STOCK TITAN

Bentley Systems CLO has 6,665 shares withheld

(Moderate)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BENTLEY SYSTEMS INC (BSY) reported that Chief Legal Officer David R. Shaman had 6,665 shares of Class B Common Stock withheld on August 31, 2026 to pay tax liabilities in connection with a scheduled distribution from the issuer's Non-Qualified Deferred Compensation Plan, at a reference price of $36.75 per share. Following this tax-withholding disposition, he held 622,681 Class B shares directly, plus additional indirect holdings through Grantor Retained Annuity Trusts, a spouse trustee account, and a 401(k) plan. No transactions were reported under a Rule 10b5-1 trading plan.

Positive

  • None.

Negative

  • None.
Insider Shaman David R.
Role Chief Legal Officer
Type Security Shares Price Value
Tax Withholding Class B Common Stock F1 6,665 $36.75 $245K
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
Holdings After Transaction: Class B Common Stock — 622,681 shares (Direct); Class B Common Stock — 279,308 shares (Indirect, By Grantor Retained Annuity Trusts); Class B Common Stock — 80,000 shares (Indirect, By Spouse Trustee); Class B Common Stock — 32,635 shares (Indirect, By 401(K) Plan)
Footnotes (1)
  1. F1. Represents shares of Class B Common Stock withheld by the Issuer to cover taxes due by the Reporting Person upon a scheduled distribution of Class B Common Stock from the Issuer's Non-Qualified Deferred Compensation Plan.
Shares withheld for taxes 6,665 shares of Class B Common Stock Withheld on August 31, 2026 to cover tax liability on a deferred compensation distribution
Reference price per share $36.75 per share Price associated with the 6,665-share tax-withholding disposition on August 31, 2026
Direct Class B shares after transaction 622,681 shares Direct holdings of the reporting person following the August 31, 2026 transaction
Indirect Class B shares by Grantor Retained Annuity Trusts 279,308 shares Indirect ownership reported as held by Grantor Retained Annuity Trusts
Indirect Class B shares by Spouse Trustee 80,000 shares Indirect ownership reported as held by spouse as trustee
Indirect Class B shares by 401(k) Plan 32,635 shares Indirect ownership reported as held by 401(k) Plan
Non-Qualified Deferred Compensation Plan financial
"scheduled distribution of Class B Common Stock from the Issuer's Non-Qualified Deferred Compensation Plan"
An arrangement where an employer agrees to pay part of an employee’s salary or bonus at a later date, often to attract or keep key staff. Think of it as a company IOU or a delayed paycheck held on the company’s books rather than in a protected retirement account; investors care because these promises create future cash obligations that are typically unsecured and depend on the company’s financial health, affecting risk, liabilities, and cash-flow planning.
Grantor Retained Annuity Trusts financial
"Indirect ownership nature listed as By Grantor Retained Annuity Trusts"
A grantor retained annuity trust (GRAT) is an estate-planning tool where an owner transfers assets into a trust and receives fixed payments back for a set number of years; any remaining assets after that period pass to designated beneficiaries. For investors it matters because it can move future investment growth to heirs while potentially reducing gift and estate taxes — like putting a rising asset in a timed box that pays you first and gives the remaining upside to others.
Class B Common Stock financial
"Represents shares of Class B Common Stock withheld by the Issuer"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

FAQ

Did the BSY insider sale on this Form 4 involve an open-market transaction?

No. The filing shows a code F transaction, meaning 6,665 shares of Class B Common Stock were withheld by the issuer to pay tax liabilities, rather than sold in the open market.

How many BSY Class B shares does the reporting person hold directly after this Form 4 event?

After the August 31, 2026 tax-withholding transaction, the reporting person held 622,681 Class B Common shares directly, according to the filing’s post-transaction ownership line.

Was the BSY Form 4 transaction made under a Rule 10b5-1 plan?

No. The document-level checkbox indicates no Rule 10b5-1 trading plan for the reported transactions, and the footnotes describe the event solely as shares withheld for taxes on a scheduled distribution.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Shaman David R.

(Last)(First)(Middle)
C/O BENTLEY SYSTEMS, INCORPORATED
685 STOCKTON DRIVE

(Street)
EXTON PENNSYLVANIA 19341

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
BENTLEY SYSTEMS INC [ BSY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/31/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class B Common Stock08/31/2026F(1)6,665D$36.75622,681D
Class B Common Stock279,308IBy Grantor Retained Annuity Trusts
Class B Common Stock80,000IBy Spouse Trustee
Class B Common Stock32,635IBy 401(K) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents shares of Class B Common Stock withheld by the Issuer to cover taxes due by the Reporting Person upon a scheduled distribution of Class B Common Stock from the Issuer's Non-Qualified Deferred Compensation Plan.
/s/ Michael T. Fischette, Attorney-in-Fact09/02/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)