Bentley Systems (BSY) chair reports 3,958-share dividend stock award

Rhea-AI Filing Summary

Bentley Systems disclosed an insider stock acquisition by its Executive Chair and President, who is also a director and 10% owner. On 12/11/2025, this insider acquired 3,958 shares of Class B Common Stock at a price of $0.00 per share, recorded as an "A" transaction tied to previously granted awards.

The filing explains that these shares represent dividend equivalent rights that accrued when the company paid a dividend, and they will vest on the same terms as the underlying awards. Following this transaction, the insider directly beneficially owns 7,595,601 Class B shares, with additional indirect holdings of 29,155 shares through a spouse and 92,654 shares through a 401(k) plan.

SEC Form 4

FORM 4

UNITED 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

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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^*

BENTLEY GREGORY S

(Last) (First) (Middle)

C/O BENTLEY SYSTEMS, INCORPORATED

685 STOCKTON DRIVE

(Street)

EXTON PA 19341

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BENTLEY SYSTEMS INC [ BSY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chair & President

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	12/11/2025		A(1)		3,958	A	$0.00	7,595,601	D
Class B Common Stock								29,155	I	By spouse
Class B Common Stock								92,654	I	By 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents dividend equivalent rights that accrued to the Reporting Person in connection with a dividend paid by the Issuer on awards previously granted and vest on the same terms as the awards to which they relate.

	/s/ Michael T. Fischette, Attorney-in-Fact	12/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Bentley Systems (BSY) report in this disclosure?

The disclosure reports that an insider acquired 3,958 shares of Class B Common Stock on 12/11/2025 at a price of $0.00 per share.

Who is the reporting person in the Bentley Systems (BSY) insider transaction?

The reporting person is described as a Director, 10% Owner, and Officer of Bentley Systems, serving as Executive Chair & President.

Why did the Bentley Systems insider receive 3,958 Class B shares for $0.00?

The 3,958 shares represent dividend equivalent rights that accrued when Bentley Systems paid a dividend on previously granted awards and will vest on the same terms as those awards.

How many Bentley Systems Class B shares does the insider own after this transaction?

After the reported acquisition, the insider directly owns 7,595,601 Class B shares, plus 29,155 shares indirectly through a spouse and 92,654 shares indirectly through a 401(k) Plan.

Does this Bentley Systems (BSY) disclosure show any derivative securities activity?

The section for derivative securities (Table II) does not list any derivative securities acquired, disposed of, or beneficially owned in this transaction.

What type of security is involved in the Bentley Systems insider transaction?

All reported holdings and the new acquisition relate to Class B Common Stock of Bentley Systems.