Bentley Systems (BSY) awards time-based RSUs to Chief Legal Officer

Rhea-AI Filing Summary

Shaman David R. reported acquisition or exercise transactions in this Form 4 filing.

Bentley Systems Chief Legal Officer David R. Shaman received a grant of 18,769 shares of Class B common stock as a time-based restricted stock unit award at a stated price of $0. The award was granted under the company’s 2020 Omnibus Incentive Plan and vests over four years, with one-quarter vesting on each anniversary of the grant date.

Following the grant, Shaman directly holds 664,600 shares of Class B common stock. The filing also reports indirect holdings of Class B shares through grantor retained annuity trusts, a spouse acting as trustee, and a 401(k) plan, reflecting additional beneficial ownership held via these entities.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Shaman David R.

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Class B Common Stock	18,769	$0.00	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Class B Common Stock — 664,600 shares (Direct); Class B Common Stock — 279,308 shares (Indirect, By Grantor Retained Annuity Trusts)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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

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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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	03/06/2026		A(1)		18,769	A	$0.00	664,600	D
Class B Common Stock								279,308	I	By Grantor Retained Annuity Trusts
Class B Common Stock								55,527	I	By Spouse Trustee
Class B Common Stock								32,635	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 a time-based restricted stock unit award granted pursuant to the Issuer's 2020 Omnibus Incentive Plan which vests over four years with one-quarter of such award vesting on each grant date anniversary.

	/s/ Michael T. Fischette, Attorney-in-Fact	03/10/2026
	** Signature of Reporting Person	Date
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.

FAQ

What insider transaction did Bentley Systems (BSY) report for David R. Shaman?

Bentley Systems reported that Chief Legal Officer David R. Shaman received a grant of 18,769 Class B common shares as a restricted stock unit award. The grant carries a stated price of $0 and was issued under the company’s 2020 Omnibus Incentive Plan as equity-based compensation.

How do the new restricted stock units for Bentley Systems’ CLO vest?

The restricted stock unit award for Bentley Systems’ Chief Legal Officer vests over four years. One-quarter of the 18,769-share award vests on each anniversary of the grant date, aligning the equity compensation with long-term service and retention over that multi-year period.

How many Bentley Systems Class B shares does David R. Shaman hold directly after this filing?

After the reported grant, David R. Shaman holds 664,600 shares of Bentley Systems Class B common stock directly. This figure reflects his direct ownership position following the addition of the 18,769-share time-based restricted stock unit award disclosed in the Form 4 filing.

What indirect Bentley Systems shareholdings are associated with David R. Shaman?

In addition to direct holdings, the filing lists indirect ownership of Bentley Systems Class B shares through grantor retained annuity trusts, a spouse acting as trustee, and a 401(k) plan. These entries show beneficial interests held via related entities rather than only in Shaman’s personal name.

Was the Bentley Systems Form 4 transaction a market purchase or sale?

The Bentley Systems Form 4 reports a grant of restricted stock units to the Chief Legal Officer, not a market purchase or sale. The award was issued at a stated price of $0 as equity compensation under the company’s 2020 Omnibus Incentive Plan for ongoing service.

What plan governs the new equity award reported by Bentley Systems (BSY)?

The new equity award for Bentley Systems’ Chief Legal Officer was granted under the company’s 2020 Omnibus Incentive Plan. This plan authorizes time-based restricted stock unit awards and other equity incentives designed to align executive compensation with the company’s longer-term performance and retention objectives.