Bentley Systems CLO awarded 620 Class B shares

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

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 reported updated holdings of Class B common stock. The filing shows indirect holdings through a 401(k) plan, spouse as trustee, and Grantor Retained Annuity Trusts, plus a direct grant of 620 shares at $0.0000 per share.

The 620-share award represents dividend equivalent rights that accrued from a dividend on previously granted awards and will vest on the same terms as the underlying awards.

Insider Trade Summary

Grant/Award: 620 shares

Grant/Award 4 txns

Insider Shaman David R.

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Class B Common Stock	620	$0.00	$0.00
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Class B Common Stock — 630,435 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 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.

Key Figures

Grant award: 620 shares Direct holdings after award: 630,435 shares 401(k) indirect holdings: 32,635 shares +2 more

5 metrics

Grant award 620 shares Class B Common Stock grant at $0.0000 per share

Direct holdings after award 630,435 shares Class B Common Stock directly held after 620-share grant

401(k) indirect holdings 32,635 shares Class B Common Stock held by 401(k) plan

Spouse trustee holdings 80,000 shares Class B Common Stock held with spouse as trustee

GRAT holdings 279,308 shares Class B Common Stock held by Grantor Retained Annuity Trusts

Key Terms

dividend equivalent rights, Grantor Retained Annuity Trusts, 401(K) Plan

3 terms

dividend equivalent rights financial

"Represents dividend equivalent rights that accrued to the Reporting Person in connection with a dividend paid by the Issuer"

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

Grantor Retained Annuity Trusts financial

"nature_of_ownership: 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.

401(K) Plan financial

"nature_of_ownership: By 401(K) Plan"

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Bentley Systems reported that Chief Legal Officer David R. Shaman received 620 Class B shares as a grant at no cost. The filing also updates indirect holdings held via a 401(k) plan, spouse trustee accounts, and Grantor Retained Annuity Trusts.

Was the Bentley Systems (BSY) Form 4 transaction a buy or sell?

The Form 4 does not show any open-market buys or sells. It reports an acquisition of 620 Class B shares as a grant or award and lists updated indirect holdings, with no sale transactions disclosed in the data provided.

What does the 620-share award to Bentley Systems’ CLO represent?

The 620-share award represents dividend equivalent rights that accrued on previously granted awards when Bentley Systems paid a dividend. These rights vest on the same schedule and terms as the original underlying awards, effectively increasing the equity compensation position.

How many Bentley Systems (BSY) shares does David R. Shaman hold directly after this filing?

After the reported grant, David R. Shaman directly holds 630,435 shares of Bentley Systems Class B common stock. This total includes the 620 dividend equivalent shares that were granted at no cost and added to his existing direct holdings.

What indirect Bentley Systems (BSY) holdings are associated with David R. Shaman?

Indirect holdings include 32,635 Class B shares through a 401(k) plan, 80,000 shares held with his spouse as trustee, and 279,308 shares held by Grantor Retained Annuity Trusts, all reported as indirect ownership interests related to Shaman.

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

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Accepted by SEC EDGAR 06/15/2026 - 04:15 PM Learn about SEC filing dates

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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	06/11/2026		A(1)		620	A	$0.00	630,435	D
Class B Common Stock								279,308	I	By Grantor Retained Annuity Trusts
Class B Common Stock								80,000	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 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	06/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)