Bentley Systems CLO reports small tax share withholding

Bentley Systems Inc. Chief Legal Officer David R. Shaman reported routine equity activity in Class B Common Stock.

Rhea-AI Filing Summary

Bentley Systems Inc. Chief Legal Officer David R. Shaman reported routine equity activity in Class B Common Stock. On July 8, 2026, 704 shares were disposed at $31.65 per share to cover tax liabilities tied to a scheduled distribution from the issuer's Non-Qualified Deferred Compensation Plan, leaving 629,731 shares held directly. Indirect holdings include 32,635 shares via a 401(k) plan, 80,000 shares with the spouse as trustee, and 279,308 shares held by Grantor Retained Annuity Trusts.

Insights

Equity compensation specialist

Routine tax withholding tied to deferred compensation, not an open-market sale.

Chief Legal Officer David R. Shaman had 704 shares of Class B Common Stock withheld at $31.65 per share on July 8, 2026. The footnote explains this covered taxes due on a scheduled distribution from a Non-Qualified Deferred Compensation Plan, so it is a mechanical step, not a discretionary trade.

After the transaction, Shaman holds 629,731 shares directly and additional indirect positions: 32,635 via a 401(k) plan, 80,000 with a spouse as trustee, and 279,308 in Grantor Retained Annuity Trusts. The small size of the tax withholding compared with the overall stake makes this a neutral signal for investors.

Insider Trade Summary

Tax Withholding: 704 shares

Tax Withholding 4 txns

Insider Shaman David R.

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class B Common Stock F1	704	$31.65	$22K
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Class B Common Stock — 629,731 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.

Key Figures

Tax-withheld shares: 704 shares Tax-withholding price: $31.65 per share Direct holdings after transaction: 629,731 shares +3 more

6 metrics

Tax-withheld shares 704 shares Shares of Class B Common Stock withheld to cover taxes on July 8, 2026

Tax-withholding price $31.65 per share Value used for 704 withheld shares of Class B Common Stock

Direct holdings after transaction 629,731 shares Class B Common Stock held directly by David R. Shaman following the tax withholding

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

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

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

Key Terms

Non-Qualified Deferred Compensation Plan, Grantor Retained Annuity Trusts, Class B Common Stock

3 terms

Non-Qualified Deferred Compensation Plan financial

"upon a 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

"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.

Class B Common Stock financial

"Represents shares of Class B Common Stock withheld by the Issuer to cover taxes"

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

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

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

Bentley Systems reported that Chief Legal Officer David R. Shaman had 704 Class B Common shares withheld on July 8, 2026 to cover tax liabilities from a scheduled Non-Qualified Deferred Compensation Plan distribution.

Was the Bentley Systems (BSY) Form 4 transaction an open-market sale?

No, the Form 4 for Bentley Systems (BSY) shows 704 shares withheld for taxes, as stated in the footnote, related to a scheduled Non-Qualified Deferred Compensation Plan distribution, rather than an open-market sale by the insider.

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

After the reported tax-withholding disposition, David R. Shaman directly holds 629,731 shares of Bentley Systems Class B Common Stock, according to the Form 4 disclosure for the July 8, 2026 reporting date.

What indirect Bentley Systems (BSY) holdings are reported for David R. Shaman?

The Form 4 reports indirect holdings of Bentley Systems Class B shares: 32,635 via a 401(k) plan, 80,000 with his spouse as trustee, and 279,308 held by Grantor Retained Annuity Trusts associated with him.

What price per share was used for the Bentley Systems (BSY) tax-withholding shares?

The 704 Bentley Systems Class B shares withheld for taxes were valued at $31.65 per share, as disclosed in the Form 4 filed for Chief Legal Officer David R. Shaman on the July 8, 2026 transaction date.

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

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Accepted by SEC EDGAR 07/10/2026 - 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)
07/08/2026

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	07/08/2026		F(1)		704	D	$31.65	629,731	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 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-Fact	07/10/2026
	** 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.
* Form 4: SEC 1474 (03-26)