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Bentley Systems (BSY) insider details tax withholding on shares

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Bentley Systems, Inc. insider who is both a director and 10% owner reported a routine tax-related transaction. On 01/01/2026, the issuer withheld 24,625 shares of Class B common stock to cover taxes due on a scheduled distribution from the company’s Non-Qualified Deferred Compensation Plan, at a volume-weighted average price of $38.155 per share.

After this withholding, the reporting person beneficially owns 3,937,010 Class B shares directly, plus 12,696,921 Class B shares through a Grantor Retained Annuity Trust and 92,654 Class B shares through a 401(k) plan.

Positive

  • None.

Negative

  • None.
Insider Bentley Keith A.
Role Director, 10% Owner
Type Security Shares Price Value
Tax Withholding Class B Common Stock 24,625 $38.155 $940K
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
Holdings After Transaction: Class B Common Stock — 3,937,010 shares (Direct); Class B Common Stock — 12,696,921 shares (Indirect, By Grantor Retained Annuity Trust)
Footnotes (1)
  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. Represents the volume weighted average price of the Issuer's Class B Common Stock as calculated pursuant to the Issuer's Non-Qualified Deferred Compensation Plan.
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*
Bentley Keith A.
(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/01/2026
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 01/01/2026 F(1) 24,625 D $38.155(2) 3,937,010 D
Class B Common Stock 12,696,921 I By Grantor Retained Annuity Trust
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 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.
2. Represents the volume weighted average price of the Issuer's Class B Common Stock as calculated pursuant to the Issuer's Non-Qualified Deferred Compensation Plan.
/s/ Michael T. Fischette, Attorney-in-Fact 01/05/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Bentley Systems (BSY) report on January 1, 2026?

A Bentley Systems director and 10% owner reported that on 01/01/2026 the company withheld 24,625 Class B common shares to cover taxes on a scheduled distribution from its Non-Qualified Deferred Compensation Plan.

How many Bentley Systems (BSY) shares were withheld for taxes and at what price?

The issuer withheld 24,625 Class B common shares at a volume-weighted average price of $38.155 per share, as calculated under the Non-Qualified Deferred Compensation Plan.

How many Bentley Systems (BSY) shares does the insider own after the reported transaction?

Following the transaction, the insider beneficially owns 3,937,010 Class B shares directly, 12,696,921 Class B shares through a Grantor Retained Annuity Trust, and 92,654 Class B shares through a 401(k) plan.

What is the insider’s relationship to Bentley Systems (BSY)?

The reporting person is disclosed as both a director and a 10% owner of Bentley Systems, Inc.

Does the Bentley Systems (BSY) Form 4 involve derivative securities?

The filing includes a table for derivative securities, but the provided excerpt does not show any derivative securities transactions reported.

Why were Bentley Systems (BSY) shares withheld under the Non-Qualified Deferred Compensation Plan?

The filing explains that the 24,625 Class B shares were withheld by Bentley Systems to cover taxes due upon a scheduled distribution of Class B common stock from the company’s Non-Qualified Deferred Compensation Plan.