Bentley Systems (NASDAQ: BSY) director reports tax share withholding

Rhea-AI Filing Summary

Bentley Systems director and 10% owner Keith A. Bentley reported an insider transaction involving the company’s Class B Common Stock. On January 9, 2026, 94,684 shares of Class B Common Stock were withheld at $40.13 per share to cover taxes due on a scheduled distribution from the issuer’s Non-Qualified Deferred Compensation Plan.

After this tax withholding, he beneficially owned 3,842,326 Class B shares directly, plus 12,696,921 Class B shares indirectly through a Grantor Retained Annuity Trust and 92,654 Class B shares indirectly 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

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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 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)
01/09/2026

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	01/09/2026		F(1)		94,684	D	$40.13	3,842,326	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.

	/s/ Michael T. Fischette, Attorney-in-Fact	01/13/2026
	** 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 Keith A. Bentley?

The filing shows that 94,684 shares of Bentley Systems Class B Common Stock were withheld at $40.13 per share on January 9, 2026 to cover taxes on a scheduled distribution from the Non-Qualified Deferred Compensation Plan.

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

No. The Form 4 describes shares of Class B Common Stock withheld by the issuer to cover taxes related to a scheduled distribution from the Non-Qualified Deferred Compensation Plan, not a discretionary open-market sale.

How many Bentley Systems (BSY) shares does Keith A. Bentley own after the reported transaction?

Following the tax withholding, Keith A. Bentley beneficially owned 3,842,326 Class B shares directly, plus 12,696,921 Class B shares indirectly via a Grantor Retained Annuity Trust and 92,654 Class B shares through a 401(k) plan.

What is Keith A. Bentley’s role at Bentley Systems (BSY) according to this filing?

Keith A. Bentley is identified as a Director and a 10% Owner of Bentley Systems in this Form 4.

What does transaction code "F" mean in the Bentley Systems (BSY) Form 4?

Transaction code "F" in this context indicates shares were withheld by the issuer to pay taxes due on a distribution from the Non-Qualified Deferred Compensation Plan.

How are indirect holdings of Bentley Systems (BSY) shares structured for Keith A. Bentley?

The Form 4 shows indirect ownership of 12,696,921 Class B shares through a Grantor Retained Annuity Trust and 92,654 Class B shares through a 401(k) plan.