BSY Form 4: Director Kirk Griswold issued 68 Class B shares

Rhea-AI Filing Summary

Kirk B. Griswold, a director of Bentley Systems, Inc. (BSY), reported a non‑derivative acquisition on 09/30/2025 of 68 Class B common shares. These shares represent dividend‑equivalent rights that accrued in connection with a dividend on previously granted awards and vest on the same terms as those awards. The shares were received at a reported price of $0.00, and the filing shows the reporting person beneficially owns 461,127 Class B shares following the transaction. The Form 4 was signed via attorney‑in‑fact Michael T. Fischette on 10/02/2025.

Positive

• Director beneficial ownership of 461,127 shares is disclosed
• Dividend‑equivalent rights were converted to Class B shares and recorded

Negative

• None.

Insights

Corporate Governance Expert

Director received dividend‑equivalent shares, modest increase in holdings.

The filing documents that Kirk B. Griswold acquired 68 Class B shares on 09/30/2025 as dividend‑equivalent rights tied to previously granted awards. The transaction was recorded at $0.00, reflecting issuance rather than an open‑market purchase.

This change does not indicate a cash purchase or a change in board status; it reports routine compensation mechanics that increase reported beneficial ownership to 461,127 shares.

Equity Compensation Expert

Dividend equivalents converted to Class B shares and vest on award terms.

The explanation states these 68 shares are dividend equivalent rights that "vest on the same terms as the awards to which they relate," meaning the issuance follows the vesting schedule and terms of the underlying awards.

Because the shares were issued at $0.00, this is a non‑cash compensation event; the filing documents the mechanics and resulting ownership rather than a market transaction.

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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OMB Number:			3235-0287
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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).

1. Name and Address of Reporting Person^*

Griswold Kirk B.

(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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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	09/30/2025		A(1)		68	A	$0.00	461,127	D

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	10/02/2025
	** 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 did Bentley Systems (BSY) director Kirk B. Griswold report on 09/30/2025?

He reported acquisition of 68 Class B common shares as dividend‑equivalent rights on 09/30/2025.

How many BSY shares does the reporting person own after the transaction?

The filing shows beneficial ownership of 461,127 Class B shares following the reported transaction.

What was the price paid for the 68 shares in the Form 4?

The shares were reported at a price of $0.00, reflecting issuance of dividend equivalents.

Why were the 68 shares issued to the reporting person?

The filing explains they "represent dividend equivalent rights that accrued" from a dividend on previously granted awards and they vest on the same terms as those awards.

Who signed the Form 4 filing for Kirk B. Griswold?

The signature on the form is by attorney‑in‑fact Michael T. Fischette, dated 10/02/2025.