Bentley Systems (BSY) chief legal officer reports 460 Class B shares

Rhea-AI Filing Summary

Bentley Systems’ Chief Legal Officer reported acquiring additional Class B common stock through dividend-related awards. On 12/11/2025, the officer received 460 Class B shares at $0.00, described as dividend equivalent rights that accrued in connection with a dividend paid on previously granted equity awards and that vest on the same terms as those awards.

After this transaction, the officer beneficially owned 640,150 Class B shares directly, plus indirect holdings of 279,308 shares through grantor retained annuity trusts, 55,527 shares with a spouse as trustee, and 32,635 shares 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

OMB APPROVAL

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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^*

Shaman David R.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025

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	12/11/2025		A(1)		460	A	$0.00	640,150	D
Class B Common Stock								279,308	I	By Grantor Retained Annuity Trusts
Class B Common Stock								55,527	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	12/15/2025
	** 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 insider transaction did Bentley Systems (BSY) report in this Form 4?

A Chief Legal Officer of Bentley Systems reported acquiring 460 shares of Class B common stock on 12/11/2025 at a price of $0.00.

Why did the Bentley Systems insider receive 460 Class B shares?

The 460 shares represent dividend equivalent rights that accrued to the reporting person in connection with a dividend paid on previously granted awards and vest on the same terms as those awards.

How many Bentley Systems Class B shares does the insider own after this transaction?

Following the transaction, the insider beneficially owns 640,150 Class B shares directly, plus 279,308 through grantor retained annuity trusts, 55,527 through a spouse as trustee, and 32,635 through a 401(k) plan.

What is the role of the reporting person at Bentley Systems (BSY)?

The reporting person is an officer of Bentley Systems, serving as the company’s Chief Legal Officer.

Were any Bentley Systems shares sold in this insider Form 4 filing?

No sales are reported. The filing shows an acquisition (coded “A”) of 460 Class B shares and updated beneficial ownership amounts.

What types of indirect Bentley Systems share ownership are disclosed?

Indirect holdings include grantor retained annuity trusts, shares held by a spouse as trustee, and shares held in a 401(k) plan, all in Class B common stock.