Bentley Systems (BSY) CEO files Form 4 for 17,162 tax-withheld shares

Rhea-AI Filing Summary

Bentley Systems Chief Executive Officer and director reported a routine share transaction related to equity award vesting. On 12/15/2025, 17,162 shares of Class B Common Stock were disposed of at $40.25 per share under transaction code "F", which indicates shares withheld to cover taxes. After this tax-withholding transaction, the reporting person beneficially owned 423,112 shares directly. The filing notes that the shares were retained by the company to satisfy tax obligations arising from previously granted awards that vested.

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^*

Cumins Nicholas

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		F(1)		17,162	D	$40.25	423,112	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 shares withheld by the Issuer to cover taxes due by the Reporting Person upon the vesting of awards previously granted to the Reporting Person.

	/s/ Michael T. Fischette, Attorney-in-Fact	12/17/2025
	** 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?

The Chief Executive Officer and director reported the disposition of 17,162 shares of Class B Common Stock on 12/15/2025, coded as an "F" transaction.

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

Transaction code "F" indicates shares were withheld by the issuer to cover taxes due when previously granted equity awards vested.

At what price were the Bentley Systems (BSY) shares reported in the Form 4 transaction?

The 17,162 Class B Common Stock shares were reported as disposed of at a price of $40.25 per share.

How many Bentley Systems (BSY) shares does the insider own after this Form 4 transaction?

Following the tax-withholding transaction, the reporting person beneficially owned 423,112 shares of Bentley Systems Class B Common Stock directly.

Is the Bentley Systems (BSY) Form 4 transaction part of a 10b5-1 trading plan?

The form includes a checkbox for indicating a Rule 10b5-1(c) trading plan, but the provided content does not show that this box was marked.

Why were Bentley Systems (BSY) shares withheld from the insider in this Form 4?

The explanation states the shares represent stock withheld by the issuer to cover taxes owed by the reporting person upon vesting of previously granted awards.