Bentley Systems (BSY) COO has shares withheld to cover equity award taxes

Rhea-AI Filing Summary

Bentley Systems’ Chief Operating Officer James K. Lee reported a routine tax-related share withholding. On the reported date, 747 shares of Class B common stock were withheld by the company to cover taxes due upon vesting of previously granted awards, not sold in the open market. Following this tax-withholding disposition, Lee directly holds 220,573 shares, indicating he retains a substantial equity position in Bentley Systems.

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^*

Lee James K

(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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

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	03/13/2026		F(1)		747	D	$38.19	220,573	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	03/17/2026
	** 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.
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FAQ

What did Bentley Systems (BSY) COO James K. Lee report in this Form 4?

James K. Lee reported that 747 Class B shares were withheld to cover taxes on vesting equity awards. This was a tax-withholding disposition, not an open-market sale, and it reflects routine handling of equity compensation obligations.

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

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were retained by Bentley Systems to satisfy Lee’s tax liability when previously granted awards vested, a common administrative step for equity compensation.

How many Bentley Systems (BSY) shares does James K. Lee hold after this Form 4?

After the reported tax-withholding transaction, James K. Lee directly holds 220,573 shares of Bentley Systems Class B common stock. This indicates he maintains a significant equity stake despite the small number of shares withheld for tax purposes.

What is the price per share shown in the Bentley Systems (BSY) Form 4?

The Form 4 lists a transaction price of 38.1900 per share for the 747 withheld shares. This figure is used to value the shares applied toward Lee’s tax liability arising from the vesting of his previously granted equity awards.

How does this Bentley Systems (BSY) Form 4 classify the COO’s transaction?

The transaction is coded “F,” meaning a payment of tax liability by delivering securities. It is further described as a tax-withholding disposition, showing shares were withheld by the issuer rather than bought or sold on the open market.