Bentley Systems (BSY) chair Gregory Bentley gets stock bonus, withholds shares for taxes

Rhea-AI Filing Summary

Bentley Systems, Inc. Executive Chair & President Gregory S. Bentley reported equity compensation activity in Class B common stock. On January 23, 2026, he acquired 36,765 shares at $38.84 per share as the stock portion of compensation under the company’s Bonus Pool Plan. On the same date, 16,081 shares were withheld by the company at $38.84 per share to cover taxes related to this bonus payment.

After these transactions, Gregory Bentley directly beneficially owned 7,616,285 Class B shares. In addition, 29,155 shares were held indirectly by his spouse and 92,654 shares were held indirectly through a 401(k) plan, as reported on the form.

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^*

BENTLEY GREGORY S

(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
X	Officer (give title below)		Other (specify below)
	Executive Chair & President

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2026

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	01/23/2026		A(1)		36,765	A	$38.84	7,632,366	D
Class B Common Stock	01/23/2026		F(2)		16,081	D	$38.84	7,616,285	D
Class B Common Stock								29,155	I	By spouse
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 the stock portion of compensation paid to the Reporting Person pursuant to the Issuer's Bonus Pool Plan (the "Bonus Pool Payment").

2. Represents shares withheld by the Issuer to cover taxes owed by the Reporting Person in respect of the Bonus Pool Payment.

	/s/ Michael T. Fischette, Attorney-in-Fact	01/27/2026
	** 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 BSY Executive Chair Gregory S. Bentley report?

Gregory S. Bentley reported receiving 36,765 shares of Bentley Systems Class B common stock on January 23, 2026 as stock compensation under the company’s Bonus Pool Plan, at a value of $38.84 per share.

Were any Bentley Systems (BSY) shares sold in this Form 4 filing?

The filing shows 16,081 shares of Class B common stock were withheld by Bentley Systems at $38.84 per share to cover taxes on the stock bonus; it does not report an open-market sale.

How many Bentley Systems Class B shares does Gregory S. Bentley own after this filing?

Following the reported transactions, Gregory S. Bentley directly beneficially owned 7,616,285 Class B shares of Bentley Systems.

What indirect Bentley Systems (BSY) holdings are disclosed for Gregory S. Bentley?

The Form 4 reports 29,155 Class B shares held indirectly by his spouse and 92,654 Class B shares held indirectly through a 401(k) plan.

What is the purpose of the share withholding in this Bentley Systems Form 4?

The 16,081 shares withheld are described as shares retained by Bentley Systems to cover taxes owed by Gregory S. Bentley in connection with the Bonus Pool Plan stock payment.

What role does Gregory S. Bentley hold at Bentley Systems (BSY)?

Gregory S. Bentley is reported as a Director, Executive Chair & President, and a 10% owner of Bentley Systems.