Bentley Systems (BSY) COO nets RSU vesting and tax share withholding

Rhea-AI Filing Summary

Bentley Systems Chief Operating Officer Lee James K reported equity compensation activity involving the company’s Class B common stock. On January 23, 2026, he acquired 12,396 shares at $38.84 per share when performance-based restricted stock units vested. On the same date, 3,270 shares at $38.84 were withheld by Bentley Systems to cover taxes due on this vesting. After these transactions, he directly owned 172,416 Class B shares. These transactions reflect stock-based compensation and tax withholding rather than an open-market purchase or sale.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Lee James K

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Class B Common Stock	12,396	$38.84	$481K
Tax Withholding	Class B Common Stock	3,270	$38.84	$127K

Holdings After Transaction: Class B Common Stock — 175,686 shares (Direct)

Footnotes (1)

1. Represents shares acquired upon the vesting of performance-based restricted stock units previously granted to the Reporting Person. Represents shares withheld by the Issuer to cover taxes upon the vesting of performance-based restricted stock units previously granted to the Reporting Person.

Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
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)		12,396	A	$38.84	175,686	D
Class B Common Stock	01/23/2026		F(2)		3,270	D	$38.84	172,416	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 acquired upon the vesting of performance-based restricted stock units previously granted to the Reporting Person.

2. Represents shares withheld by the Issuer to cover taxes upon the vesting of performance-based restricted stock units previously granted to the Reporting Person.

	/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 Bentley Systems (BSY) report for its COO?

Bentley Systems reported that Chief Operating Officer Lee James K had performance-based restricted stock units vest, resulting in the acquisition of 12,396 shares of Class B common stock and a tax withholding of 3,270 shares.

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

Following the reported transactions, Chief Operating Officer Lee James K directly beneficially owned 172,416 shares of Bentley Systems Class B common stock.

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

In this Form 4, code "A" indicates shares were acquired by the COO. The footnote explains these 12,396 shares were received upon the vesting of performance-based restricted stock units previously granted.

What does transaction code "F" mean for the Bentley Systems (BSY) insider?

Code "F" indicates shares were withheld by Bentley Systems to cover taxes. Here, 3,270 shares of Class B common stock were withheld upon the vesting of the COO’s performance-based restricted stock units.

At what price were the Bentley Systems (BSY) RSU-related shares recorded?

Both the acquired 12,396 shares and the 3,270 shares withheld for taxes were recorded at a price of $38.84 per share in the Form 4.

Is the Bentley Systems (BSY) COO transaction an open-market trade?

No. The Form 4 notes that the 12,396 shares were received from the vesting of performance-based restricted stock units and the 3,270 shares were withheld for taxes, indicating stock-based compensation activity rather than an open-market buy or sell.