BSY Form 4: Director Received 1,380 Dividend‑Equivalent Class B Shares

Rhea-AI Filing Summary

Bentley Systems director and reported >10% owner Bentley Raymond B. received 1,380 Class B common shares on 09/30/2025 as dividend-equivalent rights that vested on the same terms as the underlying awards. After the reported transaction, he directly beneficially owns 15,348,804 Class B shares and has an indirect interest in 92,654 Class B shares held through a 401(k) plan. The Form 4 was filed by one reporting person and signed by an attorney-in-fact on 10/02/2025. The filing notes the $0.00 per-share price for the accrued dividend-equivalent shares, reflecting a non-cash award issuance rather than a market purchase.

Positive

• Received 1,380 Class B shares via dividend-equivalent rights, increasing direct holdings
• Maintains substantial direct ownership of 15,348,804 Class B shares
• Holds an indirect stake of 92,654 shares through a 401(k) plan, showing additional alignment with the company

Negative

• None.

Insights

Corporate Insider Filings Analyst

Insider received dividend-equivalent award that modestly increases direct holdings.

The reported 1,380 Class B shares were issued as dividend-equivalent rights and vest on the same terms as the underlying awards, indicating this was an award accrual rather than a cash purchase.

Following the issuance the reporting person holds 15,348,804 direct shares and 92,654 indirect shares via a 401(k) plan, confirming continued concentrated ownership.

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).

1. Name and Address of Reporting Person^*

Bentley Raymond B.

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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	09/30/2025		A(1)		1,380	A	$0.00	15,348,804	D
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 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	10/02/2025
	** 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 transaction did the Form 4 for Bentley Systems (BSY) report?

The Form 4 reports the receipt of 1,380 Class B shares on 09/30/2025 issued as dividend-equivalent rights that vested on the same terms as the related awards.

How many Class B shares does the reporting person own after the transaction?

After the reported transaction the reporting person beneficially owns 15,348,804 Class B shares directly and 92,654 indirectly via a 401(k) plan.

Was cash used to acquire the 1,380 shares?

No; the reported price is $0.00, indicating the shares were issued as dividend-equivalent rights rather than purchased with cash.

Who filed and signed the Form 4 for this transaction?

The Form 4 indicates it was filed by one reporting person and was signed by Michael T. Fischette, Attorney-in-Fact on 10/02/2025.

What is the reporting person's relationship to Bentley Systems?

The reporting person is listed as a Director and a 10% owner of Bentley Systems.