Bentley Systems (BSY) COO granted new time-based stock awards

Rhea-AI Filing Summary

Lee James K reported acquisition or exercise transactions in this Form 4 filing.

Bentley Systems Chief Operating Officer James K. Lee reported two equity compensation grants of Class B Common Stock. He received 36,297 shares as a time-based restricted stock unit award under the Career Stock Program, vesting on December 15, 2030. He also received 12,607 shares as a time-based restricted stock unit award under the 2020 Omnibus Incentive Plan, vesting over four years with one-quarter vesting on each anniversary of the grant date. These awards are recorded at a price of $0.00 per share, reflecting their nature as compensation rather than open-market purchases.

Insights

Equity compensation analyst

COO received routine time-based stock unit awards as long-term equity compensation.

Bentley Systems granted Chief Operating Officer James K. Lee two time-based restricted stock unit awards of Class B Common Stock as equity compensation, not open-market purchases. One award under the Career Stock Program vests entirely on December 15, 2030.

The second award under the 2020 Omnibus Incentive Plan vests over four years, with one-quarter vesting on each grant date anniversary. This structure ties a portion of the COO’s compensation to continued service and future company performance, aligning incentives over a multi-year horizon.

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
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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)
03/06/2026

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	03/06/2026		A(1)		36,297	A	$0.00	208,713	D
Class B Common Stock	03/06/2026		A(2)		12,607	A	$0.00	221,320	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 a time-based restricted stock unit award granted pursuant to the Issuer's Career Stock Program which vests on December 15, 2030.

2. Represents a time-based restricted stock unit award granted pursuant to the Issuer's 2020 Omnibus Incentive Plan which vests over four years with one-quarter of such award vesting on each grant date anniversary.

	/s/ Michael T. Fischette, Attorney-in-Fact	03/10/2026
	** 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?

He reported two equity compensation grants of Class B Common Stock. One is 36,297 time-based restricted stock units vesting in 2030, and another is 12,607 time-based units vesting over four years under Bentley Systems’ equity incentive plans.

Were James K. Lee’s Bentley Systems (BSY) transactions open-market stock purchases?

No, both transactions are coded as awards, not open-market purchases. The shares were granted at $0.00 per share as time-based restricted stock unit awards under company equity plans, reflecting compensation rather than discretionary buying in the market.

What are the vesting terms of the 36,297-share award reported by Bentley Systems (BSY) COO?

The 36,297-share award is a time-based restricted stock unit grant under Bentley Systems’ Career Stock Program. According to the disclosure, it vests in full on December 15, 2030, creating a long-term retention and incentive horizon for the Chief Operating Officer.

How does the 12,607-share Bentley Systems (BSY) award vest for the COO?

The 12,607-share award is a time-based restricted stock unit grant under the 2020 Omnibus Incentive Plan. It vests over four years, with one-quarter of the award vesting on each anniversary of the grant date, rewarding continued service over that period.

Does this Bentley Systems (BSY) Form 4 indicate any stock sales by the COO?

No, the Form 4 summary shows only grant or award acquisitions and no dispositions. Transaction codes and counts indicate two acquisition-type entries with no reported sales, gifts, tax withholdings, or restructurings in this particular filing.