Keith A. Bentley adds dividend-based shares in Bentley Systems (NASDAQ: BSY)

Rhea-AI Filing Summary

Bentley Systems director and 10% owner Keith A. Bentley reported an acquisition of Class B Common Stock tied to existing awards. He received 845 dividend equivalent rights on March 19, 2026 at no cost, reflecting dividends on previously granted awards and vesting on the same terms as those awards. After this grant, he directly holds 3,843,171 Class B shares, and indirectly holds 12,696,921 shares through a Grantor Retained Annuity Trust and 92,654 shares through a 401(k) plan. The filing shows an incremental, compensation-related increase with no share sales.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Bentley Keith A.

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Grant/Award	Class B Common Stock	845	$0.00	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Class B Common Stock — 3,843,171 shares (Direct); Class B Common Stock — 12,696,921 shares (Indirect, By Grantor Retained Annuity Trust)

Footnotes (1)

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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^*

Bentley Keith A.

(Last) (First) (Middle)

C/O BENTLEY SYSTEMS, INCORPORATED

685 STOCKTON DRIVE

(Street)

EXTON PENNSYLVANIA 19341

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/19/2026		A(1)		845	A	$0.00	3,843,171	D
Class B Common Stock								12,696,921	I	By Grantor Retained Annuity Trust
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	03/23/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Keith A. Bentley report for Bentley Systems (BSY)?

Keith A. Bentley reported receiving 845 dividend equivalent rights in Bentley Systems Class B Common Stock. These rights accrued from a company dividend on previously granted awards and will vest on the same schedule as the original awards, increasing his direct equity position at no cash cost.

How many Bentley Systems (BSY) shares does Keith A. Bentley own after this Form 4?

After this Form 4, Keith A. Bentley directly owns 3,843,171 Class B shares of Bentley Systems. He also indirectly holds 12,696,921 shares through a Grantor Retained Annuity Trust and 92,654 shares through a 401(k) plan, reflecting significant continued ownership exposure.

Were any Bentley Systems (BSY) shares sold in Keith A. Bentley’s latest Form 4?

No shares were sold in this Form 4. The filing shows an acquisition of 845 dividend equivalent rights related to prior awards and updated indirect holdings. All reported movements are award- or holding-related, with no open-market or other sales disclosed in this transaction report.

What are dividend equivalent rights in the Bentley Systems (BSY) insider filing?

The dividend equivalent rights are additional units granted to Keith A. Bentley in connection with a dividend paid on earlier awards. According to the footnote, they vest on the same terms as the underlying awards, effectively increasing his potential share count if and when those awards vest.

How are Keith A. Bentley’s indirect Bentley Systems (BSY) holdings structured?

Keith A. Bentley’s indirect holdings include 12,696,921 Bentley Systems Class B shares held through a Grantor Retained Annuity Trust and 92,654 shares held through a 401(k) plan. These entries reflect beneficial ownership via trust and retirement structures rather than direct personal accounts.