Bentley Systems (BSY) director gets 6,749-share equity grant as board compensation

Rhea-AI Filing Summary

Bentley Systems Inc. director Brian F. Hughes received an equity grant as part of his board compensation. On May 21, 2026, he was awarded 6,749 shares of Class B Common Stock at a stated price of $0.00 per share, characterized as a grant/award acquisition rather than an open-market purchase.

Following this award, Hughes directly held 40,500 shares of Class B Common Stock. A footnote explains that the shares represent director compensation under Bentley Systems’ Non-Employee Director Compensation Policy upon his reelection to the board, indicating this is a routine compensation-related transaction.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Hughes Brian F.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class B Common Stock	6,749	$0.00	--

Holdings After Transaction: Class B Common Stock — 40,500 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares granted: 6,749 shares Shares after transaction: 40,500 shares Grant price per share: $0.00 per share +2 more

5 metrics

Shares granted 6,749 shares Class B Common Stock grant on May 21, 2026

Shares after transaction 40,500 shares Director’s direct Class B holdings post-grant

Grant price per share $0.00 per share Stated transaction price for compensation grant

Transaction type Grant, award, or other acquisition Form 4 transaction code A, non-derivative

Ownership type Direct (D) Total shares following transaction held directly

Key Terms

Class B Common Stock, Non-Employee Director Compensation Policy, Grant, award, or other acquisition, Form 4

4 terms

Class B Common Stock financial

"security_title: "Class B Common Stock""

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

Non-Employee Director Compensation Policy financial

"director compensation paid pursuant to the Issuer's Non-Employee Director Compensation Policy"

Grant, award, or other acquisition financial

"transaction_code_description: "Grant, award, or other acquisition""

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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^*

Hughes Brian F.

(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		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

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	05/21/2026		A(1)		6,749	A	$0.00	40,500	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 director compensation paid to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy upon the Reporting Person's reelection to the Issuer's Board of Directors.

	/s/ Michael T. Fischette, Attorney-in-Fact	05/26/2026
	** 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 Bentley Systems (BSY) director Brian F. Hughes report?

Brian F. Hughes reported receiving 6,749 shares of Class B Common Stock as a grant. The shares were awarded as director compensation under Bentley Systems’ Non-Employee Director Compensation Policy following his reelection to the board, not through an open-market stock purchase.

How many Bentley Systems (BSY) shares does Brian F. Hughes hold after this Form 4?

After the reported grant, Brian F. Hughes directly holds 40,500 shares of Bentley Systems Class B Common Stock. This total reflects the addition of 6,749 shares received as compensation under the company’s Non-Employee Director Compensation Policy for his reelection to the board.

Was the Bentley Systems (BSY) Form 4 transaction an open-market purchase or a compensation grant?

The transaction was a compensation grant, not an open-market purchase. The Form 4 labels it as a grant, award, or other acquisition at a stated price of $0.00 per share, tied to Bentley Systems’ Non-Employee Director Compensation Policy upon Brian F. Hughes’ reelection.

What type of security did Brian F. Hughes receive from Bentley Systems (BSY)?

Brian F. Hughes received shares of Class B Common Stock from Bentley Systems. The Form 4 specifies a grant of 6,749 Class B Common Stock shares as part of his non-employee director compensation, increasing his direct Class B holdings to 40,500 shares after the transaction.

Why did Bentley Systems (BSY) grant 6,749 shares to director Brian F. Hughes?

The 6,749-share grant represents director compensation under Bentley Systems’ Non-Employee Director Compensation Policy. A footnote explains the award was made upon Brian F. Hughes’ reelection to the company’s board of directors, indicating a routine, policy-based equity compensation event.