BSY Form 4: COO James K. Lee Gains 211 Dividend-Equivalent Shares

Rhea-AI Filing Summary

James K. Lee, Chief Operating Officer of Bentley Systems, Inc. (BSY), reported acquiring 211 shares of Class B common stock on 09/30/2025 at a recorded price of $0.00. The filing states these shares represent dividend equivalent rights that accrued in connection with a dividend on previously granted awards and that they vest on the same terms as the underlying awards. After the transaction, the reporting person beneficially owned 172,192 shares. The Form 4 was signed by an attorney-in-fact on 10/02/2025.

Insights

Equity Compensation Specialist

Officer received 211 dividend-equivalent Class B shares that vest with related awards.

The filing shows the 211 shares were recorded as dividend equivalent rights rather than a market purchase, indicated by the $0.00 price. Such accruals are common for equity-award plans and transfer economic value of dividends into share equivalents that follow the original award's vesting schedule.

This transaction does not change reported vested holdings beyond the recorded 172,192 shares beneficially owned and reflects compensation-related issuance rather than open-market trading.

Corporate Governance Analyst

Insider transaction is routine and disclosed under Section 16 rules.

The report identifies the reporting person as the Chief Operating Officer and documents the transaction date of 09/30/2025 with signature by an attorney-in-fact on 10/02/2025. The explanation clarifies the nature of the award as dividend equivalents tied to existing grants.

No sale or external cash consideration is recorded; the filing therefore signals internal equity plan activity rather than a change in trading stance.

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^*

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)
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)		211	A	$0.00	172,192	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 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 did the Form 4 for Bentley Systems (BSY) report?

It reported that COO James K. Lee acquired 211 Class B shares as dividend-equivalent rights on 09/30/2025 at a recorded price of $0.00.

Why was the price listed as $0.00 on the Form 4?

The filing states the shares represent dividend equivalent rights that accrued on existing awards; such issuances are recorded at $0.00 for reporting when no cash was exchanged.

How many Bentley Systems shares does the reporting person own after the transaction?

The Form 4 shows beneficial ownership of 172,192 shares following the reported transaction.

When was the Form 4 signed?

The filing includes a signature by an attorney-in-fact dated 10/02/2025.

Does the Form 4 show any open-market trades by the officer?

No. The transaction is recorded as an accrual of dividend-equivalent rights, not an open-market purchase or sale.