Tax withholding trims Bentley Systems (BSY) insider share holdings

Rhea-AI Filing Summary

Bentley Systems director and 10% owner Raymond B. Bentley reported a share withholding related to taxes rather than an open-market trade. On January 15, 2026, the issuer withheld 42,970 shares of Class B Common Stock at $39.07 per share to cover taxes due on a scheduled distribution from the company’s Non-Qualified Deferred Compensation Plan. Following this transaction, he directly held 15,060,613 Class B shares. He also reported indirect holdings of 125,000 shares held by his spouse and 92,654 shares held through a 401(k) plan.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Bentley Raymond B.

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Tax Withholding	Class B Common Stock	42,970	$39.07	$1.68M
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Class B Common Stock — 15,060,613 shares (Direct); Class B Common Stock — 125,000 shares (Indirect, By Spouse)

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 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)
01/15/2026

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	01/15/2026		F(1)		42,970	D	$39.07	15,060,613	D
Class B Common Stock								125,000	I	By Spouse
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 shares of Class B Common Stock withheld by the Issuer to cover taxes due by the Reporting Person upon a scheduled distribution of Class B Common Stock from the Issuer's Non-Qualified Deferred Compensation Plan.

	/s/ Michael T. Fischette, Attorney-in-Fact	01/20/2026
	** 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.

FAQ

What did Raymond B. Bentley report in this Form 4 for BSY?

Raymond B. Bentley reported that on January 15, 2026, 42,970 shares of Bentley Systems Class B Common Stock were withheld by the company at $39.07 per share to cover taxes due on a scheduled distribution from its Non-Qualified Deferred Compensation Plan.

Was the 42,970-share transaction in Bentley Systems stock an open-market sale?

No. The 42,970 Class B shares were withheld by the issuer to cover taxes owed by Raymond B. Bentley on a scheduled distribution from the Non-Qualified Deferred Compensation Plan, rather than sold in an open-market transaction.

How many Bentley Systems shares does Raymond B. Bentley own after this transaction?

After the tax withholding, Raymond B. Bentley directly owned 15,060,613 shares of Bentley Systems Class B Common Stock.

What indirect Bentley Systems share holdings are reported for Raymond B. Bentley?

He reported indirect ownership of 125,000 Class B shares held by his spouse and 92,654 Class B shares held through a 401(k) plan.

What does transaction code "F" mean in this Bentley Systems Form 4?

Transaction code "F" indicates shares were withheld by the issuer to satisfy tax obligations, here tied to a scheduled distribution from the Non-Qualified Deferred Compensation Plan.

What is the significance of Raymond B. Bentley being a 10% owner of Bentley Systems?

The Form 4 identifies Raymond B. Bentley as both a director and a 10% owner of Bentley Systems, which means he is a major insider subject to Section 16 reporting requirements for transactions in company equity.