BSY Insider Filing: Keith Bentley Adds 100,000 Class B Shares to Direct Holdings

Rhea-AI Filing Summary

Bentley Systems insider Keith A. Bentley reported changes in beneficial ownership on Form 4 dated 08/22/2025. The filing discloses a transfer of 100,000 shares of Class B common stock from the reporting person’s spouse to joint ownership with the reporting person, recorded as a disposition and an acquisition under the applicable transaction codes. After the reported transactions the reporting person is shown owning 3,959,327 shares directly. The filing also reports 12,696,921 shares indirectly held by a Grantor Retained Annuity Trust and 92,654 shares indirectly through a 401(k) plan. The Form 4 was signed by an attorney-in-fact on 08/26/2025.

Insights

Financial Analyst

TL;DR: Insider moved 100,000 Class B shares from spouse to joint ownership; overall substantial beneficial ownership remains largely unchanged.

The reported transfer is an intra-family ownership change that decreases the spouse's sole ownership and increases the reporting person’s direct holdings by 100,000 Class B shares. This is a non-sales, non-cash reallocation rather than a market disposition, so it does not directly alter public float or indicate liquidity-driven selling. Material indirect holdings remain significant—12.7 million shares via a Grantor Retained Annuity Trust and 92,654 shares via a 401(k) plan—so control and economic exposure appear largely intact based on the filing.

Corporate Governance Expert

TL;DR: The filing documents an internal transfer to joint ownership; no governance change or board-level action is disclosed.

The Form 4 shows a familial transfer recorded for transparency under Section 16 reporting rules. There is no indication of a change in director status or of any new agreements affecting voting control disclosed in this filing. From a governance perspective, this is a routine beneficial-ownership update required for compliance, not an event that by itself alters board composition, control rights, or public governance signals.

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

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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 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)
08/22/2025

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	08/22/2025		G(1)		100,000	D	$0.00	0	I	By Spouse
Class B Common Stock	08/22/2025		G(1)		100,000	A	$0.00	3,959,327	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 a transfer of 100,000 shares of Class B Common Stock held by the Reporting Person's spouse individually to joint ownership with the Reporting Person. After giving effect to this transfer, the shares are reflected on this Form 4 as being owned directly by the Reporting Person.

	/s/ Michael T. Fischette, Attorney-in-Fact	08/26/2025
	** 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 transaction did Keith A. Bentley report on the Form 4 for BSY?

The filing reports a transfer of 100,000 Class B common shares from the reporting person’s spouse to joint ownership with the reporting person on 08/22/2025.

How many Class B shares does the reporting person directly own after the reported transaction?

Following the reported transactions the reporting person is shown as directly owning 3,959,327 shares of Class B common stock.

Does the Form 4 disclose any sales or market dispositions of Bentley Systems (BSY) stock?

No. The reported items are a transfer between family members and a joint ownership acquisition; there are no cash sale transactions reported in this filing.

Are there significant indirect holdings reported for the insider on this Form 4?

Yes. The filing shows 12,696,921 shares indirectly held by a Grantor Retained Annuity Trust and 92,654 shares indirectly held through a 401(k) plan.

When was the Form 4 signed and filed?

The Form 4 bears a signature by an attorney-in-fact dated 08/26/2025 and reports transactions dated 08/22/2025.