BSY Form 4: David Shaman Reports 6,685-Share Tax Withholding Sale

Rhea-AI Filing Summary

Bentley Systems insider transaction: Chief Legal Officer David R. Shaman reported a sale of 6,685 shares of Class B common stock on 08/31/2025 at a volume-weighted average price of $55.03 per share. After the reported disposition, the Form 4 lists 639,323 shares beneficially owned directly and additional indirect holdings of 279,308 shares by Grantor Retained Annuity Trusts, 55,527 by a spouse trustee and 32,635 through a 401(k) plan. The filing notes the 6,685 shares were withheld by the issuer to cover taxes related to a scheduled distribution from the issuer's Non-Qualified Deferred Compensation Plan. The form is signed by an attorney-in-fact on 09/03/2025.

Positive

• Clear disclosure of the transaction date, price (VWAP $55.03), and number of shares disposed (6,685).
• Explanation provided that shares were withheld by the issuer to cover taxes from a scheduled deferred compensation distribution.
• Detailed beneficial ownership breakdown showing direct and multiple indirect holdings (639,323 direct; 279,308 GRATs; 55,527 spouse trustee; 32,635 401(k)).

Negative

• Disposition of 6,685 Class B shares by the Chief Legal Officer reduces direct holdings.
• No additional context in the filing about any planned future sales or changes in ownership strategy.

Insights

Corporate Governance Expert

TL;DR: Officer reported a tax-withholding share disposition and provided detailed post-transaction beneficial ownership breakdown.

The Form 4 discloses a non-derivative disposition of 6,685 Class B shares by the Chief Legal Officer, with an explicit explanation that the shares were withheld by the issuer to satisfy tax obligations from a deferred compensation distribution. The filing presents both direct and multiple indirect ownership interests, improving transparency on control and economic exposure. There is no additional context in the filing about decision rationale beyond the tax-withholding explanation.

Securities Analyst

TL;DR: A routine tax-withholding share disposition was reported; the filing quantifies remaining direct and indirect holdings.

The transaction is recorded at a VWAP of $55.03 and reduces direct holdings by 6,685 shares. The filing enumerates significant retained positions: 639,323 shares direct and several indirect blocks (279,308; 55,527; 32,635), which together indicate continued substantial insider exposure to the issuer's equity. No derivative transactions or additional dispositions are reported.

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
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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^*

Shaman David R.

(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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2025

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	08/31/2025		F(1)		6,685	D	$55.03(2)	639,323	D
Class B Common Stock								279,308	I	By Grantor Retained Annuity Trusts
Class B Common Stock								55,527	I	By Spouse Trustee
Class B Common Stock								32,635	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.

2. Represents the volume weighted average price of the Issuer's Class B Common Stock as calculated pursuant to the Issuer's Non-Qualified Deferred Compensation Plan.

	/s/ Michael T. Fischette, Attorney-in-Fact	09/03/2025
	** 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.
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FAQ

What transaction did David R. Shaman report on Form 4 for BSY?

He reported a disposition of 6,685 Class B common shares on 08/31/2025.

At what price were the shares reported sold in the BSY Form 4?

The shares were reported at a volume-weighted average price of $55.03 per share as calculated under the issuer's plan.

Why were 6,685 shares disposed according to the filing?

The filing states the shares were withheld by the issuer to cover taxes due upon a scheduled distribution from the issuer's Non-Qualified Deferred Compensation Plan.

How many BSY shares does the reporting person beneficially own after the transaction?

The Form 4 lists 639,323 shares beneficially owned directly after the reported transaction, plus indirect holdings of 279,308, 55,527, and 32,635 in specified accounts.

Who signed the Form 4 and when was it signed?

The form was signed by /s/ Michael T. Fischette, Attorney-in-Fact on 09/03/2025.