BSY Form 4: Gregory Bentley Disposes 9,349 Class B Shares

Rhea-AI Filing Summary

Bentley Systems director and Executive Chair & President Gregory S. Bentley reported a sale of 9,349 Class B common shares on 08/21/2025, at a reported price of $0.00 (transaction code G). After the sale, Mr. Bentley directly beneficially owns 7,617,947 Class B shares. The filing also discloses 29,155 shares held indirectly by his spouse and 92,654 shares held indirectly via a 401(k) plan.

Insights

Corporate Governance Expert

TL;DR: Routine insider sale by a long-standing executive; not clearly material given large residual ownership.

The Form 4 documents a routine disposition by the Executive Chair & President. The reported sale of 9,349 Class B shares reduced direct holdings but left substantial continuing ownership of 7.6 million shares, indicating sustained alignment with shareholders. The filing shows indirect holdings via spouse and a 401(k) plan, which is common. No additional context (e.g., reason for sale or price) is provided in the form.

Securities Analyst

TL;DR: Insider sale recorded; scale of sale appears small relative to aggregate holdings, suggesting limited immediate market impact.

The disclosure lists a disposition under transaction code G on 08/21/2025. The form reports a $0.00 price field, which means the filing does not state a sale price here; further trade details may appear elsewhere. Given the remaining direct stake of 7,617,947 shares, the transaction size is unlikely to be material to company capitalization or signal a change in control or strategy.

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^*

BENTLEY GREGORY S

(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
X	Officer (give title below)		Other (specify below)
	Executive Chair & President

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

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	08/21/2025		G		9,349	D	$0.00	7,617,947	D
Class B Common Stock								29,155	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:

	/s/ Michael T. Fischette, Attorney-in-Fact	08/25/2025
	** 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 insider transaction did Gregory S. Bentley report on Form 4 for BSY?

The filing reports a disposition of 9,349 Class B common shares on 08/21/2025 by Gregory S. Bentley.

How many Class B shares does Gregory S. Bentley own after the reported transaction?

After the reported transaction Mr. Bentley directly beneficially owns 7,617,947 Class B shares.

Does the Form 4 show any indirect holdings for Gregory S. Bentley related to BSY?

Yes. The form discloses 29,155 shares held indirectly by his spouse and 92,654 shares held indirectly via a 401(k) plan.

What is the reported price for the transaction on the Form 4?

The price field in the filing is reported as $0.00; no sale price is provided in this Form 4.

What roles does Gregory S. Bentley hold at Bentley Systems per the filing?

The filing lists him as a Director, 10% owner, and Executive Chair & President of Bentley Systems.