BSY Form 4: Gregory Bentley Sells 37,160 Class B Shares to Family Trust

Rhea-AI Filing Summary

Bentley Systems insider sale: Gregory S. Bentley, Executive Chair & President and a director who is also a >10% owner, reported a sale of 37,160 Class B common shares on 09/02/2025 at a reported price of $54.8325 per share. After the transaction the filing shows 7,580,436 shares beneficially owned directly. The report also discloses 29,155 shares indirectly held by his spouse and 92,654 shares indirectly held through a 401(k) plan. The filing states the sale was a private sale to a family trust to satisfy a prior obligation. The Form 4 was signed by an attorney-in-fact on 09/04/2025.

Positive

• Transparent disclosure of the insider sale with stated explanation (private sale to a family trust).
• Substantial retained ownership after the sale: 7,580,436 shares directly beneficially owned, indicating continued alignment with shareholders.

Negative

• Insider sale of 37,160 Class B shares at $54.8325 per share, which may attract investor attention regarding insider liquidity.

Insights

Financial Analyst

TL;DR: Insider sale of 37,160 Class B shares; represents routine liquidity rather than clear signal on fundamentals.

The transaction is a disclosed sale by a principal insider and large shareholder at $54.8325 per share. The filing quantifies direct and indirect holdings post-sale, which remain substantial at 7.58 million shares directly owned. The explanation provided—private sale to a family trust to satisfy a prior obligation—is a specific non-market rationale for the disposition. Because the filing shows continued large ownership, this single sale appears more consistent with personal/legal planning than a change in control or corporate outlook. Impact on market perception should be limited absent follow-on disclosures.

Corporate Governance Expert

TL;DR: Required disclosure completed; sale documented with a stated non-operational purpose (family trust obligation).

The Form 4 fulfills Section 16 reporting requirements by disclosing the insider's sale, remaining beneficial ownership, and the stated reason for the transfer. The presence of both direct and indirect holdings is clearly itemized, and the explanatory note provides a compliance-oriented rationale. From a governance perspective, the filing is transparent and includes signature by an attorney-in-fact, indicating procedural adherence. No additional governance red flags are evident solely from this disclosure.

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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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 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)
09/02/2025

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	09/02/2025		S(1)		37,160	D	$54.8325	7,580,436	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:

1. Private sale to a family trust in satisfaction of a prior obligation.

	/s/ Michael T. Fischette, Attorney-in-Fact	09/04/2025
	** 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 Gregory S. Bentley report on Form 4 for BSY?

He reported a sale of 37,160 Class B common shares on 09/02/2025 at $54.8325 per share.

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

The filing shows 7,580,436 shares beneficially owned directly following the reported transaction.

Were any shares indirectly held by family or plans disclosed in the BSY Form 4?

Yes. The Form 4 discloses 29,155 shares indirectly by spouse and 92,654 shares indirectly by a 401(k) plan.

What reason did the Form 4 give for the sale of BSY shares?

The filing states the sale was a private sale to a family trust in satisfaction of a prior obligation.

Who signed the Form 4 for Gregory Bentley and when?

The Form 4 was signed by Michael T. Fischette, Attorney-in-Fact on 09/04/2025.