BSY Form 4: Director Barry Bentley disposes 110K shares under Rule 10b5-1 plan

Rhea-AI Filing Summary

Bentley Systems director and 10% owner Barry J. Bentley reported a non-derivative sale on 09/02/2025. The filing shows Code G for the transaction and discloses disposition of 110,000 shares of Class B common stock with a reported price of $0.00. After the reported transaction, the reporting person beneficially owned 11,838,249 Class B shares directly and held an additional 92,654 indirectly through a 401(k) plan.

Positive

• Significant retained ownership: Reporting person continues to hold 11,838,249 Class B shares directly.
• Plan-based transaction disclosure: Transaction coded as G, indicating it was made pursuant to a written plan, improving transparency.

Negative

• Disposition of shares: Reporting person disposed of 110,000 Class B shares.
• Price field reported as $0.00: The form lists a price of $0.00 for the transaction without additional price detail in the filing.

Insights

Financial Analyst

TL;DR: Large insider still retains substantial Class B stake; a 110,000-share disposition was recorded under a Rule 10b5-1 code.

The sale of 110,000 Class B shares is recorded with Transaction Code G, which the form marks as pursuant to a written plan. The filing reports a very large remaining direct holding of 11,838,249 shares, indicating continued concentrated insider ownership. The reported price field shows $0.00 in this filing; the form does not provide an executed sale price per share within the disclosed lines.

Corporate Governance Expert

TL;DR: Disclosure shows an insider plan-based disposition while retaining significant voting power through Class B shares.

The reporting person is identified as both a director and a greater-than-10% owner, and the form documents an approved plan-based disposition (Code G). The filing also explicitly identifies an indirect holding via a 401(k) plan. No amendments or additional explanatory text are provided beyond the signature by an attorney-in-fact.

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 Barry J.

(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)
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		G		110,000	D	$0.00	11,838,249	D
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	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 Bentley Systems insider Barry J. Bentley report on Form 4 (BSY)?

The Form 4 reports a disposition of 110,000 Class B shares on 09/02/2025 and shows remaining direct ownership of 11,838,249 shares plus 92,654 indirectly via a 401(k).

What does Transaction Code G mean on this Form 4 for BSY?

The filing uses Code G, which the form indicates is a transaction made pursuant to a contract, instruction, or written plan (commonly a Rule 10b5-1 plan).

Who filed the Form 4 for BSY and when was it signed?

The signature block shows /s/ Michael T. Fischette, Attorney-in-Fact with a signature date of 09/04/2025.

How many shares does the insider still own after the reported transaction?

After the reported transaction the insider beneficially owned 11,838,249 Class B shares directly and 92,654 indirectly via a 401(k) plan.

Does the Form 4 include an exercise or derivative transaction?

No. Table II (derivative securities) contains no reported transactions; only non-derivative Class B common stock is listed in Table I.