BENTLEY SYSTEMS INC (BSY) SEC Filings, Feb-Mar 2026

Andre Werner reported acquisition or exercise transactions in this Form 4 filing.

Bentley Systems Chief Financial Officer Andre Werner received an award of 21,706 shares of Class B common stock as a time-based restricted stock unit grant under the company’s 2020 Omnibus Incentive Plan. The award vests over four years, with one-quarter vesting on each anniversary of the grant date.

After this grant, Werner directly holds 383,224 shares of Class B common stock. Because this is a compensation-related grant at no stated purchase price, it reflects equity-based pay rather than an open-market share purchase.

Ballard Brock reported acquisition or exercise transactions in this Form 4 filing.

Bentley Systems reported that Chief Revenue Officer Brock Ballard received a grant of 19,769 shares of Class B common stock as a time-based restricted stock unit award. The award was granted at no cash cost and will vest over four years, with one-quarter vesting on each grant date anniversary. Following this compensation grant, Ballard directly holds 98,112 shares.

Shaman David R. reported acquisition or exercise transactions in this Form 4 filing.

Bentley Systems Chief Legal Officer David R. Shaman received a grant of 18,769 shares of Class B common stock as a time-based restricted stock unit award at a stated price of $0. The award was granted under the company’s 2020 Omnibus Incentive Plan and vests over four years, with one-quarter vesting on each anniversary of the grant date.

Following the grant, Shaman directly holds 664,600 shares of Class B common stock. The filing also reports indirect holdings of Class B shares through grantor retained annuity trusts, a spouse acting as trustee, and a 401(k) plan, reflecting additional beneficial ownership held via these entities.

Bentley Systems Inc executive chair and president Gregory S. Bentley reported two bona fide gifts of 672 shares each of Class B common stock on March 3, 2026, at a reported price of $0.0000 per share. After these gifts, he directly held 7,614,941 Class B shares and had additional indirect holdings of 29,155 shares by spouse and 92,654 shares through a 401(k) plan.

Bentley Systems, Incorporated files its Annual Report describing a global infrastructure engineering software business focused on advancing digital workflows and asset performance. The company serves nearly 42,000 accounts in 189 countries, with about 59% of 2025 revenue from outside the U.S. and a diversified mix of public- and private-sector clients.

Sector-attributable annualized recurring revenue is concentrated in Public Works/Utilities (≈59%), with additional exposure to Resources (≈27%), Industrial (≈9%), and Commercial/Facilities (≈5%). Bentley highlights its comprehensive portfolio, including Bentley Open Applications, Seequent subsurface tools, Bentley Infrastructure Cloud, Bentley Asset Analytics, and its Cesium and iTwin Platform for infrastructure digital twins and AI.

The report emphasizes growth initiatives around enterprise subscriptions (E365), SMB expansion via its Virtuosity e‑store, and asset analytics. It also details extensive risk factors, including macro and sector demand volatility, foreign currency exposure, data privacy and cybersecurity, AI regulation, acquisition integration, channel partner dependence, and restrictive debt covenants tied to leverage and Bentley family ownership levels.

Bentley Systems reported solid growth for the quarter and year ended December 31, 2025 and outlined its 2026 outlook. Fourth-quarter total revenues were $391.6 million, up 11.9%, with subscriptions at $356.6 million. Annualized recurring revenues reached $1,462.1 million, up from $1,283.3 million, an 11.5% constant currency growth rate. Operating income margin improved to 20.0%, and Adjusted EPS rose to $0.27 from $0.21.

For full-year 2025, total revenues were $1,501.8 million, up 11.0%, with subscriptions at $1,376.7 million, up 12.5%. Net income per diluted share increased to $0.85, while Adjusted EPS grew to $1.21. Free cash flow rose to $520.2 million from $421.2 million, and operating cash flows reached $538.5 million. The company highlighted strong ARR quality, higher margins, and lowered net debt leverage to 2.1 times, aided by repaying $678 million of 0.125% convertible notes and drawing $610 million from revolving credit facilities.

The board declared a first-quarter 2026 dividend of $0.07 per share, payable on March 19, 2026 to Class A and Class B stockholders of record on March 10, 2026. For 2026, Bentley targets total revenues of $1,685–$1,715 million (constant currency growth of 11–13%), ARR growth of 10.5–12.5%, AOI less Operating SBC of $495–$510 million, and free cash flow of $500–$570 million. Management also emphasized AI-driven opportunities, recent acquisitions of Talon Aerolytics and Pointivo’s technology to strengthen Asset Analytics, and continued focus on programmatic acquisitions, dividends, and share repurchases.

Kayne Anderson Rudnick Investment Management, LLC filed an amended Schedule 13G reporting its beneficial ownership of Bentley Systems Inc Class B ordinary shares. As of the event date, it beneficially owned 12,870,324 shares, representing 4.4% of the class.

The firm reported sole voting power over 9,980,836 shares and shared voting power over 2,813,758 shares. It also has sole dispositive power over 10,056,566 shares and shared dispositive power over 2,813,758 shares. The filing states the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Bentley Systems.

Bentley Systems, Inc. insider tax withholding transaction

Bentley Systems, Inc. Chief Accounting Officer Thomas F. Trimback reported a Form 4 transaction involving company Class B Common Stock. On 01/30/2026, 300 shares were withheld by the issuer at $35.12 per share to cover taxes due upon vesting of previously granted equity awards, leaving Trimback with 15,940 directly held shares.