Form 4: Bentley Systems CFO Andre Werner's Stock Activity

Bentley Systems CFO Andre Werner reported the acquisition of 20,659 Class B Common Stock shares from vested performance-based restricted stock units and the disposition of 6,103 shares for tax withholding.

Summary

• Andre Werner, Chief Financial Officer of Bentley Systems, Inc. (BSY), reported transactions involving Class B Common Stock.
• On January 23, 2026, Mr. Werner acquired 20,659 shares of Class B Common Stock at a price of $38.84 per share.
• This acquisition resulted from the vesting of previously granted performance-based restricted stock units.
• Following this acquisition, Mr. Werner's beneficial ownership of Class B Common Stock was 367,621 shares.
• Also on January 23, 2026, Mr. Werner disposed of 6,103 shares of Class B Common Stock at a price of $38.84 per share.
• This disposition was due to shares being withheld by the Issuer to cover taxes upon the vesting of the performance-based restricted stock units.
• After the tax-related disposition, Mr. Werner's beneficial ownership of Class B Common Stock was 361,518 shares.
• The transactions were made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions related to executive compensation (vesting and tax withholding), which are neutral in sentiment as they are expected events and do not indicate new strategic developments or financial performance changes.

Positives

• The acquisition of 20,659 shares by the CFO indicates continued insider ownership and alignment with shareholder interests.
• The shares were acquired due to the vesting of performance-based restricted stock units, suggesting the achievement of company performance targets.

Negatives

• A portion of the shares (6,103) was disposed of to cover tax obligations, which is a standard practice but reduces the net increase in direct ownership.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This insider transaction report reflects a routine equity compensation event for a senior executive in the software and infrastructure engineering industry. Such events are common across publicly traded companies as part of executive incentive programs.

Comparison to Industry Standards

• The use of performance-based restricted stock units for executive compensation is a standard practice across the technology and software industry, aligning executive incentives with company performance.
• The disposition of shares to cover tax liabilities upon vesting is also a common and expected procedure for equity awards, consistent with practices at comparable companies like Autodesk, Dassault Systèmes, or Trimble.

Corporate Governance

Stakeholder Impact

• Shareholders: The transactions slightly increase the CFO's direct ownership (net of tax withholding), which can be viewed positively as it aligns management's interests with shareholder value. The use of a 10b5-1 plan provides transparency regarding insider transactions.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to executive compensation (vesting of restricted stock units and tax withholding). It does not provide new material information about the company's operational performance, strategic direction, or financial health that would warrant a change in investment recommendation. The transactions are expected and do not alter the fundamental investment thesis for Bentley Systems.

Keywords

Bentley Systems, BSY, Andre Werner, CFO, Insider Trading, Form 4, Stock Vesting, Restricted Stock Units, Equity Compensation, Rule 10b5-1