Form 4: Bentley Systems CLO Acquires Shares via Dividend Equivalents

Bentley Systems' Chief Legal Officer, David R. Shaman, acquired 546 shares of Class B Common Stock through dividend equivalent rights.

Summary

• David R. Shaman, Chief Legal Officer of Bentley Systems, Inc. (BSY), acquired 546 shares of Class B Common Stock.
• The transaction occurred on March 19, 2026, at a price of $0.00 per share.
• These shares represent dividend equivalent rights that accrued in connection with a dividend paid by the Issuer on previously granted awards and will vest on the same terms as the related awards.
• Following this transaction, Shaman directly holds 659,575 Class B Common Stock.
• Indirect holdings include 279,308 Class B Common Stock through Grantor Retained Annuity Trusts, 55,527 Class B Common Stock through a Spouse Trustee, and 32,635 Class B Common Stock through a 401(K) Plan, totaling 367,470 indirect shares.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event, as it represents a routine, non-cash acquisition of shares by an insider, aligning executive interests with shareholders without indicating any new strategic developments.

Positives

• The acquisition of shares by a Chief Legal Officer, even through dividend equivalents, indicates continued alignment of management interests with shareholders.
• The mechanism of dividend equivalent rights ensures that executives benefit from company performance in line with other shareholders.

Future Outlook

This Form 4 filing does not contain forward-looking statements or guidance.

Industry Context

StockSavvy.ai notes that routine insider transactions, such as those involving dividend equivalent rights, are common in the technology and software industry, reflecting standard executive compensation practices and long-term incentive plans. These transactions typically do not signal major strategic shifts but rather the ongoing accumulation of equity by key personnel.

Comparison to Industry Standards

• The acquisition of shares via dividend equivalent rights is a standard practice in executive compensation across many industries, including software and infrastructure engineering.
• Companies like Autodesk (ADSK) and Dassault Systèmes (DASTY) also utilize similar equity-based compensation structures that include dividend equivalents to align executive interests with shareholder returns.
• The $0.00 price for these shares is typical for dividend equivalent rights, as they are not purchased but accrue based on existing equity awards.

Related Party Transactions

• The transaction itself is a related party transaction, involving an executive acquiring shares from the company as part of their compensation.

Stakeholder Impact

• Shareholders: Slight positive impact due to increased alignment of executive interests with shareholder returns.
• Employees: No direct impact on general employees.

Key Dates

Recommendation

This Form 4 reports a routine, non-cash acquisition of shares by a Chief Legal Officer through dividend equivalent rights. While it indicates continued alignment of management with shareholder interests, it does not present new information that would fundamentally alter the investment thesis for Bentley Systems. Therefore, a "hold" recommendation is appropriate, maintaining current positions based on broader company fundamentals rather than this specific transaction.

Keywords

Bentley Systems, BSY, Form 4, Insider Trading, Stock Acquisition, Chief Legal Officer, Dividend Equivalent Rights, Executive Compensation