Form 4: Bentley Systems CLO Reports Routine Stock Dispositions

Bentley Systems' Chief Legal Officer, David R. Shaman, reported several dispositions of Class B Common Stock, primarily for tax obligations and a gift, on December 15, 2025.

Summary

• David R. Shaman, Chief Legal Officer of Bentley Systems, Inc. (BSY), reported transactions involving Class B Common Stock on December 15, 2025.
• 4,165 shares were disposed of at a price of $40.25 per share to cover the reporting person's tax obligations upon the vesting of previously granted awards.
• An additional 730 shares were disposed of at $40.25 per share to cover tax obligations for colleagues eligible for retirement vesting under the Company's 2020 Omnibus Incentive Plan.
• 2,500 shares were disposed of at $0.00 per share, indicating a gift or transfer.
• Following these transactions, Shaman directly beneficially owns 632,755 shares of Class B Common Stock.
• Indirect beneficial ownership includes 279,308 shares held by Grantor Retained Annuity Trusts, 55,527 shares by a Spouse Trustee, and 32,635 shares by a 401(K) Plan.

Sentiment

Score: 5

Explanation: The filing reports routine insider stock dispositions primarily for tax obligations and a gift, which are common for executives receiving equity compensation and were conducted under a 10b5-1 plan. This is a neutral event.

Positives

• The reported transactions were made pursuant to a Rule 10b5-1(c) plan, indicating pre-planned dispositions and enhancing transparency regarding insider trading activity.

Negatives

• Chief Legal Officer David R. Shaman reduced his direct beneficial ownership of Class B Common Stock by a total of 7,395 shares through tax withholdings and a disposition at $0.00.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: The disposition of shares for tax purposes and a gift represents a minor reduction in insider ownership, but the overall impact on the company's valuation or share price is negligible given the routine nature and the existence of a 10b5-1 plan.
• Employees: The withholding of shares to cover tax obligations for colleagues eligible for retirement vesting demonstrates adherence to the Company's 2020 Omnibus Incentive Plan, potentially reinforcing employee confidence in compensation structures.

Key Dates

Recommendation

The reported transactions are routine insider dispositions for tax purposes and a gift, executed under a Rule 10b5-1 plan. Such transactions are common for executives and do not typically signal a change in the company's fundamental prospects or warrant a change in investment recommendation. The filing provides no new information that would alter a seasoned investor's current outlook on the stock.

Keywords

Bentley Systems, BSY, Form 4, Insider Transaction, Stock Disposition, David R. Shaman, Chief Legal Officer, Class B Common Stock, Tax Withholding, 10b5-1 Plan