Form 4: Bentley Systems Director Boosts Stake with Dividend Equivalents

Raymond B. Bentley, a Director and 10% owner of Bentley Systems, acquired 1,730 shares of Class B Common Stock through dividend equivalent rights.

Summary

• Raymond B. Bentley, a Director and 10% owner of Bentley Systems, Incorporated (BSY), acquired 1,730 shares of Class B Common Stock.
• The transaction occurred on December 11, 2025, and was made pursuant to a Rule 10b5-1(c) plan.
• The shares were acquired at a price of $0.00, representing dividend equivalent rights that accrued in connection with a dividend paid by the Issuer on previously granted awards.
• These dividend equivalent rights vest on the same terms as the awards to which they relate.
• Following this transaction, Raymond B. Bentley directly beneficially owns 15,103,583 shares of Class B Common Stock.
• Indirect beneficial ownership includes 125,000 shares by spouse and 92,654 shares by a 401(K) Plan.

Sentiment

Score: 7

Explanation: The acquisition of shares by a director and 10% owner, even through dividend equivalent rights, indicates continued alignment of interests with shareholders, which is a minor positive signal.

Positives

• The acquisition of shares by a Director and 10% owner, even through dividend equivalent rights, indicates continued alignment of interests with shareholders.
• The transaction was executed under a Rule 10b5-1(c) plan, demonstrating a pre-arranged and transparent approach to insider stock transactions.

Future Outlook

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

Industry Context

Insider transactions, such as those reported on Form 4, are a standard occurrence across all industries. The acquisition of shares through dividend equivalent rights is a common mechanism for executives and directors to accrue additional equity as part of their compensation plans, reflecting the company's dividend policy and existing equity awards.

Comparison to Industry Standards

• The use of dividend equivalent rights for equity compensation is a common practice among publicly traded companies, aligning executive interests with shareholder returns through dividends.
• Executing transactions under a Rule 10b5-1 plan is an industry standard for insiders to manage stock sales and acquisitions in compliance with SEC regulations, providing an affirmative defense against insider trading allegations.

Corporate Governance

Related Party Transactions

• The acquisition of 1,730 shares of Class B Common Stock by Raymond B. Bentley, a Director and 10% owner, from Bentley Systems, Incorporated, constitutes a related party transaction.

Stakeholder Impact

• Shareholders may view the increased ownership by a key insider as a positive sign of confidence in the company's long-term prospects and alignment of management interests.

Key Dates

Recommendation

The Form 4 indicates a routine acquisition of shares by a director through dividend equivalent rights, which is a common part of executive compensation. While it shows continued insider alignment, it does not present new fundamental information to alter an investment thesis significantly, thus warranting a 'hold' recommendation.

Keywords

Bentley Systems, BSY, Form 4, Insider Transaction, Beneficial Ownership, Director Stock Acquisition, Dividend Equivalent Rights, Rule 10b5-1 Plan