Form 4: Bentley Systems Director Gifts Class B Shares

Raymond B. Bentley, a Director and 10% owner of Bentley Systems, reported gifting 121,951 shares of Class B Common Stock under a Rule 10b5-1 plan.

Summary

• Raymond B. Bentley, a Director and 10% owner of Bentley Systems, Inc. (BSY), reported a disposition of Class B Common Stock.
• The transaction involved gifting 121,951 shares of Class B Common Stock.
• The transaction occurred on December 10, 2025, at a price of $0.00 per share.
• This transaction was made pursuant to a Rule 10b5-1(c) plan, indicating it was pre-arranged.
• Following the transaction, Raymond B. Bentley directly beneficially owns 15,101,853 shares of Class B Common Stock.
• Indirect beneficial ownership includes 125,000 shares held by a spouse and 92,654 shares held by a 401(K) Plan.

Sentiment

Score: 5

Explanation: The disposition of shares by gift, rather than sale, under a pre-arranged Rule 10b5-1 plan suggests estate planning or philanthropic motives rather than a negative outlook on the company. While it reduces direct ownership, it is not typically interpreted as a bearish signal.

Positives

• The transaction was executed under a Rule 10b5-1 plan, indicating it was pre-arranged and not a reaction to recent market events.
• The disposition is a gift, not a sale for cash, which typically suggests estate planning or philanthropic motives rather than a lack of confidence in the company.

Negatives

• A director and 10% owner reduced their direct beneficial ownership by 121,951 shares.

Future Outlook

N/A

Industry Context

N/A

Related Party Transactions

• Raymond B. Bentley gifted 121,951 shares of Class B Common Stock, which could be considered a related party transaction depending on the recipient, though the filing does not specify the recipient beyond the indirect ownership by spouse and 401(K) plan.

Stakeholder Impact

• Shareholders: A minor reduction in direct ownership by a key insider, but the nature of the transaction (gift under 10b5-1 plan) suggests it is not a signal of lack of confidence in the company's future performance.

Key Dates

Recommendation

The Form 4 filing reports a gift of Class B Common Stock by a director and 10% owner under a Rule 10b5-1 plan. This type of transaction is typically for estate planning or philanthropic purposes and does not reflect a change in the insider's view of the company's prospects. It is not a sale for cash and therefore does not signal a lack of confidence. Given the nature of the transaction, it provides no new fundamental information to warrant a change in investment thesis, thus a 'hold' recommendation is appropriate.

Keywords

Bentley Systems, BSY, Form 4, Insider Transaction, Class B Common Stock, Raymond B. Bentley, Director, 10% Owner, Gift, Rule 10b5-1