Form 4: Bentley Systems Director Sells Shares for Tax Obligation

Keith A. Bentley, a Director and 10% owner of Bentley Systems, disposed of 24,625 Class B Common Stock shares to cover tax liabilities from a deferred compensation plan.

Summary

• Keith A. Bentley, a Director and 10% owner of Bentley Systems, Inc. (BSY), reported a transaction on January 1, 2026.
• The transaction involved the disposition of 24,625 shares of Class B Common Stock.
• These shares were withheld by Bentley Systems to cover tax obligations incurred by Mr. Bentley.
• The tax liability arose from a scheduled distribution of Class B Common Stock from the company's Non-Qualified Deferred Compensation Plan.
• The shares were valued at a volume-weighted average price of $38.155 per share for tax purposes.
• The transaction was executed pursuant to a Rule 10b5-1(c) plan.
• Following this transaction, Mr. Bentley directly owns 3,937,010 shares of Class B Common Stock and indirectly owns 12,696,921 shares via a Grantor Retained Annuity Trust and 92,654 shares via a 401(K) Plan.

Sentiment

Score: 5

Explanation: The transaction is a routine tax-related disposition of shares by an insider, which is a neutral event and does not reflect a change in sentiment towards the company's prospects.

Positives

• The transaction is a routine tax withholding, indicating a scheduled distribution from a deferred compensation plan, which is a normal part of executive compensation.
• The transaction was conducted under a Rule 10b5-1(c) plan, demonstrating pre-planning and adherence to insider trading regulations.

Negatives

• A reduction in direct beneficial ownership by a key insider, although for tax purposes, slightly decreases their direct stake in the company.

Future Outlook

NA

Industry Context

This is a routine insider transaction disclosure and does not provide specific industry context beyond the company's name.

Related Party Transactions

• Keith A. Bentley, a Director and 10% owner, disposed of shares to the Issuer to cover tax liabilities arising from a deferred compensation plan distribution. This is a transaction between a related party (Mr. Bentley) and the company (Issuer).

Stakeholder Impact

• Shareholders: The transaction is a routine tax-related event and is unlikely to have a significant direct impact on shareholders. It represents a minor reduction in direct insider ownership but does not signal a change in company fundamentals or strategy.

Key Dates

Keywords

Bentley Systems, BSY, Form 4, Insider Transaction, Stock Sale, Tax Withholding, Keith A. Bentley, Director, 10% Owner, Deferred Compensation