Form 4: Bentley Systems Director Sells Shares for Tax Obligations

Keith A. Bentley, a Director and 10% owner of Bentley Systems, disposed of 94,684 Class B Common Stock shares to cover tax liabilities.

Summary

• Keith A. Bentley, a Director and 10% owner of Bentley Systems, Inc. (BSY), reported a transaction on January 9, 2026.
• He disposed of 94,684 shares of Class B Common Stock at a price of $40.13 per share.
• This disposition was made to the Issuer to cover tax obligations arising from a scheduled distribution from his Non-Qualified Deferred Compensation Plan.
• Following this transaction, Mr. Bentley directly beneficially owns 3,842,326 shares of Class B Common Stock.
• He also indirectly owns 12,696,921 shares through a Grantor Retained Annuity Trust and 92,654 shares through a 401(K) Plan.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 5

Explanation: The transaction is a non-discretionary sale to cover tax obligations from a deferred compensation plan, which is a routine event for insiders and does not reflect a change in sentiment towards the company.

Positives

• The transaction is a non-discretionary sale to cover tax liabilities, indicating a pre-planned event rather than a change in sentiment.
• The transaction was executed under a Rule 10b5-1(c) plan, which suggests a pre-arranged trading plan designed to comply with insider trading laws.

Negatives

• A reduction in direct beneficial ownership by a key insider, although for a specific, non-discretionary reason.

Future Outlook

This Form 4 filing does not contain specific forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This insider transaction is a routine event for executives managing their compensation and tax obligations, common across various industries. It does not directly reflect broader industry trends or competitive dynamics.

Related Party Transactions

• Disposition of Class B Common Stock to the Issuer (Bentley Systems, Inc.) to cover tax liabilities related to a scheduled distribution from a Non-Qualified Deferred Compensation Plan.

Stakeholder Impact

• Shareholders: The transaction represents a minor reduction in direct insider ownership, but as a non-discretionary tax-related sale, it is unlikely to signal a change in management's confidence or significantly impact shareholder value.

Key Dates

Recommendation

This Form 4 reports a non-discretionary sale of shares by a director to cover tax liabilities associated with a deferred compensation plan. Such transactions are routine and pre-planned, often under Rule 10b5-1, and do not typically signal a change in the insider's confidence in the company's future prospects. Therefore, it provides no new fundamental information to warrant a change in investment recommendation, suggesting a 'hold' position for existing investors.

Keywords

Bentley Systems, BSY, Form 4, Insider Trading, Stock Sale, Tax Withholding, Class B Common Stock, Keith A. Bentley, Director, 10% Owner, Deferred Compensation Plan, Rule 10b5-1