Form 4: Bentley Systems Executive Chair Acquires Shares

Gregory S. Bentley, Executive Chair and President of Bentley Systems, acquired 36,765 shares of Class B Common Stock as compensation, with 16,081 shares withheld for taxes.

Summary

• Gregory S. Bentley, who serves as Director, 10% Owner, and Executive Chair & President of Bentley Systems, Inc. (BSY), reported transactions involving Class B Common Stock.
• On January 23, 2026, Bentley acquired 36,765 shares of Class B Common Stock at a price of $38.84 per share.
• This acquisition represents the stock portion of compensation paid to Bentley pursuant to the Issuer's Bonus Pool Plan.
• Concurrently, 16,081 shares of Class B Common Stock were disposed of at $38.84 per share, representing shares withheld by Bentley Systems to cover taxes owed on the Bonus Pool Payment.
• Following these transactions, Bentley directly beneficially owns 7,616,285 shares of Class B Common Stock.
• Additionally, Bentley indirectly beneficially owns 29,155 shares through a spouse and 92,654 shares through a 401(K) Plan.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. An executive acquiring shares, even as compensation, generally signals confidence and aligns management's interests with shareholders. The tax withholding is a neutral, administrative event.

Positives

• An executive and 10% owner, Gregory S. Bentley, acquired a significant number of shares (36,765) as part of a bonus plan, aligning his interests further with shareholders.
• The acquisition of shares through a bonus pool plan indicates the company's compensation structure includes equity incentives for its top management.

Future Outlook

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

Industry Context

This insider transaction is a routine disclosure of executive compensation and tax withholding, and does not provide specific insights into broader industry trends or competitive positioning beyond the company's internal compensation practices.

Related Party Transactions

• The acquisition of shares by Gregory S. Bentley from Bentley Systems, Inc. as part of the Bonus Pool Plan constitutes a related party transaction, as he is an executive and 10% owner.

Stakeholder Impact

• Shareholders: Increased direct ownership by a key executive may be viewed positively, indicating alignment of interests.
• Employees: The Bonus Pool Plan demonstrates the company's use of equity-based compensation, which can be a positive for employee retention and motivation.

Key Dates

Keywords

Bentley Systems, BSY, Insider Transaction, Form 4, Executive Compensation, Stock Acquisition, Gregory S. Bentley, Bonus Pool Plan