Form 4: Director Gifts BSY Shares Under 10b5-1 Plan

Barry J. Bentley, a Director and 10% owner of Bentley Systems, gifted 110,000 shares of Class B Common Stock effective September 2, 2025, under a Rule 10b5-1 plan.

Summary

• Barry J. Bentley, a Director and 10% owner of Bentley Systems, Inc. (BSY), reported a disposition of 110,000 shares of Class B Common Stock.
• The transaction is a gift (Transaction Code 'G') with a price of $0.00 per share.
• The effective date of the transaction is September 2, 2025.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged disposition.
• Following the transaction, Mr. Bentley will beneficially own 11,838,249 shares directly and 92,654 shares indirectly through a 401(K) Plan.

Sentiment

Score: 6

Explanation: The disposition of shares is a gift, not a sale, and was executed under a pre-arranged 10b5-1 plan. This suggests a planned reduction in direct ownership, likely for estate planning or philanthropic reasons, rather than a reaction to negative company performance.

Positives

• The transaction is a gift, indicating a non-sale disposition, which does not directly put selling pressure on the stock from this specific transaction.
• The transaction is pre-planned under a Rule 10b5-1(c) plan, suggesting a structured approach to share management rather than an opportunistic sale.

Negatives

• A significant number of shares (110,000) are being disposed of, reducing the insider's direct ownership stake.

Risks

• While a gift, a large disposition by a director and 10% owner could be perceived negatively by some investors, potentially signaling a reduction in personal exposure to the company's future performance, even if for estate planning or philanthropic reasons.

Future Outlook

NA

Industry Context

Insider transactions, especially gifts, are common for high-net-worth individuals for estate planning or philanthropic purposes. The use of a 10b5-1 plan indicates a pre-arranged, compliant transaction, which is a standard practice in corporate governance to manage insider stock sales or dispositions without being subject to insider trading allegations.

Stakeholder Impact

• Shareholders: A slight reduction in direct insider ownership, but the nature of the transaction (gift) and the 10b5-1 plan mitigate concerns compared to an open market sale.

Key Dates

Recommendation

This Form 4 reports a gift of shares by a director and 10% owner under a pre-arranged 10b5-1 plan. While it represents a reduction in direct beneficial ownership, it is not an open market sale and is likely for estate planning or philanthropic purposes. Such a transaction typically has a neutral to slightly positive impact on investor sentiment, as it doesn't signal a lack of confidence in the company's future. Therefore, a 'hold' recommendation is appropriate as this specific filing does not provide new information that would fundamentally alter the investment thesis for BSY.

Keywords

Bentley Systems, BSY, Form 4, Insider Transaction, Stock Gift, 10b5-1 Plan, Director Ownership, Share Disposition