Bentley Systems, Incorporated (NASDAQ:BSY) Executive Chair and President Gregory S. Bentley filed a Form 4 on October 26, 2026, reporting changes in beneficial ownership of Class B Common Stock stemming from a Bonus Pool Plan payment transacted on October 22, 2026.

Key Highlights

  • Shares acquired: Gregory S. Bentley received 63,793 shares of Class B Common Stock at $39.41 per share as the stock portion of compensation under the issuer's Bonus Pool Plan.
  • Tax withholding: The issuer withheld 27,903 shares at $39.41 per share to cover taxes owed by Bentley in connection with the same Bonus Pool Payment.
  • Resulting direct ownership: Following both transactions, Bentley directly holds 7,716,252 shares of Class B Common Stock.
  • Indirect holdings: Bentley also holds 29,155 shares indirectly through a spouse and 92,654 shares indirectly through a 401(K) Plan.
  • Roles: The filing identifies Bentley as a Director, 10% Owner, and Officer with the title Executive Chair and President.
  • Transaction date: Both the acquisition and the tax-withholding disposition occurred on October 22, 2026.

Bonus Pool Plan Drives Class B Share Activity for Bentley's Executive Chair

According to the filing, Gregory S. Bentley received 63,793 shares of Class B Common Stock on October 22, 2026, as the stock portion of compensation paid under Bentley Systems' Bonus Pool Plan. The shares were acquired at a price of $39.41 each. In the same transaction date, the issuer withheld 27,903 shares, also at $39.41, to cover taxes owed by Bentley in connection with that Bonus Pool Payment. The net effect of these two transactions reduced Bentley's direct holdings relative to the gross acquisition.

Following both reported transactions, the filing shows Bentley directly and beneficially owns 7,716,252 shares of Class B Common Stock. In addition, the filing discloses indirect beneficial ownership of 29,155 shares held by his spouse and 92,654 shares held through a 401(K) Plan. No derivative securities transactions were reported in Table II of the filing.

The filing was signed by Michael T. Fischette as Attorney-in-Fact on October 26, 2026. Bentley is identified in the filing as holding multiple roles at the issuer: Director, 10% Owner, and Officer serving as Executive Chair and President.

What Was Disclosed

Gregory S. Bentley, Executive Chair and President of Bentley Systems, disclosed the acquisition of 63,793 Class B Common Stock shares as Bonus Pool Plan compensation and the withholding of 27,903 shares for taxes, both at $39.41, resulting in direct ownership of 7,716,252 shares.