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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Bentley Systems, Incorporated (Name of Issuer) |
Class B Common Stock (Title of Class of Securities) |
(CUSIP Number) |
09/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Verdugo Bentley Marie T. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
25,091,940.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.62 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Shares owned reflects (a) common stock owned directly by family trusts of which the Reporting Person is Trustee and (b) 315,702 shares of Class B Common stock held jointly with the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of any other shares of Class B common stock beneficially owned by her spouse.
8.62% is based on 290,923,096 shares of Class B common stock outstanding as of as of September 30, 2026, as disclosed in the Proxy Statement on Schedule 14A as filed by the Issuer with the Securities and Exchange Commission on November 5, 2026. There were 11,515,127 shares of Class A common stock outstanding as of September 30, 2026. Each share of Class B common stock is entitled to one vote, and each share of Class A common stock is entitled to 29 votes. The percentage reported excludes the Class A common stock. After giving effect to the 29 to 1 vote power of the Class A common stock and assuming the conversion of the Class A common stock to Class B common stock, the Reporting Person has sole or shared voting power with respect to 4.0% of the Issuer's common stock and sole or share dispositive power with respect to 8.3% of the Issuer's common stock.
SCHEDULE 13G
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| Item 1. | |
| (a) | Name of issuer:
Bentley Systems, Incorporated |
| (b) | Address of issuer's principal executive offices:
685 Stockton Drive, Exton, PA 19341 |
| Item 2. | |
| (a) | Name of person filing:
Marie Therese Verdugo Bentley |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office (or, if none, the residence) of each person filing this Schedule is as follows:
c/o Bentley Systems, Incorporated, 685 Stockton Drive, Exton, Pennsylvania 19341. |
| (c) | Citizenship:
United States of America |
| (d) | Title of class of securities:
Class B Common Stock |
| (e) | CUSIP No.:
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
25,091,940 |
| (b) | Percent of class:
8.62% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
24,776,238 | |
| (ii) Shared power to vote or to direct the vote:
315,702 | |
| (iii) Sole power to dispose or to direct the disposition of:
24,776,238 | |
| (iv) Shared power to dispose or to direct the disposition of:
315,702 | |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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