BSY 10-Q Quarterly Report June 30, 2025

BENTLEY SYSTEMS INC

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bsy-20250630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 10-Q

___________________________________


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended June 30, 2025
OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from to

Commission File Number: 001-39548

___________________________________

BENTLEY SYSTEMS, INCORPORATED

(Exact name of registrant as specified in its charter)

___________________________________


Delaware						95-3936623
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

685 Stockton Drive
Exton , Pennsylvania						19341
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: ( 610 ) 458-5000

___________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class B Common Stock, $0.01 Par Value

BSY

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.


Large accelerated filer ☒			Accelerated filer ☐
Non-accelerated filer ☐			Smaller reporting company ☐
			Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒

As of July 30, 2025, the registrant had 11,537,627 shares of Class A and 292,093,306 shares of Class B common stock outstanding.

BENTLEY SYSTEMS, INCORPORATED

FORM 10-Q

TABLE OF CONTENTS


						Page
PART I. FINANCIAL INFORMATION
Item 1. Unaudited Consolidated Financial Statements
Consolidated Balance Sheets						4
Consolidated Statements of Operations						5
Consolidated Statements of Comprehensive Income						6
Consolidated Statements of Equity						7
Consolidated Statements of Cash Flows						9
Notes to Consolidated Financial Statements						11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						32
Item 3. Quantitative and Qualitative Disclosures About Market Risk						45
Item 4. Controls and Procedures						46

PART II. OTHER INFORMATION
Item 1. Legal Proceedings						47
Item 1A. Risk Factors						47
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						47
Item 5. Other Information						48
Item 6. Exhibits						48

SIGNATURE						49

Table of Contents

EXPLANATORY NOTE

This Quarterly Report on Form 10‑Q is for the three and six months ended June 30, 2025. This Quarterly Report on Form 10‑Q modifies and supersedes documents filed before it. The United States (“U.S.”) Securities and Exchange Commission (“SEC”) allows us to “incorporate by reference” information that we file with it, which means that we can disclose important information to you by referring you directly to those documents. Information incorporated by reference is considered to be part of this Quarterly Report on Form 10‑Q. In addition, information that we file with the SEC in the future will automatically update and supersede information contained in this Quarterly Report on Form 10‑Q.

Unless indicated otherwise, throughout this Quarterly Report on Form 10‑Q, we refer to Bentley Systems, Incorporated and its consolidated subsidiaries, as “Bentley Systems,” “Bentley,” the “Company,” “we,” “us,” and “our.”

This Quarterly Report on Form 10‑Q contains trademarks, service marks, brands, or product names owned by us, as well as those owned by others.

Numerical information in this report is presented on a rounded basis using actual amounts. Minor differences in totals and percentage calculations may exist due to rounding.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10‑Q includes forward‑looking statements. All statements contained in this Quarterly Report on Form 10‑Q other than statements of historical facts, including statements regarding our future results of operations and financial condition, our business strategy, and plans and our objectives for future operations, are forward‑looking statements. The words “believe,” “may,” “will,” “could,” “would,” “seeks,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions, as well as statements regarding our focus for the future, are intended to identify forward‑looking statements. We have based these forward‑looking statements largely on our current expectations, projections, and assumptions about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short‑term and long‑term business operations and objectives, and financial needs. These forward‑looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward‑looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this Quarterly Report on Form 10‑Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward‑looking statements. The forward‑looking statements, as well as our Quarterly Report on Form 10‑Q as a whole, are subject to risks and uncertainties.

These statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from those anticipated by the forward‑looking statements. We discuss many of these risks in this Quarterly Report on Form 10‑Q in greater detail in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10‑Q. You should not rely upon forward‑looking statements as predictions of future events.

Although we believe that the expectations reflected in the forward‑looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements, events, or circumstances reflected in the forward‑looking statements will occur. Except as required by law, we undertake no obligation to update any of these forward‑looking statements after the date of this Quarterly Report on Form 10‑Q to conform these statements to actual results or revised expectations.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Unaudited Consolidated Financial Statements

BENTLEY SYSTEMS, INCORPORATED

Consolidated Balance Sheets

(in thousands, except share and per share data)

(unaudited)


	June 30, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	89,646	$	64,009
Accounts receivable	300,173		322,862
Allowance for doubtful accounts	( 9,104 )		( 8,395 )
Prepaid income taxes	8,789		13,066
Prepaid and other current assets	50,018		50,531
Total current assets	439,522		442,073
Property and equipment, net	34,377		33,798
Operating lease right-of-use assets	31,473		32,303
Intangible assets, net	192,751		213,959
Goodwill	2,416,815		2,367,179
Investments	25,844		25,764
Deferred income taxes	201,702		198,286
Other assets	80,800		86,445
Total assets	$	3,423,284	$	3,399,807
Liabilities and Equity
Current liabilities:
Accounts payable	$	24,480	$	16,479
Accruals and other current liabilities	153,821		169,522
Cloud Services Subscription deposits	414,791		366,895
Deferred revenues	246,646		245,729
Operating lease liabilities	11,908		11,656
Income taxes payable	6,718		4,053
Current portion of long-term debt	—		—
Total current liabilities	858,364		814,334
Long-term debt	1,245,843		1,388,088
Deferred compensation plan liabilities	98,895		96,684
Long-term operating lease liabilities	24,986		26,894
Deferred revenues	18,172		16,641
Deferred income taxes	8,768		8,612
Income taxes payable	—		3,615
Other liabilities	6,086		3,819
Total liabilities	2,261,114		2,358,687
Commitments and contingencies (Note 18)
Equity:
Preferred stock, $ 0.01 par value, authorized 100,000,000 shares; none issued or outstanding as of June 30, 2025 and December 31, 2024	—		—
Class A common stock, $ 0.01 par value, authorized 100,000,000 shares; issued and outstanding 11,537,627 shares as of June 30, 2025 and December 31, 2024	115		115
Class B common stock, $ 0.01 par value, authorized 1,800,000,000 shares; issued and outstanding 291,900,445 and 290,439,703 shares as of June 30, 2025 and December 31, 2024, respectively	2,919		2,905
Additional paid-in capital	1,259,476		1,217,986
Accumulated other comprehensive loss	( 69,095 )		( 104,078 )
Accumulated deficit	( 31,374 )		( 75,941 )
Total Bentley Systems stockholders’ equity	1,162,041		1,040,987
Noncontrolling interest	129		133
Total equity	1,162,170		1,041,120
Total liabilities and equity	$	3,423,284	$	3,399,807

See accompanying notes to consolidated financial statements.

Table of Contents

BENTLEY SYSTEMS, INCORPORATED

Consolidated Statements of Operations

(in thousands, except share and per share data)

(unaudited)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
Revenues:
Subscriptions	$	333,452	$	297,444	$	675,770	$	604,533
Perpetual licenses	10,193		10,863		20,985		20,375
Subscriptions and licenses	343,645		308,307		696,755		624,908
Services	20,461		22,030		37,893		43,192
Total revenues	364,106		330,337		734,648		668,100
Cost of revenues:
Cost of subscriptions and licenses	47,758		42,432		94,256		82,650
Cost of services	21,018		20,761		40,179		42,373
Total cost of revenues	68,776		63,193		134,435		125,023
Gross profit	295,330		267,144		600,213		543,077
Operating expenses:
Research and development	75,385		65,709		147,835		134,080
Selling and marketing	69,873		57,129		132,932		111,515
General and administrative	49,857		54,854		97,085		101,336
Deferred compensation plan	7,584		883		6,338		6,682
Amortization of purchased intangibles	8,201		8,392		16,409		17,356
Total operating expenses	210,900		186,967		400,599		370,969
Income from operations	84,430		80,177		199,614		172,108
Interest expense, net	( 3,519 )		( 5,100 )		( 7,327 )		( 11,620 )
Other (expense) income, net	( 1,596 )		2,280		( 1,147 )		9,417
Income before income taxes	79,315		77,357		191,140		169,905
Provision for income taxes	( 8,876 )		( 5,330 )		( 29,364 )		( 27,577 )
Equity in net income of investees, net of tax	61		19		62		28
Net income	70,500		72,046		161,838		142,356
Less: Net income (loss) attributable to noncontrolling interest	18		—		( 12 )		—
Net income attributable to Bentley Systems	$	70,482	$	72,046	$	161,850	$	142,356

Net income per share attributable to Bentley Systems stockholders:
Basic	$	0.22	$	0.23	$	0.51	$	0.45
Diluted	$	0.22	$	0.22	$	0.50	$	0.44
Weighted average shares:
Basic	314,622,491		314,980,580		314,894,050		314,660,906
Diluted	332,824,020		333,780,984		333,150,282		333,725,315

See accompanying notes to consolidated financial statements.

Table of Contents

BENTLEY SYSTEMS, INCORPORATED

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
Net income	$	70,500	$	72,046	$	161,838	$	142,356
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustments	28,465		( 645 )		34,937		( 8,378 )
Actuarial loss on retirement plan, net of tax effect of $( 8 ), $ 0 , $( 16 ), and $( 28 ), respectively	27		—		54		101
Total other comprehensive income (loss), net of taxes	28,492		( 645 )		34,991		( 8,277 )
Comprehensive income	98,992		71,401		196,829		134,079
Less: Net income (loss) attributable to noncontrolling interest	18		—		( 12 )		—
Less: Other comprehensive income (loss) attributable to noncontrolling interest	4		—		8		—
Comprehensive income attributable to Bentley Systems	$	98,970	$	71,401	$	196,833	$	134,079

See accompanying notes to consolidated financial statements.

Table of Contents

BENTLEY SYSTEMS, INCORPORATED

Consolidated Statements of Equity

(in thousands, except share data)

(unaudited)


	Three Months Ended June 30, 2025
										Total
						Accumulated				Bentley
	Class A and Class B			Additional		Other				Systems		Non-
	Common Stock			Paid-In		Comprehensive		Accumulated		Stockholders'		Controlling		Total
	Shares	Par Value		Capital		Loss		Deficit		Equity		Interest		Equity
Balance, March 31, 2025	302,909,806	$	3,029	$	1,239,817	$	( 97,583 )	$	( 47,681 )	$	1,097,582	$	107	$	1,097,689
Net income	—	—		—		—		70,482		70,482		18		70,500
Other comprehensive income	—	—		—		28,488		—		28,488		4		28,492
Dividends declared	—	—		—		—		( 21,295 )		( 21,295 )		—		( 21,295 )
Shares issued in connection with deferred compensation plan, net	883,626	9		( 9 )		—		( 11,165 )		( 11,165 )		—		( 11,165 )

Shares issued in connection with executive bonus plan, net	26,727	—		2,062		—		( 902 )		1,160		—		1,160

Shares issued for stock grants, net	12,591	—		600		—		—		600		—		600
Stock-based compensation expense	—	—		17,007		—		—		17,007		—		17,007
Shares related to restricted stock, net	104,465	1		( 1 )		—		( 809 )		( 809 )		—		( 809 )
Repurchases of Class B common stock under approved program	( 499,143 )	( 5 )		—		—		( 20,004 )		( 20,009 )		—		( 20,009 )

Balance, June 30, 2025	303,438,072	$	3,034	$	1,259,476	$	( 69,095 )	$	( 31,374 )	$	1,162,041	$	129	$	1,162,170


	Six Months Ended June 30, 2025
										Total
						Accumulated				Bentley
	Class A and Class B			Additional		Other				Systems		Non-
	Common Stock			Paid-In		Comprehensive		Accumulated		Stockholders'		Controlling		Total
	Shares	Par Value		Capital		Loss		Deficit		Equity		Interest		Equity
Balance, December 31, 2024	301,977,330	$	3,020	$	1,217,986	$	( 104,078 )	$	( 75,941 )	$	1,040,987	$	133	$	1,041,120
Net income (loss)	—	—		—		—		161,850		161,850		( 12 )		161,838
Other comprehensive income	—	—		—		34,983		—		34,983		8		34,991
Dividends declared	—	—		—		—		( 42,493 )		( 42,493 )		—		( 42,493 )
Shares issued in connection with deferred compensation plan, net	1,572,829	16		( 16 )		—		( 11,165 )		( 11,165 )		—		( 11,165 )

Shares issued in connection with executive bonus plan, net	49,545	—		3,124		—		( 902 )		2,222		—		2,222
Shares issued in connection with employee stock purchase plan, net	130,212	1		5,311		—		( 169 )		5,143		—		5,143
Shares issued for stock grants, net	12,591	—		600		—		—		600		—		600
Stock-based compensation expense	—	—		32,480		—		—		32,480		—		32,480
Shares related to restricted stock, net	868,606	9		( 9 )		—		( 12,543 )		( 12,543 )		—		( 12,543 )
Repurchases of Class B common stock under approved program	( 1,173,041 )	( 12 )		—		—		( 50,011 )		( 50,023 )		—		( 50,023 )

Balance, June 30, 2025	303,438,072	$	3,034	$	1,259,476	$	( 69,095 )	$	( 31,374 )	$	1,162,041	$	129	$	1,162,170

See accompanying notes to consolidated financial statements.

Table of Contents

BENTLEY SYSTEMS, INCORPORATED

Consolidated Statements of Equity

(in thousands, except share data)

(unaudited)


	Three Months Ended June 30, 2024
										Total
						Accumulated				Bentley
	Class A and Class B			Additional		Other				Systems		Non-
	Common Stock			Paid-In		Comprehensive		Accumulated		Stockholders'		Controlling		Total
	Shares	Par Value		Capital		Loss		Deficit		Equity		Interest		Equity
Balance, March 31, 2024	298,014,682	$	2,980	$	1,154,137	$	( 92,619 )	$	( 132,595 )	$	931,903	$	704	$	932,607
Net income	—	—		—		—		72,046		72,046		—		72,046
Other comprehensive loss	—	—		—		( 645 )		—		( 645 )		—		( 645 )
Dividends declared	—	—		—		—		( 17,980 )		( 17,980 )		—		( 17,980 )
Shares issued in connection with deferred compensation plan	1,936,318	19		( 19 )		—		—		—		—		—
Deferred compensation plan elective participant deferrals	—	—		43		—		—		43		—		43
Shares issued in connection with executive bonus plan	102,352	1		5,564		—		—		5,565		—		5,565


Shares issued for stock grants, net	11,391	—		600		—		—		600		—		600
Stock-based compensation expense	—	—		16,306		—		—		16,306		—		16,306
Shares related to restricted stock, net	109,473	1		( 1 )		—		( 1,527 )		( 1,527 )		—		( 1,527 )
Repurchases of Class B common stock under approved program	( 427,083 )	( 4 )		—		—		( 22,505 )		( 22,509 )		—		( 22,509 )

Balance, June 30, 2024	299,747,133	$	2,997	$	1,176,630	$	( 93,264 )	$	( 102,561 )	$	983,802	$	704	$	984,506


	Six Months Ended June 30, 2024
										Total
						Accumulated				Bentley
	Class A and Class B			Additional		Other				Systems		Non-
	Common Stock			Paid-In		Comprehensive		Accumulated		Stockholders'		Controlling		Total
	Shares	Par Value		Capital		Loss		Deficit		Equity		Interest		Equity
Balance, December 31, 2023	296,265,837	$	2,963	$	1,127,234	$	( 84,987 )	$	( 161,932 )	$	883,278	$	704	$	883,982
Net income	—	—		—		—		142,356		142,356		—		142,356
Other comprehensive loss	—	—		—		( 8,277 )		—		( 8,277 )		—		( 8,277 )
Dividends declared	—	—		—		—		( 35,851 )		( 35,851 )		—		( 35,851 )
Shares issued in connection with deferred compensation plan	2,474,063	24		( 24 )		—		—		—		—		—
Deferred compensation plan elective participant deferrals	—	—		101		—		—		101		—		101
Shares issued in connection with executive bonus plan	168,291	2		8,914		—		—		8,916		—		8,916
Shares issued in connection with employee stock purchase plan, net	122,020	1		5,559		—		( 175 )		5,385		—		5,385
Stock option exercises, net	844,283	8		3,999		—		( 2,195 )		1,812		—		1,812
Shares issued for stock grants, net	11,391	—		600		—		—		600		—		600
Stock-based compensation expense	—	—		30,253		—		—		30,253		—		30,253
Shares related to restricted stock, net	590,929	6		( 6 )		—		( 7,256 )		( 7,256 )		—		( 7,256 )
Repurchases of Class B common stock under approved program	( 729,681 )	( 7 )		—		—		( 37,508 )		( 37,515 )		—		( 37,515 )

Balance, June 30, 2024	299,747,133	$	2,997	$	1,176,630	$	( 93,264 )	$	( 102,561 )	$	983,802	$	704	$	984,506

See accompanying notes to consolidated financial statements.

Table of Contents

BENTLEY SYSTEMS, INCORPORATED

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Six Months Ended
	June 30,
	2025		2024
Cash flows from operating activities:
Net income	$	161,838	$	142,356
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	31,389		32,367
Deferred income taxes	( 2,646 )		8,666
Stock-based compensation expense	36,995		41,759
Deferred compensation plan	6,338		6,682
Amortization of deferred debt issuance costs	3,788		3,750
Change in fair value of derivative	7,711		( 2,361 )
Foreign currency remeasurement loss	1,547		502
Other	593		( 1,715 )
Changes in assets and liabilities, net of effect from acquisitions:
Accounts receivable	36,570		14,330
Prepaid and other assets	7,536		( 585 )
Accounts payable, accruals, and other liabilities	( 29,396 )		( 22,268 )
Cloud Services Subscription deposits	27,426		63,890
Deferred revenues	( 13,200 )		( 14,888 )
Income taxes payable, net of prepaid income taxes	4,011		( 4,930 )
Net cash provided by operating activities	280,500		267,555
Cash flows from investing activities:
Purchases of property and equipment and investment in capitalized software	( 7,135 )		( 6,689 )
Acquisitions, net of cash acquired	—		( 5,000 )
Purchases of investments	—		( 557 )

Other	—		1,300
Net cash used in investing activities	( 7,135 )		( 10,946 )
Cash flows from financing activities:
Proceeds from credit facilities	236,089		51,724
Payments of credit facilities	( 371,404 )		( 143,752 )




Repurchase of convertible senior notes	( 9,797 )		—
Repayments of term loan	—		( 105,000 )
Payments of contingent and non-contingent consideration	( 310 )		( 451 )
Payments of dividends	( 42,493 )		( 35,851 )
Proceeds from stock purchases under employee stock purchase plan	5,312		5,560
Proceeds from exercise of stock options	—		4,007
Payments for shares acquired including shares withheld for taxes	( 24,779 )		( 9,626 )
Repurchases of Class B common stock under approved program	( 50,023 )		( 37,515 )
Other	( 104 )		( 95 )
Net cash used in financing activities	( 257,509 )		( 270,999 )
Effect of exchange rate changes on cash and cash equivalents	9,781		( 2,744 )
Increase (decrease) in cash and cash equivalents	25,637		( 17,134 )
Cash and cash equivalents, beginning of period	64,009		68,412
Cash and cash equivalents, end of period	$	89,646	$	51,278

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BENTLEY SYSTEMS, INCORPORATED

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Six Months Ended
	June 30,
	2025		2024
Supplemental information:
Cash paid for income taxes	$	31,477	$	23,472
Income tax refunds	$	1,770	$	625
Interest paid	$	3,324	$	8,706
Non-cash investing and financing activities:



Share-settled executive bonus plan awards	$	3,124	$	8,916
Deferred compensation plan elective participant deferrals	$	—	$	101

See accompanying notes to consolidated financial statements.

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BENTLEY SYSTEMS, INCORPORATED

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

(unaudited)

Note 1: Basis of Presentation and Significant Accounting Policies

The accompanying unaudited consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. The unaudited consolidated financial statements and accompanying notes have been prepared in U.S. dollars, and in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the SEC regarding interim financial reporting. Accordingly, they do not include all the information and notes required by GAAP for annual financial statements. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2024 Annual Report on Form 10 ‑ K. In management’s opinion, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal, recurring and non-recurring adjustments) that were considered necessary for the fair statement of the Company’s financial position, results of operations, and cash flows as of the dates and for the periods indicated. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. Actual results could differ materially from those estimates. The December 31, 2024 consolidated balance sheet included herein is derived from the Company’s audited consolidated financial statements.

Reclassifications

Certain reclassifications of prior period amounts have been made to conform to the current period presentation.

Accounting Policies

Software Development Costs — Under its Accelerated Commercial Development Program (“ACDP”) (the Company’s structured approach to an in‑house business incubator function), the Company capitalizes certain development costs related to certain projects once technological feasibility is established. Total costs capitalized under the ACDP were $ 484 and $ 1,135 for the three months ended June 30, 2025 and 2024, respectively, and $ 806 and $ 2,434 for the six months ended June 30, 2025 and 2024, respectively. Additionally, total ACDP related amortization was $ 795 and $ 1,012 for the three months ended June 30, 2025 and 2024, respectively, and $ 1,550 and $ 1,661 for the six months ended June 30, 2025 and 2024, respectively, and is included in Cost of subscriptions and licenses in the consolidated statements of operations. As of June 30, 2025 and December 31, 2024, $ 13,215 and $ 12,961 of ACDP capitalized costs were recorded in Other assets in the consolidated balance sheets, respectively.

Internal-Use Software Implementation Costs — The Company has entered into cloud-based software hosting arrangements related to new internal-use information technology systems, including a new enterprise resource planning system, human capital management system, and customer relationship management system for which it incurs implementation costs. As of June 30, 2025 and December 31, 2024, capitalized internal-use software implementation costs were $ 23,986 and $ 18,791 , respectively, which are included in Prepaid and other current assets or Other assets in the consolidated balance sheets, depending on the short- or long-term nature of such costs.

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Note 2: Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024‑03, Income Statements–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024‑03”), which requires enhanced disclosure of income statement expense categories to improve transparency and provide financial statement users with more detailed information about the nature, amount, and timing of expenses impacting financial performance. ASU 2024-03 is effective for the Company for the annual reporting period beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The amendments in ASU 2024-03 may be adopted either on a prospective basis to financial statements issued for reporting periods after the effective date or on a retrospective basis to all periods presented. The Company is currently evaluating the impact of the adoption of ASU 2024‑03, however, other than additional disclosure, the Company does not expect a change to the consolidated financial statements.

In March 2024, the SEC adopted the final rule under SEC Release No. 33‑11275, The Enhancement and Standardization of Climate‑Related Disclosures for Investors . The final rule requires registrants to disclose certain climate‑related information in registration statements and annual reports. The final rule disclosure requirements will begin phasing in prospectively for the Company’s fiscal year beginning January 1, 2025. In April 2024, the SEC issued an order staying the final rule pending completion of a judicial review of certain petitions challenging their validity. In March 2025, the SEC voted to end its defense of the final rule. The Company is currently evaluating the impact of the final rule on its consolidated financial statements disclosures and monitoring the status of the final rule pending the court’s ultimate decision.

In December 2023, the FASB issued ASU No. 2023‑09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023‑09”), which expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. ASU 2023‑09 is effective for the Company for the annual reporting period beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2023‑09 on its consolidated financial statements disclosures.

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Note 3: Revenue from Contracts with Customers

Disaggregation of Revenues

The Company’s revenues consist of the following:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
Subscriptions:
Enterprise subscriptions (1)	$	151,659	$	127,845	$	302,137	$	255,372
SELECT subscriptions	67,284		63,648		129,444		127,189
Term license subscriptions	114,509		105,951		244,189		221,972
Subscriptions	333,452		297,444		675,770		604,533
Perpetual licenses	10,193		10,863		20,985		20,375
Subscriptions and licenses	343,645		308,307		696,755		624,908
Services:
Recurring	4,468		4,040		7,623		7,854
Other	15,993		17,990		30,270		35,338
Services	20,461		22,030		37,893		43,192
Total revenues	$	364,106	$	330,337	$	734,648	$	668,100

(1) Enterprise subscriptions are primarily revenues attributable to Enterprise 365 (“E365”) subscriptions of $ 150,166 and $ 125,630 for the three months ended June 30, 2025 and 2024, respectively, and $ 297,070 and $ 248,666 for the six months ended June 30, 2025 and 2024, respectively.

The Company recognizes perpetual licenses and the term license component of subscriptions as revenue when either the licenses are delivered or at the start of the subscription term. For the three months ended June 30, 2025 and 2024, the Company recognized $ 184,341 and $ 162,458 of license related revenues, respectively, of which $ 174,148 and $ 151,595 , respectively, were attributable to the term license component of the Company’s subscription‑based commercial offerings recorded in Subscriptions in the consolidated statements of operations. For the six months ended June 30, 2025 and 2024, the Company recognized $ 385,379 and $ 338,767 of license related revenues, respectively, of which $ 364,394 and $ 318,392 , respectively, were attributable to the term license component of the Company’s subscription‑based commercial offerings recorded in Subscriptions in the consolidated statements of operations.

Revenue from external customers is attributed to individual countries based upon the location of the customer. Revenues by geographic region are as follows:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
Americas (1)	$	194,059	$	176,310	$	393,034	$	360,503
Europe, the Middle East, and Africa (“EMEA”)	105,414		95,865		212,419		190,579
Asia-Pacific (“APAC”)	64,633		58,162		129,195		117,018
Total revenues	$	364,106	$	330,337	$	734,648	$	668,100

(1) Americas includes the U.S., Canada, and Latin America (including the Caribbean). Revenue attributable to the U.S. totaled $ 155,358 and $ 139,010 for the three months ended June 30, 2025 and 2024, respectively, and $ 308,387 and $ 277,262 for the six months ended June 30, 2025 and 2024, respectively.

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The Company derived 6 % of its total revenues through channel partners for both the three and six months ended June 30, 2025 and 7 % of its total revenues through channel partners for both the three and six months ended June 30, 2024.

Unbilled Accounts Receivable

Unbilled accounts receivable represent amounts that are unbilled due to agreed-upon contractual terms in which billing occurs subsequent to revenue recognition, and are included in Accounts receivable in the consolidated balance sheets. As of June 30, 2025 and December 31, 2024, unbilled accounts receivable were $ 174,012 and $ 159,924 , respectively.

Contract Balances

As of June 30, 2025 and December 31, 2024, the Company’s contract assets relate to performance obligations completed in advance of the right to invoice and are included in Prepaid and other current assets in the consolidated balance sheets. Contract assets were not material as of June 30, 2025 or December 31, 2024.

Deferred revenues consist of billings made or payments received in advance of revenue recognition from subscriptions and services. The primary changes in deferred revenues are due to the Company’s performance under the contracts and new billings made or payments received in advance of revenue recognition from subscriptions and services. The satisfaction of performance obligations typically lags behind payments received under revenue from contracts with customers.

For the six months ended June 30, 2025, $ 175,935 of revenues that were included in the December 31, 2024 deferred revenues balance were recognized. There were additional deferrals of $ 163,049 for the six months ended June 30, 2025, which were primarily related to new billings. For the six months ended June 30, 2024, $ 165,042 of revenues that were included in the December 31, 2023 deferred revenues balance were recognized. There were additional deferrals of $ 152,734 for the six months ended June 30, 2024, which were primarily related to new billings.

As of June 30, 2025 and December 31, 2024, the Company deferred $ 19,905 and $ 18,540 , respectively, related to portfolio balancing exchange rights which is included in Deferred revenues in the consolidated balance sheets.

Remaining Performance Obligations

The Company’s contracts with customers include amounts allocated to performance obligations that will be satisfied at a later date. As of June 30, 2025, amounts allocated to these remaining performance obligations are $ 264,818 , of which the Company expects to recognize approximately 93 % over the next 12 months with the remaining amount thereafter.

Note 4: Acquisitions

The aggregate details of the Company’s acquisition activity are as follows:


	Acquisitions Completed During
	Six Months Ended June 30,
	2025		2024
Number of acquisitions	—		1
Cash paid at closing	$	—	$	5,000

Net cash paid	$	—	$	5,000

The operating results of the acquired businesses were not material, individually or in the aggregate, to the Company’s consolidated statements of operations.

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The operating results for any acquired business are included in the Company’s consolidated financial statements from the closing date of each respective acquisition. The following summarizes the fair values of the assets acquired and liabilities assumed, as well as the weighted average useful lives assigned to acquired intangible assets at the respective date of each acquisition:


	Acquisitions Completed During
	Year Ended
	December 31, 2024
Consideration:
Cash paid at closing	$	143,299


Other	108
Total consideration	$	143,407
Assets acquired and liabilities assumed:
Cash	$	12,892
Accounts receivable and other current assets	6,102
Operating lease right-of-use assets	103


Other assets	86
Software and technology (weighted average useful life of 5 years)	7,025
Customer relationships (weighted average useful life of 3 years)	284
Trademarks (weighted average useful life of 10 years)	5,145

Total identifiable assets acquired excluding goodwill	31,637
Accruals and other current liabilities	( 5,778 )
Deferred revenues	( 2,427 )
Operating lease liabilities	( 103 )
Deferred income taxes	( 136 )

Total liabilities assumed	( 8,444 )
Net identifiable assets acquired excluding goodwill	23,193
Goodwill	120,214
Net assets acquired	$	143,407

The Company is in the process of finalizing the purchase accounting for certain acquisitions completed during the year ended December 31, 2024. The initial accounting for these business combinations is not complete because the evaluation necessary to assess the fair values of certain net assets acquired is still in process. The provisional amounts are subject to revision until the evaluations are completed to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. The allocation of the purchase price may be modified from the date of the acquisition as more information is obtained about the fair values of assets acquired and liabilities assumed, however, such measurement period cannot exceed one year. The primary areas of preliminary purchase price allocation that are not yet finalized relate to tax assets and liabilities, and residual goodwill.

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Note 5: Property and Equipment, Net

Property and equipment, net consist of the following:


	June 30, 2025		December 31, 2024
Land	$	1,341	$	1,341
Building and improvements	33,628		32,115
Computer equipment and software	58,580		50,696
Furniture, fixtures, and equipment	10,504		9,183
Aircraft	2,038		2,038
Other	48		40
Property and equipment, at cost	106,139		95,413
Less: Accumulated depreciation	( 71,762 )		( 61,615 )
Total property and equipment, net	$	34,377	$	33,798

Depreciation expense was $ 3,453 and $ 3,313 for the three months ended June 30, 2025 and 2024, respectively, and $ 6,798 and $ 6,680 for the six months ended June 30, 2025 and 2024, respectively.

Note 6: Goodwill and Other Intangible Assets

Goodwill

The changes in the carrying amount of goodwill are as follows:


Balance, December 31, 2024	$	2,367,179

Foreign currency translation adjustments	49,262
Other adjustments	374
Balance, June 30, 2025	$	2,416,815

Other Intangible Assets

Details of intangible assets other than goodwill are as follows:


		June 30, 2025						December 31, 2024
	Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
Intangible assets subject to amortization:
Software and technology	3 - 5 years	$	84,619	$	( 65,918 )	$	18,701	$	86,578	$	( 61,671 )	$	24,907
Customer relationships	3 - 10 years	318,997		( 177,309 )		141,688		315,773		( 162,175 )		153,598
Trademarks	3 - 10 years	75,066		( 42,704 )		32,362		74,034		( 38,593 )		35,441
Non-compete agreements	5 years	350		( 350 )		—		350		( 337 )		13



Total intangible assets		$	479,032	$	( 286,281 )	$	192,751	$	476,735	$	( 262,776 )	$	213,959

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The aggregate amortization expense for purchased intangible assets with finite lives was reflected in the Company’s consolidated statements of operations as follows:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
Cost of subscriptions and licenses	$	3,204	$	3,129	$	6,440	$	6,355
Amortization of purchased intangibles	8,201		8,392		16,409		17,356
Total amortization expense	$	11,405	$	11,521	$	22,849	$	23,711

Note 7: Investments

Investments consist of the following:


	June 30, 2025		December 31, 2024
Cost method investments	$	23,260	$	23,289
Equity method investments	2,584		2,475
Total investments	$	25,844	$	25,764

Cost Method Investments

The Company invests in technology development companies, generally in the form of equity interests or convertible notes. During the six months ended June 30, 2025 and 2024, the Company invested a total of $ 0 and $ 557 , respectively. As of June 30, 2025 and December 31, 2024, $ 8,928 of the total cost method investment balance relates to the Company’s equity interest in Worldsensing, a leading global connectivity hardware platform company for infrastructure monitoring.

During the second quarter of 2024, the Company acquired a business from Teralytics Holdings AG (“Teralytics”) for $ 5,000 . During the fourth quarter of 2024, the Company sold its ownership percentage in Teralytics, which resulted in no gain or loss.

Note 8: Leases

The Company’s operating leases consist of office facilities, office equipment, and automobiles. As of June 30, 2025, the Company’s leases have remaining terms of less than one year to eight years , some of which include one or more options to renew, with renewal terms from one year to five years and some of which include options to terminate the leases from less than one year to five years .

The components of operating lease cost reflected in the consolidated statements of operations were as follows:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
Operating lease cost (1)	$	3,800	$	3,558	$	7,577	$	7,253
Variable lease cost	1,006		1,115		2,177		2,288

Total operating lease cost	$	4,806	$	4,673	$	9,754	$	9,541

(1) Operating lease cost includes rent cost related to operating leases for office facilities of $ 3,546 and $ 3,301 for the three months ended June 30, 2025 and 2024, respectively, and $ 7,078 and $ 6,772 for the six months ended June 30, 2025 and 2024, respectively.

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Supplemental operating cash flows and other information related to leases was as follows:


	Six Months Ended
	June 30,
	2025		2024
Cash paid for operating leases included in operating cash flows	$	8,156	$	7,409
Right-of-use assets obtained in exchange for new operating lease liabilities	$	3,265	$	3,502

The weighted average remaining lease term for operating leases was 4.1 years and 4.3 years as of June 30, 2025 and December 31, 2024, respectively. The weighted average discount rate was 5.4 % and 5.2 % as of June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025, the Company had additional minimum operating lease payments of $ 6,370 for executed leases that have not yet commenced, primarily for office locations.

Note 9: Accruals and Other Current Liabilities

Accruals and other current liabilities consist of the following:


	June 30, 2025		December 31, 2024
Accrued benefits	$	48,348	$	40,762
Accrued compensation	32,499		47,121










Other accrued and current liabilities	72,974		81,639
Total accruals and other current liabilities	$	153,821	$	169,522

Note 10: Long-Term Debt

Long‑term debt consists of the following:


	June 30, 2025		December 31, 2024
Credit facility:
Revolving loan facility due October 2029	$	—	$	135,315
Convertible senior notes due January 2026 (the “2026 Notes”)	677,830		687,830
Convertible senior notes due July 2027 (the “2027 Notes”)	575,000		575,000
Unamortized debt issuance costs	( 6,987 )		( 10,057 )
Total debt	1,245,843		1,388,088
Less: Current portion of long-term debt	—		—
Long-term debt	$	1,245,843	$	1,388,088

The Company had $ 150 of letters of credit outstanding as of June 30, 2025 and December 31, 2024 under its second amended and restated credit agreement, entered into on October 18, 2024 with a syndicate of banks (the “Credit Facility”). As of June 30, 2025 and December 31, 2024, the Company had $ 1,299,850 and $ 1,164,535 , respectively, available under the Credit Facility.

As of June 30, 2025 and December 31, 2024, the Company was in compliance with all debt covenants and none of the conditions of the 2026 Notes or 2027 Notes to early convert had been met. Unless converted, upon maturity in January 2026, the Company will be required to repay the outstanding principal amount on the 2026 Notes, which, as of June 30, 2025, was $ 677,830 . As of June 30, 2025, the 2026 Notes were classified as long‑term in the consolidated balance sheets as the Company currently has the ability and intent to refinance them on a long‑term basis through available capacity under the Credit Facility.

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During the first quarter of 2025, the Company paid $ 9,797 in cash to repurchase $ 10,000 aggregate principal amount of its outstanding 2026 Notes through open market transactions resulting in an insignificant gain, which was recorded in Other (expense) income, net in the consolidated statements of operations for the six months ended June 30, 2025. The 2026 Notes were repurchased under the BSY Stock Repurchase Program (the “Repurchase Program”) authorization (see Note 13).

Interest Expense, Net

Interest expense, net consists of the following:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
Contractual interest expense	$	( 1,932 )	$	( 4,072 )	$	( 4,375 )	$	( 9,486 )
Amortization of deferred debt issuance costs	( 1,894 )		( 1,927 )		( 3,788 )		( 3,750 )
Other interest expense	( 30 )		( 2 )		( 101 )		( 68 )
Interest income	337		901		937		1,684
Interest expense, net	$	( 3,519 )	$	( 5,100 )	$	( 7,327 )	$	( 11,620 )

The weighted average interest rate on borrowings under the Credit Facility were 6.24 % and 7.38 % for the three months ended June 30, 2025 and 2024, respectively, and 6.22 % and 7.43 % for the six months ended June 30, 2025 and 2024, respectively.

Note 11: Executive Incentive Plans

Executive Bonus Plan

The incentive compensation, including cash payments, election to receive shares of fully vested Class B common stock, and deferred compensation to plan participants, recognized under the amended and restated Bentley Systems, Incorporated Bonus Pool Plan (the “Bonus Plan”) (net of all applicable holdbacks) was $ 2,393 and $ 6,367 for the three months ended June 30, 2025 and 2024, respectively, and $ 4,828 and $ 13,398 for the six months ended June 30, 2025 and 2024, respectively.

Career Stock Program

In June 2024, the Sustainability Committee of the Company’s Board of Directors (the “Committee”) established an equity‑based incentive program to compensate a limited set of executives (the “Career Stock Program”) pursuant to which the Company may grant restricted stock units (“RSUs”) awards under the Bentley Systems, Incorporated 2020 Omnibus Incentive Plan (the “2020 Plan”). Under the Career Stock Program, the Committee may from time to time grant RSU awards to program participants, the amount of which is to be determined based upon the Company’s Adjusted operating income less stock-based compensation expense (“AOI less SBC”) (previously titled Adjusted operating income inclusive of stock-based compensation expense (“Adjusted OI w/SBC”)) growth in the year preceding the date of grant (the “Performance Year”) as a percentage of the difference between realized AOI less SBC growth during the Performance Year and an inflation-adjusted target growth level for such Performance Year. Any such awards, if made, would thereafter cliff vest five years following the end of the Performance Year and would otherwise be subject to the terms and conditions of the 2020 Plan.

During the three months ended March 31, 2025, the Company granted 28,913 RSUs with a fair value of $ 1,160 under the Career Stock Program based on the achievement of the performance goals for the year ended December 31, 2024. As of June 30, 2025, there was $ 1,087 of unrecognized compensation expense related to unvested RSUs under the Career Stock Program, which is expected to be recognized over a weighted average period of approximately 4.5 years.

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Note 12: Retirement Plans

Deferred Compensation Plan

Under the Company’s amended and restated Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan (the “DCP”), certain officers and key employees may defer all or any part of their incentive compensation, and the Company may make discretionary awards on behalf of such participants. Elective participant deferrals and discretionary Company awards are received in the form of phantom shares of the Company’s Class B common stock, which are valued for accounting purposes in the same manner as actual shares of Class B common stock, and are recorded as stock‑based compensation expense in the consolidated statements of operations (see Note 15). The DCP has 50,000,000 shares of Class B common stock reserved for issuance. As of June 30, 2025, shares of Class B common stock available for future issuance under the DCP were 4,588,127 .

DCP elective participant deferrals were $ 0 and $ 43 for the three months ended June 30, 2025 and 2024, respectively, and $ 0 and $ 101 for the six months ended June 30, 2025 and 2024, respectively. No discretionary contributions were made to the DCP during the three and six months ended June 30, 2025 and 2024. As of June 30, 2025 and December 31, 2024, phantom shares of the Company’s Class B common stock issuable by the DCP were 10,917,802 and 12,728,808 , respectively.

In August 2021, the Company’s Board of Directors approved an amendment to the DCP, which offered to certain active executives in the DCP a one‑time, short‑term election to reallocate a limited portion of their DCP holdings from phantom shares of the Company’s Class B common stock into other phantom investment funds. DCP participants’ holdings in phantom investment funds are classified as liabilities in either Accruals and other current liabilities or Deferred compensation plan liabilities in the consolidated balance sheets as they will be settled in cash upon eventual distribution. The deferred compensation plan liabilities are marked to market at the end of each reporting period, with changes in the liabilities recorded as an expense (income) to Deferred compensation plan in the consolidated statements of operations.

Deferred compensation plan expense was $ 7,584 and $ 883 for the three months ended June 30, 2025 and 2024, respectively, and $ 6,338 and $ 6,682 for the six months ended June 30, 2025 and 2024, respectively.

The total liabilities related to the DCP is included in the consolidated balance sheets as follows:


	June 30, 2025		December 31, 2024
Accruals and other current liabilities	$	4,159	$	3,798
Deferred compensation plan liabilities	98,895		96,684
Total DCP liabilities	$	103,054	$	100,482

Note 13: Common Stock

BSY Stock Repurchase Program

The Company’s Board of Directors approved the Repurchase Program authorizing the Company to repurchase up to $ 200,000 of the Company’s Class B common stock and/or outstanding convertible senior notes through June 30, 2026 . As of June 30, 2025, $ 113,358 was available under the Company’s Board of Directors authorization for future repurchases of Class B common stock and/or outstanding convertible senior notes under the Repurchase Program.

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The shares and outstanding convertible senior notes proposed to be acquired in the Repurchase Program may be repurchased from time to time in open market transactions, through privately negotiated transactions, or by other means in accordance with federal securities laws. The Company intends to fund repurchases from available working capital and cash provided by operating activities. The timing, as well as the number and value of shares and/or outstanding convertible senior notes repurchased under the Repurchase Program, will be determined by the Company at its discretion and will depend on a variety of factors, including management’s assessment of the intrinsic value of the Company’s shares, the market price of the Company’s Class B common stock and outstanding convertible senior notes, general market and economic conditions, available liquidity, compliance with the Company’s debt and other agreements, and applicable legal requirements. The exact number of shares and/or outstanding convertible senior notes to be repurchased by the Company is not guaranteed, and the Repurchase Program may be suspended, modified, or discontinued at any time without prior notice.

During the six months ended June 30, 2025, the Company repurchased 1,173,041 shares for $ 50,023 , and $ 10,000 aggregate principal amount of the Company’s outstanding 2026 Notes for $ 9,797 (see Note 10) under the Repurchase Program. During the six months ended June 30, 2024, the Company repurchased 729,681 shares for $ 37,515 under the Repurchase Program.

Common Stock Issuances, Sales, and Repurchases

During the six months ended June 30, 2025, the Company issued 1,572,829 shares of Class B common stock to DCP participants in connection with distributions from the plan, net of 274,556 shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $ 11,165 . During the six months ended June 30, 2024, the Company issued 2,474,063 shares of Class B common stock to DCP participants in connection with distributions from the plan. There were no shares sold back to the Company as they were issued on a gross basis during the six months ended June 30, 2024.

During the six months ended June 30, 2025, the Company issued 49,545 shares of Class B common stock in connection with Bonus Plan incentive compensation, net of 20,779 shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $ 902 . During the six months ended June 30, 2024, the Company issued 168,291 shares of Class B common stock in connection with the Bonus Plan incentive compensation. There were no shares sold back to the Company as they were issued on a gross basis during the six months ended June 30, 2024.

During the six months ended June 30, 2024, the Company issued 844,283 shares of Class B common stock to colleagues who exercised their stock options, net of 67,146 shares withheld at exercise to pay for the cost of the stock options, as well as for $ 2,195 of applicable income tax withholdings. The Company received $ 4,007 in cash proceeds from the exercise of stock options. The total intrinsic value of stock options exercised for the six months ended June 30, 2024 was $ 40,775 .

Dividends

The Company declared cash dividends during the periods presented as follows:


	Dividend
	Per Share		Amount
2025:

Second quarter	$	0.07	$	21,295
First quarter	$	0.07	$	21,198
2024:

Second quarter	$	0.06	$	17,980
First quarter	$	0.06	$	17,871

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Global Employee Stock Purchase Plan

During the six months ended June 30, 2025, colleagues who elected to participate in the Bentley Systems, Incorporated Global Employee Stock Purchase Plan (the “ESPP”) purchased a total of 130,212 shares of Class B common stock, net of shares withheld, resulting in cash proceeds to the Company of $ 5,312 . Of the total 133,840 shares purchased, 3,628 shares were sold back to the Company to pay for applicable income tax withholdings of $ 169 . During the six months ended June 30, 2024, colleagues who elected to participate in the ESPP purchased a total of 122,020 shares of Class B common stock, net of shares withheld, resulting in cash proceeds to the Company of $ 5,560 . Of the total 125,374 shares purchased, 3,354 shares were sold back to the Company to pay for applicable income tax withholdings of $ 175 . As of June 30, 2025 and December 31, 2024, $ 6,271 and $ 5,577 of ESPP withholdings via colleague payroll deduction were recorded in Accruals and other current liabilities in the consolidated balance sheets, respectively. As of June 30, 2025, shares of Class B common stock available for future issuance under the ESPP were 23,888,248 .

Note 14: Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss consists of the following during the three months ended June 30, 2025 and 2024:


	Foreign		Actuarial (Loss)
	Currency		Gain on
	Translation		Retirement Plan		Total
Balance, March 31, 2025	$	( 97,432 )	$	( 151 )	$	( 97,583 )
Other comprehensive income, before taxes	28,465		35		28,500
Tax expense	—		( 8 )		( 8 )
Other comprehensive income, net of taxes	28,465		27		28,492
Less: Other comprehensive income (loss) attributable to noncontrolling interest	4		—		4
Balance, June 30, 2025	$	( 68,971 )	$	( 124 )	$	( 69,095 )


	Foreign		Actuarial (Loss)
	Currency		Gain on
	Translation		Retirement Plan		Total
Balance, March 31, 2024	$	( 92,367 )	$	( 252 )	$	( 92,619 )
Other comprehensive loss, before taxes	( 645 )		—		( 645 )
Tax expense	—		—		—
Other comprehensive loss, net of taxes	( 645 )		—		( 645 )
Less: Other comprehensive income (loss) attributable to noncontrolling interest	—		—		—
Balance, June 30, 2024	$	( 93,012 )	$	( 252 )	$	( 93,264 )

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Accumulated other comprehensive loss consists of the following during the six months ended June 30, 2025 and 2024:


	Foreign		Actuarial (Loss)
	Currency		Gain on
	Translation		Retirement Plan		Total
Balance, December 31, 2024	$	( 103,900 )	$	( 178 )	$	( 104,078 )
Other comprehensive income, before taxes	34,937		70		35,007
Tax expense	—		( 16 )		( 16 )
Other comprehensive income, net of taxes	34,937		54		34,991
Less: Other comprehensive income (loss) attributable to noncontrolling interest	8		—		8
Balance, June 30, 2025	$	( 68,971 )	$	( 124 )	$	( 69,095 )


	Foreign		Actuarial (Loss)
	Currency		Gain on
	Translation		Retirement Plan		Total
Balance, December 31, 2023	$	( 84,634 )	$	( 353 )	$	( 84,987 )
Other comprehensive (loss) income, before taxes	( 8,378 )		129		( 8,249 )
Tax expense	—		( 28 )		( 28 )
Other comprehensive (loss) income, net of taxes	( 8,378 )		101		( 8,277 )
Less: Other comprehensive income (loss) attributable to noncontrolling interest	—		—		—
Balance, June 30, 2024	$	( 93,012 )	$	( 252 )	$	( 93,264 )

Note 15: Stock-Based Compensation

Total stock‑based compensation expense consists of the following:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
Restricted stock and RSUs expense	$	16,495	$	15,987	$	31,442	$	29,677
Bonus Plan expense (see Note 11)	1,828		4,879		3,652		10,180
ESPP expense (see Note 13)	670		591		1,301		1,215
Stock grants expense	600		600		600		600
DCP elective participant deferrals expense (see Note 12)	—		44		—		87
Total stock-based compensation expense (1)	$	19,593	$	22,101	$	36,995	$	41,759

(1) As of June 30, 2025 and December 31, 2024, $ 2,053 and $ 1,556 remained in Accruals and other current liabilities in the consolidated balance sheets, respectively.

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Total stock‑based compensation expense (income) is included in the consolidated statements of operations as follows:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
Cost of subscriptions and licenses	$	918	$	( 732 )	$	2,050	$	362
Cost of services	587		756		1,308		1,638
Research and development	5,854		5,082		11,053		9,963
Selling and marketing	4,206		3,542		7,963		6,320
General and administrative	8,028		13,453		14,621		23,476
Total stock-based compensation expense	$	19,593	$	22,101	$	36,995	$	41,759

Stock‑based compensation expense is measured at the grant date fair value of the award and is recognized ratably over the requisite service period, which is generally the vesting period. Specifically for performance‑based RSUs, stock‑based compensation expense is measured at the grant date fair value of the award and is recognized ratably over the requisite service period based on the number of awards expected to vest at each reporting date. The Company accounts for forfeitures of equity awards as those forfeitures occur.

Bentley Systems, Incorporated 2020 Omnibus Incentive Plan

The Company’s 2020 Plan provides for the granting of stock, stock options, restricted stock, RSUs, and other stock‑based or performance‑based awards to certain directors, officers, colleagues, consultants, and advisors of the Company, and terminates in September 2030. The 2020 Plan provides that 25,000,000 shares of Class B common stock may be issued for equity awards. Equity awards that are expired, canceled, forfeited, or terminated for any reason will be available for future grant under the 2020 Plan. As of June 30, 2025, equity awards available for future grants under the 2020 Plan were 18,371,952 .

Restricted Stock and RSUs

Under the 2020 Plan, the Company may grant both time‑based and performance‑based shares of restricted Class B common stock and RSUs to eligible colleagues. Time‑based awards generally vest ratably on each of the first four anniversaries of the grant date. Performance‑based awards vesting is determined by the achievement of certain business growth targets, which include growth in annualized recurring revenues (“ARR”), as well as actual bookings for perpetual licenses and non‑recurring services. Performance targets are generally set for annual performance periods.

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The following is a summary of unvested RSUs activity and related information:


							Time-		Performance-
							Based		Based
							Weighted		Weighted
							Average		Average
			Time-		Performance-		Grant Date		Grant Date
	Total		Based		Based		Fair Value		Fair Value
	RSUs		RSUs		RSUs		Per Share		Per Share
Unvested, December 31, 2024	3,417,009		3,067,703	(1)	349,306	(2)	$	45.45	$	44.83
Granted	1,741,125		1,524,619		216,506	(3)	$	40.54	$	40.53
Vested	( 1,145,903 )		( 830,999 )		( 314,904 )		$	43.41	$	43.84
Forfeited and canceled	( 130,615 )		( 127,474 )		( 3,141 )		$	42.45	$	52.31
Unvested, June 30, 2025	3,881,616	(4)	3,633,849		247,767		$	43.97	$	42.23

(1) Includes 175,928 time‑based RSUs granted during the three months ended March 31, 2022 to certain officers and key employees, which cliff vested on January 31, 2025. Additionally, includes 300,964 time‑based RSUs granted during the three months ended June 30, 2024 to certain officers, which vest 20 % on each of December 15, 2025, 2026, 2027, 2028, and 2029.

(2) Primarily relates to the 2024 annual performance period. Includes 162,038 performance‑based RSUs granted during the year ended December 31, 2022 with extraordinary terms, which are described below.

(3) Primarily relates to the 2025 annual performance period. Includes 10,493 additional shares earned based on the achievement of 2024 performance goals for performance-based RSUs granted during the year ended December 31, 2024.

(4) Includes 42,841 RSUs which are expected to be settled in cash.

During the year ended December 31, 2022, the Company granted 185,186 performance‑based RSUs to certain officers and key employees, which vest subject to the achievement of certain performance goals over a three‑year performance period (the “Performance Period”). For each year of the Performance Period, one‑third of the performance‑based RSUs were subject to a cliff, whereby no vesting of that portion would occur unless the Company’s applicable margin metrics (which, for 2022 was Adjusted EBITDA margin, and for 2023 and 2024 was AOI less SBC margin, excluding the impact of foreign currency exchange fluctuations) also equaled or exceeded the relevant target level for such year. Provided that the applicable margin targets were met, the total number of performance‑based RSUs that vested were determined by the achievement of growth targets, which included growth in ARR, as well as actual bookings for perpetual licenses and non‑recurring services. As of December 31, 2024, 162,038 of the aforementioned performance‑based RSUs were outstanding. On January 31, 2025, 162,038 performance‑based RSUs were determined to be vested based on the achievement of the performance goals during the Performance Period.

The weighted average grant date fair values of RSUs granted were $ 40.54 and $ 50.66 , for the six months ended June 30, 2025 and 2024, respectively.

During the six months ended June 30, 2025 and 2024, restricted stock and RSUs were issued net of 276,569 and 142,407 shares, respectively, which were sold back to the Company to settle applicable income tax withholdings of $ 12,543 and $ 7,256 , respectively.

As of June 30, 2025, there was $ 124,907 of unrecognized compensation expense related to unvested time‑based RSUs, which is expected to be recognized over a weighted average period of approximately 2.0 years. As of June 30, 2025, there was $ 6,769 of unrecognized compensation expense related to unvested performance‑based RSUs, which is expected to be recognized over a weighted average period of approximately 0.7 years.

Stock Grants

During the six months ended June 30, 2025 and 2024, the Company granted 12,591 and 11,391 fully vested shares of Class B common stock, respectively, with a fair value of $ 600 .

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Note 16: Income Taxes

The following is a summary of Income before income taxes , Provision for income taxes , and effective tax rate for the periods presented:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2025			2024			2025			2024
Income before income taxes	$	79,315		$	77,357		$	191,140		$	169,905
Provision for income taxes	$	8,876		$	5,330		$	29,364		$	27,577
Effective tax rate	11.2		%	6.9		%	15.4		%	16.2		%

For the three months ended June 30, 2025, the effective tax rate was higher compared to the same period in the prior year primarily due to the impact of a decrease in discrete tax benefits recognized, partially offset by the decrease in forecasted effective tax rate impact of U.S. international tax provisions. For the three months ended June 30, 2025 and 2024, the Company recorded discrete tax benefits of $ 8,114 and $ 18,543 , respectively, primarily associated with windfall tax benefits from stock‑based compensation, net of the impact from officer compensation limitation provisions.

For the six months ended June 30, 2025, the effective tax rate was lower as compared to the same period in the prior year primarily due to the impact of the decrease in forecasted effective tax rate impact of U.S. international tax provisions, partially offset by a decrease in discrete tax benefits recognized. For the six months ended June 30, 2025 and 2024, the Company recorded discrete tax benefits of $ 13,187 and $ 20,681 , respectively, primarily associated with windfall tax benefits from stock‑based compensation, net of the impact from officer compensation limitation provisions.

Note 17: Fair Value of Financial Instruments

A financial asset or liability classification is determined based on the lowest level input that is significant to the fair value measurement. The fair value hierarchy consists of the following three levels:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

Level 3 inputs are unobservable inputs based on management’s own assumptions used to measure assets and liabilities at fair value.

The Company’s financial instruments include cash equivalents, account receivables, certain other assets, accounts payable, accruals, certain other current and long‑term liabilities, and long‑term debt.

Current Assets and Current Liabilities — In general, the carrying amounts reported on the Company’s consolidated balance sheets for current assets and current liabilities approximate their fair values due to the short‑term nature of those instruments.

The following methods and assumptions were used by the Company in estimating its fair value measurements for Level 2 financial instruments as of June 30, 2025 and December 31, 2024:

Interest Rate Swap — The fair value of the Company’s interest rate swap asset or liability is determined using an income approach and is measured based on the implied forward rates for the remaining term of the interest rate swap. The Company considers these valuation inputs to be Level 2 inputs in the fair value hierarchy.

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Long-Term Debt — The fair value of the Company’s borrowings under its Credit Facility approximated its carrying value based upon discounted cash flows at current market rates for instruments with similar remaining terms. The Company considers these valuation inputs to be Level 2 inputs in the fair value hierarchy. As of June 30, 2025, the estimated fair value of the 2026 Notes and 2027 Notes was $ 672,089 and $ 541,938 , respectively. As of December 31, 2024, the estimated fair value of the 2026 Notes and 2027 Notes was $ 671,123 and $ 519,271 , respectively. The estimated fair value of the 2026 Notes and 2027 Notes is based on quoted market prices of the Company’s instrument in markets that are not active and are classified as Level 2 within the fair value hierarchy. Considerable judgment is necessary to interpret the market data and develop estimates of fair values. Accordingly, the estimates presented are not necessarily indicative of the amounts at which these instruments could be purchased, sold, or settled.

Deferred Compensation Plan Liabilities — The fair value of deferred compensation plan liabilities, including the liability classified phantom investments in the DCP, are marked to market at the end of each reporting period.

Financial assets and financial liabilities carried at fair value measured on a recurring basis consist of the following:


June 30, 2025	Level 1		Level 2		Total
Assets:
Money market funds (1)	$	17,248	$	—	$	17,248
Interest rate swap (2)	—		24,461		24,461
Total assets	$	17,248	$	24,461	$	41,709
Liabilities:

Deferred compensation plan liabilities (3)	$	103,054	$	—	$	103,054
Cash-settled equity awards (4)	410		—		410
Total liabilities	$	103,464	$	—	$	103,464


December 31, 2024	Level 1		Level 2		Total
Assets:
Money market funds (1)	$	5,648	$	—	$	5,648
Interest rate swap (2)	—		32,172		32,172
Total assets	$	5,648	$	32,172	$	37,820
Liabilities:

Deferred compensation plan liabilities (3)	$	100,482	$	—	$	100,482
Cash-settled equity awards (4)	440		—		440
Total liabilities	$	100,922	$	—	$	100,922

(1) Included in Cash and cash equivalents in the consolidated balance sheets.

(2) Included in Other assets in the consolidated balance sheets.

(3) Included in Deferred compensation plan liabilities , except for current liabilities of $ 4,159 and $ 3,798 as of June 30, 2025 and December 31, 2024, respectively, which are included in Accruals and other current liabilities in the consolidated balance sheets.

(4) Included in Accruals and other current liabilities in the consolidated balance sheets.

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Note 18: Commitments and Contingencies

Purchase Commitments

In the normal course of business, the Company enters into various purchase commitments for goods and services. During the six months ended June 30, 2025, the Company did not enter into any non‑cancelable future cash purchase commitments. During the year ended December 31, 2024, the Company entered into approximately $ 45,500 of non‑cancelable future cash purchase commitments for services related to cloud provisioning of the Company’s software solutions and for internal‑use software costs. As of June 30, 2025, total non‑cancelable future cash purchase commitments were approximately $ 88,000 to be paid through September 2029. The Company expects to fully consume its contractual commitments in the ordinary course of operations.

Litigation

From time to time, the Company is involved in certain legal actions arising in the ordinary course of business. In management’s opinion, based upon the advice of counsel, the outcome of such actions is not expected to have a material adverse effect on the Company’s future financial position, results of operations, or cash flows.

Note 19: Segment and Geographic Information

The Company operates and manages its business in a single reportable segment, the development and marketing of computer software and related services. The Company defines its chief operating decision maker (“CODM”) to be its Chief Executive Officer, who reviews financial information presented on a consolidated basis. The Company’s reported measures of profit or loss for segment reporting purposes are Net income and AOI less SBC. The CODM is regularly provided Net income and AOI less SBC to understand the Company’s financial and operating results across accounting periods and for comparison of the Company’s results to those of other companies. The CODM regularly reviews AOI less SBC for internal budgeting and forecasting purposes, to evaluate operating performance, and to make decisions on allocation of resources. The CODM does not use segment asset information to evaluate operating performance or allocate resources.

The presentation of Net income is included in the Company’s consolidated statements of operations. AOI less SBC is a non‑GAAP financial measure and is defined as operating income adjusted for the following: amortization of purchased intangibles, expense (income) relating to deferred compensation plan liabilities, acquisition expenses, and realignment expenses (income), for the respective periods.

Reconciliation of operating income to AOI less SBC:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
Operating income	$	84,430	$	80,177	$	199,614	$	172,108
Amortization of purchased intangibles (see Note 6)	11,405		11,521		22,849		23,711
Deferred compensation plan	7,584		883		6,338		6,682
Acquisition expenses (1)	1,804		1,969		2,642		4,328
Realignment expenses (2)	—		743		—		809
AOI less SBC	$	105,223	$	95,293	$	231,443	$	207,638

Further explanation of certain of the Company’s adjustments in arriving at AOI less SBC are as follows:

(1) Acquisition expenses . The Company incurs expenses for professional services rendered in connection with business combinations, which are recorded in General and administrative in the consolidated statements of operations. Also included in the Company’s acquisition expenses are retention incentives paid to executives of the acquired companies.

(2) Realignment expenses . For the three and six months ended June 30, 2024, Realignment expenses were primarily associated with a strategic realignment program, which the Company initiated during the fourth quarter of 2023 (the “2023 Program”).

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“Headcount‑related” costs are considered the Company’s significant expense category and primarily include salaries, benefits, bonuses, stock‑based compensation expense, employment taxes, travel, training, and realignment of the Company’s colleagues, and third‑party personnel expenses and related overhead. The CODM is regularly provided headcount‑related costs to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, to evaluate financial performance, and to align colleague resources and evaluate compensation to support the Company’s operational efficiency and maximize long‑term growth. Headcount‑related costs of $ 209,081 and $ 192,375 for the three months ended June 30, 2025 and 2024, respectively, and $ 408,690 and $ 377,576 for the six months ended June 30, 2025 and 2024, respectively, are included in Cost of subscriptions and licenses , Cost of services , Research and development , Selling and marketing , and General and administrative in the consolidated statements of operations.

Under the Company’s Net income measure of profit or loss for segment reporting purposes, other segment items were $ 84,525 and $ 65,916 for the three months ended June 30, 2025 and 2024, respectively, and $ 164,120 and $ 148,168 for the six months ended June 30, 2025 and 2024, respectively. These other segment items primarily include cloud‑related costs incurred for servicing the Company’s accounts using cloud provisioned solutions and the Company’s license administration platform, channel partner compensation for providing sales coverage to users, marketing costs, acquisition costs, depreciation expense, and amortization expense recorded in Cost of subscriptions and licenses , Cost of services , Research and development , Selling and marketing , and General and administrative . Additionally, other segment items include Deferred compensation plan expense (income), Amortization of purchased intangibles , and non‑operating expense (income) amounts presented in the consolidated statements of operations.

Under the Company’s AOI less SBC measure of profit or loss for segment reporting purposes, other segment items were $ 51,596 and $ 45,250 for the three months ended June 30, 2025 and 2024, respectively, and $ 97,125 and $ 87,652 for the six months ended June 30, 2025 and 2024, respectively. These other segment items primarily include cloud‑related costs incurred for servicing the Company’s accounts using cloud provisioned solutions and the Company’s license administration platform, channel partner compensation for providing sales coverage to users, marketing costs, and depreciation expense recorded in Cost of subscriptions and licenses , Cost of services , Research and development , Selling and marketing , and General and administrative . Within the reconciliation of AOI less SBC, retention incentives paid to executives of acquired companies included as a component of acquisition expenses and costs associated with the 2023 Program included as a component of realignment expenses totaling $ 1,794 and $ 2,581 for the three months ended June 30, 2025 and 2024, respectively, and $ 2,610 and $ 4,766 for the six months ended June 30, 2025 and 2024, respectively, are excluded from the calculation of headcount‑related costs.

Revenues by geographic region are presented in Note 3. Long‑lived assets (other than goodwill), net of depreciation and amortization by geographic region (see Notes 5, 6, and 8) are as follows:


	June 30, 2025		December 31, 2024
Americas (1)	$	209,143	$	230,964
EMEA	33,654		32,712
APAC	15,804		16,384
Total long-lived assets	$	258,601	$	280,060

(1) Americas includes the U.S., Canada, and Latin America (including the Caribbean).

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Note 20: Other (Expense) Income, Net

Other (expense) income, net consists of the following:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
(Loss) gain from:
Change in fair value of interest rate swap (see Note 17)	$	( 3,339 )	$	( 429 )	$	( 7,711 )	$	2,361
Foreign exchange (1)	196		( 2,284 )		2,944		58



Receipts related to interest rate swap	1,874		2,411		3,738		4,768
Other (expense) income, net	( 327 )		2,582		( 118 )		2,230
Total other (expense) income, net	$	( 1,596 )	$	2,280	$	( 1,147 )	$	9,417

(1) Foreign exchange gain (loss) is primarily attributable to foreign currency translation derived mainly from U.S. dollar denominated cash and cash equivalents, account receivables, customer deposits, and intercompany balances held by foreign subsidiaries.

Note 21: Net Income Per Share Attributable to Bentley Systems Stockholders

To compute the numerator of basic net income per share attributable to Bentley Systems stockholders, undistributed net income attributable to Bentley Systems allocated to participating securities (described further below) using the required two‑class method, is subtracted from net income attributable to Bentley Systems. The denominator of basic net income per share attributable to Bentley Systems stockholders is the weighted average number of shares, inclusive of undistributed shares held in the DCP as phantom shares of the Company’s Class B common stock.

The Company issues certain performance-based RSUs determined to be participating securities because holders of such shares have non-forfeitable dividend rights in the event of the Company’s declaration of a dividend for common shares. As of June 30, 2025 and 2024, there were 206,013 and 356,167 participating securities outstanding, respectively.

To compute the numerator of diluted net income per share attributable to Bentley Systems stockholders , interest expense, net of tax, attributable to the assumed conversion of the convertible senior notes using the if‑converted method is added back to basic net income attributable to Bentley Systems . To compute the denominator of diluted net income per share attributable to Bentley Systems stockholders , the basic weighted average number of shares is adjusted for the effect of dilutive securities, including awards under the Company’s equity compensation plans and ESPP using the treasury stock method, and for the dilutive effect of the assumed conversion of the convertible senior notes using the if‑converted method.

Except with respect to voting and conversion, the rights of the holders of the Company’s Class A and Class B common stock are identical. Each class of shares has the same rights to dividends and allocation of income (loss) and, therefore, net income per share attributable to Bentley Systems stockholders would not differ under the two‑class method.

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The details of basic and diluted net income per share attributable to Bentley Systems stockholders are as follows :


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
Numerator:
Net income attributable to Bentley Systems	$	70,482	$	72,046	$	161,850	$	142,356
Less: Net income attributable to Bentley Systems allocated to participating securities	( 11 )		( 21 )		( 29 )		( 42 )
Basic net income attributable to Bentley Systems stockholders	70,471		72,025		161,821		142,314
Add: Interest expense, net of tax, attributable to assumed conversion of convertible senior notes	1,714		1,717		3,283		3,440
Diluted net income attributable to Bentley Systems stockholders	$	72,185	$	73,742	$	165,104	$	145,754

Denominator:
Basic weighted average shares	314,622,491		314,980,580		314,894,050		314,660,906
Dilutive effect of stock options, restricted stock, and RSUs	574,768		1,036,506		638,912		1,361,265
Dilutive effect of ESPP	148,900		130,112		84,019		69,358
Dilutive effect of assumed conversion of convertible senior notes	17,477,861		17,633,786		17,533,301		17,633,786
Diluted weighted average shares	332,824,020		333,780,984		333,150,282		333,725,315

Net income per share attributable to Bentley Systems stockholders:
Basic	$	0.22	$	0.23	$	0.51	$	0.45
Diluted	$	0.22	$	0.22	$	0.50	$	0.44

For the three and six months ended June 30, 2025, 314,348 and 277,635 RSUs, respectively, were excluded from the calculation of diluted net income per share attributable to Bentley Systems stockholders as including them would have an anti‑dilutive effect. There were no anti‑dilutive securities for the three or six months ended June 30, 2024.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our unaudited consolidated financial statements and notes thereto appearing in Part I, Item 1 of this Quarterly Report on Form 10‑Q and with our audited consolidated financial statements and notes thereto included in our 2024 Annual Report on Form 10‑K.

All amounts presented in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, except share and per share amounts, are presented in thousands. Additionally, many of the amounts and percentages have been rounded for convenience of presentation. Minor differences in totals and percentage calculations may exist due to rounding.

Overview:

Bentley Systems is the infrastructure engineering software company. Our purpose is to advance the world’s infrastructure for better quality of life. We empower people to design, build, and operate better and more resilient infrastructure through the adoption of our intelligent digital twin solutions. We manage our business globally within one reportable segment, the development and marketing of computer software and related services, which is consistent with how our CODM reviews and manages our business.

Executive Summary:

• Total revenues were $364,106 for the three months ended June 30, 2025, up 10.2% or 9.2% on a constant currency basis (1) compared to the three months ended June 30, 2024. Total revenues were $734,648 for the six months ended June 30, 2025, up 10.0% or 10.1% on a constant currency basis (1) compared to the six months ended June 30, 2024;

• Subscriptions revenues were $333,452 for the three months ended June 30, 2025, up 12.1% or 11.2% on a constant currency basis (1) compared to the three months ended June 30, 2024. Subscriptions revenues were $675,770 for the six months ended June 30, 2025, up 11.8% or 11.9% on a constant currency basis (1) compared to the six months ended June 30, 2024;

• ARR (2) was $1,379,161 as of June 30, 2025, compared to $1,215,910 as of June 30, 2024, representing a constant currency (1) ARR growth rate (2) of 11.5%;

• Last twelve-month recurring revenues dollar-based net retention rate (2) was 109% as of June 30, 2025, compared to 108% as of June 30, 2024;

• Operating income was $84,430 for the three months ended June 30, 2025, compared to $80,177 for the three months ended June 30, 2024. Operating income was $199,614 for the six months ended June 30, 2025, compared to $172,108 for the six months ended June 30, 2024;

• AOI less SBC (1) was $105,223 for the three months ended June 30, 2025, compared to $95,293 for the three months ended June 30, 2024. AOI less SBC (1) was $231,443 for the six months ended June 30, 2025, compared to $207,638 for the six months ended June 30, 2024; and

• Cash flows from operations was $280,500 for the six months ended June 30, 2025, compared to $267,555 for the six months ended June 30, 2024.

(1) Constant currency and AOI less SBC are non‑GAAP financial measures. Refer to the “Non‑GAAP Financial Measures” section for additional information, including our definitions and our uses of constant currency and AOI less SBC.

(2) Refer to the “Key Business Metrics” section for additional information, including our definitions and our uses of ARR, ARR growth rate, and recurring revenues dollar-based net retention rate.

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Results of Operations:

Our results of operations have been, and in the future will be, affected by changes in foreign currency exchange rates. Other than the natural hedge attributable to matching revenues and expenses in the same currencies, we do not currently hedge foreign currency exposure. Additionally, because we have operations in, and derive revenue from, geographies around the world, we will continue to monitor the impact of tariffs and other trade policies on our business and the businesses of our accounts, as well as on our financial condition, results of operations, and/or cash flows.

We identify the effects of foreign currency on our operations and present constant currency growth rates and fluctuations because we believe exchange rates are an important factor in understanding period‑over‑period comparisons and enhance the understanding of our results and evaluation of our performance. Refer to the “Non‑GAAP Financial Measures” section for additional information, including our definition and our use of constant currency.

Revenues

Consolidated Revenues


					Change								Change
	Three Months Ended						Constant		Six Months Ended						Constant
	June 30,						Currency		June 30,						Currency
	2025		2024		%		% (1)		2025		2024		%		% (1)
Subscriptions	$	333,452	$	297,444	12.1	%	11.2	%	$	675,770	$	604,533	11.8	%	11.9	%
Perpetual licenses	10,193		10,863		(6.2	%)	(7.0	%)	20,985		20,375		3.0	%	3.3	%
Subscriptions and licenses	343,645		308,307		11.5	%	10.5	%	696,755		624,908		11.5	%	11.7	%
Services	20,461		22,030		(7.1	%)	(8.6	%)	37,893		43,192		(12.3	%)	(12.3	%)
Total revenues	$	364,106	$	330,337	10.2	%	9.2	%	$	734,648	$	668,100	10.0	%	10.1	%

(1) Constant currency is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for additional information, including our definition and our use of constant currency, and for a reconciliation of constant currency growth rates.

The increase in total revenues for the three and six months ended June 30, 2025 was primarily driven by an increase in subscriptions revenues, partially offset by a decrease in services revenues.

Subscriptions . For the three and six months ended June 30, 2025, the increase in subscriptions revenues was driven by improvements in our business performance of $36,008 ($33,157 on a constant currency basis) and $71,237 ($72,052 on a constant currency basis), respectively. Our business performance includes the impact from programmatic acquisitions, which generally are immaterial, individually and in the aggregate.

For the three and six months ended June 30, 2025, the improvements in business performance were primarily driven by expansion from accounts with revenues in the same period in the prior year (“existing accounts”), and growth of 3% attributable to new accounts, most notably small- and medium-sized accounts. Improvements in business performance for the three and six months ended June 30, 2025 were led by our engineering applications, followed by geoprofessional applications, and our Bentley Infrastructure Cloud .

Perpetual licenses . For the three months ended June 30, 2025, the decrease in perpetual licenses revenues was driven by a decline in our business performance of $670 ($762 on a constant currency basis). For the six months ended June 30, 2025, the increase in perpetual licenses revenues was driven by improvements in business performance of $610 ($681 on a constant currency basis).

Services. For the three and six months ended June 30, 2025, the decrease in services revenues was driven by a decline in our business performance of $1,569 ($1,894 on a constant currency basis) and $5,299 ($5,334 on a constant currency basis), respectively, driven primarily from weakness within Asset Performance Services.

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Revenues by Geographic Region

Revenue from external customers is attributed to individual countries based upon the location of the customer.


					Change								Change
	Three Months Ended						Constant		Six Months Ended						Constant
	June 30,						Currency		June 30,						Currency
	2025		2024		%		% (1)		2025		2024		%		% (1)
Americas	$	194,059	$	176,310	10.1	%	10.3	%	$	393,034	$	360,503	9.0	%	9.7	%
EMEA	105,414		95,865		10.0	%	6.2	%	212,419		190,579		11.5	%	10.2	%
APAC	64,633		58,162		11.1	%	11.0	%	129,195		117,018		10.4	%	11.2	%
Total revenues	$	364,106	$	330,337	10.2	%	9.2	%	$	734,648	$	668,100	10.0	%	10.1	%

Americas . For the three and six months ended June 30, 2025, the increase in revenues from the Americas was primarily driven by improvements in our business performance of $17,749 ($18,194 on a constant currency basis) and $32,531 ($34,858 on a constant currency basis), respectively.

The improvements in business performance for the three and six months ended June 30, 2025 were primarily due to expansion of our subscriptions revenues from existing accounts in the U.S. Partially offsetting these improvements, for the six months ended June 30, 2025, was a decline in services revenues.

EMEA . For the three and six months ended June 30, 2025, the increase in revenues from EMEA was primarily driven by improvements in our business performance of $9,549 ($5,926 on a constant currency basis) and $21,840 ($19,402 on a constant currency basis), respectively.

The improvements in business performance for the three months ended June 30, 2025 were primarily due to expansion of our subscriptions revenues from existing accounts in the United Kingdom, Central Europe, the Middle East, and Africa.

The improvements in business performance for the six months ended June 30, 2025 were primarily due to expansion of our subscriptions revenues from existing accounts in the United Kingdom, the Middle East, and Africa, partially offset by a decline in services revenues.

APAC. For the three and six months ended June 30, 2025, the increase in revenues from APAC was primarily driven by improvements in our business performance of $6,471 ($6,381 on a constant currency basis) and $12,177 ($13,139 on a constant currency basis), respectively.

The improvements in business performance for the three months ended June 30, 2025 were primarily due to expansion of our subscriptions revenues from existing accounts in India, as well as an increase in our subscriptions revenues from new accounts in China, partially offset by declines in our subscriptions revenues from existing accounts in China.

The improvements in business performance for the six months ended June 30, 2025 were primarily due to expansion of our subscriptions revenues from existing accounts in India and Australia, as well as increases in our subscriptions and perpetual licenses revenues from new accounts in China, partially offset by declines in our subscriptions revenues from existing accounts in China.

The future results in China remain uncertain as a result of continued geopolitical challenges, the obstacles there to cloud‑deployed software, and the financial timing impact of the preference there for license sales, rather than subscriptions.

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Cost of Revenues and Operating Expenses

Cost of Revenues


					Change								Change
	Three Months Ended						Constant		Six Months Ended						Constant
	June 30,						Currency		June 30,						Currency
	2025		2024		%		% (1)		2025		2024		%		% (1)
Cost of subscriptions and licenses	$	47,758	$	42,432	12.6	%	11.8	%	$	94,256	$	82,650	14.0	%	14.6	%
Cost of services	21,018		20,761		1.2	%	(0.3	%)	40,179		42,373		(5.2	%)	(5.0	%)
Total cost of revenues	$	68,776	$	63,193	8.8	%	7.8	%	$	134,435	$	125,023	7.5	%	8.0	%

Cost of subscriptions and licenses. For the three and six months ended June 30, 2025, on a constant currency basis, cost of subscriptions and licenses expenses increased due to an increase in headcount-related costs of $2,676 and $6,921, respectively, mainly due to an increase in annual and other compensation costs, and higher stock-based compensation expense, partially offset by realignment expenses recognized in the prior year periods related to the 2023 Program, which did not recur in the current year periods. Additionally, for the three and six months ended June 30, 2025, cost of subscriptions and licenses further increased due to an increase in cloud-related costs of $2,917 and $4,455, respectively.

Cost of services. For the three months ended June 30, 2025, on a constant currency basis, cost of services expenses were flat as the increase in annual and other compensation costs was offset by a reduction in third‑party personnel costs.

For the six months ended June 30, 2025, on a constant currency basis, cost of services expenses decreased primarily due to a decrease in headcount‑related costs, mainly due to a reduction in third‑party personnel costs.

Operating Expenses


					Change								Change
	Three Months Ended						Constant		Six Months Ended						Constant
	June 30,						Currency		June 30,						Currency
	2025		2024		%		% (1)		2025		2024		%		% (1)
Research and development	$	75,385	$	65,709	14.7	%	14.5	%	$	147,835	$	134,080	10.3	%	11.2	%
Selling and marketing	69,873		57,129		22.3	%	21.8	%	132,932		111,515		19.2	%	20.0	%
General and administrative	49,857		54,854		(9.1	%)	(9.4	%)	97,085		101,336		(4.2	%)	(3.7	%)
Deferred compensation plan	7,584		883		NM		NM		6,338		6,682		(5.1	%)	(5.1	%)
Amortization of purchased intangibles	8,201		8,392		(2.3	%)	(2.6	%)	16,409		17,356		(5.5	%)	(5.4	%)
Total operating expenses	$	210,900	$	186,967	12.8	%	12.5	%	$	400,599	$	370,969	8.0	%	8.7	%

Percentage changes that are considered not meaningful are denoted with NM.

Research and development. For the three and six months ended June 30, 2025, on a constant currency basis, research and development expenses increased primarily due to increases in headcount‑related costs of $10,041 and $15,802, respectively, mainly due to increases in headcount, and annual and other compensation costs.

Selling and marketing. For the three and six months ended June 30, 2025, on a constant currency basis, selling and marketing expenses increased primarily due to an increase in headcount‑related costs $9,145 and $17,074, respectively, mainly due to increases in headcount, and annual and other compensation costs, and an increase in promotional costs of $1,987 and $2,609, respectively.

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General and administrative . For the three months ended June 30, 2025, on a constant currency basis, general and administrative expenses decreased primarily due to a decrease in headcount‑related costs of $5,185, mainly due to lower incentive compensation expense related to the reduction in Gregory S. Bentley’s fractional interest under the Bonus Plan as part of Mr. Bentley’s transition to the role of Executive Chair effective July 1, 2024. Additionally, during the three months ended June 30, 2024, we recognized approximately $2,200 of other corporate initiatives expenses, which did not recur in the current year period. Partially offsetting these decreases were higher charitable contributions focusing on education and sustainability of $2,037.

For the six months ended June 30, 2025, on a constant currency basis, general and administrative expenses decreased primarily due to a decrease in headcount‑related costs of $5,748, mainly due to lower incentive compensation expense related to the change in the Bonus Plan described above, partially offset by increases in headcount, and annual and other compensation costs. Additionally, during the six months ended June 30, 2024, we recognized approximately $2,200 of other corporate initiatives expenses, which did not recur in the current year period. Partially offsetting these decreases were higher costs associated with our internal-use software implementations as compared to the same period in the prior year and higher charitable contributions focusing on education and sustainability of $1,981.

Deferred compensation plan . For the three and six months ended June 30, 2025 and 2024, deferred compensation plan expense was attributable to the marked to market impact on deferred compensation plan liability balances period over period.

Amortization of purchased intangibles. For the three and six months ended June 30, 2025, on a constant currency basis, amortization of purchased intangibles decreased primarily due to lower acquisition activity as compared to prior periods.

Interest Expense, Net


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2025		2024		Change		2025		2024		Change
Interest expense	$	(3,856)	$	(6,001)	(35.7	%)	$	(8,264)	$	(13,304)	(37.9	%)
Interest income	337		901		(62.6	%)	937		1,684		(44.4	%)
Interest expense, net	$	(3,519)	$	(5,100)	(31.0	%)	$	(7,327)	$	(11,620)	(36.9	%)

For the three and six months ended June 30, 2025, interest expense, net decreased primarily due to lower weighted average debt outstanding under the credit facilities as compared to the same periods in the prior year.

Other (Expense) Income, Net


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
(Loss) gain from:
Change in fair value of interest rate swap	$	(3,339)	$	(429)	$	(7,711)	$	2,361
Foreign exchange (1)	196		(2,284)		2,944		58



Receipts related to interest rate swap	1,874		2,411		3,738		4,768
Other (expense) income, net	(327)		2,582		(118)		2,230
Total other (expense) income, net	$	(1,596)	$	2,280	$	(1,147)	$	9,417

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Provision for Income Taxes


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2025			2024			2025			2024
Income before income taxes	$	79,315		$	77,357		$	191,140		$	169,905
Provision for income taxes	$	8,876		$	5,330		$	29,364		$	27,577
Effective tax rate	11.2		%	6.9		%	15.4		%	16.2		%

For the three months ended June 30, 2025, the effective tax rate was higher compared to the same period in the prior year primarily due to the impact of a decrease in discrete tax benefits recognized, partially offset by the decrease in forecasted effective tax rate impact of U.S. international tax provisions. For the three months ended June 30, 2025 and 2024, we recorded discrete tax benefits of $8,114 and $18,543, respectively, primarily associated with windfall tax benefits from stock‑based compensation, net of the impact from officer compensation limitation provisions.

For the six months ended June 30, 2025, the effective tax rate was lower as compared to the same period in the prior year primarily due to the impact of the decrease in forecasted effective tax rate impact of U.S. international tax provisions, partially offset by a decrease in discrete tax benefits recognized. For the six months ended June 30, 2025 and 2024, we recorded discrete tax benefits of $13,187 and $20,681, respectively, primarily associated with windfall tax benefits from stock‑based compensation, net of the impact from officer compensation limitation provisions.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”). The OBBBA includes the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates. Based on our preliminary impact assessment, we believe the OBBBA will have a favorable impact on our cash paid for income taxes in 2025, primarily attributable to the change in restoring immediate U.S. tax deductions for domestic research and development expenses. We are still evaluating the full impact of the OBBBA on our consolidated financial statements.

Key Business Metrics:

In addition to our results of operations discussed above, we believe the following presentation of key business metrics provides additional useful information to investors regarding our results of operations. To the extent material, we disclose below the additional purposes, if any, for which our management uses these key business metrics. Our key business metrics may vary significantly from period to period for reasons unrelated to our operating performance and may differ from similarly titled measures presented by other companies.


	June 30,
	2025			2024
ARR	$	1,379,161		$	1,215,910
Last twelve-months recurring revenues	$	1,309,010		$	1,162,849
Twelve-months ended constant currency (1) :
ARR growth rate	11.5		%	11		%
Account retention rate	99		%	99		%
Recurring revenues dollar-based net retention rate	109		%	108		%

(1) Constant currency is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for additional information, including our definition and our use of constant currency.

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Recurring Revenues

Recurring revenues are the basis for our other revenue-related key business metrics. We believe this measure is useful in evaluating our ability to consistently retain and grow our revenues within our existing accounts.

Recurring revenues are subscriptions revenues that recur monthly, quarterly, or annually with specific or automatic renewal clauses and professional services revenues in which the underlying contract is based on a fixed fee and contains automatic annual renewal provisions.

ARR

ARR is a key business metric that we believe is useful in evaluating the scale and growth of our business as well as to assist in the evaluation of underlying trends in our business. Furthermore, we believe ARR, considered in connection with our last twelve‑month recurring revenues dollar‑based net retention rate, is a leading indicator of revenue growth.

ARR is defined as the sum of the annualized value of our portfolio of contracts that produce recurring revenues as of the last day of the reporting period, and the annualized value of the last three months of recognized revenues for our contractually recurring consumption‑based software subscriptions with consumption measurement durations of less than one year, calculated using the spot foreign currency exchange rates. We believe that the last three months of recognized revenues, on an annualized basis, for our recurring software subscriptions with consumption measurement period durations of less than one year is a reasonable estimate of the annual revenues, given our consistently high retention rate and stability of usage under such subscriptions.

ARR resulting from the annualization of recurring contracts with consumption measurement durations of less than one year, as a percentage of total ARR, was 51% and 49% as of June 30, 2025 and 2024, respectively, with our E365 subscription offering representing 45% and 43% of total ARR as of June 30, 2025 and 2024, respectively.

Constant currency ARR growth rate is the growth rate of ARR measured on a constant currency basis. In reporting period‑over‑period ARR growth rates in constant currency, we calculate constant currency growth rates by translating current and prior period ARR on a transactional basis to our reporting currency using current year budget exchange rates. We believe that ARR growth is an important metric indicating the scale and growth of our business.

Last Twelve‑Months Recurring Revenues

Last twelve‑month recurring revenues is a key business metric that we believe is useful in evaluating our ability to consistently retain and grow our recurring revenues. We believe that we will continue to experience favorable growth in recurring revenues primarily due to our strong account retention and recurring revenues dollar‑based net retention rates, as well as the addition of new accounts with recurring revenues.

Last twelve‑months recurring revenues is calculated as recurring revenues recognized over the preceding twelve‑month period.

The last twelve‑months recurring revenues for the periods ended June 30, 2025 compared to the last twelve‑months of the comparative twelve‑month period increased by $146,161. This increase was primarily due to growth in ARR, which is primarily the result of growing our recurring revenues within our existing accounts as expressed in our recurring revenues dollar‑based net retention rate, as well as additional recurring revenues resulting from new accounts and acquisitions. For the twelve months ended June 30, 2025 and 2024, 92% and 90%, respectively, of our revenues were recurring revenues.

Account Retention Rate

Account retention rate is a key business metric that we believe is useful in evaluating the long‑term value of our account relationships and our ability to retain our account base. We believe that our consistent and high account retention rates illustrate our ability to retain and cultivate long‑term relationships with our accounts.

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Account retention rate for any given twelve-month period is calculated using the average foreign currency exchange rates for the prior period, as follows: the prior period recurring revenues from all accounts with recurring revenues in the current and prior period, divided by total recurring revenues from all accounts during the prior period.

Recurring Revenues Dollar‑Based Net Retention Rate

Recurring revenues dollar‑based net retention rate is a key business metric that we believe is useful in evaluating our ability to consistently retain and grow our recurring revenues.

Recurring revenues dollar‑based net retention rate is calculated, using the average exchange rates for the prior period, as follows: the recurring revenues for the current period, including any growth or reductions from existing accounts, but excluding recurring revenues from any new accounts added during the current period, divided by the total recurring revenues from all accounts during the prior period. A period is defined as any trailing twelve months. Related to our platform acquisitions, recurring revenues into new accounts will be captured as existing accounts starting with the second anniversary of the acquisition when such data conforms to the calculation methodology. This may cause variability in the comparison.

Given that recurring revenues represented 92% and 90% of our total revenues for the twelve months ended June 30, 2025 and 2024, respectively, this metric helps explain our revenue performance as primarily growth from existing accounts.

Non-GAAP Financial Measures:

In addition to our results determined in accordance with GAAP discussed above, we believe the following presentation of financial measures not in accordance with GAAP provides useful information to investors regarding our results of operations. To the extent material, we disclose below the additional purposes, if any, for which our management uses these non‑GAAP financial measures and provide reconciliations between these non‑GAAP financial measures and their most directly comparable GAAP financial measures. Non‑GAAP financial information should be considered in addition to, not as a substitute for, or in isolation from, the financial information prepared in accordance with GAAP, including operating income, or other measures of performance. Our non‑GAAP financial measures may vary significantly from period to period for reasons unrelated to our operating performance and may differ from similarly titled measures presented by other companies.

Adjusted Operating Income Less Stock-Based Compensation Expense (“AOI less SBC”)

AOI less SBC is a non-GAAP financial measure and is used to measure the operational strength and performance of our business, as well as to assist in the evaluation of underlying trends in our business.

AOI less SBC is defined as operating income adjusted for the following: amortization of purchased intangibles, expense (income) relating to deferred compensation plan liabilities, acquisition expenses, and realignment expenses (income), for the respective periods.

AOI less SBC is our primary performance measure, which excludes certain expenses and charges, including the non-cash amortization expense resulting from the acquisition of intangible assets, as we believe these may not be indicative of our core business operating results. We intentionally include stock-based compensation expense in this measure as we believe it better captures the economic costs of our business.

Management uses this non-GAAP financial measure to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, to evaluate financial performance, and in our comparison of our financial results to those of other companies. It is also a significant performance measure in certain of our executive incentive compensation programs.

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Adjusted Operating Income (“AOI”)

Adjusted operating income is a non-GAAP financial measure that we believe is useful to investors in making comparisons to other companies, although this measure may not be directly comparable to similar measures used by other companies.

Adjusted operating income is defined as operating income adjusted for the following: amortization of purchased intangibles, expense (income) relating to deferred compensation plan liabilities, acquisition expenses, realignment expenses (income), and stock‑based compensation expense, for the respective periods.

Reconciliation of operating income to AOI less SBC and to Adjusted operating income:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
Operating income	$	84,430	$	80,177	$	199,614	$	172,108
Amortization of purchased intangibles (1)	11,405		11,521		22,849		23,711
Deferred compensation plan (2)	7,584		883		6,338		6,682
Acquisition expenses (3)	1,804		1,969		2,642		4,328
Realignment expenses (4)	—		743		—		809
AOI less SBC	105,223		95,293		231,443		207,638
Stock-based compensation expense (5)	19,319		21,856		36,624		41,193
Adjusted operating income	$	124,542	$	117,149	$	268,067	$	248,831

Further explanation of certain of our adjustments in arriving at AOI less SBC and Adjusted operating income are as follows:

(1) Amortization of purchased intangibles . Amortization of purchased intangibles varies in amount and frequency and is significantly impacted by the timing and size of our acquisitions. Management finds it useful to exclude these non‑cash charges from our operating expenses to assist in budgeting, planning, and forecasting future periods. The use of intangible assets contributed to our revenues earned during the periods presented and will also contribute to our revenues in future periods. Amortization of purchased intangible assets will recur in future periods.

(2) Deferred compensation plan . We exclude Deferred compensation plan expense (income) when we evaluate our continuing operational performance because it is not reflective of our ongoing business and results of operation. We believe it is useful for investors to understand the effects of this item on our total operating expenses. Deferred compensation plan liabilities are marked to market at the end of each reporting period, with changes in the liabilities recorded as an expense (income) to Deferred compensation plan in the consolidated statements of operations.

(3) Acquisition expenses . We incur expenses for professional services rendered in connection with business combinations, which are included in our GAAP presentation of general and administrative expense. Also included in our acquisition expenses are retention incentives paid to executives of the acquired companies. We exclude these acquisition expenses when we evaluate our continuing operational performance as we would not have otherwise incurred these expenses in the periods presented as part of our continuing operations.

(4) Realignment expenses . We exclude these charges and subsequent adjustments to our estimates when we evaluate our continuing operational performance because they are not reflective of our ongoing business and results of operations. We believe it is useful for investors to understand the effects of these items on our total operating expenses. For the three and six months ended June 30, 2024, Realignment expenses were primarily associated with the 2023 Program.

(5) Stock‑based compensation expense . We exclude non-cash stock‑based compensation expenses from certain of our non‑GAAP measures because we believe this is useful to investors in making comparisons to other companies.

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Constant Currency

Constant currency and constant currency growth rates are non-GAAP financial measures that present our results of operations excluding the estimated effects of foreign currency exchange rate fluctuations. A significant amount of our operations is conducted in foreign currencies. As a result, the comparability of the financial results reported in U.S. dollars is affected by changes in foreign currency exchange rates. We use constant currency and constant currency growth rates to evaluate the underlying performance of the business, and we believe it is helpful for investors to present operating results on a comparable basis period over period to evaluate its underlying performance.

In reporting period‑over‑period results, except for ARR as discussed above in “Key Business Metrics” section, we calculate the effects of foreign currency fluctuations and constant currency information by translating current and prior period results on a transactional basis to our reporting currency using prior period average foreign currency exchange rates in which the transactions occurred.

Reconciliation of consolidated revenues to consolidated revenues in constant currency:


	Three Months Ended June 30, 2025						Three Months Ended June 30, 2024
	Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency		Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency
Subscriptions	$	333,452	$	(3,191)	$	330,261	$	297,444	$	(341)	$	297,103
Perpetual licenses	10,193		(95)		10,098		10,863		(2)		10,861
Subscriptions and licenses	343,645		(3,286)		340,359		308,307		(343)		307,964
Services	20,461		(317)		20,144		22,030		8		22,038
Total revenues	$	364,106	$	(3,603)	$	360,503	$	330,337	$	(335)	$	330,002


	Six Months Ended June 30, 2025						Six Months Ended June 30, 2024
	Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency		Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency
Subscriptions	$	675,770	$	142	$	675,912	$	604,533	$	(673)	$	603,860
Perpetual licenses	20,985		68		21,053		20,375		(3)		20,372
Subscriptions and licenses	696,755		210		696,965		624,908		(676)		624,232
Services	37,893		(36)		37,857		43,192		(1)		43,191
Total revenues	$	734,648	$	174	$	734,822	$	668,100	$	(677)	$	667,423

Reconciliation of revenues by geographic region to revenues by geographic region in constant currency:


	Three Months Ended June 30, 2025						Three Months Ended June 30, 2024
	Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency		Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency
Americas	$	194,059	$	392	$	194,451	$	176,310	$	(53)	$	176,257
EMEA	105,414		(3,761)		101,653		95,865		(138)		95,727
APAC	64,633		(234)		64,399		58,162		(144)		58,018
Total revenues	$	364,106	$	(3,603)	$	360,503	$	330,337	$	(335)	$	330,002

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	Six Months Ended June 30, 2025						Six Months Ended June 30, 2024
	Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency		Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency
Americas	$	393,034	$	2,192	$	395,226	$	360,503	$	(135)	$	360,368
EMEA	212,419		(2,756)		209,663		190,579		(318)		190,261
APAC	129,195		738		129,933		117,018		(224)		116,794
Total revenues	$	734,648	$	174	$	734,822	$	668,100	$	(677)	$	667,423

Reconciliation of cost of revenues to cost of revenues in constant currency:


	Three Months Ended June 30, 2025						Three Months Ended June 30, 2024
	Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency		Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency
Cost of subscriptions and licenses	$	47,758	$	(130)	$	47,628	$	42,432	$	184	$	42,616
Cost of services	21,018		(324)		20,694		20,761		(3)		20,758
Total cost of revenues	$	68,776	$	(454)	$	68,322	$	63,193	$	181	$	63,374


	Six Months Ended June 30, 2025						Six Months Ended June 30, 2024
	Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency		Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency
Cost of subscriptions and licenses	$	94,256	$	379	$	94,635	$	82,650	$	(59)	$	82,591
Cost of services	40,179		81		40,260		42,373		(8)		42,365
Total cost of revenues	$	134,435	$	460	$	134,895	$	125,023	$	(67)	$	124,956

Reconciliation of operating expenses to operating expenses in constant currency:


	Three Months Ended June 30, 2025						Three Months Ended June 30, 2024
	Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency		Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency
Research and development	$	75,385	$	(355)	$	75,030	$	65,709	$	(205)	$	65,504
Selling and marketing	69,873		(285)		69,588		57,129		(9)		57,120
General and administrative	49,857		(198)		49,659		54,854		(15)		54,839
Deferred compensation plan	7,584		—		7,584		883		—		883
Amortization of purchased intangibles	8,201		(30)		8,171		8,392		—		8,392
Total operating expenses	$	210,900	$	(868)	$	210,032	$	186,967	$	(229)	$	186,738

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	Six Months Ended June 30, 2025						Six Months Ended June 30, 2024
	Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency		Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency
Research and development	$	147,835	$	1,196	$	149,031	$	134,080	$	(28)	$	134,052
Selling and marketing	132,932		838		133,770		111,515		(34)		111,481
General and administrative	97,085		419		97,504		101,336		(35)		101,301
Deferred compensation plan	6,338		—		6,338		6,682		—		6,682
Amortization of purchased intangibles	16,409		14		16,423		17,356		—		17,356
Total operating expenses	$	400,599	$	2,467	$	403,066	$	370,969	$	(97)	$	370,872

Liquidity and Capital Resources:

Cash and Cash Equivalents


	June 30, 2025		December 31, 2024
Cash and cash equivalents held domestically	$	5,575	$	2,845
Cash and cash equivalents held by foreign subsidiaries	84,071		61,164
Total cash and cash equivalents	$	89,646	$	64,009

Our primary source of operating cash is from the sale of our subscriptions, perpetual licenses, and services. Our primary use of cash is payment of our operating costs, which consist mainly of headcount‑related costs. In addition to operating expenses, we also use cash to service our debt obligations, to pay quarterly dividends, to repurchase our Class B common stock and convertible debt, and for capital expenditures in support of our operations. We also use cash to fund our acquisitions of software assets and businesses, and other investment activities.

We believe that cash generated from operations, together with existing cash and cash equivalent balances, and external borrowings including available liquidity under the Credit Facility, will be sufficient to meet our domestic and international working capital and capital expenditure requirements. We regularly review our capital structure and consider a variety of potential financing alternatives and planning strategies to ensure that we have the proper liquidity available in the locations in which it is needed and to fund our operations and growth investments with cash that has not been permanently reinvested outside the U.S. Our future capital requirements may be materially different than those currently planned in our budgeting and forecasting activities and depend on many factors, including our strategy of regularly acquiring and integrating specialized infrastructure engineering software businesses, our rate of revenue growth, the timing and extent of spending on research and development, the expansion of our sales and marketing activities, the timing of new product introductions, market acceptance of our products, competitive factors, our discretionary payments of dividends or repurchases of our Class B common stock and convertible debt, funding of our purchase commitments, currency fluctuations, and overall economic conditions, globally. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity would result in additional dilution to our stockholders, while the incurrence of additional debt financing, including convertible debt, would result in additional debt service obligations. Such debt instruments also could introduce new or modified covenants that might restrict our operations and/or our ability to pay dividends, consummate acquisitions, or otherwise pursue our business strategies. We cannot provide assurance that we could obtain additional financing on favorable terms or at all.

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Cash Flows Activity


	Six Months Ended June 30,
	2025		2024
Net cash provided by (used in):
Operating activities	$	280,500	$	267,555
Investing activities	$	(7,135)	$	(10,946)
Financing activities	$	(257,509)	$	(270,999)

Operating Activities

For the six months ended June 30, 2025, compared to the same period in the prior year, net cash provided by operating activities was higher by $12,945 due to an increase in net income of $19,482, partially offset by a net decrease in non‑cash adjustments of $3,935 and a decrease in net cash flows from the change in operating assets and liabilities of $2,602. The decrease in net cash flows from the change in operating assets and liabilities period over period was primarily due to lower period over period Cloud Services Subscription deposits, and accruals and other liabilities. Offsetting these decreases were increases primarily due to timing of collections on our receivables, the overall timing of payments for income taxes and for software maintenance contracts, as well as lower capitalized internal‑use software implementation costs compared to the same period in the prior year.

Investing Activities

Net cash used in investing activities was lower by $3,811 for the six months ended June 30, 2025, compared to the same period in the prior year, primarily due to lower acquisition related payments of $5,000.

Financing Activities

Net cash used in financing activities was lower by $13,490 for the six months ended June 30, 2025, compared to the same period in the prior year, primarily due to lower net paydowns of the credit facilities of $61,713, partially offset by higher payments for shares acquired of $27,661, including shares repurchased under the Repurchase Program, higher dividend payments of $6,642, primarily due to an increase in our quarterly dividend per share to $0.07 in 2025 from $0.06 in 2024, and lower proceeds from the exercise of stock options of $4,007. Additionally, we paid $9,797 in cash to repurchase $10,000 aggregate principal amount of our outstanding 2026 Notes during the first quarter of 2025.

Long-Term Debt


	June 30, 2025		December 31, 2024
Current portion of long-term debt	$	—	$	—
Long-term debt	1,245,843		1,388,088
Total debt	$	1,245,843	$	1,388,088

As of June 30, 2025, we had $1,299,850 available under the Credit Facility, and we were in compliance with all covenants under the Credit Facility, the 2026 Notes, and the 2027 Notes. Any failure to comply with such covenants under the Credit Facility would prevent us from being able to borrow additional funds under the Credit Facility, and, as with any failure to comply with such covenants under the 2026 Notes and the 2027 Notes, could constitute a default that may cause all amounts outstanding to become due and immediately payable in full.

Unless converted, upon maturity in January 2026, we will be required to repay the outstanding principal amount on the 2026 Notes, which, as of June 30, 2025, was $677,830. As of June 30, 2025, the 2026 Notes were classified as long‑term in the consolidated balance sheets as we currently have the ability and intent to refinance them on a long‑term basis through available capacity under the Credit Facility.

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Stock Repurchases

BSY Stock Repurchase Program

Our Board of Directors approved the Repurchase Program authorizing us to repurchase up to $200,000 of our Class B common stock and/or outstanding convertible senior notes through June 30, 2026. We may use available working capital, cash provided by operating activities, and/or external borrowings including available liquidity under our Credit Facility to make repurchases.

During the six months ended June 30, 2025, we repurchased 1,173,041 shares for $50,023, and $10,000 aggregate principal amount of our outstanding 2026 Notes for $9,797 under the Repurchase Program. During the six months ended June 30, 2024, we repurchased 729,681 shares for $37,515 under the Repurchase Program.

The timing, as well as the number and value of shares and/or outstanding convertible senior notes repurchased under the Repurchase Program, will be determined at our discretion and will depend on a variety of factors, including our assessment of the intrinsic value of our shares, the market price of our Class B common stock and outstanding convertible senior notes, general market and economic conditions, available liquidity, compliance with our debt and other agreements, and applicable legal requirements.

Withholding Taxes on Certain Equity Awards

We have the right to require that certain equity awardees receive gross or net quantities of shares of our Class B common stock, including distributions from the DCP and share issuances under our Bonus Plan. In the case of a gross issuance or distribution, an awardee is required to reimburse promptly to us the cash required for his or her tax withholding amounts. Conversely, under a net issuance or distribution, shares are withheld in consideration of remitting withholding taxes on behalf of an equity awardee, thereby requiring us to remit cash for the tax withholdings. We exercised our right to require that impacted equity awardees receive gross quantities of our Class B common stock during the first quarter of 2025, but we allowed impacted awardees the option to receive net quantities of shares of our Class B common stock during the second quarter of 2025. During the six months ended June 30, 2024, we exercised our right to require that impacted equity awardees receive gross quantities of our Class B common stock. We will continue to evaluate whether share awards will be required to be received by awardees on a gross basis, or if net settlement may be elected by awardees.

Dividend Payments

The declaration and payment of dividends is within the discretion of our Board of Directors. We paid quarterly dividends of $0.07 per share of common stock during the six months ended June 30, 2025 and $0.06 per share of common stock during the six months ended June 30, 2024. While we intend to continue paying quarterly dividends, any future determination will be subject to the discretion of our Board of Directors and will be dependent on a number of factors, including our results of operations, capital requirements, restrictions under Delaware law, and overall financial condition, as well as any other factors our Board of Directors considers relevant. In addition, the terms of the agreement governing the Credit Facility limit the amount of dividends we can pay.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our market risk exposure as described in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our 2024 Annual Report on Form 10‑K.

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Item 4. Controls and Procedures

Evaluation of Effectiveness of Disclosure Controls and Procedures

Our management maintains disclosure controls and procedures as defined in Rules 13a‑15(e) and 15d‑15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is processed, recorded, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), as appropriate, to allow for timely decisions regarding required disclosure.

We evaluated, under the supervision and with the participation of management, including our principal executive and principal financial officers, the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2025, our disclosure controls and procedures were effective at the reasonable assurance level.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Bentley Systems, Incorporated have been detected.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a or 15d of the Exchange Act that occurred during the quarter ended June 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are subject from time to time to various legal proceedings and claims which arise in the ordinary course of our business. Although the outcome of these and other claims cannot be predicted with certainty, we do not believe that the ultimate resolution of pending matters will have a material adverse effect on our financial condition, results of operations, or cash flows. We currently believe that we do not have any material litigation pending against us.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in Part I, Item 1A. Risk Factors in our 2024 Annual Report on Form 10‑K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Equity Securities

From April 1, 2025 to June 30, 2025, we issued 883,626 shares of our Class B common stock in connection with distributions from our DCP.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. Unless otherwise stated, the sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance on Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. All recipients had adequate access, through their relationships with us, to information about us. The issuance of these securities were made without any general solicitation or advertising.

Issuer Purchases of Equity Securities

The following table reflects our Class B common stock we repurchased during the three months ended June 30, 2025:


				Total Number of	Approximate Dollar
				Shares Purchased as	Value of Shares that
	Total Number of	Average Price		Part of Publicly	May Yet Be Purchased
Period	Shares Purchased	Paid per Share		Announced Plan (1)	Under the Plan (2)
April 1, 2025 to April 30, 2025	499,143	$	40.07	499,143	$	113,358,334
May 1, 2025 to May 31, 2025	—	$	—	—	$	113,358,334
June 1, 2025 to June 30, 2025	—	$	—	—	$	113,358,334
	499,143	$	40.07	499,143

(1) Represents shares purchased in open‑market transactions under the Repurchase Program approved by our Board of Directors.

(2) These amounts correspond to the plan publicly announced and approved by our Board of Directors in March 2024 that authorizes the repurchase of up to $200 million of our Class B common stock and/or outstanding convertible senior notes through June 30, 2026.

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Item 5. Other Information

Rule 10b5-1 Trading Plans

On May 14, 2025 , Julien Moutte , the Company’s Chief Technology Officer , terminated a trading plan established pursuant to Rule 10b5‑1 of the Exchange Act, which was intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c) and was adopted effective December 5, 2024 to sell an aggregate of 1,944 shares of our Class B common stock through June 5, 2025.

During the three months ended June 30, 2025, there were no other Company directors or executive officers who adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c) or any “non-Rule 10b5‑1 trading arrangement.”

Item 6. Exhibits


Exhibit
Number						Description
31.1*						Certification of CEO pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
31.2*						Certification of CFO pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
32*						Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS						Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH						Inline XBRL Taxonomy Extension Schema
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase
104						Cover page formatted as Inline XBRL and contained in Exhibit 101


*			Filed or furnished herewith. The certification attached as Exhibit 32 that accompanies this Quarterly Report on Form 10‑Q is not deemed filed with the SEC and is not to be incorporated by reference into any filing of Bentley Systems, Incorporated under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10‑Q, irrespective of any general incorporation language contained in such filing.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Bentley Systems, Incorporated

Date: August 6, 2025	By:	/s/ W ERNER A NDRE
		Werner Andre
		Chief Financial Officer
		(Principal Financial Officer)

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Part I. Financial Information Item 1. Unaudited Consolidated Financial Statements Note 1: Basis Of Presentation and Significant Accounting Policies Note 2: Recent Accounting Pronouncements Note 3: Revenue From Contracts with Customers Note 4: Acquisitions Note 5: Property and Equipment, Net Note 6: Goodwill and Other Intangible Assets Note 7: Investments Note 8: Leases Note 9: Accruals and Other Current Liabilities Note 10: Long-term Debt Note 11: Executive Incentive Plans Note 12: Retirement Plans Note 13: Common Stock Note 14: Accumulated Other Comprehensive Loss Note 15: Stock-based Compensation Note 16: Income Taxes Note 17: Fair Value Of Financial Instruments Note 18: Commitments and Contingencies Note 19: Segment and Geographic Information Note 20: Other (expense) Income, Net Note 21: Net Income Per Share Attributable To Bentley Systems Stockholders Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II. Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 5. Other Information Item 6. Exhibits

Exhibits

31.1* Certification of CEO pursuant to Rule13a-14(a) and Rule15d-14(a) of the Securities Exchange Act of 1934, as amended 31.2* Certification of CFO pursuant to Rule13a-14(a) and Rule15d-14(a) of the Securities Exchange Act of 1934, as amended 32* Certification of CEO and CFO Pursuant to 18U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002

BSY 10-Q Quarter ended June 30, 2025

Exhibits