BENTLEY SYSTEMS INC

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 $603 and $745 for the three months ended September 30, 2025 and 2024, respectively, and $1,409 and $3,179 for the nine months ended September 30, 2025 and 2024, respectively. Additionally, total ACDP related amortization was $3,829 and $1,106 for the three months ended September 30, 2025 and 2024, respectively, and $5,379 and $2,767 for the nine months ended September 30, 2025 and 2024, respectively, and is included in Cost of subscriptions and licenses in the consolidated statements of operations. As of September 30, 2025 and December 31, 2024, $9,950 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 September 30, 2025 and December 31, 2024, capitalized internal-use software implementation costs were $25,626 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.

Note 2: Recent Accounting Pronouncements

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2025‑06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350‑40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025‑06”), which amends certain aspects of the accounting for and disclosure of software costs under Subtopic 350-40, referred to as internal-use software. ASU 2025-06 is effective for the Company for the annual reporting period beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The amendments in ASU 2025-06 may be adopted on a prospective basis to financial statements issued for reporting periods after the effective date, on a retrospective basis to all periods presented, or on a modified prospective transition basis for in-process projects through a cumulative-effect adjustment to the opening balance of retained earnings. The Company is currently evaluating the impact of the adoption of ASU 2025‑06 on its consolidated financial statements.

In July 2025, the FASB issued ASU No. 2025‑05, Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025‑05”), which provides public entities with an optional practical expedient when estimating expected credit losses for current accounts receivables and current contract assets arising from transactions accounted for under Revenue from Contracts with Customers (Topic 606), that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. ASU 2025-05 is effective for the Company for annual reporting periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods if the Company elects the practical expedient. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2025‑05 on its consolidated financial statements.

In November 2024, the FASB issued 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. In September 2025, judicial review was suspended awaiting SEC clarity on its position. 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.

Note 3: Revenue from Contracts with Customers

Disaggregation of Revenues

The Company’s revenues consist of the following:

(1)Enterprise subscriptions are primarily revenues attributable to Enterprise 365 (“E365”) subscriptions of $156,759 and $133,347 for the three months ended September 30, 2025 and 2024, respectively, and $453,829 and $382,013 for the nine months ended September 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 September 30, 2025 and 2024, the Company recognized $191,109 and $166,035 of license related revenues, respectively, of which $180,196 and $154,761, 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 nine months ended September 30, 2025 and 2024, the Company recognized $576,488 and $504,802 of license related revenues, respectively, of which $544,590 and $473,153, 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:

(1)Americas includes the U.S., Canada, and Latin America (including the Caribbean). Revenue attributable to the U.S. totaled $154,148 and $139,338 for the three months ended September 30, 2025 and 2024, respectively, and $462,535 and $416,600 for the nine months ended September 30, 2025 and 2024, respectively.

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

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 September 30, 2025 and December 31, 2024, unbilled accounts receivable were $180,188 and $159,924, respectively.

Contract Balances

As of September 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 werenot material as of September 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 nine months ended September 30, 2025, $223,141 of revenues that were included in the December 31, 2024 deferred revenues balance were recognized. There were additional deferrals of $197,856 for the nine months ended September 30, 2025, which were primarily related to new billings. For the nine months ended September 30, 2024, $211,782 of revenues that were included in the December 31, 2023 deferred revenues balance were recognized. There were additional deferrals of $182,880 for the nine months ended September 30, 2024, which were primarily related to new billings.

As of September 30, 2025 and December 31, 2024, the Company deferred $19,862 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 September 30, 2025, amounts allocated to these remaining performance obligations are $252,728, 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:

The operating results for any acquired business are included in the Company’s consolidated financial statements from the closing date of each respective acquisition and were not material, individually or in the aggregate, to the Company’s consolidated statements of operations. During the nine months ended September 30, 2025, the Company finalized the purchase accounting for acquisitions completed during the year ended December 31, 2024. 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:

Note 5: Property and Equipment, Net

Property and equipment, net consist of the following:

Depreciation expense was $3,871 and $3,361 for the three months ended September 30, 2025 and 2024, respectively, and $10,669 and $10,041 for the nine months ended September 30, 2025 and 2024, respectively.

Note 6: Goodwill and Other Intangible Assets

Goodwill

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

Other Intangible Assets

Details of intangible assets other than goodwill are as follows:

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

Note 7: Investments

Investments consist of the following:

Cost Method Investments

The Company invests in technology development companies, generally in the form of equity interests or convertible notes. During the nine months ended September 30, 2025 and 2024, the Company invested a total of $938 and $807, respectively. As of September 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 inno gain or loss.

Note 8: Leases

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

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

(1)Operating lease cost includes rent cost related to operating leases for office facilities of $3,422 and $3,884 for the three months ended September 30, 2025 and 2024, respectively, and $10,500 and $10,656 for the nine months ended September 30, 2025 and 2024, respectively.

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

(1)For the nine months ended September 30, 2024, right‑of‑use assets obtained in exchange for new operating lease liabilities does not include the impact from an acquisition of $103.

The weighted average remaining lease term for operating leases was 4.0 years and 4.3 years as of September 30, 2025 and December 31, 2024, respectively. The weighted average discount rate was 5.4% and 5.2% as of September 30, 2025 and December 31, 2024, respectively.

As of September 30, 2025, the Company had additional minimum operating lease payments of $7,250 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:

Note 10: Long-Term Debt

Long‑term debt consists of the following:

The Company had $150 of letters of credit outstanding as of September 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 September 30, 2025 and December 31, 2024, the Company had $1,299,850 and $1,164,535, respectively, available under the Credit Facility.

As of September 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 September 30, 2025, was $677,830. As of September 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.

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 income (expense), net in the consolidated statements of operations for the nine months ended September 30, 2025. The 2026 Notes were repurchased under the BSY Stock Repurchase Program (the “Repurchase Program”) authorization (see Note 13).

2026 Notes Event Subsequent to September 30, 2025

On January 26, 2021, the Company completed a private offering of $690,000 of 0.125% convertible senior notes, which mature on January 15, 2026 unless earlier converted, redeemed, or repurchased. Prior to October 15, 2025, the 2026 Notes were convertible at the option of the holder pursuant to the terms of the indenture, dated as of January 26, 2021, between the Company and Wilmington Trust, National Association, as trustee (the “2026 Trustee”) (the “2026 Indenture”). On or after October 15, 2025 until 5:00 p.m., New York City time, on the second scheduled trading day immediately before the maturity date, the 2026 Notes are convertible at the option of the holder at any time.

On October 14, 2025, in accordance with the 2026 Indenture, the Company gave notice to the 2026 Trustee, the Conversion Agent and the Holders (each as defined in the 2026 Indenture) that the Company elected to change the “Default Settlement Method” (as defined in the 2026 Indenture) for conversions of the 2026 Notes to “Physical Settlement” (as defined in the 2026 Indenture). As a result, all conversions of the 2026 Notes occurring on and after October 15, 2025 will be settled by delivery of shares of the Company’s Class B common stock using Physical Settlement in accordance with the 2026 Indenture. The initial conversion rate, which is subject to adjustment as set forth in the 2026 Indenture, is 15.5925 shares of the Company’s Class B common stock per one thousand dollar principal amount of 2026 Notes, which represents an initial conversion price of approximately $64.13 per share.

Interest Expense, Net

Interest expense, net consists of the following:

The weighted average interest rate on borrowings under the Credit Facility were 6.19% and 7.21% for the three months ended September 30, 2025 and 2024, respectively, and 6.19% and 7.38% for the nine months ended September 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 $2,289 and $1,460 for the three months ended September 30, 2025 and 2024, respectively, and $7,117 and $14,858 for the nine months ended September 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 September 30, 2025, there was $1,026 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 4.2 years.

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 September 30, 2025, shares of Class B common stock available for future issuance under the DCP were 4,616,129.

DCP elective participant deferrals were $0 and $43 for the three months ended September 30, 2025 and 2024, respectively, and $0 and $144 for the nine months ended September 30, 2025 and 2024, respectively. No discretionary contributions were made to the DCP during the three and nine months ended September 30, 2025 and 2024. As of September 30, 2025 and December 31, 2024, phantom shares of the Company’s Class B common stock issuable by the DCP were 10,827,233 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 $6,033 and $6,983 for the three months ended September 30, 2025 and 2024, respectively, and $12,371 and $13,665 for the nine months ended September 30, 2025 and 2024, respectively.

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

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 September 30, 2025, $98,358 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.

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 nine months ended September 30, 2025, the Company repurchased 1,457,454 shares for $65,029, 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 nine months ended September 30, 2024, the Company repurchased 912,737 shares for $45,769 under the Repurchase Program.

Common Stock Issuances, Sales, and Repurchases

During the nine months ended September 30, 2025, the Company issued 1,635,396 shares of Class B common stock to DCP participants in connection with distributions from the plan, net of 317,259 shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $13,558. During the nine months ended September 30, 2024, the Company issued 4,655,277 shares of Class B common stock to DCP participants in connection with distributions from the plan. There wereno shares sold back to the Company as they were issued on a gross basis during the nine months ended September 30, 2024.

During the nine months ended September 30, 2025, the Company issued 66,837 shares of Class B common stock in connection with Bonus Plan incentive compensation, net of 34,224 shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $1,686. During the nine months ended September 30, 2024, the Company issued 256,587 shares of Class B common stock in connection with the Bonus Plan incentive compensation. There wereno shares sold back to the Company as they were issued on a gross basis during the nine months ended September 30, 2024.

During the nine months ended September 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 nine months ended September 30, 2024 was $40,775.

Dividends

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

Global Employee Stock Purchase Plan

During the nine months ended September 30, 2025, colleagues who elected to participate in the Bentley Systems, Incorporated Global Employee Stock Purchase Plan (the “ESPP”) purchased a total of 280,767 shares of Class B common stock, net of shares withheld, resulting in cash proceeds to the Company of $11,534. Of the total 291,251 shares purchased,10,484 shares were sold back to the Company to pay for applicable income tax withholdings of $539. During the nine months ended September 30, 2024, colleagues who elected to participate in the ESPP purchased a total of 253,578 shares of Class B common stock, net of shares withheld, resulting in cash proceeds to the Company of $11,228. Of the total 260,437 shares purchased,6,859 shares were sold back to the Company to pay for applicable income tax withholdings of $348. As of September 30, 2025 and December 31, 2024, $3,199 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 September 30, 2025, shares of Class B common stock available for future issuance under the ESPP were 23,737,693.

Note 14: Accumulated Other Comprehensive Loss

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

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

Note 15: Stock-Based Compensation

Total stock‑based compensation expense consists of the following:

(1)As of September 30, 2025 and December 31, 2024, $2,162 and $1,556 remained in Accruals and other current liabilities in the consolidated balance sheets, respectively.

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

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 September 30, 2025, equity awards available for future grants under the 2020 Plan were 18,389,644.

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.

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

(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 41,621 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 athree‑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 $40.78 and $50.66, for the nine months ended September 30, 2025 and 2024, respectively.

During the nine months ended September 30, 2025 and 2024, restricted stock and RSUs were issued net of 277,595 and 171,314 shares, respectively, which were sold back to the Company to settle applicable income tax withholdings of $12,599 and $8,671, respectively.

As of September 30, 2025, there was $111,329 of unrecognized compensation expense related to unvested time‑based RSUs, which is expected to be recognized over a weighted average period of approximately 1.9 years. As of September 30, 2025, there was $3,530 of unrecognized compensation expense related to unvested performance‑based RSUs, which is expected to be recognized over a weighted average period of approximately 0.5 years.

Stock Grants

For the nine months ended September 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.

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:

For the three months ended September 30, 2025, the effective tax rate was higher compared to the same period in the prior year primarily due to the increase in discrete tax expenses recognized in the current year period. For the three months ended September 30, 2025, the Company recorded discrete tax expenses of $6,455 primarily associated with the limitation of discrete stock‑based compensation deductions on U.S. international tax provisions. For the three months ended September 30, 2024, the Company recorded discrete tax expense of $2,887.

For the nine months ended September 30, 2025, the effective tax rate was higher as compared to the same period in the prior year primarily due to the decrease in discrete tax benefits recognized in the current year period. For the nine months ended September 30, 2025 and 2024, the Company recorded discrete tax benefits of $6,732 and $17,794, 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 September 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.

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 September 30, 2025, the estimated fair value of the 2026 Notes and 2027 Notes was $667,663 and $542,340, 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:

(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 $4,230 and $3,798 as of September 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.

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 nine months ended September 30, 2025 and the year ended December 31, 2024, the Company entered into approximately $7,900 and $45,500, respectively, 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 September 30, 2025, total non‑cancelable future cash purchase commitments were approximately $71,000 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:

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 nine months ended September 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”).

“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 $215,892 and $196,181 for the three months ended September 30, 2025 and 2024, respectively, and $624,582 and $573,757 for the nine months ended September 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 $102,368 and $96,654 for the three months ended September 30, 2025 and 2024, respectively, and $266,488 and $244,822 for the nine months ended September 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 $57,433 and $51,054 for the three months ended September 30, 2025 and 2024, respectively, and $154,558 and $138,706 for the nine months ended September 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 $1,802 and $1,586 for the three months ended September 30, 2025 and 2024, respectively, and $4,412 and $6,352 for the nine months ended September 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:

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

Note 20: Other Income (Expense), Net

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

(1)Foreign exchange gain 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 September 30, 2025 and 2024, there were 206,013 and 352,730 participating securities outstanding, respectively.

To compute the numerator of dilutednet 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 dilutednet 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.

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

There wereno anti‑dilutive securities for the three months ended September 30, 2025 or 2024. For the nine months ended September 30, 2025,185,090 RSUs 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 wereno anti‑dilutive securities for the nine months ended September 30, 2024.