BENTLEY SYSTEMS INC

Previous wording

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.

Current wording

Bentley Systems is the infrastructure engineering software company. Our purpose is to advance the world’s infrastructure for better quality of life. Our mission is to reshape how infrastructure systems and critical resources are delivered and optimized. 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.

Previous wording

•ARR(2) was $1,405,236 as of September 30, 2025, compared to $1,270,726 as of September 30, 2024, representing a constant currency(1) ARR growth rate(2) of 10.5%;

Current wording

•Annualized recurring revenues (“ARR”)(2) was $1,494,511 as of March 31, 2026, compared to $1,319,256 as of March 31, 2025; Constant currency(1) ARR growth rate(2) was 11.5%;

Previous wording

•Last twelve-month recurring revenues dollar-based net retention rate(2) was 109% as of September 30, 2025, consistent with the same period in the prior year;

Current wording

•Last twelve-month recurring revenues dollar-based net retention rate(2) was 109% as of March 31, 2026, compared to 110% as of March 31, 2025;

Previous wording

(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.

Current wording

(1)Constant currency and AOI less Operating 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 Operating SBC.

Previous wording

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.

Current wording

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.

Previous wording

The increase in total revenues for the three and nine months ended September 30, 2025 was primarily driven by an increase in subscriptions revenues. Partially offsetting the increase, for the nine months ended September 30, 2025, was a decrease in services revenues.

Current wording

The increase in total revenues for the three months ended March 31, 2026 was primarily driven by an increase in subscriptions revenues, and to a lesser extent, an increase in services revenues, partially offset by a decrease in perpetual licenses revenues. Our business performance includes the impact from programmatic acquisitions, which generally are immaterial, individually and in the aggregate.

Previous wording

For the three and nine months ended September 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.

Current wording

Subscriptions. For the three months ended March 31, 2026, subscriptions revenues increased $50,166 ($41,734 on a constant currency basis) 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. Increases in subscriptions revenues for the three months ended March 31, 2026 were led by Bentley Open Applications and Seequent applications, and to a lesser extent, Bentley Infrastructure Cloud.

Previous wording

Perpetual licenses. For the three and nine months ended September 30, 2025, perpetual licenses revenues were flat compared to the same periods in the prior year.

Current wording

Perpetual licenses. For the three months ended March 31, 2026, perpetual licenses revenues decreased $1,735 ($1,946 on a constant currency basis).

Previous wording

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

Current wording

APAC. For the three months ended March 31, 2026, revenues from APAC increased $7,744 ($6,174 on a constant currency basis) primarily due to expansion of our subscriptions revenues from existing accounts in India and Australia, as well as increases in our subscriptions revenues from new accounts, partially offset by a decline in perpetual licenses revenues.

Previous wording

Cost of Revenues and Operating Expenses

Current wording

Cost of Revenues and Operating Expense (Income)

Previous wording

Cost of subscriptions and licenses. For the three and nine months ended September 30, 2025, on a constant currency basis, cost of subscriptions and licenses expenses increased primarily due to an increase in headcount‑related costs of $3,637 and $10,558, respectively, mainly due to an increase in annual and other compensation costs. Additionally, during the three and nine months ended September 30, 2025, cost of subscriptions and licenses expenses further increased due to an increase in cloud-related costs of $2,980 and $7,435, respectively.

Current wording

Cost of subscriptions and licenses. For the three months ended March 31, 2026, on a constant currency basis, cost of subscriptions and licenses expenses increased primarily due to an increase in cloud-related costs of $5,683.

Previous wording

Cost of services. For the three and nine months ended September 30, 2025, on a constant currency basis, cost of services expenses decreased primarily due to a decrease in headcount‑related costs of $1,876 and $2,600, respectively, mainly due to a reduction in third‑party personnel costs. Additionally, during the three months ended September 30, 2025, headcount‑related costs decreased due to lower annual and other compensation costs.

Current wording

Cost of services. For the three months ended March 31, 2026, on a constant currency basis, cost of services expenses increased primarily due to an increase in headcount‑related costs of $668, mainly due to an increase in third‑party personnel costs, partially offset by decreases in headcount, and annual and other compensation costs.

Previous wording

Research and development. For the three and nine months ended September 30, 2025, on a constant currency basis, research and development expenses increased primarily due to increases in headcount‑related costs of $8,575 and $24,377, respectively, mainly due to increases in headcount, and annual and other compensation costs.

Current wording

Research and development. For the three months ended March 31, 2026, on a constant currency basis, research and development expenses increased primarily due to an increase in headcount‑related costs of $6,436, mainly due to increases in headcount, and annual and other compensation costs, and to a lesser extent, higher acquisition‑related retention incentives.

Previous wording

Selling and marketing. For the three and nine months ended September 30, 2025, on a constant currency basis, selling and marketing expenses increased primarily due to an increase in headcount‑related costs of $3,920 and $20,994, respectively, mainly due to increases in headcount, and annual and other compensation costs, and an increase in promotional costs of $1,371 and $3,980, respectively.

Current wording

Selling and marketing. For the three months ended March 31, 2026, on a constant currency basis, selling and marketing expenses increased primarily due to an increase in headcount‑related costs of $6,184, mainly due to increases in annual and other compensation costs, and an increase in promotional costs of $2,428.

Previous wording

General and administrative. For the three months ended September 30, 2025, on a constant currency basis, general and administrative expenses increased primarily due to an increase in headcount‑related costs of $2,530, mainly due to increases in headcount, and annual and other compensation costs, and higher expense associated with non-income related taxes of $1,377. Partially offsetting these increases were lower charitable contributions focusing on education and sustainability of $2,610, as contributions were made during the second quarter of 2025 compared to the third quarter of 2024.

Current wording

General and administrative. For the three months ended March 31, 2026, on a constant currency basis, general and administrative expenses increased primarily due to an increase in headcount‑related costs of $7,135, mainly due to increases in headcount, and annual and other compensation costs, and an increase in third-party personnel costs. Additionally, during the three months ended March 31, 2026, general and administrative expenses further increased due to lower capitalizable costs associated with our internal-use software implementation as compared to the same period in the prior year.

Previous wording

Deferred compensation plan. For the three and nine months ended September 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.

Current wording

Deferred compensation plan. For the three months ended March 31, 2026 and 2025, deferred compensation plan income was attributable to the marked to market impact on deferred compensation plan liability balances period over period.

Previous wording

For the three and nine months ended September 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.

Current wording

For the three months ended March 31, 2026, interest expense, net increased compared to the same period in the prior year, primarily due to higher weighted average debt outstanding and higher weighted average interest rates on borrowings following the January 2026 repayment of the 2026 Notes, which had a 0.125% coupon rate.

Previous wording

(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.

Current wording

(1)Foreign exchange (loss) 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.

Previous wording

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, we 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.

Current wording

For the three months ended March 31, 2026, the effective tax rate was higher compared to the same period in the prior year primarily due to the impact of the decrease in discrete tax benefits related to stock-based compensation, net of the impact from officer compensation limitation provisions, recognized in the current year period.

Previous wording

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 September 30, 2025 and 2024, respectively, with our E365 subscription offering representing 45% and 43% of total ARR as of September 30, 2025 and 2024, respectively.

Current wording

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 50% as of March 31, 2026 and 2025, respectively, with our E365 subscription offering representing 46% and 45% of total ARR as of March 31, 2026 and 2025, respectively.

Previous wording

The last twelve‑months recurring revenues for the periods ended September 30, 2025 compared to the last twelve‑months of the comparative twelve‑month period increased by $155,106. 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 September 30, 2025 and 2024, 92% and 91%, respectively, of our revenues were recurring revenues.

Current wording

The last twelve‑months recurring revenues for the periods ended March 31, 2026 compared to the last twelve‑months of the comparative twelve‑month period increased by $168,849. 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 March 31, 2026 and 2025, 93% and 92%, respectively, of our revenues were recurring revenues.

Previous wording

Given that recurring revenues represented 92% and 91% of our total revenues for the twelve months ended September 30, 2025 and 2024, respectively, this metric helps explain our revenue performance as primarily growth from existing accounts.

Current wording

Given that recurring revenues represented 93% and 92% of our total revenues for the twelve months ended March 31, 2026 and 2025, respectively, this metric helps explain our revenue performance as primarily growth from existing accounts.

Previous wording

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

Current wording

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

Previous wording

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.

Current wording

AOI less Operating 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.

Previous wording

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.

Current wording

AOI less Operating SBC is defined as operating income adjusted for the following: amortization of purchased intangibles, expense (income) relating to deferred compensation plan liabilities, acquisition expenses (inclusive of cash‑ and equity‑settled retention incentives provided to key employees of acquired companies), and realignment expenses (income), for the respective periods.

Previous wording

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.

Current wording

AOI less Operating SBC is our primary performance measure, which excludes certain expenses and charges, including cash‑ and equity‑settled retention incentives provided to key employees of acquired companies, as we believe these may not be indicative of our core business operating results. We intentionally include operating stock‑based compensation expense (non‑cash stock‑based compensation expense less equity‑settled retention incentives provided to key employees of acquired companies) in this measure as we believe it better captures the economic costs of our business.

Previous wording

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.

Current wording

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 (inclusive of cash‑ and equity‑settled retention incentives provided to key employees of acquired companies), realignment expenses (income), and operating stock‑based compensation expense (non‑cash stock‑based compensation expense less equity‑settled retention incentives provided to key employees of acquired companies), for the respective periods.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

(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.

Current wording

(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 cash‑ and equity‑settled retention incentives provided to key employees 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.

Previous wording

For the nine months ended September 30, 2025, compared to the same period in the prior year, net cash provided by operating activities was higher by $43,216 due to an increase in net income of $34,433 and a net increase in non‑cash adjustments of $19,648, partially offset by a decrease in net cash flows from the change in operating assets and liabilities of $10,865. The decrease in net cash flows from the change in operating assets and liabilities period over period was primarily due to timing of payments on our accounts payable as well as lower period over period Cloud Services Subscription deposits. Offsetting these decreases was an increase in deferred revenues as well as timing of collections on our receivables.

Current wording

For the three months ended March 31, 2026, compared to the same period in the prior year, net cash provided by operating activities was lower by $26,007 due to a decrease in net cash flows from the change in operating assets and liabilities of $38,392, partially offset by a net increase in non‑cash adjustments of $8,374, and an increase in net income of $4,011. The decrease in net cash flows from the change in operating assets and liabilities period over period was primarily due to lower accounts payable, timing of collections on our receivables, and lower period over period Cloud Services Subscription deposits.

Previous wording

Net cash used in investing activities was lower by $121,906 for the nine months ended September 30, 2025, compared to the same period in the prior year, primarily due to lower acquisition related payments of $128,774.

Current wording

Net cash used in investing activities was higher by $2,507 for the three months ended March 31, 2026, compared to the same period in the prior year, due to higher purchases of property and equipment and investment in capitalized software.

Previous wording

Net cash used in financing activities was higher by $77,989 for the nine months ended September 30, 2025, compared to the same period in the prior year, primarily due to higher payments for shares acquired of $36,443, including shares repurchased under the Repurchase Program, higher net paydowns of the credit facilities of $20,988, and higher dividend payments of $9,771, primarily due to an increase in our quarterly dividend per share to $0.07 in 2025 from $0.06 in 2024. 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.

Current wording

Net cash used in financing activities was higher by $3,633 for the three months ended March 31, 2026 compared to the same period in the prior year. Net borrowings under the Credit Facility were higher by $678,727 for the three months ended March 31, 2026 compared to the same period in the prior year. We utilized a portion of these borrowings under the Credit Facility and available cash on hand to repay the $677,830 outstanding principal balance of the 2026 Notes upon maturity in January 2026. Further, payments for shares acquired, including shares repurchased under the Repurchase Program, were higher by $14,797 for the three months ended March 31, 2026 compared to the same period in the prior year. Additionally, under the Repurchase Program, we paid $9,797 in cash to repurchase $10,000 aggregate principal amount of outstanding 2026 Notes during the first quarter of 2025.

Previous wording

As of September 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.

Current wording

As of March 31, 2026, we had $756,439 available under the Credit Facility, and we were in compliance with all covenants under the Credit Facility 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 2027 Notes, could constitute a default that may cause all amounts outstanding to become due and immediately payable in full.

Previous wording

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.

Current wording

Our Board of Directors approved the Repurchase Program authorizing us to repurchase up to $500,000 of our Class B common stock and/or outstanding convertible senior notes through December 31, 2028. 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.

Previous wording

During the nine months ended September 30, 2025, we repurchased 1,457,454 shares for $65,029, and $10,000 aggregate principal amount of our outstanding 2026 Notes for $9,797 under the Repurchase Program. During the nine months ended September 30, 2024, we repurchased 912,737 shares for $45,769 under the Repurchase Program.

Current wording

During the three months ended March 31, 2026, we repurchased 1,037,848 shares for $40,021 under the Repurchase Program. During the three months ended March 31, 2025, we repurchased 673,898 shares for $30,014, and $10,000 aggregate principal amount of our outstanding 2026 Notes for $9,797 under the Repurchase Program.

Previous wording

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 and third quarters of 2025. During the nine months ended September 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.

Current wording

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 the 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. During the three months ended March 31, 2026, we allowed impacted awardees the option to receive net quantities of shares of our Class B common stock. During the three months ended March 31, 2025, 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.

Previous wording

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 nine months ended September 30, 2025 and $0.06 per share of common stock during the nine months ended September 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.

Current wording

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 three months ended March 31, 2026 and 2025. 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.