BENTLEY SYSTEMS INC
For the period ended Jun 30, 2026. Filed Aug 6, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 6, 2026
BSY$44.65-0.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001031308-26-000017
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001031308-26-000023
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 120 previous paragraphs and 123 current paragraphs.
76 unchanged; 34 reworded; 13 added; 10 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 16 previous and 20 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (13)
Current report
•Subscriptions revenues were $378,635 for the three months ended June 30, 2026, up 13.6% or 13.0% on a constant currency basis(1) compared to the three months ended June 30, 2025. Subscriptions revenues were $771,119 for the six months ended June 30, 2026, up 14.1% or 12.6% on a constant currency basis(1) compared to the six months ended June 30, 2025;
Current report
•Operating income was $88,608 for the three months ended June 30, 2026, compared to $84,430 for the three months ended June 30, 2025. Operating income was $214,868 for the six months ended June 30, 2026, compared to $199,614 for the six months ended June 30, 2025;
Current report
•AOI less Operating SBC(1) was $116,036 for the three months ended June 30, 2026, compared to $106,769 for the three months ended June 30, 2025. AOI less Operating SBC(1) was $256,959 for the six months ended June 30, 2026, compared to $235,077 for the six months ended June 30, 2025; and
Current report
Operating Expenses
Current report
General and administrative. For the three and six months ended June 30, 2026, on a constant currency basis, general and administrative expenses increased primarily due to higher headcount‑related costs of $9,392 and $16,527, respectively. This increase reflected annual compensation increases, higher bonuses, stock‑based compensation expense, and associated employment taxes, as well as strategic headcount expansion across our corporate functions, as we continue to scale the business. The comparison also reflects a prior-year period in which general and administrative expenses had decreased on a constant currency basis when compared to the same periods in 2024.
Current report
Additionally, general and administrative expenses increased in connection with our new enterprise-wide administrative and business management platform, which went live during the second quarter of 2026. This increase reflected higher software subscription costs, as well as certain non‑recurring costs, including incremental audit and internal-control implementation costs and higher travel costs associated with system testing and go-live activities. General and administrative expenses were also affected by lower capitalization of internal-use software implementation costs as compared to the prior-year period, during which a greater portion of these costs was deferred. We expect the higher software subscription costs and reduced capitalization associated with the platforms to continue to affect general and administrative expenses.
Current report
In addition, for the three and six months ended June 30, 2026, we recognized approximately $2,200 of non‑recurring third‑party costs associated with other corporate initiatives, which did not occur in the prior-year period.
Current report
Other Income (Expense), Net
Current report
(2)Other income (expense), net for the three and six months ended June 30, 2026 includes remeasurement gains on non‑marketable equity investments of $13,958.
Current report
We use AOI less Operating SBC as our primary performance measure because we believe it better reflects our core operating results by excluding items that are not indicative of the ordinary operation of our business, including costs arising directly from our acquisition activity and the costs of discrete realignment initiatives. Consistent with that objective, we refined the measure during 2026: beginning in the first quarter of 2026, we expanded our acquisition expenses adjustment to include cash- and equity‑settled retention incentives provided to key employees of acquired companies, and renamed the measure from “AOI less SBC” to “AOI less Operating SBC”; and beginning in the second quarter of 2026, applying the same principle, we began adjusting for integration costs incurred to integrate acquired businesses into our operations. We continue to adjust for discrete realignment initiatives, and we do not adjust for severance or organizational and workforce changes undertaken in the ordinary course of managing our business, which remain reflected in AOI less Operating SBC. Prior period amounts have been revised to conform to the current definition; no integration costs were incurred in periods prior to the second quarter of 2026.
Current report
(4)Integration costs. Integration costs are incremental costs incurred to integrate and consolidate acquired businesses with our existing operations, including where we combine an acquired business with an existing business and consolidate overlapping teams, products, and systems. These costs consist primarily of employee severance and related personnel costs arising from such consolidation, and also include contract termination costs and costs to combine or migrate systems, platforms, and processes, and, to a lesser extent, charges to exit or consolidate facilities or other assets, in each case incurred as a direct result of an acquisition. We exclude these costs when evaluating our continuing operational performance because they result from acquisition activity rather than the ordinary course of business. Integration costs do not include costs of discrete realignment initiatives that are not undertaken in connection with an acquisition, which are reported as realignment expenses (income). Integration costs may recur to the extent we complete and integrate additional acquisitions.
Current report
(5)Realignment expenses (income). Realignment expenses (income) consist of the costs of discrete, significant realignment initiatives that we formally approve and that have a defined scope of actions and completion timeline—such as a broad reorganization or workforce-reduction program—including employee severance and related personnel costs and associated facility or asset costs. Such initiatives arise from time to time, and the related costs may recur in future periods. We exclude these amounts when evaluating our continuing operational performance because such initiatives are distinct from the ordinary course of business. We do not adjust for severance or organizational and workforce changes undertaken in the ordinary course of managing our business, which remain reflected in the measure.
Current report
Reconciliation of operating expenses to operating expenses in constant currency:
Removed paragraphs (10)
Previous report
•Total revenues were $424,181 for the three months ended March 31, 2026, up 14.5% or 11.9% on a constant currency basis(1) compared to the three months ended March 31, 2025;
Previous report
•Operating income was $126,260 for the three months ended March 31, 2026, compared to $115,184 for the three months ended March 31, 2025;
Previous report
•AOI less Operating SBC(1) was $140,923 for the three months ended March 31, 2026, compared to $128,308 for the three months ended March 31, 2025; and
Previous report
Operating Expense (Income)
Previous report
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 report
Starting in 2026, we expect general and administrative expenses to include amortization of internal-use software implementation costs, which represents amortization of deferred costs primarily related to the implementation of our new enterprise-wide administrative and business management platforms which are planned to complete going live in 2026.
Previous report
Other Income, Net
Previous report
During the first quarter of 2026, we changed our primary performance measure to AOI less Operating SBC from AOI less SBC, as management believes AOI less Operating SBC better captures the Company’s core business operating results. The nature of the change to AOI less Operating SBC reflects the inclusion of equity‑settled retention incentives provided to key employees of acquired companies within the adjustment for acquisition expenses, whereas such expenses were not previously included in the AOI less SBC acquisition expenses adjustment. Prior period amounts have been revised to conform to the current period presentation using the updated AOI less Operating SBC definition.
Previous report
Reconciliation of operating expense (income) to operating expense (income) in constant currency:
Previous report
On April 23, 2026, we entered into a First Amendment, which amends the Credit Facility to provide for a new $550,000 Term Loan. As a result, the total borrowing capacity under the Credit Facility increased to $1,850,000. We used the Term Loan borrowings to repay portions of revolving indebtedness outstanding under the Credit Facility.
Reworded paragraphs (34)
Previous wording
•Subscriptions revenues were $392,484 for the three months ended March 31, 2026, up 14.7% or 12.2% on a constant currency basis(1) compared to the three months ended March 31, 2025;
Current wording
•Total revenues were $410,727 for the three months ended June 30, 2026, up 12.8% or 12.2% on a constant currency basis(1) compared to the three months ended June 30, 2025. Total revenues were $834,908 for the six months ended June 30, 2026, up 13.6% or 12.1% on a constant currency basis(1) compared to the six months ended June 30, 2025;
Previous 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%;
Current wording
•Annualized recurring revenues (“ARR”)(2) was $1,535,988 as of June 30, 2026, compared to $1,379,161 as of June 30, 2025. Constant currency(1) ARR growth rate(2) was 12%;
Previous 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;
Current wording
•Last twelve-month recurring revenues dollar-based net retention rate(2) was 109% as of June 30, 2026, consistent with the same period in the prior year;
Previous wording
•Cash flows from operating activities were $193,408 for the three months ended March 31, 2026, compared to $219,415 for the three months ended March 31, 2025.
Current wording
•Cash flows from operating activities were $264,921 for the six months ended June 30, 2026, compared to $280,500 for the six months ended June 30, 2025.
Previous 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.
Current wording
The increase in total revenues for the three and six months ended June 30, 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
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.
Current wording
Subscriptions. For the three and six months ended June 30, 2026, subscriptions revenues increased $45,183 ($43,382 on a constant currency basis) and $95,349 ($85,116 on a constant currency basis), respectively, 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 and six months ended June 30, 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 months ended March 31, 2026, perpetual licenses revenues decreased $1,735 ($1,946 on a constant currency basis).
Current wording
Perpetual licenses. For the three and six months ended June 30, 2026, perpetual licenses revenues decreased $486 ($610 on a constant currency basis) and $2,221 ($2,556 on a constant currency basis), respectively.
Previous wording
Services. For the three months ended March 31, 2026, services revenues increased $5,208 ($4,496 on a constant currency basis) primarily due to strength in Maximo-related work within our digital integrator.
Current wording
Services. For the three and six months ended June 30, 2026, services revenues increased $1,924 ($1,771 on a constant currency basis) and $7,132 ($6,267 on a constant currency basis), respectively, primarily due to strength in Maximo‑related work within our digital integrator.
Previous wording
Americas. For the three months ended March 31, 2026, revenues from the Americas increased $26,659 ($25,323 on a constant currency basis) primarily due to expansion of our subscriptions revenues from existing accounts in the U.S., increases in our subscription revenues from new accounts, as well as an increase in services revenues.
Current wording
Americas. For the three and six months ended June 30, 2026, revenues from the Americas increased $25,308 ($24,414 on a constant currency basis) and $51,967 ($49,737 on a constant currency basis), respectively, primarily due to expansion of our subscriptions revenues from existing accounts in the U.S. and Canada, as well as increases in our subscription revenues from new accounts.
Previous wording
EMEA. For the three months ended March 31, 2026, revenues from EMEA increased $19,236 ($12,787 on a constant currency basis) primarily due to expansion of our subscriptions revenues from existing accounts, and to a lesser extent, increases in our subscriptions revenues from new accounts, and an increase in services revenues.
Current wording
EMEA. For the three and six months ended June 30, 2026, revenues from EMEA increased $17,368 ($15,940 on a constant currency basis) and $36,604 ($28,727 on a constant currency basis), respectively, primarily due to expansion of our subscriptions revenues from existing accounts in the United Kingdom, the Middle East, and Africa, as well as increases in our subscriptions revenues from new accounts, and to a lesser extent, an increase in services revenues.
Previous 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.
Current wording
APAC. For the three and six months ended June 30, 2026, revenues from APAC increased $3,945 ($4,189 on a constant currency basis) and $11,689 ($10,363 on a constant currency basis), respectively, 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 and services revenues.
Previous wording
Cost of Revenues and Operating Expense (Income)
Current wording
Cost of Revenues and Operating Expenses
Previous 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.
Current wording
Cost of subscriptions and licenses. For the three and six months ended June 30, 2026, on a constant currency basis, cost of subscriptions and licenses expenses increased primarily due to an increase in cloud-related costs of $4,206 and $9,889, respectively.
Previous 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.
Current wording
Cost of services. For the three and six months ended June 30, 2026, on a constant currency basis, cost of services expenses decreased primarily due to a decrease in headcount‑related costs of $1,283 and $615, respectively, mainly due to decreases in headcount, and annual and other compensation costs, partially offset by an increase in third‑party personnel costs.
Previous 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.
Current wording
Research and development. For the three and six months ended June 30, 2026, on a constant currency basis, research and development expenses increased primarily due to an increase in headcount‑related costs of $5,297 and $11,733, respectively, mainly due to increases in annual and other compensation costs.
Previous 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.
Current wording
Selling and marketing. For the three and six months ended June 30, 2026, on a constant currency basis, selling and marketing expenses increased primarily due to an increase in headcount‑related costs of $7,181 and $13,365, respectively, mainly due to increases in annual and other compensation costs, and an increase in promotional costs of $1,560 and $3,988, respectively.
Previous 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.
Current wording
Deferred compensation plan. For the three and six months ended June 30, 2026 and 2025, deferred compensation plan expense was attributable to the marked to market impact on deferred compensation plan liability balances period over period.
Previous wording
Amortization of purchased intangibles. For the three months ended March 31, 2026, amortization of purchased intangibles was flat compared to the same period in the prior year.
Current wording
Amortization of purchased intangibles. For the three and six months ended June 30, 2026, amortization of purchased intangibles was flat compared to the same periods in the prior year.
Previous 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.
Current wording
For the three and six months ended June 30, 2026, interest expense, net increased compared to the same period in the prior year, primarily due to 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
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.
Current wording
For the three and six months ended June 30, 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 periods.
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 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.
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% as of June 30, 2026 and 2025, with our E365 subscription offering representing 46% and 45% of total ARR as of June 30, 2026 and 2025, respectively.
Previous 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.
Current wording
The last twelve‑months recurring revenues for the periods ended June 30, 2026 compared to the last twelve‑months of the comparative twelve‑month period increased by $176,982. 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, 2026 and 2025, 93% and 92%, respectively, of our revenues were recurring revenues.
Previous 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.
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), integration costs, and realignment expenses (income), for the respective periods.
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 (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.
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), integration costs, 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
(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.
Current wording
(3)Acquisition expenses. We incur expenses for professional services rendered in connection with business combinations, which are recorded in general and administrative expenses in our GAAP consolidated statements of operations. 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
(4)Operating stock‑based compensation expense. We define “operating” stock‑based compensation expense as non‑cash stock‑based compensation expense less equity‑settled retention incentives provided to key employees of acquired companies.
Current wording
(6)Operating stock‑based compensation expense. We define “operating” stock‑based compensation expense as non‑cash stock‑based compensation expense less equity‑settled retention incentives provided to key employees of acquired companies.
Previous 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.
Current wording
For the six months ended June 30, 2026, compared to the same period in the prior year, net cash provided by operating activities was lower by $15,579 due to a decrease in net cash flows from the change in operating assets and liabilities of $35,140, partially offset by an increase in net income of $12,026 and a net increase in non‑cash adjustments of $7,535. The decrease in net cash flows from the change in operating assets and liabilities period over period was primarily due to timing of collections on our receivables, overall timing of payments for income taxes, and lower accounts payable. Partially offsetting these decreases were higher period over period accruals and other current liabilities, and Cloud Services Subscription deposits.
Previous 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.
Current wording
Net cash used in investing activities was higher by $6,131 for the six months ended June 30, 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 $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.
Current wording
Net cash used in financing activities was lower by $32,570 for the six months ended June 30, 2026 compared to the same period in the prior year. Net borrowings under the Credit Facility increased $781,221 for the six months ended June 30, 2026 compared to the same period in the prior year due to proceeds from our new $550,000 Term Loan and higher net revolving borrowings. During the first quarter of 2026, we utilized revolving borrowings and available cash on hand to repay the $677,830 outstanding principal balance of the 2026 Notes upon maturity in January 2026. Subsequently, during the second quarter of 2026, proceeds from the Term Loan were used to repay a portion of those revolving borrowings. Further, payments for shares acquired, including shares repurchased under the Repurchase Program, were higher by $79,938 for the six months ended June 30, 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
The 2026 Notes matured on January 15, 2026. Upon maturity, we repaid $678,254, which consisted of the remaining outstanding principal balance and accrued interest on the 2026 Notes using borrowings under the Credit Facility and available cash on hand.
Current wording
The 2026 Notes matured on January 15, 2026. Upon maturity, we repaid $678,254, which consisted of the remaining outstanding principal balance and accrued interest on the 2026 Notes using borrowings under the Credit Facility and available cash on hand. Subsequently, on April 23, 2026, we entered into a First Amendment to our Credit Facility, which provided for a new $550,000 Term Loan and used those borrowings to repay portions of the revolving indebtedness outstanding under the Credit Facility.
Previous 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.
Current wording
As of June 30, 2026, we had $1,203,944 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
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.
Current wording
During the six months ended June 30, 2026, we repurchased 3,747,742 shares for $125,075 under the Repurchase Program. 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.
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 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.
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 six months ended June 30, 2026, we allowed impacted awardees the option to receive net quantities of shares of our Class B common stock. 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. 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 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.
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 six months ended June 30, 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.