BENTLEY SYSTEMS INC
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
View on SEC.govAbout this filing
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.
Sep 30, 2026 · Filed Nov 5, 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 2026-06-30; filed 2026-08-06.
0001031308-26-000023
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001031308-26-000034
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 123 previous paragraphs and 128 current paragraphs.
81 unchanged; 38 reworded; 8 added; 4 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 20 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 (8)
Current report
On October 13, 2026, we completed the divestiture of Cohesive—a business that provides IBM Maximo‑related implementation and consulting services and operated separately from our infrastructure engineering software offerings—by contributing it to Naviam, a leading IBM Maximo partner. On a year‑to‑date basis, Cohesive represented approximately 3.5% of our total revenues and approximately 50% of our services revenues. Because our prior period results include Cohesive and our results following October 13, 2026 will not, we expect year‑over‑year services revenues and cost of services expenses to decline through 2027, with a favorable impact on gross margin. See Note 4 to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10‑Q.
Current report
For the nine months ended September 30, 2026, on a constant currency basis, cost of subscriptions and licenses expenses increased primarily due to an increase in cloud-related costs of $12,196, partially offset by lower amortization of capitalized costs under our ACDP of $4,090.
Current report
Operating Expense (Income)
Current report
Percentage changes that are considered not meaningful are denoted with NM.
Current report
Selling and marketing. For the three and nine months ended September 30, 2026, on a constant currency basis, selling and marketing expenses increased primarily due to higher headcount‑related costs of $4,013 and $17,378, respectively, mainly due to increases in headcount, and annual and other compensation costs, partially offset by a reduction in third‑party personnel costs. Headcount‑related costs for the three and nine months ended September 30, 2026 reflected the impact of equity award forfeitures following executive transitions during the third quarter of 2026. Additionally, for the nine months ended September 30, 2026, selling and marketing expenses increased due to higher promotional costs of $4,220.
Current report
Other Income, Net
Current report
Reconciliation of operating expense (income) to operating expense (income) in constant currency:
Current report
As of September 30, 2026, the 2027 Notes were classified as long‑term in the consolidated balance sheets as we currently have the ability and intent to refinance them on a long‑term basis through available capacity under the Credit Facility.
Removed paragraphs (4)
Previous report
Operating Expenses
Previous report
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 report
Other Income (Expense), Net
Previous report
Reconciliation of operating expenses to operating expenses in constant currency:
Reworded paragraphs (38)
Previous 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;
Current wording
•Total revenues were $421,507 for the three months ended September 30, 2026, up 12.2% or 12.7% on a constant currency basis(1) compared to the three months ended September 30, 2025. Total revenues were $1,256,415 for the nine months ended September 30, 2026, up 13.2% or 12.3% on a constant currency basis(1) compared to the nine months ended September 30, 2025;
Previous wording
•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 wording
•Subscriptions revenues were $386,819 for the three months ended September 30, 2026, up 12.4% or 12.9% on a constant currency basis(1) compared to the three months ended September 30, 2025. Subscriptions revenues were $1,157,938 for the nine months ended September 30, 2026, up 13.5% or 12.7% on a constant currency basis(1) compared to the nine months ended September 30, 2025;
Previous 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%;
Current wording
•Annualized recurring revenues (“ARR”)(2) was $1,582,791 as of September 30, 2026, compared to $1,405,236 as of September 30, 2025. Constant currency(1) ARR growth rate(2) was 13%;
Previous 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;
Current wording
•Last twelve-months recurring revenues dollar-based net retention rate(2) was 110% as of September 30, 2026, compared to 109% as of September 30, 2025;
Previous wording
•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 wording
•Operating income was $122,623 for the three months ended September 30, 2026, compared to $84,497 for the three months ended September 30, 2025. Operating income was $337,491 for the nine months ended September 30, 2026, compared to $284,111 for the nine months ended September 30, 2025;
Previous wording
•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 wording
•AOI less Operating SBC(1) was $135,456 for the three months ended September 30, 2026, compared to $105,589 for the three months ended September 30, 2025. AOI less Operating SBC(1) was $392,415 for the nine months ended September 30, 2026, compared to $340,666 for the nine months ended September 30, 2025; and
Previous 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.
Current wording
•Cash flows from operating activities were $374,355 for the nine months ended September 30, 2026, compared to $396,876 for the nine months ended September 30, 2025.
Previous 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.
Current wording
The increase in total revenues for the three and nine months ended September 30, 2026 was primarily driven by an increase in subscriptions revenues, and to a lesser extent, an increase in services revenues. Additionally, for the three months ended September 30, 2026, total revenues further increased due to an increase 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 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.
Current wording
Subscriptions. For the three and nine months ended September 30, 2026, subscriptions revenues increased $42,526 ($44,066 on a constant currency basis) and $137,875 ($129,182 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 nine months ended September 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 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.
Current wording
Perpetual licenses. For the three months ended September 30, 2026, perpetual licenses revenues increased $1,718 ($1,751 on a constant currency basis). For the nine months ended September 30, 2026, perpetual licenses revenues decreased $503 ($805 on a constant currency basis).
Previous 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.
Current wording
Services. For the three and nine months ended September 30, 2026, services revenues increased $1,714 ($1,792 on a constant currency basis) and $8,846 ($8,059 on a constant currency basis), respectively, primarily due to strength in Maximo‑related work within Cohesive.
Previous 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.
Current wording
Americas. For the three and nine months ended September 30, 2026, revenues from the Americas increased $21,751 ($21,744 on a constant currency basis) and $73,718 ($71,481 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 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.
Current wording
EMEA. For the three and nine months ended September 30, 2026, revenues from EMEA increased $13,902 ($15,103 on a constant currency basis) and $50,506 ($43,830 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, and to a lesser extent, increases in our subscriptions revenues from new accounts as well as an increase in services revenues.
Previous 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.
Current wording
APAC. For the three months ended September 30, 2026, revenues from APAC increased $10,305 ($10,762 on a constant currency basis) primarily due to expansion of our subscriptions revenues from existing accounts in Australia and India, and to a lesser extent, increases in our subscriptions revenues from new accounts as well as an increase in perpetual licenses revenues, partially offset by a decline in services 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 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.
Current wording
Cost of subscriptions and licenses. For the three months ended September 30, 2026, on a constant currency basis, cost of subscriptions and licenses expenses decreased primarily due to lower amortization of capitalized costs under our ACDP of $2,959, partially offset by an increase in cloud-related costs of $2,307.
Previous 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.
Current wording
Cost of services. For the three and nine months ended September 30, 2026, on a constant currency basis, cost of services expenses increased primarily due to higher headcount‑related costs of $1,789 and $1,174, respectively, 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 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.
Current wording
Research and development. For the three and nine months ended September 30, 2026, on a constant currency basis, research and development expenses increased primarily due to higher headcount‑related costs of $3,650 and $15,383, respectively, mainly due to increases in annual and other compensation costs. The increase in research and development expenses was partially offset by higher research and development tax credits and incentives compared to the same periods in the prior year and one‑time executive relocation costs recognized during the third quarter of 2025, which did not occur in the current-year periods.
Previous wording
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 wording
General and administrative. For the three and nine months ended September 30, 2026, on a constant currency basis, general and administrative expenses increased primarily due to higher headcount‑related costs of $6,353 and $22,880, 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, to support our growth and position the Company for future operating leverage. The increase in general and administrative expenses was partially offset by $2,356 of transaction costs related to the divestiture of Cohesive that were reclassified from general and administrative expenses to other income, net. The comparison also reflects a prior-year period in which general and administrative expenses for the nine months ended September 30, 2025 had decreased on a constant currency basis when compared to the same period in 2024.
Previous wording
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 wording
In addition, for the three and nine months ended September 30, 2026, we recognized approximately $1,407 and $1,557, respectively, of non‑recurring third‑party costs associated with other corporate initiatives, which did not occur in the prior-year period.
Previous 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.
Current wording
Deferred compensation plan. For the three and nine months ended September 30, 2026 and 2025, deferred compensation plan (income) 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 and six months ended June 30, 2026, amortization of purchased intangibles was flat compared to the same periods in the prior year.
Current wording
Amortization of purchased intangibles. For the three and nine months ended September 30, 2026, amortization of purchased intangibles was flat compared to the same periods in the prior year.
Previous 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.
Current wording
For the three and nine months ended September 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
(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.
Current 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.
Previous wording
(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 wording
(2)Other (expense) income, net for the nine months ended September 30, 2026 includes remeasurement gains on non‑marketable equity investments of $13,958, partially offset by $5,430 of transaction costs related to the divestiture of Cohesive.
Previous 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.
Current wording
For the three and nine months ended September 30, 2026, the effective tax rate was lower compared to the same period in the prior year primarily due to the impact of the increase in discrete tax benefits in the current year periods. For the three months ended September 30, 2026 and 2025, we recorded discrete tax benefits (expenses) of $1,672 and $(6,455), respectively, and $11,561, and $6,732 for the nine months ended September 30, 2026 and 2025, respectively, related to stock‑based compensation, net of the impact from officer compensation limitation provisions. For the three months ended September 30, 2025, discrete tax expenses were primarily associated with the limitation of discrete stock‑based compensation deductions on U.S. international tax provisions.
Previous wording
ARR is a key business metric that we believe is useful in evaluating the scale and growth of our business as well as to assist in the evaluation of underlying trends in our business. Furthermore, we believe ARR, considered in connection with our last twelve‑month recurring revenues dollar‑based net retention rate, is a leading indicator of revenue growth.
Current wording
ARR is a key business metric that we believe is useful in evaluating the scale and growth of our business as well as to assist in the evaluation of underlying trends in our business. Furthermore, we believe ARR, considered in connection with our last twelve‑months recurring revenues dollar‑based net retention rate, is a leading indicator of revenue growth.
Previous wording
Last twelve‑month recurring revenues is a key business metric that we believe is useful in evaluating our ability to consistently retain and grow our recurring revenues. We believe that we will continue to experience favorable growth in recurring revenues primarily due to our strong account retention and recurring revenues dollar‑based net retention rates, as well as the addition of new accounts with recurring revenues.
Current wording
Last twelve‑months recurring revenues is a key business metric that we believe is useful in evaluating our ability to consistently retain and grow our recurring revenues. We believe that we will continue to experience favorable growth in recurring revenues primarily due to our strong account retention and recurring revenues dollar‑based net retention rates, as well as the addition of new accounts with recurring revenues.
Previous wording
Last twelve‑months recurring revenues is calculated as recurring revenues recognized over the preceding twelve‑month period.
Current wording
Last twelve‑months recurring revenues is calculated as recurring revenues recognized over the trailing twelve‑month period.
Previous 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.
Current wording
The last twelve‑months recurring revenues for the periods ended September 30, 2026 compared to the last twelve‑months of the comparative twelve‑month period increased by $178,118. 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, 2026 and 2025, 93% and 92%, respectively, of our revenues were recurring revenues.
Previous wording
Our primary source of operating cash is from the sale of our subscriptions, perpetual licenses, and services. Our primary use of cash is payment of our operating costs, which consist mainly of headcount‑related costs. In addition to operating expenses, we also use cash to service our debt obligations, to pay quarterly dividends, to repurchase our Class B common stock and convertible debt, and for capital expenditures in support of our operations. We also use cash to fund our acquisitions of software assets and businesses, and other investment activities.
Current wording
Our primary source of operating cash is from the sale of our subscriptions, perpetual licenses, and services. Our primary use of cash is payment of our operating costs, which consist mainly of headcount‑related costs. In addition to operating expenses, we also use cash to service our debt obligations, to pay quarterly dividends, to repurchase our Class B common stock and convertible debt, and for capital expenditures in support of our operations. We also use cash to fund our acquisitions of software assets and businesses, and other investment activities. On October 29, 2026, we completed the acquisition of Eliis for approximately €133,000 in cash, net of cash acquired and subject to customary adjustments, including for working capital, plus 437,545 shares of the Company’s Class B common stock.
Previous 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.
Current wording
For the nine months ended September 30, 2026, compared to the same period in the prior year, net cash provided by operating activities was lower by $22,521 due to a decrease in net cash flows from the change in operating assets and liabilities of $46,698 and a net decrease in non‑cash adjustments of $20,557, partially offset by an increase in net income of $44,734. 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 and lower period over period Cloud Services Subscription deposits, partially offset by higher period over period accruals and other current liabilities.
Previous 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.
Current wording
Net cash used in investing activities was higher by $7,853 for the nine months ended September 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 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.
Current wording
Net cash used in financing activities was higher by $17,808 for the nine months ended September 30, 2026 compared to the same period in the prior year. Net borrowings under the Credit Facility increased $725,568 for the nine months ended September 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 $74,818 for the nine months ended September 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
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.
Current wording
As of September 30, 2026, we had $1,259,747 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 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.
Current wording
During the nine months ended September 30, 2026, we repurchased 4,064,293 shares for $135,081 under the Repurchase Program. 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.
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 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.
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 nine months ended September 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 and third quarters 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 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.
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 nine months ended September 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.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
For the nine months ended September 30, 2026, revenues from APAC increased $21,994 ($21,125 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 services revenues.