BENTLEY SYSTEMS INC

Note 1: Basis of Presentation and Significant Accounting Policies

The accompanying unaudited consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. The unaudited consolidated financial statements and accompanying notes have been prepared in U.S. dollars, and in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the SEC regarding interim financial reporting. Accordingly, they do not include all the information and notes required by GAAP for annual financial statements. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2025 Annual Report on Form 10‑K. In management’s opinion, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal, recurring and non-recurring adjustments) that were considered necessary for the fair statement of the Company’s financial position, results of operations, and cash flows as of the dates and for the periods indicated. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. Actual results could differ materially from those estimates. The December 31, 2025 consolidated balance sheet included herein is derived from the Company’s audited consolidated financial statements.

Reclassifications

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

Accounting Policies

Software Development Costs —Under its Accelerated Commercial Development Program (“ACDP”) (the Company’s structured approach to an in‑house business incubator function), the Company capitalizes certain development costs related to specified projects once technological feasibility is established. Total costs capitalized under the ACDP were $417 and $603 for the three months ended September 30, 2026 and 2025, respectively, and $1,490 and $1,409 for the nine months ended September 30, 2026 and 2025, respectively. Additionally, total ACDP related amortization was $478 and $3,829 for the three months ended September 30, 2026 and 2025, respectively, and $902 and $5,379 for the nine months ended September 30, 2026 and 2025, respectively, and is included in Cost of subscriptions and licenses in the consolidated statements of operations. As of September 30, 2026 and December 31, 2025, $10,673 and $10,270 of ACDP capitalized costs were recorded in Other assets in the consolidated balance sheets, respectively.

Internal-Use Software Implementation Costs —The Company has entered into cloud-based software hosting arrangements related to new internal‑use information technology systems, including a new enterprise‑wide administrative and business management platform, for which it incurs implementation costs.

Capitalized internal-use software implementation costs are included in the consolidated balance sheets as follows:

Note 2: Recent Accounting Pronouncements

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

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

In March 2024, the SEC adopted the final rule under SEC Release No. 33‑11275, The Enhancement and Standardization of Climate‑Related Disclosures for Investors. The final rule requires registrants to disclose certain climate‑related information in registration statements and annual reports. The final rule disclosure requirements would have begun phasing in prospectively for the Company’s fiscal year beginning January 1, 2025. In April 2024, the SEC issued an order staying the final rule pending completion of a judicial review of certain petitions challenging their validity. In March 2025, the SEC voted to end its defense of the final rule. In September 2025, judicial review was suspended awaiting SEC clarity on its position. In May 2026, the SEC issued a formal proposal to rescind the final rule in its entirety. The Company will continue to monitor the formal administrative outcomes of the SEC’s rescission proposal and evaluate the potential impact of the final rule, if any, on its consolidated financial statements disclosures.

Recently Adopted Accounting Guidance

In July 2025, the FASB issued ASU No. 2025‑05, Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025‑05”), which provides public entities with an optional practical expedient related to the estimation of expected credit losses for current accounts receivables and current contract assets arising from transactions accounted for under Revenue from Contracts with Customers (Topic 606). The Company adopted ASU 2025‑05 during the three months ended March 31, 2026 and elected the practical expedient, which permits the assumption that current conditions as of the balance sheet date do not change for the remaining life of the asset. The adoption of ASU 2025‑05 did not have a material impact on the Company’s consolidated financial statements.

Note 3: Revenue from Contracts with Customers

Disaggregation of Revenues

The Company’s revenues consist of the following:

(1)Enterprise subscriptions are primarily revenues attributable to Enterprise 365 (“E365”) subscriptions of $182,252 and $156,759 for the three months ended September 30, 2026 and 2025, respectively, and $520,121 and $453,829 for the nine months ended September 30, 2026 and 2025, respectively.

The Company recognizes perpetual licenses and the term license component of subscriptions as revenue when either the licenses are delivered or at the start of the subscription term. For the three months ended September 30, 2026 and 2025, the Company recognized $217,360 and $191,109 of license related revenues, respectively, of which $204,729 and $180,196, respectively, were attributable to the term license component of the Company’s subscription‑based commercial offerings recorded in Subscriptions in the consolidated statements of operations. For the nine months ended September 30, 2026 and 2025, the Company recognized $663,160 and $576,488 of license related revenues, respectively, of which $631,765 and $544,590, respectively, were attributable to the term license component of the Company’s subscription‑based commercial offerings recorded in Subscriptions in the consolidated statements of operations.

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

(1)Americas includes the U.S., Canada, and Latin America (including the Caribbean). Revenue attributable to the U.S. totaled $173,873 and $154,148 for the three months ended September 30, 2026 and 2025, respectively, and $513,802 and $462,535 for the nine months ended September 30, 2026 and 2025, respectively.

The Company derived 8% and 6% of its total revenues through channel partners for the three months ended September 30, 2026 and 2025, respectively, and 6% of its total revenues through channel partners for the nine months ended September 30, 2026 and 2025.

Unbilled Accounts Receivable

Unbilled accounts receivable represent amounts that are unbilled due to agreed-upon contractual terms in which billing occurs subsequent to revenue recognition, and are included in Accounts receivable in the consolidated balance sheets. As of September 30, 2026 and December 31, 2025, unbilled accounts receivable were $198,609 and $182,315, respectively.

Contract Balances

As of September 30, 2026 and December 31, 2025, the Company’s contract assets relate to performance obligations completed in advance of the right to invoice and are included in Prepaid and other current assets in the consolidated balance sheets. Contract assets werenot material as of September 30, 2026 or December 31, 2025.

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

For the nine months ended September 30, 2026, $236,469 of revenues that were included in the December 31, 2025 deferred revenues balance were recognized and $7,338 of deferred revenues were reclassified to Liabilities held for sale in the consolidated balance sheets. There were additional deferrals of $208,859 for the nine months ended September 30, 2026, which were primarily related to new billings. For the nine months ended September 30, 2025, $223,141 of revenues that were included in the December 31, 2024 deferred revenues balance were recognized. There were additional deferrals of $197,856 for the nine months ended September 30, 2025, which were primarily related to new billings.

As of September 30, 2026 and December 31, 2025, the Company deferred $19,603 and $19,822, respectively, related to portfolio balancing exchange rights which is included in Deferred revenues in the consolidated balance sheets.

Remaining Performance Obligations

The Company’s contracts with customers include amounts allocated to performance obligations that will be satisfied at a later date. As of September 30, 2026, amounts allocated to these remaining performance obligations are $257,121, of which the Company expects to recognize approximately 93% over the next 12 months with the remaining amount thereafter.

Note 4: Acquisitions and Divestitures

Acquisitions

The Company didnot complete any acquisitions during the nine months ended September 30, 2026 or 2025.

The operating results for any acquired business are included in the Company’s consolidated financial statements from the closing date of each respective acquisition and were not material, individually or in the aggregate, to the Company’s consolidated statements of operations. The following summarizes the fair values of the assets acquired and liabilities assumed, as well as the weighted average useful lives assigned to acquired intangible assets at the respective date of each acquisition:

The Company is in the process of finalizing the purchase accounting for an acquisition completed during the year ended December 31, 2025. The initial accounting for this business combination is not complete because the evaluation necessary to assess the fair values of certain net assets acquired is still in process. The provisional amounts are subject to revision until the evaluations are completed to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. The allocation of the purchase price may be modified from the date of the acquisition as more information is obtained about the fair values of assets acquired and liabilities assumed, however, such measurement period cannot exceed one year. The primary areas of preliminary purchase price allocation that are not yet finalized relate to tax assets and liabilities, and residual goodwill.

On October 29, 2026, the Company completed the acquisition of Eliis, a seismic interpretation software company. The acquisition is expected to complement the Company’s Seequent subsurface portfolio. The consideration consisted of 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. The Company is currently evaluating the accounting for the acquisition and its impact on the consolidated financial statements.

Divestitures

On October 13, 2026, the Company completed the divestiture of Cohesive—a business that provides IBM Maximo‑related implementation and consulting services and operated separately from the Company’s infrastructure engineering software offerings—by contributing it to Naviam, a leading IBM Maximo partner. In exchange, the Company received an equity interest in Naviam and warrants to acquire additional equity interests therein. The agreement also included customary price adjustments for Cohesive’s working capital, indebtedness, and cash on hand. At closing, the Company received net cash of $6,715 related to the purchase price adjustments.

As of September 30, 2026, the assets and liabilities of the Cohesive business were classified as held for sale in the consolidated balance sheets. Assets held for sale consisted of cash of $12,464, accounts receivable, net, of $20,038, goodwill of $24,862, and other assets of $4,688. Liabilities held for sale consisted of deferred revenues of $7,338 and other liabilities of $9,735. The disposal did not represent a strategic shift that had or would have a major effect on the Company’s operations or financial results, and therefore was not presented as discontinued operations. The fair value less costs to sell exceeded the carrying value of the assets and liabilities of the Cohesive business as of September 30, 2026. For the three and nine months ended September 30, 2026, Other income, net in the consolidated statements of operations included $5,430 of transaction costs related to the divestiture of Cohesive (see Note 20).

Note 5: Property and Equipment

Property and equipment, net consist of the following:

Depreciation expense was $3,813 and $3,871 for the three months ended September 30, 2026 and 2025, respectively, and $11,709 and $10,669 for the nine months ended September 30, 2026 and 2025, respectively.

Note 6: Goodwill and Other Intangible Assets

Goodwill

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

Other Intangible Assets

Details of intangible assets other than goodwill are as follows:

The aggregate amortization expense for purchased intangible assets with finite lives is included in the consolidated statements of operations as follows:

Note 7: Investments

Investments consist of the following:

During the nine months ended September 30, 2026, we recorded a step-up in fair value oftwo of the Company’s investees and, as a result, recognized remeasurement gains of $13,958, which were recorded in Other income, net in the consolidated statements of operations (see Note 20).

Note 8: Leases

The Company’s operating leases consist of office facilities, office equipment, and automobiles. As of September 30, 2026, the Company’s leases have remaining terms of less thanone year to 11 years, some of which include one or more options to renew, with renewal terms fromone year tofive years and some of which include options to terminate the leases from less thanone year tofive years.

The components of operating lease cost is included in the consolidated statements of operations as follows:

(1)Operating lease cost includes rent cost related to operating leases for office facilities of $2,994 and $3,422 for the three months ended September 30, 2026 and 2025, respectively, and $10,640 and $10,500 for the nine months ended September 30, 2026 and 2025, respectively.

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

The weighted average remaining lease term for operating leases was 5.9 years and 3.8 years as of September 30, 2026 and December 31, 2025, respectively. The weighted average discount rate was 5.9% and 5.4% as of September 30, 2026 and December 31, 2025, respectively.

Note 9: Accruals and Other Current Liabilities

Accruals and other current liabilities consist of the following:

Note 10: Long-Term Debt

Long‑term debt consists of the following:

The Company had $0 and $150 of letters of credit outstanding as of September 30, 2026 and December 31, 2025, respectively, under its second amended and restated credit agreement, entered into on October 18, 2024 with a syndicate of banks (the “Credit Facility”). As of September 30, 2026 and December 31, 2025, the Company had $1,259,747 and $1,299,850, respectively, available under the Credit Facility.

On April 23, 2026, the Company entered into a First Amendment and Incremental Facility Agreement to the Credit Facility with a syndicate of banks (the “First Amendment”), which provided for a new $550,000 senior secured term loan (the “Term Loan”). The maturity date of the Term Loan is October 18, 2029, subject to a “incremental term maturity date” on the date that is 91 days prior to the maturity date of the Company’s outstanding convertible debt, unless on such date the Company meets certain liquidity requirements. Voluntary prepayments under the Term Loan are permitted at any time without payment of any prepayment premiums. The Term Loan is subject to quarterly amortization equal to 1.25% of the initial aggregate principal amount of the Term Loan, on the last business day of each fiscal quarter of the Company commencing on June 30, 2027. Debt issuance costs related to the Term Loan werenot material. The Company used the Term Loan borrowings to repay portions of the revolving indebtedness outstanding under the Credit Facility.

The Term Loan borrowings under the Credit Facility, bear interest, at the Company’s option, at the Alternative Base Rate or Term Secured Overnight Financing Rate (“SOFR”) that reset every one, three, or six months. Under the Term SOFR elections, Term Loan borrowings bear an interest rate of the applicable Term SOFR rate, plus a spread ranging from 100 bps to 200 bps as determined by the Company’s net leverage ratio. Under the non‑Term SOFR elections, Term Loan borrowings bear a base interest rate of the highest of (i) the prime rate, (ii) the overnight bank funding effective rate plus 50 bps, or (iii) the daily simple SOFR rate plus 100 bps, plus a spread ranging from 0 bps to 100 bps as determined by the Company’s net leverage ratio.

The 2026 Notes matured on January 15, 2026. Upon maturity, the Company 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. The capped call options entered into in connection with the pricing of the 2026 Notes expired on January 15, 2026.

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

As of September 30, 2026 and December 31, 2025, the Company was in compliance with all debt covenants. Furthermore, none of the conditions to early convert had been met for the 2027 Notes as of September 30, 2026 and December 31, 2025. Unless converted, upon maturity in July 2027, the Company will be required to repay the outstanding principal amount on the 2027 Notes, which, as of September 30, 2026, was $575,000. As of September 30, 2026, the 2027 Notes were classified as long‑term in the consolidated balance sheets as the Company currently has the ability and intent to refinance them on a long‑term basis through available capacity under the Credit Facility.

Interest Expense, Net

Interest expense, net consists of the following:

The weighted average interest rate on borrowings under the Credit Facility were 5.11% and 6.19% for the three months ended September 30, 2026 and 2025, respectively, and 5.13% and 6.19% for the nine months ended September 30, 2026 and 2025, respectively.

Note 11: Executive Incentive Plans

Executive Bonus Plan

The incentive compensation, including cash payments, election to receive shares of fully vested Class B common stock, and deferred compensation to plan participants, recognized under the amended and restated Bentley Systems, Incorporated Bonus Pool Plan (the “Bonus Plan”) (net of all applicable holdbacks) was $2,875 and $2,289 for the three months ended September 30, 2026 and 2025, respectively, and $8,015 and $7,117 for the nine months ended September 30, 2026 and 2025, respectively.

Career Stock Program

The Company maintains an equity‑based incentive program to compensate a limited set of executives (the “Career Stock Program”) pursuant to which the Company may grant restricted stock units (“RSUs”) awards under the Bentley Systems, Incorporated 2020 Omnibus Incentive Plan (the “2020 Plan”). During the three months ended March 31, 2026, the Company granted 111,136 RSUs with a fair value of $4,422 under the Career Stock Program based on the achievement of the performance goals for the year ended December 31, 2025. During the three months ended March 31, 2025, the Company granted 28,913 RSUs with a fair value of $1,160 under the Career Stock Program based on the achievement of the performance goals for the year ended December 31, 2024. As of September 30, 2026, there was $4,677 of unrecognized compensation expense related to unvested RSUs under the Career Stock Program, which is expected to be recognized over a weighted average period of approximately 4.0 years.

Note 12: Retirement Plans

Deferred Compensation Plan

Under the Company’s amended and restated Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan (the “DCP”), certain officers and key employees may defer all or any part of their incentive compensation, and the Company may make discretionary awards on behalf of such participants. Elective participant deferrals and discretionary Company awards are received in the form of phantom shares of the Company’s Class B common stock, which are valued for accounting purposes in the same manner as actual shares of Class B common stock, and are recorded as stock‑based compensation expense in the consolidated statements of operations (see Note 15). The DCP has 50,000,000 shares of Class B common stock reserved for issuance. As of September 30, 2026, shares of Class B common stock available for future issuance under the DCP were 5,195,121.

For the three and nine months ended September 30, 2026 and 2025, there wereno DCP elective participant deferrals andno discretionary contributions made to the DCP. As of September 30, 2026 and December 31, 2025, phantom shares of the Company’s Class B common stock issuable by the DCP were 8,072,592 and 10,805,223, respectively.

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

Deferred compensation plan (income) expense was $(786) and $6,033 for the three months ended September 30, 2026 and 2025, respectively, and $9,801 and $12,371 for the nine months ended September 30, 2026 and 2025, respectively.

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

Note 13: Common Stock

BSY Stock Repurchase Program

The Company’s Board of Directors approved the Repurchase Program authorizing the Company to repurchase up to $500,000 of the Company’s Class B common stock and/or outstanding convertible senior notes through December 31, 2028. As of September 30, 2026, $346,558 was available under the Company’s Board of Directors authorization for future repurchases of Class B common stock and/or outstanding convertible senior notes under the Repurchase Program.

During the nine months ended September 30, 2026, the Company repurchased 4,064,293 shares for $135,081 under the Repurchase Program. During the nine months ended September 30, 2025, the Company repurchased 1,457,454 shares for $65,029, and $10,000 aggregate principal amount of the Company’s outstanding 2026 Notes for $9,797 (see Note 10) under the Repurchase Program.

Common Stock Conversions, Issuances, Sales, and Repurchases

During the nine months ended September 30, 2026,22,500 shares of Class A common stock were converted to Class B common stock.

During the nine months ended September 30, 2026, the Company issued 2,153,308 shares of Class B common stock to DCP participants in connection with distributions from the plan, net of 633,204 shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $22,798. During the nine months ended September 30, 2025, the Company issued 1,635,396 shares of Class B common stock to DCP participants in connection with distributions from the plan, net of 317,259 shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $13,558.

During the nine months ended September 30, 2026, the Company issued 89,922 shares of Class B common stock in connection with Bonus Plan incentive compensation, net of 69,912 shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $2,314. During the nine months ended September 30, 2025, the Company issued 66,837 shares of Class B common stock in connection with the Bonus Plan incentive compensation, net of 34,224 shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $1,686.

Dividends

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

Global Employee Stock Purchase Plan

During the nine months ended September 30, 2026, colleagues who elected to participate in the Bentley Systems, Incorporated Global Employee Stock Purchase Plan (the “ESPP”) purchased a total of 405,139 shares of Class B common stock, net of shares withheld, resulting in cash proceeds to the Company of $11,759. Of the total 415,907 shares purchased,10,768 shares were sold back to the Company to pay for applicable income tax withholdings of $360. During the nine months ended September 30, 2025, colleagues who elected to participate in the ESPP purchased a total of 280,767 shares of Class B common stock, net of shares withheld, resulting in cash proceeds to the Company of $11,534. Of the total 291,251 shares purchased,10,484 shares were sold back to the Company to pay for applicable income tax withholdings of $539. As of September 30, 2026 and December 31, 2025, $2,976 and $6,173 of ESPP withholdings via colleague payroll deduction were recorded in Accruals and other current liabilities in the consolidated balance sheets, respectively. As of September 30, 2026, shares of Class B common stock available for future issuance under the ESPP were 23,332,554.

Note 14: Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss consists of the following during the three months ended September 30, 2026 and 2025:

Accumulated other comprehensive loss consists of the following during the nine months ended September 30, 2026 and 2025:

Note 15: Stock-Based Compensation

Total stock‑based compensation expense consists of the following:

(1)As of September 30, 2026 and December 31, 2025, $2,412 and $1,814 remained in Accruals and other current liabilities in the consolidated balance sheets, respectively.

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

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

Bentley Systems, Incorporated 2020 Omnibus Incentive Plan

The Company’s 2020 Plan provides for the granting of stock, stock options, restricted stock, RSUs, and other stock‑based or performance‑based awards to certain directors, officers, colleagues, consultants, and advisors of the Company, and terminates in September 2030. The 2020 Plan provides that 25,000,000 shares of Class B common stock may be issued for equity awards. Equity awards that are expired, canceled, forfeited, or terminated for any reason will be available for future grant under the 2020 Plan. As of September 30, 2026, equity awards available for future grants under the 2020 Plan were 16,351,515.

Restricted Stock and RSUs

Under the 2020 Plan, the Company may grant both time‑based and performance‑based shares of restricted Class B common stock and RSUs to eligible colleagues. Time‑based awards generally vest ratably on each of the first four anniversaries of the grant date. Performance‑based awards vesting is determined by the achievement of certain business growth targets established by the Sustainability Committee of the Company’s Board of Directors. Performance targets are generally set for performance periods ofone year tothree years, which are subject to certain cliff vesting performance targets.

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

(1)Includes 51,683 RSUs which are expected to be settled in cash.

The weighted average grant date fair values of RSUs granted were $36.65 and $40.78 for the nine months ended September 30, 2026 and 2025, respectively.

During the nine months ended September 30, 2026 and 2025, RSUs were issued net of 206,388 and 277,595 shares, respectively, which were sold back to the Company to settle applicable income tax withholdings of $7,676 and $12,599, respectively.

As of September 30, 2026, there was $114,538 of unrecognized compensation expense related to unvested time‑based RSUs, which is expected to be recognized over a weighted average period of approximately 1.9 years. As of September 30, 2026, there was $12,460 of unrecognized compensation expense related to unvested performance‑based RSUs, which is expected to be recognized over a weighted average period of approximately 1.4 years.

Stock Grants

During the nine months ended September 30, 2026 and 2025, the Company granted 20,247 and 12,591 fully vested shares of Class B common stock, respectively, with a fair value of $675 and $600, respectively.

Note 16: Income Taxes

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

For the three 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, the Company 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.

Note 17: Fair Value of Financial Instruments

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

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

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

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

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

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

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

Long-Term Debt — The fair value of the Company’s borrowings under the Credit Facility approximated its carrying value based upon discounted cash flows at current market rates for instruments with similar remaining terms. The Company considers these valuation inputs to be Level 2 inputs in the fair value hierarchy. As of September 30, 2026 and December 31, 2025, the estimated fair value of the 2027 Notes was $556,888 and $543,059, respectively. The estimated fair value of the 2027 Notes is based on quoted market prices of the Company’s instrument in markets that are not active and are classified as Level 2 within the fair value hierarchy. Considerable judgment is necessary to interpret the market data and develop estimates of fair values. Accordingly, the estimates presented are not necessarily indicative of the amounts at which these instruments could be purchased, sold, or settled.

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

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

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

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

(3)Included in Deferred compensation plan liabilities, except for current liabilities of $4,652 and $4,294 as of September 30, 2026 and December 31, 2025, respectively, which are included in Accruals and other current liabilities in the consolidated balance sheets.

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

Note 18: Commitments and Contingencies

Purchase Commitments

In the normal course of business, the Company enters into various purchase commitments for goods and services. During the nine months ended September 30, 2026, the Company entered into approximately $204,000 of non‑cancelable future cash purchase commitments for services related to cloud provisioning of the Company’s software and for internal-use software costs. As of September 30, 2026, total non‑cancelable future cash purchase commitments were approximately $218,000 to be paid through 2029. The Company expects to fully consume its contractual commitments in the ordinary course of operations.

Litigation

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

Note 19: Segment and Geographic Information

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

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

The Company uses AOI less Operating SBC as its primary performance measure because management believes it better reflects the Company’s core operating results by excluding items that are not indicative of the ordinary operation of its business, including costs arising directly from acquisition activity and the costs of discrete realignment initiatives. Consistent with that objective, the Company refined the measure during 2026: beginning in the first quarter of 2026, the Company expanded its 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, the Company began adjusting for integration costs incurred to integrate acquired businesses into its operations. The Company continues to adjust for discrete realignment initiatives, and does not adjust for severance or organizational and workforce changes undertaken in the ordinary course of managing its 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.

Reconciliation of operating income to AOI less Operating SBC:

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

(1)Acquisition expenses. The Company incurs expenses for professional services rendered in connection with business combinations, which are recorded in general and administrative expenses in the Company’s GAAP consolidated statements of operations. Also included in the Company’s acquisition expenses are cash- and equity‑settled retention incentives provided to key employees of the acquired companies.

(2)Integration costs. Integration costs are incremental costs incurred to integrate and consolidate acquired businesses with the Company’s existing operations, including where it combines 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. The Company excludes these costs when evaluating its 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 the Company completes and integrates additional acquisitions.

(3)Realignment expenses (income). Realignment expenses (income) consist of the costs of discrete, significant realignment initiatives that the Company formally approves 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. The Company excludes these amounts when evaluating its continuing operational performance because such initiatives are distinct from the ordinary course of business. The Company does not adjust for severance or organizational and workforce changes undertaken in the ordinary course of managing its business, which remain reflected in the measure.

“Headcount‑related” costs are considered the Company’s significant expense category and primarily include salaries, benefits, bonuses, stock‑based compensation expense, employment taxes, travel, training, and realignment and optimization of the Company’s colleagues, and third‑party personnel expenses and related overhead. Certain of these amounts—cash- and equity‑settled retention incentives provided to key employees of acquired companies, integration costs, and the costs of discrete realignment initiatives—are excluded in deriving AOI less Operating SBC, as described in the reconciliation above. The CODM is regularly provided headcount‑related costs to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, to evaluate financial performance, and to align colleague resources and evaluate compensation to support the Company’s operational efficiency and maximize long‑term growth. Headcount‑related costs of $229,934 and $215,892 for the three months ended September 30, 2026 and 2025, respectively, and $695,021 and $624,582 for the nine months ended September 30, 2026 and 2025, respectively, are included in Cost of subscriptions and licenses, Cost of services, Research and development, Selling and marketing, and General and administrative in the consolidated statements of operations.

Under the Company’s Net income measure of profit or loss for segment reporting purposes, other segment items were $101,576 and $102,368 for the three months ended September 30, 2026 and 2025, respectively, and $297,533 and $266,488 for the nine months ended September 30, 2026 and 2025, respectively. These other segment items primarily include cloud‑related costs incurred for servicing the Company’s accounts using cloud provisioned offerings and the Company’s license administration platform, channel partner compensation for providing sales coverage to users, marketing costs, acquisition costs, depreciation expense, and amortization expense recorded in Cost of subscriptions and licenses, Cost of services, Research and development, Selling and marketing, and General and administrative in the consolidated statements of operations. Additionally, other segment items include Deferred compensation plan expense (income), Amortization of purchased intangibles, and non‑operating expense (income) amounts presented in the consolidated statements of operations.

Under the Company’s AOI less Operating SBC measure of profit or loss for segment reporting purposes, other segment items were $59,713 and $57,433 for the three months ended September 30, 2026 and 2025, respectively, and $180,410 and $154,558 for the nine months ended September 30, 2026 and 2025, respectively. These other segment items primarily include cloud‑related costs incurred for servicing the Company’s accounts using cloud provisioned offerings and the Company’s license administration platform, channel partner compensation for providing sales coverage to users, marketing costs, and depreciation expense recorded in Cost of subscriptions and licenses, Cost of services, Research and development, Selling and marketing, and General and administrative in the consolidated statements of operations. Within the reconciliation of AOI less Operating SBC, cash- and equity‑settled retention incentives provided to key employees of acquired companies included as a component of acquisition expenses totaling $3,596 and $3,365 for the three months ended September 30, 2026 and 2025, respectively, and $9,631 and $9,609 for the nine months ended September 30, 2026 and 2025, respectively, are excluded from the calculation of headcount‑related costs. Additionally, within the reconciliation of AOI less Operating SBC, integration costs of $1,800 for the nine months ended September 30, 2026 are excluded from the calculation of headcount‑related costs.

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

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

Note 20: Other Income, Net

Other income, net consists of the following:

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

(2)Other (expense) income, net for the nine months ended September 30, 2026 includes remeasurement gains on non‑marketable equity investments of $13,958 (see Note 7), partially offset by $5,430 of transaction costs related to the divestiture of Cohesive (see Note 4).

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

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

The Company may issue performance-based RSUs that meet the definition of participating securities, as the holders are entitled to non-forfeitable dividend rights upon the declaration of dividends on the Company’s common stock. As of September 30, 2026, no participating securities were outstanding and as of September 30, 2025,206,013 participating securities were outstanding.

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

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

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

RSUs of 828,833 for the three months ended September 30, 2026, and 1,698,313 and 185,090 for the nine months ended September 30, 2026 and 2025, respectively, were excluded from the calculation of diluted net income per share attributable to Bentley Systems stockholders because their effect would have been anti‑dilutive. There wereno anti-dilutive securities for the three months ended September 30, 2025.

The Company repaid the 2026 Notes at maturity on January 15, 2026, and no shares of the Company’s Class B common stock were issued upon settlement. Following the repayment, the 2026 Notes no longer represent potential common shares and were excluded from the dilutive effect of assumed conversion for periods after that date.