Filed 2026-02-26 · Period ending 2025-12-31 · 61,417 words · SEC EDGAR
# BENTLEY SYSTEMS INC (BSY) — 10-K **Filed:** 2026-02-26 **Period ending:** 2025-12-31 **Accession:** 0001031308-26-000007 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1031308/000103130826000007/) **Origin leaf:** a088139456006b4589cf4e7572652bf21bf9883f94934f19e886e98ec328be75 **Words:** 61,417 --- | | | | UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549______________________________________________________________________FORM 10-K______________________________________________________________________ | | | (Mark One) | | | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | | For the fiscal year ended December31, 2025 | | | OR | | | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | | For the transition period fromto | | Commission File Number: 001-39548 ______________________________________________________________________ BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) ______________________________________________________________________ | | | Delaware | 95-3936623 | | | (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | | | | | 685 Stockton Drive | | | Exton, Pennsylvania | 19341 | | | (Address of principal executive offices) | (Zip Code) | | Registrants telephone number, including area code: (610) 458-5000 ______________________________________________________________________ Securities registered pursuant to Section 12(b) of the Act: | | | Title of each class | Trading Symbol | Name of each exchange on which registered | | | Class B Common Stock, $0.01 Par Value | BSY | The Nasdaq Stock Market LLC | | Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act. YesNo Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationST (232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a nonaccelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule12b2 of the Exchange Act. | | | Large accelerated filer | Accelerated filer | | | Non-accelerated filer | Smaller reporting company | | | Emerging growth company | | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section404(b) of the SarbanesOxley Act (15U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule12b2 of the Exchange Act). YesNo The aggregate market value of the voting stock held by non-affiliates of the registrant as of June30, 2025, the last business day of the registrants most recently completed second fiscal quarter, was $7.6billion based on the closing price reported on the Nasdaq Stock MarketLLC on that date. As of February19, 2026, the registrant had 11,537,627shares of ClassA and 291,357,191shares of ClassB common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the proxy statement for registrants 2026 Annual Meeting of Stockholders (the 2026 Proxy Statement) are incorporated by reference in PartIII of this Form10K to the extent stated herein. The 2026 Proxy Statement will be filed within 120days of the registrants fiscal year ended December31, 2025. | | | | BENTLEY SYSTEMS, INCORPORATEDFORM 10-KTABLE OF CONTENTS | | | Page | | | PART I | | | Item 1. | Business | 4 | | | Item 1A. | Risk Factors | 16 | | | Item 1B. | Unresolved Staff Comments | 30 | | | Item 1C. | Cybersecurity | 30 | | | Item 2. | Properties | 31 | | | Item 3. | Legal Proceedings | 31 | | | Item 4. | Mine Safety Disclosures | 31 | | | PART II | | | | | Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 32 | | | Item 6. | [Reserved] | 33 | | | | | Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 34 | | | Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 53 | | | Item 8. | Financial Statements and Supplementary Data | 54 | | | | | Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 54 | | | Item 9A. | Controls and Procedures | 54 | | | Item 9B. | Other Information | 55 | | | Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 55 | | | PART III | | | Item 10. | Directors, Executive Officers and Corporate Governance | 56 | | | Item 11. | Executive Compensation | 57 | | | | | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 57 | | | Item 13. | Certain Relationships and Related Transactions, and Director Independence | 57 | | | Item 14. | Principal Accountant Fees and Services | 57 | | | PART IV | | | Item 15. | Exhibits and Financial Statement Schedules | 58 | | | Item 16. | Form 10-K Summary | 60 | | | SIGNATURES | 61 | | | Report of Independent Registered Public Accounting Firm | F-1 | | | Consolidated Financial Statements | F-3 | | | Notes to Consolidated Financial Statements | F-9 | | 2 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) EXPLANATORY NOTE This Annual Report on Form10K is for the year ended December31, 2025. This Annual Report on Form10K modifies and supersedes documents filed before it. The United States (U.S.) Securities and Exchange Commission (SEC) allows us to incorporate by reference information that we file with it, which means that we can disclose important information to you by referring you directly to those documents. Information incorporated by reference is considered to be part of this Annual Report on Form10K. In addition, information that we file with the SEC in the future will automatically update and supersede information contained in this Annual Report on Form10K. Unless indicated otherwise, throughout this Annual Report on Form10K, we refer to Bentley Systems, Incorporated and its consolidated subsidiaries, as Bentley Systems, Bentley, the Company, we, us, and our. This Annual Report on Form10K contains trademarks, service marks, brands, or product names owned by us, as well as those owned by others. Numerical information in this report is presented on a rounded basis using actual amounts. Minor differences in totals and percentage calculations may exist due to rounding. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form10K includes forwardlooking statements. All statements contained in this Annual Report on Form10K other than statements of historical facts, including statements regarding our future results of operations and financial condition, our business strategy, and plans and our objectives for future operations, are forwardlooking statements. The words believe, may, will, could, would, seeks, estimate, continue, anticipate, intend, expect, and similar expressions, as well as statements regarding our focus for the future, are intended to identify forwardlooking statements. We have based these forwardlooking statements largely on our current expectations, projections, and assumptions about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, shortterm and longterm business operations and objectives, and financial needs. These forwardlooking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled Risk Factors. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forwardlooking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this Annual Report on Form10K may not occur and actual results could differ materially and adversely from those anticipated or implied in the forwardlooking statements. The forwardlooking statements, as well as our Annual Report on Form10K as a whole, are subject to risks and uncertainties. These statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industrys actual results, levels of activity, performance, or achievements to be materially different from those anticipated by the forwardlooking statements. We discuss many of these risks in this Annual Report on Form10K in greater detail in the section titled Risk Factors and elsewhere in this Annual Report on Form10K. You should not rely upon forwardlooking statements as predictions of future events. Although we believe that the expectations reflected in the forwardlooking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements, events, or circumstances reflected in the forwardlooking statements will occur. Except as required by law, we undertake no obligation to update any of these forwardlooking statements after the date of this Annual Report on Form10K to conform these statements to actual results or revised expectations. 3 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) PART I Item 1. Business Our Business Bentley Systems is the infrastructure engineering software company. Our purpose is to advance the worlds infrastructure for better quality of life. Our mission is to reshape how infrastructure systems and critical resources are delivered and optimized. We were founded in 1984 by the Bentley brothers and on September25, 2020, we completed our initial public offering (IPO). Our enduring commitment is to develop and support the most comprehensive portfolio of integrated software offerings across disciplines, sectors, geographies, and the infrastructure lifecycle, enabling digital workflows that improve project delivery and asset performance. Our users design, build, and operate infrastructure assets for the following sectors: Public Works/Utilities, which represents approximately 59% of our sector-attributable annualized recurring revenues (ARR)(1)(2), includes roads, rail, bridges, tunnels, airports, and ports; federal, state, and municipal agencies; and networks for electricity, gas, water, wastewater, and communications; Resources, which represents approximately 27% of our sector-attributable ARR(1)(2), includes mining, oil and gas upstream activities, offshore, pipelines, environmental management, and renewable energy; Industrial, which represents approximately 9% of our sector-attributable ARR(1)(2), includes process and discrete manufacturing, oil and gas downstream activities, and power generation; and Commercial/Facilities, which represents approximately 5% of our sector-attributable ARR(1)(2), includes campuses, office buildings, retail facilities, and hospitals. Our Products and Offerings We serve enterprises and professionals across the infrastructure lifecycle, from the design and construction of new projects to the operation and maintenance of existing assets. For projects, our software encompasses conception, planning, surveying, design, engineering, and construction, as well as the collaboration required to coordinate and share the work of interdisciplinary and/or distributed project teams. For assets, our software spans the operating life of commissioned infrastructure assets, allowing our accounts to manage engineering changes for safety and compliance and to model performance and reliability to support operations and maintenance decisions. Bentley Open Applications and Seequent applications are primarily cloud-connected desktop modeling and simulation applications that support the breadth of engineering and geoprofessional disciplines. Bentley Infrastructure Cloud, provided via cloud and hybrid environments, extends enterprise collaboration during project delivery and helps manage engineering information during operations and maintenance. (1) Refer to the section titled Key Business Metrics included in PartII, Item7 of this Annual Report on Form10K for additional information, including our definition and our use of ARR. (2) Sector-attributable ARR refers to the proportion of our ARR which can be attributed either based on the sector-specific classification of the account and/or the sector-specific classification of the product giving rise to the ARR. The portions of our ARR which cannot be sector-attributed consist generally of ARR within accounts that are diversified engineering firms which work in multiple sectors, and as to that portion of their ARR which are for products that are not sector-specific, such as MicroStation, and structural or geotechnical modeling and simulation applications, and ProjectWise, which are used across any and all sectors. 4 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) Bentley Asset Analytics automatically detect and analyze issues to trigger key operational workflows, improving overall asset performance. Powering these products is our Cesium and iTwin Platform, a cloudnative technology platform to create, curate, and leverage infrastructure digital twins. Through our platform, our products are becoming increasingly data-centric to take advantage of digital twin and artificial intelligence (AI) capabilities. The proportions of our revenues are referenced in the diagram below. Our comprehensive portfolio of integrated software offerings comprises: Bentley Open Applications. We offer an open modeling environment comprising domainspecific modeling and simulation applications that analyze the functional performance of designs. Our engineering applications work together to improve infrastructure engineering quality and productivity, resulting in better project designs and deliverables. Bentley Open Applications support a wide variety of file formats both Bentley and thirdparty and industry standards and design codes, enabling digital workflows across design, simulation, and analysis, and ensuring engineering data is not locked in, but remains open and accessible. We take care to enable compatibility across successive generations of our applications, which enables engineers, throughout their careers, to maintain continuity with their preferred interfaces, formats, and methodologies, while advancing their work at the leading edge of innovation. 5 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) As infrastructure sectors move toward more data-centric workflows, we are developing a new generation of digital-twin native, AI-powered, and Bentley Infrastructure Cloud-connected applications to further improve individual and team productivity and collaboration. These new applications are designated with a plus symbol (+) in each products name. Our open modeling applications include: MicroStation, for flexible 3D design and documentation, providing the common modeling environment upon which our applications are built; OpenBridge, for the 3D design and documentation of bridges; OpenBuildings, for the 3D design and documentation of buildings and their integrated structural, HVAC, electrical, and plumbing systems; OpenFlows, for the planning, design, and operation of water, wastewater, and stormwater systems, incorporating hydrological, hydraulic, and flood modeling; OpenPlant, for the 2D and 3D design and documentation of process plants; OpenRail, for the planning, 3D design, and documentation of rail and transit systems; OpenRoads, for the planning, 3D design, and documentation of roads and highways; OpenSite and OpenSite+, for the planning, 3D design, and documentation of building, residential development, and infrastructure sites; OpenTower, for the 3D design and analysis of communication towers; OpenTunnel, for the 3D design and analysis of tunnels; OpenUtilities, including OpenUtilities Substation+, for the design and management of electric, gas, water, wastewater, and district energy networks; and Our open simulation applications include: ADINA, for nonlinear simulation and analysis; AutoPIPE, for analysis and simulation of pipe stress in industrial process plants; MOSES, for integrated offshore analysis and simulation; Power Line Systems (PLS), for analysis and simulation of overhead electric power transmission lines and their structures; RAM, for analysis and simulation of building structural performance; SACS, for analysis and simulation of offshore structural performance; SPIDA, for analysis and simulation of utility poles and overhead assets; and STAAD, for analysis and simulation of structures of all types. 6 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) Seequent. Our Seequent applications support modeling and simulation to help geoprofessionals and infrastructure engineers develop a detailed understanding, and take full account of, near and deep subsurface conditions. These include industryleading earth modeling, subsurfacedata management, and geoprofessional team collaboration software and geotechnical products that supplement visible built-asset representations above ground with more probabilistic modeling of subsurface conditions. Our geoprofessional applications include: AGS, for processing, inversion, and visualization of geophysical data; Central, for geological model management, to visualize, track, integrate, and manage geoscience data from a centralized, auditable environment; Evo, a geoscience data and compute platform, for integrated workflows and collaboration across Seequent and third-party products; GeoStudio, for integrated geotechnical analysis of slope stability, groundwater flow, and heat and mass transfer in soil and rock; Imago, for the capture and management of drilling core images; Leapfrog, for 3D implicit modeling designed to rapidly integrate, communicate, and interpret geological data; MX Deposit, cloud drill hole software for simplifying and controlling how drill and other field data is collected, managed, and shared throughout the lifecycle of an ore deposit from early exploration through to mine production; Oasis montaj, for the quality control, correction, visualization, analysis, and interpretation of geophysical, geologic and geochemical data; OpenGround, for geotechnical information management for collecting, reporting, managing, visualizing, analyzing, and accessing geotechnical data; and PLAXIS, for geotechnical analysis to solve common and complex geotechnical problems, including advanced analysis for excavations, foundations, tunnels, and other infrastructure projects. Bentley Infrastructure Cloud. Our enterprise information system spans the endtoend lifecycle and value chain of the worlds infrastructure, helping engineers to produce higher quality deliverables, contractors to execute better with their supply chain, and owners to maintain a complete and accurate picture of their asset throughout its lifecycle. Bentley Infrastructure Cloud encompasses: Connect, the foundational layer of Bentley Infrastructure Cloud, which provides a connected data environment and unified experience for infrastructure professionals to improve collaboration; ProjectWise, for advanced design and construction workflows; SYNCHRO and SYNCHRO+, for 4D construction modeling to visualize and assess sequencing strategies; and AssetWise, for asset operations and maintenance workflows. 7 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) By unifying data between engineering applications and enterprise systems, Bentley Infrastructure Cloud helps organizations manage their data in a single environment and enrich it across the lifecycle, for integrated workflows, improved collaboration, and increased productivity. Powered by our platform and infrastructure schemas and thus seamlessly integrating with Bentley Open Applications, Bentley Infrastructure Cloud enables better project delivery and asset performance through complete and evergreen digital twins. Bentley Asset Analytics. Our asset analytics products unlock real-time insights and time-saving automation through AI-powered infrastructure digital twins to optimize asset performance and workflows. These offerings are applied to specific asset types and use cases. Bentley Asset Analytics includes: Bentley OpenPaths, for multimodal transport network modeling and travel demand forecasting; Blyncsy, for inspecting and detecting roadway conditions; Bridge Monitoring, for identifying and classifying bridge defects; Dam Monitoring, for assessing, monitoring, and analyzing risks to dams; LEGION, for pedestrian traffic simulation; OpenTower iQ, for creating digital twins of cell tower infrastructure; Pointivo technologies, for drone data processing, AI-powered damage detection, and geolocation; and Talon, for sites surveys, inspections, and asset digitization across wireless telecom, broadband, and electric utilities. Cesium and iTwin Platform. Our Cesium and iTwin Platform for developing infrastructure digital twin applications leveraging our infrastructure schemas, enables users to create and curate cloudnative digital representations of physical infrastructure assets, incorporating underlying engineering information federated with operational and enterprise data, and then to model, simulate, analyze, synchronize, track, and predict performance over time. Using digital twins, our users can more fully extend digital workflows across the entire infrastructure lifecycle, increasing the value of infrastructure engineers work. The platform was augmented through the acquisition of Cesium in September 2024. Cesium technology is used to develop powerful 3D geospatial applicationshelping organizations understand their assets, environments, and operations in a 3D geospatial context. The combination of Cesium and iTwin capabilities enables developers and users to seamlessly align 3D geospatial data with engineering, operational, and enterprise data to create digital twins with astonishing user experiences that scale from vast infrastructure networks to the millimeter-accurate details of individual assets. Through our platform, we are adding digital twin capabilities to our existing products and developing a new generation of data-centric and AI-powered offerings. The platform also supports a thriving ecosystem of thirdparty developers who use our open standards-based and open source tools and open application programming interfaces (APIs) to develop applications for the built and natural environment. With tens of thousands of developers, Cesium is the de-facto developer platform for 3D geospatial applications. The combination of Cesium and iTwin provides new opportunities for growth and value creation for this developer ecosystem. Additionally, some capabilities of the platform are offered as discrete iTwin products. These include: iTwin Capture, for capturing, modeling, analyzing, and sharing reality data, enabling users to easily create engineeringready, high-resolution 3D meshes of infrastructure assets using drone video and survey imagery; 8 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) iTwin Engage, for enabling infrastructure teams and their stakeholders to engage with immersive, photorealistic renderings of existing and future infrastructure assets; iTwin Experience, for visualizing and navigating digital twins, empowering owneroperators and their constituents with insights into critical infrastructure; and iTwin IoT, for acquiring and analyzing sensor data, enabling users to seamlessly incorporate Internet of Things (IoT) data created by sensors and condition monitoring devices for real-time safety and risk monitoring in infrastructure construction and operations activities. Comprehensiveness of Our Offerings Our offerings are comprehensive across professional disciplines, infrastructure sectors, geographies, and the infrastructure lifecycle, resulting in what we believe to be durable competitive advantages: Professional Disciplines. Each infrastructure project requires seamless and deep collaboration among professional disciplines, which can include civil, structural, geotechnical, subsurface, and process engineers; architects; geospatial professionals; city and regional planners; contractors; fabricators; and operations and maintenance engineers. Our open modeling and simulation applications facilitate iterative interactions between disciplines and coordination across project participants. Additionally, we believe our collaboration systems lead the market in managing infrastructure engineering firms preferred work-in-progress workflows. Lifecycle Stages. Both project delivery enterprises and owneroperators benefit from our software, which enables digital workflows to extend across the infrastructure lifecycle, from design to construction and ultimately asset management. This capability allows our users digital engineering models to be leveraged as the context for real-time condition monitoring to achieve better and safer operations and maintenance. Infrastructure Sectors. Most major engineering and project delivery firms pursue an everchanging mix of projects across the public works/utilities, industrial, resources, and commercial/facilities sectors and for flexibility tend to favor an infrastructure engineering software vendor whose portfolio correspondingly spans their full breadth. This comprehensiveness provides diversification for our own business, as an incidental advantage. For example, when there have been cyclical downturns in the primarily privatelyfinanced industrial, resources, and commercial/facilities sectors, we have historically witnessed offsetting countercyclical government investment in public works/utilities. Geographies. While design codes may vary by country, infrastructure purposes and engineering practices are fundamentally the same throughout the world, which makes it possible for our infrastructure modeling applications to be used globally. Our offerings are available in most major languages, supporting countryspecific design codes, standards, and conventions. Our development teams are also globally dispersed, due in part to acquisitions made in various countries, but also to provide any needed last-mile localization of our applications. Our global comprehensiveness enables our project delivery accounts to compete more efficiently across geographic markets, thus also providing global supplychain sourcing choices for owners. Digital Twins and AI Over our companys history, as computing capabilities have advanced, the scope of infrastructure engineering software has correspondingly increased. However, project and asset software markets have developed independently from one another, resulting in disconnected digital workflows. We believe the advancement from siloed project-specific software, including for computer-aided design (CAD) and building information modeling (BIM), and asset-specific software, including for geographic information systems (GIS), to unified and evergreen infrastructure digital twins will have the effect of merging what have been to date separate market spaces as well as enabling new use cases that were not possible or practical with previous technologies. 9 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) We believe that the growing adoption of data-centric workflows, via infrastructure digital twins, will serve to overcome the factors that have held back the digital advancement of infrastructure engineering and will facilitate the broader use of engineering data in the operation of infrastructure assets. Moreover, we believe that due to the comprehensiveness of our offerings across the infrastructure lifecycle, infrastructure digital twins and newly enabled digital workflows spanning design, construction, and operations will most particularly benefit our users and enhance our competitiveness. This includes the increasing use of AI, which represents a paradigm shift for infrastructure sectors, which create massive amounts of data during design, construction, and operations. Infrastructure organizations can leverage AI during project delivery to automate repetitive tasks and more, enabling engineers to focus on higher-value activities. They can also apply AI during operations to analyze data for insights into asset conditions. We believe that helping infrastructure organizations deploy AI across the lifecycle represents a significant opportunity for Bentley. With Bentley Infrastructure Cloud, organizations can unlock access to their data, freeing it from closed formats and aligning it to open schemas, to enable AI across projects. Bentley Infrastructure Cloud also helps organizations maintain a digital thread from design through construction and operations, enabling AI-based performance recommendations. We are also embedding AI capabilities across our comprehensive portfolio of integrated software offerings. For example, Bentley Copilot is a context-aware AI assistant that guides users through workflows, surfaces relevant information, and can make changes to design models; our next-generation applications such as Bentley OpenSite+ include native AI capabilities, e.g., for drawings production; and Bentley Asset Analytics products include AI agents that automatically identify maintenance issues and recommend preventive action. Our Commercial Offerings Licensing and Subscriptions We offer a variety of licensing and subscription options so that users can choose what works best for them, their project, and their organization. For larger organizations with centralized management of their engineering software portfolio, we offer our Enterprise 365 (E365) subscription. Our E365 subscription is an allinclusive global consumptionbased plan which provides access to our comprehensive portfolio of integrated software offerings with uniform pricing across all countries. E365 subscriptions require a Cloud Services Subscription (CSS) (described below) and are charged to accounts primarily based upon daily usage or elective subscriptions, dependent on product. They are also inclusive of Enterprise Services (described below). Our Bentley Infrastructure Cloud offerings utilized under E365 are charged based on the total number of users within a calendar quarter, or fixed asset bands, respectively. While the majority of our E365 subscriptions revenue is attributed to daily consumption of our applications, E365 subscriptions typically contain floors or ceilings on usage charges. A perpetual license for Bentley software is a onetime purchase with an annual maintenance subscription, called SELECT, which includes 24/7 technical support, access to learning resources, and the ability to exchange licenses for other software once a year. In addition, SELECT offers license pooling, which enables software access from multiple computers, and term licenses, which enables users to access software beyond their license entitlements for monthly or quarterly periods to cover shortterm surges in their workload. We also offer a 12month named-user subscription including license, training, and knowledgeable engineering support procured through our estore, Virtuosity, which is a convenient and costeffective way for infrastructure professionals in small and mediumsized businesses (SMBs) to access Bentley software. We deliver our Bentley Infrastructure Cloud capabilities under our CSS, charged quarterly based on the number of users of various levels of functionality. Pricing includes cloud provisioning, although some accounts elect onpremises and/or hybrid hosting. 10 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) CSS streamlines the procurement, administration, and payment process for us and our accounts for cloud offerings, term licenses, and recurring services. Participants in our E365 program use CSS as the funding mechanism for their subscription. At the end of 2025, accounts representing approximately 60% of our total ARR(1) had chosen to implement, for licensing of our software, our commercial models eligible under CSS. Enterprise Services For our enterprise accounts, services are delivered via proactive and continuous engagement with users and accounts with business outcomes in mind, ensuring that accounts achieve optimal results from our software. This collaborative process culminates in a statement of work that outlines specific, structured engagements called Blueprints. These services are offered both virtually and in-person, delivered by colleagues, most with domain experience and credentials in infrastructure engineering. Enterprise services, based on allotted credits, are bundled into our E365 subscription. We also offer specialized services, including services to support Bentley Infrastructure Cloud implementations and advisory services to aid organizations in adopting digital technologies and workflows. Our Primary Growth Initiatives Incremental to our longstanding programmatic acquisition strategy, we have determinedly invested internal resources to accelerate organic growth, with increasing success, through the following primary growth initiatives: Accretion in Enterprise Accounts: We have established that E365 helps our accounts implement, propagate, and upgrade our offerings more quickly, encouraging greater consumption of our software and stronger account relationships. We intend to continue to expand the reach of our E365 subscription within virtually all of our enterprise accounts; Accretion in SMBs: New business from SMB accounts, including from hundreds of new logos each quarter, has become a substantial contributor to our overall ARR growth(2), and we are encouraged to continue investment in our Virtuosity business and estore. Development and deployment of a low touch and ultimately no touch digital experience will enable this business to further scale and align with the market potential; and Asset Analytics: The third growth initiative involves further expansion into asset operations and maintenance, leveraging digital twin opportunities to be incrementally monetized through cloud subscriptions charged per asset. Our Bentley Asset Analytics portfolio leverages digital twin and AI capabilities to generate discrete and actionable insights of existing infrastructure assets. Our Accounts We provide our software to nearly 42,000accounts in 189countries worldwide. Our revenues are balanced and diversified between engineering and construction contracting firms who work together to deliver the design and construction of capital projects (representing 52%, 51%, and 50% of our 2025, 2024, and 2023 total revenues, respectively), and their clients, the worlds public and private infrastructure asset owners and operators (representing 48%, 49%, and 50% of our 2025, 2024, and 2023 total revenues, respectively). We bring our offerings to market primarily through direct sales channels, including through our account managers and our Virtuosity inside sales colleagues and estore, which generated approximately 94% of our 2025 total revenues. We also rely on specialist channel partners in geographic regions where we do not currently have a meaningful presence or where, for some of our offerings, direct sales efforts are less economically feasible. Channel partners accounted for approximately 6% of our 2025 total revenues. (1) Refer to the section titled Key Business Metrics included in PartII, Item7 of this Annual Report on Form10K for additional information, including our definition and our use of ARR. (2) Refer to the section titled Key Business Metrics included in PartII, Item7 of this Annual Report on Form10K for additional information, including our definition and our use of ARR growth rate. 11 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) We do not have material account concentration. No account, including any group of accounts under common control or accounts that are affiliates of each other, represented more than 2% of our total revenues in 2025, 2024, or 2023. Our Acquisitions Since our founding, we have purposefully pursued a strategy of acquiring and integrating specialized infrastructure engineering software businesses, including 8acquisitions over the past three years. Most acquired products had already been interfacing with our platform prior to acquisition, and our acquisition purpose is typically to improve their technical and commercial integration. As a public company, we have been able to make platform acquisitions which appreciably increase our scale and/or the scope of our platform capabilities. Our platform acquisitions have been: Seequent Holdings Limited (2021), to enable infrastructure digital twin capabilities to incorporate modeling and simulation of full subsurface depths, and advancing infrastructure resilience and sustainability by helping geoprofessionals to understand environmental conditions and to mitigate environmental risks; and PLS (2022), to bring design, analysis, and management of overhead electric power transmission lines and structures to our grid digital twin offerings. PLS substantially completes the reach of our comprehensive portfolio for the lifecycle integration of grid infrastructure across electrical transmission, substation, and distribution assets, and communications towers. Our programmatic acquisitions, which most often fill white space within our ecosystem, add their value principally by enhancing our platform comprehensiveness, and accordingly we consider this programmatic aspect of our growth as characteristically within our mainstream business performance (unlike platform acquisitions). Our average historical ARR growth rate(1) from programmatic acquisitions over the past three years has been less than 1% measured on a constant currency basis. Our Competition The market for our software is highly competitive and subject to change. We compete against large, global, publiclytraded companies that have resources greater than our own, and against small, new, or geographicallyfocused firms that specialize in developing niche software offerings. While we do not believe that any competitor offers a portfolio as comprehensive as ours, we do face strong competition, varying by infrastructure lifecycle phase and sector: our key competitors in Public Works/Utilities applications include Autodesk, Inc., Trimble Inc., and Hexagon AB; our key competitors in Resources applications include Hexagon AB and the AVEVA unit of Schneider Electric, as well as Dassault Systmes, Datamine, Maptek, RMS, and Micromine in mining; our key competitors in Industrial applications include Hexagon AB and the AVEVA unit of Schneider Electric; our key competitors in Commercial/Facilities applications include Autodesk, Inc., Nemetschek SE, and Trimble Inc.; our key competitors in project delivery systems include Autodesk, Inc. and Oracle Corporation; and our key competitors in asset performance systems include the AVEVA unit of Schneider Electric, Esri, and GE Vernova. (1) Refer to the section titled Key Business Metrics included in PartII, Item7 of this Annual Report on Form10K for additional information, including our definition and our use of ARR growth rate. 12 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) The principal competitive factors affecting our market include: product features, performance, and effectiveness; reliability and security; openness and the ability to integrate with other technologies; price, commercial model, and total cost of use; and brand awareness and reputation. We believe we compete favorably against our competitors based on the factors above and that we distinguish ourselves through the comprehensiveness of our software offerings portfolio, our commitment to both integration and interoperability across the entire infrastructure lifecycle, our flexible commercial models, and our direct sales channels. Our Research and Development We make substantial investments in research and development because we believe the infrastructure engineering software market presents compelling opportunities for the application of new technologies that advance our current offerings. Our research and development roadmap balances technological advances and new offerings with continuous enhancements to existing offerings. Our allocation of research and development resources is guided by managementestablished priorities, input from product managers, and feedback from various channels including users and user-facing teams. As part of our resource allocation process, we also conduct a costbenefit analysis of acquiring available technology in the marketplace versus developing our own software. Our Intellectual Property We believe that the success of our business depends more on the quality of our proprietary software, technology, processes, and domain expertise than on copyrights, patents, trademarks, and trade secrets. While we consider our intellectual property rights to be valuable, we do not believe that our competitive position depends primarily on obtaining legal protection for our software and technology. Instead, we believe that our competitive position depends primarily on our ability to maintain a leadership position by developing innovative proprietary software, technology, information, processes, and knowhow. Nevertheless, we rely on a combination of copyrights, patents, trademarks, and trade secrets in the U.S. and other jurisdictions to secure our intellectual property, and we use contractual provisions and nondisclosure agreements to protect it. In addition, from time to time we enter into collaboration arrangements and inbound licensing agreements with third parties, including certain of our competitors, in order to expand the functionality and interoperability of our software. We are not substantially dependent upon any one of these arrangements, and we are not obligated to pay any material royalty or license fees with respect to them. Our patents cover systems and methods relating to various aspects of software for infrastructure design and modeling, collaboration and worksharing, and infrastructure asset operations. Among other things, our patents address a broad range of issues in infrastructure domains from analyzing building energy usage and structural analysis, railway system maintenance, water network design and operation, and augmented reality, as well as techniques for creating, storing, displaying, and processing infrastructure models. To innovate and increase our strategic position, our software developers are incentivized to alert our internal patent committee to innovations that might be patentable or of strategic value. We also assess appropriate occasions for seeking patent and other intellectual property protections for aspects of our technology and offerings that we believe constitute innovations providing significant competitive advantages, both domestically and outside of the U.S. 13 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) Despite the foregoing, our intellectual property rights may not be successfully asserted in the future or may be invalidated, circumvented, or challenged by third parties. Moreover, the laws and enforcement of the laws of various foreign countries where our products are licensed do not protect our intellectual property rights to the same extent as U.S. laws. Enforcement of intellectual property rights against alleged infringers could lead to costly litigation and counterclaims, and our inability or perceived inability to protect our proprietary information could harm our business. While we have recovered some revenue resulting from the unauthorized use of our software, we are unable to measure the full extent to which unauthorized use of our software products exists. Our Production and Suppliers Our principal supplier of cloud services is Microsoft, with whom we have entered into a multi-year contract for a committed level of expenditures for Azure. We added Google Cloud as a cloud service provider in 2024 to expand our delivery capabilities and optimize costs. Impact at Bentley Around the world, infrastructure professionals rely on Bentley software to help them design, build, and operate better and more resilient infrastructure for transportation, water, energy, cities, and more. Our greatest opportunity for impact is through the products and services we provide that empower our users to achieve sustainable development goals by realizing outcomes that are more sustainable and resilient. Our impact strategy is rooted in our passion for advancing infrastructure challenges by enabling the building of a better world. The four pillars of this strategy include: Handprint. The ways in which we empower our users to design, build, and operate sustainable infrastructure and collaborate across enterprises to create a better and more resilient future for all; Footprint. The actions we are taking to minimize environmental impacts across the business by closely managing, monitoring, and improving our operations; Social. The programs and processes that foster an inclusive culture where our colleagues and communities can thrive and do the best work of their careers, as well as the ways we are helping to grow the pipeline of infrastructure engineers through education, recruitment, and community engagement; and Governance. Our approach to effective governance is to ensure the highest level of accountability and compliance rigor. We look forward to sharing updates for our full-year 2025 performance in our next Impact Report, scheduled to be published in the second quarter of 2026. To learn more, visit the impact portion of our website at www.bentley.com/company/impact/. The information posted on this website is not incorporated into this Annual Report on Form10K. Human Capital Management Our colleagues are a key success factor in driving our continued growth. We create an enriching colleague experience, underscored by our mission, actions, and priorities (MAP) in which colleagues can do the best work of their career while making a positive impact by advancing the worlds infrastructure. As of December31, 2025, we had approximately 5,800 fulltime colleagues globally, including approximately 2,400 in the Americas (the U.S., Canada, and Latin America, including the Caribbean); approximately 1,600 in Europe, the Middle East, and Africa (EMEA); and approximately 1,800 in AsiaPacific (APAC). None of our fulltime U.S. colleagues are unionized. Outside the U.S., a small overall portion of our colleagues in certain countries are represented by a colleague representative organization, such as a union or colleague association. Our colleagues bring nearly 70languages to fulfill the needs of our globally dispersed accounts and users. Our colleagues are highly qualified with an average of sevenyears of total service and advanced academic credentials, including over 160doctoral degrees and over 1,400masterslevel degrees. 14 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) Colleague Experience We achieve a strong level of performance, engagement, and belonging through focused efforts to build trust and enhance personal and organizational experiences, empowering colleagues to learn and grow every day, providing recognition for great work, and supporting colleague wellbeing. We encourage meaningful and continuous feedback through biannual performance reviews, engagement surveys, and two-way communication to ensure colleagues are equipped to succeed. Talent Acquisition We believe our Companys purpose, mission, values, and culture are drivers for attracting and retaining colleagues. Our talent acquisition strategy leverages best practices to attract, engage, and hire top talent quickly and effectively. We enjoy high levels of colleague referrals to supplement our corporate hiring practices, and nurture relationships with agencies and universities around the world to hire talented professionals and graduates, all of which provides a strong talent pipeline. Professional Development We invest in continuous professional development through targeted classroom style programs, peer collaboration, and experiential learning opportunities. Our colleagues have opportunities to learn from peers, mentors, leaders, subject matter experts, or by taking advantage of AI agents to role-play and get real-time feedback. Our investment in growth and development for all roles fosters a unified One Bentley mindset and builds a robust pipeline of internal successors for key roles across the organization. Belonging and Inclusion We are a global company with colleagues of different cultures, backgrounds, and perspectives based in 45countries worldwide and speaking nearly 70languages. We strive to build a culture where all colleagues feel a sense of belonging so that they can fully realize their potential and produce their best work. Our executive management team and senior leaders are integral partners in this mission, acting as executive sponsors for key Belonging and Inclusion initiatives. Our Inclusion, Diversity, and Equity Alliance (IDEA) program includes colleague-led resource groups, open to all colleagues, that empower their members to join peers from across the business and the globe to foster belonging and inclusion. Through events and programming, IDEA offers support, education, networking, and professional development opportunities to our global colleagues. Corporate Information Bentley Systems, Incorporated was incorporated in Delaware in 1987 and is headquartered in Exton, Pennsylvania. Website Access to Reports Our internet address is www.bentley.com. The information posted on our website is not incorporated into this Annual Report on Form10K. Our Annual Report on Form10K, Quarterly Reports on Form10Q, Current Reports on Form8K and amendments to reports filed or furnished pursuant to Sections13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on the SECs website at www.sec.gov and on the Investor Relations portion of our website at www.bentley.com (or investors.bentley.com) as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. 15 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) Item 1A. Risk Factors The following is a discussion of the material factors that make an investment in the Company and its securities speculative or risky. The risks described herein are not the only risks we may face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, results of operations, or cash flows. Risks Related to Our Business and Industry Demand for our software is subject to volatility in our accounts underlying businesses, which includes infrastructure projects that typically have long timelines. Our sales are based significantly on accounts demand for software in the following infrastructure sectors: (i)public works/utilities; (ii)resources; (iii)industrial; and (iv)commercial/facilities. Although these sectors are typically countercyclical to one another in nature, each periodically experiences economic declines and may be exacerbated by other economic factors. If participants in any of these sectors reduce spending or allocate future funding in a manner that results in fewer infrastructure improvement or expansion projects, then our accounts underlying business may be impacted and demand for our software may decrease or our rate of contract renewals may decrease. A prolonged decrease in such spending may harm our results of operations. Our accounts may request discounts or extended payment terms on new arrangements or seek to extend payment terms on existing arrangements due to lower levels of infrastructure spending or for other reasons, all of which may reduce revenue. We may not be able to adjust our operating expenses to offset such discounts or other arrangements because a substantial portion of our operating expenses is related to personnel, facilities, and marketing programs. The level of personnel and related expenses may not be able to be adjusted quickly and is based, in significant part, on our expectations for future revenues and demand. Infrastructure projects typically have long timelines and we may invest in building capacity based on expected demand for our software that takes longer to develop than we expect or fails to develop at all. Additionally, government spending on infrastructure may decrease, which could decrease the demand for our software and have a negative impact on our results of operations. We may not be successful in forecasting future demand levels and could fail to win business at the expected rates. If we underestimate the demand for our software, we may be unable to fulfill the increased demand in a timely fashion or at all. If we overestimate the demand for our software, we may incur additional expenses for which we would not have corresponding revenues, negatively impacting our results of operations. The majority of our revenues and an increasing percentage of our operations are attributable to operations outside the U.S., and our results of operations therefore may be materially affected by the legal, regulatory, social, political, economic, and other risks of foreign operations. Approximately 59%, 58%, and 58% of our total revenues were from outside the U.S. for the years ended December31, 2025, 2024, and 2023, respectively. We anticipate that revenues from accounts outside the U.S. will continue to comprise a majority of our total revenues for the foreseeable future. Our international revenues, including from emerging economies, are subject to general economic and political conditions in foreign markets and our revenues are impacted by the relative geographical and country mix of our revenues over time. These factors could adversely impact our international revenues and, consequently, our business. Our dependency on international revenues also makes us more exposed to global economic and political trends, which can negatively impact our financial results. Further, our operations outside the U.S. are subject to legal, regulatory, social, political, economic, and other risks inherent in international business operations, including, without limitation, local product preference and product requirements, trade protection measures, sanctions, quotas, embargoes, import and export licensing requirements, duties, tariffs or surcharges and more stringent regulations relating to privacy and data security and access to, or use of, commercial and personal information. 16 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) The occurrence of any one of these risks could negatively affect our international business and, consequently, our business, financial condition, and results of operations. Additionally, operating in international markets requires significant management attention and financial resources. We cannot be certain that the investment and additional resources required to operate in other countries will produce desired levels of revenue or profitability. Decreased investment by APAC, including China, may have a negative effect on our business. Approximately 18% of our total revenues for the years ended December31, 2025, 2024, and 2023 relate to infrastructure projects in APAC, including China. We cannot assure you that spending in these countries on infrastructure projects will continue at historical levels or increase in the future, or that demand for our software in APAC in general will not be negatively affected by reductions in spending or other limitations. We are exposed to fluctuations in currency exchange rates that could negatively impact our financial results and cash flows. We sell our software in 189 countries, primarily through a direct sales force located throughout the world. Approximately 59%, 58%, and 58% of our total revenues were from outside the U.S. for the years ended December31, 2025, 2024, and 2023, respectively. As we continue to expand our presence in international regions, the portion of our revenues, expenses, cash, accounts receivable, and payment obligations denominated in foreign currencies continues to increase. Further, we anticipate that revenues from accounts outside of the U.S. will continue to comprise the majority of our total revenues for the foreseeable future. Because of our international activities, we have revenues, expenses, cash, accounts receivable and payment obligations denominated in foreign currencies. For the years ended December31, 2025, 2024, and 2023, 33%, 34%, and 35%, respectively, of our total revenues were denominated in a currency other than the U.S.dollar. As a result, we are subject to currency exchange risk. Our revenues and results of operations are adversely affected when the U.S.dollar strengthens relative to other currencies and are positively affected when the U.S.dollar weakens. As a result, changes in currency exchange rates will affect our financial condition, results of operations, and cash flows. In the event that there are economic declines in countries in which we conduct transactions, the resulting changes in currency exchange rates may affect our financial condition, results of operations, and cash flows. We are most impacted by movements in and among the euro, British pound, Canadian dollar, Australian dollar, Chinese yuan renminbi, and New Zealand dollar. For example, the Chinese yuan renminbi has fluctuated against the U.S.dollar, at times significantly and unpredictably, due to changes in foreign exchange for a wide variety of reasons, including actions instituted by China. Because of changes in trade between the U.S. and China, and renminbi internationalization, China may in the future announce further changes to the exchange rate system, and we cannot assure you that the renminbi will not appreciate or depreciate significantly in value against the U.S.dollar in the future. In addition, countries in which we operate may be classified as highly inflationary economies, requiring special accounting and financial reporting treatment for such operations, or such countries currencies may be devalued, or both, which may harm our business, financial condition, and results of operations. We cannot predict the impact of foreign currency fluctuations and we may not be successful in minimizing the risks of these fluctuations. In addition, the fluctuation and volatility of currencies, even when it increases our revenues or decreases our expenses, impacts our ability to accurately predict our future results and earnings. We may not be able to increase the number of new subscriptionbased accounts or cause existing accounts to renew their subscriptions, which could have a negative impact on our future revenues and results of operations. We may not be able to increase demand for our subscriptionbased services in line with our growth strategy. Our accounts are not obligated to renew their subscriptions for our offerings, and they may elect not to renew. We cannot assure renewal rates or the mix of subscriptions renewals. Account renewal rates may decline or fluctuate due to a number of factors, including offering pricing, competitive offerings, account satisfaction, and reductions in account spending levels or account activity due to economic downturns or financial markets uncertainty. If our 17 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) accounts do not renew their subscriptions or if they renew on less favorable terms, our revenues may decline, which could harm our business, financial condition, and results of operations. Consolidation among our accounts and other enterprises in the markets in which we operate may result in a loss of business. It is likely that some of our existing accounts will consolidate, be acquired, or experience a change in management, which could lead to a decrease in the size of our account base. We expect consolidation among our accounts as they attempt to strengthen or maintain their market positions. If two or more of our accounts consolidate, they may also wish to consolidate the software and services that we provide to them. If an existing account is acquired by another company that uses the software of one of our competitors, we may lose business in that account to our competitor. In addition, if an account experiences a change in management, the new management team may be accustomed to the software of one of our competitors, and we could lose that account. Any such consolidation, acquisition, or management change could lead to pricing pressure, erosion of our margins, loss of accounts, and loss of market share, all of which could harm our business, financial condition, and results of operations. We have in the past and expect to continue in the future to seek to grow our business through acquisitions of or investments in new or complementary businesses, software, or technologies, and the failure to manage acquisitions or investments, or the failure to integrate them with our existing platform and business, could harm us. Since our founding, we have strategically acquired and integrated numerous software assets and businesses. We may, however, be unable to identify suitable acquisition candidates in the future or, if suitable candidates are identified, we may be unable to complete the business combination on commercially acceptable terms. The process of exploring and pursuing acquisition opportunities may result in devotion of significant management and financial resources. Even if we are able to consummate acquisitions that we believe will be successful, these transactions present many risks including, among others, failing to achieve anticipated synergies and revenue increases, difficulty incorporating and integrating the acquired technologies or software solutions with our offerings and existing applications, difficulties managing an acquired companys technologies or lines of business or entering new markets where we have limited prior experience or where competitors may have stronger market positions, the loss of key colleagues, accounts, and channel partners of ours or of the acquired company, and the requirement to test and assimilate the internal control processes of the acquired business in accordance with the requirements of Section404 of the Sarbanes-Oxley Act of 2002. Quality problems, defects, errors, failures, or vulnerabilities in our software or services could harm our reputation and adversely affect our business, financial condition, results of operations, and prospects. Our offerings are, in some cases, highly complex and incorporate advanced software technologies that we attempt to make interoperable with the products of other software providers. Despite testing prior to release, our software may contain undetected defects or errors. Further, the combined use of our software with those of other software providers may cause errors or failures, or it may expose undetected defects, errors, or failures in our software. These defects, errors, or failures could affect software performance and damage the businesses of our accounts, as well as delay the development or release of new software or new versions of software. Further, we cannot guarantee that all of our accounts are using the latest versions of our software with enhanced security features and may be more vulnerable to cyberattacks. Allegations of unsatisfactory performance in any of these situations could damage our reputation in the market and our relationships with our accounts, cause us to lose revenue or market share, increase our service costs, cause us to incur substantial costs in analyzing, correcting, or redesigning the software, cause us to lose accounts, subject us to liability for damages, and divert our resources from other tasks, any one of which could adversely affect our business, financial condition, results of operations, and prospects. We may also be required to provide full replacements or refunds for such defective software. We cannot assure you that such remediation would not harm our business, financial condition, results of operations, and prospects. 18 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) Our business, financial condition, results of operations, and prospects may be harmed if we are unable to crosssell our software offerings. A significant component of our growth strategy is to increase the crossselling of our software offerings to current and future accounts, however, we may not be successful in doing so if our accounts find our additional offerings to be unnecessary or unattractive. We have invested, and intend to continue to invest, significant resources in developing and acquiring additional software offerings, which resources may not be recovered if we are unable to successfully crosssell these offerings to accounts using our existing software. Any failure to sell additional software offerings to current and future accounts could harm our business, financial condition, results of operations, and prospects. There are significant costs and restrictions associated with the repatriation of cash from our non-U.S. operations. Our cash and cash equivalents balances are concentrated in a few locations around the world, with approximately 68% and 96% of those balances held outside of the U.S. as of December31, 2025 and 2024, respectively. Cash repatriation restrictions may limit our ability to repatriate cash held by our foreign subsidiaries. Additionally, the repatriation of cash held by our foreign subsidiaries may result in adverse tax consequences. Any repatriation of cash may be restricted or may result in our incurring substantial costs. As a result, we may be required to seek sources of cash to fund our operations, including through the issuance of equity securities, which may be dilutive to existing stockholders, or by incurring additional indebtedness. There can be no assurance that we will be able to secure sources of financing on terms favorable to us, or at all. From time to time we realign or introduce new business initiatives, including reorganizing our sales and marketing, research and development, and administrative functions; if we fail to successfully execute and manage these initiatives, our results of operations could be negatively impacted. We rely heavily on our direct sales force. From time to time, we reorganize and make adjustments to our sales leadership and/or our sales force in response to such factors as management changes, performance issues, market opportunities, and other considerations. These changes may result in a temporary lack of sales production and may adversely impact revenues in future quarters. Market acceptance of any new business or sales initiative is dependent on our ability to match our accounts needs at the right time and price. There can be no assurance that we will not restructure our sales force in future periods or that the transition issues associated with such a restructuring will not occur. Similarly, reorganization of our research and development and administrative functions can disrupt our operations and negatively impact our results of operations if the execution is not managed properly. If any of our assumptions about expenses, revenues, or revenue recognition principles from these initiatives proves incorrect, or our attempts to improve efficiency are not successful, our actual results may vary materially from those anticipated, and our financial results could be negatively impacted. A portion of our revenues are from sales by our channel partners and we could be subject to loss or liability based on their actions. Sales through our global network of independent regional channel partners accounted for 6%, 7%, and 8% of our total revenues for the years ended December31, 2025, 2024, and 2023, respectively. These channel partners sell our software in geographic regions where we do not have a meaningful presence, and in niche markets where they have specialized industry and technical knowledge. Where we rely on channel partners, we may have reduced contact with ultimate users that purchase through such channel partners, thereby making it more difficult to establish brand awareness, ensure proper installation, service ongoing requirements, estimate demand, and respond to the evolving needs of an account. Any of our channel partners may choose to terminate its relationship with us at any time. As a result, our ability to service the ultimate users who were interfacing with that channel partner may take time to develop as we divert resources to service those users directly or find a suitable alternative channel partner to continue the relationship. Any disruption in service may damage our reputation and business. In addition, our channel partners may be unable to meet their payment obligations to us, which would have a negative impact on our financial results. Our channel partners may also not have loyalty to our brand and therefore may not be particularly motivated to sell our software or services. 19 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) The use of channel partners could also subject us to lawsuits, potential liability, and reputational harm if, for example, any channel partners misrepresent the functionality of our software or services to accounts, fail to comply with their contractual obligations, or violate laws or our corporate policies. Such actions may impact our ability to distribute our software into certain regions and markets, and may have an adverse effect on our results of operations and cash flows. We incorporate artificial intelligence and machine learning (collectively AI herein this item) into our software offerings, and challenges with properly managing its use could result in reputational harm, or liability, and adversely affect our operations. We believe AI represents a paradigm shift for infrastructure sectors. We are building and embedding AI capabilities across our comprehensive portfolio of integrated software offerings to support and accelerate the use of AI by our users and accounts. We expect data-centric and AI-powered offerings to help drive future growth in our business but there can be no assurance that we will realize the anticipated growth or benefits. As with many innovations, there may be slow adoption, regulatory challenges, or we may fail to appropriately implement and market our data-centric and AI-powered offerings. AI is becoming an increasingly regulated space with a number of jurisdictions having proposed or enacted laws concerning AI. Against this regulatory backdrop, our offerings based on AI may expose us to additional lawsuits and regulatory investigations and subject us to legal liability as well as brand and reputational harm. Further, research and development associated with our AI offerings may be impacted by the increasingly complex regulatory landscape by increasing the burdens and costs associated with research and development. Risks Related to Information Technology (IT) Systems and Intellectual Property Interruptions in the availability of server systems or communications with Internet, thirdparty hosting facilities or cloudbased services, or failure to maintain the security, confidentiality, accessibility, or integrity of data stored on such systems, could harm our business or impair the delivery of our managed services. A significant portion of our software development personnel, source code, and computer equipment is located at operating facilities outside the U.S. We also depend on data maintained on servers running thirdparty enterprise-wide administrative, account relationship management, and other business operations systems. We further rely upon a variety of Internet service providers, thirdparty hosting facilities, and cloud computing platform providers, such as Microsoft Azure, as well as local service providers to support project teams and users in most regions and countries throughout the world, particularly with respect to our cloud service offerings. Failure to maintain the security, confidentiality, accessibility, or integrity of data stored on such systems could damage our reputation in the market and our relationships with our accounts, cause us to lose revenue or market share, increase our service costs, cause us to incur substantial costs, cause us to lose accounts, subject us to liability for damages, and divert our resources from other tasks, any one of which could adversely affect our business, financial condition, results of operations, and prospects. Any damage to, or failure of, such systems, or communications to and between such systems, could result in interruptions in our operations, managed services, and software development activities. Such interruptions may reduce our revenue, delay billing, cause us to issue credits or pay penalties, cause accounts to terminate their subscriptions, or adversely affect our attrition rates and our ability to attract new accounts. Our business would also be harmed if our accounts and potential accounts believe our products or services are unreliable. If our security measures or those of our thirdparty cloud data hosts, cloud computing platform providers, or thirdparty service partners, are breached, and unauthorized access is obtained to an accounts data, our data or our IT systems, our services may be perceived as not being secure, accounts may curtail or stop using our services, and we may incur significant legal and financial exposure and liabilities. As we digitize and use cloud and webbased technologies to leverage account data to deliver a more complete account experience, we are exposed to increased security risks and the potential for unauthorized access to, or improper use of, our and our accounts information. Certain of our services involve the storage and transmission of accounts proprietary information, and security breaches could expose us to a risk of loss of this information, 20 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) litigation, and possible liability. Although we devote resources to maintaining our security and integrity, we may not prevent security incidents. The risk of a security breach or disruption, particularly through cyberattack or cyber intrusion, including by computer hackers, foreign governments, and cyber terrorists, has increased as the number, intensity, and sophistication of attempted attacks and intrusions from around the world have increased. These threats include but are not limited to identity theft, unauthorized access, domain name system attacks, wireless network attacks, viruses and worms, advanced persistent threat, application centric attacks, peer-to-peer attacks, phishing, backdoor trojans, and distributed denial of service attacks. Any of the foregoing could attack our accounts data (including their employees personal data), our data (including colleagues personal data), our IT systems or those of our accounts and/or critical vendors. It is virtually impossible for us to entirely eliminate this risk. Like all software, our software is vulnerable to cyberattacks. The impact of cyberattacks could disrupt the proper functioning of our software or services, cause errors in the output of our accounts work, allow unauthorized access to sensitive, proprietary, or confidential information of ours or our accounts, and other destructive outcomes. Additionally, third parties may attempt to fraudulently induce colleagues or accounts into disclosing sensitive information such as user names, passwords, or other information in order to gain access to our accounts data, our data, or our IT systems. Malicious third parties may also conduct attacks designed to temporarily deny accounts access to our services. Any security breach could result in a loss of confidence in the security of our products and services, damage our reputation, negatively impact our future sales, disrupt our business, and lead to regulatory inquiry and legal liability. Failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand. Our future success and competitive position depend in large part on our ability to protect our intellectual property and proprietary technologies. We rely on a combination of copyright, patent, trademark, and trade secret laws, as well as confidentiality procedures and contractual restrictions, to secure and protect our intellectual property rights, all of which provide only limited protection and may not currently or in the future provide us with a competitive advantage. Patents or trademarks may not issue from any of our pending or future patent or trademark applications. Patents or trademarks that do issue from such applications may not give us the protection that we seek, and such patents or trademarks may be challenged, invalidated, or circumvented. Any patents or trademarks that may issue in the future from our pending or future patent and trademark applications may not provide sufficiently broad protection and may not be enforceable in actions against alleged infringers. The steps we take may not be adequate to protect our technologies and intellectual property, our patent and trademark applications may not lead to issued patents or registered trademarks, others may develop or patent similar or superior technologies or offerings, and our patents, trademarks, and other intellectual property may be challenged, invalidated, designed around, or circumvented by others. Furthermore, effective copyright, patent, trademark, and trade secret protection may not be available in every country in which our offerings are available or where we do business. Increasingly regulatory focus on privacy, data protection, cross-border data flows, and information security issues, and new and expanding laws may apply to our business and noncompliance with such rules may limit the use and adoption of our services, adversely affect our business, or expose us to increased liability. As a global software and service provider, we collect and process personal data and other data from our users and prospective users. We use this information to provide software offerings to our accounts, to validate user identity, to fulfill contractual duties and administer billing and support, to expand and improve our business, and to communicate and recommend products and services through our marketing and advertising efforts. We may also share accounts personal data with certain third parties as described in the privacy statement provided to each account. We may also share accounts personal data with certain third parties as described in the privacy statement provided to each account. Further, we collect and otherwise process personal data of our global employees and contractors. 21 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) Governments, regulators, privacy advocates, plaintiffs attorneys, and our users and accounts are increasingly focused on how companies collect, process, use, store, share, and transmit personal data. Regulation relating to the provision of our software is evolving, as federal, state, and foreign governments continue to adopt new, or modify existing, laws and regulations addressing privacy, data protection, data sovereignty, information security and the collection, processing, storage, sharing, transmission, and use of data generally. This evolving regulatory landscape may be subject to differing interpretations, jurisdiction specific inconsistencies, or may conflict with other rules. We expect the regulatory landscape to remain uncertain for the foreseeable future. Further, our expectation is that there will continue to be new laws, regulations, and industry standards applicable to our collection, processing, storage, sharing, transmission, and use of data generally. Globally, laws such as the General Data Protection Regulation (the GDPR) in the European Union (the E.U.) and the Personal Information Protection Law (the PIPL) in China have been enacted, and numerous other countries have proposed or have enacted laws concerning privacy, data protection, data sovereignty, and information security; these laws impose obligations directly on us as both a data controller and a data processor, as well as on many of our users. In addition, new and emerging state laws in the U.S. governing privacy, data protection, and information security, such as the California Consumer Privacy Act (CCPA), the California Privacy Rights Act (CPRA), and numerous laws in other states, many of which provide for obligations similar to the CCPA and CPRA, have been enacted. These laws and regulations, as well as industry self-regulatory codes, create new compliance obligations and substantially expand the scope of potential liability and provide greater penalties for non-compliance. For example, the GDPR provides for penalties of up to 20 million or 4% of a companys annual global revenue, whichever is greater, the PIPL provides for penalties of up to 50 million renminbi or 5% of a company's annual revenue and disgorgement of all illegal gains, whichever is greater, and the CCPA provides for penalties of up to $7,988 per violation. Although, we monitor the regulatory environment and have invested in addressing these developments, operating in an increasingly complex regulatory landscape may impact our innovation and business drivers in developing new and emerging technologies (e.g., AI). Globally, these and other requirements are causing increased scrutiny amongst users, particularly in the public sector and highly regulated industries, which could restrict the use and adoption of our software (in particular cloud services). Further, these developments may require us to take on more onerous obligations in our contracts, restrict our ability to store, transfer, and process data or, in some cases, impact our ability or our users ability to offer our services in certain locations, to deploy our offerings, or to derive insights from user data globally. Around the world, there is continued uncertainty in relation to the legal mechanisms supporting crossborder data flows which are subject to evolving guidance, active litigation, and enforcement proceedings in a number of jurisdictions. A number of countries including China, Australia, New Zealand, Brazil, and Japan have established specific requirements for crossborder data transfers. Further, a number of countries and states have adopted or are considering adopting data localization policies which would further restrict crossborder data transfers and may require data to be localized in the country of origin (potentially at a state level) which could substantially impact our operations. Our failure to comply with applicable laws and regulations, or to protect data, could result in enforcement action against us, including fines and public censure, claims for damages by users, accounts, and other affected individuals, damage to our reputation and loss of goodwill (both in relation to existing accounts and prospective accounts), any of which could harm our business, financial condition, and results of operations. Around the world, there are numerous lawsuits in process against various technology companies that process personal data. If those lawsuits are successful, it could increase the likelihood that we may be exposed to liability for our own policies and practices concerning the processing of personal data and could hurt our business. Our accounts expect us to meet voluntary certification or other standards established by third parties or imposed by the accounts themselves. If we are unable to maintain these certifications or meet these standards, it could adversely affect our ability to provide our software to certain accounts and could harm our business. Further, if we were to experience a breach of systems compromising our accounts sensitive data, our brand and reputation could 22 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) be adversely affected, use of our software and services could decrease, and we could be exposed to a risk of loss, litigation, and regulatory proceedings. The costs of compliance with and other burdens imposed by laws, regulations, and standards may limit the use and adoption of our services and reduce overall demand for them, or lead to significant fines, penalties, or liabilities for any noncompliance. Furthermore, concerns regarding privacy, data protection, cross-border data flows, and information security may cause our accounts customers to resist providing the data necessary to allow our accounts to use our services effectively. Even the perception that the privacy of data is not satisfactorily protected or does not meet regulatory requirements could inhibit sales of our software or services, and could limit adoption of our cloudbased offerings. We license thirdparty technologies for the development of certain software offerings, and, in some instances, we incorporate thirdparty technologies, including open source software, into our software. If we fail to maintain these licenses or are unable to secure alternative licenses on reasonable terms, our business could be adversely affected. We license third-party technologies to develop certain software offerings, and, in some cases, we incorporate thirdparty technologies into our own software, including technologies owned by our competitors. If we were to seek to expand the scope of this activity in the future, we could be required to obtain additional licenses and enter into longterm arrangements with third parties on whose technology we could become substantially dependent. If we are unable to use or license these thirdparty technologies on reasonable terms, including commercially justifiable royalty rates, or if these technologies fail to operate properly or be appropriately supported, maintained, or enhanced, we may not be able to secure alternatives in a timely manner and our ability to develop and commercialize our own software offerings could be adversely impacted. In addition, licensed technology may be subject to claims that it infringes others intellectual property rights and we may lose access to or have restrictions placed on our use of the licensed technology. We also incorporate open source software into our products. While we have attempted not to use open source code in a manner which could adversely impact our proprietary code, the terms of many open source licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to market or sell our products or to develop new products. Assertions by third parties of infringement or other violations by us of their intellectual property rights could result in significant costs and harm our business, financial condition, and results of operations. Vigorous protection and pursuit of intellectual property rights has resulted in protracted and expensive litigation for many companies in our industry. Although claims of this kind have not materially affected our business to date, there can be no assurance such claims will not arise in the future. Any claims or proceedings against us, regardless of whether meritorious, could be time consuming, result in costly litigation, require significant amounts of management time, result in the diversion of significant operational resources, or require us to enter into royalty or licensing agreements, any of which could harm our business, financial condition, and results of operations. Risks Related to Regulation and Litigation Recent and potential tariffs imposed by the U.S. government or a global trade war could increase the cost of our products and services and the cost of conducting our business, which could harm our business, financial condition, and results of operations. Recent and potential tariffs imposed by the U.S. government or a global trade war could increase the cost of our products and services and the cost of conducting our business, which could harm our business, financial condition, and results of operations. The U.S. government has threatened substantial changes to trade agreements and has raised the possibility of imposing significant increases on tariffs on goods imported into the U.S., particularly from China. The imposition of additional tariffs by the U.S. could result in the adoption of tariffs by other countries, leading to a global trade war. In addition, certain of these risks may be heightened as a result of changing political 23 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) climates. For example, the U.S. and China have been levying tariffs on their respective imports. Such tariffs could have a significant impact on our business and the business of our accounts. While we may attempt to renegotiate prices with suppliers or diversify our supply chain in response to tariffs, such efforts may not yield immediate results or may be ineffective. We might also consider increasing prices to the end consumer; however, this could reduce the competitiveness of our products and services, and adversely affect revenue. If we fail to manage these dynamics successfully, our gross margins and profitability could be adversely affected. We are subject to legal proceedings and regulatory inquiries, and we may be named in additional legal proceedings or become involved in regulatory inquiries in the future, any of which may be costly, distracting to our core business and could result in an unfavorable outcome, or harm on our business, financial condition, results of operations, cash flows, or the trading price for our securities. We are subject to various investigations, claims, and legal proceedings that arise in the ordinary course of business, including commercial disputes, labor and employment matters, tax audits, alleged infringement of intellectual property rights, and other matters. As the global economy has changed, our industry has seen an increase in litigation activity and regulatory inquiries. Like many other high technology companies, on a regular and ongoing basis, we receive inquiries from U.S. and foreign regulatory agencies regarding our business and our business practices, and the business practices of others in our industry. In the event that we are involved in significant disputes or are the subject of a formal action by a regulatory agency, we could be exposed to costly and time consuming legal proceedings that could result in any number of outcomes. Any claims or regulatory actions initiated by or against us, whether successful or not, could result in expensive costs of defense, costly damage awards, injunctive relief, increased costs of business, fines or orders to change certain business practices, significant dedication of management time, diversion of significant operational resources, or otherwise harm our business. In any of these cases, our financial results could be negatively impacted. Failure to comply with the U.S. Foreign Corrupt Practices Act (FCPA) and similar antibribery and anticorruption laws associated with our activities outside the U.S. could subject us to penalties and other adverse consequences. The majority of our revenues are from jurisdictions outside of the U.S. We are subject to the FCPA, which generally prohibits U.S. companies and their intermediaries from making payments to foreign officials for the purpose of directing, obtaining, or keeping business, and requires companies to maintain reasonable books and records and a system of internal accounting controls. The FCPA applies to companies and individuals alike, including company directors, officers, employees, and agents. Under the FCPA, U.S. companies may be held liable for corrupt actions taken by employees, strategic or local partners, or other representatives. In addition, the government may seek to rely on a theory of successor liability and hold us responsible for FCPA violations committed by companies or associated with assets that we acquire. We are subject to governmental sanctions compliance, and export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls. Our offerings may be subject to U.S. export controls and economic sanctions laws and regulations that restrict the delivery of our software and services to certain locations, governments, and persons. While we have processes in place to prevent our offerings from being exported in violation of these laws, including obtaining authorizations as appropriate and screening against U.S. government lists of restricted and prohibited persons, we cannot guarantee that these processes will prevent all violations of export control and sanctions laws. We may also decide to acquire companies whose past activities could give rise to potential liability under export control and sanctions laws. Such acquisitions may require substantial time and resources to integrate the acquired company into our compliance processes, to correct potential compliance gaps, and to remediate past potential violations by the acquired company, including through our own internal actions, voluntary selfdisclosures, or other measures. Further, if our channel partners fail to obtain appropriate import, export, or reexport licenses or permits, we may also be adversely affected, for example, through reputational harm, as well as other negative consequences including government investigations and penalties. Complying with export control and sanctions regulations for a particular sale may be timeconsuming and may result in the delay or loss of sales opportunities. 24 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) Violations of U.S. sanctions or export control laws can result in fines, penalties, denial of export and trading privileges, and seizure of goods and assets. Other consequences include negative publicity and harm to business reputation, increased government scrutiny (including intrusive audits, and increased difficulty obtaining government licenses and approvals), and/or remedial compliance measures as a condition of settling government charges. We may face exposure to product or professional liability claims that could cause us to be liable for damages. The use of our software, including AI-enabled offerings, could lead to the filing of product liability claims against us were someone to allege that our software provided inaccurate or incomplete information at any stage of the infrastructure lifecycle or otherwise failed to perform according to specifications. In the event that accounts or third parties sustain property damage, injury, death, or other loss in connection with their use of our software or infrastructure for which our software and services were used to engineer, we, along with others, may be sued, and whether or not we are ultimately determined to be liable, we may incur significant legal expenses, managements attention could be diverted from operations, and market acceptance of our software could decrease. Our risk of exposure to litigation in these situations could rise as our software and services are used for increasingly complex and highprofile infrastructure projects. Litigation could also impair our ability to obtain professional liability or product liability insurance or increase the cost of such insurance. These claims may be brought by individuals seeking relief on their own behalf or purporting to represent a class. In addition, product liability claims may be asserted against us in the future based on events we are not aware of at the present time. The limitations of our liability included in our contracts with accounts may not be enforceable or may not otherwise protect us from liability for damages. Additionally, we may be subject to claims that are not explicitly covered by contract, such as a claim directly by a third party. There is no assurance that our insurance coverage will be adequate to cover incurred liabilities or that we will be able to obtain acceptable product and professional liability coverage in the future. Risks Related to Our Indebtedness Our credit agreement, as amended, contains restrictive covenants that may limit our operating flexibility, and certain changes in ownership of equity interests in us by the Bentley Family (BarryJ. Bentley, GregoryS. Bentley, KeithA. Bentley, RaymondB. Bentley, and RichardP. Bentley, collectively (the Bentleys), certain other family members and trusts and other entities controlled by or primarily for the benefit of the Bentleys and their families) constitutes an event of default. Our second amended and restated credit agreement, entered into on October18, 2024 with a syndicate of banks (the Credit Facility), contains certain restrictive covenants that limit our ability to, among other things, incur indebtedness other than amounts under the Credit Facility and specified baskets, incur additional liens, merge or consolidate with other companies or consummate certain changes of control, enter into new lines of business, pay dividends to our stockholders, repurchase our common stock and outstanding indebtedness, make investments in and acquire other businesses, and transfer or dispose of assets. In certain circumstances, the agreement governing the Credit Facility may also limit our ability to transfer cash among our subsidiaries and between us and our subsidiaries, including our foreign subsidiaries. It also contains certain financial covenants, including a covenant requiring us not to permit the net senior secured leverage ratio to exceed 3.00 to 1.00 and a covenant requiring the fixed charge coverage ratio for any period of four consecutive fiscal quarters to not be less than 3.00 to 1.00, and financial reporting requirements. Borrowings under the Credit Facility are secured by a first priority security interest in substantially all of our U.S. assets and 65% of the stock of our and certain of our subsidiaries foreign subsidiaries. Further, if the Bentley Family ceases to collectively own equity interests in us representing at least 20% of the aggregate voting power of the Company, then such change in ownership will be an event of default under the agreement governing the Credit Facility and, among other things, the commitments under the Credit Facility may be terminated immediately and the outstanding loans and accrued interest may become due and payable immediately. 25 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) In addition, there is no guarantee that we will be able to generate sufficient cash flows or revenues to meet these financial covenants or pay the principal and interest on any debt. Furthermore, there is no guarantee that future working capital, borrowings, or equity financing will be available to repay or refinance any debt. Any inability to make scheduled payments or meet the financial covenants in the agreement governing the Credit Facility would adversely affect our business. We may incur substantial additional debt, which could exacerbate the risks described above. We may incur additional debt in the future. Although the agreement governing the Credit Facility contains restrictions on our ability to incur indebtedness, those restrictions are subject to a number of exceptions which permit us and our subsidiaries to incur substantial debt. Adding new debt to current debt levels could intensify the related risks that we and our subsidiaries now face. Refer to the section titled Liquidity and Capital Resources included in PartII, Item7 of this Annual Report on Form10K. Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flows from our business to pay our substantial debt. Our ability to make scheduled payments of the principal of, to pay interest on, or to refinance our indebtedness depends on our future performance, which is subject to economic, financial, competitive, and other factors beyond our control. Our business may not continue to generate cash flows from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flows, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt, or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations. In addition, any future indebtedness we may incur may contain financial and other restrictive covenants that limit our ability to operate our business, raise capital, or make payments under our other indebtedness. If we fail to comply with these covenants or to make payments under our indebtedness when due, then we would be in default under that indebtedness, which could, in turn, result in that and our other indebtedness becoming immediately payable in full. Risks Related to Our ClassB Common Stock We issued convertible notes that have rights senior to our ClassB common stock. In June 2021, we issued $575million aggregate principal amount of convertible senior notes due 2027 (the 2027Notes), which will mature on July1, 2027, unless earlier redeemed or repurchased by us or converted by the holder pursuant to their terms. The 2027Notes rank senior in right of payment to our ClassB common stock and any of our indebtedness that is expressly subordinated in right of payment to the 2027Notes; equal in right of payment to any of our liabilities that are not so subordinated; effectively junior in right of payment to any of our secured indebtedness, to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries. In the event of our bankruptcy, liquidation, reorganization, or other winding up, our assets that secure debt ranking senior or equal in right of payment to the 2027Notes will be available to pay obligations on the 2027Notes only after the secured debt has been repaid in full from these assets, and our assets will be available to pay common stockholders only after all debt obligations have been repaid. There may not be sufficient assets remaining to pay amounts due on any or all of the 2027Notes then outstanding or any or all shares of our ClassB common stock then outstanding. The accounting method for convertible debt securities that may be settled in cash, such as the 2027Notes, could have a material effect on our reported financial condition and results of operations. The accounting method for reflecting the 2027Notes on our consolidated balance sheets and reflecting the underlying shares of our ClassB common stock in our reported diluted earnings per share may adversely affect our reported earnings and financial condition. 26 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) Under the ifconverted method, diluted earnings per share will be calculated assuming that all the 2027Notes are converted solely into shares of ClassB common stock at the beginning of the reporting period, unless the result would be antidilutive. The application of the ifconverted method will reduce our reported diluted earnings per share. Furthermore, if any of the conditions to the convertibility of the 2027Notes is satisfied, then we may be required under applicable accounting standards to reclassify the liability carrying value of the 2027Notes as a current, rather than longterm, liability. This reclassification could be required even if no noteholders convert their notes and could materially reduce our reported working capital. The conditional conversion feature of the 2027Notes may adversely affect our financial condition and results of operations. In the event the conditional conversion feature of the 2027Notes is triggered, holders of the 2027Notes will be entitled to convert the 2027Notes at any time during specified periods at their option. If one or more holders elect to convert their 2027Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our ClassB common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their 2027Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 2027Notes as a current, rather than longterm, liability, which would result in a material reduction of our net working capital. Conversion of the 2027Notes will dilute the ownership interest of existing stockholders, including holders who had previously converted their 2027Notes, or may otherwise depress the price of our ClassB common stock. The conversion of some or all of the 2027Notes will dilute the ownership interests of existing stockholders to the extent we deliver shares upon conversion of any of the 2027Notes. Any sales in the public market of the ClassB common stock issuable upon such conversion could adversely affect prevailing market prices of our ClassB common stock. In addition, the existence of the 2027Notes may encourage short selling by market participants because the conversion of the 2027Notes could be used to satisfy short positions, or anticipated conversion of the 2027Notes into shares of our ClassB common stock could depress the price of our ClassB common stock. As of December31, 2025, without giving effect to any potential adjustments to the conversion rate set forth in the indenture or any limits on conversion, and assuming our ClassB common stock is trading at or above $83.23 per share for the 2027Notes, 6,908,567shares of our ClassB common stock would be issuable upon a full conversion of the 2027Notes. The capped call transactions entered into when we issued the 2027Notes may affect the value of our common stock. In connection with the issuance of the 2027Notes, we entered into capped call transactions with the respective option counterparties. The capped call transactions are expected generally to reduce the potential dilution upon conversion of the 2027Notes, and/or offset any cash payments we are required to make in excess of the principal amount of converted 2027Notes with such reduction and/or offset subject to a cap. In connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates entered into various derivative transactions with respect to our ClassB common stock concurrently with or shortly after the pricing of the 2027Notes. The option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding derivatives with respect to our ClassB common stock and/or purchasing or selling our ClassB common stock or other securities of ours in secondary market transactions prior to the maturity of the 2027Notes (and are likely to do so during any observation period related to a conversion of the 2027Notes). This activity could cause or avoid an increase or a decrease in the market price of our ClassB common stock. 27 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) The dual class structure of our common stock has the effect of concentrating voting control with the Bentley Control Group (the Bentleys and certain of their family members, trusts or other permitted transferees, as well as all other holders of our ClassA common stock in respect of such shares of ClassA common stock, who collectively are acting as a group). Our ClassA common stock has 29 votes per share, and our ClassB common stock, which is the class of common stock that is issuable upon conversion of the 2027Notes, and is the only class that is publicly traded and listed, has one vote per share. The beneficial owners of our ClassA common stock together hold approximately 53.5% of the voting power of our outstanding common stock as of December31, 2025. Moreover, as a result of the 29 to one voting ratio between our ClassA and ClassB common stock, the Bentley Control Group controls and will continue to control a majority of the combined voting power of our common stock and therefore is able to control all matters submitted to our stockholders for approval, subject to the occurrence of certain events that would reduce the voting power of our ClassA common stock or cause the conversion thereof. This concentrated control will limit or preclude stockholders ability to influence corporate matters for the foreseeable future and may have the effect of delaying, deferring or preventing a change in control, impeding a merger, consolidation, takeover, or other business combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our business, even if such a transaction would benefit other stockholders. The Bentley Control Group may also have interests that differ from those of other stockholders and may vote in a way with which other stockholders disagree and which may be adverse to such other stockholders interests. In addition, we are a controlled company for the purposes of Nasdaq Listing Rules, which provides us with exemptions from certain of the corporate governance standards imposed by the rules of The Nasdaq Global Select Market. These provisions further allow the Bentley Control Group to exercise significant control over our corporate decisions and limit the ability of the public stockholders to influence our decision making. The choice of forum provision in our amended and restated certificate of incorporation could limit our stockholders ability to obtain a favorable judicial forum for disputes with us or our directors, officers or colleagues. Our amended and restated certificate of incorporation provides that, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware is the sole and exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a claim of a breach of fiduciary duty owed by any of our directors or officers, any action asserting a claim against us arising pursuant to Delaware General Corporation Law, our amended and restated certificate of incorporation or amended and restated bylaws, or any action seeking to interpret, apply, enforce, or determine the validity of our amended and restated certificate of incorporation or amended and restated bylaws, and any action asserting a claim against us that is governed by the internal affairs doctrine. In addition, the choice of forum provision provides that, to the extent permitted by applicable law, claims brought under the Securities Act or the Exchange Act must be brought exclusively in the federal district court for the District of Delaware. Despite the choice of forum provision, investors cannot waive compliance with federal securities laws and rules and regulations thereunder. The choice of forum provision may limit a stockholders ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other colleagues, which may discourage such lawsuits against us and our directors, officers, and other colleagues. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business, financial condition, and results of operations. 28 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) General Risk Factors Global economic and political conditions may negatively impact our business, financial condition, results of operations, and cash flows. Our operations and performance depend significantly on foreign and domestic economic and political conditions. Uncertainty regarding economic and political conditions may negatively impact us as accounts defer spending or postpone infrastructure projects in response to tighter credit, higher unemployment, higher interest rates, higher inflation, increases on tariffs, financial market volatility, government austerity programs, negative financial news, declining valuations of investments, and other factors. In addition, certain of our accounts budgets may be constrained and they may be unable to procure our offerings at the same level as in prior periods. Our accounts ability to pay for our software and services may also be impaired, which may lead to an increase in our allowance for doubtful accounts and writeoffs of accounts receivable. Since we are exposed to the majority of major world markets, uncertainty in any significant market may negatively impact our performance and results, particularly with respect to our largest geographic accounts. Our accounts include government entities, including the U.S. government, and if spending cuts impede the ability of governments to purchase our products and services, our revenues could decline. In addition, a number of our accounts rely, directly and indirectly, on government spending. We are unable to predict economic conditions or the likelihood of additional economic uncertainty arising in any of our key markets. Changes in economic conditions could result in us not meeting our revenue growth objectives and could harm our business, financial condition, results of operations, and cash flows. Geopolitical trends toward nationalism and protectionism and the weakening or dissolution of international trade pacts in response to changing trade policies may increase the cost of, or otherwise interfere with, conducting our business including supply chain disruptions, and reduced competitiveness due to the imposition of trade barriers. These trends have increased levels of political and economic unpredictability globally, and may increase the volatility of global financial markets; the impact of such developments on the global economy remains uncertain. Political instability or adverse political developments, including, without limitation, as a result of or in connection with trade relations between the U.S., E.U., and China, as well as terrorist attacks, cyber events, armed conflicts (or the threat or escalation thereof), bank failures, civil unrest, espionage, natural disasters, epidemics, and pandemics in any of the countries in which we do business could harm our business, financial condition, results of operations, and cash flows. Changes in existing financial accounting standards or practices, or taxation rules or practices may adversely affect our results of operations. Changes in existing accounting or taxation rules or practices, new accounting pronouncements or taxation rules, or varying interpretations of current accounting pronouncements or taxation practices could have a significant adverse effect on our results of operations or the way we conduct our business. Further, such changes could potentially affect our reporting of transactions completed before such changes are effective. Additionally, our effective tax rate is subject to volatility related to the tax effects associated with the accounting for stockbased compensation including as a result of price changes in our ClassB common stock. If our goodwill or amortizable intangible assets become impaired, then we could be required to record a significant charge to earnings. U.S. generally accepted accounting principles (GAAP) requires us to test for goodwill impairment at least annually. In addition, we assess our goodwill and amortizable intangible assets for impairment if events occur or circumstances change that would more likely than not reduce its fair value below its carrying value, including declines in stock price, market capitalization, or cash flows, and slower growth rates in our industry. Depending on the results of our assessment, we could be required to record a significant impairment charge in our consolidated financial statements during the period in which any impairment of our goodwill or amortizable intangible assets was determined, negatively impacting our results of operations. 29 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) Item 1B. Unresolved Staff Comments None. Item 1C. Cybersecurity We maintain a comprehensive process for: (i)identifying the assets, threats, and vulnerabilities that affect our information systems and networks; (ii)analyzing the likelihood and impact of potential cyberattacks on our assets, operations, and objectives; (iii)evaluating the existing cybersecurity controls and measures that we have in place to prevent, detect, and respond to cyberattacks; and (iv)implementing and monitoring the appropriate cybersecurity solutions and practices that reduce our cyber risk exposure and enhance our cyber resilience. In doing so, our Information Security Team, which is comprised of dedicated privacy and security professionals and run by our Chief Information Security Officer (CISO), stays abreast of security industry and threat trends, and regularly seeks to improve our cybersecurity risk management program. Our executive leadership team, with input and guidance from our CISO, is responsible for our overall enterprise risk management system and processes, and regularly considers cybersecurity risks in the context of other material risks to the Company. Our CISO, who has over 15years experience in cybersecurity and 30years experience in software engineering, design, and development, has been with the Company for more than tenyears and has helped grow the Companys Information Security Team into its current mature form. As part of our overall cybersecurity strategy, as and when we detect cybersecurity threats, our Information Security Team documents the relevant incident details, assesses the impact and severity of it, identifies the root cause and corrective actions, and communicates the incident to our CISO and any other relevant parties as needed. We also seek to address cybersecurity risks associated with our third-party vendors by making our Information Security Team a key part of relevant vendor onboarding, whereby we conduct comprehensive risk assessments of such vendors cybersecurity policies and practices. When necessary, we utilize third party auditors and consultants to assess third-party cybersecurity risks, and we consult with outside counsel as appropriate, including on materiality analysis and disclosure matters. Our senior management makes the final materiality determinations and disclosure and other compliance decisions. Our full Board of Directors has oversight responsibility for risks and incidents relating to cybersecurity risk. The Board of Directors reviews and discusses with management our policies and practices regarding risk assessment and management, including planning regarding business continuity and cybersecurity. In addition, the Board of Directors receives regular reports from management on cybersecurity matters, including areas such as strategic plans and programs, threat intelligence, major cybersecurity risk areas, regulations, and cybersecurity incidents. Our management team, including our Chief Information Officer (CIO), Chief Technology Officer (CTO), and Chief Legal Officer (CLO), are responsible for assessing and managing material risks from cybersecurity threats, including supervision of our internal security incident response team. Each of these leaders have extensive experience assessing and managing cybersecurity programs and risk. Our CIO joined Bentley in 2025 and is responsible for the Companys internal technology infrastructure, systems, data, and security. Our CIO has over 25 years of experience as a technologist across a wide variety of industries. She brings significant experience leading enterprise technology organizations and developing cybersecurity and dataprotection practices to support largescale operational environments. Our CTO joined Bentley in 2021 and is the principal architect of the Companys technology directions. Our CTO has over 20 years of technology leadership experience in startups, scaleups, and large organizations. His strategic role includes ensuring that our software development and engineering are secure, resilient, and aligned with risk management needs. Our CLO has been with Bentley since 1998 and is responsible for the day-to-day operations of the global Law and Corporate Advancement team. Our CLO brings deep expertise in legal and regulatory frameworks, including cybersecurity and data protection, ensuring the organizations compliance with evolving regulations. He leads a global privacy team focused on best practices in safeguarding sensitive information and proactively manages risks related to cyber threats and privacy concerns. 30 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) Our management team brings extensive expertise in identifying and addressing cybersecurity risks across enterprise operations, encompassing information technology, information security, privacy and data protection, product security, physical security, and legal and regulatory considerations. Additionally, our leadership team has substantial experience in overseeing risk management programs and possesses a deep understanding of the challenges faced by enterprise organizations. Their significant operational background enables them to offer valuable guidance in developing, executing, and evaluating our strategic operating plan. Our business strategy, results of operations, and financial condition have not been materially affected by risks from cybersecurity threats, but we cannot provide assurance that they will not be materially affected in the future by such risks or any future material incidents. For more information on our cybersecurity related risks, refer to Item1A. Risk Factors of this Annual Report on Form10K. Item 2. Properties We own our corporate headquarters, which is located in Exton, Pennsylvania. Our headquarters accommodates our principal software engineering, sales, marketing professional services, and administrative activities. In addition to our headquarters, we own one other location in India, which is used for product development and technical support. We lease facilities in 96locations in the U.S. and internationally through our foreign subsidiaries. We believe our properties are in good operating condition and are suitable and adequate for our business operations. Item 3. Legal Proceedings We are subject from time to time to various legal proceedings and claims which arise in the ordinary course of our business. Although the outcome of these and other claims cannot be predicted with certainty, we do not believe that the ultimate resolution of pending matters will have a material adverse effect on our financial condition, results of operations, or cash flows. We currently believe that we do not have any material litigation pending against us. Item 4. Mine Safety Disclosures Not applicable. 31 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) PART II Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information for Common Stock Our ClassB common stock is traded on the Nasdaq Stock MarketLLC under the symbol BSY. There is no established public trading market for our ClassA common stock. See Note13 to our consolidated financial statements included in PartII, Item8 of this Annual Report on Form10K for more information about the terms of our common stock. Stockholders As of January30, 2026, there were 15holders of record of our ClassA common stock and 1,434holders of record of our ClassB common stock. Because many of our shares of ClassB common stock are held by brokers or other institutions on behalf of stockholders, we are unable to estimate the total number of ClassB stockholders represented by the record holders. Dividend Policy The declaration and payment of dividends is within the discretion of our Board of Directors. We paid quarterly dividends of $0.07per share of common stock during the year ended December31, 2025, $0.06per share of common stock during the year ended December31, 2024, and $0.05per share of common stock during the year ended December31, 2023. 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. Securities Authorized for Issuance Under Equity Compensation Plans Refer to PartIII, Item12 of this Annual Report on Form10K. Recent Sales of Unregistered Equity Securities From October1, 2025 to December31, 2025, we issued 22,341shares of our ClassB common stock in connection with distributions from our amended and restated Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan (the DCP). None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. Unless otherwise stated, the sales of the above securities were deemed to be exempt from registration under the SecuritiesAct in reliance on Rule701 promulgated under Section3(b) of the SecuritiesAct as transactions by an issuer pursuant to benefit plans and contracts relating to compensation as provided under Rule701. All recipients had adequate access, through their relationships with us, to information about us. The issuance of these securities were made without any general solicitation or advertising. 32 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) Issuer Purchases of Equity Securities The following table reflects our ClassB common stock we repurchased during the three months ended December31, 2025: | | | Total Number of | Approximate Dollar | | | Shares Purchased | Value of Shares | | | as Part of | that May Yet Be | | | Total Number of | Average Price | Publicly Announced | Purchased Under | | | Period | Shares Purchased | Paid per Share | Program (1) | the Program (2) | | | October 1, 2025 to October 31, 2025 | | $ | | | $ | 98,358,335 | | | November 1, 2025 to November 30, 2025 | 981,911 | $ | 43.28 | 981,911 | $ | 499,058,147 | | | December 1, 2025 to December 31, 2025 | 447,859 | $ | 39.07 | 447,859 | $ | 481,558,236 | | | Total | 1,429,770 | $ | 41.96 | 1,429,770 | | | | | | (1)Represents shares purchased in openmarket transactions under the repurchase program approved by our Board of Directors.(2)These amounts correspond to the program publicly announced and approved by our Board of Directors in March2024 and November 2025 that authorized the repurchase of up to $200million and $500million, respectively, of our ClassB common stock and/or outstanding convertible senior notes. The updated $500million authorization expires on December31, 2028 and supersedes our prior $200million authorization, which was set to expire on June30, 2026.Item 6. [Reserved]33Table of ContentsItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsThe following discussion should be read in conjunction with our audited consolidated financial statements and notes thereto included in PartII, Item8 of this Annual Report on Form10K. In addition to historical information, this discussion contains forwardlooking statements that involve risks, uncertainties, and assumptions that could cause actual results to differ materially from managements expectations. Factors that could cause such differences are set forth in PartI, Item1A. Risk Factors of this Annual Report on Form10K. Refer to Item7. Managements Discussion and Analysis of Financial Condition and Results of Operations in our 2024 Annual Report on Form10K for managements discussion and analysis of financial condition and results of operations for the year ended December31, 2024 compared to the year ended December31, 2023.All amounts presented in this Managements Discussion and Analysis of Financial Condition and Results of Operations, except share and per share amounts, are presented in thousands. Additionally, many of the amounts and percentages have been rounded for convenience of presentation. Minor differences in totals and percentage calculations may exist due to rounding.Overview:Bentley Systems is the infrastructure engineering software company. Our purpose is to advance the worlds infrastructure for better quality of life. Our mission is to reshape how infrastructure systems and critical resources are delivered and optimized. We manage our business globally within one reportable segment, the development and marketing of computer software and related services, which is consistent with how our chief operating decision maker (CODM) reviews and manages our business.Executive Summary:Total revenues were $1,501,779 for the year ended December31, 2025, up 11.0% or 10.1% on a constant currency basis(1) compared to the prior year;Subscriptions revenues were $1,376,696 for the year ended December31, 2025, up 12.5% or 11.7% on a constant currency basis(1) compared to the prior year;ARR(2) was $1,462,145 as of December31, 2025, compared to $1,283,256 as of December31, 2024; Constant currency(1) ARR growth rate(2) was 11.5%;Last twelve-month recurring revenues dollar-based net retention rate(2) was 109% as of December31, 2025, compared to 110% as of December31, 2024;Operating income was $362,621 for the year ended December31, 2025, compared to $302,150 for the prior year;Adjusted operating income less stock-based compensation expense (AOIlessSBC) (previously titled Adjusted operating income inclusive of stock-based compensation expense (Adjusted OI w/SBC))(1) was $429,917 for the year ended December31, 2025, compared to $372,222 for the prior year; andCash flows from operating activities were $538,464 for the year ended December31, 2025, compared to $435,292 for the prior year. | | | | (1)Constant currency and AOIlessSBC are nonGAAP financial measures. Refer to the NonGAAP Financial Measures section for additional information, including our definitions and our uses of constant currency and AOIlessSBC.(2)Refer to the Key Business Metrics section for additional information, including our definitions and our uses of ARR, ARR growth rate, and recurring revenues dollar-based net retention rate.34Table of ContentsResults of Operations:Our results of operations have been, and in the future will be, affected by changes in foreign currency exchange rates. For the years ended December31, 2025, 2024, and 2023, approximately 33%, 34%, and 35%, respectively, of our total revenues and 45%, 42%, and 45%, respectively, of our total operating expenses were denominated in a currency other than the U.S. dollar including most significantly: euros, British pounds, Canadian dollars, Australian dollars, Chinese yuan renminbi, and New Zealand dollars. Other than the natural hedge attributable to matching revenues and expenses in the same currencies, we do not currently hedge foreign currency exposure. Additionally, because we have operations in, and derive revenue from, geographies around the world, we will continue to monitor the impact of tariffs and other trade policies on our business and the businesses of our accounts, as well as on our financial condition, results of operations, and/or cash flows.We identify the effects of foreign currency on our operations and present constant currency growth rates and fluctuations because we believe exchange rates are an important factor in understanding periodoverperiod comparisons and enhance the understanding of our results and evaluation of our performance. Refer to the NonGAAP Financial Measures section for additional information, including our definition and our use of constant currency.RevenuesWe generate revenues from subscriptions, perpetual licenses, and services. Our total revenues are diversified by account type, size, and geographic region. The majority of our revenue growth, excluding the impact from acquisitions, is driven by additional subscriptions revenues from existing accounts using the same products. To a lesser extent, our revenue growth is attributable to subscriptions revenues from new accounts and subscriptions revenues from existing accounts using new products. We believe that we have a loyal account base, with over 70% of our total revenues for the years ended December31, 2025, 2024, and 2023 generated from organizations that have been our accounts for over ten years.In addition to our results of operations discussed below, the following is supplemental data of our revenues: | | | Year Ended December31, | | | (as a percentage of total revenues) | 2025 | 2024 | 2023 | | | Revenues from: | | | Direct sales channels | 94 | % | 93 | % | 92 | % | | | Indirect channel partners | 6 | % | 7 | % | 8 | % | | | | | Revenues from: | | | Subscriptions | 92 | % | 90 | % | 88 | % | | | Recurring services | 1 | % | 1 | % | 1 | % | | | Total recurring revenues | 93 | % | 91 | % | 89 | % | | | Perpetual licenses and other services | 7 | % | 9 | % | 11 | % | | | | | Largest account represents no more than | 2 | % | 2 | % | 2 | % | | The volume, mix, and duration of contract types starting or renewing in any given period may have a material impact on revenue in the period, and as a result can impact the comparability of reported revenue period-over-period. Our subscriptions, perpetual licenses, and services offerings are recognized pursuant to applicable GAAP guidance. See Note3 to our consolidated financial statements included in PartII, Item8 of this Annual Report on Form10K for additional information on our revenues. We believe that subscription revenues will continue to comprise a majority of our total revenues. 35 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) Consolidated Revenues | | | % Change | % Change | | | 2024 to 2025 | 2023 to 2024 | | | Constant | Constant | | | Year Ended December31, | Currency | Currency | | | 2025 | 2024 | 2023 | % | %(1) | % | %(1) | | | Subscriptions | $ | 1,376,696 | $ | 1,223,362 | $ | 1,080,307 | 12.5 | % | 11.7 | % | 13.2 | % | 13.4 | % | | | Perpetual licenses | 46,180 | 45,961 | 46,038 | 0.5 | % | 0.1 | % | (0.2 | %) | 0.5 | % | | | Subscriptions and licenses | 1,422,876 | 1,269,323 | 1,126,345 | 12.1 | % | 11.2 | % | 12.7 | % | 12.9 | % | | | Services | 78,903 | 83,772 | 102,068 | (5.8 | %) | (6.6 | %) | (17.9 | %) | (18.2 | %) | | | Total revenues | $ | 1,501,779 | $ | 1,353,095 | $ | 1,228,413 | 11.0 | % | 10.1 | % | 10.1 | % | 10.3 | % | | | | | | (1)Constant currency is a nonGAAP financial measure. Refer to the NonGAAP Financial Measures section for additional information, including our definition and our use of constant currency, and for a reconciliation of constant currency growth rates.The increase in total revenues for the year ended December31, 2025 was primarily driven by an increase in subscriptions revenues, partially offset by a decrease in services revenues.Subscriptions. For the year ended December31, 2025, the increase in subscriptions revenues was driven by improvements in our business performance of $153,334 ($142,592 on a constant currency basis). Our business performance includes the impact from programmatic acquisitions, which generally are immaterial, individually and in the aggregate.For the year ended December31, 2025, the improvements in business performance were primarily driven by expansion from accounts with revenues in the prior period (existing accounts), and growth of 2.5% attributable to new accounts, most notably small- and medium-sized accounts. Improvements in business performance for the year ended December31, 2025 were led by Bentley Open Applications, followed by Seequent applications, and Bentley Infrastructure Cloud.Perpetual licenses. For the year ended December31, 2025, perpetual licenses revenues were flat compared to the prior year.Services. For the year ended December31, 2025, the decrease in services revenues was driven by a decline in our business performance of $4,869 ($5,548 on a constant currency basis), primarily due to the winding down of a large services project in the beginning of 2025.Revenues by Geographic RegionRevenue from external customers is attributed to individual countries based upon the location of the customer. | | | % Change | % Change | | | 2024 to 2025 | 2023 to 2024 | | | Constant | Constant | | | Year Ended December31, | Currency | Currency | | | 2025 | 2024 | 2023 | % | %(1) | % | %(1) | | | Americas | $ | 790,495 | $ | 717,002 | $ | 650,926 | 10.3 | % | 10.4 | % | 10.2 | % | 10.5 | % | | | EMEA | 436,828 | 388,384 | 353,550 | 12.5 | % | 9.2 | % | 9.9 | % | 9.1 | % | | | APAC | 274,456 | 247,709 | 223,937 | 10.8 | % | 10.7 | % | 10.6 | % | 11.8 | % | | | Total revenues | $ | 1,501,779 | $ | 1,353,095 | $ | 1,228,413 | 11.0 | % | 10.1 | % | 10.1 | % | 10.3 | % | | | | | | (1)Constant currency is a non-GAAP financial measure. Refer to the Non-GAAP Financial Measures section for additional information, including our definition and our use of constant currency, and for a reconciliation of constant currency growth rates.36Table of ContentsAmericas. For the year ended December31, 2025, the increase in revenues from the Americas was primarily driven by improvements in our business performance of $73,493 ($74,816 on a constant currency basis).The improvements in business performance for the year ended December31, 2025 were primarily due to expansion of our subscriptions revenues from existing accounts in the U.S., as well as increases in our subscriptions revenues from new accounts.EMEA. For the year ended December31, 2025, the increase in revenues from EMEA was primarily driven by improvements in our business performance of $48,444 ($35,754 on a constant currency basis).The improvements in business performance for the year ended December31, 2025 were primarily due to expansion of our subscriptions revenues from existing accounts in the United Kingdom (U.K.) and the Middle East, as well as increases in our subscriptions revenues from new accounts, partially offset by a decline in services revenues.APAC. For the year ended December31, 2025, the increase in revenues from APAC was primarily driven by improvements in our business performance of $26,747 ($26,524 on a constant currency basis).The improvements in business performance for the year ended December31, 2025 were primarily due to expansion of our subscriptions revenues from existing accounts in Australia and India, as well as increases in our subscriptions revenues from new accounts.Additionally, for the year ended December31, 2025, our revenues in China were essentially flat. Our perpetual licenses revenues in China increased primarily due to expansion from new accounts, partially offset by a decline from existing accounts. Our subscriptions revenues in China decreased primarily due to a decline from existing accounts, partially offset by an increase from new accounts.The future results in China remain uncertain as a result of continued geopolitical challenges, the obstacles there to clouddeployed software, and the financial timing impact of the preference there for license sales, rather than subscriptions.Cost of Revenues and Operating ExpensesHeadcount-Related CostsFor the years ended December31, 2025, 2024, and 2023, approximately 80% of our aggregate cost of revenues, research and development, selling and marketing, and general and administrative expenses were represented by what we refer to herein as headcountrelated costs. These costs primarily include salaries, benefits, bonuses, stockbased compensation expense, employment taxes, travel, training, and realignment and optimization of our colleagues, and thirdparty personnel expenses and related overhead. Our headcountrelated costs are variable in nature. We actively manage these costs to align to our trending run rate of revenue performance, with the objective of enhancing visibility and predictability of resulting operating profit margins.During the fourth quarter of 2023, we approved a strategic realignment program to better serve our accounts and to better align resources with the strategy of the business, including reinvestment in go-to-market functions, as well as in AI in product development (the 2023 Program). The realignment program resulted in realignment costs of $847 and $12,579 for the years ended December31, 2024 and 2023, respectively, which represent termination benefits for colleagues whose roles were impacted (less than five percent of total headcount). See Note21 to our consolidated financial statements included in PartII, Item8 of this Annual Report on Form10K for additional information. The 2023 Program activities, including payments of termination benefits, were completed as of December31, 2024.37Table of ContentsCost of Revenues | | | % Change | % Change | | | 2024 to 2025 | 2023 to 2024 | | | Constant | Constant | | | Year Ended December31, | Currency | Currency | | | 2025 | 2024 | 2023 | % | %(1) | % | %(1) | | | Cost of subscriptions and licenses | $ | 201,405 | $ | 173,340 | $ | 169,406 | 16.2 | % | 15.9 | % | 2.3 | % | 2.4 | % | | | Cost of services | 76,125 | 84,427 | 96,677 | (9.8 | %) | (10.8 | %) | (12.7 | %) | (12.8 | %) | | | Total cost of revenues | $ | 277,530 | $ | 257,767 | $ | 266,083 | 7.7 | % | 7.1 | % | (3.1 | %) | (3.1 | %) | | | | | | (1)Constant currency is a non-GAAP financial measure. Refer to the Non-GAAP Financial Measures section for additional information, including our definition and our use of constant currency, and for a reconciliation of constant currency growth rates.Cost of subscriptions and licenses. Cost of subscriptions and licenses expenses primarily include headcountrelated costs, as well as cloudrelated costs incurred for servicing our accounts using cloud provisioned offerings and our license administration platform. Cost of subscriptions and licenses expenses also include channel partner compensation for providing sales coverage to users, depreciation of property and equipment, amortization of capitalized software costs associated with servicing software subscriptions and our Accelerated Commercial Development Program (ACDP), and amortization of intangible assets associated with acquired software and technology.For the year ended December31, 2025, on a constant currency basis, cost of subscriptions and licenses expenses increased primarily due to an increase in headcountrelated costs of $15,149, mainly due to an increase in annual and other compensation costs, and an increase in cloud-related costs of $10,007.Cost of services. Cost of services expenses primarily include headcountrelated costs, as well as depreciation of property and equipment, and amortization of capitalized software costs used for providing training, implementation, configuration, and customization services to accounts.For the year ended December31, 2025, on a constant currency basis, cost of services expenses decreased primarily due to a decrease in headcountrelated costs of $6,718, mainly due to a reduction in thirdparty personnel costs, and to a lesser extent, lower annual and other compensation costs.Operating Expenses | | | % Change | % Change | | | 2024 to 2025 | 2023 to 2024 | | | Constant | Constant | | | Year Ended December31, | Currency | Currency | | | 2025 | 2024 | 2023 | % | %(1) | % | %(1) | | | Research and development | $ | 307,576 | $ | 281,247 | $ | 274,619 | 9.4 | % | 9.1 | % | 2.4 | % | 2.7 | % | | | Selling and marketing | 289,543 | 255,177 | 224,336 | 13.5 | % | 12.8 | % | 13.7 | % | 14.1 | % | | | General and administrative | 217,332 | 210,374 | 180,738 | 3.3 | % | 2.9 | % | 16.4 | % | 16.5 | % | | | Deferred compensation plan | 14,409 | 12,382 | 13,580 | 16.4 | % | 16.4 | % | (8.8 | %) | (8.8 | %) | | | Amortization of purchased intangibles | 32,768 | 33,998 | 38,515 | (3.6 | %) | (3.8 | %) | (11.7 | %) | (11.8 | %) | | | Total operating expenses | $ | 861,628 | $ | 793,178 | $ | 731,788 | 8.6 | % | 8.2 | % | 8.4 | % | 8.6 | % | | | | | | (1)Constant currency is a non-GAAP financial measure. Refer to the Non-GAAP Financial Measures section for additional information, including our definition and our use of constant currency, and for a reconciliation of constant currency growth rates.38Table of ContentsResearch and development. Research and development expenses primarily consist of headcountrelated costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external accounts, before technological feasibility is reached, which is generally shortly before the release of such products. Our research and development roadmap balances technology advances and new offerings with continuous enhancements to existing offerings. Our allocation of research and development resources is based on a costbenefit analysis of acquiring available technology in the marketplace versus developing our own software. We anticipate that we will continue to make substantial investments in research and development because we believe the infrastructure engineering software market presents compelling opportunities for the application of new technologies that advance our current offerings.For the year ended December31, 2025, on a constant currency basis, research and development expenses increased primarily due to an increase in headcountrelated costs of $25,665, mainly due to increases in headcount, and annual and other compensation costs, and to a lesser extent, higher colleague separation costs. Headcountrelated costs for the year ended December31, 2024 were lower due to runrate savings as a result of the 2023Program.Selling and marketing. Selling and marketing expenses primarily include headcountrelated costs, as well as the expense of online marketing, product marketing and other brandbuilding activities, such as advertising, trade shows, and expositions, and various sales and promotional programs. We anticipate that we will continue to make strategic investments in our global business systems and methods to enhance major account sales activities and to support our worldwide sales and marketing strategies, and the business in general.For the year ended December31, 2025, on a constant currency basis, selling and marketing expenses increased primarily due to an increase in headcountrelated costs of $24,174, mainly due to increases in headcount, and annual and other compensation costs, and an increase in promotional costs of $6,216. Headcountrelated costs for the year ended December31, 2024 were lower due to runrate savings as a result of the 2023Program.General and administrative. General and administrative expenses primarily include headcountrelated costs for our finance, human resources, and legal functions, as well as professional fees for legal and accounting services. General and administrative expenses also include acquisition costs, which consist of costs related to legal, accounting, valuation, insurance, and other consulting and transaction fees. Acquisition costs may drive fluctuations in general and administrative expenses depending on the timing of business combinations.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.For the year ended December31, 2025, on a constant currency basis, general and administrative expenses increased primarily due to an increase in headcountrelated costs of $4,412, mainly due to increases in headcount, and annual and other compensation costs, partially offset by lower incentive compensation expense related to the reduction in GregoryS. Bentleys fractional interest under the amended and restated Bentley Systems, Incorporated Bonus Pool Plan (the Bonus Plan) as part of Mr.Bentleys transition to the role of Executive Chair effective July1, 2024. Additionally, during the year ended December31, 2024, we recognized approximately $2,200 of other corporate initiatives expenses, which did not recur in the current year.Deferred compensation plan. Deferred compensation plan reflects the expense (income) recorded related to changes in deferred compensation plan liabilities, which are marked to market at the end of each reporting period.For the year ended December31, 2025, deferred compensation plan expense was attributable to the marked to market impact on deferred compensation plan liability balances period over period.Amortization of purchased intangibles. Amortization of purchased intangibles includes the amortization of acquired nonproduct related intangible assets, primarily customer relationships, trademarks, and noncompete agreements recorded in connection with completed acquisitions.39Table of ContentsFor the year ended December31, 2025, on a constant currency basis, amortization of purchased intangibles decreased primarily due to previously acquired intangible assets that continue to become fully amortized and lower acquisition activity as compared to prior years.Interest Expense, Net | | | % Change | | | Year Ended December31, | 2024 | 2023 | | | 2025 | 2024 | 2023 | to 2025 | to 2024 | | | Interest expense | $ | (15,322) | $ | (24,774) | $ | (41,331) | (38.2 | %) | (40.1 | %) | | | Interest income | 2,887 | 2,730 | 1,538 | 5.8 | % | 77.5 | % | | | Interest expense, net | $ | (12,435) | $ | (22,044) | $ | (39,793) | (43.6 | %) | (44.6 | %) | | Interest expense, net primarily represents interest expense on our credit facility borrowings and outstanding convertible senior notes, amortization of deferred debt issuance costs, and interest income from our investments in money market funds. The majority of our debt is protected from rising interest rates, through either very low fixed coupon interest on our convertible notes or our $200,000 interest rate swap, which expires in 2030. For the year ended December31, 2025, interest expense, net decreased primarily due to lower weighted average debt outstanding under the credit facilities as compared to the prior year. Other Income (Expense), Net | | | Year Ended December31, | | | 2025 | 2024 | 2023 | | | (Loss) gain from: | | | Change in fair value of interest rate swap | $ | (10,238) | $ | 10 | $ | (5,038) | | | Foreign exchange (1) | 2,578 | 939 | 2,497 | | | | | | | | | | | Receipts related to interest rate swap | 7,390 | 9,309 | 8,803 | | | Other income (expense), net (2) | 817 | 2,691 | (13,484) | | | Total other income (expense), net | $ | 547 | $ | 12,949 | $ | (7,222) | | | | | | (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 income (expense), net for the year ended December31, 2023 includes non-marketable equity investment impairment and other charges of $(16,988), partially offset by gains on non-marketable equity investments of $2,360.Provision (Benefit) for Income Taxes | | | Year Ended December31, | | | 2025 | 2024 | 2023 | | | Income before income taxes | $ | 350,733 | $ | 293,055 | $ | 183,527 | | | Provision (benefit) for income taxes | $ | 72,977 | $ | 58,726 | $ | (143,241) | | | Effective tax rate | 20.8 | % | 20.0 | % | (78.0 | %) | | Provision (benefit) for income taxes includes the aggregate consolidated income tax expense for U.S.domestic and foreign income taxes. For the year ended December31, 2025, the effective tax rate was higher as compared to the year ended December31, 2024 primarily due to the decrease in tax benefits related to stockbased compensation, net of the impact from officer compensation limitation provisions, recognized in the current year. 40 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) On July4, 2025, President Trump signed into law the One Big Beautiful Bill Act (OBBBA). The OBBBA includes the permanent extension of certain expiring provisions of the U.S. Tax Cuts and Jobs Act (the JOBS Act), modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates. The OBBBA had a favorable impact on our cash paid for income taxes in 2025, with continued cash tax favorability expected in 2026, primarily attributable to the change in restoring immediate U.S. tax deductions for domestic research and development expenses. The OBBBA did not have a material impact on the effective tax rate for the year ended December31, 2025. Key Business Metrics: In addition to our results of operations discussed above, we believe the following presentation of key business metrics provides additional useful information to investors regarding our results of operations. To the extent material, we disclose below the additional purposes, if any, for which our management uses these key business metrics. Our key business metrics may vary significantly from period to period for reasons unrelated to our operating performance and may differ from similarly titled measures presented by other companies. | | | December31, | | | 2025 | 2024 | 2023 | | | ARR | $ | 1,462,145 | $ | 1,283,256 | $ | 1,174,774 | | | Last twelve-months recurring revenues | $ | 1,391,350 | $ | 1,238,004 | $ | 1,096,677 | | | Twelve-months ended constant currency (1): | | | ARR growth rate | 11.5 | % | 12 | % | 12.5 | % | | | Account retention rate | 99 | % | 99 | % | 98 | % | | | Recurring revenues dollar-based net retention rate | 109 | % | 110 | % | 109 | % | | | | | | (1)Constant currency is a non-GAAP financial measure. Refer to the Non-GAAP Financial Measures section for additional information, including our definition and our use of constant currency.Recurring RevenuesRecurring revenues are the basis for our other revenue-related key business metrics. We believe this measure is useful in evaluating our ability to consistently retain and grow our revenues within our existing accounts.Recurring revenues are subscriptions revenues that recur monthly, quarterly, or annually with specific or automatic renewal clauses and professional services revenues in which the underlying contract is based on a fixed fee and contains automatic annual renewal provisions.ARRARR 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 twelvemonth recurring revenues dollarbased net retention rate, is a leading indicator of revenue growth.ARR is defined as the sum of the annualized value of our portfolio of contracts that produce recurring revenues as of the last day of the reporting period, and the annualized value of the last three months of recognized revenues for our contractually recurring consumptionbased software subscriptions with consumption measurement durations of less than one year, calculated using the spot foreign currency exchange rates. We believe that the last three months of recognized revenues, on an annualized basis, for our recurring software subscriptions with consumption measurement period durations of less than one year is a reasonable estimate of the annual revenues, given our consistently high retention rate and stability of usage under such subscriptions.41Table of ContentsARR resulting from the annualization of recurring contracts with consumption measurement durations of less than one year, as a percentage of total ARR, was 51%, 50%, and 47% as of December31, 2025, 2024, and 2023, respectively, with our E365 subscription offering representing 46%, 45%, and 41% of total ARR as of December31, 2025, 2024, and 2023, respectively.Constant currency ARR growth rate is the growth rate of ARR measured on a constant currency basis. In reporting period-over-period ARR growth rates in constant currency, we calculate constant currency growth rates by translating current and prior period ARR on a transactional basis to our reporting currency using current year budget exchange rates. We believe that ARR growth is an important metric indicating the scale and growth of our business.Last TwelveMonths Recurring RevenuesLast twelvemonth 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 dollarbased net retention rates, as well as the addition of new accounts with recurring revenues.Last twelvemonths recurring revenues is calculated as recurring revenues recognized over the preceding twelvemonth period.The last twelvemonths recurring revenues for the periods ended December31, 2025, 2024, and 2023 compared to the last twelvemonths of the comparative twelvemonth period increased by $153,346, $141,327, and $118,653, respectively. 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 dollarbased net retention rate, as well as additional recurring revenues resulting from new accounts and acquisitions. For the twelve months ended December31, 2025, 2024, and 2023, 93%, 91%, and 89%, respectively, of our revenues were recurring revenues.Account Retention RateAccount retention rate is a key business metric that we believe is useful in evaluating the longterm value of our account relationships and our ability to retain our account base. We believe that our consistent and high account retention rates illustrate our ability to retain and cultivate longterm relationships with our accounts.Account retention rate for any given twelve-month period is calculated using the average foreign currency exchange rates for the prior period, as follows: the prior period recurring revenues from all accounts with recurring revenues in the current and prior period, divided by total recurring revenues from all accounts during the prior period.Recurring Revenues DollarBased Net Retention RateRecurring revenues dollarbased net retention rate is a key business metric that we believe is useful in evaluating our ability to consistently retain and grow our recurring revenues.Recurring revenues dollarbased net retention rate is calculated, using the average exchange rates for the prior period, as follows: the recurring revenues for the current period, including any growth or reductions from existing accounts, but excluding recurring revenues from any new accounts added during the current period, divided by the total recurring revenues from all accounts during the prior period. A period is defined as any trailing twelve months. Related to our platform acquisitions, recurring revenues into new accounts will be captured as existing accounts starting with the second anniversary of the acquisition when such data conforms to the calculation methodology. This may cause variability in the comparison.Given that recurring revenues represented 93%, 91%, and 89% of our total revenues for the twelve months ended December31, 2025, 2024, and 2023, respectively, this metric helps explain our revenue performance as primarily growth from existing accounts.42Table of ContentsNon-GAAP Financial Measures:In addition to our results determined in accordance with GAAP discussed above, we believe the following presentation of financial measures not in accordance with GAAP provides useful information to investors regarding our results of operations. To the extent material, we disclose below the additional purposes, if any, for which our management uses these nonGAAP financial measures and provide reconciliations between these nonGAAP financial measures and their most directly comparable GAAP financial measures. NonGAAP financial information should be considered in addition to, not as a substitute for, or in isolation from, the financial information prepared in accordance with GAAP, including operating income, or other measures of performance. Our nonGAAP financial measures may vary significantly from period to period for reasons unrelated to our operating performance and may differ from similarly titled measures presented by other companies.Adjusted Operating Income Less Stock-Based Compensation Expense (AOIlessSBC)AOIlessSBC is a non-GAAP financial measure and is used to measure the operational strength and performance of our business, as well as to assist in the evaluation of underlying trends in our business.AOIlessSBC 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 cashsettled retention incentives provided to key employees of acquired companies), and realignment expenses (income), for the respective periods.AOIlessSBC is our primary performance measure, which excludes certain expenses and charges, including the non-cash amortization expense resulting from the acquisition of intangible assets, as we believe these may not be indicative of our core business operating results. We intentionally include stock-based compensation expense in this measure as we believe it better captures the economic costs of our business.Management uses this non-GAAP financial measure to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, to evaluate financial performance, and in our comparison of our financial results to those of other companies. It is also a significant performance measure in certain of our executive incentive compensation programs.Adjusted Operating Income (AOI)Adjusted operating income is a non-GAAP financial measure that we believe is useful to investors in making comparisons to other companies, although this measure may not be directly comparable to similar measures used by other companies.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 cashsettled retention incentives provided to key employees of acquired companies), realignment expenses (income), and stockbased compensation expense, for the respective periods.43Table of ContentsReconciliation of operating income to AOIlessSBC and to Adjusted operating income: | | | Year Ended December31, | | | 2025 | 2024 | 2023 | | | Operating income | $ | 362,621 | $ | 302,150 | $ | 230,542 | | | Amortization of purchased intangibles (1) | 45,658 | 46,679 | 51,219 | | | Deferred compensation plan (2) | 14,409 | 12,382 | 13,580 | | | Acquisition expenses (3) | 7,229 | 10,222 | 17,866 | | | Realignment expenses (4) | | 789 | 11,470 | | | AOIlessSBC | 429,917 | 372,222 | 324,677 | | | Stock-based compensation expense (5) | 71,949 | 73,505 | 71,470 | | | Adjusted operating income | $ | 501,866 | $ | 445,727 | $ | 396,147 | | | | | | Further explanation of certain of our adjustments in arriving at AOIlessSBC and Adjusted operating income are as follows:(1)Amortization of purchased intangibles. Amortization of purchased intangibles varies in amount and frequency and is significantly impacted by the timing and size of our acquisitions. Management finds it useful to exclude these noncash charges from our operating expenses to assist in budgeting, planning, and forecasting future periods. The use of intangible assets contributed to our revenues earned during the periods presented and will also contribute to our revenues in future periods. Amortization of purchased intangible assets will recur in future periods.(2)Deferred compensation plan. We exclude Deferred compensation plan expense (income) when we evaluate our continuing operational performance because it is not reflective of our ongoing business and results of operations. We believe it is useful for investors to understand the effects of this item on our total operating expenses. 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.(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 cashsettled 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.(4)Realignment expenses. We exclude these charges and subsequent adjustments to our estimates when we evaluate our continuing operational performance because they are not reflective of our ongoing business and results of operations. We believe it is useful for investors to understand the effects of these items on our total operating expenses. During the fourth quarter of 2023, we approved the 2023 Program. For the years ended December31, 2024 and 2023, we recognized realignment costs related to the aforementioned program of $847 and $12,579, respectively, which represent termination benefits for colleagues whose roles were impacted (see Note21 to our consolidated financial statements included in PartII, Item8 of this Annual Report on Form10K). For the year ended December31, 2023, realignment expenses were partially offset by income associated with the continued wind down of our Russian entities following our decision to exit the Russian market beginning in the second quarter of 2022.(5)Stockbased compensation expense. We exclude non-cash stockbased compensation expenses from certain of our nonGAAP measures because we believe this is useful to investors in making comparisons to other companies.Constant CurrencyConstant currency and constant currency growth rates are non-GAAP financial measures that present our results of operations excluding the estimated effects of foreign currency exchange rate fluctuations. A significant amount of our operations is conducted in foreign currencies. As a result, the comparability of the financial results reported in U.S. dollars is affected by changes in foreign currency exchange rates. We use constant currency and constant currency growth rates to evaluate the underlying performance of the business, and we believe it is helpful for investors to present operating results on a comparable basis period over period to evaluate its underlying performance.44Table of ContentsIn reporting periodoverperiod results, except for ARR as discussed above in Key Business Metrics section, we calculate the effects of foreign currency fluctuations and constant currency information by translating current and prior period results on a transactional basis to our reporting currency using prior period average foreign currency exchange rates in which the transactions occurred.Reconciliation of consolidated revenues to consolidated revenues in constant currency:Constant Currency Change 2024 to 2025: | | | Year Ended December31, 2025 | Year Ended December31, 2024 | | | Actual | Impact of Foreign Exchange at 2024 Rates | Constant Currency | Actual | Impact of Foreign Exchange at 2024 Rates | Constant Currency | | | Subscriptions | $ | 1,376,696 | $ | (11,533) | $ | 1,365,163 | $ | 1,223,362 | $ | (791) | $ | 1,222,571 | | | Perpetual licenses | 46,180 | (174) | 46,006 | 45,961 | (5) | 45,956 | | | Subscriptions and licenses | 1,422,876 | (11,707) | 1,411,169 | 1,269,323 | (796) | 1,268,527 | | | Services | 78,903 | (680) | 78,223 | 83,772 | (1) | 83,771 | | | Total revenues | $ | 1,501,779 | $ | (12,387) | $ | 1,489,392 | $ | 1,353,095 | $ | (797) | $ | 1,352,298 | | Constant Currency Change 2023 to 2024: | | | Year Ended December31, 2024 | Year Ended December31, 2023 | | | Actual | Impact of Foreign Exchange at 2023 Rates | Constant Currency | Actual | Impact of Foreign Exchange at 2023 Rates | Constant Currency | | | Subscriptions | $ | 1,223,362 | $ | 814 | $ | 1,224,176 | $ | 1,080,307 | $ | (977) | $ | 1,079,330 | | | Perpetual licenses | 45,961 | 323 | 46,284 | 46,038 | (4) | 46,034 | | | Subscriptions and licenses | 1,269,323 | 1,137 | 1,270,460 | 1,126,345 | (981) | 1,125,364 | | | Services | 83,772 | (291) | 83,481 | 102,068 | (61) | 102,007 | | | Total revenues | $ | 1,353,095 | $ | 846 | $ | 1,353,941 | $ | 1,228,413 | $ | (1,042) | $ | 1,227,371 | | Reconciliation of revenues by geographic region to revenues by geographic region in constant currency:Constant Currency Change 2024 to 2025: | | | Year Ended December31, 2025 | Year Ended December31, 2024 | | | Actual | Impact of Foreign Exchange at 2024 Rates | Constant Currency | Actual | Impact of Foreign Exchange at 2024 Rates | Constant Currency | | | Americas | $ | 790,495 | $ | 1,141 | $ | 791,636 | $ | 717,002 | $ | (182) | $ | 716,820 | | | EMEA | 436,828 | (13,073) | 423,755 | 388,384 | (383) | 388,001 | | | APAC | 274,456 | (455) | 274,001 | 247,709 | (232) | 247,477 | | | Total revenues | $ | 1,501,779 | $ | (12,387) | $ | 1,489,392 | $ | 1,353,095 | $ | (797) | $ | 1,352,298 | | 45Table of ContentsConstant Currency Change 2023 to 2024: | | | Year Ended December31, 2024 | Year Ended December31, 2023 | | | Actual | Impact of Foreign Exchange at 2023 Rates | Constant Currency | Actual | Impact of Foreign Exchange at 2023 Rates | Constant Currency | | | Americas | $ | 717,002 | $ | 1,751 | $ | 718,753 | $ | 650,926 | $ | (238) | $ | 650,688 | | | EMEA | 388,384 | (2,754) | 385,630 | 353,550 | (118) | 353,432 | | | APAC | 247,709 | 1,849 | 249,558 | 223,937 | (686) | 223,251 | | | Total revenues | $ | 1,353,095 | $ | 846 | $ | 1,353,941 | $ | 1,228,413 | $ | (1,042) | $ | 1,227,371 | | Reconciliation of cost of revenues to cost of revenues in constant currency:Constant Currency Change 2024 to 2025: | | | Year Ended December31, 2025 | Year Ended December31, 2024 | | | Actual | Impact of Foreign Exchange at 2024 Rates | Constant Currency | Actual | Impact of Foreign Exchange at 2024 Rates | Constant Currency | | | Cost of subscriptions and licenses | $ | 201,405 | $ | (658) | $ | 200,747 | $ | 173,340 | $ | (83) | $ | 173,257 | | | Cost of services | 76,125 | (729) | 75,396 | 84,427 | 121 | 84,548 | | | Total cost of revenues | $ | 277,530 | $ | (1,387) | $ | 276,143 | $ | 257,767 | $ | 38 | $ | 257,805 | | Constant Currency Change 2023 to 2024: | | | Year Ended December31, 2024 | Year Ended December31, 2023 | | | Actual | Impact of Foreign Exchange at 2023 Rates | Constant Currency | Actual | Impact of Foreign Exchange at 2023 Rates | Constant Currency | | | Cost of subscriptions and licenses | $ | 173,340 | $ | 140 | $ | 173,480 | $ | 169,406 | $ | 22 | $ | 169,428 | | | Cost of services | 84,427 | (101) | 84,326 | 96,677 | 6 | 96,683 | | | Total cost of revenues | $ | 257,767 | $ | 39 | $ | 257,806 | $ | 266,083 | $ | 28 | $ | 266,111 | | Reconciliation of operating expenses to operating expenses in constant currency:Constant Currency Change 2024 to 2025: | | | Year Ended December31, 2025 | Year Ended December31, 2024 | | | Actual | Impact of Foreign Exchange at 2024 Rates | Constant Currency | Actual | Impact of Foreign Exchange at 2024 Rates | Constant Currency | | | Research and development | $ | 307,576 | $ | (626) | $ | 306,950 | $ | 281,247 | $ | 25 | $ | 281,272 | | | Selling and marketing | 289,543 | (1,662) | 287,881 | 255,177 | (39) | 255,138 | | | General and administrative | 217,332 | (949) | 216,383 | 210,374 | (43) | 210,331 | | | Deferred compensation plan | 14,409 | | 14,409 | 12,382 | | 12,382 | | | Amortization of purchased intangibles | 32,768 | (58) | 32,710 | 33,998 | | 33,998 | | | Total operating expenses | $ | 861,628 | $ | (3,295) | $ | 858,333 | $ | 793,178 | $ | (57) | $ | 793,121 | | 46Table of ContentsConstant Currency Change 2023 to 2024: | | | Year Ended December31, 2024 | Year Ended December31, 2023 | | | Actual | Impact of Foreign Exchange at 2023 Rates | Constant Currency | Actual | Impact of Foreign Exchange at 2023 Rates | Constant Currency | | | Research and development | $ | 281,247 | $ | 817 | $ | 282,064 | $ | 274,619 | $ | 17 | $ | 274,636 | | | Selling and marketing | 255,177 | 505 | 255,682 | 224,336 | (212) | 224,124 | | | General and administrative | 210,374 | (106) | 210,268 | 180,738 | (308) | 180,430 | | | Deferred compensation plan | 12,382 | | 12,382 | 13,580 | | 13,580 | | | Amortization of purchased intangibles | 33,998 | (39) | 33,959 | 38,515 | (2) | 38,513 | | | Total operating expenses | $ | 793,178 | $ | 1,177 | $ | 794,355 | $ | 731,788 | $ | (505) | $ | 731,283 | | Liquidity and Capital Resources:Cash and Cash Equivalents | | | December31, | | | 2025 | 2024 | | | Cash and cash equivalents held domestically | $ | 39,093 | $ | 2,845 | | | Cash and cash equivalents held by foreign subsidiaries | 84,185 | 61,164 | | | Total cash and cash equivalents | $ | 123,278 | $ | 64,009 | | 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 headcountrelated costs. In addition to operating expenses, we also use cash to service our debt obligations, to pay quarterly dividends, to repurchase our ClassB 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.During the years ended December31, 2025 and 2024, we made cash repatriations to the U.S. of approximately $180,000 and $138,000, respectively, from earnings generated by our foreign subsidiaries. In 2025 and 2024, the repatriations were primarily used to pay down our credit facility borrowings and to supplement our domestic working capital needs.We believe that cash generated from operations, together with existing cash and cash equivalent balances, and external borrowings including available liquidity under the Credit Facility, will be sufficient to meet our domestic and international working capital and capital expenditure requirements. We regularly review our capital structure and consider a variety of potential financing alternatives and planning strategies to ensure that we have the proper liquidity available in the locations in which it is needed and to fund our operations and growth investments with cash that has not been permanently reinvested outside the U.S. Our future capital requirements may be materially different than those currently planned in our budgeting and forecasting activities and depend on many factors, including our strategy of regularly acquiring and integrating specialized infrastructure engineering software businesses, our rate of revenue growth, the timing and extent of spending on research and development, the expansion of our sales and marketing activities, the timing of new product introductions, market acceptance of our products, competitive factors, our discretionary payments of dividends or repurchases of our ClassB common stock and convertible debt, funding of our purchase commitments, currency fluctuations, and overall economic conditions, globally. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity would result in additional dilution to our stockholders, while the incurrence of additional debt financing, including convertible debt, would result in additional debt service obligations. Such debt instruments also could introduce new or modified covenants that might restrict our operations and/or our ability to pay dividends, 47Table of Contentsconsummate acquisitions, or otherwise pursue our business strategies. We cannot provide assurance that we could obtain additional financing on favorable terms or at all.Cash Flows Activity | | | Year Ended December31, | | | 2025 | 2024 | 2023 | | | Net cash provided by (used in): | | | Operating activities | $ | 538,464 | $ | 435,292 | $ | 416,696 | | | Investing activities | $ | (112,309) | $ | (143,267) | $ | (60,504) | | | Financing activities | $ | (376,298) | $ | (289,850) | $ | (359,074) | | Operating ActivitiesFor the year ended December31, 2025, compared to the prior year, net cash provided by operating activities was higher by $103,172 due to an increase in net income of $43,361, an increase in net cash flows from the change in operating assets and liabilities of $36,777, and a net increase in noncash adjustments of $23,034. The increase in net cash flows from the change in operating assets and liabilities year over year was primarily due to higher deferred revenues, timing of collections on our receivables, higher accounts payable, lower capitalized internal-use software implementation costs, as well as the overall timing of payments for software maintenance contracts. Offsetting these increases were lower period over period Cloud Services Subscription deposits and lower accruals and other current liabilities.Investing ActivitiesNet cash used in investing activities was lower by $30,958 for the year ended December31, 2025, compared to the prior year, primarily due to lower acquisition related payments of $37,155. We used available cash and borrowings under our credit facilities to fund our acquisitions.Financing ActivitiesNet cash used in financing activities was higher by $86,448 for the year ended December31, 2025, compared to the prior year, primarily due to higher payments for shares acquired of $80,381, including shares repurchased under the BSY Stock Repurchase Program (the Repurchase Program) and higher dividend payments of $12,848, primarily due to an increase in our quarterly dividend per share to $0.07 in 2025 from $0.06 in 2024, partially offset by lower net paydowns of the credit facilities of $11,398. Additionally, we paid $9,797 in cash to repurchase $10,000 aggregate principal amount of our outstanding 2026 Notes during the first quarter of 2025.Long-Term Debt | | | December31, | | | 2025 | 2024 | | | Current portion of long-term debt | $ | | $ | | | | Long-term debt | 1,248,912 | 1,388,088 | | | Total debt | $ | 1,248,912 | $ | 1,388,088 | | On October18, 2024, we entered into the Credit Facility, which provides us with a $1,300,000 revolving credit facility, including a $125,000 swingline loan and $125,000 in letters of credit. The Credit Facility also provides us with a $500,000 accordion feature to increase the facility in the form of both revolving indebtedness and/or incremental term loans. On October18, 2024, we used borrowings under the Credit Facility to repay all indebtedness outstanding under the 2017 Credit Facility, including the outstanding senior secured term loan.48Table of ContentsAs of December31, 2025, we had $1,299,850 available under the Credit Facility, and we were in compliance with all covenants under the Credit Facility, the 2026Notes, and the 2027Notes. 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 2026Notes and the 2027Notes, could constitute a default that may cause all amounts outstanding to become due and immediately payable in full.As of December31, 2025, the 2026Notes were classified as longterm in the consolidated balance sheets as we had the ability and intent to refinance them on a longterm basis through available capacity under the Credit Facility.The 2026Notes matured on January15, 2026. Upon maturity, we repaid $678,254, which consisted of the remaining outstanding principal balance and accrued interest on the 2026Notes using borrowings under the Credit Facility and available cash on hand.Our credit facilities, 2026Notes, and 2027Notes are described in Note10 to our consolidated financial statements included in PartII, Item8 of this Annual Report on Form10K.Stock RepurchasesBSY Stock Repurchase ProgramOur Board of Directors had authorized us to repurchase up to $200,000 of our ClassB common stock and/or outstanding convertible senior notes through June30, 2024 under the Repurchase Program. This authorization under the Repurchase Program expired on June30, 2024. In March 2024, our Board of Directors approved an extension to the Repurchase Program authorizing us to repurchase up to $200,000 of our ClassB common stock and/or outstanding convertible senior notes from June30, 2024 through June30, 2026. In November 2025, our Board of Directors approved an extension to the Repurchase Program authorizing us to repurchase up to $500,000 of our ClassB common stock and/or outstanding convertible senior notes from November21, 2025 through December31, 2028. This updated authorization supersedes our prior authorization, which was set to expire on June30, 2026. We may use available working capital, cash provided by operating activities, and/or external borrowings including available liquidity under our Credit Facility to make repurchases.During the year ended December31, 2025, we repurchased 2,887,224shares for $125,057, and $10,000 aggregate principal amount of our outstanding 2026Notes for $9,797 under the Repurchase Program. During the year ended December31, 2024, we repurchased 1,292,733shares for $64,359 under the Repurchase Program.The timing, as well as the number and value of shares and/or outstanding convertible senior notes repurchased under the Repurchase Program, will be determined at our discretion and will depend on a variety of factors, including our assessment of the intrinsic value of our shares, the market price of our ClassB common stock and outstanding convertible senior notes, general market and economic conditions, available liquidity, compliance with our debt and other agreements, and applicable legal requirements.Withholding Taxes on Certain Equity AwardsWe have the right to require that certain equity awardees receive gross or net quantities of shares of our ClassB 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. We exercised our right to require that impacted equity awardees receive gross quantities of our ClassB 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, third, and fourth quarters of 2025. During the year ended December31, 2024, we exercised our right to require that impacted equity awardees receive gross quantities of our ClassB 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.49Table of ContentsDividend PaymentsThe declaration and payment of dividends is within the discretion of our Board of Directors. We paid quarterly dividends of $0.07per share of common stock during the year ended December31, 2025 and $0.06per share of common stock during the year ended December31, 2024. While we intend to continue paying quarterly dividends, any future determination will be subject to the discretion of our Board of Directors and will be dependent on a number of factors, including our results of operations, capital requirements, restrictions under Delaware law, and overall financial condition, as well as any other factors our Board of Directors considers relevant. In addition, the terms of the agreement governing the Credit Facility limit the amount of dividends we can pay.Contractual Obligations and Other Commitments:The following table summarizes our most significant contractual obligations as of December31, 2025: | | | Total | Due within 12months | Due after 12months | | | Debt Obligations (1) | $ | 1,252,830 | $ | 677,830 | $ | 575,000 | | | Purchase Obligations | $ | 53,700 | $ | 17,600 | $ | 36,100 | | | DCP Obligations | $ | 111,125 | $ | 4,294 | $ | 106,831 | | | | | | (1)Amounts represent the face value of debt and exclude interest payments.Our largest contractual obligations relate to our outstanding debt, which include convertible notes due in 2026 and 2027. We repaid the 2026Notes upon maturity on January15, 2026. Our Credit Facility matures on October18, 2029, subject to a revolving maturity date on the date that is 91days prior to the maturity date of our outstanding convertible debt, unless on such date we meet certain liquidity requirements. We typically fund and expect to continue to fund debt maturities and interest payments with cash flows generated from operations, existing cash and cash equivalents, or proceeds from additional financing. If an early conversion notice is received, we have the option to pay cash, deliver shares of our ClassB common stock, or a combination thereof. See Note10 to our consolidated financial statements included in PartII, Item8 of this Annual Report on Form10K for additional information on our debt obligations.We have noncancelable future cash purchase commitments for services related to cloud provisioning of our software and for internaluse software costs. Our purchase obligations are in addition to amounts included in our consolidated balance sheets. We have funded and expect to continue to be able to fund our purchase obligations with cash flows generated from operations, existing cash and cash equivalents or revolving loan borrowings under the Credit Facility. See Note18 to our consolidated financial statements included in PartII, Item8 of this Annual Report on Form10K for additional information on our purchase obligations.Our DCP obligations represent DCP participants holdings in phantom investment funds, which are classified as liabilities as they will be settled in cash upon eventual distribution. We have funded and expect to continue to be able to fund our DCP obligations with cash flows generated from operations, existing cash and cash equivalents, or revolving loan borrowings under the Credit Facility. See Note12 to our consolidated financial statements included in PartII, Item8 of this Annual Report on Form10K for additional information on our DCP obligations.Our other future contractual obligations are related to leases. See Note8 to our consolidated financial statements included in PartII, Item8 of this Annual Report on Form10K for additional information on our lease obligations.50Table of ContentsCritical Accounting Estimates:The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates that affect the reported amounts of assets, liabilities, revenues, and expenses, and the related disclosure of contingent assets and contingent liabilities. We base our judgments on our historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making estimates about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.Revenue RecognitionOur contracts with customers may include promises to transfer licenses (perpetual or termbased), maintenance, and services to a user. Judgment is required to determine if the promises are separate performance obligations, and if so, the allocation of the transaction price to each performance obligation. When an arrangement includes multiple performance obligations which are concurrently delivered and have the same pattern of transfer to the customer, we account for those performance obligations as a single performance obligation. For contracts with more than one performance obligation, the transaction price is allocated among the performance obligations in an amount that depicts the relative standalone selling price (SSP) of each obligation. Judgment is required to determine the SSP for each distinct performance obligation. In instances where SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP using information that may include market conditions and other observable inputs. We use a range of amounts to estimate SSP when we sell each of the products and services separately and need to determine whether there is a discount that should be allocated based on the relative SSP of the various products and services.Our SELECT agreement provides users with perpetual licenses a right to exchange software for other eligible perpetual licenses on an annual basis upon renewal. We refer to this option as portfolio balancing and concluded that the portfolio balancing feature represents a material right resulting in the deferral of the associated revenue. Judgment is required to estimate the percentage of users who may elect to portfolio balance and considers inputs such as historical user elections. This feature is available once per term and must be exercised prior to the respective renewal term. We recognize the associated revenue upon election or when the portfolio balancing right expires. This right is included in the initial and subsequent renewal terms and we reestablish the revenue deferral for the material right upon the beginning of the renewal term. Portfolio balancing exchange rights are included in Deferred revenues in the consolidated balance sheets.Goodwill and Other Intangible AssetsIntangible assets primarily arise from acquisitions and principally consist of goodwill, acquired software and technology, customer relationships, and trademarks. Finite-lived intangible assets are amortized on a straightline basis over their estimated useful lives.GoodwillGoodwill consists of the excess of cost over the fair value of net assets acquired in business combinations. Goodwill is not amortized but instead is tested annually for impairment on October1, or more frequently if events occur or circumstances change that would more likely than not reduce its fair value below its carrying amount. We allocate goodwill to reporting units on a relative fair value basis.51Table of ContentsIn testing for goodwill impairment, we may first qualitatively assess whether it is more likely than not (a likelihood of more than 50 percent) that a goodwill impairment exists. If it is determined that a quantitative assessment is required and the carrying amount exceeds its fair value, we will recognize goodwill impairment in the amount in which the carrying amount of the reporting unit exceeds its fair value, but not to exceed the carrying amount of goodwill within the reporting unit. The process of evaluating the potential impairment of goodwill is subjective and requires significant judgment at many points in the process. The value of our goodwill could also be impacted by future adverse changes including declines in our stock price, market capitalization, or cash flows, and slower growth rates in our industry. There was no impairment of goodwill as a result of our annual impairment assessments conducted for the years ended December31, 2025, 2024, or 2023.Other Intangible AssetsWe evaluate intangible assets subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that useful lives of those assets are no longer appropriate. If circumstances require an asset to be tested for possible impairment, we first compare the undiscounted cash flows expected to be generated by that asset to its carrying value. If the carrying value of the asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. The process of evaluating the potential impairment of intangible assets is subjective and requires significant judgment at many points in the process. There was no impairment of intangible assets subject to amortization for the years ended December31, 2025, 2024, or 2023.Income TaxesWe account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on net operating loss (NOL) carryforwards, credit carryforwards, and temporary differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the items are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period of the enactment date.We perform a quarterly assessment of the recoverability of the net deferred tax assets. We consider all available evidence, both positive and negative, in determining whether all or a portion of a deferred tax asset is more likely than not to be realized. In the event we determine that all or a portion of the deferred tax assets is not more likely than not to be realized, an adjustment to the valuation allowance would be recorded that would increase the provision for income taxes. To the extent that the realization of a deferred tax asset is based upon forecasted future earnings, our judgment regarding future profitability may change due to future market conditions and other factors. Assumptions about future taxable income require significant judgment and, while these assumptions rely heavily on estimates, such estimates are consistent with the plans we are using to manage the underlying business. Any change in future profitability may require material adjustments to these net deferred tax assets, resulting in a reduction in net income in the period when such determination is made. Additionally, future changes in tax laws and rates, including administrative or regulatory guidance, could affect recorded deferred tax assets and liabilities. Any adjustments to these estimates will generally be recorded as an income tax expense or benefit in the period the adjustment is determined.52Table of ContentsWe are subject to income taxes in the U.S. and in numerous foreign jurisdictions. The calculation of our tax liabilities often involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across our global operations. There are many transactions and calculations about which the ultimate tax outcome is uncertain. A benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained based upon the technical merits of the position. This may include expected resolutions upon examination, any related appeals, or through a litigation processes. As a result, our calculations involve estimates by management. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment, potentially including interest and penalties, that is materially different from our current estimates of the unrecognized tax benefit liabilities. These differences, along with any related interest and penalties, will generally be reflected as increases or decreases to income tax expense in the period in which new information becomes available. We review the tax reserves as circumstances warrant and adjust the reserves as events occur that affect our potential liability for additional taxes. We follow the applicable guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition with respect to uncertain tax positions. We recognize interest and penalties related to income taxes within the (Provision) benefit for income taxes line in the consolidated statements of operations. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheets.Item 7A. Quantitative and Qualitative Disclosures About Market RiskMarket risk represents the risk of loss that may impact our financial condition due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign currency rates, although we also have exposure due to potential changes in interest rates. We do not hold financial instruments for trading purposes.Foreign Currency Exchange RiskOur revenues, earnings, cash flows, receivables, and payables are subject to fluctuations due to changes in foreign currency exchange rates. We regularly evaluate our foreign currency positions in the context of the natural hedging of revenues and expenses and corresponding exposure. We have concluded that our naturally hedged positions support our strategy and no incremental hedging strategies have been deployed. The primary currencies for which we have exchange rate exposure are the U.S.dollar versus euros, British pounds, Canadian dollars, Australian dollars, Chinese yuan renminbi, and New Zealand dollars. For the year ended December31, 2025, approximately 59% of our total revenues are derived from outside of the U.S. and approximately 33% of our revenues are denominated in a currency other than the U.S. dollar. In 2025, 67%, 11%, 6%, 3%, and 13% of our total revenues were denominated in U.S.dollars, euros, British pounds, Canadian dollars, and other currencies, respectively, and 55%, 13%, 8%, 7%, and 17% of our aggregate cost of revenues and operating expenses were denominated in U.S.dollars, euros, British pounds, Canadian dollars, and other currencies, respectively. Financial results therefore are affected by changes in foreign currency rates. We estimate that a 10% strengthening of the U.S.dollar versus our other currencies would have increased our 2025 annual operating income by approximately $2.4million.53Table of ContentsInterest Rate RiskThe interest rates on our Credit Facility fluctuate based on various market conditions that affect the Secured Overnight Financing Rate (SOFR), the prime rate, or the overnight bank funding effective rate. The cost of borrowing thereunder may be impacted as a result of our interest rate risk exposure. Effective on April2, 2020, we entered into an interest rate swap with a notional amount of $200.0million and a tenyear term to reduce the interest rate risk associated with a portion of our floating rate debt. Under the terms of the interest rate swap, we pay a fixed interest rate of 72.9basis points (bps), and will receive a floating interest rate equal to daily SOFR plus an Alternative Reference Rates Committee (ARRC) spread adjustment of 11.448bps. We do not enter into investments or derivative instruments for trading or speculative purposes. The fair value of our 2026Notes and 2027Notes is subject to interest rate risk, market risk, and other factors due to the conversion feature. The capped call options that were entered into concurrently with the issuance of our 2026Notes and 2027Notes were completed to reduce the potential dilution from the conversion of the 2026Notes and 2027Notes. The fair value of the 2026Notes and 2027Notes will generally increase as interest rates fall and decrease as interest rates rise. In addition, the fair value of the 2026Notes and 2027Notes will generally increase as our ClassB common stock price increases and will generally decrease as the common stock price declines. The interest and market value changes affect the fair value of the 2026Notes and 2027Notes, but do not impact our financial condition, results of operations, or cash flows due to the fixed nature of the debt obligation. Due to the short-term nature of our investments, we have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in interest rates. We had cash and cash equivalents of $123.3million and $64.0million as of December31, 2025 and 2024, respectively, which consisted of bank deposits and money market funds maintained at various financial institutions. The cash and cash equivalents are held primarily for working capital purposes. Such interest-earning instruments carry a degree of interest rate risk. To date, fluctuations in interest income have not been significant. The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. A hypothetical 10% change in interest rates during any of the periods presented would not have had a material impact on our consolidated financial statements.Item 8. Financial Statements and Supplementary DataThe information required by this item is included at the end of this report beginning on pageF1.Item 9. Changes in and Disagreements With Accountants on Accounting and Financial DisclosureNone.Item 9A. Controls and ProceduresEvaluation of Effectiveness of Disclosure Controls and ProceduresOur management maintains disclosure controls and procedures as defined in Rules13a15(e) and 15d15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is processed, recorded, summarized, and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), as appropriate, to allow for timely decisions regarding required disclosure.We evaluated, under the supervision and with the participation of management, including our principal executive and principal financial officers, the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December31, 2025, our disclosure controls and procedures were effective at the reasonable assurance level.54Table of ContentsOur management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Bentley Systems, Incorporated have been detected.Managements Annual Report on Internal Control over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule13a15(f) under the Securities Exchange Act of 1934, as amended). Our management assessed the effectiveness of our internal control over financial reporting as of December31, 2025. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Integrated Framework (2013).Our management has concluded that, as of December31, 2025, our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.Our independent registered public accounting firm, KPMGLLP, has issued an audit report on the effectiveness of our internal control over financial reporting, which is included in PartII, Item8 of this Annual Report on Form10K.Changes in Internal Control over Financial ReportingThere was no change in our internal control over financial reporting identified in managements evaluation pursuant to Rules13a or 15d of the Exchange Act that occurred during the quarter ended December31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.Item 9B. Other InformationRule 10b5-1 Trading PlansOn December17, 2025, Werner Andre, the Companys Chief Financial Officer, adopted a trading plan established pursuant to Rule10b51 of the Exchange Act, which is intended to satisfy the affirmative defense conditions of Rule10b51(c), to sell an aggregate of 29,757shares of our ClassB common stock. Mr.Andres plan expires on November10, 2026.During the three months ended December31, 2025, there were no other Company directors or executive officers who adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b51(c) or any non-Rule10b51 trading arrangement.Dividends Declared Subsequent to December31, 2025On February23, 2026, our Board of Directors declared a $0.07 per share dividend for the first quarter of 2026. The cash dividend will be payable on March19, 2026 to all stockholders of record of ClassA and ClassB common stock as of the close of business on March10, 2026. The Company publicly announced the dividend declaration on February26, 2026.Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsNot applicable.55Table of ContentsPART IIIItem 10. Directors, Executive Officers and Corporate GovernanceThe information required by this item is incorporated by reference to our 2026Proxy Statement, which will be filed with the SEC not later than 120days subsequent to December31, 2025.Information About Our Executive OfficersThe following sets forth certain information as of February26, 2026, regarding our executive officers. | | | Name | Age | Position | | | | | Gregory S. Bentley | 70 | Executive Chair and President | | | | | Nicholas H. Cumins | 49 | Chief Executive Officer | | | | | Werner Andre | 56 | Chief Financial Officer | | | | | Brock Ballard | 49 | Chief Revenue Officer | | | | | James Lee | 46 | Chief Operating Officer | | | | | Julien Moutte | 47 | Chief Technology Officer | | | | | David R. Shaman | 60 | Chief Legal Officer and Secretary | | Gregory S. Bentley has served as our President since June 1996 and as our Executive Chair since July 2024. He served as our Chief Executive Officer from August 2000 to July 2024. Prior to joining us in 1991, Mr.Bentley founded and served as chief executive officer of Devon Systems International, Inc., a provider of financial trading software, which was sold to SunGard Data Systems, Inc. in 1987. Mr.Bentley served as a director of SunGard and a member of its audit committee from 1991 through 2005. He holds a B.S. in Economics and an M.B.A. in Finance and Decision Sciences from the Wharton School, University of Pennsylvania. Nicholas H. Cumins has served as our Chief Executive Officer since July1, 2024 and is responsible for our overall strategy and growth. Mr.Cumins previously served as our Chief Operating Officer since January1, 2022. Mr.Cumins joined us in September 2020 as our Chief Product Officer. Prior to joining us, Mr.Cumins served as general manager of SAP Marketing Cloud, a comprehensive marketing automation platform, from 2018 to 2020. Mr.Cumins also served as chief product officer of Scytl, a platform for online voting, in Barcelona from 2016 to 2018, and senior vice president of product with OpenX, a pioneer in programmatic advertising, in Los Angeles from 2013 to 2016. He holds Matrise de Droit (Law) and Matrise de Sciences de Gestion (Business) degrees from University ParisII Panthon-Assas, Paris, France. Werner Andre has served as our Chief Financial Officer since January1, 2022 and is responsible for all aspects of finance including worldwide accounting, financial planning and analysis, tax, and treasury. Mr.Andre joined us in 2015 as Global Corporate Controller and served as our Chief Accounting Officer from 2020 through March 2024. Prior to joining us, Mr.Andre served as the assistant corporate controller international accounting and reporting for Rockwood Holdings,Inc. from 2010 to 2015, and held several roles with PricewaterhouseCoopersLLP from 1995 to 2010. He holds B.S. and M.B.A. degrees in Accounting and Financial Reporting from the University for Economics and Business Administration in Vienna. Brock Ballard has served as our Chief Revenue Officer since January1, 2023 and is responsible for leading all of our accounts globally. Mr.Ballard joined us in 2020 as Vice President and Regional Executive, Americas. Prior to joining us, Mr.Ballard served in sales leadership positions with Dassault Systmes, Autodesk,Inc., and Oc. He holds a Bachelor of Arts in Communication and Information Sciences from the University of Alabama. 56 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) James Lee has served as our Chief Operating Officer since joining us in January 2025. Mr.Lee is responsible for strengthening cross-functional planning and execution, driving operational excellence, and overseeing corporate development. Prior to joining us, Mr.Lee joined Google in 2020 and served as the general manager of the startups and AI business at Google Cloud, an infrastructure and platform services business, since 2023. Prior to joining Google, Mr.Lee worked at SAP, an enterprise software solutions company, from 2008 to 2020, most recently serving as Chief Operating Officer for SAP Ariba and Fieldglass. He holds a Master of Business Administration from Harvard Business School, a Bachelor of Commerce from the University of British Columbia, and a Diploma in Piano Performance from the Royal Conservatory of Music. Julien Moutte has served as our Chief Technology Officer since 2023 and is the principal architect of our technology directions. Mr.Moutte has over 20years of technology leadership experience in startups, scaleups, and large organizations. Prior to joining us as Vice President of Technology in 2021, Mr.Moutte served as head of technology for SAP Marketing Cloud and a member of the office of the chief technology officer with SAP Customer Experience. He also served as chief technology officer of Scytl, a platform for online voting, and the Fluendo, the Free Software multimedia experts, which he cofounded in 2004 in Barcelona, Spain. He holds a degree in Computer Science from Universit Claude Bernard in Lyon, France. David R. Shaman, our Chief Legal Officer, has led our legal team since 2015 and is responsible for legal, regulatory compliance, government relations, and license compliance activities. Mr.Shaman previously served as Deputy General Counsel from 2006 to 2015. Prior to joining us in 1998, Mr.Shaman was an associate at the law firm Covington& BurlingLLP. Mr.Shamans international experience includes eightyears leading our legal operations outside the United States, as well as tenures at the European Commission, Directorate-General for Informatics in Brussels and Harlequin Limited, a software company in Cambridge, United Kingdom. He holds a Bachelors degree in Mathematics from the University of Pennsylvania, a J.D. from Harvard Law School, and a Diploma in Mathematical Statistics from Cambridge University. Item 11. Executive Compensation The information required by this item is incorporated by reference to our 2026Proxy Statement, which will be filed with the SEC not later than 120days subsequent to December31, 2025. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is incorporated by reference to our 2026Proxy Statement, which will be filed with the SEC not later than 120days subsequent to December31, 2025. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated by reference to our 2026Proxy Statement, which will be filed with the SEC not later than 120days subsequent to December31, 2025. Item 14. Principal Accountant Fees and Services The information required by this item is incorporated by reference to our 2026Proxy Statement, which will be filed with the SEC not later than 120days subsequent to December31, 2025. 57 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) PART IV Item 15. Exhibit and Financial Statement Schedules (a) The following documents are filed as part of this report: | | | 1. | Financial Statements: | Page | | | Report of Independent Registered Public Accounting Firm (KPMGLLP,Philadelphia,Pennsylvania, PCAOB ID: 185) | F-1 | | | Consolidated Balance Sheets | F-3 | | | Consolidated Statements of Operations | F-4 | | | Consolidated Statements of Comprehensive Income | F-5 | | | Consolidated Statements of Equity | F-6 | | | Consolidated Statements of Cash Flows | F-7 | | | Notes to Consolidated Financial Statements | F-9 | | | | | 2. | Financial Statement Schedules: | | | Financial statement schedules have been omitted since they are either not required, not applicable, or the information is included in the consolidated financial statements or notes thereto. | | | | | 3. | Exhibits: | | | | | Exhibit | Incorporated by Reference | Filed | | | Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Herewith | | | | | 3.1 | Amended and Restated Certificate of Incorporation of Bentley Systems, Incorporated | 8-K | 001-39548 | 3.1 | September25, 2020 | | | | | 3.2 | Amended and Restated Bylaws of Bentley Systems, Incorporated | 8-K | 001-39548 | 3.2 | September25, 2020 | | | | | 4.1 | Form of Bentley Systems, Incorporated ClassB common stock certificate | S-1/A | 333-248246 | 4.1 | September 18, 2020 | | | | | 4.2 | Indenture, dated as of June28, 2021, between Bentley Systems, Incorporated and Wilmington Trust, National Association, as trustee | 8-K | 001-39548 | 4.1 | June 29, 2021 | | | | | 4.3 | Form of 0.375% Convertible Senior Note due 2027 | 8-K | 001-39548 | A in 4.1 | June 29, 2021 | | | | | 4.4 | Description of Bentley Systems, Incorporated Securities | 10-K | 001-39548 | 4.4 | March 2, 2021 | | | | | 10.1 | Form of Capped Call Confirmation relating to the 0.375% Convertible Senior Note due 2027 | 8-K | 001-39548 | 10.1 | June 29, 2021 | | | | | 10.2 | Second Amended and Restated Credit Agreement, dated as of October18, 2024, by and among Bentley Systems, Incorporated, the lenders party thereto, and PNC Bank, National Association, as administrative agent | 8-K | 001-39548 | 10.1 | October 22, 2024 | | | | | 10.3 | Bentley Systems, Incorporated 2020 Omnibus Incentive Plan | 8-K | 001-39548 | 10.1 | September 25, 2020 | | | | | 10.4 | Amendment No.1 to the Bentley Systems, Incorporated 2020 Omnibus Incentive Plan | 10-K | 001-39548 | 10.10 | March 1, 2022 | | | | | 10.5 | Form of Restricted Stock Unit Award Agreement under the Bentley Systems, Incorporated 2020 Omnibus Incentive Plan (as amended) | 10-K | 001-39548 | 10.12 | February 28, 2023 | | | | 58Table of Contents | | | Exhibit | Incorporated by Reference | Filed | | | Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Herewith | | | | | 10.6 | Bentley Systems, Incorporated Global Employee Stock Purchase Plan | 8-K | 001-39548 | 10.2 | September 25, 2020 | | | | | 10.7 | Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan, as amended and restated effective as of September22, 2020 | 8-K | 001-39548 | 10.3 | September 25, 2020 | | | | | 10.8 | Amendment No.1 to the Amended and Restated Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan | 10-Q | 001-39548 | 10.1 | November 9, 2021 | | | | | 10.9 | Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan for Non-Employee Directors, as amended and restated effective as of January1, 2015 | S-1/A | 333-248246 | 10.7 | September 8, 2020 | | | | | 10.10 | Bentley Systems, Incorporated Bonus Pool Plan, as amended and restated effective as of September22, 2020 | 8-K | 001-39548 | 10.4 | September 25, 2020 | | | | | 10.11 | Amendment No.1 to the Amended and Restated Bentley Systems, Incorporated Bonus Pool Plan | 10-Q | 001-39548 | 10.1 | November 8, 2022 | | | | | 10.12 | Amendment No.2 to the Amended and Restated Bentley Systems, Incorporated Bonus Pool Plan | 8-K/A | 001-39548 | 10.3 | June 28, 2024 | | | | | 10.13 | Bentley Systems, Incorporated Severance Policy for Key Executives | 8-K/A | 001-39548 | 10.1 | June 28, 2024 | | | | | 10.14 | Letter Agreement by and among NicholasH. Cumins, Bentley Systems, Incorporated, and Bentley Systems France S.a.r.l. | 8-K/A | 001-39548 | 10.2 | June 28, 2024 | | | | | 10.15 | Employment Agreement by and between JamesLee and Bentley Systems, Incorporated | X | | | | | 10.16 | Common Stock Purchase Agreement, by and among Bentley Systems, Incorporated, SiemensAG, and the persons listed as Key Holders therein, dated September23, 2016, as amended on October28, 2016, and April23, 2018 | S-1 | 333-248246 | 10.2 | August 21, 2020 | | | | | 19 | Bentley Systems, Incorporated Insider Trading Policy | 10-K | 001-39548 | 19 | February 26, 2025 | | | | | 21 | List of Subsidiaries | X | | | | | 23 | Consent of Independent Registered Public Accounting Firm | X | | | | | 31.1 | Certification of CEO pursuant to Rule13a-14(a) and Rule15d-14(a) of the Securities Exchange Act of 1934, as amended | X | | | | | 31.2 | Certification of CFO pursuant to Rule13a-14(a) and Rule15d-14(a) of the Securities Exchange Act of 1934, as amended | X | | | | | 32* | Certification of CEO and CFO Pursuant to 18U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002 | X | | | | | 97 | Bentley Systems, Incorporated Incentive Compensation Clawback Policy, as Adopted on August17, 2023 Pursuant to Nasdaq Rule 5608 | 10-K | 001-39548 | 97 | February 27, 2024 | | | | | 101.INS | Inline XBRL Instance Documentthe instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document | X | | | | | 101.SCH | Inline XBRL Taxonomy Extension Schema | X | | | | 59Table of Contents | | | Exhibit | Incorporated by Reference | Filed | | | Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Herewith | | | | | 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | X | | | | | 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | X | | | | | 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | X | | | | | 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | X | | | | | 104 | Cover page formatted as Inline XBRL and contained in Exhibit101 | X | | | | | | Management contract or compensatory plan or arrangement. | | | * | Filed or furnished herewith. The certification attached as Exhibit32 that accompanies this Annual Report on Form10K is not deemed filed with the SEC and is not to be incorporated by reference into any filing of Bentley Systems, Incorporated under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form10K, irrespective of any general incorporation language contained in such filing. | | (b) Exhibits: We hereby file the exhibits listed in the attached Exhibit Index. (c) Financial Statement Schedules: None. Item 16. Form 10K Summary None. 60 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) SIGNATURES Pursuant to the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | | | Bentley Systems, Incorporated | | | | | Date: February26, 2026 | By: | /s/ NICHOLAS H. CUMINS | | | Nicholas H. Cumins | | | Chief Executive Officer | | Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February26, 2026. | | | Signature | Title | | | | | /s/ NICHOLAS H. CUMINS | Chief Executive Officer and Director | | | Nicholas H. Cumins | (Principal Executive Officer) | | | | | /s/ WERNER ANDRE | Chief Financial Officer | | | Werner Andre | (Principal Financial Officer) | | | | | /s/ THOMAS F. TRIMBACK | Chief Accounting Officer and Controller | | | Thomas F. Trimback | (Principal Accounting Officer) | | | | | /s/ GREGORY S. BENTLEY | Executive Chair and President | | | Gregory S. Bentley | | | | | /s/ BARRY J. BENTLEY | Director | | | Barry J. Bentley | | | | | /s/ KEITH A. BENTLEY | Director | | | Keith A. Bentley | | | | | /s/ RAYMOND B. BENTLEY | Director | | | Raymond B. Bentley | | | | | /s/ KIRK B. GRISWOLD | Director | | | Kirk B. Griswold | | | | | /s/ JANET B. HAUGEN | Director | | | Janet B. Haugen | | | | | /s/ BRIAN F. HUGHES | Director | | | Brian F. Hughes | | 61Table of ContentsReport of Independent Registered Public Accounting FirmTo the Stockholders and Board of DirectorsBentley Systems, Incorporated:Opinions on the Consolidated Financial Statements and Internal Control Over Financial ReportingWe have audited the accompanying consolidated balance sheets of Bentley Systems, Incorporated and subsidiaries (the Company) as of December31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the threeyear period ended December31, 2025, and the related notes (collectively, the consolidated financial statements). We also have audited the Companys internal control over financial reporting as of December31, 2025, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the threeyear period ended December31, 2025, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December31, 2025 based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.Basis for OpinionsThe Companys management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Companys consolidated financial statements and an opinion on the Companys internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.Definition and Limitations of Internal Control Over Financial ReportingA companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1)pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)provide reasonable F-1Table of Contentsassurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.Critical Audit MatterThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1)relates to accounts or disclosures that are material to the consolidated financial statements and (2)involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.IT systems used in subscriptions and licenses revenuesAs discussed in Note3 to the consolidated financial statements and disclosed in the consolidated statements of operations, the Company recorded $1,501,779 thousand of total revenues for the year ended December31, 2025, of which $1,422,876 thousand related to subscriptions and licenses. There are high volumes of subscription and license transactions processed across multiple information technology (IT) systems.We identified the evaluation of the sufficiency of audit evidence over subscriptions and licenses revenues as a critical audit matter. This matter required especially subjective auditor judgment because of the number of IT applications involved in the subscriptions and licenses revenue recognition process. This matter also included determining the nature and extent of audit evidence obtained over subscriptions and licenses revenues and required specialized skills and knowledge for the performance of certain procedures.The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over subscriptions and licenses revenues, including the determination of the IT applications subject to testing. We evaluated the design and tested the operating effectiveness of certain internal controls over the Companys subscriptions and licenses revenue process, including associated IT controls. We assessed the recorded subscriptions and licenses revenues by selecting a sample of transactions and comparing the amounts recognized for consistency with underlying documentation, including contracts with customers. We also involved IT professionals with specialized skills and knowledge, who assisted in testing key reports, application controls and general IT controls over certain IT applications that are used by the Company in its subscriptions and licenses revenue recognition process. We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of such evidence./s/ KPMG LLPWe have served as the Companys auditor since 2002.Philadelphia, PennsylvaniaFebruary26, 2026F-2Table of ContentsBENTLEY SYSTEMS, INCORPORATEDConsolidated Balance Sheets(in thousands, except share and per share data) | | | December31, | | | 2025 | 2024 | | | Assets | | | Current assets: | | | Cash and cash equivalents | $ | 123,278 | $ | 64,009 | | | Accounts receivable | 350,299 | 322,862 | | | Allowance for doubtful accounts | (7,609) | (8,395) | | | Prepaid income taxes | 19,805 | 13,066 | | | Prepaid and other current assets | 53,260 | 50,531 | | | Total current assets | 539,033 | 442,073 | | | Property and equipment, net | 36,031 | 33,798 | | | Operating lease right-of-use assets | 31,141 | 32,303 | | | Intangible assets, net | 193,018 | 213,959 | | | Goodwill | 2,482,154 | 2,367,179 | | | Investments | 27,920 | 25,764 | | | Deferred income taxes | 170,368 | 198,286 | | | Other assets | 75,502 | 86,445 | | | Total assets | $ | 3,555,167 | $ | 3,399,807 | | | Liabilities and Equity | | | Current liabilities: | | | Accounts payable | $ | 26,952 | $ | 16,479 | | | Accruals and other current liabilities | 173,255 | 169,522 | | | Cloud Services Subscription deposits | 463,312 | 366,895 | | | Deferred revenues | 278,244 | 245,729 | | | Operating lease liabilities | 13,669 | 11,656 | | | Income taxes payable | 4,778 | 4,053 | | | Current portion of long-term debt | | | | | Total current liabilities | 960,210 | 814,334 | | | Long-term debt | 1,248,912 | 1,388,088 | | | Deferred compensation plan liabilities | 106,831 | 96,684 | | | Long-term operating lease liabilities | 22,150 | 26,894 | | | Deferred revenues | 18,410 | 16,641 | | | Deferred income taxes | 4,368 | 8,612 | | | Income taxes payable | | 3,615 | | | Other liabilities | 4,794 | 3,819 | | | Total liabilities | 2,365,675 | 2,358,687 | | | Commitments and contingencies (Note18) | | | | | Equity: | | | Preferred stock, $0.01par value, authorized 100,000,000shares; none issued oroutstanding as of December31, 2025 and 2024 | | | | | ClassA common stock, $0.01par value, authorized 100,000,000shares; issued and outstanding 11,537,627shares as of December31, 2025 and 2024 | 115 | 115 | | | | | ClassB common stock, $0.01par value, authorized 1,800,000,000shares; issued and outstanding 290,817,470 and 290,439,703shares as of December31, 2025 and 2024, respectively | 2,909 | 2,905 | | | Additional paid-in capital | 1,301,205 | 1,217,986 | | | Accumulated other comprehensive loss | (74,558) | (104,078) | | | Accumulated deficit | (40,258) | (75,941) | | | Total Bentley Systems stockholders equity | 1,189,413 | 1,040,987 | | | Noncontrolling interest | 79 | 133 | | | Total equity | 1,189,492 | 1,041,120 | | | Total liabilities and equity | $ | 3,555,167 | $ | 3,399,807 | | See accompanying notes to consolidated financial statements.F-3Table of ContentsBENTLEY SYSTEMS, INCORPORATEDConsolidated Statements of Operations(in thousands, except share and per share data) | | | Year Ended December31, | | | 2025 | 2024 | 2023 | | | Revenues: | | | Subscriptions | $ | 1,376,696 | $ | 1,223,362 | $ | 1,080,307 | | | Perpetual licenses | 46,180 | 45,961 | 46,038 | | | Subscriptions and licenses | 1,422,876 | 1,269,323 | 1,126,345 | | | Services | 78,903 | 83,772 | 102,068 | | | Total revenues | 1,501,779 | 1,353,095 | 1,228,413 | | | Cost of revenues: | | | Cost of subscriptions and licenses | 201,405 | 173,340 | 169,406 | | | Cost of services | 76,125 | 84,427 | 96,677 | | | Total cost of revenues | 277,530 | 257,767 | 266,083 | | | Gross profit | 1,224,249 | 1,095,328 | 962,330 | | | Operating expenses: | | | Research and development | 307,576 | 281,247 | 274,619 | | | Selling and marketing | 289,543 | 255,177 | 224,336 | | | General and administrative | 217,332 | 210,374 | 180,738 | | | Deferred compensation plan | 14,409 | 12,382 | 13,580 | | | Amortization of purchased intangibles | 32,768 | 33,998 | 38,515 | | | Total operating expenses | 861,628 | 793,178 | 731,788 | | | Income from operations | 362,621 | 302,150 | 230,542 | | | Interest expense, net | (12,435) | (22,044) | (39,793) | | | Other income (expense), net | 547 | 12,949 | (7,222) | | | Income before income taxes | 350,733 | 293,055 | 183,527 | | | (Provision) benefit for income taxes | (72,977) | (58,726) | 143,241 | | | Equity in net income of investees, net of tax | 38 | 104 | 19 | | | Net income | 277,794 | 234,433 | 326,787 | | | Less: Net income (loss) attributable to noncontrolling interest | (67) | (354) | | | | Net income attributable to Bentley Systems | $ | 277,861 | $ | 234,787 | $ | 326,787 | | | | | Net income per share attributable to Bentley Systems stockholders: | | | Basic | $ | 0.88 | $ | 0.75 | $ | 1.05 | | | Diluted | $ | 0.85 | $ | 0.72 | $ | 1.00 | | | Weighted average shares: | | | Basic | 314,690,707 | 314,886,615 | 312,358,823 | | | Diluted | 333,089,213 | 333,774,167 | 332,503,633 | | | | See accompanying notes to consolidated financial statements.F-4Table of ContentsBENTLEY SYSTEMS, INCORPORATEDConsolidated Statements of Comprehensive Income(in thousands) | | | Year Ended December31, | | | 2025 | 2024 | 2023 | | | Net income | $ | 277,794 | $ | 234,433 | $ | 326,787 | | | Other comprehensive income (loss), net of taxes: | | | Foreign currency translation adjustments | 29,360 | (19,308) | 4,774 | | | Actuarial gain (loss) on retirement plan, net of tax effect of $(106), $(45), and $(89), respectively | 173 | 175 | (21) | | | Total other comprehensive income (loss), net of taxes | 29,533 | (19,133) | 4,753 | | | Comprehensive income | 307,327 | 215,300 | 331,540 | | | Less: Net income (loss) attributable to noncontrolling interest | (67) | (354) | | | | Less: Other comprehensive income (loss) attributable to noncontrolling interest | 13 | (42) | | | | Comprehensive income attributable to Bentley Systems | $ | 307,381 | $ | 215,696 | $ | 331,540 | | See accompanying notes to consolidated financial statements.F-5Table of ContentsBENTLEY SYSTEMS, INCORPORATEDConsolidated Statements of Equity(in thousands, except share data) | | | Total | | | Accumulated | Bentley | | | ClassA and ClassB | Additional | Other | Systems | Non- | | | Common Stock | Paid-In | Comprehensive | Accumulated | Stockholders' | Controlling | Total | | | Shares | Par Value | Capital | Loss | Deficit | Equity | Interest | Equity | | | Balance, December31, 2022 | 289,014,487 | $ | 2,890 | $ | 1,030,466 | $ | (89,740) | $ | (370,866) | $ | 572,750 | $ | 704 | $ | 573,454 | | | Net income | | | | | 326,787 | 326,787 | | 326,787 | | | Other comprehensive income | | | | 4,753 | | 4,753 | | 4,753 | | | Dividends declared | | | | | (58,756) | (58,756) | | (58,756) | | | Shares issued in connection with DCP,net | 3,410,006 | 34 | (34) | | (38,456) | (38,456) | | (38,456) | | | DCP elective participant deferrals | | | 1,765 | | | 1,765 | | 1,765 | | | Shares issued in connection with Bonus Plan,net | 247,867 | 3 | 16,788 | | (5,756) | 11,035 | | 11,035 | | | Shares issued in connection with employee stock purchase plan, net | 315,840 | 3 | 9,985 | | (845) | 9,143 | | 9,143 | | | Stock option exercises, net | 2,621,959 | 26 | 11,689 | | (6,581) | 5,134 | | 5,134 | | | Shares issued for stock grants, net | 12,639 | | 600 | | | 600 | | 600 | | | Stock-based compensation expense | | | 55,982 | | | 55,982 | | 55,982 | | | Shares related to restricted stock, net | 643,039 | 7 | (7) | | (7,299) | (7,299) | | (7,299) | | | | | Other | | | | | (160) | (160) | | (160) | | | Balance, December31, 2023 | 296,265,837 | 2,963 | 1,127,234 | (84,987) | (161,932) | 883,278 | 704 | 883,982 | | | Net income (loss) | | | | | 234,787 | 234,787 | (354) | 234,433 | | | Other comprehensive loss | | | | (19,091) | | (19,091) | (42) | (19,133) | | | Dividends declared | | | | | (72,115) | (72,115) | | (72,115) | | | Shares issued in connection with DCP | 4,707,845 | 47 | (47) | | | | | | | | DCP elective participant deferrals | | | 188 | | | 188 | | 188 | | | Shares issued in connection with Bonus Plan | 282,340 | 3 | 14,473 | | | 14,476 | | 14,476 | | | Shares issued in connection with employee stock purchase plan, net | 253,578 | 2 | 11,226 | | (348) | 10,880 | | 10,880 | | | Stock option exercises, net | 844,283 | 8 | 3,999 | | (2,195) | 1,812 | | 1,812 | | | Shares issued for stock grants, net | 11,391 | | 600 | | | 600 | | 600 | | | Stock-based compensation expense | | | 60,322 | | | 60,322 | | 60,322 | | | Shares related to restricted stock, net | 904,789 | 9 | (9) | | (9,966) | (9,966) | | (9,966) | | | Repurchases of ClassB common stock under approved program | (1,292,733) | (12) | | | (64,347) | (64,359) | | (64,359) | | | Other | | | | | 175 | 175 | (175) | | | | Balance, December31, 2024 | 301,977,330 | 3,020 | 1,217,986 | (104,078) | (75,941) | 1,040,987 | 133 | 1,041,120 | | | Net income (loss) | | | | | 277,861 | 277,861 | (67) | 277,794 | | | Other comprehensive income | | | | 29,520 | | 29,520 | 13 | 29,533 | | | Dividends declared | | | | | (84,963) | (84,963) | | (84,963) | | | Shares issued in connection with DCP, net | 1,657,737 | 17 | (17) | | (14,396) | (14,396) | | (14,396) | | | | | Shares issued in connection with Bonus Plan, net | 83,791 | 1 | 6,485 | | (2,371) | 4,115 | | 4,115 | | | Shares issued in connection with employee stock purchase plan, net | 280,767 | 3 | 11,531 | | (539) | 10,995 | | 10,995 | | | Shares issued for stock grants, net | 12,591 | | 600 | | | 600 | | 600 | | | Stock-based compensation expense | | | 64,632 | | | 64,632 | | 64,632 | | | Shares related to restricted stock, net | 1,230,105 | 12 | (12) | | (14,881) | (14,881) | | (14,881) | | | Repurchases of ClassB common stock under approved program | (2,887,224) | (29) | | | (125,028) | (125,057) | | (125,057) | | | | | Balance, December31, 2025 | 302,355,097 | $ | 3,024 | $ | 1,301,205 | $ | (74,558) | $ | (40,258) | $ | 1,189,413 | $ | 79 | $ | 1,189,492 | | See accompanying notes to consolidated financial statements.F-6Table of ContentsBENTLEY SYSTEMS, INCORPORATEDConsolidated Statements of Cash Flows(in thousands) | | | Year Ended December31, | | | 2025 | 2024 | 2023 | | | Cash flows from operating activities: | | | Net income | $ | 277,794 | $ | 234,433 | $ | 326,787 | | | Adjustments to reconcile net income to net cash provided by operating activities: | | | Depreciation, amortization, and impairment | 65,880 | 64,608 | 71,861 | | | Deferred income taxes | 24,333 | 12,571 | (198,878) | | | Stock-based compensation expense | 72,576 | 74,417 | 72,972 | | | Deferred compensation plan | 14,409 | 12,382 | 13,580 | | | Amortization of deferred debt issuance costs | 7,575 | 7,338 | 7,291 | | | Change in fair value of derivative | 10,238 | (10) | 5,038 | | | Foreign currency remeasurement loss (gain) | 664 | (785) | (452) | | | Other | 5,674 | 7,794 | 21,047 | | | Changes in assets and liabilities, net of effect from acquisitions: | | | Accounts receivable | (18,584) | (32,064) | (5,180) | | | Prepaid and other assets | 10,543 | (6,006) | 4,112 | | | Accounts payable, accruals, and other liabilities | (18,440) | (16,642) | (9,167) | | | Cloud Services Subscription deposits | 77,190 | 91,595 | 77,900 | | | Deferred revenues | 19,006 | (1,789) | 19,933 | | | Income taxes payable, net of prepaid income taxes | (10,394) | (12,550) | 9,852 | | | Net cash provided by operating activities | 538,464 | 435,292 | 416,696 | | | Cash flows from investing activities: | | | Purchases of property and equipment and investment in capitalized software | (18,255) | (14,046) | (25,002) | | | Acquisitions, net of cash acquired | (93,252) | (130,407) | (26,023) | | | Purchases of investments | (981) | (1,435) | (11,602) | | | Proceeds from investments | | | 2,123 | | | Other | 179 | 2,621 | | | | Net cash used in investing activities | (112,309) | (143,267) | (60,504) | | | Cash flows from financing activities: | | | Proceeds from credit facilities | 289,567 | 517,643 | 588,154 | | | Payments of credit facilities | (424,882) | (474,356) | (841,723) | | | Repayments of term loan | | (190,000) | (5,000) | | | | | | | Repurchase of convertible senior notes | (9,797) | | | | | | | Payments of debt issuance costs | | (6,184) | | | | Payments of contingent and non-contingent consideration | (310) | (3,022) | (4,324) | | | Payments of dividends | (84,963) | (72,115) | (58,756) | | | Proceeds from stock purchases under employee stock purchase plan | 11,534 | 11,228 | 9,988 | | | Proceeds from exercise of stock options | | 4,007 | 11,715 | | | Payments for shares acquired including shares withheld for taxes | (32,187) | (12,504) | (58,937) | | | Repurchases of ClassB common stock under approved program | (125,057) | (64,359) | | | | Other | (203) | (188) | (191) | | | Net cash used in financing activities | (376,298) | (289,850) | (359,074) | | | Effect of exchange rate changes on cash and cash equivalents | 9,412 | (6,578) | (390) | | | Increase (decrease) in cash and cash equivalents | 59,269 | (4,403) | (3,272) | | | Cash and cash equivalents, beginning of year | 64,009 | 68,412 | 71,684 | | | Cash and cash equivalents, end of year | $ | 123,278 | $ | 64,009 | $ | 68,412 | | F-7Table of ContentsBENTLEY SYSTEMS, INCORPORATEDConsolidated Statements of Cash Flows(in thousands) | | | Year Ended December31, | | | 2025 | 2024 | 2023 | | | Supplemental information: | | | Cash paid for income taxes (1) | $ | 61,488 | $ | 59,745 | $ | 43,619 | | | Income tax refunds | $ | 2,393 | $ | 2,219 | $ | 1,188 | | | Cash paid for interest | $ | 7,846 | $ | 17,202 | $ | 37,389 | | | Non-cash investing and financing activities: | | | Non-marketable equity investment | $ | | $ | | $ | 3,500 | | | | | Deferred, non-contingent consideration, net | $ | | $ | | $ | 525 | | | Share-settled Bonus Plan awards | $ | 6,486 | $ | 14,476 | $ | 16,791 | | | DCP elective participant deferrals | $ | | $ | 188 | $ | 1,765 | | | | | | (1)Cash paid for income taxes includes thirdparty withholding taxes.See accompanying notes to consolidated financial statements.F-8Table of ContentsBENTLEY SYSTEMS, INCORPORATEDNotes to Consolidated Financial Statements(in thousands, except share and per share data)Note1: Description of Business and Summary of Significant Accounting PoliciesBusiness and OperationsBentley Systems is the infrastructure engineering software company. The Companys purpose is to advance the worlds infrastructure for better quality of life. The Companys mission is to reshape how infrastructure systems and critical resources are delivered and optimized.The Company serves enterprises and professionals across the infrastructure lifecycle, from the design and construction of new projects to the operation and maintenance of existing assets. The Companys Bentley Open Applications and Seequent applications are primarily cloud-connected desktop modeling and simulation applications that support the breadth of engineering and geoprofessional disciplines. Bentley Infrastructure Cloud, provided via cloud and hybrid environments, extends enterprise collaboration during project delivery, and helps manage engineering information during operations and maintenance. Bentley Asset Analytics products automatically detect and analyze issues to trigger key operational workflows, improving overall asset performance. Powering these products is the Cesium and iTwin Platform, a cloudnative technology platform to create, curate, and leverage infrastructure digital twins. Through the Companys platform, products are becoming increasingly data-centric to take advantage of digital twin and AI capabilities.Basis of Presentation and ConsolidationThe accompanying consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.The consolidated financial statements and accompanying notes have been prepared in U.S. dollars. Gains and losses resulting from foreign currency transactions denominated in currencies other than the functional currency are included in Other income (expense), net in the consolidated statements of operations. The assets and liabilities of foreign subsidiaries are translated from their respective functional currencies into U.S. dollars at the rates in effect at the balance sheet date, and revenue and expense amounts are translated at average rates during the period. Foreign currency translation adjustments are recorded as a component of Other comprehensive income (loss), net of taxes in the consolidated statements of comprehensive income.ReclassificationsCertain reclassifications of prior period amounts have been made to conform to the current period presentation.Accounting PoliciesThe Companys consolidated financial statements are prepared in accordance with GAAP, which require management to select accounting policies and make estimates that affect the reported amount of assets, liabilities, revenues, and expenses, and the related disclosure of contingent assets and contingent liabilities. Actual results could differ materially from these estimates.Information on other accounting policies and methods used in the preparation of the Companys consolidated financial statements are included, where applicable, in their respective notes to the consolidated financial statements that follow. Below is a discussion of accounting policies and methods used in the consolidated financial statements that are not presented within other notes to the consolidated financial statements.F-9Table of ContentsCost of Revenues Cost of Revenues is comprised of Cost of subscriptions and licenses and Cost of Services in the consolidated statements of operations. Cost of subscription and licenses expenses primarily include headcountrelated costs, as well as cloudrelated costs incurred for servicing the Companys accounts using cloud provisioned offerings and the Companys license administration platform. Cost of subscriptions and licenses expenses also include channel partner compensation for providing sales coverage to users, depreciation of property and equipment, amortization of capitalized software costs associated with servicing software subscriptions and the Companys ACDP described below, and amortization of intangible assets associated with acquired software and technology. Cost of services expenses primarily include headcountrelated costs, as well as depreciation of property and equipment, and amortization of capitalized software costs used for providing training, implementation, configuration, and customization services to accounts.Software Development Costs The Companys software development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external accounts, before technological feasibility is reached, are included in Research and development in the consolidated statements of operations. Research and development expenses, which are generally expensed as incurred, primarily consist of headcountrelated costs. In general, technological feasibility is reached shortly before the release of such products.Under its ACDP (the Companys structured approach to an inhouse business incubator function), the Company capitalizes certain development costs related to specified projects once technological feasibility is established. Technological feasibility is established when a detailed program design has been completed and documented, the Company has established that the necessary skills, hardware, and software technology are available to produce the product, and there are no unresolved highrisk development issues. Once the software is ready for its intended use, amortization is recorded over the softwares estimated useful life (generally three years). Total costs capitalized under the ACDP were $2,053, $3,878, and $4,558 for the years ended December31, 2025, 2024, and 2023, respectively. Additionally, total ACDP related amortization was $5,711, $3,720, and $7,711 for the years ended December31, 2025, 2024, and 2023, respectively, and is included in Cost of subscriptions and licenses in the consolidated statements of operations. The Company evaluates the recoverability of capitalized ACDP costs whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Impairments of capitalized ACDP, which were recorded as amortization expense in Cost of subscriptions and licenses in the consolidated statements of operations, were not material during the years ended December31, 2025, 2024, or 2023. As of December31, 2025 and 2024, $10,270 and $12,961 of ACDP capitalized costs were recorded in Other assets in the consolidated balance sheets, respectively.Advertising Expense The Company expenses advertising costs as incurred. Advertising expense for the years ended December31, 2025, 2024, and 2023 was $6,387, $6,383, and $5,365, respectively, and is included in Selling and marketing in the consolidated statements of operations.Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. As of December31, 2025 and 2024, all of the Companys cash and cash equivalents consisted of money market funds and cash held in checking accounts maintained at various financial institutions. Cash equivalents are recorded at cost, which approximates fair value.Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable primarily represent receivables from customers for products and services invoiced by the Company for which payment is outstanding and also unbilled accounts receivable (see Note3). Receivables are recorded at the invoiced amount and do not bear interest.The Company establishes an allowance for doubtful accounts for expected losses during the accounts receivable collection process. The allowance for doubtful accounts is presented separately in the consolidated balance sheets and reduces the accounts receivable balance to the net realizable value of the outstanding accounts receivable. The development of the allowance for doubtful accounts is based on an expected loss model which considers historical writeoff and recovery experience, aging trends affecting specific accounts, and general operational factors affecting all accounts. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.F-10Table of ContentsThe Company considers current economic trends and takes into account reasonable and supportable forecasts of future conditions when evaluating the adequacy of the allowance for doubtful accounts. If circumstances relating to specific customers change or unexpected changes occur in the general business environment, the Companys estimate of the recoverability of receivables could be further adjusted.Activity related to the Companys allowance for doubtful accounts was as follows: | | | Year Ended December31, | | | 2025 | 2024 | | | Balance, beginning of year | $ | 8,395 | $ | 8,965 | | | Additions to reserve | 6,537 | 7,365 | | | Write-offs, net of recoveries | (7,534) | (7,634) | | | Foreign currency translation adjustments | 211 | (301) | | | Balance, end of year | $ | 7,609 | $ | 8,395 | | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of its cash and cash equivalents, and receivables. To reduce credit risk, the Company performs ongoing credit evaluations of its customers and limits the amount of credit extended when deemed necessary. Generally, the Company requires no collateral from its customers. The Company maintains an allowance for potential credit losses, but historically has not experienced any significant losses related to individual customers or groups of customers in any particular industry or geographic region. No single customer accounted for more than 2% of the Companys total revenues for the years ended December31, 2025, 2024, or 2023.The Companys cash and cash equivalents are deposited with financial institutions and invested in money market funds that the Company believes are of high credit quality.Internal-Use Software Implementation Costs The Company has entered into cloud-based software hosting arrangements related to new internal-use information technology systems, including new enterprise-wide administrative and business management platforms. Certain implementation costs are capitalized and included in Prepaid and other current assets or Other assets in the consolidated balance sheets, depending on the short- or long-term nature of such costs. Costs incurred during the preliminary project stage and post-implementation stage are expensed as incurred. Capitalized internal-use software implementation costs are amortized, beginning on the date the related software is ready for its intended use, on a straight-line basis over the remaining term of the hosting arrangement primarily as a component of General and administrative and Selling and marketing in the consolidated statements of operations. Options to extend the hosting arrangement are considered in determining the remaining term when it is reasonably certain that the option will be exercised. The Company evaluates the recoverability of capitalized internal-use software implementation costs whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable.Capitalized internal-use software implementation costs are included in the consolidated balance sheets as follows: | | | December31, | | | 2025 | 2024 | | | Prepaid and other current assets | $ | 4,556 | $ | 2,862 | | | Other assets | 21,617 | 15,929 | | | Total internal-use software implementation costs | $ | 26,173 | $ | 18,791 | | Amortization of internal-use software implementation costs for the years ended December31, 2025, 2024, and 2023 was $3,673, $1,712, and $865, respectively.F-11Table of ContentsNote2: Recent Accounting PronouncementsIn September2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.202506, IntangiblesGoodwill and OtherInternal-Use Software (Subtopic35040): Targeted Improvements to the Accounting for Internal-Use Software (ASU202506), which amends certain aspects of the accounting for and disclosure of software costs under Subtopic350-40, referred to as internal-use software. ASU2025-06 is effective for the Company for the annual reporting period beginning after December15, 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 ASU2025-06 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 ASU202506 on its consolidated financial statements.In July2025, the FASB issued ASU No.202505, Financial InstrumentsCredit Losses (Topic326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU202505), which provides public entities with an optional practical expedient when estimating expected credit losses for current accounts receivables and current contract assets arising from transactions accounted for under Revenue from Contracts with Customers (Topic606), that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. ASU2025-05 is effective for the Company for annual reporting periods beginning after December15, 2025 and interim reporting periods within those annual reporting periods if the Company elects the practical expedient. Early adoption is permitted. The Company currently does not expect a material impact of the adoption of ASU202505 on its consolidated financial statements and related disclosures.In November2024, the FASB issued ASU No.202403, Income StatementsReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses (ASU202403), 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. ASU2024-03 is effective for the Company for the annual reporting period beginning after December15, 2026, and interim periods beginning after December15, 2027. Early adoption is permitted. The amendments in ASU2024-03 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 ASU202403, however, other than additional disclosure, the Company does not expect a change to the consolidated financial statements.In March2024, the SEC adopted the final rule under SEC Release No.3311275, The Enhancement and Standardization of ClimateRelated Disclosures for Investors. The final rule requires registrants to disclose certain climaterelated information in registration statements and annual reports. The final rule disclosure requirements would have begun phasing in prospectively for the Companys fiscal year beginning January1, 2025. In April 2024, the SEC issued an order staying the final rule pending completion of a judicial review of certain petitions challenging their validity. In March 2025, the SEC voted to end its defense of the final rule. In September 2025, judicial review was suspended awaiting SEC clarity on its position. The Company is currently monitoring the status of the final rule pending the courts ultimate decision and evaluating the impact of the final rule on its consolidated financial statements disclosures.Recently Adopted Accounting GuidanceIn December2023, the FASB issued ASU No.202309, Income Taxes (Topic740): Improvements to Income Tax Disclosures (ASU202309), which expands disclosures in an entitys income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. The Company adopted this ASU during the year ended December31, 2025 (see Note16).F-12Table of ContentsNote3: Revenue from Contracts with CustomersDisaggregation of RevenuesThe Companys revenues consist of the following: | | | Year Ended December31, | | | 2025 | 2024 | 2023 | | | Subscriptions: | | | Enterprise subscriptions (1) | $ | 623,064 | $ | 530,367 | $ | 433,321 | | | SELECT subscriptions | 267,242 | 258,504 | 258,288 | | | Term license subscriptions | 486,390 | 434,491 | 388,698 | | | Subscriptions | 1,376,696 | 1,223,362 | 1,080,307 | | | Perpetual licenses | 46,180 | 45,961 | 46,038 | | | Subscriptions and licenses | 1,422,876 | 1,269,323 | 1,126,345 | | | Services: | | | Recurring | 14,654 | 14,642 | 16,370 | | | Other | 64,249 | 69,130 | 85,698 | | | Services | 78,903 | 83,772 | 102,068 | | | Total revenues | $ | 1,501,779 | $ | 1,353,095 | $ | 1,228,413 | | | | | | (1)Enterprise subscriptions are primarily revenues attributable to E365 subscriptions of $614,306, $517,997, and $411,025 for the years ended December31, 2025, 2024, and 2023, 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 years ended December31, 2025, 2024, and 2023, the Company recognized $777,411, $679,811, and $592,737 of license related revenues, respectively, of which $731,231, $633,850, and $546,699, respectively, were attributable to the term license component of the Companys subscriptionbased 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: | | | Year Ended December31, | | | 2025 | 2024 | 2023 | | | Americas (1) | $ | 790,495 | $ | 717,002 | $ | 650,926 | | | EMEA | 436,828 | 388,384 | 353,550 | | | APAC | 274,456 | 247,709 | 223,937 | | | Total revenues | $ | 1,501,779 | $ | 1,353,095 | $ | 1,228,413 | | | | | | (1)Americas includes the U.S., Canada, and Latin America (including the Caribbean). Revenue attributable to the U.S. totaled $620,441, $561,683, and $511,828 for the years ended December31, 2025, 2024, and 2023, respectively.The Company primarily utilizes its direct internal sales force and also has arrangements through independent channel partners to promote and sell its products and subscriptions to endusers. Channel partners are authorized to promote the sale of an authorized set of the Companys products and subscriptions within an authorized geographic region under a Channel Partner Agreement. The Company derived 6%, 7%, and 8% of its total revenues through channel partners for the years ended December31, 2025, 2024, and 2023, respectively.F-13Table of ContentsNature of Products and ServicesThe Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the expected consideration received in exchange for those goods or services. The Company generates revenues from subscriptions, perpetual licenses, and services.Subscriptions and perpetual licenses are typically paid upfront, and services are typically paid in arrears, based on the contract terms described below, generally with payment terms of 30 days. The Company does not have any material variable consideration, such as obligations for returns, refunds, or warranties.SubscriptionsEnterprise SubscriptionsThe Company provides enterprise subscription offerings, which provide its enterprise accounts with complete and unlimited global access to the Companys comprehensive portfolio of integrated software offerings. E365 subscriptions require a CSS (described below) and are charged to accounts primarily based upon daily usage. The daily usage fee includes a term license component, SELECT maintenance and support, hosting, and Blueprints, which are specific, structured engagements outlined in a statement of work and designed to enable accounts to achieve optimal business outcomes through more efficient and effective utilization of the Companys software. E365 revenues are recognized based upon usage incurred by the account. Usage is primarily defined as distinct user access on a daily basis. E365 subscriptions typically contain quarterly usage floors or ceilings. The term of E365 subscriptions aligns with calendar quarters and revenue is recognized based on actual usage.SELECT SubscriptionsThe Company provides prepaid annual recurring subscriptions that accounts (which are based on distinct contractual and billing relationships with the Company, where affiliated entities of a single parent company may each have an independent account with the Company) can elect to add to a new or previously purchased perpetual license. SELECT provides accounts with benefits, including upgrades, comprehensive technical support, pooled licensing benefits, annual portfolio balancing exchange rights, learning benefits, certain Azurebased cloud collaboration services, mobility advantages, and access to other available benefits. SELECT subscriptions revenues are recognized as distinct performance obligations are satisfied. The performance obligations within the SELECT offering, outside of the portfolio balancing exchange right, are concurrently delivered and have the same pattern of recognition. These performance obligations are accounted for ratably over the term as a single performance obligation.Term License SubscriptionsThe Company provides annual, quarterly, and monthly term licenses for its software products. Term license subscriptions contain a term license component and SELECT maintenance and support. Revenue is allocated to the various performance obligations based on their SSP. Annual term licenses (ATL) are generally prepaid annually for named user access to specific products and include the Companys Virtuoso subscriptions sold via the Companys Virtuosity eStore for practitioner licenses. Virtuoso subscriptions are bundles with customizable training and expert consultation administered through keys or credits. Quarterly term license (QTL) subscriptions allow accounts to pay quarterly in arrears for license usage that is beyond their prepaid subscriptions. Monthly term license (MTL) subscriptions are identical to QTL subscriptions, except for the term of the license, and the manner in which they are monetized. MTL subscriptions require a CSS described below. For ATL, revenue allocated to the term license component is recognized upon delivery at the start of the subscription term while revenue for the SELECT maintenance and support is recognized as delivered over the subscription term. For Virtuoso keys, revenue is recognized as services are delivered. For usagebased QTL and MTL subscriptions, revenues are recognized based upon usage incurred by the account. Usage is defined as peak usage over the respective terms. The terms of QTL and MTL subscriptions align with calendar quarters and calendar months, respectively, and revenue is recognized based on actual usage.F-14Table of ContentsVisas are QTLs or ATLs enabling users to access specific project or enterprise information and entitles users to certain functionality of the Companys Bentley Infrastructure Cloud offerings. The Companys standard offerings are usage based with monetization through the Companys CSS program described below.CSS is a program designed to streamline the procurement, administration, and payment process. The program requires an estimation of annual usage for CSS eligible offerings and a deposit of funds in advance. Actual consumption is monitored and invoiced against the deposit on a calendar quarter basis. CSS balances not utilized for eligible products or services may roll over to future periods or are refundable. Paid and unconsumed CSS balances are recorded in Cloud Services Subscription deposits in the consolidated balance sheets. Software and services consumed under CSS are recognized pursuant to the applicable revenue recognition guidance for the respective software or service and classified as subscriptions or services based on their respective nature.Perpetual LicensesPerpetual licenses may be sold with or without attaching a SELECT subscription. Historically, attachment and retention of the SELECT subscription has been high given the benefits of the SELECT subscription discussed above. Perpetual licenses revenues are recognized upon delivery of the license to the user.ServicesThe Company provides professional services, including training, implementation, configuration, and customization services. The Company performs projects on both a time and materials and a fixed fee basis. Certain of the Companys fixedfee arrangements, including its Success Services offerings, are structured as subscriptionlike, packaged offerings that are annually recurring in nature. Success Services are standard service offerings that provide a level of dedicated professional services above the standard technical support offered to all accounts as part of their SELECT or enterprise agreement. Revenues are recognized as services are performed.Significant Judgments and EstimatesThe Companys contracts with customers may include promises to transfer licenses (perpetual or termbased), maintenance, and services to a user. Judgment is required to determine if the promises are separate performance obligations, and if so, the allocation of the transaction price to each performance obligation. When an arrangement includes multiple performance obligations which are concurrently delivered and have the same pattern of transfer to the customer, the Company accounts for those performance obligations as a single performance obligation. For contracts with more than one performance obligation, the transaction price is allocated among the performance obligations in an amount that depicts the relative SSP of each obligation. Judgment is required to determine the SSP for each distinct performance obligation. In instances where SSP is not directly observable, such as when the Company does not sell the product or service separately, the Company determines the SSP using information that may include market conditions and other observable inputs. The Company uses a range of amounts to estimate SSP when it sells each of the products and services separately and needs to determine whether there is a discount that should be allocated based on the relative SSP of the various products and services.The Companys SELECT agreement provides users with perpetual licenses a right to exchange software for other eligible perpetual licenses on an annual basis upon renewal. The Company refers to this option as portfolio balancing and has concluded that the portfolio balancing feature represents a material right resulting in the deferral of the associated revenue. Judgment is required to estimate the percentage of users who may elect to portfolio balance and considers inputs such as historical user elections. This feature is available once per term and must be exercised prior to the respective renewal term. The Company recognizes the associated revenue upon election or when the portfolio balancing right expires. This right is included in the initial and subsequent renewal terms and the Company reestablishes the revenue deferral for the material right upon the beginning of the renewal term.F-15Table of ContentsUnbilled Accounts ReceivableUnbilled 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 December31, 2025 and 2024, unbilled accounts receivable were $182,315 and $159,924, respectively.Contract BalancesAs of December31, 2025 and 2024, the Companys 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 were not material as of December31, 2025 or 2024.Deferred revenues consist of billings made or payments received in advance of revenue recognition from subscriptions and services. The primary changes in deferred revenues are due to the Companys 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 year ended December31, 2025, $253,003 of revenues that were included in the December31, 2024 deferred revenues balance were recognized. There were additional deferrals of $270,695, which were primarily related to new billings. For the year ended December31, 2024, $231,114 of revenues that were included in the December31, 2023 deferred revenues balance were recognized. There were additional deferrals of $233,910, which were primarily related to new billings.As of December31, 2025 and 2024, the Company deferred $19,822 and $18,540, respectively, related to portfolio balancing exchange rights which is included in Deferred revenues in the consolidated balance sheets.Costs to Obtain a Contract with a CustomerThe Company recognizes an asset for the incremental costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be longer than one year. The contract costs are amortized based on the economic life of the goods and services to which the contract costs relate. The Company has determined that costs under certain sales incentive programs meet the requirements to be capitalized. The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. These costs include the Companys internal sales force compensation program and certain channel partner sales incentive programs for which the annual compensation is commensurate with annual sales activities.As of December31, 2025 and 2024, deferred costs of $4,969 and $4,490, respectively, are included in Prepaid and other current assets in the consolidated balance sheets and $10,572 and $10,715, respectively, are included in Other assets in the consolidated balance sheets. Amortization expense related to assets recognized from costs to obtain a contract with a customer was $5,746, $5,241, and $5,567 for the years ended December31, 2025, 2024, and 2023, respectively, and is included in Cost of subscriptions and licenses and Selling and marketing in the consolidated statements of operations. Impairments of contract cost assets were not material during the years ended December31, 2025, 2024, or 2023.Remaining Performance ObligationsThe Companys contracts with customers include amounts allocated to performance obligations that will be satisfied at a later date. As of December31, 2025, amounts allocated to these remaining performance obligations are $296,654, of which the Company expects to recognize approximately 94% over the next 12 months with the remaining amount thereafter.F-16Table of ContentsNote4: AcquisitionsThe aggregate details of the Companys acquisition activity are as follows: | | | Acquisitions Completed During | | | Year Ended December31, | | | 2025 | 2024 | 2023 | | | Number of acquisitions | 2 | 3 | 3 | | | Cash paid at closing (1) | $ | 101,475 | $ | 143,299 | $ | 26,287 | | | Cash acquired | (8,223) | (12,892) | (264) | | | Net cash paid | $ | 93,252 | $ | 130,407 | $ | 26,023 | | | | | | (1)Of the cash paid at closing, $9,500 was held in an escrow account to secure any potential indemnification and other obligations of the seller as of December31, 2025.The operating results for any acquired business are included in the Companys consolidated financial statements from the closing date of each respective acquisition and were not material, individually or in the aggregate, to the Companys consolidated financial 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: | | | Acquisitions Completed During | | | Year Ended December31, | | | 2025 | 2024 | 2023 | | | Consideration: | | | Cash paid at closing | $ | 101,475 | $ | 143,299 | $ | 26,287 | | | | | Deferred, non-contingent consideration, net | | | 525 | | | Other | | 108 | 15 | | | Total consideration | $ | 101,475 | $ | 143,407 | $ | 26,827 | | | Assets acquired and liabilities assumed: | | | Cash | $ | 8,223 | $ | 12,892 | $ | 264 | | | Accounts receivable and other current assets | 3,596 | 6,102 | 1,742 | | | Operating lease right-of-use assets | 309 | 103 | 397 | | | | | Deferred income taxes | 29 | | 2,151 | | | Other assets | 864 | 86 | 6 | | | Software and technology (weighted average useful life of 3, 5, and 3years, respectively) | 5,901 | 7,025 | 3,077 | | | Customer relationships (weighted average useful life of 5, 3, and 6years, respectively) | 14,600 | 284 | 3,900 | | | Trademarks (weighted average useful life of 5, 10, and 5years, respectively) | 2,800 | 5,145 | 1,000 | | | | | Total identifiable assets acquired excluding goodwill | 36,322 | 31,637 | 12,537 | | | Accruals and other current liabilities | (2,945) | (5,778) | (624) | | | Deferred revenues | (406) | (2,427) | (4,623) | | | Operating lease liabilities | (309) | (103) | (397) | | | Deferred income taxes | (419) | (136) | | | | | | Total liabilities assumed | (4,079) | (8,444) | (5,644) | | | Net identifiable assets acquired excluding goodwill | 32,243 | 23,193 | 6,893 | | | Goodwill | 69,232 | 120,214 | 19,934 | | | Net assets acquired | $ | 101,475 | $ | 143,407 | $ | 26,827 | | F-17Table of ContentsThe Company allocates the purchase price for each acquisition to the net tangible and intangible assets acquired and liabilities assumed based on their estimated fair value at the respective acquisition date, with the exception of deferred revenues which are recognized and measured on the acquisition date in accordance with the Companys revenue recognition policies in Note3. The fair values of the working capital, other assets (liabilities), and property and equipment approximated their respective carrying values as of the acquisition date. The fair values of the intangible assets were primarily determined using the income approach. When applying the income approach, indications of fair values were developed by discounting future net cash flows to their present values at marketbased rates of return. The cash flows were based on estimates used to price the acquisitions and the discount rates applied were benchmarked with reference to the implied rate of return from the Companys pricing model and the weighted average cost of capital. Goodwill is measured as the excess of the purchase price over the value of net identifiable assets acquired. While best estimates and assumptions are used to accurately value assets acquired and liabilities assumed at the acquisition date, as well as contingent and noncontingent consideration, where applicable, the Companys estimates are inherently uncertain and subject to refinement. Any adjustments to estimated fair value are recorded to goodwill, provided that the Company is within the measurement period (up to one year from the acquisition date) and that the Company continues to collect information to determine estimated fair value. Subsequent to the measurement period or the Companys final determination of estimated fair value, whichever comes first, adjustments are recorded in the consolidated statements of operations.Goodwill recorded in connection with the acquisitions was attributable to synergies expected to arise from cost saving opportunities, as well as future expected cash flows. The Company expects $8,799 of the goodwill recorded relating to the 2025 acquisitions will be deductible for income tax purposes.The Company is in the process of finalizing the purchase accounting for certain acquisitions completed during the year ended December31, 2025. The initial accounting for these business combinations 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 working capital, tax assets and liabilities, and amounts allocated to goodwill.Note5: Property and EquipmentProperty and equipment, net consist of the following: | | | December31, | | | 2025 | 2024 | | | Land | $ | 1,341 | $ | 1,341 | | | Building and improvements | 34,429 | 32,115 | | | Computer equipment and software | 62,274 | 50,696 | | | Furniture, fixtures, and equipment | 12,653 | 9,183 | | | Aircraft | 2,038 | 2,038 | | | Other | 65 | 40 | | | Property and equipment, at cost | 112,800 | 95,413 | | | Less: Accumulated depreciation | (76,769) | (61,615) | | | Total property and equipment, net | $ | 36,031 | $ | 33,798 | | Depreciation expense for the years ended December31, 2025, 2024, and 2023 was $14,505, $13,684, and $12,368, respectively.F-18Table of ContentsProperty and equipment are recorded at cost less accumulated depreciation. Depreciation is calculated using the straightline method over the estimated useful lives of the assets. Leasehold improvements are depreciated over the shorter of the estimated useful life of the leasehold improvements or the lease term. Land is not depreciated. Depreciation for equipment commences once it is placed in service, and depreciation for buildings and leasehold improvements commences once they are ready for their intended use.Estimated useful lives of property and equipment are as follows: | | | Useful Life | | | Building and improvements | 25 | years | | | Computer equipment and software | 3 | years | | | Furniture, fixtures, and equipment | 5 | years | | | Aircraft | 6 | years | | Cost of maintenance and repairs is charged to expense as incurred. Upon retirement or other disposition, the cost of the asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the consolidated statements of operations. Related to the aircraft, ongoing operating and fixed costs are shared on a proportional use basis subject to a costsharing agreement as the Companys Executive Chair owns 50%. Such costs were not material during the years ended December31, 2025, 2024, or 2023. The Company evaluates the recoverability of property and equipment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. If circumstances require an asset to be tested for possible impairment, the Company first compares the undiscounted cash flows expected to be generated by that asset to its carrying value. If the carrying value of the asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Impairments of property and equipment were not material during the years ended December31, 2025, 2024, or 2023. Note6: Goodwill and Other Intangible Assets The Companys intangible assets primarily arise from acquisitions and principally consist of goodwill, acquired software and technology, customer relationships, and trademarks. Finite-lived intangible assets are amortized on a straightline basis over their estimated useful lives. Goodwill The changes in the carrying amount of goodwill are as follows: | | | Balance, December31, 2023 | $ | 2,269,336 | | | Acquisitions | 120,214 | | | Foreign currency translation adjustments | (21,538) | | | Other adjustments | (833) | | | Balance, December31, 2024 | 2,367,179 | | | Acquisitions | 69,232 | | | Foreign currency translation adjustments | 45,064 | | | Other adjustments | 679 | | | Balance, December31, 2025 | $ | 2,482,154 | | Goodwill consists of the excess of cost over the fair value of net assets acquired in business combinations. Goodwill is not amortized, but instead is tested annually for impairment on October1, or more frequently if events occur or circumstances change that would more likely than not reduce its fair value below its carrying amount. The Company allocates goodwill to reporting units on a relative fair value basis.F-19Table of ContentsIn testing for goodwill impairment, the Company may first qualitatively assess whether it is more likely than not (a likelihood of more than 50 percent) that a goodwill impairment exists. If it is determined that a quantitative assessment is required and the carrying amount exceeds its fair value, the Company will recognize goodwill impairment in the amount in which the carrying amount of the reporting unit exceeds its fair value, but not to exceed the carrying amount of goodwill within the reporting unit. There was no impairment of goodwill as a result of the Companys annual impairment assessments conducted for the years ended December31, 2025, 2024, or 2023.Other Intangible AssetsDetails of intangible assets other than goodwill are as follows: | | | Remaining Weighted Average Useful Lifeas of December31, 2025 | December31, 2025 | December31, 2024 | | | GrossCarryingAmount | AccumulatedAmortization | Net BookValue | GrossCarryingAmount | AccumulatedAmortization | Net BookValue | | | Intangible assets subject to amortization: | | | Software and technology | 2.3years | $ | 88,183 | $ | (70,058) | $ | 18,125 | $ | 86,578 | $ | (61,671) | $ | 24,907 | | | Customer relationships | 5.4years | 332,959 | (189,838) | 143,121 | 315,773 | (162,175) | 153,598 | | | Trademarks | 5.8years | 77,764 | (45,992) | 31,772 | 74,034 | (38,593) | 35,441 | | | Non-compete agreements | N/A | | | | 350 | (337) | 13 | | | | | | | | | Total intangible assets | $ | 498,906 | $ | (305,888) | $ | 193,018 | $ | 476,735 | $ | (262,776) | $ | 213,959 | | The aggregate amortization expense for purchased intangible assets with finite lives is included in the consolidated statements of operations as follows: | | | Year Ended December31, | | | 2025 | 2024 | 2023 | | | Cost of subscriptions and licenses | $ | 12,890 | $ | 12,681 | $ | 12,704 | | | Amortization of purchased intangibles | 32,768 | 33,998 | 38,515 | | | Total amortization expense | $ | 45,658 | $ | 46,679 | $ | 51,219 | | Amortization expense for purchased intangible assets with finite lives for the years after December31, 2025 are estimated as follows: | | | 2026 | $ | 43,138 | | | 2027 | 36,075 | | | 2028 | 34,575 | | | 2029 | 31,089 | | | 2030 | 29,371 | | | Thereafter | 18,770 | | | $ | 193,018 | | The Company evaluates intangible assets subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that useful lives of those assets are no longer appropriate. If circumstances require an asset to be tested for possible impairment, the Company first compares the undiscounted cash flows expected to be generated by that asset to its carrying value. If the carrying value of the asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. There was no impairment of intangible assets subject to amortization for the years ended December31, 2025, 2024, or 2023.F-20Table of ContentsNote7: InvestmentsInvestments consist of the following: | | | December31, | | | 2025 | 2024 | | | Non-marketable equity investments | $ | 25,298 | $ | 23,289 | | | Equity method investments | 2,622 | 2,475 | | | Total investments | $ | 27,920 | $ | 25,764 | | Non-Marketable Equity InvestmentsThe Company invests in privately-held technology development companies in which it does not have a controlling interest or the ability to exercise significant influence. These investments consist of equity securities that do not have readily determinable values and are accounted for using the measurement alternative, recording at cost less impairments, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same investee. The Companys share of income or loss of such companies is not included in the Companys consolidated statements of operations.In March2023, the Company acquired an equity interest in Worldsensing, a leading global connectivity hardware platform company for infrastructure monitoring, via contribution of its sensemetrics Thread connectivity device business (the Thread business) and cash. The noncash contribution of the Thread business resulted in an insignificant gain, which was recorded in Other income (expense), net in the consolidated statements of operations for the year ended December31, 2023. As of December31, 2025 and 2024, the Companys investment balance in Worldsensing was $8,928.During the years ended December31, 2025 and 2024, the Company invested a total of $981 and $1,435, respectively. During the year ended December31, 2023, the Company recognized gains on investments of $2,360, which were recorded in Other income (expense), net in the consolidated statements of operations (see Note20).During the second quarter of 2024, the Company acquired a business for $5,000 from Teralytics Holdings AG (Teralytics), a global platform company for human mobility analysis. During the fourth quarter of 2024, the Company sold its ownership percentage in Teralytics, which resulted in no gain or loss.The Company tests its investments for impairment whenever circumstances indicate that the carrying value of these investments may not be recoverable. Impairment of investments were not material during the year ended December31, 2025 or 2024. During the year ended December31, 2023, the Company recognized impairment charges of $14,588 to writedown certain non-marketable equity investments to their fair value primarily as a result of the investees decline in operating performance and the overall decline in the venture investment valuation environment. The impairment charges included $11,130 to writeoff the Companys non-marketable equity investment in Teralytics. The impairment charges were recorded in Other income (expense), net in the consolidated statements of operations for the year ended December31, 2023 (see Note20).Equity Method InvestmentsThe Company applies the equity method of accounting for its investment in which it does have the ability to exercise significant influence. Under the equity method, the Company recognizes its initial investment at cost and updates the carrying value of its investment by its proportional share of income or losses from the investment. In addition, the Company decreases the carrying value by any dividends received from the investee. The Company does not otherwise adjust the carrying value to reflect changes to the fair market value of the investment. The Companys equity method investments in joint ventures are considered related parties.No investments were made during the years ended December31, 2025 and 2024. During the years ended December31, 2025 and 2024, transactions between the Company and its joint ventures were not material to the Companys consolidated financial statements.F-21Table of ContentsNote8: LeasesThe Companys operating leases consist of office facilities, office equipment, and automobiles. As of December31, 2025, the Companys leases have remaining terms of less than one year to eight years, some of which include one or more options to renew, with renewal terms from one year to five years and some of which include options to terminate the leases from less than one year to five years.The Company determines if an arrangement is a lease at inception. Operating leases are included in Operating lease rightofuse assets, Operating lease liabilities, and Longterm operating lease liabilities in the consolidated balance sheets. Operating lease rightofuse assets represent the Companys right to use an underlying asset for the lease term and operating lease liabilities represent the Companys obligation to make lease payments arising from the lease. Operating lease rightofuse assets and operating lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate, if the Companys leases do not provide an implicit rate, based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is determined based on the Companys estimated credit rating, the term of the lease, economic environment where the asset resides, and full collateralization. The operating lease rightofuse assets also include any lease payments made and are reduced by any lease incentives. Options to extend or terminate the lease are considered in determining the lease term when it is reasonably certain that the option will be exercised. Lease expense for lease payments is recognized on a straightline basis over the lease term.For contracts with lease and nonlease components, the Company has elected not to allocate the contract consideration, and account for the lease and non-lease components as a single lease component. Payments under the Companys lease arrangements are primarily fixed, however, certain lease agreements contain variable payments, which are expensed as incurred and not included in the operating lease assets and liabilities. Variable lease cost may include common area maintenance, property taxes, and utilities. The Company has elected not to recognize a rightofuse asset or lease liability for shortterm leases (leases with a term of twelve months or less). Shortterm leases are recognized in the consolidated statements of operations on a straightline basis over the lease term.The components of operating lease cost is included in the consolidated statements of operations as follows: | | | Year Ended December31, | | | 2025 | 2024 | 2023 | | | Operating lease cost (1) | $ | 15,266 | $ | 17,890 | $ | 20,008 | | | Variable lease cost | 4,424 | 4,681 | 4,594 | | | | | Total operating lease cost | $ | 19,690 | $ | 22,571 | $ | 24,602 | | | | | | (1)Operating lease cost includes rent cost related to operating leases for office facilities of $14,247, $16,927, and $19,199 for the years ended December31, 2025, 2024, and 2023, respectively.Supplemental operating cash flows and other information related to leases was as follows: | | | Year Ended December31, | | | 2025 | 2024 | 2023 | | | Cash paid for operating leases included in operating cash flows | $ | 15,996 | $ | 14,345 | $ | 17,899 | | | Right-of-use assets obtained in exchange for new operating lease liabilities (1) | $ | 9,142 | $ | 11,341 | $ | 17,015 | | | | | | (1)Rightofuse assets obtained in exchange for new operating lease liabilities does not include the impact from acquisitions of $309, $103, and $397 for the years ended December31, 2025, 2024, and 2023, respectively.F-22Table of ContentsThe weighted average remaining lease term for operating leases was 3.8years and 4.3years as of December31, 2025 and 2024, respectively. The weighted average discount rate was 5.4% and 5.2% as of December31, 2025 and 2024, respectively.Maturities of operating lease liabilities for the years after December31, 2025 are as follows: | | | 2026 | $ | 15,571 | | | 2027 | 8,964 | | | 2028 | 5,884 | | | 2029 | 4,262 | | | 2030 | 2,289 | | | Thereafter | 3,323 | | | Total future lease payments | 40,293 | | | Less: Imputed interest | (4,474) | | | Total operating lease liabilities | $ | 35,819 | | As of December31, 2025, the Company had additional minimum operating lease payments of $16,521 for executed leases that have not yet commenced, primarily for office locations.The Company evaluates the recoverability of rightofuse assets whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. If circumstances require an asset to be tested for possible impairment, the Company first compares the undiscounted cash flows expected to be generated by that asset to its carrying value. If the carrying value of the asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Impairments were not material during the years ended December31, 2025, 2024, or 2023.Note9: Accruals and Other Current LiabilitiesAccruals and other current liabilities consist of the following: | | | December31, | | | 2025 | 2024 | | | Accrued compensation | $ | 45,776 | $ | 47,121 | | | Accrued benefits | 45,120 | 40,762 | | | Other accrued and current liabilities | 82,359 | 81,639 | | | Total accruals and other current liabilities | $ | 173,255 | $ | 169,522 | | F-23Table of ContentsNote10: Long-Term DebtLongterm debt consists of the following: | | | December31, | | | 2025 | 2024 | | | Credit Facility: | | | Revolving loan facility due October 2029 | $ | | $ | 135,315 | | | 2026 Notes | 677,830 | 687,830 | | | 2027 Notes | 575,000 | 575,000 | | | Unamortized debt issuance costs | (3,918) | (10,057) | | | Total debt | 1,248,912 | 1,388,088 | | | Less: Current portion of long-term debt | | | | | Long-term debt | $ | 1,248,912 | $ | 1,388,088 | | Credit FacilityOn October18, 2024, the Company entered into the Credit Facility, which provides the Company with a $1,300,000 revolving credit facility, including a $125,000 swingline loan and $125,000 in letters of credit. The Credit Facility also provides the Company with a $500,000 accordion feature to increase the facility in the form of both revolving indebtedness and/or incremental term loans. On October18, 2024, the Company used borrowings under the Credit Facility to repay a portion of the revolving indebtedness outstanding under the amended and restated credit agreement, entered into on December19, 2017 (the 2017 Credit Facility) and all of the outstanding senior secured term loan. In connection with the termination of the 2017 Credit Facility and entrance into the Credit Facility, the Company performed an extinguishment versus modification assessment on a lender-by-lender basis resulting in the write-off of an insignificant amount of unamortized debt issuance costs. Additionally, $6,184 of capitalized fees paid to lenders and third parties associated with the Credit Facility were recorded in Prepaid and other current assets or Other assets in the consolidated balance sheets, depending on the short- or long-term nature of such costs. Debt issuance costs are amortized to Interest expense, net, in the consolidated statements of operations through the maturity date.The Credit Facility matures on October18, 2029, subject to a revolving maturity date on the date that is 91days prior to the maturity date of the Companys outstanding convertible debt, unless on such date the Company meets certain liquidity requirements. Voluntary prepayments under the Credit Facility are permitted at any time without payment of any prepayment premiums.Revolving loan borrowings under the Credit Facility bear interest, at the Companys option, at the Alternative Base Rate or Term SOFR that reset every one, three, or six months. Under the Term SOFR elections, revolving loan borrowings bear an interest rate of the applicable Term SOFR rate plus a credit spread adjustment of 10bps, plus a spread ranging from 125bps to 225bps as determined by the Companys net leverage ratio. Under the nonTerm SOFR elections, revolving loan borrowings bear a base interest rate of the highest of (i)the prime rate, (ii)the overnight bank funding effective rate plus 50bps, or (iii)the daily simple SOFR rate plus 100bps, plus a spread ranging from 25bps to 125bps as determined by the Companys net leverage ratio.Swingline borrowings under the Credit Facility bear interest that resets daily. Interest on swingline borrowings bear an interest rate of the daily simple SOFR rate plus a credit spread adjustment of 10bps, plus a spread ranging from 125bps to 225bps as determined by the Companys net leverage ratio.In addition, a commitment fee for the unused revolving credit facility ranges from 20bps to 30bps per annum as determined by the Companys net leverage ratio.F-24Table of ContentsBorrowings under the Credit Facility are guaranteed by the Companys material first tier domestic subsidiaries and are secured by a first priority security interest in substantially all of the Companys and the guarantors U.S. assets, including pledges of the stock of each of their directly owned domestic and foreign subsidiaries, with the latter limited to 65% of such stock.The agreement governing the Credit Facility contains customary affirmative and negative covenants, including restrictions on the Companys ability to pay dividends, repurchase the Companys ClassB common stock, and make other restricted payments, as well as events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenants defaults, cross-defaults to certain other indebtedness in excess of $100,000, certain events of bankruptcy and insolvency, judgment defaults in excess of $10,000, failure of any security document supporting the Credit Facility to be in full force and effect, and a change of control. The Credit Facility also contains customary financial covenants, including net leverage ratio, net senior secured leverage ratio, and interest coverage ratio.The Company had $150 of letters of credit outstanding as of December31, 2025 and 2024 under the Credit Facility. As of December31, 2025 and 2024, the Company had $1,299,850 and $1,164,535, respectively, available under the Credit Facility.As of December31, 2025 and 2024, the Company was in compliance with all covenants in its Credit Facility.Convertible Senior Notes2026 NotesOn January26, 2021, the Company completed a private offering of $690,000 of 0.125% convertible senior notes due 2026 (the 2026Notes). The 2026Notes were issued pursuant to an indenture, dated as of January26, 2021, between the Company and Wilmington Trust, National Association, as trustee (the 2026 Trustee) (the 2026 Indenture). Interest will accrue from January26, 2021 and will be payable semiannually in arrears in cash on January15 and July15 of each year, with the first payment due on July15, 2021. The 2026Notes will mature on January15, 2026, unless earlier converted, redeemed, or repurchased.During the first quarter of 2025, the Company paid $9,797 in cash to repurchase $10,000 aggregate principal amount of its outstanding 2026Notes through open market transactions resulting in an insignificant gain, which was recorded in Other income (expense), net in the consolidated statements of operations for the year ended December31, 2025. The 2026Notes were repurchased under the Companys Repurchase Program authorization (see Note13).Prior to October15, 2025, the 2026Notes were convertible at the option of the holder pursuant to the terms of the 2026 Indenture. On or after October15, 2025 until 5:00p.m., New York City time, on the second scheduled trading day immediately before the maturity date, the 2026Notes are convertible at the option of the holder at any time.On October14, 2025, in accordance with the 2026 Indenture, the Company gave notice to the 2026Trustee, the Conversion Agent, and the Holders (each as defined in the 2026 Indenture) that the Company elected to change the Default Settlement Method (as defined in the 2026 Indenture) for conversions of the 2026Notes to Physical Settlement (as defined in the 2026 Indenture). As a result, all conversions of the 2026Notes occurring on or after October15, 2025 will be settled by delivery of shares of the Companys ClassB common stock using Physical Settlement in accordance with the 2026 Indenture. The initial conversion rate is 15.5925shares of the Companys ClassB common stock per one thousand dollar principal amount of 2026Notes, which represents an initial conversion price of approximately $64.13 per share, and is subject to adjustment as described in the 2026 Indenture. If a make-whole fundamental change (as defined in the 2026 Indenture) occurs, then the Company will, in certain circumstances, increase the conversion rate for a specified period of time.F-25Table of ContentsUpon a fundamental change (as defined in the 2026 Indenture), holders may, subject to certain exceptions, require the Company to purchase their 2026Notes in whole or in part for cash at a price equal to the principal amount of the 2026Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date (as defined in the 2026 Indenture). In addition, upon a MakeWhole Fundamental Change (as defined in the 2026 Indenture), the Company will, under certain circumstances, increase the applicable conversion rate for a holder that elects to convert its 2026Notes in connection with such MakeWhole Fundamental Change. No adjustment to the conversion rate will be made if the stock price in such MakeWhole Fundamental Change is either less than $44.23per share or greater than $210.00per share. The Company will not increase the conversion rate to an amount that exceeds 22.6090shares per one thousand dollar principal amount of 2026Notes, subject to adjustment. The 2026 Indenture also contains a customary merger covenant.Under the 2026 Indenture, the 2026Notes may be accelerated upon the occurrence of certain customary events of default. If certain bankruptcy and insolvencyrelated events of default with respect to the Company occur, the principal of, and accrued and unpaid interest on, all of the then outstanding 2026Notes shall automatically become due and payable. If any other event of default occurs and is continuing, the 2026 Trustee by notice to the Company, or the holders of the 2026Notes of at least 25% in principal amount of the outstanding 2026Notes by notice to the Company and the 2026 Trustee, may declare the principal of, and accrued and unpaid interest on, all of the then outstanding 2026Notes to be due and payable. Notwithstanding the foregoing, the 2026 Indenture provides that, to the extent the Company elects, the sole remedy for an event of default relating to certain failures by the Company to comply with reporting covenant in the 2026 Indenture consists exclusively of the right to receive additional interest on the 2026Notes.The 2026Notes were accounted for as debt, with no bifurcation of the embedded conversion feature. Transaction costs were recorded as a direct deduction from the related debt liability in the consolidated balance sheets and are amortized to interest expense over the term of the 2026Notes. The effective interest rate for the 2026Notes is 0.658%.As of December31, 2025, none of the conditions of the 2026Notes to early convert had been met and the Company was in compliance with all affirmative and negative covenants. As of December31, 2025, the 2026Notes were classified as longterm in the consolidated balance sheets as the Company had the ability and intent to refinance them on a longterm basis through available capacity under the Credit Facility.The 2026Notes matured on January15, 2026. Upon maturity, the Company repaid $678,254, which consisted of the remaining outstanding principal balance and accrued interest on the 2026Notes using borrowings under the Credit Facility and available cash on hand.Capped Call Options In connection with the pricing of the 2026Notes, the Company entered into capped call options with certain of the initial purchasers or their respective affiliates and certain other financial institutions. The capped call options are expected to reduce potential dilution to the Companys ClassB common stock upon any conversion of 2026Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the capped call options is initially $72.9795per share, which represents a premium of 65% above the last reported sale price per share of the Companys ClassB common stock on the Nasdaq Global Select Market on January21, 2021 and is subject to customary adjustments under the terms of the capped call options.The capped call options were entered into in conjunction with the issuance of the 2026Notes, however, they are legally separate agreements that can be separately exercised, with the receipt of shares under the capped call options having no effect on the 2026Notes, and are legally detachable. As the capped call options are both legally detachable and separately exercisable from the 2026Notes, the Company accounts for the capped call options separately from the 2026Notes. The capped call options are indexed to the Companys own common stock and classified in Bentley Systems stockholders equity. As such, the premiums paid for the capped call options were included as a net reduction to Additional paid-in capital in the consolidated balance sheets as of December31, 2021. These capped call options expired on January15, 2026.F-26Table of Contents2027 NotesOn June28, 2021, the Company completed a private offering of $575,000 of 0.375% convertible senior notes due 2027. The 2027Notes were issued pursuant to an indenture, dated as of June28, 2021, between the Company and Wilmington Trust, National Association, as trustee (the 2027 Trustee) (the 2027 Indenture). Interest will accrue from June28, 2021 and will be payable semiannually in arrears in cash on January1 and July1 of each year, with the first payment due on January1, 2022. The 2027Notes will mature on July1, 2027, unless earlier converted, redeemed, or repurchased.Prior to April1, 2027, the 2027Notes will be convertible at the option of the holder only under the following circumstances: (1)during any calendar quarter (and only during such quarter) commencing after the calendar quarter ending on September30, 2021, if the last reported sale price per share of the Companys ClassB common stock exceeds 130% of the conversion price for each of at least 20trading days, whether or not consecutive, during the 30consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2)during the five consecutive business days immediately after any ten consecutive trading day period (such ten consecutive trading day period, the measurement period) in which the trading price per one thousand dollar principal amount of 2027Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Companys ClassB common stock on such trading day and the conversion rate on such trading day; (3)upon the occurrence of certain corporate events or distributions on the Companys ClassB common stock, as described in the 2027 Indenture; and (4)if the Company calls the 2027Notes for redemption. On or after April1, 2027 until 5:00p.m., New York City time, on the second scheduled trading day immediately before the maturity date, the 2027Notes will be convertible at the option of the holder at any time.The Company will settle conversions by paying or delivering, as applicable, cash, shares of the Companys ClassB common stock, or a combination of cash and shares of the Companys ClassB common stock, at the Companys election, based on the applicable conversion rate. The initial conversion rate is 12.0153shares of the Companys ClassB common stock per one thousand dollar principal amount of 2027Notes, which represents an initial conversion price of approximately $83.23 per share, and is subject to adjustment as described in the 2027 Indenture. If a make-whole fundamental change (as defined in the 2027 Indenture) occurs, then the Company will, in certain circumstances, increase the conversion rate for a specified period of time.The Company has the option to redeem the 2027Notes in whole or in part at any time after July5, 2024 and on or before the 40th scheduled trading day immediately before the maturity date if the last reported sale price per share of the Companys ClassB common stock exceeds 130% of the conversion price on (1)each of at least 20trading days, whether or not consecutive, during any 30consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2)the trading day immediately before the date the Company sends such notice. The redemption price will be equal to the principal amount of the 2027Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.Upon a fundamental change (as defined in the 2027 Indenture), holders may, subject to certain exceptions, require the Company to purchase their 2027Notes in whole or in part for cash at a price equal to the principal amount of the 2027Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date (as defined in the 2027 Indenture). In addition, upon a MakeWhole Fundamental Change (as defined in the 2027 Indenture), the Company will, under certain circumstances, increase the applicable conversion rate for a holder that elects to convert its 2027Notes in connection with such MakeWhole Fundamental Change. No adjustment to the conversion rate will be made if the stock price in such MakeWhole Fundamental Change is either less than $61.65per share or greater than $325.00per share. The Company will not increase the conversion rate to an amount that exceeds 16.2206shares per one thousand dollar principal amount of 2027Notes, subject to adjustment. The 2027 Indenture also contains a customary merger covenant.F-27Table of ContentsUnder the 2027 Indenture, the 2027Notes may be accelerated upon the occurrence of certain customary events of default. If certain bankruptcy and insolvencyrelated events of default with respect to the Company occur, the principal of, and accrued and unpaid interest on, all of the then outstanding 2027Notes shall automatically become due and payable. If any other event of default occurs and is continuing, the 2027 Trustee by notice to the Company, or the holders of the 2027Notes of at least 25% in principal amount of the outstanding 2027Notes by notice to the Company and the 2027 Trustee, may declare the principal of, and accrued and unpaid interest on, all of the then outstanding 2027Notes to be due and payable. Notwithstanding the foregoing, the 2027 Indenture provides that, to the extent the Company elects, the sole remedy for an event of default relating to certain failures by the Company to comply with reporting covenant in the 2027 Indenture consists exclusively of the right to receive additional interest on the 2027Notes.The 2027Notes were accounted for as debt, with no bifurcation of the embedded conversion feature. Transaction costs were recorded as a direct deduction from the related debt liability in the consolidated balance sheets and are amortized to interest expense over the term of the 2027Notes. The effective interest rate for the 2027Notes is 0.864%.As of December31, 2025, none of the conditions of the 2027Notes to early convert had been met.The 2027Notes are the Companys senior, unsecured obligations that rank senior in right of payment to the Companys future indebtedness that is expressly subordinated to the 2027Notes, rank equally in right of payment with the Companys existing and future senior unsecured indebtedness that is not so subordinated (including the Companys 2026Notes), effectively subordinated to the Companys existing and future secured indebtedness (including obligations under the Companys senior secured Credit Facility), to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables and preferred equity (to the extent the Company is not a holder thereof)) of the Companys subsidiaries. The 2027Notes contain both affirmative and negative covenants. As of December31, 2025 and 2024, the Company was in compliance with all covenants in the 2027Notes.Capped Call Options In connection with the pricing of the 2027Notes, the Company entered into capped call options with certain of the initial purchasers or their respective affiliates and certain other financial institutions. The capped call options are expected to reduce potential dilution to the Companys ClassB common stock upon any conversion of 2027Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the capped call options is initially $95.5575per share, which represents a premium of 55% above the last reported sale price per share of the Companys ClassB common stock on the Nasdaq Global Select Market on June23, 2021 and is subject to customary adjustments under the terms of the capped call options.The capped call options were entered into in conjunction with the issuance of the 2027Notes, however, they are legally separate agreements that can be separately exercised, with the receipt of shares under the capped call options having no effect on the 2027Notes, and are legally detachable. As the capped call options are both legally detachable and separately exercisable from the 2027Notes, the Company accounts for the capped call options separately from the 2027Notes. The capped call options are indexed to the Companys own common stock and classified in Bentley Systems stockholders equity. As such, the premiums paid for the capped call options were included as a net reduction to Additional paid-in capital in the consolidated balance sheets as of December31, 2021.Derivative ArrangementsThe Company records derivative instruments as an asset or liability measured at fair value and depending on the nature of the hedge, the corresponding changes in the fair value of these instruments are recorded in the consolidated statements of operations or comprehensive income. If the derivative is determined to be a hedge, changes in the fair value of the derivative are offset against the change in the fair value of the hedged assets or liabilities through the consolidated statements of operations or recognized in Other comprehensive income (loss), net of taxes until the hedged item is recognized in the consolidated statements of operations. The ineffective portion of a derivatives change in fair value is recognized in earnings. Also, changes in the entire fair value of a derivative that is not designated as a hedge are recognized in earnings.F-28Table of ContentsEffective on April2, 2020, the Company entered into an interest rate swap with a notional amount of $200,000 and a tenyear term to reduce the interest rate risk associated with a portion of the Companys floating rate debt. Under the terms of the interest rate swap, the Company will pay a fixed interest rate of 72.9bps, and will receive a floating interest rate equal to daily SOFR plus an ARRC spread adjustment of 11.448bps. The interest rate swap is not designated as a hedging instrument for accounting purposes. The Company accounts for the interest rate swap as either an asset or a liability on the consolidated balance sheets and carries the derivative at fair value (see Note17). Gain (loss) from the change in fair value and payments related to the interest rate swap are recognized in Other income (expense), net in the consolidated statements of operations (see Note20). The bank counterparty to the derivative potentially exposes the Company to credit-related losses in the event of nonperformance. To mitigate that risk, the Company only contracts with counterparties who meet the Companys minimum requirements under its counterparty risk assessment process. The Company monitors counterparty risk on at least a quarterly basis and adjusts its exposure as necessary. The Company does not enter into derivative instrument transactions for trading or speculative purposes.Interest Expense, NetInterest expense, net consists of the following: | | | Year Ended December31, | | | 2025 | 2024 | 2023 | | | Contractual interest expense | $ | (7,581) | $ | (16,967) | $ | (34,973) | | | Amortization of deferred debt issuance costs | (7,575) | (7,338) | (7,291) | | | Other interest (expense) income | (166) | (469) | 933 | | | Interest income | 2,887 | 2,730 | 1,538 | | | Interest expense, net | $ | (12,435) | $ | (22,044) | $ | (39,793) | | The weighted average interest rate on credit facility borrowings were 6.17%, 7.22%, and 7.13% for the years ended December31, 2025, 2024, and 2023, respectively.Scheduled maturities of longterm debt for the years after December31, 2025 are as follows: | | | 2026 | $ | 677,830 | | | 2027 | 575,000 | | | | | | | | | | | Total scheduled maturities of long-term debt | $ | 1,252,830 | | Note11: Executive Incentive PlansExecutive Bonus PlanThe Company maintains the Bonus Plan, which is a legacy plan from decades prior to the Companys IPO and was established to compensate a limited set of executives with substantial holdings of the Companys common stock. As of January1, 2024, GregoryS. Bentley was the sole remaining participant in the Bonus Plan. Pursuant to the Bonus Plan, participants are eligible to receive incentive bonuses that are determined based on the Companys adjusted Management Report Operating Income (MROI), as defined in the plan agreement and before deduction for such plan payments. For purposes of the Bonus Plan, the bonus pool thereunder may be funded with up to an aggregate of 20% of the Companys adjusted MROI, subject to approval by the Sustainability Committee of the Companys Board of Directors (the Committee), with payments made to plan participants based on each such participants allocated interest in the bonus pool. The plan permits the deduction of certain holdback amounts from the plans pool, from which amounts can then be allocated to fund items including equity and/or cash incentive compensation for nonplan participants and participant charitable contributions.F-29Table of ContentsAs part of GregoryS. Bentleys transition to the role of Executive Chair effective July1, 2024, on June26, 2024, the Committee approved Amendment No.2 to the Bonus Plan pursuant to which (in addition to other conforming changes) Mr.Bentleys fractional interest under the Bonus Pool Plan was reduced from 12/33 to 4/33 effective July1, 2024.On November2, 2022, the Committee approved an amendment to the Bonus Plan such that with respect to fiscal year 2022, onethird of the Companys Chief Investment Officers allocated percentage interest will be multiplied by a coefficient derived from the performance of the Companys BSY Investments group (the Companys executive team focused on portfolio development, mergers and acquisitions, venture capital investing, digital integrator business activities, and various incubating and accelerating business activities). This coefficient is generally determined by calculating the annual increase (or decrease) in value of the BSY Investments portfolio, taking into account applicable fees and an annual hurdle rate, in all cases, as approved by the Companys nonemployee directors. The Companys Chief Investment Officer retired effective March31, 2023 and received one Bonus Plan payout during 2023 in respect to the 2022 fiscal year under the amended allocated percentage interest.A participant may defer any portion, or all, of such participants incentive bonus payable pursuant to the Bonus Plan into the DCP (see Note12). The Bonus Plan provides, in part, that a participant may elect to receive any portion, or all, of such participants nondeferred incentive bonus in the form of shares of fully vested ClassB common stock issued under the Bentley Systems, Incorporated 2020Omnibus Incentive Plan (the 2020Plan), subject to the limitation described below. The Company records the election of nondeferred incentive bonus in the form of shares of fully vested ClassB common stock as stockbased compensation expense in the consolidated statements of operations (see Note15). Such election must be made prior to the start of the applicable calendar quarter for which the incentive bonus is to be paid, and the number of shares of ClassB common stock payable in respect of such elected amount is calculated using a volume-weighted average price of the Companys ClassB common stock for the period commencing on the tenth trading day prior to the end of the applicable calendar quarter and ending on the tenth trading day following the end of the applicable calendar quarter. Notwithstanding participants elections to receive shares of fully vested ClassB common stock in respect of their nondeferred incentive bonus payments, if, in any calendar quarter, the aggregate U.S. dollar value of shares of fully vested ClassB common stock payable in respect of the nondeferred incentive bonuses exceeds $7,500, the portion of each participants nondeferred incentive bonus payable in shares of fully vested ClassB common stock will be reduced prorata such that the $7,500 limit is not exceeded, and, for each affected participant, the amount of such reduction will be payable in cash.For the years ended December31, 2025, 2024, and 2023, the incentive compensation, including cash payments, election to receive shares of fully vested ClassB common stock, and deferred compensation to plan participants, recognized under this plan (net of all applicable holdbacks) was $9,019, $16,337, and $21,463, respectively.Career Stock ProgramIn June2024, the Committee established an equity-based incentive program to compensate a limited set of executives (the Career Stock Program) pursuant to which the Company may grant restricted stock units (RSUs) awards under the 2020Plan. Under the Career Stock Program, the Committee may from time to time grant RSU awards to program participants, the amount of which is to be determined based upon the Companys AOIlessSBC growth in the year preceding the date of grant (the Performance Year) as a percentage of the difference between realized AOIlessSBC growth during the Performance Year and an inflation-adjusted target growth level for such Performance Year. Any such awards, if made, would thereafter cliff vest five years following the end of the Performance Year and would otherwise be subject to the terms and conditions of the 2020Plan.During the three months ended March31, 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 December31, 2024. As of December31, 2025, there was $964 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 4.0years.F-30Table of ContentsNote12: Retirement PlansDeferred Compensation PlanUnder the Companys 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 Companys ClassB common stock, which are valued for accounting purposes in the same manner as actual shares of ClassB common stock, and are recorded as stockbased compensation expense in the consolidated statements of operations (see Note15). The DCP has 50,000,000shares of ClassB common stock reserved for issuance. As of December31, 2025, shares of ClassB common stock available for future issuance under the DCP were 4,615,798.For the years ended December31, 2025, 2024, and 2023, DCP elective participant deferrals were $0, $188, and $1,765, respectively. No discretionary contributions were made to the DCP during the years ended December31, 2025, 2024, or 2023. As of December31, 2025 and 2024, phantom shares of the Companys ClassB common stock issuable by the DCP were 10,805,223 and 12,728,808, respectively.In August 2021, the Companys Board of Directors approved an amendment to the DCP, which offered to certain active executives in the DCP a onetime, shortterm election to reallocate a limited portion of their DCP holdings from phantom shares of the Companys ClassB common stock into other phantom investment funds. DCP participants holdings in phantom investment funds are classified as liabilities in either Accruals and other current liabilities or Deferred compensation plan liabilities in the consolidated balance sheets as they will be settled in cash upon eventual distribution. The deferred compensation plan liabilities are marked to market at the end of each reporting period, with changes in the liabilities recorded as an expense (income) to Deferred compensation plan in the consolidated statements of operations.Deferred compensation plan expense was $14,409, $12,382, and $13,580 for the years ended December31, 2025, 2024, and 2023, respectively.The total liabilities related to the DCP are included in the consolidated balance sheets as follows: | | | December31, | | | 2025 | 2024 | | | Accruals and other current liabilities | $ | 4,294 | $ | 3,798 | | | Deferred compensation plan liabilities | 106,831 | 96,684 | | | Total DCP liabilities | $ | 111,125 | $ | 100,482 | | Other PlansThe Company maintains a qualified 401(k) profitsharing plan (the 401(k) Plan) for the benefit of U.S.based fulltime colleagues. The Company matches 50%, up to a maximum of 6% of qualified cash compensation for each eligible participating colleague. The Companys matching contributions to the 401(k) Plan were $6,022, $5,472, and $5,260, for the years ended December31, 2025, 2024, and 2023, respectively.The Company also maintains various retirement benefit plans (primarily defined contribution plans) for colleagues of its international subsidiaries. The Companys contributions to these plans were $14,928, $13,531, and $13,208, for the years ended December31, 2025, 2024, and 2023, respectively.F-31Table of ContentsNote13: Preferred and Common StockPreferred Stock Authorized and Selected TermsThe Companys amended and restated Certificate of Incorporation authorizes the Company to issue up to 100,000,000shares of preferred stock. Preferred stock has rights, preferences, and privileges which may be designated from time to time by the Companys Board of Directors.Common Stock Authorized and Selected TermsThe Companys amended and restated Certificate of Incorporation authorizes the Company to issue up to 100,000,000shares of ClassA common stock and up to 1,800,000,000shares of ClassB common stock.The rights of the holders of ClassA common stock and ClassB common stock are identical, except with respect to voting and conversion rights. Each share of ClassB common stock is entitled to one vote per share, while each share of ClassA common stock is entitled to 29 votes per share and is convertible at any time into one share of ClassB common stock. ClassA common stock will automatically convert into ClassB common stock upon certain transfers, and its votes per share will be reduced to 11 in the event none of the Bentleys (BarryJ. Bentley, GregoryS. Bentley, KeithA. Bentley, RaymondB. Bentley, and RichardP. Bentley, collectively) serves as a Company director or executive officer. ClassA common stock also will automatically convert into shares of ClassB common stock upon the affirmative vote of at least 90% of the then outstanding shares of ClassA common stock or such time that the Bentley family (the Bentleys, certain other family members and trusts and other entities controlled by or primarily for the benefit of the Bentleys and their families, collectively) directly or indirectly, own less than 20% of the issued and outstanding ClassB common stock on a fully-diluted basis (assuming the conversion of all issued and outstanding ClassA common stock).During the year ended December31, 2023, 64,130shares of ClassA common stock were converted to ClassB common stock.BSY Stock Repurchase ProgramIn May 2022, the Company announced that its Board of Directors approved the Repurchase Program authorizing the Company to repurchase up to $200,000 of the Companys ClassB common stock through June30, 2024. In December 2022, the Companys Board of Directors amended the Repurchase Program to allow the Company also to repurchase its outstanding convertible senior notes. This additional authorization did not increase the overall dollar limit of the Repurchase Program. The Companys authorization under the Repurchase Program approved in May 2022 expired on June30, 2024. In March 2024, the Companys Board of Directors approved an extension to the Repurchase Program authorizing the Company to repurchase up to $200,000 of the Companys ClassB common stock and/or outstanding convertible senior notes from June30, 2024 through June30, 2026. In November 2025, the Companys Board of Directors approved an extension to the Repurchase Program authorizing the Company to repurchase up to $500,000 of the Companys ClassB common stock and/or outstanding convertible senior notes from November21, 2025 through December31, 2028. This updated authorization supersedes the Companys prior authorization, which was set to expire on June30, 2026. As of December31, 2025, $481,558 was available under the Companys Board of Directors authorization for future repurchases of ClassB common stock and/or outstanding convertible senior notes under the Repurchase Program.F-32Table of ContentsThe shares and outstanding convertible senior notes proposed to be acquired in the Repurchase Program may be repurchased from time to time in open market transactions, through privately negotiated transactions, or by other means in accordance with federal securities laws. The Company intends to fund repurchases from available working capital and cash provided by operating activities. The timing, as well as the number and value of shares and/or outstanding convertible senior notes repurchased under the Repurchase Program, will be determined by the Company at its discretion and will depend on a variety of factors, including managements assessment of the intrinsic value of the Companys shares, the market price of the Companys ClassB common stock and outstanding convertible senior notes, general market and economic conditions, available liquidity, compliance with the Companys debt and other agreements, and applicable legal requirements. The exact number of shares and/or outstanding convertible senior notes to be repurchased by the Company is not guaranteed, and the Repurchase Program may be suspended, modified, or discontinued at any time without prior notice.During the year ended December31, 2025, the Company repurchased 2,887,224shares for $125,057, and $10,000 aggregate principal amount of the Companys outstanding 2026Notes for $9,797 (see Note10) under the Repurchase Program. During the year ended December31, 2024, the Company repurchased 1,292,733shares for $64,359 under the Repurchase Program. The Company did not make repurchases under the Repurchase Program during the year ended December31, 2023.Common Stock Issuances, Sales, and RepurchasesDuring the year ended December31, 2025, the Company issued 1,657,737shares of ClassB common stock to DCP participants in connection with distributions from the plan, net of 335,295shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $14,396. During the year ended December31, 2024, the Company issued 4,707,845shares of ClassB common stock to DCP participants in connection with distributions from the plan. There were no shares sold back to the Company as they were issued on a gross basis during the year ended December31, 2024. During the year ended December31, 2023, the Company issued 3,410,006shares of ClassB common stock to DCP participants in connection with distributions from the plan, net of 935,939shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $38,456.During the year ended December31, 2025, the Company issued 83,791shares of ClassB common stock in connection with Bonus Plan incentive compensation, net of 47,405shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $2,371. During the year ended December31, 2024, the Company issued 282,340shares of ClassB common stock in connection with the Bonus Plan incentive compensation. There were no shares sold back to the Company as they were issued on a gross basis during the year ended December31, 2024. During the year ended December31, 2023, the Company issued 247,867shares of ClassB common stock in connection with the Bonus Plan incentive compensation, net of 135,314shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $5,756.During the year ended December31, 2024, the Company issued 844,283shares of ClassB common stock to colleagues who exercised their stock options, net of 67,146shares withheld at exercise to pay for the cost of the stock options, as well as for $2,195 of applicable income tax withholdings. The Company received $4,007 in cash proceeds from the exercise of stock options. The total intrinsic value of stock options exercised for the year ended December31, 2024 was $40,775.During the year ended December31, 2023, the Company issued 2,621,959shares of ClassB common stock to colleagues who exercised their stock options, net of 238,627shares withheld at exercise to pay for the cost of the stock options, as well as for $6,581 of applicable income tax withholdings. The Company received $11,715 in cash proceeds from the exercise of stock options. The total intrinsic value of stock options exercised for the year ended December31, 2023 was $112,025.F-33Table of ContentsThe Company has a ClassB Common Stock Purchase Agreement with a strategic investor (the Common Stock Purchase Agreement), pursuant to which the investor acquired the maximum purchase amount of $250,000 of the Companys ClassB common stock. The Common Stock Purchase Agreement grants to the strategic investor certain informational and protective rights, including, for so long as the Company remains party to a long-term strategic collaboration agreement with the investor the right to participate in any sale process the Company may undertake. The Common Stock Purchase Agreement expires in 2030.DividendsThe Company declared cash dividends during the periods presented as follows: | | | Dividend | | | Per Share | Amount | | | 2025: | | | Fourth quarter | $ | 0.07 | $ | 21,207 | | | Third quarter | 0.07 | 21,263 | | | Second quarter | 0.07 | 21,295 | | | First quarter | 0.07 | 21,198 | | | Total | $ | 0.28 | $ | 84,963 | | | 2024: | | | Fourth quarter | $ | 0.06 | $ | 18,130 | | | Third quarter | 0.06 | 18,134 | | | Second quarter | 0.06 | 17,980 | | | First quarter | 0.06 | 17,871 | | | Total | $ | 0.24 | $ | 72,115 | | | 2023: | | | Fourth quarter | $ | 0.05 | $ | 14,764 | | | Third quarter | 0.05 | 14,768 | | | Second quarter | 0.05 | 14,702 | | | First quarter | 0.05 | 14,522 | | | Total | $ | 0.20 | $ | 58,756 | | In February2026, the Board of Directors approved cash dividends of $0.07 per share payable on March19, 2026 to all stockholders of record of ClassA and ClassB common stock as of the close of business on March10, 2026.Global Employee Stock Purchase PlanThe Bentley Systems, Incorporated Global Employee Stock Purchase Plan (theESPP) provides eligible colleagues of the Company with an opportunity to contribute up to 15% of their eligible compensation toward the purchase of the Companys ClassB common stock at a discounted price, up to a maximum of $25 per year and subject to any other plan limitations. The ESPP has 25,000,000shares of ClassB common stock reserved for issuance.Unless otherwise determined by the Board of Directors, the ESPP has been implemented by means of consecutive offering periods, which will run from January1st (or the first trading day thereafter) through June30th (or the first trading day prior to such date), and from July1st (or the first trading day thereafter) through December31st (or the first trading day prior to such date). The purchase price per share at which shares of ClassB common stock are sold in an offering period under the ESPP will be equal to the lesser of 85% of the fair market value of a share of ClassB common stock (i)on the first trading day of the offering period, or (ii)on the purchase date (i.e., the last trading day of the offering period).F-34Table of ContentsDuring the year ended December31, 2025, colleagues who elected to participate in the ESPP purchased a total of 280,767shares of ClassB common stock, net of shares withheld, resulting in cash proceeds to the Company of $11,534. Of the total 291,251shares purchased, 10,484shares were sold back to the Company to pay for applicable income tax withholdings of $539. During the year ended December31, 2024, colleagues who elected to participate in the ESPP purchased a total of 253,578shares of ClassB common stock, net of shares withheld, resulting in cash proceeds to the Company of $11,228. Of the total 260,437shares purchased, 6,859shares were sold back to the Company to pay for applicable income tax withholdings of $348. During the year ended December31, 2023, colleagues who elected to participate in the ESPP purchased a total of 315,840shares of ClassB common stock, net of shares withheld, resulting in cash proceeds to the Company of $9,988. Of the total 333,324shares purchased, 17,484shares were sold back to the Company to pay for applicable income tax withholdings of $845. As of December31, 2025 and 2024, $6,173 and $5,577 of ESPP withholdings via colleague payroll deduction were recorded in Accruals and other current liabilities in the consolidated balance sheets, respectively. As of December31, 2025, shares of ClassB common stock available for future issuance under the ESPP were 23,737,693.Note14: Accumulated Other Comprehensive LossAccumulated other comprehensive loss consists of the following: | | | Foreign | Actuarial (Loss) | | | Currency | Gain on | | | Translation | Retirement Plan | Total | | | Balance, December31, 2022 | $ | (89,408) | $ | (332) | $ | (89,740) | | | Other comprehensive income, before taxes | 4,774 | 68 | 4,842 | | | Tax expense | | (89) | (89) | | | Other comprehensive income (loss), net of taxes | 4,774 | (21) | 4,753 | | | Less: Other comprehensive income (loss) attributable to noncontrolling interest | | | | | | Balance, December31, 2023 | (84,634) | (353) | (84,987) | | | Other comprehensive (loss) income, before taxes | (19,308) | 220 | (19,088) | | | Tax expense | | (45) | (45) | | | Other comprehensive (loss) income, net of taxes | (19,308) | 175 | (19,133) | | | Less: Other comprehensive income (loss) attributable to noncontrolling interest | (42) | | (42) | | | Balance, December31, 2024 | (103,900) | (178) | (104,078) | | | Other comprehensive income, before taxes | 29,360 | 279 | 29,639 | | | Tax expense | | (106) | (106) | | | Other comprehensive income, net of taxes | 29,360 | 173 | 29,533 | | | Less: Other comprehensive income (loss) attributable to noncontrolling interest | 13 | | 13 | | | Balance, December31, 2025 | $ | (74,553) | $ | (5) | $ | (74,558) | | F-35Table of ContentsNote15: Stock-Based CompensationTotal stockbased compensation expense consists of the following: | | | Year Ended December31, | | | 2025 | 2024 | 2023 | | | Restricted stock and RSUs expense | $ | 62,222 | $ | 58,921 | $ | 54,606 | | | Bonus Plan expense (see Note11) | 6,823 | 12,344 | 14,801 | | | ESPP expense (see Note13) | 2,931 | 2,426 | 2,407 | | | Stock grants expense | 600 | 600 | 600 | | | Stock option expense | | | 343 | | | DCP elective participant deferrals expense (1) (seeNote12) | | 126 | 215 | | | Total stock-based compensation expense (2) | $ | 72,576 | $ | 74,417 | $ | 72,972 | | | | | | (1)DCP elective participant deferrals expense excludes deferred incentive bonus payable pursuant to the Bonus Plan.(2)As of December31, 2025 and 2024, $1,814 and $1,556 remained in Accruals and other current liabilities in the consolidated balance sheets, respectively.Total stockbased compensation expense is included in the consolidated statements of operations as follows: | | | Year Ended December31, | | | 2025 | 2024 | 2023 | | | Cost of subscriptions and licenses | $ | 3,882 | $ | 1,506 | $ | 4,444 | | | Cost of services | 2,252 | 3,142 | 3,196 | | | Research and development | 22,345 | 20,862 | 19,380 | | | Selling and marketing | 15,954 | 12,972 | 11,565 | | | General and administrative | 28,143 | 35,935 | 34,387 | | | Total stock-based compensation expense | $ | 72,576 | $ | 74,417 | $ | 72,972 | | Stockbased 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 performancebased RSUs, stockbased 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.The fair value of the common stock during periods prior to the IPO was determined by the Board of Directors at each award grant date based upon a variety of factors, including the results obtained from independent thirdparty valuations, the Companys financial condition, and historical financial performance.Bentley Systems, Incorporated 2020 Omnibus Incentive PlanThe Companys 2020Plan provides for the granting of stock, stock options, restricted stock, RSUs, and other stockbased or performancebased awards to certain directors, officers, colleagues, consultants, and advisors of the Company, and terminates in September2030. The 2020Plan provides that 25,000,000 shares of ClassB 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 2020Plan. As of December31, 2025, equity awards available for future grants under the 2020Plan were 18,476,290.F-36Table of ContentsRestricted Stock and RSUsUnder the 2020Plan, the Company may grant both timebased and performancebased shares of restricted ClassB common stock and RSUs to eligible colleagues. Timebased awards generally vest ratably on each of the first four anniversaries of the grant date. Performancebased awards vesting is determined by the achievement of certain business growth targets, which include growth in ARR, as well as actual bookings for perpetual licenses and nonrecurring services. Performance targets are generally set for annual performance periods. The fair value of restricted stock and RSUs is determined by the product of the number of shares granted and the Companys ClassB common stock price on the grant date.Shares of restricted stock have voting rights and, subject to the terms of the award agreements, the timebased restricted stock awards generally accrue declared dividends which are paid upon vesting. RSUs, which may be cash or sharesettled depending on the award, do not have voting rights and, subject to the terms of the award agreements, the timebased RSUs have dividend equivalent rights and do not accrue cash dividends. Recipients of the Companys outstanding performancebased restricted stock awards and RSUs are paid dividends prior to vesting.The following is a summary of unvested RSUs activity and related information: | | | Time- | Performance- | | | Based | Based | | | Weighted | Weighted | | | Average | Average | | | Time- | Performance- | Grant Date | Grant Date | | | Total | Based | Based | Fair Value | Fair Value | | | RSUs | RSUs | RSUs | Per Share | Per Share | | | Unvested, December31, 2024 | 3,417,009 | 3,067,703 | (1) | 349,306 | (2) | $ | 45.45 | $ | 44.83 | | | Granted | 1,778,953 | 1,560,631 | 218,322 | (3) | $ | 40.90 | $ | 40.62 | | | Vested | (1,563,419) | (1,248,515) | (314,904) | $ | 43.99 | $ | 43.84 | | | Forfeited and canceled | (223,934) | (216,048) | (7,886) | $ | 42.87 | $ | 52.53 | | | Unvested, December31, 2025 | 3,408,609 | 3,163,771 | (4) | 244,838 | $ | 43.96 | $ | 42.10 | | | | | | (1)Includes 175,928 timebased RSUs granted during the three months ended March31, 2022 to certain officers and key employees, which cliff vested on January31, 2025. Additionally, includes 300,964 timebased RSUs granted during the three months ended June30, 2024 to certain officers, which vest 20% on each of December15, 2025, 2026, 2027, 2028, and 2029.(2)Primarily relates to the 2024 annual performance period. Includes 162,038 performancebased RSUs granted during the year ended December31, 2022 with extraordinary terms, which are described below.(3)Primarily relates to the 2025 annual performance period. Includes 10,493 additional shares earned based on the achievement of 2024 performance goals for performance-based RSUs granted during the year ended December31, 2024.(4)Includes 36,124RSUs which are expected to be settled in cash.During the year ended December31, 2022, the Company granted 185,186 performancebased RSUs to certain officers and key employees, which vest subject to the achievement of certain performance goals over a threeyear performance period (the Performance Period). For each year of the Performance Period, onethird of the performancebased RSUs were subject to a cliff, whereby no vesting of that portion would occur unless the Companys applicable margin metrics (which, for 2022 was Adjusted EBITDA margin, and for 2023 and 2024 was AOIlessSBC margin, excluding the impact of foreign currency exchange fluctuations) also equaled or exceeded the relevant target level for such year. Provided that the applicable margin targets were met, the total number of performancebased RSUs that vested were determined by the achievement of growth targets, which included growth in ARR, as well as actual bookings for perpetual licenses and nonrecurring services. As of December31, 2024, 162,038 of the aforementioned performancebased RSUs were outstanding. On January31, 2025, 162,038 performancebased RSUs were determined to be vested based on the achievement of the performance goals during the Performance Period.F-37Table of ContentsIn 2016, the Company granted RSUs subject to performancebased vesting as determined by the achievement of certain business growth targets. Certain colleagues elected to defer delivery of such shares upon vesting. During the years ended December31, 2025, 2024, and 2023, 1,577, 1,569, and 1,562shares, respectively, were delivered to colleagues, and 32, 32, and 36additional shares, respectively, were earned as a result of dividends. As of December31, 2025, 2024, and 2023, 4,755, 6,300, and 7,837shares, respectively, of these vested and deferred RSUs remained outstanding.The weighted average grant date fair values of RSUs granted were $40.87, $50.36, and $42.29 for the years ended December31, 2025, 2024, and 2023, respectively.During the years ended December31, 2025, 2024, and 2023, restricted stock and RSUs were issued net of 330,161, 197,328, and 161,841shares, respectively, which were sold back to the Company to settle applicable income tax withholdings of $14,881, $9,966, and $7,299, respectively.As of December31, 2025, there was $97,229 of unrecognized compensation expense related to unvested timebased RSUs, which is expected to be recognized over a weighted average period of approximately 1.8years. As of December31, 2025, there was $747 of unrecognized compensation expense related to unvested performancebased RSUs, which is expected to be recognized over a weighted average period of approximately 1.0year.Stock GrantsUnder the 2020Plan, the Company may grant unrestricted, fully vested shares of ClassB common stock. The fair value of stock grants is determined by the product of the number of fully vested ClassB common stock granted and the Companys common stock price on the grant date. The total expense related to stock grants is recognized on the grant date as the issued awards are fully vested.During the years ended December31, 2025, 2024, and 2023, the Company granted 12,591, 11,391, and 12,639fully vested shares of ClassB common stock, respectively, with a fair value of $600, $600, and $600, respectively.ESPPThe ESPP is considered a compensatory plan as it provides eligible colleagues an option to purchase shares of the Companys ClassB common stock for 85% of the lower of the price of the first day of the offering period or the last day of the offering period (i.e., the purchase date).The fair value of each purchase right under the ESPP was calculated as the sum of its components, which includes the discount, a sixmonth call option, and a sixmonth put option. The call and put options were valued using the BlackScholes option pricing model. Stockbased compensation expense is recognized ratably over the respective offering period.Note16: Income TaxesThe components of Income before income taxes consist of the following: | | | Year Ended December31, | | | 2025 | 2024 | 2023 | | | Domestic | $ | 160,489 | $ | 118,624 | $ | 16,652 | | | Foreign | 190,244 | 174,431 | 166,875 | | | Income before income taxes | $ | 350,733 | $ | 293,055 | $ | 183,527 | | F-38Table of ContentsThe (Provision) benefit for income taxes consists of the following: | | | Year Ended December31, | | | 2025 | 2024 | 2023 | | | Current: | | | Federal | $ | (4,940) | $ | (7,194) | $ | (12,899) | | | State | (1,831) | (2,674) | (2,567) | | | Foreign | (41,873) | (36,287) | (40,171) | | | (48,644) | (46,155) | (55,637) | | | Deferred: | | | Federal | (18,940) | (7,627) | 134,516 | | | State | (5,399) | (4,057) | 29,514 | | | Foreign | 6 | (887) | 34,848 | | | (24,333) | (12,571) | 198,878 | | | (Provision) benefit for income taxes | $ | (72,977) | $ | (58,726) | $ | 143,241 | | A reconciliation of the U.S. federal statutory income tax rate to the Companys effective tax rate after the adoption of ASU202309 (see Note2) is as follows: | | | Year Ended December31, 2025 | | | $ | % | | | U.S. federal statutory income tax rate | $ | 73,654 | 21.0 | % | | | U.S. federal: | | | Nontaxable or nondeductible items: | | | Stock-based compensation | (18,673) | (5.3) | | | Nondeductible officer compensation | 14,151 | 4.0 | | | Other | 324 | 0.1 | | | Tax credits | (4,958) | (1.4) | | | Other adjustments | (958) | (0.3) | | | State and local income tax, net of U.S. federal income tax effect (1) | 5,712 | 1.6 | | | Foreign tax effects: | | | Ireland: | | | Foreign tax rate differential | (11,516) | (3.3) | | | Other | (1,029) | (0.3) | | | Other foreign jurisdictions | 16,270 | 4.7 | | | Effective tax rate | $ | 72,977 | 20.8 | % | | | | | | (1)New York state and city, California, Oregon, and Pennsylvania represent the majority of the tax effect in this category.F-39Table of ContentsA reconciliation of the U.S. federal statutory income tax rate to the Companys effective tax rate prior to the adoption of ASU202309 (see Note2) is as follows: | | | Year Ended December31, | | | 2024 | 2023 | | | U.S. federal statutory income tax rate | 21.0 | % | 21.0 | % | | | State and local income tax, net of U.S. federal income tax effect | 2.1 | (0.3) | | | Stock-based compensation | (16.0) | (22.9) | | | Nondeductible officer compensation | 14.1 | 14.9 | | | Tax credits | (3.0) | (5.8) | | | Withholding taxes | 3.4 | 4.9 | | | Foreign tax rate differential | (3.3) | (3.0) | | | U.S. net tax on foreign earnings | 0.5 | 4.2 | | | | | | | Tax impact of internal legal entity restructuring | | (93.1) | | | | | Other | 1.2 | 2.1 | | | Effective tax rate | 20.0 | % | (78.0 | %) | | For the year ended December31, 2025, the effective tax rate was higher as compared to the year ended December31, 2024 primarily due to the decrease in tax benefits related to stockbased compensation, net of the impact from officer compensation limitation provisions, recognized in the current year. For the year ended December31, 2024, the effective tax rate was higher as compared to the year ended December31, 2023 primarily due to the tax benefit recognized as a result of the internal legal entity restructuring during the fourth quarter of 2023 described below, as well as a decrease in tax benefits related to stockbased compensation, net of the impact from officer compensation limitation provisions, partially offset by the decrease in the adverse effective tax rate impact of the net tax on foreign earnings. The decrease in net tax on foreign earnings is primarily related to increased foreign creditable taxes available to reduce the net impact of the U.S. Global Intangible Low-Taxed Income (GILTI) inclusion. On July4, 2025, President Trump signed into law the OBBBA. The OBBBA includes the permanent extension of certain expiring provisions of the JOBS Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates. The OBBBA had a favorable impact on the Companys cash paid for income taxes in 2025, primarily attributable to the change in restoring immediate U.S. tax deductions for domestic research and development expenses. The OBBBA did not have a material impact on the effective tax rate for the year ended December31, 2025. During the fourth quarter of 2023, the Company recognized a net income tax benefit of $170,784 attributable to internal legal entity restructuring and related intra-entity transactions as part of its continuing efforts to align intellectual property ownership with the Companys business operating model. These transactions resulted in the recognition of deferred tax benefits arising from the net increase in deferred tax assets related to intangibles and goodwill of $171,622. As of December31, 2023, the deferred tax assets represented the undiscounted future anticipated cash tax impacts of basis differences, which were expected to be realized through tax amortization over the next 13years, beginning in 2024. The benefit of the internal legal entity restructuring was partially offset by an increase in the effective tax rate impact of the GILTI inclusion due to the mandatory capitalization of research and development expenses for U.S. tax purposes and a decrease in tax benefits related to stockbased compensation, net of the impact from officer compensation limitation provisions, recognized during the year ended December31, 2023. The Company has elected the period cost method and treats taxes due on future U.S. inclusions in taxable income related to Net Controlled Foreign Corporation Tested Income, formerly known as GILTI, as a currentperiod expense when incurred. F-40 [Table](#ic737041303a94a84bbc963d0e9d92cd4_7)[of C](#ic737041303a94a84bbc963d0e9d92cd4_7)[ontents](#ic737041303a94a84bbc963d0e9d92cd4_7) Cash paid for income taxes, net of refunds, after the adoption of ASU202309 (see Note2) was as follows: | | | Year Ended | | | December31, | | | 2025 | | | U.S. federal | $ | 10,495 | | | U.S. state and local | 4,402 | | | Foreign: | | | Ireland | 22,544 | | | India | 4,486 | | | Brazil | 2,608 | | | All other foreign | 7,042 | | | Cash paid for income taxes, net of refunds (1) | $ | 51,577 | | | | | | (1)Cash paid for income taxes, net of refunds, excludes $7,518 of thirdparty withholding taxes.The following is a summary of the significant components of the Companys deferred tax assets and liabilities: | | | December31, | | | 2025 | 2024 | | | Deferred tax assets: | | | Accrued compensation | $ | 31,072 | $ | 32,875 | | | Tax loss and credit carryforwards | 18,775 | 19,679 | | | Intangible assets including goodwill | 118,038 | 142,293 | | | Convertible debt | 4,014 | 5,281 | | | Lease liabilities | 5,451 | 5,810 | | | Other accruals not currently deductible | 1,091 | 1,294 | | | Allowance for doubtful accounts | 787 | 1,048 | | | Deferred revenues | 3,273 | 1,899 | | | Other | 2,197 | 581 | | | Total deferred tax assets | 184,698 | 210,760 | | | Less: Valuation allowance | (6,411) | (4,474) | | | Net deferred tax assets | 178,287 | 206,286 | | | Deferred tax liabilities: | | | | | Operating lease right-of-use assets | (4,314) | (4,607) | | | | | Prepaid expenses | (1,132) | (714) | | | Unrealized gains and losses | (4,088) | (8,522) | | | Property and equipment | (2,753) | (2,769) | | | Total deferred tax liabilities | (12,287) | (16,612) | | | Net deferred tax assets (liabilities) | $ | 166,000 | $ | 189,674 | | The Company recognizes deferred income tax assets and liabilities for the expected future tax consequences of NOL carryforwards, credit carryforwards, and temporary differences between financial statement carrying amounts of assets and liabilities and their respective tax bases, using enacted tax rates in effect for the year in which the items are expected to reverse.F-41Table of ContentsThe Company had deferred tax assets for tax credits and NOLs, net of unrecognized tax positions, primarily related to: | | | Jurisdiction: | December31, 2025 | Begin to Expire | | | U.S. Federal NOL | $ | 4,463 | 2034 | | | U.S. Federal research and development credits | $ | 60 | 2039 | | | U.S. Federal foreign tax credits | $ | 254 | 2028 | | | U.S. State NOL | $ | 1,473 | 2026 | | | U.S. State research and development credits | $ | 1,237 | 2029 | | | U.K. NOL | $ | 2,814 | Indefinite | | | U.K. research and development credits | $ | 340 | Indefinite | | | Canadian research and development credit | $ | 1,274 | 2030 | | As of December31, 2025 and 2024, the Company has a valuation allowance recorded against net deferred tax assets related to NOLs and tax attributes in certain jurisdictions of $6,411 and $4,474, respectively. During the year ended December31, 2025, the Company increased the valuation allowance by $1,937, which was primarily related to taxable losses in various foreign jurisdictions. A valuation allowance is required when it is more likely than not that all or a portion of deferred tax assets will not be realized. The Company assesses the available positive and negative evidence to estimate whether the existing deferred tax assets will be realized. The Company has provided for any applicable income taxes associated with current year distributions, as well as any earnings that are expected to be distributed in the future, in the calculation of the income tax provision. No additional provision has been made for U.S. and nonU.S. income taxes on the undistributed earnings of subsidiaries that are expected to be indefinitely reinvested. A liability could arise if the Companys intention to indefinitely reinvest such earnings were to change and amounts are distributed by such subsidiaries or if such subsidiaries are ultimately disposed. The potential tax implications of unremitted earnings are driven by the facts at the time of the distribution. It is not practicable to estimate the additional income taxes related to indefinitely reinvested earnings or the basis differences related to investments in subsidiaries. The following is a reconciliation of the changes in gross unrecognized tax benefits: | | | Year Ended December31, | | | 2025 | 2024 | 2023 | | | Gross unrecognized tax benefits, beginning of year | $ | | $ | 466 | $ | 910 | | | Increases for tax positions of prior years | | | 12 | | | Decreases for tax positions of prior years | | (26) | (9) | | | Increases for tax positions related to the current year | | | | | | Decreases relating to settlements with taxing authorities | | (382) | | | | Reductions as a result of lapse of the statute of limitations | | (58) | (447) | | | Gross unrecognized tax benefits, end of year | $ | | $ | | $ | 466 | | As of December31, 2025, 2024, and 2023, the Company had total unrecognized tax benefits including interest and penalties of $0, $0, and $557, respectively, of which $0, $0, and $554, respectively, would impact the Companys effective tax rate if recognized. Interest expense and penalties related to unrecognized tax benefits included in the (Provision) benefit for income taxes were $0, $91, $194 for the years ended December31, 2025, 2024, and 2023, respectively. The cumulative accrued interest and penalties related to unrecognized tax benefits were $0, $0, and $91 as of December31, 2025, 2024, and 2023, respectively.F-42Table of ContentsThe Company is subject to income tax in the U.S. (federal and state) and numerous foreign jurisdictions. Significant judgment is required in evaluating the Companys tax positions and determining the provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company establishes reserves for taxrelated uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when the Company believes that certain positions might be challenged despite its belief that the Companys tax return positions are fully supportable. The tax benefit recognized is based on the largest amount that is greater than 50percent likely of being realized upon ultimate settlement. The Company adjusts these reserves in light of changing facts and circumstances, such as the outcome of tax audits. The (Provision) benefit for income taxes in the consolidated statements of operations includes the impact of reserve provisions and changes to reserves that are considered appropriate. The Company records accrued interest and/or penalties, where applicable, related to unrecognized tax benefits as part of the (Provision) benefit for income taxes in the consolidated statements of operations.The Company is currently under audit in the U.K. for years 2018 through 2023, in Ireland for year 2023, and in Canada for years 2019 through 2024. In addition, the Company is under audit in various other foreign taxing jurisdictions that are not material to the consolidated financial statements. The Companys U.S. consolidated federal income tax returns for years 2022 through 2025 may be subject to examination by the Internal Revenue Service. The Company also may be subject to examination by other significant jurisdictions, including the Inland Revenue Department for New Zealand Tax purposes for years 2020 through 2025.In December2021, the Organization for Economic Co-operation and Development (OECD) adopted model rules to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as Pillar2). The OECD has continued to issue administrative guidance and interpretations regarding the Pillar2 rules. A number of E.U. and G20 member nations, including locations where the Company currently has operations, are at various stages in the process of enacting tax legislation to incorporate aspects of the Pillar2 rules. For countries that have adopted the model rules, certain aspects of the Pillar2 rules became effective in 2024 and 2025, while other aspects are expected to become effective in 2026 and beyond. Due to the uncertainty regarding which countries will enact Pillar2 legislation and in what form the legislation will be adopted, as well as uncertainty regarding the timing of individual country legislative action and the underlying complexity of the rules, the Company is still assessing the impact, if any, of the Pillar2 legislation. Pillar2 legislation did not have a material impact on the (Provision) benefit for income taxes in the consolidated statements for the years ended December31, 2025 or 2024.Note17: Fair Value of Financial InstrumentsThe Company categorizes its assets and liabilities measured at fair value into a threelevel hierarchy, based on the priority of the inputs to the respective valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level1) and the lowest priority to unobservable inputs (Level3). An asset or liabilitys classification within the fair value hierarchy is based on the lowest level of significant input to its valuation. The Companys assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.The fair value hierarchy consists of the following three levels:Level1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.Level2 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.Level3 inputs are unobservable inputs based on managements own assumptions used to measure assets and liabilities at fair value.F-43Table of ContentsThe Companys financial instruments include cash equivalents, account receivables, certain other assets, accounts payable, accruals, certain other current and longterm liabilities, and longterm 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 shortterm nature of those instruments.The following methods and assumptions were used by the Company in estimating its fair value measurements for Level2 financial instruments as of December31, 2025 and 2024:Interest Rate Swap The fair value of the Companys 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 Level2 inputs in the fair value hierarchy.Long-Term Debt The fair value of the Companys 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 Level2 inputs in the fair value hierarchy. As of December31, 2025, the estimated fair value of the 2026Notes and 2027Notes was $676,542 and $543,059, respectively. As of December31, 2024, the estimated fair value of the 2026Notes and 2027Notes was $671,123 and $519,271, respectively. The estimated fair value of the 2026Notes and 2027Notes is based on quoted market prices of the Companys instrument in markets that are not active and are classified as Level2 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: | | | December31, 2025 | Level 1 | Level 2 | Total | | | Assets: | | | Money market funds (1) | $ | 17,838 | $ | | $ | 17,838 | | | Interest rate swap (2) | | 21,934 | 21,934 | | | Total assets | $ | 17,838 | $ | 21,934 | $ | 39,772 | | | Liabilities: | | | | | Deferred compensation plan liabilities (3) | $ | 111,125 | $ | | $ | 111,125 | | | Cash-settled equity awards (4) | 361 | | 361 | | | Total liabilities | $ | 111,486 | $ | | $ | 111,486 | | F-44Table of Contents | | | December31, 2024 | Level 1 | Level 2 | Total | | | Assets: | | | Money market funds (1) | $ | 5,648 | $ | | $ | 5,648 | | | Interest rate swap (2) | | 32,172 | 32,172 | | | Total assets | $ | 5,648 | $ | 32,172 | $ | 37,820 | | | Liabilities: | | | | | Deferred compensation plan liabilities (3) | $ | 100,482 | $ | | $ | 100,482 | | | Cash-settled equity awards (4) | 440 | | 440 | | | Total liabilities | $ | 100,922 | $ | | $ | 100,922 | | | | | | (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 $4,294 and $3,798 as of December31, 2025 and 2024, respectively, which are included in Accruals and other current liabilities in the consolidated balance sheets.(4)Included in Accruals and other current liabilities in the consolidated balance sheets.Note18: Commitments and ContingenciesPurchase CommitmentsIn the normal course of business, the Company enters into various purchase commitments for goods and services. During the years ended December31, 2025 and 2024, the Company entered into approximately $7,900 and $45,500, respectively, of noncancelable future cash purchase commitments for services related to cloud provisioning of the Companys software and for internaluse software costs. As of December31, 2025, total noncancelable future cash purchase commitments were approximately $53,700, of which the Company expects approximately $17,600 to be paid over the next 12 months and approximately $36,100 to be paid through September2029. The Company expects to fully consume its contractual commitments in the ordinary course of operations.LitigationFrom time to time, the Company is involved in certain legal actions arising in the ordinary course of business. In managements opinion, based upon the advice of counsel, the outcome of such actions is not expected to have a material adverse effect on the Companys future financial position, results of operations, or cash flows.GuaranteesThe Companys software license agreements typically provide for indemnification of customers for intellectual property infringement claims. The Company also warrants to customers, when requested, that its software products operate substantially in accordance with standard specifications for a limited period of time. The Company has not incurred significant obligations under customer indemnification or warranty provisions historically and does not expect to incur significant obligations in the future. Accordingly, the Company does not maintain accruals for potential customer indemnification or warrantyrelated obligations.F-45Table of ContentsNote19: Segment and Geographic InformationThe 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 CODM to be its Chief Executive Officer, who reviews financial information presented on a consolidated basis. The Companys reported measures of profit or loss for segment reporting purposes are Net income and AOIlessSBC. The CODM is regularly provided Net income and AOIlessSBC to understand the Companys financial and operating results across accounting periods and for comparison of the Companys results to those of other companies. The CODM regularly reviews AOIlessSBC 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. AOIlessSBC is a nonGAAP 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 cashsettled retention incentives provided to key employees of acquired companies), and realignment expenses (income), for the respective periods.Reconciliation of operating income to AOIlessSBC: | | | Year Ended December31, | | | 2025 | 2024 | 2023 | | | Operating income | $ | 362,621 | $ | 302,150 | $ | 230,542 | | | Amortization of purchased intangibles (see Note6) | 45,658 | 46,679 | 51,219 | | | Deferred compensation plan | 14,409 | 12,382 | 13,580 | | | Acquisition expenses (1) | 7,229 | 10,222 | 17,866 | | | Realignment expenses (2) | | 789 | 11,470 | | | AOIlessSBC | $ | 429,917 | $ | 372,222 | $ | 324,677 | | | | | | Further explanation of certain of the Companys adjustments in arriving at AOIlessSBC are as follows:(1)Acquisition expenses. The Company incurs expenses for professional services rendered in connection with business combinations, which are recorded in General and administrative in the consolidated statements of operations. Also included in the Companys acquisition expenses are cashsettled retention incentives provided to key employees of the acquired companies.(2)Realignment expenses. During the fourth quarter of 2023, the Company approved the 2023 Program. For the years ended December31, 2024 and 2023, the Company recognized realignment costs related to the aforementioned program of $847 and $12,579, respectively, which represent termination benefits for colleagues whose roles were impacted (see Note21). For the year ended December31, 2023, realignment expenses were partially offset by income associated with the continued wind down of the Companys Russian entities following our exit from operations beginning in the second quarter of 2022.Headcountrelated costs are considered the Companys significant expense category and primarily include salaries, benefits, bonuses, stockbased compensation expense, employment taxes, travel, training, and realignment and optimization of the Companys colleagues, and thirdparty personnel expenses and related overhead. The CODM is regularly provided headcountrelated 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 Companys operational efficiency and maximize longterm growth. Headcountrelated costs of $851,674, $787,248, and $748,772 for the years ended December31, 2025, 2024, and 2023, 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 .F-46Table of ContentsUnder the Companys Net income measure of profit or loss for segment reporting purposes, other segment items were $372,311, $331,414, and $152,854 for the years ended December31, 2025, 2024, or 2023, respectively. These other segment items primarily include cloudrelated costs incurred for servicing the Companys accounts using cloud provisioned offerings and the Companys 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 nonoperating expense (income) amounts presented in the consolidated statements of operations.Under the Companys AOIlessSBC measure of profit or loss for segment reporting purposes, other segment items were $226,234, $202,994, and $179,246 for the years ended December31, 2025, 2024, and 2023, respectively. These other segment items primarily include cloudrelated costs incurred for servicing the Companys accounts using cloud provisioned offerings and the Companys 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 AOIlessSBC, cashsettled retention incentives provided to key employees of acquired companies included as a component of acquisition expenses and costs associated with the 2023 Program included as a component of realignment expenses totaling $6,046, $9,369, and $24,282 for the years ended December31, 2025, 2024, and 2023, respectively, are excluded from the calculation of headcountrelated costs.Revenues by geographic region are presented in Note3. Longlived assets (other than goodwill), net of depreciation and amortization by geographic region (see Notes5, 6, and 8) are as follows: | | | December31, | | | 2025 | 2024 | | | Americas (1) | $ | 213,352 | $ | 230,964 | | | EMEA | 31,684 | 32,712 | | | APAC | 15,154 | 16,384 | | | Total long-lived assets | $ | 260,190 | $ | 280,060 | | | | | | (1)Americas includes the U.S., Canada, and Latin America (including the Caribbean).Note20: Other Income (Expense), NetOther income (expense), net consists of the following: | | | Year Ended December31, | | | 2025 | 2024 | 2023 | | | (Loss) gain from: | | | Change in fair value of interest rate swap (seeNote17) | $ | (10,238) | $ | 10 | $ | (5,038) | | | Foreign exchange (1) | 2,578 | 939 | 2,497 | | | | | | | | | | | Receipts related to interest rate swap | 7,390 | 9,309 | 8,803 | | | Other income (expense), net (2) | 817 | 2,691 | (13,484) | | | Total other income (expense), net | $ | 547 | $ | 12,949 | $ | (7,222) | | | | | | (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 income (expense), net for the year ended December31, 2023 includes non-marketable equity investment impairment and other charges of $(16,988), partially offset by gains on non-marketable equity investments of $2,360 (see Note7).F-47Table of ContentsNote21: Realignment CostsDuring the fourth quarter of 2023, the Company approved a strategic realignment program to better serve the Companys accounts and to better align resources with the strategy of the business, including reinvestment in go-to-market functions, as well as in AI in product development. For the years ended December31, 2024 and 2023, the Company incurred realignment costs related to the aforementioned program of $847 and $12,579, respectively, which represent termination benefits for colleagues whose roles were impacted. The 2023 Program activities, including payments of termination benefits, were completed as of December31, 2024.Realignment costs (income) by expense classification were as follows: | | | Year Ended December31, | | | 2024 | 2023 | | | Cost of revenues: | | | Cost of subscriptions and licenses | $ | 1,227 | $ | 839 | | | Cost of services | (85) | 1,246 | | | Total cost of revenues | 1,142 | 2,085 | | | Operating expenses: | | | Research and development | (118) | 4,995 | | | Selling and marketing | 413 | 4,012 | | | General and administrative | (590) | 1,487 | | | Total operating expenses | (295) | 10,494 | | | Total realignment costs | $ | 847 | $ | 12,579 | | Accruals and other current liabilities in the consolidated balance sheets included amounts related to the realignment activities as follows: | | | Balance, December31, 2023 | $ | 12,459 | | | Realignment costs | 847 | | | Payments | (12,768) | | | Adjustments (1) | (538) | | | Balance, December31, 2024 | $ | | | | | | | (1)Adjustments include foreign currency translation and other adjustments.Note22: Net Income Per Share Attributable to Bentley Systems StockholdersTo 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 twoclass method, is subtracted from net income attributable to Bentley Systems. The denominator of basicnet 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 Companys ClassB common stock.The Company issues certain performance-based RSUs determined to be participating securities because holders of such shares have non-forfeitable dividend rights in the event of the Companys declaration of a dividend for common shares. As of December31, 2025, 2024, and 2023, there were 207,829, 349,306, and 365,641 participating securities outstanding, respectively.F-48Table of ContentsTo compute the numerator of diluted net 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 ifconverted method is added back to basic net income attributable to Bentley Systems. To compute the denominator of diluted net 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 Companys 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 ifconverted method.Except with respect to voting and conversion, the rights of the holders of the Companys ClassA and ClassB 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 twoclass method.The details of basic and dilutednet income per share attributable to Bentley Systems stockholders are as follows: | | | Year Ended December31, | | | 2025 | 2024 | 2023 | | | Numerator: | | | Net income attributable to Bentley Systems | $ | 277,861 | $ | 234,787 | $ | 326,787 | | | Less: Net income attributable to Bentley Systems allocated to participating securities | (58) | (84) | (74) | | | Basic net income attributable to Bentley Systems stockholders | 277,803 | 234,703 | 326,713 | | | Add: Interest expense, net of tax, attributable to assumed conversion of convertible senior notes | 6,720 | 6,880 | 6,874 | | | Diluted net income attributable to Bentley Systems stockholders | $ | 284,523 | $ | 241,583 | $ | 333,587 | | | | | Denominator: | | | Basic weighted average shares | 314,690,707 | 314,886,615 | 312,358,823 | | | Dilutive effect of stock options, restricted stock, and RSUs | 807,288 | 1,185,014 | 2,435,456 | | | Dilutive effect of ESPP | 85,637 | 68,752 | 75,568 | | | Dilutive effect of assumed conversion of convertible senior notes | 17,505,581 | 17,633,786 | 17,633,786 | | | Diluted weighted average shares | 333,089,213 | 333,774,167 | 332,503,633 | | | | | Net income per share attributable to Bentley Systems stockholders: | | | Basic | $ | 0.88 | $ | 0.75 | $ | 1.05 | | | Diluted | $ | 0.85 | $ | 0.72 | $ | 1.00 | | For the year ended December31, 2025, 139,424 RSUs were excluded from the calculation of diluted net income per share attributable to Bentley Systems stockholders as including them would have an antidilutive effect. There were no antidilutive securities for the years ended December31, 2024 or 2023. The Company repaid the 2026Notes at maturity on January15, 2026, and no shares of the Companys ClassB common stock were issued upon settlement. Subsequent to repayment, the 2026Notes no longer represent potential common shares and, as a result, approximately 10million shares will be excluded from the calculation of diluted weighted average shares. F-49