FULLTEXT DEL 2 AV 3
10-K – 2026-02-26 – bsy-20251231.htm
Cost of Revenues and Operating Expenses Headcount-Related Costs For the years ended December 31, 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 “headcount‑related” costs. These costs primarily include salaries, benefits, bonuses, stock‑based compensation expense, employment taxes, travel, training, and realignment and optimization of our colleagues, and third‑party personnel expenses and related overhead. Our headcount‑related 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 December 31, 2024 and 2023, respectively, which represent termination benefits for colleagues whose roles were impacted (less than five percent of total headcount). See Note 21 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K for additional information. The 2023 Program activities, including payments of termination benefits, were completed as of December 31, 2024. 37 Table of C ontents Cost of Revenues % Change % Change 2024 to 2025 2023 to 2024 Constant Constant Year Ended December 31, 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 headcount‑related costs, as well as cloud‑related 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 December 31, 2025, on a constant currency basis, cost of subscriptions and licenses expenses increased primarily due to an increase in headcount‑related 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 headcount‑related 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 December 31, 2025, on a constant currency basis, cost of services expenses decreased primarily due to a decrease in headcount‑related costs of $6,718, mainly due to a reduction in third‑party 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 December 31, 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. 38 Table of C ontents Research and development. Research and development expenses primarily consist of headcount‑related 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 cost‑benefit 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 December 31, 2025, on a constant currency basis, research and development expenses increased primarily due to an increase in headcount‑related 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. Headcount‑related costs for the year ended December 31, 2024 were lower due to run‑rate savings as a result of the 2023 Program. Selling and marketing. Selling and marketing expenses primarily include headcount‑related costs, as well as the expense of online marketing, product marketing and other brand‑building 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 December 31, 2025, on a constant currency basis, selling and marketing expenses increased primarily due to an increase in headcount‑related 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. Headcount‑related costs for the year ended December 31, 2024 were lower due to run‑rate savings as a result of the 2023 Program. General and administrative . General and administrative expenses primarily include headcount‑related 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 December 31, 2025, on a constant currency basis, general and administrative expenses increased primarily due to an increase in headcount‑related 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 Gregory S. Bentley’s fractional interest under the amended and restated Bentley Systems, Incorporated Bonus Pool Plan (the “Bonus Plan”) as part of Mr. Bentley’s transition to the role of Executive Chair effective July 1, 2024. Additionally, during the year ended December 31, 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 December 31, 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 non‑product related intangible assets, primarily customer relationships, trademarks, and non‑compete agreements recorded in connection with completed acquisitions. 39 Table of C ontents For the year ended December 31, 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 December 31, 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 December 31, 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 December 31, 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 December 31, 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 December 31, 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 December 31, 2025, the effective tax rate was higher as compared to the year ended December 31, 2024 primarily due to the decrease in tax benefits related to stock‑based compensation, net of the impact from officer compensation limitation provisions, recognized in the current year. 40 Table of C ontents On July 4, 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 December 31, 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. December 31, 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 Revenues Recurring 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. ARR ARR is a key business metric that we believe is useful in evaluating the scale and growth of our business as well as to assist in the evaluation of underlying trends in our business. Furthermore, we believe ARR, considered in connection with our last twelve‑month recurring revenues dollar‑based net retention rate, is a leading indicator of revenue growth. 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 consumption‑based 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. 41 Table of C ontents ARR resulting from the annualization of recurring contracts with consumption measurement durations of less than one year, as a percentage of total ARR, was 51%, 50%, and 47% as of December 31, 2025, 2024, and 2023, respectively, with our E365 subscription offering representing 46%, 45%, and 41% of total ARR as of December 31, 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 Twelve‑Months Recurring Revenues Last twelve‑month recurring revenues is a key business metric that we believe is useful in evaluating our ability to consistently retain and grow our recurring revenues. We believe that we will continue to experience favorable growth in recurring revenues primarily due to our strong account retention and recurring revenues dollar‑based net retention rates, as well as the addition of new accounts with recurring revenues. Last twelve‑months recurring revenues is calculated as recurring revenues recognized over the preceding twelve‑month period. The last twelve‑months recurring revenues for the periods ended December 31, 2025, 2024, and 2023 compared to the last twelve‑months of the comparative twelve‑month 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 dollar‑based net retention rate, as well as additional recurring revenues resulting from new accounts and acquisitions. For the twelve months ended December 31, 2025, 2024, and 2023, 93%, 91%, and 89%, respectively, of our revenues were recurring revenues. Account Retention Rate Account retention rate is a key business metric that we believe is useful in evaluating the long‑term 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 long‑term 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 Dollar‑Based Net Retention Rate Recurring revenues dollar‑based 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 dollar‑based 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 December 31, 2025, 2024, and 2023, respectively, this metric helps explain our revenue performance as primarily growth from existing accounts. 42 Table of C ontents Non-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 non‑GAAP financial measures and provide reconciliations between these non‑GAAP financial measures and their most directly comparable GAAP financial measures. Non‑GAAP 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 non‑GAAP 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 (“AOI less SBC”) AOI less SBC is a non-GAAP financial measure and is used to measure the operational strength and performance of our business, as well as to assist in the evaluation of underlying trends in our business. AOI less SBC is defined as operating income adjusted for the following: amortization of purchased intangibles, expense (income) relating to deferred compensation plan liabilities, acquisition expenses (inclusive of cash‑settled retention incentives provided to key employees of acquired companies), and realignment expenses (income), for the respective periods. AOI less SBC is our primary performance measure, which excludes certain expenses and charges, including the non-cash amortization expense resulting from the acquisition of intangible assets, as we believe these may not be indicative of our core business operating results. We intentionally include stock-based compensation expense in this measure as we believe it better captures the economic costs of our business. 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 cash‑settled retention incentives provided to key employees of acquired companies), realignment expenses (income), and stock‑based compensation expense, for the respective periods. 43 Table of C ontents Reconciliation of operating income to AOI less SBC and to Adjusted operating income: Year Ended December 31, 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 AOI less SBC 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 AOI less SBC 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 non‑cash 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 cash‑settled retention incentives provided to key employees of the acquired companies. We exclude these acquisition expenses when we evaluate our continuing operational performance as we would not have otherwise incurred these expenses in the periods presented as part of our continuing operations. (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 December 31, 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 Note 21 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K). For the year ended December 31, 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) Stock‑based compensation expense . We exclude non-cash stock‑based compensation expenses from certain of our non‑GAAP measures because we believe this is useful to investors in making comparisons to other companies. Constant Currency Constant 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. 44 Table of C ontents In reporting period‑over‑period 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 December 31, 2025 Year Ended December 31, 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 December 31, 2024 Year Ended December 31, 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 December 31, 2025 Year Ended December 31, 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 45 Table of C ontents Constant Currency Change 2023 to 2024: Year Ended December 31, 2024 Year Ended December 31, 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 December 31, 2025 Year Ended December 31, 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 December 31, 2024 Year Ended December 31, 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 December 31, 2025 Year Ended December 31, 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 46 Table of C ontents Constant Currency Change 2023 to 2024: Year Ended December 31, 2024 Year Ended December 31, 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 December 31, 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 headcount‑related costs. In addition to operating expenses, we also use cash to service our debt obligations, to pay quarterly dividends, to repurchase our Class B common stock and convertible debt, and for capital expenditures in support of our operations. We also use cash to fund our acquisitions of software assets and businesses, and other investment activities. During the years ended December 31, 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 Class B 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, 47 Table of C ontents consummate 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 December 31, 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 Activities For the year ended December 31, 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 non‑cash 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 Activities Net cash used in investing activities was lower by $30,958 for the year ended December 31, 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 Activities Net cash used in financing activities was higher by $86,448 for the year ended December 31, 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 December 31, 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 October 18, 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 October 18, 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. 48 Table of C ontents As of December 31, 2025, we had $1,299,850 available under the Credit Facility, and we were in compliance with all covenants under the Credit Facility, the 2026 Notes, and the 2027 Notes. Any failure to comply with such covenants under the Credit Facility would prevent us from being able to borrow additional funds under the Credit Facility, and, as with any failure to comply with such covenants under the 2026 Notes and the 2027 Notes, could constitute a default that may cause all amounts outstanding to become due and immediately payable in full. As of December 31, 2025, the 2026 Notes were classified as long‑term in the consolidated balance sheets as we had the ability and intent to refinance them on a long‑term basis through available capacity under the Credit Facility. The 2026 Notes matured on January 15, 2026. Upon maturity, we repaid $678,254, which consisted of the remaining outstanding principal balance and accrued interest on the 2026 Notes using borrowings under the Credit Facility and available cash on hand. Our credit facilities, 2026 Notes, and 2027 Notes are described in Note 10 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K. Stock Repurchases BSY Stock Repurchase Program Our Board of Directors had authorized us to repurchase up to $200,000 of our Class B common stock and/or outstanding convertible senior notes through June 30, 2024 under the Repurchase Program. This authorization under the Repurchase Program expired on June 30, 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 Class B common stock and/or outstanding convertible senior notes from June 30, 2024 through June 30, 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 Class B common stock and/or outstanding convertible senior notes from November 21, 2025 through December 31, 2028. This updated authorization supersedes our prior authorization, which was set to expire on June 30, 2026. We may use available working capital, cash provided by operating activities, and/or external borrowings including available liquidity under our Credit Facility to make repurchases. During the year ended December 31, 2025, we repurchased 2,887,224 shares for $125,057, and $10,000 aggregate principal amount of our outstanding 2026 Notes for $9,797 under the Repurchase Program. During the year ended December 31, 2024, we repurchased 1,292,733 shares 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 Class B 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 Awards We have the right to require that certain equity awardees receive gross or net quantities of shares of our Class B common stock, including distributions from the DCP and share issuances under the Bonus Plan. In the case of a gross issuance or distribution, an awardee is required to reimburse promptly to us the cash required for his or her tax withholding amounts. Conversely, under a net issuance or distribution, shares are withheld in consideration of remitting withholding taxes on behalf of an equity awardee, thereby requiring us to remit cash for the tax withholdings. We exercised our right to require that impacted equity awardees receive gross quantities of our Class B common stock during the first quarter of 2025, but we allowed impacted awardees the option to receive net quantities of shares of our Class B common stock during the second, third, and fourth quarters of 2025. During the year ended December 31, 2024, we exercised our right to require that impacted equity awardees receive gross quantities of our Class B common stock. We will continue to evaluate whether share awards will be required to be received by awardees on a gross basis, or if net settlement may be elected by awardees. 49 Table of C ontents Dividend Payments The declaration and payment of dividends is within the discretion of our Board of Directors. We paid quarterly dividends of $0.07 per share of common stock during the year ended December 31, 2025 and $0.06 per share of common stock during the year ended December 31, 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 December 31, 2025: Total Due within 12 months Due after 12 months 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 2026 Notes upon maturity on January 15, 2026. Our Credit Facility matures on October 18, 2029, subject to a “revolving maturity date” on the date that is 91 days 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 Class B common stock, or a combination thereof. See Note 10 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K for additional information on our debt obligations. We have non‑cancelable future cash purchase commitments for services related to cloud provisioning of our software and for internal‑use 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 Note 18 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K 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 Note 12 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K for additional information on our DCP obligations. Our other future contractual obligations are related to leases. See Note 8 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K for additional information on our lease obligations. 50 Table of C ontents Critical 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 Recognition Our contracts with customers may include promises to transfer licenses (perpetual or term‑based), 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 Assets 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 straight‑line basis over their estimated useful lives. Goodwill 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 October 1, 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. 51 Table of C ontents In 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 December 31, 2025, 2024, or 2023. Other Intangible Assets We 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 December 31, 2025, 2024, or 2023. Income Taxes We 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. 52 Table of C ontents We 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 Risk Market 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 Risk Our 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 December 31, 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 $2.4 million. 53 Table of C ontents Interest Rate Risk The 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 April 2, 2020, we entered into an interest rate swap with a notional amount of $200.0 million and a ten‑year 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 72.9 basis points (“bps”), and will receive a floating interest rate equal to daily SOFR plus an Alternative Reference Rates Committee (“ARRC”) spread adjustment of 11.448 bps. We do not enter into investments or derivative instruments for trading or speculative purposes. The fair value of our 2026 Notes and 2027 Notes 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 2026 Notes and 2027 Notes were completed to reduce the potential dilution from the conversion of the 2026 Notes and 2027 Notes. The fair value of the 2026 Notes and 2027 Notes will generally increase as interest rates fall and decrease as interest rates rise. In addition, the fair value of the 2026 Notes and 2027 Notes will generally increase as our Class B 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 2026 Notes and 2027 Notes, 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 $123.3 million and $64.0 million as of December 31, 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 Data The information required by this item is included at the end of this report beginning on page F‑1. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures Evaluation of Effectiveness of Disclosure Controls and Procedures Our management maintains disclosure controls and procedures as defined in Rules 13a‑15(e) and 15d‑15(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 SEC’s 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 December 31, 2025, our disclosure controls and procedures were effective at the reasonable assurance level. 54 Table of C ontents Our 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. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a‑15(f) under the Securities Exchange Act of 1934, as amended). Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 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 December 31, 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, KPMG LLP, has issued an audit report on the effectiveness of our internal control over financial reporting, which is included in Part II, Item 8 of this Annual Report on Form 10‑K. Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a or 15d of the Exchange Act that occurred during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information Rule 10b5-1 Trading Plans On December 17, 2025 , Werner Andre , the Company’s Chief Financial Officer , adopted a trading plan established pursuant to Rule 10b5‑1 of the Exchange Act, which is intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c), to sell an aggregate of 29,757 shares of our Class B common stock. Mr. Andre’s plan expires on November 10, 2026 . During the three months ended December 31, 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 10b5‑1(c) or any “non-Rule 10b5‑1 trading arrangement.” Dividends Declared Subsequent to December 31, 2025 On February 23, 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 March 19, 2026 to all stockholders of record of Class A and Class B common stock as of the close of business on March 10, 2026. The Company publicly announced the dividend declaration on February 26, 2026. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 55 Table of C ontents PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item is incorporated by reference to our 2026 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2025. Information About Our Executive Officers The following sets forth certain information as of February 26, 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 July 1, 2024 and is responsible for our overall strategy and growth. Mr. Cumins previously served as our Chief Operating Officer since January 1, 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 Maîtrise de Droit (Law) and Maîtrise de Sciences de Gestion (Business) degrees from University Paris II Panthéon-Assas, Paris, France. Werner Andre has served as our Chief Financial Officer since January 1, 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 PricewaterhouseCoopers LLP 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 January 1, 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 Systèmes, Autodesk, Inc., and Océ. He holds a Bachelor of Arts in Communication and Information Sciences from the University of Alabama. 56 Table of C ontents 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 20 years 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 co‑founded in 2004 in Barcelona, Spain. He holds a degree in Computer Science from Université 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 & Burling LLP. Mr. Shaman’s international experience includes eight years 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 Bachelor’s 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 2026 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 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 2026 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2025. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated by reference to our 2026 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2025. Item 14. Principal Accountant Fees and Services The information required by this item is incorporated by reference to our 2026 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2025. 57 Table of C ontents 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 ( KPMG LLP , 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 September 25, 2020 3.2 Amended and Restated Bylaws of Bentley Systems, Incorporated 8-K 001-39548 3.2 September 25, 2020 4.1 Form of Bentley Systems, Incorporated Class B common stock certificate S-1/A 333-248246 4.1 September 18, 2020 4.2 Indenture, dated as of June 28, 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 October 18, 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 58 Table of C ontents 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 September 22, 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 January 1, 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 September 22, 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 Nicholas H. 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 James Lee and Bentley Systems, Incorporated X 10.16 Common Stock Purchase Agreement, by and among Bentley Systems, Incorporated, Siemens AG, and the persons listed as “Key Holders” therein, dated September 23, 2016, as amended on October 28, 2016, and April 23, 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 Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended X 31.2 Certification of CFO pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended X 32* Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97 Bentley Systems, Incorporated Incentive Compensation Clawback Policy, as Adopted on August 17, 2023 Pursuant to Nasdaq Rule 5608 10-K 001-39548 97 February 27, 2024 101.INS Inline XBRL Instance Document—the 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 59 Table of C ontents 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 Exhibit 101 X † Management contract or compensatory plan or arrangement. * Filed or furnished herewith. The certification attached as Exhibit 32 that accompanies this Annual Report on Form 10‑K 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 Form 10‑K, 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 10–K Summary None. 60 Table of C ontents SIGNATURES Pursuant to the requirements of Section 13 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: February 26, 2026 By: /s/ N ICHOLAS H. C UMINS 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 February 26, 2026. Signature Title /s/ N ICHOLAS H. C UMINS Chief Executive Officer and Director Nicholas H. Cumins (Principal Executive Officer) /s/ W ERNER A NDRE Chief Financial Officer Werner Andre (Principal Financial Officer) /s/ T HOMAS F. T RIMBACK Chief Accounting Officer and Controller Thomas F. Trimback (Principal Accounting Officer) /s/ G REGORY S. B ENTLEY Executive Chair and President Gregory S. Bentley /s/ B ARRY J. B ENTLEY Director Barry J. Bentley /s/ K EITH A. B ENTLEY Director Keith A. Bentley /s/ R AYMOND B. B ENTLEY Director Raymond B. Bentley /s/ K IRK B. G RISWOLD Director Kirk B. Griswold /s/ J ANET B. H AUGEN Director Janet B. Haugen /s/ B RIAN F. H UGHES Director Brian F. Hughes 61 Table of C ontents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Bentley Systems, Incorporated: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheets of Bentley Systems, Incorporated and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three‑year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 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 December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 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 December 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Basis for Opinions The Company’s 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 Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s 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 Reporting A company’s 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 company’s 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-1 Table of C ontents assurance 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 company’s 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 Matter The 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 revenues As discussed in Note 3 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 December 31, 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 Company’s 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 LLP We have served as the Company’s auditor since 2002. Philadelphia, Pennsylvania February 26, 2026 F-2 Table of C ontents BENTLEY SYSTEMS, INCORPORATED Consolidated Balance Sheets (in thousands, except share and per share data) December 31, 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 (Note 18) Equity: Preferred stock, $ 0.01 par value, authorized 100,000,000 shares; none issued or outstanding as of December 31, 2025 and 2024 — — Class A common stock, $ 0.01 par value, authorized 100,000,000 shares; issued and outstanding 11,537,627 shares as of December 31, 2025 and 2024 115 115 Class B common stock, $ 0.01 par value, authorized 1,800,000,000 shares; issued and outstanding 290,817,470 and 290,439,703 shares as of December 31, 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-3 Table of C ontents BENTLEY SYSTEMS, INCORPORATED Consolidated Statements of Operations (in thousands, except share and per share data) Year Ended December 31, 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-4 Table of C ontents BENTLEY SYSTEMS, INCORPORATED Consolidated Statements of Comprehensive Income (in thousands) Year Ended December 31, 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-5 Table of C ontents BENTLEY SYSTEMS, INCORPORATED Consolidated Statements of Equity (in thousands, except share data) Total Accumulated Bentley Class A and Class B Additional Other Systems Non- Common Stock Paid-In Comprehensive Accumulated Stockholders' Controlling Total Shares Par Value Capital Loss Deficit Equity Interest Equity Balance, December 31, 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, December 31, 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 Class B common stock under approved program ( 1,292,733 ) ( 12 ) — — ( 64,347 ) ( 64,359 ) — ( 64,359 ) Other — — — — 175 175 ( 175 ) — Balance, December 31, 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 Class B common stock under approved program ( 2,887,224 ) ( 29 ) — — ( 125,028 ) ( 125,057 ) — ( 125,057 ) Balance, December 31, 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-6 Table of C ontents BENTLEY SYSTEMS, INCORPORATED Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 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 Class B 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-7 Table of C ontents BENTLEY SYSTEMS, INCORPORATED Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 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 third‑party withholding taxes. See accompanying notes to consolidated financial statements. F-8 Table of C ontents BENTLEY SYSTEMS, INCORPORATED Notes to Consolidated Financial Statements (in thousands, except share and per share data) Note 1: Description of Business and Summary of Significant Accounting Policies Business and Operations Bentley Systems is the infrastructure engineering software company. The Company’s purpose is to advance the world’s infrastructure for better quality of life. The Company’s 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 Company’s 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 cloud‑native technology platform to create, curate, and leverage infrastructure digital twins. Through the Company’s platform, products are becoming increasingly data-centric to take advantage of digital twin and AI capabilities. Basis of Presentation and Consolidation The 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. Reclassifications Certain reclassifications of prior period amounts have been made to conform to the current period presentation. Accounting Policies The Company’s 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 Company’s 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-9 Table of C ontents Cost 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 headcount‑related costs, as well as cloud‑related costs incurred for servicing the Company’s accounts using cloud provisioned offerings and the Company’s 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 Company’s ACDP described below, and amortization of intangible assets associated with acquired software and technology. Cost of services expenses primarily include headcount‑related 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 Company’s 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 headcount‑related costs. In general, technological feasibility is reached shortly before the release of such products. Under its ACDP (the Company’s structured approach to an in‑house business incubator function), the Company capitalizes certain development costs related to specified projects once technological feasibility is established. 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 high‑risk development issues. Once the software is ready for its intended use, amortization is recorded over the software’s estimated useful life (generally three years ). Total costs capitalized under the ACDP were $ 2,053 , $ 3,878 , and $ 4,558 for the years ended December 31, 2025, 2024, and 2023, respectively. Additionally, total ACDP related amortization was $ 5,711 , $ 3,720 , and $ 7,711 for the years ended December 31, 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 December 31, 2025, 2024, or 2023. As of December 31, 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 December 31, 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 December 31, 2025 and 2024, all of the Company’s 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 Note 3). 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 write‑off 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-10 Table of C ontents The 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 Company’s estimate of the recoverability of receivables could be further adjusted. Activity related to the Company’s allowance for doubtful accounts was as follows: Year Ended December 31, 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 Company’s total revenues for the years ended December 31, 2025, 2024, or 2023. The Company’s 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: December 31, 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 December 31, 2025, 2024, and 2023 was $ 3,673 , $ 1,712 , and $ 865 , respectively. F-11 Table of C ontents Note 2: Recent Accounting Pronouncements In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2025‑06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350‑40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025‑06”), which amends certain aspects of the accounting for and disclosure of software costs under Subtopic 350-40, referred to as internal-use software. ASU 2025-06 is effective for the Company for the annual reporting period beginning after December 15, 2027, and interim periods within that annual reporting period. Early adoption is permitted as of the beginning of an annual reporting period. The amendments in ASU 2025-06 may be adopted on a prospective basis to financial statements issued for reporting periods after the effective date, on a retrospective basis to all periods presented, or on a modified prospective transition basis for in-process projects through a cumulative-effect adjustment to the opening balance of retained earnings. The Company is currently evaluating the impact of the adoption of ASU 2025‑06 on its consolidated financial statements. In July 2025, the FASB issued ASU No. 2025‑05, Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025‑05”), which provides public entities with an optional practical expedient when estimating expected credit losses for current accounts receivables and current contract assets arising from transactions accounted for under Revenue from Contracts with Customers (Topic 606), that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. ASU 2025-05 is effective for the Company for annual reporting periods beginning after December 15, 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 ASU 2025‑05 on its consolidated financial statements and related disclosures. In November 2024, the FASB issued ASU No. 2024‑03, Income Statements–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024‑03”), which requires enhanced disclosure of income statement expense categories to improve transparency and provide financial statement users with more detailed information about the nature, amount, and timing of expenses impacting financial performance. ASU 2024-03 is effective for the Company for the annual reporting period beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The amendments in ASU 2024-03 may be adopted either on a prospective basis to financial statements issued for reporting periods after the effective date or on a retrospective basis to all periods presented. The Company is currently evaluating the impact of the adoption of ASU 2024‑03, however, other than additional disclosure, the Company does not expect a change to the consolidated financial statements. In March 2024, the SEC adopted the final rule under SEC Release No. 33‑11275, The Enhancement and Standardization of Climate‑Related Disclosures for Investors . The final rule requires registrants to disclose certain climate‑related information in registration statements and annual reports. The final rule disclosure requirements would have begun phasing in prospectively for the Company’s fiscal year beginning January 1, 2025. In April 2024, the SEC issued an order staying the final rule pending completion of a judicial review of certain petitions challenging their validity. In March 2025, the SEC voted to end its defense of the final rule. In September 2025, judicial review was suspended awaiting SEC clarity on its position. The Company is currently monitoring the status of the final rule pending the court’s ultimate decision and evaluating the impact of the final rule on its consolidated financial statements disclosures. Recently Adopted Accounting Guidance In December 2023, the FASB issued ASU No. 2023‑09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023‑09”), which expands disclosures in an entity’s 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 December 31, 2025 (see Note 16). F-12 Table of C ontents Note 3: Revenue from Contracts with Customers Disaggregation of Revenues The Company’s revenues consist of the following: Year Ended December 31, 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 December 31, 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 December 31, 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 Company’s subscription‑based commercial offerings recorded in Subscriptions in the consolidated statements of operations. Revenue from external customers is attributed to individual countries based upon the location of the customer. Revenues by geographic region are as follows: Year Ended December 31, 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 December 31, 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 end‑users. Channel partners are authorized to promote the sale of an authorized set of the Company’s 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 December 31, 2025, 2024, and 2023, respectively. F-13 Table of C ontents Nature of Products and Services The 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. Subscriptions Enterprise Subscriptions The Company provides enterprise subscription offerings, which provide its enterprise accounts with complete and unlimited global access to the Company’s 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 Company’s 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 Subscriptions The 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 Azure‑based 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 Subscriptions The 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 Company’s Virtuoso subscriptions sold via the Company’s 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 usage‑based 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-14 Table of C ontents Visas are QTLs or ATLs enabling users to access specific project or enterprise information and entitles users to certain functionality of the Company’s Bentley Infrastructure Cloud offerings. The Company’s standard offerings are usage based with monetization through the Company’s 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 Licenses Perpetual 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. Services The 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 Company’s fixed‑fee arrangements, including its Success Services offerings, are structured as subscription‑like, 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 Estimates The Company’s contracts with customers may include promises to transfer licenses (perpetual or term‑based), 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 Company’s 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-15 Table of C ontents Unbilled Accounts Receivable Unbilled accounts receivable represent amounts that are unbilled due to agreed-upon contractual terms in which billing occurs subsequent to revenue recognition, and are included in Accounts receivable in the consolidated balance sheets. As of December 31, 2025 and 2024, unbilled accounts receivable were $ 182,315 and $ 159,924 , respectively. Contract Balances As of December 31, 2025 and 2024, the Company’s contract assets relate to performance obligations completed in advance of the right to invoice and are included in Prepaid and other current assets in the consolidated balance sheets. Contract assets were not material as of December 31, 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 Company’s performance under the contracts and new billings made or payments received in advance of revenue recognition from subscriptions and services. The satisfaction of performance obligations typically lags behind payments received under revenue from contracts with customers. For the year ended December 31, 2025, $ 253,003 of revenues that were included in the December 31, 2024 deferred revenues balance were recognized. There were additional deferrals of $ 270,695 , which were primarily related to new billings. For the year ended December 31, 2024, $ 231,114 of revenues that were included in the December 31, 2023 deferred revenues balance were recognized. There were additional deferrals of $ 233,910 , which were primarily related to new billings. As of December 31, 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 Customer The 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 Company’s 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 December 31, 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 December 31, 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 December 31, 2025, 2024, or 2023. Remaining Performance Obligations The Company’s contracts with customers include amounts allocated to performance obligations that will be satisfied at a later date. As of December 31, 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-16 Table of C ontents Note 4: Acquisitions The aggregate details of the Company’s acquisition activity are as follows: Acquisitions Completed During Year Ended December 31, 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 December 31, 2025. The operating results for any acquired business are included in the Company’s consolidated financial statements from the closing date of each respective acquisition and were not material, individually or in the aggregate, to the Company’s consolidated 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 December 31, 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 3 years, respectively) 5,901 7,025 3,077 Customer relationships (weighted average useful life of 5 , 3 , and 6 years, respectively) 14,600 284 3,900 Trademarks (weighted average useful life of 5 , 10 , and 5 years, 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-17 Table of C ontents The 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 Company’s revenue recognition policies in Note 3. 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 market‑based 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 Company’s 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 non‑contingent consideration, where applicable, the Company’s 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 Company’s 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 December 31, 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. Note 5: Property and Equipment Property and equipment, net consist of the following: December 31, 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 December 31, 2025, 2024, and 2023 was $ 14,505 , $ 13,684 , and $ 12,368 , respectively. F-18 Table of C ontents Property and equipment are recorded at cost less accumulated depreciation. Depreciation is calculated using the straight‑line 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 cost‑sharing agreement as the Company’s Executive Chair owns 50 %. Such costs were not material during the years ended December 31, 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 December 31, 2025, 2024, or 2023. Note 6: Goodwill and Other Intangible Assets The Company’s 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 straight‑line basis over their estimated useful lives. Goodwill The changes in the carrying amount of goodwill are as follows: Balance, December 31, 2023 $ 2,269,336 Acquisitions 120,214 Foreign currency translation adjustments ( 21,538 ) Other adjustments ( 833 ) Balance, December 31, 2024 2,367,179 Acquisitions 69,232 Foreign currency translation adjustments 45,064 Other adjustments 679 Balance, December 31, 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 October 1, 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-19 Table of C ontents In 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 Company’s annual impairment assessments conducted for the years ended December 31, 2025, 2024, or 2023. Other Intangible Assets Details of intangible assets other than goodwill are as follows: Remaining Weighted Average Useful Life as of December 31, 2025 December 31, 2025 December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Intangible assets subject to amortization: Software and technology 2.3 years $ 88,183 $ ( 70,058 ) $ 18,125 $ 86,578 $ ( 61,671 ) $ 24,907 Customer relationships 5.4 years 332,959 ( 189,838 ) 143,121 315,773 ( 162,175 ) 153,598 Trademarks 5.8 years 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 December 31, 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 December 31, 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 December 31, 2025, 2024, or 2023. F-20 Table of C ontents Note 7: Investments Investments consist of the following: December 31, 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 Investments The 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 Company’s share of income or loss of such companies is not included in the Company’s consolidated statements of operations. In March 2023, 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 non‑cash 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 December 31, 2023. As of December 31, 2025 and 2024, the Company’s investment balance in Worldsensing was $ 8,928 . During the years ended December 31, 2025 and 2024, the Company invested a total of $ 981 and $ 1,435 , respectively. During the year ended December 31, 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 Note 20). 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 December 31, 2025 or 2024. During the year ended December 31, 2023, the Company recognized impairment charges of $ 14,588 to write‑down 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 write‑off the Company’s 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 December 31, 2023 (see Note 20). Equity Method Investments The 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 Company’s equity method investments in joint ventures are considered related parties. No investments were made during the years ended December 31, 2025 and 2024. During the years ended December 31, 2025 and 2024, transactions between the Company and its joint ventures were not material to the Company’s consolidated financial statements. F-21 Table of C ontents Note 8: Leases The Company’s operating leases consist of office facilities, office equipment, and automobiles. As of December 31, 2025, the Company’s 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 right‑of‑use assets, Operating lease liabilities , and Long‑term operating lease liabilities in the consolidated balance sheets. Operating lease right‑of‑use assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right‑of‑use 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 Company’s 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 Company’s estimated credit rating, the term of the lease, economic environment where the asset resides, and full collateralization. The operating lease right‑of‑use 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 straight‑line basis over the lease term. For contracts with lease and non‑lease 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 Company’s 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 right‑of‑use asset or lease liability for short‑term leases (leases with a term of twelve months or less). Short‑term leases are recognized in the consolidated statements of operations on a straight‑line basis over the lease term. The components of operating lease cost is included in the consolidated statements of operations as follows: Year Ended December 31, 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 December 31, 2025, 2024, and 2023, respectively. Supplemental operating cash flows and other information related to leases was as follows: Year Ended December 31, 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) Right‑of‑use 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 December 31, 2025, 2024, and 2023, respectively. F-22 Table of C ontents The weighted average remaining lease term for operating leases was 3.8 years and 4.3 years as of December 31, 2025 and 2024, respectively. The weighted average discount rate was 5.4 % and 5.2 % as of December 31, 2025 and 2024, respectively. Maturities of operating lease liabilities for the years after December 31, 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 December 31, 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 right‑of‑use 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 December 31, 2025, 2024, or 2023. Note 9: Accruals and Other Current Liabilities Accruals and other current liabilities consist of the following: December 31, 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-23 Table of C ontents Note 10: Long-Term Debt Long‑term debt consists of the following: December 31, 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 Facility On October 18, 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 October 18, 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 December 19, 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 October 18, 2029, subject to a “revolving maturity date” on the date that is 91 days prior to the maturity date of the Company’s outstanding convertible debt, unless on such date the Company meets certain liquidity requirements. Voluntary prepayments under the Credit Facility are permitted at any time without payment of any prepayment premiums. Revolving loan borrowings under the Credit Facility bear interest, at the Company’s 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 10 bps, plus a spread ranging from 125 bps to 225 bps as determined by the Company’s net leverage ratio. Under the non‑Term 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 50 bps, or (iii) the daily simple SOFR rate plus 100 bps, plus a spread ranging from 25 bps to 125 bps as determined by the Company’s 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 10 bps, plus a spread ranging from 125 bps to 225 bps as determined by the Company’s net leverage ratio. In addition, a commitment fee for the unused revolving credit facility ranges from 20 bps to 30 bps per annum as determined by the Company’s net leverage ratio. F-24 Table of C ontents Borrowings under the Credit Facility are guaranteed by the Company’s material first tier domestic subsidiaries and are secured by a first priority security interest in substantially all of the Company’s 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 Company’s ability to pay dividends, repurchase the Company’s Class B 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 December 31, 2025 and 2024 under the Credit Facility. As of December 31, 2025 and 2024, the Company had $ 1,299,850 and $ 1,164,535 , respectively, available under the Credit Facility. As of December 31, 2025 and 2024, the Company was in compliance with all covenants in its Credit Facility. Convertible Senior Notes 2026 Notes On January 26, 2021, the Company completed a private offering of $ 690,000 of 0.125 % convertible senior notes due 2026 (the “2026 Notes”). The 2026 Notes were issued pursuant to an indenture, dated as of January 26, 2021, between the Company and Wilmington Trust, National Association, as trustee (the “2026 Trustee”) (the “2026 Indenture”). Interest will accrue from January 26, 2021 and will be payable semi‑annually in arrears in cash on January 15 and July 15 of each year, with the first payment due on July 15, 2021. The 2026 Notes will mature on January 15, 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 2026 Notes 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 December 31, 2025. The 2026 Notes were repurchased under the Company’s Repurchase Program authorization (see Note 13). Prior to October 15, 2025, the 2026 Notes were convertible at the option of the holder pursuant to the terms of the 2026 Indenture. On or after October 15, 2025 until 5:00 p.m., New York City time, on the second scheduled trading day immediately before the maturity date, the 2026 Notes are convertible at the option of the holder at any time. On October 14, 2025, in accordance with the 2026 Indenture, the Company gave notice to the 2026 Trustee, 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 2026 Notes to “Physical Settlement” (as defined in the 2026 Indenture). As a result, all conversions of the 2026 Notes occurring on or after October 15, 2025 will be settled by delivery of shares of the Company’s Class B common stock using Physical Settlement in accordance with the 2026 Indenture. The initial conversion rate is 15.5925 shares of the Company’s Class B common stock per one thousand dollar principal amount of 2026 Notes, 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-25 Table of C ontents Upon a fundamental change (as defined in the 2026 Indenture), holders may, subject to certain exceptions, require the Company to purchase their 2026 Notes in whole or in part for cash at a price equal to the principal amount of the 2026 Notes 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 Make‑Whole 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 2026 Notes in connection with such Make‑Whole Fundamental Change. No adjustment to the conversion rate will be made if the stock price in such Make‑Whole Fundamental Change is either less than $ 44.23 per share or greater than $ 210.00 per share. The Company will not increase the conversion rate to an amount that exceeds 22.6090 shares per one thousand dollar principal amount of 2026 Notes, subject to adjustment. The 2026 Indenture also contains a customary merger covenant. Under the 2026 Indenture, the 2026 Notes may be accelerated upon the occurrence of certain customary events of default. If certain bankruptcy and insolvency‑related events of default with respect to the Company occur, the principal of, and accrued and unpaid interest on, all of the then outstanding 2026 Notes 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 2026 Notes of at least 25 % in principal amount of the outstanding 2026 Notes 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 2026 Notes 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 2026 Notes. The 2026 Notes 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 2026 Notes. The effective interest rate for the 2026 Notes is 0.658 %. As of December 31, 2025, none of the conditions of the 2026 Notes to early convert had been met and the Company was in compliance with all affirmative and negative covenants. As of December 31, 2025, the 2026 Notes were classified as long‑term in the consolidated balance sheets as the Company had the ability and intent to refinance them on a long‑term basis through available capacity under the Credit Facility. The 2026 Notes matured on January 15, 2026. Upon maturity, the Company repaid $ 678,254 , which consisted of the remaining outstanding principal balance and accrued interest on the 2026 Notes using borrowings under the Credit Facility and available cash on hand. Capped Call Options — In connection with the pricing of the 2026 Notes, 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 Company’s Class B common stock upon any conversion of 2026 Notes 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 $ 72.9795 per share, which represents a premium of 65 % above the last reported sale price per share of the Company’s Class B common stock on the Nasdaq Global Select Market on January 21, 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 2026 Notes, 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 2026 Notes, and are legally detachable. As the capped call options are both legally detachable and separately exercisable from the 2026 Notes, the Company accounts for the capped call options separately from the 2026 Notes. The capped call options are indexed to the Company’s 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 December 31, 2021. These capped call options expired on January 15, 2026. F-26 Table of C ontents 2027 Notes On June 28, 2021, the Company completed a private offering of $ 575,000 of 0.375 % convertible senior notes due 2027. The 2027 Notes were issued pursuant to an indenture, dated as of June 28, 2021, between the Company and Wilmington Trust, National Association, as trustee (the “2027 Trustee”) (the “2027 Indenture”). Interest will accrue from June 28, 2021 and will be payable semi‑annually in arrears in cash on January 1 and July 1 of each year, with the first payment due on January 1, 2022. The 2027 Notes will mature on July 1, 2027, unless earlier converted, redeemed, or repurchased. Prior to April 1, 2027, the 2027 Notes 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 September 30, 2021, if the last reported sale price per share of the Company’s Class B common stock exceeds 130 % of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive 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 2027 Notes 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 Company’s Class B 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 Company’s Class B common stock, as described in the 2027 Indenture; and (4) if the Company calls the 2027 Notes for redemption. On or after April 1, 2027 until 5:00 p.m., New York City time, on the second scheduled trading day immediately before the maturity date, the 2027 Notes 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 Company’s Class B common stock, or a combination of cash and shares of the Company’s Class B common stock, at the Company’s election, based on the applicable conversion rate. The initial conversion rate is 12.0153 shares of the Company’s Class B common stock per one thousand dollar principal amount of 2027 Notes, 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 2027 Notes in whole or in part at any time after July 5, 2024 and on or before the 40 th scheduled trading day immediately before the maturity date if the last reported sale price per share of the Company’s Class B common stock exceeds 130 % of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during any 30 consecutive 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 2027 Notes 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 2027 Notes in whole or in part for cash at a price equal to the principal amount of the 2027 Notes 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 Make‑Whole 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 2027 Notes in connection with such Make‑Whole Fundamental Change. No adjustment to the conversion rate will be made if the stock price in such Make‑Whole Fundamental Change is either less than $ 61.65 per share or greater than $ 325.00 per share. The Company will not increase the conversion rate to an amount that exceeds 16.2206 shares per one thousand dollar principal amount of 2027 Notes, subject to adjustment. The 2027 Indenture also contains a customary merger covenant. F-27 Table of C ontents Under the 2027 Indenture, the 2027 Notes may be accelerated upon the occurrence of certain customary events of default. If certain bankruptcy and insolvency‑related events of default with respect to the Company occur, the principal of, and accrued and unpaid interest on, all of the then outstanding 2027 Notes 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 2027 Notes of at least 25 % in principal amount of the outstanding 2027 Notes 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 2027 Notes 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 2027 Notes. The 2027 Notes 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 2027 Notes. The effective interest rate for the 2027 Notes is 0.864 %. As of December 31, 2025, none of the conditions of the 2027 Notes to early convert had been met. The 2027 Notes are the Company’s senior, unsecured obligations that rank senior in right of payment to the Company’s future indebtedness that is expressly subordinated to the 2027 Notes, rank equally in right of payment with the Company’s existing and future senior unsecured indebtedness that is not so subordinated (including the Company’s 2026 Notes), effectively subordinated to the Company’s existing and future secured indebtedness (including obligations under the Company’s 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 Company’s subsidiaries. The 2027 Notes contain both affirmative and negative covenants. As of December 31, 2025 and 2024, the Company was in compliance with all covenants in the 2027 Notes. Capped Call Options — In connection with the pricing of the 2027 Notes, 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 Company’s Class B common stock upon any conversion of 2027 Notes 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 $ 95.5575 per share, which represents a premium of 55 % above the last reported sale price per share of the Company’s Class B common stock on the Nasdaq Global Select Market on June 23, 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 2027 Notes, 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 2027 Notes, and are legally detachable. As the capped call options are both legally detachable and separately exercisable from the 2027 Notes, the Company accounts for the capped call options separately from the 2027 Notes. The capped call options are indexed to the Company’s 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 December 31, 2021. Derivative Arrangements The 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 derivative’s 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-28 Table of C ontents Effective on April 2, 2020, the Company entered into an interest rate swap with a notional amount of $ 200,000 and a ten‑year term to reduce the interest rate risk associated with a portion of the Company’s floating rate debt. Under the terms of the interest rate swap, the Company will pay a fixed interest rate of 72.9 bps, and will receive a floating interest rate equal to daily SOFR plus an ARRC spread adjustment of 11.448 bps. 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 Note 17). 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 Note 20). 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 Company’s 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, Net Interest expense, net consists of the following: Year Ended December 31, 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 December 31, 2025, 2024, and 2023, respectively. Scheduled maturities of long‑term debt for the years after December 31, 2025 are as follows: 2026 $ 677,830 2027 575,000 Total scheduled maturities of long-term debt $ 1,252,830