10-K – 2026-02-26 – bsy-20251231.htm

Note 11: Executive Incentive Plans
Executive Bonus Plan
The Company maintains the Bonus Plan, which is a legacy plan from decades prior to the Company’s IPO and was established to compensate a limited set of executives with substantial holdings of the Company’s common stock. As of January 1, 2024, Gregory S. Bentley was the sole remaining participant in the Bonus Plan. Pursuant to the Bonus Plan, participants are eligible to receive incentive bonuses that are determined based on the Company’s adjusted Management Report Operating Income (“MROI”), as defined in the plan agreement and before deduction for such plan payments. For purposes of the Bonus Plan, the bonus pool thereunder may be funded with up to an aggregate of 20 % of the Company’s adjusted MROI, subject to approval by the Sustainability Committee of the Company’s Board of Directors (the “Committee”), with payments made to plan participants based on each such participant’s allocated interest in the bonus pool. The plan permits the deduction of certain holdback amounts from the plan’s pool, from which amounts can then be allocated to fund items including equity and/or cash incentive compensation for non‑plan participants and participant charitable contributions.
F-29

Table of C ontents

As part of Gregory S. Bentley’s transition to the role of Executive Chair effective July 1, 2024, on June 26, 2024, the Committee approved Amendment No. 2 to the Bonus Plan pursuant to which (in addition to other conforming changes) Mr. Bentley’s fractional interest under the Bonus Pool Plan was reduced from 12/33 to 4/33 effective July 1, 2024.
On November 2, 2022, the Committee approved an amendment to the Bonus Plan such that with respect to fiscal year 2022, one‑third of the Company’s Chief Investment Officer’s allocated percentage interest will be multiplied by a coefficient derived from the performance of the Company’s BSY Investments group (the Company’s executive team focused on portfolio development, mergers and acquisitions, venture capital investing, digital integrator business activities, and various incubating and accelerating business activities). This coefficient is generally determined by calculating the annual increase (or decrease) in value of the BSY Investments portfolio, taking into account applicable fees and an annual hurdle rate, in all cases, as approved by the Company’s non‑employee directors. The Company’s Chief Investment Officer retired effective March 31, 2023 and received one Bonus Plan payout during 2023 in respect to the 2022 fiscal year under the amended allocated percentage interest.
A participant may defer any portion, or all, of such participant’s incentive bonus payable pursuant to the Bonus Plan into the DCP (see Note 12). The Bonus Plan provides, in part, that a participant may elect to receive any portion, or all, of such participant’s non‑deferred incentive bonus in the form of shares of fully vested Class B common stock issued under the Bentley Systems, Incorporated 2020 Omnibus Incentive Plan (the “2020 Plan”), subject to the limitation described below. The Company records the election of non‑deferred incentive bonus in the form of shares of fully vested Class B common stock as stock‑based compensation expense in the consolidated statements of operations (see Note 15). Such election must be made prior to the start of the applicable calendar quarter for which the incentive bonus is to be paid, and the number of shares of Class B common stock payable in respect of such elected amount is calculated using a volume-weighted average price of the Company’s Class B common stock for the period commencing on the ten th trading day prior to the end of the applicable calendar quarter and ending on the ten th trading day following the end of the applicable calendar quarter. Notwithstanding participants’ elections to receive shares of fully vested Class B common stock in respect of their non‑deferred incentive bonus payments, if, in any calendar quarter, the aggregate U.S. dollar value of shares of fully vested Class B common stock payable in respect of the non‑deferred incentive bonuses exceeds $ 7,500 , the portion of each participant’s non‑deferred incentive bonus payable in shares of fully vested Class B common stock will be reduced pro rata such that the $ 7,500 limit is not exceeded, and, for each affected participant, the amount of such reduction will be payable in cash.
For the years ended December 31, 2025, 2024, and 2023, the incentive compensation, including cash payments, election to receive shares of fully vested Class B common stock, and deferred compensation to plan participants, recognized under this plan (net of all applicable holdbacks) was $ 9,019 , $ 16,337 , and $ 21,463 , respectively.
Career Stock Program
In June 2024, the Committee established an equity-based incentive program to compensate a limited set of executives (the “Career Stock Program”) pursuant to which the Company may grant restricted stock units (“RSUs”) awards under the 2020 Plan. Under the Career Stock Program, the Committee may from time to time grant RSU awards to program participants, the amount of which is to be determined based upon the Company’s AOI less SBC growth in the year preceding the date of grant (the “Performance Year”) as a percentage of the difference between realized AOI less SBC growth during the Performance Year and an inflation-adjusted target growth level for such Performance Year. Any such awards, if made, would thereafter cliff vest five years following the end of the Performance Year and would otherwise be subject to the terms and conditions of the 2020 Plan.
During the three months ended March 31, 2025, the Company granted 28,913 RSUs with a fair value of $ 1,160 under the Career Stock Program based on the achievement of the performance goals for the year ended December 31, 2024. As of December 31, 2025, there was $ 964 of unrecognized compensation expense related to unvested RSUs under the Career Stock Program, which is expected to be recognized over a weighted average period of approximately 4.0  years.
F-30

Table of C ontents

Note 12: Retirement Plans
Deferred Compensation Plan
Under the Company’s DCP, certain officers and key employees may defer all or any part of their incentive compensation, and the Company may make discretionary awards on behalf of such participants. Elective participant deferrals and discretionary Company awards are received in the form of phantom shares of the Company’s Class B common stock, which are valued for accounting purposes in the same manner as actual shares of Class B common stock, and are recorded as stock‑based compensation expense in the consolidated statements of operations (see Note 15). The DCP has 50,000,000  shares of Class B common stock reserved for issuance. As of December 31, 2025, shares of Class B common stock available for future issuance under the DCP were 4,615,798 .
For the years ended December 31, 2025, 2024, and 2023, DCP elective participant deferrals were $ 0 , $ 188 , and $ 1,765 , respectively. No discretionary contributions were made to the DCP during the years ended December 31, 2025, 2024, or 2023. As of December 31, 2025 and 2024, phantom shares of the Company’s Class B common stock issuable by the DCP were 10,805,223 and 12,728,808 , respectively.
In August 2021, the Company’s Board of Directors approved an amendment to the DCP, which offered to certain active executives in the DCP a one‑time, short‑term election to reallocate a limited portion of their DCP holdings from phantom shares of the Company’s Class B common stock into other phantom investment funds. DCP participants’ holdings in phantom investment funds are classified as liabilities in either Accruals and other current liabilities or Deferred compensation plan liabilities in the consolidated balance sheets as they will be settled in cash upon eventual distribution. The deferred compensation plan liabilities are marked to market at the end of each reporting period, with changes in the liabilities recorded as an expense (income) to Deferred compensation plan in the consolidated statements of operations.
Deferred compensation plan expense was $ 14,409 , $ 12,382 , and $ 13,580 for the years ended December 31, 2025, 2024, and 2023, respectively.
The total liabilities related to the DCP are included in the consolidated balance sheets as follows:

December 31,
2025 2024
Accruals and other current liabilities $ 4,294   $ 3,798  
Deferred compensation plan liabilities 106,831   96,684  
Total DCP liabilities $ 111,125   $ 100,482  

Other Plans
The Company maintains a qualified 401(k) profit‑sharing plan (the “401(k) Plan”) for the benefit of U.S.‑based full‑time colleagues. The Company matches 50 %, up to a maximum of 6 % of qualified cash compensation for each eligible participating colleague. The Company’s matching contributions to the 401(k) Plan were $ 6,022 , $ 5,472 , and $ 5,260 , for the years ended December 31, 2025, 2024, and 2023, respectively.
The Company also maintains various retirement benefit plans (primarily defined contribution plans) for colleagues of its international subsidiaries. The Company’s contributions to these plans were $ 14,928 , $ 13,531 , and $ 13,208 , for the years ended December 31, 2025, 2024, and 2023, respectively.
F-31

Table of C ontents

Note 13: Preferred and Common Stock
Preferred Stock Authorized and Selected Terms
The Company’s amended and restated Certificate of Incorporation authorizes the Company to issue up to 100,000,000  shares of preferred stock. Preferred stock has rights, preferences, and privileges which may be designated from time to time by the Company’s Board of Directors.
Common Stock Authorized and Selected Terms
The Company’s amended and restated Certificate of Incorporation authorizes the Company to issue up to 100,000,000  shares of Class A common stock and up to 1,800,000,000  shares of Class B common stock.
The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. Each share of Class B common stock is entitled to one vote per share, while each share of Class A common stock is entitled to 29 votes per share and is convertible at any time into one share of Class B common stock. Class A common stock will automatically convert into Class B common stock upon certain transfers, and its votes per share will be reduced to 11 in the event none of the Bentleys (Barry J. Bentley, Gregory S. Bentley, Keith A. Bentley, Raymond B. Bentley, and Richard P. Bentley, collectively) serves as a Company director or executive officer. Class A common stock also will automatically convert into shares of Class B common stock upon the affirmative vote of at least 90 % of the then outstanding shares of Class A common stock or such time that the Bentley family (the Bentleys, certain other family members and trusts and other entities controlled by or primarily for the benefit of the Bentleys and their families, collectively) directly or indirectly, own less than 20 % of the issued and outstanding Class B common stock on a fully-diluted basis (assuming the conversion of all issued and outstanding Class A common stock).
During the year ended December 31, 2023, 64,130  shares of Class A common stock were converted to Class B common stock.
BSY Stock Repurchase Program
In May 2022, the Company announced that its Board of Directors approved the Repurchase Program authorizing the Company to repurchase up to $ 200,000 of the Company’s Class B common stock through June 30, 2024 . In December 2022, the Company’s Board of Directors amended the Repurchase Program to allow the Company also to repurchase its outstanding convertible senior notes. This additional authorization did not increase the overall dollar limit of the Repurchase Program. The Company’s authorization under the Repurchase Program approved in May 2022 expired on June 30, 2024. In March 2024, the Company’s Board of Directors approved an extension to the Repurchase Program authorizing the Company to repurchase up to $ 200,000 of the Company’s Class B common stock and/or outstanding convertible senior notes from June 30, 2024 through June 30, 2026 . In November 2025, the Company’s Board of Directors approved an extension to the Repurchase Program authorizing the Company to repurchase up to $ 500,000 of the Company’s Class B common stock and/or outstanding convertible senior notes from November 21, 2025 through December 31, 2028 . This updated authorization supersedes the Company’s prior authorization, which was set to expire on June 30, 2026. As of December 31, 2025, $ 481,558 was available under the Company’s Board of Directors authorization for future repurchases of Class B common stock and/or outstanding convertible senior notes under the Repurchase Program.
F-32

Table of C ontents

The shares and outstanding convertible senior notes proposed to be acquired in the Repurchase Program may be repurchased from time to time in open market transactions, through privately negotiated transactions, or by other means in accordance with federal securities laws. The Company intends to fund repurchases from available working capital and cash provided by operating activities. The timing, as well as the number and value of shares and/or outstanding convertible senior notes repurchased under the Repurchase Program, will be determined by the Company at its discretion and will depend on a variety of factors, including management’s assessment of the intrinsic value of the Company’s shares, the market price of the Company’s Class B common stock and outstanding convertible senior notes, general market and economic conditions, available liquidity, compliance with the Company’s debt and other agreements, and applicable legal requirements. The exact number of shares and/or outstanding convertible senior notes to be repurchased by the Company is not guaranteed, and the Repurchase Program may be suspended, modified, or discontinued at any time without prior notice.
During the year ended December 31, 2025, the Company repurchased 2,887,224  shares for $ 125,057 , and $ 10,000 aggregate principal amount of the Company’s outstanding 2026 Notes for $ 9,797 (see Note 10) under the Repurchase Program. During the year ended December 31, 2024, the Company repurchased 1,292,733  shares for $ 64,359 under the Repurchase Program. The Company did not make repurchases under the Repurchase Program during the year ended December 31, 2023.
Common Stock Issuances, Sales, and Repurchases
During the year ended December 31, 2025, the Company issued 1,657,737  shares of Class B common stock to DCP participants in connection with distributions from the plan, net of 335,295  shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $ 14,396 . During the year ended December 31, 2024, the Company issued 4,707,845  shares of Class B common stock to DCP participants in connection with distributions from the plan. There were no shares sold back to the Company as they were issued on a gross basis during the year ended December 31, 2024. During the year ended December 31, 2023, the Company issued 3,410,006  shares of Class B common stock to DCP participants in connection with distributions from the plan, net of 935,939  shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $ 38,456 .
During the year ended December 31, 2025, the Company issued 83,791  shares of Class B common stock in connection with Bonus Plan incentive compensation, net of 47,405  shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $ 2,371 . During the year ended December 31, 2024, the Company issued 282,340  shares of Class B common stock in connection with the Bonus Plan incentive compensation. There were no shares sold back to the Company as they were issued on a gross basis during the year ended December 31, 2024. During the year ended December 31, 2023, the Company issued 247,867  shares of Class B common stock in connection with the Bonus Plan incentive compensation, net of 135,314  shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $ 5,756 .
During the year ended December 31, 2024, the Company issued 844,283  shares of Class B common stock to colleagues who exercised their stock options, net of 67,146  shares withheld at exercise to pay for the cost of the stock options, as well as for $ 2,195 of applicable income tax withholdings. The Company received $ 4,007 in cash proceeds from the exercise of stock options. The total intrinsic value of stock options exercised for the year ended December 31, 2024 was $ 40,775 .
During the year ended December 31, 2023, the Company issued 2,621,959  shares of Class B common stock to colleagues who exercised their stock options, net of 238,627  shares withheld at exercise to pay for the cost of the stock options, as well as for $ 6,581 of applicable income tax withholdings. The Company received $ 11,715 in cash proceeds from the exercise of stock options. The total intrinsic value of stock options exercised for the year ended December 31, 2023 was $ 112,025 .
F-33

Table of C ontents

The Company has a Class B Common Stock Purchase Agreement with a strategic investor (the “Common Stock Purchase Agreement”), pursuant to which the investor acquired the maximum purchase amount of $ 250,000 of the Company’s Class B common stock. The Common Stock Purchase Agreement grants to the strategic investor certain informational and protective rights, including, for so long as the Company remains party to a long-term strategic collaboration agreement with the investor the right to participate in any sale process the Company may undertake. The Common Stock Purchase Agreement expires in 2030.
Dividends
The Company declared cash dividends during the periods presented as follows:

Dividend
Per Share Amount
2025:
Fourth quarter $ 0.07   $ 21,207  
Third quarter 0.07   21,263  
Second quarter 0.07   21,295  
First quarter 0.07   21,198  
Total $ 0.28   $ 84,963  
2024:
Fourth quarter $ 0.06   $ 18,130  
Third quarter 0.06   18,134  
Second quarter 0.06   17,980  
First quarter 0.06   17,871  
Total $ 0.24   $ 72,115  
2023:
Fourth quarter $ 0.05   $ 14,764  
Third quarter 0.05   14,768  
Second quarter 0.05   14,702  
First quarter 0.05   14,522  
Total $ 0.20   $ 58,756  

In February 2026, the Board of Directors approved cash dividends of $ 0.07 per share 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.
Global Employee Stock Purchase Plan
The Bentley Systems, Incorporated Global Employee Stock Purchase Plan (the “ESPP”) provides eligible colleagues of the Company with an opportunity to contribute up to 15 % of their eligible compensation toward the purchase of the Company’s Class B common stock at a discounted price, up to a maximum of $ 25 per year and subject to any other plan limitations. The ESPP has 25,000,000  shares of Class B common stock reserved for issuance.
Unless otherwise determined by the Board of Directors, the ESPP has been implemented by means of consecutive offering periods, which will run from January 1st (or the first trading day thereafter) through June 30th (or the first trading day prior to such date), and from July 1st (or the first trading day thereafter) through December 31st (or the first trading day prior to such date). The purchase price per share at which shares of Class B common stock are sold in an offering period under the ESPP will be equal to the lesser of 85 % of the fair market value of a share of Class B common stock (i) on the first trading day of the offering period, or (ii) on the purchase date (i.e., the last trading day of the offering period).
F-34

Table of C ontents

During the year ended December 31, 2025, colleagues who elected to participate in the ESPP purchased a total of 280,767  shares of Class B common stock, net of shares withheld, resulting in cash proceeds to the Company of $ 11,534 . Of the total 291,251  shares purchased, 10,484  shares were sold back to the Company to pay for applicable income tax withholdings of $ 539 . During the year ended December 31, 2024, colleagues who elected to participate in the ESPP purchased a total of 253,578  shares of Class B common stock, net of shares withheld, resulting in cash proceeds to the Company of $ 11,228 . Of the total 260,437  shares purchased, 6,859  shares were sold back to the Company to pay for applicable income tax withholdings of $ 348 . During the year ended December 31, 2023, colleagues who elected to participate in the ESPP purchased a total of 315,840  shares of Class B common stock, net of shares withheld, resulting in cash proceeds to the Company of $ 9,988 . Of the total 333,324  shares purchased, 17,484  shares were sold back to the Company to pay for applicable income tax withholdings of $ 845 . As of December 31, 2025 and 2024, $ 6,173 and $ 5,577 of ESPP withholdings via colleague payroll deduction were recorded in Accruals and other current liabilities in the consolidated balance sheets, respectively. As of December 31, 2025, shares of Class B common stock available for future issuance under the ESPP were 23,737,693 .

Note 14: Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss consists of the following:

Foreign Actuarial (Loss)
Currency Gain on
Translation Retirement Plan Total
Balance, December 31, 2022 $ ( 89,408 ) $ ( 332 ) $ ( 89,740 )
Other comprehensive income, before taxes
4,774   68   4,842  
Tax expense —   ( 89 ) ( 89 )
Other comprehensive income (loss), net of taxes
4,774   ( 21 ) 4,753  
Less: Other comprehensive income (loss) attributable to noncontrolling interest —   —   —  
Balance, December 31, 2023 ( 84,634 ) ( 353 ) ( 84,987 )
Other comprehensive (loss) income, before taxes
( 19,308 ) 220   ( 19,088 )
Tax expense —   ( 45 ) ( 45 )
Other comprehensive (loss) income, net of taxes
( 19,308 ) 175   ( 19,133 )
Less: Other comprehensive income (loss) attributable to noncontrolling interest ( 42 ) —   ( 42 )
Balance, December 31, 2024 ( 103,900 ) ( 178 ) ( 104,078 )
Other comprehensive income, before taxes
29,360   279   29,639  
Tax expense —   ( 106 ) ( 106 )
Other comprehensive income, net of taxes
29,360   173   29,533  
Less: Other comprehensive income (loss) attributable to noncontrolling interest 13   —   13  
Balance, December 31, 2025 $ ( 74,553 ) $ ( 5 ) $ ( 74,558 )

F-35

Table of C ontents

Note 15: Stock-Based Compensation
Total stock‑based compensation expense consists of the following:

Year Ended December 31,
2025 2024 2023
Restricted stock and RSUs expense
$ 62,222   $ 58,921   $ 54,606  
Bonus Plan expense (see Note 11) 6,823   12,344   14,801  
ESPP expense (see Note 13) 2,931   2,426   2,407  
Stock grants expense 600   600   600  
Stock option expense —   —   343  
DCP elective participant deferrals expense (1) (see Note 12)
—   126   215  
Total stock-based compensation expense (2)
$ 72,576   $ 74,417   $ 72,972  

(1) DCP elective participant deferrals expense excludes deferred incentive bonus payable pursuant to the Bonus Plan.
(2) As of December 31, 2025 and 2024, $ 1,814 and $ 1,556 remained in Accruals and other current liabilities in the consolidated balance sheets, respectively.
Total stock‑based compensation expense is included in the consolidated statements of operations as follows:

Year Ended December 31,
2025 2024 2023
Cost of subscriptions and licenses $ 3,882   $ 1,506   $ 4,444  
Cost of services 2,252   3,142   3,196  
Research and development 22,345   20,862   19,380  
Selling and marketing 15,954   12,972   11,565  
General and administrative 28,143   35,935   34,387  
Total stock-based compensation expense $ 72,576   $ 74,417   $ 72,972  

Stock‑based compensation expense is measured at the grant date fair value of the award and is recognized ratably over the requisite service period, which is generally the vesting period. Specifically for performance‑based RSUs, stock‑based compensation expense is measured at the grant date fair value of the award and is recognized ratably over the requisite service period based on the number of awards expected to vest at each reporting date. The Company accounts for forfeitures of equity awards as those forfeitures occur.
The fair value of the common stock during periods prior to the IPO was determined by the Board of Directors at each award grant date based upon a variety of factors, including the results obtained from independent third‑party valuations, the Company’s financial condition, and historical financial performance.
Bentley Systems, Incorporated 2020 Omnibus Incentive Plan
The Company’s 2020 Plan provides for the granting of stock, stock options, restricted stock, RSUs, and other stock‑based or performance‑based awards to certain directors, officers, colleagues, consultants, and advisors of the Company, and terminates in September 2030. The 2020 Plan provides that 25,000,000 shares of Class B common stock may be issued for equity awards. Equity awards that are expired, canceled, forfeited, or terminated for any reason will be available for future grant under the 2020 Plan. As of December 31, 2025, equity awards available for future grants under the 2020 Plan were 18,476,290 .
F-36

Table of C ontents

Restricted Stock and RSUs
Under the 2020 Plan, the Company may grant both time‑based and performance‑based shares of restricted Class B common stock and RSUs to eligible colleagues. Time‑based awards generally vest ratably on each of the first four anniversaries of the grant date. Performance‑based awards vesting is determined by the achievement of certain business growth targets, which include growth in ARR, as well as actual bookings for perpetual licenses and non‑recurring services. Performance targets are generally set for annual performance periods. The fair value of restricted stock and RSUs is determined by the product of the number of shares granted and the Company’s Class B common stock price on the grant date.
Shares of restricted stock have voting rights and, subject to the terms of the award agreements, the time‑based restricted stock awards generally accrue declared dividends which are paid upon vesting. RSUs, which may be cash or share‑settled depending on the award, do not have voting rights and, subject to the terms of the award agreements, the time‑based RSUs have dividend equivalent rights and do not accrue cash dividends. Recipients of the Company’s outstanding performance‑based restricted stock awards and RSUs are paid dividends prior to vesting.
The following is a summary of unvested RSUs activity and related information:

Time- Performance-
Based Based
Weighted Weighted
Average Average
Time- Performance- Grant Date Grant Date
Total Based Based Fair Value Fair Value
RSUs RSUs RSUs Per Share Per Share
Unvested, December 31, 2024 3,417,009   3,067,703   (1)
349,306   (2)
$ 45.45   $ 44.83  
Granted 1,778,953   1,560,631   218,322   (3)
$ 40.90 $ 40.62
Vested ( 1,563,419 ) ( 1,248,515 ) ( 314,904 ) $ 43.99   $ 43.84  
Forfeited and canceled ( 223,934 ) ( 216,048 ) ( 7,886 ) $ 42.87   $ 52.53  
Unvested, December 31, 2025 3,408,609   3,163,771   (4)
244,838   $ 43.96   $ 42.10  

(1) Includes 175,928 time‑based RSUs granted during the three months ended March 31, 2022 to certain officers and key employees, which cliff vested on January 31, 2025. Additionally, includes 300,964 time‑based RSUs granted during the three months ended June 30, 2024 to certain officers, which vest 20 % on each of December 15, 2025, 2026, 2027, 2028, and 2029.
(2) Primarily relates to the 2024 annual performance period. Includes 162,038 performance‑based RSUs granted during the year ended December 31, 2022 with extraordinary terms, which are described below.
(3) Primarily relates to the 2025 annual performance period. Includes 10,493 additional shares earned based on the achievement of 2024 performance goals for performance-based RSUs granted during the year ended December 31, 2024.
(4) Includes 36,124  RSUs which are expected to be settled in cash.
During the year ended December 31, 2022, the Company granted 185,186 performance‑based RSUs to certain officers and key employees, which vest subject to the achievement of certain performance goals over a three‑year performance period (the “Performance Period”). For each year of the Performance Period, one‑third of the performance‑based RSUs were subject to a cliff, whereby no vesting of that portion would occur unless the Company’s applicable margin metrics (which, for 2022 was Adjusted EBITDA margin, and for 2023 and 2024 was AOI less SBC margin, excluding the impact of foreign currency exchange fluctuations) also equaled or exceeded the relevant target level for such year. Provided that the applicable margin targets were met, the total number of performance‑based RSUs that vested were determined by the achievement of growth targets, which included growth in ARR, as well as actual bookings for perpetual licenses and non‑recurring services. As of December 31, 2024, 162,038 of the aforementioned performance‑based RSUs were outstanding. On January 31, 2025, 162,038 performance‑based RSUs were determined to be vested based on the achievement of the performance goals during the Performance Period.
F-37

Table of C ontents

In 2016, the Company granted RSUs subject to performance‑based vesting as determined by the achievement of certain business growth targets. Certain colleagues elected to defer delivery of such shares upon vesting. During the years ended December 31, 2025, 2024, and 2023, 1,577 , 1,569 , and 1,562  shares, respectively, were delivered to colleagues, and 32 , 32 , and 36  additional shares, respectively, were earned as a result of dividends. As of December 31, 2025, 2024, and 2023, 4,755 , 6,300 , and 7,837  shares, respectively, of these vested and deferred RSUs remained outstanding.
The weighted average grant date fair values of RSUs granted were $ 40.87 , $ 50.36 , and $ 42.29 for the years ended December 31, 2025, 2024, and 2023, respectively.
During the years ended December 31, 2025, 2024, and 2023, restricted stock and RSUs were issued net of 330,161 , 197,328 , and 161,841  shares, respectively, which were sold back to the Company to settle applicable income tax withholdings of $ 14,881 , $ 9,966 , and $ 7,299 , respectively.
As of December 31, 2025, there was $ 97,229 of unrecognized compensation expense related to unvested time‑based RSUs, which is expected to be recognized over a weighted average period of approximately 1.8  years. As of December 31, 2025, there was $ 747 of unrecognized compensation expense related to unvested performance‑based RSUs, which is expected to be recognized over a weighted average period of approximately 1.0  year.
Stock Grants
Under the 2020 Plan, the Company may grant unrestricted, fully vested shares of Class B common stock. The fair value of stock grants is determined by the product of the number of fully vested Class B common stock granted and the Company’s common stock price on the grant date. The total expense related to stock grants is recognized on the grant date as the issued awards are fully vested.
During the years ended December 31, 2025, 2024, and 2023, the Company granted 12,591 , 11,391 , and 12,639  fully vested shares of Class B common stock, respectively, with a fair value of $ 600 , $ 600 , and $ 600 , respectively.
ESPP
The ESPP is considered a compensatory plan as it provides eligible colleagues an option to purchase shares of the Company’s Class B common stock for 85 % of the lower of the price of the first day of the offering period or the last day of the offering period (i.e., the purchase date).
The fair value of each purchase right under the ESPP was calculated as the sum of its components, which includes the discount, a six‑month call option, and a six‑month put option. The call and put options were valued using the Black‑Scholes option pricing model. Stock‑based compensation expense is recognized ratably over the respective offering period.

Note 16: Income Taxes
The components of Income before income taxes consist of the following:

Year Ended December 31,
2025 2024 2023
Domestic $ 160,489   $ 118,624   $ 16,652  
Foreign 190,244   174,431   166,875  
Income before income taxes
$ 350,733   $ 293,055   $ 183,527  

F-38

Table of C ontents

The (Provision) benefit for income taxes consists of the following:

Year Ended December 31,
2025 2024 2023
Current:
Federal $ ( 4,940 ) $ ( 7,194 ) $ ( 12,899 )
State ( 1,831 ) ( 2,674 ) ( 2,567 )
Foreign ( 41,873 ) ( 36,287 ) ( 40,171 )
( 48,644 ) ( 46,155 ) ( 55,637 )
Deferred:
Federal ( 18,940 ) ( 7,627 ) 134,516  
State ( 5,399 ) ( 4,057 ) 29,514  
Foreign 6   ( 887 ) 34,848  
( 24,333 ) ( 12,571 ) 198,878  
(Provision) benefit for income taxes
$ ( 72,977 ) $ ( 58,726 ) $ 143,241  

A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective tax rate after the adoption of ASU 2023‑09 (see Note 2) is as follows:

Year Ended December 31, 2025

$ %
U.S. federal statutory income tax rate $ 73,654   21.0 %
U.S. federal:
Nontaxable or nondeductible items:
Stock-based compensation ( 18,673 ) ( 5.3 )
Nondeductible officer compensation 14,151   4.0  
Other 324   0.1  
Tax credits ( 4,958 ) ( 1.4 )
Other adjustments ( 958 ) ( 0.3 )
State and local income tax, net of U.S. federal income tax effect (1)
5,712   1.6  
Foreign tax effects:
Ireland:
Foreign tax rate differential ( 11,516 ) ( 3.3 )
Other ( 1,029 ) ( 0.3 )
Other foreign jurisdictions 16,270   4.7  
Effective tax rate $ 72,977   20.8 %

(1) New York state and city, California, Oregon, and Pennsylvania represent the majority of the tax effect in this category.
F-39

Table of C ontents

A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective tax rate prior to the adoption of ASU 2023‑09 (see Note 2) is as follows:

Year Ended December 31,
2024 2023
U.S. federal statutory income tax rate 21.0 % 21.0 %
State and local income tax, net of U.S. federal income tax effect 2.1   ( 0.3 )
Stock-based compensation ( 16.0 ) ( 22.9 )
Nondeductible officer compensation 14.1   14.9  
Tax credits ( 3.0 ) ( 5.8 )
Withholding taxes 3.4   4.9  
Foreign tax rate differential ( 3.3 ) ( 3.0 )
U.S. net tax on foreign earnings 0.5   4.2  

Tax impact of internal legal entity restructuring —   ( 93.1 )

Other 1.2   2.1  
Effective tax rate 20.0 % ( 78.0 %)

For the year ended 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. For the year ended December 31, 2024, the effective tax rate was higher as compared to the year ended December 31, 2023 primarily due to the tax benefit recognized as a result of the internal legal entity restructuring during the fourth quarter of 2023 described below, as well as a decrease in tax benefits related to stock‑based compensation, net of the impact from officer compensation limitation provisions, partially offset by the decrease in the adverse effective tax rate impact of the net tax on foreign earnings. The decrease in net tax on foreign earnings is primarily related to increased foreign creditable taxes available to reduce the net impact of the U.S. Global Intangible Low-Taxed Income (“GILTI”) inclusion.
On July 4, 2025, President Trump signed into law the OBBBA. The OBBBA includes the permanent extension of certain expiring provisions of the JOBS Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates. The OBBBA had a favorable impact on the Company’s cash paid for income taxes in 2025, primarily attributable to the change in restoring immediate U.S. tax deductions for domestic research and development expenses. The OBBBA did not have a material impact on the effective tax rate for the year ended December 31, 2025.
During the fourth quarter of 2023, the Company recognized a net income tax benefit of $ 170,784 attributable to internal legal entity restructuring and related intra-entity transactions as part of its continuing efforts to align intellectual property ownership with the Company’s business operating model. These transactions resulted in the recognition of deferred tax benefits arising from the net increase in deferred tax assets related to intangibles and goodwill of $ 171,622 . As of December 31, 2023, the deferred tax assets represented the undiscounted future anticipated cash tax impacts of basis differences, which were expected to be realized through tax amortization over the next 13  years, beginning in 2024. The benefit of the internal legal entity restructuring was partially offset by an increase in the effective tax rate impact of the GILTI inclusion due to the mandatory capitalization of research and development expenses for U.S. tax purposes and a decrease in tax benefits related to stock‑based compensation, net of the impact from officer compensation limitation provisions, recognized during the year ended December 31, 2023.
The Company has elected the “period cost method” and treats taxes due on future U.S. inclusions in taxable income related to Net Controlled Foreign Corporation Tested Income, formerly known as GILTI, as a current‑period expense when incurred.
F-40

Table of C ontents

Cash paid for income taxes, net of refunds, after the adoption of ASU 2023‑09 (see Note 2) was as follows:

Year Ended

December 31,

2025
U.S. federal $ 10,495  
U.S. state and local 4,402  
Foreign:
Ireland 22,544  
India 4,486  
Brazil 2,608  
All other foreign 7,042  
Cash paid for income taxes, net of refunds (1)
$ 51,577  

(1) Cash paid for income taxes, net of refunds, excludes $ 7,518 of third‑party withholding taxes.
The following is a summary of the significant components of the Company’s deferred tax assets and liabilities:

December 31,
2025 2024
Deferred tax assets:
Accrued compensation $ 31,072   $ 32,875  
Tax loss and credit carryforwards
18,775   19,679  
Intangible assets including goodwill 118,038   142,293  
Convertible debt 4,014   5,281  
Lease liabilities 5,451   5,810  
Other accruals not currently deductible 1,091   1,294  
Allowance for doubtful accounts 787   1,048  
Deferred revenues 3,273   1,899  
Other 2,197   581  
Total deferred tax assets 184,698   210,760  
Less: Valuation allowance ( 6,411 ) ( 4,474 )
Net deferred tax assets 178,287   206,286  
Deferred tax liabilities:

Operating lease right-of-use assets ( 4,314 ) ( 4,607 )

Prepaid expenses ( 1,132 ) ( 714 )
Unrealized gains and losses ( 4,088 ) ( 8,522 )
Property and equipment ( 2,753 ) ( 2,769 )
Total deferred tax liabilities ( 12,287 ) ( 16,612 )
Net deferred tax assets (liabilities) $ 166,000   $ 189,674  

The Company recognizes deferred income tax assets and liabilities for the expected future tax consequences of NOL carryforwards, credit carryforwards, and temporary differences between financial statement carrying amounts of assets and liabilities and their respective tax bases, using enacted tax rates in effect for the year in which the items are expected to reverse.
F-41

Table of C ontents

The Company had deferred tax assets for tax credits and NOLs, net of unrecognized tax positions, primarily related to:

Jurisdiction: December 31, 2025 Begin to Expire
U.S. Federal NOL $ 4,463   2034
U.S. Federal research and development credits $ 60   2039
U.S. Federal foreign tax credits $ 254   2028
U.S. State NOL $ 1,473   2026
U.S. State research and development credits $ 1,237   2029
U.K. NOL $ 2,814   Indefinite
U.K. research and development credits $ 340   Indefinite
Canadian research and development credit $ 1,274   2030

As of December 31, 2025 and 2024, the Company has a valuation allowance recorded against net deferred tax assets related to NOLs and tax attributes in certain jurisdictions of $ 6,411 and $ 4,474 , respectively. During the year ended December 31, 2025, the Company increased the valuation allowance by $ 1,937 , which was primarily related to taxable losses in various foreign jurisdictions. A valuation allowance is required when it is more likely than not that all or a portion of deferred tax assets will not be realized. The Company assesses the available positive and negative evidence to estimate whether the existing deferred tax assets will be realized.
The Company has provided for any applicable income taxes associated with current year distributions, as well as any earnings that are expected to be distributed in the future, in the calculation of the income tax provision. No additional provision has been made for U.S. and non‑U.S. income taxes on the undistributed earnings of subsidiaries that are expected to be indefinitely reinvested. A liability could arise if the Company’s intention to indefinitely reinvest such earnings were to change and amounts are distributed by such subsidiaries or if such subsidiaries are ultimately disposed. The potential tax implications of unremitted earnings are driven by the facts at the time of the distribution. It is not practicable to estimate the additional income taxes related to indefinitely reinvested earnings or the basis differences related to investments in subsidiaries.
The following is a reconciliation of the changes in gross unrecognized tax benefits:

Year Ended December 31,
2025 2024 2023
Gross unrecognized tax benefits, beginning of year $ —   $ 466   $ 910  
Increases for tax positions of prior years —   —   12  
Decreases for tax positions of prior years —   ( 26 ) ( 9 )
Increases for tax positions related to the current year —   —   —  
Decreases relating to settlements with taxing authorities —   ( 382 ) —  
Reductions as a result of lapse of the statute of limitations —   ( 58 ) ( 447 )
Gross unrecognized tax benefits, end of year $ —   $ —   $ 466  

As of December 31, 2025, 2024, and 2023, the Company had total unrecognized tax benefits including interest and penalties of $ 0 , $ 0 , and $ 557 , respectively, of which $ 0 , $ 0 , and $ 554 , respectively, would impact the Company’s effective tax rate if recognized. Interest expense and penalties related to unrecognized tax benefits included in the (Provision) benefit for income taxes were $ 0 , $ 91 , $ 194 for the years ended December 31, 2025, 2024, and 2023, respectively. The cumulative accrued interest and penalties related to unrecognized tax benefits were $ 0 , $ 0 , and $ 91 as of December 31, 2025, 2024, and 2023, respectively.
F-42

Table of C ontents

The Company is subject to income tax in the U.S. (federal and state) and numerous foreign jurisdictions. Significant judgment is required in evaluating the Company’s tax positions and determining the provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company establishes reserves for tax‑related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when the Company believes that certain positions might be challenged despite its belief that the Company’s tax return positions are fully supportable. The tax benefit recognized is based on the largest amount that is greater than 50 percent likely of being realized upon ultimate settlement. The Company adjusts these reserves in light of changing facts and circumstances, such as the outcome of tax audits. The (Provision) benefit for income taxes in the consolidated statements of operations includes the impact of reserve provisions and changes to reserves that are considered appropriate. The Company records accrued interest and/or penalties, where applicable, related to unrecognized tax benefits as part of the (Provision) benefit for income taxes in the consolidated statements of operations.
The Company is currently under audit in the U.K. for years 2018 through 2023, in Ireland for year 2023, and in Canada for years 2019 through 2024. In addition, the Company is under audit in various other foreign taxing jurisdictions that are not material to the consolidated financial statements. The Company’s U.S. consolidated federal income tax returns for years 2022 through 2025 may be subject to examination by the Internal Revenue Service. The Company also may be subject to examination by other significant jurisdictions, including the Inland Revenue Department for New Zealand Tax purposes for years 2020 through 2025.
In December 2021, the Organization for Economic Co-operation and Development (“OECD”) adopted model rules to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as “Pillar 2”). The OECD has continued to issue administrative guidance and interpretations regarding the Pillar 2 rules. A number of E.U. and G20 member nations, including locations where the Company currently has operations, are at various stages in the process of enacting tax legislation to incorporate aspects of the Pillar 2 rules. For countries that have adopted the model rules, certain aspects of the Pillar 2 rules became effective in 2024 and 2025, while other aspects are expected to become effective in 2026 and beyond. Due to the uncertainty regarding which countries will enact Pillar 2 legislation and in what form the legislation will be adopted, as well as uncertainty regarding the timing of individual country legislative action and the underlying complexity of the rules, the Company is still assessing the impact, if any, of the Pillar 2 legislation. Pillar 2 legislation did not have a material impact on the (Provision) benefit for income taxes in the consolidated statements for the years ended December 31, 2025 or 2024.

Note 17: Fair Value of Financial Instruments
The Company categorizes its assets and liabilities measured at fair value into a three‑level hierarchy, based on the priority of the inputs to the respective valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). An asset or liability’s classification within the fair value hierarchy is based on the lowest level of significant input to its valuation. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.
The fair value hierarchy consists of the following three levels:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.
Level 3 inputs are unobservable inputs based on management’s own assumptions used to measure assets and liabilities at fair value.
F-43

Table of C ontents

The Company’s financial instruments include cash equivalents, account receivables, certain other assets, accounts payable, accruals, certain other current and long‑term liabilities, and long‑term debt.
Current Assets and Current Liabilities — In general, the carrying amounts reported on the consolidated balance sheets for current assets and current liabilities approximate their fair values due to the short‑term nature of those instruments.
The following methods and assumptions were used by the Company in estimating its fair value measurements for Level 2 financial instruments as of December 31, 2025 and 2024:
Interest Rate Swap — The fair value of the Company’s interest rate swap asset or liability is determined using an income approach and is measured based on the implied forward rates for the remaining term of the interest rate swap. The Company considers these valuation inputs to be Level 2 inputs in the fair value hierarchy.
Long-Term Debt — The fair value of the Company’s borrowings under the Credit Facility approximated its carrying value based upon discounted cash flows at current market rates for instruments with similar remaining terms. The Company considers these valuation inputs to be Level 2 inputs in the fair value hierarchy. As of December 31, 2025, the estimated fair value of the 2026 Notes and 2027 Notes was $ 676,542 and $ 543,059 , respectively. As of December 31, 2024, the estimated fair value of the 2026 Notes and 2027 Notes was $ 671,123 and $ 519,271 , respectively. The estimated fair value of the 2026 Notes and 2027 Notes is based on quoted market prices of the Company’s instrument in markets that are not active and are classified as Level 2 within the fair value hierarchy. Considerable judgment is necessary to interpret the market data and develop estimates of fair values. Accordingly, the estimates presented are not necessarily indicative of the amounts at which these instruments could be purchased, sold, or settled.
Deferred Compensation Plan Liabilities — The fair value of deferred compensation plan liabilities, including the liability classified phantom investments in the DCP, are marked to market at the end of each reporting period.
Financial assets and financial liabilities carried at fair value measured on a recurring basis consist of the following:

December 31, 2025 Level 1 Level 2 Total
Assets:
Money market funds (1)
$ 17,838   $ —   $ 17,838  
Interest rate swap (2)
—   21,934   21,934  
Total assets $ 17,838   $ 21,934   $ 39,772  
Liabilities:

Deferred compensation plan liabilities (3)
$ 111,125   $ —   $ 111,125  
Cash-settled equity awards (4)
361   —   361  
Total liabilities $ 111,486   $ —   $ 111,486  

F-44

Table of C ontents

December 31, 2024 Level 1 Level 2 Total
Assets:
Money market funds (1)
$ 5,648   $ —   $ 5,648  
Interest rate swap (2)
—   32,172   32,172  
Total assets $ 5,648   $ 32,172   $ 37,820  
Liabilities:

Deferred compensation plan liabilities (3)
$ 100,482   $ —   $ 100,482  
Cash-settled equity awards (4)
440   —   440  
Total liabilities $ 100,922   $ —   $ 100,922  

(1) Included in Cash and cash equivalents in the consolidated balance sheets.
(2) Included in Other assets in the consolidated balance sheets.
(3) Included in Deferred compensation plan liabilities , except for current liabilities of $ 4,294 and $ 3,798 as of December 31, 2025 and 2024, respectively, which are included in Accruals and other current liabilities in the consolidated balance sheets.
(4) Included in Accruals and other current liabilities in the consolidated balance sheets.

Note 18: Commitments and Contingencies
Purchase Commitments
In the normal course of business, the Company enters into various purchase commitments for goods and services. During the years ended December 31, 2025 and 2024, the Company entered into approximately $ 7,900 and $ 45,500 , respectively, of non‑cancelable future cash purchase commitments for services related to cloud provisioning of the Company’s software and for internal‑use software costs. As of December 31, 2025, total non‑cancelable future cash purchase commitments were approximately $ 53,700 , of which the Company expects approximately $ 17,600 to be paid over the next 12 months and approximately $ 36,100 to be paid through September 2029. The Company expects to fully consume its contractual commitments in the ordinary course of operations.
Litigation
From time to time, the Company is involved in certain legal actions arising in the ordinary course of business. In management’s opinion, based upon the advice of counsel, the outcome of such actions is not expected to have a material adverse effect on the Company’s future financial position, results of operations, or cash flows.
Guarantees
The Company’s software license agreements typically provide for indemnification of customers for intellectual property infringement claims. The Company also warrants to customers, when requested, that its software products operate substantially in accordance with standard specifications for a limited period of time. The Company has not incurred significant obligations under customer indemnification or warranty provisions historically and does not expect to incur significant obligations in the future. Accordingly, the Company does not maintain accruals for potential customer indemnification or warranty‑related obligations.
F-45

Table of C ontents

Note 19: Segment and Geographic Information
The Company operates and manages its business in a single reportable segment, the development and marketing of computer software and related services. The Company defines its CODM to be its Chief Executive Officer, who reviews financial information presented on a consolidated basis. The Company’s reported measures of profit or loss for segment reporting purposes are Net income and AOI less SBC. The CODM is regularly provided Net income and AOI less SBC to understand the Company’s financial and operating results across accounting periods and for comparison of the Company’s results to those of other companies. The CODM regularly reviews AOI less SBC for internal budgeting and forecasting purposes, to evaluate operating performance, and to make decisions on allocation of resources. The CODM does not use segment asset information to evaluate operating performance or allocate resources.
The presentation of Net income is included in the consolidated statements of operations. AOI less SBC is a non‑GAAP financial measure and is defined as operating income adjusted for the following: amortization of purchased intangibles, expense (income) relating to deferred compensation plan liabilities, acquisition expenses (inclusive of cash‑settled retention incentives provided to key employees of acquired companies), and realignment expenses (income), for the respective periods.
Reconciliation of operating income to AOI less SBC:

Year Ended December 31,
2025 2024 2023
Operating income
$ 362,621   $ 302,150   $ 230,542  
Amortization of purchased intangibles (see Note 6)
45,658   46,679   51,219  
Deferred compensation plan
14,409   12,382   13,580  
Acquisition expenses (1)
7,229   10,222   17,866  
Realignment expenses (2)
—   789   11,470  
AOI less SBC
$ 429,917   $ 372,222   $ 324,677  

Further explanation of certain of the Company’s adjustments in arriving at AOI less SBC are as follows:
(1) Acquisition expenses . The Company incurs expenses for professional services rendered in connection with business combinations, which are recorded in General and administrative in the consolidated statements of operations. Also included in the Company’s acquisition expenses are cash‑settled retention incentives provided to key employees of the acquired companies.
(2) Realignment expenses . During the fourth quarter of 2023, the Company approved the 2023 Program. For the years ended December 31, 2024 and 2023, the Company recognized realignment costs related to the aforementioned program of $ 847 and $ 12,579 , respectively, which represent termination benefits for colleagues whose roles were impacted (see Note 21). For the year ended December 31, 2023, realignment expenses were partially offset by income associated with the continued wind down of the Company’s Russian entities following our exit from operations beginning in the second quarter of 2022.
“Headcount‑related” costs are considered the Company’s significant expense category and primarily include salaries, benefits, bonuses, stock‑based compensation expense, employment taxes, travel, training, and realignment and optimization of the Company’s colleagues, and third‑party personnel expenses and related overhead. The CODM is regularly provided headcount‑related costs to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, to evaluate financial performance, and to align colleague resources and evaluate compensation to support the Company’s operational efficiency and maximize long‑term growth. Headcount‑related costs of $ 851,674 , $ 787,248 , and $ 748,772 for the years ended December 31, 2025, 2024, and 2023, respectively, are included in Cost of subscriptions and licenses , Cost of services , Research and development , Selling and marketing , and General and administrative in the consolidated statements of operations .
F-46

Table of C ontents

Under the Company’s Net income measure of profit or loss for segment reporting purposes, other segment items were $ 372,311 , $ 331,414 , and $ 152,854 for the years ended December 31, 2025, 2024, or 2023, respectively. These other segment items primarily include cloud‑related costs incurred for servicing the Company’s accounts using cloud provisioned offerings and the Company’s license administration platform, channel partner compensation for providing sales coverage to users, marketing costs, acquisition costs, depreciation expense, and amortization expense recorded in Cost of subscriptions and licenses , Cost of services , Research and development , Selling and marketing , and General and administrative in the consolidated statements of operations. Additionally, other segment items include Deferred compensation plan expense (income), Amortization of purchased intangibles , and non‑operating expense (income) amounts presented in the consolidated statements of operations.
Under the Company’s AOI less SBC measure of profit or loss for segment reporting purposes, other segment items were $ 226,234 , $ 202,994 , and $ 179,246 for the years ended December 31, 2025, 2024, and 2023, respectively. These other segment items primarily include cloud‑related costs incurred for servicing the Company’s accounts using cloud provisioned offerings and the Company’s license administration platform, channel partner compensation for providing sales coverage to users, marketing costs, and depreciation expense recorded in Cost of subscriptions and licenses , Cost of services , Research and development , Selling and marketing , and General and administrative in the consolidated statements of operations. Within the reconciliation of AOI less SBC, cash‑settled retention incentives provided to key employees of acquired companies included as a component of acquisition expenses and costs associated with the 2023 Program included as a component of realignment expenses totaling $ 6,046 , $ 9,369 , and $ 24,282 for the years ended December 31, 2025, 2024, and 2023, respectively, are excluded from the calculation of headcount‑related costs.
Revenues by geographic region are presented in Note 3. Long‑lived assets (other than goodwill), net of depreciation and amortization by geographic region (see Notes 5, 6, and 8) are as follows:

December 31,
2025 2024
Americas (1)
$ 213,352   $ 230,964  
EMEA 31,684   32,712  
APAC 15,154   16,384  
Total long-lived assets $ 260,190   $ 280,060  

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

Note 20: Other Income (Expense), Net
Other income (expense), net consists of the following:

Year Ended December 31,
2025 2024 2023
(Loss) gain from:

Change in fair value of interest rate swap (see Note 17) $ ( 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 (see Note 7).
F-47

Table of C ontents

Note 21: Realignment Costs
During the fourth quarter of 2023, the Company approved a strategic realignment program to better serve the Company’s accounts and to better align resources with the strategy of the business, including reinvestment in go-to-market functions, as well as in AI in product development. For the years ended December 31, 2024 and 2023, the Company incurred realignment costs related to the aforementioned program of $ 847 and $ 12,579 , respectively, which represent termination benefits for colleagues whose roles were impacted. The 2023 Program activities, including payments of termination benefits, were completed as of December 31, 2024.
Realignment costs (income) by expense classification were as follows:

Year Ended December 31,
2024 2023
Cost of revenues:
Cost of subscriptions and licenses $ 1,227   $ 839  
Cost of services ( 85 ) 1,246  
Total cost of revenues 1,142   2,085  
Operating expenses:
Research and development ( 118 ) 4,995  
Selling and marketing 413   4,012  
General and administrative ( 590 ) 1,487  
Total operating expenses ( 295 ) 10,494  
Total realignment costs $ 847   $ 12,579  

Accruals and other current liabilities in the consolidated balance sheets included amounts related to the realignment activities as follows:

Balance, December 31, 2023 $ 12,459  
Realignment costs 847  
Payments ( 12,768 )
Adjustments (1)
( 538 )
Balance, December 31, 2024 $ —  

(1) Adjustments include foreign currency translation and other adjustments.

Note 22: Net Income Per Share Attributable to Bentley Systems Stockholders
To compute the numerator of basic net income per share attributable to Bentley Systems stockholders , u ndistributed net income attributable to Bentley Systems allocated to participating securities (described further below) using the required two‑class method, is subtracted from net income attributable to Bentley Systems. The denominator of basic net income per share attributable to Bentley Systems stockholders is the weighted average number of shares, inclusive of undistributed shares held in the DCP as phantom shares of the Company’s Class B common stock.
The Company issues certain performance-based RSUs determined to be participating securities because holders of such shares have non-forfeitable dividend rights in the event of the Company’s declaration of a dividend for common shares. As of December 31, 2025, 2024, and 2023, there were 207,829 , 349,306 , and 365,641 participating securities outstanding, respectively.
F-48

Table of C ontents

To compute the numerator of diluted net income per share attributable to Bentley Systems stockholders , interest expense, net of tax, attributable to the assumed conversion of the convertible senior notes using the if‑converted method is added back to basic net income attributable to Bentley Systems . To compute the denominator of diluted net income per share attributable to Bentley Systems stockholders , the basic weighted average number of shares is adjusted for the effect of dilutive securities, including awards under the Company’s equity compensation plans and ESPP using the treasury stock method , and for the dilutive effect of the assumed conversion of the convertible senior notes using the if‑converted method.
Except with respect to voting and conversion, the rights of the holders of the Company’s Class A and Class B common stock are identical. Each class of shares has the same rights to dividends and allocation of income (loss) and, therefore, net income per share attributable to Bentley Systems stockholders would not differ under the two‑class method.
The details of basic and diluted net income per share attributable to Bentley Systems stockholders are as follows :

Year Ended December 31,
2025 2024 2023
Numerator:
Net income attributable to Bentley Systems
$ 277,861   $ 234,787   $ 326,787  
Less: Net income attributable to Bentley Systems allocated to participating securities
( 58 ) ( 84 ) ( 74 )
Basic net income attributable to Bentley Systems stockholders
277,803   234,703   326,713  
Add: Interest expense, net of tax, attributable to assumed conversion of convertible senior notes 6,720   6,880   6,874  
Diluted net income attributable to Bentley Systems stockholders
$ 284,523   $ 241,583   $ 333,587  

Denominator:
Basic weighted average shares 314,690,707   314,886,615   312,358,823  
Dilutive effect of stock options, restricted stock, and RSUs 807,288   1,185,014   2,435,456  
Dilutive effect of ESPP 85,637   68,752   75,568  
Dilutive effect of assumed conversion of convertible senior notes 17,505,581   17,633,786   17,633,786  
Diluted weighted average shares 333,089,213   333,774,167   332,503,633  

Net income per share attributable to Bentley Systems stockholders:

Basic $ 0.88   $ 0.75   $ 1.05  
Diluted $ 0.85   $ 0.72   $ 1.00  

For the year ended December 31, 2025, 139,424 RSUs were excluded from the calculation of diluted net income per share attributable to Bentley Systems stockholders as including them would have an anti‑dilutive effect. There were no anti‑dilutive securities for the years ended December 31, 2024 or 2023.
The Company repaid the 2026 Notes at maturity on January 15, 2026, and no shares of the Company’s Class B common stock were issued upon settlement. Subsequent to repayment, the 2026 Notes no longer represent potential common shares and, as a result, approximately 10  million shares will be excluded from the calculation of diluted weighted average shares.
F-49