SEC EDGAR · 8-K
8-K – 2025-10-14 – tm2528459d1_8k.htm
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false 0001031308 0001031308 2025-10-14 2025-10-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2025 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 685 Stockton Drive Exton , Pennsylvania 19341 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 610 ) 458-5000 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Class B Common Stock, $0.01 Par Value BSY The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Item 8.01 Other Events. On October 14, 2025, in accordance with the Indenture (the “ Indenture ”) dated as of January 26, 2021, between Bentley Systems, Incorporated (the “ Company ”) and Wilmington Trust, National Association, as Trustee, relating to the Company’s 0.125% Convertible Senior Notes due 2026 (the “ Notes ”), the Company gave notice to the Trustee, the Conversion Agent and the Holders (each as defined in the Indenture) that the Company elected to change the “Default Settlement Method” (as defined in the Indenture) for conversions of Notes to “Physical Settlement” (as defined in the Indenture). As a result, all conversions of Notes occurring on and 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 Indenture. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Bentley Systems, Incorporated Date: October 14, 2025 By: /s/ DAVID R. SHAMAN Name: David R. Shaman Title: Chief Legal Officer and Secretary