8-K – 2025-10-14 – tm2528459d1_8k.htm

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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