8-K – 2026-04-27 – tm2612602d1_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): April 23, 2026

 

 

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 , PA 19341

(Address
of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including
area code: ( 610 ) 458-5000

 

 

Not applicable

(Former
name or former address, if changed since last report.) 

 

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, par value $0.01 per share
 
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 1.01
Entry into a Material Definitive Agreement

 

On April 23, 2026, Bentley Systems, Incorporated
(the “ Company ”) entered into a First Amendment and Incremental Facility Agreement, dated as of April 23, 2026
(the “ First Amendment ”), by and among the Company, the subsidiary loan parties thereto, the lenders party thereto and
PNC Bank, National Association, as administrative agent, which amends that certain Second Amended and Restated Credit Agreement, dated
as of October 18, 2024 (the “ Credit Agreement ”), by and among the Company, the lenders party thereto and PNC Bank,
National Association, as administrative agent.

 

The First Amendment amends the Credit Agreement
to, among other things, provide for a new $550 million senior secured term loan (the “ Term Loan ”), which matures on
October 18, 2029 (subject to a “springing” maturity date on the date that is 91 days prior to the maturity of the Company’s
outstanding convertible debt, unless on such date the Company meets certain liquidity requirements set forth in the Credit Agreement).

 

The Term Loan may be repaid at any time without
payment of any prepayment premiums and bears interest, at the Company’s option, at the Alternate Base Rate or Term SOFR Rate (each
as defined in the Credit Agreement), plus a margin based on the Company’s Net Leverage Ratio (as defined in the Credit Agreement).
The Term Loan is subject to quarterly amortization equal to 1.25% of the initial aggregate principal amount of the Term Loan, on the last
business day of each fiscal quarter of the Company commencing on June 30, 2027.

 

The foregoing summary of the
First Amendment is not intended to be complete and is qualified in its entirety by reference to the First Amendment, a copy of which is
filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

 

Item 2.03        Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth
in Item 1.01 is incorporated herein by reference.

 

 

 

 

Item 9.01        Financial
Statements and Exhibits.

 

(d)    Exhibits.

 

Exhibit No.
 
Description

10.1
 
First Amendment and Incremental Facility Agreement, dated as of April 23, 2026, by and among Bentley Systems, Incorporated, the subsidiary loan parties thereto, the lenders party thereto and PNC Bank, National Association, as administrative agent

 
 
 

104
 
Cover Page Interactive Data File (formatted as inline XBRL)

 

 

 

 

Signatures

 

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

 

 
Bentley Systems, Incorporated

Date: April 27, 2026
 
 

 
By:
/s/ Werner Andre

 
Name:
Werner Andre

 
Title:
Chief Financial Officer