Bentley Systems Q3 net income climbs to $89.9M

Subscriptions drove revenue growth, while operating cash flow was lower year over year and the Cohesive divestiture is expected to reduce services revenue through 2027.

Available on EDGAR 11/05/2026 - 04:11 PM EST Accepted by SEC EDGAR 11/05/2026 - 04:10 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Bentley Systems (BSY) reported third-quarter revenue of $421.507 million, up 12.2% from $375.549 million a year earlier, led by subscriptions. Nine-month revenue was $1,256.415 million, up 13.2% from $1,110.197 million. Net income attributable to Bentley Systems was $89.933 million for the quarter versus $57.373 million, and $263.892 million for the nine months versus $219.223 million.

Operating cash flow for the nine months was $374.355 million, compared with $396.876 million a year earlier. On October 29, 2026, Bentley completed its acquisition of seismic interpretation software company Eliis for approximately €133 million in cash, net of cash acquired and subject to customary adjustments, plus 437,545 Class B shares. On October 13, 2026, it completed the Cohesive divestiture, receiving an equity interest and warrants in Naviam and $6.715 million for purchase-price adjustments. Cohesive represented approximately 3.5% of year-to-date total revenue and 50% of services revenue; services revenue and related costs are expected to decline year over year through 2027, with a favorable gross-margin impact.

3 points · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate pointRevenue increased 12.2% in the quarter and 13.2% over nine months year over year.
• Moderate pointQuarterly net income attributable to Bentley Systems was $89.933 million, compared with $57.373 million a year earlier.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Cohesive divestiture: favorable gross-margin impact expected through 2027.

Negative

• Moderate pointNine-month operating cash flow was $374.355 million, compared with $396.876 million a year earlier.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Year-over-year services revenue is expected to decline through 2027 after Cohesive, which represented approximately 50% of year-to-date services revenue, was divested.

Filing Explained

At September 30, 2026, $575,000 thousand of Bentley’s notes remained due in July 2027 unless converted, with $1,259,747 thousand of facility capacity available.

At September 30, 2026, Bentley Systems reported $1,162,246 thousand in debt, including $575,000 thousand of 2027 notes due in July 2027; the notes must be repaid at maturity unless converted.

The credit facility had $1,259,747 thousand available, alongside $550,000 thousand in term-loan and $40,253 thousand in revolving balances; the available amount is borrowing capacity, not cash on hand. Bentley classified the 2027 notes as long-term based on its stated ability and intent to refinance them through available credit-facility capacity.

Through September 30, 2026, Bentley had repurchased 4,064,293 Class B shares for $135,081 thousand under a program authorizing up to $500,000 thousand through December 31, 2028, with $346,558 thousand still available for future repurchases of shares or notes.

Key Figures

Total revenue: $421.507 million Total revenue: $1,256.415 million Net income attributable to Bentley Systems: $89.933 million +4 more

7 metrics

Total revenue $421.507 million Three months ended September 30, 2026; $375.549 million in the same 2025 period

Total revenue $1,256.415 million Nine months ended September 30, 2026; $1,110.197 million in the same 2025 period

Net income attributable to Bentley Systems $89.933 million Three months ended September 30, 2026; $57.373 million in the same 2025 period

Operating cash flow $374.355 million Nine months ended September 30, 2026; $396.876 million in the same 2025 period

Eliis acquisition cash consideration Approximately €133 million Cash consideration, net of cash acquired and subject to customary adjustments

Class B shares in Eliis acquisition consideration 437,545 shares Bentley Class B common stock

Cohesive share of revenue Approximately 3.5% of total revenues; approximately 50% of services revenues Year-to-date basis

Key Terms

Annualized recurring revenues (“ARR”), Recurring revenues dollar-based net retention rate, Remaining Performance Obligations, AOI less Operating SBC, +1 more

5 terms

Annualized recurring revenues (“ARR”) financial

"Annualized recurring revenues (“ARR”) was $1,582,791"

Recurring revenues dollar-based net retention rate financial

"Last twelve-months recurring revenues dollar-based net retention rate was 110%"

Remaining Performance Obligations financial

"Remaining Performance Obligations"

Remaining performance obligations are the work a company still needs to complete for its customers, like finishing a service or delivering a product. It’s important because it shows how much future income the company has coming in from current agreements, giving a clearer picture of its ongoing business.

AOI less Operating SBC financial

"AOI less Operating SBC is a non-GAAP financial measure"

Term SOFR financial

"Term SOFR rate, plus a spread ranging from 100 bps to 200 bps"

Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What was BSY's revenue in the third quarter of 2026?

BSY reported total revenue of $421.507 million for the three months ended September 30, 2026, up 12.2% from $375.549 million a year earlier. Subscription revenue was $386.819 million, compared with $344.293 million in the same 2025 period.

How much net income did BSY report in the third quarter of 2026?

Net income attributable to Bentley Systems was $89.933 million for the three months ended September 30, 2026, compared with $57.373 million a year earlier. Diluted earnings per share were $0.29, versus $0.18 in the same 2025 period.

When is BSY's $550 million term loan due, and what could affect its maturity?

The term loan matures October 18, 2029, subject to an incremental term maturity date 91 days before the maturity of Bentley's outstanding convertible debt unless the company meets certain liquidity requirements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 10-Q

___________________________________

(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended September 30, 2026
OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from              to

Commission File Number: 001-39548

___________________________________

BENTLEY SYSTEMS, INCORPORATED

(Exact name of registrant as specified in its charter)

___________________________________

Delaware						95-3936623
(State or other jurisdiction of incorporation or organization)						(I.R.S. 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

___________________________________

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer ☒			Accelerated filer ☐
Non-accelerated filer ☐			Smaller reporting company ☐
			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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐  No ☒

As of October 29, 2026, the registrant had 11,515,127 shares of Class A and 290,923,096 shares of Class B common stock outstanding.

BENTLEY SYSTEMS, INCORPORATED

FORM 10-Q

TABLE OF CONTENTS

						Page
PART I. FINANCIAL INFORMATION
Item 1. Unaudited Consolidated Financial Statements
Consolidated Balance Sheets						4
Consolidated Statements of Operations						5
Consolidated Statements of Comprehensive Income						6
Consolidated Statements of Equity						7
Consolidated Statements of Cash Flows						9
Notes to Consolidated Financial Statements						11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						32
Item 3. Quantitative and Qualitative Disclosures About Market Risk						46
Item 4. Controls and Procedures						46
PART II. OTHER INFORMATION
Item 1. Legal Proceedings						47
Item 1A. Risk Factors						47
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						47
Item 5. Other Information						48
Item 6. Exhibits						48
SIGNATURE						49

2

Table of Contents

EXPLANATORY NOTE

This Quarterly Report on Form 10‑Q is for the three and nine months ended September 30, 2026. This Quarterly Report on Form 10‑Q modifies and supersedes documents filed before it. The United States (“U.S.”) Securities and Exchange Commission (“SEC”) allows us to “incorporate by reference” information that we file with it, which means that we can disclose important information to you by referring you directly to those documents. Information incorporated by reference is considered to be part of this Quarterly Report on Form 10‑Q. In addition, information that we file with the SEC in the future will automatically update and supersede information contained in this Quarterly Report on Form 10‑Q.

Unless indicated otherwise, throughout this Quarterly Report on Form 10‑Q, we refer to Bentley Systems, Incorporated and its consolidated subsidiaries, as “Bentley Systems,” “Bentley,” the “Company,” “we,” “us,” and “our.”

This Quarterly Report on Form 10‑Q contains trademarks, service marks, brands, or product names owned by us, as well as those owned by others.

Numerical information in this report is presented on a rounded basis using actual amounts. Minor differences in totals and percentage calculations may exist due to rounding.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10‑Q includes forward‑looking statements. All statements contained in this Quarterly Report on Form 10‑Q other than statements of historical facts, including statements regarding our future results of operations and financial condition, our business strategy, and plans and our objectives for future operations, are forward‑looking statements. The words “believe,” “may,” “will,” “could,” “would,” “seeks,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions, as well as statements regarding our focus for the future, are intended to identify forward‑looking statements. We have based these forward‑looking statements largely on our current expectations, projections, and assumptions about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short‑term and long‑term business operations and objectives, and financial needs. These forward‑looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward‑looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this Quarterly Report on Form 10‑Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward‑looking statements. The forward‑looking statements, as well as our Quarterly Report on Form 10‑Q as a whole, are subject to risks and uncertainties.

These statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from those anticipated by the forward‑looking statements. We discuss many of these risks in this Quarterly Report on Form 10‑Q in greater detail in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10‑Q. You should not rely upon forward‑looking statements as predictions of future events.

Although we believe that the expectations reflected in the forward‑looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements, events, or circumstances reflected in the forward‑looking statements will occur. Except as required by law, we undertake no obligation to update any of these forward‑looking statements after the date of this Quarterly Report on Form 10‑Q to conform these statements to actual results or revised expectations.

3

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Unaudited Consolidated Financial Statements

BENTLEY SYSTEMS, INCORPORATED

Consolidated Balance Sheets

(in thousands, except share and per share data)

(unaudited)

						September 30, 2026						December 31, 2025
Assets
Current assets:
Cash and cash equivalents						$	150,874					$	123,278
Accounts receivable						324,129						350,299
Allowance for credit losses						(9,932)						(7,609)
Prepaid income taxes						23,818						19,805
Prepaid and other current assets						68,576						53,260
Assets held for sale						62,052						—
Total current assets						619,517						539,033
Property and equipment, net						45,378						36,031
Operating lease right-of-use assets						37,455						31,141
Intangible assets, net						158,333						193,018
Goodwill						2,441,893						2,482,154
Investments						42,265						27,920
Deferred income taxes						144,218						170,368
Other assets						80,152						75,502
Total assets						$	3,569,211					$	3,555,167
Liabilities and Equity
Current liabilities:
Accounts payable						$	20,606					$	26,952
Accruals and other current liabilities						167,253						173,255
Cloud Services Subscription deposits						480,907						463,312
Deferred revenues						237,886						278,244
Operating lease liabilities						11,485						13,669
Income taxes payable						10,862						4,778
Current portion of long-term debt						13,750						—
Liabilities held for sale						17,073						—
Total current liabilities						959,822						960,210
Long-term debt						1,148,496						1,248,912
Deferred compensation plan liabilities						111,985						106,831
Long-term operating lease liabilities						33,004						22,150
Deferred revenues						19,235						18,410
Deferred income taxes						4,312						4,368
Other liabilities						9,242						4,794
Total liabilities						2,286,096						2,365,675
Commitments and contingencies (Note 18)
Equity:
Preferred stock, $0.01 par value, authorized 100,000,000 shares; none issued or outstanding as of September 30, 2026 and December 31, 2025						—						—
Class A common stock, $0.01 par value, authorized 100,000,000 shares; issued and outstanding 11,515,127 and 11,537,627 shares as of September 30, 2026 and December 31, 2025, respectively						115						115
Class B common stock, $0.01 par value, authorized 1,800,000,000 shares; issued and outstanding 290,341,149 and 290,817,470 shares as of September 30, 2026 and December 31, 2025, respectively						2,903						2,909
Additional paid-in capital						1,376,352						1,301,205
Accumulated other comprehensive loss						(88,175)						(74,558)
Accumulated deficit						(8,128)						(40,258)
Total Bentley Systems stockholders’ equity						1,283,067						1,189,413
Noncontrolling interest						48						79
Total equity						1,283,115						1,189,492
Total liabilities and equity						$	3,569,211					$	3,555,167

See accompanying notes to consolidated financial statements.

4

Table of Contents

BENTLEY SYSTEMS, INCORPORATED

Consolidated Statements of Operations

(in thousands, except share and per share data)

(unaudited)

						Three Months Ended												Nine Months Ended
						September 30,												September 30,
						2026						2025						2026						2025
Revenues:
Subscriptions						$	386,819					$	344,293					$	1,157,938					$	1,020,063
Perpetual licenses						12,631						10,913						31,395						31,898
Subscriptions and licenses						399,450						355,206						1,189,333						1,051,961
Services						22,057						20,343						67,082						58,236
Total revenues						421,507						375,549						1,256,415						1,110,197
Cost of revenues:
Cost of subscriptions and licenses						52,004						53,824						159,129						148,080
Cost of services						19,952						18,371						60,588						58,550
Total cost of revenues						71,956						72,195						219,717						206,630
Gross profit						349,551						303,354						1,036,698						903,567
Operating expense (income):
Research and development						81,469						78,751						246,565						226,586
Selling and marketing						76,591						72,107						232,733						205,039
General and administrative						61,502						53,818						185,227						150,903
Deferred compensation plan						(786)						6,033						9,801						12,371
Amortization of purchased intangibles						8,152						8,148						24,881						24,557
Total operating expenses						226,928						218,857						699,207						619,456
Income from operations						122,623						84,497						337,491						284,111
Interest expense, net						(9,851)						(2,727)						(27,154)						(10,054)
Other income, net						2,763						1,937						18,824						790
Income before income taxes						115,535						83,707						329,161						274,847
Provision for income taxes						(25,500)						(26,256)						(65,264)						(55,620)
Equity in net losses of investees, net of tax						(38)						(162)						(36)						(100)
Net income						89,997						57,289						263,861						219,127
Less: Net income (loss) attributable to noncontrolling interest						64						(84)						(31)						(96)
Net income attributable to Bentley Systems						$	89,933					$	57,373					$	263,892					$	219,223
Net income per share attributable to Bentley Systems stockholders:
Basic						$	0.29					$	0.18					$	0.85					$	0.70
Diluted						$	0.29					$	0.18					$	0.83					$	0.67
Weighted average shares:
Basic						310,474,561						314,626,191						311,671,484						314,826,779
Diluted						317,691,424						333,277,478						319,549,126						333,214,695

See accompanying notes to consolidated financial statements.

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BENTLEY SYSTEMS, INCORPORATED

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

						Three Months Ended												Nine Months Ended
						September 30,												September 30,
						2026						2025						2026						2025
Net income						$	89,997					$	57,289					$	263,861					$	219,127
Other comprehensive (loss) income, net of taxes:
Foreign currency translation adjustments						(1,838)						(8,376)						(12,172)						26,561
Actuarial gain (loss) on retirement plan, net of tax effect of $(11), $(8), $492, and $(24), respectively						56						28						(1,445)						82
Total other comprehensive (loss) income, net of taxes						(1,782)						(8,348)						(13,617)						26,643
Comprehensive income						88,215						48,941						250,244						245,770
Less: Net income (loss) attributable to noncontrolling interest						64						(84)						(31)						(96)
Less: Other comprehensive income (loss) attributable to noncontrolling interest						—						2						—						10
Comprehensive income attributable to Bentley Systems						$	88,151					$	49,023					$	250,275					$	245,856

See accompanying notes to consolidated financial statements.

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BENTLEY SYSTEMS, INCORPORATED

Consolidated Statements of Equity

(in thousands, except share data)

(unaudited)

			Three Months Ended September 30, 2026
																																	Total
																					Accumulated						Accumulated Deficit						Bentley
			Class A and Class B												Additional						Other												Systems						Non-
			Common Stock												Paid-In						Comprehensive												Stockholders'						Controlling						Total
			Shares						Par Value						Capital						Loss												Equity						Interest						Equity
Balance, June 30, 2026			301,777,599						$	3,018					$	1,348,863					$	(86,393)					$	(63,446)					$	1,202,042					$	(16)					$	1,202,026
Net income			—						—						—						—						89,933						89,933						64						89,997
Other comprehensive loss			—						—						—						(1,782)						—						(1,782)						—						(1,782)
Dividends declared			—						—						—						—						(21,130)						(21,130)						—						(21,130)
Shares issued in connection with deferred compensation plan, net			59,821						—						—						—						(1,227)						(1,227)						—						(1,227)
Shares issued in connection with executive bonus plan, net			34,339						—						1,838						—						(804)						1,034						—						1,034
Shares issued in connection with employee stock purchase plan, net			240,233						3						6,256						—						(182)						6,077						—						6,077
Stock-based compensation expense			—						—						19,396						—						—						19,396						—						19,396
Shares related to restricted stock, net			60,835						1						(1)						—						(1,270)						(1,270)						—						(1,270)
Repurchases of Class B common stock under approved program			(316,551)						(4)						—						—						(10,002)						(10,006)						—						(10,006)
Balance, September 30, 2026			301,856,276						$	3,018					$	1,376,352					$	(88,175)					$	(8,128)					$	1,283,067					$	48					$	1,283,115

			Three Months Ended September 30, 2025
																																	Total
																					Accumulated						Accumulated Deficit						Bentley
			Class A and Class B												Additional						Other												Systems						Non-
			Common Stock												Paid-In						Comprehensive												Stockholders'						Controlling						Total
			Shares						Par Value						Capital						Loss												Equity						Interest						Equity
Balance, June 30, 2025			303,438,072						$	3,034					$	1,259,476					$	(69,095)					$	(31,374)					$	1,162,041					$	129					$	1,162,170
Net income (loss)			—						—						—						—						57,373						57,373						(84)						57,289
Other comprehensive (loss) income			—						—						—						(8,350)						—						(8,350)						2						(8,348)
Dividends declared			—						—						—						—						(21,263)						(21,263)						—						(21,263)
Shares issued in connection with deferred compensation plan, net			62,567						—						—						—						(2,393)						(2,393)						—						(2,393)
Shares issued in connection with executive bonus plan, net			17,292						1						1,793						—						(784)						1,010						—						1,010
Shares issued in connection with employee stock purchase plan, net			150,555						2						6,220						—						(370)						5,852						—						5,852
Stock-based compensation expense			—						—						16,095						—						—						16,095						—						16,095
Shares related to restricted stock, net			73,833						—						—						—						(56)						(56)						—						(56)
Repurchases of Class B common stock under approved program			(284,413)						(3)						—						—						(15,003)						(15,006)						—						(15,006)
Balance, September 30, 2025			303,457,906						$	3,034					$	1,283,584					$	(77,445)					$	(13,870)					$	1,195,303					$	47					$	1,195,350

See accompanying notes to consolidated financial statements.

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BENTLEY SYSTEMS, INCORPORATED

Consolidated Statements of Equity

(in thousands, except share data)

(unaudited)

			Nine Months Ended September 30, 2026
																																	Total
																					Accumulated						Accumulated Deficit						Bentley
			Class A and Class B												Additional						Other												Systems						Non-
			Common Stock												Paid-In						Comprehensive												Stockholders'						Controlling						Total
			Shares						Par Value						Capital						Loss												Equity						Interest						Equity
Balance, December 31, 2025			302,355,097						$	3,024					$	1,301,205					$	(74,558)					$	(40,258)					$	1,189,413					$	79					$	1,189,492
Net income (loss)			—						—						—						—						263,892						263,892						(31)						263,861
Other comprehensive loss			—						—						—						(13,617)						—						(13,617)						—						(13,617)
Dividends declared			—						—						—						—						(63,574)						(63,574)						—						(63,574)
Shares issued in connection with deferred compensation plan, net			2,153,308						21						(21)						—						(22,798)						(22,798)						—						(22,798)
Shares issued in connection with executive bonus plan, net			89,922						1						5,291						—						(2,314)						2,978						—						2,978
Shares issued in connection with employee stock purchase plan, net			405,139						4						11,755						—						(360)						11,399						—						11,399
Shares issued for stock grants, net			20,247						—						675						—						—						675						—						675
Stock-based compensation expense			—						—						57,456						—						—						57,456						—						57,456
Shares related to restricted stock, net			896,856						9						(9)						—						(7,676)						(7,676)						—						(7,676)
Repurchases of Class B common stock under approved program			(4,064,293)						(41)						—						—						(135,040)						(135,081)						—						(135,081)
Balance, September 30, 2026			301,856,276						$	3,018					$	1,376,352					$	(88,175)					$	(8,128)					$	1,283,067					$	48					$	1,283,115

			Nine Months Ended September 30, 2025
																																	Total
																					Accumulated						Accumulated Deficit						Bentley
			Class A and Class B												Additional						Other												Systems						Non-
			Common Stock												Paid-In						Comprehensive												Stockholders'						Controlling						Total
			Shares						Par Value						Capital						Loss												Equity						Interest						Equity
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)			—						—						—						—						219,223						219,223						(96)						219,127
Other comprehensive income			—						—						—						26,633						—						26,633						10						26,643
Dividends declared			—						—						—						—						(63,756)						(63,756)						—						(63,756)
Shares issued in connection with deferred compensation plan, net			1,635,396						16						(16)						—						(13,558)						(13,558)						—						(13,558)
Shares issued in connection with executive bonus plan, net			66,837						1						4,917						—						(1,686)						3,232						—						3,232
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			—						—						48,575						—						—						48,575						—						48,575
Shares related to restricted stock, net			942,439						9						(9)						—						(12,599)						(12,599)						—						(12,599)
Repurchases of Class B common stock under approved program			(1,457,454)						(15)						—						—						(65,014)						(65,029)						—						(65,029)
Balance, September 30, 2025			303,457,906						$	3,034					$	1,283,584					$	(77,445)					$	(13,870)					$	1,195,303					$	47					$	1,195,350

See accompanying notes to consolidated financial statements.

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BENTLEY SYSTEMS, INCORPORATED

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

						Nine Months Ended
						September 30,
						2026						2025
Cash flows from operating activities:
Net income						$	263,861					$	219,127
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, and impairment						46,399						50,125
Deferred income taxes						27,244						23,339
Stock-based compensation expense						64,800						55,037
Deferred compensation plan						9,801						12,371
Amortization of deferred debt issuance costs						3,266						5,682
Change in fair value of derivative						(4,752)						9,293
Foreign currency remeasurement (gain) loss						(47)						1,194
Other						(11,381)						(1,154)
Changes in assets and liabilities, net of effect from acquisitions:
Accounts receivable						3,326						40,813
Prepaid and other assets						(7,330)						2,128
Accounts payable, accruals, and other liabilities						(18,241)						(36,984)
Cloud Services Subscription deposits						23,586						42,359
Deferred revenues						(28,109)						(24,369)
Income taxes payable, net of prepaid income taxes						1,932						(2,085)
Net cash provided by operating activities						374,355						396,876
Cash flows from investing activities:
Purchases of property and equipment and investment in capitalized software						(21,260)						(12,836)
Other						(367)						(938)
Net cash used in investing activities						(21,627)						(13,774)
Cash flows from financing activities:
Proceeds from credit facility						1,220,439						258,750
Repayments of credit facility						(1,180,186)						(394,065)
Proceeds from term loan						550,000						—
Repayments of convertible senior notes						(677,830)						(9,797)
Payments of dividends						(63,574)						(63,756)
Proceeds from stock purchases under employee stock purchase plan						11,759						11,534
Payments for shares acquired including shares withheld for taxes						(33,148)						(28,382)
Repurchases of Class B common stock under approved program						(135,081)						(65,029)
Other						(1,394)						(462)
Net cash used in financing activities						(309,015)						(291,207)
Effect of exchange rate changes on cash and cash equivalents						(3,653)						9,507
Increase in cash and cash equivalents, including cash classified within Assets held for sale						40,060						101,402
Cash and cash equivalents, beginning of period						123,278						64,009
Cash and cash equivalents, end of period, including cash classified within Assets held for sale						163,338						165,411
Less: Reclassification of cash to Assets held for sale						12,464						—
Cash and cash equivalents, end of period						$	150,874					$	165,411

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BENTLEY SYSTEMS, INCORPORATED

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

						Nine Months Ended
						September 30,
						2026						2025
Supplemental information:
Cash paid for income taxes (1)						$	37,520					$	36,383
Income tax refunds						$	1,267					$	2,356
Cash paid for interest						$	25,429					$	5,844
Non-cash investing and financing activities:
Share-settled executive bonus plan awards						$	5,292					$	4,918

(1)Cash paid for income taxes includes third‑party withholding taxes.

See accompanying notes to consolidated financial statements.

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BENTLEY SYSTEMS, INCORPORATED

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

(unaudited)

Note 1: Basis of Presentation and Significant Accounting Policies

The accompanying unaudited consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. The unaudited consolidated financial statements and accompanying notes have been prepared in U.S. dollars, and in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the SEC regarding interim financial reporting. Accordingly, they do not include all the information and notes required by GAAP for annual financial statements. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2025 Annual Report on Form 10‑K. In management’s opinion, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal, recurring and non-recurring adjustments) that were considered necessary for the fair statement of the Company’s financial position, results of operations, and cash flows as of the dates and for the periods indicated. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. Actual results could differ materially from those estimates. The December 31, 2025 consolidated balance sheet included herein is derived from the Company’s audited consolidated financial statements.

Reclassifications

Certain reclassifications of prior period amounts have been made to conform to the current period presentation.

Accounting Policies

Software Development Costs — Under its Accelerated Commercial Development Program (“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. Total costs capitalized under the ACDP were $417 and $603 for the three months ended September 30, 2026 and 2025, respectively, and $1,490 and $1,409 for the nine months ended September 30, 2026 and 2025, respectively. Additionally, total ACDP related amortization was $478 and $3,829 for the three months ended September 30, 2026 and 2025, respectively, and $902 and $5,379 for the nine months ended September 30, 2026 and 2025, respectively, and is included in Cost of subscriptions and licenses in the consolidated statements of operations. As of September 30, 2026 and December 31, 2025, $10,673 and $10,270 of ACDP capitalized costs were recorded in Other assets in the consolidated balance sheets, respectively.

Internal-Use Software Implementation Costs — The Company has entered into cloud-based software hosting arrangements related to new internal‑use information technology systems, including a new enterprise‑wide administrative and business management platform, for which it incurs implementation costs.

Capitalized internal-use software implementation costs are included in the consolidated balance sheets as follows:

			September 30, 2026						December 31, 2025
Prepaid and other current assets			$	6,315					$	4,556
Other assets			19,808						21,617
Total internal-use software implementation costs			$	26,123					$	26,173

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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 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. In May 2026, the SEC issued a formal proposal to rescind the final rule in its entirety. The Company will continue to monitor the formal administrative outcomes of the SEC’s rescission proposal and evaluate the potential impact of the final rule, if any, on its consolidated financial statements disclosures.

Recently Adopted Accounting Guidance

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 related to the estimation of expected credit losses for current accounts receivables and current contract assets arising from transactions accounted for under Revenue from Contracts with Customers (Topic 606). The Company adopted ASU 2025‑05 during the three months ended March 31, 2026 and elected the practical expedient, which permits the assumption that current conditions as of the balance sheet date do not change for the remaining life of the asset. The adoption of ASU 2025‑05 did not have a material impact on the Company’s consolidated financial statements.

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Note 3: Revenue from Contracts with Customers

Disaggregation of Revenues

The Company’s revenues consist of the following:

			Three Months Ended												Nine Months Ended
			September 30,												September 30,
			2026						2025						2026						2025
Subscriptions:
Enterprise subscriptions (1)			$	183,244					$	157,543					$	524,846					$	459,680
SELECT subscriptions			67,512						67,246						200,815						196,690
Term license subscriptions			136,063						119,504						432,277						363,693
Subscriptions			386,819						344,293						1,157,938						1,020,063
Perpetual licenses			12,631						10,913						31,395						31,898
Subscriptions and licenses			399,450						355,206						1,189,333						1,051,961
Services:
Recurring			3,371						3,547						10,287						11,170
Other			18,686						16,796						56,795						47,066
Services			22,057						20,343						67,082						58,236
Total revenues			$	421,507					$	375,549					$	1,256,415					$	1,110,197

(1)Enterprise subscriptions are primarily revenues attributable to Enterprise 365 (“E365”) subscriptions of $182,252 and $156,759 for the three months ended September 30, 2026 and 2025, respectively, and $520,121 and $453,829 for the nine months ended September 30, 2026 and 2025, 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 three months ended September 30, 2026 and 2025, the Company recognized $217,360 and $191,109 of license related revenues, respectively, of which $204,729 and $180,196, 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. For the nine months ended September 30, 2026 and 2025, the Company recognized $663,160 and $576,488 of license related revenues, respectively, of which $631,765 and $544,590, 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:

			Three Months Ended												Nine Months Ended
			September 30,												September 30,
			2026						2025						2026						2025
Americas (1)			$	218,096					$	196,345					$	663,097					$	589,379
Europe, the Middle East, and Africa (“EMEA”)			121,789						107,887						370,812						320,306
Asia-Pacific (“APAC”)			81,622						71,317						222,506						200,512
Total revenues			$	421,507					$	375,549					$	1,256,415					$	1,110,197

(1)Americas includes the U.S., Canada, and Latin America (including the Caribbean). Revenue attributable to the U.S. totaled $173,873 and $154,148 for the three months ended September 30, 2026 and 2025, respectively, and $513,802 and $462,535 for the nine months ended September 30, 2026 and 2025, respectively.

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The Company derived 8% and 6% of its total revenues through channel partners for the three months ended September 30, 2026 and 2025, respectively, and 6% of its total revenues through channel partners for the nine months ended September 30, 2026 and 2025.

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 September 30, 2026 and December 31, 2025, unbilled accounts receivable were $198,609 and $182,315, respectively.

Contract Balances

As of September 30, 2026 and December 31, 2025, 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 September 30, 2026 or December 31, 2025.

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 nine months ended September 30, 2026, $236,469 of revenues that were included in the December 31, 2025 deferred revenues balance were recognized and $7,338 of deferred revenues were reclassified to Liabilities held for sale in the consolidated balance sheets. There were additional deferrals of $208,859 for the nine months ended September 30, 2026, which were primarily related to new billings. For the nine months ended September 30, 2025, $223,141 of revenues that were included in the December 31, 2024 deferred revenues balance were recognized. There were additional deferrals of $197,856 for the nine months ended September 30, 2025, which were primarily related to new billings.

As of September 30, 2026 and December 31, 2025, the Company deferred $19,603 and $19,822, respectively, related to portfolio balancing exchange rights which is included in Deferred revenues in the consolidated balance sheets.

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 September 30, 2026, amounts allocated to these remaining performance obligations are $257,121, of which the Company expects to recognize approximately 93% over the next 12 months with the remaining amount thereafter.

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Note 4: Acquisitions and Divestitures

Acquisitions

The Company did not complete any acquisitions during the nine months ended September 30, 2026 or 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 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
Cash paid at closing									$	101,475
Assets acquired and liabilities assumed:
Cash									$	8,223
Accounts receivable and other current assets									3,596
Operating lease right-of-use assets									309
Deferred income taxes									29
Other assets									864
Software and technology (weighted average useful life of 3 years)									5,901
Customer relationships (weighted average useful life of 5 years)									14,600
Trademarks (weighted average useful life of 5 years)									2,800
Total identifiable assets acquired excluding goodwill									36,322
Accruals and other current liabilities									(2,945)
Deferred revenues									(406)
Operating lease liabilities									(309)
Deferred income taxes									(419)
Total liabilities assumed									(4,079)
Net identifiable assets acquired excluding goodwill									32,243
Goodwill									69,232
Net assets acquired									$	101,475

The Company is in the process of finalizing the purchase accounting for an acquisition completed during the year ended December 31, 2025. The initial accounting for this business combination 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 tax assets and liabilities, and residual goodwill.

On October 29, 2026, the Company completed the acquisition of Eliis, a seismic interpretation software company. The acquisition is expected to complement the Company’s Seequent subsurface portfolio. The consideration consisted of approximately €133,000 in cash, net of cash acquired and subject to customary adjustments, including for working capital, plus 437,545 shares of the Company’s Class B common stock. The Company is currently evaluating the accounting for the acquisition and its impact on the consolidated financial statements.

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Divestitures

On October 13, 2026, the Company completed the divestiture of Cohesive—a business that provides IBM Maximo‑related implementation and consulting services and operated separately from the Company’s infrastructure engineering software offerings—by contributing it to Naviam, a leading IBM Maximo partner. In exchange, the Company received an equity interest in Naviam and warrants to acquire additional equity interests therein. The agreement also included customary price adjustments for Cohesive’s working capital, indebtedness, and cash on hand. At closing, the Company received net cash of $6,715 related to the purchase price adjustments.

As of September 30, 2026, the assets and liabilities of the Cohesive business were classified as held for sale in the consolidated balance sheets. Assets held for sale consisted of cash of $12,464, accounts receivable, net, of $20,038, goodwill of $24,862, and other assets of $4,688. Liabilities held for sale consisted of deferred revenues of $7,338 and other liabilities of $9,735. The disposal did not represent a strategic shift that had or would have a major effect on the Company’s operations or financial results, and therefore was not presented as discontinued operations. The fair value less costs to sell exceeded the carrying value of the assets and liabilities of the Cohesive business as of September 30, 2026. For the three and nine months ended September 30, 2026, Other income, net in the consolidated statements of operations included $5,430 of transaction costs related to the divestiture of Cohesive (see Note 20).

Note 5: Property and Equipment

Property and equipment, net consist of the following:

			September 30, 2026						December 31, 2025
Land			$	1,341					$	1,341
Building and improvements			45,198						34,429
Computer equipment and software			69,736						62,274
Furniture, fixtures, and equipment			11,666						12,653
Aircraft			2,038						2,038
Other			70						65
Property and equipment, at cost			130,049						112,800
Less: Accumulated depreciation			(84,671)						(76,769)
Total property and equipment, net			$	45,378					$	36,031

Depreciation expense was $3,813 and $3,871 for the three months ended September 30, 2026 and 2025, respectively, and $11,709 and $10,669 for the nine months ended September 30, 2026 and 2025, respectively.

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Note 6: Goodwill and Other Intangible Assets

Goodwill

The changes in the carrying amount of goodwill are as follows:

Balance, December 31, 2025			$	2,482,154
Reclassification to Assets held for sale (see Note 4)			(24,862)
Foreign currency translation adjustments			(14,943)
Other adjustments			(456)
Balance, September 30, 2026			$	2,441,893

Other Intangible Assets

Details of intangible assets other than goodwill are as follows:

			Remaining Weighted Average Useful Life as of September 30, 2026						September 30, 2026																		December 31, 2025
									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						$	87,336					$	(77,758)					$	9,578					$	88,183					$	(70,058)					$	18,125
Customer relationships			4.8 years						298,280						(176,055)						122,225						332,959						(189,838)						143,121
Trademarks			5.2 years						72,935						(46,405)						26,530						77,764						(45,992)						31,772
Total intangible assets									$	458,551					$	(300,218)					$	158,333					$	498,906					$	(305,888)					$	193,018

The aggregate amortization expense for purchased intangible assets with finite lives is included in the consolidated statements of operations as follows:

			Three Months Ended												Nine Months Ended
			September 30,												September 30,
			2026						2025						2026						2025
Cost of subscriptions and licenses			$	1,637					$	3,191					$	8,519					$	9,631
Amortization of purchased intangibles			8,152						8,148						24,881						24,557
Total amortization expense			$	9,789					$	11,339					$	33,400					$	34,188

Note 7: Investments

Investments consist of the following:

			September 30, 2026						December 31, 2025
Non-marketable equity investments			$	39,569					$	25,298
Equity method investments			2,696						2,622
Total investments			$	42,265					$	27,920

During the nine months ended September 30, 2026, we recorded a step-up in fair value of two of the Company’s investees and, as a result, recognized remeasurement gains of $13,958, which were recorded in Other income, net in the consolidated statements of operations (see Note 20).

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Note 8: Leases

The Company’s operating leases consist of office facilities, office equipment, and automobiles. As of September 30, 2026, the Company’s leases have remaining terms of less than one year to 11 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 components of operating lease cost is included in the consolidated statements of operations as follows:

			Three Months Ended												Nine Months Ended
			September 30,												September 30,
			2026						2025						2026						2025
Operating lease cost (1)			$	3,200					$	3,653					$	11,297					$	11,230
Variable lease cost			1,115						1,207						3,491						3,384
Total operating lease cost			$	4,315					$	4,860					$	14,788					$	14,614

(1)Operating lease cost includes rent cost related to operating leases for office facilities of $2,994 and $3,422 for the three months ended September 30, 2026 and 2025, respectively, and $10,640 and $10,500 for the nine months ended September 30, 2026 and 2025, respectively.

Supplemental operating cash flows and other information related to leases was as follows:

			Nine Months Ended
			September 30,
			2026						2025
Cash paid for operating leases included in operating cash flows			$	12,251					$	12,153
Right-of-use assets obtained in exchange for new operating lease liabilities			$	23,271					$	6,232

The weighted average remaining lease term for operating leases was 5.9 years and 3.8 years as of September 30, 2026 and December 31, 2025, respectively. The weighted average discount rate was 5.9% and 5.4% as of September 30, 2026 and December 31, 2025, respectively.

Note 9: Accruals and Other Current Liabilities

Accruals and other current liabilities consist of the following:

			September 30, 2026						December 31, 2025
Accrued benefits			$	45,071					$	45,120
Accrued compensation			42,432						45,776
Other accrued and current liabilities			79,750						82,359
Total accruals and other current liabilities			$	167,253					$	173,255

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Note 10: Long-Term Debt

Long‑term debt consists of the following:

			September 30, 2026						December 31, 2025
Credit Facility:
Revolving loan facility due October 2029			$	40,253					$	—
Term loan due October 2029			550,000						—
Convertible senior notes due January 2026 (the “2026 Notes”)			—						677,830
Convertible senior notes due July 2027 (the “2027 Notes”)			575,000						575,000
Unamortized debt issuance costs			(3,007)						(3,918)
Total debt			1,162,246						1,248,912
Less: Current portion of long-term debt			(13,750)						—
Total long-term debt			$	1,148,496					$	1,248,912

The Company had $0 and $150 of letters of credit outstanding as of September 30, 2026 and December 31, 2025, respectively, under its second amended and restated credit agreement, entered into on October 18, 2024 with a syndicate of banks (the “Credit Facility”). As of September 30, 2026 and December 31, 2025, the Company had $1,259,747 and $1,299,850, respectively, available under the Credit Facility.

On April 23, 2026, the Company entered into a First Amendment and Incremental Facility Agreement to the Credit Facility with a syndicate of banks (the “First Amendment”), which provided for a new $550,000 senior secured term loan (the “Term Loan”). The maturity date of the Term Loan is October 18, 2029, subject to a “incremental term 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 Term Loan are permitted at any time without payment of any prepayment premiums. 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. Debt issuance costs related to the Term Loan were not material. The Company used the Term Loan borrowings to repay portions of the revolving indebtedness outstanding under the Credit Facility.

The Term Loan borrowings under the Credit Facility, bear interest, at the Company’s option, at the Alternative Base Rate or Term Secured Overnight Financing Rate (“SOFR”) that reset every one, three, or six months. Under the Term SOFR elections, Term Loan borrowings bear an interest rate of the applicable Term SOFR rate, plus a spread ranging from 100 bps to 200 bps as determined by the Company’s net leverage ratio. Under the non‑Term SOFR elections, Term 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 0 bps to 100 bps as determined by the Company’s net leverage ratio.

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. The capped call options entered into in connection with the pricing of the 2026 Notes expired on January 15, 2026.

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, net in the consolidated statements of operations for the nine months ended September 30, 2025. The 2026 Notes were repurchased under the BSY Stock Repurchase Program (the “Repurchase Program”) authorization (see Note 13).

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As of September 30, 2026 and December 31, 2025, the Company was in compliance with all debt covenants. Furthermore, none of the conditions to early convert had been met for the 2027 Notes as of September 30, 2026 and December 31, 2025. Unless converted, upon maturity in July 2027, the Company will be required to repay the outstanding principal amount on the 2027 Notes, which, as of September 30, 2026, was $575,000. As of September 30, 2026, the 2027 Notes were classified as long‑term in the consolidated balance sheets as the Company currently has the ability and intent to refinance them on a long‑term basis through available capacity under the Credit Facility.

Interest Expense, Net

Interest expense, net consists of the following:

			Three Months Ended												Nine Months Ended
			September 30,												September 30,
			2026						2025						2026						2025
Contractual interest expense			$	(9,592)					$	(1,629)					$	(25,569)					$	(6,004)
Amortization of deferred debt issuance costs			(1,077)						(1,894)						(3,266)						(5,682)
Other interest expense			(52)						(49)						(135)						(150)
Interest income			870						845						1,816						1,782
Total interest expense, net			$	(9,851)					$	(2,727)					$	(27,154)					$	(10,054)

The weighted average interest rate on borrowings under the Credit Facility were 5.11% and 6.19% for the three months ended September 30, 2026 and 2025, respectively, and 5.13% and 6.19% for the nine months ended September 30, 2026 and 2025, respectively.

Note 11: Executive Incentive Plans

Executive Bonus Plan

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 the amended and restated Bentley Systems, Incorporated Bonus Pool Plan (the “Bonus Plan”) (net of all applicable holdbacks) was $2,875 and $2,289 for the three months ended September 30, 2026 and 2025, respectively, and $8,015 and $7,117 for the nine months ended September 30, 2026 and 2025, respectively.

Career Stock Program

The Company maintains 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 Bentley Systems, Incorporated 2020 Omnibus Incentive Plan (the “2020 Plan”). During the three months ended March 31, 2026, the Company granted 111,136 RSUs with a fair value of $4,422 under the Career Stock Program based on the achievement of the performance goals for the year ended December 31, 2025. 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 September 30, 2026, there was $4,677 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.

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Note 12: Retirement Plans

Deferred Compensation Plan

Under the Company’s amended and restated Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan (the “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 September 30, 2026, shares of Class B common stock available for future issuance under the DCP were 5,195,121.

For the three and nine months ended September 30, 2026 and 2025, there were no DCP elective participant deferrals and no discretionary contributions made to the DCP. As of September 30, 2026 and December 31, 2025, phantom shares of the Company’s Class B common stock issuable by the DCP were 8,072,592 and 10,805,223, 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 (income) expense was $(786) and $6,033 for the three months ended September 30, 2026 and 2025, respectively, and $9,801 and $12,371 for the nine months ended September 30, 2026 and 2025, respectively.

The total liabilities related to the DCP are included in the consolidated balance sheets as follows:

			September 30, 2026						December 31, 2025
Accruals and other current liabilities			$	4,652					$	4,294
Deferred compensation plan liabilities			111,985						106,831
Total DCP liabilities			$	116,637					$	111,125

Note 13: Common Stock

BSY Stock Repurchase Program

The Company’s Board of Directors approved 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 through December 31, 2028. As of September 30, 2026, $346,558 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.

During the nine months ended September 30, 2026, the Company repurchased 4,064,293 shares for $135,081 under the Repurchase Program. During the nine months ended September 30, 2025, the Company repurchased 1,457,454 shares for $65,029, and $10,000 aggregate principal amount of the Company’s outstanding 2026 Notes for $9,797 (see Note 10) under the Repurchase Program.

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Common Stock Conversions, Issuances, Sales, and Repurchases

During the nine months ended September 30, 2026, 22,500 shares of Class A common stock were converted to Class B common stock.

During the nine months ended September 30, 2026, the Company issued 2,153,308 shares of Class B common stock to DCP participants in connection with distributions from the plan, net of 633,204 shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $22,798. During the nine months ended September 30, 2025, the Company issued 1,635,396 shares of Class B common stock to DCP participants in connection with distributions from the plan, net of 317,259 shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $13,558.

During the nine months ended September 30, 2026, the Company issued 89,922 shares of Class B common stock in connection with Bonus Plan incentive compensation, net of 69,912 shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $2,314. During the nine months ended September 30, 2025, the Company issued 66,837 shares of Class B common stock in connection with the Bonus Plan incentive compensation, net of 34,224 shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $1,686.

Dividends

The Company declared cash dividends during the periods presented as follows:

			Dividend
			Per Share						Amount
2026:
Third quarter			$	0.07					$	21,130
Second quarter			$	0.07					$	21,219
First quarter			$	0.07					$	21,225
2025:
Third quarter			$	0.07					$	21,263
Second quarter			$	0.07					$	21,295
First quarter			$	0.07					$	21,198

Global Employee Stock Purchase Plan

During the nine months ended September 30, 2026, colleagues who elected to participate in the Bentley Systems, Incorporated Global Employee Stock Purchase Plan (the “ESPP”) purchased a total of 405,139 shares of Class B common stock, net of shares withheld, resulting in cash proceeds to the Company of $11,759. Of the total 415,907 shares purchased, 10,768 shares were sold back to the Company to pay for applicable income tax withholdings of $360. During the nine months ended September 30, 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. As of September 30, 2026 and December 31, 2025, $2,976 and $6,173 of ESPP withholdings via colleague payroll deduction were recorded in Accruals and other current liabilities in the consolidated balance sheets, respectively. As of September 30, 2026, shares of Class B common stock available for future issuance under the ESPP were 23,332,554.

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Note 14: Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss consists of the following during the three months ended September 30, 2026 and 2025:

			Foreign						Actuarial
			Currency						(Loss) Gain on
			Translation						Retirement Plan						Total
Balance, June 30, 2026			$	(84,887)					$	(1,506)					$	(86,393)
Other comprehensive (loss) income, before taxes			(1,838)						67						(1,771)
Tax expense			—						(11)						(11)
Other comprehensive (loss) income, net of taxes			(1,838)						56						(1,782)
Less: Other comprehensive income (loss) attributable to noncontrolling interest			—						—						—
Balance, September 30, 2026			$	(86,725)					$	(1,450)					$	(88,175)

			Foreign						Actuarial
			Currency						(Loss) Gain on
			Translation						Retirement Plan						Total
Balance, June 30, 2025			$	(68,971)					$	(124)					$	(69,095)
Other comprehensive (loss) income, before taxes			(8,376)						36						(8,340)
Tax expense			—						(8)						(8)
Other comprehensive (loss) income, net of taxes			(8,376)						28						(8,348)
Less: Other comprehensive income (loss) attributable to noncontrolling interest			2						—						2
Balance, September 30, 2025			$	(77,349)					$	(96)					$	(77,445)

Accumulated other comprehensive loss consists of the following during the nine months ended September 30, 2026 and 2025:

			Foreign						Actuarial
			Currency						(Loss) Gain on
			Translation						Retirement Plan						Total
Balance, December 31, 2025			$	(74,553)					$	(5)					$	(74,558)
Other comprehensive loss, before taxes			(12,172)						(1,937)						(14,109)
Tax benefit			—						492						492
Other comprehensive loss, net of taxes			(12,172)						(1,445)						(13,617)
Less: Other comprehensive income (loss) attributable to noncontrolling interest			—						—						—
Balance, September 30, 2026			$	(86,725)					$	(1,450)					$	(88,175)

			Foreign						Actuarial
			Currency						(Loss) Gain on
			Translation						Retirement Plan						Total
Balance, December 31, 2024			$	(103,900)					$	(178)					$	(104,078)
Other comprehensive income, before taxes			26,561						106						26,667
Tax expense			—						(24)						(24)
Other comprehensive income, net of taxes			26,561						82						26,643
Less: Other comprehensive income (loss) attributable to noncontrolling interest			10						—						10
Balance, September 30, 2025			$	(77,349)					$	(96)					$	(77,445)

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Note 15: Stock-Based Compensation

Total stock‑based compensation expense consists of the following:

			Three Months Ended												Nine Months Ended
			September 30,												September 30,
			2026						2025						2026						2025
RSUs expense			$	19,039					$	15,614					$	55,838					$	47,056
Bonus Plan expense (see Note 11)			2,152						1,754						5,964						5,406
ESPP expense (see Note 13)			669						674						2,323						1,975
Stock grants expense			—						—						675						600
Total stock-based compensation expense (1)			$	21,860					$	18,042					$	64,800					$	55,037

(1)As of September 30, 2026 and December 31, 2025, $2,412 and $1,814 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:

			Three Months Ended												Nine Months Ended
			September 30,												September 30,
			2026						2025						2026						2025
Cost of subscriptions and licenses			$	897					$	984					$	3,012					$	3,034
Cost of services			440						563						1,644						1,871
Research and development			6,497						5,601						19,594						16,654
Selling and marketing			4,540						4,014						13,552						11,977
General and administrative			9,486						6,880						26,998						21,501
Total stock-based compensation expense			$	21,860					$	18,042					$	64,800					$	55,037

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.

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 September 30, 2026, equity awards available for future grants under the 2020 Plan were 16,351,515.

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 established by the Sustainability Committee of the Company’s Board of Directors. Performance targets are generally set for performance periods of one year to three years, which are subject to certain cliff vesting performance targets.

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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, 2025			3,408,609						3,163,771						244,838						$	43.96					$	42.10
Granted			2,589,083						2,016,685						572,398						$	35.85					$	39.47
Vested			(1,103,913)						(892,992)						(210,921)						$	42.71					$	40.21
Forfeited and canceled			(311,336)						(257,904)						(53,432)						$	41.29					$	39.55
Unvested, September 30, 2026			4,582,443						4,029,560			(1)			552,883						$	40.35					$	40.34

(1)Includes 51,683 RSUs which are expected to be settled in cash.

The weighted average grant date fair values of RSUs granted were $36.65 and $40.78 for the nine months ended September 30, 2026 and 2025, respectively.

During the nine months ended September 30, 2026 and 2025, RSUs were issued net of 206,388 and 277,595 shares, respectively, which were sold back to the Company to settle applicable income tax withholdings of $7,676 and $12,599, respectively.

As of September 30, 2026, there was $114,538 of unrecognized compensation expense related to unvested time‑based RSUs, which is expected to be recognized over a weighted average period of approximately 1.9 years. As of September 30, 2026, there was $12,460 of unrecognized compensation expense related to unvested performance‑based RSUs, which is expected to be recognized over a weighted average period of approximately 1.4 years.

Stock Grants

During the nine months ended September 30, 2026 and 2025, the Company granted 20,247 and 12,591 fully vested shares of Class B common stock, respectively, with a fair value of $675 and $600, respectively.

Note 16: Income Taxes

The following is a summary of income before income taxes, provision for income taxes, and effective tax rate for the periods presented:

			Three Months Ended												Nine Months Ended
			September 30,												September 30,
			2026						2025						2026						2025
Income before income taxes			$	115,535					$	83,707					$	329,161					$	274,847
Provision for income taxes			$	25,500					$	26,256					$	65,264					$	55,620
Effective tax rate			22.1		%				31.4		%				19.8		%				20.2		%

For the three and nine months ended September 30, 2026, the effective tax rate was lower compared to the same period in the prior year primarily due to the impact of the increase in discrete tax benefits in the current year periods. For the three months ended September 30, 2026 and 2025, the Company recorded discrete tax benefits (expenses) of $1,672 and $(6,455), respectively, and $11,561, and $6,732 for the nine months ended September 30, 2026 and 2025, respectively, related to stock‑based compensation, net of the impact from officer compensation limitation provisions. For the three months ended September 30, 2025, discrete tax expenses were primarily associated with the limitation of discrete stock‑based compensation deductions on U.S. international tax provisions.

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Note 17: Fair Value of Financial Instruments

A financial asset or liability classification is determined based on the lowest level input that is significant to the fair value measurement. 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.

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.

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 September 30, 2026 and December 31, 2025, the estimated fair value of the 2027 Notes was $556,888 and $543,059, respectively. The estimated fair value of the 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:

September 30, 2026			Level 1						Level 2												Total
Assets:
Money market funds (1)			$	48,555					$	—											$	48,555
Interest rate swap (2)			—						26,686												26,686
Total assets			$	48,555					$	26,686											$	75,241
Liabilities:
Deferred compensation plan liabilities (3)			$	116,637					$	—											$	116,637
Cash-settled equity awards (4)			393						—												393
Total liabilities			$	117,030					$	—											$	117,030

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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

(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 $4,652 and $4,294 as of September 30, 2026 and December 31, 2025, 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 nine months ended September 30, 2026, the Company entered into approximately $204,000 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 September 30, 2026, total non‑cancelable future cash purchase commitments were approximately $218,000 to be paid through 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.

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 chief operating decision maker (“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 Adjusted operating income less operating stock‑based compensation expense (“AOI less Operating SBC”). The CODM is regularly provided Net income and AOI less Operating 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 Operating 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 Operating 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‑ and equity‑settled retention incentives provided to key employees of acquired companies), integration costs, and realignment expenses (income), for the respective periods.

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The Company uses AOI less Operating SBC as its primary performance measure because management believes it better reflects the Company’s core operating results by excluding items that are not indicative of the ordinary operation of its business, including costs arising directly from acquisition activity and the costs of discrete realignment initiatives. Consistent with that objective, the Company refined the measure during 2026: beginning in the first quarter of 2026, the Company expanded its acquisition expenses adjustment to include cash- and equity‑settled retention incentives provided to key employees of acquired companies, and renamed the measure from “AOI less SBC” to “AOI less Operating SBC”; and beginning in the second quarter of 2026, applying the same principle, the Company began adjusting for integration costs incurred to integrate acquired businesses into its operations. The Company continues to adjust for discrete realignment initiatives, and does not adjust for severance or organizational and workforce changes undertaken in the ordinary course of managing its business, which remain reflected in AOI less Operating SBC. Prior period amounts have been revised to conform to the current definition; no integration costs were incurred in periods prior to the second quarter of 2026.

Reconciliation of operating income to AOI less Operating SBC:

			Three Months Ended												Nine Months Ended
			September 30,												September 30,
			2026						2025						2026						2025
Operating income			$	122,623					$	84,497					$	337,491					$	284,111
Amortization of purchased intangibles (see Note 6)			9,789						11,339						33,400						34,188
Deferred compensation plan			(786)						6,033						9,801						12,371
Acquisition expenses (1)			3,830						3,720						9,923						9,996
Integration costs (2)			—						—						1,800						—
Realignment expenses (income) (3)			—						—						—						—
AOI less Operating SBC			$	135,456					$	105,589					$	392,415					$	340,666

Further explanation of certain of the Company’s adjustments in arriving at AOI less Operating 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 expenses in the Company’s GAAP consolidated statements of operations. Also included in the Company’s acquisition expenses are cash- and equity‑settled retention incentives provided to key employees of the acquired companies.

(2)Integration costs. Integration costs are incremental costs incurred to integrate and consolidate acquired businesses with the Company’s existing operations, including where it combines an acquired business with an existing business and consolidate overlapping teams, products, and systems. These costs consist primarily of employee severance and related personnel costs arising from such consolidation, and also include contract termination costs and costs to combine or migrate systems, platforms, and processes, and, to a lesser extent, charges to exit or consolidate facilities or other assets, in each case incurred as a direct result of an acquisition. The Company excludes these costs when evaluating its continuing operational performance because they result from acquisition activity rather than the ordinary course of business. Integration costs do not include costs of discrete realignment initiatives that are not undertaken in connection with an acquisition, which are reported as realignment expenses (income). Integration costs may recur to the extent the Company completes and integrates additional acquisitions.

(3)Realignment expenses (income). Realignment expenses (income) consist of the costs of discrete, significant realignment initiatives that the Company formally approves and that have a defined scope of actions and completion timeline—such as a broad reorganization or workforce-reduction program—including employee severance and related personnel costs and associated facility or asset costs. Such initiatives arise from time to time, and the related costs may recur in future periods. The Company excludes these amounts when evaluating its continuing operational performance because such initiatives are distinct from the ordinary course of business. The Company does not adjust for severance or organizational and workforce changes undertaken in the ordinary course of managing its business, which remain reflected in the measure.

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“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. Certain of these amounts—cash- and equity‑settled retention incentives provided to key employees of acquired companies, integration costs, and the costs of discrete realignment initiatives—are excluded in deriving AOI less Operating SBC, as described in the reconciliation above. 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 $229,934 and $215,892 for the three months ended September 30, 2026 and 2025, respectively, and $695,021 and $624,582 for the nine months ended September 30, 2026 and 2025, 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.

Under the Company’s Net income measure of profit or loss for segment reporting purposes, other segment items were $101,576 and $102,368 for the three months ended September 30, 2026 and 2025, respectively, and $297,533 and $266,488 for the nine months ended September 30, 2026 and 2025, 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 Operating SBC measure of profit or loss for segment reporting purposes, other segment items were $59,713 and $57,433 for the three months ended September 30, 2026 and 2025, respectively, and $180,410 and $154,558 for the nine months ended September 30, 2026 and 2025, 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 Operating SBC, cash- and equity‑settled retention incentives provided to key employees of acquired companies included as a component of acquisition expenses totaling $3,596 and $3,365 for the three months ended September 30, 2026 and 2025, respectively, and $9,631 and $9,609 for the nine months ended September 30, 2026 and 2025, respectively, are excluded from the calculation of headcount‑related costs. Additionally, within the reconciliation of AOI less Operating SBC, integration costs of $1,800 for the nine months ended September 30, 2026 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:

			September 30, 2026						December 31, 2025
Americas (1)			$	184,121					$	213,352
EMEA			30,218						31,684
APAC			26,827						15,154
Total long-lived assets			$	241,166					$	260,190

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

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Note 20: Other Income, Net

Other income, net consists of the following:

			Three Months Ended												Nine Months Ended
			September 30,												September 30,
			2026						2025						2026						2025
Gain (loss) from:
Change in fair value of interest rate swap (see Note 17)			$	3,918					$	(1,582)					$	4,752					$	(9,293)
Foreign exchange (1)			2,702						833						981						3,777
Receipts related to interest rate swap			1,559						1,908						4,610						5,646
Other (expense) income, net (2)			(5,416)						778						8,481						660
Total other income, net			$	2,763					$	1,937					$	18,824					$	790

(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 (expense) income, net for the nine months ended September 30, 2026 includes remeasurement gains on non‑marketable equity investments of $13,958 (see Note 7), partially offset by $5,430 of transaction costs related to the divestiture of Cohesive (see Note 4).

Note 21: Net Income Per Share Attributable to Bentley Systems Stockholders

To compute the numerator of basic net income per share attributable to Bentley Systems stockholders, undistributed 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 may issue performance-based RSUs that meet the definition of participating securities, as the holders are entitled to non-forfeitable dividend rights upon the declaration of dividends on the Company’s common stock. As of September 30, 2026, no participating securities were outstanding and as of September 30, 2025, 206,013 participating securities were outstanding.

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.

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The details of basic and diluted net income per share attributable to Bentley Systems stockholders are as follows:

						Three Months Ended												Nine Months Ended
						September 30,												September 30,
						2026						2025						2026						2025
Numerator:
Net income attributable to Bentley Systems						$	89,933					$	57,373					$	263,892					$	219,223
Less: Net income attributable to Bentley Systems allocated to participating securities						—						(14)						—						(43)
Basic net income attributable to Bentley Systems stockholders						89,933						57,359						263,892						219,180
Add: Interest expense, net of tax, attributable to assumed conversion of convertible senior notes						874						1,721						2,756						5,005
Diluted net income attributable to Bentley Systems stockholders						$	90,807					$	59,080					$	266,648					$	224,185
Denominator:
Basic weighted average shares						310,474,561						314,626,191						311,671,484						314,826,779
Dilutive effect of RSUs						288,811						1,162,029						290,783						813,284
Dilutive effect of ESPP						19,255						11,397						90,892						59,811
Dilutive effect of assumed conversion of convertible senior notes						6,908,797						17,477,861						7,495,967						17,514,821
Diluted weighted average shares						317,691,424						333,277,478						319,549,126						333,214,695
Net income per share attributable to Bentley Systems stockholders:
Basic						$	0.29					$	0.18					$	0.85					$	0.70
Diluted						$	0.29					$	0.18					$	0.83					$	0.67

RSUs of 828,833 for the three months ended September 30, 2026, and 1,698,313 and 185,090 for the nine months ended September 30, 2026 and 2025, respectively, were excluded from the calculation of diluted net income per share attributable to Bentley Systems stockholders because their effect would have been anti‑dilutive. There were no anti-dilutive securities for the three months ended September 30, 2025.

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. Following the repayment, the 2026 Notes no longer represent potential common shares and were excluded from the dilutive effect of assumed conversion for periods after that date.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our unaudited consolidated financial statements and notes thereto appearing in Part I, Item 1 of this Quarterly Report on Form 10‑Q and with our audited consolidated financial statements and notes thereto included in our 2025 Annual Report on Form 10‑K.

All amounts presented in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, except share and per share amounts, are presented in thousands. Additionally, many of the amounts and percentages have been rounded for convenience of presentation. Minor differences in totals and percentage calculations may exist due to rounding.

Overview:

Bentley Systems is the infrastructure engineering software company. Our purpose is to advance the world’s infrastructure for better quality of life. Our mission is to reshape how infrastructure systems and critical resources are delivered and optimized. We manage our business globally within one reportable segment, the development and marketing of computer software and related services, which is consistent with how our CODM reviews and manages our business.

Executive Summary:

•Total revenues were $421,507 for the three months ended September 30, 2026, up 12.2% or 12.7% on a constant currency basis(1) compared to the three months ended September 30, 2025. Total revenues were $1,256,415 for the nine months ended September 30, 2026, up 13.2% or 12.3% on a constant currency basis(1) compared to the nine months ended September 30, 2025;

•Subscriptions revenues were $386,819 for the three months ended September 30, 2026, up 12.4% or 12.9% on a constant currency basis(1) compared to the three months ended September 30, 2025. Subscriptions revenues were $1,157,938 for the nine months ended September 30, 2026, up 13.5% or 12.7% on a constant currency basis(1) compared to the nine months ended September 30, 2025;

•Annualized recurring revenues (“ARR”)(2) was $1,582,791 as of September 30, 2026, compared to $1,405,236 as of September 30, 2025. Constant currency(1) ARR growth rate(2) was 13%;

•Last twelve-months recurring revenues dollar-based net retention rate(2) was 110% as of September 30, 2026, compared to 109% as of September 30, 2025;

•Operating income was $122,623 for the three months ended September 30, 2026, compared to $84,497 for the three months ended September 30, 2025. Operating income was $337,491 for the nine months ended September 30, 2026, compared to $284,111 for the nine months ended September 30, 2025;

•AOI less Operating SBC(1) was $135,456 for the three months ended September 30, 2026, compared to $105,589 for the three months ended September 30, 2025. AOI less Operating SBC(1) was $392,415 for the nine months ended September 30, 2026, compared to $340,666 for the nine months ended September 30, 2025; and

•Cash flows from operating activities were $374,355 for the nine months ended September 30, 2026, compared to $396,876 for the nine months ended September 30, 2025.

(1)Constant currency and AOI less Operating SBC are non‑GAAP financial measures. Refer to the “Non‑GAAP Financial Measures” section for additional information, including our definitions and our uses of constant currency and AOI less Operating SBC.

(2)Refer to the “Key Business Metrics” section for additional information, including our definitions and our uses of ARR, ARR growth rate, and recurring revenues dollar-based net retention rate.

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Results of Operations:

Our results of operations have been, and in the future will be, affected by changes in foreign currency exchange rates. Other than the natural hedge attributable to matching revenues and expenses in the same currencies, we do not currently hedge foreign currency exposure.

We identify the effects of foreign currency on our operations and present constant currency growth rates and fluctuations because we believe exchange rates are an important factor in understanding period‑over‑period comparisons and enhance the understanding of our results and evaluation of our performance. Refer to the “Non‑GAAP Financial Measures” section for additional information, including our definition and our use of constant currency.

On October 13, 2026, we completed the divestiture of Cohesive—a business that provides IBM Maximo‑related implementation and consulting services and operated separately from our infrastructure engineering software offerings—by contributing it to Naviam, a leading IBM Maximo partner. On a year‑to‑date basis, Cohesive represented approximately 3.5% of our total revenues and approximately 50% of our services revenues. Because our prior period results include Cohesive and our results following October 13, 2026 will not, we expect year‑over‑year services revenues and cost of services expenses to decline through 2027, with a favorable impact on gross margin. See Note 4 to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10‑Q.

Revenues

Consolidated Revenues

															Change																								Change
			Three Months Ended																		Constant						Nine Months Ended																		Constant
			September 30,																		Currency						September 30,																		Currency
			2026						2025						%						%(1)						2026						2025						%						%(1)
Subscriptions			$	386,819					$	344,293					12.4		%				12.9		%				$	1,157,938					$	1,020,063					13.5		%				12.7		%
Perpetual licenses			12,631						10,913						15.7		%				16.1		%				31,395						31,898						(1.6		%)				(2.5		%)
Subscriptions and licenses			399,450						355,206						12.5		%				13.0		%				1,189,333						1,051,961						13.1		%				12.2		%
Services			22,057						20,343						8.4		%				8.8		%				67,082						58,236						15.2		%				13.8		%
Total revenues			$	421,507					$	375,549					12.2		%				12.7		%				$	1,256,415					$	1,110,197					13.2		%				12.3		%

(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.

The increase in total revenues for the three and nine months ended September 30, 2026 was primarily driven by an increase in subscriptions revenues, and to a lesser extent, an increase in services revenues. Additionally, for the three months ended September 30, 2026, total revenues further increased due to an increase in perpetual licenses revenues. Our business performance includes the impact from programmatic acquisitions, which generally are immaterial, individually and in the aggregate.

Subscriptions. For the three and nine months ended September 30, 2026, subscriptions revenues increased $42,526 ($44,066 on a constant currency basis) and $137,875 ($129,182 on a constant currency basis), respectively, primarily driven by expansion from accounts with revenues in the same period in the prior year (“existing accounts”), and growth of 3% attributable to new accounts, most notably small- and medium-sized accounts. Increases in subscriptions revenues for the three and nine months ended September 30, 2026 were led by Bentley Open Applications and Seequent applications, and to a lesser extent, Bentley Infrastructure Cloud.

Perpetual licenses. For the three months ended September 30, 2026, perpetual licenses revenues increased $1,718 ($1,751 on a constant currency basis). For the nine months ended September 30, 2026, perpetual licenses revenues decreased $503 ($805 on a constant currency basis).

Services. For the three and nine months ended September 30, 2026, services revenues increased $1,714 ($1,792 on a constant currency basis) and $8,846 ($8,059 on a constant currency basis), respectively, primarily due to strength in Maximo‑related work within Cohesive.

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Revenues by Geographic Region

Revenue from external customers is attributed to individual countries based upon the location of the customer.

															Change																								Change
			Three Months Ended																		Constant						Nine Months Ended																		Constant
			September 30,																		Currency						September 30,																		Currency
			2026						2025						%						%(1)						2026						2025						%						%(1)
Americas			$	218,096					$	196,345					11.1		%				11.1		%				$	663,097					$	589,379					12.5		%				12.1		%
EMEA			121,789						107,887						12.9		%				14.1		%				370,812						320,306						15.8		%				13.7		%
APAC			81,622						71,317						14.4		%				15.3		%				222,506						200,512						11.0		%				10.6		%
Total revenues			$	421,507					$	375,549					12.2		%				12.7		%				$	1,256,415					$	1,110,197					13.2		%				12.3		%

(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.

Americas. For the three and nine months ended September 30, 2026, revenues from the Americas increased $21,751 ($21,744 on a constant currency basis) and $73,718 ($71,481 on a constant currency basis), respectively, primarily due to expansion of our subscriptions revenues from existing accounts in the U.S. and Canada, as well as increases in our subscription revenues from new accounts.

EMEA. For the three and nine months ended September 30, 2026, revenues from EMEA increased $13,902 ($15,103 on a constant currency basis) and $50,506 ($43,830 on a constant currency basis), respectively, primarily due to expansion of our subscriptions revenues from existing accounts in the United Kingdom, the Middle East, and Africa, and to a lesser extent, increases in our subscriptions revenues from new accounts as well as an increase in services revenues.

APAC. For the three months ended September 30, 2026, revenues from APAC increased $10,305 ($10,762 on a constant currency basis) primarily due to expansion of our subscriptions revenues from existing accounts in Australia and India, and to a lesser extent, increases in our subscriptions revenues from new accounts as well as an increase in perpetual licenses revenues, partially offset by a decline in services revenues.

For the nine months ended September 30, 2026, revenues from APAC increased $21,994 ($21,125 on a constant currency basis) primarily due to expansion of our subscriptions revenues from existing accounts in India and Australia, as well as increases in our subscriptions revenues from new accounts, partially offset by a decline in services revenues.

Cost of Revenues and Operating Expense (Income)

Cost of Revenues

															Change																								Change
			Three Months Ended																		Constant						Nine Months Ended																		Constant
			September 30,																		Currency						September 30,																		Currency
			2026						2025						%						%(1)						2026						2025						%						%(1)
Cost of subscriptions and licenses			$	52,004					$	53,824					(3.4		%)				(3.4		%)				$	159,129					$	148,080					7.5		%				6.3		%
Cost of services			19,952						18,371						8.6		%				8.8		%				60,588						58,550						3.5		%				1.4		%
Total cost of revenues			$	71,956					$	72,195					(0.3		%)				(0.3		%)				$	219,717					$	206,630					6.3		%				4.9		%

(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. For the three months ended September 30, 2026, on a constant currency basis, cost of subscriptions and licenses expenses decreased primarily due to lower amortization of capitalized costs under our ACDP of $2,959, partially offset by an increase in cloud-related costs of $2,307.

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For the nine months ended September 30, 2026, on a constant currency basis, cost of subscriptions and licenses expenses increased primarily due to an increase in cloud-related costs of $12,196, partially offset by lower amortization of capitalized costs under our ACDP of $4,090.

Cost of services. For the three and nine months ended September 30, 2026, on a constant currency basis, cost of services expenses increased primarily due to higher headcount‑related costs of $1,789 and $1,174, respectively, mainly due to an increase in third‑party personnel costs, partially offset by decreases in headcount, and annual and other compensation costs.

Operating Expense (Income)

															Change																								Change
			Three Months Ended																		Constant						Nine Months Ended																		Constant
			September 30,																		Currency						September 30,																		Currency
			2026						2025						%						%(1)						2026						2025						%						%(1)
Research and development			$	81,469					$	78,751					3.5		%				4.2		%				$	246,565					$	226,586					8.8		%				7.6		%
Selling and marketing			76,591						72,107						6.2		%				6.0		%				232,733						205,039						13.5		%				11.5		%
General and administrative			61,502						53,818						14.3		%				14.6		%				185,227						150,903						22.7		%				21.7		%
Deferred compensation plan			(786)						6,033						NM						NM						9,801						12,371						(20.8		%)				(20.8		%)
Amortization of purchased intangibles			8,152						8,148						0.0		%				0.2		%				24,881						24,557						1.3		%				1.1		%
Total operating expenses			$	226,928					$	218,857					3.7		%				4.0		%				$	699,207					$	619,456					12.9		%				11.5		%

Percentage changes that are considered not meaningful are denoted with NM.

(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.

Research and development. For the three and nine months ended September 30, 2026, on a constant currency basis, research and development expenses increased primarily due to higher headcount‑related costs of $3,650 and $15,383, respectively, mainly due to increases in annual and other compensation costs. The increase in research and development expenses was partially offset by higher research and development tax credits and incentives compared to the same periods in the prior year and one‑time executive relocation costs recognized during the third quarter of 2025, which did not occur in the current-year periods.

Selling and marketing. For the three and nine months ended September 30, 2026, on a constant currency basis, selling and marketing expenses increased primarily due to higher headcount‑related costs of $4,013 and $17,378, respectively, mainly due to increases in headcount, and annual and other compensation costs, partially offset by a reduction in third‑party personnel costs. Headcount‑related costs for the three and nine months ended September 30, 2026 reflected the impact of equity award forfeitures following executive transitions during the third quarter of 2026. Additionally, for the nine months ended September 30, 2026, selling and marketing expenses increased due to higher promotional costs of $4,220.

General and administrative. For the three and nine months ended September 30, 2026, on a constant currency basis, general and administrative expenses increased primarily due to higher headcount‑related costs of $6,353 and $22,880, respectively. This increase reflected annual compensation increases, higher bonuses, stock‑based compensation expense, and associated employment taxes, as well as strategic headcount expansion across our corporate functions, to support our growth and position the Company for future operating leverage. The increase in general and administrative expenses was partially offset by $2,356 of transaction costs related to the divestiture of Cohesive that were reclassified from general and administrative expenses to other income, net. The comparison also reflects a prior-year period in which general and administrative expenses for the nine months ended September 30, 2025 had decreased on a constant currency basis when compared to the same period in 2024.

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Additionally, general and administrative expenses increased in connection with our new enterprise-wide administrative and business management platform, which went live during the second quarter of 2026. This increase reflected higher software subscription costs, as well as certain non‑recurring costs, including incremental audit and internal-control implementation costs and higher travel costs associated with system testing and go-live activities. General and administrative expenses were also affected by lower capitalization of internal-use software implementation costs as compared to the prior-year period, during which a greater portion of these costs was deferred. We expect the higher software subscription costs and reduced capitalization associated with the platforms to continue to affect general and administrative expenses.

In addition, for the three and nine months ended September 30, 2026, we recognized approximately $1,407 and $1,557, respectively, of non‑recurring third‑party costs associated with other corporate initiatives, which did not occur in the prior-year period.

Deferred compensation plan. For the three and nine months ended September 30, 2026 and 2025, deferred compensation plan (income) expense was attributable to the marked to market impact on deferred compensation plan liability balances period over period.

Amortization of purchased intangibles. For the three and nine months ended September 30, 2026, amortization of purchased intangibles was flat compared to the same periods in the prior year.

Interest Expense, Net

			Three Months Ended																		Nine Months Ended
			September 30,																		September 30,
			2026						2025						Change						2026						2025						Change
Interest expense			$	(10,721)					$	(3,572)					200.1		%				$	(28,970)					$	(11,836)					144.8		%
Interest income			870						845						3.0		%				1,816						1,782						1.9		%
Interest expense, net			$	(9,851)					$	(2,727)					261.2		%				$	(27,154)					$	(10,054)					170.1		%

For the three and nine months ended September 30, 2026, interest expense, net increased compared to the same period in the prior year, primarily due to higher weighted average interest rates on borrowings following the January 2026 repayment of the 2026 Notes, which had a 0.125% coupon rate.

Other Income, Net

			Three Months Ended												Nine Months Ended
			September 30,												September 30,
			2026						2025						2026						2025
Gain (loss) from:
Change in fair value of interest rate swap			$	3,918					$	(1,582)					$	4,752					$	(9,293)
Foreign exchange (1)			2,702						833						981						3,777
Receipts related to interest rate swap			1,559						1,908						4,610						5,646
Other (expense) income, net (2)			(5,416)						778						8,481						660
Total other income, net			$	2,763					$	1,937					$	18,824					$	790

(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 (expense) income, net for the nine months ended September 30, 2026 includes remeasurement gains on non‑marketable equity investments of $13,958, partially offset by $5,430 of transaction costs related to the divestiture of Cohesive.

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Provision for Income Taxes

			Three Months Ended												Nine Months Ended
			September 30,												September 30,
			2026						2025						2026						2025
Income before income taxes			$	115,535					$	83,707					$	329,161					$	274,847
Provision for income taxes			$	25,500					$	26,256					$	65,264					$	55,620
Effective tax rate			22.1		%				31.4		%				19.8		%				20.2		%

For the three and nine months ended September 30, 2026, the effective tax rate was lower compared to the same period in the prior year primarily due to the impact of the increase in discrete tax benefits in the current year periods. For the three months ended September 30, 2026 and 2025, we recorded discrete tax benefits (expenses) of $1,672 and $(6,455), respectively, and $11,561, and $6,732 for the nine months ended September 30, 2026 and 2025, respectively, related to stock‑based compensation, net of the impact from officer compensation limitation provisions. For the three months ended September 30, 2025, discrete tax expenses were primarily associated with the limitation of discrete stock‑based compensation deductions on U.S. international tax provisions.

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.

			September 30,
			2026						2025
ARR			$	1,582,791					$	1,405,236
Last twelve-months recurring revenues			$	1,528,342					$	1,350,224
Twelve-months ended constant currency (1):
ARR growth rate			13		%				10.5		%
Account retention rate			99		%				99		%
Recurring revenues dollar-based net retention rate			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‑months recurring revenues dollar‑based net retention rate, is a leading indicator of revenue growth.

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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.

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% as of September 30, 2026 and 2025, with our E365 subscription offering representing 46% and 45% of total ARR as of September 30, 2026 and 2025, 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‑months 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 trailing twelve‑month period.

The last twelve‑months recurring revenues for the periods ended September 30, 2026 compared to the last twelve‑months of the comparative twelve‑month period increased by $178,118. 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 September 30, 2026 and 2025, 93% and 92%, 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.

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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% and 92% of our total revenues for the twelve months ended September 30, 2026 and 2025, respectively, this metric helps explain our revenue performance as primarily growth from existing accounts.

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.

We use AOI less Operating SBC as our primary performance measure because we believe it better reflects our core operating results by excluding items that are not indicative of the ordinary operation of our business, including costs arising directly from our acquisition activity and the costs of discrete realignment initiatives. Consistent with that objective, we refined the measure during 2026: beginning in the first quarter of 2026, we expanded our acquisition expenses adjustment to include cash- and equity‑settled retention incentives provided to key employees of acquired companies, and renamed the measure from “AOI less SBC” to “AOI less Operating SBC”; and beginning in the second quarter of 2026, applying the same principle, we began adjusting for integration costs incurred to integrate acquired businesses into our operations. We continue to adjust for discrete realignment initiatives, and we do not adjust for severance or organizational and workforce changes undertaken in the ordinary course of managing our business, which remain reflected in AOI less Operating SBC. Prior period amounts have been revised to conform to the current definition; no integration costs were incurred in periods prior to the second quarter of 2026.

Adjusted Operating Income Less Operating Stock-Based Compensation Expense (“AOI less Operating SBC”)

AOI less Operating 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 Operating 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‑ and equity‑settled retention incentives provided to key employees of acquired companies), integration costs, and realignment expenses (income), for the respective periods.

AOI less Operating SBC is our primary performance measure, which excludes certain expenses and charges, including cash‑ and equity‑settled retention incentives provided to key employees of acquired companies, as we believe these may not be indicative of our core business operating results. We intentionally include operating stock‑based compensation expense (non‑cash stock‑based compensation expense less equity‑settled retention incentives provided to key employees of acquired companies) in this measure as we believe it better captures the economic costs of our business.

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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‑ and equity‑settled retention incentives provided to key employees of acquired companies), integration costs, realignment expenses (income), and operating stock‑based compensation expense (non‑cash stock‑based compensation expense less equity‑settled retention incentives provided to key employees of acquired companies), for the respective periods.

Reconciliation of operating income to AOI less Operating SBC and to Adjusted operating income:

			Three Months Ended												Nine Months Ended
			September 30,												September 30,
			2026						2025						2026						2025
Operating income			$	122,623					$	84,497					$	337,491					$	284,111
Amortization of purchased intangibles (1)			9,789						11,339						33,400						34,188
Deferred compensation plan (2)			(786)						6,033						9,801						12,371
Acquisition expenses (3)			3,830						3,720						9,923						9,996
Integration costs (4)			—						—						1,800						—
Realignment expenses (income) (5)			—						—						—						—
AOI less Operating SBC			135,456						105,589						392,415						340,666
Operating stock-based compensation expense (6)			19,581						16,310						59,349						49,300
Adjusted operating income			$	155,037					$	121,899					$	451,764					$	389,966

Further explanation of certain of our adjustments in arriving at AOI less Operating 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 recorded in general and administrative expenses in our GAAP consolidated statements of operations. Also included in our acquisition expenses are cash‑ and equity‑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.

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(4)Integration costs. Integration costs are incremental costs incurred to integrate and consolidate acquired businesses with our existing operations, including where we combine an acquired business with an existing business and consolidate overlapping teams, products, and systems. These costs consist primarily of employee severance and related personnel costs arising from such consolidation, and also include contract termination costs and costs to combine or migrate systems, platforms, and processes, and, to a lesser extent, charges to exit or consolidate facilities or other assets, in each case incurred as a direct result of an acquisition. We exclude these costs when evaluating our continuing operational performance because they result from acquisition activity rather than the ordinary course of business. Integration costs do not include costs of discrete realignment initiatives that are not undertaken in connection with an acquisition, which are reported as realignment expenses (income). Integration costs may recur to the extent we complete and integrate additional acquisitions.

(5)Realignment expenses (income). Realignment expenses (income) consist of the costs of discrete, significant realignment initiatives that we formally approve and that have a defined scope of actions and completion timeline—such as a broad reorganization or workforce-reduction program—including employee severance and related personnel costs and associated facility or asset costs. Such initiatives arise from time to time, and the related costs may recur in future periods. We exclude these amounts when evaluating our continuing operational performance because such initiatives are distinct from the ordinary course of business. We do not adjust for severance or organizational and workforce changes undertaken in the ordinary course of managing our business, which remain reflected in the measure.

(6)Operating stock‑based compensation expense. We define “operating” stock‑based compensation expense as non‑cash stock‑based compensation expense less equity‑settled retention incentives provided to key employees of acquired 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.

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:

			Three Months Ended September 30, 2026																		Three Months Ended September 30, 2025
			Actual						Impact of Foreign Exchange at 2025 Rates						Constant Currency						Actual						Impact of Foreign Exchange at 2025 Rates						Constant Currency
Subscriptions			$	386,819					$	17					$	386,836					$	344,293					$	(1,522)					$	342,771
Perpetual licenses			12,631						24						12,655						10,913						(9)						10,904
Subscriptions and licenses			399,450						41						399,491						355,206						(1,531)						353,675
Services			22,057						64						22,121						20,343						(15)						20,328
Total revenues			$	421,507					$	105					$	421,612					$	375,549					$	(1,546)					$	374,003

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			Nine Months Ended September 30, 2026																		Nine Months Ended September 30, 2025
			Actual						Impact of Foreign Exchange at 2025 Rates						Constant Currency						Actual						Impact of Foreign Exchange at 2025 Rates						Constant Currency
Subscriptions			$	1,157,938					$	(9,974)					$	1,147,964					$	1,020,063					$	(1,280)					$	1,018,783
Perpetual licenses			31,395						(295)						31,100						31,898						7						31,905
Subscriptions and licenses			1,189,333						(10,269)						1,179,064						1,051,961						(1,273)						1,050,688
Services			67,082						(809)						66,273						58,236						(23)						58,213
Total revenues			$	1,256,415					$	(11,078)					$	1,245,337					$	1,110,197					$	(1,296)					$	1,108,901

Reconciliation of revenues by geographic region to revenues by geographic region in constant currency:

			Three Months Ended September 30, 2026																		Three Months Ended September 30, 2025
			Actual						Impact of Foreign Exchange at 2025 Rates						Constant Currency						Actual						Impact of Foreign Exchange at 2025 Rates						Constant Currency
Americas			$	218,096					$	(205)					$	217,891					$	196,345					$	(200)					$	196,145
EMEA			121,789						633						122,422						107,887						(567)						107,320
APAC			81,622						(323)						81,299						71,317						(779)						70,538
Total revenues			$	421,507					$	105					$	421,612					$	375,549					$	(1,546)					$	374,003

			Nine Months Ended September 30, 2026																		Nine Months Ended September 30, 2025
			Actual						Impact of Foreign Exchange at 2025 Rates						Constant Currency						Actual						Impact of Foreign Exchange at 2025 Rates						Constant Currency
Americas			$	663,097					$	(2,395)					$	660,702					$	589,379					$	(160)					$	589,219
EMEA			370,812						(6,935)						363,877						320,306						(258)						320,048
APAC			222,506						(1,748)						220,758						200,512						(878)						199,634
Total revenues			$	1,256,415					$	(11,078)					$	1,245,337					$	1,110,197					$	(1,296)					$	1,108,901

Reconciliation of cost of revenues to cost of revenues in constant currency:

			Three Months Ended September 30, 2026																		Three Months Ended September 30, 2025
			Actual						Impact of Foreign Exchange at 2025 Rates						Constant Currency						Actual						Impact of Foreign Exchange at 2025 Rates						Constant Currency
Cost of subscriptions and licenses			$	52,004					$	(37)					$	51,967					$	53,824					$	(35)					$	53,789
Cost of services			19,952						35						19,987						18,371						(4)						18,367
Total cost of revenues			$	71,956					$	(2)					$	71,954					$	72,195					$	(39)					$	72,156

			Nine Months Ended September 30, 2026																		Nine Months Ended September 30, 2025
			Actual						Impact of Foreign Exchange at 2025 Rates						Constant Currency						Actual						Impact of Foreign Exchange at 2025 Rates						Constant Currency
Cost of subscriptions and licenses			$	159,129					$	(1,594)					$	157,535					$	148,080					$	145					$	148,225
Cost of services			60,588						(1,173)						59,415						58,550						41						58,591
Total cost of revenues			$	219,717					$	(2,767)					$	216,950					$	206,630					$	186					$	206,816

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Reconciliation of operating expense (income) to operating expense (income) in constant currency:

			Three Months Ended September 30, 2026																		Three Months Ended September 30, 2025
			Actual						Impact of Foreign Exchange at 2025 Rates						Constant Currency						Actual						Impact of Foreign Exchange at 2025 Rates						Constant Currency
Research and development			$	81,469					$	566					$	82,035					$	78,751					$	(22)					$	78,729
Selling and marketing			76,591						(172)						76,419						72,107						(22)						72,085
General and administrative			61,502						189						61,691						53,818						(2)						53,816
Deferred compensation plan			(786)						—						(786)						6,033						—						6,033
Amortization of purchased intangibles			8,152						12						8,164						8,148						—						8,148
Total operating expenses			$	226,928					$	595					$	227,523					$	218,857					$	(46)					$	218,811

			Nine Months Ended September 30, 2026																		Nine Months Ended September 30, 2025
			Actual						Impact of Foreign Exchange at 2025 Rates						Constant Currency						Actual						Impact of Foreign Exchange at 2025 Rates						Constant Currency
Research and development			$	246,565					$	(2,412)					$	244,153					$	226,586					$	378					$	226,964
Selling and marketing			232,733						(3,743)						228,990						205,039						378						205,417
General and administrative			185,227						(1,380)						183,847						150,903						155						151,058
Deferred compensation plan			9,801						—						9,801						12,371						—						12,371
Amortization of purchased intangibles			24,881						(55)						24,826						24,557						—						24,557
Total operating expenses			$	699,207					$	(7,590)					$	691,617					$	619,456					$	911					$	620,367

Liquidity and Capital Resources:

Cash and Cash Equivalents

			September 30, 2026						December 31, 2025
Cash and cash equivalents held domestically			$	6,018					$	39,093
Cash and cash equivalents held by foreign subsidiaries			144,856						84,185
Total cash and cash equivalents			$	150,874					$	123,278

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. On October 29, 2026, we completed the acquisition of Eliis for approximately €133,000 in cash, net of cash acquired and subject to customary adjustments, including for working capital, plus 437,545 shares of the Company’s Class B common stock.

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,

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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, 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

			Nine Months Ended September 30,
			2026						2025
Net cash provided by (used in):
Operating activities			$	374,355					$	396,876
Investing activities			$	(21,627)					$	(13,774)
Financing activities			$	(309,015)					$	(291,207)

Operating Activities

For the nine months ended September 30, 2026, compared to the same period in the prior year, net cash provided by operating activities was lower by $22,521 due to a decrease in net cash flows from the change in operating assets and liabilities of $46,698 and a net decrease in non‑cash adjustments of $20,557, partially offset by an increase in net income of $44,734. The decrease in net cash flows from the change in operating assets and liabilities period over period was primarily due to timing of collections on our receivables and lower period over period Cloud Services Subscription deposits, partially offset by higher period over period accruals and other current liabilities.

Investing Activities

Net cash used in investing activities was higher by $7,853 for the nine months ended September 30, 2026, compared to the same period in the prior year, due to higher purchases of property and equipment and investment in capitalized software.

Financing Activities

Net cash used in financing activities was higher by $17,808 for the nine months ended September 30, 2026 compared to the same period in the prior year. Net borrowings under the Credit Facility increased $725,568 for the nine months ended September 30, 2026 compared to the same period in the prior year due to proceeds from our new $550,000 Term Loan and higher net revolving borrowings. During the first quarter of 2026, we utilized revolving borrowings and available cash on hand to repay the $677,830 outstanding principal balance of the 2026 Notes upon maturity in January 2026. Subsequently, during the second quarter of 2026, proceeds from the Term Loan were used to repay a portion of those revolving borrowings. Further, payments for shares acquired, including shares repurchased under the Repurchase Program, were higher by $74,818 for the nine months ended September 30, 2026 compared to the same period in the prior year. Additionally, under the Repurchase Program, we paid $9,797 in cash to repurchase $10,000 aggregate principal amount of outstanding 2026 Notes during the first quarter of 2025.

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Long-Term Debt

			September 30, 2026						December 31, 2025
Current portion of long-term debt			$	13,750					$	—
Long-term debt			1,148,496						1,248,912
Total debt			$	1,162,246					$	1,248,912

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. Subsequently, on April 23, 2026, we entered into a First Amendment to our Credit Facility, which provided for a new $550,000 Term Loan and used those borrowings to repay portions of the revolving indebtedness outstanding under the Credit Facility.

As of September 30, 2026, we had $1,259,747 available under the Credit Facility, and we were in compliance with all covenants under the Credit Facility 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 2027 Notes, could constitute a default that may cause all amounts outstanding to become due and immediately payable in full.

As of September 30, 2026, the 2027 Notes were classified as long‑term in the consolidated balance sheets as we currently have the ability and intent to refinance them on a long‑term basis through available capacity under the Credit Facility.

Stock Repurchases

BSY Stock Repurchase Program

Our Board of Directors approved the Repurchase Program authorizing us to repurchase up to $500,000 of our Class B common stock and/or outstanding convertible senior notes through December 31, 2028. 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 nine months ended September 30, 2026, we repurchased 4,064,293 shares for $135,081 under the Repurchase Program. During the nine months ended September 30, 2025, we repurchased 1,457,454 shares for $65,029, and $10,000 aggregate principal amount of our outstanding 2026 Notes for $9,797 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. During the nine months ended September 30, 2026, we allowed impacted awardees the option to receive net quantities of shares of our Class B common stock. 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 and

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third quarters of 2025. 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.

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 nine months ended September 30, 2026 and 2025. 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our market risk exposure as described in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our 2025 Annual Report on Form 10‑K.

Item 4. 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 September 30, 2026, our disclosure controls and procedures were effective at the reasonable assurance level.

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.

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 September 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are subject from time to time to various legal proceedings and claims which arise in the ordinary course of our business. Although the outcome of these and other claims cannot be predicted with certainty, we do not believe that the ultimate resolution of pending matters will have a material adverse effect on our financial condition, results of operations, or cash flows. We currently believe that we do not have any material litigation pending against us.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in Part I, Item 1A. Risk Factors in our 2025 Annual Report on Form 10‑K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Equity Securities

From July 1, 2026 to September 30, 2026, we issued 59,821 shares of our Class B common stock in connection with distributions from our DCP.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. Unless otherwise stated, the sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance on Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. All recipients had adequate access, through their relationships with us, to information about us. The issuance of these securities were made without any general solicitation or advertising.

Issuer Purchases of Equity Securities

The following table reflects our Class B common stock we repurchased during the three months ended September 30, 2026:

																		Total Number of						Approximate Dollar
																		Shares Purchased						Value of Shares
																		as Part of						that May Yet Be
						Total Number of						Average Price						Publicly Announced						Purchased Under
Period						Shares Purchased						Paid per Share						Program (1)						the Program (2)
July 1, 2026 to July 31, 2026						—						$	—					—						$	356,558,387
August 1, 2026 to August 31, 2026						—						$	—					—						$	356,558,387
September 1, 2026 to September 30, 2026						316,551						$	31.59					316,551						$	346,558,403
Total						316,551						$	31.59					316,551

(1)Represents shares purchased in open‑market transactions under the Repurchase Program approved by our Board of Directors.

(2)These amounts correspond to the program publicly announced and approved by our Board of Directors in November 2025 that authorizes the repurchase of up to $500 million of our Class B common stock and/or outstanding convertible senior notes through December 31, 2028.

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Item 5. Other Information

Rule 10b5-1 Trading Plans

On August 10, 2026, Keith A. Bentley, a member of the Company’s Board of Directors, 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 350,000 shares of our Class B common stock. Mr. Bentley’s plan expires on May 7, 2027.

On August 18, 2026, Julien Moutte, the Company’s Chief Technology 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 12,000 shares of our Class B common stock. Mr. Moutte’s plan expires on August 18, 2027.

On August 24, 2026, Raymond B. Bentley, a member of the Company’s Board of Directors, 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 1,000,000 shares of our Class B common stock. Mr. Bentley’s plan expires on June 16, 2027.

On August 28, 2026, Gregory S. Bentley, the Company’s Executive Chair and President, 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 600,000 shares of our Class B common stock. Mr. Bentley’s plan expires on March 5, 2027.

During the three months ended September 30, 2026, 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.”

Item 6. Exhibits

Exhibit

Incorporated by Reference

Filed

Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith

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

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

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

* The certification 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 Quarterly Report on Form 10‑Q, irrespective of any general incorporation language contained in such filing.

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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 thereunto duly authorized.

						Bentley Systems, Incorporated
Date: November 5, 2026						By:			/s/ WERNER ANDRE
									Werner Andre
									Chief Financial Officer
									(Principal Financial Officer)

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