Bentley Systems adopts physical settlement for 0.125% 2026 notes

Bentley Systems (BSY) changed the default settlement method for its 0.125% Convertible Senior Notes due 2026 to Physical Settlement.

Rhea-AI Filing Summary

Bentley Systems (BSY) changed the default settlement method for its 0.125% Convertible Senior Notes due 2026 to Physical Settlement. Starting October 15, 2025, any note conversions will be settled by delivering shares of the company’s Class B common stock in accordance with the Indenture.

This adjustment clarifies how future conversions will be handled under the existing note terms and directs settlement toward share delivery rather than alternative methods.

Insights

Capital Structure Analyst

BSY sets share delivery as the default for 2026 converts.

Bentley Systems elected Physical Settlement for its 0.125% Convertible Senior Notes due 2026. Conversions on and after October 15, 2025 will be fulfilled with Class B common shares under the Indenture.

This change standardizes conversion outcomes toward equity delivery. It does not alter coupon or maturity terms; it specifies the form of settlement for future conversions per the existing agreement.

Key anchor is the effective date of October 15, 2025. Actual conversion activity depends on holder decisions and market conditions as governed by the Indenture.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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

What did Bentley Systems (BSY) announce in this 8-K?

The company elected to change the Default Settlement Method for its 0.125% Convertible Senior Notes due 2026 to Physical Settlement.

When does the new settlement method take effect for BSY?

All conversions occurring on and after October 15, 2025 will use Physical Settlement.

Which securities are affected by BSY’s change?

The 0.125% Convertible Senior Notes due 2026 issued by Bentley Systems.

How will conversions be settled under the new method?

By delivery of shares of Bentley Systems’ Class B common stock in accordance with the Indenture.

What document governs this change at BSY?

The Indenture dated January 26, 2021 with Wilmington Trust, National Association, as Trustee.

Did BSY include any exhibits with this filing?

Yes. Exhibit 104: Cover Page Interactive Data File (Inline XBRL).

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

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Accepted by SEC EDGAR 10/14/2025 - 04:15 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 14, 2025

BENTLEY SYSTEMS, INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	001-39548	95-3936623
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
685 Stockton Drive
Exton, Pennsylvania		19341
(Address of principal executive offices)		(Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Class B Common Stock, $0.01 Par Value		BSY		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 8.01 Other Events.

On October 14, 2025, in accordance with the Indenture (the “Indenture”) dated as of January 26, 2021, between Bentley Systems, Incorporated (the “Company”) and Wilmington Trust, National Association, as Trustee, relating to the Company’s 0.125% Convertible Senior Notes due 2026 (the “Notes”), the Company gave notice to the Trustee, the Conversion Agent and the Holders (each as defined in the Indenture) that the Company elected to change the “Default Settlement Method” (as defined in the Indenture) for conversions of Notes to “Physical Settlement” (as defined in the Indenture). As a result, all conversions of Notes occurring on and after October 15, 2025 will be settled by delivery of shares of the Company’s Class B common stock using Physical Settlement in accordance with the Indenture.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

		Bentley Systems, Incorporated
Date: October 14, 2025		By:	/s/ DAVID R. SHAMAN
		Name:	David R. Shaman
		Title:	Chief Legal Officer and Secretary