Bentley Systems adds $550M senior secured term loan

Bentley Systems, Incorporated entered into a First Amendment and Incremental Facility Agreement that amends its existing Second Amended and Restated Credit Agreement.

Rhea-AI Filing Summary

Bentley Systems, Incorporated entered into a First Amendment and Incremental Facility Agreement that amends its existing Second Amended and Restated Credit Agreement. The amendment provides a new $550 million senior secured term loan maturing on October 18, 2029, with a possible earlier “springing” maturity 91 days before the company’s convertible debt comes due if certain liquidity conditions are not met.

The term loan bears interest, at Bentley’s option, at either the Alternate Base Rate or the Term SOFR Rate, plus a margin tied to the company’s Net Leverage Ratio. It can be repaid at any time without prepayment premiums. Principal is scheduled to amortize quarterly at 1.25% of the initial $550 million, beginning on the last business day of the fiscal quarter ending June 30, 2027.

Insights

Capital structure and credit analyst

Bentley adds a sizable $550M term loan with flexible prepayment and leverage-linked pricing.

Bentley Systems arranged a new $550 million senior secured term loan under its amended credit agreement, maturing on October 18, 2029. The loan’s interest is tied to either an Alternate Base Rate or Term SOFR, plus a margin based on the company’s Net Leverage Ratio.

The agreement includes a “springing” maturity 91 days before Bentley’s outstanding convertible debt matures if specified liquidity thresholds are not satisfied, linking this facility to broader refinancing risk. Quarterly amortization of 1.25% of the initial principal starts on the quarter ending June 30, 2027, gradually reducing the balance over time.

Because the loan can be repaid without prepayment premiums, Bentley retains flexibility to refinance or reduce debt as conditions evolve. The overall impact on leverage, interest expense, and refinancing of the convertible debt will depend on future capital allocation decisions disclosed in subsequent filings.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Term loan principal: $550 million Final maturity date: October 18, 2029 Springing maturity buffer: 91 days +2 more

5 metrics

Term loan principal $550 million New senior secured term loan under amended credit agreement

Final maturity date October 18, 2029 Scheduled maturity of new term loan

Springing maturity buffer 91 days Days before convertible debt maturity for springing term loan maturity

Quarterly amortization rate 1.25% Of initial $550 million principal, each fiscal quarter

Amortization start date June 30, 2027 First quarter-end with scheduled principal amortization

Key Terms

First Amendment and Incremental Facility Agreement, Second Amended and Restated Credit Agreement, senior secured term loan, Alternate Base Rate, +2 more

6 terms

First Amendment and Incremental Facility Agreement financial

"entered into a First Amendment and Incremental Facility Agreement, dated as of April 23, 2026"

Second Amended and Restated Credit Agreement financial

"amends that certain Second Amended and Restated Credit Agreement, dated as of October 18, 2024"

A second amended and restated credit agreement is a company’s loan contract that has been changed twice and rewritten into a single, updated document so all the terms are clear in one place. Investors care because it alters the company’s debt rules — such as interest rates, repayment schedule, and covenants — which affects cash flow, default risk, and the ability to invest or pay dividends; think of it like refinancing and reorganizing a mortgage that changes monthly payments and rules.

senior secured term loan financial

"provide for a new $550 million senior secured term loan (the “Term Loan”)"

A senior secured term loan is a type of borrowing where a company borrows money and promises to pay it back over a fixed period, with the loan secured by the company's assets as collateral. Because it is "senior," it has priority over other debts if the company faces financial trouble, and being "secured" means lenders have a claim on specific assets. For investors, this makes the loan a safer and more predictable investment compared to unsecured or subordinate debts.

Alternate Base Rate financial

"bears interest, at the Company’s option, at the Alternate Base Rate or Term SOFR Rate"

Term SOFR Rate financial

"at the Company’s option, at the Alternate Base Rate or Term SOFR Rate"

Term SOFR rate is a forward-looking interest rate for a set period (for example one or three months) based on the overnight cost of borrowing cash using Treasury securities as collateral. Think of it as a quoted, agreed-upon lending rate for a future interval, like locking in the expected short-term borrowing cost ahead of time. Investors care because it is used to price loans, bonds and derivatives as a transparent replacement for older benchmarks, affecting interest payments and valuation.

Net Leverage Ratio financial

"plus a margin based on the Company’s Net Leverage Ratio (as defined in the Credit Agreement)"

The net leverage ratio measures how much debt a company has compared to its available assets or earnings, after accounting for its cash and liquid assets. It helps investors understand how heavily a company relies on borrowed money to finance its operations and growth. A higher ratio indicates greater financial risk, while a lower ratio suggests a more cautious approach to borrowing.

FAQ

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

What financing did Bentley Systems (BSY) arrange in this Form 8-K?

Bentley Systems arranged a new $550 million senior secured term loan under an amended credit agreement. The facility adds committed debt capital that the company can repay at any time without prepayment premiums, giving management flexibility in managing its balance sheet and future obligations.

When does Bentley Systems’ new $550 million term loan mature?

The new term loan for Bentley Systems matures on October 18, 2029. It also carries a “springing” earlier maturity date 91 days before the company’s outstanding convertible debt matures if certain liquidity conditions in the credit agreement are not satisfied at that time.

How is interest determined on Bentley Systems’ new term loan?

Interest on the new term loan is based on either the Alternate Base Rate or the Term SOFR Rate, at Bentley’s option. A variable margin is then added, which is tied to the company’s Net Leverage Ratio as defined in the underlying credit agreement.

Can Bentley Systems prepay the new $550 million term loan early?

Yes, Bentley Systems may repay the term loan at any time without prepayment premiums. This feature provides flexibility to reduce or refinance the debt if market conditions, liquidity, or strategic priorities change before the scheduled maturity date in 2029.

When does amortization of Bentley Systems’ new term loan begin?

The new term loan is subject to quarterly amortization of 1.25% of the initial principal. These scheduled repayments start on the last business day of each fiscal quarter, beginning with the quarter ending June 30, 2027, gradually reducing the outstanding balance over time.

What is the “springing” maturity feature in Bentley Systems’ term loan?

The loan has a “springing” maturity date set for 91 days before the maturity of Bentley’s outstanding convertible debt. This earlier maturity only applies if the company does not meet specified liquidity requirements contained in the amended credit agreement at that time.

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

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Accepted by SEC EDGAR 04/27/2026 - 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): April 23, 2026

Bentley Systems, Incorporated

(Exact name of registrant as specified in its charter)

Delaware	001-39548	95-3936623
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

685 Stockton Drive

Exton, PA 19341

(Address of principal executive offices) (Zip Code)

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

Not applicable

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

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

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)
¨	Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))
¨	Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e− 4(c))

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

Title of each class		Trading Symbol		Name of each exchange on which registered
Class B common stock, par value $0.01 per share		BSY		The Nasdaq Stock Market LLC

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

Emerging growth company     ¨

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

Item 1.01 Entry into a Material Definitive Agreement

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

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

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

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

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

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

Item 9.01        Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.		Description
10.1		First Amendment and Incremental Facility Agreement, dated as of April 23, 2026, by and among Bentley Systems, Incorporated, the subsidiary loan parties thereto, the lenders party thereto and PNC Bank, National Association, as administrative agent
104		Cover Page Interactive Data File (formatted as inline XBRL)

Signatures

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

	Bentley Systems, Incorporated
Date: April 27, 2026
	By:	/s/ Werner Andre
	Name:	Werner Andre
	Title:	Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 1021.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB