Q1 2026 lifts Bentley Systems (NASDAQ: BSY) revenue to $424.2M
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Bentley Systems reported a strong start to 2026 in its first‑quarter Form 8‑K. Total revenues were $424.2 million, up 14.5% year‑over‑year, with subscriptions revenues of $392.5 million, up 14.7%. Annualized Recurring Revenues reached $1,494.5 million, with an 11.5% constant‑currency ARR growth rate.
Operating income margin was 29.8% and AOI less Operating SBC margin was 33.2%. Net income attributable to Bentley Systems was $95.4 million, or $0.30 per diluted share, while Adjusted EPS was $0.38. Free cash flow was $187.9 million, down from $216.4 million a year earlier.
Management highlighted continued AI‑driven product initiatives and strong performance in its Resources and Public Works / Utilities sectors. On the balance sheet, the company repaid its 2026 convertible notes and, via an April 23, 2026 amendment, added a new $550 million term loan, increasing total credit facility capacity to $1.85 billion and keeping net debt leverage under 2x.
Positive
- None.
Negative
- None.
Insights
Q1 2026 shows solid double‑digit growth with strong recurring metrics.
Bentley Systems delivered Q1 2026 revenue of $424.2 million, up 14.5% year‑over‑year, driven by subscriptions revenue of $392.5 million. Annualized Recurring Revenues reached $1,494.5 million, with a constant‑currency ARR growth rate of 11.5%, underscoring a healthy recurring base.
Profitability remained robust, with operating income margin at 29.8% and AOI less Operating SBC margin at 33.2%, though both eased modestly versus last year. Free cash flow of $187.9 million declined from $216.4 million, while net income per diluted share ticked up to $0.30 from $0.28.
On capital structure, the company repaid its 2026 convertible notes and added a new $550 million Term Loan A, expanding total credit facility capacity to $1.85 billion and keeping net debt leverage under 2x. Management emphasized AI initiatives and strength in Resources and Public Works / Utilities as supports for 2026 performance within its stated financial outlook.
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Total revenues: $424.2 million
Subscriptions revenues: $392.5 million
Annualized Recurring Revenues (ARR): $1,494.5 million
+5 more
8 metrics
Total revenues
$424.2 million
Three months ended March 31, 2026; up 14.5% year-over-year
Subscriptions revenues
$392.5 million
Three months ended March 31, 2026; up 14.7% year-over-year
Annualized Recurring Revenues (ARR)
$1,494.5 million
As of March 31, 2026; constant-currency ARR growth 11.5%
Operating income margin
29.8%
Q1 2026, compared to 31.1% in Q1 2025
Net income attributable to Bentley Systems
$95.4 million
Three months ended March 31, 2026; diluted EPS $0.30
Free cash flow
$187.9 million
Three months ended March 31, 2026; versus $216.4 million in 2025
New Term Loan A
$550 million
Credit facility amendment on April 23, 2026; capacity now $1.85 billion
Last twelve‑month net retention
109%
Last twelve‑month recurring revenues dollar‑based net retention rate; 110% prior year
Key Terms
Annualized Recurring Revenues, free cash flow, Adjusted EBITDA, AOI less Operating SBC, +2 more
6 terms
Annualized Recurring Revenues financial
"Annualized Recurring Revenues (“ARR”) were $1,494.5 million as of March 31, 2026"
Annualized recurring revenues (ARR) is a financial metric that converts a company’s predictable, repeatable income—usually from subscriptions, service contracts, or memberships—into a standardized yearly amount. Investors use ARR as a quick measure of the steady cash a business can expect each year, similar to annualizing a monthly paycheck to see how much you’d earn over twelve months; it helps assess growth, predictability and the value of the business.
free cash flow financial
"Free cash flow was $187.9 million, compared to $216.4 million for the same period last year"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
Adjusted EBITDA financial
"Reconciliation of cash flows from operating activities to Adjusted EBITDA"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
AOI less Operating SBC financial
"we changed our primary performance measure to AOI less Operating SBC from Adjusted operating income less stock‑based compensation expense"
last twelve‑month recurring revenues dollar‑based net retention rate financial
"Last twelve‑month recurring revenues dollar-based net retention rate was 109%, compared to 110% for the same period last year"
constant currency financial
"up 14.5% or 11.9% on a constant currency basis, year-over-year"
Constant currency is a way of measuring financial results that removes the effects of changes in currency exchange rates. It allows for a clearer comparison of a company's performance over time by showing what the numbers would look like if exchange rates had stayed the same. This helps investors understand whether growth comes from actual business improvements or just currency fluctuations.
Earnings Snapshot
Revenue: $424.2 million · Guidance included
Q1 2026
Revenue
$424.2 million
+14.5% year-over-year
Subscriptions revenues
$392.5 million
+14.7% year-over-year
ARR
$1,494.5 million
constant-currency ARR growth 11.5%
Operating income margin
29.8%
down from 31.1% prior year
Adjusted EPS
$0.38
up from $0.35 prior year
Free cash flow
$187.9 million
down from $216.4 million prior year
Guidance
Management stated Q1 2026 results position the company well within its full-year financial outlook.
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): May 7, 2026
___________________________________
(Exact name of registrant as specified in its charter)
___________________________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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 2.02 Results of Operations and Financial Condition.
On May 7, 2026 , Bentley Systems, Incorporated (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2026. A copy of the release is furnished as Exhibit 99.1 and incorporated by reference herein. Exhibit 99.2 sets forth the reasons the Company believes that presentation of the non-GAAP financial measures contained in the press release provides useful information to investors regarding the Company’s results of operations and financial condition. To the extent material, Exhibit 99.2 also discloses the additional purposes, if any, for which the Company’s management uses these non-GAAP financial measures. Reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures are included in the press release itself.
The information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |||||||
| 99.1 | Press release dated May 7, 2026 | |||||||
| 99.2 | Explanation of Non-GAAP and Other Financial Measures | |||||||
| 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: May 7, 2026 | By: | /s/ WERNER ANDRE | |||||||||
Name: | Werner Andre | ||||||||||
Title: | Chief Financial Officer | ||||||||||
Exhibit 99.1
Bentley Systems Announces First Quarter 2026 Results
EXTON, PA – May 7, 2026 – Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today announced results for the quarter ended March 31, 2026.
First Quarter 2026 Results
•Total revenues were $424.2 million, up 14.5% or 11.9% on a constant currency basis, year-over-year;
•Subscriptions revenues were $392.5 million, up 14.7% or 12.2% on a constant currency basis, year-over-year;
•Annualized Recurring Revenues (“ARR”) were $1,494.5 million as of March 31, 2026, compared to $1,319.3 million as of March 31, 2025; Constant currency ARR growth rate was 11.5%;
•Last twelve-month recurring revenues dollar-based net retention rate was 109%, compared to 110% for the same period last year;
•Operating income margin was 29.8%, compared to 31.1% for the same period last year;
•Adjusted operating income less operating stock-based compensation expense (“AOI less Operating SBC”) margin was 33.2%, compared to 34.6% for the same period last year;
•Net income per diluted share was $0.30, compared to $0.28 for the same period last year;
•Adjusted net income per diluted share (“Adjusted EPS”) was $0.38, compared to $0.35 for the same period last year;
•Cash flows from operating activities were $193.4 million, compared to $219.4 million for the same period last year; and
•Free cash flow was $187.9 million, compared to $216.4 million for the same period last year.
Executive Chair Greg Bentley said, “Along with distinctively consistent and commendable performance as in 2026’s first quarter, BSY characteristically prioritizes the enhancement of future value. I am continually amazed by the pace and potential of our AI advancements, especially behind-the-scenes, across every front. Our most committed contingent of accounts are the world’s top design firms. BSY’s multi-faceted AI initiatives are shaped to enable each such firm to competitively accelerate, for its own economic advantage, an individualized AI strategy to leverage its proprietary investments in engineering knowledge and data.”
CEO Nicholas Cumins said, “We are pleased to report a strong start to 2026, reflecting both solid market fundamentals and strong execution by our team. The quarter was highlighted by the performance of our Resources business, which continues to be our fastest-growing sector, and by the steady demand from Public Works / Utilities. This gives us a solid foundation for the year.
“In parallel, we continue to execute on our AI initiatives across the portfolio, including instrumenting our engineering applications to support AI-driven workflows, paving the way for a new, long-term economic engine where Bentley Systems software is leveraged by AI agents at machine scale.”
CFO Werner Andre said, “Our first-quarter results mark a strong start to the year across every key financial metric, positioning us well within our full-year financial outlook. We delivered constant-currency ARR growth of 11.5% and constant-currency subscriptions revenue growth of 12%, along with robust profitability and cashflow.
“On the balance sheet, we repaid the 2026 convertible notes at maturity, and subsequent to quarter-end we closed on a $550 million Term Loan A under our credit facility’s ‘accordion’ feature. Along with lowering interest costs, this provides increased financial flexibility to support strategic priorities, including programmatic acquisitions and returning capital to shareholders through dividends and share repurchases. Our disciplined approach to capital allocation is evidenced by quarter-end net debt leverage under 2x.”
Recent Developments
On April 23, 2026, we amended our credit facility to provide for a new $550 million term loan, which matures on October 18, 2029, subject to a “springing” maturity date. As a result, the total borrowing capacity under the credit facility increased to $1.85 billion. We used the term loan borrowings to repay portions of revolving indebtedness outstanding under the credit facility.
Call Details
Bentley Systems will host a live Zoom video webinar on May 7, 2026 at 8:15 a.m. Eastern time to discuss results for its first quarter ended March 31, 2026.
Those wishing to participate should access the live Zoom video webinar of the event through a direct registration link at https://bentley-com.zoom.us/webinar/register/WN_l4PXoJPcTeGtUGu1Oxd1BA#/registration. Alternatively, the event can be accessed from the Events & Presentations page on Bentley Systems’ Investor Relations website at https://investors.bentley.com. In addition, a replay and transcript will be available after the conclusion of the live event on Bentley Systems’ Investor Relations website for one year.
Non-GAAP Financial Measures
In this press release, we sometimes refer to financial measures that are not presented in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain of these measures are considered non‑GAAP financial measures under the United States Securities and Exchange Commission (“SEC”) regulations. Those rules require the supplemental explanations and reconciliations that are in Bentley Systems’ Form 8‑K (Quarterly Earnings Release) furnished to the SEC.
During the first quarter of 2026, we changed our primary performance measure to AOI less Operating SBC from Adjusted operating income less stock‑based compensation expense (“AOI less SBC”), as management believes AOI less Operating SBC better captures the Company’s core business operating results. The nature of the change to AOI less Operating SBC reflects the inclusion of equity‑settled retention incentives provided to key employees of acquired companies within the adjustment for acquisition expenses, whereas such expenses were not previously included in the AOI less SBC acquisition expenses adjustment. Prior period amounts have been revised to conform to the current period presentation using the updated AOI less Operating SBC definition.
Forward-Looking Statements
This press release includes forward-looking statements regarding the future results of operations and financial condition, business strategy, and plans and objectives for future operations of Bentley Systems, Incorporated (the “Company,” “we,” “us,” and words of similar import). All such statements contained in this press release, other than statements of historical facts, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions 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, and there are a significant number of factors that could cause actual results to differ materially from statements made in this press release including: adverse changes in global economic and/or political conditions; the impact of tariffs and related policies on our business and the businesses of the industries we serve; the impact of current and future sanctions, embargoes and other similar laws at the state and/or federal level that impose restrictions on our counterparties or upon our ability to operate our business within the subject jurisdictions; political, economic, regulatory and public health and safety risks and uncertainties in the countries and regions in which we operate; failure to retain personnel necessary for the operation of our business or those that we acquire; failure to effectively manage succession; changes in the industries in which our accounts operate; the competitive environment in which we operate; the quality of our products; our ability to develop and market new products to address our accounts’ rapidly changing technological needs; changes in capital markets and our ability to access financing on terms satisfactory to us or at all; the impact of changing or uncertain interest rates on us and on the industries we serve; our ability to integrate acquired businesses successfully; and our ability to identify and consummate future investments and/or acquisitions on terms satisfactory to us or at all.
Further information on potential factors that could affect the financial results of the Company are included in the Company’s Form 10‑K and subsequent Form 10‑Qs, which are on file with the SEC. The Company disclaims any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.
About Bentley Systems
Around the world, infrastructure professionals rely on software from Bentley Systems to help them design, build, and operate better and more resilient infrastructure for transportation, water, energy, cities, and more. Founded in 1984 by engineers for engineers, Bentley is the partner of choice for engineering firms and owner-operators worldwide, with software that spans engineering disciplines, industry sectors, and all phases of the infrastructure lifecycle. Through our digital twin solutions, we help infrastructure professionals unlock the value of their data to transform project delivery and asset performance.
© 2026 Bentley Systems, Incorporated. Bentley and the Bentley logo are either registered or unregistered trademarks or service marks of Bentley Systems, Incorporated or one of its direct or indirect wholly owned subsidiaries. All other brands and product names are trademarks of their respective owners.
For more information, contact:
Investors: Eric Boyer, IR@bentley.com
BENTLEY SYSTEMS, INCORPORATED
Consolidated Balance Sheets
(in thousands)
(unaudited)
| March 31, 2026 | December 31, 2025 | |||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | 105,159 | $ | 123,278 | ||||||||||
| Accounts receivable | 344,098 | 350,299 | ||||||||||||
| Allowance for credit losses | (8,081) | (7,609) | ||||||||||||
| Prepaid income taxes | 16,770 | 19,805 | ||||||||||||
| Prepaid and other current assets | 60,283 | 53,260 | ||||||||||||
| Total current assets | 518,229 | 539,033 | ||||||||||||
| Property and equipment, net | 36,791 | 36,031 | ||||||||||||
| Operating lease right-of-use assets | 45,717 | 31,141 | ||||||||||||
| Intangible assets, net | 180,719 | 193,018 | ||||||||||||
| Goodwill | 2,474,746 | 2,482,154 | ||||||||||||
| Investments | 27,878 | 27,920 | ||||||||||||
| Deferred income taxes | 163,011 | 170,368 | ||||||||||||
| Other assets | 76,624 | 75,502 | ||||||||||||
| Total assets | $ | 3,523,715 | $ | 3,555,167 | ||||||||||
| Liabilities and Equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | 21,269 | $ | 26,952 | ||||||||||
| Accruals and other current liabilities | 170,655 | 173,255 | ||||||||||||
| Cloud Services Subscription deposits | 525,718 | 463,312 | ||||||||||||
| Deferred revenues | 265,981 | 278,244 | ||||||||||||
| Operating lease liabilities | 13,312 | 13,669 | ||||||||||||
| Income taxes payable | 9,931 | 4,778 | ||||||||||||
| Current portion of long-term debt | — | — | ||||||||||||
| Total current liabilities | 1,006,866 | 960,210 | ||||||||||||
| Long-term debt | 1,115,269 | 1,248,912 | ||||||||||||
| Deferred compensation plan liabilities | 105,209 | 106,831 | ||||||||||||
| Long-term operating lease liabilities | 36,982 | 22,150 | ||||||||||||
| Deferred revenues | 18,438 | 18,410 | ||||||||||||
| Deferred income taxes | 4,657 | 4,368 | ||||||||||||
| Other liabilities | 10,406 | 4,794 | ||||||||||||
| Total liabilities | 2,297,827 | 2,365,675 | ||||||||||||
| Equity: | ||||||||||||||
Common stock | 3,036 | 3,024 | ||||||||||||
| Additional paid-in capital | 1,325,977 | 1,301,205 | ||||||||||||
Accumulated other comprehensive loss | (80,727) | (74,558) | ||||||||||||
| Accumulated deficit | (22,439) | (40,258) | ||||||||||||
| Total Bentley Systems stockholders’ equity | 1,225,847 | 1,189,413 | ||||||||||||
| Noncontrolling interest | 41 | 79 | ||||||||||||
| Total equity | 1,225,888 | 1,189,492 | ||||||||||||
Total liabilities and equity | $ | 3,523,715 | $ | 3,555,167 | ||||||||||
BENTLEY SYSTEMS, INCORPORATED
Consolidated Statements of Operations
(in thousands, except share and per share data)
(unaudited)
| Three Months Ended | ||||||||||||||
| March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Revenues: | ||||||||||||||
| Subscriptions | $ | 392,484 | $ | 342,318 | ||||||||||
| Perpetual licenses | 9,057 | 10,792 | ||||||||||||
| Subscriptions and licenses | 401,541 | 353,110 | ||||||||||||
| Services | 22,640 | 17,432 | ||||||||||||
| Total revenues | 424,181 | 370,542 | ||||||||||||
| Cost of revenues: | ||||||||||||||
| Cost of subscriptions and licenses | 53,098 | 46,498 | ||||||||||||
| Cost of services | 20,676 | 19,161 | ||||||||||||
| Total cost of revenues | 73,774 | 65,659 | ||||||||||||
| Gross profit | 350,407 | 304,883 | ||||||||||||
Operating expense (income): | ||||||||||||||
| Research and development | 83,005 | 72,450 | ||||||||||||
| Selling and marketing | 75,272 | 63,059 | ||||||||||||
| General and administrative | 58,509 | 47,228 | ||||||||||||
| Deferred compensation plan | (1,074) | (1,246) | ||||||||||||
| Amortization of purchased intangibles | 8,435 | 8,208 | ||||||||||||
| Total operating expenses | 224,147 | 189,699 | ||||||||||||
Income from operations | 126,260 | 115,184 | ||||||||||||
| Interest expense, net | (8,200) | (3,808) | ||||||||||||
Other income, net | 497 | 449 | ||||||||||||
Income before income taxes | 118,557 | 111,825 | ||||||||||||
Provision for income taxes | (23,155) | (20,488) | ||||||||||||
Equity in net (losses) income of investees, net of tax | (53) | 1 | ||||||||||||
Net income | 95,349 | 91,338 | ||||||||||||
| Less: Net income (loss) attributable to noncontrolling interest | (37) | (30) | ||||||||||||
Net income attributable to Bentley Systems | $ | 95,386 | $ | 91,368 | ||||||||||
Net income per share attributable to Bentley Systems stockholders: | ||||||||||||||
| Basic | $ | 0.31 | $ | 0.29 | ||||||||||
| Diluted | $ | 0.30 | $ | 0.28 | ||||||||||
| Weighted average shares: | ||||||||||||||
| Basic | 312,593,358 | 315,130,071 | ||||||||||||
| Diluted | 321,836,470 | 333,441,006 | ||||||||||||
BENTLEY SYSTEMS, INCORPORATED
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| Three Months Ended | ||||||||||||||
| March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||
Net income | $ | 95,349 | $ | 91,338 | ||||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | 16,141 | 15,640 | ||||||||||||
| Deferred income taxes | 8,207 | (1,216) | ||||||||||||
| Stock-based compensation expense | 20,192 | 17,402 | ||||||||||||
| Deferred compensation plan | (1,074) | (1,246) | ||||||||||||
| Amortization of deferred debt issuance costs | 1,135 | 1,894 | ||||||||||||
| Change in fair value of derivative | (76) | 4,372 | ||||||||||||
Foreign currency remeasurement loss (gain) | 180 | (25) | ||||||||||||
| Other | 665 | 175 | ||||||||||||
| Changes in assets and liabilities, net of effect from acquisitions: | ||||||||||||||
| Accounts receivable | 4,886 | 14,346 | ||||||||||||
| Prepaid and other assets | (5,251) | 2,942 | ||||||||||||
| Accounts payable, accruals, and other liabilities | (11,056) | (8,356) | ||||||||||||
| Cloud Services Subscription deposits | 65,852 | 74,489 | ||||||||||||
| Deferred revenues | (9,994) | (6,538) | ||||||||||||
| Income taxes payable, net of prepaid income taxes | 8,252 | 14,198 | ||||||||||||
Net cash provided by operating activities | 193,408 | 219,415 | ||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Purchases of property and equipment and investment in capitalized software | (5,551) | (3,044) | ||||||||||||
Net cash used in investing activities | (5,551) | (3,044) | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Proceeds from credit facility | 820,537 | 122,249 | ||||||||||||
| Repayments of credit facility | (277,126) | (257,565) | ||||||||||||
| Repayment of convertible senior notes | (677,830) | (9,797) | ||||||||||||
| Payments of dividends | (21,225) | (21,198) | ||||||||||||
| Proceeds from stock purchases under employee stock purchase plan | 5,500 | 5,312 | ||||||||||||
| Payments for shares acquired including shares withheld for taxes | (14,226) | (9,436) | ||||||||||||
| Repurchases of Class B common stock under approved program | (40,021) | (30,014) | ||||||||||||
| Other | (50) | (359) | ||||||||||||
Net cash used in financing activities | (204,441) | (200,808) | ||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | (1,535) | 4,065 | ||||||||||||
(Decrease) increase in cash and cash equivalents | (18,119) | 19,628 | ||||||||||||
Cash and cash equivalents, beginning of period | 123,278 | 64,009 | ||||||||||||
Cash and cash equivalents, end of period | $ | 105,159 | $ | 83,637 | ||||||||||
BENTLEY SYSTEMS, INCORPORATED
Reconciliation of GAAP to Non-GAAP Financial Measures
(in thousands, except share and per share data)
(unaudited)
Reconciliation of operating income to AOI less Operating SBC and to Adjusted operating income:
| Three Months Ended | ||||||||||||||
| March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
Operating income | $ | 126,260 | $ | 115,184 | ||||||||||
| Amortization of purchased intangibles | 12,057 | 11,444 | ||||||||||||
| Deferred compensation plan | (1,074) | (1,246) | ||||||||||||
Acquisition expenses(1) | 3,680 | 2,926 | ||||||||||||
| AOI less Operating SBC | 140,923 | 128,308 | ||||||||||||
| Operating stock-based compensation expense | 17,972 | 15,217 | ||||||||||||
| Adjusted operating income | $ | 158,895 | $ | 143,525 | ||||||||||
(1)During the first quarter of 2026, we changed our primary performance measure to AOI less Operating SBC from AOI less SBC. Prior period amount has been revised to conform to the current period presentation using the updated AOI less Operating SBC definition. Refer to the section titled “Non‑GAAP Financial Measures” for details.
Reconciliation of net income attributable to Bentley Systems to Adjusted net income:
| Three Months Ended | |||||||||||||||||||||||
| March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| $ | EPS(1) | $ | EPS(1) | ||||||||||||||||||||
Net income attributable to Bentley Systems | $ | 95,386 | $ | 0.30 | $ | 91,368 | $ | 0.28 | |||||||||||||||
| Non-GAAP adjustments, prior to income taxes: | |||||||||||||||||||||||
Amortization of purchased intangibles | 12,057 | 0.04 | 11,444 | 0.03 | |||||||||||||||||||
Operating stock-based compensation expense | 17,972 | 0.06 | 15,217 | 0.05 | |||||||||||||||||||
Deferred compensation plan | (1,074) | — | (1,246) | — | |||||||||||||||||||
Acquisition expenses(3) | 3,680 | 0.01 | 2,926 | 0.01 | |||||||||||||||||||
Other income, net | (497) | — | (449) | — | |||||||||||||||||||
| Total non-GAAP adjustments, prior to income taxes | 32,138 | 0.10 | 27,892 | 0.08 | |||||||||||||||||||
| Income tax effect of non-GAAP adjustments | (4,970) | (0.02) | (4,682) | (0.01) | |||||||||||||||||||
Equity in net losses (income) of investees, net of tax | 53 | — | (1) | — | |||||||||||||||||||
Adjusted net income(2) | $ | 122,607 | $ | 0.38 | $ | 114,577 | $ | 0.35 | |||||||||||||||
| Adjusted diluted weighted average shares | 321,836,470 | 333,441,006 | |||||||||||||||||||||
(1)Adjusted EPS was computed independently for each reconciling item presented; therefore, the sum of Adjusted EPS for each line item may not equal total Adjusted EPS due to rounding.
(2)Adjusted EPS numerator includes $1,009 and $1,569 for the three months ended March 31, 2026 and 2025, respectively, related to interest expense, net of tax, attributable to the convertible senior notes using the if‑converted method.
(3)During the first quarter of 2026, we changed our primary performance measure to AOI less Operating SBC from AOI less SBC. Prior period amounts have been revised to conform to the current period presentation using the updated AOI less Operating SBC definition. Refer to the section titled “Non‑GAAP Financial Measures” for details.
Reconciliation of cash flows from operating activities to free cash flow:
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities | $ | 193,408 | $ | 219,415 | |||||||
| Purchases of property and equipment and investment in capitalized software | (5,551) | (3,044) | |||||||||
| Free cash flow | $ | 187,857 | $ | 216,371 | |||||||
Reconciliation of cash flows from operating activities to Adjusted EBITDA:
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities | $ | 193,408 | $ | 219,415 | |||||||
| Cash interest | 7,365 | 2,150 | |||||||||
| Cash taxes | 6,587 | 7,963 | |||||||||
Cash deferred compensation plan distributions | 587 | 526 | |||||||||
| Cash acquisition expenses | 697 | 1,727 | |||||||||
| Changes in operating assets and liabilities | (43,749) | (81,775) | |||||||||
Other(1) | (1,529) | (1,864) | |||||||||
| Adjusted EBITDA | $ | 163,366 | $ | 148,142 | |||||||
(1) Includes receipts related to interest rate swap.
Reconciliation of total revenues and subscriptions revenues to total revenues and subscriptions revenues in constant currency:
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | ||||||||||||||||||||||||||||||||||
| Actual | Impact of Foreign Exchange at 2025 Rates | Constant Currency | Actual | Impact of Foreign Exchange at 2025 Rates | Constant Currency | ||||||||||||||||||||||||||||||
| Total revenues | $ | 424,181 | $ | (9,288) | $ | 414,893 | $ | 370,542 | $ | 67 | $ | 370,609 | |||||||||||||||||||||||
Subscriptions revenues | $ | 392,484 | $ | (8,373) | $ | 384,111 | $ | 342,318 | $ | 59 | $ | 342,377 | |||||||||||||||||||||||
Exhibit 99.2
Explanation of Non-GAAP and Other Financial Measures
This Exhibit 99.2 to the accompanying Current Report on Form 8-K for Bentley Systems, Incorporated (“Bentley Systems,” the “Company,” “we,” “our,” and words of similar import) sets forth the reasons we believe that presentation of financial measures not in accordance with GAAP contained in this press release filed as Exhibit 99.1 to the Current Report on Form 8-K provides useful information to investors regarding our results of operations, financial condition, and liquidity. To the extent material, this Exhibit also discloses the additional purposes, if any, for which our management uses these non‑GAAP financial measures. Reconciliations between these non‑GAAP financial measures to their most directly comparable GAAP financial measures are included in this press release itself. 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, net income, diluted net income per share attributable to Bentley Systems stockholders, cash flows from operating activities or other measures of performance or liquidity, and should be read in conjunction with the financial statements included in our Quarterly Report on Form 10‑Q to be filed with the United States Securities and Exchange Commission.
Our non‑GAAP and other 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.
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 further below, 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.
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 from accounts with revenues in the prior period (“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.
Annualized recurring revenues (“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‑month recurring revenues dollar‑based net retention rate, is a leading indicator of revenue growth.
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.
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. Constant currency ARR growth rate from business performance excludes the ARR onboarding of our platform acquisitions and includes the impact from the ARR onboarding of programmatic acquisitions, which generally are immaterial, individually and in the aggregate. We believe these ARR growth rates are important metrics indicating the scale and growth of our business.
Last twelve‑month recurring revenues dollar‑based net retention rate
Last twelve‑month 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.
Last twelve‑month 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.
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), 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 the Company’s 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.
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.
AOI less Operating SBC margin is calculated by dividing AOI less Operating SBC by total revenues.
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), 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.
Adjusted net income and Adjusted EPS
Adjusted net income and Adjusted EPS are non-GAAP financial measures presenting the earnings generated by our ongoing operations that we believe is useful to investors in making meaningful comparisons to other companies, although these measures may not be directly comparable to similar measures used by other companies, and period-over-period comparisons.
Adjusted net income is defined as net income attributable to Bentley Systems adjusted for the following: amortization of purchased intangibles, operating stock‑based compensation expense (non‑cash stock‑based compensation expense less equity‑settled retention incentives provided to key employees of acquired companies), 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), realignment expenses (income), other non‑operating (income) expense, net, the tax effect of the above adjustments to net income, and equity in net (income) losses of investees, net of tax, for the respective periods. The income tax effect of non‑GAAP adjustments was determined using the applicable rates in the taxing jurisdictions in which income or expense occurred, and represent both current and deferred income tax expense or benefit based on the nature of the non‑GAAP adjustments, including the tax effects of non‑cash operating stock‑based compensation expense.
Adjusted EPS is calculated as Adjusted net income, less net income attributable to Bentley Systems allocated to participating securities, plus interest expense, net of tax, attributable to the convertible senior notes using the if‑converted method, if applicable, (numerator) divided by Adjusted diluted weighted average shares (denominator). Adjusted diluted weighted average shares is calculated by adding incremental shares related to the dilutive effect of convertible senior notes using the if‑converted method, if applicable, to diluted weighted average shares.
Free cash flow
Free cash flow is a non-GAAP financial measure and our primary liquidity measure that we believe provides a meaningful measure of liquidity and a useful basis for assessing our ability to service our debt obligations, make strategic acquisitions and investments, and return capital to investors through dividends and stock repurchases. Additionally, we believe free cash flow is useful to investors as a basis for comparing our results with other companies in our industries, although our measure of free cash flow may not be directly comparable to similar measures used by other companies. Free cash flow has certain limitations, including that it does not represent the residual cash flow available for discretionary expenditures since other non-discretionary payments, such as mandatory debt repayments, are not deducted from the measure.
Free cash flow is defined as cash flows from operating activities less purchases of property and equipment and investment in capitalized software.
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure that we believe provides a meaningful measure of liquidity and a useful basis for assessing our ability to repay debt, make strategic acquisitions and investments, and return capital to investors.
Adjusted EBITDA is defined as cash flows from operating activities adjusted for the following: cash interest, cash taxes, cash deferred compensation plan distributions, cash acquisition expenses, cash realignment costs, changes in operating assets and liabilities, and other cash items (such as those related to our interest rate swap). From time to time, we may exclude from Adjusted EBITDA the impact of certain cash receipts or payments that affect period-to-period comparability.
FAQ
How did Bentley Systems (BSY) perform financially in Q1 2026?
Bentley Systems reported Q1 2026 total revenues of $424.2 million, up 14.5% year-over-year. Subscriptions revenues were $392.5 million, up 14.7%. Net income attributable to Bentley Systems was $95.4 million, with diluted EPS of $0.30 versus $0.28 a year earlier.
What were Bentley Systems (BSY) key recurring revenue metrics in Q1 2026?
Annualized Recurring Revenues for Bentley Systems reached $1,494.5 million as of March 31, 2026, compared to $1,319.3 million a year earlier. The constant-currency ARR growth rate was 11.5%, and the last twelve‑month recurring revenues dollar‑based net retention rate was 109%, versus 110% previously.
How profitable was Bentley Systems (BSY) in Q1 2026?
Bentley Systems generated Q1 2026 operating income of $126.3 million, yielding an operating income margin of 29.8%. AOI less Operating SBC was $140.9 million, with a margin of 33.2%. Adjusted net income was $122.6 million, and Adjusted EPS was $0.38, up from $0.35.
What was Bentley Systems (BSY) free cash flow in Q1 2026?
Free cash flow for Bentley Systems in Q1 2026 was $187.9 million, derived from cash flows from operating activities of $193.4 million less $5.6 million of capital expenditures and capitalized software. This compares with free cash flow of $216.4 million for the same period in 2025.
How did Bentley Systems (BSY) change its capital structure in early 2026?
Bentley Systems repaid its 2026 convertible notes at maturity and, on April 23, 2026, entered a new $550 million term loan under its credit facility’s accordion feature. This increased total borrowing capacity to $1.85 billion and kept net debt leverage under 2x.
What non-GAAP measures does Bentley Systems (BSY) emphasize in Q1 2026?
Bentley Systems highlights AOI less Operating SBC as its primary performance measure, along with Adjusted operating income, Adjusted net income, Adjusted EPS, free cash flow, Adjusted EBITDA, constant-currency growth, ARR, and last twelve‑month recurring revenues dollar‑based net retention rate, each reconciled to comparable GAAP metrics.