Bentley Systems (NASDAQ: BSY) lifts 2025 sales and cash flow

Rhea-AI Filing Summary

Bentley Systems reported solid growth for the quarter and year ended December 31, 2025 and outlined its 2026 outlook. Fourth-quarter total revenues were $391.6 million, up 11.9%, with subscriptions at $356.6 million. Annualized recurring revenues reached $1,462.1 million, up from $1,283.3 million, an 11.5% constant currency growth rate. Operating income margin improved to 20.0%, and Adjusted EPS rose to $0.27 from $0.21.

For full-year 2025, total revenues were $1,501.8 million, up 11.0%, with subscriptions at $1,376.7 million, up 12.5%. Net income per diluted share increased to $0.85, while Adjusted EPS grew to $1.21. Free cash flow rose to $520.2 million from $421.2 million, and operating cash flows reached $538.5 million. The company highlighted strong ARR quality, higher margins, and lowered net debt leverage to 2.1 times, aided by repaying $678 million of 0.125% convertible notes and drawing $610 million from revolving credit facilities.

The board declared a first-quarter 2026 dividend of $0.07 per share, payable on March 19, 2026 to Class A and Class B stockholders of record on March 10, 2026. For 2026, Bentley targets total revenues of $1,685–$1,715 million (constant currency growth of 11–13%), ARR growth of 10.5–12.5%, AOI less Operating SBC of $495–$510 million, and free cash flow of $500–$570 million. Management also emphasized AI-driven opportunities, recent acquisitions of Talon Aerolytics and Pointivo’s technology to strengthen Asset Analytics, and continued focus on programmatic acquisitions, dividends, and share repurchases.

Positive

• Strong 2025 growth and profitability: Total revenues rose 11.0% to $1.50 billion, subscriptions climbed 12.5%, operating margin increased to 24.1%, and Adjusted EPS advanced to $1.21 from $1.07.
• Robust cash generation and deleveraging: Free cash flow grew to $520.2 million from $421.2 million, net debt leverage fell to 2.1x, and the company repaid $678 million of 0.125% convertible notes.
• Supportive 2026 outlook and capital returns: Management targets 11–13% constant currency revenue growth, 10.5–12.5% ARR growth, $500–$570 million free cash flow, and declared a $0.07 per share quarterly dividend.

Negative

• None.

Insights

Equity analyst – infrastructure software

Double‑digit growth, rising margins, strong cash generation, and clear 2026 targets signal broadly positive fundamentals.

Bentley Systems delivered full-year 2025 revenue of $1.50 billion, up 11.0%, with subscriptions up 12.5%, underscoring the strength of its recurring model. ARR climbed to $1.46 billion with an 11.5% constant currency growth rate and a last twelve‑month recurring revenues net retention rate of 109%, indicating stable expansion within the existing customer base.

Profitability improved meaningfully. Operating income margin increased to 24.1%, while AOI less SBC margin rose to 28.6%. Free cash flow reached $520.2 million, well above $421.2 million a year earlier, giving the company flexibility to manage debt, fund acquisitions, and return capital through dividends and repurchases. Management reported net debt leverage at 2.1 times, a four‑year low, after repaying $678 million of 0.125% convertible notes and using its revolving credit facilities.

The 2026 outlook calls for constant currency revenue growth of 11–13%, ARR growth of 10.5–12.5%, AOI less Operating SBC of $495–$510 million, and free cash flow of $500–$570 million, paired with an ongoing quarterly dividend of $0.07 per share. Management also highlighted AI and Asset Analytics, supported by the Talon Aerolytics and Pointivo acquisitions, as growth themes. Actual outcomes will depend on macro conditions, integration of acquisitions, and execution against these targets, as noted in the forward‑looking caution.

0001031308FALSE00010313082026-02-262026-02-26

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): February 26, 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, 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 2.02 Results of Operations and Financial Condition.

On February 26, 2026, Bentley Systems, Incorporated (the “Company”) issued a press release announcing its financial results for the three months and year ended December 31, 2025. 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 8.01 Other Events.

On February 26, 2026, the Company announced that its Board of Directors (the “Board”) declared a $0.07 per share dividend for the first quarter of 2026. The cash dividend will be payable on March 19, 2026 to all stockholders of record of Class A and Class B common stock as of the close of business on March 10, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press release dated February 26, 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: February 26, 2026						By:			/s/ WERNER ANDRE
						Name:			Werner Andre
						Title:			Chief Financial Officer

Exhibit 99.1

Bentley Systems Announces Fourth Quarter and Full Year 2025 Results and 2026 Financial Outlook

Declares Quarterly Dividend

EXTON, PA – February 26, 2026 – Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today announced results for the quarter ended December 31, 2025 and its financial outlook for 2026.

Fourth Quarter 2025 Results

•Total revenues were $391.6 million, up 11.9% or 9.7% on a constant currency basis, year-over-year;

•Subscriptions revenues were $356.6 million, up 13.0% or 10.8% on a constant currency basis, year-over-year;

•Annualized Recurring Revenues (“ARR”) were $1,462.1 million as of December 31, 2025, compared to $1,283.3 million as of December 31, 2024; 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 20.0%, compared to 17.6% for the same period last year;

•Adjusted operating income less stock-based compensation expense (“AOI less SBC”) margin was 24.1%, compared to 21.5% for the same period last year;

•Net income per diluted share was $0.18, compared to $0.16 for the same period last year;

•Adjusted net income per diluted share (“Adjusted EPS”) was $0.27, compared to $0.21 for the same period last year;

•Cash flows from operating activities were $141.6 million, compared to $81.6 million for the same period last year; and

•Free cash flow was $136.2 million, compared to $76.1 million for the same period last year.

Full Year 2025 Results

•Total revenues were $1,501.8 million, up 11.0% or 10.1% on a constant currency basis over 2024;

•Subscriptions revenues were $1,376.7 million, up 12.5% or 11.7% on a constant currency basis over 2024;

•Operating income margin was 24.1%, compared to 22.3% for 2024;

•AOI less SBC margin was 28.6%, compared to 27.5% for 2024;

•Net income per diluted share was $0.85, compared to $0.72 for 2024;

•Adjusted EPS was $1.21, compared to $1.07 for 2024;

•Cash flows from operating activities were $538.5 million, compared to $435.3 million for 2024; and

•Free cash flow was $520.2 million, compared to $421.2 million for 2024.

Executive Chair Greg Bentley said, “BSY’s stalwart operating results and strategic acquisitions in 2025 set the stage for what I expect to be—increasingly accelerated by AI!—even better days and decades ahead, for colleagues, user organizations, and shareholders. Throughout crosscurrents of evolution within infrastructure engineering our consumption-based business model proves consistently reliable in aggregate. AI-agentic automation can greatly increase the value generated by our modeling and simulation functionality—and ultimately captured through A(P)I consumption—in optimizing infrastructure designs.

“A tremendous incremental opportunity for us has already been opened by AI, for continuous optimization of infrastructure operations and maintenance. Now, it is gratifying to report the long-anticipated critical mass being achieved through our Asset Analytics platform with the acquisitions of Pointivo and of Talon. This positions us for asset consumption leadership, proceeding from roadways and communications towers to the integrated grid for energy transmission and distribution. Here’s to 2026!”

CEO Nicholas Cumins said, “We delivered a strong finish to the year, giving us great momentum for our 2026 outlook, and I want to thank our colleagues for their outstanding dedication and our users for their continued partnership. The standout growth of our Seequent business continues to successfully expand our addressable market into critical resources. In parallel, we are building momentum in AI, from the growing commercial traction of Bentley Asset Analytics in operations, to our strategic push in the foundational area of AI in design—where we see enormous potential and are building the market to secure long-term leadership.”

CFO Werner Andre said, “Our 2025 results reflect a year of disciplined execution where we delivered on our commitments across the board. Our constant-currency growth of 11.5% in ARR, with less than half of a percent onboarded with acquisitions, was of notably high quality. Adjusted Operating Income less Stock-Based Compensation expense margin of 28.6% achieved our year-over-year margin improvement target of 100 basis-points (in constant currency), and free cash flow of $520 million significantly exceeded our raised outlook by virtue of strong collections and effective working capital management.

“We enter 2026 from a position of financial strength, having reduced our net debt leverage to a healthy 2.1 times, a four-year low, while the retirement of our 2026 convertible notes in January reduced our fully-diluted share count by approximately 3%. Our current leverage range and cash generation affords capacity to fund dividends, ongoing share repurchases, and up to $400 million in programmatic acquisitions annually. We are confident in our consistent outlook for 2026, starting with ARR growth range, again, of 10.5% to 12.5%.”

Recent Developments

•On January 5, 2026, we announced the acquisitions of Talon Aerolytics and the technology and technical expertise of Pointivo. These acquisitions, which closed in December, significantly strengthen our Asset Analytics portfolio, which applies digital twins and AI to help owner-operators improve asset performance and resilience across infrastructure sectors; and

•On January 15, 2026, we announced we repaid at maturity the $678 million principal balance and accrued interest on our 0.125% Convertible Senior Notes due 2026. The repayment was funded by cash on hand and $610 million drawn from our previously unused revolving credit facilities. $575 million of 0.375% Convertible Senior Notes due mid-2027 remain outstanding.

2026 Financial Outlook

The Company is sharing the following financial outlook for the full year 2026:

•Total revenues in the range of $1,685 million to $1,715 million, or growth rate of 11% to 13% in constant currency;

•Subscriptions revenues growth rate of 11% to 13% in constant currency;

•Perpetual licenses revenues growth rate approximately flat in constant currency;

•Services revenues growth rate of 15% to 20% in constant currency;

•Constant currency ARR growth rate (business performance, including programmatic acquisitions) of 10.5% to 12.5%;

•Adjusted operating income less operating stock-based compensation expense (“AOI less Operating SBC”) of $495 million to $510 million (representing annual margin improvement of approximately 100 bps in constant currency);

•Effective tax rate of approximately 21%; and

•Free cash flows in the range of $500 million to $570 million.

The 2026 outlook information provided above includes non-GAAP financial measures management uses in measuring performance and liquidity. The Company is unable to reconcile these forward-looking non-GAAP measures to GAAP without unreasonable efforts because it is not possible to predict with a reasonable degree of certainty the actual impact of certain items and unanticipated events, including stock‑based compensation charges, amortization of acquired intangible assets, realignment expenses, and other items, which would be included in GAAP results. The impact of such items and unanticipated events could be potentially significant.

The 2026 outlook is forward-looking, subject to significant business, economic, regulatory, and competitive uncertainties and contingencies, many of which are beyond the control of the Company and its management, and based upon assumptions with respect to future decisions, which are subject to change. Actual results may vary and those variations may be material. As such, our results may not fall within the ranges contained in this outlook. The Company uses these forward-looking measures to evaluate its ongoing operations and for internal planning and forecasting purposes.

First Quarter 2026 Dividend Declaration

On February 23, 2026, the Company’s Board of Directors declared a $0.07 per share dividend for the first quarter of 2026. The cash dividend is payable on March 19, 2026 to all stockholders of record of Class A and Class B common stock as of the close of business on March 10, 2026.

Call Details

Bentley Systems will host a live Zoom video webinar on February 26, 2026 at 8:15 a.m. EST to discuss results for its fourth quarter ended December 31, 2025.

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_IDE1r6AxQBK6Ltjwe2tpJg#/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.

In future periods, we will discuss AOI less Operating SBC rather than AOI less SBC as our primary performance measure, as management believes AOI less Operating SBC better captures the Company’s core business operating results. AOI less Operating SBC excludes certain expenses and charges, including cash- and equity-settled retention incentives provided to key employees of acquired companies, which we believe may not be indicative of the Company’s core business operating results. For comparability, we have provided reconciliations of our non‑GAAP primary performance measure under both the current and future period definitions for all periods presented.

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, the Bentley logo, Pointivo, Seequent, and Talon 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)

						December 31,
						2025						2024
Assets
Current assets:
Cash and cash equivalents						$	123,278					$	64,009
Accounts receivable						350,299						322,862
Allowance for doubtful accounts						(7,609)						(8,395)
Prepaid income taxes						19,805						13,066
Prepaid and other current assets						53,260						50,531
Total current assets						539,033						442,073
Property and equipment, net						36,031						33,798
Operating lease right-of-use assets						31,141						32,303
Intangible assets, net						193,018						213,959
Goodwill						2,482,154						2,367,179
Investments						27,920						25,764
Deferred income taxes						170,368						198,286
Other assets						75,502						86,445
Total assets						$	3,555,167					$	3,399,807
Liabilities and Equity
Current liabilities:
Accounts payable						$	26,952					$	16,479
Accruals and other current liabilities						173,255						169,522
Cloud Services Subscription deposits						463,312						366,895
Deferred revenues						278,244						245,729
Operating lease liabilities						13,669						11,656
Income taxes payable						4,778						4,053
Current portion of long-term debt						—						—
Total current liabilities						960,210						814,334
Long-term debt						1,248,912						1,388,088
Deferred compensation plan liabilities						106,831						96,684
Long-term operating lease liabilities						22,150						26,894
Deferred revenues						18,410						16,641
Deferred income taxes						4,368						8,612
Income taxes payable						—						3,615
Other liabilities						4,794						3,819
Total liabilities						2,365,675						2,358,687
Equity:
Common stock						3,024						3,020
Additional paid-in capital						1,301,205						1,217,986
Accumulated other comprehensive loss						(74,558)						(104,078)
Accumulated deficit						(40,258)						(75,941)
Total Bentley Systems stockholders’ equity						1,189,413						1,040,987
Noncontrolling interest						79						133
Total equity						1,189,492						1,041,120
Total liabilities and equity						$	3,555,167					$	3,399,807

BENTLEY SYSTEMS, INCORPORATED

Consolidated Statements of Operations

(in thousands, except share and per share data)

(unaudited)

						Three Months Ended												Year Ended
						December 31,												December 31,
						2025						2024						2025						2024
Revenues:
Subscriptions						$	356,633					$	315,590					$	1,376,696					$	1,223,362
Perpetual licenses						14,282						14,312						46,180						45,961
Subscriptions and licenses						370,915						329,902						1,422,876						1,269,323
Services						20,667						19,920						78,903						83,772
Total revenues						391,582						349,822						1,501,779						1,353,095
Cost of revenues:
Cost of subscriptions and licenses						53,325						46,470						201,405						173,340
Cost of services						17,575						21,442						76,125						84,427
Total cost of revenues						70,900						67,912						277,530						257,767
Gross profit						320,682						281,910						1,224,249						1,095,328
Operating expense (income):
Research and development						80,990						77,099						307,576						281,247
Selling and marketing						84,504						78,722						289,543						255,177
General and administrative						66,429						57,679						217,332						210,374
Deferred compensation plan						2,038						(1,283)						14,409						12,382
Amortization of purchased intangibles						8,211						8,281						32,768						33,998
Total operating expenses						242,172						220,498						861,628						793,178
Income from operations						78,510						61,412						362,621						302,150
Interest expense, net						(2,381)						(5,755)						(12,435)						(22,044)
Other (expense) income, net						(243)						8,619						547						12,949
Income before income taxes						75,886						64,276						350,733						293,055
Provision for income taxes						(17,357)						(14,627)						(72,977)						(58,726)
Equity in net income of investees, net of tax						138						90						38						104
Net income						58,667						49,739						277,794						234,433
Less: Net income (loss) attributable to noncontrolling interest						29						(354)						(67)						(354)
Net income attributable to Bentley Systems						$	58,638					$	50,093					$	277,861					$	234,787
Net income per share attributable to Bentley Systems stockholders:
Basic						$	0.19					$	0.16					$	0.88					$	0.75
Diluted						$	0.18					$	0.16					$	0.85					$	0.72
Weighted average shares:
Basic						314,203,618						315,035,554						314,690,707						314,886,615
Diluted						332,633,891						333,874,529						333,089,213						333,774,167

BENTLEY SYSTEMS, INCORPORATED

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

						Year Ended
						December 31,
						2025						2024
Cash flows from operating activities:
Net income						$	277,794					$	234,433
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, and impairment						65,880						64,608
Deferred income taxes						24,333						12,571
Stock-based compensation expense						72,576						74,417
Deferred compensation plan						14,409						12,382
Amortization of deferred debt issuance costs						7,575						7,338
Change in fair value of derivative						10,238						(10)
Foreign currency remeasurement loss (gain)						664						(785)
Other						5,674						7,794
Changes in assets and liabilities, net of effect from acquisitions:
Accounts receivable						(18,584)						(32,064)
Prepaid and other assets						10,543						(6,006)
Accounts payable, accruals, and other liabilities						(18,440)						(16,642)
Cloud Services Subscription deposits						77,190						91,595
Deferred revenues						19,006						(1,789)
Income taxes payable, net of prepaid income taxes						(10,394)						(12,550)
Net cash provided by operating activities						538,464						435,292
Cash flows from investing activities:
Purchases of property and equipment and investment in capitalized software						(18,255)						(14,046)
Acquisitions, net of cash acquired						(93,252)						(130,407)
Purchases of investments						(981)						(1,435)
Other						179						2,621
Net cash used in investing activities						(112,309)						(143,267)
Cash flows from financing activities:
Proceeds from credit facilities						289,567						517,643
Payments of credit facilities						(424,882)						(474,356)
Repayments of term loan						—						(190,000)
Repurchase of convertible senior notes						(9,797)						—
Payments of debt issuance costs						—						(6,184)
Payments of contingent and non-contingent consideration						(310)						(3,022)
Payments of dividends						(84,963)						(72,115)
Proceeds from stock purchases under employee stock purchase plan						11,534						11,228
Proceeds from exercise of stock options						—						4,007
Payments for shares acquired including shares withheld for taxes						(32,187)						(12,504)
Repurchases of Class B common stock under approved program						(125,057)						(64,359)
Other						(203)						(188)
Net cash used in financing activities						(376,298)						(289,850)
Effect of exchange rate changes on cash and cash equivalents						9,412						(6,578)
Increase (decrease) in cash and cash equivalents						59,269						(4,403)
Cash and cash equivalents, beginning of year						64,009						68,412
Cash and cash equivalents, end of year						$	123,278					$	64,009

BENTLEY SYSTEMS, INCORPORATED

Reconciliation of GAAP to Non-GAAP Financial Measures

(in thousands, except share and per share data)

(unaudited)

Current Periods Definition: Reconciliation of operating income to AOI less SBC and to Adjusted operating income:

						Three Months Ended												Year Ended
						December 31,												December 31,
						2025						2024						2025						2024
Operating income						$	78,510					$	61,412					$	362,621					$	302,150
Amortization of purchased intangibles						11,470						11,520						45,658						46,679
Deferred compensation plan						2,038						(1,283)						14,409						12,382
Acquisition expenses (cash-settled)						2,430						3,440						7,229						10,222
Realignment (income) expenses						—						(29)						—						789
AOI less SBC						94,448						75,060						429,917						372,222
Stock-based compensation expense						17,452						16,417						71,949						73,505
Adjusted operating income						$	111,900					$	91,477					$	501,866					$	445,727

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

						Three Months Ended												Year Ended
						December 31,												December 31,
						2025						2024						2025						2024
Operating income						$	78,510					$	61,412					$	362,621					$	302,150
Amortization of purchased intangibles						11,470						11,520						45,658						46,679
Deferred compensation plan						2,038						(1,283)						14,409						12,382
Acquisition expenses (cash- and equity-settled)						3,771						5,604						13,767						16,752
Realignment (income) expenses						—						(29)						—						789
AOI less Operating SBC						95,789						77,224						436,455						378,752
Operating stock-based compensation expense						16,111						14,253						65,411						66,975
Adjusted operating income						$	111,900					$	91,477					$	501,866					$	445,727

Reconciliation of net income attributable to Bentley Systems to Adjusted net income:

			Three Months Ended																								Year Ended
			December 31,																								December 31,
			2025												2024												2025												2024
			$						EPS(1)						$						EPS(1)						$						EPS(1)						$						EPS(1)
Net income attributable to Bentley Systems			$	58,638					$	0.18					$	50,093					$	0.16					$	277,861					$	0.85					$	234,787					$	0.72
Non-GAAP adjustments, prior to income taxes:
Amortization of purchased intangibles			11,470						0.03						11,520						0.03						45,658						0.14						46,679						0.14
Stock-based compensation expense			17,452						0.05						16,417						0.05						71,949						0.22						73,505						0.22
Deferred compensation plan			2,038						0.01						(1,283)						—						14,409						0.04						12,382						0.04
Acquisition expenses (cash-settled)			2,430						0.01						3,440						0.01						7,229						0.02						10,222						0.03
Realignment (income) expenses			—						—						(29)						—						—						—						789						—
Other expense (income), net			243						—						(8,619)						(0.03)						(547)						—						(12,949)						(0.04)
Total non-GAAP adjustments, prior to income taxes			33,633						0.10						21,446						0.06						138,698						0.42						130,628						0.39
Income tax effect of non-GAAP adjustments			(4,620)						(0.01)						(2,775)						(0.01)						(20,795)						(0.06)						(14,375)						(0.04)
Equity in net income of investees, net of tax			(138)						—						(90)						—						(38)						—						(104)						—
Adjusted net income(2)			$	87,513					$	0.27					$	68,674					$	0.21					$	395,726					$	1.21					$	350,936					$	1.07
Adjusted diluted weighted average shares			332,633,891												333,874,529												333,089,213												333,774,167

(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 $1,715 and $1,717 for the three months ended December 31, 2025 and 2024, respectively, and $6,720 and $6,880 for the years ended December 31, 2025 and 2024, respectively, related to interest expense, net of tax, attributable to the convertible senior notes using the if‑converted method.

Reconciliation of cash flows from operating activities to free cash flow:

			Three Months Ended												Year Ended
			December 31,												December 31,
			2025						2024						2025						2024
Cash flows from operating activities			$	141,588					$	81,632					$	538,464					$	435,292
Purchases of property and equipment and investment in capitalized software			(5,419)						(5,547)						(18,255)						(14,046)
Free cash flow			$	136,169					$	76,085					$	520,209					$	421,246

Reconciliation of cash flows from operating activities to Adjusted EBITDA:

			Three Months Ended												Year Ended
			December 31,												December 31,
			2025						2024						2025						2024
Cash flows from operating activities			$	141,588					$	81,632					$	538,464					$	435,292
Cash interest			2,002						5,072						7,846						17,202
Cash taxes			25,068						24,503						59,095						57,526
Cash deferred compensation plan distributions			—						—						3,766						2,436
Cash acquisition expenses			1,520						2,951						10,874						8,522
Cash realignment costs			—						162						—						12,768
Changes in operating assets and liabilities			(49,855)						(14,351)						(86,894)						(59,069)
Other(1)			(1,744)						(2,089)						(7,390)						(9,309)
Adjusted EBITDA			$	118,579					$	97,880					$	525,761					$	465,368

(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 December 31, 2025																		Three Months Ended December 31, 2024
			Actual						Impact of Foreign Exchange at 2024 Rates						Constant Currency						Actual						Impact of Foreign Exchange at 2024 Rates						Constant Currency
Total revenues			$	391,582					$	(8,008)					$	383,574					$	349,822					$	(317)					$	349,505
Subscriptions revenues			$	356,633					$	(7,442)					$	349,191					$	315,590					$	(330)					$	315,260

			Year Ended December 31, 2025																		Year Ended December 31, 2024
			Actual						Impact of Foreign Exchange at 2024 Rates						Constant Currency						Actual						Impact of Foreign Exchange at 2024 Rates						Constant Currency
Total revenues			$	1,501,779					$	(12,387)					$	1,489,392					$	1,353,095					$	(797)					$	1,352,298
Subscriptions revenues			$	1,376,696					$	(11,533)					$	1,365,163					$	1,223,362					$	(791)					$	1,222,571

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 Annual Report on Form 10‑K 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.

Current Periods Definition: Adjusted operating income less stock-based compensation expense (“AOI less SBC”)

AOI less SBC is a non-GAAP financial measure and was 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 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-settled retention incentives provided to key employees of acquired companies), and realignment expenses (income), for the respective periods.

AOI less SBC was our primary performance measure, which excludes certain expenses and charges, including cash-settled retention incentives provided to key employees of acquired companies, as we believed these may not be indicative of the Company’s core business operating results. We intentionally included stock-based compensation expense in this measure as we believed it better captured the economic costs of our business.

Management used 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 was also a significant performance measure in certain of our executive incentive compensation programs.

AOI less SBC margin is calculated by dividing AOI less SBC by total revenues.

Future Periods Definition: 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 will be our primary performance measure, which excludes certain expenses and charges, including cash- and equity-settled retention incentives provided to key employees of acquired companies, which we believe may not be indicative of the Company’s core business operating results. We intentionally include operating stock-based compensation expense 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 expected to be 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.

Current Periods Definition: 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-settled retention incentives provided to key employees of acquired companies), realignment expenses (income), and stock‑based compensation expense, for the respective periods.

Future Periods Definition: 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-based retention incentives provided to key employees of acquired companies), realignment expenses (income), and operating stock‑based compensation expense, 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, stock‑based compensation expense, expense (income) relating to deferred compensation plan liabilities, acquisition expenses (inclusive of cash-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 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 Q4 2025?

Bentley Systems reported Q4 2025 total revenues of $391.6 million, up 11.9% year-over-year, with subscriptions at $356.6 million. Operating income margin improved to 20.0%, net income per diluted share was $0.18, and Adjusted EPS increased to $0.27.

What were Bentley Systems’ full-year 2025 results?

For 2025, Bentley Systems generated total revenues of $1,501.8 million, up 11.0%, and subscriptions revenues of $1,376.7 million, up 12.5%. Net income per diluted share was $0.85, Adjusted EPS reached $1.21, and free cash flow increased to $520.2 million.

What 2026 financial outlook did Bentley Systems (BSY) provide?

Bentley Systems expects 2026 total revenues between $1,685 million and $1,715 million, implying 11–13% constant currency growth. It guides to ARR growth of 10.5–12.5%, AOI less Operating SBC of $495–$510 million, and free cash flow of $500–$570 million.

What dividend did Bentley Systems declare for the first quarter of 2026?

The board declared a quarterly cash dividend of $0.07 per share for Q1 2026. It will be paid on March 19, 2026 to all Class A and Class B stockholders of record as of the close of business on March 10, 2026.

How is Bentley Systems managing its debt and leverage?

Bentley Systems reduced net debt leverage to 2.1 times, a four‑year low, and repaid at maturity the $678 million principal and accrued interest on its 0.125% Convertible Senior Notes due 2026, funded by cash on hand and a $610 million revolver draw.

What role do AI and recent acquisitions play in Bentley Systems’ strategy?

Management highlighted AI and Asset Analytics as key opportunities. The company closed acquisitions of Talon Aerolytics and the technology and expertise of Pointivo, which enhance its Asset Analytics portfolio that uses digital twins and AI to improve infrastructure asset performance.

How does Bentley Systems use non-GAAP metrics like AOI less Operating SBC and free cash flow?

Bentley uses AOI less Operating SBC, Adjusted EPS, free cash flow, ARR, and constant currency measures to evaluate underlying performance, liquidity, and scale. These metrics adjust for items like amortization, acquisition-related costs, and stock-based compensation and are reconciled to GAAP figures in the disclosure.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 360.1 KB
• EX-99.2 EX-99.2 32.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB