BSY 8-K: Q3 2025 and nine-month results furnished with exhibits

Rhea-AI Filing Summary

Bentley Systems, Incorporated furnished an 8-K announcing it issued a press release with financial results for the three and nine months ended September 30, 2025. The company provided an explanation of its non-GAAP measures and included reconciliations to comparable GAAP metrics.

The materials were furnished, not filed, and are available as Exhibit 99.1 (press release) and Exhibit 99.2 (non-GAAP measures), with the cover page Inline XBRL data included as Exhibit 104.

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.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

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

Date of Report (Date of earliest event reported): November 5, 2025

___________________________________

BENTLEY SYSTEMS, INCORPORATED

(Exact name of registrant as specified in its charter)

___________________________________

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

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

___________________________________

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

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

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

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

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

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Class B Common Stock, $0.01 Par Value

BSY

The Nasdaq Stock Market LLC

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

Emerging growth company ☐

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

Item 2.02 Results of Operations and Financial Condition.

On November 5, 2025, Bentley Systems, Incorporated (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press release dated November 5, 2025
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: November 5, 2025						By:			/s/ WERNER ANDRE
						Name:			Werner Andre
						Title:			Chief Financial Officer

FAQ

What did BSY disclose in this 8-K?

The company furnished a press release with financial results for the three and nine months ended September 30, 2025, plus an explanation of non-GAAP measures.

Which periods are covered by Bentley Systems’ results?

Results cover the three and nine months ended September 30, 2025.

Are non-GAAP measures reconciled to GAAP?

Yes. Reconciliations to the most directly comparable GAAP measures are included in the press release.

Are the materials furnished or filed?

They are furnished under Item 2.02 and are not deemed filed under Section 18 of the Exchange Act.

What exhibits are included with the 8-K?

Exhibit 99.1 (press release), Exhibit 99.2 (Explanation of Non-GAAP and Other Financial Measures), and Exhibit 104 (Cover Page Inline XBRL).

What is Bentley Systems’ trading symbol and exchange?

Class B common stock trades as BSY on The Nasdaq Stock Market LLC.