BENTLEY SYSTEMS INC - Quarter Report: 2025 June (Form 10-Q)

Shares issued for stock grants, net — — — — Stock-based compensation expense— — — — — Shares related to restricted stock, net ()— ()()— ()Repurchases of Class B common stock under approved program()()— — ()()— ()Balance, June 30, 2024 $ $ $()$()$ $ $

Six Months Ended June 30, 2024

Total

Accumulated

Bentley

Class A and Class B

Additional

Other

Systems

Non-

Common Stock

Paid-In

Comprehensive

Accumulated

Stockholders'

Controlling

Total

Par Value

Capital

Loss

Deficit

Equity

Interest

Equity

Balance, December 31, 2023

()

Net income

—

Other comprehensive loss

—

()

—

()

—

()

Dividends declared

—

()

—

()

Shares issued in connection with deferred compensation plan

()

—

Deferred compensation plan elective participant deferrals

—

Shares issued in connection with executive bonus plan

—

Shares issued in connection with employee stock purchase plan, net

—

()

—

Stock option exercises, net

—

()

—

Shares issued for stock grants, net

—

Stock-based compensation expense

—

Shares related to restricted stock, net

()

—

()

—

()

Repurchases of Class B common stock under approved program

()

—

()

—

()

Repurchase of convertible senior notes

()

Repayments of term loan

()

Payments of contingent and non-contingent consideration

()

Payments of dividends

()

Proceeds from stock purchases under employee stock purchase plan

Proceeds from exercise of stock options

Payments for shares acquired including shares withheld for taxes

()

Repurchases of Class B common stock under approved program

()

Other

()

Net cash used in financing activities

()

Effect of exchange rate changes on cash and cash equivalents

()

Increase (decrease) in cash and cash equivalents

()

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

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BENTLEY SYSTEMS, INCORPORATED

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

)))))


		Six Months Ended
		June 30,
		2025	2024
Supplemental information:
Cash paid for income taxes		$	$
Income tax refunds		$	$
Interest paid		$	$
Non-cash investing and financing activities:



Foreign currency translation adjustments
Other adjustments
Balance, June 30, 2025	$

Other Intangible Assets

- years$ $()$ $ $()$ Customer relationships

- years

() () Trademarks

- years

() () Non-compete agreements

years

() () Total intangible assets$ $()$ $ $()$

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$ $ $ Amortization of purchased intangibles Total amortization expense$ $ $ $

Note 7:

$ Equity method investments Total investments$ $

Cost Method Investments

The Company invests in technology development companies, generally in the form of equity interests or convertible notes. During the six months ended June 30, 2025 and 2024, the Company invested a total of $ and $, respectively. As of June 30, 2025 and December 31, 2024, $ of the total cost method investment balance relates to the Company’s equity interest in Worldsensing, a leading global connectivity hardware platform company for infrastructure monitoring.

During the second quarter of 2024, the Company acquired a business from Teralytics Holdings AG (“Teralytics”) for $. During the fourth quarter of 2024, the Company sold its ownership percentage in Teralytics, which resulted in gain or loss.

Note 8:

to , some of which include one or more options to renew, with renewal terms from to and some of which include options to terminate the leases from less than to .

$ $ $ Variable lease cost Total operating lease cost$ $ $ $

(1)Operating lease cost includes rent cost related to operating leases for office facilities of $ and $ for the three months ended June 30, 2025 and 2024, respectively, and $ and $ for the six months ended June 30, 2025 and 2024, respectively.

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$ Right-of-use assets obtained in exchange for new operating lease liabilities$ $

The weighted average remaining lease term for operating leases was years and years as of June 30, 2025 and December 31, 2024, respectively. The weighted average discount rate was % and % as of June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025, the Company had additional minimum operating lease payments of $ for executed leases that have not yet commenced, primarily for office locations.

Note 9:

$ Accrued compensation Other accrued and current liabilities Total accruals and other current liabilities$ $

Note 10:

$ Convertible senior notes due January 2026 (the “2026 Notes”) Convertible senior notes due July 2027 (the “2027 Notes”) Unamortized debt issuance costs()()Total debt Less: Current portion of long-term debt Long-term debt$ $

The Company had $ of letters of credit outstanding as of June 30, 2025 and December 31, 2024 under its second amended and restated credit agreement, entered into on October 18, 2024 with a syndicate of banks (the “Credit Facility”). As of June 30, 2025 and December 31, 2024, the Company had $ and $, respectively, available under the Credit Facility.

As of June 30, 2025 and December 31, 2024, the Company was in compliance with all debt covenants and none of the conditions of the 2026 Notes or 2027 Notes to early convert had been met. Unless converted, upon maturity in January 2026, the Company will be required to repay the outstanding principal amount on the 2026 Notes, which, as of June 30, 2025, was $. As of June 30, 2025, the 2026 Notes were classified as long‑term in the consolidated balance sheets as the Company currently has the ability and intent to refinance them on a long‑term basis through available capacity under the Credit Facility.

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in cash to repurchase $ aggregate principal amount of its outstanding 2026 Notes through open market transactions resulting in an insignificant gain, which was recorded in Other (expense) income, net in the consolidated statements of operations for the six months ended June 30, 2025. The 2026 Notes were repurchased under the BSY Stock Repurchase Program (the “Repurchase Program”) authorization (see Note 13).

)$()$()$()Amortization of deferred debt issuance costs()()()()

Other interest expense

()()()()Interest income Interest expense, net$()$()$()$()

The weighted average interest rate on borrowings under the Credit Facility were % and % for the three months ended June 30, 2025 and 2024, respectively, and % and % for the six months ended June 30, 2025 and 2024, respectively.

Note 11:

and $ for the three months ended June 30, 2025 and 2024, respectively, and $ and $ for the six months ended June 30, 2025 and 2024, respectively.

following the end of the Performance Year and would otherwise be subject to the terms and conditions of the 2020 Plan.

During the three months ended March 31, 2025, the Company granted RSUs with a fair value of $ under the Career Stock Program based on the achievement of the performance goals for the year ended December 31, 2024. As of June 30, 2025, there was $ of unrecognized compensation expense related to unvested RSUs under the Career Stock Program, which is expected to be recognized over a weighted average period of approximately years.

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Note 12:

shares of Class B common stock reserved for issuance. As of June 30, 2025, shares of Class B common stock available for future issuance under the DCP were .

DCP elective participant deferrals were $ and $ for the three months ended June 30, 2025 and 2024, respectively, and $ and $ for the six months ended June 30, 2025 and 2024, respectively. discretionary contributions were made to the DCP during the three and six months ended June 30, 2025 and 2024. As of June 30, 2025 and December 31, 2024, phantom shares of the Company’s Class B common stock issuable by the DCP were and , respectively.

In August 2021, the Company’s Board of Directors approved an amendment to the DCP, which offered to certain active executives in the DCP a one‑time, short‑term election to reallocate a limited portion of their DCP holdings from phantom shares of the Company’s Class B common stock into other phantom investment funds. DCP participants’ holdings in phantom investment funds are classified as liabilities in either Accruals and other current liabilities or Deferred compensation plan liabilities in the consolidated balance sheets as they will be settled in cash upon eventual distribution. The deferred compensation plan liabilities are marked to market at the end of each reporting period, with changes in the liabilities recorded as an expense (income) to Deferred compensation plan in the consolidated statements of operations.

Deferred compensation plan expense was $ and $ for the three months ended June 30, 2025 and 2024, respectively, and $ and $ for the six months ended June 30, 2025 and 2024, respectively.

$ Deferred compensation plan liabilities Total DCP liabilities$ $

Note 13:

of the Company’s Class B common stock and/or outstanding convertible senior notes through . As of June 30, 2025, $ was available under the Company’s Board of Directors authorization for future repurchases of Class B common stock and/or outstanding convertible senior notes under the Repurchase Program.

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shares for $, and $ aggregate principal amount of the Company’s outstanding 2026 Notes for $ (see Note 10) under the Repurchase Program. During the six months ended June 30, 2024, the Company repurchased shares for $ under the Repurchase Program.

shares of Class B common stock to DCP participants in connection with distributions from the plan, net of shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $. During the six months ended June 30, 2024, the Company issued shares of Class B common stock to DCP participants in connection with distributions from the plan. There were shares sold back to the Company as they were issued on a gross basis during the six months ended June 30, 2024.

During the six months ended June 30, 2025, the Company issued shares of Class B common stock in connection with Bonus Plan incentive compensation, net of shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $. During the six months ended June 30, 2024, the Company issued shares of Class B common stock in connection with the Bonus Plan incentive compensation. There were shares sold back to the Company as they were issued on a gross basis during the six months ended June 30, 2024.

During the six months ended June 30, 2024, the Company issued shares of Class B common stock to colleagues who exercised their stock options, net of shares withheld at exercise to pay for the cost of the stock options, as well as for $ of applicable income tax withholdings. The Company received $ in cash proceeds from the exercise of stock options. The total intrinsic value of stock options exercised for the six months ended June 30, 2024 was $.

$ First quarter$ $ 2024:

(1)Included in Cash and cash equivalents in the consolidated balance sheets.

(2)Included in Other assets in the consolidated balance sheets.

(3)Included in Deferred compensation plan liabilities, except for current liabilities of $ and $ as of June 30, 2025 and December 31, 2024, respectively, which are included in Accruals and other current liabilities in the consolidated balance sheets.

(4)Included in Accruals and other current liabilities in the consolidated balance sheets.

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Note 18:

enter into any non‑cancelable future cash purchase commitments. During the year ended December 31, 2024, the Company entered into approximately $ of non‑cancelable future cash purchase commitments for services related to cloud provisioning of the Company’s software solutions and for internal‑use software costs. As of June 30, 2025, total non‑cancelable future cash purchase commitments were approximately $ to be paid through September 2029. The Company expects to fully consume its contractual commitments in the ordinary course of operations.

Litigation

From time to time, the Company is involved in certain legal actions arising in the ordinary course of business. In management’s opinion, based upon the advice of counsel, the outcome of such actions is not expected to have a material adverse effect on the Company’s future financial position, results of operations, or cash flows.

Note 19:

$ $ $

Amortization of purchased intangibles (see Note 6)

Deferred compensation plan

Acquisition expenses (1)

Realignment expenses (2)

AOI less SBC

$ $ $ $

Further explanation of certain of the Company’s adjustments in arriving at AOI less SBC are as follows:

(1)Acquisition expenses. The Company incurs expenses for professional services rendered in connection with business combinations, which are recorded in General and administrative in the consolidated statements of operations. Also included in the Company’s acquisition expenses are retention incentives paid to executives of the acquired companies.

(2)Realignment expenses. For the three and six months ended June 30, 2024, Realignment expenses were primarily associated with a strategic realignment program, which the Company initiated during the fourth quarter of 2023 (the “2023 Program”).

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and $ for the three months ended June 30, 2025 and 2024, respectively, and $ and $ for the six months ended June 30, 2025 and 2024, respectively, are included in Cost of subscriptions and licenses, Cost of services, Research and development, Selling and marketing, and General and administrative in the consolidated statements of operations.

Under the Company’s Net income measure of profit or loss for segment reporting purposes, other segment items were $ and $ for the three months ended June 30, 2025 and 2024, respectively, and $ and $ for the six months ended June 30, 2025 and 2024, respectively. These other segment items primarily include cloud‑related costs incurred for servicing the Company’s accounts using cloud provisioned solutions and the Company’s license administration platform, channel partner compensation for providing sales coverage to users, marketing costs, acquisition costs, depreciation expense, and amortization expense recorded in Cost of subscriptions and licenses, Cost of services, Research and development, Selling and marketing, and General and administrative. Additionally, other segment items include Deferred compensation plan expense (income), Amortization of purchased intangibles, and non‑operating expense (income) amounts presented in the consolidated statements of operations.

Under the Company’s AOI less SBC measure of profit or loss for segment reporting purposes, other segment items were $ and $ for the three months ended June 30, 2025 and 2024, respectively, and $ and $ for the six months ended June 30, 2025 and 2024, respectively. These other segment items primarily include cloud‑related costs incurred for servicing the Company’s accounts using cloud provisioned solutions and the Company’s license administration platform, channel partner compensation for providing sales coverage to users, marketing costs, and depreciation expense recorded in Cost of subscriptions and licenses, Cost of services, Research and development, Selling and marketing, and General and administrative. Within the reconciliation of AOI less SBC, retention incentives paid to executives of acquired companies included as a component of acquisition expenses and costs associated with the 2023 Program included as a component of realignment expenses totaling $ and $ for the three months ended June 30, 2025 and 2024, respectively, and $ and $ for the six months ended June 30, 2025 and 2024, respectively, are excluded from the calculation of headcount‑related costs.

$ EMEA APAC Total long-lived assets$ $

(1)Americas includes the U.S., Canada, and Latin America (including the Caribbean).

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Note 20:

)$()$()$

Foreign exchange (1)

()

Receipts related to interest rate swap

Other (expense) income, net

() ()

Total other (expense) income, net

$()$ $()$

(1)Foreign exchange gain (loss) is primarily attributable to foreign currency translation derived mainly from U.S. dollar denominated cash and cash equivalents, account receivables, customer deposits, and intercompany balances held by foreign subsidiaries.

Note 21:

and participating securities outstanding, respectively.

To compute the numerator of diluted net income per share attributable to Bentley Systems stockholders, interest expense, net of tax, attributable to the assumed conversion of the convertible senior notes using the if‑converted method is added back to basic net income attributable to Bentley Systems. To compute the denominator of diluted net income per share attributable to Bentley Systems stockholders, the basic weighted average number of shares is adjusted for the effect of dilutive securities, including awards under the Company’s equity compensation plans and ESPP using the treasury stock method, and for the dilutive effect of the assumed conversion of the convertible senior notes using the if‑converted method.

Except with respect to voting and conversion, the rights of the holders of the Company’s Class A and Class B common stock are identical. Each class of shares has the same rights to dividends and allocation of income (loss) and, therefore, net income per share attributable to Bentley Systems stockholders would not differ under the two‑class method.

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$ $ $

Less: Net income attributable to Bentley Systems allocated to participating securities

()()()()

Basic net income attributable to Bentley Systems stockholders

Add: Interest expense, net of tax, attributable to assumed conversion of convertible senior notes

Diluted net income attributable to Bentley Systems stockholders

$ $ $ $ Denominator:Basic weighted average shares Dilutive effect of stock options, restricted stock, and RSUs Dilutive effect of ESPP Dilutive effect of assumed conversion of convertible senior notes Diluted weighted average shares

Net income per share attributable to Bentley Systems stockholders:

Basic

$ $ $ $

Diluted

$ $ $ $

For the three and six months ended June 30, 2025, and RSUs, respectively, were excluded from the calculation of diluted net income per share attributable to Bentley Systems stockholders as including them would have an anti‑dilutive effect. There were anti‑dilutive securities for the three or six months ended June 30, 2024.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our unaudited consolidated financial statements and notes thereto appearing in Part I, Item 1 of this Quarterly Report on Form 10‑Q and with our audited consolidated financial statements and notes thereto included in our 2024 Annual Report on Form 10‑K.

All amounts presented in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, except share and per share amounts, are presented in thousands. Additionally, many of the amounts and percentages have been rounded for convenience of presentation. Minor differences in totals and percentage calculations may exist due to rounding.

Overview:

Bentley Systems is the infrastructure engineering software company. Our purpose is to advance the world’s infrastructure for better quality of life. We empower people to design, build, and operate better and more resilient infrastructure through the adoption of our intelligent digital twin solutions. We manage our business globally within one reportable segment, the development and marketing of computer software and related services, which is consistent with how our CODM reviews and manages our business.

Executive Summary:

•Total revenues were $364,106 for the three months ended June 30, 2025, up 10.2% or 9.2% on a constant currency basis(1) compared to the three months ended June 30, 2024. Total revenues were $734,648 for the six months ended June 30, 2025, up 10.0% or 10.1% on a constant currency basis(1) compared to the six months ended June 30, 2024;

•Subscriptions revenues were $333,452 for the three months ended June 30, 2025, up 12.1% or 11.2% on a constant currency basis(1) compared to the three months ended June 30, 2024. Subscriptions revenues were $675,770 for the six months ended June 30, 2025, up 11.8% or 11.9% on a constant currency basis(1) compared to the six months ended June 30, 2024;

•ARR(2) was $1,379,161 as of June 30, 2025, compared to $1,215,910 as of June 30, 2024, representing a constant currency(1) ARR growth rate(2) of 11.5%;

•Last twelve-month recurring revenues dollar-based net retention rate(2) was 109% as of June 30, 2025, compared to 108% as of June 30, 2024;

•Operating income was $84,430 for the three months ended June 30, 2025, compared to $80,177 for the three months ended June 30, 2024. Operating income was $199,614 for the six months ended June 30, 2025, compared to $172,108 for the six months ended June 30, 2024;

•AOI less SBC(1) was $105,223 for the three months ended June 30, 2025, compared to $95,293 for the three months ended June 30, 2024. AOI less SBC(1) was $231,443 for the six months ended June 30, 2025, compared to $207,638 for the six months ended June 30, 2024; and

•Cash flows from operations was $280,500 for the six months ended June 30, 2025, compared to $267,555 for the six months ended June 30, 2024.

(1)Constant currency and AOI less SBC are non‑GAAP financial measures. Refer to the “Non‑GAAP Financial Measures” section for additional information, including our definitions and our uses of constant currency and AOI less SBC.

(2)Refer to the “Key Business Metrics” section for additional information, including our definitions and our uses of ARR, ARR growth rate, and recurring revenues dollar-based net retention rate.

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Results of Operations:

Our results of operations have been, and in the future will be, affected by changes in foreign currency exchange rates. Other than the natural hedge attributable to matching revenues and expenses in the same currencies, we do not currently hedge foreign currency exposure. Additionally, because we have operations in, and derive revenue from, geographies around the world, we will continue to monitor the impact of tariffs and other trade policies on our business and the businesses of our accounts, as well as on our financial condition, results of operations, and/or cash flows.

We identify the effects of foreign currency on our operations and present constant currency growth rates and fluctuations because we believe exchange rates are an important factor in understanding period‑over‑period comparisons and enhance the understanding of our results and evaluation of our performance. Refer to the “Non‑GAAP Financial Measures” section for additional information, including our definition and our use of constant currency.

Revenues

Consolidated Revenues


					Change								Change
	Three Months Ended						Constant		Six Months Ended						Constant
	June 30,						Currency		June 30,						Currency
	2025		2024		%		%(1)		2025		2024		%		%(1)
Subscriptions	$	333,452	$	297,444	12.1	%	11.2	%	$	675,770	$	604,533	11.8	%	11.9	%
Perpetual licenses	10,193		10,863		(6.2	%)	(7.0	%)	20,985		20,375		3.0	%	3.3	%
Subscriptions and licenses	343,645		308,307		11.5	%	10.5	%	696,755		624,908		11.5	%	11.7	%
Services	20,461		22,030		(7.1	%)	(8.6	%)	37,893		43,192		(12.3	%)	(12.3	%)
Total revenues	$	364,106	$	330,337	10.2	%	9.2	%	$	734,648	$	668,100	10.0	%	10.1	%

(1)Constant currency is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for additional information, including our definition and our use of constant currency, and for a reconciliation of constant currency growth rates.

The increase in total revenues for the three and six months ended June 30, 2025 was primarily driven by an increase in subscriptions revenues, partially offset by a decrease in services revenues.

Subscriptions. For the three and six months ended June 30, 2025, the increase in subscriptions revenues was driven by improvements in our business performance of $36,008 ($33,157 on a constant currency basis) and $71,237 ($72,052 on a constant currency basis), respectively. Our business performance includes the impact from programmatic acquisitions, which generally are immaterial, individually and in the aggregate.

For the three and six months ended June 30, 2025, the improvements in business performance were primarily driven by expansion from accounts with revenues in the same period in the prior year (“existing accounts”), and growth of 3% attributable to new accounts, most notably small- and medium-sized accounts. Improvements in business performance for the three and six months ended June 30, 2025 were led by our engineering applications, followed by geoprofessional applications, and our Bentley Infrastructure Cloud.

Perpetual licenses. For the three months ended June 30, 2025, the decrease in perpetual licenses revenues was driven by a decline in our business performance of $670 ($762 on a constant currency basis). For the six months ended June 30, 2025, the increase in perpetual licenses revenues was driven by improvements in business performance of $610 ($681 on a constant currency basis).

Services. For the three and six months ended June 30, 2025, the decrease in services revenues was driven by a decline in our business performance of $1,569 ($1,894 on a constant currency basis) and $5,299 ($5,334 on a constant currency basis), respectively, driven primarily from weakness within Asset Performance Services.

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Revenues by Geographic Region

Revenue from external customers is attributed to individual countries based upon the location of the customer.


					Change								Change
	Three Months Ended						Constant		Six Months Ended						Constant
	June 30,						Currency		June 30,						Currency
	2025		2024		%		%(1)		2025		2024		%		%(1)
Americas	$	194,059	$	176,310	10.1	%	10.3	%	$	393,034	$	360,503	9.0	%	9.7	%
EMEA	105,414		95,865		10.0	%	6.2	%	212,419		190,579		11.5	%	10.2	%
APAC	64,633		58,162		11.1	%	11.0	%	129,195		117,018		10.4	%	11.2	%
Total revenues	$	364,106	$	330,337	10.2	%	9.2	%	$	734,648	$	668,100	10.0	%	10.1	%

Americas. For the three and six months ended June 30, 2025, the increase in revenues from the Americas was primarily driven by improvements in our business performance of $17,749 ($18,194 on a constant currency basis) and $32,531 ($34,858 on a constant currency basis), respectively.

The improvements in business performance for the three and six months ended June 30, 2025 were primarily due to expansion of our subscriptions revenues from existing accounts in the U.S. Partially offsetting these improvements, for the six months ended June 30, 2025, was a decline in services revenues.

EMEA. For the three and six months ended June 30, 2025, the increase in revenues from EMEA was primarily driven by improvements in our business performance of $9,549 ($5,926 on a constant currency basis) and $21,840 ($19,402 on a constant currency basis), respectively.

The improvements in business performance for the three months ended June 30, 2025 were primarily due to expansion of our subscriptions revenues from existing accounts in the United Kingdom, Central Europe, the Middle East, and Africa.

The improvements in business performance for the six months ended June 30, 2025 were primarily due to expansion of our subscriptions revenues from existing accounts in the United Kingdom, the Middle East, and Africa, partially offset by a decline in services revenues.

APAC. For the three and six months ended June 30, 2025, the increase in revenues from APAC was primarily driven by improvements in our business performance of $6,471 ($6,381 on a constant currency basis) and $12,177 ($13,139 on a constant currency basis), respectively.

The improvements in business performance for the three months ended June 30, 2025 were primarily due to expansion of our subscriptions revenues from existing accounts in India, as well as an increase in our subscriptions revenues from new accounts in China, partially offset by declines in our subscriptions revenues from existing accounts in China.

The improvements in business performance for the six months ended June 30, 2025 were primarily due to expansion of our subscriptions revenues from existing accounts in India and Australia, as well as increases in our subscriptions and perpetual licenses revenues from new accounts in China, partially offset by declines in our subscriptions revenues from existing accounts in China.

The future results in China remain uncertain as a result of continued geopolitical challenges, the obstacles there to cloud‑deployed software, and the financial timing impact of the preference there for license sales, rather than subscriptions.

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Cost of Revenues and Operating Expenses

Cost of Revenues


					Change								Change
	Three Months Ended						Constant		Six Months Ended						Constant
	June 30,						Currency		June 30,						Currency
	2025		2024		%		%(1)		2025		2024		%		%(1)
Cost of subscriptions and licenses	$	47,758	$	42,432	12.6	%	11.8	%	$	94,256	$	82,650	14.0	%	14.6	%
Cost of services	21,018		20,761		1.2	%	(0.3	%)	40,179		42,373		(5.2	%)	(5.0	%)
Total cost of revenues	$	68,776	$	63,193	8.8	%	7.8	%	$	134,435	$	125,023	7.5	%	8.0	%

Cost of subscriptions and licenses. For the three and six months ended June 30, 2025, on a constant currency basis, cost of subscriptions and licenses expenses increased due to an increase in headcount-related costs of $2,676 and $6,921, respectively, mainly due to an increase in annual and other compensation costs, and higher stock-based compensation expense, partially offset by realignment expenses recognized in the prior year periods related to the 2023 Program, which did not recur in the current year periods. Additionally, for the three and six months ended June 30, 2025, cost of subscriptions and licenses further increased due to an increase in cloud-related costs of $2,917 and $4,455, respectively.

Cost of services. For the three months ended June 30, 2025, on a constant currency basis, cost of services expenses were flat as the increase in annual and other compensation costs was offset by a reduction in third‑party personnel costs.

For the six months ended June 30, 2025, on a constant currency basis, cost of services expenses decreased primarily due to a decrease in headcount‑related costs, mainly due to a reduction in third‑party personnel costs.

Operating Expenses


					Change								Change
	Three Months Ended						Constant		Six Months Ended						Constant
	June 30,						Currency		June 30,						Currency
	2025		2024		%		%(1)		2025		2024		%		%(1)
Research and development	$	75,385	$	65,709	14.7	%	14.5	%	$	147,835	$	134,080	10.3	%	11.2	%
Selling and marketing	69,873		57,129		22.3	%	21.8	%	132,932		111,515		19.2	%	20.0	%
General and administrative	49,857		54,854		(9.1	%)	(9.4	%)	97,085		101,336		(4.2	%)	(3.7	%)
Deferred compensation plan	7,584		883		NM		NM		6,338		6,682		(5.1	%)	(5.1	%)
Amortization of purchased intangibles	8,201		8,392		(2.3	%)	(2.6	%)	16,409		17,356		(5.5	%)	(5.4	%)
Total operating expenses	$	210,900	$	186,967	12.8	%	12.5	%	$	400,599	$	370,969	8.0	%	8.7	%

Percentage changes that are considered not meaningful are denoted with NM.

Research and development. For the three and six months ended June 30, 2025, on a constant currency basis, research and development expenses increased primarily due to increases in headcount‑related costs of $10,041 and $15,802, respectively, mainly due to increases in headcount, and annual and other compensation costs.

Selling and marketing. For the three and six months ended June 30, 2025, on a constant currency basis, selling and marketing expenses increased primarily due to an increase in headcount‑related costs $9,145 and $17,074, respectively, mainly due to increases in headcount, and annual and other compensation costs, and an increase in promotional costs of $1,987 and $2,609, respectively.

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General and administrative. For the three months ended June 30, 2025, on a constant currency basis, general and administrative expenses decreased primarily due to a decrease in headcount‑related costs of $5,185, mainly due to lower incentive compensation expense related to the reduction in Gregory S. Bentley’s fractional interest under the Bonus Plan as part of Mr. Bentley’s transition to the role of Executive Chair effective July 1, 2024. Additionally, during the three months ended June 30, 2024, we recognized approximately $2,200 of other corporate initiatives expenses, which did not recur in the current year period. Partially offsetting these decreases were higher charitable contributions focusing on education and sustainability of $2,037.

For the six months ended June 30, 2025, on a constant currency basis, general and administrative expenses decreased primarily due to a decrease in headcount‑related costs of $5,748, mainly due to lower incentive compensation expense related to the change in the Bonus Plan described above, partially offset by increases in headcount, and annual and other compensation costs. Additionally, during the six months ended June 30, 2024, we recognized approximately $2,200 of other corporate initiatives expenses, which did not recur in the current year period. Partially offsetting these decreases were higher costs associated with our internal-use software implementations as compared to the same period in the prior year and higher charitable contributions focusing on education and sustainability of $1,981.

Deferred compensation plan. For the three and six months ended June 30, 2025 and 2024, deferred compensation plan expense was attributable to the marked to market impact on deferred compensation plan liability balances period over period.

Amortization of purchased intangibles. For the three and six months ended June 30, 2025, on a constant currency basis, amortization of purchased intangibles decreased primarily due to lower acquisition activity as compared to prior periods.

Interest Expense, Net


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2025		2024		Change		2025		2024		Change
Interest expense	$	(3,856)	$	(6,001)	(35.7	%)	$	(8,264)	$	(13,304)	(37.9	%)
Interest income	337		901		(62.6	%)	937		1,684		(44.4	%)
Interest expense, net	$	(3,519)	$	(5,100)	(31.0	%)	$	(7,327)	$	(11,620)	(36.9	%)

For the three and six months ended June 30, 2025, interest expense, net decreased primarily due to lower weighted average debt outstanding under the credit facilities as compared to the same periods in the prior year.

Other (Expense) Income, Net


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
(Loss) gain from:
Change in fair value of interest rate swap	$	(3,339)	$	(429)	$	(7,711)	$	2,361
Foreign exchange (1)	196		(2,284)		2,944		58



Receipts related to interest rate swap	1,874		2,411		3,738		4,768
Other (expense) income, net	(327)		2,582		(118)		2,230
Total other (expense) income, net	$	(1,596)	$	2,280	$	(1,147)	$	9,417

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Provision for Income Taxes


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2025			2024			2025			2024
Income before income taxes	$	79,315		$	77,357		$	191,140		$	169,905
Provision for income taxes	$	8,876		$	5,330		$	29,364		$	27,577
Effective tax rate	11.2		%	6.9		%	15.4		%	16.2		%

For the three months ended June 30, 2025, the effective tax rate was higher compared to the same period in the prior year primarily due to the impact of a decrease in discrete tax benefits recognized, partially offset by the decrease in forecasted effective tax rate impact of U.S. international tax provisions. For the three months ended June 30, 2025 and 2024, we recorded discrete tax benefits of $8,114 and $18,543, respectively, primarily associated with windfall tax benefits from stock‑based compensation, net of the impact from officer compensation limitation provisions.

For the six months ended June 30, 2025, the effective tax rate was lower as compared to the same period in the prior year primarily due to the impact of the decrease in forecasted effective tax rate impact of U.S. international tax provisions, partially offset by a decrease in discrete tax benefits recognized. For the six months ended June 30, 2025 and 2024, we recorded discrete tax benefits of $13,187 and $20,681, respectively, primarily associated with windfall tax benefits from stock‑based compensation, net of the impact from officer compensation limitation provisions.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”). The OBBBA includes the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates. Based on our preliminary impact assessment, we believe the OBBBA will have a favorable impact on our cash paid for income taxes in 2025, primarily attributable to the change in restoring immediate U.S. tax deductions for domestic research and development expenses. We are still evaluating the full impact of the OBBBA on our consolidated financial statements.

Key Business Metrics:

In addition to our results of operations discussed above, we believe the following presentation of key business metrics provides additional useful information to investors regarding our results of operations. To the extent material, we disclose below the additional purposes, if any, for which our management uses these key business metrics. Our key business metrics 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.


	June 30,
	2025			2024
ARR	$	1,379,161		$	1,215,910
Last twelve-months recurring revenues	$	1,309,010		$	1,162,849
Twelve-months ended constant currency (1):
ARR growth rate	11.5		%	11		%
Account retention rate	99		%	99		%
Recurring revenues dollar-based net retention rate	109		%	108		%

(1)Constant currency is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for additional information, including our definition and our use of constant currency.

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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 within our 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.

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.

ARR resulting from the annualization of recurring contracts with consumption measurement durations of less than one year, as a percentage of total ARR, was 51% and 49% as of June 30, 2025 and 2024, respectively, with our E365 subscription offering representing 45% and 43% of total ARR as of June 30, 2025 and 2024, respectively.

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. We believe that ARR growth is an important metric indicating the scale and growth of our business.

Last Twelve‑Months Recurring Revenues

Last twelve‑month recurring revenues is a key business metric that we believe is useful in evaluating our ability to consistently retain and grow our recurring revenues. We believe that we will continue to experience favorable growth in recurring revenues primarily due to our strong account retention and recurring revenues dollar‑based net retention rates, as well as the addition of new accounts with recurring revenues.

Last twelve‑months recurring revenues is calculated as recurring revenues recognized over the preceding twelve‑month period.

The last twelve‑months recurring revenues for the periods ended June 30, 2025 compared to the last twelve‑months of the comparative twelve‑month period increased by $146,161. This increase was primarily due to growth in ARR, which is primarily the result of growing our recurring revenues within our existing accounts as expressed in our recurring revenues dollar‑based net retention rate, as well as additional recurring revenues resulting from new accounts and acquisitions. For the twelve months ended June 30, 2025 and 2024, 92% and 90%, respectively, of our revenues were recurring revenues.

Account Retention Rate

Account retention rate is a key business metric that we believe is useful in evaluating the long‑term value of our account relationships and our ability to retain our account base. We believe that our consistent and high account retention rates illustrate our ability to retain and cultivate long‑term relationships with our accounts.

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Account retention rate for any given twelve-month period is calculated using the average foreign currency exchange rates for the prior period, as follows: the prior period recurring revenues from all accounts with recurring revenues in the current and prior period, divided by total recurring revenues from all accounts during the prior period.

Recurring Revenues Dollar‑Based Net Retention Rate

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.

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.

Given that recurring revenues represented 92% and 90% of our total revenues for the twelve months ended June 30, 2025 and 2024, respectively, this metric helps explain our revenue performance as primarily growth from existing accounts.

Non-GAAP Financial Measures:

In addition to our results determined in accordance with GAAP discussed above, we believe the following presentation of financial measures not in accordance with GAAP provides useful information to investors regarding our results of operations. To the extent material, we disclose below the additional purposes, if any, for which our management uses these non‑GAAP financial measures and provide reconciliations between these non‑GAAP financial measures and their most directly comparable GAAP financial measures. 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, or other measures of performance. Our non‑GAAP 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.

Adjusted Operating Income Less Stock-Based Compensation Expense (“AOI less SBC”)

AOI less 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 SBC is defined as operating income adjusted for the following: amortization of purchased intangibles, expense (income) relating to deferred compensation plan liabilities, acquisition expenses, and realignment expenses (income), for the respective periods.

AOI less SBC is our primary performance measure, which excludes certain expenses and charges, including the non-cash amortization expense resulting from the acquisition of intangible assets, as we believe these may not be indicative of our core business operating results. We intentionally include 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 also a significant performance measure in certain of our executive incentive compensation programs.

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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, realignment expenses (income), and stock‑based compensation expense, for the respective periods.

Reconciliation of operating income to AOI less SBC and to Adjusted operating income:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
Operating income	$	84,430	$	80,177	$	199,614	$	172,108
Amortization of purchased intangibles (1)	11,405		11,521		22,849		23,711
Deferred compensation plan (2)	7,584		883		6,338		6,682
Acquisition expenses (3)	1,804		1,969		2,642		4,328
Realignment expenses (4)	—		743		—		809
AOI less SBC	105,223		95,293		231,443		207,638
Stock-based compensation expense (5)	19,319		21,856		36,624		41,193
Adjusted operating income	$	124,542	$	117,149	$	268,067	$	248,831

Further explanation of certain of our adjustments in arriving at AOI less SBC and Adjusted operating income are as follows:

(1)Amortization of purchased intangibles. Amortization of purchased intangibles varies in amount and frequency and is significantly impacted by the timing and size of our acquisitions. Management finds it useful to exclude these non‑cash charges from our operating expenses to assist in budgeting, planning, and forecasting future periods. The use of intangible assets contributed to our revenues earned during the periods presented and will also contribute to our revenues in future periods. Amortization of purchased intangible assets will recur in future periods.

(2)Deferred compensation plan. We exclude Deferred compensation plan expense (income) when we evaluate our continuing operational performance because it is not reflective of our ongoing business and results of operation. We believe it is useful for investors to understand the effects of this item on our total operating expenses. Deferred compensation plan liabilities are marked to market at the end of each reporting period, with changes in the liabilities recorded as an expense (income) to Deferred compensation plan in the consolidated statements of operations.

(3)Acquisition expenses. We incur expenses for professional services rendered in connection with business combinations, which are included in our GAAP presentation of general and administrative expense. Also included in our acquisition expenses are retention incentives paid to executives of the acquired companies. We exclude these acquisition expenses when we evaluate our continuing operational performance as we would not have otherwise incurred these expenses in the periods presented as part of our continuing operations.

(4)Realignment expenses. We exclude these charges and subsequent adjustments to our estimates when we evaluate our continuing operational performance because they are not reflective of our ongoing business and results of operations. We believe it is useful for investors to understand the effects of these items on our total operating expenses. For the three and six months ended June 30, 2024, Realignment expenses were primarily associated with the 2023 Program.

(5)Stock‑based compensation expense. We exclude non-cash stock‑based compensation expenses from certain of our non‑GAAP measures because we believe this is useful to investors in making comparisons to other companies.

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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 above in “Key Business Metrics” section, 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.

Reconciliation of consolidated revenues to consolidated revenues in constant currency:


	Three Months Ended June 30, 2025						Three Months Ended June 30, 2024
	Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency		Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency
Subscriptions	$	333,452	$	(3,191)	$	330,261	$	297,444	$	(341)	$	297,103
Perpetual licenses	10,193		(95)		10,098		10,863		(2)		10,861
Subscriptions and licenses	343,645		(3,286)		340,359		308,307		(343)		307,964
Services	20,461		(317)		20,144		22,030		8		22,038
Total revenues	$	364,106	$	(3,603)	$	360,503	$	330,337	$	(335)	$	330,002


	Six Months Ended June 30, 2025						Six Months Ended June 30, 2024
	Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency		Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency
Subscriptions	$	675,770	$	142	$	675,912	$	604,533	$	(673)	$	603,860
Perpetual licenses	20,985		68		21,053		20,375		(3)		20,372
Subscriptions and licenses	696,755		210		696,965		624,908		(676)		624,232
Services	37,893		(36)		37,857		43,192		(1)		43,191
Total revenues	$	734,648	$	174	$	734,822	$	668,100	$	(677)	$	667,423

Reconciliation of revenues by geographic region to revenues by geographic region in constant currency:


	Three Months Ended June 30, 2025						Three Months Ended June 30, 2024
	Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency		Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency
Americas	$	194,059	$	392	$	194,451	$	176,310	$	(53)	$	176,257
EMEA	105,414		(3,761)		101,653		95,865		(138)		95,727
APAC	64,633		(234)		64,399		58,162		(144)		58,018
Total revenues	$	364,106	$	(3,603)	$	360,503	$	330,337	$	(335)	$	330,002

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	Six Months Ended June 30, 2025						Six Months Ended June 30, 2024
	Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency		Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency
Americas	$	393,034	$	2,192	$	395,226	$	360,503	$	(135)	$	360,368
EMEA	212,419		(2,756)		209,663		190,579		(318)		190,261
APAC	129,195		738		129,933		117,018		(224)		116,794
Total revenues	$	734,648	$	174	$	734,822	$	668,100	$	(677)	$	667,423

Reconciliation of cost of revenues to cost of revenues in constant currency:


	Three Months Ended June 30, 2025						Three Months Ended June 30, 2024
	Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency		Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency
Cost of subscriptions and licenses	$	47,758	$	(130)	$	47,628	$	42,432	$	184	$	42,616
Cost of services	21,018		(324)		20,694		20,761		(3)		20,758
Total cost of revenues	$	68,776	$	(454)	$	68,322	$	63,193	$	181	$	63,374


	Six Months Ended June 30, 2025						Six Months Ended June 30, 2024
	Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency		Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency
Cost of subscriptions and licenses	$	94,256	$	379	$	94,635	$	82,650	$	(59)	$	82,591
Cost of services	40,179		81		40,260		42,373		(8)		42,365
Total cost of revenues	$	134,435	$	460	$	134,895	$	125,023	$	(67)	$	124,956

Reconciliation of operating expenses to operating expenses in constant currency:


	Three Months Ended June 30, 2025						Three Months Ended June 30, 2024
	Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency		Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency
Research and development	$	75,385	$	(355)	$	75,030	$	65,709	$	(205)	$	65,504
Selling and marketing	69,873		(285)		69,588		57,129		(9)		57,120
General and administrative	49,857		(198)		49,659		54,854		(15)		54,839
Deferred compensation plan	7,584		—		7,584		883		—		883
Amortization of purchased intangibles	8,201		(30)		8,171		8,392		—		8,392
Total operating expenses	$	210,900	$	(868)	$	210,032	$	186,967	$	(229)	$	186,738

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	Six Months Ended June 30, 2025						Six Months Ended June 30, 2024
	Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency		Actual		Impact of Foreign Exchange at 2024 Rates		Constant Currency
Research and development	$	147,835	$	1,196	$	149,031	$	134,080	$	(28)	$	134,052
Selling and marketing	132,932		838		133,770		111,515		(34)		111,481
General and administrative	97,085		419		97,504		101,336		(35)		101,301
Deferred compensation plan	6,338		—		6,338		6,682		—		6,682
Amortization of purchased intangibles	16,409		14		16,423		17,356		—		17,356
Total operating expenses	$	400,599	$	2,467	$	403,066	$	370,969	$	(97)	$	370,872

Liquidity and Capital Resources:

Cash and Cash Equivalents


	June 30, 2025		December 31, 2024
Cash and cash equivalents held domestically	$	5,575	$	2,845
Cash and cash equivalents held by foreign subsidiaries	84,071		61,164
Total cash and cash equivalents	$	89,646	$	64,009

Our primary source of operating cash is from the sale of our subscriptions, perpetual licenses, and services. Our primary use of cash is payment of our operating costs, which consist mainly of headcount‑related costs. In addition to operating expenses, we also use cash to service our debt obligations, to pay quarterly dividends, to repurchase our Class B common stock and convertible debt, and for capital expenditures in support of our operations. We also use cash to fund our acquisitions of software assets and businesses, and other investment activities.

We believe that cash generated from operations, together with existing cash and cash equivalent balances, and external borrowings including available liquidity under the Credit Facility, will be sufficient to meet our domestic and international working capital and capital expenditure requirements. We regularly review our capital structure and consider a variety of potential financing alternatives and planning strategies to ensure that we have the proper liquidity available in the locations in which it is needed and to fund our operations and growth investments with cash that has not been permanently reinvested outside the U.S. Our future capital requirements may be materially different than those currently planned in our budgeting and forecasting activities and depend on many factors, including our strategy of regularly acquiring and integrating specialized infrastructure engineering software businesses, our rate of revenue growth, the timing and extent of spending on research and development, the expansion of our sales and marketing activities, the timing of new product introductions, market acceptance of our products, competitive factors, our discretionary payments of dividends or repurchases of our Class B common stock and convertible debt, funding of our purchase commitments, currency fluctuations, and overall economic conditions, globally. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity would result in additional dilution to our stockholders, while the incurrence of additional debt financing, including convertible debt, would result in additional debt service obligations. Such debt instruments also could introduce new or modified covenants that might restrict our operations and/or our ability to pay dividends, consummate acquisitions, or otherwise pursue our business strategies. We cannot provide assurance that we could obtain additional financing on favorable terms or at all.

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Cash Flows Activity


	Six Months Ended June 30,
	2025		2024
Net cash provided by (used in):
Operating activities	$	280,500	$	267,555
Investing activities	$	(7,135)	$	(10,946)
Financing activities	$	(257,509)	$	(270,999)

Operating Activities

For the six months ended June 30, 2025, compared to the same period in the prior year, net cash provided by operating activities was higher by $12,945 due to an increase in net income of $19,482, partially offset by a net decrease in non‑cash adjustments of $3,935 and a decrease in net cash flows from the change in operating assets and liabilities of $2,602. The decrease in net cash flows from the change in operating assets and liabilities period over period was primarily due to lower period over period Cloud Services Subscription deposits, and accruals and other liabilities. Offsetting these decreases were increases primarily due to timing of collections on our receivables, the overall timing of payments for income taxes and for software maintenance contracts, as well as lower capitalized internal‑use software implementation costs compared to the same period in the prior year.

Investing Activities

Net cash used in investing activities was lower by $3,811 for the six months ended June 30, 2025, compared to the same period in the prior year, primarily due to lower acquisition related payments of $5,000.

Financing Activities

Net cash used in financing activities was lower by $13,490 for the six months ended June 30, 2025, compared to the same period in the prior year, primarily due to lower net paydowns of the credit facilities of $61,713, partially offset by higher payments for shares acquired of $27,661, including shares repurchased under the Repurchase Program, higher dividend payments of $6,642, primarily due to an increase in our quarterly dividend per share to $0.07 in 2025 from $0.06 in 2024, and lower proceeds from the exercise of stock options of $4,007. Additionally, we paid $9,797 in cash to repurchase $10,000 aggregate principal amount of our outstanding 2026 Notes during the first quarter of 2025.

Long-Term Debt


	June 30, 2025		December 31, 2024
Current portion of long-term debt	$	—	$	—
Long-term debt	1,245,843		1,388,088
Total debt	$	1,245,843	$	1,388,088

As of June 30, 2025, we had $1,299,850 available under the Credit Facility, and we were in compliance with all covenants under the Credit Facility, the 2026 Notes, and the 2027 Notes. Any failure to comply with such covenants under the Credit Facility would prevent us from being able to borrow additional funds under the Credit Facility, and, as with any failure to comply with such covenants under the 2026 Notes and the 2027 Notes, could constitute a default that may cause all amounts outstanding to become due and immediately payable in full.

Unless converted, upon maturity in January 2026, we will be required to repay the outstanding principal amount on the 2026 Notes, which, as of June 30, 2025, was $677,830. As of June 30, 2025, the 2026 Notes were classified as long‑term in the consolidated balance sheets as we currently have the ability and intent to refinance them on a long‑term basis through available capacity under the Credit Facility.

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Stock Repurchases

BSY Stock Repurchase Program

Our Board of Directors approved the Repurchase Program authorizing us to repurchase up to $200,000 of our Class B common stock and/or outstanding convertible senior notes through June 30, 2026. We may use available working capital, cash provided by operating activities, and/or external borrowings including available liquidity under our Credit Facility to make repurchases.

During the six months ended June 30, 2025, we repurchased 1,173,041 shares for $50,023, and $10,000 aggregate principal amount of our outstanding 2026 Notes for $9,797 under the Repurchase Program. During the six months ended June 30, 2024, we repurchased 729,681 shares for $37,515 under the Repurchase Program.

The timing, as well as the number and value of shares and/or outstanding convertible senior notes repurchased under the Repurchase Program, will be determined at our discretion and will depend on a variety of factors, including our assessment of the intrinsic value of our shares, the market price of our Class B common stock and outstanding convertible senior notes, general market and economic conditions, available liquidity, compliance with our debt and other agreements, and applicable legal requirements.

Withholding Taxes on Certain Equity Awards

We have the right to require that certain equity awardees receive gross or net quantities of shares of our Class B common stock, including distributions from the DCP and share issuances under our Bonus Plan. In the case of a gross issuance or distribution, an awardee is required to reimburse promptly to us the cash required for his or her tax withholding amounts. Conversely, under a net issuance or distribution, shares are withheld in consideration of remitting withholding taxes on behalf of an equity awardee, thereby requiring us to remit cash for the tax withholdings. We exercised our right to require that impacted equity awardees receive gross quantities of our Class B common stock during the first quarter of 2025, but we allowed impacted awardees the option to receive net quantities of shares of our Class B common stock during the second quarter of 2025. During the six months ended June 30, 2024, we exercised our right to require that impacted equity awardees receive gross quantities of our Class B common stock. We will continue to evaluate whether share awards will be required to be received by awardees on a gross basis, or if net settlement may be elected by awardees.

Dividend Payments

The declaration and payment of dividends is within the discretion of our Board of Directors. We paid quarterly dividends of $0.07 per share of common stock during the six months ended June 30, 2025 and $0.06 per share of common stock during the six months ended June 30, 2024. While we intend to continue paying quarterly dividends, any future determination will be subject to the discretion of our Board of Directors and will be dependent on a number of factors, including our results of operations, capital requirements, restrictions under Delaware law, and overall financial condition, as well as any other factors our Board of Directors considers relevant. In addition, the terms of the agreement governing the Credit Facility limit the amount of dividends we can pay.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our market risk exposure as described in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our 2024 Annual Report on Form 10‑K.

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Item 4. Controls and Procedures

Evaluation of Effectiveness of Disclosure Controls and Procedures

Our management maintains disclosure controls and procedures as defined in Rules 13a‑15(e) and 15d‑15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is processed, recorded, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), as appropriate, to allow for timely decisions regarding required disclosure.

We evaluated, under the supervision and with the participation of management, including our principal executive and principal financial officers, the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2025, our disclosure controls and procedures were effective at the reasonable assurance level.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Bentley Systems, Incorporated have been detected.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a or 15d of the Exchange Act that occurred during the quarter ended June 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are subject from time to time to various legal proceedings and claims which arise in the ordinary course of our business. Although the outcome of these and other claims cannot be predicted with certainty, we do not believe that the ultimate resolution of pending matters will have a material adverse effect on our financial condition, results of operations, or cash flows. We currently believe that we do not have any material litigation pending against us.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in Part I, Item 1A. Risk Factors in our 2024 Annual Report on Form 10‑K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Equity Securities

From April 1, 2025 to June 30, 2025, we issued 883,626 shares of our Class B common stock in connection with distributions from our DCP.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. Unless otherwise stated, the sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance on Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. All recipients had adequate access, through their relationships with us, to information about us. The issuance of these securities were made without any general solicitation or advertising.

Issuer Purchases of Equity Securities

The following table reflects our Class B common stock we repurchased during the three months ended June 30, 2025:


				Total Number of	Approximate Dollar
				Shares Purchased as	Value of Shares that
	Total Number of	Average Price		Part of Publicly	May Yet Be Purchased
Period	Shares Purchased	Paid per Share		Announced Plan (1)	Under the Plan (2)
April 1, 2025 to April 30, 2025	499,143	$	40.07	499,143	$	113,358,334
May 1, 2025 to May 31, 2025	—	$	—	—	$	113,358,334
June 1, 2025 to June 30, 2025	—	$	—	—	$	113,358,334
	499,143	$	40.07	499,143

(1)Represents shares purchased in open‑market transactions under the Repurchase Program approved by our Board of Directors.

(2)These amounts correspond to the plan publicly announced and approved by our Board of Directors in March 2024 that authorizes the repurchase of up to $200 million of our Class B common stock and/or outstanding convertible senior notes through June 30, 2026.

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Item 5. Other Information

Rule 10b5-1 Trading Plans

, , the Company’s , a trading plan established pursuant to Rule 10b5‑1 of the Exchange Act, which was intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c) and was adopted effective December 5, 2024 to sell an aggregate of 1,944 shares of our Class B common stock through June 5, 2025.

During the three months ended June 30, 2025, there were no other Company directors or executive officers who or any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c) or any “non-Rule 10b5‑1 trading arrangement.”

Item 6. Exhibits


Exhibit
Number						Description
31.1*						Certification of CEO pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
31.2*						Certification of CFO pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
32*						Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS						Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH						Inline XBRL Taxonomy Extension Schema
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase
104						Cover page formatted as Inline XBRL and contained in Exhibit 101


*			Filed or furnished herewith. The certification attached as Exhibit 32 that accompanies this Quarterly Report on Form 10‑Q is not deemed filed with the SEC and is not to be incorporated by reference into any filing of Bentley Systems, Incorporated under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10‑Q, irrespective of any general incorporation language contained in such filing.

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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 thereunto duly authorized.


	Bentley Systems, Incorporated

Date: August 6, 2025	By:	/s/ WERNER ANDRE
		Werner Andre
		Chief Financial Officer
		(Principal Financial Officer)

BENTLEY SYSTEMS INC - Quarter Report: 2025 June (Form 10-Q)

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