What changed in this filing

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Item 1. Business

2025-02-26 compared with 2024-02-27 · 85 added, 64 removed, 202 unchanged (42% of the section changed)

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We were founded in 1984 by the Bentley brothers and on September 25, 2020, we completed our initial public offering (“IPO”).

Our enduring commitment is to develop and support the most comprehensive portfolio of integrated software offerings across professional disciplines, project and asset lifecycles, infrastructure sectors, and geographies.

Our enduring commitment is to develop and support the most comprehensive portfolio of integrated software offerings across professional disciplines, infrastructure sectors, geographies, and the infrastructure lifecycle.

Our software enables digital workflows across engineering disciplines, across distributed project teams, and from offices to the field.

Moreover, our intelligent digital twin solutions empower our users to achieve sustainable development goals (“SDGs”) by realizing outcomes that are more sustainable and resilient.

Our users design, build, and operate projects and assets across the following infrastructure sectors:

Moreover, our intelligent digital twin solutions empower our users to achieve sustainable development goals by realizing outcomes that are more sustainable and resilient.

Our users design, build, and operate infrastructure assets across the following sectors:

• Public Works/Utilities , which represents approximately 59% of our sector-attributable annualized recurring revenues (“ARR”) (1)(2) , includes roads, rail, bridges, tunnels, airports, and ports;

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The portions of our ARR which cannot be sector-attributed consist generally of ARR within accounts that are diversified engineering firms which work in multiple sectors, and as to that portion of their ARR which are for products that are not sector-specific, such as MicroStation, and structural or geotechnical modeling and simulation applications, and ProjectWise, which are used across any and all sectors.

Our engineering and geoprofessional applications are primarily cloud-connected desktop modeling and simulation applications that support the breadth of engineering and geoprofessional disciplines.

Our Bentley Open engineering applications and Seequent geoprofessional applications are primarily cloud-connected desktop modeling and simulation applications that support the breadth of engineering and geoprofessional disciplines.

Bentley Infrastructure Cloud , provided via cloud and hybrid environments, extends enterprise collaboration during project delivery, and helps manage engineering information during operations and maintenance.

Powering these products and solutions is iTwin Platform , our cloud‑native technology platform to create, curate, and leverage infrastructure digital twins.

The proportions of our revenue generated respectively from engineering and geoprofessional applications for modeling and simulation, and from Bentley Infrastructure Cloud and its principal offerings, are referenced in the diagram below.

Bentley Asset Analytics solutions automatically detect and analyze issues to trigger key operational workflows, improving overall asset performance.

Powering these products is our Cesium and iTwin Platform , our cloud‑native technology platform to create, curate, and leverage infrastructure digital twins, which was augmented through the acquisition of Cesium in September 2024.

Through our platform, our existing products are becoming increasingly iTwin -enabled to take advantage of digital twin capabilities, and we are developing a new generation of iTwin -native, data-centric applications that leverage artificial intelligence (“AI”) to increase engineering productivity.

The proportions of our revenue generated respectively from Bentley Open engineering applications and Seequent geoprofessional applications for modeling and simulation, and from Bentley Infrastructure Cloud and its principal offerings, are referenced in the diagram below.

Our comprehensive portfolio of integrated software offerings comprises:

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• OpenBuildings , for the 3D design and documentation of buildings and their integrated structural, HVAC, electrical, and plumbing systems;

• OpenCities, for the design and visualization of cities and campuses;

• OpenComms , for the planning, engineering, construction, and maintenance of fiber, coax, and hybrid fiber-coax networks;

• OpenFlows , for the planning, design, and operation of water, wastewater, and stormwater systems, incorporating hydrological, hydraulic, and flood modeling;

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• OpenRoads , for the planning, 3D design, and documentation of roads and highways;

• OpenSite , for the planning, 3D design, and documentation of building, residential development, and infrastructure sites;

• OpenSite and OpenSite+ , for the planning, 3D design, and documentation of building, residential development, and infrastructure sites;

• OpenTower , for the 3D design and analysis of communication towers;

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• AutoPIPE , for analysis and simulation of pipe stress in industrial process plants;

• CUBE , for multi‑modal transportation network modeling and land‑use modeling;

• DYNAMEQ , for traffic simulation and dynamic traffic analysis;

• EMME , for multimodal urban, regional, and transport planning;

• LEGION , for pedestrian traffic simulation;

• OpenPaths , for multimodal transport network modeling and travel demand forecasting;

• Power Line Systems (“PLS”) , for analysis and simulation of overhead electric power transmission lines and their structures;

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• SPIDA , for analysis and simulation of utility poles and overhead assets;

• STAAD , for analysis and simulation of infrastructure.

• STAAD , for analysis and simulation of structures of all types.

Geoprofessional Applications .

Our geoprofessional applications support modeling and simulation to help engineers and scientists develop a detailed understanding, and take full account of, near and deep subsurface conditions.

These include industry‑leading earth modeling, subsurface‑data management, and geoprofessional team collaboration software and geotechnical products that supplement visible built-asset representations above ground with more probabilistic modeling of subsurface conditions – deepening the potential of infrastructure digital twins.

Our Seequent applications support modeling and simulation to help geoprofessionals and infrastructure engineers develop a detailed understanding, and take full account of, near and deep subsurface conditions.

Our geoprofessional applications include:

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Bentley Infrastructure Cloud .

Our enterprise information systems span the end‑to‑end lifecycle and value chain of the world’s infrastructure, helping engineers to produce higher quality deliverables, contractors to execute better with their supply chain, and owners to have a complete picture of their asset as early as possible.

Our enterprise information systems span the end‑to‑end lifecycle and value chain of the world’s infrastructure, helping engineers to produce higher quality deliverables, contractors to execute better with their supply chain, and owners to maintain a complete and accurate picture of their asset throughout its lifecycle.

Bentley Infrastructure Cloud encompasses:

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Data also can be easily enriched throughout the lifecycle.

Powered by the iTwin Platform and Bentley’s infrastructure schemas and thus seamlessly integrating with Bentley Open applications, Bentley Infrastructure Cloud enables better creation, delivery, and ongoing operation of better infrastructure, through complete and evergreen digital twins.

Bentley iTwin Platform.

Our iTwin Platform for infrastructure digital twin solutions, leveraging our infrastructure schemas, enables users to create and curate cloud‑native 4D/5D digital representations of physical infrastructure assets, incorporating underlying engineering information federated with operational and enterprise data, and then to model, simulate, analyze, synchronize, track, and predict performance over time.

Powered by our platform and infrastructure schemas and thus seamlessly integrating with Bentley Open applications, Bentley Infrastructure Cloud enables better creation, delivery, and ongoing operation of better infrastructure, through complete and evergreen digital twins.

Bentley Asset Analytics .

Our asset analytics solutions unlock real-time insights and time-saving automation through AI-powered infrastructure digital twins to optimize asset performance and workflows.

These solutions are applied to specific asset types and use cases.

Bentley Asset Analytics solutions include:

• Blyncsy , for inspecting and detecting roadway conditions;

• Bridge Monitoring , for identifying and classifying bridge defects;

• Dam Monitoring , for assessing, monitoring, and analyzing risks to dams;

• OpenTower iQ , for creating digital twins of cell tower infrastructure.

Cesium and iTwin Platform.

Our Cesium and iTwin Platform for developing infrastructure digital twin applications, leveraging our infrastructure schemas, enables users to create and curate cloud‑native 4D/5D digital representations of physical infrastructure assets, incorporating underlying engineering information federated with operational and enterprise data, and then to model, simulate, analyze, synchronize, track, and predict performance over time.

Using digital twins, our users can more fully extend digital workflows across the entire infrastructure lifecycle, increasing the value of infrastructure engineers’ work.

Bentley iTwin Platform powers Bentley Infrastructure Cloud to add digital twin capabilities to our offerings for project delivery, construction, and asset operations.

It also supports an emerging ecosystem of third‑party developers who use iTwin.js, an open‑source development library, to develop desktop, mobile, or web apps that leverage the iTwin Platform or that augment our iTwin products or those from third parties.

Some capabilities of the iTwin Platform are offered as discrete iTwin products.

The platform was augmented through the acquisition of Cesium in September 2024.

Cesium technology is used to develop powerful 3D applications of the land, sea, sky, and space—helping organizations understand their assets, environments, and operations in a 3D geospatial context.

The combination of the iTwin Platform and Cesium enables developers to seamlessly align 3D geospatial data with engineering, enterprise, and operational data to create digital twins with astonishing user experiences that scale from vast infrastructure networks to the millimeter-accurate details of individual assets.

Through our platform, we are adding digital twin capabilities to our other offerings to enable users to better leverage data throughout the infrastructure lifecycle.

The platform also supports a thriving ecosystem of third‑party developers who use our open‑source tools to develop applications for the built and natural environment.

With tens of thousands of developers, Cesium is the de-facto developer platform for 3D geospatial applications.

The combination of the iTwin Platform and Cesium provides new opportunities for growth and value creation for this developer ecosystem.

Additionally, some capabilities of the platform are offered as discrete iTwin products.

These include:

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Comprehensiveness of Our Offerings

Our offerings are comprehensive across professional disciplines, lifecycle stages, infrastructure sectors, and geographies, resulting in what we believe to be durable competitive advantages:

Our offerings are comprehensive across professional disciplines, infrastructure sectors, geographies, and the infrastructure lifecycle, resulting in what we believe to be durable competitive advantages:

Professional Disciplines .

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and operations and maintenance engineers.

Our open modeling and open simulation applications facilitate iterative interactions between disciplines and coordination across project participants.

Our open modeling and simulation applications facilitate iterative interactions between disciplines and coordination across project participants.

Additionally, we believe our collaboration systems lead the market in managing infrastructure engineering firms’ preferred work-in-progress workflows.

Lifecycle Stages.

Both project delivery enterprises and owner‑operators benefit from our software, which enables digital workflows to extend between project and asset lifecycles, from design to construction and ultimately asset management.

Both project delivery enterprises and owner‑operators benefit from our software, which enables digital workflows to extend across the infrastructure lifecycle, from design to construction and ultimately asset management.

This capability allows our users’ digital engineering models to be leveraged as the context for real-time condition monitoring to achieve better and safer operations and maintenance.

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Over our company’s history, as computing capabilities have advanced, the scope of infrastructure engineering software has correspondingly increased.

However, project and asset lifecycle software markets have developed independently from one another and connecting digital workflows have not been offered.

However, project and asset software markets have developed independently from one another and connected digital workflows have not been offered.

We believe the advancement from siloed project-specific software including for computer-aided design (CAD) and building information modeling (BIM), and asset-specific software including for geographic information systems (GIS), to unified and “evergreen” infrastructure digital twins will have the effect of merging what have been to date separate market spaces as well as enabling new use cases that were not possible or practical with previous technologies.

We believe that the growing adoption of infrastructure digital twins will serve to overcome the factors that have held back the digital advancement of infrastructure engineering and will facilitate the broader use of engineering data in the operation of infrastructure assets.

Moreover, we believe that due to the comprehensiveness of our offerings across project and asset lifecycles, infrastructure digital twins and newly enabled digital workflows spanning design, construction, and operations will most particularly benefit our users and enhance our competitiveness.

Moreover, we believe that due to the comprehensiveness of our offerings across the infrastructure lifecycle, infrastructure digital twins and newly enabled digital workflows spanning design, construction, and operations will most particularly benefit our users and enhance our competitiveness.

This includes the increasing use of AI, which represents a paradigm shift for infrastructure sectors, which create massive amounts of data during design, construction, and operations.

Infrastructure organizations can leverage AI during the design phase and reuse their data to automate repetitive tasks, such as documentation and annotation, enabling engineers to focus on higher-value activities.

For example, Bentley’s OpenSite+, the first engineering application leveraging generative AI for civil site design, includes a design copilot to drive new levels of productivity and accuracy.

By applying AI during the operations phase, infrastructure data can be analyzed for deeper insights.

For example, Bentley Asset Analytics solutions include AI agents that automatically identify maintenance issues and recommend preventive action, avoiding costly breakdowns or safety hazards.

Our Commercial Offerings

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Our ProjectWise and AssetWise enterprise collaboration solutions utilized under E365 are charged based on the total number of users within a calendar quarter, or fixed asset bands, respectively.

While the majority of our E365 subscriptions revenue is attributed to daily consumption of our applications, E365 subscriptions can contain floors or collars on usage charges.

While the majority of our E365 subscriptions revenue is attributed to daily consumption of our applications, E365 subscriptions can contain floors or ceilings on usage charges.

A perpetual license for Bentley software is a one‑time purchase with an annual maintenance subscription, called SELECT, which includes 24/7 technical support, access to learning resources, and the ability to exchange licenses for other software once a year.

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At the end of 2024, accounts representing approximately 60% of our total ARR (1) had chosen to institute, for licensing of our software, our commercial models eligible under CSS.

(1) Refer to the section titled “Key Business Metrics” included in Part II, Item 7 of this Annual Report on Form 10‑K for additional information, including our definition and our use of ARR.

Success Plans and Services

For enterprise accounts, we have transitioned from a traditional paradigm of on‑demand technical support, and professional services contracted episodically, to instead delivering proactive and continuous engagement with users and accounts through “Success Plans.” Success Plans are designed with business outcomes in mind, ensuring that accounts receive the best results from our software.

Working collaboratively with our accounts, our User Success specialists, consisting of over 600 colleagues, most with domain experience and credentials in infrastructure engineering, deliver Success Plans through structured engagements based on explicit and standardized “Success Blueprints” that include virtual or in‑person engagements with subject matter experts.

Working collaboratively with our accounts, approximately 800 colleagues, most with domain experience and credentials in infrastructure engineering, deliver Success Plans through structured engagements based on explicit and standardized “Success Blueprints” that include virtual or in‑person engagements with subject matter experts.

Success Plans, based on allotted credits toward multiple Success Blueprints per calendar quarter, are bundled into our E365 subscription.

We also offer specialized digital integration services and consulting through our Cohesive business unit (described in more detail below), primarily to accounts that use IBM Maximo and our AssetWise solutions for managing their infrastructure asset operations and maintenance.

(1) Refer to the section titled “Key Business Metrics” included in Part II, Item 7 of this Annual Report on Form 10‑K for additional information, including our definition and our use of ARR.

We also offer specialized asset performance services, including through our Cohesive business (described in more detail below), primarily to accounts that use IBM Maximo and our AssetWise solutions for infrastructure asset operations and maintenance.

Our Primary Growth Initiatives

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While engineering services firms (which make up approximately half of our existing business) agree that digital twins are fundamental to the evolution of infrastructure engineering, they tend to lack firsthand experience of introducing data‑centric offerings to owner‑operators or examples of successful business models.

Cohesive represents our own investment to create a captive “digital integrator” to prove business models that we can subsequently impart to engineering services firms, accelerating the adoption of intelligent digital twin solutions.

Our asset performance services, including our Cohesive business, which implements IBM Maximo globally, represent our own “digital integrator” capabilities to prove business models that we can subsequently impart to engineering services firms, accelerating the adoption of infrastructure digital twin solutions.

We provide our software solutions to over 41,000 accounts in 189 countries worldwide.

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Channel partners accounted for approximately 7% of our 2024 total revenues.

We do not have material account concentration.

No account, including any group of accounts under common control or accounts that are affiliates of each other, represented more than 2.0% of our total revenues in 2023 or 2022, or more than 2.5% of our total revenues in 2021.

(1) Refer to the section titled “Key Business Metrics” included in Part II, Item 7 of this Annual Report on Form 10‑K for additional information, including our definition and our use of ARR growth rate.

We do not have material account concentration.

No account, including any group of accounts under common control or accounts that are affiliates of each other, represented more than 2% of our total revenues in 2024, 2023, or 2022.

Our Acquisitions

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Our relatively numerous and frequent programmatic acquisitions, which most often “fill white space” within our ecosystem, add their value principally by enhancing our platform comprehensiveness, and accordingly we consider this programmatic aspect of our growth as characteristically within our mainstream business performance (unlike platform acquisitions).

Our average historical ARR growth rate (1) from programmatic acquisitions over the past three years has been approximately 1% measured on a constant currency basis.

Our average historical ARR growth rate (1) from programmatic acquisitions over the past three years has been less than 1% measured on a constant currency basis.

Our Competition

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and Oracle Corporation;

• our key competitors in asset performance systems include Aspen Technology, Inc., the AVEVA unit of Schneider Electric, Esri, and General Electric Company.

• our key competitors in asset performance systems include Aspen Technology, Inc., the AVEVA unit of Schneider Electric, Esri, and GE Vernova.

The principal competitive factors affecting our market include:

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Instead, we believe that our competitive position depends primarily on our ability to maintain a leadership position by developing innovative proprietary software, technology, information, processes, and know‑how.

Nevertheless, we rely on a combination of copyrights, patents, trademarks, and trade secrets in the United States (“U.S.”) and other jurisdictions to secure our intellectual property, and we use contractual provisions and non‑disclosure agreements to protect it.

As of December 31, 2023, we had 168 patents granted and 60 patents pending in the U.S., the first of which expires on June 28, 2024, and 33 patents granted and 59 patents pending internationally, the first of which expires on January 12, 2025.

Nevertheless, we rely on a combination of copyrights, patents, trademarks, and trade secrets in the U.S.

and other jurisdictions to secure our intellectual property, and we use contractual provisions and non‑disclosure agreements to protect it.

In addition, from time to time we enter into collaboration arrangements and in‑bound licensing agreements with third parties, including certain of our competitors, in order to expand the functionality and interoperability of our software solutions.

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To innovate and increase our strategic position, our software developers are incentivized to alert our internal patent committee to innovations that might be patentable or of strategic value.

In 2023, our patent committee reviewed 16 invention disclosures submitted by our software developers, and filed 15 U.S.

and 12 foreign patent applications, while 14 U.S.

and six foreign patents were granted.

We also plan to assess appropriate occasions for seeking patent and other intellectual property protections for aspects of our technology and solutions that we believe constitute innovations providing significant competitive advantages.

We have registered 171 trademarks, including “Bentley,” the Bentley logo, “AssetWise,” “Bentley Infrastructure Cloud,” “Bentley Open,” “iTwin,” “MicroStation,” “ProjectWise,” “Seequent,” “SYNCHRO,” and “Virtuosity,” with the U.S.

Patent and Trademark Office and in several jurisdictions outside the U.S.

Despite the foregoing, our intellectual property rights may not be successfully asserted in the future or may be invalidated, circumvented or challenged by third parties.

Moreover, the laws and enforcement of the laws of various foreign countries where our products are licensed do not protect our intellectual property rights to the same extent as U.S.

Enforcement of intellectual property rights against alleged infringers could lead to costly litigation and counterclaims, and our inability or perceived inability to protect our proprietary information could harm our business.

While we have recovered some revenue resulting from the unauthorized use of our software solutions, we are unable to measure the full extent to which unauthorized use of our software products exists.

Our Production and Suppliers

Our principal supplier of cloud services is Microsoft, with whom we have entered into a multi-year contract for a committed level of expenditures for Azure.

We are in negotiations with additional cloud services providers to expand our delivery capabilities and optimize costs.

We added Google Cloud as a cloud service provider in 2024 to expand our delivery capabilities and optimize costs.

Environmental, Social, and Governance

In 2024, we continued to build upon our strong commitment to sustainability with an emphasis on goal setting aligned with leading standards and continually improving our reporting.

In the third year of our formal Environmental, Social, and Governance (“ESG”) strategy, we continued our regular engagement with stakeholders to solicit feedback on our ESG report.

Included in our report were the results of our first materiality assessment, key objectives related to our priority topics, and new disclosure areas aligned with leading reporting frameworks and standards.

We have enhanced our disclosures and reporting, including better defining our handprint (i.e., our users’ positive impacts empowered by using Bentley software) and sharing progress on key goals.

Regarding our handprint, the United Nations’ SDGs focus on sustainable outcomes, providing a framework and inspiration for business policies and purpose.

Combining the concepts of ESG and SDGs, we focus on “ES(D)G,” empowering sustainable development goals, by helping our users realize outcomes that are more sustainable, predictable, and resilient.

We look forward to sharing updates for our full year 2023 performance in our next ESG report, scheduled to be published in the second quarter of 2024.

To learn more, visit our ESG website at https://www.bentley.com/company/esg-overview/.

In the fourth year of our formal Environmental, Social, and Governance (“ESG”) strategy, we continued our regular engagement with stakeholders to solicit feedback on our Impact Report.

Our greatest opportunity for impact is through the products and services we provide that empower our users to achieve the United Nations’ Sustainable Development Goals.

Our global colleagues are our greatest asset, and our impact is fueled by their passion and determination.

We have a responsibility to support the success and wellbeing of our colleagues.

We also have a passion for supporting the communities where we work and operate, through our Bentley Education and Bentley Giving programs.

We are committed to helping prepare the next generation of infrastructure professionals to realize our vision of a better and more resilient future.

Our impact strategy is rooted in our passion for advancing infrastructure challenges by enabling the building of a better world.

The four pillars of this strategy include:

• Handprint .

The ways in which we empower our users to design, build, and operate sustainable infrastructure and collaborate across enterprises to create a better and more resilient future for all;

• Environmental .

The actions we are taking to minimize environmental impacts across the business by closely managing, monitoring, and improving our operations;

The programs and processes that foster an inclusive culture where our colleagues and communities can thrive and do the best work of their careers, as well as the ways we are helping to grow the pipeline of infrastructure engineers through education, recruitment, and community engagement;

• Governance .

Our approach to effective governance is to ensure the highest level of accountability and compliance rigor.

We look forward to sharing updates for our full year 2024 performance in our next Impact Report, scheduled to be published in the second quarter of 2025.

To learn more, visit our ESG website at www.bentley.com/company/esg-overview/.

The information posted on this website is not incorporated into this Annual Report on Form 10‑K.

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Outside the U.S., a small overall portion of our colleagues in certain countries are represented by a colleague representative organization, such as a union or colleague association.

Our colleagues bring 66 languages to fulfill the needs of our globally dispersed accounts and users.

Our colleagues are highly qualified with an average of seven years of total service and advanced academic credentials, including nearly 130 doctoral degrees and over 1,300 master’s‑level degrees.

Our colleagues bring nearly 70 languages to fulfill the needs of our globally dispersed accounts and users.

Our colleagues are highly qualified with an average of six years of total service and advanced academic credentials, including 150 doctoral degrees and over 1,400 master’s‑level degrees.

Colleague Experience

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We also focus on developing the personal and professional skills of our leaders.

Our Leadership Excellence and Development (LEAD) Essentials program strives to equip leaders to guide their teams while leveraging Bentley core competencies and a “One Bentley” mindset.

Inclusion and Belonging

We are a global company with colleagues of different cultures, backgrounds, and perspectives based in more than 40 countries worldwide.

Our Leadership Excellence and Development (LEAD) program provides leaders with the necessary toolkit to effectively guide their teams while developing Bentley core competencies and a “One Bentley” mindset.

Belonging and Inclusion

We are a global company with colleagues of different cultures, backgrounds, and perspectives based in more than 45 countries worldwide and speaking nearly 70 languages.

We strive to build a culture where all colleagues feel a sense of belonging so that they can fully realize their potential and produce their best work.

We have developed programs in the workplace and continue to invest in diversity partnerships so that our colleagues and communities can thrive.

Our Inclusion, Diversity, and Equity Alliance (“IDEA”) provides a platform for colleagues from all regions, departments, levels, and demographics to build community.

IDEA currently has six focus groups:

OpenPride, OpenAbilities, People of Color in the U.S., Women at Bentley, Veterans at Bentley, and IDEA India.

Each IDEA focus group is sponsored by a member of our leadership team.

We have held interactive sessions with our executives, emerging leaders, and talent acquisition teams in fostering inclusion and belonging and eliminating unconscious bias, and have implemented training for hiring managers to ensure fairness in the interview process.

Additional information on our diversity, equity, and inclusion programs can be found on our website at www.bentley.com/en/about-us/diversity-equity-inclusion.

Our executive management are key partners in providing access to resources and our leadership team by acting as executive sponsors for our colleague resource groups.

Our Inclusion, Diversity, and Equity Alliance (“IDEA”) program includes colleague-led resource groups that empower their members to join peers from across the business and the globe to foster belonging and inclusion.

The six resource groups – IDEA India, OpenAbilities, OpenPride, People of Color in the U.S., Veterans and Military Families at Bentley, and Women at Bentley – provide a safe space for colleagues to engage in open conversation, propose positive changes, and build a sense of community.

Corporate Information

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business