What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-27 · 477 added, 465 removed, 1247 unchanged (43% of the section changed)

12 unchanged sentences

Our management has concluded that, as of December 31, 2024, our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our independent registered public accounting firm, KPMG LLP, has issued an audit report on our internal control over financial reporting, which is included in Part II, Item 8 of this Annual Report on Form 10‑K.

Our independent registered public accounting firm, KPMG LLP, has issued an audit report on the effectiveness of our internal control over financial reporting, which is included in Part II, Item 8 of this Annual Report on Form 10‑K.

Changes in Internal Control over Financial Reporting

2 unchanged sentences

Rule 10b5-1 Trading Plans

Effective November 8, 2023 , Keith A.

Bentley , Director , adopted a trading plan established pursuant to Rule 10b5‑1 of the Exchange Act, which is intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c), to sell an aggregate of 1,000,000 shares of our Class B common stock through June 30, 2024.

On November 19, 2024 , Brock Ballard , the Company’s Chief Revenue Officer , adopted a trading plan established pursuant to Rule 10b5‑1 of the Exchange Act, which is intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c), to sell an aggregate of 20,047 shares of our Class B common stock.

Ballard’s plan expires on December 2, 2025 .

On December 6, 2024 , Michael M.

Campbell , the Company’s former Chief Product Officer , adopted a trading plan established pursuant to Rule 10b5‑1 of the Exchange Act, which is intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c).

The Company estimates that Mr.

Campbell could sell up to an aggregate of 9,000 shares of its Class B common stock under the plan, though the final number of shares sold will depend upon a variety of factors, including applicable tax rates.

Campbell’s plan expires on October 1, 2025 .

On December 10, 2024 , Gregory S.

Bentley , the Company’s Executive Chair and President , adopted a trading plan established pursuant to Rule 10b5‑1 of the Exchange Act, which is intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c), to sell an aggregate of 763,457 shares of our Class B common stock.

Bentley’s plan expires on June 30, 2026 .

On December 12, 2024 , David R.

Shaman , the Company’s Chief Legal Officer and Secretary , adopted a trading plan established pursuant to Rule 10b5‑1 of the Exchange Act, which is intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c).

The Company estimates that Mr.

Shaman could sell up to an aggregate of 127,942 shares of its Class B common stock under the plan.

Shaman’s plan expires on December 20, 2025 .

During the three months ended December 31, 2024, there were no other Company directors or executive officers who adopted or terminated 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.”

10 unchanged sentences

Name Age Position

Chief Executive Officer and President

Werner Andre 54 Chief Financial Officer and Chief Accounting Officer

Executive Chair and President

Chief Executive Officer

Werner Andre 55

Chief Financial Officer

Brock Ballard

Chief Revenue Officer

Chief Product Officer

Chief Operating Officer

Shaman 58 Chief Legal Officer and Secretary

Bentley has served as our President since June 1996 and Chief Executive Officer since August 2000.

James Lee 45 Chief Operating Officer

Chief Legal Officer and Secretary

Bentley has served as our President since June 1996 and as our Executive Chair since July 2024.

He served as our Chief Executive Officer from August 2000 to July 2024.

Prior to joining us in 1991, Mr.

4 unchanged sentences

in Finance and Decision Sciences from the Wharton School, University of Pennsylvania.

Cumins has served as our Chief Executive Officer since July 1, 2024 and is responsible for our overall strategy and growth.

Cumins previously served as our Chief Operating Officer since January 1, 2022.

Cumins joined us in September 2020 as our Chief Product Officer.

Prior to joining us, Mr.

Cumins served as general manager of SAP Marketing Cloud, a comprehensive marketing automation platform, from 2018 to 2020.

Cumins also served as chief product officer of Scytl, a platform for online voting, in Barcelona from 2016 to 2018, and senior vice president of product with OpenX, a pioneer in programmatic advertising, in Los Angeles from 2013 to 2016.

He holds Maîtrise de Droit (Law) and Maîtrise de Sciences de Gestion (Business) degrees from University Paris II Panthéon-Assas, Paris, France.

Werner Andre has served as our Chief Financial Officer since January 1, 2022 and is responsible for all aspects of finance including worldwide accounting, financial planning and analysis, tax, and treasury.

Andre joined us in 2015 as Global Corporate Controller and serves as our Chief Accounting Officer since 2020.

Andre joined us in 2015 as Global Corporate Controller and served as our Chief Accounting Officer from 2020 through March 2024.

Prior to joining us, Mr.

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from 2010 to 2015, and held several roles with PricewaterhouseCoopers LLP from 1995 to 2010.

He is a Certified Public Accountant in the state of Pennsylvania, and holds B.S.

He holds B.S.

degrees in Accounting and Financial Reporting from the University for Economics and Business Administration in Vienna.

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He holds a Bachelor of Arts in Communication and Information Sciences from the University of Alabama.

Campbell has served as our Chief Product Officer since joining us in September 2022.

Campbell is responsible for defining our product strategy and for managing product development to advance our leadership in infrastructure engineering software.

Prior to joining us, Mr.

Campbell held various positions with PTC Inc.

managing product development, product strategies, and entire software businesses.

He holds a Bachelor of Science in Mechanical Engineering from Boston University.

Cumins has served as our Chief Operating Officer since January 1, 2022.

Cumins is responsible for our sales and marketing, products, user success, and business operations globally.

Cumins previously served as our Chief Product Officer since 2020.

James Lee has served as our Chief Operating Officer since joining us in January 2025.

Lee is responsible for strengthening cross-functional planning and execution, driving operational excellence, and overseeing corporate development.

Prior to joining us, Mr.

Cumins served as general manager of SAP Marketing Cloud, a comprehensive marketing automation platform, from 2018 to 2020.

He holds Maîtrise de Droit (Law) and Maîtrise de Sciences de Gestion (Business) degrees from University Paris II Panthéon-Assas, Paris, France.

Lee joined Google in 2020 and served as the general manager of the startups and AI business at Google Cloud, an infrastructure and platform services business, since 2023.

Prior to joining Google, Mr.

Lee worked at SAP, an enterprise software solutions company, from 2008 to 2020, most recently serving as Chief Operating Officer for SAP Ariba and Fieldglass.

He holds a Master of Business Administration from Harvard Business School, a Bachelor of Commerce from the University of British Columbia, and a Diploma in Piano Performance from the Royal Conservatory of Music.

Shaman , our Chief Legal Officer, has led our legal team since 2015 and is responsible for legal, regulatory compliance, government relations, and license compliance activities.

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Financial Statements:

Reports of Independent Registered Public Accounting Firm ( KPMG LLP , Philadelphia, Pennsylvania , PCAOB ID:

Report of Independent Registered Public Accounting Firm ( KPMG LLP , Philadelphia, Pennsylvania , PCAOB ID:

Consolidated Balance Sheets

1 unchanged sentence

Consolidated Statements of Comprehensive Income

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Equity

Consolidated Statements of Cash Flows

22 unchanged sentences

001-39548) and incorporated herein by reference)

10.3 Amended and Restated Credit Agreement, dated as of December 19, 2017, by and among Bentley Systems, Incorporated, PNC Bank, National Association, as administrative agent, and the lenders party thereto (filed as Exhibit 10.1 to our Registration Statement on Form S-1 filed on August 21, 2020 (File No.

333-248246) and incorporated herein by reference)

10.4 First Amendment to Amended and Restated Credit Agreement, dated as of September 2, 2020, (filed as Exhibit 10.10 to our Registration Statement on Form S-1/A filed on September 8, 2020 (File No.

333-248246) and incorporated herein by reference)

10.5 Second Amendment to Amended and Restated Credit Agreement, dated as of January 25, 2021 (filed as Exhibit 10.2 to our Current Report on Form 8-K filed on January 26, 2021 (File No.

001-39548) and incorporated herein by reference)

10.6 Third Amendment to Amended and Restated Credit Agreement, dated as of June 22, 2021 (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 22, 2021 (File No.

001-39548) and incorporated herein by reference)

10.7 Fourth Amendment to Amended and Restated Credit Agreement, dated as of December 22, 2021 (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 29, 2021 (File No.

001-39548) and incorporated herein by reference)

10.8 Fifth Amendment to Amended and Restated Credit Agreement, dated as of December 14, 2022 (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 15, 2022 (File No.

001-39548) and incorporated herein by reference)

10.9 Sixth Amendment to Amended and Restated Credit Agreement, dated as of June 21, 2023 (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 23, 2023 (File No.

001-39548) and incorporated herein by reference)

10.10† Bentley Systems, Incorporated 2015 Equity Incentive Plan, as amended and restated effective as of May 29, 2018 (filed as Exhibit 10.6 to our Registration Statement on Form S-1 filed on August 21, 2020 (File No.

Second Amended and Restated Credit Agreement, dated as of October 18, 2024, by and among Bentley Systems, Incorporated, the lenders party thereto, and PNC Bank, National Association, as administrative agent (filed as Exhibit 10.1 to our Current Report on Form 8 - K filed on October 22, 2024 (File No.

001 - 39548) and incorporated herein by reference)

11 unchanged sentences

Amendment No.

1 to the Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan, as amended and restated effective as of September 22, 2020 (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on November 9, 2021 (File No.

1 to the Amended and Restated Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan (filed as Exhibit 10.1 to our Quarterly Report on Form 10‑Q filed on November 9, 2021 (File No.

001-39548) and incorporated herein by reference)

4 unchanged sentences

Amendment No.

1 to the Bentley Systems, Incorporated Bonus Pool Plan, as amended and restated effective as of September 22, 2020 (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on November 8, 2022 (File No.

1 to the Amended and Restated Bentley Systems, Incorporated Bonus Pool Plan (filed as Exhibit 10.1 to our Quarterly Report on Form 10‑Q filed on November 8, 2022 (File No.

001-39548) and incorporated herein by reference)

Amendment No.

2 to the Amended and Restated Bentley Systems, Incorporated Bonus Pool Plan (filed as Exhibit 10.3 to our Current Report on Form 8 ‑ K/A filed on June 28, 2024 (File No.

001 ‑ 39548) and incorporated herein by reference)

Bentley Systems, Incorporated Severance Policy for Key Executives (filed as Exhibit 10.1 to our Current Report on Form 8 ‑ K/A filed on June 28, 2024 (File No.

001 ‑ 39548) and incorporated herein by reference)

Letter Agreement by and among Nicholas H.

Cumins, Bentley Systems, Incorporated, and Bentley Systems France S.a.r.l.

(filed as Exhibit 10.2 to our Current Report on Form 8 ‑ K/A filed on June 28, 2024 (File No.

001 ‑ 39548) and incorporated herein by reference)

Common Stock Purchase Agreement, by and among Bentley Systems, Incorporated, Siemens AG, and the persons listed as “Key Holders” therein, dated September 23, 2016, as amended on October 28, 2016, and April 23, 2018 (filed as Exhibit 10.2 to our Registration Statement on Form S‑1 filed on August 21, 2020 (File No.

333-248246) and incorporated herein by reference)

19* Bentley Systems, Incorporated Insider Trading Policy

21* List of Subsidiaries

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97* Bentley Systems, Incorporated Incentive Compensation Clawback Policy, as Adopted on August 17, 2023 Pursuant to Nasdaq Rule 5608

97 Bentley Systems, Incorporated Incentive Compensation Clawback Policy, as Adopted on August 17, 2023 Pursuant to Nasdaq Rule 5608 (filed as Exhibit 97 to our Annual Report on Form 10‑K filed on February 27, 2024 (File No.

001-39548) and incorporated herein by reference)

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

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February 26, 2025

/s/ G REGORY S.

/s/ N ICHOLAS H.

Chief Executive Officer

1 unchanged sentence

Signature Title

/s/ G REGORY S.

Chairperson, Chief Executive Officer, and President

Bentley (Principal Executive Officer)

/s/ N ICHOLAS H.

Chief Executive Officer and Director

(Principal Executive Officer)

/s/ W ERNER A NDRE

Chief Financial Officer and Chief Accounting Officer

Werner Andre (Principal Financial Officer and Principal Accounting Officer)

Chief Financial Officer

Werner Andre (Principal Financial Officer)

/s/ T HOMAS F.

Chief Accounting Officer and Global Controller

(Principal Accounting Officer)

/s/ G REGORY S.

Executive Chair and President

/s/ B ARRY J.

6 unchanged sentences

Bentley Systems, Incorporated:

Opinion on Internal Control Over Financial Reporting

We have audited Bentley Systems, Incorporated and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated February 27, 2024 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Bentley Systems, Incorporated and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three‑year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

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A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

(2) provide reasonable

assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

1 unchanged sentence

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Philadelphia, Pennsylvania

February 27, 2024

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Bentley Systems, Incorporated:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Bentley Systems, Incorporated and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three‑year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2023, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 27, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of the standalone selling price for certain term license subscriptions and the portfolio balancing material right

As discussed in Note 3 to the consolidated financial statements, the Company recognized subscriptions revenues of $ 1,080,307 thousand for the year ended December 31, 2023, a portion of which relates to certain term license subscriptions and the portfolio balancing material right.

The Company allocates the transaction price to each distinct

performance obligation, including the portfolio balancing material right, based upon their relative standalone selling prices (SSPs).

In instances where a performance obligation, including a portfolio balancing material right, does not have directly observable SSPs, the Company maximizes the use of other observable inputs to estimate SSPs.

For the portfolio balancing material right, the Company uses historical user elections to estimate future user elections, which are used to estimate the SSPs.

We identified the evaluation of the SSPs for certain term license subscriptions and the portfolio balancing material right as a critical audit matter.

Specifically, a high degree of subjective auditor judgment was required to assess the nature and sufficiency of the evidence obtained to support the Company’s determination of SSPs for certain term licenses and the portfolio balancing material right.

The following are the primary procedures we performed to address this critical audit matter.

We applied auditor judgment to determine the nature and extent of procedures to be performed over the Company’s determination of SSPs, including those related to term license subscriptions and the portfolio balancing material right.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s revenue process, including controls related to the development of SSPs.

We inspected the Company’s SSP analysis for certain term licenses and compared the estimated SSPs to a selection of historical disaggregated sales data.

For certain term licenses, we also obtained the Company’s pricing policies and practices and compared them to the SSPs determined.

We tested the historical user elections for the portfolio balancing material right by sampling user elections and comparing them to signed revenue contracts.

We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature of such evidence.

Evaluation of intra‑entity transactions

As discussed in Note 16 to the consolidated financial statements, during the fourth quarter of 2023 the Company recognized a net discrete income tax benefit of $ 170,784 thousand attributable to internal legal entity restructuring and related intra‑entity transactions.

These transactions resulted in the recognition of deferred tax benefits arising from the net increase in deferred tax assets related to intangibles and goodwill of $ 171,622 thousand.

We identified the evaluation of the Company’s accounting for income taxes attributable to internal legal entity restructuring and related intra‑entity transactions as a critical audit matter.

A high degree of auditor judgment and the use of income tax professionals with specialized skills and knowledge were required to evaluate the interpretation and application of income tax regulations in various jurisdictions and the Company’s accounting for income taxes attributable to its internal legal entity restructuring and related intra-entity transactions.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

IT systems used in subscriptions and licenses revenues

As discussed in Note 3 to the consolidated financial statements and disclosed in the consolidated statements of operations, the Company recorded $1,353,095 thousand of total revenues for the year ended December 31, 2024, of which $1,269,323 thousand related to subscriptions and licenses.

There are high volumes of subscription and license transactions processed across multiple information technology (IT) systems.

We identified the evaluation of the sufficiency of audit evidence over subscriptions and licenses revenues as a critical audit matter.

This matter required especially subjective auditor judgment because of the number of IT applications involved in the subscriptions and licenses revenue recognition process.

This matter also included determining the nature and extent of audit evidence obtained over subscriptions and licenses revenues and required specialized skills and knowledge for the performance of certain procedures.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s income tax process, including controls related to the interpretation and application of tax regulations, and the Company’s accounting for income taxes attributable to its internal legal entity restructuring and related intra‑entity transactions.

We involved income tax professionals with specialized skills and knowledge in various tax jurisdictions who assisted in evaluating the underlying documentation, the Company’s interpretation and application of jurisdictional tax regulations, and accounting for income taxes attributable to its internal legal entity restructuring and related intra‑entity transactions.

We applied auditor judgment to determine the nature and extent of procedures to be performed over subscriptions and licenses revenues, including the determination of the IT applications subject to testing.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s subscriptions and licenses revenue process, including associated IT controls.

We assessed the recorded subscriptions and licenses revenues by selecting a sample of transactions and comparing the amounts recognized for consistency with underlying documentation, including contracts with customers.

We also involved IT professionals with specialized skills and knowledge, who assisted in testing key reports, application controls and general IT controls over certain IT applications that are used by the Company in its subscriptions and licenses revenue recognition process.

We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of such evidence.

We have served as the Company’s auditor since 2002.

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Total assets $ 3,399,807 $ 3,319,850

Liabilities and Stockholders’ Equity

Liabilities and Equity

Current liabilities:

15 unchanged sentences

Commitments and contingencies (Note 18)

Stockholders’ equity:

Preferred stock, $ 0.01 par value, authorized 100,000,000 shares;

1 unchanged sentence

Class A common stock, $ 0.01 par value, authorized 100,000,000 shares;

issued and outstanding 11,537,627 and 11,601,757 shares as of December 31, 2023 and 2022, respectively

issued and outstanding 11,537,627 shares as of December 31, 2024 and 2023

Class B common stock, $ 0.01 par value, authorized 1,800,000,000 shares;

4 unchanged sentences

Accumulated deficit ( 75,941 ) ( 161,932 )

Non-controlling interest 704 704

Total stockholders’ equity 883,982 573,454

Total liabilities and stockholders’ equity

Total Bentley Systems stockholders’ equity 1,040,987 883,278

Noncontrolling interest 133 704

Total equity 1,041,120 883,982

Total liabilities and equity

$ 3,399,807 $ 3,319,850

25 unchanged sentences

Interest expense, net ( 22,044 ) ( 39,793 ) ( 34,635 )

Other (expense) income, net

Other income (expense), net

12,949 ( 7,222 ) 24,298

1 unchanged sentence

293,055 183,527 198,275

Benefit (provision) for income taxes

143,241 ( 21,283 ) 3,448

Gain (loss) from investments accounted for using the equity method, net of tax

(Provision) benefit for income taxes

( 58,726 ) 143,241 ( 21,283 )

Equity in net income (losses) of investees, net of tax

104 19 ( 2,212 )

Per share information:

Net income per share, basic

234,433 326,787 174,780

Net income per share, diluted

Net income (loss) attributable to noncontrolling interest ( 354 ) — —

Net income attributable to Bentley Systems

$ 234,787 $ 326,787 $ 174,780

Weighted average shares, basic 312,358,823 309,226,677 305,711,345

Weighted average shares, diluted 332,503,633 331,765,158 314,610,814

Net income per share attributable to Bentley Systems stockholders:

Basic $ 0.75 $ 1.05 $ 0.57

Diluted $ 0.72 $ 1.00 $ 0.55

Weighted average shares:

Basic 314,886,615 312,358,823 309,226,677

Diluted 333,774,167 332,503,633 331,765,158

See accompanying notes to consolidated financial statements.

5 unchanged sentences

$ 234,433 $ 326,787 $ 174,780

Other comprehensive income (loss), net of taxes:

Other comprehensive (loss) income, net of taxes:

Foreign currency translation adjustments ( 19,308 ) 4,774 1,459

Actuarial (loss) gain on retirement plan, net of tax effect of $( 89 ), $( 245 ), and $( 44 ), respectively

Actuarial gain (loss) on retirement plan, net of tax effect of $( 45 ), $( 89 ), and $( 245 ), respectively

175 ( 21 ) 575

Total other comprehensive income (loss), net of taxes

Total other comprehensive (loss) income, net of taxes

( 19,133 ) 4,753 2,034

1 unchanged sentence

215,300 331,540 176,814

Net income (loss) attributable to noncontrolling interest ( 354 ) — —

Other comprehensive income (loss) attributable to noncontrolling interest ( 42 ) — —

Comprehensive income attributable to Bentley Systems

$ 215,696 $ 331,540 $ 176,814

See accompanying notes to consolidated financial statements.

BENTLEY SYSTEMS, INCORPORATED

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Equity

(in thousands, except share data)

Class A and Class B Additional Other Non- Total

Common Stock Paid-In Comprehensive Accumulated Controlling Stockholders’

Shares Par Value Capital Loss Deficit Interest Equity

Accumulated Bentley

Class A and Class B Additional Other Systems Non-

Common Stock Paid-In Comprehensive Accumulated Stockholders' Controlling Total

Shares Par Value Capital Loss Deficit Equity Interest Equity

Balance, December 31, 2021 282,526,719 $ 2,825 $ 937,805 $ ( 91,774 ) $ ( 439,634 ) $ 409,222 $ — $ 409,222

— — — — 174,780 174,780 — 174,780

Other comprehensive loss

— — — ( 65,541 ) — — ( 65,541 )

Shares issued related to acquisition 3,141,342 31 182,359 — — — 182,390

Purchase of capped call options, net of tax of $ 12,871

Other comprehensive income

— — — 2,034 — 2,034 — 2,034

2 unchanged sentences

DCP elective participant deferrals — — 6,580 — — 6,580 — 6,580

DCP modification — — ( 4,739 ) — — — ( 4,739 )

Shares issued in connection with Bonus Plan, net 445,050 5 21,920 — ( 5,197 ) 16,728 — 16,728

Shares issued and repurchased in connection with employee stock purchase plan, net 104,716 1 3,845 — ( 438 ) — 3,408

Shares issued in connection with employee stock purchase plan, net 307,406 3 10,332 — ( 273 ) 10,062 — 10,062

Stock option exercises, net 2,613,659 26 8,312 — ( 9,188 ) ( 850 ) — ( 850 )

Acquisition option exercises, net 185,178 2 ( 2 ) — — — — —

Shares issued for stock grants, net 13,632 — 450 — — 450 — 450

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Shares related to restricted stock, net 277,594 3 ( 4 ) — ( 4,491 ) ( 4,492 ) — ( 4,492 )

Repurchases of Class B common stock under approved program ( 896,126 ) ( 9 ) — — ( 28,241 ) ( 28,250 ) — ( 28,250 )

Other — — — — ( 15 ) ( 15 ) — ( 15 )

Noncontrolling interest acquired — — — — — — 704 704

Balance, December 31, 2022 289,014,487 2,890 1,030,466 ( 89,740 ) ( 370,866 ) 572,750 704 573,454

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Shares issued in connection with Bonus Plan, net 247,867 3 16,788 — ( 5,756 ) 11,035 — 11,035

Shares issued and repurchased in connection with employee stock purchase plan, net 307,406 3 10,332 — ( 273 ) — 10,062

Shares issued in connection with employee stock purchase plan, net 315,840 3 9,985 — ( 845 ) 9,143 — 9,143

Stock option exercises, net 2,621,959 26 11,689 — ( 6,581 ) 5,134 — 5,134

Acquisition option exercises, net 185,178 2 ( 2 ) — — — —

Shares issued for stock grants, net 12,639 — 600 — — 600 — 600

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Shares related to restricted stock, net 643,039 7 ( 7 ) — ( 7,299 ) ( 7,299 ) — ( 7,299 )

Repurchases of Class B common stock under approved program ( 896,126 ) ( 9 ) — — ( 28,241 ) — ( 28,250 )

Other — — — — ( 160 ) ( 160 ) — ( 160 )

Non-controlling interest acquired — — — — — 704 704

Balance, December 31, 2023 296,265,837 2,963 1,127,234 ( 84,987 ) ( 161,932 ) 883,278 704 883,982

Net income (loss)

— — — — 234,787 234,787 ( 354 ) 234,433

Other comprehensive income

Other comprehensive loss

— — — ( 19,091 ) — ( 19,091 ) ( 42 ) ( 19,133 )

Dividends declared — — — — ( 72,115 ) ( 72,115 ) — ( 72,115 )

Shares issued in connection with DCP, net

Shares issued in connection with DCP

4,707,845 47 ( 47 ) — — — — —

DCP elective participant deferrals — — 188 — — 188 — 188

Shares issued in connection with Bonus Plan, net

Shares issued in connection with Bonus Plan

282,340 3 14,473 — — 14,476 — 14,476

Shares issued and repurchased in connection with employee stock purchase plan, net

Shares issued in connection with employee stock purchase plan, net

253,578 2 11,226 — ( 348 ) 10,880 — 10,880

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Shares related to restricted stock, net 904,789 9 ( 9 ) — ( 9,966 ) ( 9,966 ) — ( 9,966 )

Repurchases of Class B common stock under approved program ( 1,292,733 ) ( 12 ) — — ( 64,347 ) ( 64,359 ) — ( 64,359 )

Other — — — — 175 175 ( 175 ) —

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Deferred compensation plan 12,382 13,580 ( 15,782 )

Amortization and write-off of deferred debt issuance costs 7,291 7,291 5,955

Amortization of deferred debt issuance costs 7,338 7,291 7,291

Change in fair value of derivative ( 10 ) 5,038 ( 27,083 )

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Proceeds from investments — 2,123 —

Other 2,621 — —

Net cash used in investing activities

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Payments of credit facilities ( 474,356 ) ( 841,723 ) ( 487,694 )

Proceeds from convertible senior notes, net of discounts and commissions — — 1,233,377

Payments of debt issuance costs ( 6,184 ) — —

Purchase of capped call options — — ( 51,605 )

Settlement of convertible senior notes — — ( 1,998 )

Proceeds from term loan — — 199,505

Repayments of term loan ( 190,000 ) ( 5,000 ) ( 5,000 )

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Effect of exchange rate changes on cash and cash equivalents ( 6,578 ) ( 390 ) ( 4,884 )

(Decrease) increase in cash and cash equivalents

Decrease in cash and cash equivalents

( 4,403 ) ( 3,272 ) ( 257,653 )

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Cost method investment — 3,500 5,936

Shares issued related to acquisition — — 182,390

Contingent acquisition consideration — — 1,390

Deferred, non-contingent consideration, net — 525 749

Term loan expenses included in Accruals and other current liabilities

Share-settled Bonus Plan awards 14,476 16,791 21,925

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The Company serves enterprises and professionals across the infrastructure lifecycle by improving project delivery and asset performance.

The Company’s engineering and geoprofessional applications are primarily desktop modeling and applications that support the breadth of engineering and geoprofessional disciplines.

The Company’s 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 , the Company’s cloud‑native technology platform to create, curate, and leverage infrastructure digital twins.

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 , the Company’s cloud‑native technology platform to create, curate, and leverage infrastructure digital twins, which was augmented through the acquisition of Cesium in September 2024.

Through the Company’s platform, existing products are becoming increasingly iTwin -enabled to take advantage of digital twin capabilities, and the Company is developing a new generation of iTwin -native, data-centric applications that leverage AI to increase engineering productivity.

Basis of Presentation and Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its consolidated subsidiaries.

The consolidated financial statements and accompanying notes have been prepared in U.S.

dollars and in accordance with GAAP.

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.

The Company is party to joint ventures, which are accounted for using the equity method.

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Foreign currency translation adjustments are recorded as a component of Other comprehensive income (loss), net of taxes in the consolidated statements of comprehensive income.

Reclassifications

Certain reclassifications of prior period amounts have been made to conform to the current period presentation.

Accounting Policies

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Below is a discussion of accounting policies and methods used in our consolidated financial statements that are not presented within other footnotes.

Segment — Reportable segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the CODM to allocate resources and assess performance.

The Company defines its CODM to be its chief executive officer.

The chief executive officer reviews the financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating the Company’s financial performance.

Accordingly, the Company has determined it operates and manages its business in a single reportable segment, the development and marketing of computer software and related services.

The Company markets its products and services through the Company’s offices in the U.S.

and its wholly‑owned branches and subsidiaries internationally.

Cost of Revenues — Cost of subscriptions and licenses expenses primarily include headcount‑related costs, as well as depreciation of property and equipment and amortization of capitalized software costs associated with servicing software subscriptions, amortization of intangible assets associated with acquired software and technology, channel partner compensation for providing sales coverage to users, as well as cloud‑related costs incurred for servicing the Company’s customers using cloud provisioned solutions and the Company’s license administration platform.

Cost of services expenses primarily include headcount‑related costs, as well as depreciation of property and equipment and amortization of capitalized software costs, used for providing training, implementation, configuration, and customization services to customers.

Cost of Revenues — Cost of subscriptions and licenses in the consolidated statements of operations primarily include headcount‑related costs, as well as cloud‑related costs incurred for servicing the Company’s customers using cloud provisioned solutions and the Company’s license administration platform.

Cost of subscriptions and licenses also include channel partner compensation for providing sales coverage to users, depreciation of property and equipment, and amortization of capitalized software costs associated with servicing software subscriptions and the Company’s ACDP described below, and amortization of intangible assets associated with acquired software and technology.

Cost of services in the consolidated statements of operations primarily include headcount‑related costs, as well as depreciation of property and equipment and amortization of capitalized software costs, used for providing training, implementation, configuration, and customization services to customers.

Software Development Costs — The Company’s software development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external accounts, before technological feasibility is reached, are included in Research and development in the consolidated statements of operations.

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In general, technological feasibility is reached shortly before the release of such products.

Under its Accelerated Commercial Development Program (“ACDP”) (the Company’s structured approach to an in‑house business incubator function), the Company capitalizes certain development costs related to certain projects once technological feasibility is established.

Under its ACDP (the Company’s structured approach to an in‑house business incubator function), the Company capitalizes certain development costs related to certain projects once technological feasibility is established.

Technological feasibility is established when a detailed program design has been completed and documented, the Company has established that the necessary skills, hardware, and software technology are available to produce the product, and there are no unresolved high‑risk development issues.

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The Company evaluates the recoverability of capitalized ACDP costs whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable.

During the year ended December 31, 2023, the Company recognized impairment charges of $ 1,835 related to certain ACDP projects, which were recorded as amortization expense in Cost of subscriptions and licenses in the consolidated statements of operations.

No impairment of capitalized ACDP costs occurred for the years ended December 31, 2024 or 2022.

As of December 31, 2024 and 2023, $ 12,961 and $ 13,148 of ACDP capitalized costs were recorded in Other assets in the consolidated balance sheets, respectively.

Advertising Expense — The Company expenses advertising costs as incurred.

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Cash equivalents are recorded at cost, which approximates fair value.

Accounts Receivable and Allowance for Doubtful Accounts — Accounts receivable primarily represent receivables from customers for products and services invoiced by the Company for which payment is outstanding and also unbilled revenues (see Note 3).

Receivables are recorded at the invoiced amount and do not bear interest.

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The Company maintains an allowance for potential credit losses, but historically has not experienced any significant losses related to individual customers or groups of customers in any particular industry or geographic region.

No single customer accounted for more than 2.0% of the Company’s total revenues for the years ended December 31, 2023 and 2022, or more than 2.5% of the Company’s total revenues for the year ended 2021.

No single customer accounted for more than 2% of the Company’s total revenues for the years ended December 31, 2024, 2023, or 2022.

The Company’s cash and cash equivalents are deposited with financial institutions and invested in money market funds that the Company believes are of high credit quality.

Internal-Use Software Implementation Costs — The Company has entered into cloud-based software hosting arrangements related to new internal-use information technology systems, including a new enterprise resource planning system, human capital management system, and customer relationship management system for which it incurs implementation costs.

Certain costs are capitalized and included in Prepaid and other current assets or Other assets in the consolidated balance sheets, depending on the short- or long-term nature of such costs.

Costs incurred during the preliminary project stage and post-implementation stage are expensed as incurred.

Capitalized internal-use software implementation costs are amortized, beginning on the date the related software is ready for its intended use, on a straight-line basis over the remaining term of the hosting arrangement primarily as a component of General and administrative in the consolidated statements of operations.

Options to extend the hosting arrangement are considered in determining the remaining term when it is reasonably certain that the option will be exercised.

As of December 31, 2024 and 2023, capitalized internal-use software implementation costs were $ 18,791 and $ 4,779 , respectively.

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2024‑03, Income Statements–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024‑03”), which requires enhanced disclosure of income statement expense categories to improve transparency and provide financial statement users with more detailed information about the nature, amount, and timing of expenses impacting financial performance.

ASU 2024-03 is effective for the Company for the annual reporting period beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

Early adoption is permitted.

The amendments in ASU 2024-03 may be adopted either on a prospective basis to financial statements issued for reporting periods after the effective date or on a retrospective basis to all periods presented.

The Company is currently evaluating the impact of the adoption of ASU 2024‑03, however, other than additional disclosure, the Company does not expect a change to the consolidated financial statements.

In March 2024, the SEC adopted the final rule under SEC Release No.

33‑11275, The Enhancement and Standardization of Climate‑Related Disclosures for Investors .

The final rule requires registrants to disclose certain climate‑related information in registration statements and annual reports.

The final rule disclosure requirements will begin phasing in prospectively for the Company’s fiscal year beginning January 1, 2025.

Subsequent to issuance, the final rule became the subject of litigation and the SEC issued a stay to allow the legal process to proceed.

The Company is currently evaluating the impact of the final rule on its consolidated financial statements disclosures.

In December 2023, the FASB issued ASU No.

2023‑09, Income Taxes (Topic 740):

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The Company is currently evaluating the impact of the adoption of ASU 2023‑09 on its consolidated financial statements and related disclosures.

Recently Adopted Accounting Guidance

In November 2023, the FASB issued ASU No.

2023‑07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023‑07”), which expands disclosures about a public entity’s reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how the Company’s CODM uses reported segment profit or loss information in assessing segment performance and allocating resources.

ASU 2023‑07 is effective for the Company for the annual reporting period beginning after December 15, 2023, and interim periods beginning after December 15, 2024.

Early adoption is permitted, including adoption in an interim period.

The Company is currently evaluating the impact of the adoption of ASU 2023‑07 on its consolidated financial statements and related disclosures.

Recently Adopted Accounting Guidance

In March 2020, the FASB issued ASU No.

2020‑04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020‑04”), which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

ASU 2020‑04 applies only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform between March 12, 2020 and December 31, 2022.

In December 2022, the FASB issued ASU No.

2022‑06, Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848 , which provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting by extending the sunset date of Topic 848 to December 31, 2024.

The expedients and exceptions provided by these ASUs do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2024, except for hedging relationships existing as of December 31, 2024, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship.

The Company adopted these ASUs during the second quarter of 2023 (see Note 10) and the adoption did not have a material impact on the Company’s consolidated financial statements.

Improvements to Reportable Segment Disclosures (“ASU 2023‑07”), which expands disclosures about a public entity’s reportable segments and requires more enhanced information about a reportable segment’s expenses, segment profit or loss, and how the Company’s CODM uses reported segment profit or loss information in assessing segment performance and allocating resources on an interim and annual basis.

The Company adopted this ASU during the year ended December 31, 2024 (see Note 19).

Revenue from Contracts with Customers

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Total revenues $ 1,353,095 $ 1,228,413 $ 1,099,082

(1) Enterprise subscriptions includes revenue attributable to E365 subscriptions of $ 411,025 , $ 306,901 , and $ 223,293 for the years ended December 31, 2023, 2022, and 2021, respectively.

(1) Enterprise subscriptions are primarily revenues attributable to E365 subscriptions of $ 517,997 , $ 411,025 , and $ 306,901 for the years ended December 31, 2024, 2023, and 2022, respectively.

The Company recognizes perpetual licenses and the term license component of subscriptions as revenue when either the licenses are delivered or at the start of the subscription term.

For the years ended December 31, 2024, 2023, and 2022, the Company recognized $ 679,811 , $ 592,737 , and $ 513,736 of license related revenues, respectively, of which $ 633,850 , $ 546,699 , and $ 470,359 , respectively, were attributable to the term license component of the Company’s subscription based commercial offerings recorded in Subscriptions in the consolidated statements of operations.

The Company derived 8 % of its total revenues through channel partners for the years ended December 31, 2023, 2022, and 2021.

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

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totaled $ 561,683 , $ 511,828 , and $ 459,511 for the years ended December 31, 2024, 2023, and 2022, respectively.

The Company primarily utilizes its direct internal sales force and also has arrangements through independent channel partners to promote and sell its products and subscriptions to end‑users.

Channel partners are authorized to promote the sale of an authorized set of the Company’s products and subscriptions within an authorized geography under a Channel Partner Agreement.

The Company derived 7 %, 8 %, and 8 % of its total revenues through channel partners for the years ended December 31, 2024, 2023, and 2022, respectively.

Nature of Products and Services

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The Company generates revenues from subscriptions, perpetual licenses, and services.

The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be longer than one year.

The contract costs are amortized based on the economic life of the goods and services to which the contract costs relate.

The Company has determined that costs under certain sales incentive programs meet the requirements to be capitalized.

The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less.

These costs include the Company’s internal sales force compensation program and certain channel partner sales incentive programs for which the annual compensation is commensurate with annual sales activities.

Subscriptions and perpetual licenses are typically paid upfront, and services are typically paid in arrears, based on the contract terms as described below, generally with payment terms of 30 days.

The Company does not have any material variable consideration, such as obligations for returns, refunds, or warranties.

Subscriptions

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Usage is primarily defined as distinct user access on a daily basis.

E365 subscriptions can contain quarterly usage floors or collars.

E365 subscriptions can contain quarterly usage floors or ceilings.

The term of E365 subscriptions aligns with calendar quarters and revenue is recognized based on actual usage.

Alternatively, enterprise license subscriptions (“ELS”) provide access for a prepaid fee, which is based on the account’s usage of software in the preceding year, to effectively create a fee‑certain consumption‑based arrangement.

ELS contain a term license component, SELECT maintenance and support, and performance consulting days.

The SELECT maintenance and support benefits under ELS do not include a portfolio balancing performance obligation.

Revenue is allocated to the various performance obligations based on their respective SSP.

Revenue allocated to the term license component is recognized upon delivery at the start of the subscription term while revenues for the SELECT maintenance and support and the performance consulting days are recognized as delivered over the subscription term.

Billings in advance are recorded as Deferred revenues in the consolidated balance sheets.

SELECT Subscriptions

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For Virtuoso keys, revenue is recognized as services are delivered.

Billings in advance are recorded as Deferred revenues in the consolidated balance sheets.

For usage‑based QTL and MTL subscriptions, revenues are recognized based upon usage incurred by the account.

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The terms of QTL and MTL subscriptions align with calendar quarters and calendar months, respectively, and revenue is recognized based on actual usage.

Visas are quarterly or annual term licenses enabling users to access specific project or enterprise information and entitles users to certain functionality of the Company’s ProjectWise and AssetWise systems.

Visas are QTLs or ATLs enabling users to access specific project or enterprise information and entitles users to certain functionality of the Company’s ProjectWise and AssetWise systems.

The Company’s standard offerings are usage based with monetization through the Company’s CSS program as described below.

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Revenues are recognized as services are performed.

The Company primarily utilizes its direct internal sales force and also has arrangements through independent channel partners to promote and sell its products and subscriptions to end‑users.

Channel partners are authorized to promote the sale of an authorized set of the Company’s products and subscriptions within an authorized geography under a Channel Partner Agreement.

Significant Judgments and Estimates

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This right is included in the initial and subsequent renewal terms and the Company reestablishes the revenue deferral for the material right upon the beginning of the renewal term.

Unbilled Revenues

Unbilled revenues represent revenues that have not yet been billed to customers due to timing differences in usage and billing cycles, and are included in Accounts receivable in the consolidated balance sheets.

As of December 31, 2023 and 2022, unbilled revenues were $ 129,494 and $ 113,217 , respectively.

Unbilled Accounts Receivable

Unbilled accounts receivable represent amounts that are unbilled due to agreed-upon contractual terms in which billing occurs subsequent to revenue recognition, and are included in Accounts receivable in the consolidated balance sheets.

As of December 31, 2024 and 2023, unbilled accounts receivable were $ 159,924 and $ 129,494 , respectively.

Contract Balances

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Deferred revenues consist of billings made or payments received in advance of revenue recognition from subscriptions and services.

The timing of revenue recognition may differ from the timing of billings to users.

As of December 31, 2023 and 2022, total deferred revenues on the consolidated balance sheets were $ 269,647 and $ 243,073 , respectively.

The primary changes in the Company’s deferred revenues are due to our performance under the contracts and new billings made or payments received in advance of revenue recognition from subscriptions and services.

The satisfaction of performance obligations typically lags behind payments received under revenue from contracts with customers.

For the year ended December 31, 2024, $ 231,114 of revenues that were included in the December 31, 2023 deferred revenues balance were recognized.

There were additional deferrals of $ 237,193 , which were primarily related to new billings and acquisitions.

There were additional deferrals of $ 233,910 , which were primarily related to new billings.

For the year ended December 31, 2023, $ 213,021 of revenues that were included in the December 31, 2022 deferred revenues balance were recognized.

There were additional deferrals of $ 237,193 , which were primarily related to new billings and acquisitions.

As of December 31, 2023 and 2022, the Company has deferred $ 18,269 and $ 17,338 , respectively, related to portfolio balancing exchange rights which is included in Deferred revenues in the consolidated balance sheets.

As of December 31, 2024 and 2023, the Company deferred $ 18,540 and $ 18,269 , respectively, related to portfolio balancing exchange rights which is included in Deferred revenues in the consolidated balance sheets.

Costs to Obtain a Contract with a Customer

The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be longer than one year.

The contract costs are amortized based on the economic life of the goods and services to which the contract costs relate.

The Company has determined that costs under certain sales incentive programs meet the requirements to be capitalized.

The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less.

As of December 31, 2024 and 2023, deferred costs of $ 4,490 and $ 4,958 , respectively, were included in Prepaid and other current assets in the consolidated balance sheets and $ 10,715 and $ 10,242 , respectively, were included in Other assets in the consolidated balance sheets.

Amortization expense related to assets recognized from costs to obtain a contract with a customer was $ 5,241 , $ 5,567 , and $ 3,898 and is included in Cost of subscriptions and licenses and Selling and marketing in the consolidated statements of operations for the years ended December 31, 2024, 2023, and 2022, respectively.

Impairments of contract cost assets were not material during the years ended December 31, 2024, 2023, or 2022.

Remaining Performance Obligations

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As of December 31, 2024, amounts allocated to these remaining performance obligations are $ 262,370 , of which the Company expects to recognize approximately 94 % over the next 12 months with the remaining amount thereafter.

The Company’s software license agreements typically provide for indemnification of customers for intellectual property infringement claims.

The Company also warrants to customers, when requested, that its software products operate substantially in accordance with standard specifications for a limited period of time.

The Company has not incurred significant obligations under customer indemnification or warranty provisions historically and does not expect to incur significant obligations in the future.

Accordingly, the Company does not maintain accruals for potential customer indemnification or warranty‑related obligations.

The aggregate details of the Company’s acquisition activity are as follows:

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Net cash paid $ 130,407 $ 26,023 $ 743,007

(1) Of the cash paid at closing for the year ended December 31, 2023, $ 1,000 was deposited into an escrow account to secure any potential indemnification and other obligations of the seller.

(1) Of the cash paid at closing, $ 11,000 was held in an escrow account to secure any potential indemnification and other obligations of the seller as of December 31, 2024.

On January 31, 2022, the Company completed the acquisition of PLS, a leader in software for the design of overhead electric power transmission lines and their structures, for $ 695,968 in cash, net of cash acquired.

On June 17, 2021, the Company completed the acquisition of Seequent, a leader in software for geological and geophysical modeling, geotechnical stability, and cloud services for geodata management and collaboration, for $ 883,336 in cash, net of cash acquired, plus 3,141,342 shares of the Company’s Class B common stock.

The operating results of the acquired businesses, except for Seequent, were not material, individually or in the aggregate, to the Company’s consolidated statements of operations.

The fair value of the contingent consideration from acquisitions is included in the consolidated balance sheets as follows:

Accruals and other current liabilities $ — $ 1,196

Contingent consideration from acquisitions $ — $ 1,196

The operating results of the acquired businesses were not material, individually or in the aggregate, to the Company’s consolidated statements of operations.

The fair value of non-contingent consideration from acquisitions is included in the consolidated balance sheets as follows:

Accruals and other current liabilities $ — $ 3,576

Other liabilities — 2,977

Non-contingent consideration from acquisitions $ — $ 3,576

The operating results of the acquired businesses are included in the Company’s consolidated financial statements from the closing date of each respective acquisition.

The purchase price for each acquisition has been allocated to the net tangible and intangible assets and liabilities based on their estimated fair values at the respective acquisition date.

The Company is in the process of finalizing the purchase accounting for two acquisitions completed during the year ended December 31, 2023.

Identifiable assets acquired and liabilities assumed were provisionally recorded at their estimated fair values on the respective acquisition date.

The initial accounting for these business combinations is not complete because the evaluation necessary to assess the fair values of certain net assets acquired is still in process.

The provisional amounts are subject to revision until the evaluations are completed to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date.

The allocation of the purchase price may be modified from the date of the acquisition as more information is obtained about the fair values of assets acquired and liabilities assumed, however, such measurement period cannot exceed one year.

Acquisition costs are expensed as incurred and are recorded in General and administrative in the consolidated statements of operations.

For the years ended December 31, 2023, 2022, and 2021, the Company’s acquisition expenses were $ 5,879 , $ 11,758 , and $ 20,471 , respectively, which include costs related to legal, accounting, valuation, insurance, and other consulting and transaction fees.

For the year ended December 31, 2022, $ 9,804 of the Company’s acquisition expenses related to the acquisition of PLS.

For the year ended December 31, 2021, $ 16,557 and $ 1,644 of the Company’s acquisition expenses related to the acquisition of Seequent and PLS, respectively.

The following summarizes the fair values of the assets acquired and liabilities assumed, as well as the weighted average useful lives assigned to acquired intangible assets at the respective date of each acquisition (including contingent consideration):

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Cash paid at closing $ 143,299 $ 26,287 $ 763,228

Shares issued at closing (1)(2)

Contingent consideration — — 1,390

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5,145 1,000 6,972

In-process research and development — — 3,700

Total identifiable assets acquired excluding goodwill 31,637 12,537 131,529

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Deferred income taxes ( 136 ) — ( 5,745 )

Other liabilities — — ( 716 )

Total liabilities assumed ( 8,444 ) ( 5,644 ) ( 25,237 )

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Net assets acquired $ 143,407 $ 26,827 $ 765,098

(1) Of the total 3,141,342 shares issued at closing, 83,627 shares are subject to forfeiture if post‑closing employment service conditions are not met and accordingly were recorded as stock‑based compensation expense over the related forfeiture period of two years .

(2) A fair value adjustment of $ 16,943 was applied to the stock consideration due to restrictions on the transfer of securities.

The Company allocates the purchase price for each acquisition to the net tangible and intangible assets acquired and liabilities assumed based on their estimated fair value at the respective acquisition date, with the exception of deferred revenues which are recognized and measured on the acquisition date in accordance with the Company’s revenue recognition policies in Note 3.

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The Company expects $ 26,444 of the goodwill recorded relating to the 2024 acquisitions will be deductible for income tax purposes.

Unaudited Pro Forma Financial Information

Had the acquisition of Seequent been made at the beginning of 2020, unaudited pro forma total revenues for the year ended December 31, 2021 would have been $ 1,017,975 .

Net income, net income per share, basic, and net income per share, diluted for the year ended December 31, 2021 would not have been materially different than the amounts reported primarily due to the pro forma adjustments to reflect the amortization of purchased intangibles and the cost to finance the transaction, net of the related tax effects.

The unaudited pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of 2020.

The unaudited pro forma financial information combines the historical results of the Company, the adjusted historical results of Seequent considering the date the Company completed the acquisition of Seequent, and the effects of the pro forma adjustments described above.

The Company is in the process of finalizing the purchase accounting for certain acquisitions completed during the year ended December 31, 2024.

The initial accounting for these business combinations is not complete because the evaluation necessary to assess the fair values of certain net assets acquired is still in process.

The primary areas of preliminary purchase price allocation that are not yet finalized are amounts for tax assets and liabilities and residual goodwill.

Property and Equipment, Net

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If the carrying value of the asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value.

No impairment of property and equipment occurred for the years ended December 31, 2023, 2022, and 2021.

Impairments of property and equipment were not material during the years ended December 31, 2024 or 2023.

No impairment of property and equipment occurred for the year ended December 31, 2022.

Related Party Equipment Sale

In January 2022, the Audit Committee of the Company’s Board of Directors authorized the Company to sell 50 % of its interest in the Company’s aircraft at fair market value to an entity controlled by the Company’s Chief Executive Officer.

The transaction was completed on February 1, 2022 for $ 2,380 and resulted in a gain of $ 2,029 , which was recorded in Other (expense) income, net in the consolidated statements of operations for the year ended December 31, 2022 (see Note 20).

The transaction was completed on February 1, 2022 for $ 2,380 and resulted in a gain of $ 2,029 , which was recorded in Other income (expense), net in the consolidated statements of operations for the year ended December 31, 2022 (see Note 20).

Subsequent to the transaction, ongoing operating and fixed costs of the aircraft are shared on a proportional use basis subject to a cost-sharing agreement.

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Goodwill and Other Intangible Assets

The Company’s intangible assets primarily arise from acquisitions and principally consist of goodwill, trademarks, customer relationships, and acquired software and technology.

Intangible assets, other than goodwill, are amortized on a straight‑line basis over their estimated useful lives.

The changes in the carrying amount of goodwill are as follows:

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There was no impairment of goodwill as a result of the Company’s annual impairment assessments conducted for the years ended December 31, 2024, 2023, or 2022.

Other Intangible Assets

Details of intangible assets other than goodwill are as follows:

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Total amortization expense $ 46,679 $ 51,219 $ 53,592

Intangible assets arise from acquisitions and principally consist of goodwill, trademarks, customer relationships, in‑process research and development, and acquired software and technology.

Intangible assets, other than goodwill and in‑process research and development, are amortized on a straight‑line basis over their estimated useful lives.

Amortization expense for the years following December 31, 2024 are estimated as follows:

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Thereafter 44,615

Intangible assets other than goodwill are tested annually for impairment on October 1, or more frequently if events occur or circumstances change that would more likely than not reduce its fair value below its carrying amount.

In testing intangible assets other than goodwill for impairment, the Company may first qualitatively assess whether it is more likely than not (a likelihood of more than 50 percent) that an intangible asset impairment exists.

If it is determined that a quantitative assessment is required, the Company will evaluate the cash flows generated by the underlying asset, including estimated future operation results, trends, or other determinants of fair value.

If the total of the expected future undiscounted cash flows were less than the carrying amount of the asset, the Company would recognize an impairment charge to the extent the carrying amount of the asset exceeded its estimated fair value.

There was no impairment of intangible assets for the years ended December 31, 2024, 2023, or 2022.

Investments consist of the following:

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The Company’s share of income or loss of such companies is not included in the Company’s consolidated statements of operations.

Through its iTwin Ventures initiative, the Company invests in technology development companies, generally in the form of equity interests or convertible notes.

The Company invests in technology development companies, generally in the form of equity interests or convertible notes.

In March 2023, the Company acquired an equity interest in Worldsensing, a leading global connectivity hardware platform company for infrastructure monitoring, via contribution of its sensemetrics’ Thread connectivity device business (the “Thread business”) and cash.

The non‑cash contribution of the Thread business resulted in an insignificant gain, which was recorded in Other (expense) income, net in the consolidated statements of operations for the year ended December 31, 2023 (see Note 20).

The non‑cash contribution of the Thread business resulted in an insignificant gain, which was recorded in Other income (expense), net in the consolidated statements of operations for the year ended December 31, 2023.

In July 2022, the Company acquired an equity interest in Teralytics Holdings AG (“Teralytics”), a global platform company for human mobility analysis, via contribution of its Streetlytics mobility data business (“Streetlytics”) and cash.

The non‑cash contribution of Streetlytics resulted in an insignificant gain, which was recorded in Other (expense) income, net in the consolidated statements of operations for the year ended December 31, 2022 (see Note 20).

The non‑cash contribution of Streetlytics resulted in an insignificant gain, which was recorded in Other income (expense), net in the consolidated statements of operations for the year ended December 31, 2022.

The Company tests its investments for impairment whenever circumstances indicate that the carrying value of the investment may not be recoverable.

Impairment of investments was not material during the year ended December 31, 2024.

During the year ended December 31, 2023, the Company recognized impairment charges of $ 14,588 to write‑down certain cost method investments to their fair value primarily as a result of the investees’ decline in operating performance and the overall decline in the venture investment valuation environment.

The impairment charges included $ 11,130 to write‑off the Company’s investment in Teralytics.

The impairment charges were recorded in Other (expense) income, net in the consolidated statements of operations for the year ended December 31, 2023 (see Note 20).

No impairment of investments occurred for the years ended December 31, 2022 or 2021.

During the year ended December 31, 2023, the Company recognized gains on investments of $ 2,360 , which was recorded in Other (expense) income, net in the consolidated statements of operations (see Note 20).

The impairment charges were recorded in Other income (expense), net in the consolidated statements of operations for the year ended December 31, 2023 (see Note 20).

No impairment of investments occurred for the year ended December 31, 2022.

During the year ended December 31, 2023, the Company recognized gains on investments of $ 2,360 , which were recorded in Other income (expense), net in the consolidated statements of operations (see Note 20).

During the year ended December 31, 2024, the Company invested a total of $ 1,435 .

During the year ended December 31, 2023, the Company invested a total of $ 12,841 , including $ 8,928 of cash and non-cash for its investment in Worldsensing.

During the year ended December 31, 2022, the Company invested a total of $ 15,107 , including $ 11,130 of cash and non-cash for its investment in Teralytics.

As of December 31, 2023, the Company’s investment balance in Worldsensing was $ 8,928 .

As of December 31, 2023 and 2022, the Company’s investment balance in Teralytics was zero and $ 11,130 , respectively.

As of December 31, 2024 and 2023, the Company’s investment balance in Worldsensing was $ 8,928 .

During the second quarter of 2024, the Company acquired a business from Teralytics for $ 5,000 .

During the fourth quarter of 2024, the Company sold its ownership percentage in Teralytics, which resulted in no gain.

The carrying value of Teralytics was zero as of December 31, 2023.

Equity Method Investments

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The Company’s equity method investments in joint ventures are considered related parties.

For the years ended December 31, 2023 and 2022, the Company invested $ 2,261 and $ 2,343 , respectively.

For the years ended December 31, 2023 and 2022, transactions between the Company and its joint ventures were not material to the Company’s consolidated financial statements.

No investments were made during the year ended December 31, 2024.

During the year ended December 31, 2023, the Company invested $ 2,261 .

During the years ended December 31, 2024 and 2023, transactions between the Company and its joint ventures were not material to the Company’s consolidated financial statements.

The Company’s operating leases consist of office facilities, office equipment, and automobiles.

As of December 31, 2023, the Company’s leases have remaining terms of less than one year to ten years , some of which include one or more options to renew, with renewal terms from one year to five years and some of which include options to terminate the leases from less than one year to five years .

As of December 31, 2024, the Company’s leases have remaining terms of less than one year to nine years , some of which include one or more options to renew, with renewal terms from one year to five years and some of which include options to terminate the leases from less than one year to five years .

The Company determines if an arrangement is a lease at inception.

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Payments under the Company’s lease arrangements are primarily fixed, however, certain lease agreements contain variable payments, which are expensed as incurred and not included in the operating lease assets and liabilities.

Variable lease cost may include common area maintenance, property taxes, utilities, and fluctuations in rent due to a change in an index or rate.

Variable lease cost may include common area maintenance, property taxes, and utilities.

The Company has elected not to recognize a right‑of‑use asset or lease liability for short‑term leases (leases with a term of twelve months or less).

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(1) Operating lease cost includes rent cost related to operating leases for office facilities of $ 16,927 , $ 19,199 , and $ 20,027 for the years ended December 31, 2024, 2023, and 2022, respectively.

Supplemental operating cash flow and other information related to leases was as follows:

Supplemental operating cash flows and other information related to leases was as follows:

Year Ended December 31,

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If the carrying value of the asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value.

During the year ended December 31, 2023, the Company recognized impairment charges of $ 2,239 to write‑down certain right‑of‑use assets to their fair value primarily as a result of the decision to vacate certain leased facilities.

The impairment charges were recorded in General and administrative in the consolidated statements of operations.

No impairment of right‑of‑use assets occurred for the years ended December 31, 2022 or 2021.

During the year ended December 31, 2024 and 2023, the Company recognized impairment charges of $ 2,823 and $ 2,239 , respectively, to write‑down certain right‑of‑use assets to their fair value primarily as a result of the decision to vacate certain leased facilities.

The impairment charges were recorded within various cost of revenues and operating expense line items in the consolidated statements of operations based on the function of the associated right‑of‑use asset.

No impairment of right‑of‑use assets occurred for the years ended December 31, 2022.

Accruals and Other Current Liabilities

Accruals and other current liabilities consist of the following:

CSS deposits $ 284,276 $ 201,082

Cloud Services Subscription deposits $ 366,895 $ 284,276

Accrued compensation 47,121 43,316

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Due to customers 16,995 16,924

Accrued realignment costs 12,459 —

Accrued indirect taxes 9,769 10,722

Accrued acquisition stay bonus 7,536 4,336

Accrued professional fees 5,854 5,970

Employee stock purchase plan contributions 5,577 5,790

Accrued acquisition stay bonus 4,336 9,135

Non-contingent consideration from acquisitions 3,576 2,434

Accrued cloud provisioning costs 4,579 3,572

Deferred compensation plan liabilities 3,798 2,355

Contingent consideration from acquisitions — 1,196

Accrued realignment costs — 12,459

Non-contingent consideration from acquisitions — 3,576

Other accrued and current liabilities 27,531 24,069

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Long‑term debt consists of the following:

Credit facility:

Credit facilities:

Revolving loan facility due October 2029 $ 135,315 $ —

Revolving loan facility due November 2025 — 92,028

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Long-term debt $ 1,388,088 $ 1,518,403

Credit Facility

The Company has a Credit Facility which provides for an $ 850,000 senior secured revolving loan facility that matures on November 15, 2025.

The Credit Facility also provides up to $ 50,000 of letters of credit and other borrowings subject to availability, including an $ 85,000 U.S.

dollar swingline sub‑facility and a $ 200,000 incremental “accordion” sub‑facility.

Debt issuance costs are amortized to interest expense through the maturity date.

When the Company amended the Credit Facility on January 25, 2021, to increase the senior secured revolving loan facility and extend the maturity date, the Company performed an extinguishment versus modification assessment on a lender‑by‑lender basis resulting in the write‑off of unamortized debt issuance costs of $ 353 and the capitalization of fees paid to lenders and third parties of $ 3,577 .

Credit Facilities

On October 18, 2024, the Company entered into the Credit Facility, which provides the Company with a $ 1,300,000 revolving credit facility, including a $ 125,000 swingline loan and $ 125,000 in letters of credit.

The Credit Facility also provides the Company with a $ 500,000 “accordion” feature to increase the facility in the form of both revolving indebtedness and/or incremental term loans.

On October 18, 2024, the Company used borrowings under the Credit Facility to repay a portion of the revolving indebtedness outstanding under the 2017 Credit Facility and all of the outstanding senior secured term loan.

In connection with the termination of the 2017 Credit Facility and entrance into the Credit Facility, the Company performed an extinguishment versus modification assessment on a lender-by-lender basis resulting in the write-off of an insignificant amount of unamortized debt issuance costs.

Additionally, $ 6,184 of capitalized fees paid to lenders and third parties associated with the Credit Facility were recorded in Prepaid and other current assets or Other assets in the consolidated balance sheets, depending on the short- or long-term nature of such costs.

Debt issuance costs are amortized to Interest expense, net , in the consolidated statements of operations through the maturity date.

The Credit Facility matures on October 18, 2029, subject to a “revolving maturity date” on the date that is 91 days prior to the maturity date of the Company’s outstanding convertible debt, unless on such date the Company meets certain liquidity requirements.

Voluntary prepayments under the Credit Facility are permitted at any time without payment of any prepayment premiums.

Revolving loan borrowings under the Credit Facility bear interest, at the Company’s option, at the Alternative Base Rate or Term SOFR that reset every one, three, or six months.

Under the Term SOFR elections, revolving loan borrowings bear an interest rate of the applicable Term SOFR rate plus a credit spread adjustment of 10 bps, plus a spread ranging from 125 bps to 225 bps as determined by the Company’s net leverage ratio.

Under the non‑Term SOFR elections, revolving loan borrowings bear a base interest rate of the highest of (i) the prime rate, (ii) the overnight bank funding effective rate plus 50 bps, or (iii) the daily simple SOFR rate plus 100 bps, plus a spread ranging from 25 bps to 125 bps as determined by the Company’s net leverage ratio.

Swingline borrowings under the Credit Facility bear interest that resets daily.

Interest on swingline borrowings bear an interest rate of the daily simple SOFR rate plus a credit spread adjustment of 10 bps, plus a spread ranging from 125 bps to 225 bps as determined by the Company’s net leverage ratio.

In addition, a commitment fee for the unused revolving credit facility ranges from 20 bps to 30 bps per annum as determined by the Company’s net leverage ratio.

Borrowings under the Credit Facility are guaranteed by the Company’s material first tier domestic subsidiaries and are secured by a first priority security interest in substantially all of the Company’s and the guarantors’ U.S.

assets, including pledges of the stock of each of their directly owned domestic and foreign subsidiaries, with the latter limited to 65 % of such stock.

The agreement governing the Credit Facility contains customary affirmative and negative covenants, including restrictions on our ability to pay dividends, repurchase our Class B common stock, and make other restricted payments, as well as events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenants defaults, cross-defaults to certain other indebtedness in excess of $ 100,000 , certain events of bankruptcy and insolvency, judgment defaults in excess of $ 10,000 , failure of any security document supporting the Credit Facility to be in full force and effect, and a change of control.

The Credit Facility also contains customary financial covenants, including net leverage ratio, net senior secured leverage ratio, and interest coverage ratio.

Prior to entering into the Credit Facility, the Company’s 2017 Credit Facility provided for an $ 850,000 senior secured revolving loan facility that was scheduled to mature on November 15, 2025.

On December 22, 2021, the Company amended the 2017 Credit Facility to provide for a $ 200,000 senior secured term loan with a maturity of November 15, 2025 (the “Term Loan”).

The Term Loan requires principal repayment at the end of each calendar quarter.

The Term Loan required principal repayment at the end of each calendar quarter.

Beginning with March 31, 2022 and ending with December 31, 2023, the Company was required to repay $ 1,250 per quarter.

Beginning with March 31, 2024 and ending with the last such date prior to the maturity date, the Company is required to repay $ 2,500 per quarter.

The Company incurred $ 540 of debt issuance costs related to the Term Loan.

Beginning with March 31, 2024 and ending with the last such date prior to the maturity date, the Company was required to repay $ 2,500 per quarter.

The Company used borrowings under the Term Loan to pay down borrowings under the swingline sub‑facility and revolving loan facility under the Credit Facility.

The Company had $ 150 of letters of credit and surety bonds outstanding as of December 31, 2023 and 2022 under the Credit Facility.

As of December 31, 2023 and 2022, the Company had $ 757,822 and $ 504,253 , respectively, available under the Credit Facility.

Effective June 23, 2023, the Company amended the Credit Facility to replace the referenced interest rate based on LIBOR with SOFR.

Revolving loan borrowings under the Credit Facility bear interest at variable rates that reset every one, three, or six months depending on the period selected by the Company.

Under the Term SOFR elections, revolving loan borrowings bear an interest rate of the applicable term SOFR rate plus 10 bps, plus a spread ranging from 125 bps to 225 bps as determined by the Company’s net leverage ratio.

Under the non‑Term SOFR elections, revolving loan borrowings bear a base interest rate of the highest of (i) the prime rate, (ii) the overnight bank funding effective rate plus 50 bps, or (iii) the applicable term SOFR rate plus 10 bps, plus a spread ranging from 25 bps to 125 bps as determined by the Company’s net leverage ratio.

Swingline borrowings under the Credit Facility bear interest that resets daily.

Interest on U.S.

dollar swingline borrowings bear an interest rate of the daily simple SOFR rate plus 3.5 bps, plus a spread ranging from 125 bps to 225 bps as determined by the Company’s net leverage ratio.

The Company cannot make optional currency swingline borrowings without the consent of the applicable swingline lender.

Term loan borrowings under the Credit Facility bear interest at variable rates that reset every one, three, or six months depending on the period selected by the Company.

Under the Term SOFR elections, term loan borrowings bear an interest rate of the applicable term SOFR rate plus 10 bps, plus a spread ranging from 100 bps to 200 bps as determined by the Company’s net leverage ratio.

Under the non‑Term SOFR elections, term loan borrowings bear a base interest rate of the highest of (i) the prime rate, (ii) the overnight bank funding effective rate plus 50 bps, or (iii) the applicable term SOFR rate plus 10 bps, plus a spread ranging from 0 bps to 100 bps as determined by the Company’s net leverage ratio.

In addition, a commitment fee for the unused Credit Facility ranges from 20 bps to 30 bps as determined by the Company’s net leverage ratio.

Borrowings under the Credit Facility are guaranteed by all of the Company’s material first tier domestic subsidiaries and are secured by a first priority security interest in substantially all of the Company’s and the guarantors’ U.S.

assets and 65 % of the stock of their directly owned foreign subsidiaries.

The agreement governing the Credit Facility contains customary positive and negative covenants, including restrictions on our ability to pay dividends and make other restricted payments, as well as events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenants defaults, cross-defaults to certain other indebtedness in excess of $ 50,000 , certain events of bankruptcy and insolvency, judgment defaults in excess of $ 10,000 , failure of any security document supporting the Credit Facility to be in full force and effect, and a change of control.

The Credit Facility also contains customary financial covenants, including maximum net leverage ratio.

As of December 31, 2023 and 2022, the Company was in compliance with all covenants in its Credit Facility.

Voluntary prepayments of amounts outstanding under the Credit Facility, in whole or in part, are permitted at any time, so long as the Company gives notice as required by the Credit Facility.

However, if prepayment is made with respect to a SOFR‑based loan and the prepayment is made on a date other than an interest payment date, the Company is subject to customary breakage costs.

The Company had $ 150 of letters of credit outstanding and $ 1,164,535 available under the Credit Facility as of December 31, 2024.

The Company had $ 150 of letters of credit outstanding and $ 757,822 available under the 2017 Credit facility as of December 31, 2023.

As of December 31, 2024 and 2023, the Company was in compliance with all covenants in its credit facilities.

Convertible Senior Notes

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The 2026 Notes will mature on January 15, 2026, unless earlier converted, redeemed or repurchased.

The Company incurred $ 18,055 of expenses in connection with the 2026 Notes offering consisting of transaction costs.

The Company used $ 25,530 of the net proceeds from the sale of the 2026 Notes to pay the premiums of the capped call options described further below, and approximately $ 250,500 to repay outstanding indebtedness under the Credit Facility and to pay related fees and expenses.

The Company used the remainder of the net proceeds from the sale of the 2026 Notes for general corporate purposes and towards funding certain acquisitions, including Seequent (see Note 4).

During the fourth quarter of 2022, the Company paid $ 1,998 in cash to repurchase $ 2,170 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 year ended December 31, 2022.

During the fourth quarter of 2022, the Company paid $ 1,998 in cash to repurchase $ 2,170 aggregate principal amount of its outstanding 2026 Notes through open market transactions resulting in an insignificant gain, which was recorded in Other income (expense), net in the consolidated statements of operations for the year ended December 31, 2022.

The 2026 Notes were repurchased under the Company’s Repurchase Program authorization (see Note 13).

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If a “make-whole fundamental change” (as defined in the 2026 Indenture) occurs, then the Company will, in certain circumstances, increase the conversion rate for a specified period of time.

The Company will have the option to redeem the 2026 Notes in whole or in part at any time on or after January 20, 2024 and on or before the 40 th scheduled trading day immediately before the maturity date if the last reported sale price per share of the Company’s Class B common stock exceeds 130 % of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during any 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice;

The Company has the option to redeem the 2026 Notes in whole or in part at any time after January 20, 2024 and on or before the 40 th scheduled trading day immediately before the maturity date if the last reported sale price per share of the Company’s Class B common stock exceeds 130 % of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during any 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice;

and (2) the trading day immediately before the date the Company sends such notice.

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Capped Call Options — In connection with the pricing of the 2026 Notes, the Company entered into capped call options with certain of the initial purchasers or their respective affiliates and certain other financial institutions.

The Company incurred $ 150 of expenses in connection with the capped call options.

The capped call options are expected to reduce potential dilution to the Company’s Class B common stock upon any conversion of 2026 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap.

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As the capped call options are both legally detachable and separately exercisable from the 2026 Notes, the Company accounts for the capped call options separately from the 2026 Notes.

The capped call options are indexed to the Company’s own common stock and classified in stockholders’ equity.

The capped call options are indexed to the Company’s own common stock and classified in Bentley Systems stockholders’ equity.

As such, the premiums paid for the capped call options were included as a net reduction to Additional paid-in capital in the consolidated balance sheets as of December 31, 2021.

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The 2027 Notes will mature on July 1, 2027, unless earlier converted, redeemed or repurchased.

The Company incurred $ 15,065 of expenses in connection with the 2027 Notes offering consisting of transaction costs.

The Company used $ 25,875 of the net proceeds from the sale of the 2027 Notes to pay the premiums of the capped call options described further below, and $ 536,062 to repay outstanding indebtedness under the Credit Facility and to pay related fees and expenses.

Prior to April 1, 2027, the 2027 Notes will be convertible at the option of the holder only under the following circumstances:

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If a “make-whole fundamental change” (as defined in the 2027 Indenture) occurs, then the Company will, in certain circumstances, increase the conversion rate for a specified period of time.

The Company will have the option to redeem the 2027 Notes in whole or in part at any time on or after July 5, 2024 and on or before the 40 th scheduled trading day immediately before the maturity date if the last reported sale price per share of the Company’s Class B common stock exceeds 130 % of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during any 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice;

The Company has the option to redeem the 2027 Notes in whole or in part at any time after July 5, 2024 and on or before the 40 th scheduled trading day immediately before the maturity date if the last reported sale price per share of the Company’s Class B common stock exceeds 130 % of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during any 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice;

and (2) the trading day immediately before the date the Company sends such notice.

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Capped Call Options — In connection with the pricing of the 2027 Notes, the Company entered into capped call options with certain of the initial purchasers or their respective affiliates and certain other financial institutions.

The Company incurred $ 50 of expenses in connection with the capped call options.

The capped call options are expected to reduce potential dilution to the Company’s Class B common stock upon any conversion of 2027 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap.

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As the capped call options are both legally detachable and separately exercisable from the 2027 Notes, the Company accounts for the capped call options separately from the 2027 Notes.

The capped call options are indexed to the Company’s own common stock and classified in stockholders’ equity.

The capped call options are indexed to the Company’s own common stock and classified in Bentley Systems stockholders’ equity.

As such, the premiums paid for the capped call options were included as a net reduction to Additional paid-in capital in the consolidated balance sheets as of December 31, 2021.

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Also, changes in the entire fair value of a derivative that is not designated as a hedge are recognized in earnings.

Effective on April 2, 2020, the Company entered into an interest rate swap with a notional amount of $ 200,000 and a ten‑year term to reduce the interest rate risk associated with the Credit Facility.

Effective on June 26, 2023, the Company amended the interest rate swap agreement to replace the LIBOR rate to SOFR under the ISDA Fallback Protocols included within the agreement.

Effective on April 2, 2020, the Company entered into an interest rate swap with a notional amount of $ 200,000 and a ten‑year term to reduce the interest rate risk associated with a portion of the Company’s floating rate debt.

Effective on June 26, 2023, the Company amended the interest rate swap agreement to replace the London Interbank Offered Rate rate with SOFR under the ISDA Fallback Protocols included within the agreement.

Subsequent to the amendment, the Company will continue to pay a fixed interest rate of 72.9 bps, and will receive a floating interest rate equal to daily SOFR plus an ARRC spread adjustment of 11.448 bps.

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Contractual interest expense $ ( 16,967 ) $ ( 34,973 ) $ ( 26,275 )

Amortization and write-off of deferred debt issuance costs ( 7,291 ) ( 7,291 ) ( 5,955 )

Other interest income (expense)

Amortization of deferred debt issuance costs ( 7,338 ) ( 7,291 ) ( 7,291 )

Other interest (expense) income

( 469 ) 933 ( 1,490 )

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Interest expense, net $ ( 22,044 ) $ ( 39,793 ) $ ( 34,635 )

The weighted average interest rate on borrowings under the Credit Facility were 7.13 %, 3.84 %, and 2.03 % for the years ended December 31, 2023, 2022, and 2021, respectively.

The weighted average interest rate on credit facility borrowings were 7.22 %, 7.13 %, and 3.84 % for the years ended December 31, 2024, 2023, and 2022, respectively.

Scheduled maturities of long‑term debt are as follows:

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Total scheduled maturities of long-term debt $ 1,398,145

Executive Incentive Plans

Executive Bonus Plan

Certain of the Company’s key employees, including its named executive officers, participate in the Company’s Bonus Plan.

The Company maintains the Bonus Plan, which is a legacy plan from decades prior to the Company’s IPO and was established to compensate a limited set of executives with substantial holdings of the Company’s common stock.

As of January 1, 2024, Gregory S.

Bentley was the sole remaining participant in the Bonus Plan.

Pursuant to the Bonus Plan, participants are eligible to receive incentive bonuses that are determined based on the Company’s adjusted Management Report Operating Income (“MROI”), as defined in the plan agreement and before deduction for such plan payments.

For purposes of the Bonus Plan, the bonus pool thereunder may be funded with up to an aggregate of 20 % of the Company’s adjusted MROI, subject to approval by the Sustainability Committee of the Company’s Board of Directors, with payments made to plan participants based on each such participant’s allocated interest in the bonus pool.

For purposes of the Bonus Plan, the bonus pool thereunder may be funded with up to an aggregate of 20 % of the Company’s adjusted MROI, subject to approval by the Sustainability Committee of the Company’s Board of Directors (the “Committee”), with payments made to plan participants based on each such participant’s allocated interest in the bonus pool.

The plan permits the deduction of certain holdback amounts from the plan’s pool, from which amounts can then be allocated to fund items including equity and/or cash incentive compensation for non‑plan participants and participant charitable contributions.

On November 2, 2022, the Sustainability Committee of the Company’s Board of Directors approved an amendment to the Bonus Plan such that with respect to fiscal year 2022, one‑third of the Company’s Chief Investment Officer’s allocated percentage interest will be multiplied by a coefficient derived from the performance of the Company’s BSY Investments group (the Company’s executive team focused on portfolio development, mergers and acquisitions, venture capital investing, digital integrator business activities, and various incubating and accelerating business activities).

As part of Gregory S.

Bentley’s transition to the role of Executive Chair effective July 1, 2024, on June 26, 2024, the Committee approved Amendment No.

2 to the Bonus Plan pursuant to which (in addition to other conforming changes) Mr.

Bentley’s fractional interest under the Bonus Pool Plan was reduced from 12/33 to 4/33 effective July 1, 2024.

On November 2, 2022, the Committee approved an amendment to the Bonus Plan such that with respect to fiscal year 2022, one‑third of the Company’s Chief Investment Officer’s allocated percentage interest will be multiplied by a coefficient derived from the performance of the Company’s BSY Investments group (the Company’s executive team focused on portfolio development, mergers and acquisitions, venture capital investing, digital integrator business activities, and various incubating and accelerating business activities).

This coefficient is generally determined by calculating the annual increase (or decrease) in value of the BSY Investments portfolio, taking into account applicable fees and an annual hurdle rate, in all cases, as approved by the Company’s non-employee directors.

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A participant may defer any portion, or all, of such participant’s incentive bonus payable pursuant to the Bonus Plan into the DCP (see Note 12).

The Bonus Plan provides, in part, that a participant may elect to receive any portion, or all, of such participant’s non‑deferred incentive bonus in the form of shares of fully vested Class B common stock issued under the Bentley Systems, Incorporated 2020 Omnibus Incentive Plan (the “2020 Incentive Award Plan”), subject to the limitation described below.

The Bonus Plan provides, in part, that a participant may elect to receive any portion, or all, of such participant’s non‑deferred incentive bonus in the form of shares of fully vested Class B common stock issued under the Bentley Systems, Incorporated 2020 Omnibus Incentive Plan (the “2020 Plan”), subject to the limitation described below.

The Company records the election of non‑deferred incentive bonus in the form of shares of fully vested Class B common stock as stock‑based compensation expense in the consolidated statements of operations (see Note 15).

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For the years ended December 31, 2024, 2023, and 2022, the incentive compensation, including cash payments, election to receive shares of fully vested Class B common stock, and deferred compensation to plan participants, recognized under this plan (net of all applicable holdbacks) was $ 16,337 , $ 21,463 , and $ 33,242 , respectively.

Career Stock Program

In connection with Nicholas H.

Cumins’ transition to the role of Chief Executive Officer effective July 1, 2024, on June 26, 2024, the Committee adopted a compensatory program (the “Career Stock Program”) pursuant to which the Company may grant restricted stock units (“RSUs”) awards under the 2020 Plan.

As of December 31, 2024, Mr.

Cumins is the sole participant in the Career Stock Program.

Under the Career Stock Program, the Committee may from time to time grant RSU awards to program participants, the amount of which is to be determined based upon the Company’s Adjusted OI w/SBC growth in the year preceding the date of grant (the “Performance Year”), specifically, an amount equal to 10 percent of the difference between realized Adjusted OI w/SBC growth during the Performance Year and an inflation-adjusted target growth level for such Performance Year.

Any such awards, if made, would thereafter cliff vest five years following the end of the Performance Year and would otherwise be subject to the terms and conditions of the 2020 Plan.

As of December 31, 2024, the Committee has not yet made any awards to Mr.

Cumins with respect to the Career Stock Program.

Retirement Plans

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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.

The offer to reallocate was subject to a proration mechanism which adjusted the aggregate elections to a maximum of 1,500,000 phantom shares of the Company’s Class B common stock.

This resulted in a reduction of 1,500,000 shares in both the basic and diluted count of Company shares.

While DCP participants’ investments in phantom shares remain equity classified, as they will be settled in shares of Class B common stock upon eventual distribution, the amendment and elections resulted in a change to liability classification for the reallocated phantom investments, as they will be settled in cash upon eventual distribution.

As a result, during the year ended December 31, 2021, the Company reclassified cumulative compensation cost of $ 4,739 from Additional paid-in capital to Accruals and other current liabilities or Deferred compensation plan liabilities in the consolidated balance sheets and recognized a compensation charge of $ 90,721 to Deferred compensation plan expenses in the consolidated statements of operations to record the reallocated deferred compensation plan liabilities at their fair value of $ 95,460 .

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.

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The Company may make discretionary profit‑sharing contributions to the 401(k) Plan.

Effective January 1, 2022, the Company matches 50 %, up to a maximum of 6 % of qualified cash compensation for each eligible participating colleague.

For the year ended December 31, 2021, the Company matched 50 %, up to a maximum of 5 % of qualified cash compensation for each eligible participating colleague.

The Company matches 50 %, up to a maximum of 6 % of qualified cash compensation for each eligible participating colleague.

The Company’s matching contributions to the 401(k) Plan were $ 5,472 , $ 5,260 , and $ 4,933 , for the years ended December 31, 2024, 2023, and 2022, respectively.

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Class A common stock also will automatically convert into shares of Class B common stock upon the affirmative vote of at least 90 % of the then outstanding shares of Class A common stock or such time that the Bentley family (the Bentleys, certain other family members and trusts and other entities controlled by or primarily for the benefit of the Bentleys and their families, collectively) directly or indirectly, own less than 20 % of the issued and outstanding Class B common stock on a fully-diluted basis (assuming the conversion of all issued and outstanding Class A common stock).

For the year ended December 31, 2023, 64,130 shares of Class A common stock were converted to Class B common stock.

During the year ended December 31, 2023, 64,130 shares of Class A common stock were converted to Class B common stock.

BSY Stock Repurchase Program

On May 11, 2022, the Company announced that its Board of Directors approved the Repurchase Program authorizing the Company to repurchase up to $ 200,000 of the Company’s Class B common stock through June 30, 2024.

On December 14, 2022, the Company’s Board of Directors amended the Repurchase Program to allow the Company also to repurchase its outstanding convertible senior notes.

In May 2022, the Company announced that its Board of Directors approved the Repurchase Program authorizing the Company to repurchase up to $ 200,000 of the Company’s Class B common stock through June 30, 2024 .

In December 2022, the Company’s Board of Directors amended the Repurchase Program to allow the Company also to repurchase its outstanding convertible senior notes.

This additional authorization did not increase the overall dollar limit of the Repurchase Program.

The shares and notes proposed to be acquired in the Repurchase Program may be repurchased from time to time in open market transactions, through privately negotiated transactions, or by other means in accordance with federal securities laws.

The Company intends to fund repurchases from available working capital and cash provided by operating activities.

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

The exact number of shares and/or notes to be repurchased by the Company is not guaranteed, and the Repurchase Program may be suspended, modified, or discontinued at any time without prior notice.

The Company did not repurchase shares under the Repurchase Program for the year ended December 31, 2023.

For the year ended December 31, 2022, the Company repurchased 896,126 shares for $ 28,250 , and $ 2,170 aggregate principal amount of our outstanding 2026 Notes for $ 1,998 (see Note 10) under the Repurchase Program.

The Company’s authorization under the Repurchase Program approved in May 2022 expired on June 30, 2024.

In March 2024, the Company’s Board of Directors approved an extension to the Repurchase Program authorizing the Company to repurchase up to $ 200,000 of the Company’s Class B common stock and/or outstanding convertible senior notes from June 30, 2024 through June 30, 2026 .

As of December 31, 2024, $ 173,155 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.

The shares and outstanding convertible senior notes proposed to be acquired in the Repurchase Program may be repurchased from time to time in open market transactions, through privately negotiated transactions, or by other means in accordance with federal securities laws.

The Company intends to fund repurchases from available working capital and cash provided by operating activities.

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 by the Company at its discretion and will depend on a variety of factors, including management’s assessment of the intrinsic value of the Company’s shares, the market price of the Company’s Class B common stock and outstanding convertible senior notes, general market and economic conditions, available liquidity, compliance with the Company’s debt and other agreements, and applicable legal requirements.

The exact number of shares and/or outstanding convertible senior notes to be repurchased by the Company is not guaranteed, and the Repurchase Program may be suspended, modified, or discontinued at any time without prior notice.

During the year ended December 31, 2024, the Company repurchased 1,292,733 shares for $ 64,359 under the Repurchase Program.

The Company did not make repurchases under the Repurchase Program during the year ended December 31, 2023.

During the year ended December 31, 2022, the Company repurchased 896,126 shares for $ 28,250 , and $ 2,170 aggregate principal amount of the Company’s outstanding 2026 Notes for $ 1,998 (see Note 10) under the Repurchase Program.

Common Stock Issuances, Sales, and Repurchases

On June 17, 2021, the Company issued 3,141,342 shares of the Company’s Class B common stock pursuant to the acquisition of Seequent (see Note 4).

During the year ended December 31, 2024, the Company issued 4,707,845 shares of Class B common stock to DCP participants in connection with distributions from the plan.

There were no shares sold back to the Company as they were issued on a gross basis during the year ended December 31, 2024.

During the year ended December 31, 2023, the Company issued 3,410,006 shares of Class B common stock to DCP participants in connection with distributions from the plan, net of 935,939 shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $ 38,456 .

During the year ended December 31, 2022, the Company issued 3,541,375 shares of Class B common stock to DCP participants in connection with distributions from the plan, net of 500,332 shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $ 24,246 .

During the year ended December 31, 2024, the Company issued 282,340 shares of Class B common stock, respectively, in connection with Bonus Plan incentive compensation.

There were no shares sold back to the Company as they were issued on a gross basis during the year ended December 31, 2024.

During the year ended December 31, 2023, the Company issued 247,867 shares of Class B common stock in connection with the Bonus Plan incentive compensation, net of 135,314 shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $ 5,756 .

During the year ended December 31, 2022, the Company issued 445,050 shares of Class B common stock in connection with the Bonus Plan incentive compensation, net of 124,116 shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $ 5,197 .

During the year ended December 31, 2024, the Company issued 844,283 shares of Class B common stock to colleagues who exercised their stock options, net of 67,146 shares withheld at exercise to pay for the cost of the stock options, as well as for $ 2,195 of applicable income tax withholdings.

The Company received $ 4,007 in cash proceeds from the exercise of stock options.

During the year ended December 31, 2023, the Company issued 2,621,959 shares of Class B common stock to colleagues who exercised their stock options, net of 238,627 shares withheld at exercise to pay for the cost of the stock options, as well as for $ 6,581 of applicable income tax withholdings.

The Company received $ 11,715 in cash proceeds from the exercise of stock options.

During the year ended December 31, 2022, the Company issued 2,613,659 shares of Class B common stock to colleagues who exercised their stock options, net of 397,501 shares withheld at exercise to pay for the cost of the stock options, as well as for $ 9,188 of applicable income tax withholdings.

The Company received $ 8,338 in cash proceeds from the exercise of stock options.

During the year ended December 31, 2022, the Company issued 185,178 shares of Class B common stock related to the exercise of acquisition options (see Note 15), net of 714,822 shares withheld at exercise to pay for the cost of the options.

The Company did not receive any proceeds from the exercise of these options.

The Company has a Class B Common Stock Purchase Agreement with a strategic investor (the “Common Stock Purchase Agreement”), pursuant to which the investor acquired the maximum purchase amount of $ 250,000 of the Company’s Class B common stock.

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The Common Stock Purchase Agreement expires in 2030.

For the year ended December 31, 2023, the Company issued 2,621,959 shares of Class B common stock to colleagues who exercised their stock options, net of 238,627 shares withheld at exercise to pay for the cost of the stock options, as well as for $ 6,581 of applicable income tax withholdings.

The Company received $ 11,715 in proceeds from the exercise of stock options.

For the year ended December 31, 2022, the Company issued 2,613,659 shares of Class B common stock to colleagues who exercised their stock options, net of 397,501 shares withheld at exercise to pay for the cost of the stock options, as well as for $ 9,188 of applicable income tax withholdings.

The Company received $ 8,338 in proceeds from the exercise of stock options.

For the year ended December 31, 2021, the Company issued 4,587,053 shares of Class B common stock to colleagues who exercised their stock options, net of 1,066,498 shares withheld at exercise to pay for the cost of the stock options, as well as for $ 37,785 of applicable income tax withholdings.

The Company received $ 5,605 in proceeds from the exercise of stock options.

For the year ended December 31, 2022, the Company issued 185,178 shares of Class B common stock related to the exercise of acquisition options (see Note 15), net of 714,822 shares withheld at exercise to pay for the cost of the options.

The Company did not receive any proceeds from the exercise of these options.

For the years ended December 31, 2023, 2022, and 2021, the Company issued 247,867 , 445,050 , and 238,755 shares of Class B common stock, respectively, in connection with Bonus Plan incentive compensation, net of shares withheld.

Of the total 383,181 shares awarded for the year ended December 31, 2023, 135,314 shares were sold back to the Company in the same period to pay for applicable income tax withholdings of $ 5,756 .

Of the total 569,166 shares awarded for the year ended December 31, 2022, 124,116 shares were sold back to the Company in the same period to pay for applicable income tax withholdings of $ 5,197 .

Of the total 407,473 shares awarded for the year ended December 31, 2021, 168,718 shares were sold back to the Company in the same period to pay for applicable income tax withholdings of $ 8,739 .

For the years ended December 31, 2023, 2022, and 2021, the Company issued 3,410,006 , 3,541,375 , and 2,378,645 shares of Class B common stock, respectively, to DCP participants in connection with distributions from the plan.

The distribution in shares for the year ended December 31, 2023 totaled 4,345,945 shares of which 935,939 shares were sold back to the Company in the same period to pay for applicable income tax withholdings of $ 38,456 .

The distribution in shares for the year ended December 31, 2022 totaled 4,041,707 shares of which 500,332 shares were sold back to the Company in the same period to pay for applicable income tax withholdings of $ 24,246 .

The distribution in shares for the year ended December 31, 2021 totaled 3,820,099 shares of which 1,441,454 shares were sold back to the Company in the same period to pay for applicable income tax withholdings of $ 69,007 .

The Company declared cash dividends during the periods presented as follows:

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Balance, December 31, 2021 $ ( 90,867 ) $ ( 907 ) $ ( 91,774 )

Other comprehensive (loss) income, before taxes

Other comprehensive income, before taxes

1,459 820 2,279

Tax expense — ( 245 ) ( 245 )

Other comprehensive (loss) income, net of taxes

Other comprehensive income, net of taxes

1,459 575 2,034

Other comprehensive income (loss) attributable to noncontrolling interest — — —

Balance, December 31, 2022 ( 89,408 ) ( 332 ) ( 89,740 )

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Tax expense — ( 89 ) ( 89 )

Other comprehensive income, net of taxes

Other comprehensive income (loss), net of taxes

4,774 ( 21 ) 4,753

Other comprehensive income (loss) attributable to noncontrolling interest — — —

Balance, December 31, 2023 ( 84,634 ) ( 353 ) ( 84,987 )

Other comprehensive income, before taxes

Other comprehensive (loss) income, before taxes

( 19,308 ) 220 ( 19,088 )

Tax expense — ( 45 ) ( 45 )

Other comprehensive income (loss), net of taxes

Other comprehensive (loss) income, net of taxes

( 19,308 ) 175 ( 19,133 )

Other comprehensive income (loss) attributable to noncontrolling interest ( 42 ) — ( 42 )

Balance, December 31, 2024 $ ( 103,900 ) $ ( 178 ) $ ( 104,078 )

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2024 2023 2022

Restricted stock and restricted stock units (“RSUs”) expense

Restricted stock and RSUs expense

$ 58,921 $ 54,606 $ 40,754

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The fair value of the common stock during periods prior to the IPO was determined by the Board of Directors at each award grant date based upon a variety of factors, including the results obtained from independent third‑party valuations, the Company’s financial condition, and historical financial performance.

Bentley Systems, Incorporated 2020 Omnibus Incentive Plan

The Company’s 2020 Plan provides for the granting of stock, stock options, restricted stock, RSUs, and other stock‑based or performance‑based awards to certain directors, officers, colleagues, consultants, and advisors of the Company, and terminates in September 2030.

The 2020 Plan provides that 25,000,000 shares of Class B common stock may be issued for equity awards.

Equity awards that are expired, canceled, forfeited, or terminated for any reason will be available for future grant under the 2020 Plan.

As of December 31, 2024, equity awards available for future grants under the 2020 Plan were 19,709,483 .

Restricted Stock and RSUs

Under the equity incentive plans, the Company may grant both time‑based and performance‑based shares of restricted Class B common stock and RSUs to eligible colleagues.

Under the 2020 Plan, the Company may grant both time‑based and performance‑based shares of restricted Class B common stock and RSUs to eligible colleagues.

Time‑based awards generally vest ratably on each of the first four anniversaries of the grant date.

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Performance targets are generally set for performance periods of one year to three years .

The fair value of restricted stock and RSUs is determined by the product of the number of shares granted and the Company’s common stock price on the grant date.

The fair value of restricted stock and RSUs is determined by the product of the number of shares granted and the Company’s Class B common stock price on the grant date.

Shares of restricted stock have voting rights and, subject to the terms of the award agreements, the time‑based restricted stock awards generally accrue declared dividends which are paid upon vesting.

RSUs, which may be cash or share‑settled depending on the award, do not have voting rights, but, subject to the terms of the award agreements, generally accrue declared dividends which are paid upon vesting.

Beginning with the April 2021 grant, time‑based RSUs have dividend equivalent rights and do not accrue cash dividends.

Certain historical RSUs granted in 2016 under the Company’s amended and restated 2015 Equity Incentive Plan (the “2015 Equity Incentive Plan”) have dividend equivalent rights and do not accrue cash dividends.

RSUs, which may be cash or share‑settled depending on the award, do not have voting rights and, subject to the terms of the award agreements, the time‑based RSUs have dividend equivalent rights and do not accrue cash dividends.

Recipients of the Company’s outstanding performance‑based restricted stock awards and RSUs are paid dividends prior to vesting.

The following is a summary of unvested restricted stock and RSU activity and related information under the Company’s applicable equity incentive plans:

The following is a summary of unvested restricted stock and RSUs activity and related information:

Time- Performance-

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(3) Includes 199,076 time‑based RSUs granted during the three months ended March 31, 2022 to certain officers and key employees, which cliff vest on January 31, 2025.

(4) Primarily relates to the 2022 annual performance period, except for 185,186 performance‑based RSUs granted during the year ended December 31, 2022 with extraordinary terms, which are described below.

(5) Primarily relates to the 2023 annual performance period, except for 13,367 additional shares earned based on the achievement of 2022 performance goals for performance‑based RSUs granted during the year ended December 31, 2022.

(4) Includes 300,964 time‑based RSUs granted during the three months ended June 30, 2024 to certain officers, which vest 20 % on each of December 15, 2025, 2026, 2027, 2028, and 2029.

(5) Primarily relates to the 2023 annual performance period.

Includes 185,186 performance‑based RSUs granted during the year ended December 31, 2022 with extraordinary terms, which are described below.

(6) Primarily relates to the 2024 annual performance period.

Includes 1,335 additional shares earned based on the achievement of 2023 performance goals for performance-based RSUs granted during the year ended December 31, 2023.

During the year ended December 31, 2022, the Company granted 185,186 performance‑based RSUs to certain officers and key employees, which vest subject to the achievement of certain performance goals over a three‑year performance period (the “Performance Period”).

For each year of the Performance Period, one‑third of the performance‑based RSUs will be subject to a cliff, whereby no vesting of that portion will occur unless the Company’s applicable margin metrics (which, for 2022, was Adjusted EBITDA margin and for 2023 and 2024, will be Adjusted OI w/SBC margin, excluding the impact of foreign currency exchange fluctuations) also equals or exceeds the relevant target level for such year.

For each year of the Performance Period, one‑third of the performance‑based RSUs will be subject to a cliff, whereby no vesting of that portion will occur unless the Company’s applicable margin metrics (which, for 2022 was Adjusted EBITDA margin, and for 2023 and 2024 was Adjusted OI w/SBC margin, excluding the impact of foreign currency exchange fluctuations) also equals or exceeds the relevant target level for such year.

Provided that the applicable margin targets are met, the total number of performance‑based RSUs that will vest is determined by the achievement of growth targets, which include growth in ARR, as well as actual bookings for perpetual licenses and non‑recurring services.

Final actual vesting will be determined on January 31, 2025.

The 2023 Adjusted OI w/SBC margin target, excluding the impact of foreign currency exchange fluctuations, and the 2022 Adjusted EBITDA margin target for the performance-based RSUs were met.

As of December 31, 2024, 162,038 of the aforementioned performance‑based RSUs were outstanding.

On January 31, 2025, 162,038 performance‑based RSUs were determined to be vested based on the achievement of the performance goals during the Performance Period.

In 2016, the Company granted RSUs subject to performance‑based vesting as determined by the achievement of certain business growth targets.

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As of December 31, 2024, there was $ 1,802 of unrecognized compensation expense related to unvested performance‑based RSUs, which is expected to be recognized over a weighted average period of approximately 2.0 years.

Under the equity incentive plans, the Company may grant unrestricted, fully vested shares of Class B common stock.

Under the 2020 Plan, the Company may grant unrestricted, fully vested shares of Class B common stock.

The fair value of stock grants is determined by the product of the number of fully vested Class B common stock granted and the Company’s common stock price on the grant date.

The total expense related to stock grants is recognized on the grant date as the issued awards are fully vested.

For the years ended December 31, 2023, 2022, and 2021, the Company granted 12,639 , 13,632 , and 7,824 fully vested shares of Class B common stock, respectively.

For the years ended December 31, 2024, 2023, and 2022, the Company granted 11,391 , 12,639 , and 13,632 fully vested shares of Class B common stock, respectively, with a fair value of $ 600 , $ 600 , and $ 450 , respectively.

Stock Options

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The Company did not grant stock options during the years ended December 31, 2024, 2023, and 2022.

The following is a summary of stock option activity and related information under the Company’s applicable equity incentive plans:

Weighted Average

Average Remaining Aggregate

Stock Exercise Price Contractual Intrinsic

Options Per Share Life (in years) Value

The following is a summary of stock option activity and related information:

Stock Exercise Price

Options Per Share

Outstanding, December 31, 2023 916,429 $ 5.74

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Outstanding, December 31, 2024 — $ 0.00

Exercisable, December 31, 2023 916,429 $ 5.74 0.2 $ 42,559

For the years ended December 31, 2024, 2023, and 2022, the Company received cash proceeds of $ 4,007 , $ 11,715 , and $ 8,338 , respectively, related to the exercise of stock options.

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Acquisition Options

In addition to stock options granted under the Company’s equity incentive plans, in connection with an acquisition completed in March 2018, the Company issued to certain selling shareholder entities options to acquire an aggregate of up to 900,000 shares of Class B common stock.

In connection with an acquisition completed in March 2018, the Company issued to certain selling shareholder entities options to acquire an aggregate of up to 900,000 shares of Class B common stock.

As of December 31, 2020, the Company fully recognized the stock‑based compensation expense associated with these options.

During the year ended December 31, 2022, 900,000 options were exercised.

No acquisition options remain outstanding as of December 31, 2022.

No acquisition options remained outstanding as of December 31, 2022.

The ESPP is considered a compensatory plan as it provides eligible colleagues an option to purchase shares of the Company’s Class B common stock for 85 % of the lower of the price of the first day of the offering period or the last day of the offering period (i.e., the purchase date).

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Stock‑based compensation expense is recognized ratably over the respective offering period.

Equity Incentive Plans

The Company’s 2020 Incentive Award Plan provides for the granting of stock, stock options, restricted stock, RSUs, and other stock‑based or performance‑based awards to certain directors, officers, colleagues, consultants, and advisors of the Company, and terminates in September 2030.

The 2020 Incentive Award Plan provides that 25,000,000 shares of Class B common stock may be issued for equity awards.

Equity awards that are expired, canceled, forfeited, or terminated for any reason will be available for future grant under the 2020 Incentive Award Plan.

As of December 31, 2023, equity awards available for future grants under the 2020 Incentive Award Plan were 20,946,599 .

The Company also has equity awards outstanding under the 2015 Equity Incentive Plan, which terminates in November 2024.

Following the completion of the IPO, no further awards may be granted under the 2015 Equity Incentive Plan.

Equity Awards Subsequent to December 31, 2024

In January 2025, in connection with the appointment of the Company’s Chief Operating Officer, the Company granted 165,344 time‑based RSUs, which vest as follows:

14 % on May 13, 2025, 14 % on December 15, 2025, and 18 % on each of December 15, 2026, 2027, 2028, and 2029.

The unrecognized compensation expense related to these RSUs is approximately $ 7,700 , which is expected to be recognized over a weighted average period of approximately 4.9 years.

The components of Income before income taxes consist of the following:

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$ 293,055 $ 183,527 $ 198,275

The Benefit (provision) for income taxes consists of the following:

The (Provision) benefit for income taxes consists of the following:

Year Ended December 31,

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( 12,571 ) 198,878 5,126

Benefit (provision) for income taxes

(Provision) benefit for income taxes

$ ( 58,726 ) $ 143,241 $ ( 21,283 )

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Effective income tax rate 20.0 % ( 78.0 %) 10.7 %

For the year ended December 31, 2023, the effective tax rate was lower as compared to the year ended December 31, 2022 primarily due to the discrete tax benefit recognized as a result of the internal legal entity restructuring described below.

The benefit of the internal legal entity restructuring was partially offset by an increase in the effective tax rate impact of the GILTI inclusion due to the mandatory capitalization of research and development expenses for U.S.

tax purposes and a decrease in discrete tax benefits related to stock-based compensation, net of the impact from officer compensation limitation provisions, recognized during the current year.

For the year ended December 31, 2024, the effective tax rate was higher as compared to the year ended December 31, 2023 primarily due to the discrete tax benefit recognized as a result of the internal legal entity restructuring during the fourth quarter of 2023 described below, as well as a decrease in discrete tax benefits related to stock‑based compensation, net of the impact from officer compensation limitation provisions, partially offset by the decrease in the adverse effective tax rate impact of the net tax on foreign earnings.

The decrease in net tax on foreign earnings is primarily related to increased foreign creditable taxes available to reduce the net impact of the GILTI inclusion.

For the years ended December 31, 2024, 2023, and 2022, the Company recorded discrete tax benefits of $ 5,583 , $ 14,648 , and $ 20,501 , respectively, associated with windfall tax benefits from stock‑based compensation, net of the impact from officer compensation limitation provisions.

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These transactions resulted in the recognition of deferred tax benefits arising from the net increase in deferred tax assets related to intangibles and goodwill of $ 171,622 .

The deferred tax assets represent the undiscounted future anticipated cash tax impacts of basis differences, which are expected to be realized through tax amortization over the next 13 years.

For the year ended December 31, 2022, the effective tax rate was higher as compared to the year ended December 31, 2021, primarily due to the 2021 effective tax rate impact, net of officer compensation limitation provisions, related to the 2021 compensation charge of $ 90,721 to Deferred compensation plan expenses to record reallocated deferred compensation plan liabilities at fair value (see Note 12).

For the years ended December 31, 2022 and 2021, the Company recorded discrete tax benefits of $ 20,501 and $ 14,890 , respectively, associated with windfall tax benefits from stock‑based compensation, net of the impact from officer compensation limitation provisions.

As of December 31, 2023, the deferred tax assets represented the undiscounted future anticipated cash tax impacts of basis differences, which were expected to be realized through tax amortization over the next 13 years, beginning in 2024.

tax purposes and a decrease in discrete tax benefits related to stock‑based compensation, net of the impact from officer compensation limitation provisions, recognized during the year ended December 31, 2023 as compared to the prior year.

Tax Cuts and Jobs Act (the “JOBS Act”) requires certain GILTI earned by a controlled foreign corporation (“CFC”) to be included in the gross income of the CFC’s U.S.

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Deferred tax liabilities:

Intangible assets including goodwill — ( 51,994 )

Operating lease right-of-use assets ( 4,607 ) ( 6,762 )

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As of December 31, 2024 and 2023, the Company has a valuation allowance recorded against net deferred tax assets related to NOLs and tax attributes in certain jurisdictions of $ 4,474 and $ 2,664 , respectively.

During the year ended December 31, 2023, the Company decreased the valuation allowance by $ 657 , which was primarily related to the partial utilization of U.S.

capital loss carryforwards.

During the year ended December 31, 2024, the Company increased the valuation allowance by $ 1,810 , which was primarily related to taxable losses in various foreign jurisdictions.

A valuation allowance is required when it is more likely than not that all or a portion of deferred tax assets will not be realized.

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As of December 31, 2024, 2023, and 2022, the Company had total unrecognized tax benefits including interest and penalties of $ 0 , $ 557 , and $ 1,194 , respectively, of which $ 0 , $ 554 , and $ 1,181 , respectively, would impact the Company’s effective tax rate if recognized.

Interest expense and penalties related to unrecognized tax benefits included in the Benefit (provision) for income taxes was $ 194 , $ 89 , $( 101 ) for the years ended December 31, 2023, 2022, and 2021, respectively.

Interest expense and penalties related to unrecognized tax benefits included in the (Provision) benefit for income taxes were $ 91 , $ 194 , $ 89 for the years ended December 31, 2024, 2023, and 2022, respectively.

The cumulative accrued interest and penalties related to unrecognized tax benefits were $ 0 , $ 91 , and $ 284 as of December 31, 2024, 2023, and 2022, respectively.

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The Company adjusts these reserves in light of changing facts and circumstances, such as the outcome of tax audits.

The Provision for income taxes in the consolidated statements of operations includes the impact of reserve provisions and changes to reserves that are considered appropriate.

The Company records accrued interest and/or penalties, where applicable, related to unrecognized tax benefits as part of the Benefit (provision) for income taxes in the consolidated statements of operations.

The (Provision) benefit for income taxes in the consolidated statements of operations includes the impact of reserve provisions and changes to reserves that are considered appropriate.

The Company records accrued interest and/or penalties, where applicable, related to unrecognized tax benefits as part of the (Provision) benefit for income taxes in the consolidated statements of operations.

The Company records the amount of uncertain taxes expected to be paid in the next 12 months as a current liability and records the remaining amount in Other liabilities in the consolidated balance sheets.

The Company is currently under audit in the U.K.

for years 2018 through 2021.

The Company is also under audit in the Netherlands for years 2018 through 2021.

for years 2018 through 2022 and in Canada for years 2021 through 2023.

In addition, the Company is under audit in various other foreign taxing jurisdictions that are not material to the consolidated financial statements.

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and G20 member nations, including locations where the Company currently has operations, are at various stages in the process of enacting tax legislation to incorporate aspects of the Pillar 2 rules.

For countries that have adopted the model rules, certain aspects of the Pillar 2 rules will be effective in 2024, while other aspects are expected to become effective in 2025.

For countries that have adopted the model rules, certain aspects of the Pillar 2 rules became effective in 2024, while other aspects are expected to become effective in 2025.

Due to the uncertainty regarding which countries will enact Pillar 2 legislation and in what form the legislation will be adopted, as well as uncertainty regarding the timing of individual country legislative action and the underlying complexity of the rules, we are still assessing the impact, if any, of the Pillar 2 legislation on the Company.

Pillar 2 legislation did not have a material impact on the (Provision) benefit for income taxes in the consolidated statements for the year ended December 31, 2024.

Fair Value of Financial Instruments

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Current Assets and Current Liabilities — In general, the carrying amounts reported on the Company’s consolidated balance sheets for current assets and current liabilities approximate their fair values due to the short‑term nature of those instruments.

The following methods and assumptions were used by the Company in estimating its fair value measurements for Level 2 and Level 3 financial instruments as of December 31, 2023 and 2022:

Acquisition Contingent Consideration — The fair value of these liabilities is generally determined using a cost or income approach and is measured based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy.

The valuation of contingent consideration uses assumptions the Company believes would be made by a market participant.

The following methods and assumptions were used by the Company in estimating its fair value measurements for Level 2 financial instruments as of December 31, 2024 and 2023:

Interest Rate Swap — The fair value of the Company’s interest rate swap asset or liability is determined using an income approach and is measured based on the implied forward rates for the remaining term of the interest rate swap.

The Company considers these valuation inputs to be Level 2 inputs in the fair value hierarchy.

Long-Term Debt — The fair value of the Company’s borrowings under its Credit Facility approximated its carrying value based upon discounted cash flows at current market rates for instruments with similar remaining terms.

Long-Term Debt — The fair value of the Company’s credit facility borrowings approximated its carrying value based upon discounted cash flows at current market rates for instruments with similar remaining terms.

The Company considers these valuation inputs to be Level 2 inputs in the fair value hierarchy.

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Financial assets and financial liabilities carried at fair value measured on a recurring basis consist of the following:

December 31, 2023 Level 1 Level 2 Level 3 Total

December 31, 2024 Level 1 Level 2 Total

Money market funds (1)

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Total liabilities $ 100,922 $ — $ 100,922

December 31, 2022 Level 1 Level 2 Level 3 Total

December 31, 2023 Level 1 Level 2 Total

Money market funds (1)

$ 19 $ — $ — $ 19

Interest rate swap (2)

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Total assets $ 1 $ 32,162 $ 32,163

Acquisition contingent consideration (4)

$ — $ — $ 1,196 $ 1,196

Deferred compensation plan liabilities (3)

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

The following is a reconciliation of the changes in fair value of the Company’s financial liabilities which have been classified as Level 3 in the fair value hierarchy:

Year Ended December 31,

Balance, beginning of year $ 1,196 $ 6,613

Payments ( 1,206 ) ( 5,261 )

Addition — 1,390

Change in fair value — ( 1,427 )

Foreign currency translation adjustments 10 ( 119 )

Balance, end of year $ — $ 1,196

The Company did not have any transfers between levels within the fair value hierarchy.

Commitments and Contingencies

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In the normal course of business, the Company enters into various purchase commitments for goods and services.

During the year ended December 31, 2023, the Company entered into approximately $ 158,000 of non‑cancelable future cash purchase commitments for services related to cloud provisioning of the Company’s software solutions and for other software costs.

As of December 31, 2023, total non‑cancelable future cash purchase commitments were $ 127,000 , of which the Company expects $ 50,000 to be paid over the next 12 months and $ 77,000 to be paid through September 2028.

During the years ended December 31, 2024 and 2023, the Company entered into approximately $ 45,500 and $ 158,000 , respectively, 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 December 31, 2024, total non‑cancelable future cash purchase commitments were approximately $ 113,700 , of which the Company expects approximately $ 59,200 to be paid over the next 12 months and approximately $ 54,500 to be paid through September 2029.

The Company expects to fully consume its contractual commitments in the ordinary course of operations.

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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.

Geographic Data

The Company’s software license agreements typically provide for indemnification of customers for intellectual property infringement claims.

The Company also warrants to customers, when requested, that its software products operate substantially in accordance with standard specifications for a limited period of time.

The Company has not incurred significant obligations under customer indemnification or warranty provisions historically and does not expect to incur significant obligations in the future.

Accordingly, the Company does not maintain accruals for potential customer indemnification or warranty‑related obligations.

Segment and Geographic Information

The Company operates and manages its business in a single reportable segment, the development and marketing of computer software and related services.

The Company defines its CODM to be its Chief Executive Officer, who reviews financial information presented on a consolidated basis.

The Company’s reported measures of profit or loss for segment reporting purposes are Net income and Adjusted OI w/SBC.

The CODM is regularly provided Net income and Adjusted OI w/SBC to understand the Company’s financial and operating results across accounting periods and for comparison of the Company’s results to those of other companies.

The CODM regularly reviews Adjusted OI w/SBC for internal budgeting and forecasting purposes, to evaluate operating performance, and to make decisions on allocation of resources.

The CODM does not use segment asset information to evaluate operating performance or allocate resources.

The presentation of Net income is included in the Company’s consolidated statements of operations.

Adjusted OI w/SBC is a non‑GAAP financial measure and 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.

Reconciliation of operating income to Adjusted OI w/SBC:

Year Ended December 31,

2024 2023 2022

Operating income

$ 302,150 $ 230,542 $ 208,612

Amortization of purchased intangibles (see Note 6)

46,679 51,219 53,592

Deferred compensation plan

12,382 13,580 ( 15,782 )

Acquisition expenses (1)

10,222 17,866 25,398

Realignment expenses (2)

789 11,470 2,109

Adjusted OI w/SBC $ 372,222 $ 324,677 $ 273,929

Further explanation of certain of the Company’s adjustments in arriving at Adjusted OI w/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.

For the year ended December 31, 2022, $ 9,804 of the Company’s acquisition expenses related to the Company’s platform acquisition of PLS.

(2) Realignment expenses .

During the fourth quarter of 2023, the Company approved the 2023 Program.

For the years ended December 31, 2024 and 2023, the Company recognized realignment costs related to the aforementioned program of $ 847 and $ 12,579 , respectively, which represent termination benefits for colleagues whose roles were impacted (see Note 21).

For the year ended December 31, 2023, Realignment expenses were partially offset by income associated with the continued wind down of the Company’s Russian entities.

For the year ended December 31, 2022, Realignment expenses were comprised of asset impairments and termination benefits as a result of the Company’s decision to wind down business and exit the Russian market beginning in the second quarter of 2022.

“Headcount‑related” costs are considered the Company’s significant expense category and primarily include salaries, benefits, bonuses, stock‑based compensation expense, employment taxes, travel, training, and realignment of the Company’s colleagues, and third‑party personnel expenses and related overhead.

The CODM is regularly provided headcount‑related costs to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, to evaluate financial performance, and to align colleague resources and evaluate compensation to support the Company’s operational efficiency and maximize long‑term growth.

Headcount‑related costs of $ 787,248 , $ 748,772 , and $ 665,310 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 for the years ended December 31, 2024, 2023, and 2022, respectively.

Under the Company’s Net income measure of profit or loss for segment reporting purposes, other segment items were $ 331,414 , $ 152,854 , and $ 258,992 for the years ended December 31, 2024, 2023, and 2022, 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 Adjusted OI w/SBC measure of profit or loss for segment reporting purposes, other segment items were $ 202,994 , $ 179,246 , and $ 173,483 for the years ended December 31, 2024, 2023, and 2022, 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 Adjusted OI w/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 $ 9,369 , $ 24,282 , and $ 13,640 for the years ended December 31, 2024, 2023, and 2022, respectively, are excluded from the calculation of headcount‑related costs.

Revenues by geographic region are presented in Note 3.

Long‑lived assets (other than goodwill), net of depreciation and amortization by geographic region (see Notes 5, 6, and 8) are as follows:

Americas (1)(2)

$ 230,964 $ 272,492

EMEA 32,712 40,411

14,460 167,670

APAC 16,384 14,460

Total long-lived assets $ 280,060 $ 327,363

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

(2) The change in balances period over period was due to an internal legal entity restructuring executed by the Company during the fourth quarter of 2023 (see Note 16).

Other (Expense) Income, Net

Other (expense) income, net consists of the following:

Other Income (Expense), Net

Other income (expense), net consists of the following:

Year Ended December 31,

2024 2023 2022

(Loss) gain from:

Gain (loss) from:

Change in fair value of interest rate swap (see Note 17) $ 10 $ ( 5,038 ) $ 27,083

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Change in fair value of acquisition contingent consideration (see Note 17) — — 1,427

Receipts (payments) related to interest rate swap

Receipts related to interest rate swap

9,309 8,803 1,947

Other (expense) income, net (2)

Other income (expense), net (2)

2,691 ( 13,484 ) 1,713

Total other (expense) income, net

Total other income (expense), net

$ 12,949 $ ( 7,222 ) $ 24,298

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dollar denominated cash and cash equivalents, account receivables, customer deposits, and intercompany balances held by foreign subsidiaries.

Intercompany finance transactions primarily denominated in U.S.

dollars resulted in unrealized foreign exchange gains (losses) of $ 3,163 , $( 7,369 ), and $( 779 ) for the years ended December 31, 2023, 2022, and 2021, respectively.

(2) Other (expense) income, net includes investment impairment and other charges of $( 16,988 ), partially offset by gains on investments of $ 2,360 for the year ended December 31, 2023 (see Note 7).

(2) Other income (expense), net for the year ended December 31, 2023 includes investment impairment and other charges of $( 16,988 ), partially offset by gains on investments of $ 2,360 (see Note 7).

Realignment Costs

During the fourth quarter of 2023, the Company approved a strategic realignment program to better serve the Company’s accounts and to better align resources with the strategy of the business, including reinvestment in go-to-market functions, as well as in AI product development (the “2023 Program”).

The Company incurred realignment costs of $ 12,579 for the year ended December 31, 2023 related to the aforementioned program, which represents termination benefits for colleagues whose roles were impacted.

The 2023 Program activities have been broadly implemented across the Company’s various businesses with the intention that substantially all actions, including payment of the termination benefits, will be fully completed by mid‑2024.

Realignment costs by expense classification were as follows:

For the years ended December 31, 2024 and 2023, the Company incurred realignment costs related to the aforementioned program of $ 847 and $ 12,579 , respectively, which represent termination benefits for colleagues whose roles were impacted.

The 2023 Program activities have been broadly implemented across the Company’s various businesses, which were substantially completed by the end of the second quarter of 2024, and payments of termination benefits were completed as of December 31, 2024.

Realignment costs (income) by expense classification were as follows:

Year Ended December 31,

Cost of revenues:

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Balance, December 31, 2023 $ 12,459

(1) Adjustments includes foreign currency translation.

Net Income Per Share

Net income per share of Class A and Class B common stock amounts are computed using the two‑class method required for participating securities, using the treasury stock method for awards under the Company’s equity compensation plans and ESPP, and using the if‑converted method for the convertible senior notes.

In addition, the weighted average number of shares of the Company’s Class A and Class B common stock is inclusive of undistributed shares held in the DCP as phantom shares of the Company’s Class B common stock.

Realignment costs 847

Payments ( 12,768 )

Adjustments (1)

Balance, December 31, 2024 $ —

(1) Adjustments include foreign currency translation and other adjustments.

Net Income Per Share Attributable to Bentley Systems Stockholders

To compute the numerator of basic net income per share attributable to Bentley Systems stockholders , u ndistributed net income attributable to Bentley Systems allocated to participating securities (described further below) using the required two‑class method, is subtracted from net income attributable to Bentley Systems.

The denominator of basic net income per share attributable to Bentley Systems stockholders is the weighted average number of shares, inclusive of undistributed shares held in the DCP as phantom shares of the Company’s Class B common stock.

The Company issues certain performance-based RSUs determined to be participating securities because holders of such shares have non-forfeitable dividend rights in the event of the Company’s declaration of a dividend for common shares.

As of December 31, 2024, 2023, and 2022, there were 349,306 , 365,641 , and 362,773 participating securities outstanding, respectively.

Undistributed net income allocated to participating securities are subtracted from net income in determining basic net income attributable to common stockholders.

Basic net income per share is computed by dividing basic net income attributable to common stockholders by the weighted average number of shares, inclusive of undistributed shares held in the DCP as phantom shares of the Company’s Class B common stock.

For the Company’s diluted net income per share numerator, interest expense, net of tax, attributable to the assumed conversion of the convertible senior notes is added back to basic net income attributable to common stockholders.

For the Company’s diluted net income per share denominator, 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, and for the dilutive effect of the assumed conversion of the convertible senior notes.

Diluted net income per share attributable to common stockholders is computed by dividing diluted net income attributable to common stockholders by the weighted average number of fully diluted common shares.

Except with respect to voting and conversion, the rights of the holders of the Company’s Class A common stock and the Company’s 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 would not differ under the two‑class method.

The details of basic and diluted net income per share are as follows :

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.

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.

The details of basic and diluted net income per share attributable to Bentley Systems stockholders are as follows :

Year Ended December 31,

2024 2023 2022

Net income attributable to Bentley Systems

$ 234,787 $ 326,787 $ 174,780

Net income attributable to participating securities

Net income attributable to Bentley Systems allocated to participating securities

( 84 ) ( 74 ) ( 42 )

Net income attributable to Class A and Class B common stockholders, basic

Basic net income attributable to Bentley Systems stockholders

234,703 326,713 174,738

Interest expense, net of tax, attributable to assumed conversion of convertible senior notes 6,880 6,874 6,810

Net income attributable to Class A and Class B common stockholders, diluted

Diluted net income attributable to Bentley Systems stockholders

$ 241,583 $ 333,587 $ 181,548

Weighted average shares, basic 312,358,823 309,226,677 305,711,345

Basic weighted average shares 314,886,615 312,358,823 309,226,677

Dilutive effect of stock options, restricted stock, and RSUs 1,185,014 2,435,456 4,705,172

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Dilutive effect of assumed conversion of convertible senior notes 17,633,786 17,633,786 17,666,703

Weighted average shares, diluted 332,503,633 331,765,158 314,610,814

Net income per share, basic

$ 1.05 $ 0.57 $ 0.30

Net income per share, diluted

$ 1.00 $ 0.55 $ 0.30

The following potential common shares were excluded from the calculation of diluted net income per share attributable to common stockholders because their effect would have been anti‑dilutive for the periods presented:

Year Ended December 31,

2023 2022 2021

RSUs — 718,105 150,017

Convertible senior notes — — 13,474,580

Total anti-dilutive securities — 718,105 13,624,597

Diluted weighted average shares 333,774,167 332,503,633 331,765,158

Net income per share attributable to Bentley Systems stockholders:

Basic $ 0.75 $ 1.05 $ 0.57

Diluted $ 0.72 $ 1.00 $ 0.55

There were no anti‑dilutive securities for the years ended December 31, 2024 or 2023.

For the year ended December 31, 2022, 718,105 RSUs 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.

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 9A. Controls and Procedures