What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-26 · 412 added, 401 removed, 1323 unchanged (38% of the section changed)

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Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2025, our disclosure controls and procedures were effective at the reasonable assurance level.

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Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all errors and all fraud.

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Rule 10b5-1 Trading Plans

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 .

On December 17, 2025 , Werner Andre , the Company’s Chief Financial 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 29,757 shares of our Class B common stock.

Andre’s plan expires on November 10, 2026 .

During the three months ended December 31, 2025, 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.”

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Not applicable.

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Directors, Executive Officers and Corporate Governance

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Chief Revenue Officer

James Lee 45 Chief Operating Officer

Chief Operating Officer

Julien Moutte

Chief Technology Officer

Chief Legal Officer and Secretary

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

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

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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.

Julien Moutte has served as our Chief Technology Officer since 2023 and is the principal architect of our technology directions.

Moutte has over 20 years of technology leadership experience in startups, scaleups, and large organizations.

Prior to joining us as Vice President of Technology in 2021, Mr.

Moutte served as head of technology for SAP Marketing Cloud and a member of the office of the chief technology officer with SAP Customer Experience.

He also served as chief technology officer of Scytl, a platform for online voting, and the Fluendo, the Free Software multimedia experts, which he co‑founded in 2004 in Barcelona, Spain.

He holds a degree in Computer Science from Université Claude Bernard in Lyon, France.

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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The information required by this item is incorporated by reference to our 2026 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2025.

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Exhibit and Financial Statement Schedules

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Financial statement schedules have been omitted since they are either not required, not applicable, or the information is included in the consolidated financial statements or notes thereto.

3.1 Amended and Restated Certificate of Incorporation of Bentley Systems, Incorporated (filed as Exhibit 3.1 to our Current Report on Form 8‑K filed on September 25, 2020 (File No.

001-39548) and incorporated herein by reference)

3.2 Amended and Restated Bylaws of Bentley Systems, Incorporated (filed as Exhibit 3.2 to our Current Report on Form 8‑K filed on September 25, 2020 (File No.

001-39548) and incorporated herein by reference)

4.1 Form of Bentley Systems, Incorporated Class B common stock certificate (filed as Exhibit 4.1 to our Registration Statement on Form S‑1/A filed on September 18, 2020 (File No.

333-248246) and incorporated herein by reference)

4.2 Indenture, dated as of January 26, 2021, between Bentley Systems, Incorporated and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.1 to our Current Report on Form 8‑K filed on January 26, 2021 (File No.

001-39548) and incorporated herein by reference)

4.3 Form of 0.125% Convertible Senior Note due 2026 (included as Exhibit A in Exhibit 4.1 to our Current Report on Form 8‑K filed on January 26, 2021 (File No.

001-39548) and incorporated herein by reference)

4.4 Indenture, dated as of June 28, 2021, between Bentley Systems, Incorporated and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.1 to our Current Report on Form 8‑K filed on June 29, 2021 (File No.

001-39548) and incorporated herein by reference)

4.5 Form of 0.375% Convertible Senior Note due 2027 (included as Exhibit A in Exhibit 4.1 to our Current Report on Form 8‑K filed on June 29, 2021 (File No.

001-39548) and incorporated herein by reference)

4.6 Description of Bentley Systems, Incorporated Securities (filed as Exhibit 4.4 to our Annual Report on Form 10‑K filed on March 2, 2021 (File No.

001-39548) and incorporated herein by reference)

10.1 Form of Capped Call Confirmation relating to the 0.125% Convertible Senior Note due 2026 (filed as Exhibit 10.1 to our Current Report on Form 8‑K filed on January 26, 2021 (File No.

001-39548) and incorporated herein by reference)

10.2 Form of Capped Call Confirmation relating to the 0.375% Convertible Senior Note due 2027 (filed as Exhibit 10.1 to our Current Report on Form 8‑K filed on June 29, 2021 (File No.

001-39548) and incorporated herein by reference)

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)

Bentley Systems, Incorporated 2020 Omnibus Incentive Plan (filed as Exhibit 10.1 to our Current Report on Form 8‑K filed on September 25, 2020 (File No.

001-39548) and incorporated herein by reference)

Exhibit Incorporated by Reference Filed

Exhibit Description

Form File No.

Exhibit Filing Date Herewith

3.1 Amended and Restated Certificate of Incorporation of Bentley Systems, Incorporated

September 25, 2020

3.2 Amended and Restated Bylaws of Bentley Systems, Incorporated

8-K 001-39548 3.2 September 25, 2020

4.1 Form of Bentley Systems, Incorporated Class B common stock certificate

S-1/A 333-248246 4.1 September 18, 2020

4.2 Indenture, dated as of June 28, 2021, between Bentley Systems, Incorporated and Wilmington Trust, National Association, as trustee

001-39548 4.1

June 29, 2021

4.3 Form of 0.375% Convertible Senior Note due 2027

001-39548 A in 4.1 June 29, 2021

4.4 Description of Bentley Systems, Incorporated Securities

10-K 001-39548 4.4 March 2, 2021

10.1 Form of Capped Call Confirmation relating to the 0.375% Convertible Senior Note due 2027

8-K 001-39548 10.1 June 29, 2021

10.2 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

8-K 001-39548 10.1 October 22, 2024

10.3† Bentley Systems, Incorporated 2020 Omnibus Incentive Plan

8-K 001-39548 10.1 September 25, 2020

10.4† Amendment No.

1 to the Bentley Systems, Incorporated 2020 Omnibus Incentive Plan (filed as Exhibit 10.10 to our Annual Report on Form 10‑K filed on March 1, 2022 (File No.

001-39548) and incorporated herein by reference)

Form of Restricted Stock Unit Award Agreement under the Bentley Systems, Incorporated 2020 Omnibus Incentive Plan (as amended) (filed as Exhibit 10.12 to our Annual Report on Form 10‑K filed on February 28, 2023 (File No.

001-39548) and incorporated herein by reference)

Bentley Systems, Incorporated Global Employee Stock Purchase Plan (filed as Exhibit 10.2 to our Current Report on Form 8‑K filed on September 25, 2020 (File No.

001-39548) and incorporated herein by reference)

Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan, as amended and restated effective as of September 22, 2020 (filed as Exhibit 10.3 to our Current Report on Form 8‑K filed on September 25, 2020 (File No.

001-39548) and incorporated herein by reference)

1 to the Bentley Systems, Incorporated 2020 Omnibus Incentive Plan

10-K 001-39548 10.10 March 1, 2022

10.5† Form of Restricted Stock Unit Award Agreement under the Bentley Systems, Incorporated 2020 Omnibus Incentive Plan (as amended)

10-K 001-39548 10.12 February 28, 2023

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Exhibit Incorporated by Reference Filed

Exhibit Description

Form File No.

Exhibit Filing Date Herewith

10.6† Bentley Systems, Incorporated Global Employee Stock Purchase Plan

8-K 001-39548 10.2 September 25, 2020

10.7† Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan, as amended and restated effective as of September 22, 2020

8-K 001-39548 10.3 September 25, 2020

10.8† Amendment 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)

Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan for Non-Employee Directors, as amended and restated effective as of January 1, 2015 (filed as Exhibit 10.7 to our Registration Statement on Form S‑1/A filed on September 8, 2020 (File No.

333-248246) and incorporated herein by reference)

Bentley Systems, Incorporated Bonus Pool Plan, as amended and restated effective as of September 22, 2020 (filed as Exhibit 10.4 to our Current Report on Form 8‑K filed on September 25, 2020 (File No.

001-39548) and incorporated herein by reference)

1 to the Amended and Restated Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan

10-Q 001-39548 10.1 November 9, 2021

10.9† Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan for Non-Employee Directors, as amended and restated effective as of January 1, 2015

September 8, 2020

10.10† Bentley Systems, Incorporated Bonus Pool Plan, as amended and restated effective as of September 22, 2020

8-K 001-39548 10.4 September 25, 2020

10.11† Amendment 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)

1 to the Amended and Restated Bentley Systems, Incorporated Bonus Pool Plan

10-Q 001-39548 10.1 November 8, 2022

10.12† 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)

2 to the Amended and Restated Bentley Systems, Incorporated Bonus Pool Plan

001-39548 10.3

June 28, 2024

10.13† Bentley Systems, Incorporated Severance Policy for Key Executives

001-39548 10.1

June 28, 2024

10.14† 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)

001-39548 10.2

June 28, 2024

10.15† Employment Agreement by and between James Lee and Bentley Systems, Incorporated

10.16 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

August 21, 2020

19 Bentley Systems, Incorporated Insider Trading Policy

10-K 001-39548 19 February 26, 2025

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 (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)

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101.SCH Inline XBRL Taxonomy Extension Schema

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase

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104 Cover page formatted as Inline XBRL and contained in Exhibit 101

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

February 27, 2024

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 X

101.SCH Inline XBRL Taxonomy Extension Schema X

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Exhibit Incorporated by Reference Filed

Exhibit Description

Form File No.

Exhibit Filing Date Herewith

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase X

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase X

101.LAB Inline XBRL Taxonomy Extension Label Linkbase X

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase X

104 Cover page formatted as Inline XBRL and contained in Exhibit 101 X

† Management contract or compensatory plan or arrangement.

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Form 10–K Summary

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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/s/ T HOMAS F.

Chief Accounting Officer and Global Controller

Chief Accounting Officer and Controller

(Principal Accounting Officer)

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/s/ B RIAN F.

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Report of Independent Registered Public Accounting Firm

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(2) provide reasonable

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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;

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February 26, 2026

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BENTLEY SYSTEMS, INCORPORATED

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Accruals and other current liabilities 173,255 169,522

Cloud Services Subscription deposits 463,312 366,895

Deferred revenues 278,244 245,729

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See accompanying notes to consolidated financial statements.

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BENTLEY SYSTEMS, INCORPORATED

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Gross profit 1,224,249 1,095,328 962,330

Operating expense (income):

Operating expenses:

Research and development 307,576 281,247 274,619

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( 72,977 ) ( 58,726 ) 143,241

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

104 19 ( 2,212 )

Equity in net income of investees, net of tax

277,794 234,433 326,787

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See accompanying notes to consolidated financial statements.

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BENTLEY SYSTEMS, INCORPORATED

4 unchanged sentences

$ 277,794 $ 234,433 $ 326,787

Other comprehensive (loss) income, net of taxes:

Other comprehensive income (loss), net of taxes:

Foreign currency translation adjustments 29,360 ( 19,308 ) 4,774

1 unchanged sentence

173 175 ( 21 )

Total other comprehensive (loss) income, net of taxes

Total other comprehensive income (loss), net of taxes

29,533 ( 19,133 ) 4,753

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See accompanying notes to consolidated financial statements.

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BENTLEY SYSTEMS, INCORPORATED

15 unchanged sentences

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 ) — ( 28,250 )

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

Noncontrolling 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 3,410,006 34 ( 34 ) — ( 38,456 ) ( 38,456 ) — ( 38,456 )

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 247,867 3 16,788 — ( 5,756 ) 11,035 — 11,035

Shares issued in connection with Bonus Plan 282,340 3 14,473 — — 14,476 — 14,476

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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— — — — 277,861 277,861 ( 67 ) 277,794

Other comprehensive loss

Other comprehensive income

— — — 29,520 — 29,520 13 29,533

Dividends declared — — — — ( 84,963 ) ( 84,963 ) — ( 84,963 )

Shares issued in connection with DCP

Shares issued in connection with DCP, net

1,657,737 17 ( 17 ) — ( 14,396 ) ( 14,396 ) — ( 14,396 )

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

Shares issued in connection with Bonus Plan

Shares issued in connection with Bonus Plan, net

83,791 1 6,485 — ( 2,371 ) 4,115 — 4,115

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280,767 3 11,531 — ( 539 ) 10,995 — 10,995

Stock option exercises, net 844,283 8 3,999 — ( 2,195 ) 1,812 — 1,812

Shares issued for stock grants, net 12,591 — 600 — — 600 — 600

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Repurchases of Class B common stock under approved program ( 2,887,224 ) ( 29 ) — — ( 125,028 ) ( 125,057 ) — ( 125,057 )

Other — — — — 175 175 ( 175 ) —

Balance, December 31, 2025 302,355,097 $ 3,024 $ 1,301,205 $ ( 74,558 ) $ ( 40,258 ) $ 1,189,413 $ 79 $ 1,189,492

See accompanying notes to consolidated financial statements.

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BENTLEY SYSTEMS, INCORPORATED

12 unchanged sentences

Change in fair value of derivative 10,238 ( 10 ) 5,038

Foreign currency remeasurement (gain) loss

Foreign currency remeasurement loss (gain)

664 ( 785 ) ( 452 )

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Accounts payable, accruals, and other liabilities ( 18,440 ) ( 16,642 ) ( 9,167 )

Cloud Services Subscription deposits 77,190 91,595 77,900

Deferred revenues 19,006 ( 1,789 ) 19,933

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Purchases of property and equipment and investment in capitalized software ( 18,255 ) ( 14,046 ) ( 25,002 )

Proceeds from sale of aircraft — — 2,380

Acquisitions, net of cash acquired ( 93,252 ) ( 130,407 ) ( 26,023 )

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Payments of credit facilities ( 424,882 ) ( 474,356 ) ( 841,723 )

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

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

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

Repurchase of convertible senior notes ( 9,797 ) — —

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

Payments of contingent and non-contingent consideration ( 310 ) ( 3,022 ) ( 4,324 )

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Other ( 203 ) ( 188 ) ( 191 )

Net cash (used in) provided by financing activities

Net cash used in financing activities

( 376,298 ) ( 289,850 ) ( 359,074 )

Effect of exchange rate changes on cash and cash equivalents 9,412 ( 6,578 ) ( 390 )

Decrease in cash and cash equivalents

Increase (decrease) in cash and cash equivalents

59,269 ( 4,403 ) ( 3,272 )

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Cash and cash equivalents, end of year $ 123,278 $ 64,009 $ 68,412

$ 64,009 $ 68,412 $ 71,684

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BENTLEY SYSTEMS, INCORPORATED

5 unchanged sentences

Cash paid for income taxes (1)

$ 61,488 $ 59,745 $ 43,619

Income tax refunds $ 2,393 $ 2,219 $ 1,188

Interest paid 17,202 37,389 26,581

Cash paid for interest $ 7,846 $ 17,202 $ 37,389

Non-cash investing and financing activities:

Cost method investment — 3,500 5,936

Contingent acquisition consideration — — 1,390

Non-marketable equity investment $ — $ — $ 3,500

Deferred, non-contingent consideration, net $ — $ — $ 525

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DCP elective participant deferrals $ — $ 188 $ 1,765

(1) Cash paid for income taxes includes third‑party withholding taxes.

See accompanying notes to consolidated financial statements.

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BENTLEY SYSTEMS, INCORPORATED

5 unchanged sentences

The Company’s purpose is to advance the world’s infrastructure for better quality of life.

The Company’s products and solutions empower people to design, build, and operate better and more resilient infrastructure through the adoption of Bentley Systems’ intelligent digital twin solutions.

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

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.

The Company’s mission is to reshape how infrastructure systems and critical resources are delivered and optimized.

The Company serves enterprises and professionals across the infrastructure lifecycle, from the design and construction of new projects to the operation and maintenance of existing assets.

The Company’s Bentley Open Applications and Seequent 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.

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.

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

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

Through the Company’s platform, products are becoming increasingly data-centric to take advantage of digital twin and AI capabilities.

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

All intercompany accounts and transactions have been eliminated in consolidation.

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

Gains and losses resulting from foreign currency transactions denominated in currencies other than the functional currency are included in Other income (expense), net in the consolidated statements of operations.

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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

The Company’s consolidated financial statements are prepared in accordance with GAAP, which require us to select accounting policies and make estimates that affect the reported amount of assets, liabilities, revenues, and expenses, and the related disclosure of contingent assets and contingent liabilities.

The Company’s consolidated financial statements are prepared in accordance with GAAP, which require management to select accounting policies and make estimates that affect the reported amount of assets, liabilities, revenues, and expenses, and the related disclosure of contingent assets and contingent liabilities.

Actual results could differ materially from these estimates.

Information on other accounting policies and methods that we use in the preparation of our consolidated financial statements are included, where applicable, in their respective footnotes that follow.

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

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.

Information on other accounting policies and methods used in the preparation of the Company’s consolidated financial statements are included, where applicable, in their respective notes to the consolidated financial statements that follow.

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

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Cost of Revenues — Cost of Revenues is comprised of Cost of subscriptions and licenses and Cost of Services in the consolidated statements of operations.

Cost of subscription and licenses expenses primarily include headcount‑related costs, as well as cloud‑related costs incurred for servicing the Company’s accounts using cloud provisioned offerings and the Company’s license administration platform.

Cost of subscriptions and licenses expenses also include channel partner compensation for providing sales coverage to users, depreciation of property and equipment, 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 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 accounts.

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.

1 unchanged sentence

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

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.

Under its ACDP (the Company’s structured approach to an in‑house business incubator function), the Company capitalizes certain development costs related to specified 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.

Once the software is ready for its intended use, amortization is recorded over the software’s estimated useful life (generally three years ).

For the years ended December 31, 2024, 2023, and 2022, total costs capitalized under the ACDP were $ 3,878 , $ 4,558 , and $ 7,060 , respectively.

Additionally, for the years ended December 31, 2024, 2023, and 2022, total ACDP related amortization recorded in Cost of subscriptions and licenses in the consolidated statements of operations was $ 3,720 , $ 7,711 , and $ 6,626 , respectively.

Total costs capitalized under the ACDP were $ 2,053 , $ 3,878 , and $ 4,558 for the years ended December 31, 2025, 2024, and 2023, respectively.

Additionally, total ACDP related amortization was $ 5,711 , $ 3,720 , and $ 7,711 for the years ended December 31, 2025, 2024, and 2023, respectively, and is included in Cost of subscriptions and licenses in the consolidated statements of operations.

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.

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

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.

Impairments of capitalized ACDP, which were recorded as amortization expense in Cost of subscriptions and licenses in the consolidated statements of operations, were not material during the years ended December 31, 2025, 2024, or 2023.

As of December 31, 2025 and 2024, $ 10,270 and $ 12,961 of ACDP capitalized costs were recorded in Other assets in the consolidated balance sheets, respectively.

Advertising Expense — The Company expenses advertising costs as incurred.

Advertising expense of $ 6,383 , $ 5,365 , and $ 6,888 is included in Selling and marketing in the consolidated statements of operations for the years ended December 31, 2024, 2023, and 2022, respectively.

Advertising expense for the years ended December 31, 2025, 2024, and 2023 was $ 6,387 , $ 6,383 , and $ 5,365 , respectively, and is included in Selling and marketing in the consolidated statements of operations.

Cash and Cash Equivalents — The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents.

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Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

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The Company considers current economic trends and takes into account reasonable and supportable forecasts of future conditions when evaluating the adequacy of the allowance for doubtful accounts.

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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.

Internal-Use Software Implementation Costs — The Company has entered into cloud-based software hosting arrangements related to new internal-use information technology systems, including new enterprise-wide administrative and business management platforms.

Certain implementation 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.

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

Capitalized internal-use software implementation costs are included in the consolidated balance sheets as follows:

Prepaid and other current assets $ 4,556 $ 2,862

Other assets 21,617 15,929

Total internal-use software implementation costs $ 26,173 $ 18,791

Amortization of internal-use software implementation costs for the years ended December 31, 2025, 2024, and 2023 was $ 3,673 , $ 1,712 , and $ 865 , respectively.

Table of C ontents

Recent Accounting Pronouncements

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

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2025‑06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350‑40):

Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025‑06”), which amends certain aspects of the accounting for and disclosure of software costs under Subtopic 350-40, referred to as internal-use software.

ASU 2025-06 is effective for the Company for the annual reporting period beginning after December 15, 2027, and interim periods within that annual reporting period.

Early adoption is permitted as of the beginning of an annual reporting period.

The amendments in ASU 2025-06 may be adopted on a prospective basis to financial statements issued for reporting periods after the effective date, on a retrospective basis to all periods presented, or on a modified prospective transition basis for in-process projects through a cumulative-effect adjustment to the opening balance of retained earnings.

The Company is currently evaluating the impact of the adoption of ASU 2025‑06 on its consolidated financial statements.

In July 2025, the FASB issued ASU No.

2025‑05, Financial Instruments–Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025‑05”), which provides public entities with an optional practical expedient when estimating expected credit losses for current accounts receivables and current contract assets arising from transactions accounted for under Revenue from Contracts with Customers (Topic 606), that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

ASU 2025-05 is effective for the Company for annual reporting periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods if the Company elects the practical expedient.

Early adoption is permitted.

The Company currently does not expect a material impact of the adoption of ASU 2025‑05 on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No.

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

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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.

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

In April 2024, the SEC issued an order staying the final rule pending completion of a judicial review of certain petitions challenging their validity.

In March 2025, the SEC voted to end its defense of the final rule.

In September 2025, judicial review was suspended awaiting SEC clarity on its position.

The Company is currently monitoring the status of the final rule pending the court’s ultimate decision and evaluating the impact of the final rule on its consolidated financial statements disclosures.

Recently Adopted Accounting Guidance

In December 2023, the FASB issued ASU No.

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and foreign jurisdictions.

ASU 2023‑09 is effective for the Company for the annual reporting period beginning after December 15, 2024.

Early adoption is permitted.

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, 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, 2025 (see Note 16).

Table of C ontents

Revenue from Contracts with Customers

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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.

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

The Company derived 6 %, 7 %, and 8 % of its total revenues through channel partners for the years ended December 31, 2025, 2024, and 2023, respectively.

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Nature of Products and Services

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

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.

Subscriptions and perpetual licenses are typically paid upfront, and services are typically paid in arrears, based on the contract terms 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.

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Enterprise Subscriptions

The Company provides enterprise subscription offerings, which provide its enterprise accounts with complete and unlimited global access to the Company’s comprehensive portfolio of solutions.

E365 subscriptions require a CSS as described below and are charged to accounts primarily based upon daily usage.

The daily usage fee includes a term license component, SELECT maintenance and support, hosting, and Success Blueprints, which are designed to achieve business outcomes through more efficient and effective use of the Company’s software.

The Company provides enterprise subscription offerings, which provide its enterprise accounts with complete and unlimited global access to the Company’s comprehensive portfolio of integrated software offerings.

E365 subscriptions require a CSS (described below) and are charged to accounts primarily based upon daily usage.

The daily usage fee includes a term license component, SELECT maintenance and support, hosting, and “Blueprints,” which are specific, structured engagements outlined in a statement of work and designed to enable accounts to achieve optimal business outcomes through more efficient and effective utilization of the Company’s software.

E365 revenues are recognized based upon usage incurred by the account.

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

E365 subscriptions can contain quarterly usage floors or ceilings.

E365 subscriptions typically contain quarterly usage floors or ceilings.

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

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Monthly term license (“MTL”) subscriptions are identical to QTL subscriptions, except for the term of the license, and the manner in which they are monetized.

MTL subscriptions require a CSS, which is described below.

MTL subscriptions require a CSS described below.

For ATL, revenue allocated to the term license component is recognized upon delivery at the start of the subscription term while revenue for the SELECT maintenance and support is recognized as delivered over the subscription term.

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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 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.

Table of C ontents

Visas are QTLs or ATLs enabling users to access specific project or enterprise information and entitles users to certain functionality of the Company’s Bentley Infrastructure Cloud offerings.

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

CSS is a program designed to streamline the procurement, administration, and payment process.

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CSS balances not utilized for eligible products or services may roll over to future periods or are refundable.

Paid and unconsumed CSS balances are recorded in Accruals and other current liabilities in the consolidated balance sheets.

Paid and unconsumed CSS balances are recorded in Cloud Services Subscription deposits in the consolidated balance sheets.

Software and services consumed under CSS are recognized pursuant to the applicable revenue recognition guidance for the respective software or service and classified as subscriptions or services based on their respective nature.

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Perpetual licenses revenues are recognized upon delivery of the license to the user.

The Company provides professional services, including training, implementation, configuration, customization, and strategic consulting services.

The Company provides professional services, including training, implementation, configuration, and customization services.

The Company performs projects on both a time and materials and a fixed fee basis.

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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.

Table of C ontents

Unbilled Accounts Receivable

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

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 primary changes in deferred revenues are due to the Company’s 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.

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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.

As of December 31, 2025 and 2024, the Company deferred $ 19,822 and $ 18,540 , respectively, related to portfolio balancing exchange rights which is included in Deferred revenues in the consolidated balance sheets.

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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.

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.

As of December 31, 2025 and 2024, deferred costs of $ 4,969 and $ 4,490 , respectively, are included in Prepaid and other current assets in the consolidated balance sheets and $ 10,572 and $ 10,715 , respectively, are 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 $ 5,746 , $ 5,241 , and $ 5,567 for the years ended December 31, 2025, 2024, and 2023, respectively, and is included in Cost of subscriptions and licenses and Selling and marketing in the consolidated statements of operations.

Impairments of contract cost assets were not material during the years ended December 31, 2025, 2024, or 2023.

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As of December 31, 2025, amounts allocated to these remaining performance obligations are $ 296,654 , of which the Company expects to recognize approximately 94 % over the next 12 months with the remaining amount thereafter.

Table of C ontents

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

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(1) Of the cash paid at closing, $ 9,500 was held in an escrow account to secure any potential indemnification and other obligations of the seller as of December 31, 2025.

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.

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

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 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):

The operating results for any acquired business are included in the Company’s consolidated financial statements from the closing date of each respective acquisition and were not material, individually or in the aggregate, to the Company’s consolidated financial statements of operations.

Acquisitions Completed During

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Cash paid at closing $ 101,475 $ 143,299 $ 26,287

Contingent consideration — — 1,390

Deferred, non-contingent consideration, net — — 525

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Operating lease right-of-use assets 309 103 397

Property and equipment — — 1,316

Deferred income taxes 29 — 2,151

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Net assets acquired $ 101,475 $ 143,407 $ 26,827

Table of C ontents

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 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.

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

The primary areas of preliminary purchase price allocation that are not yet finalized relate to working capital, tax assets and liabilities, and amounts allocated to goodwill.

Property and Equipment

Property and equipment, net consist of the following:

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Depreciation expense for the years ended December 31, 2025, 2024, and 2023 was $ 14,505 , $ 13,684 , and $ 12,368 , respectively.

Table of C ontents

Property and equipment are recorded at cost less accumulated depreciation.

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Aircraft 6 years

Automobiles 3 years

Cost of maintenance and repairs is charged to expense as incurred.

Upon retirement or other disposition, the cost of the asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations.

Upon retirement or other disposition, the cost of the asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the consolidated statements of operations.

Related to the aircraft, ongoing operating and fixed costs are shared on a proportional use basis subject to a cost‑sharing agreement as the Company’s Executive Chair owns 50 %.

Such costs were not material during the years ended December 31, 2025, 2024, or 2023.

The Company evaluates the recoverability of property and equipment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable.

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Impairments of property and equipment were not material during the years ended December 31, 2025, 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 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.

Such costs were not material during the years ended December 31, 2024, 2023, and 2022.

The Company determined this transaction was with a related party.

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

Finite-lived intangible assets 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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The Company allocates goodwill to reporting units on a relative fair value basis.

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

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Details of intangible assets other than goodwill are as follows:

December 31, 2024 December 31, 2023

Useful Life Gross

Remaining Weighted Average Useful Life

as of December 31, 2025 December 31, 2025 December 31, 2024

Amount Accumulated

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77,764 ( 45,992 ) 31,772 74,034 ( 38,593 ) 35,441

Non-compete agreements 5 years

350 ( 337 ) 13 350 ( 276 ) 74

Non-compete agreements N/A — — — 350 ( 337 ) 13

Total intangible assets $ 498,906 $ ( 305,888 ) $ 193,018 $ 476,735 $ ( 262,776 ) $ 213,959

The aggregate amortization expense for purchased intangible assets with finite lives was reflected in the Company’s consolidated statements of operations as follows:

The aggregate amortization expense for purchased intangible assets with finite lives is included in the consolidated statements of operations as follows:

Year Ended December 31,

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Total amortization expense $ 45,658 $ 46,679 $ 51,219

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

Amortization expense for purchased intangible assets with finite lives for the years after December 31, 2025 are estimated as follows:

2026 $ 43,138

Thereafter 18,770

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.

The Company evaluates intangible assets subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that useful lives of those assets are no longer appropriate.

If circumstances require an asset to be tested for possible impairment, the Company first compares the undiscounted cash flows expected to be generated by that asset to its carrying value.

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.

There was no impairment of intangible assets subject to amortization for the years ended December 31, 2025, 2024, or 2023.

Table of C ontents

Investments consist of the following:

Cost method investments $ 23,289 $ 21,044

Non-marketable equity investments $ 25,298 $ 23,289

Equity method investments 2,622 2,475

Total investments $ 27,920 $ 25,764

Cost Method Investments

The Company applies the cost method of accounting for its investment in which it does not have the ability to exercise significant influence over operating and financial policies.

Under the cost method, the Company records the investment based on original cost less impairments, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same investee.

Non-Marketable Equity Investments

The Company invests in privately-held technology development companies in which it does not have a controlling interest or the ability to exercise significant influence.

These investments consist of equity securities that do not have readily determinable values and are accounted for using the measurement alternative, recording at cost less impairments, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same investee.

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

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 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 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 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.

As of December 31, 2025 and 2024, 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.

During the years ended December 31, 2025 and 2024, the Company invested a total of $ 981 and $ 1,435 , respectively.

During the second quarter of 2024, the Company acquired a business for $ 5,000 from Teralytics Holdings AG (“Teralytics”), a global platform company for human mobility analysis.

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

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

Impairment of investments were not material during the year ended December 31, 2025 or 2024.

During the year ended December 31, 2023, the Company recognized impairment charges of $ 14,588 to write‑down certain non-marketable equity 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 non-marketable equity investment in Teralytics.

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).

Equity Method Investments

The Company applies the equity method of accounting for its investment in which it does have the ability to exercise significant influence over operating and financial policies.

The Company applies the equity method of accounting for its investment in which it does have the ability to exercise significant influence.

Under the equity method, the Company recognizes its initial investment at cost and updates the carrying value of its investment by its proportional share of income or losses from the investment.

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

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

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

No investments were made during the years ended December 31, 2025 and 2024.

During the years ended December 31, 2025 and 2024, transactions between the Company and its joint ventures were not material to the Company’s consolidated financial statements.

Table of C ontents

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

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 .

As of December 31, 2025, the Company’s leases have remaining terms of less than one year to eight 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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Short‑term leases are recognized in the consolidated statements of operations on a straight‑line basis over the lease term.

The components of operating lease cost reflected in the consolidated statements of operations were as follows:

The components of operating lease cost is included in the consolidated statements of operations as follows:

Year Ended December 31,

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Variable lease cost 4,424 4,681 4,594

Short-term lease cost — — 16

Total operating lease cost $ 19,690 $ 22,571 $ 24,602

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(1) Right‑of‑use assets obtained in exchange for new operating lease liabilities does not include the impact from acquisitions of $ 309 , $ 103 , and $ 397 for the years ended December 31, 2025, 2024, and 2023, respectively.

Table of C ontents

The weighted average remaining lease term for operating leases was 3.8 years and 4.3 years as of December 31, 2025 and 2024, respectively.

The weighted average discount rate was 5.4 % and 5.2 % as of December 31, 2025 and 2024, respectively.

Maturities of operating lease liabilities are as follows:

December 31, 2024

Maturities of operating lease liabilities for the years after December 31, 2025 are as follows:

2026 $ 15,571

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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, 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.

Impairments were not material during the years ended December 31, 2025, 2024, or 2023.

Accruals and Other Current Liabilities

Accruals and other current liabilities consist of the following:

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

Accrued compensation $ 45,776 $ 47,121

Accrued benefits 45,120 40,762

Due to customers 16,995 16,924

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 cloud provisioning costs 4,579 3,572

Deferred compensation plan liabilities 3,798 2,355

Accrued realignment costs — 12,459

Non-contingent consideration from acquisitions — 3,576

Other accrued and current liabilities 82,359 81,639

Total accruals and other current liabilities $ 173,255 $ 169,522

Table of C ontents

Long-Term Debt

Long‑term debt consists of the following:

Credit facilities:

Credit Facility:

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

Revolving loan facility due November 2025 — 92,028

Term loan due November 2025 — 190,000

2026 Notes 677,830 687,830

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Long-term debt $ 1,248,912 $ 1,388,088

Credit Facilities

Credit Facility

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.

On October 18, 2024, the Company used borrowings under the Credit Facility to repay a portion of the revolving indebtedness outstanding under the amended and restated credit agreement, entered into on December 19, 2017 (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.

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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.

Table of C ontents

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 agreement governing the Credit Facility contains customary affirmative and negative covenants, including restrictions on the Company’s ability to pay dividends, repurchase the Company’s 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 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 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 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.

The Company had $ 150 of letters of credit outstanding as of December 31, 2025 and 2024 under the Credit Facility.

As of December 31, 2025 and 2024, the Company had $ 1,299,850 and $ 1,164,535 , respectively, available under the Credit Facility.

As of December 31, 2025 and 2024, the Company was in compliance with all covenants in its Credit Facility.

Convertible Senior Notes

On January 26, 2021, the Company completed a private offering of $ 690,000 of 0.125 % convertible senior notes due 2026.

On January 26, 2021, the Company completed a private offering of $ 690,000 of 0.125 % convertible senior notes due 2026 (the “2026 Notes”).

The 2026 Notes were issued pursuant to an indenture, dated as of January 26, 2021, between the Company and Wilmington Trust, National Association, as trustee (the “2026 Trustee”) (the “2026 Indenture”).

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

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.

During the first quarter of 2025, the Company paid $ 9,797 in cash to repurchase $ 10,000 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, 2025.

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

Prior to October 15, 2025, the 2026 Notes will be convertible at the option of the holder only under the following circumstances:

(1) during any calendar quarter (and only during such quarter) commencing after the calendar quarter ending on June 30, 2021, if the last reported sale price per share of the Company’s Class B common stock exceeds 130 % of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

(2) during the five consecutive business days immediately after any ten consecutive trading day period (such ten consecutive trading day period, the “measurement period”) in which the trading price per $1 principal amount of 2026 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price per share of the Company’s Class B common stock on such trading day and the conversion rate on such trading day;

(3) upon the occurrence of certain corporate events or distributions on the Company’s Class B common stock, as described in the 2026 Indenture;

and (4) if the Company calls the 2026 Notes for redemption.

On or after October 15, 2025 until 5:00 p.m., New York City time, on the second scheduled trading day immediately before the maturity date, the 2026 Notes will be convertible at the option of the holder at any time.

The Company will settle conversions by paying or delivering, as applicable, cash, shares of the Company’s Class B common stock, or a combination of cash and shares of the Company’s Class B common stock, at the Company’s election, based on the applicable conversion rate.

The initial conversion rate is 15.5925 shares of the Company’s Class B common stock per $1 principal amount of 2026 Notes, which represents an initial conversion price of approximately $ 64.13 per share, and is subject to adjustment as described in the 2026 Indenture.

Prior to October 15, 2025, the 2026 Notes were convertible at the option of the holder pursuant to the terms of the 2026 Indenture.

On or after October 15, 2025 until 5:00 p.m., New York City time, on the second scheduled trading day immediately before the maturity date, the 2026 Notes are convertible at the option of the holder at any time.

On October 14, 2025, in accordance with the 2026 Indenture, the Company gave notice to the 2026 Trustee, the Conversion Agent, and the Holders (each as defined in the 2026 Indenture) that the Company elected to change the “Default Settlement Method” (as defined in the 2026 Indenture) for conversions of the 2026 Notes to “Physical Settlement” (as defined in the 2026 Indenture).

As a result, all conversions of the 2026 Notes occurring on or after October 15, 2025 will be settled by delivery of shares of the Company’s Class B common stock using Physical Settlement in accordance with the 2026 Indenture.

The initial conversion rate is 15.5925 shares of the Company’s Class B common stock per one thousand dollar principal amount of 2026 Notes, which represents an initial conversion price of approximately $ 64.13 per share, and is subject to adjustment as described in the 2026 Indenture.

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 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.

The redemption price will be equal to the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Table of C ontents

Upon a fundamental change (as defined in the 2026 Indenture), holders may, subject to certain exceptions, require the Company to purchase their 2026 Notes in whole or in part for cash at a price equal to the principal amount of the 2026 Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date (as defined in the 2026 Indenture).

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No adjustment to the conversion rate will be made if the stock price in such Make‑Whole Fundamental Change is either less than $ 44.23 per share or greater than $ 210.00 per share.

The Company will not increase the conversion rate to an amount that exceeds 22.6090 shares per $1 principal amount of 2026 Notes, subject to adjustment.

The Company will not increase the conversion rate to an amount that exceeds 22.6090 shares per one thousand dollar principal amount of 2026 Notes, subject to adjustment.

The 2026 Indenture also contains a customary merger covenant.

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The effective interest rate for the 2026 Notes is 0.658 %.

As of December 31, 2024, none of the conditions of the 2026 Notes to early convert has been met.

The 2026 Notes are the Company’s senior, unsecured obligations that rank senior in right of payment to the Company’s future indebtedness that is expressly subordinated to the 2026 Notes, rank equally in right of payment with the Company’s existing and future senior unsecured indebtedness that is not so subordinated (including the Company’s 2027 Notes, refer to the section titled “2027 Notes” below), effectively subordinated to the Company’s existing and future secured indebtedness (including obligations under the Company’s senior secured credit facilities), to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables and preferred equity (to the extent the Company is not a holder thereof)) of the Company’s subsidiaries.

The 2026 Notes contain both affirmative and negative covenants.

As of December 31, 2024 and 2023, the Company was in compliance with all covenants in the 2026 Notes.

As of December 31, 2025, none of the conditions of the 2026 Notes to early convert had been met and the Company was in compliance with all affirmative and negative covenants.

As of December 31, 2025, the 2026 Notes were classified as long‑term in the consolidated balance sheets as the Company had the ability and intent to refinance them on a long‑term basis through available capacity under the Credit Facility.

The 2026 Notes matured on January 15, 2026.

Upon maturity, the Company repaid $ 678,254 , which consisted of the remaining outstanding principal balance and accrued interest on the 2026 Notes using borrowings under the Credit Facility and available cash on hand.

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.

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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.

These capped call options expired on January 15, 2026.

Table of C ontents

On June 28, 2021, the Company completed a private offering of $ 575,000 of 0.375 % convertible senior notes due 2027.

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(1) during any calendar quarter (and only during such quarter) commencing after the calendar quarter ending on September 30, 2021, if the last reported sale price per share of the Company’s Class B common stock exceeds 130 % of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

(2) during the five consecutive business days immediately after any ten consecutive trading day period (such ten consecutive trading day period, the “measurement period”) in which the trading price per $1 principal amount of 2027 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price per share of the Company’s Class B common stock on such trading day and the conversion rate on such trading day;

(2) during the five consecutive business days immediately after any ten consecutive trading day period (such ten consecutive trading day period, the “measurement period”) in which the trading price per one thousand dollar principal amount of 2027 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price per share of the Company’s Class B common stock on such trading day and the conversion rate on such trading day;

(3) upon the occurrence of certain corporate events or distributions on the Company’s Class B common stock, as described in the 2027 Indenture;

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The initial conversion rate is 12.0153 shares of the Company’s Class B common stock per $1 principal amount of 2027 Notes, which represents an initial conversion price of approximately $ 83.23 per share, and is subject to adjustment as described in the 2027 Indenture.

The initial conversion rate is 12.0153 shares of the Company’s Class B common stock per one thousand dollar principal amount of 2027 Notes, which represents an initial conversion price of approximately $ 83.23 per share, and is subject to adjustment as described in the 2027 Indenture.

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.

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No adjustment to the conversion rate will be made if the stock price in such Make‑Whole Fundamental Change is either less than $ 61.65 per share or greater than $ 325.00 per share.

The Company will not increase the conversion rate to an amount that exceeds 16.2206 shares per $1 principal amount of 2027 Notes, subject to adjustment.

The Company will not increase the conversion rate to an amount that exceeds 16.2206 shares per one thousand dollar principal amount of 2027 Notes, subject to adjustment.

The 2027 Indenture also contains a customary merger covenant.

Table of C ontents

Under the 2027 Indenture, the 2027 Notes may be accelerated upon the occurrence of certain customary events of default.

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The effective interest rate for the 2027 Notes is 0.864 %.

As of December 31, 2024, none of the conditions of the 2027 Notes to early convert has been met.

The 2027 Notes are the Company’s senior, unsecured obligations that rank senior in right of payment to the Company’s future indebtedness that is expressly subordinated to the 2027 Notes, rank equally in right of payment with the Company’s existing and future senior unsecured indebtedness that is not so subordinated (including the Company’s 2026 Notes), effectively subordinated to the Company’s existing and future secured indebtedness (including obligations under the Company’s senior secured credit facilities), to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables and preferred equity (to the extent the Company is not a holder thereof)) of the Company’s subsidiaries.

As of December 31, 2025, none of the conditions of the 2027 Notes to early convert had been met.

The 2027 Notes are the Company’s senior, unsecured obligations that rank senior in right of payment to the Company’s future indebtedness that is expressly subordinated to the 2027 Notes, rank equally in right of payment with the Company’s existing and future senior unsecured indebtedness that is not so subordinated (including the Company’s 2026 Notes), effectively subordinated to the Company’s existing and future secured indebtedness (including obligations under the Company’s senior secured Credit Facility), to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables and preferred equity (to the extent the Company is not a holder thereof)) of the Company’s subsidiaries.

The 2027 Notes contain both affirmative and negative covenants.

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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.

Table of C ontents

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.

Under the terms of the interest rate swap, the Company will 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.

The interest rate swap is not designated as a hedging instrument for accounting purposes.

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The weighted average interest rate on credit facility borrowings were 6.17 %, 7.22 %, and 7.13 % for the years ended December 31, 2025, 2024, and 2023, respectively.

Scheduled maturities of long‑term debt are as follows:

December 31, 2024

Scheduled maturities of long‑term debt for the years after December 31, 2025 are as follows:

2026 $ 677,830

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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.

Table of C ontents

As part of Gregory S.

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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.

In June 2024, the Committee established an equity-based incentive program to compensate a limited set of executives (the “Career Stock Program”) pursuant to which the Company may grant restricted stock units (“RSUs”) awards under the 2020 Plan.

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 AOI less SBC growth in the year preceding the date of grant (the “Performance Year”) as a percentage of the difference between realized AOI less 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.

During the three months ended March 31, 2025, the Company granted 28,913 RSUs with a fair value of $ 1,160 under the Career Stock Program based on the achievement of the performance goals for the year ended December 31, 2024.

As of December 31, 2025, there was $ 964 of unrecognized compensation expense related to unvested RSUs under the Career Stock Program, which is expected to be recognized over a weighted average period of approximately 4.0 years.

Table of C ontents

Retirement Plans

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As of December 31, 2025, shares of Class B common stock available for future issuance under the DCP were 4,615,798 .

For the years ended December 31, 2025, 2024, and 2023, DCP elective participant deferrals were $ 0 , $ 188 , and $ 1,765 , respectively.

No discretionary contributions were made to the DCP during the years ended December 31, 2025, 2024, or 2023.

As of December 31, 2025 and 2024, phantom shares of the Company’s Class B common stock issuable by the DCP were 10,805,223 and 12,728,808 , respectively.

In August 2021, the Company’s Board of Directors approved an amendment to the DCP, which offered to certain active executives in the DCP a one‑time, short‑term election to reallocate a limited portion of their DCP holdings from phantom shares of the Company’s Class B common stock into other phantom investment funds.

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The deferred compensation plan liabilities are marked to market at the end of each reporting period, with changes in the liabilities recorded as an expense (income) to Deferred compensation plan in the consolidated statements of operations.

Deferred compensation plan expense (income) was $ 12,382 , $ 13,580 , and $( 15,782 ) for the years ended December 31, 2024, 2023, and 2022, respectively.

For the years ended December 31, 2024, 2023, and 2022, DCP elective participant deferrals were $ 188 , $ 1,765 , and $ 6,580 , respectively.

No discretionary contributions were made to the DCP during the years ended December 31, 2024, 2023, and 2022.

As of December 31, 2024 and 2023, phantom shares of the Company’s Class B common stock issuable by the DCP were 12,728,808 and 17,364,980 , respectively.

The total liabilities related to the DCP is included in the consolidated balance sheets as follows:

Deferred compensation plan expense was $ 14,409 , $ 12,382 , and $ 13,580 for the years ended December 31, 2025, 2024, and 2023, respectively.

The total liabilities related to the DCP are included in the consolidated balance sheets as follows:

Accruals and other current liabilities $ 4,294 $ 3,798

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Total DCP liabilities $ 111,125 $ 100,482

The Company maintains a qualified 401(k) profit‑sharing plan (the “401(k) Plan”) for the benefit of substantially all U.S.‑based full‑time colleagues.

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

The Company maintains a qualified 401(k) profit‑sharing plan (the “401(k) Plan”) for the benefit of U.S.‑based full‑time colleagues.

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

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The Company’s contributions to these plans were $ 14,928 , $ 13,531 , and $ 13,208 , for the years ended December 31, 2025, 2024, and 2023, respectively.

Table of C ontents

Preferred and Common Stock

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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 .

In November 2025, the Company’s Board of Directors approved an extension to the Repurchase Program authorizing the Company to repurchase up to $ 500,000 of the Company’s Class B common stock and/or outstanding convertible senior notes from November 21, 2025 through December 31, 2028 .

This updated authorization supersedes the Company’s prior authorization, which was set to expire on June 30, 2026.

As of December 31, 2025, $ 481,558 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.

Table of C ontents

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.

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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, 2025, the Company repurchased 2,887,224 shares for $ 125,057 , and $ 10,000 aggregate principal amount of the Company’s outstanding 2026 Notes for $ 9,797 (see Note 10) under the Repurchase Program.

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

During the year ended December 31, 2025, the Company issued 1,657,737 shares of Class B common stock to DCP participants in connection with distributions from the plan, net of 335,295 shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $ 14,396 .

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.

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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.

During the year ended December 31, 2025, the Company issued 83,791 shares of Class B common stock in connection with Bonus Plan incentive compensation, net of 47,405 shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $ 2,371 .

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

The total intrinsic value of stock options exercised for the year ended December 31, 2024 was $ 40,775 .

The Company received $ 11,715 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 total intrinsic value of stock options exercised for the year ended December 31, 2023 was $ 112,025 .

Table of C ontents

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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Total $ 0.20 $ 58,756

Dividends Declared Subsequent to December 31, 2024

In February 2025, our Board of Directors approved cash dividends of $ 0.07 per share payable on March 27, 2025 to all stockholders of record of Class A and Class B common stock as of the close of business on March 19, 2025.

In February 2026, the Board of Directors approved cash dividends of $ 0.07 per share payable on March 19, 2026 to all stockholders of record of Class A and Class B common stock as of the close of business on March 10, 2026.

Global Employee Stock Purchase Plan

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The purchase price per share at which shares of Class B common stock are sold in an offering period under the ESPP will be equal to the lesser of 85 % of the fair market value of a share of Class B common stock (i) on the first trading day of the offering period, or (ii) on the purchase date (i.e., the last trading day of the offering period).

Table of C ontents

During the year ended December 31, 2025, colleagues who elected to participate in the ESPP purchased a total of 280,767 shares of Class B common stock, net of shares withheld, resulting in cash proceeds to the Company of $ 11,534 .

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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

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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 )

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

Other comprehensive (loss) income, before taxes

Other comprehensive income, before taxes

29,360 279 29,639

Tax expense — ( 106 ) ( 106 )

Other comprehensive (loss) income, net of taxes

Other comprehensive income, net of taxes

29,360 173 29,533

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Balance, December 31, 2025 $ ( 74,553 ) $ ( 5 ) $ ( 74,558 )

Table of C ontents

Stock-Based Compensation

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As of December 31, 2025, equity awards available for future grants under the 2020 Plan were 18,476,290 .

Table of C ontents

Restricted Stock and RSUs

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Performance‑based awards vesting is determined by the achievement of certain business growth targets, which include growth in ARR, as well as actual bookings for perpetual licenses and non‑recurring services.

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

Performance targets are generally set for annual performance periods.

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.

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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 RSUs activity and related information:

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

Time- Performance-

Time- Weighted Weighted

Total Based Average Average

Restricted Restricted Performance- Grant Date Grant Date

Stock Stock Based Fair Value Fair Value

and RSUs and RSUs RSUs Per Share Per Share

Weighted Weighted

Average Average

Time- Performance- Grant Date Grant Date

Total Based Based Fair Value Fair Value

RSUs RSUs RSUs Per Share Per Share

Unvested, December 31, 2024 3,417,009 3,067,703 (1)

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244,838 $ 43.96 $ 42.10

(1) For the year ended December 31, 2024, the Company only granted RSUs.

(2) Includes 34,652 RSUs which are expected to be settled in cash.

(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) 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.

(1) Includes 175,928 time‑based RSUs granted during the three months ended March 31, 2022 to certain officers and key employees, which cliff vested on January 31, 2025.

Additionally, 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.

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

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Includes 10,493 additional shares earned based on the achievement of 2024 performance goals for performance-based RSUs granted during the year ended December 31, 2024.

(4) Includes 36,124 RSUs which are expected to be settled in cash.

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 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.

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

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

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.

Table of C ontents

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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The weighted average grant date fair values of RSUs granted were $ 40.87 , $ 50.36 , and $ 42.29 for the years ended December 31, 2025, 2024, and 2023, respectively.

For the years ended December 31, 2024, 2023, and 2022, restricted stock and RSUs were issued net of 197,328 , 161,841 , and 112,698 shares, respectively, which were sold back to the Company to settle applicable income tax withholdings of $ 9,966 , $ 7,299 , and $ 4,491 , respectively.

As of December 31, 2024, there was $ 96,151 of unrecognized compensation expense related to unvested time‑based restricted stock and RSUs, which is expected to be recognized over a weighted average period of approximately 1.9 years.

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.

During the years ended December 31, 2025, 2024, and 2023, restricted stock and RSUs were issued net of 330,161 , 197,328 , and 161,841 shares, respectively, which were sold back to the Company to settle applicable income tax withholdings of $ 14,881 , $ 9,966 , and $ 7,299 , respectively.

As of December 31, 2025, there was $ 97,229 of unrecognized compensation expense related to unvested time‑based RSUs, which is expected to be recognized over a weighted average period of approximately 1.8 years.

As of December 31, 2025, there was $ 747 of unrecognized compensation expense related to unvested performance‑based RSUs, which is expected to be recognized over a weighted average period of approximately 1.0 year.

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

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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, 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

The fair value of each stock option award was estimated on the date of grant using the Black‑Scholes option pricing model.

Stock options generally vest ratably on each of the first four anniversaries of the grant date.

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:

Stock Exercise Price

Options Per Share

Outstanding, December 31, 2023 916,429 $ 5.74

Exercised ( 911,429 ) 5.74

Forfeited and expired ( 5,000 ) 5.74

Outstanding, December 31, 2024 — $ 0.00

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.

The total intrinsic value of stock options exercised for the years ended December 31, 2024, 2023, and 2022 was $ 40,775 , $ 112,025 , and $ 101,643 , respectively.

As of December 31, 2024, there was no remaining unrecognized compensation expense related to unvested stock options.

Acquisition Options

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 remained outstanding as of December 31, 2022.

During the years ended December 31, 2025, 2024, and 2023, the Company granted 12,591 , 11,391 , and 12,639 fully vested shares of Class B common stock, respectively, with a fair value of $ 600 , $ 600 , and $ 600 , respectively.

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 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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Domestic $ 160,489 $ 118,624 $ 16,652

International 174,431 166,875 100,087

Foreign 190,244 174,431 166,875

Income before income taxes

$ 350,733 $ 293,055 $ 183,527

Table of C ontents

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

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A reconciliation of the U.S.

statutory federal income tax rate to the Company’s effective income tax rate is as follows:

federal statutory income tax rate to the Company’s effective tax rate after the adoption of ASU 2023‑09 (see Note 2) is as follows:

Year Ended December 31, 2025

2024 2023 2022

Federal statutory rate 21.0 % 21.0 % 21.0 %

State and local income taxes, net of federal benefit 2.1 ( 0.3 ) 1.0

federal statutory income tax rate $ 73,654 21.0 %

Nontaxable or nondeductible items:

Stock-based compensation ( 18,673 ) ( 5.3 )

Non-deductible officer compensation 14.1 14.9 11.0

Nondeductible officer compensation 14,151 4.0

Other 324 0.1

Tax credits ( 4,958 ) ( 1.4 )

Other adjustments ( 958 ) ( 0.3 )

State and local income tax, net of U.S.

federal income tax effect (1)

Foreign tax effects:

Foreign tax rate differential ( 11,516 ) ( 3.3 )

Other ( 1,029 ) ( 0.3 )

Other foreign jurisdictions 16,270 4.7

Effective tax rate $ 72,977 20.8 %

(1) New York state and city, California, Oregon, and Pennsylvania represent the majority of the tax effect in this category.

Table of C ontents

A reconciliation of the U.S.

federal statutory income tax rate to the Company’s effective tax rate prior to the adoption of ASU 2023‑09 (see Note 2) is as follows:

Year Ended December 31,

federal statutory income tax rate 21.0 % 21.0 %

State and local income tax, net of U.S.

federal income tax effect 2.1 ( 0.3 )

Stock-based compensation ( 16.0 ) ( 22.9 )

Nondeductible officer compensation 14.1 14.9

Tax credits ( 3.0 ) ( 5.8 )

Withholding taxes 3.4 4.9

Foreign tax rate differential ( 3.3 ) ( 3.0 )

Net tax on foreign earnings (GILTI/FDII) 0.5 4.2 0.9

Transaction costs 0.1 ( 0.1 ) 0.5

net tax on foreign earnings 0.5 4.2

Tax impact of internal legal entity restructuring — ( 93.1 )

Other 1.2 2.1

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

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 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 during the fourth quarter of 2023 described below.

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.

During the fourth quarter of 2023, the Company recognized a net discrete income tax benefit of $ 170,784 attributable to internal legal entity restructuring and related intra-entity transactions as part of its continuing efforts to align intellectual property ownership with the Company’s business operating model.

Effective tax rate 20.0 % ( 78.0 %)

For the year ended December 31, 2025, the effective tax rate was higher as compared to the year ended December 31, 2024 primarily due to the decrease in tax benefits related to stock‑based compensation, net of the impact from officer compensation limitation provisions, recognized in 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 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 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 U.S.

Global Intangible Low-Taxed Income (“GILTI”) inclusion.

On July 4, 2025, President Trump signed into law the OBBBA.

The OBBBA includes the permanent extension of certain expiring provisions of the JOBS Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates.

The OBBBA had a favorable impact on the Company’s cash paid for income taxes in 2025, primarily attributable to the change in restoring immediate U.S.

tax deductions for domestic research and development expenses.

The OBBBA did not have a material impact on the effective tax rate for the year ended December 31, 2025.

During the fourth quarter of 2023, the Company recognized a net income tax benefit of $ 170,784 attributable to internal legal entity restructuring and related intra-entity transactions as part of its continuing efforts to align intellectual property ownership with the Company’s business operating model.

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 .

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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 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.

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

The Company has elected the “period cost method” and treats taxes due on future U.S.

inclusions in taxable income related to GILTI as a current‑period expense when incurred.

The JOBS Act allows a U.S.

corporation a deduction equal to a certain percentage of its foreign‑derived intangible income (“FDII”).

inclusions in taxable income related to Net Controlled Foreign Corporation Tested Income, formerly known as GILTI, as a current‑period expense when incurred.

Table of C ontents

Cash paid for income taxes, net of refunds, after the adoption of ASU 2023‑09 (see Note 2) was as follows:

federal $ 10,495

state and local 4,402

Ireland 22,544

All other foreign 7,042

Cash paid for income taxes, net of refunds (1)

(1) Cash paid for income taxes, net of refunds, excludes $ 7,518 of third‑party withholding taxes.

The following is a summary of the significant components of the Company’s deferred tax assets and liabilities:

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Accrued compensation $ 31,072 $ 32,875

NOL and credit carryforwards

Tax loss and credit carryforwards

18,775 19,679

Intangible assets including goodwill 118,038 142,293

Convertible debt and 163(j) limitation 5,281 14,364

Convertible debt 4,014 5,281

Lease liabilities 5,451 5,810

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The Company recognizes deferred income tax assets and liabilities for the expected future tax consequences of NOL carryforwards, credit carryforwards, and temporary differences between financial statement carrying amounts of assets and liabilities and their respective tax bases, using enacted tax rates in effect for the year in which the items are expected to reverse.

Table of C ontents

The Company had deferred tax assets for tax credits and NOLs, net of unrecognized tax positions, primarily related to:

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The Company assesses the available positive and negative evidence to estimate whether the existing deferred tax assets will be realized.

We have provided for any applicable income taxes associated with current year distributions, as well as any earnings that are expected to be distributed in the future, in the calculation of the income tax provision.

The Company has provided for any applicable income taxes associated with current year distributions, as well as any earnings that are expected to be distributed in the future, in the calculation of the income tax provision.

No additional provision has been made for U.S.

income taxes on the undistributed earnings of subsidiaries that are expected to be indefinitely reinvested.

As of December 31, 2024, certain subsidiaries had approximately $ 298,041 of cumulative undistributed earnings that have been deemed permanently reinvested.

A liability could arise if our intention to indefinitely reinvest such earnings were to change and amounts are distributed by such subsidiaries or if such subsidiaries are ultimately disposed.

A liability could arise if the Company’s intention to indefinitely reinvest such earnings were to change and amounts are distributed by such subsidiaries or if such subsidiaries are ultimately disposed.

The potential tax implications of unremitted earnings are driven by the facts at the time of the distribution.

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The cumulative accrued interest and penalties related to unrecognized tax benefits were $ 0 , $ 0 , and $ 91 as of December 31, 2025, 2024, and 2023, respectively.

Table of C ontents

The Company is subject to income tax in the U.S.

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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 2022 and in Canada for years 2021 through 2023.

for years 2018 through 2023, in Ireland for year 2023, and in Canada for years 2019 through 2024.

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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consolidated federal income tax returns for years 2022 through 2025 may be subject to examination by the Internal Revenue Service.

The Company also may be subject to examination by other significant jurisdictions, including the Irish Revenue Commissioners for Irish tax purposes for years 2015 through 2024 and by the Inland Revenue Department for New Zealand Tax purposes for years 2019 through 2024.

The Company also may be subject to examination by other significant jurisdictions, including the Inland Revenue Department for New Zealand Tax purposes for years 2020 through 2025.

In December 2021, the Organization for Economic Co-operation and Development (“OECD”) adopted model rules to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as “Pillar 2”).

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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 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.

For countries that have adopted the model rules, certain aspects of the Pillar 2 rules became effective in 2024 and 2025, while other aspects are expected to become effective in 2026 and beyond.

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, the Company is still assessing the impact, if any, of the Pillar 2 legislation.

Pillar 2 legislation did not have a material impact on the (Provision) benefit for income taxes in the consolidated statements for the years ended December 31, 2025 or 2024.

Fair Value of Financial Instruments

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Level 3 inputs are unobservable inputs based on management’s own assumptions used to measure assets and liabilities at fair value.

Table of C ontents

The Company’s financial instruments include cash equivalents, account receivables, certain other assets, accounts payable, accruals, certain other current and long‑term liabilities, and long‑term debt.

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.

Current Assets and Current Liabilities — In general, the carrying amounts reported on the 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 financial instruments as of December 31, 2025 and 2024:

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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 credit facility borrowings 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 borrowings under the Credit Facility 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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Total liabilities $ 111,486 $ — $ 111,486

Table of C ontents

December 31, 2024 Level 1 Level 2 Total

Money market funds (1)

$ 5,648 $ — $ 5,648

Interest rate swap (2)

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

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.

During the years ended December 31, 2025 and 2024, the Company entered into approximately $ 7,900 and $ 45,500 , respectively, of non‑cancelable future cash purchase commitments for services related to cloud provisioning of the Company’s software and for internal‑use software costs.

As of December 31, 2025, total non‑cancelable future cash purchase commitments were approximately $ 53,700 , of which the Company expects approximately $ 17,600 to be paid over the next 12 months and approximately $ 36,100 to be paid through September 2029.

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

Table of C ontents

Segment and Geographic Information

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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 Company’s reported measures of profit or loss for segment reporting purposes are Net income and AOI less SBC.

The CODM is regularly provided Net income and AOI less 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 AOI less 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:

The presentation of Net income is included in the consolidated statements of operations.

AOI less 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 (inclusive of cash‑settled retention incentives provided to key employees of acquired companies), and realignment expenses (income), for the respective periods.

Reconciliation of operating income to AOI less SBC:

Year Ended December 31,

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$ 429,917 $ 372,222 $ 324,677

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:

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

(1) Acquisition expenses .

The Company incurs expenses for professional services rendered in connection with business combinations, which are recorded in General and administrative in the consolidated statements of operations.

Also included in the Company’s acquisition expenses are retention incentives paid to executives of the acquired companies.

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

Also included in the Company’s acquisition expenses are cash‑settled retention incentives provided to key employees of the acquired companies.

(2) Realignment expenses .

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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.

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 following our exit from operations 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 and optimization 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 .

Headcount‑related costs of $ 851,674 , $ 787,248 , and $ 748,772 for the years ended December 31, 2025, 2024, and 2023, respectively, are included in Cost of subscriptions and licenses , Cost of services , Research and development , Selling and marketing , and General and administrative in the consolidated statements of operations .

Table of C ontents

Under the Company’s Net income measure of profit or loss for segment reporting purposes, other segment items were $ 372,311 , $ 331,414 , and $ 152,854 for the years ended December 31, 2025, 2024, or 2023, respectively.

These other segment items primarily include cloud‑related costs incurred for servicing the Company’s accounts using cloud provisioned offerings 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 in the consolidated statements of operations.

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.

Under the Company’s AOI less SBC measure of profit or loss for segment reporting purposes, other segment items were $ 226,234 , $ 202,994 , and $ 179,246 for the years ended December 31, 2025, 2024, and 2023, respectively.

These other segment items primarily include cloud‑related costs incurred for servicing the Company’s accounts using cloud provisioned offerings 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 in the consolidated statements of operations.

Within the reconciliation of AOI less SBC, cash‑settled retention incentives provided to key employees 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 $ 6,046 , $ 9,369 , and $ 24,282 for the years ended December 31, 2025, 2024, and 2023, respectively, are excluded from the calculation of headcount‑related costs.

Revenues by geographic region are presented in Note 3.

9 unchanged sentences

2025 2024 2023

Gain (loss) from:

(Loss) gain from:

Change in fair value of interest rate swap (see Note 17) $ ( 10,238 ) $ 10 $ ( 5,038 )

1 unchanged sentence

2,578 939 2,497

Sale of aircraft (see Note 5) — — 2,029

Change in fair value of acquisition contingent consideration (see Note 17) — — 1,427

Receipts related to interest rate swap

4 unchanged sentences

$ 547 $ 12,949 $ ( 7,222 )

(1) Foreign exchange gain (loss) is primarily attributable to foreign currency translation derived mainly from U.S.

(1) Foreign exchange gain is primarily attributable to foreign currency translation derived mainly from U.S.

dollar denominated cash and cash equivalents, account receivables, customer deposits, and intercompany balances held by foreign subsidiaries.

(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).

(2) Other income (expense), net for the year ended December 31, 2023 includes non-marketable equity investment impairment and other charges of $( 16,988 ), partially offset by gains on non-marketable equity investments of $ 2,360 (see Note 7).

Table of C ontents

Realignment Costs

1 unchanged sentence

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.

The 2023 Program activities, including payments of termination benefits, were completed as of December 31, 2024.

Realignment costs (income) by expense classification were as follows:

16 unchanged sentences

Balance, December 31, 2024 $ —

Realignment costs 847

Payments ( 12,768 )

Adjustments (1)

Balance, December 31, 2024 $ —

(1) Adjustments include foreign currency translation and other adjustments.

4 unchanged sentences

As of December 31, 2025, 2024, and 2023, there were 207,829 , 349,306 , and 365,641 participating securities outstanding, respectively.

Table of C ontents

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.

20 unchanged sentences

Diluted $ 0.85 $ 0.72 $ 1.00

There were no anti‑dilutive securities for the years ended December 31, 2024 or 2023.

For the year ended December 31, 2025, 139,424 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.

There were no anti‑dilutive securities for the years ended December 31, 2024 or 2023.

The Company repaid the 2026 Notes at maturity on January 15, 2026, and no shares of the Company’s Class B common stock were issued upon settlement.

Subsequent to repayment, the 2026 Notes no longer represent potential common shares and, as a result, approximately 10 million shares will be excluded from the calculation of diluted weighted average shares.

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