BSY

• Subscriptions revenues were $378.6 million, up 13.6% year-over-year (13.0% constant currency).
• ARR was $1,536.0 million as of June 30, 2026, with constant currency ARR growth of 12%.
• Diluted EPS was $0.25, and adjusted EPS was $0.35 for Q2 2026.
• Free cash flow for Q2 2026 was $63.8 million, up from $57.0 million in Q2 2025.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Stockholders approved, on a non-binding advisory basis, named executive officer compensation (532.0 million for, 18.7 million against, 1.6 million abstentions).
• The appointment of KPMG LLP as independent auditor for 2026 was ratified (557.4 million for, 7.1 million against, 0.5 million abstentions).
• On May 22, 2026, the Board declared a $0.07 per share cash dividend for Q2 2026, payable June 11, 2026 to holders of record as of June 2, 2026.
• Class A stockholders had 29 votes per share and Class B had one vote per share; all matters were voted on as a single class.

5.07 Submission of Matters to a Vote of Security Holders · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Subscriptions revenues were $392.5 million, up 14.7% (12.2% constant currency) year-over-year.
• ARR reached $1,494.5 million as of March 31, 2026, with constant currency ARR growth of 11.5%.
• Net income per diluted share was $0.30, and adjusted EPS was $0.38, both up from $0.28 and $0.35 a year ago.
• Cash flows from operating activities were $193.4 million, and free cash flow was $187.9 million for the quarter.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Bentley Systems entered a First Amendment to its Credit Agreement on April 23, 2026, adding a $550 million senior secured term loan.
• The loan bears interest at Alternate Base Rate or Term SOFR plus a margin based on the company's Net Leverage Ratio, with no prepayment premiums.
• Quarterly amortization of 1.25% of the initial principal begins June 30, 2027.
• The amendment involves PNC Bank as administrative agent and subsidiary loan parties.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• Full-year 2025 total revenues were $1,501.8 million, up 11.0% (10.1% constant currency).
• Q4 adjusted EPS was $0.27, up from $0.21; full-year adjusted EPS was $1.21, up from $1.07.
• 2026 outlook: total revenues $1,685-$1,715 million, constant-currency ARR growth 10.5%-12.5%, free cash flow $500-$570 million.
• Board declared $0.07 per share dividend payable March 19, 2026 to shareholders of record March 10, 2026.

2.02 Results of Operations and Financial Condition · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• The Board approved an extension of the BSY Stock Repurchase Program, authorizing up to $500 million in repurchases of Class B common stock and/or convertible senior notes from November 21, 2025 through December 31, 2028.
• The new repurchase authorization supersedes the prior authorization, which was set to expire on June 30, 2026.
• Repurchases may be made in open market or privately negotiated transactions, funded from working capital and operating cash flow, with timing and amounts at the Company's discretion.
• The announcement was made via a press release dated November 21, 2025, attached as Exhibit 99.1 to the Form 8-K.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• Subscriptions revenues were $344.3 million, up 13.5% year-over-year (12.1% constant currency).
• ARR reached $1,405.2 million as of September 30, 2025, up 10.5% constant currency year-over-year.
• Operating income margin was 22.5% in Q3 2025, up from 20.5% in Q3 2024; adjusted EPS was $0.27, up from $0.24.
• Cash flows from operations were $116.4 million in Q3 2025, up from $86.1 million in Q3 2024.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• On October 14, 2025, Bentley Systems notified the Trustee, Conversion Agent, and Holders of its election to change the Default Settlement Method for conversions of its 0.125% Convertible Senior Notes due 2026.
• The change is made under the Indenture dated January 26, 2021, with Wilmington Trust, National Association as Trustee.
• The report was filed under Item 8.01 (Other Events) as it is not a required disclosure but is considered material information for noteholders.

8.01 Other Events · 9.01 Financial Statements and Exhibits