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Item 2 — Management's Discussion and Analysis
Bentley Systems, Incorporated · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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The following discussion should be read in conjunction with our unaudited consolidated financial statements and notes thereto appearing in Part I, Item 1 of this Quarterly Report on Form 10‑Q and with our audited consolidated financial statements and notes thereto included in our 2025 Annual Report on Form 10‑K.
All amounts presented in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, except share and per share amounts, are presented in thousands. Additionally, many of the amounts and percentages have been rounded for convenience of presentation. Minor differences in totals and percentage calculations may exist due to rounding.
Overview:
Bentley Systems is the infrastructure engineering software company. Our purpose is to advance the world’s infrastructure for better quality of life. Our mission is to reshape how infrastructure systems and critical resources are delivered and optimized. We manage our business globally within one reportable segment, the development and marketing of computer software and related services, which is consistent with how our CODM reviews and manages our business.
Executive Summary:
•Total revenues were $410,727 for the three months ended June 30, 2026, up 12.8% or 12.2% on a constant currency basis(1) compared to the three months ended June 30, 2025. Total revenues were $834,908 for the six months ended June 30, 2026, up 13.6% or 12.1% on a constant currency basis(1) compared to the six months ended June 30, 2025;
•Subscriptions revenues were $378,635 for the three months ended June 30, 2026, up 13.6% or 13.0% on a constant currency basis(1) compared to the three months ended June 30, 2025. Subscriptions revenues were $771,119 for the six months ended June 30, 2026, up 14.1% or 12.6% on a constant currency basis(1) compared to the six months ended June 30, 2025;
•Annualized recurring revenues (“ARR”)(2) was $1,535,988 as of June 30, 2026, compared to $1,379,161 as of June 30, 2025. Constant currency(1) ARR growth rate(2) was 12%;
•Last twelve-month recurring revenues dollar-based net retention rate(2) was 109% as of June 30, 2026, consistent with the same period in the prior year;
•Operating income was $88,608 for the three months ended June 30, 2026, compared to $84,430 for the three months ended June 30, 2025. Operating income was $214,868 for the six months ended June 30, 2026, compared to $199,614 for the six months ended June 30, 2025;
•AOI less Operating SBC(1) was $116,036 for the three months ended June 30, 2026, compared to $106,769 for the three months ended June 30, 2025. AOI less Operating SBC(1) was $256,959 for the six months ended June 30, 2026, compared to $235,077 for the six months ended June 30, 2025; and
•Cash flows from operating activities were $264,921 for the six months ended June 30, 2026, compared to $280,500 for the six months ended June 30, 2025.
(1)Constant currency and AOI less Operating SBC are non‑GAAP financial measures. Refer to the “Non‑GAAP Financial Measures” section for additional information, including our definitions and our uses of constant currency and AOI less Operating SBC.
(2)Refer to the “Key Business Metrics” section for additional information, including our definitions and our uses of ARR, ARR growth rate, and recurring revenues dollar-based net retention rate.
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Results of Operations:
Our results of operations have been, and in the future will be, affected by changes in foreign currency exchange rates. Other than the natural hedge attributable to matching revenues and expenses in the same currencies, we do not currently hedge foreign currency exposure.
We identify the effects of foreign currency on our operations and present constant currency growth rates and fluctuations because we believe exchange rates are an important factor in understanding period‑over‑period comparisons and enhance the understanding of our results and evaluation of our performance. Refer to the “Non‑GAAP Financial Measures” section for additional information, including our definition and our use of constant currency.
Revenues
Consolidated Revenues
Change Change
Three Months Ended Constant Six Months Ended Constant
June 30, Currency June 30, Currency
2026 2025 % %(1) 2026 2025 % %(1)
Subscriptions $ 378,635 $ 333,452 13.6 % 13.0 % $ 771,119 $ 675,770 14.1 % 12.6 %
Perpetual licenses 9,707 10,193 (4.8 %) (6.0 %) 18,764 20,985 (10.6 %) (12.2 %)
Subscriptions and licenses 388,342 343,645 13.0 % 12.4 % 789,883 696,755 13.4 % 11.8 %
Services 22,385 20,461 9.4 % 8.7 % 45,025 37,893 18.8 % 16.5 %
Total revenues $ 410,727 $ 364,106 12.8 % 12.2 % $ 834,908 $ 734,648 13.6 % 12.1 %
(1)Constant currency is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for additional information, including our definition and our use of constant currency, and for a reconciliation of constant currency growth rates.
The increase in total revenues for the three and six months ended June 30, 2026 was primarily driven by an increase in subscriptions revenues, and to a lesser extent, an increase in services revenues, partially offset by a decrease in perpetual licenses revenues. Our business performance includes the impact from programmatic acquisitions, which generally are immaterial, individually and in the aggregate.
Subscriptions. For the three and six months ended June 30, 2026, subscriptions revenues increased $45,183 ($43,382 on a constant currency basis) and $95,349 ($85,116 on a constant currency basis), respectively, primarily driven by expansion from accounts with revenues in the same period in the prior year (“existing accounts”), and growth of 3% attributable to new accounts, most notably small- and medium-sized accounts. Increases in subscriptions revenues for the three and six months ended June 30, 2026 were led by Bentley Open Applications and Seequent applications, and to a lesser extent, Bentley Infrastructure Cloud.
Perpetual licenses. For the three and six months ended June 30, 2026, perpetual licenses revenues decreased $486 ($610 on a constant currency basis) and $2,221 ($2,556 on a constant currency basis), respectively.
Services. For the three and six months ended June 30, 2026, services revenues increased $1,924 ($1,771 on a constant currency basis) and $7,132 ($6,267 on a constant currency basis), respectively, primarily due to strength in Maximo‑related work within our digital integrator.
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Revenues by Geographic Region
Revenue from external customers is attributed to individual countries based upon the location of the customer.
Change Change
Three Months Ended Constant Six Months Ended Constant
June 30, Currency June 30, Currency
2026 2025 % %(1) 2026 2025 % %(1)
Americas $ 219,367 $ 194,059 13.0 % 12.6 % $ 445,001 $ 393,034 13.2 % 12.7 %
EMEA 122,782 105,414 16.5 % 15.1 % 249,023 212,419 17.2 % 13.5 %
APAC 68,578 64,633 6.1 % 6.5 % 140,884 129,195 9.0 % 8.0 %
Total revenues $ 410,727 $ 364,106 12.8 % 12.2 % $ 834,908 $ 734,648 13.6 % 12.1 %
(1)Constant currency is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for additional information, including our definition and our use of constant currency, and for a reconciliation of constant currency growth rates.
Americas. For the three and six months ended June 30, 2026, revenues from the Americas increased $25,308 ($24,414 on a constant currency basis) and $51,967 ($49,737 on a constant currency basis), respectively, primarily due to expansion of our subscriptions revenues from existing accounts in the U.S. and Canada, as well as increases in our subscription revenues from new accounts.
EMEA. For the three and six months ended June 30, 2026, revenues from EMEA increased $17,368 ($15,940 on a constant currency basis) and $36,604 ($28,727 on a constant currency basis), respectively, primarily due to expansion of our subscriptions revenues from existing accounts in the United Kingdom, the Middle East, and Africa, as well as increases in our subscriptions revenues from new accounts, and to a lesser extent, an increase in services revenues.
APAC. For the three and six months ended June 30, 2026, revenues from APAC increased $3,945 ($4,189 on a constant currency basis) and $11,689 ($10,363 on a constant currency basis), respectively, primarily due to expansion of our subscriptions revenues from existing accounts in India and Australia, as well as increases in our subscriptions revenues from new accounts, partially offset by a decline in perpetual licenses and services revenues.
Cost of Revenues and Operating Expenses
Cost of Revenues
Change Change
Three Months Ended Constant Six Months Ended Constant
June 30, Currency June 30, Currency
2026 2025 % %(1) 2026 2025 % %(1)
Cost of subscriptions and licenses $ 54,027 $ 47,758 13.1 % 11.7 % $ 107,125 $ 94,256 13.7 % 11.8 %
Cost of services 19,960 21,018 (5.0 %) (6.6 %) 40,636 40,179 1.1 % (2.0 %)
Total cost of revenues $ 73,987 $ 68,776 7.6 % 6.1 % $ 147,761 $ 134,435 9.9 % 7.7 %
(1)Constant currency is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for additional information, including our definition and our use of constant currency, and for a reconciliation of constant currency growth rates.
Cost of subscriptions and licenses. For the three and six months ended June 30, 2026, on a constant currency basis, cost of subscriptions and licenses expenses increased primarily due to an increase in cloud-related costs of $4,206 and $9,889, respectively.
Cost of services. For the three and six months ended June 30, 2026, on a constant currency basis, cost of services expenses decreased primarily due to a decrease in headcount‑related costs of $1,283 and $615, respectively, mainly due to decreases in headcount, and annual and other compensation costs, partially offset by an increase in third‑party personnel costs.
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Operating Expenses
Change Change
Three Months Ended Constant Six Months Ended Constant
June 30, Currency June 30, Currency
2026 2025 % %(1) 2026 2025 % %(1)
Research and development $ 82,091 $ 75,385 8.9 % 8.0 % $ 165,096 $ 147,835 11.7 % 9.4 %
Selling and marketing 80,870 69,873 15.7 % 13.9 % 156,142 132,932 17.5 % 14.4 %
General and administrative 65,216 49,857 30.8 % 29.9 % 123,725 97,085 27.4 % 25.6 %
Deferred compensation plan 11,661 7,584 53.8 % 53.8 % 10,587 6,338 67.0 % 67.0 %
Amortization of purchased intangibles 8,294 8,201 1.1 % 1.1 % 16,729 16,409 2.0 % 1.5 %
Total operating expenses $ 248,132 $ 210,900 17.7 % 16.5 % $ 472,279 $ 400,599 17.9 % 15.6 %
(1)Constant currency is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for additional information, including our definition and our use of constant currency, and for a reconciliation of constant currency growth rates.
Research and development. For the three and six months ended June 30, 2026, on a constant currency basis, research and development expenses increased primarily due to an increase in headcount‑related costs of $5,297 and $11,733, respectively, mainly due to increases in annual and other compensation costs.
Selling and marketing. For the three and six months ended June 30, 2026, on a constant currency basis, selling and marketing expenses increased primarily due to an increase in headcount‑related costs of $7,181 and $13,365, respectively, mainly due to increases in annual and other compensation costs, and an increase in promotional costs of $1,560 and $3,988, respectively.
General and administrative. For the three and six months ended June 30, 2026, on a constant currency basis, general and administrative expenses increased primarily due to higher headcount‑related costs of $9,392 and $16,527, respectively. This increase reflected annual compensation increases, higher bonuses, stock‑based compensation expense, and associated employment taxes, as well as strategic headcount expansion across our corporate functions, as we continue to scale the business. The comparison also reflects a prior-year period in which general and administrative expenses had decreased on a constant currency basis when compared to the same periods in 2024.
Additionally, general and administrative expenses increased in connection with our new enterprise-wide administrative and business management platform, which went live during the second quarter of 2026. This increase reflected higher software subscription costs, as well as certain non‑recurring costs, including incremental audit and internal-control implementation costs and higher travel costs associated with system testing and go-live activities. General and administrative expenses were also affected by lower capitalization of internal-use software implementation costs as compared to the prior-year period, during which a greater portion of these costs was deferred. We expect the higher software subscription costs and reduced capitalization associated with the platforms to continue to affect general and administrative expenses.
In addition, for the three and six months ended June 30, 2026, we recognized approximately $2,200 of non‑recurring third‑party costs associated with other corporate initiatives, which did not occur in the prior-year period.
Deferred compensation plan. For the three and six months ended June 30, 2026 and 2025, deferred compensation plan expense was attributable to the marked to market impact on deferred compensation plan liability balances period over period.
Amortization of purchased intangibles. For the three and six months ended June 30, 2026, amortization of purchased intangibles was flat compared to the same periods in the prior year.
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Interest Expense, Net
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 Change 2026 2025 Change
Interest expense $ (9,560) $ (3,856) 147.9 % $ (18,249) $ (8,264) 120.8 %
Interest income 457 337 35.6 % 946 937 1.0 %
Interest expense, net $ (9,103) $ (3,519) 158.7 % $ (17,303) $ (7,327) 136.2 %
For the three and six months ended June 30, 2026, interest expense, net increased compared to the same period in the prior year, primarily due to higher weighted average interest rates on borrowings following the January 2026 repayment of the 2026 Notes, which had a 0.125% coupon rate.
Other Income (Expense), Net
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Gain (loss) from:
Change in fair value of interest rate swap $ 758 $ (3,339) $ 834 $ (7,711)
Foreign exchange (1) (611) 196 (1,721) 2,944
Receipts related to interest rate swap 1,522 1,874 3,051 3,738
Other income (expense), net (2) 13,895 (327) 13,897 (118)
Total other income (expense), net $ 15,564 $ (1,596) $ 16,061 $ (1,147)
(1)Foreign exchange (loss) 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 three and six months ended June 30, 2026 includes remeasurement gains on non‑marketable equity investments of $13,958.
Provision for Income Taxes
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Income before income taxes $ 95,069 $ 79,315 $ 213,626 $ 191,140
Provision for income taxes $ 16,609 $ 8,876 $ 39,764 $ 29,364
Effective tax rate 17.5 % 11.2 % 18.6 % 15.4 %
For the three and six months ended June 30, 2026, the effective tax rate was higher compared to the same period in the prior year primarily due to the impact of the decrease in discrete tax benefits related to stock-based compensation, net of the impact from officer compensation limitation provisions, recognized in the current year periods.
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Key Business Metrics:
In addition to our results of operations discussed above, we believe the following presentation of key business metrics provides additional useful information to investors regarding our results of operations. To the extent material, we disclose below the additional purposes, if any, for which our management uses these key business metrics. Our key business metrics may vary significantly from period to period for reasons unrelated to our operating performance and may differ from similarly titled measures presented by other companies.
June 30,
2026 2025
ARR $ 1,535,988 $ 1,379,161
Last twelve-months recurring revenues $ 1,485,992 $ 1,309,010
Twelve-months ended constant currency (1):
ARR growth rate 12 % 11.5 %
Account retention rate 99 % 99 %
Recurring revenues dollar-based net retention rate 109 % 109 %
(1)Constant currency is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for additional information, including our definition and our use of constant currency.
Recurring Revenues
Recurring revenues are the basis for our other revenue-related key business metrics. We believe this measure is useful in evaluating our ability to consistently retain and grow our revenues within our existing accounts.
Recurring revenues are subscriptions revenues that recur monthly, quarterly, or annually with specific or automatic renewal clauses and professional services revenues in which the underlying contract is based on a fixed fee and contains automatic annual renewal provisions.
ARR
ARR is a key business metric that we believe is useful in evaluating the scale and growth of our business as well as to assist in the evaluation of underlying trends in our business. Furthermore, we believe ARR, considered in connection with our last twelve‑month recurring revenues dollar‑based net retention rate, is a leading indicator of revenue growth.
ARR is defined as the sum of the annualized value of our portfolio of contracts that produce recurring revenues as of the last day of the reporting period, and the annualized value of the last three months of recognized revenues for our contractually recurring consumption‑based software subscriptions with consumption measurement durations of less than one year, calculated using the spot foreign currency exchange rates. We believe that the last three months of recognized revenues, on an annualized basis, for our recurring software subscriptions with consumption measurement period durations of less than one year is a reasonable estimate of the annual revenues, given our consistently high retention rate and stability of usage under such subscriptions.
ARR resulting from the annualization of recurring contracts with consumption measurement durations of less than one year, as a percentage of total ARR, was 51% as of June 30, 2026 and 2025, with our E365 subscription offering representing 46% and 45% of total ARR as of June 30, 2026 and 2025, respectively.
Constant currency ARR growth rate is the growth rate of ARR measured on a constant currency basis. In reporting period‑over‑period ARR growth rates in constant currency, we calculate constant currency growth rates by translating current and prior period ARR on a transactional basis to our reporting currency using current year budget exchange rates. We believe that ARR growth is an important metric indicating the scale and growth of our business.
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Last Twelve‑Months Recurring Revenues
Last twelve‑month recurring revenues is a key business metric that we believe is useful in evaluating our ability to consistently retain and grow our recurring revenues. We believe that we will continue to experience favorable growth in recurring revenues primarily due to our strong account retention and recurring revenues dollar‑based net retention rates, as well as the addition of new accounts with recurring revenues.
Last twelve‑months recurring revenues is calculated as recurring revenues recognized over the preceding twelve‑month period.
The last twelve‑months recurring revenues for the periods ended June 30, 2026 compared to the last twelve‑months of the comparative twelve‑month period increased by $176,982. This increase was primarily due to growth in ARR, which is primarily the result of growing our recurring revenues within our existing accounts as expressed in our recurring revenues dollar‑based net retention rate, as well as additional recurring revenues resulting from new accounts and acquisitions. For the twelve months ended June 30, 2026 and 2025, 93% and 92%, respectively, of our revenues were recurring revenues.
Account Retention Rate
Account retention rate is a key business metric that we believe is useful in evaluating the long‑term value of our account relationships and our ability to retain our account base. We believe that our consistent and high account retention rates illustrate our ability to retain and cultivate long‑term relationships with our accounts.
Account retention rate for any given twelve-month period is calculated using the average foreign currency exchange rates for the prior period, as follows: the prior period recurring revenues from all accounts with recurring revenues in the current and prior period, divided by total recurring revenues from all accounts during the prior period.
Recurring Revenues Dollar‑Based Net Retention Rate
Recurring revenues dollar‑based net retention rate is a key business metric that we believe is useful in evaluating our ability to consistently retain and grow our recurring revenues.
Recurring revenues dollar‑based net retention rate is calculated, using the average exchange rates for the prior period, as follows: the recurring revenues for the current period, including any growth or reductions from existing accounts, but excluding recurring revenues from any new accounts added during the current period, divided by the total recurring revenues from all accounts during the prior period. A period is defined as any trailing twelve months. Related to our platform acquisitions, recurring revenues into new accounts will be captured as existing accounts starting with the second anniversary of the acquisition when such data conforms to the calculation methodology. This may cause variability in the comparison.
Given that recurring revenues represented 93% and 92% of our total revenues for the twelve months ended June 30, 2026 and 2025, respectively, this metric helps explain our revenue performance as primarily growth from existing accounts.
Non-GAAP Financial Measures:
In addition to our results determined in accordance with GAAP discussed above, we believe the following presentation of financial measures not in accordance with GAAP provides useful information to investors regarding our results of operations. To the extent material, we disclose below the additional purposes, if any, for which our management uses these non‑GAAP financial measures and provide reconciliations between these non‑GAAP financial measures and their most directly comparable GAAP financial measures. Non‑GAAP financial information should be considered in addition to, not as a substitute for, or in isolation from, the financial information prepared in accordance with GAAP, including operating income, or other measures of performance. Our non‑GAAP financial measures may vary significantly from period to period for reasons unrelated to our operating performance and may differ from similarly titled measures presented by other companies.
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We use AOI less Operating SBC as our primary performance measure because we believe it better reflects our core operating results by excluding items that are not indicative of the ordinary operation of our business, including costs arising directly from our acquisition activity and the costs of discrete realignment initiatives. Consistent with that objective, we refined the measure during 2026: beginning in the first quarter of 2026, we expanded our acquisition expenses adjustment to include cash- and equity‑settled retention incentives provided to key employees of acquired companies, and renamed the measure from “AOI less SBC” to “AOI less Operating SBC”; and beginning in the second quarter of 2026, applying the same principle, we began adjusting for integration costs incurred to integrate acquired businesses into our operations. We continue to adjust for discrete realignment initiatives, and we do not adjust for severance or organizational and workforce changes undertaken in the ordinary course of managing our business, which remain reflected in AOI less Operating SBC. Prior period amounts have been revised to conform to the current definition; no integration costs were incurred in periods prior to the second quarter of 2026.
Adjusted Operating Income Less Operating Stock-Based Compensation Expense (“AOI less Operating SBC”)
AOI less Operating SBC is a non-GAAP financial measure and is used to measure the operational strength and performance of our business, as well as to assist in the evaluation of underlying trends in our business.
AOI less Operating SBC 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‑ and equity‑settled retention incentives provided to key employees of acquired companies), integration costs, and realignment expenses (income), for the respective periods.
AOI less Operating SBC is our primary performance measure, which excludes certain expenses and charges, including cash‑ and equity‑settled retention incentives provided to key employees of acquired companies, as we believe these may not be indicative of our core business operating results. We intentionally include operating stock‑based compensation expense (non‑cash stock‑based compensation expense less equity‑settled retention incentives provided to key employees of acquired companies) in this measure as we believe it better captures the economic costs of our business.
Management uses this non-GAAP financial measure to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, to evaluate financial performance, and in our comparison of our financial results to those of other companies. It is also a significant performance measure in certain of our executive incentive compensation programs.
Adjusted Operating Income (“AOI”)
Adjusted operating income is a non-GAAP financial measure that we believe is useful to investors in making comparisons to other companies, although this measure may not be directly comparable to similar measures used by other companies.
Adjusted operating income is defined as operating income adjusted for the following: amortization of purchased intangibles, expense (income) relating to deferred compensation plan liabilities, acquisition expenses (inclusive of cash‑ and equity‑settled retention incentives provided to key employees of acquired companies), integration costs, realignment expenses (income), and operating stock‑based compensation expense (non‑cash stock‑based compensation expense less equity‑settled retention incentives provided to key employees of acquired companies), for the respective periods.
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Reconciliation of operating income to AOI less Operating SBC and to Adjusted operating income:
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Operating income $ 88,608 $ 84,430 $ 214,868 $ 199,614
Amortization of purchased intangibles (1) 11,554 11,405 23,611 22,849
Deferred compensation plan (2) 11,661 7,584 10,587 6,338
Acquisition expenses (3) 2,413 3,350 6,093 6,276
Integration costs (4) 1,800 — 1,800 —
Realignment expenses (income) (5) — — — —
AOI less Operating SBC 116,036 106,769 256,959 235,077
Operating stock-based compensation expense (6) 21,796 17,773 39,768 32,990
Adjusted operating income $ 137,832 $ 124,542 $ 296,727 $ 268,067
Further explanation of certain of our adjustments in arriving at AOI less Operating SBC and Adjusted operating income are as follows:
(1)Amortization of purchased intangibles. Amortization of purchased intangibles varies in amount and frequency and is significantly impacted by the timing and size of our acquisitions. Management finds it useful to exclude these non‑cash charges from our operating expenses to assist in budgeting, planning, and forecasting future periods. The use of intangible assets contributed to our revenues earned during the periods presented and will also contribute to our revenues in future periods. Amortization of purchased intangible assets will recur in future periods.
(2)Deferred compensation plan. We exclude Deferred compensation plan expense (income) when we evaluate our continuing operational performance because it is not reflective of our ongoing business and results of operations. We believe it is useful for investors to understand the effects of this item on our total operating expenses. Deferred compensation plan liabilities are marked to market at the end of each reporting period, with changes in the liabilities recorded as an expense (income) to Deferred compensation plan in the consolidated statements of operations.
(3)Acquisition expenses. We incur expenses for professional services rendered in connection with business combinations, which are recorded in general and administrative expenses in our GAAP consolidated statements of operations. Also included in our acquisition expenses are cash‑ and equity‑settled retention incentives provided to key employees of the acquired companies. We exclude these acquisition expenses when we evaluate our continuing operational performance as we would not have otherwise incurred these expenses in the periods presented as part of our continuing operations.
(4)Integration costs. Integration costs are incremental costs incurred to integrate and consolidate acquired businesses with our existing operations, including where we combine an acquired business with an existing business and consolidate overlapping teams, products, and systems. These costs consist primarily of employee severance and related personnel costs arising from such consolidation, and also include contract termination costs and costs to combine or migrate systems, platforms, and processes, and, to a lesser extent, charges to exit or consolidate facilities or other assets, in each case incurred as a direct result of an acquisition. We exclude these costs when evaluating our continuing operational performance because they result from acquisition activity rather than the ordinary course of business. Integration costs do not include costs of discrete realignment initiatives that are not undertaken in connection with an acquisition, which are reported as realignment expenses (income). Integration costs may recur to the extent we complete and integrate additional acquisitions.
(5)Realignment expenses (income). Realignment expenses (income) consist of the costs of discrete, significant realignment initiatives that we formally approve and that have a defined scope of actions and completion timeline—such as a broad reorganization or workforce-reduction program—including employee severance and related personnel costs and associated facility or asset costs. Such initiatives arise from time to time, and the related costs may recur in future periods. We exclude these amounts when evaluating our continuing operational performance because such initiatives are distinct from the ordinary course of business. We do not adjust for severance or organizational and workforce changes undertaken in the ordinary course of managing our business, which remain reflected in the measure.
(6)Operating stock‑based compensation expense. We define “operating” stock‑based compensation expense as non‑cash stock‑based compensation expense less equity‑settled retention incentives provided to key employees of acquired companies.
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Constant Currency
Constant currency and constant currency growth rates are non-GAAP financial measures that present our results of operations excluding the estimated effects of foreign currency exchange rate fluctuations. A significant amount of our operations is conducted in foreign currencies. As a result, the comparability of the financial results reported in U.S. dollars is affected by changes in foreign currency exchange rates. We use constant currency and constant currency growth rates to evaluate the underlying performance of the business, and we believe it is helpful for investors to present operating results on a comparable basis period over period to evaluate its underlying performance.
In reporting period‑over‑period results, except for ARR as discussed above in “Key Business Metrics” section, we calculate the effects of foreign currency fluctuations and constant currency information by translating current and prior period results on a transactional basis to our reporting currency using prior period average foreign currency exchange rates in which the transactions occurred.
Reconciliation of consolidated revenues to consolidated revenues in constant currency:
Three Months Ended June 30, 2026 Three Months Ended June 30, 2025
Actual Impact of Foreign Exchange at 2025 Rates Constant Currency Actual Impact of Foreign Exchange at 2025 Rates Constant Currency
Subscriptions $ 378,635 $ (1,618) $ 377,017 $ 333,452 $ 183 $ 333,635
Perpetual licenses 9,707 (111) 9,596 10,193 13 10,206
Subscriptions and licenses 388,342 (1,729) 386,613 343,645 196 343,841
Services 22,385 (166) 22,219 20,461 (13) 20,448
Total revenues $ 410,727 $ (1,895) $ 408,832 $ 364,106 $ 183 $ 364,289
Six Months Ended June 30, 2026 Six Months Ended June 30, 2025
Actual Impact of Foreign Exchange at 2025 Rates Constant Currency Actual Impact of Foreign Exchange at 2025 Rates Constant Currency
Subscriptions $ 771,119 $ (9,991) $ 761,128 $ 675,770 $ 242 $ 676,012
Perpetual licenses 18,764 (319) 18,445 20,985 16 21,001
Subscriptions and licenses 789,883 (10,310) 779,573 696,755 258 697,013
Services 45,025 (873) 44,152 37,893 (8) 37,885
Total revenues $ 834,908 $ (11,183) $ 823,725 $ 734,648 $ 250 $ 734,898
Reconciliation of revenues by geographic region to revenues by geographic region in constant currency:
Three Months Ended June 30, 2026 Three Months Ended June 30, 2025
Actual Impact of Foreign Exchange at 2025 Rates Constant Currency Actual Impact of Foreign Exchange at 2025 Rates Constant Currency
Americas $ 219,367 $ (852) $ 218,515 $ 194,059 $ 42 $ 194,101
EMEA 122,782 (1,164) 121,618 105,414 264 105,678
APAC 68,578 121 68,699 64,633 (123) 64,510
Total revenues $ 410,727 $ (1,895) $ 408,832 $ 364,106 $ 183 $ 364,289
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Six Months Ended June 30, 2026 Six Months Ended June 30, 2025
Actual Impact of Foreign Exchange at 2025 Rates Constant Currency Actual Impact of Foreign Exchange at 2025 Rates Constant Currency
Americas $ 445,001 $ (2,190) $ 442,811 $ 393,034 $ 40 $ 393,074
EMEA 249,023 (7,568) 241,455 212,419 309 212,728
APAC 140,884 (1,425) 139,459 129,195 (99) 129,096
Total revenues $ 834,908 $ (11,183) $ 823,725 $ 734,648 $ 250 $ 734,898
Reconciliation of cost of revenues to cost of revenues in constant currency:
Three Months Ended June 30, 2026 Three Months Ended June 30, 2025
Actual Impact of Foreign Exchange at 2025 Rates Constant Currency Actual Impact of Foreign Exchange at 2025 Rates Constant Currency
Cost of subscriptions and licenses $ 54,027 $ (451) $ 53,576 $ 47,758 $ 195 $ 47,953
Cost of services 19,960 (280) 19,680 21,018 43 21,061
Total cost of revenues $ 73,987 $ (731) $ 73,256 $ 68,776 $ 238 $ 69,014
Six Months Ended June 30, 2026 Six Months Ended June 30, 2025
Actual Impact of Foreign Exchange at 2025 Rates Constant Currency Actual Impact of Foreign Exchange at 2025 Rates Constant Currency
Cost of subscriptions and licenses $ 107,125 $ (1,557) $ 105,568 $ 94,256 $ 180 $ 94,436
Cost of services 40,636 (1,208) 39,428 40,179 45 40,224
Total cost of revenues $ 147,761 $ (2,765) $ 144,996 $ 134,435 $ 225 $ 134,660
Reconciliation of operating expenses to operating expenses in constant currency:
Three Months Ended June 30, 2026 Three Months Ended June 30, 2025
Actual Impact of Foreign Exchange at 2025 Rates Constant Currency Actual Impact of Foreign Exchange at 2025 Rates Constant Currency
Research and development $ 82,091 $ (274) $ 81,817 $ 75,385 $ 397 $ 75,782
Selling and marketing 80,870 (787) 80,083 69,873 409 70,282
General and administrative 65,216 (236) 64,980 49,857 162 50,019
Deferred compensation plan 11,661 — 11,661 7,584 — 7,584
Amortization of purchased intangibles 8,294 (6) 8,288 8,201 — 8,201
Total operating expenses $ 248,132 $ (1,303) $ 246,829 $ 210,900 $ 968 $ 211,868
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Six Months Ended June 30, 2026 Six Months Ended June 30, 2025
Actual Impact of Foreign Exchange at 2025 Rates Constant Currency Actual Impact of Foreign Exchange at 2025 Rates Constant Currency
Research and development $ 165,096 $ (2,978) $ 162,118 $ 147,835 $ 400 $ 148,235
Selling and marketing 156,142 (3,571) 152,571 132,932 400 133,332
General and administrative 123,725 (1,569) 122,156 97,085 157 97,242
Deferred compensation plan 10,587 — 10,587 6,338 — 6,338
Amortization of purchased intangibles 16,729 (67) 16,662 16,409 — 16,409
Total operating expenses $ 472,279 $ (8,185) $ 464,094 $ 400,599 $ 957 $ 401,556
Liquidity and Capital Resources:
Cash and Cash Equivalents
June 30, 2026 December 31, 2025
Cash and cash equivalents held domestically $ 4,389 $ 39,093
Cash and cash equivalents held by foreign subsidiaries 142,592 84,185
Total cash and cash equivalents $ 146,981 $ 123,278
Our primary source of operating cash is from the sale of our subscriptions, perpetual licenses, and services. Our primary use of cash is payment of our operating costs, which consist mainly of headcount‑related costs. In addition to operating expenses, we also use cash to service our debt obligations, to pay quarterly dividends, to repurchase our Class B common stock and convertible debt, and for capital expenditures in support of our operations. We also use cash to fund our acquisitions of software assets and businesses, and other investment activities.
We believe that cash generated from operations, together with existing cash and cash equivalent balances, and external borrowings including available liquidity under the Credit Facility, will be sufficient to meet our domestic and international working capital and capital expenditure requirements. We regularly review our capital structure and consider a variety of potential financing alternatives and planning strategies to ensure that we have the proper liquidity available in the locations in which it is needed and to fund our operations and growth investments with cash that has not been permanently reinvested outside the U.S. Our future capital requirements may be materially different than those currently planned in our budgeting and forecasting activities and depend on many factors, including our strategy of regularly acquiring and integrating specialized infrastructure engineering software businesses, our rate of revenue growth, the timing and extent of spending on research and development, the expansion of our sales and marketing activities, the timing of new product introductions, market acceptance of our products, competitive factors, our discretionary payments of dividends or repurchases of our Class B common stock and convertible debt, funding of our purchase commitments, currency fluctuations, and overall economic conditions, globally. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity would result in additional dilution to our stockholders, while the incurrence of additional debt financing, including convertible debt, would result in additional debt service obligations. Such debt instruments also could introduce new or modified covenants that might restrict our operations and/or our ability to pay dividends, consummate acquisitions, or otherwise pursue our business strategies. We cannot provide assurance that we could obtain additional financing on favorable terms or at all.
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Cash Flows Activity
Six Months Ended June 30,
2026 2025
Net cash provided by (used in):
Operating activities $ 264,921 $ 280,500
Investing activities $ (13,266) $ (7,135)
Financing activities $ (224,939) $ (257,509)
Operating Activities
For the six months ended June 30, 2026, compared to the same period in the prior year, net cash provided by operating activities was lower by $15,579 due to a decrease in net cash flows from the change in operating assets and liabilities of $35,140, partially offset by an increase in net income of $12,026 and a net increase in non‑cash adjustments of $7,535. The decrease in net cash flows from the change in operating assets and liabilities period over period was primarily due to timing of collections on our receivables, overall timing of payments for income taxes, and lower accounts payable. Partially offsetting these decreases were higher period over period accruals and other current liabilities, and Cloud Services Subscription deposits.
Investing Activities
Net cash used in investing activities was higher by $6,131 for the six months ended June 30, 2026, compared to the same period in the prior year, due to higher purchases of property and equipment and investment in capitalized software.
Financing Activities
Net cash used in financing activities was lower by $32,570 for the six months ended June 30, 2026 compared to the same period in the prior year. Net borrowings under the Credit Facility increased $781,221 for the six months ended June 30, 2026 compared to the same period in the prior year due to proceeds from our new $550,000 Term Loan and higher net revolving borrowings. During the first quarter of 2026, we utilized revolving borrowings and available cash on hand to repay the $677,830 outstanding principal balance of the 2026 Notes upon maturity in January 2026. Subsequently, during the second quarter of 2026, proceeds from the Term Loan were used to repay a portion of those revolving borrowings. Further, payments for shares acquired, including shares repurchased under the Repurchase Program, were higher by $79,938 for the six months ended June 30, 2026 compared to the same period in the prior year. Additionally, under the Repurchase Program, we paid $9,797 in cash to repurchase $10,000 aggregate principal amount of outstanding 2026 Notes during the first quarter of 2025.
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Long-Term Debt
June 30, 2026 December 31, 2025
Current portion of long-term debt $ 6,875 $ —
Long-term debt 1,210,305 1,248,912
Total debt $ 1,217,180 $ 1,248,912
The 2026 Notes matured on January 15, 2026. Upon maturity, we 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. Subsequently, on April 23, 2026, we entered into a First Amendment to our Credit Facility, which provided for a new $550,000 Term Loan and used those borrowings to repay portions of the revolving indebtedness outstanding under the Credit Facility.
As of June 30, 2026, we had $1,203,944 available under the Credit Facility, and we were in compliance with all covenants under the Credit Facility and the 2027 Notes. Any failure to comply with such covenants under the Credit Facility would prevent us from being able to borrow additional funds under the Credit Facility, and, as with any failure to comply with such covenants under the 2027 Notes, could constitute a default that may cause all amounts outstanding to become due and immediately payable in full.
Stock Repurchases
BSY Stock Repurchase Program
Our Board of Directors approved the Repurchase Program authorizing us to repurchase up to $500,000 of our Class B common stock and/or outstanding convertible senior notes through December 31, 2028. We may use available working capital, cash provided by operating activities, and/or external borrowings including available liquidity under our Credit Facility to make repurchases.
During the six months ended June 30, 2026, we repurchased 3,747,742 shares for $125,075 under the Repurchase Program. During the six months ended June 30, 2025, we repurchased 1,173,041 shares for $50,023, and $10,000 aggregate principal amount of our outstanding 2026 Notes for $9,797 under the Repurchase Program.
The timing, as well as the number and value of shares and/or outstanding convertible senior notes repurchased under the Repurchase Program, will be determined at our discretion and will depend on a variety of factors, including our assessment of the intrinsic value of our shares, the market price of our Class B common stock and outstanding convertible senior notes, general market and economic conditions, available liquidity, compliance with our debt and other agreements, and applicable legal requirements.
Withholding Taxes on Certain Equity Awards
We have the right to require that certain equity awardees receive gross or net quantities of shares of our Class B common stock, including distributions from the DCP and share issuances under the Bonus Plan. In the case of a gross issuance or distribution, an awardee is required to reimburse promptly to us the cash required for his or her tax withholding amounts. Conversely, under a net issuance or distribution, shares are withheld in consideration of remitting withholding taxes on behalf of an equity awardee, thereby requiring us to remit cash for the tax withholdings. During the six months ended June 30, 2026, we allowed impacted awardees the option to receive net quantities of shares of our Class B common stock. We exercised our right to require that impacted equity awardees receive gross quantities of our Class B common stock during the first quarter of 2025, but we allowed impacted awardees the option to receive net quantities of shares of our Class B common stock during the second quarter of 2025. We will continue to evaluate whether share awards will be required to be received by awardees on a gross basis, or if net settlement may be elected by awardees.
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Dividend Payments
The declaration and payment of dividends is within the discretion of our Board of Directors. We paid quarterly dividends of $0.07 per share of common stock during the six months ended June 30, 2026 and 2025. While we intend to continue paying quarterly dividends, any future determination will be subject to the discretion of our Board of Directors and will be dependent on a number of factors, including our results of operations, capital requirements, restrictions under Delaware law, and overall financial condition, as well as any other factors our Board of Directors considers relevant. In addition, the terms of the agreement governing the Credit Facility limit the amount of dividends we can pay.