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What changed in BENTLEY SYSTEMS INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of BENTLEY SYSTEMS INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+328 added−334 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-26)

Top changes in BENTLEY SYSTEMS INC's 2025 10-K

328 paragraphs added · 334 removed · 272 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

64 edited+16 added−22 removed25 unchanged
Biggest changeOur open modeling applications include: • MicroStation , for flexible 3D design and documentation, providing the common modeling environment upon which our applications are built; • OpenBridge , for the 3D design and documentation of bridges; • OpenBuildings , for the 3D design and documentation of buildings and their integrated structural, HVAC, electrical, and plumbing systems; • OpenFlows , for the planning, design, and operation of water, wastewater, and stormwater systems, incorporating hydrological, hydraulic, and flood modeling; • OpenPlant , for the 2D and 3D design and documentation of process plants; • OpenRail , for the planning, 3D design, and documentation of rail and transit systems; • OpenRoads , for the planning, 3D design, and documentation of roads and highways; • OpenSite and OpenSite+ , for the planning, 3D design, and documentation of building, residential development, and infrastructure sites; • OpenTower , for the 3D design and analysis of communication towers; • OpenTunnel , for the 3D design and analysis of tunnels; • OpenUtilities , for the design and management of electric, gas, water, wastewater, and district energy networks; and • OpenWindPower , for the structural analysis and design of fixed and floating offshore wind turbines.
Biggest changeOur open modeling applications include: • MicroStation , for flexible 3D design and documentation, providing the common modeling environment upon which our applications are built; • OpenBridge , for the 3D design and documentation of bridges; • OpenBuildings , for the 3D design and documentation of buildings and their integrated structural, HVAC, electrical, and plumbing systems; • OpenFlows , for the planning, design, and operation of water, wastewater, and stormwater systems, incorporating hydrological, hydraulic, and flood modeling; • OpenPlant , for the 2D and 3D design and documentation of process plants; • OpenRail , for the planning, 3D design, and documentation of rail and transit systems; • OpenRoads , for the planning, 3D design, and documentation of roads and highways; • OpenSite and OpenSite+ , for the planning, 3D design, and documentation of building, residential development, and infrastructure sites; • OpenTower , for the 3D design and analysis of communication towers; • OpenTunnel , for the 3D design and analysis of tunnels; • OpenUtilities , including OpenUtilities Substation+ , for the design and management of electric, gas, water, wastewater, and district energy networks; and Our open simulation applications include: • ADINA , for nonlinear simulation and analysis; • AutoPIPE , for analysis and simulation of pipe stress in industrial process plants; • MOSES , for integrated offshore analysis and simulation; • Power Line Systems (“PLS”) , for analysis and simulation of overhead electric power transmission lines and their structures; • RAM , for analysis and simulation of building structural performance; • SACS , for analysis and simulation of offshore structural performance; • SPIDA , for analysis and simulation of utility poles and overhead assets; and • STAAD , for analysis and simulation of structures of all types. 6 Table of C ontents Seequent .
Geoprofessional Applications . Our Seequent applications support modeling and simulation to help geoprofessionals and infrastructure engineers develop a detailed understanding, and take full account of, near and deep subsurface conditions. These include industry‑leading earth modeling, subsurface‑data management, and geoprofessional team collaboration software and geotechnical products that supplement visible built-asset representations above ground with more probabilistic modeling of subsurface conditions.
Our Seequent applications support modeling and simulation to help geoprofessionals and infrastructure engineers develop a detailed understanding, and take full account of, near and deep subsurface conditions. These include industry‑leading earth modeling, subsurface‑data management, and geoprofessional team collaboration software and geotechnical products that supplement visible built-asset representations above ground with more probabilistic modeling of subsurface conditions.
With tens of thousands of developers, Cesium is the de-facto developer platform for 3D geospatial applications. The combination of the iTwin Platform and Cesium provides new opportunities for growth and value creation for this developer ecosystem. Additionally, some capabilities of the platform are offered as discrete iTwin products.
With tens of thousands of developers, Cesium is the de-facto developer platform for 3D geospatial applications. The combination of Cesium and iTwin provides new opportunities for growth and value creation for this developer ecosystem. Additionally, some capabilities of the platform are offered as discrete iTwin products.
Our Research and Development We make substantial investments in research and development because we believe the infrastructure engineering software market presents compelling opportunities for the application of new technologies that advance our current solutions. Our research and development roadmap balances technological advances and new offerings with continuous enhancements to existing offerings.
Our Research and Development We make substantial investments in research and development because we believe the infrastructure engineering software market presents compelling opportunities for the application of new technologies that advance our current offerings. Our research and development roadmap balances technological advances and new offerings with continuous enhancements to existing offerings.
We believe we compete favorably against our competitors based on the factors above and that we distinguish ourselves through the comprehensiveness of our software portfolio, our commitment to both integration and interoperability across the entire infrastructure lifecycle, our flexible commercial models, and our direct sales channels.
We believe we compete favorably against our competitors based on the factors above and that we distinguish ourselves through the comprehensiveness of our software offerings portfolio, our commitment to both integration and interoperability across the entire infrastructure lifecycle, our flexible commercial models, and our direct sales channels.
The information posted on this website is not incorporated into this Annual Report on Form 10‑K. 14 Human Capital Management Our colleagues are a key success factor in driving our continued growth.
The information posted on this website is not incorporated into this Annual Report on Form 10‑K. Human Capital Management Our colleagues are a key success factor in driving our continued growth.
In addition, from time to time we enter into collaboration arrangements and in‑bound licensing agreements with third parties, including certain of our competitors, in order to expand the functionality and interoperability of our software solutions.
In addition, from time to time we enter into collaboration arrangements and in‑bound licensing agreements with third parties, including certain of our competitors, in order to expand the functionality and interoperability of our software.
Our allocation of research and development resources is guided by management‑established priorities, input from product managers, and feedback from various channels including users and user-facing teams. As part of our resource allocation process, we also conduct a cost‑benefit analysis of acquiring available technology in the marketplace versus developing our own solutions.
Our allocation of research and development resources is guided by management‑established priorities, input from product managers, and feedback from various channels including users and user-facing teams. As part of our resource allocation process, we also conduct a cost‑benefit analysis of acquiring available technology in the marketplace versus developing our own software.
Cesium and iTwin Platform. Our Cesium and iTwin Platform for developing infrastructure digital twin applications, leveraging our infrastructure schemas, enables users to create and curate cloud‑native 4D/5D digital representations of physical infrastructure assets, incorporating underlying engineering information federated with operational and enterprise data, and then to model, simulate, analyze, synchronize, track, and predict performance over time.
Cesium and iTwin Platform. Our Cesium and iTwin Platform for developing infrastructure digital twin applications leveraging our infrastructure schemas, enables users to create and curate cloud‑native digital representations of physical infrastructure assets, incorporating underlying engineering information federated with operational and enterprise data, and then to model, simulate, analyze, synchronize, track, and predict performance over time.
We intend to continue to expand the reach of our E365 subscription within virtually all of our enterprise accounts; • Accretion in SMBs : New business from SMB accounts, including from hundreds of new “logos” each quarter, has become a substantial contributor to our overall ARR growth (1) , and we are encouraged to continue investment in our Virtuosity business and e‑store.
We intend to continue to expand the reach of our E365 subscription within virtually all of our enterprise accounts; • Accretion in SMBs : New business from SMB accounts, including from hundreds of new “logos” each quarter, has become a substantial contributor to our overall ARR growth (2) , and we are encouraged to continue investment in our Virtuosity business and e‑store.
Our platform acquisitions have been: • Seequent Holdings Limited (“Seequent”) (2021), to enable infrastructure digital twin capabilities to incorporate modeling and simulation of full subsurface depths, and advancing infrastructure resilience and sustainability by helping geoprofessionals to understand environmental conditions and to mitigate environmental risks; and • PLS (2022), to bring design, analysis, and management of overhead electric power transmission lines and structures to our grid digital twin solutions.
Our platform acquisitions have been: • Seequent Holdings Limited (2021), to enable infrastructure digital twin capabilities to incorporate modeling and simulation of full subsurface depths, and advancing infrastructure resilience and sustainability by helping geoprofessionals to understand environmental conditions and to mitigate environmental risks; and • PLS (2022), to bring design, analysis, and management of overhead electric power transmission lines and structures to our grid digital twin offerings.
Our Annual Report on Form 10‑K, Quarterly Reports on Form 10‑Q, Current Reports on Form 8‑K and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on the SEC’s website at www.sec.gov and on the Investor Relations portion of our website at www.bentley.com (or investors.bentley.com) as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. 16
Our Annual Report on Form 10‑K, Quarterly Reports on Form 10‑Q, Current Reports on Form 8‑K and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on the SEC’s website at www.sec.gov and on the Investor Relations portion of our website at www.bentley.com (or investors.bentley.com) as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. 15 Table of C ontents
Our Primary Growth Initiatives Incremental to our long‑standing programmatic acquisition strategy, since 2020 we have determinedly invested internal resources to accelerate organic growth, with increasing success, through the following primary growth initiatives: • Accretion in Enterprise Accounts : We have established that E365 helps our accounts implement, propagate, and upgrade our solutions more quickly, encouraging greater consumption of our software and stronger account relationships.
Our Primary Growth Initiatives Incremental to our long‑standing programmatic acquisition strategy, we have determinedly invested internal resources to accelerate organic growth, with increasing success, through the following primary growth initiatives: • Accretion in Enterprise Accounts : We have established that E365 helps our accounts implement, propagate, and upgrade our offerings more quickly, encouraging greater consumption of our software and stronger account relationships.
The combination of the iTwin Platform and Cesium enables developers to seamlessly align 3D geospatial data with engineering, enterprise, and operational data to create digital twins with astonishing user experiences that scale from vast infrastructure networks to the millimeter-accurate details of individual assets.
The combination of Cesium and iTwin capabilities enables developers and users to seamlessly align 3D geospatial data with engineering, operational, and enterprise data to create digital twins with astonishing user experiences that scale from vast infrastructure networks to the millimeter-accurate details of individual assets.
These Bentley Open applications for modeling and simulation support a wide variety of file formats – both Bentley and third‑party – and industry standards and design codes, enabling digital workflows across design, simulation, and analysis, and ensuring engineering data is not locked in, but remains open and accessible.
Bentley Open Applications support a wide variety of file formats – both Bentley and third‑party – and industry standards and design codes, enabling digital workflows across design, simulation, and analysis, and ensuring engineering data is not locked in, but remains open and accessible.
Our relatively numerous and frequent programmatic acquisitions, which most often “fill white space” within our ecosystem, add their value principally by enhancing our platform comprehensiveness, and accordingly we consider this programmatic aspect of our growth as characteristically within our mainstream business performance (unlike platform acquisitions).
Our programmatic acquisitions, which most often “fill white space” within our ecosystem, add their value principally by enhancing our platform comprehensiveness, and accordingly we consider this programmatic aspect of our growth as characteristically within our mainstream business performance (unlike platform acquisitions).
Our geoprofessional applications include: • AGS , for processing, inversion, and visualization of geophysical data; • Central , for geological model management, to visualize, track, integrate, and manage geoscience data from a centralized, auditable environment; • GeoStudio , for integrated geotechnical analysis of slope stability, groundwater flow, and heat and mass transfer in soil and rock; • Imago , for the capture and management of drilling core images; • Leapfrog , for 3D implicit modeling designed to rapidly integrate, communicate, and interpret geological data; • MX Deposit , cloud drill hole software for simplifying and controlling how drill and other field data is collected, managed, and shared throughout the lifecycle of an ore deposit from early exploration through to mine production; • Oasis montaj , for the quality control, correction, visualization, analysis, and interpretation of geophysical, geologic and geochemical data; • OpenGround , for geotechnical information management for collecting, reporting, managing, visualizing, analyzing, and accessing geotechnical data; and • PLAXIS , for geotechnical analysis to solve common and complex geotechnical problems, including advanced analysis for excavations, foundations, tunnels, and other infrastructure projects.
Our geoprofessional applications include: • AGS , for processing, inversion, and visualization of geophysical data; • Central , for geological model management, to visualize, track, integrate, and manage geoscience data from a centralized, auditable environment; • Evo , a geoscience data and compute platform, for integrated workflows and collaboration across Seequent and third-party products; • GeoStudio , for integrated geotechnical analysis of slope stability, groundwater flow, and heat and mass transfer in soil and rock; • Imago , for the capture and management of drilling core images; • Leapfrog , for 3D implicit modeling designed to rapidly integrate, communicate, and interpret geological data; • MX Deposit , cloud drill hole software for simplifying and controlling how drill and other field data is collected, managed, and shared throughout the lifecycle of an ore deposit from early exploration through to mine production; • Oasis montaj , for the quality control, correction, visualization, analysis, and interpretation of geophysical, geologic and geochemical data; • OpenGround , for geotechnical information management for collecting, reporting, managing, visualizing, analyzing, and accessing geotechnical data; and • PLAXIS , for geotechnical analysis to solve common and complex geotechnical problems, including advanced analysis for excavations, foundations, tunnels, and other infrastructure projects.
Our users design, build, and operate infrastructure assets across the following sectors: • Public Works/Utilities , which represents approximately 59% of our sector-attributable annualized recurring revenues (“ARR”) (1)(2) , includes roads, rail, bridges, tunnels, airports, and ports; federal, state, and municipal agencies; and networks for electricity, gas, water, wastewater, and communications; • Resources , which represents approximately 27% of our sector-attributable ARR (1)(2) , includes mining, oil and gas “upstream,” offshore, pipelines, environmental management, and renewable energy; • Industrial , which represents approximately 9% of our sector-attributable ARR (1)(2) , includes process and discrete manufacturing, oil and gas “downstream,” and power generation; and • Commercial/Facilities , which represents approximately 5% of our sector-attributable ARR (1)(2) , includes campuses, office buildings, retail facilities, and hospitals.
Our users design, build, and operate infrastructure assets for the following sectors: • Public Works/Utilities , which represents approximately 59% of our sector-attributable annualized recurring revenues (“ARR”) (1)(2) , includes roads, rail, bridges, tunnels, airports, and ports; federal, state, and municipal agencies; and networks for electricity, gas, water, wastewater, and communications; • Resources , which represents approximately 27% of our sector-attributable ARR (1)(2) , includes mining, oil and gas upstream activities, offshore, pipelines, environmental management, and renewable energy; • Industrial , which represents approximately 9% of our sector-attributable ARR (1)(2) , includes process and discrete manufacturing, oil and gas downstream activities, and power generation; and • Commercial/Facilities , which represents approximately 5% of our sector-attributable ARR (1)(2) , includes campuses, office buildings, retail facilities, and hospitals.
No account, including any group of accounts under common control or accounts that are affiliates of each other, represented more than 2% of our total revenues in 2024, 2023, or 2022. Our Acquisitions Since our founding, we have purposefully pursued a strategy of regularly acquiring and integrating specialized infrastructure engineering software businesses, including 12 acquisitions over the past three years.
No account, including any group of accounts under common control or accounts that are affiliates of each other, represented more than 2% of our total revenues in 2025, 2024, or 2023. Our Acquisitions Since our founding, we have purposefully pursued a strategy of acquiring and integrating specialized infrastructure engineering software businesses, including 8 acquisitions over the past three years.
Our revenues are balanced and diversified between engineering and construction contracting firms who work together to deliver the design and construction of capital projects (representing 51%, 50%, and 50% of our 2024, 2023, and 2022 total revenues, respectively), and their clients, the world’s public and private infrastructure asset owners and operators (representing 49%, 50%, and 50% of our 2024, 2023, and 2022 total revenues, respectively).
Our revenues are balanced and diversified between engineering and construction contracting firms who work together to deliver the design and construction of capital projects (representing 52%, 51%, and 50% of our 2025, 2024, and 2023 total revenues, respectively), and their clients, the world’s public and private infrastructure asset owners and operators (representing 48%, 49%, and 50% of our 2025, 2024, and 2023 total revenues, respectively).
Bentley Infrastructure Cloud . Our enterprise information systems span the end‑to‑end lifecycle and value chain of the world’s infrastructure, helping engineers to produce higher quality deliverables, contractors to execute better with their supply chain, and owners to maintain a complete and accurate picture of their asset throughout its lifecycle.
Bentley Infrastructure Cloud . Our enterprise information system spans the end‑to‑end lifecycle and value chain of the world’s infrastructure, helping engineers to produce higher quality deliverables, contractors to execute better with their supply chain, and owners to maintain a complete and accurate picture of their asset throughout its lifecycle.
We also rely on specialist channel partners in geographic regions where we do not currently have a meaningful presence or where, for some of our offerings, direct sales efforts are less economically feasible. Channel partners accounted for approximately 7% of our 2024 total revenues.
We also rely on specialist channel partners in geographic regions where we do not currently have a meaningful presence or where, for some of our offerings, direct sales efforts are less economically feasible. Channel partners accounted for approximately 6% of our 2025 total revenues.
Our approach to effective governance is to ensure the highest level of accountability and compliance rigor. We look forward to sharing updates for our full year 2024 performance in our next Impact Report, scheduled to be published in the second quarter of 2025. To learn more, visit our ESG website at www.bentley.com/company/esg-overview/.
Our approach to effective governance is to ensure the highest level of accountability and compliance rigor. We look forward to sharing updates for our full-year 2025 performance in our next Impact Report, scheduled to be published in the second quarter of 2026. To learn more, visit the impact portion of our website at www.bentley.com/company/impact/.
(1) Refer to the section titled “Key Business Metrics” included in Part II, Item 7 of this Annual Report on Form 10‑K for additional information, including our definition and our use of ARR growth rate. 11 We do not have material account concentration.
(2) Refer to the section titled “Key Business Metrics” included in Part II, Item 7 of this Annual Report on Form 10‑K for additional information, including our definition and our use of ARR growth rate. 11 Table of C ontents We do not have material account concentration.
We bring our offerings to market primarily through direct sales channels, including through our account managers and our Virtuosity inside sales colleagues and e‑store, which generated approximately 93% of our 2024 total revenues.
We bring our offerings to market primarily through direct sales channels, including through our account managers and our Virtuosity inside sales colleagues and e‑store, which generated approximately 94% of our 2025 total revenues.
As of December 31, 2024, we had approximately 5,500 full‑time colleagues globally, including approximately 2,200 in the Americas (the U.S., Canada, and Latin America, including the Caribbean); approximately 1,500 in Europe, the Middle East, and Africa (“EMEA”); and approximately 1,800 in Asia‑Pacific (“APAC”). None of our full‑time U.S. colleagues are unionized.
As of December 31, 2025, we had approximately 5,800 full‑time colleagues globally, including approximately 2,400 in the Americas (the U.S., Canada, and Latin America, including the Caribbean); approximately 1,600 in Europe, the Middle East, and Africa (“EMEA”); and approximately 1,800 in Asia‑Pacific (“APAC”). None of our full‑time U.S. colleagues are unionized.
These include: • iTwin Capture , for capturing, modeling, analyzing, and sharing reality data, enabling users to easily create engineering‑ready, high-resolution 3D meshes of infrastructure assets using drone video and survey imagery; • iTwin Experience , for visualizing and navigating digital twins, empowering owner‑operators and their constituents with insights into critical infrastructure; and 8 • iTwin IoT , for acquiring and analyzing sensor data, enabling users to seamlessly incorporate Internet of Things (“IoT”) data created by sensors and condition monitoring devices for real-time safety and risk monitoring in infrastructure operations and construction activities.
These include: • iTwin Capture , for capturing, modeling, analyzing, and sharing reality data, enabling users to easily create engineering‑ready, high-resolution 3D meshes of infrastructure assets using drone video and survey imagery; 8 Table of C ontents • iTwin Engage , for enabling infrastructure teams and their stakeholders to engage with immersive, photorealistic renderings of existing and future infrastructure assets; • iTwin Experience , for visualizing and navigating digital twins, empowering owner‑operators and their constituents with insights into critical infrastructure; and • iTwin IoT , for acquiring and analyzing sensor data, enabling users to seamlessly incorporate Internet of Things (“IoT”) data created by sensors and condition monitoring devices for real-time safety and risk monitoring in infrastructure construction and operations activities.
Powered by our platform and infrastructure schemas and thus seamlessly integrating with Bentley Open applications, Bentley Infrastructure Cloud enables better creation, delivery, and ongoing operation of better infrastructure, through complete and evergreen digital twins. Bentley Asset Analytics . Our asset analytics solutions unlock real-time insights and time-saving automation through AI-powered infrastructure digital twins to optimize asset performance and workflows.
Powered by our platform and infrastructure schemas and thus seamlessly integrating with Bentley Open Applications , Bentley Infrastructure Cloud enables better project delivery and asset performance through complete and evergreen digital twins. Bentley Asset Analytics . Our asset analytics products unlock real-time insights and time-saving automation through AI-powered infrastructure digital twins to optimize asset performance and workflows.
Our E365 subscription is an all‑inclusive global consumption‑based plan which provides access to our comprehensive portfolio of solutions with uniform pricing across all countries. E365 subscriptions require a Cloud Services Subscription (“CSS”) (as described below) and are charged to accounts primarily based upon daily usage or elective subscriptions, dependent on product. They are also inclusive of “Success Plans” (described below).
Our E365 subscription is an all‑inclusive global consumption‑based plan which provides access to our comprehensive portfolio of integrated software offerings with uniform pricing across all countries. E365 subscriptions require a Cloud Services Subscription (“CSS”) (described below) and are charged to accounts primarily based upon daily usage or elective subscriptions, dependent on product.
We were founded in 1984 by the Bentley brothers and on September 25, 2020, we completed our initial public offering (“IPO”). Our enduring commitment is to develop and support the most comprehensive portfolio of integrated software offerings across professional disciplines, infrastructure sectors, geographies, and the infrastructure lifecycle.
We were founded in 1984 by the Bentley brothers and on September 25, 2020, we completed our initial public offering (“IPO”). Our enduring commitment is to develop and support the most comprehensive portfolio of integrated software offerings across disciplines, sectors, geographies, and the infrastructure lifecycle, enabling digital workflows that improve project delivery and asset performance.
The Digital Twins Opportunity Over our company’s history, as computing capabilities have advanced, the scope of infrastructure engineering software has correspondingly increased. However, project and asset software markets have developed independently from one another and connected digital workflows have not been offered.
Digital Twins and AI Over our company’s history, as computing capabilities have advanced, the scope of infrastructure engineering software has correspondingly increased. However, project and asset software markets have developed independently from one another, resulting in disconnected digital workflows.
Our Products and Solutions We serve enterprises and professionals across the infrastructure lifecycle by improving project delivery and asset performance. For projects, our software encompasses conception, planning, surveying, design, engineering, and construction, as well as the collaboration required to coordinate and share the work of interdisciplinary and/or distributed project teams.
Our Products and Offerings We serve enterprises and professionals across the infrastructure lifecycle, from the design and construction of new projects to the operation and maintenance of existing assets. For projects, our software encompasses conception, planning, surveying, design, engineering, and construction, as well as the collaboration required to coordinate and share the work of interdisciplinary and/or distributed project teams.
Corporate Information Bentley Systems, Incorporated was incorporated in Delaware in 1987 and is headquartered in Exton, Pennsylvania. Website Access to Reports Our internet address is www.bentley.com. The information posted on our website is not incorporated into this Annual Report on Form 10‑K.
Through events and programming, IDEA offers support, education, networking, and professional development opportunities to our global colleagues. Corporate Information Bentley Systems, Incorporated was incorporated in Delaware in 1987 and is headquartered in Exton, Pennsylvania. Website Access to Reports Our internet address is www.bentley.com. The information posted on our website is not incorporated into this Annual Report on Form 10‑K.
We believe the advancement from siloed project-specific software including for computer-aided design (CAD) and building information modeling (BIM), and asset-specific software including for geographic information systems (GIS), to unified and “evergreen” infrastructure digital twins will have the effect of merging what have been to date separate market spaces as well as enabling new use cases that were not possible or practical with previous technologies.
We believe the advancement from siloed project-specific software, including for computer-aided design (CAD) and building information modeling (BIM), and asset-specific software, including for geographic information systems (GIS), to unified and evergreen infrastructure digital twins will have the effect of merging what have been to date separate market spaces as well as enabling new use cases that were not possible or practical with previous technologies. 9 Table of C ontents We believe that the growing adoption of data-centric workflows, via infrastructure digital twins, will serve to overcome the factors that have held back the digital advancement of infrastructure engineering and will facilitate the broader use of engineering data in the operation of infrastructure assets.
Among other things, our patents address a broad range of issues in infrastructure domains from analyzing building energy usage and structural analysis, railway system maintenance, water network design and operation, and augmented reality, as well as techniques for creating, storing, displaying, and processing infrastructure models. 13 To innovate and increase our strategic position, our software developers are incentivized to alert our internal patent committee to innovations that might be patentable or of strategic value.
Among other things, our patents address a broad range of issues in infrastructure domains from analyzing building energy usage and structural analysis, railway system maintenance, water network design and operation, and augmented reality, as well as techniques for creating, storing, displaying, and processing infrastructure models.
The portions of our ARR which cannot be sector-attributed consist generally of ARR within accounts that are diversified engineering firms which work in multiple sectors, and as to that portion of their ARR which are for products that are not sector-specific, such as MicroStation, and structural or geotechnical modeling and simulation applications, and ProjectWise, which are used across any and all sectors. 4 Our Bentley Open engineering applications and Seequent geoprofessional applications are primarily cloud-connected desktop modeling and simulation applications that support the breadth of engineering and geoprofessional disciplines.
The portions of our ARR which cannot be sector-attributed consist generally of ARR within accounts that are diversified engineering firms which work in multiple sectors, and as to that portion of their ARR which are for products that are not sector-specific, such as MicroStation , and structural or geotechnical modeling and simulation applications, and ProjectWise , which are used across any and all sectors. 4 Table of C ontents Bentley Asset Analytics automatically detect and analyze issues to trigger key operational workflows, improving overall asset performance.
For assets, our software spans the operating life of commissioned infrastructure assets, allowing our accounts to manage engineering changes for safety and compliance and to model performance and reliability to support operations and maintenance decisions.
For assets, our software spans the operating life of commissioned infrastructure assets, allowing our accounts to manage engineering changes for safety and compliance and to model performance and reliability to support operations and maintenance decisions. Bentley Open Applications and Seequent applications are primarily cloud-connected desktop modeling and simulation applications that support the breadth of engineering and geoprofessional disciplines.
Despite the foregoing, our intellectual property rights may not be successfully asserted in the future or may be invalidated, circumvented or challenged by third parties. Moreover, the laws and enforcement of the laws of various foreign countries where our products are licensed do not protect our intellectual property rights to the same extent as U.S. laws.
Moreover, the laws and enforcement of the laws of various foreign countries where our products are licensed do not protect our intellectual property rights to the same extent as U.S. laws.
Moreover, we believe that due to the comprehensiveness of our offerings across the infrastructure lifecycle, infrastructure digital twins and newly enabled digital workflows spanning design, construction, and operations will most particularly benefit our users and enhance our competitiveness. 9 This includes the increasing use of AI, which represents a paradigm shift for infrastructure sectors, which create massive amounts of data during design, construction, and operations.
Moreover, we believe that due to the comprehensiveness of our offerings across the infrastructure lifecycle, infrastructure digital twins and newly enabled digital workflows spanning design, construction, and operations will most particularly benefit our users and enhance our competitiveness.
While we do not believe that any competitor offers a portfolio as comprehensive as ours, we do face strong competition, varying by infrastructure lifecycle phase and sector: • our key competitors in Public Works/Utilities applications include Autodesk, Inc., Trimble Inc., and Hexagon AB; • our key competitors in Resources applications include Hexagon AB, the AVEVA unit of Schneider Electric, and Dassault Systèmes; • our key competitors in Industrial applications include Hexagon AB, the AVEVA unit of Schneider Electric, and Dassault Systèmes; • our key competitors in Commercial/Facilities applications include Autodesk, Inc., Nemetschek SE, and Trimble Inc.; • our key competitors in project delivery systems include Autodesk, Inc. and Oracle Corporation; and (1) Refer to the section titled “Key Business Metrics” included in Part II, Item 7 of this Annual Report on Form 10‑K for additional information, including our definition and our use of ARR growth rate. 12 • our key competitors in asset performance systems include Aspen Technology, Inc., the AVEVA unit of Schneider Electric, Esri, and GE Vernova.
While we do not believe that any competitor offers a portfolio as comprehensive as ours, we do face strong competition, varying by infrastructure lifecycle phase and sector: • our key competitors in Public Works/Utilities applications include Autodesk, Inc., Trimble Inc., and Hexagon AB; • our key competitors in Resources applications include Hexagon AB and the AVEVA unit of Schneider Electric, as well as Dassault Systèmes, Datamine, Maptek, RMS, and Micromine in mining; • our key competitors in Industrial applications include Hexagon AB and the AVEVA unit of Schneider Electric; • our key competitors in Commercial/Facilities applications include Autodesk, Inc., Nemetschek SE, and Trimble Inc.; • our key competitors in project delivery systems include Autodesk, Inc. and Oracle Corporation; and • our key competitors in asset performance systems include the AVEVA unit of Schneider Electric, Esri, and GE Vernova.
Participants in our E365 program use CSS as the funding mechanism for their subscription. At the end of 2024, accounts representing approximately 60% of our total ARR (1) had chosen to institute, for licensing of our software, our commercial models eligible under CSS.
At the end of 2025, accounts representing approximately 60% of our total ARR (1) had chosen to implement, for licensing of our software, our commercial models eligible under CSS.
Through our platform, we are adding digital twin capabilities to our other offerings to enable users to better leverage data throughout the infrastructure lifecycle. The platform also supports a thriving ecosystem of third‑party developers who use our open‑source tools to develop applications for the built and natural environment.
Through our platform, we are adding digital twin capabilities to our existing products and developing a new generation of data-centric and AI-powered offerings. The platform also supports a thriving ecosystem of third‑party developers who use our open standards-based and open source tools and open application programming interfaces (APIs) to develop applications for the built and natural environment.
Using digital twins, our users can more fully extend digital workflows across the entire infrastructure lifecycle, increasing the value of infrastructure engineers’ work. The platform was augmented through the acquisition of Cesium in September 2024.
Using digital twins, our users can more fully extend digital workflows across the entire infrastructure lifecycle, increasing the value of infrastructure engineers’ work. The platform was augmented through the acquisition of Cesium in September 2024. Cesium technology is used to develop powerful 3D geospatial applications—helping organizations understand their assets, environments, and operations in a 3D geospatial context.
Our colleagues are highly qualified with an average of six years of total service and advanced academic credentials, including 150 doctoral degrees and over 1,400 master’s‑level degrees. Colleague Experience We take a colleague‑centric approach in all that we do. We achieve a strong sense of belonging through focused efforts to build trust and enhance personal and organizational experiences.
Our colleagues are highly qualified with an average of seven years of total service and advanced academic credentials, including over 160 doctoral degrees and over 1,400 master’s‑level degrees. 14 Table of C ontents Colleague Experience We achieve a strong level of performance, engagement, and belonging through focused efforts to build trust and enhance personal and organizational experiences, empowering colleagues to learn and grow every day, providing recognition for great work, and supporting colleague wellbeing.
Our Inclusion, Diversity, and Equity Alliance (“IDEA”) program includes colleague-led resource groups that empower their members to join peers from across the business and the globe to foster belonging and inclusion.
Our executive management team and senior leaders are integral partners in this mission, acting as executive sponsors for key Belonging and Inclusion initiatives. Our Inclusion, Diversity, and Equity Alliance (“IDEA”) program includes colleague-led resource groups, open to all colleagues, that empower their members to join peers from across the business and the globe to foster belonging and inclusion.
We also plan to assess appropriate occasions for seeking patent and other intellectual property protections for aspects of our technology and solutions that we believe constitute innovations providing significant competitive advantages, both domestically and outside of the U.S.
We also assess appropriate occasions for seeking patent and other intellectual property protections for aspects of our technology and offerings that we believe constitute innovations providing significant competitive advantages, both domestically and outside of the U.S. 13 Table of C ontents Despite the foregoing, our intellectual property rights may not be successfully asserted in the future or may be invalidated, circumvented, or challenged by third parties.
The ways in which we empower our users to design, build, and operate sustainable infrastructure and collaborate across enterprises to create a better and more resilient future for all; • Environmental . The actions we are taking to minimize environmental impacts across the business by closely managing, monitoring, and improving our operations; • Social .
The four pillars of this strategy include: • Handprint . The ways in which we empower our users to design, build, and operate sustainable infrastructure and collaborate across enterprises to create a better and more resilient future for all; • Footprint .
We offer an open modeling environment comprising domain‑specific authoring applications and an open simulation environment comprising applications to analyze the functional performance of designs that work together to improve engineering quality, streamline production of multi-discipline documentation, and reduce rework.
Our comprehensive portfolio of integrated software offerings comprises: Bentley Open Applications . We offer an open modeling environment comprising domain‑specific modeling and simulation applications that analyze the functional performance of designs. Our engineering applications work together to improve infrastructure engineering quality and productivity, resulting in better project designs and deliverables.
We deliver our Bentley Infrastructure Cloud capabilities under our CSS, charged quarterly based on the number of users of various levels of functionality. Pricing includes cloud provisioning, although some accounts elect on‑premises and/or hybrid hosting. CSS streamlines the procurement, administration, and payment process for us and our accounts for cloud offerings, term licenses, and recurring services.
Pricing includes cloud provisioning, although some accounts elect on‑premises and/or hybrid hosting. 10 Table of C ontents CSS streamlines the procurement, administration, and payment process for us and our accounts for cloud offerings, term licenses, and recurring services. Participants in our E365 program use CSS as the funding mechanism for their subscription.
Our talent strategy focuses on creating an enriching colleague experience through an inclusive and engaging culture in which colleagues can develop their career while making a positive impact by advancing the world’s infrastructure.
We create an enriching colleague experience, underscored by our mission, actions, and priorities (MAP) in which colleagues can do the best work of their career while making a positive impact by advancing the world’s infrastructure.
Talent Acquisition We believe our Company’s purpose, mission, and values, as well as our culture, including an intentional commitment to flexible work through IEWP, are drivers for attracting and retaining colleagues. Our talent acquisition strategy leverages best practices to attract, engage, and hire top talent.
We encourage meaningful and continuous feedback through biannual performance reviews, engagement surveys, and two-way communication to ensure colleagues are equipped to succeed. Talent Acquisition We believe our Company’s purpose, mission, values, and culture are drivers for attracting and retaining colleagues. Our talent acquisition strategy leverages best practices to attract, engage, and hire top talent quickly and effectively.
Item 1. Business Our Business Bentley Systems is the infrastructure engineering software company. Our purpose is to advance the world’s infrastructure for better quality of life. We empower people to design, build, and operate better and more resilient infrastructure through the adoption of our intelligent digital twin solutions.
Item 1. Business Our Business 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.
The principal competitive factors affecting our market include: • product features, performance, and effectiveness; • reliability and security; • openness and the ability to integrate with other technologies; • price, commercial model, and total cost of use; and • brand awareness and reputation.
(1) Refer to the section titled “Key Business Metrics” included in Part II, Item 7 of this Annual Report on Form 10‑K for additional information, including our definition and our use of ARR growth rate. 12 Table of C ontents The principal competitive factors affecting our market include: • product features, performance, and effectiveness; • reliability and security; • openness and the ability to integrate with other technologies; • price, commercial model, and total cost of use; and • brand awareness and reputation.
While we have recovered some revenue resulting from the unauthorized use of our software solutions, we are unable to measure the full extent to which unauthorized use of our software products exists.
While we have recovered some revenue resulting from the unauthorized use of our software, we are unable to measure the full extent to which unauthorized use of our software products exists. Our Production and Suppliers Our principal supplier of cloud services is Microsoft, with whom we have entered into a multi-year contract for a committed level of expenditures for Azure.
We enjoy high levels of colleague referrals to supplement our corporate hiring practices, and nurture relationships with universities around the world to hire talented graduates into rotational assignments, all of which provides a strong talent pipeline. Professional Development With enhanced capacity to collaborate virtually, colleagues can grow their careers no matter where they are located.
We enjoy high levels of colleague referrals to supplement our corporate hiring practices, and nurture relationships with agencies and universities around the world to hire talented professionals and graduates, all of which provides a strong talent pipeline. Professional Development We invest in continuous professional development through targeted classroom style programs, peer collaboration, and experiential learning opportunities.
Our engineering applications work together to improve infrastructure engineering quality and productivity, resulting in better project designs and deliverables. We take care to enable compatibility across successive generations of our applications, which enables engineers, throughout their careers, to maintain continuity with their preferred interfaces, formats, and methodologies, while advancing their work at the leading edge of innovation.
We take care to enable compatibility across successive generations of our applications, which enables engineers, throughout their careers, to maintain continuity with their preferred interfaces, formats, and methodologies, while advancing their work at the leading edge of innovation. 5 Table of C ontents As infrastructure sectors move toward more data-centric workflows, we are developing a new generation of digital-twin native, AI-powered, and Bentley Infrastructure Cloud -connected applications to further improve individual and team productivity and collaboration.
Our greatest opportunity for impact is through the products and services we provide that empower our users to achieve the United Nations’ Sustainable Development Goals. Our global colleagues are our greatest asset, and our impact is fueled by their passion and determination. We have a responsibility to support the success and wellbeing of our colleagues.
Our greatest opportunity for impact is through the products and services we provide that empower our users to achieve sustainable development goals by realizing outcomes that are more sustainable and resilient. Our impact strategy is rooted in our passion for advancing infrastructure challenges by enabling the building of a better world.
Powering these products is our Cesium and iTwin Platform , our cloud‑native technology platform to create, curate, and leverage infrastructure digital twins, which was augmented through the acquisition of Cesium in September 2024.
Powering these products is our Cesium and iTwin Platform , a cloud‑native technology platform to create, curate, and leverage infrastructure digital twins. Through our platform, our products are becoming increasingly data-centric to take advantage of digital twin and artificial intelligence (“AI”) capabilities. The proportions of our revenues are referenced in the diagram below.
Our ProjectWise and AssetWise enterprise collaboration solutions utilized under E365 are charged based on the total number of users within a calendar quarter, or fixed asset bands, respectively. While the majority of our E365 subscriptions revenue is attributed to daily consumption of our applications, E365 subscriptions can contain floors or ceilings on usage charges.
While the majority of our E365 subscriptions revenue is attributed to daily consumption of our applications, E365 subscriptions typically contain floors or ceilings on usage charges.
We strive to build a culture where all colleagues feel a sense of belonging so that they can fully realize their potential and produce their best work. Our executive management are key partners in providing access to resources and our leadership team by acting as executive sponsors for our colleague resource groups.
Belonging and Inclusion We are a global company with colleagues of different cultures, backgrounds, and perspectives based in 45 countries worldwide and speaking nearly 70 languages. We strive to build a culture where all colleagues feel a sense of belonging so that they can fully realize their potential and produce their best work.
These solutions are applied to specific asset types and use cases. Bentley Asset Analytics solutions include: • Blyncsy , for inspecting and detecting roadway conditions; • Bridge Monitoring , for identifying and classifying bridge defects; • Dam Monitoring , for assessing, monitoring, and analyzing risks to dams; and • OpenTower iQ , for creating digital twins of cell tower infrastructure.
Bentley Asset Analytics includes: • Bentley OpenPaths , for multimodal transport network modeling and travel demand forecasting; • Blyncsy , for inspecting and detecting roadway conditions; • Bridge Monitoring , for identifying and classifying bridge defects; • Dam Monitoring , for assessing, monitoring, and analyzing risks to dams; • LEGION , for pedestrian traffic simulation; • OpenTower iQ , for creating digital twins of cell tower infrastructure; • Pointivo technologies, for drone data processing, AI-powered damage detection, and geolocation; and • Talon , for sites surveys, inspections, and asset digitization across wireless telecom, broadband, and electric utilities.
By unifying data between engineering applications and enterprise systems, Bentley Infrastructure Cloud helps organizations manage their data in a single environment, enabling integrated workflows, improved collaboration, and increased productivity. Data also can be easily enriched throughout the lifecycle.
Bentley Infrastructure Cloud encompasses: • Connect , the foundational layer of Bentley Infrastructure Cloud , which provides a connected data environment and unified experience for infrastructure professionals to improve collaboration; • ProjectWise , for advanced design and construction workflows; • SYNCHRO and SYNCHRO+ , for 4D construction modeling to visualize and assess sequencing strategies; and • AssetWise , for asset operations and maintenance workflows. 7 Table of C ontents By unifying data between engineering applications and enterprise systems, Bentley Infrastructure Cloud helps organizations manage their data in a single environment and enrich it across the lifecycle, for integrated workflows, improved collaboration, and increased productivity.
Infrastructure organizations can leverage AI during the design phase and reuse their data to automate repetitive tasks, such as documentation and annotation, enabling engineers to focus on higher-value activities. For example, Bentley’s OpenSite+, the first engineering application leveraging generative AI for civil site design, includes a design copilot to drive new levels of productivity and accuracy.
This includes the increasing use of AI, which represents a paradigm shift for infrastructure sectors, which create massive amounts of data during design, construction, and operations. Infrastructure organizations can leverage AI during project delivery to automate repetitive tasks and more, enabling engineers to focus on higher-value activities.
(1) Refer to the section titled “Key Business Metrics” included in Part II, Item 7 of this Annual Report on Form 10‑K for additional information, including our definition and our use of ARR. 10 Success Plans and Services For enterprise accounts, we have transitioned from a traditional paradigm of on‑demand technical support, and professional services contracted episodically, to instead delivering proactive and continuous engagement with users and accounts through “Success Plans.” Success Plans are designed with business outcomes in mind, ensuring that accounts receive the best results from our software.
Bentley Infrastructure Cloud , provided via cloud and hybrid environments, extends enterprise collaboration during project delivery and helps manage engineering information during operations and maintenance. (1) Refer to the section titled “Key Business Metrics” included in Part II, Item 7 of this Annual Report on Form 10‑K for additional information, including our definition and our use of ARR.
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Our software enables digital workflows across engineering disciplines, across distributed project teams, and from offices to the field. Moreover, our intelligent digital twin solutions empower our users to achieve sustainable development goals by realizing outcomes that are more sustainable and resilient.
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These new applications are designated with a plus symbol (“+”) in each product’s name.
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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.
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These offerings are applied to specific asset types and use cases.
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Through our platform, our existing products are becoming increasingly iTwin -enabled to take advantage of digital twin capabilities, and we are developing a new generation of iTwin -native, data-centric applications that leverage artificial intelligence (“AI”) to increase engineering productivity.
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They can also apply AI during operations to analyze data for insights into asset conditions. We believe that helping infrastructure organizations deploy AI across the lifecycle represents a significant opportunity for Bentley. With Bentley Infrastructure Cloud , organizations can unlock access to their data, freeing it from closed formats and aligning it to open schemas, to enable AI across projects.
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The proportions of our revenue generated respectively from Bentley Open engineering applications and Seequent geoprofessional applications for modeling and simulation, and from Bentley Infrastructure Cloud and its principal offerings, are referenced in the diagram below. 5 Our comprehensive portfolio of integrated software offerings comprises: Engineering Applications .
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Bentley Infrastructure Cloud also helps organizations maintain a digital thread from design through construction and operations, enabling AI-based performance recommendations. We are also embedding AI capabilities across our comprehensive portfolio of integrated software offerings.
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Our open simulation applications include: • ADINA , for nonlinear simulation and analysis; • AutoPIPE , for analysis and simulation of pipe stress in industrial process plants; • LEGION , for pedestrian traffic simulation; • OpenPaths , for multimodal transport network modeling and travel demand forecasting; • Power Line Systems (“PLS”) , for analysis and simulation of overhead electric power transmission lines and their structures; 6 • RAM , for analysis and simulation of building structural performance; • SACS , for analysis and simulation of offshore structural performance; • SPIDA , for analysis and simulation of utility poles and overhead assets; and • STAAD , for analysis and simulation of structures of all types.
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For example, Bentley Copilot is a context-aware AI assistant that guides users through workflows, surfaces relevant information, and can make changes to design models; our next-generation applications such as Bentley OpenSite+ include native AI capabilities, e.g., for drawings production; and Bentley Asset Analytics products include AI agents that automatically identify maintenance issues and recommend preventive action.
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Bentley Infrastructure Cloud encompasses: • ProjectWise , for project delivery, supporting information and document management, and engineering‑specific collaboration and work‑sharing for distributed project teams and enterprises; • SYNCHRO , for construction, spatially and temporally integrating a project’s 3D engineering models into its construction schedules to visualize and assess sequencing strategies; and 7 • AssetWise , for asset operations, capturing and managing changes to engineering models and enterprise information for compliance and safety, and to model performance and reliability.
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They are also inclusive of “Enterprise Services” (described below). Our Bentley Infrastructure Cloud offerings utilized under E365 are charged based on the total number of users within a calendar quarter, or fixed asset bands, respectively.
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Cesium technology is used to develop powerful 3D applications of the land, sea, sky, and space—helping organizations understand their assets, environments, and operations in a 3D geospatial context.
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We deliver our Bentley Infrastructure Cloud capabilities under our CSS, charged quarterly based on the number of users of various levels of functionality.
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We believe that the growing adoption of infrastructure digital twins will serve to overcome the factors that have held back the digital advancement of infrastructure engineering and will facilitate the broader use of engineering data in the operation of infrastructure assets.
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Enterprise Services For our enterprise accounts, services are delivered via proactive and continuous engagement with users and accounts with business outcomes in mind, ensuring that accounts achieve optimal results from our software.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeUnder the if‑converted method, diluted earnings per share will be calculated assuming that all the 2026 Notes and 2027 Notes are converted solely into shares of Class B common stock at the beginning of the reporting period, unless the result would be anti‑dilutive. The application of the if‑converted method will reduce our reported diluted earnings per share.
Biggest changeThe accounting method for reflecting the 2027 Notes on our consolidated balance sheets and reflecting the underlying shares of our Class B common stock in our reported diluted earnings per share may adversely affect our reported earnings and financial condition. 26 Table of C ontents Under the if‑converted method, diluted earnings per share will be calculated assuming that all the 2027 Notes are converted solely into shares of Class B common stock at the beginning of the reporting period, unless the result would be anti‑dilutive.
In the event that accounts or third parties sustain property damage, injury, death, or other loss in connection with their use of our software or infrastructure for which our software solutions and services were used to engineer, we, along with others, may be sued, and whether or not we are ultimately determined to be liable, we may incur significant legal expenses, management’s attention could be diverted from operations, and market acceptance of our software could decrease.
In the event that accounts or third parties sustain property damage, injury, death, or other loss in connection with their use of our software or infrastructure for which our software and services were used to engineer, we, along with others, may be sued, and whether or not we are ultimately determined to be liable, we may incur significant legal expenses, management’s attention could be diverted from operations, and market acceptance of our software could decrease.
The option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding derivatives with respect to our Class B common stock and/or purchasing or selling our Class B common stock or other securities of ours in secondary market transactions prior to the maturity of the 2026 Notes and 2027 Notes (and are likely to do so during any observation period related to a conversion of 2026 Notes and 2027 Notes).
The option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding derivatives with respect to our Class B common stock and/or purchasing or selling our Class B common stock or other securities of ours in secondary market transactions prior to the maturity of the 2027 Notes (and are likely to do so during any observation period related to a conversion of the 2027 Notes).
In the event of our bankruptcy, liquidation, reorganization, or other winding up, our assets that secure debt ranking senior or equal in right of payment to the 2026 Notes and 2027 Notes will be available to pay obligations on the 2026 Notes and 2027 Notes only after the secured debt has been repaid in full from these assets, and our assets will be available to pay common stockholders only after all debt obligations have been repaid.
In the event of our bankruptcy, liquidation, reorganization, or other winding up, our assets that secure debt ranking senior or equal in right of payment to the 2027 Notes will be available to pay obligations on the 2027 Notes only after the secured debt has been repaid in full from these assets, and our assets will be available to pay common stockholders only after all debt obligations have been repaid.
The 2026 Notes and 2027 Notes rank senior in right of payment to our Class B common stock and any of our indebtedness that is expressly subordinated in right of payment to the 2026 Notes and 2027 Notes; equal in right of payment to any of our liabilities that are not so subordinated; effectively junior in right of payment to any of our secured indebtedness, to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries.
The 2027 Notes rank senior in right of payment to our Class B common stock and any of our indebtedness that is expressly subordinated in right of payment to the 2027 Notes; equal in right of payment to any of our liabilities that are not so subordinated; effectively junior in right of payment to any of our secured indebtedness, to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries.
Our risk of exposure to litigation in these situations could rise as our software solutions and services are used for increasingly complex and high‑profile infrastructure projects. Litigation could also impair our ability to obtain professional liability or product liability insurance or increase the cost of such insurance.
Our risk of exposure to litigation in these situations could rise as our software and services are used for increasingly complex and high‑profile infrastructure projects. Litigation could also impair our ability to obtain professional liability or product liability insurance or increase the cost of such insurance.
If two or more of our accounts consolidate, they may also wish to consolidate the software solutions and services that we provide to them. If an existing account is acquired by another company that uses the solutions of one of our competitors, we may lose business in that account to our competitor.
If two or more of our accounts consolidate, they may also wish to consolidate the software and services that we provide to them. If an existing account is acquired by another company that uses the software of one of our competitors, we may lose business in that account to our competitor.
The capped call transactions are expected generally to reduce the potential dilution upon conversion of the 2026 Notes and 2027 Notes, and/or offset any cash payments we are required to make in excess of the principal amount of converted 2026 Notes and 2027 Notes with such reduction and/or offset subject to a cap.
The capped call transactions are expected generally to reduce the potential dilution upon conversion of the 2027 Notes, and/or offset any cash payments we are required to make in excess of the principal amount of converted 2027 Notes with such reduction and/or offset subject to a cap.
We cannot assure you that spending in these countries on infrastructure projects will continue at historical levels or increase in the future, or that demand for our software solutions in APAC in general will not be negatively affected by reductions in spending or other limitations.
We cannot assure you that spending in these countries on infrastructure projects will continue at historical levels or increase in the future, or that demand for our software in APAC in general will not be negatively affected by reductions in spending or other limitations.
We have in the past and expect to continue in the future to seek to grow our business through acquisitions of or investments in new or complementary businesses, software solutions, or technologies, and the failure to manage acquisitions or investments, or the failure to integrate them with our existing platform and business, could harm us.
We have in the past and expect to continue in the future to seek to grow our business through acquisitions of or investments in new or complementary businesses, software, or technologies, and the failure to manage acquisitions or investments, or the failure to integrate them with our existing platform and business, could harm us.
The impact of cyber‑attacks could disrupt the proper functioning of our software solutions or services, cause errors in the output of our accounts’ work, allow unauthorized access to sensitive, proprietary, or confidential information of ours or our accounts, and other destructive outcomes.
The impact of cyber‑attacks could disrupt the proper functioning of our software or services, cause errors in the output of our accounts’ work, allow unauthorized access to sensitive, proprietary, or confidential information of ours or our accounts, and other destructive outcomes.
If we fail to comply with these covenants or 27 to make payments under our indebtedness when due, then we would be in default under that indebtedness, which could, in turn, result in that and our other indebtedness becoming immediately payable in full.
If we fail to comply with these covenants or to make payments under our indebtedness when due, then we would be in default under that indebtedness, which could, in turn, result in that and our other indebtedness becoming immediately payable in full.
Our Class A common stock has 29 votes per share, and our Class B common stock, which is the class of common stock that is issuable upon conversion of the 2026 Notes and 2027 Notes, and is the only class that is publicly traded and listed, has one vote per share.
Our Class A common stock has 29 votes per share, and our Class B common stock, which is the class of common stock that is issuable upon conversion of the 2027 Notes, and is the only class that is publicly traded and listed, has one vote per share.
These channel partners sell our software solutions in geographic regions where we do not have a meaningful presence, and in niche markets where they have specialized industry and technical knowledge.
These channel partners sell our software in geographic regions where we do not have a meaningful presence, and in niche markets where they have specialized industry and technical knowledge.
If one or more holders elect to convert their 2026 Notes and/or their 2027 Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our Class B common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity.
If one or more holders elect to convert their 2027 Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our Class B common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity.
Such actions may impact our ability to distribute our software solutions into certain regions and markets, and may have an adverse effect on our results of operations and cash flows.
Such actions may impact our ability to distribute our software into certain regions and markets, and may have an adverse effect on our results of operations and cash flows.
If we are unable to use or license these third‑party technologies on reasonable terms, including commercially justifiable royalty rates, or if these technologies fail to operate properly or be appropriately supported, maintained, or enhanced, we may not be able to secure alternatives in a timely manner and our ability to develop and commercialize our own software solutions could be adversely impacted.
If we are unable to use or license these third‑party technologies on reasonable terms, including commercially justifiable royalty rates, or if these technologies fail to operate properly or be appropriately supported, maintained, or enhanced, we may not be able to secure alternatives in a timely manner and our ability to develop and commercialize our own software offerings could be adversely impacted.
Quality problems, defects, errors, failures, or vulnerabilities in our software solutions or services could harm our reputation and adversely affect our business, financial condition, results of operations, and prospects. Our solutions are, in some cases, highly complex and incorporate advanced software technologies that we attempt to make interoperable with the products of other software providers.
Quality problems, defects, errors, failures, or vulnerabilities in our software or services could harm our reputation and adversely affect our business, financial condition, results of operations, and prospects. Our offerings are, in some cases, highly complex and incorporate advanced software technologies that we attempt to make interoperable with the products of other software providers.
We further rely upon a variety of Internet service providers, third‑party hosting facilities, and cloud computing platform providers, such as Microsoft Azure, as well as local service providers to support project teams and users in most regions and countries throughout the world, particularly with respect to our cloud service solutions.
We further rely upon a variety of Internet service providers, third‑party hosting facilities, and cloud computing platform providers, such as Microsoft Azure, as well as local service providers to support project teams and users in most regions and countries throughout the world, particularly with respect to our cloud service offerings.
In addition, certain of our accounts’ budgets may be constrained and they may be unable to procure our solutions at the same level as in prior periods. Our accounts’ ability to pay for our software solutions and services may also be impaired, which may lead to an increase in our allowance for doubtful accounts and write‑offs of accounts receivable.
In addition, certain of our accounts’ budgets may be constrained and they may be unable to procure our offerings at the same level as in prior periods. Our accounts’ ability to pay for our software and services may also be impaired, which may lead to an increase in our allowance for doubtful accounts and write‑offs of accounts receivable.
Further, these developments may require us to take on more onerous obligations in our contracts, restrict our ability to store, transfer and process data or, in some cases, impact our ability or our users’ ability to offer our services in certain locations, to deploy our solutions, or to derive insights from user data globally.
Further, these developments may require us to take on more onerous obligations in our contracts, restrict our ability to store, transfer, and process data or, in some cases, impact our ability or our users’ ability to offer our services in certain locations, to deploy our offerings, or to derive insights from user data globally.
Assertions by third parties of infringement or other violations by us of their intellectual property rights could result in significant costs and harm our business and results of operations. Vigorous protection and pursuit of intellectual property rights has resulted in protracted and expensive litigation for many companies in our industry.
Assertions by third parties of infringement or other violations by us of their intellectual property rights could result in significant costs and harm our business, financial condition, and results of operations. Vigorous protection and pursuit of intellectual property rights has resulted in protracted and expensive litigation for many companies in our industry.
The steps we take may not be adequate to protect our technologies and intellectual property, our patent and trademark applications may not lead to issued patents or registered trademarks, others may develop or patent similar or superior technologies or solutions, and our patents, trademarks, and other intellectual property may be challenged, invalidated, designed around, or circumvented by others.
The steps we take may not be adequate to protect our technologies and intellectual property, our patent and trademark applications may not lead to issued patents or registered trademarks, others may develop or patent similar or superior technologies or offerings, and our patents, trademarks, and other intellectual property may be challenged, invalidated, designed around, or circumvented by others.
For example, the GDPR provides for penalties of up to €20 million or 4% of a company’s annual global revenue, whichever is greater, the PIPL provides for penalties of up to 50 million renminbi or 5% of a company's annual revenue and disgorgement of all illegal gains, whichever is greater, and the CCPA provides for penalties of up to $7,500 per violation.
For example, the GDPR provides for penalties of up to €20 million or 4% of a company’s annual global revenue, whichever is greater, the PIPL provides for penalties of up to 50 million renminbi or 5% of a company's annual revenue and disgorgement of all illegal gains, whichever is greater, and the CCPA provides for penalties of up to $7,988 per violation.
In connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates entered into various derivative transactions with respect to our Class B common stock concurrently with or shortly after the pricing of the 2026 Notes and 2027 Notes.
In connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates entered into various derivative transactions with respect to our Class B common stock concurrently with or shortly after the pricing of the 2027 Notes.
In addition, the existence of the 2026 Notes and 2027 Notes may encourage short selling by market participants because the conversion of the 2026 Notes and/or the 2027 Notes could be used to satisfy short positions, or anticipated conversion of the 2026 Notes and/or the 2027 Notes into shares of our Class B common stock could depress the price of our Class B common stock.
In addition, the existence of the 2027 Notes may encourage short selling by market participants because the conversion of the 2027 Notes could be used to satisfy short positions, or anticipated conversion of the 2027 Notes into shares of our Class B common stock could depress the price of our Class B common stock.
A portion of our revenues are from sales by our channel partners and we could be subject to loss or liability based on their actions. Sales through our global network of independent regional channel partners accounted for 7%, 8%, and 8% of our total revenues for the years ended December 31, 2024, 2023, and 2022, respectively.
A portion of our revenues are from sales by our channel partners and we could be subject to loss or liability based on their actions. Sales through our global network of independent regional channel partners accounted for 6%, 7%, and 8% of our total revenues for the years ended December 31, 2025, 2024, and 2023, respectively.
Uncertainty regarding economic and political conditions may negatively impact us as accounts defer spending or postpone infrastructure projects in response to tighter credit, higher unemployment, higher interest rates, higher inflation, financial market volatility, government austerity programs, negative financial news, declining valuations of investments, and other factors.
Uncertainty regarding economic and political conditions may negatively impact us as accounts defer spending or postpone infrastructure projects in response to tighter credit, higher unemployment, higher interest rates, higher inflation, increases on tariffs, financial market volatility, government austerity programs, negative financial news, declining valuations of investments, and other factors.
There may not be sufficient assets remaining to pay amounts due on any or all of the 2026 Notes and 2027 Notes then outstanding or any or all shares of our Class B common stock then outstanding.
There may not be sufficient assets remaining to pay amounts due on any or all of the 2027 Notes then outstanding or any or all shares of our Class B common stock then outstanding.
Further, our operations outside the U.S. are subject to legal, regulatory, social, political, economic, and other risks inherent in international business operations, including, without limitation, local product preference and product requirements, trade protection measures, sanctions, quotas, embargoes, import and export licensing requirements, duties, tariffs or surcharges and more stringent regulations relating to privacy and data security and access to, or use of, commercial and personal information. 17 The occurrence of any one of these risks could negatively affect our international business and, consequently, our business, financial condition, and results of operations.
Further, our operations outside the U.S. are subject to legal, regulatory, social, political, economic, and other risks inherent in international business operations, including, without limitation, local product preference and product requirements, trade protection measures, sanctions, quotas, embargoes, import and export licensing requirements, duties, tariffs or surcharges and more stringent regulations relating to privacy and data security and access to, or use of, commercial and personal information. 16 Table of C ontents The occurrence of any one of these risks could negatively affect our international business and, consequently, our business, financial condition, and results of operations.
Our offerings may be subject to U.S. export controls and economic sanctions laws and regulations that restrict the delivery of our solutions and services to certain locations, governments, and persons.
Our offerings may be subject to U.S. export controls and economic sanctions laws and regulations that restrict the delivery of our software and services to certain locations, governments, and persons.
Regulation relating to the provision of our solutions and applications, is evolving, as federal, state, and foreign governments continue to adopt new, or modify existing, laws and regulations addressing privacy, data protection, data sovereignty, information security and the collection, processing, storage, sharing, transmission, and use of data generally.
Regulation relating to the provision of our software is evolving, as federal, state, and foreign governments continue to adopt new, or modify existing, laws and regulations addressing privacy, data protection, data sovereignty, information security and the collection, processing, storage, sharing, transmission, and use of data generally.
Furthermore, effective copyright, patent, trademark, and trade secret protection may not be available in every country in which our solutions are available or where we do business.
Furthermore, effective copyright, patent, trademark, and trade secret protection may not be available in every country in which our offerings are available or where we do business.
Approximately 18% of our total revenues for the years ended December 31, 2024, 2023, and 2022 relate to infrastructure projects in APAC, including China.
Approximately 18% of our total revenues for the years ended December 31, 2025, 2024, and 2023 relate to infrastructure projects in APAC, including China.
A significant component of our growth strategy is to increase the cross‑selling of our solutions to current and future accounts, however, we may not be successful in doing so if our accounts find our additional solutions to be unnecessary or unattractive.
A significant component of our growth strategy is to increase the cross‑selling of our software offerings to current and future accounts, however, we may not be successful in doing so if our accounts find our additional offerings to be unnecessary or unattractive.
This reclassification could be required even if no noteholders convert their notes and could materially reduce our reported working capital. The conditional conversion feature of the 2026 Notes and 2027 Notes may adversely affect our financial condition and operating results.
This reclassification could be required even if no noteholders convert their notes and could materially reduce our reported working capital. The conditional conversion feature of the 2027 Notes may adversely affect our financial condition and results of operations.
Depending on the results of our assessment, we could be required to record a significant impairment charge in our consolidated financial statements during the period in which any impairment of our goodwill or amortizable intangible assets was determined, negatively impacting our results of operations. Item 1B. Unresolved Staff Comments None.
Depending on the results of our assessment, we could be required to record a significant impairment charge in our consolidated financial statements during the period in which any impairment of our goodwill or amortizable intangible assets was determined, negatively impacting our results of operations. 29 Table of C ontents Item 1B. Unresolved Staff Comments None.
A significant portion of our software development personnel, source code, and computer equipment is located at operating facilities outside the U.S. We also depend on data maintained on servers running third‑party enterprise resource planning, account relationship management, and other business operations systems.
A significant portion of our software development personnel, source code, and computer equipment is located at operating facilities outside the U.S. We also depend on data maintained on servers running third‑party enterprise-wide administrative, account relationship management, and other business operations systems.
The beneficial owners of our Class A common stock together hold approximately 53.5% of the voting power of our outstanding common stock as of December 31, 2024.
The beneficial owners of our Class A common stock together hold approximately 53.5% of the voting power of our outstanding common stock as of December 31, 2025.
Globally, these and other requirements are causing increased scrutiny amongst users, particularly in the public sector and highly regulated industries, which could restrict the use and adoption of our solutions and applications (in particular cloud services).
Globally, these and other requirements are causing increased scrutiny amongst users, particularly in the public sector and highly regulated industries, which could restrict the use and adoption of our software (in particular cloud services).
The accounting method for convertible debt securities that may be settled in cash, such as the 2026 Notes and 2027 Notes, could have a material effect on our reported financial condition and results.
The accounting method for convertible debt securities that may be settled in cash, such as the 2027 Notes, could have a material effect on our reported financial condition and results of operations.
In addition, certain of these risks may be heightened as a result of changing political climates. For example, the U.S. and China have been levying tariffs on their respective imports. Such tariffs could have a significant impact on our business and the business of our accounts.
In addition, certain of these risks may be heightened as a result of changing political 23 Table of C ontents climates. For example, the U.S. and China have been levying tariffs on their respective imports. Such tariffs could have a significant impact on our business and the business of our accounts.
Complying with export control and sanctions regulations for a particular sale may be time‑consuming and may result in the delay or loss of sales opportunities. Violations of U.S. sanctions or export control laws can result in fines, penalties, denial of export and trading privileges, and seizure of goods and assets.
Complying with export control and sanctions regulations for a particular sale may be time‑consuming and may result in the delay or loss of sales opportunities. 24 Table of C ontents Violations of U.S. sanctions or export control laws can result in fines, penalties, denial of export and trading privileges, and seizure of goods and assets.
In the event the conditional conversion feature of the 2026 Notes and/or the 2027 Notes is triggered, holders of the 2026 Notes and/or the 2027 Notes will be entitled to convert the 2026 Notes and/or the 2027 Notes at any time during specified periods at their option.
In the event the conditional conversion feature of the 2027 Notes is triggered, holders of the 2027 Notes will be entitled to convert the 2027 Notes at any time during specified periods at their option.
The use of our software could lead to the filing of product liability claims against us were someone to allege that our software provided inaccurate or incomplete information at any stage of the infrastructure lifecycle or otherwise failed to perform according to specifications.
The use of our software, including AI-enabled offerings, could lead to the filing of product liability claims against us were someone to allege that our software provided inaccurate or incomplete information at any stage of the infrastructure lifecycle or otherwise failed to perform according to specifications.
Approximately 58% of our total revenues were from outside the U.S. for the years ended December 31, 2024, 2023, and 2022. We anticipate that revenues from accounts outside the U.S. will continue to comprise a majority of our total revenues for the foreseeable future.
Approximately 59%, 58%, and 58% of our total revenues were from outside the U.S. for the years ended December 31, 2025, 2024, and 2023, respectively. We anticipate that revenues from accounts outside the U.S. will continue to comprise a majority of our total revenues for the foreseeable future.
Our channel partners may also not have loyalty to our brand and therefore may not be particularly motivated to sell our software solutions or services. 20 The use of channel partners could also subject us to lawsuits, potential liability, and reputational harm if, for example, any channel partners misrepresent the functionality of our software solutions or services to accounts, fail to comply with their contractual obligations, or violate laws or our corporate policies.
Our channel partners may also not have loyalty to our brand and therefore may not be particularly motivated to sell our software or services. 19 Table of C ontents The use of channel partners could also subject us to lawsuits, potential liability, and reputational harm if, for example, any channel partners misrepresent the functionality of our software or services to accounts, fail to comply with their contractual obligations, or violate laws or our corporate policies.
If our 18 accounts do not renew their subscriptions or if they renew on less favorable terms, our revenues may decline, which could harm our business, financial condition, and results of operations. Consolidation among our accounts and other enterprises in the markets in which we operate may result in a loss of business.
If our 17 Table of C ontents accounts do not renew their subscriptions or if they renew on less favorable terms, our revenues may decline, which could harm our business, financial condition, and results of operations. Consolidation among our accounts and other enterprises in the markets in which we operate may result in a loss of business.
If participants in any of these sectors reduce spending or allocate future funding in a manner that results in fewer infrastructure improvement or expansion projects, then our accounts’ underlying business may be impacted and demand for our software solutions may decrease or our rate of contract renewals may decrease.
If participants in any of these sectors reduce spending or allocate future funding in a manner that results in fewer infrastructure improvement or expansion projects, then our accounts’ underlying business may be impacted and demand for our software may decrease or our rate of contract renewals may decrease. A prolonged decrease in such spending may harm our results of operations.
Any disruption in service may damage our reputation and business. In addition, our channel partners may be unable to meet their payment obligations to us, which would have a negative impact on our results of operations and revenues.
Any disruption in service may damage our reputation and business. In addition, our channel partners may be unable to meet their payment obligations to us, which would have a negative impact on our financial results.
We use this information to provide solutions and applications to our accounts, to validate user identity, to fulfill contractual duties and administer billing and support, to expand and improve our business, and to communicate and recommend products and services through our marketing and advertising efforts.
We use this information to provide software offerings to our accounts, to validate user identity, to fulfill contractual duties and administer billing and support, to expand and improve our business, and to communicate and recommend products and services through our marketing and advertising efforts.
Further, if we were to experience a breach of systems compromising our accounts’ sensitive data, our brand and reputation could be adversely affected, use of our software solutions and services could decrease, and we could be exposed to a risk of loss, litigation, and regulatory proceedings.
Further, if we were to experience a breach of systems compromising our accounts’ sensitive data, our brand and reputation could 22 Table of C ontents be adversely affected, use of our software and services could decrease, and we could be exposed to a risk of loss, litigation, and regulatory proceedings.
Further, we collect and otherwise process personal data of our global employees and contractors. 22 Governments, regulators, privacy advocates, plaintiffs’ attorneys, and our users and accounts are increasingly focused on how companies collect, process, use, store, share, and transmit personal data.
Further, we collect and otherwise process personal data of our global employees and contractors. 21 Table of C ontents Governments, regulators, privacy advocates, plaintiffs’ attorneys, and our users and accounts are increasingly focused on how companies collect, process, use, store, share, and transmit personal data.
The capped call transactions entered into when we issued the 2026 Notes and 2027 Notes may affect the value of our common stock. In connection with the issuances of the 2026 Notes and 2027 Notes, we entered into capped call transactions with the respective option counterparties.
The capped call transactions entered into when we issued the 2027 Notes may affect the value of our common stock. In connection with the issuance of the 2027 Notes, we entered into capped call transactions with the respective option counterparties.
As of December 31, 2024, without giving effect to any potential adjustments to the conversion rate set forth in the indenture or any limits on conversion, and assuming our Class B common stock is trading at or above $64.13 per share for the 2026 Notes and $83.23 per share for the 2027 Notes, 10,725,557 and 6,908,567 shares of our Class B common stock would be issuable upon a full conversion of the 2026 Notes and 2027 Notes, respectively.
As of December 31, 2025, without giving effect to any potential adjustments to the conversion rate set forth in the indenture or any limits on conversion, and assuming our Class B common stock is trading at or above $83.23 per share for the 2027 Notes, 6,908,567 shares of our Class B common stock would be issuable upon a full conversion of the 2027 Notes.
We may also be required to provide full replacements or refunds for such defective software. We cannot assure you that such remediation would not harm our business, financial condition, results of operations, and prospects. 19 Our business, financial condition, results of operations, and prospects may be harmed if we are unable to cross‑sell our solutions.
We may also be required to provide full replacements or refunds for such defective software. We cannot assure you that such remediation would not harm our business, financial condition, results of operations, and prospects. 18 Table of C ontents Our business, financial condition, results of operations, and prospects may be harmed if we are unable to cross‑sell our software offerings.
Cash repatriation restrictions may limit our ability to repatriate cash held by our foreign subsidiaries. Additionally, the repatriation of cash held by our foreign subsidiaries may result in adverse tax consequences. Any repatriation of cash may be restricted or may result in our incurring substantial costs.
Additionally, the repatriation of cash held by our foreign subsidiaries may result in adverse tax consequences. Any repatriation of cash may be restricted or may result in our incurring substantial costs.
Political instability or adverse political developments, including, without limitation, as a result of or in connection with trade relations between the U.S. and China, as well as terrorist attacks, cyber events, armed conflicts (or the threat or escalation thereof), bank failures, civil unrest, espionage, natural disasters, epidemics, and pandemics in any of the countries in which we do business could harm our business, financial condition, and results of operations. 30 Changes in existing financial accounting standards or practices, or taxation rules or practices may adversely affect our results of operations.
Political instability or adverse political developments, including, without limitation, as a result of or in connection with trade relations between the U.S., E.U., and China, as well as terrorist attacks, cyber events, armed conflicts (or the threat or escalation thereof), bank failures, civil unrest, espionage, natural disasters, epidemics, and pandemics in any of the countries in which we do business could harm our business, financial condition, results of operations, and cash flows.
A prolonged decrease in such spending may harm our results of operations. Our accounts may request discounts or extended payment terms on new arrangements or seek to extend payment terms on existing arrangements due to lower levels of infrastructure spending or for other reasons, all of which may reduce revenue.
Our accounts may request discounts or extended payment terms on new arrangements or seek to extend payment terms on existing arrangements due to lower levels of infrastructure spending or for other reasons, all of which may reduce revenue.
As we continue to expand our presence in international regions, the portion of our revenues, expenses, cash, accounts receivable, and payment obligations denominated in foreign currencies continues to increase. Further, we anticipate that revenues from accounts outside of the U.S. will continue to comprise the majority of our total revenues for the foreseeable future.
Further, we anticipate that revenues from accounts outside of the U.S. will continue to comprise the majority of our total revenues for the foreseeable future. Because of our international activities, we have revenues, expenses, cash, accounts receivable and payment obligations denominated in foreign currencies.
Bentley, Gregory S. Bentley, Keith A. Bentley, Raymond B. Bentley, and Richard P. Bentley, collectively (the “Bentleys”), certain other family members and trusts and other entities controlled by or primarily for the benefit of the Bentleys and their families) constitutes an event of default.
Bentley, collectively (the “Bentleys”), certain other family members and trusts and other entities controlled by or primarily for the benefit of the Bentleys and their families) constitutes an event of default.
The dual class structure of our common stock has the effect of concentrating voting control with the Bentley Control Group (the Bentleys and certain of their family members, trusts or other permitted transferees, as well as all other holders of our Class A common stock in respect of such shares of Class A common stock, who collectively are acting as a group).
This activity could cause or avoid an increase or a decrease in the market price of our Class B common stock. 27 Table of C ontents The dual class structure of our common stock has the effect of concentrating voting control with the Bentley Control Group (the Bentleys and certain of their family members, trusts or other permitted transferees, as well as all other holders of our Class A common stock in respect of such shares of Class A common stock, who collectively are acting as a group).
Although we devote resources to maintaining our security and integrity, we may not prevent security incidents. 21 The risk of a security breach or disruption, particularly through cyber‑attack or cyber intrusion, including by computer hackers, foreign governments, and cyber terrorists, has increased as the number, intensity, and sophistication of attempted attacks and intrusions from around the world have increased.
The risk of a security breach or disruption, particularly through cyber‑attack or cyber intrusion, including by computer hackers, foreign governments, and cyber terrorists, has increased as the number, intensity, and sophistication of attempted attacks and intrusions from around the world have increased.
Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.
Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business, financial condition, and results of operations. 28 Table of C ontents General Risk Factors Global economic and political conditions may negatively impact our business, financial condition, results of operations, and cash flows.
Furthermore, if any of the conditions to the convertibility of the 2026 Notes and/or the 2027 Notes is satisfied, then we may be required under applicable accounting standards to reclassify the liability carrying value of the 2026 Notes and/or the 2027 Notes as a current, rather than long‑term, liability.
The application of the if‑converted method will reduce our reported diluted earnings per share. Furthermore, if any of the conditions to the convertibility of the 2027 Notes is satisfied, then we may be required under applicable accounting standards to reclassify the liability carrying value of the 2027 Notes as a current, rather than long‑term, liability.
Infrastructure projects typically have long timelines and we may invest in building capacity based on expected demand for our software solutions that takes longer to develop than we expect or fails to develop at all.
Infrastructure projects typically have long timelines and we may invest in building capacity based on expected demand for our software that takes longer to develop than we expect or fails to develop at all. Additionally, government spending on infrastructure may decrease, which could decrease the demand for our software and have a negative impact on our results of operations.
We license third‑party technologies for the development of certain of our software solutions, and, in some instances, we incorporate third‑party technologies, including open source software, into our software solutions. If we fail to maintain these licenses or are unable to secure alternative licenses on reasonable terms, our business could be adversely affected.
If we fail to maintain these licenses or are unable to secure alternative licenses on reasonable terms, our business could be adversely affected. We license third-party technologies to develop certain software offerings, and, in some cases, we incorporate third‑party technologies into our own software, including technologies owned by our competitors.
Because of our international activities, we have revenues, expenses, cash, accounts receivable and payment obligations denominated in foreign currencies. For the years ended December 31, 2024, 2023, and 2022, 34%, 35%, and 36%, respectively, of our total revenues were denominated in a currency other than the U.S. dollar. As a result, we are subject to currency exchange risk.
For the years ended December 31, 2025, 2024, and 2023, 33%, 34%, and 35%, respectively, of our total revenues were denominated in a currency other than the U.S. dollar. As a result, we are subject to currency exchange risk.
Any inability to make scheduled payments or meet the financial covenants in the agreement governing the Credit Facility would adversely affect our business. We may incur substantial additional debt, which could exacerbate the risks described above. We may incur additional debt in the future.
Furthermore, there is no guarantee that future working capital, borrowings, or equity financing will be available to repay or refinance any debt. Any inability to make scheduled payments or meet the financial covenants in the agreement governing the Credit Facility would adversely affect our business. We may incur substantial additional debt, which could exacerbate the risks described above.
We incorporate artificial intelligence and machine learning (collectively “AI” herein this item) into our software solutions and offerings, and challenges with properly managing its use could result in reputational harm, or liability, and adversely affect our operations. As a global software and service provider, we are increasingly building AI into many of our software solutions and offerings.
We incorporate artificial intelligence and machine learning (collectively “AI” herein this item) into our software offerings, and challenges with properly managing its use could result in reputational harm, or liability, and adversely affect our operations. We believe AI represents a paradigm shift for infrastructure sectors.
In addition, even if holders do not elect to convert their 2026 Notes and/or their 2027 Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 2026 Notes and/or the 2027 Notes as a current, rather than long‑term, liability, which would result in a material reduction of our net working capital. 28 Conversion of the 2026 Notes and/or the 2027 Notes will dilute the ownership interest of existing stockholders, including holders who had previously converted their 2026 Notes and/or their 2027 Notes, or may otherwise depress the price of our Class B common stock.
In addition, even if holders do not elect to convert their 2027 Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 2027 Notes as a current, rather than long‑term, liability, which would result in a material reduction of our net working capital.
Any claims or proceedings against us, regardless of whether meritorious, could be time consuming, result in costly litigation, require significant amounts of management time, result in the diversion of significant operational resources, or require us to enter into royalty or licensing agreements, any of which could harm our business, financial condition, and results of operations. 24 Risks Related to Regulation and Litigation Recent and potential tariffs imposed by the U.S. government or a global trade war could increase the cost of our products and services and the cost of conducting our business, which could harm our business, financial condition, and results of operations.
Any claims or proceedings against us, regardless of whether meritorious, could be time consuming, result in costly litigation, require significant amounts of management time, result in the diversion of significant operational resources, or require us to enter into royalty or licensing agreements, any of which could harm our business, financial condition, and results of operations.
Although the agreement governing the Credit Facility contains restrictions on our ability to incur indebtedness, those restrictions are subject to a number of exceptions which permit us and our subsidiaries to incur substantial debt. Adding new debt to current debt levels could intensify the related risks that we and our subsidiaries now face.
We may incur additional debt in the future. Although the agreement governing the Credit Facility contains restrictions on our ability to incur indebtedness, those restrictions are subject to a number of exceptions which permit us and our subsidiaries to incur substantial debt.
Further, if the Bentley Family ceases to collectively own equity interests in us representing at least 20% of the aggregate voting power of the Company, then such change in ownership will be an event of default under the agreement governing the Credit Facility and, among other things, the commitments under the Credit Facility may be terminated immediately and the outstanding loans and accrued interest may become due and payable immediately.
Further, if the Bentley Family ceases to collectively own equity interests in us representing at least 20% of the aggregate voting power of the Company, then such change in ownership will be an event of default under the agreement governing the Credit Facility and, among other things, the commitments under the Credit Facility may be terminated immediately and the outstanding loans and accrued interest may become due and payable immediately. 25 Table of C ontents In addition, there is no guarantee that we will be able to generate sufficient cash flows or revenues to meet these financial covenants or pay the principal and interest on any debt.
We have invested, and intend to continue to invest, significant resources in developing and acquiring additional solutions, which resources may not be recovered if we are unable to successfully cross‑sell these solutions to accounts using our existing solutions. Any failure to sell additional solutions to current and future accounts could harm our business, financial condition, results of operations, and prospects.
We have invested, and intend to continue to invest, significant resources in developing and acquiring additional software offerings, which resources may not be recovered if we are unable to successfully cross‑sell these offerings to accounts using our existing software.
Certain of our services involve the storage and transmission of accounts’ proprietary information, and security breaches could expose us to a risk of loss of this information, litigation, and possible liability.
Certain of our services involve the storage and transmission of accounts’ proprietary information, and security breaches could expose us to a risk of loss of this information, 20 Table of C ontents litigation, and possible liability. Although we devote resources to maintaining our security and integrity, we may not prevent security incidents.
If we underestimate the demand for our software solutions, we may be unable to fulfill the increased demand in a timely fashion or at all. If we overestimate the demand for our software solutions, we may incur additional expenses for which we would not have corresponding revenues, negatively impacting our results of operations.
If we overestimate the demand for our software, we may incur additional expenses for which we would not have corresponding revenues, negatively impacting our results of operations.
If we are unable to maintain these certifications or meet these standards, it could adversely affect our ability to provide our solutions to certain accounts and could harm our business.
Our accounts expect us to meet voluntary certification or other standards established by third parties or imposed by the accounts themselves. If we are unable to maintain these certifications or meet these standards, it could adversely affect our ability to provide our software to certain accounts and could harm our business.
We are exposed to fluctuations in currency exchange rates that could negatively impact our financial results and cash flows. We sell our solutions in 189 countries, primarily through a direct sales force located throughout the world. Approximately 58% of our total revenues were from outside the U.S. for the years ended December 31, 2024, 2023, and 2022.
We are exposed to fluctuations in currency exchange rates that could negatively impact our financial results and cash flows. We sell our software in 189 countries, primarily through a direct sales force located throughout the world.
Further, we cannot guarantee that all of our accounts are using the latest versions of our software solutions with enhanced security features and may be more vulnerable to cyber‑attacks.
These defects, errors, or failures could affect software performance and damage the businesses of our accounts, as well as delay the development or release of new software or new versions of software. Further, we cannot guarantee that all of our accounts are using the latest versions of our software with enhanced security features and may be more vulnerable to cyber‑attacks.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWhen necessary, we utilize third party auditors and consultants to assess third-party cybersecurity risks, and we consult with outside counsel as appropriate, including on materiality analysis and disclosure matters.
Biggest changeWhen necessary, we utilize third party auditors and consultants to assess third-party cybersecurity risks, and we consult with outside counsel as appropriate, including on materiality analysis and disclosure matters. Our senior management makes the final materiality determinations and disclosure and other compliance decisions. Our full Board of Directors has oversight responsibility for risks and incidents relating to cybersecurity risk.
Removed
Our senior management makes the final materiality determinations and disclosure and other compliance decisions. 31 Our full Board of Directors has oversight responsibility for risks and incidents relating to cybersecurity threats, including compliance with disclosure requirements, and, in conjunction with the Audit Committee, the related effects, if any, on financial reporting and internal controls.
Added
The Board of Directors reviews and discusses with management our policies and practices regarding risk assessment and management, including planning regarding business continuity and cybersecurity. In addition, the Board of Directors receives regular reports from management on cybersecurity matters, including areas such as strategic plans and programs, threat intelligence, major cybersecurity risk areas, regulations, and cybersecurity incidents.
Removed
Our Chief Information Security Officer, Chief Technology Officer, and Chief Legal Officer regularly update the Board of Directors on the Company’s cybersecurity risk profile and incidents, if any, and our overall cybersecurity strategy and process improvements, including the results of “tabletop” exercises, as well as the Company’s insurance coverages and related matters.
Added
Our management team, including our Chief Information Officer (“CIO”), Chief Technology Officer (“CTO”), and Chief Legal Officer (“CLO”), are responsible for assessing and managing material risks from cybersecurity threats, including supervision of our internal security incident response team. Each of these leaders have extensive experience assessing and managing cybersecurity programs and risk.
Added
Our CIO joined Bentley in 2025 and is responsible for the Company’s internal technology infrastructure, systems, data, and security. Our CIO has over 25 years of experience as a technologist across a wide variety of industries. She brings significant experience leading enterprise technology organizations and developing cybersecurity and data‑protection practices to support large‑scale operational environments.
Added
Our CTO joined Bentley in 2021 and is the principal architect of the Company’s technology directions. Our CTO has over 20 years of technology leadership experience in startups, scaleups, and large organizations. His strategic role includes ensuring that our software development and engineering are secure, resilient, and aligned with risk management needs.
Added
Our CLO has been with Bentley since 1998 and is responsible for the day-to-day operations of the global Law and Corporate Advancement team. Our CLO brings deep expertise in legal and regulatory frameworks, including cybersecurity and data protection, ensuring the organization’s compliance with evolving regulations.
Added
He leads a global privacy team focused on best practices in safeguarding sensitive information and proactively manages risks related to cyber threats and privacy concerns. 30 Table of C ontents Our management team brings extensive expertise in identifying and addressing cybersecurity risks across enterprise operations, encompassing information technology, information security, privacy and data protection, product security, physical security, and legal and regulatory considerations.
Added
Additionally, our leadership team has substantial experience in overseeing risk management programs and possesses a deep understanding of the challenges faced by enterprise organizations. Their significant operational background enables them to offer valuable guidance in developing, executing, and evaluating our strategic operating plan.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Our corporate headquarters are located in Exton, Pennsylvania and consist of approximately 91,000 square feet of office space, of which we own approximately 76,000 square feet. We lease the remaining approximate 15,000 square feet of headquarters space, which expires in 2025. Our headquarters accommodates our principal software engineering, sales, marketing professional services, and administrative activities.
Biggest changeItem 2. Properties We own our corporate headquarters, which is located in Exton, Pennsylvania. Our headquarters accommodates our principal software engineering, sales, marketing professional services, and administrative activities. In addition to our headquarters, we own one other location in India, which is used for product development and technical support.
Removed
In addition to our headquarters, we own one other location in India, which is used for office space, that consists of approximately 31,000 square feet. We lease facilities in an additional 108 locations in the U.S. and internationally through our foreign subsidiaries.
Added
We lease facilities in 96 locations in the U.S. and internationally through our foreign subsidiaries. We believe our properties are in good operating condition and are suitable and adequate for our business operations.
Removed
See Note 8 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K for more information about our lease commitments.
Removed
We believe that our current facilities are suitable and adequate to meet our current needs and that suitable additional or substitute space will be available as needed in the future to accommodate our operations.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeAlthough the outcome of these and other claims cannot be predicted with certainty, we do not believe that the ultimate resolution of pending matters will have a material adverse effect on our financial condition, results of operations, or cash flows. We currently believe that we do not have any material litigation pending against us. Item 4.
Biggest changeAlthough the outcome of these and other claims cannot be predicted with certainty, we do not believe that the ultimate resolution of pending matters will have a material adverse effect on our financial condition, results of operations, or cash flows. We currently believe that we do not have any material litigation pending against us.
Removed
Mine Safety Disclosures Not applicable. 32 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe issuance of these securities were made without any general solicitation or advertising. 33 Issuer Purchases of Equity Securities The following table reflects our Class B common stock we repurchased during the three months ended December 31, 2024: Total Number of Approximate Dollar Shares Purchased as Value of Shares that Total Number of Average Price Part of Publicly May Yet Be Purchased Period Shares Purchased Paid per Share Announced Plan (1) Under the Plan (2) October 1, 2024 to October 31, 2024 — $ — — $ 191,738,298 November 1, 2024 to November 30, 2024 379,996 48.90 379,996 173,154,860 December 1, 2024 to December 31, 2024 — — — 173,154,860 379,996 48.90 379,996 (1) Represents shares purchased in open‑market transactions under the repurchase program approved by our Board of Directors.
Biggest changeThe issuance of these securities were made without any general solicitation or advertising. 32 Table of C ontents Issuer Purchases of Equity Securities The following table reflects our Class B common stock we repurchased during the three months ended December 31, 2025: Total Number of Approximate Dollar Shares Purchased Value of Shares as Part of that May Yet Be Total Number of Average Price Publicly Announced Purchased Under Period Shares Purchased Paid per Share Program (1) the Program (2) October 1, 2025 to October 31, 2025 — $ — — $ 98,358,335 November 1, 2025 to November 30, 2025 981,911 $ 43.28 981,911 $ 499,058,147 December 1, 2025 to December 31, 2025 447,859 $ 39.07 447,859 $ 481,558,236 Total 1,429,770 $ 41.96 1,429,770 (1) Represents shares purchased in open‑market transactions under the repurchase program approved by our Board of Directors.
Recent Sales of Unregistered Equity Securities From October 1, 2024 to December 31, 2024, we issued 52,568 shares of our Class B common stock in connection with distributions from our amended and restated Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan (the “DCP”). None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering.
Recent Sales of Unregistered Equity Securities From October 1, 2025 to December 31, 2025, we issued 22,341 shares of our Class B common stock in connection with distributions from our amended and restated Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan (the “DCP”). None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering.
See Note 13 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K for more information about the terms of our common stock. Stockholders As of January 31, 2025, there were 15 holders of record of our Class A common stock and 2,195 holders of record of our Class B common stock.
See Note 13 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K for more information about the terms of our common stock. Stockholders As of January 30, 2026, there were 15 holders of record of our Class A common stock and 1,434 holders of record of our Class B common stock.
We paid quarterly dividends of $0.06 per share of common stock during the year ended December 31, 2024, $0.05 per share of common stock during the year ended December 31, 2023, and $0.03 per share of common stock during the year ended December 31, 2022.
We paid quarterly dividends of $0.07 per share of common stock during the year ended December 31, 2025, $0.06 per share of common stock during the year ended December 31, 2024, and $0.05 per share of common stock during the year ended December 31, 2023.
(2) These amounts correspond to the plan publicly announced and approved by our Board of Directors in March 2024 that authorizes the repurchase of up to $200 million of our Class B common stock and/or outstanding convertible senior notes through June 30, 2026. Item 6. [Reserved] 34
(2) These amounts correspond to the program publicly announced and approved by our Board of Directors in March 2024 and November 2025 that authorized the repurchase of up to $200 million and $500 million, respectively, of our Class B common stock and/or outstanding convertible senior notes.
Added
The updated $500 million authorization expires on December 31, 2028 and supersedes our prior $200 million authorization, which was set to expire on June 30, 2026.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

95 edited+19 added−25 removed79 unchanged
Biggest changeReconciliation of consolidated revenues to consolidated revenues in constant currency: Constant Currency Change 2023 to 2024: Year Ended December 31, 2024 Year Ended December 31, 2023 Actual Impact of Foreign Exchange at 2023 Rates Constant Currency Actual Impact of Foreign Exchange at 2023 Rates Constant Currency Subscriptions $ 1,223,362 $ 814 $ 1,224,176 $ 1,080,307 $ (977) $ 1,079,330 Perpetual licenses 45,961 323 46,284 46,038 (4) 46,034 Subscriptions and licenses 1,269,323 1,137 1,270,460 1,126,345 (981) 1,125,364 Services 83,772 (291) 83,481 102,068 (61) 102,007 Total revenues $ 1,353,095 $ 846 $ 1,353,941 $ 1,228,413 $ (1,042) $ 1,227,371 Constant Currency Change 2022 to 2023: Year Ended December 31, 2023 Year Ended December 31, 2022 Actual Impact of Foreign Exchange at 2022 Rates Constant Currency Actual Impact of Foreign Exchange at 2022 Rates Constant Currency Subscriptions $ 1,080,307 $ 1,239 $ 1,081,546 $ 960,220 $ 809 $ 961,029 Perpetual licenses 46,038 563 46,601 43,377 43 43,420 Subscriptions and licenses 1,126,345 1,802 1,128,147 1,003,597 852 1,004,449 Services 102,068 684 102,752 95,485 129 95,614 Total revenues $ 1,228,413 $ 2,486 $ 1,230,899 $ 1,099,082 $ 981 $ 1,100,063 Reconciliation of revenues by geographic region to revenues by geographic region in constant currency: Constant Currency Change 2023 to 2024: Year Ended December 31, 2024 Year Ended December 31, 2023 Actual Impact of Foreign Exchange at 2023 Rates Constant Currency Actual Impact of Foreign Exchange at 2023 Rates Constant Currency Americas $ 717,002 $ 1,751 $ 718,753 $ 650,926 $ (238) $ 650,688 EMEA 388,384 (2,754) 385,630 353,550 (118) 353,432 APAC 247,709 1,849 249,558 223,937 (686) 223,251 Total revenues $ 1,353,095 $ 846 $ 1,353,941 $ 1,228,413 $ (1,042) $ 1,227,371 47 Constant Currency Change 2022 to 2023: Year Ended December 31, 2023 Year Ended December 31, 2022 Actual Impact of Foreign Exchange at 2022 Rates Constant Currency Actual Impact of Foreign Exchange at 2022 Rates Constant Currency Americas $ 650,926 $ 242 $ 651,168 $ 584,794 $ (313) $ 584,481 EMEA 353,550 (2,841) 350,709 312,804 151 312,955 APAC 223,937 5,085 229,022 201,484 1,143 202,627 Total revenues $ 1,228,413 $ 2,486 $ 1,230,899 $ 1,099,082 $ 981 $ 1,100,063 Reconciliation of cost of revenues to cost of revenues in constant currency: Constant Currency Change 2023 to 2024: Year Ended December 31, 2024 Year Ended December 31, 2023 Actual Impact of Foreign Exchange at 2023 Rates Constant Currency Actual Impact of Foreign Exchange at 2023 Rates Constant Currency Cost of subscriptions and licenses $ 173,340 $ 140 $ 173,480 $ 169,406 $ 22 $ 169,428 Cost of services 84,427 (101) 84,326 96,677 6 96,683 Total cost of revenues $ 257,767 $ 39 $ 257,806 $ 266,083 $ 28 $ 266,111 Constant Currency Change 2022 to 2023: Year Ended December 31, 2023 Year Ended December 31, 2022 Actual Impact of Foreign Exchange at 2022 Rates Constant Currency Actual Impact of Foreign Exchange at 2022 Rates Constant Currency Cost of subscriptions and licenses $ 169,406 $ 382 $ 169,788 $ 147,578 $ (45) $ 147,533 Cost of services 96,677 772 97,449 89,435 (53) 89,382 Total cost of revenues $ 266,083 $ 1,154 $ 267,237 $ 237,013 $ (98) $ 236,915 Reconciliation of operating expenses to operating expenses in constant currency: Constant Currency Change 2023 to 2024: Year Ended December 31, 2024 Year Ended December 31, 2023 Actual Impact of Foreign Exchange at 2023 Rates Constant Currency Actual Impact of Foreign Exchange at 2023 Rates Constant Currency Research and development $ 281,247 $ 817 $ 282,064 $ 274,619 $ 17 $ 274,636 Selling and marketing 255,177 505 255,682 224,336 (212) 224,124 General and administrative 210,374 (106) 210,268 180,738 (308) 180,430 Deferred compensation plan 12,382 — 12,382 13,580 — 13,580 Amortization of purchased intangibles 33,998 (39) 33,959 38,515 (2) 38,513 Total operating expenses $ 793,178 $ 1,177 $ 794,355 $ 731,788 $ (505) $ 731,283 48 Constant Currency Change 2022 to 2023: Year Ended December 31, 2023 Year Ended December 31, 2022 Actual Impact of Foreign Exchange at 2022 Rates Constant Currency Actual Impact of Foreign Exchange at 2022 Rates Constant Currency Research and development $ 274,619 $ 2,592 $ 277,211 $ 257,856 $ (36) $ 257,820 Selling and marketing 224,336 427 224,763 195,622 (48) 195,574 General and administrative 180,738 182 180,920 174,647 (6) 174,641 Deferred compensation plan 13,580 — 13,580 (15,782) — (15,782) Amortization of purchased intangibles 38,515 88 38,603 41,114 68 41,182 Total operating expenses $ 731,788 $ 3,289 $ 735,077 $ 653,457 $ (22) $ 653,435 Liquidity and Capital Resources: Cash and Cash Equivalents December 31, 2024 2023 Cash and cash equivalents held domestically $ 2,845 $ 3,693 Cash and cash equivalents held by foreign subsidiaries 61,164 64,719 Total cash and cash equivalents $ 64,009 $ 68,412 Our primary source of operating cash is from the sale of our subscriptions, perpetual licenses, and services.
Biggest changeReconciliation of consolidated revenues to consolidated revenues in constant currency: Constant Currency Change 2024 to 2025: Year Ended December 31, 2025 Year Ended December 31, 2024 Actual Impact of Foreign Exchange at 2024 Rates Constant Currency Actual Impact of Foreign Exchange at 2024 Rates Constant Currency Subscriptions $ 1,376,696 $ (11,533) $ 1,365,163 $ 1,223,362 $ (791) $ 1,222,571 Perpetual licenses 46,180 (174) 46,006 45,961 (5) 45,956 Subscriptions and licenses 1,422,876 (11,707) 1,411,169 1,269,323 (796) 1,268,527 Services 78,903 (680) 78,223 83,772 (1) 83,771 Total revenues $ 1,501,779 $ (12,387) $ 1,489,392 $ 1,353,095 $ (797) $ 1,352,298 Constant Currency Change 2023 to 2024: Year Ended December 31, 2024 Year Ended December 31, 2023 Actual Impact of Foreign Exchange at 2023 Rates Constant Currency Actual Impact of Foreign Exchange at 2023 Rates Constant Currency Subscriptions $ 1,223,362 $ 814 $ 1,224,176 $ 1,080,307 $ (977) $ 1,079,330 Perpetual licenses 45,961 323 46,284 46,038 (4) 46,034 Subscriptions and licenses 1,269,323 1,137 1,270,460 1,126,345 (981) 1,125,364 Services 83,772 (291) 83,481 102,068 (61) 102,007 Total revenues $ 1,353,095 $ 846 $ 1,353,941 $ 1,228,413 $ (1,042) $ 1,227,371 Reconciliation of revenues by geographic region to revenues by geographic region in constant currency: Constant Currency Change 2024 to 2025: Year Ended December 31, 2025 Year Ended December 31, 2024 Actual Impact of Foreign Exchange at 2024 Rates Constant Currency Actual Impact of Foreign Exchange at 2024 Rates Constant Currency Americas $ 790,495 $ 1,141 $ 791,636 $ 717,002 $ (182) $ 716,820 EMEA 436,828 (13,073) 423,755 388,384 (383) 388,001 APAC 274,456 (455) 274,001 247,709 (232) 247,477 Total revenues $ 1,501,779 $ (12,387) $ 1,489,392 $ 1,353,095 $ (797) $ 1,352,298 45 Table of C ontents Constant Currency Change 2023 to 2024: Year Ended December 31, 2024 Year Ended December 31, 2023 Actual Impact of Foreign Exchange at 2023 Rates Constant Currency Actual Impact of Foreign Exchange at 2023 Rates Constant Currency Americas $ 717,002 $ 1,751 $ 718,753 $ 650,926 $ (238) $ 650,688 EMEA 388,384 (2,754) 385,630 353,550 (118) 353,432 APAC 247,709 1,849 249,558 223,937 (686) 223,251 Total revenues $ 1,353,095 $ 846 $ 1,353,941 $ 1,228,413 $ (1,042) $ 1,227,371 Reconciliation of cost of revenues to cost of revenues in constant currency: Constant Currency Change 2024 to 2025: Year Ended December 31, 2025 Year Ended December 31, 2024 Actual Impact of Foreign Exchange at 2024 Rates Constant Currency Actual Impact of Foreign Exchange at 2024 Rates Constant Currency Cost of subscriptions and licenses $ 201,405 $ (658) $ 200,747 $ 173,340 $ (83) $ 173,257 Cost of services 76,125 (729) 75,396 84,427 121 84,548 Total cost of revenues $ 277,530 $ (1,387) $ 276,143 $ 257,767 $ 38 $ 257,805 Constant Currency Change 2023 to 2024: Year Ended December 31, 2024 Year Ended December 31, 2023 Actual Impact of Foreign Exchange at 2023 Rates Constant Currency Actual Impact of Foreign Exchange at 2023 Rates Constant Currency Cost of subscriptions and licenses $ 173,340 $ 140 $ 173,480 $ 169,406 $ 22 $ 169,428 Cost of services 84,427 (101) 84,326 96,677 6 96,683 Total cost of revenues $ 257,767 $ 39 $ 257,806 $ 266,083 $ 28 $ 266,111 Reconciliation of operating expenses to operating expenses in constant currency: Constant Currency Change 2024 to 2025: Year Ended December 31, 2025 Year Ended December 31, 2024 Actual Impact of Foreign Exchange at 2024 Rates Constant Currency Actual Impact of Foreign Exchange at 2024 Rates Constant Currency Research and development $ 307,576 $ (626) $ 306,950 $ 281,247 $ 25 $ 281,272 Selling and marketing 289,543 (1,662) 287,881 255,177 (39) 255,138 General and administrative 217,332 (949) 216,383 210,374 (43) 210,331 Deferred compensation plan 14,409 — 14,409 12,382 — 12,382 Amortization of purchased intangibles 32,768 (58) 32,710 33,998 — 33,998 Total operating expenses $ 861,628 $ (3,295) $ 858,333 $ 793,178 $ (57) $ 793,121 46 Table of C ontents Constant Currency Change 2023 to 2024: Year Ended December 31, 2024 Year Ended December 31, 2023 Actual Impact of Foreign Exchange at 2023 Rates Constant Currency Actual Impact of Foreign Exchange at 2023 Rates Constant Currency Research and development $ 281,247 $ 817 $ 282,064 $ 274,619 $ 17 $ 274,636 Selling and marketing 255,177 505 255,682 224,336 (212) 224,124 General and administrative 210,374 (106) 210,268 180,738 (308) 180,430 Deferred compensation plan 12,382 — 12,382 13,580 — 13,580 Amortization of purchased intangibles 33,998 (39) 33,959 38,515 (2) 38,513 Total operating expenses $ 793,178 $ 1,177 $ 794,355 $ 731,788 $ (505) $ 731,283 Liquidity and Capital Resources: Cash and Cash Equivalents December 31, 2025 2024 Cash and cash equivalents held domestically $ 39,093 $ 2,845 Cash and cash equivalents held by foreign subsidiaries 84,185 61,164 Total cash and cash equivalents $ 123,278 $ 64,009 Our primary source of operating cash is from the sale of our subscriptions, perpetual licenses, and services.
See Note 10 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K for additional information on our debt obligations. We have non‑cancelable future cash purchase commitments for services related to cloud provisioning of our software solutions and for internal‑use software costs.
See Note 10 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K for additional information on our debt obligations. We have non‑cancelable future cash purchase commitments for services related to cloud provisioning of our software and for internal‑use software costs.
These costs primarily include salaries, benefits, bonuses, stock‑based compensation expense, employment taxes, travel, training, and realignment of our colleagues, and third‑party personnel expenses and related overhead. Our headcount‑related costs are variable in nature.
These costs primarily include salaries, benefits, bonuses, stock‑based compensation expense, employment taxes, travel, training, and realignment and optimization of our colleagues, and third‑party personnel expenses and related overhead. Our headcount‑related costs are variable in nature.
Refer to the “Non-GAAP Financial Measures” section for additional information, including our prior definition and our use of constant currency, and for a reconciliation of constant currency growth rates. Cost of subscriptions and licenses .
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 .
Cost of Revenues and Operating Expenses Headcount-Related Costs For the years ended December 31, 2024, 2023, and 2022, approximately 80% of our aggregate cost of revenues, research and development, selling and marketing, and general and administrative expenses were represented by what we refer to herein as “headcount‑related” costs.
Cost of Revenues and Operating Expenses Headcount-Related Costs For the years ended December 31, 2025, 2024, and 2023, approximately 80% of our aggregate cost of revenues, research and development, selling and marketing, and general and administrative expenses were represented by what we refer to herein as “headcount‑related” costs.
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 operation. We believe it is useful for investors to understand the effects of this item on our total operating expenses.
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.
During the fourth quarter of 2023, the Company approved a strategic realignment program to better serve our accounts and to better align resources with the strategy of the business, including reinvestment in go-to-market functions, as well as in AI in product development (the “2023 Program”).
During the fourth quarter of 2023, we approved a strategic realignment program to better serve our accounts and to better align resources with the strategy of the business, including reinvestment in go-to-market functions, as well as in AI in product development (the “2023 Program”).
Our research and development roadmap balances technology advances and new offerings with continuous enhancements to existing offerings. Our allocation of research and development resources is based on a cost‑benefit analysis of acquiring available technology in the marketplace versus developing our own solutions.
Our research and development roadmap balances technology advances and new offerings with continuous enhancements to existing offerings. Our allocation of research and development resources is based on a cost‑benefit analysis of acquiring available technology in the marketplace versus developing our own software.
In addition to our results of operations discussed below, the following is supplemental data of our revenues: Year Ended December 31, (as a percentage of total revenues) 2024 2023 2022 Revenues from: Direct sales channels 93 % 92 % 92 % Indirect channel partners 7 % 8 % 8 % Revenues from: Subscriptions 90 % 88 % 87 % Recurring services 1 % 1 % 2 % Total recurring revenues 91 % 89 % 89 % Perpetual licenses and other services 9 % 11 % 11 % Largest account represents no more than 2 % 2 % 2 % The volume, mix, and duration of contract types starting or renewing in any given period may have a material impact on revenue in the period, and as a result can impact the comparability of reported revenue period-over-period.
In addition to our results of operations discussed below, the following is supplemental data of our revenues: Year Ended December 31, (as a percentage of total revenues) 2025 2024 2023 Revenues from: Direct sales channels 94 % 93 % 92 % Indirect channel partners 6 % 7 % 8 % Revenues from: Subscriptions 92 % 90 % 88 % Recurring services 1 % 1 % 1 % Total recurring revenues 93 % 91 % 89 % Perpetual licenses and other services 7 % 9 % 11 % Largest account represents no more than 2 % 2 % 2 % The volume, mix, and duration of contract types starting or renewing in any given period may have a material impact on revenue in the period, and as a result can impact the comparability of reported revenue period-over-period.
We anticipate that we will continue to make substantial investments in research and development because we believe the infrastructure engineering software market presents compelling opportunities for the application of new technologies that advance our current solutions.
We anticipate that we will continue to make substantial investments in research and development because we believe the infrastructure engineering software market presents compelling opportunities for the application of new technologies that advance our current offerings.
We believe that we have a loyal account base, with over 70% of our total revenues for the years ended December 31, 2024, 2023, and 2022 generated from organizations that have been our accounts for over ten years.
We believe that we have a loyal account base, with over 70% of our total revenues for the years ended December 31, 2025, 2024, and 2023 generated from organizations that have been our accounts for over ten years.
For the twelve months ended December 31, 2024, 2023, and 2022, 91%, 89%, and 89%, 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.
For the twelve months ended December 31, 2025, 2024, and 2023, 93%, 91%, and 89%, 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.
Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2023 Annual Report on Form 10‑K for management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022.
Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2024 Annual Report on Form 10‑K for management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Cost of subscriptions and licenses expenses primarily include headcount‑related costs, as well as cloud‑related costs incurred for servicing our accounts using cloud provisioned solutions and our license administration platform.
Cost of subscriptions and licenses expenses primarily include headcount‑related costs, as well as cloud‑related costs incurred for servicing our accounts using cloud provisioned offerings and our license administration platform.
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. 46 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.
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. 44 Table of C ontents 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.
Refer to the “Non‑GAAP Financial Measures” section for additional information, including our definition and our use of constant currency. Revenues We generate revenues from subscriptions, perpetual licenses, and services. Our total revenues are diversified by account type, size, and geography.
Refer to the “Non‑GAAP Financial Measures” section for additional information, including our definition and our use of constant currency. Revenues We generate revenues from subscriptions, perpetual licenses, and services. Our total revenues are diversified by account type, size, and geographic region.
There was no impairment of goodwill as a result of our annual impairment assessments conducted for the years ended December 31, 2024, 2023, or 2022.
There was no impairment of goodwill as a result of our annual impairment assessments conducted for the years ended December 31, 2025, 2024, or 2023.
In 2024 and 2023, the repatriations were primarily used to pay down our credit facility borrowings and to supplement our domestic working capital needs.
In 2025 and 2024, the repatriations were primarily used to pay down our credit facility borrowings and to supplement our domestic working capital needs.
We also use cash to fund our acquisitions of software assets and businesses, and other investment activities. During the years ended December 31, 2024 and 2023, we made cash repatriations to the U.S. of approximately $138,000 and $93,000, respectively, from earnings generated by our foreign subsidiaries.
We also use cash to fund our acquisitions of software assets and businesses, and other investment activities. During the years ended December 31, 2025 and 2024, we made cash repatriations to the U.S. of approximately $180,000 and $138,000, respectively, from earnings generated by our foreign subsidiaries.
For the years ended December 31, 2024, 2023, and 2022, approximately 34%, 35%, and 36%, respectively, of our total revenues and 42%, 45%, and 46%, respectively, of our total operating expenses were denominated in a currency other than the U.S. dollar including most significantly: euros, British pounds, Canadian dollars, Australian dollars, Chinese yuan renminbi, and New Zealand dollars.
For the years ended December 31, 2025, 2024, and 2023, approximately 33%, 34%, and 35%, respectively, of our total revenues and 45%, 42%, and 45%, respectively, of our total operating expenses were denominated in a currency other than the U.S. dollar including most significantly: euros, British pounds, Canadian dollars, Australian dollars, Chinese yuan renminbi, and New Zealand dollars.
(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.
(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.
We allocate goodwill to reporting units on a relative fair value basis. In testing for goodwill impairment, we may first qualitatively assess whether it is more likely than not (a likelihood of more than 50 percent) that a goodwill impairment exists.
We allocate goodwill to reporting units on a relative fair value basis. 51 Table of C ontents In testing for goodwill impairment, we may first qualitatively assess whether it is more likely than not (a likelihood of more than 50 percent) that a goodwill impairment exists.
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. 51 Dividend Payments The declaration and payment of dividends is within the discretion of our Board of Directors.
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. 49 Table of C ontents Dividend Payments The declaration and payment of dividends is within the discretion of our Board of Directors.
Adjusted OI w/SBC is our primary performance measure, which excludes certain expenses and charges, including the non-cash amortization expense resulting from the acquisition of intangible assets, as we believe these may not be indicative of our core business operating results.
AOI less SBC is our primary performance measure, which excludes certain expenses and charges, including the non-cash amortization expense resulting from the acquisition of intangible assets, as we believe these may not be indicative of our core business operating results.
Deferred compensation plan reflects the expense (income) recorded related to changes in deferred compensation plan liabilities, which are marked to market at the end of each reporting period. For the year ended December 31, 2024, 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.
Deferred compensation plan . Deferred compensation plan reflects the expense (income) recorded related to changes in deferred compensation plan liabilities, which are marked to market at the end of each reporting period. For the year ended December 31, 2025, deferred compensation plan expense was attributable to the marked to market impact on deferred compensation plan liability balances period over period.
(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. 35 Results of Operations: Impact of Foreign Currency Our results of operations have been, and in the future will be, affected by changes in foreign currency exchange rates.
(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. 34 Table of C ontents Results of Operations: Our results of operations have been, and in the future will be, affected by changes in foreign currency exchange rates.
For the year ended December 31, 2024, the improvements in business performance were primarily driven by expansion from accounts with revenues in the prior period (“existing accounts”), and growth of 3% attributable to new accounts, most notably small- and medium-sized accounts.
For the year ended December 31, 2025, the improvements in business performance were primarily driven by expansion from accounts with revenues in the prior period (“existing accounts”), and growth of 2.5% attributable to new accounts, most notably small- and medium-sized accounts.
Refer to the “Non‑GAAP Financial Measures” section for additional information, including our prior definition and our use of constant currency, and for a reconciliation of constant currency growth rates. The increase in total revenues for the year ended December 31, 2024 was driven by an increase in subscriptions revenues, partially offset by decreases in services revenues. Subscriptions .
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 year ended December 31, 2025 was primarily driven by an increase in subscriptions revenues, partially offset by a decrease in services revenues. Subscriptions .
Any adjustments to these estimates will generally be recorded as an income tax expense or benefit in the period the adjustment is determined. We are subject to income taxes in the U.S. and in numerous foreign jurisdictions.
Any adjustments to these estimates will generally be recorded as an income tax expense or benefit in the period the adjustment is determined. 52 Table of C ontents We are subject to income taxes in the U.S. and in numerous foreign jurisdictions.
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, including the favorable impact from our platform acquisitions of PLS and Seequent.
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.
The improvements in business performance for the year ended December 31, 2024 were primarily due to expansion of our subscriptions revenues from existing accounts in the United Kingdom (“U.K.”), the Middle East, and Africa, partially offset by a decline in services revenues. APAC.
The improvements in business performance for the year ended December 31, 2025 were primarily due to expansion of our subscriptions revenues from existing accounts in the United Kingdom (“U.K.”) and the Middle East, as well as increases in our subscriptions revenues from new accounts, partially offset by a decline in services revenues. APAC.
We base our judgments on our historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making estimates about the carrying value of assets and liabilities that are not readily apparent from other sources.
We base our judgments on our historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making estimates about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
(1) Constant currency and Adjusted OI w/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 Adjusted OI w/SBC.
(1) Constant currency and AOI less 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 SBC.
We paid quarterly dividends of $0.06 per share of common stock during the year ended December 31, 2024 and $0.05 per share of common stock during the year ended December 31, 2023.
We paid quarterly dividends of $0.07 per share of common stock during the year ended December 31, 2025 and $0.06 per share of common stock during the year ended December 31, 2024.
During the year ended December 31, 2023, we allowed impacted equity awardees the option to receive net quantities of shares of our Class B common stock during the first, second, and third quarters, but exercised our right to require that these awardees receive gross quantities of our Class B common stock during the fourth quarter.
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, third, and fourth quarters of 2025.
The last twelve‑months recurring revenues for the periods ended December 31, 2024, 2023, and 2022 compared to the last twelve‑months of the comparative twelve‑month period increased by $141,327, $118,653, and $143,874, respectively.
The last twelve‑months recurring revenues for the periods ended December 31, 2025, 2024, and 2023 compared to the last twelve‑months of the comparative twelve‑month period increased by $153,346, $141,327, and $118,653, respectively.
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 amended and restated Bentley Systems, Incorporated Bonus Pool Plan (the “Bonus Plan”).
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.
We incur expenses for professional services rendered in connection with business combinations, which are included in our GAAP presentation of general and administrative expense. Also included in our acquisition expenses are retention incentives paid to executives of the acquired companies.
We incur expenses for professional services rendered in connection with business combinations, which are included in our GAAP presentation of general and administrative expense. Also included in our acquisition expenses are cash‑settled retention incentives provided to key employees of the acquired companies.
Long-Term Debt December 31, 2024 2023 Current portion of long-term debt $ — $ 10,000 Long-term debt 1,388,088 1,518,403 Total debt $ 1,388,088 $ 1,528,403 50 On October 18, 2024, we entered into the Credit Facility, which provides us with a $1,300,000 revolving credit facility, including a $125,000 swingline loan and $125,000 in letters of credit.
Long-Term Debt December 31, 2025 2024 Current portion of long-term debt $ — $ — Long-term debt 1,248,912 1,388,088 Total debt $ 1,248,912 $ 1,388,088 On October 18, 2024, we entered into the Credit Facility, which provides us with a $1,300,000 revolving credit facility, including a $125,000 swingline loan and $125,000 in letters of credit.
Refer to the “Non-GAAP Financial Measures” section for additional information, including our prior definition and our use of constant currency, and for a reconciliation of constant currency growth rates. 37 Americas .
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. 36 Table of C ontents Americas .
For the year ended December 31, 2024, the increase in revenues from APAC was primarily driven by improvements in our business performance of $23,772 ($26,308 on a constant currency basis).
For the year ended December 31, 2025, the increase in revenues from APAC was primarily driven by improvements in our business performance of $26,747 ($26,524 on a constant currency basis).
Improvements in business performance for the year ended December 31, 2024 were led by our engineering applications, followed by Seequent geoprofessional applications, and our Bentley Infrastructure Cloud for project delivery. Perpetual licenses . For the year ended December 31, 2024, perpetual licenses revenues were flat compared to the prior year. Services.
Improvements in business performance for the year ended December 31, 2025 were led by Bentley Open Applications , followed by Seequent applications, and Bentley Infrastructure Cloud . Perpetual licenses . For the year ended December 31, 2025, perpetual licenses revenues were flat compared to the prior year. Services.
Actual results may differ from these estimates under different assumptions or conditions. 52 Revenue Recognition Our contracts with customers may include promises to transfer licenses (perpetual or term‑based), maintenance, and services to a user. Judgment is required to determine if the promises are separate performance obligations, and if so, the allocation of the transaction price to each performance obligation.
Revenue Recognition Our contracts with customers may include promises to transfer licenses (perpetual or term‑based), maintenance, and services to a user. Judgment is required to determine if the promises are separate performance obligations, and if so, the allocation of the transaction price to each performance obligation.
December 31, 2024 2023 2022 ARR $ 1,283,256 $ 1,174,774 $ 1,036,548 Last twelve-months recurring revenues $ 1,238,004 $ 1,096,677 $ 978,024 Twelve-months ended constant currency (1) : ARR growth rate 12 % 12.5 % 15 % Account retention rate 99 % 98 % 98 % Recurring revenues dollar-based net retention rate 110 % 109 % 110 % (1) Constant currency is a non-GAAP financial measure.
December 31, 2025 2024 2023 ARR $ 1,462,145 $ 1,283,256 $ 1,174,774 Last twelve-months recurring revenues $ 1,391,350 $ 1,238,004 $ 1,096,677 Twelve-months ended constant currency (1) : ARR growth rate 11.5 % 12 % 12.5 % Account retention rate 99 % 99 % 98 % Recurring revenues dollar-based net retention rate 109 % 110 % 109 % (1) Constant currency is a non-GAAP financial measure.
Revenues by Geographic Region Revenue from external customers is attributed to individual countries based upon the location of the customer. % Change % Change 2023 to 2024 2022 to 2023 Constant Constant Year Ended December 31, Currency Currency 2024 2023 2022 % % (1) % % (1) Americas $ 717,002 $ 650,926 $ 584,794 10.2 % 10.5 % 11.3 % 11.4 % EMEA 388,384 353,550 312,804 9.9 % 9.1 % 13.0 % 12.1 % APAC 247,709 223,937 201,484 10.6 % 11.8 % 11.1 % 13.0 % Total revenues $ 1,353,095 $ 1,228,413 $ 1,099,082 10.1 % 10.3 % 11.8 % 11.9 % (1) Constant currency is a non-GAAP financial measure.
Revenues by Geographic Region Revenue from external customers is attributed to individual countries based upon the location of the customer. % Change % Change 2024 to 2025 2023 to 2024 Constant Constant Year Ended December 31, Currency Currency 2025 2024 2023 % % (1) % % (1) Americas $ 790,495 $ 717,002 $ 650,926 10.3 % 10.4 % 10.2 % 10.5 % EMEA 436,828 388,384 353,550 12.5 % 9.2 % 9.9 % 9.1 % APAC 274,456 247,709 223,937 10.8 % 10.7 % 10.6 % 11.8 % Total revenues $ 1,501,779 $ 1,353,095 $ 1,228,413 11.0 % 10.1 % 10.1 % 10.3 % (1) Constant currency is a non-GAAP financial measure.
For the year ended December 31, 2024, the increase in subscriptions revenues was primarily driven by improvements in our business performance of $143,055 ($144,846 on a constant currency basis). Our business performance includes the impact from programmatic acquisitions, which generally are immaterial, individually and in the aggregate.
For the year ended December 31, 2025, the increase in subscriptions revenues was driven by improvements in our business performance of $153,334 ($142,592 on a constant currency basis). Our business performance includes the impact from programmatic acquisitions, which generally are immaterial, individually and in the aggregate.
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 ARR growth is an important metric indicating the scale and growth of our business. 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.
(1) Constant currency is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for additional information, including our prior definition and our use of constant currency, and for a reconciliation of constant currency growth rates. Research and development.
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. 38 Table of C ontents Research and development.
Provision (Benefit) for Income Taxes Year Ended December 31, 2024 2023 2022 Income before income taxes $ 293,055 $ 183,527 $ 198,275 Provision (benefit) for income taxes $ 58,726 $ (143,241) $ 21,283 Effective tax rate 20.0 % (78.0) % 10.7 % Provision (benefit) for income taxes includes the aggregate consolidated income tax expense for U.S. domestic and foreign income taxes.
Provision (Benefit) for Income Taxes Year Ended December 31, 2025 2024 2023 Income before income taxes $ 350,733 $ 293,055 $ 183,527 Provision (benefit) for income taxes $ 72,977 $ 58,726 $ (143,241) Effective tax rate 20.8 % 20.0 % (78.0 %) Provision (benefit) for income taxes includes the aggregate consolidated income tax expense for U.S. domestic and foreign income taxes.
We believe that subscription revenues will continue to comprise a majority of our total revenues. 36 Consolidated Revenues % Change % Change 2023 to 2024 2022 to 2023 Constant Constant Year Ended December 31, Currency Currency 2024 2023 2022 % % (1) % % (1) Subscriptions $ 1,223,362 $ 1,080,307 $ 960,220 13.2 % 13.4 % 12.5 % 12.5 % Perpetual licenses 45,961 46,038 43,377 (0.2 %) 0.5 % 6.1 % 7.3 % Subscriptions and licenses 1,269,323 1,126,345 1,003,597 12.7 % 12.9 % 12.2 % 12.3 % Services 83,772 102,068 95,485 (17.9 %) (18.2 %) 6.9 % 7.5 % Total revenues $ 1,353,095 $ 1,228,413 $ 1,099,082 10.1 % 10.3 % 11.8 % 11.9 % (1) Constant currency is a non‑GAAP financial measure.
We believe that subscription revenues will continue to comprise a majority of our total revenues. 35 Table of C ontents Consolidated Revenues % Change % Change 2024 to 2025 2023 to 2024 Constant Constant Year Ended December 31, Currency Currency 2025 2024 2023 % % (1) % % (1) Subscriptions $ 1,376,696 $ 1,223,362 $ 1,080,307 12.5 % 11.7 % 13.2 % 13.4 % Perpetual licenses 46,180 45,961 46,038 0.5 % 0.1 % (0.2 %) 0.5 % Subscriptions and licenses 1,422,876 1,269,323 1,126,345 12.1 % 11.2 % 12.7 % 12.9 % Services 78,903 83,772 102,068 (5.8 %) (6.6 %) (17.9 %) (18.2 %) Total revenues $ 1,501,779 $ 1,353,095 $ 1,228,413 11.0 % 10.1 % 10.1 % 10.3 % (1) Constant currency is a non‑GAAP financial measure.
Our largest contractual obligations relate to our outstanding debt, which include convertible notes due in 2026 and 2027. Our Credit Facility matures on October 18, 2029, subject to a “revolving maturity date” on the date that is 91 days prior to the maturity date of our outstanding convertible debt, unless on such date we meet certain liquidity requirements.
Our Credit Facility matures on October 18, 2029, subject to a “revolving maturity date” on the date that is 91 days prior to the maturity date of our outstanding convertible debt, unless on such date we meet certain liquidity requirements.
Goodwill Goodwill consists of the excess of cost over the fair value of net assets acquired in business combinations. Goodwill is not amortized but instead is 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.
Goodwill is not amortized but instead is 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.
Adjusted Operating Income 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.
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.
Financing Activities Net cash used in financing activities was lower by $69,224 for the year ended December 31, 2024, compared to the prior year, primarily due to lower net paydowns of the credit facilities of $111,856, partially offset by higher payments for shares acquired of $17,926, including shares repurchased under the BSY Stock Repurchase Program (the “Repurchase Program”), and higher dividend payments of $13,359, primarily due to an increase in our quarterly dividend per share to $0.06 in 2024 from $0.05 in 2023.
Financing Activities Net cash used in financing activities was higher by $86,448 for the year ended December 31, 2025, compared to the prior year, primarily due to higher payments for shares acquired of $80,381, including shares repurchased under the BSY Stock Repurchase Program (the “Repurchase Program”) and higher dividend payments of $12,848, primarily due to an increase in our quarterly dividend per share to $0.07 in 2025 from $0.06 in 2024, partially offset by lower net paydowns of the credit facilities of $11,398.
For the year ended December 31, 2024, the increase in revenues from the Americas was primarily driven by improvements in our business performance of $66,076 ($68,067 on a constant currency basis).
For the year ended December 31, 2025, the increase in revenues from the Americas was primarily driven by improvements in our business performance of $73,493 ($74,816 on a constant currency basis).
For the year ended December 31, 2024, the increase in revenues from EMEA was primarily driven by improvements in our business performance of $34,834 ($32,195 on a constant currency basis).
For the year ended December 31, 2025, the increase in revenues from EMEA was primarily driven by improvements in our business performance of $48,444 ($35,754 on a constant currency basis).
For the year ended December 31, 2024, on a constant currency basis, research and development expenses increased primarily due to an increase in headcount‑related costs of $9,513, mainly due to an increase in annual and other compensation costs.
For the year ended December 31, 2025, on a constant currency basis, research and development expenses increased primarily due to an increase in headcount‑related costs of $25,665, mainly due to increases in headcount, and annual and other compensation costs, and to a lesser extent, higher colleague separation costs.
For the year ended December 31, 2024, on a constant currency basis, cost of subscriptions and licenses expenses increased primarily due to an increase in cloud‑related costs of $10,859.
For the year ended December 31, 2025, on a constant currency basis, cost of subscriptions and licenses expenses increased primarily due to an increase in headcount‑related costs of $15,149, mainly due to an increase in annual and other compensation costs, and an increase in cloud-related costs of $10,007. Cost of services.
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. For the year ended December 31, 2022, $9,804 of our acquisition expenses related to our platform acquisition of PLS. (4) Realignment expenses .
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) Realignment expenses .
The improvements in business performance for the year ended December 31, 2024 were primarily due to expansion of our subscriptions revenues from existing accounts in the U.S., partially offset by a decline in services revenues. EMEA .
The improvements in business performance for the year ended December 31, 2025 were primarily due to expansion of our subscriptions revenues from existing accounts in the U.S., as well as increases in our subscriptions revenues from new accounts. EMEA .
Adjusted OI w/SBC Adjusted OI w/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.
Adjusted Operating Income Less Stock-Based Compensation Expense (“AOI less SBC”) AOI less 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.
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. 44 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.
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.
For the year ended December 31, 2024, on a constant currency basis, selling and marketing expenses increased primarily due to an increase in headcount‑related costs of $23,408, mainly due to an increase in annual and other compensation costs, and an increase in third-party personnel costs primarily related to our marketing activities.
For the year ended December 31, 2025, on a constant currency basis, selling and marketing expenses increased primarily due to an increase in headcount‑related costs of $24,174, mainly due to increases in headcount, and annual and other compensation costs, and an increase in promotional costs of $6,216.
Executive Summary: • Total revenues were $1,353,095 for the year ended December 31, 2024, up 10.1% or 10.3% on a constant currency basis (1) compared to the prior year; • Subscriptions revenues were $1,223,362 for the year ended December 31, 2024, up 13.2% or 13.4% on a constant currency basis (1) compared to the prior year; • ARR (2) was $1,283,256 as of December 31, 2024, compared to $1,174,774 as of December 31, 2023, representing a constant currency (1) ARR growth rate (2) of 12%; • Last twelve-month recurring revenues dollar-based net retention rate (2) was 110% as of December 31, 2024, compared to 109% as of December 31, 2023; • Operating income was $302,150 for the year ended December 31, 2024, compared to $230,542 for the prior year; • Adjusted operating income inclusive of stock-based compensation expense (“Adjusted OI w/SBC”) (1) was $372,222 for the year ended December 31, 2024, compared to $324,677 for the prior year; and • Cash flows from operations was $435,292 for the year ended December 31, 2024, compared to $416,696 for the prior year.
Executive Summary: • Total revenues were $1,501,779 for the year ended December 31, 2025, up 11.0% or 10.1% on a constant currency basis (1) compared to the prior year; • Subscriptions revenues were $1,376,696 for the year ended December 31, 2025, up 12.5% or 11.7% on a constant currency basis (1) compared to the prior year; • ARR (2) was $1,462,145 as of December 31, 2025, compared to $1,283,256 as of December 31, 2024; Constant currency (1) ARR growth rate (2) was 11.5%; • Last twelve-month recurring revenues dollar-based net retention rate (2) was 109% as of December 31, 2025, compared to 110% as of December 31, 2024; • Operating income was $362,621 for the year ended December 31, 2025, compared to $302,150 for the prior year; • Adjusted operating income less stock-based compensation expense (“AOI less SBC”) (previously titled Adjusted operating income inclusive of stock-based compensation expense (“Adjusted OI w/SBC”)) (1) was $429,917 for the year ended December 31, 2025, compared to $372,222 for the prior year; and • Cash flows from operating activities were $538,464 for the year ended December 31, 2025, compared to $435,292 for the prior year.
Goodwill and Other Intangible Assets Intangible assets arise from acquisitions and principally consist of goodwill, trademarks, customer relationships, in‑process research and development, and acquired software and technology. Intangible assets, other than goodwill and in‑process research and development, are amortized on a straight‑line basis over their estimated useful lives.
Goodwill and Other Intangible Assets 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. Goodwill Goodwill consists of the excess of cost over the fair value of net assets acquired in business combinations.
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, realignment expenses (income), and stock‑based compensation expense, for the respective periods. 45 Reconciliation of operating income to Adjusted OI w/SBC and to Adjusted operating income: Year Ended December 31, 2024 2023 2022 Operating income $ 302,150 $ 230,542 $ 208,612 Amortization of purchased intangibles (1) 46,679 51,219 53,592 Deferred compensation plan (2) 12,382 13,580 (15,782) Acquisition expenses (3) 10,222 17,866 25,398 Realignment expenses (4) 789 11,470 2,109 Adjusted OI w/SBC 372,222 324,677 273,929 Stock-based compensation expense (5) 73,505 71,470 74,566 Adjusted operating income $ 445,727 $ 396,147 $ 348,495 Further explanation of certain of our adjustments in arriving at Adjusted OI w/SBC and Adjusted operating income are as follows: (1) Amortization of purchased intangibles .
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‑settled retention incentives provided to key employees of acquired companies), realignment expenses (income), and stock‑based compensation expense, for the respective periods. 43 Table of C ontents Reconciliation of operating income to AOI less SBC and to Adjusted operating income: Year Ended December 31, 2025 2024 2023 Operating income $ 362,621 $ 302,150 $ 230,542 Amortization of purchased intangibles (1) 45,658 46,679 51,219 Deferred compensation plan (2) 14,409 12,382 13,580 Acquisition expenses (3) 7,229 10,222 17,866 Realignment expenses (4) — 789 11,470 AOI less SBC 429,917 372,222 324,677 Stock-based compensation expense (5) 71,949 73,505 71,470 Adjusted operating income $ 501,866 $ 445,727 $ 396,147 Further explanation of certain of our adjustments in arriving at AOI less SBC and Adjusted operating income are as follows: (1) Amortization of purchased intangibles .
The improvements in business performance for the year ended December 31, 2024 were primarily due to expansion of our subscriptions revenues from existing accounts in Australia, Southeast Asia, and India, partially offset by declines of our subscriptions revenues from existing accounts in China.
The improvements in business performance for the year ended December 31, 2025 were primarily due to expansion of our subscriptions revenues from existing accounts in Australia and India, as well as increases in our subscriptions revenues from new accounts. Additionally, for the year ended December 31, 2025, our revenues in China were essentially flat.
For the year ended December 31, 2024, on a constant currency basis, amortization of purchased intangibles decreased primarily due to previously acquired intangible assets that continue to become fully amortized and lower acquisition activity as compared to prior years.
Amortization of purchased intangibles includes the amortization of acquired non‑product related intangible assets, primarily customer relationships, trademarks, and non‑compete agreements recorded in connection with completed acquisitions. 39 Table of C ontents For the year ended December 31, 2025, on a constant currency basis, amortization of purchased intangibles decreased primarily due to previously acquired intangible assets that continue to become fully amortized and lower acquisition activity as compared to prior years.
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.
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.
Selling and marketing expenses primarily include headcount‑related costs, as well as the expense of online marketing, product marketing and other brand‑building activities, such as advertising, trade shows, and expositions, and various sales and promotional programs.
Headcount‑related costs for the year ended December 31, 2024 were lower due to run‑rate savings as a result of the 2023 Program. Selling and marketing. Selling and marketing expenses primarily include headcount‑related costs, as well as the expense of online marketing, product marketing and other brand‑building activities, such as advertising, trade shows, and expositions, and various sales and promotional programs.
Our sources of revenue growth, excluding the impact from acquisitions, primarily come from additional subscriptions revenues from existing accounts using the same products and represent the majority of our revenue growth, additional subscriptions revenues from existing accounts using new products, and subscriptions revenues from new accounts.
The majority of our revenue growth, excluding the impact from acquisitions, is driven by additional subscriptions revenues from existing accounts using the same products. To a lesser extent, our revenue growth is attributable to subscriptions revenues from new accounts and subscriptions revenues from existing accounts using new products.
Cash Flows Activity Year Ended December 31, 2024 2023 2022 Net cash provided by (used in): Operating activities $ 435,292 $ 416,696 $ 274,324 Investing activities (143,267) (60,504) (770,127) Financing activities (289,850) (359,074) 243,034 Operating Activities For the year ended December 31, 2024, compared to the prior year, net cash provided by operating activities was higher by $18,596 due to a net increase in non‑cash adjustments of $185,856, partially offset by a decrease in net income of $92,354 and a decrease in net cash flows from the change in operating assets and liabilities of $74,906.
Cash Flows Activity Year Ended December 31, 2025 2024 2023 Net cash provided by (used in): Operating activities $ 538,464 $ 435,292 $ 416,696 Investing activities $ (112,309) $ (143,267) $ (60,504) Financing activities $ (376,298) $ (289,850) $ (359,074) Operating Activities For the year ended December 31, 2025, compared to the prior year, net cash provided by operating activities was higher by $103,172 due to an increase in net income of $43,361, an increase in net cash flows from the change in operating assets and liabilities of $36,777, and a net increase in non‑cash adjustments of $23,034.
The Credit Facility also provides us 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, we used borrowings under the Credit Facility to repay all indebtedness outstanding under the 2017 Credit Facility, including the outstanding senior secured term loan.
The Credit Facility also provides us with a $500,000 “accordion” feature to increase the facility in the form of both revolving indebtedness and/or incremental term loans.
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.
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. 41 Table of C ontents 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%, 50%, and 47% as of December 31, 2025, 2024, and 2023, respectively, with our E365 subscription offering representing 46%, 45%, and 41% of total ARR as of December 31, 2025, 2024, and 2023, respectively.
For the year ended December 31, 2023, Realignment expenses were partially offset by income associated with the continued wind down of our Russian entities.
For the year ended December 31, 2023, realignment expenses were partially offset by income associated with the continued wind down of our Russian entities following our decision to exit the Russian market beginning in the second quarter of 2022. (5) Stock‑based compensation expense .
The decrease in net cash flows from the change in operating assets and liabilities was primarily due to the timing of collections on our receivables, the overall timing of tax payments year over year, and a decrease in deferred revenues.
The increase in net cash flows from the change in operating assets and liabilities year over year was primarily due to higher deferred revenues, timing of collections on our receivables, higher accounts payable, lower capitalized internal-use software implementation costs, as well as the overall timing of payments for software maintenance contracts.
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 year ended December 31, 2024, we repurchased 1,292,733 shares for $64,359 under the Repurchase Program. During the year ended December 31, 2023, we did not make repurchases under the Repurchase Program.
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 year ended December 31, 2025, we repurchased 2,887,224 shares for $125,057, and $10,000 aggregate principal amount of our outstanding 2026 Notes for $9,797 under the Repurchase Program.
We used available cash and borrowings under our 2017 Credit Facility to fund an acquisition in September 2024.
We used available cash and borrowings under our credit facilities to fund our acquisitions.
For the year ended December 31, 2024, interest expense, net decreased primarily due to lower weighted average debt outstanding, as compared to the prior year, mainly related to the continued pay down of our revolving loan borrowings, and repayments of our senior secured term loan during 2024 under our amended and restated credit agreement, entered into on December 19, 2017 (the “2017 Credit Facility”). 41 Other Income (Expense), Net Year Ended December 31, 2024 2023 2022 Gain (loss) from: Change in fair value of interest rate swap $ 10 $ (5,038) $ 27,083 Foreign exchange (1) 939 2,497 (9,901) Sale of aircraft — — 2,029 Change in fair value of acquisition contingent consideration — — 1,427 Receipts related to interest rate swap 9,309 8,803 1,947 Other income (expense), net (2) 2,691 (13,484) 1,713 Total other income (expense), net $ 12,949 $ (7,222) $ 24,298 (1) Foreign exchange gain (loss) 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.
Other Income (Expense), Net Year Ended December 31, 2025 2024 2023 (Loss) gain from: Change in fair value of interest rate swap $ (10,238) $ 10 $ (5,038) Foreign exchange (1) 2,578 939 2,497 Receipts related to interest rate swap 7,390 9,309 8,803 Other income (expense), net (2) 817 2,691 (13,484) Total other income (expense), net $ 547 $ 12,949 $ (7,222) (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.
Critical Accounting Estimates: The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates that affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosure of contingent assets and contingent liabilities.
See Note 8 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K for additional information on our lease obligations. 50 Table of C ontents Critical Accounting Estimates: The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates that affect the reported amounts of assets, liabilities, revenues, and expenses, and the related disclosure of contingent assets and contingent liabilities.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+1 added−1 removed9 unchanged
Biggest changeInterest Rate Risk The interest rates on our Credit Facility fluctuate based on various market conditions that affect the Secured Overnight Financing Rate (“SOFR”), the prime rate, or the overnight bank funding effective rate. The cost of borrowing thereunder may be impacted as a result of our interest rate risk exposure.
Biggest changeWe estimate that a 10% strengthening of the U.S. dollar versus our other currencies would have increased our 2025 annual operating income by approximately $2.4 million. 53 Table of C ontents Interest Rate Risk The interest rates on our Credit Facility fluctuate based on various market conditions that affect the Secured Overnight Financing Rate (“SOFR”), the prime rate, or the overnight bank funding effective rate.
We do not hold financial instruments for trading purposes. 54 Foreign Currency Exchange Risk Our revenues, earnings, cash flows, receivables, and payables are subject to fluctuations due to changes in foreign currency exchange rates. We regularly evaluate our foreign currency positions in the context of the natural hedging of revenues and expenses and corresponding exposure.
We do not hold financial instruments for trading purposes. Foreign Currency Exchange Risk Our revenues, earnings, cash flows, receivables, and payables are subject to fluctuations due to changes in foreign currency exchange rates. We regularly evaluate our foreign currency positions in the context of the natural hedging of revenues and expenses and corresponding exposure.
Financial Statements and Supplementary Data The information required by this item is included at the end of this report beginning on page F‑1. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None. 55
Financial Statements and Supplementary Data The information required by this item is included at the end of this report beginning on page F‑1. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None.
We had cash and cash equivalents of $64.0 million and $68.4 million as of December 31, 2024 and 2023, respectively, which consisted of bank deposits and money market funds maintained at various financial institutions. The cash and cash equivalents are held primarily for working capital purposes. Such interest-earning instruments carry a degree of interest rate risk.
We had cash and cash equivalents of $123.3 million and $64.0 million as of December 31, 2025 and 2024, respectively, which consisted of bank deposits and money market funds maintained at various financial institutions. The cash and cash equivalents are held primarily for working capital purposes. Such interest-earning instruments carry a degree of interest rate risk.
For the year ended December 31, 2024, approximately 58% of our total revenues are derived from outside of the U.S. and approximately 34% of our revenues are denominated in a currency other than the U.S. dollar.
For the year ended December 31, 2025, approximately 59% of our total revenues are derived from outside of the U.S. and approximately 33% of our revenues are denominated in a currency other than the U.S. dollar.
Effective on April 2, 2020, we entered into an interest rate swap with a notional amount of $200.0 million and a ten‑year term to reduce the interest rate risk associated with a portion of our floating rate debt.
The cost of borrowing thereunder may be impacted as a result of our interest rate risk exposure. Effective on April 2, 2020, we entered into an interest rate swap with a notional amount of $200.0 million and a ten‑year term to reduce the interest rate risk associated with a portion of our floating rate debt.
In 2024, 66%, 11%, 6%, 3%, and 14% of our total revenues were denominated in U.S. dollars, euros, British pounds, Canadian dollars, and other currencies, respectively, and 58%, 11%, 8%, 7%, and 16% of our aggregate cost of revenues and operating expenses were denominated in U.S. dollars, euros, British pounds, Canadian dollars, and other currencies, respectively.
In 2025, 67%, 11%, 6%, 3%, and 13% of our total revenues were denominated in U.S. dollars, euros, British pounds, Canadian dollars, and other currencies, respectively, and 55%, 13%, 8%, 7%, and 17% of our aggregate cost of revenues and operating expenses were denominated in U.S. dollars, euros, British pounds, Canadian dollars, and other currencies, respectively.
Removed
Financial results therefore are affected by changes in foreign currency rates. We estimate that a 10% strengthening of the U.S. dollar versus our other currencies would have lowered our 2024 annual operating income by approximately $1.5 million.
Added
Financial results therefore are affected by changes in foreign currency rates.

Other BSY 10-K year-over-year comparisons