BENTLEY SYSTEMS INC
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 26, 2026
BSY$45.24-0.4%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and Financial Statement Schedules
Part IV
(a) The following documents are filed as part of this report:
| 1. | Financial Statements: | Page |
| Report of Independent Registered Public Accounting Firm (KPMG LLP, Philadelphia, Pennsylvania, PCAOB ID: 185) | F-1 | |
| Consolidated Balance Sheets | F-3 | |
| Consolidated Statements of Operations | F-4 | |
| Consolidated Statements of Comprehensive Income | F-5 | |
| Consolidated Statements of Equity | F-6 | |
| Consolidated Statements of Cash Flows | F-7 | |
| Notes to Consolidated Financial Statements | F-9 | |
| 2. | Financial Statement Schedules: | |
| Financial statement schedules have been omitted since they are either not required, not applicable, or the information is included in the consolidated financial statements or notes thereto. | ||
| 3. | Exhibits: |
| Exhibit · Incorporated by Reference · Filed | |||||
|---|---|---|---|---|---|
| Number · Exhibit Description · Form · File No. · Exhibit · Filing Date · Herewith | |||||
| 3.1 | Amended and Restated Certificate of Incorporation of Bentley Systems, Incorporated | 8-K | 001-39548 | 3.1 | September 25, 2020 |
| 3.2 | Amended and Restated Bylaws of Bentley Systems, Incorporated | 8-K | 001-39548 | 3.2 | September 25, 2020 |
| 4.1 | Form of Bentley Systems, Incorporated Class B common stock certificate | S-1/A | 333-248246 | 4.1 | September 18, 2020 |
| 4.2 | Indenture, dated as of June 28, 2021, between Bentley Systems, Incorporated and Wilmington Trust, National Association, as trustee | 8-K | 001-39548 | 4.1 | June 29, 2021 |
| 4.3 | Form of 0.375% Convertible Senior Note due 2027 | 8-K | 001-39548 | A in 4.1 | June 29, 2021 |
| 4.4 | Description of Bentley Systems, Incorporated Securities | 10-K | 001-39548 | 4.4 | March 2, 2021 |
| 10.1 | Form of Capped Call Confirmation relating to the 0.375% Convertible Senior Note due 2027 | 8-K | 001-39548 | 10.1 | June 29, 2021 |
| 10.2 | Second Amended and Restated Credit Agreement, dated as of October 18, 2024, by and among Bentley Systems, Incorporated, the lenders party thereto, and PNC Bank, National Association, as administrative agent | 8-K | 001-39548 | 10.1 | October 22, 2024 |
| 10.3† | Bentley Systems, Incorporated 2020 Omnibus Incentive Plan | 8-K | 001-39548 | 10.1 | September 25, 2020 |
| 10.4† | Amendment No. 1 to the Bentley Systems, Incorporated 2020 Omnibus Incentive Plan | 10-K | 001-39548 | 10.10 | March 1, 2022 |
| 10.5† | Form of Restricted Stock Unit Award Agreement under the Bentley Systems, Incorporated 2020 Omnibus Incentive Plan (as amended) | 10-K | 001-39548 | 10.12 | February 28, 2023 |
| Exhibit · Incorporated by Reference · Filed | ||||||
|---|---|---|---|---|---|---|
| Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Herewith |
| 10.6† | Bentley Systems, Incorporated Global Employee Stock Purchase Plan | 8-K | 001-39548 | 10.2 | September 25, 2020 | |
| 10.7† | Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan, as amended and restated effective as of September 22, 2020 | 8-K | 001-39548 | 10.3 | September 25, 2020 | |
| 10.8† | Amendment No. 1 to the Amended and Restated Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan | 10-Q | 001-39548 | 10.1 | November 9, 2021 | |
| 10.9† | Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan for Non-Employee Directors, as amended and restated effective as of January 1, 2015 | S-1/A | 333-248246 | 10.7 | September 8, 2020 | |
| 10.10† | Bentley Systems, Incorporated Bonus Pool Plan, as amended and restated effective as of September 22, 2020 | 8-K | 001-39548 | 10.4 | September 25, 2020 | |
| 10.11† | Amendment No. 1 to the Amended and Restated Bentley Systems, Incorporated Bonus Pool Plan | 10-Q | 001-39548 | 10.1 | November 8, 2022 | |
| 10.12† | Amendment No. 2 to the Amended and Restated Bentley Systems, Incorporated Bonus Pool Plan | 8-K/A | 001-39548 | 10.3 | June 28, 2024 | |
| 10.13† | Bentley Systems, Incorporated Severance Policy for Key Executives | 8-K/A | 001-39548 | 10.1 | June 28, 2024 | |
| 10.14† | Letter Agreement by and among Nicholas H. Cumins, Bentley Systems, Incorporated, and Bentley Systems France S.a.r.l. | 8-K/A | 001-39548 | 10.2 | June 28, 2024 | |
| 10.15† | Employment Agreement by and between James Lee and Bentley Systems, Incorporated | X | ||||
| 10.16 | Common Stock Purchase Agreement, by and among Bentley Systems, Incorporated, Siemens AG, and the persons listed as “Key Holders” therein, dated September 23, 2016, as amended on October 28, 2016, and April 23, 2018 | S-1 | 333-248246 | 10.2 | August 21, 2020 | |
| 19 | Bentley Systems, Incorporated Insider Trading Policy | 10-K | 001-39548 | 19 | February 26, 2025 | |
| 21 | List of Subsidiaries | X | ||||
| 23 | Consent of Independent Registered Public Accounting Firm | X | ||||
| 31.1 | Certification of CEO pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended | X | ||||
| 31.2 | Certification of CFO pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended | X | ||||
| 32* | Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 97 | Bentley Systems, Incorporated Incentive Compensation Clawback Policy, as Adopted on August 17, 2023 Pursuant to Nasdaq Rule 5608 | 10-K | 001-39548 | 97 | February 27, 2024 | |
| 101.INS | Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema | X | ||||
| Exhibit | Incorporated by Reference | Filed | ||||
| Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Herewith |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | X | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | X | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | X | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | X | ||||
| 104 | Cover page formatted as Inline XBRL and contained in Exhibit 101 | X | ||||
| † | Management contract or compensatory plan or arrangement. |
|---|---|
| * | Filed or furnished herewith. The certification attached as Exhibit 32 that accompanies this Annual Report on Form 10‑K is not deemed filed with the SEC and is not to be incorporated by reference into any filing of Bentley Systems, Incorporated under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10‑K, irrespective of any general incorporation language contained in such filing. |
(b) Exhibits:
We hereby file the exhibits listed in the attached Exhibit Index.
(c) Financial Statement Schedules:
None.
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