BENTLEY SYSTEMS INC

Our Class B common stock is traded on the Nasdaq Stock Market LLC under the symbol BSY. There is no established public trading market for our Class A 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. Because many of our shares of Class B common stock are held by brokers or other institutions on behalf of stockholders, we are unable to estimate the total number of Class B stockholders represented by the record holders.

Dividend Policy

The declaration and payment of dividends is within the discretion of our Board of Directors. We paid quarterly dividends of $0.07 per share of common stock during the 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. While we intend to continue paying quarterly dividends, any future determination will be subject to the discretion of our Board of Directors and will be dependent on a number of factors, including our results of operations, capital requirements, restrictions under Delaware law, and overall financial condition, as well as any other factors our Board of Directors considers relevant. In addition, the terms of the agreement governing the Credit Facility limit the amount of dividends we can pay.

Securities Authorized for Issuance Under Equity Compensation Plans

Refer to Part III, Item 12 of this Annual Report on Form 10‑K.

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. Unless otherwise stated, the sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance on Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. All recipients had adequate access, through their relationships with us, to information about us. The issuance of these securities were made without any general solicitation or advertising.

Issuer Purchases of Equity Securities

The following table reflects our Class B common stock we repurchased during the three months ended December 31, 2025:

(1)Represents shares purchased in open‑market transactions under the repurchase program approved by our Board of Directors.

(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. 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.