BSY / Bentley Systems, Incorporated - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Bentley Systems, Incorporated
US ˙ NasdaqGS ˙ US08265T2087

Mga Batayang Estadistika
LEI 549300WVEHPGE0Z56F71
CIK 1031308
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Bentley Systems, Incorporated
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 6, 2025 EX-99.2

Explanation of Non-GAAP and Other Financial Measures

Exhibit 99.2 Explanation of Non-GAAP and Other Financial Measures This Exhibit 99.2 to the accompanying Current Report on Form 8-K for Bentley Systems, Incorporated (“Bentley Systems,” the “Company,” “we,” “our,” and words of similar import) sets forth the reasons we believe that presentation of financial measures not in accordance with GAAP contained in this press release filed as Exhibit 99.1 to

August 6, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 BENTLEY SYSTEMS, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Commi

August 6, 2025 EX-99.1

Bentley Systems Announces Second Quarter 2025 Results

Exhibit 99.1 Bentley Systems Announces Second Quarter 2025 Results EXTON, PA – August 6, 2025 – Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today announced results for the quarter ended June 30, 2025. Second Quarter 2025 Results •Total revenues were $364.1 million, up 10.2% or 9.2% on a constant currency basis, year-over-year; •Subscriptions revenu

August 6, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39548 BENTLEY SY

May 27, 2025 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2025 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Commiss

May 27, 2025 EX-99.1

Bentley Systems, Incorporated Declares Second Quarter 2025 Dividend

Exhibit 99.1 Bentley Systems, Incorporated Declares Second Quarter 2025 Dividend EXTON, PA. – May 23, 2025 – Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today announced that its Board of Directors declared a $0.07 per share dividend for the second quarter of 2025. The cash dividend is payable on June 12, 2025, to all stockholders of record of Class

May 7, 2025 EX-99.1

Bentley Systems Announces First Quarter 2025 Results

Exhibit 99.1 Bentley Systems Announces First Quarter 2025 Results EXTON, PA – May 7, 2025 – Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today announced results for the quarter ended March 31, 2025. First Quarter 2025 Results •Total revenues were $370.5 million, up 9.7% or 10.9% on a constant currency basis, year-over-year; •Subscriptions revenues w

May 7, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39548 BENTLEY S

May 7, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 BENTLEY SYSTEMS, INCO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Commissi

May 7, 2025 EX-10.1

Mutual Separation Agreement and General Release, dated as of January

Exhibit 10.1 MUTUAL SEPARATION AGREEMENT AND GENERAL RELEASE This is a Mutual Separation Agreement and General Release (“Agreement”) between Michael Campbell (“Employee”) and Bentley Systems, Incorporated (“Bentley”). WHEREAS, on January 7, 2025, Bentley and Employee agreed to mutually separate and thus terminate his employment effective January 21, 2025 (“Termination Date”); WHEREAS, irrespective

May 7, 2025 EX-99.2

Explanation of Non-GAAP and Other Financial Measures

Exhibit 99.2 Explanation of Non-GAAP and Other Financial Measures This Exhibit 99.2 to the accompanying Current Report on Form 8-K for Bentley Systems, Incorporated (“Bentley Systems,” the “Company,” “we,” “our,” and words of similar import) sets forth the reasons we believe that presentation of financial measures not in accordance with GAAP contained in this press release filed as Exhibit 99.1 to

April 11, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

April 11, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

February 26, 2025 EX-99.1

Bentley Systems Announces Fourth Quarter and Full Year 2024 Results and 2025 Financial Outlook Increases Quarterly Dividend

EX-99.1 2 a24q4exhibit991.htm EX-99.1 Exhibit 99.1 Bentley Systems Announces Fourth Quarter and Full Year 2024 Results and 2025 Financial Outlook Increases Quarterly Dividend EXTON, PA – February 26, 2025 – Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today announced results for the quarter ended December 31, 2024 and its financial outlook for 2025.

February 26, 2025 EX-21

List of Subsidiaries

Exhibit 21 SUBSIDIARIES OF BENTLEY SYSTEMS, INCORPORATED a Delaware Corporation as of December 31, 2024 Jurisdiction of Incorporation Name of Subsidiary or Organization AarhusGeosoftware ApS Denmark ARGOS.

February 26, 2025 EX-99.2

Explanation of Non-GAAP and Other Financial Measures

Exhibit 99.2 Explanation of Non-GAAP and Other Financial Measures This Exhibit 99.2 to the accompanying Current Report on Form 8-K for Bentley Systems, Incorporated (“Bentley Systems,” the “Company,” “we,” “our,” and words of similar import) sets forth the reasons we believe that presentation of financial measures not in accordance with GAAP contained in this press release filed as Exhibit 99.1 to

February 26, 2025 EX-19

Bentley Systems, Incorporated Insider Trading Policy

Exhibit 19 BENTLEY SYSTEMS, INCORPORATED INSIDER TRADING POLICY PURPOSE This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in the securities of Bentley Systems, Incorporated (the “Company”) and the handling of confidential information about the Company and the companies with which the Company does business.

February 26, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2025 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Co

February 26, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39548 BENTLEY SYSTEM

February 5, 2025 EX-99.1

ITEM 8 INFORMATION

EX-99.1 2 bentley250088ex99-1.htm EX-99.1 Exhibit 99.1 ITEM 8 INFORMATION The Reporting Persons and certain of their permitted transferees are parties to an amended and restated stockholders agreement (the “Stockholders Agreement”). The Stockholders Agreement provides that the parties thereto, by a majority vote, have the right to nominate a single slate of nominees for election in each election o

January 13, 2025 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2025 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Comm

January 13, 2025 EX-99.1

Bentley Systems Welcomes James Lee as Chief Operating Officer Also consolidating product development and technology strategy under Chief Technology Officer Julien Moutte

Exhibit 99.1 Bentley Systems Welcomes James Lee as Chief Operating Officer Also consolidating product development and technology strategy under Chief Technology Officer Julien Moutte EXTON, Pa., January 13, 2025 – Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today announced the appointment of James Lee as Chief Operating Officer. Lee joins Bentley f

November 22, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2024 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Co

November 22, 2024 EX-99.1

Bentley Systems, Incorporated Declares Fourth Quarter 2024 Dividend

Exhibit 99.1 Bentley Systems, Incorporated Declares Fourth Quarter 2024 Dividend EXTON, PA. – Nov 22, 2024 – Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today announced that its Board of Directors declared a $0.06 per share dividend for the fourth quarter of 2024. The cash dividend is payable on December 12, 2024, to all stockholders of record of C

November 13, 2024 SC 13G

BSY / Bentley Systems, Incorporated / KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC Passive Investment

SC 13G 1 fp0090889-5sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. n/a)* Bentley Systems, Incorporated (Name of Issuer) Class B Common Stock (Title of Class of Securities) 08265T208 (CUSIP Number

November 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39548 BENTL

November 7, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Com

November 7, 2024 EX-99.1

Bentley Systems Announces Third Quarter 2024 Results

Exhibit 99.1 Bentley Systems Announces Third Quarter 2024 Results EXTON, PA – November 7, 2024 – Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today announced results for the quarter ended September 30, 2024. Third Quarter 2024 Results •Total revenues were $335.2 million, up 9.3% or 9.1% on a constant currency basis, year-over-year; •Subscriptions re

November 7, 2024 EX-99.2

Explanation of Non-GAAP and Other Financial Measures

Exhibit 99.2 Explanation of Non-GAAP and Other Financial Measures This Exhibit 99.2 to the accompanying Current Report on Form 8-K for Bentley Systems, Incorporated (“Bentley Systems,” the “Company,” “we,” “our,” and words of similar import) sets forth the reasons we believe that presentation of financial measures not in accordance with GAAP contained in this press release filed as Exhibit 99.1 to

October 22, 2024 EX-10.1

18, 2024, by and among Bentley Systems, Incorporated, the lenders party thereto, and PNC Bank, National Association, as administrative agent (filed as Exhibit

Exhibit 10.1 EXECUTION VERSION DEAL CUSIP No. 08265UAC0 REVOLVER CUSIP No. 08265UAD8 PNC BANK, NATIONAL ASSOCIATION SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 18, 2024, among BENTLEY SYSTEMS, INCORPORATED, The LENDERS Party Hereto and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent PNC CAPITAL MARKETS LLC, BofA SECURITIES, INC. and TD BANK, N.A. as Joint Lead Arranger

October 22, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2024 Bentley Systems, Incorporated (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Com

September 6, 2024 EX-99.1

Bentley Systems, Incorporated Declares Third Quarter 2024 Dividend

Exhibit 99.1 Bentley Systems, Incorporated Declares Third Quarter 2024 Dividend EXTON, PA. – Sept 5, 2024 – Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today announced that its Board of Directors declared a $0.06 per share dividend for the third quarter of 2024. The cash dividend is payable on September 26, 2024, to all stockholders of record of Cl

September 6, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2024 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Co

August 6, 2024 EX-99.1

Bentley Systems Announces Second Quarter 2024 Results

Exhibit 99.1 Press Release BSY Investor Contact: Eric Boyer Investor Relations Officer [email protected] Bentley Systems Announces Second Quarter 2024 Results EXTON, Pa. – August 6, 2024 – Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today announced results for the quarter ended June 30, 2024. Second Quarter 2024 Results •Total revenues were $330.3 mil

August 6, 2024 EX-99.2

Explanation of Non-GAAP and Other Financial Measures

Exhibit 99.2 Explanation of Non-GAAP and Other Financial Measures This Exhibit 99.2 to the accompanying Current Report on Form 8-K for Bentley Systems, Incorporated (“Bentley Systems,” the “Company,” “we,” “our,” and words of similar import) sets forth the reasons we believe that presentation of financial measures not in accordance with GAAP contained in this press release filed as Exhibit 99.1 to

August 6, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39548 BENTLEY SY

August 6, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Commi

July 1, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2024 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Commis

June 28, 2024 EX-10.1

Bentley Systems, Incorporated Severance Policy for Key Executives

Exhibit 10.1 Bentley Systems, Incorporated SEVERANCE POLICY FOR KEY EXECUTIVES Adopted June 26, 2024 1.            Purpose. The purpose of this Severance Policy is to provide a framework in the event of the termination of employment in certain circumstances of one or more key executives (each an “Executive”) of Bentley Systems, Incorporated (the “Company”). This Severance Policy is intended to be

June 28, 2024 EX-10.2

H. Cumins, Bentley Systems, Incorporated, and Bentley Systems France S.a.r.l. (filed as Exhibit

Exhibit 10.2 Bentley Systems France Immeuble Art & Co, 15 Rue Traversière CS 52905, 75580 Paris Cedex 12, France T. +33 1 8846 3921 June 28, 2024 Nicholas H. Cumins [address redacted] Re: Certain Compensation-Related Matters Dear Nicholas: Bentley Systems, Incorporated (“Bentley”) and Bentley Systems France S.a.r.l. (“Bentley France”), are pleased to present you this letter to set forth certain un

June 28, 2024 EX-10.3

2 to the Amended and Restated Bentley Systems, Incorporated Bonus Pool Plan (filed as Exhibit

Exhibit 10.3 AMENDMENT NO. 2 TO THE BENTLEY SYSTEMS, INCORPORATED BONUS POOL PLAN (As Amended and Restated Effective as of September 22, 2020) WHEREAS, Bentley Systems, Incorporated (the “Company”) amended and restated the Bentley Systems, Incorporated Bonus Pool Plan (the “Bonus Pool Plan”), effective as of September 22, 2020; WHEREAS, Section 6(g) of the Bonus Pool Plan provides that, subject to

June 28, 2024 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2024 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Com

May 28, 2024 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Commiss

May 28, 2024 EX-99.1

Bentley Systems, Incorporated Declares Second Quarter 2024 Dividend

Exhibit 99.1 Press Release BSY Investor Contact: Eric Boyer Investor Relations Officer [email protected] Bentley Systems, Incorporated Declares Second Quarter 2024 Dividend EXTON, Pa. – May 24, 2024 – Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today announced that its Board of Directors declared a $0.06 per share dividend for the second quarter of 20

May 7, 2024 EX-99.1

Bentley Systems Announces First Quarter 2024 Results

Exhibit 99.1 Press Release BSY Investor Contact: Eric Boyer Investor Relations Officer [email protected] Bentley Systems Announces First Quarter 2024 Results EXTON, Pa. – May 7, 2024 – Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today announced results for its first quarter ended March 31, 2024. First Quarter 2024 Results •Total revenues were $337.8 m

May 7, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Commissi

May 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39548 BENTLEY S

May 7, 2024 EX-99.2

Explanation of Non-GAAP and Other Financial Measures

Exhibit 99.2 Explanation of Non-GAAP and Other Financial Measures This Exhibit 99.2 to the accompanying Current Report on Form 8-K for Bentley Systems, Incorporated (“Bentley Systems,” the “Company,” “we,” “our,” and words of similar import) sets forth the reasons we believe that presentation of financial measures not in accordance with GAAP contained in this press release filed as Exhibit 99.1 to

April 12, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

April 12, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

March 21, 2024 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2024 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Commi

March 21, 2024 EX-99.1

Marking its 40th Anniversary, Bentley Systems Announces CEO Transition Plan COO Nicholas Cumins to be Promoted to CEO July 1, 2024, as Greg Bentley will Transition to Executive Chair

Exhibit 99.1 Press Release Marking its 40th Anniversary, Bentley Systems Announces CEO Transition Plan COO Nicholas Cumins to be Promoted to CEO July 1, 2024, as Greg Bentley will Transition to Executive Chair London – March 21, 2024 – Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today announced that effective July 1, 2024, Greg Bentley will transit

February 27, 2024 EX-97

Bentley Systems, Incorporated Incentive Compensation Clawback Policy, as Adopted on August 17, 2023 Pursuant to Nasdaq Rule 5608

Exhibit 97 BENTLEY SYSTEMS, INCORPORATED Incentive Compensation Clawback Policy (As Adopted on August 17, 2023 Pursuant to Nasdaq Rule 5608) 1.

February 27, 2024 EX-21

List of Subsidiaries

Exhibit 21 SUBSIDIARIES OF BENTLEY SYSTEMS, INCORPORATED a Delaware Corporation as of December 31, 2023 Jurisdiction of Incorporation Name of Subsidiary or Organization AarhusGeosoftware ApS Denmark ARGOS.

February 27, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39548 BENTLEY SYSTEM

February 27, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2024 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Co

February 27, 2024 EX-99.1

Bentley Systems Announces Fourth Quarter and Full Year 2023 Results and 2024 Financial Outlook Increases Quarterly Dividend

Exhibit 99.1 Press Release BSY Investor Contact: Eric Boyer Investor Relations Officer [email protected] Bentley Systems Announces Fourth Quarter and Full Year 2023 Results and 2024 Financial Outlook Increases Quarterly Dividend EXTON, Pa. – February 27, 2024 – Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today announced results for its fourth quarter

February 27, 2024 EX-99.2

Explanation of Non-GAAP and Other Financial Measures

Exhibit 99.2 Explanation of Non-GAAP and Other Financial Measures This Exhibit 99.2 to the accompanying Current Report on Form 8-K for Bentley Systems, Incorporated (“Bentley Systems,” the “Company,” “we,” “our,” and words of similar import) sets forth the reasons we believe that presentation of financial measures not in accordance with GAAP contained in this press release filed as Exhibit 99.1 to

February 13, 2024 SC 13G/A

BSY / Bentley Systems, Incorporated / BENTLEY RICHARD P. - AMENDMENT NO. 3 TO SC 13G Passive Investment

SC 13G/A 1 bentley240167sc13ga.htm AMENDMENT NO. 3 TO SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Bentley Systems, Incorporated (Name of Issuer) Class B Common Stock (Title of Class of Securities) 08265T 208 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this State

February 13, 2024 EX-99.2

JOINT FILING AGREEMENT

EX-99.2 3 bentley240167ex99-2.htm JOINT FILING AGREEMENT Exhibit 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to certain shares of the common stock of Bentley Systems, Incorporated and f

February 13, 2024 SC 13G/A

BSY / Bentley Systems, Incorporated / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0423-bentleysystemsincorpo.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Bentley Systems, Incorporated Class B Title of Class of Securities: Common Stock CUSIP Number: 08265T208 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appr

February 13, 2024 EX-99.1

ITEM 8 INFORMATION

Exhibit 99.1 ITEM 8 INFORMATION The Reporting Persons and certain of their permitted transferees are parties to an amended and restated stockholders agreement (the “Stockholders Agreement”). The Stockholders Agreement provides that the parties thereto, by a majority vote, have the right to nominate a single slate of nominees for election in each election of the Issuer’s board of directors. Each pa

February 13, 2024 SC 13G

BSY / Bentley Systems, Incorporated / Bentley Corinne Patricia - SC 13G Passive Investment

SC 13G 1 bentley240157sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Bentley Systems, Incorporated (Name of Issuer) Class B Common Stock (Title of Class of Securities) 08265T 208 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropr

February 13, 2024 SC 13G

BSY / Bentley Systems, Incorporated / Verdugo Bentley Marie T. - SC 13G Passive Investment

SC 13G 1 bentley240143sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Bentley Systems, Incorporated (Name of Issuer) Class B Common Stock (Title of Class of Securities) 08265T 208 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropr

February 13, 2024 SC 13G/A

BSY / Bentley Systems, Incorporated / Gregory S. Bentley 2009 Gift Trust - SC 13G/A Passive Investment

SC 13G/A 1 bentley240158sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bentley Systems, Incorporated (Name of Issuer) Class B Common Stock (Title of Class of Securities) 08265T 208 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the a

November 17, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2023 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Co

November 17, 2023 EX-99.1

Bentley Systems, Incorporated Declares Fourth Quarter 2023 Dividend

Exhibit 99.1 Press Release BSY Investor Contact: Eric Boyer Investor Relations Officer [email protected] Bentley Systems, Incorporated Declares Fourth Quarter 2023 Dividend EXTON, Pa. – Nov. 17, 2023 – Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today announced that its Board of Directors declared a $0.05 per share dividend for the fourth quarter of 2

November 7, 2023 EX-99.1

Bentley Systems Announces Operating Results for the Third Quarter of 2023

Exhibit 99.1 Press Release BSY Investor Contact: Eric Boyer Investor Relations Officer [email protected] Bentley Systems Announces Operating Results for the Third Quarter of 2023 EXTON, Pa. – November 7, 2023 – Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today announced operating results for its third quarter and nine months ended September 30, 2023.

November 7, 2023 EX-99.2

Explanation of Non-GAAP and Other Financial Measures

Exhibit 99.2 Explanation of Non-GAAP and Other Financial Measures This Exhibit 99.2 to the accompanying Current Report on Form 8-K for Bentley Systems, Incorporated (“Bentley Systems,” the “Company,” “we,” “our,” and words of similar import) sets forth the reasons we believe that presentation of financial measures not in accordance with GAAP contained in the operating results press release filed a

November 7, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39548 BENTL

November 7, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Com

August 8, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 BENTLEY SYSTEMS, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Commi

August 8, 2023 EX-99.2

Explanation of Non-GAAP and Other Financial Measures

Exhibit 99.2 Explanation of Non-GAAP and Other Financial Measures This Exhibit 99.2 to the accompanying Current Report on Form 8-K for Bentley Systems, Incorporated (“Bentley Systems,” the “Company,” “we,” “our,” and words of similar import) sets forth the reasons we believe that presentation of financial measures not in accordance with GAAP contained in the operating results press release filed a

August 8, 2023 EX-99.1

Bentley Systems Announces Operating Results for the Second Quarter of 2023

Exhibit 99.1 Press Release BSY Investor Contact: Eric Boyer Investor Relations Officer [email protected] Bentley Systems Announces Operating Results for the Second Quarter of 2023 EXTON, Pa. – August 8, 2023 – Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today announced operating results for its second quarter and six months ended June 30, 2023. Second

August 8, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39548 BENTLEY SY

July 27, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2023 BENTLEY SYSTEMS, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2023 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Commis

July 27, 2023 EX-99.1

Bentley Systems, Incorporated Declares Third Quarter 2023 Dividend

Exhibit 99.1 Press Release BSY Investor Contact: Eric Boyer Investor Relations Officer [email protected] Bentley Systems, Incorporated Declares Third Quarter 2023 Dividend EXTON, Pa. – July 27, 2023 – Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today announced that its Board of Directors declared a $0.05 per share dividend for the third quarter of 202

June 23, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2023 Bentley Systems, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2023 Bentley Systems, Incorporated (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Commis

June 23, 2023 EX-10.1

Sixth Amendment, dated as of June 21, 2023, to the Amended and Restated Credit Agreement dated as of December 19, 2017, by and among Bentley Systems, Incorporated, PNC Bank National Association, as administrative agent, and the lenders party thereto (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 23, 2023 (File No. 001-39548) and incorporated herein by reference)

Exhibit 10.1 EXECUTION VERSION SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (together with Exhibit A attached hereto, this “Amendment”), dated as of June 21, 2023, by and among (i) BENTLEY SYSTEMS, INCORPORATED (the “Borrower”), (ii) BENTLEY SOFTWARE, INC., BENTLEY SYSTEMS INTERNATIONAL HOLDINGS, INC., COHESIVE SOLUTIONS, LL

June 23, 2023 SC 13G

BSY / Bentley Systems Inc - Class B / Gregory S. Bentley 2009 Gift Trust - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Bentley Systems, Incorporated (Name of Issuer) Class B Common Stock (Title of Class of Securities) 08265T 208 (CUSIP Number) June 2, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

May 26, 2023 EX-99.1

Bentley Systems, Incorporated Declares Second Quarter 2023 Dividend

Exhibit 99.1 Press Release BSY Investor Contact: Eric Boyer Investor Relations Officer [email protected] Bentley Systems, Incorporated Declares Second Quarter 2023 Dividend EXTON, Pa. – May 26, 2023 – Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today announced that its Board of Directors declared a $0.05 per share dividend for the second quarter of 20

May 26, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2023 BENTLEY SYSTEMS, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2023 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Commiss

May 9, 2023 EX-99.2

Explanation of Non-GAAP and Other Financial Measures

Exhibit 99.2 Explanation of Non-GAAP and Other Financial Measures This Exhibit 99.2 to the accompanying Current Report on Form 8-K for Bentley Systems, Incorporated (“Bentley Systems,” the “Company,” “we,” “our,” and words of similar import) sets forth the reasons we believe that presentation of financial measures not in accordance with GAAP contained in the operating results press release filed a

May 9, 2023 EX-99.1

Bentley Systems Announces Operating Results for the First Quarter of 2023

Exhibit 99.1 Press Release BSY Investor Contact: Eric Boyer Investor Relations Officer [email protected] Bentley Systems Announces Operating Results for the First Quarter of 2023 EXTON, Pa. – May 9, 2023 – Bentley Systems, Incorporated (Nasdaq: BSY) (“Bentley Systems” or the “Company”), the infrastructure engineering software company, today announced operating results for its first quarter ended Marc

May 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 BENTLEY SYSTEMS, INCO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Commissi

May 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39548 BENTLEY S

April 14, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

April 14, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

February 28, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39548 BENTLEY SYSTEM

February 28, 2023 EX-21.1

List of Subsidiaries

Exhibit 21.1 SUBSIDIARIES OF BENTLEY SYSTEMS, INCORPORATED a Delaware Corporation as of December 31, 2022 Jurisdiction of Incorporation Name of Subsidiary or Organization AarhusGeosoftware ApS Denmark ARGOS.IO PTY LTD Australia Bentley Canada Inc. Canada Bentley Engineering Software Systems (Shanghai) Co. Ltd. China Bentley Engineering Software Systems (Shanghai) Co. Ltd. - Dalian Branch China Ben

February 28, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 BENTLEY SYSTEMS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Co

February 28, 2023 EX-10.12

Form of Restricted Stock Unit Award Agreement under the Bentley Systems, Incorporated 2020 Omnibus Incentive Plan (as amended)

Exhibit 10.12 BENTLEY SYSTEMS, INCORPORATED 2020 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), is made effective as of the date set forth in the Portal (the “Date of Grant”), by and between Bentley Systems, Incorporated, a Delaware corporation (together with its successors and assigns, the “Company”), and the participant

February 28, 2023 EX-99.1

Bentley Systems Announces 22Q4 and 2022 Operating Results, and Its 2023 Financial Outlook

Exhibit 99.1 Press Release BSY Investor Contact: Eric Boyer Investor Relations Officer [email protected] Bentley Systems Announces 22Q4 and 2022 Operating Results, and Its 2023 Financial Outlook EXTON, Pa. – February 28, 2023 – Bentley Systems, Incorporated (Nasdaq: BSY) (“Bentley Systems” or the “Company”), the infrastructure engineering software company, today announced operating results for its fo

February 28, 2023 EX-99.2

Bentley Systems Announces Retirement of Founder Keith Bentley and Promotion of Julien Moutte to Chief Technology Officer Former CFO David Hollister Retiring as Chief Investment Officer

Exhibit 99.2 Press Release BSY Investor Contact: Eric Boyer Investor Relations Officer [email protected] Bentley Systems Announces Retirement of Founder Keith Bentley and Promotion of Julien Moutte to Chief Technology Officer Former CFO David Hollister Retiring as Chief Investment Officer EXTON, Pa. – Feb. 28, 2023 – Bentley Systems, Incorporated (Nasdaq: BSY) (“Bentley Systems” or the “Company”), th

February 14, 2023 EX-99.1

ITEM 8 INFORMATION

EX-99.1 2 bentley230189ex99-1.htm ITEM 8 INFORMATION Exhibit 99.1 ITEM 8 INFORMATION The Reporting Persons and certain of their permitted transferees are parties to an amended and restated stockholders agreement (the “Stockholders Agreement”). The Stockholders Agreement provides that the parties thereto, by a majority vote, have the right to nominate a single slate of nominees for election in each

February 14, 2023 SC 13G/A

BSY / Bentley Systems, Incorporated Class B / SPT Invest Management Sarl - SC 13G/A Passive Investment

SC 13G/A Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* Bentley Systems, Incorporated (Name of Issuer) Class B Common Stock, $0.01 par value per share (Title of

February 14, 2023 SC 13G/A

BSY / Bentley Systems, Incorporated Class B / BENTLEY RICHARD P. - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 bentley230189sc13ga.htm AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Bentley Systems, Incorporated (Name of Issuer) Class B Common Stock (Title of Class of Securities) 08265T 208 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this

February 14, 2023 EX-99.2

JOINT FILING AGREEMENT

EX-99.2 3 bentley230189ex99-2.htm JOINT FILING AGREEMENT DATED FEBRUARY 14, 2023 BETWEEN RICHARD P. BENTLEY, KEITH A. BENTLEY, BARRY J. BENTLEY, GREGORY S. BENTLEY AND RAYMOND S. BENTLEY Exhibit 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Sch

February 9, 2023 SC 13G/A

BSY / Bentley Systems, Incorporated Class B / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Bentley Systems Inc. Class B Title of Class of Securities: Common Stock CUSIP Number: 08265T208 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is

January 25, 2023 EX-99.1

Bentley Systems, Incorporated Declares First Quarter 2023 Dividend

Exhibit 99.1 Press Release BSY Investor Contact: Eric Boyer Investor Relations Officer [email protected] Bentley Systems, Incorporated Declares First Quarter 2023 Dividend EXTON, Pa. – Jan. 25, 2023 – Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today announced that its Board of Directors increased by two cents the regular quarterly dividend ef

January 25, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2023 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Com

January 4, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2022 Bentley Systems, Incorporated (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Co

January 4, 2023 EX-99.1

Bentley Systems Announces Promotion of Brock Ballard to Chief Revenue Officer and Eric Boyer Joining as Investor Relations Officer

Exhibit 99.1 Press Release Press Contact: Christine Byrne +1 203 805 0432 [email protected] Follow us on Twitter: @BentleySystems Bentley Systems Announces Promotion of Brock Ballard to Chief Revenue Officer and Eric Boyer Joining as Investor Relations Officer EXTON, Pa. ? Jan. 4, 2023 ? Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today a

December 15, 2022 EX-10.1

Fifth Amendment to Amended and Restated Credit Agreement, dated as of December 14, 2022 (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 15, 2022 (File No. 001-39548) and incorporated herein by reference)

Exhibit 10.1 EXECUTION VERSION FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this ?Amendment?), dated as of December 14, 2022, by and among (i) BENTLEY SYSTEMS, INCORPORATED (the ?Borrower?), (ii) BENTLEY SOFTWARE, INC., BENTLEY SYSTEMS INTERNATIONAL HOLDINGS, INC., DIGITAL WATER WORKS, INC., COHESIVE SOLUTIONS, LLC, ONTRACKS ENT

December 15, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2022 Bentley Systems, Incorporated (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Co

November 17, 2022 EX-99.1

Bentley Systems, Incorporated Declares Fourth Quarter 2022 Dividend

Exhibit 99.1 Press Release Investor Contact: Ankit Hira Solebury Strategic Communications for Bentley Systems [email protected] 1-610-458-2777 Media Contact: Chris Bradshaw [email protected] 1-610-321-6307 Bentley Systems, Incorporated Declares Fourth Quarter 2022 Dividend EXTON, Pa. – November 17, 2022 – Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software co

November 17, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2022 BENTLEY SYSTEMS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2022 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Co

November 8, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2022 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Com

November 8, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39548 BENTL

November 8, 2022 EX-99.1

Bentley Systems Announces Operating Results for the Third Quarter of 2022

Exhibit 99.1 Press Release Investor Contact: Ankit Hira Solebury Strategic Communications for Bentley Systems [email protected] 1-610-458-2777 Media Contact: Chris Bradshaw [email protected] 1-610-321-6307 Bentley Systems Announces Operating Results for the Third Quarter of 2022 EXTON, Pa. ? November 8, 2022 ? Bentley Systems, Incorporated (Nasdaq: BSY) (?Bentley Systems? or the ?Company?),

November 8, 2022 EX-10.1

1 to the Bentley Systems, Incorporated Bonus Pool Plan, as amended and restated effective as of Se

Exhibit 10.1 AMENDMENT NO. 1 TO THE BENTLEY SYSTEMS, INCORPORATED BONUS POOL PLAN (As Amended and Restated Effective as of September 22, 2020) WHEREAS, Bentley Systems, Incorporated (the ?Company?) amended and restated the Bentley Systems, Incorporated Bonus Pool Plan (the ?Bonus Pool Plan?), effective as of September 22, 2020; WHEREAS, Section 6(g) of the Bonus Pool Plan provides that, subject to

August 29, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2022 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Comm

August 29, 2022 EX-99.1

Bentley Systems, Incorporated Declares Third Quarter 2022 Dividend

Exhibit 99.1 Press Release Investor Contact: Ankit Hira Solebury Strategic Communications for Bentley Systems [email protected] 1-610-458-2777 Media Contact: Carey Mann [email protected] 1-610-458-3170 Bentley Systems, Incorporated Declares Third Quarter 2022 Dividend EXTON, Pa. ? August 29, 2022 ? Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, toda

August 9, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2022 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Commi

August 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39548 BENTLEY SY

August 9, 2022 EX-99.1

Bentley Systems Announces Operating Results for the Second Quarter of 2022

Exhibit 99.1 Press Release Investor Contact: Ankit Hira Solebury Trout for Bentley Systems [email protected] 1-610-458-2777 Media Contact: Carey Mann [email protected] 1-610-458-3170 Bentley Systems Announces Operating Results for the Second Quarter of 2022 EXTON, Pa. ? August 9, 2022 ? Bentley Systems, Incorporated (Nasdaq: BSY) (?Bentley Systems? or the ?Company?), the infrastructure engineeri

May 27, 2022 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2022 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Commiss

May 27, 2022 EX-99.1

Bentley Systems, Incorporated Declares Second Quarter 2022 Dividend

Exhibit 99.1 Press Release Investor Contact: Ankit Hira Solebury Trout for Bentley Systems [email protected] 1-610-458-2777 Media Contact: Carey Mann [email protected] 1-610-458-3170 Bentley Systems, Incorporated Declares Second Quarter 2022 Dividend EXTON, Pa. ? May 26, 2022 ? Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today announced that its

May 11, 2022 EX-99.1

Bentley Systems Announces BSY Stock Repurchase Program

Exhibit 99.1 Press Release Investor Contact: Ankit Hira Solebury Trout for Bentley Systems [email protected] 1-610-458-2777 Media Contact: Carey Mann [email protected] 1-610-458-3170 Bentley Systems Announces BSY Stock Repurchase Program EXTON, Pa. ? May 11, 2022 ? Bentley Systems, Incorporated (Nasdaq: BSY) (?Bentley Systems? or the ?Company?), the infrastructure engineering software company, t

May 11, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2022 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Commiss

May 10, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Commiss

May 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39548 BENTLEY S

May 10, 2022 EX-99.1

Bentley Systems Announces Operating Results for the First Quarter of 2022

Exhibit 99.1 Press Release Investor Contact: Ankit Hira Solebury Trout for Bentley Systems [email protected] 1-610-458-2777 Media Contact: Carey Mann [email protected] 1-610-458-3170 Bentley Systems Announces Operating Results for the First Quarter of 2022 EXTON, Pa. ? May 10, 2022 ? Bentley Systems, Incorporated (Nasdaq: BSY) (?Bentley Systems? or the ?Company?), the infrastructure engineering

April 14, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by R

April 14, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

March 23, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2022 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Commi

March 1, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39548 BENTLEY SYSTEM

March 1, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2022 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Commis

March 1, 2022 EX-99.1

Bentley Systems Announces 21Q4 and 2021 Operating Results, and its 2022 Financial Outlook

Exhibit 99.1 Press Release Investor Contact: Ankit Hira or Ed Yuen Solebury Trout for Bentley Systems [email protected] 1-610-458-2777 Media Contact: Carey Mann [email protected] 1-610-458-3170 Bentley Systems Announces 21Q4 and 2021 Operating Results, and its 2022 Financial Outlook EXTON, Pa. ? March 1, 2022 ? Bentley Systems, Incorporated (Nasdaq: BSY) (?Bentley Systems? or the ?Company?), the

March 1, 2022 EX-21.1

List of Subsidiaries

Exhibit 21.1 SUBSIDIARIES OF BENTLEY SYSTEMS, INCORPORATED AS OF DECEMBER 31, 2021 Jurisdiction of Incorporation Name of Subsidiary or Organization AarhusGeosoftware ApS Denmark Bentley Canada Inc. Ontario Bentley Engineering Software Systems (Shanghai) Co. Ltd. China Bentley Engineering Software Systems (Shanghai) Co. Ltd.-Dalian Branch China Bentley Engineering Software Systems (Shanghai) Co., L

March 1, 2022 EX-10.10

Amendment No. 1 to the Bentley Systems, Incorporated 2020 Omnibus Incentive Plan

Exhibit 10.10 AMENDMENT NO. 1 TO THE BENTLEY SYSTEMS, INCORPORATED 2020 OMNIBUS INCENTIVE PLAN WHEREAS, Bentley Systems, Incorporated (the ?Company?) maintains the Bentley Systems, Incorporated 2020 Omnibus Incentive Plan (the ?Plan?); WHEREAS, the Company desires to amend the Plan to remove the automatic increase to the Absolute Share Limit (as defined in the Plan) set forth in Section 5(b) of th

February 25, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2022 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Co

February 25, 2022 EX-99.1

Bentley Systems, Incorporated Declares First Quarter 2022 Dividend

Exhibit 99.1 Press Release Investor Contact: Ankit Hira or Ed Yuen Solebury Trout for Bentley Systems [email protected] 1-610-458-2777 Media Contact: Carey Mann [email protected] 1-610-458-3170 Bentley Systems, Incorporated Declares First Quarter 2022 Dividend EXTON, Pa. ? February 24, 2022 ? Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today anno

February 14, 2022 EX-99.1

ITEM 8 INFORMATION

EXHIBIT 99.1 ITEM 8 INFORMATION The Reporting Persons and certain of their permitted transferees are parties to an amended and restated stockholders agreement (the "Stockholders Agreement"). The Stockholders Agreement provides that the parties thereto, by a majority vote, have the right to nominate a single slate of nominees for election in each election of the Issuer's board of directors. Each pa

February 14, 2022 SC 13G/A

BSY / Bentley Systems, Incorporated Class B / BENTLEY RICHARD P. - SCHEDULE 13G AMENDMENT NO. 1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bentley Systems, Incorporated (Name of Issuer) Class B Common Stock (Title of Class of Securities) 08265T 208 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

February 10, 2022 SC 13G/A

BSY / Bentley Systems, Incorporated Class B / SPT Invest Management Sarl - SC 13G/A Passive Investment

Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to ? 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to ? 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Bentley Systems, Incorporated (Name of Issuer) Class B Common Stock, $0.01 par value per share (Title of Class of

February 9, 2022 SC 13G

BSY / Bentley Systems, Incorporated Class B / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Bentley Systems Inc. Class B Title of Class of Securities: Common Stock CUSIP Number: 08265T208 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule 13d-1

December 29, 2021 EX-10.1

Fourth Amendment to Amended and Restated Credit Agreement, dated as of December 22, 2021 (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 29, 2021 (File No. 001-39548) and incorporated herein by reference)

Exhibit 10.1 EXECUTION VERSION FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this ?Amendment?), dated as of December 22, 2021, by and among (i) BENTLEY SYSTEMS, INCORPORATED (the ?Borrower?), (ii) BENTLEY SOFTWARE, INC., BENTLEY SYSTEMS INTERNATIONAL HOLDINGS, INC., DIGITAL WATER WORKS, INC., CITILABS, INC., COHESIVE SOLUTIONS,

December 29, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2021 Bentley Systems, Incorporated (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Co

November 22, 2021 EX-99.1

Bentley Systems, Incorporated Declares Fourth Quarter 2021 Dividend

Exhibit 99.1 Press Release Investor Contact: Ankit Hira or Ed Yuen Solebury Trout for Bentley Systems [email protected] 1-610-458-2777 Media Contact: Carey Mann [email protected] 1-610-458-3170 Bentley Systems, Incorporated Declares Fourth Quarter 2021 Dividend EXTON, Pa. ? November 19, 2021 ? Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today ann

November 22, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2021 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Co

November 17, 2021 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2021 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Co

November 9, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39548 BENTL

November 9, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2021 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Com

November 9, 2021 EX-99.1

Bentley Systems Announces Executive Promotions of Nicholas Cumins and Werner Andre to become respectively COO and CFO, for 2022 David Hollister to Assume New Role as Chief Investment Officer

Exhibit 99.1 Press Release Investor Relations Contact: Carey Mann [email protected] Follow us on Twitter: @BentleySystems Bentley Systems Announces Executive Promotions of Nicholas Cumins and Werner Andre to become respectively COO and CFO, for 2022 David Hollister to Assume New Role as Chief Investment Officer EXTON, Pa. ? November 9, 2021 ? Bentley Systems, Incorporated (Nasdaq: BSY), the i

November 9, 2021 EX-10.1

Amendment No. 1 to the Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan, as amended and restated effective as of September 22, 2020

Exhibit 10.1 AMENDMENT NO. 1 TO THE BENTLEY SYSTEMS, INCORPORATED NONQUALIFIED DEFERRED COMPENSATION PLAN (As Amended and Restated Effective September 22, 2020) WHEREAS, Bentley Systems, Incorporated (the ?Company?), a Delaware corporation, sponsors the Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan (the ?Plan?) for its officers and key employees, originally effective Januar

November 9, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2021 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Com

November 9, 2021 EX-99.1

Bentley Systems Announces Operating Results for the Third Quarter of 2021

Exhibit 99.1 Press Release Investor Contact: Ankit Hira or Ed Yuen Solebury Trout for Bentley Systems [email protected] 1-610-458-2777 Media Contact: Carey Mann [email protected] 1-610-458-3170 Bentley Systems Announces Operating Results for the Third Quarter of 2021 EXTON, Pa. ? November 9, 2021 ? Bentley Systems, Incorporated (Nasdaq: BSY) (?Bentley Systems? or the ?Company?), the infrastructu

October 1, 2021 S-3ASR

As filed with the Securities and Exchange Commission on October 1, 2021.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 1, 2021.

August 23, 2021 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2021 BENTLEY SYSTEMS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2021 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Comm

August 23, 2021 EX-99.1

Bentley Systems, Incorporated Declares Third Quarter 2021 Dividend

Exhibit 99.1 Press Release Investor Contact: Ankit Hira or Ed Yuen Solebury Trout for Bentley Systems [email protected] 1-610-458-2777 Media Contact: Carey Mann [email protected] 1-610-458-3170 Bentley Systems, Incorporated Declares Third Quarter 2021 Dividend EXTON, Pa. ? August 20, 2021 ? Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today announ

August 10, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39548 BENTLEY SY

August 10, 2021 EX-99.1

Bentley Systems Announces Operating Results for the Second Quarter of 2021 and Updates Its 2021 Financial Outlook

Exhibit 99.1 Press Release Investor Contact: Ankit Hira or Ed Yuen Solebury Trout for Bentley Systems [email protected] 1-610-458-2777 Media Contact: Carey Mann [email protected] 1-610-458-3170 Bentley Systems Announces Operating Results for the Second Quarter of 2021 and Updates Its 2021 Financial Outlook EXTON, Pa. ? August 10, 2021 ? Bentley Systems, Incorporated (Nasdaq: BSY) (?Bentley Syste

August 10, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2021 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Comm

June 29, 2021 EX-10.1

Form of Capped Call Confirmation relating to the 0.375% Convertible Senior Note due 2027 (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 29, 2021 (File No. 001-39548) and incorporated herein by reference)

Exhibit 10.1 Goodwin Draft Final Bidding Version [Dealer Name and Address] June [], 2021 To:Bentley Systems, Incorporated 685 Stockton Drive Exton, Pennsylvania Attention: Chief Financial Officer; General Counsel and Secretary Re: [Base][Additional] Call Option Transaction The purpose of this letter agreement (this ?Confirmation?) is to confirm the terms and conditions of the call option transacti

June 29, 2021 EX-4.1

Indenture, dated as of June 28, 2021, between Bentley Systems, Incorporated and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.1 to our Current Report on Form 8-K filed on June 29, 2021 (File No. 001-39548) and incorporated herein by reference)

Exhibit 4.1 Execution Version Bentley Systems, Incorporated and Wilmington Trust, National Association as Trustee INDENTURE Dated as of June 28, 2021 0.375% Convertible Senior Notes due 2027 TABLE OF CONTENTS Page Article 1. Definitions; Rules of Construction 1 Section 1.01. Definitions. 1 Section 1.02. Other Definitions. 14 Section 1.03. Rules of Construction. 14 Article 2. The Notes 15 Section 2

June 29, 2021 EX-99.1

Bentley Systems Announces Pricing of Convertible Senior Notes

Exhibit 99.1 News Release Media Contact: Carey Mann 610-458-2777 [email protected] Bentley Systems Announces Pricing of Convertible Senior Notes EXTON, Pa., U.S.A. ? June 23, 2021 ? Bentley Systems, Incorporated (Nasdaq: BSY) (?Bentley?), the infrastructure engineering software company, announced today the pricing of $500.0 million aggregate principal amount of convertible senior notes due 20

June 29, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2021 Bentley Systems, Incorporated (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Commis

June 22, 2021 EX-10.1

Third Amendment to Amended and Restated Credit Agreement, dated as of June 22, 2021 (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 22, 2021 (File No. 001-39548) and incorporated herein by reference)

Exhibit 10.1 EXECUTION VERSION THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this ?Amendment?), dated as of June 22, 2021, by and among (i) BENTLEY SYSTEMS, INCORPORATED (the ?Borrower?), (ii) BENTLEY SOFTWARE, INC., BENTLEY SYSTEMS INTERNATIONAL HOLDINGS, INC., DIGITAL WATER WORKS, INC., CITILABS, INC., COHESIVE SOLUTIONS, LLC,

June 22, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2021 Bentley Systems, Incorporated (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Commis

June 22, 2021 EX-99.1

Bentley Systems Announces Launch of Private Offering of Convertible Senior Notes

Exhibit 99.1 News Release Media Contact: Carey Mann 610-458-2777 [email protected] Bentley Systems Announces Launch of Private Offering of Convertible Senior Notes EXTON, Pa., U.S.A. ? June 22, 2021 ? Bentley Systems, Incorporated (Nasdaq: BSY) (?Bentley?), the infrastructure engineering software company, today announced that it intends to offer $500.0 million aggregate principal amount of co

June 2, 2021 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2021 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Commiss

June 2, 2021 EX-99.1

Bentley Systems, Incorporated Declares Second Quarter 2021 Dividend

Exhibit 99.1 Press Release Investor Contact: Ankit Hira or Ed Yuen Solebury Trout for Bentley Systems [email protected] 1-610-458-2777 Media Contact: Carey Mann [email protected] 1-610-458-3170 Bentley Systems, Incorporated Declares Second Quarter 2021 Dividend EXTON, Pa. ? May 28, 2021 ? Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today announce

May 11, 2021 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39548 BENTLEY S

May 11, 2021 EX-10.2

Amendment to Side Letter Agreement, dated as of March 11, 2021, by and between Bentley Systems, Incorporated and Accel

Exhibit 10.2 AMENDMENT TO SIDE LETTER AGREEMENT This Amendment to Side Letter Agreement (this ?Amendment?) is dated as of March 11, 2021 by and between Accel-KKR Capital Partners V, LP (the ?Sellers? Representative?) and Bentley Systems, Incorporated (the ?Buyer?). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Purchase Agre

May 11, 2021 EX-10.1

Side Letter Agreement, dated as of March 11, 2021, by and among Bentley Systems, Incorporated, Seequent Holdings Limited and the Sellers named therein

Exhibit 10.1 [***] A portion of this exhibit has been redacted pursuant to Item 601(b)(2) of Regulation S-K as (i) not material and (ii) likely to cause competitive harm if publicly disclosed. The Company hereby undertakes to furnish unredacted copies of this exhibit upon request by the Securities and Exchange Commission; provided, however, that the Company may request confidential treatment pursu

May 11, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2021 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Commiss

May 11, 2021 EX-99.1

Bentley Systems Announces First Quarter 2021 Operating Results

Exhibit 99.1 Press Release Investor Contact: Ankit Hira or Ed Yuen Solebury Trout for Bentley Systems [email protected] 1-610-458-2777 Media Contact: Carey Mann [email protected] 1-610-458-3170 Bentley Systems Announces First Quarter 2021 Operating Results EXTON, Pa. ? May 11, 2021: Bentley Systems, Incorporated (Nasdaq: BSY) (?Bentley Systems? or the ?Company?), the infrastructure engineering s

April 16, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

April 16, 2021 DEF 14A

the information specifically incorporated by reference into our Annual Report from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 16, 2021 (the “Proxy”); and

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? SCHEDULE 14A? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.????) ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ??Preliminary Proxy Statement ??Confidential, for Use of the Commission Only (as permitted by

March 17, 2021 8-K

Unregistered Sales of Equity Securities, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2021 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Commi

March 2, 2021 EX-4.4

Description of Securities

Exhibit 4.4 DESCRIPTION OF BENTLEY SYSTEMS INCORPORATED?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Bentley Systems, Incorporated Inc. (?we,? ?our,? or ?us?) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), our Class B common stock, $0.01 par value per share. The following desc

March 2, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2021 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Commis

March 2, 2021 EX-99.1

Bentley Systems Announces Fourth Quarter and Full Year 2020 Results, and its 2021 Financial Outlook

Exhibit 99.1 Press Release Investor Contact: Ankit Hira or Ed Yuen Solebury Trout for Bentley Systems [email protected] 1-610-458-2777 Media Contact: Carey Mann [email protected] 1-610-458-3170 Bentley Systems Announces Fourth Quarter and Full Year 2020 Results, and its 2021 Financial Outlook EXTON, PA ? March 2, 2021: Bentley Systems, Incorporated (Nasdaq: BSY) (?Bentley Systems? or the ?Compan

March 2, 2021 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39548 BENTLEY SYSTEM

March 2, 2021 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 LIST OF SUBSIDIARIES OF REGISTRANT AS OF DECEMBER 31, 2020 Jurisdiction of Incorporation Name of Subsidiary or Organization Bentley Canada Inc. Ontario Bentley Engineering Software Systems (Shanghai) Co. Ltd. China Bentley Engineering Software Systems (Shanghai) Co. Ltd.-Dalian Branch China Bentley Engineering Software Systems (Shanghai) Co., Limited - Xi'an Branch China Bentley Engin

February 26, 2021 EX-99.1

Bentley Systems, Incorporated Declares First Quarter 2021 Dividend

Exhibit 99.1 Press Release Investor Contact: Ankit Hira or Ed Yuen Solebury Trout for Bentley Systems [email protected] 1-610-458-2777 Media Contact: Carey Mann [email protected] 1-610-458-3170 Bentley Systems, Incorporated Declares First Quarter 2021 Dividend EXTON, Pa. – February 26, 2021 – Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today anno

February 26, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2021 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Co

February 12, 2021 SC 13G

United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE

SC 13G United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.)* Bentley Systems, Incorporated (Name of Issuer) Class B Common Stock, $0.01 par value per share

February 12, 2021 EX-99.1

ITEM 8 INFORMATION

EXHIBIT 99.1 ITEM 8 INFORMATION The Reporting Persons and certain of their permitted transferees are parties to an amended and restated stockholders agreement (the ?Stockholders Agreement?). The Stockholders Agreement provides that the parties thereto, by a majority vote, have the right to nominate a single slate of nominees for election in each election of the Issuer?s board of directors. Each pa

February 12, 2021 EX-99

JOINT FILING AGREEMENT

EX-99 2 d50026dex99.htm EX-99 Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the in

February 12, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Bentley Systems, Incorporated (Name of Issuer) Class B Common Stock (Title of Class of Securities) 08265T 208 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

January 26, 2021 EX-10.1

Form of Capped Call Confirmation relating to the 0.125% Convertible Senior Note due 2026 (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on January 26, 2021 (File No. 001-39548) and incorporated herein by reference)

Exhibit 10.1 [Dealer Name and Address] January [21]1[22]2, 2021 To: Bentley Systems, Incorporated 685 Stockton Drive Exton, Pennsylvania Attention: Chief Financial Officer; General Counsel and Secretary Re: [Base][Additional] Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between

January 26, 2021 EX-99.2

Bentley Systems Announces Pricing and Upsize of Private Offering of Convertible Senior Notes

Exhibit 99.2 Press Release Investor Contact: James McCusker 203-585-4750 [email protected] Bentley Systems Announces Pricing and Upsize of Private Offering of Convertible Senior Notes EXTON, Pa., U.S.A. – January 21, 2021 – Bentley Systems, Incorporated (Nasdaq: BSY) (“Bentley”), the infrastructure engineering software company, announced today the pricing of $600.0 million aggregate prin

January 26, 2021 EX-10.2

Second Amendment to Amended and Restated Credit Agreement, dated as of January 25, 2021 (filed as Exhibit 10.2 to our Current Report on Form 8-K filed on January 26, 2021 (File No. 001-39548) and incorporated herein by reference)

Exhibit 10.2 EXECUTION COPY SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of January 25, 2021, by and among (i) BENTLEY SYSTEMS, INCORPORATED (the “Borrower”), (ii) BENTLEY SOFTWARE, INC., BENTLEY SYSTEMS INTERNATIONAL HOLDINGS, INC., DIGITAL WATER WORKS, INC., CITILABS, INC., and COHESIVE SOLUTIONS,

January 26, 2021 EX-4.1

Indenture, dated as of January 26, 2021, between Bentley Systems, Incorporated and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.1 to our Current Report on Form 8-K filed on January 26, 2021 (File No. 001-39548) and incorporated herein by reference)

Exhibit 4.1 Execution Version Bentley Systems, Incorporated and Wilmington Trust, National Association as Trustee INDENTURE Dated as of January 26, 2021 0.125% Convertible Senior Notes due 2026 TABLE OF CONTENTS Page Article 1. Definitions; Rules of Construction 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 13 Section 1.03. Rules of Construction 14 Article 2. The Notes 15 Section 2

January 26, 2021 EX-99.1

CORRECTED Bentley Systems Announces Launch of Private Offering of Convertible Senior Notes

Exhibit 99.1 News Release Media Contact: James McCusker 203-585-4750 [email protected] CORRECTED Bentley Systems Announces Launch of Private Offering of Convertible Senior Notes EXTON, Pa., U.S.A. – January 20, 2021 – Bentley Systems, Incorporated (Nasdaq: BSY) (“Bentley”), the infrastructure engineering software company, today announced that it intends to offer $500.0 million aggregate

January 26, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2021 Bentley Systems, Incorporated (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Com

January 20, 2021 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2021 Bentley Systems, Incorporated (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Com

January 20, 2021 EX-99.1

Bentley Systems Announces Launch of Private Offering of Convertible Senior Notes

Exhibit 99.1 News Release Media Contact: James McCusker 203-585-4750 [email protected] Bentley Systems Announces Launch of Private Offering of Convertible Senior Notes EXTON, Pa., U.S.A. – January 20, 2021 – Bentley Systems, Incorporated (Nasdaq: BSY) (“Bentley”), the infrastructure engineering software company, today announced that it intends to offer $500,000,000 million aggregate prin

November 23, 2020 EX-99.1

Bentley Systems, Incorporated Declares Fourth Quarter 2020 Dividend

Exhibit 99.1 Press Release Investor Contact: Ankit Hira or Ed Yuen Solebury Trout for Bentley Systems [email protected] 1-610-458-2777 Media Contact: Carey Mann [email protected] 1-610-458-3170 Bentley Systems, Incorporated Declares Fourth Quarter 2020 Dividend EXTON, PA – November 23, 2020 – Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today anno

November 23, 2020 8-K

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 2020 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Co

November 17, 2020 8-K

Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2020 Bentley Systems, Incorporated (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Co

November 16, 2020 424B4

10,000,000 Shares Class B Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(4)  Registration No. 333-250002 10,000,000 Shares Class B Common Stock We are offering 8,103,965 shares of our Class B common stock in this offering. The selling stockholders identified in this prospectus are selling 1,896,035 shares of our Class B common stock in this offering. We will not receive any of the proceeds from the sale of our Class B co

November 10, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2020 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (Co

November 10, 2020 EX-99.1

Bentley Systems Announces Operating Results for Third Quarter 2020

Exhibit 99.1 Bentley Systems Announces Operating Results for Third Quarter 2020 EXTON, PA – November 10, 2020: Bentley Systems, Incorporated (Nasdaq: BSY) (“Bentley Systems” or the “Company”), the infrastructure engineering software company, today announced operating results for its quarter ended September 30, 2020. Third Quarter 2020 Financial Results: · Total revenues were $203.0 million, up 8.8

November 10, 2020 EX-21.1

List of Subsidiaries of Registrant

Exhibit 21.1 List of Subsidiaries of Registrant Name of Subsidiary Jurisdiction of Incorporation or Organization Acute 3D France Bentley Canada Inc. Ontario Bentley Engineering Software Systems (Shanghai) Co. Ltd. China Bentley Engineering Software Systems (Shanghai) Co. Ltd.-Dalian Branch China Bentley Engineering Software Systems (Shanghai) Co., Limited - Xi'an Branch China Bentley Engineering S

November 10, 2020 EX-1.1

Form of Underwriting Agreement

Exhibit 1.1 Bentley Systems, Incorporated Class B Common Stock, par value $0.01 per share Underwriting Agreement November [], 2020 Goldman Sachs & Co. LLC BofA Securities, Inc. As representatives (the ?Representatives?) of the several Underwriters named in Schedule I hereto c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o BofA Securities, Inc. One Bryant Park New York, New

November 10, 2020 CORRESP

-

November 10, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jan Woo, Legal Branch Chief Jeffrey Kauten, Staff Attorney Kathleen Collins, Accounting Branch Chief David Edgar, Staff Accountant RE: Bentley Systems, Incorporated Registration Statement on Form S-1 File No. 333-250002 Acceleration Request Reques

November 10, 2020 CORRESP

-

November 10, 2020 VIA EDGAR Re: Bentley Systems, Incorporated Registration Statement on Form S-1 File No.

November 10, 2020 S-1

As filed with the Securities and Exchange Commission on November 10, 2020.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 10, 2020.

November 10, 2020 CORRESP

-

Simpson Thacher & Bartlett LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 TELEPHONE: +1-212-455-2000 FACSIMILE: +1-212-455-2502 Direct Dial Number +1-212-455-2812 E-mail Address rfenyes@stblaw.

November 10, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39548 BENTL

October 23, 2020 DRS

-

TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on October 23, 2020.

September 25, 2020 EX-10.2

Bentley Systems, Incorporated Global Employee Stock Purchase Plan (filed as Exhibit 10.2 to our Current Report on Form 8-K filed on September 25, 2020 (File No. 001-39548) and incorporated herein by reference)

Exhibit 10.2 [Execution Version] BENTLEY sYSTEMS, INCORPORATED GLOBAL EMPLOYEE STOCK PURCHASE PLAN 1. Purpose of the Global ESPP. The purpose of the Global ESPP is to provide an opportunity for Eligible Employees of the Company and its Participating Companies to purchase Common Stock at a discount through voluntary Contributions, thereby attracting, retaining and rewarding such persons and strengt

September 25, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2020 Bentley Systems, Incorporated (Exact name of registrant as specified in its charter) Delaware 001-39548 95-3936623 (State or other jurisdiction of incorporation) (C

September 25, 2020 EX-3.1

Amended and Restated Certificate of Incorporation of Bentley Systems, Incorporated (filed as Exhibit 3.1 to our Current Report on Form 8-K filed on September 25, 2020 (File No. 001-39548) and incorporated herein by reference)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BENTLEY SYSTEMS, INCORPORATED Bentley Systems, Incorporated (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 6, 1987. 2. This

September 25, 2020 EX-10.4

Bentley Systems, Incorporated Bonus Pool Plan, as amended and restated effective as of September 22, 2020 (filed as Exhibit 10.4 to our Current Report on Form 8-K filed on September 25, 2020 (File No. 001-39548) and incorporated herein by reference)

Exhibit 10.4 Execution Version BENTLEY SYSTEMS, INCORPORATED BONUS POOL PLAN (As Amended and Restated Effective as of September 22, 2020) WHEREAS, Bentley Systems, Incorporated (the “Company”) maintains the Bentley Systems, Incorporated Bonus Pool Plan, as amended and restated effective as of September 23, 2015, and as amended in part on two occasions thereafter (the “Plan”); and WHEREAS, the Comp

September 25, 2020 EX-10.3

Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan, as amended and restated effective as of September 22, 2020 (filed as Exhibit 10.3 to our Current Report on Form 8-K filed on September 25, 2020 (File No. 001-39548) and incorporated herein by reference)

Exhibit 10.3 Execution Version BENTLEY SYSTEMS, INCORPORATED NONQUALIFIED DEFERRED COMPENSATION PLAN (As Amended and Restated Effective as of September 22, 2020) TABLE OF CONTENTS Page Article I DEFINITIONS 1 1.1. “409A Change in Control” 1 1.2. “Account” 2 1.3. “Agreement” 2 1.4. “Board” 2 1.5. “Bonus” 2 1.6. “Change in Control” 2 1.7. “Class B Stock” 2 1.8. “Code” 3 1.9. “Company” 3 1.10. “Compa

September 25, 2020 EX-10.1

Bentley Systems, Incorporated 2020 Omnibus Incentive Plan (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on September 25, 2020 (File No. 001-39548) and incorporated herein by reference)

Exhibit 10.1 Execution Version BEntley Systems, INCORPORATED 2020 Omnibus Incentive Plan 1. Purpose. The purpose of the Bentley Systems, Incorporated 2020 Omnibus Incentive Plan is to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel, and to provide a means whereby directors, officers, employees, consultants, and advisors of t

September 25, 2020 EX-3.2

Amended and Restated Bylaws of Bentley Systems, Incorporated (filed as Exhibit 3.2 to our Current Report on Form 8-K filed on September 25, 2020 (File No. 001-39548) and incorporated herein by reference)

Exhibit 3.2 AMENDED AND RESTATED BYLAWS of BENTLEY SYSTEMS, INCORPORATED (A Delaware Corporation) Article 1. MEETINGS OF STOCKHOLDERS Section 1.1. Place, Date and Time of Meeting. Meetings of the stockholders of the Corporation shall be held at such place, date and time as may be fixed by the Board of Directors of the Corporation (the “Board” or the “Board of Directors”). If no place is so fixed,

September 24, 2020 424B4

10,750,000 Shares Class B Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(4)  Registration No. 333-248246 10,750,000 Shares Class B Common Stock This is an initial public offering of shares of Class B common stock of Bentley Systems, Incorporated. The selling stockholders identified in this prospectus are selling 10,750,000 Class B shares in this offering. We will not be selling any shares in this offering and will not re

September 24, 2020 S-8

- FORM S-8

As filed with the Securities and Exchange Commission on September 24, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 95-3936623 (State or other jurisdiction of incorporation or organizatio

September 23, 2020 8-A12B

(b) The Registrant’s registration statement on Form 8-A filed with the Commission pursuant to Section 12(b) of the Exchange Act, relating to the Registrant’s Common Stock, including all other amendments and reports filed for the purpose of updating such description.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 95-3936623 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificati

September 22, 2020 S-1/A

- S-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 22, 2020.

September 18, 2020 EX-4.1

Form of Bentley Systems, Incorporated Class B common stock certificate (filed as Exhibit 4.1 to our Registration Statement on Form S-1/A filed on September 18, 2020 (File No. 333-248246) and incorporated herein by reference)

Exhibit 4.1 .ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# CLASS B COMMON STOCK PAR VALUE $0.01 CLASS B COMMON STOCK Certificate Number ZQ00000000 THIS CERTIFIES THAT BENTLEY SYSTEMS, INCORPORATED INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE ** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander

September 18, 2020 CORRESP

-

September 18, 2020 VIA EDGAR Re: Bentley Systems, Incorporated Registration Statement on Form S-1 File No.

September 18, 2020 S-1/A

- S-1/A

As filed with the Securities and Exchange Commission on September 17, 2020. Registration No. 333-248246 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BENTLEY SYSTEMS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation

September 18, 2020 CORRESP

-

Simpson Thacher & Bartlett LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 TELEPHONE: +1-212-455-2000 TELEPHONE: +1-212-455-2000 Direct Dial Number E-mail Address +1-212-455-2812 rfenyes@stblaw.

September 18, 2020 CORRESP

-

September 18, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jan Woo, Legal Branch Chief Jeffrey Kauten, Staff Attorney Kathleen Collins, Accounting Branch Chief David Edgar, Staff Accountant RE: Bentley Systems, Incorporated Registration Statement on Form S-1 File No. 333-248246 Acceleration Request Reque

September 15, 2020 EX-1.1

Form of Underwriting Agreement

Exhibit 1.1 Bentley Systems, Incorporated Class B Common Stock, par value $0.01 per share Underwriting Agreement [], 2020 Goldman Sachs & Co. LLC BofA Securities, Inc. As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o BofA Securities, Inc. One Bryant Park New York, New York 1003

September 15, 2020 EX-3.1

Form of Amended and Restated Certificate of Incorporation of Bentley Systems, Incorporated, to be in effect shortly following the effectiveness of the registration statement

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BENTLEY SYSTEMS, INCORPORATED Bentley Systems, Incorporated (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 6, 1987. 2. This

September 15, 2020 EX-3.2

Form of Amended and Restated By-Laws of Bentley Systems, Incorporated, to be in effect shortly following the effectiveness of the registration statement

Exhibit 3.2 AMENDED AND RESTATED BYLAWS of BENTLEY SYSTEMS, INCORPORATED (A Delaware Corporation) Article 1. MEETINGS OF STOCKHOLDERS Section 1.1. Place, Date and Time of Meeting. Meetings of the stockholders of the Corporation shall be held at such place, date and time as may be fixed by the Board of Directors of the Corporation (the “Board” or the “Board of Directors”). If no place is so fixed,

September 15, 2020 S-1/A

- S-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 15, 2020.

September 8, 2020 EX-21.1

List of Subsidiaries of Registrant

Exhibit 21.1 List of Subsidiaries of Registrant Name of Subsidiary Jurisdiction of Incorporation or Organization Acute 3D France Bentley Canada Inc. Ontario Bentley Engineering Software Systems (Shanghai) Co. Ltd. China Bentley Engineering Software Systems (Shanghai) Co. Ltd.-Dalian Branch China Bentley Engineering Software Systems (Shanghai) Co., Limited - Xi'an Branch China Bentley Engineering S

September 8, 2020 EX-10.10

Amendment to the Amended and Restated Credit Agreement, dated as of September 2, 2020

Exhibit 10.10 EXECUTION COPY FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of September 2, 2020, by and among (i) BENTLEY SYSTEMS, INCORPORATED (the “Borrower”), (ii) BENTLEY SOFTWARE, INC., BENTLEY SYSTEMS INTERNATIONAL HOLDINGS, INC., DIGITAL WATER WORKS, INC., CITILABS, INC., and COHESIVE SOLUTIONS,

September 8, 2020 EX-10.4

Form of Bentley Systems, Incorporated Bonus Pool Plan, as amended and restated

Exhibit 10.4 BENTLEY SYSTEMS, INCORPORATED BONUS POOL PLAN (As Amended and Restated Effective as of [ ], 2020) WHEREAS, Bentley Systems, Incorporated (the “Company”) maintains the Bentley Systems, Incorporated Bonus Pool Plan, as amended and restated effective as of September 23, 2015, and as amended in part on two occasions thereafter (the “Plan”); and WHEREAS, the Company wishes to amend and res

September 8, 2020 EX-10.8

Form of Bentley Systems, Incorporated 2020 Omnibus Incentive Plan

Exhibit 10.8 BENTLEY SYSTEMS, INCORPORATED 2020 OMNIBUS INCENTIVE PLAN 1. Purpose. The purpose of the Bentley Systems, Incorporated 2020 Omnibus Incentive Plan is to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel, and to provide a means whereby directors, officers, employees, consultants, and advisors of the Company and the

September 8, 2020 S-1/A

- S-1/A

Table of Contents As filed with the Securities and Exchange Commission on September 8, 2020.

September 8, 2020 CORRESP

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Simpson Thacher & Bartlett LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 TELEPHONE: +1-212-455-2000 FACSIMILE: +1-212-455-2502 DIRECT DIAL NUMBER E-MAIL ADDRESS +1-212-455-2812 RFenyes@stblaw.

September 8, 2020 EX-10.9

Form of Bentley Systems, Incorporated Global Employee Stock Purchase Plan

Exhibit 10.9 BENTLEY SYSTEMS, INCORPORATED GLOBAL EMPLOYEE STOCK PURCHASE PLAN 1. Purpose of the Global ESPP. The purpose of the Global ESPP is to provide an opportunity for Eligible Employees of the Company and its Participating Companies to purchase Common Stock at a discount through voluntary Contributions, thereby attracting, retaining and rewarding such persons and strengthening the mutuality

September 8, 2020 EX-10.7

Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan for Non-Employee Directors, as amended and restated as of January 1, 2015

Exhibit 10.7 BENTLEY SYSTEMS, INCORPORATED NONQUALIFIED DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (As Amended and Restated Effective as of January 1, 2015) TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 “409A Change in Control” 1 1.2 “Account” 2 1.3 “Agreement” 2 1.4 “Board” 2 1.5 “Cause” 2 1.6 “Change in Control” 2 1.7 “Class B Stock” 3 1.8 “Code” 3 1.9 “Company” 3 1.10 “Company C

September 8, 2020 EX-10.6

Form of Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan

Exhibit 10.6 BENTLEY SYSTEMS, INCORPORATED NONQUALIFIED DEFERRED COMPENSATION PLAN (As Amended and Restated Effective as of [ ], 2020) TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1. “409A Change in Control” 1 1.2. “Account” 2 1.3. “Agreement” 2 1.4. “Board” 2 1.5. “Bonus” 2 1.6. “Change in Control” 2 1.7. “Class B Stock” 2 1.8. “Code” 3 1.9. “Company” 3 1.10. “Company Contribution Unit” 3 1.1

August 27, 2020 CORRESP

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Simpson Thacher & Bartlett llp 425 Lexington Avenue New York, NY 10017-3954 (212) 455-2000 Facsimile (212) 455-2502 Direct Dial Number (212) 455-2812 E-Mail Address RFenyes@STBLAW.

August 21, 2020 EX-10.1

Amended and Restated Credit Agreement, dated as of December 19, 2017, by and among the Registrant, PNC Bank National Association, as administrative agent, and the lenders party thereto

Exhibit 10.1 EXECUTION VERSION PNC BANK, NATIONAL ASSOCIATION AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 19, 2017, among BENTLEY SYSTEMS, INCORPORATED, The LENDERS Party Hereto and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent PNC CAPITAL MARKETS LLC, CITIZENS BANK, N.A., and WELLS FARGO CAPITAL FINANCE, LLC, as Joint Lead Arrangers and Joint Bookrunners WELLS FARGO CAPIT

August 21, 2020 EX-10.6

Bentley Systems, Incorporated 2015 Equity Incentive Plan, as amended and restated effective as of May 29, 2018

Exhibit 10.6 BENTLEY SYSTEMS, INCORPORATED 2015 EQUITY INCENTIVE PLAN (As Amended and Restated Effective as of May 29, 2018) TABLE OF CONTENTS SECTION 1 - PURPOSE AND DEFINITIONS 1 SECTION 2 - ADMINISTRATION 6 SECTION 3 - ELIGIBILITY 6 SECTION 4 - STOCK 6 SECTION 5 - GRANTING OF AWARDS 7 SECTION 6 - TERMS AND CONDITIONS OF OPTIONS 7 SECTION 7 - TERMS AND CONDITIONS OF SARs 10 SECTION 8 - TERMS AND

August 21, 2020 EX-10.2

Common Stock Purchase Agreement, by and among the Registrant, Siemens AG, and the persons listed as “Key Holders” therein, dated September 23, 2016, as amended on October 28, 2016, and April 23, 2018

Exhibit 10.2 Confidential Execution Version BENTLEY SYSTEMS, INCORPORATED Common Stock PURCHASE AGREEMENT ARTICLE I. INTRODUCTORY. THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of the 23rd day of September, 2016 by and among Bentley Systems, Incorporated, a Delaware corporation (the “Company”), Siemens AG, a stock corporation (Aktiengesellschaft) under the laws of Germany (th

August 21, 2020 CORRESP

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Securities and Exchange Commission August 21, 2020 Simpson Thacher & Bartlett LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 TELEPHONE: +1-212-455-2000 FACSIMILE: +1-212-455-2502 DIRECT DIAL NUMBER E-MAIL ADDRESS +1-212-455-2812 RFenyes@stblaw.

August 21, 2020 EX-10.3

Registration Rights Agreement, dated as of January 24, 2017, by and between the Registrant and Siemens Corporation

Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 24, 2017 between Bentley Systems, Incorporated, a Delaware corporation (the “Company”), and Siemens Corporation, a Delaware corporation (the “Investor”). WHEREAS, the Company and an Affiliate of the Investor are parties to a Common Stock Purchase

August 21, 2020 S-1

(a) The Registrant’s prospectus relating to the offering of Common Stock filed with the Commission pursuant to Rule 424(b) of the Securities Act, relating to the Form S-1 (File No. 333-248246); and

Table of Contents As filed with the Securities and Exchange Commission on August 21, 2020.

August 7, 2020 DRSLTR

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Simpson Thacher & Bartlett LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 TELEPHONE: +1-212-455-2000 FACSIMILE: +1-212-455-2502 DIRECT DIAL NUMBER E-MAIL ADDRESS +1-212-455-2812 RFenyes@stblaw.

August 7, 2020 DRS/A

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Table of Contents As confidentially submitted to the Securities and Exchange Commission on August 7, 2020.

March 9, 2020 DRS/A

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Table of Contents As confidentially submitted to the Securities and Exchange Commission on March 6, 2020.

March 6, 2020 DRSLTR

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Simpson Thacher & Bartlett LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 TELEPHONE: +1-212-455-2000 FACSIMILE: +1-212-455-2502 DIRECT DIAL NUMBER E-MAIL ADDRESS +1-212-455-2812 RFenyes@stblaw.

January 10, 2020 DRS

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Use these links to rapidly review the document TABLE OF CONTENTS BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As confidentially submitted to the Securities and Exchange Commission on January 10, 2020.

August 26, 2005 SC 13D

Activist Investment - FORM SC13D

Table of Contents OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response.

April 23, 2002 EX-10.5

EX-10.5

EXHIBIT 10.5 THIS SECURED NOTE IS SUBJECT TO THE TERMS OF THE STANDSTILL AGREEMENT, DATED AS OF DECEMBER 26, 2000, BY INTERGRAPH CORPORATION IN FAVOR OF PNC BANK, NATIONAL ASSOCIATION, FOR ITSELF AND AS AGENT SECURED NOTE Huntsville, Alabama Date: December 1, 2000 FOR VALUE RECEIVED, Bentley Systems, Incorporated, a Delaware corporation ("Borrower"), promises to pay to the order of Intergraph Corp

April 23, 2002 EX-10.27

EX-10.27

Exhibit 10.27 AMENDED AND RESTATED INFORMATION AND REGISTRATION RIGHTS AGREEMENT This Amended and Restated Information and Registration Rights Agreement (the "Agreement") is made as of December 26, 2000, by and between Bentley Systems, Incorporated, a Delaware corporation (the "Company"), Bachow Investment Partners III, L.P., a Delaware limited partnership or any other entity as to which any affil

April 23, 2002 EX-99.1

EX-99.1

Exhibit 99.1 [BENTLEY SYSTEMS, INCORPORATED LETTERHEAD] April 19, 2002 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Letter responsive to Temporary Note 3T to Article 3 of Regulation S-X - Dear Sir or Madam: In compliance with Temporary Note 3T to Article 3 of Regulation S-X, I am writing to inform you that Arthur Andersen LLP ("Andersen") has

April 23, 2002 EX-10.10

EX-10.10

Exhibit 10.10 AMENDMENT NO. 1 TO THE BENTLEY SYSTEMS, INCORPORATED 1997 STOCK OPTION PLAN WHEREAS, Bentley Systems, Incorporated (the "Company") established the Bentley Systems, Incorporated 1997 Stock Option Plan (the "Plan"); WHEREAS, Section 10(a) of the Plan provides that, subject to certain limitations, the Board of Directors of the Company (the "Board") may amend the Plan; and WHEREAS, the B

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