Financial Analysis

Acquisitions The aggregate details of the Companys acquisition activity are as follows: Acquisitions Completed During Year Ended December 31, 2025 2024 2023 Number of acquisitions 2 3 3 Cash paid at closing (1) $ 101,475 $ 143,299 $ 26,287 Cash acquired (8,223) (12,892) (264) Net cash paid $ 93,252 $ 130,407 $ 26,023 (1) Of the cash paid at closing, $9,500 was held in an escrow account to secure any potential indemnification and other obligations of the seller as of December 31, 2025. The operating results for any acquired business are included in the Companys consolidated financial statements from the closing date of each respective acquisition and were not material, individually or in the aggregate, to the Companys consolidated financial statements of operations. The following summarizes the fair values of the assets acquired and liabilities assumed, as well as the weighted average useful lives assigned to acquired intangible assets at the respective date of each acquisition: Acquisitions Completed During Year Ended December 31, 2025 2024 2023 Consideration: Cash paid at closing $ 101,475 $ 143,299 $ 26,287 Deferred, non-contingent consideration, net 525 Other 108 15 Total consideration $ 101,475 $ 143,407 $ 26,827 Assets acquired and liabilities assumed: Cash $ 8,223 $ 12,892 $ 264 Accounts receivable and other current assets 3,596 6,102 1,742 Operating lease right-of-use assets 309 103 397 Deferred income taxes 29 2,151 Other assets 864 86 6 Software and technology (weigh …

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Commitments and Contingencies Purchase Commitments In the normal course of business, the Company enters into various purchase commitments for goods and services. During the years ended December 31, 2025 and 2024, the Company entered into approximately $7,900 and $45,500, respectively, of non-cancelable future cash purchase commitments for services related to cloud provisioning of the Companys software and for internal-use software costs. As of December 31, 2025, total non-cancelable future cash purchase commitments were approximately $53,700, of which the Company expects approximately $17,600 to be paid over the next 12 months and approximately $36,100 to be paid through September 2029. The Company expects to fully consume its contractual commitments in the ordinary course of operations. Litigation From time to time, the Company is involved in certain legal actions arising in the ordinary course of business. In managements opinion, based upon the advice of counsel, the outcome of such actions is not expected to have a material adverse effect on the Companys future financial position, results of operations, or cash flows. Guarantees The Companys software license agreements typically provide for indemnification of customers for intellectual property infringement claims. The Company also warrants to customers, when requested, that its software products operate substantially in accordance with standard specifications for a limited period of time. The Company has not incurred sign …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

The Companys revenues consist of the following: Year Ended December 31, 2025 2024 2023 Subscriptions: Enterprise subscriptions (1) $ 623,064 $ 530,367 $ 433,321 SELECT subscriptions 267,242 258,504 258,288 Term license subscriptions 486,390 434,491 388,698 Subscriptions 1,376,696 1,223,362 1,080,307 Perpetual licenses 46,180 45,961 46,038 Subscriptions and licenses 1,422,876 1,269,323 1,126,345 Services: Recurring 14,654 14,642 16,370 Other 64,249 69,130 85,698 Services 78,903 83,772 102,068 Total revenues $ 1,501,779 $ 1,353,095 $ 1,228,413 (1) Enterprise subscriptions are primarily revenues attributable to E365 subscriptions of $614,306, $517,997, and $411,025 for the years ended December 31, 2025, 2024, and 2023, respectively. Revenue from external customers is attributed to individual countries based upon the location of the customer. Revenues by geographic region are as follows: Year Ended December 31, 2025 2024 2023 Americas (1) $ 790,495 $ 717,002 $ 650,926 EMEA 436,828 388,384 353,550 APAC 274,456 247,709 223,937 Total revenues $ 1,501,779 $ 1,353,095 $ 1,228,413 (1) Americas includes the U.S., Canada, and Latin America (including the Caribbean). Revenue attributable to the U.S. totaled $620,441, $561,683, and $511,828 for the years ended December 31, 2025, 2024, and 2023, respectively. …

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Goodwill and Other Intangible Assets The Companys intangible assets primarily arise from acquisitions and principally consist of goodwill, acquired software and technology, customer relationships, and trademarks. Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Goodwill The changes in the carrying amount of goodwill are as follows: Balance, December 31, 2023 $ 2,269,336 Acquisitions 120,214 Foreign currency translation adjustments (21,538) Other adjustments (833) Balance, December 31, 2024 2,367,179 Acquisitions 69,232 Foreign currency translation adjustments 45,064 Other adjustments 679 Balance, December 31, 2025 $ 2,482,154 Goodwill consists of the excess of cost over the fair value of net assets acquired in business combinations. Goodwill is not amortized, but instead is tested annually for impairment on October 1, or more frequently if events occur or circumstances change that would more likely than not reduce its fair value below its carrying amount. The Company allocates goodwill to reporting units on a relative fair value basis. In testing for goodwill impairment, the Company may first qualitatively assess whether it is more likely than not (a likelihood of more than 50 percent) that a goodwill impairment exists. If it is determined that a quantitative assessment is required and the carrying amount exceeds its fair value, the Company will recognize goodwill impairment in the amount in which the carrying amount of …

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Income Taxes The components of Income before income taxes consist of the following: Year Ended December 31, 2025 2024 2023 Domestic $ 160,489 $ 118,624 $ 16,652 Foreign 190,244 174,431 166,875 Income before income taxes $ 350,733 $ 293,055 $ 183,527 The (Provision) benefit for income taxes consists of the following: Year Ended December 31, 2025 2024 2023 Current: Federal $ (4,940) $ (7,194) $ (12,899) State (1,831) (2,674) (2,567) Foreign (41,873) (36,287) (40,171) (48,644) (46,155) (55,637) Deferred: Federal (18,940) (7,627) 134,516 State (5,399) (4,057) 29,514 Foreign 6 (887) 34,848 (24,333) (12,571) 198,878 (Provision) benefit for income taxes $ (72,977) $ (58,726) $ 143,241 A reconciliation of the U.S. federal statutory income tax rate to the Companys effective tax rate after the adoption of ASU 2023-09 (see Note 2) is as follows: Year Ended December 31, 2025 $ % U.S. federal statutory income tax rate $ 73,654 21.0 % U.S. federal: Nontaxable or nondeductible items: Stock-based compensation (18,673) (5.3) Nondeductible officer compensation 14,151 4.0 Other 324 0.1 Tax credits (4,958) (1.4) Other adjustments (958) (0.3) State and local income tax, net of U.S. federal income tax effect (1) 5,712 1.6 Foreign tax effects: Ireland: Foreign tax rate differential (11,516) (3.3) Other (1,029) (0.3) Other foreign jurisdictions 16,270 4.7 Effective tax rate $ 72,977 20.8 % (1) New York state and city, California, Oregon, and Pennsylvania represent the majority of the tax effect in t …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Leases The Companys operating leases consist of office facilities, office equipment, and automobiles. As of December 31, 2025, the Companys leases have remaining terms of less than one year to eight years, some of which include one or more options to renew, with renewal terms from one year to five years and some of which include options to terminate the leases from less than one year to five years. The Company determines if an arrangement is a lease at inception. Operating leases are included in Operating lease right-of-use assets, Operating lease liabilities , and Long-term operating lease liabilities in the consolidated balance sheets. Operating lease right-of-use assets represent the Companys right to use an underlying asset for the lease term and operating lease liabilities represent the Companys obligation to make lease payments arising from the lease. Operating lease right-of-use assets and operating lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate, if the Companys leases do not provide an implicit rate, based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is determined based on the Companys estimated credit rating, the term of the lease, economic environment where the asset resides, and full collateralization. The operating lease right-of-use assets also inclu …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Long-Term Debt Long-term debt consists of the following: December 31, 2025 2024 Credit Facility: Revolving loan facility due October 2029 $ $ 135,315 2026 Notes 677,830 687,830 2027 Notes 575,000 575,000 Unamortized debt issuance costs (3,918) (10,057) Total debt 1,248,912 1,388,088 Less: Current portion of long-term debt Long-term debt $ 1,248,912 $ 1,388,088 Credit Facility On October 18, 2024, the Company entered into the Credit Facility, which provides the Company with a $1,300,000 revolving credit facility, including a $125,000 swingline loan and $125,000 in letters of credit. The Credit Facility also provides the Company with a $500,000 accordion feature to increase the facility in the form of both revolving indebtedness and/or incremental term loans. On October 18, 2024, the Company used borrowings under the Credit Facility to repay a portion of the revolving indebtedness outstanding under the amended and restated credit agreement, entered into on December 19, 2017 (the 2017 Credit Facility) and all of the outstanding senior secured term loan. In connection with the termination of the 2017 Credit Facility and entrance into the Credit Facility, the Company performed an extinguishment versus modification assessment on a lender-by-lender basis resulting in the write-off of an insignificant amount of unamortized debt issuance costs. Additionally, $6,184 of capitalized fees paid to lenders and third parties associated with the Credit Facility were recorded in Prepaid and ot …

LongTermDebtTextBlock · excerpt; the full note is in the filing

In September 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2025-06, IntangiblesGoodwill and OtherInternal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06), which amends certain aspects of the accounting for and disclosure of software costs under Subtopic 350-40, referred to as internal-use software. ASU 2025-06 is effective for the Company for the annual reporting period beginning after December 15, 2027, and interim periods within that annual reporting period. Early adoption is permitted as of the beginning of an annual reporting period. The amendments in ASU 2025-06 may be adopted on a prospective basis to financial statements issued for reporting periods after the effective date, on a retrospective basis to all periods presented, or on a modified prospective transition basis for in-process projects through a cumulative-effect adjustment to the opening balance of retained earnings. The Company is currently evaluating the impact of the adoption of ASU 2025-06 on its consolidated financial statements. In July 2025, the FASB issued ASU No. 2025-05, Financial InstrumentsCredit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05), which provides public entities with an optional practical expedient when estimating expected credit losses for current accounts receivables and current contract assets arising from tra …

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Retirement Plans Deferred Compensation Plan Under the Companys DCP, certain officers and key employees may defer all or any part of their incentive compensation, and the Company may make discretionary awards on behalf of such participants. Elective participant deferrals and discretionary Company awards are received in the form of phantom shares of the Companys Class B common stock, which are valued for accounting purposes in the same manner as actual shares of Class B common stock, and are recorded as stock-based compensation expense in the consolidated statements of operations (see Note 15). The DCP has 50,000,000 shares of Class B common stock reserved for issuance. As of December 31, 2025, shares of Class B common stock available for future issuance under the DCP were 4,615,798. For the years ended December 31, 2025, 2024, and 2023, DCP elective participant deferrals were $0, $188, and $1,765, respectively. No discretionary contributions were made to the DCP during the years ended December 31, 2025, 2024, or 2023. As of December 31, 2025 and 2024, phantom shares of the Companys Class B common stock issuable by the DCP were 10,805,223 and 12,728,808, respectively. In August 2021, the Companys Board of Directors approved an amendment to the DCP, which offered to certain active executives in the DCP a one-time, short-term election to reallocate a limited portion of their DCP holdings from phantom shares of the Companys Class B common stock into other phantom investment funds. …

PensionAndOtherPostretirementBenefitsDisclosureTextBlock · excerpt; the full note is in the filing

Revenue from Contracts with Customers Disaggregation of Revenues The Companys revenues consist of the following: Year Ended December 31, 2025 2024 2023 Subscriptions: Enterprise subscriptions (1) $ 623,064 $ 530,367 $ 433,321 SELECT subscriptions 267,242 258,504 258,288 Term license subscriptions 486,390 434,491 388,698 Subscriptions 1,376,696 1,223,362 1,080,307 Perpetual licenses 46,180 45,961 46,038 Subscriptions and licenses 1,422,876 1,269,323 1,126,345 Services: Recurring 14,654 14,642 16,370 Other 64,249 69,130 85,698 Services 78,903 83,772 102,068 Total revenues $ 1,501,779 $ 1,353,095 $ 1,228,413 (1) Enterprise subscriptions are primarily revenues attributable to E365 subscriptions of $614,306, $517,997, and $411,025 for the years ended December 31, 2025, 2024, and 2023, respectively. The Company recognizes perpetual licenses and the term license component of subscriptions as revenue when either the licenses are delivered or at the start of the subscription term. For the years ended December 31, 2025, 2024, and 2023, the Company recognized $777,411, $679,811, and $592,737 of license related revenues, respectively, of which $731,231, $633,850, and $546,699, respectively, were attributable to the term license component of the Companys subscription-based commercial offerings recorded in Subscriptions in the consolidated statements of operations. Revenue from external customers is attributed to individual countries based upon the location of the customer. Revenues by geo …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

Segment and Geographic Information The Company operates and manages its business in a single reportable segment, the development and marketing of computer software and related services. The Company defines its CODM to be its Chief Executive Officer, who reviews financial information presented on a consolidated basis. The Companys reported measures of profit or loss for segment reporting purposes are Net income and AOI less SBC. The CODM is regularly provided Net income and AOI less SBC to understand the Companys financial and operating results across accounting periods and for comparison of the Companys results to those of other companies. The CODM regularly reviews AOI less SBC for internal budgeting and forecasting purposes, to evaluate operating performance, and to make decisions on allocation of resources. The CODM does not use segment asset information to evaluate operating performance or allocate resources. The presentation of Net income is included in the consolidated statements of operations. AOI less SBC is a non-GAAP financial measure and is defined as operating income adjusted for the following: amortization of purchased intangibles, expense (income) relating to deferred compensation plan liabilities, acquisition expenses (inclusive of cash-settled retention incentives provided to key employees of acquired companies), and realignment expenses (income), for the respective periods. Reconciliation of operating income to AOI less SBC: Year Ended December 31, 2025 2024 …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Preferred and Common Stock Preferred Stock Authorized and Selected Terms The Companys amended and restated Certificate of Incorporation authorizes the Company to issue up to 100,000,000 shares of preferred stock. Preferred stock has rights, preferences, and privileges which may be designated from time to time by the Companys Board of Directors. Common Stock Authorized and Selected Terms The Companys amended and restated Certificate of Incorporation authorizes the Company to issue up to 100,000,000 shares of Class A common stock and up to 1,800,000,000 shares of Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. Each share of Class B common stock is entitled to one vote per share, while each share of Class A common stock is entitled to 29 votes per share and is convertible at any time into one share of Class B common stock. Class A common stock will automatically convert into Class B common stock upon certain transfers, and its votes per share will be reduced to 11 in the event none of the Bentleys (Barry J. Bentley, Gregory S. Bentley, Keith A. Bentley, Raymond B. Bentley, and Richard P. Bentley, collectively) serves as a Company director or executive officer. Class A common stock also will automatically convert into shares of Class B common stock upon the affirmative vote of at least 90% of the then outstanding shares of Class A common stock or such time that the …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing