XML 31 R21.htm IDEA: XBRL DOCUMENT v3.24.3
Common Stock
 9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Common Stock Common Stock
BSY Stock Repurchase Program
In May 2022, the Company announced that its Board of Directors approved the BSY Stock Repurchase Program (the “Repurchase Program”) authorizing the Company to repurchase up to $200,000 of the Company’s Class B common stock through June 30, 2024. In December 2022, the Company’s Board of Directors amended the Repurchase Program to allow the Company also to repurchase its outstanding convertible senior notes. This additional authorization did not increase the overall dollar limit of the Repurchase Program. The Company’s authorization under the Repurchase Program approved May 2022 expired on June 30, 2024. In March 2024, the Company’s Board of Directors approved an extension to the Repurchase Program authorizing the Company to repurchase up to $200,000 of the Company’s Class B common stock and/or outstanding convertible senior notes from June 30, 2024 through June 30, 2026. As of September 30, 2024, $191,738 was available under the Company’s Board of Directors authorization for future repurchases of Class B common stock and/or outstanding convertible senior notes under the Repurchase Program.
The shares and outstanding convertible senior notes proposed to be acquired in the Repurchase Program may be repurchased from time to time in open market transactions, through privately negotiated transactions, or by other means in accordance with federal securities laws. The Company intends to fund repurchases from available working capital and cash provided by operating activities. The timing, as well as the number and value of shares and/or outstanding convertible senior notes repurchased under the Repurchase Program, will be determined by the Company at its discretion and will depend on a variety of factors, including management’s assessment of the intrinsic value of the Company’s shares, the market price of the Company’s Class B common stock and outstanding convertible senior notes, general market and economic conditions, available liquidity, compliance with the Company’s debt and other agreements, and applicable legal requirements. The exact number of shares and/or outstanding convertible senior notes to be repurchased by the Company is not guaranteed, and the Repurchase Program may be suspended, modified, or discontinued at any time without prior notice.
During the nine months ended September 30, 2024, the Company repurchased 912,737 shares for $45,769 under the Repurchase Program. The Company did not repurchase shares under the Repurchase Program for the nine months ended September 30, 2023.
Common Stock Issuances, Sales, and Repurchases
During the nine months ended September 30, 2024, the Company issued 4,655,277 shares of Class B common stock to DCP participants in connection with distributions from the plan. There were no shares sold back to the Company as they were issued on a gross basis during the nine months ended September 30, 2024. During the nine months ended September 30, 2023, the Company issued 2,845,448 shares of Class B common stock to DCP participants in connection with distributions from the plan, net of 935,939 shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $38,456.
During the nine months ended September 30, 2024, the Company issued 256,587 shares of Class B common stock in connection with Bonus Plan incentive compensation. There were no shares sold back to the Company as they were issued on a gross basis during the nine months ended September 30, 2024. During the nine months ended September 30, 2023, the Company issued 171,510 shares of Class B common stock in connection with Bonus Plan incentive compensation, net of 135,314 shares were sold back to the Company in the same period to pay for applicable income tax withholdings of $5,756.
During the nine months ended September 30, 2024, the Company issued 844,283 shares of Class B common stock to colleagues who exercised their stock options, net of 67,146 shares withheld at exercise to pay for the cost of the stock options, as well as for $2,195 of applicable income tax withholdings. The Company received $4,007 in cash proceeds from the exercise of stock options. For the nine months ended September 30, 2023, the Company issued 2,422,082 shares of Class B common stock to colleagues who exercised their stock options, net of 234,472 shares withheld at exercise to pay for the cost of the stock options, as well as for $6,408 of applicable income tax withholdings. The Company received $10,590 in cash proceeds from the exercise of stock options.
Dividends
The Company declared cash dividends during the periods presented as follows:
Dividend
Per ShareAmount
2024:
Third quarter$0.06 $18,134 
Second quarter0.06 17,980 
First quarter0.06 17,871 
2023:
Third quarter$0.05 $14,768 
Second quarter0.05 14,702 
First quarter0.05 14,522 
Global Employee Stock Purchase Plan
During the nine months ended September 30, 2024, colleagues who elected to participate in the Bentley Systems, Incorporated Global Employee Stock Purchase Plan (the “ESPP”) purchased a total of 253,578 shares of Class B common stock, net of shares withheld, resulting in cash proceeds to the Company of $11,228. Of the total 260,437 shares purchased, 6,859 shares were sold back to the Company to pay for applicable income tax withholdings of $348. During the nine months ended September 30, 2023, colleagues who elected to participate in the ESPP purchased a total of 315,840 shares of Class B common stock, net of shares withheld, resulting in cash proceeds to the Company of $9,988. Of the total 333,324 shares purchased, 17,484 shares were sold back to the Company to pay for applicable income tax withholdings of $845. As of September 30, 2024 and December 31, 2023, $2,971 and $5,790 of ESPP withholdings via colleague payroll deduction were recorded in Accruals and other current liabilities in the consolidated balance sheets, respectively. As of September 30, 2024, shares of Class B common stock available for future issuance under the ESPP were 24,018,460.