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Preferred and Common Stock
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Preferred and Common Stock Preferred and Common Stock
Preferred Stock Authorized and Selected Terms
The Company’s 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 Company’s Board of Directors.
Common Stock Authorized and Selected Terms
The Company’s 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 Bentley family (the Bentleys, certain other family members and trusts and other entities controlled by or primarily for the benefit of the Bentleys and their families, collectively) directly or indirectly, own less than 20% of the issued and outstanding Class B common stock on a fully-diluted basis (assuming the conversion of all issued and outstanding Class A common stock).
During the year ended December 31, 2023, 64,130 shares of Class A common stock were converted to Class B common stock.
BSY Stock Repurchase Program
In May 2022, the Company announced that its Board of Directors approved 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 in 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 December 31, 2024, $173,155 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 year ended December 31, 2024, the Company repurchased 1,292,733 shares for $64,359 under the Repurchase Program. The Company did not make repurchases under the Repurchase Program during the year ended December 31, 2023. During the year ended December 31, 2022, the Company repurchased 896,126 shares for $28,250, and $2,170 aggregate principal amount of the Company’s outstanding 2026 Notes for $1,998 (see Note 10) under the Repurchase Program.
Common Stock Issuances, Sales, and Repurchases
During the year ended December 31, 2024, the Company issued 4,707,845 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 year ended December 31, 2024. During the year ended December 31, 2023, the Company issued 3,410,006 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 year ended December 31, 2022, the Company issued 3,541,375 shares of Class B common stock to DCP participants in connection with distributions from the plan, net of 500,332 shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $24,246.
During the year ended December 31, 2024, the Company issued 282,340 shares of Class B common stock, respectively, 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 year ended December 31, 2024. During the year ended December 31, 2023, the Company issued 247,867 shares of Class B common stock in connection with the Bonus Plan incentive compensation, net of 135,314 shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $5,756. During the year ended December 31, 2022, the Company issued 445,050 shares of Class B common stock in connection with the Bonus Plan incentive compensation, net of 124,116 shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $5,197.
During the year ended December 31, 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.
During the year ended December 31, 2023, the Company issued 2,621,959 shares of Class B common stock to colleagues who exercised their stock options, net of 238,627 shares withheld at exercise to pay for the cost of the stock options, as well as for $6,581 of applicable income tax withholdings. The Company received $11,715 in cash proceeds from the exercise of stock options.
During the year ended December 31, 2022, the Company issued 2,613,659 shares of Class B common stock to colleagues who exercised their stock options, net of 397,501 shares withheld at exercise to pay for the cost of the stock options, as well as for $9,188 of applicable income tax withholdings. The Company received $8,338 in cash proceeds from the exercise of stock options.
During the year ended December 31, 2022, the Company issued 185,178 shares of Class B common stock related to the exercise of acquisition options (see Note 15), net of 714,822 shares withheld at exercise to pay for the cost of the options. The Company did not receive any proceeds from the exercise of these options.
The Company has a Class B Common Stock Purchase Agreement with a strategic investor (the “Common Stock Purchase Agreement”), pursuant to which the investor acquired the maximum purchase amount of $250,000 of the Company’s Class B common stock. The Common Stock Purchase Agreement grants to the strategic investor certain informational and protective rights, including, for so long as the Company remains party to a long-term strategic collaboration agreement with the investor the right to participate in any sale process the Company may undertake. The Common Stock Purchase Agreement expires in 2030.
Dividends
The Company declared cash dividends during the periods presented as follows:
Dividend
Per ShareAmount
2024:
Fourth quarter$0.06 $18,130 
Third quarter0.06 18,134 
Second quarter0.06 17,980 
First quarter0.06 17,871 
Total$0.24 $72,115 
2023:
Fourth quarter$0.05 $14,764 
Third quarter0.05 14,768 
Second quarter0.05 14,702 
First quarter0.05 14,522 
Total$0.20 $58,756 
2022:
Fourth quarter$0.03 $8,730 
Third quarter0.03 8,592 
Second quarter0.03 8,678 
First quarter0.03 8,353 
Total$0.12 $34,353 
Dividends Declared Subsequent to December 31, 2024
In February 2025, our Board of Directors approved cash dividends of $0.07 per share payable on March 27, 2025 to all stockholders of record of Class A and Class B common stock as of the close of business on March 19, 2025.
Global Employee Stock Purchase Plan
The Bentley Systems, Incorporated Global Employee Stock Purchase Plan (the “ESPP”) provides eligible colleagues of the Company with an opportunity to contribute up to 15% of their eligible compensation toward the purchase of the Company’s Class B common stock at a discounted price, up to a maximum of $25 per year and subject to any other plan limitations. The ESPP has 25,000,000 shares of Class B common stock reserved for issuance.
Unless otherwise determined by the Board of Directors, the ESPP has been implemented by means of consecutive offering periods, which will run from January 1st (or the first trading day thereafter) through June 30th (or the first trading day prior to such date), and from July 1st (or the first trading day thereafter) through December 31st (or the first trading day prior to such date). The purchase price per share at which shares of Class B common stock are sold in an offering period under the ESPP will be equal to the lesser of 85% of the fair market value of a share of Class B common stock (i) on the first trading day of the offering period, or (ii) on the purchase date (i.e., the last trading day of the offering period).
During the year ended December 31, 2024, colleagues who elected to participate in 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 year ended December 31, 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. During the year ended December 31, 2022, colleagues who elected to participate in the ESPP purchased a total of 307,406 shares of Class B common stock, net of shares withheld, resulting in cash proceeds to the Company of $10,335. Of the total 314,471 shares purchased, 7,065 shares were sold back to the Company to pay for applicable income tax withholdings of $273. As of December 31, 2024 and 2023, $5,577 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 December 31, 2024, shares of Class B common stock available for future issuance under the ESPP were 24,018,460.