Net Income Per Share Attributable to Bentley Systems Stockholders

3 Months Ended

Mar. 31, 2025

Net Income Per Share Attributable to Bentley Systems Stockholders

To compute the numerator of basic net income per share attributable to Bentley Systems stockholders, undistributed net income attributable to Bentley Systems allocated to participating securities (described further below) using the required two‑class method, is subtracted from net income attributable to Bentley Systems. The denominator of basic net income per share attributable to Bentley Systems stockholders is the weighted average number of shares, inclusive of undistributed shares held in the DCP as phantom shares of the Company’s Class B common stock.

The Company issues certain performance-based RSUs determined to be participating securities because holders of such shares have non-forfeitable dividend rights in the event of the Company’s declaration of a dividend for common shares. As of March 31, 2025 and 2024, there were 250,614 and 343,825 participating securities outstanding, respectively.

To compute the numerator of diluted net income per share attributable to Bentley Systems stockholders, interest expense, net of tax, attributable to the assumed conversion of the convertible senior notes using the if‑converted method is added back to basic net income attributable to Bentley Systems. To compute the denominator of diluted net income per share attributable to Bentley Systems stockholders, the basic weighted average number of shares is adjusted for the effect of dilutive securities, including awards under the Company’s equity compensation plans and ESPP using the treasury stock method, and for the dilutive effect of the assumed conversion of the convertible senior notes using the if‑converted method.

Except with respect to voting and conversion, the rights of the holders of the Company’s Class A and Class B common stock are identical. Each class of shares has the same rights to dividends and allocation of income (loss) and, therefore, net income per share attributable to Bentley Systems stockholders would not differ under the two‑class method.

The details of basic and diluted net income per share attributable to Bentley Systems stockholders are as follows:


	Three Months Ended
	March 31,
	2025		2024
Numerator:
Net income attributable to Bentley Systems	$	91,368	$	70,310
Less: Net income attributable to Bentley Systems allocated to participating securities	(18)		(21)
Basic net income attributable to Bentley Systems stockholders	91,350		70,289
Add: Interest expense, net of tax, attributable to assumed conversion of convertible senior notes	1,569		1,723
Diluted net income attributable to Bentley Systems stockholders	$	92,919	$	72,012

Denominator:
Basic weighted average shares	315,130,071		314,295,102
Dilutive effect of stock options, restricted stock, and RSUs	703,056		1,686,026
Dilutive effect of ESPP	19,138		8,604
Dilutive effect of assumed conversion of convertible senior notes	17,588,741		17,633,786
Diluted weighted average shares	333,441,006		333,623,518

Net income per share attributable to Bentley Systems stockholders:
Basic	$	0.29	$	0.22
Diluted	$	0.28	$	0.22

For the three months ended March 31, 2025, 240,922 RSUs were excluded from the calculation of diluted net income per share attributable to Bentley Systems stockholders as including them would have an anti‑dilutive effect. There were no anti‑dilutive securities for the three months ended March 31, 2024.