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Stock-Based Compensation | 9 Months Ended
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Sep. 30, 2025
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | Stock-Based Compensation Total stock‑based compensation expense consists of the following:
| Three Months Ended |  | Nine Months Ended
| September 30, |  | September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Restricted stock and RSUs expense | $ | 15,614 |  |  | $ | 14,375 |  |  | $ | 47,056 |  |  | $ | 44,052 |
Bonus Plan expense (see Note 11) | 1,754 |  |  | 1,057 |  |  | 5,406 |  |  | 11,237 |
ESPP expense (see Note 13) | 674 |  |  | 622 |  |  | 1,975 |  |  | 1,837 |
Stock grants expense | — |  |  | — |  |  | 600 |  |  | 600 |
DCP elective participant deferrals expense (see Note 12) | — |  |  | 43 |  |  | — |  |  | 130 |
Total stock-based compensation expense (1) | $ | 18,042 |  |  | $ | 16,097 |  |  | $ | 55,037 |  |  | $ | 57,856 |
(1)As of September 30, 2025 and December 31, 2024, $2,162 and $1,556 remained in Accruals and other current liabilities in the consolidated balance sheets, respectively. Total stock‑based compensation expense is included in the consolidated statements of operations as follows:
| Three Months Ended |  | Nine Months Ended
| September 30, |  | September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Cost of subscriptions and licenses | $ | 984 |  |  | $ | 520 |  |  | $ | 3,034 |  |  | $ | 882 |
Cost of services | 563 |  |  | 705 |  |  | 1,871 |  |  | 2,343 |
Research and development | 5,601 |  |  | 5,018 |  |  | 16,654 |  |  | 14,981 |
Selling and marketing | 4,014 |  |  | 3,305 |  |  | 11,977 |  |  | 9,625 |
General and administrative | 6,880 |  |  | 6,549 |  |  | 21,501 |  |  | 30,025 |
Total stock-based compensation expense | $ | 18,042 |  |  | $ | 16,097 |  |  | $ | 55,037 |  |  | $ | 57,856 |
Stock‑based compensation expense is measured at the grant date fair value of the award and is recognized ratably over the requisite service period, which is generally the vesting period. Specifically for performance‑based RSUs, stock‑based compensation expense is measured at the grant date fair value of the award and is recognized ratably over the requisite service period based on the number of awards expected to vest at each reporting date. The Company accounts for forfeitures of equity awards as those forfeitures occur. Bentley Systems, Incorporated 2020 Omnibus Incentive Plan The Company’s 2020 Plan provides for the granting of stock, stock options, restricted stock, RSUs, and other stock‑based or performance‑based awards to certain directors, officers, colleagues, consultants, and advisors of the Company, and terminates in September 2030. The 2020 Plan provides that 25,000,000 shares of Class B common stock may be issued for equity awards. Equity awards that are expired, canceled, forfeited, or terminated for any reason will be available for future grant under the 2020 Plan. As of September 30, 2025, equity awards available for future grants under the 2020 Plan were 18,389,644. Restricted Stock and RSUs Under the 2020 Plan, the Company may grant both time‑based and performance‑based shares of restricted Class B common stock and RSUs to eligible colleagues. Time‑based awards generally vest ratably on each of the first four anniversaries of the grant date. Performance‑based awards vesting is determined by the achievement of certain business growth targets, which include growth in annualized recurring revenues (“ARR”), as well as actual bookings for perpetual licenses and non‑recurring services. Performance targets are generally set for annual performance periods. The following is a summary of unvested RSUs activity and related information:
|  |  |  |  |  |  | Time- |  | Performance-
|  |  |  |  |  |  | Based |  | Based
|  |  |  |  |  |  | Weighted |  | Weighted
|  |  |  |  |  |  | Average |  | Average
|  |  | Time- |  | Performance- |  | Grant Date |  | Grant Date
| Total |  | Based |  | Based |  | Fair Value |  | Fair Value
| RSUs |  | RSUs |  | RSUs |  | Per Share |  | Per Share
Unvested, December 31, 2024 | 3,417,009 |  |  | 3,067,703 |  | (1) | 349,306 |  | (2) | $ | 45.45 |  |  | $ | 44.83 |
Granted | 1,764,488 |  |  | 1,547,982 |  |  | 216,506 |  | (3) | $ | 40.81 |  |  | $ | 40.53 |
Vested | (1,220,396) |  |  | (905,492) |  |  | (314,904) |  |  | $ | 43.87 |  |  | $ | 43.84 |
Forfeited and canceled | (175,389) |  |  | (167,503) |  |  | (7,886) |  |  | $ | 42.59 |  |  | $ | 52.53 |
Unvested, September 30, 2025 | 3,785,712 |  | (4) | 3,542,690 |  |  | 243,022 |  |  | $ | 43.97 |  |  | $ | 42.02 |
(1)Includes 175,928 time‑based RSUs granted during the three months ended March 31, 2022 to certain officers and key employees, which cliff vested on January 31, 2025. Additionally, includes 300,964 time‑based RSUs granted during the three months ended June 30, 2024 to certain officers, which vest 20% on each of December 15, 2025, 2026, 2027, 2028, and 2029. (2)Primarily relates to the 2024 annual performance period. Includes 162,038 performance‑based RSUs granted during the year ended December 31, 2022 with extraordinary terms, which are described below. (3)Primarily relates to the 2025 annual performance period. Includes 10,493 additional shares earned based on the achievement of 2024 performance goals for performance-based RSUs granted during the year ended December 31, 2024. (4)Includes 41,621 RSUs which are expected to be settled in cash. During the year ended December 31, 2022, the Company granted 185,186 performance‑based RSUs to certain officers and key employees, which vest subject to the achievement of certain performance goals over a three‑year performance period (the “Performance Period”). For each year of the Performance Period, one‑third of the performance‑based RSUs were subject to a cliff, whereby no vesting of that portion would occur unless the Company’s applicable margin metrics (which, for 2022 was Adjusted EBITDA margin, and for 2023 and 2024 was AOI less SBC margin, excluding the impact of foreign currency exchange fluctuations) also equaled or exceeded the relevant target level for such year. Provided that the applicable margin targets were met, the total number of performance‑based RSUs that vested were determined by the achievement of growth targets, which included growth in ARR, as well as actual bookings for perpetual licenses and non‑recurring services. As of December 31, 2024, 162,038 of the aforementioned performance‑based RSUs were outstanding. On January 31, 2025, 162,038 performance‑based RSUs were determined to be vested based on the achievement of the performance goals during the Performance Period. The weighted average grant date fair values of RSUs granted were $40.78 and $50.66, for the nine months ended September 30, 2025 and 2024, respectively. During the nine months ended September 30, 2025 and 2024, restricted stock and RSUs were issued net of 277,595 and 171,314 shares, respectively, which were sold back to the Company to settle applicable income tax withholdings of $12,599 and $8,671, respectively. As of September 30, 2025, there was $111,329 of unrecognized compensation expense related to unvested time‑based RSUs, which is expected to be recognized over a weighted average period of approximately 1.9 years. As of September 30, 2025, there was $3,530 of unrecognized compensation expense related to unvested performance‑based RSUs, which is expected to be recognized over a weighted average period of approximately 0.5 years. Stock Grants For the nine months ended September 30, 2025 and 2024, the Company granted 12,591 and 11,391 fully vested shares of Class B common stock, respectively, with a fair value of $600.

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- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/505/tableOfContent + Details
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