Net Income Per Share Attributable to Bentley Systems Stockholders

9 Months Ended

Sep. 30, 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 September 30, 2025 and 2024, there were 206,013 and 352,730 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				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Numerator:
Net income attributable to Bentley Systems	$	57,373	$	42,338	$	219,223	$	184,694
Less: Net income attributable to Bentley Systems allocated to participating securities	(14)		(21)		(43)		(63)
Basic net income attributable to Bentley Systems stockholders	57,359		42,317		219,180		184,631
Add: Interest expense, net of tax, attributable to assumed conversion of convertible senior notes	1,721		1,723		5,005		5,164
Diluted net income attributable to Bentley Systems stockholders	$	59,080	$	44,040	$	224,185	$	189,795

Denominator:
Basic weighted average shares	314,626,191		315,207,216		314,826,779		314,820,679
Dilutive effect of stock options, restricted stock, and RSUs	1,162,029		941,136		813,284		1,221,222
Dilutive effect of ESPP	11,397		7,498		59,811		48,738
Dilutive effect of assumed conversion of convertible senior notes	17,477,861		17,633,786		17,514,821		17,633,786
Diluted weighted average shares	333,277,478		333,789,636		333,214,695		333,724,425

Net income per share attributable to Bentley Systems stockholders:
Basic	$	0.18	$	0.13	$	0.70	$	0.59
Diluted	$	0.18	$	0.13	$	0.67	$	0.57

There were no anti‑dilutive securities for the three months ended September 30, 2025 or 2024. For the nine months ended September 30, 2025, 185,090 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 nine months ended September 30, 2024.