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    Bentley Systems Incorporated filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

    10/14/25 4:15:45 PM ET
    $BSY
    Computer Software: Prepackaged Software
    Technology
    Get the next $BSY alert in real time by email
    false 0001031308 0001031308 2025-10-14 2025-10-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

     

    FORM 8-K

     

     

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

     

    Date of Report (Date of earliest event reported): October 14, 2025

     

     

     

    BENTLEY SYSTEMS, INCORPORATED

    (Exact name of registrant as specified in its charter)

     

     

     

    Delaware 001-39548 95-3936623
    (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
         
    685 Stockton Drive    
    Exton, Pennsylvania   19341
    (Address of principal executive offices)   (Zip Code)

     

    Registrant’s telephone number, including area code: (610) 458-5000

     

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class   Trading Symbol   Name of each exchange on which registered
    Class B Common Stock, $0.01 Par Value   BSY   The Nasdaq Stock Market LLC

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    Emerging growth company ¨

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

     

     

     

     

     

     

    Item 8.01 Other Events.

     

    On October 14, 2025, in accordance with the Indenture (the “Indenture”) dated as of January 26, 2021, between Bentley Systems, Incorporated (the “Company”) and Wilmington Trust, National Association, as Trustee, relating to the Company’s 0.125% Convertible Senior Notes due 2026 (the “Notes”), the Company gave notice to the Trustee, the Conversion Agent and the Holders (each as defined in the Indenture) that the Company elected to change the “Default Settlement Method” (as defined in the Indenture) for conversions of Notes to “Physical Settlement” (as defined in the Indenture). As a result, all conversions of Notes occurring on and after October 15, 2025 will be settled by delivery of shares of the Company’s Class B common stock using Physical Settlement in accordance with the Indenture.

     

    Item 9.01 Financial Statements and Exhibits.

     

    (d) Exhibits.

     

    Exhibit No.   Description
         
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

     

     

     

     

    SIGNATURE

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

        Bentley Systems, Incorporated
           
    Date: October 14, 2025   By: /s/ DAVID R. SHAMAN
        Name: David R. Shaman
        Title: Chief Legal Officer and Secretary

     

     

     

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