Common Stock |
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Jun. 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Common Stock | Common Stock BSY Stock Repurchase Program The Company’s Board of Directors approved 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 through June 30, 2026. As of June 30, 2025, $113,358 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 six months ended June 30, 2025, the Company repurchased 1,173,041 shares for $50,023, and $10,000 aggregate principal amount of the Company’s outstanding 2026 Notes for $9,797 (see Note 10) under the Repurchase Program. During the six months ended June 30, 2024, the Company repurchased 729,681 shares for $37,515 under the Repurchase Program. Common Stock Issuances, Sales, and Repurchases During the six months ended June 30, 2025, the Company issued 1,572,829 shares of Class B common stock to DCP participants in connection with distributions from the plan, net of 274,556 shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $11,165. During the six months ended June 30, 2024, the Company issued 2,474,063 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 six months ended June 30, 2024. During the six months ended June 30, 2025, the Company issued 49,545 shares of Class B common stock in connection with Bonus Plan incentive compensation, net of 20,779 shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $902. During the six months ended June 30, 2024, the Company issued 168,291 shares of Class B common stock in connection with the Bonus Plan incentive compensation. There were no shares sold back to the Company as they were issued on a gross basis during the six months ended June 30, 2024. During the six months ended June 30, 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. The total intrinsic value of stock options exercised for the six months ended June 30, 2024 was $40,775. Dividends The Company declared cash dividends during the periods presented as follows:
Global Employee Stock Purchase Plan During the six months ended June 30, 2025, colleagues who elected to participate in the Bentley Systems, Incorporated Global Employee Stock Purchase Plan (the “ESPP”) purchased a total of 130,212 shares of Class B common stock, net of shares withheld, resulting in cash proceeds to the Company of $5,312. Of the total 133,840 shares purchased, 3,628 shares were sold back to the Company to pay for applicable income tax withholdings of $169. During the six months ended June 30, 2024, colleagues who elected to participate in the ESPP purchased a total of 122,020 shares of Class B common stock, net of shares withheld, resulting in cash proceeds to the Company of $5,560. Of the total 125,374 shares purchased, 3,354 shares were sold back to the Company to pay for applicable income tax withholdings of $175. As of June 30, 2025 and December 31, 2024, $6,271 and $5,577 of ESPP withholdings via colleague payroll deduction were recorded in Accruals and other current liabilities in the consolidated balance sheets, respectively. As of June 30, 2025, shares of Class B common stock available for future issuance under the ESPP were 23,888,248.
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