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 June 30, 2025 and 2024, there were 206,013 and 356,167 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.


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
Numerator:
Net income attributable to Bentley Systems	$	70,482	$	72,046	$	161,850	$	142,356
Less: Net income attributable to Bentley Systems allocated to participating securities	(11)		(21)		(29)		(42)
Basic net income attributable to Bentley Systems stockholders	70,471		72,025		161,821		142,314
Add: Interest expense, net of tax, attributable to assumed conversion of convertible senior notes	1,714		1,717		3,283		3,440
Diluted net income attributable to Bentley Systems stockholders	$	72,185	$	73,742	$	165,104	$	145,754

Denominator:
Basic weighted average shares	314,622,491		314,980,580		314,894,050		314,660,906
Dilutive effect of stock options, restricted stock, and RSUs	574,768		1,036,506		638,912		1,361,265
Dilutive effect of ESPP	148,900		130,112		84,019		69,358
Dilutive effect of assumed conversion of convertible senior notes	17,477,861		17,633,786		17,533,301		17,633,786
Diluted weighted average shares	332,824,020		333,780,984		333,150,282		333,725,315

Net income per share attributable to Bentley Systems stockholders:
Basic	$	0.22	$	0.23	$	0.51	$	0.45
Diluted	$	0.22	$	0.22	$	0.50	$	0.44

For the three and six months ended June 30, 2025, 314,348 and 277,635 RSUs, respectively, 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 or six months ended June 30, 2024.