v3.26.1
Long‑Term Debt
6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Long-Term Debt Long-Term Debt
Long‑term debt consists of the following:
June 30, 2026December 31, 2025
Credit Facility:
Revolving loan facility due October 2029$95,906 $— 
Term loan due October 2029550,000 — 
Convertible senior notes due January 2026 (the “2026 Notes”)— 677,830 
Convertible senior notes due July 2027 (the “2027 Notes”)575,000 575,000 
Unamortized debt issuance costs(3,726)(3,918)
Total debt1,217,180 1,248,912 
Less: Current portion of long-term debt(6,875)— 
Total long-term debt$1,210,305 $1,248,912 
The Company had $150 of letters of credit outstanding as of June 30, 2026 and December 31, 2025 under its second amended and restated credit agreement, entered into on October 18, 2024 with a syndicate of banks (the “Credit Facility”). As of June 30, 2026 and December 31, 2025, the Company had $1,203,944 and $1,299,850, respectively, available under the Credit Facility.
On April 23, 2026, the Company entered into a First Amendment and Incremental Facility Agreement to the Credit Facility with a syndicate of banks (the “First Amendment”), which provided for a new $550,000 senior secured term loan (the “Term Loan”). The maturity date of the Term Loan is October 18, 2029, subject to a “incremental term maturity date” on the date that is 91 days prior to the maturity date of the Company’s outstanding convertible debt, unless on such date the Company meets certain liquidity requirements. Voluntary prepayments under the Term Loan are permitted at any time without payment of any prepayment premiums. The Term Loan is subject to quarterly amortization equal to 1.25% of the initial aggregate principal amount of the Term Loan, on the last business day of each fiscal quarter of the Company commencing on June 30, 2027. Debt issuance costs related to the Term Loan were not material. The Company used the Term Loan borrowings to repay portions of the revolving indebtedness outstanding under the Credit Facility.
The Term Loan borrowings under the Credit Facility, bear interest, at the Company’s option, at the Alternative Base Rate or Term Secured Overnight Financing Rate (“SOFR”) that reset every one, three, or six months. Under the Term SOFR elections, Term Loan borrowings bear an interest rate of the applicable Term SOFR rate, plus a spread ranging from 100 bps to 200 bps as determined by the Company’s net leverage ratio. Under the non‑Term SOFR elections, Term Loan borrowings bear a base interest rate of the highest of (i) the prime rate, (ii) the overnight bank funding effective rate plus 50 bps, or (iii) the daily simple SOFR rate plus 100 bps, plus a spread ranging from 0 bps to 100 bps as determined by the Company’s net leverage ratio.
The 2026 Notes matured on January 15, 2026. Upon maturity, the Company repaid $678,254, which consisted of the remaining outstanding principal balance and accrued interest on the 2026 Notes using borrowings under the Credit Facility and available cash on hand. The capped call options entered into in connection with the pricing of the 2026 Notes expired on January 15, 2026.
During the first quarter of 2025, the Company paid $9,797 in cash to repurchase $10,000 aggregate principal amount of its outstanding 2026 Notes through open market transactions resulting in an insignificant gain, which was recorded in Other income (expense), net in the consolidated statements of operations for the six months ended June 30, 2025. The 2026 Notes were repurchased under the BSY Stock Repurchase Program (the “Repurchase Program”) authorization (see Note 13).
As of June 30, 2026 and December 31, 2025, the Company was in compliance with all debt covenants. Furthermore, none of the conditions to early convert had been met for the 2027 Notes as of June 30, 2026 and December 31, 2025.
Interest Expense, Net
Interest expense, net consists of the following:
Three Months EndedSix Months Ended
June 30,June 30,
2026202520262025
Contractual interest expense$(8,453)$(1,932)$(15,977)$(4,375)
Amortization of deferred debt issuance costs(1,054)(1,894)(2,189)(3,788)
Other interest expense
(53)(30)(83)(101)
Interest income457 337 946 937 
Total interest expense, net$(9,103)$(3,519)$(17,303)$(7,327)
The weighted average interest rate on borrowings under the Credit Facility were 5.00% and 6.24% for the three months ended June 30, 2026 and 2025, respectively, and 5.15% and 6.22% for the six months ended June 30, 2026 and 2025, respectively.