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 may issue performance-based RSUs that meet the definition of participating securities, as the holders are entitled to non-forfeitable dividend rights upon the declaration of dividends on the Company’s common stock. As of June 30, 2026, no participating securities were outstanding and as of June 30, 2025, 206,013 participating securities were outstanding.

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,
	2026		2025		2026		2025
Numerator:
Net income attributable to Bentley Systems	$	78,573	$	70,482	$	173,959	$	161,850
Less: Net income attributable to Bentley Systems allocated to participating securities	—		(11)		—		(29)
Basic net income attributable to Bentley Systems stockholders	78,573		70,471		173,959		161,821
Add: Interest expense, net of tax, attributable to assumed conversion of convertible senior notes	873		1,714		1,882		3,283
Diluted net income attributable to Bentley Systems stockholders	$	79,446	$	72,185	$	175,841	$	165,104

Denominator:
Basic weighted average shares	311,784,740		314,622,491		312,227,764		314,894,050
Dilutive effect of RSUs	26,562		574,768		291,769		638,912
Dilutive effect of ESPP	237,593		148,900		126,710		84,019
Dilutive effect of assumed conversion of convertible senior notes	6,908,797		17,477,861		7,789,552		17,533,301
Diluted weighted average shares	318,957,692		332,824,020		320,435,795		333,150,282

Net income per share attributable to Bentley Systems stockholders:
Basic	$	0.25	$	0.22	$	0.56	$	0.51
Diluted	$	0.25	$	0.22	$	0.55	$	0.50

RSUs of 3,518,084 and 314,348 for the three months ended June 30, 2026 and 2025, respectively, and 2,133,053 and 277,635 for the six months ended June 30, 2026 and 2025, respectively, were excluded from the calculation of diluted net income per share attributable to Bentley Systems stockholders because their effect would have been anti‑dilutive.

The Company repaid the 2026 Notes at maturity on January 15, 2026, and no shares of the Company’s Class B common stock were issued upon settlement. Following the repayment, the 2026 Notes no longer represent potential common shares and were excluded from the dilutive effect of assumed conversion for periods after that date.