BENTLEY SYSTEMS INCBSY
BENTLEY SYSTEMS INC Earnings Per Share Disclosure
Net Income Per Share Attributable to Bentley Systems Stockholders
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 December 31, 2025, 2024, and 2023, there were 207,829, 349,306, and 365,641 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.
The details of basic and diluted net income per share attributable to Bentley Systems stockholders are as follows:
| Year Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Numerator: | ||||||||||||||||||||
Net income attributable to Bentley Systems | $ | 277,861 | $ | 234,787 | $ | 326,787 | ||||||||||||||
Less: Net income attributable to Bentley Systems allocated to participating securities | (58) | (84) | (74) | |||||||||||||||||
Basic net income attributable to Bentley Systems stockholders | 277,803 | 234,703 | 326,713 | |||||||||||||||||
| Add: Interest expense, net of tax, attributable to assumed conversion of convertible senior notes | 6,720 | 6,880 | 6,874 | |||||||||||||||||
Diluted net income attributable to Bentley Systems stockholders | $ | 284,523 | $ | 241,583 | $ | 333,587 | ||||||||||||||
| Denominator: | ||||||||||||||||||||
| Basic weighted average shares | 314,690,707 | 314,886,615 | 312,358,823 | |||||||||||||||||
| Dilutive effect of stock options, restricted stock, and RSUs | 807,288 | 1,185,014 | 2,435,456 | |||||||||||||||||
| Dilutive effect of ESPP | 85,637 | 68,752 | 75,568 | |||||||||||||||||
| Dilutive effect of assumed conversion of convertible senior notes | 17,505,581 | 17,633,786 | 17,633,786 | |||||||||||||||||
| Diluted weighted average shares | 333,089,213 | 333,774,167 | 332,503,633 | |||||||||||||||||
Net income per share attributable to Bentley Systems stockholders: | ||||||||||||||||||||
| Basic | $ | 0.88 | $ | 0.75 | $ | 1.05 | ||||||||||||||
| Diluted | $ | 0.85 | $ | 0.72 | $ | 1.00 | ||||||||||||||
For the year ended December 31, 2025, 139,424 RSUs 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 years ended December 31, 2024 or 2023.
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. Subsequent to repayment, the 2026 Notes no longer represent potential common shares and, as a result, approximately 10 million shares will be excluded from the calculation of diluted weighted average shares.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
| 2023 | Feb 27, 2024 | |
| 2022 | Feb 28, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Mar 2, 2021 | |
About Earnings Per Share Disclosures
The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.
Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.