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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

BENTLEY SYSTEMS, INCORPORATED

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required

☐

Fee paid previously with preliminary materials

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Dear Stockholder:

Please join us for Bentley Systems, Incorporated’s Annual Meeting of Stockholders on Thursday, May 21, 2026, at 11:00 a.m., Eastern Time, which will be held in a virtual meeting format only and will be conducted via live audio webcast. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting via a live audio webcast by visiting www.meetnow.global/BSY2026.

Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the meeting. This Proxy Statement and the enclosed proxy card and annual report are first being sent to stockholders on or about April 10, 2026. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions by proxy.

Whether or not you plan to attend the meeting, your vote is important to us. You may vote your shares by proxy on the Internet, by telephone or by completing, signing and promptly returning a proxy card, or you may vote via the Internet at the Annual Meeting. We encourage you to vote by Internet, by telephone, or by proxy card in advance, even if you plan to attend the Annual Meeting. By doing so, you will ensure that your shares are represented and voted at the Annual Meeting.

Thank you for your continued support of Bentley Systems, Incorporated.

Sincerely,

[MISSING IMAGE: sg_gregorysbentley-bw.jpg]

Gregory S. Bentley
Executive Chairperson and President

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BENTLEY SYSTEMS, INCORPORATED

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

	TIME			11:00 a.m., Eastern Time, on Thursday, May 21, 2026
	VIRTUAL LOCATION			You can attend the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting, by visiting www.meetnow.global/BSY2026. You will need to have your control number included on your proxy card or the instructions that accompanied your proxy materials in order to join the Annual Meeting. Stockholders participating in the virtual meeting are deemed to be present in person at the Annual Meeting. Further instructions on how to participate in and vote at the Annual Meeting are available at www.meetnow.global/BSY2026.
	ITEMS OF BUSINESS			1. To elect the director nominees listed in the Proxy Statement. 2. To hold an advisory (non-binding) vote to approve the compensation of our named executive officers. 3. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2026. 4. To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.
	RECORD DATE			You may vote at the Annual Meeting if you were a stockholder of record at the close of business on March 31, 2026.
	VOTING BY PROXY			To ensure your shares are voted, you may vote your shares over the Internet, by telephone, or by completing, signing and mailing the enclosed proxy card. Voting procedures are described on the following page and on the proxy card.

By Order of the Board of Directors,

David R. Shaman
Chief Legal Officer and Secretary
April 10, 2026

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on Thursday, May 21, 2026: This Proxy Statement and our Annual Report are available free of charge at www.envisionreports.com/BSY. A list of the stockholders of record at the close of business on March 31, 2026 will also be available electronically during the Annual Meeting at www.meetnow.global/BSY2026.

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Proxy Voting Methods

If you were a stockholder of record at the close of business on March 31, 2026, you may vote your shares over the Internet at the Annual Meeting. If you were a stockholder of record, you may vote your shares in advance over the Internet, by telephone, or by mail. You may also revoke your proxies at the times and in the manners described in the General Information section of this Proxy Statement. For shares held through a broker, bank, or other nominee, you may submit voting instructions to your broker, bank or other nominee. Please refer to information from your broker, bank or other nominee on how to submit voting instructions.

If you are a stockholder of record, your Internet, telephone or mail vote must be received by 11:59 p.m., Eastern Time, on May 20, 2026 to be counted. If you hold shares through a broker, bank or other nominee, please refer to information from your broker, bank or nominee for voting instructions.

To vote by proxy if you are a stockholder of record:

By Internet

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Go to the website www.envisionreports.com/BSY and follow the instructions, 24 hours a day, seven days a week.

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You will need the control number included on your proxy card to obtain your records and to create an electronic voting instruction form.

By Telephone

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From a touch-tone telephone, dial the telephone number included on your proxy card (1-800-652-VOTE (8683)) and follow the recorded instructions, 24 hours a day, seven days a week.

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You will need the control number included on your proxy card in order to vote by telephone.

By Mail

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Mark your selections on the proxy card.

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Date and sign your name exactly as it appears on your proxy card.

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Mail the proxy card in the enclosed postage-paid envelope provided to you.

YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING.

Proxy Voting Methods

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	GENERAL INFORMATION					5
	CORPORATE GOVERNANCE MATTERS					10
	Corporate Governance Practices					10
	Director Independence and Independence Determinations					11
	Code of Conduct					11
	Stock Ownership Guidelines					12
	Clawback Policy					12
	Insider Trading Policy; Hedging					12
	Impact at Bentley Systems					13
	Colleague Belonging and Inclusion					13
	Environmental Sustainability					14
	Sustainable and Resilient Infrastructure — Impact					14
	Colleague Success					15
	Serving Our Communities					16
	Stockholder Engagement					16
	Director Nomination Process					17
	Controlled Company Exception and Bentley Family Ownership					19
	Leadership Structure					19
	Executive Sessions					19
	Communications with the Board					20
	Board Committees and Meetings					20
	Audit Committee					20
	Sustainability Committee					21
	Nominating Committee					22
	Committee Charters and Corporate Governance Guidelines					23
	Oversight of Risk Management					23
	EXECUTIVE OFFICERS OF THE COMPANY					24
	PROPOSAL NO. 1 — ELECTION OF DIRECTORS					26
	PROPOSAL NO. 2 — ADVISORY (NON-BINDING) VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS					31
	PROPOSAL NO. 3 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					32
	REPORT OF THE AUDIT COMMITTEE					34
	COMPENSATION DISCUSSION & ANALYSIS					35
	Executive Summary					35
	Our Fiscal 2025 Performance Highlights					35
	How We Pay for Performance: 2025 Compensation Highlights					36

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	Advisory “Say-on-Pay” Vote					37
	Our Compensation Practices					37
	Compensation Philosophy and Objectives					37
	Primary Elements of Compensation					38
	Compensation Determination Process					39
	Use of Market Data and Peer Group Analysis					40
	2025 Executive Compensation Details					41
	Additional Compensation Practices and Policies					46
	SUSTAINABILITY COMMITTEE REPORT ON EXECUTIVE COMPENSATION					51
	EXECUTIVE AND DIRECTOR COMPENSATION					52
	Summary Compensation Table					52
	Grants of Plan-Based Awards in 2025					54
	Outstanding Equity Awards as of December 31, 2025					55
	Option Exercises and Stock Vested in 2025					56
	Fiscal Year 2025 Pension Benefits					56
	Nonqualified Deferred Compensation					56
	Potential Payments Upon Termination or Change in Control					57
	Compensation of Directors					59
	PAY RATIO DISCLOSURE					61
	PAY VERSUS PERFORMANCE					62
	EQUITY COMPENSATION PLAN INFORMATION					66
	OWNERSHIP OF SECURITIES					67
	TRANSACTIONS WITH RELATED PERSONS					70
	STOCKHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING					72
	HOUSEHOLDING OF PROXY MATERIALS					73
	OTHER BUSINESS					74
	Appendix A: Non-GAAP Financial Measures					A-1

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BENTLEY SYSTEMS, INCORPORATED

PROXY STATEMENT
Annual Meeting of Stockholders
May 21, 2026

General Information

Why Am I Being Provided With These Materials?

This Proxy Statement and the enclosed proxy card and annual report are first being sent to stockholders on or about April 10, 2026. We have delivered these proxy materials to you in connection with the solicitation by the Board of Directors (the “Board” or “Board of Directors”) of Bentley Systems, Incorporated (“we,” “our,” “us,” the “Company,” “Bentley” or “Bentley Systems”) of proxies to be voted at our Annual Meeting of Stockholders to be held on May 21, 2026 (the “Annual Meeting”), and at any postponements or adjournments of the Annual Meeting.

You are invited to attend the Annual Meeting and vote your shares via the Internet or to vote your shares in advance by proxy via the Internet, by telephone or by mail.

What Am I Voting On?

There are three proposals scheduled to be voted on at the Annual Meeting:

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Proposal No. 1: Election of the director nominees listed in this Proxy Statement.

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Proposal No. 2: Advisory (non-binding) vote to approve the compensation of our named executive officers.

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Proposal No. 3: Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2026.

Who Is Entitled To Vote?

Stockholders as of the close of business on March 31, 2026 (the “Record Date”) may vote at the Annual Meeting or any postponement or adjournment thereof. As of that date, we had outstanding 11,515,127 shares of Class A common stock, 291,731,567 shares of Class B common stock and no shares of preferred stock. The holders of our Class A common stock are entitled to 29 votes per share, and holders of our Class B common stock (which is the only class that is publicly traded and listed) are entitled to one vote per share held as of the Record Date, in each case including shares:

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held directly in the holder’s name as “stockholder of record” (also referred to as “registered stockholder”); and

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held for the holder in an account with a broker, bank or other nominee (shares held in “street name”). Street name holders generally cannot vote their shares directly and instead must instruct the brokerage firm, bank or nominee how to vote their shares.

Holders of our Class A common stock and Class B common stock vote together as a single class, unless otherwise required by our amended and restated certificate of incorporation or law.

General Information

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What Constitutes a Quorum?

The presence in person or by proxy of the holders of a majority in voting power of the shares of capital stock of the Company issued and outstanding and entitled to vote at the meeting constitutes a quorum. Abstentions and shares represented by “broker non-votes” that are present and entitled to vote at the Annual Meeting are counted for purposes of determining a quorum.

What Is a “Broker Non-Vote”?

A broker non-vote occurs when shares held through a broker are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at its discretion. Only Proposal No. 3 is considered a discretionary matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on this proposal.

How Many Votes Are Required To Approve Each Proposal?

For Proposal No. 1, under our amended and restated bylaws (the “Bylaws”), directors are elected by a plurality vote, which means that the director nominees with the greatest number of votes cast, even if less than a majority, will be elected. There is no cumulative voting.

For Proposal Nos. 2 and 3, approval of each proposal requires the vote of the holders of a majority in voting power of the shares of capital stock of the Company issued and outstanding, whether such holders are present in person or by proxy.

As it relates to Proposal No. 3, it is important to note that the proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2026 is non-binding and advisory. While the ratification of KPMG LLP as our independent registered public accounting firm is not required by our Bylaws or otherwise, if our stockholders fail to ratify the selection, we will consider it notice to the Board and the Audit Committee to consider the selection of a different firm.

How Are Votes Counted?

Regarding the election of directors (Proposal No. 1), you may vote “FOR” or “WITHHOLD” with respect to each nominee. Votes that are “withheld” will not count as a vote “FOR” or “AGAINST” a director because directors are elected by plurality voting. Broker non-votes will have no effect on the outcome of Proposal No. 1.

With respect to the advisory non-binding vote on the approval of the compensation of our named executive officers (Proposal No. 2), you may vote “FOR”, “AGAINST,” or “ABSTAIN.” Abstentions are not considered votes for or against such proposal and, thus, will have no effect on the outcome of it. Broker non-votes will also have no effect on the outcome of this proposal.

With respect to the ratification of our independent registered public accounting firm (Proposal No. 3), you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions will be counted as a vote “AGAINST” Proposal No. 3.

If you sign and submit your proxy card without voting instructions, your shares will be voted in accordance with the recommendation of the Board with respect to the Proposals and in accordance with the discretion of the holders of the proxy with respect to any other matters that may be voted upon.

General Information

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How Does the Board Recommend That I Vote?

Our Board recommends that you vote your shares:

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“FOR” each of the director nominees listed in this Proxy Statement.

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“FOR” the approval of the compensation of our named executive officers.

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“FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2026.

Who Will Count the Vote?

The Company’s transfer agent and registrar, Computershare Inc., will tally the vote.

How Do I Vote My Shares Without Attending the Annual Meeting?

If you are a stockholder of record, you may vote by authorizing a proxy to vote on your behalf at the Annual Meeting. Specifically, you may authorize a proxy:

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By Internet — If you have Internet access, you may submit your proxy by going to www.envisionreports.com/BSY and by following the instructions on how to complete an electronic proxy card. You will need the control number included on your proxy card in order to vote by Internet.

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By Telephone — If you have access to a touch-tone telephone, you may submit your proxy by dialing the telephone number included on your proxy card (1-800-652-VOTE (8683)) and by following the recorded instructions. You will need the control number included on your proxy card in order to vote by telephone.

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By Mail — You may vote by mail by signing and dating the enclosed proxy card where indicated and by mailing or otherwise returning the card in the postage-paid envelope provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.

Internet and telephone voting facilities will close at 11:59 p.m., Eastern Time, on May 20, 2026 for the voting of shares held by stockholders of record as of the Record Date. Proxy cards with respect to shares held of record must be received no later than May 20, 2026.

If you hold your shares in street name, you may submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your bank, broker or other nominee on how to submit voting instructions.

How Do I Attend and Vote My Shares at the Virtual Annual Meeting?

This year’s Annual Meeting will be a completely “virtual” meeting of stockholders. You may attend the Annual Meeting via the Internet. Any stockholder can attend the Annual Meeting live online at www.meetnow.global/BSY2026. A summary of the information you need to attend the Annual Meeting and vote via the Internet is provided below:

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instructions on how to attend and participate via the internet, including how to demonstrate proof of stock ownership, are posted at www.meetnow.global/BSY2026;

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assistance with questions regarding how to attend and participate via the internet will be provided at www.meetnow.global/BSY2026 on the day of the Annual Meeting;

General Information

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stockholders may vote and submit questions while attending the Annual Meeting via the Internet; and

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you will need the control number that is included on your proxy card or the instructions that accompanied your proxy materials in order to enter the Annual Meeting and to vote during the Annual Meeting.

Note: If you are a registered stockholder, you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you receive.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet. To register to attend the Annual Meeting online by webcast, you must submit proof of your proxy power (legal proxy) reflecting your Company holdings along with your name and email address to Computershare. Requests for registration must be labeled “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 18, 2026. You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed to:

	By E-Mail:			By Mail:
	Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com			Computershare Bentley Systems, Incorporated Legal Proxy P.O. Box 43001 Providence, RI 02940-3001

Will I Be Able To Participate in the Online Annual Meeting on the Same Basis I Would Be Able To Participate in a Live Annual Meeting?

To enable increased stockholder accessibility, improve meeting efficiency and reduce costs, the Annual Meeting will be held in a virtual meeting format only and will be conducted via live audio webcast. The online meeting format for the Annual Meeting will enable full and equal participation by all our stockholders from any place in the world at little to no cost.

We designed the format of the online Annual Meeting to ensure that our stockholders who attend our Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation and communication through online tools. We plan to take the following steps to provide for such an experience:

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providing stockholders with the ability to submit appropriate questions up to 15 minutes in advance of the meeting;

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providing stockholders with the ability to submit appropriate questions real-time via the meeting website, limiting questions to one per stockholder unless time otherwise permits; and

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answering as many questions submitted in accordance with the meeting rules of conduct as appropriate in the time allotted for the meeting.

What Does It Mean if I Receive More Than One Proxy Card on or About the Same Time?

It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please sign and return each proxy card or, if you vote by Internet or telephone, vote once for each proxy card you receive.

General Information

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May I Change My Vote or Revoke My Proxy?

Yes. Whether you have voted by Internet, telephone or mail, if you are a stockholder of record, you may change your vote and revoke your proxy by:

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sending a written statement to that effect to our Secretary, provided such statement is received no later than May 20, 2026;

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voting by Internet or telephone at a later time than your previous vote and before the closing of those voting facilities at 11:59 p.m., Eastern Time, on May 20, 2026;

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submitting a properly signed proxy card, which has a later date than your previous vote, and that is received no later than May 20, 2026; or

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attending the virtual Annual Meeting and voting online.

If you hold shares in street name, please refer to information from your bank, broker or other nominee on how to revoke or submit new voting instructions.

Could Other Matters Be Decided at the Annual Meeting?

As of the date of this Proxy Statement, we do not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

Who Will Pay for the Cost of This Proxy Solicitation?

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees of the Company (for no additional compensation) in person or by telephone, electronic transmission, and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

General Information

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Corporate Governance Matters

Corporate Governance Highlights

Board Matters			Alignment with Stockholder Interests
✓ Lead Independent Director ✓ Audit, Sustainability and Nominating Composed Entirely of Independent Directors ✓ Regular Executive Sessions of the Independent Directors ✓ Robust Code of Business Conduct ✓ Robust Insider Trading Policy and Practices ✓ Continuing Active Oversight of Impact Strategy ✓ Committee Authority to Retain Independent Advisors ✓ Stock Ownership Guidelines for Directors			✓ No “Poison Pill” (Stockholders’ Rights Plan) ✓ Stock Ownership Guidelines for Executives and Directors ✓ All Directors Elected Annually (No Classified Board Structure) ✓ Clawback Policy ✓ Strong Community Involvement ✓ Commitment to Stockholder Engagement ✓ Annual “Say on Pay” Vote ✓ Alignment of Compensation Performance Metrics with Stockholder Interests

Corporate Governance Practices

Our Board directs and oversees the management of the business and affairs of the Company in a manner consistent with the best interests of the Company and its stockholders. Our Board’s responsibility is one of oversight, and in performing its oversight role, our Board serves as the ultimate decision-making body of the Company, except for those matters reserved for the Company’s stockholders. Our Board selects and oversees the members of senior management, who are charged by the Board with conducting the business of the Company.

Our Board exercises direct oversight of strategic risks to the Company, including through regular updates at Board meetings from management regarding key areas of risk and the manner in which the Company keeps abreast of and manages such risks. The Audit Committee reviews guidelines and policies governing the process by which management assesses and manages the risks faced by the Company, including the Company’s major financial and operational risk exposures and the steps management takes to monitor and control such exposures, and receives updates from the Company’s Chief Compliance Officer regarding any areas of concern or internal reports from colleagues. The Sustainability Committee reviews compensation policies and practices of the Company and oversees and evaluates programs and risks associated with Board organization, structure, corporate governance and social responsibility, including matters related to environmental, social and governance trends. The Nominating Committee oversees the selection, nomination and evaluation of candidates for election or re-election to our Board and its Committees. The Audit Committee and the Sustainability Committee report to the Board at least quarterly. The Nominating Committee reports to the Board at least twice per year or more often as circumstances require. Throughout 2025, the Board exercised its ongoing oversight role over risks impacting the Company, including cybersecurity risks and the risks and opportunities related to artificial intelligence, by way of reports from executive management.

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Our Board, through the Sustainability Committee, evaluates the Company’s corporate governance policies on an ongoing basis with a view towards maintaining the strong corporate governance practices in the context of the Company’s current business environment and aligning our governance practices closely with the interests of our stockholders. Our Board and management value the perspective of our stockholders and encourage stockholders to communicate with the Board as described under “— Communications with the Board” below.

Director Independence and Independence Determinations

Under our Corporate Governance Guidelines and Nasdaq rules, a director is not independent unless our Board of Directors affirmatively determines that he or she does not have a relationship which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our Corporate Governance Guidelines define independence in accordance with the independence definition in the current Nasdaq corporate governance standards for listed companies. For so long as we qualify as a “controlled company” within the meaning of Nasdaq rules, we are exempt from compliance with certain corporate governance standards, including the requirement that a majority of the Board of Directors consists of independent directors. Subject to our reliance on the exemption available to controlled companies and any applicable transition periods, the Board is required under our Corporate Governance Guidelines to make an affirmative determination periodically as to the independence of each director. In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in the Nasdaq independence definition, our Board of Directors will determine, considering all relevant facts and circumstances, whether such relationship is material.

Based upon information requested from, and provided by, each director concerning his or her background, employment and affiliations, including family and other relationships such as those relationships described in the section titled “Transactions With Related Persons,” our Board of Directors has three independent directors. Specifically, our Board of Directors has determined that each of Kirk B. Griswold, Janet B. Haugen and Brian F. Hughes does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that he or she is “independent” as that term is defined under Rule 5605(a)(2) of the Nasdaq Listing Rules.

Code of Conduct

We maintain a Code of Conduct that is applicable to all of our directors, officers and colleagues, including our Chief Executive Officer, Executive Chairperson and President, Chief Financial Officer and Chief Accounting Officer, and other senior officers. The Code of Conduct sets forth our policies and expectations on a number of topics, including conflicts of interest, corporate opportunities, confidentiality, compliance with laws (including insider trading laws), use of our assets and business conduct and fair dealing. The Code of Conduct also satisfies the requirements for a code of ethics, as defined by Item 406 of Regulation S-K promulgated by the United States (“U.S.”) Securities and Exchange Commission (the “SEC”). The Code of Conduct may be found on our website at https://investors.bentley.com/corporate-governance/governance-documents.

We will disclose within four business days any substantive amendments to the Code of Conduct, or waivers of the Code of Conduct granted to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website rather than by filing a Form 8-K.

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Stock Ownership Guidelines

The Board, through the Sustainability Committee, has adopted Stock Ownership Guidelines for Bentley Systems’ directors and executive officers to further align the interests of the directors and executive officers with the interests of stockholders and to reinforce our commitment to sound corporate governance.

All officers who participate in the Company’s executive compensation programs — not just our named executive officers — are required to own Company stock, specifically: (i) at least one times base salary in Company stock for non-named executive officers; (ii) at least two times base salary in Company stock for named executive officers and (iii) at least five times base salary in Company stock for the Company’s Chief Executive Officer. In addition, all non-executive directors are expected to own no less than three times his or her Board compensation in Company stock. For these purposes, stock owned includes shares held in the Company deferred compensation plan and vested awards.

These policies came into effect on December 1, 2021 with a three-year time period for compliance starting from the later of December 1, 2021 or the date of initial hire/appointment/election of each executive officer or non-employee director.

As of the Record Date, all non-employee directors and named executive officers met the stock ownership guidelines applicable to them.

Clawback Policy

In accordance with Nasdaq Listing Rules, the Company has implemented a clawback policy applicable to all of the Company’s executive officers. Both annual cash incentive payments and performance-based share awards are subject to the Company’s clawback policy under which amounts can be recouped in the case of an accounting restatement.

Insider Trading Policy; Hedging

The Company’s Insider Trading Policy governs the purchase, sale and/or other dispositions of our securities by directors, officers, and employees, together with their immediate family members and other persons living in their households. Our Insider Trading Policy requires our executive officers, directors and other insiders to consult the Company’s Chief Legal Officer prior to engaging in transactions involving the Company’s securities. In order to protect the Company from exposure under insider trading laws, executive officers and directors from time to time enter into pre-programmed trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Company’s Insider Trading Policy prohibits directors and employees (including officers) from trading in public options, warrants, puts and calls or similar public instruments on the Company’s securities or selling such securities short. In addition, directors and employees (including officers) are prohibited from engaging in any transactions (including variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of the Company’s equity securities without first receiving pre-clearance from the Company’s trading compliance officer.

We believe our Insider Trading Policy and related procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable Nasdaq standards. In addition, it is the practice of the Company to comply with applicable U.S. securities laws, including laws, rules and regulations related to trading in our securities. A copy of our Insider Trading Policy was filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2024.

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Corporate Social Responsibility

Impact at Bentley Systems

Around the world, infrastructure professionals rely on our software to help them design, build, and operate better and more resilient infrastructure for transportation, water, energy, cities, and more. Our greatest opportunity for impact is through the products and services we provide that empower our users to achieve outcomes that are more sustainable and resilient. Our global colleagues are our greatest asset, and our impact is fueled by their passion and determination. We are invested in supporting the success and wellbeing of our colleagues. We also have a passion for supporting the communities where we work and operate through our Bentley Education and Bentley Giving programs. We are committed to helping prepare the next generation of infrastructure professionals to realize our vision of a better and more resilient future. Bentley’s impact strategy is rooted in our passion for advancing infrastructure for better quality of life. The four pillars of this strategy include:

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Handprint — The ways in which we empower our users to design, build, and operate sustainable infrastructure and collaborate across enterprises to create a better and more resilient future for all.

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Environmental — The actions we are taking to minimize environmental impacts across the business by closely managing, monitoring, and improving our operations.

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Social — The programs and processes that foster an inclusive culture where our colleagues and communities can thrive and do the best work of their careers, as well as the ways we are helping to grow the pipeline of infrastructure engineers through education, recruitment, and community engagement.

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Governance — Our approach to effective governance is to ensure the highest level of accountability and compliance rigor.

The Sustainability Committee meets quarterly to assess the Company’s impact strategy and performance and is committed to ensuring that Bentley operates responsibly by continually working to improve the impacts of our operations through a sustainability mindset; by fostering an environment and culture of ethics, integrity, inclusion, and respect; and by protecting the privacy and data of our users. Bentley Systems’ executive management team has operational responsibility for our impact strategy, implementation, and accountability for performance on goals and objectives.

Our program has continued to garner third-party recognition, and in 2025, we were included in: (i) America’s Climate Leaders 2025, as recognized by USA Today; (ii) America’s Greenest Companies 2025 by Newsweek, Plant-A Insights, and GIST Impact; and (iii) TIME Magazine’s World’s Best Companies in Sustainable Growth 2025. We maintained “Prime” status in the ISS ESG Rankings, improved our MSCI score to AA, and Sustainalytics score to 12.6 (Low Risk).

As part of our impact strategy, we monitor emerging regulations in relevant jurisdictions and prepare to meet all applicable aspects of compliance. This includes preparing for future climate-related disclosures and assurance of relevant disclosures, to the extent required. We work diligently across functional groups to drive continual improvement of oversight, accuracy and controls for all our impact reporting.

Colleague Belonging and Inclusion

We are a global company with colleagues of different cultures, backgrounds, and perspectives based in more than 45 countries worldwide and speaking nearly 70 languages. We strive to build a culture where all colleagues feel a sense of belonging so that they can fully realize their potential and produce their best work.

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Our executive management team and senior leaders are integral partners in this mission, acting as executive sponsors for key Belonging and Inclusion initiatives. Our Inclusion, Diversity, and Equity Alliance (“IDEA”) program includes colleague-led resource groups, open to all colleagues, that empower their members to join peers from across the business and the globe to foster belonging and inclusion. Through events and programming, IDEA offers support, education, networking, and professional development opportunities to our global colleagues.

Environmental Sustainability

We are committed to environmental responsibility and aligning our business operations with the sustainable future our products enable. With our comprehensive range of software and solutions, worldwide presence, and commitment to environmental sustainability, Bentley is more than a software company — we are engaged members of the global community dedicated to advancing the world’s infrastructure. Advancing our infrastructure is key to addressing climate change and other environmental challenges and is essential to sustaining our economies and improving quality of life.

In 2025, we made progress on our science-based GHG reduction target to reduce Scope 1 and Scope 2 GHG emissions 50% by 2030 from a 2019 base year and to reduce Scope 3 emissions from purchased goods & services, fuel-& energy-related activities, upstream transportation and distribution, waste generated in operations, business travel, and employee commuting by 55% per dollar of gross profit within the same timeframe. .

Sustainable and Resilient Infrastructure — Impact

Our users make a difference. Their work is essential to creating more sustainable and resilient infrastructure. We empower our users through our infrastructure software and through services, events, and initiatives that facilitate the learning and sharing of best practices.

Current sustainability frameworks and metrics focus primarily on monitoring and reducing the negative environmental and social impacts linked to a company’s operations. At Bentley Systems, we have been more broadly focused on our “handprint” and the positive impact our software and services can make across sectors to boost sustainability and resilience. Our Chief Sustainability Officer leads our handprint initiatives.

Bentley software enables infrastructure professionals to design, build, and operate more sustainably across the entire infrastructure lifecycle, providing a complete, integrated view of an asset so professionals can optimize project delivery and ongoing performance. With a complete understanding of infrastructure in the wider “system of systems” in which they operate, engineers, owner-operators, and infrastructure professionals can create the right infrastructure and ensure it is built correctly.

Bentley Systems empowers our users to achieve sustainable outcomes across four core challenges:

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Energy Transition and Efficiency — Infrastructure digital twins enable the development of renewable energy generation, transmission, and distribution assets, supporting solar, wind, geothermal, and other sources. Equally crucial is optimizing design and operations to enhance energy efficiency, which not only reduces consumption but also lowers emissions and operational costs. By promoting smarter energy usage, we can accelerate the transition to cleaner energy while maximizing the effectiveness of existing assets.

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Climate Action and Resilience — While achieving full decarbonization is a challenging, long-term task, immediate adaptation and increased resilience are crucial to addressing the ongoing effects of climate change. It is time to reimagine what’s possible by leveraging data. AI‑powered infrastructure digital twins can accelerate adaptation of existing infrastructure and decarbonization of new assets.

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Land and Water Resources — Sustainable water management poses numerous challenges such as balancing supply-demand gaps and wastewater treatment. Population growth, urbanization, and the consequent need for more infrastructure also place more pressure on land resources and increase mining activities. We seek to help infrastructure professionals effectively manage those challenges and apply the concept of circularity. This includes finding holistic solutions for the efficient use and reuse of natural resources, materials, and infrastructure, and promoting strategies such as responsible mining and efficient water cycle management.

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Healthy Cities and Communities — We believe that cities are among our biggest challenges and opportunities when it comes to addressing climate adaptation. Technology plays a significant role in empowering cities to balance quality of life, health and inclusivity, while addressing key environmental challenges such as climate change and urban stressors like traffic and pollution.

Our vision is influenced by the unprecedented transformation that will need to happen in the upcoming years to achieve sustainable development goals and future-proof the world’s infrastructure. We will continue to shape our impact solutions and enhance our handprint to help address these critical challenges.

Colleague Success

For over forty years at Bentley, we have referred to one another as colleagues — a reflection of our shared purpose and collaborative culture. We are committed to enabling colleagues to build meaningful, multi-dimensional careers, recognizing that their growth fuels innovation, strengthens our products, and supports sustainable outcomes for our users and investors. Our goal is to deliver a colleague experience where individuals feel supported, valued and connected, with a focus on well-being, professional growth, and a strong sense of belonging.

Our 2025 Annual Colleague Engagement Survey demonstrated strong participation and positive sentiment. We are pleased to report a global participation rate of 89%, with 86% of respondents indicating they are proud to work for Bentley Systems and 89% stating that they would gladly recommend Bentley Systems as a place to work to people they know and respect. Our overall engagement score of 82% exceeds the median technology benchmark and reflected meaningful year-over-year improvement, signaling high engagement across our workforce.

We continue to invest in colleague development at all levels of the organization. We promote leadership development at every career stage, encourage diverse perspectives, and support career mobility across functions to help colleagues build skills aligned with both current and future business needs. As part of this commitment, we are equipping colleagues with the skills to effectively and responsibly leverage emerging technologies, including AI, to enhance productivity, decision-making, and innovation.

Learning and development are integral to how we operate. Colleagues have access to instructor-led programs, curated learning pathways, and digital platforms that offer a wide range of technical, professional, and well-being resources. We continue to advance our development approach with a focus on skills agility and continuous learning, ensuring our workforce remains prepared for evolving technologies, shifting user expectations, and changing business priorities. This includes strengthening digital fluency and responsible AI capabilities so colleagues can adapt to new ways of working while upholding strong governance and ethical standards.

We invest intentionally in leadership capability through our Leadership Excellence and Development (LEAD) Essentials program, which pairs leaders in cross-functional cohorts and provides tailored development journeys focused on enterprise leadership skills. We also offer

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additional foundational leadership programs and executive coaching, aligned to role requirements and business needs, to further strengthen leadership effectiveness across the organization.

Work flexibility remains an important component of our workforce strategy, balanced with a strong emphasis on in-person collaboration to support innovation, team effectiveness, and business performance. Our global Infrastructure Empowered Workforce Plan or “IEWP”, empowers colleagues to work in ways that best support their roles and responsibilities, while encouraging meaningful in-office engagement where problem solving and collaboration benefit most from face-to-face interaction. This approach is designed to enhance productivity, maintain connectivity, and support sustained organizational performance.

Serving Our Communities

Since our inception, our founders have instilled a long-standing commitment to giving back and being responsible members of the communities where we live and work. Today, Bentley Systems continues to support both global and local initiatives through organizational programs and individual colleague contributions. We are also dedicated to strengthening the broader infrastructure community by offering programs that help students of all ages explore their passion for infrastructure, and by enabling infrastructure professionals to expand their knowledge and share best practices.

Stockholder Engagement

We are engaged with our stockholders. We value their feedback and consider their insights as we develop and evolve our governance practices. Our Board and executive management are committed to building long term value for our stockholders and believe that trust of, and alignment with, our stockholders and other stakeholders is critical to our ongoing success and to sustaining a disciplined and strong governance culture.

We welcome opportunities to meet and discuss our business and governance with our stockholders, and we have an active investor relations program. We respond to inquiries that we receive and are also proactive in our outreach, and we welcome requests to meet with current and prospective investors. Each quarter, we participate in investor conferences, non-deal roadshows, and other events. We publish recordings of our quarterly results webinars and other presentations on our investor website, and we maintain a comprehensive website that details our values, operating philosophy, governances, and disclosures.

We value our stockholders’ perspective on our business and our governance including our values and culture, strategy, performance, risk, compensation and a range of other issues. Members of our Nominating Committee, our Chief Executive Officer, Executive Chairperson and President and Chief Legal Officer and Secretary work closely and directly with Investor Relations and ensure that our Board is engaged and informed. Our Sustainability Committee, which oversees compensation, corporate impact and other matters, is highly engaged with our management, directly collaborating on all such matters and disclosures.

We are in regular contact with, and are available to, our stockholders to learn what they believe can improve our processes and communication, as well as to understand the issues that are important to them. We intend to continue such outreach to complement our other stockholder interactions and to ensure that our stockholders have different avenues to engage and provide input.

To communicate broadly with our stockholders, we share detailed information on our investor relations website, our Annual Report, and this Proxy Statement.

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Our Board of Directors

Director Nomination Process

The Nominating Committee weighs the characteristics, experience, independence and skills of potential candidates for election and re-election to the Board and recommends nominees for director to the Board for election. In considering candidates for the Board, the Nominating Committee also assesses the size, composition and combined expertise of the Board, as well as (a) minimum individual qualifications, including strength of character, mature judgment, familiarity with the Company’s business and industry, independence and diversity of thought and an ability to work collegially with the other members of the Board and (b) all other factors it considers appropriate, which may include diversity of background, existing commitments to other businesses, potential conflicts of interest with other pursuits, legal considerations such as antitrust issues, corporate governance background, industry experience and expertise, various and relevant career experience, relevant technical skills, relevant business or government acumen, financial and accounting background, executive compensation background and the size, composition and combined expertise of the existing Board. As the application of these factors involves the exercise of judgment, the Nominating Committee does not have a standard set of fixed qualifications that is applicable to all director candidates. In identifying prospective director candidates, the Nominating Committee may seek referrals from other members of the Board, management, stockholders and other sources, including third party recommendations. The Nominating Committee also may retain a search firm in order to assist it in identifying candidates to serve as directors of the Company.

In recommending that, or determining whether, members of the Board should stand for re-election, the Nominating Committee also may assess the contributions of incumbent directors in the context of the Board evaluation process and other perceived needs of the Board. The Board does not have a policy to impose a retirement age or term limits for directors because such a policy may deprive the Board of the service of directors who have developed, through valuable experience over time, increasing insight both generally and as well as specifically with respect to the Company and its operations.

The Nominating Committee utilizes the same criteria for evaluating candidates regardless of the source of the referral. When considering director candidates, the Nominating Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance the Board’s effectiveness. Set forth below is a chart setting forth the experiences, qualifications, attributes or skills that our Nominating Committee considers to be among the most important in its director nominating process, along with the number of current directors who possess the relevant experience, qualifications, attributes, and skills.

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When considering whether the nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focuses primarily on the information discussed in each Board member’s biographical information set forth below and in the chart above. This process resulted in the Board’s nomination of the incumbent directors named in this Proxy Statement and proposed for election by you at the upcoming Annual Meeting.

We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

As discussed above, the Nominating Committee and the Board include diversity of background among the criteria to be considered when selecting candidates for the Board. While neither the Board nor the Nominating Committee has adopted a formal stand-alone diversity policy, one of many factors that the Board and the Nominating Committee intend to carefully consider in seeking and considering director nominees in the future is the importance to the Company of board members with diverse experiences and backgrounds, including as they relate to gender, race and ethnicity, and other life experiences that would enhance the composition of the Board and its committees. In 2025, the Nominating Committee began the important work of searching for potential candidates for Board membership so that when the time for Board expansion and/or refreshment arrives, the Board is ready. As part of this ongoing process, the Nominating Committee intends to seek the advice of one or more third-party search firms regarding these efforts, including in codifying the skills, qualifications, attributes, and diverse experiences and backgrounds inclusive of gender, race and ethnicity to be sought in potential director nominees. In doing so, the Nominating Committee believes that it will be able to find potential nominees who can bring fresh and important perspectives to the Board when new members are added.

The Nominating Committee will consider director candidates recommended by stockholders in the same manner as nominees from all other sources. Any recommendation submitted to the Secretary of the Company should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Section 14(a) of the Exchange Act, and the rules and regulations promulgated thereunder, including such person’s written consent to being named in the Company’s proxy statement as a nominee of the stockholder and to serving as a director if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Secretary, Bentley Systems, Incorporated, at 685 Stockton Drive, Exton,

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Pennsylvania 19341. All recommendations for nomination received by the Secretary that satisfy our Bylaw requirements relating to director nominations will be presented to the Nominating Committee for its consideration. Stockholders also must satisfy the notification, timeliness, consent and information requirements set forth in our Bylaws. These requirements are also described under “Stockholder Proposals for the 2027 Annual Meeting.”

Controlled Company Exception and Bentley Family Ownership

We are a “controlled company” under the corporate governance rules of the Nasdaq Listing Rules because the Bentley Control Group (as defined below) controls a majority of the voting power of our outstanding capital stock. References to the “Bentleys” refer to Barry J. Bentley, Gregory S. Bentley, Keith A. Bentley, Raymond B. Bentley, and Richard P. Bentley, collectively. References to the “Bentley Control Group” refer to the Bentleys and certain of their family members, trusts or other permitted transferees, as well as all other holders of our Class A common stock in respect of such shares of Class A common stock, as to which the Bentleys collectively control the voting power of the members of such group. Although the Nasdaq Listing Rules generally require that a majority of the board of directors be independent, because we are a “controlled company” within the meaning of the Nasdaq Listing Rules, we are permitted to, and have elected to, not comply with this requirement. That said, while as a “controlled company”, we are not required to have an independent nominating or compensation committee, we have established both a Nominating Committee and a Sustainability Committee, each fully composed of independent directors, to serve these respective functions.

As of March 31, 2026, after giving effect to the conversion of all shares of Class A Common Stock into shares of Class B Common Stock, the Bentleys and certain other family members and trusts and other entities controlled by or primarily for the benefit of the Bentleys and their families (collectively, the “Bentley Family”) beneficially owned approximately 52% of the Company’s outstanding Class B Common Stock in the aggregate, composed of approximately 20% individually beneficially owned by the Bentleys and approximately 32% beneficially owned by certain other Bentley Family members.

Leadership Structure

Our Board of Directors is currently composed of eight directors and is led by Gregory S. Bentley, our Executive Chairperson of the Board and President. Our directors are elected annually to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified, or until their earlier death, resignation or removal. The Board maintains the flexibility to determine whether the roles of Chairperson and Chief Executive Officer should be combined or separated, based on what it believes is in the best interests of the Company at a given point in time. The Board believes that this flexibility is in the best interest of the Company and that a one-size-fits-all approach to corporate governance, with a mandated independent Chairperson, would not result in better governance or oversight. Since Nicholas H. Cumins’ election to our Board in September 2024, the Board has determined that the functioning of the Board operates best with the role of Chairperson and Chief Executive Officer being split.

Janet B. Haugen serves as our Lead Independent Director. In that role, among other responsibilities, she presides over executive sessions of the Company’s independent directors, facilitates information flow and communication among the Directors and between our Executive Chairperson and the independent directors, reviews agendas and information to be sent to the Board and coordinates with management regarding the Board’s review of matters such as executive succession planning.

Executive Sessions

To encourage and enhance communication among the independent directors of the Board, it is expected that the independent directors will have regularly scheduled meetings (or sessions

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of meetings) at which only independent directors are present. It is contemplated that, as and if required under Nasdaq Listing Rules, these will occur at least twice a year and perhaps more frequently, in connection with regularly scheduled Board or committee meetings.

Communications with the Board

As described in our Corporate Governance Guidelines, anyone who would like to communicate with, or otherwise make his or her concerns known directly to the chairperson of any committee of the Board, or the Lead Independent Director, or the non-management or independent directors as a group, may do so by addressing such communications or concerns to the Chief Legal Officer of the Company, at 685 Stockton Drive, Exton, Pennsylvania 19341. The Chief Legal Officer or his designees review the correspondence received and will filter advertisements, solicitations, spam and other such items not related to the Board’s or Committees’ duties and responsibilities. All relevant communications or concerns will be forwarded to the appropriate party.

Board Committees and Meetings

The standing committees of the Board are our Audit Committee, Sustainability Committee and Nominating Committee. The members of each committee for fiscal 2025 were Kirk B. Griswold, Janet B. Haugen and Brian F. Hughes.

Directors are expected to attend annual meetings of stockholders, and all of our directors attended the 2025 Annual Meeting. During the fiscal year ended December 31, 2025, the Board held five meetings. In 2025, substantially all of our Board and committee meetings had full attendance by the applicable Board and committee members, and no individual director attended less than 75% of such meetings.

Audit Committee

Our Board of Directors has established an Audit Committee (the “Audit Committee”), which has the composition and responsibilities described below. Nasdaq Listing Rules require us to have an audit committee composed entirely of independent directors. Our Audit Committee is composed of all independent members, each of whom satisfies the independence requirements of the applicable Nasdaq and Exchange Act rules. The current members of the Audit Committee are Kirk B. Griswold, Janet B. Haugen and Brian F. Hughes. Brian F. Hughes is the chairperson of our Audit Committee. Each member of the Audit Committee is an “audit committee financial expert,” as defined in Item 407(d)(5) of Regulation S-K, and possesses financial sophistication as required by the Nasdaq Listing Rules. This designation does not impose any duties, obligations or liabilities that are greater than those that are generally imposed on members of our Audit Committee and our Board of Directors. Members serve on this committee until their resignations or until otherwise determined by our Board of Directors.

The Audit Committee is responsible for, among other things:

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selection, retention, termination, compensation and oversight of the work of an independent public accounting firm to act as our independent auditors, as well as any other public accounting firm engaged to prepare or issue an audit report or other audit, review or attest services;

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considering and approving, in advance, all audit and permitted non-audit and tax services to be performed by our independent auditors;

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reviewing and discussing the adequacy and effectiveness of our financial reporting processes, internal control over financial reporting and disclosure controls and procedures and the audits of our financial statements;

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establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our colleagues of concerns regarding questionable accounting or auditing matters;

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investigating any matter brought to its attention within the scope of its duties and engaging independent counsel and other advisers as the Audit Committee deems necessary;

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determining compensation of advisors hired by the Audit Committee;

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reviewing quarterly financial statements prior to their release;

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reviewing and assessing the adequacy of its written charter on an annual basis;

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reviewing and approving related-party transactions for potential conflict of interest situations on an ongoing basis;

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managing risks to the Company by monitoring, discussing, reviewing or developing policies and procedures with respect to risk exposures, compliance with applicable laws and the Company’s policies and complaints regarding accounting or auditing matters; and

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handling such other matters that are specifically delegated to the Audit Committee by our Board of Directors from time to time.

During the fiscal year ended December 31, 2025, our Audit Committee held five meetings.

Our Board of Directors adopted a written charter for our Audit Committee, which is available on our website. Such written charter for the Audit Committee satisfies the applicable rules of the SEC and the listing standards of Nasdaq.

Sustainability Committee

Established in March 2021, the Sustainability Committee is a standing committee of the Board of Directors that is responsible for oversight of executive compensation, talent development and environmental, social and governance matters. Although the establishment of this committee is not required given our status as a controlled company, the Board formed the Sustainability Committee because we believe these matters require dedicated focus and attention.

Our Sustainability Committee consists of Kirk B. Griswold, Janet B. Haugen and Brian F. Hughes, each of whom satisfies the general independence requirements of the Nasdaq Listing Rules, with Janet B. Haugen serving as the chairperson of the committee. Members serve on this committee until their resignations or until otherwise determined by our Board of Directors. The Sustainability Committee meets at least quarterly in connection with our regularly scheduled Board meetings and regularly reports to the full Board regarding its activities.

The Sustainability Committee is responsible for, among other things:

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reviewing and approving, or recommending to the full Board of Directors, corporate goals and objectives relevant to CEO and other executive officer compensation, including annual performance objectives, if any;

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evaluating the performance of the CEO and either reviewing and approving, or recommending to the full Board of Directors, the annual salary, bonus, equity-based incentive and other benefits, direct and indirect, of the CEO;

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overseeing the evaluation of the performance of the executive officers other than the CEO and either reviewing and approving, or recommending to the full Board of Directors, the annual salary, bonus, equity and equity-based incentives and other benefits, direct and indirect, of the executive officers other than the CEO;

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reviewing and recommending to the Board of Directors the form and amount of director compensation;

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reviewing and making recommendations with respect to our equity compensation plans;

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overseeing the Company’s sustainability strategy and reporting, and corporate citizenship matters;

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overseeing the evaluation of the Board of Directors and management;

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reviewing and discussing with the Board of Directors and executive officers plans for executive officer development and corporate succession plans for the CEO and other executive officers;

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development and oversight of policies, disclosure, and reporting for environmental, social and governance matters;

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considering matters of corporate governance, including periodically reviewing the Company’s corporate governance guidelines/principles;

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reviewing and discussing with management the Company’s policies and practices related to its management of human capital resources, including talent development, retention, overall colleague wellness and engagement of Company personnel; and

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reviewing and discussing with management the Company’s corporate culture and strategies in support of belonging and inclusion.

During the fiscal year ended December 31, 2025, our Sustainability Committee held seven meetings.

Our Board of Directors adopted a written charter for our Sustainability Committee, which is available on our website.

Nominating Committee

Established at the end of 2023, the Nominating Committee is a standing committee of the Board of Directors that is responsible for the selection and evaluation of nominees to the Board and its committees. Although the establishment of this committee is not required given our status as a controlled company, the Board formed the Nominating Committee because we believe the identification and selection of qualified director nominees is essential to the Company’s success.

Our Nominating Committee consists of Kirk B. Griswold, Janet B. Haugen and Brian F. Hughes, each of whom satisfies the general independence requirements of the Nasdaq Listing Rules, with Kirk B. Griswold serving as the chairperson of the committee. Members serve on this committee until their resignations or until otherwise determined by our Board of Directors. The Nominating Committee is expected to meet at least twice annually and as circumstances require and will report to the full Board regarding its activities.

The Nominating Committee is responsible for, among other things:

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identifying individuals qualified to become directors, consistent with the criteria approved by the Board, from time to time, and selecting, or recommending that the Board select, the director nominees for the next annual meeting of stockholders or to fill vacancies or newly created directorships that may occur between such meetings;

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overseeing the self-evaluation of the Board and its Committee; and

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recommending to the Board the members of the Board to serve on the various committees of the Board.

During the fiscal year ended December 31, 2025, our Nominating Committee held two meetings.

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Our Board of Directors adopted a written charter for our Nominating Committee, which is available on our website.

Committee Charters and Corporate Governance Guidelines

Our commitment to good corporate governance is reflected in our Corporate Governance Guidelines, which describe our Board’s views and policies on a wide range of governance topics. These Corporate Governance Guidelines are reviewed from time to time by our Board and, to the extent deemed appropriate in light of emerging practices, revised accordingly, upon recommendation to and approval by our Board of Directors.

Our Corporate Governance Guidelines, Audit Committee charter, Sustainability Committee charter, Nominating Committee charter and other corporate governance information are available on our website at https://investors.bentley.com/corporate-governance/governance-documents. Any stockholder also may request them in print, without charge, by contacting the Secretary of Bentley Systems, Incorporated, at 685 Stockton Drive, Exton, Pennsylvania 19341.

Oversight of Risk Management

The Board has extensive involvement in the oversight of risk management related to us and our business and accomplishes this oversight through the regular reporting by the relevant committees of the Board. The Audit Committee represents the Board by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements and the surveillance of administrative and financial controls. Through its regular meetings with management, including the finance and legal functions, the Audit Committee reviews and discusses all significant areas of our business and summarizes for the Board all areas of relevant risk and the appropriate mitigating factors. The Sustainability Committee reviews compensation policies and practices of the Company and oversees and evaluates programs and risks associated with Board organization, structure and corporate governance, including as they relate to our corporate impact. The Nominating Committee, among other responsibilities, considers questions of director independence and possible conflicts of interest as it relates to members of the Board. In addition, the Board continues to exercise its ongoing oversight role over cybersecurity risks and other material enterprise risks impacting the Company, receiving regular updates from the Company’s executive management and operational teams regarding the Company’s primary risk areas and directing management to report back at regular intervals regarding such matters.

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Executive Officers of the Company

Set forth below is certain information regarding each of our current executive officers as of the date of this Proxy Statement, other than Gregory S. Bentley and Nicholas H. Cumins, whose biographical information is presented under “Nominees for Election to the Board of Directors in 2026.”

Name	Age	Principal Occupation and Other Information
Werner Andre	56	Chief Financial Officer
Brock Ballard	49	Chief Revenue Officer
James K. Lee	46	Chief Operating Officer
Julien Moutte	47	Chief Technology Officer
David R. Shaman	60	Chief Legal Officer and Secretary

Werner Andre has served as our Chief Financial Officer since January 1, 2022 and is responsible for all aspects of finance including worldwide accounting, financial planning and analysis, tax, and treasury. Mr. Andre joined us in 2015 as Global Corporate Controller. From 2020 until March 2024, he also served as our Chief Accounting Officer. Prior to joining us, Mr. Andre served as the assistant corporate controller, international accounting and reporting, for Rockwood Holdings, Inc. from 2010 to 2015, and held several roles with PricewaterhouseCoopers LLP from 1995 to 2010. He holds B.S. and M.B.A. degrees in Accounting and Financial Reporting from the University for Economics and Business Administration in Vienna.

Brock Ballard has served as our Chief Revenue Officer since January 1, 2023 and is responsible for leading all of our accounts globally. Mr. Ballard joined us in 2020 as Vice President and Regional Executive, Americas. Prior to joining us, Mr. Ballard served as Sales Leader with Dassault Systèmes, a developer of software for 3D product design, simulation, manufacturing and other 3D related products, Director of Sales at Autodesk, Inc., a developer of software products and services for the architecture, engineering, construction, manufacturing, media, education and entertainment industries, and Sales Executive Océ, a developer and manufacturer of printing and copying hardware and related software. He holds a Bachelor of Arts in Communication and Information Sciences from the University of Alabama.

James K. Lee has served as our Chief Operating Officer since joining us in January 2025. Mr. Lee oversees our portfolio development activities, as well as our business in China and Japan. Prior to joining Bentley, Mr. Lee worked at Google, which he joined in 2020, and served as the general manager of the startups and AI business at Google Cloud, an infrastructure and platform services business, from 2023 until joining Bentley. Prior to joining Google, Mr. Lee worked at SAP, an enterprise software solutions company, from 2008 to 2020, most recently serving as Chief Operating Officer for SAP Ariba and Fieldglass. Mr. Lee earned a Master of Business Administration from Harvard Business School, a Bachelor of Commerce from the University of British Columbia and a Diploma in Piano Performance from the Royal Conservatory of Music.

Julien Moutte has served as the Chief Technology Officer of Bentley Systems since 2023 and is the principal architect of the Company’s technology directions. He has over 20 years of technology leadership experience in startups, scaleups, and large organizations. Prior to joining Bentley as Vice President of Technology in 2021, Mr. Moutte served as head of technology for SAP Marketing Cloud and a member of the office of the chief technology officer with SAP Customer Experience. He also served as chief technology officer of Scytl, a platform for online voting, and the Fluendo, the Free Software multimedia experts, which he co-founded in 2004 in Barcelona, Spain. Mr. Moutte holds a degree in computer science from Université Claude Bernard in Lyon, France.

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David R. Shaman, our Chief Legal Officer, has led our legal team since 2015 and is responsible for legal, regulatory compliance, corporate philanthropy, government relations, and license compliance activities. Mr. Shaman previously served as Deputy General Counsel from 2006 to 2015. Prior to joining us in 1998, Mr. Shaman was an associate at the law firm Covington & Burling LLP. Mr. Shaman’s international experience includes eight years leading our legal operations outside the United States, as well as tenures at the European Commission, Directorate-General for Informatics in Brussels and Harlequin Limited, a software company in Cambridge, United Kingdom. He holds a Bachelor’s degree in Mathematics from the University of Pennsylvania, a J.D. from Harvard Law School, and a Diploma in Mathematical Statistics from Cambridge University.

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Proposal No. 1 — Election of Directors

Our Bylaws provide that the number of directors will be determined from time to time by resolution of our Board of Directors. We currently have eight directors on the Board of Directors. Upon election, each director is elected for a one-year term and serves until a successor is duly elected and qualified. Any additional directorships resulting from death, resignation, increase in the number of directors, or otherwise may be filled for the unexpired term by a majority vote of the remaining directors then in office. Directors may be removed with or without cause by the affirmative vote of a majority of the combined vote of our then-outstanding shares of Class A and Class B common stock, voting together as a single class.

Upon the recommendation of the Nominating Committee, the full Board of Directors has considered and nominated the following slate of nominees to serve as directors for a one-year term expiring at the 2027 Annual Meeting of stockholders: Gregory S. Bentley, Keith A. Bentley, Barry J. Bentley, Raymond B. Bentley, Nicholas H. Cumins, Kirk B. Griswold, Janet B. Haugen and Brian F. Hughes. Action will be taken at the Annual Meeting for the election of these director nominees.

Unless otherwise instructed, the persons named in the form of proxy card (the “proxyholders”) included with this Proxy Statement intend to vote the proxies held by them “FOR” the election of the director nominees. All of the nominees have indicated that they will be willing and able to serve as directors. If any of these nominees ceases to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), such proxies may be voted by the proxyholders in accordance with the recommendation of the Board.

Nominees for Election to the Board of Directors in 2026

The following information describes the offices held, ages (as of the date of this Proxy Statement), other business directorships and the term of service of each director nominee, as well as the experiences, qualifications, attributes or skills that caused the Board and the Board to determine that the director nominee should serve as a director. Beneficial ownership of equity securities of the director nominees is shown under “Ownership of Securities” below.


Gregory S. Bentley, 70 Executive Chairperson and President	Keith A. Bentley, 67 Director	Barry J. Bentley, Ph.D., 69 Director	Raymond B. Bentley, 65 Director

Nicholas H. Cumins, 49 Chief Executive Officer and Director	Kirk B. Griswold(1)(2), 64 Director	Janet B. Haugen(1)(3), 67 Director	Brian F. Hughes(1)(4), 67 Director

(1)

Member of the Audit Committee, Sustainability Committee and Nominating Committee

(2)

Chairperson of the Nominating Committee

(3)

Chairperson of the Sustainability Committee and Lead Independent Director

(4)

Chairperson of the Audit Committee

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				Gregory S. Bentley has served as Executive Chairperson since July 2024 and President since June 1996. He previously served as Chief Executive Officer from August 2000 until July 2024. Prior to joining us in 1991, Mr. Bentley founded and served as Chief Executive Officer of Devon Systems International, Inc., a provider of financial trading software, which was sold to SunGard Data Systems, Inc. in 1987. Mr. Bentley served as a director of SunGard and a member of its audit committee from 1991 through 2005. He holds a B.S. in Economics and an M.B.A. in Finance and Decision Sciences from the Wharton School, University of Pennsylvania. He is a trustee of Drexel University. We believe that Mr. Bentley is qualified to serve as a member of our Board of Directors due to the extensive and valuable business and managerial perspective he has and his significant experience in the software technology industry, together with a deep understanding of our history and commitment to the markets we serve.
				Keith A. Bentley co-founded our Company and has served as a director since our inception in 1984. He previously served as the Company’s President from 1984 to 1995 and as the Chief Executive Officer from 1984 to 2000. He most recently served as our Chief Technology Officer until early 2023, a position he held since 2000. He retired from employment with the Company at the end of 2023. He holds a Bachelor’s degree in Electrical Engineering from the University of Delaware and an M.S. in Electrical Engineering from the University of Florida. We believe that Mr. Bentley is qualified to serve as a member of our Board of Directors due to the perspective and experience he brings as one of our co-founders and our former Chief Technology Officer, and his experience in the software industry, especially as it relates to our technology and solutions.
				Barry J. Bentley, Ph.D. co-founded our Company and has served as a director since 1984 and as an executive officer from 1984 through 2019. From September 1984 to June 1996, Dr. Bentley served as Chairperson of our Board of Directors. Prior to co-founding our Company, in 1979, he co-founded and served as Vice President of Dynamic Solutions Corporation, a software firm. Dr. Bentley is one of the originators of MicroStation and was continuously involved in the planning and development of our software solutions and technology since our inception through 2019. He holds a Bachelor’s degree in Chemical Engineering from the University of Delaware and an M.S. and Ph.D. in Chemical Engineering from the California Institute of Technology. We believe that Dr. Bentley is qualified to serve as a member of our Board of Directors due to his deep knowledge and understanding of the Company’s technology, history and mission as one of our co-founders, as well as his experience in the software industry.

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				Raymond B. Bentley has served as a director since May 2015. He previously served as an Executive Vice President from 1984 until his retirement at the end of 2021. He was the lead developer for MicroStation and chief architect in the core-graphics group. He holds a Bachelor’s degree in Mechanical Engineering from Rensselaer Polytechnic Institute and an M.S. in Computer Engineering from the University of Cincinnati. We believe that Mr. Bentley is qualified to serve as a member of our Board of Directors due to his vast experience with our technology and the software industry, and for the business perspective he brings to the Board.
				Nicholas H. Cumins has served as our Chief Executive Officer since July 2024 and as a director since September 2024. Mr. Cumins joined us in 2020, serving as our Chief Product Officer from 2020 until 2022 when he became our Chief Operating Officer. Prior to joining us, Mr. Cumins served as general manager of SAP Marketing Cloud, a comprehensive marketing automation platform, from 2018 to 2020. Mr. Cumins also served as chief product officer of Scytl, a platform for online voting, in Barcelona from 2016 to 2018, and senior vice president of product with OpenX, a pioneer in programmatic advertising, in Los Angeles from 2013 to 2016. He holds Maîtrise de Droit (Law) and Maîtrise de Sciences de Gestion (Business) degrees from University Paris II Panthéon-Assas, Paris, France. We believe that Mr. Cumins is qualified to serve as a member of our Board of Directors due to his day-to-day involvement in the management and operation of our business and his unique international perspective he brings to the challenges we face.
				Kirk B. Griswold has served as a director since 2002 and is the Chairperson of the Nominating Committee and a member of the Audit Committee and the Sustainability Committee. He is a Founding Partner of Argosy Capital Group, Inc., a private equity and real estate firm. He holds a Bachelor’s degree in Physics from the University of Virginia and an M.B.A. with a dual major in Finance and Management from the Wharton School, University of Pennsylvania. We believe that Mr. Griswold is qualified to serve as a member of our Board of Directors due to his extensive experience in engineering, project management, and consulting, as well as his knowledge and experience in finance.

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Janet B. Haugen has served as a director and member of the Audit Committee since September 2020, as a member of the Nominating Committee since its formation in September 2023, as Chairperson of the Sustainability Committee since its formation in March 2021 and as Lead Independent Director since December 2021. She previously served as the Senior Vice President and Chief Financial Officer of Unisys Corporation from April 2000 to November 2016. She also held positions as Vice President, Controller and Acting Chief Financial Officer of Unisys between April 1996 and April 2000. Prior to joining Unisys, she held positions at Ernst & Young from 1980 to 1996, including as an audit partner from 1993 to 1996. From May 2019 until its acquisition in July 2025, she served on the board of directors of Juniper Networks, Inc., which designs, develops and sells high-performance network technology products and services. From 2018 to 2021, she served on the board of directors, as Audit Committee Chair and as a member of the Compensation Committee of Paycom Software, Inc., a provider of comprehensive, cloud-based human capital management software. In 2023, she joined the Board of NCR Voyix Corporation, a global provider of digital commerce solutions, where she chairs the Audit Committee and serves on the Compensation Committee. In December 2024, Ms. Haugen joined the Board of Directors of West Pharmaceutical Services Inc., a global pharmaceutical manufacturer, where she serves on the Audit Committee and Finance Committee. She also served on the Board of Directors and was chair of the Audit Committee of SunGard Data Systems Inc., a software and services company, from 2002 to 2005. Ms. Haugen holds a bachelor’s degree in Economics from Rutgers University, and also holds and maintains a certification from the National Association of Corporate Directors.

We believe that Ms. Haugen is qualified to serve on our Board due to her extensive leadership experience as an executive, financial expertise and public company governance experience as a current and prior member of the board of directors and audit committee chair of other public technology companies.

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Brian F. Hughes has served as a director since February 2020 and is the Chairperson of the Audit Committee and a member of the Sustainability Committee and Nominating Committee. He retired from KPMG LLP in 2019 where he was a partner from 2002 to 2019, serving as National Private Markets Group Leader from 2012 to 2019, National Co-Leader of KPMG’s venture capital practice from 2009 to 2019, and the practice leader of the Technology and Venture Capital group of KPMG’s Philadelphia office from 2002 to 2009. Mr. Hughes has also served on the Board of Directors and Audit Committee of GPGI, Inc. (f/k/a CompoSecure, Inc.) since 2021, and, in 2025, became a director and member of the Audit Committee of Resolute Holdings Management, Inc. From 2022 until its acquisition in 2025, Mr. Hughes also served on the Board of Directors and as Chairperson of the Audit Committee of Innovid Corp. He began his career in 1981 at Arthur Andersen where he was elected partner in 1993. Mr. Hughes holds a B.S. in Economics and Accounting from the Wharton School, University of Pennsylvania and an M.B.A. from the Wharton School, University of Pennsylvania.

We believe that Mr. Hughes is qualified to serve as a member of our Board of Directors due to his extensive financial and accounting experience with both private and public companies, as well as his understanding of public company audit and governance requirements and responsibilities.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

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Proposal No. 2 — Advisory (Non-Binding) Vote to Approve the Compensation of the Company’s

Named Executive Officers

The Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act enable our stockholders to vote, on a non-binding, advisory basis, to approve the compensation of our named executive officers as described in the Compensation Discussion & Analysis section and the accompanying compensation tables and narrative discussion in this Proxy Statement (a “Say-on-Pay” vote). Stockholders are encouraged to read that information in its entirety to obtain a complete understanding of our executive compensation program philosophy, design, and linkage to stockholder interests. We emphasize pay for performance and market-based compensation are important elements of the Company’s compensation philosophy.

In accordance with the results of the non-binding, advisory vote on the frequency of our non-binding, advisory vote on executive compensation at our Annual Meeting of Stockholders held on May 26, 2022, our Board determined to implement an annual Say-on-Pay vote.

The Board of Directors encourages the Company’s stockholders to approve the following resolution (the “Executive Compensation Resolution”):

“RESOLVED, that the compensation paid to the Company’s NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, included in this Proxy Statement is hereby APPROVED.”

The Sustainability Committee, which administers our executive compensation program, values the opinions expressed by our stockholders in these advisory non-binding votes and will consider the outcome of these votes in making its decisions on future named executive officer compensation, along with other relevant factors. The next such Say-on-Pay Vote is expected to be held at the Company’s 2027 Annual Meeting of Stockholders.

Vote Required

This proposal requires the advisory non-binding vote of the holders of a majority in voting power of the shares of capital stock of the Company issued and outstanding, whether such holders are present in person or by proxy. Abstentions and broker non-votes will have no effect on the outcome of the vote.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE EXECUTIVE COMPENSATION RESOLUTION.

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Proposal No. 3 — Ratification of Independent

Registered Public Accounting Firm

The Audit Committee has appointed KPMG LLP to serve as our independent registered public accounting firm for 2026.

Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of KPMG LLP to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company and our stockholders.

Representatives of KPMG LLP are expected to attend the Annual Meeting. The representatives will also have the opportunity to make a statement if they desire to do so, and the representatives are expected to be available to respond to appropriate questions.

The shares represented by your proxy will be voted “FOR” the ratification of the selection of KPMG LLP unless you specify otherwise.

Audit and Non-Audit Fees

The following table presents fees billed for professional audit services and other services rendered to Bentley Systems by KPMG LLP and its affiliates for the fiscal years ended December 31, 2025 and 2024.

	2025			2024
Audit fees(1)		$	3,693,106		$	3,822,827
Audit-related fees(2)			390,000			—
Tax fees(3)			489,700			140,232
All other fees(4)			260,000			150,000
Total		$	4,832,806		$	4,113,059

(1)

Includes the aggregate fees paid or payable for each of the last two fiscal years for professional services rendered to us and our subsidiaries for the audits of our annual financial statements, audits of internal control over financial reporting (as required by Section 404 of the Sarbanes-Oxley Act of 2002), reviews of our quarterly financial statements and audit services provided in connection with other statutory, regulatory, or contractual requirements.

(2)

Includes fees billed for assurance and related services, including due diligence services in connection with mergers and acquisitions.

(3)

Includes the aggregate fees billed in each of the last two fiscal years for professional services rendered for tax compliance, tax advice and tax planning. Fees for 2025 and 2024 relate primarily to pre-approved general tax consulting services, including diligence and structuring services, and consulting services for certain research and development tax credits claimed by the Company.

(4)

Includes fees billed for non-audit services to provide real-time system implementation assessments over the pre-production environment of the Company’s various internal use software implementations.

The Audit Committee considered whether providing services shown in this table (other than services for the audit of the Company’s annual financial statements and the reviews of financial statements) was compatible with maintaining KPMG LLP’s independence and concluded that it was.

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Pre-Approval Policy for Services of Independent Registered Public Accounting Firm

Consistent with SEC rules regarding auditor independence and the Audit Committee’s charter, the Audit Committee has responsibility for engaging, setting compensation for and reviewing the performance of the independent registered public accounting firm. In exercising this responsibility, the Audit Committee has established procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm and, subject to the next sentence, pre-approves all audit and permitted non-audit services provided by its independent registered public accounting firm prior to each engagement. As part of such procedures, the Audit Committee has delegated to its chairperson the authority to review and pre-approve any such services in between the Audit Committee’s regular meetings. Any such pre-approval is subsequently considered and ratified by the Audit Committee at the next regularly scheduled meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026.

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Report of the Audit Committee

The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this Proxy Statement under “The Board of Directors and Certain Governance Matters — Board Committees and Meetings — Audit Committee.” Under the Audit Committee charter, our management is responsible for the preparation, presentation and integrity of our financial statements, the application of accounting and financial reporting principles, and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our consolidated financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America.

In the performance of its oversight function, the Audit Committee reviewed and discussed the audited consolidated financial statements of the Company with management and with the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee received the written communications from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm their independence.

Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the audited consolidated financial statements of the Company be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC.

Submitted by the Audit Committee of the Company’s Board of Directors:

Brian F. Hughes, Chairperson
Kirk B. Griswold
Janet B. Haugen

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Compensation Discussion & Analysis

In this Compensation Discussion and Analysis (“CD&A”), we provide an overview of our executive compensation philosophy and objectives as well as a description of the material components of our executive compensation program for our Named Executive Officers (“NEOs”) listed below.

For fiscal 2025, our NEOs were as follows:

	Name			Position
	Nicholas H. Cumins			Chief Executive Officer
	Werner Andre			Chief Financial Officer
	Gregory S. Bentley			Executive Chairperson and President
	James K. Lee(1)			Chief Operating Officer
	David R. Shaman			Chief Legal Officer

(1)

James K. Lee joined the Company as Chief Operating Officer in January 2025.

Executive Summary

Our Fiscal 2025 Performance Highlights

Bentley Systems is the infrastructure engineering software company. Our purpose is to advance the world’s infrastructure for better quality of life. We empower people to design, build, and operate better and more resilient infrastructure through the adoption of our intelligent digital twin solutions. Our enduring commitment is to develop and support the most comprehensive portfolio of integrated software offerings across professional disciplines, infrastructure sectors, geographies, and the infrastructure lifecycle. Our software enables digital workflows across engineering disciplines, across distributed project teams, and from offices to the field. Moreover, our intelligent digital twin solutions empower our users to achieve sustainable development goals by realizing outcomes that are more sustainable and resilient.

For Bentley Systems, the year was notable for delivering the following key operating and financial results:

•

delivering total revenues of approximately $1.5 billion, up 11.0% or 10.1% on a constant currency basis over 2024;

•

year-over-year subscription revenue growth of 12.5% or 11.7% on a constant currency basis;

•

Annualized Recurring Revenues (“ARR”) were $1,462 million as of December 31, 2025, representing a constant currency ARR growth rate of 11.5%;

•

improving our AOI less SBC margin (as defined below) from 27.5% in 2024 to 28.6% in 2025;

•

generating cash flows from operating activities of $538.5 million, compared to $435.3 million for 2024; and

•

generating free cash flow of $520.2 million, compared to $421.1 million for 2024.

Free cash flow is a Non-GAAP financial measure. Please see Appendix A for information about this non-GAAP financial measure and a reconciliation of free cash flow from cash flows from operating activities, the most directly comparable financial measure under U.S. generally accepted accounting principles (“GAAP”).

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The Board and the Sustainability Committee believe that the leadership provided by our management team was key to the execution reflected in 2025’s strong performance.

How We Pay for Performance: 2025 Compensation Highlights

We seek to attract, engage and retain a highly skilled management team with the leadership skills that will allow us to succeed in a competitive industry and achieve both annual and long-term business objectives. We embrace a compensation philosophy of offering our executives a competitive compensation and benefits package. Our Sustainability Committee oversees our executive compensation program, which includes several compensation elements that have each been tailored to reward and incentivize executives for focusing on and achieving specific financial and strategic objectives that the Board believes are central to delivering long-term stockholder value.

Our executive compensation program is based on the following principles:

•

Total direct compensation is targeted to be competitive with peer companies and market practices, in consideration of each executive officer’s scope of responsibility;

•

A substantial portion of executive compensation is at-risk and is highly dependent on annual financial and operational performance that aligns with our stockholders’ interests and supports sustainable growth; and

•

Use of equity is responsible and thoughtful as demonstrated by including stock-based compensation expense when calculating adjusted operating income margin for our performance-vested equity program (see below for further discussion) and the close monitoring of our annual share usage and overall dilution.

Based on our performance and consistent with the design of our program, below are key highlights of the executive compensation decisions the Sustainability Committee made for fiscal year 2025:

•

Long-term Equity Incentives. In fiscal year 2025, we granted our NEOs, other than Gregory S. Bentley, a mix of 50% time-vesting restricted stock units (“RSUs”) and 50% performance-vesting RSUs (“PSUs”). The PSUs were subject to a minimum performance threshold, namely, an Adjusted Operating Income less stock-based compensation expense (“AOI less SBC”, which was previously referred to as “Adjusted OI w/SBC”) margin performance level of at least 28.7% based on 2025 budget exchange rates. Since this threshold was met and, based on our New Business results (as discussed further below), the participating NEOs earned 101.7% of their target PSUs for the 2025 Performance Period. Please see “2025 Executive Compensation Details — Equity Incentives” in this CD&A for details.

•

Short-term Incentives. Our NEOs, other than Gregory S. Bentley, each have an opportunity to earn a cash-based short-term incentive based on individual and/or corporate achievements. Based on their performance for 2025, short-term incentive payouts were largely in line with the target award opportunities. For 2025, the Sustainability Committee established performance targets for Nicholas H. Cumins, linking payouts to the achievement of key growth objectives, including the Company’s revenue growth rate, AOI less SBC margin and annualized recurring revenue growth rate. Please see “2025 Executive Compensation Details — Short-term Cash Incentives” in this CD&A for details.

•

Career Stock Program. Nicholas H. Cumins and James K. Lee each participate in our equity-based Career Stock Program, which is designed to drive long-term growth and support retention. The program ties potential grants to the Company’s AOI less SBC growth, with awards — if granted — subject to a five-year cliff vesting period. By tying vesting to long-term Company performance, this instrument enhances alignment with sustained long-term stockholder value creation. Please see “2025 Executive Compensation Details — Equity Incentives — Career Stock Program” in this CD&A for details.

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•

Bonus Pool Plan (Gregory S. Bentley Only). Gregory S. Bentley, our Executive Chairperson and President participates in a different incentive plan from the other NEOs, called the Bonus Pool Plan. The Bonus Pool Plan is a legacy plan from prior to our initial public offering (“IPO”) and was established to compensate a limited set of executives with substantial holdings of Company stock. With respect to fiscal year 2025 and driven by our adjusted internal Management Report Operating Income (“MROI”), Gregory S. Bentley was allocated a 12.1 % (4/33) interest in the bonus pool. Please see “2025 Executive Compensation Details — Bonus Pool Plan (Gregory S. Bentley only)” in this CD&A for details. Gregory S. Bentley does not receive other short-term or long-term equity incentives.

Advisory “Say-on-Pay” Vote

In 2025, our stockholders cast a non-binding advisory vote (“Say-on-Pay”) to approve our executive compensation, which yielded approximately 97% support for our program. In addition to stockholder feedback we receive through our ongoing stockholder engagement efforts, we will continue to consider our Say-on-Pay results when making decisions about our executive compensation program. Based in part on the strong support reflected in the results of our most recent Say-on-Pay vote, the Sustainability Committee concluded that our executive compensation program is performing as intended and determined not to make changes to the core structure of the Company’s executive compensation program in fiscal 2025.

Our Compensation Practices

In overseeing our pay structure, our Sustainability Committee regularly reviews best practices in executive compensation and uses the following guidelines to encourage actions that are in the long-term interests of our stockholders and the Company alike. These include:

	What We Do			What We Don’t Do
	✓ Align compensation with stockholder interests ✓ Pay-for-performance philosophy and culture ✓ Majority of pay is performance-based and not guaranteed ✓ Comprehensive clawback policy ✓ Rigorous stock ownership requirements for all executives ✓ Perform an annual risk assessment of our compensation program ✓ Retain an independent compensation consultant ✓ Perform an annual review of our compensation peer group ✓ Review of annual “say on pay” vote			× No guaranteed bonuses × No excessive perquisites × No excise tax gross-ups × No “single trigger” change in control payments

What Guides Our Program

Compensation Philosophy and Objectives

Bentley Systems’ compensation philosophy is to employ market-competitive compensation programs and relevant total rewards offerings which will attract and retain talented, dynamic leaders who will further the Company’s mission of providing innovative software to advance the world’s infrastructure — sustaining both global economies and environment. We are motivated

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to utilize compensation structures which lead to long-term appreciation of our common stock as well as other key drivers of Company performance, assuring that our executive compensation program is closely aligned with our overall business strategy, culture and values.

Our executive compensation program aims to achieve the following main objectives:

•

attract, engage and reward top talent;

•

provide incentives that motivate and reward achievement of our key performance goals to increase long-term stockholder value; and

•

adapt a market-based compensation structure to reflect our culture and values.

Our performance-based equity incentives for executives are designed to drive sustained improvements in operating profitability, reinforcing the Company’s commitment to continuous efficiency gains. By incorporating stock-based compensation expense into our adjusted operating income margin calculation, we ensure that our executives are accountable for all compensation decisions — not just cash-based ones — reflecting a comprehensive approach to operational efficiency. The margin metric and its definition are structured to prevent an undue focus on short-term profitability at the expense of long-term growth. Rather than restricting necessary investments, the plan incentivizes management to achieve a reasonable, incremental annual margin improvement while maintaining a long-term growth trajectory. Although these incentives are awarded annually, the plan’s design mitigates concerns about short-term bias by aligning compensation with sustainable performance.

Primary Elements of Compensation

Our compensation philosophy is supported by the following primary compensation elements:

Pay Element	How It’s Paid	Purpose
Base Salary	Cash (Fixed)	Provide a competitive base salary rate relative to similar positions in the market and enable the Company to attract and retain critical executive talent.
Short-Term Incentives	Cash (Variable)	Provide annual incentive opportunities that reward executives based on the achievement of key corporate and individual objectives.
Long-Term Incentives	Equity (Variable)	Provide incentives to execute on financial and/or strategic goals that drive the creation of stockholder value and support the Company’s retention strategy.
Bonus Pool Plan (Gregory S. Bentley only)	Cash and Equity (Variable)	Gregory S. Bentley, our Executive Chairperson and President, participates in a different incentive plan from the other NEOs, called the Bonus Pool Plan. The Bonus Pool Plan is a legacy plan from prior to our IPO and was established to compensate a limited set of executives with substantial holdings of Company stock. As a Bonus Pool Plan participant, Gregory S. Bentley is eligible to receive an allocated interest of a bonus pool, which is derived from calculations of our adjusted MROI. Our Sustainability Committee reviews and approves all calculations informing Bonus Pool Plan payments. Awards earned from the Bonus Pool Plan may be received in cash or fully-vested shares of our Class B common stock at the election of the recipient and, additionally, may be deferred into our Non-Qualified Deferred Compensation Plan. The Sustainability Committee believes this unique plan continues to be an appropriate compensation vehicle for Gregory S. Bentley as a significant Company stockholder.

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Compensation Determination Process

Role of Sustainability Committee. Our Sustainability Committee is responsible for oversight of executive compensation, talent development, leadership succession and matters related to environmental, social and governance trends. With regard to executive compensation, the Sustainability Committee is responsible for reviewing our executive compensation philosophy and objectives, approving the structure, components and other elements of executive compensation, and reviewing and approving the compensation of our NEOs. The Sustainability Committee oversees the executive compensation program to accomplish its articulated compensation objectives in line with the compensation philosophy described above.

The Sustainability Committee recognizes its responsibility to maintain a competitive executive compensation program that will support the Company’s ability to attract, motivate and retain top talent while, at the same time, aligning the financial interests of the executives with those of stockholders. Pay for performance and market-based compensation are important elements of the Company’s compensation philosophy.

Role of Executive Officers in Determining Compensation. The Sustainability Committee assesses all components of total direct compensation, including base salary and potential variable compensation, that the NEOs will be eligible to earn on an annual basis. As part of this process, our CEO makes recommendations to the committee for the NEOs, other than for himself and the Executive Chairperson. Such recommendations take into consideration factors such as internal pay equity, changes in responsibilities, compensation levels for similar positions in the industry, and personal performance and contributions. When the Sustainability Committee evaluates the performance of the CEO and approves his annual salary, bonus, and incentives the CEO is not present. As a member of the Board and Executive Chairperson, Gregory S. Bentley makes recommendations and provides input to the Sustainability Committee regarding the compensation of our CEO.

Role of Independent Compensation Consultant. In determining executive compensation for 2025, the Sustainability Committee retained the assistance of Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent outside compensation consultant. In 2025, Pearl Meyer assisted the Sustainability Committee with, among other things:

•

executive and director market pay analysis;

•

reviewing and modifying the compensation peer group;

•

reviewing and modifying executive and director pay programs; and

•

drafting certain proxy statement disclosures, including the Compensation, Discussion & Analysis section.

The Sustainability Committee has sole authority to engage and terminate Pearl Meyer’s services, as well as to approve their fees for services. In its role, Pearl Meyer makes recommendations to the Sustainability Committee but has no authority to make compensation decisions on behalf of the Sustainability Committee. Pearl Meyer had direct access to the Chairperson and the other members of the Sustainability Committee during 2025. Beyond advice related to the executive and director compensation programs, Pearl Meyer did not provide other services to us in 2025.

The Sustainability Committee annually evaluates the compensation consultant’s independence and performance under the applicable Nasdaq listing standards. The Sustainability Committee recognizes the importance of obtaining objective, independent expertise and advice in carrying out its responsibilities, which helps to further the Company’s objectives to recruit and retain qualified executives, align executive interests with those of stockholders and ensure that executive compensation packages will appropriately motivate and reward ongoing achievement of business goals.

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The Sustainability Committee conducted a specific review of its relationship with Pearl Meyer in 2025 and determined that Pearl Meyer’s work for the Sustainability Committee did not raise any conflicts of interest. Pearl Meyer ‘s work conformed to the independence factors and guidance provided by the SEC and Nasdaq.

Use of Market Data and Peer Group Analysis

When considering executive compensation decisions, the Sustainability Committee believes it is important to be informed as to current compensation practices of comparable publicly held companies in the applications software industry, especially to understand the demand and competitiveness for attracting and retaining an individual with each executive’s specific expertise and experience.

With the assistance and recommendations of Pearl Meyer, in January 2025, the Sustainability Committee approved a peer group of reference companies to provide a broad perspective on competitive pay levels and practices and to use when setting 2025 compensation levels. The 2025 peer group is similar to the peer group used for 2024, although we removed two companies (MicroStrategy and Splunk) and replaced them with three new companies (Dynatrace, Nutanix and SPS Commerce) so as to have a peer group whose businesses reflect the general criteria listed below.

When selecting appropriate peers, the general criteria used were:

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industry — publicly traded companies in the application/systems software industry;

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revenues — between $580 million and $6.0 billion (approximately 0.3x to 3.0x of Bentley Systems’ then projected annual revenues);

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market capitalization — between $7.5 billion and $56 billion (approximately 0.3x to 3.0x of Bentley Systems’ then current market value); and

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headcount — between 1,600 to 16,000 employees (approximately 0.3x to 3.0x of Bentley Systems’ headcount).

For the purpose of setting compensation levels for fiscal year 2025, the following 19 public companies were selected as our peer group:

2025 PEER GROUP
Akamai Technologies	DocuSign	Okta
Altair Engineering, Inc.	Dropbox	PTC
ANSYS, Inc.	Dynatrace	SPS Commerce
Aspen Technology, Inc.	Fair Isaac	Tyler Technologies
Autodesk, Inc.	Guidewire Software	Verisign
Cadence Design Systems	Manhattan Associates
Dayforce (formerly Ceridian HCM)	Nutanix

In reviewing our executive officer compensation, including for our NEOs, the Sustainability Committee uses competitive compensation data from an annual total compensation study of selected peer companies and other relevant survey sources to inform its decisions about overall compensation opportunities and specific compensation elements. The Sustainability Committee uses our compensation peer group as one data source among many when setting executive pay packages. Although useful as a reference, the Sustainability Committee does not target a percentile within this peer group as a specific objective. Instead, our compensation decisions are based on the consideration of many factors, including, but not limited to, individual and Company performance, scope of job, market data, internal equity, experience, and

Compensation Discussion & Analysis

TABLE OF CONTENTS

strategic needs, as well as input from and research by Pearl Meyer. As a result of evaluating compensation based on the criteria described above, total target compensation for our NEOs may, in certain circumstances, be above or below the median levels of our peer group.

2025 Executive Compensation Details

Base Salary

Base salary is the primary fixed component of our executive officers’ compensation and helps to attract and retain our talented executives. With the exception of Gregory S. Bentley who participates in our Bonus Pool Plan (and whose base salary has been fixed indefinitely), when setting annual base salaries for our NEOs, the Sustainability Committee’s considerations include, but are not limited to:

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each executive officer’s position and specific responsibilities;

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recent individual performance;

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level and breadth of experience;

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achievement of corporate and strategic goals;

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a review of competitive pay levels at comparable positions at peer companies; and

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retention considerations.

The Sustainability Committee does not apply any specific formulas to determine increases in base salaries for our executive officers but instead makes an evaluation of these considerations. In setting base salaries for our executive officers (other than the Executive Chairperson and President), the Sustainability Committee also considers the recommendations of the CEO and the CEO’s evaluation of each executive’s respective performance. In setting the base salary of our CEO, the Sustainability Committee also considers the input and recommendations of the Executive Chairperson.

Annual base salaries for our NEOs were as follows as of December 31, 2025, and, if the individual was also an NEO in 2024, as of December 31, 2024. James K. Lee joined the Company as Chief Operating Officer in January 2025, and, therefore only his base salary for 2025 is presented below. For 2025, Nicholas H. Cumins’ base salary in local currency did not change from 2024. The negative percentage change in his base salary for 2025 reflected in the table below is the result of currency exchange rates in effect on the date his compensation was set in each year. Please refer to footnote two in the table below for more information.

	Name			2024 Base Salary(1)						2025 Base Salary(1)						% Change
	Nicholas H. Cumins(2)				$	825,755					$	791,603

SEC Form DEF 14A filed by Bentley Systems Incorporated