UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September 12~~October 14, 2025

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BENTLEY SYSTEMS, INCORPORATED

(Exact name of registrant as specified in its charter)

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Delaware	001-39548	95-3936623
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

685 Stockton Drive
Exton, Pennsylvania		19341
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (610) 458-5000

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Class B Common Stock, $0.01 Par Value		BSY		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ¨

Item 8.01 Other Events.

On ~~September~~October 1214, 2025, in accordance with the Indenture (the “Indenture”) dated as of January 26, 2021, between Bentley Systems, Incorporated ~~announced~~(the ~~that~~“Company”) and ~~its~~Wilmington ~~Board~~Trust, ofNational ~~Directors~~Association, ~~declared~~as aTrustee, $relating to the Company’s 0.07125% ~~per~~Convertible ~~share~~Senior ~~dividend~~Notes ~~for~~due 2026 (the “Notes”), ~~third~~the ~~quarter~~Company ofgave ~~2025.~~notice ~~The~~to ~~cash~~the ~~dividend~~Trustee, ~~will~~the beConversion ~~payable~~Agent onand ~~September 30,~~the ~~2025~~Holders to(each ~~all~~as ~~stockholders~~defined ofin ~~record~~the ofIndenture) that ~~Class A~~the ~~and~~Company ~~Class B~~elected ~~common~~to ~~stock~~change the “Default Settlement Method” (as defined in the Indenture) for conversions of Notes to “Physical Settlement” (as defined in the ~~close~~Indenture). As a result, all conversions of ~~business~~Notes occurring on ~~September~~and after October 2315, 2025. Awill ~~copy~~be ofsettled ~~the~~by ~~press~~delivery ~~release~~of isshares ~~attached~~of ~~hereto~~the asCompany’s ~~Exhibit~~Class ~~99.1~~B ~~and~~common isstock ~~incorporated~~using ~~herein~~Physical bySettlement ~~reference~~in accordance with the Indenture.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description	~~Description~~
99.1		Press release dated September 12, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Bentley Systems, Incorporated		~~Bentley Systems, Incorporated~~
Date: September 12, 2025			By:	/s/ DAVID R. SHAMAN
Date: October 14, 2025	By:	/s/ DAVID R. SHAMAN
	Name:	David R. Shaman	~~Name:~~	~~David R. Shaman~~
	Title:	Chief Legal Officer and Secretary	~~Title:~~	~~Chief Legal Officer and Secretary~~

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