On April 23, 2026, Bentley Systems, Incorporated (the "Company") entered into a First Amendment and Incremental Facility Agreement, dated as of April 23, 2026 (the "First Amendment"), by and among the Company, the subsidiary loan parties thereto, the lenders party thereto and PNC Bank, National Association, as administrative agent, which amends that certain Second Amended and Restated Credit Agreement, dated as of October 18, 2024 (the "Credit Agreement"), by and among the Company, the lenders party thereto and PNC Bank, National Association, as administrative agent.

The First Amendment amends the Credit Agreement to, among other things, provide for a new $550 million senior secured term loan (the "Term Loan"), which matures on October 18, 2029 (subject to a "springing" maturity date on the date that is 91 days prior to the maturity of the Company's outstanding convertible debt, unless on such date the Company meets certain liquidity requirements set forth in the Credit Agreement).

The Term Loan may be repaid at any time without payment of any prepayment premiums and bears interest, at the Company's option, at the Alternate Base Rate or Term SOFR Rate (each as defined in the Credit Agreement), plus a margin based on the Company's Net Leverage Ratio (as defined in the Credit Agreement). The Term Loan is subject to quarterly amortization equal to 1.25% of the initial aggregate principal amount of the Term Loan, on the last business day of each fiscal quarter of the Company commencing on June 30, 2027.

The foregoing summary of the First Amendment is not intended to be complete and is qualified in its entirety by reference to the First Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 2.03        Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated herein by reference.