BSYBENTLEY SYSTEMS INC

Services-Prepackaged Software

Revenue: $1.5B; 11% YoY
Operating margin: 24.1%; 8.1% YoY
EBITDA: $363M; 20% YoY
Market cap: $13.1B
Employees: 5,800; $259K revenue each
Net debt / EBITDA: 3.0×; $1.1B net debt
AI in 10-K: 5.6; mentions per 10K words

Takeover score 3 of 13

Fixable underperformance 2 of 7

TSR below peersYes
4 of 5 years
3+ of last 5 years
High CEO pay despite TSRNo
—
Median CEO pay ≥ $15M while TSR trails
Earnings not backed by cashNo
194% of net income
Cash flow under 80% of net income
Dilutive SBCNo
5% of revenue
Over 10% of revenue
Payouts exceed cash flowNo
39% of cash flow
Buybacks + dividends over cash flow
Goodwill-heavyYes
69% of assets
Over 40% of assets
Shareholder dissentNo
88% lowest support
Any vote under 80% support

Buyer economics 1 of 4

Low revenue per employeeYes
$259K · 16th pct
Bottom quartile of its SIC industry
Quiet on AINo
5.6 per 10K words · 85th pct
Bottom quartile of AI mentions in 10-Ks
Net cashNo
3.0× EBITDA net debt
More cash than debt, positive EBITDA
Buyout-sizedNo
$13.1B market cap
Market cap $500M–$5B

Catalysts 0 of 2

Active 13DNo
0 filings
Active-intent 13D in 18 months
Net insider sellingNo
−$6M net
Net sales over $10M in 12 months

Financials

Metric	FY2021	FY2022	FY2023	FY2024	FY2025	YoY	Trend
Revenue	$965M	$1.1B	$1.2B	$1.4B	$1.5B	11%
Operating income	$95M	$209M	$231M	$302M	$363M	20%
Net income	$93M	$175M	$327M	$235M	$278M	18%
Operating cash flow	$288M	$274M	$417M	$435M	$538M	24%
Capex	$18M	$19M	$25M	$14M	$18M	30%
Stock-based comp	$49M	$75M	$73M	$74M	$73M	2.5%
Buybacks	$0	$28M	$0	$64M	$125M	94%
Dividends	$33M	$34M	$59M	$72M	$85M	18%

Deal filings

None.

13D filers

None on file.

Insider trading

Open-market buys, 12 mo: $0 · 0
Open-market sells, 12 mo: $6M · 4
Net: −$6M

Pay vs performance

Year	CEO total comp	Comp actually paid	TSR (indexed)	Peer TSR
FY2025	—	—	96	183
FY2024	—	—	117	165
FY2023	—	—	130	139
FY2022	—	—	92	88
FY2021	—	—	120	131