Bentley Systems (BSY) risk factors, FY2025 10-K

Risks Related to Our Business and Industry

1. 01Demand for our software is subject to volatility in our accounts’ underlying businesses, which includes infrastructure projects that typically have long timelines
2. 02The majority of our revenues and an increasing percentage of our operations are attributable to operations outside the U.S., and our results of operations therefore may be materially affected by the legal, regulatory, social, political, economic, and other risks of foreign operations
3. 03Decreased investment by APAC, including China, may have a negative effect on our business32% rewritten
4. 04We are exposed to fluctuations in currency exchange rates that could negatively impact our financial results and cash flows
5. 05In addition, countries in which we operate may be classified as highly inflationary economies, requiring special accounting and financial reporting treatment for such operations, or such countries’ currencies may be devalued, or both, which may harm our business, financial condition, and results of operations
6. 06We may not be able to increase the number of new subscription‑based accounts or cause existing accounts to renew their subscriptions, which could have a negative impact on our future revenues and results of operations
7. 07Consolidation among our accounts and other enterprises in the markets in which we operate may result in a loss of business
8. 08Quality problems, defects, errors, failures, or vulnerabilities in our software or services could harm our reputation and adversely affect our business, financial condition, results of operations, and prospects
9. 09Our business, financial condition, results of operations, and prospects may be harmed if we are unable to cross‑sell our software offerings47% rewritten
10. 10There are significant costs and restrictions associated with the repatriation of cash from our non-U.S. operations
11. 11From time to time we realign or introduce new business initiatives, including reorganizing our sales and marketing, research and development, and administrative functions; if we fail to successfully execute and manage these initiatives, our results of operations could be negatively impacted
12. 12A portion of our revenues are from sales by our channel partners and we could be subject to loss or liability based on their actions23% rewritten
13. 13We incorporate artificial intelligence and machine learning (collectively “AI” herein this item) into our software offerings, and challenges with properly managing its use could result in reputational harm, or liability, and adversely affect our operations48% rewritten

Risks Related to Information Technology (“IT”) Systems and Intellectual Property

1. 14litigation, and possible liability. Although we devote resources to maintaining our security and integrity, we may not prevent security incidentsNew
2. 15Failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand
3. 16Increasingly regulatory focus on privacy, data protection, cross-border data flows, and information security issues, and new and expanding laws may apply to our business and non‑compliance with such rules may limit the use and adoption of our services, adversely affect our business, or expose us to increased liability
4. 17The costs of compliance with and other burdens imposed by laws, regulations, and standards may limit the use and adoption of our services and reduce overall demand for them, or lead to significant fines, penalties, or liabilities for any noncompliance
5. 18Assertions by third parties of infringement or other violations by us of their intellectual property rights could result in significant costs and harm our business, financial condition, and results of operations

Risks Related to Regulation and Litigation

1. 19Recent and potential tariffs imposed by the U.S. government or a global trade war could increase the cost of our products and services and the cost of conducting our business, which could harm our business, financial condition, and results of operations
2. 20We are subject to governmental sanctions compliance, and export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls
3. 21We may face exposure to product or professional liability claims that could cause us to be liable for damages

Risks Related to Our Indebtedness

1. 22We may incur substantial additional debt, which could exacerbate the risks described above
2. 23Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flows from our business to pay our substantial debt

Risks Related to Our Class B Common Stock

1. 24We issued convertible notes that have rights senior to our Class B common stock26% rewritten
2. 25The accounting method for reflecting the 2027 Notes on our consolidated balance sheets and reflecting the underlying shares of our Class B common stock in our reported diluted earnings per share may adversely affect our reported earnings and financial condition21% rewritten
3. 26The conditional conversion feature of the 2027 Notes may adversely affect our financial condition and results of operations24% rewritten
4. 27Conversion of the 2027 Notes will dilute the ownership interest of existing stockholders, including holders who had previously converted their 2027 Notes, or may otherwise depress the price of our Class B common stock36% rewritten
5. 28The capped call transactions entered into when we issued the 2027 Notes may affect the value of our common stock
6. 29The choice of forum provision in our amended and restated certificate of incorporation could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or colleagues
7. 30Global economic and political conditions may negatively impact our business, financial condition, results of operations, and cash flows
8. 31Changes in existing financial accounting standards or practices, or taxation rules or practices may adversely affect our results of operations39% rewritten
9. 32If our goodwill or amortizable intangible assets become impaired, then we could be required to record a significant charge to earnings