Item 3.02 Unregistered Sales of Equity Securities.

As previously announced, on November 16, 2021 Bentley Systems, Incorporated (the "Company"), PLS Holdings, LLC ("Power Line Systems") and certain direct and indirect equity holders of Power Line Systems entered into a transaction agreement (the "Transaction Agreement"). Pursuant to the Transaction Agreement, the Company has agreed, among other things, to acquire Power Line Systems in exchange for consideration of approximately $700 million, subject to certain adjustments. The consideration is payable, at the Company's election, in cash or a combination of cash and a number of shares of the Company's class B common stock, $0.01 par value per share (the "Company Shares") equal to up to 50% of the total consideration, based on a weighted-average price of Company Shares determined at the closing of the transaction. The Company Shares, if any, issued at the closing under the Transaction Agreement will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Regulation S of the Securities Act, as applicable.

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