Docebo Inc. Announces Substantial Issuer Bid, Preliminary Unaudited Fourth Quarter 2025 Financial Results and 2026 Guidance
Executive Summary
- Docebo’s Board approved a up‑to US$60 million issuer bid to repurchase and cancel common shares at US$20.40 per share, funded by roughly US$30 million cash on hand plus a US$30 million drawdown on its credit facility (which it is seeking to increase to US$100 million).
- The company released unaudited Q4 2025 results showing revenue of US$62.7‑63 M (+10‑11% YoY) and Adjusted EBITDA of US$12.9‑13.2 M (+36‑39% YoY); Annual Recurring Revenue reached US$238.1 M, an 8% increase year‑over‑year.
- FY 2026 guidance projects total revenue of US$267.5‑269.5 M and Adjusted EBITDA of US$52.5‑54.5 M.
Key Details
- Issuer Bid Terms
- Maximum purchase amount: US$60 million (≈10.23% of outstanding shares on a non‑diluted basis).
- Offer price: US$20.40 per common share, payable in USD (or CAD for Canadian shareholders at option).
- Funding: ~US$30 M cash on hand + ~US$30 M drawdown on existing credit facility; pending increase of facility from US$50 M to US$100 M (conditionally approved).
- No minimum tender amount; pro‑rata allocation if oversubscribed, except “odd lot” tenders (<100 shares) are not prorated.
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Intercap Equity Inc., holder of ~56.6% of Docebo’s shares, will not participate in the bid. No other directors/officers have indicated participation.
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Financial Advisor & Depositary
- Financial advisor: Canaccord Genuity Corp.
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Depositary: TSX Trust Company (contact 1‑866‑600‑5869).
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Preliminary Q4 2025 Results (Unaudited)
- Revenue: US$62.7‑63 M (↑10‑11% YoY vs. $57 M).
- Adjusted EBITDA: US$12.9‑13.2 M (↑36‑39% YoY vs. $9.5 M).
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Annual Recurring Revenue (ARR): US$238.1 M (↑8% YoY); largest OEM customer now represents 4.4% of ARR (down from 9.5%).
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FY 2026 Guidance
- Total revenue forecast: US$267.5‑269.5 M.
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Adjusted EBITDA forecast: US$52.5‑54.5 M.
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Liquidity & Credit Facility
- Current credit facility: US$50 M; seeking to double to US$100 M (conditional lender approval).
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Post‑bid, the company expects continued access to liquidity for growth investments and potential acquisitions.
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Tax Considerations
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Shareholders selling under the bid will be deemed to receive a dividend equal to the excess of purchase price over paid‑up capital (estimated C$11.00 per share).
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Regulatory Filings
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Offer documents (circular, transmittal letter, notice of guaranteed delivery) to be filed with securities regulators and mailed around Feb 3 2026; also available on SEDAR+ and EDGAR.
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Additional Disclosures
- The issuer bid is pending; this release is informational only and does not constitute an offer.
- The company has temporarily suspended its normal course issuer bid (NCIB) that runs May 20 2025 – May 19 2026.
Notable Quotes
- “We believe the recent trading price does not fully reflect Docebo’s value and future prospects, making this offer a desirable use of liquidity for shareholders.” — Board statement (paraphrased).