Docebo substantial issuer bid expires

Executive Summary

• Docebo Inc. announced the results of its substantial issuer bid to repurchase up to $60 million (U.S.) of its outstanding common shares, which expired on March 10, 2026.
• The offer was oversubscribed, with 3,810,842 common shares tendered. The company expects to purchase 2,941,176 shares at $20.40 (U.S.) per share for an aggregate consideration of $60 million (U.S.).
• Following the transaction, approximately 25,819,890 common shares are expected to be issued and outstanding, representing a reduction of approximately 10.2% of the pre-offer issued and outstanding shares.

Key Details

• Transaction Structure: Substantial issuer bid to repurchase common shares for cancellation.
• Offer Price: $20.40 (U.S.) per common share.
• Gross Proceeds/Aggregate Consideration: $60,000,000 (U.S.).
• Shares Tendered: 3,810,842 common shares.
• Shares Purchased: 2,941,176 common shares (excluding odd-lot tenders purchased on a priority basis).
• Proration Rate: Shareholders (excluding odd-lot holders) are expected to have approximately 74.52% of their successfully tendered shares purchased.
• Pre-Transaction Share Count: Approximately 28,761,066 common shares (implied from the 10.2% reduction calculation based on Feb 1, 2026 data).
• Post-Transaction Share Count: Approximately 25,819,890 common shares expected to be issued and outstanding.
• Major Shareholder Impact (Intercap Inc.):
  • Pre-offer ownership: 16,285,964 shares (~56.6% of issued and outstanding).
  • Shares acquired under offer: 372,612 shares (after proration).
  • Post-offer ownership: 15,913,352 shares (~61.6% of issued and outstanding).
• Other Insiders: No other directors or officers tendered common shares pursuant to the offer.
• Settlement: Preliminary count by TSX Trust Company; final number subject to verification by the depositary and delivery of shares through notices of guaranteed delivery within the one-trading-day settlement period.
• Documentation: Full details available in the offer to purchase and issuer bid circular dated Feb. 1, 2026, filed on SEDAR+ and EDGAR.