Early Warning Report Issued Pursuant to National Instrument 62-103 Acquisition of Securities of Docebo Inc. by Intercap Equity Inc.

Executive Summary

• Intercap Equity Inc. entered into a definitive agreement to acquire 3,630,715 Docebo Inc. common shares from WPGG 14 Investment Ltd. IV for US$68.15 million (C$95.81 million), at US$18.77 per share.
• Upon closing (expected ~Feb 27 2026), Intercap and its controlling shareholder Jason Chapnik will increase their ownership to approximately 56.8% of Docebo’s outstanding common shares (≈54.2% fully‑diluted).
• The transaction is being completed under the “private agreement exemption” from NI 62‑104 takeover rules; no public bid is being made and consideration does not exceed 115 % of market price.

Key Details

• Purchased Shares: 3,630,715 Docebo common shares.
• Purchase Price: US$68,148,520.55 (C$95,810,005.04) – US$18.77 (C$26.39) per share.
• Closing Date: Expected on or about February 27 2026, subject to limited closing conditions.
• Current Ownership (pre‑transaction): Intercap + Jason Chapnik own 12,686,019 shares (~44.15% of outstanding, ~42.11% fully diluted).
• Post‑Transaction Ownership: Projected 16,316,734 shares (~56.78% of outstanding, ~54.16% fully diluted).
• Purpose of Acquisition: Eliminate market overhang from WP’s position and provide liquidity to WP; shares will be held for investment purposes.
• Regulatory Basis: Transaction relies on the “private agreement exemption” under NI 62‑104 Section 4.2 (≤5 sellers, no general offer, consideration ≤115 % of market price).
• Potential Future Actions: Intercap may consider acquiring/disposing additional Docebo securities or engaging in strategic discussions that could trigger further reporting requirements under Items 5(a)–(k) of the Early Warning Report.

Notable Quotes

(No direct quotes were provided in the release.)