Docebo Inc. Provides Update on Substantial Issuer Bid

Executive Summary

• Docebo Inc. reaffirmed its substantial issuer bid to repurchase up to US $60 million of common shares at US $20.40 per share, with the offer expiring on March 10, 2026.
• Intercap Equity Inc., holder of ~56.6% of Docebo’s shares, indicated it may still participate in the offer to maintain its ownership level.
• The company will fund the buy‑back using roughly US $30 million cash on hand and a US $30 million drawdown from an amended $100 million revolving credit facility with National Bank of Canada.

Key Details

• Offer Size & Price: Up to US $60 million of common shares at US $20.40 per share.
• Intercap Participation: Intercap may tender shares to the offer, aiming to keep its current ownership stake (~56.6%). Intercap controls 3,630,715 shares pending acquisition from WPGG 14 Investment Ltd. IV (closing ~Feb 27, 2026).
• Board Position: The Board continues to support the offer, stating the current market price undervalues the company’s business and prospects.
• Financing Structure:
• US $30 million cash on hand.
• US $30 million drawdown from an amended revolving credit facility (total commitment now $100 million).
• Credit Facility Details:
• Amended agreement with National Bank of Canada and other lenders.
• Term: three years; variable interest tied to financial ratios.
• Includes an “accordion” feature allowing up to an additional US $50 million if requested and approved.
• Secured against all company assets and a pledge of certain subsidiary equity interests.
• Use of Facility: General corporate purposes, acquisitions, investments, including funding the share repurchase offer.
• Offer Expiration: March 10, 2026 (subject to extension, variation, or withdrawal).
• Shareholder Action Required: Holders with shares in nominee accounts must contact their nominees promptly to deposit shares under the offer.

Notable Quotes

“Intercap’s change of intention relates solely to Intercap’s capital management requirements and should not be interpreted as a view on Docebo’s value or prospects,” – Jason Chapnik, Chairman & CEO, Intercap.
“As Docebo’s largest shareholder, Intercap remains committed to the Company and believes strongly in its future.” – Jason Chapnik

All forward‑looking statements are subject to risks and uncertainties detailed in Docebo’s Annual Information Form (dated February 27, 2025) and other regulatory filings.