Docebo Inc. (NASDAQ:DCBO, TSX:DCBO) ("Docebo" or the "Company"), the Enterprise Platform for the AI-era workforce, unifying skills intelligence, learning, and knowledge in one closed loop, announced that its board of directors (the "Board") has approved a substantial issuer bid (the "Offer") under which the Company will offer to repurchase for cancellation up to US$70,000,000 of its outstanding common shares ("Common Shares") at a price of US$20.40 per Common Share. In connection with the Offer, Docebo also announced preliminary (unaudited) financial results for the three months ended June 30, 2026 and financial guidance for Q3-2026 ending September 30, 2026 and the fiscal year ended December 31, 2026. As previously announced, the Company expects to report its full Q2-2026 financial results before the market opens on Friday, August 7, 2026.

Substantial Issuer Bid

The Offer will not be conditional upon any minimum number of Common Shares being tendered. The Offer will, however, be subject to other conditions and the Company will reserve the right, subject to applicable laws, to withdraw or amend the Offer, if, at any time prior to the expiration of the Offer, certain events occur. If Common Shares with an aggregate purchase price of more than US$70,000,000 are properly tendered and not properly withdrawn, the Company will purchase the Common Shares on a pro rata basis except that "odd lot" tenders (of holders beneficially owning fewer than 100 Common Shares) will not be subject to pro-ration.

The Company is making the Offer as it believes that the recent trading price of its Common Shares is not fully reflective of the value of its business and future prospects. In such circumstances, the Company and the Board believe that the Offer is in the best interests of the Company and represents a desirable use of a portion of its existing liquidity. The Company intends to fund the Offer through a combination of approximately US$10,000,000 of cash on hand and an approximate US$60,000,000 draw down on its credit facility. The Company recently increased the size of its credit facility from US$100,000,000 to US$150,000,000.

The Company remains focused on making investments to promote long-term growth and profitability, while creating immediate value for shareholders through the Offer. Following the Offer, the Company expects to continue having access to liquidity which, combined with the cash flow that it expects to generate, will allow the Company to continue investing in areas of growth, including through strategic investments such as acquisitions.

Intercap Inc. ("Intercap"), which beneficially owns approximately 63.9% of the Company’s issued and outstanding Common Shares has informed the Company that it intends to participate in the Offer in a manner consistent with maintaining at least its current level of ownership on a percent of outstanding Common Shares basis. To the Company’s knowledge, no other directors or officers have indicated an intention to tender Common Shares to the Offer. Such individuals may sell Common Shares on the TSX or Nasdaq while the Offer is outstanding.

The Company has engaged Canaccord Genuity Corp. as financial advisor for the Offer and TSX Trust Company to act as the depositary for the Offer. Any questions or requests for information may be directed to TSX Trust Company, as the depositary for the Offer, at 1-866-600-5869 (Toll Free – North America).

The Offer will be for up to approximately 13.8% of the total number of issued and outstanding Common Shares on a non-diluted basis. The Offer is denominated in United States dollars and shareholders will receive payment in United States dollars, while Canadian shareholders will receive payment in Canadian dollars, unless, at their option, they elect to receive payment in United States dollars.

The Board has approved the Offer. However, none of the Company, Canaccord Genuity Corp. or TSX Trust Company makes any recommendation to any shareholder as to whether to deposit or refrain from depositing Common Shares under the Offer. Shareholders are urged to evaluate carefully all information in the Offer, consult their own financial, legal, investment and tax advisors, and make their own decisions as to whether to deposit Common Shares under the Offer.

The formal offer to purchase and issuer bid circular, letter of transmittal and notice of guaranteed delivery (collectively, the "Offer Documents") containing the terms and conditions of the Offer and instructions for tendering Common Shares will be filed with the applicable securities regulators and mailed to shareholders on or about July 21, 2026. The Offer Documents will be available free of charge under the Company’s SEDAR+ profile at www.sedarplus.ca and on EDGAR at www.sec.gov. Shareholders should carefully read the Offer Documents prior to making a decision with respect to the Offer. In particular, the Offer Documents describe certain tax consequences to shareholders of selling Common Shares under the Offer, including that shareholders who sell Common Shares under the Offer are generally expected to be deemed to receive a dividend equal to the excess of the purchase price over the paid-up capital of a Common Share for purposes of the Income Tax Act (Canada), which paid-up capital the Company estimates will be approximately C$10.97 per Common Share.

The Company has temporarily suspended purchases of Common Shares pursuant to the Company’s normal course issuer bid, which commenced on May 20, 2026 and expires no later than May 19, 2027 in accordance with applicable securities legislation.

The Offer referred to in this press release has not yet commenced. This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Common Shares. The solicitation and the offer to buy Common Shares will only be made pursuant to the Offer Documents to be filed with the applicable securities regulators in Canada and the United States.

Preliminary (Unaudited) Second Quarter 2026 Financial Results

In connection with the Offer, Docebo also announced preliminary (unaudited) financial results for the three months ended June 30, 2026.

Subscription revenue is expected to be between US$63.5 and US$63.7 million for the second quarter of 2026, an increase of 11.2% to 11.6% compared to US$57.1 million for the second quarter of 2025
Total revenue is expected to be between US$68.3 and US$68.5 million for the second quarter of 2026, an increase of 12.5% to 12.9% compared to US$60.7 million for the second quarter of 2025
Adjusted EBITDA1 is expected to be between US$10.9 and US$11.1 million for the second quarter of 2026, an increase of 18.5% to 20.7% compared to US$9.2 million for the second quarter of 2025
Annual Recurring Revenue1is expected to be US$255.1 million as at June 30, 2026, an increase of 9.5% compared to US$233.1 million as at June 30, 2025. ARR was negatively impacted in the quarter by US$0.4 million due to the effects of foreign exchange
Our largest OEM customer is expected to represent 2.5% of ARR as of June 30, 2026, compared to 8.4% as of June 30, 2025.
Excluding our largest OEM customer, acquired ARR from acquisitions and after adjusting for the above noted negative impact due to the effects of foreign exchange, ARR as of June 30, 2026 increased by approximately 13.9% from the same date in the prior year.
At June 30, 2026, total cash and cash equivalents are expected to be US$45.7 million and total borrowings were US$88.0 million.
1 Please refer to the "Non-IFRS Measures and Key Performance Indicators" section of this press release.

These estimates are preliminary and are inherently uncertain due to a number of factors. They remain subject to Docebo management and Audit Committee reviews and the completion of regular financial closing and review procedures for the three months ended June 30, 2026. Additional adjustments to the preliminary estimates presented above may be identified, and final results for the relevant fiscal periods may differ materially from these preliminary estimates and will not be finalized until after the Company completes its normal quarter-end accounting procedures, including execution of internal controls over financial reporting, and its external auditors, KPMG LLP, completes their review of the consolidated financial statements for the quarter ended June 30, 2026. These preliminary estimates are intended to provide information about management’s current expectations regarding certain aspects of Docebo’s financial performance. Reliance on the information presented herein may not be appropriate for other purposes.

Financial Outlook

Docebo is providing new and updated financial guidance as follows:

Initial Guidance for Q3-2026

Subscription revenue is expected to be between US$64.9 million and US$65.1 million
Total revenue is expected to be between US$69.5 and US$69.7 million
Adjusted EBITDA is expected to be between US$15.9 and US$16.1 million
Revised Guidance for Fiscal Year ended December 31, 2026

Subscription revenue is expected to be between US$255.5 million and US$257.5 million
Total revenue is expected to be between US$274.5 and US$276.5 million
Adjusted EBITDA is expected to be between US$54.5 and US$56.5 million
The information in this section is forward-looking. Please see the sections titled "Non-IFRS Measures and Key Performance Indicators" in this press release for how we define "Adjusted EBITDA" and the section titled "Forward-Looking Information." Docebo believes that this type of guidance provides useful insight into the anticipated performance of its business.