Docebo (NASDAQ: DCBO) launches US$60M bid to buy back shares

Rhea-AI Filing Summary

Docebo Inc. has formally commenced a substantial issuer bid to repurchase for cancellation up to 2,941,176 of its outstanding common shares. The company is offering US$20.40 per share, with the total amount of shares bought back capped at an aggregate price of up to US$60,000,000.

The offer begins on February 3, 2026 and is scheduled to expire on March 10, 2026, unless it is extended, varied or withdrawn. Full details are provided in the offer documents filed on SEDAR+ and EDGAR, which have been mailed to shareholders. Docebo emphasizes that investors should carefully review these documents before deciding whether to tender shares.

Insights

Equity capital structure analyst

Docebo launches up to US$60M issuer bid at a fixed cash price.

Docebo is initiating a substantial issuer bid to buy back up to 2,941,176 common shares at US$20.40 each, for a maximum of US$60,000,000. This is a targeted, time-limited tender offer rather than an open-ended repurchase program, which can significantly reshape the shareholder base depending on participation.

The offer runs from February 3, 2026 to a scheduled expiry on March 10, 2026, with the option to extend, vary or withdraw. The transaction is a cash outlay by the company in exchange for cancelling shares, so the ultimate impact depends on how many shareholders choose to tender at the stated price.

Key factors include the proportion of outstanding shares tendered and any subsequent disclosures on financing, given the aggregate cap of US$60,000,000. Future company filings may provide more detail on take-up levels and the resulting post-offer share count.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

Commission File Number 001-39750

DOCEBO INC.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name)

366 Adelaide St. West

Suite 701

Toronto, Ontario, Canada M5V 1R7

(800) 681-4601

(Address and telephone number of registrant’s principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☐   Form 40-F ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

DOCUMENTS INCLUDED AS PART OF THIS REPORT

Exhibit
99.1		Press Release of Docebo Inc., dated February 3, 2026, titled “Docebo Inc. Announces Commencement of Previously Announced Substantial Issuer Bid”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

				Docebo Inc.
Date: February 3, 2026				By:		/s/ Brandon Farber
						Name: Brandon Farber
						Title:  Chief Financial Officer

Exhibit 99.1

Docebo Inc. Announces Commencement of Previously Announced Substantial Issuer Bid

TORONTO, ONTARIO – February 3, 2026 – Docebo Inc. (NASDAQ: DCBO; TSX: DCBO) (“Docebo” or the “Company”), a leading learning platform provider with a foundation in artificial intelligence (AI) and innovation, is pleased to announce the formal commencement of the previously announced substantial issuer bid (the “Offer”) under which the Company will offer to repurchase for cancellation up to 2,941,176 of its outstanding common shares (“Common Shares”) at a price of US$20.40 per Common Share, for an aggregate price not exceeding US$60,000,000. The Offer commences on the date hereof and will expire on March 10, 2026, unless extended, varied or withdrawn. Further details regarding the Offer can be found in the Company’s press release of January 29, 2026.

The Offer Documents have been filed with the applicable securities regulators and were mailed to shareholders on February 3, 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.

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.

Forward-Looking Information

This news release may contain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws.

In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects”, “is expected”, “an opportunity exists”, “budget”, “scheduled”, “estimates”, “outlook”, “forecasts”, “projection”, “guidance”, “prospects”, “strategy”, “intends”, “anticipates”, “believes”, “assumes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or, “will”, “occur” or “be achieved”, and similar words or the negative of these terms and similar terminology. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances.

This forward-looking information in this press release includes, but is not limited to, statements regarding the Company’s business; and the Company’s intentions and expectations with respect to the Offer, the size, timing, and the terms and conditions of the Offer.

This forward-looking information is based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Certain assumptions include those relating to: our ability to build our market share and enter new markets and industry verticals; our ability to attract and retain key personnel; our ability to maintain and expand geographic scope; our lender’s agreement to increase the size of our credit facility on the terms and timing proposed; our ability to execute on our expansion plans; our ability to continue investing in infrastructure to support our growth; our ability to obtain and maintain existing financing on acceptable terms; our ability to execute on profitability initiatives; our ability to maintain the authorization required for use of our platform across the public sector; currency exchange and interest rates; the impact of inflation and global macroeconomic conditions; the impact of competition; our ability to respond to the changes and trends in our industry or the global economy; and the changes in laws, rules, regulations, and global standards are material factors made in preparing forward-looking information and management’s expectations.

Forward-looking information is also subject to a number of risks that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to, risks that the Company will perform as expected and those factors discussed in greater detail under the “Risk Factors” section in our Annual Information Form dated February 27, 2025 (the “AIF”), available free of charge under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov, and should be considered carefully by prospective investors.

Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Accordingly, you should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this press release represents our expectations as of the date specified herein and are subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward- looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.

Additional information relating to Docebo, including our AIF, can be found on SEDAR+ at www.sedarplus.ca.

About Docebo

Docebo is redefining the way enterprises leverage technology to create and manage content, deliver training, and measure the business impact of their learning programs. With Docebo’s end-to-end learning platform, organizations worldwide are equipped to deliver scaled, personalized learning across all their audiences and use cases, driving growth and powering their business.

For further information, please contact:

Mike McCarthy

Vice President – Investor Relations

(214) 830-0641

mike.mccarthy@docebo.com

FAQ

What did Docebo Inc. (DCBO) announce in this 6-K filing?

Docebo Inc. announced the formal start of a substantial issuer bid to repurchase for cancellation up to 2,941,176 common shares. The offer is made at US$20.40 per share, with a maximum total cash outlay of US$60,000,000, subject to offer conditions.

How large is Docebo’s substantial issuer bid and at what price?

Docebo’s substantial issuer bid covers up to 2,941,176 outstanding common shares at a fixed price of US$20.40 per share. The total amount the company will spend is capped at an aggregate purchase price of US$60,000,000 under this offer.

When does the Docebo (DCBO) issuer bid start and when does it expire?

The issuer bid formally begins on February 3, 2026 and is scheduled to expire on March 10, 2026. The company notes that the offer period may be extended, varied, or withdrawn in accordance with applicable securities regulations and the offer documents.

Where can Docebo shareholders find the full details of the issuer bid?

Full details are contained in the offer documents filed with Canadian and U.S. regulators. These documents are available free of charge on SEDAR+ under Docebo’s profile and on EDGAR, and have also been mailed to shareholders as of February 3, 2026.

Is this Docebo press release itself an offer to buy common shares?

No. The press release explicitly states it is for informational purposes only and does not constitute an offer to buy or a solicitation to sell shares. The actual offer is made solely under the formal offer documents filed with securities regulators in Canada and the United States.

What business is Docebo Inc. (DCBO) engaged in?

Docebo provides an end-to-end learning platform that helps enterprises create and manage training content, deliver learning at scale, and measure business impact. Its platform uses artificial intelligence to support personalized learning for various audiences and use cases worldwide.