Docebo to cancel 99K shares in $2.48M buyback

Docebo completes a modest substantial issuer bid while Intercap maintains a controlling 63.7% ownership stake.

Rhea-AI Filing Summary

Docebo Inc. (DCBO) announced the final results of its substantial issuer bid and will take up and purchase for cancellation 99,332 common shares at US$25.00 per share, for aggregate consideration of US$2,483,300. The shares purchased represent about 0.4% of issued and outstanding common shares on a non-diluted basis as of July 20, 2026. After giving effect to the bid and option exercises between launch and completion, 24,947,594 common shares will be issued and outstanding. Intercap Inc. tendered 13,351 shares and continues to beneficially own 15,900,000 shares, or approximately 63.7% of Docebo’s common shares, with its reduced percentage attributed to dilution from option exercises rather than an intended ownership reduction.

Key Figures

Shares purchased for cancellation: 99,332 shares Purchase price per share: US$25.00 per share Aggregate consideration: US$2,483,300 +4 more

7 metrics

Shares purchased for cancellation 99,332 shares Common shares to be taken up under the substantial issuer bid

Purchase price per share US$25.00 per share Price paid for each common share under the issuer bid

Aggregate consideration US$2,483,300 Total cash consideration for shares purchased in the offer

Portion of shares repurchased 0.4% Percentage of issued and outstanding common shares as of July 20, 2026

Shares outstanding after offer 24,947,594 shares Issued and outstanding common shares after the offer and option exercises

Intercap shares tendered 13,351 shares Number of Intercap’s common shares tendered into the offer

Intercap ownership 15,900,000 shares (63.7%) Intercap’s beneficial ownership of Docebo common shares after the offer

Key Terms

substantial issuer bid, purchase for cancellation, non-diluted basis, beneficially own, +1 more

5 terms

substantial issuer bid financial

"announces final results of its substantial issuer bid"

A substantial issuer bid is an offer by a company to buy back a large block of its own shares directly from existing shareholders, usually at a set price and for a fixed period. It matters to investors because such a large buyback can raise the value of remaining shares, change voting power, or signal management’s view that the stock is undervalued — like a homeowner buying back many neighborhood houses, shrinking the supply and shifting ownership.

purchase for cancellation financial

"will take up and purchase for cancellation 99,332 of its common shares"

non-diluted basis financial

"represent approximately 0.4% of the issued and outstanding Common Shares on a non-diluted basis"

Non-diluted basis describes ownership percentages or per-share figures calculated using only the company’s currently outstanding shares, ignoring any potential future shares from options, warrants, convertibles or planned issuances. Investors use it to see the present snapshot of claims or earnings per share as if the pie’s size won’t change; it’s like measuring each person’s slice today without accounting for guests who might later get slices.

beneficially own financial

"Intercap continues to beneficially own 15,900,000 Common Shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

issuer bid circular regulatory

"described in the offer to purchase and issuer bid circular dated July 20, 2026"

An issuer bid circular is a formal disclosure document a company files when it plans to buy back its own shares or other securities from the market or from holders. It explains the size, timing, price range, reasons for the buyback and how it will affect existing investors, so readers can judge whether the move may boost per‑share value, change ownership stakes or signal management’s view of the company’s prospects — similar to a homeowner explaining why they’re repurchasing and retiring spare keys.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Docebo Inc. announced the final results of its substantial issuer bid, confirming it will purchase for cancellation 99,332 common shares at US$25.00 per share for total consideration of US$2,483,300.

How large is Docebo’s substantial issuer bid relative to its share count?

The substantial issuer bid covers 99,332 common shares, which represents approximately 0.4% of Docebo’s issued and outstanding common shares on a non-diluted basis as of July 20, 2026.

How many Docebo (DCBO) shares will be outstanding after the issuer bid?

After giving effect to the substantial issuer bid and stock option exercises between the launch and completion of the offer, Docebo states that 24,947,594 common shares will be issued and outstanding.

What is Intercap Inc.’s ownership in Docebo (DCBO) after the offer?

Intercap Inc. tendered 13,351 common shares but continues to beneficially own 15,900,000 common shares, representing approximately 63.7% of Docebo’s issued and outstanding common shares.

Did Intercap significantly reduce its stake in Docebo (DCBO) through the issuer bid?

No. Docebo notes that the marginal decrease in Intercap’s ownership percentage reflects dilution from stock option exercises, not an intended reduction by Intercap. Intercap remains the controlling shareholder with about 63.7% ownership.

Did any other Docebo directors or officers tender shares into the issuer bid?

Docebo states that no other directors or officers tendered common shares pursuant to the substantial issuer bid.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/11/2026 - 08:22 AM Accepted by SEC EDGAR 09/11/2026 - 08:21 AM Learn about SEC filing dates

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 September 2026

Commission File Number 001-39750

DOCEBO INC.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name)

12^th Floor – 55 York Street

Toronto, ON, Canada M5J 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 dated September 11, 2026 titled “Docebo Inc. Announces Final Results of its 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: September 11, 2026				By:		/s/ Brandon Farber
						Name: Brandon Farber
						Title: Chief Financial Officer

Exhibit 99.1

Docebo Inc. Announces Final Results of its Substantial Issuer Bid

TORONTO, ONTARIO – September 11, 2026 – 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 today that it will take up and purchase for cancellation 99,332 of its common shares (the “Common Shares”) at a purchase price of US$25.00 per Common Share under the Company’s substantial issuer bid (the “Offer”), for aggregate consideration of US$2,483,300.

Common Shares purchased under the Offer represent approximately 0.4% of the issued and outstanding Common Shares on a non-diluted basis as at July 20, 2026, when the terms of the Offer were announced. After giving effect to the Offer and the exercise of Company stock options between the launch and completion of the Offer, 24,947,594 Common Shares will be issued and outstanding.

A total of 99,332 Common Shares were properly tendered to the Offer and not withdrawn. Intercap Inc. (“Intercap”), tendered 13,351 Common Shares pursuant to the Offer, representing less than 0.1% of its holdings. Intercap continues to beneficially own 15,900,000 Common Shares, representing approximately 63.7% of the issued and outstanding Common Shares. The marginal decrease in Intercap’s ownership percentage following the Offer reflects dilution from the option exercises described above, and not an intended reduction by Intercap. No other directors or officers tendered Common Shares pursuant to the Offer. Payment for the purchased Common Shares will be effected by TSX Trust Company in accordance with the Offer and applicable law.

The full details of the Offer are described in the offer to purchase and issuer bid circular dated July 20, 2026, as varied by the notice of variation and extension dated August 21, 2026, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Common Shares.

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

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 4.9 KB