Docebo to repurchase 99K shares for US$2.48M

Docebo’s substantial issuer bid closed with about 99,000 shares tendered, a roughly 0.4% reduction in outstanding shares funded entirely from cash on hand.

Rhea-AI Filing Summary

Docebo Inc. (DCBO) released preliminary results for its substantial issuer bid to repurchase for cancellation up to US$70,000,000 of common shares at US$25.00 per share. Based on the initial count by TSX Trust Company, 99,332 common shares were properly tendered before the offer expired on September 8, 2026.

Docebo expects to purchase and cancel all tendered shares for aggregate consideration of US$2,483,300, funded entirely from cash on hand with no incremental borrowings under its credit facility. The shares expected to be purchased represent about 0.4% of issued and outstanding common shares on a non-diluted basis as of July 20, 2026, and are expected to leave approximately 24,947,594 shares issued and outstanding.

Major shareholder Intercap Inc. is expected to have 13,351 of its shares acquired in the bid and to beneficially own 15,900,000 common shares afterward, or about 63.7% of the company, compared with 63.9% before. The figures are preliminary and subject to verification and to the delivery of shares tendered by notice of guaranteed delivery.

Key Figures

Maximum offer size: US$70,000,000 Offer price per share: US$25.00 Shares tendered: 99,332 shares +5 more

8 metrics

Maximum offer size US$70,000,000 Maximum aggregate amount for Docebo’s substantial issuer bid to repurchase common shares

Offer price per share US$25.00 Fixed price per common share under the substantial issuer bid

Shares tendered 99,332 shares Common shares properly tendered based on preliminary count by the depositary

Aggregate purchase consideration US$2,483,300 Total expected cost to purchase and cancel tendered shares

Portion of shares repurchased 0.4% Percentage of issued and outstanding common shares (non-diluted) as of July 20, 2026 represented by shares expected to be purchased

Shares outstanding after offer 24,947,594 shares Estimated common shares issued and outstanding after giving effect to the offer

Intercap ownership before offer 15,913,351 shares (63.9%) Intercap’s beneficial ownership of Docebo common shares prior to the offer

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

Key Terms

substantial issuer bid, notice of guaranteed delivery, specified amount, forward-looking information, +1 more

5 terms

substantial issuer bid regulatory

"announced today the preliminary 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.

notice of guaranteed delivery regulatory

"tendered through notices of guaranteed delivery will be delivered"

A notice of guaranteed delivery is a short, written promise used when investors want to sell shares in a tender offer but cannot deliver the physical or electronic share certificates by the offer deadline. It acts like a post-dated IOU: the seller guarantees they will provide the required documents within a short, specified window while still qualifying for the offer’s price and terms. For investors this preserves their right to participate in a deal while giving extra time to complete paperwork, but it also creates a reliance on timely follow-through to receive payment.

specified amount regulatory

"The “specified amount” for purposes of subsection 191(4)"

A specified amount is a particular sum or quantity that a contract, notice, or disclosure identifies in advance rather than leaving it open-ended. It can be a fixed dollar figure, a set number of shares, a percentage, or an exact measurement defined elsewhere in the document; think of it as the exact item a recipe lists so both sides know what to expect. Investors care because this precise figure determines payments, obligations, dilution, or thresholds that affect value and rights.

forward-looking information regulatory

"may contain “forward-looking information” and “forward-looking statements”"

Forward-looking information are predictions, plans, estimates or expectations about a company’s future performance, results or events, such as sales forecasts, project timelines, or anticipated costs. It matters to investors because these statements guide expectations but rely on assumptions and uncertain factors—like a weather forecast for a business—so investors should treat them as informed guesses rather than guarantees and consider the risks and possible changes behind the numbers.

issuer bid circular regulatory

"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

What did Docebo Inc. (DCBO) announce in this 6-K about its share buyback?

Docebo announced preliminary results of its substantial issuer bid to repurchase for cancellation up to US$70,000,000 of common shares at US$25.00 per share. A preliminary total of 99,332 shares were tendered, all of which are expected to be taken up and cancelled.

How many Docebo (DCBO) shares will be bought and for how much?

Docebo expects to purchase for cancellation 99,332 common shares at US$25.00 per share, for aggregate consideration of US$2,483,300. These amounts are based on a preliminary count and final numbers are subject to verification by the depositary.

How will Docebo (DCBO) fund the substantial issuer bid purchases?

The company states that the aggregate purchase price of US$2,483,300 for common shares taken up under the offer will be funded entirely from cash on hand, with no incremental borrowings under its credit facility used for the transaction.

What is the impact of the bid on Docebo (DCBO) shares outstanding?

The common shares expected to be 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 offer, approximately 24,947,594 common shares are expected to be issued and outstanding.

How does the bid affect Intercap’s ownership in Docebo (DCBO)?

Intercap Inc. is expected to have 13,351 of its shares acquired in the offer and to beneficially own 15,900,000 common shares afterward, representing about 63.7% of issued and outstanding shares, compared with 15,913,351 shares or 63.9% before.

When did Docebo’s (DCBO) substantial issuer bid expire and at what price?

The substantial issuer bid expired at 5:00 p.m. Eastern Time on September 8, 2026. The company offered to repurchase common shares at a fixed price of US$25.00 per share, up to a maximum aggregate purchase amount of US$70,000,000.

What is the specified amount for Canadian tax purposes in Docebo’s (DCBO) bid?

For purposes of subsection 191(4) of the Income Tax Act (Canada), the company reports a specified amount of C$32.44, which is the closing trading price for a common share on the TSX on September 8, 2026, the date the offer expired.

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

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Available on EDGAR 09/09/2026 - 04:02 PM Accepted by SEC EDGAR 09/09/2026 - 04:01 PM 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 9, 2026 titled “Docebo Inc. Announces Preliminary 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 9, 2026				By:		/s/ Brandon Farber
						Name: Brandon Farber
						Title:  Chief Financial Officer

Exhibit 99.1

Docebo Inc. Announces Preliminary Results of its Substantial Issuer Bid

TORONTO, ONTARIO – September 9, 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 the preliminary results of its substantial issuer bid (the “Offer”) to repurchase for cancellation up to US$70,000,000 of its outstanding common shares (the “Common Shares”) at a price of US$25.00 per Common Share. The Offer expired at 5:00 p.m. (Eastern Time) on September 8, 2026.

All of the terms and conditions of the Offer have been complied with or waived and, based on a preliminary count by TSX Trust Company (the “Depositary”), a total of 99,332 Common Shares were properly tendered to the Offer. Accordingly, the Company expects to take up and purchase for cancellation all of such Common Shares at a purchase price of US$25.00 per Common Share, for aggregate consideration of US$2,483,300. The aggregate purchase price for the Common Shares taken up under the Offer will be funded entirely from the Company’s cash on hand, with no incremental borrowings under its credit facility. The Common Shares expected to be purchased under the Offer represent approximately 0.4% of the issued and outstanding Common Shares on a non-diluted basis as of July 20, 2026, the date the terms of the Offer were publicly announced. After giving effect to the Offer, approximately 24,947,594 Common Shares are expected to be issued and outstanding.

Intercap Inc. (“Intercap”), which beneficially owned 15,913,351 Common Shares prior to the Offer, representing approximately 63.9% of the Company’s issued and outstanding Common Shares, is expected to have 13,351 Common Shares acquired under the Offer. Accordingly, following the Offer, Intercap is expected to beneficially own 15,900,000 Common Shares, representing approximately 63.7% of the Company’s issued and outstanding Common Shares. No other directors or officers tendered Common Shares pursuant to the Offer.

The number of Common Shares to be purchased under the Offer is preliminary, subject to verification by the Depositary and assumes that all Common Shares tendered through notices of guaranteed delivery will be delivered within the one trading day settlement period.

The “specified amount” for purposes of subsection 191(4) of the Income Tax Act (Canada) is C$32.44, being the closing trading price for a Common Share on the TSX on September 8, 2026. Shareholders should consult with their own tax advisors with respect to the income tax consequences of the disposition of their Common Shares under the Offer.

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.

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, including, without limitation, purchases of Common Shares tendered under the Offer and Intercap’s expected ownership following the Offer.

This forward-looking information is based on our opinions, estimates and assumptions and there is no assurance that any Common Shares will be purchased under the Offer. Although the Company considers such opinions, estimates and assumptions to be appropriate and reasonable as of the date of this press release, they are subject to known and unknown risks, uncertainties, assumptions and other factors 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 those factors discussed in greater detail under the “Risk Factors” section in our Annual Information Form, 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.

If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. 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.

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 9.3 KB