Docebo Inc. (DCBO) sets US$70,000,000 issuer bid at US$20.40

Rhea-AI Filing Summary

Docebo Inc. is launching a substantial issuer bid to repurchase for cancellation up to US$70,000,000 of outstanding common shares at US$20.40 per share. As of July 17, 2026, approximately 24,898,022 common shares were outstanding.

Reporting persons Intercap Inc. and Jason Chapnik beneficially own 15,913,352 shares (63.9%) and 15,953,788 shares (64.0%) respectively, including 40,437 shares issuable from Chapnik’s vested deferred share units. Intercap has informed the company it intends to participate in the offer to maintain at least its current ownership percentage, though this may change and its percentage interest may increase after the bid.

Filing Explained

During the past 60 days, the reporting persons report no issuer-security transactions other than Jason Chapnik’s grant of 2,019 deferred share units on July 2, 2026 in lieu of his quarterly board cash retainer.

Sources and calculations

• Schedule 13D/A Amendment No. 2 (2026-07-17)

Key Figures

Jason Chapnik beneficial ownership: 15,953,788 common shares Intercap Inc. beneficial ownership: 15,913,352 common shares Shares outstanding: 24,898,022 common shares +4 more

7 metrics

Jason Chapnik beneficial ownership 15,953,788 common shares Beneficially owned by Jason Chapnik, representing 64.0% of common shares

Intercap Inc. beneficial ownership 15,913,352 common shares Beneficially owned by Intercap Inc., representing 63.9% of common shares

Shares outstanding 24,898,022 common shares Common shares outstanding as of July 17, 2026

Issuer bid size US$70,000,000 Maximum aggregate amount of common shares Docebo may repurchase under the substantial issuer bid

Offer price per share US$20.40 per common share Price at which Docebo will offer to repurchase outstanding common shares in the issuer bid

Deferred share units convertible shares 40,437 common shares Common shares issuable upon conversion of Jason Chapnik’s vested deferred share units

Deferred share units granted 2,019 deferred share units Deferred share units granted to Jason Chapnik on July 2, 2026 in lieu of quarterly cash retainer

Key Terms

substantial issuer bid, deferred share units, beneficially owned, dispositive power

4 terms

substantial issuer bid financial

"its board of directors has approved a substantial issuer bid (the "Offer")"

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.

deferred share units financial

"40,437 Common Shares issuable upon conversion of his vested deferred share units"

Deferred share units are promises that give an executive or director the right to receive company shares or their cash value at a future date, often when they retire or leave the company. Think of them as a paycheck held in a savings account that converts into stock later; they matter to investors because they tie pay to long-term performance, create potential future dilution of shares, and represent a delayed cash or share obligation the company must eventually fulfill.

beneficially owned financial

"aggregate number of Common Shares and percentages of the Common Shares beneficially owned"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

dispositive power financial

"sole or shared power to dispose or to direct the disposition"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

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

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Available on EDGAR 07/20/2026 - 06:47 AM Accepted by SEC EDGAR 07/20/2026 - 06:47 AM Learn about SEC filing dates

FAQ

What share repurchase has Docebo (DCBO) announced?

Docebo has approved a substantial issuer bid to repurchase up to US$70,000,000 of its outstanding common shares at US$20.40 per share. The offer is for cancellation of shares, potentially changing the ownership percentages of remaining shareholders.

How much of Docebo (DCBO) does Intercap Inc. beneficially own?

Intercap Inc. beneficially owns 15,913,352 Docebo common shares, representing 63.9% of the class. This percentage is based on approximately 24,898,022 common shares outstanding as of July 17, 2026, as reported to the reporting persons.

What is Jason Chapnik’s beneficial ownership in Docebo (DCBO)?

Jason Chapnik beneficially owns 15,953,788 Docebo common shares, or 64.0% of the class. This includes 40,437 common shares issuable upon conversion of his vested deferred share units, calculated under Rule 13d-3(d)(1)(i).

How could Docebo’s issuer bid affect Intercap’s ownership percentage in DCBO?

Intercap has indicated it intends to participate in the US$70,000,000 issuer bid in a way consistent with maintaining at least its current ownership percentage. Depending on overall tender results, Intercap’s percentage interest in Docebo may increase after the offer.

Have Intercap or Jason Chapnik recently traded Docebo (DCBO) shares?

During the past sixty days, the only reported transaction is a grant of 2,019 deferred share units to Jason Chapnik on July 2, 2026, in lieu of his quarterly cash retainer. No other trades in Docebo securities were reported by the reporting persons.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

DOCEBO INC.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

25609L105

(CUSIP Number)

Jason Chapnik
261 Davenport Road, Suite 200
Toronto, A6, M5R 1K3
416-477-3490

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/17/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 25609L105

1

Name of reporting person

Jason Chapnik

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

SC, AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 40,437.00
8	Shared Voting Power 15,913,352.00
9	Sole Dispositive Power 40,437.00
10	Shared Dispositive Power 15,913,352.00

11

Aggregate amount beneficially owned by each reporting person

15,953,788.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

64.0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 25609L105

1

Name of reporting person

Intercap Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

BK, WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 15,913,352.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 15,913,352.00

11

Aggregate amount beneficially owned by each reporting person

15,913,352.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

63.9 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, no par value
(b)	Name of Issuer: DOCEBO INC.
(c)	Address of Issuer's Principal Executive Offices: 366 Adelaide St. West, Suite 701, Toronto, ONTARIO, CANADA , M5V 1R7.
Item 1 Comment: This Amendment No. 2 (this "Amendment No. 2" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on February 17, 2026 and amended on March 12, 2026 (as amended, the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 2 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.
Item 4.	Purpose of Transaction
	Item 4 of the Statement is hereby amended and supplemented as follows: On July 17, 2026, the Issuer announced that its board of directors 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 at a price of US$20.40 per Common Share. Intercap 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. However, Intercap's decision to participate in the Offer is subject to market conditions and other factors and Intercap reserves the right to change its intentions at any time. Intercap's percentage ownership interest in the Company may increase as a result of the Offer.
Item 5.	Interest in Securities of the Issuer
(a)	Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D/A set forth the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon approximately 24,898,022 Common Shares outstanding as of July 17, 2026 as reported by the Issuer to the Reporting Persons. In addition, the percentage set forth in row 13 of Mr. Chapnik's beneficial ownership includes 40,437 Common Shares issuable upon conversion of his vested deferred share units of the Issuer, as calculated in accordance with Rule 13d-3(d)(1)(i).
(b)	Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of Common Shares as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.
(c)	Except for 2,019 deferred share units of the Issuer granted to Mr. Chapnik on July 2, 2026 in lieu of his quarterly cash retainer for his role on the Board, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by any of the Reporting Persons.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Jason Chapnik

Signature:	/s/ Jason Chapnik
Name/Title:	Jason Chapnik
Date:	07/20/2026

Intercap Inc.

Signature:	/s/ Jason Chapnik
Name/Title:	By Jason Chapnik, Chairman, Chief Executive Officer, President and Secretary
Date:	07/20/2026