Intercap (DCBO) tenders 372,612 Docebo shares in substantial issuer bid

Rhea-AI Filing Summary

Docebo Inc. received an ownership update from major shareholder Intercap Inc. and its founder Jason Chapnik. Docebo ran a substantial issuer bid that expired on March 10, 2026, under which Intercap was expected to have 372,612 common shares repurchased at US$20.40 per share, for US$7,601,284.80 in cash.

After this transaction, Chapnik is deemed to beneficially own 15,945,759 common shares, or 61.7% of the company, including 32,407 shares issuable from vested deferred share units. Intercap beneficially owns 15,913,352 common shares, or 61.6%, based on 25,819,890 shares outstanding upon expiration of the offer, so they remain controlling shareholders.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

DOCEBO INC.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

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)

03/10/2026

(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).

SCHEDULE 13D

CUSIP Number(s):

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 32,407.00
8	Shared Voting Power 15,913,352.00
9	Sole Dispositive Power 32,407.00
10	Shared Dispositive Power 15,913,352.00

11

Aggregate amount beneficially owned by each reporting person

15,945,759.00

12

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

13

Percent of class represented by amount in Row (11)

61.7 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s):

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)

61.6 %

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. 1 (this "Amendment No. 1" 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 (the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 1 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.
Item 2.	Identity and Background
(a)	This Schedule 13D/A is being filed on behalf of Intercap Inc., an Ontario corporation ("Intercap"), and Jason Chapnik, an Ontario resident ("Mr. Chapnik"). Intercap and Mr. Chapnik are collectively referred to herein as the "Reporting Persons." The agreement among the Reporting Persons to file this Schedule 13D/A jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the "Act"), is attached hereto as Exhibit 99.1.
(b)	The address of the principal business office of each of the Reporting Persons is 261 Davenport Road, Suite 200, Toronto, Ontario, M5R 1K3, Canada.
(c)	Intercap is a merchant bank. The principal occupation of Mr. Chapnik is founder, Chairman, Chief Executive Officer and Secretary of Intercap.
(d)	During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Intercap is an Ontario corporation. Mr. Chapnik is a Canadian citizen.
Item 4.	Purpose of Transaction
	Item 4 of the Statement is hereby amended and supplemented as follows: On March 11, 2026, the Issuer announced that Intercap was expected to have 372,612 of the Issuer's common shares (the "Common Shares") acquired under the Issuer's substantial issuer bid (the "Offer"), which expired on March 10, 2026, at a price of US$20.40 per Common Share, for an aggregate cash purchase price of US$7,601,284.80.
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 25,819,890 Common Shares outstanding upon the expiration of the Offer as reported by the Issuer. In addition, the percentage set forth in row 13 of Mr. Chapnik's beneficial ownership includes the 32,407 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 as set forth herein, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer since the filing of the Statement.
(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.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Joint Filing Agreement

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:	03/12/2026

Intercap Inc.

Signature:	/s/ Jason Chapnik
Name/Title:	By Jason Chapnik, Chairman, Chief Executive Officer, President and Secretary
Date:	03/12/2026

FAQ

What change in ownership does the Docebo (DCBO) Schedule 13D/A report?

The filing reports updated holdings after Docebo’s substantial issuer bid. Intercap was expected to have 372,612 shares repurchased, while Jason Chapnik now beneficially owns 15,945,759 shares (61.7%) and Intercap owns 15,913,352 shares (61.6%), based on 25,819,890 shares outstanding.

How many Docebo (DCBO) shares did Intercap tender in the issuer bid and at what price?

Intercap was expected to have 372,612 Docebo common shares repurchased under the substantial issuer bid. The offer price was US$20.40 per share, resulting in an aggregate cash purchase price of US$7,601,284.80 for those shares accepted under the bid.

What is Jason Chapnik’s beneficial ownership percentage in Docebo (DCBO) after the bid?

Jason Chapnik beneficially owns 15,945,759 Docebo common shares, representing 61.7% of the company. This figure includes 32,407 common shares issuable upon conversion of his vested deferred share units, calculated in accordance with Rule 13d-3(d)(1)(i) of the Securities Exchange Act.

What is Intercap Inc.’s stake in Docebo (DCBO) following the substantial issuer bid?

Intercap Inc. beneficially owns 15,913,352 Docebo common shares after the offer. This represents 61.6% of the outstanding common shares, calculated using approximately 25,819,890 shares outstanding upon the expiration of the substantial issuer bid reported by Docebo.

How many Docebo (DCBO) shares were outstanding when this Schedule 13D/A was updated?

The ownership percentages disclosed in the amended Schedule 13D are based on approximately 25,819,890 Docebo common shares outstanding. This share count reflects the number of shares reported by Docebo as outstanding upon the expiration of its substantial issuer bid on March 10, 2026.

Does Jason Chapnik’s reported Docebo (DCBO) stake include deferred share units?

Yes. Jason Chapnik’s 15,945,759 beneficially owned common shares include 32,407 shares issuable upon conversion of vested deferred share units. These units are counted as beneficial ownership under Rule 13d-3(d)(1)(i), which treats certain currently convertible instruments as if already converted into shares.