Docebo (NASDAQ: DCBO) retires 10.2% of shares in US$60M bid
Rhea-AI Filing Summary
Docebo Inc. reported the preliminary results of its substantial issuer bid to repurchase common shares. The company expects to buy for cancellation 2,941,176 Common Shares at US$20.40 per share, for aggregate consideration of US$60,000,000.
The shares expected to be purchased represent approximately 10.2% of issued and outstanding Common Shares on a non-diluted basis as of February 1, 2026. After the transaction, approximately 25,819,890 Common Shares are expected to be issued and outstanding.
The offer was oversubscribed, with shareholders (other than odd-lot holders) expected to have about 74.52% of their successfully tendered shares purchased. Intercap Inc. is expected to have 372,612 shares acquired under the offer and to beneficially own 15,913,352 shares, or about 61.6% of the company, following completion.
Positive
- Meaningful capital return and share reduction: Docebo expects to repurchase and cancel 2,941,176 shares at US$20.40, deploying US$60,000,000 and reducing its share count by about 10.2% relative to February 1, 2026, which can enhance per-share metrics if fundamentals remain stable.
Negative
- None.
Insights
Docebo completes a sizable issuer bid, retiring about a tenth of its shares.
Docebo conducted a substantial issuer bid to repurchase up to US$60,000,000 of common shares at US$20.40. Based on preliminary counts, it expects to cancel 2,941,176 shares, equal to about 10.2% of shares outstanding as of February 1, 2026.
The offer was oversubscribed, so tenders are subject to proration, with roughly 74.52% of successfully tendered shares (excluding odd lots) expected to be purchased. This reduces the public float and increases relative ownership stakes for remaining holders.
Intercap Inc., already a majority shareholder, is expected to have 372,612 shares taken up and to beneficially own 15,913,352 shares, or about 61.6% of outstanding shares after completion. This further concentrates control, and future disclosures in company filings may provide more detail on capital allocation and governance considerations.
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 March 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 March 11, 2026, titled “Docebo Inc. Announces 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: March 11, 2026 | By: | /s/ Brandon Farber | ||||
| Name: Brandon Farber | ||||||
| Title: Chief Financial Officer | ||||||
Exhibit 99.1
Docebo Inc. Announces Results of its Substantial Issuer Bid
TORONTO, ONTARIO – March 11, 2026 – Docebo Inc. (NASDAQ: DCBO; TSX: DCBO) (“Docebo” or the “Company”), a AI workforce readiness platform that connects skills intelligence, learning execution, and measurable outcomes, announced today the results of its substantial issuer bid (the “Offer”) to repurchase for cancellation up to US$60,000,000 of its outstanding common shares (the “Common Shares”) at a price of US$20.40 per Common Share. The Offer expired at 5:00 p.m. (Eastern Time) on March 10, 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 3,810,842 Common Shares were properly tendered to the Offer. Accordingly, the Company expects to take up and purchase for cancellation 2,941,176 Common Shares at a purchase price of US$20.40 per Common Share, for aggregate consideration of US$60,000,000. The Common Shares expected to be purchased under the Offer represent approximately 10.2% of the issued and outstanding Common Shares on a non-diluted basis as of February 1, 2026, the date the terms of the Offer were publicly announced. After giving effect to the Offer, approximately 25,819,890 Common Shares are expected to be issued and outstanding.
As the Offer was oversubscribed and there were a number of “odd lot” tenders (which are purchased on a priority basis and not subject to pro ration), shareholders are expected to have approximately 74.52% of their successfully tendered Common Shares purchased by the Company (other than “odd lot” holders).
Intercap Inc. (“Intercap”), which beneficially owned 16,285,964 Common Shares prior to the Offer, representing approximately 56.6% of the Company’s issued and outstanding Common Shares, is expected to have 372,612 Common Shares acquired under the Offer (after taking into account pro ration). Accordingly, following the Offer, Intercap is expected to beneficially own 15,913,352 Common Shares, representing approximately 61.6% 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 full details of the Offer are described in the offer to purchase and issuer bid circular dated February 1, 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 how enterprises build human capability at scale. Our AI workforce readiness platform connects skills intelligence, learning execution, and measurable outcomes in a single closed loop, giving organizations the tools to close skills gaps, develop talent, and perform at their best in an AI-driven world.
Learn why businesses around the world love Docebo by visiting our customer stories page.
For further information, please contact:
Mike McCarthy
Vice President – Investor Relations
(214) 830-0641
mike.mccarthy@docebo.com