January 29, 2026 — Leads & Copy — Docebo Inc. (NASDAQ: DCBO; TSX: DCBO) has announced that its board of directors has approved a substantial issuer bid, offering to repurchase up to US$60 million of its outstanding common shares at US$20.40 per share.
The company also released preliminary, unaudited financial results for the quarter ended Dec. 31, 2025, and financial guidance for the fiscal year ending Dec. 31, 2026.
The offer is not conditional on any minimum number of shares being tendered but is subject to other conditions. Docebo retains the right to withdraw or amend the offer if certain events occur before payment.
If more than US$60 million worth of shares are tendered, the company will purchase shares on a pro rata basis, excluding “odd lot” tenders (those from holders owning fewer than 100 shares), which will not be subject to pro-ration.
Docebo believes its recent share trading price does not fully reflect its business value and future prospects. The company and the board consider the offer to be in the company’s best interest and a desirable use of existing liquidity.
The offer will be funded through approximately US$30 million of cash on hand and a US$30 million draw down on its credit facility. Docebo is seeking to increase the size of its credit facility from US$50 million to US$100 million, pending lender approval.
The company says it remains focused on long-term growth and profitability, while aiming to create value for shareholders through the offer. Following the offer, Docebo expects to maintain access to liquidity and generate cash flow to continue investing in growth areas, including strategic acquisitions.
Intercap Equity Inc., which owns approximately 56.6% of Docebo’s outstanding shares, has indicated it does not intend to participate in the offer. To the company’s knowledge, no other directors or officers have indicated an intention to tender shares.
Canaccord Genuity Corp. is serving as financial advisor, and TSX Trust Company is acting as depositary for the offer.
The offer is for up to approximately 10.23% of the total number of issued and outstanding shares on a non-diluted basis. Shareholders will receive payment in U.S. dollars, though Canadian shareholders will receive payment in Canadian dollars unless they elect to receive U.S. dollars.
The Board has approved the Offer. However, none of the Company, Canaccord Genuity Corp. or TSX Trust Company makes any recommendation to any shareholder as to whether to deposit or refrain from depositing Common Shares under the Offer. Shareholders are urged to evaluate carefully all information in the Offer, consult their own financial, legal, investment and tax advisors, and make their own decisions as to whether to deposit Common Shares under the Offer.
The formal offer to purchase and issuer bid circular, letter of transmittal and notice of guaranteed delivery will be filed with securities regulators and mailed to shareholders on or about Feb. 3, 2026. These documents will be available on SEDAR+ and EDGAR. Shareholders should carefully read these documents, which describe certain tax consequences, including the expectation that shareholders selling shares under the offer will be deemed to receive a dividend equal to the excess of the purchase price over the paid-up capital of a share for Canadian income tax purposes, estimated to be approximately C$11.00 per share.
Docebo has temporarily suspended purchases of shares under its normal course issuer bid, which began on May 20, 2025, and expires no later than May 19, 2026.
The company expects total revenue to be between US$62.7 million and US$63 million for the fourth quarter of 2025, a 10% to 11% increase compared to US$57 million for the fourth quarter of 2024. Adjusted EBITDA is expected to be between US$12.9 million and US$13.2 million for the fourth quarter of 2025, a 36% to 39% increase compared to US$9.5 million for the fourth quarter of 2024. Annual Recurring Revenue is expected to be US$238.1 million as of Dec. 31, 2025, an 8% increase compared to US$219.7 million as of Dec. 31, 2024.
Docebo is providing financial guidance for the fiscal year ended December 31, 2026 as follows: Total revenue is expected to be between US$267.5 and US$269.5 million and Adjusted EBITDA is expected to be between US$52.5 and US$54.5 million.
These estimates are preliminary and subject to change following management and audit committee reviews and the completion of regular financial closing procedures. KPMG LLP will audit the consolidated financial statements for the year ended Dec. 31, 2025.
Source: Docebo Inc.
