Mr. Mike McCarthy reports

DOCEBO INC. ANNOUNCES SUBSTANTIAL ISSUER BID, PRELIMINARY UNAUDITED FOURTH QUARTER 2025 FINANCIAL RESULTS AND 2026 GUIDANCE

Docebo Inc.'s board of directors has approved a substantial issuer bid, under which the company will offer to repurchase for cancellation up to $60-million (U.S.) of its outstanding common shares at a price of $20.40 (U.S.) per common share. In connection with the offer, Docebo also announced preliminary (unaudited) financial results for the three months ended Dec. 31, 2025, and financial guidance for the fiscal year ended Dec. 31, 2026.

Substantial issuer bid

The offer will not be conditional upon any minimum number of common shares being tendered. The offer will, however, be subject to other conditions, and the company will reserve the right, subject to applicable laws, to withdraw or amend the offer if, at any time prior to the payment of deposited common shares, certain events occur. If common shares with an aggregate purchase price of more than $60-million (U.S.) are properly tendered and not properly withdrawn, the company will purchase the common shares on a pro rata basis except that odd lot tenders (of holders beneficially owning fewer than 100 common shares) will not be subject to proration.

The company is making the offer as it believes that the recent trading price of its shares is not fully reflective of the value of its business and future prospects. In such circumstances, the company and the board believe that the offer is in the best interests of the company and represents a desirable use of a portion of its existing liquidity. The company intends to finance the offer through a combination of approximately $30-million (U.S.) of cash on hand and an approximate $30-million (U.S.) drawdown on its credit facility. The company is seeking to increase the size of its credit facility from $50-million (U.S.) to $100-million (U.S.), which increase has been conditionally approved by its lenders.

The company remains focused on making investments to promote long-term growth and profitability while creating immediate value for shareholders through the offer. Following the offer, the company expects to continue having access to liquidity (including its credit facility), which, combined with the cash flow that it expects to generate, will allow the company to continue investing in areas of growth, including through strategic investments such as acquisitions.

Intercap Equity Inc., which beneficially owns approximately 56.6 per cent of the company's issued and outstanding common shares (including the 3,630,715 common shares it intends to acquire for an aggregate cash purchase price of $68,148,520.55 (U.S.), being $18.77 (U.S.) per common share on Feb. 27, 2026, per its announcement of Nov. 28, 2025), has informed the company that 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 common shares to the offer. Such individuals may sell common shares on the Toronto Stock Exchange or Nasdaq while the offer is outstanding.

The company has engaged Canaccord Genuity Corp. as financial adviser for the offer and TSX Trust Company to act as the depositary for the offer. Any questions or requests for information may be directed to TSX Trust Company, as the depositary for the offer, at 1-866-600-5869 (toll-free -- North America).

The offer will be for up to approximately 10.23 per cent of the total number of issued and outstanding common shares on a non-diluted basis. The offer is denominated in U.S. dollars, and shareholders will receive payment in U.S. dollars while Canadian shareholders will receive payment in Canadian dollars, unless, at their option, they elect to receive payment in U.S. dollars.

The board has approved the offer. However, none of the company, Canaccord Genuity or TSX Trust 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 advisers, 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 containing the terms and conditions of the offer and instructions for tendering common shares will be filed with the applicable securities regulators and mailed to shareholders on or about Feb. 3, 2026. The offer documents will be available free of charge under the company's SEDAR+ profile and on EDGAR. Shareholders should carefully read the offer documents prior to making a decision with respect to the offer. In particular, the offer documents describe certain tax consequences to shareholders of selling common shares under the offer, including that shareholders who sell common shares under the offer are generally expected to be deemed to receive a dividend equal to the excess of the purchase price over the paid-up capital of a common share for purposes of the Income Tax Act (Canada), which paid-up capital the company estimates will be approximately $11 per common share.

The company has temporarily suspended purchases of common shares pursuant to the company's normal course issuer bid, which commenced on May 20, 2025, and expires no later than May 19, 2026, in accordance with applicable securities legislation.

The offer referred to in this press release has not yet commenced. This press release is for informational purposes only, and does not constitute an offer to buy or the solicitation of an offer to sell common shares. The solicitation and the offer to buy common shares will only be made pursuant to the offer documents to be filed with the applicable securities regulators in Canada and the United States.

Preliminary (unaudited) fourth quarter 2025 financial results

In connection with the offer, Docebo also announced preliminary (unaudited) financial results for the three months ended Dec. 31, 2025:

• Total revenue is expected to be between $62.7-million (U.S.) and $63-million (U.S.) for the fourth quarter of 2025, an increase of 10 per cent to 11 per cent compared with $57-million (U.S.) for the fourth quarter of 2024.
• Adjusted earnings before interest, taxes, depreciation and amortization are expected to be between $12.9-million (U.S.) and $13.2-million (U.S.) for the fourth quarter of 2025, an increase of 36 per cent to 39 per cent compared with $9.5-million (U.S.) for the fourth quarter of 2024.
• Annual recurring revenue is expected to be $238.1-million (U.S.) as at Dec. 31, 2025, an increase of 8 per cent compared with $219.7-million (U.S.) as at Dec. 31, 2024, with its largest original equipment manufacturer customer expected to represent 4.4 per cent of annual recurring revenue as at Dec. 31, 2025, compared with 9.5 per cent as at Dec. 31, 2024.

These estimates are preliminary and are inherently uncertain due to a number of factors. They remain subject to Docebo management and audit committee reviews and the completion of regular financial closing and review procedures for the three months ended Dec. 31, 2025. Additional adjustments to the preliminary estimates presented above may be identified, and final results for the relevant fiscal periods may differ materially from these preliminary estimates and will not be finalized until after the company completes its normal year-end accounting procedures, including execution of internal controls over financial reporting and its external auditor KPMG LLP completes its audit of the consolidated financial statements for the year ended Dec. 31, 2025. These preliminary estimates are intended to provide information about management's current expectations regarding certain aspects of Docebo's financial performance. Reliance on the information presented herein may not be appropriate for other purposes.

Financial outlook

Docebo is providing financial guidance for the fiscal year ended Dec. 31, 2026, as follows:

• Total revenue is expected to be between $267.5-million (U.S.) and $269.5-million (U.S.).
• Adjusted EBITDA is expected to be between $52.5-million (U.S.) and $54.5-million (U.S.).

About Docebo Inc.

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.

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