Mr. Mike McCarthy reports

DOCEBO INC. ANNOUNCES SUBSTANTIAL ISSUER BID, PRELIMINARY UNAUDITED SECOND QUARTER 2026 FINANCIAL RESULTS, INITIAL Q3-2026 AND REVISED FY2026 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 $70-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 June 30, 2026, and financial guidance for the 2026 third quarter ending Sept. 30, 2026, and the fiscal year ended Dec. 31, 2026. As previously announced, the company expects to report its full Q2 2026 financial results before the market opens on Friday, Aug. 7, 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 expiration of the offer, certain events occur. If common shares with an aggregate purchase price of more than $70-million (U.S.) are properly tendered and not properly withdrawn, the company will purchase the common shares on a pro rata basis, except that odd-lot tenders (of holders beneficially owning fewer than 100 common shares)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 common 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 $10-million (U.S.) of cash on hand and an approximately $60-million (U.S.) drawdown on its credit facility. The company recently increased the size of its credit facility from $100-million (U.S.) to $150-million (U.S.).

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 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 Inc., which beneficially owns approximately 63.9 per cent of the company's issued and outstanding common shares, 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 percentage of outstanding common shares basis. 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 Stock Market 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 13.8 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 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 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 July 21, 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 $10.97 (Canadian) 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, 2026, and expires no later than May 19, 2027, 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) second quarter 2026 financial results

In connection with the offer, Docebo also announced preliminary (unaudited) financial results for the three months ended June 30, 2026:

• Subscription revenue is expected to be between $63.5-million (U.S.) and $63.7-million (U.S.) for the second quarter of 2026, an increase of 11.2 per cent to 11.6 per cent compared with $57.1-million (U.S.) for the second quarter of 2025.
• Total revenue is expected to be between $68.3-million (U.S.) and $68.5-million (U.S.) for the second quarter of 2026, an increase of 12.5 per cent to 12.9 per cent compared with $60.7-million (U.S.) for the second quarter of 2025.
• Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) is expected to be between $10.9-million (U.S.) and $11.1-million (U.S.) for the second quarter of 2026, an increase of 18.5 per cent to 20.7 per cent compared with $9.2-million (U.S.) for the second quarter of 2025.
• Annual recurring revenue (ARR)i s expected to be $255.1-million (U.S.) as at June 30, 2026, an increase of 9.5 per cent compared with $233.1-million (U.S.) as at June 30, 2025. ARR was negatively impacted in the quarter by $400,000 (U.S.) due to the effects of foreign exchange.
• The company's largest OEM (original equipment manufacturer) customer is expected to represent 2.5 per cent of ARR as of June 30, 2026, compared with 8.4 per cent as of June 30, 2025.
• Excluding its largest OEM customer and acquired ARR from acquisitions and after adjusting for the above-noted negative impact due to the effects of foreign exchange, ARR as of June 30, 2026, increased by approximately 13.9 per cent from the same date in the prior year.
• At June 30, 2026, total cash and cash equivalents are expected to be $45.7-million (U.S.) and total borrowings were $88-million U.S.).

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 June 30, 2026. 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 quarter-end accounting procedures, including execution of internal controls over financial reporting, and its external auditor, KPMG LLP, completes its review of the consolidated financial statements for the quarter ended June 30, 2026. 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 new and updated financial guidance as follows:

Initial guidance for Q3 2026:

• Subscription revenue is expected to be between $64.9-million (U.S.) and $65.1-million U.S.).
• Total revenue is expected to be between $69.5-million (U.S.) and $69.7-million (U.S.).
• Adjusted EBITDA is expected to be between $15.9-million (U.S.) and $16.1-million (U.S.).

Revised guidance for fiscal year ended Dec. 31, 2026:

• Subscription revenue is expected to be between $255.5-million (U.S.) and $257.5-million (U.S.).
• Total revenue is expected to be between $274.5-million (U.S.) and $276.5-million (U.S.).
• Adjusted EBITDA is expected to be between $54.5-million (U.S.) and $56.5-million (U.S.).

About Docebo Inc.

Docebo is the enterprise platform for the AI-era (artificial intelligence) work force, unifying skills intelligence, learning and knowledge in one closed loop. Docebo gives organizations the tools to close skills gaps, develop talent and perform at their best in an AI-driven world.

We seek Safe Harbor.