Quick Pitch: Docebo (DCBO)

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Odd-Lot Tender Offer: $80 upside (at $19.6)

Note: Docebo trades on both U.S. and Canadian exchanges. This write-up refers to the U.S. listing, and all figures are in USD.

This small opportunity is actionable only for accounts exempt from Canadian withholding tax. Docebo is intends to buy back $60m shares, or 10% of outstanding, at $20.40/share via tender offer. Odd-lot holders (those with fewer than 100 shares) will be accepted on priority treatment, i.e. no proration. With the stock trading at $19.60, that’s $80 upside per odd-lot account. Docebo’s paid-up capital is C$11/share, so the amount returned above this figure will be treated as deemed dividend and taxed accordingly. The offer is expected to commence tomorrow (February 3), with the substantial issuer bid circular to be filed on the same day.

Intercap Equity, Docebo’s largest shareholder with 56.6% stake and a chairman seat, isn’t participating in the offer. Management is also sitting out, though it barely owns any shares. This means the tender is really targeting 24% of the free float.

Docebo is a SaaS company that provides corporate learning management software (LMS) allowing SMEs to train their workforce in areas of career development, sales training, and compliance. Until last year, the company used to grow fast (30%+ CAGR from 2017 to 2023) and used to trade at a premium 6-8x sales valuation.

Last year, the share price crashed: the stock has fallen 55% since the beginning of 2025 and is hovering just below 2x sales. The key reason is that revenue growth has decelerated to 12%, with just 11% guided for 2026. Management hasn’t properly explained the change, citing “macroeconomic pressures”. The company has also lost a significant customer (Amazon’s AWS) in 2025, which accounted for 2% of annual recurring revenue. The sell-off in broader SaaS sector (due to AI concerns) has likely affected Docebo’s share price as well.

By announcing this tender, Docebo’s management is effectively signaling that the stock has gotten too cheap. Intercap Equity has also recently agreed to acquire Warburg Pincus’ 12% stake in DCBO at $18.77/share in a private transaction. Warburg was the second-largest shareholder and is apparently exiting fully. The sale finalizes this month, which will lift Intercap’s stake to 56.6%. The current tender will increase it further to 63%.

Given the low valuation, the large size of the tender, and a controlling shareholder that recently increased its stake and does not intend to participate, there is an increased chance that the offer could end up undersubscribed.

While there is a chance of that happening, I wouldn’t count on it and view this only as an odd-lot trade.

  • Despite the recent decline, it’s hard to call the stock as very cheap. On management’s reported FCF (which is essentially adjusted FCF), DCBO trades at a 16x multiple. On unadjusted FCF less stock-based compensation basis, the multiple increases to 26x.
  • The stock traded around $18.50/share before the tender announcement. In the same press release, the company laid out 2026 guidance with the lackluster 11% topline growth. It’s possible the guidance and tender were announced simultaneously to smooth out the stock price reaction. Many shareholders might expect the stock to fall after the tender closes and would rather submit the shares in the offer at a premium. The only other major shareholder is Beutel, Goodman & Co (5.5% stake).
  • Warburg Pincus’s exit doesn’t inspire much confidence in DCBO’s valuation either, especially since it sold at a massive loss. Warburg Pincus previously built the stake in 2023-2024 at 2x+ higher prices.

And finally a few more things worth noting.

  • Shareholders holding the Nasdaq-listed shares will be paid in USD, while those holding shares on the Toronto Stock Exchange will receive CAD unless they specifically elect to receive USD.
  • The company plans to fund the tender through cash on hand and by tapping into its credit facility. It had $66m in cash as of Q3 2025 and generates around $30m of operating cash flow annually.
  • More details on tender conditions should be disclosed in the upcoming circular. I expect those to be standard, and overall the risk of the tender getting cancelled or amended seems very low.
  • Docebo did another tender at the end of 2023 (covered on SSI here). At that time it targeted 6% of outstanding shares at $55/share. That tender looked more like a cash-out for the largest shareholder at a peak price, so it is likely a very different situation from the one at hand. In any case, the offer ended up massively oversubscribed, mostly because the spread remained very wide throughout the tender period.

64 Comments

64 thoughts on “Quick Pitch: Docebo (DCBO)”

  4. https://www.sec.gov/Archives/edgar/data/1829959/000119312526035456/d78109dsc13e4f.htm

    Docebo Inc. (“Docebo” or the “Company”) hereby offers to purchase from shareholders (“Shareholders”) up to 2,941,176 common shares of the Company (the “Common Shares”) at a price of US$20.40 per Common Share (the “Purchase Price”), for an aggregate purchase price not exceeding US$60,000,000

    The Offer will commence on February 2, 2026 and expire at 5:00 p.m. (Eastern time) on March 10, 2026 or at such later time and date to which the Offer may be extended by Docebo (the “Expiration Date”).

    The Company will first accept for purchase Common Shares properly tendered by any Shareholder who beneficially holds, as of the close of business on the Expiration Date, an Odd Lot and who tenders all such Common Shares and who checks Box A captioned “Odd Lots” in the accompanying Letter of Transmittal

    As of February 1, 2026, 28,757,629 Common Shares were issued and outstanding. Accordingly, the Offer is for up to 2,941,176 Common Shares or approximately 10.23% of the total number of issued and outstanding Common Shares

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    • Depends on your broker. Some allow online/chat support (Robinhood), others will do it over the phone (Fidelity, Chase).

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      • FWIW this is apparently still getting set up on E-Trade, and should be available in the next week under Shareholder Actions to do yourself

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  10. $18.50 looked cheap, but the current $16.70 seems better!

    intercap Equity Inc. (“Intercap”), has informed the Company that, due to Intercap’s internal capital management considerations, it may in fact participate in the Offer and could tender Common Shares to the Offer, with the goal of maintaining its approximate current ownership interest in the Company. Intercap beneficially owns approximately 56.6% of the Company’s issued and outstanding Common Shares

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    • They could, yeah. Or adjust the price. And with Intercap suddenly participating there’s a non-zero chance they don’t like the odd lot clause. Still an attractive opportunity, but certainly not risk-free.

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    • The previous DCBO NCIB had a similarly wide spread.

      Not to say they won’t cancel it, but it’s unlikely.

      Drop today is also presumably because there were some arbs in assuming Intercap wasn’t participating and now that they are they’re selling.

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    • Yes. Paid up capital stands at C$11/share or US$8.04/share. Deemed dividend (difference between tender price and paid-up capital) is US$12.36/share. 25% withholding tax therefore amounts to $3.09/share. Netting out the tender price, we get $17.31/share versus current $16.7/share stock price.

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  15. I’m long from $17-18 now….just common sense at 16 and def down to 15 this tender is coming down or odd-lots coming off. Good chance of keeping it here but def not a sure bet anymore

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    • The main risk is that the “odd-lot priority” is removed. You must elect to tender shares through your broker (99 shares or less to get odd-lot provision). At least on IB you should get a notification soon or write to support and ask – there’s a way to do it manually yourself (before you get the notification from the broker).

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  17. The tender is capped $60m, meaning a maximum of 2.94m shares will be accepted at $20.4/share. To maintain exactly 56.6% of the post-tender float, Intercap must tender 1.66m shares. This consumes roughly $34m of the tender capacity, leaving 1.28m shares or $26m. Because DCBO will first accept odd-lots, the market moght be afraid that if odd-lots oversubscribe this remaining 1.28m shares, Intercap will be heavily prorated and will use its board influence to strip the odd-lot priority.

    While page 19 of the tender document allows cancellation on a decrease in excess of 10% of the market price, the board basically waived this risk (at least for now) on the exact day the stock plummeted, stating it remains committed to the offer and continues to believe it is in the best interests of the company.

    If we look at volumes during the 2023 Docebo tender, total trading volume for the month was roughly 4m shares, yet only about 533k shares were accepted via odd-lot priority. Current DCBO volume is already around 4.5m shares, so if extrapolated till tender close (March 10), total volume could add up to around 9m. If odd-lot participation scales linearly with volume, it ends up at nearly 1.2m odd-lot shares tendered.

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  19. Management is committed to the offer. From Q4 results:

    “The Offer provides that the Company shall not be required to accept for purchase any deposited Common Shares, and may withdraw, terminate, extend, vary or cancel the Offer if, at any time there shall have occurred a decrease in excess of 10% of the market price of the Common Shares on the TSX or Nasdaq Global Select Market measured from the close of business on February 1, 2026. Notwithstanding that this has occurred, the Company remains committed to the Offer, as it believes that the current trading price of the Common Shares is not fully reflective of the value of the Company’s business and future prospects. All other terms and conditions of the Offer remain unchanged, and the Company and the Board continue to believe that the Offer is in the best interests of the Company and represents a desirable use of a portion of its existing liquidity.”

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  20. Anyone aware of the Interactive/IB deadline to buy shares still eligible to tender?

    Schwab deadline passed 3/6

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  22. $22.25 now, apparently due to big shareholder not tendering, despite the amended filing saying it might. Resulting proration is a high 75%. On hindsight, best is to buy big and sell now, again on hindsight, haha!

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      • OTOH, today’s move was not a sure thing. ~$80 per odd lot account, or even better when it dipped to mid$17s was something to have some confidence in.

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  23. A really unexpected but a very happy end to this tender. Congrats to all who had a position, especially if it was larger than the odd-lot one.

    This was a no brainer (at least for odd-lots) when the stock dropped to $16-$17 range. As I noted in the updates newsletter:

    “The spread for odd-lot accounts increased to $320Last week <...> Intercap reversed course saying it may tender in order to maintain its proportional ownership in DCBO. The stock tumbled from $19 to $17/share, and as a result, the upside for odd-lot accounts increased to $320 (only for accounts not subject to Canadian withholding tax). There is a risk that the tender terms will be amended or that odd-lot priority will be removed, however, that does not seem likely.”

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  25. I did this as an odd lots in Roths accounts at both Fidelity and Schwab and in both cases my payouts were way less than expected. I am not sure if there will be a payment adjustment, but if not this was like a -50% return.

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  27. This is what my retirement account at Robinhood says:
    Heads up 📣 Docebo. Dividend (DCBOZZD) was deemed worthless by the issuer. This means 99 share(s) were removed from your Traditional IRA account and there will be no future distributions. For more information, we would suggest contacting the company’s investor relations team.
    5:15 AM

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    • Where in your account are you seeing this? I still show DCBOZZD in my account and the price listed is $12-ish, which theoretically is the dividend amount?

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        • Robinhood Virtual Chat is worthless. Essentially, it boils down to:

          What you can do:

          If you have documentation or confirmation from Docebo or the clearing agent that the DCBOZZD dividend for the March 2026 tender should be paid, please provide it. Robinhood can review and escalate with the corporate actions team if there is a discrepancy.
          Otherwise, Robinhood must follow the official instructions received, which currently state the dividend is worthless.
          If you have further details or documentation, please share them so we can investigate further.

          I have no idea how to get such documention.

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          • I got a little further with it. It seems that there was another dividend back in January 2024, and that one has been marked worthless. According to virtual “support”, “There is no record in Robinhood’s corporate actions tracker or dividend payment system showing that the “deemed dividend” has been processed for payout. The last official update for DCBO was the January 2024 event, which was declared worthless. What this means: Robinhood has not yet received or processed the “deemed dividend” portion for payout to your account. If another broker has credited this amount, it may be due to differences in how brokers process certain corporate actions or the timing of when they receive and distribute funds from the issuer or their clearing firm.”

          • I finally got to a live chat person and they are looking into it also and will email me back. Will keep you all posted with anything I hear!

          • @nuggy – the only reason I knew YEXT and DCBO paid out was an increase in available cash balance. I keep my IRAs mostly invested, so seeing it jump to a few hundred was a good guess.

  28. IB still hasnt paid out the div either, and they removed the 99 share indication, leaving the div there with a zero size.

    kind of impossible for this to not be paid, but the process is baffling.

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  29. Anyone gotten an update from Robinhood or IBKR on this? I chatted with RH last week and basically got a “we’re looking into this” response.

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    • I see the same, pending as of March 24. No other history entries for the first part of the payout.

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      • sorry for all the replies. they just released my march statement and in there it says I received Yext and DCBO payments (DCBO = 803.88 on 3/19). There is a pending payment for DCBO in the amount of 1215.72. So I think everything is good in RH

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