SCHEDULE: Intercap & Chapnik Update Docebo Stake After Buyback

Intercap Inc. and Jason Chapnik updated their beneficial ownership in Docebo Inc. to 61.7% following the issuer's substantial share buyback.

Summary

• This filing is Amendment No. 1 to a Schedule 13D, originally filed on February 17, 2026, by Intercap Inc. and Jason Chapnik (the "Reporting Persons").
• The amendment updates the beneficial ownership of Common Shares, no par value, of Docebo Inc.
• On March 11, 2026, Docebo Inc. announced that Intercap was expected to have 372,612 common shares acquired under the issuer's substantial issuer bid (the "Offer").
• The shares were acquired at a price of US$20.40 per Common Share, for an aggregate cash purchase price of US$7,601,284.80.
• Jason Chapnik beneficially owns an aggregate of 15,945,759 Common Shares, representing 61.7% of the class, which includes 32,407 Common Shares issuable upon conversion of his vested deferred share units.
• Intercap Inc. beneficially owns an aggregate of 15,913,352 Common Shares, representing 61.6% of the class.
• The percentages are based on approximately 25,819,890 Common Shares outstanding upon the expiration of the Offer, as reported by Docebo Inc.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive. While primarily an ownership update, the underlying event of a substantial issuer bid by Docebo Inc. suggests a positive capital allocation strategy, potentially benefiting remaining shareholders.

Positives

• The issuer's substantial issuer bid (share buyback) can be viewed as a positive for remaining shareholders, as it reduces the number of outstanding shares, potentially increasing earnings per share and signaling management's confidence in the company's value.

Future Outlook

No explicit forward-looking statements or guidance are provided by the reporting persons in this filing.

Management Comments

• "Intercap is a merchant bank."
• "The principal occupation of Mr. Chapnik is founder, Chairman, Chief Executive Officer and Secretary of Intercap."

Industry Context

StockSavvy.ai notes that substantial issuer bids (share buybacks) are a common capital allocation strategy used by companies to return value to shareholders, often signaling management's belief that the stock is undervalued or that the company has excess cash. For a company like Docebo Inc., operating in the learning technology sector, such a move could indicate financial strength and a commitment to enhancing shareholder value, potentially differentiating it from competitors who might be focused on aggressive expansion or capital raises.

Comparison to Industry Standards

• Share buybacks are a standard corporate finance tool. For example, tech giants like Apple and Microsoft frequently engage in large-scale buybacks to optimize capital structure and boost EPS. Docebo's buyback at US$20.40 per share, resulting in a reduction of outstanding shares to approximately 25.8 million, aligns with practices seen in mature or profitable growth companies aiming to enhance shareholder returns.
• The significant beneficial ownership of 61.7% by Jason Chapnik and Intercap Inc. indicates a highly concentrated ownership structure, which is common in founder-led or closely-held companies, but less typical for widely-held public companies. This level of control can provide stability but also raises corporate governance considerations regarding minority shareholder influence, similar to companies like Meta (Mark Zuckerberg) or Berkshire Hathaway (Warren Buffett) where a single individual or a small group holds significant voting power.

Corporate Governance

Stakeholder Impact

• Shareholders: The issuer's substantial issuer bid reduces the number of outstanding shares, which could potentially increase earnings per share and shareholder value for remaining shareholders.
• Management/Board: The significant beneficial ownership by Jason Chapnik and Intercap Inc. (61.7%) indicates strong control, potentially influencing strategic decisions and corporate direction.

Key Dates

Recommendation

The filing primarily details an update to beneficial ownership following a share buyback. While the buyback itself can be a positive signal for the issuer, this specific filing from the reporting persons doesn't provide new operational or financial performance data to warrant a change in investment recommendation. The significant ownership stake by Intercap and Jason Chapnik remains a key factor in the company's governance. Investors should hold and monitor future operational performance and strategic announcements from Docebo Inc.

Keywords

Docebo Inc., Intercap Inc., Jason Chapnik, Schedule 13D/A, Beneficial Ownership, Share Buyback, Issuer Bid, Common Shares, SEC Filing, Corporate Governance