UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
(expressed in thousands of United States dollars)
June 30,
December 31,
2026
2025
$
$
Assets
Current assets:
Cash and cash equivalents
45,715
74,037
Trade and other receivables (Note 5)
53,308
55,209
Income taxes receivable
1,644
881
Prepaids and deposits
9,364
11,701
Contract costs, net
10,327
9,696
120,358
151,524
Non-current assets:
Contract costs, net
17,099
15,095
Deferred tax asset
20,434
20,026
Right-of-use assets, net (Note 6)
5,619
2,387
Property and equipment, net (Note 7)
1,875
2,045
Intangible assets, net (Note 8)
23,661
1,029
Goodwill (Note 9)
53,670
14,541
242,716
206,647
Liabilities
Current liabilities:
Trade and other payables
40,623
35,960
Income taxes payable
2,393
966
Deferred revenue
94,452
85,465
Provisions
194
787
Lease obligations (Note 6)
1,941
621
Contingent consideration
3,327
—
Acquisition holdback payables
2,580
—
145,510
123,799
Non-current liabilities:
Deferred revenue
1,837
2,568
Lease obligations (Note 6)
3,877
1,939
Employee benefit obligations
2,746
3,587
Deferred tax liability
1,102
663
Borrowings
87,950
—
243,022
132,556
Shareholders’ equity (deficiency)
Share capital (Note 11)
212,778
244,605
Contributed surplus
22,644
20,949
Accumulated other comprehensive loss
(5,261)
(7,427)
Deficit
(230,467)
(184,036)
Total equity
(306)
74,091
242,716
206,647
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
1
DOCEBO INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(expressed in thousands of United States dollars, except per share amounts)
Three months ended
June 30,
Six months ended
June 30,
2026
2025
2026
2025
$
$
$
$
Revenue (Note 14)
68,650
60,732
134,270
118,028
Cost of revenue (Note 15)
14,116
11,584
28,469
22,979
Gross profit
54,534
49,148
105,801
95,049
Operating expenses
General and administrative
9,486
8,394
20,824
17,119
Sales and marketing
22,543
20,393
43,848
40,748
Research and development
12,990
12,699
28,447
26,102
Share-based compensation (Note 12)
2,456
1,733
3,740
2,522
Foreign exchange loss
2,275
942
3,729
1,065
Depreciation and amortization (Note 6, 7 and 8)
2,203
847
4,125
1,645
51,953
45,008
104,713
89,201
Operating income
2,581
4,140
1,088
5,848
Finance costs (income), net (Note 10)
1,084
(542)
1,494
(1,190)
Other income, net
—
(1)
—
(2)
Income (loss) before income taxes
1,497
4,683
(406)
7,040
Income tax (recovery) expense
(761)
1,607
(1,045)
2,490
Net income
2,258
3,076
639
4,550
Other comprehensive income
Item that may be reclassified subsequently to income:
Exchange gain on translation of foreign operations
(2,290)
(1,171)
(2,166)
(1,163)
Comprehensive income
4,548
4,247
2,805
5,713
Earnings (loss) per share - basic (Note 13)
0.09
0.10
0.02
0.15
Earnings (loss) per share - diluted (Note 13)
0.08
0.10
0.02
0.15
Weighted average number of common shares outstanding - basic (Note 13)
25,455,554
29,559,316
25,833,056
29,909,311
Weighted average number of common shares outstanding - diluted (Note 13)
26,796,908
30,227,581
26,834,523
30,559,452
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
2
DOCEBO INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIENCY)
(expressed in thousands of United States dollars, except number of shares)
Share capital
Contributed surplus
Accumulated other comprehensive loss
Deficit
Total
#
$
$
$
$
$
Balance, December 31, 2024
30,255,955
253,295
19,109
(9,275)
(205,368)
57,761
Exercise of stock options (Note 11 and 12)
15,339
459
(145)
—
—
314
Share-based compensation (Note 12)
—
—
2,522
—
—
2,522
Share issuance under employee share purchase plan (Note 11 and 12)
6,529
283
(47)
—
—
236
Release of restricted share units (Note 11 and 12)
32,101
1,315
(1,315)
—
—
—
Release of shares in escrow related to business combination
8,728
330
(330)
—
—
—
Shares repurchased for cancellation (Note 11)
(1,529,256)
(11,967)
—
—
(32,474)
(44,441)
Change in share repurchase commitment under the automatic share purchase plan (Note 11)
—
—
—
—
13,509
13,509
Excess tax benefit on stock compensation
—
—
(930)
—
—
(930)
Comprehensive income (loss)
—
—
—
1,163
4,550
5,713
Balance, June 30, 2025
28,789,396
243,715
18,864
(8,112)
(219,783)
34,684
Balance, December 31, 2025
28,747,289
244,605
20,949
(7,427)
(184,036)
74,091
Exercise of stock options (Note 11 and 12)
93,327
130
(39)
—
—
91
Share-based compensation (Note 12)
—
—
3,740
—
—
3,740
Share issuance under employee share purchase plan (Note 11 and 12)
11,081
226
(26)
—
—
200
Release of restricted share units (Note 11 and 12)
53,160
1,775
(1,775)
—
—
—
Shares repurchased for cancellation (Note 11)
(4,018,720)
(33,958)
—
—
(46,957)
(80,915)
Change in share repurchase commitment under the automatic share purchase plan (Note 11)
—
—
—
—
(113)
(113)
Excess tax benefit on stock compensation
—
—
(205)
—
—
(205)
Comprehensive income (loss)
—
—
—
2,166
639
2,805
Balance, June 30, 2026
24,886,137
212,778
22,644
(5,261)
(230,467)
(306)
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
3
DOCEBO INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(expressed in thousands of United States dollars)
Six months ended
June 30,
2026
2025
$
$
Cash flows from operating activities
Net income
639
4,550
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization
4,125
1,645
Share-based compensation
3,740
2,522
Loss on disposal of assets
15
4
Unrealized foreign exchange loss (gain)
900
1,430
Income tax expense (recovery)
(1,045)
2,490
Finance income, net
1,494
(1,190)
Changes in non-cash working capital items:
Trade and other receivables
5,757
(1,264)
Prepaids and deposits
3,405
(2,109)
Contract costs, net
(3,070)
(2,894)
Trade and other payables
1,912
2,389
Employee benefit obligations
(738)
(189)
Deferred revenue
5,439
8,090
Income taxes paid
(840)
(1,285)
Cash from operating activities
21,733
14,189
Cash flows used in investing activities
Purchase of property and equipment
(281)
(586)
Payments related to acquisitions
—
(256)
Acquisition of business, net of cash acquired
(57,728)
—
Cash used in investing activities
(58,009)
(842)
Cash flows used in financing activities
Payments received on net investment in finance lease
—
37
Repayment of lease obligations
(1,016)
(954)
Net interest received (paid)
(1,314)
1,207
Proceeds from exercise of stock options
91
314
Proceeds from share issuance under employee share purchase plan
200
236
Proceeds from borrowings
89,107
—
Shares repurchased for cancellation
(79,421)
(43,615)
Cash from (used in) financing activities
7,647
(42,775)
Net change in cash and cash equivalents during the period
(28,629)
(29,428)
Effect of foreign exchange on cash and cash equivalents
307
1,463
Cash and cash equivalents, beginning of the period
74,037
92,540
Cash and cash equivalents, end of the period
45,715
64,575
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
4
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
June 30, 2026
(expressed in thousands of US dollars, except share amounts)
1
Nature of business
Docebo Inc. (“Docebo” or the “Company”), a leading learning platform provider, was incorporated on April 21, 2016 under the Business Corporations Act (Ontario) and is domiciled in Ontario, Canada. Effective August 1, 2025, the Company’s head office is located at Suite 1200, 55 York Street, Toronto, Canada, M5J 1R7.
The Company’s shares are listed on both the Toronto Stock Exchange (“TSX”), as of October 8, 2019, and the Nasdaq Global Select Market (“Nasdaq”), as of December 3, 2020, under the stock symbol “DCBO”.
The Company has the following material subsidiaries:
Entity name
Country
Ownership percentage
June 30, 2026
Ownership percentage
December 31, 2025
%
%
Docebo S.P.A
Italy
100
100
Docebo NA, Inc.
United States
100
100
Docebo EMEA FZ-LLC
United Arab Emirates
100
100
Docebo UK Limited
England and Wales
100
100
Docebo France Société par Actions Simplifiée (“Docebo France”)
France
100
100
Docebo DACH GmbH (“Docebo Germany”)
Germany
100
100
Docebo Australia Pty Ltd. ("Docebo Australia")
Australia
100
100
365Talents Société par Actions Simplifiée ("365Talents")
France
100
—
Zive GmbH ("Zive")
Germany
100
—
2
Basis of preparation
Statement of compliance
The unaudited condensed consolidated interim financial statements (“interim financial statements”) have been prepared by management using the same accounting policies and methods as those used in the Company’s consolidated financial statements for the year ended December 31, 2025. These unaudited condensed consolidated interim financial statements have been prepared in accordance with IAS 34 – Interim Financial Reporting. Accordingly, certain disclosures normally included in annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) have been omitted or condensed. These unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2025.
These financial statements were approved and authorized for issuance by the Board of Directors of the Company on August 6, 2026.
Use of estimates, assumptions and judgments
The preparation of these financial statements in conformity with IFRS requires management to make estimates, assumptions and judgments that affect the application of accounting policies and the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results may differ from those estimates.
5
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
June 30, 2026
(expressed in thousands of US dollars, except share amounts)
Estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
In preparing these financial statements, the significant judgments made by management in applying the Company’s accounting policies and the key sources of uncertainty are the same as those applied and described in the Company’s annual audited consolidated financial statements for the year ended December 31, 2025.
3
Summary of material accounting policies
The material accounting policies applied in these financial statements are the same as those applied and described in the Company’s annual audited consolidated financial statements as at and for the year ended December 31, 2025.
4
Business combinations
365Talents
On January 20, 2026, the Company acquired all of the issued and outstanding shares of 365Talents, a privately held AI-powered skills intelligence and workforce analytics company (société par actions simplifiée) based in France (“365Talents”). The acquisition is accounted for as a business combination in accordance with IFRS 3 - Business Combinations.
Total purchase consideration of $60,414, consisting of: (i) cash paid on closing of $54,326; and (ii) a cash holdback amount of $2,688 (up to a maximum of $2,736) which will be determined and paid during fiscal 2026.
In addition, up to approximately $3,400 (maximum undiscounted amount of $5,100) of additional cash consideration may be payable in fiscal year 2027 based on the achievement of certain financial milestones for the 12 month period ended December 31, 2026. Refer to note 12 for performance share units (“PSUs”) that were also granted to certain key employees of 365Talents as part of the acquisition.
During the three months ended June 30, 2026 the Company recognized an adjustment to the initial fair value of the identified intangible assets, other net assets acquired and contingent consideration, which resulted in an adjustment to increase goodwill by $1,440. The adjustment reflects additional information obtained during the measurement period about facts and circumstances that existed as of the acquisition date.
Transaction costs relating to due diligence fees, legal costs, accounting fees, advisory fees and other professional fees for the three and six months ended June 30, 2026 amounting to $145 and $884 and for the year ended December 31, 2025 amounting to $738 were incurred in relation to the acquisition. These amounts have been expensed as incurred primarily within general and administrative expenses.
As at June 30, 2026, the purchase price allocation has not been finalized. The fair values of the identifiable assets acquired and liabilities assumed have been determined on a provisional basis, as the Company has not yet completed its assessment of the fair values of certain assets and liabilities, including the fair value of acquired intangible assets, and the related tax impact. The provisional amounts recognized are subject to adjustment within the measurement period, which shall not exceed one year from the acquisition date, in accordance with IFRS 3 Business Combinations.
The following table summarizes the allocation of the consideration paid and the preliminary amounts of fair value of the certain assets and liabilities, including the fair value of acquired intangible assets, and the related tax impact assumed at the acquisition date:
6
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
June 30, 2026
(expressed in thousands of US dollars, except share amounts)
Fair value recognized on acquisition
$
Assets
Current assets:
Cash and cash equivalents
2,126
Trade and other receivables
4,057
Prepaid expenses and other current assets
367
6,550
Non-current assets:
Right-of-use asset, net
223
Customer relationships
15,450
Technology
5,450
Trade name and trademarks
2,100
Goodwill
36,937
Total assets
66,710
Liabilities
Current liabilities:
Trade and other payables
2,458
Deferred revenue
3,599
Lease obligations
201
6,258
Non-current liabilities:
Deferred tax liability
38
Total liabilities
6,296
Fair value of net assets acquired
60,414
Paid in cash
54,326
Working capital adjustment
(48)
Holdback payable
2,736
Contingent consideration
3,400
Total purchase consideration
60,414
The goodwill related to the acquisition of 365Talents reflects the benefits attributable to future market development and the fair value of an assembled workforce. These benefits were not recognized separately from goodwill because they did not meet the recognition criteria for identifiable intangible assets. This goodwill is not deductible for income tax purposes.
The customer relationships acquired are amortized on a straight-line basis over its estimated useful life of 4 years. The technology acquired is amortized on a straight-line basis over its estimated useful life of 5 years. The trade name and trademarks acquired are amortized on a straight-line basis over its estimated useful life of 6 years.
Since the date of acquisition, the acquisition has generated revenue of $3,243 and a net loss of $3,871 for the six months ended June 30, 2026. Had the acquisition been completed on January 1, 2026 the pro forma results would be immaterially different from the results since the date of acquisition.
7
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
June 30, 2026
(expressed in thousands of US dollars, except share amounts)
Zive
On April 2, 2026, the Company acquired all of the issued and outstanding shares of Zive GmbH, an AI and knowledge platform based in Germany (“Zive”). The acquisition is accounted for as a business combination in accordance with IFRS 3 - Business Combinations.
Total purchase consideration of $7,067 consisting of: (i) cash paid on closing of $6,819; and (ii) a cash holdback amount of $248 (up to a maximum of $287) which will be determined and paid during fiscal 2026. There is also up to $1,000 in additional consideration to be paid, based on certain employment obligations, up to April 2, 2027. This obligation will be accrued by the Company on a ratable basis over the retention period.
Transaction costs relating to due diligence fees, legal costs, accounting fees, advisory fees and other professional fees for the three and six months ended June 30, 2026 amounting to $349 and $495 and for the year ended December 31, 2025 amounting to nil were incurred in relation to the acquisition. These amounts have been expensed as incurred primarily within general and administrative expenses.
As at June 30, 2026, the purchase price allocation has not been finalized. The fair values of the identifiable assets acquired and liabilities assumed have been determined on a provisional basis, as the Company has not yet completed its assessment of the fair values of certain assets and liabilities, including the fair value of acquired intangible assets, and the related tax impact. The provisional amounts recognized are subject to adjustment within the measurement period, which shall not exceed one year from the acquisition date, in accordance with IFRS 3 Business Combinations.
8
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
June 30, 2026
(expressed in thousands of US dollars, except share amounts)
The following table summarizes the allocation of the consideration paid and the preliminary amounts of fair value of the certain assets and liabilities, including the fair value of acquired intangible assets, and the related tax impact assumed at the acquisition date:
Fair value recognized on acquisition
$
Assets
Current assets:
Cash and cash equivalents
1,291
Trade and other receivables
324
Prepaid expenses and other current assets
14
1,629
Non-current assets:
Technology
2,891
Goodwill
3,122
Total assets
7,642
Liabilities
Current liabilities:
Trade and other payables
251
Deferred revenue
94
345
Non-current liabilities:
Deferred tax liability
230
Total liabilities
575
Fair value of net assets acquired
7,067
Paid in cash
6,819
Working capital adjustment
(39)
Holdback payable
287
Total purchase consideration
7,067
The goodwill related to the acquisition of Zive reflects the benefits attributable to the fair value of an assembled workforce. These benefits were not recognized separately from goodwill because they did not meet the recognition criteria for identifiable intangible assets. This goodwill is not deductible for income tax purposes.
The technology acquired is amortized on a straight-line basis over its estimated useful life of 5 years.
Since the date of acquisition, the acquisition has generated revenue of $117 and a net loss of $428 for the six months ended June 30, 2026. Had the acquisition been completed on January 1, 2026 the pro forma results would have resulted in revenues of $283 and a net loss of $895 for the six months ended June 30, 2026.
9
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
June 30, 2026
(expressed in thousands of US dollars, except share amounts)
5
Trade and other receivables
The Company’s trade and other receivables as at June 30, 2026 and December 31, 2025 include the following:
2026
2025
$
$
Trade receivables
42,883
45,467
Accrued revenues
7,232
5,118
Tax credits receivable
2,932
4,316
Interest receivable
—
39
Other receivables
261
269
53,308
55,209
Included in trade receivables is a provision for expected credit losses of $1,246 as at June 30, 2026 and $1,022 as at December 31, 2025.
6
Leases
The Company’s right-of-use assets by class of assets are as follows:
Premises
Total
$
$
Costs
Balance – December 31, 2025
7,177
7,177
Additions
4,750
4,750
Additions through acquisitions
223
223
Modifications to and disposals of lease contracts
(2,877)
(2,877)
Effects of foreign exchange
(550)
(550)
Balance – June 30, 2026
8,723
8,723
Accumulated amortization
Balance – December 31, 2025
4,790
4,790
Amortization
945
945
Modifications to and disposals of lease contracts
(2,253)
(2,253)
Effects of foreign exchange
(378)
(378)
Balance – June 30, 2026
3,104
3,104
Carrying value
Net balance – December 31, 2025
2,387
2,387
Net balance – June 30, 2026
5,619
5,619
10
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
June 30, 2026
(expressed in thousands of US dollars, except share amounts)
The Company’s lease obligations are as follows:
2026
$
Balance – January 1
2,560
Additions
4,718
Additions through acquisitions
201
Disposals
(630)
Interest accretion
142
Lease repayments
(984)
Effects of foreign exchange
(189)
Balance – June 30
5,818
Current
1,941
Non-current
3,877
5,818
Expenses incurred for the three and six months ended June 30, 2026 and 2025 relating to short-term leases and leases of low-value assets were $10 and $21, respectively (2025 - $15 and $27).
7
Property and equipment
Furniture and office equipment
Leasehold improvements
Land and Building
Total
$
$
$
$
Cost
Balance – December 31, 2025
4,915
1,743
790
7,448
Additions
243
38
—
281
Dispositions
(125)
—
—
(125)
Effects of foreign exchange
(107)
(38)
(30)
(175)
Balance – June 30, 2026
4,926
1,743
760
7,429
Accumulated depreciation
Balance – December 31, 2025
3,755
1,500
148
5,403
Depreciation
335
30
30
395
Dispositions
(104)
—
—
(104)
Effects of foreign exchange
(97)
(35)
(8)
(140)
Balance – June 30, 2026
3,889
1,495
170
5,554
Carrying value
Balance – December 31, 2025
1,160
243
642
2,045
Balance – June 30, 2026
1,037
248
590
1,875
11
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
June 30, 2026
(expressed in thousands of US dollars, except share amounts)
8
Intangible assets
Acquired
Customer relationships
Technology
Trademarks
Total
$
$
$
$
Balance – December 31, 2025
1,467
2,382
47
3,896
Acquisitions through business combinations
15,450
8,341
2,100
25,891
Effects of foreign exchange
(366)
(130)
(45)
(541)
Balance – June 30, 2026
16,551
10,593
2,102
29,246
Balance – December 31, 2025
1,263
1,557
47
2,867
Amortization
1,827
803
155
2,785
Effects of foreign exchange
(66)
4
(5)
(67)
Balance – June 30, 2026
3,024
2,364
197
5,585
Carrying value
Balance – December 31, 2025
204
825
—
1,029
Balance – June 30, 2026
13,527
8,229
1,905
23,661
9
Goodwill
$
Balance – December 31, 2025
14,541
Additions
40,059
Effects of foreign exchange
(930)
Balance – June 30, 2026
53,670
10
Borrowings
Credit Facility
On May 8, 2025, the Company entered into a credit agreement (the “Original Credit Agreement”) with National Bank of Canada (“NBC”) providing for a $50,000 secured revolving credit facility (the “Facility”) with an accordion feature that allowed for the expansion of the Facility by up to an aggregate maximum principal amount of $50,000, upon request by Docebo, subject to review and approval by NBC. The Facility, which was secured against all assets of the Company and a pledge of certain equity interests in its subsidiaries, was available for general corporate purposes, acquisitions, and investments, subject to certain limitations.
The undrawn portion of the Facility was subject to a standby fee whereby the rate varied depending on the Company’s Net Debt to EBITDA Ratio (as defined in the Original Credit Agreement). The Facility had a term of three years. The Facility included certain covenants that required the Company to maintain certain financial ratios and meet certain non-financial requirements.
At the Company's election, amounts drawn on the Facility bore interest based on the Canadian prime rate, U.S. dollar base rate, the secured overnight financing rate ("SOFR"), or Canadian Overnight Repo Rate Average ("CORRA") plus an applicable margin, with interest payable monthly for Canadian prime rate and U.S. dollar base rate loans, at the end of each interest period for CORRA loans, and at the end of each interest period (and every three months if the interest period was longer than three months) for SOFR loans.
12
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
June 30, 2026
(expressed in thousands of US dollars, except share amounts)
On January 14, 2026 the Company drew C$69,430 (approximately $50,000) from the Facility as a CORRA loan.
On February 10, 2026 the Company entered into an amended and restated credit agreement with NBC as administrative agent, and the other lenders party thereto from time to time (the “Lenders”) which amends and restates the Original Credit Agreement and provides, among other things, an increase of $50,000 in the secured revolving credit facility such that the maximum amount available for the Company to borrow is $100,000 (the “Amended Facility”). The Amended Facility has a term of 3 years and bears interest at variable rates depending on certain financial ratios and metrics. The Amended Facility includes an accordion feature that allows for the expansion of the Amended Facility by up to an aggregate maximum principal amount of $50,000. The accordion feature is available upon request by Docebo and is subject to acceptance by the Lenders or commitments by new financial institutions or commercial lenders in the case where the Lenders decline to increase their commitment in connection with the accordion request. The Amended Facility, which is secured against all assets of the Company and a pledge of certain equity interests in its subsidiaries, is available for general corporate purposes, acquisitions, and investments, subject to certain limitations.
On March 10, 2026 the Company drew $30,000 from the Amended Facility as a SOFR loan.
On June 1, 2026 the Company drew $10,000 from the Amended Facility as a SOFR loan.
On June 22, 2026 the Company signed the First Amending Agreement to the Amended Facility, which increased the Amended Facility by $50,000 to a total revolving credit facility of $150,000 (“First Amended Facility”).
As of June 30, 2026, Docebo was in compliance with all covenants and approximately $90,000 was outstanding under the First Amended Facility.
Finance costs (income), net, for the three and six months ended June 30, 2026 and 2025 is comprised of:
Three months ended June 30,
Six months ended June 30,
2026
2025
2026
2025
$
$
$
$
Interest on acquisition related consideration
—
5
—
16
Interest on lease obligations
77
21
142
41
Commitment costs on amended facility
15
—
38
—
Interest income
(24)
(568)
(259)
(1,247)
Interest on borrowings
1,016
—
1,573
—
1,084
(542)
1,494
(1,190)
11
Share capital
Authorized:
Unlimited common shares with no par value
Issued and outstanding:
Number of shares
Amount
#
$
Balance – December 31, 2025
28,747,289
244,605
Exercise of stock options
93,327
130
Issuance of common shares under employee share purchase plan
11,081
226
Release of restricted share units
53,160
1,775
Purchase of common shares held for cancellation (i)
(4,018,720)
(33,958)
Balance – June 30, 2026
24,886,137
212,778
13
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
June 30, 2026
(expressed in thousands of US dollars, except share amounts)
(i) On May 9, 2025, the Company renewed its Normal Course Issuer Bid (“NCIB”) to repurchase and cancel up to 1,481,659 of its common shares, representing 5% of the Company’s issued and outstanding shares as of May 6, 2025, over the 12-month period commencing on May 20, 2025, and ending no later than May 19, 2026.
On May 8, 2026, the Company renewed the NCIB to repurchase and cancel up to 1,269,702 of its common shares, representing approximately 5% of its Company’s issued and outstanding shares as of May 6, 2026, over the 12 month period commencing May 20, 2026 , and ending no later than May 19, 2027.
The amounts paid in excess of the average book value of the common shares are charged to deficit. During the six months ended June 30, 2026, the Company repurchased a total of 1,077,544 common shares for cancellation at an average price of $18.02 (C$24.83) per common share for total cash consideration of $19,421 including transaction costs.
In connection with the NCIB, the Company entered into an automatic share purchase plan (“ASPP”) with a designated broker for the purpose of allowing the Company to purchase its common shares under the NCIB during self-imposed trading blackout periods. Under the ASPP, the broker may be authorized to repurchase common shares during blackout periods, without consultation with the Company, on predefined terms, including share price, time period and subject to other limitations imposed by the Company and subject to rules and policies of the TSX and applicable securities laws, such as a daily purchase restriction.
As at June 30, 2026 the value of the ASPP liability was nil (nil at December 31, 2025).
On March 10, 2026, the Company completed a substantial issuer bid under which the Company repurchased 2,941,176 common shares for cancellation at a price of $20.40 per common share for total cash consideration of $60,000, and incurred transactions costs of $558 related to the SIB.
12
Share-based compensation
The Company has five components of its share-based compensation plan: stock options, deferred share units (“DSUs”), restricted share units (“RSUs”), PSUs, and employee share purchase plan (“ESPP”).
Share-based compensation expense associated with each component is as follows for the three and six months ended June 30:
Three months ended June 30,
Six months ended June 30,
2026
2025
2026
2025
$
$
$
$
Stock options
535
718
991
953
DSUs
286
246
575
483
RSUs
1,483
750
1,972
1,043
PSUs
139
—
174
—
ESPP
13
19
28
43
2,456
1,733
3,740
2,522
14
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
June 30, 2026
(expressed in thousands of US dollars, except share amounts)
The following table presents share-based compensation expense by function for the three and six months ended June 30:
Three months ended June 30,
Six months ended June 30,
2026
2025
2026
2025
$
$
$
$
Cost of revenue
154
150
244
164
General and administrative
1,304
1,096
1,946
1,595
Sales and marketing
672
73
997
154
Research and development
326
414
553
609
2,456
1,733
3,740
2,522
The changes in the number of stock options during the six months ended June 30, 2026 and 2025 were as follows:
2026
2025
Number of options
Weighted average exercise price
Number of options
Weighted average exercise price
#
C$
#
C$
Options outstanding – January 1
1,019,930
33.78
827,642
34.11
Options granted
—
—
330,727
43.21
Options forfeited
(52,562)
49.28
(101,284)
53.90
Options exercised
(93,327)
1.01
(15,339)
27.83
Options expired
(11,957)
54.82
(9,444)
56.14
Options outstanding – June 30
862,084
36.09
1,032,302
34.98
Options exercisable – June 30
557,997
31.18
537,377
22.87
There were no options granted during the six months ended June 30, 2026; the weighted average fair value of share options granted during the six months ended June 30, 2025 was estimated at the date of grant using the Black-Scholes option pricing model using the following inputs:
2026
2025
C$
C$
Weighted average stock price valuation
$
—
$
43.21
Weighted average exercise price
$
—
$
43.21
Risk-free interest rate
—
%
2.62
%
Expected life in years
nil
4.5
Expected dividend yield
—
%
—
%
Volatility
—
%
52
%
Weighted average fair value of options issued
$
—
$
19.55
15
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
June 30, 2026
(expressed in thousands of US dollars, except share amounts)
The following table is a summary of the Company’s stock options outstanding as at June 30, 2026:
Options outstanding
Options exercisable
Exercise price range
Number outstanding
Weighted average remaining contractual life (years)
Exercise price range
Number exercisable
C$
#
#
C$
#
0.0001 - 1.09
142,052
0.24
0.0001 - 1.09
142,052
8.86 - 11.06
18,500
4.72
8.86 - 11.06
18,500
15.79 - 16.00
83,628
2.32
15.79 - 16.00
83,628
26.43 - 60.00
572,014
3.46
26.43 - 60.00
284,389
60.01 - 95.12
45,890
2.84
60.01 - 95.12
29,428
862,084
2.81
557,997
The following table is a summary of the Company’s stock options outstanding as at June 30, 2025:
Options outstanding
Options exercisable
Exercise price range
Number outstanding
Weighted average remaining contractual life (years)
Exercise price range
Number exercisable
C$
#
#
C$
#
0.0001 - 1.09
234,120
1.23
0.0001 - 1.09
234,120
8.86 - 11.06
18,500
5.72
8.86 - 11.06
18,500
15.79 - 16.00
87,401
4.27
15.79 - 16.00
87,401
26.43 - 60.00
619,670
4.46
26.43 - 60.00
169,088
60.01 - 95.12
72,611
3.75
60.01 - 95.12
28,268
1,032,302
3.68
537,377
DSUs
The following table presents information on the Company’s DSUs for the years presented:
#
DSUs – December 31, 2025
173,592
Granted (at C$24.06 - C$30.43 per unit)
12,792
DSUs - June 30, 2026
186,384
RSUs
The following table presents information on the Company’s RSUs for the years presented:
#
RSUs – December 31, 2025
218,306
Granted (at C$23.50 - C$25.00 per unit)
786,620
Released (at C$37.04 - $77.20 per unit)
(53,160)
Forfeited (at C$24.35 - $77.20 per unit)
(26,492)
RSUs - June 30, 2026
925,274
16
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
June 30, 2026
(expressed in thousands of US dollars, except share amounts)
PSUs
The following table presents information on the Company’s PSUs for the years presented:
#
PSUs – December 31, 2025
—
Granted (at C$25.69 per unit)
59,210
PSUs - June 30, 2026
59,210
13
Earnings per share
Basic and diluted net income per share for the three and six months ended June 30 are calculated as follows:
Three months ended June 30,
Six months ended June 30,
2026
2025
2026
2025
Net income attributable to common shareholders
2,258
3,076
$
639
$
4,550
Basic weighted average number of common shares outstanding
25,455,554
29,559,316
25,833,056
29,909,311
Stock options
239,172
279,908
254,134
292,737
DSUs
184,855
143,318
181,272
142,955
PSUs
2,302
—
2,601
—
RSUs
915,025
245,039
563,460
214,449
Diluted weighted average number of common shares outstanding
26,796,908
30,227,581
26,834,523
30,559,452
Basic earnings per common share
$
0.09
$
0.10
$
0.02
$
0.15
Diluted earnings per common share
$
0.08
$
0.10
$
0.02
$
0.15
For the three and six months ended June 30, 2026, there were nil stock options, (three and six months ended June 30, 2025 - 10,745 and 74,178 stock options, respectively) that were not taken into account in the calculation of diluted earnings per share because their effect was anti-dilutive.
14
Revenue and related balances
Disaggregated revenue
The Company derives its revenues from two main sources, subscription to its SaaS application and associated premium support services, and professional services revenue, which includes services such as initial implementation, project management, training, and integration.
17
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
June 30, 2026
(expressed in thousands of US dollars, except share amounts)
The following table presents a disaggregation of revenue for the three and six months ended June 30:
Three months ended June 30,
Six months ended June 30,
2026
2025
2026
2025
$
$
$
$
Subscription revenue
63,841
57,066
124,484
111,249
Professional services
4,809
3,666
9,786
6,779
68,650
60,732
134,270
118,028
15
Cost of revenue
The following table represents cost of revenue for the three and six months ended June 30:
Three months ended June 30,
Six months ended June 30,
2026
2025
2026
2025
$
$
$
$
Employee salaries and benefits
5,136
4,928
11,216
10,050
Web hosting fees
2,134
1,769
4,194
3,716
Third party service fees
6,359
4,623
12,208
8,606
Other
487
264
851
607
14,116
11,584
28,469
22,979
16
Employee compensation
The total employee compensation comprising salaries and benefits, inclusive of tax credits, and excluding share-based compensation, for the three and six months ended June 30, 2026 was $33,808 and $74,076, respectively (2025 - $30,599 and $65,254).
Employee compensation costs were included in the following expenses for the three and six months ended June 30, 2026 and 2025 as follows:
Three months ended June 30,
Six months ended June 30,
2026
2025
2026
2025
$
$
$
$
Cost of revenue
5,136
4,928
11,216
10,050
General and administrative
4,814
4,258
10,822
9,082
Sales and marketing
14,287
13,028
30,142
28,725
Research and development
9,571
8,385
21,896
17,397
33,808
30,599
74,076
65,254
For the six months ended June 30, 2026, the Company incurred a total of $6,452 of employee severance related costs associated with a reduction in workforce. This resulted in additional employee compensation costs of $852 in cost of revenue, $1,544 in general and administrative, $872 in sales and marketing, and $3,184 in research and development.
18
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
June 30, 2026
(expressed in thousands of US dollars, except share amounts)
17
Related party transactions
Key management personnel are those persons having the authority and responsibility for planning, directing and controlling activities of the Company, directly or indirectly. Key management personnel includes the Company’s Directors and Officers.
Compensation awarded to key management personnel for the three and six months ended June 30, 2026 and 2025 is as follows:
Three months ended June 30,
Six months ended June 30,
2026
2025
2026
2025
$
$
$
$
Salaries and benefits
990
1,230
1,958
2,438
Share-based compensation
1,279
1,025
2,368
1,087
2,269
2,255
4,326
3,525
18
Financial instruments and risk management
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from deposits with banks and outstanding receivables. The Company trades only with recognized, creditworthy third parties. Due to the Company’s diversified customer base, there is no particular concentration of credit risk related to the Company’s trade and other receivables. Trade and other receivables are monitored on an ongoing basis to ensure timely collection of amounts.
The carrying values of cash and cash equivalents, trade and other receivables, trade and other payables, and the Amended Facility approximate fair values due to the short-term nature of these items or being carried at fair value. The risk of material change in fair value is not considered to be significant. The Company does not use derivative financial instruments to manage this risk.
Contingent consideration is classified as a Level 3 financial instrument as the inputs are not observable and there is no market based activity. The fair value of the contingent consideration has been calculated using discounted cash flows and was $3,400 as at the date of acquisition. During the three and six months ended June 30, 2026, there were no transfers of amounts between levels in the fair value hierarchy.
19
Segment information
The Company reports segment information based on internal reports used by the chief operating decision maker (“CODM”) to make operating and resource allocation decisions and to assess performance. The CODM is the Chief Executive Officer. The CODM makes decisions and assesses performance of the Company on a consolidated basis such that the Company is a single reportable operating segment.
19
DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
June 30, 2026
(expressed in thousands of US dollars, except share amounts)
The following tables present details on revenues derived in the following geographical locations for the three and six months ended June 30, 2026 and 2025.
Three months ended June 30,
Six months ended June 30,
2026
2025
2026
2025
$
$
$
$
North America
Canada
3,450
3,438
6,860
6,528
United States
46,183
41,634
89,586
82,294
Rest of World
19,017
15,660
37,824
29,206
68,650
60,732
134,270
118,028
20
Subsequent events
Substantial Issuer Bid
On July 17, 2026, the Company announced that the board of directors had approved a substantial issuer bid under which the Company has offered to repurchase for cancellation up to $70.0 million of its outstanding common shares at a price of $20.40 per common share (the “Offer”). In connection with the Offer, the Company has temporarily suspended repurchases of common shares pursuant to the NCIB in accordance with applicable securities legislation. Following completion of the Offer, the Company expects to continue having access to liquidity (including through the First Amended Facility).