docebo-20260930



DOCEBO INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

(expressed in thousands of United States dollars)



	September 30,	December 31,
	2026	2025
	$	$
Assets
Current assets:
Cash and cash equivalents	42,488	74,037
Trade and other receivables (Note 5)	56,253	55,209
Income taxes receivable	1,629	881
Prepaids and deposits	10,149	11,701

Contract costs, net	9,970	9,696
	120,489	151,524
Non-current assets:
Contract costs, net	18,116	15,095


Deferred tax asset	19,996	20,026
Right-of-use assets, net (Note 6)	5,152	2,387
Property and equipment, net (Note 7)	1,965	2,045
Intangible assets, net (Note 8)	22,471	1,029
Goodwill (Note 9)	53,521	14,541
	241,710	206,647
Liabilities
Current liabilities:
Trade and other payables	37,562	35,960
Automatic share repurchase plan liability (Note 11)	13,639	—
Income taxes payable	1,656	966
Deferred revenue	91,830	85,465
Provisions	—	787
Lease obligations (Note 6)	1,837	621
Contingent consideration	3,730	—

	150,254	123,799
Non-current liabilities:


Deferred revenue	1,495	2,568
Lease obligations (Note 6)	3,485	1,939
Employee benefit obligations	2,655	3,587
Deferred tax liability	1,279	663
Borrowings (Note 10)	88,221	—
	247,389	132,556
Shareholders’ equity (deficiency)
Share capital (Note 11)	212,930	244,605
Contributed surplus	23,753	20,949
Accumulated other comprehensive loss	(6,004)	(7,427)
Deficit	(236,358)	(184,036)
Total (deficit) equity	(5,679)	74,091
	241,710	206,647

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.


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 September 30,		Nine months ended September 30,
	2026	2025	2026	2025
	$	$	$	$
Revenue (Note 14)	70,333	61,622	204,603	179,650
Cost of revenue (Note 15)	14,575	12,132	43,044	35,111
Gross profit	55,758	49,490	161,559	144,539

Operating expenses
General and administrative	9,224	9,173	30,048	26,292
Sales and marketing	18,691	17,600	62,539	58,348
Research and development	11,715	11,905	40,162	38,007
Share-based compensation (Note 12)	2,358	1,925	6,098	4,447
Foreign exchange loss	89	96	3,818	1,161
Depreciation and amortization (Notes 6, 7 and 8)	2,395	743	6,520	2,388
	44,472	41,442	149,185	130,643
Operating income	11,286	8,048	12,374	13,896

Finance costs (income), net (Note 10)	1,397	(198)	2,891	(1,388)
Other income, net	—	—	—	(2)
Income before income taxes	9,889	8,246	9,483	15,286

Income tax expense (recovery)	463	2,137	(582)	4,627

Net income	9,426	6,109	10,065	10,659

Other comprehensive loss (income)
Item that may be reclassified subsequently to income:
Exchange loss (gain) on translation of foreign operations	743	91	(1,423)	(1,072)




Comprehensive income	8,683	6,018	11,488	11,731



Earnings per share - basic (Note 13)	0.38	0.21	0.38	0.36
Earnings per share - diluted (Note 13)	0.37	0.21	0.38	0.35

Weighted average number of common shares outstanding - basic (Note 13)	24,956,337	28,746,111	26,150,884	29,517,317
Weighted average number of common shares outstanding - diluted (Note 13)	25,624,604	29,460,738	26,701,428	30,200,616

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.


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 (Notes 11 and 12)	15,339	459	(147)	—	—	312
Share-based compensation (Note 12)	—	—	4,447	—	—	4,447
Share issuance under employee share purchase plan (Notes 11 and 12)	15,888	555	(88)	—	—	467
Release of restricted share units (Notes 11 and 12)	47,261	1,869	(1,869)	—	—	—
Release of shares in escrow related to business combination	8,728	330	(330)	—	—	—

Shares repurchased for cancellation (Note 11)	(1,617,036)	(12,669)	—	—	(34,381)	(47,050)
Change in share repurchase commitment under the automatic share purchase plan	—	—	—	—	18,528	18,528


Excess tax benefit on stock compensation	—	—	(959)	—	—	(959)
Comprehensive income	—	—	—	1,072	10,659	11,731
Balance, September 30, 2025	28,726,135	243,839	20,163	(8,203)	(210,562)	45,237

Balance, December 31, 2025	28,747,289	244,605	20,949	(7,427)	(184,036)	74,091
Exercise of stock options (Notes 11 and 12)	253,537	722	(167)	—	—	555
Share-based compensation (Note 12)	—	—	6,098	—	—	6,098
Share issuance under employee share purchase plan (Notes 11 and 12)	21,966	343	(65)	—	—	278
Release of restricted share units (Notes 11 and 12)	71,391	2,393	(2,393)	—	—	—

Shares repurchased for cancellation (Note 11)	(4,118,052)	(35,133)	—	—	(48,586)	(83,719)
Change in share repurchase commitment under the automatic share purchase plan (Note 11)	—	—	—	—	(13,801)	(13,801)
Excess tax benefit on stock compensation	—	—	(669)	—	—	(669)
Comprehensive income	—	—	—	1,423	10,065	11,488
Balance, September 30, 2026	24,976,131	212,930	23,753	(6,004)	(236,358)	(5,679)

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.


DOCEBO INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(expressed in thousands of United States dollars)


	Nine months ended September 30,
	2026	2025
	$	$
Cash flows from operating activities
Net income	10,065	10,659
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	6,520	2,388
Share-based compensation	6,098	4,447
Loss on disposal of assets	20	20
Unrealized foreign exchange loss	1,095	1,453
Income tax (recovery) expense	(582)	4,627
Finance costs (income), net	2,891	(1,388)
Changes in non-cash working capital items:
Trade and other receivables	2,810	834

Prepaids and deposits	2,647	(3,572)
Contract costs, net	(3,701)	(4,138)
Trade and other payables	(1,428)	674

Employee benefit obligations	(817)	(3)
Deferred revenue	2,424	5,044
Income taxes paid	(2,163)	(1,563)
Cash from operating activities	25,879	19,482

Cash flows used in investing activities
Purchase of property and equipment	(541)	(809)

Payments related to acquisition holdback	(2,936)	(859)
Acquisition of business, net of cash acquired	(57,728)	—
Cash used in investing activities	(61,205)	(1,668)

Cash flows used in financing activities
Payments received on net investment in finance lease	—	43
Repayment of lease obligations	(1,606)	(1,397)
Net interest (paid) received	(2,580)	1,502
Proceeds from exercise of stock options	555	312

Proceeds from share issuance under employee share purchase plan	278	467
Proceeds from borrowings	89,030	—

Shares repurchased for cancellation	(82,257)	(47,010)


Cash from (used in) financing activities	3,420	(46,083)

Net change in cash and cash equivalents during the period	(31,906)	(28,269)
Effect of foreign exchange on cash and cash equivalents	357	1,858
Cash and cash equivalents, beginning of the period	74,037	92,540
Cash and cash equivalents, end of the period	42,488	66,129

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.


DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
September 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 September 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	—


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 November 5, 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.

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


DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
September 30, 2026
(expressed in thousands of US dollars, except share amounts)

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. The acquisition is accounted for as a business combination in accordance with IFRS 3 - Business Combinations.

Total purchase consideration of $60,814, 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 $3,800 (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 September 30, 2026 the Company recognized an adjustment to the initial fair value of the identified intangible assets and contingent consideration. 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 nine months ended September 30, 2026 amounting to $93 and $977, respectively, as compared to nil for the three and nine months ended September 30, 2025 were incurred in relation to the acquisition. These amounts have been expensed as incurred primarily within general and administrative expenses.

As at September 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:


DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
September 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			15,900
Technology			5,550
Trade name and trademarks			2,150
Goodwill			36,933

Total assets			67,306

Liabilities
Current liabilities:
Trade and other payables			2,458
Deferred revenue			3,599
Lease obligations			201
			6,258
Non-current liabilities:


Deferred tax liability			234
Total liabilities			6,492
Fair value of net assets acquired			60,814


Paid in cash			54,326
Working capital adjustment			(48)
Holdback payable			2,736
Contingent consideration			3,800
Total purchase consideration			60,814

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 their 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 their estimated useful life of 6 years.

Since the date of acquisition, 365Talents has generated revenue of $5,305 and a net loss of $5,409 for the nine months ended September 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.


DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
September 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 and recognized as an operating expense.

Transaction costs relating to due diligence fees, legal costs, accounting fees, advisory fees and other professional fees for the three and nine months ended September 30, 2026 amounting to $251 and $746, respectively, as compared to nil for the three and nine months ended September 30, 2025 were incurred in relation to the acquisition. These amounts have been expensed as incurred primarily within general and administrative expenses.


DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
September 30, 2026
(expressed in thousands of US dollars, except share amounts)


			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, Zive has generated revenue of $135 and a net loss of $476 for the nine months ended September 30, 2026. Had the acquisition been completed on January 1, 2026 the pro forma results would have resulted in revenues of $300 and a net loss of $1,231 for the nine months ended September 30, 2026.


DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
September 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 September 30, 2026 and December 31, 2025 include the following:


	2026	2025
	$	$
Trade receivables	44,542	45,467
Accrued revenues	8,591	5,118
Tax credits receivable	2,928	4,316
Interest receivable	—	39
Other receivables	192	269
	56,253	55,209

Included in trade receivables is a provision for expected credit losses of $1,031 as at September 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
															$
Costs




Balance – December 31, 2025															7,177
Additions															4,776
Additions through acquisitions															223
Modifications to and disposals of lease contracts															(2,877)
Effects of foreign exchange															(650)
Balance – September 30, 2026															8,649

Accumulated amortization




Balance – December 31, 2025															4,790
Amortization															1,465
Modifications to and disposals of lease contracts															(2,253)
Effects of foreign exchange															(505)
Balance – September 30, 2026															3,497

Carrying value
Net balance – December 31, 2025															2,387
Net balance – September 30, 2026															5,152


DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
September 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						4,773
Additions through acquisitions						201
Disposals						(630)
Interest accretion						214
Lease repayments						(1,606)
Effects of foreign exchange						(190)
Balance – September 30						5,322

Current						1,837
Non-current						3,485
						5,322

Expenses incurred for the three and nine months ended September 30, 2026 relating to short-term leases and leases of low-value assets were $10 and $31, respectively (2025 - $6 and $33).


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	475	66	—	541

Dispositions	(152)	—	—	(152)
Effects of foreign exchange	(109)	(41)	(33)	(183)
Balance – September 30, 2026	5,129	1,768	757	7,654

Accumulated depreciation




Balance – December 31, 2025	3,755	1,500	148	5,403
Depreciation	474	44	45	563
Dispositions	(126)	—	—	(126)
Effects of foreign exchange	(103)	(38)	(10)	(151)
Balance – September 30, 2026	4,000	1,506	183	5,689

Carrying value
Balance – December 31, 2025	1,160	243	642	2,045
Balance – September 30, 2026	1,129	262	574	1,965


DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
September 30, 2026
(expressed in thousands of US dollars, except share amounts)


8			Intangible assets


	Acquired
	Customer relationships	Technology	Trademarks	Total
	$	$	$	$
Cost



Balance – December 31, 2025	1,467	2,382	47	3,896
Acquisitions through business combinations	15,900	8,441	2,150	26,491
Effects of foreign exchange	(420)	(183)	(53)	(656)
Balance – September 30, 2026	16,947	10,640	2,144	29,731

Accumulated amortization



Balance – December 31, 2025	1,263	1,557	47	2,867
Amortization	2,915	1,329	248	4,492
Effects of foreign exchange	(63)	(30)	(6)	(99)
Balance – September 30, 2026	4,115	2,856	289	7,260

Carrying value
Balance – December 31, 2025	204	825	—	1,029
Balance – September 30, 2026	12,832	7,784	1,855	22,471


9			Goodwill


			$



Balance – December 31, 2025			14,541
Additions			40,055
Effects of foreign exchange			(1,075)
Balance – September 30, 2026			53,521


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


DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
September 30, 2026
(expressed in thousands of US dollars, except share amounts)

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.

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 September 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 nine months ended September 30, 2026 and 2025 is comprised of:


	Three months ended September 30,		Nine months ended September 30,
	2026	2025	2026	2025
	$	$	$	$

Interest on acquisition-related consideration	—	—	—	16
Interest on lease obligations	72	45	214	86
Commitment costs on amended facility	59	58	97	58
Interest income	(8)	(302)	(267)	(1,549)

Interest on borrowings	1,274	1	2,847	1
	1,397	(198)	2,891	(1,388)


DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
September 30, 2026
(expressed in thousands of US dollars, except share amounts)


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	253,537	722
Issuance of common shares under employee share purchase plan	21,966	343
Release of restricted share units	71,391	2,393

Purchase of common shares held for cancellation (i)	(4,118,052)	(35,133)

Balance – September 30, 2026	24,976,131	212,930

(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 the 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 nine months ended September 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 September 30, 2026 the value of the ASPP liability was $13,639 (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 transaction costs of $558 related to the SIB.

On September 11, 2026, the Company completed a second substantial issuer bid under which the Company repurchased 99,332 common shares for cancellation at a price of $25.00 per common share for total cash consideration of $2,483, and incurred transaction costs of $408 related to the second SIB.


DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
September 30, 2026
(expressed in thousands of US dollars, except share amounts)


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 nine months ended September 30:


	Three months ended September 30,		Nine months ended September 30,
	2026	2025	2026	2025
	$	$	$	$
Stock options	422	795	1,413	1,748
DSUs	235	288	810	771
RSUs	1,546	821	3,518	1,864
PSUs	138	—	312	—
ESPP	17	21	45	64
	2,358	1,925	6,098	4,447

The following table presents share-based compensation expense by function for the three and nine months ended September 30:


	Three months ended September 30,		Nine months ended September 30,
	2026	2025	2026	2025
	$	$	$	$
Cost of revenue	158	130	402	294
General and administrative	1,239	1,255	3,185	2,850
Sales and marketing	653	203	1,650	357
Research and development	308	337	861	946
	2,358	1,925	6,098	4,447

The changes in the number of stock options during the nine months ended September 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	—	—	377,412	43.30
Options forfeited	(58,436)	49.01	(116,306)	54.29
Options exercised	(253,537)	2.58	(15,339)	27.83
Options expired	(26,122)	55.75	(26,700)	57.28

Options outstanding – September 30	681,835	43.23	1,046,709	34.68
Options exercisable – September 30	422,584	42.35	542,483	23.02


DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
September 30, 2026
(expressed in thousands of US dollars, except share amounts)

There were no options granted during the nine months ended September 30, 2026; the weighted average fair value of share options granted during the nine months ended September 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	$	—		$	43.30
Weighted average exercise price	$	—		$	43.30
Risk-free interest rate	—		%	2.73		%
Expected life in years	nil			4.5
Expected dividend yield	—		%	—		%
Volatility	—		%	52		%
Weighted average fair value of options issued	$	—		$	19.64

The following table is a summary of the Company’s stock options outstanding as at September 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	5,000	0.23	0.0001 - 1.09	5,000

8.86 - 11.06	18,500	4.47	8.86 - 11.06	18,500
15.79 - 16.00	61,241	2.74	15.79 - 16.00	61,241
26.43 - 60.00	555,009	3.28	26.43 - 60.00	309,936
60.01 - 95.12	42,085	2.82	60.01 - 95.12	27,907
	681,835	3.21		422,584

The following table is a summary of the Company’s stock options outstanding as at September 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	0.98	0.0001 - 1.09	234,120

8.86 - 11.06	18,500	5.47	8.86 - 11.06	18,500
15.79 - 16.00	87,401	3.95	15.79 - 16.00	87,401
26.43 - 60.00	644,276	4.30	26.43 - 60.00	175,684
60.01 - 95.12	62,412	3.42	60.01 - 95.12	26,778
	1,046,709	3.50		542,483

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)			56,891


DSUs - September 30, 2026			230,483


DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
September 30, 2026
(expressed in thousands of US dollars, except share amounts)

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$32.36 per unit)			796,776
Released (at C$37.04 - $77.37 per unit)			(71,391)
Forfeited (at C$24.35 - $77.37 per unit)			(41,339)
RSUs - September 30, 2026			902,352

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 - September 30, 2026			59,210


13			Earnings per share

Basic and diluted net income per share for the three and nine months ended September 30 are calculated as follows:


	Three months ended September 30,				Nine months ended September 30,
	2026		2025		2026		2025

Net income attributable to common shareholders	$	9,426	$	6,109	$	10,065	$	10,659

Basic weighted average number of common shares outstanding	24,956,337		28,746,111		26,150,884		29,517,317
Stock options	118,246		296,983		209,231		305,592
DSUs	228,687		167,958		197,216		151,384
PSUs	20,906		—		8,595		—
RSUs	300,428		249,686		135,502		226,323
Diluted weighted average number of common shares outstanding	25,624,604		29,460,738		26,701,428		30,200,616

Basic earnings per common share	$	0.38	$	0.21	$	0.38	$	0.36
Diluted earnings per common share	$	0.37	$	0.21	$	0.38	$	0.35

For the three and nine months ended September 30, 2026, there were nil stock options (three and nine months ended September 30, 2025 - 16,126 and 26,898 stock options, respectively) that were not taken into account in the calculation of diluted earnings per share because their effect was anti-dilutive.


DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
September 30, 2026
(expressed in thousands of US dollars, except share amounts)


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.

The following table presents a disaggregation of revenue for the three and nine months ended September 30:


	Three months ended September 30,		Nine months ended September 30,
	2026	2025	2026	2025
	$	$	$	$
Subscription revenue	65,247	58,046	189,731	169,295
Professional services	5,086	3,576	14,872	10,355
	70,333	61,622	204,603	179,650


15			Cost of revenue

The following table represents cost of revenue for the three and nine months ended September 30:


	Three months ended September 30,		Nine months ended September 30,
	2026	2025	2026	2025
	$	$	$	$
Employee salaries and benefits	5,075	4,901	16,291	14,951
Web hosting fees	2,375	2,096	6,569	5,812
Third-party service fees	6,610	4,821	18,818	13,427
Other	515	314	1,366	921
	14,575	12,132	43,044	35,111


16			Employee compensation

The total employee compensation comprising salaries and benefits, inclusive of tax credits, and excluding share-based compensation, for the three and nine months ended September 30, 2026 was $32,966 and $107,042, respectively (2025 - $31,839 and $97,093).

Employee compensation costs were included in the following expenses for the three and nine months ended September 30, 2026 and 2025 as follows:


	Three months ended September 30,		Nine months ended September 30,
	2026	2025	2026	2025
	$	$	$	$
Cost of revenue	5,075	4,901	16,291	14,951
General and administrative	4,557	4,677	15,379	13,759
Sales and marketing	15,283	13,823	45,425	42,548
Research and development	8,051	8,438	29,947	25,835
	32,966	31,839	107,042	97,093

For the nine months ended September 30, 2026, the Company incurred a total of $6,457 of employee severance related costs associated with a reduction in workforce. This resulted in additional employee compensation costs of


DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
September 30, 2026
(expressed in thousands of US dollars, except share amounts)

$853 in cost of revenue, $1,669 in general and administrative, $737 in sales and marketing, and $3,198 in research and development.


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 nine months ended September 30, 2026 and 2025 is as follows:


	Three months ended September 30,		Nine months ended September 30,
	2026	2025	2026	2025
	$	$	$	$
Salaries and benefits	1,038	1,165	2,996	3,603
Share-based compensation	1,150	962	3,518	2,049
	2,188	2,127	6,514	5,652


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, income taxes receivable, 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 $3,800 as at the date of acquisition. During the three and nine months ended September 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.


DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
September 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 nine months ended September 30, 2026 and 2025.


	Three months ended September 30,		Nine months ended September 30,
	2026	2025	2026	2025
	$	$	$	$
North America
Canada	3,784	3,352	10,644	9,880
United States	46,579	41,760	136,165	124,054
Rest of World	19,970	16,510	57,794	45,716
	70,333	61,622	204,603	179,650


20			Subsequent events

Special dividend

On November 6, 2026, the Company declared a one-time cash dividend of approximately $60.0 million, representing $2.42 per common share. The dividend will be paid in U.S. dollars on November 30, 2026, to shareholders of record at the close of business on November 16, 2026.