Early Warning Report Regarding Agreement to Dispose of Common Shares by Warburg Pincus in Docebo Inc.

On November 28, 2025, Warburg Pincus LLC announced a significant transaction involving Docebo Inc. (NASDAQ: DCBO; TSX: DCBO), reporting that its investment vehicle, WPGG 14 Investment Ltd. IV, has entered into a definitive agreement with Intercap Equity Inc. Under this agreement, Warburg Pincus will sell all its holdings of 3,630,715 common shares of Docebo, which constitutes approximately 12.63% of the company's outstanding shares.

The transaction is valued at approximately US$68.15 million (C$95.81 million), equating to a sale price of US$18.77 (C$26.39) per common share. The closing of the transaction is anticipated to be completed on or around February 27, 2026, pending certain closing conditions. Following the transaction, Warburg will divest entirely from its ownership in Docebo.

Warburg’s decision to sell reflects its evaluation of market conditions and its perspective on Docebo’s future prospects. The firm indicated that it may, in the future, reconsider its position by either acquiring more shares or disposing of shares based on evolving market circumstances.

This announcement was made in compliance with National Instrument 62-103, which governs the early warning reporting requirements for significant transactions in Canada. Further details about the transaction and the early warning report will be available on SEDAR+, accessible through Docebo's issuer profile.

In essence, this sale marks a significant shift in Warburg Pincus's investment strategy concerning Docebo, highlighting the dynamics of the tech sector and investor sentiment in the face of changing market conditions.

The recent Early Warning Report from Warburg Pincus regarding the disposal of its entire stake in Docebo Inc. presents a pivotal moment for investors and market analysts alike. Warburg's transaction to sell 3,630,715 common shares—approximately 12.63% of Docebo’s outstanding shares for a total of about US$68 million—could signal a significant shift in market sentiment.

Firstly, it's essential to note that Warburg is divesting its entire position in Docebo, which may evoke concerns regarding the company's future prospects. With the shares sold at a definitive price of US$18.77 (or C$26.39), this may suggest that Warburg evaluated this as an optimal exit point, possibly due to perceived challenges or a belief that the share price has peaked. Thus, investors should scrutinize Docebo's current operational metrics, market position, and competitive landscape to assess the potential impact of this divestiture on future performance.

Moreover, this announcement might provoke additional selling pressure in the short term as other investors could follow Warburg's lead or react to the perceived lack of confidence from a significant institutional holder. It will be crucial to monitor trading volumes and sentiment in the days leading up to the anticipated closing of the transaction on February 27, 2026.

However, depending on subsequent market conditions and Docebo’s operational developments, the sale may also present a buying opportunity for long-term investors. Should Docebo demonstrate strong fundamentals or execute a strategy that aligns with growth objectives, the current lower entry point could prove advantageous.

In summary, while Warburg's decision to exit Docebo might reflect caution, discerning investors should leverage this context to conduct a thorough evaluation of the company and derive strategic insights for their portfolios.