Docebo Inc. (DCBO) Canadian Odd Lot Tender

The following is for informational purposes only and not meant to be investment, legal, or tax advice. Please consult a CPA or an investment professional.

Current Price: $20.38 (As of July 17, 2026 close),

Tender Range/Price: $20.40 US, UPDATE $25.00 (Offer extended and price upped)

Tender Date: August 26, 2026 September 8, 2026

Odd lot provision: Yes

Tender offer size: $70m US

Tender Offer Announcement

Tender Offer to Purchase

Extension and Price Increase

Odd lot tenders & Canadian Shares:

Read my Guide to Odd Lot Tenders before attempting this or any other similar trades. See an excerpt from the guide that addresses Canadian tender offers also called substantial issuer bids.

“Canadian tender offers have unique tax considerations. Canada considers the difference between paid up capital and the tender clearing price a “deemed dividend” that requires brokers to withhold a 25% tax from US citizens with taxable brokerage accounts. In theory you can receive back the tax as a foreign tax credit, but it can complicate your tax return. US Individual Retirement Accounts  (IRAs) are supposed to be exempt from withholding based on tax treaties between the two countries, but allegedly many brokers in practice continue to withhold the tax and getting the tax refunded from the broker is a nightmare. Interactive Brokers is one notable exception to this rule. In my experience if you purchase Canadian shares on Canadian exchanges in Canadian dollars and tender in an IRA, Interactive Brokers will generally not withhold tax from the tender proceeds. However, I have heard that if you buy a US ADR of a Canadian company that is cleared in the US that they still may withhold the tax. I have not attempted the latter, but can confirm that I have received full proceeds from Canadian tender offers that were purchased in Canadian dollars on Canadian exchanges in Canadian dollars in an IRA held at Interactive Brokers.”

For this tender offer the paid-up capital is $10.97 CAD per share.

The trade:

Buy 99 shares of DCBO and tender at $20.40 US. Your profit is the difference between your purchase price and $20.40 US. As of this writing the shares traded at $20.38 so you will have to wait until the price has fallen to generate a profit on the trade.

Unique considerations:

See “Odd lot tenders and Canadian shares” above.

Repurchase history:

Docebo completed two other recent substantial issuer bids on December 28, 2023 and March 10, 2026. In both cases there were ample opportunities to buy at below the tender price with the price dipping to more than $11 below the tender price in 2023 and $4 in 2026.

Risks:

Outside of the tax implications listed above, this is generally a low-risk tender offer. The company has completed several past tender offers, is EBITDA positive, has substantial cash holdings, a credit line with ample room it is tapping to fund the offer, and a controlling shareholder (who is also chairman of the board) that has an interest in pursuing the tender offer which increases its ownership percentage in the company.

The tender has “certain conditions of the offer” present in section 7 of the Tender Offer Statement that would allow the company to terminate the tender offer. The majority of the conditions are fairly standard , however there is a condition that will allow the company to terminate the tender if there is “a decrease in excess of 10% of the market price of the Common Shares on the TSX or Nasdaq measured from the close of business on July 16, 2026”. The close on July 16, 2026 was $18.54 USD. Even if this were to occur the company would still likely tender, but if the stock market crashed and Docebo stock fell significantly, it is possible management could terminate the tender. On balance, I think the tender is likely to occur. I am waiting for a lower entry point so I make at least a few hundred dollars on the tender.