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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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X0202 SCHEDULE 13D/A 0001643560-26-000006 0001643560 XXXXXXXX LIVE 2 Common Shares, no par value 07/17/2026 false 0001829959 25609L105 DOCEBO INC. 366 Adelaide St. West Suite 701 Toronto A6 M5V 1R7 Jason Chapnik 416-477-3490 261 Davenport Road Suite 200 Toronto A6 M5R 1K3 0001643560 N Jason Chapnik SC AF N Z4 40437.00 15913352.00 40437.00 15913352.00 15953788.00 N 64.0 IN Y Intercap Inc. BK WC N Z4 0.00 15913352.00 0.00 15913352.00 15913352.00 N 63.9 CO Common Shares, no par value DOCEBO INC. 366 Adelaide St. West Suite 701 Toronto A6 M5V 1R7 This Amendment No. 2 (this "Amendment No. 2" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on February 17, 2026 and amended on March 12, 2026 (as amended, the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 2 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged. Item 4 of the Statement is hereby amended and supplemented as follows: On July 17, 2026, the Issuer announced that its board of directors has approved a substantial issuer bid (the "Offer") under which the Company will offer to repurchase for cancellation up to US$70,000,000 of its outstanding Common Shares at a price of US$20.40 per Common Share. Intercap has informed the Company that it intends to participate in the Offer in a manner consistent with maintaining at least its current level of ownership on a percent of outstanding Common Shares basis. However, Intercap's decision to participate in the Offer is subject to market conditions and other factors and Intercap reserves the right to change its intentions at any time. Intercap's percentage ownership interest in the Company may increase as a result of the Offer. Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D/A set forth the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon approximately 24,898,022 Common Shares outstanding as of July 17, 2026 as reported by the Issuer to the Reporting Persons. In addition, the percentage set forth in row 13 of Mr. Chapnik's beneficial ownership includes 40,437 Common Shares issuable upon conversion of his vested deferred share units of the Issuer, as calculated in accordance with Rule 13d-3(d)(1)(i). Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of Common Shares as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference. Except for 2,019 deferred share units of the Issuer granted to Mr. Chapnik on July 2, 2026 in lieu of his quarterly cash retainer for his role on the Board, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by any of the Reporting Persons. Not applicable. Jason Chapnik /s/ Jason Chapnik Jason Chapnik 07/20/2026 Intercap Inc. /s/ Jason Chapnik By Jason Chapnik, Chairman, Chief Executive Officer, President and Secretary 07/20/2026