Acquisition will create a unique, AI-powered intelligence layer connecting skills, learning, and workforce readiness

Docebo Inc. (NASDAQ:DCBO, TSX:DCBO), a leading AI-powered enterprise learning platform ("Docebo"), today announced it has acquired all of the issued and outstanding shares of privately held 365Talents, an AI-powered skills intelligence and workforce analytics company based in France ("365Talents") for the consideration described below (the "Transaction").

The Transaction is expected to strengthen Docebo's ability to help organizations identify, develop, and deploy skills at scale by embedding skills intelligence more directly into learning workflows. The Transaction advances Docebo's AI-powered workforce readiness approach by enabling the detection and automatic addressing of skill gaps through learning and talent actions tied directly to business needs.

"In today's economy, skills only matter if they can be used," said Alessio Artuffo, President and CEO of Docebo. "When skills sit on a shelf or live in static models, they quickly lose value. Most vendors help organizations collect and analyze skills, but very few help them act on them. At Docebo, we see skills as the input: learning, behavior change, and workforce outcomes are the real measure of success. By bringing 365Talents into Docebo, we're using AI agents to turn skills into a living capability that drives learning, career mobility, and workforce decisions in real time. The result is a more coherent, measurable way for enterprises to develop people and adapt as work continuously evolves."

365Talents brings deep expertise in AI-driven skills intelligence, applying autonomous agents and machine learning to continuously map, infer, and manage skills across the workforce. Its platform helps enterprises understand gaps and guide employees toward roles, projects, and development opportunities in a more dynamic way.

Individually, skills intelligence and learning platforms deliver value. Together, they create a multiplier effect. By combining Docebo's AI-powered learning platform with 365Talents' agent-based skills intelligence, the combined company is creating a new, AI-native way to manage skills, from detection to development to deployment.

Move from insight to action: Use skills intelligence to automatically trigger learning, mobility, and workforce actions as needs change.

Close the loop between learning and outcomes: Continuously connect skills data, learning activity, and workforce signals so progress is measured by real capability and application, not just course completion or reporting.

Build AI-powered learning on skills: Use AI agents to identify and address skill gaps, create personalized learning, and adapt content in real time based on proven capability needs, not clicks or completions.

"When we started 365Talents, our goal was to help organizations make skills visible and usable," said Loïc Michel, Chief Executive Officer of 365Talents. "Joining Docebo allows us to connect skills and talent intelligence directly to learning at enterprise scale. Together, we're building a platform that focuses on enterprise market customers, like Veolia, Crédit Agricole, and Société Générale, and allows them to understand what skills they have, develop the ones they need next, and adapt as work continues to change."

Docebo intends to maintain the 365Talents brand, while progressively integrating the two platforms to create a seamless product experience that is unique in the industry. Both companies will continue to support customers as usual, and the 365Talents leadership team will continue to lead the business.

Under terms of the agreement

The consideration paid by Docebo pursuant to the definitive agreement entered into among the shareholders of 365Talents and Docebo is approximately USD$54.6 million in cash consideration, funded through a combination of cash on hand and borrowings under the Company's existing credit facility.

Docebo also agreed to pay up to USD$5.1 million in additional earn-out cash consideration, contingent upon the achievement of certain financial milestones.

Docebo expects 365Talent to generate approximately USD$9 million in revenue from the period following closing of the Transaction until December 31, 2026.

About Docebo

Docebo is a leading enterprise learning platform that helps organizations grow their people through learning, skills development, and performance intelligence. Used by thousands of organizations worldwide, Docebo supports internal, external, and extended enterprise learning with a flexible, AI-powered platform.

About 365Talents

Founded in France, 365Talents is an AI-based skills and talent intelligence platform that helps organizations identify, develop, and mobilize skills across their workforce.

Forward-Looking Information

This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities laws.

In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects", "is expected", "an opportunity exists", "budget", "scheduled", "estimates", "outlook", "forecasts", "projection", "prospects", "strategy", "intends", "anticipates", "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or, "will", "occur" or "be achieved", and similar words or the negative of these terms and similar terminology. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events or circumstances.

This forward-looking information in this press release includes, but is not limited to, statements regarding the Company's business; future financial position and business strategy of Docebo and 365Talents; the learning management industry; our growth strategies and the growth of Docebo and 365Talents; addressable markets for our solutions; expectations regarding the impact the Transaction will have on 365Talents' and Docebo's platform, business and financial results (including revenue) for fiscal year ended 2026 and otherwise, including in respect of skills intelligence; our business plans and strategies; Docebo's use of AI; and our competitive position in our industry. This forward-looking information is based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Certain assumptions include: our ability to build our market share and enter new markets and industry verticals; our ability to attract and retain key personnel; the successful integration of the 365Talents platform and its management team and employee base into the existing Docebo business; maintenance of 365Talents' customer base and continued growth following the Transaction; our ability to execute on our expansion plans; our ability to continue investing in infrastructure to support our growth; our ability to obtain and maintain existing financing on acceptable terms; our ability to execute on profitability initiatives; our ability to maintain the authorization required for use of our platform across the public sector; currency exchange and interest rates; the impact of inflation and global macroeconomic conditions; the impact of competition; our ability to respond to the changes and trends in our industry or the global economy; and the changes in laws, rules, regulations, and global standards are material factors made in preparing forward-looking information and management's expectations.

Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that, while considered by the Company to be appropriate and reasonable as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to:

the Company's ability to execute its growth strategies;

the impact of changing conditions in the global corporate e-learning market;

increasing competition in the global corporate e-learning market in which the Company operates;

fluctuations in currency exchange rates and volatility in financial markets;

changes in the attitudes, financial condition and demand of our target market;

the Company's ability to operate its business and effectively manage its growth under evolving macroeconomic conditions, such as high inflation and recessionary environments;

developments and changes in applicable laws and regulations;

fluctuations in the length and complexity of the sales cycle for our platform, especially for sales to larger enterprises;

issues in the use of AI in our platform and potential resulting reputational harm or liability; and

such other factors discussed in greater detail under the "Risk Factors" section of our Annual Information Form dated February 27, 2025 ("AIF"), which is available under our profile on SEDAR+ at www.sedarplus.ca.

Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Accordingly, you should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this press release represents our expectations as of the date specified herein, and are subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.

Additional information relating to Docebo, including our AIF, can be found on SEDAR+ at www.sedarplus.ca.

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Mike McCarthy

Vice President - Investor Relations

mike.mccarthy@docebo.com

+1.214.830.0641