What changed in this filing

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Item 9A. Controls and Procedures

2026-02-11 compared with 2025-02-11 · 343 added, 366 removed, 1038 unchanged (41% of the section changed)

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Evaluation of disclosure controls and procedures:

Management of the Company, under the supervision of the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining disclosure controls and procedures (as defined by the SEC) in Rule 13a-15(e) under the Exchange Act for the Company to ensure that material information relating to the Company, including its consolidated subsidiaries, that is required to be made known to the Chief Executive Officer and Chief Financial Officer by others within the Company and disclosed by the Company in reports filed or submitted by it under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms;

and (ii) accumulated and communicated to the Company's management,

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including its Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Management of the Company, under the supervision of the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining

disclosure controls and procedures (as defined by the SEC in Rule 13a-15(e) under the Exchange Act) for the Company to ensure that material information relating to the Company, including its consolidated subsidiaries, that is required to be made known to the Chief Executive Officer and Chief Financial Officer by others within the Company and disclosed by the Company in reports filed or submitted by it under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms;

and (ii) accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Management, including the Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company's disclosure controls and procedures as of December 31, 2025 and have concluded that the Company's disclosure controls and procedures were effective as of December 31, 2025.

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Based on this assessment, management, including the Chief Executive Officer and Chief Financial Officer, have determined that the Company's internal control over financial reporting was effective as of December 31, 2025.

Additionally, based on management's assessment, management determined that there were no material weaknesses in the Company's internal control over financial reporting as of December 31, 2024.

The effectiveness of management's internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Item 15 of this Annual Report on Form 10-K.

The effectiveness of the Company's internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Item 15 of this Annual Report on Form 10-K.

Changes in internal control over financial reporting:

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a15(f)) identified in connection with the evaluation required by Exchange Act Rules 13a-15(d) or 15d-15(d) that occurred during our most recently completed fiscal year and fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a15(f)) identified in connection with the evaluation required by Exchange Act Rules 13a-15(d) or 15d-15(d) that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

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During the three months ended December 31, 2025, the Company's directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) listed below adopted , modified or terminated trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

On November 13, 2024 , Harley Finkelstein , the Company’s President, entered into a trading plan that provides for the potential sale of up to 573,865 shares of the Company’s Class A Subordinate Voting Shares.

The plan will terminate on December 31, 2025 , subject to early termination for certain specified events set forth in the plan.

On November 27, 2024 , Robert Ashe , a member of the Company’s board of directors, entered into a trading plan that provides for the potential sale of up to 100,000 shares of the Company’s Class A Subordinate Voting Shares.

The plan will terminate on December 31, 2025 , subject to early termination for certain specified events set forth in the plan.

On November 14, 2025 , Harley Finkelstein , the Company's President , entered into a trading plan that provides for the sale of up to 288,265 shares of the Company's Class A subordinate voting shares.

The plan will terminate on December 31, 2026 , subject to early termination for certain specific events set forth in the plan.

On December 8, 2025 , Tobias Lütke , the Company's Chief Executive Officer , concurrently entered into a trading plan that provides for the sale of the Company's Class A subordinate voting shares that are held directly by Mr.

Lütke, and a separate trading plan that provides for the sale of the Company's Class A subordinate voting shares held by Mr.

Lütke through two holding entities controlled by Mr.

Lütke (each, an "Integrated Plan" and collectively, the "Integrated Plans").

The Integrated Plans provide for the sale of up to 1,987,032 Class A subordinate voting shares in the aggregate across both Integrated Plans and will terminate on December 31, 2026 , subject to early termination for certain specified events as set forth in such plans.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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Directors, Executive Officers and Corporate Governance

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Code of Ethics, Governance Guidelines and Committee Charters

We have adopted a Code of Conduct that applies to all Shopify employee and directors.

We have adopted a Code of Conduct that applies to all Shopify employees and directors.

The Code of Conduct is posted on our website at https://shopifyinvestors.com/Governance/Governance-Documents.

We will post any amendments to or waivers of the Code of Conduct at that location.

We have also adopted a Board Charter , Audit Committee Charter, Compensation and Talent Management Committee Charter , and Nominating and Corporate Governance Committee Charter for the Board of Directors and for each of our Audit Committee.

Each of these documents is available on our website https://shopifyinvestors.com/Governance/Governance-Documents.

We have also adopted a Board Charter, Audit Committee Charter, Compensation and Talent Management Committee Charter, and Nominating and Corporate Governance Committee Charter for the Board of Directors and for each of its committees.

Each of these documents is available on our website at https://shopifyinvestors.com/Governance/Governance-Documents.

Insider Trading Policies and Procedures

The Company has insider trading policies and procedures (the "Insider Trading Policy") that govern the purchase, sale and other dispositions of its securities by directors, officers, employees and contractors.

as well as by the Company itself.

We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

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The information required by this Item will be disclosed in our Form 10-K/A, which will be filed no later than 120 days after December 31, 2025.

This information will also be disclosed, as applicable, in the management information circular that we prepare in accordance with Canadian corporate and securities law requirements.

This information will also be disclosed in the management information circular that we prepare in accordance with Canadian corporate and securities law requirements.

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item will be disclosed in our Form 10-K/A, which will be filed no later than 120 days after December 31, 2025.

This information will also be disclosed, as applicable, in the management information circular that we prepare in accordance with Canadian corporate and securities law requirements.

This information will also be disclosed in the management information circular that we prepare in accordance with Canadian corporate and securities law requirements.

Principal Accountant Fees and Services

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This information will also be disclosed in the management information circular that we prepare in accordance with Canadian corporate and securities law requirements.

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Exhibit and Financial Statement Schedules

The following documents are filed as part of this report:

(a) The following documents are filed as part of this report:

Consolidated Financial Statements

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Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Income (Loss)

Consolidated Statements of Operations and Comprehensive Income

Consolidated Statements of Changes in Shareholders' Equity

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Index to Exhibits

The information required by this item is set forth in the Index to Exhibits that precedes the signature page of this Annual Report.

(b) The information required by this item is set forth in the Index to Exhibits that precedes the signature page of this Annual Report.

Form 10-K Summary

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We have audited the accompanying consolidated balance sheets of Shopify Inc.

and its subsidiaries (the Company) as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive income (loss), of changes in shareholders’ equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the consolidated financial statements).

and its subsidiaries (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income, of changes in shareholders’ equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control ‒ Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally

accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Revenue reported on a gross basis makes up a significant portion of total revenues of $11,556 million.

The principal considerations for our determination that performing procedures relating to Revenue Recognition – Principal versus Agent Considerations is a critical audit matter are (i) that there was significant judgment applied by management, in some instances, in assessing whether the Company (a) was primarily responsible for the fulfillment of the promised service, (b) had control of the promised service before it was transferred to the customer, and (c) had full discretion in establishing the price for the promised service;

The principal considerations for our determination that performing procedures relating to Revenue Recognition – Principal versus Agent Considerations is a critical audit matter are (i) that there was significant judgment applied by management, in some instances, in assessing whether the Company (a) was primarily responsible for the fulfillment of the specified service, (b) had control of the specified service before it was transferred to the customer, and (c) had full discretion in establishing the price for the specified service;

and (ii) a high degree of auditor judgment, subjectivity and effort in performing audit procedures and evaluating the results of those procedures.

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These procedures included testing the effectiveness of controls relating to management’s determination as to whether the Company had promised to provide the service as principal or as an agent.

These procedures also included, among others, testing the reasonableness of management’s determination as to whether the Company had promised to provide the service as principal or as an agent, which included assessing whether the Company was primarily responsible for the fulfillment of the promised service, had control of the promised service before it was transferred to the customer, and had full discretion in establishing the price for the promised service by considering the contractual terms with customers, on a sample basis, and agreements with service providers, where applicable, and considering whether these conclusions were consistent with evidence obtained in other areas of the audit.

specified service before it was transferred to the customer, and had full discretion in establishing the price for the specified service by considering the contractual terms with customers, on a sample basis, and agreements with service providers, where applicable, and considering whether these conclusions were consistent with evidence obtained in other areas of the audit.

/s/ PricewaterhouseCoopers LLP

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Consolidated Balance Sheets

( Expressed in US $ millions, except share amounts)

( In US $ millions, except share amounts)

December 31, 2025 December 31, 2024

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Operating lease liabilities 171 190

Convertible senior notes — 916

Deferred tax liabilities 55 73

Commitments and contingencies (Note 17)

Contingencies (Note 17)

Shareholders’ equity

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Additional paid-in capital 236 305

Accumulated other comprehensive (loss) income ( 10 ) 4

Accumulated surplus (deficit) 1,629 ( 390 )

Accumulated other comprehensive income (loss) 1 ( 10 )

Accumulated surplus 2,860 1,629

Total shareholders’ equity 13,473 11,558

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

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Expressed in US $ millions, except share and per share amounts)

Consolidated Statements of Operations and Comprehensive Income

(In US $ millions, except share and per share amounts)

December 31, 2025 December 31, 2024 December 31, 2023

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Income (loss) from operations 1,468 1,075 ( 1,418 )

Other income (expense), net

Other income, net

Interest income 331 308 241

Net realized gain (loss) on equity and other investments 33 3 ( 5 )

Net unrealized gain (loss) on equity and other investments 988 1,424 ( 2,998 )

Net unrealized (loss) gain on equity and other investments ( 186 ) 988 1,424

Net loss on equity method investment ( 40 ) ( 138 ) ( 58 )

Foreign exchange (loss) gain ( 8 ) 1 ( 2 )

Total other income (expense), net 1,153 1,603 ( 2,801 )

Realized loss on embedded derivative ( 123 ) — —

Foreign exchange gain (loss) 26 ( 8 ) 1

Total other income, net 41 1,153 1,603

Income before income taxes 1,509 2,228 185

(Provision for) recovery of income taxes ( 209 ) ( 53 ) 163

Net income (loss) 2,019 132 ( 3,460 )

Provision for income taxes ( 278 ) ( 209 ) ( 53 )

Net income 1,231 2,019 132

Net income per share attributable to shareholders:

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Diluted $ 0.94 $ 1.55 $ 0.10

Weighted average shares used to compute net income (loss) per share attributable to shareholders:

Weighted average shares used to compute net income per share attributable to shareholders:

Basic 1,298,955,860 1,289,812,124 1,281,554,559

Diluted 1,304,953,255 1,301,509,980 1,295,511,385

Other comprehensive (loss) income

Unrealized (loss) gain on cash flow hedges ( 19 ) 20 ( 10 )

Tax effect on unrealized (loss) gain on cash flow hedges 5 — —

Total other comprehensive (loss) income ( 14 ) 20 ( 10 )

Comprehensive income (loss) 2,005 152 ( 3,470 )

Other comprehensive income (loss)

Unrealized gain (loss) on cash flow hedges 15 ( 19 ) 20

Tax effect on unrealized gain (loss) on cash flow hedges ( 4 ) 5 —

Total other comprehensive income (loss) 11 ( 14 ) 20

Comprehensive income 1,242 2,005 152

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

Consolidated Statements of Changes in Shareholders’ Equity

(Expressed in US $ millions, except share amounts)

(In US $ millions, except share amounts)

Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated (Deficit) Surplus Total

Shares Amount

As of December 31, 2022 1,275,128,567 8,747 30 ( 16 ) ( 522 ) 8,239

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Vesting of restricted share units 7,288,043 335 ( 335 ) — — —

Issuance of Founder share 1 — — — — —

Issuance of shares related to business acquisitions 238,468 10 ( 10 ) — — —

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Vesting of restricted share units 5,433,218 344 ( 348 ) — — ( 4 )

Issuance of shares related to business acquisitions 238,468 10 ( 10 ) — — —

Net income and comprehensive income for the year — — — 20 132 152

Net income and comprehensive loss for the year — — — ( 14 ) 2,019 2,005

As of December 31, 2024 1,294,580,140 9,634 305 ( 10 ) 1,629 11,558

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Vesting of restricted share units 4,332,463 376 ( 384 ) — — ( 8 )

Issuance of shares related to business acquisitions 252,257 24 ( 24 ) — — —

Net income and comprehensive income for the year — — — 11 1,231 1,242

As of December 31, 2025 1,303,904,301 10,376 236 1 2,860 13,473

(1) Share amounts as of December 31, 2021 have been retrospectively adjusted to reflect the share split ("Share Split") effected in June 2022.

See Note 19 for details.

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

Consolidated Statements of Cash Flows

(Expressed in US $ millions)

(In US $ millions)

December 31, 2025 December 31, 2024 December 31, 2023

Cash flows from operating activities

Net income (loss) for the year 2,019 132 ( 3,460 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net income for the year 1,231 2,019 132

Adjustments to reconcile net income to net cash provided by operating activities:

Amortization and depreciation 31 36 70

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Provision for transaction and loan losses 230 148 80

Deferred income tax expense (recovery) 78 ( 1 ) ( 187 )

Deferred income tax (recovery) expense ( 14 ) 78 ( 1 )

Revenue related to non-cash consideration ( 49 ) ( 94 ) ( 158 )

Impairment on sales of Shopify's logistics businesses — — 1,340

Net (gain) loss on equity and other investments ( 992 ) ( 1,419 ) 2,919

Net loss (gain) on equity and other investments 153 ( 992 ) ( 1,419 )

Net loss on equity method investment 40 138 58

Realized loss on embedded derivative 123 — —

Unrealized foreign exchange (gain) loss ( 57 ) 19 ( 6 )

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Proceeds from the exercise of stock options 232 61 60

Net cash provided by financing activities 61 60 18

Maturities of convertible senior notes ( 1,043 ) — —

Net cash (used in) provided by financing activities ( 811 ) 61 60

Effect of foreign exchange on cash, cash equivalents and restricted cash 15 ( 6 ) 4

Net (decrease) increase in cash, cash equivalents and restricted cash 85 ( 236 ) ( 854 )

Net increase (decrease) in cash, cash equivalents and restricted cash 47 85 ( 236 )

Cash, cash equivalents and restricted cash – beginning of year 1,498 1,413 1,649

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("Shopify" or the "Company") was incorporated on September 28, 2004.

Shopify is a leading global commerce company that provides essential internet infrastructure for commerce, offering trusted tools to start, scale, market and run a business of any size.

Shopify makes commerce better for everyone with a software platform and services that are engineered for simplicity and reliability, while delivering a better shopping experience for consumers everywhere.

The Company's software enables merchants to run their business across all of their sales channels, including web and mobile storefronts, physical retail locations, social media storefronts and marketplaces.

The Shopify platform provides merchants with a single view of their business across all of their sales channels and enables them to manage products and inventory, process orders and payments, fulfill and ship orders, build customer relationships, source products, leverage analytics and reporting and access financing, all from one integrated back office.

Shopify provides essential internet infrastructure for commerce.

Shopify's all-in-one platform makes it easier to start, run and grow a business, powering sales online, in store, and everywhere in between.

Shopify's mission is to make commerce better for everyone with a platform and services that are engineered for speed, customization, reliability and security, while delivering a better shopping experience for consumers everywhere.

The Company's platform enables merchants to manage, market and sell their products across various sales channels, including online storefronts, physical retail spaces, AI platforms, social media and more.

Shopify provides merchants with an integrated back-end system to streamline operations, from managing inventory and transaction management to building relationships with buyers.

With a robust and continuously updated infrastructure, Shopify's goal is to provide merchants with cutting-edge technology to thrive in a competitive market.

Basis of Presentation and Consolidation

These consolidated financial statements include the accounts of the Company and its directly and indirectly held wholly owned subsidiaries including, but not limited to:

Shopify LLC, Shopify Holdings (USA) 2 Inc., Shopify (USA) Inc., Shopify Strategic Holdings 3 LLC, incorporated in the state of Delaware in the United States;

Shopify LLC and Shopify Holdings (USA) 2 Inc., both incorporated in the state of Delaware in the United States;

Shopify International Limited, incorporated in Ireland;

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probabilities of achieving performance milestones associated with non-cash revenue consideration from strategic partnerships;

and the probability and amount of loss contingencies.

the probability and amount of loss contingencies;

and judgments involved in uncertain tax positions.

Revenue Recognition

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For services where the performance obligation is to process payments for the Company’s merchants, from such services as Shopify Payments, Transaction Fees and Shop Pay Installments, revenues are recognized at a point in time, at the time of the transaction.

The Company earns referral fees from third parties to whom it directs business pursuant to agreements with such partners.

The Company earns referral fees from partners to whom it directs business pursuant to agreements with such partners.

Related revenues can be recurring or non-recurring and are recognized once the arrangement between the partner and customer has been made or over the expected term of the contract.

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For lending services, including loans and merchant cash advances ("MCAs"), the performance obligations associated with these services is to arrange and provide funding to merchants.

Certain loans and MCAs are facilitated by the Company and originated by bank partners, from whom the Company

then purchases the loans and MCAs, obtaining all rights, title and interest or discount for a fixed fee or calculated as a percentage of the MCA's or loan's principal.

Certain loans and MCAs are facilitated by the Company and originated by bank partners, from whom the Company then purchases the loans and MCAs, obtaining all rights, title and interest or discount for a fixed fee or calculated as a percentage of the MCA's or loan's principal.

Revenues are presented as merchant solutions revenue net of any deferred origination fees, which are amortized over the contractual or expected term of the loan or MCA.

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For loans, using the merchant's contractual or expected repayment date, the Company calculates an effective interest rate based on the merchant's expected future payment volume to determine how much of a merchant's repayment to recognize as revenue and how much to apply against the merchant's receivable balance.

For some loans, the Company sells its full rights, title and interest to third-party investors.

For some loans, the Company may sell its full rights, title and interest to third-party investors.

We account for the asset transfer as a sale and derecognize the full amount the Company paid to its bank partner to originate the loan and record a gain on sale of the loans sold to the third-party investor as merchant solutions revenue upon transfer of title.

For MCA's, the Company applies a percentage of the remittances collected against the merchant's receivable balance, and a percentage, which is related to the discount, as merchant solutions revenue.

Logistic Services

Logistics Services

Logistics related revenue was recognized up until the second quarter of 2023, at which point the Company sold its logistics businesses, as further described in Note 4.

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Shop Cash cannot be redeemed for cash.

Rewards issued to buyers, to whom we have no performance obligation, are generally expensed as a cost of revenues, however depending on the policy the rewards were earned under, they may be expensed as sales and marketing.

Rewards issued to buyers, to whom we have no performance obligation, are generally expensed as a cost of revenues, however depending on the program policy the rewards were earned under, they may be expensed as sales and marketing.

The rewards are expensed when they are made available to the buyer at an estimated value based on the redemption value, less an estimate of Shop Cash rewards that are not expected to be redeemed ("breakage").

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The Company expenses costs in the preliminary stages of development and may capitalize direct and incremental costs through technological feasibility, in which capitalization ceases once the additional features and functionality are put into service.

Capitalized costs are recorded as part of intangible assets in the consolidated balance sheets and are amortized on a straight-line basis over their estimated useful lives of two or three years .

Advertising Costs

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The Company determines the fair value of stock option awards on the date of grant using assumptions regarding expected term, share price volatility over the expected term of the awards, risk-free interest rate and dividend rate.

All Class A subordinate voting shares issued in connection with options under the Company's Second Amended and Restated Stock Option Plan ("SOP") are from the Company's treasury pool.

The fair value of restricted share units ("RSU") is measured using the fair value of the Company's shares as if the RSUs were issued and vested on the grant date.

All Class A subordinate voting shares issued in connection with options under the Company's Third Amended and Restated Stock Option Plan ("SOP") are from the Company's treasury pool.

The fair value of restricted share units ("RSUs") is measured using the fair value of the Company's shares as if the RSUs were issued and vested on the grant date.

An estimate of forfeitures is applied when determining compensation expense.

All Class A subordinate voting shares issued in connection with awards under the Company's Second Amended and Restated Long Term Incentive Plan ("LTIP") are from the Company's treasury pool.

All Class A subordinate voting shares issued in connection with awards under the Company's Third Amended and Restated Long Term Incentive Plan ("LTIP") are from the Company's treasury pool.

Income tax expense includes domestic and foreign income taxes.

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Tax benefits related to tax positions not deemed to meet the “more-likely-than-not” threshold are not permitted to be recognized in the consolidated financial statements.

The Company's accounting policy is to recognize interest and penalties related to uncertain tax positions as a component of income tax expense.

Foreign Currency Translation and Transactions

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Revenues and expenses are measured using the actual exchange rates prevailing on the dates of the transactions.

Gains and losses resulting from re-measurement are recorded in the Company’s consolidated statement of operations and comprehensive income (loss) as "Foreign exchange (loss) gain", with the exception of foreign exchange forward contracts and options used for hedging which are re-measured in "Accumulated other comprehensive income (loss)" and the income (loss) is then reclassified into earnings to either cost of revenue or operating expenses in the same period, or periods, during which the hedged transaction affects earnings.

Gains and losses resulting from re-measurement are recorded in the Company’s consolidated statements of operations and comprehensive income as "Foreign exchange gain (loss)", with the exception of foreign exchange forward contracts and options used for hedging which are re-measured in "Accumulated other comprehensive income (loss)" and the income (loss) is then reclassified into earnings to either cost of

revenue or operating expenses in the same period, or periods, during which the hedged transaction affects earnings.

Cash and Cash Equivalents

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Impairments are considered other than temporary if they are related to deterioration in credit risk or if it is likely the Company would be required to sell the securities before the recovery of their remaining amortized cost basis.

Realized gains and losses determined to be other than temporary are determined based on the specific identification method and are reported in "Other income (expense), net" in the consolidated statement of operations and comprehensive income (loss).

Realized gains and losses determined to be other than temporary are determined based on the specific identification method and are reported in "Other income, net" in the consolidated statements of operations and comprehensive income.

Marketable debt securities with contractual maturity greater than one year are classified as "Long-term investments" in the consolidated balance sheets.

Fair Value Measurements

The carrying amounts for cash and cash equivalents, marketable securities, trade and other receivables, merchant cash advances receivable, loans, trade accounts payable and accruals and employee-related accruals approximate fair value due to the short-term maturities of these instruments.

The Company measures certain financial assets and liabilities at fair value based on applicable accounting guidance, using a fair value hierarchy.

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(i) equity and other investments with readily determinable fair values, (ii) equity and other investments without readily determinable fair values and (iii) equity and other investments under the equity method of accounting.

Equity and other investments in publicly traded companies with readily determinable fair values are carried at fair value at each balance sheet date and any movements in the fair value are classified as "Other income (expense), net" in the consolidated statement of operations and comprehensive income (loss).

Equity and other investments in publicly traded companies with readily determinable fair values are carried at fair value at each balance sheet date and any movements in the fair value are classified as "Other income, net" in the consolidated statements of operations and comprehensive income.

Equity and other investments in private companies without readily determinable fair values are carried at cost less impairments, with subsequent adjustments for observable changes (referred to as the measurement alternative).

Estimates and judgments are involved in applying the measurement

alternative associated with equity and other investments without readily determinable fair values by developing certain key assumptions, including revenue growth rates and revenue multiples based on market comparables.

Estimates and judgments are involved in applying the measurement alternative associated with equity and other investments without readily determinable fair values by developing certain key assumptions, including revenue growth rates and revenue multiples based on market comparables.

The Company also holds investments in convertible notes of private companies which are classified as available-for-sale debt securities, for which the Company has elected to account for under the fair value option.

The investments are carried at fair value at each balance sheet date and any movements in the fair values are classified as "Other income (expense), net" in the consolidated statement of operations and comprehensive income (loss).

The investments are carried at fair value at each balance sheet date and any movements in the fair values are classified as "Other income, net" in the consolidated statements of operations and comprehensive income.

The Company evaluates each investment to determine if the investment should be accounted for as an equity method investment based upon equity ownership, significant influence and ongoing involvement in the investee, including factors such as representation on the investee's board of directors.

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("Flexport") is an equity method investment.

The Company's share of income or loss in the investee, combined with the amortization of the basis difference, is presented as "Net loss on equity method investment" in the consolidated statement of operations and comprehensive income (loss).

Investment options to purchase additional shares of equity and other investments are classified as a derivative instrument at fair value using the Black-Scholes model.

These derivative instruments are not designated as hedges and presented within "Equity and other investments" in the consolidated balance sheets.

The Company assesses its equity and other investments in private companies and equity method investment for impairment through analyzing market conditions, business results and other qualitative measures that suggest that the carrying amount of the investment may be impaired, and the decline in value below the carrying amount is determined to be other than temporary.

The Company assesses its equity and other investments in private companies and equity method investment for impairment through analyzing market conditions, business results and other qualitative measures that indicate that the carrying amount of the investment may be impaired, and the decline in value below the carrying amount is determined to be other than temporary.

Derivatives and Hedging

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By their nature, derivative financial instruments involve risk, including the credit risk of non-performance by counterparties.

The Company may hold foreign exchange forward contracts and options to mitigate the risk of future foreign exchange rate volatility related to future British Pound Sterling ("GBP"), Euros, Canadian dollar ("CAD") and Australian dollar ("AUD") denominated costs and current and future obligations.

The Company may hold foreign exchange forward contracts and options to mitigate the risk of future foreign exchange rate volatility related to future Canadian dollar ("CAD"), British Pound Sterling ("GBP"), Euros ("EUR") and Australian dollar ("AUD") denominated costs and current and future obligations.

The Company's foreign currency forward contracts and options generally have maturities of 12 months or less.

The critical terms match method is used when the key terms of the hedging instrument and that of the hedged item are aligned;

therefore, the changes in fair value of the forward contracts and options are recorded in accumulated other comprehensive income ("AOCI").

therefore, the changes in fair value of the forward contracts and options are recorded in "Accumulated other comprehensive income (loss)" ("AOCI").

The effective portion of the gain or loss on each forward contract and option is reported as a component of AOCI and reclassified into earnings to either cost of revenue or operating expense in the same period, or periods, during which the hedged transaction affects earnings.

The ineffective portion of the gains or losses, if any, is recorded immediately in "Other income (expense), net".

The ineffective portion of the gains or losses, if any, is recorded immediately in "Other income, net" in the consolidated statements of operations and comprehensive income.

For hedges that do not qualify for the critical terms match method of accounting, a formal assessment is performed to verify that derivatives used in hedging transactions continue to be highly effective in offsetting the changes in fair value or cash flows of the hedged item.

8 unchanged sentences

Recoveries are reflected as a reduction in the allowance for credit losses related to loans and merchant cash advances when the recovery occurs.

These additions, charges and recoveries are classified within "Transaction and loan losses" on the consolidated statements of operations and comprehensive income (loss).

These additions, charges and recoveries are classified within "Transaction and loan losses" in the consolidated statements of operations and comprehensive income.

Provision for Transaction Losses Related to Shopify Payments, Shop Pay Installments and Shopify Balance

3 unchanged sentences

Additions to the provision are reflected in current operating results, while charges against the provision are made when losses are incurred.

These additions are classified within "Transaction and loan losses" on the consolidated statements of operations and comprehensive income (loss).

These additions are classified within "Transaction and loan losses" on the consolidated statements of operations and comprehensive income.

Loss Contingencies

4 unchanged sentences

(i) the damages sought are indeterminate;

(ii) the proceedings are in the relative early stages;

(ii) the proceedings are in the relatively early stages;

(iii) there is uncertainty as to the outcome of pending proceedings (including motions and appeals);

6 unchanged sentences

The Company accounts for operating leases by first determining if an arrangement is a lease, or contains a lease, at inception.

The operating lease right-of-use assets and operating lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.

The operating lease right-of-use assets and operating lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease

The Company's leases do not provide an implicit rate, therefore, the incremental borrowing rate based on the information available at commencement date was used to determine the present value of lease payments.

3 unchanged sentences

The carrying values of right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts of such assets may not be recoverable.

determination of whether any impairment exists includes a comparison of estimated undiscounted future cash flows anticipated to be generated over the remaining life of an asset or asset group to their net carrying value.

The determination of whether any impairment exists includes a comparison of estimated undiscounted future cash flows anticipated to be generated over the remaining life of an asset or asset group to their net carrying value.

If the estimated undiscounted future cash flows associated with the asset or asset group are less than the carrying value, an impairment loss will be recorded based on the estimated fair value.

4 unchanged sentences

Sublease payments received for variable lease costs will be recorded as income, as earned.

The Company recognizes sublease income as an offset to lease expense in the consolidated statements of operations and comprehensive (loss) income.

The Company recognizes sublease income as an offset to lease expense in the consolidated statements of operations and comprehensive income.

Property and Equipment

18 unchanged sentences

The qualitative assessment considers the following factors:

macroeconomic conditions,

industry and market considerations, cost factors, overall company financial performance, events affecting the reporting unit and changes in the Company’s fair value.

macroeconomic conditions, industry and market considerations, cost factors, overall company financial performance, events affecting the reporting unit and changes in the Company’s fair value.

If the reporting unit does not pass the qualitative assessment, the Company carries out a quantitative test for impairment of goodwill.

1 unchanged sentence

If the fair value of the reporting unit is greater than its carrying value, including goodwill, no impairment results.

If the fair value of the reporting unit is less than its carrying value, including goodwill, an impairment loss would be recognized in the consolidated statements of operations and comprehensive income (loss) in an amount equal to that difference, limited to the total amount of goodwill allocated to that reporting unit.

If the fair value of the reporting unit is less than its carrying value, including goodwill, an impairment loss would be recognized in the consolidated statements of operations and comprehensive income in an amount equal to that difference, limited to the total amount of goodwill allocated to that reporting unit.

The Company has an unconditional option to bypass the qualitative assessment for our reporting unit in any period and proceed directly to performing the quantitative goodwill impairment test.

4 unchanged sentences

The excess of the purchase price over the estimated fair value is recorded as goodwill.

Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments would be recorded in the consolidated statements of operations and comprehensive (loss) income.

Segment Information

1 unchanged sentence

The CODM is the highest level of management responsible for assessing Shopify’s overall performance, and making operational decisions such as resource allocations related to operations, product prioritization and delegations of authority.

The CODM has determined that the Company operates in a single operating and reportable segment and manages segment profit (loss) based upon consolidated net income (loss).

The CODM has determined that the Company operates in one single operating and reportable segment and manages segment profit (loss) based upon consolidated net income (loss).

The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets.

6 unchanged sentences

Trade and other receivables, loans receivable and merchant cash advances are monitored on an ongoing basis to ensure timely collection of amounts.

The Company has mitigated some of the risks associated with Shopify Capital by holding insurance policies with an AAA rated provider as of December 31, 2024.

The Company pays a monthly premium based on total eligible dollars advanced, and records this as "General and administrative" expense in the consolidated statements of operations and comprehensive income (loss).

All policies include a deductible set at either a specified dollar loss threshold or calculated as a percentage of eligible advances issued.

The receivable related to insurance recoveries, if any, is included in "Loans and merchant cash advances, net" in the consolidated balance sheets.

There are no receivables from individual merchants accounting for 10% or more of revenues or receivables.

1 unchanged sentence

The Company holds equity and other investments that are subject to a wide variety of market-related risks that could substantially reduce or increase the fair value of our holdings.

The Company's equity and

other investments in public companies are recorded at fair value, which is subject to market price volatility.

The Company's equity and other investments in public companies are recorded at fair value, which is subject to market price volatility.

The Company also holds an investment option to purchase Series B common shares in Klaviyo, Inc.

8 unchanged sentences

The Company’s trade and other receivables, accounts payable and accrued liabilities and lease liabilities do not bear interest.

The Company's 0.125 % convertible senior notes due 2025 (the "Notes") have a fixed annual interest rate and thus, the Company does not have economic interest rate exposure on the Notes.

The Company is not exposed to material interest rate risk.

2 unchanged sentences

While the majority of the Company's revenues, cost of revenues and operating expenses are denominated in USD, a significant portion are denominated in foreign currencies.

Due to offering Shopify Payments, Shopify Capital, subscriptions and other billings to select countries in local currency, a significant proportion of revenue transactions are denominated in GBP, Euros and CAD.

Furthermore, a significant proportion of operating expenses are also incurred in the aforementioned foreign currencies.

2 unchanged sentences

Accounting Pronouncements Adopted in the Year

In November 2023, the FASB issued ASU 2023-07 on Improvements to Reportable Segment Disclosures to enhance interim and annual disclosures at the segment level.

Entities are required to provide disclosures of significant segmented expenses and other categories used by the Chief Operating Decision Maker.

The Updates also clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements.

The Updates are effective for annual periods beginning after January 1, 2024.

The Company adopted this ASU in the year ended December 31, 2024.

The CODM has determined that the Company operates in a single operating and reportable segment and manages segment profit (loss) based upon consolidated net income (loss).

The impact of adoption on the Company's consolidated financial statements was disclosure of the segment measure of profit (loss) and the measure of segment assets reported on the consolidated balance sheet as total consolidated assets used by the CODM to assess segment performance and allocate resources.

In December 2023, the FASB issued ASU 2023-09 on Improvements to Income Tax Disclosures that require greater disaggregation of income tax disclosures, including the income rate tax rate reconciliation and income taxes paid by jurisdiction.

The Company adopted this ASU for the year ending December 31, 2025, on a retrospective basis, see Note 21.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09 on Improvements to Income Tax Disclosures that require greater disaggregation of income tax disclosures to the income rate tax rate reconciliation and

income taxes paid.

The Updates are effective for annual periods beginning after December 15, 2024.

The Company will adopt and apply the guidance in fiscal year 2025.

The Company is still assessing the impact of this disclosure ASU.

In November 2024, the FASB issued ASU 2024-03 on Disaggregation of Income Statement Expenses that enhances disclosure of certain costs and expenses to provide enhanced transparency into the expenses presented in the income statement.

The Updates are effective for annual periods beginning after December 15, 2026.

The ASU is effective for annual periods beginning after December 15, 2026.

The Company will adopt and apply the guidance in fiscal year 2027.

The Company is still assessing the impact of this disclosure ASU.

Business Acquisition and Sales of Businesses

Business Acquisition

During the years ended December 31, 2024 and 2023, the Company completed individually immaterial acquisitions that resulted in goodwill and intangible assets being recognized.

Deliverr, Inc.

On July 8, 2022, the Company completed the acquisition of Deliverr, a company based in San Francisco, California, that provided fulfillment services to ecommerce retailers.

The acquisition accelerated the development of Shopify's logistics offering by adding Deliverr's software, which included machine learning and optimization technology.

The Company acquired 100 % of the outstanding shares of Deliverr in exchange for cash consideration of $ 1,962 million and $ 10 million in Shopify Class A subordinate voting shares.

In connection with the transaction, a further $ 294 million in restricted shares, RSUs and stock options were issued and were accounted for as stock-based compensation as they were related to post-combination services.

The transaction was accounted for as a business combination.

The following table summarizes the purchase price allocation of the Deliverr assets acquired and liabilities assumed at the acquisition date:

in US $ millions

Fair value of net tangible assets and liabilities:

Trade and other receivables, net 7

Other current assets 6

Property and equipment, net 13

Accounts payable and accrued liabilities ( 20 )

Other current and long-term liabilities —

Fair value of identifiable intangible assets:

Acquired technology 255

Customer relationships 29

Other intangibles 4

Net deferred tax liability on acquired intangibles ( 23 )

Goodwill 1,438

In September 2025, the FASB issued ASU 2025-06 on Improvements to the Accounting for Internal-Use Software, which clarifies and modernizes certain aspects of the accounting for and disclosure of

internal-use software costs.

The ASU does not change what types of costs are capitalized or when internal-use software cost capitalization ceases.

This guidance will be effective for the Company for the year ending December 31, 2028.

The Company is evaluating the impact of the guidance on the consolidated financial statements.

We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

Business Combinations and Sales of Businesses

Business Combinations

Vantage Discovery Inc.

In March 2025, the Company completed the acquisition of Vantage Discovery Inc.

(“Vantage”), a company based in Austin, Texas, that provides AI-powered search and content discovery services.

By integrating Vantage’s hybrid search engine architecture that combines traditional search engines with vector databases and large language models, the development of AI-powered, multi-vector search across Search APIs, Shop and Storefront search offerings will be accelerated.

The Company acquired 100 percent of the outstanding shares of Vantage in exchange for cash consideration of $ 59 million.

In connection with the transaction, $ 24 million in restricted shares were granted and $ 6 million in cash are being accounted for as compensation as these amounts are related to post-combination services.

The following table summarizes the purchase price allocation of the Vantage assets acquired and liabilities assumed at the acquisition date in US $ millions:

Intangible assets - acquired technology 20

Net deferred tax liability

Total purchase price 59

The acquired technology was valued at $ 255 million using a relief-from-royalty methodology, the customer relationships were valued at $ 29 million using a cost approach and other intangibles were valued at $ 4 million using a relief-from-royalty methodology, and amortized over six , five and three years , respectively.

Goodwill from the Deliverr acquisition was primarily attributable to the synergies that resulted from integrating the Deliverr software with Shopify's logistics offering, and the acquisition of the assembled workforce.

The acquired technology has an estimated fair value of $ 20 million using a cost approach and is being amortized over three years .

Goodwill from the Vantage acquisition is attributable to the expected synergies that will result from integrating Vantage's technology with Shopify's Search offering, and the acquisition of the assembled workforce.

None of the goodwill recognized is deductible for income tax purposes.

The deferred tax liability related to the taxable temporary difference on the acquired intangible assets.

There is no net deferred tax liability related to taxable temporary difference on acquired intangible assets due to offsetting deferred tax assets related to losses from the pre-acquisition period.

Sale of Businesses

2 unchanged sentences

The Company received non-cash consideration in the form of a 13 % equity interest on a fully-diluted basis inclusive of warrants and options.

The net assets of the divested businesses had an aggregate carrying amount above their estimated fair value and accordingly, an impairment loss was recorded in operating expenses as "Impairment on sales of Shopify's logistics businesses" in the consolidated statement of operations and comprehensive income (loss), for the year ended December 31, 2023.

The net assets of the divested businesses had an aggregate carrying amount above their estimated fair value and accordingly, an impairment loss was recorded in operating expenses as "Impairment on sales of Shopify's logistics businesses" in the consolidated statements of operations and comprehensive income, for the year ended December 31, 2023.

The components of the sale were as follows in US $ millions:

18 unchanged sentences

The Company also holds debt securities in the form of convertible notes in private companies classified as available-for-sale for which the Company has elected to apply the fair value option.

The investments are carried at fair value at each balance sheet date and any movements in the fair values are recognized in the consolidated statement of operations and comprehensive income (loss).

The following tables summarize debt securities by balance sheet classification and level within the fair value hierarchy:

5 unchanged sentences

federal bonds and agency securities 1 1,923 527 — 2,453

Corporate bonds and commercial paper 139 — — — 139

1 2,443 527 — 2,984

16 unchanged sentences

159 3,981 709 543 5,403

152 3,595 115 495 4,371

(1) In December 2023, the Company made a separate investment in Flexport through the purchase of convertible notes of $ 260 and has elected to apply the fair value option to account for this instrument.

As the inputs used in determining the fair value are unobservable, the fair value measurement of the investment is Level 3 in the fair value hierarchy.

The fair values above include accrued interest of $ 19 million, which is excluded from the carrying amounts.

6 unchanged sentences

Equity Securities

The Company holds equity investments in public companies that were obtained through a combination of direct investment and strategic partnerships.

The Company holds equity investments in public and private companies that were obtained through a combination of direct investment and strategic partnerships.

Equity investments with readily determinable fair values are comprised of:

2 unchanged sentences

(in US $ millions)

Global-E Online Ltd.

1,205 — 1,205 856 18 874

Affirm Holdings, Inc.

1,511 — 1,511 1,236 — 1,236

Global-E Online Ltd.

868 — 868 1,205 — 1,205

Klaviyo, Inc.

529 70 599 615 127 742

Other 8 — 8 — — —

2,916 70 2,986 3,056 127 3,183

(1) In the year ended December 31, 2024, $ 18 million was transferred from Level 3 to Level 1 due to the vesting of warrants (December 31, 2023 - $ 49 million).

In the year ended December 31, 2023, the equity investments categorized as Level 3 in the fair value hierarchy represent unvested warrants that require the application of a discount for lack of marketability which was 8 %.

(1) In the year ended December 31, 2025, $ 42 million was transferred from Level 3 to Level 1, respectively, due to the vesting of warrants (December 31, 2024 - $ 37 million).

5 unchanged sentences

Adjustments related to equity and other investments with readily determinable fair values:

Sale of equity and other investments — ( 1 )

Investments received as part of sale of equity and other investments 8 —

Net unrealized (losses) gains ( 205 ) 823

Transfers from measurement alternative (1)

Balance, end of the year 2,986 3,183

(1) Effective September 20, 2023, the Company's investment in Klaviyo, Inc.

no longer qualified for the use of the measurement alternative as the fair value of the investment became readily determinable.

Equity Investments without Readily Determinable Fair Values

12 unchanged sentences

Purchases of equity and other investments 99 137

Investments received as non-cash consideration in exchange for services — 60

Gross unrealized gains (1)

1 unchanged sentence

( 38 ) ( 14 )

Transfers out of measurement alternative (3)

Sales of equity and other investments (3)

Transfers from measurement alternative (4)

Balance, end of the year 963 717

(1) During the year ended December 31, 2025, the Company identified an observable price change resulting in the remeasurement of a private investment at fair value on a non-recurring basis.

The resulting unrealized gains of $ 78 million were presented as "Net unrealized (loss) gain on equity and other investments" in the consolidated statement of operations and comprehensive income (loss).

The resulting unrealized gains of $ 163 million (December 31, 2024 - $ 78 million) were presented as "Net unrealized (loss) gain on equity and other investments" in the consolidated statements of operations and comprehensive income.

(2) During the years ended December 31, 2025 and 2024, the Company identified an observable price change resulting in the remeasurement of private investments at fair value on a non-recurring basis.

The resulting unrealized losses were presented as "Net unrealized (loss) gain on equity and other investments" in the consolidated statement of operations and comprehensive income (loss).

(3) Effective September 20, 2023, the Company's investment in Klaviyo, Inc.

no longer qualified for the use of the measurement alternative as $ 257 million of the fair value of the investment became readily determinable.

Additionally, the net settlement criteria was met for the Company's investment option to purchase Series B common shares resulting in $ 54 million of the fair value being accounted for as a derivative.

The resulting unrealized losses were presented as "Net unrealized (loss) gain on equity and other investments" in the consolidated statements of operations and comprehensive income.

(3) During the year ended December 31, 2025, the Company held private investments which were acquired, resulting in the deemed sale of equity and other investments.

The resulting realized gains or losses were presented as “Net realized gain (loss) on equity and other investments” in the consolidated statements of operations and comprehensive income.

(4) During the year ended December 31, 2025, convertible notes in private companies with a fair value of $ 45 million and accrued interest of $ 2 million were converted and transferred from debt securities to equity investments without readily determinable fair values.

As of December 31, 2025, included in the total $ 963 million of equity and other investments without readily determinable fair values, $ 800 million was remeasured at fair value and was classified within Level 3 of the fair value measurement hierarchy on a non-recurring basis.

Equity Method Investment

The Company holds an equity method investment in Flexport which is presented within "Equity method investment" in the consolidated balance sheets and is carried at the amount of Shopify’s original investment, as adjusted each period for Shopify’s share of the investee’s income or loss and the basis difference amortization, which is the difference between the fair value of our investment in the company and the underlying equity in the net assets of the investee.

The Company holds an equity method investment in Flexport of $ 602 million which is presented within "Equity method investment" in the consolidated balance sheets and is carried at the amount of Shopify’s original investment, as adjusted each period for Shopify’s share of the investee’s income or loss and the basis difference amortization, which is the difference between the fair value of our investment in the company and the underlying equity in the net assets of the investee (December 31, 2024 - $ 642 million).

Results are reported with a one-quarter delay due to the timing of financial information availability from the investee.

For the year ended December 31, 2024, our share of the loss in the investee was $ 138 million (December 31, 2023 - $ 58 million), and is presented within "Net loss on equity method investment" in the consolidated statement of operations and comprehensive income (loss).

For the year ended December 31, 2025, our share of the loss in the investee was $ 40 million

(December 31, 2024 - $ 138 million), and is presented within "Net loss on equity method investment" in the consolidated statements of operations and comprehensive income.

Derivative Instruments and Hedging

As of December 31, 2024, the Company held foreign exchange forward contracts and options for USD, GBP, AUD and CAD with a total notional value of $ 454 million (December 31, 2023 - $ 473 million), to fund a portion of its operations.

As of December 31, 2025, the Company held foreign exchange forward contracts and options for USD, GBP, AUD, EUR and CAD with a total notional value of $ 702 million (December 31, 2024 - $ 454 million), to fund a portion of its operations.

The fair value of foreign exchange forward contracts and options was based upon Level 2 inputs, which included year-end mid-market quotations for each underlying contract as calculated by the financial institution with which the Company has transacted.

3 unchanged sentences

Under this program, the Company has entered into foreign exchange forward contracts and options with certain financial institutions and designated those hedges as cash flow hedges.

The Company is hedging cash flows associated with payroll and facility costs.

The Company is hedging cash flows associated with payroll costs.

The fair values of outstanding derivative instruments were as follows:

9 unchanged sentences

Total net unrealized (losses) gains 2 ( 13 ) 6

These unrealized gains and losses were included in "Accumulated other comprehensive (loss) income", "Other current assets" and "Accounts payable and accrued liabilities" in the consolidated balance sheets.

These unrealized gains and losses were included in "Accumulated other comprehensive income (loss)", "Other current assets" and "Accounts payable and accrued liabilities" in the consolidated balance sheets.

These amounts are expected to be reclassified into earnings over the next twelve months.

2 unchanged sentences

(in US $ millions)

Realized losses cost of revenues — — ( 1 )

Realized losses in operating expenses ( 6 ) ( 8 ) ( 13 )

5 unchanged sentences

The fair value of the options as of December 31, 2025, utilizing a discount for lack of marketability of 21 %, was $ 75 million (December 31, 2024 - 29 % and $ 204 million) and is presented within "Equity and other investments" in the consolidated balance sheets.

The Company recognized an unrealized gain of $ 82 million for the year ended December 31, 2024 (December 31, 2023 - unrealized gain of $ 68 million) and is presented as a component of "Net unrealized (loss) gain on equity and other investments".

The Company recognized an unrealized loss of $ 129 million for the year ended December 31, 2025 (December 31, 2024 - unrealized gain of $ 82 million) and is presented as a component of "Net unrealized (loss) gain on equity and other investments" in the consolidated statements of operations and comprehensive income.

The Company held an embedded derivative to settle its Notes in cash during the year ended December 31, 2025.

The embedded derivative was fair valued quarterly under Level 2 of the fair value hierarchy as observable prices in the over-the-counter market are available.

The embedded derivative was settled on November 3, 2025.

The Company recognized a realized loss of $ 123 million for the year ended December 31, 2025 and is presented as "Realized loss on embedded derivative" in the consolidated statements of operations and comprehensive income .

Trade and Other Receivables

3 unchanged sentences

Unbilled revenues, net 229 175 132

Trade receivables, net 77 62 80

Indirect taxes receivable 109 49 46

Other receivables 22 27 23

Trade receivables, net 98 77 62

Accrued interest 39 19 15

Unbilled revenues represent amounts not yet billed related to partner referral fees, subscription fees for Plus merchants, shipping charges and transaction fees as of the consolidated balance sheet date.

Other receivables 25 22 27

The allowance for credit losses reflects the Company's best estimate of probable losses inherent in the unbilled revenues and trade receivables accounts.

22 unchanged sentences

In the year ended December 31, 2024, the Company sold $ 212 million of loans to third-party investors (December 31, 2023 - $ 82 million).

In the year ended December 31, 2025, the Company did not sell loans to third-party investors (December 31, 2024 - $ 212 million).

In the year ended December 31, 2025, the Company recognized revenue of $ 258 million related to interest and fees earned on the Company's lending services, which do not represent revenues recognized in the scope of ASC 606, Revenue from Contracts with Customers (December 31, 2024 - $ 205 million).

8 unchanged sentences

The delinquency status is determined based on the number of days past the contractual or expected repayment date for which the Company anticipates to receive the amounts outstanding.

The "current" category represents balances that are within 29 days of the contractual repayment dates, or within 29 days of the expected repayment date.

The "current" category represents balances that are anticipated to be repaid within 29 days of the contractual repayment dates, or are anticipated to be repaid within 29 days of the expected repayment date.

December 31, 2025

6 unchanged sentences

180+ Days 63 29 92 5.7 %

180+ Days 34 16 50 4.4 %

Total 1,564 57 1,621 100.0 %

6 unchanged sentences

180+ Days 34 16 50 4.4 %

90-179 Days 7 — 7 0.9 %

180+ Days 22 — 22 3.0 %

Total 1,101 30 1,131 100.0 %

12 unchanged sentences

(in US $ millions)

Capitalized contract costs 57 47

Prepaid expenses 59 55

Deposits 69 35

Prepaid expenses 55 59

Capitalized contract costs 52 57

Income taxes receivable 34 32

1 unchanged sentence

Foreign exchange contracts 3 —

Other current assets — 1

Property and Equipment

11 unchanged sentences

Furniture and equipment 28 26 2

(1) $ 12 million of leasehold improvements that were impaired and disposed of in the year ended December 31, 2023.

(1) $ 5 million of leasehold improvements were impaired and disposed of in the year ended December 31, 2025 (December 31, 2023 - $ 12 million).

See Note 11 for details.

During the year ended December 31, 2025, the Company disposed of and retired computer equipment with an original cost of $ 8 million (December 31, 2024 - $ 8 million).

There was no material gain or loss recognized in the consolidated statement of operations and comprehensive income (loss) as a result of the retirement and disposal of these assets.

The following table illustrates the classification of depreciation in the consolidated statement of operations and comprehensive income (loss):

There was no material gain or loss recognized in the consolidated statements of operations and comprehensive income as a result of the retirement and disposal of these assets.

The following table illustrates the classification of depreciation in the consolidated statements of operations and comprehensive income:

December 31, 2025 December 31, 2024 December 31, 2023

5 unchanged sentences

The Company has office and commercial leases in North America, Europe and Asia.

These leases have remaining lease terms of 2 to 12 years, some of which include options to extend the leases for up to 5 years.

These leases have remaining lease terms of 1 to 11 years, some of which have an option to extend the lease for up to 5 years.

All of the Company's leases are operating leases.

7 unchanged sentences

Net sublease income for the year ended December 31, 2025 was $ 7 million (December 31, 2024 - $ 6 million, December 31, 2023 - $ 4 million), which is recorded as an offset within the total lease expense disclosed above.

During the years ended December 31, 2025 and December 31, 2023, the Company terminated office spaces for which it has ceased use.

This resulted in impairment charges to its operating lease right-of-use assets, leasehold improvements and operating lease liabilities of $ 13 million (December 31, 2023 - $ 38 million).

These impairment charges were their carrying values as of the impairment measurement date, as required under ASC 360, Property, Plant and Equipment.

These charges were recorded within "General and administrative" in the consolidated statements of operations and comprehensive income.

During the year ended December 31, 2023, as part of the sales of Shopify's logistics businesses, the Company's warehouse leases were assigned in connection with the divested businesses and are no longer recognized on the Company's consolidated balance sheets.

However, the Company retained the guarantee of certain leases and entered into an indemnification agreement, governing the liability obligations in connection with these guarantees.

During the years ended December 31, 2023 and 2022, the Company identified leased office space for which it has ceased use.

This resulted in impairment charges to its right-of-use assets and leasehold improvements.

These impairment charges were determined by comparing the asset groups' fair values made up of the right-of-use assets and leasehold improvements, to their carrying values as of the impairment measurement date, as required under ASC 360, Property, Plant and Equipment.

Fair value was determined based on the present value of the estimated future cash flows.

These charges were recorded as general and administrative expenses in the consolidated statements of operations and comprehensive income (loss).

In the years ended December 31, 2023 and 2022, the Company recorded impairment charges related to its operating lease right-of-use assets and leasehold improvements of $ 38 million and $ 81 million, respectfully.

Maturities of lease liabilities as of December 31, 2025 were as follows:

23 unchanged sentences

Software development costs 14 14 —

During the years ended December 31, 2024 and 2023, the Company completed individually immaterial acquisitions that resulted in intangible assets being recognized.

During the year ended December 31, 2025, the Company completed the acquisition of Vantage Discovery Inc.

(see Note 4).

During the year December 31, 2023, the Company recognized an impairment of $ 307 million of acquired technology, $ 27 million of acquired customer relationships and $ 3 million of other intangible assets as a result of the sales of Shopify's logistics businesses (see Note 4).

During the year ended December 31, 2023, the Company disposed of and retired software development costs, acquired technology and purchased software with a combined original cost of $ 440 million, primarily due to the sales of our logistics businesses (December 31, 2022 - $ 31 million).

Other than the impairment charges noted above, there was no additional gain or loss recognized in the consolidated statement of operations and comprehensive income (loss) as a result of the retirement or disposal of these assets.

The following table illustrates the classification of amortization expense related to intangible assets in the consolidated statement of operations and comprehensive income (loss):

The following table illustrates the classification of amortization expense related to intangible assets in the consolidated statements of operations and comprehensive income:

December 31, 2025 December 31, 2024 December 31, 2023

1 unchanged sentence

Cost of revenues 9 12 35

Sales and marketing 1 3 5

Research and development 4 1 —

Sales and marketing — 1 3

Estimated future amortization expense related to intangible assets, as of December 31, 2025 is as follows:

1 unchanged sentence

The Company's goodwill relates to acquisitions of various companies.

No goodwill impairment was recognized in the year ended December 31, 2024.

No goodwill impairment was recognized in the years ended December 31, 2025 and 2024.

The Company recognized goodwill impairment of $ 1,438 million in the year ended December 31, 2023 due to the sales of Shopify's logistics businesses in the second quarter of 2023.

The remaining goodwill was tested for impairment as part of the Company's annual impairment test as of September 30, 2024.

Goodwill is tested for impairment as part of the Company's annual impairment test as of September 30, 2025.

The Company exercised its option to bypass the qualitative assessment pursuant to ASC 350, Intangibles - Goodwill and Other, and performed a quantitative analysis.

5 unchanged sentences

Acquisitions (1)

Impairment on sales of Shopify's logistics businesses — ( 1,438 )

Balance, end of the year 491 452

(1) During the years ended December 31, 2024 and 2023, the Company completed individually immaterial acquisitions that resulted in goodwill being recognized.

(1) During the year ended December 31, 2025, the Company completed the acquisition of Vantage Discovery Inc.

(see Note 4).

During the year ended December 31, 2024, the Company completed individually immaterial acquisitions that resulted in goodwill being recognized.

Accounts Payable and Accrued Liabilities

3 unchanged sentences

Indirect taxes payable 161 121

Employee related accruals 99 55

Income taxes payable 156 58

Employee related accruals 102 99

Transaction loss provisions 66 48

7 unchanged sentences

Recognition of deferred revenue from beginning balance ( 256 ) ( 275 )

( 275 ) ( 279 )

Balance, end of the year 398 430

1 unchanged sentence

The amounts primarily exclude subscription revenue that has both been deferred and recognized within the period presented.

(2) Includes impairment of deferred revenue due to the sales of Shopify's logistics businesses (see Note 4) during the year ended December 31, 2023.

December 31, 2025 December 31, 2024

3 unchanged sentences

The opening balances of current and long-term deferred revenue were $ 302 million and $ 196 million, respectively, as of January 1, 2024.

As of December 31, 2024, the long-term deferred revenue, excluding non-cash consideration received, will be recognized ratably over the remaining terms of the contracts with the customers, which range from two to three years .

As of December 31, 2025, the long-term deferred revenue, excluding non-cash consideration received, will be recognized ratably over the remaining terms of the contracts with the customers, which range from two years to three years .

The Company has received non-cash consideration in the form of equity investments in exchange for services to be rendered as part of strategic partnerships.

4 unchanged sentences

Balance, beginning of the year 190 284

Non-cash consideration received in exchange for services — 60

Revenue recognized related to non-cash consideration ( 49 ) ( 94 )

2 unchanged sentences

Long term portion 93 140

The Company will recognize this revenue ratably over the remaining terms of the respective strategic partnership service agreements, which range from one to five years .

The Company will recognize this revenue ratably over the remaining terms of the respective strategic partnership service agreements, which range from two years to four years .

Convertible Senior Notes

1 unchanged sentence

The net proceeds from the issuance of the Notes were $ 908 million after deducting underwriting fees and offering costs.

The interest on the Notes is payable semi-annually in arrears on May 1 and November 1 of each year, beginning on May 1, 2021.

The Notes will mature on November 1, 2025, unless earlier redeemed or repurchased by the Company or converted pursuant to their terms.

The Notes have a conversion rate of 6.9440 Class A subordinate voting shares per one thousand dollars of principal amount of Notes, which is equivalent to a conversion price of approximately $ 144.01 per share, adjusted to give effect to the Share Split.

The conversion rate is subject to adjustment following the occurrence of certain specified events, as set out or defined in the supplemental indenture governing the Notes.

In addition, upon the occurrence of a make-whole fundamental change prior to the maturity date or upon our issuance of a notice of redemption, as set out or defined in the supplemental indenture governing the Notes, the Company will, in certain circumstances, increase the conversion rate by a number of additional Class A subordinate voting shares for a holder that elects to convert its Notes in connection with such make-whole fundamental change or during the relevant redemption period.

Prior to the close of business on the business day immediately preceding August 1, 2025, the Notes may be convertible at the option of the holders only under the following circumstances:

(1) during any calendar quarter commencing after March 31, 2021, and only during such calendar quarter, if the last reported sale price of the Class A subordinate voting shares on the New York Stock Exchange (the "NYSE") for at least 20 trading days (whether or not consecutive) in a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is more than or equal to 130 % of the conversion price for the Notes on each applicable trading day;

(2) during the ten business day period after any ten consecutive trading day period in which, for each trading day of that period, the trading price per one thousand dollars principal amount of Notes for each trading day was less than 98 % of the product of the last reported sale price of the Class A subordinate voting shares on the NYSE and the conversion rate for the Notes on each such trading day;

(3) if the Company calls any or all of the Notes for optional redemption, clean-up redemption or tax redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date;

(4) upon the occurrence of certain specified corporate events.

On or after August 1, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Notes may, at their option, convert all or any portion of their Notes regardless of the foregoing conditions.

Upon conversion, the Company can elect to settle in cash, Class A subordinate voting shares or a combination of cash and Class A subordinate voting shares.

On or after September 15, 2023, the Company may, at its option, redeem for cash all or any portion of the Notes if the last reported sale price of the Company's Class A subordinate voting shares on the NYSE has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

No "sinking fund" is provided for the Notes.

The Company may redeem for cash all, but not less than all, of the Notes at any time if less than $ 80 million aggregate principal amount of Notes remains outstanding at such time, at a redemption price equal to 100 % of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

The Company may redeem all, but not less than all, of the Notes if the Company has or would become obligated to pay to the holder of any Note additional amounts (which are more than a de minimis amount) as a result of a change in applicable Canadian tax laws or regulations after September 15, 2020 at a redemption price equal to 100 % of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest (including additional interest, if any) to, but excluding, the applicable redemption date but without reduction for applicable Canadian taxes (except in respect of certain excluded holders).

Upon the occurrence of a fundamental change (as set out or defined in the supplemental indenture governing the Notes) prior to the maturity date of the Notes, the Company, subject to limited exceptions, will be required to offer to purchase all of the Notes for cash at a price equal to 100 % of the principal amount thereof, plus any accrued and unpaid interest thereon to, but excluding, the fundamental change purchase date.

The Notes are governed by customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of at least 25 % in aggregate principal amount of the Notes then outstanding may declare 100 % of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable immediately.

The Notes are senior unsecured obligations and will rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Notes;

equal in right of payment with the Company’s existing and future unsecured liabilities that are not so subordinated;

effectively subordinated to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness;

and structurally junior to all indebtedness and other liabilities (including trade payables) of current or future subsidiaries of the Company.

The Company accounts for the Notes as a single unit of account on the balance sheet.

The carrying value of the liability is represented by the face amount of the Notes, less total offering costs, plus any amortization of offering costs.

Total offering costs upon issuance of the Notes were $ 12 million and are amortized to interest expense using the effective interest rate method over the contractual term of the Notes.

Interest expense is recognized at an annual effective interest rate of 0.38 % over the contractual term of the Notes.

The net carrying amount of the outstanding Notes was as follows:

December 31, 2024 December 31, 2023

(in US $ millions)

Principal 920 920

Unamortized offering costs ( 2 ) ( 4 )

Net carrying amount 918 916

As of December 31, 2024, the net carrying amount of the outstanding Notes with contractual maturity less than one year are classified as current "Convertible senior notes" in the consolidated balance sheets (December 31, 2023 - classified as long-term "Convertible senior notes").

The following table sets forth the interest expense recognized related to the outstanding Notes:

The interest on the Notes was payable semi-annually in arrears on May 1 and November 1 of each year, beginning on May 1, 2021.

The Notes matured on November 1, 2025.

The Notes had a conversion rate of 6.9440 Class A subordinate voting shares per one

thousand dollars of principal amount of Notes, adjusted to give effect to the share split effected in June 2022, which is equivalent to a conversion price of approximately $ 144.01 per share.

On November 3, 2025, the Company settled the Notes and the embedded derivative for $ 1.0 billion in cash and a nominal amount of Class A subordinate voting shares.

The Company recognized a realized loss of $ 123 million in the year ended December 31, 2025 to reflect the value settled over the conversion price of $ 144.01 .

After the Company settled the Notes, the net carrying amount as of December 31, 2025 is nil (December 31, 2024 - $ 918 million), net of unamortized offering costs, classified as current "Convertible senior notes" in the consolidated balance sheets .

The following table sets forth the interest expense recognized related to the Notes:

December 31, 2025 December 31, 2024 December 31, 2023

2 unchanged sentences

Amortization of offering costs 2 2 3

Total interest expense related to the outstanding Notes 3 4 3

As of December 31, 2024, the estimated fair value of the Notes was approximately $ 939 million (December 31, 2023 - $ 865 million).

The estimated fair value was determined based on the last executed trade for the Notes of the reporting period in an over-the-counter market, which is considered as Level 2 in the fair value hierarchy.

Total interest expense related to the Notes 3 3 4

Commitments and Contingencies

Unconditional Purchase Obligations

The Company has entered into agreements where it commits to usage levels related to third-party services with an annual minimum fixed unconditional purchase obligation of $ 200 million.

The amount of the minimum fixed and determinable portion of the unconditional purchase obligations over the next three years, as of December 31, 2024, was $ 468 million.

During the year ended December 31, 2024, the Company has entered into agreements where it commits to usage levels related to third-party services with an annual minimum fixed unconditional purchase obligation of $ 200 million.

The amount of the minimum fixed and determinable portion of the unconditional purchase obligations over the next two years, as of December 31, 2025, was $ 251 million.

Litigation and Loss Contingencies

From time to time, the Company may become a party to litigation and subject to claims incidental to the ordinary course of business, including intellectual property claims, labor and employment claims and threatened claims, breach of contract claims, tax and other matters.

In the third quarter of 2022, a jury in the U.S.

District Court for the District of Delaware returned a verdict finding that the Company infringed three web technology patents owned by Express Mobile, Inc.

and the Company recorded an estimated liability in that period for damages and potential interest of $ 55 million.

The Company filed a post-trial motion for judgment as a matter of law.

In the second quarter of 2024, the court granted that motion, vacating the jury verdict in its entirety and mooting the plaintiff's motion for pre- and post-judgement interest.

As a result of this decision, the Company has reversed the previously recorded liability in the twelve months ended December 31, 2024 within "General and administrative" in the consolidated statement of operations and comprehensive income (loss), as a loss contingency was no longer considered probable.

The Company records accruals for loss contingencies when losses are probable and reasonably estimable.

1 unchanged sentence

The Company is not aware of any litigation matters or loss contingencies that would be expected to have a material adverse effect on the business, consolidated financial position, results of operations or cash flows.

During the year ended December 31, 2024, the Company reversed the previously recorded liability of $ 55 million within "General and administrative" in the consolidated statement of operations and comprehensive income, as a loss contingency was no longer considered probable.

The initial recognition of the liability in 2022 related to a jury in the U.S.

District Court for the District of Delaware returning a verdict finding that the Company infringed three web technology patents owned by Express Mobile, Inc..

The Company filed a post-trial motion for judgment as a matter of law.

In the year ended December 31, 2024, the court granted that motion, vacating the jury verdict in its entirety and mooting the plaintiff's motion for pre- and post-judgment interest.

In 2025, the U.S.

Court of Appeals dismissed Express Mobile's appeal and affirmed there was no infringement by the Company.

Related Parties

The Company has a commercial agreement with Flexport, a company in which it has an equity method investment.

The Company earns a share of revenues for orders processed or otherwise sent through services provided by Shopify.

The Company recognized $ nil revenue in the years ended December 31, 2024, related to this agreement.

In the first quarter of 2024, the Company commenced a separate agreement with Flexport to provide co-marketing services for the coordinated marketing of fulfillment-related products and services to current and prospective merchants.

In the year ended December 31, 2024, the Company recognized $ 4 million of expense in the consolidated statement of operations and comprehensive income (loss) and $ 11 million in "Other current assets" in the consolidated balance sheets related to this agreement.

In December 2023, the Company made a separate investment in Flexport with the purchase of convertible notes of $ 260 million.

The Company has selected to account for it using the fair value option for the investment, which is classified within "Equity and other investments".

In the year ended December 31, 2024, the Company recognized $ 32 million of interest income related to the convertible note within "Interest income" and an immaterial amount of unrealized losses in the consolidated statement of operations and comprehensive income (loss), resulting in a fair value of $ 291 million as of December 31, 2024.

The Company is entitled to earn a share of revenues for orders processed or otherwise sent through services provided by Shopify.

In the year ended December 31, 2025, the Company recognized nil revenue related to this agreement.

The Company has a separate agreement with Flexport to provide co-marketing services for the coordinated marketing of fulfillment-related products and services to current and prospective merchants.

In the year ended December 31, 2025, the Company recognized $ 9 million of

expense in the consolidated statements of operations and comprehensive income (December 31, 2024 - $ 4 million) and as of December 31, 2025, $ 15 million in "Other current assets" and $ 12 million in "Other long-term assets" in the consolidated balance sheets are related to this agreement.

The Company also has an investment in Flexport in the form of convertible notes with a fair value of $ 326 million as of December 31, 2025 (December 31, 2024 - $ 291 million).

The Company has elected to account for it using the fair value option for the investment, which is classified within "Equity and other investments" in the consolidated balance sheets.

In the year ended December 31, 2025, the Company has recognized $ 35 million of interest income related to the convertible notes within "Interest income" (December 31, 2024 - $ 32 million), and an immaterial amount of unrealized losses in the consolidated statements of operations and comprehensive income.

Shareholders’ Equity

3 unchanged sentences

The Founder share provides Mr.

by him, his immediate family and his affiliates, represents 40 % of the aggregate voting power attached to all of the Company's outstanding shares.

On June 7, 2022, the Company's shareholders approved a ten -for-one split of the Company's Class A subordinate voting shares and Class B restricted voting shares.

Each shareholder of record on June 22, 2022 received nine additional Class A subordinate voting shares and Class B restricted voting shares, as applicable, for every one share held, distributed after close of trading on June 28, 2022.

All share and per share amounts presented herein have been retrospectively adjusted to reflect the impact of the Share Split.

Common Stock Authorized

Lütke with a variable number of votes that, when combined with the Class B multiple voting shares (which are now described as Class B restricted voting shares as a result of the Company's updated governance structure) beneficially owned by him, his immediate family and his affiliates, represents 40 % of the aggregate voting power attached to all of the Company's outstanding shares.

Stock Authorized

The Company is authorized to issue an unlimited number of Class A subordinate voting shares, an unlimited number of Class B restricted voting shares and one Founder share.

8 unchanged sentences

Stock-Based Compensation

In 2008, the Board of Directors adopted and the Company’s shareholders approved the Legacy Option Plan.

Immediately prior to the completion of the Company’s May 2015 Initial Public Offering ("IPO"), and in connection with the closing of the offering, each option outstanding under the Legacy Option Plan became exercisable for one Class B restricted voting share.

Following the closing of the Company’s IPO, no further awards were made under the Legacy Option Plan.

The Legacy Option Plan continues to govern awards granted thereunder.

The Company’s Board of Directors and shareholders approved a stock option plan ("SOP"), as well as a long term incentive plan ("LTIP"), each of which became effective upon the closing of the Company's IPO on May 27, 2015.

3 unchanged sentences

The SOP allows for the grant of options to the Company’s officers, directors, employees and consultants.

All options granted under the SOP will have an exercise price determined and approved by the Company’s Compensation and Talent Management Committee of the Board of Directors at the time of grant, which shall not be less than the market price of the Class A subordinate voting shares at such time.

For purposes of the SOP, the market price of the Class A subordinate voting shares shall be the volume weighted average trading price of the Class A subordinate voting shares on the NYSE for the five trading days ending on the last trading day before the day on which the option is granted.

For purposes of the SOP, the market price of the Class A subordinate voting shares shall be the volume weighted average trading price of the Class A subordinate voting shares on the NASDAQ for the five trading days ending on the last trading day before the day on which the option is granted.

Options granted under the SOP are exercisable for Class A subordinate voting shares.

Both the vesting period and term of the options in the SOP are determined by the Compensation and Talent Management Committee of the Board of Directors at the time of grant.

Options granted under the SOP between

November 2017 and August 2022 have been approved with a three year vesting schedule with one-third vesting after one year and the remainder vesting evenly over the remaining 24 months.

As a result of Flex Comp, certain options in the aforementioned plans were forfeited and their associated vesting schedules were ended.

For employees that allocated a portion of their new total compensation reward to obtain options, such options are granted quarterly and generally vest on a monthly basis over a period of three months , or if allocated to the long-term equity component, generally vest over a three year period.

The LTIP provides for the grant of share units, or LTIP Units, consisting of RSUs, performance share units ("PSUs") and deferred share units ("DSUs").

Each LTIP Unit represents the right to receive one Class A subordinate voting share in accordance with the terms of the LTIP.

Unless otherwise approved by the Compensation and Talent Management Committee of the Board of Directors, RSUs granted between November 2017 and August 2022 have been approved with three-year vesting schedules, with 1/3 vesting on each anniversary following the date of grant.

As a result of employee compensation plan, certain RSUs were forfeited and their associated vesting schedules were ended.

For employees that allocated a portion of their new total compensation reward to obtain RSUs, the RSUs are granted quarterly and generally vest on a monthly basis over the period of three months or if allocated to the long-term equity component, generally vest over a three year period..

A PSU participant’s grant agreement will describe the performance criteria established by the Company’s Compensation and Talent Committee of the Board of Directors that must be achieved for PSUs to vest to the PSU participant, provided the participant is continuously employed by or in the Company’s service or the service or employment of any of the Company’s affiliates from the date of grant until such PSU vesting date.

RSUs are granted quarterly and generally vest on a monthly basis over the period of three months or if allocated to the long-term equity component, generally vest over a three year period.

A PSU participant’s grant agreement will describe the performance criteria established by the Company’s "Compensation and Talent Management Committee" of the Board of Directors that must be achieved for PSUs to vest to the PSU participant, provided the participant is continuously employed by or in the Company’s service or the service or employment of any of the Company’s affiliates from the date of grant until such PSU vesting date.

As of December 31, 2025, there have been no PSUs granted.

2 unchanged sentences

The maximum number of Class A subordinate voting shares reserved for issuance, in the aggregate, under the Company's SOP and the LTIP was initially equal to 37,436,920 Class A subordinate voting shares, adjusted to give effect to Share Split.

The number of Class A subordinate voting shares available for issuance, in the aggregate, under the SOP and the LTIP will be automatically increased on January 1st of each year, beginning on January 1, 2016 and ending on January 1, 2026, in an amount equal to 5 % of the aggregate number of outstanding Class A subordinate voting shares and Class B restricted voting shares on December 31st of the preceding calendar year.

The number of Class A subordinate voting shares available for issuance, in the aggregate, under the SOP and the LTIP was automatically increased on January 1st of each year, beginning on January 1, 2016 and ending on January 1, 2026, in an amount equal to 5 % of the aggregate number of outstanding Class A subordinate voting shares and Class B restricted voting shares on December 31st of the preceding calendar year.

As of January 1, 2026, there were 537,878,638 shares available for issuance under the Company's SOP and LTIP.

21 unchanged sentences

Stock options exercisable as of December 31, 2025 4,770,274 71.13 5.78 429

(1) As of December 31, 2024 14,340 of the outstanding stock options were granted under the Company's Fourth Amended and Restated Stock Option Plan ("Legacy Option Plan") and are exercisable for Class B restricted voting shares, 14,535,048 of the outstanding stock options were granted under the Company's SOP and are exercisable for Class A subordinate voting shares, and 87,604 of the outstanding stock options were granted under the Deliverr 2017 Stock Option and Grant Plan and are exercisable for Class A subordinate voting shares.

(1) As of December 31, 2025, 10,163,647 of the outstanding stock options were granted under the Company's SOP and are exercisable for Class A subordinate voting shares and 37,031 of the outstanding stock options were granted under the Deliverr 2017 Stock Option and Grant Plan and are exercisable for Class A subordinate voting shares.

(2) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the closing market price of the Company's Class A subordinate voting shares as of December 31, 2025 and December 31, 2024.

5 unchanged sentences

Total unamortized compensation cost will be adjusted for future changes in estimated forfeitures.

In connection with the acquisition of Vantage Discovery Inc., 252,257 Class A subordinate voting shares were issued with trading restrictions.

The restrictions on these shares are lifted over time and are being accounted for as stock-based compensation as the vesting is contingent on continued employment and therefore related to post-combination services.

As of December 31, 2025, 252,257 of the Class A subordinate voting shares remained restricted.

Stock-Based Compensation Expense

All share-based awards are measured based on the grant date fair value of the awards and recognized in the consolidated statement of operations and comprehensive income (loss) over the period during which the employee is required to perform services in exchange for the award (generally the vesting period of the award).

All share-based awards are measured based on the grant date fair value of the awards and recognized in the consolidated statements of operations and comprehensive income over the period during which the

employee is required to perform services in exchange for the award (generally the vesting period of the award).

The Company estimates the fair value of stock options granted using the Black-Scholes option valuation model, which requires assumptions, including the fair value of the Company's underlying common stock, expected term, expected volatility, risk-free interest rate and dividend yield of the Company's Class A subordinate voting shares.

25 unchanged sentences

If a revised forfeiture rate is higher/lower than the previously estimated forfeiture rate, an adjustment is made that will result in an increase/decrease to the share-based compensation expense recognized in the consolidated financial statements.

The following table illustrates the classification of stock-based compensation in the consolidated statement of operations and comprehensive income (loss), which includes both stock-based compensation and restricted share-based compensation expense:

The following table illustrates the classification of stock-based compensation in the consolidated statements of operations and comprehensive income, which includes both stock-based compensation and restricted share-based compensation expense:

December 31, 2025 December 31, 2024 December 31, 2023

5 unchanged sentences

(1) Includes accelerated stock-based compensation of $ 5 million and $ 164 million in sales and marketing and research and development, respectively, during the year ended December 31, 2023 .

Changes in Accumulated Other Comprehensive (Loss) Income

The following table summarizes the changes in accumulated other comprehensive (loss) income, which is reported as a component of shareholders’ equity, were as follows:

In February 2026, the Company's Board of Directors authorized a share repurchase program permitting the repurchase of up to $ 2 billion of the Company's Class A subordinate shares, provided that the number of Class A subordinate voting shares repurchased does not exceed 5% of the Company's issued and outstanding Class A subordinate voting shares.

The share repurchase program has no fixed expiration and the actual timing, number and value of Class A subordinate voting shares repurchased will depend on a variety of factors, including price, business and market conditions, applicable legal requirements and alternative investment opportunities.

Changes in Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in accumulated other comprehensive income (loss), which is reported as a component of shareholders’ equity:

December 31, 2025 December 31, 2024 December 31, 2023

1 unchanged sentence

Balance, beginning of the year ( 10 ) 4 ( 16 )

Other comprehensive (loss) income before reclassifications ( 27 ) 7 ( 33 )

Gain on cash flow hedges reclassified from accumulated other comprehensive (loss) income to earnings:

Cost of revenues — — 1

Other comprehensive income (loss) before reclassifications

Gain on cash flow hedges reclassified from accumulated other comprehensive income (loss) to earnings:

Sales and marketing 1 2 3

1 unchanged sentence

General and administrative 1 1 1

Tax effect on unrealized loss on cash flow hedges 5 — —

Other comprehensive (loss) income, net of tax ( 14 ) 20 ( 10 )

Tax effect on unrealized gain (loss) on cash flow hedges ( 4 ) 5 —

Other comprehensive income (loss), net of tax 11 ( 14 ) 20

Balance, end of the year 1 ( 10 ) 4

The domestic and foreign components of income (loss) before income taxes and (provision for) recovery of income taxes were as follows:

The domestic and foreign components of income before income taxes and provision for income taxes were as follows:

December 31, 2025 December 31, 2024 December 31, 2023

(in US $ millions)

Income (loss) before income taxes

Income before income taxes

Domestic 450 537 599

1 unchanged sentence

1,509 2,228 185

Current income tax (expense) recovery

Domestic ( 32 ) 1 —

Current income tax (expense)

Federal ( 35 ) ( 14 ) 1

Provincial ( 64 ) ( 18 ) —

Foreign ( 193 ) ( 99 ) ( 55 )

1 unchanged sentence

Deferred income tax recovery (expense)

Domestic ( 72 ) ( 2 ) 180

Federal 1 ( 41 ) ( 1 )

Provincial 17 ( 31 ) ( 1 )

Foreign ( 4 ) ( 6 ) 3

(Provision for) recovery of income taxes ( 209 ) ( 53 ) 163

The reconciliation of the expected income tax (expense) recovery calculated using the statutory tax rate to the actual (provision for) recovery of income taxes reported in the consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2024, 2023 and 2022 is as follows:

Provision for income taxes ( 278 ) ( 209 ) ( 53 )

The reconciliation of the expected income tax expense calculated using the statutory tax rate to the actual provision for income taxes reported in the consolidated statements of operations and comprehensive income for the years ended December 31, 2025, 2024 and 2023 is as follows:

December 31, 2025 December 31, 2024 December 31, 2023

(in US $ millions)

Income (loss) before income taxes 2,228 185 ( 3,623 )

Expected income tax (expense) recovery at Canadian statutory income tax rate of 26.5 % (1)

(in US $ millions, except percentages)

Income before income taxes 1,509 2,228 185

Expected income tax expense at Canadian Federal statutory income tax rate of 15.0% (1)

( 226 ) 15.0 % ( 334 ) 15.0 % ( 28 ) 15.0 %

Permanent differences

Domestic taxes on foreign earnings ( 49 ) ( 51 ) —

Provincial tax (2)

( 47 ) 3.1 % ( 46 ) 2.1 % ( 1 ) 0.5 %

Other jurisdiction tax effects

United States

Foreign tax rate differential 4 ( 0.3 ) % ( 8 ) 0.4 % ( 39 ) 21.1 %

( 18 ) 1.2 % ( 242 ) 10.9 % 119 ( 64.3 ) %

Change in valuation allowance ( 13 ) 0.9 % 361 ( 16.2 ) % ( 543 ) 293.5 %

Income not subject to tax in U.S.

36 ( 2.4 ) % 33 ( 1.5 ) % 43 ( 23.2 ) %

Unrealized investment (loss) gain not subject to tax in U.S.

( 3 ) 0.2 % 49 ( 2.2 ) % 29 ( 15.7 ) %

Stock-based compensation 30 ( 2.0 ) % 15 ( 0.7 ) % ( 47 ) 25.4 %

Other permanent differences ( 9 ) ( 6 ) ( 11 )

Net unrealized gain (loss) on equity and other investments 121 276 ( 419 )

Sales of businesses — — % — — % 196 ( 105.9 ) %

Foreign taxes on net unrealized gain (loss) on equity and other investments ( 132 ) —

Effect in changes in tax rates on unrealized investment gain — — % ( 132 ) 5.9 % — — %

Other ( 17 ) 1.1 % 13 ( 0.6 ) % 3 ( 1.6 ) %

Foreign tax rate differential

Tax credits recognized during the year 21 21 17

( 5 ) 0.3 % ( 3 ) 0.1 % ( 1 ) 0.5 %

Singapore benefit of tax holiday 20 ( 1.3 ) % 21 ( 0.9 ) % 9 ( 4.9 ) %

Pillar Two tax ( 10 ) 0.7 % — — % — — %

Other ( 5 ) 0.3 % ( 4 ) 0.2 % 3 ( 1.6 ) %

Foreign tax rate differential

12 ( 0.8 ) % 20 ( 0.9 ) % 16 ( 8.6 ) %

Unrealized investment (loss) gain not subject to tax in Ireland (3)

( 46 ) 3.0 % 44 ( 2.0 ) % 53 ( 28.6 ) %

Pillar Two tax ( 16 ) 1.1 % ( 5 ) 0.2 % — — %

Other ( 13 ) 0.9 % ( 14 ) 0.6 % 5 ( 2.7 ) %

Other foreign jurisdictions

1 ( 0.1 ) % 8 ( 0.4 ) % ( 12 ) 6.5 %

Effect of cross-border tax laws

Domestic taxes on foreign earnings (3)

( 66 ) 4.4 % ( 60 ) 2.7 % ( 58 ) 31.4 %

Domestic taxes on unrealized investment gains (3)

46 ( 3.0 ) % ( 62 ) 2.8 % ( 45 ) 24.3 %

Other — — % ( 13 ) 0.6 % — — %

30 ( 2.0 ) % 13 ( 0.6 ) % 18 ( 9.7 ) %

Change in valuation allowance

Other items 5 ( 4 ) ( 5 )

(Provision for) recovery of income taxes ( 209 ) ( 53 ) 163

(1) Our Canadian corporate tax rate is comprised of a basic Part I federal tax rate of 38%, net 15% after federal tax abatement and general tax reduction, plus the additional provincial tax of 11.5%.

— — % 115 ( 5.2 ) % 71 ( 38.4 ) %

Nontaxable or nondeductible items

Net unrealized gain on equity and other investments 34 ( 2.3 ) % 29 ( 1.3 ) % 128 ( 69.2 ) %

Sales of businesses — — % — — % 45 ( 24.3 ) %

Stock-based compensation 12 ( 0.8 ) % — — % ( 15 ) 8.1 %

Non-deductible loss on embedded derivative ( 19 ) 1.3 % — — % — — %

Other permanent differences 1 ( 0.1 ) % ( 3 ) 0.1 % ( 1 ) 0.5 %

Other adjustments

— — % ( 4 ) 0.2 % ( 1 ) 0.5 %

Provision for income taxes ( 278 ) 18.4 % ( 209 ) 9.4 % ( 53 ) 28.6 %

(1) This represents the Canadian federal statutory income tax rate, which is 15% after a 13% general tax reduction and 10% federal abatement are applied to the 38% basic rate.

(2) Provincial taxes in Ontario made up the majority of the tax effect in this category.

(3) Foreign income is subject to tax in Canada.

Historical net operating losses and tax credits were utilized to offset tax liabilities which has reduced the amount of Federal and Provincial cash paid for income taxes.

As of December 31, 2025, 2024 and 2023 the Company had Canadian unused non-capital tax losses and undeducted research and development expense balances of $ 5 million, $ 5 million and $ 343 million, respectively.

In addition, as of December 31, 2025, 2024 and 2023, the Company had unused tax credits of nil , $ 26 million and $ 94 million, respectively.

The below table illustrates the total cash paid for income taxes paid (net of refunds received) for the years ended December 31, 2025, 2024 and 2023:

December 31, 2025 December 31, 2024 December 31, 2023

(in US $ millions)

Federal 1 4 3

Provincial 43 2 1

Aggregated Other Jurisdictions 16 14 10

Disaggregated Other Jurisdictions

Ireland 116 60 27

Singapore 10 5 —

Total cash paid for income taxes, net 194 116 50

The significant components of the Company’s deferred income tax assets and liabilities as of December 31, 2025 and 2024 were as follows:

9 unchanged sentences

Tax credits — 15

Share issuance costs — 5

Other deferred tax assets 1 —

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The factors the Company uses to assess the likelihood of realization are its recent operating results, historical losses and the cumulative losses, forecasts of future pre-tax income and tax planning strategies that could be implemented to realize the deferred tax assets.

The Company had a provision for income taxes of $ 209 million in the year ended December 31, 2024, on account of earnings and unrealized gains on the company's equity and other investments, net of an offset to the reversal of valuation allowance.

The Company had a provision for income taxes of $ 278 million in the year ended December 31, 2025, as a result of earnings, offset by unrealized losses on the company's equity and other investments.

The Company had a provision for income taxes of $ 209 million in the year ended December 31, 2024, as a result of earnings and unrealized gains on the company's equity and other investments, net of an offset to the reversal of valuation allowance.

During the year ended December 31, 2024, there were significant unrealized gains on the Company's equity and other investments resulting in a deferred tax expense.

4 unchanged sentences

This also resulted in a reduction in deferred tax assets, including unused non-capital tax losses, that were fully offset by a valuation allowance.

The Organization for Economic Co-operation and Development continues to advance efforts with respect to the global minimum tax framework ("Pillar Two").

On June 20, 2024, Canada enacted legislation in accordance with the Pillar Two framework.

Many countries have also enacted or are expected to enact Pillar Two legislation.

The Company continues to monitor the development and implementation of these rules both in local countries and on a multilateral basis, making it uncertain to predict the ultimate impact in the future.

For the year ended December 31, 2024, the Company has recorded incremental tax relating to Pillar Two in the amount of $ 18 million.

During the year ended December 31, 2023, the Company had a provision for income taxes of $ 53 million, primarily on account of earnings in jurisdictions outside of North America.

During the year ended December 31, 2022, as a result of the application of the Company's tax rates to the results of ongoing operations, other discrete items primarily related to unrealized non-deductible losses on equity and other investments, share-based compensation and change in valuation allowance related to deferred tax assets in Canada as well as the United States, the Company had a recovery for income taxes of $ 163 million.

During the year ended December 31, 2022, and following the reversal of a large portion of the unrealized gains on the Company’s equity and other investments, a valuation allowance was recorded against the excess of the Company's Canadian deferred income tax assets relative to its deferred income tax liabilities as the Company has a history of operating losses.

The Company receives a development and expansion incentive under the International Headquarters Award in Singapore.

The incentives granted by the authorities to the Company expires March 31, 2026 and provide a concessionary tax rate of 5 % to earnings in excess of the base income threshold.

As a result of the incentive, the Company received an aggregate tax benefit of $ 21 million, $ 9 million and $ 2 million during the year ended December 31, 2024, 2023 and 2022, respectively.

The Company had no material uncertain income tax positions for the years ended December 31, 2024 and 2023.

The Company's accounting policy is to recognize interest and penalties related to uncertain tax positions as a component of income tax expense.

In the years ended December 31, 2024 and 2023, there was no material interest or penalties related to uncertain tax positions.

During the year ended December 31, 2023, the Company had a provision for income taxes of $ 53 million, primarily as a result of earnings in jurisdictions outside of North America.

We are subject to review and audit by tax authorities around the world, which may lead to adjustments to our tax liabilities.

We received a proposed assessment from the Canada Revenue Agency ("CRA") in the fourth quarter related to transfer pricing for tax year 2020.

We disagree with the proposed assessment and intend to defend our position.

While we believe that our tax provision is adequate, the final determination and timing of resolution of any tax audits or litigation cannot be predicted with certainty.

We continue to monitor the progress of tax audits with tax authorities.

Adjustments arising from tax audits or litigation will be recorded in the period in which such matters are resolved.

The gross unrecognized tax benefits related to uncertain tax positions were as follows:

December 31, 2025 December 31, 2024 December 31, 2023

(in US $ millions)

Balance at the beginning of the year 15 10 9

Additions for tax positions of prior years 5 — —

Additions based on tax positions related to the current year 5 5 1

Balance at the end of the year 25 15 10

In the years ended December 31, 2025, 2024, 2023, the Company accrued interest of $ 1 million, nil , and nil , respectively, related to uncertain tax positions.

The Company remains subject to audit by the relevant tax authorities for the years ended 2018 through 2025.

Investment tax credits, which are earned as a result of qualifying research and development expenditures, are recognized and applied to reduce income tax expense in the year in which the expenditures are made and their realization is reasonably assured.

As of December 31, 2024 and 2023, the Company had Canadian unused non-capital tax losses of approximately $ 5 million and $ 117 million, respectively.

As of December 31, 2024 and 2023, the Company had U.S.

federal unused non-capital tax losses of approximately $ 306 million and $ 383 million, respectively.

In addition, as of December 31, 2024 and 2023, the Company had unused non-capital tax losses in various U.S.

states of approximately $ 339 million and $ 1.5 billion, respectively.

As of December 31, 2024, $ 272 million and $ 6 million of the federal and state non-capital tax losses, respectively, have no expiry.

The remaining unused federal and state non-capital tax losses of $ 34 million and $ 333 million, respectively, will begin to expire starting in 2031.

As of December 31, 2025, the Company had U.S.

federal unused non-capital tax losses of approximately $ 287 million, of which $ 253 million has no expiry and $ 34 million will begin to expire starting in 2031.

addition, the Company had unused non-capital tax losses in various U.S.

states of approximately $ 348 million, of which $ 5 million has no expiry and $ 343 million will begin to expire in 2031.

As of December 31, 2024, the Company had U.S.

federal unused non-capital tax losses of approximately $ 306 million, of which $ 272 million has no expiry and $ 34 million will begin to expire starting in 2031.

In addition, the Company had unused non-capital tax losses in various U.S.

states of approximately $ 339 million, of which $ 6 million has no expiry and $ 333 million will begin to expire in 2031.

As of December 31, 2025, the Company also has $ 760 million of capital losses in Canada that do not expire as well as $ 1.6 billion of capital losses in the U.S.

that expires in 2028.

In addition, as of December 31, 2024 and 2023, the Company had an undeducted Canadian research and development expenditure balance totaling $ nil and $ 226 million, respectively.

As of December 31, 2024 and 2023, the Company had Canadian and U.S.

federal and state tax credits of $ 33 million and $ 104 million, respectively.

The unused U.S.

federal tax credits will begin to expire in 2042 and the unused U.S.

state research and development credits will begin to expire starting in 2029.

The unused Canadian investment tax credits will begin to expire starting in 2043.

Net Income (Loss) per Share

As of December 31, 2024, the Company has $ 761 million of capital losses in Canada that do not expire as well as $ 1.7 billion of capital losses in the U.S.

that expires in 2028.

Net Income per Share

The Company applies the two-class method to calculate its basic and diluted net loss per share as Class A subordinate voting shares and Class B restricted voting shares are participating securities with equal participation rights and are entitled to receive dividends on a share for share basis.

3 unchanged sentences

(in US $ millions, except share and share price amounts)

Net income (loss) 2,019 132 ( 3,460 )

After tax effect of debt interest (1)

Net (loss) income after tax effected debt interest 2,019 133 ( 3,460 )

Net income 1,231 2,019 132

Basic weighted average number of shares outstanding 1,298,955,860 1,289,812,124 1,281,554,559

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Diluted weighted average number of shares 1,304,953,255 1,301,509,980 1,295,511,385

Net income (loss) per share:

Net income per share:

Basic $ 0.95 $ 1.57 $ 0.10

Diluted $ 0.94 $ 1.55 $ 0.10

Common stock equivalents excluded from net income (loss) per diluted share because they are anti-dilutive:

Common stock equivalents excluded from net income per diluted share because they are anti-dilutive:

Stock options 61,010 858,528 150,558

Restricted share units 254,300 459,136 1,058,628

Convertible senior notes — — 6,388,480

Deferred share units 392 125 —

315,702 1,317,789 1,209,186

(1) When the Notes are dilutive, the after tax effect of debt interest is added back to net income to calculate diluted net income per share.

Segment and Geographical Information

The Company's CODM is its Chief Executive Officer.

The CODM has determined that the Company operates in a single operating and reportable segment and manages segment performance and resource allocation based upon consolidated net income (loss).

The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets.

Significant expenses reviewed by the CODM include those that are presented in the Consolidated Statements of Operations and Comprehensive Income (Loss).

The CODM has determined that the Company operates in one single operating and reportable segment and manages segment performance and resource allocation based upon consolidated net income (loss).

The CODM uses consolidated net income (loss) in deciding whether to reinvest profits into opportunities for the business, invest in business combinations or equity investments or return a portion of such profits to shareholders.

The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets.

Significant expenses reviewed by the CODM include those that are presented in the consolidated statements of operations and comprehensive income.

The following table presents total external revenues by geographic location, based on the location of the Company’s merchants:

December 31, 2025 December 31, 2024 December 31, 2023

(in US $ millions)

(in US $ millions, except percentages)

North America

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Description of Securities Registered under Section 12(b) of the Securities Exchange Act, as amended

10-K 001-37400 4.1 February 11, 2025

Specimen Class A Subordinate Voting Share Certificate

2 unchanged sentences

F-1/A 333-203401 4.2 May 6, 2015

Coattail Agreement dated as of May 27, 2015, in connection with our Class B restricted voting shares

Coattail Agreement , dated May 27, 2015, in connection with the Company's Class B restricted voting shares

6-K 001-37400 2 June 1, 2015

3 unchanged sentences

6-K 001-37400 99.3 June 10, 2022

Base Indenture dated as of September 18, 2020

6-K 001-37400 99.1 September 21, 2020

Supplemental Indenture dated as of September 18, 2020 relating to Shopify's senior notes due 2025

6-K 001-37400 99.2 September 21, 2020

Fourth Amended and Restated Stock Option Plan (Legacy Option Plan)

20-F 001-37400 10.9 February 17, 2016

Third Amended and Restated Stock Option Plan dated June 4, 2024

3 unchanged sentences

Form of Director and Officer Indemnity Agreement

10-K 001-37400 10.4 February 11, 2025

Employment Agreement, dated October 15, 2010 , between Tobias Lütke and the Company

1 unchanged sentence

Employment Agreement, dated February 24, 2020, between Harley Finkelstein and the Company

10.6 February 11, 2025

Employment Agreement Amending Agreement, dated October 17, 2023, between Harley Finkelstein and the Company

Employment Agreement dated March 23, 2022, between Jessica Hertz and the Compan y

10.7 February 11, 2025

Employment Agreement , dated March 23, 2022, between Jessica Hertz and the Company

10.8 February 11, 2025

Employment Agreement , dated September 15, 2022, between Jeff Hoffmeister and the Company

Service Agreement, dated September 7, 2022, between Kasra Nejatian and the Company

10.9 February 11, 2025

Employment Agreement , dated May 1, 2025, between Jean Niehaus and the Company

Insider Trading Policy

10-K 001-37400 19.1 February 11, 2025

List of Subsidiaries

19 unchanged sentences

KNOW ALL PERSONS BY THESE PRESENTS, that each officer or director of Shopify Inc.

whose signature appears below constitutes and appoints Tobias Lütke, Jeff Hoffmeister, Jessica Hertz and Michael L.

whose signature appears below constitutes and appoints Tobias Lütke, Jeff Hoffmeister, Jean Niehaus and Michael L.

Johnson, and each of them, with full power to act without the other, his or her true and lawful attorneys-in-fact and agents, with full and several power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his or her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

5 unchanged sentences

/S/ Darryl Arvai Vice President, Corporate Controller (principal accounting officer) February 11, 2026

/S/ Robert Ashe Director February 11, 2025

/S/ Joe Natale Director February 11, 2026

/S/ Gail Goodman Director February 11, 2026

11 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures