0001594805 2025-01-01 2025-12-31 0001594805 dei:OtherAddressMember 2025-01-01 2025-12-31 0001594805 2025-06-30 0001594805 us-gaap:CommonClassAMember 2026-02-06 0001594805 us-gaap:CommonClassBMember 2026-02-06 0001594805 shop:FounderShareMember 2026-02-06 0001594805 2024-01-01 2024-12-31 iso4217:USD shares 2025 0001594805 true FY 10-K/A true 2025-12-31 --12-31 false SHOPIFY INC. Z4 001-37400 98-0486686 151 O'Connor Street, Ground Floor 85 10th Avenue, Suite 800 Ottawa, ON New York, NY CA K2P 2L8 US 10011 613 241-2828 x 1045 Class A Subordinate Voting Shares SHOP NASDAQ Yes No Yes Yes Large Accelerated Filer false false true false false 140315345495 1226037779 78073594 1 <div style="margin-top:10pt"><span style="color:#000000;font-family:'Adelle Sans',sans-serif;font-size:8pt;font-weight:400;line-height:120%">Not applicable.</span></div> Shopify Inc., a corporation existing under the Canada Business Corporations Act (the "CBCA"), qualifies as a foreign private issuer in the United States ("U.S.") for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Although, as a foreign private issuer, Shopify Inc. is not required to do so, Shopify Inc. has chosen to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K with the U.S. Securities and Exchange Commission ("SEC") instead of filing the reporting forms available to foreign private issuers.Shopify Inc. prepares and files a management information circular and related material under Canadian requirements. As Shopify Inc.'s management information circular is not filed pursuant to Regulation 14A, Shopify Inc. may not incorporate by reference information required by Part III of its Annual Report on Form 10-K from its management information circular. Shopify Inc. filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the "Original Filing") with the SEC on February 11, 2026. In reliance upon and as permitted by General Instruction G(3) to Form 10-K, Shopify Inc. is filing this Amendment No. 1 on Form 10-K/A in order to include in the Original Filing the Part III information not previously included in the Original Filing. In addition, as required by Rule 12b-15 under the Exchange Act, Item 15 of Part IV of the Original Filing is hereby amended solely to include new certifications by our chief executive officer and chief financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 as Exhibit 31.1 to this Amendment No. 1 on Form 10-K/A.Except as stated herein, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and, other than the information provided in Parts III and IV hereof, we have not updated the disclosures contained in the Original Filing to reflect any events which occurred at a date subsequent to the filing of the Original Filing.In this Amendment No. 1 on Form 10-K/A, the terms "we", "our", "Shopify", and the "Company" refer to Shopify Inc. and its consolidated subsidiaries, unless the context requires otherwise. References to our "solutions" means the combination of products and services that we offer to merchants, and references to "our merchants" as of a particular date means the total number of unique shops that are paying for a subscription to our platform. Words importing the singular, where the context requires, include the plural and vice versa and words importing any gender include all genders. "Board of Directors" or "Board" means the Board of Directors of Shopify. All references in this Amendment No. 1 on Form 10-K/A to "dollars", "$" and "US$" refer to United States dollars, and all references to "CAD$" refer to Canadian dollars, unless otherwise expressly stated.This Amendment No. 1 on Form 10-K/A contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”), including regarding the design and anticipated outcomes of our executive compensation program; the operation of our equity-based compensation plans; our expectations regarding retention and performance of executives; and committee composition. These statements can be identified by words such as "will", "believe", "continue", "intend" and “expect” and are based on Shopify's current projections and expectations about future events. Known and unknown risks may cause future events to differ materially from those described. Factors and risks that may cause future events to differ materially from those set out in the forward-looking statements are set out in Shopify's Annual Report on Form 10-K under the heading “Risk Factors” and other filings made with U.S. and Canadian securities regulators, available at www.sec.gov and www.sedarplus.ca. Undue reliance should not be placed on the forward-looking statements, which are based on information available as of the date of this Amendment No. 1 on Form 10-K/A and represent expectations and beliefs regarding future events. The forward-looking statements are provided to give additional information about management's expectations and beliefs and may not be appropriate for other purposes. Shopify undertakes no duty to publicly update or revise any forward-looking statements, except as may be required by law.All references to our websites contained herein do not constitute incorporation by reference of information contained on such websites and such information should not be considered part of this document. true