SHOPIFY INC
For the period ended Mar 31, 2025. Filed May 8, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 8, 2025
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13. Shareholders’ Equity
- Shareholders’ Equity
Stock-Based Compensation
As of March 31, 2025, there were 473,096,971 shares reserved for issuance under the Company's Second Amended and Restated Stock Option Plan ("SOP") and the Second Amended and Restated Long Term Incentive Plan ("LTIP").
The following table summarizes the stock option and Restricted Share Unit ("RSU") award activities under the Company's share-based compensation plans for the three months ended March 31, 2025:
| Shares Subject to Options Outstanding · Outstanding RSUs | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Options(1) · Weighted Average Exercise Price · Remaining Contractual Term (in years) · Aggregate Intrinsic Value(2) · Weighted Average Grant Date Fair Value · Outstanding RSUs · Weighted Average Grant Date Fair Value | |||||||||||
| (in US $ millions, except share and share price amounts) | |||||||||||
| December 31, 2024 | 14,636,992 | 64.49 | 7.68 | 623 | — | 5,121,069 | 74.90 | ||||
| Stock options granted | 1,382,369 | 123.66 | — | — | 64.09 | — | — | ||||
| Stock options exercised | (1,190,811) | 49.62 | — | — | — | — | — | ||||
| Stock options forfeited | (60,930) | 74.06 | — | — | — | — | — | ||||
| RSUs granted | — | — | — | — | — | 1,348,719 | 105.68 | ||||
| RSUs settled | — | — | — | — | — | (1,055,597) | 83.80 | ||||
| RSUs forfeited | — | — | — | — | — | (113,959) | 72.49 | ||||
| March 31, 2025 | 14,767,620 | 71.19 | 7.76 | 456 | — | 5,300,232 | 81.01 | ||||
| Stock options exercisable as of March 31, 2025 | 6,936,535 | 60.38 | 6.35 | 300 | |||||||
(1) As of March 31, 2025, nil of the outstanding stock options were granted under the Company's Fourth Amended and Restated Stock Option Plan ("Legacy Option Plan") and there are no longer any outstanding stock options granted under the Legacy Option Plan,14,706,451 of the outstanding stock options were granted under the Company's SOP and are exercisable for Class A subordinate voting shares, and 61,169 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 March 31, 2025 and December 31, 2024.
As of March 31, 2025, the Company had issued 15,488 deferred share units ("DSUs") under its LTIP.
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 March 31, 2025,252,257 of the Class A subordinate voting shares remained restricted.
The following table illustrates the classification of stock-based compensation expense in the condensed consolidated statements of operations and comprehensive income (loss), which includes both stock-based compensation and restricted stock-compensation expense:
| Three months ended | ||
|---|---|---|
| March 31, 2025 | March 31, 2024 | |
| (in US $ millions) | ||
| Cost of revenues | 1 | 1 |
| Sales and marketing | 12 | 11 |
| Research and development | 79 | 68 |
| General and administrative | 22 | 25 |
| 114 | 105 | |
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