SHOPIFY INC.
For the period ended Sep 30, 2025. Filed Nov 4, 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.
Sep 30, 2025 · Filed Nov 4, 2025
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13. Shareholders’ Equity
- Shareholders’ Equity
Stock-Based Compensation
As of September 30, 2025, there were 473,149,839 shares reserved for issuance under the Company's Third Amended and Restated Stock Option Plan ("SOP") and the Third 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 nine months ended September 30, 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 | 1,622,585 | 122.59 | — | — | 63.66 | — | — | ||||
| Stock options exercised | (3,029,467) | 41.77 | — | — | — | — | — | ||||
| Stock options forfeited | (1,306,389) | 78.53 | — | — | — | — | — | ||||
| RSUs granted | — | — | — | — | — | 3,000,370 | 115.21 | ||||
| RSUs settled | — | — | — | — | — | (3,419,188) | 82.36 | ||||
| RSUs forfeited | — | — | — | — | — | (817,552) | 77.37 | ||||
| September 30, 2025 | 11,923,721 | 76.63 | 7.03 | 826 | — | 3,884,699 | 98.95 | ||||
| Stock options exercisable as of September 30, 2025 | 6,072,409 | 68.29 | 5.52 | 479 | |||||||
(1) As of September 30, 2025,11,886,690 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 September 30, 2025 and December 31, 2024.
As of September 30, 2025, the Company had issued 4,363 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 September 30, 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, which includes both stock-based compensation and restricted stock-compensation expense:
| Three months ended September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| (in US $ millions) | ||||
| Cost of revenues | 1 | — | 3 | 4 |
| Sales and marketing | 12 | 14 | 35 | 35 |
| Research and development | 73 | 74 | 232 | 212 |
| General and administrative | 21 | 22 | 64 | 70 |
| 107 | 110 | 334 | 321 | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.