SHOPIFY INC.

This Annual Report on Form 10-K contains forward-looking statements under the provisions of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the U.S. Securities Act of 1933 (as amended, the "Securities Act"), Section 21E of the U.S. Securities Exchange Act of 1934 (as amended, the "Exchange Act") and forward-looking information within the meaning of applicable Canadian securities legislation.

In some cases, you can identify forward-looking statements by terminology such as "enable", "may", "might", "will", "should", "could", "expects", "focused on", "intends", "plans", "anticipates", "believes", "predicts", "potential", "continue", "become", "seek", "strive" or the negative of these terms or other similar words. Any forward-looking statements are based on our management’s perception of historic trends, current conditions and expected future developments, as well as other assumptions that management believes are appropriate in the circumstances. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking. In particular, forward-looking statements include, but are not limited to, statements about:

•our ability to: expand, grow and retain our merchant base; localize features; offer more sales channels that can connect to our platform; increase and extend the functionality of our platform; catalyze merchants' sales growth; leverage emerging technologies, including artificial intelligence ("AI"); enhance our ecosystem and partner programs; provide a high level of merchant service; hire key talent and retain and motivate qualified personnel; and maximize long-term value;

•our products and solutions enabling and increasing the probability of merchant success;

•our beliefs regarding future macroeconomic conditions and their impact on Shopify and our merchants, including with regard to inflationary pressures, international trade risks and trade protection measures, including tariffs, trade wars, barriers and restrictions, or threats of such actions and related uncertainty;

•the expected impact of seasonality on our current and future business;

•our exposure to fluctuations in foreign currencies;

•the ability to grow our addressable markets and meet merchant needs;

•our expectation that we will continue to invest in data analytics, machine learning and AI;

•our expectations regarding the development of emerging technologies, including AI, and applications of these technologies to our business;

•our intentions regarding future growth and investments to drive future growth, the impact of those investments and our ability to manage such growth effectively;

•our intention to further tailor our sales strategies to attract large volume brands;

•expansion of our platform's capabilities;

•enhancing our ecosystem and partner program, including through the formation of strategic partnerships;

•our ability to quickly distribute new versions of our platform;

•our expectations regarding our sustainability initiatives;

•our assumptions regarding competitive factors in our markets and the expectation of increased competition;

•our ability to continuously enhance, protect and safeguard our intellectual property;

•the possibility that we may experience cybersecurity attacks in the future and future efforts to harden our infrastructure to build resilience in the face of such threats;

•our expectations of legislation and government regulation and the impact on our platform;

•the impact of strategic decisions on short-term revenue or profitability;

•the need to devote additional resources to improve our operational infrastructure and continue to enhance its scalability;

•our expectations regarding our future financial performance, including revenue, gross margin, operating expenses and cash flows;

•our expectations regarding market risks, including foreign currency exchange risk and interest rate risk, and the effectiveness of our hedging activities;

•our expectations regarding our liquidity position;

•the expansion of our platform and offerings internationally;

•our ability to maintain our corporate culture as we execute with a remote-first global workforce;

•our expectations regarding the adoption of our platform and solutions by Shopify Plus merchants and enterprise-level businesses;

•our expectation that the growth of our business will depend in part on the success of our relationships with third parties;

•our intention to pursue additional third-party relationships;

•our expectations regarding future investment in the business, including with respect to key talent, sales and marketing, research and development, the creation and implementation of new products and services, the functionality of our platform, merchant service and support, security and operational requirements, our network infrastructure, acquisitions and the expansion of our international operations;

•our ability to optimize marketing spend and successfully sell to and support enterprise merchants in order to drive growth;

•the effectiveness of our Flex Comp compensation system in attracting, motivating and retaining qualified personnel;

•our expectation that as our consumer-facing offerings evolve and grow in popularity, the risk of additional laws and regulations impacting our business will also increase;

•our intention to continue our use and development of open source software;

•potential acquisitions, divestitures and investments;

•expected synergies and other benefits from acquisitions, including from the integration of acquired technology;

•the exploration, expansion and evolution of other products, models, structures and additional markets for our lending and financing products;

•our expectations with respect to changes in our pricing models;

•our expectation that we will not pay any cash dividends in the foreseeable future;

•our expectations regarding the adoption and impact of new accounting standards;

•issuances of Class B restricted voting shares and preferred shares;

•redemption of the Founder Share;

•our intention to invest our future earnings, if any, to fund our growth; and

•our expectations with respect to adapting our current facilities.

Factors that may cause actual results to differ materially from current expectations may include, but are not limited to, risks and uncertainties that are discussed in greater detail in Part I, Item 1A "Risk Factors" and Part II, Item 7A "Quantitative and Qualitative Disclosures About Market Risk" of this Annual Report on Form 10-K.

Although we believe that the plans, intentions, expectations, assumptions and strategies reflected in our forward-looking statements are reasonable, these statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual results may vary significantly from those implied or projected by the forward-looking statements. In addition, we operate in a highly competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report on Form 10-K. No forward-looking statement is a guarantee of future results. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. You should read this Annual Report on Form 10-K and the documents that we reference in this Form 10-K completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements.

The forward-looking statements in this Annual Report on Form 10-K represent our views as of the date of this Form 10-K. We anticipate that subsequent events and developments may cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. Therefore, these forward-looking statements do not represent our views as of any date other than the date of this Annual Report on Form 10-K.

Part I