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SHOPIFY INC.

For the period ended Dec 31, 2025. Filed Feb 11, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 11, 2026

SHOP$152.06+2.1%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits
Contents

Index to Exhibits

Incorporated by Reference
No.Exhibit DescriptionFiled or Furnished with this 10-KFormFile No.ExhibitDate Filed
3.1Restated Articles of Incorporation6-K001-374001May 29, 2015
3.2By-laws6-K001-374002May 29, 2015
3.3Certificate and Articles of Arrangement6-K001-3740099.2June 10, 2022
3.4Certificate and Articles of Amendment6-K001-3740099.1June 28, 2022
4.1Description of Securities Registered under Section 12(b) of the Securities Exchange Act, as amended10-K001-374004.1February 11, 2025
4.2Specimen Class A Subordinate Voting Share CertificateF-1/A333-2034014.1May 6, 2015
4.3Specimen Class B Multiple Voting Share CertificateF-1/A333-2034014.2May 6, 2015
4.4Coattail Agreement, dated May 27, 2015, in connection with the Company's Class B restricted voting shares6-K001-374002June 1, 2015
4.5Third Amended and Restated Investors' Rights Agreement dated May 27, 20156-K001-374001June 1, 2015
4.6Founder Agreement, dated June 9, 2022, in connection with the Founder Share6-K001-3740099.3June 10, 2022
10.1†Third Amended and Restated Stock Option Plan dated June 4, 20246-K001-3740099.1June 5, 2024
10.2†Third Amended and Restated Long Term Incentive Plan dated June 4, 20246-K001-3740099.2June 5, 2024
10.3†Form of Director and Officer Indemnity Agreement10-K001-3740010.4February 11, 2025
10.4†Employment Agreement, dated October 15, 2010, between Tobias Lütke and the CompanyF-1001-3740010.2April 14, 2015
10.5†Employment Agreement, dated February 24, 2020, between Harley Finkelstein and the Company10-K001-3740010.6February 11, 2025
10.6†Employment Agreement Amending Agreement, dated October 17, 2023, between Harley Finkelstein and the Company10-K001-3740010.7February 11, 2025
10.7†Employment Agreement, dated March 23, 2022, between Jessica Hertz and the Company10-K001-3740010.8February 11, 2025
10.8†Employment Agreement, dated September 15, 2022, between Jeff Hoffmeister and the Company10-K001-3740010.9February 11, 2025
10.9†Employment Agreement, dated May 1, 2025, between Jean Niehaus and the CompanyX
19.1Insider Trading Policy10-K001-3740019.1February 11, 2025
21.1List of SubsidiariesX
23.1Consent of PricewaterhouseCoopers LLPX
24Power of Attorney (see signature page)X
31.1*Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
32.1*Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
97.1†Clawback Policy40-F001-3740097February 13, 2024
101The following financial statements from the Company's Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Consolidated Statements of Changes in Shareholders' Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tagsX
104The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRLX
*These certifications are not deemed filed by the SEC and are not to be incorporated by reference in any filing we make under the Securities Act of 1933 or the Securities Exchange Act of 1934, irrespective of any general incorporation language in any filings.
†Indicates a management contract or compensatory plan

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 11, 2026

/S/ Jeff Hoffmeister

Jeff Hoffmeister

Chief Financial Officer

(principal financial officer)

POWER OF ATTORNEY

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, 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.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SignatureTitleDate
/S/ Tobias LütkeChief Executive Officer and Chairman of the Board of Directors (principal executive officer)February 11, 2026
Tobias Lütke
/S/ Jeff HoffmeisterChief Financial Officer (principal financial officer)February 11, 2026
Jeff Hoffmeister
/S/ Darryl ArvaiVice President, Corporate Controller (principal accounting officer)February 11, 2026
Darryl Arvai
/S/ Joe NataleDirectorFebruary 11, 2026
Joe Natale
/S/ Gail GoodmanDirectorFebruary 11, 2026
Gail Goodman
/S/ David Heinemeier HanssonDirectorFebruary 11, 2026
David Heinemeier Hansson
/S/ Jeremy LevineDirectorFebruary 11, 2026
Jeremy Levine
/S/ Prashanth Mahendra-RajahDirectorFebruary 11, 2026
Prashanth Mahendra-Rajah
/S/ Lulu Cheng MeserveyDirectorFebruary 11, 2026
Lulu Cheng Meservey
/S/ Kevin ScottDirectorFebruary 11, 2026
Kevin Scott
/S/ Toby ShannanDirectorFebruary 11, 2026
Toby Shannan
/S/ Fidji SimoDirectorFebruary 11, 2026
Fidji Simo
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.