SHOPIFY INC.
For the period ended Dec 31, 2025. Filed Feb 11, 2026.
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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
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Index to Exhibits
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| No. | Exhibit Description | Filed or Furnished with this 10-K | Form | File No. | Exhibit | Date Filed |
| 3.1 | Restated Articles of Incorporation | 6-K | 001-37400 | 1 | May 29, 2015 | |
| 3.2 | By-laws | 6-K | 001-37400 | 2 | May 29, 2015 | |
| 3.3 | Certificate and Articles of Arrangement | 6-K | 001-37400 | 99.2 | June 10, 2022 | |
| 3.4 | Certificate and Articles of Amendment | 6-K | 001-37400 | 99.1 | June 28, 2022 | |
| 4.1 | Description of Securities Registered under Section 12(b) of the Securities Exchange Act, as amended | 10-K | 001-37400 | 4.1 | February 11, 2025 | |
| 4.2 | Specimen Class A Subordinate Voting Share Certificate | F-1/A | 333-203401 | 4.1 | May 6, 2015 | |
| 4.3 | Specimen Class B Multiple Voting Share Certificate | F-1/A | 333-203401 | 4.2 | May 6, 2015 | |
| 4.4 | Coattail Agreement, dated May 27, 2015, in connection with the Company's Class B restricted voting shares | 6-K | 001-37400 | 2 | June 1, 2015 | |
| 4.5 | Third Amended and Restated Investors' Rights Agreement dated May 27, 2015 | 6-K | 001-37400 | 1 | June 1, 2015 | |
| 4.6 | Founder Agreement, dated June 9, 2022, in connection with the Founder Share | 6-K | 001-37400 | 99.3 | June 10, 2022 | |
| 10.1† | Third Amended and Restated Stock Option Plan dated June 4, 2024 | 6-K | 001-37400 | 99.1 | June 5, 2024 | |
| 10.2† | Third Amended and Restated Long Term Incentive Plan dated June 4, 2024 | 6-K | 001-37400 | 99.2 | June 5, 2024 | |
| 10.3† | Form of Director and Officer Indemnity Agreement | 10-K | 001-37400 | 10.4 | February 11, 2025 | |
| 10.4† | Employment Agreement, dated October 15, 2010, between Tobias Lütke and the Company | F-1 | 001-37400 | 10.2 | April 14, 2015 | |
| 10.5† | Employment Agreement, dated February 24, 2020, between Harley Finkelstein and the Company | 10-K | 001-37400 | 10.6 | February 11, 2025 | |
| 10.6† | Employment Agreement Amending Agreement, dated October 17, 2023, between Harley Finkelstein and the Company | 10-K | 001-37400 | 10.7 | February 11, 2025 | |
| 10.7† | Employment Agreement, dated March 23, 2022, between Jessica Hertz and the Company | 10-K | 001-37400 | 10.8 | February 11, 2025 | |
| 10.8† | Employment Agreement, dated September 15, 2022, between Jeff Hoffmeister and the Company | 10-K | 001-37400 | 10.9 | February 11, 2025 | |
| 10.9† | Employment Agreement, dated May 1, 2025, between Jean Niehaus and the Company | X | ||||
| 19.1 | Insider Trading Policy | 10-K | 001-37400 | 19.1 | February 11, 2025 | |
| 21.1 | List of Subsidiaries | X | ||||
| 23.1 | Consent of PricewaterhouseCoopers LLP | X | ||||
| 24 | Power 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 2002 | X | ||||
| 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 2002 | X | ||||
| 97.1† | Clawback Policy | 40-F | 001-37400 | 97 | February 13, 2024 | |
| 101 | The 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 tags | X |
| 104 | The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL | X |
| * | 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.
| Signature | Title | Date |
|---|---|---|
| /S/ Tobias Lütke | Chief Executive Officer and Chairman of the Board of Directors (principal executive officer) | February 11, 2026 |
| Tobias Lütke | ||
| /S/ Jeff Hoffmeister | Chief Financial Officer (principal financial officer) | February 11, 2026 |
| Jeff Hoffmeister | ||
| /S/ Darryl Arvai | Vice President, Corporate Controller (principal accounting officer) | February 11, 2026 |
| Darryl Arvai | ||
| /S/ Joe Natale | Director | February 11, 2026 |
| Joe Natale | ||
| /S/ Gail Goodman | Director | February 11, 2026 |
| Gail Goodman | ||
| /S/ David Heinemeier Hansson | Director | February 11, 2026 |
| David Heinemeier Hansson | ||
| /S/ Jeremy Levine | Director | February 11, 2026 |
| Jeremy Levine | ||
| /S/ Prashanth Mahendra-Rajah | Director | February 11, 2026 |
| Prashanth Mahendra-Rajah | ||
| /S/ Lulu Cheng Meservey | Director | February 11, 2026 |
| Lulu Cheng Meservey | ||
| /S/ Kevin Scott | Director | February 11, 2026 |
| Kevin Scott | ||
| /S/ Toby Shannan | Director | February 11, 2026 |
| Toby Shannan | ||
| /S/ Fidji Simo | Director | February 11, 2026 |
| Fidji Simo | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.