SHOPIFY INC.

Previous wording

In this Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"), "we", "us", "our", "Shopify" and "the Company" refer to Shopify Inc. and its consolidated subsidiaries, unless the context requires otherwise. In this MD&A, we present Shopify's results of operations and cash flows for the three and nine months ended September 30, 2025 and 2024, and our financial position as of September 30, 2025. You should read this MD&A in conjunction with the unaudited condensed consolidated financial statements and the accompanying notes thereto in Part 1 - Item 1 of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements included in the Company's 2024 Form 10-K.

Current wording

In this Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"), "we", "us", "our", "Shopify" and "the Company" refer to Shopify Inc. and its consolidated subsidiaries, unless the context requires otherwise. In this MD&A, we present Shopify's results of operations and cash flows for the three months ended March 31, 2026 and 2025, and our financial position as of March 31, 2026. You should read this MD&A in conjunction with the unaudited condensed consolidated financial statements and the accompanying notes thereto in Part I - Item 1 of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements included in the Company's 2025 Form 10-K.

Previous wording

We believe we can help merchants of all verticals and sizes, from aspirational entrepreneurs to companies with large-scale, direct-to-consumer or business to business ("B2B") operations, or both, realize their potential at all stages of their business life cycle. In the nine months ended September 30, 2025, our platform facilitated gross merchandise volume ("GMV") of $254.6 billion, representing an increase of 29% from the nine months ended September 30, 2024. A detailed description of this metric is presented below in the section entitled, "Key Performance Indicators".

Current wording

We believe we can help merchants of all verticals and sizes, from aspirational entrepreneurs to companies with large-scale, direct-to-consumer or business to business ("B2B") operations, or both, realize their potential at all stages of their business life cycle. In the three months ended March 31, 2026, our platform facilitated gross merchandise volume ("GMV") of $100.7 billion, representing an increase of 35% from the three months ended March 31, 2025. A detailed description of this metric is presented below in the section entitled, "Key Performance Indicators".

Previous wording

During the nine months ended September 30, 2025, our total revenue was $7.9 billion, an increase of 30% versus the nine months ended September 30, 2024. Our business model has two revenue components: a recurring subscription component we call subscription solutions and a merchant success-based component we call merchant solutions.

Current wording

During the three months ended March 31, 2026, our total revenue was $3.2 billion, an increase of 34% versus the three months ended March 31, 2025. Our business model has two revenue components: a recurring subscription component we call subscription solutions and a merchant success-based component we call merchant solutions.

Previous wording

In the nine months ended September 30, 2025, subscription solutions revenues accounted for 25% of our total revenues (September 30, 2024 - 28%). We offer a range of plans that increase in price depending on additional features and economic considerations. Shopify Plus is offered at a starting rate that is several times that of our standard Shopify plans. Shopify Plus solves for the complexity of merchants as they grow and scale globally, offering additional functionality and support, including features like Shopify Audiences, B2B features and Launchpad, for ecommerce automation. BarkBox, Vuori, BevMo, Carrier, JB Hi-Fi, Meta, ButcherBox, SKIMS and Supreme are a few of our notable merchants seeking a reliable, cost-effective and scalable commerce solution. The flexibility of our pricing plans is designed to help our merchants grow in a cost-effective manner and to provide more advanced features and support as their business needs evolve.

Current wording

In the three months ended March 31, 2026, subscription solutions revenues accounted for 24% of our total revenues (March 31, 2025 - 26%). We offer a range of plans that increase in price depending on additional features and economic considerations. Shopify Plus is offered at a starting rate that is several times that of our standard Shopify plans. Shopify Plus solves for the complexity of merchants as they grow and scale globally, offering additional functionality and support, including features like Shopify Audiences, B2B features and Launchpad, for ecommerce automation. Aldo, BarkBox, Carrier, Meta, Vuori, SKIMS and Supreme are a few of our notable merchants seeking a reliable, cost-effective and scalable commerce solution. The flexibility of our pricing plans is designed to help our merchants grow in a cost-effective manner and to provide more advanced features and support as their business needs evolve.

Previous wording

Revenue from subscription solutions is generated through the sale of subscriptions to our platform, including variable platform fees, as well as through the sale of subscriptions to our POS Pro offering, the sale of apps, the sale of themes and the registration of domain names. Subscription solutions revenues increased from $1.7 billion in the nine months ended September 30, 2024 to $2.0 billion in the nine months ended September 30, 2025, representing an increase of 17%. Our merchants typically enter into monthly subscription agreements. The revenue from these agreements is recognized over time on a ratable basis over the contractual term and therefore we have deferred revenue on our balance sheet. We do not consider this deferred revenue balance to be a good indicator of future revenue. Instead, we believe MRR is most closely correlated with the long-term value of our merchant relationships. As of September 30, 2025, MRR totaled $193 million, representing an increase of 10% relative to MRR at September 30, 2024. A detailed description of this metric is presented below in the section entitled, "Key Performance Indicators".

Current wording

Revenue from subscription solutions is generated through the sale of subscriptions to our platform, including variable platform fees, as well as through the sale of subscriptions to our POS Pro offering, the sale of apps, the sale of themes and the registration of domain names. Subscription solutions revenues increased from $620 million in the three months ended March 31, 2025 to $750 million in the three months ended March 31, 2026, representing an increase of 21%. Our merchants typically enter into monthly subscription agreements. The revenue from these agreements is recognized over time on a ratable basis over the contractual term and therefore we have deferred revenue on our balance sheet. We do not consider this deferred revenue balance to be a good indicator of future revenue. Instead, we believe Monthly Recurring Revenue ("MRR") is most closely correlated with the long-term value of our merchant relationships. As of March 31, 2026, MRR totaled $212 million, representing an increase of 16% relative to MRR at March 31, 2025. A detailed description of this metric is presented below in the section entitled, "Key Performance Indicators".

Previous wording

We offer a variety of merchant solutions that are designed to add value to our merchants by passing on our economies of scale and augment our subscription solutions. During the nine months ended September 30, 2025, merchant solutions revenues accounted for 75% of total revenues (September 30, 2024 - 72%). We principally generate merchant solutions revenues from payment processing fees and currency conversion fees from Shopify Payments. Shopify Payments is a fully integrated payment processing service that allows our merchants to accept and process all major payment methods. In addition to payment processing fees and currency conversion fees from Shopify Payments, we also generate merchant solutions revenue from referral fees from third parties, other transaction services and other services rendered as part of strategic partnerships and Shopify Capital. The majority of our merchant solutions revenues are directionally correlated with the level of GMV that our merchants process through our platform. Merchant solutions revenues increased from $4.4 billion in the nine months ended September 30, 2024 to $5.9 billion in the nine months ended September 30, 2025, representing an increase of 35%.

Current wording

We offer a variety of merchant solutions that are designed to add value to our merchants by passing on our economies of scale and augmenting our subscription solutions. During the three months ended March 31, 2026, merchant solutions revenues accounted for 76% of total revenues (March 31, 2025 - 74%). We principally generate merchant solutions revenues from payment processing fees and currency conversion fees from Shopify Payments. Shopify Payments is a fully integrated payment solution. In addition to payment processing fees and currency conversion fees from Shopify Payments, we also generate merchant solutions revenue from our lending services and financial products, referral fees from partners, the sale of shipping labels, the sale of POS hardware, advertising on the Shopify App Store and Shop Campaigns, our buyer acquisition offering. The majority of our merchant solutions revenues are directionally correlated with the level of GMV that our merchants process through our platform. Merchant solutions revenues increased from $1.7 billion in the three months ended March 31, 2025 to $2.4 billion in the three months ended March 31, 2026, representing an increase of 39%.

Previous wording

The following table shows MRR and GMV for the three and nine months ended September 30, 2025 and 2024:

Current wording

The following table shows MRR and GMV for the three months ended March 31, 2026 and 2025:

Previous wording

MRR is the aggregate value of all subscription plans, excluding variable platform fees, in effect on the last day of the period, assuming merchants maintain their subscription the following month. Subscription plans to both our platform and our POS Pro offering are included in this calculation. When applicable, MRR relating to subscription plans billed in a merchant's local currency is converted to USD using the respective currency exchange rate as of the period end date. Prospective merchants that have joined the platform through special new merchant trial incentives, including paid trials, are included in MRR at their trial price while merchants on free trials are excluded from the calculation of MRR through the duration of the free trial. MRR allows us to average our various pricing plans and billing periods into a single, consistent number that we can track over time. We also consider the factors that contribute to MRR, specifically the number of paying merchants using our platform, the number of merchants that are on full-price plans or paid trials, the mix of subscription plan types and overall pricing of our subscription plans. In addition, we use MRR to forecast monthly, quarterly and annual subscription plan revenue, which makes up the majority of our subscription solutions revenue. We had $193 million of MRR as of September 30, 2025 compared to $175 million as of September 30, 2024.

Current wording

MRR is the aggregate value of all subscription plans, excluding variable platform fees, in effect on the last day of the period, assuming merchants maintain their subscription the following month. Subscription plans to both our platform and our POS Pro offering are included in this calculation. When applicable, MRR relating to subscription plans billed in a merchant's local currency is converted to USD using the respective currency exchange rate as of the period end date. Prospective merchants that have joined the platform through special new merchant trial incentives, including paid trials, are included in MRR at their trial price while merchants on free trials are excluded from the calculation of MRR through the duration of the free trial. MRR allows us to average our various pricing plans and billing periods into a single, consistent number that we can track over time. We also consider the factors that contribute to MRR, specifically the number of paying merchants using our platform, the number of merchants that are on full-price plans or paid trials, the mix of subscription plan types and overall pricing of our subscription plans. In addition, we use MRR to forecast monthly, quarterly and annual subscription plan revenue, which makes up the majority of our subscription solutions revenue. We had $212 million of MRR as of March 31, 2026 compared to $182 million as of March 31, 2025.

Previous wording

In the three and nine months ended September 30, 2025, the MRR growth rate for the period was lower than the same period in 2024 driven by the impact of extending the length of the paid trials.

Current wording

In the three months ended March 31, 2026, the MRR growth rate for the period was lower than the same period in 2025 driven by the effects of the increase in subscription pricing for our Shopify Plus plan in the second quarter of 2024.

Previous wording

GMV is the total dollar value of orders facilitated through our platform including certain apps and channels for which a revenue-sharing arrangement is in place in the period, net of refunds, and inclusive of shipping and handling, duty and value-added taxes. GMV does not represent revenue earned by us. However, the volume of GMV facilitated through our platform is an indicator of the success of our merchants and the strength of our platform. Our merchant solutions revenues are also directionally correlated with the level of GMV facilitated through our platform. For the three and nine months ended September 30, 2025 we facilitated GMV of $92.0 billion and $254.6 billion, respectively (September 30, 2024 - $69.7 billion and $197.8 billion), representing year-over-year growth of 32% on a quarterly basis and 29% on a year-to-date basis (2024 vs 2023 - 24% and 23%). On a constant currency basis, in which GMV in the three and nine months ended September 30, 2025 is converted using the comparative period's monthly average exchange rates, year-over-year growth was 30% and 28%, respectively (2024 vs 2023 - 24% and 23%).

Current wording

GMV is the total dollar value of orders facilitated through our platform including certain apps and channels for which a revenue-sharing arrangement is in place in the period, net of refunds, and inclusive of shipping and handling, duty and value-added taxes. GMV does not represent revenue earned by us. However, the volume of GMV facilitated through our platform is an indicator of the success of our merchants and the strength of our platform. Our merchant solutions revenues are also directionally correlated with the level of GMV facilitated through our platform. For the three months ended March 31, 2026 we facilitated GMV of $100.7 billion (March 31, 2025 - $74.8 billion), representing year-over-year growth of 35% on a quarterly basis (2025 vs 2024 - 23%). On a constant currency basis, in which GMV in the three months ended March 31, 2026 is converted using the comparative period's monthly average exchange rates, year-over-year growth was 30% (2025 vs 2024 - 25%).

Previous wording

See Part II — Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2024 Form 10-K for details on the key components of results of operations. There have been no material changes to our key components of results of operations during the nine months ended September 30, 2025, as compared to those described in our 2024 Form 10-K.

Current wording

See Part II — Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2025 Form 10-K for details on the key components of results of operations. There have been no material changes to our key components of results of operations during the three months ended March 31, 2026, as compared to those described in our 2025 Form 10-K.

Previous wording

The following table sets forth a summary of our condensed consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024:

Current wording

The following table sets forth a summary of our condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025:

Previous wording

Subscription solutions revenues increased for the three months ended September 30, 2025 compared to the same period in 2024. The largest component of the period-over-period change was an increase in subscription fees of $79 million driven by an increase in MRR, which was the result of a larger percentage of subscriptions coming from higher priced plans, such as Plus, and by higher GMV resulting in an increase in subscription fees from the variable component of certain subscription contracts.

Current wording

Subscription solutions revenues increased for the three months ended March 31, 2026 compared to the same period in 2025. The largest component of the period-over-period change was an increase in subscription fees of $101 million driven by an increase in MRR, which was a result of a higher number of merchants using our platform and by a larger percentage of subscriptions coming from higher priced plans, such as Plus. The increase was also driven by higher GMV resulting in an increase in subscription fees from the variable component of certain subscription contracts.

Previous wording

Merchant solutions revenues increased for the nine months ended September 30, 2025 compared to the same period in 2024. The largest component of the period-over-period change was an increase in Shopify Payments revenue of $1.3 billion, relating to payment processing and currency conversion fees, growing in the nine months ended September 30, 2025 compared to the same period in 2024. This increase was a result of an increase in our Shopify Payments penetration rate and an increase in GMV from our merchants using our platform. These factors drove $44.1 billion of additional GMV facilitated using Shopify Payments in the nine months ended September 30, 2025 compared to the same period in 2024, representing growth of 37%. For the nine months ended September 30, 2025, the Shopify Payments penetration rate was 65%, resulting in GMV of $164.3 billion that was facilitated using Shopify Payments. This compares to a penetration rate of 61% resulting in GMV of $120.2 billion that was facilitated using Shopify Payments in the same period in 2024.

Current wording

Merchant solutions revenues increased for the three months ended March 31, 2026 compared to the same period in 2025. The largest component of the period-over-period change was an increase in Shopify Payments revenue of $572 million, relating to payment processing and currency conversion fees, growing in the three months ended March 31, 2026 compared to the same period in 2025. This increase was a result of an increase in our Shopify Payments penetration rate and an increase in GMV from merchants using our platform. These factors drove $19.5 billion of additional GMV facilitated using Shopify Payments in the three months ended March 31, 2026 compared to the same period in 2025, representing growth of 41%. For the three months ended March 31, 2026, the Shopify Payments penetration rate was 67%, resulting in GMV of $67.1 billion that was facilitated using Shopify Payments. This compares to a penetration rate of 64% resulting in GMV of $47.5 billion that was facilitated using Shopify Payments in the same period in 2025.

Previous wording

Cost of subscription solutions increased for the three months ended September 30, 2025 compared to the same period in 2024. The increase was driven by a $20 million increase in cloud and infrastructure costs. As a percentage of revenues, cost of subscription solutions remained flat for the three months ended September 30, 2025 compared to the same period in 2024.

Current wording

Cost of subscription solutions increased for the three months ended March 31, 2026 compared to the same period in 2025. The increase was driven by a $22 million increase in cloud and infrastructure costs which includes AI related usage.

Previous wording

Cost of merchant solutions increased for the three months ended September 30, 2025 compared to the same period in 2024. The increase was driven by higher payment processing fees resulting from an increase in GMV facilitated through Shopify Payments. As a percentage of revenues, cost of merchant solutions increased for the three months ended September 30, 2025 compared to the same period in 2024, due to Shopify Payments representing a larger percentage of total revenue.

Current wording

Cost of merchant solutions increased for the three months ended March 31, 2026 compared to the same period in 2025. The increase was driven by higher payment processing fees resulting from an increase in GMV facilitated through Shopify Payments.

Previous wording

Sales and marketing expenses increased for the nine months ended September 30, 2025 compared to the same period in 2024, due to increases of $158 million in overall marketing program spend and $39 million in employee-related costs, offset by a $17 million decrease in payouts related to our affiliate partner programs.

Current wording

Sales and marketing expenses increased for the three months ended March 31, 2026 compared to the same period in 2025, due to increases of $62 million in overall marketing program spend, $10 million in employee-related costs and $16 million in payouts related to our affiliate partner programs.

Previous wording

Research and development expenses increased for the three months ended September 30, 2025 compared to the same period in 2024, due to increases of $21 million in computer hardware and software costs and $19 million in employee-related costs.

Current wording

Research and development expenses increased for the three months ended March 31, 2026 compared to the same period in 2025, due to increases of $37 million in employee-related costs and $25 million in computer hardware and software costs, which includes AI related usage.

Previous wording

General and administrative expenses increased for the nine months ended September 30, 2025 compared to the same period in 2024, due to a reversal of a previously recorded estimated legal liability of $55 million in the second quarter of 2024 and an increase of $13 million for impairment related costs associated with right-of-use assets and leasehold improvements, offset by a decrease of $17 million in indirect taxes.

Current wording

General and administrative expenses increased for the three months ended March 31, 2026 compared to the same period in 2025, due to an increase of $6 million in indirect taxes.

Previous wording

Transaction and loan losses increased for the three months ended September 30, 2025 compared to the same period in 2024, due to increases of $73 million in losses related to Shopify Payments driven by an increase in expected losses, higher realized losses in the period and due to higher GMV processed through Shopify Payments relative to the same period in 2024 and $15 million in losses related to lending services driven by an expansion of our offerings and programs relative to the same period in 2024.

Current wording

Transaction and loan losses increased for the three months ended March 31, 2026 compared to the same period in 2025, due to increases of $28 million in losses related to lending services driven by an expansion of our offerings and programs relative to the same period in 2025 and $10 million in losses related to Shopify Payments driven by higher GMV processed through Shopify Payments relative to the same period in 2025.

Previous wording

In the three months ended September 30, 2025, we had a net loss on equity and other investments of $62 million, which included a $75 million unrealized loss in an investment option, offset by a $28 million unrealized gain in investments with readily determinable fair values which was the result of the change in share prices from June 30, 2025 to September 30, 2025. Additionally, we had an unrealized loss of $29 million on the embedded derivative held prior to the settlement of the Notes and a net loss of $21 million on our equity method investment.

Current wording

In the three months ended March 31, 2026, we had a net loss on equity and other investments of $1,064 million, which included a $1,009 million unrealized loss in investments with readily determinable fair values which was the result of the change in share prices from December 31, 2025 to March 31, 2026 and $54 million unrealized loss in an investment option. Additionally, the Company had a net loss of $21 million on our equity method investment.

Previous wording

In the three months ended September 30, 2024, we had a net gain on equity and other investments of $512 million which included a $454 million unrealized gain in investments with readily determinable fair values and was the result of the net change in share prices from June 30, 2024 to September 30, 2024 and a $59 million unrealized gain in an investment option. Additionally, we had a net loss of $28 million on our equity method investment.

Current wording

In the three months ended March 31, 2025, we had a net loss on equity and other investments of $1,021 million which included a $930 million unrealized loss in investments with readily determinable fair values and was the result of the net change in share prices from December 31, 2024 to March 31, 2025 and a $86 million unrealized loss in an investment option. Additionally, we had a net loss of $23 million on our equity method investment.

Previous wording

In the three months ended September 30, 2024, other income, net was driven by interest income of $81 million recognized on marketable securities compared to interest income of $77 million recognized on marketable securities for the same period in 2024 and net loss on foreign exchange of $4 million compared to $16 million net gain on foreign exchange for the same period in 2024.

Current wording

In the three months ended March 31, 2026, other income, net was driven by interest income of $75 million recognized on marketable securities compared to interest income of $65 million recognized on marketable securities for the same period in 2025 and net loss on foreign exchange of $9 million compared to $6 million net gain on foreign exchange for the same period in 2025.

Previous wording

The following table sets forth selected unaudited quarterly results of operations data for each of the eight quarters ended September 30, 2025. The information for each of these quarters has been derived from unaudited condensed consolidated financial statements that were prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflects all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the results of operations for these periods in accordance with U.S. GAAP. This data should be read in conjunction with our unaudited condensed consolidated financial statements and audited consolidated financial statements and related notes for the relevant period. These quarterly operating results are not necessarily indicative of our operating results for a full year or any future periods.

Current wording

The following table sets forth selected unaudited quarterly results of operations data for each of the eight quarters ended March 31, 2026. The information for each of these quarters has been derived from unaudited condensed consolidated financial statements that were prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflects all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the results of operations for these periods in accordance with U.S. GAAP. This data should be read in conjunction with our unaudited condensed consolidated financial statements and audited consolidated financial statements and related notes for the relevant period. These quarterly operating results are not necessarily indicative of our operating results for a full year or any future periods.

Previous wording

(5)Includes loss on the embedded derivative held to settle Notes of $29 million in the third quarter of 2025.

Current wording

(5) Includes loss on embedded derivative held to settle the Notes, initially with a $29 million unrealized loss during the third quarter of 2025, which then resulted in a $123 million realized loss during the fourth quarter of 2025.

Previous wording

Historically, revenues experienced a seasonal decrease in our first quarter as consumers typically reduce their spending following the holiday season resulting in a seasonal decrease in GMV, which was not completely offset by Shopify Payments penetration and MRR growth. Subsequently, revenues have increased in each of the next three quarters as a result of MRR and overall GMV growth. Our merchants have processed additional GMV during the fourth-quarter holiday seasons, and as a result, we have generated higher subscription solutions and merchant solutions revenues in our fourth quarters compared to other quarters. Due to the continued growth of our merchant solutions offerings, we believe that our business may become more seasonal in the future.

Current wording

Historically, revenues experienced a seasonal decrease in our first quarter as consumers typically reduce their spending following the holiday season resulting in a seasonal decrease in GMV per merchant, which was not completely offset by Shopify Payments penetration and MRR growth. Subsequently, revenues have increased in each of the next three quarters as a result of merchant, MRR and overall GMV growth. Our merchants have processed additional GMV during the fourth-quarter holiday seasons, and as a result, we have generated higher subscription solutions and merchant solutions revenues in our fourth quarters compared to other quarters. Due to the continued growth of our merchant solutions offerings, we believe that our business may become more seasonal in the future.

Previous wording

Our gross margin is generally driven by the mix between our higher margin subscription solutions revenue and lower margin merchant solutions revenue. While our total revenues have increased in recent periods, the mix has shifted towards merchant solutions revenue, most notably in the fourth quarter due to higher holiday volume of orders facilitated and the resulting Shopify Payments revenue during this period. We expect this overall trend to continue over time.

Current wording

Our gross margin is generally driven by the mix between our higher margin subscription solutions revenue and lower margin merchant solutions revenue. While our total revenues have increased in recent periods, the mix has shifted towards merchant solutions revenue, most notably in the fourth quarter due to higher order volumes facilitated during the holiday season and the resulting Shopify Payments revenue during this period. We expect this overall trend to continue over time.

Previous wording

Shopify maintains a short-form base shelf prospectus with the securities commissions in each of the provinces and territories of Canada, except Quebec, and a corresponding shelf registration statement on Form F-10 with the U.S. SEC. This allows us to offer Class A subordinate voting shares, preferred shares, debt securities, warrants, subscription receipts, units, or any combination thereof, from time to time during the 25-month period that the shelf prospectus is effective. The type of securities and the specific terms thereof will be determined at the time of any offering and will be described in the applicable prospectus supplement to be filed separately with Canadian securities regulators and the SEC.

Current wording

We generate liquidity through operating cash flows and the proceeds from the exercise of stock options. Shopify maintains a short-form base shelf prospectus with the securities commissions in each of the provinces and territories of Canada, except Quebec, and a corresponding shelf registration statement on Form F-10 with the U.S. SEC. This allows us to offer Class A subordinate voting shares, preferred shares, debt securities, warrants, subscription receipts, units, or any combination thereof, from time to time during the 25-month period that the shelf prospectus is effective. The type of securities and the specific terms thereof will be determined at the time of any offering and will be described in the applicable prospectus supplement to be filed separately with Canadian securities regulators and the SEC.

Previous wording

Our principal cash requirements are for working capital and ongoing operations. Excluding current deferred revenue and the Notes, working capital as of September 30, 2025 was $7.7 billion. As a result of our employee compensation program, there is a potential for an increase in cash usage as employees have the ability to elect how much of their total compensation will be in the form of cash versus stock-based compensation awards. Given the ongoing cash generated from operations and our existing cash and cash equivalents, we believe there is sufficient liquidity to meet our current and planned financial obligations over the next 12 months and into the foreseeable future. Our future financing requirements will depend on many factors, including but not limited to our growth rate, subscription renewal activity, the timing and extent of spending to support development of our platform, the expansion of sales and marketing activities, the macroeconomic conditions and overall levels of consumer spending on goods and potential strategic investments and acquisitions activity. Although we currently are not a party to any material undisclosed agreement and do not have any understanding with any third parties with respect to potential material investments in, or material acquisitions of, businesses or technologies, we may enter into these types of arrangements in the future, which could also require us to seek additional equity or debt financing. Additional funds may not be available on terms favorable to us or at all.

Current wording

Our principal cash requirements are for working capital and ongoing operations. Excluding current deferred revenue, working capital as of March 31, 2026 was $7.4 billion. Given the ongoing cash generated from operations and our existing cash and cash equivalents, we believe there is sufficient liquidity to meet our current and planned financial obligations over the next 12 months and into the foreseeable future. Our future cash requirements will depend on many factors, including but not limited to our growth rate, subscription renewal activity, the timing and extent of spending to support development of our platform, the expansion of sales and marketing activities, the macroeconomic conditions and overall levels of consumer spending on goods and potential strategic investments and acquisitions activity. Although we currently are not a party to any material undisclosed agreement and do not have any understanding with any third parties with respect to potential material investments in, or material acquisitions of, businesses or technologies, we may enter into these types of arrangements in the future, which could also require us to seek additional equity or debt financing. Additional funds may not be available on terms favorable to us or at all.

Previous wording

Cash, cash equivalents and marketable securities increased by $870 million to $6.3 billion as of September 30, 2025 from $5.5 billion as of December 31, 2024, as a result of cash provided by our operations and proceeds from the exercise of stock options partially offset by the purchase and origination of loans, net of repayments, the purchase of equity and other investments and acquisition of business, net of cash acquired. Cash equivalents and marketable securities include money market funds, term deposits, U.S. federal bonds and agency securities and corporate bonds and commercial paper, all maturing within 12 months from September 30, 2025.

Current wording

Cash, cash equivalents and marketable securities decreased by $35 million to $5.7 billion as of March 31, 2026 from $5.8 billion as of December 31, 2025, primarily as a result of cash provided by our operations and maturities of marketable securities, net of purchases, partially offset by repurchases of class A subordinate voting shares and the purchase and origination of loans, net of repayments. Cash equivalents and marketable securities include money market funds, term deposits, U.S. federal bonds and agency securities and corporate bonds and commercial paper, all maturing within 12 months from March 31, 2026.

Previous wording

The following table summarizes our total cash, cash equivalents and marketable securities as well as our operating, investing and financing activities for the nine months ended September 30, 2025 and 2024:

Current wording

The following table summarizes our total cash, cash equivalents and marketable securities as well as our operating, investing and financing activities for the three months ended March 31, 2026 and 2025:

Previous wording

(1) Excludes $676 million and $782 million of marketable securities classified in "Long-term Investments" as of September 30, 2025 and 2024, respectively.

Current wording

(1) Excludes $708 million and $894 million of marketable securities classified in "Long-term Investments" as of March 31, 2026 and 2025, respectively.

Previous wording

For the nine months ended September 30, 2025, net cash provided by operating activities was the result of operating income, once adjusted for non-cash items, offset by a use of cash due to an increase in non-cash working capital.

Current wording

For the three months ended March 31, 2026, net cash provided by operating activities was primarily the result of operating income, once adjusted for non-cash items, slightly offset by changes in working capital resulting in a use of cash.

Previous wording

Net cash used in investing activities in the nine months ended September 30, 2025 was driven by $492 million used for purchases and originations of loans, net of repayments and sales, $83 million used to purchase equity and other investment, $56 million used in acquisitions of businesses, net of cash acquired and $16 million used to purchase property and equipment, offset by $109 million provided by maturities of marketable securities, net of purchases.

Current wording

Net cash provided by investing activities in the three months ended March 31, 2026 was driven by $620 million in maturities of marketable securities, net of purchases, partially offset by $306 million used for purchases and originations of loans, net of repayments and sales and $5 million used to purchase property and equipment.

Previous wording

Net cash provided by financing activities in the nine months ended September 30, 2025 was driven by proceeds from the issuance of Class A subordinate voting shares and Class B restricted multiple voting shares as a result of stock options exercises.

Current wording

Net cash used in financing activities in the three months ended March 31, 2026 was driven by $491 million used for repurchases of Class A subordinate voting shares, partially offset by $6 million proceeds from the issuance of Class A subordinate voting shares and Class B restricted voting shares as a result of stock options exercises.

Previous wording

Our principal commitments consist of our Notes, unconditional purchase obligations and obligations under our operating leases for office space. There have been no significant changes to our principal commitments, as compared to the principal commitments described in our 2024 Form 10-K.

Current wording

Our principal commitments consist of our unconditional purchase obligations and obligations under our operating leases for office space. There have been no significant changes to our principal commitments, as compared to the principal commitments described in our 2025 Form 10-K.