SHOPIFY INC.
For the period ended Mar 31, 2026. Filed May 5, 2026.
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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.
Mar 31, 2026 · Filed May 5, 2026
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10. Shareholders’ Equity
- Shareholders’ Equity
Stock-Based Compensation
As of March 31, 2026, there were 534,206,777 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 three months ended March 31, 2026:
| 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, 2025 | 10,200,678 | 80.03 | 7.22 | 826 | — | 3,486,886 | 110.16 | ||||
| Stock options granted | 2,223,132 | 116.07 | — | — | 53.58 | — | — | ||||
| Stock options exercised | (202,056) | 31.55 | — | — | — | — | — | ||||
| Stock options forfeited | (10,345) | 107.87 | — | — | — | — | — | ||||
| RSUs granted | — | — | — | — | — | 1,525,623 | 124.28 | ||||
| RSUs settled | — | — | — | — | — | (886,692) | 122.20 | ||||
| RSUs forfeited | — | — | — | — | — | (67,263) | 107.16 | ||||
| March 31, 2026 | 12,211,409 | 87.37 | 7.53 | 382 | — | 4,058,554 | 112.89 | ||||
| Stock options exercisable as of March 31, 2026 | 5,025,058 | 73.64 | 5.77 | 229 | |||||||
(1) As of March 31, 2026,12,200,273 of the outstanding stock options were granted under the Company's SOP and are exercisable for Class A subordinate voting shares and 11,136 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 March 31, 2026 and December 31, 2025.
As of March 31, 2026, the Company had issued 5,657 deferred share units ("DSUs") under its LTIP.
In connection with the acquisition of Vantage Discovery Inc. in the first quarter of 2025,252,257 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 March 31, 2026,189,193 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 loss, which includes both stock-based compensation and restricted stock-compensation expense:
| Three months ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| (in US $ millions) | ||
| Cost of revenues | 1 | 1 |
| Sales and marketing | 10 | 12 |
| Research and development | 93 | 79 |
| General and administrative | 28 | 22 |
| 132 | 114 | |
Share Repurchase Program
In the first quarter of 2026, the Company's Board of Directors authorized a share repurchase program of up to $2 billion of the Company’s outstanding Class A subordinate voting shares. The share repurchase program went into effect on February 17, 2026, has no fixed expiration date, and may be amended, suspended, or discontinued at any time, subject to applicable laws.
Repurchases may be made through open-market purchases on the Nasdaq, privately negotiated transactions including block trades, or other means, in each case in compliance with applicable securities laws. The timing, number, and value of any Class A subordinate voting shares repurchased will depend on a variety of factors, including price, general business and market conditions, applicable legal requirements, and alternative investment opportunities. In accordance with applicable securities laws, the maximum number of Class A subordinate voting shares repurchased will not exceed 5% of Shopify’s issued and outstanding Class A subordinate voting shares.
The following table summarizes repurchase activity under our share repurchase program for the three months ended March 31, 2026:
| Shares Repurchased(1) | Average Price per Share(2) | Value of Shares Repurchased(2) | Remaining Amount Authorized | |
|---|---|---|---|---|
| (in US $ millions, except share and share price amounts) | ||||
| Balance, beginning of the period | $— | |||
| Authorization of share repurchases | 2,000 | |||
| Repurchase of shares of class A subordinate voting shares | 4,214,019 | $121.89 | 514 | (514) |
| Balance, end of the period | $1,486 | |||
(1)These repurchased shares of Class A subordinate voting shares were recognized within "Common stock".
(2)Excludes immaterial broker commissions and excise tax accruals.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.