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 six months ended June 30, 2026 and 2025, and our financial position as of June 30, 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.

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 and nine months ended September 30, 2026 and 2025, and our financial position as of September 30, 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 six months ended June 30, 2026, our platform facilitated gross merchandise volume ("GMV") of $216.3 billion, representing an increase of 33% from the six months ended June 30, 2025. 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 nine months ended September 30, 2026, our platform facilitated gross merchandise volume ("GMV") of $335.5 billion, representing an increase of 32% from the nine months ended September 30, 2025. A detailed description of this metric is presented below in the section entitled, "Key Performance Indicators".

Previous wording

During the six months ended June 30, 2026, our total revenue was $6.8 billion, an increase of 34% versus the six months ended June 30, 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.

Current wording

During the nine months ended September 30, 2026, our total revenue was $10.5 billion, an increase of 33% versus the nine months ended September 30, 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 six months ended June 30, 2026, subscription solutions revenues accounted for 23% of our total revenues (June 30, 2025 - 25%). 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.

Current wording

In the nine months ended September 30, 2026, subscription solutions revenues accounted for 23% of our total revenues (September 30, 2025 - 25%). 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, incremental B2B functionality 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

June 30, 2026, representing an increase of 22%. 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 June 30, 2026, MRR totaled $221 million, representing an increase of 19% relative to MRR at June 30, 2025. 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 $2.0 billion in the nine months ended September 30, 2025 to $2.4 billion in the nine months ended September 30, 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 September 30, 2026, MRR totaled $230 million, representing an increase of 19% relative to MRR at September 30, 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 augmenting our subscription solutions. During the six months ended June 30, 2026, merchant solutions revenues accounted for 77% of total revenues (June 30, 2025 - 75%). 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 $3.8 billion in the six months ended June 30, 2025 to $5.2 billion in the six months ended June 30, 2026, representing an increase of 38%.

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 nine months ended September 30, 2026, merchant solutions revenues accounted for 77% of total revenues (September 30, 2025 - 75%). 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 $5.9 billion in the nine months ended September 30, 2025 to $8.1 billion in the nine months ended September 30, 2026, representing an increase of 37%.

Previous wording

The following table shows MRR and GMV for the three and six months ended June 30, 2026 and 2025:

Current wording

The following table shows MRR and GMV for the three and nine months ended September 30, 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 $221 million of MRR as of June 30, 2026 compared to $185 million as of June 30, 2025.

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 $230 million of MRR as of September 30, 2026 compared to $193 million as of September 30, 2025.

Previous wording

In the three and six months ended June 30, 2026, the MRR growth rate for the period was higher than the same period in 2025 driven by the prior year impact of extending the length of paid trials.

Current wording

In the nine months ended September 30, 2026, the MRR growth rate for the period was higher than the same period in 2025 driven by the prior year impact of extending the length of paid trials.

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 six months ended June 30, 2026 we facilitated GMV of $115.6 billion and $216.3 billion, respectively, (June 30, 2025 - $87.8 billion and $162.6 billion), representing year-over-year growth of 32% on a quarterly basis and 33% on a year-to-date basis (2025 vs 2024 - 31% and 27%). On a constant currency basis, in which GMV in the three and six months ended June 30, 2026 is converted using the comparative period's monthly average exchange rates, year-over-year growth was 30% and 30% (2025 vs 2024 - 29% and 27%).

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 and nine months ended September 30, 2026 we facilitated GMV of $119.1 billion and $335.5 billion, respectively, (September 30, 2025 - $92.0 billion and $254.6 billion), representing year-over-year growth of 29% on a quarterly basis and 32% on a year-to-date basis (2025 vs 2024 - 32% and 29%). On a constant currency basis, in which GMV in the three and nine months ended September 30, 2026 is converted using the comparative period's monthly average exchange rates, year-over-year growth was 30% and 30% (2025 vs 2024 - 30% and 28%).

Previous wording

As a result of the continued growth of Shopify Payments, referral fees, other transaction services and other services rendered as part of strategic partnerships and Shopify Capital, our revenues from merchant solutions have increased. Merchant solutions are intended to complement subscription solutions by providing additional value to our merchants and increasing their use of our platform. Gross profit margins on Shopify Payments, the biggest driver of merchant solutions revenue, are typically lower than on subscription solutions due to the associated third-party costs of providing this solution. We view this revenue stream as beneficial to our operating margins, as Shopify Payments requires significantly less sales and marketing and research and development expenses than Shopify’s core subscription business. The lower margins on merchant solutions compared to subscription solutions means that the continued growth of merchant solutions has caused in the past, and may cause in the future, a decline in our overall gross margin percentage.

Current wording

As a result of the continued growth of Shopify Payments and select other products in merchant solutions, our revenues from merchant solutions in recent periods have grown faster than subscription solutions. Merchant solutions are intended to complement subscription solutions by providing additional value to our merchants and increasing their use of our platform. Gross profit margins on Shopify Payments, the biggest driver of merchant solutions revenue, are typically lower than on subscription solutions due to the associated third-party costs of providing this solution. We view Shopify Payments as beneficial to our operating margins, as it requires significantly less sales and marketing and research and development expenses than Shopify’s subscription business. The lower margins on merchant solutions compared to subscription solutions means that the continued growth of merchant solutions has caused in the past, and may cause in the future, a decline in our overall gross margin percentage.

Previous 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 six months ended June 30, 2026, as compared to those described in our 2025 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 nine months ended September 30, 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 six months ended June 30, 2026 and 2025:

Current wording

The following table sets forth a summary of our condensed consolidated statements of operations for the three and nine months ended September 30, 2026 and 2025:

Previous wording

Subscription solutions revenues increased for the three months ended June 30, 2026 compared to the same period in 2025. The largest component of the period-over-period change was an increase in subscription fees of $129 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.

Current wording

Subscription solutions revenues increased for the three months ended September 30, 2026 compared to the same period in 2025. The largest component of the period-over-period change was an increase in subscription fees of $125 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

Subscription solutions revenues increased for the six months ended June 30, 2026 compared to the same period in 2025. The largest component of the period-over-period change was an increase in subscription fees of $230 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.

Current wording

Subscription solutions revenues increased for the nine months ended September 30, 2026 compared to the same period in 2025. The largest component of the period-over-period change was an increase in subscription fees of $355 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 three months ended June 30, 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 $624 million, relating to payment processing and currency conversion fees, growing in the three months ended June 30, 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 $21.4 billion of additional GMV facilitated using Shopify Payments in the three months ended June 30, 2026 compared to the same period in 2025, representing growth of 38%. For the three months ended June 30, 2026, the Shopify Payments penetration rate was 68%, resulting in GMV of $78.1 billion that was facilitated using Shopify Payments. This compares to a penetration rate of 64% resulting in GMV of $56.6 billion that was facilitated using Shopify Payments in the same period in 2025.

Current wording

Merchant solutions revenues increased for the three months ended September 30, 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 $619 million, relating to payment processing and currency conversion fees, growing in the three months ended September 30, 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 $21.3 billion of additional GMV facilitated using Shopify Payments in the three months ended September 30, 2026 compared to the same period in 2025, representing growth of 35%. For the three months ended September 30, 2026, the Shopify Payments penetration rate was 68%, resulting in GMV of $81.4 billion that was facilitated using Shopify Payments. This compares to a penetration rate of 65% resulting in GMV of $60.2 billion that was facilitated using Shopify Payments in the same period in 2025.

Previous wording

Merchant solutions revenues increased for the six months ended June 30, 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 $1.2 billion, relating to payment processing and currency conversion fees, growing in the six months ended June 30, 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 our merchants using our platform. These factors drove $41.0 billion of additional GMV facilitated using Shopify Payments in the six months ended June 30, 2026 compared to the same period in 2025, representing growth of 39%. For the six months ended June 30, 2026, the Shopify Payments penetration rate was 67%, resulting in GMV of $145.1 billion that was facilitated using Shopify Payments. This compares to a penetration rate of 64% resulting in GMV of $104.1 billion that was facilitated using Shopify Payments in the same period in 2025.

Current wording

Merchant solutions revenues increased for the nine months ended September 30, 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 $1.8 billion, relating to payment processing and currency conversion fees, growing in the nine months ended September 30, 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 our merchants using our platform. These factors drove $62.2 billion of additional GMV facilitated using Shopify Payments in the nine months ended September 30, 2026 compared to the same period in 2025, representing growth of 38%. For the nine months ended September 30, 2026, the Shopify Payments penetration rate was 68%, resulting in GMV of $226.5 billion that was facilitated using Shopify Payments. This compares to a penetration rate of 65% resulting in GMV of $164.3 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 June 30, 2026 compared to the same period in 2025. The increase was driven by a $37 million increase in cloud and infrastructure costs which includes AI-related usage. Cloud and infrastructure costs remains the significant majority of our cost of subscription solutions.

Current wording

Cost of subscription solutions increased for the three months ended September 30, 2026 compared to the same period in 2025. The increase was driven by a $40 million increase in our infrastructure costs, including cloud hosting platforms, infrastructure software and LLM usage costs. Cloud hosting and infrastructure costs remain the significant majority of our cost of subscription solutions.

Previous wording

Cost of subscription solutions increased for the six months ended June 30, 2026 compared to the same period in 2025. The increase was driven by a $59 million increase in cloud and infrastructure costs which includes AI-related usage. Cloud and infrastructure costs remains the significant majority of our cost of subscription solutions.

Current wording

Cost of subscription solutions increased for the nine months ended September 30, 2026 compared to the same period in 2025. The increase was driven by a $99 million increase in our infrastructure costs including cloud hosting platforms, infrastructure software and LLM usage costs. Cloud hosting and infrastructure costs remain the significant majority of our cost of subscription solutions.

Previous wording

Cost of merchant solutions increased for the six months ended June 30, 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.

Current wording

Cost of merchant solutions increased for the nine months ended September 30, 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 three months ended June 30, 2026 compared to the same period in 2025, due to increases of $85 million in overall marketing program spend and $10 million in payouts related to our affiliate partner programs, offset by a $16 million decrease in employee-related costs.

Current wording

Sales and marketing expenses increased for the three months ended September 30, 2026 compared to the same period in 2025, due to increases of $26 million in overall marketing program spend and $21 million in payouts related to our affiliate partner programs.

Previous wording

Sales and marketing expenses increased for the six months ended June 30, 2026 compared to the same period in 2025, due to increases of $147 million in overall marketing program spend and $26 million in payouts related to our affiliate partner programs, offset by a $6 million decrease in employee-related costs.

Current wording

Sales and marketing expenses increased for the nine months ended September 30, 2026 compared to the same period in 2025, due to increases of $173 million in overall marketing program spend and $47 million in payouts related to our affiliate partner programs.

Previous wording

Research and development expenses increased for the three months ended June 30, 2026 compared to the same period in 2025, due to increases of $34 million in computer hardware and software costs, which includes AI-related usage, and $11 million in employee-related costs.

Current wording

Research and development expenses increased for the three months ended September 30, 2026 compared to the same period in 2025, due to increases of $62 million in employee-related costs including timing of product development events and $40 million in computer hardware and software costs, which includes AI-related usage.

Previous wording

Research and development expenses increased for the six months ended June 30, 2026 compared to the same period in 2025, due to increases of $59 million in computer hardware and software costs, which includes AI-related usage, and $47 million in employee-related costs.

Current wording

Research and development expenses increased for the nine months ended September 30, 2026 compared to the same period in 2025, due to increases of $109 million in employee-related costs including timing of product development events and $99 million in computer hardware and software costs, which includes AI-related usage.

Previous wording

General and administrative expenses increased for the six months ended June 30, 2026 compared to the same period in 2025, due to increases of $23 million in indirect taxes and $10 million in employee-related costs, offset by a $10 million decrease due to prior year impairment related costs associated with right-of-use assets and leasehold improvements.

Current wording

General and administrative expenses increased for the three months ended September 30, 2026 compared to the same period in 2025, due to increases of $9 million in employee-related costs and $8 million in indirect taxes.

Previous wording

General and administrative expenses increased for the three months ended June 30, 2026 compared to the same period in 2025, due to increases of $17 million in indirect taxes and $6 million in employee-related costs, offset by a $10 million decrease due to prior year impairment related costs associated with right-of-use assets and leasehold improvements.

Current wording

General and administrative expenses increased for the nine months ended September 30, 2026 compared to the same period in 2025, due to increases of $31 million in indirect taxes and $19 million in employee-related costs, offset by a $13 million decrease due to prior year impairment related costs associated with right-of-use assets and leasehold improvements.

Previous wording

Transaction and loan losses increased for the six months ended June 30, 2026 compared to the same period in 2025, due to increases of $69 million in losses related to lending services driven by an expansion of our offerings and programs relative to the same period in 2025 and $29 million in losses related to Shopify Payments driven by higher GMV processed through Shopify Payments relative to the same period in 2025.

Current wording

Transaction and loan losses decreased for the three months ended September 30, 2026 compared to the same period in 2025, due to a $41 million decrease in losses related to Shopify Payments driven by lower realized losses in the period which were offset by higher GMV processed through Shopify Payments relative to the same period in 2025. The decrease was offset by a $14 million increase in losses related to lending services driven by an expansion of our offerings and programs relative to the same period in 2025.

Previous wording

Transaction and loan losses increased for the three months ended June 30, 2026 compared to the same period in 2025, due to increases of $41 million in losses related to lending services driven by an expansion of our offerings and programs relative to the same period in 2025 and $19 million in losses related to Shopify Payments driven by higher GMV processed through Shopify Payments relative to the same period in 2025.

Current wording

Transaction and loan losses increased for the nine months ended September 30, 2026 compared to the same period in 2025, due to increases of $83 million in losses related to lending services driven by an expansion of our offerings and programs relative to the same period in 2025. The increase was offset by a decrease of $12 million in losses related to Shopify Payments driven by lower realized losses in the period which were offset by higher GMV processed through Shopify Payments relative to the same period in 2025.

Previous wording

In the three months ended June 30, 2026, we had a net gain on equity and other investments of $1.2 billion, which included a $731 million unrealized gain in investments with readily determinable fair values which was the result of the change in share prices from March 31, 2026 to June 30, 2026, $522 million in gross unrealized gains driven by an observable price change of a private investment and $11 million unrealized loss in an investment option. Additionally, the Company had a net loss of $22 million on our equity method investment.

Current wording

In the three months ended September 30, 2026, we had a net loss on equity and other investments of $127 million, which included a $126 million unrealized loss in investments with readily determinable fair values which was primarily the result of the change in share prices from June 30, 2026 to September 30, 2026. Additionally, the Company had a net loss of $21 million on our equity method investment.

Previous wording

In the six months ended June 30, 2026, we had a net gain on equity and other investments of $185 million which included $524 million in gross unrealized gains driven by an observable price change of a private investment, offset by a $278 million unrealized loss in investments with readily determinable fair values which was the result of the net change in share prices from December 31, 2025 to June 30, 2026, and a $65 million unrealized loss in an investment option. Additionally, we had a net loss of $43 million on our equity method investment.

Current wording

In the nine months ended September 30, 2026, we had a net gain on equity and other investments of $58 million which included $530 million in gross unrealized gains driven by an observable price change of a private investment, offset by a $404 million unrealized loss in investments with readily determinable fair values which was the result of the net change in share prices from December 31, 2025 to September 30, 2026, and a $65 million unrealized loss in an investment option. Additionally, we had a net loss of $64 million on our equity method investment.

Previous wording

In the six months ended June 30, 2025, we had a net loss on equity and other investments of $340 million, which included a $428 million unrealized loss in investments with readily determinable fair values which was the result of the change in share prices from December 31, 2024 to June 30, 2025 and a $72 million unrealized loss in an investment option, offset by $165 million unrealized gain on investments without readily determinable fair values which was the result of an observable price change. Additionally, we had a net loss of $47 million on our equity method investment.

Current wording

In the nine months ended September 30, 2025, we had a net loss on equity and other investments of $402 million, which included a $400 million unrealized loss in investments with readily determinable fair values which was the result of the change in share prices from December 31, 2024 to September 30, 2025 and a $147 million unrealized loss in an investment option, offset by $165 million unrealized gain on investments without readily determinable fair values which was the result of an observable price change. Additionally, we had a net loss of $68 million on our equity method investment and an unrealized loss of $29 million on the embedded derivative held prior to the settlement of the Notes.

Previous wording

In the three months ended June 30, 2026, other income, net was driven by interest income of $66 million recognized on marketable securities compared to interest income of $106 million recognized on marketable securities for the same period in 2025 and net loss on foreign exchange of $7 million compared to $24 million net gain on foreign exchange for the same period in 2025.

Current wording

In the three months ended September 30, 2026, other income, net was driven by interest income of $65 million recognized on marketable securities compared to interest income of $81 million recognized on marketable securities for the same period in 2025 and net gain on foreign exchange of $4 million compared to $4 million net loss on foreign exchange for the same period in 2025.

Previous wording

In the six months ended June 30, 2026, other income, net was driven by interest income of $141 million recognized on marketable securities compared to interest income of $171 million recognized on marketable securities for the same period in 2025 and net loss on foreign exchange of $16 million compared to $30 million net gain on foreign exchange for the same period in 2025.

Current wording

In the nine months ended September 30, 2026, other income, net was driven by interest income of $206 million recognized on marketable securities compared to interest income of $252 million recognized on marketable securities for the same period in 2025 and net loss on foreign exchange of $12 million compared to $26 million net gain on foreign exchange for the same period in 2025.

Previous wording

We had a provision for income taxes of $273 million in the three months ended June 30, 2026, compared to provision for income taxes of $173 million in the same period in 2025, as a result of earnings in various jurisdictions and unrealized gain on equity and other investments.

Current wording

We had a provision for income taxes of $37 million in the three months ended September 30, 2026, compared to provision for income taxes of $44 million in the same period in 2025, as a result of a release of valuation allowance against a portion of its U.S. federal and state deferred income tax assets and unrealized loss on equity and other investments during the three months ended September 30, 2026, largely offset by earnings in various jurisdictions.

Previous wording

Quarterly Gain (Loss) on Equity and Equity Method Investments and Other Income Trends

Current wording

Quarterly (Loss) Gain on Equity and Equity Method Investments and Other Income Trends

Previous wording

Historically, there have been no consistent trends associated with gain (loss) on equity and equity method investments and other income as changes are impacted by fluctuations in the fair value of our equity investments in public companies with readily determinable fair values, observable changes or impairments associated with our equity investments in private companies without readily determinable fair values, changes in our equity method investment based on our share of income and loss, including amortization of the basis difference, changes in the fair value of our investments in convertible notes of private companies, changes in the fair value of the embedded derivative held to settle the Notes, foreign exchange rates and interest rates. The results from these changes may fluctuate from period to period and may cause volatility to our earnings as well as impact comparability of our results from period to period.

Current wording

Historically, there have been no consistent trends associated with (loss) gain on equity and equity method investments and other income as changes are impacted by fluctuations in the fair value of our equity investments in public companies with readily determinable fair values, observable changes or impairments associated with our equity investments in private companies without readily determinable fair values, changes in our equity method investment based on our share of income and loss, including amortization of the basis difference, changes in the fair value of our investments in convertible notes of private companies, changes in the fair value of the embedded derivative previously held to settle the Notes, foreign exchange rates and interest rates. The results from these changes may fluctuate from period to period and may cause volatility to our earnings as well as impact comparability of our results from period to period.

Previous 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.

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. Concurrently with the filing of this Quarterly Report on Form 10-Q, we filed a new short-form base shelf prospectus with the Canadian securities regulators and a shelf registration statement on Form S-3 with the U.S. SEC. Once effective, the new shelf prospectus and registration statement will permit us to offer Class A subordinate voting shares, preferred shares, debt securities, warrants, subscription receipts, units, or any combination thereof, from time to time while the applicable shelf prospectus and registration statement remains 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, working capital as of June 30, 2026 was $6.7 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.

Current wording

Our principal cash requirements are for working capital and ongoing operations. Excluding current deferred revenue, working capital as of September 30, 2026 was $6.5 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

During the three months ended June 30, 2026, we repurchased$1.4 billion of our Class A subordinate voting shares under our share repurchase program. As of June 30, 2026, a total of $3.1 billion remained available for future repurchases of our Class A subordinate voting shares. See "Note 10 - Shareholders' Equity" to the condensed consolidated financial statements included in this report for more information about our share repurchase program.

Current wording

During the three months ended September 30, 2026, we repurchased$543 million of our Class A subordinate voting shares under our share repurchase program. As of September 30, 2026, a total of $2.5 billion remained available for future repurchases of our Class A subordinate voting shares. See "Note 11 - Shareholders' Equity" to the condensed consolidated financial statements included in this report for more information about our share repurchase program.

Previous wording

Cash, cash equivalents and marketable securities decreased by $831 million to $4.9 billion as of June 30, 2026 from $5.8 billion as of December 31, 2025, as a result of cash used in repurchases of Class A subordinate voting shares and the purchase and origination of loans and merchant cash advances, net of repayments, offset by cash provided by our operations and maturities of marketable securities, net of purchases. 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 June 30, 2026.

Current wording

Cash, cash equivalents and marketable securities decreased by $1.1 billion to $4.7 billion as of September 30, 2026 from $5.8 billion as of December 31, 2025, as a result of cash used in repurchases of Class A subordinate voting shares and the purchase and origination of loans and merchant cash advances, net of repayments, offset by cash provided by our operations and maturities of marketable securities, net of purchases. 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, 2026.