Shopify Inc.(Exact name of registrant as specified in its charter) (IRS Employer Identification No.) Registrant’s telephone number, including area code:(613) 241-2828 x 1045 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growthcompany" in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The registrant had 1,208,570,347 Class A Subordinate Voting Shares, 78,073,584 Class B Restricted Voting Shares and 1 Founder Share issued andoutstanding as of July31, 2026. Shopify Inc.TABLE OF CONTENTS Part I: Financial Information Page Item 1: Financial Statements (unaudited)5Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations26Item 3: Quantitative and Qualitative Disclosures About Market Risk41Item 4: Controls and Procedures44 Part II: Other Information Item 1: Legal Proceedings46Item 1A: Risk Factors46Item 2: Unregistered Sales of Equity Securities and Use of Proceeds46Item 3: Defaults Upon Senior Securities46Item 4: Mine Safety Disclosures46Item 5: Other Information47Item 6: Exhibits48Signatures48 Forward-Looking Statements This Quarterly Report on Form 10-Q contains forward-looking statements under the provisions of the United States("U.S.") Private Securities Litigation Reform Act of 1995, Section 27A of the U.S. Securities Act of 1933 (as amended, the"Securities Act"), Section 21E of the U.S. Securities Exchange Act of 1934 (as amended, the "Exchange Act") andforward-looking information within the meaning of applicable Canadian securities legislation. In some cases, you can identify forward-looking statements by terminology such as "enable", "may", "might", "will","should", "could", "expects", "focused on", "intends", "plans", "anticipates", "believes", "predicts", "potential", "continue","become", "seek", "strive" or the negative of these terms or other similar words. Any forward-looking statements are basedon our management’s perception of historic trends, current conditions and expected future developments, as well as otherassumptions that management believes are appropriate in the circumstances. In addition, any statements or informationthat refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events orcircumstances, including any underlying assumptions, are forward-looking. In particular, forward-looking statementsinclude, but are not limited to, statements about: •our ability to: expand, grow and retain our merchant base; localize features; offer more sales channels that canconnect to our platform; increase and extend the functionality of our platform; catalyze merchants' sales growth;leverage emerging technologies, including artificial intelligence ("AI"); enhance our ecosystem and partnerprograms; provide a high level of merchant service; hire key talent and retain and motivate qualified personnel;and maximize long-term value;•our products and solutions enabling and increasing the probability of merchant success;•our beliefs regarding future macroeconomic conditions and their impact on Shopify and our merchants, includingwith regard to inflationary pressures, international trade risks and trade protection measures, including tariffs,trade wars, barriers and restrictions, or threats of such actions and related uncertainty;•the expected impact of seasonality on our current and future business;•our exposure to fluctuations in foreign currencies;•the ability to grow our addressable markets and meet merchant needs;•our expectation that we will continue to invest in data analytics, machine learning and AI;•our expectations regarding the development of emerging technologies, including AI, an