SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934


For the month of
May
2024

Commission File Number
001-37400

 Shopify Inc.
(Translation of registrant’s name into English)

151 O’Connor Street, Ground Floor
Ottawa, Ontario, Canada K2P 2L8
(Address of principal executive offices)
    
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:


Form 20-F
Form 40-F
X

    Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):          

    Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):           












DOCUMENTS INCLUDED AS PART OF THIS REPORT

Exhibits


99.1    Shopify Inc. – Interim Financial Statements for the First Quarter ended March 31, 2024

99.2    Shopify Inc. – Interim Management’s Discussion and Analysis for the First Quarter ended March 31, 2024

99.3    Shopify Inc. – Form 52-109F2 Certificate of Interim Filings by CEO (pursuant to Canadian regulations)

99.4    Shopify Inc. – Form 52-109F2 Certificate of Interim Filings by CFO (pursuant to Canadian regulations)


Exhibits 99.1 and 99.2 of this Report on Form 6-K are incorporated by reference into the Registration Statement on Form F-10 of the Registrant, which was originally filed with the Securities and Exchange Commission (the “SEC”) on September 9, 2022 (File No. 333-267353), the Registration Statement on Form S-8 of the Registrant, which was originally filed with the SEC on May 29, 2015 (File No. 333-204568), the Registration Statement on Form S-8 of the Registrant, which was originally filed with the SEC on May 12, 2016 (File No. 333-211305), the Registration Statement on Form S-8 of the Registrant, which was originally filed with the SEC on July 28, 2021 (File No. 333-258230), the Registration Statement on Form S-8 of the Registrant, which was originally filed with the SEC on July 21, 2022 (File No. 333-266243), and the Registration Statement on Form S-8 of the Registrant, which was originally filed with the SEC on September 9, 2022 (File No. 333-267364).





SIGNATURES


    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Shopify Inc.
(Registrant)
Date:May 8, 2024By:/s/ Michael L Johnson
Name: Michael L Johnson
Title: Corporate Secretary


EXHIBIT 99.1




shopify_logoxblack1a.jpg

Condensed Consolidated
Financial Statements
(unaudited)
March 31, 2024



Shopify Inc.
Condensed Consolidated Balance Sheets
(unaudited)
(Expressed in US millions, except share amounts)
As of 
March 31, 2024December 31, 2023
$$
Assets
Current assets
Cash and cash equivalents1,6231,413
Marketable securities3,5543,595
Trade and other receivables, net265282
Loans and merchant cash advances, net815816
Other current assets183169
6,4406,275
Long-term assets
Property and equipment, net5249
Operating lease right-of-use assets, net9698
Intangible assets, net2529
Deferred tax assets4344
Equity and other investments ($2,621 and $2,977, carried at fair value)
3,2943,597
Equity method investment735780
Goodwill427427
4,6725,024
Total assets11,11211,299
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities589579
Deferred revenue296302
Operating lease liabilities1717
902898
Long-term liabilities
Deferred revenue183196
Operating lease liabilities212217
Convertible senior notes916916
Deferred tax liabilities66
1,3171,335
Contingencies (Note 10)
Shareholders’ equity
Common stock, unlimited Class A subordinate voting shares authorized, 1,208,869,243 and 1,207,318,947, issued and outstanding; unlimited Class B restricted voting shares authorized, 79,258,749 and 79,251,346 issued and outstanding; 1 Founder share authorized, 1 and 1 issued and outstanding
9,2839,201
Additional paid-in capital277251
Accumulated other comprehensive (loss) income(4)4
Accumulated deficit(663)(390)
Total shareholders’ equity8,8939,066
Total liabilities and shareholders’ equity11,11211,299

The accompanying notes are an integral part of these condensed consolidated financial statements.



2


Shopify Inc.
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income
(unaudited)
(Expressed in US millions, except share and per share amounts)
Three months ended
March 31, 2024March 31, 2023
$$
Revenues
Subscription solutions511 382 
Merchant solutions1,350 1,126 
1,861 1,508 
Cost of revenues
Subscription solutions95 84 
Merchant solutions809 707 
904 791 
Gross profit957 717 
Operating expenses
Sales and marketing361 287 
Research and development335 458 
General and administrative124 123 
Transaction and loan losses51 42 
Total operating expenses871 910 
Income (loss) from operations86 (193)
Other (expense) income, net
Interest income79 52 
Net unrealized (loss) gain on equity and other investments(373)215 
Net loss on equity method investment(44)— 
Foreign exchange (loss) gain(4)2 
Total other (expense) income, net(342)269 
(Loss) income before income taxes(256)76 
Provision for income taxes(17)(8)
Net (loss) income(273)68 
Net (loss) income per share attributable to shareholders:
Basic $(0.21)$0.05 
Diluted$(0.21)$0.05 
Weighted average shares used to compute net (loss) income per share attributable to shareholders:
Basic1,287,376,7191,276,884,726
Diluted1,287,376,7191,291,682,051
Other comprehensive (loss) income
Unrealized (loss) gain on cash flow hedges(8)9 
Tax effect on unrealized (loss) gain on cash flow hedges— — 
Total other comprehensive (loss) income(8)9 
Comprehensive (loss) income(281)77 

The accompanying notes are an integral part of these condensed consolidated financial statements.
3


Shopify Inc.
Condensed Consolidated Statements of Changes in Shareholders’ Equity
(unaudited)
(Expressed in US millions, except share amounts)
Common Stock  Additional
Paid-In Capital
$		Accumulated Other Comprehensive Income (Loss)
$		Accumulated Deficit
$		Total
$
SharesAmount
$
As of December 31, 20221,275,128,567 8,747 30 (16)(522)8,239 
Exercise of stock options624,667 13 (7)— — 6 
Stock-based compensation— — 135 — — 135 
Vesting of restricted share units2,923,934 116 (116)— — — 
Issuance of restricted shares related to business acquisitions238,468 10 (10)— — — 
Net income and comprehensive income for the period— — — 9 68 77 
As of March 31, 20231,278,915,636 8,886 32 (7)(454)8,457 


Common Stock  Additional
Paid-In Capital
$		Accumulated Other Comprehensive Income (Loss)
$		Accumulated Deficit
$		Total
$
SharesAmount
$
As of December 31, 20231,286,570,294 9,201 251 4 (390)9,066 
Exercise of stock options351,486 6 (3)— — 3 
Stock-based compensation— — 105 — — 105 
Vesting of restricted share units1,206,213 76 (76)— — — 
Net loss and comprehensive loss for the period— — — (8)(273)(281)
As of March 31, 20241,288,127,993 9,283 277 (4)(663)8,893 


The accompanying notes are an integral part of these condensed consolidated financial statements.
4


Shopify Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
(Expressed in US millions)

Three months ended
March 31, 2024March 31, 2023
$$
Cash flows from operating activities
Net (loss) income for the period(273)68
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Amortization and depreciation1030
Stock-based compensation105135
Provision for transaction and loan losses2828
Deferred income tax expense11
Revenue related to non-cash consideration(35)(48)
Net loss (gain) on equity and other investments373(215)
Net loss on equity method investment44—
Unrealized foreign exchange loss (gain)6(3)
Changes in operating assets and liabilities(21)104
Net cash provided by operating activities238100
Cash flows from investing activities
Purchases of property and equipment(6)(14)
Purchases of marketable securities(2,137)(1,098)
Maturities of marketable securities2,1471,397
Purchases and originations of loans(575)(349)
Repayments and sales of loans545166
Purchases of equity and other investments(1)(90)
Acquisition of businesses, net of cash acquired—(31)
Net cash used in investing activities(27)(19)
Cash flows from financing activities
Proceeds from the exercise of stock options36
Net cash provided by financing activities36
Effect of foreign exchange on cash and cash equivalents(4)2
Net increase in cash and cash equivalents21089
Cash and cash equivalents – Beginning of Period1,4131,649
Cash and cash equivalents – End of Period1,6231,738
Supplemental cash flow information:
Cash paid for income taxes, net910

The accompanying notes are an integral part of these condensed consolidated financial statements.
5

Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(unaudited)
(Expressed in US millions, except share and per share amounts)
1.Nature of Business

Shopify Inc. ("Shopify" or the "Company") was incorporated as a Canadian corporation on September 28, 2004. Shopify is a leading global commerce company that provides essential internet infrastructure for commerce, offering trusted tools to start, scale, market, and run a business of any size. Shopify makes commerce better for everyone with a software platform and services that are engineered for simplicity and reliability, while delivering a better shopping experience for consumers everywhere. The Company's software enables merchants to run their business across all of their sales channels, including web and mobile storefronts, physical retail locations, social media storefronts, and marketplaces. The Shopify platform provides merchants with a single view of their business across all of their sales channels and enables them to manage products and inventory, process orders and payments, fulfill and ship orders, build customer relationships, source products, leverage analytics and reporting, and access financing, all from one integrated back office.

Founded in Ottawa, Canada, the Company's principal place of business is the internet.

2.Basis of Presentation and Consolidation

These unaudited condensed consolidated financial statements include the accounts of the Company and its directly and indirectly held wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation.
These unaudited condensed consolidated financial statements of the Company have been presented in U.S. dollars ("USD") and have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), including the applicable rules and regulations of the Securities and Exchange Commission ("SEC") regarding financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.
In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of its financial position, results of operations and comprehensive (loss) income, changes in shareholders' equity and cash flows for the interim periods. The financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2023. The condensed consolidated balance sheet at December 31, 2023 was derived from the audited annual financial statements, but does not contain all of the footnote disclosures from the annual financial statements.
The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results expected for the full fiscal year.

3.Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2024, as compared to the significant accounting policies described in the Company’s annual consolidated financial statements for the year ended December 31, 2023.

Use of Estimates

The preparation of the condensed consolidated financial statements, in accordance with U.S. GAAP, requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from the estimates made by management. Significant estimates, judgments and assumptions in these condensed consolidated financial statements include: key judgments related to revenue recognition in determining whether the Company is the principal or an agent to the arrangements with merchants; estimates and judgments
6

Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(unaudited)
(Expressed in US millions, except share and per share amounts)

involved in applying the measurement alternative associated with equity and other investments in private companies, including revenue growth rates and revenue multiples based on market comparables; estimates involved in our equity method investment; probabilities of achieving performance milestones associated with non-cash revenue consideration from strategic partnerships; and the probability and amount of loss contingencies.

Concentration of Credit Risk

The Company’s cash and cash equivalents, marketable securities, trade and other receivables, loans, merchant cash advances, and foreign exchange derivative instruments subject the Company to concentrations of credit risk. Management mitigates this risk associated with cash and cash equivalents by making deposits and entering into foreign exchange derivative products only with large banks and financial institutions that are considered to be highly creditworthy. We limit the amount of credit exposure with any one financial institution and conduct timely evaluations of the credit worthiness of these financial institutions. Management mitigates the risks associated with marketable securities by adhering to its investment policy, which stipulates minimum rating requirements, maximum investment exposures and maximum maturities. Due to the Company’s diversified merchant base, there is no particular concentration of credit risk related to the Company’s trade and other receivables, and loans receivable and merchant cash advances. Trade and other receivables, and loans receivable and merchant cash advances are monitored on an ongoing basis to ensure timely collection of amounts. The Company has mitigated some of the risks associated with Shopify Capital by opening insurance policies with Export Development Canada ("EDC"), a wholly-owned corporation of the Government of Canada, who is AAA rated as of March 31, 2024. The Company pays EDC a monthly premium based on total eligible dollars advanced, and records this as "General and administrative" expense in the condensed consolidated statements of operations and comprehensive (loss) income. All policies include a deductible set at either a specified dollar loss threshold or calculated as a percentage of eligible advances issued. After considering the Company’s deductible and the insurer's maximum liability under the policies, the majority of the Company's gross outstanding balance of loans and merchant cash advances as of March 31, 2024 is covered. The receivable related to insurance recoveries, if any, is included in "Loans and merchant cash advances, net" in the condensed consolidated balance sheets. There are no receivables from individual merchants accounting for 10% or more of revenues or receivables.

Equity and Other Investments Risk

The Company holds equity and other investments that are subject to a wide variety of market-related risks that could substantially reduce or increase the fair value of our holdings. The Company's equity and other investments in public companies are recorded at fair value, which is subject to market price volatility. The Company also holds an investment option to purchase Series B common shares in Klaviyo, Inc., which is accounted for as a derivative instrument and valued using the Black-Scholes model, and is subject to market price volatility as well as a discount for lack of marketability. The Company's equity investments in private companies are recorded using the measurement alternative and are assessed each reporting period for observable price changes and impairments, which may involve estimates and judgments given the lack of readily available market data. Certain equity investments in private companies are in the early stages of development and are inherently risky due to their lack of operational history. Furthermore, for the equity method investment, Shopify's share of income and loss from these investments may cause volatility to Shopify's earnings. The Company's debt investments in convertible notes of private companies are recorded at fair value, which are impacted by the underlying entities' valuations and interest rates.

The Company has a high concentration of risk associated with a small number of equity and other investments that are impacted by fluctuations in their fair values or by observable changes or impairments.
7

Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(unaudited)
(Expressed in US millions, except share and per share amounts)


Foreign Exchange Risk

The Company's results of operations and foreign currency assets and liabilities are exposed to foreign currency fluctuations.

While the majority of the Company's revenues, cost of revenues, and operating expenses are denominated in USD, a significant portion are denominated in foreign currencies. Due to offering Shopify Payments, Shopify Capital, subscriptions and other billings to select countries in local currency, a significant proportion of revenue transactions are denominated in British pound sterling ("GBP"), Euros, and Canadian dollars ("CAD"). Furthermore, as the Company continues to have significant Canadian operations and as operations continue to expand internationally, a significant proportion of operating expenses are also incurred in the aforementioned foreign currencies.

Although foreign currency fluctuations associated with revenues and costs may partially offset one another in earnings, the Company uses foreign exchange derivative products to mitigate a portion of the remaining exposure of foreign currency fluctuations as discussed in Note 4. By their nature, derivative financial instruments involve risk, including the credit risk of non-performance by counterparties.

4.Financial Instruments

The Company measures financial instruments based on quoted prices in active markets (Level 1), inputs from similar instruments such as quoted prices or other observable market data (Level 2), or where little or no market activity exists, using unobservable inputs that require judgment or estimation (Level 3).

Debt Securities

The Company holds certain debt securities that are classified as held-to-maturity at the time of purchase as the Company has both the positive intent and ability to hold to maturity. The fair value of corporate bonds are based upon Level 2 inputs, which include period-end mid-market quotations for each underlying contract as calculated by the financial institution with which the Company has transacted. The quotations are based on bid/ask quotations and represent the discounted future settlement amounts based on current market rates.

The Company also holds debt securities in the form of convertible notes in private companies classified as available-for-sale for which the Company has elected to apply the fair value option. The investments are carried at fair value at each balance sheet date and any movements in the fair values are recognized in the condensed consolidated statement of operations and comprehensive (loss) income.

8

Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(unaudited)
(Expressed in US millions, except share and per share amounts)

The following tables summarize debt securities by balance sheet classification and level within the fair value hierarchy:

As of March 31, 2024
Carrying Value
Cash EquivalentsMarketable SecuritiesEquity and Other InvestmentsFair Value
$$$$
Level 1:
U.S. term deposits—445—458
U.S. federal bonds and agency securities151,4721751,662
Corporate bonds and commercial paper301——301
3161,9171752,421
Level 2:
Corporate bonds and commercial paper—1,637—1,637
Level 3:
Convertible notes in private companies——506506
3163,5546814,564

The fair values of marketable securities above include accrued interest of $14, which is excluded from the carrying amounts. The accrued interest is included in "Trade and other receivables, net" in the condensed consolidated balance sheets. Additional accrued interest of $31 recognized on the convertible notes in private companies is included in the carrying amount and fair value above.


As of December 31, 2023
Carrying Value
Cash EquivalentsMarketable SecuritiesEquity and Other InvestmentsFair Value
$$$$
Level 1:
U.S. term deposits—445—458
U.S. federal bonds and agency securities—1,5411151,657
Canadian federal bonds and agency securities—100—100
Corporate bonds and commercial paper152——152
1522,0861152,367
Level 2:
Corporate bonds and commercial paper—1,509—1,509
Level 3:
Convertible notes in private companies——495495
1523,5956104,371

The fair values above include accrued interest of $15, which is excluded from the carrying amounts. The accrued interest is included in "Trade and other receivables, net" in the condensed consolidated balance sheets. Additional accrued interest of $21 recognized on the convertible notes in private companies is
9

Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(unaudited)
(Expressed in US millions, except share and per share amounts)

included in the carrying amount and fair value above.

The following table outlines estimated fair values of our debt investments by date of contractual maturity as of March 31, 2024:
Fair Value
Due within one year$3,883 
Due after one year to three years175 
$4,058 



Equity Securities

The Company holds equity investments in public companies that were obtained through a combination of direct investment and strategic partnerships.

Equity investments with readily determinable fair values are comprised of:
March 31, 2024December 31, 2023
Level 1Level 3TotalLevel 1Level 3Total
$$$$$$
Global-E Online Ltd.(1)
7851780285618874
Affirm Holdings, Inc.756—756997—997
Klaviyo, Inc.(2)
35398451376113489
1,8941152,0092,2291312,360
(1) In the three months ended March 31, 2024, $nil was transferred from Level 3 to Level 1 (March 31, 2023 - $34 due to the vesting of warrants). The equity investments categorized as Level 3 in the fair value hierarchy represent unvested warrants that require the application of a discount for lack of marketability which was 5% at March 31, 2024 (December 31, 2023 - 8%).
(2) In the three months ended March 31, 2024, $9 was transferred from Level 3 to Level 1 due to the vesting of warrants. The equity investments categorized as Level 3 in the fair value hierarchy represent unvested warrants that require the application of a discount for lack of marketability which was 20% at March 31, 2024 (December 31, 2023 - 21%).

Adjustments related to equity and other investments with readily determinable fair values for the three months ended March 31, 2024 and 2023 were as follows:

Three months ended
March 31, 2024March 31, 2023
$$
Balance, beginning of the period2,360 648 
Adjustments related to equity and other investments with readily determinable fair values:
Sale of equity and other investments— (1)
Net unrealized (losses) gains(351)291 
Balance, end of the period2,009 938 


Equity Investments without Readily Determinable Fair Values

The carrying value of equity investments in private companies without readily determinable fair values are:
10

Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(unaudited)
(Expressed in US millions, except share and per share amounts)

March 31, 2024December 31, 2023
$$
Total initial value821 820 
Cumulative gross unrealized gains56 55 
Cumulative gross unrealized losses and impairment(379)(370)
Total carrying value of equity and other investments without readily determinable fair values498 505 



Adjustments related to equity and other investments without readily determinable fair values for the three months ended March 31, 2024 and 2023 were as follows:
Three months ended
March 31, 2024March 31, 2023
$$
Balance, beginning of the period505 1,085 
Adjustments related to equity and other investments without readily determinable fair values:
Purchases of equity and other investments1 90 
Investments received as non-cash consideration in exchange for services— 17 
Gross unrealized gains1 2 
Gross unrealized losses and impairments(1)
(9)(77)
Balance, end of the period498 1,117 
(1) During the three months ended March 31, 2024 and 2023, the Company identified an observable price change resulting in the remeasurement of a private investment at fair value on a non-recurring basis. The resulting unrealized losses were presented as "Net unrealized (loss) gain on equity and other investments" in the condensed consolidated statement of operations and comprehensive (loss) income.

As of March 31, 2024, included in the total $498 of equity and other investments without readily determinable fair values, $367 was remeasured at fair value and was classified within Level 3 of the fair value measurement hierarchy on a non-recurring basis.

Consistent with the Company's ongoing strategic investments, the Company invested $101 in private companies in April 2024.

Equity Method Investment

The Company holds an equity method investment in Flexport which is presented within "Equity method investment" in the condensed consolidated balance sheets and is carried at the amount of Shopify’s original investment, as adjusted each period for Shopify’s share of the investee’s income or loss and the basis difference amortization, which is the difference between the fair value of our investment in the company and the underlying equity in the net assets of the investee. Results are reported with a one-quarter delay due to the timing of financial information availability from the investee. For the three months ended March 31, 2024, our share of the loss in the investee for the period was $44 and is presented within "Net loss on equity method investment" in the condensed consolidated statement of operations and comprehensive (loss) income.
11

Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(unaudited)
(Expressed in US millions, except share and per share amounts)


Derivative Instruments and Hedging

As of March 31, 2024, the Company held foreign exchange forward contracts and options for USD, GBP and CAD with a total notional value of $475 (December 31, 2023 - $473), to fund a portion of its operations. The fair value of foreign exchange forward contracts and options was based upon Level 2 inputs, which included period-end mid-market quotations for each underlying contract as calculated by the financial institution with which the Company has transacted. The quotations are based on bid/ask quotations and represent the discounted future settlement amounts based on current market rates.

Derivative Instruments Designated as Hedges

The Company has a hedging program to mitigate the impact of foreign currency fluctuations on future cash flows and earnings. Under this program, the Company has entered into foreign exchange forward contracts and options with certain financial institutions and designated those hedges as cash flow hedges. The Company is hedging cash flows associated with payroll and facility costs.

The fair values of outstanding derivative instruments were as follows:
March 31, 2024December 31, 2023
$$
Level 2:
Foreign exchange forward contracts and options assets (classified in other current assets)1 6 
Foreign exchange forward contract liabilities (classified in accounts payable and accrued liabilities)2 3 

12

Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(unaudited)
(Expressed in US millions, except share and per share amounts)

Unrealized gains and losses related to changes in the fair value of foreign exchange forward contracts and options designated as cash flow hedges were as follows:
March 31, 2024March 31, 2023
$$
Unrealized gains— 2 
Unrealized losses(2)(7)
Total net unrealized (losses) gains(2)(5)

These unrealized gains and losses were included in "Accumulated other comprehensive (loss) income", "Other current assets" and "Accounts payable and accrued liabilities" in the condensed consolidated balance sheets. These amounts are expected to be reclassified into earnings over the next twelve months.

Realized losses related to the maturity of foreign exchange forward contracts and options designated as cash flow hedges were as follows:
Three months ended
March 31, 2024March 31, 2023
$$
Realized losses in operating expenses— (8)

Derivative Instruments Not Designated as Hedges

The Company holds an investment option to purchase 15,743,174 of Series B common shares of Klaviyo, Inc. at an exercise price of $88.93 with an expiration date of July 28, 2030. The options are fair valued quarterly under Level 3 of the fair value hierarchy as certain unobservable inputs are used within the Black-Scholes model as well as a discount for lack of marketability. The fair value of the options as of March 31, 2024, utilizing a discount for lack of marketability of 30%, was $106 (December 31, 2023 - 31%, and $122) and is presented within "Equity and other investments" in the condensed consolidated balance sheets. The Company recognized an unrealized loss of $16 for the three months ended March 31, 2024 and is presented as a component of "Net unrealized (loss) gain on equity and other investments".

5.Trade and Other Receivables

When revenue is recognized, the Company records a receivable that is included in "Trade and other receivables, net" in the condensed consolidated balance sheet. Trade receivables and unbilled revenues, net of allowance for credit losses, were as follows:
 March 31, 2024December 31, 2023December 31, 2022
$$$
Unbilled revenues, net125 132 123 
Trade receivables, net53 62 80 
Indirect taxes receivable46 46 31 
Other receivables27 27 23 
Accrued interest14 15 16 
 265 282 273 

Unbilled revenues represent amounts not yet billed related to partner referral fees, subscription fees for Plus merchants, shipping charges and transaction fees as of the condensed consolidated balance sheet date.

13

Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(unaudited)
(Expressed in US millions, except share and per share amounts)

The allowance for credit losses reflects the Company's best estimate of probable losses inherent in the unbilled revenues and trade receivables accounts. The Company determined the provision based on known troubled accounts, historical experience, supportable forecasts of collectibility and other currently available evidence.

Activity in the allowance for credit losses was as follows:
Three months ended
March 31, 2024
$
March 31, 2023
$
Balance, beginning of the period13 16 
Provision for credit losses related to uncollectible receivables6 5 
Write-offs(3)(7)
Balance, end of the period16 14 

6.Loans and Merchant Cash Advances
    
March 31, 2024December 31, 2023December 31, 2022
$$$
Loans receivable, gross(1)
747 732 228 
Allowance for credit losses related to uncollectible loans receivable(72)(60)(19)
Merchant cash advances receivable, gross172 180 420 
Allowance for credit losses related to uncollectible merchant cash advances receivable(32)(36)(49)
Loans and merchant cash advances, net815 816 580 
(1) Included in the loans receivable gross balance as of March 31, 2024 is $8 of interest receivable (December 31, 2023 - $10, December 31, 2022 - $3).

Certain loans and merchant cash advances are facilitated by the Company and originated by a bank partner, from whom the Company then purchases the loans and merchant cash advances obtaining all rights, title and interest or discount. In the three months ended March 31, 2024 and 2023, the Company purchased $587 and $362, respectively, of merchant cash advances and loans to Shopify merchants. For some loans, the Company sells its full rights, title and interest to third-party investors. We account for the asset transfer as a sale and derecognize the full amount the Company paid to its bank partner to originate the loan and record a gain on sale of the loans sold to the third-party investor as revenue upon transfer of title. In the three months ended March 31, 2024 and 2023, the Company sold $54 and $6, respectively, of loans to third-party investors.

In the three months ended March 31, 2024 and 2023, the Company recognized revenue of $39 and $19, respectively, related to interest and fees earned on the Company's lending services, which do not represent revenues recognized in the scope of ASC 606, Revenue from Contracts with Customers.
14

Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(unaudited)
(Expressed in US millions, except share and per share amounts)


Loans

The following table summarizes the activities of the Company’s allowance for credit losses related to uncollectible loans receivable:
Three months ended
March 31, 2024March 31, 2023
$$
Allowance, beginning of the period60 19 
Provision for credit losses related to uncollectible loans receivable22 8 
Loans receivable charged off, net of recoveries(10)(2)
Allowance, end of the period72 25 

The following table presents the delinquency status of the gross amount of merchant loans by year of origination. The delinquency status is determined based on the number of days past the contractual or expected repayment date for which the Company anticipates to receive the amounts outstanding. The "current" category represents balances that are within 29 days of the contractual repayment dates, or within 29 days of the expected repayment date.
March 31, 2024
Year of origination
20242023TotalPercent
Current$394 $305 $699 93.6 %
30-59 Days— 4 4 0.5 %
60-89 Days— 3 3 0.4 %
90-179 Days— 9 9 1.2 %
180+ Days— 32 32 4.3 %
Total$394 $353 $747 100.0 %

December 31, 2023
Year of origination
20232022TotalPercent
Current$696 $— $696 95.1 %
30-59 Days5 — 5 0.7 %
60-89 Days2 — 2 0.3 %
90-179 Days7 — 7 0.9 %
180+ Days22 — 22 3.0 %
Total$732 $— $732 100.0 %

The Company maintains an internal monitoring list related to its outstanding loans. A merchant's ability and willingness to repay the financing receivables outstanding under the program is analyzed for a variety of factors that include, but are not limited to: current or expected age of the financing, merchant subscription or financing status, merchant GMV trends and other changes to merchant credit profiles. In March 2023, the Company modified its policy to charging off receivables outstanding under the program when the merchant receivable is included on its internal monitoring list for a period of 150 consecutive days (previously 90 consecutive days).
15

Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(unaudited)
(Expressed in US millions, except share and per share amounts)


Merchant Cash Advances

The following table summarizes the activities of the Company’s allowance for credit losses related to uncollectible merchant cash advances receivable:
Three months ended
March 31, 2024March 31, 2023
$$
Allowance, beginning of the period36 49 
Provision for credit losses related to uncollectible merchant cash advances receivable3 8 
Merchant cash advances receivable charged off, net of recoveries(7)(9)
Allowance, end of the period32 48 

7.Deferred Revenue
    
Three months ended
 March 31, 2024March 31, 2023
$$
Balance, beginning of the period498 564 
Deferral of revenue115 97 
Recognition of deferred revenue(134)(105)
Balance, end of the period479 556 


March 31, 2024March 31, 2023
$$
Current portion296 324 
Long-term portion183 232 
479 556 

The opening balances of current and long-term deferred revenue were $296 and $268, respectively, as of January 1, 2023.

As of March 31, 2024, the long-term deferred revenue, excluding non-cash consideration received, will be recognized ratably over the remaining terms of the contracts with the customers, which range from two to three years.

The Company has received non-cash consideration in the form of equity investments in exchange for services to be rendered as part of strategic partnerships. As the Company is required to provide referral services and other services to support the partners' merchant offerings over the period of the performance obligations, revenue is deferred and recognized over time on a ratable basis over the expected terms of the contracts.

16

Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(unaudited)
(Expressed in US millions, except share and per share amounts)

The table below summarizes the gross changes in deferred revenue associated with this non-cash consideration received for the three months ended March 31, 2024 and 2023.

Three months ended
 March 31, 2024March 31, 2023
$$
Balance, beginning of the period284 382 
Non-cash consideration received in exchange for services— 17 
Revenue recognized related to non-cash consideration(35)(48)
Balance, end of the period249 351 
Current portion73 137 
Long term portion176 214 
249 351 

The Company will recognize this revenue ratably over the remaining terms of the respective strategic partnership service agreements, which range from one to five years.

8.Convertible Senior Notes

In September 2020, the Company issued $920 aggregate principal amount of 0.125% convertible senior notes due 2025 (the "Notes"). The net proceeds from the issuance of the Notes were $908 after deducting underwriting fees and offering costs.

The interest on the Notes is payable semi-annually in arrears on May 1 and November 1 of each year, beginning on May 1, 2021. The Notes will mature on November 1, 2025, unless earlier redeemed or repurchased by the Company or converted pursuant to their terms.

The Notes have a conversion rate of 6.9440 Class A subordinate voting shares per one thousand dollars of principal amount of Notes, which is equivalent to a conversion price of approximately $144.01 per share, adjusted to give effect to the share split effected in June 2022. The conversion rate is subject to adjustment following the occurrence of certain specified events, as set out or defined in the supplemental indenture governing the Notes. In addition, upon the occurrence of a make-whole fundamental change prior to the maturity date or upon our issuance of a notice of redemption, as set out or defined in the supplemental indenture governing the Notes, the Company will, in certain circumstances, increase the conversion rate by a number of additional Class A subordinate voting shares for a holder that elects to convert its Notes in connection with such make-whole fundamental change or during the relevant redemption period.

The Company accounts for the Notes as a single unit of account on the balance sheet. The carrying value of the liability is represented by the face amount of the Notes, less total offering costs, plus any amortization of offering costs. Total offering costs upon issuance of the Notes were $12 and are amortized to interest expense using the effective interest rate method over the contractual term of the Notes. Interest expense is recognized at an annual effective interest rate of 0.38% over the contractual term of the Notes.

17

Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(unaudited)
(Expressed in US millions, except share and per share amounts)

The net carrying amount of the outstanding Notes was as follows:
March 31, 2024December 31, 2023
$$
Principal920 920 
Unamortized offering costs(4)(4)
Net carrying amount916 916 

As of March 31, 2024, the estimated fair value of the Notes was approximately $874 (December 31, 2023 - $865). The estimated fair value was determined based on the last executed trade for the Notes of the reporting period in an over-the-counter market, which is considered as Level 2 in the fair value hierarchy.

9.Credit Facility

The Company has a revolving credit facility with Royal Bank of Canada for $8 CAD. The credit facility bears interest at the Royal Bank Prime Rate plus 0.30%. As of March 31, 2024 and December 31, 2023, the effective rate was 7.50% and no cash amounts were drawn under this credit facility.

10.Contingencies

From time to time, the Company may become a party to litigation and subject to claims incidental to the ordinary course of business, including intellectual property claims, labour and employment claims and threatened claims, breach of contract claims, tax and other matters.

In the third quarter of 2022, a jury in the U.S. District Court for the District of Delaware returned a verdict finding that the Company infringed three web technology patents owned by Express Mobile, Inc. The Company has challenged the verdict through post-trial motions and the Plaintiff has moved for interest on the amount of the verdict.

The Company currently has no other known material pending litigation or claims. The Company is not aware of any other litigation matters or loss contingencies that would be expected to have a material adverse effect on the business, consolidated financial position, results of operations or cash flows.

11.Related Parties

The Company has a commercial agreement with Flexport, a company in which it has an equity method investment. The Company will earn a share of revenues for orders processed or otherwise sent through services provided by Shopify. The Company recognized $nil revenue in the three months ended March 31, 2024 related to this agreement. In the first quarter of 2024, the Company commenced a separate agreement with Flexport to provide co-marketing services for the coordinated marketing of fulfillment-related products and services to current and prospective merchants. In the three months ended March 31, 2024, the Company recognized $1 of expense related to this agreement in the condensed consolidated statement of operations and comprehensive (loss) income. The Company also holds a convertible note in Flexport which is classified within "Equity and other investments'' in the consolidated balance sheets, which is being accounted for using the fair value option. In the three months ended March 31, 2024, the Company recognized $8 of interest income related to the convertible note within "Interest income" in the condensed consolidated statement of operations and comprehensive (loss) income.


18

Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(unaudited)
(Expressed in US millions, except share and per share amounts)

12.Shareholders’ Equity

Employee Compensation System

In the first quarter of 2024, the Company added a long-term equity component to its Flex Comp program. The Flex Comp program was launched in 2022, providing employees with a dollar-denominated annual compensation amount ("Wallet Value") that can be allocated between cash, stock options and RSUs on a quarterly basis at the discretion of the employees, subject to certain restrictions around minimum allocations of cash and stock-based compensation. The long-term equity component allows employees to allocate a portion of their Wallet Value to RSUs, stock options, or a combination of both that, in each case, would vest monthly over a three year period. Initially, the Flex Comp program only included a short-term equity component, with awards that vested monthly over a three month period.

Stock-Based Compensation

As of March 31, 2024 there were 416,076,886 shares reserved for issuance under the Company's Second Amended and Restated Stock Option Plan ("SOP") and the Second Amended and Restated Long Term Incentive Plan ("LTIP").

The following table summarizes the stock option and RSU award activities under the Company's share-based compensation plans for the three months ended March 31, 2024:
Shares Subject to Options OutstandingOutstanding 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 RSUsWeighted Average Grant Date Fair Value
$
December 31, 202311,462,631 49.88 7.09406 — 4,078,478 58.50 
Stock options granted4,106,571 79.45 — — 41.79 — — 
Stock options exercised(351,486)10.94 — — — — — 
Stock options forfeited(100,868)115.45 — — — — — 
RSUs granted— — — — — 3,200,116 77.52 
RSUs settled— — — — — (1,206,213)63.22 
RSUs forfeited— — — — — (129,012)52.37 
March 31, 202415,116,848 58.38 7.68375 — 5,943,369 67.92 
Stock options exercisable as of March 31, 20247,964,561 48.20 6.09300 
(1) As of March 31, 2024, 399,770 of the outstanding stock options were granted under the Company's Fourth Amended and Restated Stock Option Plan ("Legacy Option Plan") and are exercisable for Class B restricted voting shares, 14,607,664 of the outstanding stock options were granted under the Company's SOP and are exercisable for Class A subordinate voting shares, and 109,414 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, 2024 and December 31, 2023.
As of March 31, 2024 the Company had issued 13,999 DSUs under its LTIP.

19

Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(unaudited)
(Expressed in US millions, except share and per share amounts)

The following table illustrates the classification of stock-based compensation expense in the condensed consolidated statement of operations and comprehensive (loss) income, which includes both stock-based compensation and restricted stock-compensation expense:  
Three months ended
March 31, 2024March 31, 2023
$$
Cost of revenues
12
Sales and marketing1114
Research and development68101
General and administrative
2518
105135
.
13.Changes in Accumulated Other Comprehensive (Loss) Income

The following table summarizes the changes in accumulated other comprehensive (loss) income, which is reported as a component of shareholders’ equity, for the three months ended March 31, 2024 and 2023:
Accumulated Other Comprehensive Income (Loss)
Three months ended
March 31, 2024March 31, 2023
$$
Balance, beginning of the period4 (16)
Other comprehensive (loss) income before reclassifications(8)1 
Gain on cash flow hedges reclassified from accumulated other comprehensive (loss) income to earnings(1):
Sales and marketing— 2 
Research and development— 5 
General and administrative— 1 
Other comprehensive (loss) income, net of tax(8)9 
Balance, end of the period(4)(7)
(1) In three months ended March 31, 2024, the Company reclassified an immaterial amount of losses on cash flow hedges to earnings.

14.Income Taxes

The Company's provision for, or recovery of, income taxes is determined by applying the estimated annual effective tax rate to income or loss from recurring operations and adding the effects of any discrete income tax items specific to the period.

The Company updates its estimate of the annual effective tax rate each quarter and makes cumulative adjustments if its estimated annual tax rate changes. The Company’s effective tax rate may be subject to fluctuation during the year as new information is obtained, which may affect the assumptions used to estimate the annual effective tax rate, including factors such as the mix of forecasted pre-tax earnings in the various jurisdictions in which the Company operates, valuation allowances against deferred tax assets, the recognition and derecognition of tax benefits related to uncertain tax positions and changes in or the interpretation of tax laws in jurisdictions where the Company conducts business.

20

Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(unaudited)
(Expressed in US millions, except share and per share amounts)

The Company had a provision for income taxes of $17 in the three months ended March 31, 2024, respectively, primarily on account of earnings in jurisdictions outside of North America.

The Company had a provision for income taxes of $8 in the three months ended March 31, 2023, on account of earnings in jurisdictions outside of North America.

The Organization for Economic Co-operation and Development continues to advance efforts with respect to the global minimum tax framework ("Pillar Two"). Many countries, including Canada, have enacted or are expected to enact legislation in accordance with the Pillar Two framework. The Company continues to monitor the development and implementation of these rules both in local countries and on a multilateral basis, making it uncertain to predict the ultimate impact in the future. There is no material impact to the consolidated financial statements and results of operations in the three months ended March 31, 2024.
21

Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(unaudited)
(Expressed in US millions, except share and per share amounts)

15.Net (Loss) Income per Share

The Company applies the two-class method to calculate its basic and diluted net loss per share as Class A subordinate voting shares and Class B restricted voting shares are participating securities with equal participation rights and are entitled to receive dividends on a share for share basis. The Company uses the treasury stock method and if-converted method for calculating the effect of dilutive potential common stock from employee stock options and employee RSUs and from its Notes, respectively.

The following table summarizes the reconciliation of the basic weighted average number of shares outstanding and the diluted weighted average number of shares outstanding:    
Three months ended
March 31, 2024March 31, 2023
Numerator:
Net (loss) income$(273)$68 
After tax effect of debt interest(1)
— 1 
Net (loss) income after tax effected debt interest$(273)$69 
Denominator:
Basic weighted average number of shares outstanding
1,287,376,7191,276,884,726
Weighted average effect of dilutive securities:
Stock options—4,952,279
Restricted share units—3,446,796
Convertible senior notes—6,388,480
Deferred share units—9,770
Diluted weighted average number of shares
1,287,376,7191,291,682,051
Net (loss) income per share:
Basic
$(0.21)$0.05 
Diluted
$(0.21)$0.05 
Common stock equivalents excluded from net (loss) income per diluted share because they are anti-dilutive:
Stock options15,116,848637,797 
Restricted share units5,943,369897,498 
Convertible senior notes6,388,480— 
Deferred share units13,999— 
27,462,6961,535,295 
(1) When the Notes are dilutive, the after tax effect of debt interest is added back to net income to calculate diluted net income per share.
22



EXHIBIT 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS
May 7, 2024

In this Management's Discussion and Analysis ("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, 2024 and 2023, and our financial position as of March 31, 2024. You should read this MD&A together with our unaudited condensed consolidated financial statements and the accompanying notes for the fiscal quarter ended March 31, 2024, as well as our audited consolidated financial statements and the accompanying notes for the fiscal year ended December 31, 2023. Additional information regarding Shopify, including our 2023 annual information form ("AIF") and our annual report on Form 40-F for the year ended December 31, 2023, is available on our website at www.shopify.com, or at www.sedarplus.ca and www.sec.gov.

Our unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). All amounts are in U.S. dollars ("USD") except where otherwise indicated.
Our MD&A is intended to enable readers to gain an understanding of Shopify’s results of operations, cash flows and financial position. To do so, we provide information and analysis comparing our results of operations, cash flows and financial position for the most recently completed period with the same period from the preceding fiscal year. We also provide analysis and commentary that we believe will help investors assess our future prospects. In addition, we provide "forward-looking statements" that are not historical facts, but that are based on our current estimates, beliefs and assumptions and which are subject to known and unknown important risks, uncertainties, assumptions and other factors that could cause actual results to differ materially from current expectations. Forward-looking statements are intended to assist readers in understanding management's expectations as of the date of this MD&A and may not be suitable for other purposes. See "Forward-looking Statements" below.
In this MD&A, references to our "solutions" means the combination of products and services that we offer to merchants, and references to "our merchants" as of a particular date means the total number of unique shops that are paying for a subscription to our platform.

Forward-looking Statements

This MD&A contains forward-looking statements under the provisions of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and forward-looking information within the meaning of applicable Canadian securities legislation.

In some cases, you can identify forward-looking statements by words such as "may", "will", "could", "expects", "further", "plans", "anticipates", "believes", "potential", "continue", "estimate", "assumes", "intends", or the negative of these terms or other similar words. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking. In particular, forward-looking statements in this MD&A include, but are not limited to, statements about:

•our expectation that we will continue to work with Flexport, Inc. ("Flexport") to optimize logistics offerings to support our merchants and that Flexport will continue to develop fulfillment offerings for our merchants;
1





•our expectation that we continue leveraging data for the benefit of our merchants with critical safeguards in place to ensure privacy, security, and compliance;
•our exploration of new ways to accelerate checkout;
•our ability to make it easier for merchants to manage their storefronts via their mobile devices;
•whether a merchant using Shopify will ever need to re-platform;
•the continued growth of our app developer, theme designer and partner ecosystem and the effect on the growth of our merchant base;
•the continued expansion of the number of channels for merchants to transact through;
•our plan to continue making investments in our business to drive future growth;
•our expectation that the continued growth of merchant solutions may cause a decline in our overall gross margin percentage and that the costs of our merchants' solutions will increase with growth in volumes processed with the expansion of Shopify Payments internationally;
•our expectation that as a result of the continued growth of our merchant solutions offerings, seasonality will continue to affect our quarterly results and our business may become more seasonal in the future, and that historical patterns may not be a reliable indicator of our future performance;
•our expectation that our results of operations and comparability of our quarterly results could be impacted by foreign currency fluctuations as our operations continue to expand internationally and that our foreign currency hedging program will help to mitigate these fluctuations;
•our expectation that the cost of subscription solutions will increase in absolute dollars as we continue to invest in growing our business, and as the number of merchants utilizing the platform increases along with the costs of supporting those merchants;
•our expectation that our subscription solutions gross margin percentage will fluctuate modestly based on the mix of subscription plans that our merchants select and the timing of expenditures related to infrastructure expansion project;
•our expectation that operating expenses, including sales and marketing, research and development and general and administrative costs, will increase over time, but eventually decline as a percentage of total revenues;
•our expectation that transaction and loan losses will increase in absolute dollars over time;
•our expectation that as we continue to roll out local currency billing options in geographies outside of North America, a decrease in the value of other currencies relative to the USD will negatively impact our reported subscription revenue and Monthly Recurring Revenue ("MRR");
•our expectation that over time, any impact to MRR from local currency billing and localized pricing will be offset by reduced friction and an enhanced in-market experience, which we anticipate will attract more merchants to our platform and our merchant solutions;
•our expectation that any short-term impact from any free or paid trial experiences will drive long-term benefits in the form of more merchants on our platform, an increase in MRR once these cohorts of merchants convert to standard Shopify plans, and increase use of our merchant solutions;
•the change in fair value of certain equity and other investments which may fluctuate period to period, and may cause volatility to our earnings;
•our expectation that our share of income and loss from equity investments accounted for under the equity method may cause volatility to our earnings;
•our expectation that we will continue to see an overall trend where merchant solutions revenue make up an increasing component of total revenues over time, most notably in the fourth quarter due to higher holiday volume;
•our belief that we have sufficient liquidity to meet our current and planned financial obligations over the next 12 months;
•our future financing requirements and the availability of capital;
•the future value of our investment income, in particular as a result of changes in interest rates, fair value or due to observable changes in price or impairments;
•the fair market value of the Company's 0.125% convertible senior notes due 2025 (the "Notes") as a result of changes in interest rates or the price of our Class A subordinate voting shares;
•our expectations regarding contractual obligations and contingencies;
•future transactions and the availability of financings related to such transactions;
2





•our expectation that existing off-balance sheet arrangements, and any obligations arising from such arrangements will not have a material impact on our current or future financial performance of financial condition;
•the impact of inflation on our costs and operations and on our merchants sales;
•our accounting estimates, allowances, provisions, and assumptions made in the preparation of our financial statements; and
•our expectations regarding the impact of recently adopted accounting standards.

The forward-looking statements contained in this MD&A are based on our management’s perception of historic trends, current conditions and expected future developments, as well as other assumptions that management believes are appropriate in the circumstances, which include, but are not limited to:

•our ability to increase the functionality of our platform;
•our ability to offer more sales channels that can connect to the platform;
•our belief in the increasing importance of a multi-channel platform that is both fully integrated and easy to use;
•our belief that awareness among buyers that Shopify provides a superior and secure checkout experience is an additional advantage for our merchants;
•our belief that commerce transacted over mobile will continue to grow more rapidly than desktop transactions;
•our ability to expand our merchant base, retain revenue from existing merchants as they grow their businesses, and increase sales to both new and existing merchants;
•our belief that ecommerce growth will proceed at a normalized rate in 2024, supported by continued penetration of retail by ecommerce, subject to inflationary or other macroeconomic pressures on our merchants and their buyers;
•our ability to manage our growth effectively;
•our ability to enhance and protect our intellectual property rights;
•our belief that our merchant solutions make it easier for merchants to start a business and grow on our platform by passing our economies of scale on to merchants;
•our ability to develop new solutions to extend the functionality of our platform and provide a high level of merchant service and support;
•our ability to build with a focus on long-term value;
•our ability to hire, retain and motivate qualified personnel;
•our ability to enhance our ecosystem and partner programs, and the assumption that this will drive growth in our merchant base, further accelerating growth of the ecosystem;
•our belief that our strategic investments and acquisitions will increase our revenue base, improve the retention of this base and strengthen our ability to increase sales to our merchants and help drive our growth;
•our ability to achieve our revenue growth objectives while controlling costs and expenses, and our ability to achieve or maintain profitability;
•our belief that MRR is most closely correlated with the long-term value of our merchant relationships;
•our belief that Attach Rate provides a useful measure of our ability to provide unified commerce solutions to our merchants and the traction of those products;
•our assumptions regarding the principal competitive factors in our markets;
•our ability to predict future commerce trends and technology;
•our assumptions that higher margin solutions such as Shopify Capital will continue to grow through increased adoption and international expansion;
•our expectation that Shopify Payments will continue to expand internationally;
•our belief that our investments in sales and marketing initiatives will continue to be effective in growing the number of merchants using our platform, in retaining revenue from existing merchants and in increasing revenues from both;
•our ability to develop processes, systems and controls to enable our internal support functions to scale with the growth of our business;
3





•our ability to hire, retain and motivate qualified personnel and to manage our operations in a remote-first model;
•our expectations regarding the impact of litigation matters or loss contingencies on our business, financial positions, results of operations or cash flows;
•our ability to protect against currency, interest rate, investment, concentration of credit and inflation risks;
•our assumptions as to our future expenses and financing requirements;
•our assumptions as to our critical accounting policies and estimates; and
•our assumptions as to the effects of accounting pronouncements to be adopted.

Factors that may cause actual results to differ materially from current expectations may include, but are not limited to, risks and uncertainties that are discussed in greater detail in the "Risk Factors" section of our AIF for the year ended December 31, 2023 and elsewhere in this MD&A, including but not limited to risks relating to:

•sustaining our rapid growth;
•managing our growth;
•our potential inability to compete successfully against current and future competitors;
•the security of personal information we store relating to merchants and their buyers, as well as consumers with whom we have a direct relationship including users of our apps;
•a cyberattack or security breach;
•our ability to innovate;
•the impact of worldwide economic conditions, including the resulting effect on spending by small and medium-sized businesses or their buyers;
•our current reliance on a few suppliers to provide the technology we offer through Shopify Payments;
•the reliance of our growth in part on the success of our strategic relationships with third parties;
•our limited operating history in new and developing markets and new geographic regions;
•international sales and operations and the use of our platform in various countries;
•our potential inability to hire, retain and motivate qualified personnel, including key personnel;
•our reliance on third-party cloud providers to deliver our services;
•complex and changing laws and regulations worldwide;
•our dependence on the continued services and performance of our senior management and other key employees;
•payments processed through Shopify Payments, Shop Pay Installments, or payments processed or funds managed through Shopify Balance;
•our potential failure to effectively maintain, promote and enhance our brand;
•our history of losses and our efforts to maintain profitability;
•serious errors or defects in our software or hardware;
•evolving privacy laws and regulations, cross-border data transfer restrictions, data localization requirements and other domestic or foreign regulations that may limit the use and adoption of our services;
•acquisitions and investments, including strategic investments and fluctuations in the fair value of our equity and other investment holdings and fluctuations in our share of income and loss from equity method investment;
•risks associated with Shopify Capital and other financing and lending products offered to merchants;
•our potential inability to achieve or maintain data transmission capacity;
•potential claims by third parties of intellectual property infringement or other third party or governmental claims, litigation, disputes, or other proceedings;
•activities of merchants or partners or the content of merchants' shops and our ability to detect and address unauthorized activity on our platform;
•unanticipated changes in tax laws or adverse outcomes resulting from examination of our income or other tax returns;
•being required to collect federal, state, provincial or local business taxes, sales and use taxes or other indirect taxes in additional jurisdictions on transactions by our merchants;
4





•changes to technologies used in our platform or new versions or upgrades of operating systems and internet browsers;
•our potential inability to obtain, maintain and protect our intellectual property rights and proprietary information or prevent third parties from making unauthorized use of our technology;
•our pricing decisions and changes to our pricing models for our solutions;
•our use of open source software;
•seasonal fluctuations in our operating results;
•exchange rate fluctuations that may negatively affect our results of operations;
•our dependence upon buyers’ and merchants’ access to, and willingness to use, the internet for commerce;
•provisions of our financial instruments including the Notes;
•our potential inability to raise additional funds as may be needed to pursue our growth strategy or continue our operations, on favorable terms or at all;
•our tax loss carryforwards;
•ownership of our shares;
•our ability to maintain an effective system of internal controls over financial reporting;
•the perceived impact of return on investment without issuing a dividend;
•our status as a foreign private issuer and the laws applicable to us as a foreign private issuer;
•the impact of provisions of Canadian law applicable to us; and
•provisions of our constating and charter documents.

Although we believe that the plans, intentions, expectations, assumptions and strategies reflected in our forward-looking statements are reasonable, these statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future results. You should read this MD&A and the documents that we reference in this MD&A completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements.

The forward-looking statements in this MD&A represent our views as of the date of this MD&A. We anticipate that subsequent events and developments may cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. Therefore, these forward-looking statements do not represent our views as of any date other than the date of this MD&A.

Overview

Shopify is a leading global commerce company that provides essential internet infrastructure for commerce, offering trusted tools to start, scale, market, and run a business of any size. Shopify makes commerce better for everyone with a platform and services that are engineered for simplicity and reliability, while delivering a better shopping experience for consumers everywhere.

In an era where social media, cloud computing, mobile devices, augmented reality, artificial intelligence and data analytics are creating new possibilities for commerce, Shopify provides differentiated value by offering merchants:

A multi-channel front-end. Our software enables merchants to easily display, manage, market and sell their products across more than a dozen different sales channels, including web and mobile storefronts, physical retail locations, pop-up shops, directly to other businesses ("B2B"), social media storefronts, native mobile apps, buy buttons, and marketplaces. More than 90% of our merchants have connected their Shopify stores to two or more channels. Beyond our pre-configured channels, the Shopify application programming interface ("API") has been developed to support custom storefronts that let merchants sell anywhere.

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A single integrated back-end. Our software provides a single integrated, easy-to-use back-end that merchants use to manage their business and buyers across multiple sales channels. Merchants use their Shopify dashboard, which is available in more than 20 languages, to source and manage products and inventory, manage cash, payments and transactions, fulfill and ship orders, discover new buyers and build customer relationships, leverage analytics and reporting, and access financing.

Infrastructure for data-informed decisions. Our software is delivered to merchants as a service, and operates on a shared infrastructure. This cloud-based infrastructure not only relieves merchants from running and securing their own hardware, it also consolidates data generated by the interactions between buyers and a merchant's products, providing rich data to inform merchant decisions. With a highly-qualified team of data science personnel, we expect to continue to support our merchants in making data-informed decisions with critical safeguards in place to ensure privacy, security, and compliance.

Shopify also enables merchants to own their brands, leverage mobile technology, sell internationally, and handle massive traffic spikes with flexible infrastructure.

Brand ownership. Shopify is designed to help our merchants own their brands, develop direct relationships with their buyers, and make their buyer experiences memorable and distinctive. We recognize that in a world where buyers have more choices than ever before, a merchant’s brand is increasingly important. The Shopify platform is designed to allow a merchant to keep their brand present in every interaction in order to build buyer loyalty and create competitive advantages. While our platform is designed to empower merchants first, merchants also benefit when buyers are confident that their payments are secure. We believe that awareness among buyers that Shopify provides a superior and secure checkout experience is an additional advantage for our merchants in an increasingly competitive market. For merchants using Shopify Payments, buyers are already getting a superior experience with embedded features such as Shop Pay and Shop Pay Installments, and with our ongoing investments in opening up additional buyer touchpoints for merchants, such as offline commerce, shipping, and Shop (our all-in-one digital shopping companion app), brands that sell on Shopify can increasingly offer buyers an end-to-end, managed shopping experience.

Mobile. Buyers expect to be able to transact anywhere, anytime, on any device through an experience that is simple, seamless, and secure. Since transactions over mobile devices now represent the majority of transactions across online stores powered by Shopify, the mobile experience has become one of a merchant’s primary and most important interactions with buyers. Shopify has focused on enabling mobile commerce and the Shopify platform includes a mobile-optimized checkout system designed to enable merchants’ buyers to more easily purchase products on mobile devices. With our platform, our merchants are able to offer their buyers a quick and secure checkout option through Shop Pay, Apple Pay, Meta Pay, Amazon Pay, and Google Pay on the web, and we continue to explore new ways to offer payment flexibility and accelerate checkouts. Just as Shopify's tools enable brands to sell directly to their buyers, the Shop app provides them that same direct sales power through a mobile experience. Buyers can use the Shop app to track packages, discover products from their favorite merchants, earn Shop Cash through our rewards program, and engage with brands directly, all of which help merchants increase opportunities to find new customers and drive greater loyalty and lifetime value of their buyers. Shopify’s mobile capabilities are not limited to the front-end; merchants who are often on-the-go find themselves managing their storefronts via their mobile devices, and Shopify continues to strive to make it easier to do so.

Global. Commerce thrives when merchants are able to build global brands and sell beyond their own borders with little friction. Shopify offers merchants across several countries a localized experience within the country in which they are based. In addition, Shopify Markets allows merchants to manage localized storefronts in different countries through one global store, making cross-border commerce easier for entrepreneurs. With Shopify Markets, merchants can easily set up market-specific buying experiences, enabling buyers to shop in their local currencies, languages, domains, and payment methods. Shopify Markets also estimates duty and import fees. Such tailored experiences are designed to increase local buyer trust and conversion, enabling merchants to enter new geographies more easily. In addition, Shopify Markets Pro, introduced in 2022, and made generally available in the United States in September 2023, offers merchants a native merchant-of-record solution.
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Infrastructure. We build our platform to address the growing challenges facing merchants and with the aim of making complex tasks simple. The Shopify platform is engineered to enterprise-level standards and functionality and designed for simplicity and ease of use. We also design our platform with a robust technical infrastructure with a view to managing the large spikes in traffic that accompany events such as new product releases, holiday shopping seasons, and flash sales. We are constantly innovating and enhancing our platform, and our continuously deployed, multi-tenant architecture provides our merchants with the latest technology.

This combination of ease of use with enterprise-level functionality allows merchants to grow with our platform, no matter their size. Using Shopify, merchants should never need to re-platform. Our Shopify Plus subscription plan was created to accommodate larger merchants, with additional functionality, scalability and support requirements. The Shopify Plus plan also caters to larger merchants not already on Shopify who want to migrate from their expensive and complex legacy solutions to achieve greater functionality and flexibility. With enterprise-level merchants in mind, in January of 2023, we launched Commerce Components by Shopify ("Commerce Components" or "CCS"). Commerce Components is a modern composable stack where retailers can choose from over 30 modular Shopify components to integrate with their existing systems, enabling these merchants to create incredible customer experiences while eliminating the need to fully re-platform.

Sustainability

Shopify is a company that wants to see the next century, and has taken many steps to build a sustainable business, including becoming a carbon neutral company in 2019. Our commitment includes powering our global operations with renewable energy, purchasing high quality carbon credits to address travel-related emissions, and by utilizing Google's cloud infrastructure, which is 100% powered by renewable energy, to deliver our software services.

Because we view commerce as a powerful vehicle for positive systemic change, as part of our focus on the long term, in 2019 we launched our Sustainability Fund with the intent to commit at least $5 million annually to fund what Shopify believes are the most promising and impactful technologies and projects to combat climate change. Since launch, we’ve partnered with 40 entrepreneurial climate companies to help them prove and scale their carbon removal solutions. Since we launched Frontier, an advance market commitment, in 2022 alongside Stripe, Alphabet, Meta and McKinsey Sustainability, the partnership has grown by adding four new buyers, increasing our combined commitment to purchase over $1 billion of carbon removal by the end of 2030. 2023 was the fourth consecutive year where Shopify has tracked, calculated, and purchased enough carbon credits to counteract the impact of carbon emissions from shipping orders placed on our platform over the Black Friday/Cyber Monday shopping weekend. Our merchants have the ability to address the carbon associated with shipping their orders by adding our Planet app to their store. We also fund carbon removal through our Sustainability Fund with every order placed using Shop Pay, our checkout accelerator.

Ecosystem

A rich ecosystem of app developers, theme designers and other partners, such as digital and service professionals, marketers, photographers, and affiliates has evolved around the Shopify platform. We believe our partner ecosystem helps drive the growth of our merchant base by extending the functionality of the Shopify platform through the development of apps. As of March 31, 2024, more than 13,000 apps were available in the Shopify App Store. The partner ecosystem helps drive the growth of our merchant base, which in turn further accelerates growth of the ecosystem.

Business Overview

Our mission is to make commerce better for everyone and 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 operations, or both, realize their potential at all stages of their business life cycle. In the three months ended March 31, 2024, our platform facilitated GMV of $60.9 billion, representing an increase of 23% from the three
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months ended March 31, 2023. A detailed description of this metric is presented below in the section entitled, "Key Performance Indicators".

During the three months ended March 31, 2024, our total revenue was $1.9 billion, an increase of 23% versus the three months ended March 31, 2023. 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.
In the three months ended March 31, 2024, subscription solutions revenues accounted for 27% of our total revenues (25% in the three months ended March 31, 2023). 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. Gymshark, Heinz, FTD, Netflix, Kylie Cosmetics, SKIMS and Supreme are a few of the Shopify Plus 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. We have also launched localized pricing plans in select countries where we bill in local currency in order to reduce friction and attract more merchants to our platform.
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 themes, the sale of apps, and the registration of domain names. Subscription solutions revenues increased from $382 million in the three months ended March 31, 2023 to $511 million in the three months ended March 31, 2024, representing an increase of 34%. 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 March 31, 2024, MRR totaled $151 million, representing an increase of 32% relative to MRR at March 31, 2023. A detailed description of this metric is presented below in the section entitled, "Key Performance Indicators".
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 three months ended March 31, 2024, merchant solutions revenues accounted for 73% of total revenues (75% in the three months ended March 31, 2023). 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 payment cards online and offline. 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. Shopify Capital helps eligible merchants secure financing and is currently available for merchants in the United States, the United Kingdom, Canada and Australia. 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 $1.1 billion in the three months ended March 31, 2023 to $1.4 billion in the three months ended March 31, 2024, representing an increase of 20%.
Our business model is driven by our ability to attract new merchants, retain revenue from existing merchants, and increase sales to both new and existing merchants. Our merchants represent a wide array of retail verticals, business sizes, and geographies and no single merchant has ever represented more than five percent of our total revenues in a single reporting period. We believe that our future success depends on many factors, including our ability to expand our merchant base; localize features for specific geographies; retain merchants as they grow their businesses on our platform and adopt more features; offer more sales channels that connect merchants with potential customers; develop new solutions to extend our platform’s functionality and catalyze merchants’ sales growth; leverage emerging technologies, including artificial intelligence; enhance our ecosystem and partner programs; provide a high level of merchant support; hire, retain and motivate qualified personnel; and build with a focus on maximizing long-term value.
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We have focused on rapidly growing our business and plan to continue making investments to drive future growth. We believe that our investments will increase our revenue base, improve the retention of this base and strengthen our ability to increase sales to our merchants. Building a 100-year company requires a balance between growth and profitability, and we maintain a portfolio of investments with varying time horizons.

Key Performance Indicators

Key performance indicators, which we do not consider to be non-GAAP measures, that we use to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions include MRR, Gross Merchandise Volume ("GMV") and Attach Rate. Our key performance indicators may be calculated in a manner different than similar key performance indicators used by other companies.

The following table shows MRR, GMV, Revenue and Attach Rate for the three months ended March 31, 2024 and 2023:
Three months ended March 31,
20242023
(in millions, except percentages)
Monthly Recurring Revenue(1)
$151 $114 
Gross Merchandise Volume$60,855 $49,568 
Revenue$1,861 $1,508 
Attach Rate3.06 %3.04 %
(1) In the three months ended March 31, 2024, the Company revised the inclusion of paid trials in the calculation of MRR. Revised MRR for the three months ended March 31, 2023, June 30, 2023, September 30, 2023 and December 31, 2023 were $114 million, $135 million, $137 million, $144 million, respectively.

Monthly Recurring Revenue

We calculate MRR at the end of each period by multiplying the number of merchants who have subscription plans with us at the period end date by the average monthly subscription plan fee, which excludes variable platform fees, in effect on the last day of that period, assuming they maintain their subscription plans 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 analyze the factors that make up MRR, specifically the number of paying merchants using our platform and changes in our average revenue earned from subscription plan fees per paying merchant. 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 $151 million of MRR as of March 31, 2024 compared to $114 million as of March 31, 2023, as described above.

In the three months ended March 31, 2024, our MRR growth rate for the quarter, which is the change in MRR from December 31, 2023 to March 31, 2024, remained relatively comparable to the growth rate in the same period in 2023 as we observed growth in our overall merchant base across all plan types during both periods.

Gross Merchandise Volume

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
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merchant solutions revenues are also directionally correlated with the level of GMV facilitated through our platform. For the three months ended March 31, 2024 we facilitated GMV of $60.9 billion (March 31, 2023 - $49.6 billion), representing year-over-year growth of 23%. On a constant currency basis, in which GMV in the three months ended March 31, 2024 is converted using the comparative period's monthly average exchange rates, year-over-year growth was 23%.

Attach Rate

Attach Rate is defined as total revenue divided by GMV and is a key performance indicator of our business and our ability to generate greater value for our merchants. We believe that Attach Rate provides a useful measure of our ability to provide unified commerce solutions to our merchants and the traction of those products.

In the three months ended March 31, 2024, we observed a higher Attach Rate, relative to the three months ended March 31, 2023. The Attach Rate growth in the respective periods is largely attributable to the increased adoption of Shopify Payments.

Factors Affecting the Comparability of Our Results

Change in Revenue Mix

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 significantly. 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 expense than Shopify’s core subscription business. The lower margins on merchant solutions compared to subscription solutions means that the continued growth of merchant solutions may cause a decline in our overall gross margin percentage.

The sales of our logistics businesses in the second quarter of 2023 impacted the comparability of our results.

Seasonality

Our merchant solutions revenues are directionally correlated with the level of GMV that our merchants facilitated through our platform. Our merchants typically process additional GMV during the fourth quarter holiday season. As a result, we have historically generated higher merchant solutions revenues in our fourth quarter than in other quarters. While we believe that this seasonality has affected and will continue to affect our quarterly results, our rapid growth has largely masked seasonal trends to date. As a result of the continued growth of our merchant solutions offerings, we believe that our business may become more seasonal in the future and that historical patterns in our business may not be a reliable indicator of our future performance.

Foreign Currency Fluctuations

While the majority of our revenues, cost of revenues, and operating expenses are denominated in USD, a significant portion are denominated in foreign currencies. Due to offering Shopify Payments, Shopify Capital, subscriptions, and other billings to select countries in local currency, a significant proportion of revenue transactions are denominated in British pound sterling ("GBP"), Euros ("EUR") and Canadian dollars ("CAD"). We expect to continue to have significant Canadian operations and expand operations internationally, therefore a significant proportion of operating expenses are also incurred and expected to be included in the aforementioned foreign currencies. To help mitigate the impacts associated with foreign currency fluctuations on future cash flows from operating expenses, we maintain a portfolio of foreign exchange forward contracts and options designated as hedging instruments. As our operations continue to expand internationally, we may be exposed to additional
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fluctuations in other foreign currencies. Refer to the "Risks and Uncertainties—Foreign Currency Exchange Risk" section below for additional information on the effect on reported results of changes in foreign exchange rates.

Key Components of Results of Operations

See Management's Discussion and Analysis in our Annual Report on Form 40-F for the year ended December 31, 2023 for details on the key components of results of operations.
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Quarterly Results of Operations

The following table sets forth our results of operations for the three months ended March 31, 2024 and 2023:
Three months ended March 31,
20242023
(in millions, except share and per share data)
Revenues:
Subscription solutions$511 $382 
Merchant solutions1,350 1,126 
1,861 1,508 
Cost of revenues(1)(2):
Subscription solutions95 84 
Merchant solutions809 707 
904 791 
Gross profit957 717 
Operating expenses:
Sales and marketing(1)(2)
361 287 
Research and development(1)
335 458 
General and administrative(1)
124 123 
Transaction and loan losses51 42 
Total operating expenses871 910 
Income (loss) from operations86 (193)
Other (expense) income, net(342)269 
(Loss) income before income taxes(256)76 
Provision for income taxes(17)(8)
Net (loss) income$(273)$68 
Net (loss) income per share attributable to shareholders:
Basic $(0.21)$0.05 
Diluted$(0.21)$0.05 
Weighted average shares used to compute net (loss) income per share attributable to shareholders:
Basic1,287,376,719 1,276,884,726 
Diluted1,287,376,719 1,291,682,051 
(1) Includes stock-based compensation expense and related payroll taxes as follows:
Three months ended March 31,
20242023
(in millions)
Cost of revenues
$1 $2 
Sales and marketing12 15 
Research and development72 106 
General and administrative
26 18 
$111 $141 



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(2) Includes amortization of acquired intangibles as follows:
Three months ended March 31,
20242023
(in millions)
Cost of revenues$4 $19 
Sales and marketing— 2 
$4 $21 

Revenues
Three months ended March 31,2024 vs. 2023
20242023% Change
(in millions, except percentages)
Revenues:
Subscription solutions$511 $382 34 %
Merchant solutions1,350 1,126 20 %
Total revenues$1,861 $1,508 23 %
Percentage of revenues:
Subscription solutions27 %25 %
Merchant solutions73 %75 %
100 %100 %

Subscription Solutions

Subscription solutions revenues increased for the three months ended March 31, 2024 compared to the same period in 2023. The period-over-period increase was primarily a result of growth in MRR, which was driven largely by a higher number of merchants using our platform and by an increase in subscription plan pricing for certain plans in the second quarter of 2023.

Merchant Solutions

Merchant solutions revenues increased for the three months ended March 31, 2024 compared to the same period in 2023. The increase in merchant solutions revenues was primarily a result of Shopify Payments revenue, relating to payment processing and currency conversion fees, growing in the three months ended March 31, 2024 compared to the same period in 2023. This increase was a result of an increase in our Shopify Payments penetration rate and the number of merchants using our platform. These factors drove $8.7 billion of additional GMV facilitated using Shopify Payments in the three months ended March 31, 2024 compared to the same period in 2023, representing growth of 32%. For the three months ended March 31, 2024, the Shopify Payments penetration rate was 60%, resulting in GMV of $36.2 billion that was facilitated using Shopify Payments. This compares to a penetration rate of 56% resulting in GMV of $27.5 billion that was facilitated using Shopify Payments in the same period in 2023.

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Cost of Revenues
 Three months ended March 31,2024 vs. 2023
20242023% Change
(in millions, except percentages)
Cost of revenues:
Cost of subscription solutions$95 $84 13 %
Cost of merchant solutions
809 707 14 %
Total cost of revenues
$904 $791 14 %
Percentage of revenues:
Cost of subscription solutions
5 %6 %
Cost of merchant solutions
43 %47 %
49 %52 %

Cost of Subscription Solutions
Cost of subscription solutions increased for the three months ended March 31, 2024 compared to the same period in 2023. The increase was due mainly to an increase in cloud and infrastructure costs. As a percentage of revenues, cost of subscription solutions decreased for the three months ended March 31, 2024 compared to the same period in 2023, due to lower growth on cloud and infrastructure costs, relative to the growth in revenue as well as a decrease in support costs.
Cost of Merchant Solutions

Cost of merchant solutions increased for the three months ended March 31, 2024 compared to the same period in 2023. The increase was primarily due to higher payment processing fees resulting from an increase in GMV facilitated through Shopify Payments, offset by a decrease in costs associated with our logistics operations, and decrease in amortization of acquired intangibles, as a result of the sales of our logistics businesses in the second quarter of 2023. As a percentage of revenues, cost of merchant solutions decreased for the three months ended March 31, 2024, compared to the same period in 2023, primarily due to decreased costs associated with revenue from our logistics operations and amortization of acquired intangibles, following the sales of our logistics businesses in the second quarter of 2023.

Gross Profit
Three months ended March 31,2024 vs. 2023
20242023% Change
(in millions, except percentages)
Gross profit
$957 $717 33 %
Percentage of total revenues
51 %48 %

Gross profit increased for the three months ended March 31, 2024 compared to the same period in 2023. As a percentage of total revenues, gross profit increased for the three months ended March 31, 2024, principally due to
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the exclusion of costs associated with our logistics businesses and related amortization of acquired intangibles, as a result of the sales of our logistics businesses in the second quarter of 2023.

Operating Expenses

Sales and Marketing
Three months ended March 31,2024 vs. 2023
20242023% Change
(in millions, except percentages)
Sales and marketing
$361 $287 26 %
Percentage of total revenues
19 %19 %

Sales and marketing expenses increased for the three months ended March 31, 2024 compared to the same period in 2023, due to increases of $33 million in online marketing spend, $19 million in offline marketing spend, and $17 million in payouts related to our affiliate partner program.

Research and Development
Three months ended March 31,2024 vs. 2023
20242023% Change
(in millions, except percentages)
Research and development
$335 $458 (27)%
Percentage of total revenues
18 %30 %

Research and development expenses decreased for the three months ended March 31, 2024 compared to the same period in 2023, due to a decrease of $127 million in employee-related costs.



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General and Administrative
Three months ended March 31,2024 vs. 2023
20242023% Change
(in millions, except percentages)
General and administrative
$124 $123 1 %
Percentage of total revenues
7 %8 %

General and administrative expenses remained relatively flat for the three months ended March 31, 2024 compared to the same period in 2023.

Transaction and Loan Losses
Three months ended March 31,2024 vs. 2023
20242023% Change
(in millions, except percentages)
Transaction and loan losses
$51 $42 21 %
Percentage of total revenues
3 %3 %

Transaction and loan losses increased for the three months ended March 31, 2024 compared to the same period in 2023, primarily due to an increase of $9 million in losses related to lending services driven by an expansion of our offerings and programs relative to the same period in 2023.

Other (Expenses) Income, net
Three months ended March 31,2024 vs. 2023
20242023% Change
(in millions, except percentages)
Other (expenses) income, net $(342)$269 *
*    Not a meaningful comparison

In the three months ended March 31, 2024, we had an unrealized loss on equity and other investments of $373 million, which included a $351 million unrealized loss in investments with readily determinable fair values and was the result of the net change in share prices from December 31, 2023 to March 31, 2024. Additionally, we had a net loss of $44 million on our equity method investment and interest income of $79 million recognized on investments.

In the three months ended March 31, 2023, we had a net unrealized gain on equity and other investments of $215 million due mainly to unrealized gains of $291 million in investments with readily determinable fair values caused by the change in their share prices from December 31, 2022 to March 31, 2023 and unrealized losses of $75 million related to investments without readily determinable fair values due to an observable price change in the period. Additionally, we had interest income of $52 million recognized on investments.
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Provision for Income Taxes
Three months ended March 31,2024 vs. 2023
20242023% Change
(in millions, except percentages)
Provision for income taxes
$(17)$(8)*
*    Not a meaningful comparison

We had a provision for income taxes of $17 million in the three months ended March 31, 2024, compared to a provision for income taxes of $8 million in the three months ended March 31, 2023, primarily on account of earnings in jurisdictions outside of North America.


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Summary of Quarterly Results

The following table sets forth selected unaudited quarterly results of operations data for each of the eight quarters ended March 31, 2024. 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.
Three months ended
Mar 31, 2024Dec 31, 2023Sep 30, 2023June 30, 2023Mar 31, 2023Dec 31, 2022Sep 30, 2022Jun 30, 2022
(in millions, except per share data)
Revenues:
Subscription solutions
$511 $525 $486 $444 $382 $400 $377 $366 
Merchant solutions
1,350 1,619 1,228 1,250 1,126 1,335 989 929 
1,861 2,144 1,714 1,694 1,508 1,735 1,366 1,295 
Cost of revenues(1)(2):
Subscription solutions
95 97 88 85 84 86 82 85 
Merchant solutions
809 985 725 774 707 851 622 554 
904 1,082 813 859 791 937 704 639 
Gross profit
957 1,062 901 835 717 798 662 656 
Operating expenses:
Sales and marketing(1)(2)(4)
361 317 295 321 287 298 302 327 
Research and development(1)(4)
335 311 313 648 458 440 412 347 
General and administrative(1)(3)(4)(5)
124 100 137 131 123 214 255 130 
Transaction and loan losses
51 45 34 31 42 34 39 42 
Impairment on sales of Shopify's logistics businesses— — — 1,340 — — — — 
Total operating expenses
871 773 779 2,471 910 986 1,008 846 
Income (loss) from operations86 289 122 (1,636)(193)(188)(346)(190)
Other (expenses) income, net(342)393 606 335 269 (426)188 (1,008)
(Loss) income before income taxes(256)682 728 (1,301)76 (614)(158)(1,198)
Provision for income taxes(17)(25)(10)(10)(8)(9)(1)(6)
Net (loss) income$(273)$657 $718 $(1,311)$68 $(623)$(159)$(1,204)
Net (loss) income per share attributable to shareholders:
Basic
$(0.21)$0.51 $0.56 $(1.02)$0.05 $(0.49)$(0.12)$(0.95)
Diluted
$(0.21)$0.51 $0.55 $(1.02)$0.05 $(0.49)$(0.12)$(0.95)
(1) Includes stock-based compensation expense and related payroll taxes as follows:
Three months ended
Mar 31, 2024Dec 31, 2023
Sep 30, 2023(a)
June 30, 2023(a)
Mar 31, 2023Dec 31, 2022Sep 30, 2022Jun 30, 2022
(in millions)
Cost of revenues
$1 $1 $— $1 $2 $2 $3 $2 
Sales and marketing12 14 17 13 15 15 17 17 
Research and development72 69 70 252 106 104 108 99 
General and administrative
26 19 20 19 18 24 26 23 
$111 $103 $107 $285 $141 $145 $154 $141 
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(a) Includes accelerated stock-based compensation of $1 million and $4 million in sales and marketing during the third and second quarter of 2023, respectively, and $164 million in research and development during the second quarter of 2023.

 (2) Includes amortization of acquired intangibles as follows:
Three months ended
Mar 31, 2024Dec 31, 2023Sep 30, 2023June 30, 2023Mar 31, 2023Dec 31, 2022Sep 30, 2022Jun 30, 2022
(in millions)
Cost of revenues
$4 $4 $4 $8 $19 $19 $17 $7 
Sales and marketing— — — 1 2 2 2 — 
$4 $4 $4 $9 $21 $21 $19 $7 

(3) In the third quarter of 2022, we incurred $97 million of expenses related to legal matters.
(4) In the second quarter of 2023, we had $148 million of severance related costs associated with reductions in workforce with $28 million in sales and marketing, $102 million in research and development, and $18 million in general and administrative. In the third quarter of 2022, we had $30 million of severance related costs associated with reductions in workforce with $11 million in sales and marketing, $8 million in research and development, and $11 million in general and administrative.
(5) In the third quarter of 2023 and the fourth quarter of 2022, we had $38 million and $84 million of impairment related costs associated with right-of-use assets and leasehold improvements, respectively.


The following table sets forth selected unaudited quarterly statements of operations data as a percentage of total revenues for each of the eight quarters ended March 31, 2024:
Three months ended
Mar 31, 2024Dec 31, 2023Sep 30, 2023June 30, 2023Mar 31, 2023Dec 31, 2022Sep 30, 2022Jun 30, 2022
Revenues:
Subscription solutions
27%24%28%26%25%23%28%28%
Merchant solutions
73%76%72%74%75%77%72%72%
100%100%100%100%100%100%100%100%
Cost of revenues:
Subscription solutions
5%5%5%5%6%5%6%7%
Merchant solutions
43%46%42%46%47%49%45%43%
49%50%47%51%52%54%52%49%
Gross profit
51%50%53%49%48%46%48%51%
Operating expenses:
Sales and marketing
19%15%17%19%19%17%22%25%
Research and development
18%15%18%38%30%25%30%27%
General and administrative
7%5%8%8%8%12%19%10%
Transaction and loan losses
3%2%2%2%3%2%3%3%
Impairment on sales of Shopify's logistics businesses—%—%—%79%—%—%—%—%
Total operating expenses
47%36%45%146%60%57%74%65%
Income (loss) from operations5%13%7%(97)%(13)%(11)%(25)%(15)%
Other (expense) income, net(18)%18%35%20%18%(25)%14%(78)%
(Loss) income before income taxes(14)%32%42%(77)%5%(35)%(12)%(93)%
Net (loss) income(15)%31%42%(77)%5%(36)%(12)%(93)%

We believe that year-over-year comparisons are more meaningful than our sequential results due to seasonality in our business. While we believe that this seasonality has affected and will continue to affect our quarterly results, our rapid growth has largely masked seasonal trends to date. Our merchant solutions revenues are directionally correlated with our merchants' GMV. Our merchants' GMV typically increases during the fourth-quarter holiday season. As a result, we have historically generated higher merchant solutions revenues in our fourth quarter than in other quarters. As a result of the growth of our merchant solutions offerings, we believe that our business may
19





become more seasonal in the future, and that historical patterns in our business may not be a reliable indicator of our future performance.

Quarterly Revenue and Gross Margin Trends

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 merchant 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 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.

Our gross margin percentage has varied over the past eight quarters and 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.

In connection with expanding our operations internationally, we anticipate a growing proportion of our revenues and cost of sales transactions to be incurred in foreign currencies as compared to USD due to increased Shopify Payments, Shopify Capital, subscriptions, and other billings to select countries in local currency. Fluctuations in foreign currencies relative to the USD may impact identified quarterly and yearly trends.

The acquisition of Deliverr, which closed in the third quarter of 2022, and the sales of our logistics businesses in the second quarter of 2023 has impacted the comparability of our revenues and gross margin.

Quarterly Operating Expenses Trends

Excluding the events described below and outlined in the tables above, prior to the second quarter of 2023 operating expense growth was relatively steady. Following the workforce reduction and sales of our logistics businesses in the second quarter of 2023, operating expenses decreased and continued to decrease in the third quarter of 2023. In the fourth quarter of 2023 and first quarter of 2024, we saw increased spend to support our operations growth.

We recognized an impairment on the sales of our logistics businesses in the second quarter of 2023. We also recognized restructuring expenses in the second quarter of 2023 which caused an increase in research and development, sales and marketing, and general and administrative spend relative to revenue in the quarter. We impaired certain office spaces in the third quarter of 2023 and the fourth quarter of 2022, which caused an increase in general and administrative spend relative to revenue. In the third quarter of 2022, we recorded litigation contingencies which caused an increase in general and administrative spend relative to revenue in that quarter. In addition, the Deliverr acquisition, which closed in the third quarter of 2022, and the sales of our logistics businesses in the second quarter of 2023, impacted the comparability of operating expenses. We note a significant portion of our operating expenses are incurred in foreign currencies which may impact the comparability of our quarterly and yearly trends.

Quarterly Other (Expense) Income Trends

Historically, there have been no consistent trends associated with other (expense) 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
20





companies, 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.

Liquidity and Capital Resources

To date, we have financed our operations primarily through the sale of equity securities as well as the sale of the Notes, raising approximately $7.8 billion, net of issuance costs, from investors.

In September 2022, due to the expiry of our previous short-form base shelf prospectus, we filed a new 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. Securities and Exchange Commission. This shelf prospectus and registration statement allows Shopify to offer an unlimited amount of 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, which commenced September 9, 2022.

Our principal cash requirements are for working capital and ongoing operations. Excluding current deferred revenue, working capital as of March 31, 2024 was $5.8 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. 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.

Consistent with the Company's ongoing strategic investments, the Company invested $101 million in private companies in April 2024.
Cash, Cash Equivalents and Marketable Securities

Cash, cash equivalents, and marketable securities increased by $169 million to $5.2 billion as of March 31, 2024 from $5.0 billion as of December 31, 2023, primarily as a result of cash provided by our operations partially offset by 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 the 12 months from March 31, 2024.

21





The following table summarizes our total cash, cash equivalents and marketable securities as of March 31, 2024 and 2023 as well as our operating, investing and financing activities for the three months ended March 31, 2024 and 2023:  
Three months ended March 31,
20242023
(in millions)
Cash, cash equivalents and marketable securities (end of period)$5,177 $4,863 
Net cash provided by (used in):
Operating activities$238 $100 
Investing activities(27)(19)
Financing activities3 6 
Effect of foreign exchange on cash and cash equivalents
(4)2 
Net increase in cash and cash equivalents210 89 
Decrease in marketable securities(1)
(41)(279)
Net increase (decrease) in cash, cash equivalents and marketable securities$169 $(190)
 
(1) Excludes $175 million of marketable securities classified in "Equity and other investments" as of March 31, 2024.

Cash Flows From Operating Activities

Our largest source of operating cash is from merchant solutions. Within merchant solutions, the largest source of cash flows are Shopify Payments processing fee arrangements, which are received on a daily basis as transactions are processed. We also generate significant cash flows from our subscription solutions with subscription revenues being our single largest source of cash flows. These payments are typically paid to us at the beginning of the applicable subscription period, except for our Shopify Plus merchants who typically pay us at the end of their monthly billing cycle.

Our primary uses of cash from operating activities are for third-party payment processing fees, employee-related expenditures, marketing programs, and outsourced hosting costs.

For the three months ended March 31, 2024, net cash provided by operating activities was primarily the result of operating income, once adjusted for non-cash items.

Cash Flows From Investing Activities

Net cash used in investing activities in the three months ended March 31, 2024 was driven by $30 million used for purchases and originations of loans, net of repayments and sales and $6 million used to purchase property and equipment, which consisted mainly of leasehold improvements and computer equipment, offset by $10 million provided by maturities of marketable securities, net of purchases.

Cash Flows From Financing Activities

Net cash provided by financing activities in the three months ended March 31, 2024 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.

22





Contractual Obligations

Our principal commitments consist of our Notes 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 most recent annual Management's Discussion and Analysis.

Off-Balance Sheet Arrangements

In connection with the sales of our logistics businesses in the second quarter of 2023, we retained our guarantee of certain leases. We also entered into an indemnification agreement that governs the liability obligations of the purchaser in connection with these guarantees. These arrangements, and our obligations arising from such arrangements, are not expected to have a material impact on the current or future financial performance or financial condition of the Company.

Litigation and Loss Contingencies
On August 31, 2022, a jury in the U.S. District Court for the District of Delaware returned a verdict finding that Shopify infringed three web technology patents owned by Express Mobile, Inc. We have challenged the verdict through post-trial motions and the Plaintiff has moved for interest on the amount of the verdict.

We are not aware of any other litigation matters or loss contingencies that would be expected to have a material adverse effect on the business, consolidated financial position, results of operations, or cash flows.

Risks and Uncertainties

We are exposed to a variety of risks, as discussed in Note 3 in our condensed consolidated financial statements and the accompanying notes for the fiscal quarter ended March 31, 2024, as well as our audited consolidated financial statements and the accompanying notes for the fiscal year ended December 31, 2023. We regularly assess these risks to minimize any adverse effects on our business as a result of those factors. Our risk over foreign currency exchange fluctuations, changes in interest rates and inflation is discussed below.

Foreign Currency Exchange Risk

While the majority of our revenues, cost of revenues, and operating expenses are denominated in USD, a significant portion are denominated in foreign currencies. Due to offering Shopify Payments, Shopify Capital, subscriptions and other billing to select countries in local currency, a significant proportion of revenue transactions are denominated in GBP, EUR and CAD. As we continue to have significant Canadian operations and as operations continue to expand internationally, a significant proportion of operating expenses are also incurred in the aforementioned foreign currencies. To help mitigate the impacts associated with foreign currency fluctuations on future cash flows from operating expenses, we maintain a portfolio of foreign exchange derivative products designated as hedging instruments.
23






Effect of Foreign Exchange Rates

The following non-GAAP financial measure converts our revenues, cost of revenues, operating expenses, and income (loss) from operations using the comparative period's monthly average exchange rates:
Three months ended March 31,
20242023
At Prior Year Effective Rates (1)
Exchange Rate Effect (2)
GAAP Amounts as ReportedGAAP Amounts As Reported
(in millions)
Revenues$1,861 $— $1,861 $1,508 
Cost of revenues(904)— (904)(791)
Operating expenses(878)7 (871)(910)
Income (loss) from operations$79 $7 $86 $(193)
(1) Represents the outcome that would have resulted if the comparative period's effective foreign exchange rates are applied to the current reporting period.
(2) Represents the increase or decrease in GAAP amounts reported resulting from using the comparative period's effective foreign exchange rates. The exchange rate effect is primarily driven by fluctuations in CAD and GBP foreign exchange rates.

This effect of foreign exchange rates on our consolidated statements of operations disclosure is a supplement to our consolidated financial statements, which are prepared and presented in accordance with U.S. GAAP. We have provided the above non-GAAP disclosure as we believe it presents a clear comparison of our year to year operating results by removing the impact of fluctuations in foreign exchange rates and to assist investors in understanding our financial and operating performance. Non-GAAP financial measures are not recognized measures for financial statement presentation under U.S. GAAP, do not have standardized meanings, and may not be comparable to similar measures presented by other public companies. Such non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with U.S. GAAP.

The following table summarizes the effects on revenues, cost of revenues, operating expenses, and income (loss) from operations of a 10% strengthening of all foreign currencies the Company transacts in versus the USD without considering the impact of the Company's hedging activities and factoring in any potential changes in demand for the Company's solutions as a result of fluctuations in exchange rates:
Three months ended
March 31, 2024March 31, 2023
GAAP Amounts As Reported
$
Exchange Rate Effect (1)(2)
$
At 10% Stronger Rates (3)
$
GAAP Amounts As Reported
$
Exchange Rate Effect (2)
$
At 10% Stronger Rates (1)(3)
$
Revenues1,861 37 1,898 1,508 24 1,532 
Cost of revenues(904)(18)(922)(791)(13)(804)
Operating expenses(871)(27)(898)(910)(32)(942)
Income (loss) from operations86 (8)78 (193)(21)(214)
(1) A 10% weakening of the foreign currencies versus the USD would have an equal and opposite impact on the Company's revenues, cost of revenues, operating expenses and loss from operations as presented in the table.
(2) Represents the increase or decrease in GAAP amounts reported resulting from a 10% strengthening in foreign exchange rates relative to the USD.
(3) Represents the outcome that would have resulted had the foreign exchange rates relative to the USD in those periods been 10% stronger than they actually were, excluding the impact of our hedging program and without factoring in any potential changes in demand for the Company's solutions as a result of changes in exchange rates.

24





Equity and Other Investments

We hold equity and other investments that are subject to market-related risks that could substantially reduce or increase the fair value of our holdings. As of March 31, 2024, we had equity and other investments in public and private companies and our equity method investment totaling $4.0 billion. Our equity and other investments with readily determinable fair values, which relate to Affirm, Global-E, and Klaviyo, representing $2.0 billion of our investments, are recorded at fair value, which is subject to market price volatility. Our equity investments in private companies, representing $498 million of our investments, are recorded using the measurement alternative and are assessed each reporting period for observable price changes and impairments, which may involve estimates and judgments given the lack of readily available market data. Certain equity investments in private companies are in the early stages of development and are inherently risky due to their lack of operational history. Our equity method investment in Flexport, representing $735 million, is subject to risks based on our share of income or loss, including amortization of the basis difference, from this investment which may cause volatility to our earnings. Our debt investments in convertible notes of private companies are recorded at fair value and represent $506 million of our investments, which are impacted by the underlying entities' valuations and interest rates. Our investment option derivative to purchase Series B common shares in Klaviyo, Inc., represents $106 million of our investments, is impacted by market price volatility and interest rates.

Our marketable securities greater than one year, representing $175 million of our investments, are recorded at carrying value and any changes in the fair value due to the interest rate are not recorded until the investment is sold as they are classified as "held to maturity". 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.

Interest Rate Sensitivity

We had cash, cash equivalents and marketable securities in our cash management program totaling $5.2 billion as of March 31, 2024. The cash and cash equivalents are held for operations and working capital purposes. Our investments within cash, cash equivalents and marketable securities are made for capital preservation purposes. We do not enter into these types of investments for trading or speculative purposes.

Our cash equivalents and our portfolio of marketable securities are subject to market risk due to changes in interest rates. Fixed rate securities may have their market value adversely affected due to a rise in interest rates. Our future investment income may fall short of our expectations due to changes in interest rates or we may suffer losses in principal if we are forced to sell securities that decline in market value due to changes in interest rates. However, because we classify our debt securities as "held to maturity", no gains or losses are recognized due to changes in interest rates unless such securities are sold prior to maturity or declines in fair value are determined to be other than temporary.

In September 2020, we issued $920 million aggregate principal amount of Notes. The Notes have a fixed annual interest rate of 0.125%; accordingly, we do not have economic interest rate exposure on the Notes. However, the fair market value of the Notes is exposed to interest rate risk. Generally, the fair market value of our fixed interest rate Notes will increase as interest rates fall and decrease as interest rates rise. In addition, the fair market value of the Notes will generally fluctuate as the price of our Class A subordinate voting shares fluctuates. We carry the Notes at face value less debt offering costs, plus any amortization of offering costs, and we present the fair value for required disclosure purposes only.

The Company holds convertible notes in private companies. These investments are classified as available-for-sale debt securities, for which we have elected to account for under the fair value option. These investments are carried at fair value at each balance sheet date and any movements in the fair value are recognized in "Net (loss) income" in the condensed consolidated statement of operations and comprehensive (loss) income. The underlying entity's valuation includes inputs such as interest rates which impact the market value of the investment.

25





Concentration of Credit Risk

The Company’s cash and cash equivalents, marketable securities, trade and other receivables, loans, merchant cash advances, and foreign exchange derivative instruments subject the Company to concentrations of credit risk. Management mitigates this risk associated with cash and cash equivalents by making deposits and entering into foreign exchange derivative products only with large banks and financial institutions that are considered to be highly creditworthy. We limit the amount of credit exposure with any one financial institution and conduct timely evaluations of the credit worthiness of these financial institutions. Management mitigates the risks associated with marketable securities by adhering to its investment policy, which stipulates minimum rating requirements, maximum investment exposures and maximum maturities. Due to the Company’s diversified merchant base, there is no particular concentration of credit risk related to the Company’s trade and other receivables, and loans receivable and merchant cash advances. Trade and other receivables, and loans receivable and merchant cash advances are monitored on an ongoing basis to ensure timely collection of amounts. The Company has mitigated some of the risks associated with Shopify Capital by opening insurance policies with Export Development Canada ("EDC"), a wholly-owned corporation of the Government of Canada, who is AAA rated as of March 31, 2024. The Company pays EDC a monthly premium based on total eligible dollars advanced, and records this as "General and administrative" expense in the condensed consolidated statements of operations and comprehensive (loss) income. All policies include a deductible set at either a specified dollar loss threshold or calculated as a percentage of eligible advances issued. After considering the Company’s deductible and the insurer's maximum liability under the policies, the majority of the Company's gross outstanding balance of loans and merchant cash advances as of March 31, 2024 is covered. The receivable related to insurance recoveries, if any, is included in "Loans and merchant cash advances, net" in the condensed consolidated balance sheets. There are no receivables from individual merchants accounting for 10% or more of revenues or receivables.

Inflation Risk

We are subject to inflation risk that could have a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations. Furthermore, our merchants are also subject to risks associated with inflationary pressures that could impact their business and financial condition. These pressures could subsequently result in impacts to our GMV and further affect our business, particularly if economic growth has slowed across many of the regions in which we operate.

Internal Control Over Financial Reporting

All control systems, no matter how well designed, have inherent limitations. Accordingly, even disclosure controls and procedures, and internal controls over financial reporting determined to be effective can only provide reasonable assurance of achieving their control objectives with respect to financial statement preparation and presentation.

Management of the Company, under the supervision of the Company's Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over the Company's financial reporting, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP.

During the period covered by this quarterly report, there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Shares Outstanding

Shopify is a publicly traded company listed on the New York Stock Exchange (NYSE: SHOP) and on the Toronto Stock Exchange (TSX: SHOP). As of May 2, 2024 there were 1,209,425,431 Class A subordinate voting shares
26





issued and outstanding, 79,258,749 Class B restricted voting shares issued and outstanding, and 1 Founder share issued and outstanding.

As of May 2, 2024 there were 399,770 options outstanding and vested under the Company’s Fourth Amended and Restated Incentive Stock Option Plan. Each such option is or will become exercisable for one Class B restricted voting share. As of May 2, 2024 there were 14,593,446 options outstanding under the Company’s Amended and Restated Stock Option Plan, of which 7,585,283 were vested as of such date. Each such option is or will become exercisable for one Class A subordinate voting share. As of May 2, 2024 there were 109,414 options outstanding under the Deliverr, Inc 2017 Stock Option and Grant Plan, which the Company assumed on closing of its acquisition of Deliverr on July 8, 2022. Of these options, 37,166 were vested as of such date. Each option is or will become exercisable for one Class A subordinate voting share.

As of May 2, 2024 there were 5,376,772 Restricted Share Units ("RSUs") and 13,999 Deferred Share Units ("DSUs") outstanding under the Company’s Amended and Restated Long Term Incentive Plan. Each such RSU or DSU will vest as one Class A subordinate voting share.
27



 
EXHIBIT 99.3
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Tobias Lütke, Chief Executive Officer of Shopify Inc., certify the following:
1.    Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Shopify Inc. (the “issuer”) for the interim period ended March 31, 2024.
2.    No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.    Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.    Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuer's Annual and Interim Filings, for the issuer.
5.     Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer and I have, as at the end of the period covered by the interim filings
    (a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
    (i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
    (ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
    (b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
    5.1 Control framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
    5.2 N/A
    5.3 N/A
6.     Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1, 2024 and ended on March 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: May 8, 2024
/s/ Tobias Lütke
Tobias Lütke
Chief Executive Officer


EXHIBIT 99.4
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Jeff Hoffmeister, Chief Financial Officer of Shopify Inc., certify the following:
1.    Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Shopify Inc. (the “issuer”) for the interim period ended March 31, 2024.
2.    No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.    Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.    Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuer's Annual and Interim Filings, for the issuer.
5.     Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer and I have, as at the end of the period covered by the interim filings
    (a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
    (i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
    (ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
    (b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
    5.1 Control framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
    5.2 N/A
    5.3 N/A
6.     Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1, 2024 and ended on March 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: May 8, 2024
/s/ Jeff Hoffmeister
Jeff Hoffmeister
Chief Financial Officer

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