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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________
FORM 8-K
________________________________________________
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 11, 2025
Shopify Logo.jpg
________________________________________________
Shopify Inc.
(Exact name of registrant as specified in its charter)
________________________________________________

Canada001-3740098-0486686
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
151 O'Connor Street, Ground Floor148 Lafayette Street
Ottawa,OntarioNew York,New York
CanadaK2P 2L8USA10012
(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (613) 241-2828 x 1045
 
________________________________________________

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTradingName of each exchange on which registered
Class A Subordinate Voting SharesSHOPNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02.    Results of Operations and Financial Condition

On February 11, 2025, Shopify Inc. (the "Company") issued a press release announcing its financial results for the quarter and full year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.


Item 9.01.    Financial Statements and Exhibits.
Exhibit No.Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)





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 hereunto duly authorized.
 
SHOPIFY INC.
Date: February 11, 2025
By:/s/ Michael L. Johnson
Name: Michael L. Johnson
Title: Corporate Secretary
 
 


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Shopify Merchant Success Powers Q4 Outperformance Across Both Top and Bottom-Line
Q4 Revenue Growth Accelerates to 31% and Free Cash Flow Margin Expands to 22%;
Full Year Revenue Up 26% and Free Cash Flow Margin Increases to 18%

Internet, Everywhere - February 11, 2025 - Shopify Inc. (NYSE, TSX: SHOP), a leading commerce technology company announced today financial results for the quarter and year ended December 31, 2024.

“2024 was a stand-out year for Shopify. We seized every opportunity to fuel our growth and it showed in the results quarter after quarter,” said Harley Finkelstein, President of Shopify. “Heading into 2025, we are committed to making entrepreneurship more common and further establishing Shopify as the go-to commerce platform for businesses of all sizes. With our proven track record, the agility of our platform, and our relentless focus on merchant success, we like our odds in this evolving technology landscape, and are excited about the opportunities it brings for Shopify and our merchants.”

Jeff Hoffmeister, Chief Financial Officer of Shopify, said, “We are thrilled with our strong performance in Q4, wrapping up an outstanding 2024. Q4 marks our seventh consecutive quarter of 25% or greater revenue growth when excluding logistics. Moreover, we grew free cash flow margin sequentially each quarter of 2024, reaching 22% for Q4. GMV growth accelerated each quarter this year, achieving a 24% year-over-year increase in 2024, marking our highest GMV growth in three years. These consistent results are a testament to our strategic initiatives and operational discipline, positioning us well for continued success and growth in the future.”

Selected Business Performance Information(1)
(In US $ millions, except percentages)
Three months ended
December 31,		Years ended
December 31,
2024202320242023
GMV94,46075,125292,275235,910
MRR178144178144
Revenue2,8122,1448,8807,060
Gross profit1,3521,0624,4723,515
Operating income (loss)4652891,075(1,418)
Free cash flow6114461,597905
YoY revenue growth rate31 %24 %26 %26 %
Free cash flow margin22 %21 %18 %13 %
(1)See notes below for definitions of GMV, MRR and additional information on free cash flow and free cash flow margin, which are non-GAAP financial measures and are reconciled to the comparable GAAP measure in the non-GAAP reconciliation at the end of this press release.
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2024 Highlights(1)

Rapid growth at scaleImproving profitability
$1TnMilestone crossed in cumulative GMV $1.1BnOperating income in 2024
2.4X
More GMV than 2020
12X
More operating income than 2020
3X
More revenue than 2020$1.6BnFree cash flow generated in 2024
7Consecutive quarters of 25% or greater revenue growth, excluding logistics9Consecutive quarters of positive free cash flow
+26%Annual revenue growth that persists with scale (2024: 26%, 2023: 26%, 2022: 21%)+500bpsFree cash flow margin expansion
Multiple growth drivers
gaining momentum		Gold standard for trusted commerce
+33%
International revenue growth(2)
875M+Unique online shoppers purchasing from Shopify merchants in 2024
+33%
Offline revenue growth(3)
200M+Hundreds of millions of Shop Pay users
>140%
B2B GMV growth(4)
>12%
US ecommerce market share(5)
+50%Shop Pay GMV growth
+32%Gross Payments Volume growth
(1)All comparisons are to 2023, unless otherwise stated.
(2)International revenue represents total revenue for all regions outside North America, which are defined as the Europe, Middle East and Africa region, Asia-Pacific region, and Latin America region.
(3)Offline revenue includes revenue from Shopify Payments for offline, POS Pro and Retail plan subscriptions and POS Hardware.
(4)Represents a very small portion of GMV today, given it is a newer product offering for merchants only on Plus.
(5)The US ecommerce market is based on a combination of US Census Bureau data (Quarterly Retail E-Commerce Sales, not adjusted) and internal estimates. Shopify market share represents sales by Shopify merchants based on Shopify’s 2024 US GMV (excluding merchant sales made through POS).




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2025 Outlook
The outlook that follows supersedes all prior financial outlook statements made by Shopify, constitutes forward-looking information within the meaning of applicable securities laws, and is based on a number of assumptions and subject to a number of risks. Actual results could vary materially as a result of numerous factors, including certain risk factors, many of which are beyond Shopify’s control. Please see "Forward-looking Statements" below for more information.

We expect the strong merchant momentum from Q4 to carry over into Q1, recognizing that Q1 is consistently our lowest GMV quarter seasonally. With that backdrop, for the first-quarter of 2025 we expect:
•Revenue to grow at a mid-twenties percentage rate on a year-over-year basis;
•Gross profit dollars to grow at a low-twenties percentage rate on a year-over-year basis;
•Operating expense as a percentage of revenue to be 41% to 42%;
•Stock-based compensation to be $120 million; and
•Free cash flow margin to be in the mid-teens.

Quarterly Conference Call
Shopify’s management team will hold a conference call to discuss our fourth-quarter results today, February 11, 2025, at 8:30 a.m. ET. The conference call will be webcast on the investor relations section of Shopify’s website at www.shopifyinvestors.com/news-and-events. An archived replay of the webcast will be available following the conclusion of the call.

Shopify’s Annual Report on Form 10-K for the year ended December 31, 2024, including the Audited Consolidated Financial Statements and accompanying notes, Management's Discussion and Analysis, will be available on Shopify’s website at www.shopify.com and will be filed on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Shareholders may, upon request, receive a hard copy of the complete audited financial statements free of charge.

About Shopify
Shopify is the leading global commerce company that provides essential internet infrastructure for commerce, offering trusted tools to start, scale, market, and run a retail business of any size. Shopify makes commerce better for everyone with a platform and services that are engineered for speed, customization, reliability, and security, while delivering a better shopping experience for consumers online, in store, and everywhere in between. Shopify powers millions of businesses in more than 175 countries and is trusted by brands such as BarkBox, Vuori, BevMo, Carrier, JB Hi-Fi, Meta, ButcherBox, SKIMS, Supreme, and many more.
For more information visit www.shopify.com
CONTACT INVESTORS:CONTACT MEDIA:
Carrie GillardAlex Lyons
Director, Investor RelationsSenior Lead, External Communications
IR@shopify.compress@shopify.com

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Shopify Inc. Condensed Consolidated Statement of Operations
(In US $ millions)


Three months ended
December 31,		Years ended
December 31,
2024202320242023
Revenues
Subscription solutions6665252,3501,837
Merchant solutions2,1461,6196,5305,223
2,8122,1448,8807,060
Cost of revenues
Subscription solutions13497434354
Merchant solutions1,3269853,9743,191
1,4601,0824,4083,545
Gross profit1,3521,0624,4723,515
Operating expenses
Sales and marketing3483171,3931,220
Research and development3513111,3671,730
General and administrative112100410491
Transaction and loan losses7645227152
Impairment on sales of Shopify's logistics businesses———1,340
Total operating expenses8877733,3974,933
Operating income (loss)4652891,075(1,418)
Net other income, including taxes(1)
8283689441,550
Net income 1,2936572,019132
less: equity investments, mark to market, net of taxes
8353207821,361
Net income (loss)
excluding the impact of equity investments(2)
4583371,237(1,229)


(1)Net other income, including taxes includes interest income, gains and losses on equity and other investments, foreign exchange gains and losses and our provision for income taxes.

(2)Net income excluding the impact of equity investments is a non-GAAP financial measure which is reconciled below in the non-GAAP reconciliation at the end of this press release. The impact of any gains or losses of our equity investments in third parties are not relevant to the fundamentals of our business. Valuations of third parties in public and private markets are outside of our control, and therefore, fluctuations in those valuations have little analytical or predictive value regarding our ability to drive operational results.

A full Consolidated Statements of Operations and Comprehensive Income (Loss) are available in the Annual Report on Form 10-K filed concurrently with this press release with Canadian and US regulators and available at www.sedarplus.ca and www.sec.gov.
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Shopify Inc. Condensed Consolidated Balance Sheets
(In US $ millions)
December 31, 2024December 31, 2023
Assets
Current assets
Cash and cash equivalents1,498 1,413 
Marketable securities3,981 3,595 
Trade and other receivables, net342 282 
Loans and merchant cash advances, net1,224 816 
Other current assets209 169 
7,254 6,275 
Long-term assets
Property and equipment, net47 49 
Operating lease right-of-use assets, net93 98 
Intangible assets, net22 29 
Deferred tax assets37 44 
Other long-term assets21 — 
Long-term investments709 115 
Equity and other investments ($3,930 and $2,977, carried at fair value)
4,647 3,482 
Equity method investment642 780 
Goodwill452 427 
6,670 5,024 
Total assets13,924 11,299 
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities737 579 
Deferred revenue283 302 
Operating lease liabilities18 17 
Convertible senior notes918 — 
1,956 898 
Long-term liabilities
Deferred revenue147 196 
Operating lease liabilities190 217 
Convertible senior notes— 916 
Deferred tax liabilities73 6 
410 1,335 
Commitments and contingencies
Shareholders’ equity
Common stock9,634 9,201 
Additional paid-in capital305 251 
Accumulated other comprehensive (loss) income(10)4 
Accumulated surplus (deficit)1,629 (390)
Total shareholders’ equity11,558 9,066 
Total liabilities and shareholders’ equity13,924 11,299 
5

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Shopify Inc. Condensed Consolidated Statements of Cash Flows
(In US $ millions)

Three months ended
December 31,		Years ended
December 31,
2024202320242023
Cash flows from operating activities
Net income for the period1,2936572,019132
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Amortization and depreciation8103670
Stock-based compensation10998430615
Provision for transaction and loan losses522914880
Deferred income tax expense (recovery)72(3)78(1)
Revenue related to non-cash consideration(19)(35)(94)(158)
Impairment on sales of Shopify's logistics businesses———1,340
Impairment of right-of-use assets and leasehold improvements———38
Net (gain) loss on equity and other investments(929)(368)(992)(1,419)
Net loss on equity method investment224813858
Unrealized foreign exchange loss (gain)34(12)19(6)
Changes in operating assets and liabilities(27)24(166)195
Net cash provided by operating activities6154481,616944
Cash flows from investing activities
Purchases of property and equipment(4)(2)(19)(39)
Purchases of marketable securities(2,339)(1,683)(8,396)(5,841)
Maturities of marketable securities1,8101,6127,4575,590
Purchases and originations of loans(877)(527)(3,006)(1,861)
Repayments and sales of loans7755142,5421,338
Purchases of equity and other investments(26)(260)(137)(364)
Acquisition of businesses, net of cash acquired——(30)(31)
Other——3(36)
Net cash used in investing activities(661)(346)(1,586)(1,244)
Cash flows from financing activities
Proceeds from the exercise of stock options49176160
Net cash provided by financing activities49176160
Effect of foreign exchange on cash and cash equivalents(12)7(6)4
Net (decrease) increase in cash, cash equivalents and restricted cash(9)12685(236)
Cash, cash equivalents and restricted cash – Beginning of period1,5071,2871,4131,649
Cash, cash equivalents and restricted cash – End of Period1,4981,4131,4981,413

6

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Reconciliation of Non-GAAP Financial Measures

Free Cash Flow Reconciliation
(In US $ millions, except percentages)
The following table illustrates how free cash flow is calculated in this press release:
Three months ended
December 31,		Years ended
December 31,
2024202320242023
Net cash provided by (used in) operating activities615 448 1,616 944 
less: capital expenditures(1)
(4)(2)(19)(39)
Free cash flow611 446 1,597 905 
Revenue2,812 2,144 8,880 7,060 
Free cash flow margin22 %21 %18 %13 %
(1)Capital expenditures is equivalent to the amount included in “Purchases of property and equipment” on our consolidated statements of cash flows for the reported period.

Net Income (Loss) Excluding the Impact of Equity Investments Reconciliation
(In US $ millions)
The following table illustrates how Net Income (Loss) Excluding the Impact of Equity Investments is calculated in this press release:
Three months ended
December 31,		Years ended
December 31,
2024202320242023
Net income 1,2936572,019132
less: equity investments, mark to market, net of taxes
8353207821,361
Net income (loss)
excluding the impact of equity investments(1)
4583371,237(1,229)
(1)Net income excluding the impact of equity investments is a non-GAAP financial measure. The impact of any gains or losses of our equity investments in third parties are not relevant to the fundamentals of our business. Valuations of third parties in public and private markets are outside of our control, and therefore fluctuations in those valuations have little analytical or predictive value regarding our ability to drive operational results.
7

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Financial Performance Constant Currency Analysis
(In US $ millions, except percentages)
The following table converts our GMV, revenues, gross profit and operating income using the comparative period's monthly average exchange rates. The table below setting out the effect of foreign exchange rates on GMV and our consolidated statements of operations disclosure is a supplement to our consolidated financial statements, which are prepared and presented in accordance with US GAAP. We have provided the below disclosure as we believe it presents a clear comparison of our period to period operating results by removing the impact of fluctuations in foreign exchange rates and to assist investors in understanding our financial and operating performance.

Three months ended December 31,
GMVRevenueSubscription solutions revenueMerchant solutions revenueGross profitOperating income
2023 as reported (GAAP, excl. GMV)75,1252,1445251,6191,062289
2024 as reported (GAAP, excl. GMV)94,4602,8126662,1461,352465
Percentage change YoY (GAAP, excl. GMV)26%31%27%33%27%61%
Constant currency impact(422)(3)0(3)(1)7
Percentage change YoY (GAAP, excl. GMV) constant currency26%31%27%33%27%58%

Years ended December 31,
GMVRevenueSubscription solutions revenueMerchant solutions revenueGross profitOperating income
2023 as reported (GAAP, excl. GMV)235,9107,0601,8375,2233,515(1,418)
2024 as reported (GAAP, excl. GMV)292,2758,8802,3506,5304,4721,075
Percentage change YoY (GAAP, excl. GMV)24%26%28%25%27%*
Constant currency impact(1,043)(5)(1)(4)0(22)
Percentage change YoY (GAAP, excl. GMV) constant currency24%26%28%25%27%*
*    Not a meaningful comparison
8

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Forward-looking Statements
This press release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”), including statements related to Shopify’s financial outlook, including expected revenue and expenses for the next fiscal quarter. These statements can be identified by words such as “expect” and are based on Shopify's current projections and expectations about future events and financial results. Known and unknown risks may cause actual results to differ materially from those described in the forward-looking statements. These risks include, but are not limited to, the Company’s ability to maintain expected growth and manage expenses, the impact of changes in economic conditions and consumer spending in key markets such as the United States and Europe and globally, the impact of measures that affect international trade, including tariffs, our reliance on third party cloud providers to deliver services, a cyberattack or security breach, and serious errors or defects in software or hardware. Other factors and risks that may cause actual results to differ materially from those set out in the forward-looking statements are set out in Shopify's Annual Report on Form 10-K and other filings made with US and Canadian securities regulators, available at www.sedarplus.ca and www.sec.gov. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on information available to management on the date hereof and represent management’s beliefs regarding future events, projection and financial trends, which, by their nature, are inherently uncertain. The forward-looking statements are provided to give additional information about management’s expectations and beliefs and may not be appropriate for other purposes. Shopify undertakes no duty to publicly update or revise any forward-looking statements, except as may be required by law.


















Notes: (1)Gross Merchandise Volume, or GMV, represents the total dollar value of orders facilitated through the Shopify 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.

Monthly Recurring Revenue, or MRR, is calculated by multiplying the number of merchants by the average monthly subscription plan fee in effect on the last day of that period and is used by management as a directional indicator of subscription solutions revenue going forward assuming merchants maintain their subscription plan the following month. In the three months ended March 31, 2024, the Company revised the inclusion of paid trials in the calculation of MRR.

Free cash flow and free cash flow margin are non-GAAP financial measures which are reconciled in the non-GAAP reconciliation at the end of this press release. Shopify believes free cash flow and free cash flow margin provide useful information to help investors and others understand our operating results and the performance of our business in the same manner as management. Shopify does not reconcile forward-looking non-GAAP free cash flow margin as certain financial information, the probable significance of which cannot be determined, is not available and cannot be reasonably estimated. Free cash flow is a non-GAAP financial measure calculated as cash flow from operations less capital expenditures.
9

v3.25.0.1
Cover
Feb. 11, 2025
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Feb. 11, 2025
Entity Registrant Name Shopify Inc.
Entity Incorporation, State or Country Code Z4
Entity File Number 001-37400
Entity Tax Identification Number 98-0486686
Entity Address, Address Line One 151 O'Connor Street, Ground Floor
Entity Address, City or Town Ottawa,
Entity Address, State or Province ON
Entity Address, Country CA
Entity Address, Postal Zip Code K2P 2L8
City Area Code 613
Local Phone Number 241-2828 x 1045
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Subordinate Voting Shares
Trading Symbol SHOP
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001594805
Other Address  
Document Information [Line Items]  
Entity Address, Address Line One 148 Lafayette Street
Entity Address, City or Town New York,
Entity Address, State or Province NY
Entity Address, Country US
Entity Address, Postal Zip Code 10012
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