SHOP Form 144 Filing: 500 Class A Shares Proposed Sale via Morgan Stanley

Rhea-AI Filing Summary

Shopify Inc. (SHOP) Form 144 filing reports a proposed sale of 500 Class A subordinate voting shares through Morgan Stanley Smith Barney with an aggregate market value of $72,135, intended to be sold on 08/15/2025 on NASDAQ. The shares were acquired on 05/15/2023 by vesting of RSUs. The filing lists the total number of Class A shares outstanding as 1,220,418,767. It also discloses two prior 10b5-1 sales by the same holder: 500 shares sold on 07/15/2025 for $58,530 and 500 shares sold on 06/16/2025 for $54,075. The filing includes the required representation that the seller is not aware of undisclosed material adverse information and references reliance on Rule 10b5-1 trading plans where applicable.

Positive

• Compliance with Rule 144 is clearly documented, including acquisition details and sale schedule
• Transparency about recent 10b5-1 sales and proceeds (June and July 2025) provides investors with factual insider activity

Negative

• Insider selling: proposed sale of 500 shares and two prior sales of 500 shares each in June and July 2025 indicate ongoing disposition of insider-held shares
• Relative size of disclosed sales is small but occurs against a large outstanding share base of 1,220,418,767 shares

Insights

Securities Analyst

TL;DR: Routine Form 144 disclosure of small insider sales under a 10b5-1 plan; no new material company information.

The filing documents a proposed sale of 500 Class A shares valued at $72,135 and notes two recent 10b5-1 sales totaling 1,000 shares in June and July 2025. The shares were originally acquired via RSU vesting in May 2023. This is a compliance-focused disclosure that provides market participants transparency about insider selling activity relative to the large share count of 1.22 billion outstanding shares. There are no indications of other material events or changes to company operations in this filing.

Corporate Governance Expert

TL;DR: Insider sale disclosed with 10b5-1 references; filing fulfills regulatory requirements and affirms representation about undisclosed material facts.

The document shows adherence to Rule 144 notice requirements and references possible Rule 10b5-1 plan adoption or instructions. It specifies acquisition method (RSU vesting) and provides sale dates and proceeds for recent transactions. From a governance perspective, the filing is a standard transparency measure; it does not include any governance changes, related-party transactions beyond the sale, or disclosures of material adverse information.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	500	72135.00	1220418767	08/15/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Subordinate Voting Shares	05/15/2023	Vesting of RSUs	Issuer			500	05/15/2023	Vesting of RSUs

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for FIDJI SIMO 151 O Connor Street Ottawa A6 K2P 2L8	Class A	07/15/2025	500	58530.00
10b5-1 Sales for FIDJI SIMO 151 O Connor Street Ottawa A6 K2P 2L8	Class A	06/16/2025	500	54075.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does Shopify's (SHOP) Form 144 disclose about the proposed sale?

The filing discloses a proposed sale of 500 Class A shares via Morgan Stanley Smith Barney on 08/15/2025 with an aggregate market value of $72,135 on NASDAQ.

How and when were the shares being sold acquired?

The 500 shares to be sold were acquired on 05/15/2023 through the vesting of RSUs from the issuer.

Has the seller sold Shopify shares recently?

Yes. The filing lists two 10b5-1 sales: 500 shares sold on 06/16/2025 for $54,075 and 500 shares sold on 07/15/2025 for $58,530.

What is the total number of Shopify Class A shares outstanding reported in the filing?

The filing reports 1,220,418,767 Class A shares outstanding.

Does the Form 144 indicate any undisclosed material adverse information?

The person filing represents by signature that they do not know any material adverse information about the issuer that has not been publicly disclosed.