[144] Shopify Inc. Class A subordinate voting shares SEC Filing

Rhea-AI Filing Summary

Form 144 notice for Shopify Inc. (SHOP) Class A shares describing a proposed sale of 1,200 shares. The filer plans to sell 1,200 Class A shares through Morgan Stanley Smith Barney LLC on Nasdaq on 09/05/2025 with an aggregate market value listed as $174,180.00. The shares were acquired the same day by exercise of stock options and paid for in cash. The filing also reports two prior 10b5-1 sales by the same person: 1,200 shares on 08/05/2025 for $149,700.00 and 1,200 shares on 07/07/2025 for $139,512.00. The notice includes a representation that the seller has no undisclosed material adverse information.

Positive

• Full disclosure provided: broker, sale date, share count, acquisition method, and aggregate value are listed
• Securities acquired by exercise: the filing states the 1,200 shares were acquired on 09/05/2025 by exercise of stock options and paid in cash
• Prior 10b5-1 sales disclosed: two prior sales (1,200 shares each) on 07/07/2025 and 08/05/2025 with gross proceeds reported

Negative

• None.

Insights

Securities Compliance Analyst

TL;DR: Routine Form 144 filing documenting an option exercise and planned sale, with prior 10b5-1 sales reported.

This filing documents compliance with Rule 144 requirements for reporting a proposed sale of 1,200 Class A shares on 09/05/2025 via Morgan Stanley Smith Barney LLC. The shares were acquired by exercise of stock options on the same date and paid for in cash, which is explicitly disclosed. The filing also transparently lists two recent 10b5-1 plan sales in July and August 2025, which helps demonstrate an orderly pattern of dispositions. From a compliance perspective the notice contains the key elements regulators expect: broker, share count, acquisition method, dates and prior sales.

Securities Analyst

TL;DR: Small, disclosed insider sale relative to total outstanding shares; unlikely to be material to investors.

The proposed sale of 1,200 shares represents a de minimis portion of the reported 1,220,418,767 shares outstanding, and the filing shows the shares were acquired by option exercise and will be sold through a major broker. The inclusion of recent 10b5-1 sales (two prior sales of 1,200 shares each) indicates the seller is using pre-arranged or systematic disposition methods. This looks like routine insider liquidity rather than a material corporate development.

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	1200	174180.00	1220418767	09/05/2025	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	09/05/2025	Exercise of Stock Options	Issuer			1200	09/05/2025	Cash

* 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 GAIL GOODMAN 151 O Connor Street Ottawa A6 K2P 2L8	Class A	08/05/2025	1200	149700.00
10b5-1 Sales for GAIL GOODMAN 151 O Connor Street Ottawa A6 K2P 2L8	Class A	07/07/2025	1200	139512.00

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 the Form 144 filed for SHOP disclose?

The notice discloses a proposed sale of 1,200 Class A shares on 09/05/2025 through Morgan Stanley Smith Barney LLC with an aggregate market value of $174,180.00.

How were the 1,200 SHOP shares acquired?

The filing states the shares were acquired on 09/05/2025 by exercise of stock options and payment was made in cash.

Does the Form 144 show prior sales by the same person?

Yes. It reports two 10b5-1 sales of 1,200 shares each: on 07/07/2025 for $139,512.00 and on 08/05/2025 for $149,700.00.

Which broker will execute the proposed SHOP sale?

The sale is to be executed by Morgan Stanley Smith Barney LLC, at the address listed in the filing.

How large is the proposed sale relative to outstanding shares?

The filing lists 1,220,418,767 shares outstanding; the proposed 1,200 share sale is a very small fraction of that total as reported.