Shopify founder outlines planned Class A share sales

Shopify Inc. (SHOP) discloses that company founder Tobias Lütke has filed a notice under Rule 144 covering planned transactions in Class A Subordinate Voting Shares.

Available on EDGAR 09/04/2026 - 04:24 PM EDT Accepted by SEC EDGAR 09/04/2026 - 04:24 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Shopify Inc. (SHOP) discloses that company founder Tobias Lütke has filed a notice under Rule 144 covering planned transactions in Class A Subordinate Voting Shares. The plan includes 46,758 shares tied to the vesting of RSUs on September 9, 2026, an earlier gift of 87,750 shares dated December 10, 2025, and the conversion of 438,750 Class B Multiple Voting Shares on December 12, 2025. The notice also lists multiple Class A share sales by Lütke during June–September 2026 and states that future sales are expected to be made under plans intended to comply with Rule10b5-1(c), adopted on December 8, 2025, using an aggregate market value calculated from the August 31, 2026 closing price of $147.37 per share.

Key Figures

RSU vesting shares: 46,758 shares Gifted shares: 87,750 shares Converted Class B shares: 438,750 shares +4 more

7 metrics

RSU vesting shares 46,758 shares Class A Subordinate Voting Shares tied to vesting of RSUs dated September 9, 2026

Gifted shares 87,750 shares Class A Subordinate Voting Shares listed as a gift dated December 10, 2025

Converted Class B shares 438,750 shares Conversion of Class B Multiple Voting Shares into Class A on December 12, 2025

Reference share price $147.37 per share August 31, 2026 closing price used to calculate aggregate market value

Sale on June 10, 2026 18,000 shares; $1,980,797.40 Class A Subordinate Voting Shares sold by Tobias Lütke during past 3 months

Sale on June 11, 2026 54,000 shares; $5,964,278.40 Class A Subordinate Voting Shares sold by Tobias Lütke during past 3 months

Sale on August 26, 2026 40,500 shares; $6,139,702.80 Class A Subordinate Voting Shares sold by Tobias Lütke during past 3 months

Key Terms

Rule 144, Rule10b5-1(c), Class A Subordinate Voting Shares, Class B Multiple Voting Shares, +1 more

5 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

Rule10b5-1(c) regulatory

"Sales to be made pursuant to plans intended to comply with Rule10b5-1(c)"

Class A Subordinate Voting Shares financial

"Class A Subordinate Voting Shares | 09/09/2026 | Vesting of RSUs"

Class A subordinate voting shares are a type of common stock that carries limited voting power compared with a superior share class; holders own the economic interest in the company but usually have less influence over major decisions than holders of higher-vote shares. For investors this matters because these shares can trade at different prices and offer the same upside and dividend rights but less control—like owning a seat on a bus instead of the driver’s seat.

Class B Multiple Voting Shares financial

"Conversion of Class B Multiple Voting Shares | Issuer"

Class B multiple voting shares are a type of stock that gives each share more votes on corporate decisions—often many times more—than regular shares, allowing a small group of holders to control board elections and major company choices. For investors, these shares matter because they affect who makes strategic decisions and can limit the influence of outside shareholders, which can change the company’s direction, risk profile, and long-term value.

Vesting of RSUs financial

"09/09/2026 | Vesting of RSUs | Issuer"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the Form 144 filing for SHOP disclose about Tobias Lütke?

It discloses that Tobias Lütke has filed a Rule 144 notice for planned transactions in Class A Subordinate Voting Shares, including RSU vesting, a prior gift, and a conversion of Class B Multiple Voting Shares, with sales expected under a Rule10b5-1(c) trading plan.

How many Shopify (SHOP) shares are tied to RSU vesting in this Form 144?

The notice lists 46,758 Class A Subordinate Voting Shares associated with the vesting of RSUs dated September 9, 2026. These are part of the securities to be sold disclosed in the filing.

What share gift by Tobias Lütke is referenced in the Shopify (SHOP) Form 144?

The filing lists a gift of 87,750 Class A Subordinate Voting Shares dated December 10, 2025. The transaction is described as a gift with “N/A (gift)” indicated for consideration.

What conversion of Shopify (SHOP) shares is disclosed in the Form 144?

The notice reports the conversion of 438,750 Class B Multiple Voting Shares into Class A Subordinate Voting Shares on December 12, 2025, with the issuer shown as the other party and “N/A (conversion)” listed for consideration.

What trading plan is associated with the Shopify (SHOP) Form 144 sales?

Sales are stated to be made pursuant to plans intended to comply with Rule10b5-1(c), entered into on December 8, 2025, at which time Tobias Lütke is described as not being aware of material non-public information.

What price is used to calculate aggregate market value in the Shopify (SHOP) Form 144?

Aggregate market value is calculated using the August 31, 2026 closing price of $147.37 per share, as noted in the remarks section of the notice.

Are any entities besides Tobias Lütke involved in the Shopify (SHOP) share sales?

Yes. The remarks state that certain shares are to be sold by Thistledown Foundation and 7910240 Canada Inc., each of which is described as being controlled by Tobias Lütke.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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	0001666546
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Shopify Inc.
SEC File Number	001-37400
Address of Issuer	151 O'Connor St. Ground Floor Ottawa ONTARIO, CANADA K2P 2L8
Phone	613-2412828
Name of Person for Whose Account the Securities are To Be Sold	Tobias Lutke
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	Officer
Relationship to Issuer	Director

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 Subordinate Voting Shares	Solium Capital ULC 1500 600-3rd Ave., SW Calgary A0 T2P 0G5	24000	3536880	1208570347	09/09/2026	NASDAQ
Class A Subordinate Voting Shares	PWL Capital Inc. 3400 de Maisonneuve W Suite 1501 Montreal A8 H3Z 3B8	87750	12931717.5	1208570347	09/09/2026	NASDAQ
Class A Subordinate Voting Shares	PWL Capital Inc. 3400 de Maisonneuve W Suite 1501 Montreal A8 H3Z 3B8	438750	64658587.5	1208570347	09/09/2026	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	09/09/2026	Vesting of RSUs	Issuer			46758	09/09/2026	Vesting of RSUs
Class A Subordinate Voting Shares	12/10/2025	Gift			05/10/2022	87750		N/A (gift)
Class A Subordinate Voting Shares	12/12/2025	Conversion of Class B Multiple Voting Shares	Issuer			438750	12/12/2025	N/A (conversion)

* 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
Tobias Lutke 151 O'Connor St. Ground Floor Ottawa A6 K2P 2L8	Class A Subordinate Voting Shares	06/10/2026	18000	1980797.4
Tobias Lutke 151 O'Connor St. Ground Floor Ottawa A6 K2P 2L8	Class A Subordinate Voting Shares	06/11/2026	54000	5964278.4
Tobias Lutke 151 O'Connor St. Ground Floor Ottawa A6 K2P 2L8	Class A Subordinate Voting Shares	06/17/2026	72000	8062221.6
Tobias Lutke 151 O'Connor St. Ground Floor Ottawa A6 K2P 2L8	Class A Subordinate Voting Shares	06/24/2026	45000	4960120.5
Tobias Lutke 151 O'Connor St. Ground Floor Ottawa A6 K2P 2L8	Class A Subordinate Voting Shares	07/01/2026	40500	4927894.2
Tobias Lutke 151 O'Connor St. Ground Floor Ottawa A6 K2P 2L8	Class A Subordinate Voting Shares	07/08/2026	40500	4736580.3
Tobias Lutke 151 O'Connor St. Ground Floor Ottawa A6 K2P 2L8	Class A Subordinate Voting Shares	07/15/2026	40500	5035749.75
Tobias Lutke 151 O'Connor St. Ground Floor Ottawa A6 K2P 2L8	Class A Subordinate Voting Shares	07/22/2026	40500	4808443.5
Tobias Lutke 151 O'Connor St. Ground Floor Ottawa A6 K2P 2L8	Class A Subordinate Voting Shares	07/29/2026	40500	5299809.75
Tobias Lutke 151 O'Connor St. Ground Floor Ottawa A6 K2P 2L8	Class A Subordinate Voting Shares	08/05/2026	40500	5896006.2
Tobias Lutke 151 O'Connor St. Ground Floor Ottawa A6 K2P 2L8	Class A Subordinate Voting Shares	08/12/2026	40500	6081650.1
Tobias Lutke 151 O'Connor St. Ground Floor Ottawa A6 K2P 2L8	Class A Subordinate Voting Shares	08/19/2026	40500	5694175.8
Tobias Lutke 151 O'Connor St. Ground Floor Ottawa A6 K2P 2L8	Class A Subordinate Voting Shares	08/26/2026	40500	6139702.8
Tobias Lutke 151 O'Connor St. Ground Floor Ottawa A6 K2P 2L8	Class A Subordinate Voting Shares	09/02/2026	23823	3325848.03
Tobias Lutke 151 O'Connor St. Ground Floor Ottawa A6 K2P 2L8	Class A Subordinate Voting Shares	09/02/2026	40500	5686479.45

144: Remarks and Signature

Remarks	Aggregate market value calculated using August 31, 2026 closing price of $147.37 per share. Number of shares outstanding as of July 31, 2026. Sales to be made pursuant to plans intended to comply with Rule10b5-1(c), entered into on December 8, 2025, at which time Tobias Lutke was not aware of material non-public information. Certain shares to be sold by Thistledown Foundation and 7910240 Canada Inc., each of which is controlled by Tobias Lutke. Converted Class B Multiple Voting Shares were acquired on May 27, 2015. Dates of sale reflect a three month period starting on September 5, 2026.
Date of Notice	09/04/2026
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	12/08/2025
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	Tobias Lutke
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)