[144] SHOPIFY INC. SEC Filing

Rhea-AI Filing Summary

Form 144 notice for SHOP (Shopify Inc.) reports proposed sales of Class A Subordinate Voting Shares tied to option and RSU vesting on 09/22/2025. The filer lists two blocks: 446,584 shares (aggregate market value $64,031,213.92) and 17,885 shares (aggregate market value $2,564,305.42), with total outstanding shares shown as 1,220,418,767. Both blocks are to be sold on Nasdaq and were acquired on 09/22/2025 through vesting of options (446,584 shares) and vesting of RSUs (17,885 shares), with payment described as exercise of options/RSUs on the same date. The filing also discloses prior sales by Tobias Lutke: 17,865 shares on 09/02/2025 for $2,440,392.94 and 73,725 shares on 09/16/2025 for $10,798,552.36.

Insights

Financial Analyst

TL;DR: Insider sales tied to option/RSU vesting disclosed; amounts and prior disposals are clearly listed, suggesting routine insider liquidity.

The Form 144 shows scheduled sales of vested equity rather than open-market purchases; 446,584 shares and 17,885 shares are reported for sale on 09/22/2025 with acquisition by vesting and exercise the same day. Aggregate market values are provided for each block and the filing lists recent sales by Tobias Lutke totaling 91,590 shares across two transactions in September 2025. For investors, this is a transparent regulatory disclosure of insider selling activity; the form does not include any statements about material non-public information and contains no forward-looking commentary.

Corporate Governance Expert

TL;DR: The filing documents compliance with Rule 144 for planned insider sales tied to award vesting and option exercises.

The notice identifies the relationship to the issuer implicitly by context and specifies that the securities were acquired via vesting from the issuer and exercised on 09/22/2025. It also includes an attestation regarding lack of undisclosed material adverse information. The filing fulfills disclosure requirements for proposed sales and records recent sales by the same individual, aiding transparency around insider disposition patterns. No governance actions, plan adoption dates, or 10b5-1 plan specifics are provided in the record.

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

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 Subordinate Voting Shares	Solium Capital Inc. Suite 1500 600-3rd Ave., SW Calgary A0 T2P 0G5	446584	64031213.92	1220418767	09/22/2025	NASDAQ
Class A Subordinate Voting Shares	Solium Capital Inc. Suite 1500 600-3rd Ave., SW Calgary A0 T2P 0G5	17885	2564305.42	1220418767	09/22/2025	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	09/22/2025	Vesting of options	Issuer			446584	09/22/2025	Exercise of options
Class A Subordinate Voting Shares	09/22/2025	Vesting of RSUs	Issuer			17885	09/22/2025	Exercise 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
Tobias Lutke 151 O'Connor St. Ground Floor Ottawa A6 K2P 2L8	Class A Subordinate Voting Shares	09/02/2025	17865	2440392.94
Tobias Lutke 151 O'Connor St. Ground Floor Ottawa A6 K2P 2L8	Class A Subordinate Voting Shares	09/16/2025	73725	10798552.36

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 sales does the Form 144 for SHOP report?

The filing reports proposed sales of 446,584 and 17,885 Class A Subordinate Voting Shares to be sold on 09/22/2025 on NASDAQ.

How were the shares acquired that are proposed for sale?

The shares were acquired on 09/22/2025 through vesting of options (446,584 shares) and vesting of RSUs (17,885 shares), with payment noted as exercise of options/RSUs.

What aggregate market values are listed for the proposed sales?

Aggregate market values reported are $64,031,213.92 for 446,584 shares and $2,564,305.42 for 17,885 shares.

Did the filer make any recent sales of the issuer's shares?

Yes. Tobias Lutke sold 17,865 shares on 09/02/2025 for $2,440,392.94 and 73,725 shares on 09/16/2025 for $10,798,552.36.

Does the filing state the filer knows any undisclosed material information?

By signature representation in the form, the person attests that they do not know any material adverse information about the issuer that has not been publicly disclosed.