[8-K] Shopify Inc. Class A subordinate voting shares Reports Material Event

Rhea-AI Filing Summary

8-K filed Aug 6, 2025: Shopify Inc. furnished a press release reporting its financial results for the quarter ended June 30, 2025. The filing furnishes Exhibit 99.1 (press release) and includes the Cover Page Interactive Data File (Exhibit 104). The furnishing is expressly stated as not being "filed" for purposes of Section 18 of the Exchange Act.

Key facts:

• Report date: August 6, 2025
• Quarter covered: Quarter ended June 30, 2025
• Exhibits: 99.1 (press release) and 104 (Inline XBRL)
• Signed by: Michael L. Johnson, Corporate Secretary on August 6, 2025
• Trading class: Class A Subordinate Voting Shares (SHOP) on Nasdaq Global Select Market

Positive

• Press release announcing Q2 2025 results furnished as Exhibit 99.1
• Inline XBRL cover page (Exhibit 104) provided
• Timely filing with authorized corporate secretary signature (Aug 6, 2025)

Negative

• 8-K does not include any financial metrics or performance figures
• Furnished press release is expressly not deemed "filed" under Section 18

Insights

Securities Analyst

TL;DR: Routine disclosure: Shopify furnished a Q2 2025 results press release but did not include financial metrics in the 8-K itself.

The filing notifies investors that Shopify issued a press release for the quarter ended June 30, 2025, furnished as Exhibit 99.1. The company also provided the Inline XBRL cover page as Exhibit 104. The filing clarifies the furnished materials are not "filed" under Section 18, limiting statutory liability. Because no financial figures or guidance appear in the 8-K text, material analysis requires reviewing Exhibit 99.1. Impact: neutral until investors review the press release data.

Corporate Governance Expert

TL;DR: Procedural 8-K compliance: Shopify furnished its earnings press release and followed standard Exhibit disclosure and signature protocol.

From a governance perspective, the filing documents timely dissemination of results via a furnished press release and includes the authorized signature of the Corporate Secretary dated August 6, 2025. The statement that the exhibit is "furnished" rather than "filed" is standard and preserves Exchange Act Section 18 protections. This disclosure is procedural and not impactful on valuation absent the press release content.

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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): August 6, 2025

________________________________________________

Shopify Inc.

(Exact name of registrant as specified in its charter)
________________________________________________

Canada

001-37400

98-0486686

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

151 O'Connor Street, Ground Floor

148 Lafayette Street

Ottawa,

Ontario

New York,

New York

Canada

K2P 2L8

USA

10013

(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 class

Trading

Name of each exchange on which registered

Class A Subordinate Voting Shares

SHOP

The Nasdaq Global Select Market

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 August 6, 2025, Shopify Inc. (the "Company") issued a press release announcing its financial results for the quarter ended June 30, 2025. 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						Press release of financial results issued by Shopify Inc. on August 6, 2025
104						Cover 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: August 6, 2025
			By:			/s/ Michael L. Johnson
						Name: Michael L. Johnson
						Title: Corporate Secretary

FAQ

What did Shopify (SHOP) report on Aug 6, 2025 in its 8-K?

Shopify furnished a press release announcing its financial results for the quarter ended June 30, 2025, filed as Exhibit 99.1.

Does the 8-K include financial metrics for Q2 2025?

No. The 8-K states a press release was furnished as Exhibit 99.1; the filing text does not include specific financial numbers.

Is the press release in the 8-K considered "filed" under the Exchange Act?

No. The filing explicitly states the information furnished, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act.

Who signed the 8-K for Shopify and when?

The form was signed by Michael L. Johnson, Corporate Secretary on August 6, 2025.

Where are Shopify's Class A Subordinate Voting Shares listed?

The filing lists Class A Subordinate Voting Shares (SHOP) as registered on The Nasdaq Global Select Market.

How can investors obtain the financial details for Q2 2025 referenced in the 8-K?

Investors should review Exhibit 99.1 (the press release) furnished with the 8-K for the reported financial results.