← Shopify Inc. (SHOP)

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# Shopify Inc. (SHOP) - Current Events, Fiscal 2026 Through the Second Quarter

## Filings that contain financial statements

Shopify files on US domestic forms, so its quarterly statements are in its Forms 10-Q and 10-K. Three earnings-release exhibits also carry condensed statements, listed here for anyone tracing figures to a source filing:

- Form 8-K dated August 5, 2026, accession 0001594805-26-000046, Exhibit 99.1: condensed consolidated statements of operations, balance sheet (June 30, 2026 against December 31, 2025) and statement of cash flows for the three months ended June 30, 2026 and 2025, plus free cash flow and constant-currency reconciliations.
- Form 8-K dated May 5, 2026, accession 0001594805-26-000018, Exhibit 99.1: the same condensed statements for the three months ended March 31, 2026 and 2025.
- Form 8-K dated February 11, 2026, accession 0001594805-26-000006, Exhibit 99.1: condensed statements of operations for the quarter and full year ended December 31, 2025 and 2024, with the associated balance sheet and cash flow tables.

The full interim statements and notes for the quarter ended June 30, 2026 are in the Form 10-Q filed August 5, 2026 (accession 0001594805-26-000047). The audited annual statements for 2025 are in the Form 10-K filed February 11, 2026 (accession 0001594805-26-000007).

## Earnings and guidance

**August 5, 2026 - second-quarter 2026 results (8-K, accession 0001594805-26-000046).** For the quarter ended June 30, 2026, Shopify reported gross merchandise volume of $115,567 million (up 32% from $87,837 million), revenue of $3,583 million (up 34%, or 33% in constant currency, from $2,680 million), gross profit of $1,708 million (from $1,302 million) and operating income of $488 million (from $291 million). Net income was $1,502 million against $906 million, of which $1,063 million (after tax) came from marking equity investments to market; excluding that impact, net income was $439 million against $338 million. Free cash flow was $654 million, an 18% margin, against $422 million and 16% a year earlier. Monthly recurring revenue was $221 million, from $185 million.

The quarter beat the outlook given in May, which called for high-twenties percentage revenue growth, mid-twenties gross profit growth and a mid-teens free cash flow margin. Cash used for share repurchases in the quarter was $1,420 million; there were no repurchases in the second quarter of 2025. The release also notes that, starting in April 2026, cash flows from merchant cash advances are shown in investing rather than operating activities, consistent with loans.

**Third-quarter 2026 outlook (same filing).** Shopify expects revenue to grow at a low-thirties percentage rate year over year, gross profit dollars to grow at a mid-to-high twenties rate, operating expenses of 33% to 34% of revenue, stock-based compensation of $150 million, and a free cash flow margin in the high-teens to low-twenties.

**May 5, 2026 - first-quarter 2026 results (8-K, accession 0001594805-26-000018).** For the quarter ended March 31, 2026, GMV was $100,743 million (from $74,750 million), revenue $3,170 million (up 34%, from $2,360 million), gross profit $1,546 million, operating income $382 million (from $203 million) and free cash flow $476 million, a 15% margin. Shopify reported a net loss of $581 million, driven by a $941 million after-tax mark-to-market loss on equity investments; excluding that impact, net income was $360 million against $226 million. The release guided second-quarter revenue growth to a high-twenties percentage rate.

**February 11, 2026 - fourth-quarter and full-year 2025 results (8-K, accession 0001594805-26-000006).** Full-year 2025 revenue was $11,556 million (up 30%, from $8,880 million), GMV $378,441 million, operating income $1,468 million and free cash flow $2,007 million (a 17% margin). Fourth-quarter revenue was $3,672 million, up 31%, with a 19% free cash flow margin. The release guided first-quarter 2026 revenue growth to a low-thirties percentage rate.

## Capital actions

**February 11, 2026 - $2 billion share repurchase program (8-K, accession 0001594805-26-000006).** The board authorized repurchases of up to $2.0 billion of Class A subordinate voting shares, capped at 5% of the issued and outstanding Class A shares. The program took effect February 17, 2026, has no fixed expiration, and is executed through pre-arranged algorithmic trading instructions with no set quarterly or annual minimums.

**June 2, 2026 - repurchase authorization raised to $5 billion (8-K, accession 0001594805-26-000028).** The board authorized an additional $3.0 billion, bringing the aggregate authorization to $5.0 billion. As of June 1, 2026, Shopify had repurchased approximately $1.45 billion under the existing authorization. Purchases under the increased program commence June 8, 2026; the 5% cap on outstanding Class A shares still applies and the program has no fixed expiration.

## Governance

**June 16, 2026 - annual general meeting (8-K, accession 0001594805-26-000030).** All 10 director nominees were elected, and PricewaterhouseCoopers LLP was reappointed as auditor (99.42% of votes for). Shareholders accepted the executive compensation approach in a non-binding advisory vote with 81.24% for and 18.76% against. A shareholder proposal on an artificial intelligence policy was not approved (13.86% for). The board intends to keep Tobias Lutke as Chair and Joseph Natale as Lead Independent Director. Joseph Natale received the lowest director support, at 90.45% for.

**July 2, 2026 - audit committee chair resigns (8-K, accession 0001594805-26-000035).** Director Prashanth Mahendra-Rajah, Chair of the Audit Committee, resigned from the board effective immediately after accepting a full-time position with the US Department of Commerce. Joe Natale, identified in the filing as Chair of the Board and Lead Independent Director, is expected to chair the Audit Committee. The filing does not describe a disagreement.

**May 8, 2026 (8-K, accession 0001594805-26-000022).** Shopify furnished its 2026 Notice of Annual General Meeting and Management Information Circular, dated April 21, 2026, as Exhibit 99.1. The filing contains no other news.

## Not reflected in these filings

The 8-Ks filed in 2026 through the second-quarter release report no acquisition, divestiture, debt issuance, dividend, stock split or impairment.