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Earnings release · 8-K exhibit

Shopify · Earnings release

SHOP · Information Technology

Filed 2026-02-11 · CY2026 Q1 · Company’s FY2025 Q4 · 3,019 words

Read the original on sec.gov ↗

EX-99.12exhibit991pressreleaseq420.htmEX-99.1 Document

Shopify's Standout 2025: The Launchpad for a New Era of Commerce in 2026

$11.6B in revenue, $2B in free cash flow and the launch of a $2B share repurchase program

Internet, Everywhere - February 11, 2026 - Shopify Inc. (NASDAQ, TSX: SHOP) announced today financial results for the quarter and year ended December 31, 2025. Shopify achieved Q4 revenue growth of 31% and a 19% free cash flow margin, marking ten consecutive quarters of double-digit free cash flow margins.

“2025 was Shopify at full throttle - driving compounding growth, while laying the rails for the new era of AI commerce,” said Harley Finkelstein, President of Shopify. “2026 will be the year of the builders, and we'll be powering them - from first sale to full scale."

Jeff Hoffmeister, Chief Financial Officer, said, “We closed Q4 with strong top-line growth and disciplined cash generation with revenue up 31% year-over-year and a 19% free cash flow margin. This brings 2025 to 30% revenue growth, 4 percentage points higher than 2024, and a 17% free cash flow margin. With AI reshaping how buyers discover and purchase, we delivered these strong margins while investing in Catalog, Sidekick, Universal Commerce Protocol, and our full platform of commerce solutions. We ended 2025 with strength across all merchant sizes, regions, and channels, setting us up well for 2026."

Selected Business Performance Information(1)

(In US $ millions, except percentages)

Three months ended December 31,

Years ended December 31,

2025

2024

2025

2024

GMV

123,841

94,460

378,441

292,275

MRR

205

178

205

178

Revenue

3,672

2,812

11,556

8,880

Gross profit

1,693

1,352

5,555

4,472

Operating income

631

465

1,468

1,075

Free cash flow

715

611

2,007

1,597

YoY revenue growth rate

31

%

31

%

30

%

26

%

Free cash flow margin

19

%

22

%

17

%

18

%

(1) See endnotes below for definitions of GMV and MRR and additional information on free cash flow and free cash flow margin, which are non-GAAP financial measures and are reconciled to the comparable GAAP measures in the non-GAAP reconciliation at the end of this press release.

1

2025 Highlights(2)

Durable, rapid growth at scale

29%

GMV growth that scales

with merchant success

(2024: 24%, 2023: 20%, 2022: 12%)

30%

Revenue growth that

persists with scale

(2024: 26%, 2023: 26%, 2022: 21%)

3x

Greater GMV than 2020

3.9x

Greater revenue than 2020

11

Consecutive quarters of 25%

or greater revenue growth,

excluding logistics

>14%

US ecommerce market share

Multiple growth drivers

gaining momentum

Profitable by design

36%

International revenue growth

$2B

Free cash flow

27%

Offline revenue growth

$1.5B

Operating income

96%

B2B GMV growth

10

Consecutive quarters

of double-digit free cash

flow margins

37%

Gross Payments Volume growth

62%

Shop Pay GMV growth

(2) All comparisons are to 2024, unless otherwise stated. The US ecommerce market share is based on a combination of US Census Bureau data (Quarterly Retail E-Commerce Sales, not adjusted) and internal estimates. Shopify market share represents sales by Shopify merchants based on Shopify’s 2025 US GMV (excluding merchant sales made through POS). International revenue represents total revenue for all regions outside North America. Offline revenue includes revenue from Shopify Payments for offline, POS Pro and Retail plan subscriptions and POS Hardware. B2B represents a very small portion of total GMV today, given it is a product offering for Plus merchants only.

2

2026 Outlook

The outlook that follows supersedes all prior financial outlook statements made by Shopify, constitutes forward-looking information within the meaning of applicable securities laws, is based on a number of assumptions, and is subject to a number of risks. Actual results could vary materially as a result of numerous factors, including certain risk factors, many of which are beyond Shopify’s control. Please see "Forward-looking Statements" at the end of this press release.

For the first quarter of 2026, we expect:

•Revenue to grow at a low-thirties percentage rate on a year-over-year basis, similar to Q4 2025;

•Gross profit dollars to grow at a high-twenties percentage rate on a year-over-year basis;

•G1Operating expenses as a percentage of revenue to be 37% to 38%;

•G2Stock-based compensation to be $140 million; and

•Free cash flow margin to be in the low-to-mid teens, slightly below Q1 of 2025.

Share Repurchase Authorization

Shopify’s Board of Directors has authorized a share repurchase program of up to $2 billion. Shopify expects the program to be executed using pre-arranged algorithmic trading instructions, with no set quarterly or annual minimums. “We are launching this share repurchase program from a position of financial and operating strength, as clearly demonstrated by the results we announced today. Our capital allocation principles remain unchanged: prioritizing growth while remaining disciplined, flexible, and focused on long-term value for Shopify and our shareholders,” said Jeff Hoffmeister, Chief Financial Officer of Shopify.

Quarterly Conference Call

Shopify’s management team will hold a conference call to discuss our fourth-quarter results today, February 11, 2026, at 8:30 a.m. ET. The conference call will be webcast in the Investor Relations section of Shopify’s website at www.shopify.com/investors/events. An archived replay of the webcast will be available following the conclusion of the call.

Shopify’s Annual Report on Form 10-K for the year ended December 31, 2025, including the Audited Consolidated Financial Statements and accompanying Notes, and Management's Discussion and Analysis, will be available on Shopify’s website at www.shopify.com and will be filed on EDGAR at www.sec.gov and on SEDAR+ at www.sedarplus.ca. Shareholders may, upon request, receive a hard copy of the complete audited financial statements free of charge.

About Shopify

Shopify provides essential internet infrastructure for commerce. Shopify’s all-in-one platform makes it easier to start, run, and grow a business, powering sales online, in-store, and everywhere in between. Millions of businesses in 175+ countries use Shopify—from entrepreneurs to brands like Aldo, BarkBox, Carrier, Meta, Vuori, SKIMS, and Supreme.

For more information, visit www.shopify.com.

CONTACT INVESTORS:

Carrie Gillard

CONTACT MEDIA:

Ben McConaghy

Director, Investor Relations

Director, Communications

IR@shopify.com

press@shopify.com

3

Shopify Inc. Condensed Consolidated Statements of Operations

(In US $ millions)

Three months ended December 31,

Years ended December 31,

2025

2024

2025

2024

Revenues

Subscription solutions

777

666

2,752

2,350

Merchant solutions

2,895

2,146

8,804

6,530

3,672

2,812

11,556

8,880

Cost of revenues

Subscription solutions

148

134

520

434

Merchant solutions

1,831

1,326

5,481

3,974

1,979

1,460

6,001

4,408

Gross profit

1,693

1,352

5,555

4,472

Operating expenses

Sales and marketing

433

348

1,663

1,393

Research and development

390

351

1,536

1,367

General and administrative

125

112

471

410

Transaction and loan losses

114

76

417

227

Total operating expenses

1,062

887

4,087

3,397

Operating income

631

465

1,468

1,075

Net other income (expense), including taxes(3)

112

828

(237)

944

Net income

743

1,293

1,231

2,019

less: equity investments, marked to

market, net of taxes

149

835

(294)

782

Net income

excluding the impact of equity investments(4)

594

458

1,525

1,237

(3) Net other income (expense), including taxes includes interest income, gains and losses on equity and other investments, loss on the embedded derivative related to our

convertible senior notes, foreign exchange gains and losses, and our provision for income taxes.

(4) Net income excluding the impact of equity investments is a non-GAAP financial measure which is reconciled at the end of this press release. This measure excludes the impact of any gains or losses on our equity investments in third parties and the embedded derivative related to our convertible senior notes. Shopify believes this measure provides useful information to investors given that valuations of third parties in public and private markets are outside of our control, and therefore, fluctuations in those valuations are not relevant to the fundamentals of our business and have little analytical or predictive value regarding our ability to drive operational results. This measure does not have a standardized meaning under US GAAP and may not be comparable to similar measures presented by other companies.

Note: More detailed Consolidated Statements of Operations and Comprehensive Income are available in the Annual Report on Form 10-K filed concurrently with this press release with US and Canadian regulators and available on www.sec.gov and www.sedarplus.ca.

4

Shopify Inc. Condensed Consolidated Balance Sheets

(In US $ millions)

December 31, 2025

December 31, 2024

Assets

Current assets

Cash and cash equivalents

1,545

1,498

Marketable securities

4,233

3,981

Trade and other receivables, net

500

342

Loans and merchant cash advances, net

1,784

1,224

Other current assets

234

209

8,296

7,254

Long-term assets

Long-term assets(5)

210

183

Deferred tax assets

33

37

Long-term investments

975

709

Equity and other investments

4,582

4,647

Equity method investment

602

642

Goodwill

491

452

6,893

6,670

Total assets

15,189

13,924

Liabilities and shareholders’ equity

Liabilities

Accounts payable

570

360

Deferred tax liabilities

55

73

Other liabilities(6)

1,091

1,933

1,716

2,366

Shareholders’ equity

13,473

11,558

Total liabilities and shareholders’ equity

15,189

13,924

(5) Long-term assets includes Property and equipment, net, Operating lease right-of-use assets, net, Intangible assets, net and Other long-term assets.

(6) Other liabilities includes Accrued liabilities, Current and Long-term Deferred revenue and Operating lease liabilities, and Convertible senior notes.

Note: More detailed Consolidated Balance Sheets and Notes to the Consolidated Financial Statements are available in the Annual Report on Form 10-K filed concurrently with this press release with US and Canadian regulators and available on www.sec.gov and www.sedarplus.ca.

5

Shopify Inc. Condensed Consolidated Statements of Cash Flows

(In US $ millions)

Three months ended December 31,

Years ended December 31,

2025

2024

2025

2024

Cash flows from operating activities

Net income for the period

743

1,293

1,231

2,019

Adjustments to reconcile net income to

net cash provided by operating activities:

Amortization and depreciation

7

8

31

36

Stock-based compensation

115

109

449

430

Impairment of right-of-use assets and leasehold improvements

—

—

13

—

Provision for transaction and loan losses

41

52

230

148

Deferred income tax expense (recovery)

22

72

(14)

78

Revenue related to non-cash consideration

(12)

(19)

(49)

(94)

Loss on derivative embedded in convertible note

94

—

123

—

Net (gain) loss on equity and other investments

(248)

(929)

153

(992)

Net (gain) loss on equity method investment

(28)

22

40

138

Unrealized foreign exchange (gain) loss

(3)

34

(57)

19

Changes in operating assets and liabilities

(6)

(27)

(117)

(166)

Net cash provided by operating activities

725

615

2,033

1,616

Cash flows from investing activities

Purchases of property and equipment

(10)

(4)

(26)

(19)

Purchases of marketable securities

(2,398)

(2,339)

(7,040)

(8,396)

Maturities of marketable securities

1,801

1,810

6,552

7,457

Purchases and originations of loans

(1,269)

(877)

(4,014)

(3,006)

Repayments and sales of loans

1,182

775

3,435

2,542

Purchases of equity and other investments

(16)

(26)

(99)

(137)

Acquisition of businesses, net of cash acquired

—

—

(56)

(30)

Other

56

—

58

3

Net cash used in investing activities

(654)

(661)

(1,190)

(1,586)

Cash flows from financing activities

Proceeds from the exercise of stock options

105

49

232

61

Maturities of convertible senior notes

(1,043)

—

(1,043)

—

Net cash (used in) provided by financing activities

(938)

49

(811)

61

Effect of foreign exchange on cash, cash equivalents and restricted cash

(2)

(12)

15

(6)

Net (decrease) increase in cash, cash

equivalents and restricted cash

(869)

(9)

47

85

Cash, cash equivalents and restricted cash – beginning of year

2,414

1,507

1,498

1,413

Cash, cash equivalents and restricted cash – end of year

1,545

1,498

1,545

1,498

6

Reconciliation of Non-GAAP Financial Measures

Free Cash Flow Reconciliation

(In US $ millions, except percentages)

The following table illustrates how free cash flow is calculated in this press release:

Three months ended December 31,

Years ended December 31,

2025

2024

2025

2024

Net cash provided by operating

activities

725

615

2,033

1,616

less: capital expenditures(7)

(10)

(4)

(26)

(19)

Free cash flow

715

611

2,007

1,597

Revenue

3,672

2,812

11,556

8,880

Free cash flow margin

19

%

22

%

17

%

18

%

Net Income Excluding the Impact of Equity Investments Reconciliation

(In US $ millions)

The following table illustrates how Net income excluding the impact of equity investments is calculated in this press release:

Three months ended December 31,

Years ended December 31,

2025

2024

2025

2024

Net income

743

1,293

1,231

2,019

less: equity investments,

marked to market, net of taxes

149

835

(294)

782

Net income

excluding the impact of equity investments(4)

594

458

1,525

1,237

(7) Capital expenditures is equivalent to the amount included in “Purchases of property and equipment” on our Condensed Consolidated Statements of Cash Flows for the reported period.

7

Constant Currency Analysis

(In US $ millions, except percentages)

The following table converts our GMV, revenues, gross profit, and operating income using the comparative period's monthly average exchange rates. We have provided the below disclosure as we believe it presents a clear comparison of our period-to-period operating results by removing the impact of fluctuations in foreign exchange rates and to assist investors in understanding our financial and operating performance. The table below and our Condensed Consolidated Statements of Operations disclosure are supplements to our consolidated financial statements, which are prepared and presented in accordance with US GAAP (excluding GMV).

Three months ended December 31,

GMV

Revenue

Subscription solutions revenue

Merchant solutions revenue

Gross profit

Operating income

2024 as reported

94,460

2,812

666

2,146

1,352

465

2025 as reported

123,841

3,672

777

2,895

1,693

631

Percentage change YoY

31

%

31

%

17

%

35

%

25

%

36

%

Constant currency impact

2,413

33

5

28

19

13

Percentage change YoY

constant currency

29

%

29

%

16

%

34

%

24

%

33

%

Years ended December 31,

GMV

Revenue

Subscription solutions revenue

Merchant solutions revenue

Gross profit

Operating income

2024 as reported

292,275

8,880

2,350

6,530

4,472

1,075

2025 as reported

378,441

11,556

2,752

8,804

5,555

1,468

Percentage change YoY

29

%

30

%

17

%

35

%

24

%

37

%

Constant currency impact

3,524

49

9

40

29

36

Percentage change YoY

constant currency

28

%

30

%

17

%

34

%

24

%

33

%

8

Regulatory Disclosures and Forward-looking Statements

Advisory Regarding Forward-looking Statements

This press release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”), including statements related to Shopify’s financial outlook, such as expected revenue and expenses for the next fiscal quarter, Shopify's expectations regarding the development of emerging technologies, including AI, and Shopify’s share repurchase program. These statements can be identified by words such as "will" and “expect” and are based on Shopify's current projections and expectations about future events and financial results. Known and unknown risks may cause actual results to differ materially from those described in the forward-looking statements. These risks include, but are not limited to, the Company’s ability to maintain expected growth and manage expenses, the impact of changes in economic conditions and consumer spending in key markets such as the United States, Europe, and globally, the impact of measures that affect international trade, including tariffs, the adoption and impact of emerging technologies such as AI, our reliance on third-party providers to deliver services, a cyberattack or security breach, and serious errors or defects in software or hardware.

Other factors and risks that may cause actual results to differ materially from those set out in the forward-looking statements are set out in Shopify's Annual Report on Form 10-K under the heading “Risk Factors” and other filings made with US and Canadian securities regulators, available at www.sec.gov and www.sedarplus.ca. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on information available to management on the date hereof and represent management’s beliefs regarding future events, projections, and financial trends, which, by their nature, are inherently uncertain. The forward-looking statements are provided to give additional information about management’s expectations and beliefs and may not be appropriate for other purposes. Shopify undertakes no duty to publicly update or revise any forward-looking statements, except as may be required by law.

Share Repurchase Program

Shopify’s Board of Directors has authorized a share repurchase program of up to $2 billion (approximately $2.4 billion CAD) of the Company’s outstanding Class A subordinate voting shares. The share repurchase program will go into effect on February 17, 2026, has no fixed expiration date, and may be amended, suspended, or discontinued at any time, subject to applicable laws. Repurchases may be made through open‑market purchases on the Nasdaq, privately negotiated transactions including block trades, or other means, in each case in compliance with applicable securities laws. The timing, number, and value of any Class A subordinate voting shares repurchased will depend on a variety of factors, including price, general business and market conditions, applicable legal requirements, and alternative investment opportunities.

In accordance with applicable securities laws, the maximum number of Class A subordinate voting shares repurchased will not exceed 5% of Shopify’s issued and outstanding Class A subordinate voting shares.

Endnotes:

Gross Merchandise Volume, or GMV, represents the total dollar value of orders facilitated through the Shopify platform including certain apps and channels for which a revenue-sharing arrangement is in place in the period, net of refunds, and inclusive of shipping and handling, duty, and value-added taxes.

Monthly Recurring Revenue, or MRR, is the aggregate value of all subscription plans, excluding variable platform fees, in effect on the last day of the period, assuming merchants maintain their subscription the following month and is used by management as a directional indicator of subscription solutions revenue going forward.

Free cash flow and free cash flow margin are non-GAAP financial measures that are reconciled in the non-GAAP reconciliation at the end of this press release. These non-GAAP financial measures do not have standardized meanings under US GAAP and may not be comparable to similar measures presented by other companies. Shopify believes free cash flow and free cash flow margin provide useful information to help investors and others understand our operating results and the performance of our business in the same manner as management. Shopify does not reconcile forward-looking non-GAAP free cash flow margin because certain financial information, the probable significance of which cannot be determined, is not available and cannot be reasonably estimated. Free cash flow is a non-GAAP financial measure calculated as cash flow from operations less capital expenditures.

9

Mentions · how they’re counted

CategoryUnderlinedWord counterModel’s count
AI

AI, artificial intelligence, generative AI, machine learning, large language model, LLM

4——
Layoffs

layoffs, RIF, headcount reduction, workforce optimization, restructuring

0——
Recession

recession, downturn, contraction, slowdown

0——
Tariffs

tariff, trade war, trade barriers, trade restrictions, trade policy

1——
Buybacks

share repurchase, buyback program

8——

Underlines use the same word lists the scores use. AI, recession and tariffs follow Palanor’s word counter, so those counts match it exactly on the same text. Layoffs and buybacks use the terms the model was given. The model’s count is an estimate by meaning, not by string, so it can differ from the underlines.

Source: SEC EDGAR · public domain · Highlights by Palanor