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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 18, 2025
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Shopify Inc.
(Exact name of registrant as specified in its charter)
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| Canada | 001-37400 | 98-0486686 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 151 O'Connor Street, Ground Floor | | 148 Lafayette Street |
| Ottawa, | Ontario | | New York, | New York |
| Canada | K2P 2L8 | | USA | 10012 |
| (Address of Principal Executive Offices) (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (613) 241-2828 x 1045
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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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
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| 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 | | New York Stock Exchange |
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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On March 18, 2025, Shopify Inc. (the "Company"), acting pursuant to authorization from its Board of Directors, provided notice to the New York Stock Exchange (the "NYSE") that it intends to voluntarily withdraw the listing of its Class A Subordinate Voting Shares (the "Shares") from the NYSE and transfer the listing of its Shares to The Nasdaq Stock Market LLC ("Nasdaq"). The Company expects that the listing and trading of its Shares on the NYSE will end at market close on March 28, 2025, and that trading will begin on Nasdaq at market open on March 31, 2025. The Shares have been authorized for listing on Nasdaq and will continue to trade under the stock symbol "SHOP."
Item 7.01. Regulation FD Disclosure.
On March 18, 2025, the Company issued a press release announcing the transfer of the listing of its Shares to Nasdaq. A copy of the press release is attached hereto as Exhibit 99.1 to this report and incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1, attached hereto shall not be deemed "filed" for 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 filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
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| Exhibit No. | | Description |
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| 99.1 | | |
| 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.
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| SHOPIFY INC. |
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| Date: March 18, 2025 | | |
| By: | /s/ Michael L. Johnson |
| | Name: Michael L. Johnson |
| | Title: Corporate Secretary |
