Delisting Notice · Reg FD Disclosure

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): March 18, 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 10012 (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 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. Exhibit No. Description 99.1 Press release dated March 18, 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: March 18, 2025 By: /s/ Michael L. Johnson Name: Michael L. Johnson Title: Corporate Secretary