Automatic Securities Disposition Plan Adopted by Shopify Chief Executive Officer

Rhea-AI Summary

Shopify (NYSE, TSX: SHOP) announced that CEO Tobias Lütke has adopted an automatic securities disposition plan (ASDP) for the sale of Class A Subordinate Voting Shares. The plan, set to commence on or after September 17, 2024, allows for the sale of up to 2,564,964 Class A Shares and will terminate by December 31, 2025. The Ontario Securities Commission has exempted Mr. Lütke from prospectus requirements for these sales. All shares in the ASDP are from vested options and restricted share units granted as CEO compensation. The plan does not involve conversion of any multiple voting shares owned by Mr. Lütke.

Positive

• CEO's ASDP demonstrates confidence in long-term company value
• Transparent disclosure of insider trading plans
• Regulatory approval obtained from Ontario Securities Commission

Negative

• Potential dilution of shareholder value due to sale of 2,564,964 Class A Shares
• Possible market perception of reduced CEO commitment

Financial Analyst

The adoption of an Automatic Securities Disposition Plan (ASDP) by Shopify's CEO is a neutral event for investors. While it allows for the sale of up to 2,564,964 Class A Shares, it's important to note that these are from vested options and RSUs, not direct stock sales. This structured approach to selling shares is common among executives and doesn't necessarily signal a lack of confidence in the company. The plan's duration until December 31, 2025 provides a long-term, orderly approach to share disposition. However, investors should monitor the actual execution of sales, as large volumes could potentially impact stock price in the short term. Overall, this ASDP is a standard practice for executive compensation management and doesn't inherently reflect on Shopify's future performance or valuation.

Legal Expert

The ASDP's implementation demonstrates strong corporate governance and compliance with securities regulations. Key points include:

• Exemption from prospectus requirements granted by the Ontario Securities Commission
• Alignment with Shopify's internal policies
• Precautions against insider trading, as trades are pre-arranged when the CEO lacks material non-public information

This structure protects both the company and the CEO from potential legal issues related to insider trading. The transparency in disclosing the plan's details, including the maximum number of shares and termination date, further enhances Shopify's commitment to regulatory compliance and shareholder communication. This legal framework provides a safeguard for investors, ensuring that executive stock transactions are conducted in a controlled, pre-planned manner.

Internet, Everywhere--(Newsfile Corp. - September 6, 2024) - Shopify Inc. (NYSE, TSX: SHOP), announced today that Tobias Lütke, Shopify's Chief Executive Officer, has adopted an automatic securities disposition plan ("ASDP"), in accordance with securities laws and Shopify's internal policies, with sales of Class A Subordinate Voting Shares ("Class A Shares") under the plan eligible to commence on or after September 17, 2024. The Ontario Securities Commission issued a decision exempting Mr. Lütke from the prospectus requirements under Canadian securities legislation with respect to sales of Class A Shares under the ASDP. This announcement is made pursuant to the requirements of that decision. Mr. Lütke entered into automatic securities disposition plans under a similar exemption annually from 2017 to 2021.

The ASDP permits trades to be made in accordance with pre-arranged instructions given when Mr. Lütke was not in possession of material non-public information regarding Shopify. The ASDP provides for the sale of an aggregate of up to 2,564,964 Class A Shares and will terminate no later than December 31, 2025. All the Class A Shares that could potentially be sold under the ASDP are pursuant to vested options and restricted share units granted to Mr. Lütke as compensation for his services as Chief Executive Officer. The ASDP does not provide for the conversion of any multiple voting shares of the Company owned by Mr. Lütke.

About Shopify

Shopify is the leading global commerce company that provides essential internet infrastructure for commerce, offering trusted tools to start, scale, market, and run a retail business of any size. Shopify makes commerce better for everyone with a platform and services that are engineered for speed, customization, reliability, and security, while delivering a better shopping experience for consumers online, in store and everywhere in between. Shopify powers millions of businesses in more than 175 countries and is trusted by brands such as Mattel, Gymshark, Heinz, FTD, Netflix, Kylie Cosmetics, SKIMS, Supreme, and many more. For more information, visit www.shopify.com.

CONTACT:
INVESTORS:
Carrie Gillard
Director, Investor Relations
IR@shopify.com

MEDIA:
Alex Lyons
Senior Lead, External Communications
press@shopify.com

SOURCE: Shopify

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/222426

FAQ

When will Shopify CEO Tobias Lütke's automatic securities disposition plan (ASDP) commence?

The ASDP for Shopify (SHOP) CEO Tobias Lütke is eligible to commence on or after September 17, 2024.

How many Class A Shares can be sold under Shopify CEO's new ASDP?

The ASDP allows for the sale of up to 2,564,964 Class A Subordinate Voting Shares of Shopify (SHOP).

What is the termination date for Shopify CEO's current ASDP?

The automatic securities disposition plan (ASDP) for Shopify (SHOP) CEO Tobias Lütke will terminate no later than December 31, 2025.

Does Shopify CEO's ASDP involve conversion of multiple voting shares?

No, the ASDP does not provide for the conversion of any multiple voting shares of Shopify (SHOP) owned by CEO Tobias Lütke.