Saturday, March 1, 2025

Shopify's Eye-opening N.Y. Filing

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Goodbye to Canada, Shopify might be hinting? I'll be keeping an eye on Shopify this morning, as the Canadian e-commerce giant made some eyebrow-raising changes to U.S. regulatory paperwork that implies a big change could be coming. Bloomberg reported on Thursday that Shopify filed a 10-K annual report to the U.S. Securities and Exchange Commission earlier this month. Since the company is dual listed in Toronto and New York, filing paperwork with the SEC is no surprise, but the company filed the domestic issuer 10-K instead of the 40-F form that foreign companies report. That's fuelling speculation that Shopify could be mulling a change of its headquarters, or where it is domiciled, which is a contentious topic in Canada right now (Just ask Brookfield and TFI). In the filing, the company named both its Lafayette Street hub in New York and its O'Connor Street site in Ottawa as "principal executive offices." Analysts at TD Securities Inc. noticed the change earlier this month, and also noted that the filing contains a U.S. employer identification number, which is a "key consideration" for companies seeking to be included in U.S. index providers like FTSE Russell. Shopify also reordered how it reports segmented assets "which flips the geographic breakdown" from majority Canadian to majority U.S., TD Cowen analyst Peter Haynes said in the note. This may well turn out to be nothing, but until we get clarity this will be a fascinating one to watch.

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