Shopify lists a US address in its 10-K filing, sparking debate on potential index eligibility and relocation
Shopify Inc. has listed a New York headquarters alongside its Ottawa base in a US Securities and Exchange Commission (SEC) filing, raising speculation about a potential shift to the United States.
According to BNN Bloomberg, the company disclosed the address in its 10-K annual report, filed on February 11, marking the first time it has included a US headquarters as a “principal executive office.”
The Ottawa-founded e-commerce company opted to file a 10-K form typically used by domestic issuers instead of the foreign issuer 40-F form.
As per a note from TD Securities Inc., cited by Financial Post, the filing also contains a US employer identification number, a factor that could influence its eligibility for inclusion in US stock indices such as those maintained by FTSE Russell.
TD Securities analysts pointed out that Shopify altered how it reports its segmented assets, shifting the majority from Canada to the United States.
“Since the country with the majority of assets is now the US and that matches the HQ, we expect that SHOP will be eligible for inclusion in the US indices at the next annual review in June,” the analysts wrote, as reported by Financial Post.
A Shopify spokesperson, responding to inquiries from BNN Bloomberg, stated, “Shopify operates on the internet, everywhere — we’re a global company. We chose to voluntarily file certain SEC forms, such as a 10-K, in order to align our disclosures more closely with other software peers we believe our investors are familiar with.”
However, the spokesperson did not directly address whether Shopify is considering a formal move to the US.
The company has been dual-listed on the Toronto Stock Exchange and the New York Stock Exchange, with higher average trading volumes in the US Shopify’s latest filing also aligns with a broader discussion in Canada regarding businesses relocating south.
The debate has been intensified by recent moves from companies such as Toronto-based Allied Gold Corp., which is applying for a listing on the NYSE, and Barrick Gold Corp., which is considering shifting its headquarters to New York.
The issue of corporate domicile has become part of the political landscape, particularly in the wake of Prime Minister Justin Trudeau’s decision to step down.
Former central banker Mark Carney, a candidate to lead the ruling Liberal Party, faced criticism from the opposition Conservatives for his previous board role at Brookfield Asset Management Ltd., which relocated its head office to New York in late 2024 to gain access to US indices.
Shopify’s decision to revise its filing structure has sparked discussions about its potential impact on Canadian capital markets.
TD Securities analysts, cited by Financial Post, highlighted that if Shopify qualifies for the Russell 1000 index, it could lead to approximately $6bn in demand for its shares.
They noted that Shopify’s filing changes, including the asset mix shift, align with criteria used by US indices to determine inclusion.
While Shopify has not explicitly stated its intentions regarding US index inclusion or re-domiciling, the TD analysts emphasized that “the proof is in the filings.”
They noted that a potential addition to the Russell 1000 index in June could result in demand for around 52 million Shopify shares, increasing the percentage of the company’s stock traded in the US by five percent in the long term.
This filing follows a broader trend of Canadian corporations reassessing their presence in the US amid ongoing economic and policy changes.
For instance, as per The Wall Street Journal, TFI International Inc., a Montreal-based transportation and logistics company, recently announced plans to move its legal registration to the US, citing alignment with its predominantly American shareholder base and commercial presence.
However, after feedback from investors, TFI decided to halt these plans and remain a Canadian corporation.
Similarly, Brookfield Asset Management announced its intention to relocate its headquarters to New York to enhance its stock’s liquidity and to be included in various US stock market indices, as per Financial Times.
