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What changed in Coupang, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Coupang, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+521 added−453 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-25)

Top changes in Coupang, Inc.'s 2025 10-K

521 paragraphs added · 453 removed · 379 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeItem 1. Business The Company Coupang is one of the fastest-growing technology and commerce companies in the world, providing retail, restaurant delivery, video streaming, and fintech services to customers around the world under brands that include Coupang, Coupang Eats, Coupang Play and Farfetch.
Biggest changeItem 1. Business The Company Coupang is a technology and Fortune 150 company listed on the New York Stock Exchange that provides retail, restaurant delivery, video streaming, and fintech services to customers under brands that include Coupang, Eats, Play, Rocket Now, and Farfetch. We serve millions of customers in over 190 countries and territories around the world.
Intellectual Property We rely on a combination of patents, trademarks, copyrights, trade secrets, license agreements, confidentiality procedures, non-disclosure agreements, employee non-disclosure and invention assignment agreements, and other legal and contractual rights to establish and protect our proprietary rights.
Intellectual Property We rely on a combination of patents, trademarks, copyrights, trade secrets, license agreements, confidentiality procedures, non-disclosure agreements, employee non-disclosure and invention assignment agreements, and other legal and contractual rights to establish and protect our intellectual property and proprietary rights.
These regulations are often complex and subject to varying interpretations, in many cases due to their lack of specificity, and as a result, their application in practice may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies, such as federal, state, and local administrative agencies.
These regulations are often complex and subject to varying interpretations, in many cases due to their lack of specificity, and as a result, their application in practice may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies, such as federal, state/regional, and local administrative agencies.
Our Competition We compete with: (1) offline, online, and omnichannel retailers, suppliers, distributors, manufacturers, and producers of the products we offer and sell to consumers and businesses; (2) web search engines, comparison shopping websites, social networks, web portals, and other online and app-based means of discovering, using, or acquiring goods and services, either directly or in collaboration with other retailers; (3) companies that provide retail merchant services; (4) companies that sell grocery products online and offline; (5) on-demand food delivery services; (6) companies that provide fulfillment and logistics services for themselves or for third parties; (7) companies that provide online advertising products and services; (8) on-demand streaming entertainment services; (9) financial services companies, including credit card issuers and payment platforms; and (10) companies that sell luxury goods online.
Our Competition We compete with: (1) offline, online, and omnichannel retailers, suppliers, distributors, manufacturers, and producers of the products we offer and sell to consumers and businesses; (2) online search engines, comparison shopping websites, social networks, web portals, AI shopping tools, and other online and app-based means of discovering, using, or acquiring goods and services, either directly or in collaboration with other retailers; (3) companies that provide retail merchant services; (4) companies that sell grocery products online and offline; (5) on-demand food delivery services; (6) companies that provide fulfillment and logistics services for themselves or for third parties; (7) companies that provide online advertising products and services; (8) on-demand streaming entertainment services; (9) financial services companies, including credit card issuers and payment platforms; and (10) companies that sell luxury goods.
It is our practice to enter into confidentiality and invention assignment agreements (or similar agreements) with our employees, consultants, and contractors involved in the development of intellectual property on our behalf. We also enter into confidentiality agreements with other third parties in order to limit access to, and disclosure and use of, our confidential information and proprietary information.
It is our practice to enter into confidentiality and invention assignment agreements (or similar agreements) with our employees, consultants, and contractors involved in the development of intellectual property on our behalf. We also enter into confidentiality agreements with third parties in order to limit access to, and disclosure and use of, our confidential information and proprietary information.
Government Regulation Government regulation impacts key aspects of our business. In particular, we are subject to numerous national, state/regional, and local laws, legal requirements, standards and regulations in Korea, the United States, Taiwan, China, the United Kingdom, and various European countries, and other jurisdictions where we operate.
Government Regulation Government regulation impacts key aspects of our business. In particular, we are subject to numerous national, state/regional, and local laws, legal requirements, standards and regulations in Korea, the United States, Taiwan, Japan, China, the United Kingdom, various European countries, and other jurisdictions where we operate.
We further control the use of our proprietary technology and intellectual property through provisions in our terms of service. 1 Measured using work-related and accident-related fatalities.
We further control the use of our proprietary technology and intellectual property through provisions in our website terms of service. 1 Measured using work-related and accident-related fatalities.
We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy and information statements and amendments to reports filed or furnished pursuant to Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
We file with the SEC annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy, and information statements and amendments to reports filed or furnished pursuant to Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Coupang, Inc. 2024 Form 10-K 5 Table of Contents Our design logos, “Coupang,” and our other registered or common law trademarks, service marks, or trade names appearing in this Form 10-K are our property or our affiliates’ property. Other trade names, trademarks, and service marks used in this Form 10-K are the property of their respective owners.
Coupang, Inc. 2025 Form 10-K 5 Table of Contents Our design logos, “Coupang,” and our other registered or common law trademarks, service marks, or trade names appearing in this Form 10-K are our property or our affiliates’ property. Other trade names, trademarks, and service marks used in this Form 10-K are the property of their respective owners.
We control access to and use of our proprietary technology and other confidential information through the use of internal and external controls, including technical and administrative security controls and contractual protections with employees, contractors, customers, and partners.
We control access to and use of our proprietary technology and other confidential information through internal and external controls, including technical and administrative security controls and contractual protections with employees, contractors, customers, partners, and other third parties.
Information on our website is not incorporated by reference herein and is not a part of this Form 10-K.
Information on our websites is not incorporated by reference herein and is not a part of this Form 10-K.
In the same way our employees aim to go above and beyond for our customers, we aim to go above and beyond for them. As of December 31, 2024, we directly employ approximately 95,000 employees, the majority of which are located in South Korea, making us one of the largest private sector employers in the country.
In the same way our employees aim to go above and beyond for our customers, we aim to go above and beyond for them. As of December 31, 2025, we directly employ approximately 108,000 employees, the majority of which are located in Korea, making us one of the largest private sector employers in the country.
For additional information, see the risk factors herein in Part I—Item 1A.“Risk Factors” under the sub-caption “Risks Related to Laws, Regulation, and Intellectual Property” in this Form 10-K. Company Website, Social Media, and Availability of SEC Filings Our corporate website address is https://www.aboutcoupang.com and our investor relations website is https://ir.aboutcoupang.com.
For additional information, see the risk factors in Part I, Item 1A. “Risk Factors” in this Form 10-K including those under the sub-caption “Risks Related to Laws, Regulation, Intellectual Property, and Technology”. Company Website, Social Media, and Availability of SEC Filings Our corporate website address is https://www.aboutcoupang.com, our investor relations website is https://ir.aboutcoupang.com, and we also provide updates on https://news.coupang.com.
We use these mediums, including our corporate and investor relations websites, to communicate with investors and the general public about our company, our products, and other issues. It is possible that the information that we make available on our websites may be deemed to be material information.
We use these mediums to communicate with investors and the general public about our company, our products, and other matters. It is possible that the information that we make available on our investor relations website and https://news.coupang.com may be deemed to be material information.
We therefore encourage investors and others interested in our Company to review the information that we make available on our websites. Any updates to the list of disclosure channels through which we will announce information will be posted on our investor relations website. Coupang, Inc. 2024 Form 10-K 6 Table of Contents
Any updates to the list of disclosure channels through which we will announce information will be posted on our investor relations website or https://news.coupang.com. Coupang, Inc. 2025 Form 10-K 6 Table of Contents
Seasonality Our overall operating results may fluctuate from quarter to quarter as a result of a variety of factors, including seasonal factors, weather conditions, economic cycles that influence consumer spend, and our ability to attract and retain new customers. Human Capital Our global team of employees is the driving force in creating a one-of-a-kind experience for millions of customers.
Seasonality Our overall operating results may fluctuate from quarter to quarter as a result of a variety of factors, including seasonal factors, weather conditions, economic cycles that influence consumer spend, our ability to attract and retain new customers, and the impact and timing of holidays. For additional information, see the risk factors herein in Part I, Item 1A.
The Farfetch marketplace connects luxury sellers with customers and offers brands direct-to-consumer distribution via an e-concession model. Advertising We also have offerings for our suppliers and merchants to advertise on our websites and mobile applications.
Our fulfillment and logistics by Coupang offering in Korea (“FLC”) empowers merchants by offering them access to our industry-leading fulfillment, logistics, and customer network services. The Farfetch marketplace connects luxury sellers with customers and offers brands direct-to-consumer distribution. Advertising We also have offerings for our suppliers and merchants to advertise on our websites and mobile applications.
Coupang, Inc. 2024 Form 10-K 4 Table of Contents We offer merchants of all sizes the opportunity to sell on Coupang and provide effective solutions to improve their customer experiences and enhance demand generation. Our fulfillment & logistics by Coupang (“FLC”) offering empowers merchants by offering them our fulfillment, logistics, delivery, and customer service network services.
Coupang, Inc. 2025 Form 10-K 4 Table of Contents We offer merchants of all sizes around the world the opportunity to sell through Coupang and provide effective solutions to improve customer experience and enhance demand generation.
The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding Coupang and other issuers that file electronically with the SEC. We may announce material business and financial information using our investor relations website, our filings with the SEC, webcasts, press releases, conference calls and social media.
The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding Coupang and other issuers that file electronically with the SEC.
As more SMEs partner with Coupang on private label products, more jobs are created. We also launched Rocket Overseas to customers in Taiwan, empowering SME partners to unlock even more growth through sales to customers outside of Korea, at no additional effort or cost on their part.
As more SMEs partner with Coupang on private label products, more jobs are created. We also launched Rocket Overseas to customers in Taiwan, empowering SME partners to unlock growth by connecting with customers in other countries, bringing savings and convenience to both customers and merchants.
These laws and regulations, which are subject to change over time, involve matters that are often central to our business, including our interactions with customers, suppliers, and merchants. They may regulate fair trade, competition, labor and employment, privacy, data protection, data use, intellectual property, consumer protection, advertising, import and export regulations, tax, and other subjects.
These laws and regulations, which are subject to change, involve matters that are often central to our business, including our interactions with customers, suppliers, and merchants.
We’ve supported these SMEs, helping them in everything from marketing and logistics to customer service. We also continue to develop new ways for SMEs to unlock growth through Coupang, such as Coupang Private Label Brands, through which we work mostly with SMEs to develop and market high-quality products for customers marketed under our private label brand, at affordable prices.
This helps small businesses reach more customers, grow sustainably, and thrive in an increasingly connected marketplace. At Coupang, we continue to develop new ways for SMEs to unlock growth through offerings such as Coupang’s Private Label Brand, which develops and markets high-quality products under our private label at affordable prices.
Our Merchant Experience Small and medium-sized enterprises (SMEs) on Coupang form an essential part of our business, and we strive to be a growth driver for these companies through our win-win model. For example, in Korea over 75% of Coupang merchants are SMEs, which can leverage our nationwide fulfillment and logistics infrastructure to connect with millions of customers.
Our Merchant Experience Small and medium-sized enterprises (“SMEs”) on Coupang form an essential part of our business, and we strive to make it easy for SMEs to reach customers all over the world with our comprehensive end-to-end support.
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By investing for the long term with a culture focused on customer centricity, we believe we are delivering a superior customer experience at a lower cost as we continue to redefine retail standards worldwide.
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We have organized our operations into two segments: Product Commerce and Developing Offerings. These segments reflect the way we evaluate our business performance and manage operations.
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Our efforts have centered on building an end-to-end integrated system of technology and infrastructure, and most importantly, an innovation-focused culture driven to raise our customers’ expectations and lead them to wonder “How did I ever live without Coupang?” Our Customer Experience We are committed to delivering a “wow” experience to each of our customers every day.
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Information on our segments is included in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview — Segment Information.” Financial information for our segments is included in Note 3 — “Segment Reporting” to the consolidated financial statements included in Part II, Item 8 of this Form 10-K.
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The technology, automation and efficiencies gained through our end-to-end systems have allowed Coupang to reinvest in new experiences and adjacent services.
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Our Customer Experience We are committed to building a one-of-a-kind service for our customers designed to provide them with the best selection, savings, and service. Our approach focuses on controlling the entire end-to-end experience – from technology and automation to fulfillment and logistics – so we can continually raise the bar for what customers expect.
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For example, the infrastructure that was originally created in Korea for fast delivery of general merchandise has evolved further to now also include same-day and dawn delivery of fresh produce and grocery items, as well as millions of general merchandise items.
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The technology, infrastructure, and operational excellence we have built allow us to invest in customer experiences and new, adjacent services. Capabilities originally developed to deliver general merchandise at speed have evolved to support fresh grocery, food delivery, digital entertainment, payments, and other services – all designed to make our customers’ lives easier.
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In Korea, the primary market we serve, we offer many services that provide customers with more selection, savings and convenience: • Dawn and Same-Day Delivery. Customers can order fresh groceries and choose from millions of general merchandise items by midnight and receive products by 7 am the next morning. • Next-Day Delivery.
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Across our markets, customers benefit from one or more of our core experiences built around speed, convenience, and reliability including: • Fast, reliable delivery experience, ranging from next-day, dawn, and even same-day delivery, with order cutoffs as late as midnight; • Broad selection, spanning daily essentials, general merchandise, fresh groceries, luxury, and specialized niche categories; • Frictionless returns, designed to be as simple and customer friendly as ordering; and • Digital services, such as streaming entertainment and secure payments.
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Customers are eligible for free, one-day delivery nationwide 365 days a year. • Frictionless Returns. Customers simply tap a button on the app and leave the item outside their door. Refunds are initiated the moment the item is picked up.
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Through our WOW membership offerings, customers receive additional value – such as delivery benefits and service perks – further reinforcing a seamless, high-value experience.
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In Korea, we also offer our “WOW” membership program for a low monthly fee, which provides additional benefits: • Coupang Eats. Members receive free delivery of restaurant meals. • Coupang Play. Members enjoy a large catalog of streaming media content (OTT) and access to exclusive live sporting events featuring top teams from around the world. • Coupang Pay.
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Whether through local commerce, international selection, food delivery, or global marketplaces like Farfetch – which connects customers with some of the world’s leading luxury brands – we combine technology, fulfillment, logistics, and customer obsession to deliver an exceptional customer experience.
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Members can securely pay for Coupang purchases through this convenient feature built into the Coupang app. • Free Installation. Members receive free delivery and installation on purchases of select appliances, furniture, tires and more. We introduced Coupang in Taiwan in 2021. Since that time, we’ve opened new fulfillment centers and offer the following capabilities: • Next Day Delivery.
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We have invested billions of dollars to expand artificial intelligence (“AI”) technologies and other innovations, helping to accelerate the growth of hundreds of thousands of SMEs around the world.
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Customers can order food and daily consumables for overnight delivery to their door on purchases over $15.00. • Free International Shipping (Rocket Overseas). Customers can choose from millions of American and Korean Products and receive free shipping on purchases over $21.00.
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In the United States, for example, sellers ship their products to one of Coupang’s U.S. facilities, and Coupang’s world-class fulfillment and logistics teams receive, store, pick, pack, and ship those products directly to customers. Coupang’s online retail services are helping U.S. brands drive billions of dollars in international sales every year.
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In January 2024 we acquired the business and assets of Farfetch Holdings plc (“Farfetch”), a leading global marketplace for the luxury fashion industry which connects customers in more than 190 countries and territories with some of the world’s best boutiques and brands.
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And in the Republic of Korea (“Korea”), more than 75% of our SME sellers are based outside Seoul, supporting regional businesses and more balanced economic development. We have reimagined traditional online commerce to strengthen local businesses. By streamlining the entire supply chain through direct sourcing and mobile fulfillment sites, Coupang enables faster delivery of high-volume, locally sourced products.
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“Risk Factors” in this Form 10-K, including those under the sub-caption “ The seasonality of our business affects our quarterly results and places an increased strain on our operations. ” Human Capital Our global team of employees is the driving force in creating a one-of-a-kind experience for millions of customers.
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They regulate fair trade and pricing, competition, labor and employment, workplace safety, privacy, data protection, data use, intellectual property, consumer safety and protection, advertising, import, export and international trade, payments, tax, shares of our Class A common stock, and other subjects.
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Investors and others should note that we may announce material business and financial information using our investor relations website (https://ir.aboutcoupang.com) and through https://news.coupang.com, our filings with the SEC, webcasts, press releases (including those on our investor relations website and https://news.coupang.com), conference calls, and social media.
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We therefore encourage investors and others interested in our company to review the information that we make available on our investor relations website and https://news.coupang.com.
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Notwithstanding the foregoing, the information contained on our investor relations website and https://news.coupang.com as referenced in this paragraph are not incorporated by reference into this Form 10-K or any other report or document we file with the SEC.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

252 edited+67 added−26 removed327 unchanged
Biggest changeThese reasons include those described elsewhere in this “Risk Factors” section as well as the following: • our ability to attract new and retain existing customers, increase sales to existing customers, and satisfy our customers’ demands; • our ability to offer merchandise and services on favorable terms, manage inventory, and fulfill orders in a timely manner; • the introduction or activities of competitors’ stores, apps, websites, merchandise, or services; • the success of our growth and expansion efforts, including investments into new initiatives and expansion into new geographies; • variations in our level of merchandise and supplier returns; • the extent to which we offer fast and free delivery through Rocket Delivery, continue to offer a compelling value proposition to our customers, and provide additional benefits to our customers; • factors affecting our reputation or brand image or awareness; • the extent to which we finance our current operations and future growth, and the terms of any such financing; • the timing, effectiveness, and costs of expansion and upgrades of our systems and infrastructure; • the outcomes of any legal proceedings and claims or regulatory investigations, which may include significant monetary damages, injunctive relief, personal liability (including criminal liability), sanctions, fines, suspensions or revocations of related permits and licenses, and penalties; • the extent to which we invest in technology and content, fulfillment, and other expense categories; • increases in our temporary or long-term costs such as labor and energy sources, packing supplies, and other goods not for resale; • changes in existing, or development of new, laws, regulations, or other regulatory practices and enforcement in the countries where we operate; • the extent to which our services are affected by cybersecurity and data security incidents, including, but not limited to, spyware, viruses, phishing, and other spam emails, denial of service attacks, data theft, computer intrusions, outages, and similar events; and • disruptions from natural or man-made disasters, extreme weather conditions (including as a result of climate change) and other catastrophic events, global health epidemics and pandemics, geopolitical events and security issues (including terrorist attacks and armed hostilities), labor or trade disputes, macroeconomic conditions, and other similar events.
Biggest changeThese reasons include those described elsewhere in this “Risk Factors” section as well as the following: • our ability to attract new and retain existing customers, increase sales to existing customers, and satisfy our customers’ demands; • our ability to offer merchandise and services on favorable terms, manage inventory, and fulfill orders in a timely manner; • the introduction or activities of competitors’ stores, apps, websites, merchandise, or services, including the use of AI shopping tools; • the success of our growth and expansion efforts, including investments into new initiatives and expansion into new geographies; • variations in our level of merchandise and supplier returns; • the extent to which we offer fast and free delivery, continue to offer a compelling value proposition to our customers, and provide additional benefits to our customers; • factors affecting our reputation or brand image or awareness; • the extent to which we finance our current operations and future growth, and the terms of any such financing; • the timing, effectiveness, and costs of expansion and upgrades of our systems and infrastructure; • the outcomes of legal proceedings, claims and regulatory investigations (including those prompted by the data incident discussed in Item 1C.
Our ability to identify and develop and effectively manage sourcing relationships with qualified, economically stable suppliers and merchants, who satisfy our requirements, and to acquire sufficient amounts of products in a timely and cost-efficient manner is critical to our business.
Our ability to identify, develop, and effectively manage sourcing relationships with qualified, economically stable suppliers and merchants who satisfy our requirements, and our ability to acquire sufficient amounts of products in a timely and cost-efficient manner is critical to our business.
We may further expand our operations into new geographies. These expansions could present new risks and challenges and which may prove unsuccessful and materially and adversely affect our business.
We may further expand our operations into new geographies. These expansions could present new risks and challenges, which may prove unsuccessful and materially and adversely affect our business.
Our business and the infrastructure on which our business relies is vulnerable to damage or interruption from catastrophic occurrences, such as earthquakes, tsunamis, floods, fires, extreme weather events (whether as a result of climate change or otherwise), power loss, telecommunication failures, criminal acts, sabotage, other intentional acts of violence, vandalism and misconduct, war, civil unrest, terrorist attacks, geopolitical events, including those related to hostilities between North Korea and South Korea, tensions between China and Taiwan, conflicts in the Middle East, disease and pandemics, and similar events.
Our business and the infrastructure on which our business relies is vulnerable to damage or interruption from catastrophic occurrences, such as earthquakes, tsunamis, floods, fires, extreme weather events (whether as a result of climate change or otherwise), power loss, telecommunication failures, criminal acts, sabotage, other intentional acts of violence, vandalism and misconduct, war, civil unrest, terrorist attacks, geopolitical events, including those related to hostilities between North Korea and Korea, tensions between China and Taiwan, conflicts in the Middle East, disease and pandemics, and similar events.
Any such failure could result in investors losing confidence in the accuracy and completeness of our financial reports, could cause us to violate covenants in our debt instruments or other reporting obligations, the market price of our Class A common stock could be adversely affected, and we could become subject to litigation or investigations by the New York Stock Exchange (the “NYSE”), the SEC, Korean authorities, or other regulatory authorities, which could require additional financial and management resources and materially and adversely affect our business and results of operations.
Any such failure could result in investors losing confidence in the accuracy and completeness of our financial reports, could cause us to violate covenants in our debt instruments or other reporting obligations, the market price of our Class A common stock could be adversely affected, and we could become subject to litigation or investigations by the New York Stock Exchange (the “NYSE”), the SEC, or other regulatory authorities, which could require additional financial and management resources and materially and adversely affect our business and results of operations.
Additionally, there are, and will likely continue to be, an increasing number of laws and regulations pertaining to the Internet and retail sales that may relate to liability for information retrieved from or transmitted over the Internet, display of certain taxes and fees, online editorial and user-generated content, user privacy, data security, network and information systems security, behavioral and online advertising, the use of AI and machine learning, taxation, liability for third-party activities, quality of services, and consumer protection.
Additionally, there are, and will likely continue to be, an increasing number of laws and regulations pertaining to the Internet and retail sales that may relate to liability for information retrieved from or transmitted over the Internet, display of certain taxes and fees, online editorial and user-generated content, user privacy, data security, network and information systems security, behavioral and online advertising, the use of AI and machine learning technologies, taxation, liability for third-party activities, quality of services, and consumer protection.
Although we have implemented measures to detect and reduce the occurrence of fraudulent activities, combat bad customer experiences, and increase customer satisfaction, including encouraging reporting of concerns, gating and monitoring higher-risk activities, evaluating merchants on the basis of their transaction history, and restricting or suspending some merchants, we cannot assure you that these measures will be effective in combating fraudulent transactions or improving overall satisfaction among merchants and customers.
Although we have implemented measures designed to detect and reduce the occurrence of fraudulent activities, combat bad customer experiences, and increase customer satisfaction, including encouraging reporting of concerns, gating and monitoring higher-risk activities, evaluating merchants on the basis of their transaction history, and restricting or suspending some merchants, we cannot assure you that these measures will be effective in combating fraudulent transactions or improving overall satisfaction among merchants and customers.
The success of our mobile applications could also be harmed by factors outside our control, such as: • actions taken by providers of mobile operating systems or mobile application download stores; • unfavorable treatment received by our mobile applications, especially as compared to competing applications, such as the placement of our mobile applications in a mobile application download store; • increased costs to distribute or use our mobile applications; or • changes in mobile operating systems, such as iOS and Android, that degrade the functionality of our mobile websites or mobile applications or that give preferential treatment to competitive products.
The success of our applications could also be harmed by factors outside our control, such as: • actions taken by providers of mobile operating systems or mobile application download stores; • unfavorable reviews and treatment received by our mobile applications, especially as compared to competing applications, such as the placement of our mobile applications in a mobile application download store; • increased costs to distribute or use our mobile applications; or • changes in mobile operating systems, such as iOS and Android, that degrade the functionality of our mobile websites or mobile applications or that give preferential treatment to competitive products.
The potential effects of these laws are far-reaching, continue to evolve, and may require us to modify our data processing practices and policies and to incur substantial costs and expenses to comply with the obligations imposed by the governments of the foreign jurisdictions in which we do business or seek to do business and we may be required to make significant changes in our business operations, all of which may adversely impact our business.
The potential effects of these laws are far-reaching, continue to evolve, and may require us to modify our data processing practices and policies and to incur substantial costs and expenses to comply with the obligations imposed by the governments of the jurisdictions in which we do business or seek to do business and we may be required to make significant changes in our business operations, all of which may adversely impact our business.
In addition, the United States public companies are required to maintain records that accurately and fairly represent their transactions and have an adequate system of internal accounting controls. In many foreign countries, including countries in which we may conduct business, it may be a local custom that businesses engage in practices that are prohibited by applicable laws and regulations.
In addition, United States public companies are required to maintain records that accurately and fairly represent their transactions and have an adequate system of internal accounting controls. In many foreign countries, including countries in which we may conduct business, it may be a local custom that businesses engage in practices that are prohibited by applicable laws and regulations.
We will need to evolve to combat fraudulent activities as they develop. Any failure to so evolve could result in loss of customer trust. At the same time, the implementation of additional measures to address fraud could negatively affect the attractiveness of our offerings to customers and merchants, or create friction in our customers’ experience.
We will need to evolve to combat fraudulent activities as they develop. Any failure to evolve could result in loss of customer trust. At the same time, the implementation of additional measures to address fraud could negatively affect the attractiveness of our offerings to customers and merchants, or create friction in our customers’ experience.
Further, any such reclassification would require us to change our business model, including our Coupang Eats service, and consequently have an adverse effect on our business, financial condition, and results of operations. We have incurred and may continue to incur expenses relating to legal claims on these matters. The frequency of such claims is unpredictable.
Further, any such reclassification would require us to change our business model, including our Eats service, and consequently have an adverse effect on our business, financial condition, and results of operations. We have incurred and may continue to incur expenses relating to legal claims on these matters. The frequency of such claims is unpredictable.
Any such claim, proceeding, or action, could hurt our reputation, brand, and business, force us to incur significant expenses in defense of such proceedings, distract our management, increase our costs of doing business, result in a loss of customers and merchants, and could have an adverse effect on our business, financial condition, and results of operations.
Any such claim, proceeding, or action could hurt our reputation, brand, and business, force us to incur significant expenses in defense of such proceedings, distract our management, increase our costs of doing business, result in a loss of employees, customers, or merchants, and could have an adverse effect on our business, financial condition, and results of operations.
The occurrence of any of these foregoing risks could have a material adverse effect on our business, financial condition, and results of operations. Our business depends on the continued growth of online commerce and the increased acceptance of online transactions by potential customers. Online commerce is still developing in the geographies in which we operate.
The occurrence of any of these foregoing risks could have a material adverse effect on our business, financial condition, and results of operations. Our business depends on the continued growth of online commerce and the increased acceptance of online transactions by potential customers. Online commerce is still developing in many of the geographies in which we operate.
Breach of such obligations could result in penalties, such as criminal sanctions, administrative fines, and corrective measure orders. The Korean Ministry of Employment and Labor may also order work suspension or use suspension of machinery/equipment if it identifies harmful or dangerous conditions in the workplaces.
Breach of such obligations could result in penalties, such as criminal sanctions, administrative fines, and corrective measure orders. The Korean Ministry of Employment and Labor may also order work suspension or suspend the use of machinery/equipment if it identifies harmful or dangerous conditions in the workplaces.
From time to time, we are subject to claims, litigation, governmental audits, inspections, investigations, and other legal proceedings relating to issues such as employment and labor, worker classification and assignment, worker pay, hours and benefits, labor relations including union and collective bargaining issues, employment authorization and immigration, worker safety, intellectual property (including patent, trademark and copyright), product safety, personal injury, privacy, information security, tax compliance, import/export regulations, foreign exchange regulations, licenses and permits, food safety, medical products, drugs and devices, financial services, antitrust, securities regulation, and fair trade matters, consumer protection, and environmental issues.
From time to time, we are subject to claims, litigation, governmental audits, inspections, investigations, and other legal proceedings relating to issues such as employment and labor, worker classification and assignment, worker pay, hours and benefits, labor relations including union and collective bargaining issues, employment authorization and immigration, worker safety, intellectual property (including patent, trademark and copyright), product safety, personal injury, privacy, information security, tax compliance, import/export regulations, foreign exchange regulations, licenses and permits, food safety, medical products, drugs and devices, financial services, antitrust, intercompany transactions, securities regulation, and fair trade matters, consumer protection, and environmental issues.
We may experience fluctuations in our tax obligations and effective tax rate, which could materially and adversely affect our results of operations. We are subject to taxes in the United States, Korea, China, Taiwan, the United Kingdom and other foreign jurisdictions where we operate.
We may experience fluctuations in our tax obligations and effective tax rate, which could materially and adversely affect our results of operations. We are subject to taxes in the United States, Korea, China, Taiwan, the United Kingdom and other jurisdictions where we operate.
If the perceived value of our equity awards declines, experiences significant volatility, or increases such that prospective employees believe there is limited upside to the value of our equity awards, it may adversely affect our ability to recruit and retain key employees.
If the actual or perceived value of our equity awards declines, experiences significant volatility, or increases such that prospective employees believe there is limited upside to the value of our equity awards, it may adversely affect our ability to recruit and retain key employees.
Potential developments that could have an adverse impact on Korea’s economy include: • declines in customer confidence, decreases in consumer disposable income, a slowdown in customer spending and higher levels of unemployment; • political instability or uncertainty; • adverse conditions or developments in the economies of countries and regions that are important export and import markets for Korea, such as Taiwan, China, the United States, Europe, and Japan, or in emerging market economies in Asia or elsewhere, including as a result of deteriorating economic and trade relations between the United States and China and increased uncertainties resulting from the United Kingdom’s exit from the European Union; • adverse changes or volatility in foreign currency reserve levels, commodity prices (including oil prices), exchange rates (including fluctuation of the KRW, the USD, the euro or other exchange rates, or the revaluation of the Chinese Renminbi), interest rates, inflation rates, or stock markets; • increased sovereign default risk of select countries and the resulting adverse effects on the global financial markets; • investigations of large Korean business groups and their senior management for possible misconduct; • a continuing rise in the level of household debt and increasing delinquencies and credit defaults by retail and small- and medium-sized enterprise borrowers in Korea; • the continued emergence of the Chinese economy, to the extent its benefits (such as increased exports to China) are outweighed by its costs (such as competition in export markets or for foreign investment and the relocation of the manufacturing base from Korea to China), as well as a slowdown in the growth of China’s economy, which is one of Korea’s most important export markets; • the economic impact of any pending or future free trade agreements or of any changes to existing free trade agreements; • social or labor unrest; • substantial changes in the market prices of Korean real estate; • a decrease in tax revenue and a substantial increase in the Korean government’s expenditures for fiscal stimulus measures, unemployment compensation, and other economic and social programs that, together, would lead to an increased government budget deficit; • financial problems or lack of progress in the restructuring of certain Korean conglomerates, certain other large troubled companies, or their suppliers; • loss of investor confidence arising from corporate accounting irregularities and corporate governance issues concerning certain Korean conglomerates; • increases in social expenditures to support an aging population in Korea or decreases in economic productivity due to the declining population size in Korea; • acts of war or geopolitical uncertainty and risk of further attacks by terrorist groups around the world; • the occurrence of severe health epidemics in Korea or other parts of the world; Coupang, Inc. 2024 Form 10-K 28 Table of Contents • deterioration in economic or diplomatic relations between Korea and its trading partners or allies, including the imposition of any new or increased tariffs, or any deterioration resulting from territorial or trade disputes or disagreements in foreign policy (such as the ongoing trade disputes with Japan); • political uncertainty or increasing strife among or within political parties in Korea; • hostilities or political or social tensions involving oil producing countries in the Middle East and North Africa and any material disruption in the global supply of oil or increase in the price of oil; • an increase in the level of tensions or an outbreak of hostilities between North Korea and Korea or the United States; • political or social tensions involving Russia and any resulting adverse effects on the global supply of oil or the global financial markets; • natural or man-made disasters that have a significant adverse economic or other impact on Korea or its major trading partners; and • changes in financial regulations in Korea.
Potential developments that could have an adverse impact on Korea’s economy include: • declines in customer confidence, decreases in consumer disposable income, a slowdown in customer spending and higher levels of unemployment; • political instability or uncertainty; • adverse conditions or developments in the economies of countries and regions that are important export and import markets for Korea, such as Taiwan, China, the United States, Europe, and Japan, or in emerging market economies in Asia or elsewhere, including as a result of deteriorating economic and trade relations between the United States and China and increased uncertainties resulting from the United Kingdom’s exit from the European Union; • adverse changes or volatility in foreign currency reserve levels, commodity prices (including oil prices), exchange rates (including fluctuation of the KRW, the USD, the EUR, or other exchange rates, or the revaluation of the Chinese Renminbi), interest rates, inflation rates, or stock markets; • increased sovereign default risk of select countries and the resulting adverse effects on the global financial markets; • investigations of large Korean business groups and their senior management for possible misconduct; • a continuing rise in the level of household debt and increasing delinquencies and credit defaults by retail and small- and medium-sized enterprise borrowers in Korea; • the continued emergence of the Chinese economy, to the extent its benefits (such as increased exports to China) are outweighed by its costs (such as competition in export markets or for foreign investment and the relocation of the manufacturing base from Korea to China), as well as a slowdown in the growth of China’s economy, which is one of Korea’s most important export markets; • the economic impact of any pending or future free trade agreements or of any changes to existing free trade agreements or the imposition of tariffs; • social or labor unrest; • substantial changes in the market prices of Korean real estate; • a decrease in tax revenue and a substantial increase in the Korean government’s expenditures for fiscal stimulus measures, unemployment compensation, and other economic and social programs that, together, would lead to an increased government budget deficit; • financial problems or lack of progress in the restructuring of certain Korean conglomerates, certain other large troubled companies, or their suppliers; • loss of investor confidence arising from corporate accounting irregularities and corporate governance issues concerning certain Korean conglomerates; • increases in social expenditures to support an aging population in Korea or decreases in economic productivity due to the declining population size in Korea; • acts of war or geopolitical uncertainty and risk of further attacks by terrorist groups around the world; • the occurrence of severe health epidemics in Korea or other parts of the world; Coupang, Inc. 2025 Form 10-K 30 Table of Contents • deterioration in economic or diplomatic relations between Korea and its trading partners or allies, including the imposition of any new or increased tariffs, or any deterioration resulting from territorial or trade disputes or disagreements in foreign policy (such as the ongoing trade disputes with Japan); • political uncertainty or increasing strife among or within political parties in Korea; • hostilities or political or social tensions involving oil producing countries in the Middle East and North Africa and any material disruption in the global supply of oil or increase in the price of oil; • an increase in the level of tensions or an outbreak of hostilities between North Korea and Korea or the United States; • political or social tensions involving Russia, Venezuela, or Iran and any resulting adverse effects on the global supply of oil or the global financial markets; • natural or man-made disasters that have a significant adverse economic or other impact on Korea or its major trading partners; and • changes in financial regulations in Korea.
As a result, our ability to accurately forecast our future results of operations is limited and subject to a number of risks and uncertainties, including our ability to plan for and model future growth and to expand our business in existing markets and enter new markets.
As a result, our ability to accurately forecast our future results of operations is limited and subject to a number of risks and uncertainties, including our ability to plan for and model future growth and expenses and to expand our business in existing markets and enter new markets.
We have in the past become subject to fair trade claims and regulatory actions relating to allegedly false statements on our apps or websites about merchandise and their quality and have been fined by the KFTC.
We have in the past become subject to fair trade claims and regulatory actions relating to allegedly false statements on our apps or websites about merchandise and their quality in Korea and have been fined by the KFTC.
In the past, companies that have experienced volatility in the trading price for their stock have been subject to securities class action litigation. We are currently subject to a putative securities class action litigation and we may be subject to additional securities related litigation and claims in the future.
In the past, companies that have experienced volatility in the trading price for their stock have been subject to securities class action litigation. We are currently subject to putative securities class action litigation and we may be subject to additional securities related litigation and claims in the future.
It may be difficult to differentiate our offering from other competitors as we offer additional categories of merchandise and services, and our customers may have additional considerations in deciding whether or not to purchase these additional offerings.
It may be difficult to differentiate our offerings from other competitors as we offer additional categories of merchandise and services, and our customers may have additional considerations in deciding whether or not to purchase these additional offerings.
For more, see the risk factor below titled “ Our business depends on network and mobile infrastructure, third-party data center hosting facilities, other third-party providers, and our ability to maintain and scale our technology.
For more information, see the risk factor below titled “ Our business depends on network and mobile infrastructure, third-party data center hosting facilities, other third-party providers, and our ability to maintain and scale our technology.
Furthermore, our competitors are continuously developing innovations in personalized search and recommendation, online and offline shopping and marketing, communications, social networking, entertainment, logistics, and other services to enhance the customer experience.
Furthermore, our competitors are continuously developing innovations in AI, personalized search and recommendation, online and offline shopping and marketing, communications, social networking, entertainment, logistics, and other services to enhance the customer experience.
In addition, as Coupang Pay expands the type and reach of its services within Korea and into international geographies, it will become subject to additional legal and regulatory risks and scrutiny.
In addition, as Pay expands the type and reach of its services within Korea and into international geographies, it will become subject to additional legal and regulatory risks and scrutiny.
These requirements will also create additional costs of compliance and subject the group of affiliated companies to greater regulatory scrutiny and risk of penalties for any failure to comply with the additional obligations imposed.
These requirements also create additional costs of compliance and subject the group of affiliated companies to greater regulatory scrutiny and risk of penalties for any failure to comply with the additional obligations imposed.
The occurrence of any of the following risks or additional risks and uncertainties not presently known to us, or that we currently believe to be immaterial, or that apply to all companies operating globally could materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the price of our Class A common stock which would cause you to lose all or part of your investment.
The occurrence of any of the following, or additional, risks, uncertainties, events, and contingencies not presently known to us, or that we currently believe to be immaterial, or that apply to all companies operating globally could materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the price of our Class A common stock which would cause you to lose all or part of your investment.
Coupang Pay’s services are highly regulated. Coupang Pay is required to comply with numerous complex and evolving laws, rules, and regulations, particularly in the areas of online and mobile payment services.
Pay’s services are highly regulated. Pay is required to comply with numerous complex and evolving laws, rules, and regulations, particularly in the areas of online and mobile payment services.
Our business and financial performance could be adversely affected by unfavorable changes in or interpretations of existing laws, rules, and regulations or the promulgation of new laws, rules, and regulations applicable to us and our business, including those relating to the Internet and retail sales, Internet advertising and price display, consumer protection, economic and trade sanctions, tax, payments, foreign exchange regulations, banking, data security, network and information systems security, data protection, and privacy.
Our business and financial performance could be adversely affected by unfavorable changes in or interpretations of existing laws, rules, and regulations or the promulgation of new laws, rules, and regulations applicable to us and our business, including those relating to the Internet and retail sales, Internet advertising and price display, consumer protection, economic and trade sanctions, tax, payments, foreign exchange regulations, banking, data security, network and information systems security, data protection, privacy, and the use of AI.
We may face a number of challenges that may affect our ability to sustain our corporate culture, including a potential failure to attract and retain employees who embrace and further our culture, any expansion into additional geographies and new lines of business, competitive pressures that may divert us from our vision and values, and the integration of new personnel and businesses from acquisitions, including the recent acquisition of Farfetch.
We may face a number of challenges that may affect our ability to sustain our corporate culture, including a potential failure to attract and retain employees who embrace and further our culture, any expansion into additional geographies and new lines of business, competitive pressures that may divert us from our vision and values, and the integration of new personnel and businesses from acquisitions (such as the recent acquisition of Farfetch).
If the quality, utility, convenience, or attractiveness of Coupang Pay’s services declines for any reason, the attractiveness of our offerings to customers and merchants could be harmed.
If the quality, utility, convenience, or attractiveness of Pay’s services declines for any reason, the attractiveness of our offerings to customers and merchants could be harmed.
Some of our competitors control other products and services that are important to our success, including credit card interchange, Internet search, and mobile operating systems.
Some of our competitors control other products and services that are important to our success, including credit card interchange, search, and mobile operating systems.
A negative report, whether related to a delivery under Coupang Eats or Rocket Fresh or to a competitor, may have an adverse impact on demand for food delivery and could result in decreased orders. A decrease in orders as a result of these health concerns could adversely affect our business, financial condition, and results of operations.
A negative report, whether related to a delivery under Eats, Rocket Now, or Rocket Fresh or to a competitor, may have an adverse impact on demand for food delivery and could result in decreased orders. A decrease in orders as a result of these health concerns could adversely affect our business, financial condition, and results of operations.
A decline in the demand for certain products we sell could materially and adversely affect our revenue. For example, demand for luxury product offerings, which we have recently expanded, can be particularly variable due to changes in consumer preferences and may be particularly susceptible to recessions or other economic downturns.
A decline in the demand for certain products or services we or our merchants sell could materially and adversely affect our revenue. For example, demand for luxury product offerings, which we have recently expanded, can be particularly variable due to changes in consumer preferences and may be particularly susceptible to recessions or other economic downturns.
The market price of shares of our Class A common stock could be subject to wide fluctuations in response to a broad and diverse range of factors, including those described elsewhere in this “Risk Factors” section and this Form 10-K and the following: • actual or anticipated fluctuations in our results of operations; • overall performance of the equity markets and the economy as a whole; • changes in the financial projections we may provide to the public or our failure to meet these projections; • failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow us, or our failure to meet these estimates or the expectations of investors; • actual or anticipated changes in our growth rate relative to that of our competitors; • changes in the anticipated future size or growth rate of our addressable markets; • changes in our dividend or stock repurchase activities; • announcements of new products or services, new geographic markets, or acquisitions, strategic partnerships, joint ventures, or capital-raising activities or commitments, by us or by our competitors; • additions or departures of board members, management, or key personnel; • rumors and market speculation involving us or other companies in our industry; • new laws or regulations or new interpretations of existing laws or regulations applicable to our business, including those related to data privacy and cyber security in Korea or globally; • lawsuits or investigations threatened or filed against us; • other events or factors, including those resulting from war, incidents of terrorism, or responses to these events; • health epidemics and pandemics, influenza, and other highly communicable diseases or viruses; and • sales or expectations with respect to sales of shares of our Class A common stock by us or our security holders.
The market price of shares of our Class A common stock could be subject to wide fluctuations in response to a broad and diverse range of factors, including those described elsewhere in this “Risk Factors” section and this Form 10-K and the following: • actual or anticipated fluctuations in our results of operations; • overall performance of the equity markets and the economy as a whole; • changes in the financial projections we may provide to the public or our failure to meet these projections; • failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow us, or our failure to meet these estimates or the expectations of investors; • actual or anticipated changes in our growth rate relative to that of our competitors; • changes in the anticipated future size or growth rate of our addressable markets; • changes in our dividend or stock repurchase activities; • announcements of new products or services, new geographic markets, or acquisitions, strategic partnerships, joint ventures, or capital-raising activities or commitments, by us or by our competitors; • additions or departures of board members, management, or key personnel; • rumors and market speculation involving us or other companies in our industry; • new laws or regulations or new interpretations of existing laws or regulations applicable to our business, including those related to data privacy and cybersecurity; • lawsuits, audits, or investigations threatened or filed against us; • other events or factors, including data incidents such as the Incident and those resulting from war, incidents of terrorism, or responses to these events; • health epidemics and pandemics, influenza, and other highly communicable diseases or viruses; and • sales or expectations with respect to sales of shares of our Class A common stock by us or our security holders.
These risks and uncertainties include but are not limited to our ability to effectively and in a timely manner: • attract, on a cost-effective basis, new customers who purchase merchandise and services from us at similar or higher rates and amounts as compared to existing customers; • retain our existing customers and motivate their continued purchases from our apps and websites at rates and amounts consistent with or higher than their historical purchases; • encourage customers to expand the categories of merchandise and services they purchase from us; • retain and expand our network of suppliers and merchants; • manage and expand our fulfillment and logistics infrastructure and related operations; • fulfill and deliver customer orders on time and in accordance with customer expectations, which may change over time; • increase awareness of our brand and protect our reputation; • respond to changes in the way customers access and use the Internet and mobile devices; • react to challenges from existing and new competitors; • expand our business in new and existing geographies; • avoid interruptions or disruptions in our business; • further develop our scalable, high-performance technology and fulfillment infrastructure that can efficiently and reliably handle increased usage, as well as the deployment of new features and the sale of new merchandise and services; and • hire, integrate, motivate and retain qualified personnel.
These risks and uncertainties include but are not limited to our ability to effectively and in a timely manner: • attract, on a cost-effective basis, new customers who purchase merchandise and services from us at similar or higher rates and amounts as compared to existing customers; • retain our existing customers and motivate their continued purchases from our apps and websites at rates and amounts consistent with or higher than their historical purchases; • encourage customers to expand the categories of merchandise and services they purchase from us; • retain and expand our network of suppliers and merchants; • manage and expand our fulfillment and logistics infrastructure and related operations; • fulfill and deliver customer orders on time and in accordance with customer expectations, which may change over time; • increase awareness of our brand and protect our reputation; • respond to changes in the way customers access and use the Internet and mobile devices, including the use of AI shopping tools; • react to challenges from existing and new competitors; • expand our business in existing and new geographies; • avoid interruptions or disruptions in our business; • further develop our scalable, high-performance technology and fulfillment infrastructure to efficiently and reliably handle increased usage, as well as the deployment of new features and the sale of new merchandise and services; and • hire, integrate, motivate and retain qualified personnel.
Our fulfillment infrastructure requires a substantial number of workers, and these positions tend to have higher than average turnover.
Our fulfillment and logistics infrastructure requires a substantial number of workers, and these positions tend to have higher than average turnover.
Many of the expenses and investments with respect to our fulfillment and logistics capacity are fixed, and any expansion of such fulfillment and logistics infrastructure will require additional investment of capital. We expect to incur higher capital expenditures in the future for our fulfillment and logistics operations as our business continues to grow.
Many of the expenses and investments with respect to our fulfillment and logistics capacity are fixed, and any expansion of such fulfillment and logistics infrastructure will require additional investment of capital. We expect to incur higher capital expenditures in the future for our fulfillment and logistics operations as our business continues to expand.
If our ability to import goods from overseas is negatively impacted by domestic or international trade regulations (including any future customs requirements, tariffs, and quotas implemented in Korea), our ability to maintain a diverse selection of products for our customers and to be able to timely deliver products consistent with our customers’ expectations could be harmed, which could materially and adversely impact our future revenue and growth.
If our ability to import goods from other countries is negatively impacted by domestic or international trade regulations (including any future customs requirements, tariffs, and quotas implemented in Korea or other countries), our ability to maintain a diverse selection of products for our customers and to be able to timely deliver products consistent with our customers’ expectations could be harmed, which could materially and adversely impact our future revenue and growth.
In addition, customer preferences could be affected by health concerns about the consumption of food provided on Coupang Eats and Rocket Fresh, even if those concerns do not directly relate to food items available on our Coupang Eats and Rocket Fresh websites.
In addition, customer preferences could be affected by health concerns about the consumption of food provided on Eats, Rocket Now, and Rocket Fresh, even if those concerns do not directly relate to food items available on our Eats, Rocket Now, and Rocket Fresh websites.
If we offer new merchandise or services that are not accepted by our customers, we may make fewer sales and our revenue may fall short of expectations, our brand and reputation could be materially harmed, and we may incur expenses that are not offset by revenue.
If we offer new merchandise or services that are not accepted by our customers, we may generate fewer sales and our revenue may fall short of expectations, our brand and reputation could be materially harmed, and we may incur expenses that are not offset by revenue.
A failure to timely identify or effectively respond to changing consumer preferences and spending patterns, an inability to keep adequate inventory of the type of products being purchased by customers, failure to grow and retain the members of our Rocket WOW membership program, or a failure or inability to obtain or offer appropriate categories of products could negatively affect our relationship with customers and the demand for our products and services.
A failure to timely identify or effectively respond to changing consumer preferences and spending patterns, an inability to keep adequate inventory of the type of products being purchased by customers, failure to grow and retain the members of our WOW membership programs, or a failure or inability to obtain or offer appropriate categories of products and services could negatively affect our relationship with customers and the demand for our products and services.
Our future business and financial performance depends on continued demand for the types of goods and services that we and our merchants offer. The popularity of certain products, including apparel, beauty, food, and consumer electronics, may vary over time due to perceived availability, subjective value, seasonality, and/or general societal trends.
Our future business and financial performance depends on continued demand for the types of goods and services that we and our merchants offer. The popularity of certain products, including apparel, beauty, food, and consumer electronics, may vary over time due to perceived availability, subjective value, seasonality (including the impact and timing of holidays), and/or general societal trends.
As our operations are predominantly based in Korea, we are, and may from time to time become subject to investigations by Korean government authorities, including investigations related to Antitrust, Fair Trade, Labor and Employment and other matters. See the section titled “Business—Legal Proceedings” for additional information about these types of legal proceedings.
As a majority of our operations are based in Korea, we are, and may from time to time become subject to investigations by Korean government authorities, including investigations related to antitrust, fair trade, labor and employment and other matters. See the section titled “Business—Legal Proceedings” for additional information about these types of legal proceedings.
Our failure to grow our transaction-processing capabilities to accommodate the increasing number of transactions that must be billed on our apps and websites would materially harm our business and our ability to collect revenue.
Our failure to grow or enhance our transaction-processing capabilities to accommodate the increasing number of transactions that must be billed on our apps and websites would materially harm our business and our ability to collect revenue.
We may expand our operations and offerings into new geographies, which would present new challenges and which may prove unsuccessful and materially and adversely affect our business. As of December 31, 2024, we have operations and support services in the United States, South Korea, Taiwan, Singapore, China, Japan, India, the United Kingdom, and various other European countries.
We may expand our operations and offerings into new geographies, which would present new challenges and which may prove unsuccessful and materially and adversely affect our business. As of December 31, 2025, we have operations and support services in the United States, Korea, Taiwan, Singapore, China, Japan, India, the United Kingdom, and various other European countries.
Our Korean subsidiary, Coupang Corp., and a group of companies affiliated with it have been designated as a business group subject to regulatory oversight and restrictions under the Korean Monopoly Regulation and Fair Trade Act.
Coupang Corp., and a group of companies affiliated with it, have been designated as a business group subject to regulatory oversight and restrictions under the Korean Monopoly Regulation and Fair Trade Act.
We continue to hire additional qualified employees to support our business operations and planned expansion. Our future success depends, to a significant extent, on our ability to recruit, train, integrate, motivate, and retain qualified personnel.
We continue to require additional qualified employees to support our business operations and planned expansion. Our future success depends, to a significant extent, on our ability to recruit, train, integrate, motivate, and retain qualified personnel.
Many of our competitors have, and potential competitors may have, competitive advantages such as longer operating histories, more experience in implementing their business plan and strategy, better brand recognition, popular offline locations, greater negotiating leverage, established supply relationships, and significantly greater financial, marketing, and other resources.
Many of our competitors have, and potential competitors may have, competitive advantages such as longer operating histories, more experience in implementing their business plan and strategy, better brand recognition, popular offline locations, more advanced AI capabilities, greater negotiating leverage, established supply relationships, and significantly greater financial, marketing, and other resources.
Coupang Pay is subject to a number of risks which, if they were to materialize, could materially and adversely affect its ability to provide payment processing services to us and our customers, including, but not limited to: • dissatisfaction with Coupang Pay’s services or lower use of Coupang Pay by customers and merchants; • increasing competition, including from other established companies, payment service providers, and companies engaged in other financial technology services; • changes to rules or practices applicable to payment systems that link to Coupang Pay; • breach of customers’ privacy and concerns over the use and security of information collected from customers and any related negative publicity or liability relating thereto; • service outages, system failures, or failure to effectively scale the system to handle large and growing transaction volumes; • increasing costs to Coupang Pay, including fees charged by banks to process transactions through Coupang Pay, which would also increase our cost of revenue; Coupang, Inc. 2024 Form 10-K 19 Table of Contents • negative news about and social media coverage on Coupang Pay, its business, its service offerings, or matters relating to Coupang Pay’s data security and privacy; and • failure to manage customer funds accurately or loss of customer funds, whether due to employee fraud, security breaches, technical errors, or otherwise.
Pay is subject to a number of risks which, if they were to materialize, could materially and adversely affect its ability to provide payment processing services to us and our customers, including, but not limited to: • dissatisfaction with Pay’s services or lower use of Pay by customers and merchants; • increasing competition, including from other established companies, payment service providers, and companies engaged in other financial technology services; • changes to rules or practices applicable to payment systems that link to Pay; • breach of customers’ privacy and concerns over the use and security of information collected from customers and any related negative publicity or liability relating thereto; • service outages, system failures, or failure to effectively scale the system to handle large and growing transaction volumes; • increasing costs to Pay, including fees charged by banks to process transactions through Pay, which would also increase our cost of revenue; • negative news about and social media coverage on Pay, its business, its service offerings, or matters relating to Pay’s data security and privacy; and • failure to manage customer funds accurately or loss of customer funds, whether due to employee fraud, security breaches, technical errors, or otherwise.
We may need additional funding for marketing expenses and to develop and expand sales resources, develop new features or enhance our marketplace or other offerings, improve our operating infrastructure, or acquire complementary businesses and technologies. Accordingly, we might need or may want to engage in future equity or debt financings to secure additional funds.
We may need additional funding for, among other things, marketing expenses and to develop and expand sales resources, develop new features or enhance our marketplace or other offerings, improve our operating infrastructure, or acquire complementary businesses and technologies. Accordingly, we may need or may want to engage in future equity or debt financings to secure additional funds.
We rely on Coupang Pay to conduct a substantial amount of the payment processing across our business. If Coupang Pay’s services were limited, restricted, curtailed, or degraded in any way, or become unavailable to us or our customers for any reason, our business may be adversely affected.
We rely on Pay to conduct a substantial amount of the payment processing across our businesses in Korea. If Pay’s services were limited, restricted, curtailed, or degraded in any way, or become unavailable to us or our customers for any reason, our business may be adversely affected.
Summary Risk Factors Our business faces significant risks and uncertainties. The risk factors described below are only a summary of the principal risk factors associated with investing in our Class A common stock.
Summary Risk Factors Our business faces significant risks, uncertainties, events, and contingencies. The risk factors described below are only a summary of the principal risk factors associated with investing in our Class A common stock.
If the payment of outstanding amounts under our revolving credit facility, Farfetch Term Loans, or other credit agreements is accelerated, our assets may be insufficient to repay such amounts in full, and our common stockholders could experience a partial or total loss of their investment.
If the payment of outstanding amounts under our revolving credit facility or other credit agreements is accelerated, our assets may be insufficient to repay such amounts in full, and our common stockholders could experience a partial or total loss of their investment.
If the Korean tax authorities determine that any of its transactions with related parties were on other than arm’s-length terms, it may not be permitted to deduct as expenses, or may be required to include as taxable income, any amount which is found to be undue financial support between related parties in such transaction, which may have adverse tax consequences for us and, in turn, may adversely affect our business, financial condition, and results of operations.
If the Korean tax authorities determine that any of its transactions with related parties were on other than arm’s-length terms, it may not be permitted to deduct as expenses, or may be required to include as taxable income, or may be required to pay other taxes (including value-added taxes), any amount which is found to be undue financial support between related parties in such transaction, which may have adverse tax consequences for us and, in turn, may adversely affect our business, financial condition, and results of operations.
We accept payments using a variety of methods, including credit and debit cards, money transfers, and Coupang Pay. For certain payment methods, including credit and debit cards, we pay bank interchange and other fees. These fees may increase over time, which would increase our operating costs and adversely affect our results of operations.
We accept payments using a variety of methods, including credit and debit cards, money transfers, and Pay. For certain payment methods, including credit and debit cards, we pay bank interchange and other fees. These fees may increase, which would increase our operating costs and adversely affect our results of operations.
Our revolving credit facility also contains covenants requiring us to maintain certain financial ratios. The provisions of our revolving credit facility and the Farfetch Term Loans may affect our ability to obtain future financing and to pursue attractive business opportunities and our flexibility in planning for, and reacting to, changes in business conditions.
Our revolving credit facility also contains covenants requiring us to maintain certain financial ratios. The provisions of our revolving credit facility may affect our ability to obtain future financing and to pursue attractive business opportunities and our flexibility in planning for, and reacting to, changes in business conditions.
In addition, stock markets with respect to newly public companies, particularly companies in the technology industry, have experienced significant price and volume fluctuations that have affected and continue to affect the stock prices of these companies. Stock prices of many companies, including technology companies, have fluctuated in a manner often unrelated to the operating performance of those companies.
In addition, newly public companies, particularly companies in the technology industry, have experienced significant price and volume fluctuations that have affected and continue to affect the stock prices of these companies. Stock prices of many companies, including technology companies, have fluctuated in a manner often unrelated to the operating performance of those companies.
If a natural or man-made disaster, pandemic, blackout, or other unforeseen event were to occur that disrupted the ability to obtain an Internet connection, we may experience a slowdown or delay in our operations. In addition, certain of our hardware, including data servers, are located at an offsite data center, and certain other equipment is located within our headquarters.
If a natural or man-made disaster, pandemic, blackout, or other unforeseen event were to occur that disrupted the ability to obtain an Internet connection, we may experience a slowdown or delay in our operations. In addition, certain of our hardware, including data servers, are located at offsite data centers, and certain other equipment is located within our premises.
If we fail to remediate this material weakness or experience future material weaknesses or deficiencies in internal controls (whether due to acquisitions or otherwise) and we are unable to correct them in a timely manner, our ability to record, process, summarize and report financial information accurately and within the time periods specified in the rules and forms of the SEC, will be adversely affected.
If we experience future material weaknesses or deficiencies in internal controls (whether due to acquisitions or otherwise) and we are unable to correct them in a timely manner, our ability to record, process, summarize and report financial information accurately and within the time periods specified in the rules and forms of the SEC, will be adversely affected.
The use of AI and machine learning may also increase the risk of data security breaches or other cybersecurity threats, improper handling of private or sensitive information, inadvertent loss of our intellectual property rights or allegations of infringement of third parties’ rights, any of which could result in adverse consequences, including costly claims, litigation, regulatory investigations, and penalties.
Introducing new AI and machine learning tools may also increase the risk of data security breaches or other cybersecurity threats, improper handling of private or sensitive information, inadvertent loss of our intellectual property rights or allegations of infringement of third parties’ rights, any of which could result in adverse consequences, including costly claims, litigation, regulatory investigations, and penalties.
We have spent and expect to continue to spend substantial amounts on data centers and equipment and related network infrastructure to handle the traffic on our apps and websites. The operation of these systems is complex and could result in operational failures.
We have spent and expect to continue to spend substantial amounts on data centers and equipment and related network infrastructure to, among other things, handle the traffic on our apps and websites. The operation of these systems is complex and could result in operational failures.
Manufacturers may also attempt to enforce minimum resale price maintenance Coupang, Inc. 2024 Form 10-K 13 Table of Contents or minimum advertised price arrangements to prevent distributors and suppliers from selling on our apps, websites, or on the Internet generally, or drive distributors and suppliers to sell at prices that would make us less competitive.
Manufacturers may also attempt to enforce minimum resale price maintenance Coupang, Inc. 2025 Form 10-K 15 Table of Contents or minimum advertised price arrangements to prevent distributors and suppliers from selling on our apps, websites, or on the Internet generally, or drive distributors and suppliers to sell at prices that would make us less competitive.
Further, the growth and development of online retail may prompt calls for more stringent consumer protection laws and more aggressive enforcement efforts, which may impose additional burdens on online businesses generally. Coupang, Inc. 2024 Form 10-K 35 Table of Contents Furthermore, the law relating to liability of online service providers is currently unsettled.
Further, the growth and development of online retail may prompt calls for more stringent consumer protection laws and more aggressive enforcement efforts, which may impose additional burdens on online businesses generally. Coupang, Inc. 2025 Form 10-K 37 Table of Contents Furthermore, the law relating to liability of online service providers is currently unsettled.
Coupang, Inc. 2024 Form 10-K 12 Table of Contents We anticipate the need to add additional fulfillment and logistics capacity as our business continues to grow. We cannot assure you that we will be able to locate suitable facilities on commercially acceptable terms in accordance with our expansion plans.
Coupang, Inc. 2025 Form 10-K 14 Table of Contents We anticipate the need to add additional fulfillment and logistics capacity as our business continues to grow. We cannot assure you that we will be able to locate suitable facilities on commercially acceptable terms in accordance with our expansion plans.
Our wholly-owned subsidiary, Coupang Corp., and its Korean subsidiaries and affiliates have from time to time been, and may in the future be, subject to various Korean government mandates, policies, negotiations, and orders that extend across different areas of their businesses, including but not limited to economic taxation, price controls, labor market policies, and environmental mandates.
Coupang Corp. and its Korean subsidiaries and affiliates have from time to time been, and may in the future be, subject to various Korean government mandates, policies, negotiations, and orders that extend across different areas of their businesses, including but not limited to economic taxation, price controls, labor market policies, and environmental mandates.
We face risks with respect to fraudulent activities on our apps or websites and periodically receive complaints from customers who assert they have not received the goods they purchased or that goods they received were fraudulent, from merchants who may not have received payment for goods that were purchased, or from manufacturers or others who assert that their intellectual property is being infringed.
We face risks with respect to fraudulent activities on our apps or websites and periodically receive complaints from customers who assert they have not received the goods they purchased or that goods they received were fraudulent, from merchants who may not have received payment for goods that were purchased, or from manufacturers or others who assert that their intellectual property is being infringed by products or services we offer.
We strive to take the necessary technological and managerial measures to comply with PIPA, including the implementation of privacy policies concerning the collection, use, and disclosure of subscriber data on our apps and websites, and we regularly review and update our policies and practices.
We strive to take the necessary technological and managerial measures to comply with applicable laws, including the implementation of privacy policies concerning the collection, use, and disclosure of subscriber data on our apps and websites, and we regularly review and update our policies and practices.
Coupang, Inc. 2024 Form 10-K 27 Table of Contents Our business may be adversely affected by developments that negatively impact the Korean economy and uncertainties in economic conditions that impact spending patterns of our customers in Korea. We have historically generated a substantial majority of our revenue from sales in Korea.
Coupang, Inc. 2025 Form 10-K 29 Table of Contents Our business may be adversely affected by developments that negatively impact the Korean economy and uncertainties in economic conditions that impact spending patterns of our customers in Korea. We have historically generated a substantial majority of our revenue from sales in Korea.
If we are unable to timely adapt to changing norms and requirements around maintaining a safe workplace, it could cause employee illness, accidents, worker discontent, and negative publicity related to workforce safety, as well as potentially significant costs, criminal or civil penalties, or disruptive government orders or requirements.
If we are unable to comply with these obligations and timely adapt to changing norms and requirements around maintaining a safe workplace, it could cause employee illness, accidents, worker discontent, and negative publicity related to workforce safety, as well as potentially significant costs, criminal or civil penalties, or disruptive government orders or requirements.
Coupang, Inc. 2024 Form 10-K 17 Table of Contents Acquisitions, strategic investments, partnerships, or alliances could be difficult to identify, pose integration challenges, divert the attention of management, disrupt our business, dilute stockholder value, and materially and adversely affect our business, financial condition, and results of operations.
Coupang, Inc. 2025 Form 10-K 20 Table of Contents Acquisitions, strategic investments, partnerships, or alliances could be difficult to identify, pose integration challenges, divert the attention of management, disrupt our business, dilute stockholder value, and materially and adversely affect our business, financial condition, and results of operations.
If we do not expand and operate our fulfillment and logistics infrastructure successfully and efficiently, or there are delays in the expansion of our fulfillment and logistics operations, we could experience excess or insufficient fulfillment and logistics capacity in one or more locations, an increase in costs or impairment charges, or other adverse impacts.
If we do not expand and operate our fulfillment and logistics infrastructure successfully and efficiently, or there are delays in the expansion of our fulfillment and logistics operations (including next-day delivery), we could experience excess or insufficient fulfillment and logistics capacity in one or more locations, an increase in costs or impairment charges, or other adverse impacts.
Our efforts to grow our business may cost more than we expect, and we may not be able to increase our revenue enough to offset our increased operating expenses or to achieve and, if achieved, maintain profitability in future periods.
Our efforts to grow our business may cost more than we expect, and we may not be able to increase our revenue enough to offset our increased operating expenses or maintain profitability in future periods.
Coupang Pay, our digital financial services offering, provides our customers with convenient payment processing. These services are critical to our business. We rely on the convenience and ease of use that Coupang Pay provides to our customers and merchants.
Pay, our digital financial services offering, provides our customers with convenient payment processing in Korea. These services are critical to our business. We rely on the convenience and ease of use that Pay provides to our customers and merchants.
Despite these efforts to comply with PIPA, these rules are complex and evolving, subject to interpretation by government regulators which may change over time and therefore we are subject to the risk of claims by regulators of failure to comply with PIPA.
Despite these efforts to comply with applicable laws, these rules are complex and evolving, subject to interpretation by government regulators which may change over time and therefore we are subject to the risk of claims by regulators of failure to comply.
As a result of our evolving industry and business model, our future results are uncertain and subject to a number of Coupang, Inc. 2024 Form 10-K 15 Table of Contents risks and uncertainties, including our ability to plan for and model future growth, expand our business in existing geographies, and enter new geographies.
As a result of our evolving industry and business model, our future results are uncertain and subject to a number of Coupang, Inc. 2025 Form 10-K 17 Table of Contents risks and uncertainties, including our ability to plan for and model future growth, expand our business in existing geographies, and enter new geographies.
We are currently party to litigation or disputes related to Coupang, Inc. 2024 Form 10-K 36 Table of Contents intellectual property rights of third parties, and we expect we will continue to be subject to such litigation, disputes, and investigations in the future, some of which may be material.
We are currently party to litigation or disputes related to Coupang, Inc. 2025 Form 10-K 38 Table of Contents intellectual property rights of third parties, and we expect we will continue to be subject to such litigation, disputes, and investigations in the future, some of which may be material.
Risks Related to Ownership of Our Class A Common Stock The dual class structure of our common stock has the effect of concentrating voting control with Bom Kim, who beneficially owns all of our Class B common stock representing in the aggregate 74.4% of the voting power of our capital stock as of December 31, 2024.
Risks Related to Ownership of Our Class A Common Stock The dual class structure of our common stock has the effect of concentrating voting control with Bom Kim, who beneficially owns all of our Class B common stock representing in the aggregate 74.1% of the voting power of our capital stock as of December 31, 2025.
Failure to comply with PIPA in any manner may subject these persons responsible to personal liability for not obtaining such consent in an appropriate manner or for such breaches, including even negligent breaches, and violators face varying penalties ranging from monetary penalties to imprisonment.
Failure to comply with PIPA in any manner may subject the individuals responsible to personal liability for not obtaining such consent in an appropriate manner or for such breaches, including even negligent breaches, and violators face varying penalties ranging from monetary penalties to imprisonment.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeCybersecurity threats continue to increase, and as set out in our risk factors our services may be affected by cybersecurity and data security incidents, which could be material to the Company. See “Item 1A. Risk Factors” in this Form 10-K for additional discussion on the risks of future cyber incidents to our results of operations and financial condition.
Biggest changeRisk Factors” in this Form 10-K for additional discussion on the risks of future cyber incidents to our results of operations and financial condition.
We seek to identify and manage risks from cyber threat intelligence and lessons learned from known cyber incidents with our cyber risk management process and include these within our cyber risk strategy through major information security and technology enhancements and projects.
We seek to identify and manage risks from cyber threat intelligence and lessons learned from known cybersecurity incidents with our cyber risk management process and include these within our cyber risk strategy through major information security and technology enhancements and projects.
In addition to full-time employees, external consultancy services provide us with certain information security services and specialized advice. We conduct annual assessments by certified external third-party assessors as part of our industry-recognized information security certifications, ISO 27001, 27017, 27701, and ISMS-P. We periodically have external third-party consultants conduct maturity assessments of our Information Security program.
In addition to full-time employees, external consultancy services provide us with certain information security services, as described below, and specialized advice. We conduct annual assessments by certified external third-party assessors as part of our industry-recognized certifications, ISO 27001, 27017, 27701, and ISMS-P. We periodically have external third-party consultants conduct maturity assessments of our information security program.
The CISO is updated on cybersecurity threats from experienced information security officers in our security organization on an ongoing basis and in conjunction with management, regularly reviews risk management measures implemented by the Company to identify and mitigate data protection and cybersecurity risks. Supporting the CISO, is the dedicated information security team, which comprises almost 200 individuals.
The CISO is updated on cybersecurity threats from experienced information security officers in our security organization on an ongoing basis and in conjunction with management, regularly reviews risk management measures implemented by the Company to identify and mitigate data protection and cybersecurity risks. Supporting the CISO, is the dedicated information security team, which comprises over 200 individuals.
We also have a program of Cyber Tabletop exercises, run periodically, with key people in our business, to further enhance our capabilities to respond and recover to a cyber incident. The Coupang executive leadership team provides oversight and guidance on cyber policies, procedures, and strategies.
We also have a program of Cyber Tabletop exercises, run periodically, with key people in our business, to further enhance our capabilities to respond to and recover from a cybersecurity incident. The Coupang executive leadership team provides oversight and guidance on cyber policies, procedures, and strategies.
Item 1C. Cybersecurity Coupang has a cyber risk management framework designed to identify, assess, and manage cyber related risks. Cyber related risks are identified through self-identification, audits, assessments, and incidents. Our vulnerability scanning process uses both automated tools and penetration testing to identify vulnerabilities within our environment .
Item 1C. Cybersecurity Coupang has a cyber risk management framework designed to identify, assess, and manage cyber related risks. Cyber related risks are identified through regular vulnerability scans, audits, assessments, and incidents. Our vulnerability scanning process uses both automated tools and penetration testing to identify vulnerabilities within our environment .
In addition to the full Board, the Audit Committee of the Board plays an important role in the oversight of our enterprise risk assessment and management activities, which identify key risks to our business, including risks related to cybersecurity, data privacy, and regulations, and assesses any steps taken to monitor and control such risk.
In addition to the full Board, the Audit Committee of the Board plays an important role in the oversight of our enterprise risk assessment and management activities, which identify key risks to our business, including risks related to cybersecurity, data privacy, and regulations, and assesses the Company’s strategy to monitor and control such risks.
We seek to identify, manage and reduce the risks and potential vulnerabilities by integrating controls and solutions into information security and technology projects based on severity and priority.
We seek to identify, manage, and reduce the risks and potential vulnerabilities by integrating controls and solutions into information security and technology projects based on severity and priority of the risk or vulnerability.
The Audit Committee regularly meets with the CISO to discuss various cybersecurity matters including cyber strategy, cybersecurity risks, controls, including results of audits, mitigation strategies, areas of emerging risks, incidents, if any, and industry trends.
The Audit Committee regularly meets with the CISO to discuss various cybersecurity matters including cyber strategy, cybersecurity risks, controls, results of audits, mitigation strategies, areas of emerging risks, incidents, if any, and industry trends. The Audit Committee provides periodic reports to the full Board regarding cybersecurity matters.
The Chief Information Security Officer (“CISO”), who has extensive cybersecurity knowledge and skills gained from over 15 years of work experience at the Company and elsewhere, leads our global information security organization responsible for overseeing the Coupang information security program. The CISO regularly reviews our cyber strategy with technology leadership in order to integrate the cyber strategy across the organization.
The Chief Information Security Officer (“CISO”), who has extensive cybersecurity knowledge and skills gained from over 15 years of work experience at the Company and elsewhere, leads our global information security organization responsible for implementing the Coupang information security program.
Removed
As of the date of this 10-K, risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected us, including our business strategy, results of operations or financial condition.
Added
The CISO regularly reviews our cyber strategy, in collaboration with technology leadership, in order to integrate the cyber strategy across the organization.
Added
Notwithstanding the measures we have put in place, on November 18, 2025, Coupang Corp. became aware of a data incident involving unauthorized access to customer accounts by a former employee (the “Incident”).
Added
Upon discovery, Coupang activated its incident response processes, disabled the method used by the former employee to gain unauthorized access, reported the Incident to the relevant Korean regulatory and law enforcement authorities, warned customers whose data was potentially accessed, and notified the full Board.
Added
The Incident involved a former employee who obtained the name, phone number, delivery address, and email address associated with approximately 33 million customer accounts. (None of our customers’ banking or financial information, payment card data, login credentials, or government-issued IDs were obtained or otherwise compromised in the Incident).
Added
As part of the investigation, this former employee was identified and turned over all known devices used in the Incident. Further, the investigation indicates that the former employee only saved limited data from approximately 3,000 customer accounts, and such saved customer data was deleted without having been shared with a third party or otherwise publicly disclosed.
Added
Coupang Corp. announced a customer compensation program to issue approximately $1.2 billion worth of vouchers to customers who were notified of the Incident at the end of November 2025 that may be applied towards future Coupang purchases. We may also incur additional expenses including from remediation, regulatory penalties, and litigation.
Added
Coupang, Inc. 2025 Form 10-K 44 Table of Contents In response to the Incident, putative securities class actions and a derivative lawsuit were filed on behalf of certain persons who purchased or acquired shares of Coupang Class A common stock. For additional information, see Item 1A.
Added
“Risk Factors” and Note 14 — "Commitments and Contingencies" to the consolidated financial statements included in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K.
Added
Our operations were not materially disrupted due to the Incident, however we remain subject to various risks due to the Incident, including potentially material financial losses resulting from the potential loss of revenue and potential higher expenses, including from remediation, regulatory penalties, and litigation.
Added
We believe that the Incident has increased and will further increase the Korean government’s focus on our business and could result in additional inquiries, enforcement actions, and litigation. We may again in the future be affected by cybersecurity and data security incidents, and such incidents could be material to the Company. See “Item 1A.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties We lease our principal executive office in Seattle, Washington and additional office space in Korea, the United States, Europe, and throughout Asia. We lease or own over 67 million square feet of fulfillment and logistics space throughout Korea, as well as other parts of Asia and the United States.
Biggest changeItem 2. Properties We lease our principal executive office in Seattle, Washington and additional office space in Korea, the United States, Europe, and throughout Asia. We lease or own over 78 million square feet of fulfillment, logistics, and other operating spaces throughout Korea and Taiwan, as well as other parts of Asia and the United States.
We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations. Coupang, Inc. 2024 Form 10-K 42 Table of Contents
We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe results of any current or future claims, litigation, governmental audits, inspections, or investigations cannot be predicted with certainty. Regardless of the outcome, these claims, proceedings and investigations could have an adverse impact on us because of defense and settlement costs, diversion of management resources, harm to our brand and reputation, and other factors.
Biggest changeRegardless of the outcome, these claims, proceedings, investigations, and other proceedings could have an adverse impact on us due to defense and settlement costs, diversion of management and other resources, harm to our brand and reputation, and other factors.
We have received, and may in the future continue to receive, claims, litigation, governmental audits, inspections, and investigations relating to issues such as employment and labor, worker classification and assignment, worker pay, hours and benefits, labor relations including union and collective bargaining issues, employment authorization and immigration, health and safety, workplace harassment, workplace sexual harassment, intellectual property (including patent, trademark, and copyright), product safety, personal injury, privacy, information security, tax compliance, import/export regulations, foreign exchange regulations, licenses and permits, food safety, medical products, drugs and devices, financial services, antitrust and fair trade matters, consumer protection, and environmental issues.
We have received, and may in the future continue to receive, claims, litigation, governmental audits, inspections, and investigations relating to issues such as employment and labor, severance policies, worker classification and assignment, worker pay, hours and benefits, labor relations including union and collective bargaining issues, employment authorization and immigration, health and safety, workplace harassment, workplace sexual harassment, intellectual property (including patent, trademark, and copyright), product safety, personal injury, privacy, information security, accounting procedures, tax compliance, import/export regulations, foreign exchange regulations, licenses and permits, food safety, medical products, drugs and devices, financial services, antitrust and fair trade matters, consumer protection, and environmental issues.
The most significant of our current legal proceedings are described in Note 14 — "Commitments and Contingencies", in Part II, Item 8 - “Financial Statements and Supplementary Data”, and risks relating to legal matters are described elsewhere in this Form 10-K, see “Item 1A. Risk Factors.” Item 4. Mine Safety Disclosures Not applicable.
The most significant of our current legal proceedings are described in Note 14 — "Commitments and Contingencies", in Part II, Item 8. “Financial Statements and Supplementary Data.” Risks relating to legal matters are described in Item 1A. “Risk Factors” in this Form 10-K. Item 4. Mine Safety Disclosures Not applicable.
Coupang, Inc. 2024 Form 10-K 43 Table of Contents PART II
Coupang, Inc. 2025 Form 10-K 45 Table of Contents PART II
Added
The results of any current or future legal proceedings, claims, litigation, governmental audits, inspections, investigations, or other proceedings cannot be predicted with certainty.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 43 PART II Item 5 . Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities 44 Item 6 . [Reserved] 44 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 45 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 58 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 45 PART II Item 5 . Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 46 Item 6 . [Reserved] 46 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 47 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 61 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAny future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions, and other factors our board of directors may deem relevant.
Biggest changeAny future determination to declare cash dividends will be made at the discretion of our Board of Directors, subject to applicable laws and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions, and other factors our Board of Directors may deem relevant. Please see Part I, Item 1A.
Holders of Common Stock As of February 20, 2025, there were 27 holders of record of our Class A common stock and one holder of record of our Class B common stock.
Holders of Common Stock As of February 19, 2026, there were 24 holders of record of our Class A common stock and two holders of record of our Class B common stock.
Removed
Issuer Purchases of Equity Securities and Sales of Unregistered Equity Securities Issuer Purchases of Equity Securities None. Sales of Unregistered Equity Securities None.
Added
"Risk Factors" in this Form 10-K for additional discussion on the risks associated with paying dividends from our subsidiaries.
Added
Issuer Purchases of Equity Securities and Sales of Unregistered Equity Securities Issuer Purchases of Equity Securities The following table summarizes our stock repurchases for the three months ended December 31, 2025: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions) (1) October 1 – October 31, 2025 — $ — — $ 919 November 1 – November 30, 2025 3,624,020 $ 27.79 3,624,020 $ 819 December 1 – December 31, 2025 2,310,575 $ 26.95 2,310,575 $ 757 Total 5,934,595 5,934,595 (1) On May 6, 2025, we announced that our Board of Directors authorized a stock repurchase program for up to $1 billion of our outstanding shares of Class A common stock.
Added
We may repurchase shares of Class A common stock from time to time through open market purchases, in privately negotiated transactions, or by other means in accordance with applicable securities laws and other restrictions. The program has no expiration date, and we are not obligated to repurchase any portion of our total authorization. Sales of Unregistered Equity Securities None.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

78 edited+46 added−35 removed43 unchanged
Biggest changeCoupang, Inc. 2024 Form 10-K 51 Table of Contents Reconciliation of GAAP to Non-GAAP Measures Free Cash Flow (in millions) 2024 2023 Net cash provided by operating activities $ 1,886 $ 2,652 Adjustments: Purchases of land and buildings (245) (374) Purchases of equipment (634) (522) Total purchases of property and equipment $ (879) $ (896) Proceeds from sale of property and equipment 9 19 Total adjustments $ (870) $ (877) Free cash flow $ 1,016 $ 1,775 Net cash used in investing activities $ (819) $ (927) Net cash (used in) provided by financing activities $ (69) $ 199 Adjusted EBITDA and Adjusted EBITDA Margin (in millions) 2024 2023 Total net revenues $ 30,268 $ 24,383 Net income 66 1,360 Net income margin 0.2 % 5.6 % Adjustments: Depreciation and amortization 433 275 Interest expense 140 48 Interest income (216) (178) Income tax expense (benefit) 407 (776) Other expense, net 39 19 Acquisition and restructuring related costs 127 — KFTC administrative fine 121 — FC Fire insurance gain (175) — Equity-based compensation 433 326 Adjusted EBITDA $ 1,375 $ 1,074 Adjusted EBITDA margin 4.5 % 4.4 % Constant Currency Revenue and Constant Currency Revenue Growth 2024 2023 Year over Year Growth (in millions) As Reported Exchange Rate Effect Constant Currency Basis As Reported As Reported Constant Currency Basis Consolidated Net retail sales $ 23,866 $ 1,039 $ 24,905 $ 21,223 12 % 17 % Net other revenue 6,402 245 6,647 3,160 103 % 110 % Total net revenues $ 30,268 $ 1,284 $ 31,552 $ 24,383 24 % 29 % Net Revenues by Segment Product Commerce $ 26,699 $ 1,197 $ 27,896 $ 23,594 13 % 18 % Developing Offerings 3,569 85 3,654 789 352 % 363 % Total net revenues $ 30,268 $ 1,284 $ 31,552 $ 24,383 24 % 29 % Certain amounts may not foot due to rounding.
Biggest changeCoupang, Inc. 2025 Form 10-K 54 Table of Contents Reconciliation of GAAP to Non-GAAP Measures Free Cash Flow (in millions) 2025 2024 Net cash provided by operating activities $ 1,773 $ 1,886 Adjustments: Purchases of land and buildings (236) (245) Purchases of equipment (1,015) (634) Total purchases of property and equipment $ (1,251) $ (879) Proceeds from sale of property and equipment 5 9 Total adjustments $ (1,246) $ (870) Free cash flow $ 527 $ 1,016 Net cash used in investing activities $ (1,254) $ (819) Net cash used in financing activities $ (247) $ (69) Adjusted EBITDA and Adjusted EBITDA Margin (in millions) 2025 2024 Total net revenues $ 34,534 $ 30,268 Net income 214 66 Net income margin 0.6 % 0.2 % Adjustments: Depreciation and amortization 517 433 Interest expense 86 140 Interest income (199) (216) Income tax expense 383 407 Other (income) expense, net (11) 39 Acquisition and restructuring related costs, net 25 127 KFTC administrative fine — 121 FC Fire insurance gain — (175) Equity-based compensation 475 433 Adjusted EBITDA $ 1,490 $ 1,375 Adjusted EBITDA margin 4.3 % 4.5 % Total Net Revenues, Constant Currency and Total Net Revenues Growth, Constant Currency 2025 2024 Year over Year Growth (in millions) As Reported Exchange Rate Effect Constant Currency Basis As Reported As Reported Constant Currency Basis Consolidated Net retail sales $ 26,312 $ 997 $ 27,309 $ 23,866 10 % 14 % Net other revenue 8,222 303 8,525 6,402 28 % 33 % Total net revenues $ 34,534 $ 1,300 $ 35,834 $ 30,268 14 % 18 % Net Revenues by Segment Product Commerce $ 29,592 $ 1,252 $ 30,844 $ 26,699 11 % 16 % Developing Offerings 4,942 48 4,990 3,569 38 % 40 % Total net revenues $ 34,534 $ 1,300 $ 35,834 $ 30,268 14 % 18 % Certain amounts may not foot due to rounding.
Adjusted EBITDA • Net income (loss), excluding the effects of: - depreciation and amortization, - interest expense, - interest income, - other income (expense), net, - income tax expense (benefit), - equity-based compensation, - impairments, and - other items not reflective of our ongoing operations. • Provides information to management to evaluate and assess our performance and allocate internal resources. • We believe Adjusted EBITDA and Adjusted EBITDA Margin are frequently used by investors and other interested parties in evaluating companies in the retail industry for period-to-period comparisons as they remove the impact of certain items that are not representative of our ongoing business, such as material non-cash items, acquisition-related transaction and restructuring costs, significant costs related to certain non-ordinary course legal and regulatory matters, and certain variable charges.
Adjusted EBITDA • Net income (loss), excluding the effects of: - depreciation and amortization, - interest expense, - interest income, - other income (expense), net, - income tax expense (benefit), - equity-based compensation, - acquisition and restructuring related costs, - impairments, and - other items not reflective of our ongoing operations. • Provides information to management to evaluate and assess our performance and allocate internal resources. • We believe Adjusted EBITDA and Adjusted EBITDA Margin are frequently used by investors and other interested parties in evaluating companies in the retail industry for period-to-period comparisons as they remove the impact of certain items that are not representative of our ongoing business, such as material non-cash items, acquisition-related transaction and restructuring costs, significant costs related to certain non-ordinary course legal and regulatory matters, and certain variable charges.
Constant Currency Revenue • Constant currency information compares results between periods as if exchange rates had remained constant. • We define constant currency revenue as total revenue excluding the effect of foreign exchange rate movements, and use it to determine the constant currency revenue growth on a comparative basis. • Constant currency revenue is calculated by translating current period revenues using the prior period exchange rate. • The effect of currency exchange rates on our business is an important factor in understanding period-to-period comparisons.
Total Net Revenues, Constant Currency • Constant currency information compares results between periods as if exchange rates had remained constant. • We define total net revenues, constant currency as total revenue excluding the effect of foreign exchange rate movements, and use it to determine the total net revenues growth, constant currency on a comparative basis. • Total net revenues, constant currency is calculated by translating current period total net revenues using the prior period exchange rate. • The effect of currency exchange rates on our business is an important factor in understanding period-to-period comparisons.
Although we believe that the estimates we use are reasonable, given the inherent uncertainty involved in making those estimates, and due to the unforeseen effects of the current global macroeconomic environment, those estimates required increased judgment, and actual results reported in future periods could differ materially from those estimates and assumptions.
Although we believe that the estimates we use are reasonable, given the inherent uncertainty involved in making those estimates, and due to the unforeseen effects including those of the current global macroeconomic environment, those estimates required increased judgment and actual results reported in future periods could differ materially from those estimates and assumptions.
Product Commerce Active Customers As of the last date of each reported period, we determine our number of Product Commerce Active Customers by counting the total number of individual customers who have ordered at least once directly from our Product Commerce apps or websites during the relevant period.
As of the last date of each quarterly reported period, we determine our number of Product Commerce Active Customers by counting the total number of individual customers who have ordered at least once directly from our Product Commerce apps or websites during the relevant quarterly period.
Net other revenue includes revenue from commissions earned from merchants that sell their products through our apps or websites. We are not the merchant of record in these transactions, nor do we take possession of the related inventory.
Net other revenue includes revenue from commissions from merchants that sell their products through our apps or websites. We are not the merchant of record in these transactions, nor do we take possession of the related inventory.
These agreements may require that we provide for collateral equal to or greater than the amount borrowed under the arrangement. As we continue to build or purchase additional fulfillment centers, we expect our borrowings under debt financing arrangements to continue to increase.
These agreements may require that we provide collateral equal to or greater than the amount borrowed under the arrangement. As we continue to build or purchase additional fulfillment centers, we expect our borrowings under debt financing arrangements to continue to increase.
See Note 1 — "Description of Business and Summary of Significant Accounting Policies" to our consolidated financial statements appearing elsewhere in in Part II, Item 8 of this Form 10-K for a description of our significant accounting policies.
See Note 1 — "Description of Business and Summary of Significant Accounting Policies" to our consolidated financial statements appearing in Part II, Item 8 of this Form 10-K for a description of our significant accounting policies.
Coupang’s mission is to revolutionize the everyday lives of its customers and create a world where people wonder, “How did I ever live without Coupang?” We believe that we are a preeminent retail destination because of our broad selection, low prices, and exceptional delivery and customer experience across our owned inventory selection as well as products offered by third-party merchants, in Korea.
Coupang’s mission is to revolutionize the everyday lives of its customers and create a world where people wonder, “How did I ever live without Coupang?” We believe that we are a preeminent retail destination because of our broad selection, low prices, and exceptional delivery and customer experience across our owned inventory selection as well as products offered by third-party merchants.
Net other revenue also includes consideration from online restaurant ordering and delivery services performed by us, as well as advertising services provided on our apps or websites. We also earn subscription revenue from memberships to our Rocket WOW membership program, which is also included in net other revenue.
Net other revenue also includes consideration from online restaurant ordering and delivery services performed by us, as well as advertising services provided on our apps or websites. We also earn subscription revenue from memberships to our WOW membership program s , which is also included in net other revenue.
As of December 31, 2024 and 2023, we determined the salary growth rates for the severance benefit plan used in determining the projected and accumulated benefit obligations to be 5.00% to 7.00%. In estimating these rates, we review our historical and expected rates as well as industry growth rates.
As of December 31, 2025 and 2024, we determined the salary growth rates for the severance benefit plan used in determining the projected and accumulated benefit obligations to be 5.00% to 7.00%. In estimating these rates, we review our historical and expected rates as well as industry growth rates.
We are insured on property losses from the FC Fire, and while the insurer continues assessment of the total potential loss coverage on the claim, during the fourth quarter of 2024 we agreed to a settlement on a portion of the claim and now deem the recovery of insurance proceeds under the policy as probable.
We are insured on property losses from the FC Fire, and while the insurer continues assessment of the total potential loss coverage on the claim, during the fourth quarter of 2024 we agreed to a settlement on a portion of the claim and deemed the recovery of insurance proceeds under the policy as probable.
Management believes that the assumptions utilized to record its obligations under its plans are reasonable based on the plans’ experience and advice received from its outside actuaries. We review the severance benefit plan assumptions annually and modify the assumptions based on current rates and trends as appropriate.
We believe that the assumptions utilized to record its obligations under its plans are reasonable based on the plans’ experience and advice received from its outside actuaries. We review the severance benefit plan assumptions annually and modify the assumptions based on current rates and trends as appropriate.
Coupang, Inc. 2024 Form 10-K 52 Table of Contents Liquidity and Capital Resources Liquidity Liquidity is a measure of our ability to access sufficient cash flows to meet the short-term and long-term cash requirements of our business operations. Our primary sources of liquidity are cash on hand, supplemented through various debt financing arrangements and sales of our equity securities.
Coupang, Inc. 2025 Form 10-K 55 Table of Contents Liquidity and Capital Resources Liquidity Liquidity is a measure of our ability to access sufficient cash flows to meet the short-term and long-term cash requirements of our business operations. Our primary sources of liquidity are cash on hand, supplemented through various debt financing arrangements and sales of our equity securities.
In estimating these rates, we review rates of return on high-quality corporate bond indices, which approximate the timing and amount of benefit payments. Assuming all other defined benefit plan assumptions remain constant, a one percentage point decrease in the discount rates would result in an immaterial change in benefit plan expense during 2025.
In estimating these rates, we review rates of return on high-quality corporate bond indices, which approximate the timing and amount of benefit payments. Assuming all other defined benefit plan assumptions remain constant, a one percentage point increase or decrease in the discount rates would result in an immaterial change in benefit plan expense during 2026.
For example, our business generates sales predominantly in Korean Won (“KRW”), which are favorably affected as the USD weakens relative to the KRW, and unfavorably affected as the USD strengthens relative to the KRW. • We use constant currency revenue and constant currency revenue growth for financial and operational decision-making and as a means to evaluate comparisons between periods.
For example, our business generates sales predominantly in Korean Won (“KRW”), which are favorably affected as the USD weakens relative to the KRW, and unfavorably affected as the USD strengthens relative to the KRW. • We use total net revenues, constant currency and total net revenues growth, constant currency for financial and operational decision-making and as a means to evaluate comparisons between periods.
Headquartered in the United States, Coupang has operations and support services in geographies including South Korea, Taiwan, Singapore, China, India and Europe.
Headquartered in the United States, Coupang has operations and support services in geographies including Korea, Taiwan, Singapore, China, India, Japan, and Europe.
Developing Offerings includes more nascent offerings and services, including Coupang Eats, our restaurant ordering and delivery service in Korea, Coupang Play, our online content streaming service in Korea, fintech, our retail operations in Taiwan, as well as advertising products associated with these offerings, and also includes Farfetch, our newly acquired global luxury fashion marketplace.
Developing Offerings includes more nascent offerings and services, including Eats (our restaurant ordering and delivery service), Play (our online content streaming service), fintech, our retail operations in Taiwan, as well as advertising products associated with these offerings. Developing Offerings also includes Farfetch (our global luxury fashion marketplace).
Segment Information Our segments reflect the way we evaluate our business performance and manage operations. See Note 3 — "Segment Reporting" to the consolidated financial statements included elsewhere in Part II, Item 8 of this Annual Report on Form 10-K.
Segment Information Our segments reflect the way we evaluate our business performance and manage operations. See Note 3 — "Segment Reporting" to the consolidated financial statements included in Part II, Item 8 of this Form 10-K.
Constant Currency Revenue Growth • Constant currency revenue growth (as a percentage) is calculated by determining the increase in current period revenue over prior period revenue, where current period foreign currency revenue is translated using prior period exchange rates.
Total Net Revenues Growth, Constant Currency • Total net revenues growth, constant currency (as a percentage) is calculated by determining the increase in current period revenue over prior period revenue, where current period foreign currency revenue is translated using prior period exchange rates.
Revenues from Product Commerce are derived primarily from online product sales of owned inventory to customers in Korea, commissions, logistics and fulfillment fees earned from merchants that sell products through our mobile application and website, and from Rocket WOW membership.
Revenues from Product Commerce are derived primarily from online product sales of owned inventory to customers in Korea, commissions and logistics and fulfillment fees from merchants that sell products through our mobile application and website, and from our Korean retail WOW membership program.
(2) Non-meaningful. A discussion regarding our financial condition and results of operations for 2023 compared to 2022 can be found under Part II, Item 7 — “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for 2023.
A discussion regarding our financial condition and results of operations for 2024 compared to 2023 can be found under Part II, Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for 2024.
We may incur losses in the future. We expect that our investment into our growth strategy will continue to be significant, particularly with respect to our Developing Offerings segment, which will continue to focus on our newer offerings and entrance into new geographies, as well as overall expansion of our fulfillment, logistics, and technology capabilities.
We expect that our investment into our growth strategy will continue to be significant, particularly with respect to our Developing Offerings segment, which will continue to focus on our newer offerings and entrance into new geographies, as well as overall expansion of our fulfillment, logistics, and technology capabilities.
Additionally, we have: • operating leases that have not commenced with future minimum lease payments of $215 million with non-cancellable lease terms of 2 to 10 years; • expected defined severance benefits to be paid of $981 million; and • open purchase orders for inventories that are primarily due in the next twelve months, and are generally cancellable, in full or in part, through the contractual provisions.
Additionally, we have: • operating leases that have not commenced with future minimum lease payments of $689 million with non-cancellable lease terms of 1 to 10 years; • expected defined severance benefits to be paid of $1 billion; and • open purchase orders for inventories that are primarily due in the next 12 months, and are generally cancellable, in full or in part, through the contractual provisions.
As of December 31, 2024, we determined the discount rates for the severance benefit plan used in determining the projected and accumulated benefit obligations to be 3.50% to 3.90%, as compared to 4.30% to 4.80% as of December 31, 2023.
As of December 31, 2025, we determined the discount rates for the severance benefit plan used in determining the projected and accumulated benefit obligations to be 3.90% to 4.60%, as compared to 3.50% to 3.90% as of December 31, 2024.
This discussion, particularly information with respect to our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, includes forward-looking statements that involve risks and uncertainties as described under the heading “Special Note Regarding Forward-Looking Statements” in this Form 10-K. You should review the disclosure in Part I—Item 1A.
This discussion, particularly information with respect to our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, includes forward-looking statements that involve risks and uncertainties as described under the heading “Special Note Regarding Forward-Looking Statements” in this Form 10-K.
We also have material operating leases which expire over the next ten years as well as obligations for our debts. Total minimum contractual commitments due within the next 12 months were $1.4 billion as of December 31, 2024.
We also have material operating leases which expire over the next ten years as well as obligations for our debt. Total minimum contractual commitments due within the next 12 months were $1.3 billion as of December 31, 2025.
Segment Adjusted EBITDA Segment adjusted EBITDA is defined as income (loss) before income taxes for a period before depreciation and amortization, interest expense, interest income, income tax expense (benefit), other income (expense), net, equity-based compensation, impairments, and other items that we do not believe are reflective of our ongoing operations associated with our segments.
Segment Adjusted EBITDA is defined as income (loss) before income taxes for a period before depreciation and amortization, equity-based compensation expense, interest expense, interest income, and other income (expense), net. Segment adjusted EBITDA also excludes impairments, and other items that we do not believe are reflective of our ongoing operations.
Non-GAAP Measure Definition How We Use The Measure Free Cash Flow • Cash flow from operations Less: purchases of property and equipment, Plus: proceeds from sale of property and equipment. • Provides information to management and investors about the amount of cash generated from our ongoing operations that, after purchases and sales of property and equipment, can be used for strategic initiatives, including investing in our business and strengthening our balance sheet, including paying down debt, and paying dividends to stockholders.
Non-GAAP Measure Definition How We Use The Measure Free Cash Flow • Net cash provided by (used in) operating activities Less: purchases of property and equipment, Plus: proceeds from sale of property and equipment. • Provides information to management and investors about the amount of cash generated from our ongoing operations that, after purchases and sales of property and equipment, can be used for strategic initiatives, including investing in our business and strengthening our balance sheet, including paying down debt, repurchasing shares of our Class A common stock, and paying dividends to stockholders.
The acquisition method of accounting requires us to exercise judgment and make significant estimates and assumptions regarding the fair values of the elements of a business combination as of the date of acquisition, including the estimated fair values of identifiable tangible and intangible assets, liabilities assumed, noncontrolling interests, deferred tax asset valuation allowances, liabilities related to uncertain tax positions, and contingencies.
Coupang, Inc. 2025 Form 10-K 59 Table of Contents The acquisition method of accounting requires us to exercise judgment and make significant estimates and assumptions regarding the fair values of the elements of a business combination as of the date of acquisition, including the estimated fair values of identifiable tangible and intangible assets, liabilities assumed, noncontrolling interests, deferred tax asset valuation allowances, liabilities related to uncertain tax positions, and contingencies.
Cash paid for income taxes, net of refunds was $138 million and $110 million for the years ended December 31, 2024 and 2023, respectively. In addition to the United States tax law changes, our global operations make the tax rate sensitive to significant foreign tax law changes.
Cash paid for income taxes, net of refunds was $177 million and $138 million for the years 2025 and 2024, respectively. In addition to the United States tax law changes, our global operations make the tax rate sensitive to significant foreign tax law changes.
Pre-tax losses from Farfetch, for which we recognized no income tax benefit due to the related valuation allowances, increased the effective income tax rate by 36.9%. We expect that our effective tax rate in future periods will continue to differ significantly from the applicable statutory rate.
Pre-tax losses from loss making jurisdictions, for which we recognized no income tax benefit due to the related valuation allowances, increased the effective income tax rate by 44.2%. We expect that our effective tax rate in future periods will continue to differ significantly from the applicable statutory rate.
Recently Adopted Accounting Pronouncements See Note 1 — "Basis of Presentation and Summary of Significant Accounting Policies" to the consolidated financial statements included elsewhere in Part II, Item 8 of this Annual Report on Form 10-K. Coupang, Inc. 2024 Form 10-K 57 Table of Contents
Recently Adopted Accounting Pronouncements See Note 1 — "Basis of Presentation and Summary of Significant Accounting Policies" to the consolidated financial statements included in Part II, Item 8 of this Form 10-K. Coupang, Inc. 2025 Form 10-K 60 Table of Contents
This financing may not be available on favorable terms, or at all. Capital Resources We have entered into material unconditional purchase obligations. These contractual commitments primarily relate to technology related service contracts, fulfillment center construction contracts, and software licenses. We generally enter into term loan facility agreements to finance the construction of our fulfillment centers.
Capital Resources We have entered into material unconditional purchase obligations. These contractual commitments primarily relate to technology related service contracts, fulfillment center construction contracts, and software licenses. We generally enter into term loan facility agreements to finance the construction or purchase of our fulfillment centers.
Page Overview 45 Key Business Metrics 46 Results of Operations 47 Non-GAAP Financial Measures 51 Liquidity and Capital Resources 53 Critical Accounting Policies and Estimates 55 Recently Adopted Accounting Pronouncements 57 Overview Coupang is a technology and Fortune 200 company listed on the New York Stock Exchange (NYSE: CPNG) that provides retail, restaurant delivery, video streaming, and fintech services to customers around the world under brands that include Coupang, Coupang Eats, Coupang Play and Farfetch.
Page Overview 47 Key Business Metrics 49 Results of Operations 50 Non-GAAP Financial Measures 54 Liquidity and Capital Resources 56 Critical Accounting Estimates 58 Recently Adopted Accounting Pronouncements 60 Overview Coupang is a technology and Fortune 150 company listed on the New York Stock Exchange (NYSE: CPNG) that provides retail, restaurant delivery, video streaming, and fintech services to customers around the world under brands that include Coupang, Eats, Play, Rocket Now, and Farfetch.
A number of countries have begun to enact legislation to implement the OECD’s international tax framework, including Pillar Two global minimum tax regime. South Korea has enacted legislation to implement OECD framework including the Under-taxed Profit Rules (the “UTPR”) which may impose additional reporting and compliance obligations to our group effective from January 1, 2025.
A number of countries have begun to enact legislation to implement the OECD’s international tax framework, including Pillar Two global minimum tax regime. Korea has enacted legislation to implement OECD framework including the Under-taxed Profit Rules (the “UTPR”) which is effective from January 1, 2025.
Fulfillment Center Fire In June 2021, a fire extensively damaged our Deokpyeong fulfillment center (“FC Fire”) resulting in a loss of the inventory, building, equipment, and other assets at the site.
Coupang, Inc. 2025 Form 10-K 47 Table of Contents Fulfillment Center Fire In June 2021, a fire extensively damaged our Deokpyeong fulfillment center (“FC Fire”) resulting in a loss of the inventory, building, equipment, and other assets at the site.
Coupang, Inc. 2024 Form 10-K 55 Table of Contents Inventories We account for our inventories, which consist of products available for sale, using the weighted average cost method, and value them at the lower of cost or net realizable value.
Inventories We account for our inventories, which consist of products available for sale, using the weighted average cost method, and value them at the lower of cost or net realizable value.
We defer a portion of revenue from each originating transaction, based on the estimated standalone selling price of the loyalty reward earned, and then recognize the revenue as the loyalty reward is redeemed in a future transaction, or when they expire. The amount of the deferred revenue related to these loyalty rewards is not material.
We defer a portion of revenue from each originating transaction, based on the estimated standalone selling price of the loyalty reward earned, and then recognize the revenue as the loyalty reward is redeemed in a future transaction, or when the reward expires.
As part of this expansion to fulfill anticipated future customer demand and continuation to expand services, we plan to build new fulfillment centers. We have entered into various new construction contracts for capital projects which are expected to be completed over the next three years. These contracts have remaining capital expenditures commitments of $306 million as of December 31, 2024.
As part of this expansion to fulfill anticipated future customer demand and planned expansion of services, we plan to acquire and build new fulfillment centers. We have entered into various new construction contracts for capital projects which are expected to be completed over the next two years.
We recognized an insurance gain of $175 million in the fourth quarter of 2024, which included $116 million for the inventory loss included in “Cost of sales” and $59 million for property and equipment losses, included in “Operating, general and administrative”.
We recognized an insurance gain of $175 million in the fourth quarter of 2024, which included $116 million for the inventory loss included in “Cost of sales” and $59 million for property and equipment losses, included in “Operating, general and administrative”. Whether and to what extent additional insurance recoveries will be received is currently unknown.
Coupang, Inc. 2024 Form 10-K 45 Table of Contents Product Commerce primarily includes our core Korean retail (owned inventory) and marketplace offerings (third-party merchants) and Rocket Fresh, our fresh grocery offering, as well as advertising products associated with these offerings.
Product Commerce primarily includes our core Korean retail (owned inventory) and marketplace offerings (third-party merchants, including SMEs) and Rocket Fresh, our fresh grocery offering, as well as advertising products associated with these offerings.
We had total cash, cash equivalents and restricted cash of $6.0 billion as of December 31, 2024, the majority of which was held by our foreign subsidiaries and may not be freely transferable to the United States due to local laws or other restrictions. Additionally, we have $923 million available under our revolving credit facilities as described below.
We had total cash, cash equivalents, and restricted cash of $6.4 billion as of December 31, 2025, the majority of which was held by foreign subsidiaries and may not be freely transferable to the United States due to local laws or other restrictions.
The ability of certain subsidiaries to transfer funds or pay dividends to Coupang, Inc. is also restricted due to terms which require the subsidiaries to meet certain financial covenants, including requirements to maintain a positive net equity balance or having current period income. As of December 31, 2024 and 2023, we had stockholders’ equity of $4.1 billion.
The ability of certain subsidiaries to transfer funds or pay dividends to Coupang, Inc. is also restricted due to terms in our credit agreements which require the subsidiaries to meet certain financial covenants, including requirements to maintain a positive net equity balance or having current period income.
These valuations incorporate the following significant assumptions: • discount rates; and • salary growth rates Management believes that these assumptions are critical accounting estimates because significant changes in these assumptions could impact our results of operations and financial position.
Actuarial valuations are used in determining amounts recognized in the financial statements for our severance benefit plans. These valuations incorporate the following significant assumptions: • discount rates; and • salary growth rates. We believe that these assumptions are critical accounting estimates because significant changes in these assumptions could impact our results of operations and financial position.
The increase in operating, general and administrative expenses primarily reflects increases in technology and infrastructure costs to support our continued growth. Additionally, the acquisition of Farfetch increased operating costs by $941 million. The increase also includes the impact of the KFTC administrative fine of $121 million.
The increase in operating, general and administrative expenses primarily reflects increases in infrastructure and technology costs to support our continued growth, partially offset by the KFTC administrative fine (the “administrative fine”) of $121 million in 2024.
Key Financial and Operating Highlights: (in millions) 2024 (1) 2023 % Change Total net revenues $ 30,268 $ 24,383 24 % Total net revenues, constant currency (2) $ 31,552 $ 24,636 29 % Gross profit (3) $ 8,831 $ 6,190 43 % Net income (4) $ 66 $ 1,360 (95) % Net income margin 0.2 % 5.6 % Adjusted EBITDA (2) $ 1,375 $ 1,074 28 % Adjusted EBITDA margin (2) 4.5 % 4.4 % Net cash provided by operating activities $ 1,886 $ 2,652 (29) % Free cash flow (2) $ 1,016 $ 1,775 (43) % Segment adjusted EBITDA: Product Commerce $ 2,006 $ 1,540 30 % Developing Offerings $ (631) $ (466) 35 % (1) Includes results of operations of Farfetch from acquisition date, January 30, 2024.
Key Financial and Operating Highlights: (in millions) 2025 2024 (1) % Change Total net revenues $ 34,534 $ 30,268 14 % Total net revenues, constant currency (2) $ 35,834 $ 31,552 18 % Gross profit (3) $ 10,141 $ 8,831 15 % Net income (4) $ 214 $ 66 224 % Net income margin 0.6 % 0.2 % Adjusted EBITDA (2) $ 1,490 $ 1,375 8 % Adjusted EBITDA margin (2) 4.3 % 4.5 % Net cash provided by operating activities $ 1,773 $ 1,886 (6) % Free cash flow (2) $ 527 $ 1,016 (48) % Segment adjusted EBITDA: Product Commerce $ 2,485 $ 2,006 24 % Developing Offerings $ (995) $ (631) 58 % (1) Includes results of operations of Farfetch from acquisition date, January 30, 2024.
(4) Net income for 2024 includes $175 million of insurance gains related to the FC Fire and $121 million of costs related to the Korea Fair Trade Commission (the “KFTC”) administrative fine.
(4) Net income for 2024 includes $175 million of insurance gains related to the FC Fire and $121 million of costs related to the Korea Fair Trade Commission (the “KFTC”) administrative fine described in Note 14 — "Commitments and Contingencies" in Part II, Item 8. “Financial Statements and Supplementary Data”.
Under the acquisition method of accounting, we generally recognize the identifiable assets acquired and the liabilities assumed in an acquiree at their estimated fair values as of the date of acquisition. We measure goodwill as the excess of the fair value of consideration transferred over the net of the estimated fair values of the identifiable assets acquired and liabilities assumed.
We measure goodwill as the excess of the fair value of consideration transferred over the net of the estimated fair values of the identifiable assets acquired and liabilities assumed.
Non-GAAP measures have limitations in that they do not reflect all the amounts associated with our results of operations as determined in accordance with U.S. GAAP. These measures should only be used to evaluate our results of operations in conjunction with the corresponding U.S. GAAP measures.
Our non-GAAP financial measures should not be considered in isolation from, or as substitutes for, financial information prepared in accordance with U.S. GAAP. Non-GAAP measures have limitations in that they do not reflect all the amounts associated with our results of operations as determined in accordance with U.S. GAAP.
These losses were partially offset by improved profitability in our Coupang Eats offering. Coupang, Inc. 2024 Form 10-K 50 Table of Contents Non-GAAP Financial Measures We report our financial results in accordance with U.S. GAAP. However, management believes that certain non-GAAP financial measures provide investors with additional useful information in evaluating our performance.
Coupang, Inc. 2025 Form 10-K 53 Table of Contents Non-GAAP Financial Measures We report our financial results in accordance with U.S. GAAP. However, management believes that certain non-GAAP financial measures provide investors with additional useful information in evaluating our performance. These non-GAAP financial measures may be different than similarly titled measures used by other companies.
Coupang, Inc. 2024 Form 10-K 49 Table of Contents (in millions) 2024 2023 % Change Product Commerce $ 2,006 $ 1,540 30 % Developing Offerings (631) (466) 35 % Adjusted EBITDA (1) $ 1,375 $ 1,074 28 % (1) See “ Non-GAAP Financial Measures ” below for the reconciliation of the Non-GAAP measures with their comparable amounts prepared in accordance with U.S.
Coupang, Inc. 2025 Form 10-K 52 Table of Contents (in millions) 2025 2024 % Change Gross profit Product Commerce $ 9,466 $ 8,105 17 % Developing Offerings 675 726 (7) % Gross profit $ 10,141 $ 8,831 15 % Adjusted EBITDA Product Commerce $ 2,485 $ 2,006 24 % Developing Offerings (995) (631) 58 % Adjusted EBITDA (1) $ 1,490 $ 1,375 8 % (1) See “ Non-GAAP Financial Measures ” below for the reconciliation of the non-GAAP measures with their comparable amounts prepared in accordance with U.S.
Three Months Ended Net revenues per Product Commerce Active Customer December 31, September 30, June 30, March 31, 2024 $ 302 $ 307 $ 296 $ 302 2023 $ 302 $ 296 $ 293 $ 305 Percentage change — % 4 % 1 % (1) % Three Months Ended Product Commerce Active Customers (in millions) December 31, September 30, June 30, March 31, 2024 22.8 22.5 21.7 21.5 2023 20.8 20.2 19.4 18.6 Percentage change 10 % 11 % 12 % 16 % Coupang, Inc. 2024 Form 10-K 46 Table of Contents Net Revenues per Product Commerce Active Customer Net revenues per Product Commerce Active Customer is the total Product Commerce net revenues generated in a period divided by the total number of Product Commerce Active Customers in that period.
Coupang, Inc. 2025 Form 10-K 48 Table of Contents Key Business Metrics Three Months Ended Net revenues per Product Commerce Active Customer December 31, September 30, June 30, March 31, 2025 $ 301 $ 323 $ 307 $ 294 2025 - constant currency $ 312 $ 329 $ 315 $ 321 2024 $ 302 $ 307 $ 296 $ 302 Percentage change — % 5 % 4 % (3) % Percentage change - constant currency 3 % 7 % 6 % 6 % (in millions) Three Months Ended Product Commerce Active Customers December 31, September 30, June 30, March 31, 2025 24.6 24.7 23.9 23.4 2024 22.8 22.5 21.7 21.5 Percentage change 8 % 10 % 10 % 9 % Net Revenues per Product Commerce Active Customer and Constant Currency Net Revenues per Product Commerce Active Customer Net revenues per Product Commerce Active Customer is the total Product Commerce net revenues generated in a period divided by the total number of Product Commerce Active Customers in that period.
If we determine that our cash requirements exceed our amounts of cash on hand or if we decide to further Coupang, Inc. 2024 Form 10-K 53 Table of Contents optimize our capital structure, we may seek to issue additional debt or equity securities or obtain credit facilities or other sources of financing.
If we determine that our cash requirements exceed our amounts of cash on hand or if we decide to change our capital structure, we may seek to issue additional debt or equity securities or obtain credit facilities or other sources of financing. This financing may not be available on favorable terms, or at all.
A customer is anyone who has created an account on our apps or websites, identified by a unique email address. The change in Product Commerce Active Customers in a reported period captures both the inflow of new customers as well as the outflow of existing customers who have not made a purchase in the period.
The change in Product Commerce Active Customers in a reported period captures both the inflow of new customers who have made a purchase in the period as well as the outflow of existing customers who have not made a purchase in the period.
Results of Operations % Change (in millions) 2024 (1) 2023 2022 2024 vs 2023 2023 vs 2022 Net retail sales $ 23,866 $ 21,223 $ 18,338 12 % 16 % Net other revenue 6,402 3,160 2,245 103 % 41 % Total net revenues 30,268 24,383 20,583 24 % 18 % Cost of sales 21,437 18,193 15,873 18 % 15 % Operating, general and administrative 8,395 5,717 4,822 47 % 19 % Total operating cost and expenses 29,832 23,910 20,695 25 % 16 % Operating income (loss) 436 473 (112) (8) % NM (2) Interest income 216 178 53 21 % NM (2) Interest expense (140) (48) (27) 192 % 78 % Other expense, net (39) (19) (7) 105 % 171 % Income (loss) before income taxes 473 584 (93) (19) % NM (2) Income tax expense (benefit) 407 (776) (1) (152) % NM (2) Net income (loss) $ 66 $ 1,360 $ (92) (95) % NM (2) (1) Includes results of operations of Farfetch from acquisition date, January 30, 2024.
Coupang, Inc. 2025 Form 10-K 49 Table of Contents Results of Operations % Change (in millions) 2025 2024 (1) 2023 (1) 2025 vs 2024 2024 vs 2023 Net retail sales $ 26,312 $ 23,866 $ 21,223 10 % 12 % Net other revenue 8,222 6,402 3,160 28 % 103 % Total net revenues 34,534 30,268 24,383 14 % 24 % Cost of sales 24,393 21,437 18,193 14 % 18 % Operating, general and administrative 9,668 8,395 5,717 15 % 47 % Total operating cost and expenses 34,061 29,832 23,910 14 % 25 % Operating income 473 436 473 8 % (8) % Interest income 199 216 178 (8) % 21 % Interest expense (86) (140) (48) (39) % 192 % Other income (expense), net 11 (39) (19) (128) % 105 % Income before income taxes 597 473 584 26 % (19) % Income tax expense (benefit) 383 407 (776) (6) % (152) % Net income $ 214 $ 66 $ 1,360 224 % (95) % (1) The Farfetch acquisition date was January 30, 2024, thus results of operations for 2023 do not include Farfetch and for 2024 Farfetch results were included from the acquisition date.
GAAP, which requires us to make estimates and judgments that affect the amounts reported in those consolidated financial statements and accompanying notes. These estimates are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.
These estimates are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.
There is also a 0.4% impact due to the administrative fine. The remainder of the increase is due primarily to increased technology and infrastructure costs. Interest Expense Interest expense primarily consists of interest on our short-term borrowings and long-term debt.
Operating, general and administrative expenses as a percentage of revenue increased due to increased infrastructure and technology costs, most notably in Developing Offerings, partially offset by a 0.4% impact from the administrative fine in 2024. Interest Expense Interest expense primarily consists of interest on our short-term borrowings and long-term debt.
Defined Severance Benefits We have severance benefits primarily related to employees in Korea. See Part II, Item 8 “Financial Statements and Supplementary Data” — Note 5 — "Defined Severance Benefits" to the consolidated financial statements. Actuarial valuations are used in determining amounts recognized in the financial statements for our severance benefit plans.
Coupang, Inc. 2025 Form 10-K 58 Table of Contents Defined Severance Benefits We have severance benefits primarily related to employees in Korea. See Part II, Item 8. “Financial Statements and Supplementary Data” — Note 5 — "Defined Severance Benefits" to the consolidated financial statements.
Assuming all other defined benefit plan assumptions remain Coupang, Inc. 2024 Form 10-K 56 Table of Contents constant, a one percentage point decrease in the salary growth rates would result in an immaterial change in benefit plan expense during 2025. Business Combinations In January 2024, the Farfetch Acquisition was completed.
Assuming all other defined benefit plan assumptions remain constant, a one percentage point increase or decrease in the salary growth rates would result in an immaterial change in benefit plan expense during 2026.
Cost of Sales Cost of sales primarily consists of the purchase price of products sold directly to customers where we record revenue gross, and includes logistics costs. Inbound shipping and handling costs to receive products from suppliers are included in inventory and recognized in cost of sales as products are sold.
Inbound shipping and handling costs to receive products from suppliers are included in inventory and recognized in cost of sales as products are sold. Additionally, cost of sales includes outbound shipping and logistics related expenses, delivery costs from our restaurant delivery business, and depreciation and amortization expense.
Coupang, Inc. 2024 Form 10-K 47 Table of Contents % Change (in millions) 2024 2023 As Reported Constant Currency Net retail sales $ 23,866 $ 21,223 12 % 17 % Net other revenue 6,402 3,160 103 % 110 % Total net revenues $ 30,268 $ 24,383 24 % 29 % Net retail sales represent the majority of our total net revenues which we earn from online product sales of our owned inventory to customers.
The amount of the deferred revenue related to these loyalty rewards is not material. % Change (in millions) 2025 2024 As Reported Constant Currency Net retail sales $ 26,312 $ 23,866 10 % 14 % Net other revenue 8,222 6,402 28 % 33 % Total net revenues $ 34,534 $ 30,268 14 % 18 % Net retail sales represent the majority of our total net revenues which we earn from online product sales of our owned inventory to customers.
Revenues from Developing Offerings are primarily generated from our global luxury fashion marketplace, online restaurant ordering and delivery services in Korea and retail operations in Taiwan.
Revenues from Developing Offerings are primarily generated from Farfetch, Eats, and retail operations in Taiwan.
This minimum tax will be treated as a period cost in future years and did not impact operating results for 2024. We are continuing to monitor legislative developments and are in the process of evaluating the potential impact of Korean and other legislation on our results of future operations.
We are continuing to monitor legislative developments and are in the process of evaluating the potential impact of Korean and other legislation on our results of future operations. Segment Gross Profit and Adjusted EBITDA Segment gross profit is defined as net revenues less cost of sales attributable to each reportable segment.
We expect that our future expenditures for both infrastructure and workforce-related costs will exceed several billion dollars over the next several years.
These contracts have remaining capital expenditures commitments of $290 million as of December 31, 2025. We expect that our future expenditures for both infrastructure and workforce-related costs will exceed several billion dollars over the next several years. As of December 31, 2025, current taxes payable in Korea was approximately $245 million and is expected to be paid in 2026.
Changes in our cash flows were as follows: (in millions) 2024 2023 Change Net cash provided by operating activities $ 1,886 $ 2,652 $ (766) Net cash used in investing activities $ (819) $ (927) $ 108 Net cash (used in) provided by financing activities $ (69) $ 199 $ (268) Operating Activities (in millions) 2024 2023 Change Net income $ 66 $ 1,360 $ (1,294) Adjustments to reconcile net income to net cash provided by operating activities 1,785 354 1,431 Change in operating assets and liabilities 35 938 (903) Net cash provided by operating activities $ 1,886 $ 2,652 $ (766) The year-over-year change in operating cash flow was primarily driven by a $1.3 billion decrease in net income.
Changes in our cash flows were as follows: (in millions) 2025 2024 Change Net cash provided by operating activities $ 1,773 $ 1,886 $ (113) Net cash used in investing activities $ (1,254) $ (819) $ (435) Net cash used in financing activities $ (247) $ (69) $ (178) Operating Activities (in millions) 2025 2024 Change Net income $ 214 $ 66 $ 148 Adjustments to reconcile net income to net cash provided by operating activities 1,991 1,785 206 Change in operating assets and liabilities (432) 35 (467) Net cash provided by operating activities $ 1,773 $ 1,886 $ (113) The year-over-year change in operating cash flow was primarily driven by changes in operating assets and liabilities, including an increase in other assets of $365 million due to increases in deposits and contract assets and an increase in accounts receivable of $172 million due to higher payment gateway receipts in 2024 due to timing, partially offset by a decrease in inventory of $143 million due to the timing of inventory purchases.
Farfetch Acquisition In January 2024 we acquired the business and assets of Farfetch Holdings plc (“Farfetch”), a leading global marketplace for the luxury fashion industry. See Note 16 — "Business Combinations - Farfetch" to the consolidated financial statements included elsewhere in Part II, Item 8 of this Annual Report on Form 10-K.
Throughout 2024 and 2025, we undertook restructuring actions to reduce headcount and exit leases and licensing agreements associated with Farfetch. See Note 16 — "Business Combinations - Farfetch" to the consolidated financial statements included in Part II, Item 8 of this Form 10-K.
The following table presents our total net revenues by segment. % Change (in millions) 2024 2023 As Reported Constant Currency Product Commerce $ 26,699 $ 23,594 13 % 18 % Developing Offerings 3,569 789 352 % 363 % Total net revenues $ 30,268 $ 24,383 24 % 29 % The increase in Product Commerce net revenues is primarily due to higher net revenues per Product Commerce Active Customer in the second and third quarters of 2024, combined with continued growth in Product Commerce Active Customers, increasing 10% year-over-year.
Coupang, Inc. 2025 Form 10-K 50 Table of Contents The following table presents our total net revenues by segment. % Change (in millions) 2025 2024 As Reported Constant Currency Product Commerce $ 29,592 $ 26,699 11 % 16 % Developing Offerings 4,942 3,569 38 % 40 % Total net revenues $ 34,534 $ 30,268 14 % 18 % The increase in Product Commerce net revenues is primarily due to the growth in total net revenues per Product Commerce Active Customer ranging from 3% to 7% each quarter during 2025, excluding effects of foreign exchange rates, driven by increased customer engagement within and across more product categories.
The increase in interest income was primarily due to higher interest rates in 2024 combined with our higher average cash and cash equivalent balances. Income Taxes We are subject to income taxes predominantly in Korea, as well as in the United States and other foreign jurisdictions in which we do business.
Income Taxes (in millions) 2025 2024 Change Income tax expense $ 383 $ 407 $ (24) Effective tax rate 64.2 % 86.0 % (21.9) % We are subject to income taxes predominantly in Korea, as well as in the United States and other foreign jurisdictions in which we do business.
Refer to Note 13 — "Short-Term Borrowings and Long-Term Debt" in Part II, Item 8 — “Financial Statements and Supplementary Data” for disclosure of our debt obligations. Critical Accounting Estimates Our consolidated financial statements are prepared in conformity with U.S.
“Financial Statements and Supplementary Data” for disclosure of our debt obligations. Coupang, Inc. 2025 Form 10-K 57 Table of Contents Critical Accounting Estimates Our consolidated financial statements are prepared in conformity with U.S. GAAP, which requires us to make estimates and judgments that affect the amounts reported in those consolidated financial statements and accompanying notes.
"Risk Factors" in this Form 10-K for a discussion of important factors that could cause our actual results to differ materially from those anticipated in these forward-looking statements.
As a result of many factors, including, without limitation, those factors set forth in Part I, Item 1A. “Risk Factors” in this Form 10-K, our actual results or timing of certain events could differ materially from the results or timing described in, or implied by, these forward-looking statements.
Financing Activities The decrease was primarily driven by a $402 million increase in repayments of debt and short-term borrowings due to the timing of maturities and the repurchase of 10 million shares of our Class A common stock for $178 million, partially offset by a $285 million increase in proceeds from debt and short-term borrowings.
Cash used in Coupang, Inc. 2025 Form 10-K 56 Table of Contents financing activities was also impacted by a $2.1 billion increase in repayments of debt and short-term borrowings, offset by a $2.0 billion increase in proceeds from the issuance of debt and short-term borrowings, both of which were due to the timing of maturities.
These benefits were partially offset by a (0.7)% impact from our growth initiatives in developing offerings. Coupang, Inc. 2024 Form 10-K 48 Table of Contents Operating, General and Administrative Expenses Operating, general and administrative expenses include all our operating costs excluding cost of sales, as described above.
Operating, General and Administrative Expenses (in millions) 2025 2024 Change Operating, general and administrative expenses $ 9,668 $ 8,395 $ 1,273 As a percentage of revenues 28.0 % 27.7 % 0.3 % Operating, general and administrative expenses include all our operating costs excluding cost of sales, as described above.
Borrowings under the Taiwan Revolving Credit Facility bear interest at a rate per annum equal to the Taipei Interbank Offered Rate (TAIBOR) plus 1.25%. The Taiwan Revolving Credit Facility contains customary affirmative and negative covenants, including certain financial covenants. As of December 31, 2024, there was $151 million balance outstanding on the Taiwan Revolving Credit Facility.
As of December 31, 2025, there was no balance outstanding on the Revolving Credit Facility. Other Credit Facilities During 2025, we entered into various unsecured borrowings under other revolving credit facilities, which are due in 2026. These credit facilities contain customary affirmative and negative covenants, including certain financial covenants.
Partially offsetting these increases was a $116 million insurance gain related to an inventory loss from the FC Fire. Cost of sales as a percentage of revenue decreased from 74.6% for 2023 to 70.8% for 2024 primarily due to an increased percentage of revenues earned from higher margin revenue categories and offerings, further operational efficiencies, and continued supply chain optimization.
Partially offsetting these improvements was a $116 million insurance gain related to an inventory loss from the FC Fire that reduced cost of sales in 2024. The increase in Product Commerce segment adjusted EBITDA was primarily due to the increase in gross profit described above.
Coupang, Inc. 2024 Form 10-K 54 Table of Contents Farfetch Term Loans As part of the Farfetch Acquisition, our subsidiary assumed the then outstanding syndicated Term Loans (“Farfetch Term Loans”) under Farfetch’s existing credit agreement with certain banks and financial institutions (the "Lenders") of $575 million, inclusive of fees incurred and less $58 million we repurchased upon acquisition.
Coupang, Inc. 2025 Form 10-K 51 Table of Contents Interest expense decreased $54 million compared to 2024, primarily due to the redemption of the syndicated term loans we assumed as part of the Farfetch Acquisition (“Farfetch Term Loans”) in July 2025, which was financed by borrowing under our five-year revolving credit agreement (“Revolving Credit Facility”) at a lower interest rate.
Interest expense increased $92 million compared to the prior year, due to the incremental interest expense of $96 million associated with the Farfetch Term Loans that we assumed as part of the Farfetch Acquisition. Interest Income Interest income primarily consists of interest earned on our deposits held with financial institutions. Interest income increased $38 million compared to the prior year.
Interest Income Interest income primarily consists of interest earned on our deposits held with financial institutions. Interest income remained relatively flat when compared to 2024.
Borrowings under the Revolving Credit Facility will bear interest, at our option, at a rate per annum equal to (i) a base rate equal to the highest of (A) the prime rate, (B) the higher of the federal funds rate or a composite overnight bank borrowing rate plus 0.50%, or (C) an adjusted Term Secured Overnight Funding Rate (“SOFR”) rate for a one-month interest period plus 1.00% or (ii) an adjusted Term SOFR plus a margin equal to 1.00%.
The Revolving Credit Facility provides for syndicated, unsecured revolving loans with a total borrowing capacity of up to $1.5 billion. Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to the applicable benchmark rate, including but not limited to the Term Secured Overnight Financing Rate, plus an applicable margin ranging from 0.75% to 1.25%.
Removed
During 2024, we have undertaken restructuring actions to reduce headcount, exit leases and licensing agreements. In February 2025, we entered into a settlement agreement and mutual release with Authentic Brands Group LLC related to a license agreement.
Added
In the following discussion and analysis, amounts may not foot due to rounding.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+0 added−1 removed8 unchanged
Biggest changeAs of December 31, 2024, we had $493 million outstanding on the Farfetch Term Loans, $151 million outstanding on the Taiwan Revolving Credit Facility, and no balance outstanding on the Revolving Credit Facility. An assumed hypothetical 10% change in prevailing interest rates would not have a material impact on our results of operations.
Biggest changeOur borrowings generally include lines of credit with financial institutions, some of which carry variable interest rates. As of December 31, 2025, there was $189 million outstanding of other credit facilities with variable interest rates. An assumed hypothetical 10% change in prevailing interest rates would not have a material impact on our results of operations.
Translational Coupang, Inc.’s functional currency and reporting currency is the USD. The local and functional currency for our Korean subsidiary, Coupang Corp., which is our primary operating subsidiary, is the KRW. The other subsidiaries predominantly utilize their local currencies as their functional currencies.
Translational Coupang, Inc.’s functional currency and reporting currency is the USD. The local and functional currency for our Korean subsidiary, Coupang Corp., which is our primary operating subsidiary, is the KRW. Our other subsidiaries predominantly utilize their local currencies as their functional currencies.
We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure. Our interest rate risk arises primarily from some of our variable rate debt as well as our undrawn revolving credit agreements. Borrowings issued at variable rates expose us to variability in cash flows.
We do not enter into investments for trading or speculative purposes and do not use any derivative financial instruments to manage our interest rate risk exposure. Our interest rate risk arises primarily from some of our variable rate debt as well as our undrawn revolving credit agreements. Borrowings issued at variable rates expose us to variability in cash flows.
Any future borrowings incurred under the Revolving Credit Facility would accrue interest at rates subject to current market conditions. Foreign Currency Risk We have accounts on our foreign subsidiaries’ ledgers, which are maintained in the respective subsidiary’s local currency and translated into USD for reporting of our consolidated financial statements.
Any future borrowings incurred under the Revolving Credit Facility or other credit facilities with variable interest rates would accrue interest at rates subject to current market conditions. Foreign Currency Risk We have accounts on our foreign subsidiaries’ ledgers, which are maintained in the respective subsidiary’s local currency and translated into USD for reporting of our consolidated financial statements.
The degree of credit risk will vary based on many factors, including the duration of the transaction and the contractual terms of the agreement. As appropriate, management evaluates and approves credit standards and oversees the credit risk management function related to investments. Coupang, Inc. 2024 Form 10-K 58 Table of Contents
The degree of credit risk will vary based on many factors, including the duration of the transaction and the contractual terms of the agreement. As appropriate, management evaluates and approves credit standards and oversees the credit risk management function related to investments. Coupang, Inc. 2025 Form 10-K 61 Table of Contents
Our market risk exposure is primarily the result of fluctuations in interest rates, foreign currency, and credit. Interest Rate Risk As of December 31, 2024, we had cash, cash equivalents and restricted cash of $6.0 billion. Interest-earning instruments carry a degree of interest rate risk.
Our market risk exposure is primarily the result of fluctuations in interest rates, foreign currency, and credit. Interest Rate Risk As of December 31, 2025, we had cash, cash equivalents, and restricted cash of $6.4 billion. Interest-earning instruments carry a degree of interest rate risk.
An assumed hypothetical 10% adverse change in average exchange rates used to translate foreign currencies to USD would have resulted in a decline in total net revenues of $2.5 billion and a decrease in net income of $137 million for 2024.
An assumed hypothetical 10% adverse change in average exchange rates used to translate foreign currencies to USD would have resulted in a decline in total net revenues of $3.0 billion and a decrease in net income of $173 million for 2025.
Removed
Our borrowings generally include lines of credit with financial institutions, some of which carry variable interest rates, and the Farfetch Term Loans which carries a variable interest rate.

Other CPNG 10-K year-over-year comparisons