UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant ☒

Filed by a party other than the Registrant  ☐

Check the appropriate box:

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

For the 2026 Annual Meeting of Stockholders

To Be Held on Thursday, June 11, 2026 at 5:00 p.m., Pacific Time

720 Olive Way, Suite 600

Seattle, Washington 98101

By Order of the Board of Directors,

 

Harold L. Rogers

General Counsel and

Chief Administrative Officer

For the 2026 Annual Meeting of Stockholders

To Be Held on Thursday, June 11, 2026, at 5:00 p.m., Pacific Time

This Proxy Statement (this “Proxy Statement”) is being furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Coupang, Inc. (the “Company,” “Coupang,” “we,” or “us”) for use at our 2026 Annual Meeting of Stockholders (including any adjournment or postponement thereof, the “Annual Meeting”). The Annual Meeting will be held virtually via live webcast. To attend and vote at the Annual Meeting and view the list of registered stockholders as of the close of business on April 13, 2026 (the “Record Date”) during the meeting, stockholders of record must access the meeting website at www.virtualshareholdermeeting.com/CPNG2026 and enter the control number found on the Notice of Internet Availability of Proxy Materials (the “Internet Notice”) or on the proxy card provided to you with this Proxy Statement. If your shares are held in street name through a broker, bank, trustee, or other nominee and your Internet Notice or voting instruction form indicates that you may vote those shares through the www.proxyvote.com website, then you may access and vote at the Annual Meeting with the control number indicated on that Internet Notice or voting instruction form. Otherwise, stockholders who hold their shares in street name should contact their broker, bank, trustee, or other nominee that holds their shares (preferably at least five days before the Annual Meeting) to obtain a legal proxy in order to be able to attend, participate in, or vote at the Annual Meeting.

See “Attending the Annual Meeting Online” below for more information.

Our fiscal year is consistent with the calendar year and ends on December 31. Unless stated otherwise, all references to years herein relate to our fiscal years. For example, references to year 2025 relate to our fiscal year ended December 31, 2025.

Only holders of record of our Class A common stock and Class B common stock as of the Record Date will be entitled to vote at the Annual Meeting. You may vote all shares owned by you as of the Record Date, including (i) shares held directly in your name as the stockholder of record and (ii) shares held for you as the beneficial owner in street name through a broker, bank, trustee, or other nominee.

In deciding all matters at the Annual Meeting, as of the Record Date, each share of Class A common stock represents one vote, and each share of Class B common stock represents 29 votes. We do not have cumulative voting rights for the election of directors. As of the Record Date, we had 1,648,989,437 shares of Class A common stock and 157,802,990 shares of Class B common stock outstanding and entitled to vote, according to the records maintained by our transfer agent.

For ten days prior to the Annual Meeting, a complete list of the stockholders entitled to vote at the Annual Meeting will be made available for examination by any stockholder for any purpose relating to the Annual Meeting during ordinary business hours at our headquarters, at 720 Olive Way, Suite 600, Seattle, Washington 98101, and will be available in electronic form on the day of the Annual Meeting at www.virtualshareholdermeeting.com/CPNG2026. If, due to adverse weather conditions or other unforeseen circumstances, our headquarters are closed or visitation is limited during the ten days prior to the Annual Meeting, a stockholder may send a written request to [email protected], and we will arrange a way for the stockholder to inspect the list.

As permitted by U.S. Securities and Exchange Commission (the “SEC”) rules, for the Annual Meeting, we have elected to furnish our proxy materials, including this Proxy Statement and our 2025 Annual Report, to our stockholders electronically via the internet. On or about April 27, 2026, we will mail to our stockholders the Internet Notice containing notice of the Annual Meeting and instructions on how to access our proxy materials, including this Proxy Statement and our 2025 Annual Report, to vote at the Annual Meeting, and to request printed copies of the proxy materials. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in this Proxy Statement and our 2025 Annual Report. The Internet Notice also instructs you on how you may submit your proxy via the internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Internet Notice. Stockholders may request to receive all future materials in printed form by mail or electronically by e-mail by following the instructions contained in the Internet Notice. We encourage stockholders to take advantage of the availability of the proxy materials on the internet to help reduce the environmental impact and cost of our annual meetings.

Printed Copies of Our Proxy Materials. If you received printed copies of our proxy materials, then instructions regarding how you can vote your shares are contained in the proxy card included in those materials.

If you are the record holder of your shares as of the close of business on the Record Date, you may vote in one of four ways. You may vote by submitting your proxy via the internet, by telephone, or by mail, or you may vote electronically during the Annual Meeting.

Internet and telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 8:59 p.m., Pacific Time, on June 10, 2026. Note that, in light of possible disruptions in mail service related to any unforeseen circumstances, we encourage stockholders to submit their proxy by telephone or via the internet.

If the shares you own are held by a broker, bank, trustee, or other nominee in a fiduciary capacity (typically referred to as being held in “street name”), you may instruct that institution on how to vote your shares. You will receive instructions from the broker, bank, trustee, or other nominee that holds your shares, which you must follow in order for your shares to be voted.

We have decided to hold the Annual Meeting virtually in the form of a live webcast. At this time, we believe that a virtual meeting is the right choice for the Company and our stockholders as it provides expanded stockholder access regardless of the resources available to stockholders, improves communications, and reduces the carbon footprint of our activities. The Annual Meeting will convene promptly at 5:00 p.m., Pacific Time, on June 11, 2026. In order to attend and vote at the Annual Meeting, and view the list of registered stockholders as of the Record Date during the meeting, stockholders of record must access the meeting website at www.virtualshareholdermeeting.com/CPNG2026 and input the control number found on the Internet Notice or on the proxy card provided to you with this proxy statement. If your shares are held in street name through a broker, bank, trustee, or other nominee and your Internet Notice or voting instruction form indicates that you may vote those shares through the www.proxyvote.com website, then you may access, participate in, and vote at the Annual Meeting with the control number indicated on that Internet Notice or voting instruction form. Otherwise, stockholders who hold their shares in street name should contact their broker, bank, trustee, or other nominee that holds their shares (preferably at least five days before the Annual Meeting) to obtain a “legal proxy” in order to be able to attend, participate in, or vote at the Annual Meeting.

Even if you plan to attend the live webcast of the Annual Meeting, we encourage you to vote in advance via the internet, by telephone, or by mail so that your vote will be counted even if you later decide not to attend the Annual Meeting.

We encourage you to access the Annual Meeting before it begins. Online check-in will be available at www.virtualshareholdermeeting.com/CPNG2026 approximately 15 minutes before the meeting starts on June 11, 2026.

If you have difficulty accessing the meeting, a technical assistance phone number that you can dial for assistance will be available at www.virtualshareholdermeeting.com/CPNG2026. The technical assistance phone number is only for technical or logistical difficulties accessing the virtual meeting and cannot be used to vote.

At the Annual Meeting, our stockholders will be asked to vote on the proposals set forth below. The Board recommends that you vote your shares as indicated below. If you return a properly completed, signed and dated proxy card or vote your shares by telephone or via the internet, your shares of common stock will be voted on your behalf as you direct. If not otherwise specified, the shares of common stock represented by the proxies will be voted in accordance with the Board’s recommendations as follows:

We are not aware of any matters to be voted on by stockholders at the Annual Meeting other than those referenced above. If any matter is properly presented at the Annual Meeting, your executed proxy gives your proxy holder discretionary authority to vote your shares in accordance with their best judgment with respect to the matter.

If the shares you own are held in street name through a broker, bank, trustee, or other nominee, such broker, bank, trustee, or other nominee is required to vote your shares in accordance with your instructions. You should direct any such organization on how to vote the shares held in your account. Under rules and regulations of the New York Stock Exchange (the “NYSE”), if you do not instruct the broker, bank, trustee, or other nominee that holds your shares on how to vote your shares, such organization will be able to vote your shares with respect to certain “routine” matters but will not be allowed to vote your shares with respect to certain “non-routine” matters. The ratification of the appointment of Samil PricewaterhouseCoopers as our independent registered public accounting firm is expected to be a routine matter. Each other proposal to be voted on at the Annual Meeting is expected to be a non-routine matter. Generally, broker non-votes occur when shares held by a broker, bank, trustee, or other nominee in street name for a beneficial owner are not voted with respect to a particular proposal because the organization has not received voting instructions from the beneficial owner and lacks discretionary voting power to vote those shares. Note that whether a proposal is considered routine or non-routine is subject to stock exchange rules and final determination by the stock exchange. Even with respect to routine matters, some brokers are choosing not to exercise discretionary voting authority. As a result, we urge you to direct your broker, bank, trustee, or other nominee how to vote your shares on all proposals to ensure that your vote is counted.

Voting via the internet or by telephone or execution of a proxy will not in any way affect a stockholder’s right to attend the Annual Meeting and vote electronically. A proxy may be revoked before it is used to cast a vote at the Annual Meeting. If you are the record holder of your shares, you can revoke a proxy by doing one of the following:

Any written notice of revocation should be sent to us at the following address: Coupang, Inc., 720 Olive Way, Suite 600, Seattle, Washington 98101, Attention: Corporate Secretary.

If the shares you own are held in street name, you will need to follow the directions provided to you by your broker, bank, trustee, or other nominee that holds your shares to change your vote.

The holders of a majority of the voting power of the outstanding shares of our Class A common stock and Class B common stock (voting together as a single class) entitled to vote at the Annual Meeting as of the Record Date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you are present by remote communication at the Annual Meeting or if you have properly submitted a proxy. Abstentions and broker non-votes are included in the shares present or represented at the Annual Meeting for purposes of determining whether a quorum is present. If a quorum is not present, the chairperson of the Annual Meeting may adjourn the meeting until a quorum is obtained.

The votes will be counted, tabulated, and certified by a representative of Broadridge, our inspector of election for the Annual Meeting. We plan to announce preliminary voting results at the Annual Meeting, and we will report the final results in a Current Report on Form 8-K.

We will bear the cost of soliciting proxies in the accompanying form and will reimburse brokerage firms and others for expenses involved in forwarding proxy materials to beneficial owners or soliciting their execution. In addition to solicitations by mail, we, through our directors and officers, may solicit proxies in person, by telephone, or via the internet. Such directors and officers will not receive any special remuneration for these efforts.

The nominating and corporate governance committee of the Board (the “Nominating and Corporate Governance Committee”) identifies, evaluates, and recommends nominees for directors to serve on the Board consistent with the criteria approved by the Board, including consideration of any potential conflicts of interest, director independence, diversity of background and experience, and other relevant requirements. In doing so, our Nominating and Corporate Governance Committee seeks to assemble a board of directors that, as a group, can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its background and experience in various areas. To that end, the committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment, and other qualities deemed critical to effective functioning of the Board. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has considered and nominated the eight directors listed below for re-election to the Board at the Annual Meeting.

The directors elected at the Annual Meeting will hold office until our annual meeting of stockholders to be held in 2027 after the end of our fiscal year ending December 31, 2026 (the “2027 Annual Meeting”) and until their successors are duly elected and qualified. We have no reason to believe that any of the nominees other than Kevin Warsh will be unavailable or, if elected, will decline to serve. On January 30, 2026, President Donald J. Trump announced his intent to nominate Kevin Warsh, a director nominee, to serve as Chairman of the Board of Governors of the United States Federal Reserve System (“Federal Reserve Chair”), subject to confirmation by the United States Senate (the “Senate”). On February 3, 2026, Mr. Warsh informed the Company that if he is confirmed as Federal Reserve Chair by the Senate, he would resign as a director of the Company. Mr. Warsh’s decision was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. On March 4, 2026, President Trump formally nominated Mr. Warsh as Federal Reserve Chair, subject to confirmation by the Senate. If Mr. Warsh resigns as a director prior to the Annual Meeting, he will no longer stand for re-election as a director, no votes received will be counted for or against the election of Mr. Warsh to our Board, and the Board intends to reduce the size of the Board by one director. In the event any of the other nominees should become unavailable to serve due to any presently unforeseen reason, proxies will be voted for a substitute as designated by the Board, or alternatively, the Board may leave a vacancy on the Board or reduce the size of the Board.

The biographies of each of our director nominees as of April 27, 2026 are included below. Each of the biographies highlights specific experience, qualifications, attributes, and skills that led us to conclude that such person should serve as a member of the Board. We believe that, as a whole, the Board possesses the requisite skills and characteristics, leadership traits, work ethic, and independence to provide effective oversight. No director or executive officer is related by blood, marriage, or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee.

Our Corporate Governance Guidelines provide that the Board will consist of a majority of independent directors. Under our Corporate Governance Guidelines and the rules and regulations of the NYSE, on which our Class A common stock is traded, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with us or any of our subsidiaries. Our Corporate Governance Guidelines provide that, to determine independence, the Board will consider the definition of independence in the applicable listing standards, which includes the definition of an “independent” director in accordance with Section 303A.02 of the NYSE’s Listed Company Manual, and other factors that will contribute to effective oversight and decision-making. In addition, members of the Audit Committee and Compensation Committee are subject to the additional independence requirements of applicable SEC rules and NYSE listing standards.

The Nominating and Corporate Governance Committee undertook its annual review of director independence and made a recommendation to the Board regarding director independence. As a result of this review, the Board affirmatively determined that Mses. Asha Sharma and Ambereen Toubassy and Messrs. Jason Child, Pedro Franceschi, Benjamin Sun, and Kevin Warsh are independent for purposes of applicable NYSE standards, including with respect to any applicable committee service. In addition, the Board has determined that each of Ms. Toubassy and Messrs. Child and Sun is “independent” for purposes of service on the Audit Committee in accordance with Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that each of Ms. Sharma and Messrs. Franceschi, Sun and Warsh is “independent” for purposes of service on the Compensation Committee in accordance with Section 10C(a)(3) of the Exchange Act. In assessing directors’ independence, the Board considered certain transactions, relationships, and arrangements involving some of the directors, including those described in the subsection titled “Certain Relationships and Related Person Transactions” of this Proxy Statement, and concluded that such transactions, relationships, and arrangements did not impair the independence of the director. Additionally, the Board considered that, during 2025, Ms. Sharma and Mr. Franceschi were employed by organizations that did business with Coupang. The amount received by Coupang or such other organizations in each of the last three fiscal years did not exceed the greater of $1 million or 2% of either Coupang’s or such organization’s consolidated gross revenues.

Our bylaws (our “Bylaws”) provide that the Chairperson of the Board shall be appointed by the Board and our Corporate Governance Guidelines provide that the positions of Chief Executive Officer and the Chairperson of the Board may be held by the same person. Our Corporate Governance Guidelines further provide that in the event a non-independent director is serving as the Chairperson of the Board, the Board may designate a Lead Independent Director, whose responsibilities shall include:

Currently, Mr. Bom Kim, our founder and Chief Executive Officer, also holds the Chairman of the Board position, and Mr. Child has served as Lead Independent Director of the Board since September 2025. The Board believes that the combined role of the Chairman and Chief Executive Officer positions is appropriate and in the best interests of the Company and our stockholders, given Mr. Kim’s role in founding Coupang and the depth and breadth of his insight into our business, vision, and industry. Having a Lead Independent Director helps ensure that the Board and management act with a common purpose. Further, the Board believes that this Board leadership structure is effective, efficient, and improves the Board’s ability to focus on key policy and operational issues and helps us operate in the long-term interests of our stockholders.

Mr. Kim, as Chief Executive Officer and Chairman of the Board, is currently the only employee member of the Board. To promote open discussion among the non-management directors, and as required under applicable NYSE rules and our Corporate Governance Guidelines, non-management directors of the Board meet at regularly scheduled executive sessions (without members of management present), and Mr. Child, our Lead Independent Director, presides over all such executive sessions.

Our Corporate Governance Guidelines provide that all members of the Board are expected to prepare for, attend, and participate in all meetings of the Board and committees on which they serve. During 2025, the Board met five times. No member of the Board attended fewer than 75% of the aggregate of the total number of meetings of the Board in 2025 and the total number of meetings held by all committees of the Board in 2025 on which such director served (held during the period that such director served).

Members of the Board are encouraged to attend annual meetings of stockholders; however, we do not have a formal policy regarding board members’ attendance at annual meetings of stockholders. All eight of our directors then serving on the Board attended the 2025 Annual Meeting of Stockholders.

The Board has established three standing committees thereof—the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee—each of which operates under a charter that has been approved by the Board. Current copies of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee charters are posted on the “Governance” section of our Investor Relations website at ir.aboutcoupang.com. In 2025, the Audit Committee held nine meetings, the Compensation Committee held four meetings, and the Nominating and Corporate Governance Committee held four meetings.

We believe that an effective board should be made up of individuals who collectively provide an appropriate balance of varied professional and personal backgrounds and perspectives and who have a range of skills, viewpoints, and expertise sufficient to provide guidance and oversight with respect to our strategy and operations. The Board and the Nominating and Corporate Governance Committee seek individuals with backgrounds and qualities that, when combined with those of our other directors, enhance the Board’s effectiveness and result in the Board having a balance of knowledge, experience, and capability.

In assessing potential candidates, the Board and the Nominating and Corporate Governance Committee will consider, among other factors, whether the candidate:

The Board will assess its effectiveness in this regard as part of the annual board evaluation process.

In addition, our Corporate Governance Guidelines also require that to be qualified to serve as a director, a candidate must possess the highest personal integrity and ethics, possess the ability to read and understand basic financial statements, and be older than 21 years of age.

The Nominating and Corporate Governance Committee considers the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, or the Nominating and Corporate Governance Committee and the Board determine to increase the size of the Board, the Nominating and Corporate Governance Committee considers potential director candidates using the criteria set forth above. Candidates may come to the attention of the Nominating and Corporate Governance Committee through current Board members, members of management, professional search firms, stockholders, or other persons. The Nominating and Corporate Governance Committee is responsible for conducting appropriate inquiries into the backgrounds and qualifications of potential director candidates and evaluating their suitability for service on the Board.

The Nominating and Corporate Governance Committee will evaluate director candidates recommended by stockholders in the same manner in which the Nominating and Corporate Governance Committee evaluates any other director candidate.

Any stockholder recommendation of a director candidate must be submitted to our Corporate Secretary in writing, as described below, and should include any supporting material the stockholder considers appropriate in support of that recommendation but must include information that would be required under the “advance notice” provisions of our Bylaws and rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Corporate Secretary of the Company at c/o Coupang, Inc., 720 Olive Way, Suite 600, Seattle, Washington 98101, U.S.A. All recommendations for nomination received by the Corporate Secretary that satisfy our “advance notice” bylaw requirements relating to such director nominations will be presented to the Board for its consideration. Stockholders must also satisfy the notification, timeliness, consent, and information requirements set forth in our Bylaws. These requirements are also described under the section entitled “Stockholder Proposals for the 2027 Annual Meeting.”

Complete copies of our Corporate Governance Guidelines and Board Committee charters are available on the “Governance” section of our Investor Relations website at ir.aboutcoupang.com.

Our Code of Business Conduct and Ethics is available on the “Governance” section of our Investor Relations website at ir.aboutcoupang.com. If we ever were to amend or waive any provision of our Code of Business Conduct and Ethics that applies to our executive officers or directors, we intend to satisfy our disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on the “Governance” section of our Investor Relations our website set forth above rather than by filing a Current Report on Form 8-K.

We have an insider trading policy governing the purchase, sale, and other dispositions of our securities that applies to our directors, officers, employees, identified consultants and independent contractors. The Company also follows procedures for the repurchase of its securities, including those set forth in our insider trading policy. We believe our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the NYSE listing standards. A copy of our insider trading policy was filed as Exhibit 19.1 to our 2025 Annual Report.

Stockholders and other interested parties may communicate with a member or members of the Board, including the Chairman of the Board, the Chairperson of the Audit, Compensation, or Nominating and Corporate Governance Committees, or to the non-management or independent directors. We maintain a “Stockholder Communications Policy” that outlines the applicable procedures and is available on the “Governance” section of our Investor Relations website at ir.aboutcoupang.com.

The Board’s role in risk oversight at the Company is consistent with our leadership structure, with the Chief Executive Officer and other members of senior management having responsibility for assessing and managing risks we face in executing our business plans, and the Board and its committees providing oversight in connection with those efforts. These risks include, but are not limited to, financial, legal and regulatory, technological, competitive, and operational risks and exposures.

In addition to the full Board, the Audit Committee 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 financial reporting, investments, cash management and foreign exchange management, major financial risk exposures, cybersecurity, data privacy, and other regulations, and assesses the Company’s strategy to monitor and control such risks. The Audit Committee periodically reviews key enterprise risks with senior management and our Chief Accounting Officer. The Audit Committee regularly meets with our Chief Information Security Officer 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 Compensation Committee is charged with overseeing risks relating to human capital and assessing whether our compensation policies and procedures encourage risk-taking in a manner that are reasonably likely to have a material adverse impact on us.

The Nominating and Corporate Governance Committee is charged with overseeing risk related to our governance processes.

Each Board committee reports its findings to the full Board for consideration.

In December 2021, the Board adopted a director compensation policy for our non-employee directors and subsequently amended the policy in June 2023 and in December 2024 (as so amended, the “Non-Employee Director Compensation Policy”). The Board has formed the Compensation Committee to oversee, with consultation with the Board and compensation consultants, the Non-Employee Director Compensation Policy.

In connection with joining the Board, the Board may, in its discretion, grant a new non-employee director an equity award in the form of restricted stock units (“RSUs”) (the “Initial Award”), with each such Initial Award covering a number of shares of the Company’s Class A common stock having a grant date fair value to be determined by the Board but not to exceed $1,000,000. An individual who was or is an employee member of the Board and becomes a non-employee director by virtue of ceasing to be an employee will not receive an Initial Award. Each Initial Award will vest on a schedule determined by the Board at the time of grant, subject to the non-employee director’s continuous service to the Company through the applicable vest date.

On the date of each annual meeting of stockholders, each non-employee director who is serving on the Board and will continue to serve on the Board as a non-employee director immediately following the date of such annual meeting, will automatically be granted an equity award (the “Annual Retainer Award”) in the form of RSUs covering the number of shares of our Class A common stock having a grant date fair value of $300,000.

Additionally, each non-employee director will be eligible to earn additional annual retainers for their additional Board leadership and/or Board committee roles (each, an “Additional Annual Retainer Award” and, collectively with the Annual Retainer Award, the “Annual Award”) as follows, in each case in the form of RSUs covering the number of shares of our Class A common stock having the grant date fair value set forth below:

Each Annual Award granted will vest in full on the earlier of the first anniversary of the date of grant or the date of the next annual meeting of stockholders following the date of grant, subject to the applicable non-employee director’s continuous service to the Company through the applicable vest date.

If an incumbent non-employee director is appointed to any new Board leadership or Board committee role during his or her tenure on the Board, such non-employee director may, at the discretion of the Board, be granted an award of RSUs for such new Board leadership or Board committee role (a “Partial Year Committee Award”). The grant date for the Partial Year Committee Award will be the date that the non-employee director’s appointment to the applicable Board leadership or Board committee role is effective (the “New Role Date”), unless otherwise provided by the Board. Each Partial Year Committee Award will cover a number of shares of the Company’s Class A common stock having a grant date fair value equal to the amount of the annual retainers set forth above for the new role but prorated to reflect the length of service in such new role. Each Partial Year Committee Award granted will vest in full on the first vest date of the Annual Award to occur after the New Role Date, subject to the non-employee director’s continuous service to the Company through the applicable Annual Award vest date.

If a non-employee director’s service in any Board leadership or Board committee role is terminated by the Board prior to the vesting date of their Annual Award but the non-employee director otherwise remains as a member of the Board, the corresponding Additional Annual Retainer Award or Partial Year Committee Award (each, an “Additional Retainer Award”) will vest, unless a different vest date is provided for by the Board, on the date of termination of service in such Board leadership or Board committee role, on a pro-rata basis to reflect the applicable non-employee director’s length of service in the Board leadership or Board committee role during the vesting period. Any unvested shares subject to an Additional Retainer Award that do not vest pursuant to the preceding sentence will terminate on the date the applicable non-employee director terminates service in the corresponding Board leadership or Board committee role.

In connection with the formation of a new committee of the Board and Mr. Child and Mr. Toubassy’s appointment as the sole members of such committee, in April 2025 the Board granted each of them (1) a pro rata award of 88 RSUs under the Company’s 2021 Equity Incentive Plan (as amended or restated from time to time, the “2021 Plan”) that vested in full on the date of our 2025 annual meeting of stockholders (the “Special Committee Pro Rata Award”) and (2) an annual award of 353 RSUs under the 2021 Plan, with such grant effective upon the date of our 2025 annual meeting of stockholders, that will vest in full on the earlier of the date of the next annual meeting of stockholders following June 12, 2025 or June 12, 2026, subject to their continuous service through the applicable vest date (the “Special Committee Annual Award”). Until the committee of the Board is terminated and disbanded or they no longer serve on the committee, Mr. Child and Ms. Toubassy will be entitled to an RSU award with a value of $10,000 under the 2021 Plan that will be granted annually on the date of each annual meeting of stockholders, with the number of RSUs subject to the award determined by dividing $10,000 by the closing price of our Class A common stock on the grant date. This RSU award will vest in full on the earlier of the first anniversary of the date of grant or the date of the next annual meeting of stockholders following the date of grant, subject to the applicable non-employee director’s continuous service to the Company through the applicable vest date. If Mr. Child’s or Ms. Toubassy’s service on this committee role is terminated prior to the vesting date of the Special Committee Annual Award but he or she otherwise remains as a member of the Board, the award will vest on a pro-rata basis and the remaining unvested portion will be forfeited as set forth in the immediately preceding paragraph. For clarification, the awards described in this paragraph are not covered by our Non-Employee Director Compensation Policy, but are granted consistent with the terms of the Non-Employee Director Compensation Policy.

In the event of a change in control (as defined in the 2021 Plan), the unvested portion of any equity award held by a non-employee director will vest in full, subject to the non-employee director’s continuous service to the Company until immediately prior to the time of such change in control.

Additionally, pursuant to the individual RSU award agreements underlying each non-employee director’s Initial Award, Annual Retainer Award, or Additional Retainer Award, in the event that a director’s continuous service with the Company terminates by reason of their death or disability, any unvested portions of an outstanding RSU award will fully vest.

The Board may provide that a non-employee director may elect to defer the settlement of the shares subject to any RSUs granted under the Non-Employee Director Compensation Policy that would otherwise be settled and delivered to such non-employee director on or following the date such award vests pursuant to the terms of the Non-Employee Director Compensation Policy (the “Deferral Election”). Any Deferral Election will be irrevocable, and will be subject to such rules, conditions and procedures as shall be determined by the Board, in its sole discretion, which, unless otherwise determined by the Board, will be in compliance with Section 409A of the Internal Revenue Code (the “Code”) and the regulations and guidance thereunder.

The total compensation provided to a non-employee director during any calendar year under the Non-Employee Director Compensation Policy may not exceed $750,000 (determined based on the total grant date fair value of equity awards and cash fees provided for such calendar year (excluding reimbursements)). In the calendar year when a non-employee director first joins the Board, such limit will be increased to $1,000,000. Any equity awards or other compensation provided to an individual for services as an employee, or for services as a consultant other than as a non-employee director, will be excluded for purposes of applying the above limits.

Under the Non-Employee Director Compensation Policy, each non-employee director is entitled to reimbursement from us for reasonable travel, lodging, and meal expenses incident to meetings of the Board or committees thereof or in connection with other Board-related business, in accordance with and subject to our expense reimbursement policy as presented to the Audit Committee of the Board.

The following table provides information regarding compensation of our non-employee directors for their service as a director for 2025. As an employee director, our Chief Executive Officer, Mr. Kim, received no additional compensation for his service as a director.

The Audit Committee is solely responsible for the appointment, evaluation, compensation, retention, and, if appropriate, replacement of the independent registered public accounting firm retained to audit our financial statements. The Audit Committee has selected Samil PricewaterhouseCoopers to serve as our independent registered public accounting firm for our fiscal year ending December 31, 2026. Samil PricewaterhouseCoopers has served as our auditor since 2014.

Stockholder approval is not required to appoint Samil PricewaterhouseCoopers as the independent registered public accounting firm for our fiscal year ending December 31, 2026. The Board believes, however, that submitting the appointment of Samil PricewaterhouseCoopers to the stockholders for ratification is a matter of good corporate governance. If stockholders do not ratify the appointment of Samil PricewaterhouseCoopers, the Audit Committee will evaluate the stockholder vote when considering the selection of an independent registered public accounting firm for the audit engagement for the 2027 fiscal year. Even if the appointment is ratified, our Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines such a change would be in the best interests of the Company or our stockholders. The ratification of the appointment of Samil PricewaterhouseCoopers as our independent registered public accounting firm requires the affirmative vote of a majority of the shares cast in person or by proxy and entitled to vote at the Annual Meeting.

One or more representatives of Samil PricewaterhouseCoopers are expected to be present at the Annual Meeting and will have an opportunity to make a statement if they wish and be available to respond to appropriate questions.

The following tables set forth Samil PricewaterhouseCoopers’ aggregate fees for 2025 and 2024:

Our Audit Committee charter requires our Audit Committee to pre-approve all audit and permitted non-audit and tax services that may be provided by our independent registered public accounting firm or other registered public accounting firms. The Audit Committee charter also provides that the Audit Committee may establish policies and procedures for its pre-approval of permitted services in compliance with applicable law or stock exchange listing rules. Our Audit Committee has established procedures relating to the approval of all audit and permitted non-audit and tax services that are to be performed by our independent registered public accounting firm and pre-approves all audit and permitted non-audit and tax services provided by our independent registered public accounting firm prior to each engagement. Since our initial public offering (“IPO”), our Audit Committee has pre-approved all services provided by Samil PricewaterhouseCoopers.

The Audit Committee consists solely of independent directors, as required by and in compliance with SEC rules and regulations and the NYSE listing standards. The Audit Committee operates pursuant to a written charter adopted by the Board.

The Audit Committee is responsible for assisting the Board in its oversight responsibilities related to accounting policies, internal controls, financial reporting, and legal and regulatory compliance. Our management has the primary responsibility for our financial reporting processes, proper application of accounting principles, internal controls, as well as the preparation of its financial statements. Our independent registered public accounting firm is responsible for performing an audit of our financial statements and expressing an opinion as to the conformity of such financial statements with accounting principles generally accepted in the United States and the effectiveness of our internal control over financial reporting.

In performing its functions, the Audit Committee has:

Based on the review and discussions described above, the Audit Committee recommended to the Board that our audited financial statements be included in our 2025 Annual Report for filing with the SEC.

Below is a list of our current executive officers and their respective ages as of April 27, 2026 and a brief account of the business experience of each of them.

Gaurav Anand. Gaurav Anand has served as our Chief Financial Officer since December 2020 and previously served as our Chief Operating Officer from January 2019 to December 2020. Mr. Anand previously served as the Chief of Staff to our Chief Executive Officer from January 2017 to December 2018 and our Chief Financial Officer of Global eCommerce from January 2017 to December 2017. Prior to joining Coupang, Mr. Anand served as Vice President of Finance at Myntra, a fashion subsidiary of Flipkart, from November 2014 to December 2016. Mr. Anand also previously worked at Amazon from 2007 to 2014, holding various Finance positions across its North America retail, international retail, AWS, and payments businesses.

Harold Rogers. Harold Rogers has served as our General Counsel since December 2021 and as our Chief Administrative Officer since January 2020. He has served as interim Chief Executive Officer of our Korean subsidiary, Coupang Corp., since December 2025. Prior to joining Coupang, Mr. Rogers served as Executive Vice President, Chief Ethics and Compliance Officer at Millicom, a global telecommunications company, from August 2016 to December 2019. He was also previously a Partner at Sidley Austin LLP from January 2013 to July 2016 and an associate attorney from September 2006 to December 2012. He clerked for the Honorable Thomas B. Griffith on the United States Court of Appeals for the District of Columbia Circuit from 2005 to 2006. Mr. Rogers holds a B.A. in English from Brigham Young University and earned his J.D. from Harvard Law School.

The Board has adopted a written related person transaction policy setting forth the policies and procedures for the identification, review, and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement, or relationship, or any series of similar transactions, arrangements, or relationships, in which we and a related person were or will be participants and the amount involved exceeds, or is expected to exceed, $120,000, and a related person has a direct or indirect interest deemed to be material by the Audit Committee. In reviewing and approving any such transactions, our Audit Committee will consider all relevant facts and circumstances as appropriate, including, but not limited to, (a) the risks, costs, and benefits to Coupang, (b) the impact on a director’s independence in the event the related person is a director, immediate family member of a director, or an entity with which a director is affiliated, (c) the terms of the transaction, (d) the availability of other sources for comparable services or products, and (e) the terms available to or from, as the case may be, unrelated third parties or to or from employees generally.

The brother of Mr. Kim, our Chief Executive Officer and Chairman of the Board, is currently employed by the Company. He does not share a household with Mr. Kim and is not one of our executive officers. In 2025, he earned approximately $491,151 in salary, bonus, and expat related benefits. He was also granted 41,510 RSUs in 2025, which vest over 2 years, subject to his continuous service to the Company through each vesting date. He participates in compensation and incentive plans or arrangements on the same basis as similarly situated employees.

The sister-in-law of Mr. Kim, our Chief Executive Officer and Chairman of the Board, is currently employed by the Company. She does not share a household with Mr. Kim and is not one of our executive officers. In 2025, she earned approximately $299,629 in salary, bonus, and expat related benefits. She was also granted 8,491 RSUs in 2025, which vest over 2 years, subject to her continuous service to the Company through each vesting date. She participates in compensation and incentive plans or arrangements on the same basis as similarly situated employees.

Jane Lauder, the spouse of Mr. Warsh, a member of the Board, is a director of The Estée Lauder Companies Inc. (“Estée Lauder”). According to Amendment No. 3 to Schedule 13D filed with the SEC by Ms. Lauder on December 9, 2024, Ms. Lauder beneficially owned, as of December 6, 2024, approximately 8.9% of Estée Lauder’s outstanding Class A common stock (assuming conversion of all of her shares of Estée Lauder’s Class B common stock into Class A common stock), which constituted 15.0% of the aggregate voting power of Estee Lauder. During fiscal 2025, the Company paid Estée Lauder and its subsidiaries approximately $21.4 million in connection with the Company’s purchases of skin care, makeup, fragrance, hair care, and other related products in the ordinary course of business.

In January 2024, we completed the acquisition of all of the business and assets of Farfetch Holdings plc through our majority owned subsidiary, Surpique LP (“Surpique”), a Delaware limited partnership. Immediately following the acquisition, Surpique was owned 80.1% by the Company and 19.9% by certain funds advised or managed by Greenoaks. In April 2025, through an arms-length transaction priced in consultation with disinterested advisors, we acquired the remaining equity interest of Surpique from the funds advised or managed by Greenoaks in exchange for an aggregate purchase price of $140,096,101, consisting of a $14,096,101 cash payment and the issuance to Greenoaks of 5,465,099 shares of our Class A common stock, at a price per share equal to the volume weighted average price of Class A common stock for the 30-trading day period ending as of the close of markets on April 4, 2025. As a result, we assumed the entire obligation to contribute additional capital to Surpique under the Surpique limited partnership agreement. Mr. Mehta, a member of the Board, founded and has served as a Managing Partner of Greenoaks since April 2012. Mr. Mehta did not receive any direct or indirect compensation for the successful completion of the Surpique acquisition and subsequent equity purchase. In addition, Greenoaks and certain funds and accounts to which Greenoaks serves as the investment adviser and related persons or entities, including Mr. Mehta, collectively beneficially own approximately 3.4% of the Company’s Class A common stock as of March 31, 2026.

In August 2025, one of our subsidiaries invested $10 million in the Series A preferred stock of an early-stage payments-focused company (the “Investee”), as part of a Series A fundraising round by the Investee alongside a fund affiliated with Greenoaks, which also invested as part of the same fundraising round and which, as a lead investor, invited us to participate in the investment. The terms of the transaction for us were similar to those available to other similarly situated investors invited to invest in the fundraising round by the lead investors.

Until it expired in March 2026, we were party to the Sixth Amended and Restated Registration Rights Agreement that contained registration rights and information rights, among other things, with certain holders of our common stock. The parties to this agreement included SVF Investments (UK) Ltd. and Mr. Kim, our Chief Executive Officer and Chair of the Board, who are holders of more than 5% of our capital stock.

The following table sets forth information with respect to the beneficial ownership of our capital stock as of March 31, 2026 for:

We have determined beneficial ownership in accordance with the rules and regulations of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole dispositive power with respect to all shares that they beneficially own, subject to applicable community property laws.

The amounts and percentages of shares beneficially owned are reported based on SEC regulations governing the determination of beneficial ownership of securities. Applicable percentage ownership is based on 1,651,278,238 shares of Class A common stock and 157,802,990 shares of Class B common stock, in each case, outstanding as of March 31, 2026. In computing the number of shares beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares subject to options held by the person that are currently exercisable, or exercisable within 60 days of March 31, 2026, or issuable pursuant to RSUs or performance-based RSUs (“PSUs”) that vest within 60 days of March 31, 2026. However, we did not deem such shares outstanding for the purpose of computing the percentage ownership of any other person. In addition, under SEC rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

Unless otherwise indicated, the address for each beneficial owner listed in the table below is c/o Coupang, Inc., 720 Olive Way, Suite 600, Seattle, Washington 98101, U.S.A.

While our insider trading policy generally prohibits holding the Company’s securities in a margin account or otherwise pledging or purchasing Coupang securities on margin, the Board has adopted a policy prohibiting senior employees, officers, and directors from directly or indirectly, holding the Company’s securities in a margin account or otherwise pledging the Company’s securities as collateral for a loan without prior approval from the Nominating and Corporate Governance Committee. Pursuant to such policy, approval may be granted where a senior employee, officer or director wishes to pledge the Company’s securities as collateral for a loan and: (1) clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities; or (2) the proposed pledge of Company securities does not present a material risk of a violation of (a) applicable insider trading laws, or (b) our insider trading policy. As reflected under “Security Ownership of Certain Beneficial Owners and Management,” certain shares held by Mr. Anand, our Chief Financial Officer, Mr. Kang, our former Representative Director, Business Management, and Mr. Mehta, a member of the Board, were pledged as collateral to secure certain personal indebtedness.

Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who beneficially own more than 10% of our common stock to report their ownership of the Company’s equity securities and any subsequent changes in that ownership to the SEC. Based on a review of those reports and written representations given to us by our directors and executive officers, we believe that during our fiscal year ended December 31, 2025, all transactions were reported on a timely basis except for the following filings: (1) one report, covering a total of one transaction (an RSU grant), was filed late by each of Mr. Child and Ms. Toubassy; and (2) one report, covering a total of one transaction (an in-kind distribution by a fund to which Greenoaks Capital Partners LLC serves as the investment adviser), was filed late by Mr. Mehta and Greenoaks Capital Partners LLC. The late filing by Mr. Child and Ms. Toubassy was due to administrative oversight, while the late filing by Mr. Mehta and Greenoaks Capital Partners LLC was originally submitted on time but was rejected by EDGAR due to a technical error after the due date had passed and was immediately resubmitted and accepted for filing the next day.

The following table presents information as of December 31, 2025 with respect to compensation plans under which shares of our Class A common stock and Class B common stock may be issued.

This Compensation Discussion and Analysis (this “CD&A”) describes the material components of our 2025 executive compensation program and provides an overview of our overall compensation philosophy and objectives for our named executive officers (collectively, “NEOs” and, each, an “NEO”).

Our pay-for-performance driven compensation philosophy and practices are designed to be directly tied to increased stockholder value. As a result, our NEO compensation program is heavily weighted toward providing multi-year equity awards, which are intended to foster a founder’s mentality and entrepreneurial spirit to incentivize long-term stock price appreciation.

Our NEOs for 2025 were:

We’re on a mission to create a world where customers wonder “How did we ever live without Coupang?”, and to fulfill this mission we must hire, motivate, and retain the best. We believe our compensation program, especially our executive compensation program, is critical to achieve our mission, and our executive compensation philosophy aims to achieve the following primary objectives:

Based on the objectives above, our executive compensation program aims to attract and retain top talent by offering competitive base salaries, long-term incentive compensation, and, where appropriate and in the best interest of stockholders, retention incentives. The program further aligns incentives with those of our stockholders by designating a significant portion of their total compensation to be composed of multi-year equity awards.

This compensation philosophy of focusing on long-term customer and stockholder value and rewarding performance, as seen in our executive compensation program, has resonated, and continues to resonate, through our compensation program for employees at all levels. For example, our compensation program provides equity awards, including regular equity refresh grants, to the vast majority of our employees in professional roles. The equity compensation program is designed to further align the compensation of our employees with the long-term performance of our common stock and stockholder and customer interests.

Our compensation arrangements with our executive officers, including the NEOs, reflect various factors and considerations, including but not limited to the following (each as of the time of the applicable compensation decision):

The Compensation Committee, together with the Section 16 Equity Committee, sets the compensation for our executive officers at levels that it believes are competitive and appropriate for each executive officer, including each NEO, and that are intended to reflect the varying roles and responsibilities of each individual. Executive compensation decisions require consideration of many relevant factors, which may vary from year to year.

Each element of our executive compensation program is intended to fulfill one or more of our overall compensation objectives in a complementary manner and, ultimately, to maximize long-term stockholder value. For example, the markets from which we seek executive talent have been and remain highly competitive. Providing a consistent and competitive level of income for our executives in the form of competitive base salary, long-term incentive compensation, and/or, where appropriate and in the best interest of stockholders, retention incentives, helps us to attract, motivate, and retain highly qualified executives who can help us achieve our mission to “wow” the customer. Further, by structuring a significant portion of our executive compensation to be in the form of equity awards that vest over a multi-year period, our executive compensation program directly ties a significant portion of our executive compensation to our long-term equity value, incentivizing our executives to focus on driving long-term stock price appreciation and long-term customer and stockholder value.

Since a significant portion of our long-term executive compensation is multi-year, variable, at-risk, and closely aligned with our corporate and financial performance, we believe our executive compensation program is reasonable and competitive, and appropriately balances the goals of attracting, retaining, and incentivizing highly qualified executives while directly aligning their interests with those of our stockholders.

Our Compensation Committee is responsible for the oversight of our executive compensation program and regularly reviews and discusses the program with management to assess whether it is aligned with our short- and long-term goals and objectives given the dynamic nature of our business and the markets in which we compete for talent.

The Compensation Committee is appointed by the Board and has responsibilities related to the overall compensation of our Board members and executive officers and the development and administration of our executive compensation program. Our Compensation Committee consists solely of independent members of the Board. In December 2023, pursuant to the delegation authority set forth in the Compensation Committee charter, the Compensation Committee formed the Section 16 Equity Committee as a subcommittee thereof for the purpose of granting equity awards under our compensation plans in accordance with Rule 16b-3 under the Exchange Act, consisting of at least two members of the Compensation Committee, each of whom qualifies as a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act.

The Compensation Committee reviews and approves all non-equity components of compensation paid to, and the Section 16 Equity Committee reviews and approves all equity components of compensation awarded to, our executive officers, including our NEOs. Management provides recommendations with respect to the compensation of our executive officers, which may be based upon, among other factors, those discussed below. The Compensation Committee and the Section 16 Equity Committee each discusses and makes final determinations with respect to executive compensation matters within their respective scope of responsibilities, without the Chief Executive Officer present during discussions and decisions related to the Chief Executive Officer’s compensation. From time to time, various other members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee or the Section 16 Equity Committee, as applicable, to make presentations, provide financial or other background information or advice, or otherwise participate in the meetings of the Compensation Committee or the Section 16 Equity Committee, as applicable, although such members of management are not present when their compensation is being deliberated upon or approved.

The Compensation Committee meets periodically throughout the year to manage and evaluate our overall executive compensation program, and reviews and approves the principal non-equity components of our executive compensation program. The Section 16 Equity Committee meets on an as-needed basis throughout the year to review and approve the principal equity components of our executive compensation program. For 2025, the principal components of our executive compensation program were: base salary, long-term incentive compensation, and retention incentives. In making executive compensation decisions, in addition to the factors discussed below, the Compensation Committee and the Section 16 Equity Committee each generally takes into consideration company performance, each executive officer’s individual performance in light of the applicable executive officer’s role and responsibilities, and the need to retain existing talent in a highly competitive talent market in which we compete.

The Compensation Committee has the authority to retain independent compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultants’ fees. In 2025, the Compensation Committee retained Compensia, Inc. (“Compensia”), a national compensation consulting firm in the United States, as its independent compensation consultant. Compensia is retained by and reports directly to the Compensation Committee, assists management in preparing for specified committee meetings, and participates in committee meetings upon request.

Compensia periodically informs the Compensation Committee on market trends and practices, as well as regulatory issues and developments and how they may impact our executive compensation program. For 2025, Compensia also:

Compensia does not provide any other services to us. The Compensation Committee has assessed the independence of Compensia pursuant to NYSE rules, and the Compensation Committee concluded that the work performed by Compensia for the Compensation Committee did not raise any conflicts of interest.

Given the complex and multi-dimensional nature of executive compensation decisions, the Compensation Committee believes that determining executive compensation requires a deliberate and case-by-case review of a broad range of factors, as well as an in-depth and multi-faceted analysis of each such factor. These factors include, but are not limited to: (i) personal performance and contributions; (ii) experience and past performance inside or outside the Company; (iii) role and responsibilities within the Company; (iv) market competition for a particular position; (v) long-term potential with the Company; and (vi) innovative thinking and leadership.

One of several factors the Compensation Committee considers in determining executive compensation is the competitiveness of our executive compensation program against that of our compensation peer group. In doing so, and in line with its belief that executive compensation decisions should not rely solely on any single factor or be based on a one-dimensional view, the Compensation Committee uses market data to assess the overall competitiveness and reasonableness of our executive compensation program, rather than targeting percentile ranks of specific compensation elements or total target direct compensation against the market data. The Compensation Committee also considered an extensive list of factors in developing the compensation peer group for 2025, including:

For 2025 compensation decisions, the Compensation Committee utilized the peer group set forth below. Splunk was removed from our 2025 peer group due to its acquisition by Cisco in March 2024. 

Our NEO compensation program is comprised of the following key components:

From time to time, we pay our employees in a currency other than U.S. Dollars. To the extent any amount of our employee compensation was paid in a currency other than U.S. Dollars, such amounts are reported in this Proxy Statement by converting the amounts from the applicable currency to U.S. Dollars using the one-year average exchange rate for the applicable calendar year and currency, consistent with the conversion rate we use for various financial and accounting purposes. All amounts presented in this Proxy Statement have been rounded to the nearest whole dollar.

Typically, annual base salaries for our NEOs are set in March or April of each year retroactive to January 1st of that year. Accordingly, in April 2025, the Compensation Committee reviewed the base salaries of our executive officers, including our NEOs, taking into consideration the recommendations of our Chief Executive Officer (except with respect to his own base salary), as well as the other factors described above. Based on these reviews, in April 2025, the Compensation Committee determined: (i) in the case of Messrs. Kim, Anand, Rogers, and Kang, to maintain their annual base salaries at their prior year levels at $1,100,000, $420,000, $450,000, and 1 billion Korean Won (“KRW”) (equivalent to approximately $703,126), respectively; and (ii) in the case of Mr. Kolari, to increase his annual base salary from $378,105 to $395,120. Following his transition from his role as Representative Director, Business Management, Mr. Kang’s annual base salary was $65,000 and was increased to $66,300 effective January 1, 2026 to satisfy updated local minimum wage law requirements.

From time to time, we may award sign-on or discretionary bonuses to attract or retain executive talent. Generally, sign-on bonuses are used to incentivize candidates to leave their current employers, including by offsetting the loss of unvested compensation they may forfeit as a result of leaving their current employers. The Compensation Committee may also from time to time provide one-time or recurring incentives to encourage long-term service by our executives and to allow our executive compensation program to stay competitive during times of a highly competitive talent market and/or unexpected market disruptions.

In April 2025, Mr. Anand was awarded a retention bonus of $1,100,000, which was paid in equal quarterly installments over a one-year period commencing January 1, 2025, subject to his continued employment through each applicable payment date. Mr. Rogers’ employment arrangement provides for a $100,000 annual cash retention bonus to be paid on each anniversary of his initial appointment date, subject to his continued employment through each applicable payment date. In April 2025, Mr. Rogers was awarded an additional retention bonus of $500,000, which was paid over a one-year period commencing January 1, 2025, subject to his continued employment through each applicable payment date. Mr. Kang’s previous employment arrangement provided for a long-term service bonus of 500 million KRW per year (equivalent to approximately $351,563), paid quarterly on the last compensation payment date of the quarter, subject to Mr. Kang’s continuous service to the Company through each applicable payment date. As a result of Mr. Kang taking a new role with the Company effective June 1, 2025 and entering into a new employment agreement with the Company, he is no longer entitled to this bonus. In April 2025, Mr. Kolari was awarded a discretionary bonus of $40,949 for his performance during 2025, which was paid according to the Company’s standard payroll practices and policies.

We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. As such, a significant portion of our NEO total compensation over the long-term is stock-based compensation designed to create a strong and direct link between pay and performance. The Section 16 Equity Committee’s practice is to grant multi-year equity awards on a periodic basis at levels designed to provide a strong alignment between the recipient and our stockholders and to encourage retention over the vesting period. The realized value of these equity awards over time has a direct relationship to our stock price and establishes an incentive for our NEOs to create sustainable, long-term value for our stockholders, while retaining our NEOs in a highly competitive market.

Our NEOs are granted two types of equity awards—RSUs and PSUs—in both cases under our 2021 Plan. In granting these equity awards and in determining the type of equity award to grant to NEOs, we generally considered, among other things, the NEO’s cash compensation, the need to create a meaningful opportunity for reward based on the creation of long-term value, an evaluation of the expected and actual performance of each NEO, the NEO’s individual contributions and responsibilities, market competitive rates of compensation and long-term incentive awards, and the retentive effect of the NEO’s existing equity awards and how that lapses over time as awards vest. Taking into account the above considerations, in April 2025, the Section 16 Equity Committee awarded: (i) 190,738 PSUs to Mr. Anand; (ii) 247,916 PSUs to Mr. Rogers; and (iii) 57,494 RSUs to Mr. Kolari. In July 2025, the Section 16 Equity Committee awarded 157,189 RSUs to Mr. Kang after his unvested RSUs and PSUs were forfeited upon his role change. The PSUs awarded to Mr. Anand vest in two equal installments as follows, contingent upon Mr. Anand achieving performance objectives related to business objectives and business performance for the year ended December 31, 2025, as determined by the Section 16 Equity Committee or other appropriate sub-committee of the Board at the recommendation of the Chief Executive Officer, and subject to his continuous service to the Company through and including the applicable vest date: (a) 95,369 shares on July 1, 2026 and (b) 95,369 shares on October 1, 2026. The PSUs awarded to Mr. Rogers vest quarterly as follows, contingent upon Mr. Rogers achieving performance objectives related to business objectives and business performance for the year ended December 31, 2025, as determined by the Section 16 Equity Committee or other appropriate sub-committee of the Board at the recommendation of the Chief Executive Officer, and subject to his continuous service to the Company through and including the applicable vest date: (a) 61,979 shares on July 1, 2026, (b) 61,979 shares on October 1, 2026, (c) 61,979 shares on January 1, 2027, and (d) 61,979 shares on April 1, 2027. We have not disclosed the required level of achievement for the performance objectives applicable to the PSUs granted to Messrs. Anand and Rogers in 2025 as disclosure could result in competitive harm to the Company. In February 2026, the Section 16 Equity Committee certified that each of Messrs. Anand and Rogers had achieved their respective performance objective for the performance year ended December 31, 2025 for the PSUs that were awarded in April 2025 and therefore that Mr. Anand had earned 190,738 PSUs and Mr. Rogers had earned 247,916 PSUs, respectively, with vesting subject to the foregoing service-based vesting schedules. The RSUs awarded to Mr. Kolari were to vest in four equal quarterly installments over a one-year period, with the first of such quarterly installments vesting on July 1, 2026, subject to Mr. Kolari’s continuous service to the Company through and including the applicable vest date. However, these RSUs were forfeited when Mr. Kolari resigned from the Company on November 14, 2025. The RSUs awarded to Mr. Kang vest in three installments over a three-year period as follows, subject to Mr. Kang’s continuous service to the Company through and including the applicable vest date: (a) 52,396 shares on June 1, 2026, (b) 52,396 shares on June 1, 2027, and (c) 52,397 shares on June 1, 2028.

In addition, in January 2025 and February 2025, the Section 16 Equity Committee certified that each of Messrs. Anand, Rogers and Kang had achieved their respective performance objective for the performance year ended December 31, 2024 for the PSUs that were awarded in March 2022 (to Messrs. Rogers and Kang) and April 2024 (to Messrs. Anand, Rogers and Kang) and therefore that Mr. Anand had earned 480,490 PSUs, Mr. Rogers had earned 168,361 PSUs and 177,982 PSUs and Mr. Kang had earned 34,036 PSUs and 131,258 PSUs, respectively, corresponding to such performance year. Mr. Anand’s PSUs vested and continue to vest as follows, contingent upon satisfaction of the service-based condition of the PSUs: (a) 95,122 units on July 1, 2025; (b) 95,123 units on October 1, 2025; (c) 145,122 units on January 1, 2026; and (d) 145,123 units on April 1, 2026. Mr. Rogers’ 168,361 PSUs vested and continue to vest as follows, contingent upon satisfaction of the service-based condition of the PSUs: (a) 20,260 units on July 1, 2025; (b) 20,261 units on October 1, 2025; (c) 53,084 units on January 1, 2026; and (d) 74,756 units on April 1, 2026. Mr. Rogers’ 177,982 PSUs vested in four equal quarterly installments with the first of such quarterly installments vested on March 1, 2025, contingent upon satisfaction of the service-based condition of the PSUs. Mr. Kang’s 34,036 PSUs vested on March 1, 2025 upon his satisfaction of the service-based condition of the PSUs. Mr. Kang’s 131,258 PSUs were to vest as follows, contingent upon satisfaction of the service-based condition of the PSUs: (a) 50,436 units on July 1, 2025; (b) 50,437 units on October 1, 2025; (c) 15,192 units on January 1, 2026; and (d) 15,193 units on April 1, 2026. However, these 131,258 PSUs were forfeited when Mr. Kang changed roles effective June 2025.

Our NEOs are eligible to receive additional equity awards at the discretion of our Section 16 Equity Committee but may or may not receive equity awards on an annual basis and, consequently, their compensation, as reported in the 2025 Summary Compensation Table below, may fluctuate materially from year to year depending on whether a grant was made in a particular year.

We have entered into employment agreements with each of our NEOs. These employment agreements are described in more detail below in the subsection titled “NEO Employment Agreements and Potential Payments Upon Termination or Change in Control.”

Messrs. Kim’s and Rogers’ employment agreements provide for, and Mr. Kang’s previous employment agreement provided for, certain severance payments and/or benefits in the context of certain qualifying terminations of employment. In addition, in January 2021, we adopted an Executive Severance Policy (as amended and/or restated from time to time, the “Executive Severance Policy”) under which our NEOs are eligible to participate. The terms of the Executive Severance Policy were determined based on a review of market practices and the input of Compensia. Our NEOs are entitled to the greater of the severance payments and/or benefits as may be provided in their employment agreements or our Executive Severance Policy upon a qualifying termination of employment. The payments and benefits provided for under their employment agreements and our Executive Severance Policy are described in more detail below in the subsection titled “NEO Employment Agreements and Potential Payments Upon Termination or Change in Control.”

In September 2023, we adopted a Compensation Recoupment (Clawback) Policy consistent with the requirements of the final NYSE listing standards implementing Exchange Act Rule 10D-1. If we are required to restate our financial statements due to our material noncompliance with any financial reporting requirements under the federal securities laws, then the Company will recover, on a reasonably prompt basis, the excess incentive-based compensation received by any covered executive, including the NEOs, during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements. If such restatement is a result of misconduct, then our Chief Executive Officer and Chief Financial Officer may also be legally required to reimburse us for any bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of Section 304 of the Sarbanes-Oxley Act of 2002.

We generally provide our NEOs with benefits available to all our employees, including medical, dental, and vision benefits and, in the United States, participation in a Section 401(k) plan. We also provide certain of our NEOs with security benefits. These security expenses are incurred to mitigate security threats faced by our NEOs. These security costs are therefore necessary to ensure the safety of our NEOs as they meet their job performance responsibilities. We do not consider these security measures to be a personal benefit for our NEOs. Consistent with that philosophy, we provide our NEOs with tax equalization payments so that the provision of these benefits are approximately tax neutral to them. We also provide certain of our NEOs with transportation, housing and moving, insurance, education and tax service benefits, as well as tax equalization payments so that the provision of such benefits, which assist our NEOs in the performance of their duties to the Company, are approximately tax neutral to them.

In addition, as is common practice in Korea, we purchased a golf club membership for Mr. Kang to use for business purposes. The membership is registered in the Company’s name and is reflected as an asset on the Company’s financial statements, and the Company has the right to sell the membership at any time. Mr. Kang was required to reimburse the Company for his personal use of this membership and, as a result, there was no incremental cost to the Company associated with Mr. Kang’s use of this membership and no amounts have been included with respect to this membership in the 2025 Summary Compensation Table. Mr. Kang did not use the golf membership for personal purposes in 2025 and he was no longer entitled to use the membership effective as of June 2025 when he ceased to serve as the Representative Director, Business Management.

In some cases, our NEOs were asked to relocate at our request and serve an expatriate assignment. Similar to the general types of benefits provided to our other expatriate executives, for our expatriate NEOs we provide benefits relating to housing, educational support, travel and moving expenses, security and transportation, visa services, and any related tax preparation and reimbursement with respect to certain of these benefits.

Our NEOs did not participate in, or earn any benefits under, a non-qualified or defined benefit pension plan sponsored by us during 2025.

Our insider trading policy prohibits all directors and officers, employees, designated consultants, and designated independent contractors from engaging in hedging or monetization transactions in our stock, such as prepaid variable forwards, equity swaps, collars, exchange funds, puts, calls, and short sales.

Section 162(m) of the Code (“Section 162(m)”) generally disallows a publicly held corporation’s tax deduction for compensation paid to its Chief Executive Officer and certain of its other covered employees (including executive officers, as applicable) in excess of $1 million in any year. While Section 162(m) will limit the deductibility of compensation paid to the NEOs, the Compensation Committee will continue to retain flexibility to design compensation programs that are in the best long-term interests of the Company and our stockholders, with deductibility of compensation being one of a variety of considerations taken into account. Accordingly, the Compensation Committee retains the ability to pay compensation that exceeds the deduction limitation under Section 162(m).

Our Compensation Committee has reviewed our compensation policies and practices to assess whether they encourage our employees, including our NEOs, to take inappropriate risks. Our Compensation Committee believes that the mix and design of the elements of compensation, individually or in their entirety, do not encourage our employees, including our NEOs, to take inappropriate risks, and are not reasonably likely to have a material adverse effect on the Company. The mix of fixed and variable compensation prevents undue focus on short-term results and is intended to align the long-term interests of our NEOs and our other participating employees with those of our stockholders.

Our Compensation Committee has reviewed and discussed with management this CD&A. Based on that review and discussion, we recommended to the Board that this CD&A be included in this Proxy Statement and incorporated into Coupang’s 2025 Annual Report.

The following table provides information concerning compensation awarded to, earned by, or paid to, each of our NEOs for all services rendered in all capacities during 2023, 2024, and 2025, respectively, as applicable.

The following table provides, for each of our NEOs, information concerning plan-based awards granted during our fiscal year ended December 31, 2025. This information supplements the information about these awards set forth in the “2025 Summary Compensation Table” above.

The following table presents information with respect to outstanding equity awards held by each NEO as of December 31, 2025. This information supplements the information about these awards set forth in the “2025 Summary Compensation Table” above.

The following table presents certain information with respect to shares acquired by each NEO upon the vesting of RSU and PSU awards in 2025 and the related value realized during 2025.