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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2026
or
☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File No. 001-40115
Logo.jpg
COUPANG, INC.
(Exact name of Registrant as specified in its charter)
Delaware
27-2810505
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

720 Olive Way, Suite 600
Seattle, Washington 98101
(206) 333-3839
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:
Class A Common Stock, par value $0.0001 per share
CPNG
New York Stock Exchange
(Title of each class)
(Trading Symbol)
(Name of each exchange on which registered)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmall reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of July 31, 2026, there were 1,639,708,712 shares of the registrant’s Class A common stock and 157,802,990 shares of the registrant’s Class B common stock, each with a par value of $0.0001 per share, outstanding.
                        


COUPANG, INC.
Form 10-Q
For the Quarterly Period Ended June 30, 2026
TABLE OF CONTENTS
Page
Coupang, Inc.
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Q2 2026 Form 10-Q
1

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-Q contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Form 10-Q, including statements regarding our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “toward,” “goal,” “objective,” “seek,” “strategy,” “future,” “opportunity,” “runway,” “trajectory,” “restore,” “will,” or “would,” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:
our expectations regarding, and potential fluctuations in, our future operating and financial performance including our ability to maintain profitability and achieve long-term and future profitability;
our ability to successfully execute our business and growth strategy;
the continued growth of the retail market, changes in consumer preferences and spending patterns, and the increased acceptance of online and app-based transactions by potential customers;
the size of our addressable market segments, market share, and market trends;
the nature and scope of any cybersecurity or data incidents (including the data incident discussed in Item 1C. “Cybersecurity” of our Form 10-K) and the impact of such incidents on us, our customers, operations, relationships with governmental authorities, and financial results;
the outcomes of any claims, litigation, governmental audits, inspections, and investigations, including the ultimate amounts of any fines that will be paid that are currently estimated or have been levied and/or paid but are subject to appeal;
the losses and costs associated with any catastrophic occurrences, accidents, health and safety incidents, or workforce disruptions, including the losses and costs associated with the fire that damaged one of our leased fulfillment centers in Incheon, Korea;
our ability to compete in our industry;
our ability to maintain and improve our market position;
our ability to manage expansion into new geographies and offerings;
our ability to effectively manage the continued growth of our workforce and operations;
our anticipated investments in new products, offerings, and geographies, and the effect of these investments on our results of operations;
our ability to effectively integrate acquisitions and realize the anticipated benefits of such transactions;
the sufficiency of our cash and cash equivalents, and investments, to meet our liquidity needs;
our ability to retain existing suppliers and merchants and to add new suppliers and merchants;
our suppliers’ and merchants’ ability to supply high-quality and compliant merchandise to our customers;
our relationship with our employees and the status of our workers;
our ability to operate and manage the expansion of our fulfillment and logistics infrastructure;
the effects of seasonal trends on our results of operations;
our ability to implement, maintain, and improve our internal control over financial reporting;
our ability to effectively manage our exposure to fluctuations in foreign currency exchange rates;
our estimates and assumptions related to our effective tax rate, future cash taxes, and realization of certain deferred tax assets;
the impact of world events such as natural disasters, acts of war or geopolitical conflicts (including the ongoing conflicts in the Middle East), terrorism or disease outbreaks;
the effects of global macroeconomic conditions, including, but not limited to, inflationary pressures, a general economic slowdown or recession, interest rate fluctuations, the imposition of additional or increased tariffs or other trade barriers, and changes in monetary policy;
our ability to attract, retain, and motivate skilled personnel, including key members of our senior management;
our ability to stay in compliance with laws and regulations, including tax laws, that currently apply or may become applicable to our business both in Korea and internationally and our expectations regarding various laws, regulations, and restrictions that relate to our business; and
the other factors set forth in Part I, Item 1A, under the caption “Risk Factors,” of our 2025 Form 10-K.
We caution you that the foregoing list may not contain all of the forward-looking statements made in this Form 10-Q.
Coupang, Inc.
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Q2 2026 Form 10-Q
2

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in Part I, Item 1A, under the section titled “Risk Factors,” of our 2025 Form 10-K and elsewhere in this Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
In addition, statements such as “we believe,” “we expect,” “our assessment,” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Form 10-Q. While we believe such information provides a reasonable basis for these statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
The forward-looking statements made in this Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Form 10-Q to reflect events or circumstances after the date of this Form 10-Q or to reflect new information, actual results, revised expectations, or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.
Company Website
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), and conference calls. 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 or through 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 investor relations website and https://news.coupang.com. 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-Q or any other report or document we file with the SEC.
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.
Except where expressly noted or the context otherwise requires, all references in this Form 10-Q to “Coupang, Inc.,” “Coupang,” “the Company,” “our Company,” “we,” “us,” and “our” are to the Delaware corporation named “Coupang, Inc.” and, where appropriate, its subsidiaries.
We have defined certain terms and abbreviations used throughout our Form 10-Q in the "Glossary."
Coupang, Inc.
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Q2 2026 Form 10-Q
3

Part I. Financial Information
Item 1. Financial Statements (Unaudited)
COUPANG, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended June 30,Six Months Ended June 30,
(in millions, except per share amounts)
2026202520262025
Net retail sales$6,744 $6,507 $13,220 $12,595 
Net other revenue2,112 2,017 4,140 3,837 
Total net revenues8,856 8,524 17,360 16,432 
Cost of sales6,362 5,963 12,569 11,555 
Operating, general and administrative3,050 2,412 5,589 4,574 
Total operating cost and expenses9,412 8,375 18,158 16,129 
Operating (loss) income(556)149 (798)303 
Interest income42 51 86 100 
Interest expense(25)(25)(38)(48)
Other income (expense), net19 (38)55 
(Loss) income before income taxes(533)194 (788)410 
Income tax expense37 163 48 265 
Net (loss) income$(570)$31 $(836)$145 
Net (loss) income attributable to noncontrolling interests— (1)— 
Net (loss) income attributable to Coupang stockholders$(570)$32 $(836)$139 
Earnings per share
Basic$(0.32)$0.02 $(0.46)$0.08 
Diluted$(0.32)$0.02 $(0.46)$0.08 
Weighted-average shares outstanding
Basic1,799 1,817 1,812 1,812 
Diluted1,799 1,855 1,812 1,847 
The accompanying notes are an integral part of these condensed consolidated financial statements.
Coupang, Inc.
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Q2 2026 Form 10-Q
4

COUPANG, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited)
Three Months Ended June 30,Six Months Ended June 30,
(in millions)2026202520262025
Net (loss) income$(570)$31 $(836)$145 
Other comprehensive (loss) income:
Foreign currency translation adjustments, net of tax(70)153 (230)148 
Actuarial gain on defined severance benefits, net of tax
Total other comprehensive (loss) income(69)156 (228)153 
Comprehensive (loss) income(639)187 (1,064)298 
Comprehensive (loss) income attributable to noncontrolling interests— (1)— 
Comprehensive (loss) income attributable to Coupang stockholders$(639)$188 $(1,064)$295 
The accompanying notes are an integral part of these condensed consolidated financial statements.
Coupang, Inc.
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Q2 2026 Form 10-Q
5

COUPANG, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(in millions)
June 30, 2026December 31, 2025
Assets
Cash and cash equivalents$6,110 $6,318 
Restricted cash94 94 
Accounts receivable, net363 363 
Inventories2,067 2,256 
Prepaids and other current assets626 660 
Total current assets9,260 9,691 
Property and equipment, net3,753 3,722 
Operating lease right-of-use assets2,762 2,765 
Intangible assets, net167 190 
Deferred tax assets626 596 
Long-term lease deposits and other826 823 
Total assets$17,394 $17,787 
Liabilities and equity
Accounts payable$6,328 $6,298 
Accrued expenses876 515 
Deferred revenue204 188 
Short-term borrowings1,985 960 
Current portion of long-term operating lease obligations560 545 
Other current liabilities686 851 
Total current liabilities10,639 9,357 
Long-term debt618 648 
Long-term operating lease obligations2,470 2,482 
Defined severance benefits and other680 677 
Total liabilities14,407 13,164 
Commitments and contingencies (Note 10)
Equity
Common stock— — 
Class A — shares authorized 10,000, outstanding 1,634 and 1,665
Class B — shares authorized 250, outstanding 158 and 158
Additional paid-in capital8,453 9,025 
Accumulated other comprehensive loss(609)(381)
Accumulated deficit(4,857)(4,021)
Total equity2,987 4,623 
Total liabilities and equity$17,394 $17,787 
The accompanying notes are an integral part of these condensed consolidated financial statements.
Coupang, Inc.
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Q2 2026 Form 10-Q
6

COUPANG, INC.
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
(unaudited)

Redeemable Noncontrolling InterestsClass A and Class B Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossAccumulated DeficitNoncontrolling InterestsTotal Equity
(in millions)SharesAmount
Balance as of December 31, 2024$75 1,801$— $8,736 $(404)$(4,229)$(1)$4,102 
Net income
— — — 107 110 
Foreign currency translation adjustments, net of tax(3)— — (2)— — (2)
Actuarial gain on defined severance benefits, net of tax— — — — — 
Issuance of common stock upon settlement of restricted stock units— 6— — — — — — 
Re-measurement of noncontrolling interest— (3)— — — (3)
Equity-based compensation— — 121 — — — 121 
Acquisition of noncontrolling interest(51)— 44 — — — 44 
Dividends paid to noncontrolling interest(4)— — — — — — 
Balance as of March 31, 2025$24 1,807$— $8,898 $(404)$(4,122)$$4,374 
Net income (loss)
— — — — 32 (1)31 
Foreign currency translation adjustments, net of tax— — — 153 — — 153 
Actuarial gain on defined severance benefits, net of tax— — — — — 
Issuance of common stock upon exercise of stock options— 1— — — — 
Issuance of common stock upon settlement of restricted stock units— 6— — — — — — 
Equity-based compensation— — 113 — — — 113 
Acquisition of noncontrolling interest(24)5— 11 (2)— (1)
Balance as of June 30, 2025$ 1,819$ $9,025 $(250)$(4,090)$ $4,685 
Coupang, Inc.
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Q2 2026 Form 10-Q
7

Class A and Class B Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossAccumulated DeficitTotal Equity
(in millions)SharesAmount
Balance as of December 31, 20251,823$— $9,025 $(381)$(4,021)$4,623 
Net loss— — — (266)(266)
Foreign currency translation adjustments, net of tax— — (160)— (160)
Actuarial gain on defined severance benefits, net of tax— — — 
Issuance of common stock upon exercise of stock options— — — 
Issuance of common stock upon settlement of restricted stock units6— — — — — 
Repurchase of Class A common stock(20)— (391)— — (391)
Equity-based compensation— 122 — — 122 
Balance as of March 31, 20261,809$— $8,757 $(540)$(4,287)$3,930 
Net loss— — — (570)(570)
Foreign currency translation adjustments, net of tax— — (70)— (70)
Actuarial gain on defined severance benefits, net of tax— — — 
Issuance of common stock upon settlement of restricted stock units6— — — — — 
Repurchase of Class A common stock(23)— (465)— — (465)
Equity-based compensation— 161 — — 161 
Balance as of June 30, 20261,792$ $8,453 $(609)$(4,857)$2,987 
The accompanying notes are an integral part of these condensed consolidated financial statements.
Coupang, Inc.
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Q2 2026 Form 10-Q
8

COUPANG, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Six Months Ended June 30,
(in millions)20262025
Operating activities
Net (loss) income
$(836)$145 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization288 248 
Provision for severance benefits133 115 
Equity-based compensation283 234 
Non-cash operating lease expense286 237 
Deferred income taxes(70)23 
Other137 89 
Change in operating assets and liabilities, net of acquisition:
Accounts receivable, net(26)(80)
Inventories77 (110)
Other assets(192)(276)
Accounts payable520 370 
Accrued expenses378 (55)
Other liabilities(427)(41)
Net cash provided by operating activities551 899 
Investing activities
Purchases of property and equipment(613)(538)
Proceeds from sale of property and equipment
Other investing activities(18)24 
Net cash used in investing activities(628)(512)
Financing activities
Proceeds from issuance of common stock, equity-based compensation plan
Repurchase of Class A common stock(850)— 
Proceeds from short-term borrowings and long-term debt3,082 781 
Repayment of short-term borrowings and long-term debt(2,019)(649)
Other financing activities— (27)
Net cash provided by financing activities214 108 
Effect of exchange rate changes on cash and cash equivalents and restricted cash(345)363 
Net (decrease) increase in cash and cash equivalents and restricted cash(208)858 
Cash and cash equivalents and restricted cash, as of beginning of period6,412 6,031 
Cash and cash equivalents and restricted cash, as of end of period$6,204 $6,889 
The accompanying notes are an integral part of these condensed consolidated financial statements.
Coupang, Inc.
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Q2 2026 Form 10-Q
9


COUPANG, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1.     Basis of Presentation and Summary of Significant Accounting Policies
The accompanying unaudited condensed consolidated financial statements of Coupang (collectively, “we,” “us,” or “our”) have been prepared in accordance with U.S. GAAP and applicable rules and regulations of SEC regarding interim financial reporting. The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. We based our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates.
The unaudited interim financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for fair statement of the results of the interim period. Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our 2025 Form 10-K.
Recent Accounting Pronouncements Yet To Be Adopted
In November 2024, the FASB issued ASU 2024-03 “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)”, which requires public entities to disaggregate significant expense categories within functional line items to enhance transparency and comparability in financial reporting. In January 2025, the FASB issued ASU 2025-01, which clarifies the effective date and provides additional implementation guidance for ASU 2024-03 to ensure consistent application. Both standards are effective for annual reporting periods beginning with the fiscal year ending December 31, 2027, and interim reporting periods beginning with the period ending March 31, 2028, with early adoption permitted. We are evaluating the effect of adopting these standards on our financial reporting and disclosures.
In December 2025, the FASB issued ASU 2025-11 “Interim Reporting (Topic 207) - Narrow-Scope Improvements”, which clarifies interim disclosure requirements and the applicability of Topic 270. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of adopting the standard on our financial reporting and disclosures.
2.    Net Revenues
Details of total net revenues were as follows:
Three Months Ended June 30,Six Months Ended June 30,
(in millions)
2026202520262025
Net retail sales$6,744 $6,507 $13,220 $12,595 
Third-party merchant services1,832 1,755 3,599 3,317 
Other revenue280 262 541 520 
Total net revenues$8,856 $8,524 $17,360 $16,432 
This level of revenue disaggregation takes into consideration how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Net retail sales are recognized from owned inventory product sales to consumers. Third-party merchant services represent commissions, advertising, and delivery fees earned from merchants and restaurants that sell their products through our online businesses. Other revenue includes revenue earned from our WOW membership programs and various other offerings.
Contract liabilities consist of payments in advance of delivery and customer loyalty credits, which are included in “Deferred revenue” on the condensed consolidated balance sheets. We recognized revenue of $182 million and $139 million for the six months ended June 30, 2026 and 2025, respectively, which were included in “Deferred revenue” on the consolidated balance sheets as of the beginning of the respective years.
Coupang, Inc.
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Q2 2026 Form 10-Q
10

3.    Segment Reporting
We own and operate a retail business that primarily serves the Korean retail market along with other international markets. The CODM is our CEO. We have two operating and reportable segments: Product Commerce and Developing Offerings. These segments are based on how the CODM manages the business, allocates resources, makes operating decisions and evaluates operating performance.
Product Commerce primarily includes our core Korean retail (owned inventory) and marketplace offerings (third-party merchants) and Rocket Fresh, as well as advertising products associated with these offerings. 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 WOW membership program.
Developing Offerings includes our more nascent offerings and services, including our on-demand delivery service consisting of Eats in Korea and Rocket Now in Japan, Play, fintech, our retail operations in Taiwan, as well as advertising products associated with these offerings, and also includes Farfetch. Revenues from Developing Offerings are primarily generated from Farfetch, Eats, and Taiwan.
The CODM uses two profitability measures, Segment Gross Profit and Segment Adjusted EBITDA, in assessing segment performance and allocating resources to each segment. Segment Gross Profit and Segment Adjusted EBITDA are evaluated on a monthly basis by our CODM by monitoring actual results versus prior periods. This comparison is performed to make strategic assessments and decisions regarding segment profitability, resource allocation, pricing strategies and cost optimization, and whether to reinvest profits into each of these segments or into other initiatives.
Segment Gross Profit is defined as total net revenues less cost of sales attributable to each reportable segment.
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.
We generally allocate operating expenses to the respective segments based on usage. The CODM does not evaluate segments using asset information and, accordingly, we do not report asset information by segment.
Coupang, Inc.
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Q2 2026 Form 10-Q
11

Reportable segment financial information is as follows:
Three Months Ended June 30,Six Months Ended June 30,
(in millions)
2026202520262025
Net revenues
Product Commerce$7,425 $7,334 $14,601 $14,204 
Developing Offerings1,431 1,190 2,759 2,228 
Total net revenues$8,856 $8,524 $17,360 $16,432 
Cost of sales
Product Commerce$5,157 $4,944 $10,159 $9,663 
Developing Offerings1,205 1,019 2,410 1,892 
Total cost of sales$6,362 $5,963 $12,569 $11,555 
Gross profit
Product Commerce$2,268 $2,390 $4,442 $4,541 
Developing Offerings226 171 349 336 
Total gross profit$2,494 $2,561 $4,791 $4,877 
Other segment items (1)
Product Commerce1,886 1,727 $3,702 $3,328 
Developing Offerings445 406 897 739 
Total other segment items$2,331 $2,133 $4,599 $4,067 
Segment adjusted EBITDA
Product Commerce$382 $663 $740 $1,213 
Developing Offerings(219)(235)(548)(403)
Total segment adjusted EBITDA$163 $428 $192 $810 
(1)Other segment items relate to operating, general and administrative expense, excluding depreciation and amortization, equity-based compensation expense, impairments and other items that we do not believe are reflective of our ongoing operations. The CODM does not regularly review disaggregated expense information included within “Other segment items” for any individual segment.
Reconciliations of segment profit or loss:
Three Months Ended June 30,Six Months Ended June 30,
(in millions)2026202520262025
Total gross profit2,494 2,561 $4,791 $4,877 
Operating, general and administrative(3,050)(2,412)(5,589)(4,574)
Interest expense(25)(25)(38)(48)
Interest income42 51 86 100 
Other income (expense), net19 (38)55 
(Loss) income before income taxes$(533)$194 $(788)$410 
Three Months Ended June 30,Six Months Ended June 30,
(in millions)2026202520262025
Total segment adjusted EBITDA
$163 $428 $192 $810 
Depreciation and amortization$(145)$(126)(288)(248)
Equity-based compensation(164)(113)(292)(234)
Acquisition and restructuring related losses, net— (40)— (25)
Certain administrative fines(1)
(410)— (410)— 
Interest expense(25)(25)(38)(48)
Interest income42 51 86 100 
Other income (expense), net19 (38)55 
(Loss) income before income taxes$(533)$194 $(788)$410 
Note: Amounts may not foot due to rounding.
(1)Administrative fines include only certain significant regulatory fines and penalties that Coupang does not consider to be normal operating expenses related to the Company’s ongoing operations, revenue generating activities, business strategy, industry, and regulatory environment, as discussed in Note 10 — “Commitments and Contingencies”.
Coupang, Inc.
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Q2 2026 Form 10-Q
12

4.    Defined Severance Benefits
Net periodic benefit costs consist of the following:
Three Months Ended June 30,Six Months Ended June 30,
(in millions)
2026202520262025
Current service costs$60 $52 $120 $102 
Interest cost11 
Amortization of:
Net actuarial loss
Net periodic benefit cost$66 $59 $133 $115 
5.    Income Taxes
Our tax provision for income taxes for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment. No income tax benefit was accrued for certain jurisdictions where we anticipate incurring a loss during the full fiscal year as the related deferred tax assets were fully offset by a valuation allowance. Our resulting effective tax rate differs from the applicable statutory rate, primarily due to tax credits, U.S. taxes on foreign earnings such as the inclusion of the NCTI provisions, the valuation allowance against deferred tax assets in loss making jurisdictions, and other permanent differences.
Our tax provision for income taxes for the three and six months ended June 30, 2026 was unfavorably impacted by losses before income taxes in certain jurisdictions for which we receive no tax benefit and certain non-deductible administrative fines discussed in Note 10 — "Commitments and Contingencies", resulting in a negative effective tax rate.
The realization of our deferred tax assets primarily depends on the generation of future taxable income. Based on our current assessment, it is possible that our future results of operations in the U.S. could result in the need to record an additional valuation allowance against our U.S. deferred tax assets within the next 12 months. We continue to monitor the realizability of our deferred tax assets on a quarterly basis and will adjust the valuation allowance in the period where evidence indicates that it is more likely than not that these assets will not be realized.
In June 2026, the NTS completed an audit of the income tax and value added tax filings of certain of our Korean operating subsidiaries with respect to the 2021 to 2025 tax years and issued notices of the tax audit results. The notices primarily focused on transfer pricing and transactions between our Korean subsidiaries, Coupang Corp. and CFS. While we file a consolidated corporate income tax return in Korea, the notices propose disallowing income tax deductions for services provided by CFS to Coupang Corp. and other tax adjustments. In the notices, the NTS is seeking an additional tax payment, including penalties and interest, of approximately $208 million. We disagree with the proposed adjustments and intend to vigorously defend our positions through available administrative remedies and, if necessary, judicial proceedings. We concluded, based on the technical and legal merits of our tax positions, that it is more likely than not our tax positions will ultimately be sustained on appeal. Based on the information currently available, we do not anticipate a significant increase or decrease to our income tax contingencies for the issues described in the notices within the next 12 months.
As of June 30, 2026, we believe our allowances for income tax contingencies are adequate. We believe that adequate amounts have been reserved in accordance with ASC 740 for any adjustments to the provision for income taxes or other tax items that may ultimately result from these audits. When performing our evaluation, we consulted with outside advisors, and we reviewed and considered relevant laws, rules, and regulations, including, but not limited to, relevant case law. We also considered our intention to vigorously defend our positions and assert our various well-founded legal claims through every available avenue of appeal.
6.    Earnings per Share
Basic earnings per share is computed by dividing net income attributable to Coupang stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to Coupang stockholders by the weighted-average number of shares of common stock and potentially dilutive common stock outstanding during the period.
We have two classes of common stock outstanding, Class A common stock and Class B common stock, with equal rights to dividends and income. Earnings per share attributable to Coupang stockholders are therefore the same for Class A and Class B common stock, both on an individual and combined basis.
Coupang, Inc.
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Q2 2026 Form 10-Q
13

The following table presents the calculation of basic and diluted earnings per share attributable to Coupang stockholders:
Three Months Ended June 30,Six Months Ended June 30,
(in millions, except per share amounts)
2026202520262025
Numerator:
Net (loss) income attributable to Coupang stockholders
$(570)$32 $(836)$139 
Denominator:
Weighted-average shares used in computing net income per share attributable to Class A and Class B common stockholders:
Basic1,799 1,817 1,812 1,812 
Dilutive effect of equity compensation awards— 38 — 35 
Diluted1,799 1,855 1,812 1,847 
Earnings per share:
Basic$(0.32)$0.02 $(0.46)$0.08 
Diluted$(0.32)$0.02 $(0.46)$0.08 
Anti-dilutive shares22 — 24 — 
Note: Amounts may not foot due to rounding.
7.    Fair Value Measurement
Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are reported in one of the three levels reflecting the significant inputs used to determine fair value.
The following table summarizes our financial assets and financial liabilities that are measured at fair value on a recurring basis:
(in millions)
ClassificationMeasurement LevelJune 30, 2026December 31, 2025
Financial assets
Money market trustCash and cash equivalentsLevel 1$2,514 $2,262 
Money market fundCash and cash equivalentsLevel 1$621 $548 
Money market trustRestricted cashLevel 1$91 $90 
8.    Supplemental Financial Information
Supplemental Disclosure of Cash Flow Information
Six Months Ended June 30,
(in millions)20262025
Supplemental disclosure of cash flow information
Cash paid for income taxes, net of refunds$232 $74 
Cash paid for the amount used to measure the operating lease liabilities$363 $291 
Operating lease assets obtained in exchange for lease obligations$370 $368 
Net increase to operating lease right-of-use assets resulting from remeasurements of lease obligations$73 $235 
Non-cash investing and financing activities
(Decrease) increase in property and equipment-related accounts payable$(53)$60 
Coupang, Inc.
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Q2 2026 Form 10-Q
14

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown within the consolidated statements of cash flows:
(in millions)June 30, 2026December 31, 2025
Current assets
Cash and cash equivalents$6,110 $6,318 
Restricted cash94 94 
Total cash, cash equivalents, and restricted cash$6,204 $6,412 
Supplier Financing Arrangements
Confirmed invoices owed to financial institutions under supplier financing arrangements were as follows:
(in millions)June 30, 2026December 31, 2025
Amounts included in accounts payable$475 $485 
Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) includes all changes in equity during a period that have yet to be recognized in income. The major components are foreign currency translation adjustments and actuarial gains (losses) on our defined severance benefits. As of June 30, 2026 and December 31, 2025, the ending balance in accumulated other comprehensive income (loss) related to foreign currency translation adjustments was $(527) million and $(297) million, respectively, and the amount related to actuarial losses on defined severance benefits was $(82) million and $(84) million, respectively.
Stock Repurchase Program
Our Board of Directors authorized a stock repurchase program for our outstanding shares of Class A common stock. 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. During the three and six months ended June 30, 2026, we repurchased 23.2 million and 43.7 million shares of Class A common stock for an aggregate amount of $459 million and $850 million, excluding excise taxes, respectively. As of June 30, 2026, we had $907 million of availability remaining under the stock repurchase program.
9.    Short-term Borrowings and Long-term Debt
Short-term Borrowings
Revolving Credit Facility
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 Term SOFR, plus an applicable margin ranging from 0.75% to 1.25%. The Revolving Credit Facility contains customary affirmative and negative covenants, including certain financial covenants. During the six months ended June 30, 2026, we borrowed $750 million under the Revolving Credit Facility for general operating purposes and $750 million was outstanding as of June 30, 2026 and is included in “Short-term borrowings”.
Other Credit Facilities
In June 2026, certain of our Korean subsidiaries entered into new unsecured revolving credit facilities with maturity dates in June 2027 and amended an existing credit arrangement with a maturity date in April 2027. The facilities are available for general working capital purposes and provide for aggregate borrowing capacity of approximately $193 million. Borrowings bear interest at floating rates ranging from the Korean certificate of deposit rate plus 1.20% to plus 1.50%. These revolving credit facilities contain customary terms and conditions, including certain affirmative and negative covenants. As of June 30, 2026, there were no amounts outstanding under any of these facilities. During the six months ended June 30, 2026, certain other subsidiaries entered into various unsecured borrowings under other revolving credit facilities, the majority of which mature within twelve months. These credit facilities contain customary affirmative and negative covenants, including certain financial covenants.
Under all other credit facilities, total borrowing capacity at June 30, 2026 was $1.6 billion and aggregate outstanding borrowings totaled $1.2 billion with a weighted average interest rate of 2.89%.
Coupang, Inc.
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Q2 2026 Form 10-Q
15

Long-term Debt
Our long-term debt is recorded at amortized cost. The fair value is estimated using Level 2 inputs based on our current interest rates for similar types of borrowing arrangements. The carrying amount of long-term debt approximates its fair value as of June 30, 2026 and December 31, 2025 due primarily to the interest rates approximating market interest rates.
We were in compliance with the financial covenants for each of our borrowings and debt agreements as of June 30, 2026.
10.    Commitments and Contingencies
Commitments
Long-term contractual commitments primarily include operating leases, long-term debt, and unconditional purchase obligations. Unconditional purchase obligations include legally binding contracts with terms in excess of one year that are not reflected on the consolidated balance sheets. These contractual commitments primarily relate to purchases of technology-related services, fulfillment center construction contracts, content, and software licenses. For contracts with variable terms, we do not estimate the total obligation beyond any minimum pricing as of the reporting date.
Legal Matters
From time to time, we may become party to litigation and other legal proceedings, including regulatory proceedings, tax and other government inquiries, and investigations that arise in the ordinary course of business. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages. Additionally, we are required to comply with laws and regulations, including tax laws, that currently apply or may become applicable to our operations in the United States, Korea, and other jurisdictions, and we regularly become subject to new laws and regulations in the jurisdictions in which we operate. The requirements for complying with these obligations may be uncertain and subject to interpretation and enforcement by regulatory and other authorities, and any failure or perceived failure to comply with such obligations could eventually lead to asserted legal or regulatory action.
We assess the likelihood of any adverse judgments or outcomes with respect to these matters and determine loss contingency assessments on a gross basis after assessing the probability of incurrence of a loss and whether a loss is reasonably estimable. In addition, we consider other relevant factors that could impact our ability to reasonably estimate a loss. A determination of the amount of reserves required, if any, for these contingencies is made after analyzing each matter. Our reserves may change in the future due to new developments or changes in strategy in handling these matters. We recognize estimated losses from contingencies when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. We disclose material contingencies when we believe that a loss is at least reasonably possible.
The ultimate outcome of these matters, such as whether the likelihood of loss is remote, reasonably possible, or probable or if and when the possible range of loss is reasonably estimable, is inherently uncertain. Therefore, if one or more of these matters were resolved against us for amounts that materially differ from management's estimates of losses, it could have a favorable or unfavorable impact on our results of operations and financial condition. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.
Unless otherwise noted, with respect to the matters described below that do not include an estimate of the amount of loss or range of possible loss, such losses or range of possible losses either cannot be estimated or are not individually material, but we believe there is a reasonable possibility that they may be material in the aggregate. For information regarding income tax contingencies, see Note 5 — "Income Taxes".
Coupang, Inc.
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Q2 2026 Form 10-Q
16

Securities and Other Actions
On August 26, 2022, a putative class action was filed on behalf of all purchasers of Coupang Class A common stock pursuant and/or traceable to Coupang’s registration statement issued in connection with our initial public offering. New York City Public Pension Funds v. Coupang, Inc. et al., formerly Choi v. Coupang, Inc. et al., was brought against Coupang and certain of its former and current directors, current officers, and certain underwriters of the offering. The action was filed in the United States District Court for the Southern District of New York alleging inaccurate and misleading or omitted statements of material fact in Coupang's Registration Statement in violation of Sections 11, 12, and 15 of the Securities Act. The action was amended in May 2023, and added allegations of securities fraud under Sections 10 and 20 of the Exchange Act. The action seeks unspecified compensatory damages, attorneys’ fees, and reasonable costs and expenses. Between August and December 2023, three separate stockholders’ derivative actions were filed in the United States District Court for the Southern District of New York and in December 2024 and March 2025, derivative actions were filed in Delaware Chancery Court, in each case against certain of Coupang’s former and current directors and current officers. Coupang was named as a nominal defendant in the various derivative actions. Aside from the aforementioned actions, there have been additional Delaware Section 220 records inspection demands. These derivative actions and related demands purport to assert claims on behalf of Coupang and make substantially similar factual allegations to New York City Public Pension Funds v. Coupang, Inc. et al., bringing claims for, among other things, breach of fiduciary duty, unjust enrichment, and violations of securities laws. The actions seek compensatory damages, governance reforms, and other relief. On September 10, 2025, the Court dismissed New York City Public Pension Funds v. Coupang, Inc. et al. in its entirety without leave to amend. The plaintiffs filed a notice of appeal on October 10, 2025, and the appeal is awaiting the court’s decision. We intend to continue to vigorously defend the claims and the appeal. A reasonable estimate of the amount of any possible loss or range of loss cannot be made at this time. Accordingly, we can provide no assurances as to the scope and outcome of these matters and no assurances as to whether our business, financial position, results of operations or cash flows will not be materially adversely affected. In February and March 2025, we received demands on our Board of Directors alleging claims similar to those in the class and derivative actions and demanding civil actions by our Board of Directors against certain current and former directors and officers. Those demands have been provided to our Board of Directors to evaluate.
In November 2025, Coupang became aware of a data incident involving unauthorized access to customer accounts by a former employee (the “Incident”). On January 6, 2026, a putative securities class action was filed against Coupang and certain of its officers and directors, as well as Coupang Corp., in the United States District Court for the Western District of Washington on behalf of persons who purchased or acquired shares of Coupang Class A common stock between May 7, 2025 and December 16, 2025. This action, Lee and Park v. Coupang, Inc., alleges false and misleading statements related to the Incident in violation of Section 10(b) and 20(a) of the Exchange Act and Rule 10b-5 of the Exchange Act. The action seeks unspecified damages, attorney’s fees, and other costs and expenses. On January 6, 2026, a stockholder derivative action, Warga v. Bom Kim, et. al., was filed in the United States District Court for the Northern District of California and on March 24, 2026, a derivative action, Wilson v. Coupang, was filed in the Western District of Washington. The derivative actions, which are based on the Incident, were filed against Coupang’s directors and certain of its officers, and against Coupang as a nominal defendant. They assert claims for breach of fiduciary duty and violations of securities laws and seek various remedies, including damages and improvements to governance and procedures. On February 6, 2026, a putative class action was filed in the United States District Court for the Eastern District of New York. This action, Lee and Park, v. Coupang, Inc. and Bom Kim, was also based on the Incident but alleges negligence, unjust enrichment, and violations of New York law on the part of Coupang and Mr. Kim related to allegedly being responsible for and overseeing data security for Coupang. The action seeks damages for all U.S. and Korean residents whose data was compromised. A reasonable estimate of the amount of any possible loss or range of loss resulting from the putative class actions or the stockholder derivative actions cannot be made at this time. Accordingly, we can provide no assurances as to the scope and outcome of these matters and no assurances as to whether our business, financial position, results of operations or cash flows will not be materially adversely affected. We intend to vigorously defend against these related actions. Aside from the aforementioned actions, there have been additional demands on our Board of Directors and a Delaware Section 220 records inspection demand based on the Incident. These demands are currently being evaluated.
Competition-Related Matters
In June 2021, the KFTC initiated an investigation into a potential violation of the Monopoly Regulation and Fair Trade Act by two of our Korean subsidiaries, Coupang Corp. and CPLB, including certain alleged treatment of private labelled products provided by CPLB. In June 2024, the KFTC publicly announced that as a result of their investigation, they determined that Coupang Corp.’s product rankings disclosure violated Korean law (a regulatory finding subject to judicial review), and that they would impose an administrative fine on Coupang Corp., direct Coupang Corp. and CPLB to take certain related corrective actions, and refer the matter for criminal prosecution. In the second quarter of 2024, we accrued an administrative fine of approximately $121 million. Coupang Corp. will pay the administrative fine in six installments over two years and made the first payment in October 2024 and the last payment in June 2026.
In August 2024, Coupang Corp. and CPLB received the KFTC’s formal written decision, and in September 2024, Coupang Corp. and CPLB appealed such decision. That appeal is pending. Hearings of the administrative litigation action were held in November 2024, March 2025, June 2025, July 2025, September 2025, November 2025, April 2026, June 2026, and a ninth hearing is scheduled for September 2026. Coupang Corp. and CPLB also filed a preliminary injunction with the Seoul High Court to stay the fine and corrective orders during the pendency of the appeal. In October 2024, the Seoul High Court granted Coupang Corp.’s and
Coupang, Inc.
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Q2 2026 Form 10-Q
17

CPLB’s request for suspension of the KFTC’s corrective orders, but dismissed the request for a stay of the KFTC’s administrative fine. The KFTC subsequently appealed the Seoul High Court’s decision to grant a suspension of the corrective orders and in February 2025, the Supreme Court of Korea dismissed the KFTC’s appeal. In November 2024, in response to the KFTC’s criminal referral, the Seoul Eastern District Prosecutors’ Office initiated a criminal investigation into Coupang Corp. and CPLB. The Seoul Eastern District Prosecutors’ Office issued an indictment dated May 1, 2025, on the same underlying facts as the administrative case. The criminal trial proceedings have begun at the Seoul Eastern District Court. Hearings for the criminal trial proceedings occurred in October 2025, December 2025, March 2026, May 2026, July 2026, and the next hearing is scheduled for August 2026. The maximum penalty under the indictment is a fine of approximately $200,000. We intend to vigorously defend against these charges in court.
In September 2024, the KFTC began an investigation of Coupang Corp. related to potential violations of Korea’s Fair Trade Act concerning the bundling of Eats benefits with the WOW membership. The KFTC issued an examiner’s report in October 2025 arguing that such bundling is impermissible under the Fair Trade Act. In the event Coupang is ultimately found to have acted in violation of the law, a fine could be imposed and Coupang may be required to separate the Eats benefit from the WOW membership and customers would need to purchase this benefit separately. Coupang submitted its response to the examiner’s report and a KFTC hearing is tentatively scheduled to take place in September 2026.
The KFTC and other regulators are also investigating Coupang Corp. and its subsidiaries on other matters.
Under Korean law, if violations are identified in the investigations, these can be resolved through civil, administrative, or criminal proceedings. The ultimate case resolution could include fines, orders to alter our processes or procedures, and criminal investigations or charges against individuals or us. We cannot reasonably estimate any penalties, loss, or range of loss that may arise from these investigations. Accordingly, we can provide no assurance as to the scope and outcome of these matters and no assurance as to whether our business, financial position, results of operations, or cash flows will not be materially adversely affected.
Privacy-Related Matters
In connection with the Incident, Coupang completed its investigation with the support of external forensic experts and shared the results of the investigation with Korean regulators. Korean regulators have also initiated ongoing investigations with which Coupang is fully cooperating.
On June 10, 2026, the PIPC announced an administrative fine for Coupang Corp. of approximately $278 million, related to the Incident and directed Coupang Corp. to implement certain corrective measures relating to the Incident.
On June 10, 2026, the PIPC also announced a separate administrative fine for Coupang Corp. of approximately $132 million, unrelated to the Incident, alleging that Coupang Corp. violated the PIPA in connection with the collection and storage of data related to a third-party advertising program. The PIPC also directed Coupang Corp. to take certain corrective actions related to this matter.
The PIPC has not yet issued its formal written decisions with respect to the fines, which are expected in due course. Accordingly, the final findings, administrative fine amounts and corrective measures may differ from those reflected in the PIPC’s announcement.
The PIPC’s regulatory findings and penalties are subject to judicial review. Coupang Corp. intends to vigorously pursue judicial relief in the Seoul Administrative Court. Payments to the PIPC are not automatically stayed during an appeal and are not deductible for income tax purposes. During the second quarter of 2026, we recorded a $410 million accrual for the administrative fines announced by the PIPC, included in accrued expenses and recognized within operating, general and administrative expenses.
Other Matters
We believe that the Incident has increased the Korean government’s focus on our business and may continue to result in additional expenses, including from remediation, inquiries, enforcement actions, and litigation. Investigations by Korean authorities have resulted in criminal complaints against certain of our current and former executives and employees. In addition to the fines and corrective actions already imposed, Korean authorities and regulators may potentially impose additional financial penalties or require that we take certain additional corrective actions. At this time, we cannot determine the outcome of any additional inquiries, enforcement actions, or litigation, or reasonably estimate any amount of losses or range of losses that may result from such additional actions. We can provide no assurance as to the scope or outcome of any additional inquiries, enforcement actions, or litigation and no assurance as to whether our business, financial position, results of operations, or cash flows will not be materially adversely affected.
Coupang, Inc.
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Q2 2026 Form 10-Q
18

11.    Subsequent Event
Fulfillment Center Fire
In July 2026, a fire occurred at one of our leased fulfillment centers located in Incheon, Korea (the “Incheon FC Fire”), resulting in significant damage to the facility and related leasehold improvements, equipment, and inventory. We currently estimate the total carrying value of owned inventory and fixed assets at the facility prior to the fire, as well as our obligation to sellers relating to their inventory stored in the facility, to be approximately $246 million. We maintain property and liability insurance coverage for various insured events, including fires, and intend to pursue available claims. We may incur additional liabilities and costs related to the fire that are currently unknown or unquantifiable, including, but not limited to, damage to, and loss of use of, the facility, remediation costs, regulatory penalties, litigation, and other losses. We are still evaluating the extent of losses and are unable to reasonably estimate the financial impact at this time. Losses from the Incheon FC Fire will be recognized beginning in the third quarter of 2026.
Coupang, Inc.
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Q2 2026 Form 10-Q
19

Glossary
We use terms throughout this Form 10-Q that are specific to Coupang or that are abbreviations that may not be commonly known or used. Below is a list of these terms used in this Form 10-Q and our 2025 Form 10-K.
Term
Definition
2021 Plan*
Our 2021 Equity Incentive Plan
AI
Artificial intelligence
ASU
Accounting Standards Update
Brand*
Our Coupang brand or our associated brands and marks
CEO
Chief Executive Officer
CFO
Chief Financial Officer
CFS*Coupang Fulfillment Services, Ltd, a wholly-owned subsidiary of Coupang Corp.
CISO
Chief Information Security Officer
CODM
Chief Operating Decision Maker
common stock
Class A common stock and Class B common stock, collectively
Coupang*
Coupang, Inc. together with its consolidated subsidiaries
Coupang Corp.*
Our wholly-owned Korean subsidiary
CPLB*
Coupang Private Label Brands
Eats*
Our third-party merchant order and on-demand delivery services in Korea
EBITDA
Earnings before interest, taxes, depreciation, and amortization
EFTA
Korea’s Electronic Financial Transactions Act
Exchange Act
Securities Exchange Act of 1934, as amended
Farfetch*
Our global luxury fashion marketplace
FASB
Financial Accounting Standards Board
FC Fire*
A fire extensively damaged our Deokpyeong fulfillment center in June 2021
FLC*
Our fulfillment and logistics by Coupang offering
Form 10-K
Annual Report on Form 10-K
Form 10-Q
Quarterly Report on Form 10-Q
Incheon FC Fire*
A fire significantly damaged our Incheon fulfillment center in July 2026
Incident*
A data incident involving unauthorized access to customer accounts that we became aware of in November 2025
IP
Intellectual property
KFTC
Korea Fair Trade Commission
Korea
Republic of Korea
KRW
Korean Won
LP
Limited Partnership
NCTINet Controlled Foreign Corporation Tested Income
NOL
Net operating loss
NTS
Korea National Tax Service
NYSE
New York Stock Exchange
OECD
Organization for Economic Co-operation and Development
Pay*
Our digital financial services offering in Korea that provides our customers with convenient payment processing
PIPA
Korea’s Personal Information Protection Act
PIPCKorea’s Personal Information Protection Commission
Play*
Our online content streaming service in Korea
Revolving Credit Facility*
Our five-year revolving credit agreement entered into in June 2025
Rocket Delivery*
Our free next-day delivery service
Rocket Fresh*
Our fresh grocery delivery services
Rocket Now*
Our third-party merchant order and on-demand delivery services in Japan
ROU
Right-of-use
RSU
Restricted stock unit
Coupang, Inc.
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Q2 2026 Form 10-Q
20

SEC
U.S. Securities and Exchange Commission
Serious Accidents Act
Korea’s Act on Punishment for Serious Accidents
Securities Act
Securities Act of 1933, as amended
Term SOFR
Term secured overnight financing rate
U.S.
United States of America
USD
U.S. dollar
U.S. GAAP
Accounting principles generally accepted in the U.S.
_____________
*
Indicates company-specific terms

Coupang, Inc.
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Q2 2026 Form 10-Q
21

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Form 10-Q, as well as our audited consolidated financial statements included in our 2025 Form 10-K. 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-Q. As a result of many factors, including, without limitation, those factors set forth in the “Risk Factors” section of our 2025 Form 10-K and the “Risk Factors” section of subsequent Form 10-Qs, 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. In the following discussion and analysis, amounts may not foot due to rounding.
Page
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. Headquartered in the United States, Coupang has operations and support services in geographies including Korea, Taiwan, Singapore, China, India, Japan, and Europe. 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. Our unique end-to-end integrated fulfillment, logistics, and technology network enables Rocket Delivery, which provides free, next-day delivery for orders placed anytime of the day, even seconds before midnight—for millions of products across Korea and Taiwan. Our structural advantages from complete end-to-end integration, investments in technology, and scale economies generate higher efficiencies that allow us to pass savings to customers in the form of lower prices. The capabilities we have built provide us with opportunities to expand into other offerings and geographies.
Data Incident and Customer Compensation Program
In November 2025, Coupang became aware of the Incident. For additional information, see Part I, Item 1A. “Risk Factors,” Part I, Item 1C. “Cybersecurity,” and Note 14 — "Commitments and Contingencies" to the consolidated financial statements included in Part II, Item 8 of our 2025 Form 10-K.
In December 2025, Coupang Corp. announced a customer compensation program to issue approximately $1.2 billion worth of vouchers, beginning in January 2026, to customers who were notified of the Incident at the end of November 2025 that were redeemable for future Coupang purchases. These vouchers are reflected as reductions to the selling price and revenue recognized on each corresponding transaction as they are redeemed. Voucher redemption concluded in mid-April 2026.
We believe that the Incident has increased the Korean government’s focus on our business and may continue to result in additional expenses, including from remediation, inquiries, enforcement actions, and litigation. See Note 10 — “Commitments and Contingencies” to the condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for information on recent administrative fines.
Fulfillment Center Fire
In July 2026, a fire occurred at one of our leased fulfillment centers located in Incheon, Korea (the “Incheon FC Fire”). We are assessing the impact of the fire on our business, results of operations, and financial conditions. See Note 11 — "Subsequent Event" to the condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for information.
The Incheon FC Fire has not had a material impact on our third quarter revenue generation or ability to meet customer demand, nor do we expect a significant disruption to our ability to meet future customer demand.
Coupang, Inc.
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Q2 2026 Form 10-Q
22

Segment Information
Our segments reflect the way we evaluate our business performance and manage operations. See Note 3 — "Segment Reporting" to the condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.
Product Commerce primarily includes our core Korean retail (owned inventory) and marketplace offerings (third-party merchants) and Rocket Fresh, as well as advertising products associated with these offerings. 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 WOW membership program.
Developing Offerings includes more nascent offerings and services, including our on-demand delivery service consisting of Eats in Korea and Rocket Now in Japan, Play, fintech, our retail operations in Taiwan, as well as advertising products associated with these offerings, and also includes Farfetch. Revenues from Developing Offerings are primarily generated from Farfetch, Eats, and Taiwan.
Coupang, Inc.
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Q2 2026 Form 10-Q
23

Key Financial and Operating Highlights:
(in millions)
Three Months Ended June 30,% ChangeSix Months Ended June 30,% Change
2026202520262025
Total net revenues$8,856 $8,524 %$17,360 $16,432 %
Total net revenues, constant currency(1)
$9,404 10 %$17,940 %
Gross profit(2)
$2,494 $2,561 (3)%$4,791 $4,877 (2)%
Net (loss) income(4)
$(570)$31 
NM(3)
$(836)$145 
NM(3)
Net (loss) income margin
(6.4)%0.4 %(4.8)%0.9 %
Adjusted EBITDA(1)
$163 $428 (62)%$192 $810 (76)%
Adjusted EBITDA margin(1)
1.8 %5.0 %1.1 %4.9 %
Net cash provided by operating activities
$367 $545 (33)%$551 $899 (39)%
Free cash flow(1)
$51 $247 (79)%$(59)$363 
NM(3)
Segment adjusted EBITDA:
Product Commerce$382 $663 (42)%$740 $1,213 (39)%
Developing Offerings$(219)$(235)
NM(3)
$(548)$(403)
NM(3)
Trailing Twelve Months Ended June 30,
% Change
(in millions)
20262025
Net cash provided by operating activities
$1,425 $1,909 (25)%
Free cash flow(1)
$105 $784 (87)%
(1)Total net revenues, constant currency; total net revenues growth, constant currency; adjusted EBITDA; adjusted EBITDA margin; and free cash flow are non-GAAP measures. See “Non-GAAP Financial Measures” below for the reconciliation of the non-GAAP measures with their comparable amounts prepared in accordance with U.S. GAAP.
(2)Gross profit is calculated as total net revenues minus cost of sales.
(3)Non-meaningful.
(4)Net loss for the three and six months ended June 30, 2026 includes certain administrative fines of approximately $410 million.
Key Business Metrics
Three Months Ended
Net revenues per Product Commerce Active Customer
June 30,
March 31,
2026
$301 $300 
2026 - constant currency
$321 $303 
2025$307 $294 
Percentage change
(2)%%
Percentage change - constant currency
%%
(in millions)Three Months Ended
Product Commerce Active Customers
June 30,
March 31,
202624.7 23.9 
202523.9 23.4 
Percentage change
%%
We experienced a lower year-over-year growth rate in Product Commerce Active Customers in the first and second quarters of 2026 primarily due to the impact of the Incident.
Coupang, Inc.
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Q2 2026 Form 10-Q
24

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. A key driver of growth is increasing the frequency and the level of spend of customers who are shopping on our Product Commerce apps or websites. We therefore view net revenues per Product Commerce Active Customer as a key indicator of engagement and retention of our customers and our ability to drive future revenue growth, though there may be a short-term dilutive impact when a large number of new Product Commerce Active Customers are added in a recent period.
Constant currency net revenues per Product Commerce Active Customer is the total Product Commerce net revenues generated in a period translated using the prior period exchange rate to exclude the effect of foreign exchange rate movements divided by the total number of Product Commerce Active Customers in that period. Constant currency net revenues per Product Commerce Active Customer is a key indicator to evaluate net revenues per Product Commerce Active Customer between periods as it excludes the effects of foreign currency volatility that are not indicative of customer engagement and retention.
Product Commerce Active Customers
A customer is anyone who has created an account on our apps or websites, identified by a unique email address. 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. 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. We view the number of Product Commerce Active Customers as an indicator of future growth in our net revenue, the reach of our network, the awareness of our brand, and the engagement of our customers.
Results of Operations
Three Months Ended June 30,Six Months Ended June 30,
(in millions)20262025% Change20262025% Change
Net retail sales$6,744 $6,507 %$13,220 $12,595 %
Net other revenue2,112 2,017 %4,140 3,837 %
Total net revenues8,856 8,524 4 %17,360 16,432 6 %
Cost of sales6,362 5,963 %12,569 11,555 %
Operating, general and administrative3,050 2,412 26 %5,589 4,574 22 %
Total operating cost and expenses9,412 8,375 12 %18,158 16,129 13 %
Operating (loss) income(556)149 
NM(1)
(798)303 
NM(1)
Interest income42 51 (18)%86 100 (14)%
Interest expense(25)(25)— %(38)(48)(21)%
Other income (expense), net19 (68)%(38)55 
NM(1)
(Loss) income before income taxes(533)194 
NM(1)
(788)410 
NM(1)
Income tax expense37 163 (77)%48 265 (82)%
Net (loss) income$(570)$31 
NM(1)
$(836)$145 
NM(1)
(1)Non-meaningful.
Total Net Revenues
We categorize our total net revenues as (1) net retail sales and (2) net other revenue. Total net revenues incorporate reductions for estimated returns, promotional discounts, and earned loyalty rewards and exclude amounts collected on behalf of third parties, such as value added taxes. We periodically provide customers with promotional discounts to retail prices, such as percentage discounts and other similar offers, to incentivize increased customer spending and loyalty. These promotional discounts are discretionary and are reflected as reductions to the selling price and revenue recognized on each corresponding transaction. Loyalty rewards are offered as part of revenue transactions to all retail customers, whereby rewards are earned as a percentage of each purchase, for the customer to apply towards the purchase price of a future transaction. 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. The amount of the deferred revenue related to these loyalty rewards is not material.
Coupang, Inc.
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Q2 2026 Form 10-Q
25

Three Months Ended June 30,% ChangeSix Months Ended June 30,% Change
(in millions)20262025As ReportedConstant Currency20262025As ReportedConstant Currency
Net retail sales$6,744 $6,507 %10 %$13,220 $12,595 %%
Net other revenue2,112 2,017 %11 %4,140 3,837 %12 %
Total net revenues$8,856 $8,524 4 %10 %$17,360 $16,432 6 %9 %
Net retail sales represent the majority of our total net revenues which we earn from online product sales of our owned inventory to customers. 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. 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 programs, which is also included in net other revenue.
The following table presents our total net revenues by segment.
Three Months Ended June 30,% ChangeSix Months Ended June 30,% Change
(in millions)20262025As ReportedConstant Currency20262025As ReportedConstant Currency
Product Commerce$7,425 $7,334 %%$14,601 $14,204 %%
Developing Offerings1,431 1,190 20 %24 %2,759 2,228 24 %25 %
Total net revenues$8,856 $8,524 4 %10 %$17,360 $16,432 6 %9 %
The increase in Product Commerce net revenues for the three and six months ended June 30, 2026 is primarily due to a 5% growth in total net revenues per Product Commerce Active Customer, excluding effects of foreign exchange rates, driven by increased customer engagement within and across more product categories and a 3% increase in our Product Commerce Active Customers. The growth rates for the three and six months ended June 30, 2026 were negatively affected by the Incident’s impact on the growth rate in Product Commerce Active Customers, as well as 7% and 4% from the negative effect of foreign exchange rates, respectively.
The increase in Developing Offerings net revenues for the three and six months ended June 30, 2026 is primarily due to an increase in total net revenues from our growth initiatives, as we are seeing greater levels of customer engagement in these early-stage offerings.
Cost of Sales
Three Months Ended June 30,
Change
Six Months Ended June 30,
Change
(in millions)2026202520262025
Cost of sales
$6,362 $5,963 $399 $12,569 $11,555 $1,014 
As a percentage of revenues
71.8 %70.0 %1.8 %72.4 %70.3 %2.1 %
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. Additionally, cost of sales includes outbound shipping and logistics-related expenses, delivery costs from our restaurant delivery business, and depreciation and amortization expense.
Cost of sales increased mainly due to higher volume from increased sales and customer demand. Cost of sales as a percentage of revenue increased primarily due to an increase for Product Commerce from 67.4% and 68.0% for the three and six months ended June 30, 2025 to 69.5% and 69.6% for the three and six months ended June 30, 2026, primarily from the impact of the Incident, including increased costs in supply chain management and a higher rate of customer discounts. The increase in cost of sales as a percentage of revenue for three months ended June 30, 2026 is partially offset by the decrease for Developing Offerings from 85.6% for the three months ended June 30, 2025 to 84.2% for the three months ended June 30, 2026, resulting from improvements in various offerings, most notably Taiwan. Contributing to the increase in cost of sales as a percentage of revenue for the six months ended June 30, 2026 is the increase for Developing Offerings from 84.9% for the six months ended June 30, 2025 to 87.4% for the six months ended June 30, 2026, which is primarily driven by an increase in costs of sales relative to the growth in revenue as well as growth in certain Developing Offerings initiatives operating with lower margins over the six-month period. We expect cost of sales as a percentage of revenue to remain elevated over the near term as we recover from the Incident.
Coupang, Inc.
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Q2 2026 Form 10-Q
26

Operating, General and Administrative Expenses
Three Months Ended June 30,
Change
Six Months Ended June 30,
Change
(in millions)2026202520262025
Operating, general and administrative expenses
$3,050 $2,412 $638 $5,589 $4,574 $1,015 
As a percentage of revenues
34.4 %28.3 %6.1 %32.2 %27.8 %4.4 %
Operating, general and administrative expenses include all our operating costs excluding cost of sales, as described above. More specifically, these expenses include costs incurred in operating and staffing our fulfillment centers (including costs attributed to receiving, inspecting, picking, packaging, and preparing customer orders), customer service-related costs, payment processing fees, costs related to the design, execution, and maintenance of our technology infrastructure and online offerings, advertising costs, general corporate function costs, and depreciation and amortization expense.
The increase in operating, general and administrative expenses for the three and six months ended June 30, 2026 primarily reflects the impact of certain administrative fines of approximately $410 million as well as increases in fulfillment, technology, and marketing costs to support our continued growth. The administrative fines increased operating, general and administrative expenses as a percentage of revenue by 4.6% and 2.4% for the three and six months ended June 30, 2026, respectively. The remaining increase is due to the lower rate of revenue growth as a result of the Incident. We expect operating, general and administrative expenses as a percentage of revenue to remain elevated over the near term as we recover from the Incident.
Interest Expense
Interest expense primarily consists of interest on our short-term borrowings and long-term debt.
Interest expense remained flat compared to the three months ended June 30, 2025 and decreased $10 million compared to the six months ended June 30, 2025, respectively, due to the interest expense in the prior year periods associated with the Farfetch syndicated term loans that were redeemed in July 2025.
Interest Income
Interest income primarily consists of interest earned on our deposits held with financial institutions.
Interest income for the three and six months ended June 30, 2026 decreased slightly when compared with the prior year periods.
Income Taxes
Three Months Ended June 30,Six Months Ended June 30,
(in millions)20262025
Change
20262025
Change
Income tax expense$37 $163 $(126)$48 $265 $(217)
Effective tax rate(6.9)%84.0 %(91.0)%(6.1)%64.6 %(70.7)%
Our tax provision for income taxes for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment. No income tax benefit was accrued for certain jurisdictions where we anticipate incurring a loss during the full fiscal year as the related deferred tax assets were fully offset by a valuation allowance. Our resulting effective tax rate differs from the applicable statutory rate, primarily due to tax credits, U.S. taxes on foreign earnings such as the inclusion of the NCTI provisions, the valuation allowance against deferred tax assets in loss making jurisdictions, and other permanent differences.
Our tax provision for income taxes for the three and six months ended June 30, 2026 was unfavorably impacted by losses before income taxes in certain jurisdictions for which we receive no tax benefit and certain non-deductible administrative fines discussed in Note 10 — "Commitments and Contingencies" to the condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q, resulting in a negative effective tax rate.
The realization of our deferred tax assets primarily depends on the generation of future taxable income. Based on our current assessment, it is possible that our future results of operations in the U.S. could result in the need to record an additional valuation allowance against our U.S. deferred tax assets within the next 12 months. We continue to monitor the realizability of our deferred tax assets on a quarterly basis and will adjust the valuation allowance in the period where evidence indicates that it is more likely than not that these assets will not be realized.
Coupang, Inc.
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Q2 2026 Form 10-Q
27

Segment Gross Profit and Adjusted EBITDA
Segment gross profit is defined as net revenues less cost of sales attributable to each reportable segment.
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.
Three Months Ended June 30,Six Months Ended June 30,
(in millions)20262025% Change20262025% Change
Gross profit
Product Commerce$2,268 $2,390 (5)%$4,442 $4,541 (2)%
Developing Offerings226 171 32 %349 336 %
Gross profit$2,494 $2,561 (3)%$4,791 $4,877 (2)%
Adjusted EBITDA
Product Commerce$382 $663 (42)%$740 $1,213 (39)%
Developing Offerings(219)(235)
NM(2)
(548)(403)
NM(2)
Adjusted EBITDA(1)
$163 $428 (62)%$192 $810 (76)%
(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. GAAP.
(2)Non-meaningful.
Product Commerce
The decrease in gross profit for the three and six months ended June 30, 2026 is primarily due to the impact of the Incident, including increased costs in supply chain management and a higher rate of customer discounts.
The decrease in Product Commerce adjusted EBITDA for the three and six months ended June 30, 2026 is primarily due to the impacts of the Incident described above and increases in fulfillment, technology, and marketing costs to support our continued growth.
Developing Offerings
The increase in gross profit for the three and six months ended June 30, 2026 resulted from the growth in revenue described above.
The decreased loss for the three months ended June 30, 2026 in Developing Offerings adjusted EBITDA is primarily the result of the increase in revenue and gross profit described above. The increased loss for the six months ended June 30, 2026 in Developing Offerings adjusted EBITDA is primarily the result of increased investments in our Developing Offerings initiatives, including Taiwan, Play, and Rocket Now over the six-month period.
Coupang, Inc.
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Q2 2026 Form 10-Q
28

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.
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 measures should only be used to evaluate our results of operations in conjunction with the corresponding U.S. GAAP measures.
Non-GAAP MeasureDefinitionHow 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.
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, such as certain administrative fines and catastrophic occurrences.
• 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, catastrophic losses, and certain variable charges.

Administrative fines include only certain significant regulatory fines and penalties that Coupang does not consider to be normal operating expenses related to the Company’s ongoing operations, revenue generating activities, business strategy, industry, and regulatory environment, as discussed in Note 10 — “Commitments and Contingencies”.
Adjusted EBITDA Margin• Adjusted EBITDA as a percentage of total net revenues.
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. Our financial reporting currency is the USD and changes in foreign exchange rates can significantly affect our reported results and consolidated trends. For example, our business generates sales predominantly in 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. We believe the presentation of our results on a constant currency basis in addition to U.S. GAAP results helps improve the ability to understand our performance because they exclude the effects of foreign currency volatility that are not indicative of our actual results of operations.
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.
Coupang, Inc.
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Q2 2026 Form 10-Q
29

Reconciliation of GAAP to Non-GAAP Measures
Free Cash Flow
Three Months Ended June 30,Six Months Ended June 30,Trailing Twelve Months Ended June 30,
(in millions)
202620252026202520262025
Net cash provided by operating activities
$367 $545 $551 $899 $1,425 $1,909 
Adjustments:
Purchases of land and buildings(133)(49)(196)(98)(334)(300)
Purchases of equipment(184)(250)(417)(440)(992)(832)
Total purchases of property and equipment(317)(299)(613)(538)(1,326)(1,132)
Proceeds from sale of property and equipment
Total adjustments$(316)$(298)$(610)$(536)$(1,320)$(1,125)
Free cash flow$51 $247 $(59)$363 $105 $784 
Net cash used in investing activities$(326)$(299)$(628)$(512)$(1,370)$(1,036)
Net cash (used in) provided by financing activities$(134)$92 $214 $108 $(141)$119 
Adjusted EBITDA and Adjusted EBITDA Margin
Three Months Ended June 30,Six Months Ended June 30,
(in millions)
2026202520262025
Total net revenues$8,856 $8,524 $17,360 $16,432 
Net (loss) income
(570)31 (836)145 
Net (loss) income margin
(6.4)%0.4 %(4.8)%0.9 %
Adjustments:
Depreciation and amortization145 126 288 248 
Interest expense25 25 38 48 
Interest income(42)(51)(86)(100)
Income tax expense37 163 48 265 
Other (income) expense, net(6)(19)38 (55)
Acquisition and restructuring related losses, net— 40 — 25 
Certain administrative fines(1)
410 — 410 — 
Equity-based compensation164 113 292 234 
Adjusted EBITDA$163 $428 $192 $810 
Adjusted EBITDA margin1.8 %5.0 %1.1 %4.9 %
(1)Administrative fines include only certain significant regulatory fines and penalties that Coupang does not consider to be normal operating expenses related to the Company’s ongoing operations, revenue generating activities, business strategy, industry, and regulatory environment, as discussed in Note 10 — “Commitments and Contingencies”.
Coupang, Inc.
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Q2 2026 Form 10-Q
30

Total Net Revenues, Constant Currency and Total Net Revenues Growth, Constant Currency
Three Months Ended June 30,Year over Year Growth
20262025
(in millions)
As ReportedExchange Rate EffectConstant Currency BasisAs ReportedAs ReportedConstant Currency Basis
Consolidated
Net retail sales$6,744 $417 $7,161 $6,507 %10 %
Net other revenue2,112 131 2,243 2,017 %11 %
Total net revenues$8,856 $548 $9,404 $8,524 4 %10 %
Net Revenues by Segment
Product Commerce$7,425 $505 $7,930 $7,334 %%
Developing Offerings1,431 43 1,474 1,190 20 %24 %
Total net revenues$8,856 $548 $9,404 $8,524 4 %10 %

Six Months Ended June 30,Year over Year Growth
20262025
(in millions)
As ReportedExchange Rate EffectConstant Currency BasisAs ReportedAs ReportedConstant Currency Basis
Consolidated
Net retail sales$13,220 $441 $13,661 $12,595 %%
Net other revenue4,140 139 4,279 3,837 %12 %
Total net revenues$17,360 $580 $17,940 $16,432 6 %9 %
Net Revenues by Segment
Product Commerce$14,601 $565 $15,166 $14,204 %%
Developing Offerings2,759 15 2,774 2,228 24 %25 %
Total net revenues$17,360 $580 $17,940 $16,432 6 %9 %
Coupang, Inc.
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Q2 2026 Form 10-Q
31

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 source of liquidity is cash on hand, which is supplemented through various debt financing arrangements and sales of our equity securities. We had total cash, cash equivalents, and restricted cash of $6.2 billion as of June 30, 2026, 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. Additionally, as of June 30, 2026, we had $0.3 billion available under our credit facilities as described below.
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.
As of June 30, 2026 and December 31, 2025, we had stockholders’ equity of $3.0 billion and $4.6 billion, respectively. 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. 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. These contracts have remaining capital expenditures commitments of $181 million as of June 30, 2026. We expect that our future expenditures for both infrastructure and workforce-related costs will exceed several billion dollars over the next several years.
Changes in our cash flows were as follows:
Six Months Ended June 30,
(in millions)
20262025Change
Net cash provided by operating activities$551 $899 $(348)
Net cash used in investing activities(628)(512)(116)
Net cash provided by financing activities
214 108 106 
Operating Activities
Six Months Ended June 30,
(in millions)
20262025Change
Net (loss) income
$(836)$145 $(981)
Adjustments to reconcile net (loss) income to net cash provided by operating activities
1,057 946 111 
Change in operating assets and liabilities
330 (192)522 
Net cash provided by operating activities$551 $899 $(348)
The year-over-year change in operating cash flow was driven by a $981 million decrease to net (loss) income, which includes $410 million for certain administrative fines. These administrative fines were unpaid as of June 30, 2026 and did not impact operating cash flow. Cash provided by operating activities was also impacted by $232 million of cash payments for income taxes. In addition, changes in working capital included a $187 million decrease in inventory and a $150 million increase in accounts payable, primarily reflecting the timing of inventory purchases and vendor payments, as well as a $84 million decrease in other assets due to decreases in deposits and contract assets.
Investing Activities
The increase in cash outflow was mainly driven by a $75 million increase in purchases of property and equipment, primarily related to investments made in our fulfillment and logistics infrastructure.
Financing Activities
The year-over-year change in financing cash flow was primarily driven by an increase of $931 million from proceeds from debt and short-term borrowings, net of repayments. During the six months ended June 30, 2026, we borrowed $750 million under the Revolving Credit Facility for general operating purposes. This was partially offset by our repurchase of 43.7 million shares of Class A common stock for an aggregate amount of $850 million during the six months ended June 30, 2026.
Coupang, Inc.
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Q2 2026 Form 10-Q
32

Our Board of Directors has authorized a stock repurchase program for our outstanding shares of Class A common stock. As of June 30, 2026, we had $907 million of availability remaining under the stock repurchase program. Refer to Note 8 — "Supplemental Financial Information" for more information.
We believe that our sources of liquidity will be sufficient to meet our anticipated cash requirements for at least the next 12 months. However, we may need additional cash resources in the future if we find and pursue other opportunities for investment, acquisition, strategic cooperation, or other similar actions, which may include investing in technology, our logistics and fulfillment infrastructure, or related talent. 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.
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. For contracts with variable terms, we do not estimate the total obligation beyond any minimum pricing as of the reporting date.
We generally enter into term loan facility agreements to finance the construction or purchase of our fulfillment centers. 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.
Refer to Note 14 — "Commitments and Contingencies", Note 5 — "Defined Severance Benefits", and Note 11 — "Leases" of our consolidated financial statements in Part II, Item 8 of our 2025 Form 10-K for disclosure of our future commitments.
Our short-term and long-term borrowings generally include lines of credit with financial institutions available to be drawn upon for general operating purposes.
Revolving Credit Facility
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 Term SOFR, plus an applicable margin ranging from 0.75% to 1.25%. The Revolving Credit Facility contains customary affirmative and negative covenants, including certain financial covenants. During the six months ended June 30, 2026, we borrowed $750 million under the Revolving Credit Facility for general operating purposes and $750 million was outstanding as of June 30, 2026 and is included in “Short-term borrowings”.
Other Credit Facilities
In June 2026, certain of our Korean subsidiaries entered into new unsecured revolving credit facilities with maturity dates in June 2027 and amended an existing credit arrangement with a maturity date in April 2027. The facilities are available for general working capital purposes and provide for aggregate borrowing capacity of approximately $193 million. Borrowings bear interest at floating rates ranging from the Korean certificate of deposit rate plus 1.20% to plus 1.50%. These revolving credit facilities contain customary terms and conditions, including certain affirmative and negative covenants. As of June 30, 2026, there were no amounts outstanding under any of these facilities. During the six months ended June 30, 2026, certain other subsidiaries entered into various unsecured borrowings under other revolving credit facilities, the majority of which mature within twelve months. These credit facilities contain customary affirmative and negative covenants, including certain financial covenants.
Under all other credit facilities, total borrowing capacity at June 30, 2026 was $1.6 billion and aggregate outstanding borrowings totaled $1.2 billion with a weighted average interest rate of 2.89%.
Refer to Note 13 — "Short-Term Borrowings and Long-Term Debt" of our consolidated financial statements in Part II, Item 8 of our 2025 Form 10-K for disclosure of our debt obligations and collateral.
Critical Accounting Estimates
We prepare our financial statements in accordance with U.S. GAAP. Preparing these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates. For a discussion of our critical accounting policies and estimates, refer to the section entitled “Critical Accounting Estimates” in our 2025 Form 10-K.
Other significant accounting policies are also discussed in Note 1 — “Description of Business and Summary of Significant Accounting Policies” to the consolidated financial statements in Part II, Item 8 of our 2025 Form 10-K.
Coupang, Inc.
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Q2 2026 Form 10-Q
33

Item 3. Quantitative and Qualitative Disclosures about Market Risk
In addition to the risks inherent in our operations, we are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates, foreign currency, and credit.
Interest Rate Risk
As of June 30, 2026, we had cash, cash equivalents, and restricted cash of $6.2 billion. Interest-earning instruments carry a degree of interest rate risk. 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. Our policy, in the management of interest rate risk, is to structure a reasonable balance between fixed and floating rate financial instruments as well as our cash and cash equivalents and any short-term investments we may hold. The balance struck by our management is dependent on prevailing interest rate markets at any point in time.
Our borrowings generally include lines of credit with financial institutions, some of which carry variable interest rates. As of June 30, 2026, there was a balance of $982 million outstanding under the Revolving Credit Facility and 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. Any future borrowings incurred under the Revolving Credit Facility or other revolving 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. As a result, we are exposed to fluctuations in the exchange rates of various currencies against the USD and other currencies, predominantly the KRW.
Transactional
We generate the majority of our revenue from customers within Korea. Typically, we aim to align costs with revenue denominated in the same currency, but we are not always able to do so. As a result of the geographic spread of our operations and due to our reliance on certain products and services priced in currencies other than KRW, our business, results of operations, and financial condition have been and will continue to be impacted by the volatility of the KRW against foreign 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. Increases or decreases in the value of the USD affect the value of these items with respect to the non-USD-denominated businesses on the consolidated financial statements, even if their value has not changed in their original currency. For example, a stronger USD will reduce the reported results of operations of non-USD-denominated businesses and conversely a weaker USD will increase the reported results of operations of non-USD-denominated businesses. 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 approximately $768 million and $1.5 billion, and an immaterial impact on net income for the three and six months ended June 30, 2026, respectively.
At this time, we do not, but we may in the future, enter into derivatives or other financial instruments in an attempt to hedge our foreign currency risk. It is difficult to predict the impact hedging activities would have on our results of operations.
Credit Risk
Our cash and cash equivalents, deposits, and loans with banks and financial institutions are potentially subject to concentration of credit risk. We place cash and cash equivalents with financial institutions that management believes are of high credit quality. 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.
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Q2 2026 Form 10-Q
34

Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of June 30, 2026, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were evaluated, under the supervision and with the participation of our CEO and CFO, to assess whether they are effective in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure and to provide reasonable assurance that such information is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.
Based on this evaluation, our CEO and CFO have concluded that, as of June 30, 2026, our disclosure controls and procedures were effective at a reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
Coupang, Inc.
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Q2 2026 Form 10-Q
35

Part II.   Other Information
Item 1. Legal Proceedings
The information set forth under Note 10 — "Commitments and Contingencies" in our accompanying notes to the condensed consolidated financial statements under the caption “Legal Matters” is incorporated herein by reference.
Item 1A.   Risk Factors
Investing in our securities involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties disclosed in Part I, Item 1A, under the caption “Risk Factors,” of our 2025 Form 10-K, which risks could materially and adversely affect our business, results of operations, financial condition, and liquidity. No material change in the risk factors discussed in such Form 10-K has occurred. Such risk factors may not be the only ones that we face because our business operations could also be affected by additional factors that are not presently known to us or that we currently consider to be immaterial to our operations. Our business operations could also be affected by additional factors that apply to all companies operating globally.
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
The following table summarizes our stock repurchases for the three months ended June 30, 2026:
Period
Total number of shares
purchased
Average price
paid per share(2)
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)
April 1 – April 30, 2026
17,715,153$20.29 17,715,153$
May 1 – May 31, 2026
$— $1,007 
June 1 – June 30, 2026
5,500,000$18.09 5,500,000$907 
Total
23,215,15323,215,153
(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 (exclusive of brokers’ commissions and expenses), and on May 5, 2026, we announced that our Board of Directors authorized an additional increase of up to $1 billion under the stock repurchase program (exclusive of brokers’ commissions and expenses). 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.
(2)Average price paid per share includes costs associated with the repurchases but excludes the 1% excise tax on stock repurchases.
Item 3.   Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
c) Trading Plans
Jonathan Lee, our Chief Accounting Officer, adopted a pre-arranged stock trading plan (the “Plan”) in accordance with the SEC guidelines specified under Rule 10b5-1(c) under the Exchange Act and the policies of Coupang regarding stock transactions, to sell up to 8,000 shares of Coupang Class A Common Stock as well as 30% of the shares vesting between July 1, 2026 and July 1, 2027, pursuant to certain equity awards granted to Mr. Lee, excluding any shares withheld by the Company to satisfy federal, state, and local taxes (the “Shares”), subject to certain terms and conditions, beginning no earlier than August 10, 2026. The Plan, which was entered into on May 8, 2026, will terminate upon the earlier of the sale of all Shares pursuant to the Plan or September 15, 2027. Mr. Lee entered into the Plan to primarily satisfy certain tax obligations.
Coupang, Inc.
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Q2 2026 Form 10-Q
36

Item 6. Exhibits
Exhibit Number
Description of ExhibitProvided HerewithIncorporated by Reference
FormFile No.ExhibitFiling Date
3.110-Q
001-40115
3.1November 12, 2021
3.2
8-K
001-40115
3.1
June 27, 2024
10.1+
X
10.2+X
31.1X
31.2X
32.1*X
32.2*X
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHXBRL Taxonomy Extension Schema Document.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.
101.LABXBRL Taxonomy Extension Labels Linkbase Document.
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
_____________
+
Indicates management contract or compensatory plan, contract, or arrangement.
*
The certifications attached as Exhibit 32.1 and 32.2 that accompany this Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Coupang, Inc. under the Securities Act or the Exchange Act whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.
Coupang, Inc.
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Q2 2026 Form 10-Q
37

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
COUPANG, INC. (REGISTRANT)
By:/s/ Jonathan Lee
Jonathan Lee
Chief Accounting Officer
(Principal Accounting Officer)

Dated: August 4, 2026
Coupang, Inc.
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Q2 2026 Form 10-Q
38

Exhibit 10.1


Coupang, Inc.
2021 Equity Incentive Plan
Adopted by the Board of Directors: February 10, 2021 Approved by the Stockholders: February 26, 2021
As Amended by the Board of Directors: June 30, 2026











































TABLE OF CONTENTS
Page




i




1.GENERAL.
(a)Successor to and Continuation of Prior Plan. The Plan is the successor to and continuation of the Prior Plan. As of the Effective Date, (i) no additional awards may be granted under the Prior Plan; (ii) any Returning Shares under the Prior Plan will become available for issuance pursuant to Awards granted under this Plan; and (iii) all outstanding awards granted under the Prior Plan will remain subject to the terms of the Prior Plan (except to the extent such outstanding awards result in Returning Shares that become available for issuance pursuant to Awards granted under this Plan). All Awards granted under this Plan will be subject to the terms of this Plan.
(b)Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide a means by which such persons may be given an opportunity to benefit from increases in value of the Common Stock through the granting of Awards.
(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options; (ii) Nonstatutory Stock Options; (iii) SARs; (iv) Restricted Stock Awards; (v) RSU Awards; (vi) Performance Awards; and (vii) Other Awards.
(d)Adoption Date; Effective Date. The Plan will come into existence on the Adoption Date, but no Award may be granted prior to the Effective Date.
2.SHARES SUBJECT TO THE PLAN.
(a)Share Reserve. Subject to adjustment in accordance with Section 2(c) and any adjustments as necessary to implement any Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed 215,103,732 shares of Common Stock which is the sum of: (i) 137,103,680 new shares, plus (ii) the number of shares of Common Stock (not to exceed 78,000,052 shares of Common Stock) which represents the number of Returning Shares, if any, as such shares become available from time to time.
In addition, subject to any adjustments as necessary to implement any Capitalization Adjustments, such aggregate number of shares of Common Stock will automatically increase on January 1 of each year for a period of ten years commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to five percent (5%) of the total number of shares of the Company’s Capital Stock outstanding on December 31 of the preceding year; provided, however that the Board may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares of Common Stock.
(b)Aggregate Incentive Stock Option Limit. Notwithstanding anything to the contrary in Section 2(a) and subject to any adjustments as necessary to implement any Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options is 645,311,196 shares.
1



(c)Share Reserve Operation.
(i)Limit Applies to Common Stock Issued Pursuant to Awards. For clarity, the Share Reserve is a limit on the number of shares of Common Stock that may be issued pursuant to Awards and does not limit the granting of Awards, except that the Company will keep available at all times the number of shares of Common Stock reasonably required to satisfy its obligations to issue shares pursuant to such Awards. Shares may be issued in connection with a merger or acquisition as permitted by, as applicable, Nasdaq Listing Rule 5635(c), NYSE Listed Company Manual Section 303A.08, NYSE American Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan.
(ii)Actions that Do Not Constitute Issuance of Common Stock and Do Not Reduce Share Reserve. The following actions do not result in an issuance of shares under the Plan and accordingly do not reduce the number of shares subject to the Share Reserve and available for issuance under the Plan: (1) the expiration or termination of any portion of an Award without the shares covered by such portion of the Award having been issued; (2) the settlement of any portion of an Award in cash (i.e., the Participant receives cash rather than Common Stock); (3) the withholding of shares that would otherwise be issued by the Company to satisfy the exercise, strike or purchase price of an Award; or (4) the withholding of shares that would otherwise be issued by the Company to satisfy a tax withholding obligation in connection with an Award.
(iii)Reversion of Previously Issued Shares of Common Stock to Share Reserve. The following shares of Common Stock previously issued pursuant to an Award and accordingly initially deducted from the Share Reserve will be added back to the Share Reserve and again become available for issuance under the Plan: (1) any shares that are forfeited back to or repurchased by the Company because of a failure to meet a contingency or condition required for the vesting of such shares; (2) any shares that are reacquired by the Company to satisfy the exercise, strike or purchase price of an Award; and (3) any shares that are reacquired by the Company to satisfy a tax withholding obligation in connection with an Award.
3.ELIGIBILITY AND LIMITATIONS.
(a)Eligible Award Recipients. Subject to the terms of the Plan, Employees, Directors and Consultants are eligible to receive Awards.
(b)Specific Award Limitations.
(i)Limitations on Incentive Stock Option Recipients. Incentive Stock Options may be granted only to Employees of the Company or a “parent corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and (f) of the Code).
(ii)Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to
2



which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s).
(iii)Limitations on Incentive Stock Options Granted to Ten Percent Stockholders. A Ten Percent Stockholder may not be granted an Incentive Stock Option unless (i) the exercise price of such Option is at least 110% of the Fair Market Value on the date of grant of such Option and (ii) the Option is not exercisable after the expiration of five years from the date of grant of such Option.
(iv)Limitations on Nonstatutory Stock Options and SARs. Nonstatutory Stock Options and SARs may not be granted to Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company (as such term is defined in Rule 405) unless the stock underlying such Awards is treated as “service recipient stock” under Section 409A because the Awards are granted pursuant to a corporate transaction (such as a spin off transaction) or unless such Awards otherwise comply with the distribution requirements of Section 409A.
(c)Aggregate Incentive Stock Option Limit. The aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options is the number of shares specified in Section 2(b).
(d)Non-Employee Director Compensation Limit. The aggregate value of all compensation granted or paid, as applicable, to any individual for service as a Non-Employee Director with respect to any calendar year, including Awards granted and cash fees paid by the Company to such Non-Employee Director, will not exceed (i) $750,000 in total value or (ii) in the event such Non-Employee Director is first appointed or elected to the Board during such Annual Period, $1,000,000 in total value, in each case calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes. The limitations in this Section 3(d) shall apply commencing with the first calendar year that begins following the Effective Date.
For avoidance of doubt, compensation will count towards this limit for the calendar year in which it was granted or earned, and not later when distributed, in the event it is deferred.
4.OPTIONS AND STOCK APPRECIATION RIGHTS.
Each Option and SAR will have such terms and conditions as determined by the Board. Each Option will be designated in writing as an Incentive Stock Option or Nonstatutory Stock Option at the time of grant; provided, however, that if an Option is not so designated, then such Option will be a Nonstatutory Stock Option, and the shares purchased upon exercise of each type of Option will be separately accounted for. Each SAR will be denominated in shares of Common
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Stock equivalents. The terms and conditions of separate Options and SARs need not be identical; provided, however, that each Option Agreement and SAR Agreement will conform (through incorporation of provisions hereof by reference in the Award Agreement or otherwise) to the substance of each of the following provisions:
(a)Term. Subject to Section 3(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the expiration of ten years from the date of grant of such Award or such shorter period specified in the Award Agreement.
(b)Exercise or Strike Price. Subject to Section 3(b) regarding Ten Percent Stockholders, the exercise or strike price of each Option or SAR will not be less than 100% of the Fair Market Value on the date of grant of such Award. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike price lower than 100% of the Fair Market Value on the date of grant of such Award if such Award is granted pursuant to an assumption of or substitution for another option or stock appreciation right pursuant to a Corporate Transaction and in a manner consistent with the provisions of Sections 409A and, if applicable, 424(a) of the Code.
(c)Exercise Procedure and Payment of Exercise Price for Options. In order to exercise an Option, the Participant must provide notice of exercise to the Plan Administrator in accordance with the procedures specified in the Option Agreement or otherwise provided by the Company. The Board has the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company to utilize a particular method of payment. The exercise price of an Option may be paid, to the extent permitted by Applicable Law and as determined by the Board, by one or more of the following methods of payment to the extent set forth in the Option Agreement:
(i)by cash or check, bank draft or money order payable to the Company;
(ii)pursuant to a “cashless exercise” program developed under Regulation T as promulgated by the U.S. Federal Reserve Board that, prior to the issuance of the Common Stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the exercise price to the Company from the sales proceeds;
(iii)by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock that are already owned by the Participant free and clear of any liens, claims, encumbrances or security interests, with a Fair Market Value on the date of exercise that does not exceed the exercise price, provided that (1) at the time of exercise the Common Stock is publicly traded, (2) any remaining balance of the exercise price not satisfied by such delivery is paid by the Participant in cash or other permitted form of payment, (3) such delivery would not violate any Applicable Law or agreement restricting the redemption of the Common Stock, (4) any certificated shares are endorsed or accompanied by an executed assignment separate from certificate, and (5) such shares have been held by the Participant for
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any minimum period necessary to avoid adverse accounting treatment as a result of such delivery;
(iv)if the Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value on the date of exercise that does not exceed the exercise price, provided that (1) such shares used to pay the exercise price will not be exercisable thereafter and (2) any remaining balance of the exercise price not satisfied by such net exercise is paid by the Participant in cash or other permitted form of payment; or
(v)in any other form of consideration that may be acceptable to the Board and permissible under Applicable Law.
(d)Exercise Procedure and Payment of Appreciation Distribution for SARs. In order to exercise any SAR, the Participant must provide notice of exercise to the Plan Administrator in accordance with the SAR Agreement. The appreciation distribution payable to a Participant upon the exercise of a SAR will not be greater than an amount equal to the excess of (i) the aggregate Fair Market Value on the date of exercise of a number of shares of Common Stock equal to the number of Common Stock equivalents that are vested and being exercised under such SAR, over (ii) the strike price of such SAR. Such appreciation distribution may be paid to the Participant in the form of Common Stock or cash (or any combination of Common Stock and cash) or in any other form of payment, as determined by the Board and specified in the SAR Agreement.
(e)Transferability. Options and SARs may not be transferred to third party financial institutions for value. The Board may impose such additional limitations on the transferability of an Option or SAR as it determines. In the absence of any such determination by the Board, the following restrictions on the transferability of Options and SARs will apply, provided that except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration and provided, further, that if an Option is an Incentive Stock Option, such Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer:
(i)Restrictions on Transfer. An Option or SAR will not be transferable, except by will or by the laws of descent and distribution, and will be exercisable during the lifetime of the Participant only by the Participant; provided, however, that the Board may permit transfer of an Option or SAR in a manner that is not prohibited by applicable tax and securities laws upon the Participant’s request, including to a trust if the Participant is considered to be the sole beneficial owner of such trust (as determined under Section 671 of the Code and applicable U.S. state law) while such Option or SAR is held in such trust, provided that the Participant and the trustee enter into a transfer and other agreements required by the Company.
(ii)Domestic Relations Orders. Notwithstanding the foregoing, subject to the execution of transfer documentation in a format acceptable to the Company and subject to the
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approval of the Board or a duly authorized Officer, an Option or SAR may be transferred pursuant to a domestic relations order.
(f)Vesting. The Board may impose such restrictions on or conditions to the vesting and/or exercisability of an Option or SAR as determined by the Board. Except as otherwise provided in the applicable Award Agreement or other written agreement between a Participant and the Company, vesting of Options and SARs will cease upon termination of the Participant’s Continuous Service.
(g)Termination of Continuous Service for Cause. Except as explicitly otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate, if a Participant’s Continuous Service is terminated for Cause, the Participant’s Options and SARs will terminate and be forfeited immediately upon such termination of Continuous Service, and the Participant will be prohibited from exercising any portion (including any vested portion) of such Awards on and after the date of such termination of Continuous Service and the Participant will have no further right, title or interest in such forfeited Award, the shares of Common Stock subject to the forfeited Award, or any consideration in respect of the forfeited Award.
(h)Post-Termination Exercise Period Following Termination of Continuous Service for Reasons Other than Cause. Subject to Section 4(i), if a Participant’s Continuous Service terminates for any reason other than for Cause, the Participant may exercise his or her Option or SAR to the extent vested, but only within the following period of time or, if applicable, such other period of time provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate; provided, however, that in no event may such Award be exercised after the expiration of its maximum term (as set forth in Section 4(a)):
(i)three months following the date of such termination if such termination is a termination without Cause (other than any termination due to the Participant’s Disability or death);
(ii)12 months following the date of such termination if such termination is due to the Participant’s Disability;
(iii)18 months following the date of such termination if such termination is due to the Participant’s death; or
(iv)18 months following the date of the Participant’s death if such death occurs following the date of such termination but during the period such Award is otherwise exercisable (as provided in (i) or (ii) above).
Following the date of such termination, to the extent the Participant does not exercise such Award within the applicable Post-Termination Exercise Period (or, if earlier, prior to the expiration of the maximum term of such Award), such unexercised portion of the Award will terminate, and the Participant will have no further right, title or interest in the terminated Award,
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the shares of Common Stock subject to the terminated Award, or any consideration in respect of the terminated Award.

(i)Restrictions on Exercise; Extension of Exercisability. A Participant may not exercise an Option or SAR at any time that the issuance of shares of Common Stock upon such exercise would violate Applicable Law. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate, if a Participant’s Continuous Service terminates for any reason other than for Cause and, at any time during the last thirty days of the applicable Post-Termination Exercise Period: (i) the exercise of the Participant’s Option or SAR would be prohibited solely because the issuance of shares of Common Stock upon such exercise would violate Applicable Law, or (ii) the immediate sale of any shares of Common Stock issued upon such exercise would violate the Company’s Trading Policy, then the applicable Post-Termination Exercise Period will be extended to the last day of the calendar month that commences following the date the Award would otherwise expire, with an additional extension of the exercise period to the last day of the next calendar month to apply if any of the foregoing restrictions apply at any time during such extended exercise period, generally without limitation as to the maximum permitted number of extensions); provided, however, that in no event may such Award be exercised after the expiration of its maximum term (as set forth in Section 4(a)).
(j)Non-Exempt Employees. No Option or SAR, whether or not vested, granted to an Employee who is a non-exempt employee for purposes of the U.S. Fair Labor Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six months following the date of grant of such Award. Notwithstanding the foregoing, in accordance with the provisions of the U.S. Worker Economic Opportunity Act, any vested portion of such Award may be exercised earlier than six months following the date of grant of such Award in the event of (i) such Participant’s death or Disability, (ii) a Corporate Transaction in which such Award is not assumed, continued or substituted, (iii) a Change in Control, or (iv) such Participant’s retirement (as such term may be defined in the Award Agreement or another applicable agreement or, in the absence of any such definition, in accordance with the Company’s then current employment policies and guidelines). This Section 4(j) is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay.
(k)Whole Shares. Options and SARs may be exercised only with respect to whole shares of Common Stock or their equivalents.
5.AWARDS OTHER THAN OPTIONS AND STOCK APPRECIATION RIGHTS.
(a)Restricted Stock Awards and RSU Awards. Each Restricted Stock Award and RSU Award will have such terms and conditions as determined by the Board; provided, however, that each Restricted Stock Award Agreement and RSU Award Agreement will conform (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) to the substance of each of the following provisions:
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(i)Form of Award.
(1)RSAs: To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock subject to a Restricted Stock Award may be (i) held in book entry form subject to the Company’s instructions until such shares become vested or any other restrictions lapse, or (ii) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. Unless otherwise determined by the Board, a Participant will have voting and other rights as a stockholder of the Company with respect to any shares subject to a Restricted Stock Award.
(2)RSUs: A RSU Award represents a Participant’s right to be issued on a future date the number of shares of Common Stock that is equal to the number of restricted stock units subject to the RSU Award. As a holder of a RSU Award, a Participant is an unsecured creditor of the Company with respect to the Company's unfunded obligation, if any, to issue shares of Common Stock in settlement of such Award and nothing contained in the Plan or any RSU Agreement, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between a Participant and the Company or an Affiliate or any other person. A Participant will not have voting or any other rights as a stockholder of the Company with respect to any RSU Award (unless and until shares are actually issued in settlement of a vested RSU Award).
(ii)Consideration. The Board shall determine the consideration, if any, payable by a Participant for Restricted Stock Awards and RSU Awards. Such consideration may include, but is not limited to, cash or check, bank draft or money order payable to the Company.
(iii)Vesting. The Board may impose such restrictions on or conditions to the vesting of a Restricted Stock Award or RSU Award as determined by the Board. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company, vesting of Restricted Stock Awards and RSU Awards will cease upon termination of the Participant’s Continuous Service.
(iv)Termination of Continuous Service. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate, if a Participant’s Continuous Service terminates for any reason, (i) the Company may receive through a forfeiture condition or a repurchase right any or all of the shares of Common Stock held by the Participant under his or her Restricted Stock Award that have not vested as of the date of such termination as set forth in the Restricted Stock Award Agreement and (ii) any portion of his or her RSU Award that has not vested will be forfeited upon such termination and the Participant will have no further right, title or interest in the RSU Award, the shares of Common Stock issuable pursuant to the RSU Award, or any consideration in respect of the RSU Award.
(v)Dividends and Dividend Equivalents. Dividends or dividend equivalents may be paid or credited, as applicable, with respect to any shares of Common Stock subject to a
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Restricted Stock Award or RSU Award, as determined by the Board and specified in the Award Agreement).
(vi)Settlement of RSU Awards. A RSU Award may be settled by the issuance of shares of Common Stock or cash (or any combination thereof) or in any other form of payment, as determined by the Board and specified in the RSU Award Agreement. At the time of grant, the Board may determine to impose such restrictions or conditions that delay such delivery to a date following the vesting of the RSU Award.
(b)Performance Awards. With respect to any Performance Award, the length of any Performance Period, the Performance Goals to be achieved during the Performance Period, the other terms and conditions of such Award, and the measure of whether and to what degree such Performance Goals have been attained will be determined by the Board.
(c)Other Awards. Other forms of Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including the appreciation in value thereof (e.g., options or stock rights with an exercise price or strike price less than 100% of the Fair Market Value at the time of grant) may be granted either alone or in addition to Awards provided for under Section 4 and the preceding provisions of this Section 5. Subject to the provisions of the Plan, the Board will have sole and complete discretion to determine the persons to whom and the time or times at which such Other Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Awards and all other terms and conditions of such Other Awards.
6.ADJUSTMENTS UPON CHANGES IN COMMON STOCK; OTHER CORPORATE EVENTS.
(a)Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board shall appropriately and proportionately adjust: (i) the class(es) and maximum number of shares of Common Stock subject to the Plan and the maximum number of shares by which the Share Reserve may annually increase pursuant to Section 2(a); (ii) the class(es) and maximum number of shares that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 2(a); and (iii) the class(es) and number of securities and exercise price, strike price or purchase price of Common Stock subject to outstanding Awards. The Board shall make such adjustments, and its determination shall be final, binding and conclusive. Notwithstanding the foregoing, no fractional shares or rights for fractional shares of Common Stock shall be created in order to implement any Capitalization Adjustment. The Board shall determine an appropriate equivalent benefit, if any, for any fractional shares or rights to fractional shares that might be created by the adjustments referred to in the preceding provisions of this Section.
(b)Dissolution or Liquidation. Except as otherwise provided in the Award Agreement, in the event of a dissolution or liquidation of the Company, all outstanding Awards (other than Awards consisting of vested and outstanding shares of Common Stock not subject to a forfeiture condition or the Company’s right of repurchase) will terminate immediately prior to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or subject to a forfeiture condition may be repurchased or
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reacquired by the Company notwithstanding the fact that the holder of such Award is providing Continuous Service, provided, however, that the Board may determine to cause some or all Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Awards have not previously expired or terminated) before the dissolution or liquidation is completed but contingent on its completion.
(c)Corporate Transaction. The following provisions will apply to Awards in the event of a Corporate Transaction unless otherwise provided in the instrument evidencing the Award or any other written agreement between the Company or any Affiliate and the Participant or unless otherwise expressly provided by the Board at the time of grant of an Award.
(i)Awards May Be Assumed. In the event of a Corporate Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue any or all Awards outstanding under the Plan or may substitute similar awards for Awards outstanding under the Plan (including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Awards may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Corporate Transaction. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of an Award or substitute a similar award for only a portion of an Award, or may choose to assume or continue the Awards held by some, but not all Participants. The terms of any assumption, continuation or substitution will be set by the Board.
(ii)Awards Held by Current Participants. In the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue such outstanding Awards or substitute similar awards for such outstanding Awards, then with respect to Awards that have not been assumed, continued or substituted and that are held by Participants whose Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the vesting of such Awards (and, with respect to Options and Stock Appreciation Rights, the time when such Awards may be exercised) will be accelerated in full to a date prior to the effective time of such Corporate Transaction (contingent upon the effectiveness of the Corporate Transaction) as the Board determines (or, if the Board does not determine such a date, to the date that is five (5) days prior to the effective time of the Corporate Transaction), and such Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or repurchase rights held by the Company with respect to such Awards will lapse (contingent upon the effectiveness of the Corporate Transaction). With respect to the vesting of Performance Awards that will accelerate upon the occurrence of a Corporate Transaction pursuant to this subsection (ii) and that have multiple vesting levels depending on the level of performance, unless otherwise provided in the Award Agreement or unless otherwise provided by the Board, the vesting of such Performance Awards will accelerate at 100% of the target level upon the occurrence of the Corporate Transaction. With respect to the vesting of Awards that will accelerate upon the occurrence of a Corporate Transaction pursuant
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to this subsection (ii) and are settled in the form of a cash payment, such cash payment will be made no later than 30 days following the occurrence of the Corporate Transaction.
(iii)Awards Held by Persons other than Current Participants. In the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue such outstanding Awards or substitute similar awards for such outstanding Awards, then with respect to Awards that have not been assumed, continued or substituted and that are held by persons other than Current Participants, such Awards will terminate if not exercised (if applicable) prior to the occurrence of the Corporate Transaction; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Awards will not terminate and may continue to be exercised notwithstanding the Corporate Transaction.
(iv)Payment for Awards in Lieu of Exercise. Notwithstanding the foregoing, in the event an Award will terminate if not exercised prior to the effective time of a Corporate Transaction, the Board may provide, in its sole discretion, that the holder of such Award may not exercise such Award but will receive a payment, in such form as may be determined by the Board, equal in value, at the effective time, to the excess, if any, of (1) the value of the property the Participant would have received upon the exercise of the Award (including, at the discretion of the Board, any unvested portion of such Award), over (2) any exercise price payable by such holder in connection with such exercise.
(d)Appointment of Stockholder Representative. As a condition to the receipt of an Award under this Plan, a Participant will be deemed to have agreed that the Award will be subject to the terms of any agreement governing a Corporate Transaction involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on the Participant’s behalf with respect to any escrow, indemnities and any contingent consideration.
(e)No Restriction on Right to Undertake Transactions. The grant of any Award under the Plan and the issuance of shares pursuant to any Award does not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of stock or of options, rights or options to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
7.ADMINISTRATION.
(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a Committee or Committees, as provided in subsection (c) below.
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(b)Powers of Board. The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:
(i)To determine from time to time (1) which of the persons eligible under the Plan will be granted Awards; (2) when and how each Award will be granted; (3) what type or combination of types of Award will be granted; (4) the provisions of each Award granted (which need not be identical), including the time or times when a person will be permitted to receive an issuance of Common Stock or other payment pursuant to an Award; (5) the number of shares of Common Stock or cash equivalent with respect to which an Award will be granted to each such person; (6) the Fair Market Value applicable to an Award; and (7) the terms of any Performance Award that is not valued in whole or in part by reference to, or otherwise based on, the Common Stock, including the amount of cash payment or other property that may be earned and the timing of payment.
(ii)To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Award Agreement, in a manner and to the extent it deems necessary or expedient to make the Plan or Award fully effective.
(iii)To settle all controversies regarding the Plan and Awards granted under it.
(iv)To accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will vest, notwithstanding the provisions in the Award Agreement stating the time at which it may first be exercised or the time during which it will vest.
(v)To prohibit the exercise of any Option, SAR or other exercisable Award during a period of up to 30 days prior to the consummation of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of Common Stock or the share price of the Common Stock including any Corporate Transaction, for reasons of administrative convenience.
(vi)To suspend or terminate the Plan at any time. Suspension or termination of the Plan will not Materially Impair rights and obligations under any Award granted while the Plan is in effect except with the written consent of the affected Participant.
(vii)To amend the Plan in any respect the Board deems necessary or advisable; provided, however, that stockholder approval will be required for any amendment to the extent required by Applicable Law. Except as provided above, rights under any Award granted before amendment of the Plan will not be Materially Impaired by any amendment of the Plan unless (1) the Company requests the consent of the affected Participant, and (2) such Participant consents in writing.
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(viii)To submit any amendment to the Plan for stockholder approval.
(ix)To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not limited to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to any specified limits in the Plan that are not subject to Board discretion; provided however, that, a Participant’s rights under any Award will not be Materially Impaired by any such amendment unless (1) the Company requests the consent of the affected Participant, and (2) such Participant consents in writing.
(x)Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the Plan or Awards.
(xi)To adopt or amend such procedures and sub-plans as are necessary or appropriate to accommodate the specific requirements of local laws, procedures and practices, permit and facilitate participation in the Plan by, or take advantage of specific tax treatment for Awards granted to, Employees, Directors or Consultants who are non-U.S. nationals or employed outside the United States (provided that Board approval will not be necessary for immaterial modifications to the Plan or any Award Agreement to ensure or facilitate compliance with the laws of the relevant non-U.S. jurisdiction).
(xii)To effect, at any time and from time to time, subject to the consent of any Participant whose Award is Materially Impaired by such action, (1) the reduction of the exercise price (or strike price) of any outstanding Option or SAR; (2) the cancellation of any outstanding Option or SAR and the grant in substitution therefor of (A) a new Option, SAR, Restricted Stock Award, RSU Award or Other Award, under the Plan or another equity plan of the Company, covering the same or a different number of shares of Common Stock, (B) cash and/or (C) other valuable consideration (as determined by the Board); or (3) any other action that is treated as a repricing under generally accepted accounting principles.
(c)Delegation to Committee.
(i)General. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to another Committee or a subcommittee of the Committee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. Each Committee may retain the authority to concurrently administer the Plan with the Committee or subcommittee to which it has delegated its authority hereunder and may, at any time, revest in such Committee some or all of the powers previously delegated. The Board may
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retain the authority to concurrently administer the Plan with any Committee and may, at any time, revest in the Board some or all of the powers previously delegated.
(ii)Rule 16b-3 Compliance. To the extent an Award is intended to qualify for the exemption from Section 16(b) of the Exchange Act that is available under Rule 16b-3 of the Exchange Act, the Award will be granted by the Board or a Committee that consists solely of two or more Non-Employee Directors, as determined under Rule 16b-3(b)(3) of the Exchange Act and thereafter any action establishing or modifying the terms of the Award will be approved by the Board or a Committee meeting such requirements to the extent necessary for such exemption to remain available.
(d)Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board or any Committee in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons.
(e)Delegation to an Officer. The Board or any Committee may delegate to one or more Officers the authority to do one or both of the following (i) designate Employees or Consultants who are not Officers to be recipients of Options and SARs (and, to the extent permitted by Applicable Law, other types of Awards) and, to the extent permitted by Applicable Law, the terms thereof, and (ii) determine the number of shares of Common Stock to be subject to such Awards granted to such Employees or Consultants; provided, however, that the resolutions or charter adopted by the Board or any Committee evidencing such delegation will specify the total number of shares of Common Stock that may be subject to the Awards granted by such Officer and that such Officer may not grant an Award to himself or herself. Any such Awards will be granted on the applicable form of Award Agreement most recently approved for use by the Board or the Committee, unless otherwise provided in the resolutions approving the delegation authority. Notwithstanding anything to the contrary herein, neither the Board nor any Committee may delegate to an Officer who is acting solely in the capacity of an Officer (and not also as a Director) the authority to determine the Fair Market Value.
8.TAX WITHHOLDING.
(a)Withholding Authorization. As a condition to acceptance of any Award under the Plan, a Participant authorizes withholding from payroll and any other amounts payable to such Participant, and otherwise agrees to make adequate provision for (including), any sums required to satisfy any U.S. and/or non-U.S. federal, state or local tax or social insurance contribution withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise, vesting or settlement of such Award, as applicable. Accordingly, a Participant may not be able to exercise an Award even though the Award is vested, and the Company shall have no obligation to issue shares of Common Stock subject to an Award, unless and until such obligations are satisfied.
(b)Satisfaction of Withholding Obligation. To the extent permitted by the terms of an Award Agreement, the Company may, in its sole discretion, satisfy any U.S. and/or non-U.S. federal, state or local tax or social insurance withholding obligation relating to an Award by any of the following means or by a combination of such means: (i) causing the Participant to tender a
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payment through cash, check or other cash equivalents; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Award having a fair market value equal to the amount required to be withheld or such greater amount (including up to a maximum statutory amount) as the Company may determine or permit if such amount does not result in unfavorable financial accounting treatment, as the Company determines; (iii) withholding cash from an Award settled in cash; (iv) withholding payment from payroll and/or any amounts otherwise payable to the Participant; (v) by allowing a Participant to effectuate a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the U.S. Federal Reserve Board; (vi) requiring the sale of shares of Common Stock issued pursuant to an Award (or exercise thereof) having a fair market value equal to the amount required to be withheld or such greater amount (including up to a maximum statutory amount) as the Company may determine or permit if such amount does not result in unfavorable financial accounting treatment, as the Company determines, or (vii) by such other method as may be set forth in the Award Agreement.
(c)No Obligation to Notify or Minimize Taxes; No Liability to Claims. Except as required by Applicable Law the Company has no duty or obligation to any Participant to advise such holder as to the time or manner of exercising such Award. Furthermore, the Company has no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award and will not be liable to any holder of an Award for any adverse tax consequences to such holder in connection with an Award. As a condition to accepting an Award under the Plan, each Participant (i) agrees to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from such Award or other Company compensation and (ii) acknowledges that such Participant was advised to consult with his or her own personal tax, financial and other legal advisors regarding the tax consequences of the Award and has either done so or knowingly and voluntarily declined to do so. Additionally, each Participant acknowledges any Option or SAR granted under the Plan is exempt from Section 409A only if the exercise or strike price is at least equal to the “fair market value” of the Common Stock on the date of grant as determined by the Internal Revenue Service and there is no other impermissible deferral of compensation associated with the Award. Additionally, as a condition to accepting an Option or SAR granted under the Plan, each Participant agrees not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates in the event that the U.S. Internal Revenue Service asserts that such exercise price or strike price is less than the “fair market value” of the Common Stock on the date of grant as subsequently determined by the U.S. Internal Revenue Service.
(d)Withholding Indemnification. As a condition to accepting an Award under the Plan, in the event that the amount of the Company’s and/or its Affiliate’s withholding obligation in connection with such Award was greater than the amount actually withheld by the Company and/or its Affiliates, each Participant agrees to indemnify and hold the Company and/or its Affiliates harmless from any failure by the Company and/or its Affiliates to withhold the proper amount.
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9.MISCELLANEOUS.
(a)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise.
(b)Use of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Awards will constitute general funds of the Company.
(c)Corporate Action Constituting Grant of Awards. Corporate action constituting a grant by the Company of an Award to any Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument, certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant. In the event that the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action approving the grant contain terms (e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement or related grant documents as a result of a clerical error in the Award Agreement or related grant documents, the corporate records will control and the Participant will have no legally binding right to the incorrect term in the Award Agreement or related grant documents.
(d)Stockholder Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to such Award unless and until (i) such Participant has satisfied all requirements for exercise of the Award pursuant to its terms, if applicable, and (ii) the issuance of the Common Stock subject to such Award is reflected in the records of the Company.
(e)No Employment or Other Service Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or in connection with any Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Award was granted or affect the right of the Company or an Affiliate to terminate at will and without regard to any future vesting opportunity that a Participant may have with respect to any Award (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the U.S. state or non-U.S. jurisdiction in which the Company or the Affiliate is incorporated, as the case may be. Further, nothing in the Plan, any Award Agreement or any other instrument executed thereunder or in connection with any Award will constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions, future work assignments, future compensation or any other term or condition of employment or service or confer any right or benefit under the Award or the Plan unless such right or benefit has specifically accrued under the terms of the Award Agreement and/or Plan.
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(f)Change in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of his or her services for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the Employee has a change in status from a full-time Employee to a part-time Employee or takes an extended leave of absence) after the date of grant of any Award to the Participant, the Board may determine, to the extent permitted by Applicable Law, to (i) make a corresponding reduction in the number of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date of such change in time commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced or extended.
(g)Execution of Additional Documents. As a condition to accepting an Award under the Plan, the Participant agrees to execute any additional documents or instruments necessary or desirable, as determined in the Plan Administrator’s sole discretion, to carry out the purposes or intent of the Award, or facilitate compliance with securities and/or other regulatory requirements, in each case at the Plan Administrator’s request.
(h)Electronic Delivery and Participation. Any reference herein or in an Award Agreement to a “written” agreement or document will include any agreement or document delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant has access). By accepting any Award the Participant consents to receive documents by electronic delivery and to participate in the Plan through any on- line electronic system established and maintained by the Plan Administrator or another third party selected by the Plan Administrator. The form of delivery of any Common Stock (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company.
(i)Clawback/Recovery. All Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Law and any clawback policy that the Company otherwise adopts, to the extent applicable and permissible under Applicable Law. In addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other cash or property upon the occurrence of Cause. No recovery of compensation under such a clawback policy will be an event giving rise to a Participant’s right to voluntary terminate employment upon a “resignation for good reason,” or for a “constructive termination” or any similar term under any plan of or agreement with the Company.
(j)Securities Law Compliance. A Participant will not be issued any shares in respect of an Award unless either (i) the shares are registered under the Securities Act; or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Each Award also must comply with other Applicable Law governing the
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Award, and a Participant will not receive such shares if the Company determines that such receipt would not be in material compliance with Applicable Law.
(k)Transfer or Assignment of Awards; Issued Shares. Except as expressly provided in the Plan or the form of Award Agreement, Awards granted under the Plan may not be transferred or assigned by the Participant. After the vested shares subject to an Award have been issued, or in the case of Restricted Stock and similar awards, after the issued shares have vested, the holder of such shares is free to assign, hypothecate, donate, encumber or otherwise dispose of any interest in such shares provided that any such actions are in compliance with the provisions herein, the terms of the Trading Policy and Applicable Law.
(l)Effect on Other Employee Benefit Plans. The value of any Award granted under the Plan, as determined upon grant, vesting or settlement, shall not be included as compensation, earnings, salaries, or other similar terms used when calculating any Participant’s benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company's or any Affiliate's employee benefit plans.
(m)Deferrals. To the extent permitted by Applicable Law, the Board, in its sole discretion, may determine that the delivery of Common Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may also establish programs and procedures for deferral elections to be made by Participants. Deferrals by will be made in accordance with the requirements of Section 409A.
(n)Section 409A. Unless otherwise expressly provided for in an Award Agreement, the Plan and Award Agreements will be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 409A, and, to the extent not so exempt, in compliance with the requirements of Section 409A. If the Board determines that any Award granted hereunder is not exempt from and is therefore subject to Section 409A, the Award Agreement evidencing such Award will incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to the extent an Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” under Section 409A is a “specified employee” for purposes of Section 409A, no distribution or payment of any amount that is due because of a “separation from service” (as defined in Section 409A without regard to alternative definitions thereunder) will be issued or paid before the date that is six months and one day following the date of such Participant’s “separation from service” or, if earlier, the date of the Participant’s death, unless such distribution or payment can be made in a manner that complies with Section 409A, and any amounts so deferred will be paid in a lump sum on the day after such six month period elapses, with the balance paid thereafter on the original schedule.
(o)Choice of Law. This Plan and any controversy arising out of or relating to this Plan shall be governed by, and construed in accordance with, the internal laws of the State of
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Delaware, without regard to conflict of law principles that would result in any application of any law other than the law of the State of Delaware.
10.COVENANTS OF THE COMPANY.
(a)Compliance with Law. The Company will seek to obtain from each regulatory commission or agency, as may be deemed to be necessary, having jurisdiction over the Plan such authority as may be required to grant Awards and to issue and sell shares of Common Stock upon exercise or vesting of the Awards; provided, however, that this undertaking will not require the Company to register under the Securities Act the Plan, any Award or any Common Stock issued or issuable pursuant to any such Award. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary or advisable for the lawful issuance and sale of Common Stock under the Plan, the Company will be relieved from any liability for failure to issue and sell Common Stock upon exercise or vesting of such Awards unless and until such authority is obtained. A Participant is not eligible for the grant of an Award or the subsequent issuance of Common Stock pursuant to the Award if such grant or issuance would be in violation of any Applicable Law.
11.ADDITIONAL RULES FOR AWARDS SUBJECT TO SECTION 409A.
(a)Application. Unless the provisions of this Section of the Plan are expressly superseded by the provisions in the form of Award Agreement, the provisions of this Section shall apply and shall supersede anything to the contrary set forth in the Award Agreement for a Non-Exempt Award.
(b)Non-Exempt Awards Subject to Non-Exempt Severance Arrangements. To the extent a Non- Exempt Award is subject to Section 409A due to application of a Non-Exempt Severance Arrangement, the following provisions of this subsection (b) apply.
(i)If the Non-Exempt Award vests in the ordinary course during the Participant’s Continuous Service in accordance with the vesting schedule set forth in the Award Agreement, and does not accelerate vesting under the terms of a Non-Exempt Severance Arrangement, in no event will the shares be issued in respect of such Non-Exempt Award any later than the later of: (i) December 31st of the calendar year that includes the applicable vesting date, or (ii) the 60th day that follows the applicable vesting date.
(ii)If vesting of the Non-Exempt Award accelerates under the terms of a Non-Exempt Severance Arrangement in connection with the Participant’s Separation from Service, and such vesting acceleration provisions were in effect as of the date of grant of the Non-Exempt Award and, therefore, are part of the terms of such Non-Exempt Award as of the date of grant, then the shares will be earlier issued in settlement of such Non-Exempt Award upon the Participant’s Separation from Service in accordance with the terms of the Non-Exempt Severance Arrangement, but in no event later than the 60th day that follows the date of the Participant’s Separation from Service. However, if at the time the shares would otherwise be issued the Participant is subject to the distribution limitations contained in Section 409A
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applicable to “specified employees,” as defined in Section 409A(a)(2)(B)(i) of the Code, such shares shall not be issued before the date that is six months following the date of such Participant’s Separation from Service, or, if earlier, the date of the Participant’s death that occurs within such six month period.
(iii)If vesting of a Non-Exempt Award accelerates under the terms of a Non-Exempt Severance Arrangement in connection with a Participant’s Separation from Service, and such vesting acceleration provisions were not in effect as of the date of grant of the Non-Exempt Award and, therefore, are not a part of the terms of such Non-Exempt Award on the date of grant, then such acceleration of vesting of the Non-Exempt Award shall not accelerate the issuance date of the shares, but the shares shall instead be issued on the same schedule as set forth in the Grant Notice as if they had vested in the ordinary course during the Participant’s Continuous Service, notwithstanding the vesting acceleration of the Non-Exempt Award. Such issuance schedule is intended to satisfy the requirements of payment on a specified date or pursuant to a fixed schedule, as provided under Treasury Regulations Section 1.409A-3(a)(4).
(c)Treatment of Non-Exempt Awards Upon a Corporate Transaction for Employees and Consultants. The provisions of this subsection (c) shall apply and shall supersede anything to the contrary set forth in the Plan with respect to the permitted treatment of any Non-Exempt Award in connection with a Corporate Transaction if the Participant was either an Employee or Consultant upon the applicable date of grant of the Non-Exempt Award.
(i)Vested Non-Exempt Awards. The following provisions shall apply to any Vested Non- Exempt Award in connection with a Corporate Transaction:
(1)If the Corporate Transaction is also a Section 409A Change in Control then the Acquiring Entity may not assume, continue or substitute the Vested Non-Exempt Award. Upon the Section 409A Change in Control the settlement of the Vested Non-Exempt Award will automatically be accelerated and the shares will be immediately issued in respect of the Vested Non-Exempt Award. Alternatively, the Company may instead provide that the Participant will receive a cash settlement equal to the Fair Market Value of the shares that would otherwise be issued to the Participant upon the Section 409A Change in Control.
(2)If the Corporate Transaction is not also a Section 409A Change in Control, then the Acquiring Entity must either assume, continue or substitute each Vested Non-Exempt Award. The shares to be issued in respect of the Vested Non-Exempt Award shall be issued to the Participant by the Acquiring Entity on the same schedule that the shares would have been issued to the Participant if the Corporate Transaction had not occurred. In the Acquiring Entity’s discretion, in lieu of an issuance of shares, the Acquiring Entity may instead substitute a cash payment on each applicable issuance date, equal to the Fair Market Value of the shares that would otherwise be issued to the Participant on such issuance dates, with the determination of the Fair Market Value of the shares made on the date of the Corporate Transaction.
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(ii)Unvested Non-Exempt Awards. The following provisions shall apply to any Unvested Non-Exempt Award unless otherwise determined by the Board pursuant to subsection (e) of this Section.
(1)In the event of a Corporate Transaction, the Acquiring Entity shall assume, continue or substitute any Unvested Non-Exempt Award. Unless otherwise determined by the Board, any Unvested Non- Exempt Award will remain subject to the same vesting and forfeiture restrictions that were applicable to the Award prior to the Corporate Transaction. The shares to be issued in respect of any Unvested Non-Exempt Award shall be issued to the Participant by the Acquiring Entity on the same schedule that the shares would have been issued to the Participant if the Corporate Transaction had not occurred. In the Acquiring Entity’s discretion, in lieu of an issuance of shares, the Acquiring Entity may instead substitute a cash payment on each applicable issuance date, equal to the Fair Market Value of the shares that would otherwise be issued to the Participant on such issuance dates, with the determination of Fair Market Value of the shares made on the date of the Corporate Transaction.
(2)If the Acquiring Entity will not assume, substitute or continue any Unvested Non- Exempt Award in connection with a Corporate Transaction, then such Award shall automatically terminate and be forfeited upon the Corporate Transaction with no consideration payable to any Participant in respect of such forfeited Unvested Non-Exempt Award. Notwithstanding the foregoing, to the extent permitted and in compliance with the requirements of Section 409A, the Board may in its discretion determine to elect to accelerate the vesting and settlement of the Unvested Non-Exempt Award upon the Corporate Transaction, or instead substitute a cash payment equal to the Fair Market Value of such shares that would otherwise be issued to the Participant, as further provided in subsection (e)(ii) below. In the absence of such discretionary election by the Board, any Unvested Non-Exempt Award shall be forfeited without payment of any consideration to the affected Participants if the Acquiring Entity will not assume, substitute or continue the Unvested Non-Exempt Awards in connection with the Corporate Transaction.
(3)The foregoing treatment shall apply with respect to all Unvested Non-Exempt Awards upon any Corporate Transaction, and regardless of whether or not such Corporate Transaction is also a Section 409A Change in Control.
(d)Treatment of Non-Exempt Awards Upon a Corporate Transaction for Non-Employee Directors. The following provisions of this subsection (d) shall apply and shall supersede anything to the contrary that may be set forth in the Plan with respect to the permitted treatment of a Non-Exempt Director Award in connection with a Corporate Transaction.
(i)If the Corporate Transaction is also a Section 409A Change in Control then the Acquiring Entity may not assume, continue or substitute the Non-Exempt Director Award. Upon the Section 409A Change in Control the vesting and settlement of any Non-Exempt Director Award will automatically be accelerated and the shares will be immediately issued to the Participant in respect of the Non-Exempt Director Award. Alternatively, the Company may provide that the Participant will instead receive a cash settlement equal to the Fair
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Market Value of the shares that would otherwise be issued to the Participant upon the Section 409A Change in Control pursuant to the preceding provision.
(ii)If the Corporate Transaction is not also a Section 409A Change in Control, then the Acquiring Entity must either assume, continue or substitute the Non-Exempt Director Award. Unless otherwise determined by the Board, the Non-Exempt Director Award will remain subject to the same vesting and forfeiture restrictions that were applicable to the Award prior to the Corporate Transaction. The shares to be issued in respect of the Non-Exempt Director Award shall be issued to the Participant by the Acquiring Entity on the same schedule that the shares would have been issued to the Participant if the Corporate Transaction had not occurred. In the Acquiring Entity’s discretion, in lieu of an issuance of shares, the Acquiring Entity may instead substitute a cash payment on each applicable issuance date, equal to the Fair Market Value of the shares that would otherwise be issued to the Participant on such issuance dates, with the determination of Fair Market Value made on the date of the Corporate Transaction.
(e)If the RSU Award is a Non-Exempt Award, then the provisions in this Section 11(e) shall apply and supersede anything to the contrary that may be set forth in the Plan or the Award Agreement with respect to the permitted treatment of such Non-Exempt Award:
(i)Any exercise by the Board of discretion to accelerate the vesting of a Non-Exempt Award shall not result in any acceleration of the scheduled issuance dates for the shares in respect of the Non-Exempt Award unless earlier issuance of the shares upon the applicable vesting dates would be in compliance with the requirements of Section 409A.
(ii)The Company explicitly reserves the right to earlier settle any Non-Exempt Award to the extent permitted and in compliance with the requirements of Section 409A, including pursuant to any of the exemptions available in Treasury Regulations Section 1.409A-3(j)(4)(ix).
(iii)To the extent the terms of any Non-Exempt Award provide that it will be settled upon a Change in Control or Corporate Transaction, to the extent it is required for compliance with the requirements of Section 409A, the Change in Control or Corporate Transaction event triggering settlement must also constitute a Section 409A Change in Control. To the extent the terms of a Non-Exempt Award provides that it will be settled upon a termination of employment or termination of Continuous Service, to the extent it is required for compliance with the requirements of Section 409A, the termination event triggering settlement must also constitute a Separation From Service. However, if at the time the shares would otherwise be issued to a Participant in connection with a “separation from service” such Participant is subject to the distribution limitations contained in Section 409A applicable to “specified employees,” as defined in Section 409A(a)(2)(B)(i) of the Code, such shares shall not be issued before the date that is six months following the date of the Participant’s Separation From Service, or, if earlier, the date of the Participant’s death that occurs within such six month period.
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(iv)The provisions in this subsection (e) for delivery of the shares in respect of the settlement of a RSU Award that is a Non-Exempt Award are intended to comply with the requirements of Section 409A so that the delivery of the shares to the Participant in respect of such Non-Exempt Award will not trigger the additional tax imposed under Section 409A, and any ambiguities herein will be so interpreted.
12.SEVERABILITY.
If all or any part of the Plan or any Award Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of the Plan or such Award Agreement not declared to be unlawful or invalid. Any Section of the Plan or any Award Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.
13.TERMINATION OF THE PLAN.
The Board may suspend or terminate the Plan at any time. No Incentive Stock Options may be granted after the tenth anniversary of the earlier of: (i) the Adoption Date, or (ii) the date the Plan is approved by the Company’s stockholders. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.

14.DEFINITIONS.
As used in the Plan, the following definitions apply to the capitalized terms indicated below:
(a)Acquiring Entity” means the surviving or acquiring corporation (or its parent company) in connection with a Corporate Transaction.
(b)Adoption Date” means the date the Plan is first approved by the Board or Compensation Committee.
(c)Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 promulgated under the Securities Act. The Board may determine the time or times at which “parent” or “subsidiary” status is determined within the foregoing definition.
(d)Applicable Law” means the Code, any applicable U.S. and/or non-U.S. securities, federal, state, foreign, material local or municipal or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, listing rule, regulation, judicial decision, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body (including under the authority of any applicable self-regulating organization such as the Nasdaq Stock Market, New York Stock Exchange, or the Financial Industry Regulatory Authority).
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(e)Award” means any right to receive Common Stock, cash or other property granted under the Plan (including an Incentive Stock Option, a Nonstatutory Stock Option, a Restricted Stock Award, a RSU Award, a SAR, a Performance Award or any Other Award).
(f)Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an Award. The Award Agreement generally consists of the Grant Notice and the agreement containing the written summary of the general terms and conditions applicable to the Award and which is provided to a Participant along with the Grant Notice.
(g)Board” means the board of directors of the Company (or its designee). Any decision or determination made by the Board shall be a decision or determination that is made in the sole discretion of the Board (or its designee), and such decision or determination shall be final and binding on all Participants.
(h)Capital Stock” means each and every class of common stock of the Company, regardless of the number of votes per share.
(i)Capitalization Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Award after the Effective Date without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.
(j)Cause” has the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence of any of the following events: (i) such Participant’s attempted commission of, or participation in, a fraud or act of dishonesty against the Company or an Affiliate; (ii) such Participant’s intentional, material violation of any contract or agreement between the Participant and the Company or an Affiliate, or of any statutory duty owed to the Company or an Affiliate; (iii) such Participant’s unauthorized use or disclosure of the Company or an Affiliate’s confidential information or trade secrets; or (iv) such Participant’s gross or willful misconduct. The determination that a termination of the Participant’s Continuous Service is either for Cause or without Cause will be made by the Board with respect to Participants who are executive officers of the Company and by the Company’s Chief Executive Officer with respect to Participants who are not executive officers of the Company. Any determination by the Company that the Continuous Service of a Participant was terminated with or without Cause for the purposes of outstanding Awards held by such Participant will have no effect upon any determination of the rights or obligations of the Company or an Affiliate, as the case may be, or such Participant for any other purpose.
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(k)Change in Control” or “Change of Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events; provided, however, to the extent necessary to avoid adverse personal income tax consequences to the Participant in connection with an Award, also constitutes a Section 409A Change in Control:
(i)any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on account of the acquisition of securities of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (C) solely because the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur;
(ii)there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction;
(iii)there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition; or
(iv)individuals who, on the date the Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or
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nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board.
Notwithstanding the foregoing or any other provision of this Plan, (A) the term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant shall supersede the foregoing definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply.
(l)Code” means the U.S. Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.
(m)Committee” means the Compensation Committee and any other committee of Directors to whom authority has been delegated by the Board or Compensation Committee in accordance with the Plan.
(n)Common Stock” means the Class A common stock of the Company.
(o)Company” means Coupang, Inc., a Delaware corporation, and any successor corporation thereto.
(p)Compensation Committee” means the Compensation Committee of the Board.
(q)Consultant” means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such services. However, service solely as a Director, or payment of a fee for such service, will not cause a Director to be considered a “Consultant” for purposes of the Plan. Notwithstanding the foregoing, a person is treated as a Consultant under this Plan only if a Form S-8 Registration Statement under the Securities Act is available to register either the offer or the sale of the Company’s securities to such person.
(r)Continuous Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Director or Consultant or a change in the Entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, will not terminate a Participant’s Continuous Service; provided, however, that if the Entity for which a Participant is rendering services ceases to qualify as an Affiliate, as determined by the Board, such Participant’s Continuous Service will be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or to a Director will not constitute an interruption of Continuous Service. To the extent permitted by
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Applicable Law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service will be considered interrupted in the case of (i) any leave of absence approved by the Company, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence will be treated as Continuous Service for purposes of vesting in an Award only to such extent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by Applicable Law. In addition, to the extent required for exemption from or compliance with Section 409A, the determination of whether there has been a termination of Continuous Service will be made, and such term will be construed, in a manner that is consistent with the definition of “separation from service” as defined under U.S. Treasury Regulation Section 1.409A-1(h) (without regard to any alternative definition thereunder).
(s)Corporate Transaction” means the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events:
(i)a sale or other disposition of all or substantially all, as determined by the Board, of the consolidated assets of the Company and its Subsidiaries;
(ii)a sale or other disposition of at least 50% of the outstanding securities of the Company;
(iii)a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or
(iv)a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.
(t)Director” means a member of the Board.
(u)determineor determined” means as determined by the Board or the Committee (or its designee) in its sole discretion.
(v)Disability” means, with respect to a Participant, such Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, as provided in Section 22(e)(3) of the Code, and will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.
(w)Effective Date” means immediately prior to the IPO Date, provided this Plan is approved by the Company’s stockholders prior to the IPO Date.
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(x)Employee” means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of the Plan.
(y)Employer” means the Company or the Affiliate that employs the Participant.
(z)Entity” means a corporation, partnership, limited liability company or other entity.
(aa)Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
(ab)Exchange Act Person” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to a registered public offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities.
(ac)Fair Market Value” means, as of any date, unless otherwise determined by the Board, the value of the Common Stock (as determined on a per share or aggregate basis, as applicable) determined as follows:
(i)If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value will be the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in a source the Board deems reliable.
(ii)If there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value will be the closing selling price on the last preceding date for which such quotation exists.
(iii)In the absence of such markets for the Common Stock, or if otherwise determined by the Board, the Fair Market Value will be determined by the Board in good faith and in a manner that complies with Sections 409A and 422 of the Code.
(ad)Governmental Body” means any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) U.S. or non-U.S. federal, state, local, municipal, or other government; (c) governmental or regulatory body, or
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quasi-governmental body of any nature (including any governmental division, department, administrative agency or bureau, commission, authority, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or Entity and any court or other tribunal, and for the avoidance of doubt, any Tax authority) or other body exercising similar powers or authority; or (d) self- regulatory organization (including the Nasdaq Stock Market, New York Stock Exchange, and the Financial Industry Regulatory Authority).
(ae)Grant Notice” means the notice provided to a Participant that he or she has been granted an Award under the Plan and which includes the name of the Participant, the type of Award, the date of grant of the Award, number of shares of Common Stock subject to the Award or potential cash payment right, (if any), the vesting schedule for the Award (if any) and other key terms applicable to the Award.
(af)Incentive Stock Option” means an option granted pursuant to Section 4 of the Plan that is intended to be, and qualifies as, an “incentive stock option” within the meaning of Section 422 of the Code.
(ag)IPO Date” means the date of the underwriting agreement between the Company and the underwriter(s) managing the initial public offering of the Common Stock, pursuant to which the Common Stock is priced for the initial public offering.
(ah) Materially Impair” means any amendment to the terms of the Award that materially adversely affects the Participant’s rights under the Award. A Participant's rights under an Award will not be deemed to have been Materially Impaired by any such amendment if the Board, in its sole discretion, determines that the amendment, taken as a whole, does not materially impair the Participant's rights. For example, the following types of amendments to the terms of an Award do not Materially Impair the Participant’s rights under the Award: (i) imposition of reasonable restrictions on the minimum number of shares subject to an Option that may be exercised; (ii) to maintain the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (iii) to change the terms of an Incentive Stock Option in a manner that disqualifies, impairs or otherwise affects the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (iv) to clarify the manner of exemption from, or to bring the Award into compliance with or qualify it for an exemption from, Section 409A; or (v) to comply with other Applicable Laws.
(ai) Non-Employee Director” means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.
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(aj)    Non-Exempt Award” means any Award that is subject to, and not exempt from, Section 409A, including as the result of (i) a deferral of the issuance of the shares subject to the Award which is elected by the Participant or imposed by the Company, (ii) the terms of any Non-Exempt Severance Agreement.
(ak)    Non-Exempt Director Award” means a Non-Exempt Award granted to a Participant who was a Director but not an Employee on the applicable grant date.
(al)    Non-Exempt Severance Arrangement” means a severance arrangement or other agreement between the Participant and the Company that provides for acceleration of vesting of an Award and issuance of the shares in respect of such Award upon the Participant’s termination of employment or separation from service (as such term is defined in Section 409A(a)(2)(A)(i) of the Code (and without regard to any alternative definition thereunder) (“Separation from Service”) and such severance benefit does not satisfy the requirements for an exemption from application of Section 409A provided under Treasury Regulations Section 1.409A-1(b)(4), 1.409A-1(b)(9) or otherwise.
(am)Nonstatutory Stock Option” means any option granted pursuant to Section 4 of the Plan that does not qualify as an Incentive Stock Option.
(an)    Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act.
(ao)    Option” means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan.
(ap)    Option Agreement” means a written agreement between the Company and the Optionholder evidencing the terms and conditions of the Option grant. The Option Agreement includes the Grant Notice for the Option and the agreement containing the written summary of the general terms and conditions applicable to the Option and which is provided to a Participant along with the Grant Notice. Each Option Agreement will be subject to the terms and conditions of the Plan.
(aq)    Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.
(ar)    Other Award” means an award based in whole or in part by reference to the Common Stock which is granted pursuant to the terms and conditions of Section 5(c).
(as)    Other Award Agreement” means a written agreement between the Company and a holder of an Other Award evidencing the terms and conditions of an Other Award grant. Each Other Award Agreement will be subject to the terms and conditions of the Plan.
(at)    Own,” “Owned,” “Owner,” “Ownership” means that a person or Entity will be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person or Entity, directly or indirectly, through any contract,
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arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.
(au)    Participant” means an Employee, Director or Consultant to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Award.
(av)    Performance Award” means an Award that may vest or may be exercised or a cash award that may vest or become earned and paid contingent upon the attainment during a Performance Period of certain Performance Goals and which is granted under the terms and conditions of Section 5(b) pursuant to such terms as are approved by the Board. In addition, to the extent permitted by Applicable Law and set forth in the applicable Award Agreement, the Board may determine that cash or other property may be used in payment of Performance Awards. Performance Awards that are settled in cash or other property are not required to be valued in whole or in part by reference to, or otherwise based on, the Common Stock.
(aw)Performance Criteria” means the one or more criteria that the Board will select for purposes of establishing the Performance Goals for a Performance Period. The Performance Criteria that will be used to establish such Performance Goals may be based on any measure of performance selected by the Board.
(ax)    Performance Goals” means, for a Performance Period, the one or more goals established by the Board for the Performance Period based upon the Performance Criteria.
Performance Goals may be based on a Company-wide basis, with respect to one or more business units, divisions, Affiliates, or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise by the Board (i) in the Award Agreement at the time the Award is granted or (ii) in such other document setting forth the Performance Goals at the time the Performance Goals are established, the Board will appropriately make adjustments in the method of calculating the attainment of Performance Goals for a Performance Period as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects; (3) to exclude the effects of changes to generally accepted accounting principles; (4) to exclude the effects of any statutory adjustments to corporate tax rates; (5) to exclude the effects of items that are “unusual” in nature or occur “infrequently” as determined under generally accepted accounting principles; (6) to exclude the dilutive effects of acquisitions or joint ventures; (7) to assume that any business divested by the Company achieved performance objectives at targeted levels during the balance of a Performance Period following such divestiture; (8) to exclude the effect of any change in the outstanding shares of common stock of the Company by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends; (9) to exclude the effects of stock based compensation and the award of bonuses under the Company’s bonus plans; (10) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to expense under generally accepted accounting
31



principles; and (11) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under generally accepted accounting principles. In addition, the Board retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of Performance Goals and to define the manner of calculating the Performance Criteria it selects to use for such Performance Period. Partial achievement of the specified criteria may result in the payment or vesting corresponding to the degree of achievement as specified in the Award Agreement or the written terms of a Performance Cash Award.
(ay)    Performance Period” means the period of time selected by the Board over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to vesting or exercise of an Award. Performance Periods may be of varying and overlapping duration, at the sole discretion of the Board.
(az)    Plan” means this Coupang, Inc. 2021 Equity Incentive Plan, as amended from time to time.
(ba)Plan Administrator” means the person, persons, and/or third-party administrator designated by the Company to administer the day to day operations of the Plan and the Company’s other equity incentive programs.
(bb)Post-Termination Exercise Period” means the period following termination of a Participant’s Continuous Service within which an Option or SAR is exercisable, as specified in Section 4(h).
(bc)Prior Plan” means the Coupang, LLC Amended and Restated 2011 Equity Incentive Plan.
(bd)Prospectus” means the document containing the Plan information specified in Section 10(a) of the Securities Act.
(be)Restricted Stock Award” or “RSA” means an Award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 5(a).
(bf)    Restricted Stock Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. The Restricted Stock Award Agreement includes the Grant Notice for the Restricted Stock Award and the agreement containing the written summary of the general terms and conditions applicable to the Restricted Stock Award and which is provided to a Participant along with the Grant Notice. Each Restricted Stock Award Agreement will be subject to the terms and conditions of the Plan.
(bg)Returning Shares” means shares subject to outstanding stock awards granted under the Prior Plan and that following the Effective Date: (A) are not issued because such stock award or any portion thereof expires or otherwise terminates without all of the shares covered by such stock award having been issued; (B) are not issued because such stock award or any portion thereof is settled in cash; (C) are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required for the vesting of such shares; (D) are
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withheld or required to satisfy the exercise, strike or purchase price; or (E) are withheld or reacquired to satisfy a tax withholding obligation.
(bh)RSU Award” or “RSU” means an Award of restricted stock units representing the right to receive an issuance of shares of Common Stock which is granted pursuant to the terms and conditions of Section 5(a).
(bi)    RSU Award Agreement” means a written agreement between the Company and a holder of a RSU Award evidencing the terms and conditions of a RSU Award grant. The RSU Award Agreement includes the Grant Notice for the RSU Award and the agreement containing the written summary of the general terms and conditions applicable to the RSU Award and which is provided to a Participant along with the Grant Notice. Each RSU Award Agreement will be subject to the terms and conditions of the Plan.
(bj)    Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.
(bk)Rule 405” means Rule 405 promulgated under the Securities Act.
(bl)    Section 409A” means Section 409A of the Code and the regulations and other guidance thereunder.
(bm)Section 409A Change in Control” means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).
(bn)Securities Act” means the U.S. Securities Act of 1933, as amended.
(bo)Share Reserve” means the number of shares available for issuance under the Plan as set forth in Section 2(a).
(bp)Stock Appreciation Right” or “SAR” means a right to receive the appreciation on Common Stock that is granted pursuant to the terms and conditions of Section 4.
(bq)SAR Agreement” means a written agreement between the Company and a holder of a SAR evidencing the terms and conditions of a SAR grant. The SAR Agreement includes the Grant Notice for the SAR and the agreement containing the written summary of the general terms and conditions applicable to the SAR and which is provided to a Participant along with the Grant Notice. Each SAR Agreement will be subject to the terms and conditions of the Plan.
(br)Subsidiary” means, with respect to the Company, (i) any corporation of which more than 50% of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation will have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity in which the Company has a direct
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or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than 50%.
(bs)    Ten Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Affiliate.
(bt)    Trading Policy” means the Company’s policy permitting certain individuals to sell Company shares only during certain "window" periods and/or otherwise restricts the ability of certain individuals to transfer or encumber Company shares, as in effect from time to time.
(bu)Unvested Non-Exempt Award” means the portion of any Non-Exempt Award that had not vested in accordance with its terms upon or prior to the date of any Corporate Transaction.
(bv)Vested Non-Exempt Award” means the portion of any Non-Exempt Award that had vested in accordance with its terms upon or prior to the date of a Corporate Transaction.

34


Exhibit 10.2
Executive Version

COUPANG, INC.
GLOBAL RSU AWARD GRANT NOTICE
(2021 EQUITY INCENTIVE PLAN)
Coupang, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms set forth below (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Company’s 2021 Equity Incentive Plan (the “Plan”) and the Global RSU Award Agreement, including any additional terms and conditions for your country set forth in the appendix thereto (the “Appendix” and, together with the Global RSU Award Agreement, the “Agreement”), all of which are incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Agreement shall have the meanings set forth in the Plan or the Agreement, as applicable.
Participant:
Date of Grant:
Vesting Commencement Date:
Number of Restricted Stock Units:

Vesting Schedule:    [________________________].
Notwithstanding the foregoing, except as otherwise set forth herein, vesting shall terminate upon the Participant’s termination of Continuous Service, as described in Section 7(m) of the Agreement.
In the event that the Participant’s Continuous Service with the Company terminates by reason of the Participant’s death, a number of the then-unvested and outstanding restricted stock units subject to the RSU Award will accelerate and fully vest equal to the number of restricted stock units that would have vested following the date of the Participant’s death had the Participant remained in Continuous Service for two (2) years following the date of the Participant’s death (provided, for purposes of clarity, that in no circumstance will more than 100% of the then-unvested and outstanding restricted stock units subject to the RSU Award become eligible to vest).
If the Participant’s Continuous Service is terminated by the Company without Cause or by the Participant for Good Reason (as defined below), in either case within twelve (12) months following a Corporate Transaction, then fifty percent (50%) of the then-unvested portion of the RSU Award (or any award into which it was converted in connection with the Corporate Transaction) shall become fully vested.
Good Reason” means the occurrence after a Corporate Transaction of any of the following events or conditions unless consented to by the Participant (and the Participant shall be deemed to have consented to any such event or condition unless the Participant provides written notice of the Participant’s non-acquiescence within 30 days of the effective time of such event or condition): (a) a change in the Participant’s responsibilities or duties which represents a material and substantial diminution in the Participant’s responsibilities or duties as in effect immediately preceding the consummation of a Corporate Transaction; (b) a reduction in the Participant’s base salary to a level below that in effect at any time within six (6) months preceding the consummation of a






Corporate Transaction or at any time thereafter; provided that an across-the-board reduction in the salary level of substantially all other individuals in positions similar to the Participant’s by the same percentage amount shall not constitute such a salary reduction; or (c) requiring the Participant to be based at any place outside a 50-mile radius from the Participant’s job location or residence prior to the Corporate Transaction except for reasonably required travel on business which is not materially greater than such travel requirements prior to the Corporate Transaction.
Issuance Schedule:     One share of Common Stock will be issued for each restricted stock unit which vests at the time set forth in Section 6 of the Agreement.
Participant Acknowledgements:     By your signature below or by electronic acceptance or authentication in a form authorized by the Company, you understand and agree that:
The RSU Award is governed by this Global RSU Award Grant Notice (the “Grant Notice”), and the provisions of the Plan and the Agreement, all of which are made a part of this document. Unless otherwise provided in the Plan, this Grant Notice and the Agreement (together, the “RSU Award Agreement”) may not be modified, amended or revised except in a writing signed by you and a duly authorized officer of the Company.
You have read and are familiar with the provisions of the Plan, the RSU Award Agreement and the Prospectus and have had the opportunity to obtain the advice of counsel prior to executing the RSU Award Agreement. In the event of any conflict between the provisions in the RSU Award Agreement, or the Prospectus and the terms of the Plan, the terms of the Plan shall control. You accept as binding, conclusive and final all decisions or interpretations of the Board or its applicable Committee upon any questions relating to the Plan or the RSU Award Agreement.
The RSU Award Agreement sets forth the entire understanding between you and the Company regarding the acquisition of Common Stock and supersedes all prior oral and written agreements, promises and/or representations on that subject with the exception of: (i) other equity awards previously granted to you, and (ii) any written employment agreement, offer letter, severance agreement, written severance plan or policy, or other written agreement between the Company and you in each case that specifies the terms that should govern this RSU Award.
You acknowledge and agree that unless otherwise required to comply with Applicable Law, the restricted stock units covered by the RSU Award will be subject to recoupment under any clawback policy that the Company adopts pursuant to Section 9(i) of the Plan.
(Signature page follows)


2






COUPANG, INC.

PARTICIPANT:





By:





(Signature)


(Signature)
Title:


Date:

Date:














[Signature Page to Global RSU Award Grant Notice & Agreement (2021 Equity Incentive Plan) - Executive]





COUPANG, INC.
2021 EQUITY INCENTIVE PLAN
GLOBAL RSU AWARD AGREEMENT
As reflected by your Global RSU Award Grant Notice (“Grant Notice”), Coupang, Inc. (the “Company”) has granted you a RSU Award under its 2021 Equity Incentive Plan (the “Plan”) for the number of restricted stock units as indicated in your Grant Notice (the “RSU Award”). The terms of your RSU Award as specified in this Global RSU Award Agreement for your RSU Award, including any additional terms and conditions for your country set forth in the appendix hereto (the “Appendix” and, together with the Global RSU Award Agreement, the “Agreement”) and the Grant Notice constitute your “RSU Award Agreement”. Defined terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the same definitions as in the Grant Notice or Plan, as applicable.
The general terms applicable to your RSU Award are as follows:
1.GOVERNING PLAN DOCUMENT. Your RSU Award is subject to all the provisions of the Plan. Your RSU Award is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. Subject to Section 7(b)(vii) of the Plan, in the event of any conflict between the RSU Award Agreement and the provisions of the Plan, the provisions of the Plan shall control.
2.GRANT OF THE RSU AWARD. This RSU Award represents your right to be issued on a future date the number of shares of Common Stock that is equal to the number of restricted stock units indicated in the Grant Notice subject to your satisfaction of the vesting conditions set forth therein (the “Restricted Stock Units”). Any additional Restricted Stock Units that become subject to the RSU Award pursuant to Capitalization Adjustments as set forth in the Plan and the provisions of Section 4 below, if any, shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Restricted Stock Units covered by your RSU Award.
3.FORFEITURE UPON TERMINATION OF CONTINUOUS SERVICE. Unless specifically provided otherwise in the RSU Award Agreement or other written agreement authorized by the Board or its applicable Committee between you and the Company or any of its subsidiaries or parents, as applicable, governing the terms of this RSU Award, if your Continuous Service ceases for any reason, the then-unvested Restricted Stock Units will thereupon be forfeited at no cost to the Company upon the date of such cessation and you will have no further rights to such Restricted Stock Units or the underlying shares of Common Stock.
4.RIGHTS AS A STOCKHOLDER . Neither you nor any person claiming under or through you will have any of the rights or privileges of a stockholder of the Company in respect of any shares of Common Stock deliverable hereunder unless and until certificates representing such shares of Common Stock (which may be in book entry form) will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to you (including through electronic delivery to a brokerage account). After such issuance, recordation and delivery, you will have all the rights of a stockholder of the Company with respect to voting such shares of and receipt of dividends and distributions on such shares of Common Stock. For the avoidance of doubt, you shall receive no benefit or adjustment to your RSU Award with respect to any cash dividend, stock dividend or other distribution that does not result from a Capitalization Adjustment as provided in the Plan; provided, however, that this sentence shall not apply with respect to any shares of Common Stock that are delivered to you in connection with your RSU Award after such shares have been delivered to you.
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5.RESPONSIBILITY FOR TAXES.
(a)Regardless of any action taken by the Company or, if different, the Affiliate to which you provide Continuous Service (the “Service Recipient”) with respect to any income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items associated with the grant or vesting of the RSU Award or sale of the underlying Common Stock or other tax-related items related to your participation in the Plan and legally applicable or deemed applicable to you (the “Tax Liability”), you hereby acknowledge and agree that the Tax Liability is your ultimate responsibility and may exceed the amount, if any, actually withheld by the Company or the Service Recipient. You further acknowledge that the Company and the Service Recipient (i) make no representations or undertakings regarding any Tax Liability in connection with any aspect of this RSU Award, including, but not limited to, the grant or vesting of the RSU Award, the issuance of Common Stock pursuant to such vesting, the subsequent sale of shares of Common Stock, and the payment of any dividends on the shares; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSU Award to reduce or eliminate your Tax Liability or achieve a particular tax result. Further, if you are subject to Tax Liability in more than one jurisdiction, you acknowledge that the Company and/or the Service Recipient (or former service recipient, as applicable) may be required to withhold or account for Tax Liability in more than one jurisdiction.
(b)Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Service Recipient to satisfy all Tax Liability. As further provided in Section 8 of the Plan, you hereby authorize the Company and any applicable Service Recipient to satisfy any applicable withholding obligations with regard to the Tax Liability by one or a combination of the following methods: (i) causing you to pay any portion of the Tax Liability in cash or cash equivalent in a form acceptable to the Company and/or the Service Recipient; (ii) withholding from any compensation otherwise payable to you by the Company or the Service Recipient; (iii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award; provided, however, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of, as applicable, the Board, the Compensation Committee of the Board (the “Compensation Committee”), the Section 16 Equity Committee of the Board (the “Section 16 Equity Committee”), or another appropriate sub-committee of the Board; (iv) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”), pursuant to this authorization and without further consent, whereby you irrevocably elect to sell a portion of the shares of Common Stock to be delivered in connection with your Restricted Stock Units to satisfy the Tax Liability and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Tax Liability directly to the Company or the Service Recipient; and/or (v) any other method determined by the Company to be in compliance with Applicable Law. Furthermore, you agree to pay or reimburse the Company or the Service Recipient any amount the Company or the Service Recipient may be required to withhold, collect or pay as a result of your participation in the Plan or that cannot be satisfied by the means previously described. In the event it is determined that the amount of the Tax Liability was greater than the amount withheld by the Company and/or the Service Recipient (as applicable), you agree to indemnify and hold the Company and/or the Service Recipient (as applicable) harmless from any failure by the Company or the applicable Service Recipient to withhold the proper amount.
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(c)The Company and/or the Service Recipient may withhold or account for your Tax Liability by considering statutory withholding amounts or other withholding rates applicable in your jurisdiction(s), including maximum applicable rates in your jurisdiction(s); provided, however, that to the extent necessary to qualify for an exemption under Section 16(b) of the Exchange Act, if applicable, such higher withholding rate will be subject to the express prior approval of, as applicable, the Board, the Compensation Committee, the Section 16 Equity Committee, or another appropriate sub-committee of the Board. In the event of over-withholding, you may receive a refund of any over-withheld amount in cash from the Company or the Service Recipient (with no entitlement to the Common Stock equivalent), or if not refunded, you may seek a refund from the local tax authorities. In the event of under- withholding, you may be required to pay any Tax Liability directly to the applicable tax authority or to the Company and/or the Service Recipient. If the Tax Liability withholding obligation is satisfied by withholding shares of Common Stock, for tax purposes, you are deemed to have been issued the full number of shares of Common Stock subject to the vested portion of the RSU Award, notwithstanding that a number of the shares of Common Stock is held back solely for the purpose of paying such Tax Liability.
(d)You acknowledge that the Company shall have no obligation to issue or deliver shares of Common Stock until you have fully satisfied any applicable Tax Liability, as determined by the Company. Unless any withholding obligation for the Tax Liability is satisfied, the Company shall have no obligation to issue or deliver to you any Common Stock in respect of the RSU Award.
(e)Depending on the country to whose laws you are subject, the Company or Service Recipient may report information on income subject to personal income tax in connection with the RSU Award, including, but not limited to, information needed to calculate such income, to the relevant tax authorities, and you agree that the Company or Service Recipient may provide such information to satisfy related requests and/or obligations. You also agree that the Company or Service Recipient has no obligation to respond on your behalf to any question, investigation, claim, or challenge against you from the tax authorities, which may arise from the filing of information. You should speak with your personal tax, legal, and/or financial advisors regarding the same.
6.ISSUANCE OR DELIVERY OF SHARES. Subject to Section 23 and except as otherwise provided for herein, within 70 days after the vesting date or vesting event, as applicable, as specified in the Grant Notice, the Company shall issue or deliver, subject to the conditions of this Agreement, the vested shares of Common Stock to you. Such issuance or delivery shall be evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such issuance or delivery, except as otherwise provided in Section 5. Prior to the issuance to you of the shares of Common Stock subject to the RSU Award, you shall have no direct or secured claim in any specific assets of the Company or in such shares of Common Stock, and will have the status of a general unsecured creditor of the Company. In no event will you be permitted, directly or indirectly, to specify the taxable year or date of settlement of any Restricted Stock Units.
7.NATURE OF GRANT. In accepting the RSU Award, you acknowledge, understand and agree that:
(a)the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b)the grant of the RSU Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
(c)all decisions with respect to future RSU Awards or other grants, if any, will be at the sole discretion of the Company;
(d)the RSU Award and your participation in the Plan shall not create a right to employment or other service relationship with the Company;
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(e)the RSU Award and your participation in the Plan shall not be interpreted as forming or amending an employment or service contract with the Company or the Service Recipient, and shall not interfere with the ability of the Company or the Service Recipient, as applicable, to terminate your Continuous Service (if any);
(f)the RSU Award and your participation in the Plan shall not entitle you to any privileges of ownership with respect to the shares of Common Stock subject to the RSU Award unless and until, and only to the extent, such shares become vested pursuant to the Grant Notice and you become a stockholder of record with respect to such shares;
(g)you are voluntarily participating in the Plan;
(h)the RSU Award and the shares of Common Stock subject to the RSU Award, and the income from and value of same, are not intended to replace any pension rights or compensation;
(i)the RSU Award and the shares of Common Stock subject to the RSU Award, and the income from and value of same, are not part of normal or expected compensation for purposes of, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(j)unless otherwise agreed with the Company in writing, the RSU Award and the shares of Common Stock subject to the RSU Award, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of an Affiliate;
(k)the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;
(l)no claim or entitlement to compensation or damages shall arise from forfeiture of the RSU Award resulting from the termination of your Continuous Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are providing service or the terms of your employment or other service agreement, if any);
(m)for purposes of the RSU Award, your Continuous Service will be considered terminated as of the date you are no longer actively providing services to the Company or any Affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are providing service or the terms of your employment or other service agreement, if any), and such date will not be extended by any notice period (e.g., your period of Continuous Service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are providing service or the terms of your employment or other service agreement, if any); the Compensation Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your RSU Award (including whether you may still be considered to be providing services while on a leave of absence); and
(n)neither the Company nor the Service Recipient shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to you pursuant to the settlement of the RSU Award or the subsequent sale of any shares of Common Stock acquired upon settlement.
8.TRANSFERABILITY. Except as otherwise provided in the Plan, your RSU Award is not transferable, except by will or by the applicable laws of descent and distribution.
9.CORPORATE TRANSACTION. Your RSU Award is subject to the terms of any agreement governing a Corporate Transaction involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on your behalf with respect to any escrow, indemnities and any contingent consideration.
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10.NO LIABILITY FOR TAXES. As a condition to accepting the RSU Award, you hereby (a) agree to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to any Tax Liability arising from the RSU Award and (b) acknowledge that you were advised to consult with your own personal tax, financial and other legal advisors regarding the tax consequences of the RSU Award and have either done so or knowingly and voluntarily declined to do so.
11.NO ADVICE REGARDING GRANT. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying shares of Common Stock. You should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
12.NO GUARANTEE OF CONTINUED SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY YOUR CONTINUOUS SERVICE, WHICH UNLESS PROVIDED OTHERWISE UNDER APPLICABLE LAWS IS AT THE WILL OF THE APPLICABLE SERVICE RECIPIENT AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS RSU AWARD OR ACQUIRING SHARES HEREUNDER. YOU FURTHER ACKNOWLEDGE AND AGREES THAT THIS RSU AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUOUS SERVICE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH YOUR RIGHT OR THE RIGHT OF ANY SERVICE RECIPIENT TO TERMINATE YOUR CONTINUOUS SERVICE, SUBJECT TO APPLICABLE LAW, WHICH TERMINATION, UNLESS PROVIDED OTHERWISE UNDER APPLICABLE LAW, MAY BE AT ANY TIME, WITH OR WITHOUT CAUSE.
13.GOVERNING LAW AND VENUE. The RSU Award and the provisions of this Agreement are governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the conflict of law principles that would result in any application of any law other than the law of the State of Delaware. For purposes of any action, lawsuit or other proceedings brought to enforce this Agreement, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the courts of the State of Delaware, and no other courts, where this grant is made and/or to be performed.
14.SEVERABILITY. If any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.
15.COMPLIANCE WITH LAW. Notwithstanding any other provision of the Plan or this Agreement, unless there is an exemption from any registration, qualification or other legal requirement applicable to the shares of Common Stock, the Company shall not be required to deliver any shares issuable upon settlement of the Restricted Stock Units prior to the completion of any registration or qualification of the shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. You understand that the Company is under no obligation to register or qualify the shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the shares. Further, you agree that the Company shall have unilateral authority to amend the Agreement without your consent to the extent necessary to comply with securities or other laws applicable to issuance of shares of Common Stock.
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16.LANGUAGE. You acknowledge that you are proficient in the English language, or have consulted with an advisor who is proficient in the English language, so as to enable you to understand the provisions of this Agreement and the Plan. If you have received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
17.ELECTRONIC DELIVERY AND PARTICIPATION. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.
18.APPENDIX. Notwithstanding any provisions in this Global RSU Award Agreement, the RSU Award shall be subject to any additional terms and conditions set forth in any Appendix for your country. Moreover, if you relocate to one of the countries included in the Appendix, the additional terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.
19.IMPOSITION OF OTHER REQUIREMENT. The Company reserves the right to impose other requirements on your participation in the Plan, on the RSU and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
20.WAIVER. You acknowledge that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by you or any other participant.
21.INSIDER TRADING/MARKET ABUSE. You acknowledge that, depending on your or your broker’s country or where the Company shares are listed, you may be subject to insider trading restrictions and/or market abuse laws which may affect your ability to accept, acquire, sell or otherwise dispose of shares of Common Stock, rights to shares (e.g., Restricted Stock Units) or rights linked to the value of shares (e.g., phantom awards, futures) during such times you are considered to have “inside information” regarding the Company as defined in the laws or regulations in the applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Keep in mind third parties includes fellow employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable insider trading policy of the Company. You are responsible for complying with any restrictions and should speak to your personal advisor on this matter.
22.EXCHANGE CONTROL, FOREIGN ASSET/ACCOUNT AND/OR TAX REPORTING. Depending upon the country to which laws you are subject, you may have certain foreign asset/account and/or tax reporting requirements that may affect your ability to acquire or hold shares of Common Stock under the Plan or cash received from participating in the Plan (including from any dividends or sale proceeds arising from the sale of shares of Common Stock) in a brokerage or bank account outside your country of residence. Your country may require that you report such accounts, assets or transactions to the applicable authorities in your country. You also may be required to repatriate cash received from participating in the Plan to your country within a certain period of time after receipt. You are responsible for knowledge of and compliance with any such regulations and should speak with your personal tax, legal and financial advisors regarding same.
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23.SECTION 409A. This RSU Award is intended to be exempt from or comply with Section 409A of the Code, and shall be interpreted and construed accordingly, and each payment hereunder shall be considered a separate payment. To the extent this Agreement provides for the Award to become vested and be settled your termination of employment, the applicable shares of Common Stock shall be transferred to you or your beneficiary upon your “separation from service,” within the meaning of Section 409A of the Code; provided that if you are a “specified employee,” within the meaning of Section 409A of the Code, then to the extent the RSU Award constitutes nonqualified deferred compensation, within the meaning of Section 409A of the Code, such shares of Common Stock shall be transferred to you or your beneficiary upon the earlier to occur of (i) the day following the six-month anniversary of such separation from service and (ii) the date of your death. In no event will the Company, any Service Recipient or any Affiliate of the Company have any responsibility, liability, or obligation to reimburse, indemnify, or hold harmless you (or any other person) for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A of the Code.
24.OTHER DOCUMENTS. You hereby acknowledge receipt of or the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Prospectus. In addition, you acknowledge receipt of the Company’s Trading Policy.
25.QUESTIONS. If you have questions regarding these or any other terms and conditions applicable to your RSU Award, including a summary of the applicable federal income tax consequences please see the Prospectus.


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COUPANG, INC.
2021 EQUITY INCENTIVE PLAN
APPENDIX
TO
GLOBAL RSU AWARD AGREEMENT

TERMS AND CONDITIONS
This Appendix forms part of the Global RSU Award Agreement (the “Agreement”) and includes additional terms and conditions that govern the RSU Award granted to you under the Plan if you reside and/or work in one of the jurisdictions listed below. Capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan, the Agreement, and/or the related Global RSU Award Grant Notice.
If you are a citizen or resident (or are considered as such for local law purposes) of a country other than the country in which you are currently residing and/or working, or if you relocate to another country after the grant of the RSU Award, the Company shall, in its discretion, determine to what extent the additional terms and conditions contained herein shall be applicable to you.
NOTIFICATIONS
This Appendix may also include information regarding exchange controls and certain other issues of which you should be aware with respect to participation in the Plan. The information is based on the securities, exchange control, and other laws in effect in the respective countries as of January 2021. Such laws are often complex and change frequently. As a result, you should not rely on the information in this Appendix as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the time you vest in the Restricted Stock Units, acquire shares of Common Stock, or sell shares of Common Stock acquired under the Plan.
In addition, the information contained below is general in nature and may not apply to your particular situation. You should seek appropriate professional advice as to how the relevant laws in your country may apply to your situation.
If you are a citizen or resident (or are considered as such for local law purposes) of a country other than the country in which you are currently residing and/or working, or if you relocate to another country after the grant of the RSU Award, the notifications herein may not apply to you in the same manner.
Appendix-1






CHINA
TERMS AND CONDITIONS
The following provisions apply only to participants who are subject to exchange control restrictions imposed by the State Administration of Foreign Exchange (“SAFE”), as determined by the Company in its sole discretion:
Award Conditioned on Satisfaction of Regulatory Obligations. In addition to the vesting requirements set forth in the Grant Notice and the Agreement, settlement of the Restricted Stock Units is also conditioned on the Company’s completion of a registration of the Plan and the Restricted Stock Units with SAFE and on the continued effectiveness of such registration. If or to the extent the Company does not complete or maintain the registration, no shares of Common Stock shall be issued pursuant to the Restricted Stock Units, and the Company may decide to cancel and forfeit any outstanding Restricted Stock Units if it determines that it is not feasible or practical to complete or maintain a SAFE registration.
Shares Must Remain with Company’s Broker. You agree to hold any shares of Common Stock received upon settlement of the Restricted Stock Units with the broker designated by the Company for this purpose until the shares of Common Stock are sold. The limitation shall apply to all shares of Common Stock issued to you under the Plan, whether or not you remain in service or employment.
Forced Sale of Shares. The Company has the discretion to arrange for the sale of the shares of Common Stock issued upon settlement of the Restricted Stock Units, either immediately upon settlement or at any time thereafter. In any event, if your Continuous Service is terminated, you will be required to sell all shares of Common Stock acquired upon settlement of the Restricted Stock Units within such time period as required by the Company in accordance with SAFE requirements. Any shares of Common Stock remaining in the brokerage account at the end of this period shall be sold by the broker (on your behalf without further consent). You agree to sign any additional agreements, forms and/or consents that reasonably may be requested by the Company (or the Company’s broker) to effectuate the sale of shares of Common Stock (including, without limitation, as to the transfer of the sale proceeds and other exchange control matters noted below) and shall otherwise cooperate with the Company with respect to such matters. You acknowledge that neither the Company nor the broker is under any obligation to arrange for the sale of shares of Common Stock at any particular price and that broker’s fees and similar expenses may be incurred in any such sale. In any event, when the shares of Common Stock are sold, the sale proceeds, less any withholding for any Tax Liability, any broker’s fees or commissions, and any similar expenses of the sale will be remitted to you in accordance with applicable exchange control laws and regulations.
Exchange Control Restrictions. You understand and agree that you will be required to immediately repatriate to China the proceeds from the sale of any shares of Common Stock acquired under the Plan and any cash dividends paid on such shares of Common Stock. You further understand that such repatriation of proceeds may need to be effected through a special bank account established by the Company or the Service Recipient, and you hereby consent and agree that any sale proceeds and cash dividends may be transferred to such special account by the Company or the Service Recipient on your behalf prior to being delivered to you and that no interest shall be paid with respect to funds held in such account.
The proceeds may be paid to you in U.S. dollars or local currency at the Company’s discretion. If the proceeds are paid to you in U.S. dollars, you understand that a U.S. dollar bank account in China must be established and maintained so that the proceeds may be deposited into such account. If the proceeds are paid to you in local currency, you acknowledge that the Company and/or the Service Recipient are/is under no obligation to secure any particular exchange conversion rate and that the Company and/or the Service Recipient may face delays in converting the proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Common Stock are sold and the time the net proceeds are converted into local currency and distributed to you. You further agree to comply with any other requirements that may be imposed by the Company and/or the Service Recipient in the future in order to facilitate compliance with exchange control requirements in China.
Appendix-2






Administration. Neither the Company nor the Service Recipient shall be liable for any costs, fees, lost interest or dividends or other losses that you may incur or suffer resulting from the enforcement of the terms of these Terms and Conditions or otherwise from the Company’s operation of the Plan, the Agreement, the Grant Notice and the Restricted Stock Units in accordance with any Applicable Laws.
NOTIFICATIONS
Exchange Control Information. Chinese residents may be required to report to SAFE all details of their foreign financial assets and liabilities (including shares of Common Stock acquired under the Plan), as well as details of any economic transactions conducted with non-Chinese residents.

HONG KONG
TERMS AND CONDITIONS
Form of Settlement. The following provision supplements Section 6 of the Agreement:
The grant of the RSU Award does not provide any right for you to receive a cash payment and the Restricted Stock Units are payable in shares of Common Stock only.
Restriction on Sale. In the event your Restricted Stock Units vest and shares of Common Stock are issued to you within six months of the Date of Grant, you agree that you will not dispose of any shares of Common Stock acquired prior to the six-month anniversary of the Date of Grant.
NOTIFICATIONS
Securities Law Information. Warning: The RSU Award and the shares of Common Stock issued to you at vesting of the Restricted Stock Units do not constitute a public offer of securities and are available only to Employees, Directors and Consultants of the Company, the Service Recipient and any other Affiliate.
You should be aware that the contents of the Agreement and the Plan are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong, nor have they been reviewed by any regulatory authority in Hong Kong. You should exercise caution in relation to participation in the Plan. The RSU Award is intended only for the personal use of each Participant who meets the eligibility requirements under the Plan and may not be distributed to any other person. If you are in any doubt about any of the contents of the Agreement or the Plan, you should obtain independent professional advice.

INDIA
NOTIFICATIONS
Exchange Control Notice. You must repatriate to India any funds/ foreign exchange received pursuant to your participation in the Plan (e.g., proceeds from the sale of Shares and cash dividends) to India within 90 days of receipt. Further, you shall in no case take any action (or refrain from taking any action) that has the effect of: (a) delaying the receipt by you of the whole or part of such foreign exchange; or (b) eliminating the foreign exchange in whole or in part to be receivable by you.
You should obtain evidence of the repatriation of funds in the form of a foreign inward remittance certificate (“FIRC”) from the bank where you deposit the foreign currency. You should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or your employer requests proof of repatriation. It is your responsibility to comply with applicable exchange control laws in India.
Appendix-3






Foreign Accounts Reporting Information. You are required to declare your foreign bank accounts and any foreign financial assets (including Shares held outside India) in your annual tax return. It is your responsibility to comply with this reporting obligation and you should consult your personal advisor in this regard.
Upon receipt or realization of the foreign exchange in India, including in relation to any dividend payments, you shall surrender the received or realized foreign exchange to a person within a period of 90 days from the date of such receipt or realization, as the case may be.
Filing of Form OPI. CPNG India Private Limited or another appropriate subsidiary or affiliate of the Company (the “Indian Affiliate”) shall file Form OPI on a half yearly basis providing details of the overseas investment, once the Shares are issued to you. Form OPI shall contain the details in relation to the Shares issued during the half-year in which such acquisition of shares or interest is made as of September 30th or March 31st. As per Form OPI, following details will have to be disclosed such as: (i) net amount of restricted stock unit investment held abroad at cost basis at the start of the half year (opening balance), (ii) investments or reinvestments made, (iii) disinvestments made, and (iv) net amount of investments held abroad (closing balance).
Disclosure Requirements. You (Indian resident) should keep the Indian Affiliate informed when you sell any Shares obtained under the Plan (whether while in employment with the Indian Affiliate or not) to enable the Indian Affiliate to fulfil any reporting requirements under any applicable law.
LRS Scheme. You acknowledge that your investments in the Company’s shares is ‘overseas portfolio investment’ and you have to comply with the limits and conditions under the Liberalized Remittance Scheme issued by the Reserve Bank of India (“LRS Scheme”). Currently, resident individuals in India are permitted to remit up to USD 250,000 per financial year under the LRS Scheme, which includes remittances for acquisition of foreign securities, education, family expenses abroad, etc. (“LRS Limit”) and there is no limit on remittances for RSU Awards. This implies that while you are free to remit any amount of funds with regards to RSU Awards, your remittance will first be reckoned against your LRS Limit, i.e., you would be free to remit funds beyond your LRS Limit, but this will exhaust your LRS Limit. You undertake to notify the Indian Affiliate or the respective employer, how much of the LRS Limits you have utilized each financial year and prior to the grant of the benefits under the Plan.
Data Protection Laws. The personal data (if any), including any personal data, provided by the employees shall be provided to the Indian Affiliate for the purpose of administering and implementing the Plan or any actions pursuant to the Plan. You shall expressly consent to sharing your personal data (including any personal data) in compliance with the requirements of the (Indian) Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (“Rules”) enacted under the (Indian) Information Technology Act, 2000.
In the event of a change in the law applicable to data protection in India, you agree to provide all necessary co-operation as may be required by the Indian Affiliate to comply with the terms of applicable laws and the Agreement.
Taxation Requirement. You are liable to report, declare and pay tax on the taxable value of the perquisite received from exercising the RSU Award, in the financial year in which the Common Stock of the Company is allotted to you. The value of the taxable perquisites would have to be determined in accordance with the applicable provisions of the Income-tax Act, 1961. It is your responsibility to comply with the taxation laws in India and you should consult your personal tax advisor in this regard.
The Company or the Service Recipient (as applicable) shall be liable to deduct tax on the value of the perquisite received from exercising the RSU Award, on the day on which the Common Stock of the Company is allotted to you. You hereby authorize the Company or the Service Recipient (as applicable) to satisfy any applicable withholding obligations with regard to the Tax Liability, in accordance with provisions of Section 5 of the Agreement.

Appendix-4






INDONESIA
TERMS AND CONDITIONS
Language Consent and Notification. By accepting the RSU Award, (i) you confirm having read and understood the documents relating to this grant (i.e., the Notice of Grant, the Agreement and the Plan) which were provided in the English language, (ii) you accept the terms of those documents accordingly, and (iii) you agree that you will not challenge the validity of this document based on Law No. 24 of 2009 on National Flag, Language, Coat of Arms and National Anthem or the implementing Presidential Regulation (when issued).
Persetujuan dan Pemberitahuan Bahasa. Dengan menerima pemberian Unit Saham Terbatas (Restricted Stock Units) ini, Peserta (i) anda mengkonfirmasi bahwa anda telah membaca dan mengerti isi dokumen yang terkait dengan pemberian ini (yaitu, Pemberitahuan Pemberian, Perjanjian Penghargaan dan Program) yang disediakan dalam Bahasa Inggris, (ii) Anda menerima syarat dari dokumen-dokumen tersebut, dan (iii) Anda menerima syarat dari dokumen-dokumen tersebut, dan (iii) anda setuju bahwa anda tidak akan mengajukan keberatan atas keberlakuan dokumen ini berdasarkan Undang-Undang No. 24 tahun 2009 tentang Bendera, Bahasa dan Lambang Negara serta Lagu Kebangsaan atau Peraturan Presiden pelaksana (ketika diterbitkan).
NOTIFICATIONS
Exchange Control Information. Indonesian residents must provide Bank Indonesia with information on foreign exchange activities (e.g., remittance of proceeds from the sale of shares of Common Stock into Indonesia) via a monthly report submitted online through Bank Indonesia’s website. The report is due no later than the 15th day of the month following the month in which the activity occurred. Bank Indonesia may issue further implementing regulations.
In addition, when proceeds from the sale of shares of Common Stock are remitted into Indonesia, a statistical reporting requirement will apply and the Indonesian bank executing the transaction may request information from you, and you will be obliged to provide such information so that the bank can fulfill this reporting requirement to Bank Indonesia.

JAPAN
NOTIFICATIONS
Exchange Control Information. If you acquire shares of Common Stock valued at more than JPY 100 million in a single transaction, you must file a Securities Acquisition Report with the Ministry of Finance through the Bank of Japan within 20 days after the acquisition of the shares of Common Stock.
Foreign Asset/Account Reporting Information. You are required to report details of any assets held outside Japan as of December 31, including shares of Common Stock, to the extent such assets have a total net fair market value exceeding JPY 50 million. Such report will be due by March 15 each year. You are responsible for complying with this reporting obligation and should consult with your personal tax advisor as to whether you will be required to report the details of the Restricted Stock Units or shares of Common Stock you hold.

Appendix-5






KOREA
NOTIFICATIONS
Foreign Asset/Account Reporting Information. You must declare all foreign financial accounts (e.g., non-Korean bank accounts, brokerage accounts) to the Korean tax authority and file a report with respect to such accounts in June of the following year if the monthly balance of such accounts in the aggregate exceeds KRW 500 million (or an equivalent amount in foreign currency) on any month-end date during a calendar year. You should consult with your personal tax advisor to determine your personal reporting obligations.

SINGAPORE
TERMS AND CONDITIONS
Securities Law Information. The RSU Award is granted pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”) under which it is exempt from the prospectus and registration requirements and is not made with a view to the underlying shares of Common Stock being subsequently offered for sale to any other party. The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. You should note that the Restricted Stock Units are subject to section 257 of the SFA and that you will not be able to make any offer or subsequent sale of the shares of Common Stock in Singapore, unless such offer or sale is made (1) after six months from the Date of Grant or (2) pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA.
NOTIFICATIONS
Director Reporting Information. If you are a director, associate director or shadow director of a Singapore Affiliate, you may be subject to certain notification requirements under the Singapore Companies Act, regardless of whether you are a Singapore resident or employed in Singapore. These requirements include an obligation to notify the Singapore Affiliate in writing of an interest (e.g., Restricted Stock Units, shares of Common Stock) in the Company within two days of (i) its acquisition or disposal, (ii) any change in a previously disclosed interest (e.g., when the Restricted Stock Units vest), or (iii) becoming a director, associate director or shadow director if such an interest exists at that time. If you are the chief executive officer (“CEO”) of a Singapore Affiliate and the above notification requirements are determined to apply to the CEO of a Singapore Affiliate, the above notification requirements also may apply.

TAIWAN
NOTIFICATIONS
Securities Law Information. The offer of participation in the Plan is available only to eligible Employees, Directors and Consultants of the Company, the Service Recipient and any other Affiliate. The offer of participation in the Plan is not a public offer of securities by a Taiwanese company.
Exchange Control Information. You may remit foreign currency in relation to the shares of Common Stock into Taiwan through an authorized foreign exchange bank in an amount of up to USD 5 million per year.
However, if the transaction amount is TWD 500,000 or more in a single transaction, you must submit a Foreign Exchange Transaction Form, and other supporting documentation (such as the RSU Award Agreement) to the satisfaction of the remitting bank.

Appendix-6






UNITED KINGDOM
TERMS AND CONDITIONS
Form of Settlement. The following provision supplements Section 6 of the Agreement:
The grant of the RSU Award does not provide any right for you to receive a cash payment and the Restricted Stock Units are payable in shares of Common Stock only.
Responsibility for Taxes. The following provision supplements Section 5 of the Agreement:
Without limitation to Section 5 of the Agreement, you agree that you are liable for all Tax Liability and hereby covenant to pay all such Tax Liability, as and when requested by the Company or, if different, the Service Recipient or by HM Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also agree to indemnify and keep indemnified the Company and, if different, the Service Recipient against any Tax Liability that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on your behalf.
Notwithstanding the foregoing, if you are a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the immediately foregoing provision will not apply; instead, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and National Insurance contributions (“NICs”) may be payable. You will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Service Recipient (as appropriate) the amount of any NICs due on this additional benefit.
PORTUGAL
TERMS AND CONDITIONS
Form of Settlement. The following provision supplements Section 6 of the Agreement:
The grant of the RSU Award does not provide any right for you to receive a cash payment and the Restricted Stock Units are payable in shares of Common Stock only, unless otherwise agreed in writing.
Termination of Continuous Service. The following provision supplements Section 7(m) of the Agreement:
Notwithstanding Section 7(m) of the Agreement, for Participants employed in Portugal, the date on which Continuous Service is considered terminated for purposes of this RSU Award shall be the effective date on which the employment contract terminates in accordance with the applicable mandatory provisions of the Codigo do Trabalho (Lei n.o 7/2009, of 12 February, as amended). For the avoidance of doubt, where the Company or Service Recipient serves a notice of termination on the Participant, the Continuous Service period shall include the full statutory or contractual notice period to which the Participant is entitled under Portuguese law, whichever is longer, to the extent required by Portuguese mandatory law.
Responsibility for Taxes. The following provision supplements Section 5 of the Agreement:
Without limitation to Section 5 of the Agreement, Participants employed in Portugal should be aware that:
(i) The fair market value of shares of Common Stock issued upon vesting of the RSU Award will constitute employment income (rendimentos do trabalho dependente - Category A) for the purposes of the Codigo do Imposto sobre o Rendimento das Pessoas Singulares (the “CIRS”), pursuant to Article 2(3)(b)(8) of the CIRS, and will be subject to progressive IRS rates under the general tax regime and unless any special regime applies. Participants are responsible for declaring this income in their annual IRS return. The Employer is obliged to declare the value of the shares vested each year as employment income to the Tax Authorities, which should be validated by the employee in the annual IRS return.
Appendix-7






(ii) Social Security contributions (employee rate: approximately 11%; employer rate: approximately 23.75%) may be due at the time of vesting to the extent the RSU Award is considered part of local compensation. The Service Recipient will notify the Participant of any applicable Social Security withholding obligations.
(iii) Participants are solely responsible for complying with all applicable tax and reporting obligations and are encouraged to seek independent tax advice, including as to whether the reduced tax regime under Article 43-C of the Estatuto dos Beneficios Fiscais (introduced by Lei n.o 21/2023, of 25 May) may apply to this RSU Award, as eligibility requires the awarding entity to qualify as a startup, scaleup, or company with relevant research and development investment under Portuguese law. At the moment, under that regime, where applicable, only 50% of the income derived from a qualifying equity plan is included in taxable income, subject to a special rate of 28% (effective rate of 14%), provided the shares are held for at least one year following vesting.(iv) Any capital gain arising from the subsequent sale of shares of Common Stock will be treated as Category G income under the CIRS and taxed at the applicable rate , unless the Participant elects to aggregate such income with other income for IRS purposes, or any special tax regime is applicable.
It is the exclusive responsibility of the Participant to verify and action any special taxation regime available as of the date of the tax return. Participants are encouraged to seek independent tax advice as to whether the reduced tax regimes are available and applicable and how to action these on their tax returns.
Data Protection. The following provision supplements Section 17 of the Agreement:
For Participants in Portugal, by accepting this RSU Award, you acknowledge and agree that the Company and the Service Recipient may collect and process your personal data (including your name, contact details, employment information, and financial data) for the purpose of administering and implementing the Plan. The legal bases for such processing are the performance of the employment contract and the legitimate interests of the Company in administering the Plan (Articles 6(1)(b) and 6(1)(f) of Regulation (EU) 2016/679, the “GDPR”, as applicable in Portugal through Lei n.o 58/2019, of 8 August).
Your personal data may be transferred to Coupang, Inc. in the United States of America and to third-party brokers and plan administrators for the purposes of administering the Plan. Any such transfer to the United States shall be subject to appropriate safeguards in accordance with Article 46 of the GDPR, including, where applicable, Standard Contractual Clauses approved by the European Commission or certification under the EU-US Data Privacy Framework.
You have the right to access, rectify, erase, restrict the processing of, obtain portability of, and object to the processing of your personal data, to the extent provided under applicable law. To exercise any of these rights, please contact privacy@farfetch.com.
NOTIFICATIONS
Exchange Control and Tax Reporting Information. The following provision supplements Section 22 of the Agreement:
There are no exchange control restrictions in Portugal applicable to the acquisition, holding, or disposal of shares of Common Stock or to the receipt of proceeds from the sale of shares of Common Stock, as Portugal is a Member State of the European Union and benefits from the principle of free movement of capital.
Reporting obligations to the Banco de Portugal may also apply if the total value of your annual external financial transactions reaches or exceeds EUR 250,000, in accordance with Banco de Portugal Instruction n.o 4/2024 (amending Instruction n.o 27/2012).
Language. The following provision supplements Section 16 of the Agreement:
A Portuguese translation of this Agreement is available upon request from the Company or the Service Recipient. In the event of any inconsistency between any Portuguese translation and the English version of this Agreement, the English version shall prevail and control.
Appendix-8








Appendix-9


Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bom Kim, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Coupang, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 4, 2026
By:/s/ Bom Kim
Bom Kim
Chief Executive Officer
(Principal Executive Officer)


Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gaurav Anand, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Coupang, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 4, 2026
By:/s/ Gaurav Anand
Gaurav Anand
Chief Financial Officer
(Principal Financial Officer)


Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Bom Kim, the Chief Executive Officer of Coupang, Inc., certify, to the best of my knowledge and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Coupang, Inc. for the fiscal quarter ended June 30, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Coupang, Inc.

Date: August 4, 2026
By:/s/ Bom Kim
Bom Kim
Chief Executive Officer
(Principal Executive Officer)


Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Gaurav Anand, the Chief Financial Officer of Coupang, Inc., certify, to the best of my knowledge and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Coupang, Inc. for the fiscal quarter ended June 30, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Coupang, Inc.

Date: August 4, 2026
By:/s/ Gaurav Anand
Gaurav Anand
Chief Financial Officer
(Principal Financial Officer)