Coupang (CPNG) FY2025 10-K Risk Factors: 7 New, 5 Dropped

What the changes say

Coupang added new risk disclosures around payment processing fees, labor cost pressures in Korea, and intellectual property liabilities.

What changed since the prior 10-K

New

NewRisks Related to Our Business and Our Industry
risks and uncertainties, including our ability to plan for and model future growth, expand our business in existing geographies, and enter new geographies
Rapidly changing technology, including artificial intelligence, requires significant ongoing resource investments to maintain our retail and logistics competitiveness.
NewRisks Related to Our Business and Our Industry
Any of the foregoing could, individually or in the aggregate, harm our reputation, damage our brands and business, and adversely affect our results of operations and financial condition
Increases in bank interchange and payment processing fees or restrictions imposed by third-party payment providers could raise our operating costs.
NewRisks Related to Our Business and Our Industry
funds we expend for those reimbursements. Although we focus on enhancing customer service, our efforts may be unsuccessful and our merchants and customers may be disappointed in their experience and not return
Service interruptions from transportation disruptions, natural disasters, or public health crises could delay order processing and harm our reputation.
NewRisks Related to Our Business and Our Industry
Our revolving credit facility also contains covenants requiring us to maintain certain financial ratios
Covenants and cross-default provisions in our revolving credit facility could restrict our business flexibility and lead to accelerated debt repayment.
NewRisks Related to Labor and Employment
efficiently as we would like. Failure to hire and retain capable fulfillment, delivery personnel, and other labor support may lead to underperformance of these functions and cause disruption to our business
Heightened scrutiny of workplace conditions has increased labor costs in Korea and may necessitate operational adjustments.
NewRisks Related to Laws, Regulation, Intellectual Property, and Technology
brand in Korea, so long as the merchandise is purchased from a valid source outside of Korea and the supply chain is documented. We cannot assure you that we will be successful in defending against these claims
We face potential lawsuits and penalties if suppliers or merchants list items that infringe on third-party intellectual property rights.
NewRisks Related to Taxes
additional taxes, interest, and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows, and lower overall profitability of our operations. Our consolidated financial statements could fail to reflect adequate reserves to cover such a contingency
Taxing authorities could assert permanent establishment connections in new jurisdictions, increasing our expected tax liabilities and penalties.

Dropped

DroppedRisks Related to Our Business and Our Industry
If we are unable to successfully implement some or all of our major strategic initiatives in a timely manner, our ability to maintain and improve our market position may be materially and adversely affected
DroppedRisks Related to Our Business and Our Industry
As new mobile devices and operating systems are released, we may encounter problems in developing or supporting applications for them. In addition, supporting new devices and mobile device operating systems may require substantial time and resources
DroppedRisks Related to Doing Business in Korea
Additional enacted or proposed regulations include numerous consumer related provisions in the online shopping industry. Implementation of any of these regulations could have an adverse effect on our business
DroppedRisks Related to Ownership of Our Class A Common Stock
investment vehicles that attempt to passively track those indices would not invest in our Class A common stock. Exclusion from indices, could make our Class A common stock less attractive to investors and, as a result, the market price of our Class A common stock could be adversely affected
DroppedRisks Related to Ownership of Our Class A Common Stock
public market upon issuance, subject to compliance with applicable securities laws, applicable vesting requirements, and other restrictions provided under the terms of the applicable plan and/or the award agreements entered into with participants
Risks related to implementing major strategic initiatives and the Rocket WOW membership program.

Reworded

96% rewrittenRisks Related to Our Business and Our Industry
Restrictions in our credit agreements could materially and adversely affect our operating flexibility
Updated credit agreement restrictions to reference Note 13 of the financial statements and added restrictions on transferring funds or paying dividends to Coupang, Inc.
87% rewrittenRisks Related to Ownership of Our Class A Common Stock
Sales of our Class A common stock in the public market could cause the price per share of our Class A common stock to decline
Clarified that equity incentive plan shares become eligible for sale upon issuance subject to applicable securities laws and vesting requirements.
85% rewrittenRisks Related to Doing Business in Korea
New Korean legislative proposals and regulatory or enforcement changes may expose our business to additional risks from litigation, regulation, and government investigations
Added specific warnings regarding consumer-related and vendor-favorable provisions and reinterpretation of existing online shopping regulations by the KFTC.
Was: New Korean legislative proposals may expose our business to additional risks from litigation, regulation, and government investigations
85% rewrittenRisks Related to Laws, Regulation, Intellectual Property, and Technology
Similarly, failure of our merchants to provide merchandise that complies with all applicable laws could result in liability relating to our marketplace, damage to our reputation and brand, increased enforcement activity or litigation, and increased legal costs
Expanded merchant liability risk to highlight that merchant non-compliance with laws can cause regulatory enforcement, litigation, and brand damage.
85% rewrittenRisks Related to Our Business and Our Industry
If the mobile, AI, and other technology, solutions available to our merchants and customers are not effective, the use of our apps, websites, and marketplaces could decline
Added artificial intelligence tools alongside mobile devices as core technologies required for merchants and customers on our apps.
Was: If the mobile solutions available to our merchants and customers are not effective, the use of our apps, websites, and marketplaces could decline
83% rewrittenRisks Related to Our Business and Our Industry
Our operations are also subject to the effects of international trade agreements and regulations, which may impose requirements that adversely affect our business, such as setting quotas on products that may be imported from a particular country
Retained import and supply chain disruption risks related to ports, shipping capacity, and labor disputes.
82% rewrittenRisks Related to Our Business and Our Industry
The acquisition of Farfetch created incremental risk to our business, financial condition, and results of operations
Streamlined Farfetch acquisition risks by listing specific bullet points for overhead expenses, management hiring, and synergy realization.
79% rewrittenRisks Related to Our Operations, Limited Operating History and Evolving Business
We have had a history of net losses prior to 2023, we may incur losses in the future, and we cannot ascertain whether we will maintain or increase profitability in future periods, which would materially and adversely affect our business, financial condition, results of operations, and prospects
Updated historical accumulated deficit figures, reporting $(5.7) billion as of December 31, 2022 and $(4.0) billion as of December 31, 2025.
Was: We have had a history of net losses prior to our most recent fiscal years, we may incur losses in the future, and we cannot ascertain whether we will maintain profitability in future periods, which would materially and adversely affect our business, financial condition, results of operations, and prospects
75% rewrittenRisks Related to Our Business and Our Industry
Our revenue depends on prompt and accurate payment processes. Our failure to grow or enhance our transaction-processing capabilities to accommodate the increasing number of transactions that must be billed on our apps and websites would materially harm our business and our ability to collect revenue
Was: Our revenue depends on prompt and accurate payment processes. Our failure to grow our transaction-processing capabilities to accommodate the increasing number of transactions that must be billed on our apps and websites would materially harm our business and our ability to collect revenue
72% rewrittenRisks Related to Doing Business in Korea
A focus on regulating intellectual property by the Korean government subjects us to extra scrutiny in our operations and could subject us to sanctions, fines, or other penalties, which could adversely affect our business and operations in Korea
Was: A focus on regulating copyright and patent Infringement by the Korean government subjects us to extra scrutiny in our operations and could subject us to sanctions, fines, or other penalties, which could adversely affect our business and operations in Korea
62% rewrittenRisks Related to Doing Business in Korea
Coupang Corp. is subject to certain requirements and restrictions under Korean law that may, in certain circumstances, require it to act in a manner that may not be in our or our stockholders’ best interest
61% rewrittenRisks Related to Laws, Regulation, Intellectual Property, and Technology
We are subject to governmental economic and trade sanctions laws and regulations and violations of such laws could subject us to liabilities, penalties, and other potential consequences
60% rewrittenRisks Related to Doing Business in Korea
Fluctuations in exchange rates could result in foreign currency exchange losses to us
59% rewrittenRisks Related to Labor and Employment
We are subject to fair trade, labor, employment, and workplace health and safety laws and regulations in Korea and other jurisdictions, which continue to evolve and have and will continue to affect some of our operations and our financial performance
55% rewrittenRisks Related to Labor and Employment
If we are unable to recruit, train, and retain qualified personnel or sufficient workforce while controlling our labor costs, our business may be materially and adversely affected
49% rewrittenRisks Related to Our Business and Our Industry
We rely on Pay to conduct a substantial amount of the payment processing across our businesses in Korea. If Pay’s services were limited, restricted, curtailed, or degraded in any way, or become unavailable to us or our customers for any reason, our business may be adversely affected
Was: We rely on Coupang Pay to conduct a substantial amount of the payment processing across our business. If Coupang Pay’s services were limited, restricted, curtailed, or degraded in any way, or become unavailable to us or our customers for any reason, our business may be adversely affected
49% rewrittenRisks Related to Our Business and Our Industry
We rely on our merchants to provide a high-quality experience to our customers
48% rewrittenRisks Related to Labor and Employment
We have been and will continue to be subject to inspections, investigations, disputes, and litigation relating to these labor and employment laws and regulations
42% rewrittenRisks Related to Taxes
We may experience fluctuations in our tax obligations and effective tax rate, which could materially and adversely affect our results of operations
41% rewrittenRisks Related to Ownership of Our Class A Common Stock
We cannot predict the effect our dual class structure may have on the price per share of our Class A common stock
40% rewrittenRisks Related to Our Operations, Limited Operating History and Evolving Business
Any failure to protect our apps, websites, networks, and systems against security breaches or otherwise protect our and our customers’ and business partners’ confidential information could damage our reputation and brand and adversely affect our business, financial condition, and results of operations
40% rewrittenRisks Related to Our Business and Our Industry
Any harm to our brand or reputation may materially and adversely affect our business, financial condition, and results of operations
38% rewrittenRisks Related to Taxes
Certain of these amounts are subject to annual limitations under applicable tax law. If not utilized, a portion of these losses will begin to expire in 2026
Was: Certain of these amounts are subject to annual limitations under applicable tax law. If not utilized, a portion of these losses will begin to expire in 2025
37% rewrittenRisks Related to Our Operations, Limited Operating History and Evolving Business
We may experience significant fluctuations in our results of operations
36% rewrittenRisks Related to Our Business and Our Industry
Our expansion into new geographies and new product and service offerings and our substantial increase in the number of offerings may expose us to new and increased challenges and risks
Was: Our expansion into new geographies and offerings and substantial increase in the number of our offerings may expose us to new and increased challenges and risks
35% rewrittenRisks Related to Labor and Employment
Union activities could affect our business
35% rewrittenRisks Related to Taxes
Our ability to utilize net operating loss carryforwards may be limited
34% rewrittenRisks Related to Doing Business in Korea
Transactions with the subsidiaries and affiliates of Coupang Corp. may be restricted under Korean fair trade regulations
Was: Coupang Corp.’s transactions with its subsidiaries and affiliates may be restricted under Korean fair trade regulations
33% rewrittenRisks Related to Doing Business in Korea
Tensions with North Korea could have an adverse effect on our business, financial condition, results of operations, and the price per share of our Class A common stock
30% rewrittenRisks Related to Laws, Regulation, Intellectual Property, and Technology
The nature of our delivery logistics, including those related to our own delivery services and our services that use independent delivery partners, exposes us to potential liability and expenses for legal claims that could adversely affect our business, financial condition, and results of operations
28% rewrittenRisks Related to Our Business and Our Industry
Efforts to increase advertising revenue may impact our sales or results of operations
27% rewrittenRisks Related to Our Business and Our Industry
Changes to our customer satisfaction program could increase our expenses
26% rewrittenRisks Related to Ownership of Our Class A Common Stock
The market price of shares of our Class A common stock may be volatile, which could cause the value of your investment to decline
26% rewrittenRisks Related to Laws, Regulation, Intellectual Property, and Technology
The nature of our food delivery services, including Eats, Rocket Now, and Rocket Fresh, could subject us to potential liability for foodborne illnesses experienced by our customers
Was: The nature of our food delivery services, including Coupang Eats and Rocket Fresh, could subject us to potential liability for foodborne illnesses experienced by our customers
23% rewrittenRisks Related to Laws, Regulation, Intellectual Property, and Technology
The use of AI, machine learning, and related technologies in our business present risks and challenges that could adversely affect us
21% rewrittenRisks Related to Our Business and Our Industry
Increases in food, energy, labor, and other costs could materially and adversely affect our results of operations
20% rewrittenRisks Related to Our Business and Our Industry
We are dependent on the performance of certain members of management and other highly qualified and skilled personnel, and if we are unable to attract, retain, and motivate these and other well-qualified employees, our business could be harmed

All 81 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Operations, Limited Operating History and Evolving Business

01We may experience significant fluctuations in our results of operations37% rewritten
02Our limited operating history and evolving business make it difficult to evaluate our future prospects, including future revenues, growth rate, and margins as well as the risks and challenges we may encounter
03If we fail to address the risks and uncertainties that we face, including those associated with the challenges listed above and those described elsewhere in this “Risk Factors” section, our business, financial condition, and results of operations would be adversely affected
04We have had a history of net losses prior to 2023, we may incur losses in the future, and we cannot ascertain whether we will maintain or increase profitability in future periods, which would materially and adversely affect our business, financial condition, results of operations, and prospects79% rewritten
05Any failure to protect our apps, websites, networks, and systems against security breaches or otherwise protect our and our customers’ and business partners’ confidential information could damage our reputation and brand and adversely affect our business, financial condition, and results of operations40% rewritten

Risks Related to Our Business and Our Industry

06If we fail to effectively manage our growth, our business, financial condition, and results of operations could be harmed
07Our revenue depends on prompt and accurate payment processes. Our failure to grow or enhance our transaction-processing capabilities to accommodate the increasing number of transactions that must be billed on our apps and websites would materially harm our business and our ability to collect revenue75% rewritten
08If we do not successfully operate and manage the expansion of our fulfillment and logistics infrastructure, our business, financial condition, and results of operations could be materially harmed
09In addition, if we do not have sufficient fulfillment and logistics capacity, or we experience problems fulfilling and delivering orders in a timely manner, our customers may experience delays in receiving their purchases, which could harm our reputation and our relationship with our customers
10We operate in a highly competitive industry and we may be unsuccessful in competing against current and future competitors, which could have a negative impact on the success of our business
11We are dependent on the performance of certain members of management and other highly qualified and skilled personnel, and if we are unable to attract, retain, and motivate these and other well-qualified employees, our business could be harmed20% rewritten
12Our expansion into new geographies and new product and service offerings and our substantial increase in the number of offerings may expose us to new and increased challenges and risks36% rewritten
13We may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, if at all
14Any harm to our brand or reputation may materially and adversely affect our business, financial condition, and results of operations40% rewritten
15risks and uncertainties, including our ability to plan for and model future growth, expand our business in existing geographies, and enter new geographiesNew
16If we fail to retain existing suppliers or merchants or to add new suppliers or merchants, or if our existing suppliers or merchants fail to supply high-quality and compliant merchandise in a timely manner, our business, financial condition, and results of operations will be materially and adversely affected
17Inventory risks may materially and adversely affect our results of operations
18The seasonality of our business affects our quarterly results and places an increased strain on our operations
19We may also experience increases in our fulfillment and logistics costs due to promotions, split-shipments, changes to our fulfillment and logistics network, and other arrangements necessary to ensure timely delivery during times of high order volume
20We may expand our operations and offerings into new geographies, which would present new challenges and which may prove unsuccessful and materially and adversely affect our business
21The acquisition of Farfetch created incremental risk to our business, financial condition, and results of operations82% rewritten
22Acquisitions, strategic investments, partnerships, or alliances could be difficult to identify, pose integration challenges, divert the attention of management, disrupt our business, dilute stockholder value, and materially and adversely affect our business, financial condition, and results of operations
23Our business depends on the continued growth of online commerce and the increased acceptance of online transactions by potential customers
24If the mobile, AI, and other technology, solutions available to our merchants and customers are not effective, the use of our apps, websites, and marketplaces could decline85% rewritten
25We are subject to risks associated with sourcing and manufacturing goods from countries outside of Korea
26Our operations are also subject to the effects of international trade agreements and regulations, which may impose requirements that adversely affect our business, such as setting quotas on products that may be imported from a particular country83% rewritten
27Efforts to increase advertising revenue may impact our sales or results of operations28% rewritten
28Failure to deal effectively with fraudulent activities on our apps or websites would increase our fraud losses and harm our business and could severely diminish merchant and customer confidence in and use of our services
29We rely on Pay to conduct a substantial amount of the payment processing across our businesses in Korea. If Pay’s services were limited, restricted, curtailed, or degraded in any way, or become unavailable to us or our customers for any reason, our business may be adversely affected49% rewritten
30Any of the foregoing could, individually or in the aggregate, harm our reputation, damage our brands and business, and adversely affect our results of operations and financial conditionNew
31Increases in food, energy, labor, and other costs could materially and adversely affect our results of operations21% rewritten
32We rely on our merchants to provide a high-quality experience to our customers49% rewritten
33funds we expend for those reimbursements. Although we focus on enhancing customer service, our efforts may be unsuccessful and our merchants and customers may be disappointed in their experience and not returnNew
34Changes to our customer satisfaction program could increase our expenses27% rewritten
35Our culture has been critical to our success and if we cannot maintain this culture as we grow, our business could be harmed
36Our business could be disrupted by catastrophic occurrences and similar events
37Our business and operations could be adversely affected by health epidemics, impacting the geographies and communities in which we and our customers, suppliers, merchants, and advertisers operate
38Restrictions in our credit agreements could materially and adversely affect our operating flexibility96% rewritten
39Our revolving credit facility also contains covenants requiring us to maintain certain financial ratiosNew
40We face risks associated with our investment portfolio

Risks Related to Doing Business in Korea

41Transactions with the subsidiaries and affiliates of Coupang Corp. may be restricted under Korean fair trade regulations34% rewritten
42Coupang Corp. is subject to certain requirements and restrictions under Korean law that may, in certain circumstances, require it to act in a manner that may not be in our or our stockholders’ best interest62% rewritten
43Coupang Corp.’s transactions with related parties are subject to close scrutiny by the Korean tax authorities, which may result in adverse tax consequences
44A focus on regulating intellectual property by the Korean government subjects us to extra scrutiny in our operations and could subject us to sanctions, fines, or other penalties, which could adversely affect our business and operations in Korea72% rewritten
45Our business may be adversely affected by developments that negatively impact the Korean economy and uncertainties in economic conditions that impact spending patterns of our customers in Korea
46New Korean legislative proposals and regulatory or enforcement changes may expose our business to additional risks from litigation, regulation, and government investigations85% rewritten
47Korean government mandates, policies, negotiations, and orders may have a negative impact on our business, financial conditions, and results of operations
48As Coupang Corp. is incorporated in Korea, it may be more difficult to enforce judgments obtained in courts outside Korea
49Fluctuations in exchange rates could result in foreign currency exchange losses to us60% rewritten
50Tensions with North Korea could have an adverse effect on our business, financial condition, results of operations, and the price per share of our Class A common stock33% rewritten

Risks Related to Labor and Employment

51If we are unable to recruit, train, and retain qualified personnel or sufficient workforce while controlling our labor costs, our business may be materially and adversely affected55% rewritten
52efficiently as we would like. Failure to hire and retain capable fulfillment, delivery personnel, and other labor support may lead to underperformance of these functions and cause disruption to our businessNew
53We are subject to fair trade, labor, employment, and workplace health and safety laws and regulations in Korea and other jurisdictions, which continue to evolve and have and will continue to affect some of our operations and our financial performance59% rewritten
54We have been and will continue to be subject to inspections, investigations, disputes, and litigation relating to these labor and employment laws and regulations48% rewritten
55Union activities could affect our business35% rewritten
56Our business could be adversely affected from an accident, health and safety incident, or workforce disruption

Risks Related to Laws, Regulation, Intellectual Property, and Technology

57The nature of our food delivery services, including Eats, Rocket Now, and Rocket Fresh, could subject us to potential liability for foodborne illnesses experienced by our customers26% rewritten
58The nature of our delivery logistics, including those related to our own delivery services and our services that use independent delivery partners, exposes us to potential liability and expenses for legal claims that could adversely affect our business, financial condition, and results of operations30% rewritten
59Failure by our suppliers or merchants to comply with product safety, intellectual property, or other laws may subject us to liability, damage our reputation and brand, and harm our business
60Similarly, failure of our merchants to provide merchandise that complies with all applicable laws could result in liability relating to our marketplace, damage to our reputation and brand, increased enforcement activity or litigation, and increased legal costs85% rewritten
61brand in Korea, so long as the merchandise is purchased from a valid source outside of Korea and the supply chain is documented. We cannot assure you that we will be successful in defending against these claimsNew
62Government regulation of the Internet, online retail, and mobile commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could adversely affect our business, financial condition, and results of operations
63We are subject to claims, litigation, governmental audits, inspections, investigations, and various legal proceedings, and face potential liability, expenses for legal claims, and harm to our business
64Coupang Corp. and a group of companies affiliated with it have been designated as an affiliated group under Korean law, which requires that group companies make certain disclosures and implement additional corporate governance requirements
65Failure to comply with anti-corruption and anti-money laundering laws, including the Foreign Corrupt Practices Act and similar laws, could subject us to penalties and other adverse consequences
66We are subject to governmental economic and trade sanctions laws and regulations and violations of such laws could subject us to liabilities, penalties, and other potential consequences61% rewritten
67The requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain executive management and qualified board members
68A failure to comply with current laws, rules and regulations or changes to such laws, rules, and regulations and other legal uncertainties may adversely affect our business, financial performance, results of operations, or business growth
69Our results of operations and financial condition may be adversely affected by governmental regulation and associated regulatory costs related to the environment and climate change
70We may not be able to adequately protect our intellectual property rights or may be accused of infringing intellectual property rights of third parties
71Some of our software and systems contain open source software, which may pose particular risks to our proprietary software and solutions
72The use of AI, machine learning, and related technologies in our business present risks and challenges that could adversely affect us23% rewritten

Risks Related to Taxes

73Changes in the tax treatment of companies engaged in online retail may adversely affect the use of our apps and websites and our financial results
74We may experience fluctuations in our tax obligations and effective tax rate, which could materially and adversely affect our results of operations42% rewritten
75additional taxes, interest, and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows, and lower overall profitability of our operations. Our consolidated financial statements could fail to reflect adequate reserves to cover such a contingencyNew
76Our ability to utilize net operating loss carryforwards may be limited35% rewritten
77Certain of these amounts are subject to annual limitations under applicable tax law. If not utilized, a portion of these losses will begin to expire in 202638% rewritten

Risks Related to Ownership of Our Class A Common Stock

78The dual class structure of our common stock has the effect of concentrating voting control with Bom Kim, who beneficially owns all of our Class B common stock representing in the aggregate 74.1% of the voting power of our capital stock as of December 31, 2025
79We cannot predict the effect our dual class structure may have on the price per share of our Class A common stock41% rewritten
80The market price of shares of our Class A common stock may be volatile, which could cause the value of your investment to decline26% rewritten
81Sales of our Class A common stock in the public market could cause the price per share of our Class A common stock to decline87% rewritten

Other Coupang 10-Ks

FY2024 10-K risk factors
79 risks
Coupang faces core risks from rapid growth, fulfillment network scaling, and intense competition in Korea and international markets. The company must manage regulatory scrutiny under Korean fair trade laws and integrate recent acquisitions like Farfetch.
Filed Feb 25, 2025

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The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.