Kevin Warsh may leave Coupang (NYSE: CPNG) Board if confirmed as Fed Chair

Rhea-AI Filing Summary

Coupang, Inc. reported a potential future change to its Board of Directors. On January 30, 2026, President Donald J. Trump announced his intent to nominate Coupang director Kevin M. Warsh to serve as Chairman of the Board of Governors of the United States Federal Reserve System, subject to Senate confirmation.

On February 3, 2026, Mr. Warsh informed Coupang that he would resign as a director if he is confirmed by the United States Senate to this Federal Reserve role. The company states that his decision is not due to any disagreement regarding Coupang’s operations, policies, or practices.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

February 3, 2026

Date of Report

(Date of earliest event reported)

COUPANG, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40115

27-2810505

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

720 Olive Way, Suite 600

Seattle, Washington 98101

(Address of principal executive offices, including zip code)

(206) 333-3839

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Class A Common Stock, par value $0.0001 per share

CPNG

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain officers.

On January 30, 2026, President Donald J. Trump announced his intent to nominate Kevin M. Warsh, a member of the Board of Directors (the “Board”) of Coupang, Inc. (the “Company”), to serve as Chairman of the Board of Governors of the United States Federal Reserve System, subject to confirmation by the United States Senate. On February 3, 2026, Mr. Warsh informed the Company that if he is confirmed as Chairman of the Board of Governors of the United States Federal Reserve System by the United States Senate, he would resign as a director of the Company. Mr. Warsh’s decision was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

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 hereunto duly authorized.

COUPANG, INC.
By:			/s/ Harold L. Rogers
Name:			Harold L. Rogers
Title:			General Counsel and Chief Administrative Officer

Dated: February 6, 2026

FAQ

What did Coupang (CPNG) disclose about Kevin M. Warsh in this 8-K?

Coupang disclosed that director Kevin M. Warsh has been named by President Donald J. Trump as an intended nominee to chair the U.S. Federal Reserve. Warsh told Coupang he would resign from its Board if confirmed by the United States Senate.

Under what condition will Kevin M. Warsh resign from Coupang (CPNG)’s Board?

Kevin M. Warsh informed Coupang he will resign as a director if he is confirmed by the United States Senate as Chairman of the Board of Governors of the U.S. Federal Reserve System. His potential resignation is therefore conditional on Senate confirmation.

Did Kevin M. Warsh cite any disagreement with Coupang (CPNG) in his decision?

Coupang states that Mr. Warsh’s decision to resign if confirmed to the Federal Reserve position was not due to any disagreement with the company regarding its operations, policies, or practices. The disclosure explicitly addresses the absence of such disputes.

Who intends to nominate Kevin M. Warsh for Federal Reserve Chairman, according to Coupang’s 8-K?

The filing notes that on January 30, 2026, President Donald J. Trump announced his intent to nominate Kevin M. Warsh as Chairman of the Board of Governors of the United States Federal Reserve System, subject to confirmation by the United States Senate.

What SEC item does Coupang (CPNG) use for this Board-related disclosure?

Coupang uses Item 5.02, which covers departures of directors or certain officers, elections of directors, appointments of certain officers, and compensatory arrangements. The company reports the potential future resignation of director Kevin M. Warsh under this item.

Who signed the Coupang (CPNG) 8-K discussing Kevin M. Warsh’s potential resignation?

The 8-K is signed on behalf of Coupang, Inc. by Harold L. Rogers, who is identified as General Counsel and Chief Administrative Officer. The signature block confirms corporate authorization of the disclosure under the Securities Exchange Act of 1934.