Nokia SEC Filings

Nokia Corporation has called its Annual General Meeting for 9 April 2026 in Helsinki, with shareholders able to attend in person or vote in advance. The agenda covers approval of 2025 accounts, discharge of directors and adoption of the 2025 remuneration report.

The Board proposes that no dividend be decided directly at the meeting. Instead, it seeks authorization to distribute up to EUR 0.14 per share in total as dividend and/or from the reserve for invested unrestricted equity, potentially in four installments between 2026 and early 2027.

The Board also asks for two major authorizations: to repurchase up to 550 million shares, and to issue up to 550 million shares or share-linked rights, each less than 10% of Nokia’s 5,742,239,696 shares and effective until 8 October 2027. Routine items include Board elections, auditor and sustainability assurer appointments, and detailed participation instructions for Finnish, nominee-registered and ADR holders.

Nokia Corporation filed a Form 6-K detailing manager transactions under EU Market Abuse rules. Board member Timo Ihamuotila acquired a total of 100 000 Nokia shares on 30 January 2026 across several trading venues.

The transactions were executed at a total volume weighted average price of 5,3740 EUR per share, with individual trades reported on venues including NASDAQ Helsinki and multiple European multilateral trading facilities.

Nokia Corporation is reorganizing its business from 1 January 2026 into three operating segments – Network Infrastructure, Mobile Infrastructure and Portfolio Businesses – plus Group Common and Other, and has published recast comparative segment figures for 2025 and 2024.

Under the new structure, 2025 net sales were EUR 7,646 million for Network Infrastructure and EUR 11,409 million for Mobile Infrastructure, compared with EUR 6,285 million and EUR 12,191 million respectively in 2024. Portfolio Businesses generated 2025 net sales of EUR 845 million versus EUR 717 million in 2024. Network Infrastructure delivered a 2025 operating profit of EUR 770 million with a 10.1% operating margin, while Mobile Infrastructure reported EUR 1,525 million operating profit and a 13.4% margin. Portfolio Businesses remained loss-making with a 2025 operating loss of EUR 90 million.

The company notes that reported or comparable results for the Nokia Group are unchanged by this new reporting structure, which is intended to align with its AI-era connectivity strategy and highlight Network Infrastructure as a growth segment.

Nokia Corporation outlines key proposals for its 2026 Annual General Meeting, scheduled for 9 April 2026 in Helsinki. The Board plans a leadership transition, with Chair Sari Baldauf stepping down and current director Timo Ihamuotila proposed as the new Chair, and Meredith Whittaker proposed as a new Board member.

The Board proposes keeping Board and committee fees at current levels, with about 40% of annual fees paid in Nokia shares. It also seeks authorization to distribute an aggregate maximum of EUR 0.14 per share as dividend and/or from the reserve for invested unrestricted equity, potentially in four installments through early 2027.

Nokia further proposes re-electing Deloitte Oy as both auditor and sustainability reporting assurer for the 2027 financial year. The Board requests authority to issue and to repurchase up to 550 million shares, less than 10% of total shares, for capital structure management, incentive plans, transactions, or cancellation.

Nokia reported Q4 2025 results broadly in line with its expectations, with modest growth but weaker profitability. Q4 net sales rose to EUR 6.1 billion, up 2% year-on-year, while reported operating profit fell to EUR 540 million and margin to 8.8% as costs increased.

For full year 2025, net sales grew to EUR 19.9 billion, but reported operating profit dropped to EUR 885 million from 1.97 billion, and diluted EPS declined to 0.12 from 0.23. Comparable operating profit was EUR 2.0 billion, with margin of 10.2%.

Network Infrastructure was the standout, with Q4 net sales of EUR 2.4 billion, up 19% reported, supported by strong Optical Networks and AI and cloud demand. Mobile Networks grew 6% in Q4, while Cloud and Network Services and Nokia Technologies saw lower sales.

The Board proposes authorization to distribute up to EUR 0.14 per share for the 2025 financial year and has declared a EUR 0.03 fourth installment dividend for 2024. Net cash and interest-bearing financial investments declined to EUR 3.4 billion, partly reflecting a EUR 0.5 billion cash outflow from taking full ownership of Nokia Shanghai-Bell in China.

For 2026, Nokia targets EUR 2.0–2.5 billion in comparable operating profit, 6–8% Network Infrastructure net sales growth, capital expenditures of EUR 900–1,000 million, and free cash flow conversion of 55–75%, while pursuing EUR 400 million in recurring gross cost savings.

Nokia Corporation filed a Form 6-K describing the transfer of shares held in treasury to fulfill its employee incentive commitments. The company moved 6,332,357 Nokia shares from its own holdings, without payment, to participants in its equity-based incentive plans under a prior Board resolution. After this transfer, Nokia held 141,914,507 of its own shares.

The report also lists individual manager transactions under EU Market Abuse rules, all classified as receipt of share-based incentives outside a trading venue. Named recipients include senior managers Louise Fisk, Patrik Hammarén, David Heard, Esa Niinimäki, Raghav Sahgal and Chief Financial Officer Marco Wirén, who received 35,987 shares. These disclosures document equity compensation rather than open-market buying or selling.

Nokia Corporation filed an update correcting a previous announcement about its own shares. A stock exchange release published on 9 December 2025 misstated the number of Nokia’s own shares held after a share transfer. The earlier figure of 149 246 864 was incorrect; the correct number of own shares held by Nokia following the transfer is 148 246 864.

The company also reiterates that a total of 1 020 316 Nokia shares held in treasury were transferred without payment to participants in Nokia’s equity-based incentive plans, in line with a Board resolution announced on 22 November 2024. These shares were used to meet commitments under those incentive plans, reducing Nokia’s treasury share balance to the corrected level.

Nokia Corporation reported that it has transferred a total of 1 020 316 Nokia shares held by the company to participants in its equity-based incentive plans. The shares were transferred without consideration, meaning the recipients did not pay for them, and the move follows a prior Board of Directors resolution announced on 22 November 2024 to use company-held shares to settle commitments under these incentive plans.

After this transfer, Nokia Corporation holds 149 246 864 of its own shares. These transactions reflect the ongoing use of share-based compensation to reward and retain personnel involved in the company’s long-term incentive programs.

Nokia Corporation released its financial calendar for 2026, outlining when key reports and events are planned. The company plans to publish its Nokia in 2025 annual report, including the Board of Directors’ review and audited annual accounts, during the week starting on 2 March 2026. Nokia also announced that its 2026 Annual General Meeting is planned to be held on 9 April 2026. These dates indicate when shareholders and analysts can expect the next full set of audited financial information and the main annual shareholder meeting.