Nokia (NOK) uses own shares to settle equity-based incentive plans

Rhea-AI Filing Summary

Nokia Corporation reported that it transferred 216 896 of its own shares to participants in its equity-based incentive plans. The shares were delivered without consideration, meaning recipients did not pay for them, in line with Board resolutions tied to these incentive arrangements. After this transfer, Nokia holds 132 136 437 own shares. The move reflects ongoing use of share-based compensation to reward and retain employees and executives.

Key Figures

Shares transferred: 216 896 shares Own shares after transfer: 132 136 437 shares

2 metrics

Shares transferred 216 896 shares Own shares delivered to equity-based incentive plan participants

Own shares after transfer 132 136 437 shares Nokia’s remaining own share balance following the transfer

Key Terms

equity-based incentive plans, own shares, without consideration

3 terms

equity-based incentive plans financial

"to participants of Nokia's equity-based incentive plans in accordance with the rules"

Equity-based incentive plans are programs that pay employees, executives or directors in company stock or stock-like instruments instead of cash, similar to giving people slices of a pie so their success depends on the pie growing. They matter to investors because they tie workers’ interests to shareholder value—encouraging performance—but can also increase the total number of shares and reduce each existing share’s ownership and earnings per share over time.

own shares financial

"The number of own shares held by Nokia Corporation following the transfer"

without consideration financial

"were transferred today without consideration to participants of Nokia's equity-based incentive plans"

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Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 under

the Securities Exchange Act of 1934

Report on Form 6-K dated June 09, 2026

(Commission File No. 1-13202)

Nokia Corporation

Karakaari 7

FI-02610 Espoo

Finland

(Translation of the registrant’s name into English and address of registrant’s principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F: x		Form 40-F: ¨

Enclosures:

· Changes in Nokia Corporation's own shares

	Stock exchange release		1 (1)
	9 June 2026

Nokia Corporation
Stock Exchange Release
9 June 2026 at 18:30 EEST

Changes in Nokia Corporation's own shares

Espoo, Finland – A total of 216 896 Nokia shares (NOKIA) held by the company were transferred today without consideration to participants of Nokia's equity-based incentive plans in accordance with the rules of the plans. The transfer is based on the resolution of the Board of Directors to issue shares held by the company to settle its commitments to participants of the incentive plans as announced on 2 October 2025.

The number of own shares held by Nokia Corporation following the transfer is 132 136 437.

About Nokia 

Nokia is a global leader in connectivity for the AI era. With expertise across fixed, mobile, and transport networks, we’re advancing connectivity to secure a brighter world. 

Inquiries: 

Nokia  

Communications 

Phone: +358 10 448 4900 

Email: press.services@nokia.com 

Maria Vaismaa, Vice President, Corporate Communications 

Nokia 

Investor Relations 

Phone: +358 931 580 507 

Email: investor.relations@nokia.com 

www.nokia.com

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant, Nokia Corporation, has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 09, 2026	Nokia Corporation
	By:	/s/ Johanna Mandelin
	Name:	Johanna Mandelin
	Title:	Global Head of Corporate Legal

FAQ

What share transfer did Nokia (NOK) report in this 6-K filing?

Nokia reported transferring 216 896 of its own shares to participants in its equity-based incentive plans. These shares were previously held by the company and were issued to settle commitments under existing share-based compensation arrangements.

Why did Nokia (NOK) transfer its own shares to plan participants?

The transfer was made to fulfill commitments under Nokia’s equity-based incentive plans. It follows a Board resolution to use shares held by the company to settle these obligations, aligning employee compensation with the company’s share performance.

Did Nokia (NOK) receive any payment for the transferred shares?

No, Nokia stated that the 216 896 shares were transferred without consideration to participants. This means recipients did not pay Nokia for the shares, consistent with equity-based incentive compensation structures that grant shares as part of remuneration.

How many own shares does Nokia (NOK) hold after the transfer?

After transferring 216 896 shares, Nokia reported holding 132 136 437 of its own shares. This figure represents the company’s remaining treasury-like position following the share-based settlement for its equity incentive plan participants.

What corporate body authorized Nokia’s (NOK) share transfer for incentives?

The transfer is based on a resolution of Nokia’s Board of Directors. The Board had previously decided to use shares held by the company to meet commitments under the equity-based incentive plans, and this transaction implements that decision.