Nokia (NOK) moves 975,289 treasury shares to equity incentive plan participants

Rhea-AI Filing Summary

Nokia Corporation transferred 975 289 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. This transfer fulfills commitments under the plans based on a Board resolution announced on 2 October 2025.

After the transfer, Nokia holds 132 353 333 of its own shares. These transactions are part of Nokia’s regular share-based compensation arrangements for employees and other plan participants, aligning their interests with the company’s long-term performance.

Key Figures

Shares transferred: 975,289 shares Own shares remaining: 132,353,333 shares Report date: 20 May 2026

3 metrics

Shares transferred 975,289 shares Own shares transferred to equity-based incentive plan participants

Own shares remaining 132,353,333 shares Nokia’s own shares held after the transfer

Report date 20 May 2026 Date of Nokia stock exchange release and Form 6-K report

Key Terms

equity-based incentive plans, own shares, Stock Exchange Release, Report of Foreign Private Issuer

4 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

"A total of 975 289 Nokia shares (NOKIA) held by the company were transferred"

Stock Exchange Release regulatory

"Nokia Corporation Stock Exchange Release 20 May 2026 at 17:00 EEST"

A stock exchange release is an official announcement companies send to a regulated market to disclose important information that could affect their share price or investors’ decisions. It matters because exchanges require timely, equal access to these updates—think of it as a public bulletin board that prevents surprise advantages and helps investors make informed choices, so such releases often move stock prices and trading behavior.

Report of Foreign Private Issuer regulatory

"FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16"

A report of a foreign private issuer is a formal filing that a non‑U.S. company makes to U.S. regulators to share important business, financial, or governance information with American investors. Think of it as a regular update or press packet that keeps investors informed about events that could change a company’s value—like earnings, management changes, contracts, or regulatory developments—so investors can make timely, informed decisions.

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 May 20, 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)
	20 May 2026

Nokia Corporation
Stock Exchange Release

20 May 2026 at 17:00 EEST

Changes in Nokia Corporation's own shares

Espoo, Finland – A total of 975 289 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 132 353 333.

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: May 20, 2026	Nokia Corporation
	By:	/s/ Johanna Mandelin
	Name:	Johanna Mandelin
	Title:	Global Head of Corporate Legal

FAQ

What did Nokia (NOK) announce regarding its own shares on 20 May 2026?

Nokia transferred 975,289 of its own shares to participants in its equity-based incentive plans. The move was made without consideration and implements a Board resolution to settle commitments under these long-term incentive arrangements.

How many Nokia shares were transferred under the equity-based incentive plans?

Nokia transferred 975,289 of its own shares to participants in its equity-based incentive plans. These shares were delivered without consideration as part of settling commitments made under the company’s established share-based compensation programs.

Were the Nokia shares transferred to incentive plan participants sold for cash?

No, the 975,289 Nokia shares transferred to incentive plan participants were delivered without consideration. Recipients did not pay for the shares; they were granted to honor commitments under Nokia’s equity-based incentive plans.

How many own shares does Nokia (NOK) hold after the 20 May 2026 transfer?

After transferring 975,289 own shares to incentive plan participants, Nokia holds 132,353,333 of its own shares. This figure reflects the remaining treasury shares following the completion of the equity-based compensation transfer on that date.

What is the purpose of Nokia’s equity-based incentive plans mentioned in the 6-K?

Nokia’s equity-based incentive plans grant company shares to participants as part of compensation. The 975,289-share transfer on 20 May 2026 settles commitments under these plans, aligning plan participants’ interests with Nokia’s long-term performance through share ownership.

Which Nokia body authorized the transfer of own shares under the incentive plans?

The transfer of 975,289 Nokia shares was based on a Board of Directors resolution. That resolution authorized issuance of shares held by the company to settle commitments to participants in Nokia’s equity-based incentive plans, previously announced on 2 October 2025.