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 November 19, 2025
(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:
| · | Nokia announces new strategy, evolution of its operating model, new long-term financial target, strategic KPIs and changes to
its Group Leadership Team |
 |
Stock
exchange
release |
|
1
(4) |
| |
19
November 2025 |
|
|
Nokia Corporation
Stock Exchange Release
19 November 2025 at 13:00 EET
Nokia announces new strategy, evolution
of its operating model, new long-term financial target, strategic KPIs and changes to its Group Leadership Team
Espoo, Finland – Nokia
is holding its Capital Markets Day 2025 today and announcing its strategy to position itself to lead in the AI-driven transformation
of networks and capture the value of the AI supercycle. Nokia also announces new long-term financial target, strategic KPIs for the business,
an evolution of its operating model and changes to its Group Leadership Team. To execute on its new strategic direction, Nokia is simplifying
its operational model into two primary operating segments of Network Infrastructure and Mobile Infrastructure. These changes are intended
to put Nokia on a stronger path to innovate, serve its customers and create shareholder value. The company now targets to grow its annual
comparable operating profit to a range of EUR 2.7 to 3.2 billion by 2028.
“Nokia changed the world once
by connecting people — and will again by connecting intelligence,” said Justin Hotard, President and CEO of Nokia.
“As the trusted western provider of secure and advanced connectivity, our technology is powering the AI supercycle. From fixed
to mobile infrastructure we are developing technology that accelerates value for our customers. I am proud of the work Team Nokia is
doing to focus and lead this critical era in connectivity”.
The new strategy will focus on the following
five strategic priorities:
| 1. | Accelerate
growth in AI & Cloud |
| 2. | Lead
the next era of mobile connectivity with AI-native networks and 6G |
| 3. | Grow
by co-innovating with customers and partners |
| 4. | Focus
capital where Nokia can differentiate |
| 5. | Unlock
sustainable returns |
Together, these priorities will focus
Nokia on where it can lead, simplify how it operates, and strengthen its path to deliver growth and create value.
Nokia to operate with two primary
operating segments
Nokia will reorganize its business into
two primary operating segments to better align to customer needs and accelerate innovation as the AI supercycle increases demand for
advanced connectivity. This reorganization will take effect as of 1 January 2026.
The reorganization recognizes Network
Infrastructure as a growth segment, positioned to capitalize on the rapid, global AI and data center build-out while continuing to
innovate for its telecommunications customer base. The segment will continue to be led by David Heard and consists of three business
units Optical Networks, IP Networks and Fixed Networks.
www.nokia.com
 |
Stock
exchange
release |
|
2
(4) |
| |
19
November 2025 |
|
|
The new Mobile Infrastructure
segment will bring together Nokia’s Core Networks portfolio, Radio Networks portfolio and Technology Standards, formerly Nokia
Technologies. It will be positioned for core and radio network technology and services leadership to lead the industry to AI-native networks
and 6G. The new segment brings together a portfolio whose value creation is founded on mobile communication technologies based on 3GPP
standards with a strong cash flow position underpinned by IP licensing. It will be led by Justin Hotard on an interim basis and will
consist of three business units Core Software, Radio Networks and Technology Standards.
As part of these changes, Nokia is announcing
additional changes in its leadership team, effective 1 January 2026. Raghav Sahgal will take the position of Nokia’s Chief Customer
Officer, and will continue in the Group Leadership Team, driving a seamless customer experience for Nokia’s customers. Patrik Hammarén
will continue in the Group Leadership Team as President, Technology Standards, formerly Nokia Technologies, reflecting the significant
value technology standards creates for Nokia. In addition, Tommi Uitto will step down from the Group Leadership Team, effective 31 December.
Businesses moved to newly created
Portfolio Businesses segment
As part of its strategy work, Nokia
has conducted a thorough review of its business portfolio. This process identified several units which despite some compelling growth
opportunities, are not seen as core to the future of the company’s strategy. These units will be moved into a dedicated operating
segment called Portfolio Businesses while the company assesses the best value creating opportunity for them.
Nokia plans to move the following units
into Portfolio Businesses:
| · | Fixed
Wireless Access CPE (currently in Fixed Networks in Network Infrastructure) |
| · | Site
Implementation and Outside Plant (currently in Fixed Networks in Network Infrastructure) |
| · | Enterprise
Campus Edge (currently in Cloud and Network Services) |
| · | Microwave
Radio (currently in Mobile Networks) |
Nokia targets to conclude on a future
direction for each unit during 2026. During this transition Nokia’s priority will be to ensure continuity for customers and employees.
During the past twelve months, these units generated net sales of approximately EUR 0.9 billion with an operating loss of EUR 0.1 billion.
Moving defense into dedicated unit
for incubation
Nokia Defense is being launched as an
incubation unit to serve as the central go-to-market and R&D hub for Nokia’s defense portfolio. Building on the strong foundation
of Nokia Federal Solutions in the US, the company sees further opportunities in the US, Finland and other allied countries to deliver
defense-grade solutions based on Nokia’s core technologies in Network and Mobile infrastructure.
New long-term financial target and
strategic KPIs
Nokia is introducing a new long-term
financial target to achieve comparable operating profit of EUR 2.7 billion to EUR 3.2 billion by 2028, an increase from the EUR 2.0 billion
generated in the last 12 months (Q4’24-Q3’25). This is a separate long-term target for Nokia, not part of the group level
financial outlook and replaces Nokia’s prior long-term targets to grow faster than the market, achieve a comparable operating margin
of at least 13% and free cash flow conversion from comparable operating profit of 55% to 85%.
www.nokia.com
 |
Stock
exchange
release |
|
3
(4) |
| |
19
November 2025 |
|
|
Nokia is exposed to different trends
across its primary segments and will use different strategic levers across the company maximise shareholder value creation based on the
greatest opportunities. Nokia is introducing a series of strategic KPIs which best illustrate the expected outcomes of Nokia’s
strategy. These KPIs for the business are not part of the group level financial outlook.
| · | Net
sales growth in Network Infrastructure: Nokia targets 6-8% net sales CAGR during 2025-2028.
This includes a 10-12% target for the combined Optical Networks and IP Networks. |
| · | Network
Infrastructure operating margin: 13% to 17% by 2028 |
| · | Mobile
Infrastructure gross margin: 48-50% by 2028 |
| · | Mobile
Infrastructure operating profit: Grow from a base of EUR 1.5 billion |
| · | Group
Common and Other operating expenses: EUR 150 million operating expenses down from the
current EUR 350 million run-rate by 2028. |
| · | Free
cash flow conversion: Nokia targets to deliver free cash flow conversion from comparable
operating profit of between 65% and 75%. |
Provisional financial information
for the new segment structure
Nokia’s new segments will be established
from 1 January 2026 and Nokia will begin reporting its financial results under the new segment structure beginning with its first quarter
2026 financial results. Nokia intends to publish recast financials for both 2024 and 2025 under the new reporting structure during the
first quarter of 2026. Nokia is providing the below approximate provisional breakdown of the business within the new reporting framework
to help investors understand the perimeter, these figures are also provided proforma for the Infinera acquisition.
Q4’24 – Q3’25 (EUR
billion) | |
Net
sales | | |
Gross
margin | | |
Operating
profit | | |
Operating
margin | |
| Network Infrastructure* | |
| 7.8 | | |
| 43 | % | |
| 0.8 | | |
| 10 | % |
| Mobile Infrastructure | |
| 11.6 | | |
| 48 | % | |
| 1.5 | | |
| 13 | % |
| Portfolio businesses | |
| 0.9 | | |
| 22 | % | |
| -0.1 | | |
| N/A | |
| Group Common and Other | |
| | | |
| | | |
| -0.2 | | |
| N/A | |
| Nokia comparable* | |
| 20.3 | | |
| 45 | % | |
| 2.0 | | |
| 10 | % |
*This provisional financial information
is also shown proforma for the Infinera acquisition.
www.nokia.com
 |
Stock
exchange
release |
|
4
(4) |
| |
19
November 2025 |
|
|
Starting with its Q1 2026 financial
results, Nokia will provide on a quarterly basis full segment reporting for the new segments (i.e. net sales, gross profit, operating
profit) and will also provide revenue disclosure for the business units within the primary operating segments. The business units within
Network Infrastructure will be Optical Networks, IP Networks and Fixed Networks. The business units within Mobile Infrastructure will
be Core Software, Radio Networks and Technology Standards.
About Nokia
Nokia is a global leader in connectivity
for the AI era. With expertise across fixed, mobile, and transport networks, powered by the innovation of Nokia Bell Labs, 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, Global
Media Relations
Nokia
Investor Relations
Phone: +358 931 580 507
Email: investor.relations@nokia.com
FORWARD-LOOKING STATEMENTS
Certain
statements herein that are not historical facts are forward-looking statements. These forward-looking statements reflect Nokia's current
expectations and views of future developments and include statements regarding: A) expectations, plans, benefits or outlook related to
our strategies, projects, programs, product launches, growth management, licenses, sustainability and other ESG targets, operational
key performance indicators and decisions on market exits; B) expectations, plans or benefits related to future performance of our businesses
(including the expected impact, timing and duration of potential global pandemics, geopolitical conflicts and the general or regional
macroeconomic conditions on our businesses, our supply chain, the timing of market changes or turning points in demand and our customers’
businesses) and any future dividends and other distributions of profit; C) expectations and targets regarding financial performance and
results of operations, including market share, prices, net sales, income, margins, cash flows, cost savings, the timing of receivables,
operating expenses, provisions, impairments, tariffs, taxes, currency exchange rates, hedging, investment funds, inflation, product cost
reductions, competitiveness, value creation, revenue generation in any specific region, and licensing income and payments; D) ability
to execute, expectations, plans or benefits related to transactions, investments and changes in organizational structure and operating
model; E) impact on revenue with respect to litigation/renewal discussions; and F) any statements preceded by or including "anticipate",
“continue”, “believe”, “envisage”, “expect”, “aim”, “will”, “target”,
“may”, “would”, “could“, "see", “plan”, “ensure” or similar expressions.
These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which could
cause our actual results to differ materially from such statements. These statements are based on management’s best assumptions
and beliefs in light of the information currently available to them. These forward-looking statements are only predictions based upon
our current expectations and views of future events and developments and are subject to risks and uncertainties that are difficult to
predict because they relate to events and depend on circumstances that will occur in the future. Factors, including risks and uncertainties
that could cause these differences, include those risks and uncertainties identified in our 2024 annual report on Form 20-F published
on 13 March 2025 under Operating and financial review and prospects-Risk factors.
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:
November 19, 2025 | | Nokia
Corporation |
| | | |
| By: | /s/
Johanna Mandelin |
| | Name: | Johanna
Mandelin |
| | Title: | Vice
President, Corporate Legal |