Nokia (NOK) uses own shares to settle equity incentives for CEO and managers

Rhea-AI Filing Summary

Nokia Corporation reported equity-related transactions tied to its incentive plans. The company transferred 4,619,321 Nokia shares held as own shares, without consideration, to participants in its equity-based incentive plans under a prior Board resolution. Chief Executive Officer Justin Hotard received 321,900 shares and senior manager David Heard received 65,123 shares as share-based incentives outside a trading venue. After these transfers, Nokia held 133,449,635 of its own shares.

Insights

Equity compensation analyst

Nokia settles incentive plans with treasury shares and grants to executives.

Nokia used 4,619,321 existing own shares to satisfy commitments under its equity-based incentive plans. These shares were transferred without consideration, meaning no cash changed hands, which avoids issuing new shares and instead relies on previously repurchased stock.

CEO Justin Hotard received 321,900 shares and senior manager David Heard 65,123 shares as share-based incentives, reflecting compensation rather than market purchases. Following the transaction, Nokia still holds 133,449,635 own shares, so any dilution effects depend on the broader share base and prior repurchase activity.

Key Figures

CEO incentive grant: 321,900 shares Senior manager incentive grant: 65,123 shares Shares transferred for incentive plans: 4,619,321 shares +1 more

4 metrics

CEO incentive grant 321,900 shares Share-based incentive received by CEO Justin Hotard

Senior manager incentive grant 65,123 shares Share-based incentive received by senior manager David Heard

Shares transferred for incentive plans 4,619,321 shares Own shares transferred without consideration to plan participants

Own shares after transfer 133,449,635 shares Nokia treasury shares remaining after incentive settlement

Key Terms

share-based incentive, equity-based incentive plans, own shares, Market Abuse Regulation

4 terms

share-based incentive financial

"Nature of the transaction: RECEIPT A SHARE-BASED INCENTIVE"

Share-based incentive is a form of pay where a company rewards employees, executives or directors with company stock or rights to buy stock instead of, or in addition to, cash. It matters to investors because it aligns staff incentives with shareholder outcomes—like paying team members with slices of the same cake they are meant to grow—while increasing the number of shares outstanding, which can reduce each existing share’s claim on profits and affect reported earnings per share.

equity-based incentive plans financial

"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

"Nokia Corporation's own shares Espoo, Finland – A total of 4 619 321 Nokia shares (NOKIA) held by the company"

Market Abuse Regulation regulatory

"Transaction notification under Article 19 of EU Market Abuse Regulation"

Market abuse regulation consists of laws and rules designed to prevent dishonest or manipulative practices in financial markets. It aims to ensure fair and transparent trading, so investors can trust that markets operate honestly, much like rules that keep a game fair. By reducing unfair advantages, it helps protect investor confidence and promotes healthy, efficient markets.

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 April 10, 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:

· Nokia Corporation - Managers' transactions (Hotard)

· Nokia Corporation - Managers' transactions (Heard)

· Changes in Nokia Corporation's own shares

  Stock exchange release

10 April 2026 1 (1)

Nokia Corporation
Managers’ transactions
10 April 2026 at 16:00 EEST

Nokia Corporation - Managers' transactions (Hotard)

Transaction notification under Article 19 of EU Market Abuse Regulation.

____________________________________________

Person subject to the notification requirement

Name: Hotard, Justin

Position: Chief Executive Officer

Issuer: Nokia Corporation

LEI: 549300A0JPRWG1KI7U06

Notification type: INITIAL NOTIFICATION

Reference number: 151052/4/4

____________________________________________

Transaction date: 2025-04-10

Outside a trading venue

Instrument type: SHARE

ISIN: FI0009000681

Nature of the transaction: RECEIPT OF A SHARE-BASED INCENTIVE

Transaction details

(1): Volume: 321900 Unit price: N/A

Aggregated transactions

(1): Volume: 321900 Volume weighted average price: N/A

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

  Stock exchange release

10 April 2026 1 (1)

Nokia Corporation
Managers’ transactions
10 April 2026 at 16:00 EEST

Nokia Corporation - Managers' transactions (Heard)

Transaction notification under Article 19 of EU Market Abuse Regulation.

____________________________________________

Person subject to the notification requirement

Name: Heard, David

Position: Other senior manager

Issuer: Nokia Corporation

LEI: 549300A0JPRWG1KI7U06

Notification type: INITIAL NOTIFICATION

Reference number: 151058/4/4

____________________________________________

Transaction date: 2026-04-10

Outside a trading venue

Instrument type: SHARE

ISIN: FI0009000681

Nature of the transaction: RECEIPT OF A SHARE-BASED INCENTIVE

Transaction details

(1): Volume: 65123 Unit price: N/A

Aggregated transactions

(1): Volume: 65123 Volume weighted average price: N/A

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

  Stock exchange release

10 April 2026 1 (1)

Nokia Corporation
Stock Exchange Release
10 April 2026 at 16:00 EEST

Changes in Nokia Corporation's own shares

Espoo, Finland – A total of 4 619 321 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 133 449 635.

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: April 10, 2026	Nokia Corporation
	By:	/s/ Johanna Mandelin
	Name:	Johanna Mandelin
	Title:	Vice President, Corporate Legal

FAQ

What did Nokia (NOK) disclose in this Form 6-K about its own shares?

Nokia disclosed that it transferred 4,619,321 Nokia shares it held as own shares, without consideration, to participants in its equity-based incentive plans. This settlement followed a prior Board resolution and left Nokia holding 133,449,635 own shares after the transfer.

How many Nokia (NOK) shares were granted to CEO Justin Hotard?

CEO Justin Hotard received 321,900 Nokia shares as a share-based incentive. The transaction occurred outside a trading venue and was reported as a receipt of a share-based incentive under Article 19 of the EU Market Abuse Regulation, reflecting compensation rather than an open-market purchase.

What share-based incentive did Nokia (NOK) grant to senior manager David Heard?

Senior manager David Heard received 65,123 Nokia shares as a share-based incentive. The grant was executed outside a trading venue and classified as a receipt of a share-based incentive, with no unit price reported, under the EU Market Abuse Regulation notification requirements.

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

After transferring 4,619,321 own shares to fulfill equity-based incentive plans, Nokia reported that it holds 133,449,635 own shares. These are treasury shares remaining on the company’s balance sheet following the settlement of its previously announced incentive plan commitments.

Were cash proceeds involved when Nokia (NOK) transferred its own shares for incentive plans?

Nokia stated that 4,619,321 own shares were transferred "without consideration" to incentive plan participants, indicating no cash proceeds were received. The transfer reflects settlement of equity-based compensation obligations using treasury shares rather than issuing new stock or conducting market transactions.