Nokia (NOK) allocates 1,020,316 own shares to equity incentive plan participants

Rhea-AI Filing Summary

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.

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 December 9, 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:

· Changes in Nokia Corporation's own shares

	Stock exchange release		1 (1)
	9 December 2025

Nokia Corporation
Stock Exchange Release
9 December 2025 at 17:00 EET

Changes in Nokia Corporation's own shares

Espoo, Finland – A total of 1 020 316 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 22 November 2024.

The number of own shares held by Nokia Corporation following the transfer is 149 246 864.

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, Global Media Relations 

Nokia 

Investor Relations 

Phone: +358 931 580 507 

Email: investor.relations@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: December 9, 2025		Nokia Corporation
	By:	/s/ Johanna Mandelin
	Name:	Johanna Mandelin
	Title:	Vice President, Corporate Legal

FAQ

What did Nokia (NOK) announce in this Form 6-K?

Nokia announced that it transferred 1 020 316 Nokia shares held by the company to participants in its equity-based incentive plans, in line with previously approved plan rules.

Were the Nokia shares given to incentive plan participants paid for?

No. The 1 020 316 Nokia shares were transferred to participants without consideration, meaning the recipients did not pay Nokia for these shares.

How many own shares does Nokia hold after the transfer?

Following the transfer, Nokia reports holding 149 246 864 of its own shares.

Why did Nokia transfer its own shares in December 2025?

The transfer was made to settle commitments to participants of Nokia’s equity-based incentive plans, based on a Board of Directors resolution announced on 22 November 2024.

Does this announcement involve a new share issue by Nokia (NOK)?

The announcement describes the transfer of shares already held by Nokia to incentive plan participants, rather than a new share issuance to the market.

Who can investors contact at Nokia for more information on this share transfer?

Investors can contact Nokia Investor Relations by phone at +358 931 580 507 or by email at investor.relations@nokia.com.