Nokia (NYSE: NOK) allocates 121,013 own shares under incentive plans

Rhea-AI Filing Summary

Nokia Corporation reported that it transferred 121,013 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. After this transfer, Nokia holds 133,328,622 own shares. The transfer follows an earlier Board decision to use treasury shares to meet commitments under these incentive programs.

Key Figures

Shares transferred: 121,013 shares Own shares after transfer: 133,328,622 shares

2 metrics

Shares transferred 121,013 shares Transferred without consideration under equity-based incentive plans

Own shares after transfer 133,328,622 shares Treasury shares held by Nokia Corporation following the transfer

Key Terms

equity-based incentive plans, own shares, without consideration, 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

"Changes in Nokia Corporation's own shares"

without consideration financial

"were transferred today without consideration to participants"

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 April 21, 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)
	21 April 2026

Nokia Corporation
Stock Exchange Release
21 April 2026 at 20:00 EEST

Changes in Nokia Corporation's own shares

Espoo, Finland – A total of 121 013 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 133 328 622.

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 21, 2026	Nokia Corporation
	By:	/s/ Johanna Mandelin
	Name:	Johanna Mandelin
	Title:	Vice President, Corporate Legal

FAQ

What change did Nokia (NOK) announce regarding its own shares?

Nokia transferred 121,013 of its own shares to participants in its equity-based incentive plans. These shares were delivered without consideration, based on a prior Board resolution, and are intended to settle commitments under the company’s long-term incentive arrangements.

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

After the transfer, Nokia holds 133,328,622 own shares. This figure reflects the remaining treasury share balance once 121,013 shares were delivered to participants in Nokia’s equity-based incentive plans as part of previously approved compensation arrangements.

Why did Nokia (NOK) transfer 121,013 shares without consideration?

The 121,013 shares were transferred without consideration to fulfill obligations under Nokia’s equity-based incentive plans. This follows a Board of Directors resolution authorizing use of shares held by the company to settle commitments to plan participants, instead of issuing new shares or paying cash.

What Board decision supports Nokia’s latest share transfer?

The transfer is based on a Board of Directors resolution to issue shares held by the company to settle commitments under equity-based incentive plans. That decision, announced on 2 October 2025, allows Nokia to use treasury shares to satisfy these long-term incentive awards.

Does Nokia’s share transfer involve a cash payment by participants?

No, the filing states the 121,013 Nokia shares were transferred "without consideration" to participants. This means recipients did not pay cash for the shares; they received them as part of Nokia’s equity-based incentive compensation structure previously approved by the Board.