[6-K] NOKIA CORP Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Nokia Corporation filed a Form 6-K outlining two equity-related actions. First, senior manager David Heard received a share-based incentive of 352,752 Nokia shares, recorded as a transaction outside a trading venue under the EU Market Abuse Regulation.

Second, Nokia transferred 2,622,652 own shares held by the company, without consideration, to participants in its equity-based incentive plans, based on a prior Board resolution. After this transfer, Nokia held 139,291,855 own shares, clarifying the impact of incentive settlements on its treasury share balance.

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 February 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 (Heard)

· Changes in Nokia Corporation's own shares

	Stock exchange release		1 (1)
	10 February 2026

Nokia Corporation
Managers’ transactions
10 February 2026 at 16:15 EET

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: 142352/5/4

Transaction date: 2026-02-10

Outside a trading venue

Instrument type: SHARE

ISIN: FI0009000681

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

Transaction details

(1): Volume: 352752 Unit price: N/A

Aggregated transactions

(1): Volume: 352752 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		1 (1)
	10 February 2026

Nokia Corporation
Stock Exchange Release
10 February 2026 at 16:15 EET

Changes in Nokia Corporation's own shares

Espoo, Finland – A total of 2 622 652 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 139 291 855.

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

FAQ

What manager share transaction did Nokia (NOK) disclose in this 6-K?

Nokia disclosed that senior manager David Heard received a share-based incentive of 352,752 Nokia shares. The transaction was reported as an initial notification under Article 19 of the EU Market Abuse Regulation and took place on 10 February 2026.

How many own shares did Nokia (NOK) transfer under its incentive plans?

Nokia transferred 2,622,652 own shares without consideration to participants in its equity-based incentive plans. The transfer followed a Board of Directors resolution to use shares held by the company to settle commitments under these incentive arrangements.

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

After transferring 2,622,652 shares to incentive plan participants, Nokia reports holding 139,291,855 own shares. This figure reflects the updated balance of treasury shares remaining with the company following settlement of equity-based incentive commitments.

Was David Heard’s Nokia (NOK) share incentive transaction made on an exchange?

No. The transaction involving 352,752 Nokia shares received by senior manager David Heard is classified as taking place outside a trading venue. It relates to the receipt of a share-based incentive, not an open-market purchase or sale.

What is the purpose of Nokia’s transfer of own shares in this filing?

Nokia states that the transfer of 2,622,652 own shares is to settle commitments to participants in its equity-based incentive plans. The action implements a Board resolution to use shares held by the company rather than issuing new shares.