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 for more information.

Nokia (NOK) uses treasury shares to settle equity incentive plans

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

Nokia Corporation reports that it has transferred a total of 135 830 of its own shares to participants in its equity-based incentive plans. The shares were transferred without consideration, meaning employees received them as part of compensation rather than purchasing them. This transfer follows an earlier Board of Directors resolution announced on 22 November 2024 to use shares held by the company to settle commitments under these incentive plans.

After this transaction, Nokia holds 30 995 291 of its own shares. The update reflects routine use of treasury shares to meet obligations under long-term incentive programs designed to align employees’ interests with those of shareholders.

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Form 6-K: How Foreign Companies Report to the SEC →

Accepted by SEC EDGAR 09/09/2025 - 08:36 AM

FAQ

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

Nokia announced that it transferred 135 830 of its own shares without consideration to participants in its equity-based incentive plans, using shares already held by the company.

How many own shares does Nokia hold after this transfer?

Following the transfer related to its equity-based incentive plans, Nokia holds 30 995 291 of its own shares.

Why did Nokia transfer 135,830 shares without consideration?

The 135 830 shares were transferred without consideration to fulfill commitments under Nokia’s equity-based incentive plans, as authorized by a Board resolution announced on 22 November 2024.

Are the transferred Nokia (NOK) shares newly issued or existing treasury shares?

The shares were existing Nokia shares held by the company and were issued from those holdings to participants in the equity-based incentive plans.

Does this Nokia 6-K include any earnings or financial results?

No. This report focuses on the transfer of Nokia’s own shares under its equity-based incentive plans and does not present earnings or other financial results.

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 September 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 September 2025

Nokia Corporation
Stock Exchange Release
9 September 2025 at 14:00 EEST

Changes in Nokia Corporation's own shares

Espoo, Finland – A total of 135 830 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 30 995 291.

About Nokia

At Nokia, we create technology that helps the world act together.

As a B2B technology innovation leader, we are pioneering networks that sense, think and act by leveraging our work across mobile, fixed and cloud networks. In addition, we create value with intellectual property and long-term research, led by the award-winning Nokia Bell Labs, which is celebrating 100 years of innovation.

With truly open architectures that seamlessly integrate into any ecosystem, our high-performance networks create new opportunities for monetization and scale. Service providers, enterprises and partners worldwide trust Nokia to deliver secure, reliable and sustainable networks today – and work with us to create the digital services and applications of the future.

Inquiries:

Nokia Communications

Phone: +358 10 448 4900

Email: press.services@nokia.com

Maria Vaismaa, Global Head of External 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: September 9, 2025