Nokia (NOKBF) uses 84,979 treasury shares to settle equity incentive plans

Rhea-AI Filing Summary

Nokia Corporation reported a routine change in its own shares related to employee incentives. The company transferred 84,979 Nokia shares held in treasury, without consideration, to participants in its equity-based incentive plans, following an earlier Board resolution from November 22, 2024. These shares were used to settle commitments under the plans rather than being sold on the market.

After this transfer, Nokia now holds 30,910,312 of its own shares. The transaction reflects the ongoing use of share-based compensation to reward and retain employees and executives, while modestly reducing the company’s 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 September 15, 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

15 September 2025 1 (1)

Nokia Corporation
Stock Exchange Release
15 September 2025 at 15:30 EEST

Changes in Nokia Corporation's own shares

Espoo, Finland – A total of 84 979 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 30 910 312.

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 15, 2025		Nokia Corporation
	By:	/s/ Johanna Mandelin
	Name:	Johanna Mandelin
	Title:	Vice President, Corporate Legal

FAQ

What change in Nokia (NOKBF) shares is disclosed in this Form 6-K?

Nokia transferred 84,979 Nokia shares held by the company to participants in its equity-based incentive plans, reducing its treasury share balance.

Did Nokia receive any cash for the 84,979 shares transferred under its incentive plans?

No. The 84,979 shares were transferred without consideration to participants in Nokia’s equity-based incentive plans.

How many own shares does Nokia (NOKBF) hold after the transfer?

Following the transfer, Nokia holds 30,910,312 of its own shares.

>Why were Nokia’s own shares transferred to plan participants?

The transfer was made to settle commitments under Nokia’s equity-based incentive plans, in line with a Board resolution to use shares held by the company for this purpose.

When did the transfer of Nokia’s own shares take place?

The transfer of 84,979 shares took place on September 15, 2025.

Who authorized the issuance of Nokia’s treasury shares for incentive plans?

Nokia states the transfer is based on a resolution of the Board of Directors to issue shares held by the company to settle incentive plan commitments.

What type of plans received Nokia shares in this transaction?

The shares were transferred to participants of Nokia’s equity-based incentive plans, which use company shares as part of compensation.