NOKIA CORP SEC Filings

Nokia Corporation announced that its Board has resolved to apply for the delisting of its shares from Euronext Paris. The step follows a review of trading volumes, costs and administrative requirements tied to the Paris listing.

Nokia’s shares will remain listed on Nasdaq Helsinki, and its American Depositary Receipts will continue to trade on the New York Stock Exchange. The delisting from Euronext Paris is subject to the approval of the Board of Euronext Paris and is expected to take effect within the next three months. Further details of the process will be announced separately in line with applicable requirements.

Holders with shares on Euronext Paris are encouraged by the company to consult their investment advisers or custodians regarding any practical implications.

Nokia Corporation reported routine administrative updates on equity incentives. The company transferred 979,719 Nokia shares held by the company to participants of its equity-based incentive plans without consideration, based on a Board resolution. Following the transfer, own shares held total 149,393,938.

Separately, a managers’ transaction disclosure shows Patrik Hammarén (other senior manager) received 7,824 shares as a share-based incentive. These actions reflect settlement of existing incentive commitments and do not describe a cash sale of shares.

Nokia Corporation filed a Form 6‑K disclosing managers’ transactions under the EU Market Abuse Regulation. Tommi Uitto (other senior manager) disposed of 57,589 shares on October 29, 2025 at a volume‑weighted average price of €6.322 on Nasdaq Helsinki.

A closely associated person to Uitto, Piia Susanna Martikainen, disposed of 35,686 shares on October 28, 2025 at €5.486. On October 29, 2025, she executed additional disposals of 4,167 shares at €6.4316 and 8,250 shares at €6.457, with an aggregated total that day of 12,417 shares at a volume‑weighted average price of €6.44848.

Nokia announced a directed share issuance to enable NVIDIA to make a USD 1.0 billion equity investment. Subject to customary closing conditions, NVIDIA will subscribe for 166,389,351 new shares at USD 6.01 per share, becoming a 2.90% shareholder.

Nokia plans to use the proceeds to accelerate its strategy for the AI supercycle, including developing 5G & 6G RAN software on NVIDIA’s architecture and expanding AI & Cloud-aligned data center networking within Network Infrastructure. The new total share count is expected to be 5,742,239,696 after registration; the new shares represent approximately 2.98% of shares prior to issuance and 2.90% after. Shares will be delivered to NVIDIA as American Depositary Shares and are expected to be admitted to trading after Finnish registration.

Nokia and NVIDIA have also agreed to collaborate on AI networking solutions and explore integrating Nokia’s switching and optical technologies into NVIDIA’s future AI infrastructure.

Nokia Corporation reported a managers’ transaction under Article 19 of the EU Market Abuse Regulation. Senior manager Tommi Uitto acquired 125 shares of Nokia at €5.3602 per share on October 27, 2025. The trade took place on Nasdaq Helsinki (XHEL) and was disclosed as an initial notification.

The instrument is Nokia’s share (ISIN FI0009000681). The filing lists Nokia’s LEI as 549300A0JPRWG1KI7U06.

Nokia reported Q3 2025 growth with mixed profitability. Reported net sales were EUR 4,828 million, up 12% year over year. On a comparable basis, net sales rose 12% and 9% in constant currency and portfolio terms. Group gross margin declined 150 bps to 43.7%, and reported operating profit fell 14% to EUR 239 million. Diluted EPS was EUR 0.01 versus EUR 0.03 a year ago. Comparable operating profit was EUR 435 million, down 10%, with comparable EPS at EUR 0.06, flat year over year.

All business groups grew on a comparable basis. Reported net sales by segment: Network Infrastructure EUR 1,953 million (+28%); Mobile Networks EUR 1,842 million (-1%); Cloud and Network Services EUR 645 million (+8%); Nokia Technologies EUR 391 million (+11%).

Nokia revised its comparable operating profit outlook to EUR 1.7–2.2 billion, a EUR 0.1 billion technical increase due to moving venture fund results to financial income and expenses; operational outlook is unchanged. Free cash flow conversion is targeted at 50%–80%. The Board’s remaining distribution authorization is a maximum of EUR 0.03 per share. Net cash and interest‑bearing financial investments were EUR 3,001 million.

Nokia is reorganizing its leadership by creating a Technology and AI Organization (TAO) and a Corporate Development Organization (CDO) to strengthen technology innovation and business development. The company announced two external hires who will join its Group Leadership Team on 1 October 2025: Pallavi Mahajan as Chief Technology and AI Officer and Konstanty Owczarek as Chief Corporate Development Officer.

The report also states that Nishant Batra will step down as Chief Strategy and Technology Officer and leave the Group Leadership Team effective 30 September 2025. Contact details for Nokia Communications and investor relations are provided, and the notice is signed by Johanna Mandelin, Vice President, Corporate Legal.

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.