Equity

12 Months Ended

Dec. 31, 2025

Equity [abstract]

Equity

5.1. Equity

Shares and share capital

Share capital

Nokia Corporation has one class of shares. Each share entitles

the holder to one vote at general meetings. The shares have no

par value nor is there a minimum or maximum share capital or

number of shares under the Articles of Association of Nokia

Corporation. The share capital amounted to

EUR 245 896 461.96 at 31 December 2025 and 2024, and

consisted of 5 742 239 696 (5 605 850 345 in 2024) issued and

fully paid shares.

In 2025, Nokia Corporation issued 166 389 351 new shares at

the subscription price of USD 6.01 per share, corresponding to

EUR 5.16 per share, in a directed share issue to NVIDIA

Corporation. The total proceeds of USD 1 000 million (EUR 850

million, net of the share issuance costs) were recognized in the

reserve for invested unrestricted equity. Nokia will use the

proceeds from the issuance to accelerate its strategic plans to

advance trusted connectivity for the AI supercycle and other

general corporate purposes.

In addition, Nokia Corporation issued in a directed share issue

120 000 000 (150 000 000 in 2024) new shares to itself without

consideration and canceled 150 000 000 (157 646 220 in 2024

related to the share buyback program announced in January

2024) shares it had repurchased under the share buyback

program announced in November 2024.

Share premium

Share premium reserve includes the Parent Company’s share

premium account and the equity impact of employee services

related to equity-settled share-based compensation plans.

Treasury shares

At 31 December 2025, the number of Nokia shares held by the

Group companies was 159 705 525 (232 700 997 in 2024)

representing 2.8% (4.2% in 2024) of the share capital and total

voting rights.

In 2025, Nokia repurchased 130 813 954 shares under its share

buyback program announced in November 2024 (176 832 266

shares in 2024 under the share buyback programs announced in

January and November 2024). The shares repurchased under

the November 2024 program were canceled in April 2025.

On 28 February 2025, Nokia completed the acquisition of

Infinera. The aggregated consideration transferred included

127 434 986 Nokia shares held by Nokia Corporation. Refer to

Note 6.2. Acquisitions for more information.

Additionally in 2025, Nokia Corporation transferred without

consideration 46 374 440 (24 380 761 in 2024) shares held by

the Company to employees, including certain members of the

Group Leadership Team, as settlement of the Group’s equity-

based incentive plans and the employee share purchase plan.

Number of shares outstanding at the beginning and at the end

of the period

Number of shares 000s	2025	2024	2023
1 January	5 373 149	5 525 601	5 587 016
Settlement of share-based payments	46 375	24 380	16 886
Shares issued as consideration for business combinations	127 435	—	—
Directed share issue	166 389	—	—
Acquisition of treasury shares	(130 814)	(176 832)	(78 301)
31 December	5 582 534	5 373 149	5 525 601

Nature and purpose of other equity reserves

Translation differences

Translation differences consist of foreign exchange differences

arising from translation of foreign operations into euro, the

presentation currency of the consolidated financial statements,

as well as gains and losses related to hedging of net

investments in foreign operations.

Fair value and other reserves

Pension remeasurements

Pension remeasurements reserve includes actuarial gains and

losses as well as return on plan assets and changes in the effect

of the asset ceiling, excluding amounts recognized in net

interest, related to Nokia’s defined benefit plans.

Hedging reserve

Hedging reserve includes the change in fair value that reflects

the change in spot exchange rates for certain foreign exchange

forward contracts and foreign exchange options, as well as the

part of cross-currency swaps that is designated as a cash flow

hedge to the extent that the hedges are effective.

Cost of hedging reserve

Cost of hedging reserve includes the forward element of foreign

exchange forward contracts and the time value of foreign

exchange options related to cash flow hedging of forecast

foreign currency sale and purchase transactions. Additionally,

cost of hedging reserve includes the difference between the

change in fair value of the forward element of foreign exchange

forward contracts and the time value of option contracts and

the amortization of the forward element of foreign exchange

forward contracts and time value of option contracts related to

net investment hedging. Cost of hedging reserve also includes

changes in fair value from foreign currency basis spread related

to fair value hedging of foreign currency denominated bonds.

Fair value reserve

Fair value reserve includes the changes in fair value of financial

instruments that are managed in a portfolio with a business

model of holding financial instruments to collect contractual

cash flows including principal and interest, as well as selling

financial instruments. The fair value changes recorded in fair

value reserve for these instruments are reduced by amounts of

loss allowances.

Reserve for invested unrestricted equity

The reserve for invested unrestricted equity includes that part

of the subscription price of issued shares that according to the

share issue decision is not to be recorded to the share capital as

well as other equity inputs that are not recorded to some other

reserve. The amount received for treasury shares is recorded to

the reserve for invested unrestricted equity, unless it is

provided in the share issue decision that it is to be recorded in

full or in part to the share capital. The Nokia shares repurchased

under the 2022, January 2024 and November 2024 share

buyback programs were funded using funds in the reserve for

invested unrestricted equity.

Changes in other comprehensive income by component of equity

		Fair value and other reserves
EURm	Translation differences(1)	Pension remeasurements	Hedging reserve	Cost of hedging reserve	Fair value reserve
1 January 2023	169	3 893	78	(18)	(48)
Foreign exchange translation differences	(547)	—	—	—	—
Net investment hedging gains	105	—	—	3	—
Remeasurements of defined benefit plans	—	(261)	—	—	—
Net fair value gains/(losses)	—	—	2	(25)	(87)
Transfer to income statement	19	—	(66)	38	96
Movement attributable to non-controlling interests	5	—	—	—	—
31 December 2023	(249)	3 632	14	(2)	(39)
Foreign exchange translation differences	623	—	—	—	—
Net investment hedging losses	(31)	—	—	(1)	—
Remeasurements of defined benefit plans	—	326	—	—	—
Net fair value gains/(losses)	—	—	20	(1)	66
Transfer to income statement	(78)	—	(19)	19	(52)
Movement attributable to non-controlling interests	(2)	—	—	—	—
31 December 2024	263	3 958	15	15	(25)
Foreign exchange translation differences	(1 626)	—	—	—	—
Net investment hedging gains	89	—	—	—	—
Remeasurements of defined benefit plans	—	(17)	—	—	—
Net fair value gains/(losses)	—	—	79	(27)	26
Transfer to income statement	(2)	—	(63)	11	(19)
Other increase	—	2	—	—	—
Movement attributable to non-controlling interests	4	—	—	—	—
31 December 2025	(1 272)	3 943	31	(1)	(18)

(1)At 31 December 2025, translation differences include a EUR 244 million gain related to net investment hedging (EUR 154 million gain in 2024 and EUR 186 million gain in 2023).

Capital management

For capital management purposes Nokia defines capital as total

equity and interest-bearing liabilities less cash and cash

equivalents, current interest-bearing financial investments and

non-current interest-bearing financial investments.

The main objectives of Nokia’s capital management are to

maintain a solid overall financial position and to ensure

sufficient financial flexibility to execute Nokia’s long-term

business strategy and to provide returns to shareholders. From

a cash perspective, Nokia aims to maintain the balance of its

cash and cash equivalents and interest-bearing financial

investments less interest-bearing liabilities at 10-15% of annual

net sales over time. To support these objectives, Nokia aims to

maintain investment grade credit ratings. At 31 December

2025, Nokia’s long-term credit ratings are BBB- (stable) by

Fitch, Ba1 (positive) by Moody’s, and BBB- (stable) by S&P

Global.

With regards to shareholder remuneration, Nokia targets

recurring, stable and over time growing ordinary dividend

payments, taking into account the previous year’s earnings as

well as the Company’s financial position and business outlook.

Nokia may also use share repurchases as a tool to manage its

capital structure through the reduction of capital and distribute

excess cash to the shareholders.

Distribution of funds

Nokia distributes funds to its shareholders in two ways: a) as

dividends from retained earnings and/or as assets from the

reserve for invested unrestricted equity, and b) by repurchasing

shares using funds in the unrestricted equity. The amount of

any distribution is limited to the Parent Company's distributable

funds and subject to its solvency, and may not exceed the

amount proposed by the Board of Directors.

Dividend and/or assets from the reserve for unrestricted

invested equity

For the financial year 2025

Nokia’s Board of Directors proposes to the Annual General

Meeting 2026 that no dividend is distributed by a resolution of

the AGM for the financial year ended on 31 December 2025.

Instead, the Board proposes to be authorized to decide, in its

discretion, on the distribution of an aggregate maximum of EUR

0.14 per share as dividend from the retained earnings and/or as

assets from the reserve for invested unrestricted equity. The

authorization would be used to distribute dividend and/or

assets from the reserve for invested unrestricted equity in four

installments during the period of validity of the authorization

unless the Board decides otherwise for a justified reason.

Distributions of dividend and/or assets from the reserve for

invested unrestricted equity are recognized as a reduction of

equity and a liability when the Board has decided on the

distribution. On the date of issuing the financial statements for

2025, the total number of Nokia shares is 5 742 239 696, based

on which the total amount of distribution would be EUR 804

million. The total number of shares includes the shares held by

the Parent Company which are not entitled to a distribution.

For the financial year 2024

The AGM in 2025 resolved to authorize the Board of Directors

to decide on the distribution of an aggregate maximum

of EUR 0.14 per share as dividend from the retained earnings

and/or as assets from the reserve of invested unrestricted

equity for the financial year 2024. The authorization was used

to distribute a dividend in four installments. During 2025, three

installments of dividend were distributed amounting to EUR

0.11 per share and EUR 593 million in total. The fourth

installment of EUR 0.03 per share and EUR 168 million in total

was paid in February 2026. The total amount of dividend paid

for the financial year 2024 was EUR 761 million.

For the financial year 2023

For the financial year 2023, a total dividend of EUR 709 million,

corresponding to EUR 0.13 per share, was paid.

Share buyback programs

November 2024 program

In November 2024, Nokia launched a share buyback program to

offset the dilutive effect of the acquisition of Infinera

completed on 28 February 2025. The repurchases commenced

on 25 November 2024 and ended on 2 April 2025. Nokia

repurchased in total 150 000 000 shares under the program of

which 130 813 954 shares were purchased in 2025. The

aggregate purchase price of all shares acquired under the

program was EUR 703 million, and the average price per share

was EUR 4.69.

The repurchases were funded using funds in the reserve for

invested unrestricted equity in accordance with the

authorization given to the Board of Directors by the AGM, and

hence the repurchases reduced Nokia's total unrestricted

equity. The repurchased shares were canceled in April 2025.

January 2024 program

In January 2024, Nokia’s Board of Directors initiated a share

buyback program targeting to return up to EUR 600 million of

cash to shareholders in tranches over a period of two years.

The purchases under the first phase of the program

commenced on 20 March 2024. In July 2024, Nokia announced

it had decided to accelerate the repurchases in a way that the

whole share buyback program would be completed by the end

of 2024. During the program, which ended on 21 November

2024, Nokia repurchased 157 646 220 shares. The aggregate

purchase price of all shares acquired was EUR 600 million, and

the average price per share was EUR 3.81.

The repurchases were funded using funds in the reserve for

invested unrestricted equity, and hence the repurchases

reduced Nokia’s total unrestricted equity. The repurchased

shares were canceled in December 2024.

The 2022 program

In February 2022, Nokia’s Board of Directors initiated a share

buyback program targeting to return up to EUR 600 million of

cash to shareholders in tranches over a period of two years.

In the first phase of the program, which was launched on

11 February 2022 and which ended on 11 November 2022,

Nokia repurchased 63 963 583 shares. The aggregate purchase

price of all shares acquired in the first phase was EUR 300

million, and the average price per share was EUR 4.69. The

repurchased shares were canceled in December 2022.

In the second phase of the program, which was launched on

2 January 2023 and which ended on 10 November 2023, Nokia

repurchased 78 301 011 shares. The aggregate purchase price

of all shares acquired under the second phase of the program

was EUR 300 million, and the average price per share was EUR

3.83. The repurchased shares were canceled in November 2023.

The repurchases were funded using funds in the reserve for

invested unrestricted equity, and hence the repurchases

reduced Nokia’s total unrestricted equity.

Authorizations given to the Board of Directors

The following authorizations related to the issue and

repurchase of shares were given to the Board of Directors at

the AGM held on 29 April 2025.

Authorization to issue shares and special rights entitling to

shares

The shareholders authorized the Board to issue a maximum of

530 million shares, corresponding to less than 10% of the total

number of Nokia’s shares, through issuance of shares or special

rights entitling to shares in one or more issues during the

effective period of the authorization. The Board is authorized to

issue either new shares or shares held by Nokia. Shares and

special rights entitling to shares may be issued in deviation

from the shareholders’ pre-emptive rights within the limits set

by law. The authorization may be used to develop Nokia’s

capital structure, diversify the shareholder base, finance or

carry out acquisitions or other arrangements, settle Nokia’s

equity-based incentive plans or for other purposes resolved by

the Board of Directors.

The authorization is effective until 28 October 2026, and it

terminated the previous authorizations to issue shares and

special rights entitling to shares.

Authorization to repurchase shares

The shareholders authorized the Board to repurchase a

maximum of 530 million shares, corresponding to less than

10% of the total number of Nokia’s shares, using funds in the

unrestricted equity, which means that the repurchases will

reduce Nokia’s distributable funds. The price paid for the shares

under the authorization shall be based on the market price of

Nokia shares on the securities markets on the date of the

repurchase or a price otherwise formed in a competitive

process. Shares may be repurchased to be cancelled, held to be

reissued, transferred further or for other purposes resolved by

the Board of Directors. The Company may enter into derivative,

share lending or other arrangements customary in capital

market practice. The shares may be repurchased otherwise than

in proportion to the shares held by the shareholders. The Board

shall resolve on all other matters related to the repurchase of

Nokia shares.

The authorization is effective until 28 October 2026, and it

terminated the previous authorization to repurchase shares to

the extent that the Board has not previously resolved to

repurchase shares based on such authorization.