NOKIA CORP

Nokia Annual Reporton Form 20-F 2025

As filed with the Securities and Exchange Commission on 5 March 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

FORM 20-F

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGEACT OF 1934

For the fiscal year ended 31 December 2025

Commission file number 1-13202

Nokia Corporation

(Exact name of Registrant as specified in its charter)

Republic of Finland

(Jurisdiction of incorporation)

Karakaari 7 FI-02610 Espoo, Finland

(Address of principal executive offices)

Johanna Mandelin, VP, Corporate Legal, Telephone:+358 (0) 104 488 000, Facsimile:+358 (0)104 481 002,

Karakaari 7, FI-02610 Espoo, Finland

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”):

(1)Not for trading, but only in connection with the registration of American Depositary Shares representing these shares, pursuant to the requirements of the Securities and Exchange Commission.

Securities registered pursuant to Section 12(g) of the Exchange Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Exchange Act: None

Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the period covered by the annual report. Shares:5 742 239 696.

U.S. GAAP ☐

International Financial Reporting Standards as issued by the International Accounting Standards Board ☒

Other ☐

Cross-reference table to Form 20-F

Forward-looking

statements

Certain statements contained in this report constitute “forward-looking

statements.” Forward-looking statements provide Nokia's current expectations of

future events and trends based on certain assumptions and include any statement

that does not directly relate to any current or historical fact. The words “believe,”

“expect,” “expectations,” “anticipate,” “foresee,” “see,” “target,” “estimate,”

“designed,” “aim,” “plan,” “intend,” “influence,” “assumption,” “focus,” “continue,”

“project,” “should,” “is to,” “will,” “strive,” “may,” “could,” “forecast,”or similar

expressions as they relate to us or our management are intended to identify these

forward-looking statements, as well as statements regarding:

a)business strategies, planning assumptions, projects, market expansion, growth

management, and future industry trends and megatrends and our plans to

address them;

b)future performance of our businesses and any future distributions and

dividends;

c)expectations and targets regarding financial performance, results, operating

expenses, cash flows, tariffs, taxes, currency exchange rates, hedging, cost

savings and competitiveness, as well as results of operations including targeted

synergies and those related to market share, prices, net sales, income and

margins;

d)expectations, plans, timelines or benefits related to our transactions,

investments and changes in our organizational and operational structure;

e)market developments in our current and future markets and their seasonality

and cyclicality, including the telecommunication provider and AI & Cloud provider

markets, as well as general economic conditions, future regulatory

developments and the expected impact, timing and duration of potential global

pandemics and geopolitical conflicts on our businesses, our supply chain, our

customers’ businesses and the general market and economic conditions;

f)our position in the market, including product portfolio and geographical reach,

and our ability to use the same to develop the relevant business or market and

maintain our order pipeline over time;

g)any future collaboration or business collaboration agreements or patent license

agreements or arbitration awards, including income from any collaboration or

partnership, agreement or award;

h)timing of the development and delivery of our products and services;

i)the outcome of pending and threatened litigation, arbitration, disputes,

regulatory proceedings or investigations by authorities;

j)restructurings, investments, capital structure optimization efforts, divestments

and our ability to achieve the financial and operational targets set in connection

with any such restructurings, investments, and capital structure optimization

efforts including our ongoing cost savings program;

k)future capital expenditures, temporary incremental expenditures or other R&D

expenditures to develop or rollout new products; and

l)sustainability and corporate responsibility.

These statements are based on management’s best assumptions and beliefs in

light of the information currently available to it and are subject to a number of

known and unknown risks and uncertainties, many of which are beyond our control,

which could cause actual results to differ materially from such statements. These

statements are only predictions based upon our current expectations and views of

future events and developments and are subject to risks and uncertainties that are

difficult to predict because they relate to events and depend on circumstances that

will occur in the future. Risks and uncertainties that could affect these statements

include but are not limited to the risk factors specified under the section “Risk

factors” of this report and in our other filings or documents furnished with the U.S.

Securities and Exchange Commission. Other unknown or unpredictable factors or

underlying assumptions subsequently proven to be incorrect could cause actual

results to differ materially from those in the forward-looking statements. We do

not undertake any obligation to publicly update or revise forward-looking

statements, whether as a result of new information, future events or otherwise,

except to the extent legally required.

Introduction

and use of

certain terms

Nokia Corporation (“Parent Company”) is a public limited liability company

incorporated under the laws of the Republic of Finland and registered to the Finnish

Trade Register since 1896. In this Annual Report on Form 20-F, any reference to

“we,” “us,” “Nokia Group,” “the Group,” “the company” or “Nokia” means Nokia

Corporation and its consolidated subsidiaries and generally Nokia’s continuing

operations, except where we separately specify that the term means

Nokia Corporation or a particular subsidiary or business segment only or our

discontinued operations. References to “our shares,” matters relating to our shares

or matters of corporate governance refer to the shares and corporate governance

of Nokia Corporation.

Nokia Corporation has published its consolidated financial statements in euro

for periods beginning on or after 1 January 1999. In this Annual Report on Form 20-

F, references to “EUR,” “euro” or “€” are to the common currency of the European

Economic and Monetary Union, references to “dollars,” “US dollars,” “USD” or “$”

are to the official currency of the United States, references to “Chinese yuan” or

“CNY” are to the official currency of the People’s Republic of China, references to

“INR” or “Indian rupee” are to the official currency of the Republic of India,

references to “GBP” or “British pound” are to the official currency of the United

Kingdom and references to “Japanese yen” or “JPY” are to the official currency of

Japan.

Additional terms are defined in the “Glossary.”

The information contained in, or accessible through, the websites linked

throughout this Annual Report on Form 20-F is not incorporated by reference into

this document and should not be considered a part of this document.

Nokia Corporation furnishes Citibank, N.A., as Depositary, with its consolidated

financial statements and a related audit opinion of our independent auditors

annually. These financial statements are prepared in accordance with IFRS

Accounting Standards as issued by the International Accounting Standards Board

(IASB) and as adopted by the European Union (EU). In accordance with the rules and

regulations of the SEC, we do not provide a reconciliation of our consolidated

financial statements to the generally accepted accounting principles in the US, or

US GAAP.

We also furnish the Depositary with quarterly reports containing unaudited financial

information prepared in accordance with IAS 34, Interim Financial Reporting, as well

as all notices of shareholders’ meetings and other reports and communications

that are made available generally to our shareholders. The Depositary makes these

notices, reports and communications available for inspection by record holders of

American Depositary Receipts (ADRs), evidencing American Depositary Shares

(ADSs), and distributes to all record holders of ADR notices of shareholders’

meetings received by the Depositary.

In addition to the materials delivered to holders of ADRs by the Depositary, holders

can access our consolidated financial statements, and other information included

in our annual reports and proxy materials, at nokia.com/financials. This Annual

Report on Form 20-F is also available at nokia.com/financials as well as on

Citibank’s website at https://fs11.formsite.com/bHTsOU/r2piq0mgvd/index.

Holders may also request a hard copy of this annual report by calling the toll-free

number 1-877-NOKIA-ADR (1-877-665-4223), or by directing a written request to

Citibank, N.A., Shareholder Services, PO Box 43077, Providence, RI 02940-3081,

United States. With each annual distribution of our proxy materials, we offer our

record holders of ADRs the option of receiving all of these documents electronically

in the future.

In this report