Business Context and Reporting Period
This Form 6-K filing by Nokia Corporation, dated October 28, 2025, reports material inside information regarding a strategic partnership and equity investment by NVIDIA Corporation. The filing details a directed share issuance approved by Nokia's Board of Directors to facilitate the transaction.
Key Financial Metrics and Transaction Details
- Investment Amount: NVIDIA will invest USD 1.0 billion (approximately EUR 0.86 billion) in new Nokia shares.
- Share Issuance: Nokia will issue 166,389,351 new shares.
- Subscription Price: USD 6.01 (EUR 5.16) per share.
- Ownership Stake: Upon completion, NVIDIA will hold approximately 2.90% of Nokia's total shares.
- Post-Issuance Share Count: The total number of Nokia shares is expected to be 5,742,239,696.
- Use of Proceeds: Funds will accelerate strategic plans for trusted connectivity in the AI supercycle, development of 5G & 6G RAN software on NVIDIA architecture, and expansion in the AI & Cloud market.
Note: This filing does not provide standard periodic financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for a specific reporting period.
Material Changes and Strategic Developments
The primary material change is the entry into a strategic partnership with NVIDIA to shape the AI-RAN (Radio Access Network) market and support data center networking evolution. Key strategic shifts include:
- Collaboration on AI networking solutions.
- Integration of Nokia's data center switching and optical technologies into NVIDIA's future AI infrastructure.
- Acceleration of Nokia's presence in the AI & Cloud market within its Network Infrastructure business.
Guidance, Outlook, and Risks
Management Commentary: Nokia's Board determined that the partnership and share issuance benefit the company and its shareholders, providing a weighty financial reason to deviate from shareholder pre-emptive rights. The company expects the transaction to create significant value for both entities.
Risks and Contingencies: The filing includes standard forward-looking statement disclaimers. Specific risks identified include:
- Failure to satisfy customary closing conditions.
- Events that could trigger a right to terminate the transaction.
- Potential fluctuation or decline in Nokia's stock price if the transaction is not completed.
- Uncertainty regarding the timing of transaction completion.
Investor Verification Checklist
- Verify the final closing date and confirmation of share registration with the Finnish Trade Register (expected November 2025).
- Confirm the exact exchange rate used for final EUR conversion if it differs from the October 27, 2025 reference rate of 0.8591.
- Monitor the conference call replay for specific details on the technical integration roadmap between Nokia and NVIDIA.
- Review the impact of the 2.90% dilution on existing shareholder equity.
- Check for any subsequent regulatory approvals required for the transaction to close.