What changed in this filing

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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-22 · 48 added, 15 removed, 197 unchanged (24% of the section changed)

13 unchanged sentences

The effectiveness of our internal control over financial reporting as of December 31, 2023, has been audited by Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, an independent registered public accounting firm, as stated in their attestation report, which is included herein.

The effectiveness of our internal control over financial reporting as of December 31, 2024, has been audited by Kost Forer Gabbay & Kasierer, a member of EY Global, an independent registered public accounting firm, as stated in their attestation report, which is included herein.

(d) Changes in Internal Control over Financial Reporting

4 unchanged sentences

Our Insider Trading Policy permits our executive officers and directors to enter into trading plans designed to comply with Rule 10b5-1.

During the three-month period ending December 31, 2023, neither we nor any of our executive officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that are intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) promulgated under the Securities Exchange Act of 1934, as amended or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

During the three-month period ending December 31, 2024, we did not adopt or terminate any contract, instruction or written plan for the purchase or sale of our securities that are intended to satisfy the affirmative defense conditions

of Rule 10b5–1(c) promulgated under the Securities Exchange Act of 1934, as amended or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

The following table describes contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) promulgated under the Securities Exchange Act of 1934, as amended (each a "Rule 10b5-1 Plan") adopted by our executive officers and directors during the three month period ending December 31, 2024:

Date of Adoption

Duration of Rule 10b5-1 Plan

Aggregate Number of Securities to be Purchased Pursuant to the Rule 10b5-1 Plan

Aggregate Number of Securities to be Sold Pursuant to the Rule 10b5-1 Plan

Francis Leonard

Executive Vice President, President Novocure Oncology

November 5, 2024 December 24, 2024 - December 5, 2025

During the three-month period ending December 31, 2024, none of our executive officers or directors terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

3 unchanged sentences

EXECUTIVE COMPENSATION

The information required by this Item 11 is incorporated by reference to the information contained under the caption "2023 Director Compensation," "Compensation Discussion and Analysis — Executive Compensation" and "Compensation Committee Report" in our definitive proxy statement related to the 2024 annual meeting of shareholders.

The information required by this Item 11 is incorporated by reference to the information contained under the caption "2024 Director Compensation," "Compensation Discussion and Analysis — Executive Compensation," "Compensation Discussion and Analysis — Long-term Incentives" and "Compensation Committee Report" in our definitive proxy statement related to the 2025 annual meeting of shareholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

43 unchanged sentences

8-K 11/9/20 10.1

10.2 L oan Agreement dated April 29.

2024 among Novocure Luxembourg S.a.r.l., the subsidiary guarantors party thereto, BPCR Limited Partnership and BioPharma Credit Investments V (Master) LP, and BioPharma Credit PLC, as collateral agent.

10.3 License and Collaboration Agreement, dated as of September 10, 2018, between NovoCure Limited and Zai Lab (Shanghai) Co., Ltd.

8 unchanged sentences

S-1/A 9/21/15 10.5

10.8 2024 Omnibus Incentive Plan#

10.9 2 024 Omnibus Incentive Plan - Swiss Sub Plan#

10.10 Employee Share Purchase Plan#

22 unchanged sentences

8-K 5/12/17 10.2

Number Exhibit Description Incorporated by Reference Filed

Form Date Number

10.21 Form of Incentive Stock Option Agreement pursuant to the NovoCure Limited 2015 Omnibus Incentive Plan – Form of Performance Option Agreement for Israel #

4 unchanged sentences

8-K 5/13/16 10.1

Number Exhibit Description Incorporated by Reference Filed

Form Date Number

10.24 Amendment #1 to Employment Agreement between Novocure USA LLC and William F.

4 unchanged sentences

10.26 Non-Employee Director Compensation Program

2/22/24 10.23

10.27 Employment Agreement, dated as of October 10, 2016, by and between NovoCure (Israel) Ltd.

1 unchanged sentence

8-K 10/14/16 10.1

10.28 Employment Agreement, dated as of January 1, 2025, by and between NovoCure (Israel) Ltd.

and Asaf Danziger #

12/17/24 10.2

10.29 Amended and Restated Employment Agreement dated as of September 1, 2020 by and between Novocure USA LLC and Wilhelmus Groenhuysen #

8-K 8/13/20 10.1

10.26 Employment Agreement, dated as of October 10, 2016, by and between NovoCure USA LLC and Michael J.

10.30 Employment Agreement effective as of October 1, 2024 by and between Novocure USA LLC and Wilhelmus Groenhuysen #

8-K 9/3/24 10.1

1 unchanged sentence

8-K 8/13/20 10.2

10.32 Employment Agreement, dated as of January 1, 2025, by and between Novocure GmbH and Ashley Cordova #

12/17/24 10.1

10.33 Employment Agreement, dated as of January 1, 2025, by and between Novocure GmbH and Christoph Brackmann #

10/30/24 10.1

10.34 Employment Agreement, dated as of July 25, 2018, between Novocure USA LLC and Pritesh Shah #

14 unchanged sentences

8-K 3/6/20 10.2

Number Exhibit Description Incorporated by Reference Filed

Form Date Number

10.42 First Addendum dated June 9, 2020 to License and Collaboration Agreement, dated as of September 10, 2018, between NovoCure Limited and Zai Lab (Shanghai) Co., Ltd.

8 unchanged sentences

10.46 Employment Agreement, dated as of January 3, 2024, between Novocure USA LLC and Frank Leonard#

Number Exhibit Description Incorporated by Reference Filed

Form Date Number

Employment Agreement, dated as of J anuary 3, 2024 , between Novocure USA LLC and Pritesh Shah#

19 N ovoCure L imited Policy Statement on Securities Trades by Company Officers, Directors a nd Employees

10.47 Employment Agreement, dated as of January 3, 2024, between Novocure USA LLC and Pritesh Shah#

10.48 E mploy ment Agreeme nt dated as of April 1 , 2022 b etween Novocure (Israel) Ltd.

and Barak Ben-A rye#

10.49 Form s of Share Option Agreement under 202 4 Omnibus Incentive Plan #

10.50 F orm s of Rest ricted Share Unit Award Notice under 2024 Omnibus Incentive Plan #

10.51 F orm s of Performance-Based Restri cted Share Unit Awar d under 2024 O mnibus Incentive Plan #

19 NovoCure Limited Policy Statement on Securities Trades by Company Officers, Directors and Employees

21 Subsidiaries

10 unchanged sentences

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X

Number Exhibit Description Incorporated by Reference Filed

Form Date Number

101.PRE Inline XBRL Extension Presentation Linkbase Document X

11 unchanged sentences

NovoCure Limited

/s/ Asaf Danziger

Asaf Danziger

/s/ Ashley Cordova

Ashley Cordova

Chief Executive Officer

1 unchanged sentence

Signature Title

February 22, 2024 /s/ Asaf Danziger Chief Executive Officer and Director (Principal Executive Officer)

Asaf Danziger

February 22, 2024 /s/ Ashley Cordova Chief Financial Officer (Principal Financial and Accounting Officer)

February 27, 2025 /s/ Ashley Cordova

Chief Executive Officer (Principal Executive Officer)

Ashley Cordova

February 27, 2025 /s/ Christoph Brackmann

Chief Financial Officer (Principal Financial and Accounting Officer)

Christoph Brackmann

February 27, 2025 /s/ William F.

Doyle Executive Chairman and Director

February 27, 2025 /s/ Asaf Danziger Director

Asaf Danziger

February 27, 2025 /s/ Jeryl L.

15 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures