NovoCure Ltd 10-Q

Item 1. Financial Statements NOVOCURE LIMITED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands (except share data) September 30, 2025 December 31, 2024 Unaudited Audited ASSETS CURRENT ASSETS: Cash and cash equivalents $ 342,119 $ 163,767 Short-term investments 691,382 796,106 Restricted cash 2,519 2,327 Trade receivables, net 85,230 74,226 Receivables and prepaid expenses 39,500 35,063 Inventories 39,104 35,086 Total current assets 1,199,854 1,106,575 LONG-TERM ASSETS: Property and equipment, net 79,976 77,660 Field equipment, net 20,549 14,811 Right-of-use assets 48,402 27,120 Other long-term assets 12,413 14,618 Total long-term assets 161,340 134,209 TOTAL ASSETS $ 1,361,194 $ 1,240,784 The accompanying notes are an integral part of these unaudited consolidated financial statements. 2 Table of Contents NOVOCURE LIMITED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands (except share data) September 30, 2025 December 31, 2024 Unaudited Audited LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Convertible note $ 560,620 $ 558,160 Trade payables 118,922 105,086 Other payables, lease liabilities and accrued expenses 96,464 93,130 Total current liabilities 776,006 756,376 LONG-TERM LIABILITIES: Senior secured credit facility, net 194,639 97,300 Long-term leases 42,682 19,971 Employee benefit liabilities 6,515 6,940 Other long-term liabilities 19 18 Total long-term liabilities 243,855 124,229 TOTAL LIABILITIES 1,019,861 880,605 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY: Share capital - Ordinary shares no par value, unlimited shares authorized; issued and outstanding: 111,979,981 shares and 108,516,819 shares at September 30, 2025 (unaudited) and December 31, 2024, respectively — — Additional paid-in capital 1,612,997 1,519,809 Accumulated other comprehensive income (loss) ( 5,806 ) ( 5,500 ) Retained earnings (accumulated deficit) ( 1,265,858 ) ( 1,154,130 ) TOTAL SHAREHOLDERS' EQUITY 341,333 360,179 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,361,194 $ 1,240,784 The accompanying notes are an integral part of these unaudited consolidated financial statements. 3 Table of Contents NOVOCURE LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS U.S. dollars in thousands (except share and per share data) Three months ended September 30, Nine months ended September 30, Year ended December 31, 2025 2024 2025 2024 2024 Unaudited Unaudited Audited Net revenues $ 167,204 $ 155,095 $ 481,003 $ 443,954 $ 605,220 Cost of revenues 44,729 35,372 124,722 103,715 137,181 Gross profit 122,475 119,723 356,281 340,239 468,039 Operating costs and expenses: Research, development and clinical studies 54,029 51,882 163,639 158,435 209,645 Sales and marketing 58,546 59,830 171,404 171,652 239,063 General and administrative 45,921 40,103 134,645 117,344 189,827 Total operating costs and expenses 158,496 151,815 469,688 447,431 638,535 Operating income (loss) ( 36,021 ) ( 32,092 ) ( 113,407 ) ( 107,192 ) ( 170,496 ) Financial income (expenses), net 5,999 10,507 18,111 31,236 39,334 Income (loss) before income tax ( 30,022 ) ( 21,585 ) ( 95,296 ) ( 75,956 ) ( 131,162 ) Income tax 7,248 8,985 16,432 26,749 37,465 Net income (loss) $ ( 37,270 ) $ ( 30,570 ) $ ( 111,728 ) $ ( 102,705 ) $ ( 168,627 ) Basic and diluted net income (loss) per ordinary share $ ( 0.33 ) $ ( 0.28 ) $ ( 1.00 ) $ ( 0.95 ) $ ( 1.56 ) Weighted average number of ordinary shares used in computing basic and diluted net income (loss) per share 111,908,252 108,247,716 111,259,532 107,679,501 107,834,368 The accompanying notes are an integral part of these unaudited consolidated financial statements. 4 Table of Contents CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) U.S. dollars in thousands Three months ended September 30, Nine months ended September 30, Year ended December 31, 2025 2024 2025 2024 2024 Unaudited Unaudited Audited Net income (loss) $ ( 37,270 ) $ ( 30,570 ) $ ( 111,728 ) $ ( 102,705 ) $ ( 168,627 ) Other comprehensive income (loss), net of tax: Change in foreign currency translation adjustments ( 198 ) 64 121 ( 161 ) ( 1,200 ) Pension benefit plan ( 499 ) ( 1,927 ) ( 427 ) 252 1,169 Total comprehensive income (loss) $ ( 37,967 ) $ ( 32,433 ) $ ( 112,034 ) $ ( 102,614 ) $ ( 168,658 ) NOVOCURE LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY U.S. dollars in thousands (except share data) Ordinary shares Additional paid-in capital Accumulated other comprehensive income (loss) Retained earnings (accumulated deficit) Total shareholders' equity Balance as of December 31, 2024 (audited) 108,516,819 $ 1,519,809 $ ( 5,500 ) $ ( 1,154,130 ) $ 360,179 Share-based compensation to employees — 29,552 — — 29,552 Exercise of options and vested RSUs 2,965,781 5,247 — — 5,247 Other comprehensive income (loss), net of tax benefit of $ 0 — — 1,299 — 1,299 Net income (loss) — — — ( 34,319 ) ( 34,319 ) Balance as of March 31, 2025 (Unaudited) 111,482,600 $ 1,554,608 $ ( 4,201 ) $ ( 1,188,449 ) $ 361,958 Share-based compensation to employees — 26,143 — — 26,143 Proceeds from issuance of shares 141,192 2,136 — — 2,136 Exercise of options and vested RSUs 174,898 251 — 251 Other comprehensive income (loss), net of tax benefit of $ 0 — — ( 908 ) — ( 908 ) Net income (loss) — — — ( 40,139 ) ( 40,139 ) Balance as of June 30, 2025 (Unaudited) 111,798,690 $ 1,583,138 $ ( 5,109 ) $ ( 1,228,588 ) $ 349,441 Share-based compensation to employees — 29,321 — — 29,321 Exercise of options and vested RSUs 181,291 538 — — 538 Other comprehensive income (loss), net of tax benefit of $ 0 — — ( 697 ) — ( 697 ) Net income (loss) — — — ( 37,270 ) ( 37,270 ) Balance as of September 30, 2025 (Unaudited) 111,979,981 $ 1,612,997 $ ( 5,806 ) $ ( 1,265,858 ) $ 341,333 5 Table of Contents Ordinary shares Additional paid-in capital Accumulated other comprehensive loss Retained earnings (accumulated deficit) Total shareholders' equity Balance as of December 31, 2023 (audited) 107,075,754 $ 1,353,468 $ ( 5,469 ) $ ( 985,503 ) $ 362,496 Share-based compensation to employees — 34,084 — — 34,084 Exercise of options and vested RSUs 528,020 213 — — 213 Other comprehensive income (loss), net of tax benefit of $ 0 — — 1,322 — 1,322 Net income (loss) — — — ( 38,760 ) ( 38,760 ) Balance as of March 31, 2024 (Unaudited) 107,603,774 $ 1,387,765 $ ( 4,147 ) $ ( 1,024,263 ) $ 359,355 Share-based compensation to employees — 31,830 — — 31,830 Proceeds from issuance of shares 178,668 2,187 — — 2,187 Exercise of options and vested RSUs 231,388 1,121 — — 1,121 Other comprehensive income (loss), net of tax benefit of $ 0 — — 632 — 632 Net income (loss) — — — ( 33,375 ) ( 33,375 ) Balance as of June 30, 2024 (Unaudited) 108,013,830 $ 1,422,903 $ ( 3,515 ) $ ( 1,057,638 ) $ 361,750 Share-based compensation to employees — 31,364 — — 31,364 Exercise of options and vested RSUs 86,562 100 — — 100 Other comprehensive income (loss), net of tax benefit of $ 0 — — ( 1,863 ) — ( 1,863 ) Net income (loss) — — — ( 30,570 ) ( 30,570 ) Balance as of September 30, 2024 (Unaudited) 108,100,392 $ 1,454,367 $ ( 5,378 ) $ ( 1,088,208 ) $ 360,781 The accompanying notes are an integral part of these unaudited consolidated financial statements. 6 Table of Contents NOVOCURE LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS U.S. dollars in thousands Three months ended September 30, Nine months ended September 30, Year ended December 31, 2025 2024 2025 2024 2024 Unaudited Unaudited Audited Cash flows from operating activities: Net income (loss) $ ( 37,270 ) $ ( 30,570 ) $ ( 111,728 ) $ ( 102,705 ) $ ( 168,627 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 3,663 2,458 10,432 8,131 11,235 Accrued Interest 789 ( 1,213 ) 4,436 60 ( 651 ) Asset write-downs and impairment of field equipment 230 450 2,915 784 1,159 Share-based compensation 29,321 31,364 85,016 97,278 160,035 Foreign currency remeasurement loss (gain) 890 ( 503 ) 2,212 763 ( 227 ) Decrease (increase) in accounts receivables and prepaid expenses 3,577 5,411 ( 15,476 ) ( 8,983 ) ( 26,358 ) Amortization of discount (premium) ( 6,402 ) ( 6,737 ) ( 19,516 ) ( 18,972 ) ( 25,644 ) Decrease (increase) in inventories 886 1,895 ( 3,684 ) ( 867 ) 2,568 Decrease (increase) in other long-term assets 2,490 1,906 6,480 7,969 7,395 Increase (decrease) in accounts payables and accrued expenses 24,830 7,452 10,517 ( 1,245 ) 19,106 Increase (decrease) in other long-term liabilities ( 2,430 ) ( 1,537 ) ( 2,631 ) ( 5,131 ) ( 6,360 ) Net cash provided by (used in) operating activities $ 20,574 $ 10,376 ( 31,027 ) ( 22,918 ) ( 26,369 ) Cash flows from investing activities: Purchase of property, equipment and field equipment $ ( 5,655 ) $ ( 10,683 ) ( 21,752 ) ( 33,913 ) ( 42,855 ) Proceeds from maturity of short-term investments 185,000 190,000 725,000 608,000 778,000 Purchase of short-term investments ( 107,909 ) ( 169,124 ) ( 602,298 ) ( 692,118 ) ( 875,387 ) Net cash provided by (used in) investing activities $ 71,436 $ 10,193 100,950 ( 118,031 ) ( 140,242 ) Cash flows from financing activities: Proceeds from issuance of shares, net $ — $ — 2,136 2,187 4,150 Proceeds from senior secured credit facility, net 99,979 — 99,979 96,922 96,922 Repayment and redemption of long-term debt — — — ( 12,913 ) ( 12,913 ) Exercise of options 538 100 6,036 1,434 2,156 Net cash provided by (used in) financing activities $ 100,517 $ 100 108,151 87,630 90,315 Effect of exchange rate changes on cash, cash equivalents and restricted cash $ ( 22 ) $ 87 470 ( 46 ) ( 174 ) Increase (decrease) in cash, cash equivalents and restricted cash 192,505 20,756 178,544 ( 53,365 ) ( 76,470 ) Cash, cash equivalents and restricted cash at the beginning of the period 152,133 168,443 166,094 242,564 242,564 7 Table of Contents NOVOCURE LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS U.S. dollars in thousands Cash, cash equivalents and restricted cash at the end of the period $ 344,638 $ 189,199 $ 344,638 $ 189,199 $ 166,094 Supplemental cash flow activities: Cash paid during the period for: Income taxes paid (refunded), net $ 3,430 $ 6,637 $ 22,239 $ 17,053 $ 23,463 Interest paid $ 2,843 $ 2,964 $ 8,162 $ 4,934 $ 7,714 Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 342,119 $ 185,422 $ 342,119 $ 185,422 $ 163,767 Restricted cash 2,519 3,777 2,519 3,777 2,327 Total cash, cash equivalents and restricted cash $ 344,638 $ 189,199 $ 344,638 $ 189,199 $ 166,094 Non-cash activities: Right-of-use assets obtained (disposed) in exchange for lease liabilities $ 2,678 $ 757 $ 27,788 $ ( 610 ) $ 494 Purchase of property incurred but unpaid at period end $ 370 $ 201 $ 370 $ 201 $ 1,619 The accompanying notes are an integral part of these unaudited consolidated financial statements. 8 Table of Contents NOVOCURE LIMITED AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION Organization . NovoCure Limited (including its consolidated subsidiaries, the "Company") was incorporated in the Bailiwick of Jersey and is principally engaged in the development, manufacture and commercialization of Tumor Treating Fields ("TTFields") devices, including Optune Gio and Optune Lua (collectively, our "Products"), for the treatment of solid tumor cancers. The Company markets Optune Gio and Optune Lua in multiple countries around the globe with the majority of revenues coming from the use of Optune Gio in the U.S., Germany, France and Japan. The Company also has a License and Collaboration Agreement (the "Zai Agreement") with Zai Lab (Shanghai) Co., Ltd. ("Zai") to market Optune in China, Hong Kong, Macau and Taiwan ("Greater China"). Financial statement preparation . The accompanying unaudited consolidated financial statements include the accounts of the Company and intercompany accounts and transactions have been eliminated. In the opinion of the Company’s management, the unaudited consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation for the periods presented. The preparation of these unaudited consolidated financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in these unaudited consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. These unaudited consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "2024 10-K") filed with the Securities and Exchange Commission on February 27, 2025. The significant accounting policies applied in the audited annual consolidated financial statements of the Company as disclosed in the 2024 10-K are applied consistently in these unaudited interim consolidated financial statements. Concentration Risks. The Company's cash, cash equivalents, short-term investments and trade receivables are potentially subject to a concentration of risk. Cash, cash equivalents and short-term investments are invested at top tier financial institutions globally and the total value invested at any one institution is limited pursuant to the Company's investment policy. These investments may be in excess of insured limitations or not insured in certain jurisdictions. Generally, these investments may be redeemed upon demand according to the terms of the securities. The Company's trade receivables are due from numerous governments and federal and state agencies that are paid from their respective budgets, and from hundreds of health insurance companies. The Company does not believe that there are significant default risks associated with these governments, agencies and health insurance companies based upon the Company's historical experience. The Company has no off-balance sheet concentrations of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. Recently announced accounting pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09 and will adopt it for fiscal year ending December 31, 2025. In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03. In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This amendment introduces a practical expedient for the application of the current expected credit loss (“CECL”) model to current accounts receivable and contract assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods 9 Table of Contents within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the timing of adoption and impact of this amendment on its consolidated financial statements and related disclosures. NOTE 2: CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS Cash equivalents include items almost as liquid as cash, with maturity periods of three months or less when purchased, and short-term investments include items with maturity dates between three months and one year when purchased. As of September 30, 2025 and December 31, 2024, the Company’s cash and cash equivalents and short-term investments were composed of: September 30, 2025 Unaudited Fair value level Adjusted cost basis Unrealized gains Unrealized losses Fair market value Recorded basis Cash and cash equivalents Short-term investments (2) Cash $ 14,780 $ — $ — $ 14,780 $ 14,780 $ 14,780 $ — Money market funds Level 1 256,410 — — 256,410 256,410 256,410 — Certificate of deposits and term deposits Level 2 86,718 — — 86,718 86,718 31,034 55,684 HTM securities (1) U.S. Treasury bills Level 1 $ 119,302 $ 45 $ — 119,347 119,302 $ 39,895 $ 79,407 Corporate debt securities Level 2 $ 556,291 $ 195 $ ( 34 ) 556,452 556,291 $ — $ 556,291 $ 675,593 $ 240 $ ( 34 ) $ 675,799 $ 675,593 $ 39,895 $ 635,698 Total $ 1,033,501 $ 240 $ ( 34 ) $ 1,033,707 $ 1,033,501 $ 342,119 $ 691,382 December 31, 2024 Audited Fair value level Adjusted cost basis Unrealized gains Unrealized losses Fair market value Recorded basis Cash and cash equivalents Short-term investments (2) Cash $ 11,848 $ — $ — $ 11,848 $ 11,848 $ 11,848 $ — Money market funds Level 1 151,919 — — 151,919 151,919 151,919 — Certificate of deposits and term deposits Level 2 170,120 — — 170,120 170,120 — 170,120 HTM securities (1) U.S. Treasury bills Level 1 $ 118,618 $ 93 $ ( 1 ) 118,710 118,618 $ — $ 118,618 Government and governmental agencies Level 2 $ — $ — $ — — — $ — $ — Corporate debt securities Level 2 $ 507,368 $ 920 $ ( 119 ) 508,169 507,368 $ — $ 507,368 $ 625,986 $ 1,013 $ ( 120 ) $ 626,879 $ 625,986 $ — $ 625,986 Total $ 959,873 $ 1,013 $ ( 120 ) $ 960,766 $ 959,873 $ 163,767 $ 796,106 10 Table of Contents (1) Changes in fair value of held-to-maturity ("HTM") securities are presented for disclosure purposes as required by ASC 320 "Investments — Debt Securities" and are recorded as finance expenses only if the unrealized loss is identified as a credit loss. (2) Pursuant to a bank guaranty agreement, $ 17,605 of short-term investments are pledged. See Note 4. In accordance with ASC 820, "Fair Value Measurements and Disclosures," the Company measures its money market funds at fair value. The fair value of the money market funds and HTM securities, which is presented for disclosure purposes, is classified within Level 1 or Level 2. This is because these assets are valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs. As of September 30, 2025 and December 31, 2024, all investments mature in one year or less. Unrealized losses from debt securities are primarily attributable to changes in interest rates. The Company does not believe any remaining unrealized losses represent impairments based on the evaluation of available evidence. NOTE 3: INVENTORIES Inventories are stated at the lower of cost or net realizable value. The weighted average methodology is applied to determine cost. As of September 30, 2025 and December 31, 2024, the Company’s inventories were composed of: September 30, 2025 December 31, 2024 Unaudited Audited Raw materials $ 4,598 $ 4,004 Work in progress 4,805 7,969 Finished products 29,701 23,113 Total $ 39,104 $ 35,086 NOTE 4: COMMITMENTS AND CONTINGENT LIABILITIES Operating Leases. The facilities of the Company are leased under various operating lease agreements for periods, including options for extensions, ending no later than 2044. The Company also leases motor vehicles under various operating leases, which expire on various dates, the latest of which is in 2028. Pledged deposits and bank guarantees. As of September 30, 2025 and December 31, 2024, the Company pledged bank deposits of $ 5,098 and $ 4,909 , respectively, to cover bank guarantees in respect of its leases of operating facilities and obtained bank guarantees for the fulfillment of the Company’s lease and other contractual commitments of $ 5,524 and $ 5,285 , respectively. In addition, € 15,000 ($ 17,605 ) of the Company's short term investments are pledged to a bank as guarantee for the Company's due execution of cash concentration agreements. NOTE 5: LONG-TERM DEBT, NET a. Convertible notes On November 5, 2020, the Company issued $ 575,000 aggregate principal amount of 0 % Convertible Senior Notes due 2025 (the “Notes”). The Notes mature on November 1, 2025, unless earlier repurchased, redeemed or converted as set forth in the Notes. In June 2024 the Company redeemed $ 14,055 of Notes in consideration of $ 12,913 . The gain from redemption was reported as finance income in accordance with ASC 470 "Debt with Conversion and Other Options". 11 Table of Contents The net carrying amount of the liability of the Notes as of September 30, 2025 and December 31, 2024 are as follows: September 30, 2025 December 31, 2024 Unaudited Audited Liability component, net: Principal amount $ 560,945 $ 560,945 Unamortized issuance costs ( 325 ) ( 2,785 ) Net carrying amount of liability component (1) $ 560,620 $ 558,160 Presented as: Short-term liability (2) $ 560,620 $ 558,160 (1) An effective interest rate determines the fair value of the Notes, therefore they are categorized as Level 3 in accordance with ASC 820. The estimated fair value of the net carrying amount of liability component of the Notes as of September 30, 2025 and December 31, 2024 were $ 556,179 and $ 526,434 , respectively. The net carrying amount of the liability is represented by the principal amount of the Notes, less total issuance costs plus any amortization of issuance costs. The total issuance costs upon issuance of the Notes were $ 16,561 and are amortized to interest expense using the effective interest rate method over the contractual term of the Notes. Interest expense is recognized at an annual effective interest rate of 0.59 % over the contractual term of the Notes. (2) In January 2021, the Company elected to settle all conversions of Notes by a combination of cash and its ordinary shares and the cash portion per $ 1,000 principal amount of Notes for all conversion settlements shall be $ 1,000 . Holders have the right to convert Notes beginning in August 2025. Since any conversion will result in the payment of cash as described above, the liability has been reclassified as current. Finance expense related to the Notes was as follows: Three months ended September 30, Nine months ended September 30, Year ended December 31, 2024 2025 2024 2025 2024 Unaudited Unaudited Audited Gain from redemption of Notes — — — ( 1,142 ) ( 1,142 ) Amortization of debt issuance costs 830 825 2,460 2,566 3,393 Total finance expenses (income) recognized $ 830 $ 825 $ 2,460 $ 1,424 $ 2,251 b. Senior secured credit facility, net On May 1, 2024 Novocure Luxembourg S.a.r.l. ("Borrower"), a wholly-owned subsidiary of the Company, entered into a new five-year senior secured credit facility of up to $ 400,000 (the "Facility") with BPCR Limited Partnership and BioPharma Credit Investments V (Master) LP (collectively, the "Lenders"), BioPharma Credit PLC, as collateral agent for the Lenders, and the guarantors party to such agreement (the "Loan Agreement"). The Facility may be drawn in up to four drawings. The Loan Agreement provides for an initial term loan in the principal amount of $ 100,000 (the "Tranche A Loan"), which was funded to the Borrower on May 1, 2024 (the "Tranche A Funding Date"). Under the Loan Agreement, the Borrower is required to give notice of its intent to draw $ 100,000 on the Facility on or before June 30, 2025 (the "Tranche B Loan"), subject to customary conditions precedent as set forth in the Loan Agreement. Not later than December 31, 2025, the Borrower has the option to give notice of its intent to draw an additional $ 100,000 of the Facility (the "Tranche C Loan") if (i) (A) the Company has received positive results from its PANOVA-3 phase 3 clinical trial or (B) the Company's trailing net revenues for the most recently completed four quarters as reported by the Company in its financial statements filed with the U.S. Securities and Exchange Commission ("Trailing Four Quarters of Net Revenue") are greater than $ 575,000 and (ii) the Notes are extinguished in full and are no longer outstanding. Not later than March 31, 2026, the Borrower has the option to give notice of its intent to draw an additional $ 100,000 of the Facility (the "Tranche D Loan") if (i) the Company receives an approval or clearance from the U.S. Food and Drug Administration for the Company's Tumor Treating Fields device for a pancreatic cancer indication or (ii) Trailing Four Quarters of Net Revenue is greater than $ 625,000 . The closing date of each of the Tranche B Loan, Tranche C Loan and Tranche D Loan is ninety (90) days 12 Table of Contents after the Company gives the respective notice of its intent to draw. The obligations under the Loan Agreement are guaranteed by certain of the Company's subsidiaries and secured by a first lien on the Borrower's and certain of the Company's other subsidiaries’ assets. Outstanding term loans under the Loan Agreement will bear interest at an annual rate equal to 6.25 % plus the three-month SOFR (subject to a 3.25 % floor), payable quarterly in arrears and calculated on the basis of actual days elapsed in a 360-day year. The Borrower must pay 2.5 % of additional consideration on each principal draw, with payment for the Tranche A Loan and the Tranche B Loan paid on the Tranche A Funding Date, and payments for the Tranche C Loan and the Tranche D Loan on their respective funding dates. Principal under the Facility will be repaid in eight equal quarterly repayments commencing with the third quarter of 2027 and continuing each quarter thereafter, with the final payment of outstanding principal due on the fifth anniversary of the Tranche A Funding Date. Voluntary prepayment of all, but not less than all, of the term loans outstanding is permitted at any time, subject to make-whole and prepayment premiums as set forth in the Loan Agreement. Prepayment of all term loans outstanding, subject to make-whole and prepayment premiums, is due and payable upon a change-in-control as defined in the Loan Agreement. Make-whole and prepayment premiums are due and payable for the Tranche B Loans for any voluntary prepayment of the term loans outstanding, upon a change-in-control (as defined in the Loan Agreement), and upon any acceleration of the maturity date, in each case regardless of whether the Tranche B Loan is drawn. The Loan Agreement contains a financial covenant only if the Tranche C Loan and/or Tranche D Loan are funded, in which case the Company is required to maintain at least Trailing Four Quarters of Net Revenue of at least $ 500,000 , calculated on a trailing twelve-month basis as of the end of each fiscal quarter, beginning with the first quarter of 2027 based on year-end 2026 audited financial statements. The draw of the Tranche B Loan closed on September 26, 2025. As of September 30, 2025 the Company had borrowed the Tranche A Loan and the Tranche B Loans in the aggregate principal amount of $ 200,000 . September 30, 2025 December 31, 2024 Unaudited Audited Liability component, net: Principal amount $ 200,000 $ 100,000 Unamortized issuance costs ( 5,361 ) ( 2,700 ) Net carrying amount of liability component (1) $ 194,639 $ 97,300 (1) An effective interest rate determines the fair value of the Notes, therefore they are categorized as Level 3 in accordance with ASC 820. The estimated fair value of the net carrying amount of liability component of the Notes as of September 30, 2025 and December 31, 2024 were $ 213,649 and $ 112,836 , respectively. The net carrying amount of the liability is represented by the principal amount of the Notes, less total issuance costs plus any amortization of issuance costs. The total issuance costs upon issuance of the Notes were $ 6,156 and are amortized to interest expense using the effective interest rate method over the contractual term of the Notes. For purposes of calculating the net carrying amount, the annual effective interest rate is assumed to be 12.4 % over the remaining contractual term of the Notes. Finance expense related to the Facility was as follows: Three months ended September 30, Nine months ended September 30, Year ended December 31, 2024 2025 2024 2025 2024 Unaudited Unaudited Audited Interest 2,837 2,960 8,143 4,922 7,693 Amortization of debt issuance costs 129 187 438 227 378 Total finance expense recognized $ 2,966 $ 3,147 $ 8,581 $ 5,149 $ 8,071 13 Table of Contents NOTE 6: REVENUE RECOGNITION a. Net revenues The Company’s net revenues by geographic region, based on the patient’s location are summarized as follows: Three months ended September 30, Nine months ended September 30, Year ended December 31, 2025 0 2024 2025 2024 2024 United States $ 96,609 $ 98,345 $ 284,024 $ 284,599 $ 391,801 International markets: Germany 20,286 16,990 58,078 47,834 65,263 France 19,620 15,243 55,895 39,998 55,730 Japan 9,385 8,581 27,578 24,062 32,569 Other international markets 15,706 11,311 40,622 32,053 42,471 International markets - Total 64,997 52,125 182,173 143,947 196,033 Greater China (1) 5,598 4,625 14,806 15,408 17,386 Total net revenues $ 167,204 $ 155,095 $ 481,003 $ 443,954 $ 605,220 (1) For additional information, see Notes 12 and 13 to the Consolidated Financial Statements in the 2024 10-K. The Company's net revenues by performance period are as follows: Three months ended September 30, Nine months ended September 30, Year ended December 31, 2025 0 2024 2025 2024 2024 Net revenues recognized in the reporting period from performance obligations satisfied in: Reporting period $ 157,509 $ 142,960 $ 461,641 $ 417,023 $ 568,819 Previous periods 9,695 12,135 19,362 26,931 36,401 Total net revenues $ 167,204 $ 155,095 $ 481,003 $ 443,954 $ 605,220 b. Contract balances The following table provides information about trade receivables, unbilled receivables and contract liabilities from contracts with customers: September 30, 2025 December 31, 2024 Unaudited Audited Trade receivables $ 77,984 $ 68,501 Unbilled receivables $ 7,246 $ 5,725 Deferred revenues (short-term contract liabilities) $ ( 15,700 ) $ ( 14,225 ) During the nine months ended September 30, 2025 and 2024 and the year ended December 31, 2024 the Company recognized $ 14,225 , $ 16,224 and $ 16,224 , respectively, which were included in the deferred revenues (short-term contract liability) balance at January 1, 2025 and 2024. NOTE 7: SHARE OPTION PLANS AND ESPP In April 2024, the Company adopted the 2024 Omnibus Incentive Plan (the "2024 Plan"), which replaced the 2015 Omnibus Incentive Plan (the "2015 Plan"), effective June 5, 2024 (the "Effective Date") following approval from the 14 Table of Contents Company's shareholders. Under the 2024 Plan, the Company can issue various types of equity compensation awards such as share options, restricted shares, performance shares, restricted share units (“RSUs”), performance-based share units (“PSUs”), long-term cash awards and other share-based awards. The total number of shares of the Company’s ordinary shares that may be granted under the 2024 Plan consists of (i) up to 9,000,000 ordinary shares (reduced by 433,018 shares subject to awards granted under the 2015 Plan after April 2, 2024), all of which were available under the 2015 Plan and which ceased to be available for future awards under the 2015 Plan as of the Effective Date and (ii) the number of undelivered shares subject to outstanding awards under the 2015 Plan that become available for future awards under the 2024 Plan as provided for in the 2024 Plan. Options granted under the 2024 Plan generally will have a two-year or four-year vesting period and expire ten years after the date of grant. Options granted under the 2015 Plan and 2024 Plan that are canceled or forfeited before expiration become available for future grants under the 2024 Plan. RSUs granted under the 2024 Plan generally will vest over a three-year period. PSUs granted under the 2024 Plan generally will vest between a three - and six-year period as performance targets are attained. RSUs and PSUs granted under the 2015 Plan and 2024 Plan that are canceled before expiration become available for future grants under the 2024 Plan. As of September 30, 2025, 6,111,636 ordinary shares were available for grant under the 2024 Plan. A summary of the status of the Company’s option plans as of September 30, 2025 and changes during the period then ended is presented below: Nine months ended September 30, 2025 Unaudited Number of options Weighted average exercise price Outstanding at beginning of year 11,315,468 $ 31.41 Granted 944,888 17.96 Exercised ( 422,673 ) 14.28 Forfeited and canceled ( 843,581 ) 45.34 Outstanding as of September 30, 2025 10,994,102 $ 29.84 Exercisable options 6,997,079 $ 34.38 A summary of the status of the Company’s RSUs and PSUs as of September 30, 2025 and changes during the period then ended is presented below. Nine months ended September 30, 2025 Unaudited Number of RSU/PSUs Weighted average grant date fair value Unvested at beginning of year 12,066,515 $ 27.19 Granted 5,444,389 18.62 Vested ( 2,899,297 ) 24.59 Forfeited and cancelled ( 1,005,508 ) 34.56 Unvested as of September 30, 2025 (1) 13,606,099 23.77 (1) Includes PSUs that have a mix of service, market and other milestone performance vesting conditions which are vested upon achievements of performance milestones that are not probable as of September 30, 2025, in accordance with ASC 718 "Compensation — Stock Compensation" as follows: 15 Table of Contents September 30, 2025 Number of PSUs Fair value at grant date per PSU Total fair value at grant date 704,493 $ 16.30 $ 11,483 907,280 18.19 16,503 21,653 19.44 421 901,284 48.16 43,406 73,186 76.97 5,633 2,607,896 $ 77,446 These PSUs will be expensed over the performance period when the vesting conditions become probable in accordance with ASC 718. In February 2025, the Company adopted the 2025 Novocure Employee Share Purchase Plan ("ESPP"), effective June 4, 2025 (the "ESPP Effective Date"), following approval from the Company's shareholders. The ESPP replaced the Company's expiring prior employee share purchase plan, which was adopted in 2015 (the "Prior ESPP"). The purpose of the ESPP is to encourage and enable eligible employees to acquire ownership of the Company’s ordinary shares purchased through accumulated payroll deductions on an after-tax basis. The total number of shares of the Company’s ordinary shares that may be issued under the ESPP consists of 6,366,651 Ordinary Shares, less 141,192 Ordinary Shares which were issued on the last “Purchase Date” pursuant to the Prior ESPP, all of which were available under the Prior ESPP and which ceased to be available for future awards under the Prior ESPP as of the ESPP Effective Date. In the United States, the ESPP is intended to be an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code and the provisions of the ESPP are construed in a manner consistent with the requirements of such section. As of September 30, 2025, 6,366,651 ordinary shares were available to be purchased by eligible employees under the ESPP. The fair value of share-based awards was estimated using the Black-Scholes model for all equity grants. For market condition awards, the Company also applied the Monte-Carlo simulation model. The Company assessed fair value using the following underlying assumptions: Nine months ended September 30, Year ended December 31, 2024 2025 2024 Unaudited Audited Stock Option Plans Expected term (years) 5.50 - 5.79 5.50 - 5.73 5.50 - 5.73 Expected volatility 75 %- 77 % 71 %- 73 % 71 %- 73 % Risk-free interest rate 4.01 %- 4.02 % 3.88 %- 4.43 % 3.88 %- 4.43 % Dividend yield 0.00 % 0.00 % 0.00 % ESPP Expected term (years) 0.50 0.50 0.50 Expected volatility 56 %- 89 % 73 %- 90 % 73 %- 90 % Risk-free interest rate 4.16 %- 4.20 % 5.13 %- 5.23 % 5.13 %- 5.23 % Dividend yield 0.00 % 0.00 % 0.00 % The total non-cash share-based compensation expense related to all of the Company’s equity-based awards recognized for the three and nine months ended September 30, 2025 and 2024, and the year ended December 31, 2024 was: 16 Table of Contents Three months ended September 30, Nine months ended September 30, Year ended December 31, 2024 2025 2024 2025 2024 Unaudited Unaudited Audited Cost of revenues $ 929 $ 1,834 $ 3,004 $ 5,280 $ 6,873 Research, development and clinical studies 6,166 7,294 18,154 25,421 32,716 Sales and marketing 7,663 10,276 21,538 31,220 43,097 General and administrative 14,563 11,960 42,320 35,357 77,349 Total share-based compensation expense $ 29,321 $ 31,364 $ 85,016 $ 97,278 $ 160,035 NOTE 8: Basic and diluted net income (loss) per ordinary share Basic net income (loss) per share is computed based on the weighted average number of ordinary shares outstanding during each period. Diluted net income per share is computed based on the weighted average number of ordinary shares outstanding during the period, plus potential dilutive shares (deriving from options, RSUs, PSUs, Notes and the ESPP) considered outstanding during the period, in accordance with ASC 260-10 "Earnings Per Share", as determined under the treasury stock or if-converted method, as applicable. The following table sets forth the computation of the Company’s basic and diluted net income (loss) per ordinary share: Three months ended September 30, Nine months ended September 30, Year ended December 31, 2024 2025 2024 2025 2024 Unaudited Unaudited Audited Net income (loss) attributable to ordinary shares as reported used in computing basic and diluted net income (loss) per share $ ( 37,270 ) $ ( 30,570 ) $ ( 111,728 ) $ ( 102,705 ) $ ( 168,627 ) Weighted average number of ordinary shares used in computing diluted net income (loss) per share 111,908,252 108,247,716 111,259,532 107,679,501 107,834,368 Potentially anti-dilutive shares that were excluded from the computation of basic net income (loss) per share: Options 9,522,315 9,887,237 8,968,363 9,392,376 9,558,506 RSUs and PSUs 4,995,367 4,651,689 4,828,118 3,880,895 4,560,415 ESPP 91,218 79,887 185,346 198,999 222,451 Weighted anti-dilutive shares outstanding which were not included in the diluted calculation 14,608,900 14,618,813 13,981,827 13,472,270 14,341,372 Basic and diluted net income (loss) per ordinary share $ ( 0.33 ) $ ( 0.28 ) $ ( 1.00 ) $ ( 0.95 ) $ ( 1.56 ) 17 Table of Contents NOTE 9: SUPPLEMENTAL INFORMATION The Company operates in a single reportable segment. The following table presents long-lived assets by location: September 30, 2025 December 31, 2024 Unaudited Audited United States $ 65,593 $ 62,897 Switzerland 49,895 27,014 Israel 14,363 16,120 Others 19,076 13,560 Total long lived assets $ 148,927 $ 119,591 18 Table of Contents