What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-02-27 · 208 added, 183 removed, 962 unchanged (29% of the section changed)

12 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of NovoCure Limited and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2024 and the related notes (collectively referred to as the "consolidated financial statements").

We have audited the accompanying consolidated balance sheets of NovoCure Limited and its subsidiaries ("the Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025 and the related notes (collectively referred to as the "consolidated financial statements").

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

15 unchanged sentences

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue recognition – Measuring variable consideration

Description of the Matter As per the Company's consolidated statements of operations, the net revenues recognized during the fiscal year of 2025 amounted to a sum of $655 million, which included variable consideration estimates.

As described in Note 2 to the consolidated financial statements, the transaction price is determined based on the consideration to which the Company will be entitled to in exchange for providing Optune solution.

The company provides certain patients with implicit price concessions, which results in variable consideration.The Company adjusts the transaction price for estimated implicit price concessions to reflect the revenues which the Company expects to receive.

As described in Note 2 to the consolidated financial statements, the transaction price is determined based on the consideration which the Company will be entitled to in exchange for providing Optune solutions.

The Company provides certain patients with implicit price concessions, which results in variable consideration.

The Company adjusts the transaction price for estimated implicit price concessions to reflect the revenues which the Company expects to receive.

Auditing the Company's measurement of variable consideration involved challenging judgment because the calculation involves uncertainty and subjective management assumptions about estimates of expected price concessions.

64 unchanged sentences

Long-term liabilities:

Convertible note

Senior secured credit facility, net

195,047 97,300

Long term leases 41,647 19,971

Employee benefit liabilities 3,938 6,940

Other long-term liabilities 18 18

Total long-term liabilities 240,632 124,211

52 unchanged sentences

Share-based compensation — 115,608 — — 115,608

Exercise of options 991,884 10,295 — — 10,295

Exercise of options and vested RSUs

1,823,851 11,381 — — 11,381

Issuance of shares in connection with employee stock purchase plan 202,492 4,416 — — 4,416

4 unchanged sentences

Share-based compensation — 160,035 — — 160,035

Exercise of options 1,823,851 11,381 — — 11,381

Exercise of options and vested RSUs

1,129,280 2,156 — — 2,156

Issuance of shares in connection with employee stock purchase plan 311,785 4,150 — — 4,150

4 unchanged sentences

Share-based compensation — 104,832 — — 104,832

Exercise of options 1,129,280 2,156 — — 2,156

Exercise of options and vested RSUs

3,696,398 6,113 — — 6,113

Tax payments related to net share settlement on equity awards — ( 146 ) — — ( 146 )

Issuance of shares in connection with employee stock purchase plan 279,450 3,656 — — 3,656

37 unchanged sentences

Proceeds from senior secured credit facility, net

99,979 96,922 —

Repayment and redemption of long-term debt

( 560,945 ) ( 12,913 ) ( 10 )

Tax payments related to net settlements on equity awards ( 146 ) — —

Exercise of options 6,113 2,156 11,381

20 unchanged sentences

dollars in thousands (except share and per share data)

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, its "Products"), for the treatment of solid tumor cancers.

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, Optune Lua and Optune Pax (collectively, its "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 the Company's Products in China, Hong Kong, Macau and Taiwan ("Greater China").

As of January 1, 2022, the effective place of daily management and control of the Company moved to Switzerland and the Company has become a Swiss tax resident.

Optune Pax is marketed in the U.S.

Basis of presentation and significant accounting policies

25 unchanged sentences

Intercompany transactions and balances, including unrealized profits from intercompany sales, have been eliminated upon consolidation.

Cash equivalents:

Cash equivalents are short-term, highly liquid investments that are generally readily convertible into cash with a maturity of three months or less at the date acquired.

NovoCure Limited and subsidiaries

1 unchanged sentence

dollars in thousands (except share and per share data)

Cash equivalents:

Cash equivalents are short-term, highly liquid investments that are readily convertible into cash with a maturity of three months or less at the date acquired.

Short-term investments:

17 unchanged sentences

If the inventories are deemed damaged, if actual demand for the Company’s devices deteriorates, or if market conditions are less favorable than those projected, inventory write-offs may be required.

Inventory write-offs of $ 756 , $ 681 and $ 917 , respectively, were recorded for the years ended December 31, 2024, 2023 and 2022.

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

Inventory write-offs are included in cost of revenues (see Note 5).

Property and equipment:

7 unchanged sentences

Construction in progress is related to the construction or development of property and equipment that is not yet ready for its intended use.

The Company records a write-off provision for any excess, lost or damaged equipment when warranted based on an assessment of the equipment.

Write-offs for equipment are included in the relevant profit and loss line item (see Note 6).

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

Field equipment:

8 unchanged sentences

If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value.

During the three years ended December 31, 2024, no impairment losses have been identified.

Impairment losses of $ 3,131 , $ 0 and $ 0 , respectively, were recorded for the years ended December 31, 2025, 2024 and 2023.

Other long-term assets:

12 unchanged sentences

The Company's contracts include the lease of the device, the supply obligation of disposable arrays and technical support for the term of treatment.

To the extent a contract includes multiple promised products and/or services, the Company must apply judgment

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

to determine whether those products and/or services are capable of being distinct in the context of the contract.

To the extent a contract includes multiple promised products and/or services, the Company must apply judgment to determine whether those products and/or services are capable of being distinct in the context of the contract.

If these criteria are not met the promised products and/or services are accounted for as a combined performance obligation.

6 unchanged sentences

The Company reassesses variable consideration at each reporting period and, if necessary, these estimates are adjusted to reflect the anticipated amounts to be collected when those facts and circumstances become known.

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

The Company has agreements with many payers that define explicit discounts off the gross transaction price.

25 unchanged sentences

Because the Company does not pursue collection of amounts determined to qualify as charity, they are not reported as revenue.

The Company's costs of care provided under charitable care were $ 4,389 , $ 2,692 and $ 3,009 for the

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

years ended December 31, 2024, 2023 and 2022, respectively.

The Company's costs of care provided under charitable care were $ 5,449 , $ 4,389 and $ 2,692 for the years ended December 31, 2025, 2024 and 2023, respectively.

These amounts were determined by applying charitable care as a percentage of gross billings to total cost of goods sold.

6 unchanged sentences

The Company's policy is to account for forfeitures as they occur.

The Company recognizes compensation expense for the value of awards using the accelerated method over the requisite service period of the award, which for restricted share units is two or three years and for option awards, which is two or four years .

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

The Company recognizes compensation expense for awards using the accelerated method over the requisite service period of the award, which for restricted share units is two or three years and for option awards, which is two or four years .

The Company recognizes compensation costs for the value of performance stock units ("PSU") over the performance period when the vesting conditions become probable in accordance with ASC 718.

16 unchanged sentences

Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets;

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

or similar assets or liabilities in markets with insufficient volume or infrequent transactions, or other inputs that are observable (model-derived valuations in which significant inputs are observable), or can be derived principally from or corroborated by observable market data;

Level 2 - Includes other inputs that are directly or indirectly observable in the marketplace, other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets with insufficient volume or infrequent transactions, or other inputs that are observable (model-derived valuations in which significant inputs are observable), or can be derived principally from or corroborated by observable market data;

Level 3 - Unobservable inputs which are supported by little or no market activity.

4 unchanged sentences

Diluted net income per share is computed based on the weighted average number of ordinary shares outstanding during the period, plus potential dilutive shares considered outstanding during the period, in accordance with ASC 260-10.

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

Income taxes:

1 unchanged sentence

The Company provides a valuation allowance to reduce deferred tax assets to their estimated realizable value, if needed.

For additional information see Note 2aa below.

The Company established reserves for uncertain tax positions based on the evaluation of whether or not the Company’s uncertain tax position is "more likely than not" to be sustained upon examination.

7 unchanged sentences

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.

The Company has no off-balance sheet concentrations of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements, except as described in Note 2y below.

Retirement, pension and severance plans:

7 unchanged sentences

The Swiss Plan is part of a collective pension foundation “AXA Foundation for Occupational Benefits”.

This is a semi-autonomous pension foundation, meaning that the underlying

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

investment risk and the longevity are born by the pension foundation itself.

This is a semi-autonomous pension foundation, meaning that the underlying investment risk and the longevity are born by the pension foundation itself.

Disability and death risks are reinsured with AXA insurance.

7 unchanged sentences

Contributions pursuant to these obligations for the years ended December 31, 2025, 2024 and 2023 amounted to $ 1,992 , $ 1,679 and $ 1,735 , respectively.

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

Contingent liabilities:

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An option to terminate is considered unless it is reasonably certain that the Company will not exercise the option.

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

Lessor accounting - Operating leases:

4 unchanged sentences

If the lease component is the predominant component, the Company accounts for all revenues under such lease as a single component in accordance with the lease accounting standard.

Conversely, if the non-lease component is the predominant component, all revenues under such lease are accounted for in accordance with the revenue recognition accounting standard.

Conversely, if the non-lease component is the predominant component, all revenues under such lease are accounted for in accordance with the revenue

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

recognition accounting standard.

The Company's operating leases qualify for the single component accounting, and the non-lease component in each of the Company's leases is predominant.

Therefore, The Company accounts for all revenues from its operating leases in accordance with the revenue recognition accounting standard.

Convertible note:

On January 1, 2022, the Company adopted ASU 2020-06, “Debt - Debt with Conversion and Other Options (subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (subtopic 815-40),, which simplified the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity.

In accordance with ASU 2020-06, entities account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under Accounting Standards Codification ("ASC Topic 815"), Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium.

Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share (EPS), which is consistent with the Company’s accounting treatment under the current standard.

Recently Adopted Accounting Pronouncement - Segment reporting:

Derivatives and Hedging:

The Company transacts in derivative financial instruments (forward exchange contracts).

The transactions are designed to hedge the Company’s Euro foreign exchange transaction risk.

Euro cash receivables are netted against Euro cash payables across countries before a forward contract is purchased with a maximum duration of 12 months.

The Company does not enter into derivative transactions for trading purposes.

Derivative instruments are recognized on the balance sheet at their fair value.

In accordance with ASC 815, Derivatives and Hedging ("ASC Topic 815") derivative instruments that do not qualify for hedge accounting are recognized on the balance sheet at their fair value, with changes in the fair value recognized as a component of financial expenses, net in the statements of income.

The cash flows associated with these derivatives are reflected as cash flows from operating activities in the consolidated statements of cash flows.

Segment reporting:

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

1 unchanged sentence

Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted ASU 2023-07 during the year ended December 31, 2024, on a retrospective basis.

See note 11 in the accompanying notes to the consolidated financial statements for further detail

Recently Issued Accounting Pronouncements:

Recently Adopted Accounting Pronouncement

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

1 unchanged sentence

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.

The Company adopted ASU 2023-09 during the year ended December 31, 2025 and has applied the disclosure retrospectively for years ended December 31, 2024 and December 31, 2023 for comparative purposes.

See Note 14 below.

Recently Issued Accounting Pronouncements:

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

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

for interim periods beginning after December 15, 2027, with early adoption permitted.

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 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.

Cash and Cash equivalents and Short-term investments

1 unchanged sentence

As of December 31, 2025 and 2024, the Company’s cash and cash equivalents and short-term investments were composed of:

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

December 31, 2025

8 unchanged sentences

Total $ 447,674 $ 130 $ ( 205 ) $ 447,599 $ 447,674 $ 93,548 $ 354,126

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

December 31, 2024

2 unchanged sentences

Money market funds Level 1 151,919 — — 151,919 151,919 151,919 —

Certificate of deposits, notes and term deposits Level 2 153,169 — — 153,169 153,169 3,700 149,469

Certificate of deposits and term deposits Level 2 170,120 — — 170,120 170,120 — 170,120

HTM securities (1)

Treasury bills Level 1 118,618 93 ( 1 ) 118,710 118,618 — 118,618

Government and governmental agencies Level 2 24,940 13 — 24,953 24,940 24,940

Corporate debt securities Level 2 507,368 920 ( 119 ) 508,169 507,368 — 507,368

2 unchanged sentences

(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, $ 15,581 of short-term investments are pledged.

In accordance with ASC No.

5 unchanged sentences

The Company does not believe any remaining unrealized losses represent impairments based on the evaluation of available evidence.

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

Receivables and prepaid expenses

5 unchanged sentences

$ 58,669 $ 35,063

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

Inventories are stated at the lower of cost or net realizable value.

5 unchanged sentences

$ 41,111 $ 35,086

Inventory write-offs of $ 5,677 , $ 756 and $ 681 , respectively, were recorded for the years ended December 31, 2025, 2024 and 2023.

Property and equipment, net

13 unchanged sentences

Write downs of $ 3,141 , $ 205 and $ 10 were identified for the years ended December 31, 2025, 2024 and 2023, respectively.

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

Field equipment, net

5 unchanged sentences

Write downs of $ 1,710 , $ 954 and $ 483 were identified for the years ended December 31, 2025, 2024 and 2023, respectively.

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

Trade payables and other payables, lease liabilities and accrued expenses

a.Trade payables

As of December 31, 2024 and 2023, trade payables include payer overpayments in the amount of $ 40,575 and $ 23,421 , respectively.

As of December 31, 2025 and 2024, trade payables include payer's overpayments in the amount of $ 46,041 and $ 40,575 , respectively.

b.Other payables, lease liabilities and accrued expenses

2 unchanged sentences

Deferred revenues 15,948 14,225

Lease liabilities

Government authorities 8,699 22,811

Lease liabilities and Other

$ 100,997 $ 93,148

8 unchanged sentences

The targeted allocation for these funds is as follows:

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

Asset Allocation by Category as of December 31, 2025:

13 unchanged sentences

Employee contributions 3,551 2,683

Prior service cost — ( 768 )

Benefits paid 30 2,772

48 unchanged sentences

0 % Convertible Senior Notes (a)

$ — $ 568,822

Senior secured credit facility, net (b)

195,047 97,300

$ 195,047 $ 97,300

Convertible Notes

1 unchanged sentence

The net proceeds from the offering were approximately $ 558,400 .

The Notes are senior unsecured obligations of the Company.

The Notes do not bear regular interest, and the principal amount of the Notes will not accrete.

Special interest, if any, payable in accordance with the terms of the Notes will be payable in cash semi-annually in arrears on May 1 and November 1 of each year, beginning on May 1, 2021.

The Notes mature on November 1, 2025, unless earlier repurchased, redeemed or converted.

The Notes are convertible into cash, the Company’s ordinary shares or a combination of cash and the Company’s ordinary shares at the Company’s election at an initial conversion rate of 5.9439 ordinary shares per $1,000 principal amount of the Notes, which is equivalent to an initial conversion price of approximately $ 168.24 per ordinary share.

In January 2021, the Company irrevocably elected to settle all conversions of Notes by a combination of cash and the Company's ordinary shares and that the cash portion per $ 1,000 principal amount of Notes for all conversion settlements shall be $ 1,000 .

Accordingly, from and after the date of the election, upon conversion of any Notes,

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

holders of Notes will receive, with respect to each $ 1,000 principal amount of Notes converted, cash in an amount up to $ 1,000 and the balance of the conversion value, if any, in ordinary shares (the "Conversion Shares").

The Notes are not redeemable prior to November 6, 2023, except in the event of certain tax law changes.

The Company may redeem for cash all or any portion of the Notes, at the Company’s option, on or after November 6, 2023 if the last reported sale price of the Company’s ordinary shares has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.

No sinking fund is provided for the Notes.

Prior to the close of business on the business day immediately preceding August 1, 2025, the Notes are convertible at the option of the holders only upon the satisfaction of certain conditions and during certain periods as described below and if the Company exercises its right to redeem the Notes as permitted or required by the Indenture as described below.

On or after August 1, 2025 until the close of the business on the business day immediately preceding the maturity date, holders may convert all or any portion of their Notes at the conversion rate at any time irrespective of the foregoing conditions.

If holders of at least $ 3,000 aggregate principal amount of the Notes provide the Company with reasonable evidence that the trading price per $ 1,000 principal amount of Notes (the “Note Trading Price”) on any trading day would be less than 98 % of the product of the last reported sale price of the Ordinary Shares on such trading day and the conversion rate on such trading day (the “Trigger Note Price”), the Company shall follow the process for obtaining the Note Trading Price as provided in the Indenture on a daily basis until the Note Trading Price exceeds the Trigger Notice Price.

During this time, if during any five consecutive trading day period (the “Measurement Period”) the Note Trading Price is less than 98 % of the Trigger Notice Price, the Company must notify the holders and the trustee of such an event and the holders may convert their Notes into Ordinary Shares at any time during the five business day period immediately after.

If the Company intends to (i) issue warrants/rights/options to existing shareholders with an exercise price less than the ten-day trailing last trading price average or (ii) distribute to shareholders assets, securities or rights with a value per share greater than 10 % of the last reported trading price, then the Company must give holders of the Notes thirty-five ( 35 ) trading days’ notice of such event, at which time a holder may convert their Notes during such 35 trading day period (or until the Company revokes its decision to issue/distribute the securities, whichever comes sooner).

In addition, upon the occurrence of a fundamental change (as defined in the indenture), holders may require the Company to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date.

In addition, following certain corporate events that occur prior to the maturity date or if the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Notes in connection with such a corporate event or notice of redemption, as the case may be.

The Notes mature on November 1, 2025, unless earlier repurchased, redeemed or converted as set forth in the Notes.

As of December 31, 2024, the conditions allowing holders of the Notes to convert were not met.

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".

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

The net carrying amount of the liability of the Convertible Notes (see note 2(y) for additional information) as of December 31, 2024 and 2023 are as follows:

In November 2025, the Company repaid the remaining $ 560,945 of the outstanding Notes at maturity.

The net carrying amount of the liability of the Convertible Notes as of December 31, 2025 and 2024 are as follows:

Principal amount $ — $ 560,945

4 unchanged sentences

$ — $ 558,160

Long-term liability

$ — $ 568,822

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

(1) An effective interest rate determines the fair value of the Notes, therefore they are categorized as Level 3 in accordance with ASC 820, "Fair Value Measurements and Disclosures." The estimated fair value of the Net carrying amount of liability component of the Notes as of December 31, 2025 and 2024 were $ 0 and $ 526,434 , respectively.

3 unchanged sentences

Amortization of debt issuance costs, included in finance expenses.

(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:

12 unchanged sentences

The Loan Agreement provides for an initial term loan in the principal amount of $ 100.0 million (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 draw $ 100.0 million on the Facility on or before September 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 draw an additional $ 100.0 million 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 $ 575.0 million and (ii) the Notes are extinguished in full and are no longer outstanding.

Under the Loan Agreement, the Borrower was required to draw $ 100.0 million on the Facility on or before September 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 had the option to draw an additional $ 100.0 million 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") were greater than $ 575.0 million and (ii) the Notes were extinguished in full and are no longer outstanding.

Not later than March 31, 2026, the Borrower has the option to draw an additional $ 100.0 million 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

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

pancreatic cancer indication or (ii) Trailing Four Quarters of Net Revenue is greater than $ 625.0 million.

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 $ 625.0 million.

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.

5 unchanged sentences

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 $ 500.0 million, 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.

As of December 31, 2024 the Company had borrowed the Tranche A Loan in the principal amount of $ 100,000 .

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

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.

As of December 31, 2025 the Company had borrowed the Tranche A Loan and the Tranche B Loan in the aggregate principal amount of $ 200,000 .

The Company did not give notice of its intent to borrow the Tranche C Loan.

As a result, the Company no longer has the ability to borrow the Tranche C or Tranche D Loans.

The net carrying amount of the liability of the Facility as of December 31, 2025 and 2024 is as follows:

3 unchanged sentences

(1) An effective interest rate determines the fair value of the Facility, 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 Facility as of December 31, 2024 and December 31, 2023 were $ 112,836 and $ 0 , respectively.

The estimated fair value of the net carrying amount of liability component of the Facility as of December 31, 2025 and 2024 were $ 215,538 and $ 112,836 , respectively.

The net carrying amount of the liability is represented by the principal amount of the Facility, less total issuance costs plus any amortization of issuance costs.

The total issuance costs upon issuance of the Facility were $ 3,078 and are amortized to interest expense using the effective interest rate method over the contractual term of the Facility.

For purposes of calculating the net carrying amount, the annual effective interest rate is assumed to be 12.5 % over the remaining contractual term of the Facility.

The total issuance costs upon issuance of the Facility were $ 6,177 and $ 3,078 as of December 31, 2025 and 2024 and are amortized to interest expense using the effective interest rate method over the contractual term of the Facility.

For purposes of calculating the net carrying amount, the annual effective interest rate as of December 31, 2025 and 2024 were assumed to be 12.0 % and 12.5 %, respectively, over the remaining contractual term of the Facility.

Finance expense related to the Facility was as follows:

5 unchanged sentences

$ 14,220 $ 8,071 $ —

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

Segment reporting

9 unchanged sentences

Since the Company operates as one operating segment, financial segment information, including profit or loss and asset information, can be found in the consolidated financial statements.

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

Commitments and contingent liabilities

1 unchanged sentence

The facilities of the Company are leased under various operating lease agreements for periods ending no later than 2044.

As of December 31, 2024, the Company has additional commitments for an operating lease that will commence in 2025, with lease terms of approximately 20 years.

As of December 31, 2025.

The Company also has the option to extend the term of certain facility lease agreements and these are included in the calculation of right-of-use assets.

4 unchanged sentences

Future minimum lease payments:

2026 $ 12,120

Thereafter 19,874

6 unchanged sentences

Net present value of future minimum lease payments $ 53,306

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

Weighted average of remaining operating lease term (years) 7.10

3 unchanged sentences

As of December 31, 2025 and 2024 the Company pledged bank deposits of $ 5,114 and $ 4,909 , respectively, to cover bank guarantees in respect of its leases of operating facilities and obtained guarantees by the bank for the fulfillment of the Company’s lease commitments of $ 5,554 and $ 5,285 , respectively.

In addition, € 15,000 ($ 15,581 ) of the Company's short term investments are pledged to a bank as guarantee for the Company's due execution of cash concentration agreements.

Zai License and Collaboration Agreement

On September 10, 2018, the Company entered into the Zai Agreement.

Under the Zai Agreement, the Company granted Zai exclusive rights to commercialize the Company's Products in the field of oncology in China, Hong Kong, Macau and Taiwan ("Greater China").

The Zai Agreement also established a development partnership for the Company's Products in multiple solid tumor indications.

On September 10, 2018, the Company entered into a License and Collaboration Agreement (the "Zai Agreement") with Zai Lab (Shanghai) Co., Ltd.

("Zai") to market the Company's Products in China, Hong Kong, Macau and Taiwan ("Greater China").

Under the Zai Agreement, the Company granted Zai exclusive rights to commercialize the Company's Products in the field of oncology in Greater China.

The Zai Agreement also established a development

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

partnership for the Company's Products in multiple solid tumor indications.

In partial consideration for the license grant to Zai for Greater China, the Company was entitled to a non-refundable, up-front license fee in the amount of $ 15,000 (the "License Fee").

2 unchanged sentences

Zai is purchasing licensed products for commercial use exclusively from the Company at the Company’s fully burdened manufacturing cost.

Legal Proceedings

In June 2023, a putative class action lawsuit was filed against the Company, its Executive Chairman and its Chief Executive Officer.

The complaint, later amended to add our Chief Financial Officer as a defendant, purports to be brought on behalf of a class of persons and/or entities who purchased or otherwise acquired ordinary shares of the Company from January 5, 2023 through June 5, 2023, and alleges material misstatements and/or omissions in the Company’s public statements with respect to the results from its Phase 3 LUNAR clinical trial.

The Company believes that the action is without merit and plans to defend the lawsuit vigorously.

As of December 31, 2024, the Company has not accrued any amounts in respect of this claim, as it believes liability is not probable and the amount of any potential liability cannot be reasonably estimated.

Purchase Obligations

As of December 31, 2025, the Company has $ 38,944 in purchase obligations with certain of its suppliers.

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

Revenue recognition

26 unchanged sentences

Deferred revenues (short-term contract liabilities) $ ( 15,948 ) $ ( 14,225 )

During the years ended December 31, 2024, 2023and 2022, the Company recognized $ 16,224 , $ 18,028 and $ 17,762 , respectively, which were included in the deferred revenues (short-term contract liability) balance at January 1, 2024 , 2023 and 2022.

Zai agreement:

The Company recognizes revenue pursuant to the License Agreement with Zai (see note 12) in accordance with ASC 606, "Revenue Recognition from Customers." The License Fee was deferred and recognized over the performance period commencing September 10, 2018 ("Zai Performance Period").

The potential development and regulatory milestones will be included in the transaction price when the Company concludes that achievement of the milestones is probable, and that recognition of revenue related to the milestones will not result in a significant reversal in amounts recognized in future periods, and as such have been excluded from the transaction price until

NovoCure Limited and subsidiaries

1 unchanged sentence

dollars in thousands (except share and per share data)

such probability is achieved.

During the years ended December 31, 2025, 2024 and 2023, the Company recognized $ 14,225 , $ 16,224 and $ 18,028 , respectively, which were included in the deferred revenues (short-term contract liability) balance at January 1, 2025 , 2024 and 2023.

Zai agreement:

The Company recognizes revenue pursuant to the License Agreement with Zai (see Note 12) in accordance with ASC 606, "Revenue Recognition from Customers." The License Fee was deferred and recognized over the performance period commencing September 10, 2018 ("Zai Performance Period").

Revenue from royalty payments are estimated and recognized in accordance with ASC 606.

3 unchanged sentences

Tax provision :

As of January 1, 2022, the effective place of daily management and control of the Company moved to Switzerland and the Company has become a Swiss tax resident.

As a result, the income tax disclosures have been presented in accordance with the Company’s current country of tax residency.

The Company maintains its effective place of daily management and control in Switzerland and is a Swiss tax resident.

As a result, the income tax disclosures have been presented in accordance with the Company’s country of tax residency.

Income (loss) before income taxes is as follows:

8 unchanged sentences

2025 2024 2023

Swiss $ 3,862 $ 2,163 $ 469

Federal $ ( 3,072 ) $ 2,762 $ 1,385

Cantonal (Zug) 516 1,100 778

Non-Swiss 2,533 33,603 13,140

4 unchanged sentences

Total income tax provision $ ( 23 ) $ 37,465 $ 15,303

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

Theoretical tax

2 unchanged sentences

For purposes of comparability, the Company used the Swiss federal statutory rate for the 2025, 2024 and 2023 tax years when presenting the Company's reconciliation of the income tax provision.

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

A reconciliation of the provision for income taxes compared with the amounts at the Swiss rate was:

1 unchanged sentence

2025 2024 2023

Income (loss) before income taxes $ ( 131,162 ) $ ( 191,740 ) $ ( 81,846 )

Swiss federal statutory tax rate 8.5 % 8.5 % 8.5 %

Income taxes at Swiss rate $ ( 11,149 ) $ ( 16,298 ) $ ( 6,957 )

Amount Percent Amount Percent Amount Percent

Swiss federal statutory rate $ ( 11,581 ) 8.5 % $ ( 11,149 ) 8.5 % $ ( 16,298 ) 8.5 %

Swiss cantonal (Zug) and local income taxes, net of federal income tax effect 516 ( 0.38 ) 1,100 ( 0.84 ) 778 ( 0.41 )

Foreign Tax Effects:

United States

Change in valuation allowance ( 32,228 ) 23.65 ( 5,046 ) 3.85 ( 31,218 ) 16.28

Unamortized intangible assets ( 1,240,745 ) — —

Foreign taxes rate differential 16,077 10,620 25,716

Statutory tax rate difference 11,439 ( 8.4 ) 11,468 ( 8.74 ) 16,906 ( 8.82 )

State Income Taxes (1) 2,075 ( 1.52 ) 7,338 ( 5.59 ) 4,043 ( 2.11 )

Share based compensation 1,763 ( 1.29 ) 3,439 ( 2.62 ) 2,178 ( 1.14 )

Foreign-Derived Intangible Income ("FDII") 886 ( 0.65 ) — — — —

Research and development credits — — 1,856 ( 1.42 ) 6,474 ( 3.38 )

Effect of tax law change 647 6 5,681

Withholding Taxes 350 435 548

Return to provision true-ups ( 31 ) 10,854 ( 1,020 )

Other 542 ( 0.4 ) ( 345 ) 0.26 ( 392 ) 0.2

Income tax expenses $ 37,465 $ 15,303 $ 10,688

Change in valuation allowance 4,314 ( 3.17 ) 1,443 ( 1.1 ) 2,466 ( 1.29 )

Statutory tax rate difference 606 ( 0.44 ) 508 ( 0.39 ) 662 ( 0.35 )

Tax Effects of the Encouragement of Capital Investments Law

— — 729 ( 0.56 ) — —

Other 989 ( 0.73 ) ( 67 ) 0.05 1,076 ( 0.56 )

Share based compensation — — 671 ( 0.51 ) — —

Statutory tax rate difference 798 ( 0.59 ) 1,621 ( 1.24 ) 1,421 ( 0.74 )

Change in valuation allowance 621 ( 0.46 ) 829 ( 0.63 ) ( 857 ) 0.45

Other ( 5 ) — 15 ( 0.01 ) 95 ( 0.05 )

France 663 ( 0.49 ) 650 0.5 210 ( 0.11 )

Other foreign jurisdictions 4,188 ( 3.07 ) 2,541 ( 1.94 ) 2,867 ( 1.5 )

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

Effect of Changes in Tax Laws or Rates Enacted in the Current Period — — — — — —

Effect of Cross-Border Tax Laws ( 32 ) 0.02 ( 30 ) 0.02 ( 37 ) 0.02

Tax Credits — — — — — —

Changes in Valuation Allowances 14,654 ( 10.77 ) 20,483 ( 15.62 ) 24,812 ( 12.91 )

Nontaxable or Nondeductible Items — — — — — —

Changes in Unrecognized Tax Benefits 1 — 1 — — —

Other Adjustments ( 232 ) 0.17 ( 590 ) 0.45 117 ( 0.06 )

Effective Tax Rate $ ( 23 ) ( 0.02 ) % $ 37,465 ( 27.58 ) % $ 15,303 ( 7.98 ) %

(1) Primarily California, Florida, Indiana, New Hampshire, Pennsylvania and Wisconsin.

Deferred income tax

8 unchanged sentences

Capitalized research and development $ — $ 4,036

Research and development credits $ 1,613 $ 1,615

Research and development $ 2,047 $ 1,613

Other temporary differences $ 9,053 $ 7,823

8 unchanged sentences

Net deferred taxes assets (liability) $ — $ —

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

(1) The Company recorded an increase in the deferred tax asset related to unamortized intangible assets in the amount of $ 187,438 .

3 unchanged sentences

The net change in the total valuation allowance for the years ended December 31, 2025 and 2024 were 196,694 and 1,261,855 , respectively.

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

Swiss income taxes and non-Swiss withholding taxes associated with the repatriation of earnings or for other temporary differences related to investments in non-Swiss subsidiaries have not been provided for, as the Company intends to reinvest the earnings of such subsidiaries indefinitely.

If these earnings were distributed to Switzerland in the form of dividends or otherwise, or if the shares of the relevant non-Swiss subsidiaries were sold or otherwise transferred, the Company may be subject to additional Swiss income taxes and non-Swiss withholding taxes.

As of December 31, 2025, the amount of unrecognized deferred income tax liability related to these earnings is estimated to be approximately $ 1,300 .

Carryforward loss:

10 unchanged sentences

During the years ended December 31, 2025, 2024 and 2023, the Company accrued $ 1 , $ 0 and $ 2 , respectively, for interest and penalties expenses related to uncertain tax positions.

The Company files income tax returns in the Switzerland and various foreign jurisdictions.

Currently, the Company is under examination by the tax authorities in Israel for the tax years 2019 and 2021 and is not under examination by any other tax authority.

The Company files income tax returns in Switzerland and various foreign jurisdictions.

Currently, the Company is under examination by the tax authorities in Israel and Germany and is not under examination by any other tax authority.

Additional tax years within the period from 2019 to 2024 remain subject to examination by the various tax authorities.

Supplemental Cash Flow Information :

The following table presents the income taxes paid (net of refunds received) for the years ended December 31, 2025, 2024 and 2023:

2025 2024 2023

Switzerland :

Federal $ 1,087 $ — $ —

Cantonal (Zug) $ 637 $ — $ —

Foreign countries:

United States $ 12,809 $ 16,453 $ 7,413

Luxembourg $ 6,953 $ — $ —

Israel $ 5,470 $ 4,945 $ 4,289

Other foreign countries $ 3,717 $ 2,065 $ 1,963

Total income taxes paid (net of refunds received) $ 30,673 $ 23,463 $ 13,665

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

Share capital

12 unchanged sentences

As of December 31, 2025, no ordinary shares were available for grant under the 2015 Plan (see below).

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

In April 2024, the Company adopted the 2024 Omnibus Incentive Plan (the "2024 Plan"), which replaced the 2015 Plan, effective June 5, 2024 (the "Effective Date") following approval from the Company's shareholders.

14 unchanged sentences

As of December 31, 2025, 6,228,393 ordinary shares are available for offering under the ESPP.

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

The following tables sets forth the parameters used in computation of the options and ESPP compensation to employees for the years ended December 31, 2025, 2024 and 2023:

15 unchanged sentences

A summary of the status of the Company’s options to purchase ordinary shares as of December 31, 2025 and changes during the year ended on that date is presented below:

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

Year ended December 31, 2025

11 unchanged sentences

Vested ( 3,267,379 ) 24.82

RSUs withheld for tax liabilities

( 11,868 ) 21.79

Forfeited and cancelled ( 1,255,375 ) 31.23

1 unchanged sentence

(1) Includes PSUs that have a mix of service, market and other milestone performance vesting conditions which are vested upon achievements of market and performance conditions which are not probable, as of December 31, 2025, in accordance with ASC 718 as follows:

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

December 31, 2025

9 unchanged sentences

The total equity-based compensation expense related to all of the Company’s equity incentive plans recognized for the years ended December 31, 2025, 2024 and 2023, was comprised as follows:

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

Year ended December 31,

13 unchanged sentences

The aggregate intrinsic value is calculated as the difference between the per share exercise price and the deemed fair value of the Company’s ordinary shares for each share subject to an option multiplied by the number of shares subject to options at the date of exercise.

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

Options outstanding as of December 31, 2025 are as follows:

17 unchanged sentences

10,827,353 5.14 7,023,057 3.43

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

Financial (expenses) income, net

4 unchanged sentences

Interest expense $ ( 13,406 ) $ ( 7,714 ) $ ( 6 )

Revolving credit facility fee — ( 58 ) ( 558 )

Amortization of discount, issuance costs and Gain from redemption of Notes

12 unchanged sentences

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, convertible notes and the ESPP) considered outstanding during the period, in accordance with ASC 260-10, as determined under the treasury stock method.

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

The following table sets forth the computation of the Company’s basic and diluted net loss per ordinary share:

15 unchanged sentences

$ ( 1.22 ) $ ( 1.56 ) $ ( 1.95 )

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

Supplemental information

10 unchanged sentences

The Company incurred restructuring costs (including severance pay, garden leave payments, etc.) for the years ended December 31, 2025, 2024 and 2023, as follows:

NovoCure Limited and subsidiaries

Notes to consolidated financial statements

dollars in thousands (except share and per share data)

Year ended December 31,

10 unchanged sentences

These restructuring costs were further offset by forfeited equity-based compensation expense reversals for the years ended December 31, 2025, 2024 and 2023 in the amount of $ 0 , $ 1,991 and $ 9,313 , respectively, which relate to the terminated employees' exits from the Company’s equity incentive plan.

Subsequent Event

Optune Pax Approval

On February 11, 2026, the U.S.

Food and Drug Administration approved Optune Pax for for the treatment of adult patients with locally advanced pancreatic cancer concomitant with gemcitabine and nab-paclitaxel.

As a result of this approval, the Company expects to expense approximately $ 43,406 related to the vesting of 901,284 PSUs granted in March 2020 to an executive officer that are not expected to be distributed.

See Note 15 above.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data