What changed in this filing

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Item 1. Financial Statements

2026-04-30 compared with 2025-10-30 · 79 added, 148 removed, 348 unchanged (39% of the section changed)

3 unchanged sentences

dollars in thousands (except share data)

September 30,

2026 December 31, 2025

19 unchanged sentences

dollars in thousands (except share data)

September 30,

2026 December 31, 2025

2 unchanged sentences

CURRENT LIABILITIES:

Convertible note

$ 560,620 $ 558,160

Trade payables 127,239 122,231

6 unchanged sentences

Employee benefit liabilities 4,691 3,938

Other long-term liabilities 19 18

Total long-term liabilities 239,631 240,632

5 unchanged sentences

issued and outstanding:

111,979,981 shares and 108,516,819 shares at September 30, 2025 (unaudited) and December 31, 2024, respectively

115,820,940 shares and 112,492,667 shares at March 31, 2026 (unaudited) and December 31, 2025, respectively

Additional paid-in capital 1,697,107 1,634,264

7 unchanged sentences

dollars in thousands (except share and per share data)

Three months ended September 30, Nine months ended September 30, Year ended December 31,

Three months ended March 31, Year ended December 31,

2026 2025 2025

Unaudited Unaudited Audited

Unaudited Audited

Net revenues $ 174,055 $ 154,994 $ 655,353

16 unchanged sentences

dollars in thousands

Three months ended September 30, Nine months ended September 30, Year ended December 31,

Three months ended March 31, Year ended December 31,

2026 2025 2025

Unaudited Unaudited Audited

Unaudited Audited

Net income (loss) $ ( 71,138 ) $ ( 34,319 ) $ ( 136,227 )

15 unchanged sentences

Exercise of options and vested RSUs 3,328,273 390 — — 390

Tax payment related to net share settlement on equity awards ( 556 ) ( 556 )

Other comprehensive income (loss), net of tax benefit of $ 0

2 unchanged sentences

Balance as of March 31, 2026 (Unaudited) 115,820,940 $ 1,697,107 $ ( 4,895 ) $ ( 1,361,495 ) $ 330,717

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

Ordinary shares Additional

10 unchanged sentences

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 — 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.

2 unchanged sentences

dollars in thousands

Three months ended September 30, Nine months ended September 30, Year ended December 31,

Three months ended March 31, Year ended December 31,

2026 2025 2025

Unaudited Unaudited Audited

Unaudited Audited

Cash flows from operating activities:

22 unchanged sentences

Proceeds from senior secured credit facility, net

99,979 — 99,979 96,922 96,922

Repayment and redemption of long-term debt

— — ( 560,945 )

Tax payments related to net settlements on equity awards ( 556 ) — ( 146 )

Exercise of options 390 5,247 6,113

3 unchanged sentences

Cash, cash equivalents and restricted cash at the beginning of the period 103,390 166,094 166,094

NOVOCURE LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

dollars in thousands

Cash, cash equivalents and restricted cash at the end of the period $ 97,324 $ 129,431 $ 103,390

3 unchanged sentences

Interest paid $ 4,961 $ 2,645 $ 13,406

NOVOCURE LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

dollars in thousands

Reconciliation of cash, cash equivalents and restricted cash:

23 unchanged sentences

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, 2025 (the "2025 10-K") filed with the Securities and Exchange Commission on February 26, 2026.

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.

The significant accounting policies applied in the audited annual consolidated financial statements of the Company as disclosed in the 2025 10-K are applied consistently in these unaudited interim consolidated financial statements except for the adoption of ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

"Measurement of Credit Losses for Accounts Receivable and Contract Assets”, see below.

Concentration Risks.

6 unchanged sentences

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.

Recently adopted accounting pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

5 unchanged sentences

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.

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.

The Company adopted ASU 2025-05 on January 1, 2026, on a prospective basis, and elected the practical expedient provided by ASU 2025-05.

Under this expedient, the Company assumes that economic conditions as of the balance sheet date remain unchanged for the

remaining life of all current accounts receivable and current contract assets arising from transactions under ASC 606.

The Company continues to estimate expected credit losses for non-current receivables and contract assets in accordance with ASC 326.

The adoption of ASU 2025-05 did not have any material impact on the consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) - Targeted Improvements to the Accounting for Internal-Use Software.

The ASU was updated to consider different methods of software development and requires internal use software costs to be capitalized when management has authorized and committed to funding the software project and when significant uncertainty associated with the development of the software has been resolved.

The amendments in this ASU are required to be adopted for annual and interim reporting periods beginning after December 15, 2027 (the year ending December 31, 2028, for the Company), with early adoption permitted, and may be applied either through a prospective, retrospective or a modified transition approach.

The Company is currently evaluating the effect of adopting the ASU on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements, which clarifies interim disclosure requirements and the applicability of Topic 270.

This update will be effective beginning after December 15, 2027.

The Company is currently evaluating the impact that adoption of ASU 2025-11 will have on its consolidated financial statements.

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

As of March 31, 2026 and December 31, 2025, the Company’s cash and cash equivalents and short-term investments were composed of:

March 31, 2026

Fair value level Adjusted cost basis Unrealized gains Unrealized losses Fair market value Recorded basis Cash and cash equivalents Short-term investments

14 unchanged sentences

Treasury bills Level 1 $ 54,096 $ 48 $ — 54,144 54,096 $ — $ 54,096

Government and governmental agencies Level 2 $ — $ — $ — — — $ — $ —

Corporate debt securities Level 2 $ 294,777 $ 82 $ ( 205 ) 294,654 294,777 $ 9,920 $ 284,857

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 agreement, $ 17,605 of short-term investments are pledged.

In accordance with ASC 820, "Fair Value Measurements and Disclosures," the Company measures its money market funds at fair value.

1 unchanged sentence

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.

As of March 31, 2026 and December 31, 2025, all investments mature in one year or less.

Unrealized losses from debt securities are primarily attributable to changes in interest rates.

2 unchanged sentences

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,

As of March 31, 2026 and December 31, 2025, the Company’s inventories were composed of:

2026 December 31,

9 unchanged sentences

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.

As of March 31, 2026 and December 31, 2025, the Company pledged bank deposits of $ 5,791 and $ 5,114 , 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 $ 6,233 and $ 5,554 , respectively.

LONG-TERM DEBT, NET

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".

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,

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,

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

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.

("Borrower"), a wholly-owned subsidiary of the Company, entered into a 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 could 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

after the Company gives the respective notice of its intent to draw.

Under the Loan Agreement, the Borrower was required to draw $ 100,000 on the Facility on or before September 30, 2025 (the "Tranche B Loan"), which was drawn down on that date.

Not later than December 31, 2025, the Borrower had the option to draw an additional $ 100,000 of the Facility (the "Tranche C Loan").

In addition, not later than March 31, 2026, the Borrower had the option to draw an additional $ 100,000 of the Facility (the "Tranche D Loan").

As of March 31, 2026, the Company has borrowed the Tranche A Loan and the Tranche B Loan in the aggregate principal amount of $ 200,000 .

The Company did not 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 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.

Outstanding term loans under the Loan Agreement will bear interest at an annual rate equal to 6.25 % plus the three-months 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 paid 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.

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.

2 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 $ 500,000 , 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,

2026 December 31,

5 unchanged sentences

(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 estimated fair value of the net carrying amount of liability component of the Notes as of March 31, 2026 and December 31, 2025 were $ 209,613 and $ 215,538 , 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 $ 6,177 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.

purposes of calculating the net carrying amount, the annual effective interest rate is assumed to be 11.6 % 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,

2025 2024 2025 2024

Unaudited Unaudited Audited

Three months ended March 31, Year ended December 31,

Unaudited Audited

4,956 2,640 13,374

Amortization of debt issuance costs

129 187 438 227 378

Total finance expense recognized

2 unchanged sentences

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,

Three months ended March 31, Year ended December 31,

2026 2025 2025

11 unchanged sentences

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,

Three months ended March 31, Year ended December 31,

2026 2025 2025

5 unchanged sentences

The following table provides information about trade receivables, unbilled receivables and contract liabilities from contracts with customers:

September 30,

2026 December 31,

3 unchanged sentences

Deferred revenues (short-term contract liabilities) $ ( 15,912 ) $ ( 15,948 )

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.

During the three months ended March 31, 2026 and 2025 and the year ended December 31, 2025 the Company recognized $ 15,948 , $ 14,225 and $ 14,225 , respectively, which were included in the deferred revenues (short-term contract liability) balance at January 1, 2026 and 2025.

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

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.

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) 8,566,982 ordinary shares plus (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.

3 unchanged sentences

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

As of March 31, 2026, 2,879,680 ordinary shares were available for grant under the 2024 Plan.

A summary of the status of the Company’s option plans as of March 31, 2026 and changes during the period then ended is presented below:

Three months ended March 31, 2026

of options Weighted

3 unchanged sentences

Forfeited and canceled ( 561,212 ) 22.45

Outstanding as of September 30, 2025 10,994,102 $ 29.84

Outstanding as of March 31, 2026 11,088,531 $ 29.08

Exercisable options 7,527,349 $ 34.11

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

A summary of the status of the Company’s RSUs and PSUs as of March 31, 2026 and changes during the period then ended is presented below.

Three months ended March 31, 2026

of RSU/PSUs Weighted

3 unchanged sentences

Vested ( 3,293,726 ) 23.02

RSUs withheld for tax liabilities

( 40,950 ) 31.25

Forfeited and cancelled ( 2,032,184 ) 47.43

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:

September 30, 2025

Unvested as of March 31, 2026 (1) 12,627,867 16.13

(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 March 31, 2026, in accordance with ASC 718 "Compensation - Stock Compensation" as follows:

March 31, 2026

PSUs Fair value at grant date per PSU Total fair value at grant date

4 unchanged sentences

1,912,212 $ 29,709

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.

2 unchanged sentences

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.

The total number of shares of the Company’s ordinary shares that may be issued under the ESPP is 6,366,651 shares.

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.

As of March 31, 2026, 6,228,393 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.

1 unchanged sentence

The Company assessed fair value using the following underlying assumptions:

Nine months ended September 30, Year ended December 31,

Three months ended March 31, Year ended December 31,

Unaudited Audited

3 unchanged sentences

Risk-free interest rate 3.68 % 4.01 % 4.01 %- 4.02 %

3.88 %- 4.43 %

Dividend yield 0.00 % 0.00 % 0.00 %

2 unchanged sentences

Risk-free interest rate 3.52 % 4.16 % 4.16 %- 4.20 %

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:

Three months ended September 30, Nine months ended September 30, Year ended December 31,

2025 2024 2025 2024

Unaudited Unaudited Audited

The total non-cash share-based compensation expense related to all of the Company’s equity-based awards recognized for the three months ended March 31, 2026 and 2025, and the year ended December 31, 2025 was:

Three months ended March 31, Year ended December 31,

Unaudited Audited

Cost of revenues $ 599 $ 1,102 $ 3,627

2 unchanged sentences

General and administrative (1)

54,087 13,732 48,546

Total share-based compensation expense $ 63,009 $ 29,552 $ 104,832

(1) On February 11, 2026, the U.S.

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

As a result of this approval,we expensed approximately $ 43,406 related to the vesting of 901,284 PSUs granted in March 2020 to an executive officer that were not distributed and were forfeited and cancelled (see RSU/PSU summary table above).

Basic and diluted net income (loss) per ordinary share

2 unchanged sentences

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,

2025 2024 2025 2024

Unaudited Unaudited Audited

Three months ended March 31, Year ended December 31,

Unaudited Audited

Net income (loss) attributable to ordinary shares as reported used in computing basic and diluted net income (loss) per share $ ( 71,138 ) $ ( 34,319 ) $ ( 136,227 )

10 unchanged sentences

The following table presents long-lived assets by location:

September 30,

2026 December 31,

6 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements