What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-04-30 compared with 2025-10-30 · 134 added, 174 removed, 169 unchanged (65% of the section changed)

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Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide information to assist you in better understanding and evaluating our financial condition and results of operations.

We encourage you to read this MD&A in conjunction with our unaudited consolidated financial statements and the notes thereto for the period ended September 30, 2025 included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

We encourage you to read this MD&A in conjunction with our unaudited consolidated financial statements and the notes thereto for the period ended March 31, 2026 included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

This discussion contains forward-looking statements that involve risks and uncertainties.

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There were no other material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our 2025 10-K.

We are a global oncology company with a proprietary platform technology called Tumor Treating Fields ("TTFields"), which are electric fields that exert physical forces to kill cancer cells via a variety of mechanisms.

Our key priorities are to drive commercial adoption of Optune Gio ® and Optune Lua ® , our commercial TTFields therapy devices, and to advance clinical and product development programs intended to extend overall survival in some of the most aggressive forms of cancer.

Our therapy is delivered through a medical device and we continue to advance our Products with the intention to extend survival and maintain quality of life for patients.

We are a global oncology company with a proprietary platform technology called Tumor Treating Fields ("TTFields"), which are electric fields that exert physical forces to kill cancer cells.

Our therapy is delivered through a medical device.

Our key priorities are to drive commercial adoption of Optune Gio ® , Optune Lua ® , and Optune Pax ® , our commercial TTFields therapy devices, obtain regulatory approval to market TTFields therapy devices in new indications, such as brain metastases from non-small cell lung cancer ("NSCLC"), and to advance clinical and product development programs intended to extend overall survival in some of the most aggressive forms of cancer.

Optune Gio is approved by the U.S.

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We also have a CE certificate to market Optune Gio for the treatment of GBM in the European Union ("EU"), as well as approval or local registration in the United Kingdom ("UK"), Japan, Canada and certain other countries.

Optune Lua is approved by the FDA under the PMA pathway for the treatment of adult patients with metastatic non-small cell lung cancer ("NSCLC") concurrent with PD-1/PD-L1 inhibitors or docetaxel following progression on or after a platinum-based regimen.

We also have a CE certificate to market Optune Lua concurrent with PD-1/PD-L1 inhibitors or docetaxel following progression on or after a platinum-based regimen for the treatment of metastatic NSCLC in the EU and have launched in Germany.

In addition, we received regulatory approval for Optune Lua for the treatment of adult patients with unresectable advanced/recurrent NSCLC concurrent with PD-1/PD-L1 inhibitors following progression on or after a platinum-based regimen in Japan.

Optune Lua is approved by the FDA under the PMA pathway for the treatment of adult patients with metastatic NSCLC concurrent with PD-1/PD-L1 inhibitors or docetaxel following progression on or after a platinum-based regimen.

In addition, we received regulatory approval in Japan for the use of Optune Lua for the treatment of adult patients with unresectable advanced/recurrent NSCLC concurrent with PD-1/PD-L1 inhibitors following progression on or after a platinum-based regimen.

Optune Lua is also approved by the FDA under the Humanitarian Device Exemption ("HDE") pathway for the treatment of adult patients with malignant pleural mesothelioma or pleural mesothelioma (together, "MPM") together with standard chemotherapies.

We have also received CE certification in the EU and approval or local registration to market Optune Lua in certain other countries for the treatment of MPM.

We market Optune Gio and Optune Lua in multiple countries around the globe with the majority of our revenues coming from the use of Optune Gio in the U.S., Germany, France and Japan.

In August, we announced coverage of TTFields therapy for the treatment of patients with newly diagnosed GBM in Spain.

We are actively evaluating opportunities to expand our international footprint.

We are actively pursuing coverage policies with payers to expand access to Optune Lua for patients with NSCLC and MPM and in the meantime we will bill and seek reimbursement from payers on an individual case basis, as applicable.

In May, we presented positive results from the phase 3 PANOVA-3 clinical trial ("PANOVA-3") evaluating the use of TTFields therapy with gemcitabine and nab-paclitaxel ("GnP") for locally advanced, unresectable pancreatic adenocarcinoma at the 2025 American Society of Clinical Oncology Annual Meeting.

Patients treated with TTFields therapy concomitantly with GnP exhibited a median overall survival of 16.2 months compared to 14.2 months in the control arm.

Patients treated with TTFields therapy concomitantly with GnP also demonstrated greater median pain-free survival of 15.2 months compared to 9.1 months in the control arm.

In July, we presented additional quality of life data at the 2025 European Society for Medical Oncology Gastrointestinal Cancers Congress.

Patients treated with TTFields therapy concomitantly with GnP exhibited statistically significant improvements across numerous quality of life measures including, but not limited to, time to deterioration in global health status, delay in time to deterioration due to pain and delay in time to deterioration due to pancreatic pain.

In May, the full results of the PANOVA-3 trial were published in the Journal of Clinical Oncology.

In August, we filed a PMA application with the FDA seeking approval for the use of TTFields therapy together with GnP for the treatment of locally advanced, unresectable pancreatic cancer under the brand name Optune Pax ® .

We have also have a CE certificate in the EU and approval or local registration to market Optune Lua for the treatment of MPM in certain other countries.

Optune Pax is approved by the FDA under the PMA pathway for the treatment of adult patients with locally advanced pancreatic cancer concurrent with gemcitabine and nab-paclitaxel.

We have submitted regulatory applications required to market Optune Pax in the EU and Japan.

We market our Products in multiple countries around the globe with the majority of our revenues coming from the use of Optune Gio in the U.S., Germany, France and Japan.

We are actively evaluating opportunities to expand access to Optune Gio, Optune Lua and Optune Pax in additional international markets.

We have established coverage policies with both public and private payers for the use of Optune Gio in our active markets.

In March, we announced the approval of a national reimbursement coverage policy in Japan for the use of Optune Lua for the treatment of NSCLC.

We are actively pursuing coverage policies with payers to expand access to Optune Lua and Optune Pax and in the meantime we will bill and seek reimbursement from payers on an individual case basis, as applicable.

In September 2025, we presented final data from the Phase 3 METIS clinical trial evaluating the use of TTFields therapy and best supportive care for the treatment of adult patients (n=298) with 1-10 brain metastases from NSCLC following stereotactic radiosurgery ("METIS") at the 2025 American Society for Radiation Oncology Annual Meeting.

The METIS trial met its primary endpoint, demonstrating a statistically significant improvement in time to intracranial progression for patients treated with TTFields therapy and supportive care compared to patients treated with supportive care alone.

Patients treated with TTFields therapy and supportive care exhibited a risk reduction of 28% (HR 0.72, p=0.044), with median time to intracranial progression of 15.0 months compared to 7.5 months in patients treated with supportive care alone.

Intracranial progression rates at months 2, 6, 12, and 24 were 13.6% vs 22.1% (p=0.034), 33.7% vs 46.4% (p=0.018), 46.9% vs 59.4% (p=0.023), and 53.6% vs.

65.2% (p=0.031;

post hoc), respectively.

Our modular PMA shell for the METIS application has been approved by the FDA and we have filed the first two of three modules under the brand name Optune Mya ® .

We have received questions from the FDA regarding our second module and are prepared to file the third and final module once those questions are resolved.

We anticipate filing the third module before the end of 2025;

however, we cannot assure that the FDA will accept the filing before the end of 2025.

In December 2025, we submitted the final module of our PMA application with the FDA seeking approval for the use of TTFields therapy for the treatment of brain metastases from NSCLC under the brand name Optune Mya ® .

In March, we announced topline results from the Phase 2 PANOVA-4 clinical trial ("PANOVA-4") evaluating the use of TTFields therapy together with atezolizumab, gemcitabine and nab-paclitaxel (collectively, "systemic therapies") for the treatment of metastatic pancreatic cancer.

PANOVA-4 met its pre-specified primary endpoint, achieving a statistically significant improvement in disease control rate (DCR) compared to the DCR reported in the Phase 3 MPACT study used as the historical control.

Patients in PANOVA-4 achieved a DCR of 74% compared 48% in patients receiving gemcitabine and nab-paclitaxel alone (N=431) in the MPACT trial (difference = 26.4%, 1-sided p-value < 0.001).

Secondary endpoint analyses for overall survival (OS) and objective response rate (ORR) were also completed, with PANOVA-4 patients exhibiting a median OS of 9.7 months and ORR of 34.6% (95% CI, 24.2% - 46.2%).

Median duration of treatment with TTFields therapy was 25.6 weeks and six cycles of systemic therapies.

TTFields therapy was well-tolerated and device related safety was consistent with prior clinical studies.

We believe the physical mechanisms of action behind TTFields therapy may be broadly applicable to solid tumor cancers.

We have several ongoing clinical trials which further explore the use of TTFields therapy in these solid tumor cancers, including the Phase 3 TRIDENT and KEYNOTE D58 trials in GBM, the Phase 3 LUNAR-2 trial in NSCLC, and the Phase 2 PANOVA-4 trial in pancreatic cancer.

We anticipate expanding our clinical pipeline over time to study the safety and efficacy of TTFields therapy for additional solid tumor indications and for use together with other cancer treatment modalities.

In August, we terminated the Phase 2 LUNAR-4 trial.

LUNAR-4 was a phase 2, single arm, open-label, multinational evaluating the use of TTFields concomitant with pembrolizumab for the treatment of metastatic NSCLC in patients previously treated with a PD-1/PD-L1 inhibitor and platinum-based chemotherapy.

The availability of real-world evidence will enable Novocure to achieve the objectives of LUNAR-4 without the need for an interventional clinical study.

This decision was not related to any safety concerns.

We anticipate expanding our clinical pipeline over time to study the safety and efficacy of TTFields therapy for our existing and additional solid tumor indications and for use together with other cancer treatment modalities.

The table below presents the current status of the ongoing clinical trials in our pipeline and anticipated timing of data.

We are exploring options to modify our LUNAR-2 trial design with the goals of compressing the timeline to completion and significantly reducing costs.

We anticipate engaging with regulators regarding potential protocol revisions in the coming months.

We have several product development programs underway that are designed to optimize the delivery of TTFields to the target tumor and enhance patient ease of use.

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("Zai") a license to commercialize our Products in China, Hong Kong, Macau and Taiwan ("Greater China") under a License and Collaboration Agreement (the "Zai Agreement").

The Zai Agreement also establishes a development partnership intended to accelerate the development of TTFields therapy in multiple solid tumor cancer indications.

For additional information, see Note 13 to the Consolidated Financial Statements.

The Zai Agreement also establishes a development partnership intended to accelerate the development of TTFields

therapy in multiple solid tumor cancer indications.

For additional information, see Note 13 to the Annual Consolidated Financial Statements.

We view our operations and manage our business in one operating segment.

For the three and nine months ended September 30, 2025, our net revenues were $167.2 million and $481.0 million.

Our net loss for the three and nine months ended September 30, 2025 was $37.3 million and $111.7 million.

As of September 30, 2025, we had an accumulated deficit of $1,265.9 million.

For the three months ended March 31, 2026, our net revenues were $174.1 million.

Our net loss for the three months ended March 31, 2026 was $71.1 million.

As of March 31, 2026, we had an accumulated deficit of $1,361.5 million.

Impact of Current Events

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Our supply chain teams have increased stock levels to mitigate distribution and service risks from our suppliers in Israel, some of whom are single-source suppliers.

Pursuant to our policy to seek and maintain second-source suppliers wherever possible, we are in the process of obtaining second-source suppliers outside of Israel;

Pursuant to our policy to seek and maintain second-source suppliers wherever possible, we are in the process of obtaining second-source suppliers outside of Israel when feasible;

however we can provide no assurance that we will secure or maintain such suppliers on a timely basis.

Where second-sources suppliers are not reasonably available, we maintain increased inventories to reduce risk.

We do not believe the current escalation of hostilities with Iran will have an incremental impact.

Recent Changes to U.S.

Throughout 2025, the U.S.

has increased tariff rates on imported goods from numerous countries.

Throughout 2025 and 2026, the U.S.

has increased or threatened to increase tariff rates on imported goods from numerous countries.

The manufacturing of our Products and associated accessories is fully outsourced to third parties across multiple countries.

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As an example, we are in the final steps of adding production capacity in Mexico and Ireland.

This also helps us now to provide optionality around supply routes to optimize our cost structure, including the emerging tariff landscape.

Our current analysis of the global tariff environment leads us to estimate that import duties related to these new tariff rates could increase by approximately $5 million in 2025.

The global tariff environment is changing rapidly, and we cannot be assured that we will not ultimately be negatively impacted further by these changes.

Government Shutdown

As of the date of this report, the U.S.

Congress has failed to agree on a budget or appropriation legislation to fund the federal government’s operations (also known as a government shutdown).

As a result, federal agencies, including the FDA, have placed workers on furlough and scaled back their operations.

It is possible that a prolonged shutdown will cause delays with respect to the FDA's review and approval of our Optune Pax and Optune Mya PMA applications, as well as with respect to reviews and other actions by the FDA and other federal agencies that impact our business.

In addition to delays at the FDA, we could be impacted by delays in claims processing by the Centers for Medicare & Medicaid Services, which could delay our receipt of Medicare reimbursements.

This also helps us provide optionality around supply routes to optimize our cost structure, including the emerging tariff landscape.

Our current analysis of the global tariff environment leads us to believe there should not be a material impact to gross margins in the short-term and we are actively working to mitigate any potential impacts in the medium to long-term.

We are also actively pursuing refunds of tariffs we paid under the International Emergency Economic Powers Act ("IEEPA") following the February 2026 U.S.

Supreme Court ruling that IEEPA does not authorize tariffs.

We believe that we are entitled to recovery of amounts paid;

however we cannot be assured that we will be able to collect the full amount or when any recoveries will occur.

We anticipate continued volatility in the global tariff environment through 2026 and we cannot be assured that we will not ultimately be negatively impacted further by these changes.

Commentary on Results of Operations

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Our operating expenses consist of research, development and clinical studies, sales and marketing and general and administrative expenses.

Personnel costs are a significant component for each category of operating expenses and consist of wages, benefits and bonuses.

Personnel costs are a significant component for each category

of operating expenses and consist of wages, benefits and bonuses.

Personnel costs also include share-based compensation.

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Results of Operations

The following discussion provides an analysis of our results of operations and reasons for material changes therein for the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024.

The following discussion provides an analysis of our results of operations and reasons for material changes therein for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.

The tables contained in this section report U.S.

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The following table sets forth our consolidated statements of operations data:

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

Unaudited Unaudited

Three months ended March 31,

Net revenues $ 174,055 $ 154,994

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Weighted average number of ordinary shares used in computing basic and diluted net income (loss) per share 114,149,838 110,281,832

As a result of FDA approval of Optune Pax during the quarter, we incurred a non-cash general and administrative expense of approximately $43,406 related to 901,284 PSUs granted in March 2020 to an executive officer that were

expensed for U.S.

GAAP purposes, but not actually converted to Ordinary Shares and distributed to the executive officer.

These PSUs are now cancelled.

The following table details the share-based compensation expense included in costs and expenses:

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

Unaudited Unaudited

Three months ended March 31,

Cost of revenues $ 599 $ 1,102

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An "active patient" is a patient who is receiving treatment under a commercial prescription order as of the measurement date, including patients who may be on a temporary break from treatment and who plan to resume treatment in less than 60 days.

Prescriptions are a leading indicator of demand.

A "prescription received" is a commercial order for Optune Gio or Optune Lua that is received from a physician certified to treat patients with our Products for a patient not previously on Optune Gio or Optune Lua.

Orders to renew or extend treatment are not included in this total.

The following table includes certain commercial operating statistics for and as of the end of the periods presented.

September 30,

Optune Gio Optune Lua Total Optune Gio Optune Lua Total

Optune Gio Optune Lua Optune Pax Total Optune Gio Optune Lua Optune Pax Total

Active patients at period end

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4,543 165 83 4,791 4,162 106 — 4,268

Three months ended September 30,

Optune Gio Optune Lua Total Optune Gio Optune Lua Total

Prescriptions received in period (2)

United States 954 104 1,058 927 7 934

International markets:

Germany 227 24 251 211 6 217

France 191 — 191 171 — 171

Japan 130 — 130 99 — 99

Other international 173 2 175 160 5 165

International markets - Total 721 26 747 641 11 652

1,675 130 1,805 1,568 18 1,586

Nine months ended September 30,

Optune GIo Optune Lua Total Optune Gio Optune Lua Total

Prescriptions are an indicator of new indication adoption during the first year of product launch.

As such, we are no longer reporting new prescriptions received in indications which have been commercially available for more than

one year (GBM, NSCLC, MPM).

Prescriptions received for the treatment of pancreatic cancer will be provided for a one-year period following launch.

Three months ended March 31,

Prescriptions received in period (1)

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International markets:

Germany 624 82 706 599 30 629

France 577 — 577 533 — 533

Japan 349 — 349 298 — 298

Other international —

International markets - Total 1

4,881 400 5,281 4,800 63 4,863

(1) Optune Lua includes both active patients in NSCLC and MPM.

Worldwide, there were 39 and 32 active MPM patients on therapy as of as of September 30, 2025 and 2024 and 100 and 1 active NSCLC patient(s) on therapy as of as of September 30, 2025 and 2024.

(2) Optune Lua includes both prescriptions for NSCLC and MPM.

Worldwide, 21 , 78 , 18 and 61 MPM prescriptions were received in the three and nine months ended September 30, 2025 and 2024 and 109 , 322 , 0 and 2 NSCLC prescriptions were received in the three and nine months ended September 30, 2025 and 2024.

Three and nine months ended September 30, 2025 compared to three and nine months ended September 30, 2024

Three months ended September 30, Nine months ended September 30,

2025 2024 % Change 2025 2024 % Change

(1) A "prescription received" is a commercial order for Optune Pax that is received from a physician certified to treat patients with our Products for a patient not previously on Optune Pax.

Orders to renew or extend treatment are not included in this total.

Three months ended March 31, 2026 compared to three months ended March 31, 2025

Three months ended March 31,

2026 2025 % Change

Net revenues $ 174,055 $ 154,994 12 %

Net revenues.

Net revenues increased 8% to $167.2 million for the three months ending September 30, 2025 from $155.1 million for the same period in 2024.

For the three months ended September 30, 2025 the net revenue increase primarily resulted from a $4.4 million increase from continued growth in France and a $3.3 million increase in Germany from active patient growth and reimbursement improvements.

This increase also includes a $4.4 million increase from other international markets, driven by active patient growth in Sweden, aged accounts receivable in the UK, and early commercialization efforts in Spain.

Net revenues increased 12% to $174.1 million for the three months ending March 31, 2026 from $155.0 million for the same period in 2025.

For the three months ended March 31, 2026 the net revenue increase primarily resulted from $16.3 million in growth from international markets, driven by a $5.8 million increase in Germany from active patient growth and reimbursement improvements, a $5.0 million increase from continued growth in France, and a $3.7 million increase in other international markets due to active patient growth and the Optune Gio launch in Spain.

In the quarter, there were $3.5 million in one-time revenue benefits included in the aforementioned international market increase consisting of $2.5 million from Germany related to approval rate increases and aged collections and $1.0 million in France related to performance improvements.

The overall increase includes $5.6 million of exchange rate benefits.

This increase was partially offset by $1.7 million less revenue in the United States related to a reduction in one-time benefits for prior period claims.

Recognized revenue from Optune Lua in the quarter was $3.1 million, including $1.6 million from NSCLC, and $1.5 million from MPM.

For the nine months ended September 30, 2025, the increase primarily resulted from a $15.9 million increase from continued growth in France, a $10.2 million increase in Germany from active patient growth and reimbursement improvements, and a $12.1 million increase from the remaining international markets driven by active patient growth.

The overall increase for the nine-month period includes $5.7 million of exchange rate benefits.

Three months ended September 30, Nine months ended September 30,

2025 2024 % Change 2025 2024 % Change

In addition, net revenue in the United States grew by $2.8 million due to active patient growth in both Optune Gio and Optune Lua.

Recognized revenue from Optune Lua in the quarter was $3.0 million versus $1.5 million in the same period last year.

Three months ended March 31,

2026 2025 % Change

Cost of revenues $ 38,929 $ 38,521 1 %

Cost of revenues.

For the three and nine months ended September 30, 2025, the increase in cost of revenues was primarily due to 7% growth in active patients, $1.3 million higher array costs driven by the new array roll-out and the NSCLC launch, and $1.5 million in higher tariffs.

In addition, the Company recognized a $2.9 million expense in the third quarter of 2025 related to an inventory obsolescence provision for Optune Lua arrays.

Excluding sales to Zai, cost of revenues per active patient per month was $3,159 for the three months ended September 30, 2025, an increase of 16% from $2,713 for the same period in 2024, primarily due to the Optune Lua inventory obsolescence provision.

For the three months ended March 31, 2026, the increase in cost of revenues was primarily due to 12% growth in active patients mostly offset by $4.2 million lower costs of arrays mainly resulting from improved array utilization and lower supplier prices.

Excluding sales to Zai, cost of revenues per active patient per month was $2,530 for the three months ended March 31, 2026, a decrease of 9% from $2,794 for the same period in 2025, primarily due to the lower cost of arrays.

Cost of revenues per active patient is calculated by dividing the cost of revenues for the quarter less equipment sales to Zai for the quarter by the average of the active patients at the end of the prior quarter and the ending active patients in the current quarter.

This quarterly figure is then divided by three to estimate the monthly cost of revenues per active patient.

This quarterly figure is then divided by three to estimate the monthly

cost of revenues per active patient.

Sales to Zai are deducted because they are sold at cost and in anticipation of future royalties from Zai, and Zai patient counts are not included in our active patient population.

Cost of products sold to Zai totaled $3.3 million and $9.8 million for the three and nine months ended September 30, 2025 compared to $2.5 million and $8.4 million for the three and nine months ended September 30, 2024.

Gross margin was 73% for the three months ended September 30, 2025 compared to 77% for the three months ended September 30, 2024.

The reduction in gross margin is primarily due to the aforementioned increase in cost of revenues.

We expect that our gross margins will continue to be impacted by current and future product enhancements, such as the launch of our new arrays in the U.S.

and our launch in NSCLC, as well as by the changing tariff landscape.

Cost of products sold to Zai totaled $3.2 million for the three months ended March 31, 2026 compared to $3.3 million for the three months ended March 31, 2025.

Gross margin was 78% for the three months ended March 31, 2026 compared to 75% for the three months ended March 31, 2025.

The improvement in gross margin is primarily due to 12% active patient growth while limiting the increase in cost of revenues to only 1%.

We expect that our gross margins will continue to be impacted by our launches in NSCLC and pancreatic cancer, as well as by the changing tariff landscape.

We continue to focus on opportunities to increase efficiencies and scale within our supply chain.

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Operating Expenses.

Three months ended September 30, Nine months ended September 30,

2025 2024 % Change 2025 2024 % Change

Three months ended March 31,

2026 2025 % Change

Research, development and clinical studies $ 58,336 $ 53,777 8 %

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Research, development and clinical study expenses.

Research, development and clinical study expenses increased 4% to $54.0 million for the three months ended September 30, 2025 from $51.9 million for the same period in 2024.

For the three months ended September 30, 2025, the change was primarily due to a $2.6 million increase in product development costs and a $1.8 million increase in regulatory expenses related to the PANOVA-3 and METIS PMA filings, partially offset by $2.0 million in a reduction in direct clinical expenses due to the completion of the PANOVA-3 and METIS trials.

For the nine months ended September 30, 2025, the change was primarily due to a $4.5 million increase in engineering costs, $2.2 million in regulatory expenses, and $1.9 million in direct clinical trial expenses related to the ramp up of the LUNAR-2 and KEYNOTE D58 trials, partially offset by $7.3 million lower share-based compensation expenses.

Research, development and clinical study expenses increased 8% to $58.3 million for the three months ended March 31, 2026 from $53.8 million for the same period in 2025.

For the three months ended March 31, 2026, the change was primarily due to a $2.0 million increase in engineering costs mostly related to payroll increases, a $1.3 million increase in direct clinical expenses mostly related to the ramp up of our KEYNOTE D58 trial partially offset by the completion of other clinical trials, and a $0.8 million increase in regulatory affairs expenses.

The increase was partially offset by a $2.2 million decrease in share based compensation expenses.

Total research and development expenses can fluctuate quarter-to-quarter dependent upon the amount of clinical research organization services delivered, clinical materials procured and the number of trials actively underway within a given quarter.

Sales and marketing expenses.

Sales and marketing expenses decreased 2% to $58.5 million for the three months ended September 30, 2025 from $59.8 million for the same period in 2024.

For the three months ended September 30, 2025, the change was primarily driven by $2.6 million in lower share-based compensation expenses, partially offset by a $1.8 million increase in marketing expenses related to the Optune Lua for NSCLC launch and prelaunch activities for potential future indications in pancreatic cancer and brain metastases from NSCLC.

For the nine months ended September 30, 2025, the change was primarily driven by $9.7 million lower share-based compensation expenses, partially offset by $6.6 million higher costs associated with the expansion of the sales force for Optune Lua for NSCLC, $2.1 million in higher market access and reimbursement expenses, and $1.6 million in higher marketing expenses.

Sales and marketing expenses increased 5% to $58.4 million for the three months ended March 31, 2026 from $55.8 million for the same period in 2025.

For the three months ended March 31, 2026, the change was mainly driven by $5.4 million in sale and marketing efforts related to the Optune Pax launch in the United States and Optune Lua launch in Japan, partially offset by $4.2 million in lower share-based compensation expenses.

General and administrative expenses.

General and administrative expenses increased 15% to $45.9 million for the three-month period ended September 30, 2025 from $40.1 million for the same period in 2024.

For the three months ended September 30, 2025, these changes were primarily due to $2.6 million higher share-based compensation expenses and higher personnel and professional service expenses to support the greater company build-out, particularly in enterprise technology as we invest in our digital infrastructure to enable scale.

For the nine-month period ended September 30, 2025, the change was primarily due to $7.0 million of higher share-based

compensation expenses, a $2.3 million one-time expense to retire a production line related to supply chain optimization efforts, and higher personnel and professional service expenses.

Three months ended September 30, Nine months ended September 30,

2025 2024 % Change 2025 2024 % Change

General and administrative expenses increased 92% to $85.9 million for the three-month period ended March 31, 2026 from $44.8 million for the same period in 2025.

For the three months ended March 31, 2026, these changes were primarily due to $40.4 million higher share-based compensation expenses, resulting primarily from approximately $43.4 million related to PSUs granted in March 2020 to an executive officer that were expensed according to U.S.

GAAP as a result of the FDA approval of Optune Pax, but not distributed.

Additionally, excluding share based compensation expenses, there was a $0.7 million increase in general and administrative expenses resulting from a $3.0 million increase in personnel expenses to support multiple launches partly offset by a one-time expense of $2.3 million recognized in the same period last year for the retirement of a production line.

Three months ended March 31,

2026 2025 % Change

Financial income (expenses), net $ (1,838) $ 7,570 (124) %

Financial income (expenses), net.

Financial income decreased $ 4.5 million or 43%, to $6.0 million for the three months ended September 30, 2025 from $10.5 million in income for the same period in 2024, primarily due to a $2.7 million decrease in interest income on our investments and an increase of $2.0 million of foreign exchange expenses.

Financial income decreased $13.1 million or 42%, to $18.1 million for the nine months ended September 30, 2025 from $31.2 million in income for the same period in 2024, primarily due to a $5.9 million decrease in interest income on our investments, $3.2 million in higher interest expenses related to our senior secured credit facility, an increase of $1.7 million of foreign exchange expenses and the non-recurring gain of $1.1 million in 2024 from the early redemption of our convertible note described above.

Three months ended September 30, Nine months ended September 30,

2025 2024 % Change 2025 2024 % Change

Financial income decreased by $ 9.4 million or 124% from $7.6 million in income for the three months ended March 31, 2025 to an expense of $1.8 million for the same period in 2026, primarily due to a $7.1 million decrease in interest income on our investments driven by the repayment upon maturity in November 2025 of our 0% coupon convertible notes, $2.3 million of higher interest expenses related to

our senior secured credit facility driven by our borrowing of Tranche B in September 2025 and $0.5 million of higher foreign currency exchange expenses, offset by $0.5 million of lower amortization expenses on our senior secured credit facility.

Three months ended March 31,

2026 2025 % Change

Income taxes $ 1,880 $ 4,024 (53) %

Income taxes .

Income taxes decreased 19% to $7.2 million for the three months ended September 30, 2025 from $9.0 million for the same period in 2024 primarily due to a $1.9 million increase in tax benefits from share-based compensation deductions and $1.3 million resulting from tax law changes in the U.S.

Income taxes decreased 39% to $16.4 million for the nine months ended September 30, 2025 from $26.7 million for the same period in 2024 primarily due to a $9.9 million increase in tax benefits from share-based compensation and $1.8 million resulting from tax law changes in the U.S.

Income taxes decreased 53% to $1.9 million for the three months ended March 31, 2026 from $4.0 million for the same period in 2025.

The change is driven primarily by a $1.2 million reduction due to intercompany interest income in Switzerland and Luxembourg and a $1.6 million increase in tax benefits from share-based compensation deductions in the period.

Non-GAAP financial measures

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The following table reconciles net income (loss), which is the most directly comparable GAAP operating performance measure, to Adjusted EBITDA.

Three months ended September 30, Nine months ended September 30,

2025 2024 % Change 2025 2024 % Change

Three months ended March 31,

2026 2025 % Change

Net income (loss) $ (71,138) $ (34,319) 107 %

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Adjusted EBITDA $ (287) $ (4,988) (94) %

Adjusted EBITDA decreased to a loss of $3.0 million for the three months ended September 30, 2025 from profit of $1.7 million for the same period in 2024.

For three months ended September 30, 2025, the change in adjusted EBITDA was primarily driven by revenue growth offset by increasing costs for new indications.

Adjusted EBITDA increased to a loss of $0.3 million for the three months ended March 31, 2026 from a loss of $5.0 million for the same period in 2025.

For three months ended March 31, 2026, the change in adjusted EBITDA was primarily driven by revenue growth partially offset by increasing costs for new indications.

The revenue increase drove a $18.7 million increase in gross profit.

The gross profit increase was offset by increased operating expenses, primarily due to our launch in NSCLC and prelaunch activities for potential new indications.

take actions that prioritize growth and maintain financial health and flexibility as we position our company for future profitability.

The gross profit increase was partially offset by increased operating expenses, primarily due to our launches in pancreatic cancer and NSCLC.

We intend to take actions that prioritize growth and maintain financial health and flexibility as we position our company for future profitability.

Liquidity and Capital Resources

We have incurred significant losses and cumulative negative cash flows from operations since our founding in 2000.

As of September 30, 2025, we had an accumulated deficit of $1,265.9 million.

As of March 31, 2026, we had an accumulated deficit of $1,361.5 million.

To date, we have primarily financed our operations through the exercise of options, issuance and sale of equity and the proceeds from long-term loans.

At September 30, 2025, we had $1,033.5 million in cash, cash equivalents and short-term investments, an increase of $73.6 million compared to $959.9 million at December 31, 2024, primarily attributable to the proceeds of Tranche B of our Senior secured debt offset by net cash used in operations.

We believe our cash, cash equivalents and short-term investments as of September 30, 2025 are sufficient for our operations for at least the next 12 months based on our existing business plan and our ability to control the timing of significant expense commitments.

At March 31, 2026, we had $432.0 million in cash, cash equivalents and short-term investments, a decrease of $15.7 million compared to $447.7 million at December 31, 2025, primarily attributable to net cash used in operations.

We believe our cash, cash equivalents and short-term investments as of March 31, 2026 are sufficient for our operations for at least the next 12 months based on our existing business plan and our ability to control the timing of significant expense commitments.

We expect that our operating expenses will continue to increase over the next several years and may outpace our gross profit as we prepare to expand into additional indications beyond CNS and Lung.

As a result, we may need to raise additional capital to fund our operations.

On November 1, 2025, we will pay at maturity our Convertible Notes in the amount of $560.9 million.

The following summary of our cash flows for the periods indicated has been derived from our unaudited consolidated financial statements, which are included elsewhere in this Quarterly Report:

Nine months ended September 30,

Three months ended March 31,

2026 2025 Change % Change

Net cash provided by (used in) operating activities

$ (13,517) $ (35,665) $ 22,148 (62) %

Net cash provided by (used in) investing activities 7,747 (6,472) 14,219 (220) %

Net cash provided by financing activities 108,151 87,630 20,521 23 %

Net cash provided by (used in) financing activities

(166) 5,247 (5,413) (103) %

Effect of exchange rate changes on cash and cash equivalents (130) 227 (357) (157) %

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Operating activities.

Net cash used in or provided by operating activities represents our net income (loss) for the periods presented, share-based compensation and depreciation and amortization.

Operating cash flows are also impacted by changes in working capital as a result of collections from trade receivables and payments of accounts payables.

Net cash used in operating activities increased by $8.1 million from $22.9 million net cash used in operating activities for the nine months ended September 30, 2024 to $31.0 million net cash used in operating activities for the nine months ended September 30, 2025.

This was primarily the result of a $9.0 million increase in net loss.

Other factors generally have offset one another, including a $12.2 million decrease of share-based compensation, a $11.8 million increase in accounts payable and accrued expenses, a $6.5 million decrease in accounts receivable and a $4.4 million increase of accrued interest.

Net cash used in or provided by operating activities represents our net income (loss) for the periods presented.

Adjustments to net income (loss) for non-cash items include share-based compensation and depreciation, amortization and asset write-downs.

Operating cash flows are also impacted by changes in working capital as a result of collections from trade receivables and payments of accounts payables and by changes in other long term assets and liabilities.

Net cash used in operating activities decreased by $22.1 million from $35.7 million net cash used in operating activities for the three months ended March 31, 2025 to $13.5 million net cash used in operating activities for the three months ended March 31, 2026.

This was primarily the result of an $11.3 million increase in accounts payable and accrued expenses, and a decrease of $9.4 million in accounts receivable and prepaid expenses.

Investing activities.

Our investing activities consist primarily of investments in and redemptions of our short-term investments as well as investments in property and equipment.

Net cash provided by investing activities was $100.9 million for the nine months ended September 30, 2025, compared to $118.0 million used in investing activities for the nine months ended September 30, 2024.

The $100.9 million net cash provided by investing activities for the nine months ended September 30, 2025 was primarily attributable to $122.7 million of net proceeds of short term investments and the purchase of $21.8 million of property and equipment.

The $118.0 million net cash used in investing activities for the nine months ended September 30, 2024 was primarily attributable to $84.1 million of net purchase of short-term investments and by the purchase of $33.9 million of property and equipment.

Net cash provided by investing activities was $7.7 million for the three months ended March 31, 2026, compared to $6.5 million used in investing activities for the three months ended March 31, 2025.

The $7.7 million net cash provided by investing activities for the three months ended March 31, 2026 was primarily attributable to $12.9 million of net proceeds of short term investments offset by the purchase of $5.2 million of property and equipment.

The $6.5 million net cash used in investing activities for the three months ended March 31, 2025 was primarily attributable to $4.1 million of net proceeds of short-term investments offset by the purchase of $10.6 million of property and equipment.

Financing activities.

Net cash provided by financing activities was $108.2 million for the nine months ended September 30, 2025, as compared to $87.6 million provided by financing activities for the nine months ended September 30, 2024.

The $108.2 million net cash provided by financing activities for the nine months ended September 30, 2025 was primarily attributable to $100.0 million proceeds from the closing of Tranche B of our senior secured debt and to the exercise of options under our share option plan.

The $87.6 million provided by financing activities for the nine months ended September 30, 2024 was attributable to $96.9 million of proceeds from Tranche A of the senior secured debt, offset by $12.9 million from the partial repayment of the convertible loan and to the the exercise of options under the Company's share option plan.

Convertible Notes

On November 5, 2020, we issued $575.0 million aggregate principal amount of Notes.

The Notes are senior unsecured obligations.

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

The Notes are convertible 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.

The Notes are convertible at the option of the holders upon the satisfaction of certain other conditions and during certain periods, and if the Company exercises its right to redeem the Notes as permitted or required by the indenture.

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.

In January 2021, we irrevocably elected to settle all conversions of Notes by a combination of cash and our 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, 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 our ordinary shares.

For more information, see Note 10a.

to the Consolidated Financial Statements in the 2024 10-K.

Net cash used in financing activities was $0.2 million for the three months ended March 31, 2026, as compared to $5.2 million provided by financing activities for the three months ended March 31, 2025.

The $0.2 million net cash used in financing activities for the three months ended March 31, 2026 was primarily attributable to $0.6 million of tax payments related to net settlements on equity awards offset by exercise of options.

The $5.2 million provided by financing activities for the three months ended March 31, 2025 was attributable to the the exercise of options under the Company's share option plan.

Senior Secured Term Loan Credit Facility

On May 1, 2024 Novocure Luxembourg S.a.r.l.

("Borrower"), our wholly-owned subsidiary, entered into a new five-year senior secured credit facility of up to $400.0 million (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"), our wholly-owned subsidiary, entered into a five-year senior secured credit facility of up to $400.0 million (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 $100.0 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 give notice of its intent to draw $100.0 million 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 $100.0 million of the Facility (the "Tranche C Loan") if (i) (A) we have received positive results from our PANOVA-3 phase 3 clinical trial or (B) our trailing net revenues for the most recently completed four quarters as reported in our 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.

Not later than March 31, 2026, the Borrower has the option give notice of its intent to to draw an additional $100.0 million of the Facility (the "Tranche D Loan") if (i) we receive an approval or clearance from the U.S.

Food and Drug Administration for our Tumor Treating Fields device for a pancreatic cancer indication or (ii) Trailing Four Quarters of Net Revenue is greater than $625.0 million.

The closing date of each of the Tranche B Loan, Tranche C Loan and Tranche D Loan is ninety (90) days after we give the respective notice of our intent to draw.

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").

Not later than December 31, 2025, the Borrower had the option to give notice of its intent to draw an additional $100.0 million of the Facility (the "Tranche C Loan").

In addition, not later than March 31, 2026, the Borrower had the option to to draw an additional $100.0 million of the Facility (the "Tranche D Loan").

As of March 31, 2026, we have borrowed the Tranche A Loan and the Tranche B Loan in the aggregate principal amount

of $200.0 million.

We did not give notice of our intent to borrow the Tranche C Loan.

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

The obligations under the Loan Agreement are guaranteed by certain of our subsidiaries and secured by a first lien on the Borrower's and certain of our 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.

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.

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 we are 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.

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 $200.0 million.

Contractual Obligations and Commitments

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What changed 10-Q

Item 2. Management’s Discussion and Analysis