NovoCure Ltd 10-Q

Item 1. Financial Statements NOVOCURE LIMITED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands (except share data) June 30, 2026 December 31, 2025 Unaudited Audited ASSETS CURRENT ASSETS: Cash and cash equivalents $ 93,701 $ 93,548 Short-term investments 346,858 354,126 Restricted cash 9,917 9,842 Trade receivables, net 99,131 89,435 Receivables and prepaid expenses 46,690 58,669 Inventories 42,224 41,111 Total current assets 638,521 646,731 LONG-TERM ASSETS: Property and equipment, net 75,369 77,606 Field equipment, net 26,582 22,066 Right-of-use assets 43,789 47,327 Other long-term assets 10,930 10,596 Total long-term assets 156,670 157,595 TOTAL ASSETS $ 795,191 $ 804,326 The accompanying notes are an integral part of these unaudited consolidated financial statements. 2 Table of Contents NOVOCURE LIMITED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands (except share data) June 30, 2026 December 31, 2025 Unaudited Audited LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Trade payables 130,729 122,231 Other payables, lease liabilities and accrued expenses 89,981 100,997 Total current liabilities 220,710 223,228 LONG-TERM LIABILITIES: Senior secured credit facility, net 195,891 195,047 Long-term leases 37,529 41,647 Employee benefit liabilities 2,969 3,938 Total long-term liabilities 236,389 240,632 TOTAL LIABILITIES 457,099 463,860 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY: Share capital - Ordinary shares no par value, Unlimited shares authorized; issued and outstanding: 116,442,465 shares and 112,492,667 shares at June 30, 2026 (unaudited) and December 31, 2025, respectively — — Additional paid-in capital 1,718,667 1,634,264 Accumulated other comprehensive income (loss) ( 3,422 ) ( 3,441 ) Retained earnings (accumulated deficit) ( 1,377,153 ) ( 1,290,357 ) TOTAL SHAREHOLDERS' EQUITY 338,092 340,466 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 795,191 $ 804,326 The accompanying notes are an integral part of these unaudited consolidated financial statements. 3 Table of Contents NOVOCURE LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS U.S. dollars in thousands (except share and per share data) Three months ended June 30, Six months ended June 30, Year ended December 31, 2026 2025 2026 2025 2025 Unaudited Unaudited Audited Net revenues $ 183,584 $ 158,805 $ 357,639 $ 313,799 $ 655,353 Cost of revenues 41,106 41,472 80,035 79,993 166,879 Gross profit 142,478 117,333 277,604 233,806 488,474 Operating costs and expenses: Research, development and clinical studies 51,448 55,833 109,784 109,610 224,544 Sales and marketing 61,684 57,066 120,041 112,858 240,064 General and administrative 39,908 43,955 125,761 88,724 177,666 Total operating costs and expenses 153,040 156,854 355,586 311,192 642,274 Operating income (loss) ( 10,562 ) ( 39,521 ) ( 77,982 ) ( 77,386 ) ( 153,800 ) Financial income (expenses), net ( 1,890 ) 4,542 ( 3,728 ) 12,112 17,550 Income (loss) before income tax ( 12,452 ) ( 34,979 ) ( 81,710 ) ( 65,274 ) ( 136,250 ) Income tax 3,206 5,160 5,086 9,184 ( 23 ) Net income (loss) $ ( 15,658 ) $ ( 40,139 ) $ ( 86,796 ) $ ( 74,458 ) $ ( 136,227 ) Basic and diluted net income (loss) per ordinary share $ ( 0.13 ) $ ( 0.36 ) $ ( 0.75 ) $ ( 0.67 ) $ ( 1.22 ) Weighted average number of ordinary shares used in computing basic and diluted net income (loss) per share 116,012,397 111,572,191 115,106,850 110,930,576 111,471,991 The accompanying notes are an integral part of these unaudited consolidated financial statements. 4 Table of Contents CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) U.S. dollars in thousands Three months ended June 30, Six months ended June 30, Year ended December 31, 2026 2025 2026 2025 2025 Unaudited Unaudited Audited Net income (loss) $ ( 15,658 ) $ ( 40,139 ) $ ( 86,796 ) $ ( 74,458 ) $ ( 136,227 ) Other comprehensive income (loss), net of tax: Change in foreign currency translation adjustments ( 133 ) ( 39 ) ( 526 ) 319 289 Pension benefit plan 1,606 ( 869 ) 545 72 1,770 Total comprehensive income (loss) $ ( 14,185 ) $ ( 41,047 ) $ ( 86,777 ) $ ( 74,067 ) $ ( 134,168 ) NOVOCURE LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY U.S. dollars in thousands (except share data) Ordinary shares Additional paid-in capital Accumulated other comprehensive income (loss) Retained earnings (accumulated deficit) Total shareholders' equity Balance as of December 31, 2025 (audited) 112,492,667 $ 1,634,264 $ ( 3,441 ) $ ( 1,290,357 ) $ 340,466 Share-based compensation to employees — 63,009 — — 63,009 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 — — ( 1,454 ) — ( 1,454 ) Net income (loss) — — — ( 71,138 ) ( 71,138 ) 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 — 17,012 — — 17,012 Proceeds from issuance of shares 187,717 2,093 — — 2,093 Exercise of options and vested RSUs 433,808 2,455 — 2,455 Other comprehensive income (loss), net of tax benefit of $ 0 — — 1,473 — 1,473 Net income (loss) — — — ( 15,658 ) ( 15,658 ) Balance as of June 30, 2026 (Unaudited) 116,442,465 $ 1,718,667 $ ( 3,422 ) $ ( 1,377,153 ) $ 338,092 5 Table of Contents Ordinary shares Additional paid-in capital Accumulated other comprehensive loss Retained earnings (accumulated deficit) Total shareholders' equity Balance as of December 31, 2024 (audited) 108,516,819 $ 1,519,809 $ ( 5,500 ) $ ( 1,154,130 ) $ 360,179 Share-based compensation to employees — 29,552 — — 29,552 Exercise of options and vested RSUs 2,965,781 5,247 — — 5,247 Other comprehensive income (loss), net of tax benefit of $ 0 — — 1,299 — 1,299 Net income (loss) — — — ( 34,319 ) ( 34,319 ) Balance as of March 31, 2025 (Unaudited) 111,482,600 $ 1,554,608 $ ( 4,201 ) $ ( 1,188,449 ) $ 361,958 Share-based compensation to employees — 26,143 — — 26,143 Proceeds from issuance of shares 141,192 2,136 — — 2,136 Exercise of options and vested RSUs 174,898 251 — — 251 Other comprehensive income (loss), net of tax benefit of $ 0 — — ( 908 ) — ( 908 ) Net income (loss) — — — ( 40,139 ) ( 40,139 ) Balance as of June 30, 2025 (Unaudited) 111,798,690 $ 1,583,138 $ ( 5,109 ) $ ( 1,228,588 ) $ 349,441 The accompanying notes are an integral part of these unaudited consolidated financial statements. 6 Table of Contents NOVOCURE LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS U.S. dollars in thousands Three months ended June 30, Six months ended June 30, Year ended December 31, 2026 2025 2026 2025 2025 Unaudited Unaudited Audited Cash flows from operating activities: Net income (loss) $ ( 15,658 ) $ ( 40,139 ) $ ( 86,796 ) $ ( 74,458 ) $ ( 136,227 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 4,307 3,444 8,431 6,769 14,650 Accrued Interest 104 5,918 ( 115 ) 3,647 4,949 Asset write-downs and impairment of field equipment 738 424 1,450 2,685 4,851 Share-based compensation 17,012 26,143 80,021 55,695 104,832 Foreign currency remeasurement loss (gain) 17 1,371 494 1,322 1,251 Decrease (increase) in accounts receivables and prepaid expenses 424 ( 10,447 ) 1,252 ( 19,053 ) ( 38,938 ) Amortization of discount (premium) ( 2,593 ) ( 6,460 ) ( 5,210 ) ( 13,114 ) ( 23,262 ) Decrease (increase) in inventories 866 ( 629 ) ( 1,912 ) ( 4,570 ) ( 5,668 ) Decrease (increase) in other long-term assets 2,907 1,412 4,949 3,990 10,847 Increase (decrease) in accounts payables and accrued expenses 2,797 2,107 ( 2,323 ) ( 14,313 ) 18,958 Increase (decrease) in other long-term liabilities ( 2,789 ) 920 ( 5,626 ) ( 201 ) ( 5,274 ) Net cash provided by (used in) operating activities $ 8,132 $ ( 15,936 ) ( 5,385 ) ( 51,601 ) ( 49,031 ) Cash flows from investing activities: Purchase of property, equipment and field equipment $ ( 6,916 ) $ ( 5,486 ) ( 12,068 ) ( 16,097 ) ( 26,648 ) Proceeds from maturity of short-term investments 95,000 420,000 205,000 540,000 1,285,000 Purchase of short-term investments ( 94,462 ) ( 378,528 ) ( 191,563 ) ( 494,389 ) ( 821,076 ) Net cash provided by (used in) investing activities $ ( 6,378 ) $ 35,986 1,369 29,514 437,276 Cash flows from financing activities: Proceeds from issuance of shares, net $ 2,093 $ 2,136 2,093 2,136 3,656 Proceeds from senior secured credit facility, net — — — — 99,979 Repayment and redemption of long-term debt — — — — ( 560,945 ) Tax payments related to net settlements on equity awards — — ( 556 ) — ( 146 ) Exercise of options 2,455 251 2,845 5,498 6,113 Net cash provided by (used in) financing activities $ 4,548 $ 2,387 4,382 7,634 ( 451,343 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash $ ( 8 ) $ 265 ( 138 ) 492 394 7 Table of Contents NOVOCURE LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS U.S. dollars in thousands Increase (decrease) in cash, cash equivalents and restricted cash 6,294 22,702 228 ( 13,961 ) ( 62,704 ) Cash, cash equivalents and restricted cash at the beginning of the period 97,324 129,431 103,390 166,094 166,094 Cash, cash equivalents and restricted cash at the end of the period $ 103,618 $ 152,133 $ 103,618 $ 152,133 $ 103,390 Supplemental cash flow activities: Cash paid during the period for: Income taxes paid (refunded), net $ 2,868 $ 13,838 $ ( 1,009 ) $ 18,809 $ 30,673 Interest paid $ 5,033 $ 2,674 $ 9,994 $ 5,319 $ 13,406 Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 93,701 $ 149,624 $ 93,701 $ 149,624 $ 93,548 Restricted cash 9,917 2,509 9,917 2,509 9,842 Total cash, cash equivalents and restricted cash $ 103,618 $ 152,133 $ 103,618 $ 152,133 $ 103,390 Non-cash activities: Right-of-use assets obtained (disposed) in exchange for lease liabilities $ 1,021 $ 1,618 $ 2,019 $ 25,110 $ 29,369 Purchase of property incurred but unpaid at period end $ 1,265 $ 404 $ 1,265 $ 404 $ 886 The accompanying notes are an integral part of these unaudited consolidated financial statements. 8 Table of Contents NOVOCURE LIMITED AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION Organization . NovoCure Limited (including its consolidated subsidiaries, the "Company") was incorporated in the Bailiwick of Jersey and is principally engaged in the development, manufacture and commercialization of Tumor Treating Fields ("TTFields") devices, including Optune Gio, Optune Pax and Optune Lua (collectively, our "Products"), for the treatment of solid tumor cancers. The Company markets Optune Gio, Optune Pax and Optune Lua in multiple countries around the globe with the majority of revenues coming from the use of Optune Gio in the U.S., Germany, France and Japan. The Company also has a License and Collaboration Agreement (the "Zai Agreement") with Zai Lab (Shanghai) Co., Ltd. ("Zai") to market Optune in China, Hong Kong, Macau and Taiwan ("Greater China"). Financial statement preparation . The accompanying unaudited consolidated financial statements include the accounts of the Company and intercompany accounts and transactions have been eliminated. In the opinion of the Company’s management, the unaudited consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation for the periods presented. The preparation of these unaudited consolidated financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in these unaudited consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. These unaudited consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 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 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. The Company's cash, cash equivalents, short-term investments and trade receivables are potentially subject to a concentration of risk. Cash, cash equivalents and short-term investments are invested at top tier financial institutions globally and the total value invested at any one institution is limited pursuant to the Company's investment policy. These investments may be in excess of insured limitations or not insured in certain jurisdictions. Generally, these investments may be redeemed upon demand according to the terms of the securities. The Company's trade receivables are due from numerous governments and federal and state agencies that are paid from their respective budgets, and from hundreds of health insurance companies. The Company does not believe that there are significant default risks associated with these governments, agencies and health insurance companies based upon the Company's historical experience. The Company has no off-balance sheet concentrations of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. Recently adopted accounting pronouncements 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 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. 9 Table of Contents Recently announced 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 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 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. NOTE 2: CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS Cash equivalents include items almost as liquid as cash, with maturity periods of three months or less when purchased, and short-term investments include items with maturity dates between three months and one year when purchased. As of June 30, 2026 and December 31, 2025, the Company’s cash and cash equivalents and short-term investments were composed of: June 30, 2026 Unaudited Fair value level Adjusted cost basis Unrealized gains Unrealized losses Fair market value Recorded basis Cash and cash equivalents Short-term investments Cash $ 8,097 $ — $ — $ 8,097 $ 8,097 $ 8,097 $ — Money market funds Level 1 85,604 — — 85,604 85,604 85,604 — Certificate of deposits and term deposits Level 2 40,287 — — 40,287 40,287 — 40,287 HTM securities (1) U.S. Treasury bills Level 1 $ 58,931 $ 1 $ ( 59 ) 58,873 58,931 $ — $ 58,931 Corporate debt securities Level 2 $ 247,640 $ 29 $ ( 580 ) 247,089 247,640 $ — $ 247,640 $ 306,571 $ 30 $ ( 639 ) $ 305,962 $ 306,571 $ — $ 306,571 Total $ 440,559 $ 30 $ ( 639 ) $ 439,950 $ 440,559 $ 93,701 $ 346,858 10 Table of Contents December 31, 2025 Audited Fair value level Adjusted cost basis Unrealized gains Unrealized losses Fair market value Recorded basis Cash and cash equivalents Short-term investments Cash $ 7,402 $ — $ — $ 7,402 $ 7,402 $ 7,402 $ — Money market funds Level 1 66,213 — — 66,213 66,213 66,213 — Certificate of deposits and term deposits Level 2 25,186 — — 25,186 25,186 10,013 15,173 HTM securities (1) U.S. Treasury bills Level 1 $ 54,096 $ 48 $ — 54,144 54,096 $ — $ 54,096 Corporate debt securities Level 2 $ 294,777 $ 82 $ ( 205 ) 294,654 294,777 $ 9,920 $ 284,857 $ 348,873 $ 130 $ ( 205 ) $ 348,798 $ 348,873 $ 9,920 $ 338,953 Total $ 447,674 $ 130 $ ( 205 ) $ 447,599 $ 447,674 $ 93,548 $ 354,126 (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. In accordance with ASC 820, "Fair Value Measurements and Disclosures," the Company measures its money market funds at fair value. The fair value of the money market funds and HTM securities, which is presented for disclosure purposes, is classified within Level 1 or Level 2. This is because these assets are valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs. As of June 30, 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. The Company does not believe any remaining unrealized losses represent credit losses based on the evaluation of available evidence. NOTE 3: INVENTORIES Inventories are stated at the lower of cost or net realizable value. The weighted average methodology is applied to determine cost. As of June 30, 2026 and December 31, 2025, the Company’s inventories were composed of: June 30, 2026 December 31, 2025 Unaudited Audited Raw materials $ 3,051 $ 4,533 Work in progress 8,032 7,500 Finished products 31,141 29,078 Total $ 42,224 $ 41,111 NOTE 4: COMMITMENTS AND CONTINGENT LIABILITIES Operating Leases. The facilities of the Company are leased under various operating lease agreements for periods, including options for extensions, ending no later than 2044. The Company also leases motor vehicles under various operating leases, which expire on various dates, the latest of which is in 2031. Pledged deposits and bank guarantees. As of June 30, 2026 and December 31, 2025, the Company pledged bank deposits of $ 5,586 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 $ 6,061 and $ 5,554 , respectively. 11 Table of Contents NOTE 5: LONG-TERM DEBT, NET a. 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 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 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 June 30, 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-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. 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. June 30, 2026 December 31, 2025 Unaudited Audited Liability component, net: Principal amount $ 200,000 $ 200,000 Unamortized issuance costs ( 4,109 ) ( 4,953 ) Net carrying amount of liability component (1) $ 195,891 $ 195,047 (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 June 30, 2026 and December 31, 2025 were $ 208,923 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 11.7 % over the remaining contractual term of the Notes. Finance expense related to the Facility was as follows: Three months ended June 30, Six months ended June 30, Year ended December 31, 2026 2025 2026 2025 2025 Unaudited Unaudited Audited Interest 5,026 2,666 9,982 5,306 13,374 Amortization of debt issuance costs 430 159 844 309 846 Total finance expense recognized $ 5,456 $ 2,825 $ 10,826 $ 5,615 $ 14,220 12 Table of Contents NOTE 6: REVENUE RECOGNITION a. Net revenues The Company’s net revenues by geographic region, based on the patient’s location are summarized as follows: Three months ended June 30, Six months ended June 30, Year ended Year ended December 31, 2026 2025 2026 2025 2025 United States $ 102,955 $ 94,261 $ 198,911 $ 187,415 $ 385,632 International markets: Germany 23,341 19,074 47,845 37,792 79,407 France 21,347 18,416 44,225 36,275 76,189 Japan 11,780 9,484 22,023 18,193 37,786 Other international markets 18,205 12,979 33,884 24,916 56,898 International markets - Total 74,673 59,953 147,977 117,176 250,280 Greater China (1) 5,956 4,591 10,751 9,208 19,441 Total net revenues $ 183,584 $ 158,805 $ 357,639 $ 313,799 $ 655,353 (1) For additional information, see Notes 12 and 13 to the Consolidated Financial Statements in the 2025 10-K. The Company's net revenues by performance period are as follows: Three months ended June 30, Six months ended June 30, Year ended December 31, 2026 2025 2026 2025 2025 Net revenues recognized in the reporting period from performance obligations satisfied in: Reporting period $ 174,813 $ 150,954 $ 343,986 $ 296,970 $ 632,358 Previous periods 8,771 7,851 13,653 16,829 22,995 Total net revenues $ 183,584 $ 158,805 $ 357,639 $ 313,799 $ 655,353 b. Contract balances The following table provides information about trade receivables, unbilled receivables and contract liabilities from contracts with customers: June 30, 2026 December 31, 2025 Unaudited Audited Trade receivables $ 91,459 $ 81,648 Unbilled receivables $ 7,672 $ 7,787 Deferred revenues (short-term contract liabilities) $ ( 16,866 ) $ ( 15,948 ) During the six months ended June 30, 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. NOTE 7: SHARE OPTION PLANS AND ESPP In April 2024, the Company adopted the 2024 Omnibus Incentive Plan (the "2024 Plan"), which replaced the 2015 Omnibus Incentive Plan (the "2015 Plan"). Effective June 3, 2026, the 2024 Plan was amended following approval 13 Table of Contents from the Company's shareholders to add an additional 9,000,000 ordinary shares eligible for grant under 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) 17,566,982 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. Options granted under the 2015 Plan and 2024 Plan that are canceled or forfeited before expiration become available for future grants under the 2024 Plan. RSUs granted under the 2024 Plan generally will vest over a three-year period. PSUs granted under the 2024 Plan generally will vest between a three - and six-year period as performance targets are attained. The 2024 Plan provides that all share-based awards have a minimum one-year vesting period from the date of grant, except for awards to non-employee directors that vest on the earlier of the first anniversary of the date of grant or the next annual general meeting of shareholders (not less than 50 weeks after grant), and other exceptions granted by the Compensation Committee of the Board of Directors, up to a maximum of five percent ( 5 %) of the available share pool. 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 June 30, 2026, 13,142,164 ordinary shares were available for grant under the 2024 Plan. A summary of the status of the Company’s option plans as of June 30, 2026 and changes during the period then ended is presented below: Six months ended June 30, 2026 Unaudited Number of options Weighted average exercise price Outstanding at beginning of year 10,827,353 $ 29.93 Granted 992,929 13.69 Exercised ( 209,216 ) 13.60 Forfeited and canceled ( 1,058,071 ) 25.77 Outstanding as of June 30, 2026 10,552,995 $ 29.14 Exercisable options 7,437,725 $ 33.95 A summary of the status of the Company’s RSUs and PSUs as of June 30, 2026 and changes during the period then ended is presented below. Six months ended June 30, 2026 Unaudited Number of RSU/PSUs Weighted average grant date fair value Unvested at beginning of year 13,134,654 $ 23.67 Granted 4,952,953 13.42 Vested ( 3,552,865 ) 22.82 RSUs withheld for tax liabilities ( 40,950 ) 31.25 Forfeited and cancelled ( 3,362,496 ) 36.64 Unvested as of June 30, 2026 (1) 11,131,296 15.43 14 Table of Contents (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 June 30, 2026, in accordance with ASC 718 "Compensation - Stock Compensation" as follows: June 30, 2026 Number of PSUs Fair value at grant date per PSU Total fair value at grant date 894,375 $ 13.48 $ 12,056 49,079 14.99 736 373,003 16.30 6,080 572,072 18.19 10,406 1,888,529 $ 29,278 These PSUs will be expensed over the performance period when the vesting conditions become probable in accordance with ASC 718. In February 2025, the Company adopted the 2025 Novocure Employee Share Purchase Plan ("ESPP"), effective June 4, 2025 (the "ESPP Effective Date"), following approval from the Company's shareholders. The ESPP replaced the Company's expiring prior employee share purchase plan, which was adopted in 2015 (the "Prior ESPP"). The purpose of the ESPP is to encourage and enable eligible employees to acquire ownership of the Company’s ordinary shares purchased through accumulated payroll deductions on an after-tax basis. The total number of shares of the Company’s ordinary shares that may be issued under the ESPP 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 June 30, 2026, 6,040,676 ordinary shares were available to be purchased by eligible employees under the ESPP. The fair value of share-based awards was estimated using the Black-Scholes model for all equity grants. For market condition awards, the Company also applied the Monte-Carlo simulation model. The Company assessed fair value using the following underlying assumptions: Six months ended June 30, Year ended December 31, 2025 2026 2025 Unaudited Audited Stock Option Plans Expected term (years) 5.50 - 5.84 5.50 - 5.79 5.50 - 5.79 Expected volatility 77 %- 79 % 75 %- 77 % 75 %- 77 % Risk-free interest rate 3.68 %- 4.13 % 4.01 %- 4.02 % 4.01 %- 4.02 % Dividend yield 0.00 % 0.00 % 0.00 % ESPP Expected term (years) 0.50 0.50 0.50 Expected volatility 62 % 89 % 56 %- 89 % Risk-free interest rate 3.52 % 4.16 % 4.16 %- 4.20 % 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 six months ended June 30, 2026 and 2025, and the year ended December 31, 2025 was: 15 Table of Contents Three months ended June 30, Six months ended June 30, Year ended December 31, 2025 2026 2025 2026 2025 Unaudited Unaudited Audited Cost of revenues $ 537 $ 973 $ 1,136 $ 2,075 $ 3,627 Research, development and clinical studies 4,032 5,787 8,058 11,988 25,538 Sales and marketing 3,987 5,358 8,284 13,875 27,121 General and administrative (1) 8,456 14,025 62,543 27,757 48,546 Total share-based compensation expense $ 17,012 $ 26,143 $ 80,021 $ 55,695 $ 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). NOTE 8: Basic and diluted net income (loss) per ordinary share Basic net income (loss) per share is computed based on the weighted average number of ordinary shares outstanding during each period. Diluted net income per share is computed based on the weighted average number of ordinary shares outstanding during the period, plus potential dilutive shares (deriving from options, RSUs, PSUs, Notes and the ESPP) considered outstanding during the period, in accordance with ASC 260-10 "Earnings Per Share", as determined under the treasury stock or if-converted method, as applicable. The following table sets forth the computation of the Company’s basic and diluted net income (loss) per ordinary share: Three months ended June 30, Six months ended June 30, Year ended December 31, 2025 2026 2025 2026 2025 Unaudited Unaudited Audited Net income (loss) attributable to ordinary shares as reported used in computing basic and diluted net income (loss) per share $ ( 15,658 ) $ ( 40,139 ) $ ( 86,796 ) $ ( 74,458 ) $ ( 136,227 ) Weighted average number of ordinary shares used in computing diluted net income (loss) per share 116,012,397 111,572,191 115,106,850 110,930,576 111,471,991 Potentially anti-dilutive shares that were excluded from the computation of basic net income (loss) per share: Options 8,345,038 9,069,460 8,945,746 8,902,549 9,297,875 RSUs and PSUs 4,293,924 4,365,034 3,964,327 4,899,273 4,781,731 ESPP 187,717 141,192 187,717 141,192 208,854 Weighted anti-dilutive shares outstanding which were not included in the diluted calculation 12,826,679 13,575,686 13,097,790 13,943,014 14,288,460 Basic and diluted net income (loss) per ordinary share $ ( 0.13 ) $ ( 0.36 ) $ ( 0.75 ) $ ( 0.67 ) $ ( 1.22 ) 16 Table of Contents NOTE 9: SUPPLEMENTAL INFORMATION The Company operates in a single reportable segment. The following table presents long-lived assets by location: June 30, 2026 December 31, 2025 Unaudited Audited United States $ 66,036 $ 65,669 Switzerland 46,068 48,125 Israel 12,999 14,059 Others 20,637 19,146 Total long lived assets $ 145,740 $ 146,999 17 Table of Contents