NVCR 10-K & 10-Q changes, risk factors and insider trading

Our business and prospects depend heavily on Optune Gio, which is currently approved only for the treatment of GBM, and Optune Lua, which is currently approved for the treatment of NSCLC and MPM in certain countries and Optune Pax, which is currently approved for the treatment of pancreatic cancer in the United States and MPM.U.S. If we are unable to increase sales of our Products, obtain further regulatory approvals and commercialize our Products for the treatment of additional indications, or are significantly delayed or limited in doing so, our business and prospects will be materially harmed.

To date we have received FDA regulatory approval under the PMA pathway and certain approvals in other jurisdictions for the use of Optune Gio for the treatment of adult patients with newly diagnosed GBM when used together with certain forms of chemotherapy and for the treatment of adult patients with recurrent GBM as monotherapy. Optune Gio has a CE mark affixed for the treatment of GBM in the EU and Switzerland. Optune Lua is approved by the FDA under the PMA pathway for adults with metastatic NSCLC who have progressed on or after a platinum-based regimen, together with docetaxel or immunePD-1/PD-L1 checkpoint inhibitors (ICI).inhibitors. We have also received FDA approval under the HDE pathway to market Optune Lua for unresectable, locally advanced or metastatic, MPM when used together with standard chemotherapies. Optune Lua is also CE Certified for theNSCLC sameand indicationMPM in the EU and Switzerland. 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. Most recently, we have received FDA regulatory approval under the PMA pathway for the use of Optune Pax for the treatment of locally advanced pancreatic cancer. However, such approvals and maintaining the CE Certificates of Conformity, and related CE marking, of our Products, as applicable, do not guarantee future revenues for these indications. Further, until we receive FDA and analogous approval in other jurisdictions for the use of our Products for other indications (including for NSCLC and pancratic cancer pending obtaining widespread reimbursement agreements), almost all of our revenues will derive from sales and royalties from sales of Optune Gio for the treatment of newly diagnosed and recurrent GBM. The commercial success of our Products and our ability to generate and maintain revenues from the sale of our Products will depend on a number of factors, including:

In addition, the promotion of our Products is limited to approved indications, which vary by geography. The labelling for Optune Gio in the U.S. is limited in certain respects (for example, it is approved specifically for glioblastomas of the supratentorial region of the brain, is indicated for use in the treatment of newly diagnosed GBM only when used together with temozolomide, and limited to use by adults ages 22 and older), which may limit the number of patients to whom it is prescribed. Similarly, the labellabeling for Optune Lua also contains certain limitations that may adversely affect adoption. For NSCLC it is approved specifically for concurrent use with PD-1/PDL-1 inhibitors or docetaxel for adult patients with metastatic NSCLC who have progressed on or after platinum-based therapies.therapies in most countries, but not docetaxel in Japan. Similarly, the MPM indication in the U.S. includes the requirement in the United States (applicable to all HDE-approved devices) to display on all marketing materials that the efficacy of the Product has not been established, as well as a limitation for use by adults ages 22 and older, and the absence of phase 3 clinical data.

We were founded in 2000 and have only occasionally and intermittently generated operating profits. We have otherwise had a history of and expect to continue incurring substantial operating losses. We anticipate continuing to incur significant costs associated with commercializing our Products for approved indications including product sales, marketing, manufacturing, and distribution expenses. We expect our research, development, and clinical study expenses to increaseremain significant in connection with our ongoing activities and as additional indications enter late-stage clinical development and as we advance our product development. Our expenses could increase beyond expectations if, for example, we are required by the FDA, or other regulatory agencies or similar governing bodies, to change manufacturing processes for our Products or to perform clinical, nonclinical or other types of studies in addition to those that we currently anticipate. Our revenues are dependent, in part, upon the size of the markets in the jurisdictions in which we receive regulatory approval, the accepted price for our Products and the ability to obtain coverage for our Products and thereafter reimbursement at the accepted applicable price. If the number of addressable patients is not as significant as we estimate, the indications approved by regulatory authorities are narrower than we expect or the eligible population for treatment is narrowed by competition, regulatory approvals, physician choice or treatment guidelines, we may not generate significant revenues. If we are not able to generate significant revenues, we may never be sustainably profitable.

In addition, even if we are successful in achieving market acceptance of our Products for GBM, NSCLCNSCLC, MPM or MPM,pancreatic cancer, we may be unsuccessful in achieving market acceptance of our Products for other indications, such as brain metastases from NSCLC, pancreatic cancerNSCLC and other solid tumor cancers, because certain radiation, chemotherapies and/or systemic medical therapies may become or remain the preferred standard of care for these indications.

NoExcept for a Category III CPT code for TTFields therapy treatment planning services using our MAXPOINT mapping software, which does not include payment rates, no CPT codes specific to our therapy currently exist to describe physician services related to the delivery of therapy using our Products. Other CPT codes for physician services specifically related to our Products may not be obtainable. Our future revenues and results may be affected by the absence of specific CPT codes, as physicians may be less likely to prescribe the therapy when there is no certainty that adequate reimbursement will be available for the time, effort, skill, practice expense and malpractice costs required to provide the therapy to patients. Coverage and payment relating to these codes is subject to discretion by each third-party payer.

We anticipate that a significant portion of patients using our Products will be beneficiaries under the Medicare program in the U.S, including a majority of our Optune Lua patients for NSCLC.U.S. Failure to secure or maintain coverage or maintain adequate reimbursement from Medicare would reduce our revenues and may also affect the coverage and reimbursement decisions of other third-party payers in the U.S. and elsewhere.

Medicare classifies Optuneour Gio and Optune LuaProducts as durable medical equipment ("DME"). Medicare has the authority to issue national coverage determinations or to defer coverage decisions to its regional Medicare Administrative Contractors ("MACs"). The fact that only two MACs administer the entire DME program may negatively affect our ability to petition individual medical policy decision-makers at the MACs for coverage. The absence of a positive coverage determination or a future restriction to existing coverage from Medicare or the DME MACs would materially affect our future revenues.

Medicare denied coverage for all claims prior to the September 1, 2019 effective date of DME MAC LCD L34823, which provides coverage for Optune Gio for the treatment of newly diagnosed GBM subject to certain conditions and restrictions. We expect that Medicare will continue to deny essentially all claims that do not meet the coverage policy terms, including for patients with recurrent GBM and NSCLC.terms. Although we are actively appealing these coverage denials, we are prohibited from balance billing most of our existing Medicare fee-for-service patients for amounts not paid by Medicare. Therefore, we are absorbing and may continue to absorb the costs of treatment for amounts not paid by Medicare.

While we have obtained Medicare coverage for our existing Products other than Optune Lua for NSCLC,Gio, we cannot provide any assurance that we can access transitional, expedited, or expanded Medicare coverage for our future Products, including Optune Lua for NSCLC.NSCLC or Optune Pax for pancreatic cancer. CMS has issued new guidance regarding coverage of emerging technologies that is limited in nature and unlikely to provide a faster pathway to coverage for our future Products.

In certain jurisdictions, we source some of the components of our Products from only a single vendor or manufacturer. If any one of these single-source suppliers were to fail to continue to provide components to us on a timely basis, or at all, our business and reputation could be harmed. Our policy is to seek and maintain second-source suppliers,suppliers when economically feasible, but we can provide no assurance that we will secure or maintain such suppliers. We have developed or are in the process of developing and obtaining regulatory approval for second sources for components in all jurisdictions.jurisdictions where economically feasible. Various steps must be taken before securing these suppliers, including qualifying these suppliers in accordance with regulatory requirements, but we may never receive such approvals. The risks associated with the failure of our suppliers to comply with strictly enforced regulatory requirements as described below are exacerbated by our dependence on single-source suppliers.

Although we believe our Products represent a treatment modality that can be used together with other cancer treatment modalities, our current and future competitors may at any time develop additional drugs, biologics or devices for the treatment of GBM, NSCLC, MPM, pancreatic cancer or other solid tumors that could be more effective from a therapeutic or cost-basis perspective than using our Products. In our currently-approved indications, if current or future competitors develop a product that proves to be superior or comparable to our Products, our revenues may decline. In addition, some of our competitors may compete by lowering the price of their cancer treatments. If these competitors’ products were to gain acceptance by healthcare professionals, patients or third-party payers, a downward pressure on prices could result. If prices were to fall, we may not be able to improve our gross margins or sales growth sufficiently to be sustainably profitable. For future indications, other companies could view us as a competitor and attempt to block our market entry or otherwise hinder our Product growth in a market. We are aware of third parties in the United States and China developing devices and filing for intellectual property protection related to TTFields,TTFields and similar technologies, which, if approved, may directly compete with our Products. Competitors could also pursue lawsuits to invalidate our patents or develop alternative technologies for the application of TTFields into a patient that we did not foresee or protect.

The competition for qualified personnel in the oncology and medical device fields is intense, and we rely heavily on our ability to attract and retain qualified scientific, regulatory, technical and managerial personnel. Our future success depends upon our ability to attract, retain and motivate highly skilled employees. In order to commercialize our Products successfully, we will be required to expand our workforce, particularly in the areas of research and development and clinical studies, regulatory affairs, sales and marketing and supply chain management. These activities will require the addition of new personnel and the development of additional expertise by existing management personnel. We face intense competition for qualified individuals from numerous pharmaceutical, biopharmaceutical and biotechnology companies, as well as academic and other research institutions. We may not be able to attract and retain these individuals on acceptable terms or at all. Failure to do so could materially harm our business.

Our research and development activities, as well as the manufacturing and marketing of our Products, are subject to regulation, including regulation for safety, efficacy and quality, by the FDA in the U.S. In the EU member states where we market our Products and operate, we are subject to, inter alia, the Medical Device Regulation ("MDR"), which applies directly in all EU member states. In Switzerland, our Products and operations are subject to, inter alia, the Medical Devices Ordinance, which implements the MDR into Swiss law. In the United Kingdom, our Products and operation are subject to, inter alia, the Medical Devices Regulations 2002 and the Medical Devices (Amendment etc.) (EU Exit) Regulations 2020 (the "UK Regulations"), which implements the MDR and MDR like provisions into UK law. In Japan, we must obtain approvals from the Ministry of Health, Labour, and Welfare ("MHLW") to market our devices. We are regulated by comparable authorities in other countries. Regulations promulgated by the regulatory authorities in our applicable jurisdictions are wide-ranging and govern, among other things:

•regulatory jurisdiction, premarket clearance, approval and conformity assessment procedures,pathways and procedures for initial approvals, as well as for modifications introduced in marketed products;

We cannot be certain if or when the FDA, comparable regulatory agencies in other jurisdictions or our notified body might request additional or modified studies on our Products, under what conditions such studies might be requested, or the required size or length of any such studies. The data collected from our clinical studies may not be sufficient to support regulatory approval in the U.S., Japan and other countries or to obtain a CE Certificate in the EU for our various future device candidates. Even if we believe the data collected from our clinical studies are sufficient, the FDA and comparable regulatory bodies in other jurisdictions have substantial discretion in the assessment and approval or conformity assessment processes and may disagree with our interpretation of the data. Our failure to adequately demonstrate the safety and efficacy of any of our device candidates would delay or prevent regulatory approval in the U.S., Japan and other countries or delay or prevent a CE Certificate in the EU (and therefore be unable to affix the CE mark) for our device candidates, which could prevent us from being sustainably profitable. In addition, any change in the laws or regulations that govern the clearance and approval processes relating to our current and future devices could make it more difficult and costly to obtain clearance or approval for new devices, or to produce, market and distribute our Products. Delays in receiving clearance or approval may result from these factors and others outside of our control, such as implementation of significant new or revised laws, regulations and policies, reductions in budgets to these agencies, staffing cuts and shifting priorities within these agencies. Significant delays in receiving clearance or approval, or the failure to receive clearance or approval for our new devices would have an adverse effect on our ability to expand our business.

In the European Economic Area (“EEA”), we are required to obtain a CE Certificate and to affix a CE mark to our Products. In the EEA, our devices must be subject to conformity assessment procedure involving an EEA notified body, a private organization accredited by an EEA member state to conduct conformity assessment procedures under the MDR. The notified body typically audits and examines the device’s technical documentation, including the clinical evaluation, and the quality system for the manufacture, design and final inspection of our devices before issuing a CE Certificate demonstrating compliance with the relevant requirements or the quality system requirements laid down in the relevant Annexes to the MDR. The MDR became active on May 26, 2021 and replaced Council Directive 93/42/EEC concerning medical devices (“MDD”) with transitional provisions for "legacy" devices under the MDD. The MDR introduced significant changes to the regulatory framework for medical devices in the EU, including new, stricter requirements that we must comply with in order to obtain CE Certificates for new product candidates, and to renew the CE Certificates for our "legacy" MDD-Products when they expire or by December 31, 2027 or 2028, depending on device class, whichever occurs first. These changes may prevent or delay the CE Certification of our device candidates or impact our ability to modify our Products on a timely basis. In particular, the delay in the publication of key MDR guidance documents at EU level and the limited availability of qualified notified bodies might affect our ability to timely comply and demonstrate such compliance with the new requirements or delay the MDR CE Certification of our device candidates. Further, as a result of the implementation of the MDR, our notified body (as well as many other notified bodies throughout the EEA) has suffered a significant backlog in issuing CE Certificate renewals. In the UK, our Products are regulated under the UK Regulations. There can be no assurance that the UK Regulations will be interpreted by UK regulators in the same manner as the MDR from which the UK Regulations are based, which may prevent or delay the UK CE certification of our device candidates or impact our ability to modify our Products on a timely basisbasis.

We are subject to extensive post-marketing regulation by the FDA and comparable authorities in other jurisdictions, which could impact the sales and marketing of our Products and could cause us to incur significant costs to maintain compliance. In addition, we may become subject to additional regulation in other jurisdictions as we increase our efforts to market and sell Optune Gio or Optune Luacurrent and future Products outside of the U.S.

We market and sell our Products, and expect to market and sell future Products, subject to extensive regulation by the FDA and numerous other federal, state and governmental authorities in other jurisdictions. These regulations are broad and relate to, among other things, the conduct of preclinical and clinical studies, product design, development, manufacturing, labeling, testing, product storage and shipping, premarket clearance and approval, conformity assessment procedures, premarket clearance and approval of modifications introduced in marketed products, post-market surveillance and monitoring, reporting of adverse events and incidents, pricing and reimbursement, interactions with healthcare professionals, interactions with patients, information security, advertising and promotion and product sales and distribution. Although we have received FDA approval to market Optuneour Gio in the U.S.Products for thespecific treatmentindications of adult patients with newly diagnosed GBM (together with specific other therapies, such as temozolomide) and recurrentfor GBM and approvalPD-1/PD-L1 to market Optune Luainhibitors for adults with metastatic NSCLC who have progressed on or after a platinum-based regimen, together with docetaxel or ICI, and in patients with MPM,NSCLC, we will require additional FDA approval to market our Products for other indications. We may be required to obtain approval of a new PMA, HDE or PMA/HDE supplement application for modifications made to our Products. This approval process is costly and uncertain, and it could take one to three years, or longer, from the time the application is filed with the FDA. We may make modifications in the future that we believe do not or will not require additional approvals, such as the introduction of software products that we have assessed as not subject to FDA regulation and that are intended for use by users of our Products. If the FDA disagrees, and requires new PMAs, HDEs, or PMA/HDE supplements for the modifications, we may be required to recall and to stop marketing the modified versions of our Products.

Medical devices may be marketed only for the indications for which they are approved. Our promotional materials and training materials must comply with FDA regulations and other applicable laws and regulations governing the promotion of our Products in the U.S. and other jurisdictions. Currently, Optuneour GioProducts isare approved for treatment of adult patients with newly diagnosed GBM (together with temozolomide) and recurrent GBM in the U.S. and is approved for treatment of adult patients with GBM in Japan. In the EU and Switzerland, we have CE marked Optune Gio for the treatment of newly diagnosed GBM (together with temozolomide), recurrent GBM, and advanced NSCLC (together with standard-of-care chemotherapy). Optune Gio is alsoonly approved in Israelcertain and in Australiacountries for thespecific treatmenttypes of recurrentcancer, together with specific types of other therapies, such as temozolomide for GBM and newlyPD-1/PD-L1 diagnosed GBM (together with temozolomide). Optune Lua is approved in the U.Sinhibitors for adults with metastatic NSCLC who have progressed on or after a platinum-based regimen, together with docetaxel or ICI. Optune Lua is also approved in the U.S., the EU and Switzerland for the treatment of unresectable, locally advanced or metastatic MPM.NSCLC.

We are subject to environmental laws and regulations, including those that impose various environmental controls on the manufacturing, transportation, storage, use and disposal of batteries and chemicals and other materials used in, and hazardous waste produced by, the manufacturing of our Products. We incur and expect to continue to incur costs to comply with these environmental laws and regulations. Additional or modified environmental laws and regulations, including those relating to the manufacture, transportation, storage, use and disposal of materials used to manufacture our Products or restricting disposal or transportation of batteries, may be imposed that may result in higher costs. For example, our products contain per- and polyfluoroalkyl substances (PFAS), and we may be subject to reporting laws or regulations for products containing these substances, such as the Federal Toxic Substances Control Act (TCSA) of 1976 in the U.S.U.S.,and/or similar laws at the State level.

Third parties may assert that TTFields, our Products, the methods employed in the use of our Products or other activities infringe on their patents. Such claims may be made by competitors seeking to obtain a competitive advantage or by other parties, many of whom have significantly larger intellectual property portfolios than we have. Additionally, in recent years, individuals and groups have begun purchasing intellectual property assets for the purpose of making claims of infringement and attempting to extract settlements from companies like ours. With respect to our current Products, the risk of infringement claims is exacerbated by the fact that there are numerous issued and pending patents relating to the treatment of cancer. Because patent applications can take many years to issue, and in many cases remain unpublished for many months after filing, there may be applications now pending of which we are unaware that may later result in issued patents that our Products may infringe.

We are also party to a five-year senior secured credit facility of up to $400.0 million (the "Facility") among Novocure Luxembourg S.a.r.l., our wholly-owned subsidiary, and BPCR Limited Partnership and BioPharma Credit Investments V (Master) LP (collectively, the "Lenders"), BioPharma Credit PLC, as collateral agent for the Lenders, and other of our subsidiaries that are guarantors to such agreement. As of December 31, 2024,2025, we have borrowed $100.0$200.0 million under the Facility,Facility. andThe maximum amount we arecould requiredhave borrowed under the Facility was $400.0 million; however, we did not exercise our option to draw down an additional $100.0amounts millionunder nothe laterFacility than September 30,in 2025. Therefore we are not eligible to draw down any further amounts.

While the Convertible Notes do not accrue interest, ourOur ability to service the Facility indebtedness and incur and service indebtedness in the future could be impacted by interest and currency rate fluctuations.

We are committed to investing strategically to maximize the growth potential of the TTFields therapy platform. As such, we are prioritizing clinical programs which have the greatest value potential in solid tumors where TTFields therapy has established efficacy,efficacy and an unmet clinical need for biophysical treatment exists, including glioblastoma, pancreatic cancer and non-small cell lung cancer and pancreatic cancer.

Sales and marketing expenses consist primarily of personnel costs, travel, marketing and promotional activities, medical education, market access, commercial shipping and facilities costs. Over the next few years, we expect to continue to make significant expenditures associated with selling and marketing our Products, primarily in connection with continued commercialization in North America, the EU and Japan for the treatment of our approved indications. We will continue to prioritize launch readiness, including field-based commercial and field-based medical team hiring, for the anticipated approval of TTFields therapy for the treatment of metastatic non-small cell lungpancreatic cancer outside the United States and for future new indications around the world.

General and administrative expenses consist primarily of personnel, professional fees and facilities costs. General and administrative personnel costs include our executive, finance, human resources, information technology and legal functions. These costs also include our contributions to support industry and patient groups. Our professional fees consist primarily of accounting, information technology, legal and other consulting costs. We expectbelieve thatwe have largely built out the structure to support a global multi-indication oncology company and will look to moderate general and administrative expensesexpense will increasegrowth to supportachieve our growth.profitability.

Under the FASB's ASC 718, Compensation-Stock Compensation, we measure and recognize compensation expense for share options granted to our employees and directors and for our ESPP based on the fair value of the awards on the date of grant. The fair value of share options is estimated at the date of grant using the Black-Scholes option pricing model and for market condition awards we also use the Monte-Carlo simulation model. Both models requires management to apply judgment and make estimates, which include themodels following.of volatility, term, dividends and interest rates. The computation of expected volatility is based on the historical volatility of our shares. The expected term of options granted is calculated using our historical and future exercise behavior. Historically, we have not paid dividends and have no foreseeable plans to pay dividends. Therefore, we use an expected dividend yield of zero in the option pricing model. The risk-free interest rate is based on the yield of U.S. treasury bonds with equivalent terms.

We incurred share-based compensation expense of $160.0$104.8 million, $115.6$160.0 million and $107.0$115.6 million during the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively. As of December 31, 2024,2025, we have unrecognized compensation expense of $119.6$73.8 million, which is expected to be recognized over a weighted average period of approximately 1.591.45 years years. We expect to continue to grant equity awards in the future, and to the extent that we do, our recognized share-based compensation expense will likelyfluctuate increase.as a significant portion of our awards are tied to our performance. For additional information, see Note 15 to the Consolidated Financial Statements.

(1) LungOptune Lua includes both active patients in NSCLC and MPM. Worldwide, there were 34, 29, 22 and 722 active MPM patients on therapy as of December 31, 2024,2025, 20232024 and 20222023, 122 and 20 active NSCLC patients on therapy as of December 31, 2025 and 2024.

(2) LungOptune Lua includes both prescriptions for NSCLC and MPM. Worldwide, 98,105, 7898 and 3378 MPM prescriptions were received in the years ended December 31, 2024,2025, 20232024 and 20222023, 440 and 54 NSCLC prescriptions were received in the yearyears ended December 31, 2025, 2024.

Excluding sales to Zai, cost of revenues per active patient per month were $2,950 for the year ended December 31, 2025 compared to $2,683 for the year ended December 31, 2024. Cost of revenues per active patient is calculated by dividing the cost of revenues for the year less product sales to Zai for the year by the average of the active patients at the end of the each quarter in the current year and the end of the year active patients from the prior year. This annual figure is then divided by twelve to estimate the monthly cost of revenues per active patient. Sales to Zai are deducted because they are made at burdened cost and in anticipation of future royalties from Zai, and Zai patient counts are not included in our active patient population. Product's cost sold to Zai totaled $12.8 million for the year ended December 31, 2025 compared to $9.7 million for the year ended December 31, 2024 compared to $12.0 million for the year ended December 31, 2023.2024.

Gross margin was 75% for the year ended December 31, 2025 and 77% for the year ended December 31, 2024 and 75% for the year ended December 31, 2023.2024. The improvementdecrease in gross margin is due to the increasedecrease inof netprior revenueperiod per patient primarily attributed to our improved approval ratesclaims in the U.S. and successfulthe launchaforementioned inhigher France.cost of revenues, mostly related to tariffs and a higher cost per array. 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., our launch of NSCLCOptune andPax while we seek broad reimbursement, offset by expected decreases in array costs as we attempt to optimize our supply chain. In addition, changes in the tariff environment.environment could impact our future gross margins. Our current analysis of the global tariff environment leads us to believe there should not be a material impact to margins in the short-term and we are actively working to mitigate any potential impacts in the medium to long-term. The tariff environment is changing rapidly, and we cannot be assured that we will not ultimately be negatively impacted by these changes. We continue to focus on opportunities to increase efficiencies and scale within our supply chain. This focus includes evaluating new materials, manufacturers, structures and processes that could lead to lower costs.

Sales and marketing expenses. Sales and marketing expenses increased by $12.3$1.0 million, or 5%,0.4%, to $240.1 million for the year ended December 31, 2025 from $239.1 million for the year ended December 31, 2024 from $226.8 million for the year ended December 31, 2023.2024. The change was primarily due to an increase of $22.0$8.1 million in costs related to a sales force expansionexpansion, fora NSCLC,$4.0 million increase in marketing expenses related to the NSCLC launch and new indication preparations, a $2.8 million increase in market access costs related to securing reimbursements in new indications and new geographies, and a $2.1 million increase in other expenses, partially offset by a $10.1$16.0 million reduction in marketingshare-based expenses.compensation.

General and administrative expenses. General and administrative expenses increaseddecreased by $25.8$12.2 million, or 16%,6%, to $177.7 million for the year ended December 31, 2025 from $189.8 million for the year ended December 31, 20242024. The decrease primarily results from $164.1a $28.8 million fordecrease in share-based compensation, which was the yearresult endedof December 31, 2023. The change was primarily due to a $36.1 million increase innon-recurring shared-based compensation expenses mostly related to the indication approval for NSCLC,NSCLC in 2024, partially offset by $10.3$12.8 million lowerhigher personnel costs and professional servicesservice costs.expenses to support the greater company build-out to support new indications, particularly in enterprise technology as we invest in our digital infrastructure to enable scale, a $1.6 million one-time expense of obsolete technology assets, and a $2.2 million one-time expense to retire a production line related to supply chain optimization efforts.

Financial (expenses) income, net. Financial income, net, decreased by $1.8$21.8 million, or 4%,55%, to $17.5 million income for the year ended December 31, 2025 from $39.3 million income for the year ended December 31, 2024 from $41.1 million income for the year ended December 31, 2023.2024. The decrease was primarily driven by interesta expenses of $7.7 million related to the senior secured credit facility, an increasedecrease in interest income of $4.9$11.3 million primarily driven by lower U.S. interest rates and a reduction in our short term investments due to repayment of the convertible note, an increase of $5.7 million in interest expenses from our investmentssenior secured term loan credit facility, and an increase of $3.6 million in foreign exchange expenses, offset by a gain from the purchase of convertible notes byof $1.0$1.1 million.

Income taxes. Income tax expenses increaseddecreased by $22.2$37.5 million, or 145%,100%, resulting in a tax benefit of $0.0 million for the year ended December 31, 2025 compared to a tax expense of $37.5 million for the year ended December 31, 20242024. comparedThe decrease primarily reflects a one-time $14.2 million reduction from a prior year return to provision related to a taxfiling expense of $15.3 millionposition for the yeartax endedtreatment Decemberof 31,share-based 2023.compensation, Thean change is primarily due to a $14.3$11.1 million decreaseincrease in current year tax benefits from share-based compensation, $10.6a primarily one-time $8.9 million resultingreduction fromdue theto utilizationfavorable ofU.S. tax creditslaw in 2023 related to prior yearschanges, and a change$4.3 million reduction due to intercompany interest income in theSwitzerland mixand of applicable statutory tax rates.Luxembourg.

Adjusted EBITDA increaseddecreased by $107.1$35.1 million, or 101%,million to $(34.3) million for the year ended December 31, 2025 from $0.8 million for the year ended December 31, 20242024. fromThe $(106.3)change millionin forAdjusted the year ended December 31, 2023. This increaseEBITDA was primarily drivendue byto revenue growth from improvedOptune approvalGio ratesbeing inoffset theby U.S.increasing andcosts afor successfulnew launchindications. inRevenue France. The revenue increaseincreases drove a $87.0$20.4 million increase in gross profit. ActionsThe takengross duringprofit theincrease Novemberwas 2023offset restructuringby and a heightened focus on operational efficiencies reduced totalincreased operating expenses, excludingprimarily share-baseddue compensation,to byour $19.5launch millionin year-over-year.NSCLC and prelaunch activities for potential new indications. We intend to take actions that prioritize growth and maintain financial health as we position our company for future profitability.

At December 31, 2024,2025, we had $163.8$93.5 million in cash and cash equivalents and $796.1$354.1 million in short-term investments. At December 31, 2024,2025, our cash, cash equivalents and short-term investments totaled $959.9$447.7 million, ana increasedecrease of $49.3$512.2 million compared to $910.6$959.9 million at December 31, 2023.2024. The increasedecrease was primarily due to net cash providedused in financing activities, primarily attributable to the repayment of the convertible note at maturity of $560.9 million offset by financingproceeds activities.of $100 million from the Tranche B Loan of the senior secured term loan credit facility.

Net cash used in operating activities was $26.4$49.0 million for the year ended December 31, 20242025 compared to $73.3$26.4 million used in operating activities for the year ended December 31, 20232024 aan decreaseincrease of net cash used in operating activities by $47.0$22.1 million. The decreaseincrease in net cash used in operating activities was driven by ana increase in gross profitsdecrease of $86.9net millionloss drivenof $32.4 million, offset by a revenuedecrease increasein cash to non-cash items of $95.9$38.6 million offsetwhich by an increase in costs of revenue of $8.9 million. Furthermore, the benefit of a higher gross profit was partially offset by increased expenses,is primarily driven by a $38.0decrease millionin shared-based compensation of $55.2 million, an increase in sales,accrued marketing,interest generalof $ 5.6 million, an increase of $3.7 million in asset write-downs and administrativeimpairment expensesof tofield enhanceequipment ourand capabilitiesan increase of $3.4 million in anticipation of potential future approvals of new indicationsdepreciation and entry into potential new markets, offset by a $13.4 million decrease in research and development expenses.amortization. In additionaddition, the decreaseincrease in net cash used in operating activities wasis driven by an increase in tax expenses of $ 22.2 million, an increase in working capital of $40.0$21.0 million, which was primarily driven by an increase in accounts receivable of $55.7$12.6 million offset by a decrease in inventories of $11.5 million, and an increase of $8.2 million in share based compensation of $44.4 million.inventories.

Upcoming use of cash in operations will include payments in the normal course of business of $47.1$49.1 million in purchase obligations with certain of our suppliers, primarily for the purchase of Product components along with other commitments to purchase goods or services. These amounts include approximately $33.1$41.9 million of commitments with threefour major suppliers. We make such commitments through a combination of purchase orders, supplier contracts, and open orders based on projected demand information. We also have employment agreements with certain employees that require the funding of a specific level of payments if certain events, such as a change in control or termination without cause, occur. In the course of normal business operations, we also have agreements with contract service providers to assist in the performance of our research and development (including clinical studies) and manufacturing activities. We could also enter into additional collaborative research, contract research, manufacturing and supplier agreements in the future, which may require up-front payments and even long-term commitments of cash.

Our investing activities primarily consist of investments in and redemptions of short-term investments, as well as capital expenditures to purchase property and equipment and field equipment, as well as investments in and redemptions of our short-term investments.equipment.

Net cash provided by investing activities was $437.3 million for the year ended December 31, 2025 compared to net cash used in investing activities wasof $140.2 million for the year ended December 31, 20242024. compared toThe net cash provided by investing activities for 2025 was primarily attributable to net proceeds of $184.1short-term investments of $ 463.9 million, offset by $26.6 million forinvested thein yearproperty endedand December 31, 2023.equipment. The net cash used in investing activities for 2024 was primarily attributable to net purchase of $97.4 million from short-term investments, offset by $42.9 million invested in property and equipment. The net cash provided by investing activities for 2023 was primary attributable to $27.1$ 97.4 million in net purchases of short-term investments as well as $42.9 million in property and equipment and the net proceeds of $211.2 million in short-term investments.equipment.

Net cash used in financing activities was $451.3 million for the year ended December 31, 2025 compared to net cash provided by financing activities wasof $90.3 million for the year ended December 31, 2024 compared to $15.8 million for the year ended December 31, 2023.2024. The net cash providedused byin financing activities for 20242025 was primarily attributable to netthe repayment of the convertible note at maturity of $560.9 million offset by proceeds of $96.9$100 million from the Tranche B Loan of the senior secured term loan credit facility offset(described by $12.9 million of early repayment of the convertible notesbelow) and $2.2$6.1 million in proceeds from the exercise of options and $4.1$3.7 million in proceeds from the issuance of shares pursuant to the ESPP. The net cash provided by financing activities for 20232024 was primarily attributable to $11.4proceeds of $96.9 million in proceeds from the exerciseTranche A Loan of optionsthe andsenior $4.4secured millionterm loan credit facility, offset by a repurchase of the convertible note of $12.9 million. In addition, net cash provided by financing activities in 2024 was attributable to proceeds from the issuance of shares pursuantof to$4.2 million and the ESPP.exercise of options by $2.2 million.

On November 5, 2020, we issued $575.0 million aggregate principal amount of 0% Convertible Senior Notes due 2025 (the “Notes”). The net proceeds from the offering were approximately $558.4 million. WeIn intendJune to2024, usewe redeemed $14.1 million of Notes for cash consideration in financing activities of $12.9 million. In November 2025, we repaid the netremaining proceeds$560.9 tomillion furtherof advancethe ouroutstanding clinicalNotes andat product development programs and to invest in associated pre-commercial and commercial activities, as well as for general corporate purposes.maturity.

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 cellscells. viaOur therapy is delivered through a varietymedical of mechanisms.device. Our key priorities are to drive commercial adoption of Optune Gio®, Optune Lua®, and Optune LuaPax®, 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. 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.

Optune Gio is approved by the U.S. Food and Drug Administration ("FDA") under the Premarket Approval ("PMA") pathway for the treatment of adult patients with newly diagnosed glioblastoma ("GBM") together with temozolomide, a chemotherapy drug, and for adult patients with GBM following confirmed recurrence after chemotherapy as monotherapy treatment. 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. Optune Lua is also approved 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. We are actively evaluating opportunities to expand our international footprint.

In JuneSeptember 2024,2025, we presented resultsfinal data from the Phase 3 METIS clinical trial evaluating the use of TTFields therapy and best supportive care (BSC) 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 primary endpoint of the METIS trial metwas itsdefined primaryas endpoint, demonstrating a statistically significant improvement inthe time to intracranial progression (TTIP), as measured from the date of first SRS treatment to intracranial progression or neurological death, whichever occurred first. When accounting for competing risks using the Fine–Gray method, patients treated with TTFields therapy and supportiveBSC careexperienced a 28% lower risk of intracranial progression compared to those receiving BSC alone (HR=0.72, p=0.044). The median time to intracranial progression was 15.0 months in patients treated with supportiveTTFields caretherapy and BSC compared to 7.5 months in patients treated with BSC alone.

We believe the physical mechanismsmode of action behind TTFields therapy and resulting downstream cellular processes initiated by the damaged cells may be broadly applicable to solid tumor cancers. We have several ongoing and recently concluded clinical trials which further explore the use of TTFields therapy in these solid tumor cancers,therapy, including the Phase 3 TRIDENT and KEYNOTE D58 trials in GBM, Phase 3 LUNAR-2 and Phase 2 LUNAR-4 trialstrial in NSCLC, and Phase 2 PANOVA-4 trial in pancreatic cancer. In December 2024, we discontinued our Phase 2 KEYNOTE B36 trial, which was to explore the use of TTFields therapy together with pembrolizumab for front-line treatment of locally advanced or metastatic NSCLC. 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.

OnSince October 7, 2023, the State of Israel washas attackedbeen byin anda subsequentlystate declaredof war on Hamas.war. As of the date of this filing, we believe that there is no immediate risk to our business facilities or operations. Our supply chain teams arehave working to increaseincreased stock levels to mitigate distribution and service risks from our suppliers in Israel.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 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.

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 MarchJune 31,30, 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. Please refer to the information under the heading “Cautionary Note Regarding Forward-Looking Statements” elsewhere in this report. References to the words “we,” “our,” “us,” and the “Company” in this report refer to NovoCure Limited, including its consolidated subsidiaries.

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® (collectively, our "Products"), 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 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 also have a CE certificate to market Optune Pax for the treatment of adult patients with locally advanced pancreatic cancer of exocrine origin, concomitant with gemcitabine and nab-paclitaxel in accordance with guideline recommendations. We have submitted the regulatory applicationsapplication required to market Optune Pax in the EU and Japan.

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 Optuneour Lua and Optune PaxProducts and in the meantime we will bill and seek reimbursement from payers on an individual case basis, as applicable.

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 theour Phase 3 TRIDENT and KEYNOTE D58 trialstrial in GBMGBM, which we expect to complete enrollment by the end of 2026, and theour Phase 3 LUNAR-2 trial in NSCLC. 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.

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 in the coming months regarding potential protocol revisions into streamline the comingtrial’s months.primary endpoints with the goal of reducing the patient sample size.

We view our operations and manage our business in one operating segment. For the three and six months ended MarchJune 31,30, 2026, our net revenues were $174.1$183.6 million.million and $357.6 million, respectively. Our net loss for the three and six months ended MarchJune 31,30, 2026 was $71.1$15.7 million and $86.8 million. As of MarchJune 31,30, 2026, we had an accumulated deficit of $1,361.5$1,377.2 million.

Net revenues. Our revenues are primarily derived from patients using our Products in our active markets. We charge for treatment with our Products on a monthly basis. Our potential net revenues per patient are determined by our ability to secure payment, the monthly fee we collect and the number of months that the patient remains on therapy. In the case of a new indication launch such as Optune Lua,Pax, it can take time for us to generate the claims history needed for a reasonable estimate of collections that will enable us to recognize revenues upon billing without waiting for a final collection of the claim. Until that time, our revenue from NSCLCpancratic cancer claims will be recognized in the period of cash collection.

The following discussion provides an analysis of our results of operations and reasons for material changes therein for the three and six months ended MarchJune 31,30, 2026 as compared to the three and six months ended MarchJune 31,30, 2025. The tables contained in this section report U.S. dollars in thousands (except share, patient, and prescription data). The following table sets forth our consolidated statements of operations data:

As a result of FDA approval of Optune Pax during the first 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.

Three and six months ended MarchJune 31,30, 2026 compared to three and six months ended MarchJune 31,30, 2025

Net revenues. Net revenues increased 12%16% to $174.1$183.6 million for the three months ending MarchJune 31,30, 2026 from $155.0$158.8 million for the same period in 2025. For the three months ended MarchJune 31,30, 2026 the net revenue increase primarily resulted from $16.3$16.1 million in growth from international markets,markets and $8.7 million from the United States, collectively driven primarily by a $5.8 million increase in Germany from18% 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.globally. In the quarter, there were $3.5$2.8 million in one-time revenue benefits included in the aforementioned international market increaseincreases, consisting of $2.5$1.3 million from Germany related to approval rate increases and aged collectionscollections, $0.9 million from the United States from a lower annual deductible impact, and $1.0$0.6 million in France related to performance improvements. The overall increase includes $5.6 million of exchange rate benefits. 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 and Optune Pax in the quarter was $3.0$5.4 million and $1.6 million respectively, versus $1.5$2.4 million and $0.0 million in the same period last year.

Cost of revenues. For the three months ended MarchJune 31,30, 2026, the increasedecrease in cost of revenues was primarily due to 12%a growth in active patients mostly offset by $4.2$4.9 million lowertariff costsrefund and $2.8 million of arrayslower array costs, mainly resulting from improved array utilization and lowermanufacturing supplierefficiencies, prices.mostly offset by 18% growth in active patients.

Excluding sales to Zai, cost of revenues per active patient per month was $2,530$2,483 for the three months ended MarchJune 31,30, 2026, a decrease of 9%16% from $2,794$2,970 for the same period in 2025, primarily due to the tariff refund, lower costarray ofutilization arrays.and manufacturing efficiencies. 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. 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 $3.2$4.2 million and $7.4 million for the three and six months ended MarchJune 31,30, 2026 compared to $3.3$3.2 million and $6.5 million for the three and six months ended MarchJune 31,30, 2025.

Gross margin was 78% for the three months ended MarchJune 31,30, 2026 compared to 75%74% for the three months ended MarchJune 31,30, 2025. The improvement in gross margin is primarily due to 12%18% active patient growth while limitingdecreasing the increase in cost of revenues to onlyby 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. This includes evaluating new materials, manufacturers, and processes that could lead to lower costs.

SalesResearch, development and marketingclinical study expenses. SalesResearch, development and marketingclinical study expenses increaseddecreased 5%8% to $58.4$51.4 million for the three months ended MarchJune 31,30, 2026 from $55.8 million for the same period in 2025. For the three months ended MarchJune 31,30, 2026, the change was mainlyprimarily drivendue byto $5.4a $5.5 million decrease in saledirect clinical trial expenses from the completion of older clinical studies more than offsetting cost increases in newer studies, such as KEYNOTE D58, and marketinga efforts$1.8 relatedmillion to the Optune Pax launchdecrease in theshare-based United States and Optune Lua launch in Japan,compensation, partially offset by $4.2a $0.9 million increase in lowerengineering share-basedexpenses compensationand a $0.7 million increase in preclinical expenses.

General and administrative expenses. General and administrative expenses increaseddecreased 92%9% to $85.9$39.9 million for the three-month period ended MarchJune 31,30, 2026 from $44.8$44.0 million for the same period in 2025. For the three months ended MarchJune 31,30, 2026, these changes were primarily due to $40.4$5.6 million higherlower share-based compensation expenses,expenses resultingpartially primarilyoffset fromby approximately $43.4$1.6 million related to PSUs granted in March 2020 to an executive officer that were expensed according to U.S. GAAP as a result of thehigher FDA approval of Optune Pax, but not distributed. Additionally, excluding share based compensation expenses, there was a $0.7 million increase in generalpersonnel and administrative expenses resulting from a $3.0 million increase in personnelprofessional expenses to support multiplebusiness 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.growth.

Financial income (expenses), net. Financial income decreased by $ 9.4$6.4 million or 124%142% from $7.6$4.5 million in income for the three months ended MarchJune 31,30, 2025 to an expense of $1.8$1.9 million for the same period in 2026, primarily due to a $7.1$6.4 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$2.4 million of higher interest expenses related to our senior secured credit facility driven by our borrowing of Tranche B in September 20252025, andoffset $0.5by a $1.7 million ofdecrease higherin foreign currency exchange expenses, offset by $0.5 million of lower amortization expenses on our senior secured credit facility.expenses.

Income taxes. Income taxes decreased 53%38% to $1.9$3.2 million for the three months ended MarchJune 31,30, 2026 from $4.0$5.2 million for the same period in 2025 and decreased 45% to $5.1 million for the six months ended June 30, 2026 from $9.2 million for the same period in 2025. TheFor changethe isthree drivenmonths ended June 30, 2026, the decrease was primarily byattributable a $1.2$0.9 million reduction duein totax expense associated with intercompany interest income in Switzerland and Luxembourg and a $1.6$0.8 million increase in current tax benefits fromrelated to share-based compensation deductions in the period.compensation.

Adjusted EBITDA increased to a lossgain of $0.3$10.8 million for the three months ended MarchJune 31,30, 2026 from a loss of $5.0$9.9 million for the same period in 2025. For three months ended MarchJune 31,30, 2026, the change in adjusted EBITDA was primarily driven by revenue growthgrowth, cost of revenue efficiency improvements and tariff refunds, partially offset by increasing costs for new indications. The revenue increase drove a $18.7$25.1 million increase in gross profit. 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.

We have incurred significant losses and cumulative negative cash flows from operations since our founding in 2000. As of MarchJune 31,30, 2026, we had an accumulated deficit of $1,361.5$1,377.2 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 MarchJune 31,30, 2026, we had $432.0$440.6 million in cash, cash equivalents and short-term investments, a decrease of $15.7$7.1 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 MarchJune 31,30, 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.indications. As a result, we may need to raise additional capital to fund our operations.

Operating activities. 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 accrued interest, depreciation, amortization and asset write-downs. Operating cash flows are also impacted by changes in working capital as a result of changes in inventories, 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$46.2 million from $35.7$51.6 million net cash used in operating activities for the threesix months ended MarchJune 31,30, 2025 to $13.5$5.4 million net cash used in operating activities for the threesix months ended MarchJune 31,30, 2026. This was primarily the result of ana $11.3$24.3 million increase in accountsshare payablebased and accrued expenses, andcompensation, a decrease of $9.4$20.3 million decrease in accounts receivable and prepaid expenses.expenses, and a $12.0 million increase in accounts payables and accrued expenses, offset by a $5.4 million decrease in other long-term liabilities.

Net cash provided by investing activities was $7.7$1.4 million for the threesix months ended MarchJune 31,30, 2026, compared to $6.5 million used in investing activities for the three months ended March 31, 2025. The $7.7$29.5 million net cash provided by investing activities for the threesix months ended MarchJune 31,30, 2025. The $1.4 million net cash provided by investing activities for the six months ended June 30, 2026 was primarily attributable to $12.9$13.4 million of net proceeds of short term investments offset by the purchase of $5.2$12.1 million of property and equipment. The $6.5$29.5 million net cash used in investing activities for the threesix months ended MarchJune 31,30, 2025 was primarily attributable to $4.1$45.6. million of net proceeds of short-term investments offset by the purchase of $10.6$16.1 million of property and equipment.

Financing activities. Net cash usedprovided inby financing activities was $0.2$4.4 million for the threesix months ended MarchJune 31,30, 2026, as compared to $5.2$7.6 million provided by financing activities for the threesix months ended MarchJune 31,30, 2025. The $0.2$4.4 million net cash usedprovided inby financing activities for the threesix months ended MarchJune 31,30, 2026 was primarily attributable to $0.6the millionproceeds from the issuance of taxshares paymentsand related to net settlements on equity awards offset bythe exercise of options. The $5.2$7.6 million provided by financing activities for the threesix months ended MarchJune 31,30, 20252026 was primarily attributable to the the exercise of options under the Company's share option plan.

On May 1, 2024 Novocure Luxembourg S.a.r.l. ("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 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 MarchJune 31,30, 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.