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SHARE OPTION PLANS AND ESPP
 6 Months Ended
Jun. 30, 2025
Share-Based Payment Arrangement, Recognized Amount [Abstract]  
Share option plans and ESPP SHARE OPTION PLANS AND ESPP
In April 2024, the Company adopted the 2024 Omnibus Incentive Plan (the "2024 Plan"), which replaced the 2015 Omnibus Incentive Plan (the "2015 Plan"), effective June 5, 2024 (the "Effective Date") following approval from the
Company's shareholders. Under the 2024 Plan, the Company can issue various types of equity compensation awards such as share options, restricted shares, performance shares, restricted share units (“RSUs”), performance-based share units (“PSUs”), long-term cash awards and other share-based awards. The total number of shares of the Company’s ordinary shares that may be granted under the 2024 Plan consists of (i) up to 9,000,000 ordinary shares (reduced by 433,018 shares subject to awards granted under the 2015 Plan after April 2, 2024), all of which were available under the 2015 Plan and which ceased to be available for future awards under the 2015 Plan as of the Effective Date and (ii) the number of undelivered shares subject to outstanding awards under the 2015 Plan that become available for future awards under the 2024 Plan as provided for in the 2024 Plan.
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. 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, 2025, 5,718,009 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, 2025 and changes during the period then ended is presented below:
Six months ended June 30, 2025
Unaudited
Number
of options		Weighted
average
exercise
price
Outstanding at beginning of year11,315,468 $31.41 
Granted944,888 17.96 
Exercised(365,676)15.03 
Forfeited and canceled(387,966)40.89 
Outstanding as of June 30, 202511,506,714 $30.50 
Exercisable options7,362,522 $35.14 
A summary of the status of the Company’s RSUs and PSUs as of June 30, 2025 and changes during the period then ended is presented below.
Six months ended June 30, 2025
Unaudited
Number
of RSU/PSUs		Weighted
average
grant date fair value
Unvested at beginning of year12,066,515 $27.19 
Granted5,165,100 19.02 
Vested(2,775,003)24.22 
Forfeited and cancelled(788,207)39.11 
Unvested as of June 30, 2025 (1)13,668,405 24.02 

(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, 2025, in accordance with ASC 718 "Compensation — Stock Compensation" as follows:
 June 30, 2025
Number of
PSUs		Fair value at grant date per PSUTotal fair value at grant date
704,493 $16.30 $11,483 
1,154,720 18.19 21,004 
21,653 19.44 421 
901,284 48.16 43,406 
73,186 76.97 5,633 
2,855,336 $81,947 
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 consists of 6,507,843 Ordinary Shares, less 141,192 Ordinary Shares which were issued on the last “Purchase Date” pursuant to the Prior ESPP, all of which were available under the Prior ESPP and which ceased to be available for future awards under the Prior ESPP as of the ESPP Effective Date. 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, 2025, 6,366,651 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,
2024
20252024
UnauditedAudited
Stock Option Plans
Expected term (years)
5.50-5.79
5.50-5.73
5.50-5.73
Expected volatility
75%-77%
71%-73%
71%-73%
Risk-free interest rate
4.01%-4.02%
3.88%-4.43%
3.88%-4.43%
Dividend yield0.00 %0.00 %0.00 %
ESPP
Expected term (years)0.500.500.50
Expected volatility89 %90 %
73%-90%
Risk-free interest rate4.16 %5.13 %
5.13%-5.23%
Dividend yield0.00 %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, 2025 and 2024, and the year ended December 31, 2024 was:
Three months ended June 30,Six months ended June 30,Year ended December 31,
2024
2025202420252024
UnauditedUnauditedAudited
Cost of revenues$973 $1,698 $2,075 $3,446 $6,873 
Research, development and clinical studies5,787 9,517 11,988 18,127 32,716 
Sales and marketing5,358 9,896 13,875 20,944 43,097 
General and administrative14,025 10,719 27,757 23,397 77,349 
Total share-based compensation expense$26,143 $31,830 $55,695 $65,914 $160,035