SHARE OPTION PLANS AND ESPP

3 Months Ended

Mar. 31, 2026

Share-Based Payment Arrangement, Recognized Amount [Abstract]

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) 8,566,982 ordinary shares plus (ii) the number of undelivered shares subject to outstanding awards under the 2015 Plan that become available for future awards under the 2024 Plan as provided for in the 2024 Plan.

Options granted under the 2024 Plan generally will have a two-year or four-year vesting period and expire ten years after the date of grant. 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 March 31, 2026, 2,879,680 ordinary shares were available for grant under the 2024 Plan.

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


	Three months ended March 31, 2026
	Unaudited
	Number of options	Weighted average exercise price
Outstanding at beginning of year	10,827,353	$	29.93
Granted	856,937	13.30
Exercised	(34,547)	11.30
Forfeited and canceled	(561,212)	22.45
Outstanding as of March 31, 2026	11,088,531	$	29.08

Exercisable options	7,527,349	$	34.11

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


	Three months ended March 31, 2026
	Unaudited
	Number of RSU/PSUs	Weighted average grant date fair value
Unvested at beginning of year	13,134,654	$	23.67
Granted	4,860,073	13.37
Vested	(3,293,726)	23.02
RSUs withheld for tax liabilities	(40,950)	31.25
Forfeited and cancelled	(2,032,184)	47.43
Unvested as of March 31, 2026 (1)	12,627,867	16.13

(1) Includes PSUs that have a mix of service, market and other milestone performance vesting conditions which are vested upon achievements of performance milestones that are not probable as of March 31, 2026, in accordance with ASC 718 "Compensation - Stock Compensation" as follows:


March 31, 2026
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
595,755	18.19		10,837



1,912,212			$	29,709

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 March 31, 2026, 6,228,393 ordinary shares were available to be purchased by eligible employees under the ESPP.

The fair value of share-based awards was estimated using the Black-Scholes model for all equity grants. For market condition awards, the Company also applied the Monte-Carlo simulation model. The Company assessed fair value using the following underlying assumptions:


	Three months ended March 31,				Year ended December 31, 2025
	2026		2025
	Unaudited				Audited
Stock Option Plans



Expected term (years)	5.84		5.78		5.50-5.79
Expected volatility	77	%	75	%	75%-77%
Risk-free interest rate	3.68	%	4.01	%	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 months ended March 31, 2026 and 2025, and the year ended December 31, 2025 was:


	Three months ended March 31,			Year ended December 31, 2025
		2026				2025
	Unaudited			Audited
Cost of revenues		$	599	$	1,102		$	3,627
Research, development and clinical studies		4,026		6,201			25,538
Sales and marketing		4,297		8,517			27,121
General and administrative (1)		54,087		13,732			48,546
Total share-based compensation expense		$	63,009	$	29,552		$	104,832

(1) On February 11, 2026, the U.S. Food and Drug Administration approved Optune Pax for the treatment of adult patients with locally advanced pancreatic cancer concomitant with gemcitabine and nab-paclitaxel. As a result of this approval,we expensed approximately $43,406 related to the vesting of 901,284 PSUs granted in March 2020 to an executive officer that were not distributed and were forfeited and cancelled (see RSU/PSU summary table above).