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SHARE OPTION PLANS AND ESPP
 6 Months Ended
Jun. 30, 2026
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 3, 2026, the 2024 Plan was amended following approval
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 year10,827,353 $29.93 
Granted992,929 13.69 
Exercised(209,216)13.60 
Forfeited and canceled(1,058,071)25.77 
Outstanding as of June 30, 202610,552,995 $29.14 
Exercisable options7,437,725 $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 year13,134,654 $23.67 
Granted4,952,953 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 
(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 PSUTotal 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
20262025
UnauditedAudited
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 yield0.00 %0.00 %0.00 %
ESPP
Expected term (years)0.500.500.50
Expected volatility62 %89 %
56%-89%
Risk-free interest rate3.52 %4.16 %
4.16%-4.20%
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, 2026 and 2025, and the year ended December 31, 2025 was:
Three months ended June 30,Six months ended June 30,Year ended December 31,
2025
2026202520262025
UnauditedUnauditedAudited
Cost of revenues$537 $973 $1,136 $2,075 $3,627 
Research, development and clinical studies4,032 5,787 8,058 11,988 25,538 
Sales and marketing3,987 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).