NovoCure Ltd 2025年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OFTHE SECURITIES EXCHANGE ACT OF 1934 NovoCure Limited (Exact Name of Registrant as Specified in Its Charter) No. 4 The ForumGrenville StreetSt. Helier, Jersey JE2 4UF(Address of Principal Executive Offices, including zip code)Registrant’s telephone number, including area code:+44 (0) 15 3475 6700Securities registered pursuant to Section12(b) of the Act: Name of each exchange on which registered Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☒No☐Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filingrequirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company oran emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company"in Rule 12b-2 of the Exchange Act. Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging Growth Company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared orissued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of the outstanding common equity of the registrant held by non-affiliates as of the last business day of the registrant’smost recently completed second fiscal quarter was $994,959,266. The number of shares of the registrant’s ordinary shares outstanding as of February 20, 2026 was 113,794,396. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2026 annual meeting of shareholders are incorporated by reference into Items 10, 11, 12, 13, and14 of PartIII of this Form10-K.Such definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of theregistrant’s fiscal year ended December 31, 2025. Cautionary Note Regarding Forward‑Looking StatementsiiSummary of Risk FactorsiiiPART IItem 1.Business1Item 1A.Risk Factors18Item 1B.Unresolved Staff Comments44Item 1C.Cybersecurity44Item 2.Properties45Item 3.Legal Proceedings45Item 4.Mine Safety Disclosures45PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities47Item 6.Reserved48Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations49Item 7A.Quantitative and Qualitative Disclosures About Market Risk62Item 8.Financial Statements64Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure103Item 9A.Controls and Procedures103Item 9B.Other Information103Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections104PART IIIItem 10.Directors, Executive Officers and Corporate Governance105Item 11.Executive Compensation105Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters105Item 13.Certain Relationships and Related Transactions, and Director Independence105Item 14.Principal Accountant Fees and Services105PART IVItem 15.Exhibits and Financial Statement Schedules106