Was the NovoCure (NVCR) CEO’s share sale part of a trading plan?

The disclosure states the sale was mandated under NovoCure’s equity incentive award agreement as a “sell to cover” for tax withholding. It emphasizes that the transaction does not represent a discretionary trade by the reporting person, but it does not mention a Rule 10b5-1 plan.

NovoCure (NVCR) CEO sells 34,273 shares in tax-related transaction

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

NovoCure Ltd Chief Executive Officer Leonard Frank X reported a tax-related sale of 34,273 Ordinary Shares. The shares were sold in open-market transactions at a weighted average price of $17.9335 per share to cover tax withholding obligations arising from the vesting of Restricted Stock Units. According to the company’s equity incentive plan, this “sell to cover” transaction was mandated by the award agreement and is described as not representing a discretionary trade by the CEO. After these sales, Leonard Frank X directly holds 459,520 Ordinary Shares.

Insider Trade Summary

Net Seller: 34,273 shares ($614,635)

Net Sell 1 txn

Insider Leonard Frank X

Role Chief Executive Officer

Sold 34,273 shs ($615K)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares	34,273	$17.9335	$615K

Holdings After Transaction: Ordinary Shares — 459,520 shares (Direct, null)

Footnotes (1)

Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of Restricted Stock Units. This sale is mandated by the issuer's award agreement under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person. This transaction was executed in multiple trades at prices ranging from $17.665 USD to $18.37 USD; the price reported above reflects the weighted average sale price.

Key Figures

Shares sold: 34,273 shares Weighted average sale price: $17.9335 per share Post-transaction holdings: 459,520 shares +2 more

5 metrics

Shares sold 34,273 shares Ordinary Shares sold on 2026-06-04 to cover tax withholding

Weighted average sale price $17.9335 per share Open-market sale price for 34,273 Ordinary Shares

Post-transaction holdings 459,520 shares Ordinary Shares directly owned by CEO after sale

Sale price range $17.665 to $18.37 per share Range of prices for multiple sale trades

Net shares sold 34,273 shares Net sell direction in transaction summary

Key Terms

Restricted Stock Units, sell to cover, equity incentive plans, weighted average sale price

4 terms

Restricted Stock Units financial

"to cover tax withholding obligations in connection with the vesting of Restricted Stock Units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

sell to cover financial

"funded by a "sell to cover" transaction and does not represent a discretionary trade"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

equity incentive plans financial

"mandated by the issuer's award agreement under its equity incentive plans to require the satisfaction of tax"

Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.

weighted average sale price financial

"the price reported above reflects the weighted average sale price."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/05/2026 - 04:28 PM Accepted by SEC EDGAR 06/05/2026 - 04:28 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Leonard Frank X

(Last)

(First)

(Middle)

C/O NOVOCURE INC.

1550 LIBERTY RIDGE DRIVE, SUITE 115

(Street)

WAYNE

PENNSYLVANIA

19087

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
NovoCure Ltd [ NVCR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	06/04/2026		S		34,273⁽¹⁾	D	$17.9335⁽²⁾	459,520	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of Restricted Stock Units. This sale is mandated by the issuer's award agreement under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.

2. This transaction was executed in multiple trades at prices ranging from $17.665 USD to $18.37 USD; the price reported above reflects the weighted average sale price.

Remarks:

	Steven Robbins, as attorney in fact for Leonard, Frank X.	06/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did NovoCure (NVCR) report for its CEO?

NovoCure’s CEO Leonard Frank X reported selling 34,273 Ordinary Shares. The sale was an open-market “sell to cover” transaction tied to Restricted Stock Unit vesting and was required to satisfy tax withholding obligations under the company’s equity incentive plans.

At what price did the NovoCure (NVCR) CEO sell the 34,273 shares?

The 34,273 Ordinary Shares were sold at a weighted average price of $17.9335 per share. The trades occurred in multiple transactions at prices ranging from $17.665 to $18.37, with the reported figure reflecting the overall weighted average sale price.

Why did the NovoCure (NVCR) CEO sell 34,273 shares?

The sale was made to cover tax withholding obligations from the vesting of Restricted Stock Units. The company’s award agreement mandates a “sell to cover” approach, so this transaction is characterized as non-discretionary rather than a voluntary decision to sell shares.

How many NovoCure (NVCR) shares does the CEO hold after this transaction?

Following the tax-related sale of 34,273 Ordinary Shares, CEO Leonard Frank X directly holds 459,520 Ordinary Shares. This figure reflects his remaining direct ownership position as reported after completing the mandated “sell to cover” transaction.

Over what price range were the NovoCure (NVCR) CEO’s shares sold?

The CEO’s shares were sold in multiple trades executed between $17.665 and $18.37 per share. The Form 4 reports a weighted average sale price of $17.9335 per share, summarizing the overall pricing across all individual sale transactions.