DOMA PERPETUAL CAPITAL MANAGEMENT STRONGLY OPPOSES INMODE BUYOUT AS PROPOSED; PLANS TO VOTE AGAINST DEAL

DOMA Perpetual Capital Management, holding about 4.63% of InMode (NYSE: INMD), announced strong opposition to the CEO-led buyout at $16.20 per share and plans to vote against it.

Rhea-AI Summary

DOMA Perpetual Capital Management, holding about 4.63% of InMode (NYSE: INMD), announced strong opposition to the CEO-led buyout at $16.20 per share and plans to vote against it. DOMA argues the offer undervalues InMode, cites governance and conflict-of-interest concerns, and urges a fully independent review and market check.

Positive

• None.

Negative

• 4.63% shareholder intends to vote against $16.20 per share buyout
• Activist investor questions fairness and governance of CEO-led acquisition proposal

Argus Jun 26 session

-1.22% close to close Open Argus

Details

News Market Reaction – INMD

On Jun 26, the day this news came out, INMD closed 1.22% below the previous close.

Data tracked by StockTitan Argus for the Jun 26 session.

Key Figures

Offer price: $16.20 per share DOMA ownership: 4.63% of shares outstanding

Offer price

$16.20 per share

Proposed buyout consideration referenced in DOMA letter

DOMA ownership

4.63% of shares outstanding

Beneficial ownership stake DOMA reports in INMD

Historical Context

5 past events · Latest: Jun 24

5 events

1. Jun 24

   Buyout proposal

   24h Move

   +10.8%

   Unsolicited $16.20 cash bid and formation of independent special committee.

2. May 20

   Leadership changes

   24h Move

   +0.2%

   Appointment of new chairman and CFO with transition support from prior CFO.

3. May 13

   Investor conferences

   24h Move

   +1.5%

   Participation in Barclays bus trip and Jefferies healthcare conference events.

4. May 06

   Earnings release

   24h Move

   -5.6%

   Q1 2026 results with 5% revenue growth and updated guidance details.

5. Apr 13

   Earnings preview

   24h Move

   +3.4%

   Pre-announced Q1 revenue range and reiterated full‑year 2026 revenue guidance.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

fiduciary duties, conflicts of interest, governance, forward-looking statements

4 terms

fiduciary duties regulatory

"DOMA explicitly rejects the current terms and urges the Board to uplhold its fiduciary duties"

Fiduciary duties are the legal and ethical responsibilities that company directors, officers, or financial advisors have to put shareholders’ interests ahead of their own, acting with honesty, care, and loyalty. Think of it like a guardian managing someone’s money: choices must prioritize the owner’s benefit, avoid conflicts, and be made with prudent judgment; investors rely on these duties to ensure decisions aren’t self‑serving and to provide grounds for legal action if abused.

conflicts of interest regulatory

"raise serious concerns about conflicts of interest, governance, the Board's fiduciary responsibilities"

A conflict of interest occurs when a person or organization has competing loyalties or financial motives that could compromise impartial decisions—like a referee who also coaches one team. For investors, conflicts matter because they can lead to biased advice, self-dealing, or decisions that prioritize insiders over shareholders, increasing the risk that reported results, disclosures, or strategic choices are not in investors’ best financial interests.

governance regulatory

"raise serious concerns about conflicts of interest, governance, the Board's fiduciary responsibilities"

Governance refers to the systems and processes that determine how an organization is directed and controlled. It involves making decisions, establishing rules, and overseeing activities to ensure the organization operates fairly, transparently, and in the best interests of its stakeholders. Good governance helps build trust and stability, which are important for investors because they indicate responsible management and reduce risks.

forward-looking statements regulatory

"Certain statements in this letter may constitute forward-looking statements."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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DOMA ASSERTS THAT THE $16.20 PER SHARE OFFER MATERIALLY UNDERVALUES INMODE AND ITS LONG-TERM POTENTIAL

DOMA BELIEVES THE BID EXPLOITS THE DEPRESSED VALUATIONS CREATED BY YEARS OF CEO-LED UNDERPERFORMANCE

DOMA EXPLICITLY REJECTS THE CURRENT TERMS AND URGES THE BOARD TO UPLHOLD ITS FIDUCIARY DUTIES

MIAMI, June 26, 2026 /PRNewswire/ -- DOMA Perpetual Capital Management LLC, a significant stockholder of InMode Ltd. (NYSE: INMD) ("InMode"), today sent a letter to the Board of Directors of InMode (the "Board").

The letter can be downloaded here

The full text of the letter follows:

June 26, 2026

To the Board Member of InMode:

As of the date of this letter, DOMA Perpetual Capital Management LLC ("DOMA") and its affiliates beneficially own approximately 4.63% of the outstanding ordinary shares of InMode Ltd. ("InMode" or the "Company").

We are writing as a concerned shareholder regarding the recently proposed acquisition of the Company led by the Chief Executive Officer in partnership with a group of investors. The circumstances surrounding this proposal raise serious concerns about conflicts of interest, governance, the Board's fiduciary responsibilities, and the fairness of the proposed transaction.

We believe the proposal materially undervalues the Company, particularly in light of its long-term potential and intrinsic assets. It is difficult to ignore that this proposal also follows a long period of operational underperformance under the current CEO's leadership. We have previously asked the Board, in a public communication dated May 9, 2025, to replace the CEO precisely because of his sustained underperformance, and that same CEO now appears positioned to benefit from the proposed transaction.¹ In our view, these circumstances warrant close scrutiny, and DOMA reserves all of its rights in connection with the proposed transaction.

We strongly believe the proposal would allow management to capitalize on a depressed valuation that developed during its own stewardship and that, in our view, management's performance helped create. Such dynamics are deeply troubling from a governance perspective.

The Board has fiduciary obligations to act in the best interests of all shareholders, not management or any specific investor group. In this context, we urge the Board to take the following actions:

• Establish a fully independent special committee with no ties to management to evaluate the proposal.
• Retain international independent financial and legal advisors to conduct a rigorous valuation and fairness assessment.
• Conduct a broad and transparent market check inviting public offers to determine whether superior offers exist.
• Ensure that shareholders are provided with full and fair disclosure regarding the process, assumptions, and any potential conflicts of interest.

Any transaction that allows insiders to acquire the Company at a price influenced by their own stewardship must be subject to the highest level of scrutiny. Failure to do so could expose the Company and the Board to significant shareholder value destruction, as well as reputational and legal risk.

Shareholders rely on the Board to uphold strong governance standards and to protect against precisely this type of conflicted transaction. I trust that you will take these responsibilities seriously and act accordingly.

At the current offer of $16.20/share DOMA does not support the proposal and intends to vote against the transaction.

Sincerely,

Pedro Escudero
CEO & CIO
DOMA Perpetual Capital Management LLC

This letter has been prepared by DOMA. The views expressed herein reflect DOMA's opinions and are based on publicly available information regarding the Company. DOMA recognizes that the Company or others may have information not available to DOMA that could lead them to disagree with DOMA's views or conclusions. DOMA reserves the right to change or modify its views, opinions, intentions, or positions at any time and for any reason, and disclaims any obligation to update or revise the information contained herein, except as may be required by applicable law.

This letter was not prepared by, and has not been endorsed by, InMode Ltd. This letter is provided for informational purposes only and is not intended to be, and should not be construed as, an offer to sell or a solicitation of an offer to buy any security, or as a recommendation to purchase or sell any security. DOMA is not currently soliciting proxies, consents, authorizations, or voting commitments with respect to any securities of the Company. One or more funds managed by DOMA currently beneficially own shares of the Company.

Certain statements in this letter may constitute forward-looking statements. These statements reflect DOMA's current views and expectations, speak only as of the date hereof, and are subject to risks, uncertainties, and assumptions that could cause actual results or developments to differ materially from those expressed or implied.

1. PR Newswire, May 9, 2025, DOMA Perpetual Sends Letter Urging Board of Directors of InMode Ltd. to Resume Share Repurchase Program (urging the Board, among other actions, to replace the Chief Executive Officer), https://www.prnewswire.com/news-releases/doma-perpetual-sends-letter-urging-board-of-directors-of-inmode-ltd-to-resume-share-repurchase-program-302451097.html

View original content to download multimedia:https://www.prnewswire.com/news-releases/doma-perpetual-capital-management-strongly-opposes-inmode-buyout-as-proposed-plans-to-vote-against-deal-302811416.html

SOURCE DOMA Perpetual

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why does DOMA Perpetual oppose the InMode (INMD) $16.20 buyout offer?

DOMA Perpetual plans to vote against the $16.20 per share InMode buyout because it believes the proposal materially undervalues the company. According to DOMA, the offer exploits a depressed valuation and raises conflict-of-interest and governance concerns around the CEO-led buyer group.

How much of InMode (NYSE: INMD) stock does DOMA Perpetual own as of June 26, 2026?

As of June 26, 2026, DOMA Perpetual and its affiliates beneficially own about 4.63% of InMode’s outstanding ordinary shares. According to DOMA, this ownership position underpins its decision to publicly oppose the $16.20 per share CEO-led acquisition proposal and vote against the transaction.

What governance actions is DOMA Perpetual urging InMode’s board to take on the INMD buyout?

DOMA wants InMode’s board to form an independent special committee, hire independent financial and legal advisors, and run a broad market check. According to DOMA, the board should ensure full disclosure of assumptions and conflicts before considering the $16.20 per share CEO-led transaction.

What price does the proposed InMode (INMD) buyout offer shareholders, and why is it challenged?

The proposed InMode buyout offers shareholders $16.20 per share. DOMA Perpetual argues this price materially undervalues InMode’s long-term potential and intrinsic assets, and contends the valuation reflects depressed performance during current management’s stewardship, warranting heightened scrutiny and a wider market test.

How does DOMA describe potential risks if InMode proceeds with the current INMD buyout terms?

DOMA warns that approving the CEO-led transaction without robust safeguards could destroy shareholder value. According to DOMA, such a conflicted deal may expose InMode and its board to reputational and legal risk, underscoring the need for rigorous, independent review and transparent process.

Is DOMA currently soliciting proxies regarding the InMode (INMD) acquisition proposal?

DOMA states it is not currently soliciting proxies, consents, authorizations, or voting commitments related to InMode securities. According to DOMA, its June 26, 2026 letter is for informational purposes only and reflects its views and intended vote against the $16.20 per share transaction.