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InMode Announces Conclusion of Independent Transaction Committee Review

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InMode (Nasdaq: INMD) announced that its Board's independent transaction committee has completed a review of proposals for a potential transaction and determined that none of the final proposals was adequate or in shareholders' best interests.

The Committee has discontinued the process; the company will continue to evaluate business and cash allocation strategies to enhance long-term shareholder value and does not intend further updates unless appropriate or required.

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Positive

  • Independent committee completed a comprehensive review
  • Company will refine business and cash allocation strategy
  • Board prioritized shareholder interests in decision

Negative

  • Potential transaction process discontinued on Feb 23, 2026
  • No final proposals were deemed adequate for shareholders

Market Reality Check

Price: $15.22 Vol: Volume 620,111 vs 20-day ...
low vol
$15.22 Last Close
Volume Volume 620,111 vs 20-day average 1,465,380 (relative volume 0.42). low
Technical Shares at $15.22, trading above 200-day MA of $14.61, and 23.05% below 52-week high of $19.78.

Peers on Argus

Only one closely related peer, TNDM, appeared in the momentum scanner, moving up...
1 Up

Only one closely related peer, TNDM, appeared in the momentum scanner, moving up with no same-day peer news flow, suggesting INMD’s setup was more stock-specific than sector-driven.

Historical Context

5 past events · Latest: Feb 10 (Neutral)
Pattern 5 events
Date Event Sentiment Move Catalyst
Feb 10 Earnings results Neutral -3.3% Reported Q4 and full-year 2025 results and 2026 outlook.
Feb 03 Conference participation Neutral -4.3% Announced participation in BTIG MedTech and investor meetings.
Feb 02 Strategic review start Positive +5.8% Confirmed evaluation of strategic alternatives after transaction rumors.
Jan 28 Acquisition offer Positive -0.8% Steel Partners presented $18.00 per share offer for 51% of INMD.
Jan 08 Earnings date & guide Neutral -8.8% Set Q4/FY 2025 report date and gave preliminary revenue guidance.
Pattern Detected

News on strategic alternatives and transaction proposals has drawn mixed reactions, while several neutral or operational updates have coincided with share price declines.

Recent Company History

Over the last few months, INMD has focused on financial reporting and strategic review. An $18.00 per share offer for 51% of the company and subsequent confirmation of strategic alternatives on 2026-02-02 framed expectations around potential transactions. Earnings-related updates on 2026-02-10 and earlier guidance and conference notices often coincided with negative price reactions. Today’s decision by the independent transaction committee to discontinue the transaction process follows this sequence of strategic and financial communications.

Market Pulse Summary

This announcement concludes an independent review of transaction proposals without pursuing a deal, ...
Analysis

This announcement concludes an independent review of transaction proposals without pursuing a deal, after earlier disclosures about strategic alternatives and a partial acquisition proposal. Investors may focus on how INMD executes its stated business and cash allocation strategy to enhance long-term shareholder value. Recent filings highlighted substantial cash, ongoing share repurchases, and exposure to global medical device markets, alongside legal and geopolitical risks that remain important to monitor following the committee’s decision.

Key Terms

radio frequency ("rf"), otolaryngology
2 terms
radio frequency ("rf") technical
"InMode develops, manufactures, and markets devices harnessing novel radio frequency ("RF") technology."
Radio frequency (RF) describes the part of the electromagnetic spectrum used to carry wireless signals — think of invisible waves that let phones, Wi‑Fi, radar and many medical or industrial devices send and receive information or energy. Investors care because RF performance, access to spectrum (like lanes on a highway), regulatory limits and interference risk influence product competitiveness, sales, licensing revenue and safety compliance for companies in telecom, healthcare and electronics.
otolaryngology medical
"products across several categories for plastic surgery, gynecology, dermatology, otolaryngology, and ophthalmology."
Otolaryngology is the medical specialty that diagnoses and treats conditions of the ear, nose, throat and related structures of the head and neck — think of it as the maintenance and repair shop for hearing, breathing and swallowing systems. For investors, it matters because demand for otolaryngology drives sales of surgical devices, diagnostic tools, drugs, clinics and insurance services, and is sensitive to regulatory approvals, reimbursement rates and demographic trends.

AI-generated analysis. Not financial advice.

YOKNEAM, Israel, Feb. 23, 2026 /PRNewswire/ -- InMode Ltd. (Nasdaq: INMD) a leading global provider of innovative medical technologies ("InMode" or the "Company"), today announced that the independent transaction committee of its Board of Directors (the "Committee") has completed its review of proposals received in connection with a potential transaction.

InMode Logo

 

Since its formation, the Committee has conducted a comprehensive and independent process to evaluate proposals received over the course of its work, with the assistance of external financial and legal advisors.

Following a careful review of the final proposals received in connection with the potential transaction, the Committee has concluded that none of the final proposals is adequate and in the best interests of the Company and its shareholders. Accordingly, the Committee has determined to discontinue the process at this time.

The Company will continue to review and evaluate its business and growth strategy, as well as its cash allocation strategy, with a focus on enhancing long-term shareholder value.

The Company does not intend to provide further updates regarding this matter unless and until it determines that additional disclosure is appropriate or required.

About InMode

InMode is a leading global provider of innovative medical technologies. InMode develops, manufactures, and markets devices harnessing novel radio frequency ("RF") technology. InMode strives to enable new emerging surgical procedures as well as improve existing treatments. InMode has leveraged its medically accepted minimally invasive RF technologies to offer a comprehensive line of products across several categories for plastic surgery, gynecology, dermatology, otolaryngology, and ophthalmology. For more information about InMode and its wide array of medical technologies, visit www.inmodemd.com.

Forward-Looking Statements

The information in this press release includes forward-looking statements within the meaning of the federal securities laws. Actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. In some cases, you can identify these statements because they contain words such as "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "predict," "project," "will," "would" and similar expressions that concern our expectations, strategic plans or intentions. Forward-looking statements are based on management's current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Consequently, actual results could differ materially from those indicated in these forward-looking statements. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements included in InMode's Annual Report on Form 20-F filed with the Securities and Exchange Commission on February 10, 2026, and our future public filings. InMode undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which pertain only as of the date of this press release.

Logo - https://mma.prnewswire.com/media/1064477/InMode_Logo.jpg

Contacts

Miri Segal
MS-IR LLC
ir@inmodemd.com

Cision View original content:https://www.prnewswire.com/news-releases/inmode-announces-conclusion-of-independent-transaction-committee-review-302694503.html

SOURCE InMode Ltd.

FAQ

Why did InMode (INMD) end its transaction committee process on Feb 23, 2026?

The committee concluded none of the final proposals was adequate for shareholders. According to the company, the independent transaction committee reviewed proposals with external advisors and determined discontinuation was in shareholders' best interests.

Will InMode (INMD) pursue a sale or merger after ending the review?

InMode has discontinued the current process but did not rule out future actions. According to the company, it will continue evaluating business and cash allocation strategies to enhance long-term shareholder value.

How should investors interpret InMode's (INMD) statement on no further updates?

The company said it does not intend to provide further updates unless appropriate or required. According to the company, investors should expect disclosure only if new material developments occur.

What immediate impact does the discontinuation have on InMode's (INMD) strategic plan?

The company will refocus on its business and cash allocation strategy to enhance long-term value. According to the company, management will continue evaluating growth priorities and capital deployment.

Did InMode (INMD) use external advisors during the transaction review?

Yes. The independent committee engaged external financial and legal advisors during its review. According to the company, these advisors assisted in evaluating the proposals received during the process.
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