Steel Partners Holdings L.P. Announces It Has Presented $18.00 Per Share Offer for 51% of InMode Ltd. to Board of Directors

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01/28/2026 - 05:30 PM

Issues Letter to Shareholders Detailing How Proposal Would Provide Superior Value and Pathway to Long-Term Participation in InMode’s Future Success

Proposed Per Share Purchase Price Represents 29% Premium to InMode’s Unaffected Share Price

Highlights Company’s Dismal Total Shareholder Returns Over Past 1-, 3- and 5-Year Periods, Poor Capital Allocation Decisions and History of Persistently Cutting Guidance

NEW YORK--(BUSINESS WIRE)-- Steel Partners Holdings L.P. (together with its affiliates, “Steel”), which beneficially owns approximately 1.3% of the outstanding shares of InMode Ltd. (Nasdaq: INMD) (“InMode” or the “Company”), today issued a public letter to the Company’s shareholders. The full text of the letter is below.

January 28, 2026

Fellow Shareholders,

We are writing to make you aware that we have expressed interest to InMode’s leadership in pursuing an acquisition by Steel Partners of 51% of the Company’s outstanding shares for $18.00 per share, representing a 29% premium over the Company’s closing share price on January 23, 2026, before speculation around a potential transaction was reported in the media.¹

Steel Partners is a diversified global holding company that owns and operates businesses across various industries, including industrial manufacturing, energy, defense, supply chain and logistics, banking, and youth sports. We have been a shareholder of InMode for some time, and we currently own approximately 800,000 shares, representing 1.3% of the Company’s shares outstanding. We have been closely following the Company’s performance, strategic direction, and, more recently, its projections.

Over the past several months, we have made multiple attempts to meet with the Company to discuss ideas for creating shareholder value. We have also recently attempted to engage in a private dialogue with InMode’s leadership around our attractive proposal, but have so far been rebuffed. Therefore, we believe it is imperative that you, the Company’s true owners, are made aware of this opportunity.

Our valuation is based on our current understanding of the Company’s business and its growth trajectory. Furthermore, our proposal would be fully funded from cash on hand and borrowing capacity under our existing credit facility, with no financing contingency.

Unfortunately, we believe that InMode has underperformed its true potential, with abysmal total shareholder return (“TSR”) over numerous periods, as illustrated below.

Time Period²	Total Shareholder Return
1-year	-19.18%
3-year	-59.35%
5-year	-53.24%

Further, it is concerning that, despite enjoying the enviable position of having a large amount of cash on its balance sheet and no debt, InMode has not taken steps to consistently return its outsized amount of cash on hand to shareholders in an accretive manner. Specifically, InMode, as of its third quarter 2025 earnings report, held $532.3 million in cash and cash equivalents, representing nearly 50% of its current market capitalization – an amount that is simply not justifiable.³ Finally, it is especially puzzling that InMode has cut its guidance in seven of the past nine quarters, including as recently as July 30, 2025, and then lowered the top end of guidance for 2025 revenue and non-GAAP gross margin on January 8, 2026.⁴ Ultimately, we believe that change is needed to ensure that the Company maximizes value for shareholders over the long term.

Our proposed offer would provide InMode shareholders with immediate, certain and compelling value in the form of a significant cash premium, which includes a premium for control, given our desire to own a majority stake in the company.

Following the successful completion of the proposed transaction, Steel Partners intends to work closely with members of InMode’s management team and employees to support the Company’s next phase of profitable growth. We believe there are meaningful opportunities to grow sales organically through increased commercial effectiveness, deeper customer engagement and continued product innovation while maintaining an appropriate focus on cost discipline and returns on invested capital.

In addition, Steel Partners would seek to help the Company pursue targeted, strategic M&A that could expand InMode’s product portfolio, geographic reach, and capabilities in a disciplined manner. Any such initiatives would be evaluated with a focus on enhancing long-term shareholder value. The Company would also benefit from Steel Partners’ operational expertise, disciplined capital allocation, and global network of relationships.

We stand ready to engage in good faith with InMode’s leadership around our proposed framework, including by signing a reasonable non-disclosure agreement to facilitate discussions. In the meantime, we encourage you to make your voices heard by InMode’s leadership. While our hope is that InMode engages with us immediately and substantively around our indicative proposal, in the absence of cooperation by management and the Board, Steel may elect to proceed with bringing a binding proposal directly to the shareholders.

Sincerely,

Steel Partners Holdings L.P.

Warren Lichtenstein
Executive Chairman

____________________________

¹ “InMode Flies To Three-Month High On A Rumored $1.1 Billion Takeover Offer,” Investor’s Business Daily, January 26, 2026, https://www.investors.com/news/technology/inmode-stock-takeover-offer-rumor/.

² Through unaffected date of January 23, 2026.

³ See InMode’s November 5, 2025 press release (https://www.prnewswire.com/news-releases/inmode-reports-third-quarter-2025-financial-results-quarterly-revenue-of-93-2-million-78-gross-margins-302605384.html).

⁴ See InMode’s July 30, 2025 press release (https://www.prnewswire.com/news-releases/inmode-reports-second-quarter-2025-financial-results-quarterly-revenue-of-95-6-million-80-gross-margins-302515137.html) and January 8, 2026 press release (https://www.prnewswire.com/news-releases/inmode-to-report-fourth-quarter--full-year-2025-financial-results-and-hold-conference-call-on-february-10--2026--expects-q4-revenue-between-103-6m-103-8m-302655588.html).