InMode (NASDAQ: INMD) ends independent review of potential transaction bids

Rhea-AI Filing Summary

InMode Ltd. filed a Form 6-K to report that the independent transaction committee of its Board of Directors has completed its review of proposals related to a potential transaction. After evaluating the final proposals with external financial and legal advisors, the committee concluded that none was adequate or in the best interests of the company and its shareholders, and has discontinued the process. InMode states it will continue to review its business, growth, and cash allocation strategies with a focus on enhancing long-term shareholder value and does not intend to provide further updates on this matter unless it deems additional disclosure appropriate or required.

Insights

Corporate governance and M&A analyst

InMode ends its strategic transaction review without pursuing a deal.

InMode explains that its independent transaction committee reviewed multiple proposals for a potential transaction, using external financial and legal advisors. After assessing the final offers, the committee determined that none met its standards for being adequate or in the best interests of shareholders.

This outcome leaves the existing standalone strategy in place, with no immediate change in control or capital structure described. The company emphasizes ongoing evaluation of its business, growth plans, and cash allocation strategy with a stated focus on long-term shareholder value.

Future implications will depend on how InMode implements its business and cash allocation priorities, and whether subsequent public filings describe any new strategic initiatives or capital deployment decisions following this discontinued review process.

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

INMODE LTD.

(Exact name of registrant as specified in its charter)

Tavor Building, Sha’ar Yokneam

P.O. Box 533

Yokneam 2069206 Israel

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐ 

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes ☐ No ☒ 

On February 23, 2026, InMode Ltd. issued a press release addressing the conclusion of Independent Transaction Committee Review.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Exhibit No.		Description of Exhibit
99.1		Press Release dated February 23, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	InMode Ltd.
	By: /s/ Moshe Mizrahy
	Moshe Mizrahy
February 23, 2026	Chief Executive Officer

Exhibit 99.1

InMode Announces Conclusion of Independent Transaction Committee Review

YOKNEAM, Israel , February 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.

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.

Contacts

Miri Segal
MS-IR LLC
ir@inmodemd.com

FAQ

What did InMode Ltd. (INMD) announce in this Form 6-K?

InMode announced that its independent transaction committee has completed a review of proposals for a potential transaction and found none adequate. The committee decided to discontinue the process and the company will remain focused on its existing business and growth strategy.

Why did InMode’s independent transaction committee discontinue the potential transaction process?

The committee concluded that none of the final proposals received in connection with a potential transaction was adequate or in the best interests of InMode and its shareholders. After this assessment, it determined the review process should be discontinued at this time.

Will InMode Ltd. (INMD) provide more updates about the terminated transaction review?

InMode stated it does not intend to provide further updates regarding the potential transaction matter. Additional disclosure will only occur if the company later determines that more information is appropriate or required under applicable disclosure obligations.

What strategic focus did InMode highlight after ending the transaction review?

InMode emphasized it will continue to review and evaluate its business and growth strategy, along with its cash allocation strategy. The stated focus is on enhancing long-term shareholder value rather than pursuing any of the reviewed potential transaction proposals.

Did InMode disclose details of the proposals reviewed by the independent committee?

InMode did not provide specific terms or counterparties for the proposals reviewed. The announcement simply notes that the committee evaluated multiple proposals, considered final offers, and ultimately judged them inadequate and not in the best interests of the company and shareholders.

What role did advisors play in InMode’s independent transaction committee review?

The independent transaction committee carried out its work with assistance from external financial and legal advisors. These advisors supported a comprehensive and independent process to evaluate the proposals, culminating in the decision that no final proposal met the committee’s standards.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 6.6 KB