Inmode Ltd. SEC Filings

InMode Ltd. executive Michael Howard Dennison filed an initial statement of ownership as President, North America. He reports direct holdings of 7,654 ordinary shares and restricted stock units covering 24,500 underlying ordinary shares vesting on February 15, 2027 and 17,500 underlying ordinary shares vesting on February 15, 2028. Each restricted stock unit represents the right to receive one ordinary share at vesting.

InMode Ltd. director Ron Hadar filed an initial Form 3 detailing his equity holdings in the company. The filing shows direct ownership of 57,270 ordinary shares.

It also discloses 1,000 restricted stock units that entitle him to receive one ordinary share each, vesting on February 15, 2027, all held directly.

InMode Ltd. announced that its Board of Directors has approved a new share repurchase program for up to approximately 10% of the company’s total shares outstanding, or about 6.38 million ordinary shares. The company plans to fund the buybacks with available cash and may execute them in the open market or through other permitted methods, subject to market conditions and legal requirements.

In 2025, InMode repurchased approximately $127.4 million of its ordinary shares, and management describes the current valuation as an attractive use of capital, despite a challenging macroeconomic environment and ongoing regional conflict. The program can be modified, suspended, or discontinued at the company’s discretion.

InMode Ltd. shareholder Moshe Mizrahy filed Amendment No. 2 to his Schedule 13D to update his beneficial ownership of the company’s ordinary shares. He reports beneficial ownership of 3,949,226 ordinary shares, representing 6.23% of the class, based on 63,358,750 shares outstanding as of December 31, 2025.

The reported event date triggering this amendment is March 6, 2026. Mizrahy has sole voting and sole dispositive power over all of the reported shares.

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.

InMode Ltd. filed its Annual Report on Form 20-F, outlining its medical aesthetics business and key risks for the year ended December 31, 2025. The company had 63,358,750 Ordinary Shares outstanding and held 24,975,003 Ordinary Shares as treasury shares repurchased by the company.

InMode designs, manufactures and sells minimally invasive and non-invasive energy-based devices across multiple platforms, including BodyTite, Optimas, Morpheus8, EmpowerRF, Define, Envision, IgniteRF, OptimasMAX and, in 2025, new systems Luxora and ApexRF. International (non-U.S.) sales represented about 46% of total revenue, reflecting significant global exposure.

The report emphasizes extensive risk factors: dependence on physician adoption, intense technological and pricing competition, reliance on a small number of Israeli subcontractors and suppliers, and vulnerability to regional geopolitical events, including the Israel–Hamas war and broader Middle East conflicts. It also highlights product liability exposure, cybersecurity and data privacy compliance, global trade and sanctions risk, and stringent FDA and international medical device regulations that govern product clearance, manufacturing quality and promotional practices.

InMode Ltd. reported mixed fourth quarter and full year 2025 results. Q4 2025 revenue was $103.9 million, up 6% from Q4 2024, with GAAP diluted EPS of $0.42 and non-GAAP diluted EPS of $0.46, slightly above last year’s non-GAAP level.

For full year 2025, revenue was $370.5 million, down 6% from 2024, while GAAP net income declined to $93.8 million from $181.3 million, reflecting lower operating margins and the absence of a one-time $55.1 million tax benefit recorded in 2024. Non-GAAP diluted EPS fell to $1.60 from $1.76.

GAAP gross margin eased to 79% in 2025 from 80%, and non-GAAP operating margin slipped to 26% from 33%, mainly due to higher sales and marketing expenses. The company ended 2025 with $555.3 million in cash, marketable securities and short-term deposits and returned $127.4 million through share repurchases, while noting record European revenue and that operations have not been materially affected to date by the situation in Israel.

InMode Ltd. filed a report highlighting that it is evaluating potential strategic alternatives following recent market speculation and transaction rumors. This includes consideration of a publicly announced, non-binding proposal by Steel Partners Holdings L.P. to acquire 51% of InMode’s outstanding shares.

The board previously formed a committee of independent directors to oversee the review. The committee has hired independent legal and financial advisors and will assess any matters presented to it, including proposals involving third parties or company management and their affiliates. InMode cautions there is no assurance the review will lead to any transaction or other outcome and does not plan to provide further updates unless required by law or regulation.

InMode Ltd. furnished a Form 6-K announcing it issued a press release with third quarter 2025 financial results (attached as Exhibit 99.1) and provided an update on ongoing litigation.

The company reported that a securities class action remains pending in the U.S. District Court for the Central District of California. On September 12, 2025, the Court dismissed 19 of the 24 statements identified by plaintiffs and granted leave to replead. Plaintiffs filed a second amended complaint on October 14, 2025, and the company intends to file a motion to dismiss. InMode states it cannot estimate a range of loss, if any, from this matter and has not recorded a liability. The defendants continue to deny the allegations and plan to vigorously defend the case.