Insider Moshe Mizrahy boosts InMode (NASDAQ: INMD) stake to 7.06% amid buybacks

Rhea-AI Filing Summary

Moshe Mizrahy has updated his Schedule 13D filing for InMode Ltd., reporting beneficial ownership of 4,299,226 ordinary shares, or 7.06% of the company’s outstanding stock. This reflects both his recent share purchases and InMode’s share repurchase activity.

Over the last 60 days, Mizrahy bought 800,000 InMode shares in multiple open‑market transactions for an aggregate purchase price of about US$10.7 million, using only personal funds with no borrowing or outside financing. During a similar period, InMode repurchased approximately 2.9 million shares, reducing shares outstanding from 63,358,750 as of December 31, 2025 to 60,922,346 as of this amendment’s date, which together led to a material increase in Mizrahy’s ownership percentage.

Insights

Equity ownership & governance analyst

InMode’s founder-level holder increases stake as buybacks shrink float.

The amendment shows Moshe Mizrahy now beneficially owns 4,299,226 ordinary shares, or 7.06% of InMode. He acquired 800,000 shares in recent open market transactions, paying about US$10.7 million in personal funds without leverage.

Separately, InMode repurchased about 2.9 million shares, reducing shares outstanding from 63,358,750 to 60,922,346. The combination of buybacks and insider purchases raises Mizrahy’s percentage stake. The filing frames this as a material change in ownership, which may matter for investors tracking large holders and potential governance influence.

Key Figures

Beneficially owned shares: 4,299,226 shares Ownership percentage: 7.06% Shares outstanding: 60,922,346 shares +4 more

7 metrics

Beneficially owned shares 4,299,226 shares Ordinary shares beneficially owned by Moshe Mizrahy

Ownership percentage 7.06% Percent of InMode ordinary shares outstanding

Shares outstanding 60,922,346 shares InMode ordinary shares outstanding as of April 9, 2026

Recent shares acquired 800,000 shares Shares bought by Mizrahy in last 60 days

Aggregate purchase price US$10.7 million Total paid by Mizrahy for 800,000 shares, including commissions

Issuer share repurchases 2.9 million shares InMode shares repurchased from March 13, 2026 to amendment date

Prior shares outstanding 63,358,750 shares InMode ordinary shares outstanding as of December 31, 2025

Key Terms

beneficial ownership, open market transactions, aggregate purchase price, personal funds, +2 more

6 terms

beneficial ownership financial

"update certain information with respect to the beneficial ownership of Ordinary Shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

open market transactions financial

"acquired 800,000 Shares of the Issuer in multiple open market transactions"

Open market transactions are the buying and selling of a company’s shares or other securities conducted on public exchanges or through the wider market rather than through private deals or negotiated placements. They matter to investors because these trades change supply and demand in real time—like shoppers affecting a store’s inventory—and so can move prices, signal management or investor sentiment, affect liquidity, and alter ownership stakes that influence future returns and risk.

aggregate purchase price financial

"for an aggregate purchase price of approximately US$10.7 million, including commissions"

The aggregate purchase price is the total amount a buyer pays to acquire a company, assets or securities, including the headline payment plus any assumed debt, fees, taxes and contractually required adjustments. It matters to investors because it shows the true cost of a deal and how much value must be realized after the sale — like knowing the full price of a house once you add closing costs, repairs and outstanding mortgage obligations.

personal funds financial

"The source of funds for the purchase of such Shares of the Issuer was the personal funds of the Reporting Person."

repurchase activity financial

"resulting from the Issuer's recent repurchase activity, combined with the additional purchases"

Schedule 13D regulatory

"previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

InMode Ltd.

(Name of Issuer)

Ordinary Shares, par value NIS 0.01 per ordinary share

(Title of Class of Securities)

M5425M103

(CUSIP Number)

Anna T. Pinedo
Mayer Brown LLP, 1221 Avenue of the Americas
New York, NY, 10020
(212) 506-2500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/31/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): M5425M103

1

Name of reporting person

Moshe Mizrahy

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,299,226.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,299,226.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,299,226.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.06 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

*This calculation is based on 60,922,346 ordinary shares of the Issuer outstanding as of April 9, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, par value NIS 0.01 per ordinary share
(b)	Name of Issuer: InMode Ltd.
(c)	Address of Issuer's Principal Executive Offices: Tavor Building, Sha'ar Yokneam, P.O. Box 533, Yokneam, ISRAEL , 2069206.
Item 1 Comment: This Amendment No 3. to the Schedule 13D filed by the undersigned on January 16, 2025, as amended by Amendment No.1 thereto filed on March 13, 2025 and Amendment No. 2 thereto filed on March 9, 2026 (as amended, the "Schedule 13D"), is hereby filed to update certain information with respect to the beneficial ownership of Ordinary Shares (the "Shares") of InMode Ltd., an Israeli company (the "Issuer"), by Moshe Mizrahy (the "Reporting Person").
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information: During the last 60 days, the Reporting Person acquired 800,000 Shares of the Issuer in multiple open market transactions for an aggregate purchase price of approximately US$10.7 million, including commissions, as further disclosed in Item 5(c) of this Schedule 13D, which is incorporated by reference herein. The source of funds for the purchase of such Shares of the Issuer was the personal funds of the Reporting Person. No part of the purchase price was represented by borrowed funds or other consideration obtained for the purpose of acquiring, holding, trading, or voting the securities, and there were no loans or financing arrangements involved in the transaction, with no other parties providing funds or consideration.
Item 5.	Interest in Securities of the Issuer
(c)	Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following information: The transactions by the Reporting Person in the Shares of the Issuer during the past 60 days are set forth in Annex A to this Schedule 13D. This Amendment is being filed because the reduction in shares outstanding resulting from the Issuer's recent repurchase activity, combined with the additional purchases effected by the Reporting Person subsequent to the Schedule 13D filed by the Reporting Person on March 9, 2026 (the "Prior Filing"), together represent a material increase to the Reporting Person's ownership percentage of the Issuer's outstanding Shares. The Issuer repurchased approximately 2.9 million Shares during the period from March 13, 2026 through the date of this filing, decreasing the number of outstanding Shares from 63,358,750 reported as of December 31, 2025 to 60,922,346 as of the date of this filing. The transactions set forth in Annex A include those transactions that were previously reported on the Prior Filing, which we have identified by each such transaction. In addition, Annex A includes the additional purchases of Shares effected by the Reporting Person subsequent to the Prior Filing, which also are identified in Annex A. The Reporting Person notes that such additional purchases were previously disclosed on a Form 3 filed by the Reporting Person with the Securities and Exchange Commission on March 18, 2026. Except as otherwise disclosed herein, the Reporting Person has not effected any transaction in the Shares in the last 60 days.
Item 7.	Material to be Filed as Exhibits.
	Annex A: Schedule of Transactions.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Moshe Mizrahy

Signature:	/s/ Moshe Mizrahy
Name/Title:	Moshe Mizrahy
Date:	04/09/2026

FAQ

How many InMode (INMD) shares does Moshe Mizrahy now beneficially own?

Moshe Mizrahy now beneficially owns 4,299,226 InMode ordinary shares, representing 7.06% of the company’s outstanding stock. This figure reflects both his recent open market purchases and InMode’s share repurchases that reduced the overall share count.

What percentage of InMode (INMD) does Moshe Mizrahy’s 13D/A report show?

The amended filing reports that Moshe Mizrahy owns 7.06% of InMode’s ordinary shares. This percentage is based on 60,922,346 shares outstanding as of April 9, 2026, and incorporates both his new purchases and the company’s recent buyback activity.

How many InMode (INMD) shares did Moshe Mizrahy recently buy and for how much?

Over the last 60 days, Moshe Mizrahy acquired 800,000 InMode shares in multiple open market transactions. He paid an aggregate purchase price of approximately US$10.7 million, including commissions, funding the entire amount with his personal funds without borrowing.

Did InMode (INMD) conduct share repurchases mentioned in this 13D/A?

Yes. InMode repurchased approximately 2.9 million shares between March 13, 2026 and the amendment date. This buyback reduced shares outstanding from 63,358,750 as of December 31, 2025 to 60,922,346, contributing to an increase in Moshe Mizrahy’s ownership percentage.

Why was this Schedule 13D/A amendment for InMode (INMD) filed?

The amendment was filed because Moshe Mizrahy’s ownership percentage experienced a material increase. That change reflects both his additional open market purchases of InMode shares and the company’s recent repurchase activity, which together raised his stake to 7.06% of outstanding shares.

How were Moshe Mizrahy’s recent InMode (INMD) share purchases financed?

His recent purchases were financed entirely with personal funds. The filing states that no part of the purchase price was represented by borrowed funds, loans, financing arrangements, or other parties providing consideration for acquiring, holding, trading, or voting the InMode securities.