Steel Partners Holdings L.P. Issues Letter to InMode Ltd. Board of Directors Highlighting Serious Concerns with Value Destructive CEO-Led Buyout Proposal

Warns Board Against Accepting Conflict-Ridden Proposal of $16.20 Per Share, Which Falls Well Below Bids of $18.00+ Per Share that Were Previously Rejected

Questions Whether CEO Mizrahy’s Recent Comments Expressing Pessimistic View of the Company’s Performance Were Designed to Condition the Market for His Group’s Low Offer

Calls on Company to Hire a Truly Independent Investment Bank and Run a Real Process – Free from Mr. Mizrahy’s Interference – to Obtain Maximum Value for All Shareholders

NEW YORK--(BUSINESS WIRE)--Steel Partners Holdings L.P. (together with its affiliates, “Steel”), a significant, long-standing shareholder of InMode Ltd. (“InMode” or the “Company”), today issued a public letter to the Board of Directors (the “Board”) of the Company. The full text of the letter is below.

June 30, 2026

VIA ELECTRONIC MAIL

InMode Ltd.
Tavor Building, Sha’ar Yokneam
P.O. Box 533
Yokneam 2069206 Israel
Attention: The Board of Directors

Dear Members of the Board of Directors (the “Board”):

Steel Partners Holdings L.P. (together with its affiliates, “Steel”) is a significant, long-standing shareholder of InMode Ltd. (“InMode” or the “Company”). We write in response to the take-private proposal from M.N. Business Strategy, Ltd. (“MN Business Strategy”), a group led by your own Chief Executive Officer, Moshe Mizrahy. Given Mr. Mizrahy’s continued disregard for the U.S. securities laws described below, a copy of this letter is being provided to the U.S. Securities and Exchange Commission (the “SEC”).

Let us be direct. What we have seen at InMode over the last six months is a series of disastrous governance failures that have created a situation wherein its own CEO may be able to acquire the Company at a price below what the Board previously rejected. Allowing this to happen would be a travesty for shareholders.

Months ago, this Board ran a strategic review, solicited bids, and rejected them as too low. Steel itself offered shareholders $18.00 per share on January 28, 2026, for 51% of the Company, a 29% premium to the unaffected price of $13.95, yet your purported “special committee” never substantively responded. You held out for more. Therefore, we must ask how you can explain to your shareholders why you are now prepared to entertain a $16.20 per share proposal from your own CEO, below Steel’s prior offer and below the value this Board led shareholders to believe was inadequate. A management group offering less than an outside bidder is not maximizing shareholder value, and the fact that Mr. Mizrahy believes he has any chance of acquiring the Company at this price points to serious conflicts inside the boardroom and a profound disregard for independent shareholders’ best interests.

What makes matters worse is Mr. Mizrahy appears to have knowingly paved the way for his low-ball bid. After bids at or above $18.00 were turned away, Mr. Mizrahy spent months publicly managing expectations downward — guiding to a “flat” 2026, warning of “pressure on margins,” and publicly disparaging your own retained banker, Bank of America, for doing a “lousy job.” In a January 29, 2026 message to employees, he called InMode a “family” that is “not for sale” — while your strategic review was still ongoing. At the April 13, 2026 Needham conference, he recited granular, non-public detail about the supposedly “independent” process — the number of parties contacted, NDAs signed, presentations held, and bids received, each dismissed as “too low.” Those remarks are flatly inconsistent with his February 10, 2026 representation to investors that “management is not fully involved in this process.”

Mr. Mizrahy plainly had his hands all over this process. A CEO, director and a controlling shareholder who tells the market the Company is not for sale during a sales process and depresses sentiment ahead of his own bid is acting without any regard for basic corporate governance. Instead, he seems focused only on personal gain.

His conduct following the conclusion of the “strategic alternatives process” can now be clearly understood as part of the pattern of self-dealing at the expense of the Company’s shareholders that has culminated in this offer. While telling the world the Company was not for sale, Mr. Mizrahy was buying it. Schedule 13D filings show he accumulated roughly 800,000 shares in open-market purchases between February 24 and March 10, 2026 — in the narrow window surrounding material corporate events, including the March 13, 2026 buyback announcement that moved the stock nearly 6%. These purchases are consistent with trading while in possession of material non-public information and with usurpation of a corporate opportunity belonging to the Company and all of its shareholders. He then withheld the basic transaction detail the securities laws require, furnishing it only after Steel — not this Board — forced the issue. The Board was, or should have been, fully informed of these purchases, yet made no attempt to pursue the prompt, independent investigation its fiduciary duties require.

If Mr. Mizrahy wanted to own InMode, he could have competed in the open process like any other bidder. Instead, he watched where bids landed, let them die, bought stock for himself, enlisted the Company’s own manufacturer and distributor as partners, and now relies on a Board he plainly considers friendly, and which appears to be under his control, to wave it through. That he could expect such a reception is itself an indictment of this Board.

The composition of the buyer group deepens our concerns. Alongside Mr. Mizrahy, the Company’s CEO, the group includes Jeffrey Royer, principal owner of Medimor, InMode’s main manufacturing facility, and Messrs. Eghiayan and Avedissian, the owners of Wigmore Medical, InMode’s UK distributor. A consortium of the Company’s chief executive, its manufacturer, and its distributor bidding together for the whole Company presents acute conflict-of-interest, corporate-opportunity, and related-party concerns. The group even states it needs no further diligence, an open acknowledgment that this bid runs on inside knowledge public shareholders lack, and while it claims “no financing contingency,” its public filing discloses only a preliminary, non-binding term sheet from Bank Leumi and equity “from internal sources” — financing plainly not committed.

Compounding all of the foregoing, this Board cannot credibly evaluate a Mizrahy-led proposal as currently composed. We believe that under Israeli law Mr. Mizrahy is a “controlling shareholder” of InMode, which means his proposal is not a true arm’s-length offer. As a controlling shareholder, any transaction with his group cannot lawfully proceed without approval by a duly constituted independent committee, followed by approval of a special majority of the non-interested shareholders. Unfortunately, two of the three directors the Company designates as “independent” are anything but. Ms. Hadar Ron serves on the board of Home Skinovations Ltd., a company chaired and significantly owned by Mr. Mizrahy that transacts with InMode, and her venture firm has reportedly invested in multiple Mizrahy-related ventures. Mr. Nadav Kenneth is reported to have co-founded and led Qrative/InventiveIP alongside Mr. Mizrahy, a relationship that does not appear in the Company's own proxy materials. Directors with these ties cannot sit in judgment of a transaction that would deliver the Company to Mr. Mizrahy. Worse, these same conflicts call into question the legitimacy of the prior special committee: if directors tied to Mr. Mizrahy participated in or approved the outcome of the earlier strategic review while holding undisclosed personal interests, then that process was compromised from the start.

Frustratingly, according to the Schedule 13D, the MN Business Strategy proposal was delivered on June 15, 2026, and according to the Company's own announcement, the Board received it on June 17, 2026. In either case, the proposal was in hand before the Company issued the notice of its upcoming Annual General Meeting (the “AGM”) materials on June 18, yet shareholders were not told about it until June 24 – one day before the deadline for eligible shareholders to add items to the AGM agenda. That sequence stripped shareholders of their rights while a live management-led bid was on the table, and tainted the AGM along the way.

Accordingly, Steel calls upon the Board to immediately take the following steps:

1. Retain a truly independent investment bank. Engage a nationally recognized advisor with no prior or existing relationship with Mr. Mizrahy, MN Business Strategy, or management to design and run a full, fair, and open sale process.
2. Form a genuinely independent special committee of directors. The committee must consist solely of directors who are truly independent and disinterested, excluding any director with relationships or personal interests involving Mr. Mizrahy, MN Business Strategy, or any member of the buyer group, and must be advised by independent legal and financial counsel not previously engaged by the Company or Mr. Mizrahy. It must also retain separate independent Israeli counsel to determine immediately whether Mr. Mizrahy is a controlling shareholder, whether InMode has improperly relied on the Israeli relief regime for foreign-listed companies, and whether prior committees and Board actions require re-examination, ratification, or reapproval. Its membership and advisors must be disclosed publicly.
3. Run a real process, free of Mr. Mizrahy’s interference. Engage all credible bidders on an equal footing. Steel reiterates its interest in acquiring all or part of the Company and stands ready to engage immediately.
4. Require Mr. Mizrahy to step down as CEO for the duration of the process. Because of his significant conflicts, as well as his controlling position over the Company, Mr. Mizrahy should step down, or take a leave of absence, while any process is pending, and he must be fully recused from all Board, management, advisor, diligence, and information-flow matters relating to the process, so he cannot influence the committee, management, advisors, potential bidders, or the flow of information.
5. Halt all share purchases by the group and investigate related-party dealings. Mr. Mizrahy and every member of MN Business Strategy should immediately stop acquiring Company securities while any process is pending. The newly constituted independent committee should then open a prompt, independent investigation into the insider-trading, front-running, corporate-opportunity, and related-party questions that should have been examined months ago, including whether the continuing relationships between InMode and the group’s manufacturer and distributor participants require separate review or approval under Israeli law.
6. Remove resolutions from the upcoming AGM. All resolutions received by the Company’s faulty Audit Committee, including any suggested payments to the purported “special committee,” should be removed, and the AGM should be reconvened in a manner that allows eligible shareholders time to bring new resolutions.

This Board still has the opportunity to do its job. We urge you to take it, and to act in the interests of all shareholders — not those of the Chief Executive Officer to whom many of you appear beholden.

A copy of this letter is being provided to the SEC, and we intend to continue our engagement with the SEC and the Israel Securities Authority concerning the matters raised herein. Nothing in this letter shall be construed as a waiver of any rights, remedies, claims, or positions of Steel or its affiliates, all of which are expressly reserved.

Sincerely,

Warren G. Lichtenstein
Executive Chairman
Steel Partners Holdings L.P.