Steel Partners Holdings L.P. Issues Letter to InMode Ltd. Board of Directors Regarding the Company’s Persistent and Egregious Governance Failures

Questions Whether Management is Steering Reported Results to Fit the CEO’s Lowball Bid

Demands the Group Led by CEO Moshe Mizrahy Cure Its Disclosure Deficiencies

Calls on the Board to Reschedule the Annual General Meeting to Allow Shareholders to Review Full Record and Bring Their Own Resolutions

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”) (Nasdaq: INMD), today issued a letter to the Board of Directors (the “Board”) of the Company. The full text of the letter is below.

July 16, 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:

As you know, Steel Partners Holdings L.P. (together with its affiliates, “Steel”) is a significant, long-standing shareholder of InMode Ltd. We are writing to you to comment on recent events surrounding the Company and the actions taken by those in control.

On July 13, the Company released preliminary second quarter revenue figures. In contrast to historical preliminary announcements, including the one issued just one quarter ago, this press release provided no margin or profitability figures of any kind. The press release then announced that there will be no earnings conference call, no webcast, and no investor meetings. The stated reason is the Special Committee’s ongoing “evaluation of strategic proposals.”

Shareholders are aware of a going-private offer from their own CEO, a superior competing offer from Steel, and are being asked to vote on directors at the upcoming Annual General Meeting (the “AGM”). At precisely the moment they need the most information, management has chosen to give them the least. Canceling all investor communication deprives shareholders of the ability to understand what is happening inside the Company and allows management to avoid answering for it. We do not believe that obfuscation is an effective investor relations strategy.

The Timing of the Silence

The Board should ask itself why management has gone quiet, and we believe the patterns observed over the past five months point to an uncomfortable answer.

In late February and early March, Mr. Mizrahy bought roughly 800,000 shares of stock on the open market. On May 6, the Company guided to $73 to $78 million of 2026 non-GAAP income from operations. The stock did not respond.

Five weeks later, on June 15, Mr. Mizrahy proposed to acquire the entire Company. In a public communication, he based his valuation on $65 million of adjusted EBITDA¹, well below his own Company’s standing guidance. He claimed that figure was “based on publicly available information.” We have seen no such information.

When Mr. Mizrahy was buying shares, the Company’s disclosed results were meant to buoy the stock. Now that he wants to buy the entire Company at the lowest possible price, will reported earnings conveniently drift down toward his $65 million figure? Shareholders will find out on August 5. The Company just reiterated its full-year revenue guidance yet declined to say anything about profitability. If margins and operating income suddenly deteriorate toward the number in Mr. Mizrahy’s offer letter, the Board will need to explain why the CEO’s private number, which he disclosed only in his own personal communication, proved more accurate than the Company’s own public guidance.

Mr. Mizrahy Is a Controlling Shareholder Under Israeli Law

We believe Mr. Mizrahy is a controlling shareholder of InMode under Israeli law. His control does not rest on his share count alone. It flows from the combination of his ownership, his control of the Board, and his position as Chief Executive Officer and director.

That status carries consequences. Israeli law imposes heightened requirements on any transaction between a company and its controlling shareholder, including approval by a genuinely independent committee and by a special majority of disinterested shareholders. It also raises serious questions about whether the Company has complied with these provisions throughout its history. These protections exist precisely because a controlling shareholder can shape the very process that is meant to check him.

This background is directly relevant when assessing the composition and actions of the “Special Committee.” Two of its purported independent members have financial and business ties to Mr. Mizrahy, as we detailed in our July 9 letter. A committee cannot negotiate at arm’s length with a man with whom multiple of its members share outside business ventures. Some of those outside ventures transact with InMode itself. Any process this committee runs, and any outcome it blesses, will be tainted from the start.

The Disclosure Failures Continue

Mr. Mizrahy and his group have repeatedly failed to disclose material information about their ownership that securities law requires. Steel has raised these deficiencies with the Company’s counsel over the past several months. The filings remain deficient today.

Shareholders have a right to know the prices, quantities, and dates at which Mr. Mizrahy has bought and sold InMode’s stock while leading the Company. Other members of MN Business Strategy have disclosed almost nothing about their ownership positions, including their cost basis and dates of purchase. Basic questions about the group itself also remain unanswered. What are the relationships among these parties? Have they conducted business together outside of InMode? When was this plan hatched, and what impact will it have on the Company and its operations if this group does not ultimately succeed in acquiring the Company?

Rescheduling the Annual General Meeting

Shareholders will soon be asked to elect a director and approve Company resolutions at InMode’s Annual General Meeting on July 30, 2026. They deserve the opportunity to have all the facts before they vote – especially before being asked to support a purported “independent” director whose independence is clearly flawed. Shareholders must be provided with complete and corrected ownership disclosures from Mr. Mizrahy’s group, second quarter results with actual profitability figures and answers to the questions raised above. The AGM must be rescheduled until such time as the shareholders have the opportunity to consider all these facts, and to permit shareholders to nominate and elect truly independent directors.

Every Company development over the past few months has deepened our concerns rather than eased them. We know that InMode has tremendous value that is not showing up in its current performance. The Company has gone silent, the disclosures remain deficient and a conflicted committee continues to sit in judgment of a conflicted deal. What’s more, the Board has not responded to our proposal to acquire the Company with any questions or requests for further details – which indicates to us that they may not be conducting a truly unbiased evaluation of the proposals in hand with the aim of securing maximum value for shareholders.  

We reiterate each of the demands in our July 9 letter. If the Board remains on its current course, Steel will continue to pursue all available remedies before the U.S. Securities and Exchange Commission, the Israel Securities Authority and elsewhere to protect shareholders.

Respectfully,

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

____________________________ ^1 The manner in which the Company calculates “non-GAAP income from operations” and the way that investors typically calculated adjusted EBITDA are identical.