Steel Partners Urges InMode Shareholders to Vote AGAINST the Re-Election of Dr. Hadar Ron and AGAINST Extraordinary Special Committee Compensation at the July 30 Annual General Meeting

Believes Dr. Ron’s Financial Ties and More Than Two Decades of Intertwined Business Interests with CEO Moshe Mizrahy Render Her Unable to Exert Independent Oversight

Special Committee Did Not Accomplish Anything and Now Seeks Pay Exceeding the Company’s Own Compensation Policy

Shareholders Need to Send a Strong Message to the Board That They Must Engage with Potential Acquirers Other Than CEO Mizrahy

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 InMode shareholders urging them to vote AGAINST Proposal 1 and AGAINST Proposal 4 at the Company’s July 30, 2026 Annual General Meeting. The full text of the letter is below.

July 28, 2026

Dear Fellow InMode Shareholders:

Steel Partners is a significant, long-standing shareholder of InMode. We invested because we believe in this Company, which owns market-leading technology and brands, generates strong margins and operates in end markets that we believe will grow for years to come. That potential is exactly why we remain so frustrated by the remarkably poor corporate governance and oversight displayed by the Company’s Board of Directors, which has resulted in deteriorating operating results and a declining share price. We continue to advocate on behalf of shareholders to bring best practices to InMode. If the Company will not reschedule the Annual General Meeting currently slated for July 30, 2026 to give shareholders a real voice in the future of InMode, then we have no choice but to vote all of our shares AGAINST the proposals described below and we urge our fellow shareholders to do the same.

Specifically, Proposal 1 asks you to re-elect Dr. Hadar Ron as a purportedly independent director for another three years. Proposal 4 asks you to approve NIS 643,080 (approximately $212,000) in extraordinary compensation for a Special Committee whose work produced nothing for shareholders. The Board needs to hear a strong message from shareholders against this insular form of governance that has produced no return. We urge you to vote AGAINST both proposals.

Dr. Ron Is Not Independent

Based on the Company’s own published director biographies and other public records, Dr. Ron and Mr. Mizrahy sit or have sat together in at least six boardrooms: InMode’s today, and those of G.I. View Ltd., SipNose Ltd., Home Skinovations Ltd., Pet Novations Ltd. and Peri-Ness Technologies Ltd.¹ Home Skinovations is a company Mr. Mizrahy led as chief executive and chaired until at least 2025.² Mr. Mizrahy reportedly remains a significant owner, and it reportedly has transacted with InMode itself, including acquiring Home Skinovations assets in February 2022, with aggregate consideration for assets and services of over $3.6 million over the past ten years.³ And who approved these transactions? That would be Dr. Hadar Ron, member of the Audit & Investment Committee and conveniently herself a member of the Board of Directors of Home Skinovations.

The relationship runs deeper than shared boards. Dr. Ron’s venture firm, Israel Healthcare Ventures, was reportedly an early backer of Mr. Mizrahy’s prior company, Syneron, an investment we believe helped make the firm’s name in Israeli venture capital.⁴ Her firm has invested in multiple other Mizrahy ventures.⁵ For more than two decades, her professional success and Mr. Mizrahy’s have been intertwined. A director whose career was built alongside the CEO, and whose outside business interests still overlap with his, cannot be independent of that CEO.

Now consider the roles InMode has handed her. Dr. Ron chairs the Compensation, Nominating and Corporate Governance Committee, the very body that nominated her for re-election and that oversees Mr. Mizrahy’s pay. She sits on the Audit Committee. She sits on the Special Committee now evaluating acquisition proposals, including the one submitted by Mr. Mizrahy’s own group.⁶ This Board is now deciding who will own your Company and at what price. A director bound to the CEO by money and history cannot sit in judgment of a transaction that would deliver the Company to him at a low valuation. Re-electing Dr. Ron for three more years (especially when annual director elections are the norm at most U.S.-listed companies) entrenches a conflicted director at exactly the moment genuine independence matters most.

Notably, leading proxy advisory firm Glass, Lewis & Co. (“Glass Lewis”) issued a report recommending that shareholders vote AGAINST Dr. Ron, dubbing her an “Affiliate/Insider” and observing that the “Board is not sufficiently independent.”⁷

InMode’s Board was Built by and for Mr. Mizrahy

Dr. Ron is not an isolated case. Mr. Nadav Kenneth is reported to have co-founded Qrative Ltd. (also known as InventiveIP) and served as its CEO from 2009 to 2022, while Mr. Mizrahy reportedly served as its chairman, a relationship the Company has never disclosed.⁸ Further, United States Patent and Trademark Office records list Mr. Kenneth and Mr. Mizrahy as co-inventors on at least one patent assigned to Qrative.⁹ Mr. Mizrahy was forced to step back from serving as Chairman of the board after shareholders voted his dual role as CEO and chairman down in April of 2024.^10,11 At the same April meeting where Mr. Mizrahy’s dual role was struck down by shareholders, Mr. Kenneth, Mr. Mizrahy’s longtime business partner and patent co-inventor, joined the InMode board as a new “independent” director, with none of the previous connections disclosed.¹²

Next, when Chairman Michael Anghel departed on May 5, 2026, shareholders did not choose his successor. The Board did. It appointed Dr. Shlomo Nass just two weeks later, on May 19, and handed him the chairmanship, the Audit Committee chair and a compensation committee seat that same day.¹³ You will not get to vote on him until 2027. Public records show both men served on the board of Partner Communications, and Dr. Nass lectures in the Tel Aviv University executive program Dr. Anghel chaired.¹⁴ The chairman’s seat passed from one insider circle to another, entirely behind closed doors.

As we have stated on multiple prior occasions, we believe Mr. Mizrahy is a controlling shareholder of InMode under Israeli law. Just look at the composition of the Board. Besides Mr. Mizrahy, there are four members of the InMode Board of Directors: 1) Dr. Michael Kreindel, his co-founder and the Company’s current CTO, 2) Dr. Ron, who has invested in his ventures and served alongside him across at least six boardrooms spanning nearly 20 years and has been alongside him in at least ten years’ worth of significant related party transactions, 3) Mr. Kenneth, partner in at least one business with Mr. Mizrahy, and 4) Dr. Nass, the recently appointed Chairman and a long-time associate of the outgoing Chairman whose seat he filled. A board drawn from the CEO’s own network cannot be independent. It further cements his control and leaves little room for unbiased decision making.

The Special Committee’s Extraordinary Compensation Is Meritless

The Company’s proxy statement also asks you to vote in favor of paying each member of the prior Special Committee NIS 214,360 on top of the annual fees they already receive as directors. The Company concedes in its own proxy statement that this compensation exceeds the limits of its own Compensation Policy.¹⁵ Further, one third of the proposed compensation is slated to go to Dr. Anghel, who left the Board in May. Shareholders are being asked to approve bonus pay for a departed director!¹⁶

The Company’s justification is quantity divorced from quality: it cites 46 meetings between November 2025 and February 2026.¹⁷ But directors are not lawyers billing hours. They are paid to deliver outcomes. What did those 46 meetings produce? The Committee rejected every proposal it received and sent shareholders away with nothing. They did not change the Company’s strategy or governance. They did not restructure management. The stock then drifted down below $13.00 before Mr. Mizrahy surfaced with his own low-ball bid. That record does not merit a bonus. Directors are already compensated for doing their jobs. They should not be paid a premium for a process that failed.

Shareholders should also remember that this Board has already shown a willingness to disregard shareholder views on compensation. After shareholders rejected the Company’s Compensation Policy in 2024, the Board’s Compensation Committee re-approved the same policy shareholders rejected, while acknowledging that the requisite shareholder majority had not been achieved.¹⁸ This Board has already overridden one shareholder rejection on compensation. Shareholders should question whether this year’s vote is anything more than a formality.

It Is Time for Shareholders to Make Their Voices Heard

We remain very concerned that this conflicted and insular board will find an excuse to deliver the Company to Mr. Mizrahy and his partners without conducting a transparent and open process. Since the Company’s IPO, this Board has acted with blind support for Mr. Mizrahy even as he has continually demonstrated an inability to prioritize shareholder interests. He has shown no desire to work within a public company construct and, we believe, would like nothing better than to acquire InMode at a cut-rate price, brought about by his own actions, and deprive shareholders of participating in the future recovery of the business.

InMode has real value worth fighting for, and it belongs to its shareholders. On July 30, your vote can start restoring the accountability this boardroom has lost.

We urge you to vote AGAINST Proposal 1 and AGAINST Proposal 4 at the upcoming Annual General Meeting. If you have already voted your shares, you can still change your vote.

Thank you for your support.

Sincerely,

Warren Lichtenstein

Executive Chairman

Steel Partners Holdings L.P.

Contacts

Longacre Square Partners

[email protected]