Steel Partners’ $18 Per Share Bid for 51% of InMode Signals Push for Change After Years of Underperformance

Public $18 Offer Marks a 29% Premium—and Highlights Concerns

Steel Partners Holdings L.P. has gone public with a proposal to buy a controlling 51% stake in InMode Ltd. (NASDAQ: INMD) for $18.00 per share. The offer, revealed directly to InMode shareholders via an open letter, represents a 29% premium to the company’s pre-rumor closing price on January 23, 2026. Steel Partners says its bid is fully funded and seeks to address what it calls 'abysmal' returns and persistent guidance cuts at the Israel-based medical aesthetics company.

Years of Lagging Returns and Strategic Frustrations Under Scrutiny

The heart of Steel’s argument is straightforward: InMode stock has underperformed not just in the past year, but across one-, three-, and five-year periods. According to data shared in the acquisition letter, total shareholder return (TSR) has eroded significantly during each timeframe. For investors, this reflects an extended period of strategic missteps and missed expectations.

Steel’s offer letter further criticizes InMode’s capital allocation—pointing out that the company’s $532.3 million cash pile (as of Q3 2025) equates to nearly half its market capitalization. Despite this, management has not leveraged its cash reserves to benefit shareholders through buybacks or dividends. Compounding these frustrations, management has revised guidance downward in seven out of the past nine quarters, according to Steel’s analysis. For shareholders, these cuts may raise questions about leadership and the company’s strategy.

Proposal Promises Immediate Value—and a Shift in Strategic Direction

Steel Partners, holding about 1.3% of InMode shares, argues that its controlling offer would give shareholders immediate cash upside alongside a chance to participate in InMode’s turnaround. The firm says its approach will emphasize commercial effectiveness, better capital allocation, and potential for strategic M&A—all areas it suggests InMode has lagged.

Steel Partners’ proposal carries no financing contingency, aiming to remove deal uncertainty. If successful, Steel is positioning itself to drive changes it says are necessary for long-term value creation, including operational discipline, product innovation, and possibly broader market expansion in partnership with InMode’s management team.

What’s Next for InMode Investors?

With InMode management so far declining to engage—and guidance recently cut again—shareholder attention is likely to focus on both the offer’s credibility and the board’s response. Steel has indicated it could bring the proposal directly to shareholders if current leadership does not cooperate. For investors, the next moves by InMode’s leadership may be just as critical as the bid itself.

With activist attention and public scrutiny intensifying, InMode’s response to Steel Partners’ challenge will likely shape the strategic narrative for 2026. Investors may want to monitor both parties’ statements and any coming developments in capital allocation or potential deal talks for signs of realignment—and possible turnaround—at InMode.

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