SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

INMODE LTD.

(Exact name of registrant as specified in its charter)

Tavor Building, Sha’ar Yokneam

P.O. Box 533

Yokneam 2069206 Israel

 

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒      Form 40-F ☐ 

 

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes ☐      No ☒ 

Results of Operations and Financial Condition

On May 6, 2026, InMode Ltd. (the “Company”) announced its first quarter 2026 financial results. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Departure of Chairman; Resignation of Chief Financial Officer

Effective on May 5, 2026, Dr. Michael Anghel resigned from the Company’s Board of Directors (the “Board”). Dr. Anghel’s decision to resign did not result from any disagreement with the Company, its management or the Board on any matter relating to the Company’s operations, policies or practices. Dr. Anghel expressed his appreciation for his fellow directors, management and the Company and conveyed his best wishes for their continued success.

Dr. Hadar Ron was appointed Interim Chair of the Board, effective immediately.

On May 5, 2026, Yair Malca resigned from his position as Chief Financial Officer of the Company and its subsidiary Invasix, Inc., a Delaware corporation, effective immediately. The Company and the Board are grateful to Mr. Malca for his service. Mr. Malca’s departure is not the result of any disagreement with the Company on any matter relating to its financial statements, internal control over financial reporting, operations, policies or practices.

Mr. Malca will serve as a consultant to the Company, providing services for a period of at least six months (the “Transition Period”) in order to ensure an orderly transition. During the Transition Period, Mr. Malca will receive his full salary, including insurance and fringe benefits.

Share Repurchase Plan

On March 13, 2026, our Board authorized the repurchase of up to 10% of the Company’s outstanding ordinary shares, par value NIS 0.01 per ordinary share (“Ordinary Shares”), in accordance with the terms of Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or pursuant to an accelerated share repurchase program.

The Company’s Chief Executive Officer and Chief Financial Officer were authorized by the Board to cause the Company to repurchase, from time to time, in the open market or otherwise, Ordinary Shares in quantities, at such prices, in such manner and on such terms and conditions as determined to be in the best interests of the Company.

As of March 31, 2026, the Company repurchased 2.55 million shares at an average price per share of $13.65.

Restricted Stock Unit Share Withholding

From time to time, the Company may grant restricted stock units (“RSUs”) or other incentives pursuant to the terms of the Company’s 2018 Incentive Plan (the “Plan”). We withhold a number of Ordinary Shares associated with net share settlements to cover tax withholding obligations upon the vesting of RSU awards granted under the Plan. During the first quarter of 2026, we withheld 126,035 Ordinary Shares for a total value of approximately $1.80 million through net share settlements.

Legal Proceedings

From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of business. On February 14, 2024, a purported shareholder of the Company filed a putative shareholder class action (the “Securities Class Action”) in the United States District Court for the Central District of California (the “Court”), captioned Cement Masons and Plasterers Local No. 502 Pension Fund v. InMode Ltd. et al., Case No. 2:24-cv-01219, against the Company and certain of its officers and directors. The complaint alleges claims under Sections 10(b) and 20(a) of the Exchange Act based on allegedly false or misleading statements related to the Company’s business, operations, sales practices and financial outlook. The lawsuit seeks unspecified damages and other relief. On April 16, 2024, multiple shareholders moved to be appointed lead plaintiff. On December 4, 2024, the Court entered an order appointing a group of shareholder funds as the lead plaintiffs. On January 31, 2025, the lead plaintiffs filed an amended complaint. The amended complaint purportedly brings claims on behalf of purchasers of Ordinary Shares between February 18, 2020 and December 6, 2023, inclusive.

On April 11, 2025, the Company filed a motion to dismiss the amended complaint, asserting, among other arguments, that the allegations in the amended complaint are legally insufficient and fail to support the lead plaintiffs’ claims. On June 20, 2025, the lead plaintiffs filed an opposition to the Company’s motion to dismiss, and on July 21, 2025, the Company filed a reply in support of its motion to dismiss. The motion to dismiss is fully briefed as of July 21, 2025 and remains pending before the Court. On September 12, 2025, the Court entered an order dismissing 19 of the 24 statements put forth by the plaintiffs and providing an opportunity to replead. On October 14, 2025, the plaintiffs filed a second amended complaint, which alleges the same claims and time period as the amended complaint. On December 5, 2025, the Company filed a motion to dismiss the second amended complaint; on January 26, 2026, the lead plaintiffs filed an opposition to the Company’s motion to dismiss; and on February 26, 2026, the Company filed its reply in support of its motion to dismiss. On April 20, 2026, the Court took the motion to dismiss under submission and informed the parties that it could decide the matter without oral argument. The motion to dismiss remains pending.

As of the date of this filing, the Company is unable to estimate a range of loss, if any, that could result were there to be an adverse final decision in the Securities Class Action, and an estimated liability has not been recorded in the Company’s financial statements. The defendants intend to continue to deny the allegations of wrongdoing and vigorously defend against the claims in the Securities Class Action.

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

YOKNEAM, Israel, May 6, 2026 - InMode Ltd. (Nasdaq: INMD) (“InMode”), a leading global provider of innovative medical technologies, today announced its consolidated financial results for the first quarter of 2026.

 

First Quarter 2026 Highlights:

*Please refer to “Use of non-GAAP Financial Measures” below for important information about non-GAAP financial measures. A reconciliation between U.S. GAAP and non-GAAP Statement of Income is provided following the financial statements included in this release. Non-GAAP results exclude share-based compensation, expenses related to independent transaction committee review (representing non-recurring cost) and related income tax adjustments where applicable.

 

Management Comments

“While the macroeconomic environment remains challenging, our total revenue this quarter reached our expectations, however our profitability was lower than expected,” said Moshe Mizrahy, Chief Executive Officer of InMode.  “We are continuing to re-shape our organization in North America and in Europe by enhancing our sales and management teams. While the demand in the aesthetics market may be deferred, it will not be diminished, and we believe we are well positioned for its return.”

First Quarter 2026 Financial Results

Total GAAP revenues for the first quarter of 2026 were $82.0 million, an increase of 5% compared to $77.9 million in the first quarter of 2025.

Yair Malca, Chief Financial Officer of InMode added, “We are encouraged to report that Q1 revenue increased 5% year over year, with the U.S. contributing meaningfully to this growth. These results reflect our ability to execute consistently, even in a softer market environment and expand outside of the U.S.”

GAAP gross margin for the first quarter of 2026 was 75%, compared to 78% for the first quarter of 2025.

*Non-GAAP gross margin for the first quarter of 2026 was 75%, compared to 79% for the first quarter of 2025.

GAAP operating margin for the first quarter of 2026 was 12%, compared to 20% in the first quarter of 2025.
*Non-GAAP operating margin for the first quarter of 2026 was 17%, compared to 23% for the first quarter of 2025. These decreases were primarily attributable to the increase in cost of goods, the new structure of the North America sales team implemented towards end of 2025 and subsidiary establishments in the latter part of 2025.

 

InMode reported GAAP net income of $11.6 million, or $0.18 per diluted share, in the first quarter of 2026, compared to $18.2 million, or $0.26 per diluted share, in the first quarter of 2025. On a *non-GAAP basis, InMode reported net income of $15.9 million, or $0.25 per diluted share, in the first quarter of 2026, compared to $21.4 million, or $0.31 per diluted share, in the first quarter of 2025.

 

As of March 31, 2026, InMode had cash and cash equivalents, marketable securities and short-term bank deposits of $537.2 million.

 

“In a quarter marked by ongoing macroeconomic uncertainty, we remained focused on what we can control: driving profitability, generating cash, and operating the business as usual. We also returned meaningful capital to shareholders, repurchasing $127.4 million of shares during 2025 and $52.7 million year to date under our new 2026 repurchase program, representing 3.86 million shares. With our strong financial position and continued flexibility, we remain well positioned to pursue a full range of capital allocation opportunities,” concluded Malca.

Departure of Chairman; Resignation of Chief Financial Officer

The Company announced today that Dr. Michael Anghel has resigned from the Company’s Board of Directors, effective May 5, 2026. His decision was not related to any disagreements with the Company’s management, Board, or operations. The Company thanks Dr. Anghel for his service and wishes him continued success.

Dr. Hadar Ron has been appointed Interim Chair of the Board, effective immediately.

Separately, Yair Malca has stepped down from his role as Chief Financial Officer, effective May 5, 2026. The Company appreciates his contributions and thanks him for his service.

To support a smooth transition, Mr. Malca will remain engaged with the Company in a consulting capacity for at least six months.

2026 Financial Outlook

 

Management provided an outlook for the full fiscal year ending December 31, 2026. Based on current estimates, management expects:

 

 

 

 

This outlook is not a guarantee of future performance, and stockholders should not rely on such forward-looking statements. See “Forward-Looking Statements” for additional information.

 

*Please refer to “Use of non-GAAP Financial Measures” below for important information about non-GAAP financial measures. A reconciliation between U.S. GAAP and non-GAAP Statement of Income is provided following the financial statements that are included in this release. Non-GAAP results exclude share-based compensation, expenses related to independent transaction committee review (representing non-recurring cost) and related income tax adjustments where applicable.

 

However, these estimates are based on management’s current estimates, which may be updated.

 

The Current Situation in Israel

 

Regarding the current situation in Israel, on October 9, 2025, a new cease-fire agreement between Hamas and Israel began, and the hostilities have formally paused after two years of conflicts.

 

Moreover, On February 28, 2026, the United States and Israel launched coordinated joint military strikes against Iran, targeting military, governmental, and nuclear-related sites. Iran subsequently responded with missile and drone attacks against targets in the region and sought to restrict commercial shipping traffic through the Strait of Hormuz. On April 7, 2026, a two-week ceasefire established and was extended on April 21, 2026, by the U.S government, amid ongoing negotiations, while a U.S. naval blockade of Iran continued.

 

The scope and severity of ongoing conflicts in Gaza, Northern Israel, Lebanon, Iran, and the broader region are unpredictable and could escalate any time. To date, our operations have not been materially affected. We continue to monitor political and military developments closely and examine the consequences for our operations and assets. 

 

Use of Non-GAAP Financial Measures

Mr. Moshe Mizrahy, Chief Executive Officer, Dr. Michael Kreindel, Co-Founder and Chief Technology Officer and Mr. Yair Malca, Chief Financial Officer, will host a conference call today, May 6, 2026, at 8:30 a.m. Eastern Time to discuss the first quarter 2026 financial results.

 

The Company encourages participants to pre-register for the conference call using the following link:  

https://dpregister.com/sreg/10207930/103b6ad5664.

Callers will receive a unique dial-in number upon registration, which enables immediate access to the call. Participants may pre-register at any time, including up to and after the call start time.

For callers who opt out of pre-registration, please dial one of the following teleconferencing numbers. Please begin by placing your call 10 minutes before the conference call commences. If you are unable to connect using the toll-free number, please try the international dial-in number.

U.S./Canada Toll-Free Dial-in Number: 1-833-316-0562

Israel Toll-Free Dial-in Number: 1-80-921-2373

International Dial-in Number: 1-412-317-5736

Webcast URL: https://event.choruscall.com/mediaframe/webcast.html?webcastid=7s0HUsXw

At:

8:30 a.m. Eastern Time

5:30 a.m. Pacific Time

The conference call will also be webcast live from a link on InMode’s website at https://inmodemd.com/investors/events-presentations/. A replay of the conference call will be available from May 6, 2026, at 12 p.m. Eastern Time to May 20, 2026, at 11:59 p.m. Eastern Time. To access the replay, please dial one of the following numbers: 

Replay Dial-in U.S. /Canada TOLL-FREE: 1-855-669-9658

Replay Dial-in TOLL/INTERNATIONAL: 1-412-317-0088

Replay Pin Number: 8622780

To access the replay using an international dial-in number, please select the link below:

A replay of the conference call will also be available for 90 days on InMode’s website at https://inmodemd.com/investors/.

About InMode

InMode is a leading global provider of innovative medical technologies. InMode develops, manufactures, and markets devices harnessing novel radio frequency (“RF”) technology. InMode strives to enable new emerging surgical procedures as well as improve existing treatments. InMode has leveraged its medically accepted minimally invasive RF technologies to offer a comprehensive line of products across several categories for plastic surgery, gynecology, dermatology, otolaryngology, and ophthalmology. For more information about InMode, please visit www.inmodemd.com.

Forward-Looking Statements

The information in this press release includes forward-looking statements within the meaning of the federal securities laws. These statements generally relate to future events or InMode’s future financial or operating performance, including the actual amount of share repurchases made by the Company, if any. Actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. In some cases, you can identify these statements because they contain words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “would” and similar expressions that concern our expectations, strategic plans or intentions. Forward-looking statements are based on management’s current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Consequently, actual results could differ materially from those indicated in these forward-looking statements. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements included in InMode’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on February 10, 2026, and our subsequent public filings. InMode undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which pertain only as of the date of this press release.

INMODE LTD.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(U.S. dollars in thousands, except for per share data)

(Unaudited)

INMODE LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands, except for per share data)

(Unaudited)

INMODE LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands, except for per share data)

(Unaudited)

INMODE LTD.

CONDENSED CONSOLIDATED FINANCIAL HIGHLIGHTS

(U.S. dollars in thousands, except for per share data)

(Unaudited)

INMODE LTD.

RECONCILIATION OF GAAP CONDENSED CONSOLIDATED STATEMENTS OF

 INCOME TO NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(U.S. dollars in thousands, except for per share data)

(Unaudited)