SBC Medical Group Holdings Inc.

03/10/2026 | Press release | Distributed by Public on 03/10/2026 19:54

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Aikawa Yoshiyuki
2. Issuer Name and Ticker or Trading Symbol
SBC Medical Group Holdings Inc [SBC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last) (First) (Middle)
C/O SBC MEDICAL GROUP HOLDINGS INC, 200 SPECTRUM CENTER DR., SUITE 300
3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026
(Street)
IRVINE, CA 92618
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/06/2026 S(1) 4,422,900 D $2.12(2) 861,600(3)(4) I By Aikawa Equity Management Co., Ltd.
Common Stock 82,404,460(3) D
Common Stock 5,000,000(3) I By GODO Kaisha Aikawa Investment
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Put Options (Right to Sell) $2.12(2) 03/06/2026 J(5) 44,229 (5) (5) Common Stock 4,422,900 (1)(5) 44,229 I By Aikawa Equity Management Co., Ltd.
Call Options (Right to Buy) $2.12(2) 03/06/2026 J(6) 44,229 (6) (6) Common Stock 4,422,900 (1)(6) 44,229 I By Aikawa Equity Management Co., Ltd.

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Aikawa Yoshiyuki
C/O SBC MEDICAL GROUP HOLDINGS INC
200 SPECTRUM CENTER DR., SUITE 300
IRVINE, CA 92618
X X Chairman and CEO

Signatures

/s/ Yuya Yoshida, Attorney-in-Fact 03/10/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Reflects the sale pursuant to separate share purchase agreements (the "Purchase Agreements") by the Reporting Person of shares of Aikawa Equity Management Co., Ltd. ("AEM") to certain consultants providing services to medical corporations that have entered into contractual and service arrangements with subsidiaries of the Issuer. AEM directly holds 5,284,500 shares of Issuer common stock ("SBC shares"), and each share of AEM corresponds to one hundred SBC shares. The number reported reflects the number of SBC shares held by AEM that corresponds with AEM shares sold by the Reporting Person as described above. No actual SBC shares were sold by the Reporting Person or AEM.
(2) The sales price reported herein is based on the JPY 33,417 price per AEM share, divided by 100 and converted from Japanese yen to United States dollars at an exchange rate of JPY 157.640= US$1.00, which was the foreign exchange rate on March 6, 2026, as reported by the U.S. Federal Reserve in its weekly release on March 9, 2026.
(3) Reflects the transfer of 5,284,500 and 5,000,000 SBC shares by the Reporting Person to each of AEM and GODO Kaisha Aikawa Investment ("GODO"), respectively, each of which was a wholly owned subsidiary of the Reporting Person at the time of such transfer. As a result of the sales pursuant to the Purchase Agreements, the Reporting Person no longer controls AEM, and therefore, disclaims beneficial ownership over the SBC shares held by AEM, except to the extent of his pecuniary interest therein.
(4) The 861,600 SBC shares reported as indirectly beneficially owned by the Reporting Person through AEM reflects the Reporting Person's indirect interest that he may be deemed to have shared beneficial ownership over following the transactions described herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
(5) In connection with the sales described herein, pursuant to the terms of the Purchase Agreements, if the price per SBC share falls below a certain price threshold on or after April 1, 2029, the consultants described above may request the Reporting Person to redeem all shares for the same amount as the purchase price described above.
(6) In connection with the sales described herein, pursuant to the terms of the Purchase Agreements, upon satisfaction of certain conditions, the Reporting Person has the right to repurchase the AEM shares from the consultants (which were acquired as described above) for the same amount as the purchase price described above.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
SBC Medical Group Holdings Inc. published this content on March 10, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 11, 2026 at 01:54 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]