[Form 4] SBC Medical Group Holdings Inc Insider Trading Activity
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
SBC Medical Group Holdings Inc’s Form 4 shows a complex restructuring by Chairman and CEO Yoshiyuki Aikawa involving entities that hold the company’s common stock. An affiliated company, Aikawa Equity Management Co., Ltd. (AEM), directly holds 5,284,500 SBC shares, with each AEM share corresponding to one hundred SBC shares.
The filing reports open‑market sales of 4,422,900 SBC shares at $2.12 per share, but a footnote clarifies that no actual SBC shares were sold. Instead, Aikawa sold AEM shares under separate purchase agreements to consultants tied to medical corporations working with SBC subsidiaries, and the numbers shown reflect the SBC shares corresponding to AEM shares sold.
Following these transactions, Aikawa no longer controls AEM and disclaims beneficial ownership of the SBC shares held by AEM, except for his pecuniary interest. He is deemed to have indirect beneficial ownership of 861,600 SBC shares through AEM, and continues to hold additional SBC shares directly and indirectly through another entity, GODO Kaisha Aikawa Investment.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 4,422,900 shares ($9,376,548)
Net Sell
5 txns
Insider
Aikawa Yoshiyuki
Role
Chairman and CEO
Sold
4,422,900 shs ($9.38M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Put Options (Right to Sell) | 44,229 | $0.00 | -- |
| Other | Call Options (Right to Buy) | 44,229 | $0.00 | -- |
| Sale | Common Stock | 4,422,900 | $2.12 | $9.38M |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Put Options (Right to Sell) — 44,229 shares (Indirect, By Aikawa Equity Management Co., Ltd.);
Call Options (Right to Buy) — 44,229 shares (Indirect, By Aikawa Equity Management Co., Ltd.);
Common Stock — 861,600 shares (Indirect, By Aikawa Equity Management Co., Ltd.);
Common Stock — 82,404,460 shares (Direct)
Footnotes (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. 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. 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. 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. 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. 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.
FAQ
What insider transaction did SBC Chairman Yoshiyuki Aikawa report on this Form 4?
Yoshiyuki Aikawa reported transactions linked to Aikawa Equity Management Co., Ltd., which holds SBC shares. He sold AEM shares to certain consultants, and the Form 4 translates those AEM sales into the equivalent number of SBC common shares for disclosure purposes.
What is Yoshiyuki Aikawa’s remaining indirect interest in SBC (SBC) through AEM after these transactions?
After the transactions, Yoshiyuki Aikawa is deemed to indirectly beneficially own 861,600 SBC shares through AEM. This reflects his remaining indirect interest for Section 16 purposes, even though he no longer controls AEM following the sale of its shares.
How does GODO Kaisha Aikawa Investment factor into Aikawa’s SBC (SBC) holdings?
The filing notes 5,000,000 SBC shares held indirectly through GODO Kaisha Aikawa Investment. These shares were previously transferred to GODO, a subsidiary entity, and form part of Yoshiyuki Aikawa’s broader SBC ownership structure in addition to his direct and AEM-related interests.