[Form 4] SBC Medical Group Holdings Inc Insider Trading Activity

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Aikawa Yoshiyuki

(Last) (First) (Middle)

C/O SBC MEDICAL GROUP HOLDINGS INC

200 SPECTRUM CENTER DR., SUITE 300

(Street)

IRVINE CA 92618

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

4. If Amendment, Date of 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

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

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 Securities Underlying Derivative Security (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: 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.

Explanation of Responses:

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.

	/s/ Yuya Yoshida, Attorney-in-Fact	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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.

Were any SBC (SBC) common shares actually sold in this reported transaction?

No, the footnotes state that no actual SBC shares were sold by Yoshiyuki Aikawa or AEM. The reported sale reflects transfers of AEM shares, an entity that directly owns SBC stock, rather than direct market sales of SBC common stock.

How many SBC (SBC) shares does Aikawa Equity Management hold and how is it structured?

Aikawa Equity Management Co., Ltd. directly holds 5,284,500 SBC shares. Each AEM share corresponds to one hundred SBC shares, so changes in AEM ownership are shown in the Form 4 as equivalent SBC share amounts, even though SBC shares themselves did not trade.

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.

What future rights are tied to the AEM share sales related to SBC (SBC)?

Under the purchase agreements, if SBC’s share price falls below a specified threshold on or after April 1, 2029, the consultants may request redemption of their AEM shares. Aikawa also holds a contractual right to repurchase those AEM shares at the original purchase price.