STOCK TITAN

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

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

SBC Medical Group Holdings Inc Chairman and CEO Yoshiyuki Aikawa reported an open-market sale of 465,000 shares of common stock on April 28, 2026 at a net price of $3.0225 per share. The sale occurred on the closing date of the underwriters' option to purchase additional shares tied to an underwritten public offering that initially closed on April 21, 2026.

Following the transaction, Aikawa holds 78,839,460 SBC shares directly, plus indirect interests including 5,000,000 shares held by Aikawa Investment Co., Ltd., which he wholly owns, and an 861,600-share indirect interest through Aikawa Equity Management Co., Ltd., where he disclaims beneficial ownership except for his pecuniary interest.

Positive

  • None.

Negative

  • None.

Insights

Large CEO sale is small versus his remaining stake and linked to an offering.

Yoshiyuki Aikawa, SBC’s Chairman and CEO, sold 465,000 common shares at $3.0225 per share on April 28, 2026. The footnotes state this occurred under the underwriters' option for an underwritten public offering that initially closed on April 21, 2026, framing it as part of a broader capital markets transaction.

After the sale, he still directly owns 78,839,460 shares, plus 5,000,000 shares held via wholly owned Aikawa Investment Co., Ltd. and an 861,600-share indirect interest through Aikawa Equity Management Co., Ltd., where he disclaims broader beneficial ownership. Given the scale of his remaining position and the transaction’s link to the underwriters' option, this looks like a routine liquidity event rather than a thesis-changing move.

Insider Aikawa Yoshiyuki
Role Chairman and CEO
Sold 465,000 shs ($1.41M)
Type Security Shares Price Value
Sale Common Stock 465,000 $3.0225 $1.41M
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 78,839,460 shares (Direct, null); Common Stock — 861,600 shares (Indirect, See Footnote)
Footnotes (1)
  1. The price of $3.0225 represents the net price received per share of common stock of SBC Medical Group Holdings Incorporated ("SBC shares"), which were sold by the Reporting Person, on the closing date of April 28, 2026, pursuant to the underwriters' option to purchase additional shares in connection with an underwritten public offering that initially closed on April 21, 2026. The 861,600 SBC shares reported as indirectly beneficially owned by the Reporting Person through Aikawa Equity Management Co., Ltd. ("AEM") reflects the Reporting Person's indirect interest that he may be deemed to have shared beneficial ownership over for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. The Reporting Person owns 8,616 shares of AEM, which directly holds 5,284,500 SBC shares, and each share of AEM corresponds to one hundred SBC shares. The Reporting Person does not control AEM, and therefore, disclaims beneficial ownership over the SBC shares held by AEM, except to the extent of his pecuniary interest therein. Represents SBC shares held by Aikawa Investment Co., Ltd., a company wholly owned by the Reporting Person.
Shares sold 465,000 shares Open-market sale on April 28, 2026
Sale price $3.0225 per share Net price received under underwriters' option
Direct holdings after sale 78,839,460 shares Common stock directly owned post-transaction
Indirect holdings via Aikawa Investment 5,000,000 shares Shares held by wholly owned Aikawa Investment Co., Ltd.
Indirect interest via AEM 861,600 shares Indirect interest in SBC through Aikawa Equity Management Co., Ltd.
AEM SBC holdings 5,284,500 shares SBC shares directly held by AEM
AEM shares owned by Aikawa 8,616 shares Each AEM share corresponds to 100 SBC shares
Net buy/sell direction Net sale of 465,000 shares transactionSummary netBuySellShares
underwriters' option financial
"pursuant to the underwriters' option to purchase additional shares"
An underwriters' option is a short-term right given to the banks handling a new stock or bond sale to buy extra shares from the issuer, usually up to a fixed percentage, to stabilize the price after the offering. For investors this acts like a safety valve: it can reduce wild price swings by allowing underwriters to add or return shares as demand changes, which helps prevent a newly issued security from falling or spiking sharply.
underwritten public offering financial
"in connection with an underwritten public offering that initially closed"
An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
beneficial ownership financial
"may be deemed to have shared beneficial ownership over for purposes of Section 16"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaims beneficial ownership over the SBC shares held by AEM, except to the extent of his pecuniary interest therein"
Section 16 of the Securities Exchange Act of 1934 regulatory
"for purposes of Section 16 of the Securities Exchange Act of 1934, as amended"
A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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 CALIFORNIA 92618

(City)(State)(Zip)

UNITED STATES

(Country)
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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chairman and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/28/2026S465,000D$3.0225(1)78,839,460D
Common Stock861,600ISee Footnote(2)
Common Stock5,000,000ISee Footnote(3)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The price of $3.0225 represents the net price received per share of common stock of SBC Medical Group Holdings Incorporated ("SBC shares"), which were sold by the Reporting Person, on the closing date of April 28, 2026, pursuant to the underwriters' option to purchase additional shares in connection with an underwritten public offering that initially closed on April 21, 2026.
2. The 861,600 SBC shares reported as indirectly beneficially owned by the Reporting Person through Aikawa Equity Management Co., Ltd. ("AEM") reflects the Reporting Person's indirect interest that he may be deemed to have shared beneficial ownership over for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. The Reporting Person owns 8,616 shares of AEM, which directly holds 5,284,500 SBC shares, and each share of AEM corresponds to one hundred SBC shares. The Reporting Person does not control AEM, and therefore, disclaims beneficial ownership over the SBC shares held by AEM, except to the extent of his pecuniary interest therein.
3. Represents SBC shares held by Aikawa Investment Co., Ltd., a company wholly owned by the Reporting Person.
/s/ Yuya Yoshida, Attorney-in-Fact04/29/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did SBC (SBC) Chairman and CEO Yoshiyuki Aikawa report in this Form 4?

Yoshiyuki Aikawa reported selling 465,000 shares of SBC common stock at a net price of $3.0225 per share. The transaction occurred on April 28, 2026, tied to the underwriters' option in an underwritten public offering that initially closed on April 21, 2026.

At what price did Yoshiyuki Aikawa sell SBC Medical Group Holdings shares?

The filing shows a net price of $3.0225 per SBC share for the 465,000 shares sold. A footnote explains this is the net price received under the underwriters' option to purchase additional shares in connection with a recent underwritten public offering.

How many SBC shares does Yoshiyuki Aikawa hold after this reported sale?

After the reported sale, Aikawa directly holds 78,839,460 SBC common shares. He also has indirect exposure through 5,000,000 shares held by wholly owned Aikawa Investment Co., Ltd. and an 861,600-share indirect interest through Aikawa Equity Management Co., Ltd.

Was the SBC insider sale connected to a public offering?

Yes. A footnote states that the 465,000 SBC shares were sold pursuant to the underwriters' option to purchase additional shares. This option was exercised in connection with an underwritten public offering that initially closed on April 21, 2026, with the option closing on April 28, 2026.

Does Yoshiyuki Aikawa control Aikawa Equity Management Co., Ltd. according to the Form 4?

The footnotes note that Aikawa does not control Aikawa Equity Management Co., Ltd. They explain he owns 8,616 AEM shares, each corresponding to one hundred SBC shares, and he disclaims beneficial ownership of SBC shares held by AEM except to the extent of his pecuniary interest.