SBC Medical (SBC) trims board to four as director skips 2026 re-election

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

SBC Medical Group Holdings Incorporated announced that independent director Mike Sayama informed the company on May 14, 2026 that he will not seek re-election at the forthcoming 2026 Annual Meeting of Stockholders. The board will reduce its size to four members immediately before the meeting.

The board is conducting a search for a new independent director and plans to expand back to five members once a suitable candidate is identified. The new director is expected to join the nominating and corporate governance, compensation, and audit committees, filling roles currently held by Mr. Sayama. His decision is stated as not stemming from any disagreement with the company, management, or the board.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Board size after reduction: 4 members Target board size after new hire: 5 members Meeting year: 2026

3 metrics

Board size after reduction 4 members Effective immediately prior to opening of polls at 2026 AGM

Target board size after new hire 5 members Planned after appointment of new independent director

Meeting year 2026 Annual Meeting of Stockholders reference

Key Terms

independent director, Annual Meeting of Stockholders, proxy statement, forward-looking statements, +1 more

5 terms

independent director financial

"On May 14, 2026, Mike Sayama, an independent director of SBC Medical Group Holdings Incorporated"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

Annual Meeting of Stockholders financial

"would not seek re-election at the Company’s forthcoming 2026 Annual Meeting of Stockholders"

proxy statement regulatory

"plans to file with the U.S. Securities and Exchange Commission a definitive proxy statement in connection with the 2026 AGM"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

forward-looking statements regulatory

"Forward-Looking Statements This on contains forward-looking statements."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Risk Factors financial

"those listed under the heading “Risk Factors” and elsewhere in the Company’s filings with the SEC"

Risk factors are elements or conditions that could cause an investment's value to decrease or lead to potential losses. They are like warning signs or obstacles that can affect the success of an investment, making it uncertain or more unpredictable. Recognizing risk factors helps investors understand the possible challenges and make more informed decisions.

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Understanding 8-K Material Events →

05/20/2026 - 04:15 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2026

SBC Medical Group Holdings Incorporated

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-41462

88-1192288

(State or Other Jurisdiction
of Incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

200 Spectrum Center Dr., STE 300		92618
Irvine, California		(Zip Code)
(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: (949) 593-0250

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	SBC	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share	SBCWW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 14, 2026, Mike Sayama, an independent director of SBC Medical Group Holdings Incorporated (the “Company”), notified the Company that he would not seek re-election at the Company’s forthcoming 2026 Annual Meeting of Stockholders (the “2026 AGM”).

The Company’s board of directors has reduced the size of the board of directors to four members, effective as of immediately prior to the opening of the polls at the 2026 AGM. The board of directors is engaged in a search for a fifth independent director to join the board of directors subsequent to the 2026 AGM; once the board of directors has identified a suitable candidate to serve as an independent director, it intends to increase the size of board to five members and appoint the new independent director to the board and each of the nominating and corporate governance committee, compensation committee and audit committee, to serve as a third member of such committees in replacement of the positions held by Mr. Sayama until the effective date of his departure from the board of directors.

Mr. Sayama’s decision to not pursue re-election was not due to any disagreement with the Company, its management, or the board of directors on any matter relating to the Company’s operations, policies or practices.

The Company plans to file with the U.S. Securities and Exchange Commission (the “SEC”) a definitive proxy statement (the “Proxy Statement”) in connection with the 2026 AGM. Investors and security holders are urged to read the Proxy Statement carefully when it is available and will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements are not historical facts or statements of current conditions but instead represent only the Company’s beliefs regarding future events and performance, many of which, by their nature, are inherently uncertain and outside of the Company’s control. These forward-looking statements reflect the Company’s current views with respect to, among other things, updates to the composition of its board of directors. In some cases, forward-looking statements can be identified by the use of words such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms. The Company cautions readers not to place undue reliance upon any forward-looking statements, which are current only as of the date of this Current Report on Form 8-K and are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. The forward-looking statements are based on management’s current expectations and are not guarantees of future performance. The Company does not undertake or accept any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Factors that may cause actual results to differ materially from current expectations may emerge from time to time, and it is not possible for the Company to predict all of them; such factors include, among other things, changes in global, regional, or local economic, business, competitive, market and regulatory conditions, and those listed under the heading “Risk Factors” and elsewhere in the Company’s filings with the SEC, which are accessible on the SEC’s website at www.sec.gov.

SIGNATURES

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 hereunto duly authorized.

			SBC Medical Group Holdings Incorporated

Date:	May 20, 2026	By:	/s/ Yuya Yoshida
		Name: Title:	Yuya Yoshida Chief Financial Officer and Chief Operating Officer

Source: View Original Filing on SEC EDGAR

FAQ

What board change did SBC (SBC) disclose in this 8-K filing?

SBC Medical Group Holdings disclosed that independent director Mike Sayama will not seek re-election at the 2026 Annual Meeting. The board will temporarily shrink to four members, then expand back to five once a new independent director is identified and appointed to key committees.

Why is SBC (SBC) director Mike Sayama leaving the board?

Mike Sayama decided not to pursue re-election at SBC Medical Group Holdings’ 2026 Annual Meeting. The company states his decision was not due to any disagreement with the company, its management, or the board on operations, policies, or practices, indicating a voluntary, non-conflict departure.

How will SBC (SBC) restructure its board and committees after Sayama’s departure?

SBC’s board will reduce to four members immediately before the 2026 Annual Meeting. It is searching for a new independent director and plans to restore the board to five members, placing the new director on the nominating, compensation, and audit committees to replace Mr. Sayama’s roles.

What upcoming shareholder document did SBC (SBC) mention in connection with the 2026 AGM?

SBC Medical Group Holdings plans to file a definitive proxy statement with the SEC for the 2026 Annual Meeting. Investors and security holders are urged to read it carefully when available and can obtain it for free through the SEC’s website at www.sec.gov once filed.

Does SBC (SBC) link this board change to any specific risks or disagreements?

The company explicitly states that Mike Sayama’s decision not to seek re-election was not due to any disagreement with SBC, its management, or its board. Broader risk factors are referenced generally, pointing to the Risk Factors section in SBC’s existing SEC filings for detailed discussion.

Filing Exhibits & Attachments

4 documents