SBC (SBC) CEO sells 3.1M shares in offering, retains 79.3M

Rhea-AI Filing Summary

SBC Medical Group Holdings Inc Chairman and CEO Yoshiyuki Aikawa sold 3,100,000 shares of common stock at a net price of $3.0225 per share in an underwritten public offering that closed on April 21, 2026.

Following the sale, he holds 79,304,460 SBC shares directly, plus 5,000,000 shares indirectly through Aikawa Investment Co., Ltd., a company he wholly owns. He also reports an indirect interest corresponding to 861,600 shares held by Aikawa Equity Management Co., Ltd., while disclaiming beneficial ownership beyond his pecuniary interest.

Insights

Equity ownership analyst

SBC’s CEO sold 3.1M shares in an underwritten offering but retains a large direct stake.

The filing shows Chairman and CEO Yoshiyuki Aikawa completed an open-market type sale of 3,100,000 SBC common shares at a net price of $3.0225 per share through an underwritten public offering that closed on April 21, 2026.

After this transaction, he still directly owns 79,304,460 shares and has additional indirect positions through Aikawa Investment Co., Ltd. and a pecuniary interest in shares held by Aikawa Equity Management Co., Ltd. This suggests the sale represents only a portion of his overall exposure.

The filing does not describe any trading plan or additional conditions, so future ownership changes would appear in subsequent Section 16 reports. The economic impact for other shareholders will depend on broader market absorption of offering shares and any future transactions.

Insider Trade Summary

Net Seller: 3,100,000 shares ($9,369,750)

Net Sell 3 txns

Insider Aikawa Yoshiyuki

Role Chairman and CEO

Sold 3,100,000 shs ($9.37M)

Type	Security	Shares	Price	Value
Sale	Common Stock	3,100,000	$3.0225	$9.37M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 79,304,460 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 pursuant to an underwritten public offering that 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, which were previously reported as held by GODO Kaisha Aikawa Investment prior to a change in company form and name change.

Key Figures

Shares sold: 3,100,000 shares Sale price: $3.0225 per share Direct holdings after sale: 79,304,460 shares +2 more

5 metrics

Shares sold 3,100,000 shares Common stock sold in underwritten public offering on April 21, 2026

Sale price $3.0225 per share Net price received for SBC common stock in the offering

Direct holdings after sale 79,304,460 shares SBC common stock directly owned by Aikawa after transaction

Indirect holdings via Aikawa Investment 5,000,000 shares SBC shares held by Aikawa Investment Co., Ltd., wholly owned by Aikawa

Indirect pecuniary interest via AEM 861,600 shares Corresponding interest in SBC shares held by Aikawa Equity Management Co., Ltd.

Key Terms

underwritten public offering, beneficial ownership, pecuniary interest, Section 16, +1 more

5 terms

underwritten public offering financial

"sold by the Reporting Person pursuant to an underwritten public offering that closed on April 21, 2026"

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

"disclaims beneficial ownership over the SBC shares held by AEM, except to the extent of his pecuniary interest"

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 regulatory

"shared beneficial ownership over for purposes of Section 16 of the Securities Exchange Act of 1934"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

indirectly beneficially owned financial

"The 861,600 SBC shares reported as indirectly beneficially owned by the Reporting Person through Aikawa Equity Management Co., Ltd."

Form 4 Insider Transactions: What Each Field Means →

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

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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/21/2026		S		3,100,000	D	$3.0225(1)	79,304,460	D
Common Stock								861,600	I	See Footnote(2)
Common Stock								5,000,000	I	See 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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 pursuant to an underwritten public offering that 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, which were previously reported as held by GODO Kaisha Aikawa Investment prior to a change in company form and name change.

	/s/ Yuya Yoshida, Attorney-in-Fact	04/23/2026
	** Signature of Reporting Person	Date
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 insider transaction did SBC (SBC) report for Yoshiyuki Aikawa?

SBC reported that Chairman and CEO Yoshiyuki Aikawa sold 3,100,000 common shares at a net price of $3.0225 per share in an underwritten public offering that closed on April 21, 2026, while retaining a substantial remaining ownership stake.

How many SBC shares does CEO Yoshiyuki Aikawa hold after this Form 4?

After the reported transaction, Yoshiyuki Aikawa directly holds 79,304,460 SBC shares. He also has indirect holdings through Aikawa Investment Co., Ltd. and an indirect pecuniary interest corresponding to 861,600 shares held by Aikawa Equity Management Co., Ltd.

At what price were the SBC shares sold in the reported insider transaction?

The 3,100,000 SBC common shares were sold at a net price of $3.0225 per share. The filing states this net price reflects proceeds from an underwritten public offering of SBC Medical Group Holdings Inc. shares that closed on April 21, 2026.

What indirect SBC shareholdings related to Yoshiyuki Aikawa are disclosed?

The filing shows 5,000,000 SBC shares held indirectly through Aikawa Investment Co., Ltd., wholly owned by Aikawa, and an additional indirect interest corresponding to 861,600 shares held by Aikawa Equity Management Co., Ltd., where he disclaims beneficial ownership beyond his pecuniary interest.

Was the SBC CEO’s share sale part of an underwritten public offering?

Yes. The Form 4 states that the SBC shares were sold by the reporting person pursuant to an underwritten public offering that closed on April 21, 2026, with a net price of $3.0225 per share received for the common stock sold.

Does Yoshiyuki Aikawa control Aikawa Equity Management Co., Ltd. that holds SBC shares?

The filing notes that Aikawa does not control Aikawa Equity Management Co., Ltd., which directly holds 5,284,500 SBC shares. He disclaims beneficial ownership of those shares, except to the extent of his pecuniary interest represented by 861,600 corresponding shares.