Aikawa Yoshiyuki 4
4 · SBC Medical Group Holdings Inc · Filed Mar 10, 2026
Research Summary
AI-generated summary of this filing
SBC Medical (SBC) 10% Owner Yoshiyuki Aikawa Sells 4.42M Shares
What Happened
Yoshiyuki Aikawa, a reported >10% owner of SBC Medical Group Holdings, sold the economic equivalent of 4,422,900 SBC shares on March 6, 2026. The Form 4 shows a per-share price of $2.12 and total proceeds of $9,376,548. The transaction reflects the sale of shares of Aikawa Equity Management Co., Ltd. (AEM) that correspond to SBC shares — no actual SBC shares were directly sold by Aikawa or AEM.
Key Details
- Transaction date: March 6, 2026; Form 4 filed March 10, 2026 (filed within the standard two business‑day window).
- Reported sale: 4,422,900 SBC-equivalent shares at $2.12 per share; proceeds reported $9,376,548 (price derived from AEM share price in JPY and converted to USD per footnote).
- Derivative/other entries: Two "J" (other acquisition/disposition) entries report 44,229 units each (these correspond to 44,229 AEM shares × 100 = 4,422,900 SBC shares) tied to the AEM share transactions and related contractual rights.
- Shares owned after transaction: the filing reports Aikawa indirectly beneficially owns 861,600 SBC shares through AEM (per footnote). Aikawa no longer controls AEM and disclaims beneficial ownership of AEM-held SBC shares except to the extent of any pecuniary interest.
- Important contract notes (from footnotes): consultants who bought AEM shares have a potential redemption right if SBC falls below a threshold after April 1, 2029; Aikawa retains a conditional repurchase right to buy back AEM shares at the same purchase price upon satisfaction of certain conditions.
- Price conversion: sale price is based on AEM price (JPY 33,417 per AEM share), divided by 100, then converted to USD at JPY 157.640 = US$1 (Fed rate reported Mar 9, 2026).
Context
This was effectively a sale of shares in AEM that correspond to SBC common stock rather than a direct open-market sale of SBC shares. For retail investors: sales by large/10% owners can reflect structural or entity-level transfers and contractual arrangements (here, transfer to consultants and retained repurchase/redemption rights) rather than a simple insider cash‑out. Purchases generally carry stronger signals of insider confidence; this filing documents a complex, structured disposition with follow-on contractual terms rather than a routine direct sale of company stock.
Insider Transaction Report
- Sale
Common Stock
[F1][F2][F3][F4]2026-03-06$2.12/sh−4,422,900$9,376,548→ 861,600 total(indirect: By Aikawa Equity Management Co., Ltd.) - Other
Put Options (Right to Sell)
[F2][F5][F1]2026-03-06−44,229→ 44,229 total(indirect: By Aikawa Equity Management Co., Ltd.)Exercise: $2.12→ Common Stock (4,422,900 underlying) - Other
Call Options (Right to Buy)
[F2][F6][F1]2026-03-06+44,229→ 44,229 total(indirect: By Aikawa Equity Management Co., Ltd.)Exercise: $2.12→ Common Stock (4,422,900 underlying)
- 82,404,460
Common Stock
[F3] - 5,000,000(indirect: By GODO Kaisha Aikawa Investment)
Common Stock
[F3]
Footnotes (6)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.