Form 8-K

8-K — SBC Medical Group Holdings Inc

Accession: 0001493152-26-013078

Filed: 2026-03-27

Period: 2026-03-27

CIK: 0001930313

SIC: 8011 (SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

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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): March 27, 2026

SBC

Medical Group Holdings Incorporated

(Exact

name of Registrant as Specified in Its Charter)

Delaware

001-41462

88-1192288

(State

or Other Jurisdiction

Incorporation)

(Commission

File Number)

(IRS

Employer

Identification

No.)

200

Spectrum Center Dr., STE 300

Irvine,

California

92618

(Address

of Principal Executive Offices)

(Zip

Code)

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 ☒

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

2.02 Results of Operations and Financial Condition.

March 27, 2026, SBC Medical Group Holdings Incorporated (the “Company”), issued a press release announcing its fourth quarter

and full year 2025 financial results. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.

The

information furnished under Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of

the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that

section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities

Act”), or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.

Item

7.01 Regulation FD Disclosure.

Additionally,

on March 27, 2026, the Company posted an investor presentation to its website, entitled “Group Business,” which provides

an overview of its business (https://sbc-holdings.com/en/ir/ir-presentation). From time to time, the Company uses its website (https://sbc-holdings.com/en)

to distribute company information and makes available free of charge a variety of information for investors, including its filings with

the Securities and Exchange Commission (“SEC”), as soon as reasonably practicable after electronically filing that material

with, or furnishing it, to the SEC. The information that the Company posts on its website may be deemed material. Accordingly, investors

should monitor the Company’s website, in addition to following its press releases, filings with the SEC, and public conference

calls and webcasts. Investors may opt in to automatically receive email alerts and other information about the Company when enrolling

their email address by visiting the “Email Alerts” section under the “Resources” tab on its website. The Company

does not incorporate the information contained on, or accessible through, its website or related social media channels into this Current

Report on Form 8-K.

The

information furnished under this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or

otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing under

the Securities Act, or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.

Item

8.01 Other Events.

On March

27, 2026, in connection with the Company’s announcements described in this Current Report on Form 8-K, the Company announced certain

updates to its business strategy and capital policy, as summarized in Exhibit 99.2 hereto, which is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press Release, dated March 27, 2026, entitled “SBC Medical Group Holdings Announces Fourth Quarter and Full Year 2025 Financial Results”

99.2

Investor Presentation, dated March 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

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:

March

27, 2026

By:

/s/

Yuya Yoshida

Name: Yuya

Yoshida

Title: Chief Financial Officer

and Chief Operating Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

SBC

Medical Announces Fourth Quarter and Full

Year 2025 Financial Results

EPS more than doubles to $0.14 as profitability improves significantly year over year

IRVINE, Calif. --SBC Medical Group

Holdings Incorporated (Nasdaq: SBC) (“SBC Medical” or the “Company”), a Management Services Organization operating

a wide range of franchise businesses across diverse medical fields, today announced its financial results for the fourth quarter

of fiscal year 2025 (three months ended December 31, 2025) and for the full fiscal year 2025 (twelve months ended December 31, 2025)

Fourth

Quarter 2025 Highlights

● Total

revenues were $40 million, representing an 11% year-over-year decrease.

● Net

Income attributable to SBC Medical Group was $14 million, representing a 117% year-over-year

increase.

● Earnings

per share, which is defined as net income attributable to the Company divided by the

weighted average number of outstanding shares, was $0.14 for the three months ended December

31, 2025, representing 133% year-over-year increase.

● EBITDA1,

which is calculated by adding depreciation and amortization expense and impairment loss on

intangible assets to income from operations was $14 million, representing a 35% year-over-year

decrease. EBITDA margin1 was 34% for the fourth quarter of 2025, representing

a year-over-year decrease of 12 percentage points.

● Return

on equity, which is defined as net income attributable to the Company divided by the

average shareholder’s equity as of December 31, 2025, was 23% representing a year-over-year

increase of 9.8 percentage points.

● Number

of Franchise Locations2 was 283 as of December 31, 2025, representing an increase

of 34 locations from December 31, 2024.

● Number

of customers3 in the last twelve months ended December 31, 2025, was 6.6 million,

representing a 12% year-over-year increase.

● Repeat

rate for customers4 who visited franchisee’s clinics twice or more was

72%.

EBITDA and EBITDA Margin are non-GAAP financial measures. For more information on non-GAAP financial measures, please see the section

“Use of Non-GAAP Financial Measures” and the table captioned “Unaudited Reconciliations of GAAP and Non-GAAP Results.”

The figures take into accounts of the franchising of SBC brand clinics, Rize Clinic, Gorilla Clinic, AHH, JUN CLINIC

The customer count includes customers of SBC brand clinics, Rize Clinic, Gorilla Clinic, AHH Clinic, and JUN CLINIC. The applicable

periods are from January 1, 2025, to December 31, 2025.

The figures include franchising of SBC brand clinics, Rize Clinic, and Gorilla Clinic, but does not take account of customers of AHH

clinics and JUN CLINIC excluding free counseling. The percentage of customers who visited our franchisee’s clinics twice or

more.

Full

Year 2025 Highlights

● Total

revenues were $174 million, representing a 15% year-over-year decrease.

● Net

Income attributable to SBC Medical Group was $51 million, representing a 9% year-over-year

increase.

● Earnings

per share, which is defined as net income attributable to the Company divided by the

weighted average number of outstanding shares, was $0.50 for the year ended December 31,

2025, representing a 4% year-over-year increase.

● EBITDA1,

which is calculated by adding depreciation and amortization expense and impairment loss on

intangible assets to income from operations was $70 million, representing a 21% year-over-year

decrease. EBITDA margin was 40% for the full year 2025, representing a year-over-year decrease

of 3 percentage points.

Yoshiyuki

Aikawa, Chairman and Chief Executive Officer of SBC Medical, commented: “Our full-year 2025 results reflect a business in transition.

Revenue declined 15% to $174 million, primarily due to two structural changes: the business restructuring undertaken in 2024, and the

revision of franchise fee arrangements implemented in April 2025. These were deliberate steps to build a more sustainable business foundation,

and their financial impact is now largely behind us.

Beneath

the revenue decline, our underlying profitability strengthened considerably. Full-year net income attributable to SBC Medical Group grew

9% to $51 million, with earnings per share of $0.50. Our net income margin expanded from 23% to 29%, as the IPO-related stock-based compensation

and impairment losses that weighed on our prior-year results did not recur. EBITDA margin normalized modestly from 43% to 40%, which

we view as a more sustainable run-rate going forward.

the fourth quarter specifically, we saw encouraging operational momentum. Average revenue per customer recovered to $316, an 11% increase

year over year — a meaningful inflection after a period of gradual decline, and one that we believe reflects the early impact of

our pricing and customer engagement initiatives. We closed the year with 283 clinic locations and 6.63 million annual customer visits.

we enter 2026, we are focused on three priorities: advancing our multi-brand strategy in the dermatology segment, expanding our non-aesthetic

healthcare portfolio, and building a stronger foundation in international markets. With the structural headwinds of the past two years

now largely behind us, we are well-positioned to return to sustainable top-line growth.”

Conference Call

The

Company will hold a conference call on Friday, March 27, 2026 at 8:30 am Eastern Time (or Friday, March 27, 2026 at 10:30 pm Japan Time)

to discuss the financial results and take questions live.

Please

https://zoom.us/webinar/register/WN_d1mfdSBSThST4BIiID88aQ

will automatically direct you to the registration page of “Q4 2025 and Full Year Financial Results”. Please follow the steps

to enter your registration details, then click “Submit.”.

Additionally,

the earnings release, accompanying slides, and an archived webcast of this conference call will be available at the Company’s Investor

Relations website at https://ir.sbc-holdings.com/

About

SBC Medical

SBC

Medical Group Holdings Incorporated is a Management Services Organization operating a wide range of franchise businesses across diverse

medical fields, including advanced aesthetic healthcare, dermatology, orthopedics, fertility treatment, gynecology, dentistry, alopecia

treatment (AGA), and ophthalmology. The Company manages a diverse portfolio of clinic brands and is actively expanding its global presence,

particularly in the United States and Asia, through both direct operations and medical tourism initiatives. In September 2024, the Company

was listed on Nasdaq, and in June 2025, it was selected for inclusion in the Russell 3000® Index, a broad benchmark of the U.S. equity

market. Guided by its Group Purpose “Contributing to the well-being of people around the world through medical innovation,”

SBC Medical Group Holdings Incorporated continues to provide safe, trusted, and high-quality medical services while further strengthening

its international reputation for quality and trust in medical care.

For

more information, visit https://sbc-holdings.com/

Use

of Non-GAAP Financial Measures

The

Company uses non-GAAP measures, such as EBITDA and EBITDA margin, in evaluating its operating results and for financial and operational

decision-making purposes. The Company believes that the non-GAAP financial measures help identify underlying trends in its business.

The Company believes that the non-GAAP financial measures provide useful information about the Company’s results of operations,

enhance the overall understanding of the Company’s past performance and future prospects and allow for greater visibility with

respect to key metrics used by the Company’s management in its financial and operational decision-making.

The

non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. The non-GAAP financial

measures have limitations as analytical tools, and when assessing the Company’s operating performance, cash flows or liquidity,

investors should not consider them in isolation, or as a substitute for net loss, cash flows provided by operating activities or other

consolidated statements of operations and cash flows data prepared in accordance with U.S. GAAP.

The

Company mitigates these limitations by reconciling the non-GAAP financial measures to the most comparable U.S. GAAP performance measures,

all of which should be considered when evaluating the Company’s performance.

For

more information on the non-GAAP financial measures, please see the table captioned “Unaudited Reconciliations of GAAP and Non-GAAP

Results.”

Forward-Looking

Statements

This

press release 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, the Company’s financial performance; growth in revenue and earnings; business prospects and opportunities;

and capital deployment plans and liquidity. 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 release 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 U.S. Securities and Exchange Commission (the “SEC”),

which are accessible on the SEC’s website at www.sec.gov.

SBC

MEDICAL GROUP HOLDINGS INCORPORATED

CONSOLIDATED BALANCE SHEETS

December 31,

2025

December 31,

2024

ASSETS

Current assets:

Cash and cash equivalents

$ 163,773,838

$ 125,044,092

Accounts receivable

2,388,021

1,413,433

Accounts receivable – related parties

27,511,730

28,846,680

Inventories

2,792,617

1,494,891

Short-term investments – related parties

319,193

—

Finance lease receivables, current – related parties

12,832,355

5,992,585

Income tax recoverable

1,175,510

—

Customer loans receivable, current

8,705,999

10,382,537

Prepaid expenses and other current assets

11,724,852

11,276,802

Total current assets

231,224,115

184,451,020

Non-current assets:

Property and equipment, net

7,539,392

8,771,902

Intangible assets, net

47,742,888

1,590,052

Long-term investments, net

1,299,366

3,049,972

Equity method investments

20,312,642

—

Goodwill, net

15,432,061

4,613,784

Finance lease receivables, non-current – related parties

13,746,513

8,397,582

Operating lease right-of-use assets

8,366,569

5,267,056

Finance lease right-of-use assets

450,874

—

Deferred tax assets

4,014,294

9,798,071

Customer loans receivable, non-current

4,824,977

5,023,551

Long-term prepayments

393,270

1,745,801

Long-term investments in MCs – related parties

17,837,293

17,820,910

Other assets

7,263,692

15,553,453

Total non-current assets

149,223,831

81,632,134

Total assets

$ 380,447,946

$ 266,083,154

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ 16,988,384

$ 13,875,179

Accounts payable – related parties

651,463

659,044

Bank and other borrowings, current

9,099,046

96,824

Notes payables, current – related parties

—

26,255

Advances from customers

1,415,762

820,898

Advances from customers – related parties

5,357,221

11,739,533

Income tax payable

8,821,853

18,705,851

Operating lease liabilities, current

4,416,960

4,341,522

Finance lease liabilities, current

132,946

—

Accrued liabilities and other current liabilities

11,544,695

8,103,194

Due to related party

2,692,673

2,823,590

Total current liabilities

61,121,003

61,191,890

Non-current liabilities:

Bank and other borrowings, non-current

33,734,438

6,502,682

Notes payables, non-current – related parties

—

5,334

Deferred tax liabilities

16,374,832

926,023

Operating lease liabilities, non-current

4,136,257

1,241,526

Finance lease liabilities, non-current

116,527

—

Other liabilities

1,660,183

1,193,541

Total non-current liabilities

56,022,237

9,869,106

Total liabilities

117,143,240

71,060,996

Stockholders’ equity:

Preferred stock ($0.0001 par value, 20,000,000 shares authorized; no shares issued and outstanding as of December 31, 2025 and 2024)

—

Common stock ($0.0001 par value, 400,000,000 shares authorized, 103,881,251 and 103,020,816 shares issued, 102,576,943 and 102,750,816 shares outstanding as of December 31, 2025 and 2024, respectively)

10,388

10,302

Additional paid-in capital

72,867,424

62,513,923

Treasury stock (at cost, 1,304,308 and 270,000 shares as of December 31, 2025 and December 31, 2024, respectively)

(7,749,997 )

(2,700,000 )

Retained earnings

240,448,620

189,463,007

Accumulated other comprehensive loss

(57,294,239 )

(54,178,075 )

Total SBC Medical Group Holdings Incorporated stockholders’ equity

248,282,196

195,109,157

Non-controlling interests

15,022,510

(86,999 )

Total stockholders’ equity

263,304,706

195,022,158

Total liabilities and stockholders’ equity

$ 380,447,946

$ 266,083,154

SBC

MEDICAL GROUP HOLDINGS INCORPORATED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

For the Three Months

Ended December

31, (Unaudited)

For the Years

Ended December

31,

2025

2024

2025

2024

Revenues, net – related parties

$ 35,041,379

$ 42,455,401

$ 158,860,970

$ 195,173,889

Revenues, net

4,525,327

1,965,136

14,746,519

10,241,653

Total revenues, net

39,566,706

44,420,537

173,607,489

205,415,542

Cost of revenues

10,638,132

10,548,170

46,323,767

49,365,035

Gross profit

28,928,574

33,872,367

127,283,722

156,050,507

Operating expenses:

Selling, general and administrative expenses

16,079,682

13,880,503

59,797,324

57,665,140

Stock-based compensation

—

215,237

—

13,022,692

Impairment loss on intangible asset

—

15,058,965

—

15,058,965

Total operating expenses

16,079,682

29,154,705

59,797,324

85,746,797

Income from operations

12,848,892

4,717,662

67,486,398

70,303,710

Other income (expenses):

Interest income

(284 )

(17,340 )

198,315

19,943

Interest expense

(56,090 )

(12,402 )

(160,583 )

(28,300 )

Foreign currency exchange gain, net

2,907,364

800,643

2,002,789

895,711

Other income

3,184,379

3,287,471

5,113,637

3,914,297

Other expenses

(317,263 )

(2,716,703 )

(1,321,064 )

(5,463,153 )

Gain on redemption of life insurance policies

—

8,746,138

—

Gain on disposal of subsidiary

—

3,813,609

Total other income

5,718,106

1,341,669

14,579,232

3,152,107

Income before income taxes

18,566,998

6,059,331

82,065,630

73,455,817

Income tax expense (benefit)

4,287,103

(488,553 )

31,020,607

26,765,925

Net income

14,279,895

6,547,884

51,045,023

46,689,892

Less: net income attributable to non-controlling interests

79,604

8,663

59,410

75,617

Net income attributable to SBC Medical Group Holdings Incorporated

$ 14,200,291

$ 6,539,221

$ 50,985,613

$ 46,614,275

Other comprehensive loss:

Foreign currency translation adjustment

$ (14,589,478 )

$ (18,100,852 )

$ (2,949,843 )

$ (16,557,607 )

Total comprehensive income (loss)

(309,583 )

(11,552,968 )

48,095,180

30,132,285

Less: comprehensive income attributable to non-controlling interests

67,823

7,737

225,731

117,830

Comprehensive income (loss) attributable to SBC Medical Group Holdings Incorporated

$ (377,406 )

$ (11,560,705 )

$ 47,869,449

$ 30,014,455

Net income per share attributable to SBC Medical Group Holdings Incorporated

Basic and diluted

$ 0.14

$ 0.06

$ 0.50

$ 0.48

Weighted average shares outstanding

Basic and diluted

102,576,943

102,750,816

102,997,967

96,561,041

SBC

MEDICAL GROUP HOLDINGS INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years

Ended December

31,

2025

2024

CASH FLOWS FROM OPERATING ACTIVITIES

Net income

$ 51,045,023

$ 46,689,892

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization expense

2,684,300

3,799,377

Non-cash lease expense

4,698,731

3,870,198

Provision for (reversal of) credit losses

302,949

(402,196 )

Stock-based compensation

—

13,022,692

Impairment loss on intangible asset

—

15,058,965

Impairment loss on long-term investments

133,513

529,596

Fair value change of long-term investments

(247,514 )

2,617,435

Gain on disposal of subsidiary

—

(3,813,609 )

Gain on redemption of life insurance policies

(8,746,138 )

—

Loss (gain) on disposal of property and equipment and intangible assets

(3,179,200 )

511,947

Gain on previously held equity interest

(815,328 )

—

Deferred income taxes

5,326,982

(14,417,087 )

Changes in operating assets and liabilities:

Accounts receivable

(160,963 )

(733,219 )

Accounts receivable - related parties

1,552,477

1,350,413

Inventories

(170,174 )

1,124,805

Finance lease receivables - related parties

(12,746,857 )

(5,991,486 )

Customer loans receivable

15,821,375

18,477,327

Prepaid expenses and other current assets

332,264

(2,268,209 )

Long-term prepayments

318,470

1,910,274

Other assets

(195,846 )

(1,692,642 )

Accounts payable

2,675,066

(9,588,067 )

Accounts payable - related parties

(8,571 )

682,320

Notes payables - related parties

(14,252,502 )

(34,756,754 )

Advances from customers

604,072

(1,476,240 )

Advances from customers - related parties

(6,693,127 )

(9,144,031 )

Income tax payable

(11,662,531 )

11,228,429

Operating lease liabilities

(4,927,460 )

(3,950,587 )

Accrued liabilities and other current liabilities

2,968,513

(12,096,825 )

Other liabilities

10,972

40,215

NET CASH PROVIDED BY OPERATING ACTIVITIES

24,668,496

20,582,933

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property and equipment

(1,401,012 )

(2,564,643 )

Purchase of convertible note

—

(1,700,000 )

Prepayments for property and equipment

(968,848 )

(843,740 )

Advances to related parties

—

(622,804 )

Payments made on behalf of related parties

(1,840,801 )

(5,572,564 )

Purchase of short-term investments - related parties

(334,173 )

—

Purchase of long-term investments

(654,070 )

(331,496 )

Purchase of cryptocurrencies

(424,250 )

—

Proceeds from disposal of cryptocurrencies

457,828

—

Purchase of equity method investments

(20,062,642 )

—

Cash paid for acquisition of subsidiaries, net of cash acquired

(22,941,701 )

(4,236,009 )

Long-term loans to others

(14,514 )

(172,411 )

Repayments from related parties

1,914,454

6,597,564

Repayment from others

83,677

176,109

Proceeds from redemption of life insurance policies

17,735,717

—

Disposal of subsidiaries, net of cash disposed of

—

(832,416 )

Proceeds from disposal of property and equipment

7,478,783

—

NET CASH PROVIDED USED IN INVESTING ACTIVITIES

(20,971,552 )

(10,102,410 )

CASH FLOWS FROM FINANCING ACTIVITIES

Borrowings from bank and others

34,753,946

6,603,253

Borrowings from related parties

15,000

5,481,787

Proceeds from reverse recapitalization, net of transaction costs

—

11,707,417

Proceeds from exercise of stock warrants

—

31,374

Repayments of bank and other borrowings

(1,353,071 )

(119,017 )

Repayments of finance lease liabilities

(331,365 )

—

Repayments to related parties

(145,917 )

(739,414 )

Repurchase of common stock

(4,999,997 )

—

Deemed contribution in connection with price modification on disposal of property and equipment

10,353,587

—

NET CASH PROVIDED BY FINANCING ACTIVITIES

38,292,183

22,965,400

Effect of exchange rate changes

(3,259,381 )

(11,424,763 )

NET CHANGE IN CASH AND CASH EQUIVALENTS

38,729,746

22,021,160

CASH AND CASH EQUIVALENTS AS OF THE BEGINNING OF THE YEAR

125,044,092

103,022,932

CASH AND CASH EQUIVALENTS AS OF THE END OF THE YEAR

$ 163,773,838

$ 125,044,092

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid for interest expense

$ 160,583

$ 28,300

Cash paid for income taxes, net

$ 37,190,188

$ 30,239,002

NON-CASH INVESTING AND FINANCING ACTIVITIES

Property and equipment transferred from long-term prepayments

$ 1,493,450

$ 597,602

Operating lease right-of-use assets obtained in exchange for operating lease liabilities

$ 1,322,455

$ —

Finance lease right-of-use assets obtained in exchange for finance lease liabilities

$ 612,466

$ —

Remeasurement of operating lease liabilities and right-of-use assets due to lease modifications

$ 5,302,043

$ 2,908,554

Payables to related parties in connection with loan services provided

$ 14,219,401

$ 20,524,499

Issuance of common stock as incentive shares

$ 86

$ —

Issuance of common stock from conversion of convertible note

$ —

$ 2,700,000

Deemed contribution in connection with disposal of subsidiaries

$ —

$ 1,473,571

RECONCILIATION

OF GAAP TO NON-GAAP FINANCIAL MEASURES

SBC

MEDICAL GROUP HOLDINGS INCORPORATED

Unaudited

Reconciliations of GAAP and Non-GAAP Results

For the Three Months Ended

December 31,

For the Years Ended

December

31,

2025

2024

2025

2024

Total Revenues, net

$ 39,566,706

$ 44,420,537

$ 173,607,489

$ 205,415,542

Income from operations

12,848,892

4,717,662

67,486,398

70,303,710

Depreciation and amortization expense

673,684

931,596

2,684,300

3,799,377

Impairment loss

—

15,058,965

—

15,058,965

EBITDA

13,522,576

20,708,223

70,170,698

89,162,052

EBITDA margin

34 %

47 %

40 %

43 %

Net income margin

36 %

15 %

29 %

23 %

Contacts

SBC

Medical Group Holdings Incorporated

Hikaru

Fukui / Head of IR Department E-mail: ir@sbc-holdings.com

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