{"url_path":"/sec/sbcww/8-k/2026-05-20/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1930313/0001493152-26-024609-index.html","accession_number":"0001493152-26-024609","cik":"0001930313","ticker":"SBC","issuer_name":"SBC Medical Group Holdings Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1930313/0001493152-26-024609-index.html","primary_entity_key":"0001930313","primary_entity_name":"SBC Medical Group Holdings Inc"},"word_count":652,"has_tables":true,"body_markdown":"**Item\n5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of\nCertain Officers.**\n\n \n\nOn\nMay 14, 2026, Mike Sayama, an independent director of SBC Medical Group Holdings Incorporated (the “Company”), notified the\nCompany that he would not seek re-election at the Company’s forthcoming 2026 Annual Meeting of Stockholders (the “2026 AGM”).\n\n \n\nThe\nCompany’s board of directors has reduced the size of the board of directors to four members, effective as of immediately prior\nto 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\nboard of directors subsequent to the 2026 AGM; once the board of directors has identified a suitable candidate to serve as an independent\ndirector, it intends to increase the size of board to five members and appoint the new independent director to the board and each of\nthe nominating and corporate governance committee, compensation committee and audit committee, to serve as a third member of such committees\nin replacement of the positions held by Mr. Sayama until the effective date of his departure from the board of directors.\n\n \n\nMr.\nSayama’s decision to not pursue re-election was not due to any disagreement with the Company, its management, or the board of directors\non any matter relating to the Company’s operations, policies or practices.\n\n** **\n\nThe\nCompany plans to file with the U.S. Securities and Exchange Commission (the “SEC”) a definitive proxy statement (the “Proxy\nStatement”) in connection with the 2026 AGM. Investors and security holders are urged to read the Proxy Statement carefully when\nit 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\nthe website maintained by the SEC at www.sec.gov.\n\n** **\n\n**Forward-Looking\nStatements**\n\n \n\nThis\nCurrent Report on Form 8-K contains forward-looking statements. Forward-looking statements are not historical facts or statements of\ncurrent conditions but instead represent only the Company’s beliefs regarding future events and performance, many of which, by\ntheir nature, are inherently uncertain and outside of the Company’s control. These forward-looking statements reflect the Company’s\ncurrent views with respect to, among other things, updates to the composition of its board of directors. In some cases, forward-looking\nstatements can be identified by the use of words such as “may,” “should,” “expects,” “anticipates,”\n“contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,”\n“potential,” or “hopes” or the negative of these or similar terms. The Company cautions readers not to place\nundue reliance upon any forward-looking statements, which are current only as of the date of this Current Report on Form 8-K and are\nsubject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. The forward-looking\nstatements are based on management’s current expectations and are not guarantees of future performance. The Company does not undertake\nor accept any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its\nexpectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Factors\nthat may cause actual results to differ materially from current expectations may emerge from time to time, and it is not possible for\nthe Company to predict all of them; such factors include, among other things, changes in global, regional, or local economic, business,\ncompetitive, market and regulatory conditions, and those listed under the heading “Risk Factors” and elsewhere in the Company’s\nfilings with the SEC, which are accessible on the SEC’s website at www.sec.gov.\n\n \n\n \n\n \n\n** **\n\n**SIGNATURES**\n\n** **\n\nPursuant\nto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by\nthe undersigned hereunto duly authorized.\n\n \n\n \n \n \nSBC\nMedical Group Holdings Incorporated\n\n \n \n \n \n\nDate:\nMay\n20, 2026\nBy:\n*/s/\nYuya Yoshida*\n\n \n \n\nName:\n\nTitle:\n\nYuya\nYoshida\n\nChief Financial Officer and Chief Operating Officer"}