UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01 Regulation FD Disclosure.
On December 31, 2025, SBC Medical Group Holdings Incorporated (the “Company”) issued a press release announcing an updated capital strategy, including the effectiveness of its registration statement on Form S-3 and a $20.0 million share repurchase program, as described under Item 8.01 of this Current Report on Form 8-K.
The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information furnished under this Item 7.01, 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, or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.
Item 8.01 Other Events.
The Company’s Board of Directors has authorized a $20.0 million share repurchase program, pursuant to which the Company may repurchase shares of its common stock from time to time through open market transactions (including through the use of trading plans intended to qualify pursuant to Rule 10b5-1 under the Exchange Act), through privately negotiated transactions, or by other means, in accordance with applicable securities laws and restrictions. Open market purchases are expected to be structured to occur within the requirements of Rule 10b-18 under the Exchange Act. The repurchase program terminates on December 31, 2026, and may be modified, suspended or discontinued at any time in the Company’s discretion. The timing and total amount of share repurchases will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, restrictions under the terms of any debt agreements and other considerations. The program does not obligate the Company to acquire any amount of common stock. The program is intended to enable the Company to conduct flexible repurchases of its common stock in the future and the Company anticipates utilizing surplus cash and future free cash flow to fund repurchases.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated December 31, 2025. | |
| 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: | December 31, 2025 | By: | /s/ Yuya Yoshida |
| Name: | Yuya Yoshida | ||
| Title: | Chief Financial Officer | ||