Form 8-K

8-K — SBC Medical Group Holdings Inc

Accession: 0001193125-26-347825

Filed: 2026-08-13

Period: 2026-08-13

CIK: 0001930313

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

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — sbc-20260813.htm (Primary)

EX-99.1 (sbc-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: sbc-20260813.htm · Sequence: 1

8-K

0001930313false0001930313sbc:CommonStock0.0001ParValuePerShareMember2026-08-132026-08-130001930313sbc:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember2026-08-132026-08-1300019303132026-08-132026-08-13

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): August 13, 2026

SBC Medical Group Holdings Incorporated

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-41462

88-1192288

(State or Other Jurisdiction

of 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 ☒

If 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.

On August 13, 2026, SBC Medical Group Holdings Incorporated (the “Company”) issued a press release announcing its results for the quarter ended June 30, 2026. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.

The information furnished under this 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 August 13, 2026, the Company posted investor presentations to its website, entitled “2Q 2026 Investor Presentation” and “2Q 2026 Group Overview,” which provide an overview of its business and results for the quarter ended June 30, 2026 (https://ir.sbc-holdings.com/presentations/). From time to time, the Company uses its website (https://ir.sbc-holdings.com/) 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, public conference calls and webcasts, and its LinkedIn page. 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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

99.1

Press Release, dated August 13, 2026, entitled “SBC Medical Group Holdings Reports Second Quarter 2026 Financial Results”

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:

August 13, 2026

By:

/s/ Yuya Yoshida

Name:

Title:

Yuya Yoshida

Chief Financial Officer and Chief Operating Officer

EX-99.1

Filename: sbc-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

SBC Medical Group Holdings Reports Second Quarter 2026 Financial Results

Restructuring Complete, Growth Reaccelerates: Q2 Revenue Up 13%, Net Income Attributable to SBC Medical Up 335%, Adjusted EBITDA1 Up 32% Year-over-Year. AI-Enabled Service Enhancements Drive Successful Fee Increases, Positioning the Business for Accelerated Network Expansion

—(BUSINESS WIRE)—

IRVINE, Calif. -- SBC Medical Group Holdings Incorporated (Nasdaq: SBC) (“SBC Medical” or the “Company”), a Medical Services Organization (MSO) providing management support across a wide range of healthcare fields to medical institutions in Japan and abroad, today announced its consolidated financial results for the second quarter of fiscal year 2026 (the three months ended June 30, 2026) and the first half of fiscal year 2026 (the six months ended June 30, 2026).

■ Second Quarter 2026 Financial Highlights

•

Total revenues were $49 million, an increase of 13% year-over-year.

•

Net income attributable to SBC Medical was $11 million, an increase of 335% year-over-year. Net income margin was 22%, an increase of 16 percentage points year-over-year.

•

Adjusted EBITDA1 was $20 million, an increase of 32% year-over-year. Adjusted EBITDA margin1 was 41%, an increase of 6 percentage points year-over-year.

•

Basic EPS was $0.10 for the three months ended June 30, 2026, an increase of 400% year-over-year.

The Company believes the quarter marked a clear reacceleration in its growth, with net income attributable to SBC Medical growth outpacing revenue growth. Earnings growth was supported by the expansion of the points business following a change in the Company’s operating policy and the expansion of service fees in line with enhanced AI-enabled support capabilities.

The business of the medical corporations the Company supports also continued to expand steadily. As of the end of June 2026, the number of locations2 increased by 34 year-over-year to 287, and last-twelve-month number of visits3 reached 6.9 million (up 10% year-over-year). Average spend per visit was $287, up 9% year-over-year.

■ Comment from SBC Medical’s Chairman and CEO Yoshiyuki Aikawa:

“We believe our results this quarter clearly demonstrate that SBC Medical’s growth story has entered a new phase. Having completed the structural reforms we undertook in 2025, we are now running multiple growth engines simultaneously. I am growing increasingly confident that this reacceleration is not a temporary phenomenon but reflects the strengthening of our underlying growth fundamentals.

What gives me the greatest confidence is that the convergence of healthcare and AI is becoming one of SBC Medical’s next sources of competitive advantage. We are leveraging more than 26 years of accumulated management data to support AI development and implementing mechanisms that enhance clinic operations — including AI-powered call centers, AI-driven marketing, and AI-assisted site selection for new clinic openings.

Strengthening our AI-enabled MSO platform simultaneously drives growth across three dimensions: the number of clinic locations, average fee per clinic (AFPC), and service menu breadth. As the platform’s appeal grows, patient visits and treatment volumes at the clinics we support increase, accelerating clinic growth — which in turn leads to expanded service fees commensurate with the value we provide. We believe this virtuous cycle is the driving force behind sustainable growth in consolidated revenue and EPS, as reflected in our most recent reported historical results and in the future.

Specifically, through fee revisions for our call center services provided to five specific affiliated medical corporations, together with separate fee revisions reflecting expanded support for Rize Clinic and Gorilla Clinic, we expect these initiatives, if their impact is realized for a full year, to increase service fees by approximately $15 million annually (converted at ¥158.1/US$). These initiatives are being pursued in a disciplined manner, premised on a win-win relationship between the Company and our affiliated medical corporations.

Looking ahead, we will deepen our multi-brand strategy in aesthetic dermatology domestically, while expanding our non-aesthetic business, which we position as our “second growth engine.” Internationally, we plan to accelerate our global growth through our collaboration with OrangeTwist in the United States and our ASEAN expansion, anchored in Thailand. We are also preparing to enter the Longevity market, which we see as having enormous potential.

With $184 million in cash and cash equivalents on hand, we will continue to pursue disciplined investment toward our next growth phase. By pursuing sustained EPS growth and achieving fair equity valuation for our shares in the capital markets as two wheels of the same cart, we aim to deliver even greater value to all our stakeholders, including our shareholders. We look forward to what lies ahead for SBC Medical.”

■ Summary of Key Financials

Unit

2Q26

2Q25

YoY

1H26

1H25

YoY

Total revenues

$MM

+13%

+2%

Net Income Attributable to

SBC Medical

$MM

+335%

(8)%

Net Income Margin

+16pt

(2)pt

Adjusted EBITDA 1

$MM

+32%

(4)%

Adjusted EBITDA Margin 1

+6pt

(2)pt

ROE (Annualized) 4

+12pt

(5)pt

Basic EPS 5

0.10

0.02

+400%

0.21

0.23

(9)%

1 Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. For more information on non-GAAP financial measures, please refer to “Use of Non-GAAP Financial Measures” and “Reconciliation of GAAP to Non-GAAP Measures (unaudited).”

2 Represents the total number of locations across the Company’s support and partnership network, including franchised locations of SBC-branded clinics, Rize Clinic, Gorilla Clinic, AHH Clinic, JUN CLINIC, and OrangeTwist.

3 Patient visits include patients of SBC-branded clinics, Rize Clinic, Gorilla Clinic, AHH Clinic, and JUN CLINIC. The period covered is from July 1, 2025 to June 30, 2026.

4 Return on equity (ROE) is calculated as net income attributable to SBC Medical divided by average shareholders’ equity (beginning and end of period).

5 Basic EPS is calculated as net income attributable to SBC Medical divided by the weighted average number of shares outstanding.

Conference Call

The Company will hold a conference call on Thursday, August 13th, 2026 at 08:30 a.m. Eastern Time (or Thursday, August 13th, 2026 at 09:30 p.m. Japan Time) to discuss the financial results for the second quarter ended June 30, 2026. A question-and-answer session will follow the prepared remarks.

During the live webcast, participants may submit questions in real-time using the Zoom Q&A button.

All attendees, regardless of their current stock ownership status, are welcome to submit questions. Please note that due to time constraints and the nature of the inquiries, we may not be able to address every question during the call.

Please register in advance of the conference using the link provided below:

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

Upon registration, you will be able to access the dedicated conference call viewing site.

Additionally, the earnings release, accompanying slides, and a separate link to the archived webcast of this conference call will be available on the Company’s Investor Relations website at https://ir.sbc-holdings.com/.

About SBC Medical

SBC Medical is a Medical Services Organization providing management support across a wide range of healthcare 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 continues to provide safe, trusted, and high-quality medical services while further strengthening its international reputation for quality and trust in medical care.

Company Name: SBC Medical Group Holdings Incorporated | Listed Market: NASDAQ Global Market | Ticker: SBC | Address: 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618 USA | IR Website: https://ir.sbc-holdings.com/ | LinkedIn: https://www.linkedin.com/company/sbc-medical-group-holdings-inc

Use of Non-GAAP Financial Measures

The Company uses non-GAAP measures, such as Adjusted EBITDA, Adjusted 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, 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 presentations of these measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Because not all companies use identical calculations, the presentations of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company. For reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures, see the reconciliations included at the end of this press release.

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 plans and strategies for service expansion; growth in revenue and earnings; and business prospects. 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,” “targets,” 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

UNAUDITED CONSOLIDATED BALANCE SHEETS

June 30,

2026

December 31,

2025

ASSETS

Current assets:

Cash and cash equivalents

184,311,213

163,773,838

Accounts receivable

2,488,575

2,388,021

Accounts receivable – related parties

40,748,686

27,511,730

Inventories

2,979,818

2,792,617

Short-term investments – related parties

307,922

319,193

Finance lease receivables, current – related parties

13,725,781

12,832,355

Income tax recoverable

1,033,646

1,175,510

Customer loans receivable, current

4,991,848

8,705,999

Prepaid expenses and other current assets

7,239,514

11,724,852

Other receivables - related parties

1,560,521

—

Total current assets

259,387,524

231,224,115

Non-current assets:

Property and equipment, net

7,414,691

7,539,392

Intangible assets, net

45,686,697

47,742,888

Long-term investments, net

1,287,477

1,299,366

Equity method investments

19,743,990

20,312,642

Goodwill, net

15,179,809

15,432,061

Finance lease receivables, non-current – related parties

11,673,777

13,746,513

Operating lease right-of-use assets

10,147,179

8,366,569

Finance lease right-of-use assets

362,302

450,874

Deferred tax assets

8,103,446

4,014,294

Customer loans receivable, non-current

2,887,006

4,824,977

Long-term prepayments

420,043

393,270

Long-term investments in MCs – related parties

17,207,414

17,837,293

Other assets

7,157,667

7,263,692

Total non-current assets

147,271,498

149,223,831

Total assets

406,659,022

380,447,946

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

22,832,724

16,988,384

Accounts payable – related parties

931,810

651,463

Bank and other borrowings, current

11,816,235

9,099,046

Advances from customers

980,889

1,415,762

Advances from customers – related parties

3,993,850

5,357,221

Income tax payable

19,313,068

8,821,853

Operating lease liabilities, current

5,404,269

4,416,960

Finance lease liabilities, current

99,627

132,946

Accrued liabilities and other current liabilities

13,087,484

11,544,695

Due to related party

—

2,692,673

Total current liabilities

78,459,956

61,121,003

Non-current liabilities:

Bank and other borrowings, non-current

25,938,581

33,734,438

Deferred tax liabilities

15,777,663

16,374,832

Operating lease liabilities, non-current

4,897,286

4,136,257

Finance lease liabilities, non-current

77,080

116,527

Other liabilities

1,593,314

1,660,183

Total non-current liabilities

48,283,924

56,022,237

Total liabilities

126,743,880

117,143,240

SBC MEDICAL GROUP HOLDINGS INCORPORATED

UNAUDITED CONSOLIDATED BALANCE SHEETS — (Continued)

June 30,

2026

December 31,

2025

Commitments and contingencies (Note 19)

Stockholders’ equity:

Preferred stock ($0.0001 par value, 20,000,000 shares authorized; no shares issued and outstanding as of June 30, 2026 and December 31, 2025)

—

Common stock ($0.0001 par value, 400,000,000 shares authorized, 103,881,251 shares issued, and 102,576,943 shares outstanding as of June 30, 2026 and December 31, 2025)

10,388

Additional paid-in capital

75,715,942

72,867,424

Treasury stock (at cost, 1,304,308 shares as of June 30, 2026 and December 31, 2025)

(7,749,997

)

(7,749,997

)

Retained earnings

262,449,513

240,448,620

Accumulated other comprehensive loss

(66,589,505

)

(57,294,239

)

Total SBC Medical Group Holdings Incorporated stockholders’ equity

263,836,341

248,282,196

Non-controlling interests

16,078,801

15,022,510

Total stockholders’ equity

279,915,142

263,304,706

Total liabilities and stockholders’ equity

406,659,022

380,447,946

SBC MEDICAL GROUP HOLDINGS INCORPORATED

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

2026

2025

2026

2025

Revenues, net – related parties

43,732,194

38,944,898

81,687,254

84,202,043

Revenues, net

5,455,874

4,413,949

10,561,376

6,485,505

Total revenues, net

49,188,068

43,358,847

92,248,630

90,687,548

Cost of revenues (including cost of revenues from related parties of $138,593 and $4,669,602 for the three months ended June 30, 2026 and 2025, and $262,982 and $8,126,530 for the six months ended June 30, 2026 and 2025, respectively)

13,210,752

13,348,270

25,924,580

22,943,887

Gross profit

35,977,316

30,010,577

66,324,050

67,743,661

Operating expenses:

Selling, general and administrative expenses (including selling, general and administrative expenses from related parties of $341,510 and $415,767 for the three months ended June 30, 2026 and 2025, and $684,903 and $415,767 for the six months ended June 30, 2026 and 2025, respectively)

17,016,766

15,456,385

29,643,485

28,987,395

Total operating expenses

17,016,766

15,456,385

29,643,485

28,987,395

Income from operations

18,960,550

14,554,192

36,680,565

38,756,266

Other income (expenses):

Interest income

8,520

22,882

129,889

78,215

Interest expense

(128,629

)

(49,651

)

(243,435

)

(55,858

)

Foreign currency exchange gain (loss), net

1,032,259

(769,720

)

1,893,937

(1,828,246

)

Other income

137,056

145,403

628,620

296,731

Other expenses

(455,070

)

(362,745

)

(678,279

)

(1,001,478

)

Gain on redemption of life insurance policies

—

8,746,138

Total other income (expenses)

594,136

(1,013,831

)

1,730,732

6,235,502

Income before income taxes and equity in losses of equity method investees

19,554,686

13,540,361

38,411,297

44,991,768

Income tax expense

7,823,743

11,100,509

15,351,334

21,059,966

Equity in losses of equity method investees, net of tax

(568,652

)

—

(568,652

)

—

Net income

11,162,291

2,439,852

22,491,311

23,931,802

Less: net income (loss) attributable to non-controlling interests

469,469

(18,388

)

490,418

(28,884

)

Net income attributable to SBC Medical Group Holdings Incorporated

10,692,822

2,458,240

22,000,893

23,960,686

Other comprehensive income (loss):

Foreign currency translation adjustment

(5,319,471

)

8,623,269

(9,569,020

)

18,431,596

Total comprehensive income

5,842,820

11,063,121

12,922,291

42,363,398

Less: comprehensive income attributable to non-controlling interests

198,369

184,411

216,664

147,579

Comprehensive income attributable to SBC Medical Group Holdings Incorporated

5,644,451

10,878,710

12,705,627

42,215,819

Net income per share attributable to SBC Medical Group Holdings Incorporated

Basic and diluted

0.10

0.02

0.21

0.23

Weighted average shares outstanding

Basic and diluted

102,576,943

103,507,249

102,576,943

103,392,580

SBC MEDICAL GROUP HOLDINGS INCORPORATED

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months

Ended June 30,

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES

Net income

22,491,311

23,931,802

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation and amortization expense

1,802,958

1,264,405

Non-cash lease expense

2,861,022

2,185,744

Provision for (reversal of) credit losses

(44,753

)

283,752

Equity in losses of equity method investees

568,652

—

Stock-based compensation

7,854

—

Fair value change of long-term investments

(34,905

)

384,523

Gain on redemption of life insurance policies

—

(8,746,138

)

Loss (gain) on disposal of property and equipment

9,397

(10,804

)

Change in fair value of cryptocurrencies

—

(111,632

)

Deferred income taxes

(4,545,948

)

7,452,983

Changes in operating assets and liabilities:

Accounts receivable

(184,336

)

(789,577

)

Accounts receivable - related parties

(14,570,601

)

(17,039,113

)

Inventories

(279,190

)

(717,972

)

Finance lease receivables - related parties

247,191

(6,482,967

)

Customer loans receivable

5,357,608

8,081,703

Other receivables - related parties

(1,602,304

)

—

Prepaid expenses and other current assets

4,173,911

(1,349,225

)

Long-term prepayments

59,145

211,988

Other assets

(185,014

)

85,907

Accounts payable

6,593,276

1,165,217

Accounts payable - related parties

307,962

2,455,865

Notes payables - related parties

—

(5,031,570

)

Advances from customers

(395,704

)

(369,616

)

Advances from customers - related parties

(1,205,634

)

(2,363,891

)

Income tax payable

11,194,897

(6,030,526

)

Operating lease liabilities

(2,876,789

)

(2,275,398

)

Accrued liabilities and other current liabilities

2,008,843

(2,508,035

)

Other liabilities

(17,601

)

(88,593

)

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

31,741,248

(6,411,168

)

SBC MEDICAL GROUP HOLDINGS INCORPORATED

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)

For the Six Months

Ended June 30,

2026

2025

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property and equipment

(209,391

)

(560,431

)

Prepayments for property and equipment

(804,423

)

(705,351

)

Payments made on behalf of related parties

—

(1,836,541

)

Purchase of long-term investments

—

(652,555

)

Purchase of cryptocurrencies

—

(424,250

)

Long-term loans to others

—

(13,134

)

Repayments from related parties

—

70,000

Repayments from others

31,111

56,307

Proceeds from redemption of life insurance policies

—

17,735,717

Deconsolidation of VIE, net of cash disposed of

1,019,909

—

Proceeds from disposal of property and equipment

—

1,728,236

NET CASH PROVIDED BY INVESTING ACTIVITIES

37,206

15,397,998

CASH FLOWS FROM FINANCING ACTIVITIES

Borrowings from related parties

—

15,000

Proceeds from exercise of stock acquisition rights in subsidiary by non-controlling interests

31,866

—

Repayments of bank and other borrowings

(3,740,739

)

(74,256

)

Repayments of finance lease liabilities

(71,942

)

(278,097

)

Repayments to related parties

(22,657

)

(27,943

)

Repurchase of common stock

—

(2,415,262

)

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

—

9,682,277

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

(3,803,472

)

6,901,719

Effect of exchange rate changes

(7,437,607

)

11,808,241

NET CHANGE IN CASH AND CASH EQUIVALENTS

20,537,375

27,696,790

CASH AND CASH EQUIVALENTS AS OF THE BEGINNING OF THE PERIOD

163,773,838

125,044,092

CASH AND CASH EQUIVALENTS AS OF THE END OF THE PERIOD

184,311,213

152,740,882

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid for interest expense

243,435

55,858

Cash paid for income taxes, net

8,660,822

19,637,454

NON-CASH INVESTING AND FINANCING ACTIVITIES

Property and equipment transferred from long-term prepayments

703,529

246,188

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

67,106

104,437

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

4,844,803

1,160,680

Payables to related parties in connection with loan services provided

—

8,175,342

Issuance of common stock as incentive shares

—

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (UNAUDITED)

SBC MEDICAL GROUP HOLDINGS INCORPORATED

For the Three Months Ended

June 30,

For the Six Months Ended

June 30,

2026

2025

2026

2025

Total Revenues, net

49,188,068

43,358,847

92,248,630

90,687,548

Net income attributable to SBC Medical Group Holdings Incorporated

10,692,822

2,458,240

22,000,893

23,960,686

Adjusted to exclude the following:

Net income (loss) attributable to non-controlling interests

469,469

(18,388

)

490,418

(28,884

)

Equity in losses of equity method investees, net of tax

568,652

—

568,652

—

Income tax expense

7,823,743

11,100,509

15,351,334

21,059,966

Gain on redemption of life insurance policies

—

(8,746,138

)

Other expenses

455,070

362,745

678,279

1,001,478

Other income

(137,056

)

(145,403

)

(628,620

)

(296,731

)

Foreign currency exchange gain (loss), net

(1,032,259

)

769,720

(1,893,937

)

1,828,246

Interest expense

128,629

49,651

243,435

55,858

Interest income

(8,520

)

(22,882

)

(129,889

)

(78,215

)

Depreciation and amortization expense

1,132,524

636,101

1,802,958

1,264,405

Adjusted EBITDA

20,093,074

15,190,293

38,483,523

40,020,671

Net income margin

Adjusted EBITDA margin

Adjusted EBITDA is a non-GAAP financial measure defined as net income attributable to SBC Medical adjusted for net income (loss) attributable to non-controlling interests, equity in losses of equity method investees, net of tax, income tax expense, gain on redemption of life insurance policies, other expenses, other income, foreign currency exchange gain (loss), net, interest expense, interest income, and depreciation and amortization expense.

Net income margin is defined as net income attributable to SBC Medical divided by total revenues, net. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by total revenues, net.

Contacts

SBC Medical Group Holdings Incorporated — Hikaru Fukui / Head of IR Department; E-mail: ir@sbc-holdings.com

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