[144] US Physical Therapy Inc SEC Filing

Rhea-AI Filing Summary

US Physical Therapy, Inc. (USPH) Form 144 notifies the planned sale of 763 shares of Class A Common Stock by Graham Reeve through J.P. Morgan Securities on or about 08/21/2025, with an aggregate market value listed as $64,832. The shares were acquired on 05/20/2025 through the vesting of restricted stock grants issued between 08/16/2021 and 02/24/2025. The filing shows the person intends cash payment on 08/22/2025. The issuer’s outstanding shares are reported as 15,190,000, making this sale a very small portion of total stock. The filing also discloses two prior sales by the same person within the past three months: 1,792 shares on 08/11/2025 for $155,124.48 and 530 shares on 05/21/2025 for $41,382. The signer represents they are not aware of undisclosed material adverse information about the issuer.

Positive

• Full Rule 144 disclosure provided including broker, acquisition details, and prior three-month sales
• Securities originated from restricted stock vesting, indicating the shares were acquired through routine compensation rather than an external purchase

Negative

• Insider sales occurred multiple times in the past three months (2,322 shares total), though amounts are small
• Filing does not state beneficiary trading plan dates (if any), so 10b5-1 plan status is not specified

Insights

Securities Analyst

TL;DR: Insider sale is disclosed and appears immaterial relative to outstanding shares.

The Form 144 reports a proposed sale of 763 shares, representing approximately 0.005% of the issuer's reported 15.19 million shares outstanding, indicating the transaction is unlikely to materially affect supply-demand dynamics or share price. The shares stem from restricted stock vesting, which is a routine source of insider liquidity. Recent prior sales totaling 2,322 shares in the past three months modestly increase insider disposition but remain immaterial in aggregate. From a market-impact perspective this disclosure is standard compliance with Rule 144 and provides transparency but carries no evident material signal about company fundamentals.

Corporate Governance Expert

TL;DR: Filing shows compliance with sale disclosure requirements and includes standard insider representations.

The filer documents the broker, transaction timing, acquisition origin (vesting of restricted stock grants), and prior three-month sales, aligning with Rule 144 requirements. The signature block includes the required representation about lacking undisclosed material adverse information, which is customary. The vesting origin reduces regulatory concerns about unusual transfers, and the explicit broker details support orderly execution. Governance implications are limited given the small size of the transactions, but the record of multiple recent sales is relevant for monitoring insider liquidity trends.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common Stock	J.P. Morgan Securities LLC 575 Washington Blvd Floor 9 Jersey City NJ 07310-1616	763	64832	15190000	08/21/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	05/20/2025	Vesting of Restricted STock Grants - Grants issued from 08/16/2021 - 02/24/2025)	US Physical Therap (issuer)			763	08/22/2025	cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Graham Reeve c/o USPH, 1300 West Sam Houston Parkway Suite 300 Houston TX 77042	Common	08/11/2025	1792	155124.48
Graham Reeve c/o USPH, 1300 West Sam Houston Parkway Suite 300 Houston TX 77042	Common	05/21/2025	530	41382

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the USPH Form 144 filed by Graham Reeve disclose?

The filing discloses a proposed sale of 763 shares of USPH Class A Common Stock through J.P. Morgan on or about 08/21/2025, acquired by vesting on 05/20/2025.

How large is the proposed sale relative to USPH outstanding shares?

The proposed sale of 763 shares compares to 15,190,000 shares outstanding, roughly 0.005% of the float as reported in the filing.

Were there other recent sales by the same person?

Yes. The filing shows prior sales of 530 shares on 05/21/2025 for $41,382 and 1,792 shares on 08/11/2025 for $155,124.48.

What was the acquisition source of the shares to be sold?

The shares were acquired via vesting of restricted stock grants (grants issued between 08/16/2021 and 02/24/2025).

Which broker is handling the sale?

The broker listed in the filing is J.P. Morgan Securities LLC (Jersey City, NJ).