[8-K] US Physical Therapy Inc Reports Material Event

Rhea-AI Filing Summary

U.S. Physical Therapy, Inc. (NYSE: USPH) hosted a conference call and webcast on August 7, 2025 to discuss results for the three and six months ended June 30, 2025. The company furnished the conference call transcript as Exhibit 99.1 to this Current Report and stated the materials are furnished, not filed, so they are not subject to Section 18 liabilities and are not incorporated by reference unless expressly provided.

This 8-K itself does not present financial statements or earnings figures; it makes management commentary and the call transcript available to investors as a supplemental disclosure.

Positive

• Conference call transcript furnished as Exhibit 99.1, improving access to management commentary
• Regulation FD disclosure observed and the furnished-vs-filed distinction clearly stated

Negative

• None.

Insights

Securities Analyst

TL;DR: Transcript furnished; no new financials in the 8-K; neutral to investors.

The filing provides the company’s conference call transcript as Exhibit 99.1, increasing transparency about management commentary and Q&A without introducing new audited numbers or amended guidance in the filing itself. Because the material is explicitly furnished, not filed, it carries limited legal exposure and does not alter reported financials—so the market impact is likely minimal absent new information in the transcript itself.

Corporate Governance Expert

TL;DR: Reg FD disclosure preserved; furnishing the transcript limits Section 18 liability while sharing management commentary.

This 8-K reflects routine compliance with Regulation FD by making the call transcript available to the public. The company’s statement that the content is furnished rather than filed preserves the legal distinction that prevents automatic incorporation by reference into future filings. From a governance perspective, timely access to management remarks is positive for transparency but does not represent a material corporate action.

falseU S PHYSICAL THERAPY INC /NV000088597800008859782025-08-112025-08-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 11, 2025

 U.S. PHYSICAL THERAPY, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-11151		76-0364866
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

1300 WEST SAM HOUSTON PARKWAY, SUITE 300, HOUSTON, Texas		77043
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (713) 297-7000

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 ( see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12(b) 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, $.01 par value	USPH	New York Stock Exchange

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 7.01 Regulation FD Disclosure.
 

On August 7, 2025, U.S. Physical Therapy Inc., (the "Company") (NYSE: USPH) hosted a conference call and webcast to discuss its results for the three and six months ended June 30, 2025. The transcript of the conference call is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit		Description of Exhibit
99.1		Registrant's August 7, 2025 Conference Call Transcript Discussing Three and Six Months Ended June 30, 2025.

SIGNATURE

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.

				U.S. PHYSICAL THERAPY, INC.
Date: August 11, 2025				By:		/s/ CAREY HENDRICKSON
						Carey Hendrickson
						Chief Financial Officer
						(duly authorized officer and principal financial and accounting officer)

FAQ

What did USPH disclose in this 8-K (USPH)?

The company furnished the transcript of its August 7, 2025 conference call discussing results for the three and six months ended June 30, 2025 as Exhibit 99.1.

Does this 8-K include financial statements or earnings numbers for USPH?

No. The 8-K does not include financial statements or earnings figures; it only furnishes the conference call transcript.

Is the transcript in the 8-K considered filed with the SEC?

No. The transcript is explicitly furnished, not filed, so it is not subject to Section 18 liabilities and is not incorporated by reference unless expressly stated.

Where can I find the transcript referenced by USPH?

The transcript is attached as Exhibit 99.1 to the Current Report; it is available through the SEC EDGAR filing for the 8-K.

What period was discussed on the conference call cited in the 8-K?

The call covered results for the three and six months ended June 30, 2025.