15,000-share stock award to U S Physical Therapy (USPH) COO

Rhea-AI Filing Summary

Williams Eric Joseph reported acquisition or exercise transactions in this Form 4 filing.

U S Physical Therapy reported that President and COO Eric Joseph Williams received a grant of 15,000 shares of common stock as restricted stock under the Amended and Restated 2003 Stock Incentive Plan. The award was recorded at a price of $0.0000 per share, indicating a non-cash equity grant.

The restrictions on these 15,000 shares lapse in fifteen equal quarterly installments of 936 shares on specified dates from May 20, 2026 through November 20, 2029, with a final 960 shares vesting on March 6, 2030, all subject to his continued employment. Following this grant, he directly holds 40,331 shares, including 31,322 restricted shares with a detailed vesting schedule extending from March 6, 2026 through March 6, 2030.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Williams Eric Joseph

(Last) (First) (Middle)

1300 W SAM HOUSTON PKWY S

SUITE 300

(Street)

HOUSTON TX 77042

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
U S PHYSICAL THERAPY INC /NV [ USPH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/23/2026		A		15,000(1)	A	$0.00	40,331(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares of common stock were granted as restricted stock pursuant to the Company's Amended and Restated 2003 Stock Incentive Plan. The restrictions lapse in fifteen (15) equal quarterly installments of 936 shares vesting on each of May 20, August 20, November 20, and March 6 of each of the years 2026, 2027, 2028, and 2029. The final 960 shares vesting on March 6, 2030. Vesting is subject to his continued employment with the Company through each of the applicable vesting dates.

2. Includes 31,322 shares, inclusive of those mentioned in Footnote 1, which were granted as restricted stock pursuant to the Company's Amended and Restated 2003 Stock Incentive Plan. Restriction lapse as follows: 1,896 shares vest on March 6, 2026; 2,512 shares vest on May 20, 2026, August 20, 2026, November 20, 2026; 2,520 shares vest on March 6, 2027; 2,200 shares vest on May 20, 2027, August 20, 2027, and November 20, 2027; 2,204 shares vest on March 6, 2028; 1,694 shares vest on May 20, 2028, August 20, 2028, and November 20, 2028; 1,716 shares will vest on March 6, 2029; 936 shares vest on May 20, 2029, August 20, 2029 and November 20, 2029; and 960 shares will vest on March 6, 2030. Vesting is subject to his continued employment with the Company through each of the applicable vesting dates.

	/s/ Kate Venturina, as attorney-in-fact	02/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did U S Physical Therapy (USPH) report for Eric Joseph Williams?

U S Physical Therapy reported that President and COO Eric Joseph Williams received a grant of 15,000 shares of common stock as restricted stock. The equity award was issued at a stated price of $0.0000 per share under the company’s Amended and Restated 2003 Stock Incentive Plan.

How many shares does Eric Joseph Williams hold after this Form 4 transaction for USPH?

After the reported restricted stock grant, Eric Joseph Williams directly holds a total of 40,331 shares of U S Physical Therapy common stock. This total includes 31,322 restricted shares granted under the company’s Amended and Restated 2003 Stock Incentive Plan with various future vesting dates.

What is the vesting schedule for the 15,000 restricted shares granted to the USPH President and COO?

The 15,000 restricted shares vest in fifteen equal quarterly installments of 936 shares on May 20, August 20, and November 20, plus March 6, across 2026, 2027, 2028, and 2029. The final 960 shares vest on March 6, 2030, subject to continued employment.

Under which plan were the 15,000 restricted shares for USPH’s Eric Joseph Williams granted?

The 15,000 restricted shares were granted to Eric Joseph Williams under U S Physical Therapy’s Amended and Restated 2003 Stock Incentive Plan. This plan provides for restricted stock awards whose restrictions lapse over time, contingent on the executive’s continued employment with the company.

What additional restricted stock holdings does Eric Joseph Williams have at U S Physical Therapy?

Eric Joseph Williams’ holdings include 31,322 restricted shares of U S Physical Therapy common stock. These restricted shares, inclusive of the new grant, vest in multiple tranches between March 6, 2026 and March 6, 2030, with each tranche contingent on his continued employment.

What employment condition is attached to the restricted stock grants reported in USPH’s Form 4?

All restricted stock grants reported for Eric Joseph Williams require his continued employment with U S Physical Therapy through each applicable vesting date. If he remains employed, specified share amounts vest on scheduled dates from 2026 through 2030 under the company’s stock incentive plan.