US Physical Therapy (USPH) COO awarded 10,000 restricted shares

Rhea-AI Filing Summary

REEVE GRAHAM D. reported acquisition or exercise transactions in this Form 4 filing.

U.S. Physical Therapy COO Graham D. Reeve reported an equity award of 10,000 shares of common stock on February 23, 2026. The shares were granted as restricted stock under the company’s Amended and Restated 2003 Stock Incentive Plan at a price of $0.00 per share.

The restrictions lapse in 15 quarterly installments of 624 shares beginning May 20, 2026, plus 640 shares vesting on March 6, 2030, subject to continued employment. Following the grant, Reeve directly holds 30,740 shares, including 23,348 restricted shares with scheduled vesting through 2030, and indirectly holds 1,808 shares through the Reeve Trust.

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^*

REEVE GRAHAM D.

(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)
	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		10,000(1)	A	$0.00	30,740(2)	D
Common Stock								1,808	I	Reeve Trust

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. Restrictions lapse in 15 quarterly installments of 624 shares vesting beginning on May 20, 2026 and on each of March 6, May 20, August 20, and November 20 of each year 2026, 2027, 2028, and 2029 and 640 shares vesting on March 6, 2030, if he still employed by the Company as of those dates.

2. Includes 23,348 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: 1,964 shares will vest on March 6, 2026; 1,948 shares will vest on each of May 20, 2026, August 20, 2026, November 20, 2026; 1,956 shares will vest on March 6, 2027; 1,636 shares will vest on each of May 20, 2027, August 20, 2027, and November 20, 2027; 1,640 shares will vest on March 6, 2028; 1,130 shares will vest on each of May 20, 2028, August 20, 2028, November 20, 2028; 1,134 shares will vest on March 6, 2029; 624 shares will vest on each of May 20, 2029, August 20, 2029, November 20, 2029 and the remaining 640 shares will vest on March 6, 2030. Vesting is subject to his continued employment with the Company through each applicable vesting date.

	/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 Graham D. Reeve?

U.S. Physical Therapy reported that COO Graham D. Reeve received an award of 10,000 shares of common stock as restricted stock. The grant was made at $0.00 per share under the company’s Amended and Restated 2003 Stock Incentive Plan on February 23, 2026.

How do the 10,000 restricted shares granted to USPH COO Graham D. Reeve vest?

The 10,000 restricted shares vest in 15 quarterly installments of 624 shares starting May 20, 2026, plus 640 shares vesting on March 6, 2030. Vesting is conditioned on Reeve’s continued employment with U.S. Physical Therapy through each applicable vesting date over the 2026–2030 period.

How many U.S. Physical Therapy (USPH) shares does Graham D. Reeve own after this Form 4?

After the reported award, Graham D. Reeve directly owns 30,740 shares of U.S. Physical Therapy common stock, including 23,348 restricted shares with scheduled vesting through 2030. He also has indirect ownership of 1,808 shares held through the Reeve Trust, as disclosed in the filing.

Are the newly granted USPH shares to Graham D. Reeve an open-market purchase?

No, the 10,000 shares reported for Graham D. Reeve are a restricted stock award, not an open-market purchase. They were granted at $0.00 per share under the company’s stock incentive plan, with vesting dates from 2026 through 2030 tied to continued employment conditions.

What is the nature of Graham D. Reeve’s indirect USPH share ownership?

Graham D. Reeve’s indirect ownership consists of 1,808 shares of U.S. Physical Therapy common stock held through the Reeve Trust. The Form 4 identifies these as indirectly owned, separate from his directly held 30,740 shares, providing transparency on both direct and trust-based holdings.