US Physical Therapy (USPH) CFO disposes 10,000 shares back to issuer

Rhea-AI Filing Summary

U S Physical Therapy's Chief Financial Officer Carey P. Hendrickson reported a disposition of 10,000 shares of common stock back to the issuer. The Form 4 lists the transaction as a "Disposition to issuer" at a reported price of $0.00 per share, often indicating an administrative or compensation-related transfer rather than an open-market trade. Following this transaction, Hendrickson directly owns 27,808 shares of U S Physical Therapy common stock. A footnote explains that 11,070 of these shares are unvested restricted stock granted under the company’s stock incentive plan, scheduled to vest in tranches between May 20, 2026 and March 6, 2029, provided he remains employed on those dates.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

HENDRICKSON CAREY P

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

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	03/09/2026		D		10,000	D	$0.00	27,808(1)	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. Includes 11,070 shares which were granted as restricted stock pursuant to the Company's Amended and Restated 2003 Stock Incentive Plan. Restriction lapse as follows: 1,246 shares will vest on each of May 20, 2026, August 20, 2026 and November 20, 2026, 1,252 shares will vest on March 6, 2027, 1,012 shares will vest on each of May 20, 2027, August 20, 2027, and November 20, 2027, 1,016 shares will vest on March 6, 2028, 506 shares will vest on each of May 20, 2028, August 20, 2028, and November 20, 2028, 510 shares will vest on March 6, 2029 if he remains employed by the Company on those dates.

	/s/ Kate Venturina, as attorney-in-fact	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did USPH CFO Carey Hendrickson report on this Form 4?

Carey P. Hendrickson reported disposing of 10,000 shares of U S Physical Therapy common stock back to the issuer. The transaction is coded as a “Disposition to issuer” at a reported price of $0.00 per share, indicating a non-market transfer.

How many USPH shares does the CFO hold after the reported disposition?

After the 10,000-share disposition to the issuer, Carey P. Hendrickson directly holds 27,808 shares of U S Physical Therapy common stock. This figure represents his remaining direct ownership position as reported in the Form 4 following the transaction.

Are any of Carey Hendrickson’s USPH shares unvested restricted stock?

Yes. The filing notes that 11,070 of Carey P. Hendrickson’s 27,808 shares are unvested restricted stock grants. These shares were issued under the company’s Amended and Restated 2003 Stock Incentive Plan and are subject to future vesting dates.

When are the USPH CFO’s restricted stock grants scheduled to vest?

The restricted shares vest in multiple tranches from May 20, 2026, through March 6, 2029. Specific vesting dates include several installments in May, August, November of 2026–2028, and a final tranche on March 6, 2029, contingent on continued employment.

Was the USPH CFO’s transaction an open-market sale of shares?

No. The transaction is coded “D” for Disposition to issuer, not an open-market sale. The shares were transferred back to U S Physical Therapy at a reported price of $0.00 per share, indicating an internal or administrative transaction rather than a market trade.