USPH (USPH) CFO receives 10,000-share restricted stock grant in equity award

Rhea-AI Filing Summary

U.S. Physical Therapy, Inc. Chief Financial Officer Carey P. Hendrickson reported an acquisition of 10,000 shares of common stock as a restricted stock grant. The award carried a zero dollar price per share and increased his directly held total to 37,808 shares.

The 10,000-share grant vests in 15 equal quarterly installments of 624 shares from May 20, 2026 through November 20, 2029, plus 640 shares vesting on March 6, 2030, under the company’s Amended and Restated 2003 Stock Incentive Plan.

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^*

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)
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	37,808(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 624 shares each, vesting on May 20, August 20, and November 20 of 2026, and March 6, May 20, August 20, and November 20 in each of the years 2027, 2028, and 2029; and 640 shares which will vest on March 6, 2030.

2. Includes 22,796 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: 1,726 shares will vest on March 6, 2026; 1,870 shares will vest on each of May 20, 2026, August 20, 2026, November 20, 2026; 1,876 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 did U.S. Physical Therapy (USPH) disclose about Carey Hendrickson’s latest Form 4 transaction?

Carey P. Hendrickson, CFO of U.S. Physical Therapy, reported receiving 10,000 shares of common stock as a restricted stock grant. The grant was made at a stated price of $0.00 per share under the company’s Amended and Restated 2003 Stock Incentive Plan.

How many U.S. Physical Therapy (USPH) shares does Carey Hendrickson hold after this Form 4 grant?

After the restricted stock grant, Carey P. Hendrickson directly holds 37,808 shares of U.S. Physical Therapy common stock. This total includes previously granted restricted shares that remain subject to vesting conditions over multiple future vesting dates through March 6, 2030.

How does the 10,000-share restricted stock grant to USPH’s CFO vest over time?

The 10,000-share restricted stock award vests in fifteen equal quarterly installments of 624 shares from May 20, 2026 through November 20, 2029. An additional 640 shares vest on March 6, 2030, all pursuant to the company’s Amended and Restated 2003 Stock Incentive Plan.

What additional restricted stock holdings does Carey Hendrickson have at U.S. Physical Therapy (USPH)?

Footnotes state that 22,796 of Hendrickson’s shares, including the new grant, are restricted stock awards. These shares vest in scheduled tranches on specific dates between March 6, 2026, and March 6, 2030, subject to his continued employment with the company through each vesting date.

Is Carey Hendrickson’s Form 4 transaction in USPH stock a purchase or an award?

The Form 4 reports an award, not an open-market purchase. The 10,000 shares were acquired under transaction code “A” as a grant of restricted stock, with a reported price of $0.00 per share, reflecting equity compensation rather than a cash purchase on the market.