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US Physical Therapy (USPH) lawyer surrenders stock for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

U S PHYSICAL THERAPY INC /NV (USPH) reported that executive vice president, general counsel and secretary Richard Binstein surrendered 450 shares of common stock on August 20, 2026 at $78.00 per share. The shares were delivered to the issuer to satisfy tax withholding obligations upon vesting. After this disposition, he directly holds 24,417 shares, including 17,330 shares of restricted stock scheduled to vest in tranches through March 6, 2030, contingent on continued employment.

Positive

  • None.

Negative

  • None.
Insider Binstein Richard
Role EVP Gen'l Counsel & Secretary
Type Security Shares Price Value
Tax Withholding Common Stock F1, F2 450 $78.00 $35K
Holdings After Transaction: Common Stock — 24,417 shares (Direct)
Footnotes (2)
  1. F1. The reporting person surrendered shares to the issuer to satisfy applicable tax withholding obligations upon vesting.
  2. F2. Includes 17,330 shares which were granted as restricted stock pursuant to the Company's Amended and Restated 2003 Stock Incentive Plan. Restrictions lapse as follows: 1,870 shares will vest on 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, and 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, and November 20, 2029 and 640 shares will vest on March 6, 2030, if he is an employee of the Company on those dates.
Shares surrendered for tax withholding 450 shares Common Stock surrendered on August 20, 2026
Price per share $78.00 Value used for the August 20, 2026 tax-withholding disposition
Shares owned after transaction 24,417 shares Direct holdings of Common Stock following the August 20, 2026 transaction
Restricted stock included in holdings 17,330 shares Restricted stock granted under the Amended and Restated 2003 Stock Incentive Plan
Next vesting tranche 1,870 shares Restricted shares scheduled to vest on November 20, 2026 if employment continues
restricted stock financial
"Includes 17,330 shares which were granted as restricted stock pursuant to the Company's Amended"
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
Amended and Restated 2003 Stock Incentive Plan financial
"granted as restricted stock pursuant to the Company's Amended and Restated 2003 Stock Incentive Plan"
tax withholding obligations financial
"surrendered shares to the issuer to satisfy applicable tax withholding obligations upon vesting"

FAQ

What insider transaction did USPH executive Richard Binstein report on this Form 4?
Richard Binstein reported that he surrendered 450 USPH common shares on August 20, 2026 at $78.00 per share. The shares were delivered to U S PHYSICAL THERAPY INC /NV to satisfy applicable tax withholding obligations upon vesting of equity awards.

Was the USPH Form 4 transaction a market sale or tax withholding for Richard Binstein?
The Form 4 shows a Code F transaction, meaning payment of tax liability by delivering or withholding securities. A footnote states the reporting person surrendered shares to the issuer to satisfy applicable tax withholding obligations upon vesting, not an open-market sale.

How many USPH shares does Richard Binstein own after this reported transaction?
After the August 20, 2026 transaction, Richard Binstein directly holds 24,417 shares of U S PHYSICAL THERAPY INC /NV common stock. This total includes 17,330 shares of restricted stock granted under the company’s Amended and Restated 2003 Stock Incentive Plan.

What is the vesting schedule of Richard Binstein’s restricted USPH shares?
The filing states that 17,330 restricted shares vest in tranches from November 20, 2026 through March 6, 2030, including multiple vesting dates each year. Vesting is conditioned on his continued employment with U S PHYSICAL THERAPY INC /NV on those dates.

What does transaction code F mean in this USPH Form 4 for Richard Binstein?
Transaction code F indicates payment of tax liability by delivering or withholding securities. For this USPH filing, the footnote clarifies that 450 shares were surrendered to the issuer to cover tax withholding upon vesting of equity awards.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Binstein Richard
(Last)(First)(Middle)
1300 W SAM HOUSTON PKWY S
SUITE 300
(Street)
HOUSTON TEXAS 77042
(City)(State)(Zip)
UNITED STATES
(Country)		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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP Gen'l Counsel & Secretary
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/20/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/20/2026F450(1)D$7824,417(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The reporting person surrendered shares to the issuer to satisfy applicable tax withholding obligations upon vesting.
2. Includes 17,330 shares which were granted as restricted stock pursuant to the Company's Amended and Restated 2003 Stock Incentive Plan. Restrictions lapse as follows: 1,870 shares will vest on 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, and 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, and November 20, 2029 and 640 shares will vest on March 6, 2030, if he is an employee of the Company on those dates.
/s/ Kate Venturina, as attorney-in-fact08/24/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR