U.S. Physical Therapy (NYSE: USPH) COO surrenders stock for tax withholding

Rhea-AI Filing Summary

U S PHYSICAL THERAPY INC /NV (USPH) reported that its COO, Graham D. Reeve, surrendered 762 shares of common stock on August 20, 2026 to the company to satisfy tax withholding obligations upon vesting of equity awards. After this tax-withholding disposition, he directly holds 28,554 shares, including 17,488 shares of restricted stock scheduled to vest in tranches through March 6, 2030 if he remains employed.

Insider Trade Summary

Net Seller: 762 shares

Net Sell 1 txn

Insider REEVE GRAHAM D.

Role COO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	762	$78.00	$59K

Holdings After Transaction: Common Stock — 28,554 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 17,488 shares which were granted as restricted stock pursuant to the Company's Amended and Restated 2003 Stock Incentive Plan. Restrictions lapse as follows: 1,948 shares will vest on 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, 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.

Key Figures

Shares surrendered for tax withholding: 762 shares Tax-withholding transaction price: $78.00 per share Shares held after transaction: 28,554 shares +3 more

6 metrics

Shares surrendered for tax withholding 762 shares Common stock surrendered on August 20, 2026 to satisfy tax withholding

Tax-withholding transaction price $78.00 per share Value assigned to the 762 surrendered shares

Shares held after transaction 28,554 shares Direct USPH common stock holdings of Graham D. Reeve following the transaction

Restricted stock included in holdings 17,488 shares Restricted shares granted under the Amended and Restated 2003 Stock Incentive Plan

Next vesting tranche 1,948 shares Restricted stock scheduled to vest on November 20, 2026 if still employed

Largest single vesting tranche 1,956 shares Restricted stock scheduled to vest on March 6, 2027 if still employed

Key Terms

restricted stock, Amended and Restated 2003 Stock Incentive Plan, tax withholding obligations, Rule 10b5-1

4 terms

restricted stock financial

"Includes 17,488 shares which were granted as restricted stock pursuant"

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

"satisfied applicable tax withholding obligations upon vesting"

Rule 10b5-1 regulatory

"The document-level Rule 10b5-1 checkbox is not checked"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

FAQ

What insider transaction did USPH report for COO Graham D. Reeve?

COO Graham D. Reeve reported surrendering 762 USPH common shares on August 20, 2026 to the issuer. The filing states this was to satisfy tax withholding obligations upon vesting of equity awards, not an open-market sale.

How many USPH shares did Graham D. Reeve hold after the reported Form 4 transaction?

After the transaction, COO Graham D. Reeve directly held 28,554 USPH common shares. This total includes 17,488 shares of restricted stock that remain subject to vesting conditions under the company’s stock incentive plan.

At what price were the 762 USPH shares used for tax withholding valued?

The 762 shares surrendered for tax withholding were valued at $78.00 per share. According to the filing, this was a payment of tax liability by delivering or withholding securities, coded as an "F" transaction.

What is the vesting schedule of Graham D. Reeve’s restricted USPH stock holdings?

The filing states 17,488 restricted shares vest in tranches between November 20, 2026 and March 6, 2030, if he is an employee on those dates. Individual vesting amounts range from 624 to 1,956 shares on specified dates.

Were Graham D. Reeve’s USPH transactions made under a Rule 10b5-1 trading plan?

No. The document-level Rule 10b5-1 checkbox is not checked (aff_10b5_one is false), and the footnotes do not state that this transaction was made pursuant to a 10b5-1 or similar pre-arranged trading plan.

What stock plan governs the restricted USPH shares held by Graham D. Reeve?

The filing states that 17,488 restricted shares were granted under U S Physical Therapy Inc.’s Amended and Restated 2003 Stock Incentive Plan. The restrictions on these shares lapse according to the detailed vesting schedule running through March 6, 2030.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/24/2026 - 07:05 PM Accepted by SEC EDGAR 08/24/2026 - 07:04 PM Learn about SEC filing 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^*

REEVE GRAHAM D.

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/20/2026		F		762(1)	D	$78	28,554(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. The reporting person surrendered shares to the issuer to satisfy applicable tax withholding obligations upon vesting.

2. Includes 17,488 shares which were granted as restricted stock pursuant to the Company's Amended and Restated 2003 Stock Incentive Plan. Restrictions lapse as follows: 1,948 shares will vest on 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, 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-fact	08/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)