USPH (USPH) EVP granted 10,000 restricted shares vesting through 2030

Rhea-AI Filing Summary

Binstein Richard reported acquisition or exercise transactions in this Form 4 filing.

U.S. Physical Therapy (USPH) executive Richard Binstein received an equity award rather than buying shares on the market. He was granted 10,000 shares of common stock as restricted stock under the company’s Amended and Restated 2003 Stock Incentive Plan at a stated price of $0.0000 per share. These shares vest in 15 quarterly installments of 624 shares beginning on May 20, 2026 and on specified March 6, May 20, August 20, and November 20 dates through 2029, with a final 640-share installment vesting on March 6, 2030, in each case only if he remains employed by the company. Following this award, he directly owns 27,867 shares of common stock, including 22,624 restricted shares with multiple scheduled vesting dates between March 6, 2026 and March 6, 2030.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Binstein Richard

Role EVP Gen'l Counsel & Secretary

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	10,000	$0.00	--

Holdings After Transaction: Common Stock — 27,867 shares (Direct)

Footnotes (1)

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. Includes 22,624 (including the awards mentioned in note 1) which were granted as restricted stock pursuant to the Company's Amended and Restated 2003 Stock Incentive Plan. Restriction lapse as to 1,554 shares will vest on March 6, 2026, 1,870 shares will vest on each of May 20, 2026, August 20, 2026 and November 20, 2026, 1,876 shares 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, 2028 and November 20, 2029 and the final 640 shares will vest on March 6, 2030.

Form 4 Insider Transactions: What Each Field Means →

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
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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 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)
	EVP Gen'l Counsel & Secretary

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	27,867(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. 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 22,624 (including the awards mentioned in note 1) which were granted as restricted stock pursuant to the Company's Amended and Restated 2003 Stock Incentive Plan. Restriction lapse as to 1,554 shares will vest on March 6, 2026, 1,870 shares will vest on each of May 20, 2026, August 20, 2026 and November 20, 2026, 1,876 shares 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, 2028 and November 20, 2029 and the final 640 shares will vest on March 6, 2030.

	/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 USPH executive Richard Binstein report on this Form 4?

Richard Binstein reported an acquisition of shares through an equity award. He received 10,000 shares of USPH common stock as restricted stock, granted under the company’s Amended and Restated 2003 Stock Incentive Plan, rather than purchasing shares in the open market.

How many USPH shares does Richard Binstein own after this restricted stock grant?

After the grant, Richard Binstein directly owns 27,867 USPH common shares. This total includes 22,624 shares of restricted stock granted under the company’s Amended and Restated 2003 Stock Incentive Plan, which are subject to various future vesting dates through March 6, 2030.

What are the vesting terms of Richard Binstein’s new 10,000-share USPH restricted stock award?

The 10,000 restricted shares vest over time in installments. Fifteen quarterly installments of 624 shares vest beginning May 20, 2026 on specified quarterly dates, and a final 640-share installment vests on March 6, 2030, if he remains employed on those dates.

Under which plan was Richard Binstein’s USPH restricted stock granted?

The restricted stock was granted under U.S. Physical Therapy’s Amended and Restated 2003 Stock Incentive Plan. Both the new 10,000-share award and other restricted holdings referenced in the footnotes are issued pursuant to this equity incentive plan for company employees.

Is Richard Binstein’s Form 4 transaction a market purchase or a compensation award of USPH stock?

The Form 4 reflects a compensation award, not a market purchase. The filing classifies the transaction with code A, describing it as a grant, award, or other acquisition of 10,000 restricted shares, with vesting dependent on continued employment at U.S. Physical Therapy.

Over what period do Richard Binstein’s existing restricted USPH shares vest?

The existing 22,624 restricted shares, including the new award, vest in multiple tranches. Footnotes detail scheduled vesting dates from March 6, 2026 through March 6, 2030, with specific share amounts vesting on various March, May, August, and November dates each year.