USPH COO reports tax-withholding share disposition

U.S. Physical Therapy COO Graham D. Reeve reported a routine share disposition related to taxes.

Rhea-AI Filing Summary

U.S. Physical Therapy COO Graham D. Reeve reported a routine share disposition related to taxes. On May 20, he surrendered 762 shares of Common Stock at $62.24 per share to the company to satisfy tax withholding obligations upon vesting of equity awards. After this transaction, he directly holds 29,316 shares, including 19,436 restricted shares that are scheduled to vest in tranches from August 20, 2026 through March 6, 2030, contingent on continued employment.

Insider Trade Summary

Exercise Price or Tax Liability: 762 shares

Exercise Price or Tax Liability 1 txn

Insider REEVE GRAHAM D.

Role COO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	762	$62.24	$47K

Holdings After Transaction: Common Stock — 29,316 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 19,436 shares which were granted as restricted stock pursuant to the Company's Amended and Restated 2003 Stock Incentive Plan. Restriction lapse as follows: 1,948 shares will vest on each of August 20, 2026 and 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 Reported price per share: $62.24 per share Shares held after transaction: 29,316 shares +4 more

7 metrics

Shares surrendered for tax withholding 762 shares Common Stock, tax-withholding disposition on May 20, 2026

Reported price per share $62.24 per share Value used for 762-share tax-withholding disposition

Shares held after transaction 29,316 shares Total direct holdings following May 20, 2026 transaction

Restricted stock included in holdings 19,436 shares Restricted shares granted under 2003 Stock Incentive Plan

Initial 2026 vesting tranches 1,948 shares each date Vesting on Aug 20, 2026 and Nov 20, 2026

2030 vesting tranche 640 shares Restricted stock vesting on March 6, 2030

Tax-withholding transactions in summary 1 transaction, 762 shares Form 4 transactionSummary for F-code disposition

Key Terms

tax withholding obligations, restricted stock, Amended and Restated 2003 Stock Incentive Plan, vesting

4 terms

tax withholding obligations financial

"surrendered shares to the issuer to satisfy applicable tax withholding obligations upon vesting"

restricted stock financial

"shares which were granted as restricted stock pursuant to the Company's Amended and Restated 2003 Stock Incentive Plan"

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"

vesting financial

"will vest on March 6, 2030, if he is an employee of the Company on those dates"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Graham D. Reeve reported surrendering 762 USPH shares to the company to cover tax withholding on vesting equity. These shares were valued at $62.24 each and represent a tax-related disposition, not an open-market sale or purchase of stock.

Was the USPH Form 4 transaction an open-market sale of shares?

No, the Form 4 reports a tax-withholding disposition. Reeve surrendered 762 shares back to the issuer to satisfy tax obligations upon vesting of restricted stock, rather than selling shares on the open market to outside investors.

How many U.S. Physical Therapy shares does the COO hold after this Form 4?

After the reported transaction, Reeve directly holds 29,316 USPH shares. This total includes both unrestricted and restricted stock, providing context that the 762-share tax withholding is small relative to his remaining equity position.

How many restricted USPH shares are held by the COO and when do they vest?

Reeve holds 19,436 restricted USPH shares granted under the company’s Amended and Restated 2003 Stock Incentive Plan. These awards vest in multiple tranches between August 20, 2026 and March 6, 2030, conditioned on his continued employment.

What price per share was used for the USPH tax-withholding disposition?

The tax-withholding disposition used a price of $62.24 per share for the 762 surrendered shares. This value is used solely for reporting and tax purposes in connection with equity vesting, not as an executed market trade price.

What plan governs the restricted stock reported in this USPH Form 4?

The restricted stock was granted under U.S. Physical Therapy’s Amended and Restated 2003 Stock Incentive Plan. The footnote states that 19,436 shares are subject to this plan, with vesting dates extending through March 6, 2030.

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

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Accepted by SEC EDGAR 06/22/2026 - 04:57 PM EDT 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
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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^*

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)
05/20/2026

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	05/20/2026		F		762(1)	D	$62.24	29,316(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 19,436 shares which were granted as restricted stock pursuant to the Company's Amended and Restated 2003 Stock Incentive Plan. Restriction lapse as follows: 1,948 shares will vest on each of August 20, 2026 and 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.

Remarks:

This Form 4 is being filed late due to inadvertent administrative error.

	/s/ Kate Venturina, as attorney-in-fact	06/22/2026
	** 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)