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  4. [Form 4] U S PHYSICAL THERAPY INC /NV Insider Trading Activity

US Physical Therapy (NYSE: USPH) COO retains 39,617 shares post tax move

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

Rhea-AI Filing Summary

U S PHYSICAL THERAPY INC /NV (USPH) reported that President and COO Eric Joseph Williams surrendered 714 shares of Common Stock on August 20, 2026 at $78.00 per share to the company to satisfy applicable tax withholding obligations upon the vesting of equity awards. After this tax-withholding disposition, he directly holds 39,617 shares, including 24,402 shares of restricted stock granted under the Company's Amended and Restated 2003 Stock Incentive Plan.

The filing details a vesting schedule for these restricted shares running through March 6, 2030, with specific tranches vesting on multiple dates each year. Vesting remains subject to his continued employment with the company through each applicable vesting date.

Positive

  • None.

Negative

  • None.
Insider Williams Eric Joseph
Role President and COO
Type Security Shares Price Value
Tax Withholding Common Stock F1, F2 714 $78.00 $56K
Holdings After Transaction: Common Stock — 39,617 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 24,402 shares which were granted as restricted stock pursuant to the Company's Amended and Restated 2003 Stock Incentive Plan. Restrictions lapse as follows: 2,512 shares will vest on November 20, 2026, 2,520 shares vest on March 6, 2027, 2,200 shares vest on each of May 20, 2027, August 20, 2027, and November 20, 2027, 2,204 shares vest on March 6, 2028, 1,694 shares vest on each of May 20, 2028, August 20, 2028, and November 20, 2028, 1,716 shares will vest on March 6, 2029, 936 shares vest on each of May 20, 2029, August 20, 2029 and November 20, 2029, and 960 shares will vest on March 6, 2030. Vesting is subject to his continued employment with the Company through each of the applicable vesting dates.
Shares surrendered for tax withholding 714 shares Common Stock disposed on August 20, 2026 to satisfy tax withholding obligations
Disposition price per share $78.00 per share Value used for the 714-share tax-withholding disposition on August 20, 2026
Total shares directly held after transaction 39,617 shares Common Stock directly owned by Eric Joseph Williams after the August 20, 2026 transaction
Restricted stock included in holdings 24,402 shares Restricted stock granted under the Amended and Restated 2003 Stock Incentive Plan included in post-transaction holdings
First vesting tranche 2,512 shares Restricted shares scheduled to vest on November 20, 2026, subject to continued employment
Final vesting date March 6, 2030 Last scheduled vesting date for restricted stock tranches held by Eric Joseph Williams
tax withholding obligations financial
"surrendered shares to the issuer to satisfy applicable tax withholding obligations"
restricted stock financial
"Includes 24,402 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"
vesting financial
"Restrictions lapse as follows: 2,512 shares will vest on November 20, 2026"
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

What insider transaction did USPH executive Eric Joseph Williams report on this Form 4?
Eric Joseph Williams reported a disposition of 714 shares of U S PHYSICAL THERAPY INC /NV Common Stock on August 20, 2026. The shares were surrendered to the issuer to satisfy tax withholding obligations upon vesting of equity awards.

At what price were the 714 USPH shares used for tax withholding valued?
The 714 shares of U S PHYSICAL THERAPY INC /NV Common Stock were valued at $78.00 per share for the tax-withholding disposition reported on August 20, 2026.

How many USPH shares does Eric Joseph Williams hold after this reported transaction?
Following the August 20, 2026 transaction, Eric Joseph Williams directly holds 39,617 shares of U S PHYSICAL THERAPY INC /NV Common Stock. This total includes 24,402 shares of restricted stock granted under the company’s Amended and Restated 2003 Stock Incentive Plan.

What portion of Eric Joseph Williams’ USPH holdings consists of restricted stock?
Out of his 39,617 total shares of U S PHYSICAL THERAPY INC /NV Common Stock, 24,402 shares are restricted stock granted under the company’s Amended and Restated 2003 Stock Incentive Plan, subject to specified future vesting dates and continued employment.

Over what period do Eric Joseph Williams’ restricted USPH shares vest?
The 24,402 restricted shares of U S PHYSICAL THERAPY INC /NV held by Eric Joseph Williams vest in tranches from November 20, 2026 through March 6, 2030, with multiple vesting dates each year, conditioned on his continued employment through each vesting date.

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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*
Williams Eric Joseph
(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)
President and 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)
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 Stock08/20/2026F714(1)D$7839,617(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 24,402 shares which were granted as restricted stock pursuant to the Company's Amended and Restated 2003 Stock Incentive Plan. Restrictions lapse as follows: 2,512 shares will vest on November 20, 2026, 2,520 shares vest on March 6, 2027, 2,200 shares vest on each of May 20, 2027, August 20, 2027, and November 20, 2027, 2,204 shares vest on March 6, 2028, 1,694 shares vest on each of May 20, 2028, August 20, 2028, and November 20, 2028, 1,716 shares will vest on March 6, 2029, 936 shares vest on each of May 20, 2029, August 20, 2029 and November 20, 2029, and 960 shares will vest on March 6, 2030. Vesting is subject to his continued employment with the Company through each of the applicable vesting 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