Nancy Ham Disposes 600 USPH Shares; 941 Restricted Shares Still Vesting

Rhea-AI Filing Summary

Nancy Ham, a director of U S Physical Therapy, reported selling 600 shares of the company's common stock on 09/11/2025 at $81.71 per share. After the sale she beneficially owns 1,994 shares in total. That total includes 941 restricted shares granted under the company's Amended and Restated 2003 Stock Incentive Plan, with 470 shares scheduled to lapse (vest) on November 20, 2025 and 471 shares scheduled to lapse on March 6, 2026, subject to her continuing service as a director on those dates.

Insights

Securities Analyst

TL;DR Director sold a modest number of shares; significant portion of holdings are restricted and vest in near term.

The 600-share sale at $81.71 is a routine Section 16 disclosure showing a director reducing a small portion of her stake while retaining 1,994 shares. The filing clarifies that 941 shares are restricted and tied to continued board service with near-term vesting dates, which suggests remaining alignment with shareholders if she stays on the board. Transaction size relative to total holdings appears limited, indicating low immediate dilution or signaling risk. This is a single transaction report; no derivative activity or additional compensatory details were disclosed.

Corporate Governance Expert

TL;DR Insider sale is modest and governed by standard equity plan vesting; not an obvious governance red flag.

The form identifies Nancy Ham as a director and shows sale activity plus planned vesting of restricted stock under the company's 2003 plan. The staggered vesting (Nov 20, 2025 and Mar 6, 2026) ties future ownership to continued directorship, which is typical for retention and alignment. The report was executed by an attorney-in-fact and contains no amendments or indications of a Rule 10b5-1 plan. From a governance perspective, this filing reads as routine director compensation realization rather than a disclosure of material corporate events.

Insider Trade Summary

Net Seller: 600 shares ($49,026)

Net Sell 1 txn

Insider HAM NANCY

Role Director

Sold 600 shs ($49K)

Type	Security	Shares	Price	Value
Sale	Common Stock	600	$81.71	$49K

Holdings After Transaction: Common Stock — 1,994 shares (Direct)

Footnotes (1)

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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
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^*

HAM NANCY

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

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	09/11/2025		S		600	D	$81.71	1,994(1)	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. Includes 941 shares which were granted as restricted stock pursuant to the Company Amended and Restated 2003 Stock Incentive Plan. Restrictions lapse as to 470 shares on November 20, 2025, and 471 shares on March 6, 2026, if she is a director of the Company on those dates.

	/s/ Kate Venturina, as attorney-in-fact	09/11/2025
	** 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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