[Form 4] US Physical Therapy Inc Insider Trading Activity

Rhea-AI Filing Summary

Reeve Graham D., Chief Operating Officer of U S Physical Therapy, Inc. (USPH), reported an insider sale on 08/11/2025. The Form 4 discloses a disposition of 1,792 shares of common stock at a price of $86.57 per share. Following the sale, the filing shows 22,246 shares beneficially owned directly and 1,808 shares held indirectly through the Reeve Trust.

The filing also details that 17,244 shares are restricted stock granted under the companys 2003 Stock Incentive Plan, with a specified vesting schedule listing dates and tranche sizes through March 6, 2029, conditional on continued employment.

Positive

• Detailed disclosure of the sale (date, amount, and price) provides transparency
• Comprehensive restricted-stock schedule for 17,244 shares with specific vesting dates through March 6, 2029, showing retention incentives
• Indirect holdings via Reeve Trust are disclosed (1,808 shares), clarifying ownership structure

Negative

• Disposition of 1,792 shares on 08/11/2025 reduces the reporting person's direct stake
• Sale occurred at $86.57, which may increase available float from this insider holding (explicit sale documented)

Insights

Securities Analyst

TL;DR: Officer sale of 1,792 shares at $86.57; meaningful restricted-stock vesting schedule disclosed, overall routine disclosure.

The Form 4 shows a straightforward open-market or reported disposition of 1,792 shares on 08/11/2025 at $86.57 per share and reports resulting direct beneficial ownership of 22,246 shares and 1,808 indirect shares via the Reeve Trust. The filing explicitly details 17,244 restricted shares with a clear vesting timetable through 2029, which is material to future insider-sellable supply and executive retention incentives. Based solely on the document, this appears to be a routine insider transaction rather than an extraordinary corporate event.

Corporate Governance Expert

TL;DR: Disclosure is comprehensive; restricted-stock vesting aligns compensation with continued employment.

The report identifies the reporting person as the company's Chief Operating Officer and provides detailed vesting dates and tranche sizes for 17,244 restricted shares granted under the 2003 Stock Incentive Plan. The conditional vesting language ("if he is an employee of the Company on those dates") is explicitly stated, highlighting retention-linked compensation. The sale of 1,792 shares is documented with price and post-transaction holdings, meeting standard Section 16 disclosure norms in content and structure.

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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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 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)
	COO

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

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	08/11/2025		S		1,792	D	$86.57	22,246(1)	D
Common Stock								1,808	I	Reeve Trust

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 17,244 shares which were granted as restricted stock pursuant to the Company's Amended and Restated 2003 Stock Incentive Plan. Restrictions lapse as to 1,948 shares on each of August 20, 2025, and November 20, 2025, 1,964 shares on March 6, 2026, 1,324 shares on each of May 20, 2026, August 20, 2026, and November 20, 2026, 1,332 shares on March 6, 2027, 1,012 shares on each of May 20, 2027, August 20, 2027, and November 20, 2027, 1,016 shares on March 6, 2028, 506 shares of each on May 20, 2028, August 20, 2028, and November 20, 2028, and 510 shares on March 6, 2029, if he is an employee of the Company on those dates.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Kate Venturina, as attorney-in-fact	08/12/2025
	** 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.
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FAQ

What insider transaction did USPH COO Reeve Graham D. report on Form 4?

The Form 4 reports a disposition of 1,792 shares of USPH common stock on 08/11/2025 at a price of $86.57 per share.

How many USPH shares does Reeve Graham D. beneficially own after the reported transaction?

The filing shows 22,246 shares beneficially owned directly and 1,808 shares indirectly through the Reeve Trust following the transaction.

Does the Form 4 disclose any restricted stock for Reeve Graham D.?

Yes. The filing states 17,244 shares were granted as restricted stock under the 2003 Stock Incentive Plan with vesting tranches scheduled through March 6, 2029, conditional on continued employment.

What is the reporting person's role at USPH according to the filing?

The Form 4 identifies the reporting person as an Officer with the title COO (Chief Operating Officer).

Who signed the Form 4 and when was it signed?

The filing is signed by /s/ Kate Venturina, as attorney-in-fact with a signature date of 08/12/2025.