USPH Insider Sale: Chairman/CEO Reduces Stake by 2,000 Shares

Rhea-AI Filing Summary

USPH Form 4: Christopher J. Reading, Chairman and CEO of U S Physical Therapy Inc (USPH), reported a single transaction on 09/04/2025 selling 2,000 shares of the issuer's common stock at a price of $83.53 per share. After the sale he beneficially owns 114,088 shares in total. The filing discloses that 34,098 of those shares were granted as restricted stock under the companys Amended and Restated 2003 Stock Incentive Plan, with a detailed vesting schedule listing tranche dates and share counts through March 6, 2029, contingent on continued employment.

Positive

• Detailed disclosure of restricted stock tranches totaling 34,098 shares with exact vesting dates through March 6, 2029
• Clear reporting of insider status: Christopher J. Reading is identified as Chairman of the Board and CEO and filed individually

Negative

• Insider sale of 2,000 shares on 09/04/2025 at $83.53 per share
• No details in the filing about the purpose of the sale or any Rule 10b5-1 plan designation

Insights

Securities Analyst

TL;DR: Reporting person sold a small block of shares and retains a substantial position including time‑vested restricted stock.

The Form 4 records a disposition of 2,000 shares at $83.53, reducing the immediate holding but leaving 114,088 shares beneficially owned. The filing clearly itemizes that 34,098 shares are restricted stock with a multi‑year vesting schedule through March 6, 2029, contingent on continued employment. From a disclosure perspective this is routine insider activity: it shows liquidity taken by an executive while maintaining a significant retained stake and scheduled future vesting.

Corporate Governance Expert

TL;DR: Transaction is a routine insider sale; vesting schedule is explicitly disclosed.

The document provides specific compliance information: the reporting person is both Chairman and CEO and filed as an individual reporting person. The Form 4 includes the transaction code (S) for sale and the remaining beneficial ownership total. It also discloses the number of restricted shares and precise vesting tranches, which aids transparency on potential future insider stock availability. No amendments or additional derivative positions are reported.

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^*

READING CHRISTOPHER J

(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
X	Officer (give title below)		Other (specify below)
	Chairman of the Board and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

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	09/04/2025		S		2,000	D	$83.53	114,088(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 34,098 shares which were granted as restricted stock pursuant to the Company's Amended and Restated 2003 Stock Incentive Plan. Restrictions lapse as to 4,152 shares on each of November 20, 2025 and March 6, 2026, 2,902 shares on each of May 20, 2026, August 20, 2026, November 20, 2026, and March 6, 2027, 2,277 shares on each of May 20, 2027, August 20, 2027, and November 20, 2027, 2,285 shares on March 6, 2028,1,265 shares on each of May 20, 2028, August 20, 2028, and November 20, 2028, and 1,275 shares on March 6, 2029, if he is an employee of the Company on those dates.

	/s/ Kate Venturina, as attorney-in-fact	09/05/2025
	** 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).
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FAQ

What transaction did Christopher J. Reading report on Form 4 for USPH?

He reported a sale of 2,000 shares of USPH common stock on 09/04/2025 at a price of $83.53 per share.

How many USPH shares does the reporting person beneficially own after the reported transaction?

The Form 4 states he beneficially owns 114,088 shares following the reported sale.

Are any of the reported USPH shares subject to vesting or restrictions?

Yes. The filing discloses 34,098 restricted shares granted under the company's 2003 Stock Incentive Plan with tranche vesting dates through March 6, 2029, conditioned on employment.

Was the Form 4 filed jointly or by one reporting person?

The form was filed by one reporting person (Christopher J. Reading) as indicated on the filing.

Does the Form 4 report any derivative securities or option transactions?

No. Table II shows no derivative securities transactions or holdings reported in this filing.