[Form 4] US Physical Therapy Inc Insider Trading Activity

Rhea-AI Filing Summary

US Physical Therapy, Inc. insider sale reported. The company's COO and director, Graham D. Reeve, reported the sale of 763 shares of Common Stock on 08/21/2025 at a weighted average price of $84.97 per share. After the sale he beneficially owns 21,483 shares directly and 1,808 shares indirectly through the Reeve Trust. The filing notes that 15,296 of his shares are restricted stock with a detailed vesting schedule from November 2025 through March 2029.

Insights

Financial Analyst

TL;DR: A modest insider sale by the COO reduced direct holdings slightly; remaining holdings and restricted shares keep his economic stake meaningful.

The sale of 763 shares at a weighted average price of $84.97 is small relative to the total reported direct holding of 21,483 shares, implying the transaction is not a material divestiture. The disclosure of 15,296 restricted shares with multi-year vesting indicates continued alignment with company performance and retention incentives. For investors, the transaction is a routine liquidity event by an insider rather than a signal of major change.

Corporate Governance Expert

TL;DR: Filing is timely and detailed; vesting schedule disclosure supports transparent governance and insider alignment with long-term incentives.

The Form 4 properly identifies the reporting person as COO and director and provides specific transaction details, including the weighted average price and range. The explicit breakdown of restricted stock vesting dates through 2029 enhances transparency about future potential insider share availability. The form includes an attorney-in-fact signature, indicating proper execution. Overall, disclosure quality is appropriate for governance review.

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

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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)
08/21/2025

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	08/21/2025		S		763	D	$84.97(1)	21,483(2)	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. The price reported $84.97 is the weighted average price. The shares were sold in multiple transactions at prices ranging from $84.90 to $85.02 per share, both inclusive. The reporting person undertakes to provide to U.S. Physical Therapy, Inc., any of its shareholders or the staff of the Securities & Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

2. Includes 15,296 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 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.

	/s/ Kate Venturina, as attorney-in-fact	08/21/2025
	** 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 did USPH COO Graham D. Reeve report on Form 4?

He reported the sale of 763 shares of Common Stock on 08/21/2025 at a weighted average price of $84.97 per share.

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

He beneficially owns 21,483 shares directly and 1,808 shares indirectly through the Reeve Trust after the sale.

Are any of Reeve's USPH shares restricted and what is the vesting schedule?

Yes, 15,296 shares are restricted with vesting in tranches from Nov 20, 2025 through Mar 6, 2029 as detailed in the filing.

What price range were the sold USPH shares executed at?

The shares were sold in multiple transactions at prices ranging from $84.90 to $85.02 per share; the weighted average was $84.97.

What is Graham D. Reeve's role at US Physical Therapy, Inc. as noted on the Form 4?

He is reported as both a Director and the company COO (Officer).