[Form 4] US Physical Therapy Inc Insider Trading Activity

Rhea-AI Filing Summary

Eric Joseph Williams, President and COO of U S Physical Therapy, reported a sale of 1,000 shares of the company’s common stock on 09/05/2025 at $85.25 per share. After the sale he beneficially owns 25,331 shares, which include 18,210 restricted shares subject to a multi-year vesting schedule if he remains an employee. The restricted shares vest in tranches between November 20, 2025 and March 6, 2029 as specified in the filing. The Form 4 was signed by an attorney-in-fact on 09/08/2025.

Positive

• Timely, complete disclosure of the sale and post-transaction beneficial ownership enables investor transparency
• Detailed vesting schedule for 18,210 restricted shares clarifies when additional shares may become tradable

Negative

• Insider disposition of 1,000 shares was reported (sale at $85.25), which reduces the reporting person’s immediate holdings

Insights

Securities Analyst

TL;DR: A routine officer sale of 1,000 shares; ownership remains concentrated with substantial restricted stock still unvested.

The transaction is a straightforward open-market sale coded S in the Form 4, indicating disposition. The report shows continued alignment via 18,210 restricted shares that vest over 2025–2029, which preserves long-term equity exposure despite the small disposition. The filing is complete and includes precise vesting tranches and post-transaction beneficial ownership, enabling investors to track insider exposure.

Corporate Governance Expert

TL;DR: Compliance filing is clear and timely; vesting schedule disclosure supports governance transparency.

The Form 4 discloses both the sale and the detailed nature of restricted stock grants, including exact tranche dates and share counts. This level of detail supports governance transparency and allows stakeholders to assess potential future insider-driven share flows when restrictions lapse. The form was executed by an attorney-in-fact and dated, meeting procedural requirements.

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

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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^*

Williams Eric Joseph

(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)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

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	09/05/2025		S		1,000	D	$85.25	25,331(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 18,210 shares which were granted as restricted stock pursuant to the Company's Amended and Restated 2003 Stock Incentive Plan. Restrictions lapse as to 1,888 shares on November 20, 2025, 1,896 shares on March 6, 2026,1,576 shares on each of May 20, 2026, August 20, 2026, and November 20, 2026, 1,584 shares on March 6, 2027, 1,264 shares on each of May 20, 2027, August 20, 2027, and November 20, 2027, 1,268 shares on March 6, 2028, 758 shares on each of May 20, 2028, August 20, 2028, November 20, 2028, and 780 shares on March 6, 2029, if he is an employee of the Company on those dates.

	/s/ Kate Venturina, as attorney-in-fact	09/08/2025
	** 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

Who reported the transaction on the Form 4 for USPH?

The reporting person is Eric Joseph Williams, President and COO of U S Physical Therapy.

How many shares did the insider sell and at what price?

The insider sold 1,000 shares on 09/05/2025 at a price of $85.25 per share.

How many USPH shares does the reporting person own after the sale?

After the reported transaction the reporting person beneficially owns 25,331 shares.

Does the filing disclose any restricted stock or vesting schedule?

Yes. The filing shows 18,210 restricted shares with tranches vesting between 11/20/2025 and 03/06/2029, contingent on continued employment.

When was the Form 4 signed and by whom?

The Form 4 was signed by Kate Venturina, as attorney-in-fact, on 09/08/2025.