US Physical Therapy (USPH) Form 4: CFO Disposes 698 Shares, Vesting Schedule Disclosed

Rhea-AI Filing Summary

US Physical Therapy Inc. (USPH) Chief Financial Officer Carey P. Hendrickson reported a disposal of 698 shares of common stock on 08/25/2025 at an average price of $86.11 per share, leaving beneficial ownership of 27,808 shares. The filing shows Mr. Hendrickson is an officer

The reported holdings include 14,510 shares issued as restricted stock under the companys Amended and Restated 2003 Stock Incentive Plan. Those restricted shares vest in scheduled tranches from November 20, 2025 through March 6, 2029, contingent on continued employment, with specific share counts and vesting dates provided in the filing.

Insights

Securities Analyst

TL;DR: CFO sold a small portion of holdings; substantial restricted stock remains with multi-year vesting schedule.

The 698-share sale at $86.11 is a routine insider disposition representing a small percentage of the CFOs total beneficial ownership of 27,808 shares. The filing discloses that 14,510 of those shares are restricted and vest over 2025-2029, which aligns executive incentive compensation with continued employment. There is no derivative activity disclosed and no indication of accelerated or unusual vesting conditions. For investors, this is a standard Section 16 disclosure of insider activity rather than a material corporate development.

Corporate Governance Expert

TL;DR: Transaction appears routine and compensation-related; vesting schedule provides retention alignment.

The disclosure shows the company is using time-based restricted stock to retain its CFO, with specific tranche sizes and dates from late 2025 through early 2029. The reported sale is documented and accompanied by full disclosure of remaining beneficial ownership. The filing was executed by an attorney-in-fact, which is common for timely filings. There are no governance red flags, such as accelerated vesting, related-party transactions, or unexplained transfers in this document.

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^*

HENDRICKSON CAREY P

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	08/25/2025		S		698	D	$86.11	27,808(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 14,510 shares which were granted as restricted stock pursuant to the Company's Amended and Restated 2003 Stock Incentive Plan. Restrictions lapse as to 1,714 shares on November 20, 2025, 1,726 shares on March 6, 2026, 1,246 shares on each of May 20, 2026, August 20, 2026, and November 20, 2026, 1,252 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	08/25/2025
	** 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).
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FAQ

When did USPH CFO Carey P. Hendrickson report the transaction?

The transaction date is 08/25/2025 as reported on the Form 4.

How many shares did the reporting person sell and at what price?

698 shares were sold at $86.11 per share according to the filing.

How many USPH shares does Carey P. Hendrickson beneficially own after the reported transaction?

27,808 shares beneficially owned following the transaction.

How many restricted shares are included and what is the vesting schedule?

14,510 restricted shares with vesting tranches from November 20, 2025 through March 6, 2029; specific tranche amounts are listed in the filing.

What is the reporting persons role at USPH?

Carey P. Hendrickson is the Chief Financial Officer and filed the Form 4 as an officer.