[Form 4] US Physical Therapy Inc Insider Trading Activity

Rhea-AI Filing Summary

Richard Binstein, Executive Vice President, General Counsel & Secretary of U S Physical Therapy, Inc. (USPH), reported the sale of 2,000 shares of the issuer's common stock on 08/19/2025 at a price of $84.79 per share. After the sale he beneficially owned 17,867 shares. The filing discloses that 15,726 of those shares were granted as restricted stock under the company's Amended and Restated 2003 Stock Incentive Plan and lists the detailed vesting schedule showing incremental lapses from August 20, 2025 through March 6, 2029, contingent on continued employment on each vesting date. The Form 4 is signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Detailed vesting schedule disclosed for 15,726 restricted shares, showing ongoing alignment with the company through 2029
• Clear documentation of transaction including price ($84.79), date (08/19/2025), and post-transaction beneficial ownership (17,867 shares)

Negative

• Reported sale of 2,000 shares reduces the reporting person's direct holdings
• Majority of holdings are restricted, limiting near-term liquidity despite overall ownership

Insights

Securities Analyst

TL;DR: Insider sold a modest block; remaining holdings include substantial restricted stock with multi-year vesting.

From a trading perspective, the reported disposition of 2,000 shares at $84.79 represents a single, explicit sale reducing beneficial holdings to 17,867 shares. The filing highlights that most holdings (15,726 shares) are restricted and subject to a staggered vesting schedule through 2029, which limits near-term liquidity of those shares. The transaction itself appears routine and is documented via Form 4; no convertible or derivative transactions are reported. For investors tracking insider activity, the sale is a data point but the substantial restricted position indicates continued alignment with the company via time-based vesting.

Corporate Governance Expert

TL;DR: Officer/officer-level insider sale disclosed; long vesting schedule suggests retention-focused compensation.

The disclosure identifies Mr. Binstein as an officer (EVP, General Counsel & Secretary) and reports a sale that reduces his direct holdings to 17,867 shares. The material governance signal is the presence of 15,726 restricted shares with detailed vesting dates through March 6, 2029, which reflects use of long-term, retention-oriented equity awards under the 2003 Stock Incentive Plan. The Form 4 is executed by an attorney-in-fact, consistent with procedural filing practices. Overall, the governance elements underscore multi-year retention incentives rather than immediate equity monetization.

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
Estimated average burden
hours per response:			0.5

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^*

Binstein Richard

(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)
	EVP Gen'l Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

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	08/19/2025		D		2,000	D	$84.79	17,867(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 15,726 shares which were granted as restricted stock pursuant to the Company's Amended and Restated 2003 Stock Incentive Plan. Restrictions lapse as to 1,551 shares on each of August 20, 2025, and November 20, 2025, 1,554 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.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Kate Venturina, as attorney-in-fact	08/19/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Richard Binstein report on Form 4 for USPH?

He reported a sale of 2,000 common shares on 08/19/2025 at $84.79 per share and beneficial ownership of 17,867 shares following the sale.

How many of Mr. Binstein's USPH shares are restricted and when do they vest?

15,726 shares are restricted with vesting installments occurring between August 20, 2025 and March 6, 2029, contingent on continued employment on each vesting date.

Was the Form 4 signed by the reporting person?

The form was signed by an attorney-in-fact (Kate Venturina) on behalf of the reporting person on 08/19/2025.

Did the filing report any derivative transactions or option exercises?

No derivative securities or option exercises are reported in the Derivative Securities table of this Form 4.

What was the sale price per share reported on the Form 4?

$84.79 per share for the 2,000 shares sold on 08/19/2025.