Morgan Stanley (USPH) cuts U S Physical Therapy stake to 3.9% of shares

Rhea-AI Filing Summary

Morgan Stanley filed an amended ownership report for U S Physical Therapy, Inc. common stock. The filing shows aggregate beneficial ownership of 596,683 shares, representing 3.9% of the class. Morgan Stanley has shared voting power over 521,470 shares and shared dispositive power over 595,308 shares, with no sole voting or dispositive power reported.

The filing states that, as of this date, Morgan Stanley has ceased to be the beneficial owner of more than five percent of U S Physical Therapy’s common stock, indicating its holdings are now below the 5% reporting threshold. The report is made on behalf of certain Morgan Stanley operating units and excludes securities held by other disaggregated units under SEC Release No. 34-39538.

Key Figures

Beneficially owned shares: 596,683 shares Percent of class: 3.9% Shared voting power: 521,470 shares +1 more

4 metrics

Beneficially owned shares 596,683 shares Aggregate amount beneficially owned by Morgan Stanley

Percent of class 3.9% Percent of U S Physical Therapy common stock class beneficially owned

Shared voting power 521,470 shares Shares of U S Physical Therapy common stock with shared voting power

Shared dispositive power 595,308 shares Shares of U S Physical Therapy common stock with shared dispositive power

Key Terms

beneficial owner, shared voting power, shared dispositive power, Release No. 34-39538

4 terms

beneficial owner regulatory

"has ceased to be the beneficial owner of more than five percent"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

shared voting power financial

"Shared Voting Power 521,470.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared Dispositive Power 595,308.00"

Release No. 34-39538 regulatory

"In Accordance with the Release No. 34-39538 (January 12, 1998)"

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Available on EDGAR 08/12/2026 - 03:50 PM Accepted by SEC EDGAR 08/12/2026 - 03:49 PM Learn about SEC filing dates

FAQ

What ownership stake in USPH does Morgan Stanley report in this Schedule 13G/A?

Morgan Stanley reports beneficial ownership of 596,683 shares of U S Physical Therapy, Inc. (USPH) common stock, representing 3.9% of the class, with only shared and no sole voting or dispositive power disclosed.

Has Morgan Stanley fallen below the 5% ownership threshold in USPH?

Yes. Morgan Stanley states it has ceased to be the beneficial owner of more than five percent of U S Physical Therapy’s common stock and now reports an ownership level of 3.9% of the class.

How much voting power in USPH shares does Morgan Stanley report?

Morgan Stanley reports shared voting power over 521,470 shares of U S Physical Therapy common stock and no sole voting power, indicating voting authority is held jointly with other parties for those shares.

What dispositive power over USPH shares does Morgan Stanley hold?

Morgan Stanley reports shared dispositive power over 595,308 shares of U S Physical Therapy common stock and no sole dispositive power, meaning decisions to sell or otherwise dispose of these shares are shared with others.

Does this USPH Schedule 13G/A cover all Morgan Stanley units?

No. The filing covers securities held by certain Morgan Stanley Reporting Units only and explicitly excludes units whose ownership is disaggregated under SEC Release No. 34-39538, so other MS units may hold additional securities.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

U S PHYSICAL THERAPY INC /NV

(Name of Issuer)

Common Stock

(Title of Class of Securities)

90337L108

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 90337L108

1

Names of Reporting Persons

Morgan Stanley

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 521,470.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 595,308.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

596,683.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.9 %

12

Type of Reporting Person (See Instructions)

HC, CO

Comment for Type of Reporting Person: As of the date hereof, Morgan Stanley has ceased to be the beneficial owner of more than five percent of the class of securities.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: U S PHYSICAL THERAPY INC /NV
(b)	Address of issuer's principal executive offices: 1300 WEST SAM HOUSTON PARKWAY, SUITE 300, HOUSTON, TX, 77043
Item 2.
(a)	Name of person filing: Morgan Stanley
(b)	Address or principal business office or, if none, residence: 1585 Broadway, New York, NY 10036
(c)	Citizenship: Delaware
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 90337L108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).
(b)	Percent of class: 3.9 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).
	(ii) Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).
	(iii) Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).
	(iv) Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. * In Accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by certain operating units (collectively, the "MS Reporting Units") of Morgan Stanley and its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Release.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Morgan Stanley

Signature:	Claire Gordon
Name/Title:	Authorized Signatory, Morgan Stanley
Date:	08/12/2026