U.S. Physical Therapy Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

Nevada		001-11151		76-0364866
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

1300 WEST SAM HOUSTON PARKWAY SOUTH, SUITE 300, HOUSTON, Texas		77042
(Address of Principal Executive Offices)		(Zip Code)

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	USPH	New York Stock Exchange

Emerging growth company

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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Effective March 9, 2026 (“Effective Date”), the Compensation Committee of the Board of Directors (the “Committee”) as defined in Section 1.8 of the U. S. Physical Therapy, Inc. (“USPH”) 2003 Stock Incentive Plan (the “2003 Plan”) approved and adopted the incentive plans for senior management as described below. Members of senior management who are eligible under the incentive plans include Mr. Christopher Reading, Chairman and Chief Executive Officer (“CEO”), Mr. Eric Williams, President and Chief Operating Officer - East (“President”), Mr. Graham Reeve, Chief Operating Officer – West (“COO West”), and Mr. Rick Binstein, Executive Vice President, General Counsel and Secretary (“EVP”), (hereinafter collectively referred to as “Executives”).

Objective Long-Term Incentive Plan for Senior Management for 2026 (“Objective LTIP”): Under the Objective LTIP, Executives have an opportunity to receive Restricted Stock Units (“RSUs”) under the 2003 Plan to be granted by the Committee in the first quarter of 2027 (“Grant Date”). Each RSU represents the right to receive one share of Common Stock upon settlement. If prior to the settlement date, the Company declares a cash or stock dividend with respect to shares of Common Stock, then on the payment of such dividend the Grantee will be credited with “Dividend Equivalents” in an amount equal to the dividends that would have been paid to the Grantee if one share of Common Stock had been issued on Grant Date for each RSU. Such Dividend Equivalents are subject to the same transfer restrictions, vesting conditions, and forfeiture provisions as the related RSUs. Dividend Equivalents will be paid in cash, including cash equivalents of any stock dividends, at the time the RSUs vest and are settled. Executives must remain employed by the Company or its affiliates from the effective date through the applicable grant date to receive RSU awards, unless otherwise provided in an employment agreement.

RSUs are granted under the Company’s 2003 equity incentive plan and are subject to terms and conditions established by the Committee, including transfer restrictions and forfeiture provisions. RSUs vest in equal quarterly installments over 16 quarters beginning May 20, 2027 and continuing August 20, November 20, and March 6, with final vesting on March 6, 2030. Vesting may accelerate upon a “Qualified Retirement,” defined as separation from service after age 65 with at least eight years of service, provided the executive gives at least nine months’ advance written notice. In the event of a Qualified Retirement, vested units and any related Dividend Equivalents will be settled or paid six months following the executive’s termination of employment.

The Compensation Committee determines the amount, if any, of the RSUs to be granted to each Executive and shall be based on the Company’s achievement of Adjusted EBITDA for the year 2026.  Adjusted EBITDA is defined as net income attributable to USPH shareholders before interest income, interest expense, taxes, depreciation, and amortization, changes in revaluation of put-right liability, equity-based awards compensation expense, any impairment charges and other extraordinary or unusual items, and related portion for non-controlling interests. The target number of RSUs that may be granted are as follows: CEO = 12,752 RSUs; President = 5,613 RSUs; COO West = 5,080 RSUs and EVP = 4,314 RSUs. The maximum amount of RSUs awarded could be up to 150% of the target number of RSUs.

Discretionary Long-Term Incentive Plan for Senior Management for 2026 (“Discretionary LTIP”): In addition to any other awards under the 2003 Plan or any other long term incentive plan or bonus plan, policy, or program of USPH, and not in lieu of any other such award or payment, the Committee may, in its judgment and at its sole discretion, to incentivize and retain Executives, grant RSUs under the 2003 Plan, based on its evaluation of an Executive's performance and the collective corporate performance for 2026.

Any RSU granted under this program shall be awarded in the first quarter of 2027.  Each RSU represents the right to receive one share of Common Stock upon settlement. If prior to the settlement date, the Company declares a cash or stock dividend with respect to shares of Common Stock, then on the payment of such dividend the Grantee will be credited with “Dividend Equivalents” in an amount equal to the dividends that would have been paid to the Grantee if one share of Common Stock had been issued on Grant Date for each RSU. Such Dividend Equivalents are subject to the same transfer restrictions, vesting conditions, and forfeiture provisions as the related RSUs. Dividend Equivalents will be paid in cash, including cash equivalents of any stock dividends, at the time the RSUs vest and are settled.  Executives must remain employed by the Company or its affiliates from the effective date through the applicable grant date to receive RSU awards, unless otherwise provided in an employment agreement.

RSUs granted under the Company’s 2003 equity incentive plan are subject to terms and conditions established by the Committee, including transfer restrictions and forfeiture provisions. Awards vest in equal quarterly installments over 16 quarters beginning May 20, 2027, and continuing August 20, November 20, and March 6, with final vesting on March 6, 2030. Vesting may accelerate upon a “Qualified Retirement,” defined as separation from service after age 65 with at least eight years of service, provided the executive gives at least nine months’ advance written notice. In the event of a Qualified Retirement, vested units and any related dividend equivalents will be settled or paid six months following the executive’s termination of employment. The number of RSAs that may be granted is subject to the evaluation of the Executive’s performance and the collective corporate performance during 2026. The maximum number of RSUs that may be granted are as follows: CEO = up to 19,128  RSUs; President = 8,419 RSUs; COO - West = 7,619 RSUs;  and EVP = up to 6,473 RSUs.

Objective Bonus Plan for Senior Management for 2026 (“Objective Bonus Plan”): Under this Objective Bonus Plan, Executives have an opportunity to receive either a “Cash Bonus” Award or Restricted Stock Awards (“RSA”) having a value at the time of the Award of up to 100%, of the CEO’s annual base salary for 2026, and up to 75% of the annual base salary for 2026 for the President, COO West and the EVP as Performance Awards under the 2003 Plan. The Committee will, in its sole discretion, determine the amount and type of award to be made in the first quarter of 2027.  No Executive will be entitled to any type of award or have a legally binding right to an award until the Committee, in its sole discretion, determines an award will be made, the amount and the type of award to be made. No Executive will be entitled to elect between the Cash Bonus and RSA.

The foregoing descriptions are qualified in its entirety by reference to the full text of each of the Objective LTIP, Discretionary LTIP, Objective Bonus Plan, and Discretionary Bonus Plan, which are filed as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Exhibits		Description of Exhibits
99.1*		U. S. Physical Therapy, Inc. Objective Long-Term Incentive Plan for Senior Management for 2026, effective March 9, 2026.

				U.S. PHYSICAL THERAPY, INC.
Dated: March 13, 2026				By:		/s/ CAREY HENDRICKSON
						Carey Hendrickson
						Chief Financial Officer
						(duly authorized officer and principal financial and accounting officer)