USPh - U.S. Physical Therapy Inc.

02/25/2026 | Press release | Distributed by Public on 02/25/2026 19:22

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Binstein Richard
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
(Last) (First) (Middle)
1300 W SAM HOUSTON PKWY S, SUITE 300
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026
(Street)
HOUSTON, TX 77042
4. If Amendment, Date 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
(City) (State) (Zip)
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 02/23/2026 A 10,000(1) A $ 0 27,867(2) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Binstein Richard
1300 W SAM HOUSTON PKWY S
SUITE 300
HOUSTON, TX 77042
EVP Gen'l Counsel & Secretary

Signatures

/s/ Kate Venturina, as attorney-in-fact 02/25/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) These shares of common stock were granted as restricted stock pursuant to the Company's Amended and Restated 2003 Stock Incentive Plan. Restrictions lapse in 15 quarterly installments of 624 shares vesting beginning on May 20, 2026 and on each of March 6, May 20, August 20, and November 20 of each year 2026, 2027, 2028 and 2029 and 640 shares vesting on March 6, 2030, if he still employed by the Company as of those dates.
(2) Includes 22,624 (including the awards mentioned in note 1) which were granted as restricted stock pursuant to the Company's Amended and Restated 2003 Stock Incentive Plan. Restriction lapse as to 1,554 shares will vest on March 6, 2026, 1,870 shares will vest on each of May 20, 2026, August 20, 2026 and November 20, 2026, 1,876 shares on March 6, 2027, 1,636 shares will vest on each of May 20, 2027, August 20, 2027 and November 20, 2027, 1,640 shares will vest on March 6, 2028, 1,130 shares will vest on each of May 20, 2028, August 20, 2028 and November 20, 2028, 1,134 shares will vest on March 6, 2029, 624 shares will vest on each of May 20, 2029, August 20, 2028 and November 20, 2029 and the final 640 shares will vest on March 6, 2030.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
USPh - U.S. Physical Therapy Inc. published this content on February 25, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 26, 2026 at 01:22 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]