SEC Form NT 10-Q filed by U.S. Physical Therapy Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one): ☐Form 10-K   ☐Form 20-F   ☐Form 11-K  ☒ Form 10-Q   ☐ Form N-SAR   ☐Form N-CSR

For Period Ended: June 30, 2024.

For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

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PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

PART III -- NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

U.S. Physical Therapy, Inc. (the “Company”) is not filing by the prescribed due date its Form 10-Q for the fiscal quarter ended June 30, 2024 (the “Form 10-Q”). The Company is working to file its Quarterly Report on Form 10-Q on or before the fifth calendar day extension provided by Rule 12b-25.

In the aftermath of Hurricane Beryl, which moved through Houston, Texas, on July 5, 2024, the Company’s headquarters in Houston was without power and internet for 10 days and many of the Company’s Houston-area employees were similarly displaced for multiple days. In light of these circumstances, the Company currently is not in a position to complete the preparation of the financial statements and certain related information required to be included in the Form 10-Q by the August 9, 2024, filing date.

The Company intends to file the Form 10-Q on August 14, 2024.

PART IV -- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒   No ☐

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

Yes ☐   No ☒

 (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

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