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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 26, 2025

 

 U.S. PHYSICAL THERAPY, INC.

(Exact name of registrant as specified in its charter)

 

Registrant's telephone number, including area code: (713) 297-7000

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

 

☐	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))

 

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

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.

 

---

 

Compensatory Arrangements of Executive Officers

 

Effective March 26, 2025 (“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, Chief Executive Officer (“CEO”), Mr. Eric Williams, President and Chief Operating Officer - East (“President”), Mr. Carey Hendrickson, Chief Financial Officer (“CFO”), 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”).

 

 

 

Any RSAs granted under this program shall be awarded in the first quarter of 2026 subject to the continuous employment of the Executive by USPH or its affiliates from the Effective Date through the date of the grant of the RSA. All RSAs granted shall be in writing and subject to the terms of the 2003 Plan and the specific terms and conditions (including without limitation, restrictions in transfer and substantial risk of forfeiture) as determined by the Committee in its sole discretion. RSAs granted under this Discretionary LTIP will vest evenly over 16 quarters, beginning May 20, 2026, and thereafter on August 20, November 20, and March 6, with final vesting on March 6, 2030, subject to acceleration of vesting based on the occurrence of certain events, as more specifically defined in the applicable Restricted Stock Agreement between the Executive and USPH and/or in the Executive's employment agreement with USPH.  The number of RSAs that may be granted is subject to the evaluation of the Executive’s performance and the collective corporate performance during 2025. The maximum number of RSAs that may be granted are as follows: CEO = up to 12,500 shares; CFO = up to 5,000 shares; COO West = up to 5,000 shares; President = up to 7,500 shares, and EVP = up to 5,000 shares.

 

 

 

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.

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

Exhibits		Description of Exhibits
99.1*		U. S. Physical Therapy, Inc. Objective Long-Term Incentive Plan for Senior Management for 2025, effective March 26, 2025.
99.2*		U. S. Physical Therapy, Inc. Discretionary Long-Term Incentive Plan for Senior Management for 2025, effective March 26, 2025.
99.3*		U. S. Physical Therapy, Inc. Objective Cash/RSA Bonus Plan for Senior Management for 2025, effective March 26, 2025.
99.4*		U. S. Physical Therapy, Inc. Discretionary Cash/RSA Bonus Plan for Senior Management for 2025, effective March 26, 2025.

          

* Filed herewith

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

---