Item 5. Other Information
ITEM 5.
OTHER INFORMATION.
Rule 105b-1 Trading Plans
The Company’s directors and executive officers do not currently have 10b5-1plans. During the three months ended March 31, 2025, none of our directors or executive officers adopted or terminated or any
contract, instruction, or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement.
On September 16, 2024, the Company entered into an amendment to the Credit Agreement in connection with the acquisition of a 50% interest in MSO Metro, LLC (“Metro”) pursuant to the Equity Interest
Purchase Agreement” dated October 7, 2024 among U.S. Physical Therapy, Ltd. (a subsidiary of the Company), Metro, the members of Metro, and Michael G. Mayrsohn, as Sellers’ Representative. Pursuant to the amendment, the lenders consented to the
Metro acquisition exceeding certain covenant thresholds regarding total acquisition consideration.
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ITEM 6.
EXHIBITS.
Exhibit
Number
Description
19.1*
U.S. Physical Therapy, Inc. Insider Trading Policy
31.1*
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2*
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32*
Certification Pursuant to 18 U.S.C 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1
U. S. Physical Therapy, Inc. Objective Long-Term Incentive Plan for Senior Management for 2025, effective March 26, 2025. [incorporated by reference to Exhibit 99.1 on the Company’s Current
Report on Form 8-K filed with the SEC on March 28, 2025.]
99.2
U. S. Physical Therapy, Inc. Discretionary Long-Term Incentive Plan for Senior Management for 2025, effective March 26, 2025. [incorporated by reference to Exhibit 99.2 on the Company’s Current
Report on Form 8-K filed with the SEC on March 28, 2025.]
99.3
U. S. Physical Therapy, Inc. Objective Cash/RSA Bonus Plan for Senior Management for 2025, effective March 26, 2025. [incorporated by reference to Exhibit 99.3 on the Company’s Current Report on
Form 8-K filed with the SEC on March 28, 2025.]
99.4
U. S. Physical Therapy, Inc. Discretionary Cash/RSA Bonus Plan for Senior Management for 2025, effective March 26, 2025. [incorporated by reference to Exhibit 99.4 on the Company’s Current
Report on Form 8-K filed with the SEC on March 28, 2025.]
101.INS*
XBRL Instance Document
101.SCH*
XBRL Taxonomy Extension Schema Document
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*
Filed herewith
**
Management contract or compensatory arrangement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.
U.S. PHYSICAL THERAPY, INC.
Date: May 9, 2025
By:
/s/ Carey Hendrickson
Carey Hendrickson
Chief Financial Officer
(Principal financial and accounting officer)
51
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.