What changed in this filing

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Item 1. Legal Proceedings

2025-08-08 compared with 2025-05-09 · 49 added, 11 removed, 2 unchanged (97% of the section changed)

LEGAL PROCEEDINGS.

We are a party to various legal actions, proceedings, and claims (some of which are not insured), and regulatory and other governmental audits and investigations in the ordinary course of our business.

We are a party to various legal actions, proceedings, and claims (some of which are not insured), and regulatory and other governmental audits and investigations in the ordinary course of our

We cannot predict the ultimate outcome of pending litigation, proceedings, and regulatory and other governmental audits and investigations.

These matters could potentially subject us to sanctions, damages, recoupments, fines, and other penalties.

Department of Justice, CMS, or other federal and state enforcement and regulatory agencies may conduct additional investigations related to our businesses in the future that may, either individually or in the aggregate, have a material adverse effect

on our business, financial position, results of operations, and liquidity.

Healthcare providers are subject to lawsuits under

the qui tam provisions of the federal False Claims Act.

Qui tam lawsuits typically remain under seal for some time while the government decides whether or not to intervene on behalf of a private qui tam plaintiff (known as a relator) and take the

lead in the litigation.

These lawsuits can involve significant monetary damages and penalties and award bounties to private plaintiffs who successfully bring the suits.

We have been a defendant in these cases in the past and may be named as a

defendant in similar cases from time to time in the future.

These matters could potentially subject us to sanctions, damages, recoupments, fines, and other

The Department of Justice, CMS, or other federal and state enforcement and regulatory agencies may conduct additional investigations related to our businesses in the future that may, either individually or in the aggregate, have a

material adverse effect on our business, financial position, results of operations, and liquidity.

Healthcare providers are subject to lawsuits under the qui tam provisions of the federal False Claims Act.

Qui tam lawsuits typically remain under seal for some time while the government decides

whether or not to intervene on behalf of a private qui tam plaintiff (known as a relator) and take the lead in the litigation.

These lawsuits can involve significant monetary damages and penalties and award bounties to private plaintiffs who

successfully bring the suits.

We have been a defendant in these cases in the past and may be named as a defendant in similar cases from time to time in the future.

OTHER INFORMATION.

Rule 105b-1 Trading Plans

The Company’s directors and executive officers do not currently have 10b5-1plans.

During the six months ended June 30, 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.

Amendment to Company Bylaws

On August 5, 2005, the Company’s Board of Directors approved and adopted an amendment to the Company Bylaws (the ‘Bylaws Amendment’).

The Bylaws Amendment provides an advance notice provision applicable to

stockholder nominations and proposals.

The foregoing description is qualified in its entirety by reference to the full text of the Bylaws Amendment, which are filed as Exhibit 3.2 to this Quarterly Report on Form 10-Q

Share Repurchase Program

The Company's Board of Directors approved a share repurchase program effective August 5, 2025.

The program authorizes the repurchase by the Company of up to $25

million of its outstanding shares of common stock over the period ending on December 31, 2026.

Under the share repurchase program, shares may be repurchased from time to time in the open market or negotiated transactions at prevailing market

rates, or by other means in accordance with federal securities laws.

The timing and amount of share repurchases under the share repurchase program, if any, will depend on several factors, including the Company's stock price performance, ongoing

capital allocation priorities and general market conditions.

Amended and Restated Bylaws of U.S.

Physical Therapy Inc.

effective as of August 5, 2025.

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

Certification Pursuant to 18 U.S.C 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Filed herewith

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.

PHYSICAL THERAPY, INC.

August 8, 2025

/s/ Carey Hendrickson

Carey Hendrickson

Chief Financial Officer

(Principal Financial and Accounting Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Legal Proceedings