Item 5. Other Information
ITEM 5.
OTHER INFORMATION.
On May 1, 2026, the Company amended the 2026 Objective Long-Term Incentive Plan and the 2026 Subjective Long-Term Incentive Plan (collectively, the “Incentive Plans”) which were filed on a Current
Report on Form 8-K on March 13, 2026. Pursuant to both Incentive Plans, any RSUs that are awarded to participants in 2027 are to vest evenly over 16 quarters beginning May 20, 2027 and thereafter on each August 20, November 20 and March 6; thus,
the final vesting date for such RSUs will be March 6, 2031. The amendment corrected an inconsistency in the Incentive Plans by setting forth the correct final vesting date (March 6, 2031) rather than the incorrect date (March 6, 2030) that was
included in the Incentive Plans.
Rule 10b5-1 Trading Arrangements
During the three months ended March 31,
2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.
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ITEM 6.
EXHIBITS.
Exhibit
Number
Description
10.1
Fourth Amended and Restated Credit Agreement dated as of April 14, 2026 among the Company, as the borrower, and Bank of
America, N.A., as Administrative Agent, Regions Capital Markets as Syndication Agent, BofA Securities Inc. Regions Capital Markets as Joint Lead Arrangers, BofA Securities Inc., as Sole Bookrunner and the lenders named therein.
[Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 10-Q filed with the SEC on May 8, 2026.]
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 2026, effective March 9, 2026. [incorporated by reference to Exhibit 99.1 on the Company’s
Current Report on Form 8-K filed with the SEC on March 13, 2026.]
99.2
U. S. Physical Therapy, Inc. Discretionary Long-Term Incentive Plan for Senior Management for 2026, effective March 9, 2026. [incorporated by reference to Exhibit 99.2 on the Company’s
Current Report on Form 8-K filed with the SEC on March 13, 2026.]
99.3
U. S. Physical Therapy, Inc. Objective Cash/RSA Bonus Plan for Senior Management for 2026, effective March 9, 2026. [incorporated by reference to Exhibit 99.3 on the Company’s Current
Report on Form 8-K filed with the SEC on March 13, 2026.]
99.4
U. S. Physical Therapy, Inc. Discretionary Cash/RSA Bonus Plan for Senior Management for 2026, effective March 9, 2026. [incorporated by reference to Exhibit 99.4 on the Company’s
Current Report on Form 8-K filed with the SEC on March 13, 2026.]
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
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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 8, 2026
By:
/s/ Jason Curtis
Jason Curtis
Interim Chief Financial Officer
(Principal Financial and Accounting Officer)
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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.