false U S PHYSICAL THERAPY INC /NV 0000885978 0000885978 2025-07-01 2025-07-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 1, 2025
U.S. PHYSICAL THERAPY, INC.
(Exact name of registrant as specified in its charter)

Nevada |  | 001-11151 |  | 76-0364866
(State or other jurisdiction of incorporation or organization) |  | (Commission File Number) |  | (I.R.S. Employer Identification No.)

1300 WEST SAM HOUSTON PARKWAY, SUITE 300, HOUSTON, Texas |  | 77043
(Address of Principal Executive Offices) |  | (Zip Code)

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:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common Stock, $.01 par value | USPH | New York Stock Exchange

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. | ◻

Item 7.01 Regulation FD Disclosure.
On July 1, 2025, Barrington Research Associates, Inc. (“Barrington”) circulated a research report on behalf of U.S. Physical Therapy, Inc. (the “Company”) based in part on conversations between representatives of Barrington and representatives of the Company. The Report includes certain information regarding the Company which is attributed to Company management. A copy of the Report is attached hereto as Exhibit 99.1.
The information contained in Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended.
I tem 9.01 Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No. |  | Description
99.1 |  | Research Report of Barrington Research Associates, Inc. issued on July 1, 2025.

SIGNATURES
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.

|  |  |  | U.S. PHYSICAL THERAPY, INC. |
Dated: July 1, 2025 |  |  |  | By: |  | /s/ CAREY HENDRICKSON |
|  |  |  |  |  | Carey Hendrickson |
|  |  |  |  |  | Chief Financial Officer |
|  |  |  |  |  | (duly authorized officer and principal financial and accounting officer) |