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): March 9, 2026


 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 SOUTH,
SUITE 300, HOUSTON, Texas
  
77042
(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Compensatory Arrangements of Executive Officers

Effective March 9, 2026 (“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, Chairman and Chief Executive Officer (“CEO”), Mr. Eric Williams, President and Chief Operating Officer - East (“President”), 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”).
Objective Long-Term Incentive Plan for Senior Management for 2026 (“Objective LTIP”): Under the Objective LTIP, Executives have an opportunity to receive Restricted Stock Units (“RSUs”) under the 2003 Plan to be granted by the Committee in the first quarter of 2027 (“Grant Date”). Each RSU represents the right to receive one share of Common Stock upon settlement. If prior to the settlement date, the Company declares a cash or stock dividend with respect to shares of Common Stock, then on the payment of such dividend the Grantee will be credited with “Dividend Equivalents” in an amount equal to the dividends that would have been paid to the Grantee if one share of Common Stock had been issued on Grant Date for each RSU. Such Dividend Equivalents are subject to the same transfer restrictions, vesting conditions, and forfeiture provisions as the related RSUs. Dividend Equivalents will be paid in cash, including cash equivalents of any stock dividends, at the time the RSUs vest and are settled. Executives must remain employed by the Company or its affiliates from the effective date through the applicable grant date to receive RSU awards, unless otherwise provided in an employment agreement.

RSUs are granted under the Company’s 2003 equity incentive plan and are subject to terms and conditions established by the Committee, including transfer restrictions and forfeiture provisions. RSUs vest in equal quarterly installments over 16 quarters beginning May 20, 2027 and continuing August 20, November 20, and March 6, with final vesting on March 6, 2030. Vesting may accelerate upon a “Qualified Retirement,” defined as separation from service after age 65 with at least eight years of service, provided the executive gives at least nine months’ advance written notice. In the event of a Qualified Retirement, vested units and any related Dividend Equivalents will be settled or paid six months following the executive’s termination of employment.

The Compensation Committee determines the amount, if any, of the RSUs to be granted to each Executive and shall be based on the Company’s achievement of Adjusted EBITDA for the year 2026.  Adjusted EBITDA is defined as net income attributable to USPH shareholders before interest income, interest expense, taxes, depreciation, and amortization, changes in revaluation of put-right liability, equity-based awards compensation expense, any impairment charges and other extraordinary or unusual items, and related portion for non-controlling interests. The target number of RSUs that may be granted are as follows: CEO = 12,752 RSUs; President = 5,613 RSUs; COO West = 5,080 RSUs and EVP = 4,314 RSUs. The maximum amount of RSUs awarded could be up to 150% of the target number of RSUs.

Discretionary Long-Term Incentive Plan for Senior Management for 2026 (“Discretionary LTIP”): In addition to any other awards under the 2003 Plan or any other long term incentive plan or bonus plan, policy, or program of USPH, and not in lieu of any other such award or payment, the Committee may, in its judgment and at its sole discretion, to incentivize and retain Executives, grant RSUs under the 2003 Plan, based on its evaluation of an Executive's performance and the collective corporate performance for 2026.

Any RSU granted under this program shall be awarded in the first quarter of 2027.  Each RSU represents the right to receive one share of Common Stock upon settlement. If prior to the settlement date, the Company declares a cash or stock dividend with respect to shares of Common Stock, then on the payment of such dividend the Grantee will be credited with “Dividend Equivalents” in an amount equal to the dividends that would have been paid to the Grantee if one share of Common Stock had been issued on Grant Date for each RSU. Such Dividend Equivalents are subject to the same transfer restrictions, vesting conditions, and forfeiture provisions as the related RSUs. Dividend Equivalents will be paid in cash, including cash equivalents of any stock dividends, at the time the RSUs vest and are settled.  Executives must remain employed by the Company or its affiliates from the effective date through the applicable grant date to receive RSU awards, unless otherwise provided in an employment agreement.

RSUs granted under the Company’s 2003 equity incentive plan are subject to terms and conditions established by the Committee, including transfer restrictions and forfeiture provisions. Awards vest in equal quarterly installments over 16 quarters beginning May 20, 2027, and continuing August 20, November 20, and March 6, with final vesting on March 6, 2030. Vesting may accelerate upon a “Qualified Retirement,” defined as separation from service after age 65 with at least eight years of service, provided the executive gives at least nine months’ advance written notice. In the event of a Qualified Retirement, vested units and any related dividend equivalents will be settled or paid six months following the executive’s termination of employment. The number of RSAs that may be granted is subject to the evaluation of the Executive’s performance and the collective corporate performance during 2026. The maximum number of RSUs that may be granted are as follows: CEO = up to 19,128  RSUs; President = 8,419 RSUs; COO - West = 7,619 RSUs;  and EVP = up to 6,473 RSUs.

Objective Bonus Plan for Senior Management for 2026 (“Objective Bonus Plan”): Under this Objective Bonus Plan, Executives have an opportunity to receive either a “Cash Bonus” Award or Restricted Stock Awards (“RSA”) having a value at the time of the Award of up to 100%, of the CEO’s annual base salary for 2026, and up to 75% of the annual base salary for 2026 for the President, COO West and the EVP as Performance Awards under the 2003 Plan. The Committee will, in its sole discretion, determine the amount and type of award to be made in the first quarter of 2027.  No Executive will be entitled to any type of award or have a legally binding right to an award until the Committee, in its sole discretion, determines an award will be made, the amount and the type of award to be made. No Executive will be entitled to elect between the Cash Bonus and RSA.

Before any Cash Bonus is made or an RSA is awarded under this Objective Bonus Plan, the Committee shall certify in writing that the performance goals (which in this case is the achievement of certain level of Adjusted EBITDA) have been obtained. Adjusted EBITDA is defined as net income attributable to USPH shareholders before interest income, interest expense, taxes, depreciation, and amortization, changes in revaluation of put-right liability, equity-based awards compensation expense, any impairment charges and other extraordinary or unusual items, and related portion for non-controlling interests. Any Cash Bonus award made hereunder shall be paid in a lump-sum amount, and any RSA granted, in each case no later than March 15, 2027. The Executive must be continuously employed by USPH or its affiliates from the Effective Date through December 31, 2026, to receive the Cash Bonus or an RSA.

Discretionary Cash/RSA Bonus Plan for Senior Management for 2026 (“Discretionary Bonus Plan”):’ ; In addition to awards under any other plan or program at USPH for which such Executives are eligible and not in lieu thereof, each Participant in this Discretionary Bonus Plan has the potential to be awarded of up to 50% of the Participant's annual base salary for 2026 (“Subjective Bonus”) subject to the achievement of individual goals established by the Committee. The Subjective Bonus shall be made as either a Cash Bonus Award or RSAs, as determined in the sole discretion of the Committee. No Participant shall be entitled to a Subjective Bonus and shall have no legally binding right to a Subjective Bonus until the Committee determines the amount and type of award to be made.  No Participant will be entitled to elect any type of award to be made. Any Cash Bonus made hereunder shall be paid in a lump-sum amount, and any RSA granted, in each case no later than March 15, 2027. The Executive must be continuously employed by USPH or its affiliates from the Effective Date through December 31, 2026, to receive the Cash Bonus or an RSA.

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
   
 
U. S. Physical Therapy, Inc. Objective Long-Term Incentive Plan for Senior Management for 2026, effective March 9, 2026.
 
U. S. Physical Therapy, Inc. Discretionary Long-Term Incentive Plan for Senior Management for 2026, effective March 9, 2026
  U. S. Physical Therapy, Inc. Objective Cash/RSA Bonus Plan for Senior Management for 2026, effective March 9, 2026.
  U. S. Physical Therapy, Inc. Discretionary Cash/RSA Bonus Plan for Senior Management for 2026, effective March 9, 2026.

* 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.

               
       
U.S. PHYSICAL THERAPY, INC.
  
         
Dated: March 13, 2026
      
By:
  
/s/ CAREY HENDRICKSON
  
           
Carey Hendrickson
  
           
Chief Financial Officer
  
           
(duly authorized officer and principal financial and accounting officer)
  



                                                                  Exhibit 99.1
U.S. PHYSICAL THERAPY, INC.
2026 OBJECTIVE LONG-TERM INCENTIVE PLAN
FOR SENIOR MANAGEMENT
(“Objective LTIP”)

Purpose: To incentivize and retain Executives eligible for this Objective LTIP, to achieve certain corporate earnings criteria and reward Executives when such criteria are achieved, and to align the long-term interests of Executives and shareholders of USPH by compensating the Executives in Restricted Stock Units (“RSUs”), representing the right to receive one share of USPH Common Stock, and which vest over time, thereby increasing the Executives' equity interest in USPH.
Effective Date: The effective date of this Objective LTIP and the establishment of performance goals and formula for the amount payable hereunder is March 9, 2026.

Eligibility: The Executives of USPH eligible for this Objective LTIP are the Chief Executive Officer (“CEO”), the President and Chief Operating Officer - East (“President”), the Executive Vice President and General Counsel (“EVP”), and the Chief Operating Officer - West (“COO West”). Terms not defined herein shall have the meaning of such term as defined in the U.S. Physical Therapy, Inc. 2003 Stock Incentive Plan (as amended) (the “2003 Plan”).

Vesting and Other Terms and Provisions: Under this Objective LTIP, Executives have an opportunity to receive Restricted Stock Units (“RSUs”) under the 2003 Plan, to be granted by the Compensation Committee of the Board of Directors of USPH (as the term “Committee” is defined in Section 1.8 of the 2003 Plan) in the first quarter of 2027. Each RSU represents the right to receive one share of Common Stock upon settlement.  If prior to the settlement date the Company declares a cash or stock dividend with respect to shares of Common Stock, then on the payment date of such dividend the Grantee will be credited with “Dividend Equivalents” in an amount equal to the dividends that would have been paid to Grantee if one share of Common Stock had been issued on Grant Date for each RSU. The Dividend Equivalents shall be subject to the same Transfer, forfeiture and Vesting Events as the RSUs to which they relate and shall be paid in cash (with stock dividends converted to cash) on the same date that the RSUs to which they relate are settled and the underlying shares of Common Stock issued.

The Executive must be employed by USPH or its affiliates from the Effective Date through the date of the grant to receive an RSU, unless otherwise provided in the Executive’s Employment Agreement. All RSUs shall be granted subject to the terms of the 2003 Plan and the specific terms and conditions (including without limitation, restrictions on transfer and substantial risk of forfeiture) as determined by the Compensation Committee in its sole discretion. RSUs that are granted under this Objective LTIP will vest evenly over 16 quarters, beginning May 20, 2027 and thereafter on August 20, November 20, and March 6 with final vesting on March 6 , 2030, subject to acceleration of vesting upon a “Qualified Retirement” and otherwise as in the Committee's sole discretion and based on the occurrence of certain events, as more specifically defined in the applicable Restricted Stock Unit Agreement between the Executive and USPH and/or in the Executive's employment agreement with USPH.  For the purposes hereof, “Qualified Retirement” shall mean the Grantee’s separation from service with Company and its Affiliates after Grantee’s attainment of age 65 and at least 8 years of service with the Company and/or its Affiliates, provided that the Grantee provides the Company written notice of Grantee’s retirement at least 9 months prior to the termination date of Grantee’s employment. In the event of acceleration of vesting upon a Qualified Retirement, the shares of Common Stock issuable thereunder shall be issued, and the payment of the amount representing the Dividend Equivalents shall be paid, on the date that is six (6) months after the Grantee’s termination of employment.

Administration: The Compensation Committee has authority to administer this Objective LTIP, grant awards and decide all questions of interpretation. The Compensation Committee shall set out the vesting and other terms of an RSU in writing. The Compensation Committee's determinations and interpretations under this Objective LTIP shall be final.

Objective Goals And Amounts That May Be Awarded: The target amount of RSUs that may be granted under this this Objective LTIP based on achievement of the performance goals relating to 2026 are as follows: CEO = 12,752 RSUs; President/COO - East = 5,613 RSUs; COO /COO -WE- West = 5,080 RSUs and EVP = 4,314 RSUs. The number of RSUs awarded under this Objective LTIP shall be based on the Company’s Adjusted EBITDA (as defined herein) for 2026 at or above one of the three specified levels: Threshold, Target and Maximum levels corresponding with varying Adjusted EBITDA performance.  The number of RSUs applicable for performance in between two levels shall be proportionately adjusted to correspond with such level of performance.

Award Grant Date:  Any RSUs granted under this program shall be granted under the 2003 Plan in the first quarter of 2027 after the Compensation Committee determines the amount, if any, of the RSUs to be granted to each Participant.

2026 Performance Goals
Adjusted EBITDA
Objective
Amount of RSUs
 
Threshold               $101,608,320
50% of Target
Target                     $105,600,000
100% of Target
Maximum               $108,240,000
150% of Target

Adjusted EBITDA is defined as net income attributable to USPH shareholders before interest income, interest expense, taxes, depreciation, and amortization, changes in revaluation of put-right liability, equity-based awards compensation expense, any impairment charges and other extraordinary or unusual items, and related portion for non-controlling interests.



                                                                            Exhibit 99.2

U.S. PHYSICAL THERAPY, INC.
2026 DISCRETIONARY LONG-TERM INCENTIVE PLAN
FOR SENIOR MANAGEMENT
(“Discretionary LTIP”)

Purpose: To incentivize and retain Executives eligible for this Discretionary LTIP to achieve certain strategic, operational, business growth & development and other criteria and reward Executives when such criteria are achieved, and to align the long-term interests of Executives and shareholders of USPH by compensating the Executives in Restricted Stock Units (“RSUs”), representing the right to receive one share of USPH Common Stock, and which vest over time, thereby increasing the Executives' equity interest in USPH.

Effective Date: This Discretionary LTIP is established effective March 9, 2026.

Participants: Executives who will have an opportunity to be granted RSUs under this Discretionary LTIP shall be the Chief Executive Officer (“CEO”), the Chief Operating Officer - West (“COO - West”), the President and Chief Operating Officer - East (“President/COO - East”) and Executive Vice President, General Counsel (“EVP”). The following shall be the maximum amount of RSUs that may be awarded under this program to each specified participant: CEO = 19,128 RSUs; President/COO - East = 8,419 RSUs; COO - West = 7,619 RSUs;  and EVP =  6,473 RSUs.

Vesting and Other Terms and Provisions: Under this Discretionary LTIP, Executives have an opportunity to receive Restricted Stock Units (“RSUs”) under the 2003 Plan, to be granted by the Compensation Committee of the Board of Directors of USPH (as the term “Committee” is defined in Section 1.8 of the 2003 Plan) in the first quarter of 2027. Each RSU represents the right to receive one share of Common Stock upon settlement.  If prior to the settlement date the Company declares a cash or stock dividend with respect to shares of Common Stock, then on the payment date of such dividend the Grantee will be credited with “Dividend Equivalents” in an amount equal to the dividends that would have been paid to Grantee if one share of Common Stock had been issued on Grant Date for each RSU. The Dividend Equivalents shall be subject to the same Transfer, forfeiture and Vesting Events as the RSUs to which they relate and shall be paid in cash (with stock dividends converted to cash) on the same date that the RSUs to which they relate are settled and the underlying shares of Common Stock issued.

The Executive must be employed by USPH or its affiliates from the Effective Date through the date of the grant to receive an RSU, unless otherwise provided in the Executive’s Employment Agreement. All RSUs shall be granted subject to the terms of the 2003 Plan and the specific terms and conditions (including without limitation, restrictions on transfer and substantial risk of forfeiture) as determined by the Compensation Committee in its sole discretion. RSUs that are granted under this Subjective LTIP will vest evenly over 16 quarters commencing May 20, 2027 and thereafter on August 20, November 20, and March 6 with final vesting on March 6, 2030, subject to acceleration of vesting upon a “Qualified Retirement” and otherwise as in the Committee's sole discretion and based on the occurrence of certain events, as more specifically defined in the applicable Restricted Stock Unit Agreement between the Executive and USPH and/or in the Executive's employment agreement with USPH.  For the purposes hereof, “Qualified Retirement” shall mean the Grantee’s separation from service with Company and its Affiliates after Grantee’s attainment of age 65 and at least 8 years of service with the Company and/or its Affiliates, provided that the Grantee provides the Company written notice of Grantee’s retirement at least 9 months prior to the termination date of Grantee’s employment. In the event of acceleration of vesting upon a Qualified Retirement, the shares of Common Stock issuable thereunder shall be issued, and the payment of the amount representing the Dividend Equivalents shall be paid, on the date that is six (6) months after the Grantee’s termination of employment.

The factors to be considered include:

Chris Reading - CEO

1.
Company and Board Leadership.
•
Ensure that the Board and its Committees have adequate resources, communication and structure to carry out their critical functions.
•
Ensure smooth onboarding and orientation for new board members and ensure adequate resources and support for each board committee.
•
Ensure that the Company’s strategy is focused on creating long-term value for shareholders and stakeholders alike and that the execution around those initiatives is done in a way as to uphold the Company’s long-established standards for  integrity, communication and patient-centered care.
2.
Expand and accelerate the Company’s development and growth opportunities in both the physical therapy and industrial injury prevention segments, as well as through focused expansion of the Company’s hospital initiatives and the evaluation and creation of digital and remote offerings.
3.
Maintain the stability and cohesion of the Company’s management team as we work through a challenging environment for the long-term benefit of the shareholders.
4.
Maintain an environment of compliance, accountability and integrity in all that we do.
5.
Conduct a successful search, selection, onboarding and integration of the Chief Financial Officer.
6.
Oversee the completion of the WorkDay ERP architecture, design, testing, and deployment phases as well as the operational rollout of the system in January 2027.

Eric Williams – President and COO East

1.
Ensure cost and revenue alignment to achieve Company’s operating plan in physical therapy and IIP business segments.
2.
Broaden the adoption of artificial intelligence and virtual technologies designed to improve productivity and leverage labor costs in the clinics, while enhancing revenue generation with the expansion of home care, cash-based programs, and hospital system relationships.
3.
Design and implement a digital care physical therapy offering to begin migrating towards a hybrid care model creating scalability and improved access to physical therapy services.
4.
Training, development, and acquisition of key personnel to ensure that the Company has the necessary depth in important operational and support areas for succession and growth-related objectives.
5.
Maintain effective compliance and cybersecurity cultures.
6.
Foster and deepen  trust-based relationships, across and between partnerships, with emphasis on top 40 partner groups,  to ensure adoption of key initiatives and objectives.
7.
Ensure the completion of the WorkDay ERP architecture, design, testing, and deployment phases as well as the operational rollout of the system in January 2027.

Graham Reeve - COO West

1.
Ensure cost and revenue alignment to achieve Company’s operating plan in PT and IIP business segments.
2.
Expand the Company-wide initiative to broaden the adoption of artificial intelligence. virtual technologies and remote therapy monitoring (RTM) programs designed to enhance patient care service delivery, productivity, and leverage labor costs.
3.
Create and maintain an effective leadership development, training of key individuals, succession planning and effective relationship integration to ensure seamless transition to accommodate strategic and growth initiatives and succession related changes.
4.
Execute a Company-wide initiative to enhance PT revenue generation through the growth and expansion of cash and home care programs and hospital system relationships, and ensure effective acquisition related due diligence and integration coordination and execution.
5.
Maintain effective compliance and cybersecurity culture.

Rick Binstein - EVP/General Counsel
1.
Coordinate with CEO and other executives to facilitate growth through development.
2.
Coordinate with and assist the Company’s  Chief Compliance Officer in compliance related matters to maintain an effective compliance culture.
3.
Manage and operate legal department in a manner which successfully supports the Company’s partners and corporate/infrastructure needs.
4.
Assist CEO and other executives in evaluating new opportunities for growth, including acquisitions and strategic hospital relationships.
5.
Coordinate and maintain corporate records and board of directors related matters.
6.
Assist Chairman/CEO in onboarding and orienting new board members and CFO.

Administration: The Compensation Committee shall administer this Discretionary LTIP. The Compensation Committee shall have the exclusive authority to interpret and construe the terms of this Discretionary LTIP and make all determinations under this plan, and its decisions shall be final and binding in all persons. The Compensation Committee shall set out the vesting and other terms of an RSU in writing.

Award Grant Date:  Any RSUs granted under this program shall be granted under the 2003 Plan in the first quarter of 2027 after the Compensation Committee determines the amount, if any, of the RSUs to be granted to each participant.


                                                           Exhibit 99.3
U.S. PHYSICAL THERAPY, INC.
2026 OBJECTIVE LONG-TERM INCENTIVE PLAN
FOR SENIOR MANAGEMENT
(“OBJECTIVE BONUS PLAN”)
Purpose: To incentivize and retain Executives eligible for this Objective Bonus Plan to achieve certain corporate earnings criteria and reward Executive Officers of USPH when such criteria are achieved, and to align the long-term interests of Executives and shareholders of USPH.

Effective Date: The effective date of this Objective Bonus Plan and the establishment of performance goals and formula for the amount payable hereunder is March 9, 2026.

Eligibility: The Executives of USPH eligible for this Objective Bonus Plan are the Chief Executive Officer ("CEO"), the President and COO - East (“President”), the Chief Operating Officer - West ("COO West"), and the Executive Vice President, General Counsel ("EVP")

Description. Conditions and Payment Date: Under this Objective Bonus Plan, Executives have an opportunity to receive either a “Cash Bonus” Award or to be granted a Restricted Stock Award ("RSA") having a value at the time of the Award of up to 100% of the annual base salary for 2026 (“Base”) for the CEO, up to 75% of Base for the President, up to 75% of Base for the COO West,  and up to 75% of Base for the EVP, as Performance Awards under the 2003 Plan. The percentage of the maximum amount of cash/RSA value awarded under this Objective Bonus Plan shall be based on the Company’s Adjusted EBITDA (as defined herein) for 2026 at or above one of the three specified levels: Threshold, Target and Maximum percentage levels corresponding with varying Adjusted EBITDA performance.  The percentage of payout applicable for performance in between two levels shall be proportionately adjusted to correspond with such level of performance.

The Compensation Committee of the Board of Directors of USPH (the "Compensation Committee") will, in its sole discretion, determine the amount and type of award to be made in the first quarter of 2027. No Executive will be entitled to any type of award or have a legally binding right to an award until the Compensation Committee, in its sole discretion, determines an award will be made, the amount and the type of award to be made. No Executive will be entitled to elect between the Cash Bonus and RSA. Before any Cash Bonus is paid or an RSA is awarded under this Objective Bonus Plan, the Compensation Committee shall certify in writing that the performance goals have been obtained. Any Cash Bonus award made hereunder shall be paid in a lump-sum amount, and any RSA granted, in each case no later than March 15, 2027. The Executive must be continuously employed by USPH or its affiliates from the Effective Date through December 31, 2026 to receive the Cash Bonus or an RSA, unless otherwise provided in the Executive’s Employment Agreement.

Administration:  The Compensation Committee has authority to administer this Objective Bonus Plan, grant awards, determine whether any such awards shall be made as a Cash Bonus Award or as an RSA, and decide all questions of interpretation. Any RSA granted under this Objective Bonus Plan shall be fully vested on the Grant date. The Compensation Committee’s determinations and interpretations under this Objective Bonus Plan shall be final and binding on all persons.

Objective Bonus Calculation:

2026 Adjusted EBITDA
Potential Bonus Value
(percentage of base salary)
Potential Bonus Value
(percentage of base salary)
 
CEO
Pres., COO-West, EVP
    Threshold              $101,608,320
30%
15%
    Target                    $105,600,000
50%
31%
    Maximum              $109,697,280
100%
75%

Adjusted EBITDA is defined as net income attributable to USPH shareholders before interest income, interest expense, taxes, depreciation, and amortization, changes in revaluation of put-right liability, equity-based awards compensation expense, any impairment charges and other extraordinary or unusual items, and related portion for non-controlling interests.

No Trust or Fund: There shall be no separate trust or fund for this Objective Bonus Plan. Any amount payable hereunder shall be an unfunded obligation of USPH and shall be payable out of the general assets of USPH and no amount payable shall be assignable by the participant.

                                                         
                                                                                                              Exhibit 99.4
U.S. PHYSICAL THERAPY, INC.
2026 DISCRETIONARY CASH/RSA BONUS PLAN
FOR SENIOR MANAGEMENT
 (“DISCRETIONARY BONUS PLAN”)
 
Purpose:  The purpose of this Discretionary Bonus Plan is to retain and incentivize the Executive Officers of USPH by providing an annual bonus opportunity to the Executives to reward them when certain individual and corporate subjective performance measures are achieved.

Participants: Executives of USPH who shall be "Participants" in this Discretionary Bonus Plan are the Chief Executive Officer ("CEO"), President and COO - East (“President and COO - East”), Chief Operating Officer - West ("COO - West"), and Executive Vice President, General Counsel (EVP). In addition to awards under any other plan or program at USPH for which such Executives are eligible and not in lieu thereof, each Participant in this Discretionary Bonus Plan has the potential to be awarded a "Subjective Bonus" of up to 50% of the Participant's annual base salary for 2026 ("Base") pursuant to the subjective criteria as set forth below. The Subjective Bonus shall be made as either a "Cash Bonus" Award or a Restricted Stock Award ("RSA"), as determined in the sole discretion of the Compensation Committee of the Board of Directors of USPH (the "Compensation Committee"). The Compensation Committee shall have the sole discretion to determine the amount and type of award (whether a Cash Bonus Award or an RSA) to be made. No Participant shall be entitled to a Subjective Bonus and shall have no legally binding right to a Subjective Bonus until the Compensation Committee determines the amount and type of award to be made.  No Participant will be entitled to elect any type of award to be made.

Effective Date: This Discretionary Bonus Plan is established effective March 9, 2026.

Administration: The Compensation Committee shall administer this Discretionary Bonus Plan and shall have the sole authority to interpret and construe all of the terms of this Discretionary Bonus Plan, establish the criteria for awards, determine the amounts payable under this plan, and determine whether such awards under this plan shall be made as a Cash Bonus Award or as an RSA. The amount, if any, of the Subjective Bonus payable to each participant in this Discretionary Bonus Plan shall be determined by the Compensation Committee in its sole discretion based upon subjective criteria described below. All decisions of the Compensation Committee shall be final and binding on all persons.

Award and Payment Date: The Compensation Committee shall make award determinations in the first quarter of 2027. After the Compensation Committee has determined that goals have been met and has calculated the awards to be made hereunder, the Cash Bonus Award shall be paid, and the RSA shall be granted, to the applicable Participant in the first quarter of 2027 but no later than March 15, 2027. A Subjective Bonus shall be payable only if the Participant remains continuously employed from the Effective Date through the date of the determination of the amount payable by the Compensation Committee, unless otherwise provided in the Executive’s Employment Agreement. Any RSA granted under this Discretionary Bonus Plan shall be fully vested on the Grant date.

Subjective Bonus Calculation: The Subjective Bonus criteria that have been established by the Compensation Committee and shall be used in the Compensation Committee's sole discretion to grant an award of a Subjective Bonus having a value as of the date of the award of up to 50% of Base for CEO, President and COO - East, COO - West, and EVP are as follows:

Chris Reading - CEO

1.
Company and Board Leadership.
a.
Ensure that the Board and its Committees have adequate resources, communication and structure to carry out their critical functions.
b.
Ensure smooth onboarding and orientation for new board members and ensure adequate resources and support for each board committee.
c.
Ensure that the Company’s strategy is focused on creating long-term value for shareholders and stakeholders alike and that the execution around those initiatives is done in a way as to uphold the Company’s long-established standards for  integrity, communication and patient-centered care.
2.
Expand and accelerate the Company’s development and growth opportunities in both the physical therapy and industrial injury prevention segments, as well as through focused expansion of the Company’s hospital initiatives and the evaluation and creation of digital and remote offerings.
3.
Maintain the stability and cohesion of the Company’s management team as we work through a challenging environment for the long-term benefit of the shareholders.
4.
Maintain an environment of compliance, accountability and integrity in all that we do.
5.
Conduct a successful search, selection, onboarding and integration of the Chief Financial Officer.
6.
Oversee the completion of the WorkDay ERP architecture, design, testing, and deployment phases as well as the operational rollout of the system in January 2027.

Eric Williams – President and COO East

1.
Ensure cost and revenue alignment to achieve Company’s operating plan in physical therapy and IIP business segments.
2.
Broaden the adoption of artificial intelligence and virtual technologies designed to improve productivity and leverage labor costs in the clinics, while enhancing revenue generation with the expansion of home care, cash-based programs, and hospital system relationships.
3.
Design and implement a digital care physical therapy offering to begin migrating towards a hybrid care model creating scalability and improved access to physical therapy services.
4.
Training, development, and acquisition of key personnel to ensure that the Company has the necessary depth in important operational and support areas for succession and growth-related objectives.
5.
Maintain effective compliance and cybersecurity cultures.
6.
Foster and deepen  trust-based relationships, across and between partnerships, with emphasis on top 40 partner groups,  to ensure adoption of key initiatives and objectives.
7.
Ensure the completion of the WorkDay ERP architecture, design, testing, and deployment phases as well as the operational rollout of the system in January 2027.

Graham Reeve - COO West

1.
Ensure cost and revenue alignment to achieve Company’s operating plan in PT and IIP business segments.
2.
Expand the Company-wide initiative to broaden the adoption of artificial intelligence. virtual technologies and remote therapy monitoring (RTM) programs designed to enhance patient care service delivery, productivity, and leverage labor costs.
3.
Create and maintain an effective leadership development, training of key individuals, succession planning and effective relationship integration to ensure seamless transition to accommodate strategic and growth initiatives and succession related changes.
4.
Execute a Company-wide initiative to enhance PT revenue generation through the growth and expansion of cash and home care programs and hospital system relationships, and ensure effective acquisition related due diligence and integration coordination and execution.
5.
Maintain effective compliance and cybersecurity culture.

Rick Binstein - EVP/General Counsel
1.
Coordinate with CEO and other executives to facilitate growth through development.
2.
Coordinate with and assist the Company’s  Chief Compliance Officer in compliance related matters to maintain an effective compliance culture.
3.
Manage and operate legal department in a manner which successfully supports the Company’s partners and corporate/infrastructure needs.
4.
Assist CEO and other executives in evaluating new opportunities for growth, including acquisitions and strategic hospital relationships.
5.
Coordinate and maintain corporate records and board of directors related matters.
6.
Assist Chairman/CEO in onboarding and orienting new board members and CFO.

No Trust or Fund: There shall be no separate trust or fund for this Discretionary Bonus Plan. Any amount payable hereunder shall be an unfunded obligation of USPH and shall be payable out of the general assets of USPH and no amount payable shall be assignable by the participants.