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): May 28, 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.
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ITEM 8.01 Other Event.
 
On May 28, 2025, U.S. Physical Therapy Inc., (the “Company”) (NYSE:USPH) filed a registration statement on Form 8-A with the Securities and Exchange Commission in connection with the dual listing of its common stock with NYSE Texas. The Company will maintain its primary listing on the New York Stock Exchange and trade with the same “USPH” ticker symbol on NYSE Texas.

A copy of the press release announcing the dual listing is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.

The information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

     
Exhibits
  
Description of Exhibits
   
 
 Registrant's Press Release dated May 28, 2025


 
 

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: May 28, 2025
     
By:
  
/s/ CAREY HENDRICKSON
  
           
Carey Hendrickson
  
           
Chief Financial Officer
  
           
(duly authorized officer and principal financial and accounting officer)
  





CONTACT:
U.S. Physical Therapy, Inc.
Carey Hendrickson, Chief Financial Officer
email: [email protected]
Chris Reading, Chief Executive Officer
(713) 297-7000
Three Part Advisors
Joe Noyons  
(817) 778-8424


Exhibit 99.1



U.S. Physical Therapy Announces Dual Listing on NYSE Texas


Houston, TX, May 28, 2025 – U.S. Physical Therapy, Inc. (the “Company”) (NYSE: USPH), a national operator of outpatient physical therapy clinics and provider of industrial injury prevention services headquartered in Houston, Texas, today announced a dual listing of its common stock on NYSE Texas, the newly launched fully electronic equities exchange based in Dallas, Texas.  U.S. Physical Therapy will maintain its primary listing on the New York Stock Exchange and trade with the same “USPH” ticker symbol on NYSE Texas.
Chris Reading, Chairman and Chief Executive Officer, said, “We are honored to join NYSE Texas as a Founding Member and to champion the dynamic growth, energy and grit that define this great state.  Being based in Texas has been a key advantage for us – helping us attract top talent and playing a significant role in our growth and success across the nation.  Texas’ strong and diverse economy makes it an exceptional place to do business.”
“As the first healthcare company to list on NYSE Texas, we are proud to welcome Chris and the USPH team to our growing community of Founding Members,” said Chris Taylor, Chief Development Officer, NYSE Group.
About U.S. Physical Therapy, Inc.
 
Founded in 1990, U.S. Physical Therapy, Inc. owns and/or manages 776 outpatient physical therapy clinics in 44 states. USPH clinics provide preventative and post-operative care for a variety of orthopedic-related disorders and sports-related injuries, treatment for neurologically-related injuries and rehabilitation of injured workers. USPH also has an industrial injury prevention business which provides onsite services for clients’ employees including injury prevention and rehabilitation, performance optimization, post-offer employment testing, functional capacity evaluations, and ergonomic assessments. 
More information about U.S. Physical Therapy, Inc. is available at www.usph.com. The information included on that website is not incorporated into this press release.