USPH 8-K
U S Physical Therapy Inc /Nv (USPH)
8-K
2026-08-14
For: 2026-08-12
View Original
Added on
August 14, 2026
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): August 12, 2026
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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).
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Emerging growth company
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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 1.01 Entry into a Material Definitive Agreement.
Effective
September 1, 2026, in connection with his appointment as Executive Vice President and Chief Financial Officer of U.S. Physical Therapy, Inc. (the “Company”) as described under Item 5.02 below, Nchacha Etta entered into an Employment Agreement
(the “Employment Agreement”) with the Company. Pursuant to the Employment Agreement, Mr. Etta is entitled to receive an annual base salary of $625,000 and additional bonuses based on achievement of certain goals and objectives at the discretion
of the Compensation Committee of the Company’s Board of Directors (the “Board”). Mr. Etta’s salary is subject to increase at the discretion of the Board. In connection with the execution of the Employment Agreement and upon commencement of
employment with the Company, Mr. Etta also shall receive an initial grant of shares of the Company’s common stock having a market value on the date of the grant of approximately $550,000, and vesting in equal quarterly installments over a
four-year period. In addition, for the portion of his employment term during 2026, Mr. Etta will receive a grant of restricted stock and/or restricted stock units having a market value on the date of the grant of approximately $200,000, with such
restrictions and other conditions as determined by the Company, and a prorated discretionary cash bonus, in each case during the first quarter in 2027. Mr. Etta also is entitled to certain severance and other financial benefits in the event of
the termination of his employment under certain circumstances, as well as being entitled to certain change in control benefits. The Employment Agreement also provides for certain non-competition and non-solicitation covenants that extend up to
two years after termination of employment.
The
foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement which is filed with this Current Report on Form 8-K as Exhibit 10.1.
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Effective
September 1, 2026, as noted in Item 1.01 above, Nchacha Etta was appointed Executive Vice President and Chief Financial Officer of the Company. Mr. Etta, age 56, is the former Executive Vice President and Chief Financial Officer of Omnicell,
Inc., a global healthcare and medical technology company, where he oversaw the company’s global finance, information technology, investor relations strategies from 2023 to 2025. His breadth of finance and accounting experience stems from leading
and working in global finance organizations across the healthcare, technology, consumer products and private equity sectors for more than 25 years. Prior to joining Omnicell, Mr. Etta served as Senior Vice President and Chief Financial Officer
for Essilor of America, Inc., a subsidiary of EssilorLuxottica SA, from 2019 to 2022. Before that role, Mr. Etta served as the Worldwide Vice President and Chief Financial Officer of Johnson & Johnson Vision from 2015 to 2019, and for the
previous nine years, he held various senior finance roles at The Coca-Cola Company. Earlier in his career, Mr. Etta worked at Microsoft Corporation, Eli Lilly & Company and The Carlyle Group. Mr. Etta received a Bachelor of Science degree in
Accounting from George Mason University, and an MBA in Finance from Howard University. He has served as a member of the board of directors of KBR, Inc. since 2024 and is a member of its Audit Committee and Sustainability, Technology and
Cybersecurity Committee.
There was no arrangement or understanding between Mr. Etta and any other person
pursuant to which Mr. Etta was appointed Executive Vice President and Chief Financial Officer of the Company. There are no family relationships between Mr. Etta and any director or executive officer of the Company, and Mr. Etta has no direct or
indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
As a
result of this appointment, Jason Curtis, the Company’s Senior Vice President, Finance and Accounting, will no longer serve as Interim Chief Financial Officer, and will continue to serve as the Company’s Senior Vice President for Finance and
Accounting.
Item 8.01 Other Events.
The Company issued a press release on August 14, 2026 announcing the appointment of Mr. Etta, a copy of which is filed herewith as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit
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Description of Exhibits
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Employment Agreement between the Company and Nchacha Etta dated as of August 12, 2026.
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Press release dated August 14, 2026.
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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.
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U.S. PHYSICAL THERAPY, INC.
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Dated: August 14, 2026
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By:
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/s/ JASON CURTIS
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Jason Curtis
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Interim Chief Financial Officer
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(duly authorized officer and principal financial and accounting officer)
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into and effective as of the 12th day of August, 2026, by and
between U. S. Physical Therapy, Inc. a Nevada corporation (“Employer”) and Nchacha Etta (“Employee”). Employer and Employee may be referred to herein collectively as the “Parties” and individually as a “Party.” For the purposes of this
Agreement, “Employer” includes OPR Management Services, Inc., which is one of Employers affiliates and which serves as co-employer for Employer’s employees; for the purposes of Sections 11, 12, and 13 “Employer” shall include all
subsidiaries and affiliates (as defined under the Securities Exchange Act of 1934, as amended and regulations promulgated thereunder).
Section 1. Term. Employee is hereby employed by Employer for a two-year term (the “Term”) commencing as of
September 1, 2026. The Term shall automatically renew as of the end of each expiring Term for an additional two-year period. For purposes hereof, the “Term” shall refer to the current Term and any renewal of such Term.
Section 2. Duties of Employee. Employee is engaged to serve as Executive Vice President and Chief Financial
Officer of Employer and to perform such duties and responsibilities as are customarily performed by persons acting in such capacity or such other duties as may be assigned by Employer from time to time. Employee shall report to the
Employer’s Chief Executive Officer and shall perform his duties in accordance with the policies and objectives established by Employer.
Section 3. Full-Time Employment. Employee shall devote substantially all of his working time and talent to the
business of Employer during the term hereof and shall diligently and to the best of his ability perform all duties incident to his employment hereunder, using his best efforts to promote the interests of Employer. Employee agrees that
he shall not serve as an officer, director, consultant, or employee of any other person or entity, whether or not for compensation, without the prior consent of the Employer’s Board of Directors.
Section 4. Base Compensation. Subject to the terms and conditions of this Agreement, as compensation for
services rendered and Employee’s covenants and agreements under this Agreement, Employer shall pay to Employee a base salary of SIX HUNDRED TWENTY-FIVE THOUSAND AND NO/100THS DOLLARS ($625,000.00) per year (as adjusted from time to
time, the “Base Compensation”), payable in accordance with Employer’s then-prevailing pay practices. From time to time (but at least once a year) Employer and Employee shall review Employee’s performance, and at that time Employer, in
its sole discretion, shall determine whether Employee’s Base Compensation should be increased. At no time during the Term hereof will Employee’s Base Compensation be decreased without the express written consent of Employee.
Section 5. Additional Compensation. Subject to the terms and conditions of this Agreement, in addition to the
Base Compensation, Employer may provide incentive compensation in the form of cash bonuses and other incentive awards, including stock options, restricted shares, and/or restricted stock units. The amount of any cash bonus and the
award of any additional stock options, restricted shares or restricted stock units is completely discretionary and will be determined solely by the Board of Directors of Employer or a compensation committee thereof, taking into
consideration any factor the Board of Directors or compensation committee deems relevant. The Company shall provide an initial grant of restricted stock and/or restricted stock units having a market value on the date of the grant of
approximately $550,000.00, with such restrictions and other conditions as determined by the Company. For the portion of the Term during 2026, the Company also provide a grant of restricted stock and/or restricted stock units having a
market value on the date of the grant of approximately $200,000.00, with such restrictions and other conditions as determined by the Company, and a prorated discretionary cash bonus, in each case during the first quarter in 2027.
Section 6. Business Expenses. Employer shall reimburse Employee for business expenses directly and reasonably
incurred in the performance of his duties.
Section 7. Benefits and Plans. Employee shall be entitled to such fringe benefits, including at least 20 PTO
days annually, sick and personal days, and company holidays per calendar year, as well as insurance (health, disability and life) generally available to the executive officers of Employer, and Employee shall be entitled to participate,
subject to all conditions of eligibility, in any employee benefit plans which may be adopted by Employer, including without limitation, qualified retirement plan(s), deferred compensation plans, and salary continuation, disability
insurance, hospitalization insurance, major medical insurance, medical reimbursement and life insurance benefit plans. Also, Employer shall continue Employee’s monthly salary for a period of up to ninety (90) continuous days during any
period of Employee’s sickness or disability.
Section 8. Termination. This Agreement shall terminate prior to the expiration of the Term hereof upon the
occurrence of any one of the following events (each a “Termination Event”):
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(a)
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Disability. In the event that
Employee is unable fully to perform his duties and responsibilities hereunder to the full extent required by Employer by reason of illness, injury or incapacity for ninety (90) consecutive days, this Agreement may be terminated
by Employee or Employer; provided, however, that Employee shall continue to be compensated as provided in this Agreement during such ninety- (90) day period and until termination under this Section 8, Employee also shall be
paid, in a lump sum, a special benefit equal to two (2) year’s Base Compensation, and all Restricted Stock owned by Employee shall immediately become Vested Shares, as such term is defined in the applicable grant agreement and
plan documents; and, provided further, that Employee will be entitled to receive the benefits, rights and/or payments prescribed under any employee welfare or benefit plan in which Employee was participating at the time of such
disability in accordance with the terms and conditions of such plans. In the event of any dispute under this Section 8, Employee shall submit to a physical examination by a licensed physician selected by Employer and reasonably
acceptable to Employee.
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(b)
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Death. In the event that
Employee dies during the term hereof, Employer shall pay to his executors, legal representatives or administrators an amount equal to one (1) year’s Base Compensation, and thereafter Employer shall have no further liability or
obligation hereunder to Employee’s executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through Employee; provided, however, that all Restricted Stock owned by Employee shall
immediately become Vested Shares, as such term is defined in the applicable grant agreement and plan documents, and Employee’s heirs, legal representatives or administrators will be entitled to receive the benefits, rights
and/or payments prescribed under any employee welfare or benefit plans in which Employee was participating at the time of his death in accordance with the terms and conditions of such plans.
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(c)
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Cause. Nothing in this
Agreement shall be construed to prevent its termination by Employer at any time for “cause”. For purposes of this Agreement, “cause” shall mean (i) the willful and material failure of Employee to perform or observe (other than
by reason of disability as contemplated in paragraph 8(a)) any of the terms or provisions of this Agreement, including the failure of Employee to follow the reasonable written directions of Employer’s President and Chief
Executive Officer or Board of Directors, (ii) dishonesty or misconduct on the part of Employee that is or is reasonably likely to be damaging or detrimental to the business of Employer, (iii) conviction of a crime involving
moral turpitude, (iv) habitual insobriety or failure to perform duties due to abuse of alcohol or drugs, or (v) misappropriation of funds. Prior to terminating this Agreement on account of Employee’s failure to perform or
observe any of the terms and conditions of this Agreement (but not for any of the other enumerated “causes” stated in (ii) through (v) above), Employer shall give Employee thirty (30) days written notice and an opportunity to
cure such failure to the satisfaction of Employer. Upon termination for cause, Employer shall pay to Employee all sums due to Employee through the date of such termination. Following such a termination, Employer shall have no
further duty or obligation to Employee; provided, however, that Employee shall continue to be bound by Sections 11 through 13.
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(d)
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Voluntary Resignation by Employee not for
good reason. Upon a voluntary resignation by Employee not “for good reason” as defined in Section 9 F. herein, Employer shall pay to Employee all sums due to Employee through the date of such termination.
Following such a termination, Employer shall have no further duty or obligation to Employee; provided, however, that Employee shall continue to be bound by Sections 11 through 13.
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Section 9. Special Benefits.
A. Special Benefit in the Event of a Termination Event and Change in Control.
Employee shall be entitled to a Change of Control benefit of $283,333 in the event that a “Change in Control” occurs within six months
after, or within twelve months prior to a Termination Event (as defined herein). For purposes hereof, a “Change in Control” is defined as:
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(a)
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The transfer or sale by Employer of all or substantially all of the assets of Employer whether or not this
Agreement is assigned or transferred as a part of such sale;
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(b)
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The transfer or sale of more than fifty percent (50%) of the outstanding shares of Common Stock of
Employer;
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(c)
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A merger or consolidation involving Employer in a transaction in which the shareholders of Employer
immediately prior to the merger or consolidation own less than fifty percent (50%) of the company surviving the merger or consolidation; or
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(d)
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A merger or consolidation involving Employer in a transaction in which the board members of Employer after
the merger or consolidation constitute less than fifty percent (50%) of the board of the company surviving the merger or consolidation; or
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(e)
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The voluntary or involuntary dissolution of Employer.
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B. Special Benefit in the Event of Termination Without Cause or Resignation for Good Cause.
In the event of the termination of employment of Employee by Employer without “cause” as cause is defined in Section 8(c) hereof, or the
resignation of employment by Employee “for good reason” as defined in Section 9 F. hereof (in either case, a “Termination Event”), Employee shall be entitled to the following special benefits:
(i) Two (2) year’s Base Compensation; and
(ii) The greater of (i) the bonus paid or payable to Employee with respect to last fiscal year of Employer completed
prior to the occurrence of the Termination Event or (ii) the average of the bonuses paid to Employee over the three (3) fiscal years of Employer ending with last fiscal year of Employer completed prior to the occurrence of the Termination
Event; and
(iii) (a) For any fiscal year completed prior to the Termination Event for which a cash bonus and restricted share
grants awardable under the applicable incentive plan for such fiscal year has not been both determined and paid/granted, as applicable, Employee shall receive (1) 100% of the subjective cash and 100% of the subjective restricted share
awards for which Employee was eligible under such plan, and (2) cash and restricted shares awards under the objective portion of such plans based on the actual objective performance of Employer for such plan year; and
(b) For any Termination Event which occurs during the final six (6) months of the applicable fiscal year,
Employee shall receive (1) a pro rata portion of the subjective cash and the subjective restricted share awards for which Employee was eligible under the applicable incentive plan for such fiscal year, based on the portion of the fiscal
year that has transpired as of the Termination Event, and (2) a pro rata portion of the objective cash and of the objective restricted share awards for which Employee was eligible under such plan, based on the portion of the fiscal year
that has transpired as of the Termination Event and the actual objective performance of Employer for the full plan year, once determined.
(iv) Employee’s accrued but unused vacation days; and
(v) All Restricted Stock owned by Employee shall immediately become Vested Shares, as such term is defined in the
applicable grant agreement and plan documents.
The aggregate dollar amount of the special benefits described in subsections (i), (ii) and (iii) above shall be
aggregated and paid ratably on a bi-weekly basis over the 24 month period following the Termination Event; the restricted stock to be granted pursuant to subsection (iii) above shall be granted once determined and shall be Vested Shares
(as defined in the incentive plan for the applicable fiscal year). If a Change in Control has occurred within six months after, or within twelve months prior to a Termination Event, Employee shall also be entitled to the special benefits
under this Section 9.B (in addition to the benefits otherwise provided in Section 9.A.).
C. Employee’s accrued but unused vacation days shall be paid to Employee within thirty (30) days of the actual date of the termination of Employee’s employment.
D. In the event Employee’s employment is terminated (whether by Employer or Employee) as a result of a Termination Event, Employee shall be entitled to such medical insurance benefits as he enjoyed
prior to his termination for the twenty-four months following such termination of employment and at the same cost to Employee of such benefits as in effect prior to such termination.
E. Should any special benefits provided in this Section 10 become payable, the covenants contained in Sections 11 through 13 hereof shall continue to apply, and should Employee violate the terms of such
covenants, in addition to any legal or equitable remedies, Employer may cease payment of the benefits and terminate any and all future payments otherwise called for under this Section 9.
F. For purposes of this Agreement, “for good reason” means the occurrence of any one or more of the following: (i) removal or other termination of Employee as the Chief Financial Officer of Employer,
without Employee’s express written consent; (ii) a reduction of Employee’s duties, authority or responsibilities or the assignment to Employee of such reduced duties, authority or responsibilities, in either case without Employee’s
express written consent, (iii) a reduction by Employer in Employee’s Base Compensation without Employee’s express written consent; (iv) the relocation of Employee’s primary office location more than 30 miles from Employer’s then present
headquarters location without Employee’s express written consent, or (v) within six months prior to, or within twelve months following, a Change in Control, a material change in the annual financial opportunity in the form of additional
compensation awarded pursuant to Section 5 herein (as compared to the opportunity awarded during the prior two years)..
Section 10. Non-Competition. At all times that Employee remains employed by the Employer and for a two- (2) year
period following the termination of his employment under this Agreement for any reason, Employee shall not, directly or indirectly, for himself or on behalf of any other person or entity as an employee, employer, consultant, agent,
lender, principal, partner, stockholder, corporate officer, director, or in any other individual or representative capacity, (i) invest, engage in, or permit his name to be used in connection with any business that is in competition
with Employer, (ii) accept employment with or render services to a competitor of Employer, as a director, officer, agent partner, employee or consultant, or (iii) solicit or accept from any of the customers of Employer or from any
person or entity whose business Employer is soliciting, any business of the type which Employer is engaged in or in which Employer is actively preparing to so engage, in each case described in clauses (i), (ii) or (iii), within the
Territory. Employee shall be prohibited from engaging in the activities described above within, or with respect to any business in competition with the Employer located within, fifty (50) miles of any of Employer’s rehabilitation
clinic locations (the “Territory”).
Notwithstanding the foregoing, Employee may own the voting common stock of any publicly held corporation so long as
it does not exceed more than five percent (5%) of the outstanding stock thereof.
Section 11. Non-Solicitation. For a two (2) year period following the termination of the employment of the
Employee under this Agreement for any reason, Employee agrees not to, directly or indirectly, for himself or on behalf of any other person or entity (a) solicit or induce, or attempt to solicit or induce, any person employed by, or any
agent of, Employer, to terminate employee’s or agent’s relationship with Employer, nor (b) call on, solicit or divert, or attempt to call on, solicit or divert any person, firm, corporation or other entity who was or had been a customer
or a patient referral source (including, without limitation, any physician) of Employer who referred ten or more customers or patients to Employer, who is a customer or a patient referral source of Employer who has referred ten or more
customers or patients to Employer, or who is a prospective customer or a patient referral source of Employer with whom Employee had contact as an employee of Employer and who, within six months of such solicitation, Employer was or is
actively recruiting as a customer or patient referral source.
Section 12. Confidential Information. Employee will not, during or after the termination of this Agreement,
disclose any trade secrets, financial and accounting information, customer lists, customer mailing lists, prospective customer lists, lists of referral sources or prospective referral sources, or pricing, marketing or advertising plans
or methods used by Employer (the “Confidential Information”) to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, nor shall Employee make use of the Confidential Information for his own
purposes or for the benefit of any person, firm, corporation or other entity (except Employer) under any circumstances during or after the termination of this Agreement. On demand of Employer, at any time, Employee shall immediately
deliver all printed or written Confidential Information to Employer. To the extent that Employee’s property does not contain Confidential Information, Employee may remove all of Employee’s property (such as computer software and tapes)
upon termination of this Agreement. Confidential Information does not include information that (i) currently is generally available to or known by the public or hereafter becomes generally available to or known by the public through no
fault of Employee, (ii) was already in the possession of Employee on the date of inception of Employee’s employment by Employer, or (iii) is obtained by Employee from a third party who is under no obligation of confidence to Employer.
Section 13. Reasonableness of Restrictions. Employee agrees that (a) the covenants contained in Sections 11, 12
and 13 hereof are necessary for the protection of Employer’s business goodwill and trade secrets, (b) a portion of the compensation paid to Employee under this Agreement is paid in consideration of the covenants herein contained, the
sufficiency of which consideration is hereby acknowledged, and if the scope of any restriction contained in Sections 11, 12 and 13 is too broad to permit enforcement of such restriction to its full extent, then such restriction shall be
enforced to the maximum permitted by law, and the parties hereby consent that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.
Section 14. Enforcement. Employee acknowledges Employee’s employment with Employer is special and unique in
character and that Employee will acquire special skill and training and gain special knowledge during Employee’s employment with Employer, that the restrictions contained in Sections 11, 12 and 13 hereof are reasonable and necessary to
protect the legitimate interests of Employer and its affiliates, that Employer would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of those Sections will result in
irreparable injury to Employer. Employee also acknowledges that Employer shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages as well as an equitable accounting of all
earnings, profits and other benefits arising from any such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Employer may be entitled. The existence of any claim or cause of action of
Employee against Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Employer of these covenants, except for Employer’s breach of this Agreement relating to its payment
obligations to Employee after the termination of Employee’s employment under the terms of this Agreement.
Section 15. Copy of Covenants. Until the expiration of the applicable restrictions, Employee will provide, and
Employer similarly may provide, a copy of the covenants contained in Sections 11, 12 and 13 of this Agreement to any business or enterprise which Employee may (i) directly or indirectly own, manage, operate, finance, join, control or
participate in the ownership, management operation, financing, or control of, (ii) serve as an officer, director, employee, partner, principal, agent, representative, consultant, lender or otherwise, or (iii) with which he may use or
permit his name to be used.
Section 16. Special Definition of Employer. For the purposes of Sections 11 through 15 above, the definition of
Employer shall include any subsidiary or affiliate of Employer, including all affiliated physical therapy partnerships of Employer.
Section 17. Notices. Any notices to be given hereunder by either Party to the other may be effected in writing
either by personal delivery, via facsimile or by mail, registered or certified, postage prepaid with return receipt requested:
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If to Employer:
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U.S. Physical Therapy, Inc.
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1300 West Sam Houston Parkway South
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Suite 300
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Houston, Texas 77042
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Attention: Chief Executive Officer
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If to Employee:
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Nchacha Etta
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1429 Danbury Parks Drive
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Keller, Texas 76248
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Mailed notices shall be addressed to the Parties at the addresses set forth above, but each Party may change the address by written
notice in accordance with this Section 17. Notices delivered personally or by facsimile shall be deemed communicated upon actual receipt. Mailed notices shall be deemed communicated three (3) days after mailing.
Section 18. Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing,
between the parties hereto with respect to the employment of Employee by Employer, and contains all of the covenants and agreements between the parties with respect to such employment in any manner whatsoever.
Section 19. Headings. The headings or titles to sections in this Agreement are intended solely for convenience
and no provision of this Agreement is to be construed by reference to the heading or title of any section.
Section 20. Amendment or Modification; Waiver. No provision of this Agreement may be amended, modified or waived
unless such amendment, modification or waiver is authorized by Employer and is agreed to in writing, signed by Employee and by an officer of Employer (other than Employee) thereunto duly authorized. Except as otherwise specifically
provided in this Agreement, no waiver by any Party hereto of any breach by any other Party hereto of any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver of a similar or dissimilar
provision or condition at the same or at any prior or subsequent time nor shall the receipt or acceptance of Employee’s employment be deemed a waiver of any condition or provision hereof.
Section 21. Assignability. Employee shall not assign, pledge or encumber any interest in this Agreement or any
part thereof without the express written consent of Employer, this Agreement being personal to Employee. This Agreement shall, however, inure to the benefit of Employee’s estate, dependents, beneficiaries and legal representatives.
This Agreement shall not be assignable by Employer without the written consent of Employee which will not be unreasonably withheld. Subject to the terms of this Agreement, Employer may merge or consolidate with or into, or transfer
substantially all of its assets to, another corporation or other form of business organization without Employee’s consent, and as a result of such merger, consolidation or transfer, this Agreement shall bind the successor of Employer
resulting from such merger, consolidation or transfer. No such merger, consolidation or transfer, however, shall relieve the Parties from liability and responsibility for the performance of their respective duties and obligations
hereunder.
Section 22. Governing Law. This Agreement shall be interpreted, construed and governed by and in accordance with
the internal substantive law of the State of Texas.
Section 23. Severability. Each provision of this Agreement constitutes a separate and distinct undertaking,
covenant and/or provision hereof. In the event that any provision of this Agreement shall finally be determined to be unlawful, such provision shall be deemed severed from this Agreement, but every other provision of this Agreement
shall remain in full force and effect, and in substitution for any such provision held unlawful, there shall be substituted a provision of similar import reflecting the original intent of the Parties hereto to the extent permissible
under law.
IN WITNESS WHEREOF, this Agreement has been duly executed as of the day first written above.
EMPLOYER:
U.S. PHYSICAL THERAPY, INC.
By: /s/ Chris Reading
Chris Reading
Chairman and Chief Executive Officer
EMPLOYEE:
/s/ Nchacha Etta
Nchacha Etta
CONTACT:
U.S. Physical Therapy, Inc.
Jason Curtis, Interim 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 CFO
Houston, TX, August 14, 2026 – U.S. Physical Therapy, Inc. (“USPH” or the “Company”) (NYSE, NYSE Texas: USPH), a national operator of outpatient physical therapy clinics and provider of industrial injury prevention services (“IIP”),
today announced that Nchacha Etta will serve as the Company’s Executive Vice President and Chief Financial Officer, effective as of September 1, 2026. Jason Curtis, the Company’s Senior Vice President, Finance and Accounting, served as Interim CFO
since April 24, 2026.
Mr. Etta brings significant experience, most recently serving as Executive Vice President and Chief Financial Officer of Omnicell, Inc.
(OMCL), a global healthcare and medical technology company, where he oversaw the company’s global finance, information technology, investor relations strategies, from 2023 to 2025, and Senior Vice President and Chief Financial Officer for Essilor of
America, Inc., a subsidiary of EssilorLuxottica SA, from 2019 through 2022. Before those roles, Mr. Etta served as the Worldwide Vice President and Chief Financial Officer of Johnson & Johnson Vision from 2015 to 2019, and for the previous nine
years, he held various senior finance roles at The Coca-Cola Company. Earlier in his career, Mr. Etta worked at Microsoft Corporation, Eli Lilly & Company and The Carlyle Group. Mr. Etta received a Bachelor of Science degree in Accounting from
George Mason University, and an MBA in Finance from Howard University. He has served as member of the board of directors of KBR, Inc. since 2024 and is a member of its Audit Committee and Sustainability, Technology and Cybersecurity Committee.
“We are excited to welcome Nchacha to our USPH family as our Executive Vice President and Chief Financial Officer following a very
comprehensive search,” said Chris Reading, the Company’s Chief Executive Officer. “Nchacha has a long and proven track record as a public company CFO and senior finance executive for major corporations. In addition to his experience, which is
significant, he will be a great cultural fit for us and embodies the servant leadership that we look for in our senior executives. Nchacha has established himself as a person of great character and integrity and our team is looking forward to
helping him to settle into his new role with us beginning in September.”
Mr. Reading continued, “We also are grateful for the continued support from Jason Curtis, our SVP for Finance and Accounting, who stepped up
to serve as our Interim CFO during this search process, and will continue to help lead our finance organization in his role as SVP.”
ABOUT U.S. PHYSICAL THERAPY, INC.
Founded in 1990, U.S. Physical Therapy, Inc. owns and/or manages 796 outpatient physical therapy locations in 45 states. USPH locations
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.