---

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 27, 2024

(Exact name of registrant as specified in its charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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).

Compensatory Arrangements of Executive Officers

On May 27, 2024, U.S. Physical Therapy, Inc. (the “Company”) and each of its executive officers entered into an amendment to their respective employment agreements to amend and restate the terms of the severance and other benefits due to the executive in the event of a Termination Event, as defined in the employment agreements.  Specifically, the employment agreements were amended to provide that, upon the occurrence of any such Termination Event, each executive is entitled to additional benefits of a pro rata portion of the awards under the then applicable subjective and objective incentive plans.  The amendments were made to the employment agreements for Christopher Reading (Chairman and Chief Executive Officer), Eric Williams (President and Co-Chief Operating Officer), Graham Reeve (Co-Chief Operating Officer), Carey Hendrickson (Chief Financial Officer), and Rick Binstein (Executive Vice President, General Counsel and Secretary).      

The foregoing descriptions are qualified in entirety by reference to the full text of each of the amended employment agreements, which are filed as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

99.2*

First Amendment to Employment Agreement, entered into as of May 27, 2024, by and between the Company and Eric Williams.

99.3*

First Amendment to Amended and Restated Employment Agreement, entered into as of May 27, 2024, by and between the Company and Graham Reeve.

99.4*

First Amendment to Employment Agreement, entered into as of May 27, 2024, by and between the Company and Carey Hendrickson.

99.5*

First Amendment to Amended and Restated Employment Agreement, entered into as of May 27, 2024, by and between the Company and Richard Binstein.

* 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.

Exhibit 99.1

THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment”) is made and entered into as of the 27th day of May, 2024 (“Effective Date”), by and between U.S. Physical Therapy, Inc. (the “Company”) and Chris Reading (“Employee”).

WHEREAS, the Company and Employee have entered into that certain Third Amended and Restated Employment Agreement, dated as of May 21, 2019 (the “Agreement”); and

WHEREAS, the Company and Employee wish to amend certain terms of the Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, agreements, terms and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

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)

(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.

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.).

IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.

COMPANY:

U.S. PHYSICAL THERAPY, INC.

By: /s/ Richard Binstein

            Richard Binstein, Executive Vice President

EMPLOYEE:

       /s/ Christopher J. Reading

            Christopher J.  Reading

Exhibit 99.2

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is made and entered into as of the 27th day of May, 2024 (“Effective Date”), by and between U.S. Physical Therapy, Inc. (the “Company”) and Eric Williams (“Employee”).

WHEREAS, the Company and Employee have entered into that certain Employment Agreement, dated as of December 3, 2020 (the “Agreement”); and

WHEREAS, the Company and Employee wish to amend certain terms of the Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, agreements, terms and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

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.).

IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.

	COMPANY:
	U.S. PHYSICAL THERAPY, INC.
	By:	/s/ Christoher J. Reading
		Christopher J. Reading, CEO
	EMPLOYEE:
		/s/ Eric Williams
		Eric Williams

                                                                                                                                          Exhibit 99.3

FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment”) is made and entered into as of the 27th day of May, 2024 (“Effective Date”), by and between U.S. Physical Therapy, Inc. (the “Company”) and Graham Reeve (“Employee”).

WHEREAS, the Company and Employee have entered into that certain Amended and Restated Employment Agreement, dated as of May 21, 2019 (the “Agreement”); and

WHEREAS, the Company and Employee wish to amend certain terms of the Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, agreements, terms and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

A.	Special Benefits 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 D. hereof (in either case, a “Termination Event”), Employee shall be entitled to the following special benefits:

(i)	Two (2) years’ 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 (6) months after, or within twelve (12) months prior to a Termination Event, Employee also shall be entitled to a Change of Control benefit of $283,333.00.  For purposes hereof, a “Change in Control” is defined as:

(i)	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;

(ii)	The transfer or sale of more than fifty percent (50%) of the outstanding shares of Common Stock of Employer;

(iii)

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

(iv)	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

(v)	The voluntary or involuntary dissolution of Employer.

IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.

COMPANY:

U.S. PHYSICAL THERAPY, INC.

By: /s/ Christopher J. Reading

           Christopher J.  Reading, Chief Executive Officer

EMPLOYEE:

                                                                                                  Graham Reeve

                                                                                                                         Exhibit 99.4

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is made and entered into as of the 27th day of May, 2024 (“Effective Date”), by and between U.S. Physical Therapy, Inc. (the “Company”) and Carey Hendrickson (“Employee”).

WHEREAS, the Company and Employee have entered into that certain Employment Agreement, dated as of November 9, 2020 (the “Agreement”); and

WHEREAS, the Company and Employee wish to amend certain terms of the Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, agreements, terms and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

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.).

IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.

COMPANY:

U.S. PHYSICAL THERAPY, INC.

By: /s/ Christopher J. Reading

            Christopher J. Reading, CEO

EMPLOYEE:

       /s/ Carey Hendrickson

                                                    Exhibit 99.5

FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment”) is made and entered into as of the 27th day of May, 2024 (“Effective Date”), by and between U.S. Physical Therapy, Inc. (the “Company”) and Richard Binstein (“Employee”).

WHEREAS, the Company and Employee have entered into that certain Amended and Restated Employment Agreement, dated as of March 23, 2022 (the “Agreement”); and

WHEREAS, the Company and Employee wish to amend certain terms of the Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, agreements, terms and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

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)

(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.).

IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.

COMPANY:

U.S. PHYSICAL THERAPY, INC.

By:   /s/ Christopher J. Reading

              Christopher J. Reading, CEO

EMPLOYEE:

          /s/ Richard Binstein

              Richard Binstein