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USPH 8-K filings, explained
Every material Form 8-K U.S. Physical Therapy has filed with the SEC since October 07, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
U.S. Physical Therapy reported third-quarter 2026 net revenue of $223 million, up 13% year over year, but posted a loss of $1.04 per share, compared with earnings of $0.48 per share a year earlier, mainly due to a non-cash contingent earn-out charge and noncontrolling interest effects described by the company. Management reaffirmed 2026 adjusted EBITDA guidance of $102 million to $106 million and declared a quarterly dividend of $0.46 per share.
Q3 2026 net revenue was $223 million, up 13% from Q3 2025; adjusted EBITDA was $28 million versus $24 million.
Q3 2026 loss per share was $1.04 versus earnings of $0.48 per share; adjusted earnings per share was $0.80 versus $0.66.
Full-year 2026 adjusted EBITDA guidance of $102 million to $106 million was reaffirmed.
Quarterly dividend of $0.46 is payable December 11, 2026, to holders of record on November 16, 2026.
U.S. Physical Therapy entered a 45-month forward-starting interest rate swap with Bank of America on September 22, 2026, with an initial notional amount of $170.6 million. The swap fixes the variable interest rate on the term debt under its April 14, 2026 credit agreement, starting June 30, 2027, when its existing swap expires. The filing describes this as a hedge on borrowing costs, with no earnings figures disclosed.
Swap notional amount: $170.6 million, reflecting term loan amortization as of the effective date
Company pays a fixed rate of 4.578% per annum and receives one-month SOFR; swap effective June 30, 2027
Swap terminates April 14, 2031; Bank of America is counterparty and Administrative Agent under the credit agreement
U.S. Physical Therapy's Board approved the appointment of Myra Davis, executive vice president and chief information innovation officer at Texas Children's Hospital, as a director effective October 1, 2026. The filing reports no committee assignment yet and no related-party transactions, and it does not disclose financial results.
Board approved the appointment on September 15, 2026, effective October 1, 2026
Davis, 61, has been at Texas Children's Hospital since 2003 and has held her current role since 2023
Davis will receive an annual cash retainer and annual equity grant under the proxy statement's Director Compensation terms
Chairman and CEO Chris Reading said her technology and innovation background will add perspective to the Board
U.S. Physical Therapy appointed Nchacha Etta as Executive Vice President and Chief Financial Officer, effective September 1, 2026, ending Jason Curtis's role as interim CFO. Etta's employment agreement sets a $625,000 base salary and equity grants of about $550,000 and $200,000, with severance and change-in-control benefits that shareholders may want to note.
Base salary of $625,000 per year, plus discretionary bonuses set by the Board or compensation committee
Initial restricted stock grant of about $550,000 vesting in equal quarterly installments over four years
Change-in-control benefit of $283,333; termination without cause or for good reason triggers two years of base pay plus bonus-related payments
Jason Curtis, SVP Finance and Accounting, stops serving as interim CFO and remains SVP
U.S. Physical Therapy reported second-quarter 2026 net revenue of $214.1 million, up 8.5% from a year earlier, while net income attributable to shareholders fell to $9.9 million, or $0.25 per share, from $12.4 million, or $0.58 per share. Management reaffirmed full-year 2026 adjusted EBITDA guidance of $102.0 million to $106.0 million and declared a $0.46 quarterly dividend. For shareholders, revenue growth was offset by lower profit, and the physical therapy gross profit margin narrowed to 19.5% from 21.2%.
Q2 2026 net revenue of $214.1 million, up 8.5% from Q2 2025
Net income attributable to USPH shareholders of $9.9 million ($0.25 per share) versus $12.4 million ($0.58 per share) a year earlier
Full-year 2026 adjusted EBITDA guidance of $102.0 million to $106.0 million reaffirmed
Quarterly dividend of $0.46 payable September 11, 2026, to holders of record on August 21, 2026
U.S. Physical Therapy reported first-quarter 2026 net revenue of $198.3 million, up 7.9% from a year earlier, but net income attributable to shareholders fell to $5.0 million and the company posted a loss of $0.12 per share, compared with earnings of $0.80 per share in the prior-year quarter. Management reaffirmed full-year 2026 adjusted EBITDA guidance of $102.0 million to $106.0 million and declared a quarterly dividend of $0.46 per share.
Net revenue was $198.3 million, up 7.9% from $183.8 million in Q1 2025.
Net income attributable to USPH shareholders was $5.0 million, versus $9.9 million; the filing cites a $2.0 million loss on the change in fair value of contingent earn-out consideration.
Full-year 2026 adjusted EBITDA guidance of $102.0 million to $106.0 million was reaffirmed.
Quarterly dividend of $0.46 per share is payable June 12, 2026, to shareholders of record on May 22, 2026.
U.S. Physical Therapy entered a Fourth Amended and Restated Credit Agreement dated April 14, 2026, with Bank of America as administrative agent, providing $450 million in loans. The term loan proceeds will refinance debt under the company's prior Third Amended and Restated Credit Agreement, and the new agreement is secured by substantially all of the company's personal property and guaranteed by its domestic subsidiaries.
Facilities total $450 million: a $275 million five-year revolving facility and a $175 million term loan
Agreement matures April 14, 2031; the term loan proceeds will refinance the Third Amended and Restated Credit Agreement
Term SOFR borrowings carry a margin of 1.25% to 2.25%, based on the consolidated leverage ratio
Company may increase the revolver or add term loans by $125 million plus an unlimited amount, subject to a pro forma leverage ratio not above 2.5:1.0
Effective March 9, 2026, the Compensation Committee approved four 2026 incentive plans for senior management, covering CEO Christopher Reading, President and COO East Eric Williams, COO West Graham Reeve, and EVP and General Counsel Rick Binstein. Long-term and bonus awards are tied to 2026 Adjusted EBITDA in part, and awards will be determined in the first quarter of 2027. The filing sets out the award structure but does not state any amounts granted.
Objective plans link awards to 2026 Adjusted EBITDA: threshold $101,608,320, target $105,600,000, and maximum $108,240,000 for the long-term plan.
Target RSUs under the objective long-term plan: CEO 12,752, President 5,613, COO West 5,080, and EVP 4,314, with a maximum of 150% of target.
Bonus potential: up to 100% of base salary for the CEO and 75% for other executives under the objective plan, and up to 50% of base salary under the discretionary plan.
RSUs vest in equal quarterly installments over 16 quarters, beginning May 20, 2027, with final vesting on March 6, 2030.
Chief Financial Officer Carey Hendrickson will leave U.S. Physical Therapy on April 24, 2026 to take another CFO job at a publicly traded company, and the company says the decision was not tied to any disagreement about accounting or financial reporting. Senior Vice President of Finance and Accounting Jason Curtis will serve as interim CFO during a search for a permanent successor. The same filing reports fourth-quarter results in which adjusted EBITDA rose 13.5% while GAAP net income attributable to USPH shareholders fell to $4.2 million from $9.2 million.
Hendrickson's last day is April 24, 2026; Jason Curtis becomes interim CFO while the company searches for a permanent successor.
Q4 2025 Non-GAAP Adjusted EBITDA was $24.8 million, up 13.5% from $21.8 million; USPH net income was $4.2 million versus $9.2 million, mainly due to a $5.2 million net loss from contingent earnout consideration.
Q4 2025 loss per share was $0.44 versus earnings per share of $0.52 a year earlier.
2026 Adjusted EBITDA guidance is $102.0 million to $106.0 million; quarterly dividend raised to $0.46 per share from $0.45, payable April 10, 2026.
U.S. Physical Therapy reported third-quarter 2025 results, with physical therapy revenue up 17.8% to $168.1 million and net income attributable to shareholders rising to $13.1 million, or $0.48 per share, from $6.6 million, or $0.39 per share, a year earlier. Management reaffirmed its full-year 2025 Adjusted EBITDA guidance of $93.0 million to $97.0 million and declared a $0.45 quarterly dividend.
Physical therapy revenue rose 17.8% to $168.1 million; patient visits rose 18.0% to 1,554,207.
Net income attributable to USPH shareholders was $13.1 million ($0.48 per share) vs. $6.6 million ($0.39 per share) a year earlier.
Operating Results, a non-GAAP measure, fell to $10.1 million ($0.66 per share) from $10.4 million ($0.69 per share).
Full-year 2025 Adjusted EBITDA guidance of $93.0 million to $97.0 million was reaffirmed; $0.45 dividend payable December 12, 2025 to holders of record November 17, 2025.
U.S. Physical Therapy reported second quarter 2025 results with revenue of $168.3 million, up 17.3% from a year earlier, and net income attributable to shareholders of $12.4 million, or $0.58 per share, versus $7.5 million, or $0.47 per share, a year ago. The company raised its full-year 2025 Adjusted EBITDA guidance to $93.0 million to $97.0 million and declared a $0.45 quarterly dividend.
Q2 2025 Adjusted EBITDA was $26.9 million, up 21.4% from $22.1 million in Q2 2024.
Full-year 2025 Adjusted EBITDA guidance raised to a range of $93.0 million to $97.0 million.
Quarterly dividend of $0.45 per share payable September 12, 2025, to holders of record on August 22, 2025.
Board approved a share repurchase program of up to $25 million through December 31, 2026.
At its annual meeting on May 20, 2025, U.S. Physical Therapy shareholders elected all eight director nominees and approved the advisory vote on named executive officer compensation. They also ratified Grant Thornton LLP as the independent registered public accounting firm for 2024. The filing reports routine shareholder votes, with no change in results or financial measures.
Eight directors elected, including Dr. Bernard A. Harris, Jr. (12,422,647 for; 1,175,315 withheld) and Nancy J. Ham (13,500,869 for; 97,093 withheld)
U.S. Physical Therapy reported first-quarter 2025 results for the period ended March 31, 2025. Revenue from physical therapy operations rose 16.4% to $156.4 million, and earnings per share attributable to shareholders were $0.80, compared with $0.46 a year earlier, while non-GAAP Operating Results per share fell to $0.48 from $0.51. The board also declared a $0.45 quarterly dividend.
Revenue from physical therapy operations rose $22.0 million, or 16.4%, to $156.4 million.
Net income attributable to USPH shareholders was $9.9 million, or $0.80 per share, versus $8.0 million, or $0.46 per share, a year earlier.
Non-GAAP Operating Results were $7.3 million, or $0.48 per share, versus $7.7 million, or $0.51 per share, in the prior-year quarter.
Quarterly dividend of $0.45 per share is payable June 13, 2025, to shareholders of record on May 23, 2025.
On March 26, 2025, the Compensation Committee of U.S. Physical Therapy's board approved four 2025 incentive plans for senior management, covering long-term equity awards and cash or stock bonuses. Awards depend on 2025 Adjusted EBITDA targets, with grants and bonus decisions set for the first quarter of 2026, so the plans tie executive pay to future earnings performance.
Maximum long-term restricted stock awards: CEO Christopher Reading 12,500 shares; President Eric Williams 7,500 shares; CFO Carey Hendrickson, COO West Graham Reeve and EVP Rick Binstein 5,000 shares each.
Objective bonus up to 100% of base salary for the CEO and up to 75% for other eligible executives; awards to be determined in the first quarter of 2026.
Awards vest evenly over 16 quarters, beginning May 20, 2026, with final vesting on March 6, 2030.
On October 31, 2024, U.S. Physical Therapy completed its acquisition of a 50% interest in MSO Metro, LLC, which manages 50 outpatient physical therapy clinics, mostly in New York. The company also became Metro's managing member and expanded its board from seven to eight directors, adding Metro CEO Michael G. Mayrsohn; the filing gives an effective date of February 24, 2025 for that appointment.
Purchase price was approximately $76.5 million: $75 million in cash on hand and $1.5 million paid through 18,358 newly issued common shares.
Sellers can earn up to another $20.0 million if certain Metro performance criteria are met.
Through its managed therapy providers, Metro currently generates approximately $64.0 million in annual revenue and $12.0 million in annual EBITDA.
Michael G. Mayrsohn, Metro's CEO since 2016, was appointed a director and will serve until the 2025 annual meeting.
U.S. Physical Therapy's subsidiary agreed to acquire a 50% interest in MSO Metro, LLC, which manages 50 outpatient clinics, mostly in New York, and will make the company its managing member. The purchase price is approximately $76.5 million, with $75 million from cash on hand and $1.5 million in company stock, plus an earnout of up to $20.0 million if performance criteria are met. The deal is expected to close on October 31, 2024, subject to customary closing conditions.
Purchase price of approximately $76.5 million: $75 million in cash on hand and $1.5 million in common stock
Earnout of up to an additional $20.0 million if certain Metro performance criteria are achieved
Metro generates approximately $64.0 million in annual revenue and $12.0 million in annual EBITDA, per the press release
Expected closing date of October 31, 2024; the company will become managing member of Metro
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every U.S. Physical Therapy filing is on SEC EDGAR ↗. 8-K briefs of other companies →