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Close of Nov 06, 2026 · end-of-day data
USPH 8-K filings in 2026
Every material Form 8-K U.S. Physical Therapy filed with the SEC in 2026, 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.
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 →