USPH: Material agreement · Leadership change · Other company developments

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 emp