Form 8-K U S PHYSICAL THERAPY For: Aug 12

UNITED STATES

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.

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.