美国理疗保健 2025年度报告

(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROMTO COMMISSION FILE NUMBER 1-11151 U.S. PHYSICAL THERAPY, INC.(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEVADA76-0364866(STATE OR OTHER JURISDICTION OF INCORPORATIONOR ORGANIZATION)(I.R.S. EMPLOYER IDENTIFICATION NO.) 1300 WEST SAM HOUSTON PARKWAY SOUTH,SUITE 300,HOUSTON, TEXAS77042(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE) REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 297-7000SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT: Title of Each ClassTrading SymbolName of Each Exchange on Which RegisteredCommon Stock, $.01 par valueUSPHNew York Stock ExchangeCommon Stock, $.01 par valueUSPHNYSE Texas, Inc. SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT: NONE Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☑ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☑ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Actduring the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes☑No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files). Yes☑No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☐Emerging growth company☐ ☑☐(Do not check if a smaller reportingcompany) Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements. Yes☐No☑ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Yes☐No☑ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☑ The aggregate market value of the shares of the registrant’s common stock held by non-affiliates of the registrant at June 30, 2025, was$736.6 million based on the closing sale price reported on the NYSE for the registrant’s common stock on June 30, 2025, the lastbusiness day of the registrant’s most recently completed second fiscal quarter. For the purposes of this computation, all executiveofficers, directors and 5% or greater beneficial owners of the registrant were deemed to be affiliates. Such determination should not bedeemed an admission that such executive officers, directors and beneficial owners are, in fact, affiliates of the registrant. As of February 23, 2026, the number of shares outstanding of the registrant’s common stock, par value $.01 per share, was 15,122,562. DOCUMENTS INCORPORATED BY REFERENCE DOCUMENT PART OF FORM 10-K Table of ContentsPagePART IItem 1.Business5Item 1A.Risk Factors17Item 1B.Unresolved Staff Comments27Item 1C.Cybersecurity28Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures30PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities31Item 6.Reserved33Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations33Item 7A.Quantitative and Qualitative Disclosures About Market Risk53Item 8.Financi