Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 25, 2020, the Board of Directors of the U.S. Physical Therapy, Inc. ("Company") adopted a resolution appointing Mr. Edward L. Kuntz as Chairman of the Board effective on the date of his reelection to the Board of Directors at the next Annual Meeting of Shareholders scheduled on May 19, 2020 ("Annual Meeting"). Mr. Kuntz has served as a director of the Company since August 26, 2014. Mr. Jerald L. Pullins, the current Chairman of the Board of the Company, will not stand for reelection. In accordance with the Company's Corporate Governance Guidelines, incumbent directors who have achieved the age of 78 as of the date of the Annual Meeting shall not be eligible for nomination, appointment or election to the Board.

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