ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL RESULTS.

On May 5, 2022, U.S. Physical Therapy, Inc. ("USPH" or the "Company") (NYSE: USPH), a national operator of outpatient physical therapy clinics and provider of industrial injury prevention services, reported results for the first quarter March 31, 2022.

The press release includes a discussion of Operating Results and Adjusted EBITDA non-GAAP (generally accepted accounting principles) financial measures. See pages 10 and 11 of the press release, attached as Exhibit 99.1, for a definition of Operating Results and Adjusted EBITDA and for a reconciliation of those measures to the most directly comparable financial measure calculated and presented in accordance with GAAP.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

A copy of the press release is attached hereto as Exhibit 99.1

ITEM 8.01 OTHER EVENTS

See Item 2.02 above. The Board of Directors declared a quarterly dividend of $0.41 per share payable on June 14, 2022, to shareholders of record on May 16, 2022.

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ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS


Exhibits   Description of Exhibits

  99.1      Registrant's Press Release dated May 5, 2022*

* Filed herewith.


                                   SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




                                             U.S. PHYSICAL THERAPY, INC.

Dated: May 5, 2022                           By:   /s/ CAREY HENDRICKSON
                                                   Carey Hendrickson
                                                   Chief Financial Officer
                                                   (duly authorized officer and
                                                   principal financial and
                                                   accounting officer)

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