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

U.S. Physical Therapy Inc. (the "Company") reported today that as planned, Larry McAfee, it's Executive Vice President and Chief Financial officer will retire in October of this year. He turns 65 later this month. Mr. McAfee has served the Company for more than 16 years having joined U.S. Physical Therapy in 2003. The Company has initiated a formal search for a new Chief Financial Officer with a transition expected to take place beginning this summer into the fall.

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