USPh - U.S. Physical Therapy Inc.
09/28/2026 | Press release | Distributed by Public on 09/28/2026 15:09
Material Agreement, Financial Obligation (Form 8-K)
ITEM 1.01 Entry into a Material Definitive Agreement.
On September 22, 2026, U.S. Physical Therapy, Inc.(the "Company") entered into a 45-month forward-starting interest rate swap agreement (the "Swap") with Bank of America, National Association ("Bank of America") with an initial notional amount of $170.6 million. The Company entered into the Swap to fix, effective June 30, 2027 (which is the expiration date of the Company's existing interest rate swap agreement), the variable component of the interest rate on the term debt under the Fourth Amended and Restated Credit Agreement dated as of April 14, 2026 (the "Credit Agreement"). The notional amount of $170.6 million reflects term loan amortization under the Credit Agreement as of the effective date of the Swap. The Swap amortizes in line with the term loan payment schedule of the Credit Agreement until the Swap terminates on April 14, 2031. The Swap is a supplement to, and is subject to, the ISDA Master Agreement dated as of April 26, 2022, as amended and supplemented from time to time, between the Company and Bank of America (the "Master Agreement").
Under the Swap, the Company is required to make monthly payments at a fixed rate of 4.578% per annum in exchange for receiving variable payments based on the one-month SOFR interest rate for the same notional amount. Bank of America, the counterparty to the Swap, serves as Administrative Agent and lender under the Credit Agreement.
The foregoing descriptions of the Master Agreement and the Swap are not complete and are qualified in their entirety by reference to the full texts of the forms of Master Agreement and the Swap filed as Exhibits 10.1 and 10.2 hereto, respectively.
ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above under Item 1.01 is incorporated by reference into this Item 2.03.
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