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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 22, 2025
| AMN HEALTHCARE SERVICES, INC. | ||
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 001-16753 | 06-1500476 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
2999 Olympus Boulevard, Suite 500 Dallas, Texas 75019 |
||
| (Address of principal executive offices) (Zip Code) | ||
| (866) 871-8519 | ||
| (Registrant’s Telephone Number, Including Area Code) | ||
| Not Applicable | ||
| (Former Name or Former Address, if Changed Since Last Report) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered |
||
| Common Stock, par value $0.01 per share | AMN | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 8.01. Other Events.
On September 22, 2025, the Company announced the unregistered offering by AMN Healthcare, Inc. (the “Issuer”) of $400 million aggregate principal amount of senior unsecured notes due 2031 (the “2031 Notes”). On September 22, 2025, the Company announced the pricing of $400 million aggregate principal amount of the 2031 Notes.
Copies of the press releases announcing the offering and pricing of the 2031 Notes are filed as Exhibit 99.1 and Exhibit 99.2 hereto, respectively, each of which is incorporated by reference herein.
In addition, on September 22, 2025, the Issuer delivered a Conditional Notice of Redemption to holders of its outstanding senior unsecured notes due 2027 (the “2027 Notes”), which provides for the redemption by the Issuer of all of the $500 million aggregate principal amount of 2027 Notes outstanding on October 22, 2025, subject to the successful completion of offering of the 2031 Notes.
This Current Report does not constitute an offer to sell or the solicitation of an offer to buy any security, nor shall it constitute an offer, solicitation or sale of any security, in any jurisdiction in which such offering, solicitation or sale would be unlawful.
Item 9.01. Financial Statements and Exhibits.
Exhibits.
| EXHIBIT NO. | DESCRIPTION | |
| 99.1 | Press Release, dated September 22, 2025 | |
| 99.2 | Press Release, dated September 22, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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.
| AMN Healthcare Services, Inc. | |||
Date: September 22, 2025 |
By: | /s/ Brian Scott | |
| Name: | Brian Scott |
||
| Title: | Chief Financial Officer | ||
EXHIBIT 99.1
AMN Healthcare Launches $400.0 Million Offering of Senior Notes
DALLAS, Sept. 22, 2025 -- AMN Healthcare Services, Inc. (NYSE: AMN), announced today that its wholly owned subsidiary, AMN Healthcare, Inc., intends to make a private offering of $400.0 million aggregate principal amount of senior unsecured notes due 2031, subject to market and other conditions. The 2031 Notes will be guaranteed by the Company’s affiliates that guarantee the Company’s credit facilities.
The Company intends to use the proceeds from the private offering, together with cash on hand and borrowings under the Company’s secured revolving credit facility, (i) to redeem all of the $500.0 million aggregate principal amount of its 4.625% senior unsecured notes due 2027 outstanding and (ii) to pay fees and expenses related to the offering.
The Company expects to deliver a Conditional Notice of Redemption to holders of its outstanding 2027 Notes, which will provide for the redemption by the Company of all of the $500.0 million aggregate principal amount of 2027 Notes outstanding, subject to the successful completion of offering of the 2031 Notes.
The 2031 Notes will be offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended, and to non-U.S. persons outside of the United States in compliance with Regulation S under the Securities Act. The 2031 Notes will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the 2031 Notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
About AMN Healthcare
AMN Healthcare is the leader and innovator in total talent solutions for healthcare, bringing together the people, processes and technology to deliver better care. Through a steadfast partnership approach, we solve the most pressing workforce challenges to enable better clinical outcomes and access to care. In 2024, our healthcare professionals reached nearly 15 million patients at more than 2,100 healthcare systems, including 87 percent of the top healthcare systems nationwide. We provide a comprehensive network of quality healthcare professionals and deliver a fully integrated and customizable suite of workforce technologies.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results could differ materially from those discussed in, or implied by, these forward-looking statements. Forward-looking statements are identified by words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “should,” “would,” “project,” “may,” “estimates,” variations of such words and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Factors that could cause actual results to differ from those implied by the forward-looking statements contained in this press release are set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and its other periodic reports as well as the Company’s current and other reports filed from time to time with the Securities and Exchange Commission. Be advised that developments subsequent to this press release are likely to cause these statements to become outdated.
Contact:
Randle Reece
Vice President, Investor Relations & Strategy
866-861-3229
EXHIBIT 99.2
AMN Healthcare Announces Pricing of Senior Notes Offering
DALLAS – September 22, 2025 -- AMN Healthcare Services, Inc. (NYSE: AMN), announced today that its wholly owned subsidiary, AMN Healthcare, Inc., priced its previously announced private offering of $400.0 million aggregate principal amount of senior unsecured notes due 2031. The 2031 Notes will bear an interest rate of 6.500% per annum and will be issued at 100.0% of their face value. The 2031 Notes will be guaranteed by the Company’s affiliates that guarantee the Company’s credit facilities.
The Company intends to use the proceeds from the private offering, together with cash on hand and borrowings under a new revolving facility that the Company intends to enter into substantially concurrently with the completion of this notes offering, (i) to redeem all of the $500.0 million aggregate principal amount of its 4.625% senior unsecured notes due 2027 outstanding and (ii) to pay fees and expenses related to the offering.
In addition, the Company delivered a Conditional Notice of Redemption to holders of its outstanding 2027 Notes, which provides for the redemption by the Company of all of the $500.0 million aggregate principal amount of 2027 Notes outstanding on October 22, 2025, subject to the successful completion of offering of the 2031 Notes.
The offering is expected to close October 6, 2025, subject to satisfaction of customary closing conditions.
The 2031 Notes will be offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended, and to non-U.S. persons outside of the United States in compliance with Regulation S under the Securities Act. The 2031 Notes will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the 2031 Notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
About AMN Healthcare
AMN Healthcare is the leader and innovator in total talent solutions for healthcare, bringing together the people, processes and technology to deliver better care. Through a steadfast partnership approach, we solve the most pressing workforce challenges to enable better clinical outcomes and access to care. In 2024, our healthcare professionals reached nearly 15 million patients at more than 2,100 healthcare systems, including 87 percent of the top healthcare systems nationwide. We provide a comprehensive network of quality healthcare professionals and deliver a fully integrated and customizable suite of workforce technologies.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results could differ materially from those discussed in, or implied by, these forward-looking statements. Forward-looking statements are identified by words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “should,” “would,” “project,” “may,” “estimates,” variations of such words and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Factors that could cause actual results to differ from those implied by the forward-looking statements contained in this press release are set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and its other periodic reports as well as the Company’s current and other reports filed from time to time with the Securities and Exchange Commission. Be advised that developments subsequent to this press release are likely to cause these statements to become outdated.
Contact:
Randle Reece
Vice President, Investor Relations & Strategy
866-861-3229