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AMN 8-K filings, explained
Every material Form 8-K Amn Healthcare Services has filed with the SEC since July 09, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
AMN Healthcare reported third-quarter 2026 revenue of $717.3 million, up 13% from a year earlier, with GAAP diluted EPS of $0.83 versus $0.76 and adjusted diluted EPS of $1.16 versus $0.39. The company guided fourth-quarter revenue to $655 million to $670 million, 10-12% below the prior year, with operating margin of (0.1%) to 0.5%, so shareholders face a sharp expected slowdown after a quarter boosted by labor disruption revenue.
Q3 2026 revenue $717.3 million, up 13% year over year; GAAP net income $33.4 million
GAAP diluted EPS $0.83 vs $0.76 a year ago; adjusted diluted EPS $1.16 vs $0.39
Q3 labor disruption revenue $59 million vs $12 million in Q3 2025
Q4 2026 guidance: revenue $655-670 million, operating margin (0.1%) to 0.5%, labor disruption revenue assumed at $5 million vs $124 million in Q4 2025
At its annual meeting on May 1, 2026, AMN Healthcare shareholders elected nine directors, approved Amendment No. 1 to the AMN Healthcare 2025 Equity Plan, approved executive pay on an advisory basis, and ratified KPMG LLP as auditor for fiscal 2026. A shareholder proposal calling for an independent board chairman was not approved. The filing reports voting results and does not report financial results.
Equity plan amendment approved: 28,909,689 for and 895,750 against.
Independent board chairman proposal not approved: 7,495,013 for and 22,327,804 against.
Advisory vote on named executive officer pay approved: 22,728,186 for and 7,071,111 against.
KPMG LLP ratified as independent registered public accounting firm for the year ending December 31, 2026: 33,170,877 for and 1,064,827 against.
AMN Healthcare said director R. Jeffrey Harris will retire from the Board at the 2026 annual meeting and will not stand for re-election, stating the decision was not due to any disagreement. The Board intends to nominate Eric Palmer, former Cigna Group executive, for election at that meeting.
R. Jeffrey Harris informed the Board on January 30, 2026 of his decision to retire, effective at the 2026 annual meeting of shareholders
Harris's decision was not due to any disagreement with the Company or the Board
The Board intends to nominate Eric Palmer for election at the 2026 Annual Meeting
Palmer previously served as President and CEO of Evernorth Health Services from January 2022 to March 2025
AMN Healthcare reported third quarter 2025 revenue of $634.5 million, down 8% from a year earlier, and GAAP net income of $29.3 million, or $0.76 per diluted share, versus $0.18 a year earlier. GAAP profit included a $39.2 million gain on the sale of Smart Square, and adjusted diluted EPS fell 36% to $0.39, so shareholders face a mixed picture. The company guided fourth quarter revenue to $715 million to $730 million, 1% to 3% below the prior year.
Q3 2025 revenue $634.5 million, down 8% year over year; adjusted EBITDA $57.5 million, down 22%
GAAP diluted EPS $0.76 versus $0.18 a year earlier; adjusted diluted EPS $0.39 versus $0.61
Q3 income from operations included a $39.2 million gain on the sale of Smart Square
Q4 2025 guidance: revenue $715 million to $730 million, 1% to 3% lower than the prior year
AMN Healthcare completed a $400.0 million offering of 6.500% senior notes due 2031 and amended its credit agreement on October 6, 2025. The company expects to use the notes proceeds, approximately $100.0 million of revolver borrowings and cash on hand to redeem its $500.0 million of 2027 notes on October 22, 2025. The amendment cuts the secured revolving facility to $450.0 million from $750.0 million and extends its maturity to October 6, 2030, which reshapes the company's debt maturities and borrowing capacity for shareholders.
$400.0 million of 6.500% senior notes due January 15, 2031 issued by AMN Healthcare, Inc., with interest payable semi-annually starting July 15, 2026
Expected redemption of all $500.0 million of 2027 notes on October 22, 2025, funded by the new notes, about $100.0 million of revolver borrowings and cash on hand
Secured revolving credit facility reduced to $450.0 million from $750.0 million and extended to October 6, 2030 from February 2028
Net leverage ratio covenant set at no greater than 5.25 to 1.00 through March 31, 2027, stepping down to 5.00 to 1.00 and then 4.75 to 1.00 after June 30, 2028
AMN Healthcare reported second-quarter 2025 revenue of $658 million, down 11% from a year earlier, and a net loss of $116.2 million, or $3.02 per diluted share, after $128 million in noncash goodwill and intangible asset impairment charges. Management said clients slowed decision-making amid an uncertain healthcare policy environment, and third-quarter revenue guidance of $610 million to $625 million is 9% to 11% below the prior year, so shareholders face both a sharp profit decline and a weaker near-term revenue outlook.
Q2 2025 revenue was $658 million, down 11% from $740.7 million in Q2 2024.
Net loss was $116.2 million, or $3.02 per diluted share, versus net income of $16.2 million, or $0.42 per diluted share, a year earlier.
Adjusted diluted EPS was $0.30, compared with $0.98 in the second quarter of 2024.
Third-quarter 2025 revenue is guided to $610 million to $625 million, 9% to 11% lower than the prior year.
AMN Healthcare reported first-quarter 2025 revenue of $690 million, down 16% from a year earlier, and a net loss of $1 million, or $0.03 per diluted share, compared with net income of $17 million, or $0.45 per share, in the first quarter of 2024. Adjusted diluted EPS fell to $0.45 from $0.97, and second-quarter revenue guidance of $645 million to $660 million points to a further decline of 11% to 13% from the prior year, which weighs on the outlook for shareholders.
Q1 2025 revenue was $690 million, down 16% year over year and 6% sequentially; gross margin was 28.7%, down 270 basis points year over year.
Net loss was $1 million, or ($0.03) per diluted share, versus net income of $17 million, or $0.45 per share, in Q1 2024.
Second-quarter 2025 revenue guidance is $645 million to $660 million, 11% to 13% lower than the prior year.
Cash flow from operations was $93 million in the first quarter, and the company reduced debt by $60 million.
At its May 2, 2025 annual meeting, AMN Healthcare shareholders approved the AMN Healthcare 2025 Equity Plan and elected all nine director nominees. They also rejected a shareholder proposal on special shareholder meetings and approved KPMG LLP as auditor for fiscal 2025. The votes set the terms for future equity compensation and governance, and the filing reports no change in company finances.
Equity Plan approved: 28,953,916 for, 849,838 against, 12,447 abstentions
Shareholder proposal on special shareholder meetings not approved: 1,976,787 for, 27,818,286 against
Advisory vote on named executive officer pay approved: 23,059,546 for, 6,703,892 against
KPMG LLP ratified as independent auditor for fiscal year ending December 31, 2025: 31,606,644 for
AMN Healthcare reported fourth quarter 2024 revenue of $735 million, down 10% from a year earlier, and a net loss of $188 million, or $4.90 per diluted share, driven by a $222 million non-cash goodwill impairment. The company also guided first quarter 2025 revenue to $660 million to $680 million, which it said is 17% to 20% lower than the year-ago period.
Q4 2024 revenue was $735 million, down 10% year over year; full year 2024 revenue was $2.98 billion, down 21%.
Q4 2024 GAAP net loss was $188 million ($4.90 per diluted share), versus net income of $12 million a year earlier, due to a $222 million goodwill impairment.
Adjusted diluted EPS was $0.75 in Q4 2024, compared with $1.32 a year earlier.
First quarter 2025 guidance calls for consolidated revenue of $660 million to $680 million and an adjusted EBITDA margin of 7.7% to 8.2%.
AMN Healthcare's Chairman of the Board, Douglas D. Wheat, retired from the board effective immediately, as notified on February 4, 2025. The company said the retirement was not due to any disagreement with the company or board on operations, policies or practices. Mark G. Foletta was appointed Chairman of the Board, and Wheat was named Chairman Emeritus.
Douglas D. Wheat notified the company on February 4, 2025 of his retirement from the board, effective immediately
Wheat was designated Chairman Emeritus of the Board upon retirement
Mark G. Foletta was appointed Chairman of the Board
The filing states Wheat's retirement was not due to any disagreement with the company or board
AMN Healthcare's Chairman, Douglas D. Wheat, notified the company on November 9, 2024, that he will not stand for re-election at the 2025 annual meeting and will retire from the board then. The filing says his decision is not due to any disagreement with the company or board on operations, policies or practices. The board has named director Mark G. Foletta, on the board since 2012, as the next Chairman effective after that meeting, subject to his re-election.
Douglas D. Wheat notified the company on November 9, 2024, that he will not stand for re-election at the 2025 annual meeting.
Wheat's retirement is not tied to any disagreement with the company or board, according to the filing.
On November 11, 2024, the board appointed Mark G. Foletta, a director since 2012, as Chairman effective after the 2025 annual meeting, subject to his re-election.
AMN Healthcare reported third quarter 2024 revenue of $687.5 million, down 19% from a year earlier, with GAAP diluted EPS of $0.18 versus $1.39 and adjusted diluted EPS of $0.61 versus $1.97. The company guided fourth quarter revenue to $685 million to $705 million, 14% to 16% below the prior year, and separately amended its credit agreement to allow a higher maximum net leverage ratio through December 31, 2025.
Q3 2024 revenue was $687.5 million, down 19% from $853.5 million in Q3 2023; net income was $7.0 million versus $53.2 million
Fourth quarter 2024 guidance: revenue of $685 million to $705 million and operating margin of 1.8% to 2.5%
Fourth Amendment dated November 5, 2024 raises the maximum Consolidated Net Leverage Ratio to 4.50 to 1.00 for December 31, 2024 through December 31, 2025, reverting to 4.00 to 1.00 afterward
Net leverage ratio was 2.8 to 1.0 at September 30, 2024, and the company reduced debt by $60 million in the quarter
AMN Healthcare appointed Brian Scott, its former CFO and Chief Accounting Officer from 2011 to 2021, as Chief Financial Officer and Chief Operating Officer, effective November 21, 2024. The appointment follows the announced departure of CFO Jeffrey Knudson, effective November 8, 2024, and places Scott in charge of finance and enterprise operating functions.
Brian Scott becomes CFO/COO on November 21, 2024, reporting to CEO Cary Grace.
Jeffrey Knudson leaves the CFO role effective November 8, 2024, to join a private company outside healthcare.
Scott's annualized base salary is $630,000, with a target bonus of 100% of base salary from 2025.
Scott receives a one-time equity grant valued at $2,000,000 on December 15, 2024, and a target 2025 LTIP award of $2,000,000.
AMN Healthcare said Chief Financial Officer Jeffrey Knudson will leave his role on November 8, 2024, to join a private company outside the healthcare staffing industry. The company expects to name a new leader for an expanded CFO/COO position before his departure, and it reaffirmed its third quarter 2024 guidance, which matters to shareholders because the CFO transition comes ahead of the company's next earnings report.
Jeffrey Knudson steps down as CFO effective November 8, 2024, after three years in the role
AMN expects to announce a new leader for an expanded CFO/COO position before Knudson's departure
Third quarter 2024 financial guidance reaffirmed; results are scheduled for release on November 7, 2024
AMN Healthcare reported second-quarter 2024 revenue of $741 million, down 25% from a year earlier, with GAAP diluted EPS of $0.42 compared with $1.55 in the second quarter of 2023. Its third-quarter outlook projects revenue of $660 million to $680 million, 20% to 23% below the prior year, which signals that the year-over-year decline is expected to continue.
Q2 2024 revenue was $741 million, down 25% year over year and 10% from the first quarter.
GAAP diluted EPS was $0.42 versus $1.55 a year earlier; adjusted diluted EPS was $0.98 versus $2.38.
Third-quarter 2024 revenue guidance is $660 million to $680 million, 20% to 23% lower than the prior year.
Operating cash flow was $100 million in the quarter, and the company reduced debt by $80 million; total debt was $1.195 billion at June 30, 2024.
AMN Healthcare's board increased its size from eight to nine and elected James H. Hinton as a director, effective July 22, 2024. The board determined he is independent under NYSE rules, and he joins two board committees. The change is a board composition update and does not involve a change in the company's operations or results.
Board voted July 2, 2024 to expand from eight to nine members and elect James H. Hinton
Hinton's appointment is effective July 22, 2024, with a term expiring at the 2025 Annual Meeting of Shareholders
Hinton will receive restricted stock units with an aggregate grant date fair value of approximately $127,500
He will also receive a pro-rata cash retainer starting at $17,363.76, plus a $22,500 quarterly retainer from Q4 2024
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