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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): December 11, 2025
AMN HEALTHCARE SERVICES, INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware | 001-16753 | 06-1500476 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer
Identification No.) |
2999 Olympus Boulevard, Suite 300
Dallas, Texas 75019
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (866) 871-8519
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):
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| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
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| ☐ | Pre-commencement communication 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:
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| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | AMN | NYSE |
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| ☐ | 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. |
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On December 11, 2025, the Board of Directors (the “Board”) of AMN Healthcare Services, Inc. (the “Company”) adopted and approved amended and restated by-laws of the Company (the “By-laws”) to, among other things:
•Align the By-laws with developments in Delaware law;
•Revise procedural mechanics and disclosure requirements applicable to stockholder-requested special meetings;
•Clarify the powers of the Board and the chair of a stockholder meeting to regulate conduct at a meeting;
•Revise procedural mechanics and disclosure requirements applicable to stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including to clarify the scope of information required regarding proposing stockholders, proposed nominees and other related persons;
•Require that director candidates must be available to be interviewed by members of the Board with respect to such person’s candidacy and qualifications to serve as a director; and
•Make certain other updates, including ministerial and conforming changes.
The By-laws became effective immediately upon their approval by the Board.
This summary is qualified in its entirety by reference to the full text of the By-laws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated by reference herein.
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| Item 9.01. | | Financial Statements and Exhibits. |
(d) Exhibits.
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| 3.1 | Amended and Restated By-laws of AMN Healthcare Services, Inc. |
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.
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| AMN Healthcare Services, Inc. |
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| Date: December 11, 2025 | By: | /s/ Cary Grace |
| Name: | Cary Grace |
| Title: | Chief Executive Officer |
