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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.) |
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|
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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):
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☐ |
Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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 7.01. |
Regulation FD Disclosure. |
AMN Healthcare Services, Inc. (the
“Company”) and AMN Healthcare, Inc., a wholly owned subsidiary of the Company (the “Borrower”) intend to
enter into an amendment (the “Fifth Amendment”) to the existing Credit Agreement (as amended, the “Credit
Agreement”), dated as of February 9, 2018, by and among the Company, the Borrower, certain subsidiaries of the Company as
guarantors, the several lenders party thereto from time to time (the “Lenders”) and Truist Bank, as administrative
agent. Pursuant to the Fifth Amendment, the Company’s existing secured revolving credit facility will be amended to (i) mature
in October 2030 (from February 2028), (ii) reduce the size of the facility from $750.0 million to $450.0 million, (iii) remove the
ten basis point credit spread adjustment with respect to the Adjusted Term SOFR Adjustment (as defined in the Credit Agreement),
(iv) revise the Consolidated Net Leverage Ratio (as calculated in accordance with the Credit Agreement) to be no greater than 5.25
to 1.00, and (v) with respect to interest rate calculations, add a new pricing tier for Net Leverage Ratio >=4.25x of 2.00% for SOFR
loans, 1.00% for Base Rate Loans, 2.00% for Letter of Credit Fee and 0.35% for the Unused Fee (each as defined in the Credit
Agreement). The payment and interest terms and covenants under the Existing Credit Agreement will otherwise remain unchanged. The
Administrative Agent has informed the Borrower that it has received sufficient consents from its lenders to enter into the Fifth
Amendment, subject to the execution of final documentation, which is expected to occur in the fourth quarter of 2025.
The information in this Item 2.02 and Exhibit 99.1
attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent as shall be expressly set forth
by specific reference in such filing.
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: September 22, 2025 |
By: |
/s/ Brian Scott |
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Name: |
Brian Scott |
|
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Title: |
Chief Financial Officer |
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