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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) |
| |
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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 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. |
|
| |
|
|
|
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|
|
|
Date: September 22, 2025 |
By: |
/s/ Brian Scott |
|
| |
Name: |
Brian Scott |
|
| |
Title: |
Chief Financial Officer |
|
