AMN HEALTHCARE SERVICES INC

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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the Securities Exchange Act of 1934 (Amendment No. )

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AMN HEALTHCARE SERVICES, INC.

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2026 Notice of Annual Meeting & Proxy Statement |3​

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Progress and Performance

After taking a pause in the second quarter as healthcare organizations absorbed proposed policy changes, the healthcare labor market in the second half of 2025 was shaped by stabilization, with client demand showing modest but steady recovery across key segments. This environment started to create new opportunities for AMN, particularly as clients sought strategic partners to improve fill rates, enhance efficiency, and support flexible workforce models.

AMN grew market share in travel nurse and allied staffing in 2025 after having stabilized share in 2024. Our client satisfaction score reached 92%, Net Promoter Score rose 28 points, and team member engagement climbed to 78%. These results demonstrate our commitment to improving service, strengthening relationships, and supporting our people.

AMN generated $2.7 billion in revenue, $234 million in adjusted EBITDA, and $269 million in free cash flow. Net debt was reduced by $285 million, and leverage remained at a comfortable level. Our capital allocation priorities remain focused on strengthening the balance sheet, funding growth, and delivering long-term shareholder returns.

Looking into 2026, AMN is well-positioned in a ~$40 billion market, serving over 2,300 healthcare systems across multiple care sites and leading the industry with innovative solutions as customer needs evolve. Our performance will be fueled by continued demand for our diversified solutions, ongoing technology investments, and disciplined cost management.

Strategic Blueprint

Our mission is to help healthcare organizations deliver better care. In a landscape shaped by cost pressures, workforce shortages, policy changes, and rapid technology adoption, AMN offers innovative solutions that help clients deliver high-quality, cost-effective care. We help clients chart a highly responsive talent blueprint, using an efficient balance of technology and people to connect them with the right talent as their needs evolve. AMN is uniquely positioned as the bridge between the total talent needs of healthcare clients and a broad network of healthcare professionals.

Our Board of Directors provides active oversight of AMN’s long-term strategy, promoting disciplined execution, balanced investment, and alignment with the evolving needs of the healthcare industry. Working closely with management, the Board evaluates our progress, monitors emerging risks and opportunities, and helps prioritize the initiatives that strengthen AMN’s position as a trusted workforce partner.

Our strategy is built on five pillars:

Compelling Differentiation for Clients: Advancing solutions that improve workforce flexibility, optimize labor spend, and help health systems build sustainable, high-quality staffing models.

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Expanded Scope & Tech-Enabled Workforce Solutions: Accelerating growth through deeper integration of our WorkWise technology solutions, expanding an ecosystem that simplifies operations and delivers data-driven workforce insights across care settings.

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Broader Clinician Supply & Engagement: Enhancing clinician attraction and retention by improving engagement, expanding digital tools, and creating a seamless, rewarding experience that powers career development across specialties and settings.

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Next-Generation Operations at Scale: Modernizing core operations using automation, analytics, and process redesign to increase speed-to-fill, strengthen fulfillment precision, and scale more efficiently across business lines.

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Future-Ready Talent: Building an agile, values-driven workforce by developing critical capabilities, deepening accountability, and equipping teams to lead through ongoing industry transformation and technology adoption.

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Each pillar is supported by specific metrics to track progress and guide our investments. We manage our efforts rigorously, making dynamic adjustments to ensure we meet our goals.

Unlocking Growth

Clients remain focused on cost containment, reimbursement rates are pressured, and policy uncertainty persists. Despite and also because of these ongoing challenges, we expect improved business trends across our solutions in 2026, reflecting ongoing traction in our work to serve more clients across more of our solutions and with stronger fulfillment.

We continue to balance investment in innovation, technology and talent with disciplined cost management, and opportunistic strategic acquisitions, to deliver long-term growth and sustainable shareholder returns.

Tech-Enabled Workforce Solutions

We continue to advance a technology foundation that enhances service delivery, strengthens client partnerships, and improves the clinician experience across the AMN ecosystem. Our investments focus on integrating platforms,

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4 | AMN Healthcare

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modernizing workflows, and leveraging data to drive speed, accuracy, and efficiency.

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WorkWise: is evolving into a more unified, insight-driven platform that helps clients manage their total workforce with improved forecasting, labor mix optimization, and data integrations that increase operational transparency.

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ShiftWise Flex: our leading vendor management system that has strengthened fulfillment performance, supported by automated order distribution, enhanced supplier engagement, and continued improvements in order fill rates.

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AMN Passport: remains a central component of our clinician strategy, offering personalized job recommendations, streamlined credentialing steps, self-service capabilities, and timely notifications that support faster engagement and placement. Passport was the recipient of several technology awards for innovation in 2025.

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Artificial intelligence (AI): is driving AMN’s leadership in healthcare workforce solutions through ongoing investment in features like predictive analytics, automated scheduling, and labor market modeling.

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Together, these platforms demonstrate how our technology investments are improving speed to fill, elevating client reporting and analytics, and enabling more efficient operations across AMN. We doubled our vendor-neutral fill rates in Nurse & Allied in 2025, sped up placements, and

streamlined processes, allowing our teams to focus on high-value tasks. With more than 340,000 clinicians now on Passport and a 4.7 App Store rating, we are building a connected, data-driven clinician community.

Foundation for the Future

In 2025, we celebrated our first 40 years as a purpose-driven organization, committed to being the premier partner for clients and clinicians. As we move into 2026, we remain focused on understanding our clients’ evolving needs, supporting clinicians at every stage of their careers, and innovating to improve outcomes and experience.

On behalf of the Board of Directors and the entire AMN team, we thank you for your continued trust and invite you to review this proxy statement and to attend our Annual Meeting of Shareholders, which will be conducted virtually on May 1, 2026, at 8:30 a.m. Central Time. We cordially invite you to join us and have included instructions for participating in our Annual Meeting under the General Information section of this proxy statement.

Sincerely,

Mark G. Foletta, Chair of the Board

Cary Grace, President & Chief Executive Officer

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