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AMN HEALTHCARE SERVICES INC

For the period ended Sep 30, 2025. Filed Nov 7, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 7, 2025

AMN$36.19-23.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-08.

0001142750-25-000052

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-07.

0001628280-25-050362

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 113 previous paragraphs and 134 current paragraphs.

62 unchanged; 47 reworded; 23 added; 0 removed; 4 previous and 2 current paragraphs rearranged.

Tables are not compared: 10 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (23)

Current report

Gain on Sale of Disposal Group. A gain on sale of disposal group of $(39.2) million was recognized during the three months ended September 30, 2025. See additional information in Note (2), “Sale of Disposal Group” to the accompanying financial statements.

Current report

Income Tax Expense. Income tax expense was $8.7 million for the three months ended September 30, 2025 as compared to $0.8 million for the same period in 2024, reflecting effective income tax rates of 23% and 10% for these periods, respectively. The increase in the effective income tax rate wasprimarily due to tax expense of$5.5 million recognized during the three months ended September 30, 2025 from the goodwill disposal in the sale of our Smart Square healthcare scheduling software. We currently estimate our annual effective tax rate to be approximately 9% for 2025. The 23% effective tax rate for the three months ended September 30, 2025 differs from our estimated annual effective tax rate of 9% primarily due to tax expense recognized during the three months ended September 30, 2025, in relation tothe projected full year tax benefit.

Current report

Gain on Sale of Disposal Group. A gain on sale of disposal group of $(39.2) million was recognized during the nine months ended September 30, 2025.

Current report

On October 6, 2025, we entered into the fifth amendment to our credit agreement (the “Fifth Amendment”) as reported in our Current Report on Form 8-K filed on October 6, 2025. The Fifth Amendment provides for, among other things, the following: (i) an extension of the maturity date of Senior Credit Facility to October 6, 2030, (ii) a decrease of the revolving commitments to $450.0 million, and (iii) the revision of the Consolidated Net Leverage Ratio (as calculated in accordance with the amended credit agreement) to be no greater than 5.25 to 1.00 through March 31, 2027.

Current report

On October 6, 2025, the Company completed the issuance of $400.0 million aggregate principal amount of 6.500% senior notes due 2031 (the “2031 Notes”). The 2031 Notes will mature on January 15, 2031. Interest on the 2031 Notes will be payable semi-annually in arrears on January 15 and July 15 of each year, commencing July 15, 2026.

Current report

At any time and from time to time on and after October 15, 2027, we will be entitled at our option to redeem all or a portion of the 2031 Notes upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date) set forth below, plus accrued and unpaid interest, if any, to (but excluding) the redemption date (subject to the right of holders of record of the 2031 Notes on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve month period commencing on October 15 of the years set forth below:

Current report

At any time and from time to time prior to October 15, 2027, we may also redeem 2031 Notes with the net cash proceeds of certain equity offerings in an aggregate principal amount not to exceed 40% of the aggregate principal amount of the 2031

Current report

Notes issued, at a redemption price (expressed as a percentage of principal amount) of 106.500% of the principal amount thereof plus accrued and unpaid interest, if any, to (but excluding) the applicable redemption date.

Current report

In addition, we may redeem some or all of the 2031 Notes at any time and from time to time prior to October 15, 2027 at a redemption price equal to 100% of the principal amount of the 2031 Notes redeemed, plus accrued and unpaid interest thereon, if any, to (but excluding) the applicable redemption date, plus a “make-whole” premium based on the applicable treasury rate plus 50 basis points.

Current report

Upon the occurrence of specified change of control events as defined in the indenture governing the 2031 Notes, we must offer to repurchase the 2031 Notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to (but excluding) the purchase date.

Current report

The indenture governing the 2031 Notes contains covenants that, among other things, restricts our ability to:

Current report

•pay dividends or make other distributions on capital stock, make payments in respect of subordinated indebtedness or make other restricted payments;

Current report

•incur or guarantee additional indebtedness or issue preferred stock;

Current report

•enter into agreements that restrict dividends or other payments from our restricted subsidiaries to us;

Current report

•consolidate, merge or transfer all or substantially all of their assets;

Current report

These covenants are subject to a number of important exceptions and qualifications. The indenture governing the 2031 Notes contains affirmative covenants and events of default that are customary for indentures governing high yield securities. The 2031 Notes and the guarantees are not subject to any registration rights agreement.

Current report

With the proceeds from the 2031 Notes, together with borrowings under the Senior Credit Facility and cash generated from operations, the Company (1) redeemed the entire outstanding $500.0 million aggregate principal amount of the 2027 Notes on October 22, 2025, including all accrued and unpaid interest on the 2027 Notes and (2) paid fees and expenses related to the transactions.
Reworded paragraphs (47)

Previous wording

We provide technology-enabled healthcare workforce solutions and staffing services to healthcare organizations across the nation. The Company provides access to a comprehensive network of healthcare professionals through its recruitment strategies and breadth of career opportunities. We help providers optimize their workforce to reduce complexity and increase efficiency. Our total talent solutions include vendor neutral and managed services programs, clinical and interim healthcare leaders, temporary staffing, permanent placement, executive search, vendor management systems, recruitment process outsourcing, workforce optimization, language services, revenue cycle solutions, and other services. Our diverse client base includes acute-care hospitals, community health centers and clinics, physician practice groups, retail and urgent care centers, home health facilities, schools, inpatient/outpatient rehabilitation facilities, ambulatory care facilities, outpatient surgical facilities, and many other healthcare settings.

Current wording

We provide technology-enabled healthcare workforce solutions and staffing services to healthcare organizations across the nation. The Company provides access to a comprehensive network of healthcare professionals through its recruitment strategies and breadth of career opportunities. We help providers optimize their workforce to reduce complexity and increase efficiency. Our total talent solutions include vendor-neutral and managed services programs, clinical and interim healthcare leaders, temporary staffing, permanent placement, executive search, vendor management systems, recruitment process outsourcing, workforce optimization, language services, revenue cycle solutions, and other services. Our diverse client base includes acute-care hospitals, community health centers and clinics, physician practice groups, retail and urgent care centers, home health facilities, schools, inpatient and outpatient rehabilitation facilities, ambulatory care facilities, outpatient surgical facilities, and many other healthcare settings.

Previous wording

We conduct business through three reportable segments: (1) nurse and allied solutions, (2) physician and leadership solutions, and (3) technology and workforce solutions. For the three months ended June 30, 2025, we recorded revenue of$658.2 million, as compared to $740.7 millionfor the same period last year. For the six months ended June 30, 2025, we recorded revenue of$1,347.7 million, as compared to$1,561.6 million for the same period last year.

Current wording

We conduct business through three reportable segments: (1) nurse and allied solutions, (2) physician and leadership solutions, and (3) technology and workforce solutions. For the three months ended September 30, 2025, we recorded revenue of $634.5 million, as compared to $687.5 millionfor the same period last year. For the nine months ended September 30, 2025, we recorded revenue of $1,982.2 million, as compared to$2,249.1 million for the same period last year.

Previous wording

Nurse and allied solutions segment revenue comprised 59% and 62% of total consolidated revenue for the six months ended June 30, 2025 and 2024, respectively. Through our nurse and allied solutions segment, we provide hospitals, other healthcare facilities, and schools with a comprehensive set of staffing solutions, including direct, vendor neutral, and managed services solutions in which we manage and staff all the temporary and permanent nursing and allied staffing needs, as well as the revenue cycle management needs, of a client. A majority of our placements in this segment are under our managed services solution.

Current wording

Nurse and allied solutions segment revenue comprised 58% and 60% of total consolidated revenue for the nine months ended September 30, 2025 and 2024, respectively. Through our nurse and allied solutions segment, we provide hospitals, other healthcare facilities, and schools with a comprehensive set of staffing solutions, including direct, vendor-neutral, and managed services solutions in which we manage and staff all the temporary and permanent nursing and allied staffing needs, as well as the revenue cycle management needs, of a client. A majority of our placements in this segment are under our managed services solution.

Previous wording

Physician and leadership solutions segment revenue comprised 26% and 24% of total consolidated revenue for the six months ended June 30, 2025 and 2024, respectively. Through our physician and leadership solutions segment, we place physicians of all specialties, as well as dentists and advanced practice providers, with clients on a temporary basis, generally as independent contractors. We also recruit physicians and healthcare leaders for permanent placement and place interim leaders and executives on variable-length assignments across all healthcare settings.

Current wording

Physician and leadership solutions segment revenue comprised 27% and 25% of total consolidated revenue for the nine months ended September 30, 2025 and 2024, respectively. Through our physician and leadership solutions segment, we place physicians of all specialties, as well as dentists and advanced practice providers, with clients on a temporary basis, generally as independent contractors. We also recruit physicians and healthcare leaders for permanent placement and place interim leaders and executives on variable-length assignments across all healthcare settings.

Previous wording

Technology and workforce solutions segment revenue comprised 15% and 14% of total consolidated revenue for the six months ended June 30, 2025 and 2024, respectively. Through our technology and workforce solutions segment, we provide hospitals and other healthcare facilities with a range of workforce solutions, including: (1) language services, (2) software-as-a-service (“SaaS”)-based VMS technologies through which our clients can self-manage the procurement of contingent clinical labor and their internal float pool, (3) workforce optimization services that include advisory, planning, and analytics, and (4) recruitment process outsourcing services in which we recruit, hire and/or onboard permanent clinical and nonclinical positions on behalf of our clients.

Current wording

Technology and workforce solutions segment revenue comprised 15% and 15% of total consolidated revenue for the nine months ended September 30, 2025 and 2024, respectively. Through our technology and workforce solutions segment, we provide hospitals and other healthcare facilities with a range of workforce solutions, including: (1) language services, (2) software-as-a-service (“SaaS”)-based VMS technologies through which our clients can self-manage the procurement of contingent clinical labor and their internal float pool, (3) workforce optimization services that include advisory, planning, and analytics, and (4) recruitment process outsourcing services in which we recruit, hire and/or onboard permanent clinical and nonclinical positions on behalf of our clients.

Previous wording

On July 1, 2025, we completed the sale of our Smart Square healthcare scheduling software, one of our workforce optimization service offerings. See additional information in Note (2), “Held For Sale” to the accompanying financial statements.

Current wording

On July 1, 2025, we completed the sale of our Smart Square healthcare scheduling software, one of our workforce optimization service offerings. See additional information in Note (2), “Sale of Disposal Group” to the accompanying financial statements.

Previous wording

After the COVID-19 pandemic subsided, healthcare organizations began focusing on hiring permanent staff, implementing cost management strategies, and exploring alternative staffing models to decrease reliance on contingent labor. Through the second quarter, uncertainty about government policy impacts appeared to place the healthcare sector in a more conservative stance compared with the first quarter. In our travel nurse business, demand decreased in the second quarter compared to the first quarter due to regular seasonal fluctuations and lower overall market demand. Open orders declined through the second quarter, ultimately dropping below the previous year, with demand remaining below pre-pandemic levels. In allied staffing, our average number of open orders continued to surpass pre-pandemic levels and remained higher year over year, although the gap to prior year narrowed throughout the quarter.

Current wording

After the COVID-19 pandemic subsided, healthcare organizations began focusing on hiring permanent staff, implementing cost management strategies, and exploring alternative staffing models to decrease reliance on contingent labor. During the second quarter, uncertainty about government policy impacts appeared to place the healthcare sector in a more conservative stance with travel nurse demand declining compared with the first quarter. In our travel nurse business, demand increased in the third quarter compared to the second quarter with strong winter orders but overall remained slightly below prior year. In allied staffing, our demand continued to surpass pre-pandemic levels although demand is lower than prior quarter and in line with prior year.

Previous wording

For our nurse and allied solutions segment, in the second quarter we saw a decrease in overall staffing volume from the prior quarter, largely due to visa retrogression affecting international nurse staffing, along with lower demand in travel nurse staffing and seasonality. Compared to the prior year, the average number of travelers on assignment in the second quarter decreased due to visa retrogression and lower booking volume as a result of lower, hard-to-fill, bill rates and a highly competitive market. Bill rates in the second quarter were relatively flat to the prior quarter.

Current wording

For our nurse and allied solutions segment, in the third quarter we saw a decrease in overall staffing volume due to lower demand in travel nurse staffing in the prior quarter and seasonality. Average international nurse staffing volume reached a low point early in the third quarter and grew through the end of the quarter, although volume remained lower than both prior quarter and prior year. Overall, bill rates in the third quarter were relatively flat to the prior quarter.

Previous wording

In our physician and leadership solutions segment, second quarter demand for locum tenens staffing was slightly lower year over year but steady compared to the previous quarter. However, revenue per day filled rose relative to both the prior year and prior quarter. Certified registered nurse anesthetics (CRNAs) remain our largest locum tenens specialty. Demand for interim leadership and search services declined from last year and last quarter, due mainly to healthcare organizations delaying hiring, consolidating roles or increasing insourcing.

Current wording

In our physician and leadership solutions segment, third quarter demand for locum tenens staffing was down year over year but grew in the mid-single digits compared to the previous quarter. Certified registered nurse anesthetists (CRNAs) remain our largest locum tenens specialty. Demand for permanent search services was positive compared to prior year and prior quarter. Demand for interim leadership increased by double digits compared to prior year but was down quarter over quarter.

Previous wording

In our technology and workforce solutions segment, growth in the language services business has slowed due to reduced minute growth and lower pricing compared to both the previous year and quarter. Ongoing pricing pressure for language services is a result of increased market competition. Volumes in our VMS business declined both sequentially and compared to prior year on lower staffing volume levels and the delayed impact from prior year client losses. VMS bill rates in the second quarter decreased both sequentially and on a year-over-year basis.

Current wording

In our technology and workforce solutions segment, third quarter minute volume in the language services business grew compared to both the previous year and quarter, but at a slower pace than prior years. Ongoing pricing pressure for language services is expected due to increased market competition. Volumes in our VMS business declined both sequentially and compared to prior year primarily due to lower staffing volume levels and the delayed impact from prior period client losses.

Previous wording

Revenue. Revenue decreased 11% to $658.2 million for the three months ended June 30, 2025 from $740.7 million for the same period in 2024, attributable to a decline in revenue across our segments with the greatest decline in our nurse and allied solutions segment. Revenue broken down among the reportable segments is as follows:

Current wording

Revenue. Revenue decreased 8% to $634.5 million for the three months ended September 30, 2025 from $687.5 million for the same period in 2024, attributable to a decline in revenue across our segments with the greatest decline in our nurse and allied solutions segment. Revenue broken down among the reportable segments is as follows:

Previous wording

Nurse and allied solutions segment revenue decreased 14% to $381.9 million for the three months ended June 30, 2025 from $442.4 million for the same period in 2024. The $60.5 million decrease was primarily attributable to a $67.9 million decline driven by a 16% decrease in the average number of travelers on assignment, a $7.9 million decline driven by a 2% decrease in the average bill rate, and a $4.1 million decline driven by a 1% decrease in average billable hours. The overall decrease was partially offset by a $15.0 million increase in labor disruption revenue.

Current wording

Nurse and allied solutions segment revenue decreased 9% to $361.5 million for the three months ended September 30, 2025 from $399.4 million for the same period in 2024. The $37.9 million decrease was primarily attributable to a $40.7 million decline driven by a 11% decrease in the average number of travelers on assignment. The overall decrease was partially offset by a $12.0 million increase in labor disruption revenue.

Previous wording

Physician and leadership solutions segment revenue decreased 6% to $174.5 million for the three months ended June 30, 2025 from $186.1 million for the same period in 2024. The $11.6 million decrease was attributable to lower revenue across all businesses within the segment. Revenue in our locum tenens business declined slightly due to a $12.5 million decline driven by a 9% decrease in the number of days filled, partially offset by a $12.3 million increase driven by a 9% increase in the revenue per day filled. Our interim leadership business experienced a decline of $7.5 million (or 25%) and our physician permanent placement and executive search businesses declined $3.8 million (or 29%) during the three months ended June 30, 2025, primarily due to lower demand.

Current wording

Physician and leadership solutions segment revenue decreased 1% to $178.2 million for the three months ended September 30, 2025 from $180.6 million for the same period in 2024. The $2.4 million decrease was attributable to lower revenue in our interim leadership business partially offset by higher revenue in our locum tenens business within the segment. Revenue in our locum tenens business increased $4.0 million (or 3%) due to a $10.6 million increase driven by a 8% increase in the revenue per day filled, partially offset by a $6.6 million decline driven by a 5% decrease in the number of days filled. Our interim leadership business experienced a decline of $5.6 million (or 20%) and our physician permanent placement and executive search businesses declined $0.7 million (or 7%) during the three months ended September 30, 2025, primarily due to lower demand.

Previous wording

Technology and workforce solutions segment revenue decreased 9% to $101.8 million for the three months ended June 30, 2025 from $112.2 million for the same period in 2024. The $10.4 million decrease was primarily attributable to declines within our VMS and outsourced solutions businesses. Revenue for our VMS business declined $8.6 million (or 31%) for similar reasons as nurse and allied solutions segment revenue, and our outsourced solutions business experienced a decline of $1.9 million (or 46%) primarily due to lower demand.

Current wording

Technology and workforce solutions segment revenue decreased 12% to $94.8 million for the three months ended September 30, 2025 from $107.5 million for the same period in 2024. The $12.7 million decrease was primarily attributable to declines within our VMS and other solutions businesses. Revenue for our VMS business declined $8.1 million (or 32%) for similar reasons as nurse and allied solutions segment revenue, and our other solutions business declined $5.0 million (or 100%) primarily due to the sale of our Smart Square healthcare scheduling software.

Previous wording

For the three months ended June 30, 2025 and 2024, revenue under our MSP arrangements comprised approximately 44% and 45% of consolidated revenue, 68% and 69% of nurse and allied solutions segment revenue, 17% and 14% of physician and leadership solutions segment revenue, and 3% and 3% of technology and workforce solutions segment revenue, respectively.

Current wording

For the three months ended September 30, 2025 and 2024, revenue under our MSP arrangements comprised approximately 41% and 44% of consolidated revenue, 63% and 68% of nurse and allied solutions segment revenue, 18% and 15% of physician and leadership solutions segment revenue, and 2% and 3% of technology and workforce solutions segment revenue, respectively.

Previous wording

Cost of Revenue. Cost of revenue, which consists predominantly of compensation, benefits, housing, travel and allowance costs for healthcare professionals and medically qualified interpreters, decreased 10% to $461.8 million for the three months ended June 30, 2025 from $510.9 million for the same period in 2024. The $49.1 million decrease was mainly attributable to decreases in our nurse and allied solutions and physician and leadership solutions segments. Cost of revenue broken down among the reportable segments is as follows:

Current wording

Cost of Revenue. Cost of revenue, which consists predominantly of compensation, benefits, housing, travel and allowance costs for healthcare professionals and medically qualified interpreters, decreased 5% to $450.1 million for the three months ended September 30, 2025 from $474.5 million for the same period in 2024. The $24.4 million decrease was attributable to a decrease in our nurse and allied solutions segment. Cost of revenue broken down among the reportable segments is as follows:

Previous wording

The decrease in our nurse and allied solutions segment was primarily attributable to a $111.7 million decrease in clinician pay package costs, including housing, travel and allowances, primarily due to the aforementioned decrease in the average number of travelers on assignment. The decrease in our physician and leadership solutions segment was driven by a $9.8 million decrease in pay package costs in our interim leadership business, primarily due to the aforementioned decline in demand.

Current wording

The decrease in our nurse and allied solutions segment was primarily attributable to a $25.2 million decrease in clinician pay package costs, including housing, travel and allowances, primarily due to the aforementioned decrease in the average number of travelers on assignment.

Previous wording

Gross Profit. Gross profit decreased 15% to $196.4 million for the three months ended June 30, 2025 from $229.8 million for the same period in 2024, representing gross margins of 29.8% and 31.0%, respectively. The decline in consolidated gross margin for the three months ended June 30, 2025, as compared to the same period in 2024, was primarily due to (1) lower margins in our physician and leadership solutions segment driven by increased provider pay packages, including housing, travel and allowances and (2) a lower margin in our technology and workforce solutions segment primarily due to a shift in sales mix resulting from reduced revenue in our higher-margin VMS business. The overall decline in consolidated gross margin was partially offset by higher margin in our nurse and allied solutions segment driven by a revenue mix shift within the segment. Gross margin by reportable segment for the three months ended June 30, 2025 and 2024 was 23.9% and 23.8% for nurse and allied solutions, 28.2% and 30.5% for physician and leadership solutions, and 55.1% and 60.2% for technology and workforce solutions, respectively. Gross profit broken down among the reportable segments is as follows:

Current wording

Gross Profit. Gross profit decreased 13% to $184.4 million for the three months ended September 30, 2025 from $213.1 million for the same period in 2024, representing gross margins of 29.1% and 31.0%, respectively. The decline in consolidated gross margin for the three months ended September 30, 2025, as compared to the same period in 2024, was primarily due to (1) lower margins in our nurse and allied solutions segment driven by increased provider pay packages, including housing, travel and allowances, partially offset by a revenue mix shift within the segment, (2) lower margins in our physician and leadership solutions segment driven by increases in physician compensation outpacing increases in revenue per day filled and (3) a lower margin in our technology and workforce solutions segment primarily due to pricing pressure for our language services business due to increased market competition and a shift in sales mix resulting from reduced revenue in our higher-margin VMS business and the sale of our Smart Square healthcare scheduling software. Gross margin by reportable segment for the three months ended September 30, 2025 and 2024 was 24.1% and 25.0% for nurse and allied solutions, 27.2% and 28.3% for physician and leadership solutions, and 51.5% and 57.9% for technology and workforce solutions, respectively. Gross profit broken down among the reportable segments is as follows:

Previous wording

Selling, General and Administrative Expenses. Selling, general and administrative (“SG&A”) expenses consist predominantly of compensation and benefits costs for corporate employees, in addition to professional service fees, legal matter accruals and other overhead costs. SG&A expenses were $154.6 million, representing 23.5% of revenue, for the three months ended June 30, 2025, as compared to $149.0 million, representing 20.1% of revenue, for the same period in 2024. The increase in SG&A expenses was primarily due to a $9.0 million increase related to a $5.4 million unfavorable actuarial-based increase in our professional liability reserves during the three months ended June 30, 2025, as compared to a $3.6 million favorable actuarial-based decrease during the same period in 2024. The year-over-year increase in SG&A expenses was partially offset by a $4.5 million decrease in employee compensation and benefits (inclusive of share-based compensation) in response to the lower revenue. SG&A expenses broken down among the reportable segments, unallocated corporate overhead, and share-based compensation are as follows:

Current wording

Selling, General and Administrative Expenses. Selling, general and administrative (“SG&A”) expenses consist predominantly of compensation and benefits costs for corporate employees, in addition to professional service fees, legal matter accruals and other overhead costs. SG&A expenses were $138.6 million, representing 21.8% of revenue, for the three months ended September 30, 2025, as compared to $149.7 million, representing 21.8% of revenue, for the same period in 2024. The decrease in SG&A expenses was primarily due to a $11.9 million decrease in employee compensation and benefits (inclusive of share-based compensation) in response to the lower revenue. SG&A expenses broken down among the reportable segments, unallocated corporate overhead, and share-based compensation are as follows:

Previous wording

Depreciation and Amortization Expenses. Amortization expense decreased 21% to $19.6 million for the three months ended June 30, 2025 from $24.7 million for the same period in 2024, primarily attributable to certain intangible assets becoming fully amortized during the three months ended June 30, 2025. Depreciation expense (exclusive of depreciation included in cost of revenue) decreased 1% to $18.1 million for the three months ended June 30, 2025 from $18.4 million for the same period in 2024, primarily attributable to the mix of depreciable assets. Additionally, $2.1 million and $1.6 million of depreciation expense for our language services business is included in cost of revenue for the three months ended June 30, 2025 and 2024, respectively.

Current wording

Depreciation and Amortization Expenses. Amortization expense decreased 8% to $20.4 million for the three months ended September 30, 2025 from $22.1 million for the same period in 2024, primarily attributable to certain intangible assets becoming fully amortized during the three months ended September 30, 2025. Depreciation expense (exclusive of depreciation included in cost of revenue) decreased 11% to $16.9 million for the three months ended September 30, 2025 from $19.0 million for the same period in 2024, primarily attributable to the mix of depreciable assets. Additionally, $2.2 million and $1.9 million of depreciation expense for our language services business is included in cost of revenue for the three months ended September 30, 2025 and 2024, respectively.

Previous wording

Interest Expense, Net, and Other. Interest expense, net, and other was $11.4 million during the three months ended June 30, 2025 as compared to $15.7 million for the same period in 2024. The decrease was primarily due to a lower average debt outstanding balance during the three months ended June 30, 2025.

Current wording

Interest Expense, Net, and Other. Interest expense, net, and other was $9.6 million during the three months ended September 30, 2025 as compared to $14.4 million for the same period in 2024. The decrease was primarily due to a lower average debt outstanding balance during the three months ended September 30, 2025.

Previous wording

Comparison of Results for the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024

Current wording

Comparison of Results for the Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024

Previous wording

Revenue. Revenue decreased 14% to $1,347.7 million for the six months ended June 30, 2025 from $1,561.6 million for the same period in 2024, attributable to a decline in revenue across our segments with the greatest decline in our nurse and allied solutions segment. Revenue broken down among the reportable segments is as follows:

Current wording

Revenue. Revenue decreased 12% to $1,982.2 million for the nine months ended September 30, 2025 from $2,249.1 million for the same period in 2024, attributable to a decline in revenue across our segments with the greatest decline in our nurse and allied solutions segment. Revenue broken down among the reportable segments is as follows:

Previous wording

Nurse and allied solutions segment revenue decreased 17% to $795.1 million for the six months ended June 30, 2025 from $961.7 million for the same period in 2024. The $166.6 million decrease was primarily attributable to a $179.5 million decline driven by a 19% decrease in the average number of travelers on assignment, a $32.3 million decline driven by an approximately 3% decrease in the average bill rate, and a $9.8 million decline driven by a 1% decrease in average billable hours. The overall decrease was partially offset by a $54.0 million increase in labor disruption revenue.

Current wording

Nurse and allied solutions segment revenue decreased 15% to $1,156.6 million for the nine months ended September 30, 2025 from $1,361.1 million for the same period in 2024. The $204.5 million decrease was primarily attributable to a $220.2 million decline driven by a 16% decrease in the average number of travelers on assignment, a $33.7 million decline driven by an approximately 2.6% decrease in the average bill rate, and a $11.6 million decline driven by an approximately 1% decrease in average billable hours. The overall decrease was partially offset by a $66.0 million increase in labor disruption revenue.

Previous wording

Physician and leadership solutions segment revenue decreased 7% to $348.6 million for the six months ended June 30, 2025 from $374.9 million for the same period in 2024. The $26.3 million decrease was attributable to lower revenue across all businesses within the segment. Revenue in our locum tenens business declined $4.6 million (or 2%) due to a $26.5 million decline driven by a 9% decrease in the number of days filled, partially offset by a $22.0 million increase driven by an 8% increase in the revenue per day filled. Our interim leadership business experienced a decline of $14.0 million (or 23%) and our physician permanent placement and executive search businesses declined $7.7 million (or 29%) during the six months ended June 30, 2025, primarily due to lower demand.

Current wording

Physician and leadership solutions segment revenue decreased 5% to $526.8 million for the nine months ended September 30, 2025 from $555.5 million for the same period in 2024. The $28.7 million decrease was attributable to lower revenue across all businesses within the segment. Revenue in our locum tenens business declined slightly due to a $33.2 million decline driven by a 8% decrease in the number of days filled, partially offset by a $32.6 million increase driven by an 8% increase in the revenue per day filled. Our interim leadership business experienced a decline of $19.6 million (or 22%) and our physician permanent placement and executive search businesses declined $8.5 million (or 23%) during the nine months ended September 30, 2025, primarily due to lower demand.

Previous wording

Technology and workforce solutions segment revenue decreased 9% to $204.0 million for the six months ended June 30, 2025 from $225.0 million for the same period in 2024. The $21.0 million decrease was primarily attributable to declines within our VMS and outsourced solutions businesses, partially offset by growth within our language services business. Revenue for our VMS business declined $18.2 million (or 32%) for similar reasons as nurse and allied solutions segment revenue and our outsourced solutions business experienced a decline of $5.4 million (or 51%) primarily due to lower demand, while our language services business grew $3.9 million (or 3%) primarily due to growth of $10.4 million as a result of a 7% increase in minutes.

Current wording

Technology and workforce solutions segment revenue decreased 10% to $298.8 million for the nine months ended September 30, 2025 from $332.5 million for the same period in 2024. The $33.7 million decrease was primarily attributable to declines within our VMS, outsourced solutions and other solutions businesses, partially offset by growth within our language services business. Revenue for our VMS business declined $26.3 million (or 32%) for similar reasons as nurse and allied solutions segment revenue and our outsourced solutions business experienced a decline of $5.5 million (or 43%) primarily due to lower demand. Other solutions business declined $6.3 million (or 39%) primarily due to the sale of our Smart Square healthcare scheduling software, while our language services business grew $3.9 million (or 2%) primarily due to a 6% increase in minutes.

Previous wording

For the six months ended June 30, 2025 and 2024, revenue under our MSP arrangements comprised approximately 46% and 47% of consolidated revenue, 69% and 70% of nurse and allied solutions segment revenue, 18% and 13% of physician and leadership solutions segment revenue, and 4% and 3% of technology and workforce solutions segment revenue, respectively.

Current wording

For the nine months ended September 30, 2025 and 2024, revenue under our MSP arrangements comprised approximately 45% and 46% of consolidated revenue, 67% and 70% of nurse and allied solutions segment revenue, 18% and 14% of physician and leadership solutions segment revenue, and 3% and 3% of technology and workforce solutions segment revenue, respectively.

Previous wording

Cost of Revenue. Cost of revenue decreased 11% to $953.2 million for the six months ended June 30, 2025 from $1,074.2 million for the same period in 2024. The $121.0 million decrease was primarily attributable to a decrease in our nurse and allied solutions segment. Cost of revenue broken down among the reportable segments is as follows:

Current wording

Cost of Revenue. Cost of revenue decreased 9% to $1,403.3 million for the nine months ended September 30, 2025 from $1,548.7 million for the same period in 2024. The $145.4 million decrease was primarily attributable to a decrease in our nurse and allied solutions segment. Cost of revenue broken down among the reportable segments is as follows:

Previous wording

The decrease in our nurse and allied solutions segment was primarily attributable to a $44.4 million decrease in clinician pay package costs, including housing, travel and allowances, primarily due to the aforementioned decrease in the average number of travelers on assignment. The decrease in our physician and leadership solutions segment was driven by a $5.3 million decrease in pay package costs in our interim leadership business, primarily due to the aforementioned decline in demand.

Current wording

The decrease in our nurse and allied solutions segment was primarily attributable to a $136.9 million decrease in clinician pay package costs, including housing, travel and allowances, primarily due to the aforementioned decrease in the average number of travelers on assignment. The decrease in our physician and leadership solutions segment was driven by a $6.4 million decrease in pay package costs in our interim leadership business, primarily due to the aforementioned decline in demand.

Previous wording

Gross Profit. Gross profit decreased 19% to $394.5 million for the six months ended June 30, 2025 from $487.3 million for the same period in 2024, representing gross margins of 29.3% and 31.2%, respectively. The decline in consolidated gross margin for the six months ended June 30, 2025, as compared to the same period in 2024, was primarily due to (1) lower margins in our nurse and allied solutions and physician and leadership solutions segments driven by compression in clinician pay packages, including housing and travel and (2) a lower margin in our technology and workforce solutions segment primarily due to a change in sales mix resulting from lower revenue in our higher-margin VMS business. The overall decline was partially offset by a change in sales mix resulting from reduced revenue in our lower-margin nurse and allied solutions segment. Gross margin by reportable segment for the six months ended June 30, 2025 and 2024 was 23.3% and 24.5% for nurse and allied solutions, 27.7% and 31.0% for physician and leadership solutions, and 55.3% and 60.0% for technology and workforce solutions, respectively. Gross profit broken down among the reportable segments is as follows:

Current wording

Gross Profit. Gross profit decreased 17% to $578.9 million for the nine months ended September 30, 2025 from $700.4 million for the same period in 2024, representing gross margins of 29.2% and 31.1%, respectively. The decline in consolidated gross margin for the nine months ended September 30, 2025, as compared to the same period in 2024, was primarily due to (1) lower margins in our nurse and allied solutions and physician and leadership solutions segments driven by compression in clinician pay packages, including housing and travel and (2) a lower margin in our technology and workforce solutions segment primarily due to pricing pressure for our language services business due to increased market competition and a shift in sales mix resulting from reduced revenue in our higher-margin VMS business and the sale of our Smart Square healthcare scheduling software. The overall decline was partially offset by a change in sales mix resulting from reduced revenue in our lower-margin nurse and allied solutions segment. Gross margin by reportable segment for the nine months ended September 30, 2025 and 2024 was 23.5% and 24.7% for nurse and allied solutions, 27.6% and 30.1% for physician and leadership solutions, and 54.1% and 59.4% for technology and workforce solutions, respectively. Gross profit broken down among the reportable segments is as follows:

Previous wording

Selling, General and Administrative Expenses. SG&A expenses were $302.3 million, representing 22.4% of revenue, for the six months ended June 30, 2025, as compared to $323.9 million, representing 20.7% of revenue, for the same period in 2024. The decrease in SG&A expenses was primarily due to $24.8 million of lower employee compensation and benefits (inclusive of share-based compensation) in response to the lower revenue. The year-over-year decrease was partially offset by a $9.0 million year-over-year increase due to a $5.4 million unfavorable actuarial-based increase in our professional liability reserves as compared to a $3.6 million favorable actuarial-based decrease in the same period in 2024. SG&A expenses broken down among the reportable segments, unallocated corporate overhead, and share-based compensation are as follows:

Current wording

Selling, General and Administrative Expenses. SG&A expenses were $440.9 million, representing 22.2% of revenue, for the nine months ended September 30, 2025, as compared to $473.6 million, representing 21.1% of revenue, for the same period in 2024. The decrease in SG&A expenses was primarily due to $36.8 million of lower employee compensation and benefits (inclusive of share-based compensation) in response to the lower revenue. The year-over-year decrease was partially offset by a $9.0 million year-over-year increase due to a $5.4 million unfavorable actuarial-based increase in our professional liability reserves as compared to a $3.6 million favorable actuarial-based decrease in the same period in 2024. SG&A expenses broken down among the reportable segments, unallocated corporate overhead, and share-based compensation are as follows:

Previous wording

Depreciation and Amortization Expenses. Amortization expense decreased 21% to $39.0 million for the six months ended June 30, 2025 from $49.6 million for the same period in 2024, primarily attributable to certain intangible assets becoming fully amortized during the six months ended June 30, 2025. Depreciation expense (exclusive of depreciation included in cost of revenue) increased 1% to $36.6 million for the six months ended June 30, 2025 from $36.2 million for the same period in 2024, primarily attributable to the mix of depreciable assets. Additionally, $4.1 million and $3.4 million of depreciation expense for our language services business is included in cost of revenue for the six months ended June 30, 2025 and 2024, respectively.

Current wording

Depreciation and Amortization Expenses. Amortization expense decreased 17% to $59.5 million for the nine months ended September 30, 2025 from $71.7 million for the same period in 2024, primarily attributable to certain intangible assets becoming fully amortized during the nine months ended September 30, 2025. Depreciation expense (exclusive of depreciation included in cost of revenue) decreased 3% to $53.5 million for the nine months ended September 30, 2025 from $55.2 million for the same period in 2024, primarily attributable to the mix of depreciable assets. Additionally, $6.4 million and $5.4 million of depreciation expense for our language services business is included in cost of revenue for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

Goodwill Impairment Loss. A goodwill impairment loss of $109.5 million was recognized in the physician and leadership solutions segment during the six months ended June 30, 2025.

Current wording

Goodwill Impairment Loss. A goodwill impairment loss of $109.5 million was recognized in the physician and leadership solutions segment during the nine months ended September 30, 2025.

Previous wording

Long-Lived Assets Impairment Loss. An impairment loss of $18.3 million was recognized for intangible assets during the six months ended June 30, 2025.

Current wording

Long-Lived Assets Impairment Loss. An impairment loss of $18.3 million was recognized for intangible assets during the nine months ended September 30, 2025.

Previous wording

Interest Expense, Net, and Other. Interest expense, net, and other was $23.7 million during the six months ended June 30, 2025 as compared to $32.3 million for the same period in 2024. The decrease was primarily due to a lower average debt outstanding balance during the six months ended June 30, 2025.

Current wording

Interest Expense, Net, and Other. Interest expense, net, and other was $33.3 million during the nine months ended September 30, 2025 as compared to $46.8 million for the same period in 2024. The decrease was primarily due to a lower average debt outstanding balance during the nine months ended September 30, 2025.

Previous wording

Income Tax Expense (Benefit). Income tax expense (benefit) was $(18.9) million for the three months ended June 30, 2025 as compared to $5.7 million for the same period in 2024, reflecting effective income tax rates of 14% and 26% for these periods, respectively. The decrease in the effective income tax rate was primarily attributable to a significant decline in income (loss) before income taxes year over year, mostly related to a goodwill impairment loss. Recognition of the impairment loss resulted in a $10.3 million tax expense which, due to the loss before income taxes, contributed to the year-over-year decline in the effective income tax rate. We currently estimate our annual effective tax rate to be approximately 13% for 2025. The 14% effective tax rate for the three months ended June 30, 2025 differs from our estimated annual effective tax rate of 13% primarily due to certain discrete tax benefits recognized during the three months ended June 30, 2025, in relation to loss before income taxes.

Current wording

Income Tax Expense (Benefit). Income tax expense (benefit) was $(8.9) million for the nine months ended September 30, 2025 as compared to $12.5 million for the same period in 2024, reflecting effective income tax rates of 9% and 24% for the nine months ended September 30, 2025 and 2024, respectively. The decrease in the effective income tax rate was primarily attributable to a significant decline in income (loss) before income taxes year over year, mostly related to a goodwill impairment loss, which resulted in tax expense of $11.0 million. Additionally, the goodwill disposal related to the sale of our Smart Square healthcare scheduling software resulted in tax expense of $5.5 million. Recognition of the goodwill impairment loss and the goodwill disposal together resulted in tax expense of $16.5 million, which due to the loss before income taxes, contributed to the year-over-year decline in the effective income tax rate.

Previous wording

As of June 30, 2025, (1) $70.0 million was drawn with $659.6 million of available credit under our $750.0 million secured revolving credit facility (the “Senior Credit Facility”), (2) the aggregate principal amount of our 4.625% senior notes due 2027 (the “2027 Notes”) outstanding was $500.0 million, and (3) the aggregate principal amount of our 4.000% senior notes due 2029 (the “2029 Notes”) outstanding was $350.0 million. We describe in further detail our Amended Credit Agreement (as defined below), under which the Senior Credit Facility is governed, the 2027 Notes, and the 2029 Notes in Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (8), Notes Payable and Credit Agreement” of our 2024 Annual Report.

Current wording

As of September 30, 2025, (1) no amount was drawn with $729.8 million of available credit under our $750.0 million secured revolving credit facility (the “Senior Credit Facility”), (2) the aggregate principal amount of our 4.625% senior notes due 2027 (the “2027 Notes”) outstanding was $500.0 million, and (3) the aggregate principal amount of our 4.000% senior notes due 2029 (the “2029 Notes”) outstanding was $350.0 million. We describe in further detail our Amended Credit Agreement (as defined below), under which the Senior Credit Facility is governed, the 2027 Notes, and the 2029 Notes in Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (8), Notes Payable and Credit Agreement” of our 2024 Annual Report.

Previous wording

As of June 30, 2025, the total of our contractual obligations under operating leases with initial terms in excess of one year was $46.4 million. We describe in further detail our operating lease arrangements in Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (5), Leases” of our 2024 Annual Report. We also have various obligations and working capital requirements, such as certain tax and legal matters, contingent consideration and other liabilities, that are recorded on our consolidated balance sheets. See additional information in the accompanying Note (7), “Fair Value Measurement,” Note (8), “Income Taxes,” Note (9), “Commitments and Contingencies,” and Note (10), “Balance Sheet Details.”

Current wording

As of September 30, 2025, the total of our contractual obligations under operating leases with initial terms in excess of one year was $44.8 million. We describe in further detail our operating lease arrangements in Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (5), Leases” of our 2024 Annual Report. We also have various obligations and working capital requirements, such as certain tax and legal matters, contingent consideration and other liabilities, that are recorded on our consolidated balance sheets. See additional information in the accompanying Note (7), “Fair Value Measurement,” Note (8), “Income Taxes,” Note (9), “Commitments and Contingencies,” and Note (10), “Balance Sheet Details.”

Previous wording

Net cash provided by operating activities for the six months ended June 30, 2025 was $171.2 million, compared to $180.9 million for the same period in 2024. The year-over-year decrease was primarily driven by an increase in accounts receivable and subcontractor receivables between periods of $87.1 million, reflecting a smaller reduction in receivables as compared to the prior year. The reduction in receivables was more significant in the prior year due to larger declines in revenue and associate vendor usage, as well as the timing of collections. In addition, net income (loss) excluding non-cash items decreased year over year by $58.8 million primarily due to lower segment operating income across our business.

Current wording

Net cash provided by operating activities for the nine months ended September 30, 2025 was $193.9 million, compared to $247.6 million for the same period in 2024. In the 2025 and 2024 periods, changes in accounts receivable and subcontractor receivables provided cash from operations of $59.2 million and $212.1 million, respectively, representing a reduction between periods of $152.9 million. The reduction in receivables was more significant in the prior year due to larger declines in revenue and associate vendor usage, as well as the timing of collections. In addition, net income (loss) excluding non-cash items decreased year over year by $57.5 million primarily due to lower segment operating income across our business.

Previous wording

The overall decrease in net cash provided by operating activities was partially offset by increases in other liabilities and deferred revenue between periods of $65.1 million and $6.8 million, respectively, primarily related to receipts of client deposits and upfront consideration for labor disruption services. Additionally, accounts payable and accrued expenses increased between periods by $53.1 million primarily due to a smaller reduction in subcontractor payables in the current year as a result of a larger decline in associate vendor usage in the prior year and timing of payments.

Current wording

The overall decrease in net cash provided by operating activities was partially offset by an increase in accounts payable and accrued expenses between periods of $120.5 million primarily due payment of the legal settlement amount for the Clarke matter in the prior year and a smaller reduction in subcontractor payables in the current year as a result of a larger decline in associate vendor usage in the prior year and timing of payments. Additionally, other liabilities increased between periods by $20.2 million primarily related to receipts of client deposits for labor disruption services.

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Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

On November 5, 2024, we entered into the fourth amendment to our credit agreement (the “Fourth Amendment”). The Fourth Amendment (together with the credit agreement as amended to such date, collectively, the “Amended Credit Agreement”) increased our consolidated net leverage ratio covenant for the year ending December 31, 2025.

Current report — wording carried from elsewhere

December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of adopting this standard on our disclosures.
Rearranged previous paragraphs (4)

Previous report — wording carried elsewhere

Goodwill Impairment Loss. A goodwill impairment loss of $109.5 million was recognized in the physician and leadership solutions segment during the three months ended June 30, 2025. See additional information in Note (6), “Goodwill and Identifiable Intangible Assets” to the accompanying financial statements.

Previous report — wording carried elsewhere

Long-Lived Assets Impairment Loss. An impairment loss of $18.3 million was recognized for intangible assets during the three months ended June 30, 2025. See additional information in Note (6), “Goodwill and Identifiable Intangible Assets” to the accompanying financial statements.

Previous report — wording carried elsewhere

Income Tax Expense (Benefit). Income tax expense (benefit) was $(17.6) million for the six months ended June 30, 2025 as compared to $11.7 million for the same period in 2024, reflecting effective income tax rates of 13% and 26% for the six months ended June 30, 2025 and 2024, respectively. The decrease in the effective income tax rate was primarily attributable to a significant decline in income (loss) before income taxes year over year, mostly related to a goodwill impairment loss.

Previous report — wording carried elsewhere

Recognition of the impairment loss resulted in a $10.3 million tax expense which, due to the loss before income taxes, contributed to the year-over-year decline in the effective income tax rate.