Skip to main content

AMN HEALTHCARE SERVICES INC

For the period ended Mar 31, 2026. Filed May 8, 2026.

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.

Mar 31, 2026 · Filed May 8, 2026

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

0001628280-25-050362

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

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-08.

0001628280-26-032419

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 134 previous paragraphs and 96 current paragraphs.

63 unchanged; 24 reworded; 9 added; 40 removed; 7 previous and 0 current paragraphs rearranged.

Tables are not compared: 11 previous and 6 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 (9)

Current report

In states where healthcare professionals have union representation, clients value the Company’s ability to support them through labor disruption events. Strategic clients expect the Company to support them as part of building long-term partnerships. Even if somewhat recurrent over the long term, labor disruption events are unpredictable and have driven spikes in demand and related financial outcomes when they happen.

Current report

During the first quarter, the nurse and allied solutions segment experienced substantial labor disruption staffing activity. We supplied thousands of clinicians to enable clients to maintain continuity of care amid multiple simultaneous large scale labor disruption events. Investments in technology and processes over several years enabled the Company to effectively meet client needs throughout extended events during the quarter. The travel nurse division was also affected by these labor disruptions, resulting in heightened demand for rapid response nurses at elevated bill rates. While demand for travel nurses decreased compared to the prior year, the percentage of orders filled increased, and traveler volume was higher than prior year. The international nurse business continued its sequential growth in the first quarter with recent visa bulletins increasing our number of visa-eligible candidates to be placed. Allied staffing experienced sequential increases in demand during the first quarter, consistent with the previous year, with volume demonstrating growth both sequentially and year over year.

Current report

In our physician and leadership solutions segment, demand for our locum tenens staffing business in the first quarter increased slightly from prior year but decreased sequentially. Certified registered nurse anesthetists (CRNAs) continue to be the largest specialty for our locum tenens staffing business. Revenue per day filled increased in the first quarter as compared to the prior year but was down sequentially. Days filled were lower compared to both prior year and prior quarter. Demand for our search business in the first quarter was lower compared to prior year and prior quarter, although search revenue increased from the prior year. Demand for interim leadership was higher compared to prior year but lower sequentially. Both businesses have been impacted by healthcare organizations deferring hiring decisions or increasing insourcing.

Current report

Nurse and allied solutions segment revenue increased 173% to $1,127.3 million for the three months ended March 31, 2026 from $413.3 million for the same period in 2025. The $714.0 million increase was primarily attributable to a $683.0 million increase in labor disruption revenue from multiple large scale labor disruption events that we supported in the current quarter, a $21.0 million increase driven by a 6% increase in the average bill rate and an $10.0 million increase driven by a 3% increase in the average number of travelers on assignment.

Current report

Technology and workforce solutions segment revenue decreased 15% to $87.1 million for the three months ended March 31, 2026 from $102.2 million for the same period in 2025. The $15.1 million decrease was primarily attributable to declines in our ongoing businesses and a service line divestiture. Revenue for our VMS business declined $3.5 million (or 18%) due to lower staffing utilization on the platforms along with several client losses. Our language services business declined $6.0 million (or 8%) primarily due to lower pricing, and our other technology business declined $4.4 million (or 100%) primarily due to the sale of our Smart Square scheduling software in the third quarter of 2025.

Current report

Net cash provided by operating activities for the three months ended March 31, 2026 was $562.5 million, compared to $92.7 million for the same period in 2025. The increase in net cash provided by operations was primarily attributable to (1) an increase in other liabilities between periods of $380.5 million primarily related to receipts of client deposits and related reserves, (2) a year-over-year increase in net income (loss) excluding non-cash items of $107.4 million primarily due to higher segment operating income in our nurse and allied solutions segment, (3) an increase in accrued compensation and benefits between periods of $41.0 million primarily related to our labor disruption services, and (4) an increase in accounts payable and accrued expenses between periods of $25.8 million primarily due to the timing of payments.

Current report

The overall increase in net cash provided by operating activities was partially offset by (1) an increase in other current assets between periods of $45.2 million primarily due to subcontractor deposits related to labor disruption services in the current year and (2) an increase in accounts receivable and subcontractor receivables between periods of $41.6 million primarily due to the timing of collections.

Current report

In September 2025, the FASB issued ASU 2025-06, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software”. The new guidance removed prescriptive and sequential software development stages, requires public entities to capitalize internal-use software costs with management authorization and allows the probability that the software will be completed and used for its intended function. This standard is effective on a prospective basis for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of adopting this standard on our consolidated financial statements and disclosures.

Current report

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements”. The ASU clarifies interim disclosure requirements and the applicability of Topic 270. The amendment of current guidance provides further clarity about the current interim disclosure requirements. This standard is effective on either a prospective or retrospective basis for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of adopting this standard on our consolidated financial statements and disclosures.
Removed paragraphs (40)

Previous report

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 report

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 report

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 report

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 report

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 report

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 report

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 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.

Previous report

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 report

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 report

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 report

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 report

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 report

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 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.

Previous report

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 report

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 report

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 report

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 report

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.

Previous 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.

Previous 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:

Previous 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

Previous 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.

Previous 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.

Previous 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.

Previous report

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

Previous report

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

Previous report

•incur or guarantee additional indebtedness or issue preferred stock;

Previous report

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

Previous report

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

Previous 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.

Previous 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.

Previous report

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which is intended to enhance the transparency and decision-usefulness of income tax disclosures. The new guidance addresses investor requests for enhanced income tax information primarily through requiring disclosure of additional information about and further disaggregation of the rate reconciliation and income taxes paid. This standard is effective on a prospective basis for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of adopting this standard on our disclosures.
Reworded paragraphs (24)

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 and 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, language services, revenue cycle solutions, labor disruption 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 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.

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 March 31, 2026, we recorded revenue of $1,378.4 million, as compared to $689.5 million for the same period last year.

Previous 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.

Current wording

Nurse and allied solutions segment revenue comprised 82% and 60%of total consolidated revenue for the three months ended March 31, 2026 and 2025, 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 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.

Current wording

Physician and leadership solutions segment revenue comprised 12% and 25% of total consolidated revenue for the three months ended March 31, 2026 and 2025, 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 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.

Current wording

Technology and workforce solutions segment revenue comprised 6%and 15% of total consolidated revenue for the three months ended March 31, 2026 and 2025, 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

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.

Current wording

In our technology and workforce solutions segment, first quarter minutes in our language services business were slightly down as compared to prior year and slightly up as compared to prior quarter. 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.

Previous 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:

Current wording

Revenue. Revenue increased 100% to $1,378.4 million for the three months ended March 31, 2026 from $689.5 million for the same period in 2025, attributable to higher revenue in our nurse and allied solutions segment. Revenue broken down among the reportable segments is as follows:

Previous 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.

Current wording

Physician and leadership solutions segment revenue decreased 6% to $163.9 million for the three months ended March 31, 2026 from $174.1 million for the same period in 2025. The $10.2 million decrease was primarily attributable to a decline in revenue in our locum tenens business of $9.7 million (or 7%) due to a $12.9 million decline driven by a 9% decrease in the number of days filled, partially offset by a $3.2 million increase driven by a 3% increase in the revenue per day filled.

Previous 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.

Current wording

For the three months ended March 31, 2026 and 2025, revenue under our MSP arrangements comprised approximately 74% and 44% of consolidated revenue, 88% and 65% of nurse and allied solutions segment revenue, 18% and 18% of physician and leadership solutions segment revenue, and 1% 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 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:

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, increased 105% to $1,009.5 million for the three months ended March 31, 2026 from $491.4 million for the same period in 2025. The $518.1 million increase was primarily attributable to the increase 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 $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.

Current wording

The increase in our nurse and allied solutions segment was primarily attributable to a $520.2 million increase in clinician pay package costs, including housing, travel and allowances, primarily due to the increase in labor disruption activities.

Previous 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:

Current wording

Gross Profit. Gross profit increased 86% to $368.8 million for the three months ended March 31, 2026 from $198.1 million for the same period in 2025, representing gross margins of 26.8% and 28.7%, respectively. The decline in consolidated gross margin for the three months ended March 31, 2026, as compared to the same period in 2025, was primarily due to (1) a lower margin in our physician and leadership solutions segment driven by increases in sales reserve and allowances and (2) a lower margin in our technology and workforce solutions segment primarily due to lower bill rates in our language services business due to increased market competition, a shift in sales mix resulting from reduced revenue in our higher-margin VMS business, and the sale of our Smart Square scheduling software. The overall decrease was partially offset by a revenue mix shift to higher margin labor disruption business in our nurse and allied solutions segment. Gross margin by reportable segment for the three months ended March 31, 2026 and 2025 was 25.1% and 22.7% for nurse and allied solutions, 26.1% and 27.3% for physician and leadership solutions, and 50.0% and 55.5% 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 $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:

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 $218.4 million, representing 15.8% of revenue, for the three months ended March 31, 2026, as compared to $147.7 million, representing 21.4% of revenue, for the same period in 2025. The increase in SG&A expenses was primarily due to a $45.4 million increase in employee compensation and benefits (inclusive of share-based compensation) and a $17.0 million increase in other expenses primarily in support of the large labor disruption events in the quarter. 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 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.

Current wording

Depreciation and Amortization Expenses. Amortization expense decreased 8% to $17.9 million for the three months ended March 31, 2026 from $19.4 million for the same period in 2025, primarily attributable to having more intangible assets fully amortized during the three months ended March 31, 2026. Depreciation expense (exclusive of depreciation included in cost of revenue) decreased 17% to $15.3 million for the three months ended March 31, 2026 from $18.5 million for the same period in 2025, primarily attributable to the mix of depreciable assets and their useful lives. Additionally, $2.4 million and $2.0 million of depreciation expense for our language services business is included in cost of revenue for the three months ended March 31, 2026 and 2025, respectively.

Previous 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.

Current wording

Interest Expense, Net, and Other. Interest expense, net, and other was $6.7 million during the three months ended March 31, 2026 as compared to $12.3 million for the same period in 2025. The decrease was primarily due to a lower average debt outstanding balance, as well as interest income earned on excess cash during the three months ended March 31, 2026.

Previous wording

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 wording

Income Tax Expense. Income tax expense was $48.3 million for the three months ended March 31, 2026 as compared to $1.3 million for the same period in 2025, reflecting effective income tax rates of 44% and 697% for these periods, respectively. The decrease in the effective income tax rate wasprimarily attributable to the recognition of$2.6 million of net discrete tax expense during the three months ended March 31, 2026 compared to a $1.3 million net discrete tax expense during the same period in 2025, in relation to income before income taxes of $110.5 million and $0.2 million for the three months ended March 31, 2026 and 2025, respectively. We currently estimate our annual effective tax rate to be approximately 46% for 2026. The 44% effective tax rate for the three months ended March 31, 2026 differs from our estimated annual effective tax rate of 46% primarily due to certain discrete tax expenses recognized during the three months ended March 31, 2026, in relation toincome before income taxes.

Previous 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.

Current wording

As of March 31, 2026, (1) no amount was drawn with $429.8 million of available credit under our $450.0 million secured revolving credit facility (the “Senior Credit Facility”), (2) the aggregate principal amount of our 4.000% senior notes due 2029 (the “2029 Notes”) outstanding was $350.0 million, and (3) the aggregate principal amount of our 6.500% senior notes due 2031 (the “2031 Notes”) outstanding was $400.0 million. We describe in further detail our Amended Credit Agreement (as defined below), under which the Senior Credit Facility is governed, the 2029 Notes, and the 2031 Notes in Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (9), Notes Payable and Credit Agreement” of our 2025 Annual Report.

Previous 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.”

Current wording

As of March 31, 2026, the total of our contractual obligations under operating leases with initial terms in excess of one year was $40.1 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 (6), Leases” of our 2025 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 (6), “Fair Value Measurement,” Note (7), “Income Taxes,” Note (8), “Commitments and Contingencies,” and Note (9), “Balance Sheet Details.”

Previous wording

Our Days Sales Outstanding (“DSO”) was 57 days as of September 30, 2025, 55 days as of December 31, 2024, and 60 days as of September 30, 2024.

Current wording

Our Days Sales Outstanding (“DSO”) was 26 days as of March 31, 2026, 47 days as of December 31, 2025, and 55 days as of March 31, 2025; excluding our labor disruption business, DSO was 54 days, 56 days and 58 days, respectively.

Previous wording

Net cash provided by investing activities for the nine months ended September 30, 2025 was $12.4 million, compared to net cash used in investing activities of $65.7 million for the same period in 2024. The change was primarily due to (1) proceeds from sale of disposal group of $65.3 million during the nine months ended September 30, 2025, (2) capital expenditures of $27.7 million for the nine months ended September 30, 2025, as compared to $64.7 million for the nine months ended September 30, 2024, (3) a net purchase of investments of $25.3 million during the nine months ended September 30, 2025, as compared to net proceeds of $5.7 million during the nine months ended September 30, 2024, and (4) $6.1 million of payments to fund the deferred compensation plan that were offset with $6.1 million of proceeds from settlements of company-owned life insurance policies during the nine months ended September 30, 2025, as compared to $8.4 million of payments during the nine months ended September 30, 2024.

Current wording

Net cash used in investing activities for the three months ended March 31, 2026 was $7.5 million, compared to net cash used in investing activities of $26.0 million for the same period in 2025. The decrease was primarily due to a net purchase of investments of $0.3 million during the three months ended March 31, 2026, as compared to a net purchase of $14.5 million during the three months ended March 31, 2025. In addition, capital expenditures were $7.2 million and $10.0 million for the three months ended March 31, 2026 and 2025, respectively.

Previous wording

Net cash used in financing activities during the nine months ended September 30, 2025 was $212.7 million, due to repayments of $285.0 million under the Senior Credit Facility and $1.7 million in cash paid for shares withheld for payroll taxes resulting from the vesting of employee equity awards, partially offset by borrowings of $75.0 million under the Senior Credit Facility. Net cash used in financing activities during the nine months ended September 30, 2024 was $179.6 million, due to repayments of $260.0 million under the Senior Credit Facility and $4.6 million in cash paid for shares withheld for payroll taxes resulting from the vesting of employee equity awards, partially offset by borrowings of $85.0 million under the Senior Credit Facility.

Current wording

Net cash used in financing activities during the three months ended March 31, 2026 was $27.1 million, due to repayments of $25.0 million under the Senior Credit Facility and $2.1 million in cash paid for shares withheld for payroll taxes resulting from the vesting of employee equity awards. Net cash used in financing activities during the three months ended March 31, 2025 was $61.2 million, due to repayments of $95.0 million under the Senior Credit Facility and $1.2 million in cash paid for shares withheld for payroll taxes resulting from the vesting of employee equity awards, partially offset by borrowings of $35.0 million under the Senior Credit Facility.

Previous wording

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 wording

On October 6, 2025, we entered into the fifth amendment to our credit agreement (the “Fifth Amendment”). The Fifth Amendment (together with the credit agreement as amended to such date, collectively, the “Amended Credit Agreement”) 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.

Previous wording

At September 30, 2025, we maintained outstanding standby letters of credit totaling $20.8 million as collateral in relation to our workers’ compensation insurance agreements and a corporate office lease agreement. Of the $20.8 million of outstanding letters of credit, we have collateralized approximately $0.7 million in cash and cash equivalents and the remaining approximately $20.2 million is collateralized by the Senior Credit Facility. Outstanding standby letters of credit at December 31, 2024 totaled $20.9 million.

Current wording

At March 31, 2026, we maintained outstanding standby letters of credit totaling $20.8 million as collateral in relation to our workers’ compensation insurance agreements and a corporate office lease agreement. Of the $20.8 million of outstanding letters of credit, we have collateralized approximately $0.7 million in cash and cash equivalents and the remaining approximately $20.2 million is collateralized by the Senior Credit Facility. Outstanding standby letters of credit at December 31, 2025 totaled $20.8 million.

Previous wording

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which is intended to improve disclosures about the expenses of public entities. The new guidance requires more detailed information about the types of expenses in commonly presented expense captions (such as cost of sales and selling, general, and administrative expenses) and requires public entities to disclose, on an annual and interim basis, the amounts of expenses included in each relevant expense caption presented on the face of the income statement within continuing operations, in a tabular format. Additionally, public entities will be required to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, the total amount of selling expenses and, in annual reporting periods, the definition of selling expenses. This standard is effective on either a prospective or retrospective basis for fiscal years beginning after

Current wording

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”. The guidance requires public entities to disclose, in the notes to the financial statement, a disaggregation of certain expense categories that are included within the line items presented on the face of income statements, on an annual and interim basis. This standard is effective on either a prospective or retrospective basis for fiscal years beginning after 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 (7)

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

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 report — wording carried elsewhere

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 report — wording carried elsewhere

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 report — wording carried elsewhere

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 report — wording carried 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.

Previous report — wording carried 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.