Biggest changeAs a result of the ACA, the uninsured population has declined significantly. If there is a rollback of aspects of the ACA, such as Medicaid expansion, it may lead to a reduction in demand for healthcare services and the demand for our services may decline.
Biggest changeIf there is a rollback of aspects of the ACA, such as Medicaid expansion, or expiration of subsidies, or changes to eligibility and enrollment rules or reduced access to tax credits, it may lead to a reduction in demand for healthcare services and the demand for our services may decline. 10 Table of Contents Since the healthcare regulatory landscape continues to evolve and because future legislative or administrative actions cannot be predicted, significant change or even prolonged uncertainty could negatively affect demand for our services, operating results and our overall business performance.
These covenants limit our ability to, among other things: 17 Table of Contents • incur or guarantee additional indebtedness or issue certain preferred equity, • pay dividends on, redeem, repurchase, or make distributions in respect of our capital stock, prepay, redeem, or repurchase certain debt or make other restricted payments, • make certain investments, • create, or permit to exist, certain liens, • sell assets, • enter into sale/leaseback transactions, • enter into agreements restricting restricted subsidiaries’ ability to pay dividends or make other payments, • consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets, • enter into certain transactions with affiliates, and • designate restricted subsidiaries as unrestricted subsidiaries.
These covenants limit our ability to, among other things: • incur or guarantee additional indebtedness or issue certain preferred equity, • pay dividends on, redeem, repurchase, or make distributions in respect of our capital stock, prepay, redeem, or repurchase certain debt or make other restricted payments, • make certain investments, • create, or permit to exist, certain liens, • sell assets, • enter into sale/leaseback transactions, • enter into agreements restricting restricted subsidiaries’ ability to pay dividends or make other payments, • consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets, • enter into certain transactions with affiliates, and • designate restricted subsidiaries as unrestricted subsidiaries.
In addition, the restrictive covenants in our credit agreement require us to maintain specified financial ratios and satisfy other financial condition tests. Although we were in compliance with the financial ratios and financial condition tests set forth in our credit agreement on December 31, 2024, we cannot provide assurance that we will continue to be.
In addition, the restrictive covenants in our credit agreement require us to maintain specified financial ratios and satisfy other financial condition tests. Although we were in compliance with the financial ratios and financial condition tests set forth in our credit agreement on December 31, 2025, we cannot provide assurance that we will continue to be.
With the 8 Table of Contents advent of technology and more sophisticated staffing management and recruitment processes, including internal “travel,” other healthcare staffing models, and the increasing adoption of AI technologies, clients may be able to successfully increase the efficiency and effectiveness of their internal staffing management and recruiting efforts, through more effective planning and analytic tools, internet- or social media-based recruiting or otherwise.
With the advent of technology and more sophisticated staffing management and recruitment processes, including internal “travel,” other healthcare staffing models, and the increasing adoption of AI technologies, clients may be able to successfully increase the efficiency and effectiveness of their internal staffing management and recruiting efforts, through more effective planning and analytic tools, internet- or social media-based recruiting or otherwise.
If that were to occur, we may further increase our allowance for expected credit losses and our days sales outstanding would be negatively affected. 9 Table of Contents If we are unable to anticipate and quickly respond to changing marketplace conditions, such as alternative modes of healthcare delivery, reimbursement and client needs, we may not remain competitive.
If that were to occur, we may further increase our allowance for expected credit losses and our days sales outstanding would be negatively affected. If we are unable to anticipate and quickly respond to changing marketplace conditions, such as alternative modes of healthcare delivery, reimbursement and client needs, we may not remain competitive.
However, the failure or inability to perform on the part of one or more of these critical partners has caused and could in the future cause disruptions and increased costs. We are also dependent on security measures that some of our third-party vendors and customers are taking to protect their own systems and infrastructures.
However, the failure or inability to perform on the part of one or more of these critical partners has caused and could in the future cause disruptions and increased costs. We are also dependent on security measures that some of our third-party vendors 15 Table of Contents and customers are taking to protect their own systems and infrastructures.
Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements— Note ( 4 ) , Goodwill and Identifiable Intangible Assets.” We may have additional impairment losses in connection with our periodic evaluation of our goodwill and intangible assets.
Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements— Note ( 5 ) , Goodwill and Identifiable Intangible Assets.” We may have additional impairment losses in connection with our periodic evaluation of our goodwill and intangible assets.
A reclassification of our locum tenens to employees from independent contractors could result in liability that would have a significant negative impact on our profitability for the period in which such reclassification was implemented, and would require changes to our payroll and 12 Table of Contents related business processes, which could be costly.
A reclassification of our locum tenens to employees from independent contractors could result in liability that would have a significant negative impact on our profitability for the period in which such reclassification was implemented, and would require changes to our payroll and related business processes, which could be costly.
Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may not immediately produce signs of intrusion, we may be unable to anticipate these incidents or techniques, timely discover them, or implement adequate preventative measures.
Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may not immediately produce signs of intrusion, we may be unable to 14 Table of Contents anticipate these incidents or techniques, timely discover them, or implement adequate preventative measures.
The risk factors described below qualify all forward-looking statements we make, including forward-looking statements within this section entitled “Risk Factors.” To develop and prioritize the following risk factors, we review risks to our business that are informed by our formal Enterprise Risk Management program, industry trends, the external market and financial environment as well as dialogue with leaders throughout our organization.
The risk factors described below qualify all forward-looking statements we make, including forward-looking statements within this section entitled “Risk Factors.” To develop and prioritize the following risk factors, we review risks to our business that are informed by our formal Enterprise Risk Management program, industry trends, the external market and financial environment as well as dialogue with 8 Table of Contents leaders throughout our organization.
We maintain various types of insurance coverage for many types of claims, including professional liability, errors and omissions, employment practices and cyber, through commercial insurance carriers and a wholly-owned captive insurance 11 Table of Contents company and for other claims such as wage and hour practices and competition actions, we are uninsured.
We maintain various types of insurance coverage for many types of claims, including professional liability, errors and omissions, employment practices and cyber, through commercial insurance carriers and a wholly-owned captive insurance company and for other claims such as wage and hour practices and competition actions, we are uninsured.
And in certain instances, our debt instruments may limit our ability to redeem or prepay some or all of the outstanding principal amount prior to maturity, or in other instances, require the payment of premium in excess of the principal amount.
And in certain instances, our debt instruments may limit 17 Table of Contents our ability to redeem or prepay some or all of the outstanding principal amount prior to maturity, or in other instances, require the payment of premium in excess of the principal amount.
In particular, our growth efforts place substantial additional demands on our management and other team members, as well as on our information, financial, administrative, compliance and operational systems. We may not be able to manage these demands successfully.
In particular, our growth efforts place substantial additional demands on our management and other team members, as well as on our information, financial, administrative, compliance and operational systems. We may not be able to manage these 16 Table of Contents demands successfully.
Roughly 35 states are part of the Enhanced Nurse Compact and over 20 states are part of the Physical Therapy Licensure Compact and Interstate Medical Compact Acts. A decline or change in interstate compact laws can impact our business.
Roughly 43 states are part of the Enhanced Nurse Compact and over 40 states are part of the Physical Therapy Licensure Compact and Interstate Medical Compact Acts. A decline or change in interstate compact laws can impact our business.
There also is a potential for intentional and deliberate attacks to our systems, including ransomware, that may lead to service interruptions, data corruption, data theft or data unavailability.
There also is a potential for intentional and deliberate attacks to our systems, including ransomware, that may lead to service interruptions, data corruption, data theft 13 Table of Contents or data unavailability.
Like all employers, we must also comply with various laws and regulations relating to employment and pay practices and from time to time may be subject to individual, representative and class action lawsuits related to alleged wage and hour violations under California and Federal law.
Like all employers, we must also comply with various laws and regulations relating to employment and pay practices and from time to time have been or may in the future be subject to individual, representative and class action lawsuits related to alleged wage and hour violations under California and Federal law.
Demand for staffing services is sensitive to changes in economic activity. Many healthcare facilities utilize temporary healthcare professionals to accommodate an increase in hospital admissions. Conversely, when hospital admissions decrease in economic downturns or periods of high inflation, due to reduced consumer spending, the demand for our temporary healthcare professionals typically declines.
Many healthcare facilities utilize temporary healthcare professionals to accommodate an increase in hospital admissions. Conversely, when hospital admissions decrease in economic downturns or periods of high inflation, due to reduced consumer spending, the demand for our temporary healthcare professionals typically declines.
The economic impact of the COVID-19 pandemic negatively impacted the financial condition of many hospitals and healthcare systems, and our clients continue to face cost pressures and in turn are looking to decrease expenses, including for contingent labor and other services.
The economic impact of the COVID-19 pandemic negatively impacted the financial condition of many hospitals and healthcare systems, and our clients continue to face cost pressures and in turn are looking to decrease expenses, including for contingent labor and other services. Demand for our services has been and may in the future be impacted by these cost pressures.
For example, Kaiser Foundation Hospitals (and its affiliates) (collectively, “Kaiser”) comprised approximately 16% of our consolidated revenue in 2024.
For example, Kaiser Foundation Hospitals (and its affiliates) (collectively, “Kaiser”) comprised approximately 22% of our consolidated revenue in 2025.
The loss of key officers and management personnel could adversely affect our business and operating results. We believe that the success of our business strategy and our ability to maintain our recent levels of profitability depends on the continued employment of our senior executive team.
The loss of key officers and management personnel could adversely affect our business and operating results. We believe that the success of our business strategy and our ability to maintain our recent levels of profitability depends on the continued employment of our senior executive team. All of our executive officers are employees at will with standard severance agreements.
We determine the adequacy of our accruals by evaluating legal matters, our historical experience and trends, related to both insurance claims and payments, information provided to us by our insurance brokers, attorneys, third-party administrators and actuarial firms as well as industry experience and trends.
We determine the adequacy of our accruals by evaluating legal matters, our historical experience and trends, related to both insurance claims and payments, information provided to us by our insurance brokers, attorneys, third-party administrators and actuarial firms as well as industry experience and trends. If such information collectively indicates that our accruals are understated, we provide for additional accruals.
In the ordinary course of our business, we collect and store sensitive data, such as our proprietary business information and that of our clients as well as personally identifiable information of our healthcare professionals and team members, including full names, social security numbers, addresses, birth dates and payroll-related information, in our data centers, on our networks and in hosted SaaS-based solutions provided by third parties.
In the ordinary course of our business, we collect and store sensitive data, such as our proprietary business information and that of our clients as well as personally identifiable information of our healthcare professionals and team members in our data centers, on our networks and in hosted SaaS-based solutions provided by third parties.
As of December 31, 2024, our total indebtedness, net of unamortized fees and premium, equaled $1,055.9 million.
As of December 31, 2025, our total indebtedness, net of unamortized fees and premium, equaled $767.1 million.
The Company’s use of AI may also lead to novel and urgent cybersecurity risks, including access to or the misuse of personal data. 14 Table of Contents Any such access, disclosure or other loss of information could (1) result in legal claims or proceedings, liability under laws that protect the privacy of personal information and regulatory penalties, (2) disrupt our operations and the services we provide to our clients and (3) damage our reputation, any of which could adversely affect our profitability, revenue and competitive position.
Any such access, disclosure or other loss of information could (1) result in legal claims or proceedings, liability under laws that protect the privacy of personal information and regulatory penalties, (2) disrupt our operations and the services we provide to our clients and (3) damage our reputation, any of which could adversely affect our profitability, revenue and competitive position.
If we are unable to anticipate changing marketplace conditions, adapt our current business model to adequately meet changing conditions in the healthcare industry and develop and successfully implement innovative services, we may not remain competitive. Consolidation of healthcare delivery organizations could negatively affect pricing of our services and increase our concentration risk.
If we are unable to anticipate changing marketplace conditions, adapt our current business model to adequately meet changing conditions in the healthcare industry and develop and successfully implement innovative services, we may not remain competitive.
Visa retrogression, where the date(s) that determine availability for applying for a visa are moved to a later date, has had and may in the future have a negative impact on our international nursing volumes. Additionally, other changes in immigration policy, laws and processes could negatively impact our financial performance.
Visa retrogression, where the date(s) that determine availability for applying for a visa are moved to a later date, has had and may in the future have a negative impact on our international nursing volumes.
All of our executive officers are employees at will with standard 15 Table of Contents severance agreements. If members of our executive team become unable or unwilling to continue in their present positions, our business and financial results could be adversely affected. Our inability to maintain our positive brand awareness and identity may adversely affect our results of operations.
If members of our executive team become unable or unwilling to continue in their present positions, our business and financial results could be adversely affected. Our inability to maintain our positive brand awareness and identity may adversely affect our results of operations.
If our current or planned systems do not adequately support our operations, are damaged or disrupted or if we are unable to replace, repair, maintain or expand them, it may adversely affect our business operations and our profitability.
If our current or planned systems do not adequately support our operations, are damaged or disrupted or if we are unable to replace, repair, maintain or expand them, it may adversely affect our business operations and our profitability. Our business could be harmed if we fail to further develop and evolve our current talent solutions technology offerings and capabilities.
If we identify an impairment, we record a non-cash charge to earnings. During the year ended December 31, 2024, we recognized goodwill impairment losses totaling $222.5 million. See additional information in “Item 8.
If we identify an impairment, we record a non-cash charge to earnings. During the year ended December 31, 2025, we recognized a goodwill impairment loss totaling $109.5 million and a long-lived assets impairment loss totaling $18.3 million . See additional information in “Item 8.
Consolidation of healthcare delivery organizations provides them with greater leverage in negotiating pricing for services. Consolidations may also result in us losing our ability to work with certain clients because the party acquiring or consolidating with our client may have a previously established service provider they elect to maintain.
Consolidations may also result in us losing our ability to work with certain clients because the party acquiring or consolidating with our client may have a previously established service provider they elect to maintain.
If this occurs, it could increase our employee costs and expenses and could negatively impact our profitability. In addition, Federal or state taxing authorities may take the position that locum tenens are employees exposing us to additional wage and insurance claims and employment and payroll-related taxes.
In addition, Federal or state taxing authorities may take the position that locum tenens are employees exposing us to additional wage and insurance claims and employment and payroll-related taxes.
As we incorporate AI and machine learning into our business there are uncertainties in the legal regulatory regime relating to AI that may require significant resources to modify and maintain our business practices to comply with U.S. and non-U.S. laws, the nature of which cannot be determined at this time.
While we believe that our business practices, including pricing and competitive conduct, comply with all applicable laws and regulations, we may nonetheless be subject to inquiries, claims or investigations which could negatively impact our reputation and business. 11 Table of Contents As we incorporate AI and machine learning into our business there are uncertainties in the legal regulatory regime relating to AI that may require significant resources to modify and maintain our business practices to comply with U.S. and non-U.S. laws, the nature of which cannot be determined at this time.
As our business continues to evolve and we provide a wider range of services, we will become increasingly dependent upon our employees, particularly those operating in business environments less familiar to us.
As our business continues to evolve and we provide a wider range of services, we will become increasingly dependent upon our employees, particularly those operating in business environments less familiar to us. Failure to identify, hire, train and retain talented employees who share our values could have a negative effect on our reputation and our business.
The performance, reliability and security of our technology-enabled services, including our language interpretation services and SaaS-based technologies, such as AMN Language Services, ShiftWise Flex, Medefis, b4health, and Avantas Smart Square are critical to such offerings’ operations, reputation and ability to attract new clients. Some of our clients rely on our SaaS-based technologies to perform certain of their operational functions.
The performance, reliability and security of our technology-enabled services, including our language interpretation services and SaaS-based technologies, such as AMN Language Services, ShiftWise Flex, Medefis, and b4health, our Event Management System and clinician facing app, AMN Passport, are critical to such offerings’ operations, reputation and ability to attract new clients and clinicians.
Accordingly, any degradation, errors, defects, disruptions or other performance problems with our SaaS-based technologies could damage our or our clients’ operations and reputations and negatively affect our business. If any of these problems occur, our clients may, among other things, terminate their agreements with us or make indemnification or other claims against us, which may also negatively affect us.
If any of these problems occur, our clients may, among other things, terminate their agreements with us or make indemnification or other claims against us, which may also negatively affect us.
Failure to identify, hire, train and retain talented employees who share our values could have a negative effect on our reputation and our business. 16 Table of Contents The demands that our current and future growth place on our people and systems, controls, compliance efforts, policies and procedures may exceed the benefits of such growth, and our operating results may suffer, at least in the short-term, and perhaps in the long-term.
The demands that our current and future growth place on our people and systems, controls, compliance efforts, policies and procedures may exceed the benefits of such growth, and our operating results may suffer, at least in the short-term, and perhaps in the long-term.
This may require the acquisition of equipment and software and the development of new proprietary software and capabilities, either internally or through independent consultants, which may require significant investment of capital.
To achieve our strategic objectives and to remain competitive, we must continue to develop and enhance our talent solutions technology offerings and capabilities. This may require the acquisition of equipment and software and the development of new proprietary software and capabilities, either internally or through independent consultants, which may require significant investment of capital.
The COVID-19 pandemic disrupted, and any other future outbreak of illness or other public health crises or reemergence or future strain of COVID-19 may also disrupt, our operations due to the unavailability of our corporate team members or healthcare professionals due to illness, risk of illness, quarantines, travel restrictions, vaccine mandates or other factors that limit our existing or potential workforce and pool of candidates.
Pandemic-related disruptions also affected our operations due to the unavailability of our corporate team members or healthcare professionals caused by illness, quarantines, travel restrictions, vaccine mandates and other factors that limited our workforce and pool of candidates. Similar challenges could arise in future public health crises.
Certain state laws regarding classification of independent contractors have been modified in the past few years and as a result, we have altered our classification of certain locum tenens providers in certain instances. Other states and/or the Federal government may choose to adopt similar restrictions that may require us to expand our employee classifications for locum tenens.
Certain state laws regarding classification of independent contractors have been modified in the past few years and as a result, we have altered our 12 Table of Contents classification of certain locum tenens providers in certain instances.
In a situation such as ransomware attack, our access to critical business information and ability to conduct business may be interrupted or impaired. Further, unauthorized use or misuse of AI by the Company’s employees, vendors or others may result in disclosure of confidential Company and customer data.
In a situation such as ransomware attack, our access to critical business information and ability to conduct business may be interrupted or impaired.
Additionally, outbreaks of illness, public health crises or reemergence or future strain of COVID-19 could occur and may have similar or even more significant impact on our business. Economic downturns, inflation and slow recoveries could result in less demand from clients and pricing pressure that could negatively impact our financial condition.
Additionally, outbreaks of illness, public health crises or reemergence or future strain of COVID-19 could occur and may have similar or even more significant impact on our business. The repeal of or changes to the Patient Protection and Affordable Care Act (“ACA”) may negatively affect the demand for our services.
In addition, we have and may in the future experience negative financial effects related a pandemic or other future outbreaks of illness due to higher workers’ compensation and health insurance costs, for which we are largely self-insured, and payroll costs associated with quarantine of our healthcare professionals.
In addition, we have incurred and may in the future incur higher workers’ compensation and health insurance costs, for which we are largely self-insured, along with increased payroll costs related to quarantines. We may also be subject to claims regarding the health and safety of our healthcare professionals and our corporate team members in such circumstances.
Initially, in 2020, demand for some temporary healthcare professionals and services decreased as the demand for non-essential and elective healthcare was initially negatively impacted by the COVID-19 pandemic. As the pandemic subsided, demand and bill rates, especially in our nurse and allied solutions businesses, decreased from the levels seen during the pandemic.
Initially, demand for some temporary healthcare professionals and services declined as non-essential and elective healthcare was postponed. As the pandemic progressed, demand and bill rates, particularly in our nurse and allied solutions businesses, rose sharply and then declined. The subsequent decline in demand and bill rates negatively affected our revenue, financial condition, and results of operations.
In addition, our inability to establish relationships with these intermediaries may result in us losing our ability to work with certain healthcare facilities.
In addition, our inability to establish relationships with these intermediaries may result in us losing our ability to work with certain healthcare facilities. The widespread outbreak of illness or other public health crisis could have an adverse effect on our business, financial condition and results of operations .
We could be negatively affected by the widespread outbreak of an illness or any other public health crisis. The COVID-19 pandemic negatively impacted the global economy and created significant volatility and disruption of financial markets. Demand for our staffing services and workforce technology solutions fluctuated over the course of the COVID-19 pandemic.
Public health crises have adversely affected our business in the past and could negatively impact our business again in the future. The COVID-19 pandemic significantly disrupted the global economy and financial markets and its effects materially impacted demand for our staffing services and workforce technology solutions.
This may lead to claims and investigations into pricing and competitive conduct in the healthcare staffing industry. While we believe that our business practices, including pricing and competitive conduct, comply with all applicable laws and regulations, we may nonetheless be subject to inquiries, claims or investigations which could negatively impact our reputation and business.
This may lead to claims and investigations into pricing and competitive conduct in the healthcare staffing industry.
If such information collectively indicates that our accruals are understated, we provide for additional accruals; a significant increase to these accruals would decrease our earnings.
A significant increase to these accruals would decrease our earnings. 18 Table of Contents