AMN HEALTHCARE SERVICES INC AMN

38% shingled-prose overlap between the two filings.

2025: 85,920 chars · 2026: 82,828 chars

• Committee Report:66% overlap (520 → 520 chars)
• Pay Ratio (Item 402(u)):21% overlap (632 → 1,729 chars)
• Say-on-Pay proposal:81% overlap (1,089 → 1,078 chars)

• new​ 53 ​ ​ Executive Summary ​ ​ 55 ​ ​ Our Executive Compensation Program Philosophy and Objectives ​ ​ 61 ​ ​ Principal Components of our Compensation Program ​ ​ 64 ​ ​ Our Compensation Determination Process ​
• new​ 66 ​ ​ Our 2025 Compensation Program and Results ​ ​ 71 ​ ​ Additional Compensation Practices ​ ​ 74 ​ ​ Our 2026 Executive Compensation Program ​
• changedThis Compensation Discussion and Analysis (the “CD&A”) provides a detailed description of the compensation objectives, philosophy, design, practices, and programs for our named executive officers, and we listed those who served in this capacity during the 2025 2024fiscal year below.
• newExecutive Summary Following two years of unprecedented contraction, the healthcare staffing market began to see signs of stabilization in the beginning of 2025 across most of our businesses.
• newHowever, after a strong start to the year, we experienced a sharp decline in demand in the second quarter amidst uncertainty around federal policy changes, impacting our staffing solutions and curtailing growth in the language services market for the first time since we acquired the business.
• newStrong competitive pressures, coupled with clients’ continued focus on cost savings and slowed decision-making process in the face of an uncertain regulatory and reimbursement environment, resulted in challenges which were reflected in our fiscal 2025 financial results and ultimately our total shareholder return.
• new▪ blacklining:none; Revenue declined by 8% ​ ▪ blacklining:none; Net loss decreased by 35% ​ ▪ blacklining:none; Consolidated Adjusted EBITDA declined by 29% ​ ▪ blacklining:none; Total shareholder return in 2025 was -34% ​ Under the leadership of our Chief Executive Officer, Cary Grace, who was appointed in late 2022, we entered the third year of operationalizing our strategy to transform our company and position ourselves to deliver value to clients who are choosing tech-enabled workforce solutions.
• newThis strategy showed signs of traction as reflected in SIA’s 2024 market share rankings, which showed that AMN retained market share in travel nurse and allied while gaining share due to acquisition in locum tenens.
• newDespite a challenging industry environment, our growth strategy to serve all market channels progressed throughout 2025, supported by our WorkWise technology platform.
• new54 | AMN Healthcare
• newThe Board of Directors, CEO, and the executive leadership team took decisive action in 2025 in response to changes in market conditions to be able to more effectively compete as our industry begins to transition from recovery to growth.
• new​ ​ AMN’s Response to Market Conditions on our Business ​ ​ ​ ​ Delivered on Our Value Proposition ​ ​ ​ ​ ▪ blacklining:none; Our performance on client retention was strong in 2025, and our latest net promoter scores were significantly improved from last year.
• newOur aggressive plan to improve technology, processes, and customer focus paid off with a 700 basis point year-over-year improvement in client satisfaction.
• new​ ▪ blacklining:none; We expanded the delivery of our value proposition with service line expansions to current clients and also doubled our vendor-neutral direct internal fill rate year-over-year.
• new​ ▪ blacklining:none; In response to the anticipation of our client’s increased need for staffing and logistical support in crisis situations, we developed and deployed a fully integrated platform that supports large-scale labor disruption events by coordinating end-to-end operational workflows across recruitment, scheduling, credentialing, logistics, and supplier management.
• new​ ▪ blacklining:none; As of December 31, 2025, we had $3.3 billion spend under management.
• new​ ​ ​ ​ ​ Invested in Innovation ​ ​ ​ ​ ▪ blacklining:none; We advanced our digital strategy and achieved productivity gains in our core staffing businesses.
• newIn our top-rated clinician app, AMN Passport, we launched Locums for scheduling and time/expense management.
• newWe also surpassed 340,000 registered users on Passport by the end of the year, and nearly a third of Nurse and Allied bookings are now aided by the Passport app.
• new​ ▪ blacklining:none; We achieved full client adoption of ShiftWise Flex, our cloud-based, next-generation VMS, which empowers our clients with real-time market insights while enhancing ease of use for our clinicians via seamless Passport integration.
• new​ ​ ​ ​ ​ Sustained Financial Discipline ​ ​ ​ ​ ▪ blacklining:none; Despite the continued industry-wide challenges, AMN has differentiated itself in many ways this year, including from a financial perspective.
• newWe generated $2.73 billion in revenue and adjusted EBITDA of $234 million in 2025 and reduced our debt balance by $285 million, including $100 million reduction of our senior notes in conjunction with our note refinancing.
• new(1) ​ ▪ blacklining:none; We completed a debt refinancing transaction that strengthened our financial position and improved our corporate debt rating.
• newOur earliest debt expiration was extended out to 2029, our revolver was downsized to reduce carrying cost, and its debt leverage covenant increased to give us more operating flexibility.
• changed​ ​ ​ ​ ​ Impact of Market Conditions on AMN’s Compensation ​ ​ ​ ​ ▪ •blacklining:none; Incentive plan payouts reflected the challenging market environment and our performance.
• new​ ◦ blacklining:none; The decline in stock price over recent years is reflected in the 69% decrease in realizable pay versus target pay for our CEO from when she was hired in late 2022 through 2025, and an average decrease of 51% for our NEOs from 2023 (or the date they were hired, if more recent) through 2025.
• new​ ◦ blacklining:none; 2023 PRSUs had a 0% payout for the TSR component and a 0% payout for the Adjusted EBITDA component, compared to a target amount of $2.86 million for our CEO.
• changed​ ◦ blacklining:none; 2025 blacklining:none;2024Bonus payouts for our executives ranged from 87% 35%of target for the CEO to an average of 91% 50%of target for the other named executive officers (our adjusted EBITDA target was established at the beginning of 2025, resulted 2024andnoadjustmentsweremadetoourtarget,resultingin an 85% a0%payout for the financial component which makes up 70% of our executive’s total target bonus).
• new​ ​ ​ ​ ​ Executive Compensation Program Alignment with Business Priorities ​ ​ ​ ​ ▪ blacklining:none; Cash Compensation: Base salary and bonus target for our CEO were held flat in 2023, 2024, and 2025, and base salaries and bonus targets for all of our named executive officers were held flat in 2025 given the difficult operating environment.
• new​ ▪ blacklining:none; 2026 Bonus: In response to shareholder feedback, we incorporated revenue as an additional financial metric in the annual incentive program this year and will also take this feedback into consideration when discussing any further changes to the Company’s incentive plans.
• changed2026 2025Notice of Annual Meeting & Proxy Statement | 55
• new​ ​ ▪ blacklining:none; Peer Group: In response to shareholder feedback, we have provided additional information on the peer group in this proxy statement on page 74, including that, as most of our direct competitors operating in the healthcare staffing and workforce solutions sector are private, significant challenges persist when making peer group determinations.
• newAs a result, even though our Talent and Compensation Committee conducts a robust peer group selection process, including factors such as industry and relevant size, the difficult business environment we have faced is not necessarily the same environment faced by our executive compensation peer companies.
• changedblacklining:none; For information on the calculation of adjusted EBITDA, and a reconciliation of our 2025 2024net income to adjusted EBITDA, please see Exhibit A to this proxy statement (page 111). 106).
• changedOur Executive Compensation Program Philosophy and Objectives
• changedOurExecutiveCompensationProgramPhilosophyandObjectivesOur executive compensation philosophy is that compensation realized by executives should (i) align with shareholders’ interests, (ii) reflect the individual skills and contributions of the executive in achieving the strategic, financial, and operational goals of the Company and (iii) reflect the leadership they demonstrate in promoting our values-based culture and commitment to corporate social responsibility.
• changedThis year’s Compensation Discussion and Analysis highlights decisions made by the Talent and Compensation Committee in the context of AMN Healthcare’s 2025 2024financial and operational performance.
• newHOW WE ALIGN PAY TO SHAREHOLDER INTERESTS
• changedIn combination Ourcompensationprogramhasremainedconsistentwith the principles below, thatsetforthinour2024proxystatementforour2024AnnualMeetingofShareholders,andwe believe the following four themes remain most important to our shareholders: (1) compensation should correlate to company performance, (2) performance-based compensation should constitute a majority of our named executive officers’ compensation, (3) long-term performance awards should be utilized to ensure sustainable value for shareholders and should be an integral part of compensation and (4) compensation should be designed to motivate, reward and retain executives: executives.
• new▪
• newblacklining:none; Pay-for-performance, with variable pay constituting a significant portion of total compensation
• newblacklining:none; Focus on propelling growth and the attainment of our long-term financial and strategic objectives
• newblacklining:none; Provide equal pay based on performance
• newblacklining:none; Build a strong talent base to reinforce our succession planning objectives
• newblacklining:none; Create commonality of interest between our executives and shareholders by tying realized compensation directly to changes in shareholder value
• newblacklining:none; Reward our executives for long-term improvement in shareholder value
• newblacklining:none; Attract, retain, and motivate highly skilled and innovative executives who embrace and promote AMN’s values-based culture that fosters innovation and a sense of belonging
• newblacklining:none; Provide compensation that is competitive with compensation paid by other similarly sized companies, including those in our executive compensation peer group
• newblacklining:none; Align compensation with established corporate governance practices and avoid excessive risk
• newDespite challenging post-pandemic market conditions that resulted in a dramatic contraction of total addressable market and adversely impacted our performance, the Talent and Compensation Committee continued to set rigorous goals which are reflected in executive compensation outcomes, showing commitment to these themes and principles.
• newTABLE OF CONTENTS 56 | AMN Healthcare Six-Year Annual Growth & Incentive Plan Payouts(1) Alignment of Pay & Performance (1) blacklining:none; AIP payouts reflect the average bonus paid to the NEOs as a percentage of target; PRSU payouts reflect the weighted-average payout as a percentage of target for PRSUs with performance periods completed in the applicable year.
• new​ (2) blacklining:none; Realizable value of RSUs and PRSUs based on the closing price on December 31, 2025 of $15.76.
• newFor the realizable pay calculation, completed 2023 PSUs reflect the achieved payout of 0% of target, while unvested market-based performance awards are valued using their respective projected payouts as of December 31, 2025, and non-market-based performance awards are valued based on the outstanding equity table listed on page 79 of this proxy statement.
• new​ CEO Total Target vs. Realizable Compensation Since Hire Date (November 28, 2022 – December 31, 2025) RESPONSE TO 2025 SAY-ON-PAY VOTE & SHAREHOLDER ENGAGEMENT Accountability to AMN Healthcare shareholders is an essential part of our success, which is why we engage with our shareholders in a variety of ways throughout the year to discuss and obtain feedback on a range of important topics.
• newOur executive management and investor relations team provide periodic updates to and regularly meet with investors throughout the year to drive awareness of our performance, strategy, growth, industry trends, and human capital management initiatives.
• newOur outreach efforts have evolved into a robust program with a customized approach to each shareholder and the topics and initiatives that are most important
• new2026 Notice of Annual Meeting & Proxy Statement | 57
• newto them.
• newWe believe this results in more meaningful dialogue on relevant topics, builds stronger relationships with our shareholders and ultimately creates a more successful company.
• newOur year-round initiatives also include outreach efforts through attendance at investor conferences and ad hoc meetings on a regular basis with institutional investors ranging from large institutions to smaller and mid-size firms.
• newWe look forward to the opportunity to connect with our shareholders and find these engagements to be enlightening and productive.
• newAt our 2025 Annual Meeting of Shareholders held on May 2, 2025, we received approximately 78% support (based on shares voting) on our advisory “say-on-pay” proposal regarding the compensation of our named executive officers, below our historically high say-on-pay support, which averaged 93% of the preceding five years.
• newIn response, AMN reached out to shareholders representing 46%(1) of our shares outstanding.
• newShareholders We Met with After our Annual Meeting
• new​ We offered to meet with shareholders representing over 46%(1) of our shares outstanding ​ ​ ​ We met with shareholders representing 35%(1) of our shares outstanding ​ ​ ​ Our independent Board Chair and independent Chair of our Talent and Compensation Committee participated in meetings with shareholders representing over 30%(1) of our shares outstanding ​ ​ What we Discussed ​ ​ ▪ blacklining:none; Executive compensation performance metrics ​ ​ ​ ​ ▪ blacklining:none; Director refreshment and our director skills matrix ​ ▪ blacklining:none; Peer group selection process ​ ​ ​ ​ ▪ blacklining:none; Our recent Board Chair transition ​ ▪ blacklining:none; Board Oversight ​ ​
• newblacklining:none; Reflects estimated ownership based reported Schedule 13 or other available information to us at the time of such engagement.
• new58 | AMN Healthcare
• new2025 Shareholder Engagement
• newOur continued dialogue with shareholders provides our Board and management with meaningful and actionable insights.
• new​ Shareholder Feedback ​ ​ ​ AMN Actions ​ ​ ​ ▪ blacklining:none; Shareholders asked about using AEBITDA as the sole financial metric in our annual incentive plan, as well as in our long-term incentive program.
• new​ ▪ blacklining:none; Shareholders noted our focus on director refreshment and the usefulness of our skills matrix.
• new​ ▪ blacklining:none; Shareholders were interested in understanding our peer group selection process and the difficulties we have in finding public company peers in our market.
• new​ ▪ blacklining:none; Shareholders appreciated discussing the recent transition with our Board Chair, Mark Foletta.
• new​ ▪ blacklining:none; Shareholders were interested in hearing how our Board oversees the strategic direction of our Company and the alignment with management on the Company’s strategy.
• new​ ​ ​ ​ ▪ blacklining:none; For 2026, our Talent and Compensation Committee added back revenue as a performance metric for our annual incentive plan.
• newWe also explained the importance of AEBITDA for us, especially over the last several years given the volatility industry-wide in demand.
• new​ ▪ blacklining:none; Since 2020, we have added 4 new highly qualified, independent directors who bring significant expertise and track records of creating value for shareholders, and have nominated a 5th new director for election at this year’s Annual Meeting.
• new​ ▪ blacklining:none; We have provided additional information on our peer group in this proxy statement on page 74, including how, as a tech-enabled healthcare staffing company with over 20 solutions, most of our direct competitors are private, making it very difficult to find public company peers that operate in our market.
• new​ ▪ blacklining:none; For 16 years Douglas D.
• newWheat served as our independent Board Chair.

More changes truncated for legibility. Open the filings on SEC for full prose.