Material Agreement (Form 8-K)

Notes Offering

On October 6, 2025, AMN Healthcare, Inc. (the "Issuer"), a wholly owned subsidiary of AMN Healthcare Services, Inc. (the "Company"), completed the issuance of $400.0 million aggregate principal amount of 6.500% Senior Notes due 2031 (the "Notes").

The Notes were issued pursuant to an Indenture (the "Indenture"), dated as of October 6, 2025, by and among the Issuer, the Company, the subsidiary guarantors party thereto (collectively, together with the Company, the "Guarantors") and U.S. Bank Trust Company, National Association, as trustee, and are senior unsecured obligations of the Issuer. The Guarantors have guaranteed (the "Guarantees") the Issuer's obligations under the Notes and the Indenture on a senior unsecured basis. The Guarantors include the Company and the subsidiaries of the Issuer that guarantee the Issuer's credit facilities.

The Notes will mature on January 15, 2031. Interest on the Notes will be payable semi-annually in arrears on January 15 and July 15 of each year, commencing July 15, 2026.

The Notes will rank equal in right of payment with all of the Issuer's existing and future senior indebtedness, senior to all of the Issuer's future subordinated indebtedness and effectively subordinate to all of the Issuer's existing and future secured indebtedness, to the extent of the value of the collateral securing such indebtedness.

The Guarantees will be each Guarantor's senior unsecured obligations and will rank equal in right of payment with all of such Guarantor's existing and future senior indebtedness, senior to all of such Guarantor's future subordinated indebtedness and effectively subordinate to all of such Guarantor's existing and future secured indebtedness, to the extent of the value of the collateral securing such indebtedness.

The Notes and the Guarantees will be structurally subordinated to all existing and future indebtedness and other liabilities and preferred stock of any of the Issuer's subsidiaries that do not guarantee the Notes.

At any time and from time to time on and after October 15, 2027 the Issuer will be entitled at its option to redeem all or a portion of the 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 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:

At any time and from time to time prior to October 15, 2027 the Issuer may also redeem 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 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.

In addition, the Issuer may redeem some or all of the 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 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.

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