AMN HEALTHCARE SERVICES INCAMN

AMN HEALTHCARE SERVICES INC Stock Compensation Disclosure

10-KFiled Feb 20, 20263 min read
Share-Based Compensation
 
(a) Equity Award Plans
 
Equity Plan
 
The Company established the AMN Healthcare Equity Plan (as amended or amended and restated from time to time, the “Equity Plan”), which has been approved by the Company’s stockholders. Any shares to be issued under the Equity Plan will be issued by the Company from authorized but unissued common stock or shares of common stock reacquired by the Company. As of December 31, 2025 and 2024, 1,897 and 1,668 shares of common stock were reserved for future grants under the Equity Plan, respectively.

Employee Stock Purchase Plan
 
During 2023, the Company established the AMN Healthcare Services, Inc. Employee Stock Purchase Plan (the “ESPP”) which authorizes the issuance of up to 1,000 shares of the Company’s common stock. The ESPP provides eligible employees with the opportunity to purchase shares of the Company’s common stock at a discount through payroll deductions during a six-month purchase period. Shares are purchased at 85% of the fair market value of the Company’s common stock on the offering date or the purchase date of the applicable purchase period, whichever is lower. Employee contributions were $2,022 and $3,250 for the years ended December 31, 2025 and 2024, respectively. There were 123 and 78 shares issued under the ESPP during the years ended December 31, 2025 and 2024, respectively, and the number of shares remaining available for future
issuance was 799 as of December 31, 2025. No purchases were made and no shares were issued under the ESPP during the year ended December 31, 2023.
 
Other Plans
 
From time to time, the Company grants, and has granted, key employees inducement awards outside of the Equity Plan (collectively, “Other Plans”), which have recently consisted of RSUs. Although these awards are not made under the Equity Plan, the key terms and conditions of the grant are typically the same as equity awards made under the Equity Plan.
 
(b) Share-Based Compensation
 
Restricted Stock Units
 
RSUs and PRSUs (subject to performance conditions being achieved) granted under the Equity Plan generally entitle the holder to receive, at the end of a vesting period, a specified number of shares of the Company’s common stock. The following table summarizes RSU and PRSU activity for the years ended December 31, 2025, 2024 and 2023:
Number of SharesWeighted Average
Grant Date
Fair Value per
Share
Unvested at January 1, 2023665 $94.79 
Granted—RSUs196 $95.67 
Granted—PRSUs (1)
176 $109.74 
Vested(349)$89.76 
Canceled/forfeited(87)$104.14 
Unvested at December 31, 2023601 $101.01 
Granted—RSUs443 $61.30 
Granted—PRSUs (1)
259 $70.73 
Vested(234)$89.64 
Canceled/forfeited(156)$90.66 
Unvested at December 31, 2024913 $77.81 
Granted—RSUs843 $25.45 
Granted—PRSUs (1)
509 $30.33 
Vested(304)$80.79 
Canceled/forfeited(167)$63.73 
Unvested at December 31, 20251,794 $40.55 
 
(1) PRSUs granted included both the PRSUs granted during the year at the target amount and the additional shares of prior period granted PRSUs vested during the year in excess of the target shares.

As of December 31, 2025, there was $30,404 unrecognized compensation cost related to unvested RSUs and PRSUs. The Company expects to recognize such cost over a period of 1.7 years. As of December 31, 2025 and 2024, the aggregate intrinsic value of the RSUs and PRSUs outstanding was $28,274 and $21,834, respectively.

Share-Based Compensation
 
Total share-based compensation expense for the years ended December 31, 2025, 2024 and 2023 was as follows:
 
 Years Ended December 31,
 202520242023
Share-based employee compensation, before tax$30,683 $23,317 $18,020 
Related income tax benefits(7,978)(6,062)(4,685)
Share-based employee compensation, net of tax$22,705 $17,255 $13,335 

Historical Timeline

Fiscal YearFiled
2025Feb 20, 2026Showing above
2024Feb 21, 2025
2023Feb 22, 2024
2022Feb 22, 2023
2021Feb 24, 2022
2020Feb 26, 2021
2019Feb 25, 2020
2018Feb 21, 2019
2017Feb 16, 2018
2016Feb 17, 2017
2015Feb 24, 2016

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

Other Available Disclosures

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