AMN Healthcare AMN Form 10-Q filing Q2 FY2026

PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

See accompanying notes to unaudited condensed consolidated financial statements.

See accompanying notes to unaudited condensed consolidated financial statements.

See accompanying notes to unaudited condensed consolidated financial statements.

See accompanying notes to unaudited condensed consolidated financial statements.

AMN HEALTHCARE SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

1. BASIS OF PRESENTATION

The condensed consolidated balance sheets and related condensed consolidated statements of comprehensive income (loss), stockholders’ equity and cash flows contained in this Quarterly Report on Form 10-Q (this “Quarterly Report”), which are unaudited, include the accounts of AMN Healthcare Services, Inc. and its wholly-owned subsidiaries (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all entries necessary for a fair presentation of such unaudited condensed consolidated financial statements have been included. These entries consisted of all normal recurring items. The results of operations for the interim period are not necessarily indicative of the results to be expected for any other interim period or for the entire fiscal year or for any future period.

The unaudited condensed consolidated financial statements do not include all information and notes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). Please refer to the Company’s audited consolidated financial statements and the related notes for the fiscal year ended December 31, 2025, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on February 20, 2026 (the “2025 Annual Report”).

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities, revenue and expenses, and related disclosures. On an ongoing basis, the Company evaluates its estimates, including those related to labor disruption revenue, reconciliation reserves, goodwill and intangible assets purchased in a business combination, asset impairments, accruals for self-insurance, contingent liabilities such as legal accruals, and income taxes, based on the information currently available and assumptions deemed reasonable. Actual results may differ from those estimates under different assumptions or conditions and as customer reconciliations are completed.

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.” The guidance provides a practical expedient and an accounting policy election when estimating credit losses on current accounts receivable and current contract assets arising from transactions under ASC 606. An entity is allowed to assume the remaining life of an asset unchanged at the balance sheet date. This standard was effective on a prospective basis for fiscal years beginning after December 15, 2025. Upon adoption, the Company did not elect the practical expedient or make an accounting policy election under this ASU; therefore, this ASU did not have a material impact on the Company’s consolidated financial statements and disclosures.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments and restricted investments with an original maturity of three months or less to be cash equivalents and restricted cash equivalents, respectively. Cash and cash equivalents include currency on hand, deposits with financial institutions, money market funds and other highly liquid investments. Restricted cash and cash equivalents primarily include cash, corporate bonds and commercial paper that serve as collateral for the Company’s captive insurance subsidiary claim payments. See Note (6), “Fair Value Measurement” for additional information.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying condensed consolidated balance sheets and related notes to the amounts presented in the accompanying condensed consolidated statements of cash flows.

The Company maintains its cash and restricted cash in bank deposit accounts primarily at large, national financial institutions, which typically exceed federally insured limits. The Company has not experienced any losses in such accounts.

Accounts Receivable

The Company records accounts receivable at the invoiced amount. Accounts receivable are non-interest bearing. The Company maintains an allowance for expected credit losses based on the Company’s historical write-off experience, an assessment of its customers’ financial conditions and available information that is relevant to assessing the collectability of cash flows, which includes current conditions and forecasts about future economic conditions.

The following table provides a reconciliation of activity in the allowance for credit losses for accounts receivable:

Reclassifications

To conform to the current year presentation, certain reclassifications have been made to prior year balances in the accompanying Note (4), “Segment Information.” For comparability purposes, certain prior-year amounts have been separately presented in the accompanying Note (6), “Fair Value Measurement” to conform to the current year presentation. These amounts were previously included within other disclosed balances and were not separately presented in prior periods. Separate presentation in the comparative fair value hierarchy table enhances period-to-period comparability and does not affect previously reported total assets, liabilities, stockholders’ equity, net income or cash flows.

2. REVENUE RECOGNITION

Revenue primarily consists of fees earned from the temporary staffing and permanent placement of healthcare professionals, executives, and leaders (clinical and operational). The Company also generates revenue from technology-enabled services, including language interpretation and vendor management systems, and talent planning and acquisition services, including recruitment process outsourcing. The Company recognizes revenue when control of its services is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those services.

Revenue from temporary staffing services is recognized as the services are rendered by clinical and non-clinical healthcare professionals. Under the Company’s managed services program (“MSP”) arrangements, the Company manages all or a part of a customer’s supplemental workforce needs utilizing its own network of healthcare professionals along with those of third-party subcontractors. Revenue and the related direct costs are recorded in accordance with the accounting guidance on reporting revenue gross as a principal versus net as an agent. Revenue is recorded on a gross basis when the Company utilizes its own network of healthcare professionals (including nurses, allied healthcare professionals, locum tenens, and executive and leadership interim staff). Conversely, when the Company uses subcontractors under an MSP arrangement and acts as an agent, revenue is recorded net of the related subcontractor’s expense. Revenue from permanent placement and recruitment process outsourcing services is recognized as the services are rendered. Depending on the arrangement, the Company’s technology-enabled service revenue is recognized either as the services are rendered or ratably over the applicable arrangement’s service period. Revenue for the language services business is recorded on a gross basis. Under vendor management systems arrangements, revenue is recorded on a net basis as an agent because other companies are primarily responsible for providing the staffing services, for which the Company is entitled to a percentage fee.

The Company’s customers are primarily billed as services are rendered. Fees billed in advance of being earned are recorded as deferred revenue. For labor disruption engagements, customer deposits received prior to service delivery are recorded as contract liabilities within client deposits, with revenue recognized over time as staffing and related services are provided during the event. As of the reporting date, the Company has completed five labor disruption events. One event has been fully settled with the customer, and the remaining four events are in various stages of reconciliation, including both internally and with customers. Revenue recognized for these events reflects management’s estimates of staffing volume, billable hours, contractual rates, and reimbursable costs, as final utilization and cost data becomes available after deployment. Upon completion, actual revenue and related costs are reconciled to deposits received, which may result in a refund from contract liabilities or an incremental invoice. The Company delivered all reconciliation packages to the customers during the second quarter. The Company is currently working with the customers to review and finalize the reconciliations and expects customer approval and settlement to occur during the third and fourth quarters.

The Company recognizes assets from incremental costs to obtain a contract with a customer and costs incurred to fulfill a contract with a customer, which are deferred and amortized using the portfolio approach on a straight line basis over the average period of benefit consistent with the timing of transfer of services to the customer.

The Company has elected to apply the following practical expedients and optional exemptions related to contract costs and revenue recognition:

• Recognize incremental costs of obtaining a contract with amortization periods of one year or less as expense when incurred. These costs are recorded within selling, general and administrative expenses.
• Recognize revenue in the amount of consideration that the Company has a right to invoice the customer if that amount corresponds directly with the value to the customer of the Company’s services completed to date.
• Exemptions from disclosing the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts for which revenue is recognized in the amount of consideration that the Company has a right to invoice for services performed and (iii) contracts for which variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation.

See Note (4), “Segment Information,” for additional information regarding the Company’s revenue disaggregated by service type.

3. NET INCOME (LOSS) PER COMMON SHARE

Basic net income (loss) per common share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. The following table sets forth the computation of basic and diluted net income (loss) per common share:

The dilutive effect of potential shares and anti-dilutive potential common shares primarily includes outstanding share-based awards, which consists of restricted stock units, performance restricted stock units, and obligations under the Company’s employee stock purchase plan (the “ESPP”).

4. SEGMENT INFORMATION

The Company’s operating segments are identified in the same manner as they are reported internally and used by the Company’s chief operating decision maker (“CODM”) for the purpose of evaluating performance and allocating resources. The Company has three reportable segments: (1) nurse and allied solutions, (2) physician and leadership solutions, and (3) technology and workforce solutions. The nurse and allied solutions segment includes the Company’s travel nurse staffing (including international nurse staffing and rapid response nurse staffing), labor disruption staffing, local staffing, international nurse permanent placement, and allied staffing (including revenue cycle solutions) businesses. The physician and leadership solutions segment includes the Company’s locum tenens staffing, healthcare interim leadership staffing, executive search, and physician permanent placement businesses. The technology and workforce solutions segment includes the Company’s language services, vendor management systems (“VMS”), workforce optimization, and outsourced solutions businesses.

The Company’s CODM relies on internal management reporting processes that provide revenue, gross profit and operating income by reportable segment. These financial measures are used by the CODM to evaluate segment performance, monitor variances between periods and against projections, make key operating decisions, and allocate resources such as capital and personnel to each segment. The CODM does not evaluate or measure performance of segments using asset information; accordingly, asset information by segment is not prepared or disclosed.

The following tables provide reconciliations of revenue, gross profit and operating income by reportable segment to consolidated results and were derived from each segment’s internal financial information as used for corporate management purposes. Segment operating income represents income (loss) before income taxes plus depreciation, amortization of intangible assets, share-based compensation, impairment losses for goodwill and long-lived assets, interest expense, net, and other, and unallocated corporate overhead.

The following table summarizes the activity related to the carrying value of goodwill by reportable segment:

Disaggregation of Revenue

The following tables present the Company’s revenue disaggregated by service type:

(1) Includes revenue from international nurse permanent placement, physician permanent placement and executive search.

The following table presents the Company’s international nurse revenue by service type:

(1) Included in “Travel nurse staffing” as presented in the preceding tables.

(2) Included in “Permanent placement” as presented in the preceding tables.

5. NOTES PAYABLE AND CREDIT AGREEMENT

On October 6, 2025, the Company entered into the fifth amendment to its credit agreement which provided for, among other things, the following: (i) an extension of the maturity date of the Senior Credit Facility (as defined below) to October 6, 2030, (ii) a decrease of the revolving commitments from $750,000 to $450,000, 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. Additional information regarding the Company’s $450,000 secured revolving credit facility (the “Senior Credit Facility”) and the amended credit agreement is disclosed in Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (9), Notes Payable and Credit Agreement” of the 2025 Annual Report.

6. FAIR VALUE MEASUREMENT

The Company’s valuation techniques and inputs used to measure fair value and the definition of the three levels (Level 1, Level 2, and Level 3) of the fair value hierarchy are disclosed in Part II, Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (4), Fair Value Measurement” of the 2025 Annual Report. The Company has not changed the valuation techniques or inputs it uses for its fair value measurement during the six months ended June 30, 2026.

Assets and Liabilities Measured on a Recurring Basis

The Company invests a portion of its cash and cash equivalents in non-federally insured money market funds that are measured at fair value based on quoted prices, which are Level 1 inputs.

The Company has a deferred compensation plan for certain executives and employees, which is composed of deferred compensation and all related income and losses attributable thereto. The Company’s obligation under its deferred compensation plan is measured at fair value based on quoted market prices of the participants’ elected investments, which are Level 1 inputs.

The Company’s restricted cash equivalents and investments that serve as collateral for the Company’s captive insurance company include commercial paper and corporate bonds. The commercial paper is measured at observable market prices for identical securities that are traded in less active markets, which are Level 2 inputs. The corporate bonds are measured using readily available pricing sources that utilize observable market data, including the current interest rate for comparable instruments, which are Level 2 inputs. The following table presents the fair value of commercial paper and corporate bonds issued and outstanding:

The Company’s contingent consideration liabilities associated with acquisitions are measured at fair value using a probability-weighted discounted cash flow analysis or a simulation-based methodology for the acquired companies, which are Level 3 inputs. The Company recognizes changes to the fair value of its contingent consideration liabilities in selling, general and administrative expenses in the condensed consolidated statements of comprehensive income (loss). There were no assets or liabilities measured on a recurring basis with Level 3 inputs outstanding as of December 31, 2025.

The following table presents information about the above-referenced assets and liabilities and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value:

Assets Measured on a Non-Recurring Basis

The Company applies fair value techniques on a non-recurring basis associated with identifiable intangible assets acquired through acquisitions and valuing potential impairment losses related to its goodwill, indefinite-lived intangible assets, long-lived assets, and equity investments.

The fair value of identifiable intangible assets is determined using either the income approach (the relief-from-royalty method, multi-period excess earnings method or with-and-without method) or the cost approach (replacement cost method). These valuation approaches use a combination of assumptions, including Level 3 inputs, such as (i) forecasted revenue, growth rates and customer attrition rates, (ii) forecasted operating expenses and profit margins, and (iii) royalty rates and discount rates used to present value the forecasted cash flows.

The Company assesses long-lived assets (including definite-lived intangible assets, fixed assets, and right-of-use assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset group to the future undiscounted net cash flows that are expected to be generated by the asset group. If such asset group is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds its fair value. The Company determines the fair value of its asset groups based on a combination of inputs, including Level 3 inputs such as discounted cash flows, which are not observable from the market, directly or indirectly.

The Company maintains goodwill on its balance sheet, which represents the excess of the total purchase price of acquisitions over the fair value of the net assets and intangible assets acquired. The Company evaluates goodwill and indefinite-lived intangible assets annually for impairment and whenever events or changes in circumstances indicate that it is more likely than not that an impairment exists. The Company determines the fair value of its reporting units based on a combination of inputs, including the market capitalization of the Company, as well as Level 3 inputs such as discounted cash flows, which are not observable from the market, directly or indirectly. The Company determines the fair value of its indefinite-lived intangible assets using the income approach (relief-from-royalty method) based on Level 3 inputs.

The Company’s equity investment represents an investment in a non-controlled corporation without a readily determinable market value. The Company has elected to measure the investment at cost minus impairment, if any, plus or minus changes resulting from observable price changes. When the Company identifies price changes in orderly transactions for identical or similar investments of the same issuer, the investment is measured at fair value. To determine whether a security of the same issuer is similar to the Company’s equity investment, the Company considers other information available, such as the rights and obligations of the securities. The Company recognizes changes to the fair value of its equity investment in interest expense, net, and other in the condensed consolidated statements of comprehensive income (loss). As of June 30, 2026, the Company has recognized cumulative upward adjustments and cumulative downward adjustments (including impairments) of $14,033 and $19,860, respectively. The balance of the equity investment was $2,773 as of June 30, 2026 and December 31, 2025.

Fair Value of Financial Instruments

The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate the value, even though these instruments are not recognized at fair value in the consolidated balance sheets. The fair value of the Company’s 4.000% senior notes due 2029 (the “2029 Notes”) and 6.500% senior notes due 2031 (the “2031 Notes”) was estimated using quoted market prices in active markets for identical liabilities, which are Level 1 inputs. The carrying amounts and estimated fair value of the 2029 Notes and the 2031 Notes are presented in the following table. See additional information regarding 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 the 2025 Annual Report.

On July 1, 2025, the Company completed the sale of its Smart Square scheduling software, a service offering of the Company’s workforce optimization business within its technology and workforce solutions segment. As a result of the sale, the Company received cash consideration of $65,320 and is owed a 9.00% promissory note of $10,000 (the “2027 Note Receivable”) payable on January 1, 2027. The Company initially recognized the 2027 Note Receivable at its estimated fair value of $9,899 using Level 2 inputs, including observable market interest rates and pricing for similar credit facilities. The fair value of the 2027 Note Receivable was not re-measured as of June 30, 2026 as there were no material changes in contractual terms, counterparty credit risk, or other relevant factors. The carrying amount of $9,965 approximates its fair value and is classified as a current asset in the consolidated balance sheet as of June 30, 2026.

The fair value of the Company’s long-term self-insurance accruals cannot be estimated as the Company cannot reasonably determine the timing of future payments.

7. INCOME TAXES

The Company is subject to taxation in the U.S. and various states, and foreign jurisdictions. With few exceptions, as of June 30, 2026, the Company is no longer subject to state, local or foreign examinations by tax authorities for tax years before 2011, and the Company is no longer subject to U.S. federal income or payroll tax examinations for tax years before 2022.

The Company believes its liability for unrecognized tax benefits and contingent tax issues is adequate with respect to all open years. Notwithstanding the foregoing, the Company could adjust its provision for income taxes and contingent tax liability based on future developments.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented in subsequent years. The Company has assessed its impact on the consolidated financial statements and determined there was no material impact to income tax expense or the effective tax rate as of June 30, 2026.

8. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

From time to time, the Company is involved in various lawsuits, claims, investigations, and proceedings that arise in the ordinary course of business. These matters typically relate to professional liability, tax, compensation, contract, competitor disputes and employee-related matters and include individual, representative, and class action lawsuits, as well as inquiries and investigations by governmental agencies regarding the Company’s employment and compensation practices. Additionally, some of the Company’s clients may also become subject to claims, governmental inquiries and investigations, and legal actions relating to services provided by the Company’s healthcare professionals. Depending upon the particular facts and circumstances, the Company may also be subject to indemnification obligations under its contracts with such clients relating to these matters. The Company accrues for contingencies and records a liability when management believes an adverse outcome from a loss contingency is both probable, and the amount, or a range, can be reasonably estimated. Significant judgment is required to determine both probability of loss and the estimated amount. The Company reviews its loss contingencies at least quarterly and adjusts its accruals and/or disclosures to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, or other new information, as deemed necessary. The most significant matters for which the Company has established loss contingencies are class and representative actions related to wage and hour claims under California and Federal law.

9. BALANCE SHEET DETAILS

The consolidated balance sheets detail is as follows:

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

The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto and other financial information included elsewhere herein and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on February 20, 2026 (“2025 Annual Report”). Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are “forward-looking statements.” See “Special Note Regarding Forward-Looking Statements.” We undertake no obligation to update the forward-looking statements in this Quarterly Report. References in this Quarterly Report to “AMN Healthcare,” the “Company,” “we,” “us” and “our” refer to AMN Healthcare Services, Inc. and its wholly owned subsidiaries.

Overview of Our Business

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.

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 June 30, 2026, we recorded revenue of $673.2 million, as compared to $658.2 million for the same period last year. For the six months ended June 30, 2026, we recorded revenue of $2,051.6 million, as compared to $1,347.7 million for the same period last year.

Nurse and allied solutions segment revenue comprised 76% and 59% of total consolidated revenue for the six months ended June 30, 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.

Physician and leadership solutions segment revenue comprised 16% and 26% of total consolidated revenue for the six months ended June 30, 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.

Technology and workforce solutions segment revenue comprised 8% and 15% of total consolidated revenue for the six months ended June 30, 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.

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.

Operating Metrics

In addition to our consolidated and segment financial results, we monitor the following key metrics to help us evaluate our results of operations and financial condition and make strategic decisions. We believe this information is useful in understanding our operational performance and trends affecting our businesses.

• Average travelers on assignment represents the average number of nurse and allied healthcare professionals on assignment during the period, which is used by management as a measure of volume in our nurse and allied solutions segment;
• Bill rates represent the hourly straight-time rates that we bill to clients, which are an indicator of labor market trends and costs within our nurse and allied solutions segment;
• Billable hours represent the number of hours worked by our healthcare professionals that we are able to bill on client engagements, which are used by management as a measure of volume in our nurse and allied solutions segment;
• Days filled is calculated by dividing total locum tenens hours filled during the period by eight hours, which is used by management as a measure of volume in our locum tenens business within our physician and leadership solutions segment;
• Revenue per day filled is calculated by dividing revenue of our locum tenens business by days filled for the period, which is an indicator of labor market trends and costs in our locum tenens business within our physician and leadership solutions segment; and
• Minutes represent the time-based utilization of interpretation services that we are able to bill our clients, which are used by management as a measure of volume in our language services business within our technology and workforce solutions segment.

Recent Trends

The nurse and allied solutions segment included substantial labor disruption staffing revenue in the first quarter. The travel nurse division also was impacted by the labor disruption events, with heightened demand for rapid response nurses at elevated bill rates in the first quarter. While labor disruption and travel nurse revenue was lower sequentially in the second quarter, we are seeing positive trends in our base travel nurse business. Demand for travel nurses increased compared to the prior quarter and prior year along with increases in the percentage of orders filled, and as a result, traveler volume was higher than prior year. The international nurse business continued its sequential growth and year-over-year growth in the second quarter with strong traveler and direct placement growth. Allied staffing continued to experience sequential increases in demand during the second quarter, with volume demonstrating strong year-over-year growth.

In our physician and leadership solutions segment, demand for our locum tenens staffing business in the second quarter increased from prior year and prior quarter. Days filled were lower compared to prior year but up slightly sequentially. Revenue per day filled was in line with prior year but was down sequentially. Certified registered nurse anesthetists (CRNAs) continue to be the largest specialty for our locum tenens staffing business. Volume for our search business in the second quarter was higher compared to prior year and prior quarter, with particular strength in physician permanent placement and executive search. Demand for interim leadership was lower compared to prior year but higher sequentially.

In our technology and workforce solutions segment, second quarter minutes in our language services business were in line with prior year and higher compared to prior quarter. Ongoing pricing pressure for language services continues to be a headwind due to increased market competition. Volume in our VMS business declined compared to prior year and prior quarter.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with United States generally accepted accounting principles (“U.S. GAAP”) requires us to make estimates and judgments that affect our reported amounts of assets and liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to intangible assets purchased in a business combination, asset impairments, accruals for self-insurance, compensation and related benefits, accounts receivable, contingencies and litigation, contingent consideration (“earn-out”) liabilities associated with acquisitions, and income taxes. We base these estimates on the information that is currently available to us, and on various other assumptions that we believe are reasonable under the circumstances. Actual results could vary from these estimates under different assumptions or conditions. If these estimates differ significantly from actual results, our consolidated financial statements and future results of operations may be materially impacted. There have been no material changes in our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our 2025 Annual Report.

Results of Operations

The following table sets forth, for the periods indicated, selected unaudited condensed consolidated statements of operations data as a percentage of revenue. Our results of operations include three reportable segments: (1) nurse and allied solutions, (2) physician and leadership solutions, and (3) technology and workforce solutions. Our historical results are not necessarily indicative of our future results of operations.

Comparison of Results for the Three Months Ended June 30, 2026 to the Three Months Ended June 30, 2025

Revenue. Revenue increased 2% to $673.2 million for the three months ended June 30, 2026 from $658.2 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:

Nurse and allied solutions segment revenue increased 11% to $422.0 million for the three months ended June 30, 2026 from $381.9 million for the same period in 2025. The $40.1 million increase was primarily attributable to a $20.3 million increase driven by a 6% increase in the average number of travelers on assignment, a $10.0 million increase in labor disruption revenue related to reserve releases and billing true ups from multiple large scale labor disruption events that we supported in the prior periods, an $8.6 million increase driven by non-volume revenue, and a $3.3 million increase driven by a 1% increase in average billable hours.

Physician and leadership solutions segment revenue decreased 6% to $164.6 million for the three months ended June 30, 2026 from $174.5 million for the same period in 2025. The $9.9 million decrease was primarily attributable to lower revenue in our locum tenens business, partially offset by higher revenue in our physician permanent placement and executive search business within the segment. Revenue in our locum tenens business declined $11.8 million (or 8%) due to a $12.1 million decline from an 8% decrease in the number of days filled. Our physician permanent placement and executive search business increased $2.5 million (or 26.7%) primarily due to higher new search volume in the quarter.

Technology and workforce solutions segment revenue decreased 15% to $86.7 million for the three months ended June 30, 2026 from $101.8 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 language services business declined $6.1 million (or 8%) primarily due to lower pricing, our other technology business declined $4.3 million (or 100%) due to the sale of our Smart Square scheduling software in the third quarter of 2025, and our VMS business declined $3.9 million (or 20%) due to lower staffing utilization on the platforms along with several client losses.

For the three months ended June 30, 2026 and 2025, revenue under our MSP arrangements comprised approximately 46% and 44% of consolidated revenue, 66% and 68% of nurse and allied solutions segment revenue, 19% and 17% of physician and leadership solutions segment revenue, and 1% and 3% of technology and workforce solutions segment revenue, respectively.

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 1% to $467.4 million for the three months ended June 30, 2026 from $461.8 million for the same period in 2025. The $5.6 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:

The increase in our nurse and allied solutions segment was primarily attributable to a $9.3 million increase in clinician pay package costs, including housing, travel and allowances, primarily due to the increase in the average number of travelers on assignment.

Gross Profit. Gross profit increased 5% to $205.9 million for the three months ended June 30, 2026 from $196.4 million for the same period in 2025, representing gross margins of 30.6% and 29.8%, respectively. The increase in consolidated gross margin for the three months ended June 30, 2026, as compared to the same period in 2025, was primarily due to higher margin in our nurse and allied solutions segment driven by reserve releases and billing true ups from multiple large scale labor disruption events that we supported in the prior periods. The overall increase was partially offset by (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. Gross margin by reportable segment for the three months ended June 30, 2026 and 2025 was 28.4% and 23.9% for nurse and allied solutions, 26.5% and 28.2% for physician and leadership solutions, and 48.6% and 55.1% for technology and workforce solutions, respectively. Gross profit broken down among the reportable segments is as follows:

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 $147.4 million, representing 21.9% of revenue, for the three months ended June 30, 2026, as compared to $154.6 million, representing 23.5% of revenue, for the same period in 2025. The decrease in SG&A expenses was primarily due to a $5.8 million decrease in the provision for expected credit losses. SG&A expenses broken down among the reportable segments, unallocated corporate overhead, and share-based compensation are as follows:

Depreciation and Amortization Expenses. Amortization expense decreased 11% to $17.5 million for the three months ended June 30, 2026 from $19.6 million for the same period in 2025, primarily attributable to having more intangible assets fully amortized during the three months ended June 30, 2026. Depreciation expense (exclusive of depreciation included in cost of revenue) decreased 23% to $14.1 million for the three months ended June 30, 2026 from $18.1 million for the same period in 2025, primarily attributable to the mix of depreciable assets and their useful lives. Additionally, $2.5 million and $2.1 million of depreciation expense for our language services business is included in cost of revenue for the three months ended June 30, 2026 and 2025, respectively.

Goodwill Impairment Loss. A goodwill impairment loss of $109.5 million was recognized in the physician and leadership solutions segment during the three months ended June 30, 2025.

Long-Lived Assets Impairment Loss. An impairment loss of $18.3 million was recognized for intangible assets during the three months ended June 30, 2025.

Interest Expense, Net, and Other. Interest expense, net, and other was $7.0 million during the three months ended June 30, 2026 as compared to $11.4 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 June 30, 2026.

Income Tax Benefit. Income tax benefit was $(1.3) million for the three months ended June 30, 2026 as compared to $(18.9) million for the same period in 2025, reflecting effective income tax rates of (6)% and 14% for these periods, respectively. The decrease in the effective income tax rate was primarily attributable to the recognition of $0.6 million of net discrete tax expense during the three months ended June 30, 2026 compared to a $0.9 million net discrete tax expense during the same period in 2025, along with a goodwill impairment loss recognized in the prior year, in relation to income (loss) before income taxes of $19.9 million and $(135) million for the three months ended June 30, 2026 and 2025, respectively. We currently estimate our annual effective tax rate to be approximately 36% for 2026. The (6)% effective tax rate for the three months ended June 30, 2026 differs from our estimated annual effective tax rate of 36% primarily due to certain tax benefits recognized during the three months ended June 30, 2026, in relation to income before income taxes.

Comparison of Results for the Six Months Ended June 30, 2026 to the Six Months Ended June 30, 2025

Revenue. Revenue increased 52% to $2,051.6 million for the six months ended June 30, 2026 from $1,347.7 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:

Nurse and allied solutions segment revenue increased 95% to $1,549.3 million for the six months ended June 30, 2026 from $795.1 million for the same period in 2025. The $754.2 million increase was primarily attributable to a $693.0 million increase in labor disruption revenue from multiple large scale labor disruption events that we supported in the current year, a $30.4 million increase driven by a 4% increase in the average number of travelers on assignment, a $19.1 million increase

driven by an approximately 3% increase in the average bill rate, and a $6.4 million increase driven by an approximately 1% increase in average billable hours.

Physician and leadership solutions segment revenue decreased 6% to $328.5 million for the six months ended June 30, 2026 from $348.6 million for the same period in 2025. The $20.1 million decrease in the segment revenue was primarily attributable to a decline in revenue in our locum tenens business due to a $25.0 million decline driven by a 9% decrease in the number of days filled, partially offset by a $3.5 million increase driven by a 1% increase in the revenue per day filled.

Technology and workforce solutions segment revenue decreased 15% to $173.8 million for the six months ended June 30, 2026 from $204.0 million for the same period in 2025. The $30.2 million decrease was primarily attributable to declines in our ongoing businesses and a service line divestiture. Revenue for our language services business declined $12.1 million (or 8%) primarily due to lower pricing, our other technology business declined $8.7 million (or 100%) due to the sale of our Smart Square scheduling software in the third quarter of 2025, and our VMS business declined $7.3 million (or 19%) primarily due to lower staffing utilization on the platforms along with several client losses.

For the six months ended June 30, 2026 and 2025, revenue under our MSP arrangements comprised approximately 65% and 46% of consolidated revenue, 82% and 69% of nurse and allied solutions segment revenue, 20% and 18% of physician and leadership solutions segment revenue, and 1% and 4% of technology and workforce solutions segment revenue, respectively.

Cost of Revenue. Cost of revenue increased 55% to $1,476.9 million for the six months ended June 30, 2026 from $953.2 million for the same period in 2025. The $523.7 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:

The increase in our nurse and allied solutions segment was primarily attributable to a $529.6 million increase in clinician pay package costs, including housing, travel and allowances, primarily due to the increase in labor disruption activities.

Gross Profit. Gross profit increased 46% to $574.7 million for the six months ended June 30, 2026 from $394.5 million for the same period in 2025, representing gross margins of 28.0% and 29.3%, respectively. The decline in consolidated gross margin for the six months ended June 30, 2026, as compared to the same period in 2025, was primarily due to (1) lower margins in our physician and leadership solutions segments driven by increases in sales reserve and allowances, compression in provider rates, including housing and travel, and increased market competition 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 scheduling software. The overall decline 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 six months ended June 30, 2026 and 2025 was 26.0% and 23.3% for nurse and allied solutions, 26.3% and 27.7% for physician and leadership

solutions, and 49.3% and 55.3% for technology and workforce solutions, respectively. Gross profit broken down among the reportable segments is as follows:

Selling, General and Administrative Expenses. SG&A expenses were $365.8 million, representing 17.8% of revenue, for the six months ended June 30, 2026, as compared to $302.3 million, representing 22.4% of revenue, for the same period in 2025. The increase in SG&A expenses was primarily due to a $43.7 million increase in employee compensation and benefits (inclusive of share-based compensation) and a $21.8 million increase in other expenses primarily in support of the large labor disruption events in the current year. SG&A expenses broken down among the reportable segments, unallocated corporate overhead, and share-based compensation are as follows:

Depreciation and Amortization Expenses. Amortization expense decreased 9% to $35.4 million for the six months ended June 30, 2026 from $39.0 million for the same period in 2025, primarily attributable to certain intangible assets becoming fully amortized during the six months ended June 30, 2026. Depreciation expense (exclusive of depreciation included in cost of revenue) decreased 20% to $29.4 million for the six months ended June 30, 2026 from $36.6 million for the same period in 2025, primarily attributable to the mix of depreciable assets and their useful lives. Additionally, $4.9 million and $4.1 million of depreciation expense for our language services business is included in cost of revenue for the six months ended June 30, 2026 and 2025, respectively.

Goodwill Impairment Loss. A goodwill impairment loss of $109.5 million was recognized in the physician and leadership solutions segment during the six months ended June 30, 2025.

Long-Lived Assets Impairment Loss. An impairment loss of $18.3 million was recognized for intangible assets during the six months ended June 30, 2025.

Interest Expense, Net, and Other. Interest expense, net, and other was $13.7 million during the six months ended June 30, 2026 as compared to $23.7 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 six months ended June 30, 2026.

Income Tax Expense (Benefit). Income tax expense (benefit) was $47 million for the six months ended June 30, 2026 as compared to $(17.6) million for the same period in 2025, reflecting effective income tax rates of 36% and 13% for the six months ended June 30, 2026 and 2025, respectively. The increase in the effective income tax rate was primarily attributable to a significant increase in income (loss) before income taxes year over year, mostly related to the increase in labor disruption revenue in the current year and the goodwill impairment loss recognized in the prior year.

Liquidity and Capital Resources

In summary, our cash flows were:

Historically, our primary liquidity requirements have been for acquisitions, working capital requirements, and debt service under our credit facilities and senior notes. We have funded these requirements through internally generated cash flow and funds borrowed under our credit facilities and senior notes.

As of June 30, 2026, (1) no amount was drawn with $430.0 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.

As of June 30, 2026, the total of our contractual obligations under operating leases with initial terms in excess of one year was $38.0 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.”

In addition to our cash requirements, we have a share repurchase program authorized by our board of directors, which does not require the purchase of any minimum number of shares and may be suspended or discontinued at any time. See additional information in the accompanying Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds.”

We believe that cash generated from operations and available borrowings under the Senior Credit Facility will be sufficient to fund our operations and liquidity requirements, including expected capital expenditures, for the next 12 months and beyond. We intend to finance potential future acquisitions with cash provided from operations, borrowings under the Senior Credit Facility or other borrowings under our Amended Credit Agreement, bank loans, debt or equity offerings, or some combination of the foregoing. The following discussion provides further details of our liquidity and capital resources.

Operating Activities

Net cash provided by operating activities for the six months ended June 30, 2026 was $372.5 million, compared to $171.2 million for the same period in 2025. The increase in net cash provided by operations was primarily attributable to (1) a year-over-year increase in net income (loss) excluding non-cash items of $95.5 million primarily due to higher segment operating income in our nurse and allied solutions segment, (2) an increase in other liabilities between periods of $91.2 million primarily related to receipts of client deposits and related reserves, (3) an increase in accounts payable and accrued expenses between periods of $37.9 million primarily due to the timing of payments, and (4) an increase in accrued compensation and benefits between periods of $33.2 million primarily related to our labor disruption services.

The overall increase in net cash provided by operating activities was partially offset by an increase in accounts receivable and subcontractor receivables between periods of $52.4 million primarily due to the timing of collections.

Our Days Sales Outstanding (“DSO”) was 52 days as of June 30, 2026, 47 days as of December 31, 2025, and 54 days as of June 30, 2025; excluding our labor disruption business, DSO was 54 days, 56 days and 56 days, respectively.

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2026 was $19.7 million, compared to net cash used in investing activities of $46.6 million for the same period in 2025. The decrease was primarily due to net proceeds of investments of $0.2 million during the six months ended June 30, 2026, as compared to a net purchase of $26.9 million during the six months ended June 30, 2025. In addition, capital expenditures were $15.8 million and $19.8 million for the six months ended June 30, 2026 and 2025, respectively.

Financing Activities

Net cash used in financing activities during the six months ended June 30, 2026 was $29.5 million, due to repayments of $25.0 million under the Senior Credit Facility, $2.3 million paid in connection with the repurchase of our common stock, and $2.2 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 six months ended June 30, 2025 was $141.4 million, due to repayments of $185.0 million under the Senior Credit Facility and $1.4 million in cash paid for shares withheld for payroll taxes resulting from the vesting of employee equity awards, partially offset by borrowings of $45.0 million under the Senior Credit Facility.

Amended Credit Agreement

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.

Our obligations under the Amended Credit Agreement are secured by substantially all of our assets. We describe in further detail the terms of the Amended Credit Agreement 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.

Letters of Credit

At June 30, 2026, we maintained outstanding standby letters of credit totaling $20.7 million as collateral in relation to our workers’ compensation insurance agreements and a corporate office lease agreement. Of the $20.7 million of outstanding letters of credit, we have collateralized approximately $0.7 million in cash and cash equivalents and the remaining approximately $20.0 million is collateralized by the Senior Credit Facility. Outstanding standby letters of credit at December 31, 2025 totaled $20.8 million.

Recent Accounting Pronouncements

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.

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.

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.

There have been no other new accounting pronouncements issued but not yet adopted that are expected to materially affect our consolidated financial condition or results of operations.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates, and commodity prices. During the three and six months ended June 30, 2026, our primary exposure to market risk was interest rate risk associated with our variable interest debt instruments and our investment portfolio. A 100 basis point increase in interest rates on our variable rate debt would not have resulted in a material effect on our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2026. A 100 basis point change in interest rates as of June 30, 2026 would not have resulted in a material effect on the fair value of our investment portfolio. For our investments that are classified as available-for-sale, unrealized gains or losses related to fluctuations in market volatility and interest rates are reflected within stockholders’ equity in accumulated other comprehensive income in the consolidated balance sheets. Such unrealized gains or losses would be realized only if we sell the investments prior to maturity.

During the three and six months ended June 30, 2026, we generated substantially all of our revenue in the United States. Accordingly, we believe that our foreign currency risk is immaterial.

Item 4. Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer and Chief Operating Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer and Chief Operating Officer have concluded that our disclosure controls and procedures as of June 30, 2026 were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer and Chief Operating Officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Information with respect to this item may be found in the accompanying Note (8), “Commitments and Contingencies,” which is incorporated herein by reference.

Item 1A. Risk Factors

We do not believe that there have been any material changes to the risk factors disclosed in Part I, Item 1A of our 2025 Annual Report. The risk factors described in our 2025 Annual Report are not the only risks we face. Factors we currently do not know, factors that we currently consider immaterial or factors that are not specific to us, such as general economic conditions, may also materially adversely affect our business or our consolidated operating results, financial condition or cash flows.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

From time to time, we may repurchase our common stock in the open market pursuant to programs approved by our board of directors (the “Board”). On November 1, 2016, our Board authorized us to repurchase up to $150.0 million of our outstanding common stock in the open market. On November 10, 2021, February 17, 2022, June 15, 2022, and February 16, 2023, we announced increases to the repurchase program totaling $1,200.0 million. These increases brought the total authorization of the repurchase program to $1,350.0 million, of which $224.4 million remained as of June 30, 2026. Under the repurchase program announced on November 1, 2016 and the aforementioned increases (collectively, the “Company Repurchase Program”), share repurchases may be made from time to time, depending on prevailing market conditions and other considerations. The Company Repurchase Program has no expiration date and may be discontinued or suspended at any time.

During the six months ended June 30, 2026, we repurchased approximately 85 thousand shares of common stock at an average price of $26.33 per share excluding broker’s fees, resulting in an aggregate purchase price of $2.3 million excluding the effect of excise taxes, funded through cash on hand. We describe in further detail the Company Repurchase Program and the shares repurchased thereunder in Part II, Item 5, “Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” and Item 8, “Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note (11)(b), Capital Stock—Treasury Stock” set forth in our 2025 Annual Report.

The following table presents repurchases of our common stock, which excludes the effect of excise taxes, during the six months ended June 30, 2026:

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended June 30, 2026, none of the Company’s directors or officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

Item 6. Exhibits

* Filed herewith.