CROSS COUNTRY HEALTHCARE INC

false 0001141103 0001141103 2026-05-06 2026-05-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ FORM 8-K ____________________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2026 ____________________________ Cross Country Healthcare, Inc. (Exact Name of Registrant as Specified in Its Charter) ____________________________ Delaware 0-33169 13-4066229 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 6551 Park of Commerce Boulevard, N.W. , Boca Raton , FL 33487 (Zip Code) (Address of Principal Executive Offices) Registrant’s Telephone Number, Including Area Code: ( 561 ) 998-2232 Not Applicable (Former Name or Former Address, if Changed Since Last Report) ____________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.0001 per share CCRN The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01. Entry Into a Material Definitive Agreement. Agreement and Plan of Merger On May 6, 2026, Cross Country Healthcare, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), by and among the Company, KL Criss Cross Intermediate, LLC, a Delaware limited liability company (“ Parent ”), and KL Criss Cross Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”), pursuant to which Merger Sub will merge with and into the Company (the “ Merger ”), with the Company surviving as a wholly owned subsidiary of Parent (the “ Surviving Corporation ”). Capitalized terms used but not defined herein shall the meanings given to them in the Merger Agreement. Merger Consideration Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “ Effective Time ”), each share of common stock of the Company, par value $0.0001 per share (a “ Company Common Share ”) (excluding (i) Company Common Shares held by the Company as treasury shares or owned by Parent, Merger Sub or any other subsidiary of Parent immediately prior to the Effective Time and (ii) Dissenting Company Shares (as defined in the Merger Agreement)), issued and outstanding immediately prior to the Effective Time will automatically be converted into the right to receive $13.25 in cash, without interest (the “ Merger Consideration ”). Pursuant to the Merger Agreement, unless otherwise mutually agreed to by the parties, effective as of immediately prior to the Effective Time: · Each restricted stock or unit award with respect to Company Common Shares that is subject solely to service-based vesting conditions (each, a “ Company Restricted Stock Award ”) that is outstanding immediately prior to the Effective Time will, automatically and without any action on behalf of the holder thereof, be fully vested, canceled and converted into the right to receive an amount in cash equal to (i) the number of Company Common Shares subject to such Company Restricted Stock Award immediately prior to the Effective Time multiplied by (ii) the Merger Consideration, and will be paid at or as soon as practicable after the Effective Time, and will be subject to any applicable withholding; and · Each restricted stock or unit award with respect to Company Common Shares that is subject to service- and performance-based vesting conditions (each, a “ Company Performance Stock Award ”) that is outstanding immediately prior to the Effective Time will, automatically and without any action on behalf of the holder thereof, be vested with performance as of immediately prior to the Effective Time to be deemed to be achieved at the greater of target performance and actual performance (each, a “ Vested Company Performance Stock Award ”), and each such Vested Company Performance Stock Award will be canceled and converted into the right to receive an amount in cash equal to (A) the number of Company Common Shares subject to such Vested Company Performance Stock Award immediately prior to the Effective Time (after taking into account the performance in the manner set forth above) multiplied by (B) the Merger Consideration, and will be paid at or as soon as practicable after the Effective Time, and will be subject to any applicable withholding. If the Merger is consummated, the Company’s securities will be delisted from the Nasdaq Global Select Market and deregistered under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), as promptly as practicable after the Effective Time. Closing Conditions The consummation of the Merger (the “ Closing ”) is subject to certain customary mutual conditions, including (i) the approval of the Company’s stockholders holding a majority of the voting power of the outstanding Company Common Shares entitled to vote on the adoption of the Merger Agreement, voting together as a single class (the “ Company Stockholder Approval ”), (ii) the absence of any order or law issued by any governmental authority prohibiting, rendering illegal or permanently enjoining the consummation of the Merger or, solely in respect of the Hart Scott Rodino Antitrust Improvements Act of 1976 (the “ HSR Act ”) or the Clayton Antitrust Act of 1914, the potential sale, conditioned upon the consummation of the Closing, of all or part of the locums business division of the Company to an affiliate of Parent (the “ Locums Transaction ”) (a “ Legal Restraint ”), and (iii) the expiration or termination of any waiting period (or extensions thereof) applicable to the consummation of the Merger or the Locums Transaction under the HSR Act and any commitment to or agreement (including any timing agreement) with any governmental authority with respect thereto (in each case, that was mutually agreed by Parent and the Company) to delay the consummation of, or not to consummate before a certain date, any of the transactions contemplated by the Merger Agreement (including the Locums Transaction). The obligation of each party to consummate the Merger is also conditioned upon (i) performance and compliance by the other party in all material respects with its pre-Closing obligations and covenants under the Merger Agreement, (ii) the accuracy of the representations and warranties of the other party (subject to customary materiality qualifiers) as of the date of the Merger Agreement and/or as of the Closing (as applicable), and (iii) in Parent’s case, the absence of a continuing material adverse effect with respect to the Company and its subsidiaries, taken as a whole. The Merger is not subject to a financing condition. Representations and Warranties and Covenants The Company and Pa