CROSS COUNTRY HEALTHCARE INC

false 0001141103 0001141103 2026-07-06 2026-07-06 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): July 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) (IRS Employer Identification No.) 5201 Congress Avenue , Suite 160 , Boca Raton , FL 33487 (Address of principal executive offices) (Zip Code) ( 561 ) 998-2232 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report.) ____________________________ ☒ 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 Name of each exchange on which registered Common Stock, par value $0.0001 per share CCRN 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 8.01 Other Events. On June 15, 2026, Cross Country Healthcare, Inc., a Delaware corporation (the “ Company ”), filed a definitive proxy statement (as such may be supplemented from time to time, the “ Proxy Statement ”) with the Securities and Exchange Commission (the “ SEC ”) with respect to the special meeting of the Company’s stockholders (the “ Special Meeting ”) to be held in connection with transactions contemplated by that certain 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 the Merger as a wholly-owned subsidiary of Parent. The special meeting of the Company’s stockholders to approve the Merger is scheduled for July 16, 2026, beginning at 12:00 p.m. Eastern Time (the “ Special Meeting ”). The Company’s stockholders of record as of the close of business on June 12, 2026 will be eligible to vote at the Special Meeting. Subject to the satisfaction of the remaining conditions to closing of the Merger under the Merger Agreement, including that the Company’s stockholders vote to approve the Merger at the Special Meeting, the Company expects to complete the Merger in the third quarter of 2026. The information contained in this Current Report on Form 8-K (this “ Form 8-K ”) should be read in conjunction with the Proxy Statement, which should be read in its entirety. Litigation Relating to the Merger As of the date of this Form 8-K, attorneys representing multiple purported stockholders of the Company have delivered demand letters to the Company (collectively, the “ Demand Letters ”) alleging that the disclosures contained in the Proxy Statement are deficient and requesting that the Company supplement such disclosures prior to the Special Meeting. The Demand Letters threaten the Company with lawsuits in the event that the purported deficiencies in the Proxy Statement are not addressed but, to date, none of these stockholders have filed suit challenging the Merger. As of the date of this Form 8-K, two lawsuits relating to the Merger (collectively, the “ Lawsuits ”) have been filed: (i) Malone v. Cross Country Healthcare, Inc., et al. Index No. Unassigned, which was filed in the Supreme Court of the State of New York, County of New York on June 23, 2026 (the “ Malone Action ”) and (ii) Walsh v. Cross Country Healthcare, Inc., et al. Index No. Unassigned, which was filed in the Supreme Court of the State of New York, County of New York on June 24, 2026 (the “ Walsh Action ”). The Lawsuits were each filed by a purported stockholder of the Company as an individual action and allege, among other things, that the Proxy Statement was materially incomplete due to certain misrepresentations and omissions in violation of New York common law. The Lawsuits name as defendants the Company and its directors and seek, among other relief, an order enjoining the consummation of the Merger. It is possible that additional, similar complaints may be filed, that the Lawsuits described above may be amended, or that additional demand letters will be received by the Company. If this occurs, the Company does not intend to announce the filing or receipt of each additional, similar complaint or demand letter or any amended complaint unless required by law. The Company believes that the claims asserted in the Lawsuits and the Demand Letters are without merit. However, in order to alleviate the costs, risks and uncertainties arising from the Malone Action and the Walsh Action, the Company has determined to voluntarily supplement the Proxy Statement as described in this Form 8-K. Nothing in this Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations set forth in the Malone Action and the Walsh Action, as well as the Demand Letters, and denies that any additional disclosure in the Proxy Statement was or is required. Supplemental Disclosures The following disclosures (the “ Supplemental Disclosures ”) supplement the disclosures contained in the Proxy Statement and should be read in conjunction with the disclosures contained in the Proxy Statement, which should be read in its entirety. To the extent the information set forth herein differs from or updates information contained in the Proxy Statement, the information set forth herein shall supersede or supplement the information in the Proxy Statement. All page references are to pages in the Proxy Statement, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement. Except as otherwise described in the below Supplemental Disclosures or the documents referred to, contained in or incorporated by reference herein, the Proxy Statement and the documents referred to, contained in or incorporated by reference in the Proxy Statement are not otherwise modified, supplemented or amended. For clarity, new text within restated paragraphs from the Proxy Statement is highlighted with bold, underlined text , while deleted text is bold and stricken-through . (a) In the section of the Proxy Statement titled “Summary—The Merger and Merger Agreement—Interests of Cross Country’s Directors and Executive Officers in the Merger” the disclosure in the sixth full paragraph on page 11 and the first paragraph on page 12 is amended by replacing the paragraph with the following: Cross Country’s directors and executive officers have interests in the merger that may be different from, or in addition to, those of Cross Country stockholders generally. These interests include, among others, vesting of certa