Cross Country Healthcare (NASDAQ: CCRN) taken private at $13.25 cash

Rhea-AI Filing Summary

Cross Country Healthcare, Inc. completed its previously announced merger with KL Criss Cross Merger Sub, Inc., an affiliate of Knox Lane, on July 21, 2026. Each share of Company common stock was converted into the right to receive $13.25 in cash per share, without interest and subject to withholding taxes. Outstanding restricted stock and performance stock awards were vested, canceled and cashed out based on the same $13.25 price, with performance awards settled at the greater of target or actual performance. Parent funded the transaction through a combination of cash on hand, including Company balance sheet cash, equity financing and debt financing, and the Company discharged all obligations under its ABL Credit Agreement dated October 25, 2019.

As of the merger’s effective time, Cross Country Healthcare became a wholly owned subsidiary of Parent, a change in control occurred, and holders of common stock ceased to have shareholder rights other than the right to receive the cash merger consideration. Trading in the Company’s shares on Nasdaq was suspended on July 21, 2026, with a Form 25 to remove the listing and an intended Form 15 to terminate registration and suspend SEC reporting. The pre-merger board members, including co‑founder and CEO Kevin C. Clark, resigned, and the directors and officers of Merger Sub assumed those roles. Joel Tremblay was appointed Chief Executive Officer, and the Company’s locums division was acquired by All Star Healthcare Solutions, a Knox Lane portfolio company.

8-K Event Classification

9 items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01

9 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Merger consideration per share: $13.25 per share Merger closing date: July 21, 2026 Common stock par value: $0.0001 per share +1 more

4 metrics

Merger consideration per share $13.25 per share Cash paid for each share of common stock at the effective time of the merger

Merger closing date July 21, 2026 Date Merger Sub merged with and into Cross Country Healthcare and trading was suspended

Common stock par value $0.0001 per share Par value of Cross Country Healthcare common stock listed on Nasdaq before the merger

ABL Credit Agreement date October 25, 2019 Date of ABL Credit Agreement that was discharged and terminated at merger closing

Key Terms

Merger Consideration, Effective Time, Form 25, Form 15, +1 more

5 terms

Merger Consideration financial

"was automatically converted into the right to receive $13.25 in cash... the Merger Consideration"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

Effective Time regulatory

"at the effective time of the Merger (the Effective Time), each share of common stock"

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

Form 25 regulatory

"file a notification of removal from listing of Company Common Stock on Form 25"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

Form 15 regulatory

"The Company intends to file Form 15 with the SEC to terminate the registration"

A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

change in control financial

"At the Effective Time, a change in control of the Company occurred"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

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FAQ

What happened to Cross Country Healthcare (CCRN) on July 21, 2026?

On July 21, 2026, Cross Country Healthcare completed a merger with an affiliate of Knox Lane and became a wholly owned private subsidiary. Each share of common stock was converted into the right to receive $13.25 in cash, ending public trading in CCRN shares.

What cash consideration per share are CCRN shareholders entitled to receive?

Each share of Cross Country Healthcare common stock is entitled to $13.25 in cash, without interest and subject to applicable withholding taxes. This merger consideration also underpins cash payouts for vested restricted stock and performance stock awards outstanding immediately before the merger’s effective time.

What will happen to Cross Country Healthcare (CCRN) Nasdaq listing and SEC reporting?

Trading in Cross Country Healthcare common stock on Nasdaq was suspended July 21, 2026, with a Form 25 requested to remove the listing. After Form 25 is effective, the Company intends to file Form 15 to terminate registration and suspend ongoing Exchange Act reporting obligations.

Who is the new CEO of Cross Country Healthcare (CCRN) after the Knox Lane acquisition?

Following completion of the transaction, Joel Tremblay was appointed Chief Executive Officer of Cross Country Healthcare. Co‑founder, CEO and Chairman Kevin C. Clark retired from leadership roles and will support Tremblay and the Company to help ensure a smooth transition.

How was the Cross Country Healthcare (CCRN) merger financed and what happened to its credit facility?

Parent obtained funds for the merger through cash on hand (including Company balance sheet cash), equity financing and debt financing. Concurrently with closing, Cross Country Healthcare discharged all obligations and terminated commitments and liens under its ABL Credit Agreement dated October 25, 2019.

What rights do former CCRN shareholders have after the merger closed?

At the merger’s effective time, holders of Cross Country Healthcare common stock ceased to have shareholder rights other than the right to receive the cash merger consideration. Their shares were automatically converted solely into the right to receive $13.25 per share under the merger agreement.

What role does All Star Healthcare Solutions play in the Cross Country Healthcare (CCRN) deal?

As part of the transaction, Cross Country Healthcare’s locums division was acquired by All Star Healthcare Solutions, a Knox Lane portfolio company. This places the locum tenens business under All Star’s ownership while Cross Country continues as a private, standalone healthcare workforce solutions company.

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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 21, 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.) 

____________________________

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 (see General Instruction A.2. of Form 8-K):

☐	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. ☐

Introduction

On July 21, 2026, pursuant to the previously announced Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 6, 2026, by and among Cross Country Healthcare, Inc., a Delaware corporation (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”), Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.

Pursuant to 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 (“Company Common Stock”) that was issued and outstanding immediately prior to the Effective Time (including the shares of Company Common Stock subject to certain Company equity awards, as described in more detail below, but excluding (i) Company Common Stock 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) Company Common Stock with respect to which appraisal rights are properly demanded and not withdrawn or lost under Section 262 of the General Corporation Law of the State of Delaware) was automatically converted into the right to receive $13.25 in cash, without interest and subject to any applicable withholding taxes (the “Merger Consideration”).

Effective as of immediately prior to the Effective Time, each Company restricted stock award that was outstanding immediately prior to the Effective Time was fully vested, canceled and converted into the right to receive an amount in cash equal to (i) the number of shares of Company Common Stock subject to such Company restricted stock award immediately prior to the Effective Time multiplied by (ii) the Merger Consideration.

Effective as of immediately prior to the Effective Time, each Company performance stock award that was outstanding immediately prior to the Effective Time was vested with performance as of immediately prior to the Effective Time deemed to be achieved at the greater of target performance and actual performance, and each such vested Company performance stock award was canceled and converted into the right to receive an amount in cash equal to (i) the number of shares of Company Common Stock 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 (ii) the Merger Consideration.

The foregoing description of the Merger Agreement and the transactions contemplated thereby, including the Merger, does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, which is incorporated by reference as Exhibit 2.1, to this Current Report on Form 8-K.

Item 1.02. Termination of a Material Definitive Agreement.

Concurrently with the closing of the Merger, the Company discharged all obligations and terminated all credit commitments, security interests and other liens outstanding under the ABL Credit Agreement, dated October 25, 2019, by and among the Company, Wells Fargo Bank, National Association, as administrative and collateral agent, and the lenders party thereto.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introduction and Item 1.02 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introduction of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

In connection with the consummation of the Merger, the Company requested that The Nasdaq Stock Market LLC (“Nasdaq”) (i) suspend trading of Company Common Stock on Nasdaq and remove Company Common Stock from listing on Nasdaq, in each case, prior to the opening of the market on July 21, 2026; and (ii) file a notification of removal from listing of Company Common Stock on Form 25 with the Securities and Exchange Commission (“SEC”) on July 21, 2026. As a result, trading of Company Common Shares on Nasdaq was suspended on July 21, 2026.

The Company intends to file Form 15 with the SEC to terminate the registration of Company Common Stock under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and suspend the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act following the effectiveness of such Form 25.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in the Introduction, Item 1.02, Item 2.01, Item 3.01, Item 5.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

At the Effective Time, each holder of Company Common Stock immediately prior to the Effective Time ceased to have any rights as a Company shareholder other than the right to receive the Merger Consideration pursuant to the Merger Agreement.

Item 5.01. Changes in Control of Registrant.

The information set forth in the Introduction, Item 1.02, Item 2.01, Item 3.01, Item 3.03, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

At the Effective Time, a change in control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent. Parent obtained the funds necessary to fund the Merger through a combination of cash on hand, including balance sheet cash of the Company, equity financing and debt financing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.

As of the Effective Time and as a result of the completion of the Merger, the directors of Merger Sub became the sole directors of the Company. Accordingly, as of the Effective Time and in accordance with the Merger Agreement, the following persons, constituting all the directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “Board”) and the committees of the Board on which they served, if any, immediately prior to the Effective Time: Kevin C. Clark, W. Larry Cash, Venkat Bhamidipati, Dwayne Allen, Gale Fitzgerald and Janice Nevin. These resignations were in connection with the Merger and not a result of any disagreements between the Company and the resigning directors on any matter relating to the Company’s operations, policies or practices.

Additionally, as of the Effective Time and as a result of the completion of the Merger, the officers of Merger Sub became the sole officers of the Company.

Item 5.03. Amendment to Articles of Incorporation.

The information set forth in the Introduction, Item 1.02, Item 2.01, Item 3.03, Item 5.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Pursuant to the Merger Agreement, at the Effective Time, the articles of incorporation of the Company were amended and restated and, upon the amendment and restatement, shall be the articles of incorporation of the Company until further amended. A copy of the Company’s amended and restated articles of incorporation is attached as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated by reference into this Item 5.03.

Item 8.01. Other Events.

On July 21, 2026, Parent and the Company issued a press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.

Item 9.01. Exhibits.

(d) Exhibits.

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of May 6, 2026, by and among Cross Country Healthcare, Inc., KL Criss Cross Intermediate, LLC and KL Criss Cross Merger Sub, Inc. 8-K (File No. 000-33169) filed on May 7, 2026).*
3.1		Second Amended and Restated Certificate of Incorporation of Cross Country Healthcare, Inc., dated July 21, 2026.
99.1		Press Release, dated July 21, 2026.
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

* Schedules and similar attachments have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or similar attachment will be furnished to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CROSS COUNTRY HEALTHCARE, INC.
Date: July 27, 2026
	By:	/s/ Joel Tremblay
		Name:	Joel Tremblay
		Title:	Chief Executive Officer

Exhibit 99.1

KNOX LANE COMPLETES ACQUISITION OF CROSS COUNTRY HEALTHCARE

Appoints Joel Tremblay as Chief Executive Officer

SAN FRANCISCO and BOCA RATON, Fla. — July 21, 2026 — Knox Lane, a growth-oriented investment firm, today announced the completion of its acquisition of Cross Country Healthcare, Inc. ("Cross Country Healthcare" or the "Company"), a leading technology-enabled healthcare workforce solutions company.

In conjunction with the closing of the transaction, Joel Tremblay has been appointed Chief Executive Officer of Cross Country Healthcare. Kevin C. Clark, Co-Founder, Chief Executive Officer, and Chairman of the Board, will retire from his leadership roles and will support the Company and Mr. Tremblay to ensure a seamless transition.

Mr. Tremblay brings nearly two decades of leadership experience across the healthcare workforce solutions industry. Most recently, he served as President of Medical Solutions, where he played a key role in building and scaling one of the nation's largest clinical staffing organizations.

"I am honored to lead Cross Country Healthcare as it returns to private ownership and enters its next phase of growth,” said Mr. Tremblay. “With its trusted brand, leading market presence, and differentiated platform, the Company is uniquely positioned to help clients navigate workforce challenges and ensure access to quality patient care. As a private company, we will have an enhanced ability to invest in innovation, strengthen our capabilities, and deliver greater value to clients, healthcare professionals, and the communities we serve. I look forward to working alongside this talented team to build upon the Company's strong foundation and drive long-term growth."

The completion of the transaction marks the beginning of a new era for Cross Country Healthcare as a privately held, standalone company focused on advancing workforce solutions through continued investment in technology, innovation, and operational excellence. As part of the transaction, Cross Country Healthcare's locums division has been acquired by All Star Healthcare Solutions, a portfolio company of Knox Lane.

"Cross Country Healthcare occupies a distinctive position at the intersection of healthcare workforce solutions and technology,” said John Bailey, Managing Partner at Knox Lane and Shamik Patel, Partner at Knox Lane. “The Company has established a recognized market position, a trusted brand, and a differentiated platform designed to address critical workforce challenges across the healthcare ecosystem. We’re thrilled to work with Joel again and look forward to partnering with the entire Cross Country Healthcare team to accelerate innovation, expand capabilities, and create long-term value for clients, healthcare professionals, and stakeholders.”

"I am incredibly proud of the Cross Country Healthcare team and everything that we have accomplished. For more than four decades, Cross Country has been committed to helping healthcare organizations address workforce challenges and ensure access to quality patient care,” said Mr. Clark. “This transaction marks an important next step for the Company's future, and I am confident Knox Lane’s strategic partnership and Joel’s proven leadership will support the Company’s growth and evolution. I look forward to seeing the organization build on its legacy of leadership while continuing to serve clients and healthcare professionals with excellence."

Advisors

BofA Securities, Inc. served as exclusive financial advisor to Cross Country Healthcare and delivered a fairness opinion to the Cross Country Healthcare Board of Directors. Davis Polk & Wardwell LLP served as legal counsel to Cross Country Healthcare. MTS Health Partners served as exclusive financial advisor to Knox Lane and Kirkland & Ellis LLP served as its legal counsel.

About Cross Country Healthcare

Cross Country Healthcare is a technology-driven healthcare workforce solutions company that helps healthcare organizations solve complex labor challenges. Through its staffing, advisory, and workforce technology capabilities, Cross Country supports health systems across nursing, allied health, and nonclinical service lines.

Through Intellify, its workforce intelligence platform, Cross Country helps healthcare leaders gain greater visibility across workforce spend, supplier performance, labor demand, and operational execution, supporting faster decisions and stronger workforce outcomes. Learn more at www.CrossCountry.com and www.Intellify.com.

About Knox Lane

Knox Lane is a growth-oriented investment firm based in San Francisco, comprised of a team of accomplished investors and operators with a strong track record of partnering with leading companies to accelerate growth. Knox Lane employs an investor-operator mindset and provides support across human capital, brand management, AI and digital transformation, sourcing, supply chain and logistics, strategic acquisitions, and business development. For more information, visit www.knoxlane.com.

Media Contacts

Knox Lane
Erik Carlson / Woomi Yun
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449

Cross Country/Intellify
Karen Varga-Sinka
kvargasinka@crosscountry.com

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 9.5 KB

Other Documents

• EX-3.1 EXHIBIT 3.1 19.9 KB
• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.9 KB