Cross Country Healthcare director stock converted at $13.25
Cross Country Healthcare director Gale S. Fitzgerald reported dispositions of common stock to the issuer in connection with a merger in which each share was converted into the right to receive $13.25 in cash.
Rhea-AI Filing Summary
Cross Country Healthcare director Gale S. Fitzgerald reported dispositions of common stock to the issuer in connection with a merger in which each share was converted into the right to receive $13.25 in cash. She disposed of 114,331 directly held shares, while a family trust disposed of 79,918 shares; Fitzgerald disclaims beneficial ownership of the trust-held shares, and no common stock holdings remain reported.
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Insights
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Insider Trade Summary
Disposition: 194,249 shares
Disposition
2 txns
Insider
FITZGERALD GALE S
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock F1, F2 | 114,331 | $13.25 | $1.51M |
| Disposition | Common Stock F1, F2, F3 | 79,918 | $13.25 | $1.06M |
Holdings After Transaction:
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, By family trust)
Footnotes (3)
- F1. Pursuant to the 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 "Issuer"), 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 merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent, (continued in footnote 2)
- F2. at the effective time of the Merger (the "Effective Time"), each (i) share of Issuer common stock ("Common Stock") issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive $13.25 in cash (the "Merger Consideration") and (ii) each restricted stock award with respect to shares of Common Stock outstanding immediately prior to the Effective Time was fully vested, cancelled and converted into the right to receive an amount in cash equal to the number of shares of Common Stock subject to such award immediately prior to the Effective Time multiplied by the Merger Consideration.
- F3. These shares are held in a trust for the benefit of the reporting person. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
Key Figures
Direct shares disposed: 114,331 shares
Indirect shares disposed by family trust: 79,918 shares
Merger consideration per share: $13.25 cash
+1 more
4 metrics
Direct shares disposed
114,331 shares
Disposition to issuer at $13.25 per share by Gale S. Fitzgerald
Indirect shares disposed by family trust
79,918 shares
Family trust disposition to issuer at $13.25 per share; beneficial ownership disclaimed
Merger consideration per share
$13.25 cash
Each share of common stock converted into this cash amount at the Effective Time
Common stock holdings after transactions
0 shares
Total Cross Country Healthcare common stock reported after the merger-related dispositions
Key Terms
Agreement and Plan of Merger, Merger Consideration, Effective Time, restricted stock award, +1 more
5 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger dated as of May 6, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger Consideration financial
"each share of common stock was converted into the right to receive $13.25 in cash as 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, each share of common stock was automatically converted into cash"
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.
restricted stock award financial
"each restricted stock award was fully vested, cancelled and converted into the right to receive cash"
A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.
wholly owned subsidiary regulatory
"the issuer survived the Merger as a wholly owned subsidiary of Parent"
A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did Gale S. Fitzgerald report for CCRN?
Gale S. Fitzgerald reported dispositions of 114,331 directly held Cross Country Healthcare shares and 79,918 shares held by a family trust, both at $13.25 per share. These transactions occurred as part of a merger converting all common stock into cash.
Were Fitzgerald’s CCRN transactions under a Rule 10b5-1 trading plan?
The filing’s Rule 10b5-1 checkbox is not marked as affirmed, indicating these transactions were not reported as being executed under a Rule 10b5-1 trading plan or similar pre-arranged trading arrangement.
What happened to Cross Country Healthcare in the merger mentioned for CCRN?
KL Criss Cross Merger Sub merged with Cross Country Healthcare, which survived as a wholly owned subsidiary of KL Criss Cross Intermediate. At the Effective Time, each common share was converted into $13.25 cash and restricted stock awards were vested, cancelled and paid in cash.
AI-generated analysis. How Rhea-AI works. Not financial advice.
