Cross Country Healthcare (NASDAQ: CCRN) CEO stock cashed out at $13.25

Rhea-AI Filing Summary

Cross Country Healthcare Chief Executive Officer Clark Kevin Cronin reported merger-related equity transactions on July 21, 2026. In connection with the company’s acquisition by KL Criss Cross Intermediate, his common and restricted shares, including performance-based awards and shares held by his spouse, were converted and disposed to the issuer for $13.25 per share in cash merger consideration.

Insider Trade Summary

Net Seller: 952,094 shares

Net Sell 4 txns

Insider Clark Kevin Cronin

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Disposition	Common Stock F1, F2	948,133	$13.25	$12.56M
Grant/Award	Common Stock F3	247,416	$0.00	$0.00
Disposition	Common Stock F1, F2, F3	247,416	$13.25	$3.28M
Disposition	Common Stock F1, F2, F4	3,961	$13.25	$52K

Holdings After Transaction: Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, By Spouse)

Footnotes (4)

1. 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)
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.
3. F3. At the Effective Time, each performance-based restricted stock award with respect to shares of Common Stock outstanding immediately prior to the Effective Time was fully vested (at target levels) and 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 (at target) immediately prior to the Effective Time multiplied by the Merger Consideration.
4. F4. Represents shares held by Mr. Clark's spouse. Mr. Clark disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

Key Figures

Common shares disposed: 948,133 shares Merger Consideration: $13.25 per share Performance-based awards vested: 247,416 shares +2 more

5 metrics

Common shares disposed 948,133 shares Direct common stock holdings converted to cash at $13.25 per share at the merger Effective Time

Merger Consideration $13.25 per share Cash paid for each share of common stock and for restricted stock awards at the Effective Time

Performance-based awards vested 247,416 shares Performance-based restricted stock awards vested at target, then cancelled and converted to cash at $13.25 per share

Spouse-held shares disposed 3,961 shares Indirect holdings by spouse converted to cash at $13.25 per share; beneficial ownership disclaimed except for pecuniary interest

Transaction date July 21, 2026 Date of the reported merger-related dispositions and award vesting

Key Terms

Agreement and Plan of Merger, Merger Consideration, performance-based restricted stock award, pecuniary interest

4 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

"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.

performance-based restricted stock award financial

"each performance-based restricted stock award with respect to shares of Common Stock"

pecuniary interest financial

"disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/21/2026 - 04:11 PM Accepted by SEC EDGAR 07/21/2026 - 04:10 PM Learn about SEC filing dates

FAQ

What did CCRN CEO Clark Kevin Cronin report in this Form 4?

Clark Kevin Cronin reported merger-related equity transactions where his Cross Country Healthcare common and restricted shares were converted and disposed for $13.25 per share in cash, including performance-based awards and shares attributed to his spouse.

At what price were Cross Country Healthcare (CCRN) shares converted in the merger?

Each share of Cross Country Healthcare common stock was automatically converted into the right to receive $13.25 in cash, defined as the Merger Consideration, at the merger’s Effective Time for both outstanding common shares and restricted stock awards.

How many CCRN performance-based restricted stock awards vested for the CEO?

At the Effective Time, 247,416 performance-based restricted stock awards tied to Cross Country common stock vested at target levels, were cancelled, and converted into a cash payment equal to the number of shares multiplied by the $13.25 Merger Consideration.

Were the CCRN CEO’s transactions open-market sales or merger-related conversions?

The reported transactions were dispositions to the issuer and cash conversions under a Merger Agreement, not open-market sales, with each affected share or award converted into the right to receive $13.25 in cash at the Effective Time.

What happened to Cross Country Healthcare shares held by the CEO’s spouse?

An indirect holding of 3,961 Cross Country Healthcare shares, held by Mr. Clark’s spouse, was also disposed for $13.25 per share in the merger; Mr. Clark disclaims beneficial ownership of these shares except for his pecuniary interest.

Did CCRN restricted stock awards also receive the $13.25 merger consideration?

Yes. Each restricted stock award outstanding immediately prior to the Effective Time fully vested, was cancelled, and converted into a cash amount equal to the underlying shares multiplied by $13.25, the same Merger Consideration paid for common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Clark Kevin Cronin

(Last) (First) (Middle)

C/O CROSS COUNTRY HEALTHCARE, INC.

5201 CONGRESS AVENUE, SUITE 160

(Street)

BOCA RATON FLORIDA 33487

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CROSS COUNTRY HEALTHCARE INC [ CCRN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/21/2026		D(1)(2)		948,133	D	$13.25	0	D
Common Stock	07/21/2026		A(3)		247,416	A	$0	247,416	D
Common Stock	07/21/2026		D(1)(2)(3)		247,416	D	$13.25	0	D
Common Stock	07/21/2026		D(1)(2)		3,961	D	$13.25	0	I	By Spouse(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 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)

2. 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.

3. At the Effective Time, each performance-based restricted stock award with respect to shares of Common Stock outstanding immediately prior to the Effective Time was fully vested (at target levels) and 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 (at target) immediately prior to the Effective Time multiplied by the Merger Consideration.

4. Represents shares held by Mr. Clark's spouse. Mr. Clark disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

	/s/ Kevin C. Clark	07/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)