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Cross Country Healthcare (CCRN) details insider share conversions in merger

(Very High)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Susan E. Ball, General Counsel and Secretary of Cross Country Healthcare, reported Form 4 transactions tied to the closing of a merger in which the company became a wholly owned subsidiary of KL Criss Cross Intermediate. At the merger’s Effective Time, each share of common stock converted into the right to receive $13.25 in cash.

In connection with this, she reported issuer dispositions of 241,777 and 72,872 shares of common stock at $13.25 per share, reflecting conversion of common and restricted stock into cash consideration. She also reported the vesting, at target, of a 72,872‑share performance-based restricted stock award, which was then cancelled and cashed out at the merger price.

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Insider Ball Susan E
Role General Counsel and Secretary
Type Security Shares Price Value
Disposition Common Stock F1, F2 241,777 $13.25 $3.20M
Grant/Award Common Stock F3 72,872 $0.00 $0.00
Disposition Common Stock F1, F2, F3 72,872 $13.25 $966K
Holdings After Transaction: Common Stock — 0 shares (Direct)
Footnotes (3)
  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.
Shares disposed (primary) 241,777 shares Disposition to issuer of common stock at $13.25 per share on 2026-07-21
Shares acquired (performance-based award) 72,872 shares Performance-based restricted stock award deemed acquired at the merger’s Effective Time
Shares disposed (performance-based award) 72,872 shares Disposition to issuer of shares from performance-based award at $13.25 per share
Merger Consideration price $13.25 per share Cash received per share of common stock at the Effective Time of the merger
Merger Agreement date May 6, 2026 Date of the Agreement and Plan of Merger among the issuer, Parent and Merger Sub
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 6,"
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.
Effective Time regulatory
"at the effective time of the Merger (the "Effective Time"), each share of Issuer common"
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.
performance-based restricted stock award financial
"At the Effective Time, each performance-based restricted stock award with respect to shares"

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FAQ

What insider transactions did Cross Country Healthcare (CCRN) report for Susan E. Ball?

Susan E. Ball reported issuer dispositions of 241,777 and 72,872 shares of common stock at $13.25 per share, plus a 72,872‑share performance-based restricted stock award that vested at target and was cancelled for cash in connection with a merger.

How did the merger affect Cross Country Healthcare (CCRN) common shareholders?

At the merger’s Effective Time, each share of CCRN common stock was automatically converted into the right to receive $13.25 in cash. Restricted stock awards were fully vested, cancelled and converted into cash based on the number of shares multiplied by this Merger Consideration.

What is the Merger Consideration mentioned in Cross Country Healthcare (CCRN) filings?

The Merger Consideration is $13.25 in cash per share of Cross Country Healthcare common stock. At the Effective Time, each issued and outstanding share and related restricted stock awards were converted into cash rights calculated using this per‑share amount.

What happened to restricted and performance-based stock awards for CCRN in the merger?

Time-based restricted stock awards were fully vested, cancelled and converted into cash equal to shares times $13.25. Performance-based restricted stock awards vested at target levels, were cancelled and similarly converted into cash based on the target share amount and the Merger Consideration.

Were Susan E. Ball’s CCRN transactions made under a Rule 10b5-1 trading plan?

The Form 4 indicates the Rule 10b5‑1 checkbox is not marked as affirmatively adopted, so these transactions were not reported as occurring under a Rule 10b5‑1 trading plan. They are instead tied directly to the merger’s closing mechanics.
SEC Form 4
FORM 4UNITED 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*
Ball Susan E

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
General Counsel and Secretary
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/21/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock07/21/2026D(1)(2)241,777D$13.250D
Common Stock07/21/2026A(3)72,872A$072,872D
Common Stock07/21/2026D(1)(2)(3)72,872D$13.250D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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.
/s/ Susan E. Ball07/21/2026
** Signature of Reporting PersonDate
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)