Cross Country Healthcare director stock converted at $13.25

Dwayne Allen, a director of Cross Country Healthcare, reported a disposition to the issuer of 31,289 shares of common stock at $13.25 per share.

Rhea-AI Filing Summary

Dwayne Allen, a director of Cross Country Healthcare, reported a disposition to the issuer of 31,289 shares of common stock at $13.25 per share. The transaction occurred at the Effective Time of a merger in which Cross Country Healthcare became a wholly owned subsidiary of KL Criss Cross Intermediate, LLC, and left Allen with 0 shares of common stock. Under the merger terms, each outstanding share and restricted stock award was automatically converted into the right to receive cash based on the same $13.25 per-share Merger Consideration.

Insider Trade Summary

Disposition: 31,289 shares

Disposition 1 txn

Insider Allen Dwayne

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock F1, F2	31,289	$13.25	$415K

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (2)

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.

Key Figures

Shares disposed: 31,289 shares Merger Consideration price: $13.25 per share Post-transaction holdings: 0 shares

3 metrics

Shares disposed 31,289 shares Common stock disposed to issuer in merger-related transaction

Merger Consideration price $13.25 per share Cash consideration for each share of common stock at the Effective Time

Post-transaction holdings 0 shares Common stock directly held by Dwayne Allen after the disposition

Key Terms

Agreement and Plan of Merger, Merger Consideration, Effective Time, restricted stock award

4 terms

Agreement and Plan of Merger regulatory

"Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), 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

"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 (i) share of Issuer 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.

restricted stock award financial

"each restricted stock award with respect to shares of Common Stock outstanding immediately prior to the Effective Time"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Cross Country Healthcare (CCRN) director Dwayne Allen report?

Dwayne Allen reported a disposition of 31,289 shares of Cross Country Healthcare common stock at $13.25 per share. The shares were automatically converted to cash as part of a merger that made Cross Country Healthcare a wholly owned subsidiary of KL Criss Cross Intermediate, LLC.

Was Dwayne Allen’s Cross Country Healthcare (CCRN) transaction an open-market sale?

No. The Form 4 describes a disposition to the issuer tied to a merger, not an open-market sale. Each outstanding share was automatically converted into the right to receive $13.25 in cash at the merger’s Effective Time under the Merger Agreement.

How many Cross Country Healthcare (CCRN) shares does Dwayne Allen hold after the reported transaction?

Following the reported merger-related disposition, Dwayne Allen’s direct holdings of Cross Country Healthcare common stock are listed as 0 shares. The Form 4 shows that his previously held 31,289 shares were converted into cash consideration at $13.25 per share.

What cash consideration per share was paid in the Cross Country Healthcare (CCRN) merger?

The merger provided $13.25 in cash for each share of Cross Country Healthcare common stock outstanding immediately before the Effective Time. Restricted stock awards were also vested, cancelled, and converted into cash equal to shares underlying the award multiplied by the same $13.25 Merger Consideration.

How were restricted stock awards of Cross Country Healthcare (CCRN) treated in the merger?

At the merger’s Effective Time, each restricted stock award became fully vested, was cancelled, and converted into the right to receive cash. The cash amount equaled the number of shares subject to the award multiplied by the $13.25 per-share Merger Consideration for Cross Country Healthcare.

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

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Accepted by SEC EDGAR 07/21/2026 - 04:08 PM Learn about SEC filing dates

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^*

Allen Dwayne

(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
	Officer (give title below)		Other (specify below)

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)		31,289	D	$13.25	0	D

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.

	/s/ Dwayne Allen	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)