Merger pays $13.25 per share to Cross Country Healthcare (CCRN) holders
Rhea-AI Filing Summary
Cross Country Healthcare executive Marc S. Krug reported share-based transactions tied to a merger in which each share of common stock was converted into the right to receive $13.25 in cash. Outstanding restricted and performance-based stock awards vested, were cancelled, and converted into equivalent cash rights at that merger consideration.
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Insights
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Insider Trade Summary
Net Seller: 77,232 shares
Net Sell
3 txns
Insider
Krug Marc S.
Role
Group President, Delivery
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock F1, F2 | 77,232 | $13.25 | $1.02M |
| Grant/Award | Common Stock F3 | 47,120 | $0.00 | $0.00 |
| Disposition | Common Stock F1, F2, F3 | 47,120 | $13.25 | $624K |
Holdings After Transaction:
Common Stock — 0 shares (Direct)
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. 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.
Key Figures
Merger Consideration: $13.25 per share
Shares disposed (Transaction 1): 77,232 shares
Performance-based award shares: 47,120 shares
3 metrics
Merger Consideration
$13.25 per share
Cash paid per share of common stock at the Effective Time
Shares disposed (Transaction 1)
77,232 shares
Common stock converted into the right to receive $13.25 in cash per share
Performance-based award shares
47,120 shares
Performance-based restricted stock award vested at target, then cancelled for cash at $13.25 per share
Key Terms
Agreement and Plan of Merger, Merger Consideration, performance-based restricted stock award
3 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger (the "Merger Agreement")"
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"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transactions did Marc S. Krug report for CCRN on this Form 4?
Marc S. Krug reported two dispositions of Cross Country Healthcare common stock of 77,232 shares and 47,120 shares, and an award acquisition of 47,120 shares, all in connection with the closing of a cash merger paying $13.25 per share.
How were restricted stock awards treated for CCRN in the merger?
Each restricted stock award outstanding immediately before the effective time was fully vested, cancelled, and converted into a cash right. The cash amount equals the number of shares subject to the award multiplied by the $13.25 merger consideration per share.
What happened to performance-based restricted stock awards for CCRN in the merger?
Each performance-based restricted stock award was fully vested at target levels, then cancelled and converted into cash. The holder receives cash equal to the target number of shares under the award multiplied by the $13.25 merger consideration per share.
Was Marc S. Krug’s CCRN Form 4 filed under a Rule 10b5-1 trading plan?
The Form 4’s Rule 10b5-1 checkbox was not marked, so these transactions were not affirmatively reported as occurring under a pre-arranged trading plan. Instead, they arose from the closing mechanics of the cash merger at $13.25 per share.