Cross Country Healthcare exec reports $13.25 merger cash-out

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.

Accepted by SEC EDGAR 07/21/2026 - 04:12 PM EDT Learn about SEC filing dates

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.

Insider Trade Summary

3 transactions reported

Mixed 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)

Holdings Before and After: Common Stock, 77,232 to 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.

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"

FAQ

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

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.

What cash amount per share are CCRN stockholders entitled to receive in the merger?

Each share of Cross Country Healthcare common stock is entitled to $13.25 in cash as merger consideration. At the effective time, all issued and outstanding common shares were automatically converted into the right to receive this fixed cash amount 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.

What corporate transaction triggered these insider movements in CCRN shares?

The movements stem from a merger where a subsidiary of KL Criss Cross Intermediate, LLC merged into Cross Country Healthcare. The issuer survived as a wholly owned subsidiary, and all common shares and equity awards were converted into cash rights at $13.25 per share.

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

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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^*

Krug Marc S.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Group President, Delivery

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)		77,232	D	$13.25	0	D
Common Stock	07/21/2026		A(3)		47,120	A	$0	47,120	D
Common Stock	07/21/2026		D(1)(2)(3)		47,120	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.

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/ Marc S. Krug	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).
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* Form 4: SEC 1474 (03-26)