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Cross Country Healthcare director Gale S. Fitzgerald reported dispositions of common stock to the issuer in connection with a merger in which each share was converted into the right to receive $13.25 in cash. She disposed of 114,331 directly held shares, while a family trust disposed of 79,918 shares; Fitzgerald disclaims beneficial ownership of the trust-held shares, and no common stock holdings remain reported.
CROSS COUNTRY HEALTHCARE INC director Larry W. Cash reported a disposition of 223,312 shares of Common Stock on July 21, 2026. The shares were surrendered to the issuer in connection with a merger in which each share was automatically converted into the right to receive $13.25 in cash. Following this transaction, Cash reported owning 0 shares of Cross Country common stock. Restricted stock awards were also fully vested, cancelled and converted into cash based on the same $13.25 per-share merger consideration.
CROSS COUNTRY HEALTHCARE INC director Venkat Bhamidipati disposed of 29,759 shares of common stock on July 21, 2026 in connection with a merger. The shares were converted into the right to receive $13.25 in cash per share under a merger agreement with KL Criss Cross Intermediate, LLC and its subsidiary, leaving him with no remaining shares of the issuer.
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.
Cross Country Healthcare Inc. is having its common stock removed from listing and registration on the Nasdaq Stock Market LLC under Section 12(b) of the Securities Exchange Act of 1934. Nasdaq states it has complied with its rules to strike this class of securities, and the issuer is represented as having complied with applicable exchange and SEC requirements for voluntary withdrawal.
Cross Country Healthcare, Inc. stockholders approved the proposed merger under the May 6, 2026 Merger Agreement with KL Criss Cross Intermediate, LLC and its merger subsidiary at a July 16, 2026 special meeting. As of the June 12, 2026 record date, 32,306,484 shares of common stock were outstanding, and holders of 23,378,853 shares, or about 72.36%, were present or represented, constituting a quorum.
Stockholders adopted the Merger Agreement with 23,356,105 votes for, 12,309 against and 10,439 abstentions, and approved on an advisory basis the merger-related compensation for named executive officers. Because the merger proposal passed, a vote on adjournment was not needed. Subject to customary closing conditions and regulatory approvals, the merger is expected to close in the third quarter of 2026, after which Cross Country Healthcare will become a wholly owned subsidiary of the buyer, will no longer be publicly held, and its common stock will be delisted from NASDAQ and deregistered under the Exchange Act.
CROSS COUNTRY HEALTHCARE INC Chief Accounting Officer Marvin Veizaga reported a Form 4 transaction involving company common stock. On July 9, 2026, 236 shares were disposed of through share withholding to satisfy tax obligations arising from restricted stock vesting, rather than an open-market sale. Following this tax-withholding disposition, Veizaga holds 31,480 shares of common stock directly.
Cross Country Healthcare, Inc. filed a Current Report disclosing a supplemented definitive proxy statement and related supplemental disclosures for a proposed merger under an Agreement and Plan of Merger with KL Criss Cross Intermediate, LLC and its subsidiary. The Special Meeting to vote on the Merger is scheduled for July 16, 2026, and stockholders of record as of June 12, 2026 are eligible to vote.
The company notes that two lawsuits and multiple demand letters have been received challenging the proxy disclosures; the company believes the claims are without merit but will voluntarily supplement the proxy statement. The company expects, subject to remaining conditions, to complete the Merger in the third quarter of 2026.
Cross Country Healthcare, Inc. reports that the required waiting periods under the Hart-Scott-Rodino Act for its planned merger with KL Criss Cross Intermediate, LLC and the sale of its locums business to All Star Healthcare Solutions expired at 11:59 p.m. Eastern Time on June 22, 2026. This expiration removes a major regulatory condition to closing these transactions, which remain subject to other customary closing conditions. The merger is expected to close in the third quarter of 2026, and a special shareholder meeting to vote on the merger is scheduled for July 16, 2026 at 12:00 p.m. Eastern Time.