The purpose of the following Management’s Discussion and Analysis (MD&A) is to help facilitate the understanding of significant factors influencing the quarterly operating results, financial condition, and cash flows of the Company. Additionally, MD&A also conveys our current expectations of the potential impact of known trends, events, or uncertainties that may impact future results. MD&A is provided as a supplement to, and should be read in conjunction with, our Annual Report on Form 10-K for the year ended December 31, 2025 (2025 Form 10-K) (including Part I, Item 1A. “Risk Factors”), our financial statements and the accompanying notes to our financial statements. Business Overview We provide total talent management services, including strategic workforce solutions, contingent staffing, permanent placement, and consultative services for healthcare customers across the continuum of care, by recruiting and placing highly qualified healthcare professionals in virtually every specialty and area of expertise. In addition to clinical roles such as school nurses, speech language, and behavioral therapists, we place non-clinical professionals such as teachers, substitute teachers, and other education specialties at educational facilities across the nation. Our diverse customer base includes both public and private acute care and non-acute care hospitals, outpatient clinics, ambulatory care facilities, single and multi-specialty physician practices, rehabilitation facilities, Program of All-Inclusive Care for the Elderly (PACE) programs, urgent care centers, local and national healthcare systems, managed care providers, public and charter schools, correctional facilities, government facilities, pharmacies, and many other healthcare providers. Through our national staffing teams, we offer our workforce solutions and place clinicians on travel and per diem assignments, local short-term contracts, and permanent positions. In addition, we continually evaluate opportunities to acquire companies that would complement or enhance our business, like Workforce Solutions Group, Inc. (WSG) and Mint Medical Physician Staffing, LP and Lotus Medical Staffing LLC (collectively, Mint). Our workforce solutions include managed service programs (MSPs), vendor management systems (VMS), caregiver services to PACE programs (home based PACE services), education health services, recruitment process outsourcing (RPO), project management, and other outsourcing and consultative services as described in Item 1. “Business” in our 2025 Form 10-K. By utilizing the solutions that we offer, customers are able to better plan their personnel needs, optimize their talent acquisition and management processes, strategically flex and balance their workforce, have access to quality healthcare personnel, and provide continuity of care for improved patient outcomes. The Company’s two reportable segments offer services to its customers as described below: ● Nurse and Allied Staffing – Nurse and Allied Staffing represented approximately 84% of total revenue in the first quarter of 2026. The Nurse and Allied Staffing segment provides workforce solutions and traditional staffing, including temporary and permanent placement of travel nurses and allied professionals, as well as per diem and contract nurses and allied personnel. We also provide clinical and non-clinical professionals on short-term and long-term assignments to customers such as local and national healthcare plans, managed care providers, public and charter schools, correctional facilities, skilled nursing facilities, and other non-acute settings. In addition, Nurse and Allied Staffing provides executive search services for healthcare professionals, as well as contingent search. We provide flexible workforce solutions to our healthcare customers through diversified offerings designed to meet their unique needs, including MSP, RPO, and consulting services. We also offer our Software as a Service (SaaS)-based, proprietary, vendor management technology, Intellify® to facilities to manage all or a portion of their agency services. ● Physician Staffing – Physician Staffing represented approximately 16% of total revenue in the first quarter of 2026. Physician Staffing provides physicians in many specialties, as well as certified registered nurse anesthetists, nurse practitioners, and physician assistants as independent contractors on temporary assignments throughout the United States (U.S.). 23 Recent Events On May 6, 2026, the Company entered into an Agreement and Plan of Merger with KL Criss Cross Intermediate, LLC, a Delaware corporation (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 will merge with and into the Company (Merger), with the Company surviving as a wholly owned subsidiary of Parent. If the Merger is consummated, the Company’s securities will be delisted from the Nasdaq Global Select Market and deregistered under the Securities Exchange Act of 1934, as amended, as promptly as practicable after the effective time of the Merger. For additional information regarding the proposed Merger, see Note 16 – Subsequent Event. Summary of Operations For the quarter ended March 31, 2026, consolidated revenue decreased 17.8% year-over-year to $241.1 million, primarily due to volume declines in the Nurse and Allied Staffing and Physician Staffing segments. These declines were partly offset by continued growth in Cross Country Community Care, which was up 15.8% over the prior-year period. Net loss attributable to common stockholders in the first quarter of 2026 was $4.3 million, as compared to net loss of $0.5 million for the same period in the prior year. For the three months ended March 31, 2026, cash and cash equivalents totaled $105.6 million. During the first quarter, the Company repurchased 657,653 shares under the Repurchase Program (as defined below). Cash flow provided by operating activities for the three months ended March 31, 2026 was $4.8 million. As of March 31, 2026, there were no borrowings drawn under the revolving senior-secured asset-based credit facility (ABL), and borrowing base availability under the ABL was $109.3 million, with $91.0 million of availability net of $18.3 million of letters of credit. See Note 8 - Debt to our condensed consolidated financial statements. See Results of Operations, Segment Results, and Liquidity and Capital Resources sections that follow for further information. Operating Metrics We evaluate our financial condition by tracking operating metrics and financial results specific to each of our segments. Key operating metrics include hours worked, days filled, number of contract personnel on a full-time equivalent (FTE) basis, revenue per FTE, and revenue per day filled. Other operating metrics include number of open orders, candidate applications, contract bookings, length of assignment, bill and pay rates, renewal and fill rates, number of active searches, and number of placements. These operating metrics are representative of trends that assist management in evaluating business performance. Due to the timing of our business process and other factors, certain of these operating metrics may not necessarily correlate to the reported U.S. generally accepted accounting principles (U.S. GAAP) results for the periods presented. Some of the segment financial results analyzed include revenue, operating expenses, and contribution income. In addition, we monitor cash flow, as well as operating and leverage ratios, to help us assess our liquidity needs. Business Segment Business Measurement Nurse and Allied Staffing FTEs represent the average number of Nurse and Allied Staffing contract personnel on a full-time equivalent basis. Average revenue per FTE per day is calculated by dividing the Nurse and Allied Staffing revenue, excluding permanent placement, per FTE by the number of days worked in the respective periods. Physician Staffing Days filled is calculated by dividing the total hours invoiced during the period, including an estimate for the impact of accrued revenue, by eight hours. Revenue per day filled is calculated by dividing revenue as reported by days filled for the period presented. 24 Results of Operations The following table summarizes, for the periods indicated, selected condensed consolidated statements of operations and comprehensive loss data expressed as a percentage of revenue. Our historical results of operations are not necessarily indicative of future operating results. Three Months Ended March 31, 2026 2025 Revenue from services 100.0 % 100.0 % Direct operating expenses 80.3 80.0 Selling, general and administrative expenses 19.0 17.9 Depreciation and amortization 1.5 1.6 Acquisition and integration-related (income) costs — 0.7 Restructuring costs 0.3 0.1 Legal and other losses 0.5 — Impairment charges 0.1 — Loss from operations (1.7) (0.3) Interest expense 0.2 0.2 Interest income (0.4) (0.2) Loss before income tax (1.5) (0.3) Income tax expense (benefit) 0.3 (0.1) Net loss attributable to common stockholders (1.8) % (0.2) % 25 Comparison of Results for the Three Months Ended March 31, 2026 and the Three Months Ended March 31, 2025 Three Months Ended March 31, Increase (Decrease) Increase (Decrease) 2026 2025 $ % (Amounts in thousands) Revenue from services $ 241,057 $ 293,408 $ (52,351) (17.8) % Direct operating expenses 193,466 234,750 (41,284) (17.6) % Selling, general and administrative expenses 45,812 52,486 (6,674) (12.7) % Credit loss expense 61 35 26 74.3 % Depreciation and amortization 3,669 4,772 (1,103) (23.1) % Acquisition and integration-related (income) costs (7) 2,041 (2,048) (100.3) % Restructuring costs 765 301 464 154.2 % Legal and other losses 1,213 — 1,213 100.0 % Impairment charges 233 — 233 100.0 % Loss from operations (4,155) (977) (3,178) (325.3) % Interest expense 567 543 24 4.4 % Interest income (974) (681) (293) (43.0) % Other (income) expense, net (14) 60 (74) (123.3) % Loss before income tax (3,734) (899) (2,835) (315.4) % Income tax expense (benefit) 532 (409) 941 230.1 % Net loss attributable to common stockholders $ (4,266) $ (490) $ (3,776) (770.6) % Revenue from services Revenue from services decreased 17.8% to $241.1 million for the three months ended March 31, 2026, as compared to $293.4 million for the three months ended March 31, 2025, primarily due to volume declines in the Nurse and Allied Staffing and Physician Staffing segments. See further discussion in Segment Results. Direct operating expenses Direct operating expenses consist primarily of field employee compensation and independent contractor expenses, housing expenses, travel expenses, and related insurance expenses. Direct operating expenses decreased $41.3 million, or 17.6%, to $193.5 million for the three months ended March 31, 2026, as compared to $234.8 million for the three months ended March 31, 2025, as a result of revenue decreases. As a percentage of total revenue, direct operating expenses increased to 80.3%, as compared to 80.0% in the prior-year period. Selling, general and administrative expenses Selling, general and administrative expenses decreased 12.7% to $45.8 million for the three months ended March 31, 2026, as compared to $52.5 million for the three months ended March 31, 2025, primarily due to decreases in compensation and benefit expenses as a result of lower headcount, as well as reductions in variable compensation, professional fees, and marketing expense, partially offset by severance payments and related fees associated with the separation of two officers during the period, and higher software and hardware costs . As a percentage of total revenue, selling, general and administrative expenses increased to 19.0% for the three months ended March 31, 2026, as compared to 17.9% for the three months ended March 31, 2025. 26 Depreciation and amortization expense Depreciation and amortization expense for the three months ended March 31, 2026 was $3.7 million, as compared to $4.8 million for the three months ended March 31, 2025. As a percentage of revenue, depreciation and amortization expense was 1.5% for the three months ended March 31, 2026 and 1.6% for the three months ended March 31, 2025. Acquisition and integration-related (income) costs Acquisition and integration-related costs of $2.0 million for the three months ended March 31, 2025 related primarily to fees associated with the then-pending merger with Aya Healthcare, Inc. (Aya Merger). For the three months ended March 31, 2026, we recorded a subsequent immaterial credit associated with the termination of the agreement and plan of merger that provided for the Aya Merger. Restructuring costs Restructuring costs of $0.8 million and $0.3 million for the three months ended March 31, 2026 and 2025, respectively, were primarily comprised of employee termination costs. See Note 2 - Summary of Significant Accounting Policies to our condensed consolidated financial statements. Legal and other losses During the first quarter of 2026, the Company recorded $1.2 million in legal fees and settlement charges related to various cases and claims. There were no such charges during the first quarter of 2025. Impairment charges Non-cash impairment charges for the three months ended March 31, 2026 related to right-of-use assets and related property and equipment in connection with those assets. There were no such charges during the first quarter of 2025. Interest income Interest income was $1.0 million for the three months ended March 31, 2026, as compared to $0.7 million for the three months ended March 31, 2025, due to higher average cash on hand deposited in interest bearing accounts, partially offset by lower available interest rates during the quarter. Income tax expense (benefit) Income tax expense totaled $0.5 million for the three months ended March 31, 2026, compared to income tax benefit of $0.4 million for the three months ended March 31, 2025. As a result of the increase in the valuation allowance, income tax expense for the first quarter of 2026 was impacted by international and state taxes. Income tax benefit for the first quarter of 2025 was primarily impacted by the non-deductibility of certain per diem expenses, the officers’ compensation limitation, and international and state taxes. See Note 14 - Income Taxes to our condensed consolidated financial statements. 27 Segment Results Information on operating segments and a reconciliation to loss from operations for the periods indicated are as follows: Three Months Ended March 31, 2026 2025 (amounts in thousands) Revenue from services: Nurse and Allied Staffing $ 201,444 $ 242,291 Physician Staffing 39,613 51,117 $ 241,057 $ 293,408 Contribution income: Nurse and Allied Staffing $ 12,728 $ 17,244 Physician Staffing 2,787 4,029 15,515 21,273 Corporate overhead 13,797 15,136 Depreciation and amortization 3,669 4,772 Restructuring costs 765 301 Legal and other losses 1,213 — Impairment charges 233 — Acquisition and integration-related (income) costs (7) 2,041 Loss from operations $ (4,155) $ (977) See Note 12 - Segment Data to our condensed consolidated financial statements. Certain statistical data for our business segments for the periods indicated are as follows: Three Months Ended March 31, March 31, Percent 2026 2025 Change Change Nurse and Allied Staffing statistical data: FTEs 6,363 7,411 (1,048) (14.1) % Average Nurse and Allied Staffing revenue per FTE per day $ 351 $ 360 $ (9) (2.5) % Physician Staffing statistical data: Days filled 17,688 22,692 (5,004) (22.1) % Revenue per day filled $ 2,240 $ 2,253 $ (13) (0.6) % See definition of Business Measurements under the Operating Metrics section of the MD&A. Segment Comparison - Three Months Ended March 31, 2026 and Three Months Ended March 31, 2025 Nurse and Allied Staffing Revenue decreased $40.9 million, or 16.9%, to $201.4 million for the three months ended March 31, 2026, as compared to $242.3 million for the three months ended March 31, 2025, driven primarily by a 14.1% decline in professionals on assignment. However, within the segment, Cross Country Community Care experienced year-over-year revenue growth of 15.8%. 28 Contribution income decreased $4.5 million, or 26.2%, to $12.7 million for the three months ended March 31, 2026, as compared to $17.2 million for the three months ended March 31, 2025. As a percentage of segment revenue, contribution income margin decreased to 6.3% for the three months ended March 31, 2026, as compared to 7.1% for the three months ended March 31, 2025. The average number of FTEs on contract during the three months ended March 31, 2026 decreased 14.1% from the three months ended March 31, 2025, primarily due to declines in headcount. The average revenue per FTE per day decreased 2.5%. Physician Staffing Revenue decreased $11.5 million, or 22.5%, to $39.6 million for the three months ended March 31, 2026, as compared to $51.1 million for the three months ended March 31, 2025, primarily due to a decrease in billable days. Contribution income decreased $1.2 million, or 30.8%, to $2.8 million for the three months ended March 31, 2026, as compared to $4.0 million for the three months ended March 31, 2025. As a percentage of segment revenue, contribution income was 7.0% for the three months ended March 31, 2026, as compared to 7.9% for the three months ended March 31, 2025. Total days filled for the three months ended March 31, 2026 decreased 22.1% to 17,688, as compared to 22,692 in the prior-year period. Revenue per day filled was $2,240, as compared with $2,253 in the prior-year period. Corporate Overhead Corporate overhead includes unallocated executive leadership and other centralized corporate functional support costs, such as finance, IT, legal, and human resources, as well as public company expenses and corporate-wide projects. Corporate overhead decreased to $13.8 million for the three months ended March 31, 2026, from $15.1 million for the three months ended March 31, 2025, primarily due to lower compensation and benefits expense and reduced professional fees, partially offset by severance payments and related fees associated with the separation of two officers during the period. As a percentage of consolidated revenue, corporate overhead was 5.7% and 5.2% for the three months ended March 31, 2026 and 2025, respectively. Liquidity and Capital Resources As of March 31, 2026, we reported $105.6 million in cash and cash equivalents, which is adequate to meet our short-term and long-term operations, with no borrowings drawn under the ABL. Working capital decreased by $8.1 million to $207.7 million as of March 31, 2026, as compared to $215.8 million as of December 31, 2025, primarily due to the timing of disbursements, partially offset by an increase in net receivables. As of March 31, 2026, days’ sales outstanding, net of amounts owed to subcontractors, was 56 days, down one day year-over-year and two days sequentially. As of March 31, 2026, we did not have any off-balance sheet arrangements. Operating cash flow constitutes our primary source of liquidity and, historically, has been sufficient to fund working capital, capital expenditures, internal business expansion, and debt service. This includes commitments, both short-term and long-term, of interest expense on our debt and operating lease commitments, and future principal payments on the ABL. We expect to meet our future cash needs from a combination of cash on hand, operating cash flows, and funds available through the ABL. See debt discussion which follows. On May 1, 2023, the Company’s Board of Directors authorized approximately $59.0 million in additional share repurchases, such that, effective for trades made after May 3, 2023, the aggregate amount available for stock repurchases was set at $100.0 million (the Repurchase Program). In the fourth quarter of 2025, we entered into a Rule 10b5-1 Repurchase Plan to allow for share repurchases during the Company’s blackout periods, beginning on December 16, 2025 and effective through November 4, 2026. During the three months ended March 31, 2026, we repurchased and retired a total of 657,653 shares of common stock for $5.8 million, at an average price of $8.86 per share. During the three months ended March 31, 2025, we did not repurchase any shares of our common stock, but did pay $0.3 million in excise tax related to previous share repurchases. As of March 31, 2026, we had $28.1 million remaining for share repurchase under the Repurchase Program, subject to certain conditions in the Loan Agreement (as defined below). 29 Net cash provided by operating activities decreased $0.9 million to $4.8 million for the three months ended March 31, 2026, as compared to $5.7 million for the three months ended March 31, 2025. Net cash used in investing activities was $1.5 million for the three months ended March 31, 2026, as compared to $1.9 million for the three months ended March 31, 2025, for capital expenditures in both years. Net cash used in financing activities during the three months ended March 31, 2026 was $6.5 million, as compared to $4.7 million during the three months ended March 31, 2025. During the three months ended March 31, 2026, we used cash to pay $0.6 million for income taxes on share-based compensation and $5.9 million for share repurchases. During the three months ended March 31, 2025, we used cash to pay $0.3 million for excise tax related to previous share repurchases and $4.4 million for contingent consideration. Debt 2019 Asset-Based Loan Agreement Effective October 25, 2019, the prior senior credit facility entered into in August 2017 was replaced by a $120.0 million asset-based loan agreement (Loan Agreement), which provided for a five-year senior secured revolving credit facility. On June 30, 2020, we amended the Loan Agreement, which increased the current aggregate committed size of the ABL from $120.0 million to $130.0 million. All other terms, conditions, covenants, and pricing of the Loan Agreement remained the same. On March 8, 2021, we amended the Loan Agreement, which increased the current aggregate committed size of the ABL from $130.0 million to $150.0 million, increased certain borrowing base sub-limits, and decreased both the cash dominion event and financial reporting triggers. On June 8, 2021, we amended the Loan Agreement, which permitted the incurrence of indebtedness and grant of security as set forth in the Loan Agreement and in accordance with the Intercreditor Agreement, and provides mechanics relating to a transition away from London Interbank Offered Rate as a benchmark interest rate to a replacement alternative benchmark rate or mechanism for loans made in U.S. dollars. On November 18, 2021, we amended the Loan Agreement, whereby the Permitted Indebtedness (as defined in the Loan Agreement) was increased to $175.0 million. On March 21, 2022, we amended the Loan Agreement, which increased the current aggregate committed size of the ABL from $150.0 million to $300.0 million, extended the credit facility for an additional five years, increased certain borrowing base sub-limits, and provided the option for all or a portion of the borrowings to bear interest at a rate based on the Secured Overnight Financing Rate (SOFR) or Base Rate (as defined in the Loan Agreement), at the election of the borrowers, plus an applicable margin. On September 29, 2023, we amended the Loan Agreement, which changed the minimum fixed charge coverage ratio from a maintenance covenant to a springing covenant based on excess availability. On July 29, 2024, we amended the Loan Agreement, which allows for all share repurchases paid in cash prior to June 30, 2024 and thereafter to be excluded as restricted payments in the fixed charge coverage ratio calculation if there is no revolving ABL balance. As of March 31, 2026, the interest rate spreads and fees under the ABL were based on SOFR plus 2.10% for the revolving portion of the borrowing base. The Base Rate margin would have been 1.00% for the revolving portion. The SOFR and Base Rate margins are subject to monthly adjustments, pursuant to a pricing matrix based on our excess availability under the revolving credit facility. In addition, the facility is subject to an unused line fee, letter of credit fees, and an administrative fee. Borrowing base availability under the ABL was $109.3 million as of March 31, 2026, with no borrowings drawn and $91.0 million of availability net of $18.3 million of letters of credit outstanding. For the three months ended March 31, 2026, the excess availability did not fall below the stated threshold and, as a result, there was no covenant compliance period. See Note 8 - Debt to our condensed consolidated financial statements. Critical Accounting Policies and Estimates Our critical accounting policies and estimates remain consistent with those reported in our 2025 Form 10-K. 30