CCRN

• Each outstanding share of Cross Country common stock was converted into the right to receive $13.25 in cash, excluding treasury shares and shares owned by Parent or Merger Sub.
• Outstanding restricted and performance stock awards were vested and converted into cash based on the $13.25 per share merger consideration.
• Cross Country's common stock was delisted from Nasdaq and trading was suspended on July 21, 2026; the company intends to file Form 15 to terminate its SEC reporting obligations.
• Joel Tremblay was appointed CEO of Cross Country Healthcare, succeeding Kevin C. Clark, who retired; the company's locums division was acquired by All Star Healthcare Solutions, a Knox Lane portfolio company.

1.02 Termination of a Material Definitive Agreement · 2.01 Completion of Acquisition or Disposition of Assets · 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · 3.03 Material Modification to Rights of Security Holders · 5.01 Changes in Control of Registrant · 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• On July 16, 2026, Cross Country Healthcare held a special meeting where stockholders voted on proposals related to the merger with KL Criss Cross Intermediate, LLC.
• Proposal 2, the advisory merger-related compensation proposal, passed with 20,281,587 votes for, 1,855,191 against, and 1,242,075 abstentions.
• A vote on the adjournment proposal was not called because sufficient votes were present to approve the Merger Agreement.
• The merger is expected to close in the third quarter of 2026, subject to customary closing conditions and regulatory approvals.

5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• Cross Country Healthcare, Inc. filed a Form 8-K on July 6, 2026, disclosing supplemental proxy disclosures related to its pending merger with KL Criss Cross Intermediate, LLC.
• The special meeting of stockholders to approve the merger is scheduled for July 16, 2026, at 12:00 p.m. Eastern Time; record date is June 12, 2026.
• Supplemental disclosures include details on BofA Securities' financial analyses, such as an EV/EBITDA multiple range of 4.8x to 7.5x and net cash of approximately $106.2 million.
• The company expects to complete the merger in the third quarter of 2026, subject to stockholder approval and other closing conditions.
• Knox Lane initiated discussions on May 14, 2026, with certain executives about potential post-closing consulting arrangements.

8.01 Other Events

• Cross Country Healthcare, Inc. reported that the Hart-Scott-Rodino waiting period for its merger with KL Criss Cross Intermediate, LLC expired at 11:59 p.m. ET on June 22, 2026.
• The merger, under which Merger Sub will merge into the company, is expected to close in the third quarter of calendar year 2026.
• A special shareholder meeting to approve the merger is scheduled for July 16, 2026, at 12:00 p.m. Eastern Time.
• The expiration satisfies a major condition to closing, though other customary closing conditions remain.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• Each outstanding share of Cross Country common stock will be converted into the right to receive $13.25 in cash.
• The merger is subject to stockholder approval, regulatory approvals including HSR, and other customary closing conditions.
• The merger is not subject to a financing condition; equity financing commitments from funds affiliated with Knox Lane LP are in place.
• The company canceled its Q1 2026 earnings call and its 2026 Annual Meeting in connection with the merger.

1.01 Entry into a Material Definitive Agreement · 7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Q1 2026 revenue was $241.1 million, down 18% year-over-year but up 2% sequentially.
• Net loss attributable to common stockholders was $4.3 million, compared to a net loss of $0.5 million in Q1 2025.
• Adjusted EBITDA was $3.9 million, or 1.6% of revenue, down 55% year-over-year.
• The company signed a merger agreement with KL Criss Cross Intermediate, LLC, and canceled its Q1 2026 earnings call.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Cross Country Healthcare, Inc. (Nasdaq: CCRN) announced it will hold its first quarter 2026 earnings conference call on Thursday, May 7, 2026 at 5:00 P.M. Eastern Time.
• The call will be webcast live on the company's website at ir.crosscountry.com or by dialing 800-369-2163 (U.S.) or 773-756-4715 (non-U.S.) with passcode 'Cross Country'.
• A replay of the webcast will be available from May 7 through May 21 on the company's website, and a telephone replay will be available via 866-360-7724 (U.S.) or 203-369-0176 (non-U.S.) with passcode 9827.
• The information was furnished under Item 7.01 Regulation FD Disclosure and is not deemed 'filed' for SEC purposes.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• On March 25, 2026, the Board of Directors approved the appointment of Amiee Hawkins as Chief Operating Officer, effective March 28, 2026.
• She joined the company in 2014 and has held various leadership roles including VP of Centralized Services, VP of Nurse and Allied Operations, and Chief Solutions Officer.
• No agreement or arrangement was entered into or amended in connection with the appointment, and no changes were made to her compensation.
• Hawkins has no family relationships with company directors or executive officers and no material interest in any transaction requiring disclosure.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements