{"url_path":"/sec/ccrn/8-k/2026-07-06/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/1141103/0000950103-26-010220-index.html","accession_number":"0000950103-26-010220","cik":"0001141103","ticker":"CCRN","issuer_name":"CROSS COUNTRY HEALTHCARE INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1141103/0000950103-26-010220-index.html","primary_entity_key":"0001141103","primary_entity_name":"CROSS COUNTRY HEALTHCARE INC"},"word_count":4129,"has_tables":true,"body_markdown":"**Item 8.01 Other Events.**\n\n \n\nOn June 15, 2026, Cross Country\nHealthcare, Inc., a Delaware corporation (the “Company”), filed a definitive proxy statement (as such may be supplemented\nfrom time to time, the “Proxy Statement”) with the Securities and Exchange Commission (the “SEC”)\nwith respect to the special meeting of the Company’s stockholders (the “Special Meeting”) to be held in connection\nwith transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among the\nCompany, KL Criss Cross Intermediate, LLC, a Delaware limited liability company (“Parent”), and KL Criss Cross Merger\nSub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger\nSub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary\nof Parent.\n\n \n\nThe special meeting of the Company’s stockholders\nto approve the Merger is scheduled for July 16, 2026, beginning at 12:00 p.m. Eastern Time (the “Special Meeting”).\nThe Company’s stockholders of record as of the close of business on June 12, 2026 will be eligible to vote at the Special Meeting.\nSubject to the satisfaction of the remaining conditions to closing of the Merger under the Merger Agreement, including that the Company’s\nstockholders vote to approve the Merger at the Special Meeting, the Company expects to complete the Merger in the third quarter of 2026.\nThe information contained in this Current Report on Form 8-K (this “Form 8-K”) should be read in conjunction with the\nProxy Statement, which should be read in its entirety.\n\n \n\n**Litigation Relating to the Merger**\n\n \n\nAs of the date of this Form 8-K, attorneys representing\nmultiple purported stockholders of the Company have delivered demand letters to the Company (collectively, the “Demand Letters”)\nalleging that the disclosures contained in the Proxy Statement are deficient and requesting that the Company supplement such disclosures\nprior to the Special Meeting. The Demand Letters threaten the Company with lawsuits in the event that the purported deficiencies in the\nProxy Statement are not addressed but, to date, none of these stockholders have filed suit challenging the Merger.\n\n \n\nAs of the date of this Form 8-K, two lawsuits\nrelating to the Merger (collectively, the “Lawsuits”) have been filed: (i) *Malone v. Cross Country Healthcare, Inc.,\net al. Index No. Unassigned,* which was filed in the Supreme Court of the State of New York, County of New York on June 23, 2026 (the\n“*Malone* Action”) and (ii) *Walsh v. Cross Country Healthcare, Inc., et al. Index No. Unassigned,*\nwhich was filed in the Supreme Court of the State of New York, County of New York on June 24, 2026 (the “*Walsh*\nAction”). The Lawsuits were each filed by a purported stockholder of the Company as an individual action and allege, among other\nthings, that the Proxy Statement was materially incomplete due to certain misrepresentations and omissions in violation of New York common\nlaw. The Lawsuits name as defendants the Company and its directors and seek, among other relief, an order enjoining the consummation of\nthe Merger.\n\n \n\nIt is possible that additional, similar complaints\nmay be filed, that the Lawsuits described above may be amended, or that additional demand letters will be received by the Company. If\nthis occurs, the Company does not intend to announce the filing or receipt of each additional, similar complaint or demand letter or any\namended complaint unless required by law.\n\n \n\nThe Company believes that the claims asserted\nin the Lawsuits and the Demand Letters are without merit. However, in order to alleviate the costs, risks and uncertainties arising from\nthe *Malone*Action and the *Walsh* Action, the Company has determined to voluntarily supplement the Proxy Statement as described\nin this Form 8-K. Nothing in this Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of\nany of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations set forth in the *Malone*Action\nand the *Walsh* Action, as well as the Demand Letters, and denies that any additional disclosure in the Proxy Statement was or is\nrequired.\n\n \n\n**Supplemental Disclosures**\n\n \n\nThe following disclosures (the “Supplemental\nDisclosures”) supplement the disclosures contained in the Proxy Statement and should be read in conjunction with the disclosures\ncontained in the Proxy Statement, which should be read in its entirety. To the extent the information set forth herein differs from or\nupdates information contained in the Proxy Statement, the information set forth herein shall supersede or supplement the information in\nthe Proxy Statement. All page references are to pages in the Proxy Statement, and terms used below, unless otherwise defined, have the\nmeanings set forth in the Proxy Statement. Except as otherwise described in the below Supplemental Disclosures or the documents referred\nto, contained in or incorporated by reference herein, the Proxy Statement and the documents referred to, contained in or incorporated\nby reference in the Proxy Statement are not otherwise modified, supplemented or amended. For clarity, new text within restated paragraphs\nfrom the Proxy Statement is highlighted with **bold, underlined text**, while deleted text is **bold and stricken-through**.\n\n \n\n*(a)**In the section of the Proxy Statement titled “Summary—The Merger and Merger Agreement—Interests\nof Cross Country’s Directors and Executive Officers in the Merger” the disclosure in the sixth full paragraph on page 11 and\nthe first paragraph on page 12 is amended by replacing the paragraph with the following:*\n\n \n\n \n\n \n\nCross Country’s directors\nand executive officers have interests in the merger that may be different from, or in addition to, those of Cross Country stockholders\ngenerally. These interests include, among others, vesting of certain Cross Country equity awards, potential severance payments and benefits\nunder the applicable severance arrangements and rights to ongoing indemnification and insurance coverage. The Cross Country board of directors\nwas aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, in\napproving the merger agreement, and in recommending the approval of the merger agreement by the Cross Country stockholders. As of the\ndate of this proxy statement, Cross Country’s executive officers have not entered into any new individualized compensation arrangements**,.\nThere was no discussion of post-closing employment or retention prior to signing,** but on May 14, 2026, Knox Lane initiated conversations\nwith Mr. Burns and Ms. Ball with respect to a possible consulting agreement for transition and advisory services with Parent or one of\nits subsidiaries upon closing. In addition, Knox Lane has also had discussions with Mr. Clark regarding serving on the board of one of\nits subsidiaries. For additional information, see the section titled “The Merger (Proposal 1)—Interests of Cross Country’s\nDirectors and Executive Officers in the Merger.”\n\n \n\n*(b)**In the section of the Proxy Statement titled “Questions and Answers” the disclosure in\nthe fifth paragraph on page 15 is amended by replacing the paragraph with the following:*\n\n \n\nA:\nIn considering the recommendation of the Cross Country board of directors with respect to the merger agreement proposal, you should be aware that Cross Country’s directors and executive officers have certain interests in the merger that may be different from, or in addition to, the interests of Cross Country stockholders generally. The Cross Country board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending that the merger agreement be approved by the Cross Country stockholders. As of the date of this proxy statement, Cross Country’s executive officers have not entered into any new individualized compensation arrangements**,. There was no discussion of post-closing employment or retention prior to signing,** but on May 14, 2026, Knox Lane initiated conversations with Mr. Burns and Ms. Ball with respect to a possible consulting agreement for transition and advisory services with Parent or one of its subsidiaries upon closing. In addition, Knox Lane has also had discussions with Mr. Clark regarding serving on the board of one of its subsidiaries. See the sections titled “The Merger (Proposal 1)—Interests of Cross Country’s Directors and Executive Officers in the Merger,” “Advisory Vote on Named Executive Officer Merger-Related Compensation Arrangements (Proposal 2)” and “The Merger Agreement—Interests of Cross Country’s Directors and Executive Officers in the Merger.”\n\n \n\n*(c)**In the section of the Proxy Statement titled “The Merger (Proposal 1)—Opinion of BofA Securities—Summary\nof Material Financial Analyses—Selected Publicly Traded Companies Analysis” the disclosure in the third paragraph on page\n43 is amended by replacing the paragraph with the following:*\n\n \n\nBased on BofA Securities’\nreview of the enterprise value to adjusted EBITDA multiples observed for AMN, the current and historical enterprise value to NTM EBITDA\nmultiples for AMN and Cross Country, respectively, and on its professional judgment and experience, BofA Securities applied an enterprise\nvalue to EBITDA multiple reference range of 4.8x to 7.5x to Cross Country’s estimated adjusted EBITDA for 2026, based on the Cross\nCountry Forecasts, to calculate ranges of implied enterprise values for Cross Country. BofA Securities then calculated implied ranges\nof equity values per share for Cross Country (rounded to the nearest $0.05) by adding to the ranges of implied enterprise values an estimate\nof the net cash of Cross Country **of approximately $106.2 million** as of the closing of the merger and dividing the results\nby a number of fully-diluted shares of Cross Country common stock **of approximately 33.006 million** estimated to be outstanding\nas of the closing of the merger, in each case, as provided by the management of Cross Country.\n\n \n\n*(d)**In the section of the Proxy Statement titled “The Merger (Proposal 1)—Opinion of BofA Securities—Summary\nof Material Financial Analyses—Selected Precedent Transactions” the disclosure in the sixth paragraph on page 43 and the first\nfull paragraph on page 44 is amended by replacing the paragraphs with the following:*\n\n \n\nBofA Securities reviewed,\nto the extent publicly available, financial information relating to the **following** selected transactions **listed\nin the table below** involving companies in the healthcare staffing industry announced since 2010**.:**\n\n \n\n**Announcement** \n\n**Date**\n\n \n\n**Acquiror**\n\n \n\n**Target**\n\n**July 29, 2024**\n \n**The Vistria Group, LP**\n \n**Soliant Health, Inc.**\n\n**August 30, 2021**\n \n\n**Centerbridge Partners, L.P. /** \n\n**Caisse de Dépôt et\nPlacement du Québec** \n\n \n**Medical Solutions L.L.C.**\n\n**July 1, 2021**\n \n**H.I.G. Capital, LLC**\n \n**Oxford Global Resources, LLC**\n\n**November 5, 2019**\n \n**Olympus Partners, L.P.**\n \n**Soliant Health, Inc.**\n\n**April 30, 2019**\n \n**AMN**\n \n**Advanced Medical Personnel Services, Inc.**\n\n**April 9, 2018**\n \n**AMN**\n \n**MedPartners HIM, LLC**\n\n**February 9, 2018**\n \n**Medical Solutions L.L.C.**\n \n**Professional Placement Resources, LLC**\n\n**May 8, 2017**\n \n**TPG Growth LLC**\n \n**Medical Solutions L.L.C.**\n\n**November 17, 2015**\n \n**AMN**\n \n**B. E. Smith, Inc.**\n\n**July 28, 2010**\n \n**AMN**\n \n**Nursefinders, Inc.**\n\n \n\n \n\n \n\nBofA Securities reviewed the\nenterprise values implied for each target company, based on the consideration payable in the selected transaction, as a multiple of each\nrespective target company’s EBITDA for the twelve-month period immediately preceding the announcement of each respective transaction\n(“LTM”). Financial data relating to each of the selected transactions was based on publicly available information. **The\noverall low to high enterprise value to LTM EBITDA multiples of the target companies in the selected transactions were 8.9x to 11.5x (with\na mean of 10.7x and a median of 11.0x).**\n\n \n\n**The results of this review\nwere as follows:**\n\n \n\n**Announcement** \n\n**Date** \n\n \n\n**Acquiror** \n\n \n\n**Target** \n\n \n\n**EV / LTM EBITDA Multiples** \n\n**July 29, 2024**\n \n**The Vistria Group, LP**\n \n**Soliant Health, Inc.**\n \n**10.9x**\n\n**August 30, 2021**\n \n\n**Centerbridge Partners, L.P. /** \n\n**Caisse de Dépôt et Placement du Québec** \n\n \n**Medical Solutions L.L.C.**\n \n**11.5x**\n\n**July 1, 2021**\n \n**H.I.G. Capital, LLC**\n \n**Oxford Global Resources, LLC**\n \n**11.2x**\n\n**November 5, 2019**\n \n**Olympus Partners, L.P.**\n \n**Soliant Health, Inc.**\n \n**11.3x**\n\n**April 30, 2019**\n \n**AMN**\n \n**Advanced Medical Personnel Services, Inc.**\n \n**11.2x**\n\n**April 9, 2018**\n \n**AMN**\n \n**MedPartners HIM, LLC**\n \n**10.8x**\n\n**February 9, 2018**\n \n**Medical Solutions L.L.C.**\n \n**Professional Placement Resources, LLC**\n \n**8.9x**\n\n**May 8, 2017**\n \n**TPG Growth LLC**\n \n**Medical Solutions L.L.C.**\n \n**10.0x**\n\n**November 17, 2015**\n \n**AMN**\n \n**B. E. Smith, Inc.**\n \n**10.7x**\n\n**July 28, 2010**\n \n**AMN**\n \n**Nursefinders, Inc.**\n \n**11.1x**\n\n** **\n \n** **\n \n**Mean**\n \n**10.7x**\n\n** **\n \n** **\n \n**Median**\n \n**11.0x**\n\n \n\n*(e)**In the section of the Proxy Statement titled “The Merger (Proposal 1)—Opinion of BofA Securities—Summary\nof Material Financial Analyses —Selected Precedent Transactions” the disclosure in the second paragraph on page 44 is amended\nby replacing the paragraph with the following*:\n\n \n\nBased on BofA Securities’\nreview of the enterprise value to LTM EBITDA multiples for the selected transactions and on its professional judgment and experience,\nBofA Securities applied an enterprise value to EBITDA multiple reference range of 9.0x to 11.5x to (i) an estimate of Cross Country’s\ntwelve month run rate adjusted EBITDA (calculated as Cross Country’s adjusted EBITDA in the first fiscal quarter of 2026, as provided\nby the management of Cross Country, multiplied by four) and (ii) an estimate of Cross Country’s LTM adjusted EBITDA as of the end\nof the first fiscal quarter of 2026, as provided by the management of Cross Country. BofA Securities then calculated an implied range\nof equity values per share for Cross Country (rounded to the nearest $0.05) by adding to the range of implied enterprise values an estimate\nof Cross Country’s net cash **of approximately $106.2 million** as of the closing of the merger and dividing the results\nby a number of fully-diluted shares of Cross Country common stock **of approximately 33.006 million**estimated to be outstanding\nas of the closing of the merger, in each case, as provided by the management of Cross Country.\n\n \n\n*(f)**In the section of the Proxy Statement titled “The Merger (Proposal 1)—Opinion of BofA Securities—Summary\nof Material Financial Analyses—Discounted Cash Flow Analysis” the disclosure in the fifth full paragraph on page 44 is amended\nby replacing the paragraph with the following:*\n\n \n\nBofA Securities performed\na discounted cash flow analysis of Cross Country to calculate a range of implied present values per share of Cross Country common stock\nutilizing estimates of the standalone, unlevered, after-tax free cash flows Cross Country was expected to generate over the period from\nJuly 1, 2026 through December 31, 2030, based on the Cross Country Forecasts. BofA Securities calculated a terminal value for Cross Country\nby applying a selected perpetuity growth rate range of 3.0% to 4.0%, based on BofA Securities’ professional judgment and experience,\nto the terminal year unlevered free cash flows **of $25 million** based on the Cross Country Forecasts. The unlevered free cash\nflows and the terminal values were discounted to June 30, 2026, utilizing the mid-year discounting convention, and using discount rates\nranging from 9.0% to 11.0%, which were based on an estimate of Cross Country’s weighted average cost of capital, derived using the\ncapital asset pricing model**, which took into account, among other things, the risk-free rate, the relevant unlevered beta and the\nhistorical equity risk premium**.\n\n \n\n*(g)**In the section of the Proxy Statement titled “The Merger (Proposal 1)—Opinion of BofA Securities—Summary\nof Material Financial Analyses—Discounted Cash Flow Analysis” the disclosure in the sixth full paragraph on page 44 is amended\nby replacing the paragraph with the following:*\n\n \n\n \n\n \n\nBofA Securities then calculated\nan implied range of equity values per share for Cross Country (rounded to the nearest $0.05) by adding to the range of implied enterprise\nvalues an estimate of Cross Country’s net cash **of approximately $106.2 million** as of the closing of the merger and\ndividing the results by a number of fully-diluted shares of Cross Country common stock **of approximately 33.006 million** estimated\nto be outstanding as of the closing of the merger, in each case, as provided by the management of Cross Country.\n\n \n\n*(h)**In the section of the Proxy Statement titled “The Merger (Proposal 1)—Opinion of BofA Securities—Summary\nof Material Financial Analyses—Other Factors” the disclosure in the third full paragraph on page 45 is amended by replacing\nthe paragraph with the following:*\n\n \n\n*Wall\nStreet Analysts’ Price Targets*. BofA Securities reviewed **certain nine** publicly\navailable equity research analyst price targets for shares of Cross Country common stock, which indicated a present value of $9.09 to\n$13.64 per share of Cross Country common stock when discounted by one year at Cross Country’s estimated mid-point cost of equity\nof 10.0%, derived using the capital asset pricing model.\n\n \n\n*(i)**In the section of the Proxy Statement titled “The Merger (Proposal 1)—Interests of Cross\nCountry’s Director and Executive Officers in the Merger—Potential New Employment Arrangements” the disclosure in the\nninth full paragraph on page 51 is amended by replacing the paragraph with the following:*\n\n \n\nAny of Cross Country’s\nexecutive officers who continue employment following the effective time may, before, on, or following the closing, enter into new individualized\ncompensation arrangements governing their employment and compensation terms following the closing. As of the date of this proxy statement,\nCross Country’s executive officers have not entered into any new individualized compensation arrangements**,.\nThere was no discussion of post-closing employment or retention prior to signing,**but on May 14, 2026, Knox Lane initiated conversations\nwith Mr. Burns and Ms. Ball with respect to a possible consulting agreement for transition and advisory services with Parent or one of\nits subsidiaries upon closing. In addition, Knox Lane has also had discussions with Mr. Clark regarding serving on the board of one of\nits subsidiaries.\n\n \n\nImportant Information and Where to Find It\n\n \n\nThis communication relates to a proposed Merger between the Company,\nParent and the other parties to the Merger Agreement. In connection with this proposed Merger, the Company filed a definitive proxy statement\non Schedule 14A with the SEC, and the definitive proxy statement was thereafter mailed to stockholders of the Company seeking their approval\nof the Merger-related proposals. This communication is not a substitute for any proxy statement or other document the Company has filed\nor may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ\nTHE DEFINITIVE PROXY STATEMENT, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE INTO THE DEFINITIVE PROXY STATEMENT, AND OTHER DOCUMENTS\nTHAT HAVE BEEN AND MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN\nIMPORTANT INFORMATION. Investors and security holders are able to obtain free copies of these documents and other documents filed with\nthe SEC by the Company through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by\nthe Company are available free of charge on the Company’s internet website at https://ir.crosscountryhealthcare.com/ or by contacting\nthe Company’s primary investor relations contact by email at jvogel@crosscountry.com or by phone at 561-237-8310.\n\n \n\nThe website addresses included herein are inactive textual references\nonly. The information contained on such websites is not incorporated into this Report.\n\n \n\nParticipants in the Solicitation\n\n \n\nThe Company, Parent, Merger Sub, their respective directors, and certain\nof their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed Merger.\nInformation about the directors and executive officers of the Company, their ownership of Company Common Shares, and the Company’s\ntransactions with related persons is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was\nfiled with the SEC on March 10, 2026 in its definitive proxy statement on Schedule 14A for its 2026 Annual Meeting in the sections entitled\n“Security Ownership of Certain Beneficial Owners and Management” and “Related Party Transactions”, which was filed\nwith the SEC on March 30, 2026, as amended by Amendment No. 1 thereto filed on April 2, 2026, certain of its Quarterly Reports on Form\n10-Q, and certain of its Current Reports on Form 8-K.\n\n \n\n \n\n \n\nThese documents can be obtained free of charge from the sources indicated\nabove. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests,\nby security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when\nthey become available.\n\n \n\n**No Offer or Solicitation**\n\n \n\nThis communication is for\ninformational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to\nbuy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in\nwhich such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such\njurisdiction.\n\n \n\nForward Looking Statements\n\n \n\nThis communication contains “forward-looking statements”\nwithin the Private Securities Litigation Reform Act of 1995. Any statements contained in this communication that are not statements of\nhistorical fact, including statements regarding the proposed Merger, including the expected timing and closing of the proposed Merger;\nthe Company’s ability to consummate the proposed Merger; the expected benefits of the proposed Merger and other considerations taken\ninto account by the Board in approving the proposed Merger; the amounts to be received by stockholders; and expectations for the Company\nprior to and following the Closing of the proposed Merger, may be deemed to be forward-looking statements. All such forward-looking statements\nare intended to provide management’s current expectations for the future of the Company based on current expectations and assumptions\nrelating to the Company’s business, the economy and other future conditions. Forward-looking statements generally can be identified\nthrough the use of words such as “believes,” “anticipates,” “may,” “should,” “will,”\n“plans,” “projects,” “expects,” “expectations,” “estimates,” “forecasts,”\n“predicts,” “targets,” “prospects,” “strategy,” “signs,” and other words of\nsimilar meaning in connection with the discussion of future performance, plans, actions or events. Because forward-looking statements\nrelate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Such\nrisks and uncertainties include, among others: (i) the timing to consummate the proposed Merger, (ii) the risk that a condition of Closing\nof the proposed Merger may not be satisfied or that the Closing of the proposed Merger might otherwise not occur, (iii) the risk that\na regulatory approval that may be required for the proposed Merger is not obtained or is obtained subject to conditions that are not anticipated,\n(iv) the diversion of management time on transaction-related issues, (v) risks related to disruption of management time from ongoing business\noperations due to the proposed Merger, (vi) the risk that any announcements relating to the proposed Merger could have adverse effects\non the market price of Company Common Shares, (vii) the risk that the proposed Merger and its announcement could have an adverse effect\non the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with its suppliers and\ncustomers, (viii) the occurrence of any event, change, or other circumstance or condition that could give rise to the termination of the\nMerger Agreement, including in circumstances requiring the Company to pay a termination fee, (ix) the risk that competing offers will\nbe made; (x) unexpected costs, charges or expenses resulting from the Merger, (xi) potential litigation relating to the Merger that could\nbe instituted against the parties to the Merger Agreement or their respective directors, managers, or officers, including the effects\nof any outcomes related thereto, (xii) worldwide economic or political changes that affect the markets that the Company’s businesses\nserve which could have an effect on demand for the Company’s services and impact the Company’s profitability, (xiii) effects\nfrom global pandemics, epidemics, or other public health crises, (xiv) changes in marketplace conditions, such as alternative modes of\nhealthcare delivery, reimbursement, and customer needs, and (xv) disruptions in the global credit and financial markets, including diminished\nliquidity and credit availability, changes in international trade agreements, including tariffs and trade restrictions, cyber-security\nvulnerabilities, foreign currency volatility, swings in consumer confidence and spending, costs of providing services, retention of key\nemployees, and outcomes of legal proceedings, claims and investigations. Accordingly, actual results may differ materially from those\ncontemplated by these forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking\nstatements. They are neither statements of historical fact nor guarantees or assurances of future performance. Additional information\nregarding the factors that may cause actual results to differ materially from these forward-looking statements is available in the Company’s\nfilings with the SEC, including the risks and uncertainties identified in Part I, Item 1A - Risk Factors of the Company’s Annual\nReport on Form 10-K for the year ended December 31, 2025 and in the Company’s other filings with the SEC. The list of factors is\nnot intended to be exhaustive.\n\n \n\nThese forward-looking statements speak only as\nof the date of this communication, and, except as may be required by applicable law, the Company does not assume any obligation to update\nor revise any forward-looking statement made in this communication or that may from time to time be made by or on behalf of the Company.\n\n \n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of the Securities Exchange Act of 1934,\nthe registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\n \nCROSS COUNTRY HEALTHCARE, INC.\n\n \n \n\nDate: July 6, 2026\n \n\n \n \n\n \nBy:\n/s/ Kevin C. Clark\n\n \n \nName:\nKevin C. Clark\n\n \n \nTitle:\nCo-Founder, Chairman and Chief Executive Officer"}