Cross Country Healthcare (CCRN) Proxy filing summary

Executive summary

• A merger agreement was signed on May 6, 2026, for the acquisition of the company by KL Criss Cross Intermediate, LLC, with the company becoming a wholly-owned subsidiary of Parent upon completion.

• Shareholders will receive $13.25 in cash per share, representing a 31% premium to the closing price on May 6, 2026, and a 45% premium to the 90-day volume-weighted average price.

• The board unanimously approved the merger, deemed it fair and in the best interests of shareholders, and recommends voting in favor of all proposals.

• The merger is expected to close in the third quarter of 2026, subject to regulatory and shareholder approvals.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the merger agreement, (2) advisory approval of executive compensation related to the merger, and (3) adjournment of the special meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; failure to vote or abstentions count as votes against.

• Appraisal rights are available for shareholders who do not vote in favor and follow Delaware law procedures.

Board of directors and corporate governance

• The board conducted a thorough review of strategic alternatives and engaged BofA Securities as financial advisor and Davis Polk as legal counsel.

• The board considered multiple offers and determined the merger consideration was the best available.

• After the merger, the board and officers of Merger Sub will become the board and officers of the surviving corporation.