Filing Analysis
Cross Country Healthcare, Inc. announced its financial results for the first quarter ended March 31, 2026. The information was furnished via a press release attached as Exhibit 99.1.
Key Facts
- The filing reports financial results for the fiscal quarter ended March 31, 2026.
- The report was filed on May 7, 2026, under Items 2.02 and 7.01.
- The information is furnished and not deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934.
- William J. Burns, Executive Vice President & Chief Financial Officer, signed the filing.
Cross Country Healthcare (CCRN) has entered into a definitive merger agreement to be acquired by KL Criss Cross Intermediate, LLC, an affiliate of Knox Lane LP, for $13.25 per share in cash. Upon completion, the company will become a privately held entity and its common stock will be delisted from Nasdaq.
Red Flags
- Potential antitrust complications necessitating the divestiture of the locums business division.
- Extended regulatory timeline with the 'End Date' potentially stretching to April 2027.
- Significant termination fee ($14.2M) may deter other potential bidders.
Key Facts
- Merger consideration is $13.25 per share in cash, without interest.
- The agreement includes a potential 'Locums Transaction' involving the sale of the company's locums business division to an affiliate of the Parent to satisfy antitrust requirements.
- A termination fee of $14,213,075 is payable by the Company under certain circumstances, including the acceptance of a superior proposal.
- A Parent Regulatory Termination Fee of $14,213,075 is payable to the Company if the deal fails due to antitrust hurdles.
- The transaction is not subject to a financing condition and is backed by equity commitments from funds affiliated with Knox Lane LP.
- The 'End Date' for the merger is five months from May 6, 2026, with potential extensions to April 6, 2027, for regulatory approvals.
Cross Country Healthcare, Inc. filed a Form 8-K to furnish a press release under Regulation FD. The filing serves as a formal disclosure of information previously released to the public via a press release on April 17, 2026.
Key Facts
- The filing was made on April 17, 2026, under Item 7.01 (Regulation FD Disclosure).
- A press release was issued on the same date and furnished as Exhibit 99.1.
- The report was signed by William J. Burns, Executive Vice President & Chief Financial Officer.
- The information provided is furnished and not deemed 'filed' for purposes of Section 18 of the Exchange Act.
Cross Country Healthcare Inc. promoted Amiee Hawkins to Chief Operating Officer, effective March 28, 2026. Ms. Hawkins is a long-tenured internal executive who has held various leadership roles at the company since 2014, most recently serving as Chief Solutions and Operations Officer.
Key Facts
- Amiee Hawkins appointed Chief Operating Officer effective March 28, 2026
- Ms. Hawkins has been with the company since 2014, previously serving as Chief Solutions and Operations Officer and Senior VP of Enterprise Operations
- No changes were made to Ms. Hawkins' compensation or employment agreement in connection with the appointment
- The appointment was approved by the Board of Directors on March 25, 2026
Phil Noe ceased serving as Chief Information Officer of Cross Country Healthcare effective March 10, 2026. The company entered into a separation agreement providing $205,975 in severance and a short-term consulting agreement through May 31, 2026, to assist with technology transition.
Key Facts
- Phil Noe's departure as CIO was effective March 10, 2026
- Severance amount is $205,975, representing six months of base salary
- Consulting agreement established from March 11, 2026, to May 31, 2026, at a rate of $198.04 per hour
- Severance is contingent on a waiver and release of claims and will be paid bi-weekly over six months
Cross Country Healthcare announced the simultaneous departures of its Chief Accounting Officer, James V. Redd III, and its Chief Information Officer, Phil Noe, effective March 10, 2026. The company promoted Marvin Veizaga, its current Group VP and Corporate Controller, to succeed Mr. Redd as the new Senior Vice President and Chief Accounting Officer.
Red Flags
- Simultaneous departure of two high-level executives (CAO and CIO) on the same effective date.
Key Facts
- James V. Redd III departed as SVP and Chief Accounting Officer effective March 10, 2026.
- Phil Noe departed as Chief Information Officer effective March 10, 2026.
- Marvin Veizaga was appointed as the new SVP and Chief Accounting Officer.
- Mr. Veizaga's new compensation includes a $340,000 base salary, a 50% short-term incentive target, and a 50% long-term incentive target.
- The company stated there were no disagreements regarding accounting practices or financial reporting.
- Mr. Veizaga has been with the company since 2015 and previously served as a Senior Auditor at Deloitte & Touche LLP.
Cross Country Healthcare, Inc. reported its financial results for the fourth quarter and full year ended December 31, 2025. The results were disclosed via a press release furnished as an exhibit to the 8-K filing.
Key Facts
- Filing date: March 4, 2026
- Reporting period: Fourth quarter and full year ended December 31, 2025
- Items reported: Item 2.02 (Results of Operations and Financial Condition) and Item 7.01 (Regulation FD Disclosure)
- The information in the filing is furnished and not deemed 'filed' for purposes of Section 18 of the Securities Exchange Act
Cross Country Healthcare, Inc. issued a press release on February 23, 2026, and furnished the information under Regulation FD. This is a standard regulatory filing used to disclose public communications or investor updates.
Key Facts
- The filing was triggered by Item 7.01 Regulation FD Disclosure.
- A press release was issued on February 23, 2026, and included as Exhibit 99.1.
- The report was signed by William J. Burns, Executive Vice President & Chief Financial Officer.
- The information in Item 7.01 is furnished and not deemed 'filed' for purposes of Section 18 of the Exchange Act.