UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

~~FORM~~SECURITIES ~~8-K~~AND EXCHANGE COMMISSION

~~CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 7~~Washington, ~~2026~~D.C. 20549

~~Cross Country Healthcare, Inc. (Exact name of registrant as specified in its charter)~~____________________________

Delaware			0-33169			13-4066229
(State or Other Jurisdictionof Incorporation)			(CommissionFile Number)			(I.R.S. EmployerIdentification No.)

Form 8-K

~~5201 Congress Avenue, Suite 160 Boca Raton, FL 33487(Address of Principal Executive Office) (Zip Code) (561) 998-2232 (Registrant’s telephone number, including area code) Not Applicable~~____________________________

~~(Former~~Current ~~name or former address, if changed since last report)~~Report

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 23, 2026 (June 22, 2026)

____________________________

Cross Country Healthcare, Inc.

(Exact name of registrant as specified in its charter)

____________________________

Delaware

0-33169

13-4066229

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

6551 Park of Commerce Boulevard, N.W., Boca Raton, FL 33487

(Address of principal executive offices) (Zip Code)

(561) 998-2232

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

____________________________

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	CCRN	NASDAQ Stock Market LLC

~~Common~~Indicate ~~stock,~~by ~~par~~check ~~value~~mark $0whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.~~0001~~405 ~~per~~of ~~share CCRN The~~this ~~Nasdaq~~chapter) ~~Stock~~or ~~Market~~Rule ~~LLC~~12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

~~Check~~Emerging ~~the~~growth ~~appropriate~~company ~~box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~☐

~~Written~~If ~~communications~~an ~~pursuant~~emerging togrowth ~~Rule~~company, ~~425~~indicate ~~under~~by check mark if the ~~Securities~~registrant ~~Act~~has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(17a) ~~CFR~~of ~~230~~the Exchange Act.~~425)~~ ☐

~~Soliciting~~Item ~~material~~8.01 ~~pursuant~~Other ~~to Rule 14a-12 under the Exchange Act (17 CFR 240~~Events.~~14a-12)~~

~~Pre-commencement~~As ~~communications~~previously ~~pursuant~~disclosed, toon ~~Rule~~May ~~14d-2~~6, 2026, Cross Country Healthcare, Inc., a Delaware corporation (bthe “Company”), ~~under~~entered into an Agreement and Plan of Merger (the ~~Exchange~~“Merger Agreement”) ~~Act~~by and among the Company, KL Criss Cross Intermediate, LLC, a Delaware limited liability company (17“Parent”), and ~~CFR~~KL ~~240~~Criss Cross Merger Sub, Inc.~~14d~~, a Delaware corporation and a wholly-2owned subsidiary of Parent (b“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.

~~Pre-commencement~~The ~~communications~~waiting ~~pursuant~~period with respect to ~~Rule~~the ~~13e-4~~consummation of the Merger and with respect to the sale of the Company’s locums business division to All Star Healthcare Solutions, an affiliate of Parent (cthe “Locums Transaction”), under the ~~Exchange~~Hart-Scott-Rodino Antitrust Improvements Act ~~(17~~of ~~CFR~~1976, ~~240.13e-4~~as amended (cthe “HSR Act”)), each expired at 11:59 p.m. Eastern Time on June 22, 2026. The expiration of the waiting period under the HSR Act with respect to the consummation of the Merger and with respect to the Locums Transaction satisfies one of the major conditions to the closing of the transactions contemplated by the Merger Agreement, which remains subject to other customary closing conditions. The Merger is expected to close in the third quarter of calendar year 2026.

~~Indicate~~The byspecial ~~check~~meeting ~~mark~~of ~~whether~~ the ~~registrant~~Company’s isshareholders anto ~~emerging~~approve the ~~growth~~Merger ~~company~~is asscheduled ~~defined~~for inJuly ~~Rule~~16, ~~405~~2026, ofbeginning ~~the~~at ~~Securities~~12:00 ~~Act of 1933 (§230~~p.~~405)~~m. orEastern ~~Rule 12b-2 of the Securities Exchange Act of 1934 (§240~~Time.~~12b-2).~~

~~Emerging~~Important ~~growth~~Information ~~company~~and Where to Find It

IfThis ancommunication ~~emerging~~relates ~~growth~~to ~~company~~a proposed Merger between the Company, Parent ~~indicate~~and bythe ~~check~~other ~~mark~~parties ifto the ~~registrant~~Merger ~~has~~Agreement. ~~elected~~In ~~not~~connection towith ~~use~~this proposed Merger, the ~~extended~~Company ~~transition~~filed ~~period~~a ~~for~~definitive ~~complying~~proxy statement on Schedule 14A with the SEC, and the definitive proxy statement was thereafter mailed to stockholders of the Company seeking their approval of the Merger-related proposals. This communication is not a substitute for any ~~new~~proxy statement or ~~revised~~other ~~financial~~document ~~accounting~~the ~~standards~~Company ~~provided~~has ~~pursuant~~filed or may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE INTO THE DEFINITIVE PROXY STATEMENT, AND OTHER DOCUMENTS THAT HAVE BEEN AND MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders are able to ~~Section~~obtain ~~13(a)~~free copies of these documents and other documents filed with the ~~Exchange~~SEC ~~Act~~by the Company through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company are available free of charge on the Company’s internet website at https://ir.crosscountryhealthcare.com/ or by contacting the Company’s primary investor relations contact by email at [email protected] or by phone at 561-237-8310.

~~Section~~The 2website –addresses ~~Financial~~included ~~Information~~herein are inactive textual references only. The information contained on such websites is not incorporated into this Report.

~~Item~~Participants ~~2.02 Results~~in ofthe ~~Operations and Financial Condition~~Solicitation

~~(a) On~~The ~~May~~Company, 7Parent, ~~2026~~Merger Sub, ~~Cross~~their ~~Country~~respective ~~Healthcare~~directors, ~~Inc.~~and (“certain of their respective executive officers may be considered participants in the ~~Company”)~~solicitation ~~issued~~of aproxies ~~press~~in ~~release~~connection ~~announcing~~with ~~results~~the ~~for~~proposed Merger. Information about the ~~quarter~~directors ~~ended~~and ~~March~~executive ~~31,~~officers ~~2026~~of the Company, a ~~copy~~their ownership of ~~which~~Company isCommon ~~attached~~Shares, asand ~~Exhibit 99.1~~the toCompany’s transactions ~~this~~with ~~Current~~related persons is set forth in its Annual Report on Form 810-K. ~~This~~for ~~information~~the isfiscal ~~being~~year ~~furnished~~ended ~~under~~December ~~Item~~31, ~~2.02~~2025, ~~and~~which ~~shall~~was filed ~~not~~with bethe ~~deemed~~SEC ~~“filed”~~on March 10, 2026 in its definitive proxy statement on Schedule 14A for ~~purposes~~its of2026 ~~Section~~Annual 18Meeting ofin the ~~Securities~~sections ~~Exchange~~entitled “Security ~~Act~~Ownership of ~~1934~~Certain Beneficial Owners and Management” and “Related Party Transactions”, which was filed with the SEC on March 30, 2026, as amended by Amendment No. 1 thereto filed on April 2, or2026, ~~otherwise~~certain ~~subject~~of toits ~~the~~Quarterly ~~liability~~Reports on Form 10-Q, and certain of ~~such~~its ~~section~~Current Reports on Form 8-K.

~~Section~~These 7documents –can ~~Regulation~~be FDobtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.

~~Item 7.01 Regulation FD Disclosure.~~2

~~Incorporated~~No byOffer reference is a press release issued by the Company on May 7, 2026, which is attached hereto as Exhibit 99.1. This information is being furnished under Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or ~~otherwise subject to the liability of such section.~~Solicitation

~~Section~~This 9communication –is ~~Financial~~for informational ~~Statements~~purposes only and ~~Exhibits~~is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

~~Item~~Forward ~~9.01 Financial~~Looking Statements ~~and Exhibits~~

This communication contains “forward-looking statements” within the Private Securities Litigation Reform Act of 1995. Any statements contained in this communication that are not statements of historical fact, including statements regarding the proposed Merger, including the expected timing and closing of the proposed Merger; the Company’s ability to consummate the proposed Merger; the expected benefits of the proposed Merger and other considerations taken into account by the Board in approving the proposed Merger; the amounts to be received by stockholders; and expectations for the Company prior to and following the Closing of the proposed Merger, may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management’s current expectations for the future of the Company based on current expectations and assumptions relating to the Company’s business, the economy and other future conditions. Forward-looking statements generally can be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “forecasts,” “predicts,” “targets,” “prospects,” “strategy,” “signs,” and other words of similar meaning in connection with the discussion of future performance, plans, actions or events. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Such risks and uncertainties include, among others: (di) ~~Exhibits~~the timing to consummate the proposed Merger, (ii) the risk that a condition of Closing of the proposed Merger may not be satisfied or that the Closing of the proposed Merger might otherwise not occur, (iii) the risk that a regulatory approval that may be required for the proposed Merger is not obtained or is obtained subject to conditions that are not anticipated, (iv) the diversion of management time on transaction-related issues, (v) risks related to disruption of management time from ongoing business operations due to the proposed Merger, (vi) the risk that any announcements relating to the proposed Merger could have adverse effects on the market price of Company Common Shares, (vii) the risk that the proposed Merger and its announcement could have an adverse effect on the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with its suppliers and customers, (viii) the occurrence of any event, change, or other circumstance or condition that could give rise to the termination of the Merger Agreement, including in circumstances requiring the Company to pay a termination fee, (ix) the risk that competing offers will be made; (x) unexpected costs, charges or expenses resulting from the Merger, (xi) potential litigation relating to the Merger that could be instituted against the parties to the Merger Agreement or their respective directors, managers, or officers, including the effects of any outcomes related thereto, (xii) worldwide economic or political changes that affect the markets that the Company’s businesses serve which could have an effect on demand for the Company’s services and impact the Company’s profitability, (xiii) effects from global pandemics, epidemics, or other public health crises, (xiv) changes in marketplace conditions, such as alternative modes of healthcare delivery, reimbursement, and customer needs, and (xv) disruptions in the global credit and financial markets, including diminished liquidity and credit availability, changes in international trade agreements, including tariffs and trade restrictions, cyber-security vulnerabilities, foreign currency volatility, swings in consumer confidence and spending, costs of providing services, retention of key employees, and outcomes of legal proceedings, claims and investigations. Accordingly, actual results may differ materially from those contemplated by these forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in the Company’s filings with the SEC, including the risks and uncertainties identified in Part I, Item 1A - Risk Factors of the Company’s Annual Report 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 not intended to be exhaustive.

			Exhibit						Description
			99.1						Press Release issued by the Company on May 7, 2026
			104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~SIGNATURES~~These forward-looking statements speak only as of the date of this communication, and, except as may be required by applicable law, the Company does not assume any obligation to update or 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.

~~Pursuant~~Item to9.01 ~~the~~Financial ~~requirements~~Statements ofand ~~the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized~~Exhibits.

CROSS COUNTRY HEALTHCARE, INC.

Dated:

May 7, 2026

By:

/s/ William J. Burns

Name: William J. Burns

Title: Executive Vice President & Chief Financial Officer

(d) Exhibits

Exhibit No.		Description of Exhibit
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CROSS COUNTRY HEALTHCARE, INC.

Date: June 23, 2026

	By:	/s/ Kevin C. Clark
		Name:	Kevin C. Clark
		Title:	Co-Founder, Chairman and Chief Executive Officer

Filing Compare · CROSS COUNTRY HEALTHCARE INC