Cross Country Healthcare Inc. filed SEC Form 8-K: Termination of a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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SECURITIES AND EXCHANGE COMMISSION
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| Item 1.02. | Termination of a Material Definitive Agreement. |
As previously disclosed, on December 3, 2024, Cross Country Healthcare, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Aya Holdings II Inc. (“Parent”), Spark Merger Sub One Inc., a wholly owned subsidiary of Parent, and, solely for the limited purposes set forth therein, Aya Healthcare, Inc., providing for, subject to the satisfaction or waiver of certain conditions, the acquisition of the Company by Parent (the “Merger”).
After market close on December 3, 2025, the Company received a notice of termination of the Merger Agreement (the “Notice”) from Parent, effective December 4, 2025, as a result of a failure of the Merger to be consummated prior to the end date under the Merger Agreement. In accordance with the terms of the Merger Agreement, Parent will pay a termination fee of $20 million in cash to the Company within two business days of such termination.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as an exhibit to the Company’s Current Report on Form 8-K filed on December 4, 2024, and which is incorporated by reference herein.
| Item 7.01. | Regulation FD Disclosure. |
On December 4, 2025, the Company issued a press release announcing the termination of the Merger Agreement.
A copy of the press release is furnished with this Form 8-K as Exhibits 99.1 and is incorporated by reference herein. In accordance with General Instructions B.2. of Form 8-K, the information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Press release issued by Cross Country Healthcare, Inc., dated December 4, 2025. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). |
SIGNATURE
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.
| Dated: December 4, 2025 | CROSS COUNTRY HEALTHCARE, INC. | ||||
| By: | /s/ John A. Martins | ||||
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Name: |
John A. Martins |
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| Title: | President & Chief Executive Officer | ||||
| (Principal Executive Officer) | |||||