Short answer
CROSS COUNTRY HEALTHCARE INC (CCRN) filed an 8-K current report with the SEC on May 7, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 7.01 (Regulation FD Disclosure), Item 8.01 (Other Events). Knox Lane acquisition agreement announced May 6, 2026, offering CCRN shareholders $13.25 cash per share.
CROSS COUNTRY HEALTHCARE INC 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- Knox Lane acquisition agreement announced May 6, 2026, offering CCRN shareholders $13.25 cash per share
- Transaction requires majority shareholder approval, antitrust clearance, and other customary closing conditions
- CCRN will become privately held and delist from Nasdaq following closing
- Five-month outside date, with regulatory extensions through January 6, 2027 and April 6, 2027
- $14,213,075 termination fee applies in specified CCRN break-up scenarios; no financing condition for the merger
Item 7.01 · Regulation FD Disclosure
- Exhibit 99.1 furnished under Regulation FD, not “filed” under Exchange Act Section 18
- Limited liability protection for disclosed information under Section 18
- Not incorporated into Securities Act or Exchange Act filings absent explicit reference
Item 8.01 · Other Events
- Proposed Merger prompting cancellation of Q1 2026 earnings call scheduled for May 7, 2026
- 2026 Annual Meeting canceled, with stockholder proposals withdrawn from consideration
- Definitive merger proxy statement expected, making transaction terms and shareholder vote materials central investor documents
- Merger remains subject to closing conditions, regulatory approvals, potential termination, and litigation risks
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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