Material Event (Form 8-K)

Item 8.01 Other Events

On September 3, 2025, in accordance with the terms of the Agreement and Plan of Merger, dated as of December 3, 2024 (as may be amended from time to time by the parties thereto, the "Merger Agreement"), among Cross Country Healthcare, Inc. (the "Company"), Aya Holdings II Inc. ("Parent"), Spark Merger Sub One Inc., a wholly owned subsidiary of Parent ("Merger Sub"), and, solely for the limited purposes set forth therein, Aya Healthcare, Inc., pursuant to which Merger Sub will merge with and into the Company (the "Merger"), the End Date (as defined in the Merger Agreement) was automatically extended from September 3, 2025 to December 3, 2025. Other than the extension of the End Date, the terms of the Merger Agreement remain unchanged.

The foregoing description of the Merger Agreement is subject to, and is qualified in its entirety by, the full text of the Merger Agreement, which is filed as Annex A to the Definitive Proxy Statement filed by the Company on January 22, 2025, and which is incorporated herein by reference.

As previously disclosed, the Company and Aya each previously received a request for additional information (the "Second Request") from the U.S. Federal Trade Commission (the "FTC") in connection with the FTC's review of the transactions contemplated by the Merger Agreement. As of August 29, 2025, each of the Company and Aya has certified to the FTC that it has substantially complied with the Second Request. Subject to the satisfaction or waiver of customary closing conditions, including receipt of certain regulatory approvals, the Merger is expected to close in the fourth quarter of 2025.