Cross Country Healthcare Merger Agreement with (Form 8-K)

Cross Country Healthcare Merger Agreement with

Aya Healthcare Terminated

Cross Country to Immediately Commence
Share Repurchases Under Existing $40 million Authorization

BOCA RATON, Fla., December 4, 2025 - Cross Country Healthcare, Inc. (the "Company" and "Cross Country Healthcare") (Nasdaq: CCRN) today announced the termination of its Agreement and Plan of Merger (the "Merger Agreement" and, the transactions contemplated thereby, the "Aya Merger") with Aya Holdings II Inc., a Delaware corporation ("Parent"), Spark Merger Sub One Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and, solely for purposes of Section 11.14 thereto, Aya Healthcare, Inc. ("Aya Healthcare"). In connection with the termination of the Merger Agreement, Aya Healthcare is required to pay Cross Country Healthcare a termination fee of $20 million.

As previously disclosed, the consummation of the Merger Agreement was subject to the satisfaction of a number of closing conditions, including, without limitation, the successful completion of a review by the U.S. Federal Trade Commission ("FTC") under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR").

Following a request for additional information ("Second Request") from the FTC received on February 20, 2025 by the Company and Aya Healthcare in connection with the Merger Agreement, each of the Company and Aya Healthcare certified to the FTC on August 29, 2025 that they had substantially complied with the Second Request. As a result of discussions with the FTC, the HSR waiting period was initially set to expire on November 17, 2025. In addition, the Merger Agreement end date was extended from September 3, 2025 to December 3, 2025. However, due to the historic 43-day government shutdown, the expiry of the HSR waiting period was extended day-for-day while the shutdown persisted. This resulted in an HSR waiting period end date of December 30, 2025, which exceeded the December 3, 2025 termination date of the Merger Agreement.

Cross Country Healthcare's rigorous efforts to advocate for a shortened review period with the FTC were unsuccessful. The Company remained committed to closing the transaction, however it was unable to reach an agreement with Aya Healthcare to amend and extend the Merger Agreement beyond the December 3, 2025 termination date. As justification for abandoning the deal, effective December 4, 2025, Aya Healthcare referenced the uncertainty, time and resource burden resulting from a possible challenge by the FTC.

John A. Martins, President and CEO of Cross Country Healthcare, Inc., stated:
"Although the outcome is not what we envisioned, we believe we are well-positioned to continue executing our strategic plan and drive accelerated growth. The Company is operationally resilient, well diversified across the continuum of care and fully focused on delivering long-term value for our shareholders. We are a financially strong, AI driven and tech savvy organization with a strong cash position and no debt. Under our current repurchase program, the Company also has authority to repurchase up to $40 million of its stock from time-to-time in the open market or in privately negotiated transactions. The Company intends to immediately commence repurchases, subject to market conditions. In 2026, we will proudly celebrate 40 years of industry leadership and clinical excellence."

He continued, "I am incredibly proud of our team's persistence and professionalism throughout the lengthy FTC review process. Their commitment has only strengthened our momentum. With clarity around our standalone path, we are energized and excited to continue advancing innovation, driving efficiencies, and capturing the significant opportunities ahead."

About Cross Country Healthcare

Cross Country Healthcare, Inc. is a market-leading, tech-enabled workforce solutions and advisory firm with nearly 40 years of industry experience and insight. We help clients tackle complex labor-related challenges and achieve high-quality outcomes, while reducing complexity and improving visibility through data driven insights. Copies of this and other press releases, information about the Company, can be accessed online at ir.crosscountry.com. Stockholders and prospective investors can also register to automatically receive the Company's press releases, filings with the Securities and Exchange Commission (SEC), and other notices by e-mail.