Form PREM14A CROSS COUNTRY HEALTHCARE For: Jun 03

On May 6, 2026, Cross Country Healthcare, Inc. (“Cross Country”), KL Criss Cross Intermediate, LLC (“Parent”) and KL Criss Cross Merger Sub, Inc., a wholly-owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger that provides for the acquisition of Cross Country by Parent (such agreement, as it may be amended from time to time, the “merger agreement”). Pursuant to the terms of the merger agreement, Merger Sub will merge with and into Cross Country (the “merger”), with Cross Country surviving the merger as a wholly-owned subsidiary of Parent (the “surviving corporation”). The board of directors of Cross Country has unanimously approved the merger agreement and the merger.

Upon the terms and subject to the conditions of the merger agreement, at the effective time of the merger, you will be entitled to receive, for each share of common stock of Cross Country, par value $0.0001 per share (the “Cross Country common stock”) that you own immediately prior to the effective time of the merger, $13.25 in cash without interest and subject to any applicable withholding taxes (the “merger consideration”), unless you have properly exercised your appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”), as more fully described in the accompanying proxy statement. The merger consideration represents an approximately 31% premium to the closing price of the Cross Country common stock on May 6, 2026, the last trading day prior to the announcement of the merger, and an approximately 45% premium to the volume-weighted average trading price for the 90-day trading period ended May 6, 2026.

The Cross Country board of directors has unanimously (i) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, on the terms and subject to the conditions set forth in the merger agreement, are fair to and in the best interests of Cross Country and its stockholders, (ii) declared the merger agreement and the transactions contemplated by the merger agreement, including the merger, advisable, (iii) approved the merger agreement, the execution and delivery by Cross Country of the merger agreement, the performance by Cross Country of the agreements contained in the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, on the terms and subject to the conditions contained in the merger agreement, (iv) directed that the adoption of the merger agreement be submitted to a vote at a meeting of Cross Country stockholders and (v) resolved to recommend adoption of the merger agreement and the transactions contemplated by the merger agreement, including the merger, to Cross Country stockholders.

At the special meeting of Cross Country stockholders described in the accompanying proxy statement (the “special meeting”), you will be asked to approve the merger agreement proposal and to vote on other merger-related matters. The Cross Country board of directors unanimously recommends that Cross Country stockholders vote (1) “FOR” the merger agreement proposal and (2) “FOR” each of the other proposals described in the accompanying proxy statement.

Your vote is very important regardless of the number of shares of Cross Country common stock that you own. Parent and Cross Country cannot complete the merger without the approval of the merger agreement proposal by Cross Country stockholders holding at least a majority of the voting power of the shares of Cross Country common stock outstanding at the close of business on [  ], 2026, the record date for the special meeting. The failure of any Cross Country stockholder to vote will have the same effect as a vote “AGAINST” the approval of the merger agreement proposal. Whether or not you plan to participate in the special meeting, Cross Country urges you to submit a proxy in advance of the special meeting to have your shares voted by using one of the methods described in the accompanying proxy statement. If your shares are held in the name of a bank, brokerage firm or other nominee, please follow the instructions on the voting instruction card furnished by such bank, brokerage firm or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. If you do not provide your bank, broker or other nominee with any voting instructions, your shares of Cross Country common stock will not be counted for purposes of a quorum and will not be voted at the special meeting, which

will have the same effect as a vote “AGAINST” the merger agreement proposal. As a result, you must provide voting instructions by filling out the voting instruction card in order for your shares to be voted. More information about Parent, Cross Country, the special meeting, the merger and the other proposals for consideration at the special meeting is contained in the accompanying proxy statement. Please carefully read the entire proxy statement and the annexes and documents included in, or incorporated by reference into, the proxy statement.

On behalf of the Cross Country board of directors, thank you for your continued support.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OF THE MERGER AGREEMENT, THE MERGER OR THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT OR DETERMINED IF THE ACCOMPANYING PROXY STATEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The accompanying proxy statement is dated [  ], 2026 and is first being mailed to Cross Country stockholders on or about [  ], 2026.

This is a notice that the special meeting of stockholders of Cross Country Healthcare, Inc. (“Cross Country”) will be held on [  ], 2026, beginning at [  ], Eastern Time (such meeting, including any adjournments or postponements thereof, the “special meeting”). The special meeting will be a completely virtual, live audio webcast meeting of stockholders and will be held for the following purposes:

The proxy statement of which this notice is a part (a) incorporates important business and financial information about Cross Country, Parent and Merger Sub from other documents that Cross Country has filed with the U.S. Securities and Exchange Commission (the “SEC”) and that are contained in or incorporated by reference into this proxy statement and (b) provides a detailed description of the merger and the merger agreement and the other matters to be considered at the special meeting, including the proposals listed above. Please refer to the accompanying proxy statement, including the merger agreement and the other annexes and documents included in, or incorporated by reference into, the accompanying proxy statement for further information with respect to the business to be transacted at the special meeting. You are encouraged to read the entire proxy statement carefully before voting. The Cross Country board of directors has unanimously (i) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, on the terms and subject to the conditions set forth in the merger agreement, are fair to and in the best interests of Cross Country and its stockholders, (ii) declared the merger agreement and the transactions contemplated by the merger agreement, including the merger, advisable, (iii) approved the merger agreement, the execution and delivery by Cross Country of the merger agreement, the performance by Cross Country of the agreements contained in the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, on the terms and subject to the conditions contained in the merger agreement, (iv) directed that the adoption of the merger agreement be submitted to a vote at a meeting of Cross Country stockholders and (v) resolved to recommend adoption of the merger agreement and the transactions contemplated by the merger agreement, including the merger, to Cross Country stockholders.

The Cross Country board of directors unanimously recommends that Cross Country stockholders vote (1) “FOR” the merger agreement proposal, (2) “FOR” the merger-related compensation proposal and (3) “FOR” the adjournment proposal.

The Cross Country board of directors has fixed the close of business on [  ], 2026 as the record date for determination of Cross Country stockholders entitled to receive notice of, and to vote at, the special meeting or any adjournments or postponements thereof (the “record date”). Only holders of record of shares of common stock of Cross Country, par value $0.0001 per share (the “Cross Country common stock”) as of the close of business on the record date are entitled to receive notice of, and to vote at, the special meeting.

Under Delaware law, holders of Cross Country common stock who do not vote in favor of the merger agreement proposal will have the right to seek appraisal and obtain payment in cash for the fair value of their shares of Cross Country common stock, as determined by the Court of Chancery of the State of Delaware if the merger is completed, but only if they strictly comply with the procedures prescribed by Delaware law. These procedures are summarized in “Appraisal Rights of Cross Country Stockholders” beginning on page 80 of the accompanying proxy statement. In addition, the text of the applicable provisions of Delaware law is attached as Annex C to the accompanying proxy statement.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES THAT YOU OWN.

The merger cannot be completed unless the merger agreement proposal is approved by the affirmative vote, virtually or by proxy, of holders of at least a majority of the voting power of Cross Country common stock outstanding and entitled to vote thereon.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the internet or by telephone or (3) attend the special meeting in person (virtually), your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. If a quorum is present and you fail to take one of the three foregoing steps, your shares will have the same effect as if they were voted “AGAINST” the proposal to adopt the merger agreement, but will have no effect on the other proposals.

Whether or not you expect to participate in the special meeting, Cross Country urges you to submit a proxy to have your shares voted “FOR” the proposal to adopt the merger agreement as promptly as possible either: (1) via the internet at www.proxyvote.com (see the enclosed proxy card for instructions); (2) by telephone (see the enclosed proxy card for instructions); or (3) by completing, signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the special meeting. If your shares are held in “street name” by a bank, brokerage firm or other nominee, please follow the instructions on the voting instruction card furnished by such bank, brokerage firm or other nominee. Any stockholder of record participating in the special meeting may vote even if such stockholder has returned a proxy card. However, if your shares are held in “street name” you must obtain a “legal proxy” from the bank, brokerage firm or other nominee to vote at the special meeting.

Cross Country stockholders of record as of [  ], 2026 will be able to participate in the special meeting by visiting www.virtualshareholdermeeting.com/CCRN2026SM, and entering the 16-digit control number included on your proxy card or voting instruction card that accompanied your proxy materials.

If you have any questions about the special meeting, the merger, the proposals or the accompanying proxy statement, would like additional copies of this proxy statement, need to obtain proxy cards or other information related to this proxy solicitation or need help submitting a proxy or voting your shares of Cross Country common stock, you should contact:

The following are some questions that you, as a Cross Country stockholder, may have regarding the merger and the special meeting and the answers to those questions. Cross Country urges you to carefully read the remainder of this proxy statement because the information in this section does not provide all the information that might be important to you with respect to the merger and the special meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement.

This proxy statement and the documents incorporated by reference into this proxy statement contain forward-looking statements within the meaning of the federal securities laws, including safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. Any statements contained in this proxy statement that are not statements of historical fact, including statements regarding the merger, including the expected timing and closing of the merger; Cross Country’s ability to consummate the merger; the expected benefits of the merger and other considerations taken into account by the board of directors of Cross Country in approving the merger; and the amounts to be received by stockholders and expectations for Cross Country prior to and following the closing of the 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 Cross Country based on current expectations and assumptions relating to Cross Country’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 and could cause the actual results to differ materially from those contemplated in any forward-looking statements. Such risks and uncertainties include, among others:

Cross Country cautions that the foregoing list of factors is not exhaustive.

Additional information concerning these and other risk factors is contained in Cross Country’s most recently filed Annual Report on Form 10-K for the year ended December 31, 2025 and subsequently filed Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other SEC filings, as such filings may be amended from time to time. All of the forward-looking statements made by Cross Country contained or incorporated by reference in this proxy statement and all subsequent written and oral forward-looking statements concerning Cross Country, the merger or other matters attributable to Cross Country or any person acting on its behalf are expressly qualified in their entirety by the cautionary statement above.

If any of these risks materialize or any of Cross Country’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Cross Country presently does not know of or that Cross Country currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Cross Country’s expectations, plans or forecasts of future events and views as of the date of this proxy statement. Cross Country anticipates that subsequent events and developments will cause Cross Country’s assessments to change. However, while Cross Country may elect to update these forward-looking statements at some point in the future, Cross Country specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Cross Country’s assessments as of any date subsequent to the date of this proxy statement. Accordingly, reliance should not be placed upon the forward-looking statements.

Cross Country Healthcare, Inc. (Nasdaq: CCRN) is a technology-driven healthcare workforce solutions company, delivering an AI-powered digital platform and advisory services backed by 40 years of healthcare labor expertise to help health systems optimize and sustain their entire labor ecosystem.

Through Intellify®, its cloud-based workforce and vendor management platform designed to integrate with core hospital systems, Cross Country helps improve transparency across the labor ecosystem. Intellify® unifies workforce management across service lines, including nonclinical, nursing, allied health, and locums, into a single, centralized view of internal and contingent labor. Powered by real-time analytics and AI-driven insights, the platform helps leaders forecast demand, optimize labor utilization, streamline workflows, and improve cost efficiency while supporting high-quality care delivery.

Based in San Francisco, Knox Lane is a growth-oriented investment firm comprised of a team of accomplished investors and operators with a shared work history and a strong track record of partnering with leading companies to accelerate transformational growth. Knox Lane employs an investor-operator mindset and seeks to provide support across a number of business components, including human capital, brand management, AI & end-to-end digital transformation, sourcing, supply chain and logistics, strategic acquisitions and business development. For more information, please visit www.knoxlane.com.

KL Criss Cross Intermediate, LLC, a Delaware limited liability company, is a wholly-owned subsidiary of investment funds managed by Knox Lane. Parent was formed by an affiliate of Knox Lane solely in contemplation of the transactions contemplated by the merger agreement, has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in the merger agreement or otherwise in connection with the transactions contemplated thereby or incidental to its formation, limited liability company existence and ownership of Merger Sub. The principal executive offices of Parent are located at: c/o Knox Lane LP, 655 Montgomery Street, Suite 1905, San Francisco, CA 94111.

KL Criss Cross Merger Sub, Inc., a Delaware corporation, is a wholly-owned subsidiary of Parent. Merger Sub was incorporated by Parent solely in contemplation of the transactions contemplated by the merger agreement, has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in the merger agreement or otherwise in connection with the transactions contemplated thereby or incidental to its formation and corporate existence. The principal executive offices of Merger Sub are located at: c/o Knox Lane LP, 655 Montgomery Street, Suite 1905, San Francisco, CA 94111.

This proxy statement is first being mailed on or about [  ], 2026, and constitutes notice of the special meeting in conformity with the requirements of the DGCL and Cross Country’s bylaws.

This proxy statement is being provided to Cross Country stockholders as part of a solicitation of proxies by the Cross Country board of directors for use at the special meeting of Cross Country stockholders and at any adjournments or postponements of such special meeting. This proxy statement provides Cross Country stockholders with information about the special meeting and should be read carefully in its entirety.

The special meeting will be held on [  ], 2026, beginning at [  ] a.m., Eastern Time, unless postponed to a later date, via live audio webcast at www.virtualshareholdermeeting.com/CCRN2026SM. To virtually participate in the special meeting, visit such website and enter the 16-digit control number provided on your proxy card or voting instruction card in order to participate in the special meeting.

At the special meeting, Cross Country stockholders will be asked to vote upon the following proposals:

Only the approval of the merger agreement proposal is required for completion of the merger. Cross Country will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof.

At a special meeting of the Cross Country board of directors held on May 6, 2026, the Cross Country board of directors unanimously determined that the merger agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of Cross Country and Cross Country stockholders, approved the execution of the merger agreement and the consummation of the transactions contemplated thereby, and directed that the adoption of the merger agreement be submitted to a vote at a meeting of the Cross Country stockholders.

Accordingly, the Cross Country board of directors unanimously recommends that Cross Country stockholders vote (1) “FOR” the merger agreement proposal, (2) “FOR” the merger-related compensation proposal and (3) “FOR” the adjournment proposal.

Cross Country stockholders should carefully read this proxy statement, including any documents incorporated by reference, and the annexes in their entirety for more detailed information concerning the merger and the transactions contemplated by the merger agreement.

The special meeting will be a completely virtual meeting of stockholders conducted via live audio webcast through the website described above under the heading “Date, Time and Place of the Special Meeting.”

Broadridge Financial Solutions will have technicians ready to assist Cross Country stockholders with any technical difficulties they may have accessing the virtual meeting. If Cross Country stockholders encounter any difficulties accessing the virtual meeting or during the meeting time, Cross Country stockholders should navigate to www.virtualshareholdermeeting.com/CCRN2026SM, where a phone number for IT support will be posted.

As of the record date, there were [  ] shares of Cross Country common stock outstanding owned by Cross Country stockholders (i.e., excluding shares of Cross Country common stock held in treasury by Cross Country). Each share of Cross Country common stock is entitled to one vote on each matter considered at the special meeting.

Stockholders may request an appointment to inspect a complete list of stockholders entitled to vote at the special meeting for any purpose germane to the special meeting at Cross Country’s principal executive offices located at 5201 Congress Ave, Suite 160, Boca Raton, Florida 33411, Attention: General Counsel, during ordinary business hours within ten days prior to the special meeting. This list will also be made available at the special meeting for examination by any stockholder virtually present at the special meeting.

Only holders of record of Cross Country common stock at the close of business on the record date, [  ], 2026, are entitled to receive notice of the special meeting and to vote shares of Cross Country common stock that they held on the record date at the meeting, or any postponement or adjournment of the meeting. Each share of Cross Country common stock is entitled to one vote on each proposal. Cross Country’s official stock ownership records will conclusively determine whether a stockholder is a “holder of record” as of the record date.

Holders of a majority of the voting power of all issued and outstanding shares of Cross Country common stock as of the record date and entitled to vote at the special meeting must be present or represented by proxy at the special meeting to constitute a quorum for the transaction of business at the special meeting. If you fail to submit a proxy or to vote at the special meeting, or fail to instruct your bank, brokerage firm or other nominee how to vote, your shares of Cross Country common stock will not be counted towards a quorum. Marks to “ABSTAIN” on any proposal are considered present for purposes of establishing a quorum. In the event that a quorum is not present at the special meeting, it is expected that the special meeting will be adjourned or postponed. If the special meeting is postponed or adjourned, it will not affect the ability of holders of record of Cross Country common stock as of the record date to exercise their voting rights or to revoke any previously granted proxy using the methods described below; however, if a new record date is set for an adjourned meeting, a new quorum will be required to be established.

Banks, brokerage firms and other nominees who hold shares in “street name” for the accounts of their clients may vote such shares either as directed by their clients or in their own discretion on “routine” matters. When a broker does not receive instructions from a beneficial owner on how to vote shares with respect to a “non-routine” matter, a “broker non-vote” occurs. “Broker non-votes,” if any, will not be treated as present for purposes of determining whether a quorum is present. All proposals described in this proxy statement to be voted on at the special meeting are considered “non-routine” matters. The effect of not instructing your broker how you wish your shares to be voted (i.e., a broker non-vote) will be the same as a vote “AGAINST” the merger agreement proposal, but will not have an effect on the adjournment proposal or the merger-related compensation proposal (assuming, in the case of the merger-related compensation proposal, a quorum is present).

Your shares will be counted for purposes of determining if there is a quorum, whether representing votes for, against or abstained, if you (1) participate in the special meeting or (2) have voted via the internet, by telephone or by properly submitting a proxy card or voting instruction card by mail.

The votes required for each proposal are as follows:

Proposal 1—The Merger Agreement Proposal: The affirmative vote of holders of at least a majority of the voting power of all outstanding shares of Cross Country common stock entitled to vote thereon is required to approve the merger agreement proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or to vote at the special meeting or fail to instruct your bank, brokerage firm or other nominee to vote with respect to the merger agreement proposal, it will have the same effect as a vote “AGAINST” the merger agreement proposal.

Proposal 2—The Merger-Related Compensation Proposal: The affirmative vote of holders of at least a majority of the voting power of the shares of Cross Country common stock present in person (virtually) or represented by proxy at the special meeting and entitled to vote thereon is required to approve, on an advisory (non-binding) basis, the merger-related compensation proposal. If you mark “ABSTAIN” on your proxy, it will have the same effect as a vote “AGAINST” the merger-related compensation proposal. If you fail to submit a proxy or to vote at the special meeting or fail to instruct your bank, brokerage firm or other nominee how to with respect to the merger-related compensation proposal, it will have no effect on the merger-related compensation proposal (assuming a quorum is present). Approval of this proposal by Cross Country stockholders is not required to complete the merger.

Proposal 3—The Adjournment Proposal: The affirmative vote of holders of at least a majority of the voting power of the shares of Cross Country common stock present in person (virtually) or represented by proxy at the special meeting and entitled to vote thereon is required to approve the adjournment proposal. If you mark “ABSTAIN” on your proxy, it will have the same effect as a vote “AGAINST” the adjournment proposal. If you fail to submit a proxy or to vote at the special meeting or fail to instruct your bank, brokerage firm or other nominee how to vote with respect to the adjournment proposal, it will have no effect on the adjournment proposal.

An abstention occurs when a stockholder attends a meeting, either by attendance in person (virtually) or by proxy, but abstains from voting. At the special meeting, abstentions will be counted in determining whether a quorum is present and will have the effect of a vote “AGAINST” the merger agreement proposal, the merger-related compensation proposal and the adjournment proposal.

If you are a registered stockholder and you do not sign and return your proxy card by mail or vote over the internet, by telephone or by attendance in person (virtually) at the special meeting, your shares will not be voted at the special meeting and will not be counted for purposes of determining whether a quorum exists. If you are the record owner of your shares and you fail to vote, it will have the same effect as a vote “AGAINST” the merger agreement proposal, but will have no effect on the outcome of the merger-related compensation proposal or the adjournment proposal.

As of [  ], 2026, the record date, Cross Country directors and executive officers, as a group, owned and were entitled to vote [  ] shares of Cross Country common stock or approximately [  ]% of the voting power of all outstanding shares of Cross Country common stock. Cross Country currently expects that these directors and executive officers will vote their shares in favor of the merger agreement proposal and each of the other proposals described in this proxy statement, although none of them are obligated to do so.

Cross Country stockholders of record may vote their shares of Cross Country common stock or submit a proxy to have their shares of Cross Country common stock voted at the special meeting in one of the following ways:

Whether or not you plan to participate in the special meeting, Cross Country urges you to submit your proxy by completing and returning the proxy card as promptly as possible, or by submitting your proxy by telephone or via the internet, prior to the special meeting to ensure that your shares of Cross Country common stock will be represented and voted at the special meeting if you are unable to participate.

The Cross Country board of directors has appointed certain persons as proxy holders to vote proxies in accordance with the instructions of Cross Country stockholders. If you are a stockholder of record and you authorize these proxy holders to vote your shares of Cross Country common stock with respect to any matter to be acted upon, your shares will be voted in accordance with your instructions in your proxy. If you are a stockholder of record and you authorize these proxy holders to vote your shares but do not specify how your shares should be voted on a proposal, these proxy holders will vote your shares on such proposals as the Cross Country board of directors recommends. If any other matter properly comes before the special meeting, these proxy holders will vote on that matter in their discretion.

If, as of the record date, your shares of Cross Country common stock are registered directly in your name with the transfer agent of Cross Country, Computershare, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote or to grant a proxy for your vote directly to Cross Country or to a third party to vote at the special meeting.

If, as of the record date, your shares are held in an account at a bank, brokerage firm or other nominee, you are the beneficial owner of shares held in “street name,” and, for the purposes of this proxy statement, a beneficial owner, and your bank, brokerage firm or other nominee is considered the stockholder of record with respect to those shares. If you are a beneficial owner, you have a right to direct your bank, brokerage firm or other nominee on how to vote the shares held in your account. The availability of internet or telephonic voting will depend on the nominee’s voting process. Please check with your bank, brokerage firm or other nominee and follow the voting procedures your bank, brokerage firm or other nominee provides.

In accordance with the rules of the New York Stock Exchange, as followed by Nasdaq, your bank, brokerage firm or other nominee may generally vote on “routine” matters when they have not received voting instructions from you. However, such banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to “non-routine” matters. If you are a beneficial owner and do not provide these instructions, a “non-vote” occurs with respect to those matters. All proposals described in this proxy statement to be voted on at the special meeting are considered “non-routine” matters. Accordingly, if you are a beneficial owner and do not provide your bank, brokerage firm or other nominee instructions on how to vote your shares of Cross Country common stock, your bank, brokerage firm or other nominee generally will not be permitted to vote your shares on any of the proposals. The effect of not instructing your broker how you wish your shares to be voted will be the same as a vote “AGAINST” the merger agreement proposal but will not have an effect on the adjournment proposal or the merger-related compensation proposal (assuming, in the case of the merger-related compensation proposal, that a quorum is present). If you are a beneficial holder, Cross Country strongly encourages you to provide voting instructions to your bank, brokerage firm or other nominee so that your vote will be counted on all matters.

If you are a beneficial owner, you are invited to participate in the special meeting; however, you may not vote your shares at the special meeting unless you obtain a “legal proxy” from your bank, brokerage firm or other nominee that holds your shares, giving you the right to vote the shares at the special meeting.

Cross Country stockholders of record may revoke their proxies at any time prior to the voting at the special meeting in any of the following ways:

Cross Country beneficial owners may change their voting instruction only by following the directions received from their bank, brokerage firm or other nominee for changing their voting instructions.

As permitted by applicable law, only one copy of this proxy statement is being delivered to holders of Cross Country common stock residing at the same address, unless such holders of Cross Country common stock have notified Cross Country of their desire to receive multiple copies of this proxy statement.

Cross Country will promptly deliver, upon oral or written request, a separate copy of this proxy statement to any holder of Cross Country common stock residing at an address to which only one copy of this proxy statement was mailed. Requests for additional copies should be directed to Cross Country by mail at Cross Country Healthcare, Inc., Attention: General Counsel, 5201 Congress Ave, Suite 160, Boca Raton, Florida 33411 or by calling (561) 998-2232, or to Cross Country’s proxy solicitor, Sodali, by calling toll-free at 1-800-662-5200 or by email at [email protected].

If your shares are held by your broker, bank or other nominee, often referred to as held in “street name,” you will receive a form from your broker, bank or other nominee seeking instruction as to how your shares should be voted. You should contact your broker, bank or other nominee with questions about how to provide or revoke your instructions.

A representative from Broadridge Financial Solutions will serve as the inspector of election.

Cross Country will pay for the entire cost of soliciting proxies. Cross Country has retained Sodali, a professional proxy solicitation firm, to assist in the solicitation of proxies, and provide related advice and informational support during the solicitation process, for a flat fee of $20,000 plus administrative fees with a minimum charge of $2,500. Cross Country will indemnify this firm against losses arising out of its provisions of these services on its behalf. In addition, Cross Country may reimburse banks, brokers and other nominees representing beneficial owners of shares of Cross Country common stock for their expenses in forwarding soliciting materials to such beneficial owners. Cross Country’s directors, officers and employees may solicit proxies by telephone, by facsimile, by mail, over the Internet or in person. Cross Country’s directors, officers and employees will not be paid any additional amounts for soliciting proxies.

The special meeting may be adjourned by the holders of shares of Cross Country common stock representing at least a majority of the voting power of the shares of Cross Country common stock present in person (virtually) or represented by proxy at the special meeting entitled to be cast, if sufficient votes are cast in favor of adjournment, whether or not there is a quorum.

Notice need not be given of any adjourned meeting if the time and place, if any, are announced at the meeting at which the adjournment is taken unless the adjournment is for more than 30 days, in which case a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting. If, after any adjournment, a new record date for the stockholders entitled to vote is fixed for any adjourned meeting, notice of the place, if any, date, and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present and vote at such adjourned meeting must be given to each stockholder of record entitled to vote at the meeting. Under the merger agreement, any reconvened special meeting must be held no later than 30 days after the original special meeting (plus any postponements or adjournments required by applicable law) and at least three business days prior to the end date (as defined below).

Holders of Cross Country common stock will become entitled to receive the merger consideration as a result of the merger. The holders of Cross Country common stock will be entitled to appraisal rights under Section 262 of the DGCL in connection with the merger.

If you hold one or more shares of Cross Country common stock, you are entitled to appraisal rights under Delaware law and have the right to have your shares appraised by the Delaware Court of Chancery and receive the “fair value” of such shares (exclusive of any element of value arising from the accomplishment or expectation of the merger) as of completion of the merger in place of the merger consideration, as determined by such court, if you strictly comply with the procedures specified in Section 262 of the DGCL. Any such Cross Country stockholder awarded “fair value” for its, his or her shares by such court would receive payment of that fair value in cash, together with interest, if any, in lieu of the right to receive the merger consideration. Any Cross Country stockholder wishing to preserve their rights to appraisal must make a demand for appraisal as described below.

The following discussion is not a full summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL, a copy of which is attached to this proxy statement as Annex C. All references in Section 262 of the DGCL and in this summary to a “stockholder” are to the record holder of the shares of Cross Country common stock. The following discussion does not constitute any legal or other advice, nor does it constitute a recommendation that you exercise your rights to seek appraisal under Section 262 of the DGCL.

Under Section 262 of the DGCL, when a merger is submitted for approval at a meeting of stockholders as in the case of the merger agreement proposal, Cross Country, not less than 20 days prior to the meeting, must notify each stockholder who was a Cross Country stockholder on the record date for notice of such meeting with respect to shares for which appraisal rights are available, that appraisal rights are available and include in the notice a copy of Section 262 of the DGCL or otherwise direct stockholders to the text of Section 262 of the DGCL. This proxy statement constitutes the required notice, and the copy of Section 262 of the DGCL is attached to this proxy statement as Annex C. A holder of Cross Country common stock who wishes to exercise appraisal rights or who wishes to preserve the right to do so should review the following discussion and Annex C carefully and consult with a legal advisor. Failure to strictly comply with the procedures of Section 262 of the DGCL in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A stockholder who loses his, her or its appraisal rights will be entitled to receive the merger consideration.

Cross Country stockholders wishing to exercise the right to seek an appraisal of their shares must do ALL of the following:

Voting, virtually or by proxy, against, abstaining from voting on or failing to vote on the approval of the merger agreement proposal will not constitute a written demand for appraisal as required by Section 262 of the DGCL. The written demand for appraisal must be in addition to and separate from any vote against the merger agreement proposal, abstention with respect to the merger agreement proposal or failure to vote.

The foregoing summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by the full text of Section 262 of the DGCL that is attached to this proxy statement as Annex C and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should review carefully Section 262 of the DGCL and is urged to consult his, her or its legal and financial advisors before electing or attempting to exercise such rights. For more information, please see the section of this proxy statement entitled “APPRAISAL RIGHTS OF CROSS COUNTRY STOCKHOLDERS”.

This section of this proxy statement describes the material aspects of the merger. This section may not contain all of the information that is important to you. You should carefully read this entire proxy statement and the documents incorporated by reference into this proxy statement, including the full text of the merger agreement, a copy of which is attached to this proxy statement as Annex A, for a more complete understanding of the merger. In addition, important information about Cross Country is included in or incorporated by reference into this proxy statement. See the section titled “Where You Can Find More Information.”

Upon the terms and subject to the conditions set forth in the merger agreement and in accordance with the DGCL, at the effective time, Merger Sub will merge with and into Cross Country, whereupon the separate existence of Merger Sub will cease, and Cross Country will survive the merger as a wholly-owned subsidiary of Parent, a privately-held company. The merger will become effective at such time when the certificate of merger is duly filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (or at such later time as may be specified in the certificate of merger).

At the effective time, each share of Cross Country common stock (including certain company equity awards, as described in more detail below, but excluding (i) Cross Country common stock held by Cross Country as treasury stock or owned by Parent, Merger Sub or any other subsidiary of Parent immediately prior to the effective time and (ii) Cross Country common stock with respect to which appraisal rights are properly demanded and not withdrawn or lost under Section 262 of the DGCL) outstanding immediately prior to the effective time will automatically be converted into the right to receive $13.25 in cash, without interest and subject to any applicable withholding taxes.

Pursuant to the merger agreement, effective as of immediately prior to the effective time:

If the merger is completed, Cross Country’s securities will be delisted from Nasdaq and deregistered under the Exchange Act as promptly as practicable after the effective time, and Cross Country will cease to be a publicly traded company. Cross Country will no longer be required to file periodic reports, current reports and proxy information statements with the SEC on account of its common stock. You will not own any shares of the surviving corporation.

If the merger agreement is not adopted by Cross Country’s stockholders or if the merger is not completed for any other reason, Cross Country stockholders will not receive any payment for their shares of Cross Country common stock or other Cross Country equity interests in connection with the merger. Instead, Cross Country will remain an independent public company, Cross Country common stock will continue to be listed and traded on the Nasdaq and registered under the Exchange Act and Cross Country will continue to file periodic reports with the SEC. In addition, if the merger is not completed, Cross Country stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which Cross Country operates and risks related to adverse economic conditions.

Furthermore, if the merger is not completed, and depending on the circumstances that would have caused the merger to not be completed, it is likely that the price of Cross Country common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of Cross Country common stock would return to the price at which

it trades as of the date of this proxy statement or the price at which it traded immediately prior to the public announcement of the merger agreement. Accordingly, if the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Cross Country common stock. If the merger agreement is not adopted by Cross Country stockholders or if the merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to Cross Country will be offered or that Cross Country’s business, prospects or results of operation will not be adversely impacted.

Moreover, if the merger is not completed for any reason, Cross Country stockholders will be subject to a number of risks, including Cross Country’s incurrence of substantial costs in connection with the merger and the other transactions contemplated by the merger agreement that may not be recovered and the potential negative impact on Cross Country’s ability to attract, hire and retain key employees.

In addition, the merger agreement provides that, upon termination of the merger agreement under certain circumstances, Cross Country will be required to pay to Parent a termination fee of $14,213,075, or under certain other circumstances, Parent will be required to pay Cross Country a termination fee of $14,213,075 and the enforcement costs up to a maximum aggregate amount of $1,000,000. See the section titled “The Merger Agreement—Termination Fees and Expenses” for a discussion of the circumstances under which such termination fees would be required to be paid.

The following chronology summarizes certain meetings and events that led to the signing of the merger agreement. This chronology does not purport to catalogue every conversation of or among the Cross Country board of directors, Knox Lane, Parent, Cross Country’s representatives, Parent’s representatives and other parties.

The Cross Country board of directors and senior management regularly review and assess Cross Country’s operations, performance, opportunities, prospects, risks and strategic direction in light of current business and economic conditions and developments in the healthcare staffing industry, in each case across a range of scenarios and potential future developments. In connection with this review and assessment, and with the assistance of legal and financial advisors, the Cross Country board of directors and management have considered potential strategic alternatives for Cross Country, including potential business combinations or other transactions, to strengthen Cross Country’s business and maximize stockholder value.

Following termination of Cross Country’s potential transaction with Aya Healthcare, Inc. (“Aya Healthcare”) on December 4, 2025, Cross Country received several inbound inquiries regarding potential transactions from both strategic and private equity counterparties. As a result, Cross Country’s board of directors and management began more actively reviewing a variety of potential strategic transactions and other strategic alternatives.

On January 6, 2026, representatives of BofA Securities notified Cross Country board members that representatives of a healthcare staffing company (referred to herein as “Party A”) had requested to meet with Kevin C. Clark, Chief Executive Officer (“CEO”) of Cross Country.

On January 26, 2026, Cross Country and BofA Securities executed an amendment to the engagement letter that was entered into by Cross Country and BofA Securities on September 11, 2024 in connection with the process that led to the Aya Healthcare transaction.

On February 16, 2026, Mr. Clark met in person with representatives of Party A, who requested the meeting to discuss a potential acquisition of Cross Country by Party A.

Following this meeting with Party A, on the same day, Mr. Clark called Cross Country’s Independent Lead Director, W. Larry Cash, to relay his discussion with Party A. Mr. Clark described the call and noted he did not believe there was a strong interest in a transaction. Party A did not express any further interest thereafter.

On March 10, 2026, Mr. Clark met telephonically with a representative of Party B regarding a potential investment by Party B in Cross Country common stock.

On March 10, 2026, MTS Health Partners LP notified Cross Country that Knox Lane would like to meet with Mr. Clark.

On March 16, 2026, Mr. Clark and William J. Burns, Cross Country’s Chief Financial Officer, attended an introductory call with Shamik Patel, a representative of Knox Lane.

Thereafter on March 16, 2026, Mr. Clark notified Mr. Cash of the call. During that discussion they discussed whether Cross Country should explore further conversations with Knox Lane and ultimately agreed that Cross Country should enter into a non-disclosure agreement with Knox Lane before they had any other exploratory calls with Knox Lane.

On March 17, 2026, Cross Country formally engaged Davis Polk & Wardwell LLP (“Davis Polk”) to serve as Cross Country’s legal counsel in connection with Cross Country’s exploration of potential strategic alternatives.

On March 18, 2026, Knox Lane and Cross Country entered into a non-disclosure agreement with standstill provisions to facilitate the exchange of confidential information in connection with the exploration of strategic opportunities involving Cross Country and Knox Lane.

On March 20, 2026, Mr. Patel submitted a verbal non-binding offer for Knox Lane to acquire 100% of Cross Country at $10.60-12.10 per share in cash consideration, with Mr. Patel informally indicating $11.25 per share as the per share price Knox Lane was willing to pay to acquire Cross Country. Mr. Patel indicated there would be no financing contingency and diligence could be completed in 30 days. The closing price of Cross Country common stock on this date was $9.14 per share.

On March 20, 2026, Mr. Clark then informed Mr. Cash of his conversation with Mr. Patel. Mr. Cash and Mr. Clark agreed that a higher premium to the price per share of Cross Country common stock would be needed for the board to consider an offer.

Also on March 20, 2026, Mr. Clark and Mr. Burns met telephonically with a representative of Party B, who verbally expressed interest in a minority investment in Cross Country common stock but was not interested in pursuing an acquisition of Cross Country. On the same day, Mr. Clark discussed the call with Party B with Mr. Cash, who advised that Party B’s interest in a potential minority investment was not worth consideration by the Cross Country board of director in light of Cross Country’s other potential strategic options.

On March 23, 2026, Mr. Clark called Mr. Patel and communicated that $11.25 per share was inadequate for him to take Knox Lane’s offer to the Cross Country board of directors for consideration.

Subsequently, on March 23, 2026, Mr. Patel spoke to Mr. Clark and Mr. Burns, and Mr. Patel reiterated that Knox Lane could complete diligence and sign a definitive merger agreement in 30 days. The parties also reviewed Cross Country’s operations at a high level, its technology capabilities, consensus for 2026, and Cross Country’s financials compared to budget. Mr. Patel then submitted a revised verbal offer of $11.75-$13.00 per share. The closing price of Cross Country common stock on this date was $9.57 per share.

After that call, on March 23, 2026, Mr. Clark notified Mr. Cash of Knox Lane’s revised offer. Mr. Cash conveyed that Knox Lane’s revised offer was inadequate for the Cross Country board of directors to consider.

On March 24, 2026, Mr. Clark spoke with Mr. Patel and reported the revised range of $11.75-$13.00 per share was still too low for him to take Knox Lane’s offer to the Cross Country board of directors for consideration. Mr. Patel indicated that Knox Lane might be able to increase its offer to $12.50-$13.50, subject to receipt and review of segment financial information, public company cost savings, and Cross Country’s 2026 budget. The closing price of Cross Country common stock on this date was $9.79 per share.

On March 25, 2026, representatives of BofA Securities introduced members of Cross Country management to the CEO of a healthcare platform company (herein referred to as “Party C”), to discuss a potential acquisition of Cross Country by Party C.

Also on March 25, 2026, Mr. Patel and Mr. Clark had a call during which Mr. Patel increased the range of Knox Lane’s offer to $12.50-$13.50 per share.

Later on March 25, 2026, Mr. Clark, Mr. Burns, and Mr. Cash attended a virtual meeting with representatives of BofA Securities to discuss Cross Country and its outlook, as well as a general overview of the industry. Representatives of BofA Securities then discussed Knox Lane’s prior acquisitions, and its familiarity with the healthcare staffing industry. The participants then discussed each of the third parties that had contacted Cross Country or representatives of BofA Securities regarding a potential transaction since the termination of the Aya transaction.

On March 30, 2026, Cross Country held a virtual management meeting with a representative of a private equity firm (herein referred to as “Party D”), to discuss opportunities about a potential transaction.

On April 2, 2026, Knox Lane submitted a written proposal of $13.00 per share and requested 45 days of exclusivity to finalize a transaction to acquire Cross Country. The closing price of Cross Country common stock on this date was $9.18 per share.

On April 2 and April 3, 2026, representatives of BofA Securities spoke with representatives of Party D to further discuss a potential transaction with Cross Country. However, no offer resulted from these calls.

On April 3, 2026, the Cross Country board of directors held a virtual special meeting to discuss the offer from Knox Lane. The members unanimously agreed that a range of $13.00 per share to $13.25 per share was sufficiently acceptable to move forward with diligence and negotiate the terms of a merger agreement, but that a 45-day exclusivity period was too long. The Cross Country board of directors delegated authority to Mr. Clark and Mr. Cash to negotiate a shorter exclusivity period with Knox Lane to move forward with diligence and a merger agreement. In addition, the Cross Country board of directors discussed other parties that could have an interest in acquiring Cross Country, in particular Party D, and decided that Cross Country should continue discussions with Party D in parallel with discussions with Knox Lane until such time as exclusivity was formally entered into.

At the direction of the Cross Country board of directors, Mr. Clark contacted Mr. Patel to inform him that Cross Country had rejected a 45-day exclusivity period for $13.00 per share, but Cross Country’s board of directors would consider a two to three week exclusivity period if Knox Lane improved its offer to $13.25 per share. Knox Lane said it would consider the counter-offer and revert with a response.

On April 4, 2026, representatives of Cross Country called a partner of a private equity firm (herein referred to as “Party E”), and the CEO of a healthcare staffing company (herein referred to as “Party F”) to discuss a potential transaction, but Party E and Party F were not interested in pursuing a transaction at that time. Mr. Clark informed the Cross Country board of directors of these calls on April 6, 2026 at Cross Country’s board of directors meeting.

On April 6, 2026, representatives of Cross Country met with representatives of Party D to further discuss a potential transaction with Cross Country. However, no offer resulted from this meeting.

Also, on April 6, 2026, Knox Lane called Mr. Clark to submit a verbal offer of $13.25 per share and to request a 3-week exclusivity period from April 7, 2026 to April 27, 2026. Knox Lane also submitted an initial diligence request list to Cross Country.

On April 6, 2026, Mr. Clark notified Mr. Cash that Knox Lane had offered $13.25 per share in cash, subject to a three week exclusivity period with an extension if both parties were working in good faith during the diligence period.

In the evening of April 6, 2026, Knox Lane submitted a written proposal for Knox Lane to acquire 100% of Cross Country for $13.25 per share of Cross Country common stock (the “revised Knox Lane proposal”). The revised Knox Lane proposal included, among other key terms, a request for 20 days of exclusivity from April 7, 2026 to April 27, 2026 and a 7 day extension of the exclusivity period upon reaffirmation of the purchase price. Certain members of the Cross Country board of directors and Cross Country management discussed the revised Knox Lane proposal telephonically. This written offer was within the parameters unanimously agreed to by the Cross Country board of directors at a meeting held on April 3, 2026. The closing price of Cross Country common stock on this date was $9.52 per share.

On April 7, 2026, Cross Country received a due diligence request list sent on behalf of Knox Lane. On April 7, 2026, Knox Lane and Cross Country also entered into an exclusivity agreement providing for an exclusivity period running through April 27, 2026, with an extension of exclusivity to May 4, 2026 upon written notice and a re-affirmation of the proposed purchase price by Knox Lane.

Upon receipt of the due diligence list, certain members of Cross Country’s management team began gathering the requested information for review by Davis Polk and all approved information began to be uploaded into a virtual data room.

On April 15, 2026, Party D reached out to representatives of BofA Securities requesting an update on a potential transaction with Cross Country. In light of the exclusivity agreement entered into with Knox Lane, representatives of BofA Securities did not respond.

On April 18, 2026, Mr. Clark, Mr. Burns, and Cross Country’s General Counsel, Susan Ball, met with representatives of Davis Polk to review the terms and conditions of an initial draft of the merger agreement. Later that night, Davis Polk shared an initial draft of the merger agreement with representatives of Kirkland & Ellis LLP (“Kirkland & Ellis”), outside legal counsel to Knox Lane.

On April 21, 2026, Cross Country and Knox Lane held in-person diligence sessions in Boca Raton, Florida.

On April 23, 2026, representatives of Kirkland & Ellis sent back to Davis Polk a revised draft of the merger agreement. Subsequently on April 23, 2026, Cross Country management met virtually with representatives of Davis Polk to discuss various outstanding issues in the merger agreement.

Following this meeting, on April 24, 2026, representatives of Davis Polk and Kirkland & Ellis met virtually to discuss various key outstanding issues in the merger agreement. Following this call, also on April 24, 2026, representatives of Davis Polk reviewed this discussion with Cross Country management and representatives of BofA Securities and then sent a revised draft of the merger agreement to Kirkland & Ellis.

On April 26, 2026, representatives of Kirkland & Ellis sent a revised draft of the merger agreement to Davis Polk reflecting, among other things, a covenant by Cross Country to provide cooperation in connection with the sale of Cross Country’s Locums business to All Star Health Solutions (“All Star”).

On April 27, 2026, the Cross Country board of directors held a meeting to discuss the terms of the merger agreement. Representatives of Davis Polk informed the board members of the risks and obligations under the proposed cooperation covenant regarding the sale of Cross Country’s Locums business to All Star, and Davis Polk answered questions with respect thereto.

On April 29, 2026, BofA Securities delivered to Cross Country a relationship disclosure letter providing certain information regarding BofA Securities’ relationships with Cross Country and Knox Lane, which letter was shared with the Cross Country board of directors.

From April 29, 2026 through April 30, 2026, representatives of Davis Polk and Kirkland & Ellis exchanged revised drafts of the merger agreement and the other transaction documents and continued to negotiate the terms of such documents.

On May 1, 2026, the Cross Country board of directors held a virtual special meeting, at which members of Cross Country management and representatives of Davis Polk and BofA Securities were also present to discuss the status of negotiations with Knox Lane. At the meeting, representatives of Davis Polk then updated the Cross Country board of directors as to the status of outstanding issues in the transaction documents, including issues regarding regulatory approval covenants, the proposed terms of the Locums transaction and other provisions of the Merger Agreement and representatives of BofA Securities reviewed their preliminary and illustrative financial perspectives on the proposed transaction. The Cross Country board of directors then decided to accept a covenant requiring Cross Country’s cooperation in connection with the sale of the Locums business to All Star.

Following the special meeting, on May 2, 2026, representatives of Davis Polk sent a revised draft of the merger agreement to Kirkland & Ellis.

From May 2, 2026 through May 6, 2026, Davis Polk and Kirkland & Ellis exchanged revised drafts of the merger agreement and the other transaction documents and continued to negotiate the terms of such documents.

On May 4, 2026, Knox Lane sent Cross Country a partially executed amendment to the exclusivity agreement, extending the exclusivity period to the earlier of 11:59 p.m. Pacific Time on May 6, 2026 and the execution of a definitive agreement between Cross Country and Knox Lane.

Also on May 4, 2026, the Cross Country board of directors held a virtual meeting to discuss the proposed merger agreement and other related matters, including the amendment to the exclusivity agreement and delegated authority to Mr. Clark and Mr. Cash to extend exclusivity through May 6, 2026, subject to all issues being resolved on the Merger Agreement.

On May 5, 2026, Cross Country executed the amendment extending the exclusivity period.

On May 6, 2026, the Cross Country board of directors held a virtual special meeting to vote on the proposed merger agreement and other related matters, at which meeting members of Cross Country management and representatives of BofA Securities and Davis Polk were also present. At the meeting, representatives of Davis Polk reviewed with the Cross Country board of directors its fiduciary duties in considering the proposed transaction, as well as the terms of the proposed final merger agreement (a substantially final version of which was provided to the Cross Country board of directors prior to the meeting), and updated the Cross Country board of directors as to the resolution of key issues. Representatives of Davis Polk also reviewed the potential timing for key workstreams to be undertaken prior to closing, including submission of required pre-merger notifications under applicable competition laws and the filing of the proxy

statement. Representatives of BofA Securities then reviewed its financial analysis of the proposed transaction and, at the request of the Cross Country board of directors, rendered its oral opinion, which was confirmed by delivery of a written opinion dated May 6, 2026, to the effect that, as of such date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications described in the written opinion, the merger consideration to be received by holders of Cross Country common stock in the merger was fair, from a financial point of view, to such holders. The Cross Country board of directors then unanimously (i) determined that the merger agreement, the other transaction documents and the proposed transaction, on the terms and subject to the conditions set forth in the merger agreement, were fair to and in the best interests of Cross Country and its stockholders; (ii) declared that the merger agreement, the other transaction documents and the proposed transaction were advisable; (iii) approved the merger agreement and the other transaction documents, the execution and delivery by Cross Country of the merger agreement and the other transaction documents and the performance by Cross Country of the agreements contained in the merger agreement and the consummation of the proposed transaction, on the terms and subject to the conditions contained in the merger agreement; (iv) subject to its ability to make an adverse recommendation change and terminate the merger agreement, directed that the adoption of the merger agreement be submitted to a vote at a meeting of Cross Country stockholders; and (v) resolved, subject to its ability to make an adverse recommendation change, to recommend adoption of the merger agreement and the proposed transaction to the stockholders of Cross Country.

On May 6, 2026, the parties exchanged final versions of all transaction documents, and the merger agreement was executed and delivered. Thereafter, Cross Country issued a press release to announce the proposed transaction.

At its May 6, 2026 meeting held to evaluate the merger, the Cross Country board of directors unanimously (i) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, on the terms and subject to the conditions set forth in the merger agreement, are fair to and in the best interests of Cross Country and its stockholders, (ii) declared the merger agreement and the transactions contemplated by the merger agreement, including the merger, advisable, (iii) approved the merger agreement, the execution and delivery by Cross Country of the merger agreement, the performance by Cross Country of the agreements contained in the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, on the terms and subject to the conditions contained in the merger agreement, (iv) directed that the adoption of the merger agreement be submitted to a vote at a meeting of Cross Country stockholders and (v) resolved to recommend adoption of the merger agreement and the transactions contemplated by the merger agreement, including the merger, to Cross Country stockholders. The Cross Country board of directors recommends that Cross Country stockholders vote:

In evaluating the merger agreement and merger and arriving at its determination, the Cross Country board of directors consulted with Cross Country’s senior management, representatives of Cross Country’s financial advisor, BofA Securities, and Cross Country’s outside legal counsel, Davis Polk, and considered a number of substantive factors, both positive and negative, and potential benefits and detriments of the merger to Cross Country and Cross Country stockholders. The Cross Country board of directors believed that, taken as a whole, the following factors (not in any relative order of importance) supported its decision to approve the merger:

The Cross Country board of directors also considered certain potentially negative factors in its deliberations concerning the merger, including the following (not in any relative order of importance):

The Cross Country board of directors concluded that the potentially negative factors associated with the merger were significantly outweighed by the potential benefits that it expected Cross Country stockholders would achieve as a result of the merger. The Cross Country board of directors believed that the merger would maximize the immediate value of the shares held by Cross Country stockholders and minimize the risks and uncertainty affecting the future prospects of Cross Country, including the potential execution risks associated with its standalone financial plan. Accordingly, the Cross Country board of directors unanimously (i) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, on the terms and subject to the conditions set forth in the merger agreement, are fair to and in the best interests of Cross Country and its stockholders, (ii) declared the merger agreement and the transactions contemplated by the merger agreement, including the merger, advisable, (iii) approved the merger agreement, the execution and delivery by Cross Country of the merger agreement, the performance by Cross Country of the agreements contained in the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, on the terms and subject to the conditions contained in the merger agreement, (iv) directed that the adoption of the merger agreement be submitted to a vote at a meeting of Cross Country stockholders and (v) resolved to recommend adoption of the merger agreement and the transactions contemplated by the merger agreement, including the merger, to Cross Country stockholders.

In addition, the Cross Country board of directors was aware of and considered the interests that Cross Country’s directors and executive officers may have with respect to the merger that differ from, or are in addition to, the interests of Cross Country stockholders generally, as described below under “—Interests of Cross Country’s Directors and Executive Officers in the Merger.”

The foregoing discussion of the information and factors considered by the Cross Country board of directors is not exhaustive, but Cross Country believes it includes all the material factors considered by the Cross Country board of directors. In view of the wide variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, the Cross Country board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative or specific weight or values to any of these factors. Rather, the Cross Country board of directors viewed its position and recommendation as being based on an overall analysis and on the totality of the information presented to and factors considered by it. In addition, in considering the factors described above, individual directors may have given different weights to different factors. The Cross Country board of directors based its unanimous recommendation on the totality of the information presented.

This explanation of Cross Country’s reasons for the merger and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described under “Cautionary Statement Regarding Forward-Looking Statements.”

Cross Country retained BofA Securities to act as its financial advisor in connection with the merger. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. Cross Country selected BofA Securities to act as its financial advisor in connection with the merger on the basis of BofA Securities’ experience in transactions similar to the merger, its reputation in the investment community and its familiarity with Cross Country and its business.

On May 6, 2026, at a meeting of the Cross Country board of directors held to evaluate the merger, representatives of BofA Securities delivered to the Cross Country board of directors the oral opinion of BofA Securities, which was confirmed by delivery of a written opinion dated May 6, 2026, to the effect that, as of the date of the opinion and based on and subject to the various assumptions and limitations set forth in the written opinion, the merger consideration to be received in the merger by holders of Cross Country common stock was fair, from a financial point of view, to such holders.

The full text of BofA Securities’ written opinion to the Cross Country board of directors, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this proxy statement and is incorporated by reference herein in its entirety. The following summary of BofA Securities’ opinion is qualified in its entirety by reference to the full text of the written opinion. BofA Securities delivered its opinion to the Cross Country board of directors for the benefit and use of the Cross Country board of directors (in its capacity as such) in connection with and for purposes of its evaluation of the merger. BofA Securities expressed no opinion or view as to any terms or other

aspects or implications of the merger (other than the merger consideration to the extent expressly specified in such opinion) and no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to Cross Country or in which Cross Country might engage or as to the underlying business decision of Cross Country to proceed with or effect the merger. BofA Securities’ opinion does not constitute a recommendation as to how any holder of Cross Country common stock should vote or act in connection with the merger or any related matter.

In connection with rendering its opinion, BofA Securities has, among other things:

In arriving at its opinion, BofA Securities assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the management of Cross Country that it is not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Cross Country Forecasts, BofA Securities was advised by Cross Country, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Cross Country as to the future financial performance of Cross Country. BofA Securities did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Cross Country or any other entity, nor did it make any physical inspection of the properties or assets of Cross Country or any other entity. BofA Securities did not evaluate the solvency or fair value of Cross Country, Parent or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Securities assumed, at the direction of Cross Country, that the merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on Cross Country, Parent or any other entity or the merger (including the contemplated benefits thereof). BofA Securities assumed, at the direction of Cross Country, that the final executed merger agreement would not differ in any material respect from the execution version reviewed by BofA Securities.

BofA Securities expressed no view or opinion as to any terms or other aspects or implications of the merger (other than the merger consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the merger, or any terms, aspects or implications of any other agreement, arrangement or understanding entered into in connection with or related to the merger or otherwise. BofA Securities’ opinion was limited to the fairness, from a financial point of view, of the merger consideration to be received by holders of Cross Country common stock and no opinion or view was expressed with respect to any consideration received in connection with the merger by the holders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the merger, or class of such persons, relative

to the merger consideration or otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to Cross Country or in which Cross Country might engage or as to the underlying business decision of Cross Country to proceed with or effect the merger. In addition, BofA Securities expressed no view or opinion with respect to, and BofA Securities relied, with the consent of Cross Country, upon the assessments of Cross Country and its representatives regarding legal, regulatory, accounting, tax and similar matters relating to Cross Country or any other entity or the merger (including the contemplated benefits thereof) as to which BofA Securities understood that Cross Country obtained such advice as it deemed necessary from qualified professionals. BofA Securities further expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the merger or any other matter. Except as described in this summary, Cross Country imposed no other instructions or limitations on the investigations made or procedures followed by BofA Securities in rendering its opinion.

BofA Securities’ opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Securities as of, the date of its opinion. The credit, financial and stock markets were experiencing unusual volatility and BofA Securities expressed no opinion or view as to any potential effects of such volatility on Cross Country, Parent or the merger. It should be understood that subsequent developments may affect BofA Securities’ opinion, and BofA Securities does not have any obligation to update, revise, or reaffirm its opinion. The issuance of BofA Securities’ opinion was approved by a fairness opinion review committee of BofA Securities.

The discussion set forth below in the section titled “Summary of Material Financial Analyses” represents a brief summary of the material financial analyses presented by BofA Securities to the Cross Country board of directors in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Securities, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Securities. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Securities.

BofA Securities reviewed publicly available financial and stock market information for Cross Country and AMN Healthcare Services, Inc. (“AMN”), a publicly traded healthcare staffing company.

BofA Securities reviewed, among other information, AMN’s enterprise value, calculated as equity value based on the closing stock price on May 5, 2026, plus debt, preferred equity and non-controlling interest (as applicable), and minus cash and cash equivalents (as applicable), as a multiple of AMN’s estimated adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”), for calendar year 2026. Financial data of AMN were based on public filings and publicly available Wall Street research analysts’ estimates published by FactSet as of May 5, 2026. BofA Securities also calculated and compared the average enterprise value to next-twelve-month (“NTM”) adjusted EBITDA multiples for AMN and for Cross Country, respectively, (i) for the period beginning on December 4, 2024, and ended May 5, 2026 (“Since Aya Transaction Termination”), (ii) for the one-year and three-year periods ended December 2, 2024 (“1 Year Pre-Aya Transaction Announcement” and “3 Years Pre-Aya Transaction Announcement”), (iii) for the period beginning on February 21, 2020 and ended December 2, 2024 (“COVID to Pre-Aya Transaction Announcement”), (iv) for the period beginning on February 21, 2020 and ended December 31, 2021 (“COVID Period”), (v) for the period beginning on December 2, 2019 and ended December 2, 2024 (“5 Years Pre-Aya Transaction Announcement”), (vi) for the period beginning on December 2, 2014 and ended December 2, 2019 (“5 Years Pre-COVID”), (vii) for the period beginning on December 2, 2014 and ended December 2, 2024 (“10 Years Pre-Aya Transaction Announcement”), and (vi) as of May 5, 2026. Financial data of Cross Country and AMN in this review were based on public filings and publicly available Wall Street research analysts’ estimates published by FactSet as of May 5, 2026.

The 2026 enterprise value to adjusted EBITDA multiples observed for AMN were as follows:

The current and historical average enterprise value to NTM Adjusted EBITDA multiples observed for AMN and for Cross Country were as follows:

Based on BofA Securities’ review of the enterprise value to adjusted EBITDA multiples observed for AMN, the current and historical enterprise value to NTM EBITDA multiples for AMN and Cross Country, respectively, and on its professional judgment and experience, BofA Securities applied an enterprise value to EBITDA multiple reference range of 4.8x to 7.5x to Cross Country’s estimated adjusted EBITDA for 2026, based on the Cross Country Forecasts, to calculate ranges of implied enterprise values for Cross Country. BofA Securities then calculated implied ranges of equity values per share for Cross Country (rounded to the nearest $0.05) by adding to the ranges of implied enterprise values an estimate of the net cash of Cross Country as of the closing of the merger and dividing the results by a number of fully-diluted shares of Cross Country common stock estimated to be outstanding as of the closing of the merger, in each case, as provided by the management of Cross Country.

This analysis indicated the following approximate implied equity value reference ranges per share for Cross Country, as compared to the merger consideration and closing price per share of Cross Country common stock as of May 5, 2026, which was the day prior to the last trading day before the announcement of the merger:

No selected publicly traded company used in this analysis is identical or directly comparable to Cross Country. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which Cross Country was compared.

BofA Securities reviewed, to the extent publicly available, financial information relating to the following selected transactions involving companies in the healthcare staffing industry announced since 2010:

BofA Securities reviewed the enterprise values implied for each target company, based on the consideration payable in the selected transaction, as a multiple of each respective target company’s EBITDA for the twelve-month period immediately preceding the announcement of each respective transaction (“LTM”). Financial data relating to each of the selected transactions was based on publicly available information. The overall low to high enterprise value to LTM EBITDA multiples of the target companies in the selected transactions were 8.9x to 11.5x (with a mean of 10.7x and a median of 11.0x).

Based on BofA Securities’ review of the enterprise value to LTM EBITDA multiples for the selected transactions and on its professional judgment and experience, BofA Securities applied an enterprise value to EBITDA multiple reference range of 9.0x to 11.5x to (i) an estimate of Cross Country’s twelve month run rate adjusted EBITDA (calculated as Cross Country’s adjusted EBITDA in the first fiscal quarter of 2026, as provided by the management of Cross Country, multiplied by four) and (ii) an estimate of Cross Country’s LTM adjusted EBITDA as of the end of the first fiscal quarter of 2026, as provided by the management of Cross Country. BofA Securities then calculated an implied range of equity values per share for Cross Country (rounded to the nearest $0.05) by adding to the range of implied enterprise values an estimate of Cross Country’s net cash as of the closing of the merger and dividing the results by a number of fully-diluted shares of Cross Country common stock estimated to be outstanding as of the closing of the merger, in each case, as provided by the management of Cross Country.

This analysis indicated the following approximate implied equity value reference range per share for Cross Country, as compared to the merger consideration and the closing price per share of Cross Country common stock on May 5, 2026, which was the day prior to the last trading day before the announcement of the merger:

No selected precedent transaction used in this analysis or the applicable target company is identical or directly comparable to the merger or Cross Country. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics, market conditions and other factors that could affect the acquisition or other values of the companies or transactions to which Cross Country and the merger were compared.

BofA Securities performed a discounted cash flow analysis of Cross Country to calculate a range of implied present values per share of Cross Country common stock utilizing estimates of the standalone, unlevered, after-tax free cash flows Cross Country was expected to generate over the period from July 1, 2026 through December 31, 2030, based on the Cross Country Forecasts. BofA Securities calculated a terminal value for Cross Country by applying a selected perpetuity growth rate range of 3.0% to 4.0%, based on BofA Securities’ professional judgment and experience, to the terminal year unlevered free cash flows based on the Cross Country Forecasts. The unlevered free cash flows and the terminal values were discounted to June 30, 2026, utilizing the mid-year discounting convention, and using discount rates ranging from 9.0% to 11.0%, which were based on an estimate of Cross Country’s weighted average cost of capital, derived using the capital asset pricing model.

BofA Securities then calculated an implied equity value per share reference range for Cross Country (rounded to the nearest $0.05) by adding to this range of implied enterprise values an estimate of Cross Country’s net cash as of the closing of the merger and dividing the results by a number of fully-diluted shares of Cross Country common stock estimated to be outstanding as of the closing of the merger, in each case, as provided by the management of Cross Country.

This analysis indicated the following approximate implied equity value reference range per share for Cross Country, as compared to the merger consideration and the closing price per share of Cross Country common stock on May 5, 2026, which was day prior to the last trading day before the announcement of the merger:

BofA Securities also noted certain additional factors that were not considered part of BofA Securities’ financial analyses with respect to its opinion, but were referenced solely for informational purposes, including, among other things, the following:

Wall Street Analysts’ Price Targets. BofA Securities reviewed certain publicly available equity research analyst price targets for shares of Cross Country common stock, which indicated a present value of $9.09 to $13.64 per share of Cross Country common stock when discounted by one year at Cross Country’s estimated mid-point cost of equity of 10.0%, derived using the capital asset pricing model.

Premia Calculations. BofA Securities reviewed, among other things, the premia paid in all-cash acquisition transitions announced since January 1, 2015 involving a public company based in the United States as the target where the disclosed enterprise value for the transaction was between $500 million and $1 billion, in relation to each target company’s (1) closing share price on the day prior to announcement of the applicable transaction and (2) volume weighted average price during the 30 calendar days prior to the announcement of the applicable transactions (which we refer to in this section of this proxy statement as the “30-Day VWAP”). Based on this review and its professional judgment and experience, BofA Securities applied

Trading Since Termination of Prior Transaction: BofA Securities reviewed the trading range of Cross Country common stock for the period December 4, 2025 to May 5, 2026, which was the day prior to the last trading day before the announcement of the merger, which was $7.53 to $10.67 per share of Cross Country common stock.

Sponsor Ability to Pay. BofA Securities performed an illustrative sponsor ability to pay analysis to determine the range of price per share of Cross Country common stock at which a financial sponsor might effect a leveraged buyout of Cross Country based on the Cross Country Forecasts. For purposes of its analysis, BofA securities assumed a target internal rate of return in the range of 20% to 25%, an entry leverage multiple of 2.0x, and a range of applied exit multiples of 4.5x to 7.5x to Cross Country’s estimated adjusted EBITDA, in each case based on the Cross Country Forecasts. BofA Securities selected the internal rates of return, leverage multiple and exit multiples based upon the application of its professional judgement and experience. This analysis indicated an implied equity value reference range per share for Cross Country (rounded to the nearest $0.05) of $8.80 to $12.70 per share of Cross Country common stock, compared to the merger consideration of $13.25 per share of Cross Country common stock.

As noted above, the discussion set forth above in the section titled “Summary of Material Financial Analyses” represents a brief summary of the material financial analyses presented by BofA Securities to the Cross Country board of directors in connection with its opinion and is not a comprehensive description of all analyses undertaken or factors considered by BofA Securities in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Securities believes that its analyses summarized

above must be considered as a whole. BofA Securities further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Securities’ analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Securities considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of Cross Country. The estimates of the future performance of Cross Country in or underlying BofA Securities’ analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Securities’ analyses. These analyses were prepared solely as part of BofA Securities’ analysis of the fairness, from a financial point of view, to the holders of shares of Cross Country common stock of the merger consideration to be received by such holders in the merger and were provided to the Cross Country board of directors in connection with the delivery of BofA Securities’ opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or acquired or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Securities’ view of the actual values of Cross Country or Cross Country common stock.

The type and amount of consideration payable in the merger was determined through negotiations among Cross Country, Parent and Knox Lane, rather than by any financial advisor, and was approved by the Cross Country board of directors. The decision to enter into the merger was that of the Cross Country board of directors. As described above, BofA Securities’ opinion was only one of many factors considered by the Cross Country board of directors in its evaluation of the merger and should not be viewed as determinative of the views of the Cross Country board of directors, Cross Country’s management or any other party with respect to the merger or the merger consideration.

Cross Country has agreed to pay BofA Securities for its services in connection with the merger an aggregate fee of approximately $6.12 million, $2 million of which was payable upon delivery of BofA Securities’ opinion and the remainder of which is payable contingent upon consummation of the merger. In addition, Cross Country has agreed to reimburse certain of BofA Securities’ expenses arising, and to indemnify BofA Securities against certain liabilities that may arise, out of BofA Securities’ engagement.

BofA Securities and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Securities and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of Cross Country, Parent, Knox Lane, an affiliate of Parent, and certain of their respective affiliates.

BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Cross Country and have received or in the future may receive compensation for the rendering of these services, including having acted as financial advisor with respect to a sale transaction, providing commercial credit card, checking and other treasury and liquidity services, and providing certain markets and foreign exchange services. From April 1, 2024 through March 31, 2026, BofA Securities and its affiliates derived aggregate revenues from Cross Country and certain of its subsidiaries of approximately $5.50 million for corporate and/or investment banking services. As of April 28, 2026, BofA Securities and its affiliates directly owned in a non-fiduciary capacity shares of Cross Country common stock, which as of the close of trading on such date, had a market value of approximately $5 million (which constituted less than 2% of the Cross Country’s outstanding common stock as of such date).

In addition, BofA Securities and its affiliates in the future may provide investment banking, commercial banking and other financial services to Parent and may receive compensation for the rendering of these services.

While Cross Country has from time to time provided limited financial guidance to investors, Cross Country management does not, as a matter of course, otherwise publicly disclose forecasts or internal projections as to future

performance due to, among other things, the inherent difficulty of predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may not be realized. In connection with the review of strategic alternatives, including the merger, Cross Country senior management prepared and provided certain unaudited non-public financial projections regarding Cross Country, on a standalone basis (including its Locums business) without giving effect to the merger, for the second half of calendar year 2026 through calendar year 2030 (collectively, the “financial projections”) to the Cross Country board of directors. Such financial projections were approved by the Cross Country board of directors for BofA Securities’ use and reliance in connection with its financial analysis and opinion to the Cross Country board of directors (as more fully described above under the section titled “Opinion of BofA Securities”).

A summary of the financial projections is included below to give Cross Country stockholders access to certain information that was considered by the Cross Country board of directors for purposes of evaluating the merger. These financial projections are not, and should not be viewed as, public guidance or even targets.

The financial projections, while presented with numerical specificity, were based on numerous variables and assumptions, including about future performance, that are inherently uncertain and many of which are beyond Cross Country’s control. The financial projections reflect numerous estimates, assumptions and judgments made by Cross Country management that Cross Country management considered to be reasonable based on information available at the time the financial projections were developed, with respect to industry performance and competition, general business, economic, regulatory, market and financial conditions, other future events and matters specific to Cross Country’s business, all of which are difficult to predict and many of which are beyond Cross Country’s control. There can be no assurances that the financial projections accurately reflect future trends or accurately estimate Cross Country’s future financial and operating performance. The financial projections also reflect assumptions as to certain business decisions that are subject to change, disregard future potential acquisitions and assume there will be no material changes in Cross Country’s spend, including pursuant to any significant contracts that may be awarded to Cross Country. Important factors that may affect actual results and cause the financial projections not to be achieved include, but are not limited to, risks and uncertainties relating to Cross Country’s business (including the ability to achieve strategic goals, objectives and targets over the applicable periods), industry performance, availability of labor, general business, economic and regulatory conditions, changes in actual or projected cash flows, competitive pressures and changes in tax laws or accounting treatment and other factors described in or referenced under the section titled “Cautionary Statement Regarding Forward-Looking Statements” and those risks and uncertainties detailed in Cross Country’s public filings with the SEC. Further, the financial projections cover multiple years and by their nature become subject to greater uncertainty with each successive year. Accordingly, there can be no assurance that the financial projections will be realized, and actual results may vary materially from those shown. Modeling and forecasting the future performance of a healthcare staffing company is a highly speculative endeavor. Since the financial projections cover a long period of time, the financial projections by their nature are unlikely to anticipate each circumstance that will have an effect on the commercial value of Cross Country’s services.

The financial projections were not prepared with a view toward public disclosure and, accordingly, do not necessarily comply with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information or generally accepted accounting principles in the United States (“GAAP”).

Neither Cross Country’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

The financial projections are not being included in this proxy statement in order to influence any Cross Country stockholder’s decision as to whether or not to approve the merger or whether or not to seek appraisal rights with respect to shares of Cross Country common stock held by such stockholder. The summary of the financial projections is being included in this proxy statement solely because these financial projections were made available to the Cross Country board of directors, BofA Securities and Knox Lane.

The financial projections do not take into account any circumstances or events occurring after the date they were prepared, including the announcement of the merger, merger-related expenses or any changes to operation that may be implemented in connection with the pendency, or following the consummation, of the merger. The financial projections also do not take into account the effect of any failure of the merger to close and should not be viewed as accurate or continuing in that context.

The inclusion of the financial projections in this proxy statement should not be regarded as an indication that Cross Country or any of its affiliates, advisors (including BofA Securities) or representatives considered or consider the financial projections to be predictive of actual future events, and the financial projections should not be relied on as such. None of Cross Country or any of its affiliates, advisors (including BofA Securities), officers, directors or representatives can give any assurance that actual results will not differ from these financial projections. The financial projections summarized in this section reflected the estimates and judgments available to Cross Country’s management at the time they were prepared and have not been updated to reflect any changes since such financial forecasts were prepared. None of Cross Country or any of its affiliates, advisors (including BofA Securities), officers, directors or representatives undertakes any obligation to update or otherwise revise or reconcile the financial projections to reflect circumstances existing after the date such financial projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the financial projections are shown to be in error or no longer appropriate. Cross Country does not intend to make publicly available any update or other revisions to the financial projections, except as required by law. None of Cross Country or any of its affiliates, advisors (including BofA Securities), officers, directors or representatives has made or makes any representation to any stockholder or other investor regarding the ultimate performance of Cross Country compared to the information contained in the financial projections or that the projected results will be achieved.

Cross Country stockholders are cautioned not to place undue, if any, reliance on the financial projections included in this proxy statement.

The financial projections incorporate certain financial measures which are not GAAP measures, including Adjusted EBITDA (as defined below). Cross Country’s management included forecasts of Adjusted EBITDA in the financial projections because Cross Country’s management believes Adjusted EBITDA provides useful information because it is commonly used by investors to assess financial performance and operating results of ongoing business operations, and because Cross Country’s management also believes that Adjusted EBITDA is useful in evaluating the business, potential operating performance and cash flow of Cross Country. Such financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. The footnotes to the table below provide certain supplemental information with respect to the calculation of these non-GAAP financial measures. Cross Country’s calculations of these financial measures may differ from others in its industry and are not necessarily comparable with information presented under similar captions used by other companies. Financial measures provided to a financial advisor are excluded from the SEC’s definition of non-GAAP financial measures and therefore are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which may otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure to be presented. Reconciliations of these financial measures were not relied upon by BofA Securities in connection with its financial analysis and opinion to the Cross Country board of directors (as described in the section titled “—Opinion of BofA Securities”) or by the Cross Country board of directors. Accordingly, a reconciliation of the financial measures included in the financial projections is not provided.

Subject to the foregoing qualifications, a summary of the financial projections is set forth below:

For additional information on Cross Country’s actual results and historical financial information, see the section titled “Where You Can Find More Information.”

In considering the recommendation of the Cross Country board of directors that Cross Country stockholders vote “FOR” (1) the merger agreement proposal and (2) merger-related compensation proposal, Cross Country stockholders should be aware that the directors and executive officers of Cross Country may have interests in the merger that may be different from, or in addition to, those of Cross Country stockholders generally.

These interests are described below, and certain of them are quantified below. The Cross Country board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, in approving the merger agreement, and in recommending the approval of the merger agreement by the Cross Country stockholders.

For purposes of this disclosure, Cross Country’s named executive officers are as follows:

For purposes of this disclosure, Cross Country’s executive officers (other than the named executive officers) who may have interests in the merger that may be different from, or in addition to, those of Cross Country stockholders generally, are listed below. In addition, James Redd, former Chief Accounting Officer of Cross Country, served as an executive officer of Cross Country during the 2025 fiscal year but will not receive any compensation or benefits in connection with the merger and is therefore not included in the disclosure below.

For purposes of this disclosure, Cross Country’s non-employee directors are as follows:

Each of Cross Country’s directors and executive officers noted above holds Cross Country restricted stock awards and/or Cross Country performance stock awards. Effective as of immediately prior to the effective time, the outstanding Cross Country equity awards will be treated as follows:

The table below sets forth the estimated value (on a pre-tax basis) that would be realized by each of Cross Country’s executive officers and non-employee directors in respect of the Cross Country restricted stock awards and Cross Country performance stock awards held by such individuals assuming the merger were to be completed on June 1, 2026 and based on the treatment described above (with Cross Country performance stock awards assumed to be vested at target levels) and a per share price of Cross Country common stock of $13.25. Depending on the date upon which the closing of the merger actually occurs, certain Cross Country restricted stock awards and Cross Country performance stock awards that are unvested as of the date of this proxy statement and that are included in the table below may vest pursuant to their terms, without regard to the merger. For additional information regarding shares of Cross Country common stock held by Cross Country executive officers and non-employee directors, see the section titled “Security Ownership of Certain Beneficial Owners and Management.”

These amounts do not attempt to forecast any additional equity award grants, issuances or forfeitures that may occur prior to the closing of the merger following the date of this proxy statement and therefore may be different from the actual amounts received by Cross Country’s executive officers and non-employee directors.

Each of Cross Country’s executive officers noted above (other than Ms. Grieco) is a participant in and eligible for severance payments and benefits under Cross Country’s Executive Severance Plan (the “Severance Plan”, and such participating executive officers, the “Participating Executives”). Under the Severance Plan, if during the period commencing 90 days before and ending 18 months after the date of a “change of control” (as defined in the Severance Plan and which would include the merger), a Participating Executive’s employment is terminated by Cross Country without “cause” or by the executive for “good reason” (each as defined in the Severance Plan or a Participating Executive’s individual employment agreement, as applicable), such executive would receive:

Receipt of the severance payments and benefits described above (other than with respect to equity acceleration) is conditioned upon the Participating Executive’s execution and non-revocation of a release of claims in favor of Cross Country and its affiliates. In addition, payments and benefits under the Severance Plan are subject to the enforcement of any restrictive covenants (including, without limitation, as to confidentiality, non-competition and non-solicitation) to which the Participating Executive is subject.

The Severance Plan also provides that if a Participating Executive would be subject to an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the benefits to such executive will be reduced to the amount that does not trigger the excise tax, unless the executive would retain greater value (on an after-tax basis) by receiving all benefits and paying the applicable excise, income and payroll taxes.

The aggregate value of the severance payments and benefits (not including any value in respect of accelerated equity awards) that would be paid or become payable to the executive officers (including the named executive officers) if the effective time of the merger occurred on June 1, 2026 and they all experienced a qualifying termination of employment under the applicable arrangements at such time would have been approximately $11,485,000.

Any of Cross Country’s executive officers who continue employment following the effective time may, before, on, or following the closing, enter into new individualized compensation arrangements governing their employment and compensation terms following the closing. As of the date of this proxy statement, Cross Country’s executive officers have not entered into any new individualized compensation arrangements, but on May 14, 2026, Knox Lane initiated conversations with Mr. Burns and Ms. Ball with respect to a possible consulting agreement for transition and advisory services with Parent or one of its subsidiaries upon closing. In addition, Knox Lane has also had discussions with Mr. Clark regarding serving on the board of one of its subsidiaries.

Under the merger agreement, for a period of six years following the effective time, Parent is required to maintain in effect all provisions in the organizational documents of the surviving corporation and its subsidiaries regarding elimination of liability and indemnification of directors, officers, employees, fiduciaries and agents and advancement of fees, costs and expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions that were in existence as of May 6, 2026.

Prior to the effective time, Cross Country will (or if Cross Country is unable to, Parent will cause the surviving corporation to) purchase a directors’ and officers’ liability insurance and fiduciary liability insurance “tail” policy for a period of six years after the effective time with respect to matters arising at or prior to the effective time with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under Cross Country’s existing policies as of May 6, 2026, with a one-time cost not in excess of 300% of the last aggregate premium for Cross Country’s existing policies, and if the cost of such “tail” insurance policy would otherwise exceed such amount, the surviving corporation must purchase a policy with the greatest coverage available for a cost not exceeding such amount.

Parent and its subsidiaries are required to not amend, repeal or otherwise modify any such rights in any manner that would adversely affect any rights of such persons.

See the section titled “The Merger Agreement—Directors’ and Officers’ Indemnification and Insurance.”

The information set forth below is required by Item 402(t) of Regulation S-K regarding compensation that is based on or otherwise relates to the merger that Cross Country’s named executive officers noted above could receive in connection with the merger. Such amounts have been calculated assuming that:

The payments and benefits described below are calculated based on, to the extent applicable, the terms of the merger agreement and the Severance Plan. See sections above under “—Treatment of Cross Country Equity Awards” and “—Executive Severance Plan,” for a description of the treatment of the equity awards held by the named executive officers and the terms of the Severance Plan. The amounts below do not include the value of benefits which the named executive officers are already entitled to or vested in as of the date of the merger without regard to the occurrence of a change in control. These amounts are estimates based on multiple assumptions (including those set forth above) that may or may not actually occur and they do not attempt to forecast any additional equity award grants, vesting, issuances or forfeitures that may occur after the date of this proxy statement but before the effective time. As a result of the foregoing assumptions, including the assumptions described in the footnotes to the table, the actual amounts received by Cross Country’s named executive officers may be different from the amounts set forth below. Receipt of the payments and benefits below are subject to the named executive officer’s execution and non-revocation of a release of claims and continued compliance with restrictive covenants, including restrictions on confidentiality (in perpetuity), noncompetition (for two years post-termination for Messrs. Clark and Burns and one year post-termination for all other executives) and non-interference with suppliers, customer or employees (for two years post-termination termination for Messrs. Clark and Burns and one year post-termination for all other executives).

Under the merger agreement, Cross Country may implement certain tax planning strategies for the purpose of mitigating the impact of Sections 280G and 4999 of the Code and thereby preserve certain compensation-related tax deductions that might otherwise be disallowed. Any such tax planning strategies will not include a gross-up of any excise taxes under Section 4999 of the Code. As of the date of this proxy statement, the implementation of any such tax planning strategies has not been determined.

The completion of the merger is conditioned on, among other things, the expiration or termination of any applicable waiting period (or extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”).

Subject to the terms and conditions of the merger agreement, each of Cross Country and Parent has agreed to use commercially reasonable efforts to take, or cause their respective controlled affiliates to take, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the transactions contemplated by the merger agreement, including without limitation the Locums transaction, as soon as practicable, including preparing and filing as promptly as practicable with any governmental authority or other third party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and obtaining and maintaining all regulatory approvals.