Cross Country Healthcare Inc 2025 Annual Report

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS In addition to historical information, this Quarterly Report on Form10-Q contains statements relating to our future results (includingcertain projections and business trends) that are “forward-looking statements” within the meaning of Section27A of the Securities Actof 1933, as amended, Section21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the Private SecuritiesLitigation Reform Act of 1995, and are subject to the “safe harbor” created by those sections. Statements regarding the proposed Aya the proposed Aya Merger; and expectations for the Company prior to and following the closing of the proposed Aya Merger, may bedeemed to be forward-looking statements. Forward-looking statements consist of statements that are predictive in nature, depend uponor refer to future events. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, “suggests”, “appears”,“seeks”, “will”, “could”, and variations of such words and similar expressions are intended to identify forward-looking statements.These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results and performanceto be materially different from any future results or performance expressed or implied by these forward-looking statements. Thesefactors include, but are not limited to, the following: the timing to consummate the proposed Aya Merger, the risk that a condition ofclosing of the proposed Aya Merger may not be satisfied or that the closing of the proposed Aya Merger might otherwise not occur, therisk that a regulatory approval that may be required for the proposed Aya Merger is not obtained or is obtained subject to conditionsthat are not anticipated, the diversion of management time on transaction-related issues, risks related to disruption of management timefrom ongoing business operations due to the proposed Aya Merger, the risk that any announcements relating to the proposed AyaMerger could have adverse effects on the market price of the common stock of the Company, the risk that the proposed Aya Mergerand its announcement could have an adverse effect on the ability of the Company to retain customers and retain and hire key personneland maintain relationships with its suppliers and customers, the occurrence of any event, change or other circumstance or conditionthat could give rise to the termination of the Merger Agreement, including in circumstances requiring the Company to pay atermination fee, the risk that competing offers will be made, unexpected costs, charges or expenses resulting from the Aya Merger,potential litigation relating to the Aya Merger that could be instituted against the parties to the Merger Agreement or their respectivedirectors, managers or officers, including the effects of any outcomes related thereto,the overall macroeconomic environment,including increased inflation and interest rates, demand for the healthcare services that we provide, both nationally and in the regionsin which we operate, our ability to attract and retain qualified nurses, physicians and other healthcare personnel, costs and availabilityof short-term housing for our travel healthcare professionals, the functioning of our information systems, the effect of cyber securityrisks and cyber incidents on our business, the effect of existing or future government regulation and federal and state legislative andenforcement initiatives on our business, including data privacy and protection laws, social, ethical, and security issues relating to theuse of artificial intelligence, our customers’ ability to pay us for our services, our ability to successfully implement our acquisition anddevelopment strategies, including our ability to successfully integrate acquired businesses and realize synergies from suchacquisitions, the effect of liabilities and other claims asserted against us, the effect of competition in the markets we serve, our abilityto successfully defend the Company, its subsidiaries, and its officers and directors on the merits of any lawsuit or determine itspotential liability, if any, and other factors, including, without limitation, the risk factors set forth in Item 1A. “Risk Factors” in theCompany’s Annual Report on Form10-K for the year ended December 31, 2024, as amended by Amendment No. 1 on Form 10-K/A(2024 Form 10-K), as filed and updated in