CROSS COUNTRY HEALTHCARE INC

Cross Country Healthcare, Inc. competes in the U.S. temporary healthcare staffing and workforce solutions markets. Staffing Industry Analysts’ September 2025 report estimates the 2025 healthcare staffing markets had an aggregate market size of $39.4 billion ¹, of which $14.2 billion was travel nursing ², $4.5 billion was per diem nursing ³, $9.8 billion was allied health ⁴, and $9.6 billion was locum tenens and advanced practitioners ⁵. According to the Bureau of Labor Statistics 10-year projections (August 28, 2025), overall employment is expected to grow 3.1% annually ⁶, with the healthcare and social assistance sector having the largest growth of 8.4% annually ⁷. Within healthcare, healthcare support occupations and healthcare practitioners and technical occupations are projected to be among the fastest growing of all occupational groups, growing 12.4% ⁸ and 7.2% ⁹, respectively, from 2024 to 2034. Employment of registered nurses is projected to grow 5% ¹⁰, or 166,100 ¹¹, from 2024 to 2034, and the registered nurse workforce is expected to grow from 3.4 million in 2024 to 3.6 million in 2034 ¹². The Bureau of Labor Statistics also projects the need for an additional 189,100 new registered nurses each year, on average, through 2034 ¹³. According to the Association of American Medical Colleges’ (AAMC) “Addressing the Physician Workforce Shortage” (March 2024), the United States faces a projected physician shortage of up to 86,000 by 2036 ¹⁴. According to the U.S. Department of Education, National Center for Education Statistics projections, during 2025, the number of students ages three to twenty-one who received special education services under the Individuals with Disabilities Education Act (IDEA) was approximately 7.9 million ¹⁵, or approximately 15% of all public school students ¹⁶.

Staffing Industry Analysts recognized Cross Country Healthcare as a leading healthcare staffing firm in the U.S., with 3.0% market share in 2024 ¹⁷. The Company ranks as one of the largest firms in travel nurse staffing, per diem nurse staffing, allied healthcare staffing, and locum tenens. Some of the Company’s traditional competitors in the workforce solutions, healthcare staffing, and search businesses include: Aya Healthcare, Medical Solutions, AMN Healthcare Services, CHG Healthcare Services, Amergis, Jackson Healthcare, Ingenovis Health, Hallmark Healthcare Staffing, RightSourcing, American Healthcare Services Association, Favorite Staffing, GHR Healthcare, SimpliFi, and HealthTrust Workforce Solutions (HCA). The principal competitive factors in attracting, retaining, and expanding business with healthcare customers nationally include: understanding the customer’s environment; offering a comprehensive suite of services; partnering with customers to design various customizable alternative solutions; timely filling of customers’ needs; price; customer service; quality assurance and screening capabilities; risk management policies; insurance coverage; and general industry reputation.

Cross Country Healthcare is a healthcare workforce solutions company delivering an AI-powered digital platform and advisory services. The Company generates revenue primarily from temporary staffing services, which represent the majority of its revenues, recognized over time as services are provided based on hours worked by field staff. Revenue from temporary staffing is recognized at the contractual amount the Company has the right to invoice for services completed to date. The Company also offers other services including managed service programs (MSPs), vendor neutral programs, recruitment process outsourcing (RPO), project management, executive and contingent search, and other outsourcing and consultative services. The Company records revenue on a gross basis as a principal or on a net basis as an agent depending on the contracted arrangement. For MSP contracts, when a subcontracted healthcare professional is staffed, revenue is reported on a net basis representing the administrative fee. The Company’s varied customer base includes both public and private acute care and non-acute care hospitals, outpatient clinics, ambulatory care facilities, single and multi-specialty physician practices, rehabilitation facilities, PACE programs, urgent care centers, local and national healthcare systems, managed care providers, public and charter schools, correctional facilities, government facilities, pharmacies, and many other healthcare providers.

The Company operates through two reportable segments: Nurse and Allied Staffing and Physician Staffing. The Nurse and Allied Staffing segment provides traditional staffing, recruiting, and value-added total talent solutions, including temporary and permanent placement of travel and local nurse and allied professionals, and healthcare leaders; vendor neutral programs and managed service programs (MSPs); education healthcare services; caregiver services to PACE programs (home-based staffing); and outsourcing services. A majority of the Company’s revenue is generated from staffing registered nurses and allied professionals on travel contract assignments of varying lengths (typically, 13 weeks) at hospitals and health systems. The Physician Staffing segment provides licensed practitioners across a broad array of specialties, as well as certified registered nurse anesthetists (CRNAs), nurse practitioners (NPs), and physician assistants (PAs) on temporary assignments throughout the United States. For the year ended December 31, 2025, the Nurse and Allied Staffing segment represented approximately 82% of total revenue ¹⁸ and the Physician Staffing segment represented approximately 18% of total revenue ¹⁹. The Nurse and Allied Staffing segment generated revenue of $862.784 million ²⁰ and contribution income of $57.913 million ²¹ for the year ended December 31, 2025. The Physician Staffing segment generated revenue of $191.509 million ²² and contribution income of $16.236 million ²³ for the year ended December 31, 2025.

The Company’s workforce solutions include MSP, vendor neutral program, home-based staffing, education healthcare services, RPO services, project management, executive, interim leadership, and contingent search, and other services such as IRP Consulting & Development. Through its Intellify platform, the Company offers a cloud-based workforce management and vendor management system. The Company has converted close to 100% of its MSPs onto Intellify, its SaaS-based, proprietary, vendor management system. The Company also offers its vendor management technology, Intellify, to facilities to manage all or a portion of their agency services. The Company’s delivery brands include Cross Country Nurses, Cross Country Allied, Cross Country Local, formerly known as Cross Country Medical Staffing Network, Cross Country Search, Cross Country Locums, Cross Country Community Care, formerly known as Cross Country Workforce Solutions Group, Cross Country Education, and Intellify Talent Solutions.

On December 3, 2024, the Company entered into an Agreement and Plan of Merger (Aya Merger Agreement) with Aya Holdings II Inc. (Parent), providing for the acquisition of the Company by Parent. After market close on December 3, 2025, the Company received a notice of termination of the Aya Merger Agreement from Parent, effective December 4, 2025. In accordance with the terms of the Aya Merger Agreement, Parent paid a termination fee of $20.0 million ²⁴ in cash to the Company. Effective December 14, 2025, John A. Martins, the Company’s President and Chief Executive Officer (CEO), separated from the Company. Kevin C. Clark, the Company’s current Chairman of the Board, former CEO, and co-founder, was appointed President and CEO of the Company, effective December 15, 2025. During the year ended December 31, 2025, the Company repurchased and retired a total of 803,175 shares ²⁵ of common stock for $6.5 million ²⁶, at an average price of $8.10 per share ²⁷. As of December 31, 2025, the Company had $34.0 million ²⁸ remaining for share repurchase under the Repurchase Program. During the fourth quarter of 2025, the Company recorded a non-cash goodwill impairment charge of $77.9 million ²⁹ related to its Nurse and Allied and Physician Staffing segments. As a result of the cumulative losses, the Company recorded an additional valuation allowance of $29.6 million ³⁰ in the fourth quarter of 2025 on its deferred tax assets. During the fourth quarter of 2025, the Company recorded executive transition severance costs of $6.0 million ³¹ related to the former Chief Executive Officer's separation.

For the year ended December 31, 2025, consolidated revenue decreased 21.6% ³² year-over-year to $1.1 billion ³³, primarily due to volume declines in the Nurse and Allied Staffing and Physician Staffing segments. Net loss attributable to common stockholders for the year ended December 31, 2025 was $94.9 million ³⁴, as compared to net loss of $14.6 million ³⁵ for the year ended December 31, 2024. Cash and cash equivalents totaled $108.7 million ³⁶ as of December 31, 2025. Cash flow provided by operating activities for the year ended December 31, 2025 was $48.3 million ³⁷. As of December 31, 2025, there were no borrowings drawn under the ABL, and borrowing base availability under the ABL was $114.6 million ³⁸, with $96.3 million ³⁹ of availability net of $18.3 million ⁴⁰ of letters of credit.

The Company is continuing on a path of digital transformation and innovation across its business with investments in expanding its technology capabilities both on the customer facing and candidate engagement fronts. As part of its 2025 IT strategy, the Company continued to invest in technologies for both internal and externally facing systems, with a focus on utilizing artificial intelligence (AI) and other automation technologies. In 2025, the Company added innovative search and match capabilities for both its internal staff and its candidates. The Company also added capabilities to its Intellify platform to support its Education business. Areas of investment also include recruitment and candidate nurturing tools, market analytics, mobile applications and self-serve capabilities, programmatic advertising, social media, and other technology. The Company expects these initiatives to drive growth through better operational execution, enhanced productivity, and a world-class customer and candidate experience. The Company is committed to continuing to grow its base of clinicians on assignment and its market share while maintaining the quality that it is known for. The Company plans to continue to manage the business for long-term success and strategically position itself for future growth opportunities in the market.

The Company is focused on growing stockholder value by continuing to deepen its relationships with current customers and healthcare professionals, expanding the number and types of new customers it serves, growing the supply and types of specialties of its healthcare professionals, improving its operating leverage through growth and cost containment, and strengthening and broadening its market presence. This requires the Company’s continued focus on: providing workforce solutions offerings to new customers; expanding the services it provides to current customers, including usage of Intellify; further diversifying its customer base; accessing more candidates; and continuing to modernize technologies and processes to optimize its relationships with healthcare professionals and customers. The Company’s home-based staffing business saw continued growth, which was up 28.0% ⁴¹ over the prior year. The Company also continues to evaluate opportunities to acquire companies that would complement or enhance its business.

The filing does not contain specific margin or cost outlook targets for the upcoming period.

The Company manages its information systems with internal team members located both in the U.S. and in India. The Company maintains significant back-office operations in India through its Cross Country Infotech, Pvt. Ltd. (Infotech) subsidiary, which provides in-house information systems development and support services, as well as certain finance, accounting, and other administrative processing functions. As of December 31, 2025, the Company had approximately 1,106 corporate employees ⁴². During 2025, the Company employed an average of 6,784 full-time equivalent field employees in Nurse and Allied Staffing ⁴³, which does not include its Physician Staffing independent contractors. The Company is in the process of implementing a new enterprise-wide enterprise resource planning (ERP) system intended to modernize and integrate key operational and financial processes.

The filing does not specify R&D spending levels, capital expenditure plans, or dividend policy with exact figures for the upcoming period. As of December 31, 2025, the Company had $34.0 million ⁴⁴ remaining for share repurchase under the Repurchase Program, subject to certain conditions in the Loan Agreement. The Company entered into a new Rule 10b5-1 Repurchase Plan to allow for share repurchases during the Company's blackout periods, beginning on December 16, 2025 and effective through November 4, 2026 ⁴⁵.

The market remains highly competitive for both clients and candidates, especially within travel nurse and allied. The travel nurse segment is forecasted to contract for the third consecutive year before experiencing slight growth in 2026, although recovery will be slow with bill rates remaining under pressure. The Company faces challenges from competitors who may invest more aggressively in AI-enabled tools or develop and deploy advanced matching, credentialing, scheduling, or workforce optimization technologies faster than the Company does. The Company’s customers may terminate or not renew their contracts with 30 to 90 days’ notice, and the number of request for proposals (RFPs) appears to have increased. The Company continues to see its customers use intermediary organizations and an increase in the use of side-by-side managed service providers.

The Company’s operations and financial results may be affected by pandemics, epidemics, or other public health crises. Global economic conditions and the effect of economic pressures could lead to decreases in demand or pricing for the Company’s services. Uncertainties in global economic conditions that are beyond the Company’s control have in the past impacted its business and may in the future materially adversely affect its business, results of operations, financial condition, and stock price. These adverse economic conditions include economic downturns, inflation, recession, slow recovery or growth, new or increased tariffs and other taxes, changes to fiscal and monetary policy, higher interest rates, high unemployment, decreased consumer confidence in the economy, armed hostilities, foreign currency exchange rate fluctuations, conditions affecting the market for temporary staffing services, and other unexpected events, including public health crises.

The Company faces material risks from the highly competitive market for both clients and candidates, especially within travel nurse and allied, where competitors may invest more aggressively in AI-enabled tools or develop faster technologies, which could adversely affect the Company’s competitive position. The Company’s customers may terminate or not renew their contracts upon 30 to 90 days’ notice, and the number of RFPs appears to have increased, which could lead to loss of customers. The Company is subject to risks related to the reclassification of its locum tenens physicians, CRNAs, nurse practitioners, and other independent contractors as employees, which would have a material adverse impact on its business model for that segment and negatively impact profitability. The Company recorded a non-cash goodwill impairment charge of $77.9 million ⁴⁶ in the fourth quarter of 2025, triggered by the decline in the Company's equity market capitalization, and further declines could result in additional impairment charges. The Company also faces risks from the California Department of Social Services determination that its operations require licensure, which could impose material costs, create operational uncertainty, or negatively affect its ability to serve PACE programs in California.

Management’s message emphasizes the Company’s position as a healthcare workforce solutions company delivering an AI-powered digital platform and advisory services, backed by nearly 40 years of healthcare labor expertise. The Company is continuing on a path of digital transformation and innovation across its business with investments in expanding its technology capabilities. Key strategic priorities include: providing workforce solutions offerings to new customers; expanding the services provided to current customers, including usage of Intellify; further diversifying the customer base; accessing more candidates; and continuing to modernize technologies and processes to optimize relationships with healthcare professionals and customers. Management also emphasizes growing stockholder value by deepening relationships with current customers and healthcare professionals, expanding the number and types of new customers served, growing the supply and types of specialties of healthcare professionals, improving operating leverage through growth and cost containment, and strengthening and broadening market presence. The Company plans to continue to manage the business for long-term success and strategically position itself for future growth opportunities in the market.