Ellington Residential Mortgage REIT Enters Material Definitive Agreement

TL;DR

EARN signed a big deal, details TBD.

AI Summary

Ellington Residential Mortgage REIT (EARN) announced on April 3, 2024, that it entered into a material definitive agreement. The filing does not disclose specific details of the agreement or any associated financial figures.

Why It Matters

This filing indicates a significant new contract or partnership for Ellington Residential Mortgage REIT, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing regarding the material definitive agreement introduces uncertainty about its potential impact on the company.

Key Players & Entities

• Ellington Residential Mortgage REIT (company) — Registrant
• EARN (company) — Ticker Symbol
• April 3, 2024 (date) — Date of earliest event reported
• 53 Forest Avenue Old Greenwich, CT 06870 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — Common Shares of Beneficial Interest, $0.01 par value per share EARN The New York
• $78.4 million — ximum aggregate offering price of up to $78.4 million (the "Shares") remain available for sal

Filing Documents

• earn-20240403.htm (8-K) — 29KB
• exhibit11formofequitydistr.htm (EX-1.1) — 18KB
• 0001560672-24-000024.txt ( ) — 172KB
• earn-20240403.xsd (EX-101.SCH) — 2KB
• earn-20240403_lab.xml (EX-101.LAB) — 21KB
• earn-20240403_pre.xml (EX-101.PRE) — 12KB
• earn-20240403_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On April 3, 2024, Ellington Residential Mortgage REIT (the "Company") and Ellington Residential Mortgage Management LLC, the Company's manager, entered into amendments (the "Amendments") to each of the equity distribution agreements, dated as of November 14, 2023, by and among the Company and the Manager, on the one hand, and each of Citizens JMP Securities, LLC, Ladenburg Thalmann & Co. Inc., B. Riley Securities, Inc. and Armstrong Securities LLC (each, an "Agent" and, collectively, the "Agents"), respectively, on the other hand (prior to the Amendment, the "Existing Sales Agreements" and, as amended, the "Sales Agreements"). The Amendments modify the Existing Sales Agreement to amend certain representations and warranties and covenants in the Existing Sales Agreements as a result of the Company's recent announcement that its Board of Trustee's has approved a strategic transformation of the Company's investment strategy to focus on corporate collateralized loan obligations, and in connection therewith, the revocation of the Company's election to be taxed as a real estate investment trust for U.S. federal income tax purposes and, further, that, subject to obtaining shareholder approval of certain matters, the Company intends to convert, later this year, to a closed end fund registered under the Investment Company Act of 1940, as amended, that would be treated as a regulated investment company under the Internal Revenue Code of 1986, as amended. In accordance with the terms of the Sales Agreements, common shares having a maximum aggregate offering price of up to $78.4 million (the "Shares") remain available for sale from time to time by the Company through the Agents. Pursuant to the Sales Agreements, the Shares may be offered and sold through the Agents in transactions that are deemed to be "at the market" offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made direc

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibits are being filed with this Current Report on Form 8-K. 1.1 Form of Equity Distribution Agreement Amendment 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ELLINGTON RESIDENTIAL MORTGAGE REIT Dated: April 4, 2024 By: /s/ Christopher Smernoff Christopher Smernoff Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR