Ellington Credit Co Files 8-K on Agreements and Rights

TL;DR

Ellington Credit Co filed an 8-K, expect updates on material agreements and security holder rights.

AI Summary

Ellington Credit Company filed an 8-K on April 23, 2024, reporting on a material definitive agreement and modifications to security holder rights. The filing also included amendments to its articles of incorporation or bylaws and a Regulation FD disclosure. Specific details regarding the agreement, modifications, or amendments were not provided in the excerpt.

Why It Matters

This filing indicates significant corporate actions by Ellington Credit Company, potentially impacting its structure, operations, or shareholder rights.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and modifications to security holder rights, which could carry significant implications.

Key Numbers

• 001-35896 — SEC File Number (Identifies the company's filing with the SEC.)
• 46-0687599 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Ellington Credit Company (company) — Registrant
• Ellington Residential Mortgage REIT (company) — Former Company Name
• Maryland (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.01 — Common Shares of Beneficial Interest, $0.01 par value per share EARN The New York
• $40 — Preferred Share for a purchase price of $40.00, subject to adjustment in accordance

Filing Documents

• earn-20240422.htm (8-K) — 44KB
• exhibit31-articlesofamendm.htm (EX-3.1) — 40KB
• exhibit41-rightsplan.htm (EX-4.1) — 347KB
• exhibit991-rightsplanpress.htm (EX-99.1) — 14KB
• 0001560672-24-000036.txt ( ) — 650KB
• earn-20240422.xsd (EX-101.SCH) — 2KB
• earn-20240422_lab.xml (EX-101.LAB) — 22KB
• earn-20240422_pre.xml (EX-101.PRE) — 13KB
• earn-20240422_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. The information contained in Item 3.03 of this Current Report, including the Rights Plan (as defined below) filed hereto as Exhibit 4.1, is incorporated into this Item 1.01 by reference.

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. On April 22, 2024, the Board of Trustees (the "Board") of Ellington Credit Company, a Maryland real estate investment trust (the "Company"), approved the Company's entry into a rights plan and authorized a dividend of one preferred share purchase right ("Right") for each of the Company's outstanding common shares of beneficial interest, $0.01 par value per share (a "Common Share"). The dividend is payable to shareholders of record as of the close of business on April 23, 2024. The description and terms of the Rights are set forth in the Rights Agreement, dated April 23, 2024, by and between the Company and Equiniti Trust Company, LLC, as Rights Agent (the "Rights Plan"). The Board adopted the Rights Plan in an effort to protect against a possible limitation on the Company's ability to use its net operating loss carryforwards ("NOLs"), net capital loss carryforwards ("NCLs") and built-in losses under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, which may be used to reduce potential future federal income tax obligations. The Company's ability to use its NOLs, NCLs and built-in losses would be limited if there was an "ownership change" under Section 382 of the Internal Revenue Code. This would occur if shareholders owning (or deemed under Section 382 to own) 5% or more of the Company's shares increase their collective ownership of the aggregate amount of outstanding shares of the Company by more than 50 percentage points over a defined period of time. The Rights Plan was adopted to reduce the likelihood of an "ownership change" occurring as defined by Section 382. The Rights Plan is intended to act as a deterrent to any person or group acquiring 4.9% or more of the Company's outstanding Common Shares (an "Acquiring Person") without the approval of the Board. Shareholders who own 4.9% or more of the outstanding Common Shares as of the close of business on April 23, 2024 will not

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the Company's entry into the Rights Agreement referenced in Item 1.01 and Item 3.03 of this Current Report, on April 23, 2024, the Company filed Articles Supplementary (the "Articles Supplementary") classifying and designating the Series A Junior Preferred Shares of Beneficial Interest of the Company with the State Department of Assessments and Taxation of Maryland, which Articles Supplementary became effect on April 23, 2024. A copy of the Articles Supplementary is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference. The information set forth above under Item 3.03 is incorporated herein by reference.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On April 23, 2024, the Company issued a press release announcing that it has adopted the Rights Plan. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference. 3

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. 3.1 Articles Supplementary, dated April 2 3 , 2024, to the Company's Declaration of Trust creating a new series of Preferred Shares designated as Series A Junior Preferred Shares. 4.1 Rights Agreement, dated as of April 23 , 2024, by and between Ellington Credit Company and Equiniti Trust Company , LLC, as rights agent. 99.1 Press Release, dated April 23 , 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ELLINGTON CREDIT COMPANY Dated: April 23, 2024 By: /s/ Christopher Smernoff Christopher Smernoff Chief Financial Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR