Ellington Credit Co Files 8-K for Material Agreement
Ticker: EARN · Form: 8-K · Filed: Feb 12, 2025 · CIK: 1560672
Sentiment: neutral
Topics: material-agreement, 8-K, financial-reporting
TL;DR
Ellington Credit Co just filed an 8-K for a new material agreement - big moves ahead?
AI Summary
Ellington Credit Company filed an 8-K on February 12, 2025, reporting a material definitive agreement entered into on February 11, 2025. The filing also includes financial statements and exhibits. The company, formerly known as Ellington Residential Mortgage REIT, is incorporated in Maryland and headquartered in Old Greenwich, CT.
Why It Matters
This 8-K filing indicates a significant new agreement for Ellington Credit Company, which could impact its financial operations and strategic direction.
Risk Assessment
Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's financial performance and stock price.
Key Numbers
- 001-35896 — SEC File Number (Identifies the company's filings 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
- Old Greenwich, CT (location) — Principal executive offices
- February 11, 2025 (date) — Date of earliest event reported
- February 12, 2025 (date) — Date of report
FAQ
What is the nature of the material definitive agreement filed on February 11, 2025?
The filing indicates the entry into a material definitive agreement on February 11, 2025, but the specific details of the agreement are not provided in this summary.
When was this 8-K report filed?
This 8-K report was filed on February 12, 2025.
What was Ellington Credit Company's former name?
The company's former name was Ellington Residential Mortgage REIT.
In which state is Ellington Credit Company incorporated?
Ellington Credit Company is incorporated in Maryland.
Where are Ellington Credit Company's principal executive offices located?
The principal executive offices are located at 53 Forest Avenue, Old Greenwich, CT 06870.
Filing Stats: 1,040 words · 4 min read · ~3 pages · Grade level 12.2 · Accepted 2025-02-11 20:52:28
Key Financial Figures
- $0.01 — Common Shares of Beneficial Interest, $0.01 par value per share EARN The New York
- $190.0 million — ximum aggregate offering price of up to $190.0 million (the "Shares") are available for sale f
- $125.4 million — gate gross sales price of approximately $125.4 million sold by the Company prior to 4:00 p.m.
Filing Documents
- earn-20250211.htm (8-K) — 30KB
- exhibit11-formofequitydist.htm (EX-1.1) — 16KB
- exhibit51-opinionofvenable.htm (EX-5.1) — 18KB
- 0001560672-25-000020.txt ( ) — 195KB
- earn-20250211.xsd (EX-101.SCH) — 2KB
- earn-20250211_lab.xml (EX-101.LAB) — 22KB
- earn-20250211_pre.xml (EX-101.PRE) — 13KB
- earn-20250211_htm.xml (XML) — 3KB
01. Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement. On February 11, 2025, Ellington Credit Company (the "Company") and Ellington Credit Company Management LLC, the Company's manager, entered into further amendments (the "Amendment") to each of the equity distribution agreements, originally dated as of November 14, 2023 and amended on April 3, 2024 and January 13, 2025, 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, with the Amendment, the "Sales Agreements"). The Amendment increases the maximum aggregate offering price of the common shares that may be offered and sold from time to time by the Company pursuant to the Sales Agreements. In accordance with the terms of the Sales Agreements, common shares having a maximum aggregate offering price of up to $190.0 million (the "Shares") are available for sale from time to time by the Company through the Agents, which includes, for the avoidance of doubt, the Shares having an aggregate gross sales price of approximately $125.4 million sold by the Company prior to 4:00 p.m. (eastern time) on February 11, 2025. The Shares would be issued pursuant to the Company's Registration Statement on Form S-3 (File No. 333-275162). The Company has filed a prospectus supplement, dated February 11, 2025, to the prospectus, dated November 7, 2023, with the Securities and Exchange Commission (the "SEC") in connection with the offer and sale of the Shares from time to time in the future. 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 directly on the New York Stock
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 5.1 Opinion of Venable LLP as to the legality of the common shares 23.1 Consent of Venable LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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: February 11, 2025 By: /s/ Christopher Smernoff Christopher Smernoff Chief Financial Officer 3