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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 25, 2026
Ellington Credit Company
(Exact name of registrant specified in its charter)
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| Delaware | | 811-24071 | | 46-0687599 |
| (State or Other Jurisdiction Of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
53 Forest Avenue
Old Greenwich, CT 06870
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (203) 698-1200
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | | | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
| Common Shares of Beneficial Interest, no par value | | EARN | | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On March 25, 2026 (the "Effective Date", Ellington Credit Company (the “Fund”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Fund, Ellington Credit Company Management LLC, Ellington Credit Company Administration LLC and Piper Sandler & Co., as representative of the several underwriters named therein (the “Underwriters”), in connection with the issuance and sale by the Fund of $50 million aggregate principal amount of the Fund's 8.50% notes due 2031 (the “2031 Notes”). The closing of the offering is expected to occur on March 30, 2026, subject to customary closing conditions. Pursuant to the Underwriting Agreement, the Fund has also granted the Underwriters an option to purchase up to an additional $7.5 million aggregate principal amount of the 2031 Notes within 30 days of the Effective Date. The Fund expects to use the net proceeds from this offering for general corporate purposes, including (i) funding purchases of additional assets in accordance with the Fund’s investment objectives and strategies and (ii) repaying short-term borrowings under reverse repurchase agreements, which the Fund uses to finance many of its investments.
The 2031 Notes are expected to be listed on the New York Stock Exchange within 30 days of the Effective Date and to trade under the trading symbol “ELLA”.
The offering was registered pursuant to a registration statement on Form N-2 (File No. 333-291525), which was declared effective by the United States Securities and Exchange Commission on March 24, 2026. The Underwriting Agreement contains customary representations and warranties, agreements and obligations, and the Fund also agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On March 25, 2026, the Fund issued a press release announcing the proposed public offering of the 2031 Notes and a press release for the subsequent pricing of the offering of the 2031 Notes.
Copies of the press releases are filed herewith as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated by reference herein.
The information included in this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is being furnished herewith this Current Report on Form 8-K.
1.1 Underwriting Agreement, dated March 25, 2026, by and among the Fund, Ellington Credit Company Management LLC, Ellington Credit Company Administration LLC and Piper Sandler & Co., as representative of the several underwriters named in Schedule I attached thereto
99.1 Press Release dated March 25, 2026
99.2 Press Release dated March 25, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: | March 26, 2026 | By: | /s/ Christopher Smernoff |
| | | Christopher Smernoff |
| | | Chief Financial Officer |
Ellington Credit Company Announces Offering of Unsecured Notes
OLD GREENWICH, Conn., March 25, 2026—Ellington Credit Company (NYSE: EARN) (the "Fund") today announced the commencement of an underwritten public offering of unsecured notes due 2031 (the “2031 Notes”). The public offering price, interest rate, and other terms will be determined through negotiations between the Fund and the underwriters. The 2031 Notes have been rated ‘BBB’ by Egan-Jones Ratings Company, an independent rating agency unaffiliated with the Fund. The Fund intends to grant the underwriters a 30-day option to purchase additional 2031 Notes at the same price and on the same terms and conditions to cover overallotments, if any. The Fund expects to use the net proceeds from the offering for general corporate purposes, including (i) funding purchases of additional assets in accordance with the Fund’s investment objectives and strategies and (ii) repaying short-term borrowings under reverse repurchase agreements, which the Fund uses to finance many of its investments.
The 2031 Notes are expected to be listed on the New York Stock Exchange and to trade thereon within 30 days of the original issue date under the ticker symbol “ELLA”.
Piper Sandler & Co. is acting as the lead book-running manager for the offering. Lucid Capital Markets LLC and A.G.P./Alliance Global Partners are acting as joint book-running managers; B. Riley Securities, Inc., Clear Street LLC and Muriel Siebert & Co., LLC are acting as lead managers; and Wedbush Securities Inc. is acting as co-manager for this offering.
Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The preliminary prospectus dated March 23, 2026, which has been filed with the Securities and Exchange Commission (“SEC”), contains this and other information about the Fund and should be read carefully before investing. The information in the preliminary prospectus and this press release is not complete and may be changed. The preliminary prospectus and this press release are not offers to sell these securities and are not soliciting an offer to buy these securities in any state where such offer or sale is not permitted.
A registration statement relating to these securities has been declared effective by the SEC. The offering may be made only by means of a prospectus, a copy of which may be obtained by writing Piper Sandler & Co. at 1251 Avenue of the Americas, 6th Floor, New York, NY 10020, by sending an e-mail to: FSG-dcm@psc.com; Lucid Capital Markets, LLC at 570 Lexington Ave., 40th Floor, New York, NY 10022, by sending an e-mail to: prospectus@lucid.com; or A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, by sending an email to prospectus@allianceg.com; a copy may also be obtained for free by visiting EDGAR on the SEC’s website at http://www.sec.gov.
Egan-Jones Ratings Company is a nationally recognized statistical rating organization (NRSRO). A security rating is not a recommendation to buy, sell or hold securities, and any such rating may be subject to revision or withdrawal at any time by the applicable rating agency.
About Ellington Credit Company
Ellington Credit Company (the "Fund") is a non-diversified closed-end fund that seeks to provide attractive current yields and risk-adjusted total returns by investing primarily in corporate collateralized loan obligations ("CLOs"), with a focus on mezzanine debt and equity tranches. The Fund is externally managed and advised by an affiliate of Ellington Management Group, L.L.C., a leading fixed-income investment manager founded in 1994. The Fund benefits from Ellington’s extensive experience and deep expertise in portfolio management, credit analysis, and risk management.
Forward-Looking Statements
This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described in the prospectus and the Fund’s other filings with the SEC. The Fund undertakes no duty to update any forward-looking statement made herein, whether as a result of new information, future events, or otherwise. All forward-looking statements speak only as of the date of this press release.
Contacts
Investors:
Ellington Credit Company
Investor Relations
(203) 409-3773
info@ellingtoncredit.com
or
Media:
Amanda Shpiner/Grace Cartwright
Gasthalter & Co.
for Ellington Credit Company
(212) 257-4170
Ellington@gasthalter.com
Ellington Credit Company Prices Offering of Unsecured Notes
OLD GREENWICH, Conn., March 25, 2026—Ellington Credit Company (NYSE: EARN) (the “Fund”) today announced the pricing of an underwritten public offering of $50 million aggregate principal amount of 8.50% notes due 2031 (the “2031 Notes”). The 2031 Notes will mature on March 30, 2031, and may be redeemed in whole or in part at the Fund’s option on or after March 30, 2028.
The 2031 Notes have been rated ‘BBB’ by Egan-Jones Ratings Company, an independent rating agency unaffiliated with the Fund. The Fund has granted the underwriters a 30-day option to purchase up to an additional $7.5 million aggregate principal amount of 2031 Notes at the same price and on the same terms and conditions to cover over allotments, if any. The Fund expects to use the net proceeds from the offering for general corporate purposes, including (i) funding purchases of additional assets in accordance with the Fund’s investment objectives and strategies, and (ii) repaying short-term borrowings under reverse repurchase agreements, which the Fund uses to finance many of its investments.
The offering is expected to close on March 30, 2026, subject to customary closing conditions. The Fund intends to list the 2031 Notes on the New York Stock Exchange under the symbol “ELLA”.
Piper Sandler & Co. is acting as the lead book-running manager for the offering. Lucid Capital Markets LLC and A.G.P./Alliance Global Partners are acting as joint book-running managers and B. Riley Securities, Inc., Clear Street LLC and Muriel Siebert & Co., LLC are acting as lead managers for this offering.
Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The preliminary prospectus dated March 23, 2026, which has been filed with the Securities and Exchange Commission (“SEC”), contains this and other information about the Fund and should be read carefully before investing. The information in the preliminary prospectus and this press release is not complete and may be changed. The preliminary prospectus and this press release are not offers to sell these securities and are not soliciting an offer to buy these securities in any state where such offer or sale is not permitted.
A registration statement relating to these securities is on file with and has been declared effective by the SEC. The offering may be made only by means of a prospectus, a copy of which may be obtained by writing Piper Sandler & Co. at 1251 Avenue of the Americas, 6th Floor, New York, NY 10020, by sending an e-mail to: FSG-dcm@psc.com; Lucid Capital Markets, LLC at 570 Lexington Ave., 40th Floor, New York, NY 10022, by sending an e-mail to: prospectus@lucid.com; or A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, by sending email to prospectus@allianceg.com; a copy may also be obtained for free by visiting EDGAR on the SEC’s website at http://www.sec.gov.
Egan-Jones Ratings Company is a nationally recognized statistical rating organization (NRSRO). A security rating is not a recommendation to buy, sell or hold securities, and any such rating may be subject to revision or withdrawal at any time by the applicable rating agency.
About Ellington Credit Company
Ellington Credit Company (the "Fund") is a non-diversified closed-end fund that seeks to provide attractive current yields and risk-adjusted total returns by investing primarily in corporate collateralized loan obligations ("CLOs"), with a focus on mezzanine debt and equity tranches. The Fund is externally managed and advised by an affiliate of Ellington Management Group, L.L.C., a leading fixed-income investment manager founded in 1994. The Fund benefits from Ellington’s extensive experience and deep expertise in portfolio management, credit analysis, and risk management.
Forward-Looking Statements
This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described in the prospectus and the Fund’s other filings with the SEC. The Fund undertakes no duty to update any forward-looking statement made herein, whether as a result of new information, future events, or otherwise. All forward-looking statements speak only as of the date of this press release.
Contacts
Investors:
Ellington Credit Company
Investor Relations
(203) 409-3773
info@ellingtoncredit.com
or
Media:
Amanda Shpiner/Grace Cartwright
Gasthalter & Co.
for Ellington Credit Company
(212) 257-4170
Ellington@gasthalter.com
