Ellington Credit signs share sale deal for up to $125M

The Fund intends to use any net proceeds for general corporate purposes, including investments, and agents may receive commissions of up to 2.0% of gross sales price.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

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Form Type

8-K

Rhea-AI Filing Summary

Ellington Credit Company entered an equity distribution agreement that permits, but does not obligate, it to issue and sell up to $125,000,000 in aggregate offering price of common shares through Citizens JMP Securities, LLC, B. Riley Securities, Inc., Lucid Capital Markets, LLC, and Armstrong Securities LLC, acting as agents and/or principals. Sales may be made in an at-the-market offering on the New York Stock Exchange or another exchange, through a market maker, or at negotiated prices. The Fund intends to use net proceeds for general corporate purposes, including investments consistent with its investment objectives and strategies. The agents may receive commissions of up to 2.0% of the gross sales price of shares sold through them.

Filing Explained

The registration statement became effective October 21, 2026, enabling potential sales under the agreement; if common shares are issued, existing holders’ percentage ownership falls, though the agreement does not require a sale.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Maximum aggregate offering price: Up to $125,000,000 Agent commission: Up to 2.0% of gross sales price Notes coupon and maturity: 8.50%; due 2031

3 metrics

Maximum aggregate offering price Up to $125,000,000 Common shares the Fund may issue and sell under the agreement

Agent commission Up to 2.0% of gross sales price Common shares sold through the agents under the agreement

Notes coupon and maturity 8.50%; due 2031 Notes listed among the Fund's securities registered pursuant to Section 12(b)

Key Terms

at the market offering, aggregate offering price, prospectus supplement, net proceeds

4 terms

at the market offering regulatory

"deemed to be an “at the market offering”"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

aggregate offering price financial

"up to $125,000,000 in aggregate offering price"

The aggregate offering price is the total dollar amount that will be raised if all the securities in an offering are sold at the stated offering price, before fees or expenses are taken out. Investors use it to gauge the size of the fundraising and its potential effects—such as how much cash the company will get and how much existing ownership might be reduced—similar to totaling every item’s price in a shopping cart to see the full bill.

prospectus supplement regulatory

"prospectus supplement, dated October 23, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

net proceeds financial

"use any net proceeds from sales of Common Shares"

The amount of money a company actually keeps from a sale or fundraising after paying all direct costs and fees, similar to take-home pay after taxes and deductions. Investors care because net proceeds determine how much cash is available for things that affect value—paying debt, funding projects, buying assets, or returning money to shareholders—so it influences future growth potential and financial health.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much can EARN sell under its equity distribution agreement?

Ellington Credit Company may, but is not obligated to, sell up to $125,000,000 in aggregate offering price of common shares through the agents.

How may EARN shares be sold, and what commission may the agents receive?

Sales may be made in an at-the-market offering, including on or through an exchange, through a market maker other than on an exchange, or at prevailing market prices, prices related to prevailing market prices, or negotiated prices. Agents may receive commissions of up to 2.0% of the gross sales price of shares sold through them.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/27/2026 - 08:35 AM EDT Accepted by SEC EDGAR 10/27/2026 - 08:35 AM EDT

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): October 23, 2026

Ellington Credit Company

(Exact name of registrant specified in its charter)

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)


☐			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))


☐			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

8.50% Notes due 2031

ELLA

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 October 23, 2026, Ellington Credit Company (the “Fund”) entered into an equity distribution agreement, dated as of October 23, 2026 (the “Equity Distribution Agreement”), by and among the Fund, Ellington Credit Company Management LLC, the Fund's investment adviser (the “Adviser”), Ellington Credit Company Administration LLC, the Fund's administrator (the “Administrator”), and each of Citizens JMP Securities, LLC, B. Riley Securities, Inc., Lucid Capital Markets, LLC, and Armstrong Securities LLC (each, an “Agent” and, collectively, the “Agents”), as agents and/or principals thereunder. Under the Equity Distribution Agreement, the Fund may, but has no obligation to, issue and sell, from time to time, up to $125,000,000 in aggregate offering price of its common shares of beneficial interest, no par value (the “Common Shares”) through the Agents.

The Common Shares, if any, will be offered and sold pursuant to the Fund’s registration statement on Form N-2 (File Nos. 333-298702 and 811-24071) (the “Registration Statement”), initially filed by the Fund on September 1, 2026, as amended by a pre-effective amendment dated October 19, 2026, and declared effective by the Securities and Exchange Commission on October 21, 2026, the prospectus, dated October 19, 2026, contained in the Registration Statement, and the prospectus supplement, dated October 23, 2026. Sales of Common Shares, if any, may be made by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the New York Stock Exchange or another securities exchange, through a market maker other than on an exchange, at prevailing market prices, at prices related to prevailing market prices or at negotiated prices. The Fund intends to use any net proceeds from sales of Common Shares for general corporate purposes, including to acquire investments in accordance with its investment objectives and strategies.

Under the terms of the Equity Distribution Agreement, the Agents will receive commissions from the Fund of up to 2.0% of the gross sales price of any Common Shares sold through such Agents under the Equity Distribution Agreement. The Equity Distribution Agreement contains customary representations, warranties, covenants, indemnification obligations of the Fund and the Agents, including for liabilities under the Securities Act, and other obligations of the parties. The representations, warranties and covenants contained in the Equity Distribution Agreement were made only for purposes of such agreement, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The foregoing description of the Equity Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the Equity Distribution Agreement, a copy of which is filed as Exhibit 1.1 hereto.

Dechert LLP, counsel to the Fund, has issued a legal opinion relating to the legality of the issuance and the sale of the Common Shares. A copy of such legal opinion is attached as Exhibit 5.1 hereto.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Common Shares under the Equity Distribution Agreement nor shall there be any sale of such Common Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

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 Equity Distribution Agreement, dated as of October 23, 2026, by and among Ellington Credit Company, Ellington Credit Company Management LLC, Ellington Credit Company Administration LLC, Citizens JMP Securities, LLC, B. Riley Securities, Inc., Lucid Capital Markets, LLC, and Armstrong Securities LLC

5.1 Opinion of Dechert LLP as to the legality of the Common Shares

21.1 Consent of Dechert LLP (included in Exhibit 5.1)

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:	October 27, 2026	By:	/s/ Christopher Smernoff
			Christopher Smernoff
			Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Ellington Credit signs share sale deal for up to $125M

Rhea-AI Filing Summary