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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): January 17, 2025
Ellington Credit Company
(Exact name of registrant specified in its charter)
Maryland001-3589646-0687599
(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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Shares of Beneficial Interest, $0.01 par value per share
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 3.03. Material Modification to Rights of Security Holders.
The information contained under the header "Redemption of Series A Preferred Shares" in Item 8.01 of this Current Report is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 17, 2025, Ellington Credit Company (the “Company”) held a special meeting of shareholders (the "Special Meeting"). Proxies for the Special Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended. The final voting results for each of the matters submitted to a vote of the shareholders at the Special Meeting are set forth below. Proposal 1, Proposal 2 and Proposal 3 are collectively referred to herein as the "Conversion Proposals."
Proposal 1: Approval of a Change in the Company's legal form from a Maryland real estate investment trust to a Delaware statutory trust
Votes on a proposal to approve a change in the Company’s legal form from a Maryland real estate investment trust to a Delaware statutory trust were as follows:
ForAgainstAbstentionsBroker Non-Votes
32,900,2661,233,833177,23810,329,806
Proposal 2: Approval of the Company's new Delaware Amended and Restated Declaration of Trust
Votes on a proposal to approve the Company's new Delaware Amended and Restated Declaration of Trust were as follows:
ForAgainstAbstentionsBroker Non-Votes
32,950,5761,162,512198,24910,329,806
Proposal 3: Approval of an Investment Advisory Agreement with Ellington Credit Company Management LLC, the Company's External Manager, which would replace the Company's Existing Management Agreement
Votes on a proposal to approve an Investment Advisory Agreement with Ellington Credit Company Management LLC, the Company's External Manager, which would replace the Company's Existing Management Agreement, were as follows:
ForAgainstAbstentionsBroker Non-Votes
32,676,0061,433,619201,71210,329,806
Proposal 4: Ratification of the Appointment of the Company's Independent Registered Public Accountants
Votes regarding the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for all fiscal periods during 2025 up to and including the earlier of: (i) June 30, 2025, or (ii) upon the passage of the Conversion Proposals, the day immediately preceding the effective date of the Conversion, were as follows:
ForAgainstAbstentionsBroker Non-Votes
19,126,339224,006290,798*
* No broker non-votes arose in connection with this proposal due to the fact that the proposal was considered “routine” under New York Stock Exchange Rules.

All of the proposals, including each of the Conversion Proposals, presented at the Special Meeting received the requisite shareholder votes for the adoption of such proposals.

Item 8.01. Other Events.
Redemption of Series A Preferred Shares
As previously announced, the Company entered into a Subscription and Investment Representation Agreement with Ellington Credit Company Management LLC, the Company's external manager (the “Purchaser”), pursuant to which the Company issued and sold one thousand (1,000) Series A Preferred Shares, par value $0.01 per share (the “Series A Preferred Shares”), to the Purchaser for an aggregate purchase price of $1,000.
Following the conclusion of the Special Meeting, where shareholders of the Company approved each of the Conversion Proposals, all of the outstanding Series A Preferred Shares were redeemed, in accordance with their terms.


Press Release
Additionally, on January 21, 2025, the Company issued a press release announcing the results of the special meeting and other related information. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report and is incorporated into this Item 8.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed with this Current Report.
99.1
104Cover 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 RESIDENTIAL MORTGAGE REIT
Dated:January 21, 2025By:/s/ Christopher Smernoff
Christopher Smernoff
Chief Financial Officer


Exhibit 99.1
ELLINGTON CREDIT ANNOUNCES SHAREHOLDER APPROVAL OF CONVERSION TO CLO CLOSED-END FUND
—Conversion to be Completed in the Near Future—
OLD GREENWICH, CONNECTICUT, January 21, 2025—Ellington Credit Company (the “Company” or “we”) (NYSE: EARN) announced today that it has received shareholder approval, at a special meeting of shareholders (the “Special Meeting”), for the Company’s conversion (the “Conversion”) to a Delaware registered closed-end fund. The converted entity will focus on corporate CLO investments and will be treated as a regulated investment company (“RIC”) under the Internal Revenue Code. The Conversion is anticipated to become effective in the near future, and will be accompanied by a separate press release.
Over 93% of the votes cast at the Special Meeting were in favor of the Conversion, and excluding abstentions, over 95% of such votes were cast in favor. The holder of the Company’s Series A Preferred Shares (the “Preferred Shares”) cast its votes in proportion to those cast by common shareholders, as required. The Preferred Shares were automatically redeemed following the vote.
Laurence Penn, Chief Executive Officer and President, commented:
“I would like to thank our shareholders for their overwhelming support throughout this conversion process. We believe that completing our strategic transformation will greatly enhance our ability to deliver strong earnings and unlock additional value for our shareholders moving forward.”
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical in nature and can be identified by words such as "anticipate," "estimate," "will," "should," "may," "expect," "project," "believe," "intend," "seek," "plan" and similar expressions or their negative forms, or by references to strategy, plans, or intentions. Forward-looking statements are based on our beliefs, assumptions and expectations of our future operations, business strategies, performance, financial condition, liquidity and prospects, taking into account information currently available to us. These beliefs, assumptions, and expectations are subject to numerous risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations and strategies may vary materially from those expressed or implied in our forward-looking statements. The following factors are examples of those that could cause actual results to vary from those stated or implied by our forward-looking statements: changes in interest rates and the market value of our investments, market volatility, changes in the default rates on corporate loans, our ability to borrow to finance our assets, changes in government regulations affecting our business, our ability to maintain our exclusion from registration under the Investment Company Act of 1940, our ability to pivot our investment strategy to focus on collateralized loan obligations ("CLOs"), a deterioration in the CLO market, our ability to utilize our net operating loss carryforwards, our ability to convert to a closed end fund/RIC, and other changes in market conditions and economic trends, such as changes to fiscal or monetary policy, heightened inflation, slower growth or recession, and currency fluctuations. Furthermore, as stated above, forward-looking statements are subject to numerous risks and uncertainties, including, among other things, those described under Item 1A of our Annual Report on Form 10-K, which can be accessed through the link to our SEC filings under "For Investors" on our website (at www.ellingtoncredit.com) or at the SEC's website (www.sec.gov). Other risks, uncertainties, and factors that could cause actual results to differ materially from those projected or implied may be described from time to time in reports we file with the SEC, including reports on Forms 10-Q, 10-K and 8-K. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
This release and the information contained herein do not constitute an offer of any securities or solicitation of an offer to purchase securities.
About Ellington Credit Company
Ellington Credit Company, formerly known as Ellington Residential Mortgage REIT, was initially formed as a real estate investment trust ("REIT") that invested primarily in residential mortgage-backed securities ("MBS"). On March 29, 2024, the Company’s Board of Trustees approved a strategic transformation of its investment strategy to focus on corporate CLOs, with an emphasis on mezzanine debt and equity tranches. In connection with this transformation, the Company revoked its election to be taxed as a REIT effective January 1, 2024, and rebranded to Ellington Credit Company. The Company intends to convert to a closed-end fund and complete its transition from an MBS-focused company to a CLO-focused company.
Ellington Credit Company is externally managed and advised by Ellington Credit Company Management LLC, an affiliate of Ellington Management Group, L.L.C.
1

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


2
v3.24.4
Cover
Jan. 17, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jan. 17, 2025
Entity Registrant Name Ellington Credit Company
Entity Incorporation, State or Country Code MD
Entity File Number 001-35896
Entity Tax Identification Number 46-0687599
Entity Address, Address Line One 53 Forest Avenue
Entity Address, City or Town Old Greenwich
Entity Address, State or Province CT
Entity Address, Postal Zip Code 06870
City Area Code 203
Local Phone Number 698-1200
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Shares of Beneficial Interest, $0.01 par value per share
Trading Symbol EARN
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001560672
Amendment Flag false
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