Ellington Credit Company
10/27/2026 | Press release | Distributed by Public on 10/27/2026 06:35
Material Agreement (Form 8-K)
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.
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