Ellington Credit Co美股招股说明书(2025-02-12版)

Up to $60,000,000 Common Shares We have entered into a third amendment (“Amendment No. 3”) to each of the separate equity distributionagreements, dated November 14, 2023 (the “original equity distribution agreements”), each as amended by thatcertain Amendment No. 1 to the original equity distribution agreements, dated April 3, 2024 (“Amendment No. 1”),Amendment No. 2 to the original equity distribution agreements, dated January 13, 2025 (“Amendment No. 2” andthe original equity distribution agreements, as amended by Amendment No. 1, Amendment No. 2 and AmendmentNo. 3, each, an “equity distribution agreement” and, together, the “equity distribution agreements”), with each ofCitizens JMP Securities, LLC, Ladenburg Thalmann & Co. Inc., B. Riley Securities, Inc. and Armstrong SecuritiesLLC (each an “Agent” and together the “Agents”) relating to our common shares of beneficial interest, which werefer to as “common shares,” offered by this prospectus supplement and the accompanying prospectus. Inaccordance with the terms of the equity distribution agreements, we may offer and sell common shares having anadditional maximum aggregate gross offering price of up to $60 million from time to time through the Agentspursuant to this prospectus supplement. As of the date of this prospectus supplement, no common stock remainsavailable for sale pursuant to the prospectus supplement filed by us on November 14, 2023 and $4,638,654 of ourcommon stock remains available for sale pursuant to the prospectus supplement filed by us on January 14, 2025. Our common shares are listed on the New York Stock Exchange, or NYSE, under the symbol “EARN.” Thelast reported sale price of our common shares on the NYSE on February 11, 2025 was $6.55 per share. Sales of our common shares, if any, under this prospectus supplement and the accompanying prospectus may bemade in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined inRule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, salesmade directly on the NYSE or any other existing trading market for our common shares or sales made to or througha market maker other than on an exchange. The Agents will make all sales using commercially reasonable effortsconsistent with their normal trading and sales practices, on mutually agreed terms between the Agents and us. If wesell our common shares to the Agents, acting as principal, or if we sell our common shares through the Agents, asour agents, in privately negotiated transactions, we may enter into a separate agreement setting forth the terms ofsuch transaction and, to the extent required by applicable law, we will describe this agreement in a separateprospectus supplement or pricing supplement. The Agents will be entitled to compensation of up to an aggregate of 2.0% of the gross proceeds from the saleof the common shares sold under the equity distribution agreements, as further described herein under the caption“Plan of Distribution.” Other than the name of the sales agent, the equity distribution agreements are substantiallysimilar in all material respects. In connection with the sale of common shares on our behalf, the Agents may be deemed to be “underwriters”within the meaning of the Securities Act, and the compensation of the Agents may be deemed to be underwriting commissions or discounts. Please see the section under the caption “Plan of Distribution” for further informationrelating to the compensation arrangements for the Agents. Investing in our common shares involves significant risk. You should carefully read and consider theinformation referred to under “Risk Factors” on page S-4 of this prospectus supplement, as well as thosedescribed in our most recent Annual Report on Form 10-K, as updated and supplemented from time to time,and in our subsequent Quarterly Reports on Form 10-Q and other information that we file from time to timewith the Securities and Exchange Commission. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectusto which it relates is truthful or complete. Any representation to the contrary is a criminal offense. Citizens JMPLadenburg ThalmannB. Riley SecuritiesArmstrong Securities The date of this prospectus supplement is February 11, 2025. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-ivWHERE YOU CAN FIND MORE INFORMATIONS-viDOCUMENTS INCORPORATED BY REFERENCES-viiSUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4USE OF PROCEEDSS-5PLAN OF DISTRIBUTIONS-6LEGAL MATTERSS-8EXPERTSS-9 Prospectus PageABOUT THIS PROSPECTUS1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS2ELLINGTON RESIDENTIAL MORTGAGE REIT4RISK FACTORS6USE OF PROCEEDS7DESCRIPTION OF THE SECURITIES WE MAY OFFER8DESCRIPTION OF