Ellington Credit Co美股招股说明书(2026-06-11版)

Ellington Credit Company7,500,000 Common Shares Ellington Credit Company (the “Fund”) is a non-diversified, closed-end management investment company that has registeredas an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund’s primary investmentobjectives are to generate attractive current yields and risk-adjusted total returns for its shareholders. The Fund seeks to achieve theseobjectives by investing primarily in mezzanine debt and equity tranches of corporate collateralized loan obligations (“CLOs”), whichare securitizations that are collateralized by portfolios of corporate credit assets. See“Prospectus Summary—Principal InvestmentStrategies—Collateralized Loan Obligation (CLO) Overview.” The investment adviser to the Fund is Ellington Credit Company Management LLC (the “Adviser”). The Adviser isregistered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment AdvisersAct of 1940, as amended (the “Advisers Act”). The Adviser is a wholly owned subsidiary of Ellington Management Group, L.L.C.(“EMG” and, together with the Adviser, “Ellington”). The Fund is not selling any common shares pursuant to this prospectus and will not receive any of the proceeds from theresale of such shares by Citizens JMP Securities, LLC (the “Selling Shareholder” or “Citizens JMP”). This prospectus relates to theoffer and resale of up to 7,500,000 of the Fund’s common shares, having no par value, by the Selling Shareholder. These shares consistof common shares that the Fund may, in its sole discretion, issue and sell to the Selling Shareholder, from time to time after the date ofthis prospectus, pursuant to a Common Share Purchase Agreement entered into with the Selling Shareholder on April 16, 2026 (the“Purchase Agreement”) in which the Selling Shareholder has committed to purchase, at the Fund’s sole discretion, up to $35,000,000aggregate gross purchase price of the Fund’s common shares, subject to the terms and conditions of the Purchase Agreement. See“Committed Equity Financing” for a description of the Purchase Agreement and “Selling Shareholder” for additional informationregarding the Selling Shareholder. The Selling Shareholder may sell or otherwise dispose of the common shares covered by this prospectus in a number ofdifferent ways and at varying prices. See “Plan of Distribution (Conflict of Interest)” for more information about how the SellingShareholder may sell or otherwise dispose of the common shares being offered hereby. The Selling Shareholder is an “underwriter”within the meaning of Section 2(a)(11) of the Securities Act. The Fund’s common shares are listed and traded on the New York Stock Exchange (“NYSE”) under the ticker symbol“EARN.” The midpoint of the range of the Fund’s estimated net asset value per share at April 30, 2026 was $4.29. As of April 30,2026, the last reported sales price of the Fund’s common shares on the NYSE was $4.72, representing a 10.0% premium to themidpoint of the range of the Fund’s estimated net asset value per share as of April 30, 2026. Investors should consider their investment goals, time horizon and risk tolerance before investing in the Fund’s commonshares. An investment in the Fund’s common shares is not appropriate for all investors and is not intended to be a completeinvestment program. In addition, investing in the Fund’s common shares may be considered speculative and involves a highdegree of risk, including the risk of a substantial loss of investment. Before purchasing any common shares, you should readthe discussion of the principal risks of investing in the Fund’s common shares, which are summarized in “Risk Factors”beginning on page 21 of this prospectus. This prospectus contains important information you should know before investing in the Fund’s common shares. Please readthis prospectus and retain it for future reference. The Fund files annual and semi-annual stockholder reports, proxy statementsand other information with the Securities and Exchange Commission, or the “SEC.” To obtain this information free of chargeor make other inquiries pertaining to us, please call (203) 698-1200. You may also obtain a copy of any information regardingthe Fund filed with the SEC from the SEC’s website(www.sec.gov). Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is June 11, 2026 ABOUT THIS PROSPECTUS Please carefully read the information in this prospectus and any accompanying prospectus supplements, which the Fund refers tocollectively as the “prospectus.” This prospectus may contain estimates and information concerning the industry, including market sizeand growth rates of the markets in which the Fund participates, that are based on industry publications and other third-party