Overview
- TickerEARN on NYSE1
- IndustryReal Estate Investment Trusts1
- HeadquartersOld Greenwich, Connecticut1
- Incorporated inDE2
- Business address53 Forest Avenue, Old Greenwich, Ct 068702
- Filer categoryNon-accelerated filer2
- Legal formBusiness Trust
- Kind of organizationInvestment fund1
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Except where the context suggests otherwise references in this Transition Report on Form 10-K to the "Fund," "we," "us," and "our" refer to Ellington Credit Company (formerly Ellington Residential Mortgage REIT) and its consolidated subsidiaries, including Ellington Residential Mortgage LP, our operating partnership subsidiary, which we refer to as our "Operating Partnership." We hold all of our assets and conduct all of our operations through our Operating Partnership. "Adviser" refers to Ellington Credit Company Management LLC, our external manager, and "Ellington" refers to Ellington Management Group, L.L.C. and its affiliated investment advisory firms, including the Adviser. In certain instances, references to the Adviser and services to be provided to us by the Adviser may also include services provided by Ellington and its other affiliates from time to time. References to "Blacksto…4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Financial statements
| Fiscal year | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|
| Operating expenses | $5.8M8 | $5.1M9 | $5.5M10 | $8.8M10 | ||||
| Interest | $14.8M9 | $45.3M10 | $34.8M10 | |||||
| Income before tax | $4.6M10 | $7.1M10 | ||||||
| Income tax | $010 | $510.0K10 | ||||||
| Net income | -$11.3M5 | $22.3M6 | $20.1M7 | -$6.3M8 | -$30.2M9 | $4.6M10 | $6.6M10 | |
| Earnings per share | -$0.885 | $1.796 | $1.637 | -$0.508 | -$2.299 | $0.3110 | $0.2810 | |
| Shares (weighted, basic) | 12.7M shares8 | 13.2M shares9 | 14.9M shares10 | 23.6M shares10 |
| Fiscal year | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|
| Cash | $18.6M6 | $35.4M7 | $58.2M8 | $69.0M9 | $34.8M10 | $38.5M10 | $31.8M10 | $17.4M10 |
| Total assets | $1.7B5 | $1.5B6 | $1.2B7 | $1.6B8 | $1.1B9 | $945.7M10 | $824.1M10 | $783.6M10 |
| Total liabilities | $1.5B5 | $1.3B6 | $1.0B7 | $1.4B8 | $941.2M9 | $809.5M10 | $630.4M10 | $555.1M10 |
| Retained earnings | -$84.8M8 | -$128.7M9 | -$138.6M10 | -$155.2M10 | -$171.7M10 | |||
| Shareholders’ equity | $153.8M6 | $160.8M7 | $166.4M8 | $154.2M9 | $112.4M10 | $136.2M10 | $193.7M10 | $228.5M10 |
| Shares outstanding | 12.5M shares6 | 12.5M shares7 | 12.3M shares8 | 13.1M shares9 | 13.4M shares10 | 18.6M shares10 | 29.7M shares10 | 37.6M shares10 |
| Fiscal year | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|
| Cash from operations | $28.8M5 | $17.5M6 | $24.4M7 | $27.9M8 | $22.4M9 | -$10.0M10 | $9.1M10 | |
| Stock-based compensation | $271.0K8 | $312.0K9 | $255.0K10 | $442.0K10 | ||||
| Cash from investing | -$15.2M8 | $110.5M9 | $85.7M10 | $116.4M10 | ||||
| Dividends paid | $19.1M5 | $15.5M6 | $13.8M7 | $17.3M8 | $13.9M9 | $14.1M10 | $22.2M10 | |
| Share buybacks | $9.4M5 | $747.0K6 | $986.0K7 | $08 | $262.0K9 | $010 | $010 | |
| Cash from financing | -$1.8M8 | -$167.2M9 | -$72.0M10 | -$132.3M10 | ||||
| Dividend per share | $1.455 | $1.186 | $1.127 | $1.188 | $1.049 | $0.9610 | $0.9610 |
Corporate structure
Ellington Credit Co sits at the top of its group. 10 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Ellington Credit Co
- Wells Fargo Filed SCHEDULE 13G/A on Ellington Credit Co, latest Aug 6, 2025 (2 filings since Apr 25, 2025)
- VANGUARD GROUP INC Filed SC 13G/A on Ellington Credit Co, latest Feb 13, 2024 (2 filings since Feb 9, 2023)
- RENAISSANCE TECHNOLOGIES LLC Filed SC 13G/A on Ellington Credit Co, latest Feb 10, 2022
- Ellington Credit Co Old Greenwich, Connecticut
- EARN Cayman Ltd. Subsidiary · Cayman Islands
- EARN Cayman NQ Ltd. Subsidiary · Cayman Islands
- EARN CMO LLC Subsidiary · Delaware, United States
- EARN Corporate Holdings Ltd. Subsidiary · Cayman Islands
- EARN Mortgage LLC Subsidiary · Delaware, United States
- EARN OP GP LLC Subsidiary · Delaware, United States
- EARN Securities LLC Subsidiary · Delaware, United States
- EARN TRS LLC Subsidiary · Delaware, United States
- Ellington Residential Mortgage LP Subsidiary · Delaware, United States
Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Ellington Credit Co reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $17.4M10 Mar 31, 2025 | $22.4M10 Mar 31, 2024 | −22.6% |
Properties, in its own words
We do not own any properties. Our principal offices are located in leased space at 53 Forest Avenue, Old Greenwich, CT 06870. The offices of our Adviser and Ellington are at the same location. As part of our Advisory Agreement, our Adviser is responsible for providing offices necessary for all operations, and accordingly, all lease responsibilities belong to our Adviser.
Item 2 of the 10-K filed Jun 23, 2025.4
Leadership
Who has led Ellington Credit Co, and when. Pick a name to see everywhere that person has worked.
Chief executive
President
Chief financial officer
Chief operating officer
- Chief executive officerLaurence Penn May 1, 2013 to May 10, 201813
- PresidentLaurence Penn May 1, 2013 to May 10, 201813
- Chief financial officerChris Smernoff Apr 2, 2018 to now14
- Chief financial officerLisa Mumford May 1, 2013 to Dec 14, 201715
- Chief operating officerJohn Herlihy Apr 2, 2018 to now16
Board members and other officers (13)
- Portfolio ManagerGregory Morris Borenstein Apr 9, 2025 to now17
- Co-Chief Investment OfficerMark Tecotzky May 1, 2013 to Feb 16, 201618
- SecretarySara Walden Brown May 1, 2013 to May 1, 201319
- Co-Chief Investment OfficerMichael W. Vranos May 16, 2013 to Nov 14, 201920
- Board memberChukudi Melvin Ike Feb 22, 2021 to Feb 22, 202121
- Board memberMary E. McBride Mar 31, 2021 to now22
- Board memberLaurence Penn May 1, 2013 to May 10, 201813
- Board memberMenes Chee May 1, 2013 to May 1, 201323
- Board memberThomas F. Robards May 1, 2013 to Sep 14, 202024
- Board memberRonald I. Simon May 10, 2013 to now25
- Board memberMichael W. Vranos May 16, 2013 to Nov 14, 201920
- Board memberRobert B. Allardice Iii. May 16, 2013 to now26
- General counselDaniel R. Margolis May 1, 2013 to May 1, 201327
Named in SEC Form D filings
People the company listed in its private-offering notices.
- Chief Operating OfficerJR W. Herlihy named Jun 9, 202628
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- EARN CMO LLC Delaware3
- EARN Cayman Ltd. Cayman Islands3
- EARN Cayman NQ Ltd. Cayman Islands3
- EARN Corporate Holdings Ltd. Cayman Islands3
- EARN Mortgage LLC Delaware3
- EARN OP GP LLC Delaware3
- EARN Securities LLC Delaware3
- EARN TRS LLC Delaware3
- Ellington Residential Mortgage LP Delaware3
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Former names
- Ellington Residential Mortgage REITOct 22, 2012 to Apr 12, 20242
Timeline
- Oct 7, 20268-K Other events29
- Sep 8, 20268-K Other events30
- Aug 12, 20268-K Results of operations; Regulation FD disclosure31
- Aug 10, 20268-K Other events32
- Jul 8, 20268-K Other events33
- Jun 25, 20268-K Shareholder vote34
- Jun 8, 20268-K Other events35
- May 20, 20268-K Results of operations; Regulation FD disclosure36
- May 11, 20268-K Other events37
- Apr 8, 20268-K Other events38
- Mar 31, 20268-K Entered a material agreement; New debt or obligation39
- Mar 26, 20268-K Entered a material agreement; Regulation FD disclosure40
- May 1, 2013New chief executive Laurence Penn becomes CEO13
Calendar
Coming up
- Nov 18, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.23 a share, on Nov 19, 2025.41
When it reported results
- Aug 12, 2026Reported quarterly or annual results31
- May 20, 2026Reported quarterly or annual results36
- Mar 4, 2026Reported quarterly or annual results42
- Nov 19, 2025Reported quarterly or annual results43
- Aug 19, 2025Reported quarterly or annual results44
- May 20, 2025Reported quarterly or annual results45
- Mar 12, 2025Reported quarterly or annual results46
- Feb 4, 2025Reported quarterly or annual results47
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
254 filings to the SEC since October 2021: 6 annual reports, 10 quarterly reports, 106 major events, 33 insider forms, 5 large holders, 1 private raises, 93 other. The latest 20:
- Oct 7, 20268-K EDGAR
- Sep 17, 2026497AD MONTHLY NAV AND PORTFOLIO UPDATE AUGUST 2026 EDGAR
- Sep 8, 20268-K EDGAR
- Sep 1, 2026N-2 EDGAR
- Aug 27, 2026NPORT-P EDGAR
- Aug 13, 2026497AD MONTHLY NAV AND PORTFOLIO UPDATE JULY 2026 EDGAR
- Aug 13, 2026N-PX EDGAR
- Aug 12, 20268-K EDGAR
- Aug 10, 20268-K EDGAR
- Jul 20, 2026497AD MONTHLY NAV AND PORTFOLIO UPDATE JUNE 2026 EDGAR
- Jul 8, 20268-K EDGAR
- Jun 25, 20268-K EDGAR
- Jun 17, 2026497AD MONTHLY NAV AND PORTFOLIO UPDATE MAY 2026 EDGAR
- Jun 15, 2026N-CEN EDGAR
- Jun 11, 2026EFFECT EDGAR
- Jun 11, 2026424B3 EDGAR
- Jun 9, 2026D EDGAR
- Jun 8, 20268-K EDGAR
- Jun 1, 2026N-2/A FORM N-2 EDGAR
- Jun 1, 2026NPORT-P EDGAR
The 254 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
4 open-market trades by officers, directors and large owners since October 2021: 4 buys and 0 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Oct 1, 2025 | Borenstein Gregory MorrisPortfolio Manager | Buy | 3,000 | $5.29 | $15.9K | Form 4 |
| Sep 11, 2025 | SIMON RONALD IDirector | Buy | 10,536 | $5.68 | $59.8K | Form 4 |
| Sep 5, 2025 | Borenstein Gregory MorrisPortfolio Manager | Buy | 4,000 | $5.62 | $22.5K | Form 4 |
| Apr 9, 2025 | Borenstein Gregory MorrisPortfolio Manager | Buy | 8,000 | $4.73 | $37.8K | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Wells FargoSCHEDULE 13G/A, 2 filings Apr 25, 2025 to Aug 6, 202548
- VANGUARD GROUP INCSC 13G/A, 2 filings Feb 9, 2023 to Feb 13, 202449
- RENAISSANCE TECHNOLOGIES LLCSC 13G/A, 1 filing Feb 10, 202250
Money raised
Private offerings the company reported to the SEC on Form D.
- Jun 9, 2026Filed a private offering of equity Form D: $35 million offered in all Form D
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 42. Change is in shares since the quarter before.
| Fund | Shares | Value | Share of the fund | Change |
|---|---|---|---|---|
| Arrowstreet Capital, Limited Partnership | 251,728 | $1.1M | 0.0% | No change |
| Castlekeep Investment Advisors LLC | 179,856 | $795.0K | 0.4% | No change |
| Clear Harbor Asset Management, LLC | 155,555 | $687.6K | 0.0% | −17,630 |
| EMG Holdings, L.P. | 149,086 | $659.0K | 1.1% | No change |
| Osaic Holdings, Inc. | 117,376 | $518.8K | 0.0% | +52,908 |
| Envestnet Asset Management Inc | 96,111 | $424.8K | 0.0% | +21,159 |
| Vident Advisory, LLC | 41,488 | $183.4K | 0.0% | New |
| UBS Group AG | 36,986 | $163.5K | 0.0% | +8,763 |
| Focus Financial Network, Inc. | 34,844 | $154.0K | 0.0% | New |
| Decision Investments, Inc | 33,880 | $149.8K | 0.1% | +1,830 |
| Global Retirement Partners, LLC | 32,500 | $143.7K | 0.0% | New |
| Morgan Stanley | 31,877 | $140.9K | 0.0% | +1,227 |
| Gables Capital Management Inc. | 23,125 | $102.2K | 0.0% | −9,352 |
| Astra Wealth Partners LLC | 20,000 | $88.4K | 0.0% | No change |
| LPL Financial LLC | 19,556 | $86.4K | 0.0% | −8,037 |
| Steward Partners Investment Advisory, LLC | 19,328 | $85.4K | 0.0% | +944 |
| Plancorp, LLC | 18,000 | $79.2K | 0.0% | +3,000 |
| Choreo, LLC | 16,409 | $72.5K | 0.0% | +7 |
| Renaissance Technologies LLC | 16,298 | $72.0K | 0.0% | New |
| Us Bancorp \de\ | 15,000 | $66.3K | 0.0% | No change |
| Jane Street Group, LLC | 13,912 | $61.5K | 0.0% | −43,265 |
| Northern Trust Corp | 13,850 | $61.2K | 0.0% | No change |
| Inspire Advisors, LLC | 11,201 | $49.5K | 0.0% | New |
| HighTower Advisors, LLC | 10,000 | $44.2K | 0.0% | No change |
| Bogart Wealth, LLC | 7,315 | $32.3K | 0.0% | +2,115 |
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How Ellington Credit Co is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGAREllington Credit Co1
- CIK0001560672
- Employer ID (EIN)46-06875994
- Filer statusNon-accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company4
- Incorporated inDelaware4
- Fiscal year endsMarch 311
- Industry code (SIC)6798 Real Estate Investment Trusts1
- Business address53 Forest Avenue, Old Greenwich, CT 068701
- Phone(203) 698-12001
- Shares outstanding37,559,195 shares as of Jun 6, 20254
- Public float$143.8M as of Jun 30, 20244
- AuditorPricewaterhouseCoopers LLP, New York, New York PCAOB ID 2384
- On EDGAR sinceOct 22, 20121
- Filings605 in all: 8-K (198), 4 (137), 10-Q (36), DEFA14A (27), 497AD (19), 3 (18), SC 13G/A (15), DEF 14A (14)1
All 56 form types
10-K (13), IRANNOTICE (12), 424B5 (10), SC 13G (9), UPLOAD (9), EFFECT (8), CORRESP (6), NPORT-P (5), S-3 (5), ARS (4), N-2 (4), N-2/A (4), S-11/A (4), SC 13D/A (3), 40-17G (2), 40-APP/A (2), 8-A12B (2), 8-K/A (2), D (2), DEFR14A (2), DRS/A (2), FWP (2), N-PX (2), PRE 14A (2), S-11 (2), 10-K/A (1), 4/A (1), 40-APP (1), 424B1 (1), 424B3 (1), 424B4 (1), 497 (1), APP NTC (1), APP ORDR (1), CERT (1), CERTNYS (1), D/A (1), DRS (1), N-8A (1), N-CEN (1), N-CSR (1), N-CSRS (1), POS AMI (1), RW (1), S-3/A (1), SC 13D (1), SCHEDULE 13G (1), SCHEDULE 13G/A (1)
- Latest filingsAnnual report (10-K) Jun 23, 2025
Quarterly report (10-Q) Nov 14, 2024
Proxy statement (DEF 14A) May 5, 2026
Latest 8-K (8-K) Oct 7, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Shares of Beneficial Interest, $0.01 par value per share | EARN | The New York Stock Exchange |
From the cover page of the 10-K filed Jun 23, 2025 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks Ellington Credit Co names in Item 1A of its 10-K filed Jun 23, 2025: 71 risks under these headings, as written.4
- Principal Risks of the Fund
- The Fund invests in corporate CLOs, which exposes it to certain risks associated with corporate loans.
- The Fund’s CLO investments are subject to risks related to the financial leverage employed by the underlying corporate borrowers.
- The CLOs in which the Fund invests may be subject to risks associated with syndicated loans.
- The Fund's investments in corporate CLOs involve certain structural risks.
- The Fund’s CLO investments are exposed to the misalignment of the interests of CLO collateral managers with the interests of CLO investors, such as the Fund.
- The Fund’s investments in the primary corporate CLO market involve certain additional risks.
- The Fund and its investments are subject to prepayment and reinvestment risk.
- The Fund’s portfolio of corporate CLO investments may lack diversification, which may subject the Fund to a risk of significant loss if one or more of these corporate CLOs experience a high level of defaults on collateral.
- Failure by a CLO to satisfy certain tests, including as a result of loan defaults and/or negative loan ratings migration, may place pressure on the performance of the Fund’s investments in such CLO.
- CLO investments involve complex documentation and complex accounting considerations.
- The Fund is dependent on the collateral managers of the corporate CLOs in which the Fund invests, and those corporate CLOs are generally not registered under the 1940 Act.
The other 60 risks
- The Fund’s CLO investments often have limited liquidity.
- The CLOs in which the Fund invests incur significant operating expenses.
- The Fund and its corporate CLO investments are subject to risks associated with non-U.S. investing, including in some cases foreign currency risk.
- CLOs in which the Fund invests could become subject to U.S. federal income tax or withholding requirements.
- The Adviser has significant latitude in determining the types of assets the Fund acquires, and there is no specific prohibition in the Fund’s investment strategy, investment guidelines and/or the RIC qualification requirements against investing in investments that are not CLOs.
- The Fund is subject to risks associated with loan accumulation facilities.
- The Fund may invest in corporate loans directly.
- Risks Related to the Fund's Business
- There are risks associated with the implementation of the Conversion.
- Certain actions by the Federal Reserve and other central banks could materially adversely affect the Fund’s business, financial condition and results of operations, and its ability to pay dividends to its shareholders.
- Interest rate mismatches between the Fund’s assets and its liabilities, and the assets and liabilities of the CLOs in which the Fund invests, may reduce the Fund’s income during periods of changing interest rates, and volatility in interest rates could adversely affect the value of the Fund’s assets.
- Difficult conditions in the corporate sector as well as general market concerns may adversely affect the value of the assets in which the Fund invests.
- The Fund’s investments are expected to be concentrated in subordinated and lower-rated securities that generally have greater risks of loss than senior and higher-rated securities and are subject to amplified market risks.
- To the extent that due diligence is conducted on potential assets, such due diligence may not reveal all the risks associated with such assets and may not reveal other weaknesses in such assets, which could lead to losses.
- The Fund relies on analytical models and other data to analyze potential asset acquisition and disposition opportunities and to manage its portfolio. Such models and other data may be incorrect, misleading or incomplete, which could cause the Fund to purchase assets that do not meet the Fund’s expectations or to make asset management decisions that are not in line with its strategy.
- The Fund’s investment portfolio is recorded at market value and/or fair value, with its Board overseeing its Valuation Designee in its determination of fair value and, as a result, there will be uncertainty as to the value of its portfolio investments.
- The lack of liquidity in the Fund’s assets may materially adversely affect its business, financial condition and results of operations, and its ability to pay dividends to its shareholders.
- The Fund is highly dependent on Ellington’s information systems and those of third-party service providers, and system failures could significantly disrupt the Fund’s business, which could materially adversely affect its business, financial condition and results of operations, and its ability to pay dividends to its shareholders.
- Risks Related to the Fund's Financing, Hedging, and Derivatives Activities
- The Fund’s access to financing sources may not be available on favorable terms, may be limited or completely shut off, and its lenders and derivative counterparties may require the Fund to post additional collateral.
- The Fund uses financial leverage in executing its business strategy, which may adversely affect the return on its assets and may reduce cash available for distribution to its shareholders, as well as increase losses when economic conditions are unfavorable.
- Regulations governing the Fund’s operation as a registered closed-end management investment company, including the asset coverage ratio requirements under the 1940 Act, affect the Fund’s ability to issue debt or preferred equity. The raising of debt capital may expose the Fund to risks, including the typical risks associated with leverage.
- The Fund’s rights under repos are subject to the effects of the bankruptcy laws in the event of the bankruptcy or insolvency of the Fund or its lenders.
- The Fund may hedge against changes in corporate credit risks, interest rates, and other risks, which could materially adversely affect the Fund’s business, financial condition and results of operations and its ability to pay dividends to its shareholders.
- Hedging instruments and other derivatives, including some credit default swaps, may not, in many cases, be traded on exchanges, or may not be guaranteed or regulated by any U.S. or foreign governmental authority and involve risks and costs that could result in material losses.
- The Fund engages in short selling transactions, which may subject it to additional risks.
- The Fund’s investments that are denominated in foreign currencies, domiciled outside the U.S., or that involve non-U.S. assets are subject to risks associated with non-U.S. investing, including in some cases foreign currency risk, which could materially adversely affect the Fund’s business, financial condition and results of operations, and its ability to pay dividends to its shareholders.
- Other Business Risks
- The Fund may change its current certain operating policies, investment criteria and strategy, hedging strategy, and asset allocation, operational, and management policies without notice or shareholder consent, which could materially adversely affect its business, financial condition and results of operations, and its ability to pay dividends to its shareholders.
- The Fund operates in a highly competitive market.
- An increase in interest rates may cause a decrease in the issuance volumes of certain of the Fund’s targeted assets, which could adversely affect its ability to acquire targeted assets that satisfy its investment objectives and to generate income and pay dividends.
- The Fund’s ability to pay dividends will depend on its operating results, its financial condition and other factors, and the Fund may not be able to pay dividends at a fixed rate or at all under certain circumstances.
- Risks Related to the Fund's Relationship with the Adviser and Ellington
- There are risks and conflicts of interests associated with the Performance Fee the Fund is obligated to pay the Adviser.
- The Fund is dependent on the Adviser and certain key personnel of Ellington that are provided to the Fund through the Adviser and may not find a suitable replacement if the Adviser terminates the Advisory Agreement or such key personnel are no longer available to the Fund.
- There are risks and conflicts of interests associated with the Base Management Fee the Fund is obligated to pay the Adviser.
- The Board has approved a very broad investment strategy and will generally not review or approve the decisions made by the Adviser to acquire, dispose of, or otherwise manage an asset.
- The Fund competes with Ellington’s other accounts for access to Ellington and for opportunities to acquire assets.
- There are other conflicts of interest in the Fund’s relationships with the Adviser and Ellington, which could result in decisions that are not in the best interests of the Fund’s shareholders.
- The Adviser’s liability is limited under the Advisory Agreement, and the Fund has agreed to indemnify the Adviser against certain liabilities, which may lead the Adviser to act in a riskier manner on the Fund’s behalf than it would when acting for its own account.
- If the Adviser ceases to be the Adviser or one or more of the Adviser's key personnel ceases to provide services to the Fund, the Fund’s lenders and its derivative counterparties may cease doing business with the Fund.
- The Fund does not own the Ellington brand or trademark but may use the brand and trademark as well as its logo pursuant to the terms of a license granted by Ellington.
- Risks Related to the Fund's Common Shares
- Common shares of closed-end management investment companies have in the past traded at discounts to their net asset values per common share, for sustained periods of time, and there can be no assurance that the market price of the Fund’s common shares will not decline below the Fund’s net asset value per common share.
- The Fund’s shareholders may not receive dividends or dividends may decline over time.
- An increase in interest rates may have an adverse effect on the market price of the Fund’s common shares and its ability to pay dividends to its shareholders.
- Investing in the Fund’s common shares involves a high degree of risk.
- If the Fund issues preferred shares, debt securities or convertible debt securities, its net asset value per common share may become more volatile.
- Holders of any preferred shares that the Fund may issue would have the right to elect members of the Board and have class voting rights on certain matters.
- A downgrade, suspension or withdrawal of any future credit rating assigned by a rating agency to the Fund or any future issuances of preferred shares or debt securities, if any, or change in the debt markets could cause the liquidity or market value of the Fund’s preferred shares or debt securities to decline significantly.
- Risks Related to the Fund's Organization and Structure
- The Fund has a limited prior operating history as a closed-end investment company.
- The Fund’s shareholders’ ability to control the Fund’s operations is severely limited.
- Certain provisions of the Delaware Statutory Trust Act and the Fund’s Declaration of Trust and Bylaws could deter takeover attempts and have an adverse impact on the price of its common shares.
- The Fund’s authorized but unissued common and preferred shares may prevent a change in its control.
- The Fund’s rights and the rights of its shareholders to take action against its trustees and officers or against the Adviser or Ellington are limited, which could limit shareholders’ recourse in the event actions are taken that are not in shareholders’ best interests.
- The Fund’s declaration of trust contains provisions that make removal of its trustees difficult, which could make it difficult for its shareholders to effect changes to its management.
- The Fund is subject to the risk of legislative and regulatory changes impacting its business or the markets in which the Fund invests.
- The SEC staff could modify its position on certain non-traditional investments, including investments in CLO securities.
- The Fund may experience fluctuations in its Net Asset Value and quarterly operating results.
- U.S. Federal Income Tax Risks
- Investment in the Fund has various U.S. federal, state, and local income tax risks.
- The Fund will be subject to corporate-level U.S. federal income tax if it is unable to maintain its RIC status under Subchapter M of the Code, which could adversely affect the value of its common shares and could substantially reduce the cash available for distribution to its shareholders.
- The Fund’s investments may result in the Fund incurring tax or recognizing taxable income prior to receiving cash distributions related to such income.
- The Fund has made a mark-to-market election under Section 475(f) of the Code.
- Complying with RIC requirements may cause the Fund to forgo or liquidate otherwise attractive investments.
- FATCA withholding may apply to payments to certain foreign entities.
- General Risk Factors
Legal proceedings
Neither we nor Ellington nor its affiliates (including our Adviser) are currently subject to any legal proceedings that we or our Adviser consider material. Nevertheless, we and Ellington and its affiliates operate in highly regulated markets that currently are under regulatory scrutiny, and over the years, Ellington and its affiliates have received, and we expect in the future that we and they may receive, inquiries and requests for documents and information from various federal, state and foreign regulators.
We and Ellington cannot provide any assurance that, whether the result of regulatory inquiries or otherwise, neither we nor Ellington nor its affiliates will become subject to investigations, enforcement actions, fines, penalties or the assertion of private litigation claims or that, if any such events were to occur, they would not materially adversely affect us. For a discussion of these and other related risks, see "Risk Factors—General Risk Factors—We, Ellington, or its affiliates may be subject to regulatory inquiries and proceedings, or other legal proceedings" included in Part I, Item 1A of this Transition Report on Form 10-K.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 19SEC EDGARSara Walden Brown, Secretary
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- 21SEC EDGARChukudi Melvin Ike, Board member
- 22SEC EDGARMary E. McBride, Board member
- 23SEC EDGARMenes Chee, Board member
- 24SEC EDGARThomas F. Robards, Board member
- 25SEC EDGARRonald I. Simon, Board member
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- 27SEC EDGARDaniel R. Margolis, General counsel
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- 29SEC EDGAROther events
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- 32SEC EDGAROther events
- 33SEC EDGAROther events
- 34SEC EDGARShareholder vote
- 35SEC EDGAROther events
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- 37SEC EDGAROther events
- 38SEC EDGAROther events
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- 41NasdaqNasdaq calendar
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