---
schema_version: "secwatch.filing_event.v1"
accession: "0001560672-24-000021"
form_type: "8-K"
ticker: "EARN"
cik: "0001560672"
company_name: "Ellington Credit Co"
filed_at: "2024-04-01T23:59:59+00:00"
generated_at: "2026-06-04T04:35:45.859163+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Ellington Residential revokes REIT status, pivots to CLOs, plans RIC conversion

## Summary
- Revoked REIT election effective Jan 1 2024; will operate as C-corp until RIC conversion later this year.
- Focus on CLO investments; $44M current CLO portfolio; emphasis on secondary CLO mezzanine debt and equity.
- Plans to convert to registered closed-end fund/RIC subject to shareholder approval; will reschedule 2024 annual meeting.
- Name change to Ellington Credit Corporation; retains NYSE ticker EARN.
- Aims to use ~$39M federal NOLs to offset majority of federal taxable income while a C-corp.

## SEC filing metadata
- accession: 0001560672-24-000021
- form_type: 8-K
- ticker: EARN
- cik: 0001560672
- company_name: Ellington Credit Co
- filed_at: 2024-04-01T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 3.03, 5.03, 7.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1560672/000156067224000021/0001560672-24-000021-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1560672/000156067224000021/earn-20240329.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001560672-24-000021
- JSON: https://secwatch.observer/filing/0001560672-24-000021.json
- Plain text: https://secwatch.observer/filing/0001560672-24-000021.txt

## Key facts
- Governance Changes
  Ellington Credit Co: Company revoked its REIT election effective January 1, 2024, resulting in cessation of share transfer restrictions under the Charter (effective 2024-01-01).
  - Change: charter amendment
  - Effective: 2024-01-01
  source text: On March 29, 2024, the Company revoked its election to be taxed as a REIT pursuant to section 856(c)(1) of the Internal Revenue Code of 1986, as amended (the "Code"), for the taxable year beginning on January 1, 2024.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1560672/000156067224000021/0001560672-24-000021-index.htm
- Governance Changes
  Ellington Credit Co: Board approved changing company name to Ellington Credit Corporation with effective date to be determined; expects to file Charter Amendment and amended Bylaws later.
  - Change: bylaw amendment
  source text: The Company also announced that the Board has approved changing the Company’s name to Ellington Credit Corporation, with an effective date to be determined later, but that it will retain its ticker 'EARN' on the New York Stock Exchange (the "NYSE").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1560672/000156067224000021/0001560672-24-000021-index.htm
- Material Agreements
  Ellington Credit Co amended Amendment No. 1 to the Fifth Amended and Restated Management Agreement with Ellington Residential Mortgage Management LLC (effective 2024-04-01).
  - Action: amendment
  - Counterparty: Ellington Residential Mortgage Management LLC
  - Effective: 2024-04-01
  source text: the Board of Trustees of the Company (the “Board”) unanimously approved Amendment No. 1 to the Fifth Amended and Restated Management Agreement, dated as of April 1, 2024 (the “Amendment”) with Ellington Residential Mortgage Management LLC, a Delaware limited liability company (the "Manager"), which removes certain provisions related to the Company’s qualification and maintenance of REIT status from Section 2 (Appointment and Duties of the Manager) of and the Investment Guidelines attached as Exhibit A to the Fifth Amended and Restated Management Agreement, dated as of March 13, 2018, by and between the Company and the Manager (the "Management Agreement" and, as amended by the Amendment, the "Amended Management Agreement").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1560672/000156067224000021/0001560672-24-000021-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.