earn-20210614

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 14, 2021

Ellington Residential Mortgage REIT

(Exact name of registrant specified in its charter)

Maryland

001-35896

46-0687599

(State or Other Jurisdiction Of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

Old Greenwich, CT 06870

(Address of principal executive offices, zip code)

Registrant's telephone number, including area code: (203) 698-1200

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Shares of Beneficial Interest, $0.01 par value per share

EARN

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On June 14, 2021, Ellington Residential Mortgage REIT (the “Company”), Ellington Residential Mortgage Management LLC, the Company’s manager, and Blackstone Tactical Opportunities EARN Holdings L.L.C. ("Blackstone") entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and UBS Securities LLC, as representatives of the underwriters named therein (the “Underwriters”), in connection with an underwritten public offering of 3,737,500 of its common shares of beneficial interest, par value $0.01 per share, which we refer to as “common shares.” The Company is selling 575,000 common shares and Blackstone is selling 2,675,000 common shares. Additionally, pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 487,500 common shares from the Company. The offering is expected to close on June 17, 2021, subject to customary closing conditions. The offering is being conducted pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-255515), including the base prospectus, dated May 10, 2021 that forms a part thereof, as supplemented by a prospectus supplement, dated June 14, 2021.

The Underwriting Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and Blackstone have agreed to indemnify the Underwriters against certain liabilities. The foregoing summary of the terms of the Underwriting Agreement is only a brief description of certain terms therein and does not purport to be a complete description of the rights and obligations of the parties thereunder. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated by reference herein.

In connection with the offering, Venable LLP has provided the Company with an opinion regarding the legality of the shares. A copy of the opinion is attached to this report as Exhibit 5.1 and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of these securities 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed with this Current Report on Form 8-K.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			ELLINGTON RESIDENTIAL MORTGAGE REIT

Dated:	June 17, 2021	By:	/s/ Christopher Smernoff
			Christopher Smernoff
			Chief Financial Officer


Exhibit						Description
1.1						Underwriting Agreement, dated June 14 , 20 21 , by and among Ellington Residential Mortgage REIT, Ellington Residential Mortgage Management LLC , Blackstone Tactical Opportunities EARN Holdings L.L.C. and Morgan Stanley & Co. LLC and UBS Securities LLC , as representative s of the underwriters named therein
5.1						Opinion of Venable LLP as to the legality of the common shares
23.1						Consent of Venable LLP (included in Exhibit 5.1)
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)