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Ellington Credit Co

For the period ended Mar 31, 2025. Filed Jun 23, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Jun 23, 2025

EARN$3.42+4.3%Stored close · as of Nov 9, 2026

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Item 11. Board and Executive Compensation

Trustee Compensation

For the three-month period ended March 31, 2025, each of the Independent Trustees received a cash retainer of $17,500. In addition, the Chairman of the Board and the Chairmen of the Audit Committee, Compensation Committee (which has since been dissolved), and Nominating and Corporate Governance Committee received additional cash retainers of $6,250, $3,750, $1,875, and $1,875, respectively. These amounts represent the pro rata portion of the applicable annual retainers—$70,000 for Independent Trustees, and $25,000, $15,000, $7,500, and $7,500, respectively, for the aforementioned leadership roles—based on each Trustee’s period of service during the shortened fiscal year. The Fund changed its fiscal year end from December 31 to March 31, resulting in a three-month transition period from January 1, 2025 to March 31, 2025. Accordingly, compensation figures for this period reflect one-quarter of the full annual retainer amounts.

The Fund reimburses each trustee for their travel expenses incurred in connection with their attendance at full Board and committee meetings as well as the Annual Meeting of Shareholders and certain trustee education events.

Compensation of the Fund's Trustees in the three-month period ended March 31, 2025

The table below describes the compensation earned by the Fund's trustees during the three-month period ended March 31, 2025. Any member of our Board who is also an employee of our Adviser, EMG, or their respective affiliates does not receive additional compensation for serving on our Board of Trustees.

NameFees Earned or Paid in CashRestricted Common Share AwardsAll Other Compensation(1)Total Compensation
Robert B. Allardice, III$27,500$—$463$27,963
David J. Miller(2)19,375—46319,838
Ronald I. Simon, Ph.D.19,375—46319,838
Mary McBride17,500—46317,963
Laurence E. Penn————
Michael W. Vranos————

(1)Amounts reported in this column represent cash paid with respect to dividends paid during the three-month periodd ended March 31, 2025 on unvested restricted Common Share awards held by our Independent Trustees.

(2)Includes $1,875 paid to Mr. Miller for his service as chair of the Compensation Committee of the Board during the three-month period ended March 31, 2025. The Compensation Committee was dissolved in 2025 prior to the Conversion.

None of the Fund's executive officers are employees of the Fund, and the Fund does not have any employees. The Adviser provides investment management services to the Fund pursuant to the Advisory Agreement, and the Administrator provides certain administrative services to the Fund pursuant to the Administration Agreement. The Fund's executive officers are employed by EMG, and EMG makes them available to the Adviser and the Administrator pursuant to the Services Agreement. Other than indirectly through our Administrator as provided below, the Fund's executive officers do not receive cash compensation from the Fund for serving as named executive officers (“NEOs”), and the Fund does not pay or provide benefits, nor do the Fund reimburse the cost of any compensation or benefits paid by our Adviser, or EMG, to our NEOs. The following individuals were our NEOs for the three-month period ended March 31, 2025:

Laurence E. Penn, our Chief Executive Officer and President;

Christopher Smernoff, our Chief Financial Officer; and

JR Herlihy, our Chief Operating Officer.

The Fund does not currently have any agreements with any of its NEOs regarding their cash compensation and it does not intend to enter into any such agreement or pay any cash compensation directly to them. Additionally, the Fund's NEOs are not required to devote a specific percentage of their time to the Fund's business. None of the Fund's executive officers receive any direct compensation from the Fund. Mr. Penn, the Fund's Chief Executive Officer, Mr. Vranos, a Portfolio Manager and Trustee, and Mr. Tecotzky, the Fund's Executive Vice President, through their ownership interest in the EMG, an affiliate of the Adviser, are entitled to a portion of any profits earned by the Adviser, which includes any fees payable to the Adviser under the terms of the Advisory Agreement, less expenses incurred by the Adviser in performing its duties under the Advisory Agreement. Messrs. Penn, Vranos and Tecotzky do not receive any additional compensation from EMG in connection with the management of the Fund's portfolio.

The compensation of the Fund's Chief Financial Officer, Chief Operating Officer/Treasurer, and other officers and administrative personnel that provide services to the Fund, is paid by the Administrator, subject to reimbursement by the Fund of an allocable portion of such compensation for services rendered by such person to the Fund. The allocable portion of such compensation that is reimbursed to the Administrator by the Fund is based on an estimate of the time spent by such personnel in performing their respective duties for the Fund in accordance with the Administration Agreement. The Administration Agreement was not in place for the three-month period ended March 31, 2025; as a result, as of March 31, 2025 the Fund has not yet accrued any allocable portion of compensation expenses incurred by the Administrator on the Fund's behalf for any personnel. However, for the three-month period ended March 31, 2025, the Fund estimates that it would have incurred approximately $0.4 million of expenses, including compensation for the Chief Financial Officer and Chief Operating Officer, that would have been paid to the Administrator had the Administration Agreement been in place during such time.

Ms. Suzanne Hammer, the Fund's Chief Compliance Officer, is a Director of Vigilant Compliance, LLC (“Vigilant”) and performs her functions as the Fund's Chief Compliance Officer under the terms of an agreement between the Fund and Vigilant. For the three-month period ended March 31, 2025, we incurred approximately $13,950 in fees payable to Vigilant, and for the fiscal year beginning on April 1, 2025 and ending on March 31, 2026, we expect to incur approximately $55,800 in fees payable to Vigilant.

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