On June 26, 2017, Ellington Residential Mortgage REIT (the Company)
and Ellington Residential Mortgage Management LLC, the Companys
manager, entered into separate equity distribution agreements (each
an “Agreement” and collectively, the “Agreements”) with each of
Ladenburg Thalmann Co. Inc. and JMP Securities LLC (each an Agent
and together the Agents) relating to the offer and sale of the
Company’s common shares of beneficial interest, par value $0.01
per share, which are referred to herein as common shares. In
accordance with the terms of the Agreements, the Company may offer
and sell common shares having a maximum aggregate gross offering
price of up to $100.0 million (the “Shares”), from time to time,
through the Agents.

to the Agreements, the Shares may be offered and sold through the
Agents in transactions that are deemed to be at the market
offerings as defined in Rule 415 under the Securities Act of 1933,
as amended, including sales made directly on the New York Stock
Exchange or sales made to or through a market maker other than on
an exchange or in negotiated transactions. Each Agent will be
entitled to compensation of up to 2.0% of the gross proceeds from
the sale of the Shares sold through it under the applicable
Agreement. The Company has no obligation to sell any of the Shares
under the Agreements and may at any time suspend solicitations and
offers under the Agreements.

The Shares will be issued to the Companys Registration Statement on
Form S-3 (File No. 333-199185). The Company has filed a prospectus
supplement, dated June 26, 2017, to the prospectus, dated October
20, 2014, with the Securities and Exchange Commission in connection
with the offer and sale of the Shares from time to time in the
future.

The Agents and their affiliates have provided, and may in the
future provide, investment banking, brokerage and other services to
the Company in the ordinary course of business, and the Company
paid, and expects to pay, customary fees and commissions for their
services, respectively.

The foregoing description of the Agreements is not complete and is
qualified in its entirety by reference to the form of the
Agreement, a copy of which is attached hereto as Exhibit 1.1, and
incorporated herein by reference.

In connection with the filing of the form of the Agreement, the
Company is filing as Exhibit 5.1 hereto an opinion of its Maryland
counsel, Venable LLP, with respect to the legality of the Shares.

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 8.01 Other Events

On June 26, 2017, the Company disclosed that its estimated book
value per common share as of May 31, 2017, was $15.11. This
estimate of the Company’s book value per share includes the
approximately $0.37 dilutive impact of the offering of its common
shares that closed on May 15, 2017 (excluding the approximately
$0.03 dilutive impact of the issuance of 230,000 common shares to
the partial exercise of the underwriters’ option to purchase
additional common shares that closed on June 7, 2017). This
estimate is subject to change and any such change could be
material. The Company’s registered independent public accountants
have not performed the types of reviews or audits of the Company’s
estimated book value per common share as of May 31, 2017 that they
would perform for the Company’s quarterly or annual financial
statements. It is possible that, if the Company were to undertake a
more comprehensive valuation analysis and/or obtain a review or
audit from its accountants for the book value estimate set forth
above, the Company could determine that its actual book value per
common share as of May 31, 2017 differs materially from the
estimate set forth above. Further, the Company’s results can
fluctuate from month to month depending on a variety of factors,
some of which are beyond its control and/or difficult to predict,
including, without limitation, changes in interest rates, changes
in default rates and prepayment speeds, and other changes in market
and economic conditions, or the perception that such changes may
occur. There can be no assurance that the Company’s estimated book
value per common share as of May 31, 2017 is indicative of what its
results are likely to be as of and for the three- or six-month
periods ending June 30, 2017, and the Company undertakes no
obligation to update or revise its estimated book value per common
share prior to its issuance of financial statements for such three-
and six-month periods.

The estimated book value per common share and dilutive impact of
our offering of common shares included in this Current Report on
Form 8-K has been prepared by, and is the responsibility of, our
management. PricewaterhouseCoopers LLP has not audited, reviewed,
compiled, or performed any procedures with respect to this data.
Accordingly, PricewaterhouseCoopers LLP does not express an opinion
or any other form of assurance with respect thereto.

Cautionary Statement Regarding Forward-Looking Statements.

This disclosure above contains forward-looking statements within
the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are not
historical in nature and can be identified by

words such as “anticipate,” “estimate,” “will,” “should,”
“may,” “expect,” “project,” “believe,” “intend,”
“seek,” “plan” and similar expressions or their negative forms,
or by references to strategy, plans, or intentions. For example,
our results can fluctuate from month to month and quarter to
quarter depending on a variety of factors, some of which are beyond
our control and/or difficult to predict, including, without
limitation, changes in interest rates, changes in default rates and
prepayment speeds, and other changes in market and economic
conditions. Our actual results may differ from our beliefs,
expectations, estimates, and projections and, consequently, you
should not rely on these forward-looking statements as predictions
of future events. Furthermore, forward-looking statements are
subject to risks and uncertainties, including, among other things,
those described under Item 1A to the Company’s Annual Report on
Form 10-K filed on March 13, 2017, which can be accessed through
the link to our SEC filings under “For Our Shareholders” on our
website (www.earnreit.com) or at the SEC’s website (www.sec.gov).
Other risks, uncertainties, and factors that could cause actual
results to differ materially from those projected may be described
from time to time in reports we file with the SEC, including
reports on Forms 10-Q, 10-K and 8-K. We undertake no obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events, or otherwise.

Item 9.01 Financial Statements and Exhibits.

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