Ellington Financial Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.001 — ange on Which Registered Common Stock, $0.001 par value per share EFC The New York
• $500 million — ximum aggregate offering price of up to $500 million (the "Shares") remain available for sal

Filing Documents

• efc-20251223.htm (8-K) — 43KB
• exhibit12-equitydistributi.htm (EX-1.2) — 290KB
• exhibit13amendmentno1toequ.htm (EX-1.3) — 42KB
• efc-ex51opinionofcounsel.htm (EX-5.1) — 13KB
• 0001628280-25-059006.txt ( ) — 624KB
• efc-20251223.xsd (EX-101.SCH) — 2KB
• efc-20251223_def.xml (EX-101.DEF) — 17KB
• efc-20251223_lab.xml (EX-101.LAB) — 30KB
• efc-20251223_pre.xml (EX-101.PRE) — 18KB
• efc-20251223_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On December 23, 2025, Ellington Financial Inc. (the "Company") and Ellington Financial Management LLC, the Company's manager (the "Manager"), entered into separate amendments (each an "Amendment" and collectively, the "Amendments") to its existing equity distribution agreements dated September 30, 2024 (collectively, as amended, the "Existing Sales Agreements") with each of Citizens JMP Securities, LLC ("Citizens JMP"), B. Riley Securities, Inc. ("B. Riley Securities"), BTIG, LLC ("BTIG") and Armstrong Securities LLC ("Armstrong") relating to the Company's previously announced at the market common stock offering program (the "Offering"). On December 23, 2025, the Company and the Manager also entered into separate equity distribution agreements (the "New Sales Agreements" and, together with the Existing Sales Agreements, the "Sales Agreements") with each of Citadel Securities Institutional LLC ("Citadel") and Moelis & Company LLC ("Moelis" and, together with Citizens JMP, B. Riley Securities, BTIG, Armstrong and Citadel, the "Agents") to add Citadel and Moelis as additional sales agents in the Offering. The New Sales Agreements are substantively identical to the Existing Sales Agreements. The Amendments, among other things, increase the maximum aggregate offering price of the common stock that may be offered and sold from time to time by the Company pursuant to the Sales Agreements, provide that the Shares (as defined below) will be issued pursuant to the Company's automatic shelf registration statement on Form S-3 (File No. 333-292424) and modify the Existing Sales Agreements to include Citadel and Moelis as additional sales agents. In accordance with the terms of the Sales Agreements, shares of common stock having a maximum aggregate offering price of up to $500 million (the "Shares") remain available for sale from time to time by the Company through the Agents. The Shares will be issued pursuant to the Comp

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. The following exhibits are being filed with this Current Report on Form 8-K. 1.1 Form of Existing Sales Agreement (incorporated by reference to Exhibit 1.1 to the Company's current report on Form 8-K filed with the SEC on September 30, 2024) 1.2 Form of New Sales Agreement 1.3 F orm of Amendment 5.1 Opinion of Vinson & Elkins L.L.P. as to the legality of the Shares 23.1 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ELLINGTON FINANCIAL INC. Date: December 29, 2025 By: /s/ JR Herlihy JR Herlihy Chief Financial Officer 4

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