Ellington Financial Prices Common Stock Offering

Key Terms

underwritten public offering financial

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

fixed-to-floating rate financial

A fixed-to-floating rate is a type of loan or investment that starts with a fixed interest rate for a certain period, meaning the payments stay the same, then switches to a variable rate that can change over time based on market conditions. This matters because it offers the stability of fixed payments initially, but also the flexibility to benefit if interest rates drop later.

cumulative redeemable preferred stock financial

Cumulative redeemable preferred stock is a type of investment that gives shareholders priority over common stockholders to receive dividends and get their money back if the company is sold or closes. If the company misses dividend payments, it must pay them later before any dividends can go to other shareholders. This makes it a more secure and flexible option for investors seeking steady income with some ability to redeem their shares in the future.

secured overnight financing rate financial

A secured overnight financing rate (SOFR) is a daily benchmark interest rate that reflects the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Think of it as the market price to “rent” cash for a day with a very safe pledge, similar to paying a short-term rental fee for money backed by government bonds. Investors track SOFR because it underpins pricing for loans, bonds and derivatives, so movements change borrowing costs, interest income and the valuation of interest-rate–linked positions.

shelf registration statement regulatory

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

base prospectus regulatory

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

OLD GREENWICH, Conn.--(BUSINESS WIRE)-- Ellington Financial Inc. (NYSE: EFC) (the “Company”) announced today that it has priced an underwritten public offering of 8,775,000 shares of its common stock for total expected gross proceeds of $118.5 million, before underwriting fees and estimated offering expenses. The Company also granted the underwriters an option for 30 days to purchase up to an additional 1,316,250 shares of common stock. The offering is subject to customary closing conditions and is expected to close on January 28, 2026. Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC are acting as joint book-running managers for the offering.

The Company expects to use the net proceeds of the offering to fund the redemption of all of the outstanding shares of the Company’s Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”), subject to the minimum required 30-day notice period and otherwise in accordance with its terms. The dividend rate on the Series A Preferred Stock currently accrues at a per annum floating rate equal to the sum of the 3-month Secured Overnight Financing Rate and 5.458%. The Company may use any remaining net proceeds for general corporate purposes, which may include, among other things, acquiring the Company’s targeted assets in accordance with the Company’s investment objectives and strategies. The shares of common stock will be issued under the Company’s existing shelf registration statement on Form S-3, which became effective upon filing with the Securities and Exchange Commission (the “SEC”) on December 23, 2025. The offering is being made only by means of a prospectus supplement and accompanying base prospectus, which will be filed with the SEC. Copies of the final prospectus supplement and accompanying base prospectus related to the offering may be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014, or by email: prospectus@morganstanley.com; or Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, by telephone: 1-866-471-2526, or by email: prospectus-ny@ny.email.gs.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the offered shares or any other securities, nor shall there be any sale of such shares or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About Ellington Financial

Ellington Financial invests in a diverse array of financial assets, including residential and commercial mortgage loans and mortgage-backed securities, reverse mortgage loans, mortgage servicing rights and related investments, consumer loans, asset-backed securities, collateralized loan obligations, non-mortgage and mortgage-related derivatives, debt and equity investments in loan origination companies, and other strategic investments. Ellington Financial is externally managed and advised by Ellington Financial Management LLC, an affiliate of Ellington Management Group, L.L.C.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve numerous risks and uncertainties. The Company’s actual results may differ from its beliefs, expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements are not historical in nature and can be identified by words such as "believe," "expect," "anticipate," "estimate," "project," "plan," "continue," "intend," "should," "would," "could," "goal," "objective," "will," "may," "seek" or similar expressions or their negative forms, or by references to strategy, plans, or intentions. Forward-looking statements are based on the Company’s beliefs, assumptions and expectations of the Company’s future operations, business strategies, performance, financial condition, liquidity and prospects, taking into account information currently available to the Company. These beliefs, assumptions, and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to the Company. If a change occurs, the Company’s business, financial condition, liquidity, results of operations and strategies may vary materially from those expressed or implied in the Company’s forward-looking statements. Examples of forward-looking statements in this press release include, without limitation, statements regarding the completion of the Company’s offering of shares of common stock and the anticipated use of proceeds. The following factors are examples of those that could cause actual results to vary from the Company’s forward-looking statements: changes in interest rates and the market value of the Company’s investments, market volatility, changes in mortgage default rates and prepayment rates, the Company’s ability to borrow to finance the Company’s assets, changes in government regulations affecting the Company’s business, the Company’s ability to maintain its exclusion from registration under the Investment Company Act of 1940, the Company’s ability to maintain its qualification as a real estate investment trust, or "REIT," and other changes in market conditions and economic trends, such as changes to fiscal or monetary policy, heightened inflation, slower growth or recession, and currency fluctuations. No assurance can be given that the offering discussed above will be completed on the terms described or at all, or that the net proceeds of the offering will be used as indicated. Completion of the offering on the terms described, and the application of the net proceeds of the offering, are subject to numerous possible events, factors, risks and uncertainties, including, among other things, those described under Item 1A of the Company’s Annual Report on Form 10-K, which can be accessed through the SEC’s website (www.sec.gov). Other risks, uncertainties, and factors that could cause actual results to differ materially from those projected or implied may be described from time to time in reports the Company files with the SEC, including reports on Forms 10-Q, 10-K and 8-K. The Company undertakes no obligation to update or revise any forward-looking statements in this press release, whether as a result of new information, future events, or otherwise.

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Investors:

Ellington Financial

Investor Relations

(203) 409-3575

info@ellingtonfinancial.com



or



Media:

Amanda Shpiner/Grace Cartwright

Gasthalter & Co.

for Ellington Financial

(212) 257-4170

ellington@gasthalter.com

Source: Ellington Financial Inc.