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Ellington Financial prices $150M 2030 notes

Ellington Financial Inc. (EFC) has priced an upsized private offering of $150 million in aggregate principal amount of 7.375% senior unsecured notes due 2030, increased from a previously announced $100 million, through certain subsidiaries.

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8-K

Rhea-AI Filing Summary

Ellington Financial Inc. (EFC) has priced an upsized private offering of $150 million in aggregate principal amount of 7.375% senior unsecured notes due 2030, increased from a previously announced $100 million, through certain subsidiaries. The offering is expected to close on September 17, 2026, subject to customary conditions.

The new notes are being issued at 99.010% of principal with a 7.663% yield to maturity, as additional notes under an existing indenture pursuant to which $400 million of identical 7.375% notes due 2030 are already outstanding. The new notes will rank as senior unsecured obligations of the issuing subsidiaries and will be fully and unconditionally guaranteed by Ellington Financial.

The company expects to use net proceeds for general corporate purposes, including repaying a portion of borrowings under outstanding repurchase agreements and funding purchases of additional assets in line with its investment objectives. The notes are being offered only to qualified institutional buyers under Rule 144A and to certain non-U.S. investors under Regulation S and are not registered under the Securities Act.

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
New notes offering size $150,000,000 aggregate principal amount Upsized from $100 million for 7.375% senior unsecured notes due 2030
Coupon rate on new notes 7.375% Senior unsecured notes due 2030
Issue price 99.010% of principal amount Pricing of the new 7.375% senior unsecured notes due 2030
Yield to maturity 7.663% New 7.375% senior unsecured notes due 2030
Existing notes outstanding $400,000,000 aggregate principal amount Existing 7.375% senior unsecured notes due 2030 under the same indenture
Expected closing date September 17, 2026 Anticipated closing of the new notes offering, subject to customary conditions
senior unsecured notes financial
"7.375% senior unsecured notes due 2030"
Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.
indenture financial
"offered as additional notes under the indenture, dated as of October 6, 2025"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
qualified institutional buyers regulatory
"offered only to persons reasonably believed to be qualified institutional buyers"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
Rule 144A regulatory
"qualified institutional buyers under Rule 144A under the Securities Act"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
Regulation S regulatory
"non-U.S. persons outside the United States in reliance on Regulation S"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
real estate investment trust financial
"our ability to maintain our qualification as a real estate investment trust"
A real estate investment trust (REIT) is a company that owns and manages income-producing properties—like apartment buildings, shopping centers, offices, or warehouses—and is required to pass most of its rental income to shareholders as dividends. Think of it as a shared property owner: instead of buying a whole building, investors buy a slice of a portfolio that pays regular income and can offer exposure to property values and rental markets without direct management. REITs matter to investors for predictable income, diversification, and liquidity compared with owning physical real estate.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Ellington Financial (EFC) announce regarding new debt on September 14, 2026?
Ellington Financial announced the pricing of an upsized $150 million offering of 7.375% senior unsecured notes due 2030, issued through certain subsidiaries and fully and unconditionally guaranteed by the company.

How does the new Ellington Financial (EFC) notes offering relate to its existing 2030 notes?
The $150 million of new 7.375% senior unsecured notes due 2030 are issued as additional notes under the existing indenture that already covers $400 million of 7.375% senior unsecured notes due 2030 and will be treated as a single class with them.

What pricing terms did Ellington Financial (EFC) disclose for the new 2030 notes?
The new notes were priced at 99.010% of principal, carrying a 7.375% coupon and a 7.663% yield to maturity, with the offering expected to close on September 17, 2026, subject to customary closing conditions.

How will Ellington Financial (EFC) use the proceeds from the new notes?
Ellington Financial expects to use net proceeds for general corporate purposes, including repaying a portion of borrowings under outstanding repurchase agreements and funding purchases of additional assets consistent with its investment objectives and strategies.

Who can buy Ellington Financial’s new 7.375% notes due 2030?
The new notes are being offered only to qualified institutional buyers under Rule 144A in the United States and to non-U.S. persons outside the United States in reliance on Regulation S, and are not registered under the Securities Act.

Are Ellington Financial’s new notes guaranteed, and by whom?
Yes. The new 7.375% senior unsecured notes due 2030 will be senior unsecured obligations of the issuing subsidiaries and will be fully and unconditionally guaranteed by Ellington Financial Inc.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 14, 2026
ELLINGTON FINANCIAL INC.
(Exact name of registrant as specified in its charter)
Delaware001-3456926-0489289
(State or other jurisdiction
of incorporation)
(Commission File Number)(IRS Employer Identification No.)
53 Forest Avenue
Old Greenwich, CT 06870
(Address and zip code of principal executive offices)
Registrant's telephone number, including area code: (203) 698-1200
Not Applicable
(Former Name or 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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, $0.001 par value per share
EFC
The New York Stock Exchange
6.250% Series B Fixed-Rate Reset
Cumulative Redeemable Preferred Stock
EFC PR BThe New York Stock Exchange
8.625% Series C Fixed-Rate Reset
Cumulative Redeemable Preferred Stock
EFC PR CThe New York Stock Exchange
7.00% Series D Cumulative Perpetual Redeemable Preferred StockEFC PRDThe 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 8.01.    Other Events
On September 14, 2026, Ellington Financial Inc. (the “Company”) issued a press release announcing the pricing of its previously announced offering, which was upsized from $100 million to $150 million in aggregate principal amount, of 7.375% senior unsecured notes due 2030 (the “New Notes” and, such offering, the “Senior Notes Offering”) through certain of its subsidiaries (such subsidiaries, the “Issuers”). The Senior Notes Offering is expected to close on September 17, 2026, subject to customary closing conditions. A copy of the Company’s press release with respect to the Senior Notes Offering is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 8.01 by reference.
The New Notes were offered as additional notes under the indenture, dated as of October 6, 2025 (the “Indenture”), pursuant to which the Issuers previously issued $400 million in aggregate principal amount of 7.375% senior unsecured notes due 2030 (the “Existing Notes”). The New Notes will be treated as a single class with the Existing Notes for all purposes under the Indenture and will have identical terms as the Existing Notes (other than the issue date, the first record date, the first interest payment date, the date from which interest will accrue and the issue price).
The New Notes will be senior unsecured obligations of the Issuers and will be fully and unconditionally guaranteed by the Company. The Company expects to use the net proceeds from the Senior Notes Offering for general corporate purposes, including repaying a portion of the borrowings under the Company’s outstanding repurchase agreements and funding purchases of additional assets in accordance with its investment objectives and strategies.
The New Notes and the guarantee have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any other applicable jurisdiction. The New Notes were offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.
This report is neither an offer to sell nor a solicitation of an offer to buy the New Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the New Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is being furnished herewith this Current Report on Form 8-K.

99.1   Press release dated September 14, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



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: September 14, 2026By:/s/ JR Herlihy
JR Herlihy
Chief Financial Officer



Exhibit 99.1
Ellington Financial Announces Upsizing and Pricing of Additional 7.375% Senior Unsecured Notes Due 2030
OLD GREENWICH, Conn., September 14, 2026—Ellington Financial Inc. (NYSE: EFC) (the “Company”) today announced the pricing of its previously announced offering, which was upsized from $100 million to $150 million in aggregate principal amount, of 7.375% senior unsecured notes due 2030 (the “New Notes”) through certain of its subsidiaries (such subsidiaries, the “Issuers”). The New Notes will be senior unsecured obligations of the Issuers and will be fully and unconditionally guaranteed by the Company. The offering is expected to close on September 17, 2026 subject to customary closing conditions. The New Notes were issued at a price of 99.010% of their principal amount, with a yield to maturity of 7.663%.
The New Notes were offered as additional notes under the indenture, dated as of October 6, 2025 (the “Indenture”), pursuant to which the Issuers previously issued $400 million in aggregate principal amount of 7.375% senior unsecured notes due 2030 (the “Existing Notes”). The New Notes will be treated as a single class with the Existing Notes for all purposes under the Indenture, and will have identical terms and conditions as the Existing Notes (other than the issue date, the first record date, the first interest payment date, the date from which interest will accrue and the issue price).
The Company expects to use the net proceeds from the offering for general corporate purposes, including repaying a portion of the borrowings under the Company’s outstanding repurchase agreements and funding purchases of additional assets in accordance with its investment objectives and strategies.
The New Notes and the guarantee have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any other applicable jurisdiction. The New Notes were offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.
This press release is neither an offer to sell nor a solicitation of an offer to buy the New Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the New Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
Cautionary Statement Regarding 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, including those relating to the closing of the offering of the New Notes and the use of proceeds therefrom. Forward-looking statements involve numerous risks and uncertainties. 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. 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 our beliefs, assumptions and expectations of our future operations, business strategies, performance, financial condition, liquidity and prospects, taking into account information currently available to us. 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 us. If a change occurs, our business, financial condition, liquidity, results of operations and strategies may vary materially from those expressed or implied in our forward-looking statements. The following factors are examples of those that could cause actual results to vary from our forward-looking statements: risks and uncertainties associated with our ability to complete the offering of the New Notes and general market conditions that might affect the offering, changes in interest rates and the market value of our investments, market volatility, changes in mortgage default rates and prepayment rates, our ability to borrow to finance our assets, changes in government regulations affecting our business, our ability to maintain our exclusion from registration under the Investment Company Act of 1940, our ability to maintain our 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. Furthermore, forward-looking statements are subject to risks and uncertainties, including, among other things, those described under Item 1A of our Annual Report on Form 10-K, which can be accessed at 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 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.
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-
1

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.

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