Ellington Financial (EFC) plans $400M senior notes due 2030

Ellington Financial Inc. announced a planned $400,000,000 offering of senior unsecured notes due 2030 to be issued through certain subsidiaries and fully and unconditionally guaranteed by the company.

Rhea-AI Filing Summary

Ellington Financial Inc. announced a planned $400,000,000 offering of senior unsecured notes due 2030 to be issued through certain subsidiaries and fully and unconditionally guaranteed by the company. The company said it expects to use net proceeds for general corporate purposes, including repaying a portion of borrowings under its repurchase agreements and funding purchases of additional assets aligned with its investment strategy. The notes will be offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S and are not registered under the Securities Act. A press release dated September 29, 2025 is furnished as an exhibit.

Positive

• $400,000,000 planned offering creates additional liquidity runway
• Proceeds earmarked to repay repurchase agreement borrowings, reducing near-term wholesale funding reliance
• Notes are fully and unconditionally guaranteed by the parent, preserving consolidated credit support

Negative

• Issuance of senior unsecured notes increases consolidated senior debt and future interest costs
• Offering is unregistered and limited to Rule 144A/Reg S investors, narrowing buyer pool
• Use of proceeds to buy additional assets may increase balance-sheet risk if market conditions worsen

Insights

Capital Markets Strategist

Planned $400M bond sale increases funding flexibility but depends on market demand.

The company is raising $400,000,000 via senior unsecured notes due 2030, which provides a multi-year funding source that is likely intended to manage short-term wholesale funding needs and support asset purchases.

Market reception will hinge on prevailing credit spreads and investor appetite for mortgage-credit exposure; watch near-term pricing and execution timing as indicators of borrowing cost and dilution to existing creditors over the next 12 months.

Credit Analyst

Guaranteed notes may preserve issuer credit linkage but add senior unsecured liabilities.

The notes are senior unsecured obligations of subsidiaries and fully guaranteed by the parent, which keeps the debt within the consolidated credit picture but does not appear to be collateralized, raising creditor seniority versus repo counterparties.

Key items to monitor include the use of proceeds to repay repurchase agreement borrowings and the incremental leverage impact on consolidated balance sheet once the offering pricing and final size are disclosed in the near term.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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.

FAQ

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

What is Ellington Financial (EFC) issuing?

Ellington Financial plans to offer $400,000,000 aggregate principal amount of senior unsecured notes due 2030.

Who will issue and guarantee the notes?

The notes will be issued through certain subsidiaries and will be fully and unconditionally guaranteed by the company.

How does Ellington intend to use the proceeds?

The company expects to use net proceeds for general corporate purposes, including repaying a portion of borrowings under its repurchase agreements and funding purchases of additional assets.

Are the notes registered for public sale?

No. The notes and guarantee have not been registered under the Securities Act and will be offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.

Where can I find the company announcement?

A press release dated September 29, 2025 regarding the Senior Notes Offering is furnished as an exhibit to the current report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/29/2025 - 09:02 AM Learn about SEC filing dates

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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 29, 2025

ELLINGTON FINANCIAL INC.

(Exact name of registrant as specified in its charter)

Delaware

001-34569

26-0489289

(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 Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, $0.001 par value per share

EFC

The New York Stock Exchange

6.750% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock

EFC PR A

The New York Stock Exchange

6.250% Series B Fixed-Rate Reset Cumulative Redeemable Preferred Stock

EFC PR B

The New York Stock Exchange

8.625% Series C Fixed-Rate Reset Cumulative Redeemable Preferred Stock

EFC PR C

The New York Stock Exchange

7.00% Series D Cumulative Perpetual Redeemable Preferred Stock

EFC PRD

The 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 29, 2025, Ellington Financial Inc. (the "Company") issued a press release announcing that it plans to offer $400 million in aggregate principal amount of senior unsecured notes due 2030 (the “Notes” and, such offering, the “Senior Notes Offering”) through certain of its subsidiaries (such subsidiaries, the “Issuers”). The 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 Notes will be senior unsecured obligations of the Issuers and will be fully and unconditionally guaranteed by the Company. 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 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 Notes will be 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 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 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 29, 2025

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 29, 2025

By:

/s/ JR Herlihy

JR Herlihy

Chief Financial Officer