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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)
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| 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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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.
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| | | | | | ELLINGTON FINANCIAL INC. |
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| Date: | September 29, 2025 | | | By: | | /s/ JR Herlihy |
| | | | | | JR Herlihy |
| | | | | | Chief Financial Officer |
