EFC Form 4: 9,198 OP LTIP Units Granted; 2,500 Shares Disposed

Rhea-AI Filing Summary

Edward Resendez, a director of Ellington Financial Inc. (EFC), reported a 2,500-share disposition of Common Stock on 09/10/2025 and the receipt of 9,198 OP LTIP Units on the same date. The OP LTIP Units are a separate non-voting class of interests in Ellington Financial Operating Partnership LLC and remain forfeitable until 09/09/2026 while Resendez continues board service. Each OP LTIP Unit converts on a one-for-one basis into Common Units, which, subject to conditions, are redeemable for an equivalent number of the company’s common shares or for cash at the company’s election. The units were issued under the company’s 2017 Equity Incentive Plan. Following the transactions, the filing shows 66,367 Common Units beneficially owned.

Positive

• 9,198 OP LTIP Units granted under the 2017 Equity Incentive Plan, aligning director incentives with company performance and retention
• OP LTIP Units convert one-for-one into Common Units, which are redeemable for common shares or cash, providing clear conversion mechanics

Negative

• 2,500 shares of Common Stock were disposed of by the director on 09/10/2025, reducing immediate insider ownership
• 9,198 OP LTIP Units remain forfeitable until 09/09/2026, so the grant carries conditional risk of forfeiture if service is not maintained

Insights

Corporate Governance Analyst

Director received deferred equity; part remains forfeitable through 09/09/2026.

The filing shows a 2,500-share sale and the grant of 9,198 OP LTIP Units to a director on 09/10/2025. The units are non-voting and tied to continued board service, remaining forfeitable until 09/09/2026, which aligns director compensation with retention.

The units convert one-for-one into Common Units that may be redeemed for company common shares or cash, preserving flexibility for the company and the holder.

Executive Compensation Analyst

Director pay mix includes deferred equity with potential share conversion.

The grant of 9,198 OP LTIP Units under the 2017 Equity Incentive Plan appears structured as long-term, service‑conditioned compensation: units are forfeitable until 09/09/2026 and have an exercise price of $0 upon conversion to Common Units.

This structure ties value to future vesting and potential redemption for shares or cash, indicating retention-focused compensation rather than immediate cash payout.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Resendez Edward

(Last) (First) (Middle)

53 FOREST AVENUE

(Street)

OLD GREENWICH CT 06870

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ellington Financial Inc. [ EFC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								2,500	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
OP LTIP Units(1)	(2)	09/10/2025		A		9,198		(2)	(2)	Common Units	9,198	$0(2)	66,367	D

Explanation of Responses:

1. Represents a separate non-voting class of limited liability company interests ("OP LTIP Units") of Ellington Financial Operating Partnership LLC (the "Operating Partnership"), the operating partnership of Ellington Financial Inc. (the "Company").

2. The 9,198 OP LTIP Units remain forfeitable, subject to the reporting person's continued service as a member of the board of directors of the Company, until September 9, 2026. The OP LTIP Units may be converted, upon lapse of the vesting restrictions described above, at the election of the holder, or at any time at the election of the Company, into limited liability company interests of the Operating Partnership designated as common units ("Common Units") on a one-for-one basis. Subject to certain conditions, the Common Units are redeemable by the holder for an equivalent number of shares of common stock of the Company, $0.001 par value per share (the "Common Shares") or for the cash value of such Common Shares, at the Company's election. The OP LTIP Units were issued pursuant to, and are subject to the terms and conditions of the Company's 2017 Equity Incentive Plan (the "2017 Plan").

Remarks:

	/s/ Alaael-Deen Shilleh, as attorney-in-fact for Edward Resendez	10/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Ellington Financial (EFC) director Edward Resendez report on Form 4?

He reported a disposition of 2,500 shares of Common Stock and the acquisition of 9,198 OP LTIP Units on 09/10/2025.

What are OP LTIP Units received by the director?

They are a separate non-voting class of limited liability company interests in the Operating Partnership that convert one-for-one into Common Units and are governed by the 2017 Equity Incentive Plan.

When do the OP LTIP Units vest or become non-forfeitable?

The filing states the 9,198 OP LTIP Units remain forfeitable through 09/09/2026, contingent on continued board service.

Can OP LTIP Units be converted into common shares?

Yes. Upon lapse of vesting restrictions or at the company’s election, OP LTIP Units convert to Common Units one-for-one, which are, under conditions, redeemable for common shares or cash.

How many Common Units does the filing show beneficially owned after the transaction?

The filing shows 66,367 Common Units beneficially owned following the reported transactions.