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Ellington Financial Inc. (EFC) Co-CIO issued 6,794 incentive-related shares

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Form Type
4

Rhea-AI Filing Summary

Ellington Financial Inc.’s Co‑Chief Investment Officer, Michael W. Vranos, indirectly acquired 6,794 shares of common stock on 2026‑08‑05. The shares were issued at $0.00 per share in connection with an incentive fee earned by Ellington Financial Management LLC, the company’s external manager, under a management agreement with Ellington Financial Operating Partnership LLP.

Of a broader block of 1,129,746 common shares, 842,221 are held by EMG Holdings, L.P. and 287,525 by Ellington Financial Management LLC; Vranos and VC Investments LLC share voting and disposition power over these securities and each disclaims beneficial ownership beyond his or its pecuniary interest. He is also indirectly associated with OP LTIP Units and Common Units of Ellington Financial Operating Partnership LLP, which are convertible or redeemable into 319,241 and 28,521 underlying shares of common stock, respectively, and with additional common stock held in various estate‑planning and family trusts.

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Insider Vranos Michael W
Role Co-Chief Investment Officer
Type Security Shares Price Value
Other Common Stock F1, F2 6,794 $0.00 $0.00
holding LTIP Units F6, F7 -- -- --
holding Common Units F8, F7 -- -- --
holding Common Stock F3 -- -- --
holding Common Stock F4 -- -- --
holding Common Stock F5 -- -- --
Holdings After Transaction: Common Stock — 3,019,435 shares (Indirect, See footnote); LTIP Units — 319,241 shares (Indirect, See footnote); Common Units — 28,521 shares (Indirect, See footnote); Common Stock — 38,759 shares (Indirect, In Trust); Common Stock — 153,998 shares (Indirect, In Trusts)
Footnotes (8)
  1. F1. The shares of common stock ("Common Stock") of Ellington Financial Inc. (the "Issuer") were issued in connection with the incentive fee earned by Ellington Financial Management LLC ("EFM"), the Issuer's external manager, in the second quarter of 2026. The Common Stock was issued pursuant to a management agreement, by and among the Issuer, EFM, and Ellington Financial Operating Partnership LLP ("EFCOP").
  2. F2. Of these 1,129,746 shares of Common Stock, 842,221 shares are owned directly by EMG Holdings, L.P. ("EMGH") and 287,525 shares are directly owned by EFM. VC Investments LLC ("VC") is the general partner of EMGH and the managing member of EFM. Michael W. Vranos is the managing member of, and holds a controlling interest in, VC. Michael W. Vranos and VC together share the power to direct the voting and disposition of common shares held by EMGH and EFM, and may be regarded as the beneficial owners of the common shares. Each of Michael W. Vranos and VC disclaims beneficial ownership of any common shares owned beneficially or of record by each other except to the extent of its or his pecuniary interest therein.
  3. F3. Mr. Vranos is the managing member of an entity that holds these shares for estate planning purposes.
  4. F4. These shares of Common Stock are held by an entity owned by a family trust of which Laurence Penn is a settlor and for which Mr. Vranos serves as a trustee (the "Penn Family Trust"). Mr. Vranos has certain consent rights with respect to transfers of shares of Common Stock held by the Penn Family Trust. Mr. Vranos disclaims any pecuniary interest in the shares of Common Stock held by the Penn Family Trust.
  5. F5. These shares of Common Stock are held in family trusts established by EMGH partners (other than Mr. Vranos) for which Mr. Vranos acts as trustee. One of the trusts, in which Mr. Vranos has sole voting power, owns a portion of the shares and the other trusts, which Mr. Vranos has shared voting power, hold the remaining shares of Common Stock.
  6. F6. Represents a separate non-voting class of limited liability company interests ("OP LTIP Units") of EFCOP. Each OP LTIP Unit is convertible into a Common Unit 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 or for the cash value of such shares of Common Stock, at the Company's election.
  7. F7. These units are held by EMGH. Mr. Vranos and VC together share the power to direct the voting and disposition of these units held by EMGH, and may be regarded as the beneficial owners of these units. Each of Mr. Vranos and VC disclaims beneficial ownership of any of these units owned beneficially or of record by each other except to the extent of his or its pecuniary interest therein.
  8. F8. Represents Common Units of EFCOP. Subject to certain conditions, the Common Units are redeemable by the holder for an equivalent number of shares of Common Stock or for the cash value of such shares of Common Stock, at the Company's election.
Common stock acquired 6,794 shares Other acquisition on 2026-08-05 at $0.00 per share in connection with an incentive fee
Common shares via EMGH and EFM 1,129,746 shares Block referenced in footnote, including EMG Holdings, L.P. and Ellington Financial Management LLC holdings
EMG Holdings common shares 842,221 shares Portion of 1,129,746 Ellington Financial common shares held by EMG Holdings, L.P.
Ellington Financial Management shares 287,525 shares Portion of 1,129,746 Ellington Financial common shares held by Ellington Financial Management LLC
Underlying shares from OP LTIP Units 319,241 shares Indirectly held LTIP Units of EFCOP convertible into Ellington Financial common stock
Underlying shares from Common Units 28,521 shares Indirectly held Common Units of EFCOP redeemable into Ellington Financial common stock or cash
Penn Family Trust shares 38,759 shares Common stock held by an entity owned by a family trust where Vranos is trustee
Family trusts shares (EMGH partners) 153,998 shares Common stock held in family trusts established by EMGH partners for which Vranos acts as trustee
incentive fee financial
"were issued in connection with the incentive fee earned by Ellington Financial Management LLC"
An incentive fee is a performance-based charge a fund manager or advisor collects only when the investment returns beat a predetermined target or benchmark—much like a salesperson’s bonus for exceeding sales goals. It matters to investors because it changes the amount they ultimately keep and influences manager behavior: well-designed incentives can align manager and investor interests, but large or poorly structured incentives can encourage riskier choices unless safeguards (minimum gains, loss protection) are included.
management agreement financial
"Common Stock was issued pursuant to a management agreement, by and among the Issuer, EFM"
A management agreement is a written contract that sets out who runs a company or specific assets, what duties they must perform, how long they serve, and how they are paid and evaluated. Think of it as a job contract or a property manager’s lease: it tells investors who is steering the business, what rules they must follow, and how their performance will affect costs and returns, so it directly influences company strategy, risk and shareholder value.
OP LTIP Units financial
"Represents a separate non-voting class of limited liability company interests ("OP LTIP Units") of EFCOP"
OP LTIP units are ownership units in a company’s operating partnership granted to managers under a long‑term incentive plan; they behave like shares that reward performance over several years and often convert into common stock or cash. Investors care because these units can dilute existing shareholders when converted, reveal how executives are paid and motivated, and signal whether management’s interests are aligned with long‑term value creation — like giving a coach a stake in future team wins.
Common Units financial
"Represents Common Units of EFCOP. Subject to certain conditions, the Common Units are redeemable"
Common units are the basic ownership stakes in a company, limited partnership, or trust that function like common stock: they give holders a claim on profits and often voting rights. Think of them as the ordinary seats at a table—the most directly affected by the business’s success or failure, so they typically offer higher upside but carry greater risk than preferred claims or creditors, which matters to investors evaluating potential return and safety.
family trust financial
"held by an entity owned by a family trust of which Laurence Penn is a settlor"

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FAQ

What did Ellington Financial (EFC) report about Michael W. Vranos’s latest share activity?

Ellington Financial reported that Co‑Chief Investment Officer Michael W. Vranos indirectly acquired 6,794 shares of common stock on 2026‑08‑05, issued at $0.00 per share in connection with an incentive fee earned by the company’s external manager.

How many Ellington Financial (EFC) shares are held through EMGH and EFM?

A total of 1,129,746 Ellington Financial common shares are referenced, including 842,221 shares held by EMG Holdings, L.P. and 287,525 shares held by Ellington Financial Management LLC, over which Michael W. Vranos and VC Investments LLC share voting and disposition power.

What is the nature of the 6,794 Ellington Financial (EFC) shares acquired by Michael W. Vranos?

The 6,794 shares of Ellington Financial common stock were issued at no cash cost as part of an incentive fee earned by Ellington Financial Management LLC under a management agreement with Ellington Financial Operating Partnership LLP, rather than purchased in the open market.

What indirect derivative interests in Ellington Financial (EFC) does Michael W. Vranos report?

Michael W. Vranos reports indirect interests in OP LTIP Units and Common Units of Ellington Financial Operating Partnership LLP, representing 319,241 and 28,521 underlying shares of Ellington Financial common stock, respectively, which are convertible or redeemable into common shares or cash at the company’s election.

How does Michael W. Vranos describe his beneficial ownership of Ellington Financial (EFC) securities?

The filing states that Michael W. Vranos and VC Investments LLC may be regarded as beneficial owners of certain shares and units but each disclaims beneficial ownership of securities held by related entities and trusts except to the extent of his or its pecuniary interest in them.
SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Vranos Michael W

(Last)(First)(Middle)
53 FOREST AVENUE

(Street)
OLD GREENWICH CONNECTICUT 06870

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Ellington Financial Inc. [ EFC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Co-Chief Investment Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/05/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/05/2026J(1)6,794A$01,129,746ISee Footnote(2)
Common Stock1,889,689ISee footnote(3)
Common Stock38,759IIn Trust(4)
Common Stock153,998IIn Trusts(5)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
LTIP Units(6) (6) (6)Common Stock319,241319,241ISee footnote(7)
Common Units(8) (8) (8)Common Stock28,52128,521ISee footnote(7)
Explanation of Responses:
1. The shares of common stock ("Common Stock") of Ellington Financial Inc. (the "Issuer") were issued in connection with the incentive fee earned by Ellington Financial Management LLC ("EFM"), the Issuer's external manager, in the second quarter of 2026. The Common Stock was issued pursuant to a management agreement, by and among the Issuer, EFM, and Ellington Financial Operating Partnership LLP ("EFCOP").
2. Of these 1,129,746 shares of Common Stock, 842,221 shares are owned directly by EMG Holdings, L.P. ("EMGH") and 287,525 shares are directly owned by EFM. VC Investments LLC ("VC") is the general partner of EMGH and the managing member of EFM. Michael W. Vranos is the managing member of, and holds a controlling interest in, VC. Michael W. Vranos and VC together share the power to direct the voting and disposition of common shares held by EMGH and EFM, and may be regarded as the beneficial owners of the common shares. Each of Michael W. Vranos and VC disclaims beneficial ownership of any common shares owned beneficially or of record by each other except to the extent of its or his pecuniary interest therein.
3. Mr. Vranos is the managing member of an entity that holds these shares for estate planning purposes.
4. These shares of Common Stock are held by an entity owned by a family trust of which Laurence Penn is a settlor and for which Mr. Vranos serves as a trustee (the "Penn Family Trust"). Mr. Vranos has certain consent rights with respect to transfers of shares of Common Stock held by the Penn Family Trust. Mr. Vranos disclaims any pecuniary interest in the shares of Common Stock held by the Penn Family Trust.
5. These shares of Common Stock are held in family trusts established by EMGH partners (other than Mr. Vranos) for which Mr. Vranos acts as trustee. One of the trusts, in which Mr. Vranos has sole voting power, owns a portion of the shares and the other trusts, which Mr. Vranos has shared voting power, hold the remaining shares of Common Stock.
6. Represents a separate non-voting class of limited liability company interests ("OP LTIP Units") of EFCOP. Each OP LTIP Unit is convertible into a Common Unit 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 or for the cash value of such shares of Common Stock, at the Company's election.
7. These units are held by EMGH. Mr. Vranos and VC together share the power to direct the voting and disposition of these units held by EMGH, and may be regarded as the beneficial owners of these units. Each of Mr. Vranos and VC disclaims beneficial ownership of any of these units owned beneficially or of record by each other except to the extent of his or its pecuniary interest therein.
8. Represents Common Units of EFCOP. Subject to certain conditions, the Common Units are redeemable by the holder for an equivalent number of shares of Common Stock or for the cash value of such shares of Common Stock, at the Company's election.
Remarks:
/s/ Alaael-Deen H. Shilleh, attorney-in-fact for Michael W. Vranos08/06/2026
** Signature of Reporting PersonDate
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)