Incentive-fee shares boost Ellington Financial (NYSE: EFC) held via EMGH
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Ellington Financial Inc. Co-Chief Investment Officer Michael W. Vranos reported updated indirect equity interests, primarily reflecting shares issued as an incentive fee for the first quarter of 2026 to Ellington Financial Management LLC, the company’s external manager, under its management agreement.
Following an internal “other” reclassification of 161,934 common shares, entities associated with EMG Holdings, L.P. and Ellington Financial Management LLC together hold 1,122,952 common shares, over which Mr. Vranos and VC Investments LLC share voting and disposition power while disclaiming beneficial ownership beyond any pecuniary interest.
The filing also shows indirect holdings through family trusts and through OP LTIP Units and Common Units of Ellington Financial Operating Partnership LLP, which are redeemable, subject to conditions, into an equivalent number of Ellington Financial common shares or their cash value at the company’s election.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Vranos Michael W
Role
Co-Chief Investment Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock | 161,934 | $0.00 | -- |
| holding | LTIP Units | -- | -- | -- |
| holding | Common Units | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 1,122,952 shares (Indirect, See Footnote);
LTIP Units — 319,241 shares (Indirect, See footnote);
Common Units — 28,521 shares (Indirect, See footnote)
Footnotes (1)
- The shares of common stock, $0.001 par value per share (the "Common Stock") of Ellington Financial Inc. (the "Issuer") were issued in connection with the incentive fee for the first quarter of 2026 payable to Ellington Financial Management LLC ("EFM"), the Issuer's external manager, pursuant to a management agreement among the Issuer, EFM, and Ellington Financial Operating Partnership LLP ("EFCOP"). Of these 1,122,952 common shares, 842,221 common shares are owned directly by EMG Holdings, L.P. ("EMGH") and 280,731 common 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. Mr. Vranos is the managing member of an entity that holds these shares for estate planning purposes. 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. 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. Represents a separate non-voting class of limited liability company interests ("OP LTIP Units") of EFCOP. Each OP LTIP Unit is convertible into limited liability company interest of EFCOP (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. These OP LTIP Units are held by EMGH. Mr. Vranos and VC together share the power to direct the voting and disposition of OP LTIP Units held by EMGH, and may be regarded as the beneficial owners of the OP LTIP Units. Each of Mr. Vranos and VC disclaims beneficial ownership of any OP LTIP Units owned beneficially or of record by each other except to the extent of his or its pecuniary interest therein. 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. These Common Units are held by EMGH. Mr. Vranos and VC together share the power to direct the voting and disposition of Common Units held by EMGH, and may be regarded as the beneficial owners of the Common Units. Each of Mr. Vranos and VC disclaims beneficial ownership of any Common Units owned beneficially or of record by each other except to the extent of his or its pecuniary interest therein.
Key Figures
Restructured common shares: 161,934 shares
Indirect common shares via EMGH and EFM: 1,122,952 shares
Common shares held by EMG Holdings: 842,221 shares
+3 more
6 metrics
Restructured common shares
161,934 shares
Other transaction (code J) reclassification
Indirect common shares via EMGH and EFM
1,122,952 shares
Common stock held by EMG Holdings, L.P. and Ellington Financial Management LLC
Common shares held by EMG Holdings
842,221 shares
Portion of the 1,122,952 indirect common shares
Common shares held by EFM
280,731 shares
Portion of the 1,122,952 indirect common shares
OP LTIP Units underlying shares
319,241 shares
Indirect OP LTIP Units of EFCOP, convertible into Common Units
Common Units underlying shares
28,521 shares
Indirect Common Units of EFCOP redeemable into Ellington Financial common stock
Key Terms
incentive fee, external manager, OP LTIP Units, Common Units, +1 more
5 terms
incentive fee financial
"were issued in connection with the incentive fee for the first quarter of 2026 payable to Ellington Financial Management LLC"
external manager financial
"payable to Ellington Financial Management LLC ("EFM"), the Issuer's external manager, pursuant to a management agreement"
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
"Each OP LTIP Unit is convertible into limited liability company interest of EFCOP (a "Common Unit") on a one-for-one basis."
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.
pecuniary interest financial
"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."
FAQ
What does Michael W. Vranos’s Form 4 report for Ellington Financial (EFC)?
The Form 4 reports updated indirect holdings for Michael W. Vranos, mainly from first-quarter 2026 incentive-fee shares issued to Ellington Financial Management LLC under a management agreement, plus various trust and partnership interests tied to Ellington Financial common stock and operating partnership units.