SEC Form 4 · accession 0001628280-26-054542

Ellington Financial Inc. · EFC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Michael W Vranos

Officer — Co-Chief Investment Officer

Period of report

Aug 5, 2026

Accepted (ET)

Aug 6, 2026 · 9:47 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001411342

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F2	Aug 5, 2026	J	6,794	$0.00	A	1,129,746	I	See Footnote
Common Stock^F3	holding	—	—		—	1,889,689	I	See footnote
Common Stock^F4	holding	—	—		—	38,759	I	In Trust
Common Stock^F5	holding	—	—		—	153,998	I	In Trusts

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
LTIP Units^F7,F6	—	holding	—	—	—	—	—	Common Stock	319,241	319,241	I
Common Units^F7,F8	—	holding	—	—	—	—	—	Common Stock	28,521	28,521	I

Explanation of responses

F1The 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").
F2Of 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.
F3Mr. Vranos is the managing member of an entity that holds these shares for estate planning purposes.
F4These 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.
F5These 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.
F6Represents 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.
F7These 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.
F8Represents 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.