Michael W. Vranos - May 20, 2025 Form 4 Insider Report for Ellington Financial Inc. (EFC)

Signature
/s/ Alaael-Deen H. Shilleh, attorney-in-fact for Michael W. Vranos
Stock symbol
EFC
Transactions as of
May 20, 2025
Transactions value $
$0
Form type
4
Date filed
5/22/2025, 05:25 PM
Previous filing
Oct 16, 2024

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Vranos Michael W Co-Chief Investment Officer 53 FOREST AVENUE, OLD GREENWICH /s/ Alaael-Deen H. Shilleh, attorney-in-fact for Michael W. Vranos 2025-05-22 0001474808

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EFC Common Stock Other $0 +33.9K +3.65% $0.00 961K May 20, 2025 See Footnote F1, F2
holding EFC Common Stock 1.89M May 20, 2025 See footnote F3
holding EFC Common Stock 38.8K May 20, 2025 In Trust F4
holding EFC Common Stock 154K May 20, 2025 In Trusts F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding EFC LTIP Units 319K May 20, 2025 Common Stock 319K See footnote F6
holding EFC Common Units 28.5K May 20, 2025 Common Stock 28.5K See footnote F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 2025 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"), and the Issuer's 2017 Equity Incentive Plan.
F2 Of these 961,018 common shares, 842,221 common shares are owned directly by EMG Holdings, L.P. ("EMGH") and 118,797 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.
F3 Mr. Vranos is the managing member of an entity that holds these shares for estate planning purposes.
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.
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.
F6 Represent a separate non-voting class of limited liability company interests (the "LTIP Units") of EFCOP, the operating partnership subsidiary of the Issuer. The LTIP Units may be converted, at the election of the holder, or at any time at the election of the Issuer, into limited liability company interests of EFCOP 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 Common Stock or for the cash value of such Common Stock, at the Issuer's election. The LTIP Units are held by EMGH and have vested. Mr. Vranos disclaims beneficial ownership of these LTIP Units except to the extent of his pecuniary interest therein.
F7 Represents Common Units of EFCOP, the operating partnership of the Company. 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 Issuer's election.
F8 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.