Ellington Financial Inc.

For information regarding factors that could affect our results of operations, financial condition, and liquidity, see the risk factors discussed under "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 2, 2026 (the "Form 10-K"). See also "Special Note Regarding Forward-Looking Statements," included in Part I, Item 2 of this Quarterly Report on Form 10-Q.

Unregistered Sales of Equity Securities

Pursuant to our 2026 Equity Incentive Plan, on September 9, 2026, we issued 20,362 restricted shares of common stock and 20,362 OP LTIP Units to our independent directors in consideration for their services as directors. Such restricted shares of common stock and OP LTIP Units are subject to forfeiture restrictions that will lapse on September 8, 2027.

Once vested, OP LTIP Units may be converted at the election of the holder, or at any time at our election, into OP Units on a one-for-one basis. Subject to certain conditions, the OP Units are redeemable by the holder for an equivalent number of shares of our common stock or, at our election, for the cash value of such shares of our common stock. No underwriters or placement agents were involved in the issuances. Such issuances were exempt from the registration requirements of the Securities Act based on the exemption provided in Section 4(a)(2) of the Securities Act.