Ellington Financial Inc. (EFC): M&A transaction — Ellington Financial completes merger with Arlington Asset, issues ~11M shares

EFC filed with Secretary of State of the State of Delaware (i) a Certificate of Designations (the “Series D Certificate of Designations”) to designate 379,668 shares of EFC’s authorized preferred stock as shares of EFC Series D Preferred Stock and (ii) a Certificate of Designations (the “Series E Certificate of Designations”) to designate 957,133 shares of EFC’s authorized preferred stock as shares of EFC Series E Preferred Stock, each with an effective date of December 14, 2023.

the Effective Time, which were automatically canceled and retired and ceased to exist as of the Effective Time) was automatically converted into the right to receive: • from EFC, 0.3619 newly issued shares of EFC Common Stock (the “Per Share Stock Consideration”); and • from EFC Manager, a cash amount equal to $0.09 per share (the “Per Share Cash Consideration”

On December 14, 2023, immediately following the closing of the Merger, EFC contributed (the “Contribution”) all of the issued and outstanding shares of common stock, par value $0.01 per share, of Merger Sub, to Ellington Financial Operating Partnership LLC (the “Operating Partnership”), in exchange for common units, 7.00% Series D Cumulative Perpetual Redeemable Preferred Units (“Series D Units”) and 8.250% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Units (“Series E Units”) of the Operating Partnership. In connection with the Contribution, EFC entered into the Amended and Restated Limited Liability Company Operating Agreement (the “A&R Operating Agreement”) of the Operating Partnership.