{"schema_version":"secwatch.filing_event.v1","accession":"0001411342-23-000200","form_type":"8-K","ticker":"EFC","cik":"0001411342","company_name":"Ellington Financial Inc.","filed_at":"2023-12-14T23:59:59+00:00","discovered_at":"2026-05-14T18:03:28.965701+00:00","generated_at":"2026-06-07T12:41:05.389007+00:00","sec_items":["1.01","2.01","3.03","5.03","7.01","8.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Ellington Financial completes merger with Arlington Asset, issues ~11M shares","bullets":["Ellington closed its merger with Arlington Asset on Dec 14, 2023; AAIC common shares converted into 0.3619 EFC shares plus $0.09 cash per share.","Approximately 11,040,800 shares of EFC common stock issued in the merger; former AAIC holders own about 14% of combined company.","AAIC preferred shares (Series B and C) converted into new EFC Series D and Series E preferred stock, respectively.","Ellington issued a press release stating the deal increases scale, strengthens balance sheet, and is expected to drive earnings accretion in 2024.","J. Rock Tonkel, Jr. designated as AAIC's director designee to join EFC board by Feb 21, 2024."],"urls":{"canonical":"https://secwatch.observer/filing/0001411342-23-000200","json":"https://secwatch.observer/filing/0001411342-23-000200.json","markdown":"https://secwatch.observer/filing/0001411342-23-000200.md","text":"https://secwatch.observer/filing/0001411342-23-000200.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1411342/000141134223000200/0001411342-23-000200-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1411342/000141134223000200/efc-20231214.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-07T12:41:05.389007+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"dfb72ab4c7c7851ffa49a64eea3c389a16123fa9","claim":"Ellington Financial Inc.: Filed Certificates of Designations for Series D and Series E Preferred Stock (effective 2023-12-14).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1411342/000141134223000200/0001411342-23-000200-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-12-14"}],"fact_type":"governance_change"},{"claim_id":"8dc259c65fb6415bd52af28b92642faef7ace68f","claim":"Ellington Financial Inc. completed an acquisition involving Arlington Asset Investment Corp. (AAIC) for 0.3619 newly issued shares of EFC Common Stock and $0.09 per share in cash (closed 2023-12-14).","evidence_excerpt":"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”","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1411342/000141134223000200/0001411342-23-000200-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"Arlington Asset Investment Corp. (AAIC)"},{"label":"Consideration","value":"0.3619 newly issued shares of EFC Common Stock and $0.09 per share in cash"},{"label":"Closing","value":"2023-12-14"}],"fact_type":"ma_transaction"},{"claim_id":"a72e2de55b1f0962b09e5825bdafe64948908265","claim":"Ellington Financial Inc. amended Amended and Restated Limited Liability Company Operating Agreement with Ellington Financial Operating Partnership LLC valued at A&R Operating Agreement covering issuance of Series D and Series E preferred units, governance chang (effective 2023-12-14).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1411342/000141134223000200/0001411342-23-000200-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Counterparty","value":"Ellington Financial Operating Partnership LLC"},{"label":"Value","value":"A&R Operating Agreement covering issuance of Series D and Series E preferred units, governance chang"},{"label":"Effective","value":"2023-12-14"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}