---
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"
generated_at: "2026-06-07T12:41:05.389007+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Ellington Financial completes merger with Arlington Asset, issues ~11M shares

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 2.01, 3.03, 5.03, 7.01, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001411342-23-000200
- JSON: https://secwatch.observer/filing/0001411342-23-000200.json
- Plain text: https://secwatch.observer/filing/0001411342-23-000200.txt

## Key facts
- Governance Changes
  Ellington Financial Inc.: Filed Certificates of Designations for Series D and Series E Preferred Stock (effective 2023-12-14).
  - Change: charter amendment
  - Effective: 2023-12-14
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1411342/000141134223000200/0001411342-23-000200-index.htm
- M&A Transactions
  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).
  - Action: acquisition
  - Counterparty: Arlington Asset Investment Corp. (AAIC)
  - Consideration: 0.3619 newly issued shares of EFC Common Stock and $0.09 per share in cash
  - Closing: 2023-12-14
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1411342/000141134223000200/0001411342-23-000200-index.htm
- Material Agreements
  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).
  - Action: amendment
  - Counterparty: Ellington Financial Operating Partnership LLC
  - Value: A&R Operating Agreement covering issuance of Series D and Series E preferred units, governance chang
  - Effective: 2023-12-14
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1411342/000141134223000200/0001411342-23-000200-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.