Ellington投资美股招股说明书(2025-12-23版)

$500,000,000Common Stock We have entered into (i) separate equity distribution agreements, dated September 30, 2024, as amended on December 23, 2025,with each of Citizens JMP Securities, LLC (“Citizens JMP”), B. Riley Securities, Inc. (“B. Riley Securities”), BTIG, LLC (“BTIG”)and Armstrong Securities LLC (“Armstrong Securities”) and (ii) separate equity distribution agreements, dated December 23, 2025,with each of Citadel Securities Institutional LLC (“Citadel”) and Moelis & Company LLC (“Moelis,” and, together with Citizens JMP,B. Riley Securities, BTIG, Armstrong Securities and Citadel, the “Agents”), relating to our common stock, par value $0.001 per share(“common stock”), offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of theequity distribution agreements, we may offer and sell, from time to time, shares of common stock having a maximum aggregateoffering price of up to $800,000,000 through the Agents as our agents for the offer and sale of the shares, or to the Agents for resale.As of the date of this prospectus supplement, we have sold shares of our common stock under the equity distribution agreementshaving an aggregate gross sales price of approximately $300,000,000, leaving approximately $500,000,000 available to be offered bythis prospectus supplement and the accompanying prospectus. Our common stock is listed on the New York Stock Exchange, or NYSE, under the symbol “EFC.” The last reported sale price ofour common stock on the NYSE on December 22, 2025 was $13.94 per share. Sales of shares of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made innegotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Actof 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on the NYSE or any other existingtrading market for our common stock or sales made to or through a market maker. In connection with the Agents acting as our agents,the Agents will use commercially reasonable efforts consistent with their normal sales and trading practices, on mutually agreed termsbetween the Agents and us. The Agents will be entitled to compensation of up to 2.0% of the gross proceeds from the sale of the common stock sold pursuant tothis prospectus, as further described herein under the caption “Plan of Distribution.” If we sell our common stock to the Agents, actingas principal, or if we sell our common stock through the Agents, as our agents, in privately negotiated transactions, we may enter into aseparate agreement setting forth the terms of such transaction and, to the extent required by applicable law, we will describe thisagreement in a separate prospectus supplement or pricing supplement. In connection with the sale of common stock on our behalf, theAgents may be deemed to be “underwriters” within the meaning of the Securities Act, and the compensation of the Agents may bedeemed to be underwriting commissions or discounts. Please see the section under the caption “Plan of Distribution” for furtherinformation relating to the compensation arrangements for the Agents. Investing in our common stock involves significant risk. You should carefully read and consider the information referred tounder“Risk Factors”on page S-4 of this prospectus supplement, as well as those described in our most recent Annual Reporton Form 10-K, as updated and supplemented from time to time, and in our subsequent Quarterly Reports on Form 10-Q andother information that we file from time to time with the Securities and Exchange Commission. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus to which it relates is truthful orcomplete. Any representation to the contrary is a criminal offense. Citadel SecuritiesMoelis & CompanyArmstrong Securities The date of this prospectus supplement is December 23, 2025. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiWHERE YOU CAN FIND MORE INFORMATIONS-vDOCUMENTS INCORPORATED BY REFERENCES-viSUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4USE OF PROCEEDSS-5PLAN OF DISTRIBUTIONS-6LEGAL MATTERSS-8EXPERTSS-9 Prospectus ABOUT THIS PROSPECTUS1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS2ELLINGTON FINANCIAL INC.4RISK FACTORS6USE OF PROCEEDS7DESCRIPTION OF COMMON STOCK8DESCRIPTION OF PREFERRED STOCK9DESCRIPTION OF STOCKHOLDER RIGHTS14DESCRIPTION OF WARRANTS15DESCRIPTION OF DEBT SECURITIES16DESCRIPTION OF DEPOSITARY SHARES25DESCRIPTION OF UNITS28GLOBAL SECURITIES29CERTAIN PROVISIONS OF DELAWARE LAW AND OUR CERTIFICATE OF INCORPORATION AND BYLAWS30SELLING SECURITY HOLDERS61EXPERTS63DOCUMENTS INCORPORATED BY REFERENCE65 You should rely only on the information c