Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 20, 2022, the Company filed with the Secretary of State of the State of Delaware (i) a Certificate of Amendment (the “Series A Certificate of Amendment”) of Certificate of Designations of 6.750% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock of Ellington Financial Inc. to designate 4,000,000 shares of the Company’s authorized preferred stock as additional shares of Series A Preferred Stock, with the designations, powers, rights, preferences, qualifications, limitations and restrictions as set forth in the Certificate of Designations filed as Exhibit 3.3 to the Company’s Registration Statement on Form 8-A, filed with the SEC on October 21, 2019 (the “Series A Certificate of Designations”) and (ii) a Certificate of Amendment (the “Series B Certificate of Amendment”) of Certificate of Designations of 6.250% Series B Fixed-Rate Reset Cumulative Redeemable Preferred Stock of Ellington Financial Inc. to designate 3,740,000 shares of the Company’s authorized preferred stock as additional shares of Series B Preferred Stock, with the designations, powers, rights, preferences, qualifications, limitations and restrictions as set forth in the Certificate of Designations filed as Exhibit 3.4 to the Company’s Registration Statement on Form 8-A, filed with the SEC on December 10, 2021 (the “Series B Certificate of
Designations”). The Series A Certificate of Amendment and the Series B Certificate of Amendment became effective upon filing on January 20, 2022, and upon such effectiveness, the Company was authorized to issue an aggregate of 8,600,000 shares of Series A Preferred Stock and an aggregate of 8,800,000 shares of Series B Preferred Stock.
A copy of the Series A Certificate of Amendment is filed as Exhibit 3.1 to this Report, and the information in the Series A Certificate of Designations is incorporated into this Item 5.03 by reference. A copy of the Series B Certificate of Amendment is filed as Exhibit 3.2 to this Report, and the information in the Series B Certificate of Designations is incorporated into this Item 5.03 by reference. The description of the terms of the Series A Certificate of Amendment in this Item 5.03 is qualified in its entirety by reference to Exhibit 3.1 hereto and the Series A Certificate of Designations. The description of the terms of the Series B Certificate of Amendment in this Item 5.03 is qualified in its entirety by reference to Exhibit 3.2 hereto and the Series B Certificate of Designations.
Cautionary Statement Regarding Forward-Looking Statements
This Report contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve numerous risks and uncertainties. Our actual results may differ from our beliefs, expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements are not historical in nature and can be identified by words such as “anticipate,” “estimate,” “will,” “should,” “may,” “expect,” “project,” “believe,” “intend,” “seek,” “plan” and similar expressions or their negative forms, or by references to strategy, plans, or intentions Our results can fluctuate from month to month depending on a variety of factors, some of which are beyond our control and/or are difficult to predict, including, without limitation, changes in interest rates, changes in mortgage default rates and prepayment rates, and other changes in market conditions and economic trends, including the ongoing spread and economic effects of the novel coronavirus (COVID-19). Furthermore, forward-looking statements are subject to risks and uncertainties, including, among other things, those described under Item 1A of our Annual Report on Form 10-K, as amended, which can be accessed through the link to our SEC filings under “For Our Shareholders” on our website (www.ellingtonfinancial.com) or at the SEC’s website (www.sec.gov). Other risks, uncertainties, and factors that could cause actual results to differ materially from those projected may be described from time to time in reports we file with the SEC, including reports on Forms 10-Q, 10-K and 8-K. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.