As filed with the Securities and Exchange Commission on February 3, 2023




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 8-A
 
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
 ELLINGTON FINANCIAL INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware 26-0489289
(State of Incorporation) (IRS Employer
Identification No.)
53 Forest Avenue
Old Greenwich, Connecticut		 06870
(Address of Principal Executive Offices) (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:
 
Title of each class
to be so registered		Name of each exchange on which
each class is to be registered
8.625% Series C Fixed-Rate Reset Cumulative Redeemable Preferred Stock, $0.001 par value per share (Liquidation Preference $25.00 per share)New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates (if applicable): 333-269386

Securities to be registered pursuant to Section 12(g) of the Act:  None.





Item 1.  Description of Registrant’s Securities to be Registered.
The securities to be registered hereunder are shares of 8.625% Series C Fixed-Rate Reset Cumulative Redeemable Preferred Stock, $0.001 par value per share, with a liquidation preference of $25.00 per share (the “Series C Preferred Stock”) of Ellington Financial Inc. (the “Company”). The description of the terms of the Series C Preferred Stock set forth under the heading “Description of the Series C Preferred Stock” in the Company’s Prospectus Supplement, dated February 2, 2023, and under the heading “Description of Preferred Stock” in the accompanying prospectus that constitutes a part of the Company’s Shelf Registration Statement on Form S-3ASR (File No. 333-269386) filed under the Securities Act of 1933, as amended, is incorporated herein by reference.

Item 2.  Exhibits.
 
Exhibit No.Description
Exhibit 3.1
Exhibit 3.2
Exhibit 3.3
Exhibit 3.4
Exhibit 3.5
Exhibit 3.6
Exhibit 3.7
Exhibit 4.1
Exhibit 4.2
Exhibit 4.3
 


SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
   ELLINGTON FINANCIAL INC.
Date: February 3, 2023 By: /s/ JR Herlihy
   JR Herlihy
   Chief Financial Officer



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