Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 5, 2023, the Board of Directors (the "Board") of Ellington Financial Inc. (the "Company") approved and adopted the Company's Amended and Restated Bylaws (the "Amended and Restated Bylaws") to, among other things, update provisions relating to stockholder meetings to ensure compliance with federal proxy rules, including Rule 14a-19 under the Securities Exchange Act of 1934, as amended. The Amended and Restated Bylaws became effective upon adoption by the Board. The Amended and Restated Bylaws include the following amendments, among other updates:

Article I (Stockholders) has been updated to:



•Expressly provide that stockholder meetings may be held by means of remote
communication;
•Clarify that any stockholder nominating individuals for election to the Board
or proposing other business at a stockholder meeting must, in addition to being
a record holder at the time of giving notice and the meeting, have been a
stockholder of record as of the record date;
•Synchronize the notice deadlines with the federal proxy rules such that the
secretary of the Company receives any stockholder proposal no earlier than the
150th day and no later than the 120th day prior to the first anniversary of the
date of the preceding year's proxy statement;
•Reflect the requirement that any stockholder directly or indirectly soliciting
proxies from other stockholders must use a proxy card color other than white,
with the white proxy card being reserved for exclusive use by the Board;
•Update the provisions related to the information required to be included in a
stockholder's notice of nomination of individuals for election as a director and
the information required to be included in any notice of other business the
stockholder proposes to bring before a meeting;
•Require a stockholder submitting a director nomination to make a written
undertaking that such stockholder intends to solicit holders of shares
representing at least 67% of the voting power of shares entitled to vote on the
election of directors in support of the director nomination;
•Update the accompanying certifications made by a stockholder submitting a
notice of nomination of individuals for election as a director; and
•Reflect that the Company will disregard any proxy authority granted in favor of
any proposed director nominee if the stockholder soliciting proxies in support
of such proposed nominee abandons the solicitation or does not comply with Rule
14a-19 under the Securities Exchange Act of 1934.

The above description of certain provisions of the Amended and Restated Bylaws is not intended to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws filed as Exhibit 3.1 to this Form 8-K, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits



(d) Exhibits. The following exhibits are being filed with this Current Report on
Form 8-K.

Exhibit No.        Description
3.1                  Amended and Restated Bylaws of Ellington Financial Inc., effective January
                   5, 2023
104                Cover Page Interactive Data File (embedded within the Inline XBRL document)

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