Sit entities (NYSE: FMY) report 54.5% stake in First Trust Mortgage Income

Rhea-AI Filing Summary

Sit Investment Associates, Inc. and Sit Fixed Income Advisors II, LLC report a significant ownership stake in First Trust Mortgage Income Fund’s common stock. Based on 4,213,115 shares outstanding as of April 30, 2025, the Sit entities may be deemed to beneficially own 2,295,999 shares, representing 54.5% of the fund’s outstanding common shares. They report shared power to vote and dispose of these shares, with no sole voting or dispositive power. The shares are held in client accounts, and those clients are entitled to dividends and sale proceeds from the holdings. The amendment confirms that directors and executive officers of the Sit entities do not directly own shares.

Insights

Institutional ownership and governance analyst

Sit entities disclose a controlling-level 54.5% stake in FMY’s shares.

The disclosure shows that Sit Investment Associates and Sit Fixed Income Advisors II collectively may be deemed to beneficially own 2,295,999 common shares of First Trust Mortgage Income Fund, out of 4,213,115 shares outstanding as of April 30, 2025. This represents 54.5% of the fund’s equity, giving these institutions substantial influence through shared voting and dispositive power.

The shares are held in client accounts, meaning economic benefits such as dividends and sale proceeds accrue to those clients, while the Sit entities exercise authority over voting and disposal decisions. The filing also notes that none of SIA’s or SFI’s directors or executive officers hold shares directly, so their influence is exercised via managed accounts rather than proprietary holdings.

The amendment references recent transactions in Exhibit A and confirms that this is an update to a long-standing ownership position first reported in 2015. Future company disclosures may clarify whether this percentage changes over time as client mandates or portfolio allocations shift.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 32)

First Trust Mortgage Income Fund

(Name of Issuer)

Common Stock

(Title of Class of Securities)

33734E103

(CUSIP Number)

Paul E. Rasmussen
80 South Eighth Street, Suite 3300,
Minneapolis, MN, 55402-4130
612-332-3223

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/22/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 33734E103

1

Name of reporting person

Sit Investment Associates, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MINNESOTA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,295,999.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,295,999.00

11

Aggregate amount beneficially owned by each reporting person

2,295,999.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

54.5 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP No. 33734E103

1

Name of reporting person

Sit Fixed Income Advisors II, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,295,999.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,295,999.00

11

Aggregate amount beneficially owned by each reporting person

2,295,999.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

54.5 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: First Trust Mortgage Income Fund
(c)	Address of Issuer's Principal Executive Offices: 120 East Liberty Drive, Suite 400, Wheaton, ILLINOIS , 60187.
Item 1 Comment: This Amendment No. 32 ("Amendment") amends and supplements the statement on Schedule 13D filed on March 18, 2015, and amended by Amendments No. 1 through No. 31 (as amended, the "Original Schedule 13D" and, as amended by this Amendment, the "Schedule 13D"), relating to the shares of Common Stock ("Shares)" of First Trust Mortgage Income Fund (the "Issuer"). Except as specifically provided herein, each Item of the Original Schedule 13D remains unchanged. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Original Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate percentage of Shares reported owned by Sit Entities herein is based upon 4,213,115 Shares outstanding as of April 30, 2025, which is the total number of Shares outstanding as reported in the Issuer's Report on Form N-CSRS filed with the Securities Exchange Commission. As of the date hereof, the Sit Entities may be deemed to be the beneficial owner of 2,295,999 Shares held in client accounts which represent 54.5% of the Issuer's outstanding Shares.
(b)	Each of the Sit Entities may be deemed to have shared power to vote and dispose of such Shares. However, none of SIA's or SFI's directors or executive officers own Shares directly.
(c)	Transactions in Shares by the Sit Entities in the last 60 days are set forth in Exhibit A.
(d)	The clients of SIA and SFI have the right to participate in the receipt of dividends from, or proceeds from the sales of, the Shares held for their respective accounts.
(e)	Not applicable
Item 7.	Material to be Filed as Exhibits.
	Exhibit A: Schedule of Transactions in Shares by Sit Entities in the last 60 days.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Sit Investment Associates, Inc.

Signature:	/s/ Roger J. Sit
Name/Title:	Roger J. Sit, Chairman & CEO
Date:	12/29/2025

Sit Fixed Income Advisors II, LLC

Signature:	/s/ Roger J. Sit
Name/Title:	Roger J. Sit, Chairman & CEO
Date:	12/29/2025

FAQ

What does this Schedule 13D/A disclose about First Trust Mortgage Income Fund (FMY)?

The Schedule 13D/A discloses that Sit Investment Associates, Inc. and Sit Fixed Income Advisors II, LLC may be deemed to beneficially own 2,295,999 common shares of First Trust Mortgage Income Fund, representing 54.5% of the fund’s outstanding shares based on 4,213,115 shares outstanding as of April 30, 2025.

How many FMY shares do the Sit entities beneficially own and what percentage of the fund is this?

The Sit entities report beneficial ownership of 2,295,999 common shares of First Trust Mortgage Income Fund. This stake represents 54.5% of the fund’s 4,213,115 shares outstanding as of April 30, 2025.

Do Sit Investment Associates and Sit Fixed Income Advisors have control over voting FMY shares?

Yes. The Sit entities report shared voting power and shared dispositive power over 2,295,999 FMY shares, with no sole voting or sole dispositive power reported.

Who receives the economic benefits from the FMY shares reported in this Schedule 13D/A?

The filing states that the clients of Sit Investment Associates and Sit Fixed Income Advisors II have the right to participate in dividends and proceeds from any sale of the shares held in their respective accounts.

Do the directors or executive officers of the Sit entities directly own FMY shares?

No. The disclosure specifies that none of the directors or executive officers of Sit Investment Associates, Inc. or Sit Fixed Income Advisors II, LLC directly own shares of First Trust Mortgage Income Fund.

What period of trading activity in FMY is referenced in this amendment?

The amendment notes that transactions in the fund’s common shares by the Sit entities over the last 60 days are detailed in Exhibit A, which lists their recent trading activity.

Why is this labeled Amendment No. 32 to the Sit entities’ FMY ownership disclosure?

The document is Amendment No. 32 to a Schedule 13D originally filed on March 18, 2015, meaning it updates and supplements earlier ownership disclosures while leaving unchanged items that are not specifically revised.