Sit Investment Firms Hold Majority (53%) of FMY Shares via Client Accounts

Rhea-AI Filing Summary

This amendment reports that Sit Investment Associates, Inc. and Sit Fixed Income Advisors II, LLC (the "Sit Entities") are disclosed as beneficial owners of 2,230,943 shares of First Trust Mortgage Income Fund common stock, representing 53.0% of the 4,213,115 shares reported outstanding as of April 30, 2025. The shares are held in client accounts and the Sit Entities report shared voting and dispositive power over these shares; none of SIA's or SFI's directors or executive officers own shares directly.

The filing references a schedule of transactions in the last 60 days as Exhibit A but does not include transaction details in the body of this amendment. Other items of the previously filed Schedule 13D remain unchanged except as specifically amended.

Positive

• Majority ownership disclosed: Sit Entities are reported as beneficial owners of 2,230,943 shares (53.0%) of FMY, a material, controlling stake.
• Shared voting and dispositive power: The reporting persons disclose clear authority to vote and dispose of the shares, indicating practical influence over corporate actions.

Negative

• Holdings are in client accounts: Shares are held for clients, indicating the position may reflect client mandates rather than the firms' proprietary investment intent.
• No sole ownership by reporting persons: Reporting persons report 0 sole voting and dispositive power, which may complicate attribution and decision-making transparency.

Insights

Securities Analyst

TL;DR: The Sit Entities control a majority stake (53.0%) via client accounts, giving them de facto control of FMY's voting outcomes.

The disclosed 53.0% beneficial ownership is material and indicates the reporting persons, through shared voting and dispositive power, can influence governance and major corporate actions. Because the shares are held in client accounts with shared power rather than sole ownership, the ownership may reflect discretionary client mandates rather than direct proprietary positions by the reporting firms. The amendment does not provide the detailed recent transaction entries (Exhibit A is referenced but not shown here), which limits the ability to assess whether holdings increased, decreased, or were reallocated among client accounts during the prior 60 days.

Corporate Governance Expert

TL;DR: Majority stake by advisory entities can materially affect board elections and policy decisions, but ownership is via client accounts.

Holding a majority of outstanding shares (53.0%) is governance-significant: these reporting persons can substantially influence shareholder votes, board composition, and certain corporate approvals. The filing clarifies that power is shared and that no directors or executive officers of SIA or SFI hold shares directly, which suggests control is exercised through client mandates rather than direct insider ownership. The lack of included transaction details in Exhibit A constrains assessment of intent, timing, and whether the position is passive or strategic.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 28)

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)

08/15/2025

(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 2,230,943.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,230,943.00

11

Aggregate amount beneficially owned by each reporting person

2,230,943.00

12

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

13

Percent of class represented by amount in Row (11)

53.0 %

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 2,230,943.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,230,943.00

11

Aggregate amount beneficially owned by each reporting person

2,230,943.00

12

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

13

Percent of class represented by amount in Row (11)

53.0 %

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. 28 ("Amendment") amends and supplements the statement on Schedule 13D filed on March 18, 2015, and amended by Amendments No. 1 through No. 27 (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 2,230,943 Shares held in client accounts which represent 53.0% 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:	08/19/2025

Sit Fixed Income Advisors II, LLC

Signature:	/s/ Roger J. Sit
Name/Title:	Roger J. Sit, Chairman & CEO
Date:	08/19/2025

FAQ

How many FMY shares do the Sit Entities report owning?

The Sit Entities report beneficial ownership of 2,230,943 shares, representing 53.0% of 4,213,115 shares outstanding as reported.

Do the Sit Entities have voting control over FMY shares?

Yes; the filing states the Sit Entities have shared voting and shared dispositive power over the 2,230,943 shares.

Are the shares owned directly by Sit's directors or officers?

No; the filing explicitly states that none of SIA's or SFI's directors or executive officers own shares directly.

Where are the shares held according to the filing?

The shares are held in client accounts, and clients have rights to dividends and sale proceeds from those shares.

Does the amendment include recent transaction details?

The filing references a schedule of transactions in the last 60 days as Exhibit A, but the transaction details are not included in the amendment text provided here.

What percent of FMY outstanding shares does 2,230,943 represent?

It represents 53.0% of the 4,213,115 shares reported outstanding in the issuer's Form N-CSRS.