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Barings (MCI) Form 4 — Notional 8,480-Share Exposure via MassMutual Plan

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Form 4 summary — Barings Corporate Investors (MCI)

Reporting person Merritt Sears (c/o Barings LLC) filed a Form 4 disclosing a derivative holding under the "MassMutual Non-Qualified Thrift Plan" with a transaction date of 08/07/2025. The report lists 8,480.0538 common shares represented by the plan, a reported per-share value of $20.64, and ownership form Direct (D). The derivative is exercisable only upon termination, retirement, or other plan-permitted events and is not an actual issuance of shares; the holding is notional. The form was signed by Stacy Standridge as attorney-in-fact on 08/08/2025. Relationship to issuer is indicated as Officer and Adviser/Board Member.

Positive

  • Timely and specific disclosure of derivative holdings under the MassMutual Non-Qualified Thrift Plan dated 08/07/2025
  • Quantified notional exposure: 8,480.0538 shares disclosed with reported per-share value of $20.64
  • Clarifies plan mechanics: the derivative is exercisable only upon termination/retirement or other plan-permitted events and is not actual share ownership

Negative

  • None.

Insights

TL;DR: Routine insider disclosure of notional deferred-compensation exposure representing 8,480.0538 MCI shares; no cash sale or market issuance reported.

The filing documents a plan-based, notional exposure to Barings Corporate Investors common shares via the MassMutual Non-Qualified Thrift Plan on 08/07/2025. The reported amount is 8,480.0538 shares at a stated value of $20.64 per share with Direct ownership form. The derivative is exercisable only upon termination or permitted plan events, indicating limited immediate liquidity and no change in outstanding share count. This is a standard Section 16 disclosure reflecting deferred compensation accounting, not a market transaction.

TL;DR: Filing appears complete and timely; it clarifies that plan holdings are not actual shares, satisfying disclosure obligations under Section 16.

The Form 4 identifies Merritt Sears and specifies relationship as an officer and adviser/board member. It discloses the derivative instrument tied to an employer-sponsored non-qualified plan, with exercisability conditions explicitly stated. Signature by an attorney-in-fact on 08/08/2025 is included. From a governance perspective this meets transparency requirements; no material event, sale, or acquisition of actual shares is reported.

Insider Merritt Sears
Role Insider
Type Security Shares Price Value
Other MassMutual Non-Qualified Thrift Plan 91.868 $20.64 $2K
Holdings After Transaction: MassMutual Non-Qualified Thrift Plan — 8,480.054 shares (Direct)
Footnotes (1)
  1. Exercisable only upon termination, retirement, or other plan permitted event. Plan holdings may be "liquidated" and reallocated into other plan investment options by the plan participant. The derivative has no actual securities underlying the plan agreement, which is entirely notional. Barings LLC (fka Babson Capital Management LLC) and Massachusetts Mutual Life Insurance Company each offer a non-qualified compensation deferral plan where certain officers are permitted to defer a portion of their compensation into the plans. Deferred compensation into a plan is allocated among one or more investment options at the election of the plan participant. Each plan has an investment option that derives its value from the market value of Barings Corporate Investors' common shares (and includes the value of reinvested dividends). However, pursuant to the terms of the plans, neither the plans nor the participants have an actual ownership interest in the common shares. The shares beneficially owned include the number of shares of Barings Corporate Investors represented by the value of the Barings Corporate Investors investment option under the plan held by the plan participant.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Merritt Sears

(Last) (First) (Middle)
C/O BARINGS LLC
300 SOUTH TRYON STREET, SUITE 2500

(Street)
CHARLOTTE NC 28202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BARINGS CORPORATE INVESTORS [ MCI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Adviser Board Member
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
MassMutual Non-Qualified Thrift Plan (1) 08/07/2025 J(2) 91.8682 (1) (1) Common Shares ("Shares of Beneficial Interest") 91.8682 $20.64 8,480.0538 D
Explanation of Responses:
1. Exercisable only upon termination, retirement, or other plan permitted event. Plan holdings may be "liquidated" and reallocated into other plan investment options by the plan participant. The derivative has no actual securities underlying the plan agreement, which is entirely notional.
2. Barings LLC (fka Babson Capital Management LLC) and Massachusetts Mutual Life Insurance Company each offer a non-qualified compensation deferral plan where certain officers are permitted to defer a portion of their compensation into the plans. Deferred compensation into a plan is allocated among one or more investment options at the election of the plan participant. Each plan has an investment option that derives its value from the market value of Barings Corporate Investors' common shares (and includes the value of reinvested dividends). However, pursuant to the terms of the plans, neither the plans nor the participants have an actual ownership interest in the common shares. The shares beneficially owned include the number of shares of Barings Corporate Investors represented by the value of the Barings Corporate Investors investment option under the plan held by the plan participant.
Stacy Standridge, as Attorney-in-fact 08/08/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Merritt Sears report on the Form 4 for MCI?

The Form 4 reports a derivative holding under the MassMutual Non-Qualified Thrift Plan dated 08/07/2025 representing 8,480.0538 common shares of MCI with a reported per-share value of $20.64.

Is the reported position actual MCI stock or notional plan exposure?

The filing states the plan holding is notional; the plans and participants do not have actual ownership interests in the common shares.

When does the derivative become exercisable?

The derivative is exercisable only upon termination, retirement, or other plan-permitted events, per the explanation in the filing.

What is the reporting person’s relationship to Barings Corporate Investors (MCI)?

The Form 4 indicates the reporting person is an Officer and is also specified as an Adviser/Board Member.

Who signed the Form 4 and when was it signed?

The form is signed by Stacy Standridge, as Attorney-in-fact, dated 08/08/2025.

How is ownership reported on the form?

Ownership is reported as Direct (D) and the filing lists 8,480.0538 shares represented by the plan following the transaction.