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Barings Corporate Investors Form 4: Deferred-Comp Transaction by Adviser

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

Rhea-AI Filing Summary

Overview: Barings Corporate Investors (ticker: MCI) filed a Form 4 disclosing a deferred-compensation transaction by Adviser Board Member Merritt Sears.

  • Transaction date: 10 July 2025
  • Transaction code: J (other, non-open-market)
  • Instrument: MassMutual Non-Qualified Thrift Plan, whose value is tied to MCI common shares but is entirely notional
  • Units affected: 87.3002 derivative units at a reference price of $21.72
  • Post-transaction derivative holdings: 8,297.3733 units

The thrift-plan units become exercisable only upon termination, retirement or another plan-permitted event. Both the plan and the participant hold no actual MCI common shares; value is tracked notionally and may be reallocated to other plan options at the participant’s discretion.

This filing records a modest administrative movement within a compensation plan rather than a market purchase or sale. No changes to direct share ownership, board composition, executive roles or company operations are indicated.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine deferred-comp transaction; 87 units added to notional plan, holdings now 8,297. No direct share activity, neutral for investors.

The Code J entry reflects internal accounting, not an open-market signal. The scale—87.3 units versus 8,297 total—suggests standard payroll deferral. Because the instrument is not settled in actual MCI shares, it does not alter float or insider economic exposure in a way likely to influence market perception. Investors should view this as administrative and low-impact. Key takeaway: insider ownership profile remains essentially unchanged.

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)
07/10/2025
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) 07/10/2025 J(2) 87.3002 (1) (1) Common Shares ("Shares of Beneficial Interest") 87.3002 $21.72 8,297.3733 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.
/s/ Jessica Restivo Attorney- in - Fact 07/11/2025
** 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 insider activity did Merritt Sears report for MCI on 10 July 2025?

The Form 4 shows Sears recorded 87.3002 derivative units in a non-qualified thrift plan tied to MCI’s share price.

How many derivative units does Merritt Sears hold after the transaction?

After the entry, Sears beneficially owns 8,297.3733 notional derivative units linked to MCI.

What does transaction code "J" mean in this Form 4?

Code J denotes "other"—in this case, an internal plan adjustment, not an open-market buy or sell.

Does Merritt Sears now own additional MCI common shares?

No. The units are notional; neither the plan nor the participant holds actual MCI shares.

When can the thrift-plan units be exercised or settled?

Units are exercisable only upon termination, retirement or another plan-permitted event, per the filing’s explanation.
Barings Corporate Investors

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