Barings (MCI) Form 4: Deferred Compensation Notional Units Added

Rhea-AI Filing Summary

Barings Corporate Investors (MCI) reporting person Merritt Sears filed a Form 4 disclosing participation in a non-qualified deferred compensation plan tied to the issuer's common shares. The filing shows a deemed derivative transaction on 08/21/2025 recording 91.8237 notional share units valued at $20.65 each under a MassMutual/Barings plan and reports 8,571.8775 common shares beneficially owned following the transaction.

The derivative is exercisable only upon termination, retirement, or another plan-permitted event and is entirely notional (no actual shares issued). The filing was signed on 08/22/2025 by Stacy Standridge as attorney-in-fact.

Positive

• Compliance transparency: Timely/Formal Section 16 disclosure filed showing plan-linked holdings
• Economic alignment: Reporting person has economic exposure to MCI through notional units, aligning interests with shareholder value

Negative

• No actual share issuance: Derivative is entirely notional and does not confer legal ownership or voting rights
• Exercisable only on termination/retirement: Limited liquidity or immediate economic realization for the reporting person

Insights

Financial Analyst

TL;DR Routine disclosure of participation in a non-qualified deferred compensation plan yielding notional share units; no immediate change in voting/share issuance.

The Form 4 reports a deemed derivative credit of 91.8237 units at a unit value of $20.65, and total reported beneficial ownership of 8,571.8775 shares. Because the instrument is notional and exercisable only upon termination or similar events, there is no issuance of common stock or immediate dilution. This is a standard compliance disclosure reflecting plan-linked economic exposure rather than a traditional open-market purchase or option exercise.

Corporate Governance Expert

TL;DR Disclosure aligns with Section 16 reporting rules for plan-based notional holdings; governance impact is minimal and informational.

The filing clarifies the nature of indirect beneficial ownership arising from the MassMutual and Barings non-qualified plans: plan participants have economic exposure tied to MCI share value but hold no legal title to shares. The exercisability limitation (termination/retirement) and the notional structure reduce immediate governance or voting implications. This is a procedural disclosure important for transparency but not a material governance event.

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

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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)
08/21/2025

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)	08/21/2025		J(2)		91.8237		(1)	(1)	Common Shares ("Shares of Beneficial Interest")	91.8237	$20.65	8,571.8775	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	08/22/2025
	** 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.
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FAQ

What did the Form 4 for MCI report on 08/21/2025?

The Form 4 reported a deemed derivative transaction of 91.8237 notional share units valued at $20.65 and total beneficial ownership of 8,571.8775 common shares following the transaction.

Who filed the Form 4 for Barings Corporate Investors (MCI)?

The reporting person is Merritt Sears, with the form signed on behalf of the filer by Stacy Standridge as attorney-in-fact on 08/22/2025.

Are the notional units reported in the Form 4 actual shares of MCI?

No. The filing states the derivative is entirely notional; neither the plan nor participants have an actual ownership interest in MCI common shares.

When are the notional units exercisable according to the filing?

The units are exercisable only upon termination, retirement, or another plan-permitted event, per the filing explanation.