Barings Corporate Investors Insider Defers Compensation into Phantom Stock Plan

Rhea-AI Filing Summary

Form 4 filing for Barings Corporate Investors (MCI) discloses a single plan-related transaction by Adviser Board Member Sears Merritt on 24 Jul 2025. Through the MassMutual Non-Qualified Thrift Plan, Merritt added 90.8123 notional units that track MCI’s common shares at a reference price of $20.88 (transaction code J—other plan event). The plan is entirely notional; neither the plan nor the participant holds actual MCI shares. Following the allocation, Merritt’s aggregate plan balance represents the equivalent of 8,388.1856 shares, reported as direct beneficial ownership.

The derivative units become payable only upon termination, retirement, or another plan-permitted event and may be reallocated into other investment options at the participant’s discretion. No exercise or expiration dates apply because the deferral vehicle is open-ended and cash-settled.

Because the filing reflects a routine compensation deferral rather than an open-market purchase or sale, it does not alter MCI’s share count or signal insider sentiment. Financial impact is therefore considered neutral for public shareholders.

Insights

Securities Analyst

TL;DR: Routine plan deferral; neutral to equity value.

The 90.8 notional units added under the MassMutual non-qualified plan modestly lift Merritt’s economic exposure but involve no cash outflow from the issuer and no secondary-market activity. With post-transaction exposure equivalent to 8,388 shares—well below 1 % of outstanding units—market signalling value is de minimis. I view the filing as administrative, carrying no valuation implications or liquidity effects for MCI.

Corporate Governance Expert

TL;DR: Disclosure satisfies Section 16; governance posture unchanged.

The company correctly reports plan-based phantom share accruals, reinforcing transparency. Because participants hold no voting rights and the shares are purely notional, control dynamics remain unaffected. Investors should note that such deferral vehicles are common for asset-management affiliates like Barings LLC and do not inherently indicate bullish or bearish sentiment.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Merritt Sears

Role Insider

Type	Security	Shares	Price	Value
Other	MassMutual Non-Qualified Thrift Plan	90.8123	$20.88	$2K

Holdings After Transaction: MassMutual Non-Qualified Thrift Plan — 8,388.1856 shares (Direct)

Footnotes (2)

1. F1. 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. F2. 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 07/25/2025 - 01:24 PM Learn about SEC filing dates

FAQ

What transaction did Barings Corporate Investors (MCI) disclose on 24 July 2025?

90.8123 notional units credited to Sears Merritt in a non-qualified compensation plan that tracks MCI’s common shares.

Does the MassMutual Non-Qualified Thrift Plan grant actual MCI shares?

No. It is a notional, cash-settled investment option; neither the plan nor the participant owns real MCI shares.

What is Sears Merritt’s total reported beneficial ownership after the transaction?

The plan balance equals 8,388.1856 shares on a direct basis.

What price was associated with the reported units?

The reference price for the notional allocation was $20.88 per share equivalent.

Is the filing expected to impact MCI’s share count or earnings?

No. The event is purely administrative and does not affect outstanding shares or company earnings.

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).

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)
07/24/2025

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)	07/24/2025		J(2)		90.8123		(1)	(1)	Common Shares ("Shares of Beneficial Interest")	90.8123	$20.88	8,388.1856	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	07/25/2025
	** 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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