Barings Corporate Investors Form 4: Deferred-Comp Plan Entry for Merritt Sears

Rhea-AI Filing Summary

Merritt Sears, an officer of Barings Corporate Investors (MCI), reported a notional increase in company-linked plan holdings on 09/18/2025. The filing shows 84.5368 units in a MassMutual non-qualified thrift plan tied to the market value of MCI common shares at an implied price of $22.43, resulting in 8,902.0968 shares of beneficial interest reported as direct ownership for reporting purposes. The instrument is not an actual shareholding and is exercisable only upon termination, retirement, or other plan-permitted events.

Positive

• Disclosure compliance appears complete with explanatory footnotes and attorney-in-fact signature
• Clear reporting of notional units, price per unit ($22.43), and resulting beneficial interest (8,902.0968 shares)

Negative

• No actual share transfer; holdings are not actual common shares and are exercisable only upon certain plan events
• Limited investor impact because the filing reflects a non-cash, notional deferred-compensation allocation

Insights

Securities Analyst

TL;DR Routine filing reflecting deferred compensation credited to a notional plan tied to MCI share value; not an actual open-market trade.

The Form 4 documents a Section 16 report for a non-qualified deferred compensation plan that tracks Barings Corporate Investors' common share value. The reportable increase of 84.5368 notional units at $22.43 each yields 8,902.0968 shares of beneficial interest for disclosure. Because the plan is not an actual ownership of shares and is exercisable only on certain termination events, this is an administrative disclosure rather than a liquidity or control change.

Compliance / Risk Analyst

TL;DR Disclosure aligns with Section 16 requirements for deferred-compensation arrangements; no evident compliance exception.

The filing includes the appropriate explanatory footnotes clarifying that the derivative is notional and plan participants lack direct share ownership. The transaction code J is used for non-qualified deferred compensation plan entries. From a governance and compliance perspective, the form appears complete and signed by an attorney-in-fact, satisfying procedural requirements for insider reporting.

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

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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).

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)
09/18/2025

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)	09/18/2025		J(2)		84.5368		(1)	(1)	Common Shares ("Shares of Beneficial Interest")	84.5368	$22.43	8,902.0968	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	09/19/2025
	** 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 84.5368 notional units in a MassMutual non-qualified thrift plan valued at $22.43 each, resulting in 8,902.0968 shares of beneficial interest.

Does this Form 4 show an open-market purchase or sale of MCI stock?

No. The filing documents a notional deferred-compensation plan entry (transaction code J), not an actual market trade or transfer of shares.

Are the reported units immediately exercisable into MCI shares?

No. The units are exercisable only upon termination, retirement, or other plan-permitted events and the plan holds no actual shares.

Who filed the Form 4 and when was it dated?

The reporting person is Merritt Sears and the earliest transaction date shown is 09/18/2025; the signature is dated 09/19/2025.

What does transaction code J indicate on a Form 4?

Transaction code J denotes entries related to non-qualified deferred compensation plans under Section 16 reporting rules.