STOCK TITAN

Form 4: Officer Reports Notional 88.6885 MCI-Linked Shares in Deferred Plan

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

Rhea-AI Filing Summary

Merritt Sears, reporting person affiliated with Barings LLC, filed a Form 4 disclosing a change in notional derivative holdings tied to Barings Corporate Investors (MCI) on 09/04/2025. The filing reports participation in a MassMutual Non-Qualified Thrift Plan investment option that tracks MCI common shares; the reported derivative amount equals 88.6885 shares at a value basis of $21.38. The filing shows 8,817.56 shares of beneficial interest following the transaction with ownership reported as Direct (D). The derivative is exercisable only upon termination, retirement, or other plan-permitted events and is not actual share ownership but a notional interest. The Form 4 was signed by Stacy Standridge on 09/05/2025.

Positive

  • Disclosure compliance: Form 4 filed timely and signed, providing transparency on insider plan holdings
  • Clarity on instrument: Filing explicitly states the derivative is not actual share ownership and notes exercise conditions

Negative

  • None.

Insights

TL;DR: Routine disclosure of notional plan holdings tied to MCI shares; no change in actual share ownership disclosed.

This Form 4 documents a J-code transaction reflecting participation in a non-qualified deferred compensation plan whose value is linked to MCI common shares. The instrument is explicitly not actual equity and is exercisable only upon termination or other plan events, which limits immediate economic exposure and voting rights. The filing meets Section 16 reporting requirements and provides transparency on officer-linked plan allocations but does not indicate an open-market purchase or sale of MCI common stock.

TL;DR: Disclosure is informational and procedural; it signals internal compensation deferral activity rather than active insider trading.

The report shows the reporting person holds a notional derivative equivalent of 88.6885 shares valued at $21.38, with 8,817.56 shares of beneficial interest reported post-transaction. Because the instrument is plan-based and not actual share ownership, governance implications such as voting or direct control are not changed. The filing is consistent with routine disclosures for deferred compensation arrangements linked to company stock performance.

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)
09/04/2025
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) 09/04/2025 J(2) 88.6885 (1) (1) Common Shares ("Shares of Beneficial Interest") 88.6885 $21.38 8,817.56 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 09/05/2025
** 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 participation in a MassMutual non-qualified thrift plan tied to MCI shares representing 88.6885 notional shares at a basis of $21.38, with 8,817.56 shares of beneficial interest reported following the transaction.

Does the Form 4 show an actual purchase or sale of MCI common stock?

No. The filing describes a notional derivative linked to a deferred compensation plan, not an open-market purchase or sale of actual shares.

When was the transaction dated and when was the Form 4 signed?

The transaction date is 09/04/2025 and the Form 4 was signed on 09/05/2025.

What are the exercise conditions for the reported derivative?

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

What relationship does the reporting person have to the issuer?

The filing identifies the reporting person as an Officer and lists an advisory/board role under 'Other' in relation to the issuer.
Barings Corporate Investors

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