Sit entities hold 27.8% of MFS Government (NYSE: MGF) shares

Rhea-AI Filing Summary

Sit Investment Associates, Inc. and Sit Fixed Income Advisors II, LLC filed Amendment No. 2 to a Schedule 13D updating their ownership in MFS Government Markets Income Trust. They report beneficial ownership of 9,072,498 common shares, representing 27.8% of the fund.

Their reported holdings are based on 32,590,193 shares outstanding as of November 30, 2025, as disclosed in the issuer’s Form N-CSR. The Sit entities have shared power to vote and dispose of these shares, while individual client accounts each hold under 5% and their directors and executive officers do not own shares directly.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

MFS GOVERNMENT MARKETS INCOME TRUST

(Name of Issuer)

Common Stock

(Title of Class of Securities)

552939100

(CUSIP Number)

Paul E. Rasmussen
80 South Eighth Street, Suite 3300,
Minneapolis, MN, 55402-4130
612-332-3223

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/17/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 552939100

1

Name of reporting person

Sit Investment Associates, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MINNESOTA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,072,498.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,072,498.00

11

Aggregate amount beneficially owned by each reporting person

9,072,498.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

27.8 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP Number(s): 552939100

1

Name of reporting person

Sit Fixed Income Advisors II, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,072,498.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,072,498.00

11

Aggregate amount beneficially owned by each reporting person

9,072,498.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

27.8 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: MFS GOVERNMENT MARKETS INCOME TRUST
(c)	Address of Issuer's Principal Executive Offices: 111 Huntington Avenue, 24th Floor, Boston, MASSACHUSETTS , 02199.
Item 1 Comment: This Amendment No. 2 ("Amendment") amends and supplements the statement on Schedule 13D filed on February 24, 2026, and amended by Amendment No. 1 filed on March 11, 2026 (as amended, the "Original Schedule 13D" and, as amended by this Amendment, the "Schedule 13D"), relating to the shares of Common Stock ("Shares)" of MFS Government Markets Income Trust (the "Issuer"). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Original Schedule 13D. Except as specifically provided herein, each Item of the Original Schedule 13D remains unchanged.
Item 5.	Interest in Securities of the Issuer
(a)	See responses on each cover page of this Schedule 13D for the aggregate number of Shares and percentages of the Shares beneficially owned by each of the Reporting Persons. The aggregate percentage of Shares reported owned by Sit Entities herein is based upon 32,590,193 Shares outstanding as of November 30, 2025, which is the total number of Shares outstanding as reported in the Issuer's Form N-CSR.
(b)	See responses on each cover page of this Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole of shared power to dispose or to direct the disposition. Each of the Sit Entities may be deemed to have shared power to vote and dispose of such Shares. However, none of SIA's or SFI's client accounts own more than 5% of the shares outstanding, and none of SIA's or SFI's directors or executive officers own shares directly.
(c)	Transactions in Shares effected during the past 60 days by the Sit Entities are set forth in Exhibit A.
(d)	The clients of SIA and SFI have the right to participate in the receipt of dividends from, or proceeds from the sales of, the Shares held for their respective accounts.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A: Schedule of Transactions in Shares by Sit Entities during the past 60 days

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Sit Investment Associates, Inc.

Signature:	/s/ Roger J. Sit
Name/Title:	Roger J. Sit, Chairman & CEO
Date:	03/19/2026

Sit Fixed Income Advisors II, LLC

Signature:	/s/ Roger J. Sit
Name/Title:	Roger J. Sit, Chairman & CEO
Date:	03/19/2026

FAQ

What ownership stake in MGF does Sit report in this Schedule 13D/A?

Sit Investment Associates and Sit Fixed Income Advisors II report beneficial ownership of 9,072,498 MGF shares, equal to 27.8% of the fund’s common stock. This percentage is calculated using 32,590,193 shares outstanding as of November 30, 2025, from the issuer’s Form N-CSR.

Who are the reporting persons in the MGF Schedule 13D/A Amendment No. 2?

The reporting persons are Sit Investment Associates, Inc. and Sit Fixed Income Advisors II, LLC. Both entities disclose shared voting and dispositive power over 9,072,498 common shares of MFS Government Markets Income Trust held for their client accounts.

How is the 27.8% ownership in MGF calculated in this filing?

The 27.8% stake is based on 9,072,498 shares beneficially owned out of 32,590,193 MGF shares outstanding. The outstanding share count comes from MFS Government Markets Income Trust’s Form N-CSR as of November 30, 2025.

Do Sit’s individual client accounts exceed 5% ownership in MGF?

No, the filing states that none of SIA’s or SFI’s client accounts own more than 5% of MGF’s outstanding shares. The 27.8% position reflects aggregate beneficial ownership across client accounts managed by the Sit entities.

Do Sit’s directors or executive officers directly own MGF shares?

No, the filing notes that none of SIA’s or SFI’s directors or executive officers directly own shares of MGF. The disclosed beneficial ownership relates to shares held in client accounts managed by the Sit entities, not personal holdings.

What rights do Sit’s clients have regarding the MGF shares mentioned?

SIA and SFI’s clients are entitled to dividends and sale proceeds from the MGF shares held for their accounts. The filing explains that clients participate in income and proceeds generated by the 9,072,498 shares beneficially owned on their behalf.

What is the purpose of Amendment No. 2 to Sit’s MGF Schedule 13D?

Amendment No. 2 updates and supplements an earlier Schedule 13D regarding Sit’s holdings in MGF common stock. It confirms current beneficial ownership details while stating that other items from the original Schedule 13D remain unchanged except as specifically revised.