Sit entities (NYSE: MGF) disclose 9.45M-share, 29% stake in MFS Government Markets

Rhea-AI Filing Summary

Sit Investment Associates, Inc. and Sit Fixed Income Advisors II, LLC filed Amendment No. 3 to a Schedule 13D reporting their beneficial ownership of 9,448,005 shares of MFS Government Markets Income Trust common stock, representing 29% of the outstanding shares.

The Sit entities report shared voting and dispositive power over all 9,448,005 shares and no sole voting or dispositive power. The filing notes that underlying clients of the Sit entities have the right to dividends and sale proceeds, that no individual client account owns more than 5% of the fund’s shares, and that none of the Sit entities’ directors or executive officers hold shares directly.

Insights

Institutional ownership & governance analyst

Sit entities disclose a sizeable 29% stake with shared control and distributed client ownership.

The filing shows Sit Investment Associates and Sit Fixed Income Advisors II beneficially own 9,448,005 shares of MFS Government Markets Income Trust, or 29% of the fund’s common stock, based on 32,590,193 shares outstanding as of November 30, 2025.

Both entities report shared voting and dispositive power over the entire position, indicating coordinated control across managed accounts. However, the filing specifies that no single client account exceeds 5% ownership, and the firms’ directors and executive officers do not hold shares directly, so economic exposure is widely spread among clients.

This is an amendment to an existing Schedule 13D, updating disclosure rather than initiating a new stake. The position size suggests meaningful influence potential in shareholder matters, while ongoing details of transactions are referenced in Exhibit A for activity during the 60 days before the stated event date.

Key Figures

Shares beneficially owned: 9,448,005 shares Ownership percentage: 29% of class Shares outstanding: 32,590,193 shares +4 more

7 metrics

Shares beneficially owned 9,448,005 shares Aggregate beneficial ownership reported by each Sit entity

Ownership percentage 29% of class Percent of MGF common shares represented by 9,448,005 shares

Shares outstanding 32,590,193 shares MGF shares outstanding as of November 30, 2025, from Form N-CSR

Shared voting power 9,448,005 shares Shares over which each Sit entity has shared voting power

Shared dispositive power 9,448,005 shares Shares over which each Sit entity has shared dispositive power

Sole voting power 0 shares Shares over which Sit entities have sole voting power

Sole dispositive power 0 shares Shares over which Sit entities have sole dispositive power

Key Terms

Schedule 13D, beneficially owned, shared voting power, shared dispositive power, +2 more

6 terms

Schedule 13D regulatory

"This Amendment No. 3 ("Amendment") amends and supplements the statement on filed on February 24, 2026"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owned financial

"for the aggregate number of Shares and percentages of the Shares beneficially owned by each of the Reporting Persons"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shared voting power financial

"Shared Voting Power 9,448,005.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared Dispositive Power 9,448,005.00"

Form N-CSR regulatory

"Shares outstanding as reported in the Issuer's Form N-CSR"

Form N-CSR is a regulatory filing that U.S.-registered investment funds use to deliver certified shareholder reports to regulators and the public, including audited financial statements, a snapshot of portfolio holdings, fee and performance information, and governance disclosures. For investors it acts like a fund’s report card and safety check—providing verified details needed to assess a fund’s financial health, costs, holdings and compliance so you can compare funds, monitor risks and spot red flags.

aggregate percentage of Shares financial

"The aggregate percentage of Shares reported owned by Sit Entities herein is based upon 32,590,193 Shares outstanding"

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Accepted by SEC EDGAR 04/22/2026 - 03:25 PM Learn about SEC filing dates

FAQ

What stake do the Sit entities report in MFS Government Markets Income Trust (MGF)?

The Sit entities report beneficial ownership of 9,448,005 common shares of MFS Government Markets Income Trust. This represents 29% of the fund’s outstanding shares, based on 32,590,193 shares outstanding as of November 30, 2025, reported in the issuer’s Form N-CSR.

Which Sit entities are reporting ownership in MFS Government Markets Income Trust (MGF)?

The filing identifies Sit Investment Associates, Inc. and Sit Fixed Income Advisors II, LLC as the reporting persons. Both are institutional investment managers that together report beneficial ownership and shared voting and dispositive power over 9,448,005 MGF common shares.

Do the Sit entities have sole or shared voting power over MGF shares?

The Sit entities report 0 shares with sole voting or dispositive power and 9,448,005 shares with shared voting and shared dispositive power. This means decisions to vote or sell these MGF shares are made on a shared basis across the Sit entities’ managed accounts.

How concentrated is client ownership behind the Sit entities’ MGF position?

The filing states that no client account of Sit Investment Associates or Sit Fixed Income Advisors II owns more than 5% of MGF’s outstanding shares. Economic benefits, such as dividends and sale proceeds, belong to these underlying clients holding shares in their accounts.

Do Sit entities’ directors or officers personally own MFS Government Markets Income Trust (MGF) shares?

The disclosure notes that none of the directors or executive officers of Sit Investment Associates or Sit Fixed Income Advisors II own MGF shares directly. Beneficial ownership is attributed to the Sit entities on behalf of their investment advisory clients, not to insiders personally.

What period does Exhibit A cover in the Sit entities’ 13D/A for MGF?

Exhibit A is described as a schedule of transactions in MGF shares by the Sit entities during the past 60 days. It lists specific trades made over that period, complementing the aggregate ownership and control figures summarized in the main body of the filing.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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)

04/20/2026

(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 9,448,005.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,448,005.00

11

Aggregate amount beneficially owned by each reporting person

9,448,005.00

12

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

13

Percent of class represented by amount in Row (11)

29 %

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 9,448,005.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,448,005.00

11

Aggregate amount beneficially owned by each reporting person

9,448,005.00

12

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

13

Percent of class represented by amount in Row (11)

29 %

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. 3 ("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, and Amendment No. 2 filed on March 19, 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:	04/22/2026

Sit Fixed Income Advisors II, LLC

Signature:	/s/ Roger J. Sit
Name/Title:	Roger J. Sit, Chairman & CEO
Date:	04/22/2026