Sit Entities Report 31.5% Stake in MFS Fund

SIT Investment Associates Inc. and SIT Fixed Income Advisors II LLC report beneficial ownership of 10,256,201 shares of MFS Government Markets Income Trust common stock, representing 31.5% of the class.

Rhea-AI Filing Summary

SIT Investment Associates Inc. and SIT Fixed Income Advisors II LLC report beneficial ownership of 10,256,201 shares of MFS Government Markets Income Trust common stock, representing 31.5% of the class. All voting and dispositive power over these shares is reported as shared, with no sole power.

The ownership percentage is based on 32,590,193 shares outstanding as of November 30, 2025, as reported in the issuer’s Form N-CSR. The firms state that none of their individual client accounts hold more than 5% of the fund’s outstanding shares and that none of their directors or executive officers hold shares directly.

Insights

Institutional ownership and governance analyst

Sit entities report a large, shared 31.5% stake without single control holders.

The Sit entities disclose beneficial ownership of 10,256,201 shares, or 31.5%, of MFS Government Markets Income Trust, with all voting and dispositive authority reported as shared. The stake size makes them a key institutional holder in this closed-end fund.

The filing clarifies that no individual client account exceeds 5% of outstanding shares and that directors and executive officers do not own shares directly. This suggests the position is dispersed across managed accounts rather than concentrated control, with future influence depending on how Sit votes on fund matters.

Key Figures

Beneficial ownership: 10,256,201 shares Ownership percentage: 31.5% Shares outstanding: 32,590,193 shares +3 more

6 metrics

Beneficial ownership 10,256,201 shares Common stock of MFS Government Markets Income Trust

Ownership percentage 31.5% Percent of class represented by beneficial ownership

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

Shared voting power 10,256,201 shares Shares over which Sit entities share voting authority

Shared dispositive power 10,256,201 shares Shares over which Sit entities share power to dispose

Event date 05/21/2026 Date of event requiring the amended Schedule 13D

Key Terms

beneficially owned, shared voting power, shared dispositive power, Schedule 13D, +1 more

5 terms

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 10,256,201.00"

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 10,256,201.00"

Schedule 13D regulatory

"previously filed a statement on Schedule 13G to report the acquisition"

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.

Form N-CSR regulatory

"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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

The Sit entities report beneficial ownership of 10,256,201 common shares, representing 31.5% of the outstanding class. This large stake is held with shared voting and dispositive power across client accounts they manage, making them a major institutional holder in the fund.

Who are the reporting persons in this Schedule 13D/A for MGF?

The reporting persons are SIT Investment Associates Inc. and SIT Fixed Income Advisors II LLC. Both entities report identical holdings and shared voting and dispositive power over the same 10,256,201 MFS Government Markets Income Trust shares on behalf of their clients.

How was the 31.5% ownership percentage in MGF calculated by the Sit entities?

The 31.5% ownership figure is based on 32,590,193 MFS Government Markets Income Trust shares outstanding as of November 30, 2025. That outstanding share count comes from the issuer’s Form N-CSR, which the Sit entities use to compute their percentage interest.

Do any individual Sit client accounts own more than 5% of MGF shares?

No individual client account exceeds 5% of MGF’s outstanding shares. The filing states that none of SIT Investment Associates or SIT Fixed Income Advisors II’s client accounts hold more than this threshold, indicating the position is spread across multiple managed accounts.

Do Sit directors or executive officers personally own MFS Government Markets Income Trust shares?

The filing explains that none of SIA’s or SFI’s directors or executive officers own shares directly. Beneficial ownership is attributed to the Sit entities through client accounts they manage, rather than personal holdings by their leadership team.

What voting and dispositive powers do the Sit entities report over MGF shares?

The Sit entities report zero sole voting or dispositive power and 10,256,201 shares of shared voting and shared dispositive power. This means decisions on voting and selling are exercised on a shared basis across the entities for client accounts.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/26/2026 - 11:22 AM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

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
612-332-3223

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

05/21/2026

(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 10,256,201.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,256,201.00

11

Aggregate amount beneficially owned by each reporting person

10,256,201.00

12

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

13

Percent of class represented by amount in Row (11)

31.5 %

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 /ADV

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 10,256,201.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,256,201.00

11

Aggregate amount beneficially owned by each reporting person

10,256,201.00

12

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

13

Percent of class represented by amount in Row (11)

31.5 %

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. 5 ("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, Amendment No. 2 filed on March 19, 2026, amendment No. 3 filed on April 22, 2026, and amendment No. 4 filed on May 12, 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:	05/26/2026

SIT FIXED INCOME ADVISORS II LLC /ADV

Signature:	/s/ Roger J. Sit
Name/Title:	Roger J. Sit, Chairman & CEO
Date:	05/26/2026