Morgan Stanley (NCZ) reports 8.0% stake in Virtus 5.50% preferred shares

Rhea-AI Filing Summary

Morgan Stanley and Morgan Stanley Smith Barney LLC report beneficial ownership of the 5.50% Series A Cumulative Preferred Shares of Virtus Convertible & Income Fund.

The filing states aggregate beneficial ownership of 347,683 preferred shares, representing 8.0% of this class3 shares reported as shared voting power and 347,683 shares as shared dispositive power, and no sole voting or dispositive power. The entities file jointly as Delaware organizations under a parent holding company structure, with subsidiary identification information provided in an exhibit.

Key Figures

Beneficial ownership: 347,683 shares Percent of class: 8.0% Shared voting power: 3 shares +2 more

5 metrics

Beneficial ownership 347,683 shares 5.50% Series A Cumulative Preferred Shares beneficially owned

Percent of class 8.0% Percentage of 5.50% Series A Cumulative Preferred Shares class

Shared voting power 3 shares Number of preferred shares with shared voting power

Shared dispositive power 347,683 shares Number of preferred shares with shared dispositive power

CUSIP 92838U702 Identifier for 5.50% Series A Cumulative Preferred Shares

Key Terms

beneficially owned, Cumulative Preferred Shares, shared dispositive power, parent holding company, +1 more

5 terms

beneficially owned financial

"this filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned"

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.

Cumulative Preferred Shares financial

"Title of class of securities: 5.50% Series A Cumulative Preferred Shares"

Cumulative preferred shares are a class of stock that pays regular fixed payments to holders and keeps a running total of any missed payments, which the company must clear before paying common shareholders. Think of it like a savings account that records skipped interest so the owner gets owed amounts later; this gives investors a steadier income and extra protection compared with common stock, though with limited upside potential.

shared dispositive power financial

"Shared Dispositive Power 347,683.00"

parent holding company financial

"If a parent holding company has filed this schedule"

Joint Filing Agreement regulatory

"99.1 Joint Filing Agreement"

FAQ

What ownership stake in NCZ’s preferred shares does Morgan Stanley report?

Morgan Stanley and Morgan Stanley Smith Barney LLC report beneficial ownership of 347,683 5.50% Series A Cumulative Preferred Shares, representing 8.0% of that preferred share class of Virtus Convertible & Income Fund.

Which NCZ security is covered in this Schedule 13G/A filing?

The filing covers NCZ’s 5.50% Series A Cumulative Preferred Shares, identified by CUSIP 92838U702, issued by Virtus Convertible & Income Fund, with Morgan Stanley entities reporting beneficial ownership.

How much voting power over NCZ’s preferred shares is reported by Morgan Stanley?

The reporting entities disclose 0 shares with sole voting power and 3 shares with shared voting power for the 5.50% Series A Cumulative Preferred Shares of Virtus Convertible & Income Fund.

What dispositive power over NCZ’s preferred shares do the Morgan Stanley entities report?

They report 0 shares with sole dispositive power and 347,683 shares with shared dispositive power over the 5.50% Series A Cumulative Preferred Shares of Virtus Convertible & Income Fund.

Which entities jointly file this NCZ Schedule 13G/A and where are they organized?

The joint filers are Morgan Stanley and Morgan Stanley Smith Barney LLC, each organized in Delaware, with principal business offices at 1585 Broadway, New York, NY 10036.

How is the 8.0% ownership in NCZ’s preferred shares described?

The filing states that the reporting persons beneficially own 8.0% of the 5.50% Series A Cumulative Preferred Shares, based on the class outstanding as referenced in the ownership section.

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Available on EDGAR 08/13/2026 - 05:45 PM Accepted by SEC EDGAR 08/13/2026 - 05:44 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Virtus Convertible & Income Fund II

(Name of Issuer)

5.50% Series A Cumulative Preferred Shares

(Title of Class of Securities)

92838U702

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 92838U702

1

Names of Reporting Persons

Morgan Stanley

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 347,683.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

347,683.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.0 %

12

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13G

CUSIP Number(s): 92838U702

1

Names of Reporting Persons

Morgan Stanley Smith Barney LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 347,683.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

347,683.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.0 %

12

Type of Reporting Person (See Instructions)

BD, IA, CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Virtus Convertible & Income Fund II
(b)	Address of issuer's principal executive offices: 101 MUNSON STREET, GREENFIELD, MA, 01301
Item 2.
(a)	Name of person filing: 1: Morgan Stanley 2: Morgan Stanley Smith Barney LLC
(b)	Address or principal business office or, if none, residence: 1: 1585 Broadway, New York, NY 10036 ;2: 1585 Broadway, New York, NY 10036
(c)	Citizenship: 1: Delaware 2: Delaware
(d)	Title of class of securities: 5.50% Series A Cumulative Preferred Shares
(e)	CUSIP No.: 92838U702
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).
(b)	Percent of class: 8.0 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).
	(ii) Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).
	(iii) Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).
	(iv) Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Exhibit 99.2
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. * In Accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by certain operating units (collectively, the "MS Reporting Units") of Morgan Stanley and its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Release.

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.

Morgan Stanley

Signature:	Claire Gordon
Name/Title:	Authorized Signatory, Morgan Stanley
Date:	08/13/2026

Morgan Stanley Smith Barney LLC

Signature:	David Galasso
Name/Title:	Authorized Signatory, Morgan Stanley Smith Barney LLC
Date:	08/13/2026

Exhibit Information

EXHIBIT NO. EXHIBITS ------------------ ------------------------------------ 99.1 Joint Filing Agreement 99.2 Item 7 Information * Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).