[Form 4] RiverNorth Flexible Municipal Income Fund II, Inc. Insider Trading Activity

Rhea-AI Filing Summary

RiverNorth Flexible Municipal Income Fund II (RFMZ) filed a Form 4 disclosing insider activity by Portfolio Manager Stephen A. O'Neill.

• On 07/18/2025 he purchased 5,000 common shares in two open-market transactions at an average price of $12.57 per share (prices: $12.5691 & $12.57).
• O'Neill's direct ownership rose to 30,000 shares after the trades, up from 25,000.
• No shares were sold and no derivative transactions were reported.

The filing signals incremental insider confidence but involves a relatively small dollar amount (~$62.9 k).

Insights

Financial Analyst

TL;DR Small insider buy; mildly positive sentiment, but financially immaterial.

O'Neill added 5,000 shares at an average $12.57, spending about $62.9 k. His stake now totals 30,000 shares. Because the purchase size is modest and no sales occurred, the signal is directionally positive yet unlikely to influence RFMZ’s valuation, liquidity, or governance dynamics. I classify the event as routine and not materially impactful for most investors.

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).

1. Name and Address of Reporting Person^*

O'Neill Stephen Andrew

(Last) (First) (Middle)

360 S. ROSEMARY AVE.

SUITE 1420

(Street)

WEST PALM BEACH FL 33401

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RiverNorth Flexible Municipal Income Fund II, Inc. [ RFMZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Portfolio Manager

3. Date of Earliest Transaction (Month/Day/Year)
07/18/2025

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
Common Shares of Beneficial Interest	07/18/2025	07/18/2025	P		2,000	A	$12.5691	27,000	D
Common Shares of Beneficial Interest	07/18/2025	07/18/2025	P		3,000	A	$12.57	30,000	D

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

Explanation of Responses:

	Steve O'Neill	07/21/2025
	** 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 insider activity was reported for RFMZ on 07/18/2025?

Portfolio Manager Stephen A. O'Neill bought 5,000 common shares in two open-market transactions.

At what price were the RFMZ shares purchased?

The shares were acquired at prices of $12.5691 and $12.57, averaging roughly $12.57 per share.

How many RFMZ shares does the insider now own?

After the transactions, O'Neill directly owns 30,000 common shares.

Were any shares sold or any derivatives involved?

No. The Form 4 lists only purchases and shows no derivative securities activity.

What is the total dollar value of the insider purchase?

Approximately $62,850, calculated as 5,000 shares multiplied by the $12.57 average purchase price.