RiverNorth Flexible Municipal Income Fund II insider share sale filed

Rhea-AI Filing Summary

RiverNorth Flexible Municipal Income Fund II, Inc. (RFMZ)11/20/2025, he reported a sale of 10,061 shares of RFMZ common stock in an open-market transaction at a reported price of $12.786 per share. The shares were sold in multiple trades that day, with prices ranging from $12.7793 to $12.8200. The filing notes that full details on the number of shares sold at each individual price level are available upon request by regulators, the issuer, or its security holders.

11/24/2025 - 08:15 PM

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DIMELLA ROBERT A

(Last) (First) (Middle)

C/O MACKAY SHIELDS LLC

1345 AVENUE OF THE AMERICAS, 42ND FLOOR

(Street)

NEW YORK NY 10105

(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)
11/20/2025

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 Stock	11/20/2025		S		10,061	D	$12.786(1)	0.0125	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:

1. The shares were sold in multiple transactions. The range of prices for the transactions reported on November 20, 2025 was $12.7793 to $12.8200. The Reporting Person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

	/s/ Chris Fitzgerald, Managing Director and CCO, as attorney-in-fact for Robert A. DiMella	11/24/2025
	** 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 transaction did RFMZ disclose in this Form 4?

The Form 4 reports that portfolio manager Robert A. DiMella sold 10,061 shares of RiverNorth Flexible Municipal Income Fund II, Inc. (RFMZ) common stock.

On what date did the RFMZ insider share sale occur?

The reported sale of RFMZ common stock by Robert A. DiMella took place on 11/20/2025.

At what price were the RFMZ shares sold in the reported transaction?

The Form 4 lists a transaction price of $12.786 per share for the 10,061 shares of RFMZ common stock sold by Robert A. DiMella.

What price range is disclosed for the RFMZ insider sale trades?

The filing states that the RFMZ shares were sold in multiple transactions on November 20, 2025, with prices ranging from $12.7793 to $12.8200 per share.

What is Robert A. DiMella’s reported relationship to RFMZ?

The Form 4 describes the reporting person’s relationship to RFMZ as Other – Portfolio Manager, rather than director, officer, or 10% owner.

Can investors obtain detailed trade-level data for the RFMZ insider sale?

Yes. The filing states that the reporting person will provide, upon request by Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.