RiverNorth Flexible Municipal Income (NYSE: RFMZ) insider Form 4 shows tiny stock sale

Rhea-AI Filing Summary

RiverNorth Flexible Municipal Income Fund II, Inc. (RFMZ) reported an insider transaction by portfolio manager and reporting person Robert A. DiMella. On 11/25/2025, he reported a sale of 0.0125 shares of common stock at a price of $12.73 per share. Following this very small transaction, the filing shows he beneficially owns 0 shares of the fund’s common stock.

The Form 4 is filed for one reporting person and identifies his relationship to the fund as a portfolio manager and “Other” insider, with the form signed by an attorney-in-fact on his behalf.

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
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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

299 PARK AVENUE, 32ND FLOOR

(Street)

NEW YORK NY 10171

(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)
11/25/2025

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	11/25/2025		S		0.0125	D	$12.73	0	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:

	/s/ Chris Fitzgerald, Managing Director and CCO, as attorney-in-fact for Robert A. DiMella	12/01/2025
	** 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 report in this Form 4?

The fund reported that insider and portfolio manager Robert A. DiMella sold 0.0125 shares of common stock of RiverNorth Flexible Municipal Income Fund II, Inc. on 11/25/2025.

At what price were the RFMZ shares sold in this insider transaction?

The 0.0125 shares of RFMZ common stock were sold at a price of $12.73 per share.

How many RFMZ shares does the insider own after this transaction?

After the reported sale, the Form 4 shows that the reporting person beneficially owns 0 shares of RiverNorth Flexible Municipal Income Fund II, Inc. common stock.

What is the relationship of the reporting person to RiverNorth Flexible Municipal Income Fund II, Inc. (RFMZ)?

The reporting person is identified as an insider with the role Portfolio Manager, with the "Other" relationship box checked on the Form 4.

Was this RFMZ Form 4 filed for one insider or multiple insiders?

The filing indicates that it is a Form filed by One Reporting Person, not a joint filing by multiple insiders.

Who signed the RFMZ Form 4 and in what capacity?

The Form 4 was signed by /s/ Chris Fitzgerald, Managing Director and CCO, acting as attorney-in-fact for Robert A. DiMella on 12/01/2025.