First Trust funds disclose passive sub‑5% Vine Hill Capital (VCIC) holdings

Rhea-AI Filing Summary

Vine Hill Capital Investment Corp. received an updated ownership report from several First Trust entities showing sub‑5% passive stakes in its Class A ordinary shares. First Trust Merger Arbitrage Fund reports beneficial ownership of 643,428 shares, representing 2.92% of the class. First Trust Capital Management L.P., First Trust Capital Solutions L.P., and FTCS Sub GP LLC collectively report beneficial ownership of 760,310 shares, or about 3.45–3.46% of the class. The reporting persons state the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

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Accepted by SEC EDGAR 02/13/2026 - 04:05 PM Learn about SEC filing dates

FAQ

What does the Schedule 13G/A filing report for Vine Hill Capital (VCIC)?

The filing reports updated ownership by First Trust entities in Vine Hill Capital’s Class A ordinary shares. It shows passive institutional positions below 5% of the share class, indicating significant but non‑controlling stakes held in the ordinary course of business.

How many Vine Hill Capital (VCIC) shares does First Trust Merger Arbitrage Fund own?

First Trust Merger Arbitrage Fund reports beneficial ownership of 643,428 Vine Hill Capital Class A ordinary shares. This stake represents 2.92% of the outstanding class, giving the fund a meaningful but clearly non‑controlling interest in the company’s equity.

What percentage of Vine Hill Capital (VCIC) is owned by other First Trust entities?

First Trust Capital Management L.P., First Trust Capital Solutions L.P., and FTCS Sub GP LLC collectively report beneficial ownership of 760,310 Class A ordinary shares. This position represents approximately 3.45–3.46% of the outstanding share class, remaining below the 5% threshold.

Are the First Trust holdings in Vine Hill Capital (VCIC) considered passive?

Yes. The reporting persons certify the securities were acquired and are held in the ordinary course of business. They state the holdings are not intended to change or influence control of Vine Hill Capital, consistent with a passive investment posture under Schedule 13G.

Why is Vine Hill Capital (VCIC) reporting ownership of 5 percent or less?

Item 5 confirms the reporting persons each hold 5 percent or less of Vine Hill Capital’s Class A ordinary shares. Remaining under this threshold signals sizeable institutional positions without crossing into levels typically associated with potential control or activist influence.

Who signed the Vine Hill Capital (VCIC) Schedule 13G/A on behalf of the reporting persons?

The filing is signed by Joy Ausili, acting as Trustee, Vice President and Assistant Secretary, and by Chad Eisenberg, Chief Operating Officer. Their signatures certify the accuracy and completeness of the ownership information disclosed for the First Trust reporting entities.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Vine Hill Capital Investment Corp.

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share ("Ordinary Shares")

(Title of Class of Securities)

G93Y09107

(CUSIP Number)

12/31/2025

(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)

SCHEDULE 13G

CUSIP No. G93Y09107

1

Names of Reporting Persons

First Trust Merger Arbitrage Fund

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 643,428.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 643,428.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

643,428.00

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)

2.92 %

12

Type of Reporting Person (See Instructions)

IV

SCHEDULE 13G

CUSIP No. G93Y09107

1

Names of Reporting Persons

First Trust Capital Management L.P.

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 760,310.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 760,310.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

760,310.00

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)

3.46 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. G93Y09107

1

Names of Reporting Persons

First Trust Capital Solutions L.P.

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 760,310.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 760,310.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

760,310.00

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)

3.46 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

CUSIP No. G93Y09107

1

Names of Reporting Persons

FTCS Sub GP 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 760,310.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 760,310.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

760,310.00

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)

3.46 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Vine Hill Capital Investment Corp.
(b)	Address of issuer's principal executive offices: 500 E. BROWARD BLVD., SUITE 900, FORT LAUDERDALE, FL, 33394
Item 2.
(a)	Name of person filing: This Schedule 13G/A is being filed jointly by First Trust Merger Arbitrage Fund ("VARBX"), First Trust Capital Management L.P. ("FTCM"), First Trust Capital Solutions L.P. ("FTCS") and FTCS Sub GP LLC ("Sub GP"). (1) VARBX, a series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940. (2) FTCM, an investment adviser registered with the SEC that provides investment advisory services to, among others, (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940, specifically First Trust Multi-Strategy Fund and VARBX, (ii) First Trust Alternative Opportunities Fund, an investment company registered under the Investment Company Act of 1940 and (iii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company (collectively, the "Client Accounts"). (3) FTCS, a Delaware limited partnership and control person of FTCM. (4) Sub GP, a Delaware limited liability company and control person of FTCM. Each of the persons identified herein is referred to as a "Reporting Person" and, collectively, as the "Reporting Persons." Each of the Reporting Persons is a party to that certain Joint Filing Statement attached hereto.
(b)	Address or principal business office or, if none, residence: The principal business address of FTCM, FTCS and Sub GP is 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606. The principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212.
(c)	Citizenship: United States
(d)	Title of class of securities: Class A Ordinary Shares, par value $0.0001 per share ("Ordinary Shares")
(e)	CUSIP No.: G93Y09107
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: As investment adviser to the Client Accounts, FTCM has the authority to invest the funds of the Client Accounts in securities (including Ordinary Shares of Vine Hill Capital Investment Corp (the "Issuer")) as well as the authority to purchase, vote and dispose of securities, and may thus be deemed the beneficial owner of any shares of the Issuer's Ordinary Shares held in the Client Accounts. As of December 31, 2025 VARBX owned 643,428 shares of the outstanding Ordinary Shares of the Issuer, while FTCM, FTCS and Sub GP collectively owned 760,310 shares of the outstanding Ordinary Shares of the Issuer. FTCS and Sub GP may be deemed to control FTCM and therefore may be deemed to be beneficial owners of the Ordinary Shares reported in this Schedule 13G/A. No one individual controls FTCS or Sub GP. FTCS and Sub GP do not own any Ordinary Shares of the Issuer for their own accounts.
(b)	Percent of class: VARBX: 2.92% FTCM, FTCS and Sub GP: 3.45%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: VARBX: 643,428 FTCM, FTCS and Sub GP: 760,310
	(ii) Shared power to vote or to direct the vote: VARBX: 0 FTCM, FTCS and Sub GP: 0
	(iii) Sole power to dispose or to direct the disposition of: VARBX: 643,428 FTCM, FTCS and Sub GP: 760,310
	(iv) Shared power to dispose or to direct the disposition of: VARBX: 0 FTCM, FTCS and Sub GP: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 4.
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 Item 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.

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.

First Trust Merger Arbitrage Fund

Signature:	/s/ Joy Ausili
Name/Title:	Trustee, Vice President and Assistant Secretary
Date:	02/13/2026

First Trust Capital Management L.P.

Signature:	/s/ Chad Eisenberg
Name/Title:	Chief Operating Officer
Date:	02/13/2026

First Trust Capital Solutions L.P.

Signature:	/s/ Chad Eisenberg
Name/Title:	Chief Operating Officer
Date:	02/13/2026

FTCS Sub GP LLC

Signature:	/s/ Chad Eisenberg
Name/Title:	Chief Operating Officer
Date:	02/13/2026

Exhibit Information

Exhibit I: Joint Filing Statement