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[SCHEDULE 13G] Vine Hill Capital Investment Corp. II Passive Investment Disclosure (>5%)

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

Vine Hill Capital Sponsor II LLC and Nicholas Petruska have filed a beneficial ownership report on Vine Hill Capital Investment Corp. II. As of December 17, 2025, they may be deemed to beneficially own 7,666,667 Class B ordinary shares, automatically convertible into Class A ordinary shares.

These holdings represent 25% of the Class A ordinary shares, assuming conversion of all issued and outstanding Class B shares, based on 23,000,000 Class A and 7,666,667 Class B shares outstanding as of January 30, 2026. The filing notes shared voting and dispositive power through the sponsor entity, and excludes 5,500,000 Class A shares underlying warrants that are not exercisable within 60 days.

Positive

  • None.

Negative

  • None.





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




Comment for Type of Reporting Person: (1) See Item 4. The Reporting Person owns 7,666,667 Class B ordinary shares of the Issuer, which are automatically convertible into Class A ordinary shares of the Issuer, as more fully described under the heading "Description of Securities - Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333- 291793). Vine Hill Capital Sponsor II LLC is the record holder of the shares reported herein. Mr. Petruska is the managing member of Vine Hill Capital Sponsor II LLC. As such, Mr. Petruska may be deemed to have or share beneficial ownership of the Class B ordinary shares held directly by Vine Hill Capital Sponsor II LLC. Mr. Petruska disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest Mr. Petruska may have therein, directly or indirectly. (2) Excludes 5,500,000 Class A ordinary shares that may be purchased by exercising warrants that are not exercisable within 60 days hereof.


SCHEDULE 13G




Comment for Type of Reporting Person: (1) See Item 4. The Reporting Person beneficially owns 7,666,667 Class B ordinary shares of the Issuer, which are automatically convertible into Class A ordinary shares of the Issuer, as more fully described under the heading "Description of Securities - Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333- 291793). Vine Hill Capital Sponsor II LLC is the record holder of the shares reported herein. Mr. Petruska is the managing member of Vine Hill Capital Sponsor II LLC. As such, Mr. Petruska may be deemed to have or share beneficial ownership of the Class B ordinary shares held directly by Vine Hill Capital Sponsor II LLC. Mr. Petruska disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest Mr. Petruska may have therein, directly or indirectly. (2) Excludes 5,500,000 Class A ordinary shares that may be purchased by exercising warrants that are not exercisable within 60 days hereof.


SCHEDULE 13G



Vine Hill Capital Sponsor II LLC
Signature:/s/ Nicholas Petruska
Name/Title:Nicholas Petruska/Managing Member
Date:02/17/2026
Nicholas Petruska
Signature:/s/ Nicholas Petruska
Name/Title:Nicholas Petruska
Date:02/17/2026
Exhibit Information

Exhibit 99.1 - Joint Filing Agreement

FAQ

How many VHCP shares do Vine Hill Capital Sponsor II LLC and Nicholas Petruska beneficially own?

They beneficially own 7,666,667 Class B ordinary shares of VHCP, automatically convertible into Class A shares. This stake is calculated as 25% of Class A shares, assuming conversion of all Class B shares, based on the company’s reported share counts.

What percentage of Vine Hill Capital Investment Corp. II (VHCP) does the reporting group hold?

The reporting persons hold a 25% beneficial stake in VHCP’s Class A ordinary shares. This percentage assumes conversion of all issued and outstanding Class B shares and relies on 23,000,000 Class A and 7,666,667 Class B shares outstanding as of January 30, 2026.

Who are the reporting persons in the VHCP Schedule 13G filing?

The Schedule 13G for VHCP is filed jointly by Vine Hill Capital Sponsor II LLC and Nicholas Petruska. Vine Hill Capital Sponsor II LLC is the record holder of the shares, and Petruska is its managing member, which may give him shared beneficial ownership subject to stated disclaimers.

What type of VHCP securities are reported as beneficially owned in this Schedule 13G?

The filing reports 7,666,667 Class B ordinary shares of VHCP, which are automatically convertible into Class A ordinary shares. The ownership is disclosed in connection with the Class A ordinary share class, reflecting how the Class B shares convert into that class.

Does the VHCP Schedule 13G include warrants held by the reporting persons?

The filing explicitly excludes 5,500,000 VHCP Class A ordinary shares underlying warrants. These warrants are not exercisable within 60 days of the reporting date, so the underlying shares are not counted in the current beneficial ownership calculation disclosed in the document.

On what share counts is the 25% VHCP ownership calculation based?

The 25% figure is based on 23,000,000 Class A and 7,666,667 Class B VHCP shares outstanding as of January 30, 2026. These totals are taken from the company’s Form 10-Q for the quarter ended September 30, 2025, and used to compute the reported ownership percentage.
VINE HILL CAP INVTS CORP II

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