Willow Lane Acquisition (WLIIU) sponsor acquires 370,305 Class A shares at $10

Rhea-AI Filing Summary

Willow Lane Acquisition Corp. II reported an insider purchase of Class A ordinary shares associated with its sponsor. Willow Lane Sponsor II, LLC acquired 370,305 Class A ordinary shares at $10.00 per share, and is the record holder of these securities. B. Luke Weil, the company’s Chief Executive Officer and managing member of the sponsor, may be deemed to beneficially own these shares through the sponsor but disclaims beneficial ownership beyond any pecuniary interest.

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^*

Willow Lane Sponsor II, LLC

(Last) (First) (Middle)

C/O WILLOW LANE ACQUISITION CORP. II

250 WEST 57TH STREET SUITE 415

(Street)

NEW YORK NY 10107

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Willow Lane Acquisition Corp. II [ WLIIU ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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
Class A ordinary shares	02/17/2026		P		370,305(1)	A	$10	370,305(2)	D(2)

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

1. Name and Address of Reporting Person^*

Willow Lane Sponsor II, LLC

(Last) (First) (Middle)

C/O WILLOW LANE ACQUISITION CORP. II

250 WEST 57TH STREET SUITE 415

(Street)

NEW YORK NY 10107

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Weil B. Luke

(Last) (First) (Middle)

C/O WILLOW LANE ACQUISITION CORP. II

250 WEST 57TH STREET SUITE 415

(Street)

NEW YORK NY 10107

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

Explanation of Responses:

1. Represents shares underlying units (each unit consisting of one Class A ordinary share and one-fourth of one warrant, each whole warrant exercisable to purchase one Class A ordinary share) directly held by Willow Lane Sponsor II, LLC (the "Sponsor"), and which were acquired pursuant to a Private Placement Units Purchase Agreement by and between the Sponsor and Willow Lane Acquisition Corp. II (the "Issuer"). Does not include 5,259,857 Class B ordinary shares, which shares will automatically convert into Class A ordinary shares concurrently with or immediately following the Issuer's initial business combination or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-292597).

2. The Sponsor is the record holder of such shares. B. Luke Weil, as the managing member of the Sponsor, holds voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. As such, Mr. Weil may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Weil disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

	/s/ B. Luke Weil as Managing Member of Willow Lane Acquisition Sponsor II, LLC	02/19/2026
	/s/ B. Luke Weil	02/19/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Willow Lane Acquisition Corp. II (WLIIU) report?

Willow Lane Acquisition Corp. II reported an insider-related purchase where Willow Lane Sponsor II, LLC acquired 370,305 Class A ordinary shares. These shares are held by the sponsor as record holder under a private placement units purchase arrangement with the company.

How many Willow Lane Acquisition Corp. II (WLIIU) shares were bought in this Form 4?

The sponsor entity acquired 370,305 Class A ordinary shares. This amount reflects shares underlying units directly held by Willow Lane Sponsor II, LLC, as disclosed in the Form 4 filing’s transaction and related footnotes.

What was the purchase price in the Willow Lane Acquisition Corp. II (WLIIU) Form 4 transaction?

The reported transaction price was $10.00 per Class A ordinary share. This price applies to the 370,305 Class A shares underlying units acquired and directly held by Willow Lane Sponsor II, LLC according to the Form 4 data.

Who is the record holder of the WLIIU shares reported in this Form 4?

Willow Lane Sponsor II, LLC is the record holder of the reported Class A ordinary shares. The filing notes that the sponsor directly holds the units whose underlying shares are reported in this insider transaction.

What is B. Luke Weil’s relationship to the WLIIU shares in this Form 4?

B. Luke Weil is the managing member of Willow Lane Sponsor II, LLC and has voting and investment discretion over the sponsor’s shares. He may be deemed a beneficial owner but expressly disclaims ownership beyond any pecuniary interest.

Does the Form 4 include Willow Lane Acquisition Corp. II (WLIIU) Class B shares?

The footnotes state that the reported amount does not include 5,259,857 Class B ordinary shares. Those Class B shares are separate and are expected to automatically convert into Class A ordinary shares in connection with the company’s initial business combination.