RiverNorth Flexible Municipal Income Fund II, Inc.: directors' dealings · United States · SEC (Form 4)

About RiverNorth Flexible Municipal Income Fund II, Inc.

RiverNorth Flexible Municipal Income Fund II, Inc. (ticker: RFMZ) is a U.S.-listed closed-end fund traded on the NYSE. It is organized as a Maryland corporation and registered as a diversified management investment company under the Investment Company Act of 1940. The fund commenced operations on February 24, 2021 following its initial public offering, which raised approximately $440 million of equity capital net of offering expenses. RFMZ is advised through RiverNorth Capital Management, LLC, a U.S. investment manager founded in 2000 and known for its opportunistic closed-end fund expertise and income-oriented strategies. RiverNorth’s business footprint is centered in the United States, with a presence in West Palm Beach, Florida, and historical ties to Chicago, Illinois. The fund’s primary investment objective is to provide current income exempt from regular U.S. federal income taxes, with a secondary objective of total return. Its structure is distinctive: rather than relying on a single sleeve, the portfolio is built around two complementary strategies. The Tactical Municipal Closed-End Fund strategy, managed by RiverNorth, seeks to capture value from discounts and premiums in municipal closed-end funds and selected municipal ETFs. The Municipal Bond Income strategy, managed by MacKay Shields LLC, primarily invests in municipal bonds. RiverNorth has discretion to adjust the allocation between these two sleeves as market conditions evolve, enabling the fund to balance tax-advantaged income generation with tactical flexibility. From a competitive standpoint, RFMZ sits in a specialized corner of the municipal bond market. Its differentiation lies in active allocation and closed-end fund arbitrage rather than in plain-vanilla passive exposure. That makes the vehicle particularly relevant for income investors who want municipal tax efficiency but also an active manager willing to shift capital toward the most attractive part of the municipal universe. The fund is part of the broader RiverNorth platform, which focuses on closed-end funds, tactical fixed income and other structured income strategies, giving it access to an established investment process and a recognized niche franchise. Geographically, the underlying exposure is overwhelmingly U.S.-based, since the portfolio invests in municipal credit in the United States. The issuer itself is also a U.S. company, and the listing venue is the NYSE in the United States. Recent reporting is notable for two points. First, the fund maintained its level distribution policy, with distributions set at 6.75% of the fund’s December 31, 2024 NAV. Second, the annual report for the fiscal year ended June 30, 2025 stated that 89.34% of distributions from net investment income were exempt from U.S. federal income tax. The annual report also highlighted healthy municipal credit fundamentals and favorable supply/demand conditions, while noting that RiverNorth can raise or reduce its exposure to municipal closed-end funds depending on relative valuations. In addition, recent SEC Form 4 activity reflects ongoing insider and affiliated-person transaction reporting, underscoring standard governance and regulatory transparency for the listed fund.