Form 8-K
8-K — FIRST TRUST SENIOR FLOATING RATE INCOME FUND II
Accession: 0001445546-26-003631
Filed: 2026-05-14
Period: 2026-05-14
CIK: 0001282850
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — fct_8k.htm (Primary)
EX-99 — PRESS RELEASE (ex_99.htm)
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8-K — CURRENT REPORT
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): May 14, 2026
______________________________
First Trust Senior Floating Rate Income Fund II
(Exact name of registrant as specified in its charter)
Massachusetts
811-21539
11-3716541
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
Identification No.)
120 East Liberty Drive, Suite 400
Wheaton, Illinois
(Address of principal executive offices)
60187
(zip code)
Registrant’s telephone number, including area
code: (630) 765-8000
______________________________________________________
(Former Name or Former Address, if Changed Since Last
Report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of class
Trading Symbol
Name of Exchange on which registered
Common stock, $0.01 par value per share
FCT
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure
On
May 14, 2026 , First Trust Advisors L.P. (“FTA”) announced today that its Leveraged Finance Investment Team,
portfolio manager for First Trust Senior Floating Rate Income Fund II (NYSE: FCT) (the “Fund” or “FCT”),
will release an update on the proposed reorganization (the
“Reorganization”) of the Fund into First Trust Flexible Income ETF
(“FFLX”), a newly formed exchange-traded fund organized as a separate series of First Trust Exchange-Traded Fund VIII,
for financial professionals and investors.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description
99.1
Press Release, dated May 14, 2026.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 14, 2026
FIRST TRUST SENIOR FLOATING RATE INCOME FUND II
By:
/s/ W. Scott Jardine
Name
W. Scott Jardine
Title:
Secretary
EXHIBIT INDEX
Exhibit
Number
Description
99.1
Press Release, dated May 14, 2026
EX-99 — PRESS RELEASE
EX-99
Filename: ex_99.htm · Sequence: 2
PRESS RELEASE
SOURCE: First Trust Advisors L.P.
First Trust Advisors L.P. Announces
Portfolio Manager Update Regarding the Reorganization of First Trust Senior Floating Rate Income Fund II
WHEATON, IL — (BUSINESS WIRE)
— May 14, 2026 — First Trust Advisors L.P. (“FTA”) announced today that its Leveraged Finance Investment Team,
portfolio manager for First Trust Senior Floating Rate Income Fund II (NYSE: FCT) (the “Fund” or “FCT”), will
release an update on the proposed reorganization (the “Reorganization”) of
the Fund into First Trust Flexible Income ETF (“FFLX”), a newly formed exchange-traded fund organized as a separate
series of First Trust Exchange-Traded Fund VIII, for financial professionals and investors. To listen to the update, click on the following
link:
FCT
Replay 5/18
The update will be available Monday, May 18, 2026,
at 5:00 P.M. Eastern Time until 5:00 P.M. Eastern Time on Wednesday, June 17, 2026.
FCT is a diversified, closed-end
management investment company. The Fund’s primary investment objective is to seek a high level of current income. As a secondary
objective, the Fund attempts to preserve capital. The Fund pursues these investment objectives by investing primarily in senior secured
floating-rate corporate loans. Under normal market conditions, the Fund will invest at least 80% of its Managed Assets in lower grade
debt instruments.
FTA is a federally registered investment
advisor and serves as the Fund’s investment advisor. FTA and its affiliate First Trust Portfolios L.P. (“FTP”), a FINRA
registered broker-dealer, are privately-held companies that provide a variety of investment services. FTA has collective assets under
management or supervision of approximately $319 billion as of March 31, 2026 through unit investment trusts, exchange-traded funds, closed-end
funds, mutual funds and separate managed accounts. FTA is the supervisor of the First Trust unit investment trusts, while FTP is the sponsor.
FTP is also a distributor of mutual fund shares and exchange-traded fund creation units. FTA and FTP are based in Wheaton, Illinois.
Principal
Risk Factors: Risks are inherent in all investing. Certain risks that are applicable to the Fund are identified below but not all
of the material risks relevant to the Fund are included below. The material risks of investing in the Fund are spelled out in its prospectus,
statement of additional information and other regulatory filings. The order of the below risk factors does not indicate the significance
of any particular risk factor.
Past performance is no assurance
of future results. Investment return and market value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more
or less than their original cost. There can be no assurance that the Fund’s investment objective will be achieved. The Fund may
not be appropriate for all investors.
Market risk is the risk that a particular
investment, or shares of a fund in general may fall in value. Investments held by the Fund are subject to market fluctuations caused by
real or perceived adverse economic conditions, political events, regulatory factors or market developments, changes in interest rates
and perceived trends in securities prices. Shares of a fund could decline in value or underperform other investments as a result. In addition,
local, regional or global events such as war, acts of terrorism, market manipulation, government defaults, government shutdowns, regulatory
actions, political changes, diplomatic developments, the imposition of sanctions and other similar measures, spread of infectious disease
or other public health issues, recessions, natural disasters or other events could have significant negative impact on a fund and its
investments.
Current market conditions risk is
the risk that a particular investment, or shares of the fund in general, may fall in value due to current market conditions. For example,
changes in governmental fiscal and regulatory policies, disruptions to banking and real estate markets, actual and threatened international
armed conflicts and hostilities, and public health crises, among other significant events, could have a material impact on the value of
the fund’s investments.
The Fund will typically invest in
senior loans rated below investment grade, which are commonly referred to as “junk” or “high-yield” securities
and considered speculative because of the credit risk of their issuers. Such issuers are more likely than investment grade issuers to
default on their payments of interest and principal owed to the Fund, and such defaults could reduce the Fund’s NAV and income distributions.
An economic downturn would generally lead to a higher non-payment rate, and a senior loan may lose significant market value before a default
occurs. Moreover, any specific collateral used to secure a senior loan may decline in value or become illiquid, which would adversely
affect the senior loan’s value.
The debt securities in which the
Fund invests are subject to certain risks, including issuer risk, reinvestment risk, prepayment risk, credit risk, liquidity risk and
interest rate risk. Issuer risk is the risk that the value of fixed-income securities may decline for a number of reasons which directly
relate to the issuer. Reinvestment risk is the risk that income from a fund’s portfolio will decline if a fund invests the proceeds
from matured, traded or called bonds at market interest rates that are below a fund portfolio’s current earnings rate. Prepayment
risk is the risk that, upon a prepayment, the actual outstanding debt on which a fund derives interest income will be reduced. Credit
risk is the risk that an issuer of a security will be unable or unwilling to make dividend, interest and/or principal payments when due
and that the value of a security may decline as a result. Interest rate risk is the risk that fixed-income securities will decline in
value because of changes in market interest rates.
The senior loan market has seen an
increase in loans with weaker lender protections which may impact recovery values and/or trading levels in the future. The absence of
financial maintenance covenants in a loan agreement generally means that the lender may not be able to declare a default if financial
performance deteriorates. This may hinder the Fund’s ability to reprice credit risk associated with a particular borrower and reduce
the Fund’s ability to restructure a problematic loan and mitigate potential loss. As a result, the Fund’s exposure to losses
on investments in senior loans may be increased, especially during a downturn in the credit cycle or changes in market or economic conditions.
A second lien loan may have a claim
on the same collateral pool as the first lien or it may be secured by a separate set of assets. Second lien loans are typically secured
by a second priority security interest or lien on specified collateral securing the borrower’s obligation under the interest. Because
second lien loans are second to first lien loans, they present a greater degree of investment risk. Specifically, these loans are subject
to the additional risk that the cash flow of the borrower and property securing the loan may be insufficient to meet scheduled payments
after giving effect to those loans with a higher priority. In addition, loans that have a lower than first lien priority on collateral
of the borrower generally have greater price volatility than those loans with a higher priority and may be less liquid.
In the event a borrower fails to
pay scheduled interest or principal payments on a senior loan held by a fund, a fund will experience a reduction in its income and a decline
in the value of the senior loan, which will likely reduce dividends and lead to a decline in the net asset value of a fund’s common
shares. If a fund acquires a senior loan from another lender, for example, by acquiring a participation, a fund may also be subject to
credit risks with respect to that lender. Although senior loans may be secured by specific collateral, the value of the collateral may
not equal a fund’s investment when the senior loan is acquired or may decline below the principal amount of the senior loan subsequent
to a fund’s investment. Also, to the extent that collateral consists of stock of the borrower or its subsidiaries or affiliates,
a fund bears the risk that the stock may decline in value, be relatively illiquid, and/or may lose all or substantially all of its value,
causing the senior loan to be under collateralized. Therefore, the liquidation of the collateral underlying a senior loan may not satisfy
the issuer’s obligation to the Fund in the event of non-payment of scheduled interest or principal, and the collateral may not be
readily liquidated.
Distressed securities frequently
do not produce income while they are outstanding. A fund may be required to incur certain extraordinary expenses in order to protect and
recover its investment. A fund also will be subject to significant uncertainty as to when and in what manner and for what value the obligations
evidenced by the distressed securities will eventually be satisfied.
Use of leverage can result in additional risk and
cost, and can magnify the effect of any losses.
The Fund’s portfolio is also
subject to credit risk, interest rate risk, liquidity risk, prepayment risk and reinvestment risk. Interest rate risk is the risk that
fixed-income securities will decline in value because of changes in market interest rates. Credit risk is the risk that an issuer of a
security will be unable or unwilling to make dividend, interest and/or principal payments when due and that the value of a security may
decline as a result. Credit risk may be heightened for the Fund because it invests in below investment grade securities. Liquidity risk
is the risk that the fund may have difficulty disposing of senior loans if it seeks to repay debt, pay dividends or expenses, or take
advantage of a new investment opportunity. Prepayment risk is the risk that, upon a prepayment, the actual outstanding debt on which the
Fund derives interest income will be reduced. The Fund may not be able to reinvest the proceeds received on terms as favorable as the
prepaid loan. Reinvestment risk is the risk that income from the Fund’s portfolio will decline if the Fund invests the proceeds
from matured, traded or called instruments at market interest rates that are below the Fund’s portfolio’s current earnings
rate.
The risks of investing in the Fund are spelled out
in the shareholder reports and other regulatory filings.
The information presented is not
intended to constitute an investment recommendation for, or advice to, any specific person. By providing this information, First Trust
is not undertaking to give advice in any fiduciary capacity within the meaning of ERISA, the Internal Revenue Code or any other regulatory
framework. Financial professionals are responsible for evaluating investment risks independently and for exercising independent judgment
in determining whether investments are appropriate for their clients.
The Fund’s daily closing New
York Stock Exchange price and net asset value per share as well as other information can be found at www.ftportfolios.com
or by calling 1-800-988-5891.
Additional Information about the
Proposed Reorganization and Where to Find It
This press release is not intended
to, and shall not, constitute an offer to purchase or sell shares of FCT or FFLX; nor is this press release intended to solicit a proxy
from any shareholder of FCT. FCT and its trustees and officers, FTA, and certain of their respective officers and employees, and other
persons may be deemed under the rules of the Securities and Exchange Commission to be participants in the solicitation of proxies from
shareholders in connection with the matters described above. Information about FCT’s trustees and officers, FTA and its officers
and employees, and other persons may be found in the proxy statement.
CONTACT: JEFF MARGOLIN — (630) 517-7643
Source: First Trust Advisors L.P.
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May 14, 2026
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