SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G


UNDER THE SECURITIES EXCHANGE ACT OF 1934
Vine Hill Capital Investment Corp. II
(Name of Issuer)


Class A Ordinary Shares
(Title of Class of Securities)


G9709D109
(CUSIP Number)


12/17/2025
(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.
G9709D109


1 Names of Reporting Persons

Vine Hill Capital Sponsor II LLC
2 Check the appropriate box if a member of a Group (see instructions)

☐  (a)
☐  (b)
3SEC Use Only
4 Citizenship or Place of Organization

DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5 Sole Voting Power: 0.00
6 Shared Voting Power: 7,666,667.00
7 Sole Dispositive Power: 0.00
8 Shared Dispositive Power: 7,666,667.00
9 Aggregate Amount Beneficially Owned by Each Reporting Person

7,666,667.00
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)

25 %
12 Type of Reporting Person (See Instructions)

OO

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
CUSIP No.
G9709D109


1 Names of Reporting Persons

Nicholas Petruska
2 Check the appropriate box if a member of a Group (see instructions)

☐  (a)
☐  (b)
3SEC Use Only
4 Citizenship or Place of Organization

UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5 Sole Voting Power: 0.00
6 Shared Voting Power: 7,666,667.00
7 Sole Dispositive Power: 0.00
8 Shared Dispositive Power: 7,666,667.00
9 Aggregate Amount Beneficially Owned by Each Reporting Person

7,666,667.00
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)

25 %
12 Type of Reporting Person (See Instructions)

IN

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

Item 1. 
(a) Name of issuer:

Vine Hill Capital Investment Corp. II
(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 is being filed by Vine Hill Capital Sponsor II LLC and Nicholas Petruska (collectively, the "Reporting Persons") pursuant to a Joint Filing Agreement attached hereto as Exhibit 99.1.
(b) Address or principal business office or, if none, residence:

500 E Broward Blvd., Suite 900, Fort Lauderdale, FL 33394
(c) Citizenship:

Vine Hill Capital Sponsor II LLC is a limited liability company formed in Delaware. Nicholas Petruska is a citizen of the United States of America.
(d) Title of class of securities:

Class A Ordinary Shares
(e) CUSIP No.:

G9709D109
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:

The responses to Items 5-11 of the cover page of this Schedule 13G are incorporated herein by reference. As of December 17, 2025, the Reporting Persons may be deemed to beneficially own 7,666,667 of the Issuer's Class A ordinary shares.
(b) Percent of class:

This represents 25% of the total Class A ordinary shares issued and outstanding and assuming the conversion of all the issued and outstanding Class B ordinary shares of the Issuer. The Class B ordinary shares 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). The percentages used in this Schedule 13G are based on 23,000,000 of the Issuer's Class A ordinary shares and 7,666,667 of the Issuer's Class B ordinary shares issued and outstanding as of January 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the three months ended September 30, 2025, filed with the Securities and Exchange Commission on February 2, 2026.  %
(c) Number of shares as to which the person has:
  (i) Sole power to vote or to direct the vote:

0

  (ii) Shared power to vote or to direct the vote:

Vine Hill Capital Sponsor II LLC is the record holder of the 7,666,667 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.

  (iii) Sole power to dispose or to direct the disposition of:

0

  (iv) Shared power to dispose or to direct the disposition of:

Vine Hill Capital Sponsor II LLC is the record holder of the 7,666,667 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.

Item 5.Ownership of 5 Percent or Less of a Class.
 
Item 6.Ownership of more than 5 Percent on Behalf of Another Person.
 
Not Applicable
Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
Not Applicable
Item 8.Identification and Classification of Members of the Group.
 
Not Applicable
Item 9.Notice of Dissolution of Group.
 
Not Applicable

Item 10.Certifications:
 
Not Applicable

    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.

 
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

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as referenced in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value of $0.0001 per share, of Vine Hill Capital Investment Corp. II, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such statement on Schedule 13G. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

February 17, 2026 Vine Hill Capital Sponsor II LLC
     
  By: /s/ Nicholas Petruska
  Name:  Nicholas Petruska
  Title: Managing Member
   
February 17, 2026 Nicholas Petruska
     
  By: /s/ Nicholas Petruska
  Name:  Nicholas Petruska