UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number: 811-23346
Name of Fund: BlackRock Variable Series Funds II,
Inc.
BlackRock High Yield V.I. Fund
BlackRock Total Return V.I. Fund
Fund Address: 100 Bellevue Parkway, Wilmington, DE
19809
Name and address of agent for service: John M.
Perlowski, Chief Executive Officer, BlackRock Variable Series Funds II, Inc.,
50 Hudson Yards, New York, NY 10001
Registrant’s telephone number, including area code: (800)
537-4942
Date of fiscal year end: 12/31/2025
Date of reporting period: 12/31/2025
Item 1 – Reports to Stockholders
(a) The Reports to Shareholders are
attached herewith.
(b) Not Applicable
Item 2 – Code of Ethics – The registrant (or the “Fund”) has adopted a code of ethics, as of the
end of the period covered by this report, applicable to the registrant’s
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions. During the period covered by
this report, the code of ethics was amended to update certain information and
to make other non-material changes. During the period covered by this report,
there have been no waivers granted under the code of ethics. The registrant undertakes to provide a copy of the code of ethics to
any person upon request, without charge, who calls 1-800-537-4942.
Item 3 – Audit
Committee Financial Expert – The registrant’s board of directors (the “board of
directors”), has determined that (i) the registrant has the following audit
committee financial experts serving on its audit committee and (ii) each audit
committee financial expert is independent:
Lorenzo A. Flores
Catherine A. Lynch
Arthur P. Steinmetz
Under applicable securities laws, a person
determined to be an audit committee financial expert will not be deemed an
“expert” for any purpose, including without limitation for the purposes of
Section 11 of the Securities Act of 1933, as a result of being designated or
identified as an audit committee financial expert. The designation or
identification of a person as an audit committee financial expert does not
impose on such person any duties, obligations, or liabilities greater than the
duties, obligations, and liabilities imposed on such person as a member of the
audit committee and board of directors in the absence of such designation or
identification. The designation or identification of a person as an audit
committee financial expert does not affect the duties, obligations, or
liability of any other member of the audit committee or board of directors.
Item 4 – Principal Accountant Fees and Services
The
following table presents fees billed by Deloitte & Touche LLP (“D&T”)
in each of the last two fiscal years for the services rendered to the Fund:
|
|
(a) Audit Fees
|
(b) Audit-Related Fees1
|
(c) Tax Fees2
|
(d) All Other Fees
|
|
Entity Name
|
Current Fiscal Year
End
|
Previous Fiscal Year
End
|
Current Fiscal Year
End
|
Previous Fiscal Year
End
|
Current Fiscal Year
End
|
Previous Fiscal Year
End
|
Current Fiscal Year
End
|
Previous Fiscal Year
End
|
|
BlackRock High Yield V.I. Fund
|
$40,898
|
$40,698
|
$0
|
$0
|
$15,500
|
$15,496
|
$388
|
$0
|
|
BlackRock Total Return V.I. Fund
|
$52,173
|
$51,918
|
$0
|
$0
|
$15,500
|
$15,500
|
$388
|
$0
|
The following table presents fees billed by D&T
that were required to be approved by the registrant’s audit committee (the
“Committee”) for services that relate directly to the operations or financial
reporting of the Fund and that are rendered on behalf of BlackRock Advisors,
LLC (the “Investment Adviser” or “BlackRock”) and entities controlling,
controlled by, or under common control with BlackRock (not including any
sub-adviser whose role is primarily portfolio management and is subcontracted
with or overseen by another investment adviser) that provide ongoing services
to the Fund (“Affiliated Service Providers”):
|
|
Current Fiscal Year End
|
Previous Fiscal Year End
|
|
(b) Audit-Related Fees1
|
$0
|
$0
|
|
(c) Tax Fees2
|
$0
|
$0
|
|
(d) All Other Fees3
|
$2,149,000
|
$2,149,000
|
1 The nature
of the services includes assurance and related services reasonably related to
the performance of the audit or review of financial statements not included in
Audit Fees, including accounting consultations, agreed-upon procedure reports,
attestation reports, comfort letters, out-of-pocket expenses and internal
control reviews not required by regulators.
2 The nature
of the services includes tax compliance and/or tax preparation, including
services relating to the filing or amendment of federal, state or local income
tax returns, regulated investment company qualification reviews, taxable income
and tax distribution calculations.
3 Non-audit
fees of $2,149,000 and $2,149,000 for the current fiscal year and previous
fiscal year, respectively, were paid to the Fund’s principal accountant in
their entirety by BlackRock, in connection with services provided to the
Affiliated Service Providers of the Fund and of certain other funds sponsored
or advised by BlackRock or its affiliates for a service organization review and
an accounting research tool subscription. These amounts represent aggregate
fees paid by BlackRock and were not allocated on a per fund basis.
(e)(1) Audit Committee Pre-Approval
Policies and Procedures:
The
Committee has adopted policies and procedures with regard to the pre-approval
of services. Audit, audit-related and tax compliance services provided to the
registrant on an annual basis require specific pre-approval by the Committee.
The Committee also must approve other non-audit services provided to the
registrant and those non-audit services provided to the Investment Adviser and
Affiliated Service Providers that relate directly to the operations and the
financial reporting of the registrant. Certain of these non-audit services
that the Committee believes are (a) consistent with the SEC’s auditor
independence rules and (b) routine and recurring services that will not impair
the independence of the independent accountants may be approved by the Committee
without consideration on a specific case-by-case basis (“general
pre-approval”). The term of any general pre-approval is 12 months from the
date of the pre-approval, unless the Committee provides for a different
period. Tax or other non-audit services provided to the registrant which have
a direct impact on the operations or financial reporting of the registrant will
only be deemed pre-approved provided that any individual project does not
exceed $10,000 attributable to the registrant or $50,000 per project. For this
purpose, multiple projects will be aggregated to determine if they exceed the
previously mentioned cost levels.
Any
proposed services exceeding the pre-approved cost levels will require specific
pre-approval by the Committee, as will any other services not subject to
general pre-approval (e.g., unanticipated but permissible services). The
Committee is informed of each service approved subject to general pre-approval
at the next regularly scheduled in-person board meeting. At this meeting, an
analysis of such services is presented to the Committee for ratification. The
Committee may delegate to the Committee Chairman the authority to approve the
provision of and fees for any specific engagement of permitted non-audit
services, including services exceeding pre-approved cost levels.
(e)(2) None of the services described in each of Items 4(b) through (d) were
approved by the Committee pursuant to the de minimis exception in paragraph
(c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not Applicable
(g) The
aggregate non-audit fees, defined as the sum of the fees shown under
“Audit-Related Fees,” “Tax Fees” and “All Other Fees,” paid to the accountant
for services rendered by the accountant to the registrant, the Investment
Adviser and the Affiliated Service Providers were:
|
Entity Name
|
Current Fiscal Year End
|
Previous Fiscal Year End
|
|
BlackRock High Yield V.I. Fund
|
$15,888
|
$15,496
|
|
BlackRock Total Return V.I. Fund
|
$15,888
|
$15,500
|
Additionally,
the amounts billed by D&T in connection with services provided to the
Affiliated Service Providers of the Fund and of other funds sponsored or
advised by BlackRock or its affiliates during the current and previous fiscal
years for a service organization review and an accounting research tool
subscription were:
|
Current Fiscal Year End
|
Previous Fiscal Year End
|
|
$2,149,000
|
$2,149,000
|
These
amounts represent aggregate fees paid by BlackRock and were not allocated on a
per fund basis.
(h) The Committee has
considered and determined that the provision of non-audit services that were
rendered to the Investment Adviser and the Affiliated Service Providers that
were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation
S-X is compatible with maintaining the principal accountant’s independence.
(i) – Not Applicable
(j) – Not Applicable
Item 5 – Audit Committee of Listed
Registrant – Not Applicable
Item 6 – Investments
(a) The registrant’s Schedule of Investments is included as part of the
Financial Statements and Financial Highlights for Open-End Management
Investment Companies filed under Item 7 of this Form.
(b) Not Applicable due to no such divestments during the semi-annual period
covered since the previous Form N-CSR filing.
Item 7 – Financial Statements and
Financial Highlights for Open-End Management Investment Companies
(a) The registrant’s
Financial Statements are attached herewith.
(b) The registrant’s Financial Highlights are attached herewith.
Item 8 – Changes in and Disagreements
with Accountants for Open-End Management Investment Companies – See Item
7
Item 9 – Proxy Disclosures for Open-End Management
Investment Companies – See Item 7
Item 10 – Remuneration Paid to
Directors, Officers, and Others of Open-End Management Investment Companies –
See Item 7
Item
11 – Statement Regarding Basis for Approval of Investment Advisory Contract
– Not Applicable
Item 12 – Disclosure of Proxy Voting Policies and
Procedures for Closed-End Management Investment Companies – Not Applicable
Item 13 – Portfolio Managers of
Closed-End Management Investment Companies - Not Applicable
Item 14 – Purchases of Equity Securities by Closed-End
Management Investment Company and Affiliated Purchasers – Not Applicable
Item 15 – Submission of Matters to a Vote of Security
Holders – There have been no material changes to these procedures.
Item 16 – Controls and Procedures
(a) The registrant’s principal executive
and principal financial officers, or persons performing similar functions, have
concluded that the registrant’s disclosure controls and procedures (as defined
in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the
“1940 Act”)) are effective as of a date within 90 days of the filing date of
this report based on the evaluation of these controls and procedures required
by Rule 30a-3(b) under the 1940 Act and Rule 13a-15(b) or 15d-15(b) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).
(b) There were no changes in the
registrant’s internal control over financial reporting (as defined in Rule
30a-3(d) under the 1940 Act) that occurred during the period covered by this
report that have materially affected, or are reasonably likely to materially
affect, the registrant’s internal control over financial reporting.
Item 17 – Disclosure of Securities Lending Activities
for Closed-End Management Investment Companies –Not Applicable
Item 18 – Recovery of Erroneously
Awarded Compensation – Not Applicable
Item 19 – Exhibits attached hereto
(a)(1) Code of Ethics – See Item 2
(a)(2)
Any policy required by the listing
standards adopted pursuant to Rule 10D-1 under the Exchange Act (17 CFR
240.10D-1) by the registered national securities exchange or registered
national securities association upon which the registrant’s securities are listed
– Not Applicable
(a)(4) Any written solicitation to purchase securities under Rule 23c-1
– Not Applicable
(a)(5) Change in Registrant’s independent public accountant – Not
Applicable
Pursuant
to the requirements of the Securities Exchange Act of 1934 and the Investment
Company Act of 1940, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BlackRock
Variable Series Funds II, Inc.
By: /s/ John M. Perlowski
John
M. Perlowski
Chief
Executive Officer (principal executive officer) of
BlackRock
Variable Series Funds II, Inc.
Date:
February 13, 2026
Pursuant
to the requirements of the Securities Exchange Act of 1934 and the Investment
Company Act of 1940, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ John M. Perlowski
John
M. Perlowski
Chief
Executive Officer (principal executive officer) of
BlackRock
Variable Series Funds II, Inc.
Date:
February 13, 2026
By: /s/ Trent Walker
Trent Walker
Chief Financial Officer (principal financial officer)
of
BlackRock Variable Series Funds II, Inc.
Date:
February 13, 2026