UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) ~~September~~March 1830, ~~2014~~ 2022

PIMCO Income Strategy Fund II

(Exact Name of Registrant as Specified in Its Charter)

Massachusetts

(State or Other Jurisdiction of Incorporation)

811-21601		~~20-1619298~~201619298
(Commission File Number)		(IRS Employer Identification No.)
1633 Broadway, New York, NY		10019
(Address of Principal Executive Offices)		(Zip Code)

(~~212~~844) ~~739~~337-~~3000~~4626

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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))

x☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Securities ~~7.01~~registered ~~Regulation~~pursuant FDto ~~Disclosure.~~Section 12(b) of the Act:

~~PIMCO~~Title ~~Income~~of ~~Strategy Fund and PIMCO Income Strategy Fund II (~~each, ~~a “Fund”~~class ~~and,~~Trading ~~together, the “Funds”) will commence a voluntary tender offer on or about September 19, 2014~~ Symbol(~~each, a “Tender Offer” and, together, the “Tender Offers”~~s) ~~for~~Name ~~up to 100%~~ of its outstanding auction rate preferred shares (“ARPS”) at a price equal to 90% of the ARPS’ per share liquidation preference of $25,000 per share (or $22,500 per share) and any unpaid dividends accrued through the expiration date of the Tender Offers. In addition, each ~~tendering~~exchange ~~ARPS~~on ~~holder~~which ~~will~~registered beCommon ~~entitled~~shares toPFN ~~one~~New ~~non-transferrable~~York ~~contingent~~Stock ~~payment right. The press release announcing the Tender Offers is attached hereto as Exhibit 99.1.~~ Exchange

InIndicate ~~connection~~by ~~with~~check ~~the~~mark ~~Tender~~whether ~~Offers,~~ the ~~Funds,~~registrant ~~Pacific~~is ~~Investment~~an ~~Management~~emerging ~~Company~~growth ~~LLC,~~company ~~the~~as ~~Funds’~~defined ~~investment~~in ~~manager,~~Rule ~~and~~405 ~~Allianz~~of ~~Global Investors Fund Management LLC,~~ the ~~Funds’~~Securities ~~former~~Act ~~investment manager (collectively, the “Fund Parties”), entered into an agreement on September 18, 2014 (the “Tender Offer and Standstill Agreement”) with Brigade Capital~~of ~~Management,~~1933 LP (~~“Brigade Capital”), Brigade Leveraged Capital Structures Fund Ltd~~§230.405 ~~(“Brigade~~of ~~Fund”)~~this ~~and Donald E. Morgan, III (together with Brigade Capital and Brigade Fund, the “Brigade Parties”~~chapter) ~~pursuant~~or toRule ~~which~~12b-2 ~~the Fund~~of ~~Parties agreed to conduct~~ the ~~Tender~~Securities ~~Offers~~Exchange ~~and~~Act ~~the Brigade Parties agreed to tender 100%~~ of ~~their~~1934 ~~ARPS~~(§240.12b-2 ~~and take or refrain from taking certain other actions relating to their holdings~~ of ~~ARPS.~~this ~~The Tender Offer and Standstill Agreement is attached hereto as Exhibit 99~~chapter).2.

~~The~~Emerging ~~information~~growth ~~disclosed under this Item~~company ~~7.01,~~☐ including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under Section 18 and shall not be deemed to be incorporated by reference into any filing of the Fund under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

~~Item~~If ~~9.01.~~an emerging ~~Financial~~growth ~~Statements~~company, ~~and~~indicate ~~Exhibits~~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. ☐

(d)		Exhibits
99.1		Press Release of the Fund, dated September 18, 2014
99.2		Tender Offer and Standstill Agreement, dated September 18, 2014

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~SIGNATURE~~On March 25, 2022, the Board of Trustees (the “Board”) of PIMCO Income Strategy Fund II (the “Fund”) approved a change to the Fund’s fiscal year end from July 31 to June 30, beginning with the current fiscal year, which will now end on June 30, 2022, effective April 1, 2022. The change will be reflected in the Fund’s annual report on Form N-CSR for the period August 1, 2021 to June 30, 2022. The prospectus supplement disclosing this change is attached hereto as Exhibit 99.1.

~~Pursuant~~Item to8.01 ~~the~~Other ~~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~~Events.

~~PIMCO~~On March 25, ~~Income~~2022, ~~Strategy~~the Board approved the removal of the Fund’s IInon-fundamental ~~By:~~investment /guideline limiting the Fund’s/ ~~Eric~~investments Din securities denominated in foreign (non-U.S.) ~~Johnson~~currencies ~~Name:~~to ~~Eric~~25% Dof the Fund’s total assets, effective April 29, 2022. ~~Johnson~~The ~~Title:~~Fund ~~Vice~~remains ~~President~~subject to other limits contained in the prospectus, including the limit on investments in emerging market securities and instruments. The prospectus supplement disclosing this change is attached hereto as Exhibit 99.1.

~~Date:~~Item ~~September 18,~~9.01 ~~2014~~Financial Statements and Exhibits.

~~EXHIBIT~~(d) ~~INDEX~~ Exhibits

ExhibitNo.		Description
99.1		Press Release of the Fund, dated September 18, 2014
99.2		Tender Offer and Standstill Agreement, dated September 18, 2014

99.1	Prospectus Supplement, dated March 30, 2022

SIGNATURE

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.


PIMCO Income Strategy Fund II

By:		/s/ Ryan G. Leshaw
Name:		Ryan G. Leshaw
Title:		Chief Legal Officer

Date: March 30, 2022

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