Nicholas Fund Inc.

12/02/2024 | Press release | Distributed by Public on 12/02/2024 10:31

Semi Annual Report by Investment Company Form N CSRS

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 811-01728

Nicholas Fund, Inc.

(Exact Name of Registrant as specified in charter)

411 East Wisconsin Avenue, Suite 2100, Milwaukee, Wisconsin 53202

(Address of Principal Executive Offices) (Zip Code)

Jennifer R. Kloehn, Senior Vice President and Treasurer

411 East Wisconsin Avenue, Suite 2100

Milwaukee, Wisconsin 53202

(Name and Address of Agent for Service)

Registrant's telephone number, including area code: 414-272-4650

Date of fiscal year end: 03/31/2025

Date of reporting period: 09/30/2024

Item 1. Report to Stockholders.

(a)

Nicholas Fund, Inc.

NICSX

Semi-Annual Shareholder Report

September 30, 2024

This semi-annual shareholder reportcontains important information about Nicholas Fund, Inc. (the "Fund") for the period of April 1, 2024 to September 30, 2024. You can find additional information about the Fund at www.nicholasfunds.com. You can also request this information by contacting us at 1-800-544-6547.

What Were the Portfolio Costs for the Last Six Months?
(based on a hypothetical $10,000 investment)
Portfolio Name Costs of a $10,000 investment Annualized costs paid as a percentage of a $10,000 investment
Nicholas Fund $36 0.70%
Key Fund Statistics
As of September 30, 2024
Net Assets $4,267,249,191
Number of Portfolio Holdings 60
Portfolio Turnover Rate 15.55%
Top Ten Equity Holdings
As of September 30, 2024
Name Percentage of Net Assets
Microsoft Corporation 4.60%
Alphabet Inc. Class C 4.37%
Amazon.com, Inc. 3.62%
Apple Inc. 3.19%
NVIDIA Corporation 2.27%
O'Reilly Automotive, Inc. 2.25%
Costco Wholesale Corporation 2.18%
Home Depot, Inc. 2.18%
Fiserv, Inc. 2.07%
S&P Global, Inc. 1.99%
Total of top ten 28.72%
Sector Diversification (As a Percentage of Total Investments)
Graphical Representation of Holdings
As of September 30, 2024
Where can I find additional information about the Fund?

Additional information is available on the Fund's website, www.nicholasfunds.com, including its:

  • prospectus

  • financial information

  • proxy voting information

Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please call the Fund at 1-800-544-6547.

(b) Not applicable.

Item 2. Code of Ethics.

Applicable only to annual reports.

Item 3. Audit Committee Financial Expert.

Applicable only to annual reports.

Item 4. Principal Accountant Fees and Services.

Applicable only to annual reports.

Item 5. Audit Committee of Listed Registrants.

Not applicable to this filing.

Item 6. Investments.

The schedule of investments in securities of unaffiliated issuers is included as part of the financial statements and financial highlights for open-end management investment companies under Item 7 of this Form N-CSR.

Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.

Financial Highlights (NICSX)

For a share outstanding throughout each period

Six Months
Ended
09/30/2024

Years Ended March 31,

(unaudited)

2024

2023

2022

2021

2020

NET ASSET VALUE, BEGINNING OF PERIOD

$ 95.25 $ 75.77 $ 80.56 $ 80.14 $ 56.53 $ 65.11

INCOME (LOSS) FROM INVESTMENT OPERATIONS

Net investment income (1)

.15 .32 .21 .15 .33 .33

Net gain (loss) on securities (realized and unrealized)

4.60 25.06 (3.43 ) 10.51 28.49 (3.33 )

Total from investment operations

4.75 25.38 (3.22 ) 10.66 28.82 (3.00 )

LESS DISTRIBUTIONS

From net investment income

(.07 ) (.32 ) (.19 ) (.20 ) (.34 ) (.34 )

From net capital gain

(3.84 ) (5.58 ) (1.38 ) (10.04 ) (4.87 ) (5.24 )

Total distributions

(3.91 ) (5.90 ) (1.57 ) (10.24 ) (5.21 ) (5.58 )

NET ASSET VALUE, END OF PERIOD

$ 96.09 $ 95.25 $ 75.77 $ 80.56 $ 80.14 $ 56.53

TOTAL RETURN

5.27 % 34.93 % (3.86 )% 13.42 % 51.97 % (5.90 )%

SUPPLEMENTAL DATA

Net assets, end of period (millions)

$ 4,267.2 $ 4,177.7 $ 3,256.2 $ 3,582.6 $ 3,353.3 $ 2,370.2

Ratio of expenses to average net assets

.70 % .70 % .71 % .71 % .71 % .72 %

Ratio of net investment income to average net assets

.33 % .39 % .30 % .18 % .46 % .49 %

Portfolio turnover rate

15.55 % 10.67 % 15.61 % 11.49 % 16.74 % 15.36 %
(1) Computed based on average shares outstanding.

The accompanying notes to financial statements are an integral part of these highlights.

- 1 -

Schedule of Investments

September 30, 2024 (unaudited)

Shares or
Principal
Amount

Value

COMMON STOCKS - 95.83%

Communication Services - Media & Entertainment - 5.88%

1,115,675

Alphabet Inc. Class C

$ 186,529,703
586,050

Trade Desk, Inc. Class A*

64,260,382
250,790,085

Consumer Discretionary - Consumer Discretionary Distribution & Retail - 9.85%

829,545

Amazon.com, Inc.*

154,569,120
229,105

Home Depot, Inc.

92,833,346
83,176

O'Reilly Automotive, Inc.*

95,785,482
657,130

TJX Companies Inc

77,239,060
420,427,008

Consumer Discretionary - Consumer Services - 3.99%

1,076,335

Chipotle Mexican Grill, Inc.*

62,018,423
178,045

McDonald's Corporation

54,216,483
554,560

Starbucks Corporation

54,064,054
170,298,960

Consumer Staples - Consumer Staples Distribution & Retail - 2.18%

105,000

Costco Wholesale Corporation

93,084,600

Consumer Staples - Food, Beverage & Tobacco - 2.12%

195,000

Constellation Brands, Inc. Class A

50,249,550
545,040

Mondelez International, Inc. Class A

40,153,097
90,402,647

Consumer Staples - Household & Personal Products - 1.31%

2,422,079

Kenvue Inc.

56,022,687

Energy - Energy - 1.16%

1,700,000

Enterprise Products Partners L.P.

49,487,000

Financials - Banks - 1.12%

226,415

JPMorgan Chase & Co.

47,741,867

Financials - Financial Services - 9.24%

491,620

Fiserv, Inc.*

88,319,533
395,000

Intercontinental Exchange, Inc.

63,452,800
171,510

Mastercard Incorporated Class A

84,691,638

The accompanying notes to financial statements are an integral part of this schedule.

- 2 -

Schedule of Investments (continued)

September 30, 2024 (unaudited)

Shares or
Principal
Amount

Value

COMMON STOCKS - 95.83% (continued)

Financials - Financial Services - 9.24% (continued)

164,740

S&P Global, Inc.

$ 85,107,979
265,030

Visa Inc. Class A

72,869,998
394,441,948

Financials - Insurance - 1.84%

227,270

Aon Plc Class A

78,633,147

Health Care - Health Care Equipment & Services - 6.95%

605,000

Alcon AG

60,542,350
733,450

Boston Scientific Corporation

61,463,110
183,615

Laboratory Corporation of America Holdings

41,034,280
163,895

Stryker Corporation

59,208,708
126,970

UnitedHealth Group Incorporated

74,236,820
296,485,268

Health Care - Pharmaceuticals, Biotechnology & Life Sciences - 7.61%

832,410

Astrazeneca PLC Sponsored ADR

64,853,063
76,915

Eli Lilly & Company

68,142,075
383,977

Merck & Co., Inc.

43,604,428
1,128,695

Sanofi Sponsored ADR

65,046,693
134,363

Thermo Fisher Scientific Inc.

83,112,921
324,759,180

Industrials - Capital Goods - 4.95%

1,005,000

Fastenal Company

71,777,100
650,000

Fortive Corp.

51,304,500
235,705

Honeywell International Inc.

48,722,581
151,040

Illinois Tool Works Inc.

39,583,053
211,387,234

Industrials - Commercial & Professional Services - 3.83%

289,140

Cintas Corporation

59,528,143
1,071,010

Copart, Inc.*

56,120,924
266,240

Waste Connections, Inc.

47,609,037
163,258,104

The accompanying notes to financial statements are an integral part of this schedule.

- 3 -

Schedule of Investments (continued)

September 30, 2024 (unaudited)

Shares or
Principal
Amount

Value

COMMON STOCKS - 95.83% (continued)

Information Technology - Semiconductors & Semiconductor Equipment - 8.00%

336,841

Advanced Micro Devices, Inc.*

$ 55,268,871
50,895

KLA Corporation

39,413,597
44,045

Lam Research Corporation

35,944,244
797,705

NVIDIA Corporation

96,873,295
372,750

Skyworks Solutions, Inc.

36,816,517
373,740

Texas Instruments Incorporated

77,203,472
341,519,996

Information Technology - Software & Services - 19.68%

184,023

Accenture Plc Class A

65,048,450
153,640

Adobe Incorporated*

79,551,719
238,315

Atlassian Corp Class A*

37,846,805
158,260

Cadence Design Systems, Inc.*

42,893,208
456,475

Microsoft Corporation

196,421,192
103,675

MongoDB, Inc.*

28,028,536
133,550

Palo Alto Networks, Inc.*

45,647,390
80,000

Roper Technologies, Inc.

44,515,200
283,220

Salesforce, Inc.

77,520,146
89,140

ServiceNow, Inc.*

79,725,925
215,160

Snowflake Inc.*

24,713,278
97,030

Synopsys, Inc.*

49,135,022
280,695

Workday, Inc. Class A*

68,604,665
839,651,536

Information Technology - Technology Hardware & Equipment - 3.19%

583,760

Apple Inc.

136,016,080

Materials - Materials - 2.93%

202,240

Sherwin-Williams Company

77,188,941
190,310

Vulcan Materials Company

47,659,333
124,848,274

TOTAL COMMON STOCKS (cost $1,761,679,881)

4,089,255,621

The accompanying notes to financial statements are an integral part of this schedule.

- 4 -

Schedule of Investments (continued)

September 30, 2024 (unaudited)

Shares or
Principal
Amount

Value

SHORT-TERM INVESTMENTS - 4.25%

Money Market Deposit Account - 1.67%

$ 71,541,125

U.S. Bank Money Market, 4.70%

$ 71,541,125

Money Market Fund - 1.29%

55,000,000

Morgan Stanley Institutional Liquidity Funds Government Portfolio (Institutional Class), 7-day net yield, 4.85%

55,000,000

U.S. Government Security - 1.29%

55,000,000

U.S. Treasury Bill 10/01/2024,(1)

55,000,000

TOTAL SHORT-TERM INVESTMENTS (cost $181,541,125)

181,541,125

TOTAL INVESTMENTS (cost $1,943,221,006) - 100.08%

4,270,796,746

LIABILITIES, NET OF OTHER ASSETS - (0.08)%

(3,547,555 )

TOTAL NET ASSETS (basis of percentages disclosed above) - 100%

$ 4,267,249,191
* Non-income producing security.
(1) The Treasury Bill has reached full maturity.

The accompanying notes to financial statements are an integral part of this schedule.

- 5 -

Statement of Assets and Liabilities

September 30, 2024 (unaudited)

ASSETS

Investments in securities at value (cost $1,943,221,006)

$ 4,270,796,746

Receivables

Dividend and interest

1,707,852

Capital stock subscription

39,719

Total receivables

1,747,571

Other

118,199

Total assets

4,272,662,516

LIABILITIES

Payables

Investment securities purchased

2,133,457

Due to adviser

Management fee

2,262,802

Accounting and administration fee

39,025

Total due to adviser

2,301,827

Capital stock redemption

765,162

Other payable and accrued expense

212,879

Total liabilities

5,413,325

Total net assets

$ 4,267,249,191

NET ASSETS CONSIST OF

Paid in capital

$ 1,780,879,866

Accumulated distributable earnings

2,486,369,325

Total net assets

$ 4,267,249,191

NET ASSET VALUE PER SHARE ($.50 par value, 200,000,000 shares authorized), offering price and redemption price (44,410,148 shares outstanding)

$ 96.09

The accompanying notes to financial statements are an integral part of this statement.

- 6 -

Statement of Operations

For the six months ended September 30, 2024 (unaudited)

INCOME

Dividend (net of foreign taxes of $390,055)

$ 17,272,496

Interest

4,023,495

Total income

21,295,991

EXPENSES

Management fee

13,447,011

Transfer agent fees

344,366

Administration services

234,493

Accounting and pricing services

129,893

Custodian fees

104,131

Insurance

67,487

Registration fees

42,834

Postage and mailing

23,758

Directors' fees

22,725

Audit and tax fees

20,442

Printing

18,022

Legal fees

7,406

Other operating expenses

9,894

Total expenses

14,472,462

Net investment income

6,823,529

NET REALIZED GAIN ON INVESTMENTS

152,502,737

CHANGE IN NET UNREALIZED APPRECIATION/DEPRECIATION ON INVESTMENTS

54,341,374

Net realized and unrealized gain (loss) on investments

206,844,111

Net increase (decrease) in net assets resulting from operations

$ 213,667,640

The accompanying notes to financial statements are an integral part of this statement.

- 7 -

Statements of Changes in Net Assets

For the six months ended September 30, 2024 (unaudited) and the year ended March 31, 2024

Six Months
Ended
9/30/2024
(unaudited)

Year Ended
3/31/2024

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

Net investment income

$ 6,823,529 $ 14,088,924

Net realized gain on investments

152,502,737 294,009,899

Change in net unrealized appreciation/depreciation on investments

54,341,374 796,703,716

Net increase in net assets resulting from operations

213,667,640 1,104,802,539

DISTRIBUTIONS TO SHAREHOLDERS

From Investment operations

(170,245,723 ) (252,632,777 )

CAPITAL SHARE TRANSACTIONS

Proceeds from shares issued (229,494 and 865,589 shares, respectively)

21,269,318 72,598,215

Reinvestment of distributions (1,746,930 and 2,845,727 shares, respectively)

157,206,193 232,949,541

Cost of shares redeemed (1,428,693 and 2,825,818 shares, respectively)

(132,382,062 ) (236,196,734 )

Change in net assets derived from capital share transactions

46,093,449 69,351,022

Total increase in net assets

89,515,366 921,520,784

NET ASSETS

Beginning of period

4,177,733,825 3,256,213,041

End of period

$ 4,267,249,191 $ 4,177,733,825

The accompanying notes to financial statements are an integral part of these statements.

- 8 -

Notes to Financial Statements

September 30, 2024 (unaudited)

These financial statements have been prepared pursuant to reporting rules for interim financial statements. Accordingly, these financial statements do not include all of the information and footnotes required by U.S. generally accepted accounting principles ("U.S. GAAP") for annual financial statements. These financial statements should be read in conjunction with the financial statements and financial highlights and notes in the Fund's Annual Report on Form N-CSR for the year ended March 31, 2024.

These financial statements have not been audited. Management believes that these financial statements include all adjustments (which, unless otherwise noted, include only normal recurring adjustments) necessary for a fair presentation of the financial results for each period shown.

(1)

Summary of Significant Accounting Policies -

Nicholas Fund, Inc. (the "Fund") is organized as a Maryland corporation and is registered as an open-end, diversified management investment company under the Investment Company Act of 1940, as amended. The primary objective of the Fund is long-term growth. The following is a summary of the significant accounting policies of the Fund:

(a)

Equity securities traded on a stock exchange will ordinarily be valued on the basis of the last sale price on the date of valuation on the securities principal exchange, or if in the absence of any sale on that day, the closing bid price. For securities principally traded on the NASDAQ market, the Fund uses the NASDAQ Official Closing Price. Investments in shares of open-end mutual funds, including money market funds, are valued at their daily closing net asset value. Debt securities, excluding short-term investments, are valued at their current evaluated bid price as determined by an independent pricing service, which generates evaluations on the basis of dealer quotes for normal institutional-sized trading units, issuer analysis, bond market activity and various other factors. Short-term investments are valued using evaluated bid prices. Securities for which market quotations may not be readily available are valued at their fair value as determined in good faith by procedures adopted by the Board of Directors. The Board of Directors has delegated fair value responsibilities to Nicholas Company, Inc., the Fund's adviser. The Fund did not maintain any positions in derivative instruments or engage in hedging activities during the period. Investment transactions for financial statement purposes are recorded on trade date.

In accordance with Accounting Standards Codification ("ASC") 820-10, "Fair Value Measurement" ("ASC 820-10"), fair value is defined as the price that the Fund would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market of the investment. ASC 820-10 established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the

- 9 -

Notes to Financial Statements (continued)

September 30, 2024 (unaudited)

risk inherent in a particular valuation technique used to measure fair value such as a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

Level 1 -

quoted prices in active markets for identical investments

Level 2 -

other significant observable inputs (including quoted prices for similar investments, interest rates, benchmark yields, bids, offers, transactions, spreads and other relationships observed in the markets among market securities, underlying equity of the issuer, proprietary pricing models, credit risk, etc.)

Level 3 -

significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used as of September 30, 2024 in valuing the Fund's investments carried at value:

Valuation Inputs

Investments
in Securities

Level 1 -

Common Stocks(1)

$ 4,089,255,621

Money Market Deposit Account

71,541,125

Money Market Fund

55,000,000

Level 2 -

U.S. Government Security

55,000,000

Level 3 -

None

-

Total

$ 4,270,796,746

(1)

See Schedule of Investments for further detail by industry.

The Fund did not hold any Level 3 investments during the period.

(b)

Net realized gain (loss) on portfolio securities was computed on the basis of specific identification.

(c)

Dividend income is recorded on the ex-dividend date, and interest income is recognized on an accrual basis. Non-cash dividends, if any, are recorded at value

- 10 -

Notes to Financial Statements (continued)

September 30, 2024 (unaudited)

on date of distribution. Generally, discounts and premiums on long-term debt security purchases, if any, are amortized over the expected lives of the respective securities using the effective yield method.

(d)

Provision has not been made for federal income taxes or excise taxes since the Fund has elected to be taxed as a "regulated investment company" and intends to distribute substantially all net investment income and net realized capital gains on sales of investments to its shareholders and otherwise comply with the provisions of Subchapter M of the Internal Revenue Code applicable to regulated investment companies.

(e)

Dividends and distributions paid to shareholders are recorded on the ex-dividend date. Distributions from net investment income are generally declared and paid at least semiannually. Distributions of net realized capital gain, if any, are declared and paid at least annually.

The amount of distributions from net investment income and net realized capital gain are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP for financial reporting purposes. Financial reporting records are adjusted for permanent book-to-tax differences to reflect tax character.

The tax character of distributions paid during the six months ended September 30, 2024 and the year ended March 31, 2024 was as follows:

09/30/2024

03/31/2024

Distributions paid from:

Ordinary income

$ 3,168,115 $ 13,693,240

Long-term capital gain

167,077,608 238,939,537

Total distributions paid

$ 170,245,723 $ 252,632,777

The following information for the Fund is presented on an income tax basis as of March 31, 2024.

Investment cost for federal tax purposes

$ 1,884,754,726

Unrealized appreciation

$ 2,296,888,596

Unrealized depreciation

(6,979,871 )

Net unrealized appreciation

$ 2,289,908,725

The differences between U.S. GAAP financial statement and tax-basis cost is attributable primarily to the Fund's holdings in partnership interests.

The Fund had no material uncertain tax positions and has not recorded a liability for unrecognized tax benefits as of September 30, 2024. Also, the Fund recognized no interest and penalties related to uncertain tax benefits during the period ended September 30, 2024. At September 30, 2024, the fiscal years 2021 through 2024 remain open to examination in the Fund's major tax jurisdictions.

- 11 -

Notes to Financial Statements (continued)

September 30, 2024 (unaudited)

(f)

The Fund is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board ("FASB") ASC 946, "Financial Services - Investment Companies." U.S. GAAP guidance requires management to make estimates and assumptions that effect the amounts reported in the financial statements and accompanying notes. Actual results could differ from estimates.

(g)

In the normal course of business the Fund enters into contracts that contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims against the Fund that have not yet occurred. Based on experience, the Fund expects the risk of loss to be remote.

(h)

In connection with the preparation of the Fund's financial statements, management evaluated subsequent events after the date of the Statement of Assets and Liabilities of September 30, 2024. There have been no material subsequent events since September 30, 2024 that would require adjustment to or additional disclosure in these financial statements.

(2)

Related Parties -

(a)

Investment Adviser and Management Agreement -

The Fund has an agreement with Nicholas Company, Inc. (with whom certain officers and directors of the Fund are affiliated) (the "Adviser") to serve as investment adviser and manager. Under the terms of the agreement, a monthly fee is paid to the Adviser based on an annualized fee of 0.75% of the average net asset value up to and including $50 million and 0.65% of the average net asset value in excess of $50 million.

The Adviser may be paid for accounting and administrative services rendered by its personnel, subject to the following guidelines: (i) up to five basis points, on an annual basis, of the average net asset value of the Fund up to and including $2 billion and up to three basis points, on an annual basis, of the average net asset value of the Fund greater than $2 billion, based on the average net asset value of the Fund as determined by valuations made at the close of each business day of each month, and (ii) where the preceding calculation results in an annual payment of less than $50,000, the Adviser, in its discretion, may charge the Fund up to $50,000 for such services.

(b)

Legal Counsel -

A director of the Adviser is affiliated with a law firm that provides services to the Fund. The Fund incurred expenses of $3,356 for the period ended September 30, 2024 for legal services rendered by this law firm.

- 12 -

Notes to Financial Statements (continued)

September 30, 2024 (unaudited)

(3)

Investment Transactions -

For the period ended September 30, 2024, the cost of purchases and the proceeds from sales of investment securities, other than short-term obligations, aggregated $309,929,192 and $392,792,243, respectively.

- 13 -

Approval of Investment Advisory Contract

(unaudited)

In May 2024, the Board of Directors of the Fund renewed the one-year term of the Investment Advisory Agreement by and between the Fund and the Adviser through May 2025. In connection with the renewal of the Investment Advisory Agreement, no changes to the amount or manner of calculation of the management fee or the terms of the agreement were proposed by the Adviser or adopted by the Board. For the annual period ended March 31, 2024, the management fee was 0.65% and the Fund's total expense ratio (including the management fee) was 0.70%. In renewing the Investment Advisory Agreement, the Board carefully considered the following factors on an absolute basis and relative to the Fund's peer group (i) the Fund's expense ratio, which was low compared to the overall peer group; (ii) the Fund's performance on a short-term and long-term basis; (iii) the Fund's management fee; (iv) the range and quality of the services offered by the Adviser. The peer group fund data included large-cap blend and growth focused funds with similar asset sizes and a prospectus objective of growth. In terms of the peer group data used for performance comparisons, the Fund was ranked 13th, 1st, 11th and 15th out of 25 funds for the one-, three-, five- and ten-year periods ending March 31, 2024. The Fund had the twelfth lowest expense ratio among its peer group. The Board also reviewed the Fund's risk/return profile as measured by standard deviation and the Fund's Morningstar rankings.

The Board considered the range of services to be provided by the Adviser to the Fund under the Advisory Agreement. The Board concluded that the nature, extent, and quality of the services to be provided were consistent with the terms of the Advisory Agreement and the needs of the Fund, and that the services provided were of a high quality.

The Board considered the investment performance of the Fund and the Adviser. Among other things, the Board noted its consideration of the Fund's performance relative to peer funds. The Board reviewed the actual relative short-term and long-term performance of the Fund. The Board agreed that the Fund demonstrated strong long-term performance relative to benchmarks and its peers. The Board also discussed the extent to which economies of scale would be realized, and whether such economies were reflected in the Fund's fee levels and concluded that the Adviser had been instrumental in holding down Fund costs, citing consistently low fees relative to comparable funds.

The Board considered the cost of services provided by the Adviser. The Board also considered the profits realized by the Adviser in connection with the management and distribution of the Fund, as expressed by the Adviser's management in general terms. The Board expressed the opinion that given the Board's focus on performance and maintaining a low fee structure that the Adviser's profits were not relevant.

The Board determined that the Adviser had fully and adequately carried out the terms and conditions of its contract with the Fund. The Board expressed satisfaction with the Fund's performance, management's control of expenses and the rate of the management fee for the Fund and the overall level of services provided to the Fund by the Adviser.

- 14 -

Information on Proxy Voting

(unaudited)

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request by calling 800-544-6547 or 414-276-0535. It also appears in the Fund's Statement of Additional Information, which can be found on the SEC's website, www.sec.gov. A record of how the Fund voted its proxies for the most recent twelve-month period ended June 30, also is available on the Fund's website, www.nicholasfunds.com, and the SEC's website, www.sec.gov.

- 15 -

Nicholas Funds Services Offered

(unaudited)

IRAs

Traditional

SEP

Roth

SIMPLE

Coverdell Education Savings Accounts

Automatic Investment Plan

Direct Deposit of Dividend and Capital Gain Distributions

Systematic Withdrawal Plan

Monthly Automatic Exchange between Funds

Telephone Purchase and Redemption

Telephone Exchange

24-hour Automated Account Information (800-544-6547)

24-hour Internet Account Access (www.nicholasfunds.com)

Please call a shareholder representative for further information on the above services or with any other questions you may have regarding the Nicholas Funds.

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Directors and Officers

DAVID O. NICHOLAS, President and Director

JOHN A. HAUSER, Director

DAVID P. PELISEK, Director

JULIE M. VAN CLEAVE, Director

JENNIFER R. KLOEHN, Senior Vice President,
Treasurer and Chief Compliance Officer

LAWRENCE J. PAVELEC, Senior Vice President and Secretary

MICHAEL L. SHELTON, Senior Vice President

JEFFREY J. STRONG, Senior Vice President

Investment Adviser

NICHOLAS COMPANY, INC.

Milwaukee, Wisconsin

www.nicholasfunds.com

414-276-0535 or 800-544-6547

Accountant
Dividend Disbursing Agent
Transfer Agent

U.S. BANCORP FUND SERVICES, LLC

Milwaukee, Wisconsin

414-276-0535 or 800-544-6547

Distributor

QUASAR DISTRIBUTORS, LLC

Portland, Maine

Custodian

U.S. BANK N.A.

Milwaukee, Wisconsin

Independent Registered Public Accounting Firm

DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin

Counsel

MICHAEL BEST & FRIEDRICH LLP

Milwaukee, Wisconsin

The Fund's investment objectives, risks, charges and expenses must be considered carefully before investing. The statutory and summary prospectus contain this and other important information about the investment company, and it may be obtained by calling 1-800-544-6547 or visiting www.nicholasfunds.com. Please read the prospectus carefully before investing.

Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.

There have been no such changes in or disagreements with accountants as contemplated by Item 304 of Regulation S-K.

Item 9. Proxy Disclosures for Open-End Management Investment Companies.

Not applicable for this reporting period.

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.

The remuneration paid to directors, officers, and others is disclosed in the Statement of Operations included under Item 7.(a) Financial Statements and Financial Highlights for Open-End Management Investment Companies of this Report.

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.

The basis for approval of the investment advisory contract is included under Item 7.(a) Financial Statements and Financial Highlights for Open-End Management Investment Companies of this Report.

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Applicable only to closed-end funds.

Item 13. Portfolio Managers of Closed-End Management Investment Companies.

Applicable only to closed-end funds.

Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Applicable only to closed-end funds.

Item 15. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant's board of directors.

Item 16. Controls and Procedures.

(a) The Fund's principal executive officer and principal financial officer, 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, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended.

(b) There were no changes in the registrant's internal controls 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.

Applicable only to closed-end funds.

Item 18. Recovery of Erroneously Awarded Compensation.

Not applicable to this filing.

Item 19. Exhibits.

(a)(1) Sarbanes-Oxley Code of Ethics for Principal Executive and Senior Financial Officers (that is the subject of the disclosure required by Item 2).

Applicable only to annual reports.

(a)(2) Not applicable to this filing.

(a)(3) Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Rule 30a-2(a) under the Investment Company Act of 1940, attached hereto as EX-99.CERT.

(a)(4) Change in the registrant's independent public accountant.

Not applicable to this filing.

(b) Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Rule 30a-2(b) under the Investment Company Act of 1940, attached hereto as EX-99.906 CERT.

SIGNATURES

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.

(Registrant) Nicholas Fund, Inc.

By: /s/ David O. Nicholas
Name: David O. Nicholas
Title: Principal Executive Officer
Date: November 26, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ David O. Nicholas
Name: David O. Nicholas
Title: Principal Executive Officer
Date: November 26, 2024
By: /s/ Jennifer R. Kloehn
Name: Jennifer R. Kloehn
Title: Principal Financial Officer
Date: November 26, 2024