UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM N-CSRCERTIFIED SHAREHOLDER REPORT OF REGISTEREDMANAGEMENT INVESTMENT COMPANIES Investment Company Act file number811-01728 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 Treasurer411 East Wisconsin Avenue, Suite 2100Milwaukee, Wisconsin 53202(Name and Address of Agent for Service) Registrant's telephone number, including area code:414-272-4650Date of fiscal year end:03/31/2024Date of reporting period:03/31/2024


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Item 1. Report to Stockholders.


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ANNUAL REPORTMarch 31, 2024 NICHOLAS FUND, INC.   WWW.NICHOLASFUNDS.COM


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NICHOLAS FUND, INC. May 2024 Dear Fellow Shareholders: For the year ending March 31, 2024, the Nicholas Fund (the “Fund”) returned 34.93%, exceeding the Standard & Poor’s 500 Index (the “Index”) return of 29.88%, and the Russell 1000 Growth Index of 39.00%. The Fund compared favorably to peer funds as indicated by the Morningstar Large Cap Growth category return of 36.45% over the same period. The Fund’s positioning and strategy remains focused on investing in companies offering higher quality financial characteristics with reasonable valuations, which we believe generally have withstood adverse effects from extreme or unexpected market volatility as compared to companies exposed by higher valuations and greater fundamental uncertainty. Returns for Nicholas Fund, Inc. and selected indices are provided in the chart below for the period ended March 31, 2024. As of March 31, 2024, Nicholas Fund ranked within the top 63% (out of 1,191 funds), based on total returns, for the 1-year period in the Morningstar Large Growth Category. Additionally, the Fund ranked in the top 3% (out of 1,111), 36% (out of 1,037) and 73% (out of 807) for the three-, five- and ten-year periods then ended, respectively. Average Annual Total Return1

   Year

   

   3

   Year

   

   5

   Year

   

   10

   Year

   50

   YearNicholas Fund, Inc.

   

   34.93

   %

   

   13.74

   %

   

   16.04

   %

   

   12.13

   %

   12.76

   %Standard & Poor’s 500 Index

   

   29.88

   %

   

   11.49

   %

   

   15.05

   %

   

   12.96

   %

   10.84

   %Russell 1000 Growth Index

   

   39.00

   %

   

   12.50

   %

   

   18.52

   %

   

   15.98

   %

   n/aConsumer Price Index

   

   3.48

   %

   

   5.63

   %

   

   4.19

   %

   

   2.84

   %

   3.82

   %Ending value of $10,000 investedin Nicholas Fund, Inc.

   

   $13,493

   

   

   $14,713

   

   

   $21,041

   

   

   $31,411

   

   $4,044,624Fund’s Expense Ratio (from 07/29/23 Prospectus): 0.71%
  Performance data quoted represents past performance and is no guarantee of future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.nicholasfunds.com/returns.html. Unusually favorable market conditions and high returns may not be sustainable or repeated in the future. The Fund’s returns are reduced by expenses while the market indices are not. The ending values above illustrate the performance of a hypothetical $10,000 investment made in the Fund over the timeframes listed. Assumes reinvestment of dividends and capital gains. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. These figures do not imply any future performance. For the one-year period ended March 31, 2024, the Fund’s relative performance met our expectations by exceeding the S&P 500 Index and capturing the majority of the significant upside move of the Russell 1000 Index. The Fund’s performance benefitted from its relative sector weights and positive security selection as compared to the S&P 500 for the one-year period ended March 31, 2024. The relative overweight positions in the Consumer Discretionary and Materials sectors, along with underweights in the Consumer Staples, Information Technology and Real Estate sectors were additive. Sectors detracting from relative performance included Communication Services, Financial and cash. Stock selection was a key driver for excess returns over the Index. Stocks held in the portfolio that provided positive relative contribution over the past year included Alphabet Inc., CrowdStrike Holdings, Inc., Chipotle Mexican Grill, Inc., Copart, Inc., and Cintas Corporation. Stocks having a negative impact on relative performance


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included NVIDIA Corporation, Microsoft Corporation and Apple Inc. The underperformance from NVIDIA, Microsoft and Apple was primarily related to an underweight position relative to the Index. The continued rally of technology stocks was a large reason for the outsized market return over the past twelve months. Technology stocks began their rally in early 2023 and continued to post a sector return in the Index of 46.02% for the twelve months ended March 31, 2024. Individual technology stocks held in the Fund that contributed to this move included NVIDIA (+225.40%), CrowdStrike Holdings (+133.56%), Lam Research Corporation (+85.24%) and Advanced Micro Devices, Inc. (+84.15%). As of March 31, 2024, the portfolio held 60 stocks and ended the quarter with approximately 5% cash. The largest sector weights were Information Technology 28%, Health Care 16%, Consumer Discretionary 14%, Financials 13%, and Industrials 9%. The Weighted Average Market Cap was $563.3 billion, and the Forward P/E was 26.85x. The P/E was moderately higher than the S&P 500 (21.92x) due to a variance in sector and security weights, primarily in Technology. For the year ending March 31, 2024, the primary macro drivers for the stock market included Federal Reserve (Fed) policy changes, inflation, economic growth expectations and stock valuations. Fed Chairman Powell performed a dramatic pivot in the 4Q23 suggesting the path to lower interest rates was likely in 2024. The market began to price in 150 to 175 basis points of easing by the end of 2024. Even as the Fed began to preach caution, stocks continued to rally in the first quarter of 2024, spurred on by a resilient consumer and strong earnings growth. The market adjusted to the new backdrop of rates staying higher for longer, economic growth moderating and better than expected earnings growth. Over the next year many of the same factors will be key to how the markets will perform, including economic growth, inflation, Fed policy and earnings growth. Expectations are for economic growth to weaken under the weight of interest rates, the Fed will likely begin to cut rates by late 2024 and earnings growth will moderate in upcoming quarters presenting a more difficult comparison for investors. This outlook would most likely lead to more moderate equity returns in the upcoming quarters and favor companies with more consistent earnings power and higher quality characteristics. We continue to view the market cautiously for many of the reasons cited above. With this scenario we continue to pursue investments in companies with resilient business models, strong balance sheets and proven management teams that we believe are better positioned to withstand market volatility ahead. Thank you for your continued support.   David O. Nicholas
	Michael L. Shelton
	Jeffrey J. StrongLead Portfolio Manager
	Co-Portfolio Manager
	Co-Portfolio Manager
  Mutual fund investing involves risk. Principal loss is possible. Investing in small- and medium-sized companies involves greater risks than those associated with investing in large company stocks, such as business risk, stock price fluctuations and liquidity. Earnings growth is not representative of the Funds future performance. Opinions expressed are subject to change at any time, are not guaranteed and should not be considered investment advice.


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Please refer to the Schedule of Investments in the report for complete Fund holdings information. Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security. Current and future holdings are subject to risk. The S&P 500 Index is a broad-based unmanaged index of 500 stocks, which is widely recognized as representative of the equity market in general. The Russell 1000®Growth Index measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The Consumer Price Index represents changes in prices of all goods and services purchased for consumption by urban households. One cannot invest directly in an index. Each Morningstar Category average represents a universe of funds with similar investment objectives. Morningstar Rankings represent a fund's total return percentile rank relative to all funds in the same Morningstar Category for the same time period. The highest (or most favorable) percentile rank is 1%, and the lowest (or least favorable) percentile rank is 100%. It is based on Morningstar total return, which includes both income and capital gains or losses and is not adjusted for sales charges or redemption fees. Fund performance used within the rankings, reflects certain fee waivers, without which, returns and Morningstar rankings would have been lower. © 2024 Morningstar. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.Past performance is no guarantee of future results. Basis PointOne-hundredth of a percentage point. For example, 50 basis points equals .50%. Forward Price to Earnings (P/E) Ratiois a stocks current price over its predicted earnings per share. Weighted Average Market Capis the average firm market capitalization weighted by security weight. Market Capitalization is the number of common shares outstanding multiplied by the current market price per common share. Must be preceded or accompanied by a prospectus. The Nicholas Funds are distributed by Quasar Distributors, LLC.


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COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN NICHOLAS FUND, INC. AND S&P 500 INDEX (unaudited) The line graph which follows compares the initial account value and subsequent account value at the end of each of the most recently completed ten fiscal years of the Fund, to the same investment over the same periods in the S&P 500 Index. The graph assumes a $10,000 investment in the Fund and the index at the beginning of the period.   The Fund’s average annual total returns for the one-, five- and ten-year periods ended on the last day of the most recent fiscal year are as follows: One Year Ended

   

   Five Years Ended

   

   Ten Years EndedMarch 31, 2024

   

   March 31, 2024

   

   March 31, 2024Average Annual Total Return

   34.93%

   

   16.04%

   

   12.13%
  Past performance is not predictive of future performance, and the above graph and table do not reflect deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. – 4–


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Financial Highlights (NICSX)For a share outstanding throughout each period Years Ended March 31,2024

   

   

   2023

   

   

   2022

   

   

   2021

   

   

   2020NET ASSET VALUE, BEGINNING OF PERIOD

   $

   75.77

   

   $

   80.56

   

   $

   80.14

   

   $

   56.53

   

   $

   65.11INCOME (LOSS) FROMINVESTMENT OPERATIONSNet investment income(1)

   

   .32

   

   

   .21

   

   

   .15

   

   

   .33

   

   

   .33Net gain (loss) on securities(realized and unrealized)

   

   25.06

   

   

   (3.43

   )

   

   10.51

   

   

   28.49

   

   

   (3.33

   )Total from investment operations

   

   25.38

   

   

   (3.22

   )

   

   10.66

   

   

   28.82

   

   

   (3.00

   )LESS DISTRIBUTIONSFrom net investment income

   

   (.32

   )

   

   (.19

   )

   

   (.20

   )

   

   (.34

   )

   

   (.34

   )From net capital gain

   

   (5.58

   )

   

   (1.38

   )

   

   (10.04

   )

   

   (4.87

   )

   

   (5.24

   )Total distributions

   

   (5.90

   )

   

   (1.57

   )

   

   (10.24

   )

   

   (5.21

   )

   

   (5.58

   )NET ASSET VALUE, END OF PERIOD

   $

   95.25

   

   $

   75.77

   

   $

   80.56

   

   $

   80.14

   

   $

   56.53TOTAL RETURN

   

   34.93

   %

   

   (3.86

   )%

   

   13.42

   %

   

   51.97

   %

   

   (5.90

   )%SUPPLEMENTAL DATA:Net assets, end of period (millions)

   $

   4,177.7

   

   $

   3,256.2

   

   $

   3,582.6

   

   $

   3,353.3

   

   $

   2,370.2Ratio of expenses to average net assets

   

   .70

   %

   

   .71

   %

   

   .71

   %

   

   .71

   %

   

   .72

   %Ratio of net investment incometo average net assets

   

   .39

   %

   

   .30

   %

   

   .18

   %

   

   .46

   %

   

   .49

   %Portfolio turnover rate

   

   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. – 5–


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Top Ten Equity Portfolio HoldingsMarch 31, 2024 (unaudited) PercentageName

   of Net AssetsAlphabet Inc. Class C

   4.77

   %Microsoft Corporation

   4.60

   %Amazon.com, Inc.

   3.26

   %Apple Inc.

   2.40

   %O’Reilly Automotive, Inc.

   2.25

   %Home Depot, Inc.

   2.10

   %NVIDIA Corporation

   2.07

   %DexCom, Inc.

   2.03

   %Mastercard Incorporated Class A

   1.98

   %Salesforce, Inc.

   1.92

   %Total of top ten

   27.38

   %
  Sector Diversification(as a percentage of portfolio)March 31, 2024 (unaudited)   – 6–


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Fund ExpensesFor the six month period ended March 31, 2024 (unaudited) As a shareholder of the Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees and other operating expenses. The following table is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with those of other mutual funds. The example is based on an investment of $1,000 made at the beginning of the period and held for the entire period. The first line of the table below provides information about the actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as wire fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Beginning

   

   Ending

   

   Expenses PaidAccount Value

   

   Account Value

   

   During Period*09/30/23

   

   03/31/24

   

   10/01/23 – 03/31/24Actual

   $

   1,000.00

   $

   1,249.70

   $

   3.94Hypothetical

   

   1,000.00

   

   1,021.50

   

   3.54(5% return before expenses)*  Expenses are equal to the Fund’s six-month annualized expense ratio of 0.70%,multiplied by the average account value over the period, multiplied by 183 thendivided by 366 to reflect the one-half year period.
  – 7–


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Schedule of InvestmentsMarch 31, 2024 Shares orPrincipalAmount

   

   

   ValueCOMMON STOCKS — 94.96%Communication Services – Media & Entertainment — 6.22%1,308,450

   Alphabet Inc. Class C*

   $

   199,224,597693,645

   Trade Desk, Inc. Class A*

   

   60,638,446259,863,043Consumer Discretionary – ConsumerDiscretionary Distribution & Retail — 10.32%755,110

   Amazon.com, Inc.*

   

   136,206,742229,105

   Home Depot, Inc.

   

   87,884,67883,176

   O’Reilly Automotive, Inc.*

   

   93,895,723657,130

   TJX Companies Inc

   

   66,646,12588,800

   Ulta Beauty Inc.*

   

   46,431,744431,065,012Consumer Discretionary – Consumer Services — 4.01%22,900

   Chipotle Mexican Grill, Inc.*

   

   66,565,033178,045

   McDonald’s Corporation

   

   50,199,788554,560

   Starbucks Corporation

   

   50,681,238167,446,059Consumer Staples – ConsumerStaples Distribution & Retail — 1.84%105,000

   Costco Wholesale Corporation

   

   76,926,150Consumer Staples – Food, Beverage & Tobacco — 2.18%195,000

   Constellation Brands, Inc. Class A

   

   52,993,200545,040

   Mondelez International, Inc. Class A

   

   38,152,80091,146,000Energy – Energy — 1.19%1,700,000

   Enterprise Products Partners L.P.

   

   49,606,000Financials – Banks — 1.53%319,170

   JPMorgan Chase & Co.

   

   63,929,751Financials – Financial Services — 10.03%491,620

   Fiserv, Inc.*

   

   78,570,708446,792

   Global Payments Inc.

   

   59,718,219395,000

   Intercontinental Exchange, Inc.

   

   54,284,850171,510

   Mastercard Incorporated Class A

   

   82,594,071164,740

   S&P Global, Inc.

   

   70,088,633265,030

   Visa Inc. Class A

   

   73,964,572419,221,053Financials – Insurance — 1.82%227,270

   Aon Plc Class A

   

   75,844,544
  The accompanying notes to financial statements are an integral part of this schedule. – 8–


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Schedule of Investments(continued)March 31, 2024 Shares orPrincipalAmount

   

   

   ValueCOMMON STOCKS — 94.96% (continued)Health Care – Health Care Equipment & Services — 8.81%605,000

   Alcon AG

   $

   50,390,4501,110,000

   Boston Scientific Corporation*

   

   76,023,900610,160

   DexCom, Inc.*

   

   84,629,192183,615

   Laboratory Corporation of America Holdings

   

   40,112,533163,895

   Stryker Corporation

   

   58,653,104117,760

   UnitedHealth Group Incorporated

   

   58,255,872368,065,051Health Care – Pharmaceuticals,Biotechnology & Life Sciences — 7.30%832,410

   Astrazeneca PLC Sponsored ADR

   

   56,395,77883,685

   Eli Lilly and Company

   

   65,103,583383,977

   Merck & Co., Inc.

   

   50,665,7651,128,695

   Sanofi Sponsored ADR

   

   54,854,577134,363

   Thermo Fisher Scientific Inc.

   

   78,093,119305,112,822Industrials – Capital Goods — 5.32%1,005,000

   Fastenal Company

   

   77,525,700650,000

   Fortive Corp.

   

   55,913,000235,705

   Honeywell International Inc.

   

   48,378,451151,040

   Illinois Tool Works Inc.

   

   40,528,563222,345,714Industrials – Commercial & Professional Services — 3.33%102,725

   Cintas Corporation

   

   70,575,1571,182,245

   Copart, Inc.*

   

   68,475,630139,050,787Information Technology – Semiconductors &Semiconductor Equipment — 7.48%223,311

   Advanced Micro Devices, Inc.*

   

   40,305,40255,960

   KLA Corporation

   

   39,091,97742,410

   Lam Research Corporation

   

   41,204,28495,585

   NVIDIA Corporation

   

   86,366,783372,750

   Skyworks Solutions, Inc.

   

   40,376,280373,740

   Texas Instruments Incorporated

   

   65,109,245312,453,971Information Technology – Software & Services — 18.26%124,705

   Accenture Plc Class A

   

   43,224,000106,995

   Adobe Incorporated*

   

   53,989,677177,195

   Atlassian Corp Class A*

   

   34,572,516158,260

   Cadence Design Systems, Inc.*

   

   49,263,173
  The accompanying notes to financial statements are an integral part of this schedule. – 9–


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Schedule of Investments(continued)March 31, 2024 Shares orPrincipalAmount

   

   

   ValueCOMMON STOCKS — 94.96% (continued)Information Technology – Software &Services — 18.26% (continued)144,425

   CrowdStrike Holdings, Inc. Class A*

   $

   46,301,211456,475

   Microsoft Corporation

   

   192,048,162133,550

   Palo Alto Networks, Inc.*

   

   37,945,56180,000

   Roper Technologies, Inc.

   

   44,867,200266,065

   Salesforce, Inc.

   

   80,133,45783,460

   ServiceNow, Inc.*

   

   63,629,90497,030

   Synopsys, Inc.*

   

   55,452,645224,590

   Workday, Inc. Class A*

   

   61,256,923762,684,429Information Technology – TechnologyHardware & Equipment — 2.40%583,760

   Apple Inc.

   

   100,103,165Materials – Materials — 2.92%202,240

   Sherwin-Williams Company

   

   70,244,019190,310

   Vulcan Materials Company

   

   51,939,405122,183,424TOTAL COMMON STOCKS(cost $1,693,808,873)

   

   3,967,046,975SHORT-TERM INVESTMENTS — 4.97%Money Market Deposit Account — 1.02%$

   42,874,495

   U.S. Bank Money Market, 5.24%

   

   42,874,495Money Market Fund — 1.32%55,000,000

   Morgan Stanley Institutional Liquidity Funds Government Portfolio(Institutional Class), 7-day net yield, 5.222%

   

   55,000,000U.S. Government Securities — 2.63%55,000,000

   U.S. Treasury Bill 04/02/2024, 1.323%

   

   54,992,02455,000,000

   U.S. Treasury Bill 05/02/2024, 4.903%

   

   54,749,957109,741,981TOTAL SHORT-TERM INVESTMENTS(cost $207,620,212)

   

   207,616,476TOTAL INVESTMENTS(cost $1,901,429,085) – 99.93%

   

   4,174,663,451OTHER ASSETS, NET OF LIABILITIES – 0.07%

   

   3,070,374TOTAL NET ASSETS(basis of percentages disclosed above) – 100%

   $

   4,177,733,825* Non-income producing security.
  The accompanying notes to financial statements are an integral part of this schedule. – 10 –


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Statement of Assets and LiabilitiesMarch 31, 2024 ASSETSInvestments in securities at value (cost $1,901,429,085)

   $

   4,174,663,451Receivables —Investment securities sold

   

   4,161,687Dividend and interest

   

   1,806,454Capital stock subscription

   

   727,803Total receivables

   

   6,695,944Other

   

   208,052Total assets

   

   4,181,567,447LIABILITIESPayables —Due to adviser —Management fee

   

   2,280,858Accounting and administrative fee

   

   39,706Total due to adviser

   

   2,320,564Capital stock redemption

   

   1,379,389Other payables and accrued expense

   

   133,669Total liabilities

   

   3,833,622Total net assets

   $

   4,177,733,825NET ASSETS CONSIST OFPaid in capital

   $

   1,734,786,417Accumulated distributable earnings

   

   2,442,947,408Total net assets

   $

   4,177,733,825NET ASSET VALUE PER SHARE ($.50 par value,200,000,000 shares authorized), offering priceand redemption price (43,862,417 shares outstanding)

   $

   95.25
  The accompanying notes to financial statements are an integral part of this statement. – 11 –


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Statement of OperationsFor the year ended March 31, 2024 INCOMEDividend (net of foreign taxes of $21,381)

   $

   30,928,980Interest

   

   8,726,824Total income

   

   39,655,804EXPENSESManagement fee

   

   23,661,038Transfer agent fees

   

   642,525Administration services

   

   436,110Accounting & pricing services

   

   228,094Custodian fees

   

   182,046Insurance

   

   117,923Postage and mailing

   

   83,009Printing

   

   61,939Registration fees

   

   45,846Directors’ fees

   

   45,450Audit and tax fees

   

   38,010Legal fees

   

   10,673Other operating expenses

   

   14,217Total expenses

   

   25,566,880Net investment income

   

   14,088,924NET REALIZED GAIN ON INVESTMENTS

   

   294,009,899CHANGE IN NET UNREALIZED APPRECIATION/DEPRECIATIONON INVESTMENTS

   

   796,703,716Net realized and unrealized gain on investments

   

   1,090,713,615Net increase in net assets resulting from operations

   $

   1,104,802,539
  The accompanying notes to financial statements are an integral part of this statement. – 12 –


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Statements of Changes in Net AssetsFor the years ended March 31, 2024 and 2023 2024

   

   

   2023INCREASE (DECREASE) INNET ASSETS FROM OPERATIONSNet investment income

   $

   14,088,924

   

   $

   9,354,508Net realized gain on investments

   

   294,009,899

   

   

   125,729,741Change in net unrealizedappreciation/depreciation on investments

   

   796,703,716

   

   

   (285,834,016

   )Net increase (decrease) in net assetsresulting from operations

   

   1,104,802,539

   

   

   (150,749,767

   )DISTRIBUTIONS TO SHAREHOLDERSFrom investment operations

   

   (252,632,777

   )

   

   (68,729,673

   )CAPITAL SHARE TRANSACTIONSProceeds from shares issued(865,589 and 368,791 shares, respectively)

   

   72,598,215

   

   

   26,489,708Reinvestment of distributions(2,845,727 and 899,409 shares, respectively)

   

   232,949,541

   

   

   63,853,771Cost of shares redeemed(2,825,818 and 2,764,006 shares, respectively)

   

   (236,196,734

   )

   

   (197,284,012

   )Change in net assets derivedfrom capital share transactions

   

   69,351,022

   

   

   (106,940,533

   )Total increase (decrease) in net assets

   

   921,520,784

   

   

   (326,419,973

   )NET ASSETSBeginning of period

   

   3,256,213,041

   

   

   3,582,633,014End of period

   $

   4,177,733,825

   

   $

   3,256,213,041
  The accompanying notes to financial statements are an integral part of these statements. – 13 –


---



Notes to Financial StatementsMarch 31, 2024 (1) Summary of Significant Accounting Policies —Nicholas Fund, Inc. (the “Fund”) is organized as a Maryland corporation and isregistered as an open-end, diversified management investment company under theInvestment Company Act of 1940, as amended. The primary objective of the Fund islong-term growth. The following is a summary of the significant accounting policies ofthe Fund:(a) Equity securities traded on a stock exchange will ordinarily be valued on the basisof 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 securitiesprincipally traded on the NASDAQ market, the Fund uses the NASDAQ OfficialClosing Price. Investments in shares of open-end mutual funds, including moneymarket funds, are valued at their daily net asset value. Debt securities, excludingshort-term investments, are valued at their current evaluated bid price asdetermined by an independent pricing service, which generates evaluations on thebasis of dealer quotes for normal institutional-sized trading units, issuer analysis,bond market activity and various other factors. Short-term investments are valuedusing evaluated bid prices. Securities for which market quotations may not bereadily available are valued at their fair value as determined in good faith byprocedures adopted by the Board of Directors. The Board of Directors hasdelegated fair value responsibilities to Nicholas Company, Inc., the Fund’s adviser.The Fund did not maintain any positions in derivative instruments or engage inhedging activities during the year. Investment transactions for financial statementpurposes are recorded on trade date.In accordance with Accounting Standards Codification (“ASC”) 820-10, “Fair ValueMeasurement” (“ASC 820-10”), fair value is defined as the price that the Fundwould receive upon selling an investment in a timely transaction to an independentbuyer in the principal or most advantageous market of the investment. ASC 820-10established a three-tier hierarchy to maximize the use of observable market dataand minimize the use of unobservable inputs and to establish classification of fairvalue measurements for disclosure purposes. Inputs refer broadly to theassumptions that market participants would use in pricing the asset or liability,including assumptions about risk, for example, the risk inherent in a particularvaluation technique used to measure fair value such as a pricing model and/or therisk inherent in the inputs to the valuation technique. Inputs may be observable orunobservable. Observable inputs are inputs that reflect the assumptions marketparticipants would use in pricing the asset or liability based on market dataobtained from sources independent of the reporting entity. Unobservable inputs areinputs that reflect the reporting entity’s own assumptions about the assumptionsmarket participants would use in pricing the asset or liability based on the bestinformation available in the circumstances. The three-tier hierarchy of inputs issummarized in the three broad levels listed below.Level 1 – quoted prices in active markets for identical investmentsLevel 2 – other significant observable inputs (including quoted prices forsimilar investments, interest rates, benchmark yields, bids, offers, – 14 –


---



Notes to Financial Statements(continued)March 31, 2024 transactions, spreads and other relationships observed in themarkets among market securities, underlying equity of the issuer,proprietary pricing models, credit risk, etc.)Level 3 – significant unobservable inputs (including the Fund’s ownassumptions in determining the fair value of investments)The inputs or methodology used for valuing securities are not necessarily anindication of the risk associated with investing in those securities.The following is a summary of the inputs used as of March 31, 2024 in valuing theFund’s investments carried at value: InvestmentsValuation Inputs

   

   in SecuritiesLevel 1 —Common Stocks(1)

   $

   3,967,046,975Money Market Deposit Account

   

   42,874,495Money Market Fund

   

   55,000,000Level 2 —U.S. Government Securities

   

   109,741,981Level 3 —None

   

   —Total

   $

   4,174,663,451(1) See Schedule of Investments for further detail by industry.
  The Fund did not hold any Level 3 investments during the year.(b) Net realized gain (loss) on portfolio securities was computed on the basis ofspecific identification.(c) Dividend income is recorded on the ex-dividend date, and interest income isrecognized on an accrual basis. Non-cash dividends, if any, are recorded at valueon date of distribution. Generally, discounts and premiums on long-term debtsecurity purchases, if any, are amortized over the expected lives of the respectivesecurities using the effective yield method.(d) Provision has not been made for federal income taxes or excise taxes since theFund has elected to be taxed as a “regulated investment company” and intends todistribute substantially all net investment income and net realized capital gains onsales of investments to its shareholders and otherwise comply with the provisionsof Subchapter M of the Internal Revenue Code applicable to regulated investmentcompanies.(e) Dividends and distributions paid to shareholders are recorded on the ex-dividenddate. Distributions from net investment income are generally declared and paid atleast semiannually. Distributions of net realized capital gain, if any, are declared andpaid at least annually.The amount of distributions from net investment income and net realized capitalgain are determined in accordance with federal income tax regulations, which may – 15 –


---



Notes to Financial Statements(continued)March 31, 2024differ from U.S. generally accepted accounting principles (“U.S. GAAP”) forfinancial reporting purposes. Financial reporting records are adjusted for permanentbook-to-tax differences to reflect tax character. These reclassifications have noeffect on net assets or net asset value per share. At March 31, 2024,reclassifications were recorded to decrease accumulated distributed net realizedgain by $6,518,344, and increase paid in capital by $6,518,344.The tax character of distributions paid during the years ended March 31, 2024 and2023 was as follows: 03/31/2024

   

   03/31/2023Distributions paid from:Ordinary income

   $

   13,693,240

   $

   8,204,580Long-term capital gain

   

   238,939,537

   

   60,525,093Total distributions paid

   $

   252,632,777

   $

   68,729,673
  As of March 31, 2024, investment cost for federal tax purposes was$1,884,754,726 and the tax basis components of net assets were as follows: Unrealized appreciation

   $

   2,296,888,596Unrealized depreciation

   

   (6,979,871

   )Net unrealized appreciation

   

   2,289,908,725Undistributed ordinary income

   

   3,168,138Accumulated undistributed net realized capital gains

   

   167,077,954Other temporary differences

   

   (17,207,409

   )Paid in capital

   

   1,734,786,417Net assets

   $

   4,177,733,825
  The difference between financial statement and tax-basis investment cost isattributable primarily to holdings in partnership interests.The Fund had no material uncertain tax positions and has not recorded a liability forunrecognized tax benefits as of March 31, 2024. Also, the Fund recognized nointerest and penalties related to uncertain tax benefits during the year endedMarch 31, 2024. At March 31, 2024, the fiscal years 2021 through 2024 remainopen to examination in the Fund’s major tax jurisdictions.(f) The Fund is considered an investment company under U.S. GAAP and follows theaccounting and reporting guidance applicable to investment companies in theFinancial Accounting Standards Board (“FASB”) ASC 946, “Financial Services –Investment Companies.” U.S. GAAP guidance requires management to makeestimates and assumptions that effect the amounts reported in the financialstatements and accompanying notes. Actual results could differ from estimates.(g) In the normal course of business the Fund enters into contracts that contain generalindemnification clauses. The Fund’s maximum exposure under these arrangementsis unknown, as this would involve future claims against the Fund that have not yetoccurred. Based on experience, the Fund expects the risk of loss to be remote. – 16 –


---



Notes to Financial Statements(continued)March 31, 2024(h) In connection with the preparation of the Funds financial statements, managementevaluated subsequent events after the date of the Statement of Assets andLiabilities of March 31, 2024. There have been no material subsequent events sinceMarch 31, 2024 that would require adjustment to or additional disclosure in thesefinancial statements.(2) Related Parties (a) Investment Adviser and Management Agreement The Fund has an agreement with Nicholas Company, Inc. (with whom certainofficers and directors of the Fund are affiliated) (the Adviser) to serve asinvestment adviser and manager. Under the terms of the agreement, a monthly feeis paid to the Adviser based on an annualized fee of 0.75% of the average net assetvalue up to and including $50 million and 0.65% of the average net asset value inexcess of $50 million.The Adviser may be paid for accounting and administrative services rendered by itspersonnel, subject to the following guidelines: (i) up to five basis points, on anannual 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 assetvalue of the Fund greater than $2 billion, based on the average net asset value ofthe Fund as determined by valuations made at the close of each business day ofeach month, and (ii) where the preceding calculation results in an annual paymentof 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 theFund. The Fund incurred expenses of $5,168 for the year ended March 31, 2024 forlegal services rendered by this law firm.(3) Investment Transactions For the year ended March 31, 2024, the cost of purchases and the proceeds from salesof investment securities, other than short-term obligations, aggregated $370,941,374and $634,493,267, respectively.  17 


---



Report of Independent Registered Public Accounting Firm To the shareholders and Board of Directors of Nicholas Fund, Inc. Opinion on the Financial Statements and Financial Highlights We have audited the accompanying statement of assets and liabilities of Nicholas Fund, Inc. (the “Fund”), including the schedule of investments, as of March 31, 2024, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of March 31, 2024, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of March 31, 2024, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.   Milwaukee, WisconsinMay 29, 2024 We have served as the auditor of one or more Nicholas investment companies since 1977. – 18 –


---



Historical Record(unaudited) NetInvestment

   

   

   

   

   Dollar

   

   Growth ofNet

   

   Income

   

   

   Capital Gain

   

   Weighted

   

   an Initial**Asset Value**

   ****

   **Distributions**

   ****

   ****

   **Distributions**

   ****

   **Price/Earnings**

   

   $10,000Per Share

   

   Per Share(2)

   

   

   Per Share(2)

   

   Ratio(3)

   

   Investment(4)July 14, 1969(1)

   $

   6.59

   $

   —

   

   $

   —

   

   —

   $

   10,000March 31, 1985

   

   29.24

   

   0.6420

   

   

   1.5760

   

   13.2 times

   

   69,858March 31, 1986

   

   35.26

   

   0.5750

   

   

   0.6100

   

   15.8

   

   87,699March 31, 1987

   

   39.94

   

   0.8820

   

   

   0.1870

   

   16.3

   

   102,387March 31, 1988

   

   32.15

   

   1.8400

   

   

   4.0340

   

   14.1

   

   98,557March 31, 1989

   

   35.27

   

   1.0250

   

   

   0.4510

   

   13.2

   

   113,155March 31, 1990

   

   37.72

   

   0.9240

   

   

   1.0540

   

   14.9

   

   127,360March 31, 1991

   

   42.99

   

   0.7900

   

   

   0.2250

   

   16.9

   

   149,180March 31, 1992

   

   49.68

   

   0.6790

   

   

   0.8240

   

   19.4

   

   178,011March 31, 1993

   

   52.91

   

   0.6790

   

   

   2.0420

   

   18.5

   

   200,098March 31, 1994

   

   51.10

   

   0.8175

   

   

   1.0470

   

   16.7

   

   200,182March 31, 1995

   

   52.22

   

   0.7070

   

   

   3.3170

   

   17.2

   

   221,970March 31, 1996

   

   63.81

   

   0.5650

   

   

   4.0945

   

   21.0

   

   293,836March 31, 1997

   

   67.11

   

   0.4179

   

   

   5.3166

   

   21.7

   

   336,973March 31, 1998

   

   93.98

   

   0.3616

   

   

   5.8002

   

   30.0

   

   508,762March 31, 1999

   

   85.20

   

   0.5880

   

   

   8.2716

   

   31.7

   

   509,446March 31, 2000

   

   84.56

   

   0.3114

   

   

   5.9433

   

   37.3

   

   543,813March 31, 2001

   

   54.11

   

   0.1900

   

   

   19.2500

   

   26.6

   

   452,780March 31, 2002

   

   53.74

   

   0.2360

   

   

   —

   

   23.8

   

   451,627March 31, 2003

   

   40.37

   

   0.1585

   

   

   —

   

   16.4

   

   340,547March 31, 2004

   

   56.14

   

   0.0905

   

   

   —

   

   19.4

   

   474,406March 31, 2005

   

   60.05

   

   0.0678

   

   

   0.4100

   

   19.4

   

   511,476March 31, 2006

   

   61.49

   

   0.2512

   

   

   5.3194

   

   18.4

   

   574,151March 31, 2007

   

   57.85

   

   0.8173

   

   

   4.3310

   

   16.6

   

   588,783March 31, 2008

   

   45.03

   

   0.2283

   

   

   9.9501

   

   17.4

   

   550,664March 31, 2009

   

   27.71

   

   0.1714

   

   

   4.6096

   

   12.1

   

   376,093March 31, 2010

   

   44.00

   

   0.0939

   

   

   —

   

   19.1

   

   598,760March 31, 2011

   

   48.18

   

   0.0297

   

   

   3.7458

   

   17.9

   

   716,234March 31, 2012

   

   47.85

   

   0.1844

   

   

   3.3515

   

   18.7

   

   769,243March 31, 2013

   

   55.01

   

   0.0144

   

   

   2.6127

   

   20.1

   

   934,800March 31, 2014

   

   65.28

   

   0.3265

   

   

   2.7697

   

   21.0

   

   1,166,414March 31, 2015

   

   71.57

   

   0.2066

   

   

   5.6554

   

   21.5

   

   1,393,972March 31, 2016

   

   61.78

   

   0.3937

   

   

   3.4892

   

   16.8

   

   1,272,980March 31, 2017

   

   65.52

   

   0.4386

   

   

   1.7763

   

   22.2

   

   1,398,599March 31, 2018

   

   62.10

   

   0.4061

   

   

   9.2027

   

   23.9

   

   1,539,955March 31, 2019

   

   65.11

   

   0.3917

   

   

   4.1213

   

   23.8

   

   1,741,281March 31, 2020

   

   56.53

   

   0.3365

   

   

   5.2417

   

   22.5

   

   1,638,615March 31, 2021

   

   80.14

   

   0.3380

   

   

   4.8738

   

   33.1

   

   2,490,274March 31, 2022

   

   80.56

   

   0.1990

   

   

   10.0384

   

   27.1

   

   2,824,387March 31, 2023

   

   75.77

   

   0.1885

   

   

   1.3778

   

   27.6

   

   2,715,286March 31, 2024

   

   95.25

   

   0.3189

   (a)

   

   5.5797

   (b)

   34.1

   

   3,663,856
  (1)

   Date of Initial Public Offering.(2)

   Rounded.(3)

   Based on latest 12 months accomplished earnings.(4)

   Assuming reinvestment of all distributions.(a)

   Paid $0.0650501 on June 7, 2023 to shareholders of record on June 6, 2023.Paid $0.25383009 on December 27, 2023 to shareholders of record on December 26, 2023.(b)

   Paid $2.78105 on June 7, 2023 to shareholders of record on June 6, 2023.Paid $2.79868 on December 27, 2023 to shareholders of record on December 26, 2023. – 19 –


---



Approval of Investment Advisory Contract(unaudited) A discussion of the Approval by the Board of Directors of the Fund’s Investment Advisory Contract can be found in the Fund’s Semiannual Report dated September 30, 2023. Liquidity Risk Management Program(unaudited) The Fund has adopted and implemented a liquidity risk management program (the “Program”) in accordance with Rule 22e-4 under the 1940 Act. The Program seeks to assess and manage the Fund’s liquidity risk, i.e., the risk that the Fund is unable to satisfy redemption requests without significantly diluting remaining investors’ interests in the Fund. The Board of Directors of the Fund has designated Nicholas Company, Inc., the Fund’s investment adviser, to administer the Program. Certain aspects of the Program rely on third parties to perform certain functions, including the provision of market data and application of models. The Program is comprised of various components designed to support the assessment and/or management of liquidity risk, including: (1) the periodic assessment (no less frequently than annually) of certain factors that influence the Fund’s liquidity risk; (2) the periodic classification (no less frequently than monthly) of the Fund’s investments into one of four liquidity categories that reflect an estimate of their liquidity under current market conditions; (3) a 15% limit on the acquisition of “illiquid investments” (as defined under Rule 22e-4); (4) for a Fund that does not invest primarily in “highly liquid investments” (as defined under Rule 22e-4), the determination of a minimum percentage of the Fund’s assets that will generally be invested in highly liquid investments (a “Highly Liquid Investment Minimum”); and (5) periodic reporting to the Board of Directors. At a meeting of the Board of Directors on February 12, 2024, Nicholas Company, Inc. provided a written report to the Board addressing the operation, and the adequacy and effectiveness of the implementation, of the Program, including, as applicable, the operation of any Highly Liquid Investment Minimum and any material changes to the Program, for the period from January 1, 2023 through December 31, 2023 (the “Reporting Period”). Among other things, the annual report discussed: (1) the results of stress tests designed to assess liquidity under a hypothetical stressed scenario involving elevated redemptions; and (2) an assessment of the methodologies used to classify investments into one of four liquidity categories. The report concluded that the Program was reasonably designed to assess and manage liquidity risk and was adequately and effectively implemented during the Reporting Period. There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund’s prospectus for more information regarding the Fund’s exposure to liquidity risk and other risks to which it may be subject. – 20 –


---



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. Quarterly Portfolio Schedule(unaudited) The Fund files its complete schedule of investments with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. – 21 –


---



Directors and Officers of the Fund(unaudited) The following table sets forth the pertinent information about the Fund’s directors and officers as of March 31, 2024. Unless otherwise listed, the business address of each director and officer is 411 East Wisconsin Avenue, Milwaukee, WI 53202. Number ofTerm of

   

   PortfoliosPositions

   Office and

   Principal

   in Fund

   OtherHeld

   Length of

   Occupations

   Complex

   DirectorshipsWith

   Time

   During Past

   Overseen

   HeldName and Age

   

   Fund

   Served

   5 Years

   by Director

   by DirectorINTERESTED DIRECTORDavid O. Nicholas, CFA

   

   President,

   (2), 7 years

   President, Chief

   4

   None– 62(1)

   

   Director and

   

   Executive Officer, ChiefLead Portfolio

   Investment Officer andManager

   

   Director, NicholasCompany, Inc., theAdviser to the Fund. Heis also the Lead PortfolioManager of Nicholas II,Inc. and NicholasLimited Edition, Inc. andCo-Portfolio Manager ofNicholas Equity IncomeFund, Inc.DISINTERESTED DIRECTORSJohn A. Hauser

   

   Director

   (2), 7 years

   Chaplain, Door County

   4

   None– 65

   

   

   

   Medical Center, 2019 topresent. Private InvestorJanuary 2017 to present.Senior Vice President –Trust and CommunityRelations, Nicolet Bank,October 2016 toDecember 2016. SeniorVice President – Directorof Wealth Services, April2016 to October 2016.Prior to its acquisitionby Nicolet Bank in April2016, Mr. Hauser servedin various seniormanagement roles forBaylake Bank from 1984to 2008 and from 2009to April 2016.
  – 22 –


---



Directors and Officers of the Fund(continued)(unaudited) Number ofTerm of

   

   PortfoliosPositions

   Office and

   Principal

   in Fund

   OtherHeld

   Length of

   Occupations

   Complex

   DirectorshipsWith

   Time

   During Past

   Overseen

   HeldName and Age

   Fund

   Served

   5 Years

   by Director

   by DirectorDavid P. Pelisek, CFA

   Director

   (2), 4 years

   Private Investor,

   4

   None– 65

   

   

   September 2016 topresent. ManagingDirector, Robert W.Baird & Co., Inc. andPartner, Baird CapitalPartners Buyout FundsI-V, January 1994 toMay 2016.Julie M. Van Cleave

   Director

   (2), 2 years

   Private Investor, July

   4

   None– 64

   

   

   2020 to present. ChiefInvestment Officer,University of WisconsinFoundation, July 2013to June 2020.Term ofPositions

   Office andHeld

   Length ofWith

   TimeName and Age

   Fund

   Served

   Principal Occupations During Past 5 YearsOFFICERSLawrence J. Pavelec, CFA

   Senior Vice

   Annual,

   Executive Vice President, Secretary and Chief– 65

   President

   19 years

   Operating Officer, Nicholas Company, Inc., theand

   

   Adviser to the Fund, and employed by theSecretary

   

   Adviser since 2003.Jennifer R. Kloehn, CPA

   Senior Vice

   Annual,

   Executive Vice President, Treasurer, Chief– 50

   President,

   8 years

   Financial Officer and Chief Compliance Officer,Treasurer

   

   Nicholas Company, Inc. the Adviser to the Fund,and Chief

   

   and employed by the Adviser since 1998.ComplianceOfficerMichael L. Shelton,

   Senior Vice

   Annual,

   Senior Vice President, Nicholas Company, Inc.,CFA, CPA

   President,

   8 years

   the Adviser to the Fund and Lead Portfolio– 52

   and Co-

   

   Manager of Nicholas Equity Income Fund, Inc.Portfolio

   

   He served as Co-Portfolio Manager of NicholasManager

   

   Equity Income, Inc. from April 2011 toAugust 2016.
  – 23 –


---



Directors and Officers of the Fund(continued)(unaudited) Term ofPositions

   Office andHeld

   Length ofWith

   TimeName and Age

   Fund

   Served

   Principal Occupations During Past 5 YearsJeffrey J. Strong, CFA

   Senior

   Annual,

   Vice President, Nicholas Company, Inc., the– 40

   Vice

   3 years

   Adviser to the Fund. Co-Portfolio ManagerPresident

   

   (effective July 29, 2021) of the Fund andand Co-

   

   employed by Nicholas Company, Inc. sincePortfolio

   

   April 2021. He was a portfolio manager at theManager

   

   State of Wisconsin Investment Board fromSeptember 2018 to April 2021, and researchanalyst at Heartland Advisors from February 2017to September 2018 and at BMO AssetManagement Corp. from September 2006 toOctober 2016.
  (1)

   David O. Nicholas is the only director of the Fund who is an “interested person” of the Fund, as that term is defined in the 1940 Act. Mr. Nicholas is a Director of the Adviser and owns 60% of the outstanding voting securities of the Adviser.(2)

   Until duly elected or re-elected at a subsequent annual meeting of the Fund. The Fund’s Statement of Additional Information includes additional information about the Fund directors and is available, without charge, upon request, by calling 800-544-6547 or 414-276-0535. – 24 –


---



Privacy Policy(unaudited) Nicholas Fund, Inc. respects each shareholder’s right to privacy. We are committed to safeguarding the information that you provide us to maintain and execute transactions on your behalf. We collect the following non-public personal information about you: *

   Information we receive from you on applications or other forms, whether we receive the form in writing or electronically. This includes, but is not limited to, your name, address, phone number, tax identification number, date of birth, beneficiary information and investment selection.*

   Information about your transactions with us and account history with us. This includes, but is not limited to, your account number, balances and cost basis information. This also includes transaction requests made through our transfer agent.*

   Other general information that we may obtain about you such as demographic information. WE DO NOT SELL ANY NON-PUBLIC PERSONAL INFORMATION ABOUT CURRENT OR FORMER SHAREHOLDERS. INFORMATION SHARED WITH OUR TRANSFER AGENT, A THIRD PARTY COMPANY, ALSO IS NOT SOLD. We may share, only as permitted by law, non-public personal information about you with third party companies. Listed below are some examples of third parties to whom we may disclose non-public personal information. While these examples do not cover every circumstance permitted by law, we hope they help you understand how your information may be shared. We may share non-public personal information about you: *

   With companies who work for us to service your accounts or to process transactions that you may request. This would include, but is not limited to, our transfer agent to process your transactions, mailing houses to send you required reports and correspondence regarding the Fund and its Adviser, the Nicholas Company, Inc., and our dividend disbursing agent to process fund dividend checks.*

   With a party representing you, with your consent, such as your broker or lawyer.*

   When required by law, such as in response to a subpoena or other legal process. The Fund and its Adviser maintain policies and procedures to safeguard your non-public personal information. Access is restricted to employees who the Adviser determines need the information in order to perform their job duties. To guard your non-public personal information we maintain physical, electronic, and procedural safeguards that comply with federal standards. In the event that you hold shares of the Fund with a financial intermediary, including, but not limited to, a broker-dealer, bank, or trust company, the privacy policy of your financial intermediary would govern how your non-public personal information would be shared with non-affiliated third parties. – 25 –


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Automatic Investment Plan — An Update(unaudited) The Nicholas Family of Funds’ Automatic Investment Plan provides a simple method to dollar cost average into the fund(s) of your choice. Dollar cost averaging involves making equal systematic investments over an extended time period. A fixed dollar investment will purchase more shares when the market is low and fewer shares when the market is high. The automatic investment plan is an excellent way for you to become a disciplined investor. The following table illustrates what dollar cost averaging can achieve. Please note that past performance is no guarantee of future results. Nicholas Company recommends dollar cost averaging as a practical investment method. It should be consistently applied for long periods so that investments are made through several market cycles. Nicholas Fund$1,000 initial investment on

   

   07/14/1969

   *

   

   03/31/2014Number of years investing $100 each monthfollowing the date of initial investment

   

   54.7

   

   

   10Total cash invested

   $

   66,700

   

   $

   13,000Total dividend and capital gain distributions reinvested

   $

   3,531,400

   

   $

   7,723Total full shares owned at 03/31/2024

   

   59,057

   

   

   293Total market value at 03/31/2024

   $

   5,625,265

   

   $

   27,984
  The results above assume purchase on the last day of the month. The Nicholas Automatic Investment Plan actually invests on the date specified by the investor. Total market value includes reinvestment of all distributions. *

   Date of Initial Public Offering. – 26 –


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Nicholas Funds Services Offered(unaudited) •

   IRAs• Traditional

   • SIMPLE• Roth

   • SEP•

   Coverdell Education 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 (800-544-6547). – 27 –


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Notes


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Notes


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Directors and OfficersDAVID O. NICHOLAS, President and DirectorJOHN A. HAUSER, DirectorDAVID P. PELISEK, DirectorJULIE M. VAN CLEAVE, DirectorJENNIFER R. KLOEHN, Senior Vice President,Treasurer and Chief Compliance OfficerLAWRENCE J. PAVELEC, Senior Vice President and SecretaryMICHAEL L. SHELTON, Senior Vice PresidentJEFFREY J. STRONG, Senior Vice PresidentInvestment AdviserNICHOLAS COMPANY, INC.Milwaukee, Wisconsinwww.nicholasfunds.com414-276-0535 or 800-544-6547AccountantDividend Disbursing AgentTransfer AgentU.S. BANCORP FUND SERVICES, LLCMilwaukee, Wisconsin414-276-0535 or 800-544-6547DistributorQUASAR DISTRIBUTORS, LLCPortland, MaineCustodianU.S. BANK N.A.Milwaukee, WisconsinIndependent Registered Public Accounting FirmDELOITTE & TOUCHE LLPMilwaukee, WisconsinCounselMICHAEL BEST & FRIEDRICH LLPMilwaukee, Wisconsin This report is submitted for the information of shareholders of the Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus.


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Item 2. Code of Ethics. (a) The registrant has adopted a Code of Ethics that applies to the registrants principal executive officerand principal financial officer. (b) Not applicable. (c) During the period covered by the report, there were no amendments to the provisions of the Code of Ethics adopted in Item 2(a) above. (d) During the period covered by the report, no implicit or explicit waivers were made with respect to the provisions of the Code of Ethics adopted in Item 2(a) above. (e) Not applicable. (f)The registrantsCode of Ethics is attached as Exhibit 13(a)(1) to this Form N-CSR. Item 3. Audit Committee Financial Expert. The Fund's Board of Directors has determined that Mr. David P. Pelisek, an independent director, qualifies as an audit committee financial expert as that term is defined for purposes of this item. He wasselected as the Funds Audit Committee Financial Expert at the Funds Board of Directors Meeting heldon February 3, 2020. Item 4. Principal Accountant Fees and Services. (a)Audit Fees. The aggregate fees billed for each of the last two fiscal years (the "Reporting Periods") for professional services rendered by the Fund's principal accountant (the "Auditor") for the audit of the Fund's annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $31,680 in 2024 and $30,170 in 2023. (b)Audit-Related Fees. There were no fees billed in each of the last two fiscal years for assurance and related services rendered by the Auditor to the Fund that are reasonably related to the performance of the audit of the Fund's financial statements and are not reported under paragraph (a) of this Item 4. (c)Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning ("Tax Services") were $6,330 in 2024 and $7,050 in 2023. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held. (d)All Other Fees. The aggregate fees billed for professional services rendered by the Auditor to the Fund's investment adviser were approximately $21,680 in 2023 and $20,650 in 2022. These services were for the audit of the investment adviser for the adviser's fiscal year ended 10/31/2023 and 10/31/2022, respectively.


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(e) (1)Audit Committee Pre-Approval Policies and Procedures. The Fund's Board of Director's has not adopted any pre-approval policies and procedures as described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. The Fund's Board of Directors meets with the Auditors and management to review and authorize the Auditor's engagements for audit and non-audit services to the Fund and its Adviser prior to each engagement. (e) (2) The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows: (b)

   N/A(c)

   N/A(d)

   N/A (f) No disclosures are required by this Item 4(f). (g) There were no non-audit fees billed in each of the last two fiscal years by the Auditor for services rendered to the Fund or the Fund's investment adviser that provides ongoing services. (h) No disclosures are required by this Item 4(h). (i) Not applicable. (j) Not applicable. Item 5. Audit Committee of Listed Registrants.Not applicable to this filing. Item 6. Schedule of Investments. The schedule of investments in securities of unaffiliated issuers is included as part of the report to shareholders filed under Item 1 of this Form N-CSR. Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Applicable only to annual reports filed by closed-end funds. Item 8. Portfolio Managers of Closed-End Management Investment Companies. Applicable only to annual reports filed by closed-end funds. Item 9. Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers. Applicable only to closed-end funds. Item 10. Submission of Matters to a Vote of Security Holders. Not applicable to this filing.


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Item 11. Controls and Procedures. (a) The Fund’s principal executive officer and principal financial officer, or persons performing similar functions, have concluded that the registrant’sdisclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) are effective, basedon 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 likelyto materially affect, the registrant’s internal control overfinancial reporting. Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies. Applicable only to closed-end funds. Item 13. 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), attached hereto as EX-99.CODE ETH. (a)(2) 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)(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more person. Applicable only to closed-end funds. (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.


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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. NicholasName: David O. NicholasTitle: Principal Executive OfficerDate:May 30, 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. NicholasName: David O. NicholasTitle: Principal Executive OfficerDate:May 30, 2024By:/s/ Jennifer R. KloehnName: Jennifer R. KloehnTitle: Principal Financial OfficerDate:May 30, 2024