Nicholas II Inc.

07/07/2026 | Press release | Distributed by Public on 07/07/2026 10:17

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 811-03851

Nicholas II, 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: 10/31/2026

Date of reporting period: 04/30/2026

Item 1. Report to Stockholders.

Nicholas II, Inc.

Class I - NCTWX

Semi-Annual Shareholder Report

April 30, 2026

This semi-annual shareholder report contains important information about Nicholas II, Inc. (the "Fund") - Class I (the "Class") for the period of November 1, 2025 to April 30, 2026. You can find additional information about the Fund at www.nicholasfunds.com/FundMaterials. 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
Class I $29 0.60%
Key Fund Statistics
As of April 30, 2026
Net Assets $880,222,932
Number of Portfolio Holdings 68
Portfolio Turnover Rate 14.76%
Top Ten Equity Holdings
As of April 30, 2026
Name Percentage of Net Assets
Lattice Semiconductor Corporation 3.61%
Teledyne Technologies Incorporated 2.90%
AMETEK, Inc. 2.89%
Microchip Technology Incorporated 2.58%
O'Reilly Automotive, Inc. 2.51%
Corpay, Inc. 2.44%
Nordson Corporation 2.44%
CBRE Group, Inc. Class A 2.30%
Vulcan Materials Company 2.30%
IDEX Corporation 2.29%
Total of top ten 26.26%
Sector Diversification (As a Percentage of Total Investments)
As of April 30, 2026
Where Can I Find Additional Information About the Fund?

Additional information is available on the Fund's website, www.nicholasfunds.com/FundMaterials, 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 of other members of your household, please call the Fund at 1-800-544-6547.

Nicholas II, Inc.

Class N - NNTWX

Semi-Annual Shareholder Report

April 30, 2026

This semi-annual shareholder report contains important information about Nicholas II, Inc. (the "Fund") - Class N (the "Class") for the period of November 1, 2025 to April 30, 2026. You can find additional information about the Fund at www.nicholasfunds.com/FundMaterials. 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
Class N $44 0.91%
Key Fund Statistics
As of April 30, 2026
Net Assets $880,222,932
Number of Portfolio Holdings 68
Portfolio Turnover Rate 14.76%
Top Ten Equity Holdings
As of April 30, 2026
Name Percentage of Net Assets
Lattice Semiconductor Corporation 3.61%
Teledyne Technologies Incorporated 2.90%
AMETEK, Inc. 2.89%
Microchip Technology Incorporated 2.58%
O'Reilly Automotive, Inc. 2.51%
Corpay, Inc. 2.44%
Nordson Corporation 2.44%
CBRE Group, Inc. Class A 2.30%
Vulcan Materials Company 2.30%
IDEX Corporation 2.29%
Total of top ten 26.26%
Sector Diversification (As a Percentage of Total Investments)
As of April 30, 2026
Where Can I Find Additional Information About the Fund?

Additional information is available on the Fund's website, www.nicholasfunds.com/FundMaterials, 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 of 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.

(a) and (b)

Financial Highlights Class I (NCTWX)

For a share outstanding throughout each period

Six Months
Ended
04/30/2026

One Month
Ended

Years Ended September 30,

(unaudited)

10/31/2025*

2025

2024

2023

2022

2021

NET ASSET VALUE, BEGINNING OF PERIOD

$ 32.79 $ 33.51 $ 35.26 $ 29.22 $ 26.69 $ 35.98 $ 28.68

INCOME (LOSS) FROM INVESTMENT OPERATIONS

Net investment income (1)

.01 - .03 .09 .11 .05 .05

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

(1.09 ) (.72 ) (.05 ) 6.19 3.50 (5.90 ) 8.45

Total from investment operations

(1.08 ) (.72 ) (.02 ) 6.28 3.61 (5.85 ) 8.50

LESS DISTRIBUTIONS

From net investment income

(.02 ) - (.06 ) (.12 ) (.06 ) (.05 ) (.05 )

From net capital gain

(3.62 ) - (1.67 ) (.12 ) (1.02 ) (3.39 ) (1.15 )

Total distributions

(3.64 ) - (1.73 ) (.24 ) (1.08 ) (3.44 ) (1.20 )

NET ASSET VALUE, END OF PERIOD

$ 28.07 $ 32.79 $ 33.51 $ 35.26 $ 29.22 $ 26.69 $ 35.98

TOTAL RETURN

(3.90 )%(2) (2.15 )%(2) (.07 )% 21.54 % 13.83 % (18.51 )% 30.26 %

SUPPLEMENTAL DATA

Net assets, end of period (millions)

$ 824.5 $ 932.7 $ 962.9 $ 1,041.6 $ 882.4 $ 798.8 $ 1,031.3

Ratio of expenses to average net assets

.60 %(3) .61 %(3) .59 % .59 % .60 % .59 % .59 %

Ratio of net investment income (loss) to average net assets

.05 %(3) (.08 )%(3) .09 % .27 % .39 % .15 % .15 %

Portfolio turnover rate

14.76 %(3) .32 %(2) 14.25 % 9.52 % 6.26 % 15.76 % 19.57 %

*

For the one month ended October 31, 2025. Prior to October 1, 2025, the Fund's fiscal year end was September 30.

(1)

Computed based on average shares outstanding.

(2)

Not annualized.

(3)

Annualized.

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

- 1 -

Financial Highlights Class N (NNTWX)

For a share outstanding throughout each period

Six Months
Ended
04/30/2026

One Month
Ended

Years Ended September 30,

(unaudited)

10/31/2025*

2025

2024

2023

2022

2021

NET ASSET VALUE, BEGINNING OF PERIOD

$ 31.36 $ 32.06 $ 33.89 $ 28.16 $ 25.82 $ 34.97 $ 27.94

INCOME (LOSS) FROM INVESTMENT OPERATIONS

Net investment income (loss) (1)

(.03 ) (.01 ) (.07 ) (.01 ) .03 (.05 ) (.05 )

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

(1.03 ) (.69 ) (.05 ) 5.96 3.38 (5.71 ) 8.23

Total from investment operations

(1.06 ) (.70 ) (.12 ) 5.95 3.41 (5.76 ) 8.18

LESS DISTRIBUTIONS

From net investment income

(.01 ) - (.04 ) (.10 ) (.05 ) - -

From net capital gain

(3.62 ) - (1.67 ) (.12 ) (1.02 ) (3.39 ) (1.15 )

Total distributions

(3.63 ) - (1.71 ) (.22 ) (1.07 ) (3.39 ) (1.15 )

NET ASSET VALUE, END OF PERIOD

$ 26.67 $ 31.36 $ 32.06 $ 33.89 $ 28.16 $ 25.82 $ 34.97

TOTAL RETURN

(4.04 )%(2) (2.18 )%(2) (.40 )% 21.18 % 13.49 % (18.75 )% 29.85 %

SUPPLEMENTAL DATA

Net assets, end of period (millions)

$ 55.7 $ 67.1 $ 70.0 $ 80.6 $ 72.5 $ 70.1 $ 95.6

Ratio of expenses to average net assets

.91 %(3) .92 %(3) .90 % .90 % .91 % .89 % .89 %

Ratio of net investment income (loss) to average net assets

(.26 )%(3) (.40 )%(3) (.22 )% (.05 )% .08 % (.16 )% (.15 )%

Portfolio turnover rate

14.76 %(3) .32 %(2) 14.25 % 9.52 % 6.26 % 15.76 % 19.57 %

*

For the one month ended October 31, 2025. Prior to October 1, 2025, the Fund's fiscal year end was September 30.

(1)

Computed based on average shares outstanding.

(2)

Not annualized.

(3)

Annualized.

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

- 2 -

Schedule of Investments

April 30, 2026 (unaudited)

Shares or
Principal
Amount

Value

COMMON STOCKS - 97.63%

Consumer Discretionary - Consumer Discretionary Distribution & Retail - 7.15%

49,990

Burlington Stores, Inc.*

$ 15,997,300
222,070

O'Reilly Automotive, Inc.*

22,073,758
29,465

Ulta Beauty Inc.*

15,836,848
49,863

Williams-Sonoma, Inc.

9,035,674
62,943,580

Consumer Discretionary - Consumer Durables & Apparel - 1.61%

122,756

SharkNinja, Inc.*

14,182,001

Consumer Discretionary - Consumer Services - 8.46%

374,170

Chipotle Mexican Grill, Inc.*

12,718,038
35,255

Domino's Pizza, Inc.

11,966,252
48,410

Hilton Worldwide Holdings Inc.

15,688,229
207,515

Service Corporation International

16,814,941
171,685

Viking Holdings Ltd*

14,062,718
19,291

Wingstop Inc.

3,164,882
74,415,060

Consumer Staples - Consumer Staples Distribution & Retail - 2.03%

190,644

BJ's Wholesale Club Holdings, Inc.*

17,899,565

Financials - Financial Services - 7.08%

70,110

Corpay, Inc.*

21,486,612
54,544

Jack Henry & Associates, Inc.

8,386,140
77,860

Northern Trust Corporation

12,951,232
103,884

Raymond James Financial, Inc.

16,446,915
26,654

Tradeweb Markets Inc.

3,018,566
62,289,465

Financials - Insurance - 0.60%

18,410

Arthur J. Gallagher & Co.

3,799,824
42,725

Ryan Specialty Holdings, Inc.

1,485,548
5,285,372

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

- 3 -

Schedule of Investments (continued)

April 30, 2026 (unaudited)

Shares or
Principal
Amount

Value

COMMON STOCKS - 97.63% (continued)

Health Care - Health Care Equipment & Services - 7.45%

155,800

Cooper Companies, Inc.*

$ 9,799,820
176,535

Globus Medical Inc Class A*

15,919,926
59,605

ResMed Inc.

12,744,145
77,075

STERIS plc

16,716,026
66,810

Veeva Systems Inc Class A*

10,420,356
65,600,273

Health Care - Pharmaceuticals, Biotechnology & Life Sciences - 8.16%

131,836

Bio-Techne Corporation

7,293,168
71,040

Charles River Laboratories International, Inc.*

11,861,549
79,393

IQVIA Holdings Inc*

12,573,469
14,964

Mettler-Toledo International Inc.*

19,103,192
141,650

Revvity, Inc.

12,269,723
515,270

Stevanato Group SpA

8,759,590
71,860,691

Industrials - Capital Goods - 14.88%

193,010

A. O. Smith Corporation

11,935,738
107,985

AMETEK, Inc.

25,430,468
73,822

Fastenal Company

3,316,823
238,700

Fortive Corp.

14,271,873
92,468

IDEX Corporation

20,144,154
35,390

L3Harris Technologies Inc

11,344,265
6,514

Lennox International Inc.

3,484,273
74,325

Nordson Corporation

21,439,046
72,758

Westinghouse Air Brake Technologies Corporation

19,636,657
131,003,297

Industrials - Commercial & Professional Services - 11.05%

69,740

Booz Allen Hamilton Holding Corporation

5,423,680
75,500

Broadridge Financial Solutions, Inc.

11,625,490
97,375

Paylocity Holding Corp.*

10,272,089
146,233

RB Global, Inc.

15,252,102
50,956

Republic Services, Inc.

10,661,014
252,068

TransUnion

17,896,828
78,305

Verisk Analytics Inc

14,446,489
70,757

Waste Connections, Inc.

11,655,093
97,232,785

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

- 4 -

Schedule of Investments (continued)

April 30, 2026 (unaudited)

Shares or
Principal
Amount

Value

COMMON STOCKS - 97.63% (continued)

Industrials - Transportation - 2.28%

94,415

Old Dominion Freight Line, Inc.

$ 20,056,578

Information Technology - Semiconductors & Semiconductor Equipment - 6.19%

259,764

Lattice Semiconductor Corporation*

31,763,942
244,380

Microchip Technology Incorporated

22,705,346
54,469,288

Information Technology - Software & Services - 9.73%

105,645

Datadog, Inc.*

13,965,213
246,449

Dynatrace, Inc.*

8,923,918
118,739

Elastic NV*

5,513,052
7,739

Fair Isaac Corporation*

7,932,475
32,721

Gartner, Inc.*

4,858,741
51,229

MongoDB, Inc.*

12,849,770
182,161

Okta, Inc. Class A*

13,416,158
110,704

PTC Inc.*

15,088,955
23,505

Zscaler, Inc.*

3,071,633
85,619,915

Information Technology - Technology Hardware & Equipment - 4.43%

98,195

CDW Corporation

13,443,877
39,579

Teledyne Technologies Incorporated*

25,562,097
39,005,974

Materials - Materials - 3.40%

78,580

AptarGroup, Inc.

9,718,774
66,991

Vulcan Materials Company

20,213,864
29,932,638

Real Estate - Real Estate Management & Development - 3.13%

141,770

CBRE Group, Inc. Class A*

20,234,832
211,706

CoStar Group, Inc.*

7,327,145
27,561,977

TOTAL COMMON STOCKS

(cost $475,798,913)

859,358,459

RIGHTS - 0.00%

Financials - Financial Services - 0.00%

153,405

TPG, Inc. Contingent Value Rights * (1) (2)

0

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

- 5 -

Schedule of Investments (continued)

April 30, 2026 (unaudited)

Shares or
Principal
Amount

Value

SHORT-TERM INVESTMENTS - 2.44%

Money Market Deposit Account - 1.08%

$ 9,518,104

U.S. Bank Money Market, 3.45%

$ 9,518,104

Money Market Fund - 1.36%

12,000,000

First American Money Market Funds Government Obligations Fund - X Class, 7-day net yield, 3.58%

12,000,000

TOTAL SHORT-TERM INVESTMENTS

(cost $21,518,105)

21,518,104

TOTAL INVESTMENTS

(cost $497,317,018) - 100.07%

880,876,563

LIABILITIES, NET OF OTHER ASSETS - (0.07)%

(653,631 )

TOTAL NET ASSETS

(basis of percentages disclosed above) - 100%

$ 880,222,932

*

Non-income producing security.

(1)

The Fund holds Contingent Value Rights ("CVRs") acquired via a corporate action distribution on April 8, 2026. The CVRs were issued pursuant to the Contingent Value Rights Agreement dated April 7, 2026, among Hopper Parent Inc., Hologic, Inc., and the Rights Agent. CVRs represent unsecured contractual rights to receive future cash payments, if any, contingent upon the achievement of specified revenue-based milestones related to Hologic Inc.'s "Breast Health" business segment. The CVRs provide for up to two potential milestone payments, each ranging from $0.50 to $1.50 per CVR, determined by linear interpolation based on revenue achieved during the applicable milestone period. The maximum aggregate amount payable is $3.00 per CVR.

(2)

The CVRs are restricted securities. The CVRs do not represent equity interests, carry no voting or dividend rights, and are non-transferable except in limited circumstances defined as "Permitted Transfers" in the Contingent Value Rights Agreement. The CVRs are not listed on any securities exchange and have no established secondary market.

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

- 6 -

Statement of Assets and Liabilities

April 30, 2026 (unaudited)

ASSETS

Investments in securities at value (cost $497,317,018)

$ 880,876,563

Receivables

Dividend and interest

206,532

Capital stock subscription

8,960

Total receivables

215,492

Other

41,505

Total assets

881,133,560

LIABILITIES

Payables

Due to adviser

Management fee

374,576

Accounting and administration fee

11,887

Total due to adviser

386,463

Capital stock redemption

474,335

12b-1 and servcing fee

23,758

Other payable and accrued expense

26,072

Total liabilities

910,628

Total net assets

$ 880,222,932

NET ASSETS CONSIST OF

Paid in capital

$ 499,735,870

Accumulated distributable earnings

380,487,062

Total net assets

$ 880,222,932

CLASS I

Net assets

$ 824,473,744

Shares outstanding

29,373,838

NET ASSET VALUE PER SHARE ($.01 par value, 125,000,000 shares authorized), offering price and redemption price

$ 28.07

CLASS N

Net assets

$ 55,749,188

Shares outstanding

2,090,426

NET ASSET VALUE PER SHARE ($.01 par value, 75,000,000 shares authorized), offering price and redemption price

$ 26.67

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

- 7 -

Statement of Operations

For the six months ended April 30, 2026 (unaudited)

INCOME

Dividend (net of foreign taxes of $38,292)

$ 2,694,275

Interest

343,923

Total income

3,038,198

EXPENSES

Management fee

2,428,646

Transfer agent fees

90,237

Administration services

77,282

12b-1 fees - Class N

70,849

Accounting and pricing services

46,312

Registration fees

27,640

Servicing fees - Class N

24,643

Custodian fees

23,692

Insurance

20,758

Postage and mailing

16,586

Audit and tax fees

15,500

Directors' fees

12,848

Printing

12,557

Legal fees

10,132

Other operating expenses

9,795

Total expenses

2,887,477

Net investment income

150,721

NET REALIZED LOSS ON INVESTMENTS

(2,908,996 )

CHANGE IN NET UNREALIZED APPRECIATION/DEPRECIATION ON INVESTMENTS

(33,079,947 )

Net realized and unrealized gain (loss) on investments

(35,988,943 )

Net increase (decrease) in net assets resulting from operations

$ (35,838,222 )

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

- 8 -

Statements of Changes in Net Assets

For the six months ended April 30, 2026 (unaudited), one month ended October 31, 2025*, and fiscal year ended September 30, 2025

Six Months
Ended
4/30/2026
(unaudited)

One Month
Ended
10/31/2025 *

Year Ended
9/30/2025

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

Net investment gain (loss)

$ 150,721 $ (91,738 ) $ 721,513

Net realized gain (loss) on investments

(2,908,996 ) 2,048,550 129,216,287

Change in net unrealized appreciation/depreciation on investments

(33,079,947 ) (23,901,213 ) (131,117,343 )

Net increase (decrease) in net assets resulting from operations

(35,838,222 ) (21,944,401 ) (1,179,543 )

DISTRIBUTIONS TO SHAREHOLDERS FROM

Investment operations - Class I

(101,965,520 ) - (50,630,302 )

Investment operations - Class N

(7,443,069 ) - (3,944,420 )

Total distributions

(109,408,589 ) - (54,574,722 )

CAPITAL SHARE TRANSACTIONS

Proceeds from shares issued - Class I (269,094, 28,570 and 349,125 shares, respectively)

8,171,526 951,751 11,882,388

Reinvestment of distributions - Class I (2,487,313, 0 and 1,122,740 shares, respectively)

73,873,200 - 37,791,421

Cost of shares redeemed - Class I (1,824,975, 321,275 and 2,274,539 shares, respectively)

(54,901,059 ) (10,700,079 ) (76,853,847 )

Proceeds from shares issued - Class N (15,940, 946 and 66,778 shares, respectively)

448,170 30,084 2,164,515

Reinvestment of distributions - Class N (258,981, 0 and 121,134 shares, respectively)

7,316,215 - 3,910,221

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

- 9 -

Statements of Changes in Net Assets (continued)

For the six months ended April 30, 2026 (unaudited), one month ended October 31, 2025*, and fiscal year ended September 30, 2025

Six Months
Ended
4/30/2026
(unaudited)

One Month
Ended
10/31/2025 *

Year Ended
9/30/2025

CAPITAL SHARE TRANSACTIONS (continued)

Cost of shares redeemed - Class N (325,277, 43,159 and 383,493 shares, respectively)

$ (9,258,508 ) $ (1,375,260 ) $ (12,482,980 )

Change in net assets derived from capital share transactions

25,649,544 (11,093,504 ) (33,588,282 )

Total increase (decrease) in net assets

(119,597,267 ) (33,037,905 ) (89,342,547 )

NET ASSETS

Beginning of period

999,820,199 1,032,858,104 1,122,200,651

End of period

$ 880,222,932 $ 999,820,199 $ 1,032,858,104

*

For the one month ended October 31, 2025. Prior to October 1, 2025, the Fund's fiscal year end was September 30.

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

- 10 -

Notes to Financial Statements

April 30, 2026 (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 Financial Statements and Other Information on Form N-CSR for the year ended October 31, 2025.

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 II, 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

- 11 -

Notes to Financial Statements (continued)

April 30, 2026 (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 April 30, 2026 in valuing the Fund's investments carried at value:

Valuation Inputs

Investments
in Securities

Level 1 -

Common Stocks(1)

$ 859,358,459

Money Market Deposit Account

9,518,104

Money Market Fund

12,000,000

Level 2 -

None

-

Level 3 -

Contingent Value Rights

0

Total

$ 880,876,563

(1)

See Schedule of Investments for further detail by industry.

During the period ended April 30, 2026, the Fund received non-tradable Contingent Value Rights (CVRs) issued by Hologic, Inc. as part of a corporate merger transaction. The CVRs entitle holders to potential cash payments tied to the achievement of specified revenue milestones for Hologic's Breast Health business segment in fiscal years 2026 and 2027. The CVRs are classified as Level 3 investments within the fair value hierarchy. At the time of acquisition and

- 12 -

Notes to Financial Statements (continued)

April 30, 2026 (unaudited)

as of the end of the reporting period, management evaluated the probability of achieving the underlying corporate revenue milestones to be 0%. Accordingly, the CVRs were recorded at an initial fair value of $0.00 and remain valued at $0.00 as April 30, 2026.

(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 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. Income from Contingent Value Rights is recognized only when realization is probable and reasonably estimable. Until such time, no accrual is recorded.

Investment income, net capital gains (losses) and all expenses incurred by the Fund are allocated based on the relative net assets of each class, except for 12b-1 fees and shareholder servicing fees and certain other fees and expenses related to one class of shares.

Class N shares are subject to a 0.25% 12b-1 fee and a 0.10% servicing fee, as described in its prospectus. During the period, the 12b-1 fee was 0.23% and the service fee was 0.08%. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains and losses are allocated daily to each class of shares based upon the relative net asset value of outstanding shares.

(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 annually. 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.

- 13 -

Notes to Financial Statements (continued)

April 30, 2026 (unaudited)

The tax character of distributions paid during the six months ended April 30, 2026, and the years ended October 31, 2025 and September 30, 2025, was as follows:

04/30/2026

10/31/2025

09/30/2025

Distributions paid from:

Ordinary income

$ 842,297 $ - $ 1,913,770

Long-term capital gain

108,566,292 - 52,660,952

Total distributions paid

$ 109,408,589 $ - $ 54,574,722

The following information for the Fund is presented on an income tax basis as of October 31, 2025.

Investment cost for federal tax purposes

$ 583,546,062

Unrealized appreciation

$ 447,883,841

Unrealized depreciation

(31,244,349 )

Net unrealized appreciation

$ 416,639,492

There were no differences between U.S. GAAP financial statement and tax-basis cost.

The Fund had no material uncertain tax positions and has not recorded a liability for unrecognized tax benefits as of April 30, 2026. Also, the Fund recognized no interest and penalties related to uncertain tax benefits during the period ended April 30, 2026. At April 30, 2026, the fiscal years 2022 through 2025 remain open to examination in the Fund's major tax jurisdictions.

(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 April 30, 2026. There have been no material subsequent events since April 30, 2026 that would require adjustment to or additional disclosure in these financial statements.

(2)

Related Parties -

(a)

Investment Adviser and Management Agreement -

- 14 -

Notes to Financial Statements (continued)

April 30, 2026 (unaudited)

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, 0.60% of the average net asset value over $50 million up to and including $100 million and 0.50% of the average net asset value in excess of $100 million.

The Adviser may be paid for accounting and administration 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 $6,670 for the period ended April 30, 2026 for legal services rendered by this law firm.

(3)

Investment Transactions -

For the period ended April 30, 2026, the cost of purchases and the proceeds from sales of investment securities, other than short-term obligations, aggregated $67,593,010 and $141,175,769, respectively.

(4)

Operating Segments -

The Fund has adopted FASB Accounting Standards Update 2023-07, Segment Reporting ("Topic 280") - Improvements to Reportable Segment Disclosures. An operating segment is defined in Topic 280 as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity's chief operating decision maker ("CODM") to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The management committee of the Fund's adviser acts as the Fund's CODM. The Fund represents a single operating segment, as the CODM monitors the operating results of the Fund as a whole and the Fund's long-term strategic asset allocation is pre-determined in accordance with the terms of its prospectus, based on a defined investment strategy which is executed by the Fund's portfolio managers. The financial information in the form of the Fund's portfolio investments, total returns, expense ratios and changes in net assets (i.e., changes in net assets resulting from operations, subscriptions and redemptions), which are used by the CODM to assess the segment's performance versus the Fund's comparative benchmarks and to make resource allocation decisions for the Fund's single segment, is consistent with that presented within the Fund's financial statements. Segment assets are reflected on the accompanying statement of assets and liabilities as "total assets" and significant segment expenses are listed on the accompanying statement of operations.

- 15 -

Approval of Investment Advisory Contract

(unaudited)

In November 2025, 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 November 2026. 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. 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 historical performance; (ii) the Fund's performance relative to its benchmark; (iii) the expense ratios for peer group funds in the mid-cap growth category and the Fund's risk/return profile as measured by the standard deviation and the Sharpe Ratio; and (iv) the range and quality of the services offered by the Adviser. The peer group fund data included mid-cap growth focused funds with similar asset sizes, number of holdings and market capitalizations and at least a 10-year history. In terms of the peer group data used for performance comparisons, the Fund's Class I total return ranked 20th, 19th, 11th and 17th out of 22 funds for the one-, three-, five- and ten-year periods ended September 30, 2025. The Fund's Class I had the second lowest expense ratio among its peer group.

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 and its benchmarks. The Board reviewed the actual and relative short-term and long-term performance of the Fund. The Board agreed that the Fund demonstrated satisfactory performance with respect to its benchmarks and 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.

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, strategies to improve performance, management's control of expenses and the rate of the management fee for the Fund and the overall level of services provided by the Adviser.

- 16 -

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.

- 17 -

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.

Directors and Officers

DAVID O. NICHOLAS, President and Director

JOHN A. HAUSER, Director

DAVID P. PELISEK, Director

JULIE M. VAN CLEAVE, Director

BRIAN J. JANOWSKI, Senior Vice President

JEFFREY J. STRONG, Senior Vice President

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

LAWRENCE J. PAVELEC, Senior Vice President and Secretary

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 they 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)(4) Not applicable to this filing.

(a)(5) Change in the registrant's independent public accountant.

Not applicable to this filing.

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 II, Inc.

By: /s/ David O. Nicholas
Name: David O. Nicholas
Title: Principal Executive Officer
Date: June 26, 2026

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: June 26, 2026
By: /s/ Jennifer R. Kloehn
Name: Jennifer R. Kloehn
Title: Principal Financial Officer
Date: June 26, 2026
Nicholas II Inc. published this content on July 07, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on July 07, 2026 at 16:17 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]