Nicholas II Fund (NNTWX) N-CSR Certified annual shareholder report (management investment company)

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, Milwaukee, Wisconsin 53202
(Address of Principal Executive Offices)	(Zip Code)
Jennifer R. Kloehn, Senior Vice President and Treasurer
411 East Wisconsin Avenue
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: 09/30/2020

Date of reporting period: 09/30/2020

Item 1. Report to Stockholders.

ANNUAL REPORT
September 30, 2020

NICHOLAS II, INC.

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on the Fund’s website, www.nicholasfunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by contacting your financial intermediary (such as a broker-dealer or bank); direct shareholders may call the Fund at 1-800-544-6547.

You may elect to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by contacting your financial intermediary (such as a broker-dealer or bank); direct shareholders may call the Fund at 1-800-544-6547. Your election to receive reports in paper will apply to all funds held with the Fund complex or your financial intermediary.

WWW.NICHOLASFUNDS.COM

NICHOLAS II, INC.

November 2020

Dear Fellow Shareholders,

     For the one-year period ended September 30, 2020, Nicholas II – Class I returned 7.85% compared to the Russell Midcap Growth Index of 23.23% and the Russell Midcap Index of 4.55%. The period was marked by dramatic volatility as many U.S. stock indices collapsed in February and March 2020 in response to concerns about COVID-19 and its impact on the economy. Aggressive monetary and fiscal stimulus measures helped the markets recover from the global pandemic and eventually pushed the markets to near all-time highs.

     Returns for Nicholas II, Inc. (the “Fund”) Class I and Class N and selected indices are provided in the chart below for the periods ended September 30, 2020.

					Average Annual Total Returns
		1 Year			3 Year			5 Year			10 Year			15 Year
Nicholas II, Inc. – Class I		7.85	%		11.57	%		11.96	%		12.61	%		9.34	%
Nicholas II, Inc. – Class N		7.54	%		11.21	%		11.59	%		12.22	%		8.97	%
Morningstar Mid-Cap
Growth Category		24.49	%		14.68	%		14.28	%		13.22	%		9.74	%
Russell Midcap Growth Index		23.23	%		16.23	%		15.53	%		14.55	%		10.51	%
Standard & Poor’s 500 Index		15.15	%		12.28	%		14.15	%		13.74	%		9.19	%
Ending value of $10,000 invested in
Nicholas II, Inc. – Class I	$	10,785		$	13,888		$	17,594		$	32,778		$	38,172
Ending value of $10,000 invested in
Nicholas II, Inc. - Class N	$	10,754		$	13,753		$	17,302		$	31,679		$	36,285
Fund’s Class I Expense Ratio (from 01/29/20 Prospectus): 0.60%
Fund’s Class N Expense Ratio (from 04/29/20 Prospectus): 0.95%

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.

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.

Class N of the Fund commenced operations on February 28, 2005. The annual returns shown for the Class I shares of this Fund would be substantially similar to the Class N because both classes of shares are invested in the same portfolio of securities. Annual returns will generally differ only to the extent that the classes do not have the same expenses. Please see the respective prospectus for details.

     Prior to COVID-19, we had concerns about some of the underlying fundamentals of the economy and high valuations. As a result, we felt confident that our strategy of owning companies with defensible competitive advantages, recurring revenues and earnings, strong balance sheets, management teams with a track record of success, and reasonable valuations would serve us well in the event of a bear market due to a recession. However, the recession associated with COVID-19 was unlike any other we have seen. Investors punished stocks with direct negative impact from COVID-19, regardless of whether they were historically high-quality companies, which negatively impacted the Fund’s performance in the period. Also, historically the technology sector underperforms amidst recessions as investors view it as more cyclical than

the overall economy. This time, however, technology vastly outperformed the market as the trends of work-from-home, increased internet usage, and e-commerce growth led the technology sector to be one of the few beneficiaries of COVID-19. Finally, expensive stocks outperformed cheaper stocks, which also acted as a headwind on the Fund’s relative performance given our philosophy of owning stocks at reasonable valuations. In summary, COVID-19 led to a perfect storm that was difficult to navigate.

     The Fund had a wide range of sector performance during the period. The top three performing sectors were health care (+20.9%), technology (+16.1%), and industrials (+12.9%). The bottom three performing sectors were financials (-12.0%), real estate (-10.1%), and materials (-8.0%). The Fund’s relative underperformance vs. the Russell Midcap Growth Index was driven by stock selection in health care, technology, consumer discretionary, and the consumer staples sectors, and underweight in the strong-performing technology sector, and an overweight in the underperforming industrials sector.

     Among the largest positive contributors to the Fund’s performance were Skyworks Solutions (SWKS) on strong sales of semiconductors for mobile phones, routers, and 5G investments, BJ’s Wholesale (BJ) on strong grocery sales during COVID-19, Ollie’s Bargain Outlet Holdings (OLLI) on strong sales during COVID-19, Domino’s Pizza (DPZ) on improved sales results during COVID-19, and Fortune Brands Home & Security (FBHS) which benefited from consumers fixing their homes during stay-at-home orders. Among the largest detractors from the Fund’s performance were LKQ Corporation (LKQ) due to the decline in miles driven impacting car repairs, EVO Payments (EVOP) due to pandemic restrictions reducing in-store payments, Service Corporation International (SCI) on COVID-19 impacts on preneed sales, Webster Financial (WBS) on fears of credit issues, and Raymond James Financial (RJF) on net interest income pressures.

     As of September 30, 2020, the Fund had 76 stocks and approximately 2.6% cash. The approximate sector weightings were industrials 26%, information technology 20%, health care 20%, consumer discretionary 12%, consumer staples 7%, financials 6%, materials 3%, and real estate 3%. The largest sector overweights relative to the Russell Midcap Growth Index were industrials, financials, and consumer staples while information technology and health care were the largest relative underweights.

     The recent market rally has driven valuations of COVID-19 beneficiaries and many technology stocks to historically high levels, which we believe has increased the risk of those stock prices being above their intrinsic values. We believe the risk/reward for owning high quality companies with sustainable competitive advantages, consistent revenue and earnings growth, and strong balance sheets that trade at reasonable valuations is excellent and will outperform materially once COVID-19 subsides.

Thank you for your continued support.

David O. Nicholas Lead Portfolio Manager Brian J. Janowski Co-Portfolio Manager

See important disclosures on the next page.

Mutual fund investing involves risk. Principal loss is possible. The Fund may invest in smaller companies, which involve additional risks such as limited liquidity and greater volatility. Diversification does not assure a profit or protect against loss in a declining market.

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.

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.

The Russell Midcap Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represent approximately 31% of the total market capitalization of the Russell 1000 Index. The Russell Midcap Growth Index measures the performance of those Russell Midcap companies with higher price-to-book ratios and higher forecasted growth values. The Standard & Poor’s (“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. One cannot invest directly in an index. Each Morningstar Category average represents a universe of Funds with similar investment objectives.

Must be preceded or accompanied by a prospectus.

The Nicholas Funds are distributed by Quasar Distributors, LLC.

– 3–

COMPARISON OF CHANGE IN VALUE OF $100,000 INVESTMENT IN
NICHOLAS II, INC. – CLASS I, RUSSELL MIDCAP INDEX AND
RUSSELL MIDCAP GROWTH INDEX

     The line graph which follows compares the initial account value and subsequent account values at the end of each of the most recently completed ten fiscal years of the Fund’s Class I, to the same investment over the same period in two peer group indices. The graph assumes a $100,000 investment in the Fund’s Class I and the indices at the beginning of the first fiscal year. The peer group in the graph includes the Russell Midcap Index and the Russell Midcap Growth Index. The Adviser believes the Russell Midcap Index and the Russell Midcap Growth Index are representative of the performance of small- and medium-capitalization growth companies in which the Fund primarily invests.

     The Fund’s Class I 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		Five Years		Ten Years
	Ended		Ended		Ended
	September 30,		September 30,		September 30,
	2020		2020		2020
Average Annual Total Return	7.85	%	11.96	%	12.61	%

     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–

Financial Highlights Class I (NCTWX)
For a share outstanding throughout each period

					Years Ended September 30,
		2020			2019			2018			2017			2016
NET ASSET VALUE, BEGINNING OF PERIOD	$	29.61		$	30.37		$	28.79		$	25.41		$	25.39
INCOME (LOSS) FROM
INVESTMENT OPERATIONS
Net investment income(1)		.07			.10			.18			.04			.09
Net gain on securities
(realized and unrealized)		2.21			2.08			4.45			4.59			1.49
Total from investment operations		2.28			2.18			4.63			4.63			1.58
LESS DISTRIBUTIONS
From net investment income		(.11	)		(.18	)		(.03	)		(.07	)		(.09	)
From net capital gain		(3.10	)		(2.76	)		(3.02	)		(1.18	)		(1.47	)
Total distributions		(3.21	)		(2.94	)		(3.05	)		(1.25	)		(1.56	)
NET ASSET VALUE, END OF PERIOD	$	28.68		$	29.61		$	30.37		$	28.79		$	25.41
TOTAL RETURN		7.85	%		9.97	%		17.10	%		19.02	%		6.44	%
SUPPLEMENTAL DATA:
Net assets, end of period (millions)	$	847.7		$	828.6		$	795.9		$	704.6		$	625.4
Ratio of expenses to average net assets		.60	%		.60	%		.60	%		.61	%		.61	%
Ratio of net investment income
to average net assets		.25	%		.34	%		.63	%		.17	%		.39	%
Portfolio turnover rate		22.89	%		19.75	%		26.63	%		29.20	%		29.92	%
(1) Computed based on average shares outstanding.

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

– 5–

Financial Highlights Class N (NNTWX)
For a share outstanding throughout each period

					Years Ended September 30,
		2020			2019			2018			2017			2016
NET ASSET VALUE, BEGINNING OF PERIOD	$	28.91		$	29.72		$	28.29		$	25.00		$	25.00
INCOME (LOSS) FROM
INVESTMENT OPERATIONS
Net investment income (loss)(1)		(.01	)	(.00)	(2				) .09		(.04	)		.01
Net gain on securities
(realized and unrealized)		2.16			2.03			4.36			4.51			1.46
Total from investment operations		2.15			2.03			4.45			4.47			1.47
LESS DISTRIBUTIONS
From net investment income		(.02	)		(.08	)		—			—			—
From net capital gain		(3.10	)		(2.76	)		(3.02	)		(1.18	)		(1.47	)
Total distributions		(3.12	)		(2.84	)		(3.02	)		(1.18	)		(1.47	)
NET ASSET VALUE, END OF PERIOD	$	27.94		$	28.91		$	29.72		$	28.29		$	25.00
TOTAL RETURN		7.54	%		9.55	%		16.74	%		18.61	%		6.06	%
SUPPLEMENTAL DATA:
Net assets, end of period (millions)	$	85.0		$	96.7		$	101.2		$	97.2		$	98.8
Ratio of expenses to average net assets		.90	%		.95	%		.93	%		.94	%		.96	%
Ratio of net investment income (loss)
to average net assets		(.05	)%		(.01	)%		.31	%		(.16	)%		.04	%
Portfolio turnover rate		22.89	%		19.75	%		26.63	%		29.20	%		29.92	%

(1)	Computed based on average shares outstanding.
(2)	Amount rounds to $0.00.

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

– 6–

Top Ten Equity Portfolio Holdings
September 30, 2020 (unaudited)

	Percentage
Name	of Net Assets
IHS Markit Ltd.	2.30	%
BJ’s Wholesale Club, Inc.	2.21	%
TransUnion	2.17	%
Verisk Analytics, Inc.	2.16	%
Skyworks Solutions, Inc.	1.93	%
Fortune Brands Home & Security, Inc.	1.90	%
O’Reilly Automotive, Inc.	1.83	%
PerkinElmer, Inc.	1.75	%
IQVIA Holdings Inc.	1.71	%
Broadridge Financial Solutions, Inc.	1.66	%
Total of top ten	19.62	%

Sector Diversification (as a percentage of portfolio)
September 30, 2020 (unaudited)

– 7–

Fund Expenses
For the six month period ended September 30, 2020 (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 for each share class of the Fund 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 ratios for each class of the Fund and an assumed rate of return of 5% per year before expenses, which are not the Fund’s actual returns. 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.

Class I
		Beginning		Ending		Expenses Paid
		Account Value		Account Value		During Period*
		03/31/20		09/30/20		04/01/20 - 09/30/20
Actual	$	1,000.00	$	1,321.70	$	3.42
Hypothetical		1,000.00		1,022.05		2.98
(5% return before expenses)

*      Expenses are equal to the Class I six-month annualized expense ratio of 0.59%, multiplied by the average account value over the period, multiplied by 183 then divided by 366 to reflect the one-half year period.

– 8–

Fund Expenses (continued)
For the six month period ended September 30, 2020 (unaudited)

Class N
		Beginning		Ending		Expenses Paid
		Account Value		Account Value		During Period**
		03/31/20		09/30/20		04/01/20 - 09/30/20
Actual	$	1,000.00	$	1,319.80	$	4.99
Hypothetical		1,000.00		1,020.70		4.34
(5% return before expenses)

**      Expenses are equal to the Class N six-month annualized expense ratio of 0.86%, multiplied by the average account value over the period, multiplied by 183 then divided by 366 to reflect the one-half year period.

– 9–

Schedule of Investments
September 30, 2020

Shares or
Principal
Amount			Value
COMMON STOCKS — 96.88%
	Consumer Discretionary – Retailing — 7.53%
63,865	Burlington Stores, Inc.*	$	13,161,938
155,000	CarMax, Inc.*		14,246,050
171,860	Ollie’s Bargain Outlet Holdings, Inc.*		15,011,971
37,000	O’Reilly Automotive, Inc.*		17,059,960
48,000	Ulta Beauty, Inc.*		10,751,040
			70,230,959
	Consumer Discretionary – Services — 4.55%
6,000	Chipotle Mexican Grill, Inc.*		7,462,260
31,370	Domino’s Pizza, Inc.		13,341,033
280,000	Service Corporation International		11,810,400
439,000	Wendy’s Company (The)		9,787,505
			42,401,198
	Consumer Staples – Food & Staples Retailing — 2.21%
495,000	BJ’s Wholesale Club, Inc.*		20,567,250
	Consumer Staples – Food, Beverage & Tobacco — 5.22%
423,904	Conagra Brands, Inc.		15,137,612
66,000	Constellation Brands, Inc. – Class A		12,507,660
150,000	Lamb Weston Holdings, Inc.		9,940,500
435,000	Nomad Foods Limited*		11,083,800
			48,669,572
	Financials – Banks — 1.18%
610,000	Huntington Bancshares Incorporated		5,593,700
205,000	Webster Financial Corporation		5,414,050
			11,007,750
	Financials – Diversified — 3.43%
160,000	Northern Trust Corporation		12,475,200
160,000	Raymond James Financial, Inc.		11,641,600
155,000	SEI Investments Company		7,861,600
			31,978,400
	Financials – Insurance — 1.33%
60,000	Aon plc		12,378,000
	Health Care – Equipment & Services — 12.66%
40,000	Cooper Companies, Inc. (The)		13,484,800
215,000	Hologic, Inc.*		14,291,050
32,500	Insulet Corporation*		7,689,175
97,500	LivaNova PLC*		4,407,975
170,000	NuVasive, Inc.*		8,256,900
30,000	Quest Diagnostics Incorporated		3,434,700

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

– 10 –

Schedule of Investments (continued)
September 30, 2020

Shares or
Principal
Amount			Value
COMMON STOCKS — 96.88% (continued)
	Health Care – Equipment & Services — 12.66% (continued)
82,500	ResMed Inc.	$	14,142,975
280,000	Smith & Nephew plc		10,948,000
77,000	STERIS plc		13,566,630
55,000	Tandem Diabetes Care, Inc.*		6,242,500
35,500	Teleflex Incorporated		12,084,910
34,000	Veeva Systems Inc. – Class A*		9,560,460
			118,110,075
	Health Care – Pharmaceuticals,
	Biotechnology & Life Sciences — 7.36%
60,000	Charles River Laboratories International, Inc.*		13,587,000
100,920	IQVIA Holdings Inc.*		15,908,020
15,235	Mettler-Toledo International Inc.*		14,713,201
130,000	PerkinElmer, Inc.		16,316,300
30,000	Vertex Pharmaceuticals Incorporated*		8,163,600
			68,688,121
	Industrials – Capital Goods — 13.99%
225,000	A.O. Smith Corporation		11,880,000
127,500	AMETEK, Inc.		12,673,500
322,000	Fastenal Company		14,518,980
197,500	Fortive Corporation		15,051,475
205,000	Fortune Brands Home & Security, Inc.		17,736,600
70,000	IDEX Corporation		12,768,700
78,000	L3Harris Technologies, Inc.		13,247,520
52,200	Lennox International Inc.		14,230,242
77,500	Nordson Corporation		14,866,050
57,500	Westinghouse Air Brake Technologies Corporation		3,558,100
			130,531,167
	Industrials – Commercial & Professional Services — 9.17%
240,000	IAA, Inc.*		12,496,800
273,443	IHS Markit Ltd.		21,468,010
120,000	Republic Services, Inc.		11,202,000
240,500	TransUnion		20,233,265
108,500	Verisk Analytics, Inc.		20,106,135
			85,506,210
	Industrials – Transportation — 2.82%
380,000	Knight-Swift Transportation Holdings Inc.		15,466,000
60,000	Old Dominion Freight Line, Inc.		10,855,200
			26,321,200

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

– 11 –

Schedule of Investments (continued)
September 30, 2020

Shares or
Principal
Amount			Value
COMMON STOCKS — 96.88% (continued)
	Information Technology – Hardware & Equipment — 1.63%
127,500	CDW Corporation	$	15,240,075
	Information Technology – Semiconductors
	& Semiconductor Equipment — 5.80%
140,000	Maxim Integrated Products, Inc.		9,465,400
113,750	Microchip Technology Incorporated		11,688,950
124,000	Skyworks Solutions, Inc.		18,042,000
142,640	Xilinx, Inc.		14,868,794
			54,065,144
	Information Technology – Software & Services — 12.67%
117,500	Broadridge Financial Solutions, Inc.		15,510,000
2,500	Coupa Software Incorporated*		685,600
114,980	CyberArk Software Ltd.*		11,891,231
62,000	FleetCor Technologies, Inc.*		14,762,200
67,500	Gartner, Inc.*		8,434,125
10,262	Global Payments Inc.		1,822,326
10,000	Guidewire Software, Inc.*		1,042,700
57,000	Palo Alto Networks, Inc.*		13,950,750
65,000	Paylocity Holding Corporation*		10,492,300
100,000	PTC Inc.*		8,272,000
126,000	Qualys, Inc.*		12,349,260
36,000	Twilio Inc. – Class A*		8,895,240
98,000	Zendesk, Inc.*		10,086,160
			118,193,892
	Materials — 2.62%
90,000	AptarGroup, Inc.		10,188,000
105,000	Vulcan Materials Company		14,231,700
			24,419,700
	Real Estate — 2.71%
280,000	CBRE Group, Inc.*		13,151,600
173,729	CyrusOne Inc.		12,166,242
			25,317,842
	TOTAL COMMON STOCKS
	(cost $540,507,605)		903,626,555

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

– 12 –

Schedule of Investments (continued)
September 30, 2020

	Shares or
	Principal
	Amount			Value
	SHORT-TERM INVESTMENTS — 2.83%
		U.S. Government Securities — 1.40%
$	9,000,000	U.S. Treasury Bill 11/03/2020, 0.041%	$	8,999,670
	4,000,000	U.S. Treasury Bill 11/12/2020, 0.051%		3,999,767
				12,999,437
		Money Market Fund — 1.43%
	13,352,209	Invesco Treasury Portfolio Short-Term Investments Trust
		(Institutional Class), 7-day net yield 0.02%		13,352,209
		TOTAL SHORT-TERM INVESTMENTS
		(cost $26,351,646)		26,351,646
		TOTAL INVESTMENTS
		(cost $566,859,251) – 99.71%		929,978,201
		OTHER ASSETS, NET OF LIABILITIES – 0.29%		2,716,354
		TOTAL NET ASSETS
		(basis of percentages disclosed above) – 100%	$	932,694,555
	* Non-income producing security.

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

– 13 –

Statement of Assets and Liabilities
September 30, 2020

ASSETS
Investments in securities at value (cost $566,859,251)	$	929,978,201
Receivables —
Investment securities sold		2,777,262
Dividend and interest		510,349
Capital stock subscription		18,919
Total receivables		3,306,530
Other		36,671
Total assets		933,321,402
LIABILITIES
Payables —
Due to adviser —
Management fee		395,869
Accounting and administrative fee		19,076
Total due to adviser		414,945
12b-1 and servicing fee		67,062
Capital stock redemption		54,401
Other payables and accrued expense		90,439
Total liabilities		626,847
Total net assets	$	932,694,555
NET ASSETS CONSIST OF
Paid in capital	$	531,810,037
Accumulated distributable earnings		400,884,518
Total net assets	$	932,694,555
Class I
Net assets	$	847,686,429
Shares outstanding		29,557,126
NET ASSET VALUE PER SHARE ($.01 par value,
125,000,000 shares authorized), offering price and redemption price	$	28.68
Class N
Net assets	$	85,008,126
Shares outstanding		3,042,460
NET ASSET VALUE PER SHARE ($.01 par value,
75,000,000 shares authorized), offering price and redemption price	$	27.94

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

– 14 –

Statement of Operations
For the year ended September 30, 2020

INCOME
Dividend	$	7,299,691
Interest		418,423
Total income		7,718,114
EXPENSES
Management fee		4,705,917
Accounting and administrative fees		226,546
12b-1 fees – Class N		204,539
Transfer agent fees		189,649
Servicing fees – Class N		73,416
Registration fees		66,448
Custodian fees		45,285
Printing		38,834
Audit and tax fees		33,436
Accounting system and pricing service fees		33,076
Postage and mailing		30,170
Insurance		28,815
Directors’ fees		23,554
Legal fees		13,212
Other operating expenses		21,548
Total expenses		5,734,445
Net investment income		1,983,669
NET REALIZED GAIN ON INVESTMENTS		36,617,947
CHANGE IN NET UNREALIZED
APPRECIATION/DEPRECIATION ON INVESTMENTS		27,552,995
Net realized and unrealized gain on investments		64,170,942
Net increase in net assets resulting from operations	$	66,154,611

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

– 15 –

Statements of Changes in Net Assets
For the years ended September 30, 2020 and 2019

		2020			2019
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS
Net investment income	$	1,983,669		$	2,637,641
Net realized gain on investments		36,617,947			97,443,563
Change in net unrealized appreciation/
depreciation on investments		27,552,995			(18,474,726	)
Net increase in net assets
resulting from operations		66,154,611			81,606,478
DISTRIBUTIONS TO SHAREHOLDERS
From investment operations – Class I		(89,330,878	)		(76,051,029	)
From investment operations – Class N		(11,219,270	)		(9,300,814	)
Total distributions		(100,550,148	)		(85,351,843	)
CAPITAL SHARE TRANSACTIONS
Proceeds from shares issued – Class I
(847,966 and 530,183 shares, respectively)		23,000,204			14,507,403
Reinvestment of distributions – Class I
(2,934,592 and 3,078,481 shares, respectively)		83,166,328			70,681,913
Cost of shares redeemed – Class I
(2,210,444 and 1,828,488 shares, respectively)		(58,424,079	)		(49,800,405	)
Proceeds from shares issued – Class N
(494,837 and 146,455 shares, respectively)		13,834,456			4,063,419
Reinvestment of distributions – Class N
(401,760 and 411,069 shares, respectively)		11,116,712			9,240,821
Cost of shares redeemed – Class N
(1,199,939 and 618,073 shares, respectively)		(30,945,872	)		(16,696,855	)
Change in net assets derived
from capital share transactions		41,747,749			31,996,296
Total increase in net assets		7,352,212			28,250,931
NET ASSETS
Beginning of period		925,342,343			897,091,412
End of period	$	932,694,555		$	925,342,343

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

– 16 –

Notes to Financial Statements
September 30, 2020

(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 net asset value, which is calculated as of the
close of regular trading on the New York Stock Exchange. 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. 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. Short-term investments
purchased at par are valued at cost, which approximates market value. Short-term
investments purchased at a premium or discount are stated at amortized cost, which
approximates market value. The Fund did not maintain any positions in derivative
instruments or engage in hedging activities during the year. Investment transactions
for financial statement purposes are recorded on trade date.

In accordance with Accounting Standards Codification (“ASC”) 820-10, “Fair Value
Measurements and Disclosures” (“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 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

– 17 –

Notes to Financial Statements (continued)
September 30, 2020

Level 2 – other significant observable inputs (including quoted prices for similar
investments, interest rates, benchmark yields, bids, offers, transactions,
spreads and other relationships observed in the markets among market
securities, underlying equity of the issuer, proprietary pricing models,
credit risk, etc.)

Level 3 – significant unobservable inputs (including the Fund’s own assumptions in
determining the fair value of investments)

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

The following is a summary of the inputs used as of September 30, 2020 in valuing
the Fund’s investments carried at value:

		Investments
Valuation Inputs		in Securities
Level 1 –
Common Stocks(1)	$	903,626,555
Money Market Fund		13,352,209
Level 2 –
U.S. Government Securities		12,999,437
Level 3 –
None		—
Total	$	929,978,201
(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 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.

(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.

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.

– 18 –

Notes to Financial Statements (continued)
September 30, 2020

Class N shares are subject to a 0.25% 12b-1 fee and a 0.10% servicing fee, as
described in its prospectus. From May 1, 2017 through January 31, 2018, the
servicing fee was voluntarily reduced to 0.06%. From February 1, 2018 through
July 31, 2018, the servicing fee was increased to 0.08% and from August 1, 2018
through February 3, 2020 was increased to 0.10%. From February 4, 2020 through
August 31, 2020 the servicing fee was reduced from 0.10% to 0.06% and from
September 1, 2020 through period end was increased to 0.10%. From February 4,
2020 through period end the 12b-1 fee was reduced from 0.25% to 0.20%.
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.

(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. generally accepted accounting principles (“U.S. GAAP”) for
financial reporting purposes. Financial reporting records are adjusted for permanent
book-to-tax differences to reflect tax character. At September 30, 2020, no
reclassifications were recorded.

The tax character of distributions paid during the years ended September 30, was
as follows:

		09/30/2020		09/30/2019
Distributions paid from:
Ordinary income	$	4,271,615	$	4,983,944
Long-term capital gain		96,278,533		80,367,899
Total distributions paid	$	100,550,148	$	85,351,843

As of September 30, 2020, investment cost for federal tax purposes was
$566,979,708 and the tax basis components of net assets were as follows:

Unrealized appreciation	$	368,457,431
Unrealized depreciation		(5,458,938	)
Net unrealized appreciation		362,998,493
Undistributed ordinary income		1,406,607
Accumulated undistributed
net realized capital gains		36,479,418
Paid in capital		531,810,037
Net assets	$	932,694,555

The difference between financial statement and tax-basis cost is attributable
primarily to the tax deferral of wash sales losses.

– 19 –

Notes to Financial Statements (continued)
September 30, 2020

The Fund had no material uncertain tax positions and has not recorded a liability for
unrecognized tax benefits as of September 30, 2020. Also, the Fund recognized no
interest and penalties related to uncertain tax benefits during the year ended
September 30, 2020. At September 30, 2020, the fiscal years 2017 through 2020
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 September 30, 2020. There have been no material subsequent events
since September 30, 2020 that would require adjustment to or additional disclosure
in these financial statements.

(2) Related Parties —

(a) Investment Adviser and Management Agreement —

The Fund has an agreement with Nicholas Company, Inc. (with whom certain
officers and directors of the Fund are affiliated) (the “Adviser”) to serve as
investment adviser and manager. Under the terms of the agreement, a monthly fee
is paid to the Adviser based on an annualized fee of 0.75% of the average net asset
value up to and including $50 million, 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 administrative services rendered by its
personnel, subject to the following guidelines: (i) up to five basis points, on an
annual basis, of the average net asset value of the Fund up to and including
$2 billion and up to three basis points, on an annual basis, of the average net asset
value of the Fund greater than $2 billion, based on the average net asset value of
the Fund as determined by valuations made at the close of each business day of
each month, and (ii) where the preceding calculation results in an annual payment
of less than $50,000, the Adviser, in its discretion, may charge the Fund up to
$50,000 for such services.

(b) Legal Counsel —

A director of the Adviser is affiliated with a law firm that provides services to the
Fund. The Fund incurred expenses of $8,313 for the year ended September 30,
2020 for legal services rendered by this law firm.

– 20 –

Notes to Financial Statements (continued)
September 30, 2020

(3) Investment Transactions —

For the year ended September 30, 2020, the cost of purchases and the proceeds from
sales of investment securities, other than short-term obligations, aggregated
$196,866,858 and $225,901,580, respectively.

– 21 –

Report of Independent Registered
Public Accounting Firm

To the shareholders and Board of Directors of Nicholas II, Inc.

Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of Nicholas II, Inc. (the
“Fund”), including the schedule of investments, as of September 30, 2020, the related
statements 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 September 30, 2020, 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 September 30, 2020, by correspondence with the custodian and
brokers; when replies were not received from brokers, we performed other auditing
procedures. We believe that our audits provide a reasonable basis for our opinion.

Milwaukee, Wisconsin
November 25, 2020

We have served as the auditor of one or more Nicholas investment companies since 1977.

– 22 –

Historical Record Class I
(unaudited)

				Net
				Investment					Dollar		Growth of
		Net		Income			Capital Gain		Weighted		an Initial
		Asset Value		Distributions			Distributions		Price/Earnings		$10,000
Class I		Per Share		Per Share			Per Share		Ratio(2)		Investment(3)
October 17, 1983(1)	$	10.00	$	—		$	—		—	$	10,000
September 30, 1984		11.66		—			—		12.6 times		11,660
September 30, 1985		14.39		0.0930			0.1860		11.7		14,742
September 30, 1986		16.90		0.1630			0.0610		15.0		17,581
September 30, 1987		21.01		0.4200			0.5130		20.9		23,108
September 30, 1988		18.58		0.3380			1.3030		15.0		22,766
September 30, 1989		21.76		0.3350			0.0800		17.1		27,291
September 30, 1990		17.39		0.3124			0.6686		14.8		22,888
September 30, 1991		23.87		0.3422			0.1434		17.8		32,250
September 30, 1992		24.53		0.2447			0.4042		17.3		34,052
September 30, 1993		26.94		0.2350			0.8000		18.1		38,885
September 30, 1994		26.71		0.2000			1.4700		18.5		41,020
September 30, 1995		30.07		0.2056			1.8944		20.8		50,205
September 30, 1996		33.34		0.1750			2.4979		28.9		60,922
September 30, 1997		40.65		0.0779			3.1621		31.4		82,206
September 30, 1998		34.78		0.0810			5.2282		28.6		80,845
September 30, 1999		31.83		0.1337			4.0049		29.0		82,864
September 30, 2000		36.58		0.0100			0.4701		35.1		96,527
September 30, 2001		17.54		—			13.1200		23.4		76,361
September 30, 2002		15.34		—			0.5766		22.2		68,730
September 30, 2003		18.97		—			—		22.9		84,994
September 30, 2004		21.88		—			0.0015		22.9		98,040
September 30, 2005		23.50		—			0.9146		23.3		109,547
September 30, 2006		23.11		0.0083			2.1472		22.4		118,142
September 30, 2007		25.18		0.0643			1.0460		23.4		134,908
September 30, 2008		19.15		0.0978			2.5678		17.5		115,141
September 30, 2009		17.02		0.1072			1.1206		19.2		111,845
September 30, 2010		19.31		0.0957			—		20.7		127,575
September 30, 2011		18.72		0.0867			0.3831		17.2		126,423
September 30, 2012		22.91		0.0992			0.4903		20.2		159,188
September 30, 2013		26.37		0.1428			1.8746		22.9		200,723
September 30, 2014		27.41		0.0889			2.0445		22.3		225,609
September 30, 2015		25.39		0.0997			3.4844		21.3		237,669
September 30, 2016		25.41		0.0931			1.4736		22.7		252,980
September 30, 2017		28.79		0.0752			1.1754		24.9		301,091
September 30, 2018		30.37		0.0277			3.0205		25.9		352,592
September 30, 2019		29.61		0.1821			2.7546		24.8		387,738
September 30, 2020		28.68		0.1133	(a)		3.1017	(a)	29.1		418,165

(1)	Date of Initial Public Offering.
(2)	Based on latest 12 months accomplished earnings.
(3)	Assuming reinvestment of all distributions.
(a)	Paid on December 26, 2019 to shareholders of record on December 24, 2019

– 23 –

Historical Record Class N
(unaudited)

				Net
				Investment					Dollar		Growth of
		Net		Income			Capital Gain		Weighted		an Initial
		Asset Value		Distributions			Distributions		Price/Earnings		$10,000
Class N		Per Share		Per Share			Per Share		Ratio(2)		Investment(3)
February 28, 2005(1)	$	22.59	$	—		$	—		23.1 times	$	10,000
September 30, 2005		23.45		—			—		23.3		10,381
September 30, 2006		23.00		—			2.1340		22.4		11,158
September 30, 2007		25.03		—			1.0460		23.4		12,694
September 30, 2008		19.04		0.0067			2.5678		17.5		10,800
September 30, 2009		16.87		0.0969			1.1206		19.2		10,457
September 30, 2010		19.11		0.0666			—		20.7		11,890
September 30, 2011		18.49		0.0479			0.3831		17.2		11,741
September 30, 2012		22.63		0.0191			0.4903		20.2		14,732
September 30, 2013		26.04		0.0560			1.8746		22.9		18,516
September 30, 2014		27.03		—			2.0445		22.3		20,734
September 30, 2015		25.00		0.0002			3.4844		21.3		21,770
September 30, 2016		25.00		—			1.4736		22.7		23,091
September 30, 2017		28.29		—			1.1754		24.9		27,387
September 30, 2018		29.72		—			3.0205		25.9		31,972
September 30, 2019		28.91		0.0818			2.7546		24.8		35,025
September 30, 2020		27.94		0.0182	(a)		3.1017	(a)	29.1		37,666

(1)	Date of Initial Public Offering.
(2)	Based on latest 12 months accomplished earnings.
(3)	Assuming reinvestment of all distributions.
(a)	Paid on December 26, 2019 to shareholders of record on December 24, 2019.

– 24 –

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 March 31, 2020.

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 a 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 a Fund’s liquidity risk; (2) the
periodic classification (no less frequently than monthly) of a 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 3, 2020, 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 initial period
from June 1, 2019 through December 31, 2019 (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.

– 25 –

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.

– 26 –

Directors and Officers of the Fund
(unaudited)

The following table sets forth the pertinent information about the Fund’s directors and officers
as of September 30, 2020. Unless otherwise listed, the business address of each director and
officer is 411 East Wisconsin Avenue, Milwaukee, WI 53202.

				Number of
		Term of		Portfolios
	Positions	Office and		in Fund	Other
	Held	Length of	Principal	Complex	Directorships
	With	Time	Occupations	Overseen	Held
Name and Age	Fund	Served	During Past 5 Years	by Director	by Director
INTERESTED DIRECTOR
David O. Nicholas, CFA	President,	(3), 16 years	President, Chief	5	None
59(1)(2)	Director		Executive Officer (since
	and Lead		August 2016), Chief
	Portfolio		Investment Officer and
	Manager		Director, Nicholas
			Company, Inc., the
			Adviser to the Fund.
			He has been the Lead
			Portfolio Manager of the
			Fund and Nicholas
			Limited Edition, Inc.
			(since March 1993),
			Lead Portfolio Manager
			of Nicholas Fund, Inc.
			and Portfolio Manager of
			Nicholas Equity Income
			Fund, Inc. (since August
			2016). He served as
			Associate Portfolio
			Manager of Nicholas
			Fund, Inc. from April
			2011 to August 2016.

– 27 –

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

					Number of
		Term of			Portfolios
	Positions	Office and			in Fund	Other
	Held	Length of		Principal	Complex         Directorships
	With	Time		Occupations	Overseen	Held
Name and Age	Fund	Served		During Past 5 Years	by Director	by Director
DISINTERESTED DIRECTORS
John A. Hauser	Director	(3), 4 years		Chaplain, Door County	5	None
61				Medical Center, 2019
				to present. Private
				Investor, January
				2017 to present.
				Senior Vice President
				Trust and Community
				Relations, Nicolet Bank,
				October 2016 to
				December 2016. Senior
				Vice President –
				Director of Wealth
				Services, Nicolet Bank,
				April 2016 to October
				2016. Prior to its
				acquisition by Nicolet
				Bank in April 2016,
				Mr. Hauser served in
				various senior
				management roles for
				Baylake Bank from
				1984 to 2008 and from
				2009 to April 2016.
David P. Pelisek, CFA	Director	(3	),(4)	Private Investor,	5	None
61				September 2016 to
				present. Managing Director,
				Robert W. Baird & Co.,
				Inc. and Partner, Baird
				Capital Partners Buyout
				Funds I-V, January 1994
				to May 2016.
Jay H. Robertson	Director	(3), 16 years		Private Investor,	5	None
68				April 2000 to present.
				Chairman of the Board
				of Robertson-Ryan and
				Associates, Inc., an
				insurance brokerage
				firm from 1993 to
				March 2000.

– 28 –

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

		Term of
	Positions	Office and
	Held	Length of
	With	Time
Name and Age	Fund	Served	Principal Occupations During Past 5 Years
OFFICERS
David L. Johnson, CFA	Executive	Annual,	Executive Vice President, Nicholas Company, Inc.,
78(2)	Vice	37 years	the Adviser to the Fund.
	President
Lawrence J. Pavelec, CFA	Senior Vice	Annual,	Executive Vice President, Secretary and Chief
61	President	16 years	Operating Officer (since August 2016), Nicholas
	and		Company, Inc., the Adviser to the Fund, and
	Secretary		employed by the Adviser since April 2003.
Jennifer R. Kloehn, CPA	Senior Vice	Annual,	Executive Vice President, Treasurer, Chief Financial
47	President,	4 years	Officer (since August 2016) and Chief Compliance
	Treasurer		Officer (since May 2016), Nicholas Company, Inc.
	and Chief		the Adviser to the Fund. Compliance Officer and
	Compliance		Assistant Vice President from July 2004 to
	Officer		April 2016.
Brian J. Janowski,	Senior Vice	Annual,	Senior Vice President, Nicholas Company, Inc. the
CFA, CPA	President	3 years	Adviser to the Fund and employed by the Adviser
47	and		since December 2016. He has been Co-Portfolio
	Co-Portfolio		Manager of the Fund since April 2018. Co-Portfolio
	Manager		Manager for BMO Small- and Mid-Cap Value
			Funds from 2008 to 2016.
Candace L. Lesak, CFP	Vice	Annual,	Employee, Nicholas Company, Inc., the Adviser to
62	President	34 years	the Fund.

(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)	David O. Nicholas is a nephew of David L. Johnson.
(3)	Until duly elected or re-elected at a subsequent annual meeting of the Fund.
(4)	David P. Pelisek was elected a Director of the Fund by shareholder vote on December 20, 2019.

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.

– 29 –

Privacy Policy
(unaudited)

     Nicholas II, 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.

– 30 –

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 II – Class I
$1,000 initial investment on		10/17/1983	*		9/30/2010
Number of years investing $100 each month
following the date of initial investment		37			10
Total cash invested	$	45,400		$	13,000
Total dividend and capital gain distributions reinvested	$	302,270		$	9,190
Total full shares owned at 09/30/2020		14,617			881
Total market value at 09/30/2020	$	419,240		$	25,289

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.

– 31 –

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).

– 32 –

Notes

Directors and Officers
DAVID O. NICHOLAS, President and Director

JOHN A. HAUSER, Director

DAVID P. PELISEK, Director

JAY H. ROBERTSON, Director

DAVID L. JOHNSON, Executive Vice President

BRIAN J. JANOWSKI, Senior Vice President

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

LAWRENCE J. PAVELEC, Senior Vice President and Secretary

CANDACE L. LESAK, Vice President

Investment Adviser
NICHOLAS COMPANY, INC.
Milwaukee, Wisconsin
www.nicholasfunds.com
414-276-0535 or 800-544-6547

Transfer Agent
U.S. BANCORP FUND SERVICES, LLC
Milwaukee, Wisconsin
414-276-0535 or 800-544-6547

Distributor
QUASAR DISTRIBUTORS, LLC
Milwaukee, Wisconsin

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

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.

Item 2. Code of Ethics.

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
SENIOR FINANCIAL OFFICERS

I. Covered Officers/Purpose of the Code

     The Nicholas Family of Funds code of ethics (this “Code”) for the investment companies within the complex (collectively, “Funds” and each, “Company”) applies to the Company’s Principal Executive Officer and Principal Financial Officer (the “Covered Officers” each of whom are set forth in Exhibit A) for the purpose of promoting:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

• full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Company;

• compliance with applicable laws and governmental rules and regulations;

• the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

• accountability for adherence to the Code.

     Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

II. Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest

     Overview. A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his or her service to, the Company. For example, a conflict of interest would arise if a Covered Officer, or a member of his or her family, receives improper personal benefits as a result of his position with the Company.

     Certain conflicts of interest arise out of the relationships between Covered Officers and the Company and already are subject to conflict of interest provisions in the Investment Company Act of 1940

(“Investment Company Act”) and the Investment Advisers Act of 1940 (“Investment Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Company because of their status as “affiliated persons” of the Company. The Company’s and the investment adviser’s compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not

intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.

     Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Company and the investment adviser of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Company or for the adviser, or for both), be involved in establishing policies and implementing decisions that will have different effects on the adviser and the Company. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Company and the adviser and is consistent with the performance by the Covered Officers of their duties as officers of the Company. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the

Funds’ Boards of Directors (“Boards”) that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes.

     Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Company.

* * *

Each Covered Officer must:

not use his or her personal influence or personal relationships improperly to influence
	decisions or financial reporting by the Company whereby the Covered Officer
	benefit personally to the detriment of the Company;
not cause the Company to take action, or fail to take action, for the individual personal benefit
	the Covered Officer rather than the benefit of the Company;
not use material non-public knowledge of portfolio transactions made or contemplated for the
	to trade personally or cause others to trade personally in contemplation of the market
	of such transactions;
report, at least annually:
	officer and director positions in corporations, public or private, for profit or not for profit, or in which the Covered Officer or any of his or her immediate family members holds 5% or more of its outstanding stock;

• Positions as a trustee, executor or other fiduciary;

• Ownership interest in any broker-dealer or bank;

• Transactions between the Covered Officer and any of the Nicholas Family of Funds, the Nicholas Company or any company in which any director of any of the Nicholas Family of Funds is an officer or director.

• Situations in which any immediate family member of the Covered Employee is an officer, director or employee of any company in which any officer or director of the Nicholas Company or any of the Nicholas Family of Funds is a director or executive officer.

     There are some conflict of interest situations that should always be discussed with the appropriate officer if material. If the matter involves Jennifer R. Kloehn, she should discuss the matter with David O. Nicholas. If the matter involves any other person, that person should discuss the matter with Jennifer R. Kloehn. In each case, the officer with whom such matter is discussed is encouraged to review the matter with counsel to the Company. Examples of these include:

• service as a director on the board of any public company;

• the receipt of any non-nominal gifts;

• the receipt of any entertainment from any company with which the Company has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;

• any ownership interest in, or any consulting or employment relationship with, any of the
  Company’s service providers, other than its investment adviser, principal underwriter, administrator or any affiliated person thereof;

• a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Company for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.

III. Disclosure and Compliance

• Each Covered Officer should familiarize himself or herself with the disclosure requirements generally applicable to the Company;

• each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the
  Company’s directors and auditors, and to governmental regulators and self-regulatory organizations;

• each Covered Officer should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Funds and the adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Funds files with, or submits to, the SEC and in other public communications made by the Funds; and

• it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

IV. Reporting and Accountability

Each Covered Officer must:

• promptly after adoption of the Code or thereafter as applicable upon becoming a Covered Officer, affirm in writing to the Board that he or she has received, read, and understands the Code;

• annually thereafter affirm to the Board that he or she has complied with the requirements of the Code;

• not retaliate against any other Covered Officer or any employee of the Funds or their affiliated persons for reports of potential violations that are made in good faith; and

• notify the appropriate person promptly if he or she knows of any violation of this Code. Failure to do so is itself a violation of this Code. Each Covered Officer should notify Jennifer R.
  Kloehn unless the person violating the Code is Jennifer R. Kloehn, in which case such person should notify David O. Nicholas. In each case, each Covered Officer is encouraged to also contact counsel to the Fund.

     Jennifer R. Kloehn is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation; provided that if the situation involves Jennifer R. Kloehn directly, then Mr. David O. Nicholas is responsible for applying the Code to her and he has authority to interpret the Code with respect to such application. Both Jennifer R. Kloehn and David O. Nicholas are encouraged to discuss the matter with counsel to the Fund. However, any approvals or waivers sought by the Principal Executive Officer will be considered by the independent directors.

The Company will follow these procedures in investigating and enforcing this Code:

• Jennifer R. Kloehn or David O. Nicholas, with the advice of counsel will take all appropriate action to investigate any potential violations reported to her or him;

• if, after such investigation, the officer making such investigation believes that no violation has occurred, they are not required to take any further action;

• any matter that the officer making the investigation believes is a violation will be reported to the independent directors;

• if the independent directors concur that a violation has occurred, they will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer;

• the independent directors will be responsible for granting waivers, as appropriate; and

• any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

V. Other Policies and Procedures

     This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder.

Insofar as other policies or procedures of the Funds, the Funds’ adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Funds’ and their investment adviser’s codes of ethics under Rule 17j-1 under the Investment Company Act and the adviser’s more detailed policies and procedures are separate requirements applying to the Covered Officers and others, and are not part of this Code.

VI. Amendments

     Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of independent directors.

VII. Confidentiality

     All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the appropriate Board and its counsel, the appropriate Company and the Nicholas Company.

VIII. Internal Use

     The Code is intended solely for the internal use by the Funds and does not constitute an admission, by or on behalf of any Company, as to any fact, circumstance, or legal conclusion.

The undersigned, the duly elected secretary of the funds (the "Funds"), does hereby certify that the foregoing Code of Ethics (the "Code") is in the form adopted by the Board of Directors of each such Fund at which such person is the secretary, at a meeting duly called and convened on October 28, 2016, at which meeting all of the members of the Board of Directors, including all of the directors who are not "interested persons" of each such Fund, as such term is defined under the Investment Company Act of 1940, voted in favor of adoption of such Code presented at that meeting, and that the Code, in such form, as amended, has been adopted or will be ratified by all of the directors of each such Fund, including all of the directors of each such Fund who are not "interested persons" of the Fund.

Dated: November 22, 2016

Affirmed: November 21, 2020

/s/ Lawrence J. Pavelec
Lawrence J. Pavelec, Secretary
Nicholas Fund, Inc.
Nicholas II, Inc.
Nicholas High Income Fund, Inc.
Nicholas Equity Income Fund, Inc.
Nicholas Limited Edition, Inc.
Nicholas Money Market Fund, Inc.

	Exhibit A
Persons Covered by this Code of Ethics
The Nicholas Company	David O. Nicholas	Jennifer R. Kloehn
Nicholas Fund, Inc.	David O. Nicholas	Jennifer R. Kloehn
Nicholas II, Inc.	David O. Nicholas	Jennifer R. Kloehn
Nicholas Limited Edition, Inc.	David O. Nicholas	Jennifer R. Kloehn
Nicholas Equity Income Fund, Inc.	David O. Nicholas	Jennifer R. Kloehn

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 was selected as the Fund’s Audit Committee Financial Expert at the Fund’s Board of Directors Meeting held on 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 $31,400 in 2020 and $30,500 in 2019.

(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 $6,650 in 2020 and $6,450 in 2019. 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 $18,200 in 2019 and $18,200 in 2018. These services were for the audit of the investment adviser for the adviser's fiscal year ended 10/31/2019 and 10/31/2018, respectively.

(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).

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.

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.

The registrant’s most recent Definitive Proxy Statement (Schedule 14A) filed on November 18, 2019

(the “Report”) indicated that the registrant did not have in place a standing nominating committee or any formal procedures by which shareholders may recommend nominees to the registrant’s board of directors. Initially, the registrant had determined that the registrant’s independent directors could sufficiently function as an informal nominating committee, without any formal charter or policy, and could sufficiently screen and select nominees to the registrant’s board of directors.

However, since the end of the period covered by the Report, the board of directors of the registrant determined that the establishment of a formal nominating and corporate governance committee of the registrant’s board of directors (the “Nominating Committee”) would be appropriate, and such

Nominating Committee was established at its regular meeting held on February 3, 2020. At such meeting, the independent directors of the registrant’s board of directors (i.e., John A. Hauser, David P. Pelisek, and Jay H. Robertson) were appointed as the members of the Nominating Committee, to serve until their respective successors are appointed and qualified or until their earlier death, disqualification, resignation or removal.

At the next regular meeting of the registrant’s board of directors held on May 4, 2020, the board of directors of the registrant approved a formal Nominating and Governance Committee Charter

(“Nominating Committee Charter”), which described the power and authority of such Nominating Committee. Pursuant to the Nominating Committee Charter, the Nominating Committee has the power and authority to identify, screen, evaluate and select nominees, with the assistance of the registrant’s officers, employees, independent auditors and any other experts, consultants and professionals as the Nominating Committee shall deem necessary, advisable or appropriate from time to time.

Also, with the establishment of the Nominating Committee and the adoption and approval of the Nominating Committee Charter, the registrant’s stockholders wishing to recommend a potential nominee may now communicate with the Nominating Committee (instead of the registrant’s entire board of directors) by submitting a written communication directed to the Nominating Committee in care of the Fund’s Chief Compliance Officer at 411 E. Wisconsin Ave., Ste. 2100, Milwaukee, Wisconsin 53202.

Item 11. Controls and Procedures.

(a) The Fund’s principal executive officer and principal financial officer have concluded that the Fund's disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Fund in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, based upon such officers' evaluation of these controls and procedures as of a date within 90 days of the filing date of the report.

(b) There were no significant changes or corrective actions with regard to significant deficiencies or material weaknesses in the Fund's internal controls or in other factors that could significantly affect the Fund's internal controls subsequent to the date of their evaluation.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Applicable only to closed-end funds.

Item 13. Exhibits.

(a)(1) Code of Ethics -- Any code of ethics, or amendments thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit.

Not applicable to this filing.

(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 part of 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 part of EX-99.906CERT.

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: November 25, 2020

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

By: /s/ David O. Nicholas
Name: David O. Nicholas
Title: Principal Executive Officer
Date: November 25, 2020

By: /s/ Jennifer R. Kloehn
Name: Jennifer R. Kloehn
Title: Principal Financial Officer
Date: November 25, 2020