Sequoia Fund being reorganized into an ETF

https://www.sec.gov/Archives/edgar/data/89043/000091957426001529/d12086927_497.htm

497 1 d12086927_497.htm

SEQUOIA FUND, INC.

Ticker: SEQUX

Supplement dated March 9, 2026 to the Prospectus, Summary Prospectus and Statement of Additional Information dated May 1, 2025

At a meeting held on March 6, 2026, the Board of Directors of Sequoia Fund (the “Board”) approved the Reorganization (as defined below) of Sequoia Fund into an ETF. Subject to stockholder approval, Sequoia Fund will be reorganized into a newly-established ETF, Sequoia ETF (the “ETF”) (ticker: SEQ), which is a series of the Northern Lights Fund Trust II (the “Reorganization”). The ETF is managed by Ruane Cunniff L.P. (the “Adviser”) and has the same investment objectives, investment strategies, fundamental investment restrictions and portfolio management team and substantially similar investment risks as Sequoia Fund.

The Board has determined that the Reorganization is in the best interests of Sequoia Fund and will not result in the dilution of the interests of existing stockholders of Sequoia Fund. The ETF structure is expected to offer improved tax efficiency, greater trading flexibility, and increased transparency of portfolio holdings. There are also certain risks, costs and other considerations associated with the Reorganization, including the risk that shares of the ETF trade in the secondary market at prices that may differ from the NAV, that stockholders of the ETF may be charged fees and commissions by their brokers when transacting in ETF shares, that certain account types generally cannot hold shares of ETFs, and certain other risks associated with ETF shares. The Board believes, however, that the benefits of the Reorganization substantially outweigh the risks, costs and other considerations.

The Reorganization will be presented to stockholders of Sequoia Fund at a special meeting of stockholders, which is scheduled to be held on or about July 27, 2026. In the coming weeks, stockholders of record of Sequoia Fund will receive a Combined Proxy Statement/Prospectus describing the proposed Reorganization and setting forth the details of the special meeting of stockholders. The Combined Proxy Statement/Prospectus is expected to include information describing the similarities and differences between the ETF and Sequoia Fund (including their fees and expenses and form of organization), the structure and operations of ETFs, the terms and conditions of the Agreement and Plan of Reorganization (the “Plan”), the factors considered by the Board in approving the Reorganization, the anticipated tax-free treatment of the Reorganization, and voting instructions, along with a proxy card.

If the Reorganization is approved by stockholders and subject to the satisfaction of certain closing conditions set forth in the Plan, the Reorganization is currently expected to close on or about September 14, 2026. Upon closing, stockholders who hold their Sequoia Fund shares in a brokerage account eligible to hold ETF shares (a “Qualifying Brokerage Account,” as further explained in the Q&A) will receive ETF shares having an aggregate net asset value equal to the aggregate net asset value of their Sequoia Fund shares held immediately prior to the Reorganization, plus any cash in lieu of fractional shares, if applicable. As a result, such stockholders will become stockholders of the ETF and will no longer be stockholders of Sequoia Fund. Sequoia Fund will then be dissolved.

The proposed Reorganization is expected to qualify as a tax-free transaction for U.S. federal income tax purposes. However, because ETF shares are not issued in fractional shares, stockholders who hold fractional shares of Sequoia Fund may have such fractional shares redeemed in cash at net asset value immediately prior to the Reorganization. Any such cash payment may be treated as a taxable transaction for U.S. federal income tax purposes.

If stockholders approve the Reorganization, there are several operational and other steps that must occur to implement the Reorganization for Sequoia Fund and its stockholders. More information about these matters is set forth below. Importantly, as noted above, stockholders must have a Qualifying Brokerage Account...