Hennessy Capital Investment Corp. VIII (HCICU) insider reports 671,000-share Class A buy

Rhea-AI Filing Summary

Hennessy Capital Investment Corp. VIII President, director and 10% owner Thomas D. Hennessy reported insider transactions involving both Class A and Class B ordinary shares. An affiliated entity, HC VIII Sponsor LLC, purchased 671,000 Class A shares at $10 per share in a private placement, indirectly attributable to him.

The 671,000 Class A shares are part of 671,000 private placement units, each including one Class A share and a right to receive one-twelfth of a Class A share upon an initial business combination. Sponsor also received 1,782,086 Class B shares via share dividend, which are convertible into Class A shares on a one-for-one basis with no expiration date.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hennessy Thomas D

(Last) (First) (Middle)

195 US HWY 50

SUITE 207

(Street)

ZEPHYR COVE NV 89448

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Hennessy Capital Investment Corp. VIII [ HCIC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A ordinary shares	02/06/2026		P		671,000(1)	A	$10	671,000(1)	I	See Explanation of Responses(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(3)	02/04/2026		J(4)		1,782,086		(3)	(3)	Class A ordinary shares	1,782,086	$0	9,512,515	I	See Explanation of Responses(2)
Class B ordinary shares	(3)							(3)	(3)	Class A ordinary shares	750,000		750,000	D

Explanation of Responses:

1. Reflects the 671,000 Class A ordinary shares of the registrant that are included in the 671,000 private placement units of the registrant purchased by HC VIII Sponsor LLC ("Sponsor"). Each private placement unit consists of one Class A ordinary share and one right to receive one-twelfth (1/12) of one Class A ordinary share upon the consummation of an initial business combination.

2. Sponsor is the record holder of the securities reported herein. Hennessy Capital Group LLC is the sole manager of Sponsor. Daniel J. Hennessy, the registrant's Chairman and Chief Executive Officer, and Thomas D. Hennessy, the registrant's President and a director, are the managing members of Hennessy Capital Group LLC. Consequently, each of Mr. Daniel Hennessy and Mr. Thomas Hennessy may be deemed the beneficial owner of securities held by Sponsor and have shared voting and dispositive control over such securities. Mr. Thomas Hennessy disclaims beneficial ownership over any securities owned by Sponsor in which he does not have any pecuniary interest.

3. As described in the registrant's Registration Statement on Form S-1 (File No. 333-291924) under the heading "Description of Securities-Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the registrant's initial business combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to certain adjustments described therein, and have no expiration date.

4. Represents Class B ordinary shares issued by the registrant to Sponsor through a share dividend.

	/s/ Thomas D. Hennessy	02/09/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Thomas D. Hennessy report for Hennessy Capital Investment Corp. VIII (HCICU)?

He reported an indirect purchase of 671,000 Class A ordinary shares at $10 per share. The shares were bought by HC VIII Sponsor LLC in a private placement, and are attributed to him through his role with the sponsor entity.

How many Hennessy Capital Investment Corp. VIII Class A shares were involved and at what price?

The filing shows 671,000 Class A ordinary shares at a price of $10 per share. These shares are included in 671,000 private placement units, each unit containing one Class A share and a fractional right to additional Class A stock.

What are the private placement units mentioned in the HCICU Form 4 filing?

Each private placement unit consists of one Class A ordinary share and one right to receive one-twelfth of a Class A share. The filing notes 671,000 units purchased by HC VIII Sponsor LLC, providing both immediate shares and contingent additional stock after a business combination.

What did the filing disclose about Class B founder shares for Hennessy Capital Investment Corp. VIII (HCICU)?

The filing states that Class B ordinary shares automatically convert into Class A shares on a one-for-one basis. Conversion occurs at the initial business combination or earlier at the holder’s option, with no expiration date, aligning these founder shares economically with eventual public Class A stock.

How many Class B shares did the sponsor receive in the HCICU Form 4 transaction?

The sponsor entity received 1,782,086 Class B ordinary shares through a share dividend. These Class B shares are convertible into Class A ordinary shares on a one-for-one basis, as described in the company’s registration statement, and have no stated expiration date.

What is Thomas D. Hennessy’s relationship to Hennessy Capital Investment Corp. VIII and the sponsor entity?

He is President, a director, and a 10% owner of Hennessy Capital Investment Corp. VIII. The filing explains he is a managing member of Hennessy Capital Group LLC, which manages HC VIII Sponsor LLC, and he may be deemed a beneficial owner of securities held by the sponsor.