Form 4: HENNESSY DANIEL J reports purchase transactions in HCICU

Rhea-AI Filing Summary

HENNESSY DANIEL J reported open-market purchase transactions in a Form 4 filing for HCICU. The filing lists transactions totaling 2,453,086 shares at a weighted average price of $10.00 per share. Following the reported transactions, holdings were 9,512,515 shares.

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 DANIEL J

(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)
	Chairman and CEO

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)

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. Daniel 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/ Daniel J. Hennessy	02/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did HCICU report for Daniel J. Hennessy?

The filing reports HC VIII Sponsor LLC, an entity associated with Daniel J. Hennessy, acquired 671,000 Class A ordinary shares at $10 per share. The position is reported as indirectly beneficially owned by Hennessy through the Sponsor structure.

Who is the actual record holder of the HCICU shares in this Form 4?

HC VIII Sponsor LLC is the record holder of the reported securities. Hennessy Capital Group LLC manages the Sponsor, and Daniel J. Hennessy and Thomas D. Hennessy are its managing members, giving them shared voting and dispositive control over the Sponsor-held securities.

What Class B share activity did HCICU disclose in this Form 4?

The company disclosed that 1,782,086 Class B ordinary shares were issued to HC VIII Sponsor LLC through a share dividend. After this transaction, the Sponsor indirectly held 9,512,515 derivative securities linked to Class B shares, all reported under Daniel J. Hennessy’s indirect beneficial ownership.

How do HCICU Class B ordinary shares convert into Class A shares?

Class B ordinary shares automatically convert into Class A ordinary shares at the time of Hennessy Capital Investment Corp. VIII’s initial business combination, or earlier at the holder’s option, on a one-for-one basis, subject to certain adjustments described in the company’s Form S-1 registration statement.

Does Daniel J. Hennessy fully own all HCICU shares held by the Sponsor?

Daniel J. Hennessy may be deemed a beneficial owner due to his role in entities controlling the Sponsor, but he disclaims beneficial ownership of any Sponsor-held securities in which he has no pecuniary interest. The Sponsor itself remains the record holder of the reported securities.