[Form 4] HENNESSY ADVISORS INC Insider Trading Activity

Rhea-AI Filing Summary

Kathryn Fahy, SVP and CFO of Hennessy Advisors Inc., reported insider transactions dated 09/18/2025. The filing shows an acquisition of 12,500 shares of Common Stock through a grant recorded as $0 consideration; these shares are described as stock units that will vest 25% per year beginning on September 18, 2026. The filing also reports a disposition of 4,022 shares sold at a price of $11.08 per share, leaving 72,688.93 shares beneficially owned after the transactions. The form is signed by an attorney-in-fact on 09/19/2025.

Positive

• 12,500 share grant structured as stock units that vest 25% per year, aligning executive incentives with long‑term performance
• Beneficial ownership remains substantial at 72,688.93 shares after reported transactions, indicating continued insider stake

Negative

• Disposition of 4,022 shares at $11.08 reduced the reporting person’s immediate holdings
• No disclosure of the reason for the sale is provided in the filing

Insights

Financial Analyst

TL;DR: Insider received time‑vesting equity and sold a smaller block, signaling routine compensation and liquidity activity rather than a major shift.

The 12,500 share grant at $0 appears to be a compensation award converted to stock units, with vesting over four years starting 09/18/2026, which aligns executive incentives with long‑term performance. The sale of 4,022 shares at $11.08 generated liquidity but did not materially reduce overall holdings; beneficial ownership remains above 72,000 shares. For investors, these are routine Section 16 disclosures reflecting compensation and personal trading; no new operational or financial information about the company is presented.

Corporate Governance Expert

TL;DR: Grant with multi‑year vesting supports retention and alignment; the concurrent sale is a common personal transaction.

The disclosed grant of stock units that vest 25% annually beginning one year after grant is a standard retention mechanism and strengthens long‑term alignment between executive and shareholders. The reported sale of 4,022 shares at $11.08 appears to be a personal disposition and is fully reported under Section 16. There is no indication of accelerated vesting, clawbacks, or changes to compensation policy in this filing. Compliance with filing rules is evidenced by the attorney‑in‑fact signature on 09/19/2025.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

Fahy Kathryn

(Last) (First) (Middle)

7250 REDWOOD BLVD

SUITE 200

(Street)

NOVATO CA 94945

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HENNESSY ADVISORS INC [ HNNA ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

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
Common Stock	09/18/2025		A(1)		12,500	A	$0	76,710.93(1)	D
Common Stock	09/18/2025		F		4,022	D	$11.08	72,688.93	D

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

Explanation of Responses:

1. Includes 12,500 shares of underlying stock units that will vest 25% per year beginning on September 18, 2026.

	/s/ Teresa M. Nilsen, Attorney-in-Fact for Kathryn Fahy	09/19/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Kathryn Fahy report for HNNAZ on 09/18/2025?

She reported an acquisition of 12,500 common stock units at $0 (vesting 25% per year starting 09/18/2026) and a sale of 4,022 shares at $11.08 per share.

How many shares does Kathryn Fahy beneficially own after the reported transactions?

The Form 4 reports 72,688.93 shares beneficially owned following the transactions.

When do the granted stock units vest?

The filing states the 12,500 underlying stock units will vest 25% per year beginning on September 18, 2026.

Was the Form 4 properly signed and filed?

Yes. The filing is signed by an attorney‑in‑fact, Teresa M. Nilsen, on 09/19/2025.

Does the filing disclose any change to compensation policy or governance terms?

No. The Form 4 only reports the specific transactions and vesting schedule; it does not disclose any changes to compensation policy or governance provisions.