[Form 4] HENNESSY ADVISORS INC Insider Trading Activity

Rhea-AI Filing Summary

Teresa M. Nilsen, Director and President, COO and Secretary of HENNESSY ADVISORS INC (HNNA / HNNAZ), reported multiple changes in her beneficial ownership on 09/18/2025. She acquired 19,700 non‑derivative common stock units via an award coded A(1) at $0, bringing her total reported beneficial ownership to 159,823 shares (these 19,700 units vest 25% per year beginning 09/18/2026). She also reported a disposition of 9,000 shares on 09/18/2025 at a price of $11.08, reducing direct holdings to 150,823 shares. The filing discloses indirect holdings of 9,943 shares (9,425 held for a child and 1,518 by spouse's IRA) rather than additional transactions. The form is signed 09/19/2025.

Positive

• Receipt of 19,700 restricted stock units aligns executive compensation with long‑term vesting (25% per year starting 09/18/2026)
• Remaining substantial direct ownership of 150,823 shares after the sale indicates continued insider alignment with shareholders

Negative

• Sale of 9,000 shares on 09/18/2025 at $11.08 reduced direct holdings, which could be perceived as partial liquidity taking

Insights

Corporate Governance Expert

Insider received time‑vested award and sold a small portion of stock the same day.

The filing shows an officer/director received 19,700 restricted stock units that vest over four years, indicating ongoing executive compensation rather than open‑market accumulation. The simultaneous reported sale of 9,000 shares at $11.08 modestly reduced direct holdings to 150,823 shares. The structure—award with multi‑year vesting plus a sale—matches routine compensation and portfolio management behaviors for insiders. No pledges, option exercises, or unusual derivatives are reported.

Securities Analyst

Transactions are routine and not materially dilutive or liquidity‑driven.

The $0 acquisition denotes a granted equity award rather than a market purchase; vesting begins one year out and is spread annually, which limits near‑term share supply. The 9,000‑share sale at $11.08 represents a small fraction of total reported beneficial ownership (under 6%), suggesting limited immediate market impact. No new debt, large dispositions, or derivative activity that would signal material change is present.

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
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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).

1. Name and Address of Reporting Person^*

NILSEN TERESA M

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, COO and Secretary

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)		19,700	A	$0	159,823(1)	D
Common Stock	09/18/2025		F		9,000	D	$11.08	150,823	D
Common Stock								9,425	I	FBO Child
Common Stock								1,518	I	By Spouse's IRA

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 19,700 shares of underlying stock units that will vest 25% per year beginning on September 18, 2026.

	/s/ Teresa M. Nilsen	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 Teresa M. Nilsen report for HNNAZ on 09/18/2025?

She reported an acquisition of 19,700 non‑derivative stock units (grant) at $0 and a sale of 9,000 shares at $11.08 on 09/18/2025.

How many shares does Teresa M. Nilsen beneficially own after the reported transactions?

Following the transactions she reported 159,823 shares beneficially owned overall, with 150,823 held directly.

What are the vesting terms for the 19,700 shares granted?

The filing states those 19,700 underlying stock units will vest 25% per year beginning 09/18/2026.

Does the Form 4 disclose any derivative transactions or option exercises by Ms. Nilsen?

No. Table II for derivative securities contains no reported transactions; only non‑derivative stock movements are listed.

Are there any indirect holdings reported by Ms. Nilsen?

Yes. The filing reports 9,425 shares held for a child (FBO child) and 1,518 shares held in a spouse's IRA.