[Form 4] HENNESSY ADVISORS INC Insider Trading Activity

Rhea-AI Filing Summary

Kiera M. Newton, a director of Hennessy Advisors Inc (HNNA), reported an acquisition of 5,600 shares of Common Stock on 09/18/2025 increasing her beneficial ownership to 17,258 shares. The filing shows the 5,600 shares are stock units that will vest 25% per year beginning on September 18, 2026, indicating a four-year vesting schedule. The reported transaction was recorded on Form 4 and executed through an attorney-in-fact.

Positive

• Director increased beneficial ownership to 17,258 shares, showing additional insider alignment with shareholders
• Time-based vesting schedule (25% per year) aligns the director's incentives with long-term company performance

Negative

• None.

Insights

Financial Analyst

TL;DR: A director received 5,600 stock units under a multi-year vesting schedule, modestly increasing insider ownership.

This transaction represents a non-cash grant of 5,600 common stock units that vest 25% annually starting one year after the grant. Such grants align executive incentives with shareholder value over time and modestly raise the reporting person's stake to 17,258 shares. The immediate economic impact is limited because units remain unvested; the materiality to equity outstanding is not stated in the filing.

Corporate Governance Expert

TL;DR: The grant uses time-based vesting to retain a board member and align long-term interests.

The disclosure explicitly describes a time-based vesting schedule (25% per year), a common retention and alignment mechanism. The filing is routine for director compensation and does not disclose accelerated vesting, performance conditions, or any indirect ownership vehicles. No governance red flags appear in the provided text.

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^*

Newton Kiera

(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
	Officer (give title below)		Other (specify below)

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)		5,600	A	$0	17,258(1)	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 5,600 shares of underlying stock units that will vest 25% per year beginning on September 18, 2026.

	/s/ Teresa M. Nilsen, Attorney-in-Fact for Kiera M. Newton	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 transaction did Kiera M. Newton report on Form 4 for HNNA?

She reported acquisition of 5,600 shares of Common Stock (stock units) recorded on 09/18/2025, increasing beneficial ownership to 17,258 shares.

Were the 5,600 shares immediately vested for HNNA director Kiera Newton?

No. The filing states the 5,600 shares are stock units that will vest 25% per year beginning on September 18, 2026.

Was there a cash purchase price for the reported HNNA shares?

The reported price is $0, indicating the transaction was a grant of stock units rather than a market purchase.

Does the Form 4 disclose any indirect ownership or special arrangements?

No indirect ownership or special arrangements are disclosed beyond the time-based vesting schedule described in the explanation.

Who signed the Form 4 filing for Kiera M. Newton?

The form was signed by Teresa M. Nilsen, Attorney-in-Fact for Kiera M. Newton, per the filing.