[Form 4] HENNESSY ADVISORS INC Insider Trading Activity

Rhea-AI Filing Summary

Susan W. Pomilia, a director of Hennessy Advisors Inc. (HNNA), reported an acquisition on 09/18/2025 of 5,600 common stock units. The filing shows 5,600 shares were acquired at $0 and are described as stock units that will vest 25% per year beginning September 18, 2026. After the transaction Pomilia beneficially owns 49,887 shares directly and 67,619 shares indirectly through her spouse's IRA.

The Form 4 was signed by an attorney-in-fact on 09/19/2025. No derivative transactions or exercise prices are reported in this filing.

Positive

• Director ownership increased by 5,600 stock units, aligning management with shareholder interests
• Clear vesting schedule (25% per year beginning 09/18/2026) links compensation to ongoing service

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received a time‑vesting equity award that increases her direct ownership modestly; routine, non-cash grant with multi-year vesting.

The 5,600-share grant is recorded at a $0 transaction price, indicating a non-cash issuance such as restricted stock units rather than an open‑market purchase. The vesting schedule—25% per year starting 09/18/2026—ties value realization to continued service. Post-transaction ownership is 49,887 shares direct and 67,619 indirect via spouse's IRA, which clarifies current insider exposure but does not indicate a material change in control or immediate liquidity event.

Corporate Governance Expert

TL;DR: This is a standard director equity award with staged vesting; disclosure is complete and consistent with Section 16 reporting rules.

The Form 4 discloses relationship (Director), the issuance date, vesting terms, and combined direct and indirect holdings. The filing was executed by an attorney‑in‑fact and includes an explicit vesting explanation. There are no departures, option exercises, or other governance red flags disclosed here.

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^*

Pomilia Susan Weber

(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	49,887(1)	D
Common Stock								67,619	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 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 Susan W. Pomilia	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 did Susan W. Pomilia report on Form 4 for HNNA (HNNAZ)?

She reported an acquisition of 5,600 common stock units on 09/18/2025, recorded at a transaction price of $0.

How many shares does Susan W. Pomilia own after the reported transaction?

Following the transaction she beneficially owns 49,887 shares directly and 67,619 shares indirectly through her spouse's IRA.

What are the vesting terms for the 5,600 stock units?

The filing states the 5,600 units will vest 25% per year beginning on September 18, 2026.

Was any cash consideration reported for the acquisition?

No; the transaction price is reported as $0, indicating a non‑cash issuance such as restricted stock units.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Teresa M. Nilsen, Attorney‑in‑Fact for Susan W. Pomilia on 09/19/2025.