[Form 4] HENNESSY ADVISORS INC Insider Trading Activity

Rhea-AI Filing Summary

Brian A. Hennessy, a director of Hennessy Advisors Inc. (ticker HNNA / symbol provided as HNNAZ in metadata), reported transactions on Form 4 dated 09/18/2025. The filing shows an acquisition of 5,600 shares of Common Stock under code A(1) at $0, representing stock units that will vest 25% per year beginning September 18, 2026. Following the reported acquisition, 233,964.5 shares are shown as beneficially owned indirectly by a trust. The filing also reports 21,387.8296 shares associated with a spouse's IRA (listed as a disposition and as indirectly owned). The report notes 742.1462 shares acquired through automatic dividend reinvestments. The form is signed by an attorney-in-fact on 09/19/2025.

Positive

• Acquisition of 5,600 stock units granted to the reporting director, increasing alignment with shareholders
• Vesting schedule disclosed: 25% per year beginning 09/18/2026, providing clarity on future equity realization
• Dividend reinvestment added 742.1462 shares, indicating automatic reinvestment of distributions

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director equity award and reporting; limited immediate market impact.

The Form 4 documents an awarded grant of 5,600 stock units that vest over four years and automatic dividend reinvestment of 742.1462 shares. The post-transaction beneficial ownership of 233,964.5 shares held indirectly by a trust is material for transparency but represents a typical director equity holding rather than a change in control or large market-moving trade. There is no cash purchase price reported and the award vests future rights rather than immediate liquidity.

Corporate Governance Expert

TL;DR: Compensation-related grant disclosed correctly; vesting schedule and indirect holdings are documented.

The filing records an equity grant (A(1)) with a clear vesting schedule (25% annually starting 09/18/2026) and identifies indirect ownership vehicles including a trust and a spouse's IRA. From a governance standpoint, the disclosure aligns with Section 16 reporting requirements by specifying the nature of ownership and dividend reinvestment amounts. No departures, accelerations, or amendments are disclosed in this submission.

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).

1. Name and Address of Reporting Person^*

HENNESSY BRIAN A

(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	233,964.5(1)	I	By Trust
Common Stock								21,387.8296(2)	D
Common Stock								21,387.8296(2)	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.

2. Includes 742.1462 shares acquired through automatic dividend reinvestments.

	/s/ Teresa Nilsen, Attorney-in-Fact for Brian A. Hennessy	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 Brian A. Hennessy report on Form 4 (HNNAZ)?

The Form 4 reports an acquisition of 5,600 common stock units on 09/18/2025 (code A(1)) and notes 742.1462 shares from dividend reinvestment.

How many shares does Brian A. Hennessy beneficially own after the reported transaction?

The filing shows 233,964.5 shares beneficially owned indirectly by a trust following the reported transaction.

What is the vesting schedule for the 5,600 stock units?

The 5,600 underlying stock units will vest 25% per year beginning on September 18, 2026.

Are any shares associated with a spouse or other indirect ownership?

Yes. The filing lists 21,387.8296 shares related to a spouse's IRA, shown as disposed and also as indirectly owned by the spouse's IRA.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Teresa Nilsen, Attorney-in-Fact for Brian A. Hennessy on 09/19/2025.