Hennessy Advisors Form 4—Director Awarded 5,600 Units with 4-Year Vesting

Rhea-AI Filing Summary

Lydia D. Knight O'Riordan, a director of Hennessy Advisors Inc. (ticker reported as HNNA in the filing), acquired 5,600 shares/stock units on 09/18/2025 at a reported price of $0, increasing her total beneficial ownership to 21,300 shares.

The filing notes these 5,600 units will vest 25% per year beginning on 09/18/2026. The Form 4 was signed on behalf of the reporting person by an attorney-in-fact on 09/19/2025 and was filed as a single reporting person disclosure.

Positive

• Director received 5,600 stock units, increasing beneficial ownership to 21,300 shares
• Vesting schedule disclosed: 25% per year beginning 09/18/2026, indicating retention incentive
• Form 4 filed and signed (attorney-in-fact), satisfying Section 16 reporting requirements

Negative

• None.

Insights

Financial Analyst

TL;DR: A director received 5,600 stock units that vest over four years, modestly increasing insider ownership.

The reported acquisition of 5,600 shares at $0 and a post-transaction holding of 21,300 shares signals insider alignment with shareholders through equity compensation. The vesting schedule—25% per year starting 09/18/2026—indicates a multi-year retention incentive rather than an immediate liquidity event. For investors, this is a governance signal but not a materially large ownership change given the disclosed totals.

Corporate Governance Expert

TL;DR: Director-level equity grant with standard multi-year vesting reflects routine governance and retention practices.

This Form 4 documents a typical director equity award rather than an open-market purchase or sale. The $0 price and the explicit vesting schedule suggest these are restricted stock units or similar compensation. Filing by an attorney-in-fact and single-reporting-person status are procedural details that do not alter the substance: a governance-aligned equity grant subject to future vesting.

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

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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^*

Knight ORiordan Lydia D

(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	21,300(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 Lydia D. Knight O'Riordan	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 Lydia D. Knight O'Riordan report on Form 4 for HNNAZ?

She reported an acquisition of 5,600 shares/stock units on 09/18/2025, bringing her total beneficial ownership to 21,300 shares.

At what price were the shares reported acquired in the Form 4?

The transaction is reported at a price of $0, indicating these are likely equity awards or stock units rather than a cash purchase.

When do the acquired shares vest according to the filing?

The filing states the 5,600 units will vest 25% per year beginning on 09/18/2026.

What is the reporting person's relationship to the issuer in this Form 4?

The reporting person, Lydia D. Knight O'Riordan, is listed as a Director of Hennessy Advisors Inc.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Teresa M. Nilsen, Attorney-in-Fact for Lydia D. Knight O'Riordan on 09/19/2025.