Hennessy Advisors Inc 10-K for FY2025

Hennessy Advisors Inc (HNNA)

10-K 2025-12-03 For: 2025-09-30

Added on April 06, 2026

About this 10-K

Hennessy Advisors Inc filed this 10-K on December 3, 2025, covering the fiscal year ended September 30, 2025 (FY2025).

Headline figures

Fiscal year ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $35.54M; up 19.9% from $29.65M a year earlier
Net income: $9.96M; up 40.3% from net income of $7.1M a year earlier
Diluted EPS: $1.27; up 38.0% from $0.92 a year earlier

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California	68-0176227
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

7250 Redwood Boulevard, Suite 200
Novato, California	94945
(Address of principal executive office)	(Zip code)

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☐

PART I
Item 1	Business	1
Item 1A	Risk Factors	20
Item 1C	Cybersecurity	29
Item 2	Properties	30
Item 3	Legal Proceedings	30
Item 4	Mine Safety Disclosures	30

Part II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	30
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 8	Financial Statements and Supplementary Data	39
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	61
Item 9A	Controls and Procedures	62
Item 9B	Other Information	63
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	63

Part III
Item 10	Directors, Executive Officers, and Corporate Governance	63
Item 11	Executive Compensation	64
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	64
Item 13	Certain Relationships and Related Transactions, and Director Independence	64
Item 14	Principal Accountant Fees and Services	64

Part IV
Item 15	Exhibits and Financial Statement Schedules	65
Item 16	Form 10‑K Summary	67
	Signatures	68

*1989*	In February, we were founded as a California corporation under our previous name, Edward J. Hennessy, Inc., and registered as a broker-dealer with the Financial Industry Regulatory Authority.

*1996*	In March, we launched our first mutual fund, the Hennessy Balanced Fund.

*1998*	In October, we launched our second mutual fund, the Hennessy Total Return Fund.

*2000*	In June, we successfully completed our first asset purchase by purchasing the assets related to the management of two mutual funds previously managed by Netfolio, Inc. (“Netfolio”) and changed the fund names to the Hennessy Cornerstone Growth Fund and the Hennessy Cornerstone Value Fund. The amount of the purchased assets as of the closing date totaled approximately $197 million.

*2002*	In May, we successfully completed a self-underwritten initial public offering of our stock by raising $5.7 million at an offering price of $1.98 (HNNA.OB) and changed our firm name to Hennessy Advisors, Inc. Our total assets under management at the time of our initial public offering was approximately $358 million.

*2003*	In September, we purchased the assets related to the management of a mutual fund previously managed by SYM Financial Corporation and reorganized the assets of such fund into the newly created Hennessy Cornerstone Mid Cap 30 Fund. The amount of the purchased assets as of the closing date was approximately $35 million.

*2004*	In March, we purchased the assets related to the management of five mutual funds previously managed by Lindner Asset Management, Inc. and reorganized the assets of such funds into four of our existing Hennessy Funds. The amount of the purchased assets as of the closing date totaled approximately $301 million.

*2005*	In July, we purchased the assets related to the management of a mutual fund previously managed by Landis Associates LLC and changed the fund name to the Hennessy Cornerstone Growth, Series II Fund. The amount of the purchased assets as of the closing date was approximately $299 million.

*2007*	In November, we launched the Hennessy Micro Cap Growth Fund, LLC, a non‑registered private pooled investment fund.

*2009*	In March, we purchased the assets related to the management of two mutual funds previously managed by RBC Global Asset Management (U.S.) Inc. and reorganized the assets of such funds into the newly created Hennessy Cornerstone Large Growth Fund and the Hennessy Large Value Fund. In conjunction with the completion of the transaction, RBC Global Asset Management (U.S.) Inc. became the sub‑advisor to the Hennessy Large Value Fund. The amount of the purchased assets as of the closing date totaled approximately $158 million. In September, we purchased the assets related to the management of two mutual funds previously managed by SPARX Investment & Research, USA, Inc. and sub‑advised by SPARX Asset Management Co., Ltd. and changed the fund names to the Hennessy Japan Fund and the Hennessy Japan Small Cap Fund. In conjunction with the completion of the transaction, SPARX Asset Management Co., Ltd. continued as the sub‑advisor to both funds. The amount of the purchased assets as of the closing date totaled approximately $74 million.

*2011*	In October, we reorganized the assets of the Hennessy Cornerstone Growth, Series II Fund into the Hennessy Cornerstone Growth Fund.

*2012*	In October, we purchased the assets related to the management of 10 mutual funds previously managed by FBR Fund Advisers (the “FBR Funds”). We reorganized the assets of three of the FBR Funds into existing Hennessy Funds and reorganized the assets of the seven other FBR Funds into newly created series of the Hennessy Funds. In conjunction with the completion of the transaction, Broad Run Investment Management, LLC became the sub‑advisor to the Hennessy Focus Fund, FCI Advisors became the sub‑advisor to the Hennessy Equity and Income Fund (fixed income allocation) and the Hennessy Core Bond Fund, and The London Company of Virginia, LLC became the sub‑advisor to the Hennessy Equity and Income Fund (equity allocation). The amount of the purchased assets as of the closing date was approximately $2.2 billion. In December, we closed the Hennessy Micro Cap Growth Fund, LLC.

*2014*	In April, our common stock began trading on The Nasdaq Capital Market.

*2016*	In September, we purchased the assets related to the management of two mutual funds previously managed by Westport Advisers, LLC and reorganized the assets of such funds into the Hennessy Cornerstone Mid Cap 30 Fund. The amount of the purchased assets as of the closing date totaled approximately $435 million.

*2017*	In February, we liquidated the Hennessy Core Bond Fund and reorganized the Hennessy Large Value Fund into the Hennessy Cornerstone Value Fund. Additionally, for the Hennessy Technology Fund, we implemented changes to the investment strategy and the portfolio management team. In March, we launched Institutional Class shares for the Hennessy Gas Utility Fund. In December, we purchased the assets related to the management of two mutual funds previously managed by Rainier Investment Management, LLC (“Rainier”) and reorganized the assets of such funds into the Hennessy Cornerstone Large Growth Fund and the Hennessy Cornerstone Mid Cap 30 Fund. The amount of the purchased assets as of the closing date totaled approximately $122 million.

*2018*	In January, we purchased the assets related to the management of a third mutual fund previously managed by Rainier and reorganized the assets of such fund into the Hennessy Cornerstone Mid Cap 30 Fund. The amount of the purchased assets as of the closing date totaled approximately $253 million. In October, we purchased the assets related to the management of two mutual funds previously managed by BP Capital Fund Services, LLC (“BP Capital”) and reorganized the assets of such funds into the newly created Hennessy Energy Transition Fund and the Hennessy Midstream Fund. In connection with the transaction, BP Capital Fund Services, LLC became the sub‑advisor to both funds. The amount of the purchased assets as of the closing date totaled approximately $200 million.

*2019*	During the year, we repurchased an aggregate of 560,734 shares of our common stock pursuant to our stock buyback program.

*2020*	In the first three months of the year, we repurchased an aggregate of 206,109 shares of our common stock pursuant to our stock buyback program.

*2021*	In October, we transferred listing of our common stock from The Nasdaq Capital Market to The Nasdaq Global Market. Also in October, we completed a public offering of 4.875% notes due 2026 (the “2026 Notes”) in the aggregate principal amount of $40.25 million, which included the full exercise of the underwriters’ overallotment option.

*2022*	In January, we mutually agreed with BP Capital to terminate the sub‑advisory agreement for the Hennessy Energy Transition Fund and the Hennessy Midstream Fund and began managing such funds internally. In December, we purchased the assets related to the management of an ETF previously managed by Red Gate Advisers, LLC and reorganized the assets of such fund into the newly created Hennessy Sustainable ETF. In connection with the transaction, Stance Capital, LLC (“Stance Capital”) and Vident Investment Advisory, LLC (“VIA”) became sub‑advisors to the fund. The amount of the purchased assets as of the closing date totaled approximately $43 million.

2023	In July, VIA completed an acquisition transaction that resulted in a change of control of VIA and automatic termination of our sub‑advisory agreement with VIA. On the same date, we entered into a new sub‑advisory agreement with Vident Advisory, LLC (“Vident Advisory”). In November, we purchased the assets related to the management of a mutual fund previously managed by Community Capital Management, LLC (“CCM”) and reorganized the assets of such fund into the Hennessy Sustainable ETF. The amount of the purchased assets as of the closing date totaled approximately $12 million.

2024	In February, we purchased the assets related to the management of a second mutual fund previously managed by CCM and reorganized the assets of such fund into the Hennessy Sustainable ETF. The amount of the purchased assets as of the closing date totaled approximately $59 million.

2025	In March, we signed a definitive agreement with STF Management, LP to purchase the assets related to the management of the STF Tactical Growth & Income ETF (Nasdaq: TUGN) and the STF Tactical Growth ETF (Nasdaq: TUG) (together, the “STF ETFs”). Upon completion of the transaction, which is subject to the approval of the shareholders of each STF ETF, the assets of the STF Tactical Growth & Income ETF and the STF Tactical Growth ETF will be reorganized to become newly created series of the Hennessy Funds called the Hennessy Tactical Growth and Income ETF and the Hennessy Tactical Growth ETF, respectively. (See Note 1(f) in Item 8, “Financial Statements and Supplementary Data.”)

The Hennessy Funds Family

Domestic Equity	Multi-Asset	Sector and Specialty
Hennessy Cornerstone Growth Fund	Hennessy Total Return Fund	Hennessy Energy Transition Fund

Hennessy Focus Fund	Hennessy Equity and Income Fund	Hennessy Midstream Fund

Hennessy Cornerstone Mid Cap 30 Fund	Hennessy Balanced Fund	Hennessy Gas Utility Fund

Hennessy Cornerstone Large Growth Fund		Hennessy Japan Fund

Hennessy Cornerstone Value Fund		Hennessy Japan Small Cap Fund

		Hennessy Large Cap Financial Fund

		Hennessy Small Cap Financial Fund

		Hennessy Technology Fund

		Hennessy Sustainable ETF

Hennessy Cornerstone Growth Fund	One Year			Three Years			Five Years			Ten Years
Institutional Class Share - HICGX		3.72	%		23.67	%		20.18	%		11.36	%
Investor Class Share - HFCGX		3.38	%		23.26	%		19.79	%		11.00	%
Russell 2000^® Index ⁽¹⁾		10.76	%		15.21	%		11.56	%		9.77	%
S&P 500^® Index ⁽²⁾		17.60	%		24.94	%		16.47	%		15.30	%

Hennessy Focus Fund*	One Year			Three Years			Five Years			Ten Years
Institutional Class Share - HFCIX		9.86	%		20.28	%		12.25	%		10.69	%
Investor Class Share - HFCSX		9.44	%		19.83	%		11.83	%		10.28	%
Russell 3000^® Index ⁽³⁾		17.41	%		24.12	%		15.74	%		14.71	%
Russell Midcap^® Growth Index ⁽⁴⁾		22.02	%		22.85	%		11.26	%		13.37	%

Hennessy Equity and Income Fund*	One Year			Three Years			Five Years			Ten Years
Institutional Class Share - HEIIX		6.76	%		11.98	%		7.14	%		7.31	%
Investor Class Share - HEIFX		6.31	%		11.55	%		6.75	%		6.91	%
S&P 500^® Index ⁽²⁾		17.60	%		24.94	%		16.47	%		15.30	%

Hennessy Energy Transition Fund*	One Year			Three Years			Five Years			Ten Years
Institutional Class Share - HNRIX		11.77	%		14.70	%		32.24	%		8.76	%
Investor Class Share - HNRGX		11.47	%		14.35	%		31.80	%		8.43	%
S&P 500^® Energy Index ⁽¹¹⁾		4.43	%		11.10	%		29.60	%		8.18	%
S&P 500^® Index ⁽²⁾		17.60	%		24.94	%		16.47	%		15.30	%

Hennessy Midstream Fund*	One Year			Three Years			Five Years			Ten Years
Institutional Class Share - HMSIX**		10.69	%		23.09	%		30.21	%		7.41	%
Investor Class Share - HMSFX		10.31	%		22.73	%		29.88	%		7.13	%
Alerian US Midstream Energy Index ⁽¹²⁾		19.31	%		26.92	%		35.09	%		11.51	%
S&P 500® Index ⁽²⁾		17.60	%		24.94	%		16.47	%		15.30	%

Hennessy Gas Utility Fund*	One Year			Three Years			Five Years			Ten Years
Institutional Class Share - HGASX**		17.70	%		14.98	%		14.37	%		9.16	%
Investor Class Share - GASFX		17.38	%		14.64	%		14.03	%		8.86	%
AGA Stock Index ⁽¹³⁾		17.06	%		15.17	%		14.83	%		9.92	%
S&P 500^®Index ⁽²⁾		17.60	%		24.94	%		16.47	%		15.30	%

Hennessy Large Cap Financial Fund*	One Year			Three Years			Five Years			Ten Years
Institutional Class Share - HILFX**		37.10	%		20.64	%		11.78	%		11.12	%
Investor Class Share - HLFNX		36.61	%		20.25	%		11.40	%		10.72	%
Russell 1000^® Index Financials ⁽¹⁷⁾		24.02	%		25.83	%		21.29	%		15.43	%
Russell 1000^® Index ⁽⁶⁾		17.75	%		24.64	%		15.99	%		15.04	%

Hennessy Small Cap Financial Fund*	One Year			Three Years			Five Years			Ten Years
Institutional Class Share - HISFX		9.74	%		8.70	%		19.87	%		8.61	%
Investor Class Share - HSFNX		9.34	%		8.34	%		19.43	%		8.22	%
Russell 2000^® Index Financials ⁽¹⁸⁾		10.87	%		13.89	%		15.74	%		9.10	%
Russell 2000^® Index ⁽¹⁾		10.76	%		15.21	%		11.56	%		9.77	%

Hennessy Total Return Fund	One Year			Three Years			Five Years			Ten Years
Investor Class Share - HDOGX		4.60	%		10.96	%		8.27	%		7.08	%
75/25 Blended DJIA/Treasury Index ⁽⁸⁾		9.87	%		15.97	%		10.65	%		10.79	%
Dow Jones Industrial Average ⁽⁹⁾		11.50	%		19.63	%		12.98	%		13.50	%

Hennessy Balanced Fund	One Year			Three Years			Five Years			Ten Years
Investor Class Share - HBFBX		3.17	%		7.37	%		5.52	%		4.97	%
50/50 Blended DJIA/Treasury Index ⁽¹⁰⁾		7.98	%		12.18	%		7.88	%		7.90	%
Dow Jones Industrial Average ⁽⁹⁾		11.50	%		19.63	%		12.98	%		13.50	%

Hennessy Japan Fund	One Year			Three Years			Five Years			Ten Years
Institutional Class Share - HJPIX		8.18	%		22.78	%		4.94	%		9.97	%
Investor Class Share - HJPNX		7.82	%		22.32	%		4.54	%		9.55	%
Russell/Nomura Total Market^TM Index ⁽¹⁴⁾		17.28	%		21.77	%		9.38	%		8.75	%
Tokyo Stock Price Index (TOPIX) ⁽¹⁵⁾		17.73	%		21.70	%		9.25	%		8.59	%

Hennessy Japan Small Cap Fund	One Year			Three Years			Five Years			Ten Years
Institutional Class Share - HJSIX**		28.34	%		21.10	%		8.60	%		10.51	%
Investor Class Share - HJPSX		27.90	%		20.66	%		8.17	%		10.12	%
Russell/Nomura Small Cap^TM Index ⁽¹⁶⁾		19.90	%		19.41	%		6.94	%		7.18	%
Tokyo Stock Price Index (TOPIX) ⁽¹⁵⁾		17.73	%		21.70	%		9.25	%		8.59	%

Hennessy Technology Fund*	One Year			Three Years			Five Years			Ten Years
Institutional Class Share - HTCIX**		21.56	%		27.07	%		14.80	%		14.64	%
Investor Class Share - HTECX		21.29	%		26.75	%		14.51	%		14.33	%
NASDAQ Composite Index ⁽¹⁹⁾		25.42	%		29.92	%		16.07	%		18.32	%
S&P 500^® Index ⁽²⁾		17.60	%		24.94	%		16.47	%		15.30	%

Hennessy Sustainable ETF*	One Year			Three Years			Five Years		Since Inception (3/15/21)
STNC - Net Asset Value		5.40	%		12.41	%		-		6.54	%
STNC - Market Price		5.30	%		12.33	%		-		6.52	%
S&P 500^® Index ⁽²⁾		17.60	%		24.94	%		-		13.84	%

*	Performance information from prior to the date that we acquired the assets related to the management of the fund is included because the previous investment manager managed the fund using a similar investment strategy.
**	Performance shown for periods prior to the inception of Institutional Class shares represents the performance of Investor Class shares of the fund and includes expenses that are not applicable to, and are higher than, those of Institutional Class shares.
(1)	The Russell 2000^® Index comprises the smallest 2,000 companies in the Russell 3000^® Index based on market capitalization, representing approximately 3% of the total market capitalization of the Russell 3000^® Index.

	Fiscal Years Ended September 30,
	2025			2024			2023
	(In thousands)
Beginning assets under management	$	4,642,363		$	3,032,042		$	2,895,717
Acquisition inflows		-			71,656			43,088
Organic inflows		1,356,091			1,554,303			598,119
Redemptions		(1,991,232	)		(1,005,191	)		(915,397	)
Market appreciation		237,546			989,553			410,515
Ending assets under management	$	4,244,768		$	4,642,363		$	3,032,042

Hennessy Fund	Investment Advisory Fee
(All Class Shares)	(as a % of fund assets)
Hennessy Cornerstone Growth Fund		0.74%
Hennessy Focus Fund		0.90%
Hennessy Cornerstone Mid Cap 30 Fund		0.74%
Hennessy Cornerstone Large Growth Fund		0.74%
Hennessy Cornerstone Value Fund		0.74%
Hennessy Total Return Fund		0.60%
Hennessy Equity and Income Fund		0.80%
Hennessy Balanced Fund		0.60%
Hennessy Energy Transition Fund		1.25%
Hennessy Midstream Fund		1.10%
Hennessy Gas Utility Fund		0.40%
Hennessy Japan Fund		0.80%
Hennessy Japan Small Cap Fund		0.80%
Hennessy Large Cap Financial Fund		0.90%
Hennessy Small Cap Financial Fund		0.90%
Hennessy Technology Fund		0.74%
Hennessy Sustainable ETF		0.95%

Hennessy Fund		Sub-Advisory Fee
(All Class Shares)	Sub-Advisor	(As a % of Fund Assets)
Hennessy Focus Fund	Broad Run Investment Management, LLC		0.29%
Hennessy Equity and Income Fund	FCI Advisors (fixed income allocation)		0.27%
	The London Company of Virginia, LLC (equity allocation)		0.33%
Hennessy Japan Fund	SPARX Asset Management Co., Ltd.	$0-$500 million:	0.35%
		Above $500 million-$1 billion:	0.40%
		Above $1 billion:	0.42%
Hennessy Japan Small Cap Fund	SPARX Asset Management Co., Ltd.	$0-$500 million:	0.35%
		Above $500 million-$1 billion:	0.40%
		Above $1 billion:	0.42%
Hennessy Sustainable ETF	Stance Capital, LLC (portfolio composition sub-advisor)	$0-$125 million:	0.40%
		Above $125-$250 million:	0.37%
		Above $250 million:	0.35%
	Vident Advisory, LLC* (trading sub-advisor)	$0-$250 million:	0.05%
		Above $250-$500 million:	0.05%
		Above $500 million:	0.04%

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs ⁽¹⁾
July 1-31, 2025		-	$	-		-		1,096,368
August 1-31, 2025		-		-		-		1,096,368
September 1-30, 2025 ⁽²⁾		41,442		11.08		-		1,096,368
Total		41,442	$	11.08		-		1,096,368

Fiscal Year Ended September 30, 2025
Fund Name	Amount
Hennessy Midstream Fund	$	3	million

Report of CBIZ CPAs P.C., Independent Registered Public Accounting Firm	40
Report of Marcum LLP, Independent Registered Public Accounting Firm	42
Balance Sheets	44
Statements of Income	45
Statements of Changes in Stockholders’ Equity	46
Statements of Cash Flows	47
Notes to Financial Statements	48

	*September 30,*
	*2025*		*2024*
Assets
Current assets
Cash and cash equivalents	$	72,431	$	63,922
Investments in marketable securities, at fair value		12		11
Investment advisory fee income receivable		2,767		2,964
Interest income receivable		225		250
Prepaid expenses		797		817
Other accounts receivable		283		312
Total current assets		76,515		68,276
Property and equipment, net of accumulated depreciation of $1,643 and $1,540, respectively		524		374
Operating lease right-of-use asset		676		1,014
Management contracts		82,562		82,252
Other assets		182		183
Total assets	$	160,459	$	152,099
Liabilities and Stockholders' Equity
Current liabilities
Accrued liabilities and accounts payable	$	4,864	$	4,441
Accrued payment related to management contract		123		-
Operating lease liability		365		332
Income taxes payable		661		181
Total current liabilities		6,013		4,954
Notes payable, net of issuance costs		39,807		39,477
Long-term operating lease liability		330		695
Net deferred income tax liability		16,573		15,662
Total liabilities		62,723		60,788
Commitments and contingencies (Note 10)
Stockholders' equity
Common stock, no par value, 22,500,000 shares authorized; 7,889,941 shares issued and outstanding as of September 30, 2025, and 7,778,335 as of September 30, 2024		23,478		22,592
Retained earnings		74,258		68,719
Total stockholders' equity		97,736		91,311
Total liabilities and stockholders' equity	$	160,459	$	152,099

	*Fiscal Years Ended September 30,*
	*2025*			*2024*
Revenue
Investment advisory fees	$	33,174		$	27,524
Shareholder service fees		2,364			2,122
Total revenue		35,538			29,646
Operating expenses
Compensation and benefits		10,625			9,064
General and administrative		6,301			6,484
Fund distribution and other		1,030			818
Sub-advisory fees		4,147			4,169
Depreciation		290			244
Total operating expenses		22,393			20,779
Net operating income		13,145			8,867
Interest income		(2,768	)		(3,112	)
Interest expense		2,293			2,275
Income before income tax expense		13,620			9,704
Income tax expense		3,660			2,607
Net income	$	9,960		$	7,097
Earnings per share
Basic	$	1.28		$	0.92
Diluted	$	1.27		$	0.92
Weighted average shares outstanding
Basic		7,787,924			7,680,706
Diluted		7,828,947			7,721,781
Cash dividends declared per share	$	0.55		$	0.55

	*Common Stock*						*Retained*			*Total Stockholders'*
	*Shares*			*Amount*			*Earnings*			*Equity*
Balance at September 30, 2023		7,671,099		$	21,800		$	65,952		$	87,752
Net income		-			-			7,097			7,097
Dividends paid		-			-			(4,222	)		(4,222	)
Employee and director restricted stock vested		133,744			-			-			-
Repurchase of vested employee restricted stock for tax withholding		(39,410	)		(295	)		(108	)		(403	)
Shares issued for auto-investments pursuant to the 2021 Dividend Reinvestment and Stock Purchase Plan		1,245			8			-			8
Shares issued for dividend reinvestment pursuant to the 2021 Dividend Reinvestment and Stock Purchase Plan		2,625			17			-			17
Shares issued for auto-investments pursuant to the 2024 Dividend Reinvestment and Stock Purchase Plan		2,243			19			-			19
Shares issued for dividend reinvestment pursuant to the 2024 Dividend Reinvestment and Stock Purchase Plan		6,789			53			-			53
Stock-based compensation		-			990			-			990
Balance at September 30, 2024		7,778,335		$	22,592		$	68,719		$	91,311
Net income		-			-			9,960			9,960
Dividends paid		-			-			(4,281	)		(4,281	)
Employee and director restricted stock vested		145,509			-			-			-
Repurchase of vested employee restricted stock for tax withholding		(41,443	)		(319	)		(140	)		(459	)
Shares issued for auto-investments pursuant to the 2024 Dividend Reinvestment and Stock Purchase Plan		676			7			-			7
Shares issued for dividend reinvestment pursuant to the 2024 Dividend Reinvestment and Stock Purchase Plan		6,864			77			-			77
Stock-based compensation		-			1,128			-			1,128
Employee restricted stock forfeiture		-			(7	)		-			(7	)
Balance at September 30, 2025		7,889,941		$	23,478		$	74,258		$	97,736

	*September 30, 2025*
	(In thousands, except years)
Unrecognized compensation expense related to RSUs	$	3,328
Weighted average remaining period to expense for RSUs (in years)		1.6

	*September 30, 2025*
	*Level 1*		*Level 2*		*Level 3*		*Total*
	(In thousands)
Money market fund deposits	$	66,739	$	-	$	-	$	66,739
Mutual fund investments		12		-		-		12
Total	$	66,751	$	-	$	-	$	66,751
Amounts included in
Cash and cash equivalents	$	66,739	$	-	$	-	$	66,739
Investments in marketable securities		12		-		-		12
Total	$	66,751	$	-	$	-	$	66,751

	*September 30, 2024*
	*Level 1*		*Level 2*		*Level 3*		*Total*
	(In thousands)
Money market fund deposits	$	60,946	$	-	$	-	$	60,946
Mutual fund investments		11		-		-		11
Total	$	60,957	$	-	$	-	$	60,957
Amounts included in
Cash and cash equivalents	$	60,946	$	-	$	-	$	60,946
Investments in marketable securities		11		-		-		11
Total	$	60,957	$	-	$	-	$	60,957

	*Cost*		*Gross Unrealized Gains*		*Gross Unrealized Losses*		*Total*
	(In thousands)
2025
Mutual fund investments	$	11	$	1	$	-	$	12
Total		11		1		-		12
2024
Mutual fund investments	$	10	$	1	$	-	$	11
Total		10		1		-		11

	*September 30, 2025*
	(In thousands)
Fiscal year 2026		395
Fiscal year 2027		338
Total undiscounted cash flows		733
Present value discount		(38	)
Total operating lease liabilities	$	695

	September 30, 2025
Plan Category	Number of Securities to Be Issued upon Exercise of Outstanding Options, Warrants, and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights		Numberof Securities Available for Future Issuance Under Equity Compensation Plans ⁽²⁾
Equity compensation plans approved by security holders ⁽¹⁾		395,365		-		3,510,000
Equity compensation plans not approved by security holders		-		-		-
Total		395,365		-		3,510,000

3.1	Amended and Restated Articles of Incorporation (9)
3.2	Sixth Amended and Restated Bylaws (19)
4.1	Description of Securities (15)
4.2	Indenture, dated as of October 20, 2021, by and between the Registrant and U.S. Bank National Association, as trustee (14)
4.3	First Supplemental Indenture, dated as of October 20, 2021, by and between the Registrant and U.S. Bank National Association, as trustee (14)
10.1	License Agreement, dated as of April 10, 2000, between the registrant and Netfolio, Inc. (2)
10.2	Investment Advisory Agreement, dated as of March 23, 2009, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Cornerstone Large Growth Fund) (3)
10.3	Investment Advisory Agreement, dated as of October 25, 2012, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Focus Fund, the Hennessy Equity and Income Fund, the Hennessy Gas Utility Fund, the Hennessy Large Cap Financial Fund, the Hennessy Small Cap Financial Fund, and the Hennessy Technology Fund) (4)
10.4	Investment Advisory Agreement, dated as of February 28, 2014, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Cornerstone Growth Fund, the Hennessy Cornerstone Mid Cap 30 Fund, the Hennessy Cornerstone Value Fund, the Hennessy Total Return Fund, the Hennessy Balanced Fund, the Hennessy Japan Fund, and the Hennessy Japan Small Cap Fund) (6)
10.5	First Amendment to Investment Advisory Agreement, dated as of March 1, 2016, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Cornerstone Growth Fund, the Hennessy Cornerstone Mid Cap 30 Fund, the Hennessy Cornerstone Value Fund, the Hennessy Total Return Fund, the Hennessy Balanced Fund, the Hennessy Japan Fund, and the Hennessy Japan Small Cap Fund) (8)
10.6	First Amendment to Investment Advisory Agreement, dated as of February 28, 2017, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Focus Fund, the Hennessy Equity and Income Fund, the Hennessy Gas Utility Fund, the Hennessy Large Cap Financial Fund, the Hennessy Small Cap Financial Fund, and the Hennessy Technology Fund) (16)
10.7	Amended and Restated Investment Advisory Agreement, dated as of February 28, 2022, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Energy Transition Fund and the Hennessy Midstream Fund) (16)
10.8	Investment Advisory Agreement, dated as of December 22, 2022, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Sustainable ETF) (16)
10.9	First Amendment to Investment Advisory Agreement, dated as of April 28, 2023, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Sustainable ETF) (16)
10.10	Second Amendment to Investment Advisory Agreement, dated as of May 12, 2025, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Sustainable ETF)
10.11	Sub-Advisory Agreement, dated as of October 25, 2012, between the registrant and Broad Run Investment Management, LLC (for the Hennessy Focus Fund) (4)
10.12	Sub-Advisory Agreement, dated as of October 25, 2012, between the registrant and The London Company of Virginia, LLC (for the Hennessy Equity and Income Fund (equity allocation)) (4)
10.13	Sub-Advisory Agreement, dated as of October 25, 2012, between the registrant and FCI Advisors (for the Hennessy Equity and Income Fund (fixed income allocation)) (4)
10.14	Sub-Advisory Agreement, dated as of February 28, 2014, between the registrant and SPARX Asset Management Co., Ltd. (for the Hennessy Japan Fund and the Hennessy Japan Small Cap Fund) (6)
10.15	First Amendment to Sub-Advisory Agreement, dated as of February 28, 2018, between the registrant and SPARX Asset Management Co., Ltd. (for the Hennessy Japan Fund and the Hennessy Japan Small Cap Fund) (12)
10.16	Sub-Advisory Agreement, dated as of December 22, 2022, between the registrant and Stance Capital, LLC (for the Hennessy Sustainable ETF (portfolio composition sub-advisor)) (16)

10.17	First Amendment to Sub-Advisory Agreement, dated as of April 28, 2023, between the registrant and Stance Capital, LLC (for the Hennessy Sustainable ETF (portfolio composition sub-advisor)) (16)
10.18	Second Amendment to Sub-Advisory Agreement, dated as of May 12, 2025, between the registrant and Stance Capital, LLC (for the Hennessy Sustainable ETF (portfolio composition sub-advisor))
10.19	Sub-Advisory Agreement, dated as of July 14, 2023, between the registrant and Vident Advisory, LLC (for the Hennessy Sustainable ETF (trading sub-advisor)) (16)
10.20	First Amendment to Sub-Advisory Agreement, dated as of May 12, 2025, between the registrant and Vident Advisory, LLC (for the Hennessy Sustainable ETF (trading sub-advisor))
10.21	Second Amended and Restated Servicing Agreement, dated as of February 28, 2022, between the registrant and Hennessy Funds Trust (on behalf of all Hennessy Mutual Funds) (16)
10.22	Hennessy Advisors, Inc. 2024 Omnibus Incentive Plan (1)(17)
10.23	Form of Restricted Stock Unit Award Agreement for Employees (1)(17)
10.24	Form of Restricted Stock Unit Award Agreement for Directors and Advisory Committee Members (1)(17)
10.25	Second Amended and Restated Bonus Agreement, dated as of January 26, 2018, between the registrant and Teresa M. Nilsen (1)(11)
10.26	Amended and Restated Bonus Agreement, dated as of October 10, 2016, between the registrant and Daniel B. Steadman (1)(8)
10.27	Employment Agreement, dated as of January 26, 2018, between the registrant and Teresa M. Nilsen (1)(11)
10.28	Fourth Amended and Restated Employment Agreement, dated as of February 22, 2019, between the registrant and Neil J. Hennessy (1)(13)
10.29	First Amendment to the Fourth Amended and Restated Employment Agreement, dated as of February 8, 2024, between the registrant and Neil J. Hennessy (1)(17)
10.30	First Amendment to Employment Agreement, dated as of February 8, 2024, between the registrant and Teresa M. Nilsen (1)(17)
10.31	Second Amendment to the Fourth Amended and Restated Employment Agreement, dated as of September 20, 2024, between the registrant and Neil J. Hennessy (1)(20)
10.32	Second Amendment to Employment Agreement, dated as of September 20, 2024, between the registrant and Teresa M. Nilsen (1)(20)
16.1	Letter from Marcum LLP dated December 16, 2024 (21)
19	Code of Ethics (which includes the Company’s Insider Trading Policy) (22)
23.1	Consent of CBIZ CPAs P.C., Independent Registered Public Accounting Firm
23.2	Consent of Marcum LLP, Independent Registered Public Accounting Firm
31.1	Rule 13a‑14a Certification of the Principal Executive Officer
31.2	Rule 13a‑14a Certification of the Principal Financial Officer
32.1	Written Statement of the Principal Executive Officer, Pursuant to 18 U.S.C. § 1350
32.2	Written Statement of the Principal Financial Officer, Pursuant to 18 U.S.C. § 1350
97	Hennessy Advisors, Inc. Compensation Recovery Policy (1)(16)
101	The following materials from the Annual Report on Form 10-K of the registrant for the year ended September 30, 2025, filed on December 3, 2025, formatted in Inline XBRL: (i) the Balance Sheets; (ii) the Statements of Income and Comprehensive Income; (iii) the Statements of Changes in Stockholders’ Equity; (iv) the Statements of Cash Flows; (v) the Notes to Financial Statements; (vi) the information in Part I, Item 1C Cybersecurity; and (vii) the information in Part II, Item 9B Other Information.
104	The Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).