8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 3, 2025

HENNESSY ADVISORS, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number including area code:

(415) 899-1555

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a‑12)

☐         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company          ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.         Results of Operations and Financial Condition

On December 3, 2025, Hennessy Advisors, Inc. issued a press release announcing its financial results for the fiscal year ended September 30, 2025. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8‑K and is incorporated by reference herein.

Item 9.01.         Financial Statements and Exhibits

The exhibit listed in the exhibit index below is furnished under Item 2.02 of this Current Report on Form 8-K.

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ex_894671.htm

Exhibit 99.1

FOR IMMEDIATE RELEASE

Hennessy Advisors, Inc. Reports Strong Fiscal 2025 Results

with 38% Increase in Annual Earnings Per Share

December 3, 2025, Novato, CA - Hennessy Advisors, Inc. (Nasdaq: HNNA) today reported results for the fiscal year ended September 30, 2025.

“As 2025 draws to a close, I have the utmost confidence in the strength of the economy and the U.S. stock market,” said Neil Hennessy, Chairman and CEO. “In the one-year period ended September 30, 2025, the Dow Jones Industrial Average gained 11.50% and the S&P 500® Index rose 17.60% (on a total return basis). Those results, in my view, reflect a resilient economy and a steady consumer that are together poised to drive growth as we approach the holiday season.”

“The market will always have its skeptics, but I’ll never bet against our economy or our country. There’s uncertainty, of course. However, I believe the market fundamentals are sound: steady consumer spending, solid corporate earnings, and moderate inflation. As the Federal Reserve eases monetary policy in coming months, I expect lower interest rates to further support investors, consumers, and businesses alike,” he added.

“I’m also proud of our Funds’ historical performance. Every one of our 17 Hennessy Funds posted positive returns in the one- and three-year periods ended September 30, 2025. Among our 16 Funds with more than 10 years of operating history, all delivered positive results for both the 5-year and 10-year periods ended September 30, 2025,” stated Neil Hennessy.

“While total assets under management declined from prior year, we are entering fiscal year 2026 from a strong position – nearly $4.3 billion in assets under management, more than $72 million in cash, and a pending deal in process to expand our ETF lineup,” said Teresa Nilsen, President and COO.

“Our higher average assets this year helped fuel a 40% increase in net income and boosted our cash position by over $8.5 million. These results reflect both the strength of our operating model and the discipline of our team,” she added. “Looking ahead, our focus remains on growth and stability. We remain committed to maintaining our quarterly dividend, and we’ll continue to seek opportunities—organically and through acquisition—that align with our values and create long-term value for our shareholders.

Summary Highlights for the Fiscal Year (compared to fiscal year 2024):

About Hennessy Advisors, Inc.

Hennessy Advisors, Inc. is a publicly traded investment manager offering a broad range of domestic equity, multi-asset, and sector and specialty funds. Hennessy Advisors, Inc. is committed to providing superior service to shareholders and employing a consistent and disciplined approach to investing based on a buy‑and‑hold philosophy that rejects the idea of market timing.

Supplemental Information

Nothing in this press release shall be considered a solicitation to buy or an offer to sell a security to any person in any jurisdiction where such offer, solicitation, purchase, or sale would be unlawful under the securities laws of such jurisdiction.

Forward-Looking Statements

This press release contains “forward-looking statements” for which Hennessy Advisors, Inc. claims the protection of the safe harbor contained in the Private Securities Litigation Reform Act of 1995. Forward‑looking statements relate to expectations and projections about future events based on currently available information. Forward‑looking statements are not a guarantee of future performance or results and are not necessarily accurate indications of the times at which, or means by which, such performance or results may be achieved. Forward‑looking statements are subject to risks, uncertainties, and assumptions, including those described in the sections entitled “Risk Factors” and elsewhere in the reports that Hennessy Advisors, Inc. files with the Securities and Exchange Commission. Unforeseen developments could cause actual performance or results to differ substantially from those expressed in, or suggested by, the forward‑looking statements. Hennessy Advisors, Inc. management does not assume responsibility for the accuracy or completeness of the forward-looking statements and undertakes no responsibility to update any such statement after the date of this press release to conform to actual results or to changes in expectations.