8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):          May 7, 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:

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

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Item 2.02.         Results of Operations and Financial Condition

On May 7, 2025, Hennessy Advisors, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended March 31, 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 7.01.         Regulation FD Disclosure

On May 7, 2025, the Company issued a press release announcing that it had declared a cash dividend of $0.1375 per share on its common stock. The cash dividend is payable June 4, 2025, to shareholders of record at the close of business on May 20, 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

EXHIBIT INDEX

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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.

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ex_813354.htm

Exhibit 99.1

FOR IMMEDIATE RELEASE

Hennessy Advisors, Inc. Reports 65% Increase in Quarterly

Earnings Per Share and Announces Quarterly Dividend

May 7, 2025, Novato, CA - Hennessy Advisors, Inc. (Nasdaq:HNNA) reported results for its second fiscal quarter of 2025, which ended March 31, 2025. The firm also announced a quarterly dividend of $0.1375 per share to be paid on June 4, 2025, to shareholders of record as of May 20, 2025, which represents an annualized dividend yield of 5.2%.*

“The first quarter of 2025 was marked by heightened volatility, fueled by headline-grabbing developments, most notably the announcement of sweeping new tariffs that triggered sharp selloffs across both equity and bond markets,” said Neil Hennessy, Chairman and CEO. “Ongoing uncertainty surrounding potential tax changes, inflation, interest rate policy, and government spending cuts has only added to investor unease. With so much happening so quickly—and with little immediate clarity—it’s understandable that many investors are feeling overwhelmed. Having witnessed many turbulent markets over my 45-year career, I believe it’s essential to look past the short-term noise. Markets should eventually stabilize as new realities are absorbed and understood. We feel our responsibility is to stay grounded in the fundamentals. And today, those fundamentals appear to remain solid: consumers are still spending, corporations are well capitalized, and interest rates have remained relatively stable.”

“Our commitment to long-term investing has never wavered. We are confident in our ability to navigate in the current environment, and we believe that a disciplined, forward-looking approach will continue to deliver solid long-term results for our company, employees, and shareholders. In times like these, patience, focus, and perspective are the most valuable tools we have,” he added.

“This quarter, we were also proud to announce the signing of a definitive agreement with STF Management, LP to expand our ETF offerings,” added Teresa Nilsen, President and COO. “This strategic step reflects our continued commitment to growth and is a strong example of how we are deploying our cash position in meaningful ways. At the same time, we remain focused on delivering value to our shareholders—through our strong profitability, cash flow growth, and dividends—as demonstrated in our financial results for the quarter ended March 31, 2025.”

Summary Highlights (compared to the prior comparable quarter ended March 31, 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.