hnna20260204c_8k.htm
false 0001145255 0001145255 2026-02-05 2026-02-05 0001145255 hnna:CommonStockCustomMember 2026-02-05 2026-02-05 0001145255 hnna:NotesDue20264875CustomMember 2026-02-05 2026-02-05
 


 
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):          February 5, 2026
 
HENNESSY ADVISORS, INC.
 
(Exact name of registrant as specified in its charter)
 
California
001-36423
68-0176227
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
 
7250 Redwood Blvd., Suite 200
              Novato, California
94945
(Address of principal executive offices)
(Zip code)
 
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:
 
Title of each class
Trading symbol
Name of each exchange on which registered
Common stock, no par value
HNNA
The Nasdaq Stock Market LLC
4.875% Notes due 2026
HNNAZ
The Nasdaq Stock Market LLC
 
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. ☐
 


 
1

 
Item 2.02.         Results of Operations and Financial Condition
 
On February 5, 2026, Hennessy Advisors, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended December 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 February 5, 2026, the Company issued a press release announcing that it had declared a cash dividend of $0.15 per share on its common stock. The cash dividend is payable March 4, 2026, to shareholders of record at the close of business on February 18, 2026. 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
 
Exhibit
Description
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
2
 
 
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.
 
HENNESSY ADVISORS, INC.
       
February 5, 2026
By:
/s/ Teresa M. Nilsen
Teresa M. Nilsen
President
 
 
 
3

Exhibit 99.1

 

logosmall.jpg

 

Media Contacts:  
Teresa Nilsen
Hennessy Advisors, Inc.
[email protected]; 800-966-4354
Hibre Teklemariam
SunStar Strategic
[email protected]; 703-894-1057

 

 

FOR IMMEDIATE RELEASE

 

Hennessy Advisors, Inc. Reports Quarterly Earnings

Firm Announces 15th Dividend Increase

 

 

 

February 5, 2026, Novato, CA - Hennessy Advisors, Inc. (Nasdaq:HNNA) today announced financial results for its first fiscal quarter of 2026, which ended December 31, 2025. The Board of Directors also declared a quarterly dividend of $0.15 per share, a 9% increase, which will be paid on March 4, 2026, to shareholders of record as of February 18, 2026. This represents an annualized dividend yield of 5.9%, based on a closing price of $10.15 on February 4, 2026.

 

“The sentiment I continue to hear is that 2025 was a ‘surprisingly strong’ year for the U.S. stock market. I would argue the strength of the market speaks for itself and reflects solid underlying economic fundamentals,” said Neil Hennessy, Chairman and CEO. “The natural question is what comes next. While concerns remain around inflation, global trade tensions, and interest rates, I continue to believe in the resilience of the U.S. economy. Headlines may create volatility, but I am confident that a soft landing in 2026 remains a reasonable expectation, supported by projected GDP growth, improving earnings, and continued economic expansion.”

 

“Here at Hennessy, we manage our products with a steady hand and a long-term perspective,” he added. “We appreciate the continued trust of our shareholders and remain focused on disciplined execution and persistence in the year ahead.”

 

“Despite lower assets and earnings compared to the prior year, our balance sheet continues to strengthen,” stated Teresa Nilsen, President and COO. “Cash net of debt has increased nearly 30% over the past twelve months.”

 

“Our strong cash position is allowing us to make the strategic decision to increase our quarterly dividend to $0.15 per share,” Nilsen added. “This marks our 15th dividend increase and reflects our commitment to returning capital to shareholders, while maintaining the financial strength and operational efficiency needed to act decisively when the right opportunities arise.”

 

Summary Highlights (compared to the prior comparable quarter ended December 31, 2024):

 

Total revenue: $8.3 million (down 14%)

 

Net income: $1.9 million (down 32%)

 

Fully diluted earnings per share: $0.24 (down 33%)

 

Average assets under management, upon which revenue is earned: $4.2 billion (down 14%)

 

Total assets under management: $4.1 billion (down 14%)

 

Cash and cash equivalents, net of gross debt: $31.7 million (up 28%)

 

   

Three Months Ended Dec 31,

   

Change

 
   

2025

   

2024

   

Amount

   

Percent

 

Total Revenue

  $ 8,320,250     $ 9,707,818     $ (1,387,568 )     -14.3 %

Net Income

    1,929,774       2,834,223       (904,449 )     -31.9 %

Earnings Per Share (Diluted)

    0.24       0.36       (0.12 )     -33.3 %

Weighted Average Number of Shares Outstanding (Diluted)

    7,965,547       7,862,881       102,666       1.3 %

Average Assets Under Management

    4,170,760,003       4,824,051,149       (653,291,146 )     -13.5 %
                                 
   

As of Dec 31,

                 
   

2025

   

2024

                 

Total Assets Under Management

  $ 4,094,154,888     $ 4,778,981,545     $ (684,826,657 )     -14.3 %

Cash and Cash Equivalents, Net of Gross Debt Balance

    31,717,349       24,728,893       6,988,456       28.3 %

 

 

 

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.