What changed in this filing

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Item 1. Business

2025-12-03 compared with 2024-12-11 · 39 added, 30 removed, 563 unchanged (11% of the section changed)

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Our goal is to provide products that investors can have confidence in, knowing their money is invested as promised and with their best interests in mind.

Our firm was founded on these principles 35 years ago, and the same principles guide us today.

Our firm was founded on these principles over 35 years ago, and the same principles guide us today.

We earn revenues primarily by providing investment advisory services to the Hennessy Funds and secondarily by providing shareholder services to investors in the Hennessy Mutual Funds.

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In conjunction with the completion of the transaction, SPARX Asset Management Co., Ltd.

became the sub‑advisor to both funds.

continued as the sub‑advisor to both funds.

The amount of the purchased assets as of the closing date totaled approximately $74 million.

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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 Stance ESG ETF.

In connection with the transaction, Stance Capital, LLC (“Stance Capital”) and Vident Investment Advisory, LLC (“VIA”) became sub‑advisors to the fund.

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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 Stance ESG ETF.

The amount of the purchased assets as of the closing date totaled approximately $12 million.

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 Stance ESG ETF.

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.

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.”)

PRODUCT INFORMATION

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Hennessy Technology Fund

Hennessy Stance ESG ETF

Hennessy Sustainable ETF

Domestic Equity Funds

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Institutional Class symbol HEIIX).

The Hennessy Equity and Income Fund seeks income and long-term capital appreciation with reduced volatility of returns by investing up to 70% of its assets in common stock, preferred stock, and equity‑like instruments and its remaining assets in asset‑backed and mortgage‑backed securities and debt instruments, including high‑yield bonds.

The Hennessy Equity and Income Fund seeks long-term capital growth and current income.

The portfolio managers' approach places a focus on seeking downside protection.

Under normal circumstances, the fund will invest up to 70% of its assets in equity securities and its remaining assets in fixed income securities.

Hennessy Balanced Fund (Investor Class symbol HBFBX).

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The Hennessy Large Cap Financial Fund seeks capital appreciation by investing in securities of large‑cap companies principally engaged in the business of providing financial services, including information technology companies that are primarily engaged in providing products or services to financial services companies.

When evaluating securities to purchase in the banking industry, the portfolio managers generally select companies that have low price-to-earnings ratios and low price-to-book ratios relative to peers.

Hennessy Small Cap Financial Fund (Investor Class symbol HSFNX;

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The Hennessy Small Cap Financial Fund seeks capital appreciation by investing in securities of small‑cap companies principally engaged in the business of providing financial services.

When evaluating securities to purchase, the portfolio managers generally look for companies that have low price-to-earnings ratios and low price-to-book ratios relative to other financial services companies.

Hennessy Technology Fund (Investor Class symbol HTECX;

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From the investable common stocks of public companies in the S&P Capital IQ Database with market capitalizations exceeding $175 million, this fund invests in approximately 60 stocks (weighted equally by dollar amount) that the portfolio managers believe demonstrate sector‑leading cash flows and profits, a history of delivering returns in excess of cost of capital, attractive relative valuations, ability to generate cash, attractive balance sheet risk profiles, and prospects for sustainable profitability.

Hennessy Stance ESG ETF (NYSE:

The Hennessy Stance ESG ETF seeks long‑term growth of capital by combining environmental, social, and governance (“ESG”) and machine learning/artificial intelligence (“ML/AI”) in an ETF structure.

The portfolio managers seek exposure to companies that score well on ESG metrics and that the portfolio managers believe will outperform based on ML/AI models.

Hennessy Sustainable ETF (Nasdaq:

The Hennessy Sustainable ETF seeks long‑term capital appreciation by combining sustainability metrics and machine learning/artificial intelligence (“ML/AI”) in a tax-efficient ETF structure.

The portfolio managers seek exposure to companies that score well on sustainability metrics and that the portfolio managers believe will outperform based on ML/AI models.

The fund leverages optimization in an attempt to reduce portfolio level tail risk and mitigate downside losses.

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S&P 500 ® Index (2)

Hennessy Stance ESG ETF*

Hennessy Sustainable ETF*

Since Inception (3/15/21)

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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.

The Russell 2000 ® Index comprises the smallest 2,000 companies in the Russell 3000 ® Index based on market capitalization and current index membership, representing approximately 7% of the total market capitalization of the Russell 3000 ® Index.

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.

The S&P 500 ® Index is a capitalization‑weighted index that is designed to represent the broad domestic economy through changes in the aggregate market value of 500 stocks across all major industries.

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equities market.

The Russell Midcap ® Growth Index comprises those companies in the Russell Midcap ® Index with relatively higher price‑to‑book ratio, higher forecasted growth values, and higher sales per share historical growth, representing approximately 45% of the total market capitalization of the Russell Midcap ® Index.

The Russell Midcap ® Index comprises approximately 800 of the smallest securities in the Russell 1000 ® Index, representing approximately 27% of the total market capitalization of the Russell 1000 ® Index.

The Russell 1000 ® Index comprises the 1,000 largest companies in the Russell 3000 ® Index based on market capitalization and current index membership, representing approximately 93% of the total market capitalization of the Russell 3000 ® Index.

The Russell 1000 ® Index comprises the 1,000 largest companies in the Russell 3000 ® Index based on market capitalization, representing approximately 98% of the total market capitalization of the Russell 3000 ® Index.

The Russell 1000 ® Value Index comprises those companies in the Russell 1000 ® Index with relatively lower price‑to‑book ratios, lower forecasted growth value, and lower sales per share historical growth, representing approximately 23% of the total market capitalization of the Russell 1000 ® Index.

The 75/25 Blended DJIA/Treasury Index consists of 75% common stocks represented by the Dow Jones Industrial Average and 25% short-duration Treasury securities represented by the ICE BofAML U.S.

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stock exchange.

The Russell/Nomura Total Market™ Index represents approximately 98% of the investable Japan equity market.

The Russell/Nomura Total Market™ Index comprises the top 98% of stocks listed on Japanese stock exchanges based on market capitalization.

The Tokyo Stock Price Index (TOPIX) is a capitalization-weighted index of all of the companies listed on the First Section of the Tokyo Stock Exchange.

The Russell/Nomura Small Cap™ Index comprises the bottom 15% of the Russell/Nomura Total Market™ Index based on market capitalization.

The Russell/Nomura Small Cap™ Index comprises the bottom 15% of stocks in the Russell/Nomura Total Market™ Index based on market capitalization.

The Russell 1000 ® Index Financials is a subset of the Russell 1000 ® Index that measures the performance of securities classified in the Financials sector of the large‑cap U.S.

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Organic inflows

Market appreciation (depreciation)

Market appreciation

Ending assets under management

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monitoring and overseeing the accessibility of the fund on financial institution platforms;

paying the incentive compensation of the fund’s compliance officers and employing other staff such as legal, marketing, national accounts, distribution, sales, administrative, and trading oversight personnel, as well as management executives;

paying the incentive compensation of the fund’s compliance officer and employing other staff such as legal, marketing, national accounts, distribution, sales, administrative, and trading oversight personnel, as well as management executives;

providing a quarterly compliance certification to the Funds’ Board of Trustees;

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Hennessy Technology Fund

Hennessy Stance ESG ETF

We waive a portion of our fees with respect to the Hennessy Midstream Fund, the Hennessy Technology Fund, and the Hennessy Stance ESG ETF to comply with contractual expense ratio limitations.

Hennessy Sustainable ETF

We waive a portion of our fees with respect to the Hennessy Midstream Fund, the Hennessy Technology Fund, and the Hennessy Sustainable ETF to comply with contractual expense ratio limitations.

The fee waivers are calculated daily by the Hennessy Funds’ accountants at U.S.

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The provision of sub‑advisory services must be in accordance with the applicable Hennessy Fund’s sub‑advisory agreement, Prospectus, and Statement of Additional Information.

The services that each sub‑advisor provides to the applicable Hennessy Fund pursuant to the terms of the sub‑advisory agreement include, among other things, the following (except these responsibilities are divided between Stance Capital and Vident Advisory for the Hennessy Stance ESG ETF):

acting as portfolio manager for the fund, which includes managing the composition of the fund’s portfolio (including the purchase, retention, and disposition of portfolio securities in accordance with the fund’s investment objectives, policies, and restrictions), seeking best execution for the fund’s portfolio, managing the use of soft dollars for the fund, and managing proxy voting for the fund;

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Above $1 billion:

Hennessy Stance ESG ETF

Hennessy Sustainable ETF

Stance Capital, LLC (portfolio composition sub-advisor)

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Even with the exemptive order from the SEC, we cannot implement the manager of managers structure on behalf of a particular Hennessy Fund until the shareholders of such Hennessy Fund approve its implementation.

We obtained shareholder approval for the Hennessy Stance ESG ETF in 2023 to operate under a manager of managers structure and are evaluating the timing and process for obtaining shareholder approval for the Hennessy Mutual Funds that have a sub‑advisor.

With respect to the Hennessy Stance ESG ETF, our sub‑advisory agreement with VIA, one of the sub‑advisors for the fund, terminated automatically on July 14, 2023, in connection with an acquisition transaction that resulted in a change of control of VIA.

We obtained shareholder approval for the Hennessy Sustainable ETF in 2023 to operate under a manager of managers structure and are evaluating the timing and process for obtaining shareholder approval for the Hennessy Mutual Funds that have a sub‑advisor.

With respect to the Hennessy Sustainable ETF, our sub‑advisory agreement with VIA, one of the sub‑advisors for the fund, terminated automatically on July 14, 2023, in connection with an acquisition transaction that resulted in a change of control of VIA.

As a result of the transaction, VIA ceased to exist and Vident Advisory became the sole Vident enterprise carrying out Vident’s business and operations.

On the same date, we entered into a new sub‑advisory agreement with Vident Advisory pursuant to which Vident Advisory now provides sub‑advisory services to the Hennessy Stance ESG ETF.

The new sub‑advisory agreement was approved by the Hennessy Funds’ Board of Trustees and by vote of the shareholders of the Hennessy Stance ESG ETF.

At the same meeting, the shareholders of the Hennessy Stance ESG ETF also approved the implementation of the manager of managers structure for the fund.

On the same date, we entered into a new sub‑advisory agreement with Vident Advisory pursuant to which Vident Advisory now provides sub‑advisory services to the Hennessy Sustainable ETF.

The new sub‑advisory agreement was approved by the Hennessy Funds’ Board of Trustees and by vote of the shareholders of the Hennessy Sustainable ETF.

At the same meeting, the shareholders of the Hennessy Sustainable ETF also approved the implementation of the manager of managers structure for the fund.

Shareholder Servicing Agreements and Fees

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Investors may purchase shares of the Hennessy Funds through financial institutions, including fund supermarkets, national wirehouses and broker‑dealers, independent and regional broker-dealers, and registered investment advisors.

Fund supermarkets, such as Schwab, Fidelity, TD Ameritrade, and Pershing, generally offer funds of many different investment companies to investors in exchange for a services fee paid by the applicable fund or that fund’s investment advisor.

Fund supermarkets, such as Schwab, Fidelity, Ameriprise, and Pershing, generally offer funds of many different investment companies to investors in exchange for a services fee paid by the applicable fund or that fund’s investment advisor.

The ability to purchase various funds in a single location is very attractive to investors, and the majority of our assets under management as of the end of fiscal year 2025 was held at fund supermarkets.

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REGULATORY ENVIRONMENT

We are subject to an increasing number of extensive and complex federal and state laws and regulations intended to protect investors in funds and investors of registered investment advisors.

We are subject to extensive and complex federal and state laws and regulations intended to protect investors in funds and investors of registered investment advisors.

We believe we are in compliance in all material respects with all applicable laws and regulations.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business