Item 9A. Controls and Procedures
ITEM 9A.
CONTROLS AND PROCEDURES
MANAGEMENT ’ S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a‑15(f) of the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2025, using the criteria set forth in 2013 Internal Control — Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management concluded that, as of September 30, 2025, the Company’s internal control over financial reporting was effective based on those criteria.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) of the Exchange Act, as of the end of the period covered by this report. Based on such evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures as of September 30, 2025, were effective to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and (ii) accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
CHANGES IN INTERNAL CONTROLS
There have been no changes in internal control over financial reporting as defined in Rules 13a-15(f) of the Exchange Act that occurred during the fiscal quarter ended September 30, 2025, and that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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ITEM 9B. OTHER INFORMATION
(c) Rule 10b5 - 1 Trading Plans
During the three months ended September 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5 - 1 trading arrangement,” or “non-Rule 10b5 - 1 trading arrangement,” as each term is defined in Item 408 (a) of Regulation S-K.
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
The information required by this item can be found in our Proxy Statement for our 2026 Annual Meeting (“Proxy Statement”) under the captions “Election of Directors,” “Corporate Governance,” “Delinquent Section 16 (A) Reports,” and “Executive Officers.” Such information is incorporated by reference as if fully set forth in this report.
CODE OF ETHICS
We have adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, executive vice presidents, directors, and all employees. The code has been designed in accordance with the Sarbanes-Oxley Act of 2002 to promote honest and ethical conduct. The code also applies to Hennessy Funds Trust. The Code of Ethics is posted on our website at www.hennessyadvisors.com. In the event we amend or waive any of the provisions of the Code of Ethics, we intend to disclose these actions on our website. We are not including the information contained on our website as part of, or incorporating it by reference into, this report.
Any person may obtain a copy of the Code of Ethics, at no cost, by forwarding a written request to:
Hennessy Advisors, Inc.
7250 Redwood Blvd., Suite 200
Novato, CA 94945
Attention: Teresa Nilsen
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ITEM 11. EXECUTIVE COMPENSATION
The information required by this item can be found in the Proxy Statement under the captions “Director Compensation,” “Compensation Discussion and Analysis,” and “Executive Compensation.” Such information is incorporated by reference as if fully set forth in this report.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item can be found in the Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management.” Such information is incorporated by reference as if fully set forth in this report.
EQUITY COMPENSATION PLAN INFORMATION
Our Omnibus Plan, which was approved by our shareholders, is the only equity compensation plan under which we may issue our common stock.
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
Number of 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
(1)
Securities to be issued pursuant to outstanding RSUs that vest over four years at a rate of 25% per year, for which the weighted average exercise price is zero.
(2)
Excludes securities to be issued upon the vesting of outstanding RSUs. The maximum number of shares of common stock that may be issued under the Omnibus Plan is 3,835,000 shares.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item can be found in the Proxy Statement under the caption “Corporate Governance.” Such information is incorporated by reference as if fully set forth in this report.
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item can be found in the Proxy Statement under the caption “Ratification of Selection of Independent Registered Public Accounting Firm.” Such information is incorporated by reference as if fully set forth in this report.
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PART IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The financial statements and financial statement schedules for Hennessy Advisors, Inc. are included in Item 8, “Financial Statements and Supplementary Data.”
Exhibit Index
Set forth below is a list of all exhibits to this Annual Report on Form 10‑K, including those incorporated by reference.
Exhibits
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)
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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).
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Notes:
(1)
Management contract or compensatory plan or arrangement.
(2)
Incorporated by reference from the Company’s Form SB-2 registration statement (SEC File No. 333‑66970) filed August 6, 2001.
(3)
Incorporated by reference from the Company’s Form 10-K for the fiscal year ended September 30, 2009 (SEC File No. 000-49872), filed December 4, 2009.
(4)
Incorporated by reference from the Company’s Form 10-Q for the quarter ended December 31, 2012 (SEC File No. 000-49872), filed January 17, 2013.
(5)
Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 000-49872) filed September 18, 2013.
(6)
Incorporated by reference from the Company’s Form 10-Q for the quarter ended June 30, 2014 (SEC File No. 001-36423), filed August 6, 2014.
(7)
Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 001-36423) filed October 13, 2016.
(8)
Incorporated by reference from the Company’s Form 10-K for the fiscal year ended September 30, 2016 (SEC File No. 001-36423), filed December 1, 2016.
(9)
Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 001-36423) filed March 7, 2017.
(10)
Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 001-36423) filed May 11, 2017.
(11)
Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 001-36423) filed January 25, 2018.
(12)
Incorporated by reference from the Company’s Form 10-Q for the quarter ended March 31, 2018 (SEC File No. 001-36423), filed May 2, 2018.
(13)
Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 001-36423) filed February 25, 2019.
(14)
Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 001-36423), filed October 20, 2021.
(15)
Incorporated by reference from the Company’s Form 10-K for the fiscal year ended September 30, 2021 (SEC File No. 001-36423), filed November 24, 2021.
(16)
Incorporated by reference from the Company’s Form 10-K for the fiscal year ended September 30, 2023 (SEC File No. 001-36423), filed December 7, 2023.
(17)
Incorporated by reference from the Company’s Form 10-Q for the quarter ended December 31, 2023 (SEC File No. 001-36423), filed February 8, 2024.
(18)
Incorporated by reference to Annex A to the Company’s definitive proxy statement on Schedule 14A for the Company’s Annual Meeting of Shareholders held on February 8, 2024.
(19)
Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 001-36423) filed May 8, 2024.
(20)
Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 001-36423) filed September 20, 2024.
(21)
Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 001-36423) filed December 16, 2024.
(22)
Incorporated by reference from the Company’s Form 10-K for the fiscal year ended September 30, 2024 (SEC File No. 001‑36423), filed December 11, 2024.
ITEM 16.
FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:
Hennessy Advisors, Inc.
(Registrant)
Date: December 3, 2025
By:
/s/ Teresa M. Nilsen
Teresa M. Nilsen
President, Chief Operating Officer, and Secretary
(As a duly authorized officer on behalf of the registrant and as Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
By:
/s/ Kathryn R. Fahy
Date: December 3, 2025
Kathryn R. Fahy
Chief Financial Officer and Senior Vice President
(Principal Financial and Accounting Officer)
By:
/s/ Neil J. Hennessy
Date: December 3, 2025
Neil J. Hennessy
Chief Executive Officer and Chairman of the Board of Directors
By:
/s/ Henry Hansel
Date: December 3, 2025
Henry Hansel
Director
By:
/s/ Brian A. Hennessy
Date: December 3, 2025
Brian A. Hennessy
Director
By:
/s/ Lydia Knight-O’Riordan
Date: December 3, 2025
Lydia Knight-O’Riordan
Director
By:
/s/ Kiera Newton
Date: December 3, 2025
Kiera Newton
Director
By:
/s/ Susan W. Pomilia
Date: December 3, 2025
Susan W. Pomilia
Director
By:
/s/ Thomas L. Seavey
Date: December 3, 2025
Thomas L. Seavey
Director
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