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Midas Edge

HENNESSY ADVISORS INC

For the period ended Sep 30, 2025. Filed Dec 3, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Dec 3, 2025

HNNA$10.20-1.5%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 15. Exhibits and Financial Statement Schedules

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

3.1Amended and Restated Articles of Incorporation (9)
3.2Sixth Amended and Restated Bylaws (19)
4.1Description of Securities (15)
4.2Indenture, dated as of October 20, 2021, by and between the Registrant and U.S. Bank National Association, as trustee (14)
4.3First Supplemental Indenture, dated as of October 20, 2021, by and between the Registrant and U.S. Bank National Association, as trustee (14)
10.1License Agreement, dated as of April 10, 2000, between the registrant and Netfolio, Inc. (2)
10.2Investment 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)
10.3Investment 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)
10.4Investment 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)
10.5First 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)
10.6First 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)
10.7Amended 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)
10.8Investment Advisory Agreement, dated as of December 22, 2022, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Sustainable ETF) (16)
10.9First 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)
10.10Second 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)
10.11Sub-Advisory Agreement, dated as of October 25, 2012, between the registrant and Broad Run Investment Management, LLC (for the Hennessy Focus Fund) (4)
10.12Sub-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)
10.13Sub-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)
10.14Sub-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)
10.15First 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)
10.16Sub-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)
10.17First 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)
10.18Second 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))
10.19Sub-Advisory Agreement, dated as of July 14, 2023, between the registrant and Vident Advisory, LLC (for the Hennessy Sustainable ETF (trading sub-advisor)) (16)
10.20First 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))
10.21Second 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)
10.22Hennessy Advisors, Inc. 2024 Omnibus Incentive Plan (1)(17)
10.23Form of Restricted Stock Unit Award Agreement for Employees (1)(17)
10.24Form of Restricted Stock Unit Award Agreement for Directors and Advisory Committee Members (1)(17)
10.25Second Amended and Restated Bonus Agreement, dated as of January 26, 2018, between the registrant and Teresa M. Nilsen (1)(11)
10.26Amended and Restated Bonus Agreement, dated as of October 10, 2016, between the registrant and Daniel B. Steadman (1)(8)
10.27Employment Agreement, dated as of January 26, 2018, between the registrant and Teresa M. Nilsen (1)(11)
10.28Fourth Amended and Restated Employment Agreement, dated as of February 22, 2019, between the registrant and Neil J. Hennessy (1)(13)
10.29First Amendment to the Fourth Amended and Restated Employment Agreement, dated as of February 8, 2024, between the registrant and Neil J. Hennessy (1)(17)
10.30First Amendment to Employment Agreement, dated as of February 8, 2024, between the registrant and Teresa M. Nilsen (1)(17)
10.31Second Amendment to the Fourth Amended and Restated Employment Agreement, dated as of September 20, 2024, between the registrant and Neil J. Hennessy (1)(20)
10.32Second Amendment to Employment Agreement, dated as of September 20, 2024, between the registrant and Teresa M. Nilsen (1)(20)
16.1Letter from Marcum LLP dated December 16, 2024 (21)
19Code of Ethics (which includes the Company’s Insider Trading Policy) (22)
23.1Consent of CBIZ CPAs P.C., Independent Registered Public Accounting Firm
23.2Consent of Marcum LLP, Independent Registered Public Accounting Firm
31.1Rule 13a‑14a Certification of the Principal Executive Officer
31.2Rule 13a‑14a Certification of the Principal Financial Officer
32.1Written Statement of the Principal Executive Officer, Pursuant to 18 U.S.C. § 1350
32.2Written Statement of the Principal Financial Officer, Pursuant to 18 U.S.C. § 1350
97Hennessy Advisors, Inc. Compensation Recovery Policy (1)(16)
101The 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.
104The Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

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.
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