HENNESSY ADVISORS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

HENNESSY ADVISORS, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

NOTICE OF

2026 ANNUAL MEETING OF SHAREHOLDERS** **

and

PROXY STATEMENT

Hennessy Advisors, Inc.

7250 Redwood Boulevard, Suite 200

Novato, California 94945

800-966-4354

www.hennessyadvisors.com

In this proxy statement, the terms “Hennessy Advisors,” the “company,” “we,” “us,” and “our” refer to Hennessy Advisors, Inc.

This proxy statement and the enclosed proxy card are being first sent or made available to shareholders on December 18, 2025.

After a brief pull back in the spring, the U.S. stock market has rallied to record highs as we approach the end of 2025. Unlike the past two years, the rally has not been led solely by the “Magnificent Seven” (Apple, Microsoft, Tesla, Amazon, Nvidia, Alphabet, and Meta) but has instead been supported by solid results from companies of all sizes across a range of industries such as Financials, Utilities, and Industrials. With the tariff-related disruption easing and the Federal Reserve signaling a commitment to future interest rate cuts, investors seem to be confident in current market valuations. While the U.S. economy still faces challenges – persistent inflationary pressure, a slowing job market, and a sluggish housing market – corporate earnings strength and the resilience of the consumer appear to remain consistent.

I have been in the business for nearly five decades, and I continue to witness the same cultural and market patterns play out time and time again. Ideas, sectors, fashions, and even common catchphrases come and go, yet history finds a way to repeat itself. The ‘rare’ Beanie Baby frenzy of the 1990s has given way to buying the latest and greatest water bottle, skincare product, or athleisure brand promoted on social media. The stock market’s dot-com boom of the late 1990s has been replaced by the AI boom of the 2020s. Though our nation has changed dramatically since I started in the business almost fifty years ago, I still believe it is built on optimism, independence, and innovation. If we can work through our divisions and embrace the incredible strength of our different perspectives, I believe we can continue to adapt, grow, and improve as a country.

For the one-year period ended November 30, 2025, the Dow Jones Industrial Average rose 8.03% and the S&P 500® Index gained 15.00% on a total return basis. In my view, investors are buying on strong fundamentals – healthy consumer spending, steady earnings growth, and moderating inflation – while also pricing in the possibility of an additional rate cute before the close of 2025. I continue to believe that market momentum reflects the underlying strength of the U.S. economy. Corporate earnings should continue to benefit from both disciplined cost controls and selective price increases, supporting growth over the next year and beyond. While we may experience some bumps in the road – higher unemployment or continued weakness in housing – I remain confident that the positives will outweigh the challenges.

Financial Results

Throughout fiscal year 2025, a 22% increase in average assets under management drove double-digit gains in revenue, net income and earnings per share. Most importantly, we maintained strong and consistent cash flow – adding over $8.5 million in cash and ending our fiscal year with nearly $73 million on our balance sheet. Although our total assets under management declined 8.6% during our fiscal year 2025, we remain at nearly $4.3 billion.

We continue to use a portion of our cash flow to support a consistent quarterly dividend of $0.1375 per share, or $0.55 per share annually. Based on a closing price of $10.16 per share on December 2, 2025, our dividend equates to a 5.4% annualized yield. Our dividend remains one of the most important ways in which we reward our shareholders for their continued support, and maintaining our dividend remains a priority for company management and directors alike.

The Hennessy Funds

For the one- and three-year periods ended September 30, 2025, all 17 Hennessy Funds posted positive returns. Our longer-term numbers also remain impressive: each of the 16 Hennessy Funds with at least 10 years of history posted positive returns over both the five and ten-year periods ended September 30, 2025.

In March of this year, 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). Subject to shareholder approval, 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. We are excited to add new products to our lineup and continue our commitment to growth through strategic acquisition – what we anticipate will be our third completed transaction in three years.

Building on our History, Adapting for the Future

Hennessy Advisors was founded in 1989, the same year the World Wide Web was invented and the Berlin Wall fell. Although the world has transformed since then, we have remained true to our founding principles through every kind of market and economic cycle and have endeavored to:

While our assets under management have fluctuated in the $3 billion to $5 billion range over the last six years, we have strategically expanded our product lineup, increased our digital marketing presence, and strengthened our long-standing public relations program. As 2025 draws to a close, we are proud of how we have navigated another volatile year in the markets, and are confident in the ability of our product lineup to meet the evolving needs of our shareholders.

Our belief in our company and our industry is unwavering. We have a talented team of professionals, executives, directors, trustees, and service providers who share our deep commitment in the company. We continue to seek ways to deploy our capital for accretive growth, and those conversations remain both numerous and exciting.

Whether you have been with us for decades or are reading your first shareholder letter, we thank you for your confidence, your support, and your investment in Hennessy Advisors, and we look forward to building for the future together.

If you have any questions or would like to speak with us directly, please don’t hesitate to call us at (800) 966-4354.

Sincerely,

Neil J. Hennessy

Chairman and CEO

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

DEAR SHAREHOLDER:

The annual meeting of shareholders will be held for the following purposes:

Our board of directors recommends a vote “FOR” proposals 1, 2, and 4 and a vote of “THREE YEARS” for proposal 3.

Your vote is important, and we encourage you to vote promptly whether or not you plan to attend the annual meeting. You may vote now by internet, phone, or mail.

By order of the Board of Directors, Teresa M. Nilsen President, Chief Operating Officer, and Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on February 5, 2026. The notice, proxy statement, annual report, and form of proxy are available atwww.hennessyadvisors.com/proxy.