What changed in HENNESSY ADVISORS INC's 2025 10-K compared to 2024?

Across the narrative sections we track, HENNESSY ADVISORS INC (HNNAZ) added 174 paragraphs, removed 160, and edited 139 between the 2024 and 2025 10-K filings. The biggest movers are Item 7. Management's Discussion & Analysis (+56/−63), Item 1. Business (+59/−57), Item 1A. Risk Factors (+55/−36).

Did HENNESSY ADVISORS INC add new Risk Factors in the 2025 10-K?

Yes — Item 1A Risk Factors shows 55 new/edited paragraphs and 36 removed paragraphs versus the 2024 10-K.

What changed in HENNESSY ADVISORS INC's MD&A (Item 7) in 2025?

Item 7 Management's Discussion & Analysis shows 56 new/edited paragraphs and 63 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Where does this HNNAZ 10-K diff come from?

The source filings are HENNESSY ADVISORS INC's official 2024 and 2025 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in HENNESSY ADVISORS INC's 10-K — 2024 vs 2025

Paragraph-level year-over-year comparison of HENNESSY ADVISORS INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+174 added−160 removedSource: 10-K (2025-12-03) vs 10-K (2024-12-11)

Top changes in HENNESSY ADVISORS INC's 2025 10-K

174 paragraphs added · 160 removed · 139 edited across 4 sections

Item 7. Management's Discussion & Analysis+56 / −63 · 48 edited
Item 1. Business+59 / −57 · 54 edited
Item 1A. Risk Factors+55 / −36 · 33 edited
Item 5. Market for Registrant's Common Equity+4 / −4 · 4 edited

Item 1. Business

Business — how the company describes what it does

54 edited+5 added−3 removed137 unchanged

2024 filing

2025 filing

Biggest changeHennessy Cornerstone Growth Fund One Year Three Years Five Years Ten Years Institutional Class Share - HICGX 42.60 % 18.78 % 20.69 % 11.76 % Investor Class Share - HFCGX 42.16 % 18.40 % 20.31 % 11.42 % Russell 2000 ® Index (1) 26.76 % 1.84 % 9.39 % 8.78 % S&P 500 ® Index (2) 36.35 % 11.91 % 15.98 % 13.38 % Hennessy Focus Fund* One Year Three Years Five Years Ten Years Institutional Class Share - HFCIX 36.56 % 6.04 % 10.31 % 10.69 % Investor Class Share - HFCSX 36.04 % 5.64 % 9.90 % 10.28 % Russell 3000 ® Index (3) 35.19 % 10.29 % 15.26 % 12.83 % Russell Midcap ® Growth Index (4) 29.33 % 2.32 % 11.48 % 11.30 % Hennessy Cornerstone Mid Cap 30 Fund One Year Three Years Five Years Ten Years Institutional Class Share - HIMDX 44.44 % 24.34 % 24.70 % 13.38 % Investor Class Share - HFMDX 43.89 % 23.89 % 24.24 % 13.00 % Russell Midcap ® Index (5) 29.33 % 5.75 % 11.30 % 10.19 % S&P 500 ® Index (2) 36.35 % 11.91 % 15.98 % 13.38 % Hennessy Cornerstone Large Growth Fund One Year Three Years Five Years Ten Years Institutional Class Share - HILGX 21.13 % 8.83 % 13.04 % 10.09 % Investor Class Share - HFLGX 20.83 % 8.53 % 12.73 % 9.81 % Russell 1000 ® Index (6) 35.68 % 10.83 % 15.64 % 13.10 % S&P 500 ® Index (2) 36.35 % 11.91 % 15.98 % 13.38 % Hennessy Cornerstone Value Fund One Year Three Years Five Years Ten Years Institutional Class Share - HICVX 19.52 % 11.63 % 10.85 % 8.64 % Investor Class Share - HFCVX 19.24 % 11.37 % 10.61 % 8.42 % Russell 1000 ® Value Index (7) 27.76 % 9.03 % 10.69 % 9.23 % S&P 500 ® Index (2) 36.35 % 11.91 % 15.98 % 13.38 % Hennessy Total Return Fund One Year Three Years Five Years Ten Years Investor Class Share - HDOGX 16.77 % 7.05 % 5.18 % 5.98 % 75/25 Blended DJIA/Treasury Index (8) 22.74 % 8.58 % 9.67 % 9.58 % Dow Jones Industrial Average (9) 28.85 % 9.97 % 11.78 % 12.03 % 7 Table of Contents Hennessy Equity and Income Fund* One Year Three Years Five Years Ten Years Institutional Class Share - HEIIX 17.98 % 4.65 % 7.19 % 6.53 % Investor Class Share - HEIFX 17.66 % 4.28 % 6.81 % 6.14 % S&P 500 ® Index (2) 36.35 % 11.91 % 15.98 % 13.38 % Hennessy Balanced Fund One Year Three Years Five Years Ten Years Investor Class Share - HBFBX 12.21 % 4.33 % 3.54 % 4.13 % 50/50 Blended DJIA/Treasury Index (10) 17.09 % 6.54 % 7.23 % 6.99 % Dow Jones Industrial Average (9) 28.85 % 9.97 % 11.78 % 12.03 % Hennessy Energy Transition Fund* One Year Three Years Five Years Ten Years Institutional Class Share - HNRIX 6.63 % 20.91 % 15.80 % 3.30 % Investor Class Share - HNRGX 6.27 % 20.52 % 15.44 % 3.00 % S&P 500 ® Energy Index (11) 0.85 % 24.14 % 13.90 % 3.99 % S&P 500 ® Index (2) 36.35 % 11.91 % 15.98 % 13.38 % Hennessy Midstream Fund* One Year Three Years Five Years Ten Years Institutional Class Share - HMSIX** 26.41 % 24.78 % 12.70 % 2.67 % Investor Class Share - HMSFX 26.06 % 24.49 % 12.42 % 2.42 % Alerian US Midstream Energy Index (12) 36.49 % 26.52 % 16.79 % 4.96 % S&P 500® Index (2) 36.35 % 11.91 % 15.98 % 13.38 % Hennessy Gas Utility Fund* One Year Three Years Five Years Ten Years Institutional Class Share - HGASX** 29.32 % 12.31 % 7.19 % 6.49 % Investor Class Share - GASFX 28.91 % 11.97 % 6.86 % 6.23 % AGA Stock Index (13) 30.16 % 13.01 % 7.90 % 7.39 % S&P 500 ® Index (2) 36.35 % 11.91 % 15.98 % 13.38 % Hennessy Japan Fund One Year Three Years Five Years Ten Years Institutional Class Share - HJPIX 37.43 % 0.72 % 7.23 % 9.31 % Investor Class Share - HJPNX 36.86 % 0.34 % 6.81 % 8.90 % Russell/Nomura Total Market TM Index (14) 22.40 % 3.40 % 7.46 % 6.91 % Tokyo Stock Price Index (TOPIX) (15) 21.62 % 3.10 % 7.26 % 6.76 % Hennessy Japan Small Cap Fund One Year Three Years Five Years Ten Years Institutional Class Share - HJSIX** 19.81 % 0.16 % 5.08 % 8.04 % Investor Class Share - HJPSX 19.26 % -0.24 % 4.66 % 7.67 % Russell/Nomura Small Cap TM Index (16) 19.48 % 1.24 % 4.63 % 6.09 % Tokyo Stock Price Index (TOPIX) (15) 21.62 % 3.10 % 7.26 % 6.76 % 8 Table of Contents Hennessy Large Cap Financial Fund* One Year Three Years Five Years Ten Years Institutional Class Share - HILFX** 34.70 % -3.45 % 6.45 % 7.15 % Investor Class Share - HLFNX 34.28 % -3.75 % 6.10 % 6.79 % Russell 1000 ® Index Financials (17) 41.42 % 10.17 % 14.64 % 13.29 % Russell 1000 ® Index (6) 35.68 % 10.83 % 15.64 % 13.10 % Hennessy Small Cap Financial Fund* One Year Three Years Five Years Ten Years Institutional Class Share - HISFX 33.79 % 1.43 % 10.11 % 9.31 % Investor Class Share - HSFNX 33.44 % 1.09 % 9.74 % 8.92 % Russell 2000 ® Index Financials (18) 38.64 % 4.14 % 7.59 % 8.84 % Russell 2000 ® Index (1) 26.76 % 1.84 % 9.39 % 8.78 % Hennessy Technology Fund* One Year Three Years Five Years Ten Years Institutional Class Share - HTCIX** 29.82 % 5.64 % 13.90 % 11.74 % Investor Class Share - HTECX 29.42 % 5.38 % 13.60 % 11.44 % NASDAQ Composite Index (19) 38.64 % 8.84 % 18.81 % 16.13 % S&P 500 ® Index (2) 36.35 % 11.91 % 15.98 % 13.38 % Hennessy Stance ESG ETF* One Year Three Years Five Years Since Inception (3/15/21) STNC - Net Asset Value 24.31 % 6.56 % - 6.87 % STNC - Market Price 24.23 % 6.50 % - 6.87 % S&P 500 ® Index (2) 36.35 % 11.91 % - 12.80 % * Performance information from prior to the date that we acquired the assets related to the management of the fund is included because the previous investment manager managed the fund using a similar investment strategy. ** 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.

Biggest changeHennessy Cornerstone Growth Fund One Year Three Years Five Years Ten Years Institutional Class Share - HICGX 3.72 % 23.67 % 20.18 % 11.36 % Investor Class Share - HFCGX 3.38 % 23.26 % 19.79 % 11.00 % Russell 2000 ® Index (1) 10.76 % 15.21 % 11.56 % 9.77 % S&P 500 ® Index (2) 17.60 % 24.94 % 16.47 % 15.30 % Hennessy Focus Fund* One Year Three Years Five Years Ten Years Institutional Class Share - HFCIX 9.86 % 20.28 % 12.25 % 10.69 % Investor Class Share - HFCSX 9.44 % 19.83 % 11.83 % 10.28 % Russell 3000 ® Index (3) 17.41 % 24.12 % 15.74 % 14.71 % Russell Midcap ® Growth Index (4) 22.02 % 22.85 % 11.26 % 13.37 % Hennessy Cornerstone Mid Cap 30 Fund One Year Three Years Five Years Ten Years Institutional Class Share - HIMDX 3.96 % 26.12 % 22.82 % 12.46 % Investor Class Share - HFMDX 3.54 % 25.64 % 22.37 % 12.05 % Russell Midcap ® Index (5) 11.11 % 17.69 % 12.66 % 11.39 % S&P 500 ® Index (2) 17.60 % 24.94 % 16.47 % 15.30 % Hennessy Cornerstone Large Growth Fund One Year Three Years Five Years Ten Years Institutional Class Share - HILGX 1.90 % 16.86 % 12.20 % 10.77 % Investor Class Share - HFLGX 1.59 % 16.54 % 11.90 % 10.47 % Russell 1000 ® Index (6) 17.75 % 24.64 % 15.99 % 15.04 % S&P 500 ® Index (2) 17.60 % 24.94 % 16.47 % 15.30 % Hennessy Cornerstone Value Fund One Year Three Years Five Years Ten Years Institutional Class Share - HICVX 10.80 % 15.57 % 16.34 % 10.87 % Investor Class Share - HFCVX 10.55 % 15.32 % 16.08 % 10.62 % Russell 1000 ® Value Index (7) 9.44 % 16.96 % 13.88 % 10.72 % S&P 500 ® Index (2) 17.60 % 24.94 % 16.47 % 15.30 % Hennessy Total Return Fund One Year Three Years Five Years Ten Years Investor Class Share - HDOGX 4.60 % 10.96 % 8.27 % 7.08 % 75/25 Blended DJIA/Treasury Index (8) 9.87 % 15.97 % 10.65 % 10.79 % Dow Jones Industrial Average (9) 11.50 % 19.63 % 12.98 % 13.50 % 7 Table of Contents Hennessy Equity and Income Fund* One Year Three Years Five Years Ten Years Institutional Class Share - HEIIX 6.76 % 11.98 % 7.14 % 7.31 % Investor Class Share - HEIFX 6.31 % 11.55 % 6.75 % 6.91 % S&P 500 ® Index (2) 17.60 % 24.94 % 16.47 % 15.30 % Hennessy Balanced Fund One Year Three Years Five Years Ten Years Investor Class Share - HBFBX 3.17 % 7.37 % 5.52 % 4.97 % 50/50 Blended DJIA/Treasury Index (10) 7.98 % 12.18 % 7.88 % 7.90 % Dow Jones Industrial Average (9) 11.50 % 19.63 % 12.98 % 13.50 % Hennessy Energy Transition Fund* One Year Three Years Five Years Ten Years Institutional Class Share - HNRIX 11.77 % 14.70 % 32.24 % 8.76 % Investor Class Share - HNRGX 11.47 % 14.35 % 31.80 % 8.43 % S&P 500 ® Energy Index (11) 4.43 % 11.10 % 29.60 % 8.18 % S&P 500 ® Index (2) 17.60 % 24.94 % 16.47 % 15.30 % Hennessy Midstream Fund* One Year Three Years Five Years Ten Years Institutional Class Share - HMSIX** 10.69 % 23.09 % 30.21 % 7.41 % Investor Class Share - HMSFX 10.31 % 22.73 % 29.88 % 7.13 % Alerian US Midstream Energy Index (12) 19.31 % 26.92 % 35.09 % 11.51 % S&P 500® Index (2) 17.60 % 24.94 % 16.47 % 15.30 % Hennessy Gas Utility Fund* One Year Three Years Five Years Ten Years Institutional Class Share - HGASX** 17.70 % 14.98 % 14.37 % 9.16 % Investor Class Share - GASFX 17.38 % 14.64 % 14.03 % 8.86 % AGA Stock Index (13) 17.06 % 15.17 % 14.83 % 9.92 % S&P 500 ® Index (2) 17.60 % 24.94 % 16.47 % 15.30 % Hennessy Japan Fund One Year Three Years Five Years Ten Years Institutional Class Share - HJPIX 8.18 % 22.78 % 4.94 % 9.97 % Investor Class Share - HJPNX 7.82 % 22.32 % 4.54 % 9.55 % Russell/Nomura Total Market TM Index (14) 17.28 % 21.77 % 9.38 % 8.75 % Tokyo Stock Price Index (TOPIX) (15) 17.73 % 21.70 % 9.25 % 8.59 % Hennessy Japan Small Cap Fund One Year Three Years Five Years Ten Years Institutional Class Share - HJSIX** 28.34 % 21.10 % 8.60 % 10.51 % Investor Class Share - HJPSX 27.90 % 20.66 % 8.17 % 10.12 % Russell/Nomura Small Cap TM Index (16) 19.90 % 19.41 % 6.94 % 7.18 % Tokyo Stock Price Index (TOPIX) (15) 17.73 % 21.70 % 9.25 % 8.59 % 8 Table of Contents Hennessy Large Cap Financial Fund* One Year Three Years Five Years Ten Years Institutional Class Share - HILFX** 37.10 % 20.64 % 11.78 % 11.12 % Investor Class Share - HLFNX 36.61 % 20.25 % 11.40 % 10.72 % Russell 1000 ® Index Financials (17) 24.02 % 25.83 % 21.29 % 15.43 % Russell 1000 ® Index (6) 17.75 % 24.64 % 15.99 % 15.04 % Hennessy Small Cap Financial Fund* One Year Three Years Five Years Ten Years Institutional Class Share - HISFX 9.74 % 8.70 % 19.87 % 8.61 % Investor Class Share - HSFNX 9.34 % 8.34 % 19.43 % 8.22 % Russell 2000 ® Index Financials (18) 10.87 % 13.89 % 15.74 % 9.10 % Russell 2000 ® Index (1) 10.76 % 15.21 % 11.56 % 9.77 % Hennessy Technology Fund* One Year Three Years Five Years Ten Years Institutional Class Share - HTCIX** 21.56 % 27.07 % 14.80 % 14.64 % Investor Class Share - HTECX 21.29 % 26.75 % 14.51 % 14.33 % NASDAQ Composite Index (19) 25.42 % 29.92 % 16.07 % 18.32 % S&P 500 ® Index (2) 17.60 % 24.94 % 16.47 % 15.30 % Hennessy Sustainable ETF* One Year Three Years Five Years Since Inception (3/15/21) STNC - Net Asset Value 5.40 % 12.41 % - 6.54 % STNC - Market Price 5.30 % 12.33 % - 6.52 % S&P 500 ® Index (2) 17.60 % 24.94 % - 13.84 % * Performance information from prior to the date that we acquired the assets related to the management of the fund is included because the previous investment manager managed the fund using a similar investment strategy. ** 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 services that we provide to each Hennessy Fund pursuant to these investment advisory agreements include, among other things, the following: ● acting as portfolio manager for the fund or overseeing the sub‑advisor 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; ● performing a daily reconciliation of portfolio positions and cash for the fund; ● monitoring the liquidity of the fund; ● monitoring the fund’s compliance with its investment objectives and restrictions and federal securities laws; ● maintaining a compliance program (including a code of ethics), conducting ongoing reviews of the compliance programs of the fund’s service providers (including any sub‑advisor), including their codes of ethics, as appropriate, conducting on‑site visits to the fund’s service providers (including any sub‑advisor) as feasible, monitoring incidents of abusive trading practices, reviewing fund expense accruals, payments, and fixed expense ratios, evaluating insurance providers for fidelity bond, directors and officers and errors and omissions insurance, and cybersecurity insurance coverage, managing regulatory examination compliance and responses, conducting employee compliance training, reviewing reports provided by service providers, and maintaining books and records; ● if applicable, overseeing the selection and continued employment of the fund’s sub‑advisor, reviewing the fund’s investment performance, and monitoring the sub-advisor’s adherence to the fund’s investment objectives, policies, and restrictions; ● overseeing service providers that provide accounting, administration, distribution, transfer agency, custodial, sales, marketing, public relations, audit, information technology, and legal services to the fund; ● maintaining in‑house marketing and distribution departments on behalf of the fund; ● preparing or directing the preparation of all regulatory filings for the fund, including writing and annually updating the fund’s prospectus and related documents; ● for each annual report of the fund, preparing or reviewing a written summary of the fund’s performance during the most recent 12‑month period; ● 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; ● providing a quarterly compliance certification to the Funds’ Board of Trustees; and ● preparing or reviewing materials for the Funds’ Board of Trustees, presenting to or leading discussions with the Funds’ Board of Trustees, preparing or reviewing all meeting minutes, and arranging for training and education of the Funds’ Board of Trustees. 12 Table of Contents The investment advisory agreements also provide that we are responsible for performing any ordinary clerical and bookkeeping services needed by the Hennessy Funds that are not provided by the funds’ custodian, administrator, or transfer agent.

The services that we provide to each Hennessy Fund pursuant to these investment advisory agreements include, among other things, the following: ● acting as portfolio manager for the fund or overseeing the sub‑advisor 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; ● performing a daily reconciliation of portfolio positions and cash for the fund; ● monitoring the liquidity of the fund; ● monitoring the fund’s compliance with its investment objectives and restrictions and federal securities laws; ● maintaining a compliance program (including a code of ethics), conducting ongoing reviews of the compliance programs of the fund’s service providers (including any sub‑advisor), including their codes of ethics, as appropriate, conducting on‑site visits to the fund’s service providers (including any sub‑advisor) as feasible, monitoring incidents of abusive trading practices, reviewing fund expense accruals, payments, and fixed expense ratios, evaluating insurance providers for fidelity bond, directors and officers and errors and omissions insurance, and cybersecurity insurance coverage, managing regulatory examination compliance and responses, conducting employee compliance training, reviewing reports provided by service providers, and maintaining books and records; ● if applicable, overseeing the selection and continued employment of the fund’s sub‑advisor, reviewing the fund’s investment performance, and monitoring the sub-advisor’s adherence to the fund’s investment objectives, policies, and restrictions; ● overseeing service providers that provide accounting, administration, distribution, transfer agency, custodial, sales, marketing, public relations, audit, information technology, and legal services to the fund; ● maintaining in‑house marketing and distribution departments on behalf of the fund; ● preparing or directing the preparation of all regulatory filings for the fund, including writing and annually updating the fund’s prospectus and related documents; ● for each annual report of the fund, preparing or reviewing a written summary of the fund’s performance during the most recent 12‑month period; ● monitoring and overseeing the accessibility of the fund on financial institution platforms; ● 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; and ● preparing or reviewing materials for the Funds’ Board of Trustees, presenting to or leading discussions with the Funds’ Board of Trustees, preparing or reviewing all meeting minutes, and arranging for training and education of the Funds’ Board of Trustees. 12 Table of Contents The investment advisory agreements also provide that we are responsible for performing any ordinary clerical and bookkeeping services needed by the Hennessy Funds that are not provided by the funds’ custodian, administrator, or transfer agent.

Thus, we believe that expanding our current base of investment professionals who utilize no-load funds for their clients will help us increase our assets under management, which will in turn increase our revenues. ● Securing participation on the platforms of national full-service firms We continually strive to develop relationships with national full-service firms that permit their investment professionals to offer no-load funds to their clients as a way to increase the amount of assets that we manage, which will in turn increase our revenues. 18 Table of Contents ● Pursuing strategic purchases of management agreements for additional funds A primary component of our growth strategy is to selectively pursue strategic purchases of the assets related to the management of additional funds.

Thus, we believe that expanding our current base of investment professionals who utilize no-load funds for their clients will help us increase our assets under management, which will in turn increase our revenues. ● Securing participation on the platforms of national full-service firms We continually strive to develop relationships with national full-service firms that permit their investment professionals to offer no-load funds to their clients as a way to increase the amount of assets that we manage, which will in turn increase our revenues. 17 Table of Contents ● Pursuing strategic purchases of management agreements for additional funds A primary component of our growth strategy is to selectively pursue strategic purchases of the assets related to the management of additional funds.

Steadman is an Executive Vice President and Secretary of the Hennessy Funds. 20 Table of Contents AVAILABLE INFORMATION We make available free of charge through a link on our website, www.hennessyadvisors.com, our Annual Report on Form 10-K, Quarterly Reports on Form 10‑Q, Current Reports on Form 8-K, and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

Steadman is an Executive Vice President and Secretary of the Hennessy Funds. 19 Table of Contents AVAILABLE INFORMATION We make available free of charge through a link on our website, www.hennessyadvisors.com, our Annual Report on Form 10-K, Quarterly Reports on Form 10‑Q, Current Reports on Form 8-K, and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

Our firm was founded on these principles 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.

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.

The fund leverages optimization in an attempt to reduce portfolio level tail risk and mitigate downside losses. 6 Table of Contents Historical Investment Performance of the Hennessy Funds The following table presents the average annualized returns for each Hennessy Fund and its relevant benchmark indices for the one-year, three-year, five-year, and ten‑year (or since inception for Hennessy Funds that commenced operations less than ten years ago) periods ended September 30, 2024.

The implementation of this business strategy is described below. ● Seeking to deliver strong investment performance of the Hennessy Funds One of the most effective ways we can grow the assets of the Hennessy Funds is by delivering strong investment performance, which we believe should: ● result in an increase in the value of existing assets of the Hennessy Funds; ● encourage more investors to buy shares of the Hennessy Funds and decrease the number of investors who redeem their shares and leave the Hennessy Funds; and ● motivate current investors to invest additional money in the Hennessy Funds. ● Utilizing our branding and marketing campaign to attract assets We believe we can attract investors to the Hennessy Funds by effectively marketing our consistent and disciplined approach to investing based on a buy‑and‑hold philosophy that rejects the idea of market timing.

The implementation of this business strategy is described below. ● Seeking to deliver strong investment performance of the Hennessy Funds One of the most effective ways we can grow the assets of the Hennessy Funds is by delivering strong investment performance, which we believe should: ● result in an increase in the value of existing assets of the Hennessy Funds; ● encourage more investors to buy shares of the Hennessy Funds and decrease the number of investors who redeem their shares and leave the Hennessy Funds; and ● motivate current investors to invest additional money in the Hennessy Funds. 16 Table of Contents ● Utilizing our branding and marketing campaign to attract assets We believe we can attract investors to the Hennessy Funds by effectively marketing our consistent and disciplined approach to investing based on a buy‑and‑hold philosophy that rejects the idea of market timing.

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 2024 was held at fund supermarkets. Additionally, we continually seek opportunities to form new relationships with financial institutions to make the Hennessy Funds even more accessible to investors.

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. Additionally, we continually seek opportunities to form new relationships with financial institutions to make the Hennessy Funds even more accessible to investors.

A violation of applicable law or regulations could also subject us, our directors, and our employees to civil actions brought by private parties. We believe we are in compliance in all material respects with all applicable SEC requirements. EMPLOYEES As of the end of fiscal year 2024, we had 18 employees, 17 of whom were full-time employees.

A violation of applicable law or regulations could also subject us, our directors, and our employees to civil actions brought by private parties. We believe we are in compliance in all material respects with all applicable SEC requirements. EMPLOYEES As of the end of fiscal year 2025, we had 18 employees, 17 of whom were full-time employees.

(2) 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. (3) The Russell 3000 ® Index comprises the 3,000 largest U.S. companies based on market capitalization, representing approximately 96% of the investable U.S. equities market.

From the investable common stocks of public companies in the S&P Capital IQ Database with market capitalizations between $1 billion and $10 billion, this fund invests in the 30 common stocks with the highest one-year price appreciation that also have price-to-sales ratios below 1.5, higher annual earnings than in the previous year, and positive stock price appreciation over the prior three‑month and six‑month periods. 4 Table of Contents ● Hennessy Cornerstone Large Growth Fund (Investor Class symbol HFLGX; Institutional Class symbol HILGX).

From the investable common stocks of public companies in the S&P Capital IQ Database with market capitalizations between $2 billion and $25 billion, this fund invests in the 30 common stocks with the highest one-year price appreciation that also have price-to-sales ratios below 1.5, higher annual earnings than in the previous year, and positive stock price appreciation over the prior three‑month and six‑month periods. 4 Table of Contents ● Hennessy Cornerstone Large Growth Fund (Investor Class symbol HFLGX; Institutional Class symbol HILGX).

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.

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

Our 18 employees had an average tenure of 14 years as of the end of fiscal year 2024. We focus on providing our employees competitive compensation, a friendly and flexible office environment, and fostering close-knit working relationships among our team members.

Our 18 employees had an average tenure of 14 years as of the end of fiscal year 2025. We focus on providing our employees competitive compensation, a friendly and flexible office environment, and fostering close-knit working relationships among our team members.

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: STNC).

Second, an investment advisory agreement may be terminated prior to its expiration upon 60 days’ written notice by either the applicable Hennessy Fund or us. Sub-Advisory Agreements and Fees We have delegated the day-to-day portfolio management responsibilities to sub‑advisors, subject to our oversight, for some of the Hennessy Funds.

Second, an investment advisory agreement may be terminated prior to its expiration upon 60 days’ written notice by either the applicable Hennessy Fund or us. 13 Table of Contents Sub-Advisory Agreements and Fees We have delegated the day-to-day portfolio management responsibilities to sub‑advisors, subject to our oversight, for some of the Hennessy Funds.

As of the end of fiscal year 2024, the percentages of each fund’s assets used to calculate the annual investment advisory fees payable to us are as follows: Hennessy Fund Investment Advisory Fee (All Class Shares) (as a % of fund assets) Hennessy Cornerstone Growth Fund 0.74% Hennessy Focus Fund 0.90% Hennessy Cornerstone Mid Cap 30 Fund 0.74% Hennessy Cornerstone Large Growth Fund 0.74% Hennessy Cornerstone Value Fund 0.74% Hennessy Total Return Fund 0.60% Hennessy Equity and Income Fund 0.80% Hennessy Balanced Fund 0.60% Hennessy Energy Transition Fund 1.25% Hennessy Midstream Fund 1.10% Hennessy Gas Utility Fund 0.40% Hennessy Japan Fund 0.80% Hennessy Japan Small Cap Fund 0.80% Hennessy Large Cap Financial Fund 0.90% Hennessy Small Cap Financial Fund 0.90% Hennessy Technology Fund 0.74% Hennessy Stance ESG ETF 0.95% 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.

As of the end of fiscal year 2025, the percentages of each fund’s assets used to calculate the annual investment advisory fees payable to us are as follows: Hennessy Fund Investment Advisory Fee (All Class Shares) (as a % of fund assets) Hennessy Cornerstone Growth Fund 0.74% Hennessy Focus Fund 0.90% Hennessy Cornerstone Mid Cap 30 Fund 0.74% Hennessy Cornerstone Large Growth Fund 0.74% Hennessy Cornerstone Value Fund 0.74% Hennessy Total Return Fund 0.60% Hennessy Equity and Income Fund 0.80% Hennessy Balanced Fund 0.60% Hennessy Energy Transition Fund 1.25% Hennessy Midstream Fund 1.10% Hennessy Gas Utility Fund 0.40% Hennessy Japan Fund 0.80% Hennessy Japan Small Cap Fund 0.80% Hennessy Large Cap Financial Fund 0.90% Hennessy Small Cap Financial Fund 0.90% Hennessy Technology Fund 0.74% Hennessy Sustainable ETF 0.95% 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.

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

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

In December, we closed the Hennessy Micro Cap Growth Fund, LLC. 2014 In April, our common stock began trading on The Nasdaq Capital Market. 2 Table of Contents 2015 In September, we completed a self-tender offer, under which we repurchased 1,500,000 shares of our common stock at $16.67 per share.

In December, we closed the Hennessy Micro Cap Growth Fund, LLC. 2014 In April, our common stock began trading on The Nasdaq Capital Market. 2015 In September, we completed a self-tender offer, under which we repurchased 1,500,000 shares of our common stock at $16.67 per share.

In June, we launched Institutional Class shares for the Hennessy Japan Small Cap Fund and the Hennessy Large Cap Financial Fund. 2016 In September, we purchased the assets related to the management of two mutual funds previously managed by Westport Advisers, LLC and reorganized the assets of such funds into the Hennessy Cornerstone Mid Cap 30 Fund.

In June, we launched Institutional Class shares for the Hennessy Japan Small Cap Fund and the Hennessy Large Cap Financial Fund. 2 Table of Contents 2016 In September, we purchased the assets related to the management of two mutual funds previously managed by Westport Advisers, LLC and reorganized the assets of such funds into the Hennessy Cornerstone Mid Cap 30 Fund.

The Hennessy Funds Family Domestic Equity Multi-Asset Sector and Specialty Hennessy Cornerstone Growth Fund Hennessy Total Return Fund Hennessy Energy Transition Fund Hennessy Focus Fund Hennessy Equity and Income Fund Hennessy Midstream Fund Hennessy Cornerstone Mid Cap 30 Fund Hennessy Balanced Fund Hennessy Gas Utility Fund Hennessy Cornerstone Large Growth Fund Hennessy Japan Fund Hennessy Cornerstone Value Fund Hennessy Japan Small Cap Fund Hennessy Large Cap Financial Fund Hennessy Small Cap Financial Fund Hennessy Technology Fund Hennessy Stance ESG ETF Domestic Equity Funds Five of the Hennessy Funds are categorized as Domestic Equity products.

The Hennessy Funds Family Domestic Equity Multi-Asset Sector and Specialty Hennessy Cornerstone Growth Fund Hennessy Total Return Fund Hennessy Energy Transition Fund Hennessy Focus Fund Hennessy Equity and Income Fund Hennessy Midstream Fund Hennessy Cornerstone Mid Cap 30 Fund Hennessy Balanced Fund Hennessy Gas Utility Fund Hennessy Cornerstone Large Growth Fund Hennessy Japan Fund Hennessy Cornerstone Value Fund Hennessy Japan Small Cap Fund Hennessy Large Cap Financial Fund Hennessy Small Cap Financial Fund Hennessy Technology Fund Hennessy Sustainable ETF Domestic Equity Funds Five of the Hennessy Funds are categorized as Domestic Equity products.

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.

Competition is an important risk that our business faces and should be considered along with other risk factors that we discuss in Item 1A, “Risk Factors.” 19 Table of Contents 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.

Competition is an important risk that our business faces and should be considered along with other risk factors that we discuss in Item 1A, “Risk Factors.” 18 Table of Contents REGULATORY ENVIRONMENT 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.

The amount of the purchased assets as of the closing date totaled approximately $12 million. 2024 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.

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.

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.

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.

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.

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.

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.

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.

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.

First, an investment advisory agreement automatically terminates if we assign it to another advisor (assignment includes “indirect assignment,” which is the direct or indirect transfer of our common stock in sufficient quantities deemed to constitute a controlling block).

There are two additional circumstances in which an investment advisory agreement terminates. First, an investment advisory agreement automatically terminates if we assign it to another advisor (assignment includes “indirect assignment,” which is the direct or indirect transfer of our common stock in sufficient quantities deemed to constitute a controlling block).

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; ● ensuring that its compliance programs include policies and procedures relevant to the fund and the sub‑advisor’s duties as a portfolio manager to the fund; ● for each annual report of the fund, preparing a written summary of the fund’s performance during the most recent 12‑month period; and ● providing a quarterly certification to Funds’ Board of Trustees regarding trading and allocation practices, supervisory matters, the sub‑advisor’s compliance program (including its code of ethics), compliance with the fund’s policies, and general firm updates. 14 Table of Contents In exchange for sub-advisory services, we pay sub‑advisory fees to the sub‑advisors out of our own assets.

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 Sustainable 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; ● ensuring that its compliance programs include policies and procedures relevant to the fund and the sub‑advisor’s duties as a portfolio manager to the fund; ● for each annual report of the fund, preparing a written summary of the fund’s performance during the most recent 12‑month period; and ● providing a quarterly certification to Funds’ Board of Trustees regarding trading and allocation practices, supervisory matters, the sub‑advisor’s compliance program (including its code of ethics), compliance with the fund’s policies, and general firm updates.

In conjunction with the completion of the transaction, SPARX Asset Management Co., Ltd. became the sub‑advisor to both funds.

In conjunction with the completion of the transaction, SPARX Asset Management Co., Ltd. continued as the sub‑advisor to both funds.

Our average assets under management for fiscal year 2024 was $3.7 billion, and our total assets under management as of the end of fiscal year 2024 was $4.6 billion. Our business strategy centers on (i) organic growth through our marketing, sales, and distribution efforts and (ii) growth through strategic purchases of management‑related assets.

Our average assets under management for fiscal year 2025 was $4.5 billion, and our total assets under management as of the end of fiscal year 2025 was $4.2 billion. Our business strategy centers on (i) organic growth through our marketing, sales, and distribution efforts and (ii) growth through strategic purchases of management‑related assets.

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. ● Hennessy Small Cap Financial Fund (Investor Class symbol HSFNX; Institutional Class symbol HISFX).

The following table summarizes our assets under management for the past three fiscal years: Fiscal Years Ended September 30, 2024 2023 2022 (In thousands) Beginning assets under management $ 3,032,042 $ 2,895,717 $ 4,065,922 Acquisition inflows 71,656 43,088 - Organic inflows 1,554,303 598,119 656,491 Redemptions (1,005,191 ) (915,397 ) (1,147,888 ) Market appreciation (depreciation) 989,553 410,515 (678,808 ) Ending assets under management $ 4,642,363 $ 3,032,042 $ 2,895,717 As stated above, the amount of fees we receive for providing investment advisory and shareholder services increases or decreases as our average assets under management rises or falls.

The following table summarizes our assets under management for the past three fiscal years: Fiscal Years Ended September 30, 2025 2024 2023 (In thousands) Beginning assets under management $ 4,642,363 $ 3,032,042 $ 2,895,717 Acquisition inflows - 71,656 43,088 Organic inflows 1,356,091 1,554,303 598,119 Redemptions (1,991,232 ) (1,005,191 ) (915,397 ) Market appreciation 237,546 989,553 410,515 Ending assets under management $ 4,244,768 $ 4,642,363 $ 3,032,042 As stated above, the amount of fees we receive for providing investment advisory and shareholder services increases or decreases as our average assets under management rises or falls.

(1) 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.

(1) 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.

(6) 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.

(6) 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 following table lists each of our sub‑advised funds, the sub‑advisor for such fund, and the percentage used to calculate the annual sub‑advisory fees payable by us to such fund’s sub‑advisor as of the end of fiscal year 2024: Hennessy Fund Sub-Advisory Fee (All Class Shares) Sub-Advisor (As a % of Fund Assets) Hennessy Focus Fund Broad Run Investment Management, LLC 0.29% Hennessy Equity and Income Fund FCI Advisors (fixed income allocation) 0.27% The London Company of Virginia, LLC (equity allocation) 0.33% Hennessy Japan Fund SPARX Asset Management Co., Ltd. $0-$500 million: 0.35% Above $500 million-$1 billion: 0.40% Above $1 billion: 0.42% Hennessy Japan Small Cap Fund SPARX Asset Management Co., Ltd. $0-$500 million: 0.35% Above $500 million-$1 billion: 0.40% Above $1 billion: 0.42% Hennessy Stance ESG ETF Stance Capital, LLC (portfolio composition sub-advisor) $0-$125 million: 0.40% Above $125-$250 million: 0.37% Above $250 million: 0.35% Vident Advisory, LLC* (trading sub-advisor) $0-$250 million: 0.05% Above $250-$500 million: 0.05% Above $500 million: 0.04% *Subject to a minimum sub-advisory fee to Vident Advisory, LLC of $18,750 on an annual basis.

The following table lists each of our sub‑advised funds, the sub‑advisor for such fund, and the percentage used to calculate the annual sub‑advisory fees payable by us to such fund’s sub‑advisor as of the end of fiscal year 2025: Hennessy Fund Sub-Advisory Fee (All Class Shares) Sub-Advisor (As a % of Fund Assets) Hennessy Focus Fund Broad Run Investment Management, LLC 0.29% Hennessy Equity and Income Fund FCI Advisors (fixed income allocation) 0.27% The London Company of Virginia, LLC (equity allocation) 0.33% Hennessy Japan Fund SPARX Asset Management Co., Ltd. $0-$500 million: 0.35% Above $500 million-$1 billion: 0.40% Above $1 billion: 0.42% Hennessy Japan Small Cap Fund SPARX Asset Management Co., Ltd. $0-$500 million: 0.35% Above $500 million-$1 billion: 0.40% Above $1 billion: 0.42% Hennessy Sustainable ETF Stance Capital, LLC (portfolio composition sub-advisor) $0-$125 million: 0.40% Above $125-$250 million: 0.37% Above $250 million: 0.35% Vident Advisory, LLC* (trading sub-advisor) $0-$250 million: 0.05% Above $250-$500 million: 0.05% Above $500 million: 0.04% *Subject to a minimum sub-advisory fee to Vident Advisory, LLC of $18,750 on an annual basis. 14 Table of Contents The sub‑advisory agreements must be renewed annually in the same manner as the investment advisory agreements and are subject to the same termination provisions, including automatic termination in the event the agreement is assigned.

The following table summarizes our sources of revenues, net of sub-advisory fees, for the past three fiscal years: Fiscal Years Ended September 30, 2024 2023 2022 (In thousands) Investment advisory fees $ 27,524 $ 22,090 $ 27,468 Shareholder service fees 2,122 1,930 2,199 Subtotal 29,646 24,020 29,667 Sub-advisory fees (4,169 ) (3,759 ) (5,727 ) Revenue, net of sub-advisory fees $ 25,477 $ 20,261 $ 23,940 11 Table of Contents Investment Advisory Agreements and Fees We provide investment advisory services to the Hennessy Funds pursuant to investment advisory agreements with Hennessy Funds Trust.

The following table summarizes our sources of revenues, net of sub-advisory fees, for the past three fiscal years: Fiscal Years Ended September 30, 2025 2024 2023 (In thousands) Investment advisory fees $ 33,174 $ 27,524 $ 22,090 Shareholder service fees 2,364 2,122 1,930 Subtotal 35,538 29,646 24,020 Sub-advisory fees (4,147 ) (4,169 ) (3,759 ) Revenue, net of sub-advisory fees $ 31,391 $ 25,477 $ 20,261 11 Table of Contents Investment Advisory Agreements and Fees We provide investment advisory services to the Hennessy Funds pursuant to investment advisory agreements with Hennessy Funds Trust.

(4) 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.

(7) 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 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. ● Hennessy Technology Fund (Investor Class symbol HTECX; Institutional Class symbol HTCIX).

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.

Total fee waivers during fiscal years 2024 and 2023 were $0.18 million and $0.15 million, respectively. To date, we have only waived fees based on contractual obligations, but we have the ability to waive fees at our discretion.

Total fee waivers during fiscal years 2025 and 2024 were $0.20 million and $0.18 million, respectively. To date, we have only waived fees based on contractual obligations, but we have the ability to waive fees at our discretion. Any decision to waive fees would apply only on a going‑forward basis.

(13) The AGA Stock Index is a capitalization‑weighted index consisting of members of the American Gas Association whose securities are traded on a U.S. stock exchange. (14) The Russell/Nomura Total Market™ Index represents approximately 98% of the investable Japan equity market.

(13) The AGA Stock Index is a capitalization‑weighted index consisting of members of the American Gas Association whose securities are traded on a U.S. stock exchange. (14) The Russell/Nomura Total Market™ Index comprises the top 98% of stocks listed on Japanese stock exchanges based on market capitalization.

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.

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.

CUSTODIAL, DISTRIBUTION, AND BROKERAGE ARRANGEMENTS We use independent third parties for custody and distribution of our assets under management. 16 Table of Contents All trades for the Hennessy Funds are executed by independent brokerage firms following our direction or the direction of our sub‑advisors. When selecting brokers, we and our sub‑advisors are required to seek best execution.

All trades for the Hennessy Funds are executed by independent brokerage firms following our direction or the direction of our sub‑advisors. When selecting brokers, we and our sub‑advisors are required to seek best execution.

We also believe that our actively managed funds attract investors who appreciate a fundamental, hands-on investment management approach and talented portfolio managers.

We also believe that our actively managed funds attract investors who appreciate a fundamental, hands-on investment management approach and talented portfolio managers. Finally, we believe our more conservative, income‑generating funds attract investors seeking alternatives to funds invested entirely in equities.

The amount of the purchased assets as of the closing date totaled approximately $59 million. 3 Table of Contents PRODUCT INFORMATION Investment Strategies of the Hennessy Funds We manage 16 mutual funds and one ETF, each of which is categorized as a Domestic Equity, Multi‑Asset, or Sector and Specialty product.

(See Note 1(f) in Item 8, “Financial Statements and Supplementary Data.”) 3 Table of Contents PRODUCT INFORMATION Investment Strategies of the Hennessy Funds We manage 16 mutual funds and one ETF, each of which is categorized as a Domestic Equity, Multi‑Asset, or Sector and Specialty product.

Sub-advisory fees are calculated as a percentage of the applicable fund’s average daily net asset value.

In exchange for sub-advisory services, we pay sub‑advisory fees to the sub‑advisors out of our own assets. Sub-advisory fees are calculated as a percentage of the applicable fund’s average daily net asset value.

However, a transaction is not an assignment under the 1940 Act or the Investment Advisers Act of 1940, as amended (the “Advisers Act”) if it does not result in a change of actual control or management of us or, in the context of a sub-advisor, a change of actual control or management of the sub-advisor. 15 Table of Contents If a sub‑advisor experienced a change of control but we did not, we could continue acting as an advisor to the applicable Hennessy Fund, but the shareholders of such Hennessy Fund would have to approve a new sub‑advisory agreement for the sub‑advisor.

The 12b‑1 fee for each Hennessy Mutual Fund is 0.15% of the average daily net assets of such fund’s Investor Class shares.

The 12b‑1 fee for each Hennessy Mutual Fund is 0.15% of the average daily net assets of such fund’s Investor Class shares. 15 Table of Contents CUSTODIAL, DISTRIBUTION, AND BROKERAGE ARRANGEMENTS We use independent third parties for custody and distribution of our assets under management.

Any decision to waive fees would apply only on a going‑forward basis. 13 Table of Contents Our investment advisory agreements must be renewed annually (except in limited circumstances) by (i) the Funds’ Board of Trustees or the vote of a majority of the outstanding shares of the applicable Hennessy Fund and (ii) the vote of a majority of the disinterested trustees.

Our investment advisory agreements must be renewed annually (except in limited circumstances) by (i) the Funds’ Board of Trustees or the vote of a majority of the outstanding shares of the applicable Hennessy Fund and (ii) the vote of a majority of the disinterested trustees. If an investment advisory agreement is not renewed, it terminates automatically.

Finally, we believe our more conservative, income‑generating funds attract investors seeking alternatives to funds invested entirely in equities. 17 Table of Contents We run a comprehensive and far-reaching public relations program designed to disseminate our message to a wide variety of potential investors through frequent television appearances, radio spots, feature articles, and print media mentions.

We run a comprehensive and far-reaching public relations program designed to disseminate our message to a wide variety of potential investors through frequent television appearances, radio spots, feature articles, and print media mentions. We have partnered with an industry-leading public relations firm, SunStar Strategic, to proactively promote the Hennessy Funds to national financial media.

Treasury securities. ● Hennessy Equity and Income Fund (Investor Class symbol HEIFX; Institutional Class symbol HEIIX).

Treasury securities. ● Hennessy Equity and Income Fund (Investor Class symbol HEIFX; Institutional Class symbol HEIIX). 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.

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. ● Hennessy Balanced Fund (Investor Class symbol HBFBX).

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).

Removed

If an investment advisory agreement is not renewed, it terminates automatically. There are two additional circumstances in which an investment advisory agreement terminates.

Added

The amount of the purchased assets as of the closing date totaled approximately $59 million. 2025 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”).

Removed

The sub‑advisory agreements must be renewed annually in the same manner as the investment advisory agreements and are subject to the same termination provisions, including automatic termination in the event the agreement is assigned.

Added

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.

Removed

We have partnered with an industry-leading public relations firm, SunStar Strategic, to proactively promote the Hennessy Funds to national financial media.

Added

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; Institutional Class symbol HISFX).

Added

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; Institutional Class symbol HTCIX).

Added

If a sub‑advisor experienced a change of control but we did not, we could continue acting as an advisor to the applicable Hennessy Fund, but the shareholders of such Hennessy Fund would have to approve a new sub‑advisory agreement for the sub‑advisor.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

33 edited+22 added−3 removed120 unchanged

2024 filing

2025 filing

Biggest changeWhile such an investigation is ongoing, we may not necessarily know the extent of the harm or how best to remediate it, certain errors or actions could be repeated or compounded before they are discovered and remediated, and communication to the public, regulators, shareholders, and investors in the Hennessy Funds may be inaccurate, any or all of which could further increase the costs and consequences of an information security incident. 27 Table of Contents If any of these events were to occur, we could suffer a financial loss, a disruption of our business, liability to the Hennessy Funds and their investors, regulatory intervention, or reputational damage, any of which could have a material adverse effect on our business, results of operations, and financial condition.

This strategy is accompanied by risks including, among others, the possibility of the following: ● the potential unavailability of attractive acquisition opportunities; ● a high level of competition from other companies that may have greater financial resources than we do; ● our inability to value potential asset purchases accurately and negotiate acceptable purchase terms; ● our inability to obtain quorum and secure enough affirmative votes to gain approval of the proposed fund reorganization from the target fund’s investors; ● the loss of fund assets paid for in an asset purchase through redemptions by investors of the funds involved in the asset purchase; ● higher than anticipated asset purchase expenses; 25 Table of Contents ● our inability to successfully integrate and maintain adequate infrastructure to support business growth; ● increasing our leverage; ● the potential diversion of our management’s time and attention; ● dilution to our shareholders if we fund an asset purchase in whole or in part with our common stock; and ● adverse effects on our earnings if purchased intangible assets become impaired.

This strategy is accompanied by risks including, among others, the possibility of the following: ● the potential unavailability of attractive acquisition opportunities; ● a high level of competition from other companies that may have greater financial resources than we do; ● our inability to value potential asset purchases accurately and negotiate acceptable purchase terms; ● our inability to obtain quorum and secure enough affirmative votes to gain approval of the proposed fund reorganization from the target fund’s investors; ● the loss of fund assets paid for in an asset purchase through redemptions by investors of the funds involved in the asset purchase; ● higher than anticipated asset purchase expenses; ● our inability to successfully integrate and maintain adequate infrastructure to support business growth; ● increasing our leverage; ● the potential diversion of our management’s time and attention; ● dilution to our shareholders if we fund an asset purchase in whole or in part with our common stock; and ● adverse effects on our earnings if purchased intangible assets become impaired.

We have implemented procedures and utilize the services of experienced administrators, accountants, and lawyers to assist in satisfying these requirements, but there can be no assurance that these precautions will protect us from potential liabilities. 24 Table of Contents We may need to raise additional capital to fund new business initiatives, and resources may not be available to us in sufficient amounts or on acceptable terms, which could have an adverse impact on our business.

We have implemented procedures and utilize the services of experienced administrators, accountants, and lawyers to assist in satisfying these requirements, but there can be no assurance that these precautions will protect us from potential liabilities. 23 Table of Contents We may need to raise additional capital to fund new business initiatives, and resources may not be available to us in sufficient amounts or on acceptable terms, which could have an adverse impact on our business.

Changing market conditions could also cause an impairment to the value of our management contract asset. 21 Table of Contents The failure or negative performance of products offered by competitors may have a negative impact on the Hennessy Funds within such similar product type, irrespective of our fund performance.

Changing market conditions could also cause an impairment to the value of our management contract asset. 20 Table of Contents The failure or negative performance of products offered by competitors may have a negative impact on the Hennessy Funds within such similar product type, irrespective of our fund performance.

We also may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures. In addition, our cybersecurity insurance may not cover all losses and damages from such events and our ability to maintain or obtain sufficient insurance coverage in the future may be limited.

We also may be required to expend significant additional resources to strengthen our protective measures or to investigate and remediate vulnerabilities or other exposures. In addition, our cybersecurity insurance may not cover all losses and damages from such events and our ability to maintain or obtain sufficient insurance coverage in the future may be limited.

In addition, insurance premiums and required retentions have increased in the past and may do so again in the future. 23 Table of Contents We are subject to regulatory and governmental inquiries and civil litigation. An adverse outcome of any such proceeding could involve substantial financial penalties.

In addition, insurance premiums and required retentions have increased in the past and may do so again in the future. 22 Table of Contents We are subject to regulatory and governmental inquiries and civil litigation. An adverse outcome of any such proceeding could involve substantial financial penalties.

Having a limited number of shareholders also causes us to experience limited trading volume in our securities. 30 Table of Contents We intend to pay regular dividends to our shareholders, but our ability to do so is subject to the discretion of our Board of Directors.

Having a limited number of shareholders also causes us to experience limited trading volume in our securities. 28 Table of Contents We intend to pay regular dividends to our shareholders, but our ability to do so is subject to the discretion of our Board of Directors.

Borrowings, also known as leverage, magnify the potential for gain or loss on amounts invested and therefore increase the risks associated with investing in our securities. 29 Table of Contents On October 20, 2021, we completed a public offering of the 2026 Notes in the aggregate principal amount of $40.25 million, which included the full exercise of the underwriters’ overallotment option.

Borrowings, also known as leverage, magnify the potential for gain or loss on amounts invested and therefore increase the risks associated with investing in our securities. On October 20, 2021, we completed a public offering of the 2026 Notes in the aggregate principal amount of $40.25 million, which included the full exercise of the underwriters’ overallotment option.

A significant increase in redemptions for any reason would reduce our assets under management and revenues. We pursue strategic asset purchases as part of our regular business strategy, and such acquisitions involve inherent risks that could adversely affect our operating results and financial condition and potentially dilute the holdings of current shareholders.

A significant increase in redemptions for any reason would reduce our assets under management and revenues. 24 Table of Contents We pursue strategic asset purchases as part of our regular business strategy, and such acquisitions involve inherent risks that could adversely affect our operating results and financial condition and potentially dilute the holdings of current shareholders.

The Hennessy Stance ESG ETF pays us a unitary fee under its investment advisory agreement with us. Under a unitary fee structure, we bear all operating expenses incurred in connection with providing services to the fund. The operating expenses covered by the unitary fee include third party data providers, transfer agency, custody, fund administration, legal, audit and other services.

The Hennessy Sustainable ETF pays us a unitary fee under its investment advisory agreement with us. Under a unitary fee structure, we bear all operating expenses incurred in connection with providing services to the fund. The operating expenses covered by the unitary fee include third party data providers, transfer agency, custody, fund administration, legal, audit and other services.

Moreover, in order to retain key personnel, we may be required to increase compensation to such individuals, resulting in additional expense. We utilize a unitary fee structure for the Hennessy Stance ESG ETF, and we bear the risk that the Fund ’ s operating expenses may increase and lead to a reduction in our revenues from the fund.

Moreover, in order to retain key personnel, we may be required to increase compensation to such individuals, resulting in additional expense. We utilize a unitary fee structure for the Hennessy Sustainable ETF, and we bear the risk that the Fund ’ s operating expenses may increase and lead to a reduction in our revenues from the fund.

For more information regarding competitive factors, see the “Competition” subheading in Item 1, “Business.” We may be unable to develop or acquire new products and the development of new products may expose us to reputational harm, additional costs, or operational risk.

For more information regarding competitive factors, see the “Competition” subheading in Item 1, “Business.” 21 Table of Contents We may be unable to develop or acquire new products and the development of new products may expose us to reputational harm, additional costs, or operational risk.

This is because we sought and received an exemptive order from the SEC in 2023 to operate under a manager of managers structure and subsequently obtained shareholder approval to implement such structure for the Hennessy Stance ESG ETF.

However, for the Hennessy Stance ESG ETF, we have the authority to appoint and replace unaffiliated sub‑advisors and to enter into and make material amendments to the related sub‑advisory agreements without shareholder approval.

However, for the Hennessy Sustainable ETF, we have the authority to appoint and replace unaffiliated sub‑advisors and to enter into and make material amendments to the related sub‑advisory agreements without shareholder approval.

Any interruption or termination of our sub‑advisory relationships, whether due to a change of control or any other circumstance, could affect our ability to market our sub‑advised funds and result in a reduction in assets under management, which would adversely affect our revenues.

During fiscal year 2024, our average assets under management was concentrated in the following five funds: (i) the Hennessy Cornerstone Mid Cap 30 Fund (27% of average assets under management); (ii) the Hennessy Focus Fund (18% of average assets under management); (iii) the Hennessy Gas Utility Fund (12% of average assets under management); (iv) the Hennessy Japan Fund (10% of average assets under management); and (v) the Hennessy Cornerstone Growth Fund (9% of average assets under management).

During fiscal year 2025, our average assets under management was concentrated in the following five funds: (i) the Hennessy Cornerstone Mid Cap 30 Fund (34% of average assets under management); (ii) the Hennessy Focus Fund (13% of average assets under management); (iii) Hennessy Cornerstone Growth Fund (12% of average assets under management); (iv) the Hennessy Gas Utility Fund (11% of average assets under management); and (v) the Hennessy Japan Fund (9% of average assets under management).

We are considered a small investment advisory company. Many competing companies are part of larger financial services companies that conduct business in more markets and have greater marketing, financial, technical, research, and distribution resources and other capabilities than we do.

These institutions range from small boutique firms to large financial services complexes. We are considered a small investment advisory company. Many competing companies are part of larger financial services companies that conduct business in more markets and have greater marketing, financial, technical, research, and distribution resources and other capabilities than we do.

In addition, while we strive to comply with the relevant laws and regulations, any failure to comply could result in regulatory investigations and penalties as well as negative publicity, which could materially adversely affect our business, results of operations, and financial condition.

While we strive to comply with applicable laws and regulations, any failure to do so could result in regulatory investigations, penalties, or negative publicity, any of which could materially adversely affect our business, results of operations, and financial condition.

Finally, cybersecurity and data privacy are high priorities for many regulators, and many jurisdictions have enacted laws and regulations in these areas. Enactment of privacy laws or regulations have, and may continue to, result in additional costs of compliance or litigation.

Finally, cybersecurity and data privacy are priorities for many regulators worldwide, and many jurisdictions have enacted laws and regulations in these areas. Compliance with evolving privacy laws and cybersecurity regulations has resulted, and may continue to result, in additional costs of compliance or potential litigation exposure.

The loss of services of any of our key personnel for any reason, combined with our inability to identify and retain a suitable replacement for such person, could have a material adverse effect on our business, results of operations, and financial condition.

Financial services professionals are in high demand, and we face significant competition for qualified employees. The loss of services of any of our key personnel for any reason, combined with our inability to identify and retain a suitable replacement for such person, could have a material adverse effect on our business, results of operations, and financial condition.

Consequently, our revenues followed a similar pattern of concentration: (a) the Hennessy Cornerstone Mid Cap 30 Fund (26% of total revenue); (b) the Hennessy Focus Fund (21% of total revenue); (c) the Hennessy Japan Fund (10% of total revenue); (d) the Hennessy Cornerstone Growth Fund (9% of total revenue); and (e) the Hennessy Cornerstone Value Fund (8% of total revenue).

Consequently, our revenues followed a similar pattern of concentration: (a) the Hennessy Cornerstone Mid Cap 30 Fund (33% of total revenue); (b) the Hennessy Focus Fund (16% of total revenue); (c) the Hennessy Cornerstone Growth Fund (12% of total revenue); (d) the Hennessy Japan Fund (10% of total revenue); and (e) the Hennessy Gas Utility Fund (7% of total revenue).

We depend on information technology, and any failures of or damage to, attack on or unauthorized access to our information technology systems or facilities, or those of third parties with which we do business, including as a result of cyber attacks, could result in significant limits on our ability to conduct our operations and activities, costs, and reputational damage.

Any failures of, damage to, attack on or unauthorized access to our systems or facilities, or those of third parties with whom we conduct business, including as a result of cyber ‑ attacks, could significantly limit our ability to conduct our operations effectively, increase our costs, and cause reputational damage.

We compete directly with numerous global and U.S. investment advisors, commercial banks, savings and loan associations, brokerage and investment banking firms, broker-dealers, insurance companies, and other financial institutions that often provide investment products with similar features and objectives to those we offer. These institutions range from small boutique firms to large financial services complexes.

The investment advisory industry is intensely competitive and new participants are continually entering the industry. We compete directly with numerous global and U.S. investment advisors, commercial banks, savings and loan associations, brokerage and investment banking firms, broker-dealers, insurance companies, and other financial institutions that often provide investment products with similar features and objectives to those we offer.

The termination or non-renewal of these agreements, or the renegotiation of the terms of these agreements in a manner detrimental to us, could result in a substantial reduction in revenues, which could have a material adverse effect on our business, results of operations, and financial condition. 28 Table of Contents The Hennessy Japan Fund and the Hennessy Japan Small Cap Fund invest in the Japanese stock market in yen, which involves foreign exchange and economic uncertainties.

The securities markets are inherently volatile and may be affected by factors beyond our control, including global economic conditions, industry trends, interest and inflation rate fluctuations, political factors, the imposition of economic sanctions, trade policies and tariffs, public health crises, natural disasters, geopolitical instability and war, including the invasion by Russia into Ukraine and the conflict between Israel and Hamas, as well as actions taken by other countries in response to such conflicts, and other factors that are difficult to predict.

This could, in theory, result in relatively low performance of the formula‑driven Hennessy Funds and adversely affect the net assets of such Hennessy Funds. A decrease in the net assets of the Hennessy Funds would adversely affect our revenues. Management contracts purchased by us are currently classified as an indefinite ‑ life asset subject to impairment analysis.

A decrease in the net assets of the Hennessy Funds would adversely affect our revenues. 27 Table of Contents Management contracts purchased by us are currently classified as an indefinite ‑ life asset subject to impairment analysis. The impairment analysis is based on subjective criteria, and an impairment loss could be recorded.

Any failure to maintain strong business relationships with these financial institutions and the consultant community due to any of the above-described factors would impair our ability to distribute the Hennessy Funds, which in turn would have a negative effect on our assets under management, revenues, and net income. 25 Table of Contents We depend on key personnel to manage our business, and the loss of any key person ’ s services, combined with our inability to identify and retain a suitable replacement for such person, could materially adversely affect us.

We have debt and may incur additional debt, which may increase the risk of investing in us and may harm our financial condition and results of operations.

A write-off, depending on the amount, could have operational risks and could have a significant impact on the value of our equity and our earnings per share. We have debt and may incur additional debt, which may increase the risk of investing in us and may harm our financial condition and results of operations.

Our success is largely dependent on the skills, experience, and performance of our key personnel. The business acumen, investment advisory expertise, and business relationships of our key personnel are critical elements in operating and expanding our business. Financial services professionals are in high demand, and we face significant competition for qualified employees.

Additionally, the cost to retain our key personnel could put pressure on our operating margins. Our success is largely dependent on the skills, experience, and performance of our key personnel. The business acumen, investment advisory expertise, and business relationships of our key personnel are critical elements in operating and expanding our business.

Although the management contract asset is not currently impaired, there is always a possibility of impairment in the future, which could require us to write off all or a portion of the asset. A write-off, depending on the amount, could have operational risks and could have a significant impact on the value of our equity and our earnings per share.

The impairment analysis is based on anticipated future cash flows, which are calculated based on assets under management. Although the management contract asset is not currently impaired, there is always a possibility of impairment in the future, which could require us to write off all or a portion of the asset.

As a result, our revenues could decline and our business, results of operations, and financial condition could be materially adversely affected. 22 Table of Contents We face intense competition in attracting investors and retaining net assets in the Hennessy Funds. The investment advisory industry is intensely competitive and new participants are continually entering the industry.

If we were unable to retain the assets of the Hennessy Funds held through financial institutions, our assets under management would be reduced. As a result, our revenues could decline and our business, results of operations, and financial condition could be materially adversely affected. We face intense competition in attracting investors and retaining net assets in the Hennessy Funds.

The impairment analysis is based on subjective criteria, and an impairment loss could be recorded. The management contracts we have purchased, an $82.3 million asset on the balance sheet as of the end of fiscal year 2024, are considered an intangible asset with an indefinite useful life.

The management contracts we have purchased, an $82.6 million asset on the balance sheet as of the end of fiscal year 2025, are considered an intangible asset with an indefinite useful life. Management reviews the indefinite life classification of our management contract asset each reporting period.

Management reviews the indefinite life classification of our management contract asset each reporting period. If the management contract asset is ever reclassified as an asset with a definite life, we would begin amortizing the management contracts over their remaining useful life.

If the management contract asset is ever reclassified as an asset with a definite life, we would begin amortizing the management contracts over their remaining useful life. If the management contract asset continues to be classified as an indefinite‑life asset, we will continue to periodically review the carrying value to determine if any impairment has occurred.

Removed

If we were unable to retain the assets of the Hennessy Funds held through financial institutions, our assets under management would be reduced.

Added

We may use artificial intelligence technologies in our business and operations, and challenges with effectively managing its use could harm our business and expose us to costly liability. The use of artificial intelligence technologies by us and others may exacerbate or create new and unpredictable competitive, operational, legal, and regulatory risks to our business.

Removed

We depend on key personnel to manage our business, and the loss of any key person ’ s services, combined with our inability to identify and retain a suitable replacement for such person, could materially adversely affect us. Additionally, the cost to retain our key personnel could put pressure on our operating margins.

Added

There is substantial uncertainty about the extent to which artificial intelligence technologies will result in dramatic changes throughout the world, and we may not be able to anticipate, prevent, mitigate, or remediate all of the potential risks, challenges, or impacts of such changes. These changes could potentially disrupt, among other things, our business model and operational processes.

Removed

If the management contract asset continues to be classified as an indefinite‑life asset, we will continue to periodically review the carrying value to determine if any impairment has occurred. The impairment analysis is based on anticipated future cash flows, which are calculated based on assets under management.

Added

Some of our competitors may incorporate artificial intelligence into their services or operational processes more quickly or more successfully than us, or more effectively use artificial intelligence to drive internal efficiencies or enhance services.

Added

If we are unable to adequately advance our capabilities in these areas, or do so at a slower pace than others in our industry, we may be at a competitive disadvantage. We may incorporate the use of artificial intelligence technologies into our services and operational processes.

Added

There are significant risks involved in developing and deploying artificial intelligence technologies, and there can be no assurance that the use of artificial intelligence technologies will enhance our services or be beneficial to our business, including our efficiency or profitability.

Added

Data that artificial intelligence applications utilize are likely to contain a degree of inaccuracy and error, which could result in flawed algorithms. This could reduce the effectiveness of artificial intelligence technologies and adversely impact us and our operations to the extent we rely on the work product of such technology in our operations.

Added

There is also a risk that artificial intelligence tools or applications may be misused or misappropriated by our employees. For example, an employee may input confidential information, including material non-public information or personally identifiable information, into artificial intelligence technologies, resulting in such information becoming part of a dataset that is accessible by third-party artificial intelligence applications and users.

Added

Such actions could subject us to legal and regulatory investigations or actions. Further, we may not be able to control how third-party artificial intelligence technologies that we choose to use are developed or maintained, or how data we input is used or disclosed, even where we have sought contractual protections with respect to these matters.

Added

The misuse or misappropriation of our data could have an adverse impact on our reputation and could subject us to legal and regulatory investigations or actions.

Added

In addition, artificial intelligence technologies are continuously evolving, and we may incur costs to adopt and deploy artificial intelligence technologies that could become obsolete earlier than expected, and there can be no assurance that we will realize the desired or anticipated benefits from artificial intelligence technologies.

Added

There is also uncertainty in the legal and regulatory landscape for artificial intelligence technologies and any laws, regulations, or industry standards adopted in response to the emergence of artificial intelligence technologies may be burdensome, could entail significant costs, and may restrict or impede our ability to successfully deploy artificial intelligence technologies efficiently and effectively.

Added

If material information security incidents occur in the future, we could experience financial losses, business disruptions, liability to the Hennessy Funds and their investors, regulatory intervention, or reputational damage, any of which could be material and could materially adversely affect our business, results of operations, and financial condition.

Added

The Hennessy Japan Fund and the Hennessy Japan Small Cap Fund invest in the Japanese stock market in yen, which involves foreign exchange and economic uncertainties.

Added

This could, in theory, result in relatively low performance of the formula‑driven Hennessy Funds and adversely affect the net assets of such Hennessy Funds.

Added

ITEM 1C. CYBERSECURITY We have policies and procedures for identifying, assessing, and managing material risks associated with cybersecurity threats.

Added

We seek to address cybersecurity risks through a comprehensive approach focused on preserving the confidentiality, security, and availability of the information that we collect and store by identifying, preventing, and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.

Added

We implement and maintain technical and physical safeguards and other organizational measures, including, for example, the use of antivirus software, intrusion prevention and detection systems, virtual private networks, firewalls, email security, link protection, the regular deployment of updates and patches as they become available, a general policy against providing access to our network to any third party (with the exception of our third‑party information technology vendor), the use of a third‑party service to conduct mandatory online training for all employees regarding identifying and mitigating cybersecurity risks, regular phishing testing, regular reviews of access to systems and networks, and routine monitoring of compliance with our written information security plan.

Added

We also maintain cybersecurity insurance that provides for certain protection against potential losses arising from a cybersecurity incident. We have an Information Technology committee that meets at least quarterly and includes members of our management team and compliance team.

Added

The members of the Information Technology committee have gained cybersecurity experience through years of training, internal and external discussions, and the development, implementation, and periodic evaluation of our cybersecurity policies.

Added

We have not experienced a material cybersecurity incident, any expenses we have incurred from cybersecurity breaches have been immaterial, and we are not aware of any cybersecurity incidents that are reasonably likely to materially affect our business.

Added

Our business strategy, results of operations and financial condition have not been materially affected by risks from cybersecurity threats, including as a result of previously identified cybersecurity incidents. However, future incidents could have a material and adverse impact on our business strategy, results of operations, or financial condition.

Added

For additional discussion of the risks posed by cybersecurity threats, see Item 1A, “Risk Factors.” Our Board of Directors oversees cybersecurity risk management as part of its general oversight function. The Company’s management team provides updates to the Board of Directors regarding cybersecurity as appropriate. 29 Table of Contents

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+0 added−0 removed2 unchanged

2024 filing

2025 filing

Biggest changeThe stock repurchases are presented in the following table for the three months ended September 30, 2024: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1) July 1-31, 2024 - $ - - 1,096,368 August 1-31, 2024 - - - 1,096,368 September 1-30, 2024 (2) 39,410 10.24 - 1,096,368 Total 39,410 $ 10.24 - 1,096,368 (1) We are authorized to purchase a maximum of 2,000,000 shares under our stock buyback program.

Biggest changeThe stock repurchases are presented in the following table for the three months ended September 30, 2025: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1) July 1-31, 2025 - $ - - 1,096,368 August 1-31, 2025 - - - 1,096,368 September 1-30, 2025 (2) 41,442 11.08 - 1,096,368 Total 41,442 $ 11.08 - 1,096,368 (1) We are authorized to purchase a maximum of 2,000,000 shares under our stock buyback program.

The equity compensation plan information required by Item 201(d) of Regulation S‑K is set forth in the “Equity Compensation Plan Information” subheading under Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” 32 Table of Contents PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS During fiscal year 2024, we repurchased shares underlying vested restricted stock units (“RSUs”) from employees to satisfy tax withholding obligations arising in connection with the vesting of RSUs.

The equity compensation plan information required by Item 201(d) of Regulation S‑K is set forth in the “Equity Compensation Plan Information” subheading under Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” 30 Table of Contents PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS During fiscal year 2025, we repurchased shares underlying vested restricted stock units (“RSUs”) from employees to satisfy tax withholding obligations arising in connection with the vesting of RSUs.

We did not repurchase any shares pursuant to the stock buyback program during the three months ended September 30, 2024. (2) The shares that we repurchased in September 2024 are not subject to a maximum per plan or program because we did not repurchase them pursuant to a plan or program.

We did not repurchase any shares pursuant to the stock buyback program during the three months ended September 30, 2025. (2) The shares that we repurchased in September 2025 are not subject to a maximum per plan or program because we did not repurchase them pursuant to a plan or program.

As of the end of fiscal year 2024, we had 119 holders of record of our common stock. In addition, there were 42 brokerage firm accounts that represent 1,997 additional individual shareholders for a total of 2,116 shareholders.

As of the end of fiscal year 2025, we had 116 holders of record of our common stock. In addition, there were 48 brokerage firm accounts that represent 2,034 additional individual shareholders for a total of 2,150 shareholders.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

48 edited+8 added−15 removed34 unchanged

2024 filing

2025 filing

Biggest changeThe 2026 Notes mature on December 31, 2026. 36 Table of Contents RESULTS OF OPERATIONS The following table sets forth items in the statements of income as dollar amounts and as percentages of total revenue: Fiscal Years Ended September 30, 2024 2023 Amounts Percent of Total Revenue Amounts Percent of Total Revenue (In thousands, except percentages) Revenue Investment advisory fees $ 27,524 92.8 % $ 22,090 92.0 % Shareholder service fees 2,122 7.2 1,930 8.0 Total revenue 29,646 100.0 24,020 100.0 Operating expenses Compensation and benefits 9,064 30.5 7,732 32.2 General and administrative 6,484 21.9 5,479 22.8 Fund distribution and other 818 2.8 486 2.0 Sub-advisory fees 4,169 14.1 3,759 15.6 Depreciation 244 0.8 230 1.0 Total operating expenses 20,779 70.1 17,686 73.6 Net operating income 8,867 29.9 6,334 26.4 Interest income (3,112 ) (10.5 ) (2,522 ) (10.5 ) Interest expense 2,275 7.7 2,256 9.4 Income before income tax expense 9,704 32.7 6,600 27.5 Income tax expense 2,607 8.8 1,829 7.6 Net income $ 7,097 23.9 % $ 4,771 19.9 % Revenue – Investment Advisory Fees and Shareholder Service Fees Total revenue comprises investment advisory fees and shareholder service fees.

Biggest changeThe 2026 Notes mature on December 31, 2026. 34 Table of Contents RESULTS OF OPERATIONS The following table sets forth items in the statements of income as dollar amounts and as percentages of total revenue: Fiscal Years Ended September 30, 2025 2024 Amounts Percent of Total Revenue Amounts Percent of Total Revenue (In thousands, except percentages) Revenue Investment advisory fees $ 33,174 93.3 % $ 27,524 92.8 % Shareholder service fees 2,364 6.7 2,122 7.2 Total revenue 35,538 100.0 29,646 100.0 Operating expenses Compensation and benefits 10,625 29.9 9,064 30.5 General and administrative 6,301 17.7 6,484 21.9 Fund distribution and other 1,030 2.9 818 2.8 Sub-advisory fees 4,147 11.7 4,169 14.1 Depreciation 290 0.8 244 0.8 Total operating expenses 22,393 63.0 20,779 70.1 Net operating income 13,145 37.0 8,867 29.9 Interest income (2,768 ) (7.8 ) (3,112 ) (10.5 ) Interest expense 2,293 6.5 2,275 7.7 Income before income tax expense 13,620 38.3 9,704 32.7 Income tax expense 3,660 10.3 2,607 8.8 Net income $ 9,960 28.0 % $ 7,097 23.9 % Revenue – Investment Advisory Fees and Shareholder Service Fees Total revenue comprises investment advisory fees and shareholder service fees.

Fund Distribution and Other Expense : The distribution component of fund distribution and other expense consists of fees paid to various financial institutions that offer the Hennessy Funds as potential investments to their clients.

The distribution component of fund distribution and other expense consists of fees paid to various financial institutions that offer the Hennessy Funds as potential investments to their clients.

The increase in net income was primarily due to increased average assets under management in the current period, which resulted in higher revenue and net operating income. 39 Table of Contents CRITICAL ACCOUNTING ESTIMATES AND POLICIES Our financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States, which require the use of estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented.

The increase in net income was primarily due to increased average assets under management in the current period, which resulted in higher revenue and net operating income. 37 Table of Contents CRITICAL ACCOUNTING ESTIMATES AND POLICIES Our financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States, which require the use of estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented.

The success of our business strategy may be influenced by the factors discussed in Item 1A, “Risk Factors.” All statements regarding our business strategy, as well as statements regarding market trends and risks and assumptions about changes in the marketplace, are forward‑looking by their nature. 33 Table of Contents OVERVIEW Our primary business activity is providing investment advisory services to a family of 16 open-end mutual funds and one ETF branded as the Hennessy Funds.

The success of our business strategy may be influenced by the factors discussed in Item 1A, “Risk Factors.” All statements regarding our business strategy, as well as statements regarding market trends and risks and assumptions about changes in the marketplace, are forward‑looking by their nature. 31 Table of Contents OVERVIEW Our primary business activity is providing investment advisory services to a family of 16 open-end mutual funds and one ETF branded as the Hennessy Funds.

In such cases, we pay the minimum fee. 38 Table of Contents The distribution component of fund distribution and other expenses is affected by many factors, including the following: ● average daily net assets held by financial institutions; ● the split of average daily net assets held by financial institutions in Institutional Class shares of the Hennessy Mutual Funds versus Investor Class shares of the Hennessy Mutual Funds; and ● fee minimums at various financial institutions.

In such cases, we pay the minimum fee. 36 Table of Contents The distribution component of fund distribution and other expenses is affected by many factors, including the following: ● average daily net assets held by financial institutions; ● the split of average daily net assets held by financial institutions in Institutional Class shares of the Hennessy Mutual Funds versus Investor Class shares of the Hennessy Mutual Funds; and ● fee minimums at various financial institutions.

Management anticipates that cash and other liquid assets on hand as of the end of fiscal year 2024 will be sufficient to meet our capital requirements for one year from the issuance date of this report, as well as our longer term capital requirements for periods beyond one year from the issuance date of this report.

Management anticipates that cash and other liquid assets on hand as of the end of fiscal year 2025 will be sufficient to meet our capital requirements for one year from the issuance date of this report, as well as our longer term capital requirements for periods beyond one year from the issuance date of this report.

The 2026 Notes are the principal liability on our balance sheet at $39.5 million, net of issuance costs. LIQUIDITY AND CAPITAL RESOURCES We continually review our capital requirements to ensure that we have funding available to support our business model.

The 2026 Notes are the principal liability on our balance sheet at $39.8 million, net of issuance costs. LIQUIDITY AND CAPITAL RESOURCES We continually review our capital requirements to ensure that we have funding available to support our business model.

RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS We reviewed accounting pronouncements issued between December 7, 2023, the filing date of our most recent previously filed Annual Report on Form 10-K, and December 11, 2024, the filing date of this Annual Report on Form 10-K, and are currently in the process of evaluating the impact of adoption on our financial position, results of operations, and disclosures.

RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS We reviewed accounting pronouncements issued between December 11, 2024, the filing date of our most recent previously filed Annual Report on Form 10-K, and December 3, 2025, the filing date of this Annual Report on Form 10-K, and are currently in the process of evaluating the impact of adoption on our financial position, results of operations, and disclosures.

If an entity determines that it is more likely than not that an indefinite‑lived intangible asset is impaired, then it must conduct an impairment analysis. We were able to forego the annual impairment analysis for fiscal year 2024 as the more-likely-than-not threshold was not met as of the end of fiscal year 2024.

If an entity determines that it is more likely than not that an indefinite‑lived intangible asset is impaired, then it must conduct an impairment analysis. We were able to forego the quantitative analysis for fiscal year 2025 as the more-likely-than-not threshold was not met as of the end of fiscal year 2025.

The Hennessy Mutual Funds, with the exception of the Hennessy Stance ESG ETF, may be purchased directly, and when purchased directly, we do not incur any such expense. These fees generally increase or decrease in line with the net assets of the Hennessy Funds held through these financial institutions, which are affected by inflows, outflows, and fund performance.

The Hennessy Mutual Funds, but not the Hennessy Sustainable ETF, may be purchased directly and when purchased directly, we do not incur any such expense. These fees generally increase or decrease in line with the net assets of the Hennessy Funds held through these financial institutions, which are affected by inflows, outflows, and fund performance.

The Hennessy Fund with the second largest average daily net assets for fiscal year 2024 was the Hennessy Focus Fund, with $645 million. We collect an investment advisory fee from the Hennessy Focus Fund at an annual rate of 0.90% of average daily net assets.

The Hennessy Fund with the second largest average daily net assets for fiscal year 2025 was the Hennessy Focus Fund, with $573 million. We collect an investment advisory fee from the Hennessy Focus Fund at an annual rate of 0.90% of average daily net assets.

We provide service to over 198,500 fund accounts nationwide, including accounts held by investors who employ financial advisors to assist them with investing as well as accounts held by retail investors who invest directly with us.

We provide service to over 183,000 fund accounts nationwide, including accounts held by investors who employ financial advisors to assist them with investing as well as accounts held by retail investors who invest directly with us.

The increase in cash used in financing activities of $0.2 million was due to repurchases of shares underlying vested restricted stock units (“RSUs”) from employees to satisfy tax withholding obligations arising in connection with the vesting of RSUs in the current period. Dividend Payments . We have consistently paid dividends each year since 2005.

The increase in cash used in financing activities of $0.1 million was due to repurchases of shares underlying RSUs from employees to satisfy tax withholding obligations arising in connection with the vesting of RSUs in the current period. Dividend Payments . We have consistently paid dividends each year since 2005.

We serve approximately 11,200 financial advisors who utilize the Hennessy Funds on behalf of their clients, including nearly 500 who purchased one of our Funds for the first time during fiscal year 2024. Approximately 18% of such advisors own two or more Hennessy Funds, and over 650 advisors hold a position of over $500,000.

We serve approximately 11,100 financial advisors who utilize the Hennessy Funds on behalf of their clients, including nearly 1,500 who purchased one of our Funds for the first time during fiscal year 2025. Approximately 17% of such advisors own two or more Hennessy Funds, and over 700 advisors hold a position of over $500,000.

The Hennessy Fund with the largest average daily net assets for fiscal year 2024 was the Hennessy Cornerstone Mid Cap 30 Fund, with $981 million. We collect an investment advisory fee from the Hennessy Cornerstone Mid Cap 30 Fund at an annual rate of 0.74% of average daily net assets.

The Hennessy Fund with the largest average daily net assets for fiscal year 2025 was the Hennessy Cornerstone Mid Cap 30 Fund, with $1.5 billion. We collect an investment advisory fee from the Hennessy Cornerstone Mid Cap 30 Fund at an annual rate of 0.74% of average daily net assets.

The increase in dollar value of compensation and benefits expense was due primarily to an increase in incentive-based compensation during fiscal year 2024. General and Administrative Expense : Comparing fiscal year 2023 to fiscal year 2024, general and administrative expense increased by 18.3% from $5.5 million to $6.5 million.

The increase in dollar value of compensation and benefits expense was due primarily to an increase in incentive-based compensation during fiscal year 2025. General and Administrative Expense : Comparing fiscal year 2024 to fiscal year 2025, general and administrative expense decreased by 2.8% from $6.5 million to $6.3 million.

The following table illustrates the year-by-year changes in our assets under management over the past three fiscal years: Fiscal Years Ended September 30, 2024 2023 2022 (In thousands) Beginning assets under management $ 3,032,042 $ 2,895,717 $ 4,065,922 Acquisition inflows 71,656 43,088 - Organic inflows 1,554,303 598,119 656,491 Redemptions (1,005,191 ) (915,397 ) (1,147,888 ) Market appreciation (depreciation) 989,553 410,515 (678,808 ) Ending assets under management $ 4,642,363 $ 3,032,042 $ 2,895,717 As stated above, the fees we receive for providing investment advisory and shareholder services are based on average assets under management.

The following table illustrates the year-by-year changes in our assets under management over the past three fiscal years: Fiscal Years Ended September 30, 2025 2024 2023 (In thousands) Beginning assets under management $ 4,642,363 $ 3,032,042 $ 2,895,717 Acquisition inflows - 71,656 43,088 Organic inflows 1,356,091 1,554,303 598,119 Redemptions (1,991,232 ) (1,005,191 ) (915,397 ) Market appreciation 237,546 989,553 410,515 Ending assets under management $ 4,244,768 $ 4,642,363 $ 3,032,042 As stated above, the fees we receive for providing investment advisory and shareholder services are based on average assets under management.

However, we pay a sub‑advisory fee at an annual rate of 0.29% to the fund’s sub‑advisor, which reduces the net operating profit contribution of the fund to our financial operations. 37 Table of Contents Total assets under management as of the end of fiscal year 2024 was $4.6 billion, an increase of $1.6 billion, or 53.1%, compared to the end of fiscal year 2023.

However, we pay a sub‑advisory fee at an annual rate of 0.29% to the fund’s sub‑advisor, which reduces the net operating profit contribution of the fund to our financial operations. 35 Table of Contents Total assets under management as of the end of fiscal year 2025 was $4.2 billion, a decrease of $0.40 billion, or 8.6%, compared to the end of fiscal year 2024.

Finally, all 16 Hennessy Funds with at least 10 years of operating history posted positive returns for both the 5-year and 10‑year periods ended September 30, 2024. 34 Table of Contents As always, we are committed to providing superior service to investors and employing a consistent and disciplined approach to investing based on a buy‑and‑hold philosophy that rejects the idea of market timing.

The longer‑term performance numbers remain strong, with all 16 Hennessy Funds with at least 10 years of operating history posting positive returns for both the 5-year and 10‑year periods ended September 30, 2025. 32 Table of Contents As always, we are committed to providing superior service to investors and employing a consistent and disciplined approach to investing based on a buy‑and‑hold philosophy that rejects the idea of market timing.

The primary sources of our revenues, liquidity, and cash flow are our investment advisory fees and shareholder service fees, which are based on, and generated by, our average assets under management. Our average assets under management for fiscal year 2024 was $3.7 billion. As of the end of fiscal year 2024, we had cash and cash equivalents of $63.9 million.

The primary sources of our revenues, liquidity, and cash flow are our investment advisory fees and shareholder service fees, which are based on, and generated by, our average assets under management. Our average assets under management for fiscal year 2025 was $4.5 billion. As of the end of fiscal year 2025, we had cash and cash equivalents of $72.4 million.

The amounts are included in the management contract asset, totaling $82.3 million as of the end of fiscal year 2024.

The amounts are included in the management contract asset, totaling $82.6 million as of the end of fiscal year 2025.

U.S. equities had strong, positive performance for the one‑year period ended September 30, 2024, with the S&P 500® Index returning 36.35% and the Dow Jones Industrial Average returning 28.85% for the period (on a total return basis). Equity prices advanced in anticipation of the Federal Reserve lowering its benchmark interest rate, which ultimately happened in September.

U.S. equities had strong, positive performance for the one‑year period ended September 30, 2025, with the S&P 500 ® Index returning 17.60% and the Dow Jones Industrial Average returning 11.50% for the period (on a total return basis). Equity prices advanced in anticipation of the Federal Reserve lowering its benchmark interest rate in September.

The following table shows average assets under management by share class over the past three fiscal years: Fiscal Years Ended September 30, 2024 2023 2022 (In thousands) Hennessy Mutual Funds Investor Class $ 2,121,824 $ 1,930,294 $ 2,199,250 Institutional Class 1,475,335 1,027,166 1,445,112 Hennessy Stance ESG ETF 89,784 34,230 - Average assets under management $ 3,686,943 $ 2,991,690 $ 3,644,362 The principal asset on our balance sheet, the management contract asset, represents the capitalized costs incurred in connection with the purchase of assets related to the management of investment funds.

The following table shows average assets under management by share class over the past three fiscal years: Fiscal Years Ended September 30, 2025 2024 2023 (In thousands) Hennessy Mutual Funds Investor Class $ 2,364,830 $ 2,121,824 $ 1,930,294 Institutional Class 2,021,341 1,475,335 1,027,166 Hennessy Sustainable ETF 96,043 89,784 34,230 Average assets under management $ 4,482,214 $ 3,686,943 $ 2,991,690 The principal asset on our balance sheet, the management contract asset, represents the capitalized costs incurred in connection with the purchase of assets related to the management of investment funds.

The following table summarizes key financial data relating to our liquidity and use of cash: Fiscal Years Ended September 30, 2024 2023 (In thousands) Net cash provided by operating activities $ 9,277 $ 7,134 Net cash used in investing activities (1,303 ) (819 ) Net cash used in financing activities (4,528 ) (4,326 ) Net increase in cash and cash equivalents $ 3,446 $ 1,989 The increase in cash provided by operating activities of $2.1 million was mainly due to increased net income in the current period.

The following table summarizes key financial data relating to our liquidity and use of cash: Fiscal Years Ended September 30, 2025 2024 (In thousands) Net cash provided by operating activities $ 13,792 $ 9,277 Net cash used in investing activities (627 ) (1,303 ) Net cash used in financing activities (4,656 ) (4,528 ) Net increase in cash and cash equivalents $ 8,509 $ 3,446 The increase in cash provided by operating activities of $4.6 million was mainly due to increased net income in the current period.

As the carrying amount of the 2026 Notes increases, the interest expense on the 2026 Notes for financial statement purposes also increases. Income Tax Expense Comparing fiscal year 2023 to fiscal year 2024, income tax expense increased by 42.5%, from $1.8 million to $2.6 million.

As the carrying amount of the 2026 Notes increases, the interest expense on the 2026 Notes for financial statement purposes also increases. Income Tax Expense Comparing fiscal year 2024 to fiscal year 2025, income tax expense increased by 40.4%, from $2.6 million to $3.7 million.

These annual rates range between 0.40% and 1.25% of average daily net assets. Average daily net assets of the Hennessy Funds for fiscal year 2024 was $3.7 billion, which represents an increase of $0.7 billion, or 23.2%, compared to fiscal year 2023.

These annual rates range between 0.40% and 1.25% of average daily net assets. Average daily net assets of the Hennessy Funds for fiscal year 2025 was $4.5 billion, which represents an increase of $0.8 billion, or 21.6%, compared to fiscal year 2024.

Compensation and Benefits Expense : Comparing fiscal year 2023 to fiscal year 2024, compensation and benefits expense increased by 17.2%, from $7.7 million to $9.1 million. As a percentage of total revenue, compensation and benefits expense decreased 1.7 percentage points to 30.5%.

Compensation and Benefits Expense : Comparing fiscal year 2024 to fiscal year 2025, compensation and benefits expense increased by 17.2%, from $9.1 million to $10.6 million. As a percentage of total revenue, compensation and benefits expense decreased 0.6 percentage points to 29.9%.

The increase in interest expense was due to the manner in which interest expense is calculated under U.S. GAAP. The issuance costs related to the 2026 Notes that have been capitalized are amortized over time and therefore increase the carrying amount of the 2026 Notes.

The increase in interest expense was due to the manner in which interest expense is calculated in accordance with accounting principles generally accepted in the United States. The issuance costs related to the 2026 Notes that have been capitalized are amortized over time and therefore increase the carrying amount of the 2026 Notes.

Operating Expenses Comparing fiscal year 2023 to fiscal year 2024, total operating expenses increased by 17.5%, from $17.7 million to $20.8 million. As a percentage of total revenue, total operating expenses decreased 3.5 percentage points to 70.1%. The increase in dollar value of operating expenses was primarily due to increases in compensation and benefits and general and administrative expenses.

Operating Expenses Comparing fiscal year 2024 to fiscal year 2025, total operating expenses increased by 7.8%, from $20.8 million to $22.4 million. As a percentage of total revenue, total operating expenses decreased 7.1 percentage points to 63.0%. The increase in dollar value of operating expenses was primarily due to increases in compensation and benefits and fund distribution and other expenses.

Comparing fiscal year 2024 to fiscal year 2023, total revenue increased by 23.4%, from $24.0 million to $29.6 million, investment advisory fees increased by 24.6%, from $22.1 million to $27.5 million, and shareholder service fees increased by 9.9%, from $1.9 million to $2.1 million.

Comparing fiscal year 2025 to fiscal year 2024, total revenue increased by 19.9%, from $29.6 million to $35.5 million, investment advisory fees increased by 20.5%, from $27.5 million to $33.2 million, and shareholder service fees increased by 11.4%, from $2.1 million to $2.4 million.

The Hennessy Funds with the three largest amounts of net inflows were as follows: Fiscal Year Ended September 30, 2024 Fund Name Amount Hennessy Cornerstone Mid Cap 30 Fund $ 564 million Hennessy Cornerstone Growth Fund $ 252 million Hennessy Japan Fund $ 29 million The Hennessy Funds with the three largest amounts of net outflows were as follows: Fiscal Year Ended September 30, 2024 Fund Name Amount Hennessy Focus Fund $ (95 ) million Hennessy Gas Utility Fund $ (81 ) million Hennessy Value Fund $ (28 ) million Redemptions as a percentage of assets under management decreased from an average of 2.5% per month during fiscal year 2023 to an average of 2.3% per month during fiscal year 2024.

The only Hennessy Fund with net inflows was as follows: Fiscal Year Ended September 30, 2025 Fund Name Amount Hennessy Midstream Fund $ 3 million The Hennessy Funds with the three largest amounts of net outflows were as follows: Fiscal Year Ended September 30, 2025 Fund Name Amount Hennessy Focus Fund $ (210 ) million Hennessy Mid Cap 30 Fund $ (202 ) million Hennessy Cornerstone Growth Fund $ (44 ) million Redemptions as a percentage of assets under management increased from an average of 2.3% per month during fiscal year 2024 to an average of 3.6% per month during fiscal year 2025.

We receive a unitary investment advisory fee from the Hennessy Stance ESG ETF and then pay all of its operating expenses (with limited exceptions), including fund administration, fund accounting, transfer agency, custody, licensing, audit, and tax services. Comparing fiscal year 2023 to fiscal year 2024, fund distribution and other expense increased by 68.3%, from $0.49 million to $0.82 million.

The other component of fund distribution and other expense consists of fees incurred by us for the operations of the Hennessy Sustainable ETF. We receive a unitary investment advisory fee from the Hennessy Sustainable ETF and then pay all of its operating expenses (with limited exceptions), including fund administration, fund accounting, transfer agency, custody, licensing, audit, and tax services.

Our total assets under management as of the end of fiscal year 2024 was $4.6 billion, an increase of $1.6 billion, or 53.1%, compared to the end of fiscal year 2023.

Our total assets under management as of the end of fiscal year 2025 was $4.2 billion, a decrease of $0.40 billion, or 8.6%, compared to the end of fiscal year 2024.

Interest Income Comparing fiscal year 2023 to fiscal year 2024, interest income increased from $2.52 million to $3.11 million. The increase was due to increased interest rates and increased principal balances. Interest Expense Comparing fiscal year 2023 to fiscal year 2024, interest expense increased by 0.8% from $2.26 million to $2.28 million.

The decrease was due to decreased interest rates, partly offset by increased principal balances. Interest Expense Comparing fiscal year 2024 to fiscal year 2025, interest expense increased by 0.8% from $2.28 million to $2.29 million.

As a percentage of total revenue, fund distribution and other expense increased 0.8 percentage points to 2.8%. The increase of fund distribution and other expense was due to increased average daily net assets of the Hennessy Mutual Funds, which in turn increases the fees we pay to financial institutions.

The increase of fund distribution and other expense was due to increased average daily net assets of the Hennessy Mutual Funds, which in turn increases the fees we pay to financial institutions. Sub-Advisory Fees Expense : Comparing fiscal year 2024 to fiscal year 2025, sub‑advisory fees expense decreased by 0.5%, from $4.2 million to $4.1 million.

Sub-Advisory Fees Expense : Comparing fiscal year 2023 to fiscal year 2024, sub‑advisory fees expense increased by 10.9%, from $3.8 million to $4.2 million. As a percentage of total revenue, sub‑advisory fees expense decreased 1.5 percentage points to 14.1%.

Comparing fiscal year 2024 to fiscal year 2025, fund distribution and other expense increased by 25.9%, from $0.8 million to $1.0 million. As a percentage of total revenue, fund distribution and other expense increased 0.1 percentage points to 2.9%.

The Japanese equity market increased 21.6% (in U.S. dollar terms) for the one‑year period ended September 30, 2024, as measured by the Tokyo Stock Price Index (TOPIX).

The Japanese equity market increased 17.73% (in U.S. dollar terms) for the one‑year period ended September 30, 2025, as measured by the Tokyo Stock Price Index (TOPIX). Strong performance has largely been the result of a weaker yen enhancing the competitiveness of Japan’s exports abroad.

Depreciation Expense : Comparing fiscal year 2023 to fiscal year 2024, depreciation expense increased by 6.1% from $0.23 million to $0.24 million due to additional fixed asset purchases. As a percentage of total revenue, depreciation expense decreased 0.2 percentage points to 0.8%.

As a percentage of total revenue, depreciation expense remained the same at 0.8% in both periods. The dollar value increase in depreciation expense was due to additional fixed asset purchases. Interest Income Comparing fiscal year 2024 to fiscal year 2025, interest income decreased from $3.1 million to $2.8 million.

The 2026 Notes bear interest at 4.875% per annum, payable on the last day of each calendar quarter and at maturity, beginning December 31, 2021.

On October 20, 2021, we completed a public offering of our 2026 Notes in the aggregate principal amount of $40.25 million, which included the full exercise of the underwriters’ overallotment option. The 2026 Notes bear interest at 4.875% per annum, payable on the last day of each calendar quarter and at maturity, beginning December 31, 2021.

(See Note 5 in Item 8, “Financial Statements and Supplementary Data.”) 35 Table of Contents On October 20, 2021, we completed a public offering of the 2026 Notes in the aggregate principal amount of $40.25 million, which included the full exercise of the underwriters’ overallotment option.

This increase is related to the costs associated with the definitive agreement signed with STF Management, LP in March 2025. 33 Table of Contents On October 20, 2021, we completed a public offering of the 2026 Notes in the aggregate principal amount of $40.25 million, which included the full exercise of the underwriters’ overallotment option.

The other component of fund distribution and other expense consists of fees incurred by us for the operations of the Hennessy Stance ESG ETF.

Fund Distribution and Other Expense : Fund distribution and other expense consists primarily of financial institution fees incurred by us for distribution of the Hennessy Funds and also for the operations of the Hennessy Sustainable ETF. Fund distribution and other expense does not include sub‑advisory fees, which are shown separately.

As of the end of fiscal year 2024, this asset had a net balance of $82.3 million, an increase of $1.0 million since the end of fiscal year 2023. This increase is related to the purchase of assets related to the management of two mutual funds previously managed by CCM that were reorganized into the Hennessy Stance ESG ETF.

As of the end of fiscal year 2025, this asset had a net balance of $82.6 million, an increase of $0.3 million since the end of fiscal year 2024.

As a percentage of total revenue, general and administrative expense decreased 0.9 percentage points to 21.9%.

As a percentage of total revenue, general and administrative expense decreased 4.2 percentage points to 17.7%. The decrease in general and administrative expense was primarily due to a decrease in professional services expense in the current period.

Total assets under management as of the end of fiscal year 2024 was $4.6 billion, an increase of $1.6 billion, or 53.1%, compared to the end of fiscal year 2023.

Total assets under management as of the end of fiscal year 2025 was $4.2 billion, a decrease of $0.40 billion, or 8.6%, compared to the end of fiscal year 2024. The decrease in total assets was attributable to net outflows from the Hennessy Funds, and was partly offset by market appreciation.

Net Income Comparing fiscal year 2023 to fiscal year 2024, net income increased by 48.8%, from $4.8 million to $7.1 million.

The increase in income tax expense was due to higher net operating income in the current period. Net Income Comparing fiscal year 2024 to fiscal year 2025, net income increased by 40.3%, from $7.1 million to $10.0 million.

The increase in cash used in investing activities of $0.5 million was due to the purchase of assets related to the management of two mutual funds previously managed by CCM that were reorganized into the Hennessy Stance ESG STF.

The decrease in cash used in investing activities of $0.6 million was due to costs related to the purchase of the CCM Funds in the prior year being greater than costs associated with the definitive agreement signed with STF Management, LP in the current year.

Our quarterly dividend rate remained constant during fiscal years 2024 and 2023, and our dividend payments totaled $4.2 million in each such fiscal year. 2026 Notes . On October 20, 2021, we completed a public offering of our 2026 Notes in the aggregate principal amount of $40.25 million, which included the full exercise of the underwriters’ overallotment option.

Our quarterly dividend rate per share remained constant during fiscal years 2025 and 2024, and our dividend payments totaled $4.3 million and $4.2 million in fiscal years 2025 and 2024, respectively. 2026 Notes .

The increase in total assets was attributable to market appreciation, net inflows of the Hennessy Funds, and the purchase of assets related to the management of two mutual funds previously managed by CCM that were reorganized into the Hennessy Stance ESG ETF.

The decrease in total assets was attributable to net outflows from the Hennessy Funds, partly offset by market appreciation.

Removed

Further, the markets have appeared to continue pricing in the prospect of several more rate cuts over the next year as market participants have appeared to continue to view recent inflation data in a favorable light.

Added

Further, the markets, according to Bloomberg, are pricing in roughly two rate cuts in 2025 and four rate cuts by the end of 2026. While inflation remains above the Federal Reserve’s 2% target, the market seems to be comfortable with underlying economic fundamentals.

Removed

While lower short-term interest rates have propelled the market higher, a strong second quarter earnings season and the expectation of a reasonably robust third quarter earnings season seem to have given investors increased confidence that the economy is on firm footing. According to Bloomberg, consensus estimates call for the economy to grow 2.6% in 2024.

Added

Based on expected third quarter earnings for companies in the S&P 500, the market is projecting, according to FactSet Earnings Insight, strong revenue growth and even stronger earnings growth for S&P 500 companies.

Removed

While that rate is slightly behind last year’s growth rate of 2.9%, we believe it is nonetheless a stronger rate than many had predicted at the beginning of the year. Yields on long-term U.S. bonds decreased meaningfully during the one‑year period ended September 30, 2024, as the Federal Reserve has started to lower its benchmark interest rate.

Added

The prospect of strong margins, driven by pricing power and expense controls, has likely provided relief to market participants that are concerned over the prospect of slowing economic growth. Yields on long-term U.S. bonds increased during the one‑year period ended September 30, 2025, as inflation continues to hover above the Federal Reserve’s target inflation rate of 2%.

Removed

After the rate cut in September 2024, investors appear to have continued to price in further reductions in interest rates. According to Bloomberg, the market is currently pricing in nearly two more rate cuts by the end of the year and roughly six rate cuts by the end of 2025.

Added

Despite this, investors appear to have started to increasingly focus on softer economic and employment data to support the belief that the Federal Reserve will continue to be more accommodative over the next year. The August employment report indicated that the unemployment rate climbed to 4.3%, which is near a four-year high.

Removed

Recent inflation data seems to have calmed the nerves of investors who feared that inflation would continue to be a headwind. Inflation data released for September 2024 indicated that consumer prices increased 2.4% from a year earlier, compared to 2.5% in August 2024, according to the Labor Department.

Added

ADP Research estimated a loss of 32,000 private sector jobs last month and Carlyle Group’s “shadow” labor report shows similar weakness in employment trends. While expected real GDP growth for 2025 was recently revised up to 1.8%, according to Bloomberg, it is nonetheless well off the nearly 3% year-over-year growth seen in 2023 and 2024.

Removed

The 2.4% rate is the smallest annual increase since February 2021 and now only modestly above the Federal Reserve’s stated goal of 2.0% inflation. For the one‑year period ended September 30, 2024, 10-year U.S. Treasury Note yields fell from approximately 4.57% to 3.78%.

Added

Foreign capital inflows, buoyed by an increased emphasis on shareholder friendly corporate governance efforts have helped as well. Reforms aimed at improving capital efficiency among corporations have raised investor expectations of increased public company returns. Against this positive equity performance backdrop, all 17 Hennessy Funds posted positive returns for the one‑year and three-year periods ended September 30, 2025.

Removed

In our view, business sentiment in Japan remains strong, with the Bank of Japan stating that it expects large companies to increase capital spending by 10.6% in the current fiscal year through March 2025.

Added

As a percentage of total revenue, sub‑advisory fees expense decreased 2.4 percentage points to 11.7%. The decrease in sub‑advisory fees expense was due to a decrease in average daily net assets of the sub‑advised Hennessy Funds. Depreciation Expense : Comparing fiscal year 2024 to fiscal year 2025, depreciation expense increased by 18.9% from $0.2 million to $0.3 million.

Removed

Bank of Japan Governor Kazuo Ueda has said that the central bank will continue to raise interest rates as long as business conditions remain strong, which is expected to help keep inflation under control around 2.0%. Against this positive equity performance backdrop, all 17 Hennessy Funds posted positive returns for the one‑year period ended September 30, 2024.

Added

See Note 1(k) of the Notes to Financial Statements for a discussion of recently issued and adopted accounting standards. 38 Table of Contents

Removed

The longer‑term performance numbers remain strong, with 15 of the Hennessy Funds posting positive returns for the three-year period ended September 30, 2024.

Removed

The dollar value increase in general and administrative expense was primarily due to increases in sales and distribution expenses (not including fees paid to various financial institutions that offer the Hennessy Funds as potential investments to their clients, which are reflected in “Fund Distribution and Other Expense”), as well as professional services expenses, in the current period.

Removed

Additionally, fund distribution and other expense increased due to the additional expenses relating to the Hennessy Stance ESG ETF resulting from the purchase of assets related to the management of the two mutual funds previously managed by CCM that were reorganized into the Hennessy Stance ESG ETF.

Removed

The dollar value increase in sub‑advisory fees expense was due to an increase in average daily net assets of the sub‑advised Hennessy Funds, with an additional increase due to the expense associated with new sub‑advisory relationships relating to the Hennessy Stance ESG ETF that began in December 2022.

Removed

The increase in income tax expense was due to higher net operating income in the current period, partially offset by a lower effective income tax rate in the current period. The lower effective tax rate in the current period is due to an increased tax benefit in the current period due to restricted stock vesting at a higher share price.

Removed

There have been no other significant changes to our critical accounting policies and estimates during fiscal year 2024. 40 Table of Contents

Top changes in HENNESSY ADVISORS INC's 2025 10-K

Item 1. Business

Item 1A. Risk Factors

Item 5. Market for Registrant's Common Equity

Item 7. Management's Discussion & Analysis

Other HNNAZ 10-K year-over-year comparisons