Item 5.02(d) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 1, 2021, the Board of Directors (the "Board") of Hennessy Advisors, Inc. (the "Company") increased the size of the Board to 10 members and elected Lydia Knight-O'Riordan as a director to fill the vacancy on the Board, effective December 1, 2021. Ms. Knight-O'Riordan will serve until the annual meeting of shareholders to be held in 2022 and until her successor is duly elected and qualified. The Board has determined that Ms. Knight-O'Riordan is independent within the meaning of Nasdaq Marketplace Rule 5606(a)(2).

Ms. Knight-O'Riordan will receive compensation as a non-management director in accordance with the Company's non-management director compensation practices as described in the section titled "Corporate Governance Practices-Director Compensation" of the Company's Annual Meeting Proxy Statement filed with the Securities and Exchange Commission from time to time.

The Company issued a press release announcing Ms. Knight-O'Riordan's election to the Board. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01.Financial Statements and Exhibits

The exhibit listed in the exhibit index below is furnished under Item 2.02 of this Current Report on Form 8-K.

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