HENNESSY DANIEL J 4

What Happened
Daniel J. Hennessy, Chairman and CEO of Hennessy Capital Investment Corp. VIII and reported as a 10% owner, was involved in two acquisitions reported on Form 4. On Feb 6, 2026, 671,000 Class A ordinary shares were purchased at $10.00 each for a total of $6,710,000. On Feb 4, 2026, 1,782,086 shares were reported as acquired for $0.00 (derivative shares), reflecting issuance/ownership of Class B ordinary shares or related rights.

Key Details

• Transaction dates and prices:
  • 2026-02-06: Purchase (P) — 671,000 Class A shares @ $10.00 = $6,710,000. (Footnote F1: these Class A shares are included in 671,000 private placement units purchased by Sponsor.)
  • 2026-02-04: Other acquisition (J) — 1,782,086 shares @ $0.00 (derivative/issuance; $0 consideration).
• Total shares reported in this filing: 2,453,086 shares (671,000 Class A + 1,782,086 Class B/derivative).
• Shares owned after transaction: The filing shows these securities are held of record by HC VIII Sponsor LLC (the Sponsor); it does not provide a separate single post-transaction beneficial-ownership total for Mr. Hennessy. (Footnote F2: Sponsor is record holder; Hennessy is a managing member of the Sponsor and may be deemed to share beneficial ownership but disclaims ownership where no pecuniary interest exists.)
• Notable footnotes:
  • F1: The 671,000 Class A shares come from private placement units; each unit includes one Class A share plus a right to receive 1/12 of a Class A upon a business combination.
  • F3/F4: Class B ordinary shares convert one-for-one into Class A shares at the time of the initial business combination (or earlier at holder’s option); some Class B shares were issued via a share dividend.
• Filing timeliness: Form filed 2026-02-09 for transactions on Feb 4 and Feb 6; the filing does not indicate a late-filed status in the provided information.

Context
The zero-price (J-code) acquisition reflects derivative or founder-class shares (Class B) commonly issued to SPAC sponsors and convertible into Class A shares upon an initial business combination. Because the reported securities are held by the Sponsor entity and Mr. Hennessy is a managing member, these transactions reflect sponsor-level ownership changes rather than a straightforward personal open-market trade. Purchases by sponsors or insiders can be informative to investors, but this filing is a record of ownership/issuance events and does not explain motivations.