Diamond Hill Investment Group Inc 8-K Filing

FAQ

Key Financial Figures

• $175.00 — be converted into the right to receive $175.00 in cash without interest (the " Merger
• $18,000,000 — d to pay Purchaser a termination fee of $18,000,000 (the " Company Termination Fee ") if th
• $9,000,000 — t-Off Date, the termination fee will be $9,000,000. The foregoing description of the Merg

Filing Documents

• dp238605_8k.htm (8-K) — 66KB
• dp238605_ex0201.htm (EX-2.1) — 694KB
• dp238605_ex9901.htm (EX-99.1) — 14KB
• dp238605_ex9902.htm (EX-99.2) — 14KB
• dp238605_ex9903.htm (EX-99.3) — 25KB
• 0000950103-25-015986.txt ( ) — 1161KB
• dhil-20251210.xsd (EX-101.SCH) — 3KB
• dhil-20251210_lab.xml (EX-101.LAB) — 33KB
• dhil-20251210_pre.xml (EX-101.PRE) — 22KB
• dp238605_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. Agreement and Plan of Merger Overview On December 10, 2025, Diamond Hill Investment Group, Inc., an Ohio corporation (the " Company "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") with First Eagle Investment Management, LLC, a Delaware limited liability company (" Purchaser "), and Soar Christopher Holdings, Inc., an Ohio corporation and a wholly owned subsidiary of Purchaser (" Merger Sub "). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the " Merger "), whereupon the separate existence of Merger Sub will cease, and the Company surviving will be the surviving corporation as a wholly owned subsidiary of Purchaser . Merger Consideration Pursuant to the Merger Agreement, at the effective time of the Merger (the " Effective Time "), each issued and outstanding share of the Company's common stock, without par value (the " Company Common Shares " and each, a " Company Common Share ") (including each Company Restricted Share (as defined below), but excluding any Company Common Shares that are held by Purchaser, Merger Sub or any other subsidiary of Purchaser or the Company or any Company Common Shares as to which appraisal rights have been properly exercised in accordance with Ohio law), will automatically be converted into the right to receive $175.00 in cash without interest (the " Merger Consideration "), stock of the Company, without par value, outstanding immediately prior to the Effective Time will automatically be canceled and retired for no consideration and will cease to exist. Financing of the Merger Purchaser expects to fund the Merger Consideration with cash on hand and amounts available under its existing credit facilities. The receipt of financing by

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. Executive Severance / Non-Solicitation Agreements In connection with the announcement of the transaction with Purchaser, Heather Brilliant, the Company's Chief Executive Officer, and Jo Ann Quinif, the Company's President and Chief Client Officer, have each entered into letter agreements with Purchaser, pursuant to which they agreed, effective upon the closing of the Merger, to extend the employee non-solicitation restrictions included in their existing employment agreements by one year relative to the existing duration, and to expand the scope of the customer non-solicitation restrictions included in their existing employment agreements, in exchange for additional severance equal to one year of their respective base salary (in addition to their other contractual severance benefits), payable upon each officer's termination of employment without cause or resignation for good reason in connection with the transaction. The foregoing description of letter agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the letter agreements, which are filed as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K and are incorporated by reference herein. Press Release On December 11, 2025, the Company and Purchaser issued a joint press release announcing the entry into the Merger Agreement. The press release is attached to this Current Report on Form 8-K as Exhibit 99.3 and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " 1934 Act "), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the 1934 Act.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1* Merger Agreement, dated December 10, 2025, among Diamond Hill Investment Group, Inc., First Eagle Investment Management, LLC and Soar Christopher Holdings, Inc. 99.1 Executive Severance/Non-Solicitation Letter Agreement, dated December 10, 2026, by and between First Eagle Investment Management, LLC and Heather Brilliant. 99.2 Executive Severance/Non-Solicitation Letter Agreement, dated December 10, 2026, by and between First Eagle Investment Management, LLC and Jo Ann Quinif. 99.3 Joint Press Release, dated December 11, 2025. 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted annexes, schedules and exhibits upon request by the SEC.

Forward-Looking Statements

Forward-Looking Statements This communication, the documents incorporated herein by reference and statements, whether oral or written, made from time to time by representatives of the Company, may contain or incorporate "forward-looking statements" within the meaning of federal securities laws. Forward-looking statements include, but are not limited to, statements regarding anticipated operating results, prospects and levels of assets under management, technological developments, economic trends (including interest rates and market volatility), expected transactions and similar matters. These forward-looking "can have," "believe," "expect," "aim," "anticipate," "target," "goal," "project," "assume," "budget," "potential," "estimate," "guidance," "forecast," "outlook," "would," "will," "continue," "likely," "should," "hope," "seek," "plan," "intend," and variations of such words and similar expressions. Similarly, descriptions of the Company's objectives, strategies, plans, goals, or targets are also forward-looking statements. Such forward-looking statements include but are not limited to statements about the proposed Merger, including the expected timetable for completing the Merger and statements that are not historical facts.

Forward-looking statements are based on the Company's

Forward-looking statements are based on the Company's expectations at the time such statements are made, speak only as of the dates they are made and are susceptible to a number of risks, uncertainties and other factors. While the Company believes that the assumptions underlying its forward-looking statements are reasonable, investors are cautioned that any of the assumptions could prove to be inaccurate and, accordingly, the Company's actual results and experiences may differ materially from the anticipated results or other expectations expressed in its forward-looking statements. Factors that may cause the Company's actual results or experiences to differ materially from results discussed in forward-looking statements include, but are not limited to the factors discussed in the section entitled "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, each as filed with the Securities and Exchange Commission (" SEC "), and any factors discussed in the section entitled "Risk Factors" in any of our subsequently filed SEC filings, and the following: (i) the occurrence of any event, change, or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive transaction agreement between the Company and Purchaser, including in circumstances requiring the Company to pay a termination fee; (ii) potential litigation relating to the Merger that could be instituted against the parties to the definitive transaction agreement or their respective directors or officers, including the effects of any outcomes related thereto; (iii) the possibility that the Merger does not close when expected or at all because required regulatory, shareholder, or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all; (iv) reputational risk

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 11, 2025 DIAMOND HILL INVESTMENT GROUP, INC. By: /s/ Thomas E. Line Thomas E. Line, Chief Financial Officer and Treasurer

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