Diamond Hill Investment Group Inc.

04/17/2026 | Press release | Distributed by Public on 04/17/2026 14:40

Regulation FD Disclosure (Form 8-K)

Item 7.01. Regulation FD Disclosure.

As previously disclosed, 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 will be the surviving corporation as a wholly owned subsidiary of Purchaser.

On April 17, 2026, following meetings of the shareholders of the Diamond Hill Funds and the Diamond Hill Securitized Credit Fund to approve new investment management agreements with Diamond Hill Capital Management, Inc., an Ohio corporation, the Company has obtained the requisite consent of more than 78% of its clients (based on revenue run-rate) to the completion of the Merger. All regulatory approvals necessary for the completion of the Merger were previously received, and the Company's shareholders approved the Merger at a special meeting held on March 3, 2026. Accordingly, the Company has satisfied all conditions necessary for the completion of the Merger (other than conditions that by their nature are to be satisfied at the closing of the Merger, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the closing of the Merger), and the parties intend to close the Merger on April 22, 2026.

The information in this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the 1934 Act.

Diamond Hill Investment Group Inc. published this content on April 17, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 17, 2026 at 20:40 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]