Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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 surviving will be the surviving corporation as a wholly-owned subsidiary of Purchaser.

The Merger is expected to close by the third quarter of 2026, subject to the satisfaction or waiver of customary closing conditions, including approval of the Company's shareholders, receipt of the requisite client consents based on revenue run rate and receipt of regulatory approvals (the "Closing").

On January 28, 2026, in connection with Thomas E. Line's role as the Chief Financial Officer of the Company and in consideration of his commitment to the Company as it works towards the Closing and the ongoing operation of the Company's business, the Compensation Committee of the Board of Directors of the Company approved a cash retention bonus award to Mr. Line, in an amount equal to $500,000 (the "Retention Bonus"), pursuant to a retention bonus award agreement (the "Retention Bonus Award Agreement"). The Retention Bonus will vest in two equal installments upon: (i) the Closing, and (ii) the six-month anniversary of the Closing, subject to his continued employment by the Company through each of the applicable vesting dates. If Mr. Line's employment is terminated by the Company, Purchaser or their applicable affiliates without "cause", or if he resigns for "good reason" prior to the applicable vesting date, the full amount of the Retention Bonus will be payable as soon as administratively practicable following his termination date, subject to his timely execution and non-revocation of a separation agreement and a release of claims in favor of the Company, Purchaser and their affiliates.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Retention Bonus Award Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.