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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
March 3, 2026
Diamond Hill Investment Group, Inc.
(Exact name of registrant as specified in its
charter)
| Ohio |
000-24498 |
65-0190407 |
| (State or Other Jurisdiction |
(Commission |
(I.R.S. Employer |
| of Incorporation) |
File Number) |
Identification No.) |
325 John H. McConnell Blvd, Suite 200
Columbus, Ohio 43215
(Address of Principal Executive Offices) (Zip
Code)
Registrant’s Telephone Number, Including
Area Code: (614) 255-3333
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common shares, no par value |
|
DHIL |
|
The Nasdaq Stock Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 3, 2026, Diamond Hill Investment Group,
Inc., an Ohio corporation (the “Company” or “Diamond Hill”), convened a special meeting of shareholders (the “Special
Meeting”) to consider and vote upon certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”),
dated as of December 10, 2025, among the Company, 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. Upon the closing of the Merger, the Company will no longer be publicly held, and the Company’s common shares, without
par value (the “Common Shares”), will be delisted from the Nasdaq Stock Market and deregistered under the Securities Exchange
Act of 1934, as amended.
As of the close of business
on January 27, 2026, the record date for the Special Meeting (the “Record Date”), there were 2,705,580 Common Shares outstanding
and owned by Diamond Hill shareholders. As of the Record Date, there were no Diamond Hill preferred shares outstanding. At the Special
Meeting, the holders of 1,916,147 Common Shares were present or represented by proxy, representing approximately 70.82% of the total outstanding
Common Shares as of the Record Date, which constituted a quorum.
At the Special Meeting,
the following proposals were voted upon (each of which is described in greater detail in the definitive proxy statement filed by the Company
with the Securities and Exchange Commission (the “SEC”) on January 28, 2026 (the “Proxy Statement”)):
Proposal
1 – The Merger Agreement Proposal: To adopt the Merger Agreement.
Proposal
2 – The Merger-Related Compensation Proposal: To approve, on a non-binding, advisory basis, the compensation that may be paid
or become payable by Diamond Hill to its named executive officers that is based on or otherwise relates to the Merger.
For each proposal, each
holder of Common Shares was entitled to one vote for each outstanding Common Share owned on the Record Date. Each proposal was approved
by the requisite vote of the Company’s shareholders. Because a quorum of shareholders entitled to vote at the Special Meeting was
present or represented by proxy and Proposal 1 was approved, the adjournment proposal described in the Proxy Statement was not submitted
to the Company’s shareholders for approval at the Special Meeting. A summary of the voting results for each proposal is set forth
below.
Proposal 1 – The Merger Agreement
Proposal
| Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
| 1,911,619 |
|
3,201 |
|
1,327 |
|
0 |
Proposal 2 – The Merger-Related Compensation
Proposal
| Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
| 1,744,220 |
|
144,799 |
|
27,128 |
|
0 |
The Merger is expected to close in the second quarter of 2026, subject
to the satisfaction or waiver of the remaining customary closing conditions, including receipt of the requisite client consents based
on revenue run-rate.
Item 8.01 Other Events.
On March 3, 2026, the Company issued a press release announcing the
results of the Special Meeting. A copy of the press release is filed as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
|
Description |
| 99.1 |
|
Press Release, dated March 3, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document). |
Forward-Looking Statements
This Form 8-K, 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 statements
may include, without limitation, any statements preceded by, followed by or including words such as “may,” “could,”
“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
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, 2025, as filed with the 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 and potential adverse reactions of clients, employees or other business partners and the businesses generally,
including those resulting from the announcement of the Merger, including any resulting reduction in the Company’s AUM or AUA and
the withdrawal, renegotiation or termination of any investment advisory agreements; (v) the risk that any announcements relating to the
Merger could have adverse effects on the market price of the Company Common Shares; (vi) significant transaction costs associated with
the Merger; and (vii) the diversion of management’s attention and time from ongoing business operations and opportunities on Merger-related
matters.
Forward-looking statements attributable to the
Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above and in the Company’s
other public documents on file with the SEC. New risks and uncertainties arise from time to time, and factors that the Company currently
deems immaterial may become material, and it is impossible for the Company to predict these events or how they may affect it. The Company
undertakes no obligation to update any forward-looking statements after the date they are made, whether as a result of new information,
future events, changes in its expectations or developments or otherwise, except as required by law, although it may do so from time to
time. The Company does not endorse any projections regarding future performance that may be made by third parties.
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: March 3, 2026 |
|
DIAMOND HILL INVESTMENT GROUP, INC. |
| |
|
|
| |
By: |
/s/ Thomas E. Line |
| |
|
Thomas E. Line, Chief Financial Officer and Treasurer |
| |
|
|
Exhibit 99.1
Diamond Hill Announces Shareholder Approval
of First Eagle Transaction
COLUMBUS, OH and NEW YORK, NY, March 3 2026 –
Diamond Hill Investment Group, Inc. (NASDAQ:DHIL) (“Diamond Hill” or the “Company”), an investment management
firm known for its valuation-driven principles, long-term perspective, capacity discipline and client alignment, today announced that
the Company has obtained all requisite shareholder approvals in connection with the proposed acquisition by First Eagle Investment Management,
LLC ("First Eagle"). The Company will disclose the final, certified voting results on a Form 8-K with the U.S. Securities and
Exchange Commission.
As previously announced, the proposed transaction is expected to close
in the second quarter of 2026, subject to the satisfaction of remaining conditions to the closing of the Merger under the Merger Agreement,
including the receipt of the requisite client consents based on revenue run-rate. Upon completion of the transaction, the Company will
become a wholly-owned subsidiary of First Eagle and its common shares will no longer be traded on the Nasdaq.
Advisors
Broadhaven Capital Partners is serving as financial advisor, Davis
Polk & Wardwell LLP and Vorys, Sater, Seymour & Pease LLP are serving as legal advisors, and FGS Global is serving as strategic
communications advisor to Diamond Hill in connection with the transaction. UBS Investment Bank is serving as financial advisor and Willkie
Farr & Gallagher LLP is serving as legal advisor to First Eagle in connection with the transaction.
About First Eagle Investments
First Eagle is an independent, privately owned investment management
firm headquartered in New York, with approximately $181 billion in AUM as of December 31, 2025. First Eagle focuses on active, fundamental,
and benchmark-agnostic investing across equity, fixed income, alternative credit, and multi-asset strategies, with a strong emphasis on
downside mitigation. Upon completion of the Merger, the Company is expected to continue to operate as a wholly-owned subsidiary of First
Eagle.
About Diamond Hill Investment Group
Diamond
Hill invests on behalf of clients through a shared commitment to its valuation-driven investment principles, long-term perspective, capacity
discipline and client alignment. An independent active asset manager with significant employee ownership, Diamond Hill's investment strategies
include differentiated U.S. and international equity, alternative long-short equity and fixed income. As of December 31, 2025, Diamond
Hill's assets under management and assets under advisement totaled $31.0 billion. For more information visit www.diamond-hill.com.
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
statements may include, without limitation, any statements preceded by, followed by or including words such as “may,” “could,”
“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
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, 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 and potential adverse reactions of clients, employees or
other business partners and the businesses generally, including those resulting from the announcement of the Merger, including any resulting
reduction in the Company’s AUM or AUA and the withdrawal, renegotiation or termination of any investment advisory agreements; (v)
the risk that any announcements relating to the Merger could have adverse effects on the market price of the Company Common Shares; (vi)
significant transaction costs associated with the Merger; and (vii) the diversion of management’s attention and time from ongoing
business operations and opportunities on Merger-related matters.
Forward-looking statements attributable to the
Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above and in the Company’s
other public documents on file with the SEC. New risks and uncertainties arise from time to time, and factors that the Company currently
deems immaterial may become material, and it is impossible for the Company to predict these events or how they may affect it. The Company
undertakes no obligation to update any forward-looking statements after the date they are made, whether as a result of new information,
future events, changes in its expectations or developments or otherwise, except as required by law, although it may do so from time to
time. The Company does not endorse any projections regarding future performance that may be made by third parties.
