First Eagle acquires Diamond Hill (Nasdaq: DHIL) in $175 cash-per-share take-private
Rhea-AI Filing Summary
Diamond Hill Investment Group, Inc. completed its merger with First Eagle Investment Management, LLC, with shareholders receiving $175.00 per common share in cash, subject to tax withholding. Diamond Hill became a wholly owned subsidiary of First Eagle, and its common shares ceased trading on Nasdaq on April 22, 2026.
The company plans to deregister its shares and suspend public reporting. All restricted stock vested and was cashed out at the same per-share price. Diamond Hill’s former directors resigned, and Merger Sub’s directors and officers assumed leadership. Pro forma for the deal, First Eagle’s assets under management and advisement were about $213 billion as of March 31, 2026, including approximately $27 billion from Diamond Hill.
Positive
- None.
Negative
- None.
Insights
Diamond Hill is taken private at a fixed cash price and delisted.
The transaction converts all Diamond Hill equity into cash at $175.00 per share, ending its status as a standalone public company. Ownership transfers to First Eagle Investment Management, which funds the acquisition with cash and debt, indicating a traditional leveraged take-private structure.
Following the merger, Diamond Hill’s Nasdaq listing is removed and a Form 15 is planned to terminate Exchange Act registration, eliminating periodic public reporting. Pro forma assets under management reach about $213 billion as of March 31, 2026, combining First Eagle’s $186 billion and Diamond Hill’s $27 billion. Actual long-term impact depends on integration and client retention.
8-K Event Classification
Key Figures
Key Terms
Merger Consideration financial
change in control financial
Form 15 regulatory
assets under management financial
downside mitigation financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File Number) | Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including
Area Code: (
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 | ||
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. ☐
| Introduction |
On April 22, 2026, pursuant to the previously announced Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 10, 2025, among Diamond Hill Investment Group, Inc., an Ohio corporation (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”), Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Purchaser.
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 (“Company Common Shares” and each, a “Company Common Share”) (including each Company Restricted Share (as defined below), but excluding any Company Common Shares held by Purchaser, Merger Sub or any other subsidiary of Purchaser or the Company and any Company Common Shares as to which appraisal rights have been properly exercised in accordance with Ohio law), was canceled and retired and converted into the right to receive $175.00 per share in cash, without interest and subject to deduction for any required tax withholding (the “Merger Consideration”). Aside from the Company Common Shares, there were no other classes or series of the Company’s stock outstanding at the Effective Time.
Effective as of immediately prior to the Effective Time, the restrictions on each then-outstanding restricted Company Common Share that was subject to vesting or forfeiture granted under the Company’s 2014 Equity and Cash Incentive Plan, 2022 Equity and Cash Incentive Plan, and 2025 Equity and Cash Incentive Plan, (each, as amended from time to time, a “Company Stock Plan,” and each such restricted share, a “Company Restricted Share”) lapsed, and each Company Restricted Share was treated at the Effective Time the same as, and had the same rights and was subject to the same conditions as, each outstanding Company Common Share not subject to any restrictions, subject to any withholding taxes required by applicable law.
The foregoing description of the Merger Agreement and the transactions contemplated thereby, including the Merger, does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1, to this Current Report on Form 8-K and incorporated herein by reference.
| Item 1.02. | Termination of a Material Definitive Agreement. |
Concurrently with the closing of the Merger, the Company discharged all obligations and terminated all credit commitments, security interests and other liens outstanding under that certain Credit
Agreement, dated as of March 19, 2019 (as amended, amended and restated, modified, supplemented or waived from time to time), by and among the Company, Diamond Hill Capital Management, Inc., an Ohio corporation, and The Huntington National Bank, a national banking association.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The information set forth in the Introduction and Item 1.02 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The information set forth in the Introduction of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
In connection with the consummation of the Merger, the Company requested that the Nasdaq Global Select Market (“Nasdaq”) suspend trading of Company Common Shares on Nasdaq and remove Company Common Shares from listing on Nasdaq, in each case, prior to the opening of the market on April 22, 2026. The Company also requested that Nasdaq file a notification of removal from listing of Company Common Shares on Form 25 with the SEC. As a result, no Company Common Shares will be listed on Nasdaq.
The Company intends to file Form 15 with the SEC to terminate the registration of Company Common Shares under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and suspend the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act following the effectiveness of such Form 25.
| Item 3.03. | Material Modification to Rights of Security Holders. |
The information set forth in Item 1.02, Item 2.01, Item 3.01, Item 5.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
At the Effective Time, each holder of Company Common Shares immediately prior to the Effective Time ceased to have any rights as a Company shareholder other than the right to receive the Merger Consideration pursuant to the Merger Agreement.
| Item 5.01. | Changes in Control of Registrant. |
The information set forth in the Introduction, Item 1.02, Item 2.01, Item 3.01, Item 3.03, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the Merger, a change in control of the Company occurred, and the Company is now a wholly-owned subsidiary of Purchaser. Purchaser obtained the funds necessary to fund the Merger through a combination of cash on hand and debt financing.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As of the Effective Time and as a result of the completion of the Merger, the directors of Merger Sub became the sole directors of the Company. Accordingly, as of the Effective Time and in accordance with the Merger Agreement, the following persons, constituting all the directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “Board”) and the committees of the Board on which they served, if any, immediately prior to the Effective Time: Heather E. Brilliant, Richard S. Cooley, Gordon B. Fowler, Austin Hawley, Paula R. Meyer, Diane C. Nordin, Nicole R. St. Pierre and L’Quentus Thomas.
Additionally, as of the Effective Time and as a result of the completion of the Merger, the officers of Merger Sub became the sole officers of the Company.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth in Item 1.02, Item 2.01, Item 3.03, Item 5.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Pursuant to the Merger Agreement, at the Effective Time, the articles of incorporation of the Company were amended and restated and, as so amended and restated, shall be the articles of incorporation of the Company until further amended. In addition, the code of regulations of Merger Sub in effect at the Effective Time became the code of regulations of the Company (except that references to the name of Merger Sub were replaced by reference to the name of the Company). Copies of the Company’s amended and restated articles of incorporation and code of regulations are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 5.03.
| Item 8.01. | Other Events. |
On April 22, 2026, Purchaser and the Company issued a press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.
| Item 9.01. | Exhibits. |
(d) Exhibits.
|
Exhibit Number |
Description | |
| 2.1 |
Agreement and Plan of Merger, dated as of December 10, 2025, among Diamond Hill Investment Group, Inc., First Eagle Investment Management, LLC, and Soar Christopher Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Diamond Hill Investment Group, Inc. 8-K (File No. 000-24498) filed on December 11, 2025).* | |
| 3.1 | Amended and Restated Articles of Incorporation of Diamond Hill Investment Group, Inc., dated April 22, 2026. | |
| 3.2 |
Amended and Restated Code of Regulations of Diamond Hill Investment Group, Inc., dated April 22, 2026. | |
| 99.1 | Press Release, dated April 22, 2026. | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
______________
| * | Schedules and similar attachments have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or similar attachment will be furnished to the Securities and Exchange Commission upon request. |
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: April 22, 2026 | DIAMOND HILL INVESTMENT GROUP, INC. | |
| By: | /s/ David P. O’Connor | |
| David P. O’Connor, General Counsel and Secretary | ||
Exhibit 99.1
 |
—Press Release—
First Eagle Investments Completes Acquisition
of Diamond Hill
Investment Group
Acquisition expands First Eagle’s footprint in traditional fixed income while complementing existing equity franchises.
Heather Brilliant will continue to lead Diamond Hill while assuming newly created role of Chief Operating Officer of First Eagle.
New York, NY and Columbus, OH, April 22, 2026—First Eagle Investments (“First Eagle”) today announced that it has completed the previously announced acquisition of Diamond Hill Investment Group, Inc. (Nasdaq: DHIL) (“Diamond Hill” or “Company”), a boutique investment management firm with a long-term, valuation-driven approach across multiple asset classes. The acquisition was first announced on December 11, 2025, and approved by Diamond Hill shareholders on March 3, 2026. Details of the transaction can be found below.
An independent, privately owned, fundamentally driven investment management firm, First Eagle’s investment capabilities span equity, fixed income, alternative credit and multi-asset categories. The acquisition of Diamond Hill markedly increases its footprint in traditional fixed income, which has been an area of significant growth for Diamond Hill in recent years. In addition, Diamond Hill’s US-focused multi-cap equity platform represents a strong complement to First Eagle’s existing Global Value and Small Cap franchises. Pro forma for the transaction, First Eagle’s total assets under management and assets under advisement were approximately $213 billion as of March 31, 2026.
“Serving clients is our primary purpose at First Eagle, and it drives our commitment to delivering differentiated investment solutions and exceptional service,” said Mehdi Mahmud, President and Chief Executive Officer of First Eagle. “Our acquisition of Diamond Hill brings together two firms with deeply rooted investment disciplines and a shared focus on clients’ long-term success. The combination preserves the distinct strengths of each organization while better positioning us to meet the evolving needs of clients.”
As a First Eagle Investments company, Diamond Hill will maintain its location in Columbus, Ohio, and there will be no changes to its investment philosophy or process. Heather Brilliant, who had been Chief Executive Officer, will continue to lead Diamond Hill while also assuming the newly created role of Chief Operating Officer of First Eagle. In this capacity, Brilliant will work closely with Mahmud to advance the firm’s organic and inorganic growth initiatives, and oversee its public markets operations and technology platform, its business optimization and integration efforts, and human resources.
“Heather is an exceptional leader with a proven ability to scale investment platforms while maintaining a strong investment culture,” said Mahmud. “Her expanded role reflects the importance of this integration and our confidence in her ability to help lead First Eagle’s next phase of growth.”
“As we begin this next chapter, our focus is on executing a thoughtful integration while building on the strengths of both organizations,” said Brilliant. “First Eagle’s global platform and resources combined with Diamond Hill’s consistent investment approach create a strong foundation for continued growth. The alignment between our teams positions us to move forward with clarity and discipline as we execute on our strategic priorities while continuing to deliver for our clients.”
Transaction Details
As previously announced, under the terms of the merger agreement, Diamond Hill shareholders are entitled to receive $175.00 per share in cash. With the completion of the transaction, Diamond Hill’s common shares have ceased trading
1
and will no longer be listed on the Nasdaq exchange. Diamond Hill will maintain its location in Columbus, with no changes to its investment philosophy or process.
Advisors
Broadhaven Capital Partners served as financial advisor, Davis Polk & Wardwell LLP and Vorys, Sater, Seymour & Pease LLP served as legal advisors, and FGS Global served as strategic communications advisor to Diamond Hill in connection with the transaction. UBS Investment Bank served as financial advisor and Willkie Farr & Gallagher LLP served as legal advisor to First Eagle in connection with the transaction.
About First Eagle Investments
First Eagle Investments is an independent, privately owned investment management firm headquartered in New York with approximately $186 billion in assets under management as of March 31, 2026. Dedicated to providing prudent stewardship of client assets, the firm focuses on active, fundamental and benchmark-agnostic investing, with a strong emphasis on downside mitigation. With a heritage dating back to 1864, First Eagle strives to help clients avoid permanent impairment of capital and earn attractive returns through widely varied economic cycles. The firm’s investment capabilities include equity, fixed income, alternative credit and multi-asset strategies. For more information, please visit www.firsteagle.com.
About Diamond Hill Investment Group
Diamond Hill, a First Eagle Investments company, invests on behalf of clients through a shared commitment to its valuation-driven investment principles, long-term perspective, capacity discipline and client alignment. Diamond Hill's investment strategies include differentiated US and international equity, alternative long-short equity and fixed income. As of March 31, 2026, Diamond Hill's assets under management and assets under advisement totaled approximately $27 billion. For more information visit www.diamond-hill.com.
Total AUM shown in the first section above is pro forma to include the acquisition of Diamond Hill Capital Management, which closed on April 22, 2026. All figures related to assets under management (AUM) are preliminary figures based on management’s estimates and as such are subject to change. Some offerings may not be available in all jurisdictions. The total AUM listed above in the section entitled About First Eagle Investments represents the combined AUM and assets under advisement of First Eagle Investment Management, LLC, First Eagle Separate Account Management, LLC, Napier Park Global Capital (Napier Park), Regatta Loan Management (RLM, an advisory affiliate of Napier Park), Napier Park CMV (CMV, an advisory affiliate of Napier Park), First Eagle Alternative Credit (FEAC) as of 31-Mar-2026. It includes $3.6 billion in committed/non-fee-paying capital from Napier Park, inclusive of assets managed by RLM and CMV, and $0.9 billion in committed/non-fee-paying capital from FEAC. For CLO warehouses, AUM represents maximum commitment (loan par value).
Private equity funds indirectly controlled by Genstar Capital, as well as certain co-investors, indirectly own a majority stake in First Eagle Investment Management, LLC.
First Eagle Investments is the brand name for First Eagle Investment Management, LLC and its subsidiary investment advisers. First Eagle Alternative Credit and Napier Park are brand names for the two subsidiary investment advisers engaged in the alternative credit business.
Media Contacts
First Eagle Investments
Pholida Barclay
212-698-3208
pholida.barclay@firsteagle.com
Prosek Partners (on behalf of First Eagle)
Bea Broderick
2
212-279-3115
pro-firsteagle@firsteagle.com
Diamond Hill
FGS Global
212-687-8080
DiamondHill@fgsglobal.com
3