[8-K] Diamond Hill Investment Group Reports Material Event

Rhea-AI Filing Summary

Textron Inc. (TXT) Form 4: EVP & CHRO Julie G. Duffy executed and immediately sold shares related to two option grants on 25 Jul 2025. She exercised 6,260 options at $49.58 (grant exp. Mar 2027) and 22,283 options at $40.60 (grant exp. Mar 2030), then sold the exact share counts in the open market at weighted-average prices of $79.3978 and $79.3627, respectively. Gross sale proceeds total roughly $2.27 million versus an aggregate exercise cost of about $1.21 million, producing an estimated pretax gain of ~$1.06 million.

Duffy also reported a gift of 585 shares. After all transactions, her direct beneficial ownership declined from 43,884 to 37,039 common shares and the two option positions are now fully exercised, leaving no remaining derivatives from those grants.

Positive

• None.

Negative

• Executive reduced direct holdings by 6,845 shares after fully liquidating shares obtained from option exercises, which some investors may view as a modest negative sentiment signal.

Insights

Securities Analyst

TL;DR – Routine option exercise and sale; minor ownership reduction, limited fundamental impact.

The filing shows a classic same-day exercise-and-sell transaction: the executive monetised soon-to-expire options, covering strike costs and capturing a ~$1 million gain. While the 28,543-share sale equates to ~0.02% of Textron’s float, insider sales can signal reduced personal exposure; however, the executive still retains 37,039 shares and the sale appears tied to compensation realisation rather than policy commentary. No new options were granted and no change to corporate outlook is implied, making the event neutral for valuation models. Liquidity impact is negligible and no compliance red-flags arise.

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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): July 29, 2025

DIAMOND HILL INVESTMENT GROUP, INC.

(Exact name of registrant as specified in its charter)

Ohio

000-24498

65-0190407

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer 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

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 Stock, 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 2.02    Results of Operations and Financial Condition.

On July 29, 2025, Diamond Hill Investment Group, Inc. (the “Company”) issued a press release reporting its results of operations for the fiscal quarter ended June 30, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, unless the Company specifically states that the information is to be considered filed under the Exchange Act or incorporates the information by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended. By furnishing the information in this Form 8-K and the attached exhibit, the Company is making no admission as to the materiality of any information in this Form 8-K or the exhibit.

Item 9.01     Financial Statements and Exhibits

Exhibit No.						Description
99.1						Earnings release issued by the Registrant dated July 29, 2025.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DIAMOND HILL INVESTMENT GROUP, INC.

Date:

July 29, 2025

By:

/s/ Thomas E. Line

Thomas E. Line, Chief Financial Officer and Treasurer

FAQ

How many Textron (TXT) shares did EVP Julie G. Duffy sell?

She sold 28,543 common shares on 25 Jul 2025.

What prices were the Textron shares sold for?

Weighted-average sale prices were $79.3978 for 6,260 shares and $79.3627 for 22,283 shares.

Which stock options were exercised in this Form 4?

Options for 6,260 shares at $49.58 (exp. 03/01/2027) and 22,283 shares at $40.60 (exp. 03/01/2030).

How many Textron shares does the executive now own?

Post-transaction, Duffy directly owns 37,039 common shares.

Did the executive retain any unexercised options after these transactions?

No. The two reported option grants are now fully exercised, leaving zero derivatives from those grants.