Diamond Hill director disposes shares at $175 merger price

Diamond Hill Investment Group director Gordon B. Fowler reported a disposition of common shares to the issuer in connection with the company’s acquisition.

Rhea-AI Filing Summary

Diamond Hill Investment Group director Gordon B. Fowler reported a disposition of common shares to the issuer in connection with the company’s acquisition. On April 22, 2026, he disposed of 7,713 common shares at $175.00 per share in an issuer transaction, leaving him with no directly held shares.

Under the merger agreement among Diamond Hill Investment Group, First Eagle Investment Management, LLC, and Soar Christopher Holdings, each outstanding common share was canceled and converted into the right to receive $175.00 in cash without interest. Restricted stock granted under the company’s 2014, 2022, and 2025 Equity and Cash Incentive Plans was also canceled and converted into the right to receive $175.00 in cash without interest.

Insider Trade Summary

Disposition: 7,713 shares

Disposition 1 txn

Insider Fowler Gordon B

Role Director

Type	Security	Shares	Price	Value
Disposition	Common	7,713	$175.00	$1.35M

Holdings After Transaction: Common — 0 shares (Direct)

Footnotes (2)

1. F1. On April 22, 2026, the Company was acquired by First Eagle Investment Management, LLC pursuant to that certain Agreement and Plan of Merger, dated as of December 10, 2025 (the "Merger Agreement"), among Diamond Hill Investment Group, Inc., First Eagle Investment Management, LLC, and Soar Christopher Holdings, Inc.
2. F2. Pursuant to the Merger Agreement, upon the consummation of the merger, each issued and outstanding share of the Company's common stock was canceled and converted into the right to receive $175.00 in cash without interest. In addition, each share of restricted stock that was granted under the Company's 2014 Equity and Cash Incentive Plan, 2022 Equity and Cash Incentive Plan, and 2025 Equity and Cash Incentive Plan that was outstanding immediately prior to the consummation of the merger was canceled and converted into the right to receive $175.00 in cash without interest.

Key Figures

Director shares disposed: 7,713 shares Disposition price: $175.00 per share Merger cash consideration: $175.00 per share +1 more

4 metrics

Director shares disposed 7,713 shares Common shares disposed to issuer on April 22, 2026

Disposition price $175.00 per share Price for 7,713 common shares in issuer disposition

Merger cash consideration $175.00 per share Each outstanding common share converted to cash at merger

Post-transaction holdings 0 shares Total common shares held directly after transaction

Key Terms

Agreement and Plan of Merger, disposition to issuer, restricted stock, Equity and Cash Incentive Plan

4 terms

Agreement and Plan of Merger regulatory

"pursuant to that certain Agreement and Plan of Merger, dated as of December 10, 2025"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

restricted stock financial

"each share of restricted stock that was granted under the Company's 2014 Equity and Cash Incentive Plan"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Equity and Cash Incentive Plan financial

"2014 Equity and Cash Incentive Plan, 2022 Equity and Cash Incentive Plan, and 2025 Equity and Cash Incentive Plan"

FAQ

What insider transaction did Gordon B. Fowler report at DIAMOND HILL (DHIL)?

Gordon B. Fowler reported a disposition to the issuer of 7,713 common shares at $175.00 per share on April 22, 2026. This transaction was tied to the completion of Diamond Hill’s merger and left him with no directly held common shares.

How was DIAMOND HILL (DHIL) common stock treated in the First Eagle merger?

At merger closing, each issued and outstanding Diamond Hill common share was canceled and converted into the right to receive $175.00 in cash, without interest. This applied to every outstanding share as of the consummation of the merger under the Agreement and Plan of Merger.

What happened to DIAMOND HILL (DHIL) restricted stock awards in the merger?

Each outstanding restricted stock share granted under Diamond Hill’s 2014, 2022, and 2025 Equity and Cash Incentive Plans was canceled and converted into the right to receive $175.00 in cash, without interest, immediately upon completion of the merger transaction.

Who acquired DIAMOND HILL INVESTMENT GROUP INC (DHIL)?

Diamond Hill was acquired by First Eagle Investment Management, LLC pursuant to an Agreement and Plan of Merger dated December 10, 2025. The merger also involved Soar Christopher Holdings, Inc. as a party to the transaction structure.

Did Gordon B. Fowler retain any DIAMOND HILL (DHIL) common shares after the merger transaction?

Following the reported disposition, Gordon B. Fowler’s directly held common shares were shown as 0 shares. His 7,713 common shares were disposed of to the issuer at $175.00 per share in connection with the merger’s cash consideration structure.

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Accepted by SEC EDGAR 04/22/2026 - 04:45 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fowler Gordon B

(Last) (First) (Middle)

325 JOHN H. MCCONNELL BLVD.

SUITE 200

(Street)

COLUMBUS OHIO 43215

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
DIAMOND HILL INVESTMENT GROUP INC [ DHIL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common	04/22/2026		D(1)		7,713(2)	D	$175	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On April 22, 2026, the Company was acquired by First Eagle Investment Management, LLC pursuant to that certain Agreement and Plan of Merger, dated as of December 10, 2025 (the "Merger Agreement"), among Diamond Hill Investment Group, Inc., First Eagle Investment Management, LLC, and Soar Christopher Holdings, Inc.

2. Pursuant to the Merger Agreement, upon the consummation of the merger, each issued and outstanding share of the Company's common stock was canceled and converted into the right to receive $175.00 in cash without interest. In addition, each share of restricted stock that was granted under the Company's 2014 Equity and Cash Incentive Plan, 2022 Equity and Cash Incentive Plan, and 2025 Equity and Cash Incentive Plan that was outstanding immediately prior to the consummation of the merger was canceled and converted into the right to receive $175.00 in cash without interest.

	Carlotta D. King by POA	04/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)