Diamond Hill (DHIL) CEO fully cashed out as First Eagle merger pays $175 per share

Rhea-AI Filing Summary

Diamond Hill Investment Group Chief Executive Officer Heather E. Brilliant reported dispositions of company stock tied to the completion of its merger with First Eagle Investment Management, LLC. On April 22, 2026, 66,680 directly held common shares and 473 shares held through a 401(k) were disposed of to the issuer. According to the merger agreement, each share of common stock and each share of restricted stock outstanding immediately before the merger was canceled and converted into the right to receive $175.00 in cash per share, without interest, as Diamond Hill was acquired.

Insights

Equity corporate actions analyst

CEO’s Form 4 reflects cash-out of all shares upon Diamond Hill’s sale.

The filing shows CEO Heather E. Brilliant disposed of both direct and 401(k) holdings as part of Diamond Hill’s acquisition by First Eagle Investment Management. Code D indicates a disposition to the issuer, consistent with a merger closing rather than open-market trading.

Each common and restricted share was canceled and converted into the right to receive $175.00 in cash. With total shares following the transactions at zero, this Form 4 documents the CEO’s full equity cash-out under the merger terms, while derivative positions are absent in this filing.

The key reference point is the merger agreement dated December 10, 2025, which governs the $175.00-per-share consideration paid when the transaction closed on April 22, 2026. Subsequent filings may provide additional context on post-merger structure at First Eagle.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider BRILLIANT HEATHER E

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Disposition	Common	66,680	$175.00	$11.67M
Disposition	Common	473	$175.00	$83K

Holdings After Transaction: Common — 0 shares (Direct, null); Common — 0 shares (Indirect, By 401K)

Footnotes (1)

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. 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

Direct common shares disposed: 66,680 shares 401(k) shares disposed: 473 shares Cash consideration per share: $175.00 per share +1 more

4 metrics

Direct common shares disposed 66,680 shares Issuer disposition on April 22, 2026

401(k) shares disposed 473 shares Issuer disposition via 401(k) on April 22, 2026

Cash consideration per share $175.00 per share Merger consideration for each common and restricted share

Total dispose transactions 2 transactions Non-derivative dispositions coded D to issuer

Key Terms

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

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.

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"

disposition to issuer financial

"transaction_code_description: "Disposition to issuer""

Form 4 Insider Transactions: What Each Field Means →

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^*

BRILLIANT HEATHER E

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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)		66,680(2)	D	$175	0	D
Common	04/22/2026		D(1)		473(2)	D	$175	0	I	By 401K

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)

FAQ

What insider transaction did DHIL CEO Heather Brilliant report on April 22, 2026?

Heather E. Brilliant reported disposing of all her Diamond Hill common stock as a disposition to the issuer. The transaction occurred when the company was acquired, and all reported holdings were converted into cash under the merger terms.

How many Diamond Hill (DHIL) shares did the CEO dispose of in this Form 4?

The CEO disposed of 66,680 directly held common shares and 473 shares held through a 401(k). After these issuer dispositions, the Form 4 shows a remaining balance of zero shares for both positions, reflecting a full equity cash-out.

What cash consideration per share did Diamond Hill (DHIL) stockholders receive in the merger?

Each issued and outstanding share of Diamond Hill common stock was canceled and converted into the right to receive $175.00 in cash, without interest. The same $175.00-per-share cash consideration applied to each outstanding restricted stock share immediately before the merger closed.

Which company acquired Diamond Hill Investment Group (DHIL) according to this Form 4?

Diamond Hill Investment Group was acquired by First Eagle Investment Management, LLC. The transaction occurred under an Agreement and Plan of Merger among Diamond Hill, First Eagle, and Soar Christopher Holdings, Inc., dated December 10, 2025, and consummated April 22, 2026.

How were restricted stock awards of Diamond Hill (DHIL) treated in the merger?

Each restricted stock share granted under Diamond Hill’s 2014, 2022, and 2025 Equity and Cash Incentive Plans was canceled at closing. Every such restricted share converted into the right to receive $175.00 in cash, without interest, mirroring the consideration for common stock.

Does this Form 4 show any remaining derivative or option positions for the DHIL CEO?

The filing’s derivative section is empty, indicating no remaining derivative positions such as options or similar securities are reported. The transactions and totals reflect the cash-out of common and 401(k) shares upon completion of the merger at $175.00 per share.