Diamond Hill (DHIL) director exits stake as $175-per-share First Eagle merger closes

Rhea-AI Filing Summary

Diamond Hill Investment Group director Richard Scott Cooley disposed of his common shares as part of the company’s sale. On April 22, 2026, Diamond Hill was acquired by First Eagle Investment Management, LLC under a previously signed Merger Agreement. Each outstanding share of Diamond Hill common stock, including Cooley’s 13,829 shares, was canceled and converted into the right to receive $175.00 in cash without interest. The filing shows Cooley’s holdings in this security dropped to zero following the merger closing, reflecting a disposition to the issuer rather than an open-market trade.

The same $175.00 cash treatment applied to each share of restricted stock granted under Diamond Hill’s 2014, 2022, and 2025 Equity and Cash Incentive Plans that remained outstanding immediately before the merger was completed.

Insights

Equity analyst

Form 4 confirms Diamond Hill’s cash sale closing at $175 per share.

This filing shows the practical effect of Diamond Hill Investment Group’s merger with First Eagle Investment Management on director Richard Scott Cooley’s holdings. His 13,829 common shares were canceled and turned into a cash right at $175.00 per share, leaving no remaining position in this security.

The transaction is coded as a disposition to the issuer, meaning it stems from the merger mechanics, not an open-market sale. The footnotes also state that each outstanding share of common stock and restricted stock under the 2014, 2022, and 2025 equity plans received the same $175.00 cash consideration upon closing on April 22, 2026. This confirms the agreed merger terms were fully executed for equity holders.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Cooley Richard Scott

Role null

Type	Security	Shares	Price	Value
Disposition	Common	13,829	$175.00	$2.42M

Holdings After Transaction: Common — 0 shares (Direct, null)

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

Shares disposed: 13,829 shares Cash consideration per share: $175.00 per share Post-transaction holdings: 0 shares +2 more

5 metrics

Shares disposed 13,829 shares Common stock canceled in merger for director Cooley

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

Post-transaction holdings 0 shares Cooley’s Diamond Hill common stock after merger closing

Merger agreement date December 10, 2025 Date of Agreement and Plan of Merger

Merger closing date April 22, 2026 Date Diamond Hill was acquired by First Eagle

Key Terms

Agreement and Plan of Merger, Merger Agreement, restricted stock, Equity and Cash Incentive Plan, +1 more

5 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.

Merger Agreement regulatory

"Pursuant to the Merger Agreement, upon the consummation of the merger"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

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

"Company's 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^*

Cooley Richard Scott

(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)		13,829(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)

FAQ

What did the Diamond Hill (DHIL) Form 4 report for Richard Scott Cooley?

The Form 4 reports that director Richard Scott Cooley’s 13,829 Diamond Hill common shares were disposed of in a merger-related transaction. Each share was canceled and converted into the right to receive $175.00 in cash, leaving him with zero shares of this security afterward.

How was Diamond Hill (DHIL) common stock treated in the First Eagle acquisition?

Each issued and outstanding Diamond Hill common share was canceled in the merger and converted into the right to receive $175.00 in cash without interest. This applied uniformly to all common shareholders when the acquisition by First Eagle Investment Management closed on April 22, 2026.

What happened to Richard Scott Cooley’s share ownership after the DHIL merger?

After the merger closed, Richard Scott Cooley’s reported holdings in Diamond Hill common stock became zero. His 13,829 shares were canceled and exchanged for a cash right of $175.00 per share, reflecting a disposition to the issuer rather than a market sale.

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

Each outstanding Diamond Hill restricted share under the 2014, 2022, and 2025 Equity and Cash Incentive Plans was canceled at closing. In its place, holders received the right to a cash payment of $175.00 per restricted share, mirroring the consideration for common stock.

When was the Diamond Hill (DHIL) merger agreement with First Eagle signed and completed?

The Agreement and Plan of Merger between Diamond Hill, First Eagle Investment Management, and Soar Christopher Holdings was dated December 10, 2025. The merger was consummated on April 22, 2026, when all outstanding shares were canceled and converted into cash rights at $175.00.

What transaction code is used for Cooley’s DHIL Form 4 entry and what does it mean?

The Form 4 uses transaction code “D” for Cooley’s entry, described as a disposition to the issuer. This indicates his 13,829 common shares were surrendered as part of the merger process, rather than being bought or sold on the open market or through a discretionary trade.