Director cashed out as Diamond Hill sold for $175

Diamond Hill Investment Group director Austin Hawley reported a disposition of shares tied to the company’s sale.

Rhea-AI Filing Summary

Diamond Hill Investment Group director Austin Hawley reported a disposition of shares tied to the company’s sale. On April 22, 2026, Diamond Hill was acquired by First Eagle Investment Management under a merger agreement with Soar Christopher Holdings.

In connection with the merger closing, all issued and outstanding common shares, including 77,469 shares held by Hawley, were canceled and converted into the right to receive $175.00 in cash per share, without interest. Restricted stock granted under the company’s 2014, 2022, and 2025 Equity and Cash Incentive Plans was also canceled for the same cash amount. Following this issuer disposition, Hawley reported zero shares of common stock owned directly.

Insights

M&A and governance analyst

Director’s Form 4 confirms cash-out of holdings as Diamond Hill is acquired.

The filing shows Diamond Hill Investment Group being acquired by First Eagle Investment Management under a merger agreement with Soar Christopher Holdings. As part of the closing, all common shares were canceled for a cash payment of $175.00 per share.

Director Austin Hawley reported an issuer disposition of 77,469 common shares, leaving him with zero shares after the transaction. The merger also cashes out restricted stock from the 2014, 2022, and 2025 equity and cash incentive plans at the same price, simplifying the post-merger capital structure.

Insider Trade Summary

Disposition: 77,469 shares

Disposition 1 txn

Insider Hawley Austin

Role Director

Type	Security	Shares	Price	Value
Disposition	Common	77,469	$175.00	$13.56M

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

Shares disposed: 77,469 shares Cash per share: $175.00 per share Implied cash received: $13,557,075 +3 more

6 metrics

Shares disposed 77,469 shares Common stock canceled in issuer disposition at merger closing

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

Implied cash received $13,557,075 77,469 shares converted to cash at $175.00 per share

Post-transaction holdings 0 shares Total Diamond Hill common shares owned directly by Hawley after disposition

Disposition type Code D – Disposition to issuer Non-derivative transaction reported on Form 4

Dispose transactions 1 transaction transactionSummary shows one dispose event and no buys or sells

Key Terms

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

5 terms

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

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"

cash without interest financial

"converted into the right to receive $175.00 in cash without interest"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Diamond Hill (DHIL) director Austin Hawley report?

Austin Hawley reported an issuer disposition of 77,469 Diamond Hill common shares. These shares were canceled in connection with the company’s acquisition and converted into the right to receive cash, leaving him with zero directly owned shares after the merger closed.

How much cash does the Diamond Hill (DHIL) merger pay per common share?

The merger provides $175.00 in cash per common share, without interest. Each issued and outstanding Diamond Hill common share is canceled and converted into this cash right upon consummation of the merger with First Eagle Investment Management and Soar Christopher Holdings.

What happens to restricted stock in the Diamond Hill (DHIL) merger?

Each share of restricted stock granted under Diamond Hill’s 2014, 2022, and 2025 Equity and Cash Incentive Plans is canceled at closing. Those canceled restricted shares are converted into the right to receive $175.00 in cash per share, matching the treatment of common shares.

Did Austin Hawley retain any Diamond Hill (DHIL) shares after the merger?

No. After the reported transaction, Austin Hawley’s total directly owned Diamond Hill common shares is zero. His 77,469 shares were canceled as part of the issuer disposition and converted into the right to receive cash consideration under the merger agreement.

Who 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 Investment Management, and Soar Christopher Holdings, with all shares cashed out for $175.00 per share.

What does a 'Disposition to issuer' mean in the Diamond Hill (DHIL) Form 4?

A 'Disposition to issuer' indicates shares were transferred back to the company rather than sold on the open market. In this case, Hawley’s 77,469 common shares were canceled at the merger closing and converted into a cash right of $175.00 per share from the acquiring entities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/22/2026 - 04:44 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^*

Hawley Austin

(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)		77,469(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)