Welcome to our dedicated page for Diamond Hill Invt Group SEC filings (Ticker: DHIL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides access to U.S. Securities and Exchange Commission filings for Diamond Hill Investment Group, Inc. (Nasdaq: DHIL), an Ohio-incorporated public company whose consolidated revenues and net income are derived from investment advisory and fund administration services provided by its wholly owned subsidiary, Diamond Hill Capital Management, Inc. Through these filings, investors can review how the company describes its valuation-driven, long-term investment philosophy and its role as an independent active asset manager with significant employee ownership.
Form 10-K annual reports and Form 10-Q quarterly reports contain audited and interim financial statements, management’s discussion of results, and details on revenue from advisory and fund administration fees, operating expenses, non-GAAP adjustments related to deferred compensation and consolidated funds, and capital allocation through dividends and share repurchases. These reports also present information on assets under management and advisement, broken down by vehicle and strategy, including equity, long-short equity and fixed income categories.
Form 8-K current reports document material events such as quarterly earnings releases, AUM summaries, board changes, executive employment agreements and the Agreement and Plan of Merger with First Eagle Investment Management, LLC. One Form 8-K filed in December 2025 describes the merger structure under which a First Eagle merger subsidiary will merge with and into Diamond Hill, with Diamond Hill surviving as a wholly owned subsidiary of First Eagle if the transaction closes, and outlines key terms, conditions, go-shop provisions and termination fees.
Users can also review proxy materials related to shareholder meetings, including information on director elections, governance practices and compensation programs. AI-powered tools on this platform can help summarize lengthy filings, highlight sections on revenue drivers, AUM trends, merger terms and governance provisions, and make it easier to compare disclosures across reporting periods.
Diamond Hill Investment Group outlines its asset-management business and a pending sale to First Eagle Investment Management. Under a signed merger agreement, each DHIL common share will be converted into $175.00 in cash, subject to shareholder approval, regulatory clearances, and client-consent thresholds covering at least 78% of revenue run‑rate.
As of December 31, 2025, the company managed $29.4 billion in assets under management and $1.6 billion in assets under advisement, with revenues heavily tied to Proprietary Funds and concentrated strategies such as Large Cap, Long‑Short, and Short Duration Securitized Bond. In 2025, net client cash outflows of $2.7 billion were partially offset by $2.1 billion of market appreciation.
The filing details competitive and regulatory pressures on active managers, operational and cybersecurity controls (including ISO 27001‑certified programs), and extensive merger-related risks, including client consent, integration, litigation, and a potential $18.0 million termination fee if the deal ends under specified circumstances. If completed, DHIL will become a wholly owned, private subsidiary of First Eagle and its shares will be delisted.
Diamond Hill Investment Group describes its pending merger with First Eagle Investment Management, under which a First Eagle subsidiary will merge into Diamond Hill, leaving Diamond Hill as a wholly owned subsidiary. The merger is expected to close in the second quarter of 2026, subject to shareholder approval and required client consents based on revenue run rate.
In connection with this transition, the Compensation Committee granted Chief Financial Officer and Treasurer Thomas E. Line a deferred cash-based award of $100,000. He earns this one-time payment if he remains employed with the buyer or Diamond Hill through February 20, 2027, or if he is terminated without cause or resigns for good reason before that date, contingent on signing and not revoking a separation agreement and release of claims.
Diamond Hill Investment Group provides an update on its planned merger with First Eagle Investment Management and related shareholder litigation. A special shareholder meeting is scheduled for March 3, 2026, for investors of record as of January 27, 2026 to vote on the merger.
Subject to shareholder approval and other conditions, including client consents based on revenue run-rate, the company expects the merger to close in the second quarter of 2026. Two individual shareholder lawsuits in New York state court allege that the definitive proxy statement contains misleading omissions and seek to block completion of the deal.
Attorneys for additional purported shareholders have also sent demand letters raising similar disclosure concerns and threatening further suits. While Diamond Hill believes these claims are without merit, it is voluntarily providing supplemental proxy disclosures to reduce litigation risk and give shareholders additional information before they vote.
Diamond Hill Investment Group reported that the Federal Trade Commission granted early termination of the Hart-Scott-Rodino antitrust waiting period on February 10, 2026 for its planned merger with First Eagle Investment Management. This antitrust clearance satisfies one of the key conditions to closing the transaction.
The merger remains subject to other conditions, including shareholder approval and required client consents based on revenue run-rate. A special shareholder meeting to vote on the merger is scheduled for March 3, 2026, and the companies currently expect the deal to close in the second quarter of 2026.
Diamond Hill Investment Group reported preliminary assets under management of $28,738 million as of January 31, 2026 for its subsidiary Diamond Hill Capital Management.
By vehicle, proprietary funds held $18,246 million, separately managed accounts $4,924 million, collective investment trusts $1,759 million, and other pooled vehicles $3,809 million. By strategy, the largest exposures were Large Cap at $13,447 million, Short Duration Securitized Bond at $5,224 million, and Core Fixed Income at $3,774 million, with additional allocations across Small Cap, Small-Mid Cap, Mid Cap, Long-Short, and other specialized strategies.
Diamond Hill Investment Group, Inc. disclosed that its Compensation Committee approved a $500,000 cash retention bonus for Chief Financial Officer and Treasurer Thomas E. Line as the company works toward closing its previously announced merger with First Eagle Investment Management.
The Retention Bonus will vest in two equal installments: one at the closing of the merger and one on the six‑month anniversary of closing, conditioned on Mr. Line’s continued employment. If he is terminated without cause or resigns for good reason before vesting, the full bonus becomes payable following his termination, subject to a separation agreement and release of claims.
The filing reiterates that the merger, under the December 10, 2025 Merger Agreement with First Eagle and Soar Christopher Holdings, is expected to close by the third quarter of 2026, subject to shareholder approval, regulatory clearances, client consents based on revenue run rate, and other customary conditions.
Diamond Hill Investment Group has agreed to be acquired by First Eagle Investment Management in an all-cash merger. Each share of Diamond Hill common stock will be converted into $175.00 in cash, a price the proxy notes is about a 49% premium to the unaffected closing price of $117.48 on December 10, 2025.
A special virtual shareholder meeting is scheduled for March 3, 2026. The merger must be approved by holders of a majority of all outstanding shares, and the board unanimously recommends voting “FOR” the merger agreement and related proposals. Failure to vote has the same effect as a vote against the merger agreement proposal.
The transaction has no financing condition; First Eagle plans to use cash on hand and existing credit facilities. Closing also depends on antitrust clearance under the HSR Act and obtaining required client consents, with the parties currently targeting completion by the third quarter of 2026. The deal is a taxable event for shareholders, and certain non‑voting holders may seek appraisal rights under Ohio law.
Diamond Hill Investment Group, Inc. has agreed to be acquired by First Eagle Investment Management for cash. Under the merger agreement, each share of Diamond Hill common stock will be converted into the right to receive $175.00 in cash, a price that represents an approximately 49% premium to the unaffected closing price of $117.48 on December 10, 2025. Diamond Hill will merge with a First Eagle subsidiary and become a wholly owned subsidiary of First Eagle.
A virtual special shareholders’ meeting will be held to vote on adopting the merger agreement, approving an advisory vote on executive merger-related compensation and a potential adjournment. The merger requires approval by holders of a majority of outstanding shares, HSR antitrust clearance and specified client consent and other closing conditions, and is currently expected to close by the third quarter of 2026. Shareholders who do not vote in favor may have appraisal rights to seek “fair cash value” under Ohio law.
Diamond Hill Investment Group, Inc. agreed to be acquired by First Eagle Investment Management, LLC, whose subsidiary will merge into Diamond Hill so it becomes a wholly owned subsidiary.
Each outstanding common share will be converted into the right to receive $175.00 in cash, including restricted shares, while any preferred stock will be canceled for no consideration. The board unanimously approved the transaction, deemed it fair and in the best interests of shareholders, and is recommending that shareholders adopt the merger agreement at a shareholders meeting.
Closing requires majority shareholder approval, expiration or termination of the Hart‑Scott‑Rodino waiting period, no injunction blocking the deal, accuracy of representations and warranties, and other customary conditions, plus client consents covering at least 78% of revenue run‑rate as of November 30, 2025. The agreement includes a go‑shop period through January 14, 2026 and termination fees of up to $18,000,000, or $9,000,000 if a superior proposal is accepted before the cut‑off date.
Diamond Hill Investment Group (DHIL) reported assets under management of $30,020 million as of October 31, 2025 through its subsidiary, Diamond Hill Capital Management.
By vehicle, AUM included Proprietary Funds $19,280M, Separately Managed Accounts $5,237M, Collective Investment Trusts $1,679M, and Other Pooled Vehicles $3,824M. By strategy, the largest sleeves were Large Cap $15,399M, Short Duration Securitized Bond $4,930M, Core Fixed Income $3,622M, and Long-Short $2,250M, with additional allocations across Small/Mid Cap, Select, and other strategies.