Diamond Hill (DHIL) director equity cashed out at $175 per share in merger

Rhea-AI Filing Summary

Diamond Hill Investment Group director Nicole Renee St. Pierre disposed of her remaining shares as part of the company’s cash merger. On April 22, 2026, Diamond Hill was acquired by First Eagle Investment Management under a merger agreement signed on December 10, 2025.

All outstanding common shares were canceled and converted into the right to receive $175.00 in cash per share, without interest. St. Pierre’s 5,113 common shares were reported as a disposition to the issuer at $175.00 per share, leaving her with zero shares after the transaction.

Insights

Equity compensation and M&A analyst

Director’s remaining equity was cashed out at $175 per share in a change-of-control merger.

The filing shows that Diamond Hill Investment Group was acquired by First Eagle Investment Management, with each common share converted into the right to receive $175.00 in cash. This is a classic cash-out merger structure where public equity is eliminated.

Director Nicole Renee St. Pierre reported a disposition to the issuer of 5,113 common shares at $175.00 per share, leaving zero shares afterward. The footnotes also clarify that restricted stock granted under the 2014, 2022, and 2025 Equity and Cash Incentive Plans was similarly canceled for $175.00 per share, aligning employee and director equity treatment with common shareholders.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider St. Pierre Nicole Renee

Role null

Type	Security	Shares	Price	Value
Disposition	Common	5,113	$175.00	$895K

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

Director shares disposed: 5,113 shares Per-share cash consideration: $175.00 per share Post-transaction holdings: 0 shares +2 more

5 metrics

Director shares disposed 5,113 shares Common stock reported as disposition to issuer

Per-share cash consideration $175.00 per share Merger consideration for each common and restricted share

Post-transaction holdings 0 shares Total shares held by Nicole St. Pierre after merger

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

Merger closing date April 22, 2026 Date shares were canceled and converted to cash

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

"under the Company's 2014 Equity and Cash Incentive Plan, 2022 Equity and Cash Incentive Plan, and 2025 Equity and Cash Incentive Plan"

consummation of the merger regulatory

"that was outstanding immediately prior to the consummation of the merger was canceled"

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^*

St. Pierre Nicole Renee

(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)		5,113(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 insider transaction did DHIL director Nicole St. Pierre report?

Nicole Renee St. Pierre reported a disposition to the issuer of 5,113 Diamond Hill common shares. The shares were canceled in connection with a merger and converted into the right to receive $175.00 in cash per share, leaving her with no remaining holdings.

How were DHIL common shareholders treated in the First Eagle merger?

Each issued and outstanding Diamond Hill common share was canceled and converted into the right to receive $175.00 in cash per share, without interest. This applied to all common shareholders upon consummation of the merger with First Eagle Investment Management.

What happened to DHIL restricted stock awards in the merger?

Each share of Diamond Hill restricted stock outstanding immediately before the merger was canceled and converted into the right to receive $175.00 in cash per share. This covered awards under the 2014, 2022, and 2025 Equity and Cash Incentive Plans.

How many DHIL shares did Nicole St. Pierre hold after the merger?

Following the reported transaction, Nicole Renee St. Pierre held 0 shares of Diamond Hill common stock. Her 5,113 shares were treated as a disposition to the issuer at $175.00 per share as part of the merger consideration structure.

When was the Diamond Hill and First Eagle merger agreement signed?

The Agreement and Plan of Merger among Diamond Hill, First Eagle Investment Management, and Soar Christopher Holdings was dated December 10, 2025. The merger closed on April 22, 2026, when the share cancellation and $175.00 cash consideration became effective.

What price per share did DHIL investors receive in the merger?

Investors received the right to $175.00 in cash per Diamond Hill common share, without interest. This fixed cash amount applied to both outstanding common shares and restricted stock units that were canceled at the merger’s consummation.