Diamond Hill Investment Group (DHIL) Proxy Filing summary

Executive summary

• A special meeting is scheduled for March 3, 2026, for shareholders to vote on the proposed merger of the company with a subsidiary of First Eagle Investment Management, LLC, making the company a wholly owned subsidiary of First Eagle at $175.00 per share in cash, a 49% premium over the unaffected share price as of December 10, 2025.

• The board unanimously recommends voting in favor of the merger, the advisory vote on executive compensation related to the merger, and the adjournment proposal if more time is needed to solicit votes.

• The merger is subject to regulatory approvals, including antitrust clearance, and requires the affirmative vote of a majority of outstanding shares as of the record date, January 27, 2026.

• If approved, the company will be delisted from Nasdaq and cease to be a public company.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the merger agreement, (2) approval on a non-binding basis of compensation for named executive officers related to the merger, and (3) adjournment of the meeting if more proxies are needed.

• The board recommends voting “FOR” all proposals.

• Abstentions and failures to vote count as votes against the merger agreement proposal but not against the other proposals.

• Dissenting shareholders may seek appraisal rights under Ohio law for the fair cash value of their shares.

Board of directors and corporate governance

• The board unanimously determined the merger is fair and in the best interests of shareholders, after consulting with management, legal, and financial advisors.

• The merger agreement includes provisions to synchronize the fund boards of the company and First Eagle at closing, with at least three current company fund board members joining the First Eagle fund board.