Diamond Hill Investment Group (DHIL) Proxy Filing summary

Executive summary

• A merger is proposed in which First Eagle Investment Management, LLC will acquire Diamond Hill Investment Group, Inc. for $175.00 per share in cash, representing a 49% premium over the unaffected share price as of December 10, 2025.

• The merger was unanimously approved by the boards of both companies and is subject to shareholder approval, regulatory clearances, and other customary closing conditions.

• The transaction is expected to close by the third quarter of 2026, subject to satisfaction or waiver of all conditions.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: (1) adoption of the merger agreement, (2) advisory approval of executive compensation related to the merger, and (3) adjournment of the special meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; failure to vote or abstentions count as votes against the merger.

• Shareholders who do not vote in favor may seek appraisal rights under Ohio law.

Board of directors and corporate governance

• The Diamond Hill Board unanimously recommends voting in favor of all proposals.

• The merger agreement includes provisions to synchronize the fund boards of Diamond Hill and First Eagle at closing, with Diamond Hill representatives joining the combined board.