DIAMOND HILL INVESTMENT GROUP INC 8-K

What Happened
Diamond Hill Investment Group Inc. announced the closing of a merger on April 22, 2026. Concurrent with the closing, the company discharged all obligations and terminated its credit agreement with The Huntington National Bank (originally dated March 19, 2019). As of the merger’s effective time, the directors and officers of the buyer/merger subsidiary became the company’s sole directors and officers; the prior Diamond Hill directors voluntarily resigned. The company filed amended and restated Articles of Incorporation and Code of Regulations effective April 22, 2026 and issued a press release announcing the completion of the merger.

Key Details

• Merger closed on April 22, 2026; the merger agreement among Diamond Hill, First Eagle Investment Management, LLC and Soar Christopher Holdings, Inc. is dated December 10, 2025 (Exhibit 2.1).
• The Company discharged and terminated its Credit Agreement dated March 19, 2019 with The Huntington National Bank concurrent with the merger closing.
• Directors who resigned at the Effective Time: Heather E. Brilliant, Richard S. Cooley, Gordon B. Fowler, Austin Hawley, Paula R. Meyer, Diane C. Nordin, Nicole R. St. Pierre and L’Quentus Thomas.
• Amended and Restated Articles of Incorporation (Exhibit 3.1) and Amended and Restated Code of Regulations (Exhibit 3.2) dated April 22, 2026 were filed; a press release announcing the closing is attached as Exhibit 99.1.

Why It Matters
This 8-K documents a change in control and a complete turnover of Diamond Hill’s board and officers, which affects who will manage the company going forward and could lead to changes in strategy or governance. The discharge and termination of the company’s credit facility eliminates the related obligations under that agreement as of the closing. Investors should review the attached press release and the amended charter/bylaws (Exhibits 3.1, 3.2, 99.1) and the Merger Agreement (Exhibit 2.1) for full details on governance changes and any items relating to listing status or shareholder rights referenced in the filing.