Form 8-K

8-K — DIAMOND HILL INVESTMENT GROUP INC

Accession: 0000950103-26-006019

Filed: 2026-04-22

Period: 2026-04-22

CIK: 0000909108

SIC: 6282 (INVESTMENT ADVICE)

Item: Termination of a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Material Modifications to Rights of Security Holders

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — dp245458_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (dp245458_ex0301.htm)

EX-3.2 — EXHIBIT 3.2 (dp245458_ex0302.htm)

EX-99.1 — EXHIBIT 99.1 (dp245458_ex9901.htm)

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8-K — FORM 8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

April 22, 2026

Diamond Hill Investment Group, Inc.

(Exact name of registrant as specified in its

charter)

Ohio

000-24498

65-0190407

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)

325 John H. McConnell Blvd, Suite 200

Columbus, Ohio 43215

(Address of Principal Executive Offices) (Zip

Code)

Registrant’s Telephone Number, Including

Area Code: (614) 255-3333

Not Applicable

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common shares, no par value

DHIL

The Nasdaq Stock Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introduction

On April 22, 2026, pursuant to the previously

announced Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 10, 2025, among Diamond Hill

Investment Group, Inc., an Ohio corporation (the “Company”), First Eagle Investment Management, LLC, a Delaware limited

liability company (“Purchaser”), and Soar Christopher Holdings, Inc., an Ohio corporation and a wholly owned subsidiary

of Purchaser (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”), with the

Company surviving the Merger as a wholly owned subsidiary of Purchaser.

Pursuant to the Merger Agreement, at the effective

time of the Merger (the “Effective Time”), each issued and outstanding share of the Company’s common stock, without

par value (“Company Common Shares” and each, a “Company Common Share”) (including each Company Restricted

Share (as defined below), but excluding any Company Common Shares held by Purchaser, Merger Sub or any other subsidiary of Purchaser or

the Company and any Company Common Shares as to which appraisal rights have been properly exercised in accordance with Ohio law), was

canceled and retired and converted into the right to receive $175.00 per share in cash, without interest and subject to deduction for

any required tax withholding (the “Merger Consideration”). Aside from the Company Common Shares, there were no other

classes or series of the Company’s stock outstanding at the Effective Time.

Effective as of immediately prior to the Effective

Time, the restrictions on each then-outstanding restricted Company Common Share that was subject to vesting or forfeiture granted under

the Company’s 2014 Equity and Cash Incentive Plan, 2022 Equity and Cash Incentive Plan, and 2025 Equity and Cash Incentive Plan,

(each, as amended from time to time, a “Company Stock Plan,” and each such restricted share, a “Company Restricted

Share”) lapsed, and each Company Restricted Share was treated at the Effective Time the same as, and had the same rights and

was subject to the same conditions as, each outstanding Company Common Share not subject to any restrictions, subject to any withholding

taxes required by applicable law.

The foregoing description of the Merger Agreement

and the transactions contemplated thereby, including the Merger, does not purport to be complete, and is subject to and qualified in its

entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1, to this Current Report on Form 8-K and

incorporated herein by reference.

Item 1.02.

Termination of a Material Definitive Agreement.

Concurrently with the closing of the Merger, the

Company discharged all obligations and terminated all credit commitments, security interests and other liens outstanding under that certain

Credit

Agreement, dated as of March 19, 2019 (as amended, amended and restated,

modified, supplemented or waived from time to time), by and among the Company, Diamond Hill Capital Management, Inc., an Ohio corporation,

and The Huntington National Bank, a national banking association.

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information set forth in the Introduction and

Item 1.02 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introduction of

this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

connection with the consummation of the Merger, the Company requested that the Nasdaq Global Select Market (“Nasdaq”)

suspend trading of Company Common Shares on Nasdaq and remove Company Common Shares from listing on Nasdaq, in each case, prior to the

opening of the market on April 22, 2026. The Company also requested that Nasdaq file a notification of removal from listing of Company

Common Shares on Form 25 with the SEC. As a result, no Company Common Shares will be listed on Nasdaq.

The Company intends to file Form 15 with the SEC

to terminate the registration of Company Common Shares under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), and suspend the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act following the effectiveness

of such Form 25.

Item 3.03.

Material Modification to Rights of Security Holders.

The information set forth

in Item 1.02, Item 2.01, Item 3.01, Item 5.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference

into this Item 3.03.

At the Effective Time, each

holder of Company Common Shares immediately prior to the Effective Time ceased to have any rights as a Company shareholder other than

the right to receive the Merger Consideration pursuant to the Merger Agreement.

Item 5.01.

Changes in Control of Registrant.

The information set forth in the Introduction,

Item 1.02, Item 2.01, Item 3.01, Item 3.03, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into

this Item 5.01.

As a result of the Merger, a change in control

of the Company occurred, and the Company is now a wholly-owned subsidiary of Purchaser. Purchaser obtained the funds necessary to fund

the Merger through a combination of cash on hand and debt financing.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As of the Effective Time and as a result of the

completion of the Merger, the directors of Merger Sub became the sole directors of the Company. Accordingly, as of the Effective Time

and in accordance with the Merger Agreement, the following persons, constituting all the directors of the Company immediately prior to

the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “Board”) and the

committees of the Board on which they served, if any, immediately prior to 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.

Additionally, as of the Effective

Time and as a result of the completion of the Merger, the officers of Merger Sub became the sole officers of the Company.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth

in Item 1.02, Item 2.01, Item 3.03, Item 5.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this

Item 5.03.

Pursuant to the Merger Agreement, at the Effective Time, the articles

of incorporation of the Company were amended and restated and, as so amended and restated, shall be the articles of incorporation of the

Company until further amended. In addition, the code of regulations of Merger Sub in effect at the Effective Time became the code of regulations

of the Company (except that references to the name of Merger Sub were replaced by reference to the name of the Company). Copies of the

Company’s amended and restated articles of incorporation and code of regulations are attached as Exhibits 3.1 and 3.2, respectively,

to this Current Report on Form 8-K and are incorporated by reference into this Item 5.03.

Item 8.01.

Other Events.

On April 22, 2026, Purchaser

and the Company issued a press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and

incorporated by reference into this Item 8.01.

Item 9.01.

Exhibits.

(d) Exhibits.

Exhibit

Number

Description

2.1

Agreement and Plan of Merger, dated as of December 10, 2025, among Diamond Hill Investment Group, Inc., First Eagle Investment Management, LLC, and Soar Christopher Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Diamond Hill Investment Group, Inc. 8-K (File No. 000-24498) filed on December 11, 2025).*

3.1

Amended and Restated Articles of Incorporation of Diamond Hill Investment Group, Inc., dated April 22, 2026.

3.2

Amended and Restated Code of Regulations of Diamond Hill Investment Group, Inc., dated April 22, 2026.

99.1

Press Release, dated April 22, 2026.

104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

______________

* Schedules and similar attachments have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted

schedule or similar attachment will be furnished to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 22, 2026

DIAMOND HILL INVESTMENT GROUP, INC.

By:

/s/ David P. O’Connor

David P. O’Connor, General Counsel and Secretary

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: dp245458_ex0301.htm · Sequence: 2

Exhibit 3.1

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

DIAMOND HILL INVESTMENT GROUP, INC.

* * * * * * * *

These

Amended and Restated Articles of Incorporation shall supersede the existing Amended and Restated Articles of Incorporation of Diamond

Hill Investment Group, Inc.

ARTICLE

The

name of the corporation is Diamond Hill Investment Group, Inc. (the “Corporation”).

ARTICLE

II.

The

principal office of the Corporation in Ohio is located in Columbus in the County of Franklin, Ohio.

ARTICLE

III.

The

address of the statutory agent of the Corporation is 4400 Easton Commons Way, Suite 125, Columbus, Ohio 43219. The name of the statutory

agent of the Corporation at such address is C T Corporation System.

ARTICLE IV.

The nature of the business

or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized

under Chapter 1701 of the Ohio Revised Code (the “General Corporation Law”).

ARTICLE V.

The total authorized number

of shares of the Corporation for issuance is 1,000, all of which shall be common shares with a par value of $0.01 per share.

ARTICLE VI.

In furtherance and not in limitation

of the powers conferred by statute, the board of directors of the Corporation (the “Board”) is expressly authorized

to adopt, amend or repeal the

code of regulations of the Corporation

(the “Code of Regulations”) to the fullest extent permitted by the General Corporation Law.

ARTICLE VII.

The election of directors need

not be conducted by written ballot except as, and to the extent, provided in the Code of Regulations.

ARTICLE VIII.

Unless the Corporation consents

in writing to the selection of an alternative forum, the state and federal courts located in the City of Columbus, County of Franklin,

Ohio, shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any

action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation

or the Corporation’s shareholders, (c) any action asserting a claim arising pursuant to any provision of the General Corporation

Law, these Articles of Incorporation or the Code of Regulations or (d) any action asserting a claim governed by the internal affairs doctrine,

in each case subject to said state and federal courts located in the City of Columbus, County of Franklin, Ohio, having personal jurisdiction

over the indispensable parties named as defendants therein.

EX-3.2 — EXHIBIT 3.2

EX-3.2

Filename: dp245458_ex0302.htm · Sequence: 3

Exhibit 3.2

AMENDED AND RESTATED

CODE OF REGULATIONS1

DIAMOND HILL INVESTMENT GROUP, INC.

(an Ohio corporation)

ARTICLE

Shareholders

SECTION 1. Annual Meetings. The

annual meeting of shareholders for the election of directors and for the transaction of such other business as may properly come before

the meeting shall be held each year at such date and time, within or without the State of Ohio, as the Board of Directors shall determine.

SECTION 2. Special Meetings. Special

meetings of shareholders for the transaction of such business as may properly come before the meeting may be called by order of the Board

of Directors or by shareholders holding together at least a majority of all the shares of Diamond Hill Investment Group, Inc., an Ohio

corporation (the “Corporation”), entitled to vote at the meeting, and shall be held at such date and time, within or without

the State of Ohio, as may be specified by such order. Whenever the directors shall fail to fix such place, the meeting shall

be held at the principal executive office of the Corporation.

SECTION 3. Notice of Meetings. (a)

Written notice of all meetings of the shareholders, stating the place, date and hour of the meeting and the place within the city or other

municipality or community at which the list of shareholders may be examined, shall be given by personal delivery or by mail, overnight

delivery service, or any other means of communication authorized by the shareholder to whom the notice is given to each shareholder not

less than ten (10) nor more than sixty (60) days prior to the meeting. Notice of any special meeting shall state in general

terms the purpose or purposes for which the meeting is to be held.

(b) Any

authorization by a shareholder to send notices by any means other than in person or by mail or overnight delivery service is revocable

by written notice to the Corporation either by personal delivery or by mail, overnight delivery service, or any other means of communication

authorized by the Corporation. If sent by another means of communication authorized by the Corporation, the notice shall be sent to the

address furnished by the Corporation for those transmissions. Any authorization by a shareholder to send notices by any means other than

in person or by mail or overnight delivery service will be deemed to have been revoked by the shareholder if (1) the Corporation has attempted

to make delivery of two consecutive notices

Effective as of April 22, 2026.

in accordance with that authorization

and (2) the Secretary or an Assistant Secretary of the Corporation, or other person responsible for giving of notice, has received notice

that, or otherwise believes that, delivery has not occurred. An inadvertent failure to treat the inability to deliver notice as a revocation

will not invalidate any meeting of shareholders or other action.

SECTION 4. Shareholder

Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days

before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order,

and showing the address of each shareholder and the number of shares registered in the name of each shareholder. Such list

shall be open to the examination of any shareholder, for any purpose germane to the meeting, either at a place within the city where the

meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting

is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof,

and may be inspected by any shareholder who is present.

The stock ledger shall be the

only evidence as to who are the shareholders entitled to examine the stock ledger, the list required by this section or the books of the

Corporation, or to vote in person or by proxy at any meeting of shareholders.

SECTION 5. Quorum. Except

as otherwise provided by law or the Corporation’s Articles of Incorporation, a quorum for the transaction of business at any meeting

of shareholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the

Corporation entitled to vote at the meeting, present in person or by proxy. At all meetings of the shareholders at which a

quorum is present, all matters, except as otherwise provided by law or the Articles of Incorporation, shall be decided by the vote of

the holders of a majority of the shares entitled to vote thereat present in person or by proxy. If there be no such quorum,

the holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice,

until a quorum shall have been obtained. When a quorum is once present it is not broken by the subsequent withdrawal of any

shareholder.

SECTION 6. Organization. Meetings

of shareholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence the Vice-Chairman, if any,

or if none or in the Vice-Chairman’s absence the President, if any, or if none or in the President’s absence a Vice-President,

or, if none of the foregoing is present, by a chairman to be chosen by the shareholders entitled to vote who are present in person or

by proxy at the meeting. The Secretary of the Corporation, or in the Secretary’s absence an Assistant Secretary, shall

act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting

shall appoint any person present to act as secretary of the meeting.

SECTION 7. Voting; Proxies;

Required Vote. (a) At each meeting of shareholders, every shareholder shall be entitled to vote in person or by proxy appointed

by instrument in writing, subscribed by such shareholder or by such shareholder’s duly authorized attorney-in-fact, and, unless

the Articles of Incorporation provides otherwise, shall have one vote for each share of stock entitled to vote registered in the name

of such shareholder on the books of the Corporation on the applicable record date fixed pursuant to this Code of Regulations. At

all elections of directors the voting may but need not be by ballot and a plurality of the votes cast

there shall elect. Except

as otherwise required by law or the Articles of Incorporation, any other action shall be authorized by a majority of the votes cast.

(b) Any

action required or permitted to be taken at any meeting of shareholders may, except as otherwise required by law or the Articles of Incorporation,

be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall

be signed by the holders of record of a number of the issued and outstanding shares of capital stock of the Corporation representing the

number of votes necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and

voted. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given

to those shareholders who have not consented in writing.

SECTION 8. Inspectors. The

Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or

any adjournment thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, but need

not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy

may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each

inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties

of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall

determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the

existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges

and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and

do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding

at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by

such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors.

ARTICLE

Board of Directors

SECTION 1. General Powers. The

business, property and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors.

SECTION 2. Qualification;

Number; Term; Remuneration. (a) Each director shall be at least 18 years of age. A director need not be a shareholder,

a citizen of the United States, or a resident of the State of Ohio. Except as otherwise provided by law or the Corporation’s

Articles of Incorporation, the number of directors constituting the entire Board of Directors shall be the number fixed from time to time

by affirmative vote of a majority of the votes to which all of the Directors then in office are entitled pursuant to the Corporation’s

Articles of Incorporation. The use of the phrase “entire Board of Directors” herein refers to the total number

of directors the Corporation has at any point in time.

(b) Directors

who are elected at an annual meeting of shareholders, and directors who are elected in the interim to fill vacancies and newly created

directorships, shall hold office until the next annual meeting of shareholders and until their successors are elected and qualified or

until their earlier resignation or removal.

may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance

at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from

serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees

may be allowed like compensation for attending committee meetings.

SECTION 3. Quorum and

Manner of Voting. Except as otherwise provided by law, a majority of the votes to which the entire Board of Directors is

entitled shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a

meeting from time to time to another time and place without notice. With respect to any matter submitted to a vote of the Board

of Directors, directors shall each be entitled to the number of votes set forth in the Corporation’s Articles of Incorporation. The

vote of the majority of the votes held by the directors present at a meeting at which a quorum is present shall be the act of the Board

of Directors.

SECTION 4. Places of Meetings. Meetings

of the Board of Directors may be held at any place within or without the State of Ohio, as may from time to time be fixed by resolution

of the Board of Directors, or as may be specified in the notice of meeting.

SECTION 5. Action by Communications

Equipment. Members of the Board of Directors or any committee thereof may participate in a meeting of such Board of Directors

or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting

can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 6. Annual Meeting. Following

the annual meeting of shareholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the

transaction of such other business as may properly come before the meeting. Such meeting may be held without notice immediately

after the annual meeting of shareholders at the same place at which such shareholders’ meeting is held.

SECTION 7. Regular Meetings. Regular

meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall from time to time by resolution

determine. Notice need not be given of regular meetings of the Board of Directors held at times and places fixed by resolution

of the Board of Directors.

SECTION 8. Special Meetings. Special

meetings of the Board of Directors shall be held whenever called by the Chairman of the Board of Directors, President or by a majority

of the votes held by directors then in office.

SECTION 9. Notice of Meetings. A

notice of the place, date and time and the purpose or purposes of each meeting of the Board of Directors shall be given to each director

mailing the same at least two

days before the special meeting, or by telegraphing or telephoning the same or by delivering the same personally not later than the day

before the day of the meeting. Notice of any meeting of the Board of Directors need not be given to any director, however,

if waived by him in writing whether before or after such meeting be held, or if he shall be present at such meeting, and any meeting of

the Board of Directors shall be a legal meeting without any notice thereof having been given, if all the directors then in office shall

be present thereat.

SECTION 10. Organization. At

all meetings of the Board of Directors, the Chairman, if any, or if none or in the Chairman’s absence or inability to act the President,

or in the President’s absence or inability to act any Vice-President who is a member of the Board of Directors, or in such Vice-President’s

absence or inability to act a chairman chosen by the directors, shall preside. The Secretary of the Corporation shall act as

secretary at all meetings of the Board of Directors when present, and, in the Secretary’s absence, the presiding officer may appoint

any person to act as secretary.

SECTION 11. Resignation. Any

director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by

the President or Secretary, unless otherwise specified in the resignation. Any or all of the directors may be removed, with

or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

SECTION 12. Vacancies. Unless

otherwise provided in this Code of Regulations, vacancies on the Board of Directors, whether caused by resignation, death, disqualification,

removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining

directors, although less than a quorum, or by a sole remaining director, or at a special meeting of the shareholders, by the holders of

shares entitled to vote for the election of directors.

SECTION 13. Action by

Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without

a meeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the

Board of Directors.

ARTICLE

III

Committees

SECTION 1. Appointment. From

time to time the Board of Directors by a resolution adopted by a majority of the votes to which the entire Board of Directors is entitled

may appoint any committee or committees for any purpose or purposes, to the extent lawful, which shall have powers as shall be determined

and specified by the Board of Directors in the resolution of appointment.

SECTION 2. Procedures,

Quorum and Manner of Acting. Each committee shall fix its own rules of procedure, and shall meet where and as provided

by such rules or by resolution of the Board of Directors. Except as otherwise provided by law, the presence of a majority of

the then appointed members of a committee shall constitute a quorum for the transaction of business

by that committee, and in every

case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be the act of the committee. Each

committee shall keep minutes of its proceedings, and actions taken by a committee shall be reported to the Board of Directors.

SECTION 3. Action by Written

Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be

taken without a meeting if all the members of the committee consent thereto in writing, and the writing or writings are filed with the

minutes of proceedings of the committee.

SECTION 4. Term; Termination. In

the event any person shall cease to be a director of the Corporation, such person shall simultaneously therewith cease to be a member

of any committee appointed by the Board of Directors.

ARTICLE

Officers

SECTION 1. Election and

Qualifications. The Board of Directors shall elect the officers of the Corporation, which shall include a President and

a Secretary, and may include, by election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional

designation of rank or function), a Treasurer and such Assistant Secretaries, such Assistant Treasurers and such other officers as the

Board of Directors may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by

this Code of Regulations and as may be assigned by the Board of Directors or the President.

SECTION 2. Term of Office

and Remuneration. The term of office of all officers shall be one year and until their respective successors have been

elected and qualified, but any officer may be removed from office, either with or without cause, at any time by the Board of Directors. Any

vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors. The

remuneration of all officers of the Corporation may be fixed by the Board of Directors or in such manner as the Board of Directors shall

provide.

SECTION 3. Resignation;

Removal. Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect

upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject

to removal, with or without cause, at any time by vote of a majority of the entire Board of Directors.

SECTION 4. Compensation. The

compensation of the officers shall be fixed by the Board of Directors, or by an committee of the Board of Directors upon whom power in

that regard may be conferred by the Board of Directors.

SECTION 5. Chairman of

the Board. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors

and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

SECTION 6. President and

Chief Executive Officer. The President shall be the chief executive officer of the Corporation, and shall have such duties

as customarily pertain to that

office. The President

shall have general management and supervision of the property, business and affairs of the Corporation and over its other officers; may

appoint and remove assistant officers and other agents and employees; and may execute and deliver in the name of the Corporation

powers of attorney, contracts, bonds and other obligations and instruments.

SECTION 7. Vice-President. A

Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the

regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board of

Directors or the President.

SECTION 8. Treasurer. The

Treasurer shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board

of Directors or the President.

SECTION 9. Secretary. The

Secretary shall in general have all the duties incident to the office of Secretary and such other duties as may be assigned by the Board

of Directors or the President.

SECTION 10. Assistant

Officers. Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such

officer or the Board of Directors shall from time to time prescribe.

ARTICLE

Books and Records

SECTION 1. Location. The

books and records of the Corporation may be kept at such place or places within or outside the State of Ohio as the Board of Directors

or the respective officers in charge thereof may from time to time determine. The record books containing the names and addresses

of all shareholders, the number and class of shares of stock held by each and the dates when they respectively became the owners of record

thereof shall be kept by the Secretary as prescribed in this Code of Regulations and by such officer or agent as shall be designated by

the Board of Directors.

SECTION 2. Addresses of

Shareholders. Notices of meetings and all other corporate notices may be delivered personally or mailed to each shareholder

at the shareholder’s address as it appears on the records of the Corporation.

SECTION 3. Fixing Date for Determination of

Shareholders of Record.

(a) In

order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment

thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the

record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days

before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining shareholders

entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which

notice is given, or, if notice is waived, at the close of business on the

day next preceding the day on

which the meeting is held. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders

shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned

meeting.

(b) In

order that the Corporation may determine the shareholders entitled to consent to corporate action in writing without a meeting, the Board

of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted

by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record

date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for

determining shareholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors

is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered

to the Corporation by delivery to its registered office in this State, its principal place of business, or an officer or agent of the

Corporation having custody of the book in which proceedings of meetings of shareholders are recorded. Delivery made to the

Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no

record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by this chapter, the record

date for determining shareholders entitled to consent to corporate action in writing without a meeting shall be at the close of business

on the day on which the Board of Directors adopts the resolution taking such prior action.

order that the Corporation may determine the shareholders entitled to receive payment of any dividend or other distribution or allotment

of any rights or the shareholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the

purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which

the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If

no record date is fixed, the record date for determining shareholders for any such purpose shall be at the close of business on the day

on which the Board of Directors adopts the resolution relating thereto.

ARTICLE

Certificates Representing Stock

SECTION 1. Certificates;

Signatures. The shares of the Corporation shall be represented by certificates or shall be uncertificated. Every

holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate,

signed by or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors, or the President or Vice-President,

and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, representing the number

of shares registered in certificate form. Any and all signatures on any such certificate may be facsimiles. In case

any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased

to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect

as if he were such officer, transfer agent or registrar at the date of issue. The name of the holder

of record of the shares represented

thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

SECTION 2. Transfers of

Stock. The shares of stock of the Corporation shall be transferable on the books of the Corporation by the holders thereof

in person, or by their duly authorized attorneys or legal representatives, on delivery of an assignment or power of transfer. A

record shall be made of each transfer.

SECTION 3. Lost, Stolen

or Destroyed Certificates. The Corporation may issue a new certificate of stock in place of any certificate, theretofore

issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of any lost, stolen or

destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any

claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any

such new certificate.

ARTICLE

VII

Dividends

Subject always to the provisions

of law and the Articles of Incorporation, the Board of Directors shall have full power to determine whether any, and, if any, what part

of any, funds legally available for the payment of dividends shall be declared as dividends and paid to shareholders; the division of

the whole or any part of such funds of the Corporation shall rest wholly within the lawful discretion of the Board of Directors, and it

shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the shareholders as dividends

or otherwise; and before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such

sum or sums as the Board of Directors from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies,

or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board of

Directors shall think conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve

in the manner in which it was created.

ARTICLE

VIII

Ratification

Any transaction, questioned

in any law suit on the ground of lack of authority, defective or irregular execution, adverse interest of director, officer or shareholder,

non-disclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified before or after

judgment, by the Board of Directors or by the shareholders, and if so ratified shall have the same force and effect as if the questioned

transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its shareholders

and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

ARTICLE

Corporate Seal

The Corporation shall have no corporate seal.

ARTICLE

Fiscal Year

The fiscal year of the Corporation

shall be fixed, and shall be subject to change, by the Board of Directors. Unless otherwise fixed by the Board of Directors,

the fiscal year of the Corporation shall be the calendar year.

ARTICLE

Waiver of Notice

Whenever notice is required

to be given by this Code of Regulations or by the Articles of Incorporation or by law, a written waiver thereof, signed by the person

or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

ARTICLE

XII

Bank Accounts, Drafts, Contracts, Etc.

SECTION 1. Bank Accounts

and Drafts. In addition to such bank accounts as may be authorized by the Board of Directors, the primary financial officer

or any person designated by said primary financial officer, whether or not an employee of the Corporation, may authorize such bank accounts

to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary or appropriate, payments from such bank

accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of said primary financial

officer, or other person so designated by the Treasurer.

SECTION 2. Contracts. The

Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver

any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to

specific instances.

SECTION 3. Proxies; Powers

of Attorney; Other Instruments. The Chairman, the President or any other person designated by either of them shall have

the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection

with the rights and powers incident to the ownership of stock by the Corporation. The Chairman, the President or any other

person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote

at any meeting of shareholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any

and all of the rights and powers incident to the ownership

of such stock at any such meeting,

or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board of Directors, from time

to time, may confer like powers upon any other person.

SECTION 4. Financial Reports. The

Board of Directors may appoint the primary financial officer or other fiscal officer or any other officer to cause to be prepared and

furnished to shareholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required

by any provision of law.

ARTICLE

XIII

Indemnification and Insurance

SECTION 1. Indemnification. The

Corporation shall indemnify any officer or director of the Corporation who was or is a party or is threatened to be made a party to any

threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without

limitation, any action threatened or instituted by or in the right of the Corporation), by reason of the fact that the person is or was

a director, officer, employee, agent or volunteer of the Corporation, or is or was serving at the request of the Corporation as a director,

trustee, officer, employee, member, manager, agent or volunteer of another corporation (domestic or foreign, nonprofit or for profit),

limited liability company, partnership, joint venture, trust or other enterprise, against expenses (including, without limitation, attorneys’

fees, filing fees, court reporters’ fees and transcript costs), judgments, fines and amounts paid in settlement actually and reasonably

incurred by the person in connection with such action, suit or proceeding if the act or omission giving rise to any claim for indemnification

under this Section 1 was not occasioned by the person’s intent to cause injury to the Corporation or by the person’s

reckless disregard for the best interests of the Corporation, and in respect of any criminal action or proceeding, the person had no reasonable

cause to believe the person’s conduct was unlawful. It shall be presumed that no act or omission of a person claiming indemnification

under this Section 1 that gives rise to such claim was occasioned by an intent to cause injury to the Corporation or by a reckless

disregard for the best interests of the Corporation and, in respect of any criminal matter, that the person had no reasonable cause to

believe the person’s conduct was unlawful; the presumption recited in this Section 1 can be rebutted only by clear and convincing

evidence, and the termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere

or its equivalent, shall not, of itself, rebut such presumption.

SECTION 2. Court-Approved

Indemnification. Anything contained in this Code of Regulations or elsewhere to the contrary notwithstanding:

(a) the

Corporation shall not indemnify any officer or director of the Corporation who was a party to any completed action or suit instituted

by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director,

officer, employee, agent or volunteer of the Corporation, or is or was serving at the request of the Corporation as a director, trustee,

officer, employee, member, manager, agent or volunteer of another corporation (domestic or foreign, nonprofit or for profit), limited

liability company, partnership, joint venture, trust or other enterprise, in respect of any claim, issue or matter asserted in such action

or suit as to which such person shall have been adjudged to be liable for an act or

omission occasioned by such

person’s deliberate intent to cause injury to the Corporation or by such person’s reckless disregard for the best interests

of the Corporation, unless and only to the extent that the Court of Common Pleas of Franklin County, Ohio or the court in which such action

or suit was brought shall determine upon application that, despite such adjudication of liability, and in view of all the circumstances

of the case, such person is fairly and reasonably entitled to such indemnity as such Court of Common Pleas or such other court shall deem

proper; and

(b) the

Corporation shall promptly make any such unpaid indemnification as is determined by a court to be proper as contemplated by this Section

SECTION 3. Indemnification

for Expenses. Anything contained in this Code of Regulations or elsewhere to the contrary notwithstanding, to the extent

that an officer or director of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding

referred to in Section 1 of this Article XIII, or in defense of any claim, issue or matter in such action, suit or proceeding,

such officer or director shall be promptly indemnified by the Corporation against expenses (including, without limitation, attorneys’

fees, filing fees, court reporters’ fees and transcript costs) actually and reasonably incurred by such officer or director in connection

with such action, suit, or proceeding.

SECTION 4. Determination

Required. Any indemnification required under Section 1 of this Article XIII and not precluded under Section

2 of this Article XIII, unless ordered by a court, shall be made by the Corporation only upon a determination that such indemnification

is proper in the circumstances because the officer or director has met the applicable standard of conduct set forth in Section 1

of this Article XIII. Such determination may be made only (a) by a majority vote of a quorum consisting of directors of the Corporation

who were not and are not parties to, or threatened with, any such action, suit or proceeding, or (b) if such a quorum is not obtainable

or if a majority of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney,

or a firm having associated with it an attorney, who has been retained by or who has performed services for the Corporation, or any person

to be indemnified, within the past five (5) years, or (c) by the shareholders, or (d) by the Court of Common Pleas of Franklin County,

Ohio, or (if the Corporation is a party thereto) the court in which such action, suit or proceeding was brought, if any; any such determination

may be made by a court under division (d) of this Section 4 at any time, including, without limitation, any time before,

during or after the time when any such determination may be requested of, be under consideration by or have been denied or disregarded

by the disinterested directors under division (a) or by independent legal counsel under division (b) or by the shareholders

under division (c) of this Section 4; and no failure for any reason to make any such determination, and no decision for

any reason to deny any such determination, by the disinterested directors under division (a) or by independent legal counsel under

division (b) or by the shareholders under division (c) of this Section 4 shall be evidence in rebuttal of the presumption

recited in Section 1 of this Article XIII. Any determination made by the disinterested directors under division (a)

or by independent legal counsel under division (b) of this Section 4 to make indemnification in respect of any claim, issue

or matter asserted in an action or suit threatened or brought by or in the right of the Corporation shall be promptly communicated to

the person who threatened or brought such action or suit, and within ten (10) days after receipt of such notification, such person shall

have the right to petition the Court of Common Pleas of Franklin County, Ohio, or the court in which such action or suit was brought,

if any, to review the reasonableness of such determination.

SECTION 5. Advances for

Expenses. The provisions of Section 1701.13(E)(5)(a) of the Ohio Revised Code do not apply to the Corporation. Expenses

(including, without limitation, attorneys’ fees, filing fees, court reporters’ fees and transcript costs) incurred in defending

any action, suit or proceeding referred to in Section 1 of this Article XIII shall be paid by the Corporation in advance

of the final disposition of such action, suit or proceeding to or on behalf of the officer or director promptly as such expenses are incurred

by such officer or director, but only if such officer or director shall first agree, in writing, to repay all amounts so paid in respect

of any claim, issue or other matter asserted in such action, suit or proceeding in defense of which such officer or director shall not

have been successful on the merits or otherwise if it is proved by clear and convincing evidence in a court of competent jurisdiction

that, in respect of any such claim, issue or other matter, the officer’s or director’s relevant action or failure to act was

occasioned by the officer’s or director’s deliberate intent to cause injury to the Corporation or reckless disregard for the

best interests of the Corporation, unless, and only to the extent that, the Court of Common Pleas of Franklin County, Ohio, or the court

in which such action or suit was brought shall determine upon application that, despite such determination, and in view of all of the

circumstances, such officer or director is fairly and reasonably entitled to all or part of such indemnification.

SECTION 6. Article XIII

Not Exclusive. The indemnification provided by this Article XIII shall not be exclusive of, and shall be in addition

to, any other rights to which any person seeking indemnification may be entitled under the Articles of Incorporation, this Code of Regulations,

any agreement, a vote of disinterested directors, or otherwise, both as to action in the person’s official capacity and as to action

in another capacity while holding such office, and shall continue as to a person who has ceased to be an officer or director of the Corporation

and shall inure to the benefit of the heirs, executors, and administrators of such a person.

SECTION 7. Insurance. The

Corporation may purchase and maintain insurance, or furnish similar protection, including but not limited to trust funds, letters of credit,

or self-insurance, for or on behalf of any person who is or was a director, officer, employee, agent or volunteer of the Corporation,

or is or was serving at the request of the Corporation as a director, trustee, officer, employee, member, manager, agent or volunteer

of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or

other enterprise, against any liability asserted against the person and incurred by the person in any such capacity, or arising out of

the person’s status as such, whether or not the Corporation would have the obligation or the power to indemnify the person against

such liability under the provisions of this Article XIII. Insurance may be purchased from or maintained with a person in which

the Corporation has a financial interest.

SECTION 8. Certain Definitions. For

purposes of this Article XIII, and as an example and not by way of limitation:

(a) a

person claiming indemnification under this Article XIII shall be deemed to have been successful on the merits or otherwise in defense

of any action, suit or proceeding referred to in Section 1 of this Article XIII, or in defense of any claim, issue or other

matter in such action, suit or proceeding, if such action, suit or proceeding shall be terminated as to the person, with or without prejudice,

without the entry of a judgment or order against the person, without a conviction of the person, without the imposition of a fine upon

such person and without the

person’s payment or agreement

to pay any amount in settlement of such claim, issue or other matter (whether or not any such termination is based upon a judicial or

other determination of the lack of merit of the claims made against the person or otherwise results in a vindication of such person);

and

(b) references

to an “other enterprise” shall include employee tax benefit plans; references to a “fine” shall include any excise

taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation”

shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by,

such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

ARTICLE

XIV

Amendments

The Board of Directors shall

have power to adopt, amend or repeal regulations. Regulations adopted by the Board of Directors may be repealed or changed,

and new regulations made, by the shareholders, and the shareholders may prescribe that any regulations made by them shall not be altered,

amended or repealed by the Board of Directors.

ARTICLE

Conflicts

This Code of Regulations is

adopted subject to any applicable law and the Articles of Incorporation. Whenever this Code of Regulations may conflict with

any applicable law or the Articles of Incorporation, such conflict shall be resolved in favor of such law or the Articles of Incorporation.

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: dp245458_ex9901.htm · Sequence: 4

Exhibit 99.1

—Press Release—

First Eagle Investments Completes Acquisition

of Diamond Hill

Investment Group

Acquisition expands First Eagle’s footprint

in traditional fixed income while complementing existing equity franchises.

Heather Brilliant will continue to lead Diamond

Hill while assuming newly created role of Chief Operating Officer of First Eagle.

New York, NY and Columbus, OH, April 22, 2026—First

Eagle Investments (“First Eagle”) today announced that it has completed the previously announced acquisition of Diamond

Hill Investment Group, Inc. (Nasdaq: DHIL) (“Diamond Hill” or “Company”), a boutique investment management firm

with a long-term, valuation-driven approach across multiple asset classes. The acquisition was first announced on December 11, 2025,

and approved by Diamond Hill shareholders on March 3, 2026. Details of the transaction can be found below.

An independent, privately owned, fundamentally driven investment management

firm, First Eagle’s investment capabilities span equity, fixed income, alternative credit and multi-asset categories. The acquisition

of Diamond Hill markedly increases its footprint in traditional fixed income, which has been an area of significant growth for Diamond

Hill in recent years. In addition, Diamond Hill’s US-focused multi-cap equity platform represents a strong complement to First Eagle’s

existing Global Value and Small Cap franchises. Pro forma for the transaction, First Eagle’s total assets under management and assets

under advisement were approximately $213 billion as of March 31, 2026.

“Serving clients is our primary purpose at First Eagle, and it

drives our commitment to delivering differentiated investment solutions and exceptional service,” said Mehdi Mahmud, President

and Chief Executive Officer of First Eagle. “Our acquisition of Diamond Hill brings together two firms with deeply rooted investment

disciplines and a shared focus on clients’ long-term success. The combination preserves the distinct strengths of each organization

while better positioning us to meet the evolving needs of clients.”

As a First Eagle Investments company, Diamond Hill will maintain its

location in Columbus, Ohio, and there will be no changes to its investment philosophy or process. Heather Brilliant, who had been

Chief Executive Officer, will continue to lead Diamond Hill while also assuming the newly created role of Chief Operating Officer of

First Eagle. In this capacity, Brilliant will work closely with Mahmud to advance the firm’s organic and inorganic growth initiatives,

and oversee its public markets operations and technology platform, its business optimization and integration efforts, and human resources.

“Heather is an exceptional leader with a proven ability to scale

investment platforms while maintaining a strong investment culture,” said Mahmud. “Her expanded role reflects the importance

of this integration and our confidence in her ability to help lead First Eagle’s next phase of growth.”

“As we begin this next chapter, our focus is on executing a thoughtful

integration while building on the strengths of both organizations,” said Brilliant. “First Eagle’s global platform and

resources combined with Diamond Hill’s consistent investment approach create a strong foundation for continued growth. The alignment

between our teams positions us to move forward with clarity and discipline as we execute on our strategic priorities while continuing

to deliver for our clients.”

Transaction Details

As previously announced, under the terms of the merger agreement, Diamond

Hill shareholders are entitled to receive $175.00 per share in cash. With the completion of the transaction, Diamond Hill’s common

shares have ceased trading

and will no longer be listed on the Nasdaq exchange. Diamond Hill will

maintain its location in Columbus, with no changes to its investment philosophy or process.

Advisors

Broadhaven Capital Partners served as financial advisor, Davis Polk

& Wardwell LLP and Vorys, Sater, Seymour & Pease LLP served as legal advisors, and FGS Global served as strategic communications

advisor to Diamond Hill in connection with the transaction. UBS Investment Bank served as financial advisor and Willkie Farr & Gallagher

LLP served as legal advisor to First Eagle in connection with the transaction.

About First Eagle Investments

First Eagle Investments is an independent, privately owned investment

management firm headquartered in New York with approximately $186 billion in assets under management as of March 31, 2026. Dedicated

to providing prudent stewardship of client assets, the firm focuses on active, fundamental and benchmark-agnostic investing, with a strong

emphasis on downside mitigation. With a heritage dating back to 1864, First Eagle strives to help clients avoid permanent impairment

of capital and earn attractive returns through widely varied economic cycles. The firm’s investment capabilities include equity,

fixed income, alternative credit and multi-asset strategies. For more information, please visit www.firsteagle.com.

About Diamond Hill Investment Group

Diamond Hill, a First Eagle Investments company, invests on behalf

of clients through a shared commitment to its valuation-driven investment principles, long-term perspective, capacity discipline and

client alignment. Diamond Hill's investment strategies include differentiated US and international equity, alternative long-short equity

and fixed income. As of March 31, 2026, Diamond Hill's assets under management and assets under advisement totaled approximately $27

billion. For more information visit www.diamond-hill.com.

Total AUM shown in the first section above is pro forma to include the

acquisition of Diamond Hill Capital Management, which closed on April 22, 2026. All figures related to assets under management (AUM) are

preliminary figures based on management’s estimates and as such are subject to change. Some offerings may not be available in all

jurisdictions. The total AUM listed above in the section entitled About First Eagle Investments represents the combined AUM

and assets under advisement of First Eagle Investment Management, LLC, First Eagle Separate Account Management, LLC, Napier Park Global

Capital (Napier Park), Regatta Loan Management (RLM, an advisory affiliate of Napier Park), Napier Park CMV (CMV, an advisory affiliate

of Napier Park), First Eagle Alternative Credit (FEAC) as of 31-Mar-2026. It includes $3.6 billion in committed/non-fee-paying capital

from Napier Park, inclusive of assets managed by RLM and CMV, and $0.9 billion in committed/non-fee-paying capital from FEAC. For CLO

warehouses, AUM represents maximum commitment (loan par value).

Private equity funds indirectly controlled by Genstar Capital, as well

as certain co-investors, indirectly own a majority stake in First Eagle Investment Management, LLC.

First Eagle Investments is the brand name for First Eagle Investment

Management, LLC and its subsidiary investment advisers. First Eagle Alternative Credit and Napier Park are brand names for the two subsidiary

investment advisers engaged in the alternative credit business.

Media Contacts

First Eagle Investments

Pholida Barclay

212-698-3208

pholida.barclay@firsteagle.com

Prosek Partners (on behalf of First Eagle)

Bea Broderick

212-279-3115

pro-firsteagle@firsteagle.com

Diamond Hill

FGS Global

212-687-8080

DiamondHill@fgsglobal.com

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Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

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No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

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No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

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No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

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No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

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- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

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Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityCentralIndexKey

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

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No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Name:

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Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name:

dei_Security12bTitle

Namespace Prefix:

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Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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