ADDED
As of February 26, 2026 , the registrant had 2,705,375 outstanding common shares.
Form 10-K For the Fiscal Year Ended December 31, 2025 Ind ex Required Information Page Part I 3 Item 1.
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 68 Item 13.
Forward-looking statements include, but are not limited to, statements regarding anticipated operating results, prospects and levels of assets under management ("AUM") or assets under advisement ("AUA"), technological developments, economic trends (including interest rates and market volatility), the proposed merger with First Eagle Investment Management, LLC, a Delaware limited liability company ("First Eagle"), other expected transactions and similar matters.
Due to the significant uncertainties in forward-looking statements, the inclusion of such information should not be regarded as a representation by the Company or any other person that its expectations, objectives and plans will be achieved.
Overview DHIL derives its consolidated revenue and net income from investment advisory and fund administration services provided by its wholly-owned subsidiary, Diamond Hill Capital Management, Inc., an Ohio corporation ( DHCM ).
DHCM is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act ), and is the investment adviser and administrator for the Diamond Hill Funds, a series of funds (each, a Diamond Hill Fund , and collectively, the Diamond Hill Funds ), including open-end mutual funds and the Diamond Hill Large Cap Concentrated ETF, an exchange-traded fund ( ETF ), and the Diamond Hill Securitized Credit Fund, a closed-end registered investment company ( DHSC , and collectively with the Diamond Hill Funds, the Proprietary Funds ).
Proposed Merger with First Eagle Investment Management, LLC On December 10, 2025, DHIL entered into an Agreement and Plan of Merger (the "Merger Agreement") with First Eagle, and Soar Christopher Holdings, Inc., an Ohio corporation and a wholly-owned subsidiary of First Eagle ("Merger Sub"), pursuant to which, upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into DHIL (the "Merger"), whereupon the separate existence of Merger Sub will cease, and DHIL will be the surviving corporation as a wholly-owned subsidiary of First Eagle.
Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding DHIL common share (including each DHIL restricted share but excluding any DHIL common shares that are held by First Eagle, Merger Sub or any other subsidiary of First Eagle or DHIL or any DHIL common shares as to which appraisal rights have been properly exercised in accordance with Ohio law) will be automatically converted into the right to receive $175.00 in cash, without interest and subject to deduction for any required withholding tax (the Merger Consideration ).
The obligations of First Eagle and Merger Sub to consummate the Merger are also subject to the Company obtaining the consent of the Company s clients generating an aggregate revenue run-rate of at least 78% of the Company s aggregate revenue run-rate as of November 30, 2025.
REMOVED
As of February 26, 2025, the registrant had 2,787,492 outstanding common shares.
Form 10-K For the Fiscal Year Ended December 31, 2024 Index Required Information Page Part I 3 Item 1.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 61 Item 13.
Forward-looking statements include, but are not limited to, statements regarding anticipated operating results, prospects and levels of assets under management, technological developments, economic trends (including interest rates and market volatility), expected transactions and similar matters.
The Company undertakes no obligation to update any forward-looking statements after the date they are made, whether as a result of new information, future events or developments, except as required by federal securities laws, although it may do so from time to time.
DHCM is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act ), and is the investment adviser and administrator for the Diamond Hill Funds, a series of open-end mutual funds (each, a Diamond Hill Fund , and collectively, the Diamond Hill Funds ) and the Diamond Hill Securitized Credit Fund, a closed-end registered investment company ( DHSC , and collectively with the Diamond Hill Funds, the Proprietary Funds ).
Equity Large Cap $ 17,702 $ 17,307 $ 16,478 Small-Mid Cap 2,009 2,588 2,646 Mid Cap 1,082 1,023 899 Select 755 593 392 Small Cap 253 255 306 Large Cap Concentrated 129 98 99 Micro Cap 33 21 15 Total U.S.
The Company s capacity as of December 31, 2024 was estimated to be $45 billion to $55 billion in domestic equities, $20 billion to $30 billion in international equities, and $50 billion to $70 billion in fixed income.
These asset allocators include centralized research teams at institutional consulting firms, wirehouses, banks, independent broker dealers ( IBD ), and independent registered investment advisory firms ( RIAs ).
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