DHIL 8-K
DIAMOND HILL INVESTMENT GROUP INC (DHIL)
United States
Securities and Exchange Commission
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (
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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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Name of each exchange on which registered |
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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. ☐
Item 2.02 Results of Operations and Financial Condition.
On February 26, 2026, Diamond Hill Investment Group, Inc. (the “Company”) issued a press release reporting its results of operations for the fiscal quarter ended December 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, unless the Company specifically states that the information is to be considered filed under the Exchange Act or incorporates the information by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended. By furnishing the information in this Form 8-K and the attached exhibit, the Company is making no admission as to the materiality of any information in this Form 8-K or the exhibit.
Item 9.01 Financial Statements and Exhibits
Exhibit No. |
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Description |
99.1 |
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Earnings release issued by the Registrant dated February 25, 2026. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Forward-Looking Statements
This communication, the documents incorporated herein by reference and statements, whether oral or written, made from time to time by representatives of the Company, may contain or incorporate “forward-looking statements” within the meaning of federal securities laws. 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. These forward-looking statements may include, without limitation, any statements preceded by, followed by or including words such as “may,” “could,” “can have,” “believe,” “expect,” “aim,” “anticipate,” “target,” “goal,” “project,” “assume,” “budget,” “potential,” “estimate,” “guidance,” “forecast,” “outlook,” “would,” “will,” “continue,” “likely,” “should,” “hope,” “seek,” “plan,” “intend,” and variations of such words and similar expressions. Similarly, descriptions of the Company’s objectives, strategies, plans, goals, or targets are also forward-looking statements. Such forward-looking statements include but are not limited to statements about the proposed Merger, including the expected timetable for completing the Merger and statements that are not historical facts.
Forward-looking statements are based on the Company’s expectations at the time such statements are made, speak only as of the dates they are made and are susceptible to a number of risks, uncertainties and other factors. While the Company believes that the assumptions underlying its forward-looking statements are reasonable, investors are cautioned that any of the assumptions could prove to be inaccurate and, accordingly, the Company's actual results and experiences may differ materially from the anticipated results or other expectations expressed in its forward-looking statements. Factors that may cause the Company’s actual results or experiences to differ materially from results discussed in forward-looking statements include, but are not limited to the factors discussed in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission (“SEC”), and any factors discussed in the section entitled “Risk Factors” in any of our subsequently filed SEC filings, and the following: (i) the occurrence of any event, change, or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive transaction agreement between the Company and Purchaser, including in circumstances requiring the Company to pay a termination fee; (ii) potential litigation relating to the Merger that could be instituted against the parties to the definitive transaction agreement or their respective directors or officers, including the effects of any outcomes related thereto; (iii) the possibility that the Merger does not close when expected or at all because required regulatory, shareholder, or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all; (iv) reputational risk and potential adverse reactions of clients, employees or other business partners and the businesses generally, including those resulting from the announcement of the Merger, including any resulting reduction in the Company’s AUM or AUA and the withdrawal, renegotiation or termination of any investment advisory agreements; (v) the risk that any announcements relating to the Merger could have adverse effects on the market price of the Company Common Shares; (vi) significant transaction costs associated with the Merger; and (vii) the diversion of management’s attention and time from ongoing business operations and opportunities on Merger-related matters.
Forward-looking statements attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above and in the Company’s other public documents on file with the SEC. New risks and uncertainties arise from time to time, and factors that the Company currently deems immaterial may become material, and it is impossible for the Company to predict these events or how they may affect it. 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, changes in its expectations or developments or otherwise, except as required by law, although it may do so from time to time. The Company does not endorse any projections regarding future performance that may be made by third parties.
Additional Information and Where to Find It
This Form 8-K does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities. This communication relates to the Merger. In connection with the Merger, on January 28, 2026, the Company filed with the SEC a definitive proxy statement on Schedule 14A relating to a special meeting of its shareholders (the “Merger Proxy Statement”). This communication is not a substitute for the Merger Proxy Statement or any other document that the Company may file with the SEC and send to its shareholders in connection with the Merger. The Merger will be submitted to the Company’s shareholders for their consideration. Before making any voting decision, the Company’s shareholders are urged to read all relevant documents filed or to be filed with the SEC, including the Merger Proxy Statement, as well as any amendments or supplements to those documents, when they become available, because they will contain important information about the Company and the Merger.
The Company’s shareholders may obtain a free copy of the Merger Proxy Statement, as well as other filings containing information about the Company, free of charge, at the SEC’s website (www.sec.gov). Copies of the Merger Proxy Statement and other documents filed by the Company with the SEC may be obtained, without charge, by contacting the Company through its website at www.diamond-hill.com.
Participants in the Solicitation
The Company, its directors, executive officers and other persons related to the Company may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the Merger. Information about the directors and executive officers of the Company and their ownership of Company Common Shares is set forth in the section entitled “Executive Officer Stock Ownership and Retention Guidelines” in the Company’s proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on March 14, 2025 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000909108/000090910825000014/dhil-20250311.htm). To the extent that holdings of the Company’s securities by its directors or executive officers have changed since the amounts printed in the Company’s proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 and Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Merger Proxy Statement and other relevant materials to be filed with the SEC in connection with the Merger when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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DIAMOND HILL INVESTMENT GROUP, INC. |
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Date: |
February 26, 2026 |
By: |
/s/ Thomas E. Line |
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Thomas E. Line, Chief Financial Officer and Treasurer |
Exhibit 99.1
FOR IMMEDIATE RELEASE:
Investor Contact: |
Tom Line—Chief Financial Officer |
614-255-5989 ([email protected]) |
DIAMOND HILL INVESTMENT GROUP, INC.
REPORTS 2025 FINANCIAL RESULTS
COLUMBUS, Ohio - February 26, 2026 -- Diamond Hill Investment Group, Inc. (Nasdaq: DHIL) today reported financial results for the fourth quarter and year ended December 31, 2025.
The following are selected highlights for the year ended December 31, 2025:
The fourth quarter was punctuated with the announcement of our partnership with First Eagle. “This partnership is a testament to the strength and resilience of our business and delivers immediate value to our shareholders,” said Heather Brilliant, CEO of Diamond Hill. “Joining First Eagle, whose 160-year history reflects a deep commitment to client outcomes, is expected to position Diamond Hill for continued success over the long term. We are incredibly proud of what our team has accomplished and look forward to building an even stronger future as part of First Eagle.”
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1 Adjusts the financial measure calculated in accordance with U.S. generally accepted accounting principles (“GAAP”) for the impact of market movements on the deferred compensation liability and related economic hedges, and the impact of any mutual funds the Company consolidates. See the reconciliation to the comparable GAAP financial measure at the end of this earnings release.
2 Adjusts the financial measure calculated in accordance with GAAP for the impact of any mutual funds the Company consolidates and investment income related to certain other investments. See the reconciliation to the comparable GAAP financial measure at the end of this earnings release.
325 John H. McConnell Blvd, Suite 200, Columbus, Ohio 43215 614-255-3333 [email protected]
Selected Income Statement Data
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Three Months Ended December 31, |
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Year Ended December 31, |
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2025 |
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2024 |
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% Change |
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2025 |
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2024 |
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% Change |
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Revenue |
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$ |
36,553 |
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$ |
39,121 |
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(7)% |
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$ |
147,098 |
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$ |
151,095 |
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(3)% |
Compensation and related costs, |
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18,223 |
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18,602 |
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(2)% |
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72,467 |
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74,589 |
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(3)% |
Deferred compensation expense |
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1,967 |
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204 |
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864% |
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6,095 |
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4,776 |
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28% |
Other expenses |
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10,185 |
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7,076 |
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44% |
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31,800 |
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27,838 |
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14% |
Total operating expenses |
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30,375 |
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25,882 |
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17% |
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110,362 |
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107,203 |
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3% |
Net operating income |
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6,178 |
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13,239 |
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(53)% |
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36,736 |
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43,892 |
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(16)% |
Investment income (loss), net |
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6,377 |
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(3,261 |
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NM |
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30,545 |
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15,119 |
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102% |
Net income before taxes |
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12,555 |
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9,978 |
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26% |
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67,281 |
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59,011 |
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14% |
Income tax expense |
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(3,292 |
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(2,586 |
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27% |
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(17,921 |
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(15,833 |
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13% |
Net income |
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9,263 |
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7,392 |
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25% |
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49,360 |
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43,178 |
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14% |
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Net income attributable to redeemable noncontrolling interest |
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15 |
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— |
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NM |
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(598 |
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— |
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NM |
Net income attributable to common |
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$ |
9,278 |
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$ |
7,392 |
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26% |
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$ |
48,762 |
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$ |
43,178 |
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13% |
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Earnings per share attributable to |
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$ |
3.41 |
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$ |
2.73 |
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25% |
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$ |
17.91 |
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$ |
15.66 |
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14% |
325 John H. McConnell Blvd, Suite 200, Columbus, Ohio 43215 614-255-3333 [email protected]
Selected Assets Under Management and Assets Under Advisement Data
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Change in AUM and AUA |
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For the Year |
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(in millions) |
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2025 |
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2024 |
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AUM at beginning of the year |
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$ |
30,012 |
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$ |
27,418 |
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Net cash inflows (outflows) |
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Proprietary Funds |
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(613 |
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726 |
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Separately managed accounts |
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(1,341 |
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(1,269 |
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Collective investment trusts |
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(306 |
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403 |
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Other pooled vehicles |
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(481 |
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(149 |
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(2,741 |
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(289 |
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Net market appreciation and income |
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2,111 |
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2,883 |
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Increase (decrease) during the year |
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(630 |
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2,594 |
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AUM at end of the year |
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29,382 |
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30,012 |
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AUA at end of the year |
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1,580 |
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1,913 |
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Total AUM and AUA at end of year |
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$ |
30,962 |
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$ |
31,925 |
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Average AUM during the year |
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$ |
30,039 |
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$ |
29,718 |
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Average AUA during the year |
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1,797 |
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1,892 |
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Total Average AUM and AUA during the year |
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$ |
31,836 |
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$ |
31,610 |
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Net Cash Inflows (Outflows) Further Breakdown |
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For the Year Ended December 31, |
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(in millions) |
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2025 |
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2024 |
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Net cash inflows (outflows) |
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Equity |
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$ |
(5,031 |
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$ |
(2,544 |
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Fixed Income |
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2,290 |
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2,255 |
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$ |
(2,741 |
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$ |
(289 |
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About Diamond Hill:
Diamond Hill invests on behalf of clients through a shared commitment to its valuation-driven investment principles, long-term perspective, capacity discipline and client alignment. An independent active asset manager with significant employee ownership, Diamond Hill’s investment strategies include differentiated U.S. and international equity, alternative long-short equity and fixed income.
325 John H. McConnell Blvd, Suite 200, Columbus, Ohio 43215 614-255-3333 [email protected]
Non-GAAP Financial Measures and Reconciliation
As supplemental information, the Company is providing certain financial measures that are based on methodologies other than GAAP (“non-GAAP”). Management believes the non-GAAP financial measures below are useful measures of the Company’s core business activities, are important metrics in estimating the value of an asset management business, and help facilitate comparisons to Company operating performance across periods. These non-GAAP financial measures are presented for supplemental informational purposes only, should not be used as a substitute for financial measures calculated in accordance with GAAP and may be calculated differently from similarly titled non-GAAP measures used by other companies. The following schedules reconcile the differences between financial measures calculated in accordance with GAAP and non-GAAP financial measures for 2025 and 2024. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, as well as the Company’s condensed consolidated financial statements and related notes in its annual report on Form 10-K for the year ended December 31, 2025.
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Year Ended December 31, 2025 |
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(in thousands, except percentages and per share data) |
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Total |
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Net operating |
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Total non- |
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Income tax |
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Net income |
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Earnings per |
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Net |
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GAAP Basis |
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$ |
110,362 |
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$ |
36,736 |
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$ |
30,545 |
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$ |
17,921 |
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$ |
48,762 |
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$ |
17.91 |
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25 |
% |
Non-GAAP Adjustments: |
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Deferred compensation liability(1) |
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(6,095 |
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6,095 |
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(6,095 |
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— |
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— |
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— |
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4 |
% |
Consolidated Funds(2) |
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— |
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215 |
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(3,623 |
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(755 |
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(2,055 |
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(0.75 |
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— |
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Other investment income(3) |
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— |
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— |
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(20,827 |
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(5,597 |
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(15,230 |
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(5.60 |
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— |
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Adjusted Non-GAAP basis |
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$ |
104,267 |
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$ |
43,046 |
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$ |
— |
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$ |
11,569 |
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$ |
31,477 |
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$ |
11.56 |
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29 |
% |
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Year Ended December 31, 2024 |
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(in thousands, except percentages and per share data) |
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Total |
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Net operating |
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Total non- |
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Income tax |
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Net income |
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Earnings per |
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Net |
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GAAP Basis |
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$ |
107,203 |
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$ |
43,892 |
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$ |
15,119 |
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$ |
15,833 |
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$ |
43,178 |
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$ |
15.66 |
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29 |
% |
Non-GAAP Adjustments: |
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Deferred compensation liability (1) |
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(4,776 |
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4,776 |
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(4,776 |
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— |
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— |
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— |
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3 |
% |
Consolidated Funds(2) |
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— |
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28 |
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199 |
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61 |
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165 |
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0.06 |
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— |
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Other investment income(3) |
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— |
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— |
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(10,542 |
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(2,825 |
) |
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(7,717 |
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(2.80 |
) |
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— |
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Adjusted Non-GAAP basis |
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$ |
102,427 |
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$ |
48,696 |
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$ |
— |
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$ |
13,069 |
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$ |
35,626 |
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$ |
12.92 |
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32 |
% |
(1) This non-GAAP adjustment removes the compensation expense resulting from market valuation changes in the Company’s deferred compensation plans’ liability and the related net gains/losses on investments designated as an economic hedge against the related liability. Amounts deferred under the deferred compensation plans are adjusted for appreciation/depreciation of investments chosen by participants. The Company believes it is useful to offset the non-operating investment income or loss realized on the hedges against the related compensation expense and remove the net impact to help readers understand the Company’s core operating results and to improve comparability from period to period.
(2) This non-GAAP adjustment removes the impact that the consolidation of majority owned mutual funds has on the Company’s GAAP consolidated statements of income. Specifically, the Company adds back the operating expenses and subtracts the investment income of the mutual funds the Company consolidates. The adjustment to net operating income represents the operating expenses of the consolidated mutual funds, net of the elimination of related management and administrative fees. The adjustment to net income attributable to common shareholders represents the net income of the consolidated mutual funds, net of redeemable non-controlling interests. The Company believes removing the impact of the consolidated mutual funds helps readers understand its core operating results and improves comparability from period to period.
325 John H. McConnell Blvd, Suite 200, Columbus, Ohio 43215 614-255-3333 [email protected]
(3) This non-GAAP adjustment represents the net gains or losses earned on the Company’s non-consolidated investment portfolio that are not designated as economic hedges of the Company's deferred compensation plans’ liability, non-consolidated seed investments, and other investments. The Company believes adjusting for these non-operating income or loss items helps readers understand the Company’s core operating results and improves comparability from period to period.
(4) The income tax expense impacts were calculated and resulted in the overall non-GAAP effective tax rates of 26.9% for 2025 and 26.8% for 2024.
The Company does not recommend that investors consider non-GAAP financial measures alone, or as a substitute for, financial information prepared in accordance with GAAP.
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325 John H. McConnell Blvd, Suite 200, Columbus, Ohio 43215 614-255-3333 [email protected]
Cautionary Note Regarding Forward-Looking Statements
Throughout this press release, the Company may make “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, as amended (the “PSLR Act”), Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are provided under the “safe harbor” protection of the PSLR Act of 1995. Forward-looking statements include, but are not limited to, statements regarding anticipated operating results, prospects and levels of AUM or AUA, technological developments, economic trends (including interest rates and market volatility), expected transactions and similar matters. The words “may,” “believe,” “expect,” “anticipate,” “target,” “goal,” “project,” “estimate,” “guidance,” “forecast,” “outlook,” “would,” “will,” “continue,” “likely,” “should,” “hope,” “seek,” “plan,” “intend,” and variations of such words and similar expressions identify forward-looking statements. Similarly, descriptions of the Company’s objectives, strategies, plans, goals, or targets are also forward-looking statements. Forward-looking statements are based on the Company’s expectations at the time such statements are made, speak only as of the dates they are made and are susceptible to a number of risks, uncertainties and other factors. While the Company believes that the assumptions underlying its forward-looking statements are reasonable, investors are cautioned that any of the assumptions could prove to be inaccurate and, accordingly, the Company’s actual results and experiences may differ materially from the anticipated results or other expectations expressed in its forward-looking statements.
Factors that could cause the Company’s actual results or experiences to differ materially from those expressed or implied by the forward-looking statements are discussed under Part I, Item 1A (Risk Factors) and elsewhere in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These factors include, but are not limited to: (i) declines or volatility in the Company’s AUM or AUA, whether due to market conditions, investment performance, client withdrawals, asset allocation decisions, or otherwise; (ii) the loss, renegotiation, non-renewal, or termination of investment advisory or administration agreements, including as a result of the pending merger or client consent requirements; (iii) risks related to, or the failure to consummate, the proposed acquisition of the Company by First Eagle Investment Management, LLC, including the failure to obtain required approvals or client consents, delays in completion, transaction-related costs, restrictions on operations prior to closing, disruption to business relationships, shareholder litigation, or failure to realize anticipated benefits; (iv) damage to the Company’s reputation or adverse public perception; (v) failure to comply with investment guidelines, fiduciary obligations, regulatory requirements, or other contractual obligations; (vi) intense competition within the investment management industry, including from firms with greater resources or lower-fee or passive investment offerings; (vii) industry trends toward lower fee products, passive strategies, and model portfolio arrangements that may adversely impact revenues; (viii) adverse legal, regulatory, tax, or accounting developments or increased compliance costs; (ix) cybersecurity incidents, technology failures, or disruptions involving the Company or third-party service providers; (x) operational risks, including errors, systems interruptions, employee misconduct, or inadequate risk management controls; (xi) the Company’s ability to adapt to technological change, including the effective and responsible development and use of artificial intelligence (“AI”) and compliance with evolving AI-related regulations; (xii) losses on the Company’s investments or fluctuations in investment income; (xiii) limitations on access to capital or increased costs of financing; (xiv) losses or liabilities not covered by insurance; (xv) adverse changes in interest rates, inflation, credit conditions, or capital markets; (xvi) changes in domestic or global economic, political, or geopolitical conditions, including political uncertainty and economic nationalism; (xvii) the effects of natural disasters, pandemics, or other catastrophic or unpredictable events; and (xviii) other risks and uncertainties described from time to time in the Company’s filings with the U.S. Securities and Exchange Commission.
In light of 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. All forward-looking statements made in this press release are based on information presently available to the management of the Company and speak only as of the date hereof. Readers are cautioned not to place undue reliance on forward-looking statements. New risks and uncertainties arise from time to time, and factors that the Company currently deems immaterial may become material, and it is impossible for the Company to predict these events or how they may affect it. The Company assumes 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 or otherwise, except as required by law, although it may do so from time to time. The Company does not endorse any projections regarding future performance that may be made by third parties.
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