Form DEFM14A DIAMOND HILL INVESTMENT

On December 10, 2025, Diamond Hill Investment Group, Inc. (referred to as “Diamond Hill”), First Eagle Investment Management, LLC (referred to as “First Eagle”) and Soar Christopher Holdings, Inc., a wholly-owned subsidiary of First Eagle (referred to as “Merger Sub”), entered into an Agreement and Plan of Merger that provides for the acquisition of Diamond Hill by First Eagle (such agreement, as it may be amended from time to time, referred to as the “merger agreement”). Pursuant to the terms of the merger agreement, Merger Sub will merge with and into Diamond Hill (referred to as the “merger”), whereupon the separate existence of Merger Sub will cease, and Diamond Hill will be the surviving corporation (referred to as the “surviving corporation”) as a wholly-owned subsidiary of First Eagle. The Diamond Hill Board and the sole manager of First Eagle have unanimously approved the merger agreement and the merger.

Upon the terms and subject to the conditions of the merger agreement, at the effective time of the merger, you will be entitled to receive, for each issued and outstanding share of common stock, without par value, of Diamond Hill (the “Diamond Hill common stock”) that you own immediately prior to the effective time of the merger, $175.00 in cash without interest and subject to deduction for any required withholding tax (referred to as the “merger consideration”). The merger consideration represents an approximately 49% premium over the unaffected price of Diamond Hill common stock of $117.48 (which was the closing trading price on December 10, 2025, the last trading day prior to the public announcement of the execution of the merger agreement).

The Diamond Hill Board has unanimously: (i) declared that the merger agreement and the transactions contemplated thereby are fair to, and in the best interests of, Diamond Hill and its shareholders, and declared that it is advisable to enter into the merger agreement and consummate the transactions contemplated thereby upon the terms and subject to the conditions set forth therein, (ii) approved the execution and delivery of the merger agreement by Diamond Hill, the performance by Diamond Hill of its covenants and other obligations thereunder, and the consummation of the transactions contemplated thereby upon the terms and subject to the conditions set forth therein, (iii) recommended, subject to the terms and conditions of the merger agreement, that Diamond Hill’s shareholders approve and adopt the merger agreement, and (iv) directed that the approval and adoption of the merger agreement and the transactions contemplated thereby be submitted to a vote at a meeting of Diamond Hill’s shareholders.

At the special meeting of Diamond Hill shareholders described in the accompanying proxy statement (referred to as the “special meeting”), you will be asked to approve a proposal to adopt the merger agreement (the “merger agreement proposal”) and to vote on other merger-related matters. The Diamond Hill Board unanimously recommends that Diamond Hill shareholders vote “FOR” the merger agreement proposal and “FOR” each of the other proposals described in the accompanying proxy statement.

Your vote is very important regardless of the number of shares of Diamond Hill common stock that you own. First Eagle and Diamond Hill cannot complete the merger without the approval of the merger agreement proposal by Diamond Hill shareholders holding a majority of the shares of Diamond Hill common stock outstanding and entitled to vote thereon at the close of business on January 27, 2026, the record date for the special meeting. The failure of any Diamond Hill shareholder to vote will have the same effect as a vote against the approval of the merger agreement proposal. Whether or not you plan to participate in the special meeting, Diamond Hill urges you to submit a proxy in advance of the special meeting to have your shares voted by using one of the methods described in the accompanying proxy statement. If your shares are held in the name of a bank, brokerage firm or other nominee, please follow the instructions on the voting instruction card furnished by such bank, brokerage firm or other nominee. You must provide voting instructions by filling out the voting instruction card in order for your shares to be voted.

More information about First Eagle, Diamond Hill, the special meeting, the merger and the proposals for consideration at the special meeting is contained in the accompanying proxy statement. Please carefully read the entire proxy statement and the annexes and documents included in, or incorporated by reference into, the proxy statement.

If you have any questions or need assistance voting your shares of Diamond Hill common stock, please contact Morrow Sodali LLC, our proxy solicitor (referred to as “Sodali”), by calling toll-free at (800) 662-5200.

On behalf of the Diamond Hill Board, thank you for your continued support.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OF THE MERGER AGREEMENT, THE MERGER OR THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT OR DETERMINED IF THE ACCOMPANYING PROXY STATEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The accompanying proxy statement is dated January 28, 2026 and is first being mailed to Diamond Hill shareholders on or about January 28, 2026.

This is a notice that the special meeting of shareholders of Diamond Hill Investment Group, Inc. (referred to as “Diamond Hill”) will be held on March 3, 2026, beginning at 10:00 a.m., Eastern Time (such meeting is referred to as the “special meeting”). The special meeting will be a completely virtual, live audio webcast meeting of shareholders and will be held for the following purposes:

The proxy statement of which this notice is a part: (a) incorporates important business and financial information about Diamond Hill, First Eagle and Merger Sub from other documents that Diamond Hill has filed with the U.S. Securities and Exchange Commission (referred to as the “SEC”) and that are contained in or incorporated by reference into this proxy statement, and (b) provides a detailed description of the merger and the merger agreement and the other matters to be considered at the special meeting, including the proposals listed above. Please refer to the accompanying proxy statement, including the merger agreement and the other annexes and documents included in, or incorporated by reference into, the accompanying proxy statement for further information with respect to the business to be transacted at the special meeting. You are encouraged to read the entire proxy statement carefully before voting. The Diamond Hill Board has unanimously: (i) declared that the merger agreement and the transactions contemplated thereby are fair to, and in the best interests of, Diamond Hill and its shareholders, and declared that it is advisable to enter into the merger agreement and consummate the transactions contemplated thereby upon the terms and subject to the conditions set forth therein, (ii) approved the execution and delivery of the merger agreement by Diamond Hill, the performance by Diamond Hill of its covenants and other obligations thereunder, and the consummation of the transactions contemplated thereby upon the terms and subject to the conditions set forth therein, (iii) recommended, subject to the terms and conditions of the merger agreement, that Diamond Hill’s shareholders approve and adopt the merger agreement, and (iv) directed that the approval and adoption of the merger agreement and the transactions contemplated thereby be submitted to a vote at a meeting of Diamond Hill’s shareholders.

The Diamond Hill Board unanimously recommends that Diamond Hill shareholders vote “FOR” the merger agreement proposal, “FOR” the merger-related compensation proposal and “FOR” the adjournment proposal.

The Diamond Hill Board has fixed the close of business on January 27, 2026 as the record date for determination of Diamond Hill shareholders entitled to receive notice of, and to vote at, the special meeting or any adjournments or postponements thereof (referred to as the “record date”). Only holders of record of Diamond Hill common stock as of the close of business on the record date are entitled to receive notice of, and to vote at, the special meeting.

Under Ohio law, holders of Diamond Hill common stock who do not vote in favor of the merger agreement proposal will have the right to seek appraisal and obtain payment in cash for the fair value of their shares of Diamond Hill common stock, as determined by the Ohio Court of Common Pleas if the merger is completed, but only if they

strictly comply with the procedures prescribed by Ohio law. These procedures are summarized in “Appraisal Rights of Diamond Hill Shareholders” beginning on page 81 of the accompanying proxy statement. In addition, the text of the applicable provisions of Ohio law is attached as Annex D to the accompanying proxy statement.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES THAT YOU OWN.

The merger cannot be completed unless the merger agreement proposal is approved by the affirmative vote, at the virtual special meeting or by proxy, of holders of a majority of the shares of Diamond Hill common stock outstanding and entitled to vote thereon. Abstentions will be included in determining the presence of a quorum at the special meeting. Broker non-votes will not be included in determining the presence of a quorum at the special meeting.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the internet or by telephone, or (3) attend the special meeting in person (virtually), your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. Assuming a quorum is present, your shares will have the same effect as a vote “AGAINST” the merger agreement proposal but will have no effect on the other proposals.

Whether or not you expect to participate in the special meeting, Diamond Hill urges you to submit a proxy to have your shares voted as promptly as possible either: (1) via the internet at www.proxyvote.com (see proxy card for instructions), (2) by telephone (see proxy card for instructions), or (3) by completing, signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the special meeting. If your shares are held in “street name” by a bank, brokerage firm or other nominee, please follow the instructions on the voting instruction card furnished by such bank, brokerage firm or other nominee. Any shareholder of record participating in the special meeting may vote even if such shareholder has returned a proxy card. However, if your shares are held in “street name” you must obtain a “legal proxy” from the bank, brokerage firm or other nominee to vote at the special meeting.

Diamond Hill shareholders of record as of January 27, 2026 will be able to participate in the special meeting by visiting www.virtualshareholdermeeting.com/DHIL2026SM and entering the 16-digit control number included on the proxy card or voting instruction card that accompanied your proxy materials.

If you have any questions about the special meeting, the merger, the proposals or the accompanying proxy statement, would like additional copies of this proxy statement, need to obtain proxy cards or other information related to this proxy solicitation or need help submitting a proxy or voting your shares of Diamond Hill common stock, you should contact:

Diamond Hill is a boutique investment management firm that 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. As of September 30, 2025, Diamond Hill’s assets under management and assets under advisement totaled $32.4 billion. Diamond Hill was formed under the laws of the State of Florida on April 18, 1990, and was later reincorporated in Ohio on May 2, 2002. The principal executive office of Diamond Hill is located at 325 John H. McConnell Boulevard, Suite 200, Columbus, Ohio 43215, and its telephone number is (614) 255-3333.

First Eagle is an independent, privately owned investment management firm headquartered in New York, with approximately $176 billion in assets under management as of September 30, 2025. 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. The principal executive offices of First Eagle are located at 1345 Avenue of Americas, New York, NY 10105, and its telephone number is (212) 698-3300.

Merger Sub is a wholly-owned subsidiary of First Eagle. Merger Sub was incorporated by First Eagle solely for the purpose of consummating the transactions contemplated by the merger agreement, has not engaged in any activities other than those incident to its formation and in connection with or as contemplated by the merger agreement and the transactions contemplated thereby. The principal executive offices of Merger Sub are located at c/o First Eagle Investment Management, LLC, 1345 Avenue of Americas, New York, NY 10105, and its telephone number is (212) 698-3300.

A copy of the merger agreement is attached as Annex A to this proxy statement. Diamond Hill encourages you to read the entire merger agreement carefully because it is the principal document governing the merger. For more information on the merger agreement, see the section titled “The Merger Agreement” beginning on page 56 of this proxy statement.

Upon the terms and subject to the conditions of the merger agreement and in accordance with Ohio law, Merger Sub will merge with and into Diamond Hill, whereupon the separate existence of Merger Sub will cease and Diamond Hill will be the surviving corporation as a wholly-owned subsidiary of First Eagle.

The following diagrams illustrate in simplified terms the merger and the effect of the merger on the organizational structures of First Eagle and Diamond Hill.

The following diagram illustrates in simplified terms the organizational structure of First Eagle and Diamond Hill prior to the merger:

The following diagram illustrates in simplified terms the merger:

The following diagram illustrates in simplified terms the organizational structure of First Eagle and Diamond Hill after the merger:

At the effective time of the merger (referred to as the “effective time”), each share of Diamond Hill common stock issued and outstanding immediately prior to the effective time, including each Diamond Hill Restricted Share (as defined below) but excluding (x) any shares of Diamond Hill common stock that are held by First Eagle, Merger Sub or any other subsidiary of First Eagle or Diamond Hill (referred to as “excluded shares”), and (y) any shares of Diamond Hill common stock as to which appraisal rights have been properly exercised in accordance with Ohio law (referred to as “dissenting shares”), will be converted into the right to receive the merger consideration of $175.00 in cash, without interest and subject to deduction for any required withholding tax (referred to as the “merger consideration”). Each share of preferred stock of Diamond Hill, without par value (each, a “Diamond Hill preferred share”), outstanding immediately prior to the effective time will automatically be canceled and retired for no consideration and will cease to exist. As of the date of this proxy statement, there are no Diamond Hill preferred shares outstanding.

Restricted Shares. Effective as of immediately prior to the effective time, each restricted share of Diamond Hill common stock (each, a “Diamond Hill Restricted Share”) that is outstanding immediately prior to the effective time will fully vest and will be canceled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the merger consideration.

Treatment of ESPP. Subject to the consummation of the merger, the Diamond Hill Employee Stock Purchase Plan (the “ESPP”) will terminate effective immediately prior to the effective time. The ESPP will be frozen and suspended at the end of the “offering period” in progress as of December 10, 2025, and following December 10, 2025 until the effective time, no new offering periods will be commenced under the ESPP, no new participants will be permitted to commence participation in the ESPP, and no current participants will be permitted to effectuate changes to their elections or contributions to the ESPP.

For additional information on the treatment of Diamond Hill equity awards in connection with the merger, see the section titled “The Merger (Proposal 1)—Interests of Diamond Hill’s Directors and Executive Officers in the Merger—Treatment of Diamond Hill Equity Awards.”

At its December 10, 2025 meeting held to evaluate the merger, the Diamond Hill Board unanimously: (i) declared that the merger agreement and the transactions contemplated thereby are fair to, and in the best interests of, Diamond Hill and its shareholders, and declared that it is advisable to enter into the merger agreement and consummate the transactions contemplated thereby upon the terms and subject to the conditions set forth therein, (ii) approved the execution and delivery of the merger agreement by Diamond Hill, the performance by Diamond Hill of its covenants and other obligations thereunder, and the consummation of the transactions contemplated thereby upon the terms and subject to the conditions set forth therein, (iii) recommended, subject to the terms and conditions of the merger agreement, that Diamond Hill’s shareholders approve and adopt the merger agreement, and (iv) directed that the approval and adoption of the merger agreement and the transactions contemplated thereby be submitted to a vote at a meeting of Diamond Hill’s shareholders.

The Diamond Hill Board unanimously recommends that Diamond Hill shareholders vote “FOR” the merger agreement proposal, “FOR” the merger-related compensation proposal and “FOR” the adjournment proposal.

In evaluating the merger and the merger agreement and arriving at its determination, the Diamond Hill Board consulted with Diamond Hill’s senior management and representatives of Diamond Hill’s financial advisor, Broadhaven Capital Partners, LLC (referred to as “Broadhaven”), Diamond Hill’s outside legal counsel, Davis Polk & Wardwell LLP (referred to as “Davis Polk”), and the Diamond Hill Board’s outside legal counsel, Vorys, Sater, Seymour and Pease LLP (referred to as “Vorys”), and considered a number of substantive factors, both positive and negative, and potential benefits and detriments of the merger to Diamond Hill and Diamond Hill shareholders, as described in more detail in the section titled “The Merger (Proposal 1)—Diamond Hill’s Reasons for the Merger; Recommendation of the Diamond Hill Board.”

Broadhaven was retained by Diamond Hill to act as its financial advisor and provide an opinion in connection with the merger. Diamond Hill selected Broadhaven to act as its financial advisor based on Broadhaven’s qualifications, experience, reputation and knowledge of the relevant industry and the business in which Diamond Hill operates. On December 10, 2025, Broadhaven rendered its oral opinion, which was confirmed by delivery of a written opinion dated December 10, 2025, to the Diamond Hill Board to the effect that, as of that date and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Broadhaven as set forth in its opinion, the merger consideration was fair to the holders of shares of Diamond Hill common stock (other than the excluded shares and dissenting shares) from a financial point of view.

The full text of Broadhaven’s written opinion to the Diamond Hill Board, dated December 10, 2025, is attached as Annex C to this proxy statement and is incorporated into this proxy statement by reference in its entirety. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Broadhaven in rendering its opinion. Shareholders of Diamond Hill are urged to, and should, read the opinion carefully and in its entirety. This summary is qualified in its entirety by reference to the full text of such opinion. Broadhaven’s opinion was directed to the Diamond Hill Board (in its capacity as such) and addressed only the fairness, from a financial point of view, to the holders of shares of Diamond Hill common stock (other than the excluded shares and dissenting shares) of the merger consideration, as of the date of the opinion. Broadhaven does not express any view on, and its opinion does not address, any other aspect of the transactions contemplated by the merger agreement.

For additional information, see the section titled “The Merger (Proposal 1)—Opinion of Financial Advisor to Diamond Hill.”

The merger is not subject to a financing condition. As of the date of this proxy statement, First Eagle intends to fund the merger consideration with a combination of cash on hand and by drawing on all or a portion of one or more credit facilities existing under its credit agreement, which as of the date of this proxy statement has unfunded commitments sufficient to fund the merger consideration and anticipated related expenses (the “Existing Credit Agreement”). Borrowings under the Existing Credit Agreement are subject to customary conditions. First Eagle is not obligated to finance the merger consideration with borrowings under the Existing Credit Agreement and may seek alternative sources of financing.

In connection with the merger, it is expected that amounts outstanding under that certain Credit Agreement, dated as of March 19, 2019, as amended from time to time, by and between Diamond Hill, as the borrower, and The Huntington National Bank, as lender (the “Diamond Hill Credit Agreement”), will be fully repaid and that all commitments thereunder will be terminated.

For more information about the financing of the merger, see the sections titled “The Merger (Proposal 1)—Financing of the Merger” and “The Merger Agreement—Financing of the Merger.”

The receipt of cash in exchange for Diamond Hill common stock pursuant to the merger generally will be a taxable transaction for U.S. federal income tax purposes. U.S. Holders (as defined below under “Material U.S. Federal Income Tax Consequences of the Merger—U.S. Holders”) generally will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (a) the amount of cash received and (b) the U.S. Holder’s adjusted tax basis in the Diamond Hill common stock surrendered in exchange.

Except in certain specific circumstances described below under “Material U.S. Federal Income Tax Consequences of the Merger—Non-U.S. Holders,” a Non-U.S. Holder (as defined below under “Material U.S. Federal Income Tax Consequences of the Merger—U.S. Holders”) generally will not be subject to U.S. federal income tax, unless such Non-U.S. Holder has certain connections with the U.S.

The U.S. federal income tax consequences described above may not apply to all holders of Diamond Hill common stock. You should read the section titled “Material U.S. Federal Income Tax Consequences of the Merger” for a more complete discussion of the U.S. federal income tax consequences of the merger to you. Tax matters are complicated and the tax consequences of the merger to you will depend on your particular tax situation. You should consult your tax advisor to determine the applicable U.S. federal, state, local and non-U.S. tax consequences of the merger to you.

The merger is subject to the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (referred to as the “HSR Act”), which prevents Diamond Hill and First Eagle from completing the merger until a Notification and Report Form is filed on behalf of each of Diamond Hill and First Eagle with the Antitrust Division of the Department of Justice (the “DOJ”) and the Federal Trade Commission (the “FTC”) and the HSR Act waiting period is terminated or expires, and no judgement, injunction, order or decree of a governmental authority shall have been entered and continue to be in effect. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filings of their respective HSR Act notification forms or the early termination of that waiting period. Before the expiration of the initial waiting period, the Antitrust Division of the DOJ or the FTC may issue a Request for Additional Information and Documentary Material (referred to as a “Second Request”). If a Second Request is issued, the parties may not complete the merger until they have observed an additional 30-day waiting period, which would begin to run only after both parties have substantially complied with the Second Request, unless the waiting period is terminated earlier or the parties commit not to close for some additional period of time. Diamond Hill and First Eagle each submitted the requisite Notification and Report forms under the HSR Act on January 16, 2026, and the initial waiting period is set to expire on February 17, 2026, at 11:59 p.m. Eastern Time, unless a Second Request for additional information is issued, it is terminated earlier, or Diamond Hill and First Eagle commit not to close for some additional period of time.

For more information about regulatory clearance relating to the merger, see the sections titled “The Merger (Proposal 1)—Regulatory Clearances and Approvals Required for the Merger” and “The Merger Agreement—Conditions to the Merger.”

Although the parties expect that the required regulatory clearance will be obtained, the parties cannot assure you that regulatory clearance will be timely obtained or obtained at all or that the granting of regulatory clearance will not involve the imposition of additional conditions on the completion of the merger, including the requirement to divest assets, create or modify contractual rights or obligations or enter into supply or services agreements. Any such additional conditions could result in the conditions to the merger not being satisfied.

First Eagle and Diamond Hill are working to complete the merger as soon as practicable and currently expect the merger to be completed by the third quarter of 2026, subject to the satisfaction or, to the extent permitted, waiver of customary closing conditions, including the adoption of the merger agreement by the affirmative vote of a majority of

the shares of Diamond Hill common stock outstanding and entitled to vote thereon, the expiration or termination of the applicable waiting period under the HSR Act and receipt of the requisite client consents based on revenue run rate. Neither First Eagle nor Diamond Hill can predict the actual date on which the merger will be completed because completion is subject to certain closing conditions beyond each party’s control, and it is possible that such conditions could result in the merger being completed earlier or later or not being completed at all. See the sections titled “The Merger Agreement—Efforts to Obtain Regulatory Clearances” and “The Merger Agreement—Conditions to the Merger.” Also, see the section titled “The Merger (Proposal 1)—Regulatory Clearances and Approvals Required for the Merger.”

In addition to the adoption of the merger agreement in accordance with the Ohio General Corporation Law (referred to as the “OGCL”), and the expiration or termination of the waiting period applicable to the consummation of the merger under the HSR Act, each party’s obligation to complete the merger is also subject to the satisfaction or, to the extent permitted, waiver of certain other customary conditions, including the following: (i) the absence of any order issued by any court of competent jurisdiction or other governmental authority or applicable law prohibiting, rendering illegal or permanently enjoining the consummation of the merger; (ii) the accuracy of the other party’s representations and warranties in the merger agreement (subject to the materiality standards set forth in the merger agreement); (iii) compliance by the other party in all material respects with its covenants, obligations and agreements required to be performed or complied with by it under the merger agreement prior to the closing of the merger (referred to as the “closing”); and (iv) delivery of certificates signed by an executive officer of the other party to the effect that certain of the conditions described above have been satisfied.

The obligation of First Eagle to consummate the merger is also subject to:

See “The Merger Agreement—Conditions to the Merger.”

Diamond Hill and First Eagle have agreed, subject to their and their affiliates’ respective fiduciary duties, to synchronize the membership of the registered fund boards of the registered funds advised by Diamond Hill (such boards collectively, the “Diamond Hill fund board”) with the membership of the registered fund boards of the registered funds designated by First Eagle (such boards collectively, the “First Eagle fund board” and together with the Diamond Hill fund board, the “fund boards”) at closing. In furtherance of this, (i) Diamond Hill has agreed to include a shareholder proposal for the election of First Eagle-designated nominees as trustees of the Diamond Hill fund board in the fund proxies that will be sent to fund shareholders in connection with the merger, and (ii) First Eagle has agreed to, subject to its and its affiliates’ fiduciary duties, cause the election or appointment and seating (which may be in an interim or emeritus capacity) of three (or such lesser number as may be agreed by Diamond Hill) members of the current Diamond Hill fund board to the First Eagle fund board. See “The Merger Agreement—Registered Fund Boards.”

Until 11:59 p.m. (New York City time) on January 14, 2026 (the “no-shop period start date”), Diamond Hill, its affiliates and their respective representatives had the right to, solely with respect to any person that is not a no-Shop party (as defined in the merger agreement), directly or indirectly:

Diamond Hill was obligated to promptly (and in any event within 24 hours) following the no-shop period start date provide First Eagle a list of excluded parties, including the identity of each excluded party and a copy of any acquisition proposal and any related documents (provided that with respect to any financing commitment letters, any fee amounts, pricing terms and other commercially sensitive terms included in any fee letters that are customarily redacted may be redacted) submitted by such person and the basis on which the Diamond Hill Board made the determination that such excluded party is any excluded party. As of January 14, 2026, there were no excluded parties.

Diamond Hill and its representatives were permitted to engage in the activities described in this section with respect to any excluded party (only for so long as such third party or group was an excluded party) following the no-shop period start date and prior to the cut-off date for such excluded party, including with respect to any amended acquisition proposal submitted by such excluded party following the no-shop period start date and prior to the cut-off date for such excluded party.

For purposes of the merger agreement, an “excluded party” means any third party or group of third parties identified as an excluded party in writing by Diamond Hill to First Eagle on or prior to the no-shop period start date: (i) who is not a no-shop party, (ii) from whom Diamond Hill or any of its representatives has received a written bona fide acquisition proposal after the execution of the merger agreement and prior to the no-shop period start date, and (iii) which acquisition proposal the Diamond Hill Board has determined in good faith (after consultation with its financial advisors and outside legal counsel) constitutes, or would reasonably be expected to result in or constitute, a superior proposal (as defined below under the section “The Merger Agreement—No Solicitation of Other Offers by Diamond Hill”); provided that a third party or group of third parties will immediately cease to be an excluded party upon the earlier to occur of the following: (a) such acquisition proposal made by such third party or group of third parties is withdrawn by written notice to Diamond Hill, (b) such acquisition proposal, in the good faith determination of the Diamond Hill Board, after consultation with its financial advisors and outside legal counsel, no longer is, or would no longer be reasonably expected to result in or constitute, a superior proposal, or (c) 11:59 p.m. (New York City time) on January 19, 2026 (the earlier date to occur of the foregoing (a) - (c) with respect to such excluded party, the “cut-off date”).

See “The Merger Agreement—Go Shop”, “The Merger Agreement—No Solicitation of Other Offers by Diamond Hill” and “The Merger Agreement—Change of Recommendation; Match Rights.”

Under the merger agreement, under certain circumstances and subject to certain requirements, the Diamond Hill Board is entitled to make an adverse recommendation change prior to receipt of shareholder approval of the merger agreement. This includes (i) if the Diamond Hill Board determines in good faith, after consultation with its outside legal counsel and financial advisor, that an acquisition proposal constitutes a superior proposal, or in response to an intervening event, or (ii) if the Diamond Hill Board determines in good faith, after consultation with its outside legal counsel and financial advisor, that the failure to take such action would be reasonably expected to be inconsistent with its fiduciary duties under applicable law; provided that:

In the event that the Diamond Hill Board is permitted to change its recommendation with respect to the merger agreement following the receipt of an acquisition proposal that it determines to be a superior proposal, Diamond Hill may also terminate the merger agreement to enter into a definitive written agreement for such superior proposal if, concurrently with such termination, Diamond Hill pays to First Eagle the fee required to be paid to First Eagle as described in the section titled “The Merger Agreement—Termination Fee and Expenses.”

Among other customary circumstances, First Eagle or Diamond Hill may terminate the merger agreement if:

Diamond Hill may terminate the merger agreement in other circumstances, including to enter into a written definitive agreement with respect to a superior proposal prior to receipt of shareholder approval of the merger agreement proposal or in response to certain breaches of the merger agreement by First Eagle or Merger Sub, subject to a cure period. First Eagle may also terminate the merger agreement in other circumstances, including in response to an adverse recommendation change by the Diamond Hill Board (provided that First Eagle and Merger Sub are not in material breach of their respective obligations under the merger agreement at the time of such termination) or certain breaches of the merger agreement by Diamond Hill, subject to a cure period.

See “The Merger Agreement—Termination of the Merger Agreement.”

Diamond Hill must pay First Eagle a termination fee of $18,000,000 if the merger agreement is terminated in certain circumstances, including as a result of Diamond Hill entering into a definitive agreement with respect to a superior proposal, an adverse recommendation change, failure to obtain approval by Diamond Hill shareholders of the merger agreement proposal by the end date or at the special meeting or certain breaches of the merger agreement by Diamond Hill, subject to a cure period. However, if Diamond Hill had terminated the merger agreement to enter into a definitive agreement with respect to a superior proposal prior to the applicable cut-off date, the termination fee would have been $9,000,000.

See “The Merger Agreement—Termination Fee and Expenses.”

The merger agreement provides that, except in the case of fraud, upon any termination of the merger agreement under circumstances where the termination fee is payable by Diamond Hill and such termination fee and, if applicable, the costs and expenses of First Eagle and interest, is paid in full, the receipt by First Eagle of the termination fee and, if applicable, the costs and expenses of First Eagle and interest, will be the sole and exclusive remedy of First Eagle and Merger Sub in connection with the merger agreement or the transactions contemplated thereby, and neither First Eagle nor Merger Sub will seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against Diamond Hill or any of Diamond Hill’s subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders, affiliates or representatives in connection with the merger agreement or the transactions contemplated thereby, including any breach of the merger agreement.

See “The Merger Agreement—Remedies; Maximum Liability.”

The merger agreement provides that the parties will be entitled to an injunction or injunctions, or any other appropriate form of equitable relief, to prevent or restrain breaches or threatened breaches of the merger agreement or to enforce specifically the performance of the terms and provisions thereof, without the necessity of proving that irreparable damage would occur or the inadequacy of money damages as a remedy (and each party waived any requirement for the securing or posting of any bond in connection with such remedy), in addition to any other remedy to which they are entitled at law or in equity.

See “The Merger Agreement—Specific Performance.”

In connection with the announcement of the transaction with First Eagle, Ms. Heather Brilliant, chief executive officer and president of Diamond Hill and chief executive officer of DHCM, and Ms. Jo Ann Quinif, chief client officer and president of DHCM, have each entered into a letter agreement with First Eagle, pursuant to which they agreed, effective upon the closing, to additional severance equal to one year of their respective base salaries (in addition to their other contractual severance benefits), payable upon each executive officer’s termination of employment without cause or resignation for good reason within 12 months following the closing, in exchange for an extension of the post-employment employee non-solicitation restrictions and an expansion of the scope of the customer non-solicitation restrictions in their existing employment agreements, in each case, effective solely in connection with such a termination of employment within 12 months following the closing. Copies of the non-solicitation agreements are attached as Annex B to this proxy statement.

See “Executive Severance / Non-Solicitation Agreements.”

If the merger agreement is adopted by Diamond Hill shareholders, Diamond Hill shareholders who do not vote in favor of the merger agreement proposal and who properly demand payment of the “fair cash value” of their shares of Diamond Hill common stock are entitled to certain dissenters’ rights pursuant to Sections 1701.84 and 1701.85 of the OGCL. Section 1701.85 of the OGCL generally provides that Diamond Hill shareholders will not be entitled to such rights without strict compliance with the procedures set forth in Section 1701.85 of the OGCL, and failure to take any one of the required steps may result in the termination or waiver of such rights.

Specifically, any Diamond Hill shareholder who is a record holder of Diamond Hill common stock on January 27, 2026, the record date for the special meeting, and whose shares are not voted in favor of the and adoption of the merger agreement proposal may be entitled to be paid the “fair cash value” of such Diamond Hill common stock after the effective time. To be entitled to such payment, a Diamond Hill shareholder must deliver to Diamond Hill a written demand for payment of the “fair cash value” of shares of Diamond Hill common stock held by such Diamond Hill shareholder before the vote on the merger agreement proposal is taken, the Diamond Hill shareholder must not vote in favor of the merger agreement proposal, and the Diamond Hill shareholder must otherwise comply with Section 1701.85 of the OGCL. Shares of Diamond Hill common stock held by such Diamond Hill shareholder who complies in all respects with the provisions of Section 1701.85 of the OGCL, will not be converted into the right to receive the merger consideration, but will instead at the effective time entitle such Diamond Hill shareholder to receive the “fair cash value” of such dissenting shares in accordance with the provisions of Section 1701.85 of the OGCL.

A Diamond Hill shareholder’s failure to vote against the merger agreement proposal will not constitute a waiver of such Diamond Hill shareholder’s dissenters’ rights, as long as such Diamond Hill shareholder does not vote in favor of the merger agreement proposal. A proxy returned to Diamond Hill signed but not marked to specify voting instructions will be voted in favor of the merger agreement proposal and will constitute a waiver of dissenting shareholders’ rights. Any written demand must specify the Diamond Hill shareholder’s name and address, the number and class of shares of Diamond Hill common stock held by them on the record date, and the amount claimed as the “fair cash value” of such shares of Diamond Hill common stock.

See the text of Section 1701.84 and Section 1701.85 of the OGCL attached as Annex D to this proxy statement for specific information on the procedures to be followed in exercising dissenters’ rights. You are encouraged to read these provisions carefully and in their entirety. Any Diamond Hill shareholder wishing to exercise dissenters’ rights is encouraged to consult legal counsel before attempting to exercise those rights due to the complexity of the process, as failure to timely comply with the procedures set forth in Section1701.85 of the OGCL will result in a loss of those rights.

Diamond Hill shareholders considering seeking payment of the “fair cash value” of their shares of Diamond Hill common stock should be aware that the “fair cash value” of their shares of Diamond Hill common stock as determined pursuant to Section 1701.85 of the OGCL could be more than, the same as, or less than the value of the consideration they would receive pursuant to the merger if they did not seek payment of the “fair cash value” of their shares of Diamond Hill common stock. If Diamond Hill common stock is listed on a national securities exchange, such as The Nasdaq Stock Market (“Nasdaq”), immediately before the effective time, Section 1701.85 of the OGCL provides that the “fair cash value” will be the closing sale price of Diamond Hill common stock as of the close of trading on the day before the vote of Diamond Hill shareholders.

See “The Merger Agreement—Effect of the Merger on Diamond Hill Common Stock—Shares of Dissenting Stockholders” and “Appraisal Rights of Diamond Hill Shareholders.”

At the special meeting, Diamond Hill shareholders will be asked to vote upon the following proposals:

The record date for the determination of shareholders entitled to notice of, and to vote at, the special meeting is January 27, 2026. Only Diamond Hill shareholders who held shares of record as of the close of business on the record date are entitled to receive notice of, and to vote at, the special meeting and any adjournment or postponement of the special meeting, and only as long as such shares remain outstanding on the date of the special meeting. Diamond Hill’s official stock ownership records will conclusively determine whether a shareholder is a “holder of record” as of the record date.

See “The Special Meeting—Required Vote; Treatment of Abstentions and Failure to Vote.”

Diamond Hill’s directors and executive officers have interests in the merger that may be different from, or in addition to, those of Diamond Hill shareholders generally. These interests include, among others, vesting of equity awards, potential severance payments and benefits under applicable employment agreements, and rights to ongoing indemnification and insurance coverage. The Diamond Hill Board was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, in approving the merger agreement, and in recommending the approval of the merger agreement by the Diamond Hill shareholders. See the section titled “The Merger (Proposal 1)—Interests of Diamond Hill’s Directors and Executive Officers in the Merger” for a more detailed description of these interests.

Under the merger agreement, for a period of six years after the effective time, the surviving corporation must, and First Eagle must cause the surviving corporation to, indemnify and hold harmless each current and former director, officer and employee of Diamond Hill and its subsidiaries and their respective successors and heirs against any losses,

damages, liabilities, costs, expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) in connection with such parties’ having served as a director, officer or employee of Diamond Hill prior to the effective time, in each case to the same extent and under the same conditions and procedures (including with respect to the advancement of expenses) that such party is entitled to under Diamond Hill’s articles of incorporation and code of regulations in effect on the date of the merger agreement.

In addition, for a period of six years following the effective time, the surviving corporation is required to maintain in effect provisions in the organizational documents of the surviving corporation and its subsidiaries (or in such documents of any successor to the business of the surviving corporation or its subsidiaries) regarding elimination of liability of directors, indemnification of directors and officers and advancement of fees, costs and expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions that were in existence as of the date of the merger agreement.

Prior to the effective time, (a) Diamond Hill will, (b) if First Eagle elects, First Eagle will, or (c) if Diamond Hill is unable to, the surviving corporation will (and First Eagle will cause the surviving corporation to) as of the effective time, purchase (and fully pay the premium for) a prepaid, noncancellable “tail policy” on terms and conditions (in both amount and scope) no less favorable than the current directors’ and officers’ liability coverage of Diamond Hill’s existing directors’ and officers’ insurance policies and Diamond Hill’s existing fiduciary liability insurance policies, which insurance policies will: (i) be for a period of six years after the effective time with respect to matters arising at or prior to the effective time, (ii) be from an insurance carrier with the same or better credit rating as Diamond Hill’s current insurance carrier with respect to such insurance policies, and (iii) have terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under Diamond Hill’s existing policies as of the date of the merger agreement with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against an indemnified person by reason of their having served in such capacity that existed or occurred at or prior to the effective time (including in connection with the merger agreement or the transactions or actions contemplated thereby), provided Diamond Hill shall not be permitted to pay a premium amount in excess of 300% of the premium amount per annum for Diamond Hill’s existing policies for any such extension policy without First Eagle’s prior written consent. If and only if Diamond Hill or the surviving corporation for any reason fails to obtain such “tail” insurance policies as of the effective time, the surviving corporation must maintain in effect, for a period of at least six years from the effective time, Diamond Hill’s directors’ and officers’ liability insurance and fiduciary liability insurance policies in place as of the date of the merger agreement with Diamond Hill’s current insurance carrier or with an insurance carrier with the same or better credit rating with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Diamond Hill’s existing policies as of the date of the merger agreement, or the surviving corporation must purchase from Diamond Hill’s current insurance carrier or from an insurance carrier with the same or better credit rating comparable insurance policies for such six-year period with terms, conditions, retentions and limits of liability that are no less favorable than as provided in Diamond Hill’s existing policies as of the date of the merger agreement; provided that in no event must First Eagle or the surviving corporation expend for such policies a premium amount in excess of 300% of the premium amount per annum for Diamond Hill’s existing policies, and if the aggregate premiums of such “tail” insurance policy would otherwise exceed such amount, the surviving corporation must obtain a policy with the greatest coverage available, with respect to matters occurring prior to the effective time, for a cost not exceeding such amount.

See “The Merger (Proposal 1)—Interests of Diamond Hill’s Directors and Executive Officers in the Merger—Indemnification and Insurance” and “The Merger Agreement—Directors’ and Officers’ Indemnification and Insurance.”

The merger consideration of $175.00 per share represents a premium of approximately 49% over Diamond Hill’s unaffected share price (which was the closing price on December 10, 2025, the last trading day prior to the public announcement of the execution of the merger agreement). The closing price of Diamond Hill common stock on Nasdaq on January 27, 2026, the latest practicable trading day before the filing of this proxy statement, was $170.56 per share. You are encouraged to obtain current market quotations of Diamond Hill common stock in connection with voting your shares of Diamond Hill common stock.

The following are some questions that you, as a Diamond Hill shareholder, may have regarding the merger and the special meeting and the answers to those questions. Diamond Hill urges you to carefully read the remainder of this proxy statement because the information in this section does not provide all the information that might be important to you with respect to the merger and the special meeting. Additional important information is also contained in the annexes to, and the documents incorporated by reference into, this proxy statement.

This proxy statement and the documents incorporated herein by reference and statements, whether oral or written, made from time to time by representatives of Diamond Hill, 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 Diamond Hill’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 merger and other transactions contemplated by the merger agreement, including the expected timetable for completing the merger and statements that are not historical facts.

Forward-looking statements are based on Diamond Hill’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 Diamond Hill 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, Diamond Hill’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 Diamond Hill’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 Diamond Hill’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, each as filed with the SEC, and any factors discussed in the section entitled “Risk Factors” in any of Diamond Hill’s 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 merger agreement, including in circumstances requiring Diamond Hill to pay a termination fee; (ii) potential litigation relating to the merger that could be instituted against the parties to the merger 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 Diamond Hill’s assets under management or assets under advisement 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 Diamond Hill’s common stock; (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.

All subsequent written and oral forward-looking statements attributable to Diamond Hill, or persons acting on its behalf contained or incorporated by reference in this proxy statement and all subsequent written and oral forward-looking statements concerning Diamond Hill, the merger or other matters attributable to Diamond Hill or any person acting on its behalf are expressly qualified in their entirety by the cautionary statement above. Any forward-looking statement made herein speaks only as of the date of this proxy statement. New risks and uncertainties arise from time to time, and factors that Diamond Hill currently deems immaterial may become material, and it is impossible for Diamond Hill to predict these events or how they may affect it. Diamond Hill undertakes no obligation to update or revise 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. Diamond Hill does not endorse any projections regarding future performance that may be made by third parties.

Diamond Hill is a boutique investment management firm that 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. As of September 30, 2025, Diamond Hill’s assets under management and assets under advisement totaled $32.4 billion. Diamond Hill was formed under the laws of the State of Florida on April 18, 1990, and was later reincorporated in Ohio on May 2, 2002. The principal executive office of Diamond Hill is located at 325 John H. McConnell Boulevard, Suite 200, Columbus, Ohio 43215, and its telephone number is (614) 255-3333.

First Eagle is an independent, privately owned investment management firm headquartered in New York, with approximately $176 billion in assets under management as of September 30, 2025. 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. The principal executive offices of First Eagle are located at 1345 Avenue of Americas, New York, NY 10105, and its telephone number is (212) 698-3300.

Merger Sub is a wholly-owned subsidiary of First Eagle. Merger Sub was incorporated by First Eagle solely for the purpose of consummating the transactions contemplated by the merger agreement, has not engaged in any activities other than those incident to its formation and in connection with or as contemplated by the merger agreement and the transactions contemplated thereby. The principal executive offices of Merger Sub are located at c/o First Eagle Investment Management, LLC, 1345 Avenue of Americas, New York, NY 10105, and its telephone number is (212) 698-3300.

This proxy statement is first being mailed on or about January 28, 2026 and constitutes notice of the special meeting in conformity with the requirements of the OGCL and Diamond Hill’s code of regulations.

This proxy statement is being provided to Diamond Hill shareholders as part of a solicitation of proxies by the Diamond Hill Board for use at the special meeting of Diamond Hill shareholders and at any adjournments or postponements of such special meeting. This proxy statement provides Diamond Hill shareholders with information about the special meeting and should be read carefully in its entirety.

The special meeting will be held on March 3, 2026, beginning at 10:00 a.m., Eastern Time, unless postponed to a later date, via live audio webcast at www.virtualshareholdermeeting.com/DHIL2026SM. To virtually participate in the special meeting, visit such website and enter the 16-digit control number provided on your proxy card or voting instruction card.

At the special meeting, Diamond Hill shareholders will be asked to vote upon the following proposals:

Only the approval of the merger agreement proposal is required for completion of the merger. Diamond Hill will transact no other business at the special meeting, except such business as may properly be brought before the special meeting or any adjournment or postponement thereof.

At its December 10, 2025 meeting held to evaluate the merger, the Diamond Hill Board unanimously: (i) declared that the merger agreement and the transactions contemplated thereby are fair to, and in the best interests of, Diamond Hill and its shareholders, and declared that it is advisable to enter into the merger agreement and consummate the transactions contemplated thereby upon the terms and subject to the conditions set forth therein, (ii) approved the execution and delivery of the merger agreement by Diamond Hill, the performance by Diamond Hill of its covenants and other obligations thereunder, and the consummation of the transactions contemplated thereby upon the terms and subject to the conditions set forth therein, (iii) recommended, subject to the terms and conditions of the merger agreement, that Diamond Hill’s shareholders approve and adopt the merger agreement, and (iv) directed that the approval and adoption of the merger agreement and the transactions contemplated thereby be submitted to a vote at a meeting of Diamond Hill’s shareholders.

Accordingly, the Diamond Hill Board unanimously recommends that Diamond Hill shareholders vote “FOR” the merger agreement proposal, “FOR” the merger-related compensation proposal and “FOR” the adjournment proposal.

Diamond Hill shareholders should carefully read this proxy statement, including any documents incorporated by reference, and the annexes in their entirety for more detailed information concerning the merger and the transactions contemplated by the merger agreement.

The special meeting will be a completely virtual meeting of shareholders conducted via live audio webcast through the website described above the heading “Date, Time and Place of the Special Meeting.”

Diamond Hill will have technicians ready to assist Diamond Hill shareholders with any technical difficulties they may have accessing the virtual meeting. If Diamond Hill shareholders encounter any difficulties while accessing the virtual meeting or during the meeting time, Diamond Hill shareholders should navigate to www.virtualshareholdermeeting.com/DHIL2026SM where a phone number for technical support will be posted.

As of the record date, there were 2,705,580 shares of Diamond Hill common stock outstanding and owned by Diamond Hill shareholders, held by 70 holders of record. As of the record date, there were no Diamond Hill preferred shares outstanding. Each share of Diamond Hill common stock is entitled to one vote on each matter considered at the special meeting.

Shareholders may request an appointment to inspect a complete list of shareholders entitled to vote at the special meeting for any purpose germane to the special meeting at Diamond Hill’s principal executive office located at 325 John H. McConnell Boulevard, Suite 200, Columbus, Ohio 43215, during ordinary business hours within 10 days prior to the special meeting. This list will also be made available at the special meeting for examination by any shareholder virtually present at the special meeting.

The Diamond Hill Board has fixed the close of business on January 27, 2026 as the record date for the determination of Diamond Hill shareholders entitled to notice of, and to vote at, the special meeting. Only holders of shares of Diamond Hill common stock as of the close of business on the record date are entitled to receive notice of, and to vote at, the special meeting or any adjournment or postponement thereof. Diamond Hill’s official share ownership records will conclusively determine whether a shareholder is a “holder of record” as of the record date.

Holders of a majority of the issued and outstanding shares of Diamond Hill common stock as of the record date and entitled to vote at the special meeting must be present virtually or represented by proxy at the special meeting to constitute a quorum for the transaction of business at the special meeting. If you fail to submit a proxy or to vote at the special meeting, or fail to instruct your bank, brokerage firm or other nominee how to vote, your shares of Diamond Hill common stock will not be counted towards a quorum. Marks to “ABSTAIN” on any proposal are considered present for purposes of establishing a quorum. In the event that a quorum is not present at the special meeting, it is expected that the special meeting will be adjourned or postponed. If the special meeting is postponed or adjourned, it will not affect the ability of holders of record of Diamond Hill common stock as of the record date to exercise their voting rights or to revoke any previously granted proxy using the methods described below; however, if a new record date is set for an adjourned meeting, a new quorum will be required to be established.

Banks, brokerage firms and other nominees who hold shares of Diamond Hill common stock in “street name” for the accounts of their clients may vote such shares either as directed by their clients or in their own discretion on “routine” matters. When a broker does not receive instructions from a beneficial owner on how to vote shares with respect to a “non-routine” matter, a “broker non-vote” occurs. “Broker non-votes” will not be treated as present for purposes of determining whether a quorum is present. All proposals described in this proxy statement to be voted on at the special meeting are considered “non-routine” matters.

Your shares will be counted for purposes of determining if there is a quorum, whether representing votes for, against or abstained, if you: (1) participate in the special meeting or (2) have voted via the internet, by telephone or by properly submitting a proxy card or voting instruction card by mail.

The votes required for each proposal are as follows:

Proposal 1—The Merger Agreement Proposal: The affirmative vote of holders of a majority of the shares of Diamond Hill common stock outstanding and entitled to vote thereon is required to approve the merger agreement

proposal. If you mark “ABSTAIN” on your proxy for the merger agreement proposal, it will have the same effect as a vote “AGAINST” the merger agreement proposal. If you fail to submit a proxy or to vote at the special meeting or fail to instruct your bank, brokerage firm or other nominee how to vote with respect to the merger agreement proposal, it will have the same effect as a vote “AGAINST” the merger agreement proposal.

Proposal 2—The Merger-Related Compensation Proposal: The affirmative vote of holders of a majority of the shares of Diamond Hill common stock cast on the proposal at the special meeting is required to approve, on an advisory (non-binding) basis, the merger-related compensation proposal. If you mark “ABSTAIN” on your proxy for the merger-related compensation proposal, or if you fail to submit a proxy or to vote at the special meeting or fail to instruct your bank, brokerage firm or other nominee how to vote with respect to the merger-related compensation proposal, it will have no effect on the merger-related compensation proposal (assuming a quorum is present). Approval of the merger-related compensation proposal is not a condition to consummate the merger.

Proposal 3—The Adjournment Proposal: The affirmative vote of holders of a majority of the shares of Diamond Hill common stock present virtually or represented by proxy at the special meeting and entitled to vote thereon is required to approve the adjournment proposal, including if necessary to solicit additional proxies for the adoption of the merger agreement. If you mark “ABSTAIN” on your proxy for the adjournment proposal, it will have the same effect as a vote “AGAINST” the adjournment proposal. If you fail to submit a proxy or to vote at the special meeting or fail instruct your bank, brokerage firm or other nominee how to vote with respect to the adjournment proposal, it will have no effect on the adjournment proposal.

An abstention occurs when a shareholder attends a meeting, either by attendance in person (virtually) or by proxy, but abstains from voting. At the special meeting, abstentions will be counted in determining whether a quorum is present and will have the effect of a vote “AGAINST” the merger agreement proposal and the adjournment proposal, including if necessary to permit further solicitation of proxies, but will have no effect on the merger-related compensation proposal.

If you are a registered shareholder and you do not sign and return your proxy card by mail or vote over the internet, by telephone or by attendance in person (virtually) at the special meeting, your shares will not be voted at the special meeting and will not be counted for purposes of determining whether a quorum exists. If you are the record owner of your shares and you fail to vote, it will have the same effect as a vote “AGAINST” the merger agreement proposal but will have no effect on the outcome of the adjournment proposal or merger-related compensation proposal.

As of the record date, Diamond Hill directors and executive officers, as a group, owned and were entitled to vote 245,054 shares of Diamond Hill common stock, or approximately 9% of the outstanding shares of Diamond Hill common stock. Diamond Hill currently expects that these directors and executive officers will vote their shares in favor of the merger agreement proposal and each of the other proposals described in this proxy statement, although none of the directors and executive officers are obligated to do so.

Diamond Hill shareholders of record may vote their shares of Diamond Hill common stock at the special meeting or submit a proxy to have their shares of Diamond Hill common stock voted at the special meeting in one of the following ways:

Whether or not you plan to participate in the special meeting, Diamond Hill urges you to submit your proxy by completing and returning the proxy card as promptly as possible, or by submitting your proxy by telephone or via the internet, prior to the special meeting to ensure that your shares of Diamond Hill common stock will be represented and voted at the special meeting if you are unable to participate.

The Diamond Hill Board has appointed certain persons as proxy holders to vote proxies in accordance with the instructions of Diamond Hill shareholders. If you are a shareholder of record and you authorize these proxy holders to vote your shares of Diamond Hill common stock with respect to any matter to be acted upon, your shares will be voted in accordance with your instructions in your proxy. If you are a shareholder of record and you authorize these proxy holders to vote your shares but do not specify how your shares should be voted on a proposal, these proxy holders will vote your shares on such proposals as the Diamond Hill Board recommends. If any other matter properly comes before the special meeting, these proxy holders will vote on that matter in their discretion.

If, as of the record date, your shares of Diamond Hill common stock are registered directly in your name with the transfer agent of Diamond Hill, Equiniti Trust Company, you are considered the shareholder of record with respect to those shares. As the shareholder of record, you have the right to vote or to grant a proxy for your vote directly to Diamond Hill or to a third party to vote at the special meeting.

If, as of the record date, your shares were held in an account at a bank, brokerage firm or other nominee, you are the beneficial owner of shares held in “street name,” and, for the purposes of this proxy statement, a beneficial owner, and your bank, brokerage firm or other nominee is considered the shareholder of record with respect to those shares. If you are a beneficial owner, you have a right to direct your bank, brokerage firm or other nominee on how to vote the shares held in your account. The availability of internet or telephonic voting will depend on the nominee’s voting process. Please check with your bank, brokerage firm or other nominee and follow the voting procedures your bank, brokerage firm or other nominee provides.

In accordance with Nasdaq rules, your bank, brokerage firm or other nominee may generally vote on “routine” matters when they have not received voting instructions from you. However, such banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to “non-routine” matters. If you are a beneficial owner and do not provide these instructions, a “non-vote” occurs with respect to those matters. All proposals described in this proxy statement to be voted on at the special meeting are considered “non-routine” matters. Accordingly, if you are a beneficial owner and do not provide your bank, brokerage firm or other nominee instructions on how to vote your shares of Diamond Hill common stock, your bank, brokerage firm or other nominee generally will not be permitted to vote your shares on any of the proposals. The effect of not instructing your broker how you wish your shares to be voted will be the same as a vote “AGAINST” the merger agreement proposal but will not have an effect on the adjournment proposal or the merger-related compensation proposal (assuming, in the case of the merger-related compensation proposal, a quorum is present). If you are a beneficial holder, Diamond Hill strongly encourages you to provide voting instructions to your bank, brokerage firm or other nominee so that your vote will be counted on all matters.

If you are a beneficial owner, you are invited to participate in the special meeting; however, you may not vote your shares at the special meeting unless you obtain a “legal proxy” from your bank, brokerage firm or other nominee that holds your shares, giving you the right to vote the shares at the special meeting.

Diamond Hill shareholders of record may revoke their proxies at any time prior to the voting at the special meeting in any of the following ways:

Diamond Hill beneficial owners may change their voting instruction only by following the directions received from their bank, brokerage firm or other nominee for changing their voting instructions.

As permitted by applicable law, only one copy of this proxy statement is being delivered to holders of Diamond Hill common stock residing at the same address, unless such holders of Diamond Hill common stock have notified Diamond Hill of their desire to receive multiple copies of this proxy statement.

Diamond Hill will promptly deliver, upon oral or written request, a separate copy of this proxy statement to any holder of Diamond Hill common stock residing at an address to which only one copy of this proxy statement was mailed. Requests for additional copies should be directed by mail to Carlotta D. King, Secretary, at Diamond Hill Investment Group, Inc., John H. McConnell Boulevard, Suite 200, Columbus, Ohio 43215, or by telephone to (614) 255-3333, or to Diamond Hill’s proxy solicitor, Sodali, by calling toll-free at (800) 662-5200 or by email at [email protected].

If your shares are held by your broker, bank or other nominee, often referred to as held in “street name,” you will receive a form from your broker, bank or other nominee seeking instruction as to how your shares should be voted. You should contact your broker, bank or other nominee with questions about how to provide or revoke your instructions.

A representative from Broadridge Financial Solutions, Inc. will serve as the inspector of election.

Diamond Hill will pay for the proxy solicitation costs related to the special meeting. In addition to sending and making available these materials, some of Diamond Hill’s directors, officers and employees may solicit proxies in person by contacting Diamond Hill shareholders in person or by telephone, electronic mail, or other electronic medium. Diamond Hill shareholders may also be solicited by press releases issued by Diamond Hill, postings on Diamond Hill’s website and advertisements in periodicals. None of Diamond Hill’s directors, officers or employees will receive additional compensation for their solicitation services. Diamond Hill has engaged Sodali to assist in the solicitation of proxies for the special meeting. Diamond Hill estimates that it will pay Sodali a fee of approximately $30,000, plus reasonable out-of-pocket expenses relating to the special meeting. Certain banking institutions, brokerage firms, custodians, trustees, nominees and fiduciaries who hold shares for the benefit of another party may solicit proxies for Diamond Hill. If so, they will mail proxy information to, or otherwise communicate with, the beneficial owners of shares of Diamond Hill common stock held by them. Diamond Hill will also reimburse banks, brokerage firms, custodians, trustees, nominees and fiduciaries for their expenses incurred in sending proxies and proxy materials to beneficial owners of Diamond Hill common stock.

The special meeting may be adjourned by the affirmative vote of a majority of the shares of Diamond Hill common stock present virtually or represented by proxy at the special meeting and entitled to vote thereat, whether or not there is a quorum present, or by the chair of the Diamond Hill Board, the chief executive officer and president or another officer of Diamond Hill acting as chair of the special meeting.

Notice of adjournment of a meeting need not be given if the time, place, if any, to which it is adjourned and the means, if any, by which shareholders can be present and vote at the meeting through the use of communications equipment, are fixed and announced at the meeting. In the event of a transfer of shares after the record date for determining the shareholders who are entitled to receive notice of a meeting of shareholders, it will not be necessary to give notice to the transferee.

You may contact Diamond Hill’s proxy solicitor, Sodali, toll-free at (800) 662-5200 or by email at [email protected], with any questions about the special meeting, the merger, the proposals or this proxy statement, if you would like additional copies of this proxy statement, if you need to obtain proxy cards or other information related to the proxy solicitation or if you need help submitting a proxy or voting your shares of Diamond Hill common stock.

This section of this proxy statement describes the material aspects of the merger. This section may not contain all of the information that is important to you. You should carefully read this entire proxy statement and the documents incorporated by reference into this proxy statement, including the full text of the merger agreement, a copy of which is attached to this proxy statement as Annex A, for a more complete understanding of the merger. In addition, important information about Diamond Hill is included in, or incorporated by reference into, this proxy statement. See the section titled “Where You Can Find More Information.”

Upon the terms and subject to the conditions of the merger agreement and in accordance with Ohio law, Merger Sub will merge with and into Diamond Hill, whereupon the separate existence of Merger Sub will cease and Diamond Hill will be the surviving corporation as a wholly-owned subsidiary of First Eagle.

The following diagrams illustrate in simplified terms the merger and the effect of the merger on the organizational structures of First Eagle and Diamond Hill.

The following diagram illustrates in simplified terms the organizational structure of First Eagle and Diamond Hill prior to the merger:

The following diagram illustrates in simplified terms the merger:

The following diagram illustrates in simplified terms the organizational structure of First Eagle and Diamond Hill after the merger:

If the merger agreement is not adopted by Diamond Hill shareholders or if the merger is not completed for any other reason, Diamond Hill shareholders will not receive any payment for their shares (or interests in shares) of Diamond Hill common stock in connection with the merger. Instead, Diamond Hill will remain an independent public company, Diamond Hill common stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act and we will continue to file periodic reports with the SEC. In addition, if the merger is not completed, Diamond Hill shareholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which Diamond Hill operates and risks related to adverse economic conditions.

Furthermore, if the merger is not completed, and depending on the circumstances that would have caused the merger not to be completed, it is likely that the price of Diamond Hill common stock will decline significantly. If that were to occur, it is uncertain when (if ever) the price of Diamond Hill common stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Diamond Hill common stock. If the merger agreement is not adopted by Diamond Hill shareholders or if the merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to Diamond Hill will be offered or that Diamond Hill’s business, prospects or results of operation will not be adversely impacted.

In addition, the merger agreement provides that, upon termination of the merger agreement under certain circumstances, Diamond Hill will be required to pay to First Eagle a termination fee of $18,000,000. See the section titled “The Merger Agreement—Termination Fee and Expenses” for a discussion of the circumstances under which such termination fee would be required to be paid.

At the effective time, each share of Diamond Hill common stock issued and outstanding immediately prior to the effective time, including Diamond Hill Restricted Shares, (other than excluded shares and dissenting shares) will be converted into the right to receive the merger consideration of $175.00 in cash, without interest and subject to deduction for any required withholding tax. As of the effective time, all such shares will no longer be outstanding and will

automatically be canceled and retired and will cease to exist, and will thereafter represent only the right to receive $175.00 in cash, without interest and subject to deduction for any required withholding tax.

The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. This chronology does not purport to catalogue every conversation of or among the Diamond Hill Board, First Eagle, Diamond Hill’s representatives, First Eagle’s representatives and other parties.

The Diamond Hill Board and senior management regularly review and assess Diamond Hill’s operations, performance, opportunities, prospects and strategic direction. In connection with this review and assessment, and with the assistance of legal and financial advisors, the Diamond Hill Board and senior management have considered potential strategic alternatives for Diamond Hill, including potential business combinations or other transactions, to strengthen Diamond Hill’s business and maximize shareholder value. In addition, Diamond Hill has from time to time received unsolicited inquiries from third parties seeking to determine Diamond Hill’s interest in a variety of potential M&A transactions.

On July 31, 2025, Mr. Mehdi Mahmud, president and chief executive officer of First Eagle, contacted Ms. Heather Brilliant, chief executive officer and president of Diamond Hill and chief executive officer of DHCM, to request a meeting to discuss the asset management landscape and perspectives on the industry more broadly.

On August 27, 2025, Ms. Brilliant and Mr. Mahmud held a call to discuss Genstar Capital’s recent acquisition of a controlling interest in First Eagle and their desire to expand First Eagle’s product offerings and client base through acquisitions of smaller asset management firms. Mr. Mahmud highlighted his favorable view of Diamond Hill, with a particular emphasis on growth in its fixed income business. He indicated that First Eagle would be interested in engaging further to determine whether there may be a strategic fit between the two companies, as First Eagle would be willing to offer a premium to Diamond Hill’s shareholders. Ms. Brilliant informed Mr. Mahmud that Diamond Hill was not actively seeking to engage in a merger or a sale of Diamond Hill at that time and that the Diamond Hill Board was optimistic about Diamond Hill’s standalone strategy and its prospects in the near and long-term, but, consistent with Diamond Hill’s practice and the Diamond Hill Board’s fiduciary duties, Ms. Brilliant indicated that, if First Eagle made an offer to enter into a strategic transaction, she would relay such offer to the Diamond Hill Board for review to determine if it was in the best interests of Diamond Hill and its shareholders.

On September 5, 2025, Ms. Brilliant and Mr. Mahmud held another call to discuss potential strategic transactions and what Diamond Hill and First Eagle each viewed as current strengths and priorities for growth in their respective businesses. Shortly thereafter, Ms. Brilliant relayed the substance of this conversation and her previous conversation with Mr. Mahmud to Mr. Scott Cooley, the Diamond Hill Board chair.

Between September 5, 2025, and September 12, 2025, Ms. Brilliant and Mr. Cooley engaged in a series of conversations regarding the potentially forthcoming offer from First Eagle, including with respect to the complementary nature of Diamond Hill’s and First Eagle’s respective businesses. Given the potential strategic fit between the companies, both Ms. Brilliant and Mr. Cooley agreed it was worthwhile to continue discussions with First Eagle.

On September 9, 2025, First Eagle executed a customary non-disclosure agreement, which did not contain a standstill provision, for Diamond Hill to share non-public information with First Eagle in connection with the ongoing discussions.

On September 22, 2025, Ms. Brilliant, Mr. Mahmud and additional members of senior management from both Diamond Hill and First Eagle held a call to discuss, among other things, First Eagle’s distribution capabilities and its belief that meaningful revenue synergies could be achieved by bringing the companies together. First Eagle also discussed its desire to centralize certain business functions, which could lead to potential cost savings that could impact the terms of any transaction between the companies. In addition, Diamond Hill and First Eagle discussed potential integration challenges between the companies as well as the need for Diamond Hill’s investment team to maintain the independence of its investment process if it were to pursue a strategic transaction.

On September 23, 2025, Ms. Brilliant and Mr. Mahmud held another call to discuss a potential strategic transaction. Ms. Brilliant reiterated that Diamond Hill was not actively pursuing a sale process and that the Diamond Hill Board would need to better understand First Eagle’s proposed offer price and terms to determine if Diamond Hill would be open to further discussions. Mr. Mahmud requested additional information, including Diamond Hill’s then-current financial projections, to prepare a valuation and offer, which Diamond Hill subsequently provided.

On September 24, 2025, members of Diamond Hill senior management met with representatives of Broadhaven, Diamond Hill’s financial advisor, to discuss First Eagle’s interest and Broadhaven’s ability to represent Diamond Hill as its financial advisor in connection with any such transaction.

On October 2, 2025, Ms. Brilliant, Mr. Mahmud and additional members of senior management from Diamond Hill and First Eagle held a call to discuss various aspects of Diamond Hill’s business and financials, and the way in which being a part of First Eagle could be in the best interest of Diamond Hill clients.

On October 9, 2025, Ms. Brilliant met with Mr. Mahmud in New York City and discussed Diamond Hill’s then-current financial projections that had previously been shared with First Eagle. Mr. Mahmud previewed that his initial offer would include a 10-20% premium over the then-current trading price of Diamond Hill common stock based on an EBITDA multiple. Ms. Brilliant informed Mr. Mahmud that, consistent with the Diamond Hill Board’s fiduciary duties, it would review any formal offer made to Diamond Hill at its regularly scheduled meeting on October 29, 2025, with a view toward maximizing value for Diamond Hill’s shareholders. On the same day, Ms. Brilliant sent an email to the entire Diamond Hill Board informing it that preliminary yet meaningful discussions with a potential acquirer of Diamond Hill had occurred, and that more information would be provided to the directors on October 13, 2025.

On October 13, 2025, the Diamond Hill Board held a meeting for Ms. Brilliant to update the other directors on her conversations with Mr. Mahmud and preview the potentially forthcoming offer from First Eagle. Members of senior management of Diamond Hill and representatives of Davis Polk & Wardwell LLP (“Davis Polk”), legal counsel to Diamond Hill, attended the meeting.

On October 16, 2025, Ms. Brilliant, Mr. Mahmud and Mr. Cooley held a call during which Mr. Mahmud provided Mr. Cooley with an overview of the First Eagle business and First Eagle’s interest in Diamond Hill. Mr. Mahmud informed Ms. Brilliant and Mr. Cooley that First Eagle would be sending a formal offer in the coming days.

Between October 8, 2025 and October 19, 2025, members of Diamond Hill senior management held several calls with representatives of Broadhaven to discuss the conversations between Diamond Hill and First Eagle and the information shared by both parties about their respective businesses.

On October 19, 2025, First Eagle sent a preliminary non-binding offer to acquire Diamond Hill for $159.00 per share in cash (referred to as the “first offer”). The first offer stated that First Eagle intended to finance the transaction using cash on hand and existing committed debt facilities. The first offer did not include First Eagle’s expectations on whether Diamond Hill would continue to pay its regular dividends to shareholders during the pendency of any transaction or details on any other proposed transaction terms. Ms. Brilliant promptly circulated the first offer to the rest of the Diamond Hill Board.

On October 20, 2025, members of Diamond Hill senior management met with representatives of Broadhaven, Davis Polk and Vorys, Sater, Seymour and Pease LLP (“Vorys”), legal counsel to the Diamond Hill Board, to discuss the first offer and Diamond Hill’s proposed next steps in evaluating such offer. The parties determined that Broadhaven should speak with members of First Eagle senior management to seek further information and clarification about the terms of the first offer in advance of the Diamond Hill Board’s regularly scheduled meeting on October 29, 2025.

On October 21, 2025, representatives of Broadhaven met with members of First Eagle senior management to discuss the first offer. Representatives of Broadhaven asked questions about First Eagle’s valuation of Diamond Hill and the assumptions used to reach such valuation, particularly related to Diamond Hill’s balance sheet and seed capital investments. The parties also discussed potential synergies between the companies as well as First Eagle’s plans for financing the consideration should the parties engage in a transaction. Broadhaven previewed the potential that Diamond Hill might announce a special dividend together with its regular dividend and informed First Eagle that the Diamond Hill Board would review the first offer with its legal and financial advisors at its regularly scheduled quarterly meeting the following week.

On October 22, 2025, the Diamond Hill Board held a meeting to discuss briefly the status of the first offer. Members of senior management of Diamond Hill attended the meeting. Ms. Brilliant and Mr. Cooley provided a summary of their conversations with First Eagle leading up to receipt of the first offer as well as the call the previous day with representatives of Broadhaven and First Eagle. The Diamond Hill Board determined that it would review the first offer in detail at its upcoming meeting the following week.

On October 27, 2025, Diamond Hill formally engaged Broadhaven to act as its financial advisor in connection with a potential strategic transaction involving Diamond Hill, pursuant to an engagement letter dated as of such date.

On October 29, 2025, the Diamond Hill Board held its regularly scheduled quarterly meeting, at which, among other things, the first offer was discussed. Members of Diamond Hill senior management and representatives from Davis Polk, Vorys and Broadhaven also attended the meeting. Representatives of Vorys delivered a presentation summarizing the Diamond Hill Board’s fiduciary duties and legal obligations under Ohio law in the context of a potential change of control transaction. Ms. Brilliant then described her interactions with First Eagle and Mr. Mahmud to date. Representatives of Davis Polk then provided an overview of the typical timeline for the type of transaction being proposed by First Eagle as well as the key legal issues that may arise in the context of a sale of a public company, including with respect to any necessary regulatory approvals, client consents and shareholder matters. A discussion ensued among the members of the Diamond Hill Board, Diamond Hill’s senior management and representatives of Broadhaven regarding, among other things: (i) an overview of Diamond Hill’s recent performance, including recent asset flows, (ii) a market update and discussion of the environment for potential strategic transactions in the asset management space, particularly those involving public companies, including how potential acquirers, including First Eagle, may approach Diamond Hill’s valuation given its financial projections, (iii) strategic options and alternatives that might be available to Diamond Hill, including the standalone case as an independent public company, and risks and considerations related to each, and (iv) background information concerning First Eagle. Representatives of Broadhaven then described the financial terms of the first offer and noted several key considerations relating to the first offer including, among other things, the potential to demonstrate to First Eagle that the first offer did not ascribe appropriate value to Diamond Hill’s seed capital investments, its fund administration activities or the potential synergies between the companies. Representatives of Broadhaven also discussed potential counterparties to which they could reach out to determine their openness to a potential strategic transaction with Diamond Hill. The Diamond Hill Board discussed, among other things, the risk of potential market leaks and related negative impacts on the business if Broadhaven conducted such outreach and the importance of the Diamond Hill investment team and other personnel to the value of its business. Representatives of Davis Polk then discussed the possibility of including a “go-shop” period in the transaction terms to facilitate a post-signing (rather than pre-signing) market check and the risks and benefits of each approach. The Diamond Hill Board determined that, based on the factors discussed with Broadhaven, the first offer undervalued Diamond Hill and instructed Broadhaven to inform First Eagle that Diamond Hill would not be willing to transact at the offer price. Members of Diamond Hill senior management also reviewed the financial projections, which reflected updated financial information from the version that was originally sent to First Eagle in September in order to reflect the full third fiscal quarter of 2025, with the Diamond Hill Board at this meeting, and the Diamond Hill Board authorized Broadhaven to share the financial projections with First Eagle, which are discussed in more detail in the section titled “—Certain Financial Projections Utilized by the Diamond Hill Board and Diamond Hill’s Financial Advisor.”

At this October 29 meeting, the Diamond Hill Board also voted to declare a special dividend of $4.00 per share of Diamond Hill common stock, in addition to its regular quarterly dividend of $1.50 per share, both to be paid on December 5, 2025 to Diamond Hill shareholders of record as of the close of business on November 21, 2025.

Also on October 29, 2025, Davis Polk received a relationship disclosure letter from Broadhaven, detailing certain relationships involving Broadhaven and First Eagle and certain of its affiliates, which was subsequently shared with and reviewed by the Diamond Hill Board.

On October 30, 2025, representatives of Broadhaven called Mr. Mahmud to convey that Diamond Hill was not willing to transact on the terms of the first offer, but provided certain additional financial information related to Diamond Hill’s fund administration revenues, profitability and outstanding share count and encouraged First Eagle to consider the additional information in any further offer it made to Diamond Hill.

On October 31, 2025, members of Diamond Hill senior management and representatives of Broadhaven met with members of First Eagle senior management to discuss, among other things, Diamond Hill’s fund administration economics, employee compensation plans and other financial due diligence topics. Diamond Hill also provided additional information on the components of its balance sheet, including its seed capital investments, and employee share ownership.

On November 2, 2025, representatives of Broadhaven held a call with representatives of UBS Securities, LLC (“UBS”), financial advisor to First Eagle, to discuss a potential transaction between Diamond Hill and First Eagle.

On November 3, 2025, Mr. Cooley updated the Diamond Hill Board regarding the status of negotiations with First Eagle generally, informing them that Diamond Hill was expecting a revised offer imminently. From November 3, 2025 to December 10, 2025, Mr. Cooley provided regular updates to the Diamond Hill Board regarding the transaction.

On November 3, 2025, representatives of UBS called representatives of Broadhaven to preview that First Eagle would be sharing a revised offer to acquire Diamond Hill for $171.00 per share in cash, and the revised offer would acknowledge Diamond Hill’s regular and special dividends declared subsequent to the first offer and expressly contemplate that Diamond Hill would continue paying its regular quarterly dividends to its shareholders through the consummation of any transaction. Later that evening, First Eagle sent Diamond Hill a non-binding offer reflecting these terms (referred to as the “second offer”). The second offer was subsequently circulated to the members of the Diamond Hill Board.

On November 4, 2025, the Diamond Hill Board held a meeting to discuss the second offer. Members of Diamond Hill senior management and representatives from Davis Polk, Vorys and Broadhaven also attended the meeting. Representatives of Broadhaven gave an overview of the second offer and noted several key considerations, including the express acknowledgement of the regular and special dividends declared subsequent to the first offer and confirmation of continued payment of the regular dividend. A robust discussion then ensued related to the value of the second offer, including a review of other recent industry transactions and the valuations agreed to in such transactions, to assess whether the proposed merger consideration reflected an appropriate value to Diamond Hill’s shareholders. The Diamond Hill Board acknowledged that this was a significant increase from the first offer, but still determined that the second offer undervalued Diamond Hill and directed Broadhaven to make a counteroffer to First Eagle at $181.00 per share.

Later on November 4, 2025, representatives of Broadhaven held a call with representatives of First Eagle and UBS and stated that Diamond Hill would be amenable to engaging in a transaction at $181.00 per share, and that any such transaction would need to include a customary “go-shop” process given the absence of a pre-signing market check to ensure maximum value for Diamond Hill’s shareholders. Broadhaven then provided First Eagle with the financial projections that reflected the latest financials of Diamond Hill from the full third fiscal quarter of 2025, which are discussed in more detail in the section titled “—Certain Financial Projections Utilized by the Diamond Hill Board and Diamond Hill’s Financial Advisor.” Later that day, representatives of UBS called representatives of Broadhaven to inform them that a revised offer would be forthcoming at a price between $171.00 and $181.00 per share.

Later that evening on November 4, 2025, First Eagle sent a non-binding offer to acquire Diamond Hill for $174.00 per share in cash (referred to as the “third offer”), and the third offer included express confirmation that Diamond Hill would be permitted to continue paying its regular quarterly dividends to its shareholders through the consummation of any transaction.

On November 5, 2025, the Diamond Hill Board held a meeting to discuss the third offer. Members of Diamond Hill senior management and representatives from Davis Polk, Vorys and Broadhaven also attended the meeting. Representatives of Broadhaven gave an overview of the third offer and noted several key considerations, including the increase from the initial offer based on First Eagle’s additional financial due diligence and the premium being offered to Diamond Hill shareholders. The Diamond Hill Board also discussed certain key transaction terms with representatives of Davis Polk and Vorys, including, among others, the “go-shop” period, regulatory approvals and the requisite client consent threshold that would be required to consummate the transaction. The Diamond Hill Board determined that $175.00 per share would provide substantial value to Diamond Hill’s shareholders and, on that basis, agreed that it would be willing to transact with First Eagle at such price. It then instructed Broadhaven to make a counteroffer to First Eagle and convey the importance of closing certainty for any transaction between the parties.

Also on November 5, 2025, representatives of Broadhaven called representatives of First Eagle and UBS to propose a counteroffer of $175.00 per share and to emphasize Diamond Hill’s expectation that any transaction terms would focus on closing certainty for its shareholders, including with respect to any required client consent threshold, efforts to obtain any necessary regulatory approvals and the absence of a financing closing condition.

Later on November 5, 2025, representatives of UBS called representatives of Broadhaven indicating that First Eagle would accept Diamond Hill’s counteroffer for $175.00 per share and wished to sign the proposed transaction in early December. Late that evening, First Eagle sent a non-binding offer to acquire Diamond Hill for $175.00 per share in cash (referred to as the “fourth offer”), and the fourth offer included express confirmation that Diamond Hill would be permitted to continue paying its regular quarterly dividends to its shareholders through the consummation of any transaction.

Between November 5, 2025 and November 6, 2025, Mr. Cooley had numerous conversations with individual directors to discuss, among other things, the process undertaken thus far and the fourth offer and to answer any remaining questions.

On November 6, 2025, as previously directed by the Diamond Hill Board, representatives of Broadhaven called representatives of First Eagle and UBS to convey Diamond Hill’s willingness to negotiate a transaction on the financial terms included in the fourth offer.

On November 7, 2025, Mr. Cooley, Ms. Brilliant and members of First Eagle senior management held a call to discuss, among other things, First Eagle’s key priorities for due diligence, including scheduling meetings with the Diamond Hill investment team, potential strategies for employee outreach once the terms of any proposed transaction were closer to being finalized and the parties’ approach to publicity of any proposed transaction.

From November 7, 2025 to December 10, 2025, First Eagle engaged in various due diligence calls with members of Diamond Hill senior management.

On November 12, 2025, Davis Polk sent an initial draft of the merger agreement to Willkie Farr & Gallagher LLP (“Willkie”), First Eagle’s legal counsel.

On November 19, 2025, Mr. Cooley, Ms. Brilliant and Mr. Mahmud held a call to discuss, among other things, certain upcoming meetings scheduled with First Eagle management and key Diamond Hill personnel to discuss First Eagle’s strategic plan for the combined company.

On November 20, 2025, Willkie sent a revised draft of the merger agreement to Davis Polk. This draft of the merger agreement included a request for certain Diamond Hill employees to execute waivers of their “good reason” termination rights under their respective employment agreements.

On November 20, 2025, and November 21, 2025, several members of First Eagle senior management met in person in Columbus, Ohio with certain Diamond Hill portfolio managers and other members of Diamond Hill senior management as part of the due diligence process.

On November 21, 2025, representatives of UBS called representatives of Broadhaven to inform them that First Eagle was requesting certain changes to the transaction terms, including: (i) introduction of a two-prong test to determine the requisite client consent percentage required for closing, which would include a certain threshold for the consent of all Diamond Hill clients and a certain threshold for the consent of specific Diamond Hill clients, (ii) the combination of the Diamond Hill fund board and the First Eagle fund board concurrently with the consummation of the transaction and (iii) a request for general alignment of incentives to ensure key Diamond Hill personnel are retained following the consummation of the transaction, though no specific proposal for such retention was put forward.

On November 25, 2025, Ms. Brilliant and Mr. Mahmud held multiple calls throughout the day to discuss the proposed changes to the transaction terms previewed by UBS. Mr. Mahmud highlighted his concerns related to recent outflows of Diamond Hill’s assets under management as well as the absence of restrictive covenants in Diamond Hill’s employee arrangements and indicated that First Eagle was considering whether it needed to reduce its offer price or restrict dividends during the sign-to-close period to account for these concerns. Ms. Brilliant stated that the Diamond Hill Board would not be amenable to a decrease in the offer price or restrictions on Diamond Hill’s ability to continue paying its regular quarterly dividend. Ms. Brilliant and Mr. Mahmud also discussed the proposed combination of the fund boards, and Ms. Brilliant indicated that First Eagle would need to be open to including certain members of the Diamond Hill fund board on the combined fund board to ensure continuity. Following these calls, Ms. Brilliant relayed the substance of the conversations to Mr. Cooley.

Also on November 25, 2025, Davis Polk sent a revised draft of the merger agreement to Willkie. This revised draft, among other things, removed the reference to the “good reason” waivers.

On November 26, 2025, Ms. Brilliant and Mr. Mahmud spoke again to further discuss the proposed changes to the transaction terms. Mr. Mahmud reiterated his interest in acquiring Diamond Hill’s business, but informed Ms. Brilliant that First Eagle was focused on retaining value elsewhere, including through cessation of dividends to Diamond Hill’s shareholders and restrictions on its seed capital investments during the period prior to closing. Ms. Brilliant again informed Mr. Mahmud that any changes to the previously agreed economic terms would be highly problematic for the Diamond Hill Board, but she would take First Eagle’s proposal, when formally delivered, to the Diamond Hill Board. Following the call between Ms. Brilliant and Mr. Mahmud, Ms. Brilliant relayed the substance of the conversation to Mr. Cooley.

Over the next two weeks, Mr. Mahmud, with authorization from Diamond Hill, had numerous meetings with senior Diamond Hill personnel to share their respective views on the two companies and the asset management space generally.

On December 3, 2025, Willkie sent a revised draft of the merger agreement to Davis Polk.

In the morning on December 4, 2025, Ms. Brilliant and Mr. Mahmud held a call to discuss, among other things, maintenance of benefits and compensation for Diamond Hill employees during the sign-to-close period and following the consummation of the proposed transaction and the required client consent threshold. Mr. Mahmud proposed that the general required client consent threshold for the consent of all Diamond Hill clients be set at 80% and the specific required client consent threshold be set at 90%, with all thresholds being calculated based on the assets under management as of November 30, 2025. Ms. Brilliant stated that having two separate thresholds is extremely unusual for these transactions, and for them to be set at this high level was not consistent with the approach to deal certainty First Eagle had proposed in the fourth offer and that formed the basis for Diamond Hill’s agreement to move forward. The parties also discussed, among other things, the combination of the fund boards and the impact on closing certainty of the changes First Eagle was now requesting.

Later on December 4, 2025, Ms. Brilliant and Mr. Mahmud spoke again to discuss the same terms. Ms. Brilliant indicated that the Diamond Hill Board would not view changes to previously agreed transaction terms favorably and reiterated the importance of closing certainty to Diamond Hill. Mr. Mahmud indicated that First Eagle would work to revert to a single test for client consents and indicated First Eagle’s willingness to appoint members of the Diamond Hill fund board to the combined fund board as emeritus members.

On December 5, 2025, the Diamond Hill Board held a meeting to receive an update on the potential transaction with First Eagle. Members of Diamond Hill senior management and representatives from Davis Polk, Vorys and Broadhaven also attended the meeting. Representatives of Vorys again provided an overview of the Diamond Hill Board’s fiduciary duties under Ohio law in the context of a potential change of control transaction, and representatives of Davis Polk provided an overview of the terms of the merger agreement. Representatives of Broadhaven then reviewed and discussed certain preliminary financial analyses with respect to the proposed merger. The Diamond Hill Board then authorized Broadhaven to use the financial projections, which had previously been provided to and reviewed by the Diamond Hill Board and shared with First Eagle, in its financial analyses in connection with its fairness opinion, which financial projections are discussed in more detail in the section titled “—Certain Financial Projections Utilized by the Diamond Hill Board and Diamond Hill’s Financial Advisor.” Lastly, the Diamond Hill Board authorized the engagement of Katzke Miller & Morgenbesser LLP (“Katzke”) as employment legal counsel to advise Ms. Brilliant and Ms. Quinif on their negotiations with First Eagle with respect to any go-forward employment arrangements.

Later on December 5, 2025, Mr. Mahmud called Ms. Brilliant to negotiate the latest terms of the merger agreement. Mr. Mahmud stated that, based on further due diligence and certain recent outflows from Diamond Hill’s assets under management, First Eagle’s offer remained at $175.00 per share, but First Eagle required that (i) Diamond Hill agree to cease making its regular quarterly dividends to its shareholders prior to the consummation of the transaction, (ii) the general required client consent threshold for the consent of all Diamond Hill clients be set at 80%, though no specific client consent would be required, and (iii) the parties agree to combine the fund boards. Ms. Brilliant indicated that this was a departure from the financial and other terms previously agreed to by the parties but stated that she would discuss these changes with the Diamond Hill Board.

On December 6, 2025, the Diamond Hill Board held a meeting to discuss First Eagle’s revised proposal. Members of Diamond Hill senior management and representatives from Davis Polk, Vorys and Broadhaven also attended the meeting. Ms. Brilliant provided an overview of her conversation with Mr. Mahmud, and representatives of Broadhaven discussed the changes to the financial terms, including a preliminary analysis of First Eagle’s revised proposal reflecting the proposed cessation of dividends. A discussion then ensued related to Broadhaven’s preliminary financial analysis, including with respect to the value of the foregone quarterly dividend over the expected sign-to-close period as well as the importance of maximizing closing certainty for Diamond Hill shareholders. The Diamond Hill Board determined that First Eagle’s offer remained advisable and in the best interests of Diamond Hill’s shareholders and instructed Ms. Brilliant to accept the cessation of shareholder dividends, but to propose that (i) the required client consent threshold be set at 75%, with no specific client consents required and (ii) First Eagle be required to include at least one member of the Diamond Hill fund board on the combined fund board following closing. The Diamond Hill Board also authorized Ms. Brilliant to accept a required client consent threshold of up to 78% if needed to secure First Eagle’s agreement.

On December 7, 2025, Ms. Brilliant spoke with Mr. Mahmud and emphasized the importance of deal certainty in light of the changes to the financial terms. She indicated that the Diamond Hill Board would be willing to suspend the dividend if First Eagle was willing to, among other things, accept a 75% required client consent threshold. The parties

also discussed the combination of the fund boards and the closing risk associated with the commitment First Eagle was requesting. Mr. Mahmud made a counteroffer for a 78% client consent threshold, and Ms. Brilliant, as previously authorized by the Diamond Hill Board, accepted such offer if First Eagle committed to move forward expeditiously to a signing. Later on December 7, 2025, Ms. Brilliant spoke again with Mr. Mahmud about First Eagle’s request that she and Ms. Quinif execute “good reason” waivers.

Between December 7, 2025 and December 9, 2025, Davis Polk and Willkie traded various drafts of the merger agreement, reflecting ongoing negotiations between Diamond Hill and First Eagle related to, among other issues, synchronization of the fund boards, the required client consent threshold (and the components thereof), the fees payable by Diamond Hill if the merger agreement is terminated in certain circumstances, and maintenance of benefits and compensation for Diamond Hill employees.

On December 8, 2025, Katzke sent a revised draft of the “good reason” waivers to Willkie.

On December 9, 2025, the Diamond Hill Board held a meeting to evaluate the terms and conditions of the proposed transaction with First Eagle and to determine whether to approve the proposed transaction. Members of Diamond Hill senior management and representatives of Davis Polk, Vorys and Broadhaven were present. Representatives of Vorys included an overview of the Diamond Hill Board’s fiduciary duties under Ohio law in the materials delivered to and reviewed by the Diamond Hill Board prior to the meeting. At the meeting, representatives of Davis Polk provided an overview of the terms of the revised merger agreement, and representatives of Broadhaven then reviewed and discussed its financial analyses with respect to the proposed merger based on the terms and conditions of the revised merger agreement presented to the Diamond Hill Board. Thereafter, at the request of the Diamond Hill Board, Broadhaven rendered its oral opinion to the Diamond Hill Board to the effect that, as of December 9, 2025 and subject to the assumptions made, procedures followed, matters considered and the qualifications and limitations on the scope of review undertaken by Broadhaven as set forth in its written opinion, the merger consideration is fair to the holders of shares of Diamond Hill common stock (other than the excluded shares and dissenting shares) from a financial point of view.

During the same meeting of the Diamond Hill Board, Ms. Brilliant, Mr. Hawley and other members of senior management left the meeting and the independent directors convened a separate executive session with representatives of Davis Polk, Vorys and Broadhaven to discuss the potential transaction. Following such discussion, the non-independent directors and members of senior management re-joined the meeting, and the Diamond Hill Board unanimously approved the merger and the version of the merger agreement presented to the Diamond Hill Board prior to this meeting, for the reasons described in the section titled “—Diamond Hill’s Reasons for the Merger; Recommendation of the Diamond Hill Board of Directors” below and resolved to recommend to Diamond Hill’s shareholders that they adopt such merger agreement. The Diamond Hill Board thereafter reviewed the terms of and also approved the annual amendment to and renewal of Diamond Hill’s credit agreement.

Also on December 9, 2025, in lieu of seeking “good reason” waivers from Ms. Brilliant and Ms. Quinif, First Eagle proposed making adjustments to the non-solicitation restrictions in their respective employment agreements, including expanding the scope of the client non-solicitation restrictions, extending the term of the employee non-solicitation restrictions by one year relative to the existing term and providing for an additional year of severance protection. Revised drafts of letter agreements for each of Ms. Brilliant and Ms. Quinif reflecting such adjustments were exchanged between Willkie and Katzke.

Later on December 9, 2025, members of First Eagle senior management requested a call with members of Diamond Hill senior management and representatives of Broadhaven to discuss an additional issue they wished to raise related to the required client consent threshold. The parties had previously discussed calculating this threshold based solely on assets under management at Diamond Hill due to the logistical complexities associated with reporting and calculating assets under advisement. Following its review of certain information relating to Diamond Hill’s revenue run rate, First Eagle indicated that it wished to either include assets under advisement or, alternatively, increase the client consent threshold. Following extensive discussions, the parties agreed to a methodology for including assets under advisement in the calculation and, throughout the evening on December 9, 2025 and through the day on December 10, 2025, Diamond Hill, First Eagle and representatives of Davis Polk, Willkie and Broadhaven exchanged revised drafts of the merger agreement to reflect this new proposal.

Later on December 10, 2025, the Diamond Hill Board held a meeting to evaluate the terms and conditions of the proposed transaction with First Eagle and to determine whether to approve the proposed transaction. Members of Diamond Hill senior management and representatives of Davis Polk, Vorys and Broadhaven were present. Representatives of Davis Polk provided an overview of the negotiations with First Eagle and the changes to the merger

agreement since the December 9 meeting, and representatives of Davis Polk and Diamond Hill senior management confirmed to the Diamond Hill Board that all open issues related to the merger agreement had been resolved. Thereafter, at the request of the Diamond Hill Board, Broadhaven rendered its oral opinion (which was confirmed by delivery of a written opinion dated December 10, 2025) to the Diamond Hill Board to the effect that, as of December 10, 2025 and subject to the assumptions made, procedures followed, matters considered and the qualifications and limitations on the scope of review undertaken by Broadhaven as set forth in its written opinion, the merger consideration was fair to the holders of shares of Diamond Hill common stock (other than the excluded shares and dissenting shares) from a financial point of view. Following such discussion, the Diamond Hill Board unanimously approved the merger and the merger agreement, for the reasons described in the section titled “—Diamond Hill’s Reasons for the Merger; Recommendation of the Diamond Hill Board of Directors” below and resolved to recommend to Diamond Hill’s shareholders that they adopt the merger agreement.

Shortly following this meeting on December 10, 2025, Diamond Hill and First Eagle executed the merger agreement. Before the opening of Nasdaq normal trading hours on December 11, 2025, Diamond Hill and First Eagle issued a joint press release announcing the execution of the merger agreement and the proposed terms of the acquisition by First Eagle. The press release announcing the transaction also noted that the merger agreement included a go-shop period of 35 days continuing through January 14, 2026.

Beginning on December 11, 2025, representatives of Broadhaven contacted 14 parties to invite such parties to participate in Diamond Hill’s go-shop process. Such parties were identified as having the most likely interest in acquiring Diamond Hill and the financial capability to complete an acquisition. Four of the contacted parties were private equity sponsors, and the remaining 10 were potential strategic counterparties. All 14 of the invited parties indicated that they were not interested in pursuing an acquisition of Diamond Hill, without any request to do further due diligence.

At 11:59 p.m., Eastern Time, on January 14, 2026, the “go-shop” period ended with Diamond Hill not having received any alternative acquisition proposals.

At its December 10, 2025 meeting held to evaluate the merger, the Diamond Hill Board unanimously (i) declared that the merger agreement and the transactions contemplated thereby are fair to and in the best interests of Diamond Hill and its shareholders, and declared that it is advisable to enter into the merger agreement and consummate the transactions contemplated thereby upon the terms and subject to the conditions set forth therein, (ii) approved the execution and delivery of the merger agreement by Diamond Hill, the performance by Diamond Hill of its covenants and other obligations thereunder, and the consummation of the transactions contemplated thereby upon the terms and subject to the conditions set forth therein, (iii) recommended, subject to the terms and conditions of the merger agreement, that Diamond Hill’s shareholders approve and adopt the merger agreements and (iv) directed that the approval and adoption of the merger agreement and the transactions contemplated thereby be submitted to a vote at a meeting of Diamond Hill’s shareholders. The Diamond Hill Board recommends that Diamond Hill shareholders vote:

In evaluating the merger agreement and arriving at its determination, the Diamond Hill Board consulted with Diamond Hill’s senior management, representatives of Diamond Hill’s financial advisor, Broadhaven, Diamond Hill’s outside legal counsel, Davis Polk, and its outside legal counsel, Vorys, and considered a number of substantive factors, both positive and negative, and potential benefits and detriments of the merger to Diamond Hill and Diamond Hill shareholders. The Diamond Hill Board believed that, taken as a whole, the following factors supported its decision to approve the merger:

The Diamond Hill Board also considered certain potentially negative factors in its deliberations concerning the merger, including the following:

The Diamond Hill Board concluded that the potentially negative factors associated with the merger were significantly outweighed by the potential benefits that it expected the Diamond Hill shareholders would achieve as a result of the merger. The Diamond Hill Board believed that the merger would maximize the immediate value of

Diamond Hill shareholders’ shares and minimize the risks and uncertainty affecting the future prospects of Diamond Hill, including the potential execution risks associated with its stand-alone financial plan. Accordingly, the Diamond Hill Board unanimously (i) declared that the merger agreement and the transactions contemplated thereby are fair to and in the best interests of Diamond Hill and its shareholders, and declared that it is advisable to enter into the merger agreement and consummate the transactions contemplated thereby upon the terms and subject to the conditions set forth therein, (ii) approved the execution and delivery of the merger agreement by Diamond Hill, the performance by Diamond Hill of its covenants and other obligations thereunder, and the consummation of the transactions contemplated thereby upon the terms and subject to the conditions set forth therein, (iii) recommended, subject to the terms and conditions of the merger agreement, that Diamond Hill’s shareholders approve and adopt the merger agreement and (iv) directed that the approval and adoption of the merger agreement and the transactions contemplated thereby be submitted to a vote at a meeting of Diamond Hill’s shareholders.

The foregoing discussion of the information and factors considered by the Diamond Hill Board is not exhaustive, but Diamond Hill believes it includes all the material factors considered by the Diamond Hill Board. In view of the wide variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, the Diamond Hill Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative or specific weight or values to any of these factors. Rather, the Diamond Hill Board viewed its position and recommendation as being based on an overall analysis and on the totality of the information presented to and factors considered by it. In addition, in considering the factors described above, individual directors may have given different weights to different factors. The Diamond Hill Board based its unanimous recommendation on the totality of the information presented to it.

This explanation of Diamond Hill’s reasons for the merger and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described under “Cautionary Statement Regarding Forward-Looking Statements.”

Broadhaven was retained by Diamond Hill to act as its financial advisor and provide an opinion in connection with the merger. Diamond Hill selected Broadhaven to act as its financial advisor based on Broadhaven’s qualifications, experience, reputation and knowledge of the relevant industry and the business in which Diamond Hill operates. On December 10, 2025, Broadhaven rendered its oral opinion, which was confirmed by delivery of a written opinion dated December 10, 2025, to the Diamond Hill Board to the effect that, as of that date and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Broadhaven as set forth in its opinion, the merger consideration was fair to the holders of shares of Diamond Hill common stock (other than the excluded shares and dissenting shares) from a financial point of view.

The full text of Broadhaven’s written opinion to the Diamond Hill Board, dated December 10, 2025, is attached as Annex C to this proxy statement and is incorporated into this proxy statement by reference in its entirety. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Broadhaven in rendering its opinion. Shareholders of Diamond Hill are urged to, and should, read the opinion carefully and in its entirety. This summary is qualified in its entirety by reference to the full text of such opinion. Broadhaven’s opinion was directed to the Diamond Hill Board (in its capacity as such) and addressed only the fairness, from a financial point of view, to the holders of shares of Diamond Hill common stock (other than the excluded shares and dissenting shares) of the merger consideration, as of the date of the opinion. Broadhaven does not express any view on, and its opinion does not address, any other aspect of the transactions contemplated by the merger agreement.

In arriving at its opinion, Broadhaven, among other things:

In reaching its opinion, Broadhaven assumed and relied upon, with the Diamond Hill Board’s consent and without assuming any responsibility for independent verification, the accuracy and completeness of the information that was publicly available or supplied to, discussed with, reviewed by, or otherwise made available to, Broadhaven by Diamond Hill and that formed a substantial basis for its opinion. Broadhaven further relied, with the Diamond Hill Board’s consent, upon assurances of senior management of Diamond Hill that they were not aware of any facts or circumstances that would make such information inaccurate or misleading and that there had not occurred any material change in the assets, financial condition, results of operations, business or prospects of Diamond Hill since the date of the most recent financial statements and other information, financial or otherwise, relating to Diamond Hill that was made available to Broadhaven. Broadhaven expressed no view as to, or as to the likelihood of achieving, the Diamond Hill projections, or the assumptions on which they were based.

Broadhaven assumed, in all cases at the Diamond Hill Board’s direction and with its consent, that:

Broadhaven is not a legal, tax or regulatory advisor. Broadhaven is a financial advisor only and has relied upon, without independent verification, the assessments of Diamond Hill and its legal, tax and regulatory advisors with respect to legal, tax and regulatory matters.

Broadhaven was not requested to make, and did not make, any independent valuation or appraisal of Diamond Hill or its assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities), and did not rely upon any such valuations or appraisals furnished to it. In arriving at its opinion, Broadhaven did not conduct a physical inspection of Diamond Hill or its assets and liabilities. Broadhaven’s opinion was necessarily based on financial, economic, monetary, market and other conditions as in effect, and the information made available to Broadhaven, as of delivery of its opinion. Events occurring after delivery of its opinion may materially affect Broadhaven’s opinion and the assumptions used in preparing it, and Broadhaven did not assume any obligation to

update, revise or reaffirm its opinion. Broadhaven’s opinion speaks only as of the date of such opinion. Without limiting the generality of the foregoing, Broadhaven’s opinion does not in any manner address the impact of the merger on the solvency or viability of Diamond Hill or the ability of Diamond Hill to pay its respective obligations as and when they come due.

Broadhaven’s opinion and any materials provided in connection therewith do not constitute a recommendation as to how any shareholder of Diamond Hill should vote with respect to the merger or any other matter, nor do Broadhaven’s opinion or any summary of its underlying analyses constitute advice or a recommendation to any other person or entity as to how to act in connection with the merger or otherwise. Broadhaven was not requested to opine as to, and Broadhaven’s opinion does not in any manner address, the underlying business decision by Diamond Hill to proceed with or effect the merger or the likelihood of consummation of the merger. Broadhaven’s opinion does not address the relative merits of the merger as compared to any alternative transaction or business strategy in which Diamond Hill might engage, whether such alternative transaction or business strategy would provide greater value than the merger, or whether or not such alternatives could be achieved or are available. Broadhaven’s opinion does not address, and Broadhaven expresses no opinion as to, the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to or any other transaction with any holders of any classes of securities, creditors or other constituencies of any party to the merger or any of the officers, directors or employees of any party to the merger, or any such class of persons, in connection with the merger, and Broadhaven’s opinion may not be used or referred to in a manner inconsistent with the foregoing. Broadhaven’s opinion does not, in any manner, address, and Broadhaven expresses no opinion as to, the prices at which shares of Diamond Hill common stock would trade after the announcement of the merger or at any other time.

The following is a summary of the material financial analyses performed by Broadhaven in connection with the preparation of its opinion to the Diamond Hill Board. Broadhaven reviewed all such analyses with the management of Diamond Hill. The following summary is not a complete description of the financial analyses performed by Broadhaven, nor does the order of analyses described represent the relative importance or weight given to those analyses by Broadhaven. The financial analyses summarized below include information presented in tabular format. To understand fully the financial analyses used by Broadhaven, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole. Assessing any portion of such analyses and of the factors reviewed, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Broadhaven’s opinion.

In performing the financial analyses summarized below and in arriving at its opinion, Broadhaven, at the direction of the Diamond Hill Board, used and relied upon certain financial projections provided by the management of Diamond Hill, which were approved by the Diamond Hill Board for use by Broadhaven in connection with its financial analyses. For more information, see the section of this proxy statement titled “Certain Financial Projections Utilized by the Diamond Hill Board and Diamond Hill’s Financial Advisor.”

Comparable Public Companies Analysis. Broadhaven performed a comparable public company analysis, which was designed to provide an implied value of a company by comparing it to similar companies that are publicly traded. Broadhaven reviewed and compared, using publicly available information, certain historical and projected future financial information for Diamond Hill with corresponding historical and projected future financial information, ratios and public market multiples for other companies that, in Broadhaven’s professional judgment and experience, shared certain similar characteristics with Diamond Hill. For purposes of this analysis, Broadhaven analyzed the ratios comparing the enterprise value, calculated as fully diluted market capitalization, plus the principal value of total debt of the operating entity (including preferred units of the operating entity, if any), noncontrolling interests, and one quarter of annual operating expenses, and less cash, cash equivalents and investments of the operating entity (which is referred to in this section as “EV”), to EBITDA (calculated as earnings before interest, taxes, depreciation and amortization) for calendar years 2025, 2026 and 2027, in each case, based on consensus estimates, which are referred to in this section as “EV/2025E EBITDA,” “EV/2026E EBITDA” and “EV/2027E EBITDA”, respectively, of the following companies:

Based on its analysis of the relevant metrics for each of the comparable companies and taking into consideration the different business, financial and operating characteristics of the comparable companies as compared to Diamond Hill, upon the application of its professional judgment and experience, Broadhaven selected reference ranges of EV/2025E EBITDA, EV/2026E EBITDA and EV/2027E EBITDA of 5.0x to 8.0x, 4.5x to 7.0x and 4.0x to 6.5x, respectively.

Broadhaven then applied, at the direction of the management of Diamond Hill, such reference ranges to estimates of Diamond Hill’s run-rate Adjusted EBITDA as of September 30, 2025 and estimates of Diamond Hill’s Adjusted EBITDA for the trailing twelve months ending September 30 for calendar years 2026 and 2027, as applicable, which estimates were, in each case, based on projections provided by the management of Diamond Hill and set forth in the Diamond Hill projections. Broadhaven then adjusted the implied enterprise value of Diamond Hill by the value of excess balance sheet assets, which it calculated based on Diamond Hill’s cash, net investments, net working capital relative to three months of annual operating expenses and declared but unpaid dividends, as reflected on Diamond Hill’s balance sheet as of September 30, 2025. Based on this analysis, Broadhaven derived a range of implied values per share of Diamond Hill common stock as follows, each rounded to the nearest $1, as compared to the estimated present value of the merger consideration payable pursuant to the merger agreement of $171.86 per share, assuming a six-month period to closing (the “six-month closing deal price present value”) and $170.29 per share, assuming a nine-month period to closing (the “nine-month closing deal price present value”), in each case, using a discount rate of 3.70% based on the 26-week U.S. Treasury Bill yield as of December 8, 2025, and assuming no dividend payment through closing.

No company utilized in the comparable public company analysis was identical to Diamond Hill. In evaluating the comparable companies, Broadhaven made judgments and assumptions with regard to general business, economic and market conditions affecting the comparable companies and other matters as well as differences in the comparable companies’ financial, business and operating characteristics. Accordingly, an evaluation of the results of this analysis was not entirely mathematical. Rather, this analysis involved complex considerations and judgments regarding many factors that could affect the relative values of the comparable companies and the multiples derived from such companies. Mathematical analysis, such as determining the median, was not in itself a meaningful method of using the data of the selected companies.

Precedent Transactions Analysis. Broadhaven performed a precedent transactions analysis, which was designed to provide an implied value of a company based on publicly available financial terms of selected precedent transactions based on Broadhaven’s professional judgment and experience. For purposes of this analysis, Broadhaven analyzed the ratios of the enterprise value to the EBITDA of the target company, with EBITDA calculated both with and without the inclusion of synergies expected from the relevant transaction, if applicable, which ratio is referred to in this section as “EV/EBITDA” of the target company, based on publicly available information at the time of announcement of each such transaction, including certain adjustments based on the particular comparable company, as required.

The selected precedent transactions varied significantly based upon company scale, business risks, growth prospects and geography as well as the prevailing market environment at the time of each such transaction. Based on its analysis of the relevant metrics for each of the comparable transactions and upon the application of its professional judgment and experience, Broadhaven selected a reference range of EV/EBITDA of 6.5x to 8.5x. At the direction of the management of Diamond Hill, Broadhaven then applied such reference range to the estimate of Diamond Hill’s run-rate Adjusted EBITDA, which estimate was based on projections provided by the management of Diamond Hill and set forth in the Diamond Hill projections. Broadhaven then adjusted the implied enterprise value of Diamond Hill by the value of excess balance sheet assets, which it calculated based on Diamond Hill’s cash, net investments, net working capital relative to three months of annual operating expenses and declared but unpaid dividends, as reflected on Diamond Hill’s balance sheet as of September 30, 2025. Based on this analysis, Broadhaven derived a range of implied values per share of Diamond Hill common stock of $163 to $198, each rounded to the nearest $1, as compared to the six-month closing deal price present value of $171.86 per share and the nine-month closing deal price present value of $170.29 per share.

No company or transaction utilized in the precedent transaction analysis was identical to Diamond Hill or the merger. In evaluating the precedent transactions, Broadhaven made judgments and assumptions with regard to general business, economic and market conditions and other factors existing at the time of the precedent transactions, and other matters, as well as differences in financial, business and operating characteristics and other factors relevant to the target companies or businesses in the precedent transactions. Accordingly, an evaluation of the results of this analysis was not entirely mathematical. Rather, this analysis involved complex considerations and judgments regarding many factors that could affect the relative values of the target companies or businesses in the precedent transactions and the multiples derived from the precedent transactions. Mathematical analysis, such as determining the median, was not in itself a meaningful method of using precedent transaction data.

Discounted Cash Flow Analysis. Broadhaven performed a discounted cash flow analysis, which was designed to provide an implied value of a company by calculating the present value of: (a) the estimated future unlevered free cash flows during a given projection period and (b) the terminal value of such company at the end of such period. Broadhaven calculated a range of implied values of shares of Diamond Hill common stock as of December 31, 2025, based on estimates of future unlevered free cash flows that Diamond Hill was projected to generate for the fourth quarter of fiscal year 2025 through the third quarter of fiscal year 2030, which estimates were based on projections provided by the management of Diamond Hill and set forth in the Diamond Hill projections. For purposes of this analysis, unlevered free cash flows were calculated as Adjusted EBITDA minus estimated taxes, minus estimated capital expenditures, as provided by the management of Diamond Hill, minus the estimated changes in net working capital, as provided by the management of Diamond Hill.

Broadhaven calculated a range of implied terminal values of Diamond Hill by applying a selected range of EV to Adjusted EBITDA multiples of 4.5x to 7.5x, which range was selected based on Broadhaven’s professional judgment

and experience, to Diamond Hill’s estimated trailing twelve-month Adjusted EBITDA for the third quarter of 2030, as set forth in the Diamond Hill projections. The estimated unlevered free cash flows and the range of implied terminal values were then discounted to present value as of December 31, 2025, by applying discount rates ranging from 10% to 14%, which range was selected by Broadhaven based on Diamond Hill’s estimated cost of equity (estimated using the capital asset pricing model and size premium methodology and based on Broadhaven’s professional judgment and experience). To calculate the implied values per share of Diamond Hill common stock, Broadhaven then adjusted the implied enterprise value, derived from the present value of unlevered free cash flows and terminal value, by the value of excess balance sheet assets, which it calculated based on Diamond Hill’s cash, net investments, net working capital relative to three months of annual operating expenses and declared but unpaid dividends, as reflected on Diamond Hill’s balance sheet as of September 30, 2025, in each case, as of September 30, 2025, and as provided by the management of Diamond Hill. Based on this analysis, and using 12% as the midpoint of the range of discount rates, Broadhaven derived a range of implied values per share of Diamond Hill common stock of $165 to $208, rounded to the nearest $1, as compared to the six-month closing deal price present value of $171.86 per share and the nine-month closing deal price present value of $170.29 per share.

Broadhaven also calculated a second range of implied terminal values of Diamond Hill by applying a range of perpetuity growth rates of 0.0% to 2.0%, which range was selected based on Broadhaven’s professional judgment and experience, to Diamond Hill’s estimated trailing twelve-month unlevered free cash flow for the third quarter of 2030, based on the Diamond Hill projections. The estimated unlevered free cash flows and the range of implied terminal values were then discounted to present value as of December 31, 2025, by applying discount rates ranging from 10% to 14%. To calculate the implied values per share of Diamond Hill common stock, Broadhaven then adjusted the implied enterprise value, derived from the present value of unlevered free cash flows and terminal value, by the value of excess balance sheet assets, which it calculated based on Diamond Hill’s cash, net investments, net working capital relative to three months of annual operating expenses and declared but unpaid dividends, as reflected on Diamond Hill’s balance sheet as of September 30, 2025, in each case, as of September 30, 2025, and as provided by the management of Diamond Hill. Based on this analysis, and using 12% as the midpoint of the range of discount rates, Broadhaven derived a range of implied values per share of Diamond Hill common stock of $192 to $213, rounded to the nearest $1, as compared to the six-month closing deal price present value of $171.86 per share and the nine-month closing deal price present value of $170.29 per share.

Broadhaven performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Broadhaven considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Broadhaven believes that selecting any portion of its analyses without considering all analyses as a whole would create an incomplete view of the process underlying its analyses and opinion. In addition, Broadhaven may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Broadhaven’s view of the actual value of Diamond Hill. In performing its analyses, Broadhaven made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters. Many of these assumptions are beyond the control of Diamond Hill. Any estimates contained in Broadhaven’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Broadhaven conducted the analyses described above in connection with rendering its opinion to the Diamond Hill Board as to whether the merger consideration is fair to the holders of shares of Diamond Hill common stock (other than the excluded shares and dissenting shares) from a financial point of view as of the date of such opinion. These analyses do not purport to be appraisals or to reflect prices at which shares of Diamond Hill common stock might actually trade. The merger consideration was determined through arm’s-length negotiations between Diamond Hill and First Eagle and was approved by the Diamond Hill Board. Broadhaven acted as a financial advisor to Diamond Hill during these negotiations. Broadhaven did not, however, recommend any specific consideration to the Diamond Hill Board or that any specific consideration constituted the only appropriate consideration for the merger.

Broadhaven’s opinion and its presentation to the Diamond Hill Board were one of many factors considered by the Diamond Hill Board in its evaluation of the merger. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Diamond Hill Board with respect to the merger consideration or whether the Diamond Hill Board would have been willing to agree to different consideration.

Broadhaven acted as financial advisor to Diamond Hill in connection with the merger and Broadhaven or its affiliate has received or will receive the following fees for serving in this capacity: (a) approximately $7,000,000 upon the consummation of the merger (the “Broadhaven Transaction Fee”), and (b) $1,000,000 payable upon delivery by Broadhaven of its opinion to the Diamond Hill Board, which will be credited against the Broadhaven Transaction Fee. In addition to the fees described above, Diamond Hill has agreed to reimburse Broadhaven for its reasonable and documented out-of-pocket expenses incurred in connection with its services and to indemnify Broadhaven against certain liabilities and expenses related to or arising out of Broadhaven’s engagement.

In the two years prior to the date of its opinion, Broadhaven and its affiliates have not provided services to Diamond Hill or First Eagle for which compensation was received. In the two years prior to the date of its opinion, Broadhaven has provided financial advisory services to Cerity Partners LLC, a wealth management firm controlled by Genstar Capital LLC (an affiliate of First Eagle), for which it has received fees of approximately $2 million to $4 million. Broadhaven may seek to provide financial advisory and other services to Diamond Hill or First Eagle or their respective affiliates in the future and would expect to receive fees for rendering those services. Broadhaven does not own any direct debt, equity (including any Diamond Hill common stock), or credit derivatives or convertible instruments, in either Diamond Hill or First Eagle.

Diamond Hill’s management does not, as a matter of course, publicly disclose forecasts or internal projections as to future performance due to, among other things, the inherent difficulty of predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may not be realized. In connection with the merger, Diamond Hill management provided certain unaudited non-public financial projections regarding Diamond Hill to the Diamond Hill Board (referred to as the “Diamond Hill projections”). At the direction of the Diamond Hill Board, the Diamond Hill projections were also provided to, and approved for use and reliance by, Broadhaven for purposes of performing its financial analysis in connection with rendering its opinion to the Diamond Hill Board, subject to the assumptions and limitations described in its opinion (as more fully described above under “—Opinion of Financial Advisor to Diamond Hill”). A summary of the Diamond Hill projections is included below to give Diamond Hill shareholders access to certain information that was considered by the Diamond Hill Board for purposes of evaluating the merger. These projections are not, and should not be viewed as, public guidance or even targets.

The Diamond Hill projections, while presented with numerical specificity, were based on numerous variables and assumptions, including about future performance, that are inherently uncertain and many of which are beyond Diamond Hill’s control. The Diamond Hill projections reflect numerous estimates, assumptions and judgments made by Diamond Hill management, based on information available at the time the Diamond Hill projections were developed, with respect to industry performance and competition, general business, economic, regulatory, market and financial conditions, other future events and matters specific to Diamond Hill’s business, all of which are difficult to predict and many of which are beyond Diamond Hill’s control. There can be no assurances that the Diamond Hill projections accurately reflect future trends or accurately estimate Diamond Hill’s future financial and operating performance. The Diamond Hill projections also reflect assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and cause the Diamond Hill projections not to be achieved include, but are not limited to, risks and uncertainties relating to Diamond Hill’s business (including the ability to achieve strategic goals, objectives and targets over the applicable periods), industry performance, general business, economic and capital market conditions and other factors described in or referenced under the section titled “Cautionary Statement Regarding Forward-Looking Statements” and those risks and uncertainties detailed in Diamond Hill’s public filings with the SEC. Further, the Diamond Hill projections cover multiple years and by their nature become subject to greater uncertainty with each successive year. Accordingly, there can be no assurance that the Diamond Hill projections will be realized, and actual results may vary materially from those shown. Modeling and forecasting the future performance of any asset management company is a highly speculative endeavor. Since the Diamond Hill projections cover a long period of time, the Diamond Hill projections by their nature are unlikely to anticipate each circumstance that will have an effect on Diamond Hill’s products and services.

The Diamond Hill projections were not prepared with a view toward public disclosure and, accordingly, do not necessarily comply with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information, or U.S. generally accepted accounting principles (referred to as “GAAP”).

The Diamond Hill projections included in this proxy statement, including the financial projections set forth below under “—Diamond Hill Management Financial Projections,” are the responsibility of Diamond Hill’s management. KPMG LLP (referred to as “KPMG”), Diamond Hill’s independent registered public accounting firm, has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Diamond Hill projections and, accordingly, KPMG has not expressed an opinion or any other form of assurance with respect thereto. The KPMG report on Diamond Hill’s consolidated financial statements incorporated by reference from Diamond Hill’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, relates to Diamond Hill’s previously issued financial statements. It does not extend to the Diamond Hill projections and should not be read to do so.

The Diamond Hill projections are not being included in this proxy statement to influence any Diamond Hill shareholder’s decision as to whether or not to approve the merger agreement proposal or whether or not to seek appraisal rights with respect to shares of Diamond Hill common stock held by such shareholders. The summary of the Diamond Hill projections is being included in this proxy statement solely because these financial projections were made available to the Diamond Hill Board and Broadhaven.

The Diamond Hill projections do not take into account any circumstances or events occurring after the date they were prepared, including the announcement of the merger and merger-related expenses. The Diamond Hill projections also do not take into account the effect of any failure of the merger to close and should not be viewed as accurate or continuing in that context.

The inclusion of the Diamond Hill projections in this proxy statement should not be regarded as an indication that Diamond Hill, Broadhaven or any of their respective affiliates, advisors or representatives considered or consider the Diamond Hill projections to be predictive of actual future events, and the Diamond Hill projections should not be relied on as such. None of Diamond Hill, Broadhaven or any of their respective affiliates, advisors, officers, directors or representatives can give any assurance that actual results will not differ from these financial projections, and none of them undertakes any obligation to update or otherwise revise or reconcile the Diamond Hill Projections to reflect circumstances existing after the date such financial projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the Diamond Hill projections are shown to be in error or no longer appropriate. Diamond Hill does not intend to make publicly available any update or other revisions to the Diamond Hill projections, except as required by law. None of Diamond Hill, Broadhaven or any of their respective affiliates, advisors, officers, directors or representatives has made or makes any representation to any shareholder or other investor regarding the ultimate performance of Diamond Hill compared to the information contained in the Diamond Hill projections or that the projected results will be achieved.

Diamond Hill shareholders are cautioned not to place undue, if any, reliance on the Diamond Hill projections included in this proxy statement.

The Diamond Hill projections incorporate certain financial measures, which are not GAAP measures. Such financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. Diamond Hill’s calculations of these financial measures may differ from others in its industry and are not necessarily comparable with information presented under similar captions used by other companies. Financial measures provided to a financial advisor are excluded from the SEC’s definition of non-GAAP financial measures and, therefore, are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which may otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure to be presented. Reconciliations of these financial measures were not relied upon by Broadhaven for purposes of performing its financial analysis in connection with rendering its opinion to the Diamond Hill Board (as described in the section titled “—Opinion of Financial Advisor to Diamond Hill”) or by the Diamond Hill Board. Accordingly, a reconciliation of the financial measures included in the Diamond Hill projections is not provided.

Subject to the foregoing qualifications, the Diamond Hill projections are set forth below:

For additional information on Diamond Hill’s actual results and historical financial information, see the section titled “Where You Can Find More Information.”

In considering the recommendation of the Diamond Hill Board to approve the merger agreement proposal, Diamond Hill shareholders should be aware that Diamond Hill’s directors and executive officers have interests in the merger that may be different from, or in addition to, those of Diamond Hill shareholders generally. These interests include, among others, vesting of equity awards, potential severance payments and benefits under applicable employment agreements and rights to ongoing indemnification and insurance coverage. It is anticipated that, in addition to her continuing role as head of Diamond Hill, Ms. Brilliant will serve as Chief Operating Officer of First Eagle. In the latter capacity, Ms. Brilliant will work closely with First Eagle’s CEO to execute the firm’s strategy, both organic and inorganic. In addition, Ms. Brilliant will be responsible for First Eagle’s public markets operations and technology platform, merger integration and business optimization, and Human Resources. The Diamond Hill Board was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, in approving the merger agreement, and in recommending the approval of the merger agreement by the Diamond Hill shareholders. Diamond Hill shareholders should take these interests into account in deciding whether to vote “FOR” the merger agreement proposal. These interests are described below, and certain of them are quantified within the narrative disclosure. The merger will constitute a “change in control” for purposes of the compensation arrangements described below. The amounts presented in the following discussion do not reflect the impact of applicable withholding or other taxes. For purposes of this disclosure, Diamond Hill’s named executive officers as of fiscal year ended December 31, 2025 are as follows:

Diamond Hill does not have any executive officers who are not named executive officers.

For purposes of this disclosure, Diamond Hill’s non-employee directors are: Richard S. Cooley (Chair of the Diamond Hill Board), Gordon B. Fowler, Paula R. Meyer, Diane C. Nordin, Nicole R. St. Pierre and L’Quentus Thomas.

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in this section and the section of this proxy statement entitled “—Golden Parachute Compensation,” the actual amounts, if any, to be received by the non-employee directors and executive officers may materially differ from the amounts set forth below.

Effective as of the effective time, each Diamond Hill Restricted Share that is outstanding immediately prior to the effective time will fully vest and will be canceled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the merger consideration.

See the section entitled “—Quantification of Potential Payments and Benefits to Diamond Hill’s Named Executive Officers in Connection with the Merger” for the estimated value of unvested Diamond Hill equity awards held by Diamond Hill executive officers. Based on a per share price of Diamond Hill common stock of $175.00, the estimated aggregate amount that would be realized by the six non-employee directors in respect of their unvested Diamond Hill Restricted Shares that will vest upon completion of the merger is $810,250.

The ESPP will be frozen and suspended at the end of the “offering period” in progress as of December 10, 2025, and following December 10, 2025 until the effective time, no new offering periods will be commenced under the ESPP, no new participants will be permitted to commence participation in the ESPP, and no current participants will be permitted to effectuate changes to their elections or contributions to the ESPP. The ESPP will terminate contingent upon and prior to the effective time. The executive officers are participants in the ESPP.

Each of Ms. Heather Brilliant and Ms. Jo Ann Quinif is party to an employment agreement with Diamond Hill and DHCM. In connection with the execution of the merger agreement, each of Ms. Brilliant and Ms. Quinif also entered into a letter agreement with First Eagle, pursuant to which each of Ms. Brilliant and Ms. Quinif agreed, effective upon the closing, to additional severance equal to one year of their respective base salaries (in addition to their other contractual severance benefits), payable upon each executive officer’s termination of employment without “cause” or resignation for “good reason” (as each term is defined each officer’s respective employment agreement) (each, a “qualifying termination”) within the 12-month period following the closing, in exchange for an extension of the post-employment employee non-solicitation restrictions included in their existing employment agreements by one year relative to the existing durations (resulting in a post-employment non-solicitation period of two years), and expansion of the scope of the customer non-solicitation restrictions included in their existing employment agreements, in each case, effective solely in connection with a qualifying termination within the 12-month period following the closing (each such letter agreement, together with such executive officer’s employment agreement, an “Employment Agreement”). Neither Diamond Hill nor DHCM are a party to the letter agreements and Diamond Hill and DHCM are each only a party to the underlying employment agreements. Under each of their respective Employment Agreements, if Ms. Brilliant or Ms. Quinif incurs a qualifying termination within the six months prior to, or 24 months following, the closing, they will be eligible for the following payments and benefits, subject to the terms and conditions set forth in the Employment Agreements (including execution and non-revocation of a release of claims and compliance with any applicable restrictive covenants):

Each of Ms. Brilliant and Ms. Quinif is also subject to certain restrictive covenants as set forth in the Employment Agreements, including a confidentiality provision, non-disparagement restrictions and 12-month post-employment non-competition and non-solicitation covenants (or, solely in connection with a qualifying termination within the 12-month period following the closing, a 24-month post-employment period in the case of employee non-solicitation as provided for in the letter agreements as described above).

Diamond Hill is not a party to an employment agreement with Mr. Thomas Line. However, he is eligible to receive severance benefits pursuant to Diamond Hill’s severance practice upon a qualifying termination without cause or his resignation for good reason within 12 months following the closing, which provides for: (i) continuation of his base salary for three weeks per full year of service with Diamond Hill, (ii) payment of any annual cash incentive compensation earned in respect of the year immediately preceding termination, to the extent unpaid as of the termination date, (iii) a prorated payment of his annual cash incentive award for the year of termination, as determined by Diamond Hill and (iv) employer-subsidized COBRA coverage for 6 months, provided, that pursuant to the terms of the merger agreement, Diamond Hill may provide additional cash payment to cover COBRA costs beyond such 6-month period up to an aggregate cap of $500,000 on a discretionary basis, (in addition to accelerated vesting of his Diamond Hill Restricted Shares upon the closing). Such severance benefits are subject to his timely execution and nonrevocation of a separation agreement and release of claims in favor of Diamond Hill and its affiliates.

See the section entitled “—Quantification of Potential Payments and Benefits to Diamond Hill’s Named Executive Officers in Connection with the Merger” for the estimated amounts that each of the named executive officers would receive upon a qualifying termination following the merger.

Under the merger agreement, Diamond Hill may grant retention bonuses (not to exceed $8 million in the aggregate) to its employees (including its executive officers) that will become payable upon the closing, subject to the recipient’s continued employment through each applicable vesting date. As of the date of this proxy statement, Diamond Hill has not approved any retention bonuses to any executive officer.

Pursuant to the terms of the merger agreement, the non-employee directors and executive officers will be entitled to certain ongoing indemnification and insurance coverage for a period of six years following the consummation of the merger under the director’s and officer’s liability insurance policies of Diamond Hill. For additional information with respect to the indemnification and insurance coverage, see the section of this proxy statement entitled “—Directors’ and Officers’ Indemnification and Insurance.”

The information set forth below is required by Item 402(t) of Regulation S-K regarding compensation that is based on or otherwise relates to the merger that Diamond Hill’s named executive officers could receive in connection with the merger. For additional details regarding the terms of the payments and benefits described below, see the section of this proxy statement entitled “Interests of Diamond Hill’s Directors and Executive Officers in the Merger” above. Such amounts have been calculated based on the assumptions described above under “—Certain Assumptions” and assuming: (i) the golden parachute rules under Section 280G of the Internal Revenue Code of 1986, as amended (referred to as the “Code”), do not limit the payments to the named executive officers pursuant to any “best net” provision included in the applicable Employment Agreement, and (ii) each of the named executive officers has properly executed any required releases and complied with all requirements (including any applicable restrictive covenants) necessary to receive all payments and benefits. As described in more detail below, certain of the amounts shown in the following table are attributable solely to the letter agreements with Ms. Brilliant and Ms. Quinif, which are included in the “Advisory Vote on Named Executive Officer Merger-Related Compensation Arrangements (Proposal 2).”

The amounts shown in the table below are estimates of the payments and benefits (on a pre-tax basis) that each of Diamond Hill’s named executive officers would receive based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described above under “—Certain Assumptions” and in the footnotes to the following table, and do not reflect certain compensation actions that may occur before the closing. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the code assumptions described in the footnotes to the table below, the actual amounts, if any, to be received by Diamond Hill’s named executive officers may differ materially from the amounts set forth below.

The merger is not subject to a financing condition. As of the date of this proxy statement, First Eagle intends to fund the merger consideration with a combination of cash on hand and by drawing on all or a portion of one or more credit facilities existing under the Existing Credit Agreement, which as of the date of this proxy statement has unfunded commitments sufficient to fund the merger consideration and anticipated related expenses. Borrowings under the Existing Credit Agreement are subject to customary conditions. First Eagle is not obligated to finance the merger consideration with borrowings under the Existing Credit Agreement and may seek alternative sources of financing.

In connection with the merger, it is expected that amounts outstanding under the Diamond Hill Credit Agreement will be fully repaid and that all commitments thereunder will be terminated.

The merger is subject to the requirements of the HSR Act, which prevents Diamond Hill and First Eagle from completing the merger until a Notification and Report Form is filed on behalf of each of Diamond Hill and First Eagle with the Antitrust Division of the DOJ and the FTC and the HSR Act waiting period is terminated or expires, and no judgement, injunction, order or decree of a governmental authority shall have been entered and continue to be in effect. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filings of their respective HSR Act notification forms or the early termination of that waiting period. Before the expiration of the initial waiting period, the Antitrust Division of the DOJ or the FTC may issue a Second Request. If a Second Request is issued, the parties may not complete the merger until they have observed an additional 30-day waiting period, which would begin to run only after both parties have substantially complied with the Second Request, unless the waiting period is terminated earlier, or the parties commit not to close for some additional period of time. Diamond Hill and First Eagle each submitted the requisite Notification and Report forms under the HSR Act on January 16, 2026, and the initial waiting period is set to expire on February 17, 2026, at 11:59 p.m.

Eastern Time, unless a Second Request for additional information is issued, it is terminated earlier, or if Diamond Hill and First Eagle commit not to close for some additional period of time.

For more information about regulatory approvals relating to the merger, see the section titled “The Merger Agreement—Conditions to the Merger.”

Although the parties expect that the required regulatory clearance will be obtained, the parties cannot assure you that regulatory clearance will be timely obtained or obtained at all or that the granting of regulatory clearance will not involve the imposition of additional conditions on the completion of the merger, including the requirement to divest assets, create or modify contractual rights or obligations or enter into supply or services agreements. Any such additional conditions could result in the conditions to the merger not being satisfied.

Any shares of Diamond Hill common stock that are held by a holder of record who is entitled to demand and properly demands payment of the “fair cash value” of such shares of Diamond Hill common stock as a dissenting shareholder pursuant to, and who complies in all respects with, the provisions of Section 1701.85 of the OGCL, will not be converted into the right to receive the merger consideration, but will instead at the effective time become entitled to receive the “fair cash value” of such dissenting shares in accordance with the provisions of Section 1701.85 of the OGCL and, from the time such dissenting shareholder makes his, her or its demand until either the termination of the rights and obligations arising from it or the purchase of the dissenting shares by Diamond Hill, all other rights arising from such shares, including voting and dividend or distribution rights, are suspended, and such holder of record will cease to have any other rights with respect to such shares of Diamond Hill common stock, except as set forth in the merger agreement and the OGCL. Specifically, to make a proper demand as a dissenting shareholder, a Diamond Hill shareholder must deliver to Diamond Hill a written demand for payment of the “fair cash value” of shares of Diamond Hill common stock held by such Diamond Hill shareholder before the vote on the merger agreement proposal is taken, the Diamond Hill shareholder must not vote in favor of the merger agreement proposal, and the Diamond Hill shareholder must otherwise comply with Section 1701.85 of the OGCL.

If any holder of record fails to perfect or otherwise waives, withdraws or loses the right to proceed under Section 1701.85 of the OGCL or a court of competent jurisdiction determines that such holder of record is not entitled to the relief provided by Section 1701.85 of the OGCL, or such holder, with the consent of Diamond Hill if required, waives or withdraws the demand for the “fair cash value” of such holder’s shares of Diamond Hill common stock, then the right of such holder of record to be paid the “fair cash value” of such holder of record’s dissenting shares will be deemed to have been converted at the effective time (or at the time such dissenters’ rights are terminated if such termination occurs after the effective time) into, and will have become, the right to receive the merger consideration, without interest thereon. Diamond Hill must give First Eagle prompt notice of any demands for the “fair cash value” of shares of Diamond Hill common stock, attempted withdrawals of such demands and any other instruments delivered to Diamond Hill pursuant to the OGCL with respect to a demand for the “fair cash value” of shares of Diamond Hill common stock, and will provide First Eagle an opportunity to participate in and direct all negotiations and proceedings with respect to any demands for appraisal under the OGCL. Diamond Hill may not, except with the prior written consent of First Eagle, and prior to the effective time, First Eagle may not, except with the prior written consent of Diamond Hill, make any payment with respect to any demands for appraisal or compromise, settle or offer to compromise or settle any rights of Diamond Hill with respect to any such demands for payment in respect of dissenting shares.

The text of Sections 1701.84 and 1701.85 of the OGCL is attached as Annex D to this proxy statement. You are encouraged to read these provisions carefully and in their entirety. Due to the complexity of the procedures for exercising appraisal rights, Diamond Hill shareholders who are considering exercising such rights are encouraged to seek the advice of legal counsel and their financial advisors. Failure to strictly comply with these provisions may result in the loss of appraisal rights.

The following describes the material provisions of the merger agreement, which is attached as Annex A to this proxy statement and is incorporated by reference herein. The summary of the material provisions of the merger agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. Diamond Hill encourages you to read carefully the merger agreement in its entirety before making any decisions regarding the merger as it is the legal document governing the merger.

The merger agreement and this summary of its terms have been included to provide you with information regarding the terms of the merger agreement. Diamond Hill is responsible for considering whether additional disclosure of material information is required to make the statements in this proxy statement not misleading. Factual disclosures about Diamond Hill contained in this proxy statement or Diamond Hill’s public reports filed with the SEC may supplement, update or modify the factual disclosures about Diamond Hill contained in the merger agreement and described in this summary. The representations, warranties and covenants made in the merger agreement by First Eagle, Merger Sub and Diamond Hill are qualified and subject to important limitations agreed to by the parties to the merger agreement in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were made solely for the benefit of the parties to the merger agreement, and were negotiated with the principal purpose of allocating risk between the parties to the merger agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality that may be different from that generally relevant to shareholders or applicable to reports and documents filed with the SEC, and in some cases are qualified by confidential disclosures that were made by each party to the other, which disclosures are not publicly disclosed. The representations and warranties in the merger agreement will not survive the completion of the merger.

Diamond Hill shareholders should not rely on representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of First Eagle, Merger Sub, Diamond Hill or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the merger agreement. For the foregoing reasons, the representations, warranties and covenants or any descriptions of those provisions should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference into this proxy statement. See the section titled “Where You Can Find More Information.”

The merger agreement provides, upon the terms and subject to the conditions set forth therein and in accordance with Ohio law, for Merger Sub to merge with and into Diamond Hill, with Diamond Hill continuing as the surviving corporation and a wholly owned subsidiary of First Eagle.

Unless another place or time is mutually agreed to in writing by First Eagle and Diamond Hill, the closing of the merger will occur no later than three business days after the satisfaction or, to the extent permissible, waiver of the last of the conditions set forth in the merger agreement (other than those conditions that by their nature are to be satisfied at the closing of the merger, but subject to the satisfaction or, to the extent permissible, waiver of such conditions at the closing).

At the effective time, each share of Diamond Hill common stock issued and outstanding immediately prior to the effective time, including Diamond Hill Restricted Shares (other than excluded shares and dissenting shares), will be converted into the right to receive the merger consideration of $175.00 in cash, without interest and subject to deduction for any required withholding tax. At the effective time, all such shares will no longer be outstanding and will automatically be canceled and retired and will cease to exist, and thereafter will represent only the right to receive the merger consideration, without interest and subject to deduction for any required withholding tax.

Each share of Diamond Hill common stock held by First Eagle, Merger Sub, any other subsidiary of First Eagle, or any subsidiary of Diamond Hill immediately prior to the effective time will be converted into such number of common shares of the surviving corporation such that each such person owns the same percentage of the outstanding capital stock in the surviving corporation immediately following the effective time as such person owned in Diamond Hill immediately prior to the effective time.

Each common share of Merger Sub outstanding immediately prior to the effective time will be converted into and become one common share of the surviving corporation and, except as described above under “—Shares Held by First Eagle and its Subsidiaries, Merger Sub or Diamond Hill Subsidiaries,” will constitute the only outstanding shares of capital stock of the surviving corporation.

At the effective time, each Diamond Hill preferred share outstanding immediately prior to the effective time will automatically be canceled and retired for no consideration and will cease to exist. As of the date of this proxy statement, there are no Diamond Hill preferred shares outstanding.

Effective as of the effective time, each Diamond Hill Restricted Share that is outstanding immediately prior to the effective time will fully vest and will be canceled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the merger consideration.

Shares of Diamond Hill common stock that are issued and outstanding immediately prior to the effective time and held by a Diamond Hill shareholder who is entitled to demand and who: (i) did not vote in favor of the merger agreement proposal or consent in writing thereto and (ii) properly and validly demanded their statutory rights of appraisal in respect of such shares of Diamond Hill common stock in accordance with Sections 1701.84 and 1701.85 of the OGCL, will not be converted into, or represent the right to receive, the merger consideration unless such holder fails to perfect or otherwise effectively withdraws or loses the right to appraisal. Instead, such dissenting shareholder will be entitled to receive payment of the appraised value of such shares of Diamond Hill common stock in accordance with 1701.85 of the OGCL.

If any dissenting shareholder fails to perfect or otherwise effectively withdraws or loses their rights to appraisal, such shares of Diamond Hill common stock will thereupon be deemed to have been automatically, and without further action by any person, converted into, and will represent, as of the effective time, solely the right to receive the merger consideration, without interest thereon. However, in no event will the exercise by one or more of Diamond Hill’s shareholders of demands for appraisal give rise to a right to either terminate the merger agreement or refuse to consummate the merger. For more information regarding appraisal rights, see the section titled “Appraisal Rights of Diamond Hill Shareholders.” In addition, a copy of 1701.84 and 1701.85 of the OGCL is attached as Annex D to this proxy statement.

At the effective time, the articles of incorporation of the surviving corporation, as in effect immediately prior to the closing, will be amended and restated in their entirety as set forth in Exhibit B to the merger agreement and, as so amended and restated, will be the articles of incorporation of the surviving corporation.

The code of regulations of Merger Sub, as in effect at the effective time, will be the code of regulations of the surviving corporation. As used herein, the “effective time” of the merger means the time at which the certificate of merger with respect to the merger is duly filed with the Secretary of State of the State of Ohio or at such later time as First Eagle, Diamond Hill and Merger Sub may agree and specify in such certificate of merger in accordance with the applicable provisions of the OGCL.

From and after the effective time, until their successors are duly elected or appointed and qualified in accordance with applicable law, (a) the directors of Merger Sub at the effective time will be the directors of the surviving corporation and (b) the officers of Merger Sub at the effective time will be the officers of the surviving corporation.

As promptly as practicable after the effective time (but no later than three business days thereafter), First Eagle will send, or will cause the paying agent to send, to each Diamond Hill shareholder at the effective time a letter of transmittal and instructions. No interest will be paid or will accrue on the merger consideration payable upon surrender of any such shares of Diamond Hill common stock.

If any portion of the merger consideration is to be paid to a person other than the person in whose name the surrendered certificate or the transferred uncertificated share of Diamond Hill common stock is registered, it will be a condition to such payment that: (a) either such certificate be properly endorsed or otherwise be in proper form for transfer or such uncertificated share be properly transferred and (b) the person requesting such payment will pay to the paying agent any transfer or other taxes required as a result of such payment or establish to the satisfaction of the paying agent that such tax has been paid or is not payable.

In the event that a certificate representing shares of Diamond Hill common stock is lost, stolen or destroyed, the previous holder of such lost, stolen or destroyed certificate may obtain the merger consideration by: (a) making an affidavit (and bond, if required) regarding the loss, theft or destruction of such lost, stolen or destroyed certificate and (b) if required by the surviving corporation, agreeing to indemnify the surviving corporation against any claim that may be made with respect to such lost, stolen or destroyed certificate (including, if required by the surviving corporation, the posting by such person of a bond, in such reasonable amount as the surviving corporation may direct).

From and after the effective time, all holders of certificates representing shares of Diamond Hill common stock and uncertificated shares will cease to have any rights as Diamond Hill shareholders other than the right to receive the merger consideration upon the surrender of such shares, without interest and subject to deduction for any required withholding tax. From and after the effective time, the share transfer books of Diamond Hill will be closed and there will be no further registration of transfers of Diamond Hill common stock.

None of First Eagle, the surviving corporation or the paying agent will be liable to any holder of Diamond Hill common stock with respect to any portion of the merger consideration delivered to a governmental authority pursuant to any applicable abandoned property, escheat or similar applicable law.

Any portion of the merger consideration made available to the paying agent (and any interest or other income earned thereon) that remains unclaimed by the holders of Diamond Hill common stock 12 months after the effective time will be returned to First Eagle, and such Diamond Hill shareholders must thereafter look only to First Eagle for payment of the merger consideration without interest thereon. Further, any portion of the merger consideration that remains undistributed to holders of certificates representing shares of Diamond Hill common stock and uncertificated shares immediately prior to the date on which the merger consideration would otherwise escheat to or become the property of any governmental authority will, to the extent permitted by applicable law, become the property of First Eagle, free and clear of all claims or interest of any person previously entitled thereto.

First Eagle, Diamond Hill, the surviving corporation, the paying agent and any of their respective affiliates or agents will be entitled to deduct and withhold from any amounts otherwise payable pursuant to the merger agreement such amounts as are required to be deducted or withheld under the Code or any other applicable law in respect of taxes. Any amounts so deducted or withheld will, to the extent paid over to the appropriate taxing authority, be treated for all purposes of the merger agreement as having been paid to the person in respect of which such deduction or withholding was made.

The merger agreement contains customary representations and warranties of the parties. These include representations and warranties of Diamond Hill with respect to:

The merger agreement also contains customary representations and warranties of First Eagle and Merger Sub, including among other things:

The representations and warranties in the merger agreement do not survive the closing or termination of the merger agreement.

Certain of the representations and warranties made by the parties are qualified as to “knowledge,” “materiality” or “material adverse effect,” each as defined in the merger agreement and described below.

A “material adverse effect” with respect to Diamond Hill means any change, effect, development, circumstance, condition, fact, state of facts, event or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the: (a) condition (financial or otherwise), assets, liabilities, business, properties or results of operations of Diamond Hill and its subsidiaries, taken as a whole, or (b) the ability of Diamond Hill to consummate the merger prior to the end date, but excluding any change, effect, development, circumstance, condition, fact, state of facts, event or occurrence to the extent resulting from or arising in connection with:

A “material adverse effect” with respect to First Eagle means any change, effect, development, circumstance, condition, fact, state of facts, event or occurrence that, individually or in the aggregate, would reasonably be expected to prevent, materially impair or materially delay the ability of First Eagle or Merger Sub to perform its material obligations under the merger agreement or prevent, materially impair or materially delay the consummation of the merger or the other transactions contemplated by the merger agreement prior to the end date.

The merger agreement provides for certain restrictions on Diamond Hill’s and its subsidiaries’ activities until the effective time. In general, except as expressly required or contemplated by the merger agreement, as required by applicable law or with the prior written consent of First Eagle (which may not be unreasonably withheld, conditioned or delayed), subject to specified exceptions set forth in the merger agreement and the confidential schedules thereto, Diamond Hill is required to (and to cause each of its subsidiaries to) use reasonable best efforts to: (a) conduct its business in all material respects in accordance with applicable law and in the ordinary course of business, and (b) preserve intact in all material respects its current business operations, organization, ongoing businesses, license, permits and material business relationships with third parties, including vendors, suppliers, customers, partners and governmental authorities and maintain in full force and effect its insurance policies (including, for the avoidance of doubt, paying all premiums thereon and renewing or replacing such insurance policies on or prior to their expiration), in each case, consistent with past practice or customs in the industries in which Diamond Hill and its subsidiaries conduct business.

In addition, except as expressly required or contemplated by the merger agreement, as required by applicable law or with the prior written consent of First Eagle (which may not be unreasonably withheld, conditioned or delayed), subject to specified exceptions set forth in the merger agreement and the confidential schedules thereto, Diamond Hill must not and must cause each of its subsidiaries not to:

The merger agreement also provides for certain restrictions on First Eagle’s activities until the earlier of the effective time and the termination of the merger agreement. In general, First Eagle must not and must cause its subsidiaries not to take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of First Eagle and Merger Sub to consummate the merger or the other transactions contemplated by the merger agreement, including the financing thereof.

As promptly as practicable after the date of the merger agreement, Diamond Hill must prepare (with the assistance and cooperation of First Eagle as reasonably requested by Diamond Hill) and file or cause to be filed with the SEC this

proxy statement; however, (a) Diamond Hill was not be required to file the proxy statement with the SEC prior to the no-shop period start date (or, if any persons remain excluded parties on the no-shop period start date, until the cut-off date (as defined below) with respect to the last such person). Diamond Hill must use reasonable best efforts to file the proxy statement with the SEC on or before the date that is five business days after the latest cut-off date or as soon as reasonably practicable thereafter. First Eagle and Diamond Hill must also cooperate in connection with the preparation of this proxy statement and in furnishing information required in connection with this proxy statement and must use their respective reasonable best efforts to have this proxy statement cleared by the SEC as promptly as reasonably practicable after filing.

Diamond Hill must, after reasonable consultation with First Eagle, take all actions necessary in accordance with Diamond Hill’s articles of incorporation and code of regulations, the OGCL, and applicable Nasdaq requirements to, as soon as reasonably practicable (and in any event within five business days) following the earlier of the date the SEC advises that it has no further comments on this proxy statement or that Diamond Hill may commence mailing this proxy statement, (i) establish a record date for (and Diamond Hill will not change such record date without the prior written consent (not to be unreasonably withheld, conditioned or delayed) of First Eagle, (ii) duly call and give notice of, and (iii) commence mailing of this proxy statement to holders of shares of Diamond Hill common stock as of the record date established for, a meeting of such holders to take place within 40 days following the first mailing of this proxy statement to Diamond Hill’s shareholders, for the purpose of submitting the merger agreement proposal to its shareholders for approval. The special meeting constitutes that required meeting of the Diamond Hill shareholders.

Subject to the ability of the Diamond Hill Board to make an adverse recommendation change (as defined below) or the valid termination of the merger agreement, the Diamond Hill Board is required to recommend that the holders of the Diamond Hill common stock adopt the merger agreement, and Diamond Hill is required to include that recommendation in this proxy statement and use reasonable best efforts to solicit proxies in favor of approval of the merger agreement proposal, and obtain from the Diamond Hill shareholders the approval of the merger agreement proposal, and such obligations will not be affected by the existence of an alternative acquisition proposal.

Under the terms of the merger agreement, Diamond Hill may, after reasonable consultation with First Eagle (and in certain circumstances, upon the written request of First Eagle, must), adjourn or postpone the special meeting to a later date: (a) with the consent of First Eagle, or (b) to the extent the Diamond Hill Board believes in good faith (after consultation with outside legal counsel) that such adjournment or postponement is reasonably necessary (i) to ensure that any required supplement or amendment to the proxy statement that is provided to the holders of Diamond Hill common stock within a reasonable amount of time in advance of the special meeting, (ii) due to applicable law (including fiduciary duties) or request from the SEC, (iii) to allow reasonable additional time to solicit additional proxies necessary to obtain the approval of the merger agreement proposal by Diamond Hill’s shareholders, or (iv) to ensure that there are sufficient shares of Diamond Hill common stock represented and voting to constitute a quorum necessary to conduct the business of the special meeting. However, Diamond Hill may not postpone or adjourn the special meeting more than two times without First Eagle’s prior written consent (not to be unreasonably withheld, conditioned or delayed) and such postponement or adjournment will not exceed ten or 15 business days, depending on the circumstances, without First Eagle’s prior written consent (not to be unreasonably withheld, conditioned or delayed).

Diamond Hill agreed to keep First Eagle reasonably informed regarding its solicitation efforts and voting results following the dissemination of this proxy statement to Diamond Hill’s shareholders.

Until the no-shop period start date, Diamond Hill, its affiliates and their respective representatives had the right to, solely with respect to any person that is not a no-shop party, directly or indirectly:

Diamond Hill was obligated to promptly (and in any event within 24 hours) following the no-shop period start date provide First Eagle a list of excluded parties, including the identity of each excluded party and a copy of any acquisition proposal and any related documents (provided that with respect to any financing commitment letters, any fee amounts, pricing terms and other commercially sensitive terms included in any fee letters that are customarily redacted may be redacted) submitted by such person and the basis on which the Diamond Hill Board made the determination that such excluded party is an excluded party. As of January 14, 2026, there were no excluded parties.

For purposes of the merger agreement, an “excluded party” means any third party or group of third parties identified as an excluded party in writing by Diamond Hill to First Eagle on or prior to the no-shop period start date: (i) who is not a no-shop party, (ii) from whom Diamond Hill or any of its representatives has received a written bona fide acquisition proposal after the execution of the merger agreement and prior to the no-shop period start date, and (iii) which acquisition proposal the Diamond Hill Board has determined in good faith (after consultation with its financial advisors and outside legal counsel) constitutes, or would reasonably be expected to result in or constitute, a superior proposal (as defined below under the section “The Merger Agreement—No Solicitation of Other Offers by Diamond Hill”); provided that a third party or group of third parties will immediately cease to be an excluded party upon the earlier to occur of the following (a) such acquisition proposal made by such third party or group of third parties is withdrawn by written notice to Diamond Hill, (b) such acquisition proposal, in the good faith determination of the Diamond Hill Board, after consultation with its financial advisors and outside legal counsel, no longer is, or would no longer be reasonably expected to result in or constitute, a superior proposal, and (c) 11:59 p.m. (New York City time) on January 19, 2026 (the earlier date to occur of the foregoing (a) - (c) with respect to such excluded party, the “cut-off date”).

Except as may have related to any excluded party (only for so long as such third party or group was an excluded party) or as expressly permitted by ‎the merger agreement, (A) from and following the execution of the merger agreement, with respect to any no-shop party, and (B) from and following the no-shop period start date, with respect to any other third party, its affiliates and its representatives, Diamond Hill agreed to, and agreed to cause its subsidiaries and their respective officers and directors to, and must instruct and use reasonable best efforts to cause their respective other representatives to:

Notwithstanding the commencement of Diamond Hill’s obligations following the no-shop period start date under ‎the merger agreement, Diamond Hill and its representatives were permitted to engage in the activities described in this section with respect to any excluded party (but only for so long as such third party or group was an excluded party) following the no-shop period start date and prior to the cut-off date for such excluded party, including with respect to any amended acquisition proposal submitted by such excluded party following the no-shop period start date and prior to the cut-off date for such excluded party.

If Diamond Hill had terminated the merger agreement with respect to a superior proposal prior to the applicable cut-off date for an excluded party to enter into a written definitive agreement with such excluded party, the termination fee payable to First Eagle would have been $9,000,000.

Except as expressly permitted in the merger agreement, and except for actions expressly permitted as they may relate to any excluded party and its representatives until the cut-off date for such excluded party, Diamond Hill has agreed that, from the no-shop period start date until the earlier to occur of the valid termination of the merger agreement and the effective time, Diamond Hill will not, and will cause its subsidiaries and its and their respective officers and directors not to, and will instruct and use reasonable best efforts to cause its and their respective other representatives not to, directly or indirectly:

From the date of the merger agreement until the effective time or, if earlier, the valid termination of the merger agreement, Diamond Hill has agreed that it will not, and will cause its subsidiaries not to, terminate, amend, modify or waive any standstill or similar agreement to which Diamond Hill or any of its subsidiaries is a party that remains in effect following the execution of the merger agreement, unless the Diamond Hill Board or any duly authorized committee thereof has determined in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable law and such waiver is limited to the extent necessary to allow such person to make a confidential acquisition proposal to the Diamond Hill Board that constitutes or would reasonably be expected to result in a superior proposal.

Except as expressly permitted in the merger agreement, until the earlier to occur of the valid termination of the merger agreement and the effective time, neither the Diamond Hill Board nor any committee thereof shall: (i) withdraw, rescind or withhold (or qualify, amend or modify in a manner adverse to First Eagle or Merger Sub), or publicly propose or announce its intention to do the same, the Diamond Hill Board’s recommendation that Diamond Hill shareholders vote to adopt the merger agreement, or fail to include such recommendation in this proxy statement, (ii) other than with respect to a tender offer or exchange offer, within ten business days of First Eagle’s written request (or if the special meeting is to be held within five business days, then within two business days after First Eagle so requests and, in any event, prior to the special meeting), fail to issue a press release publicly affirming the Diamond Hill Board’s recommendation, make or reaffirm such recommendation following the date any acquisition proposal or any material modification thereto is first published or broadly sent or given to the Diamond Hill shareholders (provided that First Eagle will be entitled to make such a written request for a press release or other reaffirmation only once for each acquisition proposal and for each material modification to such acquisition proposal), (iii) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against, or make any recommendation in support of, any acquisition proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange

Act within 10 business days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer (or any subsequent amendment thereto) or (iv) publicly resolve, endorse, recommend, commit, agree or propose or authorize any of the foregoing (any of the foregoing in clauses (i) through (iv) referred to as an “adverse recommendation change”).

Notwithstanding the prohibitions described above, if prior to the Diamond Hill shareholders adopting the merger agreement, Diamond Hill receives a bona fide written acquisition proposal on or after the date of the merger agreement that did not result from a breach in any material respect of Diamond Hill’s non-solicitation obligations and the Diamond Hill Board determines in good faith, after consultation with its outside legal counsel and financial advisor, constitutes or would reasonably be expected to lead to a superior proposal (as defined below), Diamond Hill may engage in negotiations or discussions with such third party and its representatives and furnish to such third party or its representatives nonpublic information relating to Diamond Hill or any of its subsidiaries and afford access to the business, properties, assets, books or records and personnel of Diamond Hill or any of its subsidiaries pursuant to a confidentiality agreement with such third party that contains terms that are no less favorable in the aggregate to Diamond Hill than those contained in the confidentiality agreement between DHCM and First Eagle, provided that Diamond Hill also provides First Eagle or its representatives the same such nonpublic information (to the extent not previously provided to First Eagle) substantially contemporaneously with (and in any event within 24 hours of) providing it to the third party and, unless otherwise requested by First Eagle, in the same manner so provided to such third party.

Following the no-shop period start date and prior to the earlier of the valid termination of the merger agreement and the effective time, Diamond Hill is obligated to notify First Eagle promptly (and in any event within 24 hours) of any receipt, after such time, by Diamond Hill of any acquisition proposal (including any offer, inquiry, proposal or indication of interest that constitutes or would reasonably be expected to lead to, result in or constitute an acquisition proposal) or any amendment or modification to the material terms of any acquisition proposal from a third party who is not an excluded party. The notice must include, to the extent then known to Diamond Hill, the identity of the person making such acquisition proposal and the material terms and conditions thereof, along with unredacted copies of all material proposed transaction agreements and other material documents provided in connection therewith (however, with respect to financing commitment letters, any fee amounts, pricing terms and other commercially sensitive terms included in any fee letters that are customarily redacted may be redacted). Diamond Hill must also notify First Eagle promptly (and in any event within 24 hours) of any request for nonpublic information relating to Diamond Hill or any of its subsidiaries or for access to the business, properties, assets, books or records or personnel of Diamond Hill or any of its subsidiaries by any third party that has notified Diamond Hill that it is considering making, or has made, an acquisition proposal or any offer, inquiry, proposal or indication of interest that constitutes, or would reasonably be expected to lead to, result in or constitute an acquisition proposal.

Without limiting the foregoing, Diamond Hill must keep First Eagle reasonably informed on a reasonably current basis (but in no event less often than once every 24 hours) of any changes to the status and material terms and conditions (along with unredacted copies of all material proposed transaction agreements and other material documents (including any related financing commitment letters, provided that any fee amounts, pricing terms and other commercially sensitive terms included in any fee letters that are customarily redacted may be redacted) provided in connection therewith) of such acquisition proposal from a third party who is not an excluded party (or any offer, inquiry, proposal or indication of interest that constitutes, or would reasonably be expected to lead to, result in or constitute an acquisition proposal).

An “acquisition proposal” for purposes of the merger agreement means any third party offer or proposal relating to, in a single transaction or series of related transactions, directly or indirectly:

A “superior proposal” for purposes of the merger agreement means a bona fide, written acquisition proposal (but substituting “more than 50%” for all references to “20% or more” in the definition of such term) made after the date of the merger agreement that the Diamond Hill Board determines in good faith, after consultation with its outside legal counsel and financial advisor, is more favorable from a financial point of view to Diamond Hill shareholders (solely in their capacity as such) than the merger, in each case, after taking into consideration:

The merger agreement requires the Diamond Hill Board to recommend that the Diamond Hill shareholders vote to adopt the merger agreement and not make an adverse recommendation change as described above. Notwithstanding the foregoing, prior to the Diamond Hill shareholders adopting the merger agreement, subject to certain requirements:

Prior to making an adverse recommendation change for any reason set forth above, Diamond Hill must provide First Eagle four business days’ prior written notice advising First Eagle that it intends to make an adverse recommendation change or terminate the merger agreement. The notice must specify, in reasonable detail, the reasons for the adverse recommendation change, and the facts and circumstances relating to the intervening event (as defined below), or in the case of a superior proposal, the identity of the person or group making such proposal, the terms and conditions of the proposal (including the consideration offered therein) and attach an unredacted copy of all proposed agreements (including a true and complete copy of any proposed definitive agreement for such superior proposal, if any) and an unredacted copy of all other documents and information described above under “—No Solicitation of Other Offers by Diamond Hill” for any adverse recommendation change due to a superior proposal.

In each case, Diamond Hill must, and must cause its representatives to, negotiate with First Eagle in good faith (to the extent First Eagle wishes to negotiate) during such four business day period any proposal by First Eagle to amend the merger agreement in a manner that would eliminate the need for the Diamond Hill Board to make an adverse recommendation change. The Diamond Hill Board must make all of the required determinations regarding its fiduciary duties again at the end of such four business day period (after considering in good faith the amendments to the merger agreement proposed by First Eagle) and may only make its adverse recommendation change if it determines in good faith at the end of such four business day period that the failure of the Diamond Hill Board to make such adverse recommendation change would be inconsistent with its fiduciary duties under applicable law, and, in the case of

superior proposal, that such acquisition proposal continues to constitute a superior proposal. With respect to any adverse recommendation change in response to a superior proposal, if there is any change to any of the financial terms (including any revision to the form, amount or timing of payment of consideration proposed to be received by Diamond Hill shareholders as a result of such superior proposal) or any other material terms of the then-existing superior proposal, Diamond Hill must again comply with the obligations described in this paragraph, except that references to the applicable four business day period will be replaced with two business days (however, such new notice shall in no event shorten the original four business day notice period).

An “intervening event” for purposes of the merger agreement is any material event, fact, circumstance, development or occurrence that:

In addition, nothing in the merger agreement prohibits Diamond Hill or the Diamond Hill Board from: (a) taking and disclosing to Diamond Hill’s shareholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to shareholders in connection with the making or amendment of a tender offer or exchange offer) or from making any legally required disclosure to shareholders with regard to the transactions contemplated by the merger agreement or any acquisition inquiry or acquisition proposal (provided that neither Diamond Hill nor the Diamond Hill Board may make an adverse recommendation change unless permitted by the merger agreement), (b) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act, or (c) with respect to any person or group and their respective representatives who has made an acquisition inquiry or an acquisition proposal that was not solicited in breach in any material respect of the merger agreement, contacting and engaging in discussions with such person or group solely for the purpose of clarifying the terms and conditions thereof or informing such third party of the non-solicitation restrictions imposed by the merger agreement.

Under the merger agreement, First Eagle and Diamond Hill are required to use reasonable best efforts to take, or cause to be taken (including by causing their affiliates to take), all actions (including instituting or defending any legal proceeding), and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the transactions contemplated by the merger agreement as soon as reasonably practicable (and in any event, prior to the end date), including:

In furtherance and not in limitation of the obligations described in the previous paragraph, the merger agreement requires Diamond Hill and First Eagle to (and First Eagle to cause GC Ferry Parent, L.P., as its “Ultimate Parent Entity”

as defined in the HSR Act (“Parent Holdco”), and its other affiliates to make (a) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by the merger agreement with the Antitrust Division of the DOJ and the FTC as promptly as reasonably practicable and in any event within 25 business days after the date of the merger agreement (and such filings shall request early termination of any applicable waiting period under the HSR Act), which filing was made on behalf of the parties on January 16, 2026 (and the waiting period is set to expire on February 17, 2026 at 11:59 p.m. Eastern Time, unless it is extended by request for additional information or terminated earlier or if Diamond Hill pull and refiles, and (b) any other required filings pursuant to applicable laws as promptly as practicable after the date of the merger agreement. To facilitate these filings, each of Diamond Hill and First Eagle are required to (and First Eagle must cause Parent Holdco and its other affiliates to) furnish to the other party as promptly as practicable all information within its (or Parent Holdco’s or its other affiliates’) control reasonably requested by such other party and required for such other party to make any application or other filing to be made by it pursuant to any applicable law in connection with the transactions contemplated by the merger agreement. The merger agreement also requires First Eagle and Diamond Hill to respond as promptly as practicable to any inquiries received from any governmental authority for additional information or documentary material that may be requested pursuant to the HSR Act or any other applicable laws and use reasonable best efforts to promptly take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and, if applicable, any other applicable laws as promptly as practicable.

None of First Eagle, Merger Sub or their respective affiliates will “pull-and-refile” pursuant to 16 C.F.R. 803.12 or otherwise withdraw any filing under the HSR Act or any other applicable law (including any competition law), as the case may be, unless Diamond Hill has consented in writing in advance to such withdrawal (such consent not to be unreasonably withheld, conditioned or delayed), and none of First Eagle, Merger Sub, Parent Holdco or any of their respective affiliates shall extend any waiting period under the HSR Act or enter into any timing agreement or any other agreement with any governmental authority to intentionally delay or not to consummate the transactions contemplated by the merger agreement, except with the prior written consent of Diamond Hill.

Each of First Eagle and Diamond Hill agreed to use reasonable best efforts to take, or cause to be taken (including by causing their affiliates and, in the case of First Eagle, Parent Holdco to take), all actions necessary to resolve any objections asserted or legal proceedings instituted by any governmental authority or third party challenging any of the transactions contemplated by the merger agreement as promptly as practicable and obtain any needed authorization, consent or approval of a governmental authority or to avoid or eliminate any impediments under the HSR Act, any such other competition law or other applicable law so as to enable the consummation of the transactions under the merger agreement no later than the end date, including:

Prior to the earlier of the expiration of any waiting period or obtaining of any approval from any governmental authority applicable to the transactions contemplated by the merger agreement, First Eagle must not, and must cause Parent Holdco and its controlled affiliates not to, take any action (including entering into or consummating any contracts or arrangements for an acquisition, however structured, of any ownership interest, assets or rights in any person) if such action would: (a) reasonably be expected to make it materially more likely that there would arise any impediments under any competition law or any other applicable law that may be asserted by any governmental authority to the consummation of the merger and the other transactions contemplated by the merger agreement as promptly as practicable, or (b) impose any material delay in the expiration of any waiting period or obtaining of any approval from any governmental authority applicable to the transactions contemplated by the merger agreement.

Nothing in the merger agreement will require First Eagle or its affiliates to (and, except as otherwise expressly permitted by the merger agreement, Diamond Hill and its subsidiaries will not, without First Eagle’s prior written consent): (i) agree to or take any regulatory action involving a governmental authority that would have, or would reasonably be expected to have, individually or in the aggregate, a material and adverse effect on either First Eagle and its subsidiaries, taken as a whole, on one hand, or Diamond Hill and its subsidiaries, taken as a whole, on the other hand, or (ii) offer or make any payment or concession (financial or otherwise) or take or agree to any action under this subsection in each case that is not contingent on the closing occurring. Further, First Eagle’s affiliates will not be required to take, or refrain from taking, any regulatory action described above with respect to any investment fund or investment vehicle that directly or indirectly controls, manages, advises or is under common control with First Eagle, their respective portfolio companies or any investment or interest, other than with respect to First Eagle, Diamond Hill or any of their respective subsidiaries or controlled affiliates (and other than Parent Holdco’s and First Eagle’s other affiliates’ obligations to make filings or furnish information and refrain from taking actions described in the immediately preceding paragraph).

Solely at the request of First Eagle, Diamond Hill will agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of Diamond Hill or any of its subsidiaries, though any such action will be conditioned upon the consummation of the merger.

Under the merger agreement, First Eagle and Diamond Hill also agreed to:

Without limiting First Eagle’s and Diamond Hill’s respective obligations described above to use reasonable best efforts to take all actions as may be necessary, subject to the limitations described above, to obtain all required approvals, First Eagle and Diamond Hill have agreed that First Eagle will have the right to direct all matters with any governmental authority consistent with its obligations under the merger agreement, including, for the avoidance of doubt, final decision-making authority regarding the strategy for obtaining necessary approvals or responding to any request from, inquiry by, or investigation by any governmental authority in connection with the merger agreement and the transactions contemplated thereby; provided that First Eagle reasonably consults with and considers in good faith the input of Diamond Hill relating to such strategy; and provided further that First Eagle will not extend any waiting period under the HSR Act or under any other applicable competition law or enter into any agreement with any governmental authority not to consummate the transactions contemplated by the merger agreement without Diamond Hill’s prior written consent, which, in the case of extending any such waiting period, will not be unreasonably withheld. Any documents or other materials provided in connection with this process may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove references concerning the valuation of Diamond Hill or other competitively sensitive material and the parties may, as each deems advisable, reasonably designate any material provided under this section as “outside counsel only material.”

For 12 months following the effective time (or, if shorter, an employee’s remaining period of employment), First Eagle will cause the surviving corporation or its subsidiaries to provide each Diamond Hill employee whose employment continues after the effective time (each referred to as a “continuing employee”): (i) base salary or wages, and target short- and long-term incentive opportunities, which are allocated from a compensation pool that, on an aggregate basis, is substantially equivalent in value to the aggregate compensation pool from which such continuing employees were compensated for the fiscal year ended immediately prior to the effective time, inclusive of the value of equity and other long-term incentive compensation and matching contributions made by Diamond Hill under Diamond Hill’s 401(k) Plan (subject to proportionate reduction if, as and when any continuing employee’s continuation period terminates); provided, that First Eagle retains the discretion to determine the type and form of such elements of compensation (as well as the allocation of value among such elements), (ii) employee benefits that, on an aggregate basis, are at least substantially comparable, as determined by First Eagle, to either (x) the employee benefits provided to such continuing employee as of immediately prior to the effective time and (y) the employee benefits provided to similarly situated employees of First Eagle and its subsidiaries, and (iii) certain severance protections, subject to the continuing employee’s execution and non-revocation of a release of claims.

Further, each continuing employee shall be eligible to receive an annual cash bonus in the ordinary course in respect of the fiscal year in which the closing occurs; provided, that such bonus shall be no less than the amount accrued therefor (as reflected in Diamond Hill’s financial statements) for the portion of the year elapsed between the beginning of the fiscal year in which the closing occurs and the closing date. Such bonus shall be paid to each continuing employee at the time when bonuses would ordinarily be paid under the applicable annual incentive plan (and otherwise subject to the terms of such plan); provided, that if a continuing employee’s employment is terminated without cause following the closing but prior to the bonus payment date, such bonus amount shall be paid to such continuing employee within 30 days.

Under the merger agreement, for a period of six years after the effective time, the surviving corporation must, and First Eagle must cause the surviving corporation to, indemnify and hold harmless each present and former director, officer and employee of Diamond Hill and its subsidiaries and their respective successors and heirs against any losses, damages, liabilities, costs, expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) in connection with such persons having served as a director, officer or employee of Diamond Hill prior to the effective time, in each case to the same extent and under the same conditions and procedures (including with respect to the advancement of expenses) that such person is entitled to under Diamond Hill’s articles of incorporation and code of regulations in effect on the date of the merger agreement.

In addition, for a period of six years following the effective time, the surviving corporation is required to (and First Eagle is required to cause the surviving corporation to) maintain in effect provisions in the articles of incorporation, code of regulations or other organizational documents of the surviving corporation and its subsidiaries (or in such documents of any successor to the business of the surviving corporation or its subsidiaries) regarding elimination of

liability of directors, indemnification of directors and officers and advancement of fees, costs and expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions that were in existence on the date of the merger agreement.

Prior to the effective time, (a) Diamond Hill will, (b) if First Eagle elects, First Eagle will, or (c) if Diamond Hill is unable to, the surviving corporation will (and First Eagle will cause the surviving corporation to) as of the effective time, purchase (and fully pay the premium for) a prepaid, noncancellable “tail policy” on terms and conditions (in both amount and scope) no less favorable than the current directors’ and officers’ liability coverage of Diamond Hill’s existing directors’ and officers’ insurance policies and Diamond Hill’s existing fiduciary liability insurance policies, which insurance policies will (i) be for a period of six years after the effective time with respect to matters arising at or prior to the effective time, (ii) be from an insurance carrier with the same or better credit rating as Diamond Hill’s current insurance carrier with respect to such insurance policies, and (iii) have terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under Diamond Hill’s existing policies as of the date of the merger agreement with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against an indemnified person by reason of their having served in such capacity that existed at or prior to the effective time, provided Diamond Hill shall not be permitted to pay a premium amount in excess of 300% of the premium amount per annum for Diamond Hill’s existing policies for any such extension policy without First Eagle’s prior written consent. If and only if Diamond Hill or the surviving corporation for any reason fails to obtain such “tail” insurance policies as of the effective time, the surviving corporation must maintain in effect, for a period of at least six years from the effective time, Diamond Hill’s directors’ and officers’ liability insurance and fiduciary liability insurance policies in place as of the date of the merger agreement with Diamond Hill’s current insurance carrier or with an insurance carrier with the same or better credit rating with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under Diamond Hill’s existing policies as of the date of the merger agreement, or the surviving corporation must purchase from Diamond Hill’s current insurance carrier or from an insurance carrier with the same or better credit rating comparable insurance policies for such six-year period with terms, conditions, retentions and limits of liability that are no less favorable than as provided in Diamond Hill’s existing policies as of the date of the merger agreement, provided that in no event must First Eagle or the surviving corporation expend for such policies a premium amount in excess of 300% of the premium amount per annum for Diamond Hill’s existing policies, and if the aggregate premiums of such “tail” insurance coverage would otherwise exceed such amount, the surviving corporation must obtain a policy with the greatest coverage available, with respect to matters occurring prior to the effective time, for a cost not exceeding such amount.

First Eagle has, and will have through the closing, sufficient unrestricted cash, available lines of credit or other sources of immediately available funds to enable First Eagle to make payment of the merger consideration and any other amounts required to be paid by it at closing.

The merger is not subject to a financing condition. As of the date of this proxy statement, First Eagle intends to fund the merger consideration with a combination of cash on hand and by drawing on all or a portion of one or more credit facilities existing under the Existing Credit Agreement, which as of the date of this proxy statement has unfunded commitments sufficient to fund the merger consideration and anticipated related expenses. Borrowings under the Existing Credit Agreement are subject to customary conditions. First Eagle is not obligated to finance the merger consideration with borrowings under the Existing Credit Agreement and may seek alternative sources of financing.

In connection with the merger, it is expected that amounts outstanding under the Diamond Hill Credit Agreement will be fully repaid and that all commitments thereunder will be terminated.

Under the merger agreement, Diamond Hill must use its reasonable best efforts to, and must cause its subsidiaries and their respective personnel and advisors to use their reasonable best efforts to, provide such assistance in connection with the arrangement of any debt financing as may be reasonably requested by First Eagle in writing and is necessary or customary for debt financings of the type so contemplated, subject to certain limitations set forth in the merger agreement.

In connection with and conditioned upon the closing, First Eagle intends to, in coordination with Diamond Hill, terminate and fully repay (x) the indebtedness incurred under the Diamond Hill Credit Agreement and (y) certain other indebtedness incurred by Diamond Hill prior to the closing date (collectively, the “payoff indebtedness”).

The merger agreement provides that Diamond Hill must, in connection with and conditioned upon the closing, deliver, with respect to each item of payoff indebtedness, an executed payoff letter in form and substance reasonably satisfactory to First Eagle in which the payee agrees that upon payment of the amount specified in such payoff letter, among other things: (i) all outstanding obligations of Diamond Hill and its subsidiaries arising under or related to the applicable payoff indebtedness shall be repaid, discharged and extinguished in full (other than any such obligations that, by their terms, survive termination of the applicable documentation related to such payoff indebtedness), and (ii) all liens in connection therewith shall be released.

Diamond Hill and First Eagle have agreed, subject to their and their affiliates’ respective fiduciary duties, to synchronize the membership of the Diamond Hill fund board with the membership of the First Eagle fund board at closing. In furtherance of this, (i) Diamond Hill has agreed to include a shareholder proposal for the election of First Eagle-designated nominees as trustees of the Diamond Hill fund board in the fund proxies that will be sent to fund shareholders in connection with the merger, and (ii) First Eagle has agreed to, subject to its and its affiliates’ fiduciary duties, cause the election or appointment and seating (which may be in an interim or emeritus capacity) of three (or such lesser number as may be agreed by Diamond Hill) members of the current Diamond Hill fund board to the First Eagle fund board.

The merger agreement contains additional agreements of First Eagle, Diamond Hill and Merger Sub relating to, among other things:

The respective obligations of each party to consummate the merger are subject to the satisfaction or waiver of the following conditions:

The obligations of First Eagle and Merger Sub to consummate the merger are subject to the satisfaction or waiver of the following additional conditions:

The obligation of Diamond Hill to consummate the merger is subject to the satisfaction or waiver of the following additional conditions:

The merger agreement may be terminated at any time before the effective time:

The merger agreement may be terminated at any time before the effective time by Diamond Hill if:

The merger agreement may be terminated at any time before the effective time by First Eagle if:

The merger agreement provides that Diamond Hill will pay First Eagle a termination fee of $18,000,000 if:

In no event will Diamond Hill be obligated to pay the termination fee on more than one occasion. For a discussion on remedies and maximum liability in the event the termination fee is paid, see “—Remedies: Maximum Liability” below.

In the event of valid termination of the merger agreement in accordance with the terms of the merger agreement, the merger agreement will become void and of no effect (except that provisions relating to the effect of termination, payment of the termination fee and certain other provisions, together with the confidentiality agreement between DHCM and First Eagle, will survive any such termination), and there will be no liability on the part of any of the parties (or any of their respective shareholders, directors, officers, employees, agents, consultants or representatives), except that no party will be relieved of liability to the extent such termination resulted from such party’s fraud or any willful breach (as defined in the merger agreement) of the merger agreement prior to termination.

The merger agreement provides that, except in the case of fraud by Diamond Hill, upon any termination of the merger agreement under circumstances where the termination fee is payable by Diamond Hill and such termination fee and, if applicable, the costs and expenses of First Eagle and interest, is paid in full, the receipt by First Eagle of the termination fee and, if applicable, the costs and expenses of First Eagle and interest, will be the sole and exclusive remedy of First Eagle and Merger Sub in connection with the merger agreement or the transactions contemplated thereby, and neither First Eagle nor Merger Sub will seek to obtain any recovery, judgment, or damages of any kind,

including consequential, indirect, or punitive damages, against Diamond Hill or any of Diamond Hill’s subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders, affiliates or representatives in connection with the merger agreement or the transactions contemplated thereby, including any breach of the merger agreement.

The merger agreement provides that the parties will be entitled to an injunction or injunctions, or any other appropriate form of equitable relief, to prevent or restrain breaches or threatened breaches of the merger agreement or to enforce specifically the performance of the terms and provisions thereof, without the necessity of proving that irreparable damage would occur or the inadequacy of money damages as a remedy (and each party waived any requirement for the securing or posting of any bond in connection with such remedy), in addition to any other remedy to which they are entitled at law or in equity. The parties waived any defense, and agreed not to assert (or interpose as a defense or in opposition) that a remedy of specific performance or other equitable relief is unenforceable, invalid, contrary to law or inequitable for any reason, that a remedy of monetary damages would provide an adequate remedy or that the parties otherwise have an adequate remedy at law.

Except as otherwise expressly provided in the merger agreement, all costs and expenses incurred in connection with the merger agreement will be paid by the party incurring the cost or expense.

At any time prior to the effective time of the merger, the parties may amend or waive any provision of the merger agreement. Any such amendment or waiver must be in writing and signed, in the case of an amendment, by each party to the merger agreement or, in the case of a waiver, by each party against whom the waiver is to be effective. After the Diamond Hill shareholders have approved and adopted the merger agreement, there will be no amendment or waiver that would require the further approval of the Diamond Hill shareholders under the OGCL without such approval having first been obtained.

The merger agreement is governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflicts of laws rules or other rules that would result in the application of the law of any other state except to the extent the laws of the State of Ohio are mandatorily applicable to the merger or to the fiduciary duties of the Diamond Hill Board; provided that, provisions of the merger agreement which by their terms are governed by the laws of the State of Ohio shall be governed and construed in accordance with the laws of the State of Ohio.

The parties agreed that any action, claim, notice, demand, charge, complaint, arbitration, mediation, litigation, suit, notice of violation, subpoena, indictment, hearing, audit, report, investigation, inquiry of any nature or other similarly formal legal proceeding (whether federal, state, local or foreign) commenced, brought, conducted, or heard, at law or in equity, by or before any governmental authority or arbitrator (each, a “proceeding”) seeking to enforce any provision of, relating to, or in connection with, the merger agreement will be brought exclusively in the Delaware Court of Chancery or, if such court does not have or declines jurisdiction, any federal court or other Delaware state court, in each case, located in New Castle County in the State of Delaware.

Each party irrevocably and unconditionally waived any and all right to a trial by jury in any proceeding arising out of, related to, or in connection with the merger agreement or the transactions contemplated thereby.

The following describes the material provisions of certain letter agreements entered into with certain of our executive officers in connection with the merger agreement, as described below, which are attached as Annex B to this proxy statement and are incorporated by reference herein. This summary does not purport to be complete and may not contain all of the information about the letter agreements that are important to you. Diamond Hill encourages you to read carefully the letter agreements in their entirety.

Each of Ms. Brilliant and Ms. Quinif is party to an employment agreement with Diamond Hill and DHCM. In connection with the execution of the merger agreement, each of Ms. Heather Brilliant and Ms. Jo Ann Quinif also entered into a letter agreement with First Eagle, pursuant to which each of Ms. Brilliant and Ms. Quinif agreed, effective upon the closing, to additional severance equal to one year of their respective base salary (in addition to their other contractual severance benefits), payable upon each executive officer’s termination of employment without “cause” or resignation for “good reason” (as each term is defined in each officer’s respective employment agreements) (each, a “qualifying termination”) within the 12-month period following the closing of the merger, in exchange for an extension of the post-employment employee non-solicitation restrictions included in their existing employment agreements by one year relative to the existing durations, and expansion of the scope of the customer non-solicitation restrictions included in their existing employment agreements, in each case, effective solely in connection with a qualifying termination within the 12-month period following the closing (each such letter agreement, together with such executive officer’s employment agreement, an “Employment Agreement”). Diamond Hill is not a party to the letter agreements and is only a party to the underlying employment agreements. Under each of their respective Employment Agreements, if Ms. Brilliant or Ms. Quinif incurs a qualifying termination within the six months prior to or 24 months following the closing, they will be eligible for the following payments and benefits, subject to the terms and conditions set forth in the Employment Agreements (including execution and non-revocation of a release of claims and compliance with any applicable restrictive covenants):

Each of Ms. Brilliant and Ms. Quinif is also subject to certain restrictive covenants as set forth in the Employment Agreements, including a confidentiality provision, non-disparagement restrictions and 12-month post-employment non-competition and non-solicitation covenants (or, solely in connection with a qualifying termination within the 12-month period following the closing, a 24-month post-employment period in the case of employee non-solicitation).

For more information see the section titled “The Merger (Proposal 1)—Interests of Diamond Hill’s Directors and Executive Officers in the Merger—Severance.”

If the merger agreement is adopted by Diamond Hill shareholders, Diamond Hill shareholders who do not vote in favor of or consent to the merger agreement proposal and who properly demand payment of the “fair cash value” of their shares are entitled to certain dissenters’ rights pursuant to Sections 1701.84 and 1701.85 of the OGCL.

The following is a summary of the principal steps a shareholder must take to perfect dissenting shareholders’ rights under the OGCL. This summary is qualified by reference to the full text of Sections 1701.84 and 1701.85 and other provisions of the OGCL. Any Diamond Hill shareholder contemplating exercise of dissenting shareholders’ rights is urged to review carefully the provisions of Sections 1701.84 and 1701.85 of the OGCL and to consult an attorney because failure to follow fully and precisely the procedural requirements of the statute may result in termination or waiver of such rights. A copy of Sections 1701.84 and 1701.85 of the OGCL is attached as Annex D to this proxy statement.

To perfect dissenting shareholders’ rights, a dissenting Diamond Hill shareholder must satisfy each of the following conditions and must otherwise comply with Section 1701.85 of the OGCL:

Diamond Hill and a dissenting shareholder may come to an agreement as to the “fair cash value” of the dissenting shareholder’s shares of Diamond Hill common stock. If Diamond Hill and any dissenting shareholder cannot agree upon the “fair cash value” of shares of Diamond Hill common stock, then either Diamond Hill or the dissenting shareholder may, within three months after service of the dissenting shareholder’s demand for the “fair cash value” of shares of Diamond Hill common stock, file a petition in the Court of Common Pleas of Franklin County, Ohio, for a determination that the shareholder is entitled to exercise dissenting shareholders’ rights and to determine the “fair cash value” of shares of Diamond Hill common stock. If the court finds that the dissenting shareholder is entitled to be paid the “fair cash value” of their shares, the court may appoint one or more appraisers to receive evidence and to recommend a decision as to the amount of such “fair cash value”. The cost of the proceeding, including reasonable compensation to the appraisers to be fixed by the court, will be assessed or apportioned as the court considers equitable.

“Fair cash value” for purposes of Section 1701.85 of the OGCL is the amount that a willing seller, under no compulsion to sell, would be willing to accept, and that a willing buyer, under no compulsion to purchase, would be willing to pay. In no event will the “fair cash value” be in excess of the amount specified in the dissenting shareholder’s demand. “Fair cash value” is determined as of the day before the special meeting to vote on the adoption of the merger agreement. For purposes of determining “fair cash value” of a common share listed on a national securities exchange (such as Nasdaq, on which shares of Diamond Hill common stock are currently listed) immediately before the effective time, “fair cash value” will be the closing sale price on the day before the special meeting to vote on the adoption of the merger agreement. Otherwise, the amount of the “fair cash value” excludes any appreciation or depreciation in market value of shares of Diamond Hill common stock resulting from the merger, any premium associated with control of Diamond Hill, or any discount for lack of marketability or minority status. The “fair cash value” of shares of Diamond Hill common stock may be higher, the same as, or lower than the value that shareholders would be entitled to receive under the terms of the merger agreement.

Payment of the “fair cash value” must be made within 30 days after the later of the final determination of that value or the closing date. Any such payment with respect to shares of Diamond Hill common stock represented by certificates will be made only upon simultaneous surrender to Diamond Hill of the certificates for which the payment is made.

A dissenting shareholder’s rights to receive the “fair cash value” of their shares of Diamond Hill common stock will terminate (and the dissenting shareholder will only be entitled to receive the merger consideration) if:

All rights accruing to holders of shares of Diamond Hill common stock, including voting and dividend or distribution rights, are suspended from the time a dissenting shareholder submits a written demand with respect to any dissenting shares until the termination or satisfaction of the rights and obligations of the dissenting shareholder and Diamond Hill arising from the written demand or the purchase of the shares by Diamond Hill. During this period of suspension, any dividend or distribution paid on the dissenting shares will be paid to the record owner as a credit upon the “fair cash value” thereof. If dissenters’ rights are terminated other than by purchase by Diamond Hill of the dissenting shares, then at the time of termination all rights will be restored and all distributions that would have been made, but for suspension, will be made.

All written demands for appraisal should be addressed to Diamond Hill Investment Group, Inc., Attn: Carlotta D. King, Secretary, at Diamond Hill Investment Group, Inc., 325 John H. McConnell Blvd., Suite 200, Columbus, Ohio 43215. Such demand must specify the shareholder’s name and address, that the shareholder intends thereby to demand dissenters’ rights of such shareholder’s shares, the number shares of Diamond Hill common stock held by such shareholder on the record date, and the amount claimed by such shareholder as the “fair cash value” of the dissenting shares. Voting against the merger agreement is not a written demand as required under Section 1701.85 of the OGCL.

If a dissenting holder of shares of Diamond Hill common stock withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal pursuant to the OGCL, then the right of such shareholder to be paid the “fair cash value” of such shares of Diamond Hill common stock shall cease, and such holder’s shares of Diamond Hill common stock shall be deemed to be converted into the right to receive the merger consideration.

The foregoing description of the procedures to be followed in exercising dissenters’ rights available to holders of shares of Diamond Hill common stock pursuant to Sections 1701.84 and 1701.85 of the OGCL may not be complete and is qualified in its entirety by reference to the full text of Sections 1701.84 and 1701.85 of the OGCL, which is attached as Annex D to this proxy statement and incorporated herein by reference. The foregoing summary does not constitute any legal or other advice and does not constitute a recommendation that shareholders exercise their dissenters’ rights under the OGCL.

Failure to comply strictly with all of the procedures set forth in Sections 1701.84 and 1701.85 of the OGCL may result in the loss of a shareholder’s dissenters’ rights. In view of the complexity of Sections 1701.84 and 1701.85 of the OGCL, Diamond Hill shareholders who may wish to pursue dissenters’ rights should consult their legal and financial advisors.

Diamond Hill is providing its stockholders with the opportunity to cast a vote, on an advisory (non-binding) basis, to approve the compensation payments that may be paid or become payable by Diamond Hill to its named executive officers, as determined in accordance with Item 402(t) of Regulation S-K, in connection with the merger as disclosed in the section titled “The Merger (Proposal 1)—Interests of Diamond Hill’s Directors and Executive Officers in the Merger—Quantification of Potential Payments and Benefits to Diamond Hill’s Named Executive Officers in Connection with the Merger,” including the table titled “Golden Parachute Compensation” and the accompanying footnotes, and the related narrative disclosure (referred to as the “golden parachute” compensation), as required by Section 14A of the Exchange Act.

Through this proposal, Diamond Hill is asking its stockholders to indicate their approval, on an advisory (non-binding) basis, of the compensation that Diamond Hill’s named executive officers will or may be eligible to receive in connection with the merger as described in the sections of this proxy statement referred to above.

You should carefully review the golden parachute compensation information disclosed in the sections of this proxy statement referred to above. The Diamond Hill Board unanimously recommends that Diamond Hill stockholders approve the following resolution:

“RESOLVED, that the stockholders of Diamond Hill approve, solely on an advisory, non-binding basis, the golden parachute compensation that will or may be paid or become payable to Diamond Hill’s named executive officers in connection with the merger, as disclosed pursuant to Item 402(t) of Regulation S-K in the section titled “The Merger (Proposal 1)—Interests of Diamond Hill’s Directors and Executive Officers in the Merger—Quantification of Potential Payments and Benefits to Diamond Hill’s Named Executive Officers in Connection with the Merger,” including the table titled “Golden Parachute Compensation” and the accompanying footnotes, and the related narrative disclosure.”

The vote on the merger-related compensation proposal is a vote separate and apart from the vote on the merger agreement proposal and the adjournment proposal. Accordingly, you may vote to approve the merger agreement proposal and/or the adjournment proposal and vote not to approve the merger-related compensation proposal and vice versa. The approval of the merger-related compensation proposal by holders of Diamond Hill common stock is not a condition to the completion of the merger. Because the vote on the merger-related compensation proposal is advisory only, it will not be binding on either Diamond Hill or First Eagle. Accordingly, if the merger agreement proposal is approved and the merger is completed, the merger-related compensation may be paid to Diamond Hill’s named executive officers to the extent payable in accordance with the terms of the Employment Agreements and other compensation agreements and arrangements even if holders of Diamond Hill common stock fail to approve the advisory vote regarding the merger-related compensation proposal.

The merger-related compensation proposal requires the affirmative vote of holders of a majority of the shares of Diamond Hill common stock cast on the merger-related compensation proposal at the special meeting. Failures to vote, broker non-votes and abstentions will have no effect on the vote for this proposal (assuming a quorum is present).

Diamond Hill shareholders are being asked to approve the adjournment or postponement of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the merger agreement proposal at the time of the special meeting.

If, at the special meeting, the number of shares of Diamond Hill common stock present virtually or represented and voting in favor of the merger agreement proposal is insufficient to approve the merger agreement proposal, Diamond Hill intends to move to adjourn or postpone the special meeting to enable the Diamond Hill Board to solicit additional proxies for approval of the merger agreement proposal. In that event, Diamond Hill will ask holders of Diamond Hill common stock to vote on the adjournment proposal, but not the merger agreement proposal or the merger-related compensation proposal.

In this proposal, Diamond Hill is asking holders of Diamond Hill common stock to authorize the holder of any proxy solicited by the Diamond Hill Board on a discretionary basis to vote in favor of adjourning the special meeting to another time or place for the purpose of soliciting additional proxies, including the solicitation of proxies from holders of Diamond Hill common stock who have previously voted. The holders of a majority of the voting shares of Diamond Hill common stock represented virtually or by proxy at the special meeting, whether or not a quorum is present, or the chair of the Diamond Hill Board, the president of Diamond Hill, or the officer of Diamond Hill acting as chair of the special meeting, may adjourn the special meeting, and if a quorum is present at such adjourned special meeting, any business may be transacted as if the special meeting had been held as originally called.

Notice of adjournment of the special meeting need not be given if the time, place, if any, to which it is adjourned and the means, if any, by which shareholders can be present and vote at the special meeting through the use of communications equipment, are fixed and announced at the special meeting. In the event of a transfer of shares after the record date for determining the shareholders who are entitled to receive notice of the special meeting, it will not be necessary to give notice to the transferee. The approval of the adjournment proposal by holders of Diamond Hill common stock is not a condition to the completion of the merger.

The adjournment proposal requires the affirmative vote of holders of a majority of shares of Diamond Hill common stock present virtually or represented by proxy at the special meeting and entitled to vote thereon, whether or not a quorum is present. Each share of Diamond Hill common stock outstanding on the record date of the special meeting is entitled to one vote on this proposal. Failures to vote and broker non-votes will have no effect on the vote for this proposal. Abstentions will have the same effect as a vote cast “AGAINST” the approval of this proposal.

To Diamond Hill’s knowledge, the following table sets forth certain information regarding the beneficial ownership of Diamond Hill’s common stock as of the close of business on January 26, 2026, unless otherwise noted, for: (a) each person who is known by Diamond Hill to own beneficially more than 5% of Diamond Hill common stock, (b) each of Diamond Hill’s directors and named executive officers named in the table below, (c) all of Diamond Hill’s directors and executive officers as a group.

The percentages of voting shares provided in the table are based on 2,705,580 shares of Diamond Hill’s common stock issued and outstanding as of January 26, 2026, which includes Diamond Hill Restricted Shares in amounts as permitted per the grant agreements. Beneficial ownership is determined in accordance with SEC rules and regulations and generally includes voting or investment power with respect to securities. Unless otherwise indicated, each person or entity named in the table has sole voting and investment power, or shares voting and investment power with their spouse, with respect to all shares of Diamond Hill common stock listed as owned by that person. The number of shares shown does not include the interest of certain persons in shares held by a family member in their own right.