Annual report
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Table of Contents I United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-K (Mark One)concent ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-24498 DIAMOND HILL INVESTMENT GROUP, INC. (Exact name of registrant as specified in its charter) Ohio 65-0190407(State ofincorporation) (I.R.S. EmployerIdentification No.) 325 John H. McConnell Blvd, Suite 200, Columbus, Ohio 43215 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (614) 255-3333 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common shares, no par value DHIL The Nasdaq Stock Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The aggregate market value of the registrant’s common shares (the only common equity of the registrant) held by non-affiliates on The Nasdaq Global Select Market was $364,124,753, based on the closing price of $145.31 on June 30, 2025. For these purposes only, calculation of holdings by non-affiliates is based upon the assumption that the registrant’s executive officers and directors are affiliates. As of February 26, 2026, the registrant had 2,705,375 outstanding common shares. Documents Incorporated by Reference Portions of the registrant’s definitive Proxy Statement for its 2025 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, are incorporated by reference into Part III of this Annual Report on Form 10-K.
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Table of Contents 2 Diamond Hill Investment Group, Inc. Form 10-K For the Fiscal Year Ended December 31, 2025 Index Required Information Page Part I 3 Item 1. Business 3 Item 1A. Risk Factors 10 Item 1B. Unresolved Staff Comments 20 Item 1C. Cybersecurity 20 Item 2. Properties 20 Item 3. Legal Proceedings 20 Item 4. Mine Safety Disclosures 20 Part II 21 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 21 Item 6. [Reserved] 24 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 24 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 42 Item 8. Financial Statements and Supplementary Data 43 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 65 Item 9A. Controls and Procedures 65 Item 9B. Other Information 67 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 67 Part III 68 Item 10. Directors, Executive Officers and Corporate Governance 68 Item 11. Executive Compensation 68 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 68 Item 13. Certain Relationships and Related Transactions, and Director Independence 68 Item 14. Principal Accountant Fees and Services 68 Part IV 69 Item 15. Exhibit and Financial Statement Schedules 69 Item 16. Form 10-K Summary 71 Signatures 72
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Table of Contents 3 PART I Item 1. Business Cautionary Note Regarding Forward-Looking Statements This Annual Report on Form 10-K (this “Form 10-K”), the documents incorporated herein by reference and statements, whether oral or written, made from time to time by representatives of Diamond Hill Investment Group, Inc., an Ohio corporation organized in 1990 (“DHIL”, and collectively with its subsidiaries, the “Company”), may contain or incorporate “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended (the “PSLR Act”), Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such statements are provided under the “safe harbor” protection of the PSLR Act. Forward-looking statements include, but are not limited to, statements regarding anticipated operating results, prospects and levels of assets under management ("AUM") or assets under advisement ("AUA"), technological developments, economic trends (including interest rates and market volatility), the proposed merger with First Eagle Investment Management, LLC, a Delaware limited liability company ("First Eagle"), other expected transactions and similar matters. The words “may,” “believe,” “expect,” “anticipate,” “target,” “goal,” “project,” “estimate,” “guidance,” “forecast,” “outlook,” “would,” “will,” “continue,” “likely,” “should,” “hope,” “seek,” “plan,” “intend,” and variations of such words and similar expressions identify such forward-looking statements. Similarly, descriptions of the Company’s objectives, strategies, plans, goals, or targets are also forward-looking statements. Forward-looking statements are based on the Company’s expectations at the time such statements are made, speak only as of the dates they are made and are susceptible to a number of risks, uncertainties and other factors. While the Company believes that the assumptions underlying its forward-looking statements are reasonable, investors are cautioned that any of the assumptions could prove to be inaccurate and, accordingly, the Company's actual results and experiences may differ materially from the anticipated results or other expectations expressed in its forward-looking statements. Factors that could cause the Company’s actual results or experiences to differ materially from those expressed or implied by the forward- looking statements include, but are not limited to: (i) declines or volatility in the Company’s AUM or AUA, whether due to market conditions, investment performance, client withdrawals, asset allocation decisions, or otherwise; (ii) the loss, renegotiation, non-renewal, or termination of investment advisory or administration agreements, including as a result of the proposed merger with First Eagle or client consent related requirements; (iii) risks related to, or the failure to consummate, the proposed merger with First Eagle, including the failure to obtain required approvals or client consents, delays in completion, transaction-related costs, restrictions on operations prior to closing, disruption to business relationships, shareholder litigation, or failure to realize anticipated benefits; (iv) damage to the Company’s reputation or adverse public perception; (v) failure to comply with investment guidelines, fiduciary obligations, regulatory requirements, or other contractual obligations; (vi) intense competition within the investment management industry, including from firms with greater resources or lower-fee or passive investment offerings; (vii) industry trends toward lower fee products, passive strategies, and model portfolio arrangements that may adversely impact revenues; (viii) adverse legal, regulatory, tax, or accounting developments or increased compliance costs; (ix) cybersecurity incidents, technology failures, or disruptions involving the Company or third-party service providers; (x) operational risks, including errors, systems interruptions, employee misconduct, or inadequate risk management controls; (xi) the Company’s ability to adapt to technological change, including the effective and responsible development and use of artificial intelligence (“AI”) and compliance with evolving AI-related regulations; (xii) losses on the Company’s investments or fluctuations in investment income; (xiii) limitations on access to capital or increased costs of financing; (xiv) losses or liabilities not covered by insurance; (xv) adverse changes in interest rates, inflation, credit conditions, or capital markets; (xvi) changes in domestic or global economic, political, or geopolitical conditions, including political uncertainty and economic nationalism; (xvii) the effects of natural disasters, pandemics, or other catastrophic or unpredictable events; and (xviii) other risks and uncertainties described from time to time in the Company’s filings with the U.S. Securities and Exchange Commission (“SEC”), including those discussed in Item 1A of this Form 10-K. Due to the significant uncertainties in forward-looking statements, the inclusion of such information should not be regarded as a representation by the Company or any other person that its expectations, objectives and plans will be achieved. Forward-looking statements attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above, in Item 1A of this Form 10-K, and in the Company’s other public documents on file with the SEC. New risks and uncertainties arise from time to time, and factors that the Company currently deems immaterial may become material, and it is impossible for the Company to predict these events or how they may affect it. The Company undertakes no obligation to update any forward-looking statements after the date they are made, whether as a result of new information, future events or developments or otherwise,
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Table of Contents 4 except as required by federal securities laws, although it may do so from time to time. Readers are advised to consult any further disclosures the Company makes on related subjects in its public announcements and SEC filings. The Company does not endorse any projections regarding future performance that may be made by third parties. Overview DHIL derives its consolidated revenue and net income from investment advisory and fund administration services provided by its wholly- owned subsidiary, Diamond Hill Capital Management, Inc., an Ohio corporation (“DHCM”). DHCM is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and is the investment adviser and administrator for the Diamond Hill Funds, a series of funds (each, a “Diamond Hill Fund”, and collectively, the “Diamond Hill Funds”), including open-end mutual funds and the Diamond Hill Large Cap Concentrated ETF, an exchange-traded fund (“ETF”), and the Diamond Hill Securitized Credit Fund, a closed-end registered investment company (“DHSC”, and collectively with the Diamond Hill Funds, the “Proprietary Funds”). DHCM also provides investment advisory and related services to the Diamond Hill Micro Cap Fund, LP (“DHMF”), a private fund, as well as separately managed accounts (“SMAs”), collective investment trusts (“CITs”), other pooled vehicles including sub- advised funds, and model delivery programs. The Company believes focusing on generating excellent, long-term investment outcomes and building enduring client partnerships will enable it to grow its intrinsic value to achieve a compelling, long-term return for its shareholders. The Company accomplishes this through its shared investment principles, including: (i) valuation-disciplined active portfolio management, (ii) fundamental bottom-up research, (iii) a long-term, business-owner mindset, and (iv) a client alignment philosophy that ensures clients’ interests come first. Client alignment is emphasized through: (i) a strategic capacity discipline that protects portfolio managers’ abilities to generate excess returns, (ii) personal investment by portfolio managers in the strategies they manage, (iii) portfolio manager compensation being driven by long-term investment results in client portfolios, and (iv) a fee philosophy focused on a fair sharing of the economics among clients, employees, and shareholders. The Company’s core cultural values of curiosity, ownership, trust, and respect create an environment where investment professionals focus on investment results and all teammates focus on the overall client experience. The Company offers a variety of investment strategies designed for long-term strategic allocations from institutionally oriented investors in key asset classes, aligning its investment team’s competitive advantages with its clients’ needs. Proposed Merger with First Eagle Investment Management, LLC On December 10, 2025, DHIL entered into an Agreement and Plan of Merger (the "Merger Agreement") with First Eagle, and Soar Christopher Holdings, Inc., an Ohio corporation and a wholly-owned subsidiary of First Eagle ("Merger Sub"), pursuant to which, upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into DHIL (the "Merger"), whereupon the separate existence of Merger Sub will cease, and DHIL will be the surviving corporation as a wholly-owned subsidiary of First Eagle. Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding DHIL common share (including each DHIL restricted share but excluding any DHIL common shares that are held by First Eagle, Merger Sub or any other subsidiary of First Eagle or DHIL or any DHIL common shares as to which appraisal rights have been properly exercised in accordance with Ohio law) will be automatically converted into the right to receive $175.00 in cash, without interest and subject to deduction for any required withholding tax (the “Merger Consideration”).
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Table of Contents 5 The obligations of the parties to consummate the Merger are subject to the satisfaction or, to the extent permitted, waiver of certain customary closing conditions, including, among others, the adoption of the Merger Agreement by the affirmative vote of a majority of the outstanding DHIL common shares entitled to vote at the DHIL shareholders meeting, the expiration or termination of the waiting period applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and 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. The obligations of First Eagle and Merger Sub to consummate the Merger are also subject to the Company obtaining the consent of the Company’s clients generating an aggregate revenue run-rate of at least 78% of the Company’s aggregate revenue run-rate as of November 30, 2025. The Merger is not subject to a financing condition. First Eagle currently 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. Although there can be no assurance that the Merger will be completed, the Company currently expects the Merger to be completed in the second quarter of 2026, subject to the satisfaction or waiver of the closing conditions set forth in the Merger Agreement. First Eagle is an independent, privately owned investment management firm headquartered in New York, with approximately $181 billion in AUM as of December 31, 2025. First Eagle focuses on active, fundamental, and benchmark-agnostic investing across equity, fixed income, alternative credit, and multi-asset strategies, with a strong emphasis on downside mitigation. Upon completion of the Merger, the Company is expected to continue to operate as a wholly-owned subsidiary of First Eagle. A special meeting of DHIL shareholders (the “Special Meeting”) is scheduled to be held on March 3, 2026 at which shareholders will be asked to vote upon certain merger-related proposals including, among other matters, the adoption of the Merger Agreement. For additional information regarding First Eagle and the proposed Merger, including detailed information regarding the terms of the Merger Agreement and related matters, see DHIL’s proxy statement filed with the SEC in connection with the Special Meeting. Additional Information Regarding the Merger This Form 10-K does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities. In connection with the Merger, on January 28, 2026, DHIL filed with the SEC a definitive proxy statement on Schedule 14A (the “Merger Proxy Statement”) relating to the Special Meeting. This Form 10-K is not a substitute for the Merger Proxy Statement or any other document that DHIL may file with the SEC and send to its shareholders in connection with the Merger. The Merger will be submitted to DHIL’s shareholders for their consideration. Before making any voting decision, DHIL’s shareholders are urged to read all relevant documents filed or to be filed with the SEC, including the Merger Proxy Statement, as well as any amendments or supplements to those documents, when they become available, because they will contain important information about DHIL and the Merger. DHIL’s shareholders may obtain a free copy of the Merger Proxy Statement, as well as other filings containing information about DHIL, free of charge, at DHIL’s website (www.sec.gov). Copies of the Merger Proxy Statement and other documents filed by DHIL with the SEC may be obtained, without charge, by contacting DHIL through its website at www.diamond-hill.com. Assets Under Management DHCM’s principal source of revenue is investment advisory fee income earned from managing client accounts under investment advisory and sub-advisory agreements. The fees earned depend on the type of investment strategy, account size, and servicing requirements. DHCM’s revenues depend largely on the total value and composition of its AUM. Accordingly, net cash flows from clients, market fluctuations, and the composition of AUM impact the Company’s revenues and results of operations. Model Delivery Programs - Assets Under Advisement DHCM provides strategy-specific model portfolios to sponsors of model delivery programs. DHCM is paid for its services by the program sponsors at a pre-determined rate based on AUA in the model delivery programs. DHCM does not have discretionary investment authority over individual client accounts in the model delivery programs, and therefore, the AUA is not included in the Company’s AUM.
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Table of Contents 6 The Company’s revenues are highly dependent on both the value and composition of AUM and AUA. The following is a summary of the Company’s AUM by product and investment strategy, a roll-forward of the change in AUM, and a summary of AUA for each of the past three years ended December 31, 2025: Assets Under Management and Assets Under Advisement As of December 31, (in millions) 2025 2024 2023 Proprietary Funds $ 18,785 $ 18,097 $ 15,879 Separately managed accounts 5,110 6,108 6,617 Other pooled vehicles 3,746 3,860 3,563 Collective investment trusts 1,741 1,947 1,359 Total AUM 29,382 30,012 27,418 Total AUA 1,580 1,913 1,746 Total AUM and AUA $ 30,962 $ 31,925 $ 29,164 Assets Under Management by Investment Strategy As of December 31, (in millions) 2025 2024 2023 U.S. Equity Large Cap $ 14,398 $ 17,702 $ 17,307 Small-Mid Cap 1,374 2,009 2,588 Mid Cap 882 1,082 1,023 Select 778 755 593 Small Cap 264 253 255 Large Cap Concentrated 190 129 98 Micro Cap 46 33 21 Total U.S. Equity 17,932 21,963 21,885 Alternatives Long-Short 2,344 1,684 1,725 Total Alternatives 2,344 1,684 1,725 International Equity International 161 141 109 Total International Equity 161 141 109 Fixed Income Short Duration Securitized Bond 5,064 3,732 1,948 Core Fixed Income 3,691 2,416 1,735 Securitized Credit 133 52 — Securitized Total Return 31 — — Long Duration Treasury 26 24 26 Total Fixed Income 8,945 6,224 3,709 Total All Strategies 29,382 30,012 27,428 (Less: Investments in affiliated funds) — — (10) Total AUM 29,382 30,012 27,418 Total AUA 1,580 1,913 1,746 Total AUM and AUA $ 30,962 $ 31,925 $ 29,164 Certain of the Proprietary Funds own shares of the Diamond Hill Short Duration Securitized Bond Fund. The Company reduces the total AUM of each Proprietary Fund that holds such shares by the AUM of the investments held in this affiliated fund. AUA is primarily comprised of model portfolio assets related to the Large Cap and Select strategies. (a) (b) (a) (b)
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Table of Contents 7 Change in Assets Under Management For the YearEnded December 31, (in millions) 2025 2024 2023 AUM at beginning of the year $ 30,012 $ 27,418 $ 24,763 Net cash inflows (outflows) Proprietary Funds (613) 726 (599) Separately managed accounts (1,341) (1,269) (416) Collective investment trusts (306) 403 153 Other pooled vehicles (481) (149) 368 (2,741) (289) (494) Net market appreciation and income 2,111 2,883 3,149 Increase (decrease) during the year (630) 2,594 2,655 AUM at end of the year 29,382 30,012 27,418 AUA at end of the year 1,580 1,913 1,746 Total AUM and AUA at end of year $ 30,962 $ 31,925 $ 29,164 Capacity The Company’s ability to retain and grow its AUM has been, and will continue to be, primarily driven by delivering attractive long-term investment results. If the Company determines the size of a strategy could impede its ability to meet its investment objectives, the Company, where possible, may close that strategy to new clients. The Company’s commitment to capacity discipline inherently impacts its ability to grow its AUM as investment results are prioritized over asset accumulation. The Company’s capacity as of December 31, 2025 was estimated to be $50 billion to $60 billion in domestic equities, $20 billion to $30 billion in international equities, and $50 billion to $70 billion in fixed income. The Company’s capacity increases with the development of new products or strategies. Growth and Distribution Strategy The Company’s growth centers first and foremost on delivering an investment and client experience that enables investors to experience better outcomes over the long term. The Company’s client alignment philosophy guides it to develop strategies and offer vehicles that meet clients’ objectives, capitalize on its investment team’s research capabilities, and align with its investment principles. The Company looks to attract like-minded, long-term focused clients across all of its offerings. To ensure efficient business development and relationship management, the Company has dedicated resources toward content-led marketing and sales enablement efforts. The Company believes that the combination of these efforts will lead to a deeper understanding of its investment strategies, and ultimately, longer holding periods for investors. As an active investment boutique, the Company brings long-term oriented investment strategies to clients. Each strategy is designed to deliver excellent, long-term investment outcomes. It is imperative that the Company attracts and retains a diversified client base that philosophically aligns with the Company’s investment principles, long-term orientation, and understands the outcomes the Company can provide. The Company’s distribution team focuses primarily on asset allocators with centralized research teams, allowing it to efficiently deliver services to a large and diversified client base. These asset allocators tend to be highly sophisticated buyers, who conduct deep research and pair the Company’s strategies with complementary strategies to meet holistic client objectives. These asset allocators include centralized research teams at institutional consulting firms, wirehouses, banks, independent broker dealers, and independent registered investment advisory firms. The Company also believes having a focus on plan sponsors with their own investment research teams is important. The Company’s distribution team members possess a deep understanding of the Company’s clients’ business models and needs. The team takes a consultative, customized approach to developing and maintaining relationships.
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Table of Contents 8 Creating a customized approach requires integrating marketing throughout the sales process and client lifecycle. A proactive, investment content-led marketing effort with a compelling digital ecosystem allows the Company to deliver the right content to the right clients/prospects in the right format at all stages of the client lifecycle. Distribution technology and business intelligence, including the use of third-party data sets and advanced analytics, provide a solid and scalable foundation for all client interactions. Compiling, centralizing, and analyzing data regarding trends, prospects, purchasing patterns, and engagement informs resource allocation and segmentation of clients, enhancing the effectiveness of the Company’s distribution efforts. The Company’s intention is to deliver investment strategies to clients in the investment vehicle that best meets their unique needs. Fund Administration Activities DHCM provides fund administration services to the Proprietary Funds. Fund administration services are broadly defined to include the following services: portfolio and regulatory compliance; treasury and financial oversight; oversight of back-office service providers, such as the custodian, fund accountant, and transfer agent; and general business management and governance of the Proprietary Funds. Competition Competition in the investment management industry is intense, and DHCM’s competitors include investment management firms, broker- dealers, banks, and insurance companies, some of whom offer various investment alternatives, including passive index strategies, and strategies that invest in private equity and credit. Many of DHCM’s competitors are better known, offer a broader range of investment products, and have more dedicated resources for business development and marketing. Regulation The Company is subject to various federal, state, and non-U.S. laws and regulations. As a matter of public policy, regulatory bodies are charged with safeguarding the integrity of the securities and other financial markets, and with protecting the interests of participants in those markets, including investment advisory clients and shareholders of investment funds. If an adviser fails to comply with these laws and regulations, these regulatory bodies have broad administrative powers, including the power to limit, restrict, or prohibit an investment adviser from carrying on its business. Possible sanctions that regulatory bodies may impose include civil and criminal liability, the suspension of individual employees, limitations on engaging in certain lines of business for specified periods of time, revocation of investment adviser, broker-dealer, and other registrations, censures, and fines. DHCM is registered with the SEC under the Advisers Act and operates in a highly regulated environment. The Advisers Act imposes numerous obligations on registered investment advisers, including fiduciary duties, recordkeeping requirements, operational requirements, and disclosure obligations. All of the Proprietary Funds are registered with the SEC under the Investment Company Act of 1940, as amended (“Company Act”), and are required to make notice filings with all states where the Proprietary Funds are offered for sale. Virtually all aspects of DHCM’s investment advisory and fund administration business are subject to various federal and state laws and regulations. DHCM is a fiduciary under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with respect to benefit plan clients, and therefore, is subject to ERISA regulations. ERISA and applicable provisions of the Internal Revenue Code of 1986, as amended, impose certain duties on persons who are fiduciaries, prohibit certain transactions involving ERISA plan clients, and provide monetary penalties for violations of these prohibitions.
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Table of Contents 9 DHCM’s trading activities for client accounts are regulated by the SEC under the Exchange Act, which includes regulations governing trading on inside information, market manipulation, and a broad number of U.S. trading and market regulation requirements. The preceding descriptions of the regulatory and statutory provisions applicable to DHCM are not exhaustive or complete and are qualified in their entirety by reference to the respective statutory or regulatory provisions. Failure to comply with these requirements could have a material adverse effect on DHCM’s business. Contractual Relationships with the Proprietary Funds DHCM is highly dependent on its contractual relationships with the Proprietary Funds. If any of DHCM’s advisory or administration agreements with the Proprietary Funds were terminated or not renewed, or were amended or modified to reduce fees, DHCM would be materially and adversely affected. DHCM generated approximately 70%, 66%, and 68% of its 2025, 2024, and 2023 revenues, respectively, from its advisory and administration agreements with the Proprietary Funds. DHCM believes that it has strong relationships with the Proprietary Funds and their respective boards of trustees, and DHCM has no reason to believe that these advisory or administration contracts will not be renewed in the future. However, there is no assurance that the Proprietary Funds will choose to continue their relationships with DHCM. Please see Item 1A for risk factors regarding this relationship. Human Capital The Company believes its people are its greatest asset, and each role within the firm contributes to its goals of generating excellent, long- term investment outcomes and building enduring client partnerships. Workforce Data Attracting, developing, and retaining talented employees is integral to the Company’s human capital strategy and critical to its success. The Company depends on highly skilled personnel, with specialized expertise and extensive experience in the investment management industry. The Company’s overall headcount has remained relatively consistent over the last five years, and was 120 as of December 31, 2025, seven employees fewer than as of December 31, 2024. The average employee tenure is 9.3 years, and approximately 42.5% of its employees have been with the Company more than 10 years. The Company’s five-year average employee turnover rate is approximately 6.6%. The Company’s employees are based in 9 states, and approximately 85% of its employees reside in Ohio. As of December 31, 2025, females represented 50% of DHIL’s board of directors (“Board”) and approximately 31% of its employees. As of December 31, 2025, racial or ethnic minorities represented approximately 15% of the Company’s workforce and 12.5% of the Board. Competitive Pay and Benefits The Company’s competitive compensation and benefits are designed to help attract, retain, and motivate employees who embody its values. The Company aligns its employees’ compensation with client outcomes, individual and team results, and company performance. Culture The Company’s culture emphasizes four key values: curiosity, ownership, trust, and respect. The way its employees embody these core values creates the Company’s culture. The culture allows the Company to attract and retain employees who share its commitment to client alignment, are motivated by investment excellence, and are committed to delivering excellent outcomes. Diversity, equity, and inclusion is embedded in the policies, practices, and strategic initiatives of the Company, ensuring it has teams that encourage varied points of view. The Company believes clients are best served by decision making that engages diverse perspectives.
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Table of Contents 10 The Company's culture manifests itself in a variety of ways. Employees who are curious focus on continuous self-improvement and have a passion for learning. They are open-minded, seek differing perspectives, and go beyond surface-level assumptions. Employees who think and act like business owners naturally embrace a long-term mindset. They lead by example and accept accountability for ensuring strong client outcomes. Employees who embrace trust act with integrity, are authentic and honest in interactions with others, and put client interests ahead of all others. Employees who are motivated by giving and receiving respect communicate and provide feedback candidly, transparently, and with positive intent. They are humble in their assumptions and listen to better understand others. They embrace, value, and celebrate diversity, inclusion, and differences in all forms, and recognize that transparency and accountability are critical to driving real change within the firm, in the industry, and within their community. The Company’s culture revolves around the fact that DHCM is a fiduciary first and foremost. The primary focus is serving its clients. The Company’s long-term, valuation-disciplined investment principles are foundational to its culture and have been consistently implemented since the firm’s inception. All members of the investment team believe in, and adhere to, the same investment principles. The Company’s employees invest alongside its clients, and portfolio managers have significant personal investments in the strategy or strategies they manage. SEC Filings The Company maintains a website at www.diamond-hill.com. The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports that it files or furnishes from time to time pursuant to Section 13(a) or 15(d) of the Exchange Act, are made available free of charge, on or through the Investor Relations section of the Company’s website, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Information contained on the Company’s website is not part of this Form 10-K or any other report or document that it files with, or furnishes to, the SEC. These reports are also available free of charge on the SEC’s website at http://www.sec.gov. References in this Form 10-K to our website and the SEC's website are inactive text references only. ITEM 1A. Risk Factors The Company’s future results of operations, financial condition, liquidity, and capital resources as well as the market price of its common shares, are subject to various risks, including those risks described below and elsewhere in this Form 10-K as well as those risks that are discussed from time to time in the Company’s other filings with the SEC. Investors should carefully consider these risks before making an investment decision regarding the Company’s securities. There may be additional risks of which the Company is currently unaware, or of which the Company currently considers to be immaterial. The occurrence of any of these risks could have a material adverse effect on the Company’s financial condition, results of operations, liquidity, capital resources, and the value of its securities. Please see “Forward Looking Statements” within Part I, Item 1, of this Form 10-K. Risks Related to the Proposed Merger The announcement of the Merger Agreement and pendency of the Merger could adversely affect the Company's business, financial condition, and results of operations. In connection with the pending Merger, it is possible that clients, counterparties, vendors, fund boards, and other third parties with whom the Company has relationships may delay, defer, terminate, or renegotiate those relationships as a result of uncertainty regarding the Merger, regardless of whether the Merger is ultimately completed. In addition, current and prospective employees may experience uncertainty regarding future roles and responsibilities, which could adversely affect the Company’s ability to retain and attract key personnel. Any of these factors could negatively impact Company AUM, AUA, revenues, operating results, and cash flows. The Company's investment advisory relationships are subject to client consent requirements, and failure to obtain required consents could adversely affect the Merger and the Company's business. Under the Advisers Act, a change in control of an investment adviser generally results in an “assignment” of advisory agreements, requiring client consent. In addition, under the Advisors Act, advisory agreements with registered investment companies require approval by their fund boards and, in some cases, underlying fund shareholders. One of the closing conditions in the Merger Agreement requires the Company to obtain the consent of clients generating an aggregate revenue run-rate of at least 78% of a defined aggregate
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Table of Contents 11 revenue run-rate to the assignment of their respective advisory agreements (resulting from the Merger). Failure to obtain the required client consents or fund approvals could prevent completion of the Merger or result in a reduction of AUM or AUA, even if the Merger is completed, which could materially and adversely affect the Company’s business, financial condition and results of operations. Failure to complete the Merger could adversely affect the Company and its shareholders. If the Merger is not consummated for any reason, the Company may experience negative reactions from the capital markets, clients, employees, and other stakeholders, and the market price of DHIL common shares could decline. In addition, the Company would remain subject to certain risks and costs incurred in anticipation of the Merger, including professional fees and management distraction, without realizing any of the anticipated benefits of the transaction. Under certain circumstances specified in the Merger Agreement, DHIL may be required to pay First Eagle a termination fee of $18.0 million if the Merger Agreement is terminated prior to completion of the Merger, including in connection with DHIL’s acceptance of a superior proposal. If the Merger Agreement had been terminated in connection with a superior proposal during the applicable go-shop period, which ended on January 14, 2026, the termination fee would have been $9.0 million. Except in the case of fraud, payment of the termination fee and, if applicable, the costs and expenses of First Eagle and interest on such termination fee and expenses, will be First Eagle’s sole and exclusive remedy for such termination. Additionally, in approving the Merger Agreement, the Board considered a number of factors and potential benefits, including the fact that the Merger Consideration to be received by holders of DHIL common shares represents a significant premium to the market price prior to the announcement of the Merger. If the Merger is not completed, neither the Company nor the holders of its common shares will realize this benefit of the Merger. Moreover, the Company will have, nevertheless, incurred substantial transaction-related costs and the loss of management time and resources. The Merger Agreement contains numerous closing conditions that may delay or prevent completion of the Merger. The Merger Agreement provides that the completion of the Merger is subject to the satisfaction or, to the extent permitted, waiver of customary closing conditions, including, among others, the adoption of the Merger Agreement by the affirmative vote of a majority of the shares of DHIL 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. While it is anticipated that the Merger will be consummated by the third quarter of 2026, the closing conditions may not be satisfied in a timely manner or at all, or an effect, event, development, or change could delay or prevent these conditions from being satisfied. Any delay in satisfying these conditions could delay the completion of the Merger or prevent it from being completed at all. Therefore, the timing of the Merger is uncertain and there can be no assurance that the conditions to closing will be satisfied on the expected timeline, or at all. The Merger Agreement restricts the Company's ability to operate its business or solicit alternative acquisition proposals prior to completion of the Merger. From the date of execution of the Merger Agreement until completion of the Merger or termination of the Merger Agreement, the Company is subject to certain customary restrictions on its activities, including limitations on capital expenditures, investments, hiring, compensation actions, and other specified activities. These restrictions may prevent the Company from pursuing otherwise attractive business opportunities or responding effectively to market developments prior to completion of the Merger, which could adversely affect the Company’s business and operating results, regardless of whether the Merger is completed. The Company is also subject to customary restrictions on its ability to solicit or engage with third parties on alternative acquisition proposals and the Board’s ability to change its recommendation to shareholders to adopt the Merger Agreement, subject to certain exceptions in accordance with its fiduciary duties. The Company may be subjected to lawsuits relating to the Merger, which could adversely affect its business, financial condition, and operating results. The Company and DHIL’s directors and officers may become subject to lawsuits relating to the Merger. Such litigation is very common in connection with mergers and acquisitions of public companies, regardless of the merits of the underlying merger or acquisition.
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Table of Contents 12 While the Company and its legal counsel will evaluate and defend against any actions vigorously, the costs of the defense of such lawsuits and other effects of such litigation could have an adverse effect on the Company’s business, financial condition, and operating results. Certain directors and executive officers have interests in the Merger that may differ from, or be in addition to, the interests of shareholders. The Company’s directors and executive officers have interests in the Merger that may differ from, or be in addition to, those of shareholders generally, including, among others, vesting of equity awards, potential severance benefits, and continued indemnification and insurance coverage. These interests may create conflicts of interest in connection with the consideration and approval of the Merger and may influence their actions or recommendations regarding the transaction. The Company will become a private company following completion of the Merger, which will reduce transparency and eliminate shareholders' ability to participate in future growth. If the Merger is completed, DHIL common shares will be de-listed from Nasdaq and de-registered under the Exchange Act, and the Company will no longer be required to file periodic reports with the SEC. Former shareholders will no longer have an opportunity to benefit from future appreciation in the value of the Company and will have no voting rights or ability to influence management or corporate governance following completion of the Merger. The Company may not realize anticipated benefits of the Merger and integration risks may adversely affect the business following completion. Although the Company expects the Merger to provide strategic and operational benefits to the Company, the realization of these benefits will depend on, among other things, successful integration of the Company into First Eagle’s organization, retention of key investment professionals and clients, and alignment of business practices and systems. Integration efforts may be costly, time-consuming, and disruptive, and management’s attention may be diverted from ongoing operations. If these challenges are not successfully managed, the anticipated benefits of the Merger may not be realized or may be realized more slowly than expected. The Company has incurred, and expects to continue to incur, substantial transaction costs in connection with the Merger. In connection with the Merger, the Company has incurred, and expects to continue to incur, significant costs and expenses, including financial advisory, legal, accounting, consulting, other advisory fees and expenses, and other related charges and costs. The Company will not be able to quantify the exact amount of these costs, charges, and expenses or the period in which they will be incurred until after the Merger is completed. While the Company has assumed that a certain level of expenses will be incurred in connection with the Merger, there are many factors that could affect the total amount or timing of any integration and implementation expenses. Some of the factors affecting the costs associated with the Merger include the timing of the completion of the Merger and the resources required for the completion of the Merger. There are also a large number of processes, policies, procedures, operations, technologies, and systems that will be required to be integrated, updated, or developed in connection with the Merger. There may also be additional unanticipated significant costs in connection with the Merger that the Company does not anticipate and may not be able to recoup. Business Risks Poor investment results or adverse ratings of the Company’s products could affect its ability to attract new clients or could reduce its AUM, potentially negatively impacting revenue and net income. If the Company fails to deliver acceptable investment results for its clients, both in the short and long term, the Company could experience diminished investor interest and a decrease in its AUM. Investment strategies are assessed and rated by independent third parties, including rating agencies, industry analysts, and publications. Investors can be influenced by such ratings. If a Company strategy receives an adverse report, it could negatively impact the Company’s AUM and revenues.
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Table of Contents 13 The Company’s success depends on its key personnel, and its financial performance could be negatively affected by the loss of their services. The Company’s success depends on highly skilled personnel, including portfolio managers, research analysts, and management, many of whom have specialized expertise and extensive experience in the investment management industry. Financial services professionals are in high demand, and the Company faces significant competition for qualified employees. Other than DHIL’s Chief Executive Officer and President (the "CEO") and DHCM's President and Chief Client Officer, Company employees do not have employment contracts and generally can terminate their employment at any time. The Company may not be able to retain or replace key personnel. To retain or replace its key personnel, the Company may be required to increase compensation, which would decrease its net income. The loss of key personnel could damage the Company’s reputation and make it more difficult to retain and attract new employees and clients. A loss of client assets resulting from the departure of key personnel may materially decrease the Company’s revenues and net income. The Company’s investment results and/or growth in its AUM may be constrained if appropriate investment opportunities are not available or if the Company closes certain of its investment strategies to new investors. The Company’s ability to deliver excellent investment results depends in large part on its ability to identify appropriate investment opportunities in which to invest client assets. If the Company is unable to identify sufficient investment opportunities for existing and new client assets on a timely basis, its investment results could be adversely affected. The risk that appropriate investment opportunities may be unavailable is influenced by a number of factors, including general market conditions, and is likely to increase if the Company’s AUM increases rapidly. The Company’s efforts to establish and develop new strategies may face challenges or ultimately be unsuccessful, which could impact its results of operations, reputation, and/or culture. In addition, if the Company determines that sufficient investment opportunities are not available for an investment strategy, or it believes that it is necessary to continue to produce attractive returns from an investment strategy, the Company will consider closing the investment strategy to new investors. If the Company misjudged the point at which it would be optimal to close an investment strategy, the investment results of the strategy could be negatively impacted. The Company has closed investment strategies in the past and may do so again in the future. As of December 31, 2025, the Company does not have any closed investment strategies. The Company is subject to substantial competition in all aspects of its business, which could reduce its AUM, AUA, revenues, and profitability. The Company’s investment products compete against investment products and services from: • Asset management firms; • Mutual fund companies; • Commercial banks and thrift institutions; • Insurance companies; • Interval and other closed-end funds; • Exchange-traded funds; • Private funds, including hedge funds and private equity and credit funds; and • Brokerage and investment banking firms. Many of the Company’s competitors have substantially greater resources and may operate in more markets or offer a broader range of products, including passively managed or “index” products. Some of these institutions operate in a different regulatory environment, which may give them certain competitive advantages in the investment products and portfolio structures that they offer. The Company competes with other providers of investment services primarily based upon its philosophy, performance, and quality of client service. Some institutions have a broader array of products and distribution channels, which makes it more difficult for the Company to compete. If current or potential clients decide to use one of the Company’s competitors, the Company could face a
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Table of Contents 14 significant decline in AUM, AUA, revenues, and net income. If the Company is required to lower its fees to remain competitive, its net income could be significantly reduced because some of the Company’s expenses are fixed, especially over shorter periods of time, and its expenses may not decrease in proportion to the decrease in revenues. Over the past several years, investors have generally shown a preference for passive investment products over actively managed strategies. Additionally, the Company faces increasing competition from ETFs, including low-cost, passively managed ETFs that may be more attractive to certain investors due to their pricing, liquidity, tax efficiency, and ease of trading. Continued growth in ETFs, including actively managed ETFs offered by competitors, could further pressure the Company’s ability to attract and retain assets and may adversely affect its AUM, revenues, and profitability. Industry trends towards lower fee strategies and model portfolio arrangements could adversely impact the Company’s revenues. Market and competitive pressures in recent years have created a trend towards lower management fees in the asset management industry and there can be no assurance that the Company will be able to maintain its current fee structure. As a result, a shift in the Company’s AUM from higher to lower fee generating clients and strategies could result in a decrease in revenues even if its AUM increases or remains unchanged. Similarly, in recent years, there has been a trend in clients shifting their assets from higher fee mutual funds and SMAs to lower fee model portfolio arrangements. As a result, a shift in the Company’s client assets from AUM to AUA could result in a decrease in Company revenues. The loss of access to, or increased fees required by, third-party distribution sources to market the Company’s portfolios and access its client base could adversely affect the Company’s results of operations. The Company’s ability to attract additional AUM is dependent on its relationship with third-party financial intermediaries. The Company compensates some of these intermediaries for access to investors and for various marketing services provided. These distribution sources and client bases may not continue to be accessible to the Company under reasonable terms, or at all. If such investor access is restricted or eliminated, it could have an adverse effect on the Company’s results of operations. Fees paid to financial intermediaries for investor access and marketing services have generally increased in recent years. Any loss of access to, or increase in fees required by, third-party distribution sources could also negatively impact client inflows, increase client outflows, or otherwise disrupt the Company’s ability to raise and retain AUM, which could further adversely affect its results of operations. A significant portion of DHCM’s revenues is concentrated in a limited number of strategies, particularly the Diamond Hill Large Cap strategy, and declines in AUM, investment performance, or client flows could materially and adversely affect the Company's results. A substantial portion of DHCM’s revenues is derived from advisory and administration agreements with a limited number of strategies. During 2025, advisory contracts with the Diamond Hill Large Cap strategy, Diamond Hill Long-Short strategy, and Diamond Hill Short Duration Securitized Bond strategy represented approximately 50%, 12%, and 10% of total revenues, respectively, with the Diamond Hill Large Cap Fund representing the single largest source of revenue. As a result of this concentration, DHCM is particularly exposed to changes in AUM, relative investment performance, and net client flows within these funds and strategies. As discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” DHCM has experienced sustained net outflows in its Large Cap strategy, driven by a combination of client rebalancing activity, asset allocation shifts, and relative investment performance. Continued underperformance, elevated net redemptions, or declines in Large Cap AUM could materially reduce advisory fee revenue and negatively impact operating results. Although DHCM seeks to diversify its asset base across strategies and client channels, there can be no assurance that growth in other strategies or favorable market conditions will be sufficient to offset declines in Large Cap or other concentrated revenue sources. Any material reduction in AUM or revenues associated with the Diamond Hill Large Cap Fund or other significant Proprietary Funds would have a material adverse effect on DHCM’s business, results of operations, and financial condition. A significant portion of DHCM's revenues are based on advisory and administration agreements with the Proprietary Funds that are subject to termination without cause and on short notice. DHCM generated approximately 70%, 66%, and 68% of its revenues during 2025, 2024, and 2023, respectively, from advisory and administration agreements with the Proprietary Funds. DHCM’s advisory and administration agreements with the Proprietary Funds are
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Table of Contents 15 generally terminable by either party upon 60 days’ prior written notice without penalty and are subject to annual approval by the applicable board of trustees or by a vote of the majority of the outstanding voting securities of each Proprietary Fund. In addition, these agreements automatically terminate upon an assignment by either DHCM or the applicable Proprietary Fund, which would occur at the effective time of the Merger if the closing of the Merger occurs. The Proprietary Funds are not obligated to renew these agreements on their current terms, if at all, and may seek to renegotiate fees or other contractual provisions. The decision to renew or terminate an advisory or administration agreement may be influenced by a variety of factors, including investment performance, AUM, fee levels, regulatory considerations, and competitive alternatives. The loss, non-renewal, or modification of any advisory or administration agreement with a Proprietary Fund—particularly the Diamond Hill Large Cap Fund, Diamond Hill Long-Short Fund, or Diamond Hill Short Duration Securitized Bond Fund—could materially reduce DHCM’s revenues and could have a material adverse effect on its results of operations and financial condition. There can be no assurance that the Proprietary Funds will continue their contractual relationships with DHCM on current terms, or at all. For additional information, see the respective proxy statements of the Proprietary Funds seeking fund shareholder approval of the assignment of the fund investment management agreements with DHCM. Negative public opinion of the Company could impair its reputation, cause it to lose clients and adversely affect its share price. Negative public opinion can result from the Company’s actual or alleged conduct in any number of activities, including trading practices, corporate governance and acquisitions, diversity, equity and inclusion issues, social media and other marketing activities, and actions taken by governmental regulators and community organizations in response to any of the foregoing. Negative public opinion could adversely affect the Company’s ability to attract and maintain clients, could expose the Company to potential litigation or regulatory action, and could have a material adverse effect on its share price or result in heightened volatility as well as on its revenues and results of operations. Operational Risks Cybersecurity attacks could prevent the Company from managing client portfolios, cause the unauthorized disclosure of sensitive or confidential client or employee information or result in misappropriation of information or funds, each of which could severely harm its business. In the ordinary course of its business, the Company collects, processes, and transmits sensitive and confidential information about its clients and employees, as well as proprietary information about its business. The Company has policies and procedures pursuant to which it takes numerous security measures to prevent cyberattacks of various kinds as well as fraudulent and inadvertent activity by persons who have been granted access to such sensitive or confidential information. Nevertheless, the Company’s systems, like all technology systems, remain vulnerable to unauthorized access, which can result in theft or corruption of information. In addition, the Company shares information with third-party vendors upon whom it relies for various functions. The systems of such third parties also are vulnerable to cyber threats. Unauthorized access can come from unrelated third parties through the internet, from access to hardware removed from the Company’s or those third parties’ premises, or from employees acting intentionally or inadvertently. Cybersecurity incidents can involve, among other things: (i) deliberate attacks designed to corrupt the Company’s information systems and make them unusable by the Company to operate its business; (ii) theft of information used by the perpetrators for financial and other gain; or (iii) inadvertent releases of information by employees or third parties with whom the Company does business. Cyberattacks that corrupt the Company’s information systems and make them unusable could impair its ability to trade securities in its clients’ accounts. Corruption of the systems of the Company’s third-party vendors could impact the Company to the same extent as corruption of its own systems. If information about the Company’s employees or clients is intentionally stolen or inadvertently made public, that information could be used to commit identity theft, obtain credit in an employee’s or client’s name, or steal from an employee or client. If information about the Company’s business is obtained by unauthorized persons, whether through intentional attacks or inadvertent releases of information, it could be used to harm its competitive position.
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Table of Contents 16 Whether information is corrupted, stolen, or inadvertently disclosed, and regardless of the type and nature of the information (e.g., proprietary information about the Company’s business or personal information about clients or employees), it could have various adverse impacts on, and be materially harmful to, the Company, including the following: • The Company’s reputation could be harmed, resulting in the loss of clients, vendors, and employees or making payments or concessions to such persons to maintain its relationships with them; • The Company’s inability to operate its business fully, even if temporarily, and thus, fulfill contracts with clients or vendors, could result in termination of contracts and loss of revenue; • Harm suffered by clients or vendors whose contracts have been breached, or by clients, vendors, or employees whose information is compromised, could result in costly litigation against the Company; • The Company’s need to focus attention on remediation of a cybersecurity issue could take its attention away from the operation of its business, resulting in lost revenue; • The Company could incur costs to repair systems made inoperable by a cyberattack and to make changes to its systems to reduce future cyber threats. Those changes could include, among other things, obtaining additional technologies as well as employing additional personnel and training employees; • The interruption of the Company’s business or theft of proprietary information could harm its ability to compete; and • Any losses that the Company may be responsible to bear may not be covered by insurance. Any of the above potential impacts of a cybersecurity incident, individually or collectively, could have a material adverse effect on the Company’s business, financial condition, and results of operations. Failure to keep pace with technological change could impair the Company’s competitiveness and growth. The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve clients while reducing costs. The Company’s future success depends, in part, upon its ability to address client needs by using technology to provide products and services that will satisfy client demands, as well as to create additional efficiencies in its operations. The Company may not be able to implement effectively new technology-driven products and services or be successful in marketing these products and services to its clients. Failure to successfully keep pace with technological changes affecting the financial services industry could negatively affect the Company’s growth, revenue, and profit. The Company operates in an intensely competitive business environment. It may not be as successful as its competitors incorporating AI into its business or adapting to a rapidly changing marketplace which could harm its competitive positions and profitability. The Company operates in an intensely competitive environment, and many competitors are investing heavily in AI and related technologies. The Company’s competitors may be larger, more diversified, better funded, and have access to more advanced technology, including generative AI. These competitive advantages may enable the Company's competition to innovate better and more quickly, or to compete more effectively on quality and price, which could cause the Company to lose business and profitability. Burgeoning interest in AI may increase competition and disrupt the Company’s business model. AI may lower barriers to entry in the industry and the Company may be unable to effectively compete with the products or services offered by new competitors. AI-related changes to the products and services on offer may affect customer expectations, requirements, or tastes in ways that the Company cannot adequately anticipate or adapt to, causing its business to lose revenues, market share, or the ability to operate profitably and sustainably. Failure to effectively manage AI-related risks in an evolving regulatory environment could have an adverse effect on the Company’s growth, reputation, and business. The Company uses machine learning and AI in its business and expects to continue to expand its AI capabilities, including through generative AI. AI methods are complex and rapidly evolving, and the introduction of AI into new or existing processes may result in
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Table of Contents 17 new or enhanced governmental or regulatory scrutiny, intellectual property or other litigation, data protection, confidentiality or information security risks, social or ethical concerns, competitive harm or other complications. AI technologies are still being developed and have not been fully addressed by U.S. courts or federal or state laws or regulation. Furthermore, regulatory scrutiny of AI technologies and controls continues to evolve globally with new and forthcoming laws and regulations. Efforts around use of these technologies require additional investment in operational controls and procedures, development and implementation of appropriate protections and safeguards for handling the use of data with AI, including with respect to data leakage, fraud prevention and regulatory compliance costs. AI technologies may also disrupt the competitive landscape for investment management and technology services, including in commercial and operational areas such as data aggregation and quantitative models. Any failure to successfully integrate AI technologies, respond to client or market demands, accurately communicate AI initiatives, comply with AI-related regulations, identify or address any legal or regulatory issues associated with AI or effectively manage the related risks could harm the Company’s growth and reputation, adversely impact product offerings, client interactions or business initiatives, and expose the Company to legal and regulatory liabilities and additional costs, including regulatory fines or sanctions, which may cause its AUM, revenue and earnings to decline. Operational risks may disrupt the Company’s business, result in losses, or limit its growth. The Company is dependent on the capacity and reliability of the communications, information, and technology systems supporting its operations, whether developed, owned, or operated internally by the Company or by third parties. Operational risks, such as trading or operational errors, interruption of the Company’s financial, accounting, trading, compliance, and other data processing systems, the loss of data contained in such systems, or compromised systems due to cyberattack, could result in a disruption of the Company’s business, liability to clients, regulatory intervention, or reputational damage, and thus, adversely affect its business. Employee misconduct could harm the Company by impairing its ability to attract and retain clients and subjecting the Company to significant legal liability, regulatory scrutiny, and reputational harm. The Company’s controls and procedures may fail or be circumvented, its risk management policies and procedures may be inadequate and operational risks could adversely affect its reputation and financial condition. The Company has developed and continues to update strategies and procedures specific to its business for managing risks, which include market risk, liquidity risk, operational risk, and reputational risk. Management of these risks can be very complex. These strategies and procedures may fail under some circumstances, particularly if the Company is confronted with risks that it has underestimated or not identified. Some of the Company’s risk evaluation methods depend upon information provided by others and public information regarding markets, clients, or other matters that are otherwise accessible by the Company. If the Company’s policies and procedures are not fully effective or it is not successful in capturing all risks to which it is or may be exposed, the Company may suffer harm to its reputation or be subject to litigation or regulatory actions that could have a material adverse effect on its business, results of operations, or financial condition. Industry, Market, and Economic Risks The Company’s AUM, which impacts revenue, is subject to significant fluctuations. The majority of the Company’s revenue is calculated as a percentage of AUM or is related to the general performance of the equity securities markets. A decline in securities prices or in the sale of investment products, or an increase in client redemptions, generally will reduce revenue and net income. Financial market declines will generally negatively impact the level of the Company’s AUM, and consequently, its revenue and net income. A recession or other economic or political events, whether in the U.S. or globally could also adversely impact the Company’s revenue, if such events led to a decreased demand for products, a higher redemption rate, or a decline in securities prices. Investor interest in the Company’s fixed income strategies is affected by changes in interest rates and the overall credit environment. In addition, the majority of the Company’s existing AUM is managed in primarily long-only, equity investment strategies, which exposes it to greater risk than certain of its competitors who may manage assets in more diverse strategies.
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Table of Contents 18 The Company’s investment approach may underperform other investment approaches during certain market conditions, which could lead to client outflows and reduced revenues. The Company’s investment strategies are best suited for investors with long-term investment time horizons. The Company’s investment strategies may not perform well during certain periods of time. Additionally, the Company has, and is expected to continue to have, common positions and industry concentrations across its strategies at the same time. As such, factors leading to underperformance may impact multiple strategies simultaneously. The Company’s investment income and asset levels may be negatively impacted by fluctuations in its investment portfolio. The Company currently has a substantial portion of its assets invested in investment strategies that it manages. All of these investments are subject to market risk and the Company’s non-operating investment income could be adversely affected by market performance. Fluctuations in investment income are expected to occur in the future and may adversely affect the Company's financial condition and results of operations. Trading in DHIL common shares is limited, which may adversely affect the time and the price at which shareholders can sell their shares. Although DHIL common shares are listed on The Nasdaq Global Select Market, the shares are held by a relatively small number of shareholders, and trading in its common shares has historically been relatively inactive. Certain shareholders, including certain of the Company’s directors and officers, own a significant number of shares. The spread between the bid and the ask prices is often wide. As a result, shareholders may not be able to sell their shares on short notice, and the sale of a large number of shares at one time could temporarily depress the market price. Regulatory Risks Changes in tax laws and unanticipated tax obligations could have an adverse impact on the Company’s financial condition, results of operations, and cash flow. The Company is subject to federal, state, and local income taxes in the U.S. The Company cannot predict future changes in the tax regulations to which it may be subject, and any such changes could have a material impact on its tax liability or result in increased costs of its tax compliance efforts. Tax authorities may disagree with certain positions that the Company has taken or may implement changes in tax policy, which may result in the assessment of additional taxes on the Company. The Company regularly assesses the appropriateness of its tax positions and reporting. The Company cannot provide assurances, however, that tax authorities will agree with the positions it has taken, or that the Company will accurately predict the outcomes of audits, and the actual outcomes of these audits could be unfavorable.
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Table of Contents 19 The Company is subject to extensive governmental regulation, which can change frequently and may increase costs of compliance, reduce revenue, result in fines, penalties, and lawsuits for noncompliance, and adversely affect its results of operations and financial condition. The Company is subject to a variety of federal securities laws, including the Advisers Act, the Company Act, the Securities Act, the Exchange Act, the Sarbanes-Oxley Act of 2002, the U.S. PATRIOT Act of 2001, and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, each as amended. In addition, the Company is subject to significant regulation and oversight by the SEC. Changes in legal, regulatory, accounting, tax, and compliance requirements could have a significant effect on the Company’s operations and results, including, but not limited to, increased expenses and reduced investor interest in certain funds and other investment products that the Company offers. The Company continually monitors legislative, tax, regulatory, accounting, and compliance developments that could impact its business. The Company and its directors, officers, and employees could be subject to lawsuits or regulatory proceedings for violations of such laws and regulations, which could result in the payment of fines or penalties and cause reputational harm to the Company, which could negatively affect its financial condition and results of operations, as well as divert management’s attention from its operations. General Risk Factors The Company’s insurance policies may not cover all losses and costs to which it may be exposed. The Company carries insurance in amounts and under terms that it believes are appropriate. The Company’s insurance may not cover all liabilities and losses to which it may be exposed. Certain insurance coverage may not be available or may be prohibitively expensive in future periods. As the Company’s insurance policies come up for renewal, it may need to assume higher deductibles or pay higher premiums, which could have an adverse impact on its results of operations and financial condition. Natural disasters, global pandemics, and other unpredictable events could adversely affect the Company’s operations and financial results. Natural disasters, outbreaks of epidemics or pandemics, terrorist attacks, extreme weather events, or other unpredictable events could adversely affect the Company’s revenues, expenses, and net income by: • Decreasing investment valuations in, and returns on, the investment portfolios that the Company manages and its corporate investments, thus, causing reductions in AUM, AUA, and revenue; • Causing disruptions in national or global economies that decrease investor confidence and make investment products generally less attractive; • Reducing the availability or productivity of key personnel necessary to conduct the Company’s business activities; • Interrupting the Company’s business operations or those of critical service providers; • Triggering technology delays or failures; and/or • Requiring substantial capital expenditures and operating expenses to restore the Company’s operations. The Company has developed various backup systems and contingency plans but cannot be assured that those preparations will be adequate in all circumstances that could arise, or that material interruptions and disruptions will not occur. The Company also relies to varying degrees on outside vendors for service delivery in addition to technology and disaster contingency support. There is a risk that these vendors will not be able to perform in an adequate and timely manner. If the Company’s operations or its employees’ ability to perform their duties is temporarily disrupted, or if the Company is unable to respond adequately to such an event in a timely manner, revenues, expenses, and net income could be negatively impacted.
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Table of Contents 20 ITEM 1B. Unresolved Staff Comments None. ITEM 1C. Cybersecurity The Company is subject to several material risks related to cybersecurity threats. A cybersecurity attack could prevent the Company from managing client portfolios, cause the unauthorized disclosure of sensitive or confidential client or employee information, and/or result in misappropriation of information or funds, which individually or collectively could severely harm its business. In 2025, the Company did not identify any cybersecurity risks that have materially affected or are reasonably likely to materially affect its business strategy, results of operations, or financial condition. However, despite its efforts, the Company cannot eliminate all risks from cybersecurity threats or incidents, or provide assurances that it has not experienced an undetected cybersecurity incident. For more information about these risks, please see Item 1A. The Company has an Information Security Committee (the “Committee”) to identify, assess, and manage cybersecurity risks and to implement necessary policies and procedures to mitigate those risks. The Committee also coordinates employee education efforts throughout the year. The Technology Risk & Information Security Officer serves as the Committee chair and the day-to-day manager of the Company’s information security management systems. The Committee is comprised of members having expertise in information technology infrastructure, data security, risk management, compliance, legal, and business continuity and recovery efforts. The Committee identifies and assesses risks by understanding and evaluating the Company’s systems, processes, data, and controls. This information is then augmented through participation by certain Committee members in industry threat intelligence groups designed to share best practices and emerging threats related to cybersecurity. The Committee also completes a full cybersecurity risk assessment annually, which drives the implementation of policies and procedures as well as the scope of third-party testing. The Committee has implemented an information security program that includes a comprehensive set of cybersecurity policies and procedures that follows standards established by the International Organization for Standardization (“ISO 27001”). The policies and procedures within the program, among other things, are to oversee, identify, and mitigate the Company’s cybersecurity risks as well as cybersecurity risks to the Company associated with its significant service providers and vendors. The Company’s cybersecurity policies and procedures have been independently certified by a third party as compliant with the ISO 27001 standard on an annual basis. The Committee engages third-party experts to perform penetration tests on a periodic basis and to assess whether these policies and procedures are designed appropriately and operating effectively. Cybersecurity oversight forms part of the Board’s risk oversight of the Company. The Board oversees efforts by management to manage the cybersecurity risks to which the Company may be exposed. The Board receives quarterly reports and meets periodically with the Committee chair. From its review of these reports and discussions with management and the Committee chair, the Board ensures it has sufficient awareness of the material cybersecurity risks to which the Company is exposed, enabling a dialogue about how management manages and mitigates those risks. The Board currently has four members who have obtained certifications in cybersecurity oversight. ITEM 2. Properties The Company leases office space and conducts its general operations at one location, the address of which is 325 John H. McConnell Boulevard, Suite 200, Columbus, Ohio 43215. The Company does not own any real estate or interests in real estate. ITEM 3. Legal Proceedings The Company is not aware of any pending legal proceedings that the Company believes will have, individually or in the aggregate, a material adverse effect on its consolidated financial statements. ITEM 4. Mine Safety Disclosures Not applicable.
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Table of Contents 21 PART II ITEM 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities The following performance graph compares the cumulative total shareholder return of an investment in DHIL common shares to that of the Russell 2000 Index and the Russell 2000 Asset Managers & Custodians Index (the “R2000 A&C Index”) for the five-year period ended December 31, 2025. The graph assumes that the value of the investment in DHIL common shares and each index was $100 on December 31, 2020. Total return includes reinvestment of all dividends. The Russell 2000 Index measures the performance of approximately 2,000 small-cap U.S. equities, and was selected as a broad equity market index comprised of companies with comparable market capitalization to DHIL. The R2000 A&C Index is comprised of the Asset Managers & Custodians subsector of the Russell 2000 Index, and provides a comparison to companies with comparable market capitalization to DHIL that operate in the same industry as the Company. The historical information set forth below is not necessarily indicative of future performance. The Company does not make or endorse any predictions as to future share performance. This performance graph shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or incorporated by reference into any of our other filings under the Securities Act or the Exchange Act. 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Cumulative 5Year TotalReturn Diamond Hill Investment Group, Inc. $ 100 $ 146 $ 146 $ 136 $ 132 $ 153 53% Russell 2000 Index $ 100 $ 115 $ 91 $ 107 $ 119 $ 134 34% Russell 2000 Asset Managers & Custodians Index $ 100 $ 127 $ 99 $ 136 $ 178 $ 177 77% The R2000 A&C Index used to calculate the returns includes the following companies by year: (a) (a)
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Table of Contents 22 2021 2022 2023 2024 2025 Arlington Asset Investment Corp. Associated Capital Group, Inc. Associated Capital Group, Inc. AlTi Global, Inc. Acadian Asset Management., Inc. Associated Capital Group, Inc. AssetMark Financial Holdings, Inc. AlTi Global, Inc. AssetMark Financial Holdings, Inc. AlTi Global, Inc. AssetMark Financial Holdings, Inc. Artisan Partners Asset Management, Inc. AssetMark Financial Holdings, Inc. Artisan Partners Asset Management, Inc. Artisan Partners Asset Management, Inc. Artisan Partners Asset Management, Inc. Blucora, Inc. Artisan Partners Asset Management, Inc. BrightSphere Investment Group Inc Brookfield Business Corp. Blucora, Inc. Brookfield Business Corp. Avantax, Inc. Brookfield Business Corp. Burford Capital Limited BrightSphere Investment Group, Inc. BrightSphere Investment Group, Inc. Brookfield Business Corp. Burford Capital Limited Cohen & Steers, Inc. Cohen & Steers, Inc. Cohen & Steers, Inc. BrightSphere Investment Group, Inc. Cohen & Steers, Inc. Diamond Hill Investment Group, Inc. Cowen Inc Diamond Hill Investment Group, Inc. Cohen & Steers, Inc. Diamond Hill Investment Group, Inc. GCM Grosvenor, Inc. Diamond Hill Investment Group, Inc. Federated Hermes, Inc. Diamond Hill Investment Group, Inc. GCM Grosvenor, Inc. Hamilton Lane Incorporated Federated Hermes, Inc. Focus Financial Partners, Inc. Federated Hermes, Inc. Hamilton Lane Incorporated P10, Inc. Focus Financial Partners, Inc. GAMCO Investors, Inc. Focus Financial Partners, Inc. Patria Investments Ltd. Patria Investments Ltd. GAMCO Investors, Inc. GCM Grosvenor, Inc. GCM Grosvenor, Inc. PJT Partners, Inc. Perella Weinberg Partners GCM Grosvenor, Inc. Greenhill & Co., Inc. Hamilton Lane Incorporated Perella Weinberg Partners PJT Partners, Inc. Greenhill & Co., Inc. Hamilton Lane Incorporated Oppenheimer Holdings Inc. P10, Inc. Silvercrest Asset Management Group Inc. Hamilton Lane Incorporated Manning & Napier, Inc. Patria Investments Ltd. Silvercrest Asset Management Group Inc. StepStone Group, Inc. MMA Capital Holdings, Inc. Oppenheimer Holdings Inc. PJT Partners, Inc. StepStone Group, Inc. Victory Capital Holdings, Inc. Oppenheimer Holdings Inc. PJT Partners, Inc. Perella Weinberg Partners Victory Capital Holdings, Inc. Virtus Investment Partners, Inc. PJT Partners, Inc. Perella Weinberg Partners P10, Inc. Virtus Investment Partners, Inc. Westwood Holdings Group, Inc. Pzena Investment Management, Inc. Pzena Investment Management, Inc. Silvercrest Asset Management Group Inc. WisdomTree, Inc. WisdomTree, Inc. Silvercrest Asset Management Group Inc. Silvercrest Asset Management Group Inc. Sculptor Capital Management, Inc. Sculptor Capital Management, Inc. Sculptor Capital Management, Inc. StepStone Group, Inc. StepStone Group, Inc. StepStone Group, Inc. Victory Capital Holdings, Inc. Virtus Investment Partners, Inc. Victory Capital Holdings, Inc. Virtus Investment Partners, Inc. Waddell & Reed Financial, Inc. Virtus Investment Partners, Inc. WisdomTree, Inc. Westwood Holdings Group, Inc. WisdomTree, Inc. WisdomTree Investments, Inc.
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Table of Contents 23 DHIL’s common shares trade on The Nasdaq Global Select Market under the ticker symbol DHIL. The following table sets forth the high and low daily close prices during each quarter of 2025 and 2024: 2025 2024 High Low QuarterlyDividend High Low QuarterlyDividend Price Price Per Share Price Price Per Share Quarter ended: March 31 $ 156.59 $ 142.84 $ 1.50 $ 166.53 $ 144.68 $ 1.50 June 30 $ 145.80 $ 125.49 $ 1.50 $ 159.18 $ 138.79 $ 1.50 September 30 $ 158.38 $ 133.40 $ 1.50 $ 163.24 $ 139.35 $ 1.50 December 31 $ 170.00 $ 114.83 $ 5.50 $ 171.89 $ 150.15 $ 1.50 Due to the relatively low trading volume of DHIL’s common shares, bid/ask spreads can be wide at times, and therefore, quoted prices may not be indicative of the price a shareholder may receive in an actual transaction. During 2025 and 2024, approximately 7,130,745 and 4,335,746, of DHIL’s common shares were traded, respectively. The approximate number of record holders of DHIL common shares as of February 26, 2026 was 70. The approximate number of beneficial holders of DHIL common shares held by brokers, banks, and other intermediaries was approximately 10,750 as of December 31, 2025. During 2025, DHIL paid a quarterly cash dividend of $1.50 per common share and a special dividend of $4.00 per common share in the fourth quarter. Pursuant to the Merger Agreement, DHIL will not pay a dividend pending the closing of the Merger. Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table sets forth information regarding repurchases of DHIL common shares during the quarter ended December 31, 2025: Period Total Number ofCommon SharesPurchased Average PricePaid PerCommon Share Total Numberof Common SharesPurchased as partof PubliclyAnnouncedPlans or Programs Approximate DollarValue of Shares thatMay Yet BePurchased Under thePlans or Programs October 1, 2025 through October 31, 2025 17,864 $ 138.90 17,177 $ 24,571,801 November 1, 2025 through November 30, 2025 — $ — — 24,571,801 December 1, 2025 through December 31, 2025 — $ — — 24,571,801 Total 17,864 $ 138.90 17,177 $ 24,571,801 The Company regularly withholds common shares for tax payments due upon the vesting of employee restricted shares. During the quarter ended December 31, 2025, the Company withheld 687 DHIL common shares for employee tax withholding obligations at an average price paid per share of $140.01. On May 10, 2023, the Board approved a repurchase plan, authorizing management to repurchase up to $50.0 million DHIL common shares (“2023 Repurchase Program”). On November 4, 2024, the Board terminated the 2023 Repurchase Program and authorized management to repurchase up to $50.0 million DHIL common shares in the open market and in private transactions in accordance with applicable securities laws (“2024 Repurchase Program”). The 2024 Repurchase Program will expire on November 4, 2026, or upon the earlier completion of all authorized purchases under the program. In connection with the 2024 Repurchase Program, DHIL entered into a Rule 10b5-1 trading arrangement. The Rule 10b5-1 trading arrangement is intended to qualify for the safe harbor under Rule 10b5-1 of the Exchange Act. A Rule 10b5-1 trading arrangement allows a company to purchase its stock at times when it would not ordinarily be in the market because of its trading policies or the possession of material nonpublic information. Because repurchases under DHIL’s Rule 10b5-1 trading arrangement are subject to specified parameters and certain price, timing, and volume restraints specified in the plan, there is no guarantee as to the exact number of common shares that will be repurchased or that there will be any repurchases at all pursuant to the plan. Purchases under the 2024 Repurchase Program may be made in the open market or through privately negotiated transactions. Purchases in the open market are intended to comply with Rule 10b-18 under the Exchange Act. In accordance with the Merger Agreement, DHIL will not repurchase its common shares under the 2024 Repurchase Program pending the closing of the Merger. (a) (b) (b) (a) (b)
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Table of Contents 1 All net asset and flow data stated in this MD&A are sourced from Morningstar, Inc. © 2025/2026 Morningstar, Inc. All rights reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is not a guarantee of future results. 24 Sale of Unregistered Securities During the quarter ended December 31, 2025, DHIL did not sell any common shares that were not registered under the Securities Act. ITEM 6. [Reserved] ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations In this Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), the Company discusses and analyzes its consolidated results of operations for the past three fiscal years and other factors that may affect its future financial performance. This discussion should be read in conjunction with the Company’s consolidated financial statements and notes to consolidated financial statements contained in this Form 10-K. Certain statements the Company makes under this MD&A constitute “forward-looking statements” under the PSLR Act. See “Cautionary Note Regarding Forward-Looking Statements” in Part I, Item 1. You should also consider the Company’s forward-looking statements in light of the risks discussed in Part I, Item 1A, as well as the Company’s consolidated financial statements, related notes and other financial information appearing elsewhere in this Form 10-K and its other filings with the SEC. Business Environment1 The performances of the U.S. and international equity markets, as well as the U.S. fixed income market, has a direct impact on the Company’s operations and financial position. Returns of several major equity and fixed income market indexes for 2025 were as follows: 2025 Russell 1000 Index 17.37% Russell 2000 Index 12.81% Russell 3000 Index 17.15% MSCI ACWI ex USA Index 32.39% Bloomberg Barclays U.S. Aggregate Index 7.30% Bloomberg Barclays U.S. 1-3 Yr. Gov./Credit Index 5.35% Equity Market Conditions The U.S. equity markets experienced gains in 2025. The Russell 3000 Index rose 17.15%, driven by large-cap stocks rising 17.37%, while mid-cap stocks gained 10.60% and small-cap stocks increased 12.81%. Growth stocks outperformed value stocks for the third consecutive year, continuing the trend observed for most of the last decade. The Russell 1000 Growth Index (R1000G) returned 18.56%, exceeding the Russell 1000 Value Index (R1000V) by 2.65%, percentage points (15.91%). While growth stocks were still ahead, this difference was significantly less than in each of the prior two years. The performance gap was similarly narrower in smaller capitalization stocks, with the Russell 2000 Growth Index outperforming the Russell 2000 Value Index by less than a percentage point. The MSCI ACWI ex-U.S. Index increased 32.39% in 2025, marking a third consecutive year of gains and for the first time since 2022, outperformed U.S. Equity markets.
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Table of Contents 25 Fixed Income Market Conditions The Bloomberg U.S. Aggregate Bond index returned 7.30% during 2025, the best annual performance for the index since 2020. After lowering the federal funds rate by 100 basis points in 2024 the Board of Governors of the Federal Reserve System cut rates three times in 2025 for a total decrease of 75 basis points. Inflation ended the year slightly lower at 2.6% compared to year end 2024 at 2.9%. The 2-year Treasury yield fell 77 basis points during the year from 4.25% to 3.48% while the 30-year Treasury yield increased 6.2 basis points from 4.78% to 4.84%, pushing the spread between the two to 137 basis points, the highest level since 2021. Investment Flows and Market Trends Total mutual fund and ETF inflows reached $765 billion in 2025, the second-highest annual inflow recorded in the past 25 years. Passively managed strategies accounted for $951 billion in inflows, while actively managed funds experienced $186 billion in outflows. Investors allocated $1.5 trillion to ETFs, while mutual funds saw $693 billion in outflows, continuing a multi-year trend of preference for ETFs. Within U.S. equities, the share of actively managed fund assets has declined from 47% in 2020 to 35% in 2025. Large-cap ETFs received $556 billion in inflows, while large-cap mutual funds saw $448 billion in outflows. International equity funds brought in $57 billion, the highest amount of inflows since 2021, following stronger relative returns of international equities compared to U.S. stocks. In fixed income, taxable bond funds had a record $541 billion in inflows, which represented over 70% of total mutual fund and ETF flows. The conservative Ultrashort Bond category took in $105 billion of these flows reflecting investor’s fears of inflation and market volatility. The market for actively managed ETFs continued to expand with hundreds of new products introduced and multiple mutual funds converted into ETFs. Active ETFs brought in $453 billion in inflows, representing 45% of total ETF flows, a significant increase from prior years. Shifts in Investment Vehicles and Distribution Investment vehicle preferences continued to change, with increased use of SMAs and model delivery programs. These options offer tax efficiency and customization, leading to broader adoption among institutional and high-net-worth investors. Other investment structures, such as closed-end registered investment companies, CITs, private funds, and other pooled vehicles, remain relevant. Private market allocations within both retail and institutional investor portfolios have continued to grow. Investment Results It is imperative that the Company generate strong long-term investment results. Strong investment performance is the key driver of long- term success and meaningfully influences the Company’s ability to attract and retain clients. The equity strategies offered by the Company have generally tended to deliver attractive absolute returns, but the market environment over the last few years has made relative performance more challenging. Trailing returns presented in the format below tend to be highly end- point sensitive, which means short periods of sharp underperformance can weigh on a strategy’s long-term track record. Because the Large Cap Composite represents 49% of Firm assets, its recent underperformance in the second half of 2025 has had a significant impact on several rows in the summary table below.
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Table of Contents 26 Below is a summary of the performance of the Proprietary Funds compared to their respective Morningstar categories and the Company’s investment strategy composite returns compared to their respective benchmarks. Note that a number of the Company’s strategies do not yet have a 10-year track record. To see more detail, a table is included below these illustrations which provides information on inception date, performance since inception, and the U.S. equity strategies' performance relative to the Core and Value benchmarks. 1 Year 3 Year 5 Year 10 Year Inception % Funds Outperform Morningstar Category Average 66.7% 55.6% 66.7% 33.3% 88.9% % Assets Outperform Morningstar Category Average 38.7% 60.1% 60.9% 28.2% 99.6% % Composites Outperform Performance Benchmark 57.1% 46.2% 70.0% 14.3% 78.6% % Assets Outperform Performance Benchmark 44.7% 33.5% 44.0% 0.6% 82.9% % Composites Outperform Supplemental Benchmark 28.6% 28.6% 42.9% 14.3% 57.1% % Assets Outperform Supplemental Benchmark 18.0% 4.9% 18.0% 3.4% 25.6% Source: © 2025 Morningstar, Inc. All rights reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is not a guarantee of future results. The total number of funds included in the 1-, 3-, 5-, and 10-year periods are 9, 9, 9, and 6, respectively. The percentage of Proprietary Fund assets that outperform is based on the Proprietary Fund assets as of December 31, 2025. Total fund assets for the 1-, 3-, 5-, and 10- year periods are $18.5 billion, $18.5 billion, $18.5 billion, and $10.4 billion, respectively, which represents between 35% and 63% of total Company assets for each period. The percentage of the Company’s composites that outperform their benchmark includes all its composites (excluding Long-Duration Treasury) versus the performance benchmark for each composite, except for the Long-Short Composite which uses a blended index that is a 60%/40% weighted blend of the Russell 1000 Index and the Bloomberg U.S. Treasury Bills 1-3 Month Index as of December 31, 2024. The percentage of composite assets that outperform is based on total Company composite assets as of December 31, 2025, excluding wrap fee accounts and restricted accounts. Composite net returns are calculated using the highest applicable standard separate account fee schedule. Total composite assets for the 1-, 3-, 5-, and 10-year periods are $26.9 billion, $26.8 billion, $26.4 billion, and $17.9 billion, respectively, which represents between 61% and 92% of total Company assets for each period.
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Table of Contents 27 While the Company’s equity-focused strategies use core benchmarks to evaluate investment performance over full market cycles, many clients also compare the Company's results to value benchmarks. The following is a summary of the investment returns for each of the Company’s strategies as of December 31, 2025, relative to their respective core and value indices, as applicable. As of December 31, 2025 U.S. Equity Composites Inception 1 Year 3 Year 5 Year 10 Year SinceInception Diamond Hill Large Cap 6/30/2001 5.55% 10.37% 7.94% 10.22% 8.98% Russell 1000 Index 17.37% 22.74% 13.59% 14.59% 9.41% Russell 1000 Value Index 15.91% 13.90% 11.33% 10.53% 7.92% Diamond Hill Large Cap Concentrated 12/31/2011 8.56% 13.10% 9.75% 11.46% 11.91% Russell 1000 Index 17.37% 22.74% 13.59% 14.59% 9.41% Russell 1000 Value Index 15.91% 13.90% 11.33% 10.53% 7.92% Diamond Hill Mid Cap 12/31/2013 13.47% 11.31% 9.51% 8.66% 7.92% Russell Midcap Index 10.60% 14.36% 8.67% 11.01% 10.00% Russell Midcap Value Index 11.05% 12.27% 9.83% 9.78% 8.89% Diamond Hill Small-Mid Cap 12/31/2005 8.54% 9.44% 8.26% 8.02% 8.33% Russell 2500 Index 11.91% 13.75% 7.26% 10.40% 8.97% Russell 2500 Value Index 12.73% 13.21% 10.02% 9.72% 8.10% Diamond Hill Small Cap 12/31/2000 11.93% 16.08% 12.16% 8.85% 10.11% Russell 2000 Index 12.81% 13.73% 6.09% 9.62% 8.21% Russell 2000 Value Index 12.59% 11.73% 8.88% 9.27% 8.61% Diamond Hill Select 6/30/2000 13.64% 18.86% 13.17% 12.48% 10.73% Russell 3000 Index 17.15% 22.25% 13.15% 14.29% 8.31% Russell 3000 Value Index 15.71% 13.77% 11.18% 10.46% 8.10% Diamond Hill Micro Cap 9/30/2021 31.20% 27.07% N/A N/A 18.42% Russell Micro Cap Index 22.98% 15.20% N/A N/A 3.58% Alternative Composites Diamond Hill Long-Short 6/30/2000 19.86% 14.59% 10.76% 8.70% 7.82% 60% Russell 1000 Index / 40% BofA ML U.S. T-Bill 0-3 Month Index 12.12% 15.50% 9.64% 9.78% 6.01% International Composites Diamond Hill International 12/31/2016 28.41% 16.47% 9.08% N/A 10.26% MSCI ACWI ex USA Index 32.39% 17.33% 7.91% N/A 8.86% Fixed Income Composites Diamond Hill Short Duration Securitized Bond 7/31/2016 6.67% 8.34% 4.80% N/A 4.29% Bloomberg Barclays U.S. 1-3 Yr. Gov./Credit Index 5.35% 4.77% 1.97% N/A 2.04% Diamond Hill Core Bond 7/31/2016 7.38% 5.89% 0.77% N/A 2.46% Bloomberg Barclays U.S. Aggregate Index 7.30% 4.66% (0.36)% N/A 1.51% Diamond Hill Securitized Credit Composite 10/31/2024 12.87% N/A N/A N/A 13.15% Diamond Hill Core Plus Composite 12/31/2024 8.30% N/A N/A N/A 8.30% Bloomberg US Aggregate Bond Index 7.30% N/A N/A N/A 7.30% - Composite returns are net of fees. - Index returns do not reflect any fees.
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Table of Contents 28 Key Financial Performance Indicators There are a variety of key performance indicators that the Company monitors to evaluate its business results. The following table presents the results of certain key performance indicators over the past three fiscal years: For the Years Ended December 31, 2025 2024 2023 Ending AUM and AUA (in millions) $ 30,962 $ 31,925 $ 29,164 Average AUM and AUA (in millions) 31,836 31,610 27,321 Net cash outflows (in millions) (2,741) (289) (494) Total revenue (in thousands) 147,098 151,095 136,716 Net operating income 36,736 43,892 35,504 Adjusted net operating income $ 43,046 $ 48,696 $ 41,434 Average advisory fee rate 0.44% 0.45% 0.47% Net operating profit margin 25% 29% 26% Adjusted net operating profit margin 29% 32% 30% Adjusted net operating income and adjusted net operating profit margin are non-GAAP financial measures. See the “Non-GAAP Financial Measures and Reconciliation” section in this MD&A for the definitions of “GAAP” and “non-GAAP” as well as a reconciliation of non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP. Assets Under Management The Company derives revenue primarily from DHCM’s investment advisory and administration fees. Investment advisory and administration fees paid to DHCM are generally based on the value of the investment portfolios it manages and fluctuate with changes in the total value of its AUM. The Company, through DHCM, recognizes revenue when DHCM satisfies its performance obligations under the terms of a contract with a client. Model Delivery Programs - Assets Under Advisement DHCM provides strategy-specific model portfolios to sponsors of model delivery programs. DHCM is paid for its services by the program sponsor at a pre-determined rate based on AUA in the model delivery programs. DHCM does not have discretionary investment authority over individual client accounts in model delivery programs, and therefore, the AUA is not included in the Company’s AUM. The Company’s revenues are highly dependent on both the value and composition of AUM and AUA. The following is a summary of the Company’s AUM by product and investment objective, a roll-forward of the change in AUM, and a summary of AUA for 2025, 2024, and 2023: Assets Under Management and Assets Under Advisement As of December 31, (in millions) 2025 2024 2023 Proprietary Funds $ 18,785 $ 18,097 $ 15,879 Separately managed accounts 5,110 6,108 6,617 Other pooled vehicles 3,746 3,860 3,563 Collective investment trusts 1,741 1,947 1,359 Total AUM 29,382 30,012 27,418 Total AUA 1,580 1,913 1,746 Total AUM and AUA $ 30,962 $ 31,925 $ 29,164 (a) (a) (a)
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Table of Contents 29 Assets Under Management by Investment Strategy As of December 31, (in millions) 2025 2024 2023 U.S. Equity Large Cap $ 14,398 $ 17,702 $ 17,307 Small-Mid Cap 1,374 2,009 2,588 Mid Cap 882 1,082 1,023 Select 778 755 593 Small Cap 264 253 255 Large Cap Concentrated 190 129 98 Micro Cap 46 33 21 Total U.S. Equity 17,932 21,963 21,885 Alternatives Long-Short 2,344 1,684 1,725 Total Alternatives 2,344 1,684 1,725 International Equity International 161 141 109 Total International Equity 161 141 109 Fixed Income Short Duration Securitized Bond 5,064 3,732 1,948 Core Fixed Income 3,691 2,416 1,735 Securitized Credit 133 52 — Securitized Total Return 31 — — Long Duration Treasury 26 24 26 Total Fixed Income 8,945 6,224 3,709 Total All Strategies 29,382 30,012 27,428 (Less: Investments in affiliated funds) — — (10) Total AUM 29,382 30,012 27,418 Total AUA 1,580 1,913 1,746 Total AUM and AUA $ 30,962 $ 31,925 $ 29,164 Certain of the Proprietary Funds own shares of the Diamond Hill Short Duration Securitized Bond Fund. The Company reduces the total AUM of each Proprietary Fund that holds such shares by the AUM of the investments held in this affiliated fund. AUA is primarily comprised of model portfolio assets related to the Large Cap and Select strategies. (a) (b) (a) (b)
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Table of Contents 30 Change in Assets Under Management For the YearEnded December 31, (in millions) 2025 2024 2023 AUM at beginning of the year $ 30,012 $ 27,418 $ 24,763 Net cash inflows (outflows) Proprietary Funds (613) 726 (599) Separately managed accounts (1,341) (1,269) (416) Collective investment trusts (306) 403 153 Other pooled vehicles (481) (149) 368 (2,741) (289) (494) Net market appreciation and income 2,111 2,883 3,149 Increase (decrease) during the year (630) 2,594 2,655 AUM at end of the year 29,382 30,012 27,418 AUA at end of the year 1,580 1,913 1,746 Total AUM and AUA at end of year $ 30,962 $ 31,925 $ 29,164 Average AUM during the year $ 30,039 $ 29,718 $ 25,552 Average AUA during the year 1,797 1,892 1,769 Total Average AUM and AUA during the year $ 31,836 $ 31,610 $ 27,321 Net Cash Inflows (Outflows) Further Breakdown For the Year Ended December 31, (in millions) 2025 2024 2023 Net cash inflows (outflows) Equity $ (5,031) $ (2,544) $ (1,865) Fixed Income 2,290 2,255 1,371 $ (2,741) $ (289) $ (494) 2025 Discussion of Net Cash Outflows Flows out of the Company’s equity strategies were largely driven by flows out of its Large Cap, Small-Mid Cap, and Mid Cap strategies, which experienced net outflows of $4.1 billion, $0.7 billion, and $0.4 billion, respectively, partially offset by $0.3 of inflows from the Long-Short strategy. Outflows from the equity strategies were partially offset by fixed income net inflows of $2.3 billion, largely driven by flows into the Core Bond and Short Duration strategies, which both experienced net inflows of $1.1 billion. Trend in Net Cash Outflows and Potential Impact on Results of Operations Net cash outflows during 2025 continued to be concentrated in the Company’s equity strategies, particularly within its Large Cap strategy. As discussed above, Large Cap experienced net outflows of $4.1 billion during 2025, primarily reflecting client rebalancing activity, asset allocation shifts away from actively managed U.S. equities, and mandate-specific redemptions from certain institutional and intermediary clients. Net outflows were also influenced by relative investment performance, which trailed both core and value benchmarks and peer strategies during 2025, which contributed to elevated redemption activity. This marks the fourth consecutive year of outflows in the Large Cap strategy. Large Cap has historically represented a significant portion of the Company’s total AUM and investment advisory fee revenue (49% of AUM and 52% of advisory fee revenues as of December 31, 2025). As a result, sustained net outflows in this strategy could negatively impact operating results if not offset by market appreciation, asset growth in other strategies, changes in product mix, or expense management initiatives. Management continues to focus on diversification of the Company’s asset base and alignment of resources with areas of client demand; however, there can be no assurance that such efforts will be sufficient to offset continued net outflows in Large Cap. 2024 Discussion of Net Cash Outflows
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Table of Contents 31 Flows out of the Company’s equity strategies in 2024 were largely driven by flows out of its Large Cap and Small-Mid Cap strategies, which experienced net outflows of $1.6 billion and $0.8 billion, respectively. Outflows from the equity strategies were partially offset by fixed income net inflows of $2.3 billion, largely driven by flows into the Short Duration and Core Bond strategies, which experienced net inflows of $1.6 billion and $0.6 billion, respectively. 2023 Discussion of Net Cash Outflows Flows out of the Company’s equity strategies in 2023 were largely driven by flows out of its Large Cap strategy, which experienced net outflows of $1.4 billion. Net outflows from the Company’s other equity strategies totaled approximately $0.5 billion. Outflows from the equity strategies in 2023 were partially offset by fixed income net inflows of $1.4 billion into the Company’s fixed income strategies. For additional information regarding the risks associated with net cash outflows, client concentration, and changes in assets under management, see “Risk Factors — A significant portion of DHCM’s revenues is concentrated in a limited number of Proprietary Funds and strategies, particularly the Diamond Hill Large Cap strategy, and declines in assets under management, investment performance, or client flows could materially and adversely affect our results.” Consolidated Results of Operations The following is a table and discussion of the Company’s consolidated results of operations. (in thousands, except per share amounts and percentages) 2025 2024 % Change 2024 2023 % Change Total revenue $ 147,098 $ 151,095 (3)% $ 151,095 $ 136,716 11% Net operating income 36,736 43,892 (16)% 43,892 35,504 24% Adjusted net operating income 43,046 48,696 (12)% 48,696 41,434 18% Investment income, net 30,545 15,119 102% 15,119 23,071 (34)% Income tax expense 17,921 15,833 13% 15,833 15,490 2% Net income attributable to common shareholders 48,762 43,178 13% 43,178 42,226 2% Earnings per share attributable to common shareholders (diluted) $ 17.91 $ 15.66 14% $ 15.66 $ 14.32 9% Adjusted earnings per share attributable to common shareholders (diluted) $ 11.56 $ 12.92 (11)% $ 12.92 $ 10.28 26% Net operating profit margin 25% 29% NM 29% 26% NM Adjusted net operating profit margin 29% 32% NM 32% 30% NM Adjusted net operating income, adjusted earnings per share attributable to common shareholders (diluted), and adjusted net operating profit margin are non-GAAP financial measures. See the “Non-GAAP Financial Measures and Reconciliation” section within this Form 10-K for the definition of “non-GAAP” and a reconciliation of the non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP. Summary Discussion of Consolidated Results of Operations - 2025 Compared to 2024 Revenue for 2025 decreased $4.0 million compared to 2024, primarily due to a decrease in the average advisory fee rate from 0.45% in 2024 to 0.44% in 2025, reflecting changes in asset mix, including growth in lower-fee fixed income strategies relative to higher-fee equity strategies, partially offset by a 1% increase in total average AUM and AUA. Refer to the “Revenue” section below in this MD&A for further details on the decrease in the average advisory fee rate. Operating profit margin was 25% for 2025 and 29% for 2024. The decrease in operating profit margin was primarily driven by an increase in selling, general and administrative expenses (3% of the 4% margin decrease) and deferred compensation expense (1% of the 4% margin decrease). Included in selling, general and administrative expenses were $2.9 million of transaction-related expenses associated with the Company's pending merger with First Eagle, which reduced operating profit margin by approximately 2%. (a) (a) (a) (a)
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Table of Contents 32 Adjusted net operating profit margin was 29% for 2025 and 32% for 2024. Adjusted net operating profit margin excludes the impact of market movements on the deferred compensation liability and related economic hedges, and the impact of the Proprietary Funds consolidated during the period. Refer to Note 2 to the consolidated financial statements for a detailed description of the funds that are consolidated during the period. Refer to the “Non-GAAP Financial Measures and Reconciliation” section below in this MD&A for further details on adjusted net operating profit margin. The Company expects that its operating margin will fluctuate from period to period based on various factors, including revenues, investment results in the strategies the Company manages, employee performance, staffing levels, and gains and losses on investments held in the Diamond Hill Fixed Term Deferred Compensation Plan and the Diamond Hill Variable Term Deferred Compensation Plan (together, the “Deferred Compensation Plans”). The Company had $30.5 million in investment income in 2025, compared to $15.1 million in investment income in 2024. The increase in investment income reflects favorable market conditions during 2025, including higher equity market returns and improved performance across portions of the fixed income markets, which positively impacted the value of the Company’s investment portfolio. Income tax expense increased $2.1 million in 2025, compared to 2024. The increase in income tax expense was primarily due to an increase in the Company’s income before taxes. The Company generated net income attributable to common shareholders of $48.8 million ($17.91 per diluted share) for 2025, compared to $43.2 million ($15.66 per diluted share) for 2024. The year-over-year increase in net income attributable to common shareholders was primarily due to an increase in investment income in 2025 compared to 2024, partially offset by a decrease in operating income. Summary Discussion of Consolidated Results of Operations - 2024 Compared to 2023 Revenue for 2024 increased $14.4 million compared to 2023, primarily due to a 16% increase in total average AUM and AUA, partially offset by a decrease in the average advisory fee rate from 0.47% in 2023 to 0.45% in 2024. Refer to the “Revenue” section below in this MD&A for further details on the decrease in the average advisory fee rate. Operating profit margin was 29% for 2024 and 26% for 2023. The increase in operating profit margin was primarily driven by compensation, and related costs, excluding deferred compensation expense (2% of the 3% margin increase) and deferred compensation expense (1% of the 3% margin increase). Adjusted net operating profit margin was 32% for 2024 and 30% for 2023. Adjusted net operating profit margin excludes the impact of market movements on the deferred compensation liability and related economic hedges, and the impact of the Proprietary Funds consolidated during the period. The Company had $15.1 million in investment income due to market appreciation in 2024, compared to $23.1 million in investment income due to market appreciation in 2023. Income tax expense increased $0.3 million in 2024, compared to 2023. The increase in income tax expense was due to an increase in the Company’s income before taxes, and an increase in its effective tax rate from 26.4% to 26.8% year over year. The increase in the Company’s effective tax rate in 2024 was due to the impact attributable to redeemable noncontrolling interests. The Company generated net income attributable to common shareholders of $43.2 million ($15.66 per diluted share) for 2024, compared to $42.2 million ($14.32 per diluted share) for 2023. The year-over-year increase in net income attributable to common shareholders was primarily due to an increase in revenues and was partially offset by lower investment income in 2024 compared to higher investment income in 2023. Revenue (in thousands, except percentages) 2025 2024 % Change 2024 2023 % Change Investment advisory $ 139,869 $ 143,342 (2)% $ 143,342 $ 129,180 11% Fund administration, net 7,229 7,753 (7)% 7,753 7,536 3% Total $ 147,098 $ 151,095 (3)% $ 151,095 $ 136,716 11%
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Table of Contents 33 Revenue - 2025 Compared to 2024 Investment Advisory Fees. Investment advisory fees decreased by $3.5 million or 2%, from 2024 to 2025. Investment advisory fees are calculated as a percentage of the market value of client accounts at contractual fee rates, which vary by investment product. The decrease in investment advisory fees was primarily due to a decrease in the average advisory fee rate from 0.45% to 0.44% period over period, partially offset by a slight increase in total average AUM and AUA of 1%. The average advisory fee rate for equity assets remained flat at 0.48% in 2024 and 2025. The average advisory fee rate for fixed income assets increased from 0.30% in 2024 to 0.33% in 2025. The decrease in the total average advisory fee rate was due to the growth in fixed income assets, which increased from 15% of total average AUM and AUA in 2024, to 24% in 2025. The average advisory fee rate is calculated by dividing investment advisory revenues by total average AUM and AUA during the period. If the trend in the growth in fixed income assets as a percentage of total assets continues, the total average advisory fee rate could continue to decline. Fund Administration Fees. Fund administration fees decreased $0.5 million, or 7%, from 2024 compared to 2025. Fund administration fees include administration fees received from the Proprietary Funds, which are calculated as a percentage of the funds’ average AUM. This decrease was primarily due to an increase in administration fees paid on behalf of the funds as a percentage of average fund AUM in part due to the expense of new funds added during the period, partially offset by the impact of a 9% increase in the Proprietary Funds’ average AUM from 2024 compared to 2025. Revenue - 2024 Compared to 2023 Investment Advisory Fees. Investment advisory fees increased by $14.2 million, or 11%, from 2023 to 2024. The increase in investment advisory fees was primarily due to an increase in total average AUM and AUA of 16%, partially offset by a decrease in the average advisory fee rate from 0.47% to 0.45% period over period. The average advisory fee rate for equity assets decreased from 0.49% in 2023 to 0.48% in 2024, and the average advisory fee rate for fixed income assets remained unchanged at 0.30% in 2023 and 2024. The decrease in the total average advisory fee rate was due to the growth in fixed income assets, which increased from 11% of total average AUM and AUA in 2023, to 15% in 2024. The average advisory fee rate is calculated by dividing investment advisory revenues by total average AUM and AUA during the period. Fund Administration Fees. Fund administration fees increased $0.2 million, or 3%, from 2023 compared to 2024. Fund administration fees include administration fees received from the Proprietary Funds, which are calculated as a percentage of the funds’ average AUM. This increase was primarily due to the impact of a 15% increase in the Proprietary Funds’ average AUM from 2023 compared to 2024, partially offset by an increase in administration fees paid on behalf of the funds as a percentage of average fund AUM. Expenses (in thousands, except percentages) 2025 2024 % Change 2024 2023 % Change Compensation and related costs, excluding deferred compensation expense $ 72,468 $ 74,589 (3)% $ 74,589 $ 70,731 5% Deferred compensation expense 6,095 4,776 28% 4,776 5,600 (15)% General and administrative 19,670 16,785 17% 16,785 14,935 12% Sales and marketing 8,202 7,510 9% 7,510 6,684 12% Fund administration 3,927 3,543 11% 3,543 3,262 9% Total $ 110,362 $ 107,203 3% $ 107,203 $ 101,212 6%
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Table of Contents 34 Expenses - 2025 Compared to 2024 Compensation and Related Costs, Excluding Deferred Compensation Expense. Employee compensation and related costs (excluding deferred compensation expense) decreased by $2.1 million in 2025. This decrease is due to a decrease in incentive compensation of $3.6 million and a decrease in severance expense of $0.7 million, partially offset by an increase in restricted shares expense of $1.6 million and an increase in salary and related benefits of $0.6 million. On average, the Company had 125 employees in 2025 and 128 employees in 2024. Incentive compensation expense can fluctuate significantly period over period as the Company evaluates investment performance, individual performance, its own performance, and other factors. Deferred Compensation Expense. Deferred compensation expense was $6.1 million for 2025 compared to $4.8 million for 2024, primarily due to an increase in market appreciation on the Deferred Compensation Plans’ investments in 2025 compared to 2024. The gain (loss) on the Deferred Compensation Plans’ investments increases (decreases) deferred compensation expense (benefit) and is included in operating income. Deferred compensation expense (benefit) is offset by an equal amount in investment income (loss) below net operating income on the consolidated statements of income, and thus, has no impact on net income attributable to the Company. General and Administrative. General and administrative expenses increased by $2.9 million, or 17%, from 2024 compared to 2025. This increase was primarily due to transaction costs of $2.9 million related to the Company’s proposed merger with First Eagle. Sales and Marketing. Sales and marketing expenses increased by $0.7 million, or 9%, from 2024 compared to 2025. The increase was primarily due to a $0.5 million increase in payments made to third-party intermediaries as a result of the increase in the Proprietary Funds’ average AUM period over period and a $0.2 million increase in distribution data costs for technology utilized by the sales and marketing teams. Fund Administration. Fund administration expenses increased by $0.4 million, or 11%, from 2024 compared to 2025. Fund administration expenses consist of both variable and fixed expenses. The variable expenses are based on Proprietary Fund AUM levels and the number of shareholder accounts. The increase was due to an increase in variable expenses as a result of a 9% increase in the Proprietary Funds’ average AUM period over period. Expenses - 2024 Compared to 2023 Compensation and Related Costs, Excluding Deferred Compensation Expense. Employee compensation and related costs (excluding deferred compensation expense) increased by $3.9 million in 2024. This increase is due to an increase in incentive compensation of $1.8 million, an increase in salary and related benefits of $1.0 million, an increase in severance expense of $0.9 million, and an increase in restricted shares expense of $0.2 million. On average, the Company had 128 employees in 2024 and 129 employees in 2023. Incentive compensation expense can fluctuate significantly period over period as the Company evaluates investment performance, individual performance, its own performance, and other factors. Deferred Compensation Expense. Deferred compensation expense was $4.8 million for 2024 compared to an expense of $5.6 million for 2023, primarily due to a decrease in market appreciation on the Deferred Compensation Plans’ investments in 2024 compared to 2023. General and Administrative. General and administrative expenses increased by $1.8 million, or 12%, from 2023 compared to 2024. This increase was primarily due to a $1.5 million increase in expenses to support improvements to the Company’s research management system, cloud data platform and overall technology support, and an increase in investment research-related expenses of $0.3 million. Sales and Marketing. Sales and marketing expenses increased by $0.8 million, or 12%, from 2023 compared to 2024. The increase was primarily due to an increase in payments made to third-party intermediaries as a result of the increase in the Proprietary Funds’ average AUM period over period. Fund Administration. Fund administration expenses increased by less than $0.1 million, or 9%, from 2023 compared to 2024. Fund administration expenses consist of both variable and fixed expenses. The variable expenses are based on Proprietary Fund AUM levels
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Table of Contents 35 and the number of shareholder accounts. The increase was due to an increase in variable expenses as a result of the increase in the Proprietary Funds’ average AUM period over period. Liquidity and Capital Resources Sources of Liquidity The Company’s current financial condition is liquid, with a significant amount of its assets comprised of cash and cash equivalents, investments, accounts receivable, and other current assets. The Company’s main source of liquidity is cash flows from operating activities, which are generated from investment advisory and fund administration fees. Cash and cash equivalents, investments held directly by DHCM, accounts receivable, and other current assets represented $200.4 million and $187.4 million of total assets as of December 31, 2025, and 2024, respectively. The Company believes that these sources of liquidity, as well as its continuing cash flows from operating activities, will be sufficient to meet its current and future operating needs for the next 12 months and beyond. Uses of Liquidity The Company’s primary uses of liquidity include funding operating expenses, seed capital investments in new and existing investment strategies, capital expenditures, and the return of capital to shareholders through dividends and share repurchases. In connection with the execution of the Merger Agreement, the Company is subject to customary interim operating covenants that restrict certain actions prior to the completion or termination of the Merger Agreement. Among other things, these covenants prohibit the Company, without the prior written consent of First Eagle, from declaring or paying dividends, repurchasing DHIL common shares, issuing equity securities, or making, increasing, reducing, redeeming, or otherwise modifying seed capital investments. As a result of these restrictions, the Company does not expect to make dividend payments, repurchase DHIL common shares, issue equity securities, or initiate, redeem, or materially modify seed capital investments prior to the consummation or termination of the Merger. Share Repurchases On November 4, 2024, the Board approved the 2024 Repurchase Program. The 2024 Repurchase Program authorizes management to repurchase up to $50.0 million of DHIL’s common shares in the open market and in private transactions in accordance with applicable securities laws. The 2024 Repurchase Program will expire on May 4, 2026, or upon the earlier completion of all authorized purchases under the program. As of December 31, 2025, $24.6 million remained available for repurchases under the 2024 Repurchase Program. Prior to the approval of the 2024 Repurchase Program, the Company repurchased shares under similar repurchase programs. The authority to repurchase shares may be exercised from time to time as market conditions warrant and is subject to regulatory constraints. The timing, amount, and other terms and conditions of any repurchases will be determined by management in its discretion based on a variety of factors, including the market price of such shares, corporate considerations, general market and economic conditions, and applicable legal requirements. The Company is restricted from repurchasing shares during the pendency of the Merger pursuant to the terms of the Merger Agreement. The following table summarizes the Company’s annual share repurchase transactions: Year Total Numberof SharesPurchased Average PricePaid Per SharePurchased Purchase Price ofSharesPurchased 2025 120,081 $ 140.61 $ 16,884,763 2024 195,224 154.92 30,244,638 2023 212,638 162.81 34,619,944 Total 527,943 $ 154.85 $ 81,749,345
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Table of Contents 36 Dividends Fiscal 2025 was the 18th consecutive year that the Company paid a dividend. A summary of cash dividends paid during the years ended December 31, 2025, 2024, and 2023 is presented below: Year Regular DividendPer Share Regular Dividend Total Special Dividend Per Share Special Dividend Total Total DividendPer Share Total Dividends 2025 $ 6.00 $ 16,364,513 $ 4.00 $ 10,821,180 $ 10.00 $ 27,185,693 2024 $ 6.00 16,530,676 $ — — $ 6.00 16,530,676 2023 $ 6.00 17,676,364 $ — — $ 6.00 17,676,364 Total $ 50,571,553 $ 10,821,180 $ 61,392,733 Under the Merger Agreement, the Company is restricted from declaring or paying dividends during the period from the signing of the Merger Agreement to the completion or termination of the Merger. As a result, the Company does not expect to declare or pay additional dividends prior to the consummation of the Merger. Working Capital As of December 31, 2025, the Company had working capital of approximately $165.6 million, compared to $150.4 million as of December 31, 2024. Working capital includes cash and cash equivalents, accounts receivable, investments (excluding those held in the Deferred Compensation Plans), and other current assets of DHCM, net of accounts payable and accrued expenses, accrued incentive compensation, and other current DHCM liabilities. The Company had no debt and the Company believes its available working capital is sufficient to cover current expenses and presently anticipated capital expenditures. Below is a summary of investments as of December 31, 2025 and 2024: As of December 31, 2025 2024 Corporate Investments: Diamond Hill Core Plus Bond Fund $ 38,206,453 $ 35,294,858 Diamond Hill International Fund 34,312,222 54,887,433 Diamond Hill Securitized Total Return Fund 31,162,977 — Diamond Hill Large Cap Concentrated ETF (a) 15,428,638 — Diamond Hill Large Cap Concentrated Fund (a) — 14,180,828 Diamond Hill Micro Cap Fund, LP 14,792,139 15,978,910 Diamond Hill Securitized Credit Fund 985,200 117,266 Total Corporate Investments 134,887,629 120,459,295 Deferred Compensation Plan Investments in the Funds 42,510,592 39,129,093 Total investments held by DHCM 177,398,221 159,588,388 Redeemable noncontrolling interest in the Consolidated Fund(s) — 164,593 Total Investments $ 177,398,221 $ 159,752,981 (a) During the third quarter of 2025, the Company's investment in the Diamond Hill Large Cap Concentrated Fund was converted into an investment in the Diamond Hill Large Cap Concentrated ETF through a tax-free, in-kind exchange of mutual fund shares for ETF shares pursuant to the fund's Plan of Reorganization.
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Table of Contents 37 Cash Flow Analysis Cash Flows from Operating Activities The Company’s cash flows from operating activities are calculated by adjusting net income to reflect other significant operating sources and uses of cash, certain significant non-cash items (such as share-based compensation), and timing differences in the cash settlement of operating assets and liabilities. The Company expects that cash flows provided by operating activities will continue to serve as its primary source of working capital. Cash flows attributable to the Consolidated Funds primarily reflect changes in the underlying investment portfolios of those funds and, as such, do not impact the Company’s core operations, liquidity, or ability to fund its operating activities, as the assets and cash flows of the Consolidated Funds are not available for general corporate purposes. In 2025, net cash used in operating activities totaled $6.6 million. Cash flows used in operating activities were primarily driven by net investment purchase activity by the Consolidated Funds of $53.0 million and the cash impact of timing differences in the settlement of other assets and liabilities of $17.6 million. These outflows were partially offset by net income of $49.4 million as well as non-cash adjustments added back to net income consisting of share-based compensation of $13.4 million and depreciation of $1.2 million. In 2024, net cash provided by operating activities totaled $16.6 million. Cash provided by operating activities was primarily driven by net income of $43.2 million as well as non-cash adjustments added back to net income consisting of share-based compensation of $11.8 million and depreciation of $1.2 million. These cash inflows were partially offset by the net change in securities held by the Consolidated Funds of $35.8 million and the cash impact of timing differences in the settlement of other assets and liabilities of $3.8 million. Net cash provided by operating activities of $16.6 million was inclusive of $35.9 million of cash used in operations by the Consolidated Funds. In 2023, net cash provided by operating activities totaled $34.7 million. Cash provided by operating activities was primarily driven by net income of $43.1 million as well as non-cash adjustments added back to net income consisting of share-based compensation of $11.7 million and depreciation of $1.3 million. These cash inflows were partially offset by the net change in securities held by the Consolidated Funds of $10.9 million and the cash impact of timing differences in the settlement of other assets and liabilities of $10.5 million. Net cash provided by operating activities of $34.7 million was inclusive of $9.8 million of cash used in operations by the Consolidated Funds. Cash Flows from Investing Activities The Company’s cash flows from investing activities consist primarily of capital expenditures and purchases and redemptions in its investment portfolio. Cash flows provided by investing activities totaled $32.8 million in 2025. Cash flows provided by investing activities were driven by proceeds from the sale of Company-sponsored investments totaling $46.7 million, partially offset by purchases of Company-sponsored investments of $11.5 million and purchases of property and equipment of $2.4 million. Cash flows provided by investing activities totaled $30.5 million in 2024. Cash flows provided by investing activities were driven by proceeds from the sale of Company-sponsored investments totaling $47.0 million, partially offset by purchases of Company-sponsored investments of $15.1 million and purchases of property and equipment of $1.4 million. Cash flows used in investing activities totaled $4.2 million in 2023. Cash flows used in investing activities were driven by purchases of Company-sponsored investments of $19.5 million, partially offset by proceeds from the sale of Company-sponsored investments totaling $15.3 million. Cash Flows from Financing Activities The Company’s cash flows from financing activities consist primarily of the repurchase of DHIL common shares, dividends paid on DHIL common shares, DHIL common shares withheld related to employee tax withholding proceeds received under the Diamond Hill Investment Group, Inc. Employee Stock Purchase Plan (“ESPP”), and distributions to, or contributions from, redeemable noncontrolling interest holders.
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Table of Contents 38 In 2025, net cash used in financing activities totaled $25.3 million, consisting of the payment of dividends of $27.2 million, repurchases of DHIL’s common shares of $16.9 million and the value of shares withheld to cover employee tax withholding obligations of $4.2 million. These cash outflows were partially offset by net subscriptions received in the Consolidated Funds from redeemable non- controlling interest holders of $22.7 million and proceeds received under the ESPP of $0.3 million. In 2024, net cash used in financing activities totaled $52.5 million, consisting of repurchases of DHIL’s common shares of $30.2 million, the payment of dividends of $16.5 million, and the value of shares withheld to cover employee tax withholding obligations of $6.3 million. These cash outflows were partially offset by proceeds received under the ESPP of $0.3 million and net subscriptions received in the Consolidated Funds from redeemable non-controlling interest holders of $0.2 million. In 2023, net cash used in financing activities totaled $46.7 million, consisting of repurchases of DHIL’s common shares of $34.6 million, the payment of dividends of $17.7 million, and the value of shares withheld to cover employee tax withholding obligations of $5.2 million. These cash outflows were partially offset by net subscriptions received in the Consolidated Funds from redeemable non-controlling interest holders of $10.4 million and proceeds received under the ESPP of $0.4 million. Supplemental Consolidated Cash Flow Statement The following table summarizes the condensed cash flows for 2025, 2024, and 2023 that are attributable to the Company and to the Consolidated Funds, and the related eliminations required in preparing the consolidated financial statements. Cash flows attributable to the Consolidated Funds are included solely as a result of consolidation and do not affect the Company’s core liquidity or cash available for general corporate purposes. Year Ended December 31, 2025 Cash flow attributable to Diamond HillInvestment Group, Inc. Cash flow attributable toConsolidatedFunds Eliminations As reported onthe ConsolidatedStatement of Cash Flows Cash flows from operating activities: Net income $ 48,761,506 $ 3,408,222 $ (2,809,729) $ 49,359,999 Adjustments to reconcile net income to net cash used in operating activities: Depreciation 1,186,624 — — 1,186,624 Share-based compensation 13,396,426 — — 13,396,426 Net gains on investments (21,517,229) (3,408,222) 1,281,986 (23,643,465) Net change in securities held by Consolidated Funds — (52,990,770) — (52,990,770) Other changes in assets and liabilities 5,608,800 463,891 — 6,072,691 Net cash used in operating activities 47,436,127 (52,526,879) (1,527,743) (6,618,495) Net cash provided by investing activities 1,208,391 — 31,543,102 32,751,493 Net cash used in financing activities (48,024,427) 52,705,419 (30,015,359) (25,334,367) Net change during the year 620,091 178,540 — 798,631 Cash and cash equivalents at beginning of year 41,624,604 — — 41,624,604 Cash and cash equivalents at end of year $ 42,244,695 $ 178,540 $ — $ 42,423,235
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Table of Contents 39 Year Ended December 31, 2024 Cash flowattributable toDiamond HillInvestment Group, Inc. Cash flowattributable toConsolidatedFunds Eliminations As reported onthe ConsolidatedStatement ofCash Flows Cash flows from operating activities: Net income $ 43,177,729 $ (226,242) $ 226,431 $ 43,177,918 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 1,224,475 — — 1,224,475 Share-based compensation 11,821,490 — — 11,821,490 Net gains on investments (7,799,438) 226,242 (506,951) (8,080,147) Net change in securities held by Consolidated Funds — (35,809,404) — (35,809,404) Other changes in assets and liabilities 4,345,935 (81,415) — 4,264,520 Net cash provided by operating activities 52,770,191 (35,890,819) (280,520) 16,598,852 Net cash (used in) provided by investing activities (5,413,528) — 35,925,520 30,511,992 Net cash used in financing activities (52,723,938) $ 35,890,819 $ (35,645,000) (52,478,119) Net change during the year (5,367,275) — — (5,367,275) Cash and cash equivalents at beginning of year 46,991,879 — — 46,991,879 Cash and cash equivalents at end of year $ 41,624,604 — — $ 41,624,604 Year Ended December 31, 2023 Cash flowattributable toDiamond HillInvestmentGroup, Inc. Cash flowattributable toConsolidatedFunds Eliminations As reported onthe ConsolidatedStatement ofCash Flows Cash flows from operating activities: Net income $ 42,226,422 $ 3,818,572 $ (2,959,446) $ 43,085,548 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 1,289,315 — — 1,289,315 Share-based compensation 11,691,890 — — 11,691,890 Net gains on investments (15,677,551) (3,818,572) 2,959,446 (16,536,677) Net change in securities held by Consolidated Funds — (10,930,911) — (10,930,911) Other changes in assets and liabilities 4,959,742 1,110,217 — 6,069,959 Net cash provided by operating activities 44,489,818 (9,820,694) — 34,669,124 Net cash used in investing activities (3,675,461) — (530,163) (4,205,624) Net cash used in financing activities (57,017,780) $ 9,820,694 $ 530,163 (46,666,923) Net change during the year (16,203,423) — — (16,203,423) Cash and cash equivalents at beginning of year 63,195,302 — — 63,195,302 Cash and cash equivalents at end of year $ 46,991,879 — — $ 46,991,879
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Table of Contents 40 Material Cash Commitments The Company’s material cash commitments consist of its obligations under its Deferred Compensation Plans, lease obligations, and other contractual amounts that will be due for the purchase of goods and services to be used in its operations. Some of these contractual amounts may be cancelable under certain conditions and may involve termination fees. The Company expects to fund these cash commitments with future cash flow from operations and its Deferred Compensation Plans’ investments in the Proprietary Funds. In addition, in connection with the proposed merger with First Eagle, the Company has incurred, and expects to continue to incur, transaction-related costs, including legal, financial advisory, accounting, proxy solicitation, and other professional fees. The timing and amount of any remaining merger-related costs will depend on the timing and outcome of the proposed transaction. The Merger Agreement also provides for the potential payment of a termination fee under certain circumstances. See Item 1A. Risk Factors — “Failure to complete the Merger could adversely affect the Company and its shareholders” for a discussion of the potential termination fee and related risks, including how such a payment could be funded if triggered. Its obligations under the Deferred Compensation Plans are disclosed on the consolidated balance sheets with more information included in Note 7 to the consolidated financial statements. Its lease obligations are disclosed in Note 8 to the consolidated financial statements. The Company’s other material cash commitments for goods and services used in operations primarily consist of obligations related to long- term software licensing and maintenance contracts. Non-GAAP Financial Measures and Reconciliation As a supplement to information calculated and presented in accordance with U.S. generally accepted accounting principles (“GAAP”), the Company is providing certain financial measures that are based on methodologies other than GAAP (“non-GAAP”). Management believes the non-GAAP financial measures below are useful measures of the Company’s core business activities, are important metrics in estimating the value of an asset management business, and help facilitate comparisons to Company operating performance across periods. These non-GAAP financial measures are presented for supplemental informational purposes only, should not be used as a substitute for financial measures calculated in accordance with GAAP and may be calculated differently from similarly titled non-GAAP measures used by other companies. The following schedules reconcile the differences between financial measures calculated in accordance with GAAP and non-GAAP financial measures for 2025 and 2024. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, as well as the Company’s condensed consolidated financial statements and related notes included in Item 8 (Financial Statements and Supplementary Data) of this report. Year Ended December 31, 2025 (in thousands, except percentages and per share data) Total operating expenses Net operating income Total non- operating income (loss) Income tax expense Net income attributable to common shareholders Earnings per share attributable to common shareholders - diluted Net operating profit margin GAAP Basis $ 110,362 $ 36,736 $ 30,545 $ 17,921 $ 48,762 $ 17.91 25% Non-GAAP Adjustments: Deferred compensation liability (6,095) 6,095 (6,095) — — — 4% Consolidated Funds — 215 (3,623) (755) (2,055) (0.75) — Other investment income — — (20,827) (5,597) (15,230) (5.60) — Adjusted Non-GAAP basis $ 104,267 $ 43,046 $ — $ 11,569 $ 31,477 $ 11.56 29% (4) (1) (2) (3)
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Table of Contents 41 Year Ended December 31, 2024 (in thousands, except percentages and per share data) Total operating expenses Net operating income Total non- operating income (loss) Income tax expense Net income attributable to common shareholders Earnings per share attributable to common shareholders - diluted Net operating profit margin GAAP Basis $ 107,203 $ 43,892 $ 15,119 $ 15,833 $ 43,178 $ 15.66 29% Non-GAAP Adjustments: Deferred compensation liability (4,776) 4,776 (4,776) — — — 3% Consolidated Funds — 28 199 61 165 0.06 — Other investment income — — (10,542) (2,825) (7,717) (2.80) — Adjusted Non-GAAP basis $ 102,427 $ 48,696 $ — $ 13,069 $ 35,626 $ 12.92 32% Year Ended December 31, 2023 (in thousands, except percentages and per share data) Total operating expenses Net operating income Total non- operating income Income tax expense Net income attributable to common shareholders Earnings per share attributable to common shareholders - diluted Net operating profit margin GAAP Basis $ 101,212 $ 35,504 $ 23,071 $ 15,490 $ 42,226 $ 14.32 26% Non-GAAP Adjustments: Deferred compensation liability (5,600) 5,600 (5,600) — — — 4% Consolidated Funds — 330 (4,148) (793) (2,166) (0.73) — Other investment income — — (13,323) (3,571) (9,752) (3.31) — Adjusted Non-GAAP Basis $ 95,612 $ 41,434 $ — $ 11,126 $ 30,308 $ 10.28 30% This non-GAAP adjustment removes the compensation expense resulting from market valuation changes in the Deferred Compensation Plans’ liability and the related net gains/losses on investments designated as an economic hedge against the related liability. Amounts deferred under the Deferred Compensation Plans are adjusted for appreciation/depreciation of investments chosen by participants. The Company believes it is useful to offset the non-operating investment income or loss realized on the hedges against the related compensation expense and remove the net impact to help readers understand the Company’s core operating results and to improve comparability from period to period. This non-GAAP adjustment removes the impact that the Consolidated Funds have on the Company’s GAAP consolidated statements of income. Specifically, the Company adds back the operating expenses and subtracts the investment income of the Consolidated Funds. The adjustment to net operating income represents the operating expenses of the Consolidated Funds, net of the elimination of related management and administrative fees. The adjustment to net income attributable to common shareholders represents the net income of the Consolidated Funds, net of redeemable non- controlling interests. The Company believes removing the impact of the Consolidated Funds helps readers understand its core operating results and improves comparability from period to period. This non-GAAP adjustment represents the net gains or losses earned on the Company’s non-consolidated investment portfolio that are not designated as economic hedges of the Deferred Compensation Plans’ liability, non-consolidated seed investments, and other investments. The Company believes adjusting for these non-operating income or loss items helps readers understand the Company’s core operating results and improves comparability from period to period. The income tax expense impacts were calculated and resulted in an overall non-GAAP effective tax rate of 26.9% for 2025, 26.8% for 2024 and 26.8% for 2023. Critical Accounting Estimates The preparation of financial statements requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures of contingent assets and liabilities. The Company evaluates such estimates, judgments, and assumptions on an ongoing basis, and bases its estimates, judgments, and assumptions on historical experiences, current trends, and various other factors that it believes to be reasonable under the circumstances. By their nature, these estimates, judgments, and assumptions are subject to uncertainty, and actual results may differ materially from these estimates.The following accounting estimates are considered to be the most critical to the Company, as these are the primary areas where financial information is subject to the Company’s estimates, assumptions and judgment in the preparation of our consolidated financial statements. (4) (1) (2) (3) (4) (1) (2) (3) (1) (2) (3) (4)
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Table of Contents 42 Consolidation. The Company consolidates all subsidiaries and certain investments in which the Company has a controlling interest. The Company is generally deemed to have a controlling interest when it owns the majority of the voting interest of a voting rights entity (“VRE”) or are deemed to be the primary beneficiary of a variable interest entity (“VIE”). A VIE is an entity that lacks sufficient equity to finance its activities, or any entity whose equity holders do not have defined power to direct the activities of the entity normally associated with an equity investment. The Company’s analysis to determine whether an entity is a VIE or a VRE involves judgment and considers several factors, including an entity’s legal organization, equity structure, the rights of the investment holders, the Company’s ownership interest in the entity, and its contractual involvement with the entity. The Company continually reviews and reconsiders its VIE or VRE conclusions upon the occurrence of certain events, such as changes to its ownership interest, or amendments to contract documents. Provisions for Income Taxes. The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. Judgment is required in assessing the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Revenue Recognition when Acting as an Agent vs. Principal. The Proprietary Funds have selected and contractually engaged certain vendors to fulfill various services to benefit the Proprietary Funds’ shareholders or to satisfy regulatory requirements of the Proprietary Funds. These services include, among others, required fund shareholder mailings, registration services, and legal and audit services. DHCM, in fulfilling a portion of its role under the administration agreements with the Proprietary Funds, acts as agent to pay these obligations of the Proprietary Funds. Each vendor is independently responsible for fulfillment of the services it has been engaged to provide and negotiates fees and terms with the management and board of trustees of each Proprietary Fund. The fee that the Proprietary Funds pay to DHCM is reviewed annually by the Proprietary Funds’ respective boards of trustees and specifically considers the contractual expenses that DHCM pays on behalf of the Proprietary Funds. As a result, DHCM is not involved in the delivery or pricing of these services and bears no risk related to these services. Revenue has been recorded net of these Proprietary Fund expenses, as appropriate for this agency relationship. ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk The Company’s revenues and net income are based primarily on the value of its AUM. Accordingly, declines in financial market values directly and negatively impact its investment advisory revenues and net income. The Company invests in its investment strategies, which are market risk sensitive financial instruments. These investments have inherent market risk in the form of price risk due to the potential future loss of value that would result from a decline in their fair value. Market prices fluctuate, and the amount realized upon subsequent sale may differ significantly from the reported market value. The table below summarizes the Company’s market risks as of December 31, 2025, and shows the effects of a hypothetical 10% increase and decrease in investments. Fair Value Fair Value Assuming a Assuming a Fair Value as of Hypothetical Hypothetical December 31, 2025 10% Increase 10% Decrease Equity investments $ 98,515,280 $ 108,366,808 $ 88,663,752 Fixed Income investments 78,882,941 86,771,235 70,994,647 Total $ 177,398,221 $ 195,138,043 $ 159,658,399
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Table of Contents 43 ITEM 8. Financial Statements and Supplementary Data Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (KPMG LLP, Columbus, OH, Auditor Firm ID: 185) 44 Consolidated Balance Sheets as of December 31, 2025 and 2024 46 Consolidated Statements of Income for the years ended December 31, 2025, December 31, 2024, and December 31, 2023 47 Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interest for the years ended December 31, 2025, December 31, 2024, and December 31, 2023 48 Consolidated Statements of Cash Flows for the years ended December 31, 2025, December 31, 2024, and December 31, 2023 49 Notes to Consolidated Financial Statements 50
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Table of Contents 44 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Diamond Hill Investment Group, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Diamond Hill Investment Group, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, shareholders’ equity and redeemable noncontrolling interest, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Evaluation of the assets under management data used in the calculation of investment advisory fee revenue for separately managed accounts, collective investment trusts and other pooled vehicles As discussed in Note 2 to the consolidated financial statements, the Company recognizes investment advisory fee revenue for its separately managed accounts, collective investment trusts and other pooled vehicles based on a percentage of its assets under management (AUM). The Company recognized $38.5 million in investment advisory fees related to separately managed accounts, collective investment trusts and other pooled vehicles during the year ended December 31, 2025. AUM is an input to the calculation of the investment advisory fee revenue. Specifically, as it pertains to these accounts, the inputs to the AUM calculation and the calculated
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Table of Contents 45 AUM value are transmitted through multiple information technology (IT) systems used in the calculation of investment advisory fee revenue. We identified the evaluation of the AUM data used in the calculation of separately managed accounts, collective investment trusts and other pooled vehicles investment advisory fee revenue as a critical audit matter. There is a high degree of auditor judgment required to perform procedures to address the Company’s use of multiple IT systems to maintain the AUM data, including the use of professionals with specialized skills and knowledge to test the AUM data processed through multiple IT systems. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the critical audit matter. This included controls related to the inputs to the AUM calculation, as well as controls that reconcile AUM between IT systems. We involved IT professionals with specialized skills and knowledge, who assisted in the testing of application and related general IT controls relevant to the IT systems used to maintain AUM data. We compared AUM used in the calculation of investment advisory fees to the source IT systems for a selection of accounts. /s/ KPMG LLP We have served as the Company’s auditor since 2012. Columbus, Ohio February 26, 2026
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Table of Contents 46 Diamond Hill Investment Group, Inc. Consolidated Balance Sheets December 31, 2025 2024 ASSETS Cash and cash equivalents $ 42,423,235 $ 41,624,604 Investments 177,398,221 159,752,981 Accounts receivable 19,264,233 20,205,678 Prepaid expenses 3,476,759 3,694,019 Income taxes receivable 571,547 1,550,718 Property and equipment, net of depreciation 9,822,467 8,380,594 Deferred taxes 7,447,374 9,918,056 Total assets $ 260,403,836 $ 245,126,650 LIABILITIES AND SHAREHOLDERS’ EQUITY Liabilities Accounts payable and accrued expenses $ 7,064,219 $ 5,599,931 Accrued incentive compensation 28,000,000 31,500,000 Lease liability 6,398,220 6,335,490 Deferred compensation 42,510,592 39,129,093 Total liabilities 83,973,031 82,564,514 Redeemable noncontrolling interest 5,493 246,008 Permanent Shareholders’ Equity Common shares, no par value: 7,000,000 shares authorized; 2,705,580 issued and outstanding at December 31, 2025 (inclusive of 274,349 unvested shares); 2,670,469 issued and outstanding at December 31, 2024 (inclusive of 173,120 unvested shares) 51,332,432 28,478,515 Preferred shares, undesignated: 1,000,000 shares authorized and unissued — — Deferred equity compensation (29,245,119) (15,833,657) Retained earnings 154,337,999 149,671,270 Total permanent shareholders’ equity 176,425,312 162,316,128 Total liabilities and shareholders’ equity $ 260,403,836 $ 245,126,650 The accompanying notes are an integral part of these consolidated financial statements.
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Table of Contents 47 Diamond Hill Investment Group, Inc. Consolidated Statements of Income Year ended December 31, 2025 2024 2023 REVENUES: Investment advisory $ 139,869,012 $ 143,341,943 $ 129,179,500 Fund administration, net 7,228,847 7,753,188 7,536,871 Total revenue 147,097,859 151,095,131 136,716,371 OPERATING EXPENSES: Compensation and related costs, excluding deferred compensation expense 72,467,328 74,588,900 70,730,640 Deferred compensation expense 6,095,295 4,775,627 5,599,880 General and administrative 19,669,870 16,784,783 14,935,033 Sales and marketing 8,201,866 7,510,182 6,684,410 Fund administration 3,927,403 3,543,848 3,262,421 Total operating expenses 110,361,762 107,203,340 101,212,384 NET OPERATING INCOME 36,736,097 43,891,791 35,503,987 NON-OPERATING INCOME Investment income, net 30,545,393 15,119,200 23,071,441 Total non-operating income 30,545,393 15,119,200 23,071,441 NET INCOME BEFORE TAXES 67,281,490 59,010,991 58,575,428 Income tax expense (17,921,491) (15,833,073) (15,489,880) NET INCOME 49,359,999 43,177,918 43,085,548 Net income attributable to redeemable noncontrolling interest (598,493) (189) (859,126) NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS $ 48,761,506 $ 43,177,729 $ 42,226,422 Earnings per share attributable to common shareholders Basic $ 17.91 $ 15.66 $ 14.32 Diluted $ 17.91 $ 15.66 $ 14.32 Weighted average shares outstanding Basic 2,723,272 2,757,860 2,948,625 Diluted 2,723,272 2,757,860 2,948,625 The accompanying notes are an integral part of these consolidated financial statements.
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Table of Contents 48 Diamond Hill Investment Group, Inc. Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interest SharesOutstanding CommonShares DeferredEquityCompensation RetainedEarnings Total RedeemableNoncontrollingInterest Balance at December 31, 2022 3,010,457 $ 51,688,631 $ (17,011,144) $ 128,994,758 $ 163,672,245 $ 14,126,198 Issuance of restricted share grants 59,578 11,131,853 (11,131,853) — — — Amortization of restricted share grants — — 11,603,239 — 11,603,239 — Issuance of common shares related to 401(k) plan match 99 16,344 — — 16,344 — Issuance of common shares related to employee stock purchase plan 2,904 482,097 — — 482,097 — Shares withheld related to employee tax withholding obligations (30,204) (5,131,262) — — (5,131,262) — Forfeiture of restricted share grants (7,120) (1,147,340) 1,147,340 — — — Repurchase of common shares (inclusive of accrued excise tax of $255,969) (212,638) (34,875,913) — — (34,875,913) — Cash dividends paid of $6.00 per share — — — (17,676,364) (17,676,364) — Net income — — — 42,226,422 42,226,422 859,126 Net deconsolidations of Company sponsored investments — — — — — (25,336,181) Net subscriptions of Consolidated Funds — — — — — 10,350,857 Balance at December 31, 2023 2,823,076 $ 22,164,410 $ (15,392,418) $ 153,544,816 $ 160,316,808 $ — Issuance of restricted share grants 87,344 13,474,536 (13,474,536) — — — Amortization of restricted share grants — — 11,763,736 — 11,763,736 — Issuance of common shares related to employee stock purchase plan 2,501 385,037 — — 385,037 — Shares withheld related to employee tax withholding obligations (39,757) (6,275,907) — — (6,275,907) — Forfeiture of restricted share grants (7,471) (1,269,561) 1,269,561 — — — Repurchase of common shares (inclusive of accrued excise tax of $275,961) (195,224) — — (30,520,599) (30,520,599) — Cash dividends paid of $6.00 per share — — — (16,530,676) (16,530,676) — Net income — — — 43,177,729 43,177,729 189 Net subscriptions of Consolidated Funds — — — — — 245,819 Balance at December 31, 2024 2,670,469 $ 28,478,515 $ (15,833,657) $ 149,671,270 $ 162,316,128 $ 246,008 Issuance of restricted share grants 190,082 27,928,035 (27,928,035) — — — Amortization of restricted share grants — — 13,348,983 — 13,348,983 — Issuance of common shares related to employee stock purchase plan 2,161 316,252 — — 316,252 — Shares withheld related to employee tax withholding (29,468) (4,222,780) — — (4,222,780) — Forfeiture of restricted share grants (7,583) (1,167,590) 1,167,590 — — — Repurchase of common shares (inclusive of accrued excise tax of $91,579) (120,081) — — (16,909,084) (16,909,084) — Cash dividends paid of $10.00 per share — — — (27,185,693) (27,185,693) — Net income — — — 48,761,506 48,761,506 598,493 Net deconsolidations of Company sponsored investments — — — — — (23,529,068) Net subscriptions of Consolidated Funds — — — — — 22,690,060 Balance at December 31, 2025 2,705,580 $ 51,332,432 $ (29,245,119) $ 154,337,999 $ 176,425,312 $ 5,493 The accompanying notes are an integral part of these consolidated financial statements.
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Table of Contents 49 Diamond Hill Investment Group, Inc. Consolidated Statements of Cash Flows Year Ended December 31, 2025 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 49,359,999 $ 43,177,918 $ 43,085,548 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 1,186,624 1,224,475 1,289,315 Share-based compensation 13,396,426 11,821,490 11,691,890 (Increase) decrease in accounts receivable 593,825 (2,154,437) (3,393,686) Change in current income taxes 979,171 70,146 (157,317) Change in deferred income taxes 2,470,682 1,672,382 2,783,768 Net gain on investments (23,643,465) (8,080,147) (16,536,677) Net change in securities held by Consolidated Funds (52,990,770) (35,809,404) (10,930,911) Increase (decrease) in accrued incentive compensation (3,500,000) 2,000,000 (2,600,000) Increase in deferred compensation 3,381,499 3,041,923 5,342,180 Other changes in assets and liabilities 2,147,514 (365,494) 4,095,014 Net cash provided by (used in) operating activities (6,618,495) 16,598,852 34,669,124 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (2,435,142) (1,363,440) (21,705) Purchase of Company sponsored investments (11,523,063) (15,125,376) (19,469,955) Proceeds from sale of Company sponsored investments 46,709,698 47,000,808 15,286,036 Net cash provided by (used in) investing activities 32,751,493 30,511,992 (4,205,624) CASH FLOWS FROM FINANCING ACTIVITIES: Value of shares withheld related to employee tax withholding obligations (4,222,780) (6,275,907) (5,131,262) Payment of dividends (27,185,693) (16,530,676) (17,676,364) Redemptions of redeemable noncontrolling interest holders (55,009) — (1,772,268) Subscriptions received from redeemable noncontrolling interest holders 22,745,069 245,819 12,123,125 Repurchases of common shares (16,884,763) (30,244,638) (34,619,944) Proceeds received under employee stock purchase plan 268,809 327,283 409,790 Net cash used in financing activities (25,334,367) (52,478,119) (46,666,923) CASH AND CASH EQUIVALENTS Net change during the year 798,631 (5,367,275) (16,203,423) At beginning of year 41,624,604 46,991,879 63,195,302 At end of year $ 42,423,235 $ 41,624,604 $ 46,991,879 Supplemental information related to cash activities: Income taxes paid $ 14,471,638 $ 14,090,545 $ 12,863,429 Supplemental information related to non-cash activities Operating lease right-of-use asset addition, net of lease incentive $ 207,227 $ 3,173,981 $ — Lease incentives included in property and equipment $ 174,675 $ 2,837,175 $ — The accompanying notes are an integral part of these consolidated financial statements.
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Table of Contents 50 Diamond Hill Investment Group, Inc. Notes to Consolidated Financial Statements Note 1 Business and Organization DHIL derives its consolidated revenues and net income from investment advisory and fund administration services provided by DHCM. DHCM is a registered investment adviser. DHCM is the investment adviser and administrator for the Proprietary Funds. DHCM also provides investment advisory services to DHMF, SMAs, CITs, other pooled vehicles including sub-advised funds, and model delivery programs. Note 2 Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the SEC and in accordance with the instructions to Form 10-K. The Company believes that the disclosures contained herein are adequate to make the information presented not misleading. These consolidated financial statements reflect, in the opinion of the Company, all material adjustments (which include only normal recurring adjustments) necessary to fairly present the Company’s financial position as of December 31, 2025 and 2024, and results of operations for the years ended December 31, 2025, 2024, and 2023. Use of Estimates The preparation of the consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements as well as the reported amounts of revenue and expense during the reporting period. Estimates have been prepared based on the most current and best available information, but actual results could differ materially from those estimates. Reclassification Certain prior period amounts and disclosures may have been reclassified to conform to the current period’s financial presentation. Prior to January 1, 2024, the Company recorded share repurchases as a reduction to common shares in permanent shareholders’ equity. Effective January 1, 2024, share repurchases have been recorded as a reduction to retained earnings in permanent shareholders’ equity. The Company has not reclassified any share repurchases included in common shares prior to January 1, 2024. The change did not have an impact on total shareholders’ equity. Principles of Consolidation The accompanying consolidated financial statements include the operations of DHIL and its consolidated subsidiaries. All inter-company transactions and balances have been eliminated in consolidation. DHCM holds certain investments in the Proprietary Funds and DHMF for general corporate investment purposes, to provide seed capital for newly formed strategies, or to add capital to existing strategies. The Diamond Hill Funds are organized in a series fund structure in which there are multiple mutual funds and an ETF within one trust (the “Trust”). The Trust is an open-end investment company registered under the Company Act. Each individual Diamond Hill Fund represents a separate share class of a legal entity organized under the Trust. DHSC is organized as a Delaware statutory trust and is a closed-end investment company registered under the Company Act. DHMF is organized as a Delaware limited partnership and is exempt from registration under the Company Act. DHIL consolidates those subsidiaries and investments over which it has a controlling interest. The Company is generally deemed to have a controlling interest when it owns the majority of the voting interest of a VRE or is deemed to be the primary beneficiary of a VIE. A VIE is an entity that lacks sufficient equity to finance its activities, or any entity whose equity holders do not have defined power to direct the activities of the entity normally associated with an equity investment. The Company’s analysis to determine whether
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Table of Contents 51 an entity is a VIE or a VRE involves judgment and consideration of several factors, including an entity’s legal organization, equity structure, the rights of the investment holders, the Company’s ownership interest in the entity, and the Company’s contractual involvement with the entity. The Company continually reviews and reconsiders its controlling interest, VIE or VRE conclusions upon the occurrence of certain events, such as changes to its ownership interest, or amendments to contract documents. The Company performs its consolidation analysis at the individual fund level and has concluded that the Proprietary Funds are VREs because the structure of the Proprietary Funds is such that the shareholders are deemed to have the power through voting rights to direct the activities that most significantly impact each Proprietary Fund’s economic performance. The Proprietary Funds are consolidated if DHIL ownership, directly or indirectly, represents a majority interest (greater than 50%). The Company records redeemable noncontrolling interests in consolidated investments for which the Company’s ownership is less than 100%. As of December 31, 2025, as well as during the year ended December 31, 2025, the Company consolidated the Diamond Hill Securitized Total Return Fund. As of December 31, 2024, the Company consolidated the Diamond Hill Core Plus Bond Fund. The Company consolidated the Diamond Hill Core Plus Bond Fund for the six-months ended June 30, 2025, and effective July 1, 2025, deconsolidated the fund as the Company's ownership dropped below 50%. As of December 31, 2023, the Company did not consolidate any of the Proprietary Funds. The Company consolidated the Diamond Hill International Fund for the nine-months ended September 30, 2023, and effective October 1, 2023, deconsolidated the fund as the Company's ownership dropped below 50%. Any Proprietary Funds consolidated during the applicable period are referred to as the “Consolidated Funds.” DHCM is the investment advisor of DHMF and is the managing member of Diamond Hill Fund GP, LLC (the “General Partner”), which is the general partner of DHMF. DHCM is wholly owned by, and consolidated with, DHIL. Further, through its control of the General Partner, DHCM has the power to direct DHMF’s economic activities and the right to receive investment advisory fees from DHMF that may be significant. DHMF's underlying assets consist primarily of marketable securities. The Company concluded DHMF was a VIE given that: (i) DHCM has disproportionately less voting interest than economic interest, and (ii) DHMF’s limited partners have full power to remove the General Partner (which is controlled by DHCM, which is controlled by DHIL) due to the existence of substantive kick-out rights. In addition, substantially all of DHMF’s activities are conducted on behalf of the General Partner, which has disproportionately few voting rights. The Company concluded it is not the primary beneficiary of DHMF as it lacks the power to control DHMF, since DHMF’s limited partners have single-party kick-out rights and can unilaterally remove the General Partner without cause. DHCM’s investments in DHMF are reported as a component of the Company’s investment portfolio and valued at DHCM’s respective share of DHMF's net income or loss. Gains and losses attributable to changes in the value of DHCM’s interests in DHMF are included in the Company’s reported investment income. The Company’s exposure to loss as a result of its involvement with DHMF is limited to the amount of its investment. DHCM is not obligated to provide, and has not provided, financial or other support to DHMF, except for its investments to date and its contractually provided investment advisory responsibilities. The Company has not provided liquidity arrangements, guarantees, or other commitments to support DHMF’s operations, and DHMF’s creditors and interest holders have no recourse to the general credit of the Company. Redeemable Noncontrolling Interest Redeemable noncontrolling interest represents third-party interests in the Consolidated Funds. This interest is redeemable at the option of the investors, and therefore, is not treated as permanent equity. Redeemable noncontrolling interest is recorded at redemption value, which approximates the fair value each reporting period. Segment Information Management has determined that the Company operates in a single business segment, which is providing investment advisory and fund administration services. The Chief Operating Decision Maker (“CODM”) is the CEO who evaluates the performance of the business and allocates resources using a single, consolidated internal reporting structure.
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Table of Contents 52 The accounting policies of the segment are the same as those described in this Note 2. The CODM assesses performance for the segment and decides how to allocate resources based on net operating income. The CODM does not review Company assets in evaluating the results of the single business segment, therefore, no additional asset information is presented. For information regarding how the Company generates revenue, and its revenues by source, see Note 2, Revenue Recognition - General. Substantially all of the Company’s revenue is generated from clients in the U.S., and all long-lived assets are located in the U.S. No single customer accounted for more than 10% of the Company’s total revenue during the periods presented. Risks and Uncertainties Substantially all of the Company’s revenues are derived from investment advisory and fund administration fees, which are based primarily on the value of AUM and AUA. Accordingly, the Company’s operating results are sensitive to changes in market conditions, client flows, and investment performance. A significant portion of the Company’s AUM, AUA, and revenues is concentrated in its U.S. equity strategies, particularly the Diamond Hill Large Cap strategy. As of December 31, 2025, the Large Cap strategy represented a substantial percentage of the Company’s total AUM and investment advisory fee revenue. Changes in investment performance, client asset allocation decisions, or redemption activity affecting this strategy could have a disproportionate impact on the Company’s revenues and operating results. During recent periods, the Company has experienced elevated net outflows in certain equity strategies, including Large Cap. While market appreciation and inflows into other strategies may partially offset the impact of such outflows, there can be no assurance that these factors will be sufficient to mitigate the effects of sustained reductions in AUM. A significant decline in AUM in the Company’s larger strategies could materially and adversely affect future revenues and cash flows. Cash and Cash Equivalents Cash and cash equivalents include demand deposits and money market mutual funds held by DHCM. The Company considers all highly liquid temporary cash instruments with an original maturity of three months or less to be cash equivalents. The Company places its cash on deposit with U.S. financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. The Company’s credit risk in the event of failure of these financial institutions is represented by the difference between the FDIC limit and the total amount on deposit. Management monitors the financial institutions’ creditworthiness in conjunction with balances on deposit to minimize risk. The Company from time to time may have amounts on deposit in excess of the insured limits. As of December 31, 2025, the Company had $1.3 million and $41.1 million in demand deposits and money market mutual funds, respectively. As of December 31, 2024, the Company had $1.3 million and $40.3 million in demand deposits and money market mutual funds, respectively. Accounts Receivable The Company records accounts receivable when they are due and presents them on the balance sheet net of any allowance for doubtful accounts. Accounts receivable are written off when they are determined to be uncollectible. Any allowance for doubtful accounts is estimated based on the Company’s historical losses, existing conditions in the industry, and the financial stability of the individual or entity that owes the receivable. No allowance for doubtful accounts was deemed necessary at either December 31, 2025 or 2024. Accounts receivable from the Proprietary Funds were $10.4 million and $10.3 million as of December 31, 2025 and 2024, respectively. Investments Management determines the appropriate classification of the Company’s investments at the time of purchase and re-evaluates its determination for each reporting period.
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Table of Contents 53 Company sponsored investments, where the Company has neither the control nor the ability to exercise significant influence, as well as securities held in the Consolidated Funds, are measured at fair value based on quoted market prices. Unrealized gains and losses are recorded as investment income (loss) in the Company's consolidated statements of income. Investments classified as equity method investments represent investments in which the Company owns 20% to 50% of the outstanding voting interests in the entity or where it is determined that the Company is able to exercise significant influence but not control over the investments. When using the equity method, the Company recognizes its respective share of the investee’s net income or loss for the period, which is recorded as investment income (loss) in the Company’s consolidated statements of income. Property and Equipment Property and equipment, consisting of leasehold improvements, right-of-use lease assets, computer equipment, capitalized software, furniture, and fixtures are carried at cost less accumulated depreciation. Property, plant and equipment consist of the following as of December 31, 2025 and December 31, 2024: As of December 31, 2025 2024 Furniture and Fixtures $ 12,691,724 $ 7,033,635 Software and Hardware 6,247,871 5,228,929 Construction in Progress — 4,067,215 Right of Use Lease Asset 3,461,699 3,443,019 Total 22,401,294 19,772,798 Less: Accumulated Depreciation (12,578,827) (11,392,204) Net Property, Plant and Equipment $ 9,822,467 $ 8,380,594 Depreciation expense for the years ended December 31, 2025 and 2024 was $1,186,624 and $1,224,475, respectively. The Company depreciates its property, plant, and equipment on a straight-line basis over the following estimated useful lives: • Leasehold Improvements: Life of the lease • Software & Hardware: 3- 5 years • Furniture and Fixtures: 7 years • Right of Use Lease Asset: Life of the lease Construction in Progress includes costs incurred for leasehold improvements to the Company’s leased office space and internally developed software. Implementation costs incurred to develop or obtain internal-use software, including hosting arrangements, are capitalized and expensed on a straight-line basis over either the estimated useful life of the respective software or the term of the hosting arrangement. Property and equipment is tested for impairment when there is an indication that the carrying amount of an asset may not be recoverable. When an asset is determined to not be recoverable, the impairment loss is measured based on the excess, if any, of the carrying value of the asset over its fair value. Revenue Recognition – General The Company recognizes revenue when DHCM satisfies performance obligations under the terms of a contract with a client. The Company earns substantially all of its revenue from DHCM investment advisory and fund administration contracts. Investment advisory and fund administration fees, generally calculated as a percentage of AUM, are recorded as revenue as services are performed.
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Table of Contents 54 Revenue from contracts with clients that was earned during the years ended December 31, 2025, 2024 and 2023 include: Year Ended December 31, 2025 Investment advisory Fundadministration, net Total revenue Proprietary Funds $ 96,022,670 $ 7,228,847 $ 103,251,517 SMAs 21,729,108 — 21,729,108 Other pooled vehicles 10,993,466 — 10,993,466 CITs 5,750,384 — 5,750,384 Model delivery 5,373,384 — 5,373,384 $ 139,869,012 $ 7,228,847 $ 147,097,859 Year Ended December 31, 2024 Investment advisory Fundadministration, net Total revenue Proprietary Funds $ 92,531,710 $ 7,753,188 $ 100,284,898 SMAs 27,382,582 — 27,382,582 Other pooled vehicles 11,465,794 — 11,465,794 CITs 6,671,696 — 6,671,696 Model delivery 5,290,161 — 5,290,161 $ 143,341,943 $ 7,753,188 $ 151,095,131 Year Ended December 31, 2023 Investment advisory Fundadministration, net Total revenue Proprietary Funds $ 84,810,452 $ 7,536,871 $ 92,347,323 SMAs 26,075,046 — 26,075,046 Other pooled vehicles 9,261,533 — 9,261,533 Model delivery 5,211,113 — 5,211,113 CITs 3,821,356 — 3,821,356 $ 129,179,500 $ 7,536,871 $ 136,716,371 Revenue Recognition – Investment Advisory Fees DHCM’s investment advisory contracts with clients have a single performance obligation because the contracted services are not separately identifiable from other obligations in the contracts, and therefore, are not distinct. All obligations to provide investment advisory services are satisfied over time by DHCM. The fees DHCM receives for its services under its investment advisory contracts are based on AUM, which changes based on the value of securities held under each investment advisory contract. These fees are thereby constrained and represent variable consideration, and they are excluded from revenue until the AUM on which DHCM’s client is billed is no longer subject to market fluctuations. DHCM also provides its strategy model portfolios and related services to sponsors of model delivery programs. For its services, DHCM is paid a model delivery fee by the program sponsor at a pre-determined rate based on the amount of AUA in the program. Revenue Recognition – Fund Administration DHCM has administrative and transfer agency services agreements with the Diamond Hill Funds and DHSC and an administrative services agreement with the Diamond Hill Large Cap Concentrated ETF under which DHCM performs certain services for each Proprietary Fund (collectively, the “Administration Agreements”). These services include performance obligations, such as fund administration, fund accounting, transfer agency (except for the Diamond Hill Large Cap Concentrated ETF), and other related functions. These services are performed concurrently under the Administration Agreements. DHCM satisfies all performance obligations to provide these administrative services over time, and the Company recognizes the related revenue as time progresses. Each Proprietary Fund pays DHCM a fee for performing these services, which is calculated using an annual rate multiplied by the average daily net assets
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Table of Contents 55 of each respective fund share class. These fees are thereby constrained and represent variable consideration, and are excluded from revenue until the AUM on which DHCM bills the Proprietary Funds is no longer subject to market fluctuations. The Proprietary Funds have selected and contractually engaged certain vendors to fulfill various services to benefit the Proprietary Funds’ shareholders or to satisfy regulatory requirements of the Proprietary Funds. These services include, among others, required shareholder mailings, federal and state registrations, and legal and audit services. In fulfilling a portion of its role under the Administration Agreements, DHCM acts as agent and pays for these services on behalf of the Proprietary Funds. Each vendor is independently responsible for fulfillment of the services it has been engaged to provide and negotiates its fees and terms directly with the Proprietary Funds’ officers and respective boards of trustees. Each year, the Proprietary Funds’ respective boards of trustees review the fee that each fund pays to DHCM, and specifically considers the contractual expenses that DHCM pays on behalf of the Proprietary Funds. As a result, DHCM is not involved in the delivery or pricing of these services, and bears no risk related to these services. Revenue has been recorded net of these fund-related expenses. Fund administration gross and net revenue are summarized below: Year Ended December 31, 2025 2024 2023 Fund administration: Administration revenue, gross $ 27,491,596 $ 24,719,844 $ 21,597,721 Fund related expense (20,262,749) (16,966,656) (14,060,850) Fund administration revenue, net $ 7,228,847 $ 7,753,188 $ 7,536,871 Income Taxes The Company accounts for current and deferred income taxes through an asset and liability approach. Deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company is subject to examination by federal and applicable state and local jurisdictions for various tax periods. The Company’s income tax positions are based on research and interpretations of the income tax laws and rulings in each of the jurisdictions in which it does business. Due to the subjectivity of interpretations of laws and rulings in each jurisdiction, the differences and interplay in tax laws among those jurisdictions, and the inherent uncertainty in estimating the final resolution of complex tax audit matters, the Company’s estimates of income tax liabilities may differ materially from actual payments or assessments. The Company regularly assesses its positions with regard to tax exposures and records liabilities for these uncertain tax positions and related interest and penalties, if any, according to the principles of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes. The Company records interest and penalties within income tax expense on the income statement. See Note 9. On July 4, 2025, the One Big Beautiful Bill Act (“OBBB Act”), encompassing a wide array of tax reform measures, was enacted in the U.S. The OBBB Act did not materially affect the Company’s annual effective tax rate for 2025. Earnings Per Share Basic and diluted earnings per share (“EPS”) are computed by dividing net income attributable to common shareholders by the weighted average number of DHIL common shares outstanding for the period, which includes unvested restricted shares. See Note 10. Recently Adopted Accounting Guidance In 2025, the Company adopted Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance enhances the transparency of income tax disclosures, including additional disaggregation of the effective tax
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Table of Contents 56 rate reconciliation and income taxes paid. The adoption of this guidance did not have an impact on the Company’s consolidated financial position, results of operations, or cash flows but resulted in enhanced disclosures in Note 9. Newly Issued But Not Yet Adopted Accounting Guidance In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures” ("ASU 2024-03"). ASU 2024-03 requires entities to disaggregate any relevant expense caption presented on the face of the income statement within continuing operations into the following required natural expense categories, as applicable: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities or other depletion expenses. ASU 2024-03 is effective for financial statements issued for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements and related disclosures. While the Company has not yet completed its assessment, the adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. Note 3 Investments The following table summarizes the carrying value of the Company’s investments as of December 31, 2025 and 2024: As of December 31, 2025 2024 Fair value investments: Securities held in Consolidated Funds $ 31,162,977 $ 35,583,162 Company-sponsored investments 30,888,582 30,146,571 Company-sponsored equity method investments 115,346,662 94,023,248 Total Investments $ 177,398,221 $ 159,752,981 (a) Of the securities held in the Consolidated Funds as of December 31, 2025, DHCM directly held $31.2 million and non-controlling shareholders held less than $0.1 million. Of the securities held in the Consolidated Funds as of December 31, 2024, DHCM directly held $35.4 million and non- controlling shareholders held $0.2 million. As of December 31, 2025, the Company consolidated the Diamond Hill Securitized Total Return Fund. As of December 31, 2024, the Company consolidated the Diamond Hill Core Plus Bond Fund. The components of net investment income are as follows: Year Ended December 31, 2025 2024 2023 Realized gains $ 10,761,906 $ 141,604 $ 39,096 Change in unrealized 13,186,927 9,809,930 15,690,012 Dividends 4,871,241 4,922,446 7,517,393 Interest income 1,780,863 298,186 — Other (55,544) (52,966) (175,060) Investment income, net $ 30,545,393 $ 15,119,200 $ 23,071,441 Company-Sponsored Equity Method Investments As of December 31, 2025, the Company’s equity method investments consisted of DHMF, the Diamond Hill International Fund, the Diamond Hill Core Plus Bond Fund, and the Diamond Hill Large Cap Concentrated ETF. The Company’s ownership percentage in each of these investments was 80%, 23%, 40%, and 25%, respectively. The Company’s ownership in DHMF, the Diamond Hill International Fund, and the Diamond Hill Core Plus Bond Fund includes $12.0 million of investments held in the Deferred Compensation Plans (as defined in Note 7). (a)
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Table of Contents 57 As of December 31, 2024, the Company’s equity method investments consisted of DHMF, the Diamond Hill International Fund, and the Diamond Hill Large Cap Concentrated Fund. The Company’s ownership percentage in each of these investments was 84%, 40%, and 43%, respectively. The Company’s ownership in DHMF, the Diamond Hill International Fund, and the Diamond Hill Large Cap Concentrated Fund includes $9.0 million of investments held in the Deferred Compensation Plans (as defined in Note 7). As of December 31, 2023, the Company’s equity method investments consisted of DHMF, the Diamond Hill International Fund, and the Diamond Hill Large Cap Concentrated Fund. The Company’s ownership percentage in each of these investments was 85%, 49%, and 47%, respectively. The Company’s ownership in DHMF, the Diamond Hill International Fund, and the Diamond Hill Large Cap Concentrated Fund includes $6.9 million of investments held in the Deferred Compensation Plans. The following table includes the condensed summary financial information from the Company’s equity method investments as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024, and 2023: As of December 31, 2025 2024 Total assets $ 362,466,842 $ 211,179,739 Total liabilities 11,719,191 8,334,844 Net assets 350,747,651 202,844,895 DHCM’s portion of net assets $ 115,346,662 $ 94,023,248 For the Year Ended December 31, 2025 2024 2023 Investment income $ 7,048,872 $ 4,406,158 $ 1,349,183 Expenses 1,888,855 1,686,238 460,670 Net realized gains 20,434,107 6,957,654 311,950 Change in unrealized 30,395,712 4,988,298 15,879,847 Net income 55,989,836 14,665,872 17,080,310 DHCM’s portion of net income $ 22,411,645 $ 9,039,837 $ 9,728,056 The Company’s investments at December 31, 2025 and 2024 include its interest in DHMF, an unconsolidated VIE, as the Company is not deemed the primary beneficiary. The Company’s maximum risk of loss related to its involvement with DHMF is limited to the carrying value of its investment which was $24.4 million and $22.9 million as of December 31, 2025 and 2024, respectively. Note 4 Fair Value Measurements The Company determines the fair value of its cash equivalents and certain investments using the following broad levels listed below: Level 1 - Unadjusted quoted prices for identical instruments in active markets. Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-driven valuations in which all significant inputs are observable. Level 3 - Valuations derived from techniques in which significant inputs are unobservable. The Company does not value any investments using Level 3 inputs. These levels are not necessarily an indication of the risk or liquidity associated with investments.
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Table of Contents 58 The following table summarizes investments that are recognized in the Company’s consolidated balance sheet using fair value measurements (excludes investments classified as equity method investments) determined based upon the differing levels as of December 31, 2025 and 2024: Level 1 Level 2 Level 3 Total December 31, 2025 Cash equivalents $ 41,130,032 — — $ 41,130,032 Fair value investments: Securities held in Consolidated Funds $ 1,009,441 30,153,536 — 31,162,977 Company-sponsored investments $ 30,888,582 — — 30,888,582 December 31, 2024 Cash equivalents 40,339,754 — — 40,339,754 Fair value investments Securities held in Consolidated Funds 1,840,412 33,742,750 — 35,583,162 Company-sponsored investments $ 30,146,571 — — $ 30,146,571 Of the securities held in the Consolidated Funds as of December 31, 2025, DHCM directly held $31.2 million and non-controlling shareholders held less than $0.1 million. Of the securities held in the Consolidated Funds as of December 31, 2024, DHCM directly held $35.4 million and non- controlling shareholders held $0.2 million. Changes to fair values of the investments are recorded in the Company’s consolidated statements of income as investment income, net. Note 5 Line of Credit The Company has a committed Line of Credit Agreement (“Credit Agreement”) with a commercial bank that matures on December 9, 2026, which permits the Company to borrow up to $25.0 million. Borrowings under the Credit Agreement bear interest at a rate equal to the Secured Overnight Financing Rate plus 1.10%. The Company pays a commitment fee on the unused portion of the facility, accruing at a rate per annum of 0.10%. The proceeds of the Credit Agreement may be used by the Company and its subsidiaries for ongoing working capital needs, to seed new and existing investment strategies, and for other general corporate purposes. The Credit Agreement contains customary representations, warranties, and covenants. The Company did not borrow under the Credit Agreement during 2025, and no borrowings were outstanding as of December 31, 2025. Note 6 Capital Stock Common Shares DHIL has only one class of securities outstanding, common shares, no par value per share. Authorization of Preferred Shares DHIL’s Amended and Restated Articles of Incorporation authorize the issuance of 1,000,000 “blank check” preferred shares with such designations, rights, and preferences as may be determined from time to time by the Board. The Board is authorized, without shareholder approval, to issue preferred shares with dividend, liquidation, conversion, voting, or other rights, which could adversely affect the voting or other rights of the holders of the common shares. There were no preferred shares issued or outstanding as of either December 31, 2025, or 2024. (a) (a) (a)
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Table of Contents 59 Note 7 Compensation Plans Share-Based Payment Transactions The Company maintains the shareholder-approved Diamond Hill Investment Group, Inc. 2025 Equity and Cash Incentive Plan (the “2025 Plan”) which authorizes the issuance of up to 225,000 DHIL common shares in various forms of equity awards. As of December 31, 2025, there were 162,151 DHIL common shares available for grants under the 2025 Plan. Previously, the Company issued equity awards under the Diamond Hill Investment Group, Inc. 2022 Equity and Cash Incentive Plan (the “2022 Plan”) and the Diamond Hill Investment Group, Inc. 2014 Equity and Cash Incentive Plan (the “2014 Plan”). There are no longer any DHIL common shares available for issuance under the 2022 and 2014 Plans, although certain grants previously made under the 2022 and 2014 Plans remain issued and outstanding. Restricted share grants represent DHIL common shares issued and outstanding upon grant that remain subject to restrictions until specified vesting conditions are satisfied. The Company issues to all new Company employees upon hire restricted shares, and may issue additional restricted shares to certain key employees from time to time, that cliff vest after five years. In the first quarter of each year, the Company also issues to certain key employees restricted shares that vest ratably on an annual basis over three years. Restricted share awards provide for accelerated vesting upon a change in control of the Company, as defined in the applicable award agreements. No change in control had occurred as of December 31, 2025, and accordingly, no accelerated vesting or incremental share- based compensation cost was recognized in the accompanying consolidated financial statements for the year ended December 31, 2025. Restricted shares are valued based upon the fair market value of the common shares on the applicable grant date. The restricted shares are recorded as deferred compensation in the equity section of the balance sheet on the grant date and then recognized as compensation expense on a straight-line basis over the vesting period of the respective grant. The Company accounts for forfeitures as they occur and does not estimate forfeitures at the grant date. Holders of unvested restricted shares are entitled to receive cash dividends, if and when declared, on the same basis as holders of vested common shares. Such dividend rights are nonforfeitable and are recognized as compensation expense when paid. Compensation and related costs, excluding deferred compensation expense (benefit) includes expenses related to restricted shares of $13.3 million, $11.8 million, and $11.6 million, for the years ended December 31, 2025, 2024, and 2023, respectively. The following table represents a roll-forward of outstanding restricted shares and related activity for 2025: Shares Weighted-AverageGrant Date Priceper Share Outstanding Restricted Shares as of December 31, 2024 173,120 $ 160.77 Grants issued 190,082 146.93 Grants vested (81,270) 157.51 Grants forfeited (7,583) 153.97 Outstanding Restricted Shares as of December 31, 2025 274,349 $ 152.33 The weighted-average grant date price per share of restricted shares issued during the years ended December 31, 2024 and 2023 was $154.27 and $186.85, respectively. The total fair value of restricted shares vested, as of their respective vesting dates, during the years ended December 31, 2025, 2024, and 2023 was $11.7 million, $15.3 million, and $13.8 million, respectively. As of December 31, 2025, the weighted-average remaining vesting period of unvested restricted shares was approximately 1.6 years. Total deferred equity compensation related to unvested restricted shares was $29.2 million as of December 31, 2025. The recognition of compensation expense related to deferred compensation over the remaining vesting periods is as follows: 2026 2027 2028 2029 2030 Thereafter Total $ 11,554,267 $ 8,179,887 $ 4,887,532 $ 3,745,972 $ 877,461 $ - $ 29,245,119
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Table of Contents 60 Employee Stock Purchase Plan Under the ESPP, eligible employees may purchase DHIL common shares at 85% of the fair market value on the last day of each offering period. Each offering period is approximately three months, which coincides with the Company’s fiscal quarters. During the year ended December 31, 2025, ESPP participants purchased 2,161 DHIL common shares for $0.3 million and the Company recorded $0.1 million of share-based payment expense related to these purchases. During the year ended December 31, 2024, ESPP participants purchased 2,501 DHIL common shares for $0.3 million and the Company recorded $0.1 million of share-based payment expense related to these purchases. During the year ended December 31, 2023, ESPP participants purchased 2,904 DHIL common shares for $0.4 million and the Company recorded $0.1 million of share-based payment expense related to these purchases. The fair value of shares purchased under the ESPP is measured on the grant date, as the plan includes no lookback or option features, and is equal to the 15% discount from the fair market value of the Company’s common shares on that date. As of December 31, 2025, 84,764 DHIL common shares were reserved for future issuance through the ESPP. 401(k) Plan The Company sponsors a 401(k) plan in which all Company employees are eligible to participate. Company employees may contribute a portion of their compensation subject to certain limits based on federal tax laws. The Company matches employee contributions equal to 250.0% of the first 6.0% of an employee’s compensation contributed to the plan. The Company may settle the 401(k) plan matching contributions in cash or DHIL common shares. After June 1, 2023, the Company made all matching contributions in cash. Employees vest ratably in the matching contributions over a five year period. The following table summarizes the Company’s expenses attributable to the 401(k) plan during the years ended December 31, 2025, 2024, and 2023: Shares Issued ShareContributions CashContributions Total CompanyContributions December 31, 2025 — — $ 3,182,488 $ 3,182,488 December 31, 2024 — — 3,074,509 3,074,509 December 31, 2023 99 $ 16,344 $ 3,067,630 $ 3,083,974 Deferred Compensation Plans Under the Deferred Compensation Plans, participants may elect to voluntarily defer, for a minimum of five years (subject to an earlier distribution in the case of the participant’s death or disability or a change in control of DHIL), certain incentive compensation that the Company may contribute into the Deferred Compensation Plans. Participants are responsible for designating investment options for the assets they contribute, and the distribution paid to each participant reflects any gains or losses on the assets realized in connection with the Deferred Compensation Plans. Assets held in the Deferred Compensation Plans are included in the Company’s investment portfolio, and the associated obligation to participants is included in deferred compensation liability. Deferred compensation liabilities are recorded at amounts due to participants, which reflect the fair value of underlying investment elections, with changes recognized in compensation expense. Deferred compensation liability was $42.5 million and $39.1 million as of December 31, 2025 and 2024, respectively. Note 8 Operating Lease On July 31, 2024, the Company entered into a 10-year extension of its lease through March 31, 2035, for office space of approximately 40,158 square feet at a single location. The Company's lease is classified as an operating lease. As of December 31, 2025 and December 31, 2024, the carrying value of the right-of-use asset, which is included in property and equipment, net, on the consolidated balance sheets, was approximately $3.5 million and $3.4 million, respectively. As of December 31, 2025 and December 31, 2024, the carrying value of the lease liability was approximately $6.4 million and $6.3 million, respectively. The difference between the carrying value of the right-of-use asset and the lease liability primarily reflects the impact of lease incentives and deferred rent recognized at lease commencement.
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Table of Contents 61 The carrying value of the lease liability includes both principal and accrued interest on lease payments that are due in the current and future periods. Lease liability is measured at the present value of the remaining lease payments, discounted using the discount rate determined at the lease commencement date. For operating leases, interest on the lease liability is included within operating lease cost and is not presented separately. As of December 31, 2025, the weighted average discount rate applied to the Company’s lease liability was 6.5%, reflective of the Company’s incremental borrowing rate. As of December 31, 2025, the weighted-average remaining lease term was approximately 9 years. The determination of the incremental borrowing rate involves judgment, including assumptions about the Company’s credit risk, economic conditions, and the lease-specific circumstances such as lease term and asset class. Changes in these assumptions could have a material impact on the measurement of the Company’s lease liability. The following table summarizes the total lease and operating expenses for the years ended December 31, 2025, 2024 and 2023: For the year ended December 31, 2025 2024 2023 $ 1,008,345 $ 934,353 $ 908,516 Cash paid for operating leases included in operating cash flows was $0.7 million, $0.6 million, and $0.6 million for the years ended December 31, 2025, 2024, and 2023, respectively. The following table provides a maturity analysis of the Company’s operating lease liability, based on undiscounted cash flows, as of December 31, 2025: December 31, 2025 2026 821,231 2027 845,928 2028 871,429 2029 897,431 2030 924,437 2031 and Thereafter 4,245,403 Total undiscounted operating lease payments 8,605,859 Less: Imputed interest (2,207,639) Present value of operating lease liability $ 6,398,220 Note 9 Income Taxes The provision for income taxes consists of the following: For the year ended December 31, 2025 2024 2023 Current federal income tax provision $ 12,412,990 $ 11,122,669 $ 9,974,451 Current state and local income tax expense 3,037,819 3,038,022 2,731,661 Deferred income tax expense (benefit) 2,470,682 1,672,382 2,783,768 Provision for income taxes $ 17,921,491 $ 15,833,073 $ 15,489,880 Net income before income taxes and income tax expense consists of the following: For the year ended December 31, 2025 2024 2023 Income before income taxes - Domestic $ 67,281,490 $ 59,010,991 $ 58,575,428 Income before income taxes - Foreign - - - Net income before income taxes $ 67,281,490 $ 59,010,991 $ 58,575,428 Income tax expense - Domestic $ (17,921,491) $ (15,833,073) $ (15,489,880) Income tax expense - Foreign - - - Total income tax expense $ (17,921,491) $ (15,833,073) $ (15,489,880)
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Table of Contents 62 The following table reconciles the U.S. federal statutory income tax rate to the Company’s effective income tax rate: 2025 2024 2023 Amount Percent Amount Percent Amount Percent Statutory U.S. federal income tax rate $ 14,129,113 21.0% $ 12,392,308 21.0% $ 12,300,840 21.0% State and local income taxes, net of federal benefit 2,960,386 4.4% 2,714,506 4.6% 2,753,045 4.7% Internal revenue code section 162 limitations 874,659 1.3% 826,154 1.4% 761,481 1.3% Other 159,177 0.2% (99,895) (0.2)% (91,184) (0.2)% Unconsolidated effective income tax rate 18,123,335 26.9% 15,833,073 26.8% 15,724,182 26.8% Impact attributable to redeemable noncontrolling interest (201,844) (0.3%) — — (234,302) (0.4)% Effective income tax rate $ 17,921,491 26.6% $ 15,833,073 26.8% $ 15,489,880 26.4% The provision for income taxes includes expense (benefit) attributable to the fact that the Company’s operations include the Consolidated Funds, which are not subject to federal income taxes. Accordingly, a portion of the Company’s earnings are not subject to corporate tax levels. Income taxes paid (net of refunds) were as follows: For the year ended December 31, 2025 2024 2023 Federal $ 11,586,428 $ 10,698,803 $ 9,100,000 State - New York 585,138 740,376 785,440 State - Other 1,000,072 916,366 867,989 Local - Columbus, OH 1,040,000 1,200,000 1,650,000 Local - Other 260,000 535,000 460,000 Total Income taxes paid $ 14,471,638 $ 14,090,545 $ 12,863,429 Income taxes paid are disaggregated by jurisdiction when such jurisdiction represents five percent or more of total income taxes paid in any period presented. Columbus, Ohio represented five percent or more of total income taxes paid in each of the years ended December 31, 2025, 2024, and 2023. New York represented five percent or more of total income taxes paid in the years ended December 31, 2024 and 2023. Although New York did not meet the five percent threshold in 2025, it is presented separately for consistency and comparability, as income taxes paid in that jurisdiction were close to the quantitative threshold. Deferred income taxes and benefits arise from temporary differences between taxable income for financial statement and income tax return purposes. Net deferred tax assets consisted of the following as of December 31, 2025 and 2024: Year EndedDecember 31, 2025 2024 Stock-based compensation $ 2,604,816 $ 2,649,082 Accrued compensation 11,471,484 10,696,310 Unrealized gains (5,951,558) (3,257,452) Property and equipment (741,221) (194,110) Other assets and liabilities 63,853 24,226 Net deferred tax assets $ 7,447,374 $ 9,918,056 The net temporary differences incurred to date will reverse in future periods as the Company generates taxable earnings. The Company believes it is more likely than not that the results of future operations will generate sufficient taxable income to realize the net deferred tax assets recorded. The Company records a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of December 31, 2025, no valuation allowance was deemed necessary. FASB ASC 740, Income Taxes, prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return and also provides guidance on derecognition, (a) (a)
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Table of Contents 63 classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company recognizes tax benefits related to positions taken, or expected to be taken, on its tax returns, only if the positions are “more-likely-than-not” sustainable. Once this threshold has been met, the Company’s measurement of its expected tax benefits is recognized in its financial statements. The Company did not record an accrual for tax-related uncertainties or unrecognized tax positions as of December 31, 2025 and 2024, respectively. The Company does not expect a change to the reserve for uncertain tax positions within the next twelve months that would have a material impact on the consolidated financial statements. The Company and its subsidiaries file income tax returns with the Internal Revenue Service and the taxing authorities of various states. Generally, the Company is subject to federal, state, and local examinations by tax authorities for the tax years ended December 31, 2021 through 2025. Note 10 Earnings Per Share DHIL common shares outstanding consist of all shares issued and outstanding, including unvested restricted shares. Basic and diluted EPS are calculated under the two-class method. Unvested restricted shares are considered participating securities due to nonforfeitable dividend rights. The following table sets forth the computation for basic and diluted EPS and reconciliation between basic and diluted shares outstanding: Year Ended December 31, 2025 2024 2023 Net income $ 49,359,999 $ 43,177,918 $ 43,085,548 Less: Net income attributable to redeemable noncontrolling interest (598,493) (189) (859,126) Net income attributable to common shareholders $ 48,761,506 $ 43,177,729 $ 42,226,422 Weighted average number of outstanding shares - Basic 2,723,272 2,757,860 2,948,625 Weighted average number of outstanding shares - Diluted 2,723,272 2,757,860 2,948,625 Earnings per share attributable to common shareholders Basic $ 17.91 $ 15.66 $ 14.32 Diluted $ 17.91 $ 15.66 $ 14.32 Note 11 Commitments and Contingencies The Company indemnifies its directors, officers, and certain employees for certain liabilities that may arise from the performance of their duties to the Company. From time to time, the Company and its subsidiaries may be involved in legal matters incidental to its business. There are currently no such legal matters pending that the Company believes will have a material adverse effect on its consolidated financial statements. However, litigation involves an element of uncertainty, and future developments could cause legal actions or claims to have a material adverse effect on the Company’s financial condition, results of operations, and liquidity. Additionally, in the normal course of business, the Company enters into agreements that contain a variety of representations and warranties and that provide indemnification obligations. Certain agreements do not contain any limits on the Company’s liability and could involve future claims that may be made against the Company that have not yet occurred. Therefore, it is not possible to estimate the Company’s potential liability under these indemnities. Further, the Company maintains insurance policies that may provide full or partial coverage against certain of these liabilities. Note 12 Merger with First Eagle On December 10, 2025, DHIL entered into the Merger Agreement with First Eagle and Merger Sub, pursuant to which, upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into DHIL, whereupon the separate existence of Merger Sub will cease, and DHIL will be the surviving corporation as a wholly-owned subsidiary of First Eagle. Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding DHIL common share, without par value (including each DHIL restricted share but excluding any DHIL common shares that are held by First Eagle, Merger Sub, or any
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Table of Contents 64 other subsidiary of First Eagle or DHIL or any DHIL common shares as to which appraisal rights have been properly exercised in accordance with Ohio law), will be automatically converted into the right to receive $175.00 in cash, without interest and subject to deduction for any required withholding tax. Pursuant to the Merger Agreement, at the effective time of the Merger, any shares of DHIL preferred stock, without par value, outstanding immediately prior to the effective time will automatically be canceled and retired for no consideration and will cease to exist. From the date of execution of the Merger Agreement until the consummation of the Merger, DHIL is subject to customary restrictions on its activities, including limitations on certain capital expenditures, investments, indebtedness, and other specified actions, in each case as set forth in the Merger Agreement. The obligations of the parties to consummate the Merger are subject to the satisfaction or, to the extent permitted, waiver of certain customary closing conditions, including, among others, the adoption of the Merger Agreement by the affirmative vote of a majority of the outstanding DHIL common shares entitled to vote at the DHIL shareholders meeting, the expiration or termination of the waiting period applicable to the consummation of the Merger under the HSR Act, and 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. The obligations of First Eagle and Merger Sub to consummate the Merger are also subject to the Company obtaining the consent of the Company’s clients generating an aggregate revenue run-rate of at least 78% of the Company’s aggregate revenue run-rate as of November 30, 2025. Under certain circumstances specified in the Merger Agreement, DHIL may be required to pay First Eagle a termination fee of $18.0 million if the Merger Agreement is terminated prior to completion, including in connection with DHIL’s acceptance of a superior proposal. If the Merger Agreement had been terminated in connection with a superior proposal during the applicable go-shop period, which ended on January 14, 2026, the termination fee would have been $9.0 million. Except in the case of fraud, payment of the termination fee and, if applicable, the costs and expenses of First Eagle and interest on such termination fee and expenses, will be First Eagle’s sole and exclusive remedy for such termination. The Merger is not subject to a financing condition. First Eagle currently intends to fund the cash consideration with a combination of cash on hand and by drawing on all or a portion of one or more credit facilities. Although there can be no assurance that the Merger will be completed, the Company currently expects the transaction to be completed in the second quarter of 2026, subject to the satisfaction or waiver of the closing conditions set forth in the Merger Agreement.
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Table of Contents 65 ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures None. ITEM 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Management, including the CEO and the Chief Financial Officer (the "CFO"), has conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act) as of the end of the period covered by this Form 10-K (the “Evaluation Date”). Based on such evaluation, the CEO and CFO have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to ensure that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the CEO and CFO, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Control Over Financial Reporting There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Management’s Annual Report on Internal Control Over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of its consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the U.S. Under the supervision and with the participation of the CEO and CFO, management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with GAAP. The Audit Committee of the Board reviewed the results of management’s assessment. The Company’s independent registered public accounting firm, KPMG LLP, has audited the Company’s 2025 and 2024 consolidated financial statements included in this Form 10-K and the Company’s internal control over financial reporting as of December 31, 2025, and has issued its Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements and the Company’s internal control over financial reporting, which is included in this Form 10-K. Inherent Limitations on Effectiveness of Controls There are inherent limitations in the effectiveness of any control system, including the potential for human error and the possible circumvention or overriding of controls and procedures. Additionally, judgments in decision-making may be faulty and breakdowns may occur because of a simple error or mistake. An effective control system can provide only reasonable, not absolute, assurance that the control objectives of the system are adequately met. Accordingly, management, including the CEO and CFO, does not expect that the control system can prevent or detect all errors or fraud. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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Table of Contents 66 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Diamond Hill Investment Group, Inc.: Opinion on Internal Control Over Financial Reporting We have audited Diamond Hill Investment Group, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, shareholders’ equity and redeemable noncontrolling interest, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 26, 2026 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
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Table of Contents 67 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Columbus, Ohio February 26, 2026 ITEM 9B. Other Information During the quarter ended December 31, 2025, no director or officer (as defined under Rule 16a-1 of the Exchange Act) adopted or terminated any Rule 10b5-1 trading arrangements or any non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K). ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable.
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Table of Contents 68 PART III ITEM 10. Directors, Executive Officers and Corporate Governance Information required by this Item 10 is incorporated herein by reference from the Company’s definitive proxy statement for its 2026 annual meeting of shareholders, which will be filed with the SEC no later than 120 days after December 31, 2025, pursuant to Regulation 14A of the Exchange Act (the “2026 Proxy Statement”), under the captions: “Delinquent Section 16(a) Reports”, “Proposal 1 - Election of Directors”, “The Board of Directors and Committees”, “Corporate Governance”, and “Executive Compensation”. ITEM 11. Executive Compensationn Information required by this Item 11 is incorporated herein by reference from the 2026 Proxy Statement under the captions: “The Board of Directors and Committees”, “Corporate Governance”, and “Executive Compensation” (excluding the information under the subheadings “Pay Versus Performance Table,” “Tabular List of Important Financial Performance Measures” and “Analysis of Information Presented in the Pay Versus Performance Table”); provided, however, that the pay versus performance disclosure included in the 2026 Proxy Statement in response to Item 402(v) of Regulation S-K shall not be incorporated herein by reference. ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters The following table sets forth certain information concerning the Company's equity compensation plans at December 31, 2025: Equity Compensation Plan Information (a) (b) (c) Number of securities remaining available for Number of securities to future issuance under be issued upon the Weighted-average equity compensation exercise of outstanding exercise price of plans (excluding options, warrants and outstanding options, securities reflected in Plan category rights warrants and rights column (a)) Equity compensation plans approved by security holders — — 162,151 The other information required by this Item 12 is incorporated herein by reference from the 2026 Proxy Statement under the captions: “Security Ownership of Certain Beneficial Owners and Management” and “ Executive Compensation.” ITEM 13. Certain Relationships and Related Transactions, and Director Independence Information required by this Item 13 is incorporated herein by reference from the 2026 Proxy Statement under the caption: “Proposal 1 – Election of Directors – Director Independence” and “Corporate Governance”. ITEM 14. Principal Accountant Fees and Services Information required by this Item 14 is incorporated herein by reference from the 2026 Proxy Statement under the caption: “Proposal 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm”.
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Table of Contents 69 PART IV ITEM 15. Exhibit and Financial Statement Schedules (a) (1) Financial Statements: See “Index to the Consolidated Financial Statements” within Part II. Item 8, Financial Statements and Supplementary Data. (2) Financial Statement Schedules: All financial statement schedules for which provision is made in the applicable accounting regulations of the SEC are omitted because they are not required or the required information is included in the accompanying financial statements or notes thereto. (3) Exhibits: 2.1 Agreement and Plan of Merger, dated December 10, 2025, by and among Diamond Hill Investment Group, Inc., First Eagle Investment Management, LLC, and Soar Christopher Holdings, Inc. (incorporated by reference from Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on December 11, 2025). 3.1 Amended and Restated Articles of Incorporation of DHIL (incorporated by reference from Exhibit 3.1 to the Annual Report on Form 10-K filed with the SEC on February 29, 2024). 3.2 Amended and Restated Code of Regulations of DHIL (incorporated by reference from Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on April 28, 2017). 4.1 Description of DHIL Capital Stock (incorporated by reference from Exhibit 4.1 to the Annual Report on Form 10-K filed on February 27, 2020). 10.1 Amended Exhibit A, to the Amended and Restated Investment Management Agreement dated November 17, 2011, as amended August 21, 2025, between Diamond Hill Capital Management, Inc. and the Diamond Hill Funds, (incorporated by reference from Exhibit 99.(D)(III) to Form N-1A filed by Diamond Hill Funds as a 485BPOS on September 19, 2025). 10.2 Amended and Restated Administrative, Fund Accounting and Transfer Agency Services Agreement dated May 31, 2002, as amended August 22, 2024, between Diamond Hill Capital Management, Inc. and the Diamond Hill Funds (incorporated by reference from Exhibit 99(H)(V) to Form N-1A filed by Diamond Hill Funds as a 485BPOS on September 27, 2024). 10.3* Diamond Hill Investment Group, Inc. 2014 Equity and Cash Incentive Plan. (incorporated by reference from Exhibit 10.1 to the Registration Statement on Form S-8 filed with the SEC on June 27, 2014). 10.4* Diamond Hill Investment Group, Inc. 2014 Equity and Cash Incentive Plan Form of Restricted Stock Award Agreement - Employee New Hire (incorporated by reference from Exhibit 10.4 to the Annual Report on Form 10-K filed with the SEC on February 21, 2019). 10.5* Diamond Hill Investment Group, Inc. 2014 Equity and Cash Incentive Plan Form of Restricted Stock Award Agreement - Employee Long-Term Incentive (incorporated by reference from Exhibit 10.14 to the Annual Report on Form 10-K filed with the SEC on February 25, 2022). 10.6* Diamond Hill Investment Group, Inc. 2014 Equity and Cash Incentive Plan Form of Restricted Stock Award Agreement - Director (incorporated by reference from Exhibit 10.15 to the Annual Report on Form 10-K filed with the SEC on February 25, 2022). 10.7* Diamond Hill Investment Group, Inc. 2022 Equity and Cash Incentive Plan (incorporated by reference from Exhibit 99.1 to the Registration Statement on Form S-8 filed with the SEC on June 14, 2022). 10.8* 2022 Equity and Cash Incentive Plan Form of Restricted Stock Award Agreement - Employee New Hire (incorporated by reference from Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on July 28, 2022). 10.9* 2022 Equity and Cash Incentive Plan Form of Restricted Stock Award Agreement - Employee Long-Term Incentive (incorporated by reference from Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the SEC on July 28, 2022). 10.10* 2022 Equity and Cash Incentive Plan Form of Restricted Stock Award Agreement - Director (incorporated by reference from Exhibit 10.3 to the Quarterly Report on Form 10-Q filed with the SEC on July 28, 2022). 10.11* Diamond Hill Investment Group, Inc. 2025 Equity and Cash Incentive Plan (incorporated by reference from Exhibit 99.1 to the Registration Statement on Form S-8 filed with the SEC on April 29, 2025).
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Table of Contents 70 10.12* Diamond Hill Investment Group, Inc. 2025 Equity and Cash Incentive Plan Form of Restricted Stock Award - Employee Cliff Vest (Incorporated by reference from Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the SEC on April 29, 2025). 10.13* Diamond Hill Investment Group, Inc. 2025 Equity and Cash Incentive Plan Form of Restricted Stock Award - Employee Long-Term Incentive (Incorporated by reference from Exhibit 10.3 to the Quarterly Report on Form 10-Q filed with the SEC on April 29, 2025). 10.14* Diamond Hill Investment Group, Inc. 2025 Equity and Cash Incentive Plan Form of Restricted Stock Award - Director (Incorporated by reference from Exhibit 10.4 to the Quarterly Report on Form 10-Q filed with the SEC on April 29, 2025). 10.15* Diamond Hill Fixed Term Deferred Compensation Plan (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 30, 2013). 10.16* Diamond Hill Variable Term Deferred Compensation Plan (incorporated by reference from Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on April 30, 2013). 10.17* First Amendment to the Diamond Hill Fixed Term Deferred Compensation Plan (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 28, 2013). 10.18* First Amendment to the Diamond Hill Variable Term Deferred Compensation Plan (incorporated by reference from Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on May 28, 2013). 10.19* Second Amendment to the Diamond Hill Variable Term Deferred Compensation Plan (incorporated by reference from Exhibit 10.15 to the Annual Report on Form 10-K filed with the SEC on February 29, 2024).. 10.20* Third Amendment to the Diamond Hill Variable Term Deferred Compensation Plan (incorporated by reference from Exhibit 10.16 to the Annual Report on Form 10-K filed with the SEC on February 29, 2024). 10.21* Employment Agreement between Heather E. Brilliant and Diamond Hill Capital Management, Inc., dated October 26, 2021 (incorporated by reference from Exhibit 10.1 to the Quarterly Report on Form 10-Q, filed with the SEC on October 26, 2021). 10.22* Amendment to Employment Agreement for Heather E. Brilliant, dated March 31, 2023 (incorporated by reference from Exhibit 10.1 to the Quarterly Report on Form 10-Q, filed with the SEC on May 10, 2023). 10.23* Amendment No. 2 to Employment Agreement between Heather E. Brilliant and Diamond Hill Capital Management, Inc. dated November 14, 2023 (incorporated by reference from Exhibit 10.19 to the Annual Report on Form 10-K filed with the SEC on February 29, 2024). 10.24* Amended and Restated Executive Employment Agreement for Heather E. Brilliant, dated June 12, 2025 (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 13, 2025). 10.25* Employment Agreement between Jo Ann Quinif and Diamond Hill Capital Management, Inc., dated September 19, 2025 (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 19, 2025). 10.26* Diamond Hill Investment Group, Inc. Employee Stock Purchase Plan (incorporated by reference from Exhibit 10.3 to the Quarterly Report on Form 10-Q filed with the SEC on October 27, 2020). 10.27* Asset Purchase Agreement By and Between Brandywine Global Investment Management, LLC and Diamond Hill Capital Management, Inc., dated February 2, 2021 (incorporated by reference from Exhibit 10.1 to the Quarterly Report on Form 10- Q filed with the SEC on April 26, 2021). 10.28* Diamond Hill Investment Group, Inc. - Form of Diamond Hill Investment Group, Inc. Executive Officer and Director Indemnification Agreement (incorporated by reference from Exhibit 10.22 to the Annual Report on Form 10-K filed with the SEC on February 29, 2024). 10.29 Investment Management Agreement between Diamond Hill Capital Management, Inc. and the Diamond Hill Securitized Credit Fund dated August 21, 2024 (incorporated by reference from Exhibit 99.(2)(G) to Form N-2A filed by Diamond Hill Securitized Credit Fund on August 30, 2024). 10.30 Administrative and Transfer Agency Services Agreement between Diamond Hill Capital Management, Inc. and the Diamond Hill Securitized Credit Fund dated August 21, 2024 (incorporated by reference from Exhibit 99.(2)(K)(1) to Form N-2A filed by Diamond Hill Securitized Credit Fund on August 30, 2024). 10.31* Diamond Hill Investment Group, Inc. 2025 Equity and Cash Incentive Plan Form of Deferred Cash Award.
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Table of Contents 71 10.32* Retention Bonus Award Agreement, dated January 28, 2026, by and between Diamond Hill Capital Management, Inc. and Thomas E. Line (incorporated by reference from Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on January 28, 2026). 10.33 Administrative Services Agreement, dated August 21, 2025 with Diamond Hill Capital Management, Inc. and the Diamond Hill Funds on behalf of the Diamond Hill Large Cap Concentrated ETF, (incorporated by reference from Exhibit 99.(H)(V) for Form N-1A filed by Diamond Hill Funds as a 485BPOS on September 19, 2025). 10.34* Executive Severance/Non-Solicitation Letter Agreement, dated December 10, 2025, by and between First Eagle Investment Management, LLC and Heather Brilliant, (incorporated by reference from Exhibit 99.1 to Current Report on Form 8-K filed with the SEC on December 11, 2025). 10.35* Executive Severance/Non-Solicitation Letter Agreement, dated December 10, 2025, by and between First Eagle Investment Management, LLC and Jo Ann Quinif, (incorporated by reference from Exhibit 99.2 to Current Report on Form 8-K filed with the SEC on December 11, 2025). 14.1 Diamond Hill Investment Group, Inc. Code of Business Conduct and Ethics dated October 29, 2025. 19.1 Diamond Hill Investment Group, Inc.Insider Trading Policy dated October 29, 2025. 21.1 Subsidiaries. 23.1 Consent of Independent Registered Public Accounting Firm, KPMG LLP. 31.1 Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). 31.2 Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). 32.1 Section 1350 Certifications. 97.1 Diamond Hill Investment Group, Inc. Executive Officer Compensation Recoupment and Restitution Policy (incorporated by reference from Exhibit 97 to the Annual Report on Form 10-K filed with the SEC on February 29, 2024). 101.INS XBRL Instance Document. 101.SCH XBRL Taxonomy Extension Schema Document. 104 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101). * Denotes management contract or compensatory plan or arrangement. † Annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted annexes, schedules and exhibits upon request by the SEC. (b) Exhibits: Reference is made to Item 15(a)(3) above. (c) Financial Statement Schedules: None required. ITEM 16. Form 10-K Summary None.
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Table of Contents 72 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized: DIAMOND HILL INVESTMENT GROUP, INC. By: /s/ Heather E. Brilliant Heather E. Brilliant, Chief Executive Officer and President February 26, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Heather E. Brilliant Chief Executive Officer and February 26, 2026 Heather E. Brilliant President (Principal Executive Officer) /s/ Thomas E. Line Chief Financial Officer and February 26, 2026 Thomas E. Line Treasurer (Principal Financial Officer and Principal Accounting Officer) Richard S. Cooley* Director February 26, 2026 Richard S. Cooley Gordon B. Fowler* Director February 26, 2026 Gordon B. Fowler Austin Hawley* Director February 26, 2026 Austin Hawley Paula R. Meyer* Director February 26, 2026 Paula R. Meyer Diane C. Nordin* Director February 26, 2026 Diane C. Nordin Nicole R. St. Pierre* Director February 26, 2026 Nicole R. St. Pierre L’Quentus Thomas* Director February 26, 2026 L’Quentus Thomas * By /s/ Thomas E. Line Thomas E. Line Executed by Thomas E. Line on behalf of those indicated pursuant to Powers of Attorney
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1 NTD: Insert for CEO/CCO only. 2 NTD: Insert for employees other than the CEO/CCO. 3 NTD: Insert for CEO/CCO only. 4 NTD: Insert for employees other than the CEO/CCO. #101694871v3 Exhibit 10.31 DIAMOND HILL INVESTMENT GROUP, INC. 2025 EQUITY AND CASH INCENTIVE PLAN DEFERRED CASH AWARD AGREEMENT Diamond Hill Investment Group, Inc. (the “Company”) hereby grants the undersigned participant (the “Participant”) a deferred Cash-Based Award (a “Deferred Cash Award”), subject to the terms and conditions described in the Diamond Hill Investment Group, Inc. 2025 Equity and Cash Incentive Plan, as may be amended from time to time (the “Plan”), and this Deferred Cash Award Agreement (this “Award Agreement”). This Award represents a one-time cash award in connection with the anticipated transition of the Company’s compensation structure resulting from the acquisition by First Eagle Investment Management, LLC (“First Eagle”) of the Company (the “Transaction”). Capitalized terms that are used but are not defined in this Award Agreement shall have the same meaning as set forth in the Plan. 1. Name of Participant: [ ] 2. Award Date: [ ] (the “Award Date”) 3. Deferred Cash Award Amount: $[ ] 4. Vesting and Payment: Notwithstanding anything to the contrary in the Plan (including Section 12.1 thereof), the full amount of the Deferred Cash Award will be payable upon the one-year anniversary of the Award Date (the “Vesting Date”), provided that the Participant remains an employee of First Eagle or the Company, as applicable, on the Vesting Date; provided further that in the event that the Participant’s employment is terminated by the Company, First Eagle or their applicable affiliate without Cause (as defined in [the Participant’s employment agreement with the Company]1/[the Plan]2) or the Participant resigns for Good Reason (as defined [in the Participant’s employment agreement with the Company]3/[below]4) prior to the Vesting Date, the full amount of such Deferred Cash Award will be payable to the Participant in a lump sum as soon as administratively practicable following the Participant’s employment termination date, subject to the Participant’s timely execution and non-revocation of a separation agreement and release of claims in a form provided by the Company. For the avoidance of doubt, this Deferred Cash Award will not automatically become payable upon the closing of the Transaction (which constitutes a Change in Control). [For purposes of this Award Agreement, “Good Reason” shall mean the occurrence without the Participant’s written consent of the following event: a requirement that the Participant relocate the Participant’s principal place of employment to a location that is more than fifty (50) miles from the
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5 NTD: Insert for employees other than the CEO/CCO. -2- #101694871v3 location of the Participant’s principal place of employment immediately prior to such relocation.]5 5. Other Terms and Conditions: a. Beneficiary Designation. The Participant may name a beneficiary or beneficiaries to receive the Deferred Cash Award that has been granted, but has not been paid at the time of the Participant’s death and is paid after the Participant’s death by completing a “Beneficiary Election” form provided online to the Participant. The Beneficiary Election Form does not need to be completed upon execution of this Award Agreement and is not required to be completed as a condition of receiving the Deferred Cash Award. However, if: (i) the Participant dies without completing a Beneficiary Election Form, (ii) the Participant does not complete the Beneficiary Election Form correctly, or (iii) the beneficiaries designated on the Beneficiary Election Form do not survive the Participant, the Participant’s beneficiary under this Award Agreement will be the Participant’s surviving spouse or, if the Participant does not have a surviving spouse, the Participant’s estate. b. Non-Transferability of the Deferred Cash Award and this Award Agreement. Neither the Deferred Cash Award nor this Award Agreement may be transferred, pledged, assigned, or otherwise alienated or hypothecated, except by will or the laws of descent and distribution. However, as described in Section 5(a) above, the Participant may designate a beneficiary to receive any Deferred Cash Award that has been granted but not paid upon the Participant’s death. c. Tax Withholding. The Company or an Affiliate, as applicable, will have the power and right to deduct, withhold or collect any amount required by law or regulation to be withheld with respect to any taxable event arising with respect to the Deferred Cash Award. To the extent permitted by the Committee, in its sole discretion, this amount may be: (i) withheld from other amounts due to the Participant; (ii) withheld from the value of the Deferred Cash Award; (iii) collected directly from the Participant; or (iv) withheld using any combination of the methods described in clauses (i), (ii), or (iii). Unless the Participant has elected, with the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the amount withheld from other amounts due to the Participant and/or collected directly from the Participant, in each applicable case, as described in Section 15.2(a) of the Plan, the Participant shall be deemed to have elected to have the Company or an Affiliate, as applicable, withhold funds on the date the tax is to be determined equal to the statutory total tax that could be imposed on the transaction; provided that, the funds would otherwise be distributable to the Participant at the time of the withholding. Any election under this Section 5(c) will be irrevocable and made in writing and will be subject to any terms and conditions that the Committee, in its sole discretion, deems appropriate.
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-3- #101694871v3 d. Acknowledgment. By signing below, the Participant acknowledges and agrees that the Deferred Cash Award is subject to all of the terms and conditions of the Plan and this Award Agreement. e. Governing Law. This Award Agreement will be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflicts of law provisions. f. Entire Agreement. This Award Agreement, together with the Plan, and the applicable provisions of an employment agreement, if applicable, constitute the entire agreement between the Company and the Participant regarding the subject matter of this Award Agreement, and this Award Agreement and the applicable provisions of an employment agreement, if applicable, supersede all prior and contemporaneous agreements between the parties hereto in connection with the subject matter of this Award Agreement. All representations of any type relied upon by the Participant and the Company in making this Award Agreement are specifically set forth herein and in the applicable provisions of an employment agreement, if applicable, and the Participant and the Company each acknowledge that they have relied on no other representation in entering into this Award Agreement. No change, termination, or attempted waiver of any of the provisions of this Award Agreement will be binding upon any party hereto unless contained in a writing signed by the party to be charged. g. Deferred Cash Award Subject to the Plan. The Deferred Cash Award is subject to the terms and conditions described in this Award Agreement and the Plan. In the event of a conflict between the terms of the Plan and the terms of this Award Agreement, the terms of the Plan will govern solely with respect to the cash-settled nature of this Award. The Committee will retain sole responsibility for interpreting the Plan and this Award Agreement, and its determination of the meaning of any provision in the Plan or this Award Agreement will be binding on the Participant and all other persons. h. Signature in Counterparts. This Award Agreement may be signed in counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument. * * * * * * * * * * NAME OF PARTICIPANT Signature Date: DIAMOND HILL INVESTMENT GROUP, INC. By: Title: Date:
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Amended as of October 29, 2025 1 E XHIBIT 14.1 DIAMOND HILL INVESTMENT GROUP, INC. CODE OF BUSINESS CONDUCT AND ETHICS 1. Statement of General Principles This Code of Business Conduct and Ethics (“Code”) sets forth the commitment of Diamond Hill Investment Group, Inc. and its subsidiaries (collectively, the “Company”) to conduct its business: (1) in accordance with all applicable laws, rules and regulations, and (2) with the highest ethical and professional standards. This Code does not cover every issue that may arise. Instead, it sets out basic principles that apply to and guide all Company directors, officers, and employees (collectively, “Associated Persons”) and that are designed to deter wrongdoing and to promote: a. Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; b. Full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communication made by the Company; c. Compliance with applicable governmental laws, rules, and regulations; d. Prompt internal reporting of violations of the Code to the appropriate persons identified in this Code; and e. Accountability for adherence to this Code. Any violation of this Code may result in disciplinary action up to and including termination to the extent permitted by applicable law. The Company has policies that provide additional requirements, guidance and procedures on many of the topics covered by this Code. Those policies can be found on the Company’s internal SharePoint site. 2. Compliance with Laws, Rules, and Regulations The Company’s business activities are subject to extensive governmental regulation and oversight and all Associated Persons must comply with and carry out their responsibilities in accordance with the standards and restrictions imposed by all applicable laws, rules, and regulations. Each Associated Person must, at a minimum, reach a level of knowledge and awareness regarding the laws, rules, and regulations applicable to the Company to allow them to determine when to seek advice from Company senior leadership, the Chief Compliance Officer (“CCO”), and/or the General Counsel (“GC”) regarding compliance with those laws, rules and regulations. Any Associated Person with questions about the applicability or interpretation of any law, rule, or regulation or that is aware of any suspected or actual violation of any applicable law, rule, or regulation, should contact the GC. Diamond Hill Capital Management, Inc. (“DHCM”) has additional policies in its Code of Ethics (the “DHCM Code of Ethics”) that are applicable to employees of the Company and provide
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Amended as of October 29, 2025 2 guidance and procedures on many of the legal requirements applicable to the Company. All employees are expected to read, have a complete understanding of, and agree to comply with the DHCM Code of Ethics. Additionally, the CCO or their designee will conduct an annual compliance training session for all employees. 3. Conflicts of Interest and Related Party Transactions Actual and perceived conflicts of interest are inherent in the Company’s business. For purposes of this Code, a “conflict of interest” is defined as a situation in which an Associated Person’s financial or other personal considerations may adversely affect, or have the appearance of adversely affecting, the Company’s and/or an Associated Person’s professional judgment in exercising their duties or responsibilities. Conflicts of interest can make it difficult for an Associated Person to fulfill their duties fairly and objectively. Conflicts of interest may arise from a variety of relationships and/or activities both business and personal in nature. Associated Persons must be sensitive to potential conflicts of interest and situations where their personal interests or other business interests could conflict with the interests of the Company or could be perceived by others as doing so. Conflicts of interest may not always be readily apparent, so if an Associated Person has a question regarding any matter that may present a conflict of interest, that person should immediately consult with the CCO. As a matter of policy, Company officers and employees must promptly notify the CCO of all potential or actual conflicts of interest. The CCO (or their delegate) is responsible for assessing conflicts of interest, which includes identifying, cataloging, and monitoring conflicts of interest on a continuous basis. Any conflict of interest involving a director or officer must be brought to the attention of the CCO and Audit Committee of the Board (“Audit Committee”). If the CCO or Audit Committee determines that a conflict related to a director or officer does or may exist, the disinterested Board directors will determine how to handle the matter. Please see DHCM’s Conflicts of Interest policy, which is applicable to its officers and employees, and the Company’s Related Party Transactions policy, which is applicable to its directors, executive officers, employees, contractors, and consultants for additional information regarding procedures for disclosing and addressing potential conflicts of interest. 4. Public Disclosure It is the Company’s policy that the information in its public communications, including filings submitted to the SEC, be complete, fair, accurate, timely, and understandable. All Associated Persons who are involved in this disclosure process are responsible for: (a) acting in furtherance of this policy; (b) discharging their responsibilities diligently, and (c) promptly informing a member of the board of directors of the Company (“Board”) of any material information of which they become aware that affects or may affect the Company’s public disclosures and/or filings. In particular, these individuals are required to maintain familiarity with the disclosure requirements applicable to the Company and are prohibited from knowingly misrepresenting, omitting, or causing others to misrepresent or omit material facts about the Company or its operations to others, whether within or outside the Company, including the Company’s independent auditors. These individuals also may not take any action to coerce, manipulate, mislead, or fraudulently influence
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Amended as of October 29, 2025 3 the Company’s independent auditors in the performance of their audit or review of the Company’s financial statements. 5. Financial Accounting and Reporting The Company’s books, records, accounts, and financial statements must be maintained in appropriate detail, must properly reflect the Company’s transactions, and must conform both to applicable law and to the Company’s system of internal controls. All Associated Persons are responsible for promptly bringing to the attention of any member of the Audit Committee any information they may have concerning: a. Significant deficiencies or material weaknesses in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data; b. Any fraud or violation of this Code, whether or not material, which involves any Associated Person who has a significant role in the Company’s financial reporting, disclosures, or internal controls; and c. Evidence of a material violation by the Company or any agent thereof of the securities or other laws, rules, or regulations applicable to the Company and the operation of its business. All Associated Persons are expected to read, have a complete understanding of, and agree to comply with the Company’s Policies and Procedures for Handling Complaints Regarding Accounting and Auditing Matters (“Whistleblower Policy”). 6. Insider Trading It is the policy of the Company to prohibit all Associated Persons from: (i) trading, either personally or on behalf of others, on the basis of material non-public information (as defined in the Company’s Insider Trading Policy); (ii) communicating material non-public information to other persons unless those persons have acknowledged a duty of trust or confidence; or (iii) providing or “tipping” such information to others so that they can trade on it. It is also the policy of the Company that neither the Company nor any Associated Person will engage in transactions in Company securities, including Company common stock and any other securities that the Company may issue (“Company Securities”), while aware of material non-public information relating to the Company or Company Securities, except pursuant to a Rule 10b5-1 Plan entered into and maintained in compliance with applicable law. All Associated Persons are expected to read, have a complete understanding of, and agree to comply with the Company’s Insider Trading Policy. 7. Confidentiality In conducting the Company’s business, Associated Persons may receive or have access to confidential or proprietary information about the Company, prospective and existing clients, and/or other third parties. All Associated Persons must maintain the confidentiality of such
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Amended as of October 29, 2025 4 information, except where disclosure is: (i) authorized or legally mandated, or (ii) in furtherance of the Company’s business and the recipient is subject to restrictions on unauthorized disclosure. Confidential or proprietary information includes, without limitation, any non-public information: (i) concerning the Company, its business or financial performance, prospective and existing clients, or third parties, (ii) that is material or might be harmful to the Company or its shareholders or customers if disclosed; or (iii) provided by a third party to the Company with the expectation that the information be kept confidential. All Associated Persons who have access to confidential or proprietary information must use such information solely for corporate purposes and are prohibited from using or sharing such information with any other persons or for any other purpose. Any Associated Person with questions regarding whether information is confidential or proprietary, should contact the CCO or GC. The inadvertent disclosure of confidential or proprietary information can be just as harmful as intentional disclosure. To avoid inadvertent disclosure, Associated Persons should not discuss with or in the presence of any unauthorized person (including family members or friends) information that has not yet been made public. Any actual or suspected inadvertent disclosure of confidential or proprietary should be reported to the GC immediately. Notwithstanding the foregoing, nothing in this Code will preclude any Associated Person from responding truthfully to a validly issued subpoena or other court order. In addition, nothing in this Code will be construed to restrict or prohibit any Associated Person from initiating communications directly with, responding to any inquiries from, providing testimony to, providing confidential or other information to, reporting possible violations of law or regulation to, filing a complaint, charge or claim with, or assisting in an investigation with, a self-regulatory authority or a government agency or entity charged with the enforcement of law, including the SEC, the Equal Employment Opportunity Commission, the Department of Labor, and/or any agency inspector general, or from making other disclosures that are protected under whistleblower provisions of state or federal law or regulation. 8. Corporate Opportunities Associated Persons owe a duty to advance the legitimate interests of the Company when the opportunity to do so arises. No Associated Person may use Company property, information, or position for improper personal gain or to compete directly or indirectly with the Company. Associated Persons are also prohibited from taking for themselves (or directing to a third party) a business opportunity that is discovered using Company property, information, or position without reporting to the CCO and/or GC, which will be referred to the Board for its further discussion and consent. Any Associated Person with questions as to whether the use of Company property, information, or position would violate this Code should contact the CCO and GC. 9. Competition and Fair Dealing The Company seeks to serve its clients fairly and honestly. Each Associated Person should endeavor to respect the rights of and deal fairly with the Company’s employees, clients, suppliers,
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Amended as of October 29, 2025 5 vendors, and competitors and should engage only in fair competition. Associated Persons are prohibited from taking unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair dealing practice. 10. Equal Employment Opportunity and Harassment The Company is an equal opportunity employer, and in accordance with anti-discrimination law, it is the purpose of this policy to effectuate this principle. The Company prohibits and will not tolerate discrimination and/or harassment of any type. The Company affords equal employment opportunities to all Associated Persons and applicants without regard to race, color, religion, sex, sexual orientation, gender identity or expression, pregnancy, age, national origin, disability status, genetic information, protected veteran status, marital status, or any other characteristic protected by all applicable laws and regulations (each a “Protected Characteristic”). Decisions on hiring and promotion are based only upon an individual’s ability to perform the job and dependability once hired. The Company prohibits harassment, discrimination, bias, or other inappropriate conduct based on any of the above Protected Characteristics, including in decisions related to employment, benefits, or advancement. 11. Gifts and Entertainment Associated Persons are expected to exercise prudent judgment in conducting business entertainment. Associated Persons should avoid entertainment situations and locations that may be offensive or cause embarrassment to the Company and its image and reputation and should avoid entertainment situations that may be considered excessive. Any type of participation in entertainment as described above is prohibited and non-reimbursable. Associated Persons are prohibited from giving to, or accepting from, any customer or vendor a gift or gifts in excess of $100 per year. For purposes of this section, a “gift” is defined as anything of value where such payment is in relation to the business of the recipient’s employer. Gifts of de minimis value (e.g., pens or notepads) or logoed gifts of nominal value (i.e., under $50) do not require approval or disclosure and do not count towards the $100 per person annual gift limit. Any gifts received in excess of $100 cumulatively for the year, will either be returned to sender or given to the Compliance Team, who will determine how to appropriately handle the gift. Employees are also subject to a separate DHCM Gifts and Entertainment policy. Please see DHCM’s Gifts and Entertainment Policy for more information. 12. Recordkeeping The Company requires honest and accurate recording and reporting of information to make responsible business decisions. The Company, as an investment adviser and a public company, is subject to extensive regulations regarding maintenance and retention of books and records. Business records and communications may become public. Associated Persons should avoid exaggeration, derogatory remarks or inappropriate characterizations of people or entities that may be misunderstood. This guideline applies to any communication related to the Company’s business through any medium, including email, voicemail, video communications platforms, internal memos, formal reports, business letters, or otherwise.
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Amended as of October 29, 2025 6 Records should always be retained or destroyed according to the Company’s record retention policy, a copy of which is available upon request from the CCO. No unrecorded fund or asset will be established or maintained for any purpose, and no false or misleading entry may be made in the Company’s records. 13. Protection and Proper Use of Company Assets All Associated Persons should endeavor to protect the Company’s assets and ensure their efficient use. This obligation includes the obligation to protect the Company’s proprietary information. Proprietary information includes, without limitation, the Company’s intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as the Company’s business, marketing and service plans, databases, records, salary information, and any unpublished financial data and reports. Unauthorized use or distribution of proprietary information constitutes a violation of this Code, may be illegal, and could result in civil or even criminal penalties. 14. Anti-Bribery; Payments to Government Personnel The Company has a zero-tolerance policy with respect to bribery and corruption and is committed to acting professionally, fairly, and with integrity in all our business dealings and relationships. The U.S. Foreign Corrupt Practices Act of 1977, as amended, and similar laws in other countries, prohibit people or entities from offering or giving anything of value, directly or indirectly, to government officials to obtain or retain business. The Company strictly prohibits all Associated Persons, either directly or indirectly, on behalf of themselves or others, from bribing, attempting to bribe, or making any other illegal payment to any government official of any country. In addition, the U.S. government has several laws and regulations regarding business gifts or gratuities which may be accepted by U.S. government personnel. State and local governments, as well as foreign governments, may have similar rules. The promise, offer, or delivery to an official or employee of any governmental agency of a gift, favor, reward, financial or other inducement, or other gratuity that is illegal, unethical, a breach of trust, or improper in any way is prohibited under this Code and may constitute a criminal offense. If any Associated Person has any question regarding any possible payment, gift, or gratuity to a governmental official, they should immediately contact the CCO and/or the GC. Please see the DHCM Code of Ethics for additional information. 15. Reporting Any Illegal or Unethical Behavior Associated Persons should report any potential or actual violation of this Code of which they are aware or any concerns related to accounting, internal accounting controls, and auditing matters (“Accounting Matters”) to the CCO and GC via the Company’s hotline or online/mobile portal or, solely for Accounting Matters, by contacting the SEC. The Company will not allow retaliation against any Associated Person (including, without limitation, termination of employment or a demotion of position) for the good faith reporting of actual or suspected misconduct or illegal or unethical behavior by others, or for seeking guidance or cooperating with an investigation in connection with such conduct or behavior. Associated Persons have the right to report directly to a regulator and may do so anonymously and may also provide protected disclosures under
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Amended as of October 29, 2025 7 whistleblower laws and cooperate voluntarily with regulators, in each case without fear of retaliation by the Company. Please see the Whistleblower Policy for additional information. 16. Waivers of this Code From time to time, circumstances may warrant a waiver from a provision of this Code. Any waiver of this Code for directors or executive officers (as defined under the Securities Exchange Act of 1934, as amended) may be made only by the Board or a Board committee. The nature and circumstances of any such waiver will be promptly disclosed by the Company in a current report on Form 8-K filed with the SEC within four (4) business days of the granting of such waiver, or as otherwise required by law or any applicable stock exchange listing rules or regulations. 17. Compliance and Disciplinary Action The Company’s policy is to ensure prompt and consistent enforcement of this Code, and the Company encourages all Associated Persons to report any potential or actual violations promptly. Associated Persons should report potential or actual violations of this Code to the GC, or in the case of potential or actual violations involving a director, executive officer, or the GC, to a member of the Board. The Company intends to thoroughly investigate any good faith reports of potential or actual violations. If concerns or complaints include a request for confidentiality, including keeping an identity anonymous, the Company will endeavor to protect this confidentiality, subject to applicable law, regulation, or legal proceedings. The Company reserves the right to handle violations of this Code in accordance with local disciplinary procedures to the extent permitted by applicable law. Associated Persons who violate this Code may be subject to disciplinary action, which, in the case of employees, could be up to and including termination (or, in the case of non-employees, termination of services or contract). * * * * * * * * * *
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Adopted as of October 29, 2025 1 EXHIBIT 19.1 DIAMOND HILL INVESTMENT GROUP, INC. INSIDER TRADING POLICY 1. Purpose This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in the securities of Diamond Hill Investment Group, Inc. (the “Company”) and the handling of confidential information about the Company and the companies with which the Company engages in transactions or does business. The Company’s Board of Directors (“Board”) has adopted this Policy to promote compliance with U.S. federal, state and foreign securities laws that prohibit certain persons who are aware of material nonpublic information about a company from: (i) trading in securities of that company; or (ii) providing material nonpublic information to other persons who may trade on the basis of that information. 2. Persons Subject to the Policy This Policy applies to all directors, officers, and employees of the Company and its subsidiaries (collectively, “Associated Persons”) as well as all Family Members and Controlled Entities (each as defined in this Policy). The Administrators (as defined below) may also determine that other persons should be subject to this Policy, such as contractors or consultants who have access to material nonpublic information. 3. Transactions Subject to the Policy This Policy applies to transactions in the Company’s securities (collectively, “Company Securities”), including the Company’s common shares, options to purchase common shares, or any other type of securities that the Company may issue, including (but not limited to) preferred stock, convertible debentures and warrants, and derivative securities that are not issued by the Company, such as exchange-traded put or call options or swaps relating to the Company’s Securities. Transactions subject to this Policy include purchases, sales, and bona fide gifts of Company Securities. Transactions by directors and officers of the Company subject to the disclosure requirements of Section 16(a) (“Section 16 Officers”) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), are also subject to additional requirements. See “Rule 144 and Section 16 Requirements for Directors and Officers” below for pre ‑ clearance, trading window, form requirements, and volume limitation details. 4. Individual Responsibility Associated Persons have ethical and legal obligations to maintain the confidentiality of information about the Company and to not engage in transactions in Company Securities while in possession of material nonpublic information. Associated Persons must not engage in illegal trading and must avoid the appearance of improper trading. Each Associated Person is responsible for making sure that they comply with this Policy, and that their Family Members or Controlled
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Adopted as of October 29, 2025 2 Entities, as discussed below, also comply with this Policy. In all cases, the responsibility for determining whether an individual is in possession of material nonpublic information rests with that individual, and any action on the part of the Company, the Administrators (as defined below), or any other employee or director pursuant to this Policy (or otherwise) does not in any way constitute legal advice or insulate an individual from liability under applicable securities laws. You could be subject to severe legal penalties and disciplinary action by the Company for any conduct prohibited by this Policy or applicable securities laws, as described below in more detail under the heading “Consequences of Violations.” 5. Administration of the Policy The Chief Compliance Officer and the General Counsel of Diamond Hill Capital Management, Inc., the Company’s subsidiary, or their designee(s) will serve as the administrators of this Policy (together, the “Administrators”). All determinations and interpretations by the Administrators will be final and not subject to further review. 6. Statement of Policy It is the policy of the Company that no Associated Person (or any other person designated by this Policy or by the Administrators as subject to this Policy) who is aware of material nonpublic information relating to the Company may, directly, or indirectly through Family Members, Controlled Entities, or other persons or entities: i. Engage in transactions in Company Securities, except as otherwise specified in this Policy under the headings “Transactions Under Company Plans” and “Rule 10b5-1 Plans;” ii. Recommend that others engage in transactions in any Company Securities; iii. Disclose material nonpublic information to persons within the Company whose jobs do not require them to have that information, or outside of the Company to other persons, including, but not limited to, family, friends, business associates, investors, and expert consulting firms, unless any such disclosure is made in accordance with the Company’s policies regarding the protection or authorized external disclosure of information regarding the Company; or iv. Assist anyone engaged in the above activities. In addition, it is the policy of the Company that no Associated Person (or any other person designated as subject to this Policy) who, in the course of serving as a director or working for the Company, as applicable, learns of material nonpublic information about a company: (i) with which the Company does business, such as the Company’s distributors, vendors, customers, and suppliers, or (ii) that is involved in a potential transaction or business relationship with Company, may engage in transactions in that company’s securities until the information becomes public or is no longer material.
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Adopted as of October 29, 2025 3 It is also the policy of the Company that the Company will not engage in transactions in Company Securities while aware of material nonpublic information relating to the Company or Company Securities. There are no exceptions to this Policy, except as specifically noted herein. Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure), or small transactions, are not excepted from this Policy. The securities laws do not recognize any mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct. 7. Definition of Material Nonpublic Information Material Information. Information is considered “material” if a reasonable investor would consider that information important in making a decision to buy, hold, or sell securities. Any information that could be expected to affect a company’s stock price, whether it is positive or negative, should be considered material. There is no bright-line standard for assessing materiality; rather, materiality is based on an assessment of all of the facts and circumstances and is often evaluated by enforcement authorities with the benefit of hindsight. While it is not possible to define all categories of material information, some examples of information that ordinarily would be regarded as material are: • Projections of future earnings or losses, or other earnings guidance; • Changes to previously announced earnings guidance, or the decision to suspend earnings guidance; • A pending or proposed merger, acquisition, or tender offer; • A pending or proposed acquisition or disposition of a significant asset; • A pending or proposed joint venture; • A Company restructuring; • Significant related party transactions; • A change in dividend policy, the declaration of a stock split, or an offering of additional securities; • Bank borrowings or other financing transactions out of the ordinary course; • The establishment of a repurchase program for Company Securities; • A change in the Company’s pricing or cost structure; • Major marketing changes;
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Adopted as of October 29, 2025 4 • A change in management; • A change in auditors or notification that the auditor’s reports may no longer be relied upon; • Development of a significant new product, process, or service; • Pending or threatened significant litigation, or the resolution of such litigation; • Impending bankruptcy or the existence of severe liquidity problems; • The gain or loss of a significant customer or supplier; • A significant cybersecurity incident, such as a data breach, or any other significant disruption in the company’s operations or loss, potential loss, breach, or unauthorized access of its property or assets, whether at its facilities or through its information technology infrastructure; or • The imposition of an event-specific restriction on trading in Company Securities or the securities of another company or the extension or termination of such restriction. When Information is Considered Public. Information that has not been disclosed to the public is generally considered to be nonpublic information. To establish that the information has been disclosed to the public, it may be necessary to demonstrate that the information has been widely disseminated. Information generally would be considered widely disseminated if it has been disclosed through the newswire services, a broadcast on widely- available radio or television programs, publication in a widely-available newspaper, magazine or news website, or public disclosure documents filed with the Securities and Exchange Commission (“SEC”) that are available on the SEC’s website. By contrast, information would likely not be considered widely disseminated if it is available only to the Company’s employees, or if it is only available to a select group of analysts, brokers, and institutional investors. Once information is widely disseminated, it is still necessary to provide the investing public with sufficient time to absorb the information. As a general rule, information should not be considered fully absorbed by the marketplace until after the first business day after the day on which the information is released. If, for example, the Company were to make an announcement on a Monday, you should not trade in Company Securities until Wednesday. Depending on the particular circumstances, the Company may determine that a longer or shorter period should apply to the release of specific material nonpublic information. 8. Transactions by Family Members and Others This Policy applies to your family members who reside with you (including a spouse, a child, a child away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings, and in-laws), anyone else who lives in your household, and any family members who do not live in your household but whose transactions in Company Securities are directed by you or are subject to your influence or control, such as parents or children who consult with you before they trade in Company Securities (collectively, “Family Members”). You are responsible for the transactions
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Adopted as of October 29, 2025 5 of these other persons, and therefore, should make them aware of the need to confer with you before they trade in Company Securities. You should treat all such transactions for the purposes of this Policy and applicable securities laws as if the transactions were for your own account. However, this Policy does not apply to personal securities transactions of Family Members where the purchase or sale decision is made by a third party not controlled by, influenced by, or related to you or your Family Members. 9. Transactions by Entities that You Influence or Control This Policy applies to any entities that you influence or control, including any corporations, partnerships or trusts (collectively, “Controlled Entities”), and transactions by these Controlled Entities should be treated for the purposes of this Policy and applicable securities laws as if they were for your own account.
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Adopted as of October 29, 2025 6 10. Transactions Under Company Plans This Policy does not apply in the case of the following transactions, except as specifically noted: Stock Option Exercises. This Policy does not apply to the exercise of an employee stock option acquired pursuant to the Company’s plans, or to the exercise of a tax withholding right pursuant to which a person has elected to have the Company withhold shares subject to an option to satisfy tax withholding requirements. However, this Policy does apply to any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option. Restricted Stock Awards. This Policy does not apply to the vesting of restricted stock, or the exercise of a tax withholding right pursuant to which you elect to have the Company withhold shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock. However, this Policy does apply to any market sale of restricted stock. 401(k) Plan. This Policy does not apply to purchases of Company Securities in the Company’s 401(k) plan resulting from your periodic contribution of money to the plan pursuant to your payroll deduction election. However, this Policy does apply to certain elections you may make under the Company’s 401(k) plan, including: (i) an election to increase or decrease the percentage of your periodic contributions that will be allocated to the Company Securities fund; (ii) an election to make an intra-plan transfer of an existing account balance into or out of the Company Securities fund; (iii) an election to borrow money against your 401(k) plan account if the loan will result in a liquidation of some or all of your Company Securities fund balance; and (iv) an election to pre-pay a plan loan if the pre-payment will result in allocation of loan proceeds to the Company stock fund. It should be noted that sales of Company Securities from a 401(k) account are also subject to Rule 144 under the Securities Act of 1933, as amended (“SEC Rule 144”), and therefore, affiliates should ensure that a Form 144 is filed when required. Employee Stock Purchase Plan. This Policy does not apply to purchases of Company Securities in the employee stock purchase plan resulting from your periodic contribution of money to the plan pursuant to the election you made at the time of your enrollment in the plan. This Policy also does not apply to purchases of Company Securities resulting from lump sum contributions to the plan; provided that, you elected to participate by lump sum payment at the beginning of the applicable enrollment period. However, this Policy does apply to your election to participate in the plan for any enrollment period, and to your sales of Company Securities purchased pursuant to the plan. Dividend Reinvestment Plan. This Policy does not apply to purchases of Company Securities under any Company dividend reinvestment plan resulting from your reinvestment of dividends paid on Company Securities. However, this Policy does apply to voluntary purchases of Company Securities resulting from additional contributions you choose to make to the dividend reinvestment plan, and to your election to participate in the plan or increase your level of participation in the plan. This Policy also applies to your sale of any Company Securities purchased pursuant to the plan.
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Adopted as of October 29, 2025 7 Other Similar Transactions. Any other purchase of Company Securities from the Company or sales of Company Securities to the Company are not subject to this Policy. 11. Special and Prohibited Transactions The Company has determined that there is a heightened legal risk and/or the appearance of improper or inappropriate conduct if Associated Persons (or any other persons designated as subject to this Policy) engage in certain types of transactions. Therefore, it is the Company’s policy that Associated Persons (and any other persons designated as subject to this Policy) may not engage in any of the following transactions: • Short sales of Company Securities; • Purchasing or selling publicly-traded options on Company Securities (including writing covered calls); • Entering into derivative or similar arrangements involving Company Securities; and • Entering into any speculative or hedging transactions. • For Company directors and Section 16 Officers, please see the additional restrictions and requirements in Section 13 below. 12. Company Securities Procedures The Company has established additional procedures to assist the Company in the administration of this Policy, to facilitate compliance with laws prohibiting insider trading while in possession of material nonpublic information, and to avoid the appearance of any impropriety. Transacting in Company Securities. All Associated Persons, including their Family Members, may only purchase, sell, or gift Company Securities while the trading window is open and no event-specific blackout is in place. Periodically, Company senior leadership will close the window to trade Company Securities, which is typically done each quarter surrounding the time leading up to the filing of the Company’s 10-Qs or 10-K. Senior leadership typically sends an email notification when the window is closed and when it re-opens. If you are unsure whether the trading window is open or closed, consult the Company’s internal SharePoint site or contact the Administrators before engaging in any transaction. If you believe you are in possession of material non-public information regarding the Company during a time when the trading window is open, immediately report it to the Administrators. Event-Specific Restricted Periods. From time to time, an event may occur that is material to the Company and is known by only a few Associated Persons. So long as the event remains material and nonpublic, senior leadership will close the window to trading of Company Securities (an “Event-Specific Restricted Period”). The existence of an Event-Specific Restricted Period will not be announced to the Company as a whole, and should not be communicated to any other person.
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Adopted as of October 29, 2025 8 Even if the Administrators have not designated you as a person who should not engage in transactions in Company Securities due to an Event-Specific Restricted Period, you should not trade while aware of material nonpublic information. Exceptions will not be granted during an Event-Specific Restricted Period. Exceptions. The restrictions under “Transacting in Company Securities” above and event-specific trading restrictions do not apply to those transactions to which this Policy does not apply, as described above under the heading “Transactions Under Company Plans.” Further, these restrictions do not apply to transactions conducted pursuant to approved Rule 10b5-1 plans, described under the heading “Rule 10b5-1 Plans.” 13. Rule 144 and Section 16 Requirements for Directors and Officers Rule 144 of the Securities Act of 1933, as amended, provides a safe harbor exemption from registration for resales of “restricted” and “control” securities by imposing conditions such as volume limits and, for larger sales, a short Form 144 notice filing. Section 16 of the Exchange Act requires directors and certain officers to report changes in beneficial ownership and subjects “short ‑ swing” profits (purchase and sale, or sale and purchase within six months) to recapture under Section 16(b). This section applies to Company directors and Section 16 Officers. For ease of reference, this section refers to these individuals collectively as “Control Persons.” The following requirements apply to purchases, bona fide gifts, and sales of Company Securities by Control Persons: • Permitted when: (i) the trading window is open, (ii) no Event-Specific Restricted Period is in place, and (iii) the Control Person is not in possession of material nonpublic information. • Control Person must obtain pre-approval of the purchase, gift, or sale from the Administrators. • For sales of Company Securities only, the Administrators or the Control Person’s broker will file Form 144 with the SEC prior to executing the sale transaction (if sale is greater than $50,000 or 5,000 shares). • Control Person must report trade details promptly to the Administrators and in a timeframe that enables the Administrators to file Form 4 with the SEC within two business days following trade date. Additional Restrictions on Sale Transactions of Company Securities. The following additional restrictions apply to sales of Company Securities by Control Persons: • Volume Limitation: The aggregate of all shares sold by a Control Person (as well as the Control Person’s spouse and certain relatives and related trusts, estates, corporation and other entities) during any three- month period cannot exceed the greater of: (i) 1% of outstanding shares, and (ii) the average weekly reported volume of trading during the prior four calendar weeks preceding the filing of the Form 144 for the proposed transaction.
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Adopted as of October 29, 2025 9 • Holding Period/Short Swing Profits: A Control Person who purchases Company Securities may not sell any Company Securities for at least six months after such purchase if such sale would result in a profit (including a paper profit) to the Control Person. Under the securities laws, this prohibition does not apply to non-discretionary (and, in very limited circumstances, discretionary) purchases and sales under the Company 401(k) Plan and the Employee Stock Purchase Plan. Similarly, a Control Person who sells Company Securities may not purchase Company Securities for at least six months after such sale if such purchase would result in a profit (including a paper profit) to the Control Person. 14. Rule 10b5-1 Plans Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) provides a defense from insider trading liability under Section 10b-5 of the Exchange Act. In order to be eligible to rely on this defense, a person subject to this Policy must enter into a Rule 10b5-1 plan for transactions in Company Securities that meets certain conditions specified in the rule (a “Rule 10b5-1 Plan”). If the plan meets the requirements of Rule 10b5-1, transactions in Company Securities may occur even when the person who has entered into the plan is aware of material nonpublic information. To comply with the Policy, a Rule 10b5-1 Plan must be approved by the Administrators and meet the requirements of Rule 10b5-1. In general, a Rule 10b5-1 Plan must be entered into at a time when the person entering into the plan is not aware of material nonpublic information. Once the plan is adopted, the person must not exercise any influence over the amount of securities to be traded, the price at which they are to be traded or the date of the trade. The plan must either specify the amount, pricing, and timing of transactions in advance or delegate discretion on these matters to an independent third party. The plan must include a cooling-off period before trading can commence that, for directors or Section 16 Officers, ends on the later of 90 days after the adoption of the Rule 10b5-1 plan or two business days following the disclosure of the Company’s financial results in an SEC periodic report for the fiscal quarter in which the plan was adopted (but in any event, the required cooling-off period is subject to a maximum of 120 days after adoption of the plan), and for persons other than directors or officers, 30 days following the adoption or modification of a Rule 10b5-1 plan. A person may not enter into overlapping Rule 10b5-1 plans (subject to certain exceptions) and may only enter into one single-trade Rule 10b5-1 plans during any 12-month period. Directors and Section 16 Officers must include a representation in their Rule 10b5-1 plan certifying that: (i) they are not aware of any material nonpublic information; and (ii) they are adopting the plan in good faith and not as part of a plan or scheme to evade the prohibitions in Rule 10b-5. All persons entering into a Rule 10b5-1 plan must act in good faith with respect to that plan. Any Rule 10b5-1 Plan must be submitted for approval five days prior to entry into the Rule 10b5-1 Plan. No further pre-approval of transactions conducted pursuant to the Rule 10b5-1 Plan will be required. 15. Post-Termination Transactions This Policy continues to apply to transactions in Company Securities even after termination of service to the Company. If an individual is in possession of material nonpublic information when his or her service terminates, that individual may not engage in transactions in Company Securities
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Adopted as of October 29, 2025 10 until that information has become public or is no longer material. However, the pre-clearance procedures specified under the heading “Additional Procedures” above will cease to apply to transactions in Company Securities upon the expiration of any Restricted Period or other Company-imposed trading restrictions applicable at the time of the termination of service. 16. Consequences of Violations The purchase or sale of securities while aware of material nonpublic information, or the disclosure of material nonpublic information to others who then engage in transactions in the Company’s Securities, is prohibited by federal and state laws. Insider trading violations are pursued vigorously by the SEC, U.S. Attorneys, and state enforcement authorities, as well as enforcement authorities in foreign jurisdictions. Punishment for insider trading violations is severe and could include significant fines and imprisonment. While the regulatory authorities concentrate their efforts on the individuals who trade, or who tip inside information to others who trade, the federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by company personnel. An individual’s failure to comply with this Policy may subject the individual to Company-imposed sanctions, including dismissal for cause, whether or not the employee’s failure to comply results in a violation of law. In addition, a violation of law, or even an SEC investigation that does not result in prosecution, can tarnish a person’s reputation and irreparably damage a career. 17. Company Assistance Any person who has a question about this Policy or its application to any proposed transaction may obtain additional guidance from the Administrators. 18. Certification All Associated Persons must certify their understanding of, and intent to comply with, this Policy annually. * * * * * * * * * *
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Exhibit 21.1 - Subsidiaries of Diamond Hill Investment Group, Inc. December 31, 2025 Subsidiary company and place of incorporation Ownership Diamond Hill Capital Management, Inc. (Ohio) 100%
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Exhibit 23.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the registration statements (No. 333-265582, 333-256035, 333-197064) on Form S-8 of our reports dated February 26, 2026, with respect to the consolidated financial statements of Diamond Hill Investment Group, Inc. and subsidiaries and the effectiveness of internal control over financial reporting. /s/ KPMG LLP Columbus, Ohio February 26, 2026
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Exhibit 31.1 RULE 13a-14(a) CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER I, Heather E. Brilliant, certify that: 1. I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2025 of Diamond Hill Investment Group, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 26, 2026 /s/ Heather E. Brilliant Heather E. Brilliant Chief Executive Officer and President
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Exhibit 31.2 RULE 13a-14(a) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Thomas E. Line, certify that: 1. I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2025 of Diamond Hill Investment Group, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15e-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 26, 2026 /s/ Thomas E. Line Thomas E. Line Chief Financial Officer and Treasurer
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Exhibit 32.1 CERTIFICATIONS PURSUANT TO TITLE 18, UNITED STATES CODE, SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Diamond Hill Investment Group, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Heather E. Brilliant, Chief Executive Officer and President of the Company, and Thomas E. Line, Chief Financial Officer and Treasurer of the Company, certify, pursuant to Title 18, United States Code, Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of each such officer's knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Heather E. Brilliant Print Name: Heather E. Brilliant Title: Chief Executive Officer and President Date: February 26, 2026 /s/ Thomas E. Line Print Name: Thomas E. Line Title: Chief Financial Officer and Treasurer Date: February 26, 2026