Basic Stats
| LEI | 549300JGKN0NL8JSA469 |
| CIK | 946647 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Premier Financial Corp.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| March 13, 2025 |
15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 0-26850 PREMIER FINANCIAL CORP. (Exact name of registrant as specifie |
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| March 3, 2025 |
EX-4.3 Exhibit 4.3 SECOND SUPPLEMENTAL INDENTURE THIS SECOND SUPPLEMENTAL INDENTURE dated as of February 28, 2025, is by and among U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as Trustee (herein, together with its successors in interest, the “Trustee”), Wesbanco, Inc., a West Virginia corporation (the “Successor Company”), and Premier F |
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| March 3, 2025 |
Exhibit 4.1 FIRST SUPPLEMENTAL INDENTURE THIS FIRST SUPPLEMENTAL INDENTURE dated as of February 28, 2025 is by and among Wilmington Trust Company, a Delaware trust company, as Trustee (herein, together with its successors in interest, the “Trustee”), Wesbanco, Inc., a West Virginia corporation (the “Successor Company”), and Premier Financial Corp. (f/k/a First Defiance Financial Corp.), an Ohio co |
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| March 3, 2025 |
FIRST SUPPLEMENTAL INDENTURE (First Defiance Statutory Trust II) Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE (First Defiance Statutory Trust II) THIS FIRST SUPPLEMENTAL INDENTURE dated as of February 28, 2025 is by and among U.S. Bank Trust Company, National Association, a national banking association, as the ultimate successor in interest to LaSalle National Bank Association (in such capacity, together with its successors in interest, the “Trustee”), Wesbanco, In |
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| March 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2025 PREMIER FINANCIAL CORP. (Exact name of registrant as specified in its charter) Ohio 0-26850 34-1803915 (State or other jurisdiction of incorporation) (Commission fil |
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| February 28, 2025 |
EXHIBIT 19 PREMIER FINANCIAL CORP. INSIDER TRADING POLICY 1 EXHIBIT 19 Entity: Premier Financial Corp. & Affiliates Policy Type: Board Approving Group: Premier Financial Corp. Enterprise Risk Management Committee Risk Category: Corporate Governance Responsible Officer: Chief Legal Officer Policy Owner: Chief Legal Officer Original Effective/ Implementation Date: July 29, 2021 Most Recent Approval |
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| February 28, 2025 |
EXHIBIT 24.1 POWER OF ATTORNEY Each director and officer of Premier Financial Corp. (the Corporation), whose signature appears below hereby appoints Donald P. Hileman, Paul Nungester, and Shannon M. Kuhl, or any of them, as his or her attorney-in-fact, to sign, in his or her name and behalf and in any and all capacities stated below, and to cause to be filed with the Securities and Exchange Commis |
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| February 28, 2025 |
Exhibit 4.1 Description of Premier Financial Corp. Capital Stock As of December 31, 2024, Premier Financial Corp., an Ohio corporation (“Premier Financial,” the “Company,” “we,” or “our”), had one class of securities registered pursuant to Section 12 of the U.S. Securities Exchange Act of 1934, as amended: Common Stock, par value $0.01 per share (“Common Shares”). Effective January 31, 2020, Pre |
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| February 28, 2025 |
List of Subsidiaries of the Company Exhibit 21 List of Subsidiaries of First Defiance Financial Corp. Name Jurisdiction of Incorporation Premier Bank OH First Insurance Group of the Midwest, Inc. OH PFC Capital, LLC OH |
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| February 28, 2025 |
Premier Financial Corp. Short Term Incentive Program (2024) EXHIBIT 10.3 PREMIER FINANCIAL CORP. EXECUTIVE SHORT TERM INCENTIVE PLAN (Effective for Performance Periods Beginning On or After January 1, 2024) Premier Financial Corp. (the “Company”) maintains this Executive Short Incentive Plan (the “STIP”) to identify the specific performance related objectives required for the payout of short term cash incentives for the benefit of certain key executives of |
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| February 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-26850 PREMIER FINANCIAL CORP. (Exact name of registrant a |
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| February 28, 2025 |
Exhibit 97 Compensation Clawback Policy POLICY STATEMENT: Premier Financial Corp. (the “Company”) has adopted this Compensation Clawback Policy (the “Policy”) in order to ensure that incentive compensation is paid based on accurate financial and operating data and the correct calculation of performance against applicable incentive targets. In the event of a restatement of the financial or operatin |
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| February 24, 2025 |
As filed with the Securities and Exchange Commission on February 24, 2025 As filed with the Securities and Exchange Commission on February 24, 2025 Registration No. |
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| February 13, 2025 |
WesBanco, Inc. and Premier Financial Corp. Announce Regulatory Approvals for Pending Merger Exhibit 99.1 PRESS RELEASE For Immediate Release WesBanco, Inc. and Premier Financial Corp. Announce Regulatory Approvals for Pending Merger WHEELING, W.Va., (February 12, 2025) — WesBanco, Inc. (“WesBanco”) (Nasdaq: WSBC) and Premier Financial Corp. (“Premier”) (Nasdaq: PFC) today announced that they have received all necessary regulatory approvals for the pending merger of Premier with and into |
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| February 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2025 Premier Financial Corp. (Exact name of Registrant as Specified in Its Charter) Ohio 0-26850 34-1803915 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| February 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2025 WESBANCO, INC. (Exact name of Registrant as Specified in Its Charter) West Virginia 001-39442 55-0571723 (State or Other Jurisdiction of Incorporation) (Commission F |
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| January 29, 2025 |
Filed by Wesbanco, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Premier Financial Corp. Commission File No: 0-26850 Date: January 29, 2025 The following is an excerpt of a transcript of a conference call held on January 23, 2025 related to Wesbanco, Inc’s fourth quarter 2024 financial |
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| January 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2025 WESBANCO, INC. (Exact name of Registrant as Specified in Its Charter) West Virginia 001-39442 55-0571723 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| January 21, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2025 Premier Financial Corp. (Exact name of Registrant as Specified in Its Charter) Ohio 0-26850 34-1803915 (State or Other Jurisdiction of Incorporation) (Commission File |
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| January 21, 2025 |
PREMIER FINANCIAL CORP. ANNOUNCES FULL YEAR 2024 RESULTS Declared dividend of $0.31 per share Exhibit 99.1 Contact: Paul Nungester EVP and CFO 419.785.8700 [email protected] FOR IMMEDIATE RELEASE PREMIER FINANCIAL CORP. ANNOUNCES FULL YEAR 2024 RESULTS Declared dividend of $0.31 per share Fourth Quarter Highlights • Earnings per share of $0.58 or $0.63 excluding transaction costs, increases of $0.12 and $0.09, respectively, from third quarter 2024 • Interest-bearing deposit co |
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| January 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 06, 2025 WESBANCO, INC. (Exact name of Registrant as Specified in Its Charter) West Virginia 001-39442 55-0571723 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| December 13, 2024 |
WesBanco, Inc. and Premier Financial Corp. Announce Shareholder Approvals of Merger Agreement Exhibit 99.1 PRESS RELEASE For Immediate Release WesBanco, Inc. and Premier Financial Corp. Announce Shareholder Approvals of Merger Agreement WHEELING, W.Va., (December 11, 2024) — WesBanco, Inc. (“WesBanco”) (Nasdaq: WSBC) and Premier Financial Corp. (“Premier”) (Nasdaq: PFC) today announced that WesBanco’s shareholders and Premier’s shareholders have each voted overwhelmingly to adopt and appro |
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| December 13, 2024 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2024 Premier Financial Corp. (Exact name of Registrant as Specified in Its Charter) Ohio 0-26850 34-1803915 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| December 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2024 WESBANCO, INC. (Exact name of Registrant as Specified in Its Charter) West Virginia 001-39442 55-0571723 (State or Other Jurisdiction of Incorporation) (Commission F |
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| November 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2024 WESBANCO, INC. (Exact name of Registrant as Specified in Its Charter) West Virginia 001-39442 55-0571723 (State or Other Jurisdiction of Incorporation) (Commission F |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 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: 0-26850 Premier Financial Corp. |
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| November 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2024 WESBANCO, INC. (Exact name of Registrant as Specified in Its Charter) West Virginia 001-39442 55-0571723 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| November 1, 2024 |
Filed by Premier Financial Corp. 425 Filed by Premier Financial Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Act of 1934 Subject Company: Premier Financial Corp. SEC File No.: 000-26850 Date: November 1, 2024 MERGER PROXY PLEASE VOTE SAMPLE-EPB Your vote is very important. Please vote your shares today. Be sure to look for your The special shareholder me |
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| October 30, 2024 |
Filed by Wesbanco, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Premier Financial Corp. Commission File No: 0-26850 Date: October 30, 2024 The following is an excerpt of a transcript of a conference call held on October 24, 2024 related to Wesbanco, Inc’s third quarter 2024 financial r |
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| October 29, 2024 |
DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2024 WESBANCO, INC. (Exact name of Registrant as Specified in Its Charter) West Virginia 001-39442 55-0571723 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| October 22, 2024 |
PREMIER FINANCIAL CORP. ANNOUNCES THIRD QUARTER 2024 RESULTS Declared dividend of $0.31 per share Exhibit 99.1 Contact: Paul Nungester EVP and CFO 419.785.8700 [email protected] FOR IMMEDIATE RELEASE PREMIER FINANCIAL CORP. ANNOUNCES THIRD QUARTER 2024 RESULTS Declared dividend of $0.31 per share Third Quarter Highlights • Announced strategic merger with Wesbanco, Inc. • Earnings per share of $0.46 or $0.54 excluding transaction costs, increases of $0.01 and $0.09, respectively, f |
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| October 22, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2024 Premier Financial Corp. (Exact name of Registrant as Specified in Its Charter) Ohio 0-26850 34-1803915 (State or Other Jurisdiction of Incorporation) (Commission File |
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| October 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2024 WESBANCO, INC. (Exact name of Registrant as Specified in Its Charter) West Virginia 001-39442 55-0571723 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| September 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2024 Wesbanco, Inc. (Exact name of Registrant as Specified in Its Charter) West Virginia 001-39442 55-0571723 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2024 WESBANCO, INC. (Exact name of Registrant as Specified in Its Charter) West Virginia 001-39442 55-0571723 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 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: 0-26850 Premier Financial Corp. |
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| August 6, 2024 |
August 6, 2024 Shannon Davis Division of Corporate Finance Office of Finance United States Securities and Exchange Commission 100 F. |
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| July 29, 2024 |
Filed by Wesbanco, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Premier Financial Corp. Commission File No: 0-26850 Date: July 29, 2024 The following is an excerpt of a transcript of a conference call held on July 26, 2024 related to Wesbanco, Inc’s second quarter 2024 financial result |
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| July 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2024 Premier Financial Corp. (Exact name of Registrant as Specified in Its Charter) Ohio 0-26850 34-1803915 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| July 26, 2024 |
Exhibit 99.1 WesBanco, Inc. Announces Transformative Merger with Premier Financial Corp. Creates a community-focused, regional financial services partner with $27+ billion in assets Announces $200 million in capital commitments in support of the merger WHEELING, W.Va., July 26, 2024 – WesBanco, Inc. (“WesBanco”) (NASDAQ: WSBC) and Premier Financial Corp. (“Premier”) (NASDAQ: PFC) jointly announced |
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| July 26, 2024 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2024 Premier Financial Corp. (Exact name of Registrant as Specified in Its Charter) Ohio 0-26850 34-1803915 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| July 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2024 Premier Financial Corp. (Exact name of Registrant as Specified in Its Charter) Ohio 0-26850 34-1803915 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| July 26, 2024 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated as of July 25, 2024 by and among WESBANCO, INC. WESBANCO BANK, INC., PREMIER FINANCIAL CORP. and PREMIER BANK TABLE OF CONTENTS Page ARTICLE ONE — THE MERGER 2 1.01. Merger; Surviving Corporation 2 1.02. Bank Merger; Surviving Bank Corporation 2 1.03. Effective Time 3 1.04. Effects of the Merger 3 1.05. Effects of the Bank Merger 4 1 |
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| July 26, 2024 |
Exhibit 99.1 Contact: Paul Nungester EVP and CFO 419.785.8700 [email protected] FOR IMMEDIATE RELEASE PREMIER FINANCIAL CORP. ANNOUNCES SECOND QUARTER 2024 RESULTS AND STRATEGIC MERGER WITH WESBANCO, INC. DEFIANCE, OHIO (July 26, 2024) – Premier Financial Corp. (Nasdaq: PFC) (“Premier” or the “Company”) announced today 2024 second quarter results and the signing of a definitive |
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| July 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2024 Wesbanco, Inc. (Exact name of Registrant as Specified in Its Charter) West Virginia 001-39442 55-0571723 (State or Other Jurisdiction of Incorporation) (Commission File |
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| July 23, 2024 |
June 23, 2024 Shannon Davis Division of Corporate Finance Office of Finance United States Securities and Exchange Commission 100 F. |
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| May 3, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2024 Premier Financial Corp. (Exact name of Registrant as Specified in Its Charter) Ohio 0-26850 34-1803915 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 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: 0-26850 Premier Financial Corp. |
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| April 23, 2024 |
PREMIER FINANCIAL CORP. ANNOUNCES FIRST QUARTER 2024 RESULTS Declared dividend of $0.31 per share EXHIBIT 99.1 FOR IMMEDIATE RELEASE PREMIER FINANCIAL CORP. ANNOUNCES FIRST QUARTER 2024 RESULTS Declared dividend of $0.31 per share First Quarter 2024 Highlights • Deposit average balances up 2.6% annualized • Earning asset average balances up 1.0% annualized • Loans/Deposits ratio down 110 basis points • Non-interest income up 6.0% • Non-interest expenses down 7% from first quarter 2023 or flat |
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| April 23, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2024 Premier Financial Corp. (Exact name of Registrant as Specified in Its Charter) Ohio 0-26850 34-1803915 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| March 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| March 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| February 28, 2024 |
List of Subsidiaries of the Company Exhibit 21 List of Subsidiaries of First Defiance Financial Corp. Name Jurisdiction of Incorporation Premier Bank OH First Insurance Group of the Midwest, Inc. OH PFC Capital, LLC OH |
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| February 28, 2024 |
Severance and Change in Control Protection Agreement with Shannon M. Kuhl, effective April 1, 2022 EXHIBIT 10.23 PREMIER BANK SEVERANCE AND CHANGE IN CONTROL PROTECTION AGREEMENT This Severance and Change in Control Protection Agreement (this “Agreement”), dated as of April 1, 2022 (the “Effective Date”), is entered into by and between Premier Bank (the “Company”), and Shannon M. Kuhl (the “Executive” and, together with the Company, the “Parties”). WITNESSETH: WHEREAS, the Executive is a key se |
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| February 28, 2024 |
Exhibit 10.8 PREMIER FINANCIAL CORP. 2018 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (Non-Employee Director) Grantee: Grant Date: Number of Shares of Restricted Stock Granted: Vesting Schedule: 100% on the first anniversary of the Grant Date (the “Vesting Date”) This Restricted Stock Award Agreement (this “Agreement”) is made as the Grant Date set forth above by and between Premier Fin |
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| February 28, 2024 |
Premier Financial Corp. Form of Restricted Stock Award Agreement (2024) EXHIBIT 10.29 PREMIER FINANCIAL CORP. EXECUTIVE SHORT TERM INCENTIVE PLAN (Effective for Performance Periods Beginning On or After January 1, 2024) Premier Financial Corp. (the “Company”) maintains this Executive Short Incentive Plan (the “STIP”) to identify the specific performance related objectives required for the payout of short term cash incentives for the benefit of certain key executives o |
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| February 28, 2024 |
Exhibit 10.5 PREMIER FINANCIAL CORP. 2018 LONG TERM INCENTIVE PLAN LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE UNITS AWARD AGREEMENT Grantee: Grant Date: Target Award: Performance Period: Period commencing on January 1, 20XX, and ending on December 31, 20XX This Long Term Incentive Plan (“LTIP”) Performance Share Units Award Agreement (this “Agreement”) is made and entered into as of the Grant Date |
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| February 28, 2024 |
EXHIBIT 24.1 POWER OF ATTORNEY Each director and officer of Premier Financial Corp. (the Corporation), whose signature appears below hereby appoints Gary M. Small, Paul Nungester, and Shannon M. Kuhl, or any of them, as his or her attorney-in-fact, to sign, in his or her name and behalf and in any and all capacities stated below, and to cause to be filed with the Securities and Exchange Commission |
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| February 28, 2024 |
EXHIBIT 10.27 PREMIER FINANCIAL CORP. 2018 LONG TERM INCENTIVE PLAN LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE UNITS AWARD AGREEMENT Grantee: Grant Date: Target Award: Performance Period: Period commencing on January 1, 20XX, and ending on December 31, 20XX This Long Term Incentive Plan (“LTIP”) Performance Share Units Award Agreement (this “Agreement”) is made and entered into as of the Grant Dat |
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| February 28, 2024 |
Exhibit 97 Compensation Clawback Policy POLICY STATEMENT: Premier Financial Corp. (the “Company”) has adopted this Compensation Clawback Policy (the “Policy”) in order to ensure that incentive compensation is paid based on accurate financial and operating data and the correct calculation of performance against applicable incentive targets. In the event of a restatement of the financial or operatin |
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| February 28, 2024 |
Premier Financial Corp. Form of Restricted Stock Award Agreement (2024) EXHIBIT 10.18 PREMIER FINANCIAL CORP. 2018 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT Grantee: Grant Date: Number of Shares of Restricted Stock Granted: Vesting Schedule: This Restricted Stock Award Agreement (this “Agreement”) is made as the Grant Date set forth above by and between Premier Financial Corp., an Ohio corporation (the “Company”), and the Grantee identified above. Undefin |
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| February 28, 2024 |
Premier Financial Corp. Form of Restricted Stock Award Agreement (2023) Exhibit 10.6 PREMIER FINANCIAL CORP. 2018 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT Grantee: Grant Date: Number of Shares of Restricted Stock Granted: Vesting Schedule: 100% on the third anniversary of the Grant Date (the “Vesting Date”) This Restricted Stock Award Agreement (this “Agreement”) is made as the Grant Date set forth above by and between Premier Financial Corp., an Ohio co |
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| February 28, 2024 |
Premier Financial Corp. Form of Restricted Stock Award Agreement (NonEmployee Director) (2024) EXHIBIT 10.28 PREMIER FINANCIAL CORP. 2018 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (Non-Employee Director) Grantee: Grant Date: April 25, 2023 Number of Shares of Restricted Stock Granted: Vesting Schedule: 100% on the first anniversary of the Grant Date (the “Vesting Date”) This Restricted Stock Award Agreement (this “Agreement”) is made as the Grant Date set forth above by and bet |
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| February 28, 2024 |
United Community Financial Corp. 2017 Deferred Compensation Plan Exhibit 10.7 UNITED COMMUNITY FINANCIAL CORP. DEFERRED COMPENSATION PLAN AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2017 1. Plan Amendment and Restatement. Effective January 1, 2016, United Community Financial Corp. (the “Company”) adopted the United Community Financial Corp. Deferred Compensation Plan (the “Plan”), an unfunded deferred compensation plan for a select group of key management or high |
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| February 28, 2024 |
Premier Financial Corp. Short Term Incentive Program (2023) Exhibit 10.4 PREMIER FINANCIAL CORP. EXECUTIVE SHORT TERM INCENTIVE PLAN (Effective for Performance Periods Beginning On or After January 1, 2022) Premier Financial Corp. (the “Company”) maintains this Executive Short Incentive Plan (the “STIP”) to identify the specific performance related objectives required for the payout of short term cash incentives for the benefit of certain key executives of |
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| February 28, 2024 |
Exhibit 4.1 Description of Premier Financial Corp. Capital Stock As of December 31, 2023, Premier Financial Corp., an Ohio corporation (“Premier Financial,” the “Company,” “we,” or “our”), had one class of securities registered pursuant to Section 12 of the U.S. Securities Exchange Act of 1934, as amended: Common Stock, par value $0.01 per share (“Common Shares”). Effective January 31, 2020, Pre |
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| February 28, 2024 |
Severance and Change in Control Protection Agreement with Rick L. Hull, effective February 7, 2024 EXHIBIT 10.22 PREMIER BANK SEVERANCE AND CHANGE IN CONTROL PROTECTION AGREEMENT This Severance and Change in Control Protection Agreement (this “Agreement”), dated as of February 7, 2024 (the “Effective Date”), is entered into by and between Premier Bank (the “Company”), and Rick L. Hull (the “Executive” and, together with the Company, the “Parties”). WITNESSETH: WHEREAS, the Executive is a key se |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-26850 PREMIER FINANCIAL CORP. (Exact name of registrant a |
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| February 13, 2024 |
PFC / Premier Financial Corp. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01729-premierfinancialcorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Premier Financial Corp Title of Class of Securities: Common Stock CUSIP Number: 74052F108 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to |
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| February 9, 2024 |
PFC / Premier Financial Corp. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 24 )* Premier Financial Corp (Name of Issuer) Common Stock (Title of Class of Securities) 74052F108 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo |
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| January 23, 2024 |
PREMIER FINANCIAL CORP. ANNOUNCES FULL YEAR 2023 RESULTS Declared dividend of $0.31 per share Exhibit 99.1 FOR IMMEDIATE RELEASE PREMIER FINANCIAL CORP. ANNOUNCES FULL YEAR 2023 RESULTS Declared dividend of $0.31 per share Fourth Quarter 2023 Highlights • Deposit growth of $77 million (up 4% annualized), including $128 million for core customer deposits excluding brokered (up 8% annualized) • Loan growth of $43 million (up 3% annualized), including $63 million for commercial loan (up 6% an |
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| January 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2024 Premier Financial Corp. (Exact name of Registrant as Specified in Its Charter) Ohio 0-26850 34-1803915 (State or Other Jurisdiction of Incorporation) (Commission File |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 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: 0-26850 Premier Financial Corp. |
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| October 24, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2023 Premier Financial Corp. (Exact name of Registrant as Specified in Its Charter) Ohio 0-26850 34-1803915 (State or Other Jurisdiction of Incorporation) (Commission File |
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| October 24, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE PREMIER FINANCIAL CORP. ANNOUNCES THIRD QUARTER 2023 RESULTS Including Core Deposit Growth and Increased Net Interest Margin Third Quarter 2023 Highlights • Core net income up from prior quarter • Net interest margin increased one basis point to 2.73% from prior quarter • Deposit growth of $71 million (up 4.1% annualized), including $92 million for core customer |
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| August 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 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: 0-26850 Premier Financial Corp. |
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| July 25, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2023 Premier Financial Corp. (Exact name of Registrant as Specified in Its Charter) Ohio 0-26850 34-1803915 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| July 25, 2023 |
Exhibit 99.1 Contact: Paul Nungester EVP and CFO 419.785.8700 [email protected] FOR IMMEDIATE RELEASE PREMIER FINANCIAL CORP. ANNOUNCES SECOND QUARTER 2023 RESULTS Completes sale of insurance agency for $36 million gain Strengthens capital, liquidity and interest rate asset sensitivity Second Quarter 2023 Highlights • Completed sale of insurance agency at a significant gain that stren |
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| June 30, 2023 |
Exhibit 99.1 Risk Strategies Acquires First Insurance Group Purchase from Premier Financial Corp. adds to expertise, presence in Ohio. BOSTON and DEFIANCE, OH June 30, 2023 - Risk Strategies, a leading national specialty insurance brokerage and risk management firm, and Premier Financial Corporation, today announced that Risk Strategies has acquired Ohio-based First Insurance Group from Premier Fi |
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| June 30, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2023 Premier Financial Corp. (Exact name of Registrant as Specified in Its Charter) Ohio 0-26850 34-1803915 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| May 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 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: 0-26850 Premier Financial Corp. |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023 Premier Financial Corp. (Exact name of Registrant as Specified in Its Charter) Ohio 0-26850 34-1803915 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| April 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023 Premier Financial Corp. (Exact name of Registrant as Specified in Its Charter) Ohio 0-26850 34-1803915 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| April 25, 2023 |
Exhibit 99.1 Contact: Paul Nungester EVP and CFO 419.785.8700 [email protected] FOR IMMEDIATE RELEASE PREMIER FINANCIAL CORP. ANNOUNCES FIRST QUARTER 2023 RESULTS INCLUDING SOLID CAPITAL AND LIQUIDITY LEVELS First Quarter 2023 Highlights • CET1 ratio increased 5 basis points to 9.96% and tangible equity ratio increased 25 basis points to 7.03% from the prior quarter • Delinquencies de |
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| March 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| March 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| March 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-26850 PREMIER FINANCIAL CORP. (Exact name of registrant a |
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| March 1, 2023 |
Exhibit 10.5 PREMIER FINANCIAL CORP. 2018 LONG TERM INCENTIVE PLAN LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE UNITS AWARD AGREEMENT Grantee: Grant Date: Target Award: Performance Period: Period commencing on January 1, 20XX, and ending on December 31, 20XX This Long Term Incentive Plan (“LTIP”) Performance Share Units Award Agreement (this “Agreement”) is made and entered into as of the Grant Date |
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| March 1, 2023 |
Exhibit 4.1 Description of Premier Financial Corp. Capital Stock As of December 31, 2022, Premier Financial Corp., an Ohio corporation (“Premier Financial,” the “Company,” “we,” or “our”), had one class of securities registered pursuant to Section 12 of the U.S. Securities Exchange Act of 1934, as amended: Common Stock, par value $0.01 per share (“Common Shares”). Effective January 31, 2020, Pre |
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| March 1, 2023 |
List of Subsidiaries of the Company Exhibit 21 List of Subsidiaries of First Defiance Financial Corp. Name Jurisdiction of Incorporation Premier Bank OH First Insurance Group of the Midwest, Inc. OH PFC Risk Management, Inc. NV PFC Capital, LLC OH |
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| March 1, 2023 |
Premier Financial Corp. Restricted Stock Award Agreement (2023) Exhibit 10.6 PREMIER FINANCIAL CORP. 2018 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT Grantee: Grant Date: Number of Shares of Restricted Stock Granted: Vesting Schedule: 100% on the third anniversary of the Grant Date (the “Vesting Date”) This Restricted Stock Award Agreement (this “Agreement”) is made as the Grant Date set forth above by and between Premier Financial Corp., an Ohio co |
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| March 1, 2023 |
EXHIBIT 24.1 POWER OF ATTORNEY Each director and officer of Premier Financial Corp. (the Corporation), whose signature appears below hereby appoints Gary M. Small, Paul Nungester, and Shannon M. Kuhl, or any of them, as his or her attorney-in-fact, to sign, in his or her name and behalf and in any and all capacities stated below, and to cause to be filed with the Securities and Exchange Commission |
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| March 1, 2023 |
Premier Financial Corp. Short Term Incentive Program (2023) Exhibit 10.4 PREMIER FINANCIAL CORP. EXECUTIVE SHORT TERM INCENTIVE PLAN (Effective for Performance Periods Beginning On or After January 1, 2022) Premier Financial Corp. (the “Company”) maintains this Executive Short Incentive Plan (the “STIP”) to identify the specific performance related objectives required for the payout of short term cash incentives for the benefit of certain key executives of |
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| March 1, 2023 |
United Community Financial Corp. 2017 Deferred Compensation Plan Exhibit 10.28 UNITED COMMUNITY FINANCIAL CORP. DEFERRED COMPENSATION PLAN AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2017 1. Plan Amendment and Restatement. Effective January 1, 2016, United Community Financial Corp. (the “Company”) adopted the United Community Financial Corp. Deferred Compensation Plan (the “Plan”), an unfunded deferred compensation plan for a select group of key management or hig |
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| March 1, 2023 |
Exhibit 10.23 PREMIER BANK SEVERANCE AND CHANGE IN CONTROL PROTECTION AGREEMENT This Severance and Change in Control Protection Agreement (this “Agreement”), dated as of July 1, 2022 (the “Effective Date”), is entered into by and between Premier Bank (the “Company”), and Tina Nutter (the “Executive” and, together with the Company, the “Parties”). WITNESSETH: WHEREAS, the Executive is a key senior |
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| March 1, 2023 |
Form of Premier Financial Corp. Restricted Stock Award Agreement (NonEmployee Director) (2023) Exhibit 10.7 PREMIER FINANCIAL CORP. 2018 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (Non-Employee Director) Grantee: Grant Date: Number of Shares of Restricted Stock Granted: Vesting Schedule: 100% on the first anniversary of the Grant Date (the “Vesting Date”) This Restricted Stock Award Agreement (this “Agreement”) is made as the Grant Date set forth above by and between Premier Fin |
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| February 10, 2023 |
PFC / Premier Financial Corp. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 23 )* Premier Financial Corp (Name of Issuer) Common Stock (Title of Class of Securities) 74052F108 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo |
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| February 9, 2023 |
PFC / Premier Financial Corp. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01703-premierfinancialcorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Premier Financial Corp. Title of Class of Securities: Common Stock CUSIP Number: 74052F108 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to |
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| January 24, 2023 |
PREMIER FINANCIAL CORP. ANNOUNCES FULL YEAR 2022 RESULTS AND DIVIDEND INCREASE FOR IMMEDIATE RELEASE PREMIER FINANCIAL CORP. ANNOUNCES FULL YEAR 2022 RESULTS AND DIVIDEND INCREASE Fourth Quarter 2022 Highlights • Loan growth of $239.0 million (up 15.1% annualized) including $131.5 million for commercial loans excluding PPP (up 12.8% annualized) • Customer deposits growth of $100.4 million (up 6.0% annualized) including $43.0 million of non-interest-bearing (up 9.4% annualize |
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| January 24, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2023 Premier Financial Corp. (Exact name of Registrant as Specified in Its Charter) Ohio 0-26850 34-1803915 (State or Other Jurisdiction of Incorporation) (Commission File |
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| December 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2022 Premier Financial Corp. (Exact name of Registrant as Specified in Its Charter) Ohio 0-26850 34-1803915 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| November 7, 2022 |
EXHIBIT 107 Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Aggregate Offering Price Per Share(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common stock, $0. |
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| November 7, 2022 |
As filed with the Securities and Exchange Commission on November 7, 2022 As filed with the Securities and Exchange Commission on November 7, 2022 Registration No. |
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| November 7, 2022 |
EXHIBIT 24 Power of Attorney Registration Statement on Form S-8 KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors/officers of Premier Financial Corp. |
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| November 7, 2022 |
Premier Financial Corp.Employee Share Purchase Plan EXHIBIT 10.1 PREMIER FINANCIAL CORP. EMPLOYEE SHARE PURCHASE PLAN PREMIER FINANCIAL CORP. EMPLOYEE SHARE PURCHASE PLAN As Amended and Restated, Effective October 25, 2022 ARTICLE I. PURPOSE AND COMMITMENT 1.1 Purpose. The purpose of the Premier Financial Corp. Employee Share Purchase Plan (formerly known as the Premier Financial Corp. Employee Investment Plan) (the ?Plan?) is to make available to |
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| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 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: 0-26850 Premier Financial Corp. |
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| October 25, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2022 Premier Financial Corp. (Exact name of Registrant as Specified in Its Charter) Ohio 0-26850 34-1803915 (State or Other Jurisdiction of Incorporation) (Commission File |
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| October 25, 2022 |
Contact: Paul Nungester EVP and CFO 419.785.8700 [email protected] FOR IMMEDIATE RELEASE PREMIER FINANCIAL CORP. ANNOUNCES THIRD QUARTER 2022 RESULTS INCLUDING CONTINUED STRONG LOAN AND DEPOSIT GROWTH Third Quarter 2022 Highlights ? Loan growth of $300.9 million (up 19.9% annualized) including $151.0 million for commercial loans excluding PPP (up 15.2% annualized) and $114.2 million f |
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| August 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 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: 0-26850 Premier Financial Corp. |
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| July 26, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2022 Premier Financial Corp. (Exact name of Registrant as Specified in Its Charter) Ohio 0-26850 34-1803915 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| July 26, 2022 |
Contact: Paul Nungester EVP and CFO 419.785.8700 [email protected] FOR IMMEDIATE RELEASE PREMIER FINANCIAL CORP. ANNOUNCES SECOND QUARTER 2022 RESULTS INCLUDING STRONG LOAN AND DEPOSIT GROWTH Second Quarter 2022 Highlights ? Loan growth of $494.1 million (up 35.7% annualized) including $314.8 million for commercial loans excluding PPP (up 34.5% annualized) and $139.2 million for resid |
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| May 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2022 Premier Financial Corp. (Exact name of Registrant as Specified in Its Charter) Ohio 0-26850 34-1803915 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| May 18, 2022 |
Exhibit 10.01 PREMIER BANK SEVERANCE AND CHANGE IN CONTROL PROTECTION AGREEMENT This Severance and Change in Control Protection Agreement (this ?Agreement?), dated as of April 1, 2022 (the ?Effective Date?), is entered into by and between Premier Bank (the ?Company?), and Varun Chandhok (the ?Executive? and, together with the Company, the ?Parties?). WITNESSETH: WHEREAS, the Executive is a key sen |
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| May 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 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: 0-26850 Premier Financial Corp. |
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| April 28, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2022 Premier Financial Corp. (Exact name of Registrant as Specified in Its Charter) Ohio 0-26850 34-1803915 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| April 26, 2022 |
Financial Statements and Highlights Follow- Exhibit 99.1 Contact: Paul Nungester EVP and CFO 419.785.8700 [email protected] FOR IMMEDIATE RELEASE PREMIER FINANCIAL CORP. ANNOUNCES FIRST QUARTER 2022 RESULTS INCLUDING STRONG LOAN GROWTH First Quarter 2022 Highlights ? Loan growth of $132.4 million excluding PPP (up 10.1% annualized) including $97.4 million for commercial loans (up 11.0% annualized) ? Deposit growth of $35.2 mill |
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| April 26, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2022 Premier Financial Corp. (Exact name of Registrant as Specified in Its Charter) Ohio 0-26850 34-1803915 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| April 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| March 10, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use |
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| March 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (a |
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| March 1, 2022 |
EXHIBIT 24.1 POWER OF ATTORNEY Each director and officer of Premier Financial Corp. (the Corporation), whose signature appears below hereby appoints Gary M. Small, Paul Nungester, and Shannon M. Kuhl, or any of them, as his or her attorney-in-fact, to sign, in his or her name and behalf and in any and all capacities stated below, and to cause to be filed with the Securities and Exchange Commission |
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| March 1, 2022 |
List of Subsidiaries of the Company Exhibit 21 List of Subsidiaries of First Defiance Financial Corp. Name Jurisdiction of Incorporation Premier Bank OH First Insurance Group of the Midwest, Inc. OH PFC Risk Management, Inc. NV PFC Capital, LLC OH |
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| March 1, 2022 |
Exhibit 10.28 PREMIER FINANCIAL CORP. 2018 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (Non-Employee Director) Grantee: Grant Date: Number of Shares of Restricted Stock Granted: Vesting Schedule: 100% on the first anniversary of the Grant Date (the ?Vesting Date?) This Restricted Stock Award Agreement (this ?Agreement?) is made as the Grant Date set forth above by and between Premier Fi |
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| March 1, 2022 |
EX-10.10 4 pfc-ex1010.htm EX-10.10 Exhibit 10.10 PREMIER FINANCIAL CORP. Deferred Compensation Plan Effective Date September 1, 2021 Article I Establishment and Purpose 1 Article II Definitions 1 Content Copyright ©2018 Newport Group, Inc. All Rights Reserved. 0147467.0747156 4813-1425-9191v4 Article III Eligibility and Participation 7 Article IV Deferrals 8 Article V Company Contributions 11 Arti |
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| March 1, 2022 |
EX-10.27 6 pfc-ex1027.htm EX-10.27 Exhibit 10.27 AMENDMENT TO EQUITY AWARD AGREEMENTS OF GARY M. SMALL This Amendment to Equity Award Agreements of Gary M. Small (this “Amendment”) is entered into effective April 1, 2021 by and between Premier Financial Corp. (the “Company”) and Gary M. Small (“Grantee”). RECITALS: A. The Company and Grantee entered into that certain Employment Agreement dated Sep |
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| March 1, 2022 |
Amendment to Performance Share Units Award Agreements of Donald P. Hileman Exhibit 10.26 AMENDMENT TO PERFORMANCE SHARE UNITS AWARD AGREEMENTS OF DONALD P. HILEMAN This Amendment to Performance Share Units Award Agreements of Donald P. Hileman (this ?Amendment?) is entered into effective April 1, 2021 by and between Premier Financial Corp. (the ?Company?) and Donald P. Hileman (the ?Grantee?). RECITALS: A. The Company and Grantee entered into that certain Performance Sha |
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| March 1, 2022 |
EX-10.3 2 pfc-ex103.htm EX-10.3 Exhibit 10.3 PREMIER FINANCIAL CORP. AMENDED AND RESTATED 2015 LONG TERM INCENTIVE PLAN SECTION 1. PURPOSE AND EFFECTIVE DATE 1.1 Purpose. The purpose of the Premier Financial Corp. 2015 Long Term Incentive Plan (the “Plan”) is to provide a means through which the Company and its Subsidiaries may attract and retain Employees and Non-Employee Directors, to provide in |
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| March 1, 2022 |
Exhibit 10.4 PREMIER FINANCIAL CORP. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN The purpose of the Plan is to promote the Company?s long-term financial success and increase shareholder value by motivating performance through incentive compensation. The Plan also is intended to encourage Participants to acquire ownership interests in the Company, attract and retain talented employees and direc |
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| March 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-26850 PREMIER FINANCIAL CORP. (Exact name of registrant a |
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| February 23, 2022 |
Exhibit 10.1 PREMIER FINANCIAL CORP. LONG TERM INCENTIVE PROGRAM (Effective for Performance Periods Beginning On or After January 1, 2022) Premier Financial Corp. (the ?Company?) maintains the Long Term Incentive Program (the ?LTI Program?) to identify the specific performance related objectives associated with certain equity incentive grants, or with the issuance of incentives payable in shares o |
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| February 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2022 PREMIER FINANCIAL CORP. (Exact name of registrant as specified in its charter) Ohio (State or other jurisdiction of incorporation) 0-26850 (Commission File No.) 34-1 |
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| February 23, 2022 |
Exhibit 10.2 PREMIER FINANCIAL CORP. 2015 LONG TERM INCENTIVE PLAN LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE UNITS AWARD AGREEMENT Grantee: Grant Date: Target Award: Performance Period: Period commencing on January 1, 20XX, and ending on December 31, 20XX This Long Term Incentive Plan (?LTIP?) Performance Share Units Award Agreement (this ?Agreement?) is made and entered into as of the Grant Date |
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| February 23, 2022 |
Exhibit 10.4 PREMIER FINANCIAL CORP. EXECUTIVE SHORT TERM INCENTIVE PLAN (Effective for Performance Periods Beginning On or After January 1, 2022) Premier Financial Corp. (the ?Company?) maintains this Executive Short Incentive Plan (the ?STIP?) to identify the specific performance related objectives required for the payout of short term cash incentives for the benefit of certain key executives of |
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| February 23, 2022 |
Exhibit 10.3 PREMIER FINANCIAL CORP. 2018 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT Grantee: Grant Date: Number of Shares of Restricted Stock Granted: Vesting Schedule: 100% on the third anniversary of the Grant Date (the ?Vesting Date?) This Restricted Stock Award Agreement (this ?Agreement?) is made as the Grant Date set forth above by and between Premier Financial Corp., an Ohio co |
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| February 10, 2022 |
PFC / Premier Financial Corp. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Premier Financial Corp. Title of Class of Securities: Common Stock CUSIP Number: 74052F108 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is file |
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| February 8, 2022 |
PFC / Premier Financial Corp. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 22 )* Premier Financial Corp (Name of Issuer) Common Stock (Title of Class of Securities) 74052F108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi |
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| January 25, 2022 |
Contact: Paul Nungester EVP and CFO 419.785.8700 [email protected] FOR IMMEDIATE RELEASE PREMIER FINANCIAL CORP. ANNOUNCES SOLID 2021 RESULTS Increases Quarterly Dividend Increases Buyback Authorization Fourth Quarter 2021 Highlights ? Loan growth of $112 million excluding PPP (up 9% annualized) including $88 million for commercial loans (up 10% annualized) during 2021 fourth quarter |
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| January 25, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2022 Premier Financial Corp. (Exact name of Registrant as Specified in Its Charter) Ohio 0-26850 34-1803915 (State or Other Jurisdiction of Incorporation) (Commission File |
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| January 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 03, 2022 Premier Financial Corp. (Exact name of Registrant as Specified in Its Charter) Ohio 0-26850 34-1803915 (State or Other Jurisdiction of Incorporation) (Commission File |
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| January 7, 2022 |
Exhibit 99.1 Contact: Alicia Miller, Communications & Marketing Manager 330-742-0650 [email protected] Kathy Bushway Chief Marketing Officer 330-742-0638 [email protected] FOR IMMEDIATE RELEASE Premier financial corp. announces appointment of nikki lanier, jd to its board of directors Defiance, OH (January 7, 2022) ? Premier Financial Corp. (Nasdaq: PFC), the holding company |
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| December 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2021 PREMIER FINANCIAL CORP. (Exact name of registrant as specified in its charter) Ohio (State or other jurisdiction of incorporation) 0-26850 (Commission File No.) 34-18 |
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| November 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 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: 0-26850 Premier Financial Corp. |
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| October 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2021 PREMIER FINANCIAL CORP. (Exact name of registrant as specified in its charter) Ohio 0-26850 34-1803915 (State or other jurisdiction of incorporation) (Commission File |
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| October 28, 2021 |
Exhibit 99.1 FOR IMMEDIATE RELEASE PREMIER FINANCIAL CORP. ANNOUNCES SOLID THIRD QUARTER RESULTS INCLUDING CORE LOAN GROWTH AND NET INTEREST MARGIN EXPANSION Third Quarter 2021 Highlights ? Net income of $28.4 million, up $2.7 million (10.5%) from 2020 third quarter ? Earnings per share of $0.76, up $0.07 (10.1%) from 2020 third quarter ? Loan growth of $64.4 million excluding PPP (up 5.1% annuali |
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| September 28, 2021 |
Exhibit 24.1 POWER OF ATTORNEY Each director and officer of Premier Financial Corp. (the Corporation), whose signature appears below hereby appoints Gary M. Small, Paul Nungester, and Shannon M. Kuhl, or any of them, as his or her attorney-in-fact, to sign, in his or her name and behalf and in any and all capacities stated below, and to cause to be filed with the Securities and Exchange Commission |
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| September 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-26850 PREMIER FINANCIAL CORP. (Exact name of registrant |
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| August 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 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: 0-26850 Premier Financial Corp. |
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| July 29, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2021 PREMIER FINANCIAL CORP. (Exact name of registrant as specified in its charter) Ohio 0-26850 34-1803915 (State or other jurisdiction of incorporation) (Commission File No |
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| July 29, 2021 |
PREMIER FINANCIAL CORP. ANNOUNCES SOLID Exhibit 99.1 FOR IMMEDIATE RELEASE PREMIER FINANCIAL CORP. ANNOUNCES SOLID SECOND QUARTER RESULTS AND CORE LOAN GROWTH Second Quarter 2021 Highlights ? Net income of $31.4 million, up $2.3 million (8.0%) or up $0.7 million (2.2%) excluding merger-related provision and expenses from 2020 second quarter ? Earnings per share of $0.84, up $0.06 (7.7%) or up $0.02 (2.4%) excluding merger-related provis |
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| May 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 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: 0-26850 Premier Financial Corp. |
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| May 3, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2021 PREMIER FINANCIAL CORP. (Exact name of registrant as specified in its charter) Ohio 0-26850 34-1803915 (State or other jurisdiction of incorporation) (Commission File No.) |
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| April 20, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2021 PREMIER FINANCIAL CORP. (Exact name of registrant as specified in its charter) Ohio 0-26850 34-1803915 (State or other jurisdiction of incorporation) (Commission File N |
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| April 20, 2021 |
PREMIER FINANCIAL CORP. ANNOUNCES RECORD QUARTERLY RESULTS AND DIVIDEND INCREASE Exhibit 99.1 FOR IMMEDIATE RELEASE PREMIER FINANCIAL CORP. ANNOUNCES RECORD QUARTERLY RESULTS AND DIVIDEND INCREASE First Quarter 2021 Highlights ? Declared dividend increase of $0.02 to $0.26 per share, up 18% from 2020 first quarter ? Net income of $41.0 million, up from a loss of $22.5 million, or income of $7.5 million excluding merger-related provision and expenses, for 2020 first quarter ? E |
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| March 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (a |
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| March 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (a |
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| March 12, 2021 |
Exhibit 10.31 FIRST DEFIANCE FINANCIAL CORP. 2018 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Premier Financial Corp. (the ?Company?) formerly known as First Defiance Financial Corp., hereby grants the undersigned Participant a Restricted Stock Unit Award (the "Award"), subject to the terms and conditions described in the First Defiance Financial Corp. 2018 Equity Incentive Plan (t |
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| March 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-26850 PREMIER FINANCIAL CORP. (Exact name of registrant a |
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| March 12, 2021 |
Exhibit 10.14 Premier FINANCIAL CORP. 2015 LONG TERM INCENTIVE PLAN Premier Financial Corp. 2015 LONG TERM INCENTIVE PLAN INDEX SECTIONDESCRIPTION 1Purpose and Effective Date 2Definitions 3Administration 4Eligibility and Awards 5Common Shares 6Stock Options 7Stock Awards 8Stock Units 9Stock Appreciation Rights (SARs) 10Annual Bonus Awards 11Long-Term Incentive Awards 12Change in Control 13Securiti |
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| March 12, 2021 |
Exhibit 10.32 PREMIER FINANCIAL CORP. 2018 EQUITY INCENTIVE PLAN 2021 LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE UNITS AWARD AGREEMENT This 2021 Long Term Incentive Plan (?LTIP?) Performance Share Units Award Agreement (this ?Agreement?) is made and entered into as of [Date], (the ?Grant Date?) by and between Premier Financial Corp. (the ?Company?), formerly known as First Defiance Financial Corp. |
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| March 12, 2021 |
Exhibit 4.1 Description of Premier Financial Corp. Capital Stock As of December 31, 2020, Premier Financial Corp., an Ohio corporation (?Premier,? the ?Company,? ?we,? or ?our?), had one class of securities registered pursuant to Section 12 of the U.S. Securities Exchange Act of 1934, as amended: Common Stock, par value $0.01 per share (?Common Shares?). Premier?s Amended and Restated Articles of |
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| March 12, 2021 |
Jude J. Nohra Consulting Agreement and General Release Exhibit 10.8 CONSULTING AGREEMENT AND GENERAL RELEASE This Consulting Agreement and General Release (this ?Consulting Agreement?), is made and entered into as of this day of January, 2021, by and between Premier Financial Corp., a financial holding company incorporated under Ohio law (?PFC?), Premier Bank, an Ohio chartered commercial bank (?Premier?) and their respective affiliates, parents, succ |
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| March 12, 2021 |
Employment Agreement with Vince Liuzzi, dated March 4, 2019 EX-10.22 6 pfc-ex1022112.htm EX-10.22 Exhibit 10.22 EMPLOYMENT AGREEMENT AGREEMENT, dated this 4th day of March, 2019, among First Defiance Financial Corp. (“First Defiance”), an Ohio-chartered corporation and savings and loan holding company, First Federal Bank of the Midwest (“First Federal”), a federally-chartered stock savings bank, both of which are located in Defiance, Ohio, and Vince Liuzzi |
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| March 12, 2021 |
List of Subsidiaries of the Company Exhibit 21 List of Subsidiaries of First Defiance Financial Corp. Name Jurisdiction of Incorporation Premier Bank OH First Insurance Group of the Midwest, Inc. OH First Defiance Risk Management, Inc. NV HSB Capital, LLC OH |
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| March 12, 2021 |
Exhibit 10.6 PREMIER FINANCIAL CORP. 2018 EQUITY INCENTIVE PLAN The purpose of the Plan is to promote the Company?s long-term financial success and increase shareholder value by motivating performance through incentive compensation. The Plan also is intended to encourage Participants to acquire ownership interests in the Company, attract and retain talented employees and directors and enable Parti |
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| March 12, 2021 |
Exhibit 10.30 FIRST DEFIANCE FINANCIAL CORP. 2018 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT Premier Financial Corp., (the ?Company?) formerly known as First Defiance Financial Corp., hereby grants the undersigned Participant an Award consisting of Shares of Restricted Stock in the Company, subject to the terms and conditions described in the First Defiance Financial Corp. 2018 Equity |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 21 )* Premier Financial Corp (Name of Issuer) Common Stock (Title of Class of Securities) 74052F108 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi |
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| February 10, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Premier Financial Corp. Title of Class of Securities: Common Stock CUSIP Number: 74052F108 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ |
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| February 3, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.4) * Premier Financial Corp. (Formerly First Defiance Financial Corp.) (Name of Issuer) Common Stock (Title of Class of Securities) 74052F108 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| January 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2021 PREMIER FINANCIAL CORP. (Exact name of registrant as specified in its charter) Ohio 0-26850 34-1803915 (State or other jurisdiction of incorporation) (Commission File |
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| January 26, 2021 |
Financial Statements and Highlights Follow- EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE PREMIER FINANCIAL CORP. ANNOUNCES STRONG QUARTERLY AND ANNUAL EARNINGS AND DIVIDEND INCREASE Date Set for CEO Transition Buybacks Authorization Increased Fourth Quarter 2020 Highlights • Increased common stock dividend 9.1% to $0.24 per share • Net income of $30.8 million, or $32.6 million excluding merger-related expenses, compared to $12.5 million, or $ |
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| December 4, 2020 |
Regulation FD Disclosure - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2020 PREMIER FINANCIAL CORP. (Exact name of registrant as specified in its charter) Ohio 0-26850 34-1803915 (State or other jurisdiction of incorporation) (Commission File |
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| November 6, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 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: 0-26850 Premier Financial Corp. |
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| November 6, 2020 |
Regulation FD Disclosure - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2020 PREMIER FINANCIAL CORP. (Exact name of registrant as specified in its charter) Ohio (State or other jurisdiction of incorporation) 0-26850 (Commission File No.) 34-18 |
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| October 21, 2020 |
Financial Statements and Highlights Follow- EX-99.1 2 d44242dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE PREMIER FINANCIAL CORP. ANNOUNCES STRONG THIRD QUARTER EARNINGS AND $0.22 PER SHARE DIVIDEND Third Quarter 2020 Highlights • Net income of $25.7 million, or $28.6 million excluding merger-related expenses, compared to $13.2 million, or $13.6 million excluding merger-related expenses, for 2019 third quarter • Earnings per share o |
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| October 21, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2020 PREMIER FINANCIAL CORP. (Exact name of registrant as specified in its charter) Ohio 0-26850 34-1803915 (State or other jurisdiction of incorporation) (Commission File |
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| September 30, 2020 |
EX-10.1 4 d78755dex101.htm EX-10.1 Exhibit 10.1 Execution Version $50.0 Million Aggregate Principal Amount of 4.00% Fixed-to-Floating Rate Subordinated Notes due 2030 Premier Financial Corp. PURCHASE AGREEMENT September 25, 2020 Piper Sandler & Co. As Representative of the several Initial Purchasers named in Schedule A hereto c/o Piper Sandler & Co. 1251 Avenue of the Americas, 6th Floor New York, |
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| September 30, 2020 |
EX-4.1 Exhibit 4.1 PREMIER FINANCIAL CORP. Issuer And U.S. BANK NATIONAL ASSOCIATION Trustee INDENTURE Dated as of September 30, 2020 CROSS-REFERENCE TABLE CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939 Trust Indenture Act Section Indenture Section §310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 60 |
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| September 30, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2020 PREMIER FINANCIAL CORP. (Exact name of registrant as specified in its charter) Ohio 0-26850 34-1803915 (State or other jurisdiction of incorporation) (Commission Fi |
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| September 30, 2020 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE PREMIER FINANCIAL CORP. ANNOUNCES CLOSING OF $50 MILLION OF FIXED-TO-FLOATING RATE SUBORDINATED NOTES DEFIANCE, OHIO (September 30, 2020) – Premier Financial Corp. (NASDAQ: PFC) (“Premier” or the “Company”) announced today the closing of its offering of $50.0 million aggregate principal amount of 4.00% fixed-to-floating rate subordinated notes due 2030 (t |
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| September 30, 2020 |
EX-4.2 3 d78755dex42.htm EX-4.2 Exhibit 4.2 PREMIER FINANCIAL CORP. Issuer And U.S. BANK NATIONAL ASSOCIATION Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of September 30, 2020 to the Indenture Dated as of September 30, 2020 4.00% Fixed-to-Floating Rate Subordinated Notes due 2030 FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 30, 2020, between PREMIER FINANCI |
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| September 25, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2020 PREMIER FINANCIAL CORP. (Exact name of registrant as specified in its charter) Ohio 0-26850 34-1803915 (State or other jurisdiction of incorporation) (Commission Fi |
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| September 25, 2020 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE PREMIER FINANCIAL CORP. ANNOUNCES PRICING OF $50 MILLION OF FIXED-TO-FLOATING RATE SUBORDINATED NOTES DEFIANCE, OHIO (September 25, 2020) – Premier Financial Corp. (NASDAQ: PFC) (“Premier” or the “Company”) announced today that it has priced its offering of $50.0 million aggregate principal amount of 4.00% fixed-to-floating rate subordinated notes due 203 |
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| September 23, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2020 PREMIER FINANCIAL CORP. (Exact name of registrant as specified in its charter) Ohio 0-26850 34-1803915 (State or other jurisdiction of incorporation) (Commission Fi |
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| August 10, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 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: 0-26850 Premier Financial Corp. |
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| July 29, 2020 |
EX-99.2 Investor Update July 2020 Exhibit 99.2 Forward Looking Statements & Non-GAAP Measures Forward Looking Statements This document may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21 B of the Securities Exchange Act of 1934, as amended. Those statements may include, but are not limited to, all statements reg |
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| July 29, 2020 |
Financial Statements and Highlights Follow- EX-99.1 2 d936685dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE PREMIER FINANCIAL CORP. ANNOUNCES RECORD QUARTERLY EARNINGS FOR SECOND QUARTER 2020 Second Quarter 2020 Highlights • Net income of $29.1 million, or $30.7 million excluding merger-related expenses, compared to $12.2 million for 2019 second quarter • Earnings per share of $0.78, or $0.82 excluding merger-related expenses, compar |
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| July 29, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2020 PREMIER FINANCIAL CORP. (Exact name of registrant as specified in its charter) Ohio 0-26850 34-1803915 (State or other jurisdiction of incorporation) (Commission File No |
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| June 22, 2020 |
EX-3.1 Exhibit 3.1 ATTACHMENT TO THE CERTIFICATE OF AMENDMENT OF FIRST DEFIANCE FINANCIAL CORP. RE SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION On June 1, 2020, the Board of Directors (the “Board”) of First Defiance Financial Corp. (the “Corporation”), in accordance with Section 1701.70(B)(8) of the Ohio Revised Code and the Amended and Restated Articles of Incorporation of the Corporatio |
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| June 22, 2020 |
EX-3.3 4 d926733dex33.htm EX-3.3 Exhibit 3.3 SECOND AMENDED AND RESTATED CODE OF REGULATIONS OF PREMIER FINANCIAL CORP. ARTICLE I Principal Office The principal office of Premier Financial Corp. (herein the “Corporation”) in Ohio is located at 601 Clinton Street, Defiance, Ohio 43512. The Corporation may also have offices at such other places within or without the State of Ohio as the Board of Dir |
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| June 22, 2020 |
EX-3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF PREMIER FINANCIAL CORP. ARTICLE I Name The name of the corporation is Premier Financial Corp. (herein the “Corporation”). ARTICLE II Principal Office The principal office of the Corporation in Ohio is located at 601 Clinton Street, Defiance, Defiance County, Ohio 43512. ARTICLE III Purpose The purpose for which the Corpora |
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| June 22, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2020 PREMIER FINANCIAL CORP. (Exact name of registrant as specified in its charter) Ohio 0-26850 34-1803915 (State or other jurisdiction of incorporation) (Commission File No |
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| June 18, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 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: 0-26850 First Defiance Financial Corp. |
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| June 18, 2020 |
Exhibit 3.2 AMENDED AND RESTATED CODE OF REGULATIONS OF FIRST DEFIANCE FINANCIAL CORP. (as amended through May 28, 2020) ARTICLE I Principal Office The principal office of First Defiance Financial Corp. (herein the “Corporation”) in Ohio is located at 601 Clinton Street, Defiance, Ohio 43512. The Corporation may also have offices at such other places within or without the State of Ohio as the Boar |
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| June 18, 2020 |
Exhibit 10.5 SEVERANCE AND CHANGE IN CONTROL AGREEMENT THIS SEVERANCE AND CHANGE IN CONTROL AGREEMENT (this “Agreement”), is entered into this day of , 20 (“Effective Date”) by and among United Community Financial Corp., a bank holding company incorporated under Ohio law (“UCFC”), Home Savings Bank, an Ohio charted bank (“Home Savings”) (collectively with UCFC, the “Company”) and , an individual ( |
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| June 3, 2020 |
Amended and Restated Code of Regulations (reflecting all amendments) (filed herewith) EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CODE OF REGULATIONS OF FIRST DEFIANCE FINANCIAL CORP. (as amended through May 28, 2020) ARTICLE I Principal Office The principal office of First Defiance Financial Corp. (herein the “Corporation”) in Ohio is located at 601 Clinton Street, Defiance, Ohio 43512. The Corporation may also have offices at such other places within or without the State of Ohio as t |
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| June 3, 2020 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2020 FIRST DEFIANCE FINANCIAL CORP. (Exact name of registrant as specified in its charter) Ohio 0-26850 34-1803915 (State or other jurisdiction of incorporation) (Commissi |
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| May 4, 2020 |
Submission of Matters to a Vote of Security Holders Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2020 FIRST DEFIANCE FINANCIAL CORP. (Exact name of registrant as specified in its charter) Ohio 0-26850 34-1803915 (State or other jurisdiction of incorporation) (C |
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| April 29, 2020 |
PROGRESS THROUGH PARTNERSHIP Company Overview EX-99.2 PROGRESS THROUGH PARTNERSHIP Investor Update April 2020 Paul D. Nungester EVP & CFO Gary M. Small President Donald P. Hileman CEO Exhibit 99.2 PROGRESS THROUGH PARTNERSHIP Forward Looking Statements This document may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21 B of the Securities Exchange Act of 1934 |
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| April 29, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2020 FIRST DEFIANCE FINANCIAL CORP. (Exact name of registrant as specified in its charter) Ohio 0-26850 34-1803915 (State or other jurisdiction of incorporation) (C |
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| April 29, 2020 |
FIRST DEFIANCE FINANCIAL CORP. ANNOUNCES SOLID 2020 FIRST QUARTER RESULTS EX-99.1 2 d916756dex991.htm EX-99.1 Exhibit 99.1 NEWS RELEASE Contact: Paul Nungester EVP and CFO (419) 785-8700 [email protected] For Immediate Release FIRST DEFIANCE FINANCIAL CORP. ANNOUNCES SOLID 2020 FIRST QUARTER RESULTS First Quarter 2020 Highlights • Completed strategic merger with UCFC on January 31, 2020 • Quarterly dividend of $0.22 per share, up 15.8% from 2019 first quarter • O |
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| March 20, 2020 |
FDEF / First Defiance Financial Corp. DEF 14A - - DEF 14A DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| March 20, 2020 |
FDEF / First Defiance Financial Corp. DEFA14A - - DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| March 16, 2020 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2020 FIRST DEFIANCE FINANCIAL CORP. (Exact name of registrant as specified in its charter) Ohio 0-26850 34-1803915 (State or other jurisdiction of incorporation) (Commis |
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| March 16, 2020 |
FDEF / First Defiance Financial Corp. 10-K - Annual Report - 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-26850 FIRST DEFIANCE FINANCIAL CORP. (Exact name of regis |
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| March 16, 2020 |
EX-10.1 2 d894259dex101.htm EX-10.1 Exhibit 10.1 FIRST DEFIANCE FINANCIAL CORP. FORM OF LONG TERM INCENTIVE PLAN PERFORMANCE SHARE UNITS AWARD AGREEMENT This 20 Long Term Incentive Plan (“LTIP”) Performance Share Units Award Agreement (this “Agreement”) is made and entered into as of [Date], (the “Grant Date”) by and between First Defiance Financial Corp. (the “Company”) and [Name] (the “Grantee”) |
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| March 16, 2020 |
List of Subsidiaries of the Company Exhibit 21 List of Subsidiaries of First Defiance Financial Corp. Name Jurisdiction of Incorporation First Federal Bank of the Midwest OH First Insurance Group of the Midwest OH First Defiance Risk Management, Inc. NV HSB Capital, LLC OH HSB Insurance, Inc. DE |
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| March 16, 2020 |
Change of Control and Non-Solicitation Agreement with Sharon L. Davis, dated March 26, 2018 Exhibit 10.24 CHANGE OF CONTROL AND NON-SOLICITATION AGREEMENT THIS CHANGE OF CONTROL AND NON-SOLICITATION AGREEMENT (this “Agreement”) is entered into as of the 26 day of March, 2018, by and among First Defiance Financial Corp. an Ohio corporation and thrift holding company (“First Defiance”), First Federal Bank of the Midwest, a federal savings bank (“First Federal”) (collectively, with First De |
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| March 16, 2020 |
Amendment to Amended and Restated Code of Regulations of First Defiance Exhibit 3.3 FIRST AMENDMENT TO AMENDED AND RESTATED CODE OF REGULATIONS OF FRST DEFIANCE FINANCIAL CORP. Effective as of March 12, 2020: 1. Article XII, Section 2 of the Amended and Restated Code of Regulations for First Defiance Financial Corp., shall be deleted in its entirety and replaced with the following: SECTION 2. Office of the Bank. The main office of the Corporation’s subsidiary, First F |
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| March 16, 2020 |
Exhibit 4.1 Description of First Defiance Financial Corp. Capital Stock As of December 31, 2019, First Defiance Financial Corp., an Ohio corporation (“First Defiance,” the “Company,” “we,” or “our”), had one class of securities registered pursuant to Section 12 of the U.S. Securities Exchange Act of 1934, as amended: Common Stock, par value $0.01 per share (“Common Shares”). Effective as of the |
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| February 19, 2020 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2020 FIRST DEFIANCE FINANCIAL CORP. (Exact name of registrant as specified in its charter) Ohio 0-26850 34-1803915 (State or other jurisdiction of incorporation) (Com |
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| February 13, 2020 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2020 FIRST DEFIANCE FINANCIAL CORP. (Exact name of registrant as specified in its charter) OHIO 0-26850 34-1803915 (State or other jurisdiction of incorporation) (Commiss |
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| February 13, 2020 |
EX-99 2 tm207914d1ex99.htm EXHIBIT 99 Exhibit 99 Investor Update February 2020 Donald P. Hileman CEO Gary M. Small President Paul D. Nungester EVP & CFO Forward Looking Statements The issuer has filed a registration statement including a prospectus, and will file a related supplement with the Securities and Exchange Commission (“SEC”), for the offering to which this communication relates . Before |
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| February 12, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 20)* FIRST DEFIANCE FINL CORP (Name of Issuer) Common Stock (Title of Class of Securities) 32006W106 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| February 3, 2020 |
EX-99.1 5 d874563dex991.htm EX-99.1 Exhibit 99.1 Media Contact: Tera R. Murphy Corporate Communications Manager (419) 782-2419 | [email protected] NEWS RELEASE Investor Donald P. Hileman Contacts: CEO, First Defiance Financial Corp. (419) 782-5104 [email protected] Gary M. Small President, First Defiance Financial Corp. (330) 742-0472 [email protected] For Immediate Release FIRST DEFIA |
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| February 3, 2020 |
United Community Financial Corp. Amended and Restated 2007 Long-Term Incentive Plan EX-4.3 2 d880991dex43.htm EX-4.3 Exhibit 4.3 United Community Financial Corp. AMENDED AND RESTATED 2007 LONG-TERM INCENTIVE PLAN United Community Financial Corp. AMENDED AND RESTATED 2007 LONG-TERM INCENTIVE PLAN INDEX SECTION DESCRIPTION 1 Purpose of the Plan 2 Definitions 3 Types of Awards Covered 4 Administration 5 Eligibility 6 Shares of Stock Subject to the Plan 7 Stock Options 8 Stock Apprec |
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| February 3, 2020 |
United Community Financial Corp. 2015 Long Term Incentive Plan EX-4.4 3 d880991dex44.htm EX-4.4 Exhibit 4.4 UNITED COMMUNITY FINANCIAL CORP. 2015 LONG TERM INCENTIVE PLAN UNITED COMMUNITY FINANCIAL CORP. 2015 LONG TERM INCENTIVE PLAN INDEX SECTION DESCRIPTION 1 Purpose and Effective Date 2 Definitions 3 Administration 4 Eligibility and Awards 5 Common Shares 6 Stock Options 7 Stock Awards 8 Stock Units 9 Stock Appreciation Rights (SARs) 10 Annual Bonus Awards |
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| February 3, 2020 |
FDEF / First Defiance Financial Corp. S-8 - - S-8 S-8 As filed with the Securities and Exchange Commission on February 3, 2020 Registration No. |
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| February 3, 2020 |
Amended and Restated Code of Regulations of First Defiance Financial Corp. EX-3.2 3 d874563dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CODE OF REGULATIONS OF FIRST DEFIANCE FINANCIAL CORP. (as amended through January 31, 2020) ARTICLE I Principal Office The principal office of First Defiance Financial Corp. (herein the “Corporation”) in Ohio is located at 601 Clinton Street, Defiance, Ohio 43512. The Corporation may also have offices at such other places within or |
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| February 3, 2020 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2020 First Defiance Financial Corp. (Exact name of registrant as specified in its charter) OHIO 000-26850 34-1803915 (State or other jurisdiction of incorporation |
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| February 3, 2020 |
Amended and Restated Articles of Incorporation of First Defiance Financial Corp. EX-3.1 2 d874563dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF FIRST DEFIANCE FINANCIAL CORP. ARTICLE I Name The name of the corporation is First Defiance Financial Corp. (herein the “Corporation”). ARTICLE II Principal Office The principal office of the Corporation in Ohio is located at 601 Clinton Street, Defiance, Ohio 43512. ARTICLE III Purpose The purpose for w |
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| January 21, 2020 |
Form of Amendment to Performance-Based Restricted Stock Unit Award Agreements EX-10.3 Exhibit 10.3 FIRST DEFIANCE FINANCIAL CORP. 2018 EQUITY INCENTIVE PLAN AMENDMENT TO PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTS This Amendment to Performance-Based Restricted Stock Unit Award Agreements (this “Amendment Agreement”) is made and entered into by and between First Defiance Financial Corp. (the “Company”) and [] (the “Participant,” and together with the Company, th |
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| January 21, 2020 |
EX-10.1 Exhibit 10.1 FIRST DEFIANCE FINANCIAL CORP. 2018 EQUITY INCENTIVE PLAN AMENDMENT TO PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTS This Amendment to Performance-Based Restricted Stock Unit Award Agreements (this “Amendment Agreement”) is made and entered into by and between First Defiance Financial Corp. (the “Company”) and Donald P. Hileman (the “Participant,” and together with |
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| January 21, 2020 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2020 First Defiance Financial Corp. (Exact name of registrant as specified in its charter) OHIO 000-26850 34-1803915 (State or other jurisdiction of incorporation) (Co |
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| January 21, 2020 |
FIRST DEFIANCE FINANCIAL CORP. REPORTS RECORD FULL YEAR EARNINGS OF $2.48 PER SHARE FOR 2019 EX-99.1 Exhibit 99.1 NEWS RELEASE Contact: Donald P. Hileman President and CEO (419) 782-5104 [email protected] For Immediate Release FIRST DEFIANCE FINANCIAL CORP. REPORTS RECORD FULL YEAR EARNINGS OF $2.48 PER SHARE FOR 2019 • Earnings per diluted share of $0.63 for 2019 fourth quarter, up from $0.59 per share in the 2018 fourth quarter • Net income of $12.5 million for 2019 fourth quarter, |
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| January 21, 2020 |
EX-99.2 Exhibit 99.2 Contacts: NEWS RELEASE Donald P. Hileman President and CEO First Defiance Financial Corp. (419) 782-5104 [email protected] Gary M. Small President and CEO United Community Financial Corp. (330) 742-0472 [email protected] For Immediate Release FIRST DEFIANCE FINANCIAL CORP. RECEIVES REGULATORY APPROVAL FOR UNITED COMMUNITY FINANCIAL CORP. MERGER DEFIANCE and YOUNGSTOW |
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| January 21, 2020 |
Form of Amendment to Performance-Based Restricted Stock Unit Award Agreements – Long Term Growth EX-10.4 5 d869954dex104.htm EX-10.4 Exhibit 10.4 FIRST DEFIANCE FINANCIAL CORP. 2018 EQUITY INCENTIVE PLAN AMENDMENT TO PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTS – LONG TERM GROWTH This Amendment to Performance-Based Restricted Stock Unit Award Agreements – Long Term Growth (this “Amendment Agreement”) is made and entered into by and between First Defiance Financial Corp. (the “Comp |
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| January 21, 2020 |
EX-10.2 3 d869954dex102.htm EX-10.2 Exhibit 10.2 FIRST DEFIANCE FINANCIAL CORP. 2018 EQUITY INCENTIVE PLAN AMENDMENT TO PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTS – LONG TERM GROWTH This Amendment to Performance-Based Restricted Stock Unit Award Agreements – Long Term Growth (this “Amendment Agreement”) is made and entered into by and between First Defiance Financial Corp. (the “Comp |
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| December 10, 2019 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2019 FIRST DEFIANCE FINANCIAL CORP. (Exact name of registrant as specified in its charter) Ohio (State or other jurisdiction of incorporation) 0-26850 (Commission File No |
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| November 13, 2019 |
Exhibit 24 POWER OF ATTORNEY The undersigned, an executive officer or director of First Defiance Financial Corp. |
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| November 12, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the Quarterly Period Ended September 30, 2019 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 0-26850 First |
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| November 4, 2019 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2019 FIRST DEFIANCE FINANCIAL CORP. (Exact name of registrant as specified in its charter) OHIO 0-26850 34-1803915 (State or other jurisdiction of incorporation) (Commissi |
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| November 4, 2019 |
Investor Update October 2019 Donald P. Hileman President & CEO Paul D. Nungester Executive VP & CFO Exhibit 99 Investor Update October 2019 Donald P. Hileman President & CEO Paul D. Nungester Executive VP & CFO Forward Looking Statements The issuer has filed a registration statement including a prospectus, and will file a related supplement with the Securities and Exchange Commission (“SEC”), for the offering to which this communication relates . Before you invest, you should read the prospectus |
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| October 30, 2019 |
MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-234144 MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT Dear Shareholder: On September 9, 2019, First Defiance Financial Corp., an Ohio corporation (“First Defiance”), entered into an Agreement and Plan of Merger, as amended from time to time (the “merger agreement”), with United Community Financial Corp., an Ohio corporation |
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| October 28, 2019 |
Form of Proxy for United Community Financial Corp. (filed herewith) EX-99.5 Exhibit 99.5 UNITED COMMUNITY FINANCIAL CORP. ATTN: TROY ADAIR 275 W. FEDERAL STREET P.O. BOX 1111 YOUNGSTOWN, OH 44503-1203 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card i |
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| October 28, 2019 |
Form S-4/A Table of Contents As filed with the Securities and Exchange Commission on October 28, 2019 Registration No. |
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| October 28, 2019 |
Form of Proxy for First Defiance Financial Corp. (filed herewith) EX-99.4 Exhibit 99.4 BROADRIDGE CORPORATE ISSUER SOLUTIONS C/O FIRST DEFIANCE FINANCIAL CORP. P.O. BOX 1342 BRENTWOOD, NY 11717 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on December 9, 2019. Have your proxy card in hand when you access the web si |
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| October 28, 2019 |
FDEF / First Defiance Financial Corp. CORRESP - - Acceleration Request FIRST DEFIANCE FINANCIAL CORP. 601 Clinton Street Defiance, Ohio 43512 (419) 782-5015 October 28, 2019 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549-7010 Attention: Sonia Bednarowski Re: First Defiance Financial Corp. Registration Statement on Form S-4 File No. 333-234144 Request for Effectiveness Dear Ms. Bed |
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| October 22, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2019 FIRST DEFIANCE FINANCIAL CORP. (Exact name of registrant as specified in its charter) OHIO 0-26850 34-1803915 (State or other jurisdiction of incorporation) (Commissi |
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| October 22, 2019 |
FIRST DEFIANCE FINANCIAL CORP. ANNOUNCES 2019 THIRD QUARTER EARNINGS EX-99.1 2 tm1920705d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Contact: NEWS RELEASE Donald P. Hileman President and CEO (419) 782-5104 [email protected] For Immediate Release FIRST DEFIANCE FINANCIAL CORP. ANNOUNCES 2019 THIRD QUARTER EARNINGS · Quarterly dividend increased 29.4% to $0.22 per share, up from $0.17 per share paid in the 2018 fourth quarter · Diluted earnings per share of $0.66 for |
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| October 18, 2019 |
FDEF / First Defiance Financial Corp. S-4/A - - S-4/A S-4/A Table of Contents As filed with the Securities and Exchange Commission on October 18, 2019 Registration No. |
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| October 18, 2019 |
FDEF / First Defiance Financial Corp. CORRESP - - CORRESP FIRST DEFIANCE FINANCIAL CORP. 601 Clinton Street Defiance, Ohio 43512 (419) 782-5015 October 18, 2019 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549-7010 Attention: Sonia Bednarowski Re: First Defiance Financial Corp. Registration Statement on Form S-4 Filed October 9, 2019 File No. 333-234144 Dear Ms. Bednarowski: This le |
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| October 9, 2019 |
FDEF / First Defiance Financial Corp. S-4 - - FORM S-4 Form S-4 Table of Contents As filed with the Securities and Exchange Commission on October 9, 2019 Registration No. |
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| October 9, 2019 |
Consent of Sandler O’Neill & Partners, L.P. ** EX-99.3 Exhibit 99.3 CONSENT OF SANDLER O’NEILL & PARTNERS, L.P. We hereby consent to the inclusion of our opinion letter to the Board of Directors of United Community Financial Corp. (the “Company”) as an Annex to the Joint Proxy Statement/Prospectus relating to the proposed merger of the Company with First Defiance Financial Corp. contained in the Registration Statement on Form S-4, as filed wit |
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| October 9, 2019 |
Consent of Richard J. Schiraldi to be named as director** EX-99.7 12 d803502dex997.htm EX-99.7 Exhibit 99.7 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4, to which this consent is an exhibit, filed by First Defiance Financial Corp. (“First Defiance”) with the Securities and Exchange Commission, and all amend |
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| October 9, 2019 |
Consent of Keefe, Bruyette & Woods, Inc.** EX-99.2 Exhibit 99.2 CONSENT OF KEEFE, BRUYETTE & WOODS, INC. We hereby consent to the inclusion of our opinion letter to the Board of Directors of First Defiance Financial Corp. (“First Defiance”), as Annex B to the Joint Proxy Statement/Prospectus which forms a part of the Registration Statement on Form S-4 filed on the date hereof (the “Registration Statement”) relating to the proposed merger o |
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| October 9, 2019 |
Consent of Gary M. Small to be named as director** EX-99.6 Exhibit 99.6 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4, to which this consent is an exhibit, filed by First Defiance Financial Corp. (“First Defiance”) with the Securities and Exchange Commission, and all amendments (including post-effecti |
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| October 9, 2019 |
EX-3.1 Exhibit 3.1 Articles of Incorporation of First Defiance Financial Corp. (reflecting amendments through May 3, 2019) [For purposes of SEC reporting compliance only] ARTICLES OF INCORPORATION OF FIRST DEFIANCE FINANCIAL CORP. ARTICLE I Name The name of the corporation is First Defiance Financial Corp. (herein the “Corporation”). ARTICLE II Principal Office The principal office of the Corporat |
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| October 9, 2019 |
EX-3.2 Exhibit 3.2 Code of Regulations of First Defiance Financial Corp. (reflecting amendments through May 3, 2019) [For purposes of SEC reporting compliance only] CODE OF REGULATIONS OF FIRST DEFIANCE FINANCIAL CORP. ARTICLE I Principal Office The principal office of First Defiance Financial Corp. (herein the “Corporation”) in Ohio is located is 601 Clinton Street, Defiance, Ohio 43512. The Corp |
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| September 12, 2019 |
FDEF / First Defiance Financial Corp. 425 - Merger Prospectus - 425 425 Filed by First Defiance Financial Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: United Community Financial Corp. SEC File No.: 000-24399 Filer’s SEC File No.: 000-26850 Date: September 11, 2019 The following transcript of a joint public conference call hosted by First Defiance Fina |
