As filed with the Securities and Exchange Commission on October 18,28, 2019

RegistrationNo. 333-234144

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

AMENDMENT NO. 12

TO THE

FORMS-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FIRST DEFIANCE FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

601 Clinton Street

Defiance, Ohio 43512

(419)782-5015

(Address, including ZIP Code, and telephone number, including area code, of registrant’s principal executive offices)

Donald P. Hileman

President and Chief Executive Officer

First Defiance Financial Corp.

601 Clinton Street

Defiance, Ohio 43512

(419)782-5015

(Address, including ZIP Code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement has become effective and all other conditions to the consummation of the transactions have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange ActRule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange ActRule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

The Registrant hereby amends this Registration Statement on such date(s) as may be necessary to delay its effective date until the Registrant files a further amendment specifically stating that this Registration Statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement becomes effective on such date as the Commission, acting pursuant to Section 8(a) of the Securities Act of 1933, may determine.

Information contained herein is not complete and may be changed. A registration statement relating to the shares of First Defiance Financial Corp. common stock to be issued in the merger has been filed with the Securities and Exchange Commission. These securities may not be issued prior to the time the registration statement becomes effective. This document is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS—SUBJECT TO COMPLETION—OCTOBER 18,28, 2019

Proxy Statement		Prospectus

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 (“United Community”). The merger agreement provides that, upon the terms and subject to the conditions set forth therein, United Community will merge with and into First Defiance (the “merger”), with First Defiance surviving the merger. Immediately following the merger, United Community’s wholly owned bank subsidiary, Home Savings Bank (“Home Savings”), will merge (the “bank merger”) with and into First Defiance’s wholly owned bank subsidiary, First Federal Bank of the Midwest (“First Federal”). First Federal will be the surviving entity in the bank merger and, immediately prior to the bank merger, will be converted into an Ohio state-chartered bank. Consummation of the merger is subject to certain conditions, including, but not limited to, obtaining the requisite vote of First Defiance and United Community shareholders and the approval of the merger by various regulatory agencies.

If we complete the merger, each outstanding share of United Community common stock (except for certain specified shares of United Community common stock held by United Community or First Defiance) will be automatically converted into the right to receive 0.3715 shares of First Defiance common stock (which we refer to as the “exchange ratio”), subject to the payment of cash instead of fractional shares of First Defiance common stock. Although the number of shares of First Defiance common stock that each United Community shareholder will receive is fixed, the market value of the merger consideration will fluctuate with the market price of First Defiance common stock and will not be known at the time First Defiance and United Community shareholders vote on the merger. Based on the closing price of First Defiance’s common stock on The NASDAQ Stock Market LLC, or NASDAQ, on September 6, 2019, the last trading day before public announcement of the merger, of $26.32, the exchange ratio represented approximately $9.78 in value for each share of United Community common stock. Based on First Defiance’s closing price on [                ],October 25, 2019, the latest practicable trading day before the date of this joint proxy statement/prospectus, of $[                ],$30.87, the exchange ratio represented approximately $[                ]$11.47 in value for each share of United Community common stock. Based on the exchange ratio and the number of shares of United Community common stock outstanding and reserved for issuance under various equity plans as of [                ],October 25, 2019, the maximum number of shares of First Defiance common stock issuable in the merger is [                ].17,989,356. We urge you to obtain current market quotations for First Defiance (trading symbol “FDEF”) and United Community (trading symbol “UCFC”).

First Defiance and United Community will each hold a special meeting of their shareholders in connection with the merger. First Defiance and United Community shareholders will be asked to vote to adopt the merger agreement and approve related matters, as described in the attached joint proxy statement/prospectus. Adoption of the merger agreement requires the affirmative vote of the holders of at leasttwo-thirds of the outstanding shares of First Defiance common stock and the affirmative vote of the holders of at leasttwo-thirds of the outstanding shares of United Community common stock.

The special meeting of First Defiance shareholders will be held on [                ]December 10, 2019, at [                ]1:00 p.m. local time at the First Federal Operations Center located at 25600 Elliott Road, Defiance, Ohio 43512.

The special meeting of United Community shareholders will be held on [                ]December 10, 2019, at [                ]1:00 p.m. local time at the Ford Family Recital Hall, DeYor Performing Arts Center, 260United Community’s corporate headquarters, 275 West Federal Street, 9th Floor, Youngstown, Ohio 44503.

This document, including the material incorporated by reference into this document, contains important information about United Community, First Defiance, the merger and the conditions that must be satisfied before the merger can occur.

First Defiance’s board of directors unanimously recommends that First Defiance shareholders vote “FOR” the adoption of the merger agreement and “FOR” the other matters to be considered at the First Defiance special meeting.

United Community’s board of directors unanimously recommends that United Community shareholders vote “FOR” the adoption of the merger agreement and “FOR” the other matters to be considered at the United Community special meeting.

The attached joint proxy statement/prospectus describes the special meeting of First Defiance, the special meeting of United Community, the merger, the documents related to the merger, proposals to be voted upon at the special meetings of each of First Defiance and United Community, and other related matters.We urge you to review this entire document, including the section titled “Risk Factors” beginning on page27, carefully. You may also obtain information about First Defiance and United Community from documents that each has filed with the Securities and Exchange Commission that are incorporated by reference into this joint proxy statement/prospectus.

The date of this joint proxy statement/prospectus is[],is October 28, 2019, and it is first being mailed or otherwise delivered to the shareholders of First Defiance and United Community on or about[],about October 31, 2019.

First Defiance Financial Corp.

601 Clinton Street

Defiance, Ohio 43512-3272

(419)782-5015

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

[    ],December 10, 2019

To Our Shareholders:

Notice is hereby given that a special meeting of shareholders of First Defiance Financial Corp., an Ohio corporation (“First Defiance”), will be held at the First Federal Operations Center located at 25600 Elliott Road, Defiance, Ohio 43512 on[],on December 10, 2019, at []1:00 p.m. local timefor the purpose of considering and voting upon the following matters:

The First Defiance board of directors has established[],established October 25, 2019, as the record date for the special meeting. Only record holders of shares of First Defiance common stock as of the close of business on that date will be entitled to receive notice of and to vote at the special meeting. Approval of the First Defiance merger proposal requires the affirmative vote of holders of at leasttwo-thirds of the outstanding shares of common stock of First Defiance. Approval of the First Defiance articles of incorporation proposal and the First Defiance code of regulations proposal, each require the affirmative vote of holders of at least a majority of the outstanding shares of common stock of First Defiance. The First Defiance compensation proposal and the First Defiance adjournment proposal will be approved if at least a majority of the votes cast at the First Defiance special meeting are voted in favor of each of the proposals.

Your attention is directed to the joint proxy statement/prospectus accompanying this Notice for a more complete description of the matters to be acted upon at the special meeting. A proxy card is also enclosed for the special meeting.

Whether or not you expect to attend the special meeting in person, please vote your shares to assure the presence of a quorum by (1) signing, dating and returning the enclosed proxy card promptly, (2) visiting the website shown on your proxy card and voting via the Internet, or (3) voting via the toll-free number on your proxy card. A postage-paid envelope has been enclosed for your convenience. You may revoke your proxy at any time prior to the proxy being voted at the special meeting by delivering a signed revocation to First Defiance at any time prior to the special meeting, by submitting a later-dated proxy card, or by attending the special meeting and voting in person.

First Defiance’s board of directors has unanimously approved the merger agreement, has determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of First Defiance and its shareholders, and unanimously recommends that First Defiance shareholders vote “FOR” the First Defiance merger proposal, “FOR” the First Defiance articles of incorporation proposal, “FOR” the First Defiance code of regulations proposal, “FOR” the First Defiance compensation proposal and “FOR” the First Defiance adjournment proposal.

Your vote is very important. We cannot complete the merger unless First Defiance’s shareholders adopt the merger agreement and approve the First Defiance amended and restated code of regulations.

United Community Financial Corp.

275 West Federal Street

Youngstown, Ohio 44503

(330)742-0500

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

[],December 10, 2019

To Our Shareholders:

Notice is hereby given that a special meeting of shareholders of United Community Financial Corp., an Ohio corporation (“United Community”), will be held at the Ford Family Recital Hall, DeYor Performing Arts Center, 260United Community’s corporate headquarters, 275 West Federal Street, 9th Floor, Youngstown, Ohio 44503 on [                ],December 10, 2019, at [                ]1:00 p.m. local time for the purpose of considering and voting upon the following matters:

The United Community board of directors has established[],established October 25, 2019, as the record date for the United Community special meeting. Only record holders of shares of United Community common stock as of the close of business on that date will be entitled to receive notice of and to vote at the United Community special meeting. Approval of the United Community merger proposal requires the affirmative vote of holders of at leasttwo-thirds of the outstanding shares of common stock of United Community. The United Community compensation proposal and the United Community adjournment proposal will be approved if at least a majority of the votes cast at the United Community special meeting are voted in favor of each proposal.

Your attention is directed to the joint proxy statement/prospectus accompanying this Notice for a more complete description of the matters to be acted upon at the special meeting. A proxy card is also enclosed for the special meeting.

Whether or not you expect to attend the special meeting, please vote your shares to assure the presence of a quorum by (1) signing, dating and returning the enclosed proxy card promptly, (2) visiting the website shown on your proxy card and voting via the Internet, or (3) voting via the toll-free number on your proxy card. A postage-paid envelope has been enclosed for your convenience. You may revoke your proxy at any time prior to the proxy being voted at the special meeting by delivering a signed revocation to United Community at any time prior to the special meeting, by submitting a later-dated proxy card, or by attending the special meeting and voting in person.

United Community’s board of directors has unanimously approved the merger agreement, has determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of United Community and its shareholders, and unanimously recommends that United Community shareholders vote “FOR” the United Community merger proposal, “FOR” the United Community compensation proposal, and “FOR” the United Community adjournment proposal.

Your vote is very important. We cannot complete the merger unless United Community’s shareholders adopt the merger agreement.

REFERENCES TO ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about First Defiance and United Community from documents filed with the Securities and Exchange Commission (“SEC”) that are not included in or delivered with this joint proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by First Defiance and/or United Community at no cost from the SEC’s website at http://www.sec.gov. First Defiance has filed a registration statement on FormS-4 of which this joint proxy statement/prospectus forms a part. As permitted by SEC rules, this joint proxy statement/prospectus does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may obtain a free copy of the registration statement, including any amendments, schedules and exhibits at the addresses set forth below. Statements contained in this joint proxy statement/prospectus as to the contents of any contract or other documents referred to in this joint proxy statement/prospectus are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement. You may also request copies of these documents, including documents incorporated by reference into this joint proxy statement/prospectus, at no cost by contacting the appropriate company at the following address or telephone number:

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five business days before the date of your special meeting. This means that First Defiance shareholders requesting documents must do so by [                ],December 3, 2019, in order to receive them before the First Defiance special meeting, and United Community shareholders requesting documents must do so by [                ],December 3, 2019, in order to receive them before the United Community special meeting.

You should rely only on the information contained in, or incorporated by reference into, this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated[], October 28, 2019, and you should assume that the information in this joint proxy statement/prospectus is accurate only as of such date. You should assume that the information incorporated by reference into this joint proxy statement/prospectus is accurate as of the date of such information. Neither the mailing of this joint proxy statement/prospectus to First Defiance shareholders or United Community shareholders, nor the issuance by First Defiance of shares of First Defiance common stock in connection with the merger, will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this joint proxy statement/prospectus regarding First Defiance has been provided by First Defiance and information contained in this joint proxy statement/prospectus regarding United Community has been provided by United Community.

See “Where You Can Find More Information” beginning on page 145 for more details.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS

The following questions and answers summary highlights certain questions that you may have about the merger and the First Defiance or the United Community special meetings and provides brief answers to those questions. We urge you to read carefully the remainder of this joint proxy statement/prospectus, including all financial statements and annexes, because the information in this section does not provide all the information that may be important to you with respect to the merger and the matters to be voted upon at the First Defiance or the United Community special meetings. Additional important information is also contained in certain documents that have been incorporated by reference to this joint proxy statement/prospectus. Please see “Where You Can Find More Information” beginning on page 145.

The merger cannot be completed unless, among other conditions, including regulatory approval, both First Defiance and United Community shareholders approve their respective proposals to adopt the merger agreement and the First Defiance shareholders approve the First Defiance amended and restated code of regulations.

In order to approve the merger and related matters, First Defiance has called a special meeting of its shareholders. This document serves as the proxy statement for the First Defiance special meeting and describes the proposals to be presented at the First Defiance special meeting.

United Community has also called a special meeting of its shareholders to approve the merger and related matters. This document serves as the proxy statement for the United Community special meeting and describes the proposals to be presented at the United Community special meeting.

Finally, this document is also a prospectus that is being delivered to United Community shareholders because, in connection with the merger, First Defiance is offering 0.3715 shares of its common stock (the “exchange ratio”) per share of United Community common stock to United Community shareholders, subject to the payment of cash instead of fractional shares of First Defiance common stock.

This joint proxy statement/prospectus contains important information about the merger and the other proposals being voted on at the First Defiance and United Community special meetings and important information to consider in connection with an investment in First Defiance common stock. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares of common stock voted by proxy without attending your meeting. Your vote is important and we encourage you to submit your proxy as soon as possible.

Options: If the merger is completed, each option granted by United Community to purchase shares of United Community common stock under a United Community stock plan or otherwise, whether vested or unvested (“United Community option”), that is outstanding and unexercised immediately prior to the completion of the merger will fully vest and be converted into a fully vested option (a “First Defiance option”) to purchase (a) the number of whole shares of First Defiance common stock (rounded down to the nearest whole share) that is equal to (i) the number of shares of United Community common stock subject to such United Community option immediately prior to the completion of the merger multiplied by (ii) 0.3715, (b) at an exercise price per share of First Defiance common stock (rounded up to the nearest whole cent) equal to (i) the exercise price for each share of United Community common stock subject to such United Community option immediately prior to the completion of the merger divided by (ii) 0.3715, subject to the terms and conditions of the United Community stock plan, if any, pursuant to which such United Community option was granted and/or any associated award agreement.

Restricted Stock: If the merger is completed, each award of shares of United Community common stock subject to vesting, repurchase or other lapse restriction granted under a United Community stock plan or otherwise, whether vested or unvested (a “United Community restricted stock award”) that is outstanding immediately prior to completion of the merger will fully vest and be cancelled and converted automatically into the right to receive 0.3715 shares of First Defiance common stock, subject to the payment of cash instead of fractional shares of First Defiance common stock, in respect of each share of United Community common stock underlying such United Community restricted stock award.

Performance Share Units: If the merger is completed, each performance-vesting restricted stock unit granted under a United Community stock plan or otherwise, whether vested or unvested, that is outstanding immediately prior to the completion of the merger (“United Community PSU award”) will fully vest (with any performance-based vesting condition applicable to such United Community PSU award to be measured consistent with the terms of the applicable award agreement applicable upon a change in control for such United Community PSU award, as determined by the United Community board of directors or its compensation committee prior to the completion of the merger) and will be cancelled and converted automatically into the right to receive 0.3715 shares of First Defiance common stock in respect of each share of United Community common stock underlying such United Community PSU award; provided that the United Community board of directors or its compensation committee will exclude any costs or expenses related to the merger, if any, from the performance metrics applicable to the United Community PSU awards when determining actual United Community performance through the date of the completion of the merger.

For further information, please refer to “Material U.S. Federal Income Tax Consequences of the Merger.” The U.S. federal income tax consequences described above may not apply to all holders of United Community common stock. The tax consequences to a holder of United Community common stock will depend on his or her individual situation. Accordingly, we strongly urge holders of United Community common stock to consult their tax advisors for a full understanding of the particular tax consequences of the merger to them.

For a more detailed discussion of the material U.S. federal income tax consequences of the transaction, see “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 125.

The tax consequences of the merger to any particular shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the merger.

The United Community special meeting will be held at the Ford Family Recital Hall, DeYor Performing Arts Center, 260United Community’s corporate headquarters, 275 West Federal Street, 9th Floor, Youngstown, Ohio 44503 on[], at []on December 10, 2019, at1:00 p.m. local time.

First Defiance articles of incorporation proposal:

The First Defiance code of regulations proposal:

The First Defiance compensation proposal:

The First Defiance adjournment proposal:

The United Community compensation proposal:

The United Community adjournment proposal:

If your shares are held in “street name,” through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. “Street name” shareholders who wish to vote at the meeting will need to obtain a proxy form from their broker, bank or other nominee.

If your shares are held in “street name,” through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. “Street name” shareholders who wish to vote at the meeting will need to obtain a proxy form from their broker, bank or other nominee.

A signed revocation or later-dated proxy received by First Defiance after the vote will not affect the vote. If you wish to revoke your vote through a signed revocation, such notice must be sent so that notice is received before the vote is taken at the special meeting and should be addressed as follows:

First Defiance Financial Corp.

Attention: Corporate Secretary

601 Clinton Street

Defiance, Ohio 43512

(419)782-5015

United Community Shareholders:Yes. If you are a holder of record of United Community common stock, you may change your vote or revoke your proxy at any time before it is voted at the United Community special meeting by (i) signing and returning a later dated proxy card, (ii) delivering a signed revocation to United Community at the below listed address at any time before the special meeting or (iii) attending the United Community special meeting and giving notice of revocation to the Corporate Secretary. Attendance at the special meeting by itself will not automatically revoke your proxy.

A signed revocation or later-dated proxy received by United Community after the vote will not affect the vote. If you wish to revoke your vote through a signed revocation, such notice must be sent so that notice is received before the vote is taken at the special meeting and should be addressed as follows:

United Community Financial Corp.

Attention: Jude J. Nohra, Corporate Secretary

275 West Federal Street

Youngstown, Ohio 44503

(330)742-0500

If you have instructed a broker or other nominee to vote your shares, you must follow directions received from your broker or other nominee in order to change those instructions.

United Community Shareholders:If you have any questions about the proxy materials or if you need assistance submitting your proxy or voting your shares or need additional copies of this document or the enclosed proxy card, you should contact United Community at the toll-free number on your proxy card.

RISK FACTORS

In addition to general investment risks and the other information contained in or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed under the section “Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote for the proposals presented in this joint proxy statement/prospectus. You should also consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference into this joint proxy statement/prospectus. Please see“Where You Can Find More Information.”

Risks Related to the Merger and First Defiance’s Business Upon Completion of the Merger

Because the market price of First Defiance common stock will fluctuate, United Community shareholders cannot be certain of the market value of the merger consideration they will receive.

Upon completion of the merger, each outstanding share of United Community common stock, except for shares of United Community common stock owned by United Community as treasury stock or owned directly or indirectly First Defiance (other than shares held in a fiduciary capacity or in connection with debts previously contracted), will be converted into 0.3715 shares of First Defiance common stock, subject to the payment of cash instead of fractional shares of First Defiance common stock. The merger consideration that United Community shareholders will receive is a fixed number of shares of First Defiance common stock; it is not a number of shares with a particular fixed market value. The market value of the merger consideration will vary from the closing price of First Defiance common stock on the date First Defiance and United Community announced the merger agreement, on the date that this joint proxy statement/prospectus is mailed to First Defiance and United Community shareholders, on the date of the special meetings of First Defiance and United Community shareholders, and on the date the merger is completed. Any change in the market price of First Defiance common stock prior to the completion of the merger will affect the market value of the merger consideration that United Community shareholders will receive upon completion of the merger, and there will be no adjustment to the merger consideration for changes in the market price of either shares of First Defiance common stock or shares of United Community common stock.

The market price of First Defiance’s common stock could be subject to significant fluctuations due to changes in sentiment in the market regarding First Defiance’s operations or business prospects, including market sentiment regarding First Defiance’s entry into the merger agreement. These risks may be affected by:

Many of these factors are outside the control of First Defiance and United Community. Therefore, at the time of the United Community special meeting and the time of the First Defiance special meeting, neither United Community shareholders nor First Defiance shareholders will know the precise market value of the merger consideration to be received by United Community shareholders at the effective time of the merger. You should obtain current market quotations for both First Defiance common stock and United Community common stock.

The market price of First Defiance common stock after the merger may be affected by factors different from those currently affecting the market prices of United Community common stock or First Defiance common stock.

Upon completion of the merger, holders of United Community common stock will become holders of First Defiance common stock. First Defiance’s business differs in certain respects from that of United Community, and, accordingly, the results of operations and of the combined company and the market price of First Defiance common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations and market prices of common stock of each of First Defiance and United Community. For a discussion of the businesses of First Defiance and United Community and of some important factors to consider in connection with those businesses, see the documents incorporated by reference into this joint proxy statement/prospectus and referred to under “Where You Can Find More Information.”

Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the merger.

Before the merger and the bank merger may be completed, First Defiance and United Community must obtain all necessary approvals from the Federal Reserve, the FDIC and the ODFI. Other approvals, waivers, or consents from regulators may also be required. In determining whether to grant these approvals, the regulators consider a variety of factors, including the regulatory standing of each party and the factors described under “The Merger—Regulatory Approvals Required for the Merger.” An adverse development in either party’s regulatory standing or these factors could result in an inability to obtain approval or delay the receipt of one or more of the required regulatory approvals. The Federal Reserve has stated that if supervisory issues arise during processing of an application for approval of a merger transaction, a banking organization will be expected to withdraw its application pending resolution of such supervisory concerns. Accordingly, if there is an adverse development in either party’s regulatory standing, First Defiance may be required to withdraw its application for approval of the proposed merger and, if possible, resubmit such application after the applicable supervisory concerns have been resolved.

The terms and conditions of the approvals that are granted may impose conditions, limitations, obligations or costs, or place restrictions on the conduct of the combined company’s business or require changes to the terms of the transactions contemplated by the merger agreement. There is no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of the combined company following the merger or otherwise reduce the anticipated benefits of the merger if the merger were consummated successfully within the expected timeframe. In addition, there is no assurance that any such conditions, limitations, obligations or restrictions will not result in the delay or abandonment of the merger. See “The Merger—Regulatory Approvals Required for the Merger.” Each party’s obligation to complete the merger is conditioned on the receipt of the required regulatory approvals and the expiration of all statutory waiting periods in respect thereof, without the imposition of any condition or restriction that would reasonably be expected to have a material adverse effect on the surviving corporation and its subsidiaries, taken as a whole, after giving effect to the merger. See “The Merger Agreement—Conditions to Complete the Merger.”

The success of the merger and integration of First Defiance and United Community will depend on a number of uncertain factors.

The success of the merger will depend on a number of factors, including, without limitation:

Integrating the acquired branches will be an operation of substantial size and expense and may be affected by general market and economic conditions or government actions affecting the financial industry generally. Integration efforts will also likely divert First Defiance’s management’s attention and resources. No assurance can be given that First Defiance will be able to integrate the acquired branches successfully, and the integration process could result in the loss of key employees, the disruption of ongoing business, or inconsistencies in standards, controls, procedures, and policies that adversely affect First Defiance’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the merger. First Defiance may also encounter unexpected difficulties or costs during the integration that could adversely affect its earnings and financial condition, perhaps materially. Additionally, no assurance can be given that the operation of the acquired branches will not adversely affect First Defiance’s existing profitability, that First Defiance will be able to achieve results in the future similar to those achieved by its existing banking business, or that First Defiance will be able to manage any growth resulting from the merger effectively.

Combining First Defiance and United Community may be more difficult, costly, or time consuming than expected and the anticipated benefits and cost savings of the merger may not be realized.

First Defiance and United Community have operated and, until the completion of the merger, will continue to operate, independently. The success of the merger, including anticipated benefits and cost savings, will depend, in part, on First Defiance’s ability to successfully combine and integrate the businesses of First Defiance and United Community in a manner that permits growth opportunities and does not materially disrupt the existing customer relations nor result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing businesses, or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees, or to achieve the anticipated benefits and cost savings of the merger. The loss of key employees could adversely affect First Defiance’s ability to successfully conduct its business, which could have an adverse effect on First Defiance’s financial results and the value of its common stock. If First Defiance experiences difficulties with the integration process, the anticipated benefits of the merger may not be realized fully or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause First Defiance and/or United Community to lose customers or cause customers to remove their accounts from First Defiance and/or United Community and move their business to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of United Community and First Defiance during this transition period and for an undetermined period after completion of the merger on the combined company. In addition, the actual cost savings of the merger could be less than anticipated.

The combined company may be unable to retain First Defiance and/or United Community personnel successfully after the merger is completed.

The success of the merger will depend in part on the combined company’s ability to retain the talents and dedication of key employees of First Defiance and United Community. It is possible that these employees may

decide not to remain with First Defiance or United Community, as applicable, while the merger is pending or with the combined company after the merger is consummated. If key employees terminate their employment, or if an insufficient number of employees is retained to maintain effective operations, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating United Community and First Defiance to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, First Defiance and United Community may not be able to locate suitable replacements for any key employees who leave either company, or to offer employment to potential replacements on reasonable terms.

The unaudited pro forma condensed combined financial statements included in this document are preliminary and the actual financial condition and results of operations of First Defiance after the merger may differ materially, and the projected financial information of First Defiance and United Community included in this joint proxy statement/prospectus is inherently subject to uncertainties.

The unaudited pro forma condensed combined financial statements in this document are presented for illustrative purposes only and are not necessarily indicative of what First Defiance’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The preparation of the pro forma financial information is based upon available information and certain assumptions and estimates that First Defiance and United Community currently believe are reasonable. The unaudited pro forma condensed combined financial statements reflect adjustments, which are based upon preliminary estimates, to record the United Community identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of United Community as of the date of the completion of the merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this document. For more information, please see “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 128.

While the projected financial information of First Defiance and United Community (the “management projections”) included in this joint proxy statement/prospectus is presented with numerical specificity, the management projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond First Defiance management’s and United Community management’s control. Further, given that the management projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year beyond their preparation. Important factors that may affect actual results and may result in such projections not being achieved include: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the inability to complete the merger, or the failure to satisfy other conditions to completion of the merger, including that a regulatory authority may prohibit, delay or refuse to grant a required regulatory approval for the completion of the merger, and risks and uncertainties pertaining to First Defiance’s business and United Community’s business, including the risks and uncertainties detailed in their respective public periodic filings with the SEC. In addition, the ability to achieve the management projections may depend on, in part, whether or not the strategic goals, objectives and targets are reached over the applicable period. The assumptions upon which the management projections were based necessarily involve judgments with respect to, among other things, future economic, competitive and regulatory conditions and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industry in which First Defiance and United Community operate, and the risks and uncertainties described in “Forward-Looking Statements”, all of which are difficult or impossible to predict accurately and many of which are beyond First Defiance’s and United Community’s control. The management projections also reflect assumptions by First Defiance and United Community management that are subject to change and are susceptible to multiple interpretations and periodic revisions based on actual results, revised prospects for the First Defiance and United Community businesses, changes in general business or economic conditions, or any other transaction

or event that has occurred or that may occur and that was not anticipated when such projections were prepared. Accordingly, there can be no assurance that the management projections will be realized, and actual results may differ, and may differ materially, from those shown. For more information see “The Merger—Projected Financial Information.”

Certain of First Defiance’s and United Community’s directors and executive officers may have interests in the merger that may differ from the interests of First Defiance’s shareholders and United Community’s shareholders.

First Defiance’s shareholders and United Community’s shareholders should be aware that some of First Defiance’s and United Community’s directors and executive officers may have interests in the merger and have arrangements that are different from, or in addition to, those of First Defiance’s shareholders and United Community’s shareholders generally. The First Defiance and United Community boards of directors were aware of these interests and considered these interests, among other matters, when making their decisions to approve the merger agreement, and in recommending that shareholders vote in favor of adopting the merger agreement. For a more complete description of these interests, please see “The Merger—Interests of First Defiance’s Directors and Executive Officers in the Merger” and “The Merger—Interests of United Community’s Directors and Executive Officers in the Merger.”

Termination of the merger agreement could negatively impact United Community or First Defiance.

If the merger agreement is terminated, there may be various consequences. For example, United Community’s or First Defiance’s businesses may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Additionally, if the merger or the merger agreement is terminated, the market price of United Community’s or First Defiance’s common stock could decline to the extent that the current market prices reflect a market assumption that the merger will be completed. If the merger agreement is terminated under certain circumstances, United Community or First Defiance may be required to pay a termination fee of $18.4 million.

United Community and First Defiance will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on United Community or First Defiance. These uncertainties may impair United Community’s or First Defiance’s ability to attract, retain, and motivate key personnel until the merger is completed, and could cause customers and others that deal with United Community or First Defiance to seek to change existing business relationships with United Community or First Defiance. Retention of certain employees by United Community or First Defiance may be challenging while the merger is pending, as certain employees may experience uncertainty about their future roles with the combined company. If key employees depart because of issues relating to the uncertainty and difficulty of integration, or a desire not to remain with United Community or First Defiance, United Community’s business or First Defiance’s business could be harmed. In addition, subject to certain exceptions, each of First Defiance and United Community has agreed to operate its business in the ordinary course prior to closing. See “The Merger Agreement—Covenants and Agreements” for a description of the restrictive covenants applicable to United Community and First Defiance.

If the merger is not completed, First Defiance and United Community will have incurred substantial expenses without realizing the expected benefits of the merger.

Each of First Defiance and United Community has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of filing, printing, and mailing this joint proxy statement/prospectus, and all filing

and other fees paid to the SEC in connection with the merger. If the merger is not completed, First Defiance and United Community would have to recognize these expenses without realizing the expected benefits of the merger.

The merger agreement limits the ability of First Defiance and United Community ability to pursue acquisition proposals and requires First Defiance and United Community to pay a termination fee to the other party of $18.4 million if the merger agreement is terminated under limited circumstances, including circumstances relating to acquisition proposals. See “The Merger Agreement—Termination Fee.” This termination fee may discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of First Defiance or United Community from considering or proposing such an acquisition. Additionally, certain provisions of the First Defiance and United Community governing documents may deter potential acquirers.

The fairness opinions of First Defiance’s and United Community’s financial advisors delivered to the parties’ respective boards of directors prior to signing the merger agreement do not reflect any changes in circumstances that may have occurred since the date of such opinions.

The fairness opinion of KBW was rendered to the First Defiance’s board of directors on September 7, 2019, and the fairness opinion of Sandler O’Neill was rendered to the United Community board of directors on September 8, 2019. Changes in the operations and prospects of First Defiance or United Community, general market and economic conditions and other factors which may be beyond the control of First Defiance and United Community may have altered the value of First Defiance or United Community or the market prices of the shares of First Defiance common stock or United Community common stock as of the date of this joint proxy statement/prospectus, or may alter such values and market prices by the time the merger is completed. The respective opinions from KBW and Sandler O’Neill do not speak as of any date other than the respective dates of such opinions. See “The Merger—Opinion of First Defiance’s Financial Advisor” and “The Merger—Opinion of United Community’s Financial Advisor.”

The shares of First Defiance common stock to be received by United Community shareholders as a result of the merger will have different rights from the shares of United Community common stock.

Upon completion of the merger, United Community shareholders will become First Defiance shareholders and their rights as shareholders will be governed by the First Defiance articles of incorporation and code of regulations, each as in effect following the completion of the merger. The rights associated with United Community common stock are different from the rights associated with First Defiance common stock. Please see “Comparison of Rights of First Defiance Shareholders and United Community Shareholders” beginning on page 138 for a discussion of the different rights associated with First Defiance common stock and United Community common stock.

Holders of United Community and First Defiance common stock will have a reduced ownership and voting interest in the combined company after the merger and will exercise less influence over management.

Holders of United Community and First Defiance common stock currently have the right to vote in the election of the board of directors and on other matters affecting United Community and First Defiance, respectively. Upon completion of the merger, each United Community shareholder who receives shares of First Defiance common stock will become a shareholder of the combined company, with a percentage ownership of the combined company that is smaller than the shareholder’s percentage ownership of United Community. Based on the number of shares outstanding on September 9, 2019 and the shares expected to be issued in the merger, the former shareholders of United Community as a group will receive shares in the merger constituting approximately 47.5% of the outstanding shares of First Defiance common stock immediately after the merger, and current shareholders of First Defiance as a group will own approximately 52.5% of the outstanding shares of First Defiance common stock immediately after the merger. Because of this, United Community shareholders

may have less influence on the management and policies of the combined company than they now have on the management and policies of United Community, and current First Defiance shareholders may have less influence on the management and policies of the combined company than they now have on the management and policies of First Defiance.

United Community shareholders will not have dissenters’ rights in the merger.

Dissenters’ rights (also known as appraisal rights) are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction. Under the Ohio Revised Code, a shareholder may not dissent from a merger when the shares for which the shareholder would otherwise be entitled to relief are listed on a national securities exchange and the consideration to be received by the shareholder are the shares of the surviving corporation, or cash in lieu of fractional shares, and such surviving corporation shares are listed on a national securities exchange.

Because United Community common stock is listed on NASDAQ and United Community shareholders will receive shares of First Defiance common stock as merger consideration, which are also currently listed on NASDAQ and are expected to continue to be so listed at the effective date of the merger, the United Community shareholders will not be entitled to any dissenters’ rights in connection with the merger.

Lawsuits filed against United Community and First Defiance, and their respective directors, may prevent the merger from becoming effective or from becoming effective within the expected timeframe or result in the payment of damages.

Transactions like the merger are frequently the subject of litigation or other legal proceedings, including actions alleging that the board of directors of either United Community or First Defiance breached their respective fiduciary duties to their shareholders by entering into the merger agreement, by failing to obtain a greater value in the transaction for their shareholders or otherwise. For information about current litigation that is pending against United Community and its directors in connection with the merger, see “The Merger—Litigation Relating to the Merger.” Both United Community and First Defiance believe that such pending litigation is without merit, but the ultimate resolution of the lawsuit cannot be predicted with certainty. Additional litigation or other proceedings may also be brought against either United Community or First Defiance or against the board of directors of either company, and there is no assurance that such parties would be successful in defending against such litigation or proceedings. An adverse outcome in pending or possible future litigation or proceedings, as well as the costs and efforts of a defense even if successful, could have a material adverse effect on the business, results of operation or financial position of United Community, First Defiance or the combined company, including through the possible diversion of either company’s resources or distraction of key personnel.

Further, one of the conditions to the completion of the merger is the absence of any order, injunction, or decree by any court or regulatory authority of competent jurisdiction or other legal restraint or prohibition preventing the completion of the merger or the other transactions contemplated by the merger agreement. If any plaintiff were successful in obtaining an injunction prohibiting United Community or First Defiance from completing the merger on the agreed upon terms, then such injunction may prevent the merger from becoming effective or from becoming effective within the expected timeframe and could result in significant costs to United Community and/or First Defiance, including any cost associated with the indemnification of directors and officers. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is completed may adversely affect the combined company’s business, financial condition, results of operations and cash flow.

Risks Related to First Defiance’s Business

You should read and consider risk factors specific to First Defiance’s business that will also affect the combined company after the merger. These risks are described in the sections entitled “Risk Factors” in First

Defiance’s Annual Report on Form10-K for the fiscal year ended December 31, 2018, and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 145 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.

Risks Related to United Community’s Business

You should read and consider risk factors specific to United Community’s business that will also affect the combined company after the merger. These risks are described in the sections entitled “Risk Factors” in United Community’s Annual Report on Form10-K for the fiscal year ended December 31, 2018, and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 145 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this communication which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, certain plans, expectations, goals, projections and benefits relating to the merger transaction between First Defiance and United Community, which are subject to numerous assumptions, risks and uncertainties. Words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology, as well as similar expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Please refer to each of First Defiance’s and United Community’s Annual Report on Form10-K for the year ended December 31, 2018, as well as their other filings with the SEC, for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements.

Forward-looking statements are not historical facts but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of the management’s control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. In addition to factors disclosed in reports filed by First Defiance and United Community with the SEC, risks and uncertainties for First Defiance, United Community and the combined company include, but are not limited to:

All forward-looking statements included in this filing are made as of the date hereof and are based on information available at the time of the filing. You should understand that these factors, in addition to those discussed elsewhere in this document and in documents that have been incorporated by reference, could affect the future results of First Defiance and United Community, and could cause those results to be substantially different from those expressed in any forward-looking statements. Except as required by law, First Defiance and United Community do not undertake any obligation to update any forward-looking statement to reflect events or circumstances arising after the date of this document.

THE FIRST DEFIANCE SPECIAL MEETING

Time, Date and Place of Meeting

This joint proxy statement/prospectus is being sent to you in connection with the solicitation of proxies by the First Defiance board of directors for use at the special meeting of shareholders of First Defiance to be held at the First Federal Operations Center located at 25600 Elliott Road, Defiance, Ohio 43512 on [                ],December 10, 2019 at :00     .m.1:00 p.m. local time.

Matters to be Considered

At the special meeting, shareholders will be asked to consider and vote upon the following proposals:

The First Defiance board of directors is not aware, at this time, of any additional matters that may be presented for action at the special meeting of shareholders, other than those proposals set forth above. If any other matters are properly brought before the First Defiance special meeting for consideration, however, shares of First Defiance common stock represented by properly executed proxies will be voted in the discretion of the persons named in the proxy card in accordance with their best judgment.

Shares Outstanding and Entitled to Vote; Record Date

Only shareholders of record on [                ],October 25, 2019, will be entitled to notice of and to vote at the special meeting of First Defiance shareholders. At the close of business on [                ],October 25, 2019, there were [                ]19,729,215 shares of First Defiance common stock issued and outstanding and entitled to vote, and shares of First Defiance common stock were held of record by approximately [                ]2,329 shareholders. Each share of First Defiance common stock entitles the holder to one vote on all matters properly presented at the First Defiance special meeting.

Votes Required

The following votes are required to approve each of the proposals to be considered at the special meeting:

A quorum, consisting of the holders of a majority of the outstanding shares of First Defiance common stock, must be present in person or by proxy at the special meeting of First Defiance shareholders before any action can be taken. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally called.

Effect of Abstentions and BrokerNon-Votes

Any “brokernon-votes” submitted by brokers or nominees in connection with the special meeting will not be counted for purposes of determining the number of votes cast on a proposal and will not be treated as present for quorum purposes. “Brokernon-votes” are shares held by brokers or nominees as to whom voting instructions have not been received from the beneficial owners or the persons entitled to vote those shares and for which the broker or nominee does not have discretionary voting power under the applicable NASDAQ and New York Stock Exchange (“NYSE”) rules. Under these rules, it is expected that all proposals to be voted on at the First Defiance special meeting are matters on which brokerage firms may not vote in their discretion on behalf of their clients. Because the First Defiance merger proposal is required to be approved by the affirmative vote of at leasttwo-thirds of the outstanding shares of First Defiance common stock, abstentions and brokernon-votes will have the same effect as a vote against the First Defiance merger proposal. And for the same reason, the failure of a First Defiance shareholder to vote by proxy or in person at the First Defiance special meeting will have the effect of a vote against the First Defiance merger proposal. Abstentions, brokernon-votes and any failure to vote by proxy or in person at the First Defiance special meeting will also have the effect of a vote against approval of the First Defiance articles of incorporation proposal and the First Defiance code of regulations proposal. Abstentions, brokernon-votes and any failure to vote by proxy or in person at the First Defiance special meeting will have no effect on the First Defiance compensation proposal or the First Defiance adjournment proposal.

Shares Held by Officers and Directors

As of [                ],October 25, 2019, the directors and executive officers of First Defiance and the affiliates of such directors and executive officers had sole or shared voting power with respect to [                ]434,845 shares of First Defiance common stock, or approximately [                ]%2.2%of the outstanding shares of First Defiance common stock.The directors of First Defiance have agreed to vote their shares of First Defiance common stock for the First Defiance merger proposal, the First Defiance articles of incorporation proposal, the First Defiance code of regulations proposal, the First Defiance compensation proposal and the First Defiance adjournment proposal.

How to Vote Your Shares; Solicitation of Proxies

A proxy card for use at the special meeting accompanies each copy of this joint proxy statement/prospectus mailed to First Defiance shareholders. This proxy is solicited by the First Defiance board of directors. Whether or not you plan to attend the special meeting in person, the First Defiance board of directors urges you to complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope; visit the website shown on your proxy card to vote via the Internet; or use the toll-free number shown on your proxy card. If you have executed a proxy, you may revoke it at any time before a vote is taken at the special meeting by:

Your attendance at the special meeting will not, by itself, revoke your proxy.

If your shares are held in “street name,” through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. “Street name” shareholders who wish to vote at the meeting will need to obtain a proxy form from their broker, bank or other nominee.

The costs incurred in connection with the solicitation of proxies for the First Defiance special meeting will be borne by First Defiance. Proxies will be solicited by mail and may also be solicited, for no additional compensation, by officers, directors or employees of First Defiance. First Defiance will also pay the standard charges and expenses of brokerage houses, voting trustees, banks, associations and other custodians, nominees and fiduciaries, who are record holders of shares of First Defiance common stock not beneficially owned by them, for forwarding the proxy materials to, and obtaining proxies from, the beneficial owners of shares of First Defiance common stock entitled to vote at the special meeting of First Defiance shareholders. First Defiance has also made arrangements with Alliance Advisors, LLC (“Alliance”) to assist it in soliciting proxies and has agreed to pay Allianceapproximately $7,500 (for general proxy solicitation services), plus data processing and calling fees and reimbursement ofout-of-pocket expenses.

FIRST DEFIANCE’S PROPOSALS

First Defiance Merger Proposal—Adoption of the merger agreement

At the First Defiance special meeting, the First Defiance shareholders will be asked to adopt the merger agreement. Holders of First Defiance common stock should read this joint proxy statement/prospectus in its entirety, including the annexes, for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this joint proxy statement/prospectus asAnnex A.

After careful consideration, the First Defiance board of directors approved the merger agreement, including the merger and the transactions contemplated by the merger agreement, and determined the merger agreement and the merger to be advisable and in the best interests of First Defiance and its shareholders.

The First Defiance board of directors recommends that First Defiance shareholders vote “FOR” the First Defiance merger proposal.

First Defiance Articles of Incorporation Proposal—Approval of the First Defiance amended and restated articles of incorporation

At the First Defiance special meeting, First Defiance shareholders will be asked to approve First Defiance’s amended and restated articles of incorporation to become effective upon consummation of the merger. The amended and restated articles of incorporation restate into one document prior amendments approved by First Defiance and its shareholders and that are currently in effect, including certain clarifying changes, and include the following two substantive amendments: (1) an increase in the number of authorized shares of First Defiance common stock from 50,000,000 to 75,000,000 and (2) granting the board of directors of First Defiance the power to repeal, alter, amend or rescind First Defiance’s code of regulations by the affirmative vote of a majority of the authorized number of directors, subject to any exceptions provided in First Defiance’s code of regulations or the OGCL. The proposed amendment and restatement does not change the authorized number of shares of First Defiance preferred stock. A copy of the proposed amended and restated First Defiance articles of incorporation is attached to this joint proxy statement/prospectus asAnnex D. The two amendments to the articles are discussed in further detail below. Approval of this proposal is not a condition to the closing of the merger.

Increase of Authorized Common Stock

As of the close of business on the record date, [                ],October 25, 2019, First Defiance had no shares of First Defiance preferred stock issued and outstanding, [                ]19,729,215 shares of First Defiance common stock issued and outstanding, and approximately [                ]801,142 shares of First Defiance common stock reserved for future issuance under various equity plans of First Defiance. Based on the number of shares of United Community common stock outstanding as of the record date, if the merger is completed, First Defiance will be required to issue approximately [                ]17,989,356 shares of First Defiance common stock to the United Community shareholders.

First Defiance currently has a sufficient number of authorized and unissued shares of First Defiance common stock available to complete the merger. However, the First Defiance board of directors believes it is desirable to increase the authorized shares of First Defiance common stock to provide greater flexibility in the capital structure of the combined company following the merger. The increased number of authorized shares of common stock will provide First Defiance the ability to react quickly to strategic opportunities and to utilize such shares for potential stock offerings, stock splits and dividends, acquisitions, employee benefit plans and other corporate purposes that might be proposed in the future. There are no present plans or commitments for the issuance of any of the additional shares that would be authorized upon approval of the amended and restated articles of incorporation, other than the issuance of shares in connection with the merger and shares to be issued pursuant to First Defiance’s existing equity plans. The additional shares of First Defiance common stock will not be entitled to preemptive rights nor will existing shareholders have any preemptive right to acquire any of those shares when issued.

Amendment of the Code of Regulations by the Board of Directors

This amendment to the First Defiance articles of incorporation, and the corresponding change to the First Defiance code of regulations (discussed under “The First Defiance Proposals—First Defiance Code of Regulations Proposal—Approval of the First Defiance amended and restated code of regulations—Amendment of the Code of Regulations by the Board of Directors” below), grants the First Defiance board of directors the power to repeal, alter, amend or rescind First Defiance’s code of regulations by the affirmative vote of a majority of the authorized number of directors, subject to any exceptions provided in the code of regulations or the OGCL.

In 2006, Section 1701.11(A)(1)(d) of the OGCL was amended to grant directors, in addition to the shareholders, the ability to amend the code of regulations of Ohio corporations if the articles or code of regulations directly grant such ability to the directors, and so long as: (1) the OGCL does not expressly reserve the ability to amend the affected provision of the code of regulations to shareholders, and (2) the proposed amendment to the code of regulations does not divest shareholders of the power or limit shareholders’ power to adopt, amend, or repeal the code of regulations. The First Defiance board of directors believes it is in the best interests of its shareholders to approve this proposed change in the amended and restated articles of incorporation so that the First Defiance board of directors has the flexibility granted under the OGCL to make changes to the code of regulations that reflect prevailing governance standards without having to wait for a shareholder meeting. With such authority, the First Defiance board of directors may amend provisions in the code of regulations relating to important but primarily administrative or procedural issues, such as allowing the use of electronic proxies, fixing the date and location of meetings, or requirements relating to notice of nominations or shareholder proposals. However, directors may not amend the code of regulations in a manner that restricts shareholders’ authority to adopt, amend, or repeal regulations, or amend any provisions of regulations that address certain matters, including, but not limited to, the following, which are reserved to shareholders:

After careful consideration, the First Defiance board of directors adopted, subject to approval by the First Defiance shareholders, the amended and restated articles of incorporation of First Defiance to (1) increase the number of authorized shares of First Defiance common stock from 50,000,000 to 75,000,000 and (2) grant the board of directors of First Defiance the power to repeal, alter, amend or rescind First Defiance’s code of regulations by the affirmative vote of a majority of the authorized number of directors.

The First Defiance board of directors recommends that First Defiance shareholders vote “FOR” the First Defiance articles of incorporation proposal.

First Defiance Code of Regulations Proposal—Approval of the First Defiance amended and restated code of regulations

At the First Defiance special meeting, First Defiance shareholders will be asked to approve a proposal to amend and restate First Defiance’s code of regulations to become effective upon consummation of the merger to:

(1) grant the board of directors of First Defiance the power to repeal, alter, amend or rescind First Defiance’s code of regulations by the affirmative vote of a majority of the authorized number of directors, (2) provide a new Article X relating to the governance of the First Defiance board of directors, including its general powers, the number and classification of members of the board of directors, meetings, special meetings, quorum for meetings, manner of acting, action without a meeting, resignation, vacancies, presumption of assent of members and compensation of members of the board of directors, (3) provide a new Article XI relating to committees of the board of directors, (4) provide a new Article XII relating to certain governance matters, including interpretation of Article XII, the location of First Federal’s main office, officers of First Defiance and First Federal, amendments to Article I or Article XII of the proposed amended and restated code of regulations of First Defiance, designation of members of the board of directors of First Defiance and First Federal, and committees of the board of directors of First Defiance and (5) provide certain clarifying changes. A copy of the proposed First Defiance amended and restated code of regulations is attached to this joint proxy statement/prospectus asAnnex E. Approval of the First Defiance code of regulations proposal is a condition to the closing of the merger. If First Defiance shareholders do not approve the First Defiance code of regulations proposal, the merger cannot be consummated unless the parties validly waive this condition to closing. Further, if this proposal is approved by First Defiance shareholders but the First Defiance merger proposal is not approved by First Defiance shareholders or the merger is not consummated, the code of regulations will not be amended and restated as described herein.

Amendment of the Code of Regulations by the Board of Directors

The amended and restated code of regulations amends Article IX of the First Defiance code of regulations to grant the board of directors of First Defiance the power to repeal, alter, amend or rescind First Defiance’s code of regulations by the affirmative vote of a majority of the authorized number of directors, subject to any exceptions provided in the code of regulations and the OGCL. The reasons for this change are discussed above under “The First Defiance Proposals—First Defiance Articles of Incorporation Proposal—Approval of the First Defiance amended and restated articles of incorporation—Amendment of the Code of Regulations by the Board of Directors.”

New Articles X and XI

The First Defiance board of directors has always conducted its governance matters in accordance with the bylaws of the board of directors, a document that was adopted by the board in connection with the formation of First Defiance (the “board bylaws”). However, the First Defiance board believes it is in the best interests of its shareholders to consolidate the board bylaws into the code of regulations so that all of its governance provisions are contained in a single document. As a result, the amended and restated code of regulations contains two entirely new articles, Article X and Article XI, that are substantially similar to provisions that are currently contained in the board bylaws. The addition of Articles X and XI to the First Defiance code of regulations will not change how the First Defiance board of directors currently operates, but will merely move these governance provisions from the board bylaws into the code of regulations. If the First Defiance code of regulations proposal is approved, the board bylaws would be terminated.

Proposed new Article X contains the following provisions:

Proposed new Article XI relates to committees of the First Defiance board of directors. Among other things, Article XI allows the First Defiance board of directors, by resolution passed by a majority of the authorized number of directors, to designate one or more committees for the conduct of the business of First Defiance, and may prescribe the duties, constitution and procedures of such committees. Each committee must have at least three members of the First Defiance board of directors. In addition, the First Defiance board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Under Article XI, the First Defiance board of directors, by the affirmative vote of a majority of the number of directors fixed by Article I, Section 2 of the proposed amended and restated code of regulations, may change the members of, fill vacancies in, and discharge any committee of the First Defiance board of directors. Article XI states that any member of a committee may resign at any time by giving notice, and the resignation will be effective upon receipt of such notice or at any later time specified.

New Article XII

Unlike Articles X and XI, Article XII is a new provision. Article XII provides for the governance of First Defiance following the merger and ensures the combination of the boards and management teams of First Defiance and United Community to lead the resulting company. Among other things, Article XII contains the following sections:

The First Defiance board of directors recommends that First Defiance shareholders vote “FOR” the First Defiance code of regulations proposal.

First Defiance Compensation Proposal—Approval of First Defiance compensation of named executive officers

Section 14A of the Exchange Act and Rule14a-21(c) under the Exchange Act require that First Defiance seek a nonbinding advisory vote from its shareholders to approve the compensation of the named executive officers of First Defiance that is based upon or otherwise related to the merger as disclosed under the heading “The Merger—Interests of First Defiance Directors and Executive Officers in the Merger” beginning on page 93. As required by these provisions, First Defiance is asking its shareholders to vote on the adoption of the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to First Defiance’s named executive officers in connection with the merger and the agreements or understandings pursuant to which such compensation may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of RegulationS-K in ‘The Merger—Interests of First Defiance Directors and Executive Officers in the Merger,’ are hereby APPROVED.”

The vote with respect to this proposal is an advisory vote and will not be binding on First Defiance, United Community, or the surviving corporation. Therefore, regardless of whether First Defiance shareholders approve this proposal, if the merger agreement is approved by the shareholders and the merger is completed, the compensation will be paid to such named executive officers to the extent payable in accordance with the terms of such compensation contracts and arrangements. Approval of this proposal is not a condition to the closing of the merger.

The First Defiance board of directors recommends that First Defiance shareholders vote “FOR” the First Defiance compensation proposal.

First Defiance Adjournment Proposal—Adjournment of the First Defiance special meeting

If, at the special meeting of First Defiance shareholders, the number of shares of First Defiance common stock present or represented and voting in favor of the First Defiance merger proposal or the First Defiance code of regulations proposal is insufficient to adopt the First Defiance merger proposal or the First Defiance code of regulations proposal, respectively, First Defiance intends to ask its shareholders to vote to adjourn the special meeting to another time or place, if necessary or appropriate, to permit further solicitation of proxies. In this event, First Defiance will request that the shareholders vote on the First Defiance adjournment proposal and not the First Defiance merger proposal or the First Defiance code of regulations proposal.

First Defiance is asking its shareholders to authorize the holder of any proxy solicited by the First Defiance board of directors to vote in favor of granting discretionary authority to the proxy holders, and each of them individually, to adjourn the First Defiance special meeting to another time and place, if necessary or appropriate, for the purpose of soliciting additional proxies. If First Defiance requests a vote on the First Defiance adjournment proposal and the First Defiance shareholders approve this proposal, First Defiance could adjourn the special meeting and use this additional time to solicit proxies from its shareholders, including those shareholders who have previously voted.

The First Defiance board of directors recommends that First Defiance shareholders vote “FOR” the First Defiance adjournment proposal.

THE UNITED COMMUNITY SPECIAL MEETING

Time, Date and Place of Meeting

This joint proxy statement/prospectus is being sent to you in connection with the solicitation of proxies by the United Community board of directors for use at the special meeting of shareholders of United Community to be held at the Ford Family Recital Hall, DeYor Performing Arts Center, 260United Community’s corporate headquarters, 275 West Federal Street, 9th Floor, Youngstown, Ohio 44503 on [                ],December 10, 2019, at :00     .m.1:00 p.m. local time.

Matters to be Considered

At the special meeting, shareholders will be asked to consider and vote upon the following proposals:

The United Community board of directors is not aware, at this time, of any additional matters that may be presented for action at the special meeting of shareholders, other than those proposals set forth above. If any other matters are properly brought before the special meeting for consideration, however, shares of United Community common stock represented by properly executed proxies will be voted in the discretion of the persons named in the proxy card in accordance with their best judgment.

Shares Outstanding and Entitled to Vote; Record Date

Only shareholders of record on [                ],October 25, 2019, will be entitled to notice of and to vote at the special meeting of United Community shareholders. At the close of business on [                ],October 25, 2019, there were [                ]48,112,240 shares of United Community common stock issued and outstanding and entitled to vote. Shares of United Community common stock were held of record by approximately [                ]7,100 shareholders. Each share of United Community common stock entitles the holder to one vote on all matters properly presented at the special meeting.

Votes Required

The following votes are required to approve each of the proposals to be considered at the special meeting:

A quorum, consisting of the holders of a majority of the outstanding shares of United Community common stock, must be present in person or by proxy at the special meeting of United Community shareholders before any action can be taken. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally called.

Effect of Abstentions and BrokerNon-Votes

Any “brokernon-votes” submitted by brokers or nominees in connection with the special meeting will not be counted for purposes of determining the number of votes cast on a proposal and will not be treated as present for quorum purposes. “Brokernon-votes” are shares held by brokers or nominees as to whom voting instructions have not been received from the beneficial owners or the persons entitled to vote those shares and for which the broker or nominee does not have discretionary voting power under the applicable NASDAQ and NYSE rules. Under these rules, it is expected that all proposals to be voted on at the United Community special meeting are matters on which brokerage firms may not vote in their discretion on behalf of their clients. Because the United Community merger proposal is required to be approved by the affirmative vote of at leasttwo-thirds of the outstanding shares of United Community common stock, abstentions and brokernon-votes will have the same effect as a vote against the United Community merger proposal. And for the same reason, the failure of a United Community shareholder to vote by proxy or in person at the special meeting will have the effect of a vote against approval of the United Community merger proposal. Abstentions, brokernon-votes and any failure to vote by proxy or in person at the United Community special meeting will have no effect on the United Community compensation proposal or the United Community adjournment proposal.

Shares Held by Officers and Directors

As of [                ],October 25, 2019, the directors and executive officers of United Community and the affiliates of such directors and executive officers had sole or shared voting power with respect to [                ]1,476,528 shares of United Community common stock, or approximately [                ]%3.1% of the outstanding shares of United Community common stock.The directors of United Community have agreed to vote their shares of United Community common stock for the approval of the United Community merger proposal and the United Community adjournment proposal.

How to Vote Your Shares; Solicitation of Proxies

A proxy card for use at the special meeting accompanies each copy of this joint proxy statement/prospectus mailed to United Community shareholders. This proxy is solicited by the United Community board of directors. Whether or not you plan to attend the special meeting in person, the United Community board of directors urges you to complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope; visit the website shown on your proxy card to vote via the Internet; or use the toll-free number shown on your proxy card. If you have executed a proxy, you may revoke it at any time before a vote is taken at the special meeting by:

Your attendance at the special meeting will not, by itself, revoke your proxy.

If you are a United Community shareholder whose shares are not registered in your own name, you will need additional documentation from your record holder in order to vote your shares in person at the special meeting. If you hold your United Community shares through a broker, bank or other nominee (i.e., in “street name”) and you want to vote your shares in person at the meeting, you will have to get a written proxy in your name from the broker, bank or other nominee who holds your shares.

The costs incurred in connection with the solicitation of proxies for the United Community special meeting will be borne by United Community. Proxies will be solicited by mail and may also be solicited, for no additional compensation, by officers, directors or employees of United Community. United Community will also pay the standard charges and expenses of brokerage houses, voting trustees, banks, associations and other custodians, nominees and fiduciaries, who are record holders of shares of United Community common stock not beneficially owned by them, for forwarding the proxy materials to, and obtaining proxies from, the beneficial owners of shares of United Community common stock entitled to vote at the special meeting of United Community shareholders. United Community has also made arrangements with Alliance to assist it in soliciting proxies and has agreed to has agreed to pay Allianceapproximately $7,500 (for general proxy solicitation services), plus data processing and calling fees and reimbursement ofout-of-pocket expenses.

UNITED COMMUNITY’S PROPOSALS

United Community Merger Proposal—Adoption of the merger agreement

At the United Community special meeting, the United Community shareholders will be asked to adopt the merger agreement. Holders of United Community common stock should read this joint proxy statement/prospectus in its entirety, including the annexes, for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this joint proxy statement/prospectus asAnnex A.

After careful consideration, the United Community board of directors approved the merger agreement, including the merger and the transactions contemplated by the merger agreement, and determined the merger agreement and the merger to be advisable and in the best interests of United Community and its shareholders.

The United Community board of directors recommends that the United Community shareholders vote “FOR” the United Community merger proposal.

United Community Compensation Proposal—Approval of United Community compensation of named executive officers

Section 14A of the Exchange Act andRule 14a-21(c) under the Exchange Act require that United Community seek a nonbinding advisory vote from its shareholders to approve the compensation of the named executive officers of United Community that is based upon or otherwise related to the merger as disclosed under the heading “The Merger—Interests of United Community Directors and Executive Officers in the Merger” beginning on page 99. As required by these provisions, United Community is asking its shareholders to vote on the adoption of the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to United Community’s named executive officers in connection with the merger and the agreements or understandings pursuant to which such compensation may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of RegulationS-K in ‘The Merger—Interests of United Community Directors and Executive Officers in the Merger,’ are hereby APPROVED.”

The vote with respect to this proposal is an advisory vote and will not be binding on United Community, First Defiance, or the surviving corporation. Therefore, regardless of whether United Community shareholders approve this proposal, if the merger agreement is approved by the shareholders and the merger is completed, the compensation will be paid to such named executive officers to the extent payable in accordance with the terms of such compensation contracts and arrangements. Approval of this proposal is not a condition to the closing of the merger.

The United Community board of directors recommends that the United Community shareholders vote “FOR” the United Community compensation proposal.

United Community Adjournment Proposal—Adjournment of the United Community special meeting

If, at the special meeting of United Community shareholders, the number of shares of United Community common stock present or represented and voting in favor of the United Community merger proposal is insufficient to adopt the United Community merger proposal, United Community intends to ask its shareholders to vote to adjourn the special meeting to another time or place, if necessary or appropriate, to permit further solicitation of additional proxies. In this event, United Community will request that the shareholders vote on the United Community adjournment proposal and not the United Community merger proposal.

United Community is asking that its shareholders authorize the holder of any proxy solicited by the United Community board of directors to vote in favor of granting discretionary authority to the proxy holders, and each

of them individually, to adjourn the United Community special meeting to another time and place, if necessary or appropriate, for the purpose of soliciting additional proxies. If United Community requests a vote on the United Community adjournment proposal and the United Community shareholders approve this proposal, United Community could adjourn the special meeting and use this additional time to solicit proxies from its shareholders, including those shareholders who have previously voted.

The United Community board of directors recommends that the United Community shareholders vote “FOR” the United Community adjournment proposal.

UNITED COMMUNITY ANNUAL MEETING SHAREHOLDER PROPOSALS

United Community held its 2019 annual meeting of shareholders on May 2, 2019. If the merger is completed, United Community will be merged into First Defiance and thus will no longer have public shareholders. However, if the merger is not completed or if United Community is required to do so under applicable law, United Community will hold a 2020 annual meeting of shareholders. Any shareholder nominations or proposals appropriate for shareholder action at United Community’s 2020 annual meeting must be submitted to United Community as set forth below.

For proposals to be considered for inclusion in the proxy statement for the 2020 annual meeting, they must be received by United Community no later than November 23, 2019. Such proposals must be directed to United Community Financial Corp., Attention: Jude J. Nohra, Corporate Secretary, 275 West Federal Street, Youngstown, Ohio 44503. Any United Community shareholder who intends to propose any other matter to be acted upon at the 2020 annual meeting must inform United Community no later than February 6, 2020. The proxy cards delivered in connection with the 2020 annual meeting would confer discretionary voting authority, to be exercised in the judgment of the United Community’s board of directors, with respect to any shareholder proposal received after February 6, 2020. United Community also would have authority to discretionarily vote proxies with respect to shareholder proposals received after November 23, 2019, but prior to February 6, 2020, unless the proposing United Community shareholder takes the necessary steps outlined in Rule14a-4(c)(2) under the Exchange Act to ensure the proper delivery of proxy materials related to the proposal .

In order to make a director nomination at the United Community 2020 annual meeting, a United Community shareholder would need to notify United Community no later than the 60th day before the first anniversary of the 2019 annual meeting of United Community shareholders. In addition, the notice must meet all other requirements contained in United Community’s code of regulations, a copy of which is available without charge upon written request directed to United Community Financial Corp., Attention: Jude J. Nohra, Corporate Secretary, 275 West Federal Street, Youngstown, Ohio 44503.

THE MERGER

Background of the Merger

On a regular basis, each of First Defiance’s and United Community’s board of directors and senior management have separately reviewed and discussed their respective business strategies, performance and prospects, including strategic opportunities and challenges, and have considered various strategic options potentially available to each respective organization, all with the goal of enhancing value for their respective shareholders and delivering the best possible services to their respective customers and communities. The strategic discussions have focused on, among other things, the business and regulatory environment facing financial institutions generally and each organization, in particular, as well as conditions and trends in the banking industry.

These reviews have included periodic discussions by each company’s board of directors with respect to potential transactions of various types that would further their respective strategic objectives and the potential benefits and risks of any such transactions. In addition, senior management of each organization has, from time to time, engaged in discussions with representatives of other financial institutions.

In recognition of the comparable business strategies of United Community and First Defiance, in early 2017, Gary Small, President and Chief Executive Officer of United Community, contacted Donald Hileman, President and Chief Executive Officer of First Defiance, to assess his interest in engaging in an evaluation of a potential strategic business combination between United Community and First Defiance. Mr. Small and Mr. Hileman, together with select senior management of each company, conducted informal exploratory discussions from time to time over several months in 2017 to assess whether United Community and First Defiance could best achieve their strategic objectives through a potential transaction. This evaluation included entry into a mutualnon-disclosure agreement and exchange of select preliminary diligence information as well as discussions regarding potential terms of anall-stock business combination, including potential governance arrangements. Sandler O’Neill acted as United Community’s financial advisor, and KBW acted as First Defiance’s financial advisor, to assist in the parties’ respective evaluation of a potential transaction. During this time, each of Mr. Small and Mr. Hileman regularly updated their respective boards of directors on the status of the exploratory discussions. The companies ultimately determined in September 2017 to independently pursue their respective strategic objectives and ceased discussions regarding a potential transaction.

Throughout 2018, the First Defiance board of directors continued to evaluate its business strategies, including possible acquisitions, mergers and other opportunistic strategic transactions. First Defiance’s management team met several times in 2018 with representatives of KBW to discuss the general banking environment and several possible strategic transactions, none of which First Defiance actively pursued. First Defiance management regularly updated the First Defiance board of directors regarding those discussions, possible strategic opportunities and the succession plans of Mr. Hileman and other executive officers. In the later part of 2018, the board determined to take a dual approach to planning and authorized the engagement of an executive search firm for the purpose of finding candidates for the President of First Federal, First Defiance’s bank subsidiary, and a new President was appointed in March 2019. The First Defiance board of directors continued its ongoing strategic planning process that looked at all viable strategic options. The board instructed management to continue to evaluate both acquisition opportunities and mergers with similarly sized companies. Management also continued to have informal conversations with potential upstream partners.

The United Community board of directors continued its regular strategic planning process and reviews during and following the discussions with First Defiance, including the evaluation of possible potential transactions that would further its strategic objectives. As part of this strategic planning process, United Community’s board of directors asked Sandler O’Neill to make a presentation to the United Community board of directors at its regularly scheduled board meeting held in January 2019. Sandler O’Neill’s presentation covered a

review of the current environment for the banking industry, United Community’s stand-alone valuation metrics, potential acquisition targets of United Community, potential partners for a strategic merger and potential acquirers of United Community. Sandler O’Neill discussed with the board certain of the factors and trends impacting the banking industry and United Community’s business which made continually improving profitability a challenge, including, among others, cost and type of deposit funding, the interest rate environment and flat yield curve, the effects of scale, technology and increased competition and the regulatory environment. The board discussed that while it felt confident in the continued execution of its strategy for generating organic growth, in order to be better informed regarding the availability of other alternatives that could enhance long-term shareholder value, it wanted Sandler O’Neill to prepare a more detailed evaluation of the potential acquirers of United Community that Sandler O’Neill had identified with a focus on evaluating whether there were any potential acquirers who had the ability to deliver consideration to United Community shareholders that would be financially compelling and who may have interest in engaging in a transaction.

At the February 2019 meeting of the United Community board of directors, representatives of Sandler O’Neill presented Sandler O’Neill’s analysis of potential acquirers. Sandler O’Neill explained to the board its view that the number of potential acquirers of banks generally was limited in the current market and that it had identified a select number of institutions who were most likely to meet the criteria established by the United Community board, although it was not certain whether any of the institutions would have an interest in engaging in a transaction in the near-term. Sandler O’Neill reviewed its evaluation of each of the potential partners with the board. Following the discussion, the board asked Mr. Small to informally reach out to representatives of four institutions identified by Sandler O’Neill to assess their level of interest in engaging in discussions to evaluate a potential transaction so that the board could determine the viability and attractiveness of these strategic alternatives.

Over the next few weeks, Mr. Small engaged in discussions with representatives of the four financial institutions identified by the board. During this time, Mr. Small also had discussions with a fifth financial institution who reached out to him.

Mr. Small provided updates to the United Community board on the results of his outreach during meetings held in April 2019. Mr. Small reported that of the four financial institutions selected by the board for outreach, one was not interested in a potential transaction and three had expressed some level of interest in engaging in discussions in the future but that due to other strategic priorities would not be prepared to engage in a transaction in the near-term. Mr. Small also informed the board of his meeting with the fifth financial institution, but expressed concern regarding the attractiveness of that institution’s stock as deal consideration. The board determined that Mr. Small should not make any further outreach at that time and should continue to focus on executing the company’s strategy for organic growth.

At the end of the first quarter of 2019, due to the slower pace of acquisition opportunities and the pricing environment, the First Defiance board determined that the company and its management team should focus on more significant merger opportunities with similarly sized institutions, including United Community. The board discussed that while it felt confident in the continued execution of its strategy for generating organic growth, in order to be better informed regarding the availability of other alternatives from a financial perspective that could enhance long-term shareholder value, it requested more information as to potential partners. In April 2019, Mr. Hileman provided updates to the First Defiance board on the results of his outreach in the first quarter of 2019. At that time, the board instructed Mr. Hileman to continue his discussions with other potential partners, including United Community.

In late April 2019, Mr. Small received a call from Mr. Hileman inviting him to an informal meeting to discuss their organizations generally as well as the current economic environment and the general financial institutions industry. Mr. Small informed the board of Mr. Hileman’s call at its May 2, 2019 board meeting.

On May 8, 2019, Mr. Hileman and Mr. Small met at a neutral facility. They discussed general industry matters as well as trends impacting each of United Community and First Defiance. Mr. Hileman then expressed interest in reengaging in discussions regarding a potential strategic business combination between United Community and First Defiance and his belief that the two organizations would be better as a combined organization. Mr. Hileman stated his view that the complementary nature of the two institutions created an opportunity to leverage the strengths of both institutions to create a premier franchise headquartered in Ohio with the benefits of scale, a more diversified balance sheet, complementary geographies and the best of each institution’s technology and talent.

After the meeting, Mr. Hileman updated the board chairman on his discussion with Mr. Small. It was agreed to have Mr. Hileman continue his outreach with Mr. Small to evaluate a possible strategic transaction with United Community. Mr. Hileman had numerous conversations with KBW over the next month, including regarding the financial aspects of a possible combination. Mr. Hileman also continued conversations with Mr. Small as to high level discussions related to operating models and possible cost saves and one time costs.

At a meeting of the United Community board of directors on May 23, 2019, Mr. Small updated the board on the outreach from Mr. Hileman as well as his view on the potential strategic and financial benefits of such a transaction. The board expressed its support for Mr. Small to continue these discussions to assess the viability of a strategic merger with First Defiance and the potential terms of such a transaction.

Over the next few weeks, Mr. Small and Mr. Hileman engaged in exploratory discussions with respect to a potential transaction that built upon their prior discussions and preliminary diligence from two years earlier. Their discussions were focused on identifying and refining the potential strategic and financial benefits and risks associated with a transaction and on developing a high-level framework of the economic and governance terms of a transaction, including board and management split between representatives of each company, headquarters, surviving entity name and other matters. The key components of a potential transaction framework that they developed during these discussions consisted of anall-stock strategic business combination with a fixed exchange ratio that would be priced based on each company’s relative contribution to the pro forma surviving company (based on various financial metrics) with a board split based on pro rata ownership of each company’s shareholders of the surviving entity and each company having key leadership roles, with a management succession plan whereby Mr. Small would succeed Mr. Hileman as Chief Executive Officer following an initial integration period and Mr. Hileman would at that time become Executive Chairman. Mr. Hileman and Mr. Small discussed their view that this approach to shared governance and management best positioned the combined company to leverage the strengths of each institution going forward and would help to mitigate integration related risks. During this time, Mr. Small and Mr. Hileman also involved members of senior management as well as representatives of Sandler O’Neill and KBW.

In early June 2019, based on the discussions and information that was exchanged between the representatives of United Community and First Defiance, Mr. Hileman and Mr. Small reached a preliminary understanding, subject to diligence and further discussion with each company’s board of directors, that if the parties were to combine, that United Community’s shareholders would own approximately 47% of the pro forma surviving company, which corresponded to an exchange ratio of approximately 0.3636 based upon the parties’ relative common stock prices at the time.

On June 11, 2019, Mr. Small and Mr. Hileman, together with Richard Schiraldi, the Chairman of the United Community board, and John Bookmyer, the Chairman of the First Defiance board, met and discussed the strategic benefits and risks associated with a transaction between United Community and First Defiance. They discussed the complementary natures of the culture and franchises of each company and the transaction framework that had been developed by Mr. Small and Mr. Hileman, with a focus on governance matters. They agreed that a successful combination of the two franchises had the potential to create a premier franchise with stronger financial results and an attractive Midwestern footprint that could leverage the complementary nature of each company’s balance sheet, business lines, management teams, culture and community-based approach. They

also discussed that they believed a meeting in the next few weeks with Mr. Small, Mr. Hileman and additional directors of United Community and First Defiance would be beneficial to each institution’s consideration of a potential transaction.

On July 1, 2019, during a regularly scheduled call with the United Community directors held for Mr. Small to provide an update on the second quarter, Mr. Small and Mr. Schiraldi also updated United Community’s board on the status of the discussions with First Defiance and the proposed next steps. The board endorsed continuing with the discussions and having a meeting with Mr. Small, Mr. Hileman and additional directors of United Community and First Defiance as a next step.

First Defiance prepared a presentation outlining the transaction rationale as well as preliminary board structure and succession overview of Mr. Hileman and Mr. Small to be used for discussion.

On July 15, 2019, Mr. Small and Mr. Hileman met with select directors of each of United Community and First Defiance, including Mr. Schiraldi and Mr. Bookmyer, and presented their respective views on the potential strategic and financial benefits of a transaction as well as the transaction framework they had been discussing. The outcome of this meeting was that United Community and First Defiance agreed to have anin-depth discussion of a potential transaction at their respective upcoming July board meetings and each determine whether to move to the next phase of the process involving detailed diligence and negotiation of transaction documents.

At First Defiance’s regularly scheduled board meeting held on July 22, 2019, a key agenda item was the discussion and consideration of entering into a formal process with United Community with regard to a possible strategic transaction. Representatives of KBW and Barack Ferrazzano Kirschbaum & Nagelberg LLP (“Barack Ferrazzano”), First Defiance’s outside legal counsel, were also present for the meeting. Mr. Hileman updated the board on the meeting that was held on July 15, 2019 with representatives from both United Community’s board and First Defiance’s board as well as the ongoing discussions that he had been having with Mr. Small. Mr. Hileman also summarized the discussions between the two organizations that took place in 2017 to allow the new directors of First Defiance to have a more fulsome understanding of the past relationship between the two organizations. Mr. Hileman also outlined for the board the preliminary transaction terms that would be further developed during the formal process based upon conducting thorough due diligence. Mr. Hileman highlighted that the approximate pro forma ownership in the surviving entity of First Defiance’s existing shareholders was targeted to be approximately 53%. He also discussed the general governance framework for the transaction, including the possible board size, the number of First Defiance representatives on the board, the possible management team of the pro forma surviving company and the location of the headquarters for the surviving holding company and surviving bank, among other things. Barack Ferrazzano led a discussion regarding the fiduciary duties of the directors in considering significant corporate actions, including a possible strategic transaction with United Community. Representatives of KBW also discussed with the board the general economic environment for financial institutions, at that time, and provided observations of the then current market for mergers and acquisitions among financial services companies. KBW also reviewed financial aspects of a possible transaction with United Community, as well as financial information relating to First Defiance remaining as an independent organization. The First Defiance board discussed the possible benefits and risks of a strategic combination with United Community to its shareholders and other key constituencies and compared a potential transaction with United Community to other possible strategic alternatives, including a possible acquisition of a much smaller financial institution that management and the board had considered pursuing before the opportunity with United Community developed. The board also discussed some of the possible benefits and challenges that First Defiance could face if it continued as an independent organization, including, maintaining its loan growth, succession planning of key management and officers and other environmental challenges to First Defiance’s strategic plan. After a lengthy discussion, the board concluded that First Defiance should continue its discussions with United Community and begin a more formal process that should include detailed diligence and the negotiation of transaction documents. Additionally, the board established a special transaction committee of the board to oversee management in its execution of the diligence and negotiation

process and to facilitate the overall process and communication between management and the board. The directors appointed to the special transaction committee were: Mr. Bookmyer, Mr. Hileman, Charles Neihaus and Sam Strausbaugh. Additionally, the board determined that Jean Hubbard would also be available to serve on the committee and be present at meetings if other members were unable to attend.

On July 23, 2019, United Community’s board of directors held a regularly scheduled meeting. The meeting was also attended by representatives of Sandler O’Neill and Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”), United Community’s outside legal counsel. Mr. Small began by reviewing with the board the interest expressed by First Defiance in a potential strategic merger and the transaction framework that had been developed. Among other things, he highlighted that United Community shareholders would receiveall-stock consideration and that under the ownership split being discussed United Community shareholders would own approximately 47% of the pro forma surviving company, which equated to an exchange ratio of 0.3636 and an implied premium to United Community’s trading price on July 22, 2019 of approximately 6.5%. Mr. Small also described the meetings and discussions that had taken place between the management teams and directors to date and explained that the preliminary discussions between the two companies in 2017 regarding a potential strategic combination had helped lay the groundwork for the current discussions. Representatives of Sandler O’Neill made a presentation to the board that included an overview of the current bank operating environment and general consolidation trends as well as a preliminary financial analysis regarding a potential transaction with First Defiance. Sandler O’Neill and the directors discussed the difficult operating environment facing banks, particularly in light of net interest margin compression being experienced by financial institutions generally, a challenging interest rate environment, increased competition with respect to core funding and significant costs associated with technology investment and regulatory compliance. In addition to a review of United Community’s stand-alone valuation, Sandler O’Neill also presented a review of other potential strategic alternatives to the proposed transaction with First Defiance. Sandler O’Neill also reviewed the evaluation and outreach that had been conducted by United Community earlier in the year and noted that there had not been any new developments on that front. The United Community board then discussed the potential benefits and risks of a strategic combination with First Defiance to its shareholders and other key constituencies and compared the potential transaction with First Defiance to its other potential strategic alternatives, including continuing to focus on organic growth as an independent company. The board concluded that United Community should continue its discussions with First Defiance and begin a more formal process that should include detailed diligence and the negotiation of transaction documents.

Over the next two weeks, United Community and First Defiance commenced their respective due diligence on each other, which included access to virtual data rooms and telephonic and in person meetings between the management teams of the two companies and their respective advisors and representatives. During this time, Mr. Small and Mr. Hileman continued their discussions with respect to the terms of the potential transaction, including integration matters and more detail around certain of the governance provisions.

Additionally, First Defiance instructed Barack Ferrazzano to begin drafting a definitive merger agreement for the proposed transaction. Mr. Hileman and other key officers reviewed preliminary drafts of the merger agreement and on August 13, 2019, Barack Ferrazzano sent a draft of the merger agreement to Wachtell Lipton. The merger agreement reflected anall-stock transaction but did not include an exchange ratio, which was still subject to negotiation and finalization based upon market conditions.

On August 15, 2019, the executive committee of the United Community board convened a meeting to receive a status report on the potential transaction. Senior management and representatives from Sandler O’Neill and Wachtell Lipton also participated. Mr. Small provided an update on the satisfactory results of the due diligence process to date as well as the progress of discussions on governance issues. Sandler O’Neill provided a market update presentation, focusing on the Federal Reserve’s interest rate cut on July 31, 2019, the flattening of, and at times inversion of the, yield curve, the volatility in the equity and bond markets since the prior meeting

and the impact of these developments on the businesses, trading prices and prospects of United Community and First Defiance. Sandler O’Neill also discussed with the United Community board that since the last United Community board meeting, First Defiance common stock had traded down relative to United Community common stock and the impact of such movements on the implied transaction value based on the 0.3636 exchange ratio that the parties had been discussing, which would, based on then current stock prices of the two organizations, result in a small implied discount to United Community’s then current common stock trading price. The executive committee expressed its support for United Community to continue its due diligence and negotiations and instructed management and Sandler O’Neill to continue to monitor and update the board on market events and the impact on the implied transaction value.

Following the meeting of the executive committee, the parties continued their due diligence reviews and Mr. Small and United Community’s financial advisors communicated to First Defiance that they viewed the exchange ratio as an item that would require further discussion. Wachtell Lipton also sent a revised draft of the merger agreement to Barack Ferrazzano and the two law firms exchanged term sheets for the employment agreements for Mr. Small and Mr. Hileman that would be entered into with First Defiance contemporaneously with the execution of the merger agreement and would become effective as of the closing of the merger. Over the next couple of weeks, Wachtell Lipton and Barack Ferrazzano further exchanged drafts of the merger agreement and other transaction documents to be entered into in connection with the execution of the merger agreement, including voting agreements with directors of United Community and First Defiance as well as the employment agreements between First Defiance and each of Mr. Small and Mr. Hileman, and engaged in telephonic negotiations of the terms of such agreements. In each of the drafts of the merger agreement the exchange ratio was left blank. Also, during this time, the parties worked to complete their respective due diligence reviews.

On August 26, 2019, the compensation committee of the United Community board met to discuss and provide feedback on Mr. Small’s proposed employment agreement. Representatives of Wachtell Lipton also participated.

On August 28, 2019, the United Community board of directors held a regularly scheduled meeting and engaged in a detailed discussion of the proposed transaction with First Defiance. Members of United Community’s management team and representatives from Sandler O’Neill and Wachtell Lipton were also in attendance. At the meeting, Mr. Small updated the United Community board of directors on the status of the proposed transaction. The senior management team provided a report to the board on the results of the due diligence conducted on First Defiance to date and the anticipated benefits and risks associated with the proposed merger, and its conclusion that the diligence supported the strategic rationale for the proposed transaction. Sandler O’Neill provided a market update to the full board, including a review of the matters discussed with the executive committee at its August 15 meeting, and an updated financial analysis of the proposed transaction. Representatives of Wachtell Lipton advised the board of directors on its fiduciary duties and discussed the terms of the draft transaction agreements, including the merger agreement, voting agreements and employment agreements, which were substantially complete other than the exchange ratio. The United Community board discussed the results of diligence, the strategic benefits and risks of the proposed transaction, as well as the challenging operating environment for banks and the discussion of strategic alternatives from prior meetings of the board and its belief that the strategic rationale for a merger with First Defiance remained compelling. The board also engaged in a discussion regarding the recent relative underperformance of First Defiance’s common stock as compared to United Community’s common stock, which at that time had resulted in an implied transaction value that was at a slight discount to United Community’s then current trading price. The United Community board directed United Community and its advisors to continue to finalize the transaction documents and to inform First Defiance that it would require an increase to the 0.3636 exchange ratio that had been discussed between the parties if the implied discount continued to exist as the parties moved toward executing the merger agreement. The board also scheduled a meeting for September 5, 2019 to receive a market update and determine a specific proposal with respect to the exchange ratio that would then be negotiated with First Defiance prior to the targeted announcement date of September 9, 2019.

Following this meeting, Mr. Small and United Community’s financial and legal advisors communicated to First Defiance and their advisors United Community’s position on the exchange ratio.

On August 29, 2019, the board of First Defiance met to discuss the current status of the merger agreement, the proposals regarding the exchange ratio and the proposed employment agreements with Mr. Hileman and Mr. Small. Representatives of Barack Ferrazzano were present at the meeting. Following the meeting, Barack Ferrazzano had several conversations with Wachtell Lipton regarding the proposed merger agreement.

On August 29, 2019, the compensation committee of First Defiance met to discuss the proposed employment agreements with Mr. Hileman and Mr. Small. Representatives of Barack Ferrazzano were present at the meeting. Following the meeting, Barack Ferrazzano had several conversations with Wachtell Lipton regarding the proposed employment agreements.

On September 5, 2019, the compensation committee of the First Defiance’s board met to review and approve the terms of the employment agreements with Mr. Hileman and Mr. Small. Representatives of Barack Ferrazzano were present at the meeting and, following the meeting, communicated the terms of the employment agreements that were acceptable to First Defiance to Wachtell Lipton, which such terms are set forth in the agreements executed by the parties on September 9, 2019.

On September 5, 2019, the compensation committee of the United Community board also met to review the substantially final terms of the employment agreements of Mr. Small and Mr. Hileman that Barack Ferrazzano had sent to Wachtell Lipton. Representatives from Wachtell Lipton were present at the meeting.

Immediately following United Community’s compensation committee meeting on September 5, 2019, the United Community board of directors held a special meeting for a status update on the proposed transaction, with the primary purpose of the meeting being to formulate a proposal with respect to the exchange ratio. Representatives of senior management, Sandler O’Neill and Wachtell Lipton also participated. Representatives of Sandler O’Neill presented a market update and an updated financial analysis with respect to the proposed transaction, including analyses at different exchange ratios as well as the impact that a special cash dividend would have. Representatives of Wachtell Lipton presented an update on the status of the transaction documents and the members of the compensation committee updated the full board on their discussions with respect to the employment agreements. Following discussion, the United Community board instructed management and Sandler O’Neill to propose an increased exchange ratio of 0.3715, which would increase the pro forma ownership in the surviving entity of United Community shareholders from 47% to 47.5%, as well as a special cash dividend payable to United Community shareholders prior to closing, if necessary, to address any remaining discount implied by the transaction value as compared to the closing price of United Community’s common stock as of the signing of the merger.

Following the board meeting, representatives of Sandler O’Neill conveyed the proposal on the exchange ratio and special dividend to representatives of KBW. The KBW representatives indicated that they would review the proposal with First Defiance.

On September 6, 2019, First Defiance’s special committee met with KBW representatives to discuss United Community’s latest proposal on the exchange ratio. KBW provided a market update to the committee and reviewed the potential impact of the proposed exchange ratio on financial aspects of the proposed transaction. The committee determined to recommend to the full board that it approve the proposed transaction with the proposed exchange ratio of 0.3715.

On September 6, 2019, following the closing of the market, in accordance with First Defiance’s directives, representatives of KBW communicated to Sandler O’Neill that First Defiance, pending final board approval, was in agreement with the proposed exchange ratio of 0.3715, which represented an implied premium to United Community’s closing price on September 6, 2019 of $0.17 or 1.7%, but as a result, First Defiance had

determined that the special dividend proposal was moot. Sandler O’Neill and United Community agreed that, pending board approval on both sides, the special dividend proposal would be moot.

Following these discussions, Wachtell Lipton and Barack Ferrazzano finalized the transaction agreements in advance of each company’s respective board meetings to consider the proposed transaction.

On September 7, 2019, the First Defiance board held a meeting to consider the terms of the proposed transaction with United Community. Members of First Defiance’s management team and representatives of KBW and Barack Ferrazzano were also in attendance. Mr. Hileman updated the board as to the recent discussions between the management teams and advisors, as well as the considerations of the special transaction committee. At this meeting, KBW reviewed the financial aspects of the proposed merger and rendered an opinion to the First Defiance board to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in such opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to First Defiance. See “Opinion of First Defiance’s Financial Advisor,” beginning on page 65, for more information. Representatives of Barack Ferrazzano then advised the board on its fiduciary duties and led the board through the proposed final merger agreement and related transaction documents. After discussing and considering the proposed terms of the merger agreement and related transaction documents, and taking into consideration the matters discussed during that meeting and prior meetings of the First Defiance board and the factors described under “First Defiance’s Reasons for the Merger; Board Recommendation” beginning on page 62, the First Defiance board of directors unanimously determined the merger, the merger agreement, the other transaction agreements and the other transactions contemplated by the proposed merger agreement, to be in the best interests of First Defiance, its shareholders and its other constituencies, and the board of directors unanimously approved and adopted the proposed merger agreement, the other transaction agreements and the transactions contemplated thereby, including the merger, and determined that it would recommend that First Defiance’s shareholders adopt the merger agreement.

On September 8, 2019, the United Community board of directors held a meeting to consider the terms of the proposed transaction with First Defiance. Members of United Community’s management team and representatives from Sandler O’Neill and Wachtell Lipton were also in attendance. Sandler O’Neill provided an update on the discussions with KBW with respect to United Community’s proposed exchange ratio and First Defiance’s acceptance of an increased exchange ratio of 0.3715. Sandler O’Neill then reviewed the market developments since the last board meeting and its updated financial analysis, and rendered an opinion to the United Community board to the effect that, as of that date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Sandler O’Neill as set forth in such opinion, the exchange ratio in the proposed merger was fair to the holders of United Community common stock from a financial point of view. See “Opinion of United Community’s Financial Advisor,” beginning on page 79, for more information. Representatives of Wachtell Lipton further advised the board of directors on its fiduciary duties and confirmed the terms of the proposed final merger agreement and related transaction documents. After considering the proposed terms of the merger agreement and related transaction documents and the various presentations of its financial and legal advisors, and taking into consideration the matters discussed during that meeting and prior meetings of the United Community board and the factors described under “United Community’s Reasons for the Merger; Board Recommendation,” beginning on page 77, the United Community board of directors unanimously determined the merger, the merger agreement, the other transaction documents and the other transactions contemplated by the proposed merger agreement, to be in the best interests of United Community, its shareholders and its other constituencies, and the board of directors unanimously approved and adopted the proposed merger agreement, the other transaction agreements and the transactions contemplated thereby, including the merger, and determined that it would recommend that United Community shareholders adopt the merger agreement.

Subsequently, the merger agreement and related transaction agreements were executed and delivered and the transaction was announced on the morning of September 9, 2019 in a press release issued jointly by United Community and First Defiance.

First Defiance’s Reasons for the Merger; Board Recommendation

First Defiance’s board of directors has concluded that the merger offers shareholders an extremely attractive opportunity to achieve the board of directors’ strategic business objectives. These objectives included increasing shareholder value and growing the size of the business to one of the premier financial institutions in Ohio and the greater Midwest region.

In deciding to approve the merger agreement and the transactions it contemplates, First Defiance’s board of directors evaluated the merger in consultation with management, as well as First Defiance’s legal counsel and financial advisors, and considered numerous factors, including the following:

In considering the recommendation of the First Defiance board, you should be aware that certain directors and executive officers of First Defiance may have interests in the merger that are different from, or in addition to, interests of shareholders of First Defiance generally and may create potential conflicts of interest. The First Defiance board was aware of these interests and considered them when evaluating and negotiating the merger agreement, the merger and the other transactions contemplated by the merger agreement, and in recommending to First Defiance’s shareholders that they vote in favor of the merger proposal. See “The Merger—Interests of First Defiance Directors and Executive Officers in the Merger” beginning on page 93.

The above discussion of the information and factors considered by the First Defiance board of directors is not intended to be exhaustive, but includes the material factors they considered. In arriving at its determination to approve the merger agreement and the transactions it contemplates, and recommend that the First Defiance shareholders vote to approve them, the First Defiance board of directors did not assign any relative or specific weights to the above factors, and individual directors may have given differing weights to different factors. It should be noted that the foregoing explanation of the factors considered by First Defiance’s board of directors and its reasons for recommending the merger to First Defiance’s shareholders, as well as certain information presented in this section is forward-looking in nature and, therefore, such information should be read in light of the factors discussed in the section entitled “Forward-Looking Statements”.

For the reasons set forth above, the First Defiance board of directors unanimously recommends that the First Defiance shareholders vote “FOR” the First Defiance merger proposal.

Opinion of First Defiance’s Financial Advisor

First Defiance engaged KBW to render financial advisory and investment banking services to First Defiance, including an opinion to the First Defiance board of directors as to the fairness, from a financial point of view, to First Defiance of the exchange ratio in the proposed merger. First Defiance selected KBW because KBW is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger. As part of its investment banking business, KBW is continually engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.

As part of its engagement, representatives of KBW attended the meeting of the First Defiance board of directors held on September 7, 2019 at which the First Defiance board of directors evaluated the proposed merger. At this meeting, KBW reviewed the financial aspects of the proposed merger and rendered an opinion to the First Defiance board of directors to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in such opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to First Defiance. The First Defiance board of directors approved the merger agreement at this meeting.

The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached asAnnex B to this document and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion.

KBW’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the First Defiance board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion addressed only the fairness, from a financial point of view, of the exchange ratio in the merger to First Defiance. It did not address the underlying business decision of First Defiance to engage in the merger or enter into the merger agreement or constitute a recommendation to the First Defiance board of directors in connection with the merger, and it does not constitute a recommendation to any holder of First Defiance common stock or any shareholder of any other entity as to how to vote in connection with the merger or any other matter, nor does it constitute a recommendation as to whether or not any such shareholder should enter into a voting, shareholders’, affiliates’ or other agreement with respect to the merger or exercise any dissenters’ or appraisal rights that may be available to such shareholder.

KBW’s opinion was reviewed and approved by KBW’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

In connection with the opinion, KBW reviewed, analyzed and relied upon material bearing upon the financial and operating condition of First Defiance and United Community and bearing upon the merger, including, among other things:

KBW’s consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following:

KBW also performed such other studies and analyses as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the banking industry generally. KBW also participated in discussions that were held by the managements of First Defiance and United Community regarding the past and current business operations, regulatory relations, financial condition and future prospects of their respective companies and such other matters as KBW deemed relevant to its inquiry.

In conducting its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information provided to it or that was publicly available and KBW did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. KBW relied, with the consent of First Defiance, upon the management of United Community as to the reasonableness and achievability of the publicly available consensus “street estimates” of United Community and the assumed United Community long-term growth rates referred to above (and the assumptions and bases therefor), and KBW assumed that all such information was reasonably prepared and represented, or in the case of the United Community “street estimates” referred to above that such estimates were consistent with, the best currently available estimates and judgments of such management and that the forecasts, projections and estimates reflected in such information would be realized in the amounts and in the time periods estimated. KBW further relied upon the management of First Defiance as to the reasonableness and achievability of the publicly available consensus “street estimates” of First Defiance, the

assumed First Defiance long-term growth rates, and the estimates regarding certain pro forma financial effects of the merger on First Defiance (including, without limitation, the cost savings and related expenses expected to result or be derived from the merger), all as referred to above, and the assumptions and bases for all such information, and KBW assumed, at the direction of First Defiance, that all of the foregoing information was reasonably prepared and represented, or in the case of the publicly available consensus “street estimates” referred to above that such estimates were consistent with, the best currently available estimates and judgments of First Defiance management and that the forecasts, projections and estimates reflected in such information would be realized in the amounts and in the time periods estimated.

It is understood that the portion of the foregoing financial information of First Defiance and United Community that was provided to KBW was not prepared with the expectation of public disclosure and that all of the foregoing financial information, including the publicly available consensus “street estimates” of First Defiance and United Community referred to above, was based on numerous variables and assumptions that are inherently uncertain (including, without limitation, factors related to general economic and competitive conditions) and, accordingly, actual results could vary significantly from those set forth in all of such information. KBW assumed, based on discussions with the respective managements of First Defiance and United Community and with the consent of the First Defiance board of directors, that all such information provided a reasonable basis upon which KBW could form its opinion and KBW expressed no view as to any such information or the assumptions or bases therefor. KBW relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof.

KBW also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either First Defiance or United Community since the date of the last financial statements of each such entity that were made available to KBW and that KBW was directed to use. KBW is not an expert in the independent verification of the adequacy of allowances for loan and lease losses and KBW assumed, without independent verification and with First Defiance’s consent, that the aggregate allowances for loan and lease losses for each of First Defiance and United Community are adequate to cover such losses. In rendering its opinion, KBW did not make or obtain any evaluations or appraisals or physical inspection of the property, assets or liabilities (contingent or otherwise) of First Defiance or United Community, the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor did KBW examine any individual loan or credit files, nor did it evaluate the solvency, financial capability or fair value of First Defiance or United Community under any state or federal laws, including those relating to bankruptcy, insolvency or other matters. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Because such estimates are inherently subject to uncertainty, KBW assumed no responsibility or liability for their accuracy.

KBW assumed, in all respects material to its analyses:

KBW assumed that the merger would be consummated in a manner that complied with the applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and all other applicable federal and state statutes, rules and regulations. KBW was further advised by representatives of First Defiance that First Defiance relied upon advice from its advisors (other than KBW) or other appropriate sources as to all legal, financial reporting, tax, accounting and regulatory matters with respect to First Defiance, United Community, the merger and any related transaction (including the bank merger), and the merger agreement. KBW did not provide advice with respect to any such matters.

KBW’s opinion addressed only the fairness, from a financial point of view, as of the date of such opinion, of the exchange ratio in the merger to First Defiance. KBW expressed no view or opinion as to any other terms or aspects of the merger or any term or aspect of any related transaction (including the bank merger), including without limitation, the form or structure of the merger or any such related transaction, any consequences of the merger to First Defiance, its shareholders, creditors or otherwise, or any terms, aspects, merits or implications of any employment, retention, consulting, voting, support, cooperation, shareholder or other agreements, arrangements or understandings contemplated or entered into in connection with the merger, any such related transaction, or otherwise. KBW’s opinion was necessarily based upon conditions as they existed and could be evaluated on the date of such opinion and the information made available to KBW through such date. Developments subsequent to the date of KBW’s opinion may have affected, and may affect, the conclusion reached in KBW’s opinion and KBW did not and does not have an obligation to update, revise or reaffirm its opinion. KBW’s opinion did not address, and KBW expressed no view or opinion with respect to:

In performing its analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KBW, First Defiance and United Community. Any estimates contained in the analyses performed by KBW are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, the KBW opinion was among several factors taken into consideration by the First Defiance board of directors in making its determination to approve the merger agreement and the merger. Consequently, the analyses described below should not be viewed as determinative of the decision of the First Defiance board of directors with respect to the fairness of the exchange ratio. The type and amount of consideration payable in the merger were determined through negotiation between First Defiance and United Community and the decision of First Defiance to enter into the merger agreement was solely that of the First Defiance board of directors.

The following is a summary of the material financial analyses presented by KBW to the First Defiance board of directors in connection with its opinion. The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by KBW to the First Defiance board of directors, but summarizes the material analyses performed and presented in connection with such opinion. The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex analytic process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, KBW believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.

For purposes of the financial analyses described below, KBW utilized an implied transaction value for the proposed merger of $9.78 per outstanding share of United Community common stock, or $473.3 million in the aggregate (inclusive of the implied value of United Community performance stock units andin-the-money United Community stock options), based on the 0.3715x exchange ratio in the proposed merger and the closing price of First Defiance common stock on September 6, 2019. In addition to the financial analyses described below, KBW reviewed with the First Defiance board of directors for informational purposes, among other things, an implied transaction multiple for the proposed merger (based on the implied transaction value for the merger of $9.78 per outstanding share of United Community common stock) of 11.8x United Community’s estimated calendar year 2019 earnings per share (“EPS”) and 11.0x United Community’s estimated calendar year 2020 EPS using the publicly available calendar year 2019 and calendar year 2020 net income consensus “street estimates” for United Community and a diluted United Community share count provided by United Community management.

First Defiance and United Community Selected Companies Analysis

Using publicly available information, KBW compared the financial performance, financial condition and market performance of First Defiance and United Community to 16 selected major exchange-traded (defined as

the NASDAQ, New York Stock Exchange and NYSE American) banks that were headquartered in the Midwest with total assets between $2.0 billion and $4.0 billion. Merger targets and internet banks were excluded from the selected companies.

The selected companies were as follows:

To perform this analysis, KBW used profitability and other financial information for the latest 12 months (“LTM”) or most recent completed fiscal quarter (“MRQ”) available (which were the periods ended June 30, 2019) or as of the end of such periods (which was June 30, 2019) and market price information as of September 6, 2019. KBW also used EPS estimates taken from consensus “street estimates” for First Defiance, United Community and the selected companies. Where consolidated holding company level financial data for First Defiance, United Community and the selected companies was unreported, subsidiary bank level data was utilized to calculate ratios. Certain financial data prepared by KBW, as referenced in the tables presented below, may not correspond to the data presented in First Defiance’s or United Community’s historical financial statements, or the data prepared by Sandler O’Neill presented under the section “The Merger—Opinion of United Community’s Financial Advisor,” as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.

KBW’s analysis showed the following concerning the financial performance of First Defiance, United Community and the selected companies:

KBW’s analysis also showed the following concerning the financial condition of First Defiance, United Community and the selected companies:

In addition, KBW’s analysis showed the following concerning the market performance of First Defiance, United Community and the selected companies:

No company used as a comparison in the above selected companies analysis is identical to First Defiance or United Community. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Selected Transactions Analysis

KBW reviewed publicly available information related to 17 selected U.S. whole bank andnon-mutual thrift transactions announced since June 30, 2015 with announced deal values between $100 million and $2.0 billion and where the accounting target’s shareholders were to own at least 35% of the pro forma entity. Terminated transactions were excluded from the selected transactions. The selected transactions were as follows:

For each selected transaction, KBW derived the following implied transaction statistics, in each case based on the transaction consideration value paid for the acquired company and using financial data based on the acquired company’s then latest publicly available financial statements prior to the announcement of the acquisition:

KBW also reviewed the price per share paid for the acquired company for the 15 selected transactions in which the acquired company was publicly traded as a premium/discount to the closing price of the acquired company one day prior to the announcement of the respective transaction (expressed as a percentage and referred to as theone-day market premium). The above transaction statistics for the selected transactions were compared with the corresponding transaction statistics for the proposed merger based on the implied transaction value for the proposed merger of $9.78 per share of United Community common stock, or $473.3 million in the aggregate, and using historical financial information for United Community as of or for the 12 months ended June 30, 2019, the estimated calendar year 2019 EPS for United Community (calculated using the calendar year 2019 net income consensus “street estimate” and a diluted United Community share count provided by United Community management) and the closing price of United Community common stock on September 6, 2019.

The results of the analysis are set forth in the following table (excluding the impact of the LTM EPS multiples for two of the selected transactions and the current calendar year estimated EPS multiple for one of the selected transactions, which multiples were not considered meaningful because they were greater than 40.0x):

No target company or transaction used as a comparison in the above selected transaction analysis is identical to United Community or the proposed merger. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Relative Contribution Analysis

KBW analyzed the relative standalone contribution of First Defiance and United Community to various pro forma balance sheet and income statement items. This analysis did not include purchase accounting adjustments or cost savings. To perform this analysis, KBW used (i) historical balance sheet data for First Defiance and United Community as of or for the 12 months ended June 30, 2019, and (ii) publicly available consensus “street estimates” of First Defiance and United Community. The results of KBW’s analysis are set forth in the following table, which also compares the results of KBW’s analysis with the implied pro forma ownership percentages of First Defiance and United Community shareholders in the pro forma combined entity based on the 0.3715x exchange ratio in the proposed merger:

Pro Forma Financial Impact Analysis

KBW performed a pro forma financial impact analysis that combined projected income statement and balance sheet information of First Defiance and United Community. Using (i) closing balance sheet estimates as of December 31, 2019 for First Defiance and United Community taken from publicly available consensus “street estimates” of First Defiance and United Community, (ii) publicly available consensus net income “street estimates” of First Defiance and United Community and assumed First Defiance and United Community long-term net income growth rates provided by First Defiance management and United Community management,

respectively, and (iii) pro forma assumptions (including, without limitation, the cost savings and related expenses expected to result from the merger, certain accounting adjustments and restructuring charges) provided by First Defiance management, KBW analyzed the estimated financial impact of the merger on certain projected financial results. This analysis indicated that the merger could be accretive to First Defiance’s estimated EPS in 2020 and 2021 and dilutive to First Defiance’s estimated tangible book value per share at closing as of December 31, 2019. Furthermore, the analysis indicated that, pro forma for the merger, each of First Defiance’s tangible common equity to tangible assets ratio, leverage ratio, and total risk-based capital ratio at closing as of December 31, 2019 could be lower and each of First Defiance’s Common Equity Tier 1 Ratio and Tier 1 Capital Ratio at closing as of December 31, 2019 could be higher. For all of the above analysis, the actual results achieved by First Defiance following the merger may vary from the projected results, and the variations may be material.

First Defiance Discounted Cash Flow Analysis

KBW performed a discounted cash flow analysis to estimate a range for the implied equity value of First Defiance. In this analysis, KBW used publicly available consensus “street estimates” of First Defiance and assumed long term growth rates for First Defiance provided by First Defiance management, and KBW assumed discount rates ranging from 8.0% to 12.0%. The range of values was derived by adding (i) the present value of the estimated excess cash flows that First Defiance could generate over the five year period from December 31, 2019 through December 31, 2024 as a standalone company and (ii) the present value of First Defiance’s implied terminal value at the end of such period. KBW assumed that First Defiance would maintain a tangible common equity to tangible assets ratio of 8.0% and would retain sufficient earnings to maintain that level. In calculating the terminal value of First Defiance, KBW applied a range of 9.0x to 13.0x First Defiance’s estimated 2025 earnings. This discounted cash flow analysis resulted in a range of implied values per share of First Defiance common stock of $25.84 per share to $38.66 per share.

The discounted cash flow analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, dividend payout rates and discount rates. The analysis did not purport to be indicative of the actual values or expected values of First Defiance.

United Community Discounted Cash Flow Analysis

KBW performed a discounted cash flow analysis to estimate a range for the implied equity value of United Community. In this analysis, KBW used publicly available consensus “street estimates” of United Community and assumed long term growth rates for United Community provided by United Community management, and KBW assumed discount rates ranging from 8.0% to 12.0%. The range of values was derived by adding (i) the present value of the estimated excess cash flows that United Community could generate over the five year period from December 31, 2019 through December 31, 2024 as a standalone company, and (ii) the present value of United Community’s implied terminal value at the end of such period. KBW assumed that United Community would maintain a tangible common equity to tangible assets ratio of 8.0% and would retain sufficient earnings to maintain that level. In calculating the terminal value of United Community, KBW applied a range of 9.0x to 13.0x United Community’s estimated 2025 earnings. This discounted cash flow analysis resulted in a range of implied values per share of United Community common stock of $10.10 to $14.99.

The discounted cash flow analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, dividend payout rates, and discount rates. The analysis did not purport to be indicative of the actual values or expected values of United Community.

Pro Forma Combined Discounted Cash Flow Analysis

KBW performed a discounted cash flow analysis to estimate an illustrative range for the implied equity value of the pro forma combined entity, taking into account the cost savings and related expenses expected to

result from the merger as well as certain accounting adjustments and restructuring charges assumed with respect thereto. In this analysis, KBW used publicly available consensus “street estimates” of First Defiance and United Community and assumed First Defiance and United Community long-term growth rates provided by First Defiance management and United Community management, respectively, and estimated cost savings and related expenses and accounting adjustments and restructuring charges provided by First Defiance management, and KBW assumed discount rates ranging from 8.0% to 12.0%. The range of values was derived by adding (i) the present value of the estimated excess cash flows that the pro forma combined entity could generate over the 5 year period from December 31, 2019 through December 31, 2024 and (ii) the present value of the pro forma combined entity’s implied terminal value at the end of such period, in each case applying estimated cost savings and related expenses and accounting adjustments and restructuring charges. KBW assumed that the pro forma combined entity would maintain a tangible common equity to tangible assets ratio of 8.00% and would retain sufficient earnings to maintain that level. In calculating the terminal value of the pro forma combined entity, KBW applied a range of 9.0x to 13.0x the pro forma combined entity’s estimated 2025 earnings. This discounted cash flow analysis resulted in an illustrative range of implied values per share of the pro forma combined entity’s common stock of $28.69 to $43.09.

The discounted cash flow analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, dividend payout rates, and discount rates. The above analysis did not purport to be indicative of the actual values or expected values of the pro forma combined entity.

Miscellaneous

KBW acted as financial advisor to First Defiance in connection with the proposed merger and did not act as an advisor to or agent of any other person. As part of its investment banking business, KBW is continually engaged in the valuation of bank and bank holding company securities in connection with acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for various other purposes. As specialists in the securities of banking companies, KBW has experience in, and knowledge of, the valuation of banking enterprises. Further to certain existing sales and trading relationships of certain KBW broker-dealer affiliates with United Community, and otherwise in the ordinary course of KBW and its affiliates’ broker-dealer businesses, KBW and its affiliates may from time to time purchase securities from, and sell securities to, First Defiance and United Community. In addition, as a market maker in securities, KBW and its affiliates may from time to time have a long or short position in, and buy or sell, debt or equity securities of First Defiance or United Community for its and their own respective accounts and for the accounts of its and their respective customers and clients. KBW employees may also from time to time maintain individual positions in First Defiance common stock. As First Defiance was informed by KBW prior to the date of KBW’s opinion, such positions include an individual position in shares of First Defiance common stock held by a senior member of the KBW advisory team providing services to First Defiance in connection with the proposed merger.

Pursuant to the KBW engagement agreement, First Defiance has agreed to pay KBW a total cash fee equal to 0.75% of the aggregate merger consideration, $250,000 of which became payable to KBW with the rendering of KBW’s opinion and the balance of which is contingent upon the consummation of the merger. First Defiance also has agreed to reimburse KBW for reasonableout-of-pocket expenses and disbursements incurred in connection with its engagement and to indemnify KBW against certain liabilities relating to or arising out of KBW’s engagement or KBW’s role in connection therewith. Other than in connection with the present engagement, in the two years preceding the date of KBW’s opinion, KBW did not provide investment banking and financial advisory services to First Defiance. In the two years preceding the date of KBW’s opinion, KBW did not provide investment banking and financial advisory services to United Community. KBW may in the future provide investment banking and financial advisory services to First Defiance or United Community and receive compensation for such services.

United Community’s Reasons for the Merger; Board Recommendation

In reaching its decision to adopt and approve the merger agreement, the other transaction agreements and the transactions contemplated thereby, including the merger, and to recommend that its shareholders adopt the merger agreement, the United Community board of directors evaluated the merger in consultation with the United Community management, as well as United Community’s financial and legal advisors, and considered a number of factors, including the following material factors:

In considering the recommendation of the United Community board, you should be aware that certain directors and executive officers of United Community may have interests in the merger that are different from, or in addition to, interests of shareholders of United Community generally and may create potential conflicts of interest. The United Community board was aware of these interests and considered them when evaluating and negotiating the merger agreement, the merger and the other transactions contemplated by the merger agreement,

and in recommending to United Community’s shareholders that they vote in favor of the merger proposal. See “The Merger—Interests of United Community Directors and Executive Officers in the Merger”.

This discussion of the information and factors considered by the United Community board includes the material factors considered by the United Community board, but it is not intended to be exhaustive and may not include all the factors considered by the United Community board. In view of the wide variety of factors considered, and the complexity of these matters, the United Community board did not quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to adopt and approve the merger agreement, the other transaction agreements and the transactions contemplated thereby, including the merger, and to recommend that its shareholders adopt the merger agreement. Rather, the United Community board viewed its position and recommendation as being based on the totality of the information presented to and factors considered by it, including discussions with, and questioning of, United Community’s management and its financial and legal advisors. In addition, individual members of the United Community board may have given differing weights to different factors. It should be noted that this explanation of the reasoning of the United Community board and certain information presented in this section is forward-looking in nature and, therefore, that information should be read in light of the factors discussed in the section entitled “Forward-Looking Statements”.

For the reasons set forth above, the United Community board of directors unanimously recommends that the United Community shareholders vote “FOR” the United Community merger proposal.

Opinion of United Community’s Financial Advisor

United Community retained Sandler O’Neill to act as financial advisor to its board of directors in connection with United Community’s consideration of a possible business combination with First Defiance. United Community selected Sandler O’Neill to act as its financial advisor because Sandler O’Neill is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, Sandler O’Neill is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

Sandler O’Neill acted as financial advisor to United Community’s board of directors in connection with the proposed merger and participated in certain of the negotiations leading to the execution of the merger agreement. At the September 8, 2019 meeting at which United Community’s board of directors considered the merger and the merger agreement, Sandler O’Neill delivered to the board of directors its oral opinion, which was subsequently confirmed in writing on September 8, 2019 to the effect that, as of such date, the exchange ratio was fair to the holders of United Community’s common stock from a financial point of view.The full text of Sandler O’Neill’s opinion is attached asAnnex C to this joint proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Sandler O’Neill in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of United Community common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

Sandler O’Neill’s opinion was directed to the board of directors of United Community in connection with its consideration of the merger and the merger agreement and does not constitute a recommendation to any shareholder of United Community as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the approval of the merger and the merger agreement. Sandler O’Neill’s opinion was directed only to the fairness, from a financial point of view, of the exchange ratio to the holders of United Community common stock and did not address the underlying business decision of United Community to engage in the merger, the form or structure of the merger or any other transactions contemplated in the merger agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies that might exist for United Community or the effect of any other transaction in which United

Community might engage. Sandler O’Neill also did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by any officer, director or employee of United Community or First Defiance, or any class of such persons, if any, relative to the compensation to be received in the merger by any other shareholder. Sandler O’Neill’s opinion was approved by Sandler O’Neill’s fairness opinion committee.

In connection with its opinion, Sandler O’Neill reviewed and considered, among other things: