PFC Premier Financial

Filed: 19 Feb 20, 5:20pm





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 18, 2020




(Exact name of registrant as specified in its charter)




Ohio 0-26850 34-1803915

(State or other jurisdiction

of incorporation)



File No.)


(IRS Employer

I.D. No.)

601 Clinton Street, Defiance, Ohio 43512

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (419) 782-5015

Not Applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12)


Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))


Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common Stock, Par Value $0.01 Per Share FDEF The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 7.01

Regulation FD Disclosure.

The Board of Directors of First Defiance Financial Corp. (“FDEF”) has authorized an increase to its current share repurchase program by an additional 500,000 shares, for a total amount of 1,000,000 of FDEF’s common shares that may be repurchased, or approximately 2.6% of FDEF’s currently issued and outstanding common shares. Repurchases will be made periodically depending on market conditions and other factors. Repurchases may be made in the open market, through block trades pursuant to any trading plan that may be adopted in accordance with Rule10b5-1 of the Securities Exchange Commission or otherwise, and in privately negotiated transactions. The repurchased shares will be held as treasury stock and will be available for general corporate purposes. The exact number of shares to be repurchased by FDEF is not guaranteed.Depending on market conditions and other factors, these repurchases may be commenced or suspended at any time or periodically without prior notice.




Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


By: /s/ Donald P. Hileman
 Donald P. Hileman
 Chief Executive Officer

Date: February 19, 2020