This Proxy Statement is being furnished to shareholders of Premier Financial Corp. (“Premier,” “PFC,” the “Company,” “we,” “us,” or “our”). Our Board of Directors (the “Board”) is soliciting proxies to be used at our 20222023 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on April 26, 2022,25, 2023, at 1:30 p.m., Eastern Time, and at any adjournment thereof, for the purposes set forth in the Notice of Annual Meeting of Shareholders.

The Proxy Statement and related materials were first made available to shareholders of Premier on or about March 13, 2023 and we expect to begin mailing these proxy materials to the shareholders of Premier on or about March 16, 2023.

ANNUAL MEETING INFORMATION

What matters will be voted on at the Annual Meeting?

The Annual Meeting will be held for the following purposes and you are being asked to vote on:

Why did you receive a Notice of Internet Availability of Proxy Materials instead of paper copies of the proxy materials?

The SEC notice and access rule allows us to furnish our proxy materials over the internet to our shareholders instead of mailing paper copies of those materials to each shareholder. As a result, on or around March 16, 2023 we sent to most of our shareholders, by mail or e-mail, a notice containing instructions on how to access our proxy materials over the internet and vote online. This notice is not a proxy card and cannot be used to vote your shares. If you received only a notice this year, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the notice or on the website referred to on the notice at no charge. You should request materials before April 11, 2023 in order to reasonably expect to receive them prior to the Annual Meeting.

We provided some of our shareholders, including shareholders who have previously asked to receive paper copies of the proxy materials, with paper copies of the proxy materials instead of a notice that the materials are electronically available over the internet.

How to attend the Annual Meeting?

The Annual Meeting will be an entirely virtual meeting. That means you can attend the Annual Meeting online, vote your shares electronically, and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/PFC2022. Be surePFC2023. You do not need to have your 12-Digit Control Number to enter the Annual Meeting. The Proxy Statement and related materials were first made available to shareholders of Premier on or about March 10, 2022 and we expect to begin mailing these proxy materials to the shareholders of Premier on or about March 17, 2022.

A summary of the information you need to attend the Annual Meeting online is provided below:

How to revoke your proxy?

You may revoke your proxy at any time before it is exercised by (1) filing written notice of revocation to be received prior to voting at the Annual Meeting with our Secretary, Shannon M. Kuhl, at 601 Clinton275 West Federal Street, Defiance,Youngstown, Ohio 43512;44503; (2) submitting a valid proxy bearing a later date that is received prior to voting at the Annual Meeting; or (3) attending the Annual Meeting online and giving notice of revocation to the Secretary prior to voting your shares at the Annual Meeting. Attending the Annual Meeting will not, by itself, revoke a previously given proxy.

The proxies we are soliciting will only be exercised at the Annual Meeting and any adjournment thereof and will not be used for any other meeting.

Who is soliciting your proxy?

Premier Financial Corp. will pay the costs of this proxy solicitation, including the standard charges and expenses of brokerage houses, voting trustees, banks, associations and other custodians, nominees and fiduciaries who are record holders of shares not beneficially owned by them, for forwarding the proxy materials to, and obtaining proxies from, the beneficial owners of our shareholders of record at the close of business on February 28, 2022 (the “Voting Record Date”) are entitled to notice of, and to vote at, the Annual Meeting. On the Voting Record Date, there were 35,816,534 common shares issued and outstanding. We have no other class of equity securities outstanding that are entitled to vote at the Annual Meeting. The presence, either in personIn addition to solicitations by mail, our directors, officers and employees may solicit proxies personally or by proxy, of at least a majority of our outstanding shares entitled to vote is necessary to constitute a quorum at the Annual Meeting. Abstentionstelephone without additional compensation for such solicitations.

What proposals are being voted on and broker non-voteshow many votes are counted in determining the presence of a quorum.

Majority Vote Policy. Our Articles of Incorporation do not permit shareholders to cumulate votesCorporate Governance Guidelines provide that in the circumstance of an uncontested director election, of directors. Abstentions and broker non-votes willwhich is the case for this year’s directors’ election, any director who does not affect the plurality vote required to elect directors. The Board of Directors recommends that you vote for each nominee for director.

Environmental

We believe that the protection of the environment is an important part of our responsibility as a banking institution, and we are committed to doing our part to ensure a sustainable future. In 2022, we decided to use renewable electricity and carbon-neutral natural gas to power all of our locations. Additionally, we use LED bulbs for all lighting replacement in our facilities.

CORPORATE GOVERNANCE

Governance Highlights

We believe that sound and effectiveprinciples of corporate governance practices. Certain aspectsare the hallmark of these practices, including the leadership structurelong-term growth and profitability. Our governance policies are designed to promote independent and diverse consideration of our Boardbusiness and risk management strategies, with the Board’s role in risk oversight,goal of achieving robust returns for our shareholders. More information about our corporate governance programs is available on our website at http://www.premierfincorp.com under the Board’s committees,link “Governance Documents” where you can find copies of our Corporate Governance Guidelines, Code of Ethics, policy,and the charters for our stock ownership guidelinesBoard committees.

Director Independence

Our Corporate Governance Guidelines require that at least a majority of the members of the Board qualify as independent directors under applicable rules, including the independence standards of The Nasdaq Stock Market LLC (“Nasdaq”). Each year the Board, with the assistance of the Governance and Nominating Committee, assesses the independence of all directors and executive officers,nominees with these standards and our director and executive compensation programs are discussedalso in terms of whether these individuals have any relationships with the sections below. We believeCompany or others that could impact the diversityexercise of our directors has significantly enhanced the effectiveness of our Board. This topic is discussed in greater detail under “Board Diversity” below.

Directors Hileman and Small are not considered independent due to their current employment status with the Company.

Board Leadership Structure

In accordance with our Code of Regulations, the Board elects both our Chair of the Board (sometimes referred to as the “Chair”) and our Chief Executive Officer (sometimes referred to as the “CEO”), and these positions are to be separate and held by different individuals. In the event the Chair is not an independent director, our Corporate Governance Guidelines require that terma “Lead Independent Director” be designated.

Mr. Hileman was appointed Executive Chair of the Board effective April 1, 2021. Mr. Schiraldi currently serves as Vice Chair of the Board and Lead Independent Director, and is defined in Nasdaq Listing Rule 5605(a)(2): Marty E. Adams, Zahid Afzal, Louis M. Altman, Terri A. Bettinger, John L. Bookmyer, Lee Burdman, Jean A. Hubbard, Nikki R. Lanier, Charles D. Niehaus, Mark A. Robison, Richard J.an ex-officio member of every Board committee of which he is not assigned as a member. In this ex-officio capacity, Mr. Schiraldi and Samuel S. Strausbaugh.

The Board believes its effectiveness is enhanced by being comprised of individuals with diverse backgrounds, skills and experience that are relevant to the role of the Board and the needs of our business, as well as diversity with respect to gender and ethnicity. Although the Governance and Nominating Committee does not have a formal diversity policy in place, it seeks to promote a diverse set of viewpoints and business experience in the Board’s membership.

On August 6, 2021, the SEC approved amendments to the Listing Rules of the Nasdaq Stock Marketlisting rules related to board diversity. New Listing Rule 5605(f) (the “Diverse Board Representation Rule”) requires each Nasdaq-listed company, subject to certain exceptions, to (1) have at least one director who self-identifies as female, and (2) have at least one director who self-identifies as Black or African American, Hispanic or Latinx, Asian, Native American or Alaskan Native, Native Hawaiian or Pacific Islander, two or more races or ethnicities, or as LGBTQ+, or (3) explain why the company does not have at least two directors on its board who self-identify in the categories listed above. While full compliance with the Diverse Board Representation Rule does not take effect until 2025, we currently satisfy this rule with three female directors, one director who self-identifies as Asian, and one director who self-identifies as Black or African American. In addition, new Listing Rule 5606, otherwise known as the “Board Diversity Disclosure Rule,” requires each Nasdaq-listed company, subject to certain exceptions, to provide statistical information about its board of directors, in a uniform format, related toInformation concerning each director’s self-identified gender, race, and self-identification as LGBTQ+. This information is provided in the section entitled “Our Director Nominees and Continuing Directors” on page 319.

Assessing our Board believesand Director Effectiveness

Our Board and its effectiveness is enhanced by being comprised of individuals with diverse backgrounds, skillscommittees regularly evaluate and experience that are relevant todiscuss the roleperformance and effectiveness of the Board and each committee. In addition, our Board performs individual and peer evaluations from time to time to delineate the needsskills of our business, as well as diversityeach director and provide directors with respecta confidential forum to genderassess and ethnicity. Althoughprovide candid feedback regarding their own performance and the performance of fellow directors. The Board and its committees use the results of these evaluations to identify opportunities to enhance performance. These assessments and evaluations are also considered by the Governance and Nominating Committee does not havewhen considering the qualifications of nominees, including incumbent nominees. 

Qualifications of Director Nominees and Nominating Procedures

The Governance and Nominating Committee is tasked with evaluating nominees for election, including incumbent directors seeking reelection, and recommending nominees to the Board which in turn recommends the nominees for approval by our shareholders or appoints the nominee to the Board when a formal diversity policy in place, it seeksvacancy exists. In conducting its evaluation, the Governance and Nominating Committee reviews the composition of the Board to promoteassure that the appropriate knowledge, skills and experience are represented. The Committee considers whether a nominee meets applicable independence standards, possesses high personal and professional ethics and integrity, has the ability to devote sufficient time to fulfilling the duties of a director, is able to read and understand basic financial statements, and will contribute diverse set of viewpoints and businessexperience to the Board. Additional factors considered may include the individual’s overall experience in business and education and the Board’s membership.

In accordance with ouraddition to the stated process and criteria for evaluating nominees for director positions, there are certain obligations resulting from the merger of United Community Financial Corp. (“UCFC”) into Premier in January 2020 (the “Merger”) that will continue until April 1, 2023. Pursuant to the Merger Agreement, Premier’s Code of Regulations was amended and restated to provide that the Board elects both our chairmanwould consist of 13 directors: (1) Mr. Hileman, Mr. Bookmyer, and five other persons who served as directors of Premier or Premier Bank immediately prior to the Merger (the “Premier related directors”) and (2) Mr. Small, Mr. Schiraldi, and four other persons who served as directors of UCFC or Home Savings Bank immediately prior to the Merger (the “UCFC related directors”). If, prior to April 1, 2023, any of the initial Premier related directors or UCFC related directors ceases to serve as a director for any reason or does not stand for reelection, the vacancy will be filled by the Board (sometimes referredwith an individual selected by the UCFC related directors (if such director was a UCFC related director) or the Premier related directors (if such director was a Premier related director) in good faith in a manner intended to aspreserve the “Chairman”)principles of representation agreed upon in the Merger, provided that such individual is reasonably agreeable to the Governance and Nominating Committee in accordance with the good faith execution of its duties.

Our Governance and Nominating Committee engages in searches for new directors to fill vacancies or to round out the experience and viewpoints on the Board. Our shareholders may also make nominations for candidates for director to the Governance and Nominating Committee, provided that notice of such nomination is given in writing to our Chief Executive Officer (sometimes referredSecretary not less than 60 days prior to as the “CEO”),anniversary date of the immediately preceding annual meeting of shareholders. The shareholder making the nomination must promptly provide any information reasonably requested by the Governance and these positions areNominating Committee.

No director nominations were received from shareholders for the election of directors at the Annual Meeting.

Majority Vote Policy

A plurality of votes cast is required for the election of directors. However, under revisions to our Corporate Governance Guidelines adopted by the Board in July 2022, any nominee for director in an uncontested election who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election, will tender his or her resignation to the Board promptly following the certification of the election results. An election will be deemed “uncontested” if the number of nominees for director does not exceed the number of directors to be separateelected.

The Board, acting on the recommendation of the Governance and held by different individuals. InNominating Committee, will decide whether to accept or reject the eventtendered resignation within 90 days of the Chairman is notcertification of the election results. The Governance and Nominating Committee in making its recommendation, and the Board in making its decision, may each consider any factors or other information that it considers relevant. The Board will promptly, publicly disclose its decision whether to accept or reject the tendered resignation and, if rejected, will include an independent director, it isexplanation of the Board’s reasons for its rejection of the resignation.

Any director who tenders his or her resignation pursuant to this policy will not participate in the Governance and Nominating Committee’s recommendation or in the Board action regarding the resignation. However, if a majority of the members of the Governance and Nominating Committee are required to designate from amongtender resignations in accordance with the majority vote policy, then the independent directors on the Governance and Nominating Committee who are not required to tender resignations will consider the resignations. If a “Lead Independent Director.”

The Board’s function of overseeing risk is handled primarily by the Board’s Risk Committee. The Chief Risk Officer works with management as well as internal and external auditors to determine and evaluate significant risks that we may be taking and communicates those findings directly to the Risk Committee. The

Our Board has the legal responsibility for overseeing our affairs and, thus, an obligation to keep informed about our business and strategies. This involvement enables the Board to provide guidance to management in formulating and developing plans and to exercise independently its decision-making authority on matters of importance to us. Acting as a full Board and through its standing committees, the Board is fully involved in our strategic planning process.

Each year, typically in September, senior management and the Board hold an extended meeting to focus on corporate strategy. This session involves presentations from management and input from the directors regarding the assumptions, priorities and strategies that will form the basis for management’s operating plan and strategy for the coming year. At subsequent meetings, the Board continues to review our progress against the strategic plan and to exercise oversight and decision-making authority regarding strategic areas of importance and revise the strategic plan, as necessary. The role the Board plays is inextricably linked to the development and review of our strategic plan. Through these procedures, the Board, consistent with good corporate governance practices, encourages our long-term success by exercising sound and independent business judgment on the strategic issues that are important to our business.

Our Board holds regular meetings each quarter, while Premier Bank’s Board of Directors meets twice each quarter. Special meetings of the boards are held from time to time, as needed. There were tennine meetings of the Board of Directors of Premier and 12 meetings of the Board of Directors of Premier Bank held during 2021.2022. The independent directors of Premier also met twice in 2022, in addition to the full Board meetings.meetings and regular executive sessions of the Board. All of our directors attended at least 80%75% of the total number of meetings of the full Board of Directors of Premier and all independent directors attended both of the independent director meetings.Board. All directors that serve on a committee of the Board attended at least 75% of the total number of meetings of each such committee.

Neither the Board nor the Corporate Governance Committee has implemented a formal policy regarding director attendance at our annual shareholder meetings. In 2021, all of our then-incumbent directors attended the annual meeting.

Non-management directors met sixeight times in executive session in 20212022 in addition to the two independent director meetings described above.

Premier provides robust onboarding for new directors and ongoing education and training opportunities for all Board has five standing committees: Audit, Compensation, Governance and Nominating, Risk and Executive. Charters for each of these committees, with the exception of the Executive Committee, are postedmembers on our website at http://www.premierfincorp.com under the link “Governance Documents.”

Any shareholder wishing to do so may write to the Board at our principal business address—601 Clinton St., Defiance, Ohio 43512. Any shareholder communication so addressed will be delivered unopened to the director or a member of the group of directors to whom it is addressed, or to the ChairmanChair if addressed to the Board.

The Board has adopted Corporate Governance Guidelines as a framework to assist the Board in exercising its responsibilities. These Guidelines address expectations of the Board in performing its duties and reflect its ongoing efforts to enhance its effectiveness and corporate governance. These Guidelines will be periodically reviewed and modified as deemed appropriate by the Board. The Guidelines can be found on the Company’s website at http://www.premierfincorp.com under the link “Governance Documents.”.

Compensation-Related Governance

Information concerning additional governance policies and procedures relating to our compensation of executive officers, are prohibited from engagingincluding our share ownership guidelines, anti-hedging policy and clawback policy, may be found in transactions that could reduce the extent to which their investment in Company common stock or equity compensation is alignedsection titled “Compensation Related Governance and Policies” beginning on page 41.

Board Committees

The Board has five standing committees: Audit, Compensation, Governance and Nominating, Risk, and Executive. Charters for each of these committees, with the interestsexception of shareholders. Directorsthe Executive Committee, are posted on our website at www.premierfincorp.com. Each committee reviews and executive officers are prohibited from entering into speculative transactions involving sharesassesses its charter each year, with the Governance and Nominating Committee reviewing all committee charters before recommending them to the full Board for approval. Each of Corporation common stockour board committees functions as a joint committee on behalf of both Premier and shall not engage in any hedging transactions, short sales, puts, calls, swaps, forward contracts, or other derivative securities involving sharesPremier Bank.

Name	Independent	Audit	Compensation	Executive	Governance & Nominating	Risk
Director Nominees
Lee Burdman
Jean A. Hubbard
Charles D. Niehaus						Chair
Mark A. Robison
Richard J. Schiraldi					Chair
Continuing Directors
Marty E. Adams			Chair
Donald P. Hileman				Chair
Nikki R. Lanier
Gary M. Small
Samuel S. Strausbaugh		Chair
Zahid Afzal
Louis M. Altman
Terri A. Bettinger
John L. Bookmyer

Audit Committee

The Audit Committee is established to oversee all material aspects of the Company’s common stock.accounting and financial reporting processes and the audits of the financial statements of the Company. The Committee focuses on the qualitative aspects of financial reporting to shareholders and on the Company processes for the management of business/financial risk and for compliance with applicable legal, ethical, and regulatory requirements. The Audit Committee is responsible for:

The Board has determined that Directors Bookmyer, Robison, Schiraldi, and Strausbaugh each have the attributes listed in the definition of “audit committee financial expert” set forth in Item 407(d)(5)(ii) of Regulation S-K and in the Nasdaq listing rules. The Board has further determined that all members of the Audit Committee are “independent” for purposes of Nasdaq listing rules and meet Nasdaq standards for financial sophistication.

Compensation Committee

The Compensation Committee is responsible for approving the compensation to our executive officers and overseeing our compensation programs and benefit plans. The Committee is also responsible for:

The Board has determined that all of the Compensation Committee members are considered “independent” for purposes of the Nasdaq listing rules, are “non-employee directors” for purposes of Rule 16b-3 of the Exchange Act, and are “outside directors” under of Section 162(m) of the Internal Revenue Code. The Committee regularly uses the services of an independent executive compensation consulting firm to fulfill its responsibilities for evaluating and establishing the compensation program for the Company’s executive officers and directors.

Governance and Nominating Committee

The Governance and Nominating Committee is responsible for ensuring that the Board is appropriately constituted and for developing and overseeing the Company’s corporate governance policies and guidelines. The Committee is responsible for: