First Acceptance : Proxy Statement

FIRST ACCEPTANCE CORPORATION

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 3, 2022

To our Stockholders:

The 2022 annual meeting of stockholders of First Acceptance Corporation will be held Tuesday, May 3, 2022, at 10:00 a.m., Central Time. It is our intention to hold the meeting in a virtual format to provide a safe experience for our stockholders and employees.

Information regarding the instructions about participating in the virtual meeting can be obtained by contacting Investor Relations by email through an information request at https://acceptanceinsurance..com/investor- relations or by phone at 1-800-321-0899. At the meeting, stockholders will vote on the following matters:

1. Election of the seven directors set forth in this proxy statement to serve until the next annual meeting of stockholders or until their respective successors are duly elected and qualified;
2. Approval of an increase in the number of shares authorized for issuance pursuant to the First Acceptance Corporation Employee Stock Purchase Plan;
3. Ratification of the appointment of Crowe LLP as our independent registered public accounting firm for 2022; and
4. Any other matters that may properly come before the meeting and any adjournments or postponements of the meeting.

Stockholders of record at the close of business on March 16, 2022 are entitled to notice of and to vote at the

meeting.

Your vote is important. Please COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD as promptly as possible in the enclosed envelope in order that as many shares as possible will be represented.

By Order of the Board of Directors,

Michael J. Bodayle

Secretary

Nashville, Tennessee

March 23, 2022

Important Notice regarding the Availability of Proxy Materials

for the 2022 Annual Meeting of Stockholders to be held on May 3, 2022

First Acceptance Corporation's Annual Report for the year ended December 31, 2021 Proxy Statement and

Proxy Card are available at

https://acceptanceinsurance.com /proxy-online

FIRST ACCEPTANCE CORPORATION 3813 GREEN HILLS VILLAGE DRIVE NASHVILLE, TENNESSEE 37215

PROXY STATEMENT

The Board of Directors of First Acceptance Corporation (referred to herein as the "Board" or the "Board of Directors") is soliciting proxies to be used at the 2022 annual meeting of stockholders. This proxy statement and the enclosed proxy card will be first mailed to stockholders on or about March 23, 2022.

ABOUT THE MEETING

What Is the Purpose of the Annual Meeting?

At our annual meeting, stockholders will vote on the matters outlined in the proxy statement. In addition, our management will report on our performance during 2021 and respond to appropriate questions from stockholders.

Who Is Entitled to Vote?

Stockholders of record of our common stock at the close of business on the record date, March 16, 2022, are entitled to receive notice of the annual meeting and vote the shares of common stock that they held on that date at the meeting, or any postponement or adjournment of the meeting. Each outstanding share of our common stock entitles its holder to cast one vote on each matter to be voted upon.

What Constitutes a Quorum?

For purposes of voting on all matters, the presence at the meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the record date will constitute a quorum. As of the record date, 37,697,915 shares of our common stock were outstanding. Proxies received but marked as abstentions will be included in the calculation of the number of shares considered to be present at the meeting.

How Do I Vote?

If you complete and properly sign the accompanying proxy card and return the card to us, the card will be voted as you direct. If you are a registered stockholder and attend the meeting, you may deliver your completed proxy card in person. "Street name" stockholders who wish to vote at the meeting will need to obtain a proxy card from the institution that holds their shares.

Can I Change My Vote After I Return My Proxy Card?

Yes. You can revoke your proxy at any time before the final vote at the annual meeting in any of three ways:

• by submitting written notice of revocation to the Secretary;
• by submitting another proxy that is later dated and properly signed; or
• by voting in person at the meeting.

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What Are the Board's Recommendations?

Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board of Directors. The Board's recommendations are set forth below, and a description of each item is included in this proxy statement. In summary, the Board recommends a vote:

• FOR election of each of the nominated directors;
• FOR approval of an increase in the number of shares authorized for issuance pursuant to the First Acceptance Corporation Employee Stock Purchase Plan; AND
• FOR the ratification of the appointment of Crowe LLP as our independent registered public accounting firm.

With respect to any other matter that properly comes before the meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion.

What Vote Is Required to Approve Each Proposal?

Election of Directors

Each of the director nominees must receive affirmative votes from a plurality of the votes cast to be elected. This means that the seven nominees receiving the greatest number of votes will be elected as directors. Stockholders may not cumulate votes in the election of directors.

Approval of Increase in Number of Shares Authorized for Issuance Pursuant to the First Acceptance Corporation Employee Stock Purchase Plan

The amendment to the First Acceptance Corporation Employee Stock Purchase Plan will be ratified if the proposal receives the affirmative vote of a majority of the votes cast on the matter. With respect to this proposal, a properly executed proxy marked "ABSTAIN" will have the same effect as a vote against the proposal. Broker non- votes will not affect this proposal

Ratification of Independent Registered Public Accounting Firm

The appointment of Crowe LLP as our independent registered public accounting firm for 2022 will be ratified if the proposal receives the affirmative vote of a majority of the votes cast on the matter. If this appointment is not ratified by stockholders, the Audit Committee and the Board may reconsider its recommendation and appointment, respectively. With respect to this proposal, abstentions will not be counted as votes and will have no effect on the result of the vote.

Will My Shares Be Voted if I Do Not Sign and Return My Proxy Card?

If you are a registered stockholder and do not sign and return your proxy card, your shares will not be voted at the annual meeting. We strongly encourage you to vote - every vote is important.

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PROPOSAL 1 - ELECTION OF DIRECTORS

At the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated and recommends to the stockholders, Rhodes R. Bobbitt, Donald J. Edwards, Jeremy B. Ford, Tom C. Nichols, Lyndon L. Olson, Jr., Kenneth D. Russell and William A. Shipp, Jr. for election to serve as directors until our next annual meeting of stockholders and until such time as their respective successors are duly elected and qualified. Each of the director nominees is currently a director and was elected by the stockholders at our 2021 annual meeting of stockholders.

If any of the nominees should become unable to accept election, the persons named in the proxy may vote for such other person or persons as may be designated by the Board of Directors. Management has no reason to believe that any of the nominees named above will be unable to serve.

Certain information with respect to the nominees for election as directors is set forth below, including, with respect to each director nominee, his particular experience, qualifications, attributes, and skills that qualify him to serve as a director.

Rhodes R. Bobbitt		Director Since: 2004
(Age 76)		Business Experience: From February 1987 until his retirement in June 2004, Mr.
		Bobbitt served as Managing Director and Dallas Regional Office Manager of the
		Private Client Service Group - Credit Suisse First Boston and its predecessor,
		Donaldson, Lufkin & Jenrette. Prior to joining Donaldson, Lufkin & Jenrette,
		Mr. Bobbitt was Vice President of Security Sales in the Dallas office of Goldman
		Sachs & Co. Mr. Bobbitt has executive experience in finance and investments.
		Other Current Board Positions: Hilltop Holdings Inc.
		Relationship to Company: Mr. Bobbitt is an Independent Director.
Donald J. Edwards		Director Since: 2002
(Age 56)		Business Experience: Mr. Edwards is the Chief Executive Officer of Flexpoint
		Ford, LLC, a Chicago-based private equity firm focused on healthcare and
		financial services. Prior to July 2002, Mr. Edwards served as a principal in
		GTCR Golder Rauner, a Chicago-based private equity firm, for over eight years
		where he was the head of the firm's healthcare investment effort. Mr. Edwards
		has experience in strategic planning, management, finance, and investments.
		Other Current Board Positions: GeoVera Holdings.
		Relationship to Company: Mr. Edwards is a Director.

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