FIBH / First Bancshares, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ FORM 15 ______________________ CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-22507 The First Bancshares, Inc. (Exact name of registrant as specified

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ FORM 15 ______________________ CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-22507 The First Bancshares, Inc. (Exact name of registrant as specified

As filed with the Securities and Exchange Commission on April 8, 2025

As filed with the Securities and Exchange Commission on April 8, 2025 Registration Nos.

As filed with the Securities and Exchange Commission on April 8, 2025

As filed with the Securities and Exchange Commission on April 8, 2025 Registration Nos.

As filed with the Securities and Exchange Commission on April 7, 2025

As filed with the Securities and Exchange Commission on April 7, 2025 Registration Nos.

As filed with the Securities and Exchange Commission on April 7, 2025

As filed with the Securities and Exchange Commission on April 7, 2025 Registration Nos.

As filed with the Securities and Exchange Commission on April 7, 2025

As filed with the Securities and Exchange Commission on April 7, 2025 Registration Nos.

As filed with the Securities and Exchange Commission on April 7, 2025

As filed with the Securities and Exchange Commission on April 7, 2025 Registration Nos.

As filed with the Securities and Exchange Commission on April 7, 2025

As filed with the Securities and Exchange Commission on April 7, 2025 Registration Nos.

As filed with the Securities and Exchange Commission on April 7, 2025

As filed with the Securities and Exchange Commission on April 7, 2025 Registration Nos.

As filed with the Securities and Exchange Commission on April 7, 2025

As filed with the Securities and Exchange Commission on April 7, 2025 Registration Nos.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2025 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commis

As filed with the Securities and Exchange Commission on April 7, 2025

As filed with the Securities and Exchange Commission on April 7, 2025 Registration Nos.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 14, 2025, pursuant to the provisions of Rule 12d2-2 (a).

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file no. 000-22507 TH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2025 The First Bancshar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2025 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commi

Renasant and The First Announce Receipt of Regulatory Approvals for Merger

Exhibit 99.1 Renasant and The First Announce Receipt of Regulatory Approvals for Merger TUPELO, Miss. -March 17, 2025-Renasant Corporation (NYSE: RNST) (“Renasant”) and The First Bancshares, Inc. (NYSE: FBMS) (“The First”) jointly announced today that they have received all necessary regulatory approvals to complete the proposed merger of The First with and into Renasant, and the related merger of

Insider Trading Policy.*

EX-19.1 2 insidertradingpolicy-ex191.htm EX-19.1 EXHIBIT 19.1 THE FIRST BANCSHARES, INC. INSIDER TRADING POLICY I.PURPOSE The First Bancshares, Inc. (the “Company”) has adopted this Insider Trading Policy (“Policy”) for all of its directors, officers and employees, their family members, and specially designated outsiders who have access to the Company’s material nonpublic information for the purpo

Subsidiaries of The First Bancshares, Inc.*

EXHIBIT 21.1 SUBSIDIARIES OF THE FIRST BANCSHARES, INC. The First Bank (a Mississippi state-chartered bank) The First Bancshares Statutory Trust 2 (Delaware statutory trust) The First Bancshares Statutory Trust 3 (Delaware statutory trust) FMB’S Capital Trust 1 Liberty Shares Statutory Trust II (Connecticut statutory trust) HF Air, LLC

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file no. 000-22507 THE FIRST BANCSHARES

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2025 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Com

The First Bancshares, Inc. Reports Results for Fourth Quarter ended December 31, 2024

Exhibit 99.1 The First Bancshares, Inc. Reports Results for Fourth Quarter ended December 31, 2024 HATTIESBURG, Miss.-(BUSINESS WIRE)-January 28, 2025-The First Bancshares, Inc. (“FBMS” or “the Company”) (NYSE: FBMS), holding company for The First Bank (“the Bank”), (www.thefirstbank.com) reported today financial results for the quarter ended December 31, 2024. Highlights for the quarter: •Net inc

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2024 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Com

October 2024 NYSE: FBMS 2 Safe Harbor & Forward Looking Statements ABOUT THE FIRST BANCSHARES, INC. The First Bancshares, Inc. (“FBMS” or the “Company”), headquartered in Hattiesburg, Mississippi, is the parent company of The First Bank. Founded in 1

October 2024 NYSE: FBMS 2 Safe Harbor & Forward Looking Statements ABOUT THE FIRST BANCSHARES, INC.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2024 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Com

The First Bancshares, Inc. Reports Results for Third Quarter ended September 30, 2024

Exhibit 99.1 The First Bancshares, Inc. Reports Results for Third Quarter ended September 30, 2024 HATTIESBURG, Miss.-(BUSINESS WIRE)-October 23, 2024-The First Bancshares, Inc. (“FBMS” or “the Company”) (NYSE: FBMS), holding company for The First Bank, (www.thefirstbank.com) reported today financial results for the quarter ended September 30, 2024. Highlights for the Quarter: •Net income availabl

The First Bancshares, Inc. Announces Receipt of Shareholder Approval for Merger

EX-99.1 2 fbmsex-991results.htm EX-99.1 Exhibit 99.1 The First Bancshares, Inc. Announces Receipt of Shareholder Approval for Merger HATTIESBURG, Miss.-(BUSINESS WIRE)-October 22, 2024— The First Bancshares, Inc. (“The First”) (NYSE: FBMS), holding company for The First Bank, (www.thefirstbank.com), announced today that the previously announced merger between The First and Renasant Corporation (“R

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2024 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

As filed with the Securities and Exchange Commission on August 12, 2024

S-8 1 tm2421375d1s8.htm FORM S-8 As filed with the Securities and Exchange Commission on August 12, 2024 File No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE FIRST BANCSHARES, INC. (Exact name of registrant as specified in its charter) Mississippi (State or other jurisdiction of incorporation or o

Calculation of Filing Fee Table

Calculation of Filing Fee Tables S-8 FIRST BANCSHARES INC /MS/ Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, $1.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42107 T

1

Filed by Renasant Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: The First Bancshares, Inc.

Filed by Renasant Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended And deemes filed pursuant to Rule

425 Filed by Renasant Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended And deemes filed pursuant to Rule 14a-12under the Seurities Exchange Act of 1934, as amended COMBINED COMPANY WITH APPROXIMATELY $25 BILLION IN TOTAL ASSETS FINANCIAL HIGHLIGHTS OF COMBINED COMPANY AT CLOSING 301 LOCATIONS Q TheFirst 1116 LOCATIONS : • \ • jl .

Form of FBMS Voting Agreement

Exhibit 10.1 FORM OF SELLER VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 29, 2024, by and among Renasant Corporation (“Buyer”), a Mississippi corporation, The First Bancshares, Inc (“Seller”), a Mississippi corporation, and the undersigned shareholder [and director][and executive officer] (the “Shareholder”) of Seller in the Shareholder’s capacity a

Form of Seller Voting Agreement, dated as of July 29, 2024, by and among Renasant Corporation, The First Bancshares, Inc., and each director and executive officer of The First Bancshares, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on July 29, 2024).

Exhibit 10.1 FORM OF SELLER VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 29, 2024, by and among Renasant Corporation (“Buyer”), a Mississippi corporation, The First Bancshares, Inc (“Seller”), a Mississippi corporation, and the undersigned shareholder [and director][and executive officer] (the “Shareholder”) of Seller in the Shareholder’s capacity a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2024 The First Bancshare

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2024 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commis

Form of Renasant Voting Agreement

Exhibit 10.2 FORM OF BUYER VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 29, 2024, by and among Renasant Corporation (“Buyer”), a Mississippi corporation, The First Bancshares, Inc. (“Seller”), a Mississippi corporation, and the undersigned shareholder [and director][and executive officer] (the “Shareholder”) of Buyer in the Shareholder’s capacity as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 July 29, 2024 Date of report (Date of earliest event reported) RENASANT CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 July 29, 2024 Date of report (Date of earliest event reported) RENASANT CORPORATION (Exact name of registrant as specified in its charter) Mississippi 001-13253 64-0676974 (State or other jurisdiction of incorporation) (Commission Fi

Form of Renasant Voting Agreement

Exhibit 10.2 FORM OF BUYER VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 29, 2024, by and among Renasant Corporation (“Buyer”), a Mississippi corporation, The First Bancshares, Inc. (“Seller”), a Mississippi corporation, and the undersigned shareholder [and director][and executive officer] (the “Shareholder”) of Buyer in the Shareholder’s capacity as

Contacts: For Media: For Financials: John S. Oxford James C. Mabry IV Senior Vice President Executive Vice President Chief Marketing Officer Chief Financial Officer (662) 680-1219 (662) 680-1281 RENASANT CORPORATION TO ACQUIRE THE FIRST BANCSHARES, I

Exhibit 99.1 Contacts: For Media: For Financials: John S. Oxford James C. Mabry IV Senior Vice President Executive Vice President Chief Marketing Officer Chief Financial Officer (662) 680-1219 (662) 680-1281 RENASANT CORPORATION TO ACQUIRE THE FIRST BANCSHARES, INC. Announces Five-Year Community Benefit Plan TUPELO, MISSISSIPPI (July 29, 2024) - Renasant Corporation (NYSE: RNST) (“Renasant”) and T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2024 The First Bancshare

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2024 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commis

Agreement and Plan of Merger, dated as of July 29, 2024 by and between Renasant Corporation and The First Bancshares, Inc.*

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER BY AND BETWEEN RENASANT CORPORATION AND THE FIRST BANCSHARES, INC. Dated as of July 29, 2024 TABLE OF CONTENTS ARTICLE 1 TRANSACTIONS AND TERMS OF MERGER 2 1.1. Merger 2 1.2. Time and Place of Closing 2 1.3. Effective Time 2 1.4. Charter 2 1.5. Bylaws 2 1.6. Directors and Officers 2 1.7. Bank Merger 3 1.8. Tax Consequences 3 ARTICLE 2 MANN

Contacts: For Media: For Financials: John S. Oxford James C. Mabry IV Senior Vice President Executive Vice President Chief Marketing Officer Chief Financial Officer (662) 680-1219 (662) 680-1281 RENASANT CORPORATION TO ACQUIRE THE FIRST BANCSHARES, I

Exhibit 99.1 Contacts: For Media: For Financials: John S. Oxford James C. Mabry IV Senior Vice President Executive Vice President Chief Marketing Officer Chief Financial Officer (662) 680-1219 (662) 680-1281 RENASANT CORPORATION TO ACQUIRE THE FIRST BANCSHARES, INC. Announces Five-Year Community Benefit Plan TUPELO, MISSISSIPPI (July 29, 2024) - Renasant Corporation (NYSE: RNST) (“Renasant”) and T

Filed by The First Bancshares, Inc.

Filed by The First Bancshares, Inc. (Commission File No. 000-22507) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company The First Bancshares, Inc. (Commission File No. 000-22507) Date: July 29, 2024 On July 29, 2024, the following communication was made available by The First Bancshares, Inc. (“FBM

Agreement and Plan of Merger, dated as of July 29, 2024, by and between Renasant Corporation and The First Bancshares, Inc. (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed on July 29, 2024).

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER BY AND BETWEEN RENASANT CORPORATION AND THE FIRST BANCSHARES, INC. Dated as of July 29, 2024 TABLE OF CONTENTS ARTICLE 1 TRANSACTIONS AND TERMS OF MERGER 2 1.1. Merger 2 1.2. Time and Place of Closing 2 1.3. Effective Time 2 1.4. Charter 2 1.5. Bylaws 2 1.6. Directors and Officers 2 1.7. Bank Merger 3 1.8. Tax Consequences 3 ARTICLE 2 MANN

July 2024 NYSE: FBMS 2 Safe Harbor & Forward Looking Statements ABOUT THE FIRST BANCSHARES, INC. The First Bancshares, Inc. (“FBMS” or the “Company”), headquartered in Hattiesburg, Mississippi, is the parent company of The First Bank. Founded in 1996

July 2024 NYSE: FBMS 2 Safe Harbor & Forward Looking Statements ABOUT THE FIRST BANCSHARES, INC.

The First Bancshares, Inc. Reports Results for Second Quarter ended June 30, 2024

Exhibit 99.1 The First Bancshares, Inc. Reports Results for Second Quarter ended June 30, 2024 HATTIESBURG, Miss.-(BUSINESS WIRE)-July 24, 2024-The First Bancshares, Inc. (“FBMS” or “the Company”) (NYSE: FBMS), holding company for The First Bank, (www.thefirstbank.com) reported today financial results for the quarter ended June 30, 2024. Highlights for the Quarter: •Net income available to common

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2024 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-22507 The First Bancshares, Inc. The Nasdaq Stock Market LLC (Exact name of Issuer as specified in its

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 The First Bancshares

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commiss

2023 Annual Report NASDAQ: FBMS 2 Safe Harbor & Forward Looking Statements ABOUT THE FIRST BANCSHARES, INC. The First Bancshares, Inc. (“FBMS” or the “Company”), headquartered in Hattiesburg, Mississippi, is the parent company of The First Bank. Foun

fbms2023-shareholderpres 2023 Annual Report NASDAQ: FBMS 2 Safe Harbor & Forward Looking Statements ABOUT THE FIRST BANCSHARES, INC.

THE FIRST BANCSHARES, INC. ANNOUNCES TRANSFER OF LISTING OF COMMON STOCK TO THE NEW YORK STOCK EXCHANGE

Exhibit 99.1 FOR IMMEDIATE RELEASE THE FIRST BANCSHARES, INC. ANNOUNCES TRANSFER OF LISTING OF COMMON STOCK TO THE NEW YORK STOCK EXCHANGE HATTIESBURG, Miss.-(BUSINESS WIRE)-May 17, 2024-The First Bancshares, Inc. (NASDAQ: FBMS), the parent company of The First Bank, announced today that it is transferring the listing of its common stock to the New York Stock Exchange (NYSE) from The Nasdaq Stock

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2024 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 THE FIRST BANCSHARES, INC. (Exact name of registrant as specified in its charter) Mississippi 64-0862173 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificati

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-22507

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2024 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commi

The First Bancshares to Participate in 2024 Gulf South Bank Conference

Exhibit 99.1 The First Bancshares to Participate in 2024 Gulf South Bank Conference HATTIESBURG, Miss.-(BUSINESS WIRE)-April 26, 2024-The First Bancshares, Inc. (NASDAQ: FBMS), holding company for The First Bank, (www.thefirstbank.com) will participate in the 2024 Gulf South Bank Conference, which is being held April 29, 2024 through April 30, 2024 at the Four Seasons Hotel, New Orleans, Louisiana

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2024 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commi

April 2024 NASDAQ: FBMS 2 Safe Harbor & Forward Looking Statements ABOUT THE FIRST BANCSHARES, INC. The First Bancshares, Inc. (“FBMS” or the “Company”), headquartered in Hattiesburg, Mississippi, is the parent company of The First Bank. Founded in 1

April 2024 NASDAQ: FBMS 2 Safe Harbor & Forward Looking Statements ABOUT THE FIRST BANCSHARES, INC.

The First Bancshares, Inc. Reports Results for First Quarter ended March 31, 2024

Exhibit 99.1 The First Bancshares, Inc. Reports Results for First Quarter ended March 31, 2024 HATTIESBURG, Miss.-(BUSINESS WIRE)-April 24, 2024-The First Bancshares, Inc. (“FBMS” or “the Company”) (NASDAQ: FBMS), holding company for The First Bank, (www.thefirstbank.com) reported today financial results for the quarter ended March 31, 2024. Highlights for the Quarter: •Net income available to com

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement The undersigned agree that this Schedule 13G, and all amendments thereto, relating to the Common Stock First Bancshares, Inc. (FBMS) shall be filed on behalf of the undersigned. FINANCIAL OPPORTUNITY FUND LLC By: FJ Capital Management, LLC By: /s/ Martin Friedman Name: Martin Friedman Title: Managing Member FINANCIAL OPPORTUNITY LONG/SHORT FUND LLC By: FJ Capita

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ¨ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

* * * * *

April 5, 2024 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Finance Attention: Michael Henderson Marc Thomas Re: First Bancshares, Inc.

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file no. 000-22507 THE FIRST BANCSHARES

Amendment to Supplemental Executive Retirement Agreement dated

EXHIBIT 10.15 SECOND AMENDMENT TO THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT BETWEEN THE FIRST BANK AND DONNA T. LOWERY DATED MAY 19, 2014 THIS SECOND AMENDMENT (the “Amendment”) is adopted this 1st day of January 2024, by and between The First Bank, formerly The First, A National Banking Association (the “Bank”) and Donna T. Lowery (the “Executive”). The Bank and the Executive are parti

Amendment to Supplemental Executive Retirement Agreement dated

EXHIBIT 10.11 SECOND AMENDMENT TO THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT BETWEEN THE FIRST BANK AND MILTON R, COLE, JR. DATED MAY 15, 2014 THIS SECOND AMENDMENT (the “Amendment”) is adopted this 1st day of January 2024, by and between The First Bank, formerly The First, A National Banking Association (the “Bank”) and Milton R. Cole, Jr. (the “Executive”). The Bank and the Executive a

Subsidiaries of The First Bancshares, Inc.*

EXHIBIT 21.1 SUBSIDIARIES OF THE FIRST BANCSHARES, INC. The First Bank (a Mississippi state-chartered bank) The First Bancshares Statutory Trust 2 (Delaware statutory trust) The First Bancshares Statutory Trust 3 (Delaware statutory trust) FMB’S Capital Trust 1 Liberty Shares Statutory Trust II (Connecticut statutory trust) HF Air, LLC

Amendment to Supplemental Executive Retirement Agreement dated

EXHIBIT 10.13 FIRST AMENDMENT TO THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT BETWEEN THE FIRST BANK AND MILTON R, COLE, JR. DATED JANUARY 1, 2020 THIS FIRST AMENDMENT (the “Amendment”) is adopted this 1st day of January 2024, by and between The First Bank, formerly The First, A National Banking Association (the “Bank”) and Milton R. Cole, Jr. (the “Executive”). The Bank and the Executive

Amendment to Supplemental Executive Retirement Agreement dated

EXHIBIT 10.17 FIRST AMENDMENT TO THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT BETWEEN THE FIRST BANK AND DONNA T. LOWERY DATED JANUARY 1, 2021 THIS FIRST AMENDMENT (the “Amendment”) is adopted this 1st day of January 2024, by and between The First Bank, formerly The First, A National Banking Association (the “Bank”) and Donna T. Lowery (the “Executive”). The Bank and the Executive are part

Clawback Policy.

EXHIBIT 97.1 THE FIRST BANCSHARES, INC. INCENTIVE COMPENSATION RECOVERY POLICY 1.0 General 1.1 The First Bancshares, Inc. (the “Company”) has adopted this Incentive Compensation Recovery Policy (the “Policy”) in accordance with the applicable listing standards of The Nasdaq Stock Market (“Nasdaq”) and Rule 10D-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To the ext

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 The First Bancs

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Co

The First Bancshares, Inc. Announces New Share Repurchase Plan

Exhibit 99.1 The First Bancshares, Inc. Announces New Share Repurchase Plan HATTIESBURG, Miss., February 28, 2024 – The First Bancshares, Inc. (NASDAQ: FBMS) (“First Bancshares” or the “Company”), the holding company for The First Bank, announced today that the Company’s board of directors has approved a new share repurchase program for the 2024 calendar year. Under the program, the Company may, b

FBMS / The First Bancshares, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: First Bancshares Inc/The Title of Class of Securities: Common Stock CUSIP Number: 318916103 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is fil

FBMS / The First Bancshares, Inc. / FJ Capital Management LLC Passive Investment

SC 13G/A 1 eps11128fbms.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) * First Bancshares Inc MS (FBMS) (Name of Issuer) Common Stock (Title of Class of Securities) 318916 10 3 (CUSIP Number) 12/31/2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2024 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Com

The First Bancshares to Participate in the Janney CEO Forum

Exhibit 99.1 The First Bancshares to Participate in the Janney CEO Forum HATTIESBURG, Miss.-(BUSINESS WIRE)-January 30, 2024-The First Bancshares, Inc. (NASDAQ: FBMS), holding company for The First Bank, (www.thefirstbank.com) will participate in the Janney CEO Forum which is being held January 31, 2024 - February 1, 2024 at the Hyatt Regency Resort & Spa at Gainey Ranch, Scottsdale, Arizona, and

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2024 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Com

The First Bancshares, Inc. Reports Results for Fourth Quarter ended December 31, 2023; Increases Quarterly Dividend 4%

Exhibit 99.1 The First Bancshares, Inc. Reports Results for Fourth Quarter ended December 31, 2023; Increases Quarterly Dividend 4% HATTIESBURG, Miss.-(BUSINESS WIRE)-January 24, 2024-The First Bancshares, Inc. (“FBMS” or “the Company”) (NASDAQ: FBMS), holding company for The First Bank, (www.thefirstbank.com) reported today financial results for the quarter ended December 31, 2023. Highlights for

January 2024 NASDAQ: FBMS 2 Safe Harbor & Forward Looking Statements ABOUT THE FIRST BANCSHARES, INC. The First Bancshares, Inc. (“FBMS” or the “Company”), headquartered in Hattiesburg, Mississippi, is the parent company of The First Bank. Founded in

January 2024 NASDAQ: FBMS 2 Safe Harbor & Forward Looking Statements ABOUT THE FIRST BANCSHARES, INC.

First Bancshares, Inc. Announces Securities Portfolio Repositioning and 2023 Fourth Quarter Earnings Call Information

Exhibit 99.1 First Bancshares, Inc. Announces Securities Portfolio Repositioning and 2023 Fourth Quarter Earnings Call Information HATTIESBURG, Miss.-(BUSINESS WIRE)-January 16, 2024-First Bancshares, Inc. (NASDAQ: FBMS) (the “Company”), holding company of The First Bank (“The First”), has announced the repositioning of a portion of its securities portfolio and information regarding its 2023 Fourt

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2024 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Com

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-22

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2023 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Com

The First Bancshares, Inc. Reports Results for Third Quarter ended September 30, 2023; Increases Quarterly Dividend 4%

Exhibit 99.1 The First Bancshares, Inc. Reports Results for Third Quarter ended September 30, 2023; Increases Quarterly Dividend 4% HATTIESBURG, Miss.-(BUSINESS WIRE)-October 25, 2023-The First Bancshares, Inc. (“FBMS” or “the Company”) (NASDAQ: FBMS), holding company for The First Bank, (www.thefirstbank.com) reported today financial results for the quarter ended September 30, 2023. Highlights fo

October 2023 NASDAQ: FBMS 2 Safe Harbor & Forward Looking Statements ABOUT THE FIRST BANCSHARES, INC. The First Bancshares, Inc. (“FBMS” or the “Company”), headquartered in Hattiesburg, Mississippi, is the parent company of The First Bank. Founded in

October 2023 NASDAQ: FBMS 2 Safe Harbor & Forward Looking Statements ABOUT THE FIRST BANCSHARES, INC.

THE FIRST BANCSHARES, INC. August 28, 2023

THE FIRST BANCSHARES, INC. August 28, 2023 VIA EDGAR FILING and E-MAIL: [email protected] U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Aisha Adegbuyi Re: The First Bancshares, Inc. Registration Statement on Form S-3 File No. 333-274150 Request for Acceleration of Effectiveness Ladies and Gentlemen: Pursuant to Rule 461 under

Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 under the Senior Indenture.***

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of principal

Form of Subordinated Indenture.***

Exhibit 4.16 THE FIRST BANCSHARES, INC. SUBORDINATED INDENTURE DATED AS OF                  , 20 Wilmington Trust, National Association, AS TRUSTEE TABLE OF CONTENTS Page Number Article I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions 5 Section 1.3 Incorporation by Reference of Trust Indenture Act 5 Section 1.4 Rules of Construction 6 Article I

As filed with the Securities and Exchange Commission on August 22, 2023

As filed with the Securities and Exchange Commission on August 22, 2023 Registration No.

Filing Fee Table***

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) The First Bancshares, Inc.

Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 under the Subordinated Indenture.***

Exhibit 25.2       UNITED STATES  SECURITIES AND EXCHANGE COMMISSION  Washington, D.C. 20549   FORM T-1   ¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)   WILMINGTON TRUST, NATIONAL ASSOCIATION  (Exact name of trustee as specified in its charter)   16-1486454  (I.R.S. employer identification no.)   1100 North Market Street  Wilmington, DE 19890-0001 

Form of Senior Indenture.***

Exhibit 4.14 THE FIRST BANCSHARES, INC. SENIOR DEBT INDENTURE DATED AS OF            , 20 WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE TABLE OF CONTENTS Page Number Article I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions 4 Section 1.3 Incorporation by Reference of Trust Indenture Act 4 Section 1.4 Rules of Construction 5 Article II THE S

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-22507 T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2023 The First Bancshar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2023 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commi

The First Bancshares to Participate in 2023 KBW Community Bank Investor Conference

Exhibit 99.1 The First Bancshares to Participate in 2023 KBW Community Bank Investor Conference HATTIESBURG, Miss.-(BUSINESS WIRE)-August 4, 2023-The First Bancshares, Inc. (NASDAQ: FBMS), holding company for The First Bank, (www.thefirstbank.com) will participate in the 2023 KBW Community Bank Investor Conference , which is being held August 7, 2023 through August 9, 2023 at the Hilton Midtown, N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2023 The First Bancshare

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2023 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commis

The First Bancshares, Inc. Reports Results for Second Quarter Ended June 30, 2023; Increases Quarterly Dividend 5%

Exhibit 99.1 The First Bancshares, Inc. Reports Results for Second Quarter Ended June 30, 2023; Increases Quarterly Dividend 5% HATTIESBURG, Miss.-(BUSINESS WIRE)-July 26, 2023-The First Bancshares, Inc. (“FBMS” or “the Company”) (NASDAQ: FBMS), holding company for The First Bank, (www.thefirstbank.com) reported today financial results for the quarter ended June 30, 2023. Highlights: Net income av

July 2023 NASDAQ: FBMS 0.91% Cost of Deposits 14.5% Total Capital Ratio 5th Largest Bank Headquartered in MS $7.9bn Total Assets $22,845 Average Deposit Size (3) 3 Our Company Company Overview 77% Loans / Deposits 11.5% CET1 Ratio Data as of or for t

Exhibit 99.2 July 2023 NASDAQ: FBMS 2 Safe Harbor & Forward Looking Statements ABOUT THE FIRST BANCSHARES, INC. The First Bancshares, Inc. (“FBMS” or the “Company”), headquartered in Hattiesburg, Mississippi, is the parent company of The First Bank. Founded in 1996, The First has operations in Mississippi, Louisiana, Alabama, Florida and Georgia. The Company’s stock is traded on NASDAQ Global Mark

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2023 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commiss

Amendment to Amended and Restated Articles of

Exhibit 3.1 ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE FIRST BANCSHARES, INC 1. The name of the Corporation is The First Bancshares, Inc. 2. Article FIVE of the of the Articles of Incorporation of the Corporation is hereby amended by deleting Article FIVE in its entirety and inserting a new Article FIVE as follows: “The Corporation shall have the authority,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2023 The First Bancshares

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2023 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commiss

2022 Annual Report NASDAQ: FBMS

Exhibit 99.1 2022 Annual Report NASDAQ: FBMS 2 Safe Harbor & Forward Looking Statements ABOUT THE FIRST BANCSHARES, INC . The First Bancshares, Inc . (“FBMS” or the “Company”), headquartered in Hattiesburg, Mississippi, is the parent company of The First Bank . Founded in 1996 , The First has operations in Mississippi, Louisiana, Alabama, Florida and Georgia . The Company’s stock is traded on NASD

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-22507

The First Bancshares to Participate in 2023 Gulf South Bank Conference

Exhibit 99.1 The First Bancshares to Participate in 2023 Gulf South Bank Conference HATTIESBURG, Miss.-(BUSINESS WIRE)-May 5, 2023-The First Bancshares, Inc. (NASDAQ: FBMS), holding company for The First Bank, (www.thefirstbank.com) will participate in the 2023 Gulf South Bank Conference, which is being held May 8, 2023 through May 9, 2023 at the Four Seasons Hotel, New Orleans, Louisiana and will

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2023 The First Bancshares,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2023 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2023 The First Bancshar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2023 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commi

April 2023 NASDAQ: FBMS 0.72% Cost of Deposits 14.7% Total Capital Ratio 5th Largest Bank Headquartered in MS $8.0bn Total Assets $23,110 Average Deposit Size (2) 3 Our Company Company Overview 75% Loans / Deposits 11.2% CET1 Ratio Data as of or for

Exhibit 99.2 April 2023 NASDAQ: FBMS 2 Safe Harbor & Forward Looking Statements ABOUT THE FIRST BANCSHARES, INC. The First Bancshares, Inc. (“FBMS” or the “Company”), headquartered in Hattiesburg, Mississippi, is the parent company of The First Bank. Founded in 1996, The First has operations in Mississippi, Louisiana, Alabama, Florida and Georgia. The Company’s stock is traded on NASDAQ Global Mar

The First Bancshares, Inc. Reports Results for First Quarter ended March 31, 2023; Increases Quarterly Dividend 5%

Exhibit 99.1 The First Bancshares, Inc. Reports Results for First Quarter ended March 31, 2023; Increases Quarterly Dividend 5% HATTIESBURG, Miss.-(BUSINESS WIRE)-April 26, 2023-The First Bancshares, Inc. (“FBMS” or “the Company”) (NASDAQ: FBMS), holding company for The First Bank, (www.thefirstbank.com) reported today financial results for the quarter ended March 31, 2023. Highlights: Effective J

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) x Filed by the Registrant ¨ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) ☒ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

HERITAGE SOUTHEAST BANCORPORATION, INC. AND SUBSIDIARY Consolidated Balance Sheets December 31, 2022 and 2021 (In thousands, except share data)

Exhibit 99.1 Heritage Southeast Bancorporation, Inc. and Subsidiary Consolidated Financial Statements Years Ended December 31, 2022 and 2021 Independent Auditor's Report To the Board of Directors and Shareholders Heritage Southeast Bancorporation Inc. and Subsidiary Jonesboro, Georgia Opinion We have audited the consolidated financial statements (the ''financial statements'') of Heritage Southeast

UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION On January 1, 2023, The First Bancshares, Inc. (“First Bancshares” or “the Company”) completed its previously announced merger (the “Merger”) with Heritage Southeast Bancorporation, Inc. (“HSBI”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 27, 2022, by and among First Bancshare

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 1, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 1, 2023 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 The First Bancs

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Co

Subsidiaries of The First Bancshares, Inc.*

EXHIBIT 21.1 SUBSIDIARIES OF THE FIRST BANCSHARES, INC. The First Bank (a Mississippi state-chartered bank) The First Bancshares Statutory Trust 2 (Delaware statutory trust) The First Bancshares Statutory Trust 3 (Delaware statutory trust) FMB’S Capital Trust 1 HF Air, LLC

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file no. 000-22507 THE FIRST BANCSHARES

The First Bancshares, Inc. Announces New Share Repurchase Plan

EX-99.1 2 a53353998ex991.htm EXHIBIT 99.1 Exhibit 99.1 The First Bancshares, Inc. Announces New Share Repurchase Plan HATTIESBURG, Miss.-(BUSINESS WIRE)-February 28, 2023-The First Bancshares, Inc. (NASDAQ: FBMS) (“First Bancshares” or the “Company”), the holding company for The First Bank, announced today that the Company’s board of directors has approved a new share repurchase program for the 20

Exhibit 4.6

Exhibit 4.6 DESCRIPTION OF CAPITAL STOCK The following description summarizes the terms of our common stock and preferred stock but does not purport to be complete, and it is qualified in its entirety by reference to the applicable provisions of federal law governing bank holding companies, Mississippi law and our articles of incorporation and bylaws. Our Amended and Restated Articles of Incorpora

FBMS / First Bancshares, Inc. (The) / EJF Capital LLC Passive Investment

SC 13G/A 1 ff171387913ga-firstbanc.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) The First Bancshares, Inc. (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 318916103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Ch

FBMS / First Bancshares, Inc. (The) / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0905-firstbancsharesinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: First Bancshares Inc. Title of Class of Securities: Common Stock CUSIP Number: 318916103 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to desi

FBMS / First Bancshares, Inc. (The) / FJ Capital Management LLC Passive Investment

SC 13G/A 1 eps-10615fbms.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 ) * First Bancshares Inc MS (FBMS) (Name of Issuer) Common Stock (Title of Class of Securities) 318916 10 3 (CUSIP Number) 12/31/2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

The First Bancshares to Participate in the Janney West Coast Bank CEO Forum

Exhibit 99.1 The First Bancshares to Participate in the Janney West Coast Bank CEO Forum HATTIESBURG, Miss.-(BUSINESS WIRE)-January 31, 2023-The First Bancshares, Inc. (NASDAQ: FBMS), holding company for The First Bank, (www.thefirstbank.com) will participate in the Janney West Coast Bank CEO Forum which is being held February 1st – 3rd, 2023 at The Hyatt Regency Scottsdale Resort & Spa at Gainey

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2023 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Com

January 2023 NASDAQ: FBMS 3 The First Bancshares: Building Shareholder Value 59.3% Q4 ‘22 Efficiency Ratio, Operating (1) 16.7% Total Capital Ratio as of December 31, 2022 6th Largest Bank Headquartered in MS $6.5bn Assets as of December 31, 2022 14

Exhibit 99.2 January 2023 NASDAQ: FBMS 2 Safe Harbor & Forward Looking Statements FORWARD LOOKING STATEMENTS This communication contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,”

The First Bancshares, Inc. Reports Results for Fourth Quarter ended December 31, 2022; Increases Quarterly Dividend 5%

Exhibit 99.1 The First Bancshares, Inc. Reports Results for Fourth Quarter ended December 31, 2022; Increases Quarterly Dividend 5% HATTIESBURG, Miss.-(BUSINESS WIRE)-January 25, 2023-The First Bancshares, Inc. (“FBMS” or “the Company”) (NASDAQ: FBMS), holding company for The First Bank, (www.thefirstbank.com) reported today financial results for the quarter ended December 31, 2022. Highlights: Ef

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2023 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Com

FBMS / First Bancshares, Inc. (The) / LEHMAN KENNETH R - SC 13G Passive Investment

SC 13G 1 tm233198d1sc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) The First Bancshares, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 318916103 (CUSIP Number) January 1, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

The First Bancshares, Inc. Completes Acquisition of Heritage Southeast Bancorporation, Inc.

Exhibit 99.1 The First Bancshares, Inc. Completes Acquisition of Heritage Southeast Bancorporation, Inc. HATTIESBURG, Miss.-(BUSINESS WIRE)-January 3, 2023-The First Bancshares, Inc. (NASDAQ: FBMS) (?First Bancshares? or the ?Company?), the holding company for The First Bank, announced today that it has completed its previously-announced acquisition of Heritage Southeast Bancorporation, Inc. (?HSB

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 1, 2023 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Comm

The First Bancshares, Inc. and Heritage Southeast Bancorporation, Inc. Announce Receipt of Shareholder Approvals for Merger

Exhibit 99.1 The First Bancshares, Inc. and Heritage Southeast Bancorporation, Inc. Announce Receipt of Shareholder Approvals for Merger HATTIESBURG, Miss. & ATLANTA-(BUSINESS WIRE)-December 30, 2022-The First Bancshares, Inc. (NASDAQ: FBMS) (?First Bancshares? or the ?Company?), the holding company for The First Bank, and Heritage Southeast Bancorporation, Inc. (OTC: HSBI) (?HSBI?), the holding c

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2022 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2022 The First Bancs

false000094755900009475592022-12-122022-12-12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

December 2022 NASDAQ: FBMS 2 Safe Harbor ABOUT THE FIRST BANCSHARES, INC. The First Bancshares, Inc. (“FBMS” or the “Company”), headquartered in Hattiesburg, Mississippi, is the parent company of The First, A National Banking Association. Founded in

EX-99.2 3 b53040748ex992.htm EXHIBIT 99.2 Exhibit 99.2 December 2022 NASDAQ: FBMS 2 Safe Harbor ABOUT THE FIRST BANCSHARES, INC. The First Bancshares, Inc. (“FBMS” or the “Company”), headquartered in Hattiesburg, Mississippi, is the parent company of The First, A National Banking Association. Founded in 1996, The First has operations in Mississippi, Louisiana, Alabama, Florida and Georgia. The Com

The First Bancshares, Inc. and Heritage Southeast Bancorporation, Inc. Announce Receipt of Regulatory Approvals for Merger

Exhibit 99.1 The First Bancshares, Inc. and Heritage Southeast Bancorporation, Inc. Announce Receipt of Regulatory Approvals for Merger HATTIESBURG, Miss. & ATLANTA-(BUSINESS WIRE)-December 11, 2022-The First Bancshares, Inc. (NASDAQ: FBMS) (“First Bancshares” or “the Company”), parent company of The First Bank (“The First”) and Heritage Southeast Bancorporation, Inc. (OTCQX: HSBI) (“HSBI”), paren

December 2022 NASDAQ: FBMS 4 The First Bancshares: Building Shareholder Value 54.6% Q3 ‘22 Efficiency Ratio, Operating (1) 16.7% Total Capital Ratio as of September 30, 2022 5th Largest Bank Headquartered in MS $6.5bn Assets as of September 30, 2022

EX-99.2 3 a53040748ex992.htm EXHIBIT 99.2 Exhibit 99.2 December 2022 NASDAQ: FBMS 2 Safe Harbor ABOUT THE FIRST BANCSHARES, INC. The First Bancshares, Inc. (“FBMS” or the “Company”), headquartered in Hattiesburg, Mississippi, is the parent company of The First, A National Banking Association. Founded in 1996, The First has operations in Mississippi, Louisiana, Alabama, Florida and Georgia. The Com

The First Bancshares, Inc. and Heritage Southeast Bancorporation, Inc. Announce Receipt of Regulatory Approvals for Merger

Exhibit 99.1 The First Bancshares, Inc. and Heritage Southeast Bancorporation, Inc. Announce Receipt of Regulatory Approvals for Merger HATTIESBURG, Miss. & ATLANTA-(BUSINESS WIRE)-December 11, 2022-The First Bancshares, Inc. (NASDAQ: FBMS) (“First Bancshares” or “the Company”), parent company of The First Bank (“The First”) and Heritage Southeast Bancorporation, Inc. (OTCQX: HSBI) (“HSBI”), paren

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2022 The First Bancs

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2022 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Co

FBMS / First Bancshares, Inc. (The) / FJ Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * First Bancshares Inc MS (Name of Issuer) Common Stock (Title of Class of Securities) 318916 10 3 (CUSIP Number) 12/6/2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

The First Bancshares, Inc(Q3 2022 Results) November 01, 2022

Filed by The First Bancshares, Inc. (Commission File No. 000-22507) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Heritage Southeast Bancorporation, Inc. (Commission File No. 0-25846) The following is a transcript of a conference call held on November 1, 2022 relating to the proposed merger

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-22

November 2022 NASDAQ: FBMS 4 The First Bancshares: Building Shareholder Value 54.6% Q3 ‘22 Efficiency Ratio, Operating (1) 16.7% Total Capital Ratio as of September 30, 2022 5th Largest Bank Headquartered in MS $6.5bn Assets as of September 30, 2022

Exhibit 99.2 November 2022 NASDAQ: FBMS 2 Safe Harbor ABOUT THE FIRST BANCSHARES, INC. The First Bancshares, Inc. (?FBMS? or the ?Company?), headquartered in Hattiesburg, Mississippi, is the parent company of The First, A National Banking Association. Founded in 1996, The First has operations in Mississippi, Louisiana, Alabama, Florida and Georgia. The Company?s stock is traded on NASDAQ Global Ma

The First Bancshares to Participate in 2022 Hovde Group Financial Services Conference and East Coast Financial Services Conference

Exhibit 99.1 The First Bancshares to Participate in 2022 Hovde Group Financial Services Conference and East Coast Financial Services Conference HATTIESBURG, Miss.-(BUSINESS WIRE)-November 2, 2022-The First Bancshares, Inc. (NASDAQ: FBMS), holding company for The First Bank, (www.thefirstbank.com) will participate in the 2022 Hovde Group Financial Services Conference, which is being held November 2

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2022 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Com

Joint Proxy Statement/Prospectus MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3)? ?Registration No. 333-267829? Joint Proxy Statement/Prospectus ? ? ? ? MERGER PROPOSED???YOUR VOTE IS VERY IMPORTANT To the Shareholders of The First Bancshares, Inc. and Heritage Southeast Bancorporation, Inc.: The boards of directors of The First Bancshares, Inc., or First Bancshares, and Heritage Southeast Bancorporation, Inc., or HSBI, have

As filed with the Securities and Exchange Commission on November 1, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 1, 2022 Registration No.

Form of Proxy of The First Bancshares, Inc.

Exhibit 99.4 02BM Using a b l a c k i n k pen, mark your votes with an X as shown in this example.Please do not write outside the designated areas. 03PNBB ++ P r o p o s a l s ? T h e B o a r d o f D i r e c t o r s r e c o m m e n d a v o t e F O R P r o p o s a l s 1 a n d 2 .. A 1. MERGER AND SHARE ISSUANCE PROPOSAL ? A proposal to adoptand approve the Agreement and Plan of Merger, dated as ofJ

Consent of Piper Sandler & Co.

Exhibit 99.1 1251 AVENUE OF THE AMERICAS, 6TH FLOOR NEW YORK, NY 10020 P 212 466-7800 | TF 800 635-6851 Piper Sandler & Co. Since 1885. Member SIPC and NYSE. CONSENT OF PIPER SANDLER & CO. We hereby consent to the inclusion of our opinion letter to the Board of Directors of Heritage Southeast Bancorporation, Inc. (the ?Company?) as an Annex to the Joint Proxy Statement/Prospectus relating to the p

Filing Fee Table

EX-FILING FEES 13 tm2227448d7ex-filingfees.htm EX-FILING FEES EX-FILING FEES Calculation of Filing Fee Tables Form S-4 (Form Type) The First Bancshares, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit

Form of Proxy of Heritage Southeast Bancorporation, Inc.

Exhibit 99.5 HERITAGE SOUTHEAST BANCORPORATION, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS SPECIAL MEETING OF S HAREHOLDERS ? DECEMBER 28 , 202 2 AT 9:00 AM ET CONTROL ID: REQUEST ID: The undersigned shareholder of Heritage Southeast Bancorporation, Inc. (?HSBI?), hereby appoints Philip F. Resch and Leonard A. Moreland, or either of them, as proxies, each with full power of s

THE FIRST BANCSHARES, INC. November 1, 2022

THE FIRST BANCSHARES, INC. November 1, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Susan Block Re: The First Bancshares, Inc. (the ?Company?) Registration Statement on Form S-4 (File No. 333-267829), as amended (the ?Registration Statement?)?Acceleration Request Ladies and Gentlemen: Pursuant to Rule 461

Consent of D.A. Davidson & Co.

Exhibit 99.3 November 1, 2022 Board of Directors The First Bancshares, Inc. 6480 U.S. Highway 98 West, Suite A Hattiesburg, MS 39402 Members of the Board: We hereby consent to the inclusion of our opinion letter to the Board of Directors of The First Bancshares, Inc. (the "Company") as an Annex to the Joint Proxy Statement/Prospectus relating to the Company?s proposed acquisition of Heritage South

Consent of Keefe, Bruyette & Woods, Inc.

Exhibit 99.2 CONSENT OF KEEFE, BRUYETTE & WOODS, INC. We hereby consent to the inclusion of our opinion letter to the Board of Directors of The First Bancshares, Inc. (?FBMS?), as Annex C to the Joint Proxy Statement/Prospectus which forms a part of Amendment No. 1 to the Registration Statement on Form S-4 (file No. 333-267829) filed on the date hereof (the ?Amended Registration Statement?) relati

The First Bancshares, Inc. Reports Results for Third Quarter ended September 30, 2022; Increases Quarterly Dividend 5%

Exhibit 99.1 The First Bancshares, Inc. Reports Results for Third Quarter ended September 30, 2022; Increases Quarterly Dividend 5% HATTIESBURG, Miss.-(BUSINESS WIRE)-October 27, 2022-The First Bancshares, Inc. (?FBMS? or ?the Company?) (NASDAQ: FBMS), holding company for The First Bank, (www.thefirstbank.com) reported today financial results for the quarter ended September 30, 2022. Highlights fo

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2022 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Com

The First Bancshares, Inc. Reports Results for Third Quarter ended September 30, 2022; Increases Quarterly Dividend 5%

Exhibit 99.1 The First Bancshares, Inc. Reports Results for Third Quarter ended September 30, 2022; Increases Quarterly Dividend 5% HATTIESBURG, Miss.-(BUSINESS WIRE)-October 27, 2022-The First Bancshares, Inc. (?FBMS? or ?the Company?) (NASDAQ: FBMS), holding company for The First Bank, (www.thefirstbank.com) reported today financial results for the quarter ended September 30, 2022. Highlights fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2022 The First Bancsh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2022 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Com

Filed by The First Bancshares, Inc.

Filed by The First Bancshares, Inc. (Commission File No. 000-22507) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Heritage Southeast Bancorporation, Inc. Date: October 26, 2022 On October 26, 2022, Heritage Southeast Bancorporation, Inc. sent the following letter to its shareholders. October

Filing Fee Table

EX-FILING FEES Calculation of Filing Fee Tables Form S-4 (Form Type) The First Bancshares, Inc.

Consent of Piper Sandler & Co.

Exhibit 99.1 1251 AVENUE OF THE AMERICAS, 6TH FLOOR NEW YORK, NY 10020 P 212 466-7800 | TF 800 635-6851 Piper Sandler & Co. Since 1885. Member SIPC and NYSE. CONSENT OF PIPER SANDLER & CO. We hereby consent to the inclusion of our opinion letter to the Board of Directors of Heritage Southeast Bancorporation, Inc. (the ?Company?) as an Annex to the Joint Proxy Statement/Prospectus relating to the p

Consent of Keefe, Bruyette & Woods, Inc.

Exhibit 99.2 CONSENT OF KEEFE, BRUYETTE & WOODS, INC. We hereby consent to the inclusion of our opinion letter to the Board of Directors of The First Bancshares, Inc. (?FBMS?), as Annex C to the Joint Proxy Statement/Prospectus which forms a part of the Registration Statement on Form S-4 filed on the date hereof (the ?Registration Statement?) relating to the proposed merger of Heritage Southeast B

Consent of D.A. Davidson & Co.

EX-99.3 7 tm2227448d2ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 October 11, 2022 Board of Directors The First Bancshares, Inc. 6480 U.S. Highway 98 West, Suite A Hattiesburg, MS 39402 Members of the Board: We hereby consent to the inclusion of our opinion letter to the Board of Directors of The First Bancshares, Inc. (the "Company") as an Annex to the Joint Proxy Statement/Prospectus relating to the Com

Power of Attorney.*

S-4 1 tm2227448-1s4.htm S-4 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 11, 2022 Registration No. 333-         UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 The First Bancshares, Inc. (Exact Name of Registrant as Specified in its Charter) Mississippi (State or other juri

The First Bancshares to Participate in VirtualBankConference.com Online Conference for Bank Investors

Exhibit 99.1 The First Bancshares to Participate in VirtualBankConference.com Online Conference for Bank Investors HATTIESBURG, Miss.-(BUSINESS WIRE)-September 12, 2022-The First Bancshares, Inc. (NASDAQ: FBMS), holding company for The First Bank, (www.thefirstbank.com) will participate in the VirtualBankConference.com online conference for bank investors, bank managements, and industry profession

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2022 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (C

The First Bancshares, Inc. Appoints M. Ray “Hoppy” Cole, Jr. as Chairman of the Board of Directors

EX-99.1 2 a52820199ex991.htm EXHIBIT 99.1 Exhibit 99.1 The First Bancshares, Inc. Appoints M. Ray “Hoppy” Cole, Jr. as Chairman of the Board of Directors HATTIESBURG, Miss.-(BUSINESS WIRE)-August 19, 2022-The First Bancshares, Inc. (NASDAQ: FBMS) (“First Bancshares” or the “Company”), the holding company for The First Bank, announced today that M. Ray “Hoppy” Cole, Jr., the Chief Executive Officer

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2022 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Comm

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-22507 T

Filed by The First Bancshares, Inc.

Filed by The First Bancshares, Inc. (Commission File No. 000-22507) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Heritage Southeast Bancorporation, Inc. (Commission File No. 0-25846) The following is a transcript of a conference call held on July 28, 2022 relating to the announcement of the

The First Bancshares to Participate in 2022 KBW Community Bank Investor Conference

Exhibit 99.1 The First Bancshares to Participate in 2022 KBW Community Bank Investor Conference HATTIESBURG, Miss.-(BUSINESS WIRE)-August 2, 2022-The First Bancshares, Inc. (NASDAQ: FBMS), holding company for The First Bank, (www.thefirstbank.com) will participate in the 2022 KBW Community Bank Investor Conference, which is being held August 1, 2022 through August 3, 2022 at the Hilton Midtown ? N

The First Bancshares, Inc. Completes Acquisition of Beach Bancorp, Inc.

Exhibit 99.1 The First Bancshares, Inc. Completes Acquisition of Beach Bancorp, Inc. HATTIESBURG, Miss.-(BUSINESS WIRE)-August 1, 2022-The First Bancshares, Inc. (NASDAQ: FBMS) (?First Bancshares? or the ?Company?), the holding company for The First Bank (?The First?), announced today that it has completed its acquisition of Beach Bancorp, Inc. (?BBI?). Following completion of the acquisition, BBI

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2022 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commi

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2022 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commi

August 2022 NASDAQ: FBMS 4 The First Bancshares: Building Shareholder Value 58.3% Q2 ‘22 Efficiency Ratio, Operating (1) 18.3% Total Capital Ratio as of June 30, 2022 4th Largest Bank Headquartered in MS $6.7bn (3) Assets as of June 30, 2022 14 # of

Exhibit 99.2 August 2022 NASDAQ: FBMS 2 Safe Harbor ABOUT THE FIRST BANCSHARES, INC. The First Bancshares, Inc. (?FBMS? or the ?Company?), headquartered in Hattiesburg, Mississippi, is the parent company of The First, A National Banking Association. Founded in 1996, The First has operations in Mississippi, Louisiana, Alabama, Florida and Georgia. The Company?s stock is traded on NASDAQ Global Mark

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-8 (Form Type) The First Bancshares, Inc.

Agreement and Plan of Merger, dated as of July 27, 2022, by and between The First Bancshares, Inc. and Heritage Southeast Bancorporation, Inc. *

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and between THE FIRST BANCSHARES, INC. and HERITAGE SOUTHEAST BANCORPORATION, INC. Dated as of July 27, 2022 TABLE OF CONTENTS ARTICLE I THE MERGER 2 Section 1.01 The Merger 2 Section 1.02 Articles of Incorporation and Bylaws 2 Section 1.03 Bank Merger 2 Section 1.04 Directors and Officers 3 Section 1.05 Effective Time; Closing 3 Sectio

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2022 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2022 The First Bancshar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2022 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commi

Agreement and Plan of Merger, dated as of July 27, 2022, by and between The First Bancshares, Inc. and Heritage Southeast Bancorporation, Inc. *

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and between THE FIRST BANCSHARES, INC. and HERITAGE SOUTHEAST BANCORPORATION, INC. Dated as of July 27, 2022 TABLE OF CONTENTS ARTICLE I THE MERGER 2 Section 1.01 The Merger 2 Section 1.02 Articles of Incorporation and Bylaws 2 Section 1.03 Bank Merger 2 Section 1.04 Directors and Officers 3 Section 1.05 Effective Time; Closing 3 Sectio

As filed with the Securities and Exchange Commission on August 1, 2022

S-8 1 tm2221600d1s8.htm FORM S-8 As filed with the Securities and Exchange Commission on August 1, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE FIRST BANCSHARES, INC. (Exact name of registrant as specified in its charter) Mississippi 64-0862173 (State or other jurisdiction of

(incorporated by reference to Exhibit 99.1 of The First Bancshares' Registration Statement No. 333-266436 on Form S-8 filed on August 1, 2022).

EX-99.1 5 tm2221600d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Beach Community Bank 2018 Stock Option Plan SECTION 1. BACKGROUND AND PURPOSE The name of this Plan is the Beach Community Bank 2018 Stock Option Plan. The purpose of this Plan is to promote the interests of the Bank through grants to Employees and Directors of Options to purchase Stock, in order to continue (1) to attract and retain Employ

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2022 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commis

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2022 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2022 The First Bancshare

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2022 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2022 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commis

Filed by The First Bancshares, Inc.

Filed by The First Bancshares, Inc. (Commission File No. 000-22507) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Heritage Southeast Bancorporation, Inc. (Commission File No. 0-25846) Date: July 27, 2022 On July 27, 2022, the following materials were distributed to employees of Heritage Sout

Acquisition of The First Bancshares, Inc. Heritage Southeast Bancorporation, Inc. July 27, 2022 An Exceptional Partnership

Exhibit 99.2 Acquisition of The First Bancshares, Inc. Heritage Southeast Bancorporation, Inc. July 27, 2022 An Exceptional Partnership 2 S AFE H ARBOR ABOUT THE FIRST BANCSHARES, INC . The First Bancshares, Inc . (?FBMS? or the ?Company?), headquartered in Hattiesburg, Mississippi, is the parent company of The First, A National Banking Association . Founded in 1996 , The First has operations in M

Acquisition of The First Bancshares, Inc. Heritage Southeast Bancorporation, Inc. July 27, 2022 An Exceptional Partnership

Exhibit 99.2 Acquisition of The First Bancshares, Inc. Heritage Southeast Bancorporation, Inc. July 27, 2022 An Exceptional Partnership 2 S AFE H ARBOR ABOUT THE FIRST BANCSHARES, INC . The First Bancshares, Inc . (?FBMS? or the ?Company?), headquartered in Hattiesburg, Mississippi, is the parent company of The First, A National Banking Association . Founded in 1996 , The First has operations in M

Filed by The First Bancshares, Inc.

Filed by The First Bancshares, Inc. (Commission File No. 000-22507) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Heritage Southeast Bancorporation, Inc. (Commission File No. 0-25846) Date: July 27, 2022 On July 27, 2022, the following materials were distributed to employees of Heritage Sout

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2022 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commis

The First Bancshares, Inc. Reports Results for First Quarter ended June 30, 2022; Increases Quarterly Dividend 6%

Exhibit 99.1 The First Bancshares, Inc. Reports Results for First Quarter ended June 30, 2022; Increases Quarterly Dividend 6% HATTIESBURG, Miss., July 27, 2022 ? The First Bancshares, Inc. (?FBMS? or ?the Company?) (NASDAQ: FBMS), holding company for The First Bank, (www.thefirstbank.com) reported today net income available to common shareholders for the quarter ended June 30, 2022. Highlights fo

The First Bancshares, Inc. and Heritage Southeast Bancorporation, Inc. Announce Proposed Merger Transaction

Exhibit 99.1 The First Bancshares, Inc. and Heritage Southeast Bancorporation, Inc. Announce Proposed Merger Transaction HATTIESBURG, Miss. and ATLANTA, Ga. July 27, 2022 ? The First Bancshares, Inc. (NASDAQ: FBMS) (?First Bancshares? or ?the Company?), parent company of The First Bank (?The First?) and Heritage Southeast Bancorporation, Inc. (OTCQX: HSBI) (?HSBI?), parent company of Heritage Sout

General Merger FAQs

Filed by The First Bancshares, Inc. (Commission File No. 000-22507) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Heritage Southeast Bancorporation, Inc. (Commission File No. 0-25846) Date: July 27, 2022 On July 27, 2022, the following materials were distributed to employees of Heritage Sout

The First Bancshares, Inc. Reports Results for First Quarter ended June 30, 2022; Increases Quarterly Dividend 6%

Exhibit 99.1 The First Bancshares, Inc. Reports Results for First Quarter ended June 30, 2022; Increases Quarterly Dividend 6% HATTIESBURG, Miss., July 27, 2022 ? The First Bancshares, Inc. (?FBMS? or ?the Company?) (NASDAQ: FBMS), holding company for The First Bank, (www.thefirstbank.com) reported today net income available to common shareholders for the quarter ended June 30, 2022. Highlights fo

The First Bancshares, Inc. and Heritage Southeast Bancorporation, Inc. Announce Proposed Merger Transaction

Exhibit 99.1 The First Bancshares, Inc. and Heritage Southeast Bancorporation, Inc. Announce Proposed Merger Transaction HATTIESBURG, Miss. and ATLANTA, Ga. July 27, 2022 ? The First Bancshares, Inc. (NASDAQ: FBMS) (?First Bancshares? or ?the Company?), parent company of The First Bank (?The First?) and Heritage Southeast Bancorporation, Inc. (OTCQX: HSBI) (?HSBI?), parent company of Heritage Sout

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2021 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to

The First Bancshares, Inc. Receives Regulatory Approval for Merger with Beach Bancorp, Inc.

Exhibit 99.1 The First Bancshares, Inc. Receives Regulatory Approval for Merger with Beach Bancorp, Inc. HATTIESBURG, Miss.-(BUSINESS WIRE)-July 6, 2022-The First Bancshares, Inc. (NASDAQ: FBMS) (?First Bancshares? or ?the Company?), holding company for The First Bank (?The First?), announced today that it has received all required regulatory approvals for the consummation of its proposed acquisit

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2022 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2022 The First Bancshares

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2022 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commiss

The First Bancshares, Inc. Receives Regulatory Approval for Merger with Beach Bancorp, Inc.

Exhibit 99.1 The First Bancshares, Inc. Receives Regulatory Approval for Merger with Beach Bancorp, Inc. HATTIESBURG, Miss.-(BUSINESS WIRE)-July 6, 2022-The First Bancshares, Inc. (NASDAQ: FBMS) (?First Bancshares? or ?the Company?), holding company for The First Bank (?The First?), announced today that it has received all required regulatory approvals for the consummation of its proposed acquisit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER 000-22507 CUSIP NUMBER 318916103 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Proxy Statement/Prospectus MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

TABLE OF CONTENTS ? Filed Pursuant to Rule 424(b)(3)? ?Registration Statement No. 333-265296? Proxy Statement/Prospectus ? ? ? ? MERGER PROPOSED???YOUR VOTE IS VERY IMPORTANT To the Shareholders of Beach Bancorp, Inc.: The boards of directors of The First Bancshares, Inc., or First Bancshares, and Beach Bancorp, Inc., or BBI, have each unanimously approved the acquisition of BBI by First Bancshare

As filed with the Securities and Exchange Commission on June 16, 2022

S-4/A 1 tm2216802-3s4a.htm S-4/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 16, 2022 Registration No. 333-265296 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT No. 1 Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 The First Bancshares, Inc. (Exact Name of Registrant as Specified in its Charter) Mi

Form of Proxy of Beach Bancorp, Inc.

EX-99.2 9 tm2216802d4ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 BEACH BANCORP, INC. PROXY FOR SPECIAL MEETING OF SHAREHOLDERS THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned shareholder(s) of Beach Bancorp, Inc., a Florida corporation (the “Company”), hereby revoke(s) any Proxy heretofore given, hereby appoint(s) Carl J. Chaney and Charles N. Reeves, and each of them, with fu

THE FIRST BANCSHARES, INC. June 16, 2022

CORRESP 1 filename1.htm THE FIRST BANCSHARES, INC. June 16, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Jessica Livingston Re: The First Bancshares, Inc. (the “Company”) Registration Statement on Form S-4 (File No. 333-265296), as amended (the “Registration Statement”)—Acceleration Request Ladies and Gent

Consent of Piper Sandler & Co.

EX-99.1 8 tm2216802d4ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 1251 AVENUE OF THE AMERICAS, 6TH FLOOR NEW YORK, NY 10020 P 212 466-7800 | TF 800 635-6851 Piper Sandler & Co. Since 1885. Member SIPC and NYSE. CONSENT OF PIPER SANDLER & CO. We hereby consent to the inclusion of our opinion letter to the Board of Directors of Beach Bancorp, Inc. (the “Company”) as an Annex to the Proxy Statement/Prospectu

Power of Attorney (included on the signature page hereto).*

S-4 1 tm2216802-1s4.htm S-4 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 27, 2022 Registration No. 333-        UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 The First Bancshares, Inc. (Exact Name of Registrant as Specified in its Charter) Mississippi (State or other jurisdict

Consent of Piper Sandler & Co.

Exhibit 99.1 1251 AVENUE OF THE AMERICAS, 6TH FLOOR NEW YORK, NY 10020 P 212 466-7800 | TF 800 635-6851 Piper Sandler & Co. Since 1885. Member SIPC and NYSE. CONSENT OF PIPER SANDLER & CO. We hereby consent to the inclusion of our opinion letter to the Board of Directors of Beach Bancorp, Inc. (the ?Company?) as an Annex to the Proxy Statement/Prospectus relating to the proposed merger of the Comp

Filing Fee Table

EX-FILING FEES Calculation of Filing Fee Tables Form S-4 (Form Type) The First Bancshares, Inc.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2022 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 33-94288 64-0862173 (State or other jurisdiction of incorporation) (Commissi

2 Disclosures Forward - Looking Statements This slide presentation and certain of our other filings with the Securities and Exchange Commission contain statements that con stitute “forward looking statements” within the meaning of, and subject to the

EX-99.1 2 tm2216074d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 2 Disclosures Forward - Looking Statements This slide presentation and certain of our other filings with the Securities and Exchange Commission contain statements that con stitute “forward looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of t

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2022 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commiss

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-22507

Agreement and Plan of Merger, dated as of April 26, 2022, by and between The Fist Bancshares, Inc. and Beach Bancorp, Inc. (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed on May 2, 2022).

EX-2.1 2 tm2214087d1ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and between THE FIRST BANCSHARES, INC. and BEACH BANCORP, INC. Dated as of April 26, 2022 TABLE OF CONTENTS ARTICLE I THE MERGER 1 Section 1.01 The Merger 1 Section 1.02 Articles of Incorporation and Bylaws 2 Section 1.03 Bank Merger 2 Section 1.04 Directors and Officers 2 Section 1.05 Effective Time; Closing 2 S

May 2022 NASDAQ: FBMS 3 Forward Looking Statements This slide presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward looking statements” within the meaning of, and subject

EX-99.2 3 a52702926ex992.htm EXHIBIT 99.2 Exhibit 99.2 May 2022 NASDAQ: FBMS 2 Safe Harbor ABOUT THE FIRST BANCSHARES, INC.The First Bancshares, Inc. (“FBMS” or the “Company”), headquartered in Hattiesburg, Mississippi, is the parent company of The First Bank. Founded in 1996, The First has operations in Mississippi, Louisiana, Alabama, Florida and Georgia. The Company’s stock is traded on NASDAQ

The First Bancshares to Participate in 2022 Gulf South Bank Conference

Exhibit 99.1 The First Bancshares to Participate in 2022 Gulf South Bank Conference HATTIESBURG, Miss.-(BUSINESS WIRE)-April 29, 2022-The First Bancshares, Inc. (NASDAQ: FBMS), holding company for The First Bank, (www.thefirstbank.com) will participate in the 2022 Gulf South Bank Conference, which is being held May 2, 2022 through May 3, 2022 at the Ritz-Carlton Hotel, New Orleans, Louisiana and w

Agreement and Plan of Merger, dated as of April 26, 2022, by and between The First Bancshares, Inc. and Beach Bancorp, Inc.*

EX-2.1 2 tm2214087d1ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and between THE FIRST BANCSHARES, INC. and BEACH BANCORP, INC. Dated as of April 26, 2022 TABLE OF CONTENTS ARTICLE I THE MERGER 1 Section 1.01 The Merger 1 Section 1.02 Articles of Incorporation and Bylaws 2 Section 1.03 Bank Merger 2 Section 1.04 Directors and Officers 2 Section 1.05 Effective Time; Closing 2 S

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2022 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2022 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of Incorporation) (Commi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2022 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of Incorporation) (Commi

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2022 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commi

April 26, 2022 Acquisition of Caution Regarding Forward Looking Statements This slide presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward looking statements” within the

Exhibit 99.2 April 26, 2022 Acquisition of Safe Harbor ABOUT THE FIRST BANCSHARES, INC.The First Bancshares, Inc. (?FBMS? or the ?Company?), headquartered in Hattiesburg, Mississippi, is the parent company of The First Bank. Founded in 1996, The First has operations in Mississippi, Louisiana, Alabama, Florida and Georgia. The Company?s stock is traded on NASDAQ Global Market under the symbol FBMS.

The First Bancshares, Inc. Reports Results for First Quarter ended March 31, 2022; Increases Quarterly Dividend 6%

Exhibit 99.1 The First Bancshares, Inc. Reports Results for First Quarter ended March 31, 2022; Increases Quarterly Dividend 6% HATTIESBURG, Miss.-(BUSINESS WIRE)-April 26, 2022-The First Bancshares, Inc. (?FBMS? or ?the Company?) (NASDAQ: FBMS), holding company for The First Bank, (www.thefirstbank.com) reported today net income available to common shareholders for the quarter ended March 31, 202

1 Investor PresentationApril 26, 2022 NASDAQ: FBMS 3 Forward Looking Statements This slide presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward looking statements” withi

Exhibit 99.2 1 Investor PresentationApril 26, 2022 NASDAQ: FBMS 2 Safe Harbor ABOUT THE FIRST BANCSHARES, INC.The First Bancshares, Inc. (?FBMS? or the ?Company?), headquartered in Hattiesburg, Mississippi, is the parent company of The First Bank. Founded in 1996, The First has operations in Mississippi, Louisiana, Alabama, Florida and Georgia. The Company?s stock is traded on NASDAQ Global Market

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2022 The First Bancshar

false000094755900009475592022-04-262022-04-26 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

BEACH BANK CONVERSION COMMONLY ASKED QUESTIONS

Filed by The First Bancshares, Inc. (Commission File No. 000-22507) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Beach Bancorp, Inc. Date: April 26, 2022 On April 26, 2022, Beach Bancorp, Inc. distributed the following materials to its employees. BEACH BANK CONVERSION COMMONLY ASKED QUESTIO

1 Investor PresentationApril 26, 2022 NASDAQ: FBMS 3 Forward Looking Statements This slide presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward looking statements” withi

Exhibit 99.2 1 Investor PresentationApril 26, 2022 NASDAQ: FBMS 2 Safe Harbor ABOUT THE FIRST BANCSHARES, INC.The First Bancshares, Inc. (?FBMS? or the ?Company?), headquartered in Hattiesburg, Mississippi, is the parent company of The First Bank. Founded in 1996, The First has operations in Mississippi, Louisiana, Alabama, Florida and Georgia. The Company?s stock is traded on NASDAQ Global Market

The First Bancshares, Inc. Announces Proposed Acquisition of Beach Bancorp, Inc.

EX-99.1 2 a52698448ex991.htm EXHIBIT 99.1 Exhibit 99.1 The First Bancshares, Inc. Announces Proposed Acquisition of Beach Bancorp, Inc. HATTIESBURG, Miss.-(BUSINESS WIRE)-April 26, 2022-The First Bancshares, Inc. (NASDAQ: FBMS) (“First Bancshares” or “the Company”), holding company for The First Bank (“The First”), announced today that it has entered into a definitive agreement to acquire Beach Ba

The First Bancshares, Inc. Reports Results for First Quarter ended March 31, 2022; Increases Quarterly Dividend 6%

Exhibit 99.1 false000094755900009475592022-04-262022-04-26 The First Bancshares, Inc. Reports Results for First Quarter ended March 31, 2022; Increases Quarterly Dividend 6% HATTIESBURG, Miss.-(BUSINESS WIRE)-April 26, 2022-The First Bancshares, Inc. (?FBMS? or ?the Company?) (NASDAQ: FBMS), holding company for The First Bank, (www.thefirstbank.com) reported today net income available to common sh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2022 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commi

The First Bancshares, Inc. Announces Proposed Acquisition of Beach Bancorp, Inc.

Exhibit 99.1 The First Bancshares, Inc. Announces Proposed Acquisition of Beach Bancorp, Inc. HATTIESBURG, Miss.-(BUSINESS WIRE)-April 26, 2022-The First Bancshares, Inc. (NASDAQ: FBMS) (?First Bancshares? or ?the Company?), holding company for The First Bank (?The First?), announced today that it has entered into a definitive agreement to acquire Beach Bancorp, Inc. (?BBI?), parent company of Bea

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2022 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commi

April 26, 2022 Acquisition of Caution Regarding Forward Looking Statements This slide presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward looking statements” within the

EX-99.2 3 a52698448ex992.htm EXHIBIT 99.2 Exhibit 99.2 April 26, 2022 Acquisition of Safe Harbor ABOUT THE FIRST BANCSHARES, INC.The First Bancshares, Inc. (“FBMS” or the “Company”), headquartered in Hattiesburg, Mississippi, is the parent company of The First Bank. Founded in 1996, The First has operations in Mississippi, Louisiana, Alabama, Florida and Georgia. The Company’s stock is traded on N

Definitive Proxy Statement on Schedule 14A for the 2022 Annual Meeting, filed on April 6, 2022;

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) x Filed by the Registrant ? Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 tm223561d1def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) x Filed by the Registrant ¨ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents ? ? U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the fiscal year ended December 31, 2021 OR ? ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the transition period from to Commission file no. 000-22507 THE FIRS

Subsidiaries of The First Bancshares, Inc. (incorporated herein by reference to Exhibit 21.1 to First Bancshares’ Annual Report on Form 10-K filed on March 11, 2022).

EXHIBIT 21.1 SUBSIDIARIES OF THE FIRST BANCSHARES, INC. The First Bank (a Mississippi state-chartered bank) The First Bancshares Statutory Trust 2 (Delaware statutory trust) The First Bancshares Statutory Trust 3 (Delaware statutory trust) FMB’S Capital Trust 1

Description of Registered Securities (incorporated herein by reference to Exhibit 4.6 to First Bancshares’ Annual Report on Form 10-K filed on March 11, 2022).

Exhibit 4.6 DESCRIPTION OF CAPITAL STOCK The following description summarizes the terms of our common stock and preferred stock but does not purport to be complete, and it is qualified in its entirety by reference to the applicable provisions of federal law governing bank holding companies, Mississippi law and our articles of incorporation and bylaws. Our Amended and Restated Articles of Incorpora

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2022 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Commis

The First Bancshares, Inc. Announces New Share Repurchase Plan

EX-99.1 2 a52592851ex991.htm EXHIBIT 99.1 Exhibit 99.1 The First Bancshares, Inc. Announces New Share Repurchase Plan HATTIESBURG, Miss.-(BUSINESS WIRE)-March 9, 2022-The First Bancshares, Inc. (NASDAQ: FBMS) (“First Bancshares” or the “Company”), the holding company for The First Bank, announced today that the Company’s board of directors has approved a new share repurchase program for the 2022 c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER 000-22507 CUSIP NUMBER 318916103 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

FBMS / First Bancshares, Inc. (The) / EJF Capital LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) The First Bancshares, Inc. (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 318916103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th

FBMS / First Bancshares, Inc. (The) / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: First Bancshares Inc. Title of Class of Securities: Common Stock CUSIP Number: 318916103 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2022 The First Bancshares, Inc. (Exact name of registrant as specified in its charter) Mississippi 000-22507 64-0862173 (State or other jurisdiction of incorporation) (Com

The First Bancshares, Inc. Announces Renewal of Share Repurchase Plan

EX-99.1 2 a52575570ex991.htm EXHIBIT 99.1 Exhibit 99.1 The First Bancshares, Inc. Announces Renewal of Share Repurchase Plan HATTIESBURG, Miss.-(BUSINESS WIRE)-February 8, 2022-The First Bancshares, Inc. (NASDAQ: FBMS) (“First Bancshares” or the “Company”), the holding company for The First Bank, announced today the renewal of its share repurchase program that previously expired on December 31, 20

1 Investor PresentationJanuary 25, 2022 NASDAQ: FBMS 2 Forward Looking Statements This slide presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” wit

EX-99.2 3 a52568716ex992.htm EXHIBIT 99.2 Exhibit 99.2 1 Investor PresentationJanuary 25, 2022 NASDAQ: FBMS 2 Forward Looking Statements This slide presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 193