The First Bancshares, Inc. (NASDAQ:FBMS) Files An 8-K Other Events

Item 8.01

Other Events

This Current Report on Form 8-K is being filed to an agreement to
moot certain litigation (Litigation) relating to the Special
Shareholders Meeting of The First Bancshares, Inc. (First
Bancshares or the Company) to be held on December 29, 2016, and
any adjournment thereof, in which the shareholders of the Company
are being asked to approve the conversion of its Mandatorily
Convertible, Noncumulative, Nonvoting Preferred Stock, Series E,
into common stock.

On November 9, 2016, Plaintiff Jonathan Raul filed a Class Action
Complaint for Violations of Sections 14(a) and 20(a) of the
Securities Exchange Act of 1934 (Complaint) captioned Raul v.
Mitchell, et al., No. 2:16-cv-00194-KS-MTP (S.D. Miss.). The
Complaint alleges that First Bancsharess Preliminary Proxy
Statement (Schedule 14A) and Amendments thereto filed with the
SEC on October 25, 2016, November 18, 2016, and November 25,
2016, and the Definitive Proxy Statement (Schedule 14A), filed
with the SEC on November 28, 2016, contain misstatements and
omissions in their disclosures regarding the issuance of
additional shares of First Bancsharess common stock. On November
28, 2016, Plaintiff filed a Motion for a Preliminary Injunction.
On December 16, 2016, the parties reached an agreement to provide
certain additional disclosures as set forth in this Form 8-K. to
the terms of the agreement, Plaintiff has withdrawn his Motion
for Preliminary Injunction and has agreed to dismiss his case
with prejudice. The Plaintiff has indicated that he may seek an
award of attorneys fees in connection with this matter. The
parties have not reached an agreement on the anticipated
application by Plaintiffs counsel for an award of attorneys fees
at the time of this filing.

The Definitive Proxy Statement is hereby amended to add the
following sentences before the last sentence of the first
paragraph on p. 4:

The Company and management considered other alternatives to raise
capital, but ultimately exercised their business judgment and
concluded that the Private Placement was the desired approach at
this time. Following consultation with the Companys financial
advisors, the Company determined that the Private Placement was
the most effective method for raising capital under the current
circumstances.

The Definitive Proxy Statement is hereby amended to add at
the end of the section entitled Pro Forma Financial Information
on p. 7 the following:

Dilution

To further help your understanding of the financial impact of the
Private Placement related to Proposal No. 1, we are providing the
following table which sets forth the tangible book value impact
of the Private Placement if Proposal No. 1 is approved, as well
as the impact that the approval of Proposal No. 1 may have on our
current common stockholders ownership percentage of the Company.

		As of September 30, 2016				As Adjusted if Proposal No. 1 is Approved (As of September 30, 2016)
Tangible common equity		$	79,939,000			$	139,826,495
FBMS common stock outstanding			5,428,017				8,991,397
Tangible book value per share of FBMS common stock		$	14.73			$	15.55
Ownership of current FBMS common stockholders			100.0	%			60.4	%

As demonstrated by the table above, the Company expects the
approval of Proposal No. 1 to be accretive to the tangible book
value of the Companys common stock but dilutive to the Companys
current common stockholders in terms of their pro forma ownership
of the Company prior to the Private Placement.

The Definitive Proxy Statement is hereby amended to add at
the end of the section entitled Pro Forma Financial Information
on p. 7 and immediately before the section entitled Series E
Preferred Stock Terms and Provisions on p. 8 the following:

Use of Proceeds from the Private Placement

The Company estimates that the net proceeds from the sale of the
shares of Series E Preferred Stock will be between $59,000,000
and $60,000,000,after deducting placement agent fees and expenses
related to the capital raise, legal and accounting fees and
including the filing of this proxy statement and related
documents with the SEC.

We intend to use the net proceeds from the sale of the Series E
Preferred Stock to finance all or a portion of the Iberville Bank
Acquisition and pay related expenses, to support our capital
ratios in connection with the Iberville Bank Acquisition and the
acquisition of Gulf Coast Community Bank (Gulf Coast
Acquisition), and for general corporate purposes. If the
Iberville Bank Acquisition is not completed we will use the
proceeds of the shares of Series E Preferred Stock from this
offering for general corporate purposes to support our growth
strategy, which may include organic growth, funding acquisition
opportunities, de novo branching into new markets or
other organic expansion of our business.

The Private Placement was not conditioned upon the successful
completion of the Iberville Bank Acquisition, the Gulf Coast
Acquisition or any other transaction. Accordingly, even if the
Iberville Bank Acquisition does not occur, we will have no
obligation to offer to repurchase any or all of the shares of
Series E Preferred Stock sold in the Private Placement. In the
event the Iberville Bank Acquisition does not occur, our
management will retain broad discretion in the allocation of the
net proceeds of the Private Placement. The precise amounts and
timing of our use of the net proceeds will depend upon market
conditions and the availability of other funds, among other
factors. From time to time, we may engage in additional capital
financings as we determine appropriate based upon our needs and
prevailing market conditions. These additional capital financings
may include the sale of other securities.

The Definitive Proxy Statement is hereby amended to add at
the end of the section entitled The Securities Purchase
Agreements on p. 10 the following:

Purchasers

The table below lists the Purchasers and other information
regarding the stock ownership of each of the Purchasers. The
second column lists the number of shares of Series E Preferred
Stock owned by each Purchaser as of October 31, 2016.

Except as indicated below, other than the ownership of the Series
E Preferred Stock or shares of common stock issuable upon
conversion of the Series E Preferred Stock, and such additional
ownership of common stock prior to the Private Placement as is
set forth in the table, the Purchasers have not had any material
relationship, other than as a shareholder of the Company or a
customer in the ordinary course of business with the Bank, with
us during the past three years.

None of the Companys financial advisors in the Private Placement
participated in the Private Placement, nor, to the knowledge of
the Company, are any of the Companys financial advisors related
parties to any Purchaser.

The following Purchasers hold positions as officers and/or
directors of the Company and The First, A National Banking
Association as follows:

M. Ray (Hoppy) Cole, Jr. Director and Chief Executive Officer of the Company and Bank

David W. Bomboy, M.D. Director

E. Ricky Gibson Director

Charles R. Lightsey Director

Ted E. Parker Director

J. Douglas Seidenburg Director

Andrew D. Stetelman Director

The amounts set forth below are based upon information provided
to us by representatives of the Purchasers, or upon our records,
and are accurate to the best of our knowledge as of the date
specified.

SELLING SECURITYHOLDERS
Name of Selling Securityholder	Shares of Series E Preferred Stock Owned Prior to the Offering	Shares of Common Stock Owned Prior to the Offering	Shares of Series E Preferred Stock Offered Hereby	Shares of Common Stock Offered Hereby	Shares of Series E Preferred Stock Owned After the Offering	Shares of Common Stock Owned After the Offering	Percentage of Outstanding Common Stock Owned After the Offering
Banc Fund VII L.P.	–	163,235	35,000	35,000	–	198,235	2.20%
Banc Fund VIII L.P.	–	299,554	55,000	55,000	–	354,554	3.94%
Banc Fund IX L.P.	–	55,702	135,352	135,352	–	191,054	2.12%

^{Banc Fund VII L.P. is controlled by its general partner,
MidBanc VII L.P. MidBanc VII L.P. is controlled by its general
partner, The Banc Funds Company, L.L.C. The Banc Funds Company,
L.L.C. is controlled by its member, Charles J. Moore. Charles J.
Moore may be deemed to have voting and dispositive power over the
shares listed in the table as held by Banc Fund VII L.P.}

^{Banc Fund VIII L.P. is controlled by its general
partner, MidBanc VIII L.P. MidBanc VIII L.P. is controlled by its
general partner, The Banc Funds Company, L.L.C. The Banc Funds
Company, L.L.C. is controlled by its member, Charles J. Moore.
Charles J. Moore may be deemed to have voting and dispositive
power over the shares listed in the table as held by Banc Fund
VIII L.P.}

^{Banc Fund IX L.P. is controlled by its general partner,
MidBan IX L.P. MidBan IX L.P. is controlled by its general
partner, The Banc Funds Company, L.L.C. The Banc Funds Company,
L.L.C. is controlled by its member, Charles J. Moore. Charles J.
Moore may be deemed to have voting and dispositive power over the
shares listed in the table as held by Banc Fund IX
L.P.}

PRB Investors, L.P.	–		112,676	112,676	–	112,676	1.25%
Castine Partners, LP	–		46,901	46,901	–	46,901	0.52%
Castine Partners II, LP	–		98,113	98,113	–	98,113	1.09%
Castine Offshore Fund, LTD.	–		108,507	108,507	–	108,507	1.21%
Choral Financial Fund, LP	–		28,169	28,169	–	28,169	0.31%
JAM Special Opportunities Fund III, L.P.	–		225,352	225,352	–	225,352	2.51%
Stieven Financial Investors, L.P.	–	194,687	185,231	185,231	–	379,918	4.23%
Stieven Financial Offshore Investors, Ltd.	–	41,354	40,121	40,121	–	81,475	0.92%
Iron Road Multi-Strategy Fund LP	–	14,589	22,820	22,820	–	37,409	0.42%
Mendon Capital Master Fund, Ltd.	–	106,301	142,632	142,632	–	248,933	2.77%

^{Andy Bergman, as principal, is a natural person with
voting and dispositive power over the shares listed in the table
as held by PRB Investors, L.P.}

^{Castine Partners, LP is controlled by its general
partner, Castine Management GP, LLC. Paul D. Magidson is a
natural person and managing member of Castine Management GP, LLC
and may be deemed to have voting and dispositive power over the
shares listed in the table as held by Castine Partners,
LP.}

^{Castine Partners II, LP is controlled by its general
partner, Castine Management GP, LLC. Paul D. Magidson is a
natural person and managing member of Castine Management GP, LLC
and may be deemed to have voting and dispositive power over the
shares listed in the table as held by Castine Partners II,
LP.}

^{Castine Offshore Fund, LTD. is controlled by its
investment manager, Castine Capital Management, LLC. Paul D.
Magidson is a natural person and managing member of Castine
Capital Management, LLC and may be deemed to have voting and
dispositive power over the shares listed in the table as held by
Castine Offshore Fund, LTD.}

^{Choral Financial Fund LP is controlled by its general
partner, Choral Capital, LLC. Bradley J. Ness is a natural person
and managing member of Choral Capital, LLC and may be deemed to
have voting and dispositive power over the shares listed in the
table as held by Choral Financial Fund, LP.}

^{JAM Special Opportunities Fund III, L.P. (JSOF III) is
controlled by its general partner, JAM Equity Partners, LLC (JEP)
. Jacobs Assets Management LLC (Jacobs) is the duly appointed
investment manager of JSOF III. Seymour Jacobs is the managing
member of JEP and Jacobs and may be deemed to have voting and
dispositive power over the shares listed in the table as held by
JSOF III.}

^{Stieven Capital GP, LLC is the general partner of
Stieven Financial Investors, L.P., and in such capacity has
voting and investment control over the shares held by this
selling stockholder. Stieven Capital Advisors, L.P. is the
investment manager of Stieven Financial Investors, L.P and
Stieven Financial Offshore Investors, Ltd., and in such capacity
has voting and investment control over the shares held by both of
these selling stockholders. Joseph A. Stieven, Stephen L.
Covington, Daniel M. Ellefson and Mark J. Ross are members of the
general partner and managing directors of the investment manager,
and as a result, they may each be deemed to have voting and
investment control over shares held by both of these selling
stockholders.}

^{RMB Capital Management LLC is the investment manager of
Iron Road Multi-Strategy Fund LP. RMB Capital Management LLC is
the investment manager of Iron Road Multi-Strategy Fund LP. RMB
Capital Holdings LLC (RMB Holdings) is the ultimate parent
company of RMB Capital Management LLC. The managers of RMB
Holdings are Richard M. Burridge, Jr., Frederick Paulman, Walter
Clark and along with Christopher Graff, a member and the Director
of Asset Management for RMB Holdings, are the natural persons
with voting and dispositive power over the shares listed in the
table as held by Iron Road Multi-Strategy Fund LP.}

^{RMB Capital Management LLC is the sub-advisor of Mendon
Capital Master Fund, Ltd. RMB Capital Management LLC is the
sub-advisor of Mendon Capital Master Fund, Ltd. RMB Capital
Holdings LLC (RMB Holdings) is the ultimate parent company of RMB
Capital Management LLC. The managers of RMB Holdings are Richard
M. Burridge, Jr., Frederick Paulman, Walter Clark and along with
Christopher Graff, a member and the Director of Asset Management
for RMB Holdings, are the natural persons with voting and
dispositive power over the shares listed in the table as held by
Mendon Capital Master Fund, Ltd.}

Mendon Capital QP LP	–	48,060	59,900	59,900	–	107,960	1.20%
Consector Partners, LP	–		56,338	56,338	–	56,338	0.63%
JCSD Partners, LP	–	291,335	56,338	56,338	–	347,673	3.87%
TFO GDF Fund LLC	–		191,549	191,549	–	191,549	2.13%
Malta Market Neutral Master Fund, Ltd.	–		32,394	32,394	–	32,394	0.36%
Malta Offshore, Ltd.	–		72,254	72,254	–	72,254	0.80%
Malta Hedge Fund, L.P.	–		13,577	13,577	–	13,577	0.15%
Malta Hedge Fund II, L.P.	–		163,465	163,465	–	163,465	1.82%
Basswood Opportunity Partners, LP	–		80,976	80,976	–	80,976	0.90%
Basswood Opportunity Fund, Inc.	–		62,490	62,490	–	62,490	0.69%
Basswood Financial Fund, LP	–		56,061	56,061	–	56,061	0.62%
Basswood Financial Fund, Inc.	–		14,748	14,748	–	14,748	0.16%
Basswood Financial Long Only Fund, LP	–		11,077	11,077	–	11,077	0.12%

^{RMB Capital Management LLC is the investment manager of
Mendon Capital QP LP. RMB Capital Management LLC is the
investment manager of Mendon Capital QP LP. RMB Capital Holdings
LLC (RMB Holdings) is the ultimate parent company of RMB Capital
Management LLC. The managers of RMB Holdings are Richard M.
Burridge, Jr., Frederick Paulman, Walter Clark and along with
Christopher Graff, a member and the Director of Asset Management
for RMB Holdings, are the natural persons with voting and
dispositive power over the shares listed in the table as held by
Mendon Capital QP LP.}

^{Consector Advisors, LLC is the general partner of
Consector Partners, LP. William J. Black is the natural person
with voting and dispositive power over the shares held by
Consector Partners, LP.}

^{JCSD Capital, LLC is the General Partner of JCSD
Partners, LP. Steven J. Didion and Joseph P. Colmery as managing
members of JCSD Capital, LLC are the natural persons with voting
and dispositive power over the shares listed in the table as held
by JCSD Partners, LP.}

^{TFO Manager Limited is the Managing Member of TFO GDF
Fund LLC. Abdulmohsin Al Omran, Adel Al Mangour and Arup
Asadullah, as the Directors of TFO Manager Limited, are the
natural persons with voting and dispositive power over the shares
listed in the table as held by TFO GDF Fund LLC.}

^{Maltese Capital Management LLC is the investment
manager of each of Malta Hedge Fund, L.P., Malta Hedge Fund II,
L.P., Malta Offshore, Ltd. and Malta Market Neutral Master Fund,
Ltd. Terry Maltese is the managing member of Maltese Capital
Management LLC. In such capacities, each of Maltese Capital
Management LLC and Mr. Maltese may be deemed to have voting and
dispositive power over the shares held by Malta Hedge Fund, L.P.,
Malta Hedge Fund II, L.P., Malta Offshore, Ltd. and Malta Market
Neutral Master Fund, Ltd. Each of Maltese Capital Management LLC
and Mr. Maltese disclaims beneficial ownership of these shares
except to the extent of its pecuniary interest
therein.}

^{Basswood Capital Management, L.L.C. (BCM) is the
investment manager of Basswood Opportunity Partners, LP, Basswood
Opportunity Fund, Inc., Basswood Financial Fund, LP, Basswood
Financial Fund, Inc. and Basswood Financial Long Only Fund, LP
(collectively, the Basswood Funds). Basswood Partners, L.L.C.
(BPLLC) is the general partner of each of Basswood Opportunity
Partners, LP (BOP), Basswood Financial Fund, LP (BFF), and
Basswood Financial Long Only Fund, LP (BFLOF). Matthew Lindenbaum
and Bennett Lindenbaum are the managing members of BCM and BPLLC.
BCM, Matthew Lindenbaum and Bennett Lindenbaum may be deemed to
have voting and investment power over the shares held by the
Basswood Funds. Each of BCM, Matthew Lindenbaum and Bennett
Lindenbaum disclaims beneficial ownership of the shares held by
each of the Basswood Funds except to the extent of its or his
pecuniary interest therein. BPLLC may be deemed to have voting
and investment power over the shares held by BOP, BFF and BFLOF,
and disclaims beneficial ownership of the shares held by each of
BOP, BFF and BFLOF except to the extent of its pecuniary interest
therein.}

Blue Lion Opportunity Master Fund, LP	–		84,507	84,507	–	84,507	0.94%
JH Regional Bank Fund	–		45,868	45,868	–	45,868	0.51%
JH Financial Industries Fund	–		45,002	45,002	–	45,002	0.50%
JHVIT Financial Industries Trust	–		7,722	7,722	–	7,722	0.09%
FJ Fund SP	–		32,100	32,100	–	32,100	0.36%
Financial Opportunity Fund LLC	–		169,732	169,732	–	169,732	1.89%
Siena Capital Partners Accredited, L.P.	–				–		0.01%
Siena Capital Partners I, L.P.	–		55,493	55,493	–	55,493	0.62%
EJF Financial Services Fund LP	–		133,803	133,803	–	133,803	1.49%
Endeavor Regional Bank Opportunities Fund L.P.	–		78,127	78,127	–	78,127	0.87%
Endeavor Regional Bank Opportunities Fund II LP	–		161,310	161,310	–	161,310	1.79%

^{Charles W. Griege, Jr. is a Managing Member of Blue
Lion Opportunity Master Fund, LP and is a natural person who may
be deemed to have voting and investment power over the shares
held by Blue Lion Opportunity Master Fund, LP.}

^{Manulife Asset Management (US) LLC is the investment
sub-adviser and agent for JH Regional Bank Fund, JH Financial
Industries Fund and JHVIT Financial Industries Trust. Lisa Welch
has voting power and dispositive power over the shares held by
the JH Regional Bank Fund, JH Financial Industries Fund and JHVIT
Financial Industries Trust.}

^{FJ Capital Management LLC is the sub-advisor of FJ Fund
SP. Martin Friedman is a Managing Member of FH Capital Management
LLC and is a natural person who may be deemed to have voting and
investment power over the shares held by FJ Fund SP.}

^{FJ Capital Management LLC is the Managing Member of
Financial Opportunity Fund LLC. Martin Friedman is a Managing
Member of FH Capital Management LLC and is a natural person who
may be deemed to have voting and investment power over the shares
held by FJ Fund SP.}

^{Siena Capital Management, LLC is the general partner of
each of Siena Capital Partners I, L.P. and Siena Capital Partners
Accredited, L.P., and in such capacity has direct voting and
dispositive power over the shares held by these selling
stockholders. David Abraham, Daniel Kanter, and Gregory Dingens
are members of Siena Capital Management, LLC and in such capacity
have indirect voting and dispositive power for the shares held by
these selling stockholders. Siena Capital Management, LLC, Siena
Capital Partners I, L.P. and Siena Capital Partners Accredited,
L.P. are affiliated with a broker-dealer. Siena Capital Partners
I, L.P. and Siena Capital Partners Accredited, L.P. purchased the
shares being registered in the ordinary course of business and
did not have any agreement or understanding, at the time of
purchase, directly or indirectly, with any person to distribute
the shares.}

^{EJF Financial Services GP, LLC is the general partner
of EJF Financial Services Fund, L.P. EJF Capital LLC is the sole
member of EJF Financial Services GP, LLC. Emanuel J. Friedman,
Chief Executive Officer of EJF Capital LLC, is deemed to have
voting and dispositive power over the shares listed in the table
as held by EJF Financial Services Fund, L.P.}

^{Endeavour Capital Management, L.L.C. is the general
partner and Endeavour Capital Advisors Inc. is the investment
advisor of Endeavor Regional Bank Opportunities Fund L.P. and
Endeavor Regional Bank Opportunities Fund II LP. Laurence Austin
and Mitchell Katz are the ultimate controlling persons of
Endeavour Capital Management, L.L.C. and Endeavour Capital
Advisors Inc. and as such are the natural persons having voting
and dispositive power over the shares listed in the table as held
by Endeavor Regional Bank Opportunities Fund L.P. and Endeavor
Regional Bank Opportunities Fund II LP.}

Hot Creek Investors, L.P.	–		56,338	56,338	–	56,338	0.63%
David and Patty Bomboy*	–	110,995	14,085	14,085	–	125,080	1.39%
E. Ricky Gibson*	–	93,244	3,775	3,775	–	97,019	1.08%
Charles R. Lightsey*	–		28,169	28,169	–	28,169	0.89%
Oak Grove Land Co, Inc.**	–	134,713	5,634	5,634	–	140,347	1.56%
Ted Parker*	–	70,813	9,859	9,859	–	80,672	0.90%
J. Douglas Seidenburg*	–	82,656	11,584	11,584	–	94,240	1.05%
M.D. Outdoor LLC	–	–	2,500	2,500	–	2,500	0.03%
Andrew D. Stetelman*	–	42,283	5,634	5,634	–	47,917	0.53%
M. Ray and Cindy Cole***	–	63,136	2,000	2,000	–	65,136	0.72%
Mary Louise Polk	–	3,161	1,408	1,408	–	4,569	0.05%
William L. Reno III	–		1,690	1,690	–	1,690	0.02%
JRP Family Properties, LLC	–		2,253	2,253	–	2,253	0.03%
Jeff B. Jones	–	2,000	2,817	2,817	–	4,817	0.05%
Christopher L. Miles	–		2,817	2,817	–	2,817	0.03%
David E. Miles	–		2,817	2,817	–	2,817	0.03%
Jacob Graham	–		2,817	2,817	–	2,817	0.03%
Ronald Blacklidge	–	1,002	5,634	5,634	–	6,636	0.07%
Beverly Carter	–		1,408	1,408	–	1,408	0.02%
Donald M. Pulliam	–		2,817	2,817	–	3,217	0.04%
Roro Clarksdale, LLC	–		5,634	5,634	–	5,634	0.06%
Edwin J. Spence	–		5,634	5,634	–	5,634	0.06%
Robert O. Tatum	–		5,634	5,634	–	5,634	0.06%
G. Marshall Smith	–	12,000	9,859	9,859	–	21,859	0.24%
Eason Leake	–		7,324	7,324	–	7,324	0.08%
Michael W. Chancellor	–	67,350	2,817	2,817	–	70,167	0.78%
William A. Alexander Jr.	–	1,000	5,634	5,634	–	6,634	0.07%
Zonda J. Walker	–		14,085	14,085	–	14,485	0.16%
Perry Parker	–	216,633	56,338	56,338	–	272,971	3.04%

^{Hot Creek Capital, L.L.C. is the General Partner of Hot
Creek Investors, L.P. Darren Tymchyshyn is the Managing Member of
Hot Creek Capital, L.L.C. and as such is the natural person
having voting and dispositive power over the shares listed in the
table as held by Hot Creek Investors, L.P.}

^{J. Douglas Seidenburg is a Member of M.D. Outdoor LLC
and as such is the natural person having voting and dispositive
power over the shares listed in the table as held by M.D. Outdoor
LLC. Mr. Seidenburg is a Director of the Company. Mr. Seidenburg
disclaims beneficial ownership of the shares held by M.D. Outdoor
LLC except to the extent of his pecuniary interest
therein.}

Charles G. Reeder	–		19,718	19,718	–	19,718	0.22%
Star Magnolia Six, L.P.	–		56,338	56,338	–	56,338	0.63%
The Thomas Milton Duff Amended and Restated Trust Agreement	–		140,845	140,845	–	140,845	1.57%
The James Ernest Duff Amended and Restated Trust Agreement	–		140,845	140,845	–	140,845	1.57%
Anna Laura Brett	–	8,317	2,253	2,253	–	10,570	0.12%
Wayne Thompson	–		2,816	2,816	–	2,816	0.03%

*	Director of the Company

**	Fred A. McMurry, a Director of the Company, is 33% owner of the company. Fred A. McMurry disclaims beneficial ownership of the shares held by Oak Grove Land Company, Inc. except to the extent of his pecuniary interest therein.

***	Mr. Cole is President and CEO of the Company and a director of the Company.

^{Additional Information about the Special
Shareholders Meeting}

^{This report is being made in respect of the proposed special
shareholders meeting of the Company. In connection with the
proposed special shareholders meeting, the Company filed with the
Securities and Exchange Commission (the SEC) a definitive proxy
statement on November 28, 2016, and may file other relevant
documents concerning the proposed special shareholders meeting.
This report does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation
of any vote or approval. BEFORE MAKING ANY VOTING DECISION,
SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND
ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH
THE PROPOSED SPECIAL SHAREHOLDERS MEETING INCORPORATED BY
REFERENCE IN THE DEFINITIVE PROXY STATEMENT BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE SPECIAL SHAREHOLDERS
MEETING. The definitive proxy statement was mailed to
shareholders of the Company on or about November 29, 2016.
Shareholders may also obtain copies of the definitive proxy
statement and other relevant documents (when they become
available) free of charge at the SECs website (www.sec.gov). In
addition, documents filed with the SEC by the Company are
available free of charge from Chandra Kidd, Corporate Secretary,
The First Bancshares, Inc., 6480 U.S. Highway 98 West,
Hattiesburg, Mississippi 39402, telephone: (601) 268-8998.}

^{The Company and certain of its directors, executive officers
and other members of management and employees may be deemed to be
participants in the solicitation of proxies from the shareholders
of the Company in connection with the proposed special
shareholders meeting. Information about the directors and
executive officers of the Company is included in the definitive
proxy statement for the special shareholders meeting as well as
in the proxy statement for its 2016 annual meeting of
shareholders, which was filed with the SEC on April 15,
2016.}

About The First Bancshares, Inc. (NASDAQ:FBMS)

The First Bancshares, Inc. is a bank holding company for The First, A National Banking Association (the Bank) located in Hattiesburg, Mississippi. The Company and the Bank engage in a general commercial and retail banking business for small to medium-sized businesses, professional concerns and individuals. The Bank offers a portfolio of loans, including mortgage loans held for sale; commercial, financial and agricultural; real estate, such as mortgage-commercial, mortgage-residential and construction; lease financing receivable, and consumer and other loans. The Banks’ investment securities portfolio is categorized into available-for-sale and held-to-maturity. The Bank primarily invests in securities of the United States Government agencies and mortgage-backed securities; states and municipal subdivisions; corporate obligations, and mutual funds. It offers a range of deposit services, including noninterest-bearing accounts and negotiable order of withdrawal (NOW) accounts.

The First Bancshares, Inc. (NASDAQ:FBMS) Recent Trading Information

The First Bancshares, Inc. (NASDAQ:FBMS) closed its last trading session down -0.05 at 27.45 with 8,418 shares trading hands.