As filed with the Securities and Exchange Commission on September 13, 2018

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)

6480 U.S. Hwy. 98 West, Suite A
Hattiesburg, Mississippi 39402
(601) 268-8998
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Donna T. (Dee Dee) Lowery
Chief Financial Officer
6480 U.S. Hwy. 98 West
Hattiesburg, Mississippi 39402
(601) 268-8998
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

With copies to:

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the proposed merger described herein have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of  “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

CALCULATION OF REGISTRATION FEE

(1)

Represents the maximum number of shares of The First Bancshares, Inc. common stock that could be issued in connection with the merger described herein. Pursuant to Rule 416, this registration statement also covers additional shares that may be issued as a result of stock splits, stock dividends or similar transactions.

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(2)

Pursuant to Rule 457(f)(2) and Rule 457(f)(3) under the Securities Act of 1933, as amended, and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is based on the book value for shares of FMB Banking Corporation common stock on June 30, 2018 ($99.16 per share) multiplied by the maximum number of such shares (312,652) that may be exchanged for the securities being registered, minus the estimated amount of cash to be paid by the registrant to FMB Banking Corporation shareholders ($15,999,966.10).

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(3)

Calculated pursuant to Rule 457(f) of the Securities Act to be $1,867.82 by multiplying the proposed maximum aggregate offering price by 0.0001245.

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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and is subject to change. The First Bancshares, Inc. may not sell the securities offered by this proxy statement/​prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION — DATED SEPTEMBER 13, 2018

Proxy Statement/Prospectus

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

To the Shareholders of FMB Banking Corporation:

The boards of directors of The First Bancshares, Inc., or First Bancshares, and FMB Banking Corporation, or FMB, have each unanimously approved the acquisition of FMB by First Bancshares. The acquisition will be accomplished pursuant to the terms of an Agreement and Plan of Merger, dated as of July 23, 2018, which we refer to as the merger agreement, by and between First Bancshares and FMB, whereby FMB will be merged with and into First Bancshares, which we refer to as the merger. Immediately following the merger of FMB with and into First Bancshares, Farmers & Merchants Bank, or Farmers & Merchants, a wholly owned bank subsidiary of FMB, will merge with and into First Bancshares’ wholly owned bank subsidiary, The First, A National Banking Association, or The First, with The First as the surviving bank, which we refer to as the bank merger.

If the merger is completed, each share of FMB common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive, at the election of each FMB shareholder, either (i) $204.70 in cash, or (ii) 5.6391 shares of First Bancshares common stock. The election of stock consideration or cash consideration will be subject to proration such that 80% of the issued and outstanding shares of FMB common stock will be exchanged for First Bancshares common stock and 20% will be exchanged for cash. As a result, if the aggregate number of shares with respect to which a valid stock or cash election has been made exceeds these limits, shareholders who have elected the form of merger consideration that has been over-subscribed in excess of these limits will have the mixture of stock consideration and cash consideration they receive adjusted in accordance with the proration procedures set forth in the merger agreement so that such limits are not exceeded.

Although the number of shares of First Bancshares common stock that FMB shareholders may choose to receive is fixed, the market value of the merger consideration will fluctuate with the market price of First Bancshares common stock and will not be known at the time FMB shareholders vote on the merger. First Bancshares common stock is currently quoted on the NASDAQ Global Market under the symbol “FBMS.” On July 23, 2018, the last full trading day before the public announcement of the merger agreement, based on the last reported sale price of First Bancshares common stock of  $36.45, the 5.6391 exchange ratio represented approximately $205.55 in value for each share of FMB common stock to be converted into First Bancshares common stock. Based on the most recent reported closing sale price of First Bancshares common stock on [•], 2018 of  $[•], the exchange ratio represented approximately $[•] in value for each shares of FMB common stock to be converted into First Bancshares common stock. FMB common stock is not listed on an exchange and is not actively traded. Based on the exchange ratio, the 80% limit on stock consideration and the number of shares of FMB common stock outstanding, the maximum number of shares of First Bancshares common stock offered by First Bancshares and issuable in the merger is 1,763,076. We urge you to obtain current market quotations for the price of First Bancshares common stock (trading symbol “FBMS”).

FMB will hold a special meeting of its shareholders, referred to as the FMB special meeting, where FMB shareholders will be asked to consider and vote upon (1) a proposal to approve the merger agreement and (2) a proposal to adjourn the FMB special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger agreement.

The FMB special meeting will be held at FMB’s executive board room located at 101 North Cherry Street, Monticello, Florida, on [•], 2018, at [•] [a.m./p.m.], Eastern Time, subject to any adjournment or postponement thereof.

Each of First Bancshares and FMB expects that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the Code, with the result that the FMB common stock exchanged for First Bancshares common stock will generally be tax-free and the FMB common stock exchanged for cash will generally be taxable as capital gain.

Your vote is important. Completion of the merger is subject to the approval of the merger agreement by the shareholders of FMB. Regardless of whether or not you plan to attend the FMB special meeting, please take the time to authorize a proxy to vote your shares in accordance with the instructions contained in this proxy statement/prospectus. Submitting a proxy now will not prevent you from being able to vote in person at the FMB special meeting.

The board of directors of FMB has determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of the shareholders of FMB, has unanimously approved the merger agreement and the merger and unanimously recommends that the shareholders of FMB vote “FOR” the proposal to approve the merger agreement and “FOR” the proposal to adjourn the FMB special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger agreement.

This proxy statement/prospectus describes the FMB special meeting, the merger, the merger agreement and the other documents related to the merger and other related matters. Please carefully read this entire proxy statement/prospectus, including “Risk Factors,” beginning on page 35, for a discussion of the risks relating to the proposed merger. You also can obtain information about First Bancshares from documents that it has filed with the Securities and Exchange Commission.

If you have any questions concerning the merger, please contact Judith A. Farmer, Corporate Secretary, at (850) 792-7428 or Ian C. Donkin, Treasurer and Director, at (850) 792-7441. We look forward to seeing you at the meeting.

 

F. Wilson Carraway, III
Chairman of the Board and Chief Executive Officer
FMB Banking Corporation

Neither the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, nor any state securities commission or any other bank regulatory agency has approved or disapproved the securities to be issued in the merger or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either First Bancshares or FMB, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this proxy statement/prospectus is [•], 2018, and it is first being mailed or otherwise delivered to the FMB shareholders on or about [•], 2018.

FMB BANKING CORPORATION
200 East Washington Street
Monticello, Florida 32344
(850) 997-2591

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on [•], 2018

To the Shareholders of FMB Banking Corporation:

A special meeting of the shareholders of FMB Banking Corporation, or FMB, will be held at FMB’s executive board room located at 101 North Cherry Street, Monticello, Florida, on [•], 2018, at [•] [a.m./​p.m.], Eastern Time, subject to any adjournment or postponement thereof, for the following purposes:

1.

To consider and vote upon a proposal, which we refer to as the merger proposal, to approve the Agreement and Plan of Merger, dated as July 23, 2018, by and between The First Bancshares, Inc., or First Bancshares, and FMB, which we refer to as the merger agreement, pursuant to which FMB will merge with and into First Bancshares, with First Bancshares as the surviving company, which we refer to as the merger, as more fully described in the accompanying proxy statement/​prospectus; and

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2.

To consider and vote upon any proposal, which we refer to as the adjournment proposal, to adjourn the special meeting of FMB shareholders, which we refer to as the FMB special meeting to a later date or dates if the board of directors of FMB determines such an adjournment is necessary to permit solicitation of additional proxies if there are not sufficient votes at the time of the FMB special meeting to constitute a quorum or to approve the merger proposal.

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No other business may be conducted at the FMB special meeting. All holders of shares of common stock of FMB of record as of 5:00 p.m. on [•], 2018, will be entitled to notice of and to vote at the FMB special meeting and any adjournments thereof. The FMB special meeting may be adjourned from time to time upon approval of holders of FMB common stock without any notice other than by announcement at the meeting of the adjournment thereof, and any and all business for which notice is hereby given may be transacted at such adjourned meeting.

Holders of FMB common stock have appraisal rights in connection with the merger entitling them to obtain payment in cash in an amount equal to the fair value of their shares of FMB common stock under applicable provisions of the Florida Business Corporation Act, or the FBCA. In order for a holder of FMB common stock to perfect his, her or its appraisal right, such holder must carefully follow the procedure set forth in the FBCA including not voting in favor of the merger proposal and providing prior notice to FMB. A copy of the applicable statutory provisions of the FBCA is included as Annex C to the accompanying proxy statement/prospectus and a summary of these provisions can be found under the caption “The Merger — Appraisal Rights,” beginning on page 71 of the proxy statement/prospectus. The merger may not be completed if the holders of 10% or more of the outstanding shares of FMB common stock exercise appraisal rights.

If you have any questions concerning the merger agreement, the merger, the FMB special meeting or the proxy statement/prospectus, would like additional copies of the proxy statement/prospectus, need a proxy card or need help voting your shares of FMB common stock, please contact Judith A. Farmer, Corporate Secretary, at (850) 792-7428 or Ian C. Donkin, Treasurer and Director, at (850) 792-7441.

By Order of the Board of Directors,

 

Judith A. Farmer
Corporate Secretary

Monticello, Florida
[•], 2018

The FMB board of directors unanimously recommends that holders of FMB common stock entitled to vote at the FMB special meeting vote “FOR” the merger proposal and “FOR” the adjournment proposal.

Your Vote is Very Important

A proxy card is enclosed. Whether or not you plan to attend the FMB special meeting, if you are a holder of shares of FMB common stock, please vote by completing, signing and dating the proxy card and promptly mailing it in the enclosed envelope. You may revoke your proxy in the manner described in the proxy statement/prospectus at any time before it is exercised. If you are a holder of shares of FMB common stock and attend the FMB special meeting, you may vote in person if you desire, even if you have previously returned your proxy card.

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about First Bancshares from documents filed with the Securities and Exchange Commission, or SEC, that are not included in or delivered with this proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by First Bancshares at no cost from the SEC’s website at http://www.sec.gov. You may also request copies of these documents, including documents incorporated by reference in this proxy statement/prospectus, at no cost by contacting First Bancshares at the contact information set forth below:

The First Bancshares, Inc.
6480 U.S. Hwy, 98 West
Hattiesburg, Mississippi 39402
Attention: Secretary
Telephone: (601) 268-8998

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five business days before the date of the special meeting, or [•], 2018.

If you are a FMB shareholder and have any questions about the merger agreement, the merger, the FMB special meeting or the proxy statement/prospectus, would like additional copies of the proxy statement/prospectus, need a proxy card or need help voting your shares of FMB common stock, please contact Judith A. Farmer, Corporate Secretary, at (850) 792-7428 or Ian C. Donkin, Treasurer and Director, at (850) 792-7441.

You should rely only on the information contained in or incorporated by reference into this document. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this document. This document is dated [•], 2018, and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this proxy statement/prospectus from another document is accurate as of the date of such other document. Neither the mailing of this document to FMB shareholders nor the issuance by First Bancshares of shares of First Bancshares common stock in connection with the merger will create any implication to the contrary.

This document does not constitute an offer to sell, or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this document regarding FMB has been provided by FMB and information contained in this document regarding First Bancshares has been provided by First Bancshares. See “Where You Can Find More Information” for more details.

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS

The following are answers to some questions that FMB shareholders may have regarding the proposed transaction between First Bancshares and FMB and the proposals being considered at the FMB special meeting. First Bancshares and FMB urge you to read carefully this entire proxy statement/prospectus, including the annexes, and the documents incorporated by reference into this proxy statement/prospectus, because the information in this section does not provide all the information that might be important to you.

Unless the context otherwise requires, references in this proxy statement/prospectus to: (1) “First Bancshares” refer to The First Bancshares, Inc., a Mississippi corporation, and its affiliates; (2) “The First” refer to The First, A National Banking Association, a national banking association and the wholly owned bank subsidiary of First Bancshares; (3) “FMB” refer to FMB Banking Corporation, a Florida corporation, and its affiliates; and (4) “Farmers & Merchants” refer to Farmers & Merchants Bank, a Florida state-chartered bank and the wholly owned bank subsidiary of FMB.

Q:

Why am I receiving this proxy statement/prospectus?

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A:

First Bancshares and FMB have entered into an Agreement and Plan of Merger, dated as of July 23, 2018, which we refer to as the merger agreement. Pursuant to the merger agreement, FMB will merge with and into First Bancshares, with First Bancshares as the surviving company, which we refer to as the merger. Immediately after the merger, Farmers & Merchants, a wholly owned bank subsidiary of FMB, will merge with and into First Bancshares’ wholly owned bank subsidiary, The First, with The First as the surviving bank, which we refer to as the bank merger. A copy of the merger agreement is included in this proxy statement/prospectus as Annex A.

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The merger cannot be completed unless, among other things, the majority of the outstanding shares of FMB common stock entitled to vote at the FMB special meeting vote in favor of the proposal to approve the merger agreement, which we refer to as the merger proposal.

In addition, FMB is soliciting proxies from its shareholders with respect to a proposal to approve one or more adjournments of the FMB special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of such adjournment to approve the merger proposal, which we refer to as the adjournment proposal.

This proxy statement/prospectus contains important information about the merger agreement, the merger and the proposals being voted on at the FMB special meeting, and you should read it carefully. This is a proxy statement/prospectus because (1) FMB is soliciting proxies from the FMB shareholders and the proxy statement provides important information about the FMB special meeting to vote on the merger proposal and the adjournment proposal, and (2) First Bancshares will issue shares of First Bancshares common stock to holders of FMB common stock in connection with the merger, and the prospectus provides important information about such shares. The enclosed materials allow FMB shareholders to authorize a proxy to vote their shares without attending the FMB special meeting.

Your vote is important. We encourage you to authorize your proxy as soon as possible.

Q:

What will I receive in the merger?

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A:

If the merger is completed, each share of FMB common stock issued and outstanding immediately prior to the effective time of the merger (other than shares of shareholders exercising appraisal rights) will be converted into the right to receive, at the election of each FMB shareholder, either (i) $204.70 in cash, which we refer to as the cash consideration, or (ii) 5.6391 shares of First Bancshares common stock, which we refer to as to the stock consideration. The election of stock consideration or cash consideration will be subject to proration such that 80% of the issued and outstanding shares of FMB common stock will be exchanged for First Bancshares common stock and 20% will be exchanged for cash. As a result, if the aggregate number of shares with respect to which a valid stock or cash election has been made exceeds these limits, shareholders who have elected the form of merger consideration that has been over-subscribed in excess of these limits will have the mixture of stock consideration and cash consideration they receive adjusted in accordance with the proration procedures set forth in the merger agreement so that such limits are not exceeded. The stock consideration and the cash consideration are collectively referred to as the merger consideration.

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FMB may terminate the merger if  (i) the average closing price of First Bancshares common stock over the 20 trading days preceding the date that is five days prior to the closing date is less than $30.98, and (ii) the decline in the price of First Bancshares common stock (as measured by the average closing price divided by $36.45) is more than 15% greater than the decline in the KBW Regional Banking Index (KRX) (as measured by dividing the average closing price of the KBW Regional Banking Index over the 20 trading days preceding the date that is five days prior to the closing date by $118.48); provided, however, First Bancshares has the option, but not the obligation, to adjust the exchange ratio to prevent the termination of merger agreement such that the total stock consideration would be worth at least $54,400,000.

First Bancshares will not issue any fractional shares of First Bancshares common stock in the merger. FMB shareholders who would otherwise be entitled to a fractional share of First Bancshares common stock upon the completion of the merger will instead receive an amount in cash (without interest and rounded to the nearest whole cent) determined by multiplying the fractional share interest in First Bancshares common stock (rounded to the nearest one hundredth of a share) by $204.70.

Q:

How do I make an election to receive First Bancshares common stock or cash for my FMB common stock?

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A:

Each holder of record of FMB common stock will be mailed a form of election/letter of transmittal and other appropriate and customary transmittal materials not less than 20 business days prior to the election deadline. The deadline for holders of FMB common stock to elect the form of the merger consideration they want to receive is the later of  (i) the date of the special meeting of FMB shareholders and (ii) the date which First Bancshares and FMB agree is five business days prior to the anticipated effective time of the merger, which we refer to as the election deadline. The election form will specify the election deadline. Each holder of FMB common stock should specify in the election form (1) the number of shares of FMB common stock which such shareholder elects to have exchanged for the stock consideration, and (2) the number of shares of FMB common stock such shareholder elects to have exchanged for the cash consideration. All such elections are subject to adjustment as described elsewhere in this proxy statement/prospectus. Holders of FMB common stock will receive their merger consideration as promptly as practicable following the effective time of the merger, subject to the holders submitting their properly completed letter of transmittal and other transmittal materials. Because of the way the election and proration procedures work, even if you submit a properly completed and signed election form, it is possible that you may not receive exactly the type of merger consideration you have elected. If you do not submit a properly completed and signed election form to the exchange agent by the election deadline, you will have no control over the type of merger consideration you will receive and, as a result, you may receive only the cash consideration, only the stock consideration or a combination of the cash and stock consideration in the merger.

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If you hold shares through the FMB Banking Corp. Employee Stock Ownership Plan, you must follow the instructions provided by the plan’s custodian or other fiduciary to make an election.

Q:

Am I guaranteed to receive the type of merger consideration that I elect?

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A:

No. If more FMB shareholders make valid elections to receive either shares of First Bancshares common stock or cash than is available as either stock or cash consideration pursuant to the terms of the merger agreement, FMB shareholders electing the over-subscribed form of merger consideration in excess of the limits provided for in the merger agreement will have the over-subscribed consideration proportionately reduced and substituted with consideration in the other form. Please see “The Merger Agreement — Merger Consideration” and “— Procedures for Converting Shares of FMB Common Stock into Merger Consideration” beginning on page 76 and page 76, respectively, for additional information about the allocation and proration procedures that will be followed in the event of over-subscriptions.

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Q:

What happens if I fail to make a valid election as to whether to receive stock or cash?

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A:

If a FMB shareholder does not return a properly completed form of election by the election deadline, such holder’s shares of FMB common stock will be considered “non-election shares” and will be

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converted into the right to receive the stock consideration or the cash consideration according to the proration procedures set forth in the merger agreement. Any shareholder who has not submitted their physical stock certificate(s) with a form of election will be sent materials after the merger closes to effect the exchange of their FMB common stock into the merger consideration.

Q:

Will the value of the stock consideration change between the date of this proxy statement/prospectus and the time the merger is completed?

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A:

Yes. The value of the stock consideration may fluctuate based upon the market value for First Bancshares common stock between the date of this proxy statement/prospectus and the completion of the merger. In the merger, FMB shareholders may choose to receive 5.6391 shares of First Bancshares common stock for each share of FMB common stock they hold. Any fluctuation in the market price of First Bancshares common stock after the date of this proxy statement/prospectus will change the value of the shares of First Bancshares common stock that FMB shareholders may receive.

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Q:

How does FMB’s board of directors recommend that I vote at the special meeting?

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A:

FMB’s board of directors unanimously recommends that you vote “FOR” the merger proposal and “FOR” the adjournment proposal.

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Q:

When and where is the FMB special meeting?

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A:

The FMB special meeting will be held at FMB’s executive board room located at 101 North Cherry Street, Monticello, Florida, on [•], 2018, at [•] [a.m./p.m.], Eastern Time.

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Q:

What do I need to do now?

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A:

After you have carefully read this proxy statement/prospectus and have decided how you wish to vote your shares, please authorize a proxy to vote your shares by promptly completing and returning the enclosed proxy card so that your shares are represented and voted at the FMB special meeting. When complete, sign, date and mail your proxy card in the enclosed postage-paid return envelope as soon as possible. Submitting your proxy by mail will ensure that your shares are represented and voted at the FMB special meeting. Your proxy card must be received prior to the special meeting on [•],[•], 2018, in order to be counted.

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Q:

What constitutes a quorum for the FMB special meeting?

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A:

Holders representing at least a majority of the shares of FMB common stock entitled to vote at the FMB special meeting must be present, in person or represented by proxy, to constitute a quorum. Abstentions, if any, will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum. If a quorum is not present, the FMB special meeting will be postponed until the holders of the number of shares of FMB common stock required to constitute a quorum attend. If you submit a properly executed proxy card, even if you abstain from voting, your shares of FMB common stock will be counted for purposes of determining whether a quorum is present at the FMB special meeting. If additional votes must be solicited to approve the merger proposal, it is expected that the FMB special meeting will be adjourned to solicit additional proxies.

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Q:

What is the vote required to approve each proposal?

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A:

The merger proposal requires the affirmative vote of a majority of the outstanding shares of FMB common stock entitled to vote at the FMB special meeting. The adjournment proposal requires the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the matter.

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Q:

What would happen if the adjournment proposal does not get approved by FMB shareholders?

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A:

The completion of the merger is not conditioned upon shareholder approval of the adjournment proposal. If the adjournment proposal is not approved and there are not sufficient votes at the time of the FMB special meeting to constitute a quorum or to approve the merger proposal, then the FMB board of directors will not have the ability to adjourn to solicit additional votes and the merger proposal will not be approved.

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Q:

Why is my vote important?

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A:

If you do not submit a proxy or vote in person, it may be more difficult for FMB to obtain the necessary quorum to hold the special meeting. In addition, your failure to submit a proxy or vote in person or abstention will have the same effect as a vote against approval of the merger proposal. The merger proposal must be approved by the affirmative vote of the holders of at least a majority of the outstanding shares of FMB common stock. FMB’s board of directors unanimously recommends that you vote “FOR” the proposal to approve the merger proposal.

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Q:

How many votes do I have?

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A:

FMB shareholders are entitled to one vote on each proposal to be considered at the special meeting for each share of FMB common stock owned as of the close of business on [•], 2018, which is the record date for the FMB special meeting.

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Q:

How do I vote?

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A:

If you are a shareholder of record, you may have your shares of FMB common stock voted on the matters to be presented at the FMB special meeting in any of the following ways:

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•

You may vote by mail.   You may vote by mail by completing, signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope.

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•

You may vote in person at the meeting.   You may vote by attending the special meeting and casting your vote in person.

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If you hold shares through the FMB Banking Corp. Employee Stock Ownership Plan, you must follow the instructions provided by the plan’s custodian or other fiduciary to vote your shares.

Q:

Do FMB directors and executive officers have interests in the merger that are different from, or in addition to, my interests?

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A:

Yes. In considering the recommendation of the FMB board of directors with respect to the merger agreement, you should be aware that FMB’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of FMB’s shareholders generally. Interests of officers and directors that may be different from or in addition to the interests of FMB’s shareholders include but are not limited to, the receipt of continued indemnification and directors’ and officers’ insurance coverage under the merger agreement, the payment of change in control payments to certain executives and the continuation of payments to certain directors under deferred income agreements.

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Q:

What if I abstain from voting, fail to authorize a proxy or fail to vote in person?

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A:

If you mark “ABSTAIN” on your proxy with respect to the merger proposal, fail to authorize a proxy or fail to vote in person at the FMB special meeting, it will have the same effect as a vote “AGAINST” the merger proposal. If you mark “ABSTAIN” on your proxy with respect to the adjournment proposal, it will have the same effect as a vote “AGAINST” the adjournment proposal. If you fail to authorize a proxy or vote in person at the FMB special meeting with respect to the adjournment proposal, it will have no effect on the adjournment proposal. If you sign your proxy but do not indicate your vote, your proxy will be voted “FOR” each proposal.

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Q:

Can I attend the special meeting and vote my shares in person?

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A:

Yes. All FMB shareholders as of the record date, including shareholders of record and shareholders who hold their shares through any other holder of record, are invited to attend the FMB special meeting. Holders of record of FMB common stock can vote in person at the FMB special meeting. If you are not a shareholder of record, you must obtain a proxy, executed in your favor, from the record holder of your shares to be able to vote in person at the FMB special meeting. If you plan to attend the FMB special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. FMB reserves the right to refuse admittance to

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4

anyone without proper proof of share ownership. The use of cameras, sound recording equipment, communications devices or any similar equipment during the FMB special meeting is prohibited without express written consent. Even if you plan to attend the special meeting, FMB encourages you to vote by proxy so your vote will be counted if you later decide not to attend the special meeting.

Q:

Can I change my vote?

​

A:

Yes. If you are a holder of record of FMB common stock, you may revoke your proxy at any time prior to the FMB special meeting by: (1) delivering a written notice of revocation to Judith A. Farmer, Corporate Secretary, FMB Banking Corporation, 200 East Washington Street, Monticello, Florida 32344, (2) by returning a duly executed proxy card bearing a later date than the date with which your original proxy card was dated, or (3) by attending the FMB special meeting and voting in person. Your attendance at the FMB special meeting will not, however, constitute a vote or revocation of a prior proxy.

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Q:

What are the material U.S. federal income tax consequences of the merger to U.S. holders of shares of FMB common stock?

​

A:

Each of First Bancshares and FMB expects that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that the merger agreement will constitute a “plan or reorganization” as such term is used in Sections 354 and 361 of the Code. Assuming the merger so qualifies, a U.S. holder of FMB common stock generally will not recognize gain or loss with respect to the receipt of the stock consideration, except with respect to cash received in lieu of a fractional share. If a U.S. holder exchanges its shares of FMB common stock solely for cash, the U.S. holder will generally recognize gain or loss on the exchange measured by the difference between the amount of cash received in the exchange and the U.S. holder’s basis in the shares of FMB common stock surrendered in exchange for such cash. If a U.S. holder exchanges its shares of FMB common stock for a combination of First Bancshares common stock and cash, the U.S. holder should generally recognize gain, but not loss, on the exchange to the extent of the lesser of cash received or gain realized in the exchange. The amount of gain realized will generally equal the amount by which the cash plus the fair market value, at the effective time of the merger, of the First Bancshares common stock exceeds the shareholder’s adjusted tax basis in its FMB common stock surrendered in exchange therefor.

​

For further information, see “The Merger — Material U.S. Federal Income Tax Considerations.”

The U.S. federal income tax consequences described above may not apply to all holders of FMB common stock. Your particular tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your independent tax advisor for a full understanding of the particular tax consequences of the merger to you.

Q:

Are FMB shareholders entitled to exercise appraisal rights?

​

A:

Yes. If a FMB shareholder wants to exercise appraisal rights and receive the fair value of shares of FMB common stock in cash instead of the merger consideration, then you must file a written objection with FMB prior to the FMB special meeting stating, among other things, that you will exercise your appraisal right if the merger is completed. Also, you may not vote in favor of the merger agreement and must follow other procedures, both before and after the FMB special meeting, as described in Annex C to this proxy statement/prospectus. Note that if you return a signed proxy card without voting instructions or with instructions to vote “FOR” the merger agreement, then your shares will automatically be voted in favor of the merger agreement and you will lose all appraisal rights available under Florida law. A summary of these provisions can be found under “The Merger — Appraisal Rights” beginning on page 71 and detailed information about the special meeting can be found under “Information About the FMB Special Meeting” on page 42. Due to the complexity of the procedures for exercising the right to seek appraisal, FMB shareholders who are considering exercising such rights are encouraged to seek the advice of legal counsel. Failure to strictly comply with the applicable Florida law provisions will result in the loss of the right of appraisal.

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5

Pursuant to the merger agreement, the merger may not be completed if appraisal rights are properly asserted with respect to 10% or more of the outstanding shares of FMB common stock.

Q:

Should I send my FMB stock certificates with my proxy card for the FMB special meeting?

​

A:

No. You should NOT send your FMB stock certificates with your proxy card. First Bancshares, through its appointed exchange agent, will send FMB shareholders separate instructions for exchanging FMB stock certificates for the merger consideration.

​

Q:

What happens if I sell or transfer ownership of shares of FMB common stock after the record date for the FMB special meeting?

​

A:

The record date for the FMB special meeting is earlier than the expected date of completion of the merger. Therefore, if you sell or transfer ownership of your shares of FMB common stock after the record date for the FMB special meeting, but prior to completion of the merger, you will retain the right to vote at the FMB special meeting, but the right to receive the merger consideration will transfer with the shares of FMB common stock.

​

Q:

Whom may I contact if I cannot locate my FMB stock certificate(s)?

​

A:

If you are unable to locate your original FMB stock certificate(s), you should contact Judith A. Farmer, Corporate Secretary, at (850) 792-7428. Generally, merger consideration for lost certificates cannot be delivered except upon the making of an affidavit claiming such certificate to be lost, stolen or destroyed and the posting of a bond in such amount as First Bancshares or the exchange agent may determine is reasonably necessary as indemnity against any claim that may be made with respect to such lost certificate.

​

Q:

When do you expect to complete the merger?

​

A:

First Bancshares and FMB expect to complete the merger in the fourth quarter of 2018. However, neither First Bancshares nor FMB can assure you when or if the merger will occur. First Bancshares and FMB must first obtain the approval of FMB shareholders for the merger proposal, as well as the necessary regulatory approvals.

​

Q:

What happens if the merger is not completed?

​

A:

If the merger is not completed, holders of FMB common stock will not receive any consideration for their shares of FMB common stock that otherwise would have been received in connection with the merger. Instead, FMB will remain an independent company. If the merger is completed but, for any reason, the bank merger is not completed, it will have no impact on the consideration to be received by holders of FMB common stock.

​

Q:

Whom should I call with questions?

​

A:

If you have any questions concerning the merger agreement, the merger or this proxy statement/​prospectus, would like additional copies of this proxy statement/prospectus or need help voting your shares of FMB common stock, please contact: Judith A. Farmer, Corporate Secretary, at (850) 792-7428 or Ian C. Donkin, Treasurer and Director, at (850) 792-7441.

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6

7

8

9

10

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11

12

13

14

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First Bancshares Common Stock

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​

Implied Value of One Share of FMB Common Stock to be Converted into First Bancshares Common Stock

​

July 23, 2018

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$

36.45

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​

$

205.55

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[•], 2018

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[•]

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[•]

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15

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Some of the statements contained or incorporated by reference in this proxy statement/prospectus contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about the financial condition, results of operations, earnings outlook and business plans, goals, expectations and prospects of First Bancshares, FMB and the combined company following the proposed merger and statements for the period after the merger. Words such as “anticipate,” “believe,” “feel,” “expect,” “estimate,” “indicate,” “seek,” “strive,” “plan,” “intend,” “outlook,” “forecast,” “project,” “position,” “target,” “mission,” “contemplate,” “assume,” “achievable,” “potential,” “strategy,” “goal,” “aspiration,” “outcome,” “continue,” “remain,” “maintain,” “trend,” “objective” and variations of such words and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may” or similar expressions, as they relate to First Bancshares, FMB, the proposed merger or the combined company following the merger often identify forward-looking statements, although not all forward-looking statements contain such words.

These forward-looking statements are predicated on the beliefs and assumptions of management based on information known to management as of the date of this proxy statement/prospectus and do not purport to speak as of any other date. Forward-looking statements may include descriptions of the expected benefits and costs of the transaction; forecasts of revenue, earnings or other measures of economic performance, including statements of profitability, business segments and subsidiaries; management plans relating to the merger; the expected timing of the completion of the merger; the ability to complete the merger; the ability to obtain any required regulatory, shareholder or other approvals; any statements of the plans and objectives of management for future or past operations, including the execution of integration plans; any statements of expectation or belief and any statements of assumptions underlying any of the foregoing.

The forward-looking statements contained or incorporated by reference in this proxy statement/prospectus reflect the view of management as of this date with respect to future events and are subject to risks and uncertainties. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, actual results could differ materially from those anticipated by the forward-looking statements or historical results. Such risks and uncertainties include, among others, the following possibilities:

•

the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, including a termination of the merger agreement under circumstances that could require FMB to pay a termination fee to First Bancshares;

​

•

the inability to complete the merger contemplated by the merger agreement due to the failure to satisfy conditions necessary to close the merger, including the receipt of the requisite approvals of FMB shareholders;

​

•

the risk that a regulatory approval that may be required for the merger is not obtained or is obtained subject to conditions that are not anticipated;

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•

risks associated with the timing of the completion of the merger;

​

•

management time and effort may be diverted to the resolution of merger-related issues;

​

•

the risk that the businesses of First Bancshares and FMB will not be integrated successfully, or such integration may be more difficult, time-consuming or costly than expected;

​

•

First Bancshares’ ability to achieve the synergies and value creation contemplated by the proposed merger with FMB;

​

•

the expected growth opportunities or costs savings from the merger with FMB may not be fully realized or may take longer to realize than expected;

​

•

revenues following the transaction may be lower than expected as a result of losses of customers or other reasons;

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16

•

potential deposit attrition, higher than expected costs, customer loss and business disruption associated with First Bancshares’ integration of FMB, including, without limitation, potential difficulties in maintaining relationships with key personnel;

​

•

the outcome of any legal proceedings that may be instituted against First Bancshares or FMB or their respective boards of directors;

​

•

general economic conditions, either globally, nationally, in the States of Mississippi or Florida, or in the specific markets in which First Bancshares or FMB operate;

​

•

limitations placed on the ability of First Bancshares and FMB to operate their respective businesses by the merger agreement;

​

•

the effect of the announcement of the merger on First Bancshares’ and FMB’s business relationships, employees, customers, suppliers, vendors, other partners, standing with regulators, operating results and businesses generally;

​

•

customer acceptance of the combined company’s products and services;

​

•

the amount of any costs, fees, expenses, impairments and charges related to the merger;

​

•

fluctuations in the market price of First Bancshares common stock and the related effect on the market value of the merger consideration that FMB shareholders will receive upon completion of the merger;

​

•

the introduction, withdrawal, success and timing of business initiatives;

​

•

significant increases in competition in the banking and financial services industry;

​

•

legislation, regulatory changes or changes in monetary or fiscal policy that adversely affect the businesses in which First Bancshares or FMB are engaged, including potential changes resulting from currently proposed legislation;

​

•

credit risk of borrowers, including any increase in those risks due to changing economic conditions;

​

•

changes in consumer spending, borrowing, and savings habits;

​

•

competition among depository and other financial institutions;

​

•

liquidity risk affecting First Bancshares’ or FMB’s banks’ ability to meet their obligations when they become due;

​

•

interest rate risk involving the effect of a change in interest rates;

​

•

compliance risk resulting from violations of, or nonconformance with, laws, rules, regulations, prescribed practices or ethical standards;

​

•

strategic risk resulting from adverse business decisions or improper implementation of business decisions;

​

•

reputational risk that adversely affects earnings or capital arising from negative public opinion;

​

•

terrorist activities risk that results in loss of consumer confidence and economic disruptions; and

​

•

other risks and uncertainties detailed from time to time in First Bancshares’ SEC filings.

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17

Any forward-looking statements made in this proxy statement/prospectus or in any documents incorporated by reference into this proxy statement/prospectus, are subject to the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this proxy statement/prospectus or the date of any document incorporated by reference in this proxy statement/prospectus. First Bancshares and FMB do not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made, unless and only to the extent otherwise required by law. All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this proxy statement/prospectus and attributable to First Bancshares, FMB or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus.

18

SELECTED CONSOLIDATED HISTORICAL FINANCIAL INFORMATION OF
FIRST BANCSHARES

The following selected consolidated financial information for the fiscal years ended December 31, 2013 through December 31, 2017 is derived from audited consolidated financial statements of First Bancshares. The consolidated financial information as of and for the six months ended June 30, 2018 and 2017 is derived from unaudited consolidated financial statements and, in the opinion of First Bancshares’ management, reflects all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of these data for those dates. The selected consolidated income data for the six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2018. You should not assume the results of operations for any past periods indicate results for any future period. You should read this information in conjunction with First Bancshares’ consolidated financial statements and related notes thereto included in First Bancshares’ Annual Report on Form 10-K for the year ended December 31, 2017, and in First Bancshares’ Quarterly Report on Form 10-Q for the six months ended June 30, 2018, each of which are incorporated by reference into this proxy statement/​prospectus. See “Where You Can Find More Information.”

19

(1)

We report net interest margin on a fully tax equivalent basis, which calculation is not in accordance with GAAP. The tax equivalent adjustment to net interest income recognizes the income tax savings when comparing taxable and tax-exempt assets and assumes a 34% tax rate. Management believes that it is a standard practice in the banking industry to present net interest margin on a fully tax equivalent basis, and believes it enhances the comparability of income and expenses arising from taxable and nontaxable sources. Net interest margin on a fully tax equivalent basis should not be viewed as a substitute for net interest margin provided in accordance with GAAP.

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20

SELECTED CONSOLIDATED HISTORICAL FINANCIAL INFORMATION OF FMB

The following selected historical consolidated financial data as of and for the fiscal years ended December 31, 2016 and December 31, 2017 is derived from the audited consolidated financial statements of FMB. The following selected historical consolidated financial data as of and for the six months ended June 30, 2018 and 2017 is derived from the unaudited consolidated financial statements of FMB and has been prepared on the same basis as the selected historical consolidated financial data derived from the audited consolidated financial statements and, in the opinion of FMB’s management, reflects all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this data for those dates.

The results of operations as of and for the six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 or any future period. You should read the following selected historical consolidated financial data in conjunction with FMB Management’s Discussion and Analysis of Financial Condition and Results of Operations and FMB’s audited consolidated financial statements and accompanying notes for the years ended December 31, 2017, 2016 and 2015 and FMB Management’s Discussion and Analysis of Financial Condition and Results of Operations and FMB’s unaudited consolidated financial statements and accompanying notes for the six months ended June 30, 2018, each of which are included in this proxy statement/prospectus.

21

22

UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma combined consolidated financial information and accompanying notes show the impact on the historical financial conditions and results of operations of First Bancshares and FMB and have been prepared to illustrate the effects of the merger under the acquisition method of accounting. See “The Merger — Accounting Treatment.”

The unaudited pro forma combined consolidated balance sheet as of June 30, 2018 is presented as if the FMB merger had occurred on June 30, 2018. The unaudited pro forma combined consolidated statements of income for the year ended December 31, 2017 and for the six month period ended June 30, 2018 are presented as if the merger had occurred on January 1, 2017. The historical consolidated financial information has been adjusted to reflect factually supportable items that are directly attributable to the merger and, with respect to the income statement only, expected to have a continuing impact on consolidated results of operations, and, as such, First Bancshares’ one-time merger costs for the merger are not included. The historical results of operations for Southwest Banc Shares, Inc. (“Southwest”) for the period of January 1, 2018 through February 28, 2018 (the Southwest merger transaction closed on March 1, 2018) are included in the unaudited pro forma combined consolidated statement of income for the six months ended June 30, 2018. The historical results of operations for Sunshine Financial, Inc. (“Sunshine”) for the period of January 1, 2018 through March 31, 2018 (the Sunshine merger transaction closed on April 1, 2018) are included in the unaudited pro forma combined consolidated statement of income for the six months ended June 30, 2018. The historical results of operations for Southwest and Sunshine for the period of year ended December 31, 2017 are included in the unaudited pro forma combined consolidated statement of income for the year ended December 31, 2017. The unaudited pro forma combined statements of income for the year ended December 31, 2017 and for the six months ended June 30, 2018 assume the Southwest and Sunshine mergers were completed on January 1, 2017. No pro forma adjustments for Southwest and Sunshine are presented for the unaudited pro forma combined consolidated balance sheet since both transactions are already reflected in First Bancshares’ historical financial condition at June 30, 2018.

The unaudited pro forma combined consolidated financial statements are provided for informational purposes only. The unaudited pro forma combined consolidated financial statements are not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the mergers been completed as of the dates indicated or that may be achieved in the future. The preparation of the unaudited pro forma combined consolidated financial statements and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma combined consolidated financial statements should be read together with:

•

The accompanying notes to the unaudited pro forma combined consolidated financial statements;

​

•

First Bancshares’ unaudited consolidated financial statements and accompanying notes as of and for the six months ended June 30, 2018, included in First Bancshares’ Quarterly Report on Form 10-Q for the six months ended June 30, 2018, which is incorporated by reference into this proxy statement/prospectus;

​

•

First Bancshares’ audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2017, included in First Bancshares’ Annual Report on Form 10-K for the year ended December 31, 2017, which is incorporated by reference into this proxy statement/prospectus;

​

•

FMB’s unaudited consolidated financial statements and accompanying notes as of and for the six months ended June 30, 2018, beginning on F-[•] in this proxy statement/prospectus; and

​

•

FMB’s audited consolidated financial statements and accompanying notes as of the year ended December 31, 2017, beginning on F-[•] in this proxy statement/prospectus.

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23

THE FIRST BANCSHARES, INC.
 
PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of June 30, 2018
(in thousands)
(unaudited)

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

24

THE FIRST BANCSHARES, INC.
 
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the year ended December 31, 2017
(in thousands, except per share data)
(unaudited)