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SUMMARY

This summary highlights selected information from this proxy statement/prospectus. It may not contain all of the information that is important to you. We urge you to read carefully the entire proxy statement/prospectus, including the annexes, and the other documents to which we refer in order to fully understand the merger. See “Where You Can Find More Information.” Each item in this summary refers to the page of this proxy statement/prospectus on which that subject is discussed in more detail.

The Companies (page 94)

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

First Bancshares was incorporated in Mississippi on June 23, 1995 and serves as the bank holding company for The First, headquartered in Hattiesburg, Mississippi. First Bancshares is a registered financial holding company. As of June 30, 2018, First Bancshares had consolidated assets of  $2.5 billion, loans of $1.7 billion, deposits of  $2.1 billion, and shareholders’ equity of  $285.8 million. First Bancshares operates 56 full service branches, one motor branch and four loan production offices in Mississippi, Alabama, Louisiana and Florida. The First’s deposits are insured by the FDIC.

Additional information about First Bancshares and its subsidiaries is included in documents incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information.”

FMB Banking Corporation
200 East Washington Street
Monticello, Florida 32344
(850) 997-2591

FMB, a Florida corporation, is a bank holding company headquartered in Monticello, Florida that was incorporated in 1982. Through its bank subsidiary, Farmers & Merchants Bank, a Florida state-chartered bank organized in 1906, FMB offers a relationship-driven community banking model to its customers designed to provide a personalized and tailored financial experience. FMB operates six full-service banking offices, including its headquarters in Monticello, Florida, which is approximately 30 miles northeast of Tallahassee, Florida, four branch offices in Tallahassee, Florida and one branch office in Thomasville, Georgia. FMB and Farmers & Merchants have no other subsidiaries. As of June 30, 2018, FMB had total assets of approximately $481 million, total loans of  $329 million, total deposits of $422 million and total shareholders’ equity of  $39 million. Farmers & Merchants’ deposits are insured by the FDIC.

Additional information about FMB and its subsidiaries is included below under “The Companies” beginning on page 94.

The Merger

The Merger Agreement (page 75)

First Bancshares and FMB entered into an Agreement and Plan of Merger, dated as of July 23, 2018, which we refer to as the merger agreement. The merger agreement governs the merger. The merger agreement is included in this proxy statement/prospectus as Annex A. All descriptions in this summary and elsewhere in this proxy statement/prospectus of the terms and conditions of the merger are qualified by reference to the merger agreement. Please read the merger agreement carefully for a more complete understanding of the merger.

The Merger (page 46)

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.

The Merger Consideration (page 76)

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. 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 $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. The most recent reported closing sale price of First Bancshares common stock on September 24, 2018 was $40.05. 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.

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 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.

Election and Exchange Procedures (page 76)

At least 20 business days prior to the later of  (1) the date of the FMB shareholders’ meeting or (2) a date agreed upon by FMB and First Bancshares that is as near as practicable to five business days prior to the expected closing date, which date we refer to as the election deadline, First Bancshares will cause the exchange agent to send the FMB shareholders election forms, which will include the appropriate form of letter of transmittal. FMB shareholders can specify on such election form the number of their shares of FMB common stock for which they desire to receive the cash consideration, the number of shares for which they desire to receive the stock consideration or to indicate that such shareholder has no preference as to the receipt of the cash consideration or stock consideration. The election forms must be returned to the exchange agent, along with certificates representing the shares subject to such election form, or a customary

affidavit of loss and indemnity agreement, by the election deadline. Any shares of FMB common stock for which an election has not been properly made by the election deadline will be considered non-election shares. No later than five business days after the effective time of the merger, the exchange agent will allocate the merger consideration, as discussed in further detail below under “The Merger Agreement —  Procedures for Converting Shares of FMB Common Stock into Merger Consideration.” However, pursuant to the merger agreement, the total mix of cash consideration and stock consideration to be issued by First Bancshares to holders of FMB common stock will be fixed at 80% stock and 20% cash.

Exchange Procedures (page 74)

The conversion of FMB common stock into the right to receive the merger consideration will occur automatically at the effective time of the merger. After completion of the merger, the exchange agent will exchange certificates representing shares of FMB common stock for the merger consideration to be received pursuant to the terms of the merger agreement.

Ancillary Agreements

Voting Agreements (page 92)

As a condition to First Bancshares entering into the merger agreement, all directors of FMB and Farmers & Merchants who have voting power over shares of FMB common stock entered into voting agreements in the form attached as Exhibit A to the merger agreement attached as Annex A to this document, pursuant to which each such person agreed, among other things, to vote the shares of FMB common stock held of record by such person (1) to approve the merger agreement and the merger (or any adjournment or postponement necessary to solicit additional proxies to approve the merger agreement and the merger) and (2) against any acquisition proposals or any actions that would result in a breach of any covenant, representation or warranty of FMB in the merger agreement.

Non-Competition and Non-Disclosure Agreements (page 93)

In addition, as a condition to First Bancshares entering into the merger agreement, each director of FMB and Farmers & Merchants entered into non-competition and non-disclosure agreements with First Bancshares in the form attached as Exhibit C to the merger agreement attached as Annex A to this document, pursuant to which each such person agreed to, among other things, (1) not disclose or use any confidential information or trade secrets of FMB for any purpose for so long as such information remains confidential information or a trade secret, (2) for a period of two years following the closing of the merger, not engage in certain competitive activities with First Bancshares, including not soliciting employees and customers of FMB, and (3) for a period of one year following the closing of the merger (depending on the director), not serve as a director or management official of another financial institution in the counties in Florida and Georgia in which Farmers & Merchants operates a banking office as of the closing of the merger and each county contiguous to each of such counties.

Claims Letters (page 93)

At the time of the execution of the merger agreement, each director of FMB and Farmers & Merchants executed a letter agreement with First Bancshares in the form attached as Exhibit D to the merger agreement attached as Annex A to this document, pursuant to which each such director released and discharged, effective upon the consummation of the merger, FMB and its subsidiaries, their respective directors and officers (in their capacities as such), and their respective successors and assigns (including First Bancshares and The First), from any and all liabilities or claims that the director has or claims to have as of the effective time of the merger, with certain exceptions.

Risk Factors Related to the Merger (page 35)

Before voting at the FMB special meeting, you should carefully consider all the information contained in or incorporated by reference into this proxy statement/prospectus in deciding how to vote for the proposals presented in the proxy statement/prospectus.

The FMB Special Meeting (page 42)

The special meeting of FMB shareholders will be held on Monday, October 29, 2018, at 2:00 p.m. Eastern Time, at FMB’s executive board room located at 101 North Cherry Street, Monticello, Florida. At the special meeting, FMB shareholders will be asked to approve:

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the merger proposal; and

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the adjournment proposal.

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Only holders of record at the close of business on September 21, 2018, the FMB record date, will be entitled to vote at the FMB special meeting. Each outstanding share of FMB common stock is entitled to one vote on each proposal to be considered at the FMB special meeting. As of the FMB record date, there were 390,815 shares of FMB common stock entitled to vote at the FMB special meeting. All directors of FMB and Farmers & Merchants have entered into voting agreements with First Bancshares, pursuant to which they have agreed, solely in their capacity as FMB shareholders, to vote all of their shares of FMB common stock in favor of the proposals to be presented at the FMB special meeting. As of the FMB record date, the directors who are parties to the voting agreements owned and were entitled to vote an aggregate of approximately 145,092 shares of FMB common stock subject to the requirements of the voting agreements, which represented approximately 37.1% of the shares of FMB common stock outstanding on that date. As of the FMB record date, the directors and executive officers of FMB and their affiliates beneficially owned and were entitled to vote 198,864 shares of FMB common stock, which represented approximately 50.88% of the shares of FMB common stock outstanding on that date. As of the FMB record date, First Bancshares and its subsidiaries did not hold any shares of FMB common stock (other than shares held as fiduciary, custodian or agent), and its directors and executive officers or their affiliates did not hold any shares of FMB common stock.

To approve the merger proposal, the holders of at least a majority of the outstanding shares of FMB common stock entitled to vote at the FMB special meeting must vote in favor of the proposal.

The adjournment proposal requires the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the matter.

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.

Recommendation of the FMB Board (page 43)

FMB’s board of directors has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of FMB and its shareholders and has unanimously approved the merger, the merger agreement and the transactions contemplated by the merger agreement. FMB’s board of directors unanimously recommends that FMB shareholders vote “FOR” the merger proposal and “FOR” the adjournment proposal. For the factors considered by FMB’s board of directors in reaching its decision to approve the merger and the merger agreement, see “The Merger —  FMB’s Reasons for the Merger.”

Board Composition and Management of First Bancshares after the Merger (page 61)

Each of the officers and directors of First Bancshares immediately prior to the effective time of the merger will be the officers and directors of the surviving company from and after the effective time of the merger, until their respective successors have been duly elected, appointed or qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and bylaws of First Bancshares.

Interests of FMB Directors and Executive Officers in the Merger (page 61)

FMB shareholders should be aware that FMB’s directors and executive officers have interests in the merger and have arrangements that are different from, or in addition to, those of FMB shareholders generally. These interests and arrangements may create potential conflicts of interest. FMB’s board of directors was aware of these interests and considered these interests, among other matters, in adopting and approving the merger agreement and the transactions contemplated by the merger agreement, including the merger, and in recommending that FMB shareholders vote in favor of the merger proposal.

These interests include:

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certain executive officers of FMB have change in control agreements with FMB that provide for cash payments in connection with a change in control;

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certain directors of FMB have deferred compensation arrangements with FMB that will be assumed by First Bancshares; and

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the right to continued indemnification and directors’ and officers’ liability insurance coverage.

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For a more complete description of these interests, see “The Merger — Interests of FMB’s Directors and Executive Officers in the Merger” and “The Merger Agreement — Indemnification and Directors’ and Officers’ Insurance.”

Appraisal Rights in the Merger (page 71)

Holders of FMB common stock are entitled, with respect to the merger, to exercise rights of appraisal provided for under the Florida Business Corporation Act, as amended, or the FBCA, any successor statute, or any similar appraisal or dissenters’ rights. This means that you are legally entitled to receive payment in cash equal to the fair value of your shares of FMB common stock instead of receiving the merger consideration. To preserve your rights of appraisal, you must strictly follow the procedures established by Sections 607.1301 through 607.1333 of the FBCA, which include (i) delivering to FMB a written objection to the merger at or before the special meeting of FMB shareholders and (ii) not voting in favor of the merger agreement. Your failure to follow exactly the procedures specified under the FBCA will result in the loss of your appraisal rights. A copy of the sections of the FBCA pertaining to rights of appraisal is provided as Annex C to this proxy statement/prospectus. You should read the statute carefully and consult with your legal counsel if you intend to exercise these rights.

For further information, see “The Merger — Appraisal Rights.”

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.

Conditions to Completion of the Merger (page 89)

Currently, First Bancshares and FMB expect to complete the merger in the fourth quarter of 2018. As more fully described in this proxy statement/prospectus and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include, among others:

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approval of the merger agreement by the holders of at least a majority of the outstanding shares of FMB common stock entitled to vote at the FMB special meeting;

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the receipt of all required regulatory approvals for the merger, without the imposition of any material on-going conditions or restrictions, and the expiration of all regulatory waiting periods;

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the absence of any legal restraint (such as an injunction or restraining order) that would prevent the consummation of the merger;

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the effectiveness of the registration statement of which this proxy statement/prospectus forms a part;

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each party’s receipt of a U.S. federal income tax opinion from its outside legal counsel, dated the closing date of the merger, confirming that the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code;

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the Plan of Bank Merger in the form attached as Exhibit B to the merger agreement attached as Annex A to this document being executed and delivered;

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the absence of 10% or more of the outstanding shares of FMB’s common stock exercising their appraisal rights;

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the execution of an agreement terminating the FMB shareholders’ agreement as of the effective time of the merger;

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FMB shall have complied with its obligations with respect to employee benefit plans as required by the merger agreement, including the termination of certain plans and agreements; and

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the absence of the occurrence of a material adverse effect on FMB or First Bancshares.

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Neither First Bancshares nor FMB can be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.

Regulatory Approvals Required for the Merger (page 64)

Both First Bancshares and FMB have agreed to use their reasonable best efforts to obtain all regulatory approvals (or waivers) required or advisable to complete the transactions contemplated by the merger agreement. These approvals include, among others, approval from the Board of Governors of the Federal Reserve System, or the Federal Reserve Board, the Office of the Comptroller of the Currency, or the OCC, and various securities and other regulatory authorities. The U.S. Department of Justice may also review the impact of the merger on competition. First Bancshares and FMB have submitted all applications, waiver requests and notifications to obtain the required regulatory approvals, and received the waiver from the Federal Reserve Board on August 17, 2018. Although neither First Bancshares nor FMB knows of any reason why these regulatory approvals cannot be obtained, First Bancshares and FMB cannot be certain when or if they will be obtained, as the length of the review process may vary based on, among other things, requests by regulators for additional information or materials.

No Solicitation (page 87)

Under the merger agreement, FMB has agreed that it will not, and will cause its representatives not to, directly or indirectly, (1) solicit, initiate, encourage or induce the making, submission, negotiation or announcement of any acquisition proposal, (2) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposals that constitute or may be reasonably expected to lead to an acquisition proposal, (3) subject to the terms of the merger agreement, effect a change to the FMB board of directors’ recommendation to shareholders to approve the merger agreement, or (4) enter into any letter of intent, agreement in principle, or other similar agreement related to an acquisition transaction.

However, prior to obtaining FMB’s required shareholder approval, FMB may, under certain specified circumstances, participate in negotiations or discussions with any third party making an acquisition proposal and provide confidential information to such third party (subject to a confidentiality agreement). FMB must notify First Bancshares promptly (but in no event later than 24 hours) after the receipt of such acquisition proposal.

Additionally, prior to obtaining FMB’s required shareholder approval, FMB may, under certain specified circumstances, in response to an acquisition proposal change its recommendation to its shareholders with respect to the merger agreement or terminate the merger agreement and recommend or enter into another acquisition agreement if the FMB board of directors determines in good faith, after consultation with outside legal counsel and financial advisor, that the failure to do so would be inconsistent with or a breach of its fiduciary duties and such acquisition proposal constitutes a superior proposal.

However, FMB cannot take any of those actions in response to a superior proposal unless it provides First Bancshares with a five business day period to negotiate in good faith to enable First Bancshares to adjust the terms and conditions of the merger agreement such that it would cause the superior proposal to no longer constitute a superior proposal.

Termination of the Merger Agreement (page 90)

The merger agreement can be terminated at any time prior to completion of the merger by mutual consent, or by either party in the following circumstances:

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if the merger is not consummated on or before January 1, 2019, subject to automatic extension to March 31, 2019 if the only outstanding condition to closing is the receipt of regulatory approvals;

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if any regulatory approval required for consummation of the transactions contemplated by the merger agreement has been denied by final non-appealable action by the relevant governmental authority or any application for such regulatory approval shall have been permanently withdrawn at the request of a governmental authority;

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in the event that approval by the shareholders of FMB is not obtained at a meeting at which a vote was taken; or

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in the event of a material breach by the other party of any representation, warranty or covenant contained in the merger agreement and such breach is not cured within 30 days.

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In addition, First Bancshares may terminate the merger agreement in the following circumstances:

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if FMB fails to comply in all material respects with its obligations pursuant to the non-solicitation covenants;

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if FMB withdraws, qualifies, modifies, or proposes to withdraw, qualify or modify in any manner adverse to First Bancshares, its recommendation to its shareholders to approve the merger agreement, or approves, endorses or recommends another acquisition proposal or proposes to approve, endorse or recommend any acquisition proposal;

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if FMB materially breaches its obligation to call, give notice of, and commence a meeting of shareholders to vote on the merger agreement; or

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if FMB fails to publicly recommend against a publicly announced acquisition proposal within three business days of being requested to do so by First Bancshares or fails to publicly reconfirm its recommendation to its shareholders within three business days of being requested to do so by First Bancshares.

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In addition, FMB may terminate the merger agreement if:

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FMB’s board of directors determines to enter into a definitive agreement with respect to a superior proposal in accordance with the terms of the merger agreement; or

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(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.

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Termination Fee (page 91)

If the merger agreement is terminated under certain circumstances, including circumstances involving a change in recommendation by FMB’s board of directors, FMB may be required to pay First Bancshares a termination fee of  $3,200,000. The termination fee could discourage other companies from seeking to acquire or merge with FMB.

Expenses (page 91)

Each party will bear all expenses incurred in connection with the merger and the transactions contemplated by the merger agreement.

Material U.S. Federal Income Tax Considerations (page 65)

The merger is expected to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to the respective obligations of First Bancshares and FMB to complete the merger that each of First Bancshares and FMB receives a tax opinion from its respective outside legal counsel, dated the closing date of the merger, to that effect. Based upon the treatment of the merger as a “reorganization” within the meaning of Section 368(a) of the Code, the U.S. federal income tax consequences of the merger to a U.S. holder of FMB common stock will generally be as follows. A U.S. holder of FMB common stock 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 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 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.

Accounting Treatment of the Merger (page 70)

First Bancshares will account for the merger under the acquisition method of accounting for business combinations under U.S. generally accepted accounting principles, or GAAP.

The Rights of Holders of FMB Common Stock Will Change as a Result of the Merger (see page 126)

The rights of holders of FMB common stock are governed by Florida law, as well as FMB’s Articles of Incorporation, as amended (which we refer to as the FMB Articles), and FMB’s Bylaws, as amended (which we refer to as the FMB Bylaws). After completion of the merger, the rights of former FMB shareholders will be governed by Mississippi law and by First Bancshares’ Amended and Restated Articles of Incorporation, as amended (which we refer to as the First Bancshares Articles), and First Bancshares’ Amended and Restated Bylaws (or, the First Bancshares Bylaws).

Material differences between the rights of shareholders of FMB and shareholders of First Bancshares include the terms of directors and the presence of a classified board, the process for removing directors, the process of amending the bylaws, and shareholder proposals and advance notice requirements. The material differences between the organizational documents and the rights of shareholders of FMB and shareholders of First Bancshares are explained in more detail under the section “Comparison of Rights of First Bancshares Shareholders and FMB Shareholders” beginning on page 126.

Opinion of FMB’s Financial Advisor (page 50 and Annex B)

On July 17, 2018, Hovde Group LLC, referred to as Hovde, rendered an opinion to the FMB board of directors to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Hovde as set forth in such opinion, the merger consideration to be received in the proposed transaction was fair, from a financial point of view, to FMB’s shareholders. The full text of the written opinion of Hovde is attached as Annex B to this document. FMB shareholders should read the entire opinion for a discussion of, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Hovde in rendering its opinion.

The opinion of Hovde is addressed to the FMB board of directors, is directed only to the fairness, from a financial point of view, of the merger consideration to be received by the holders of FMB stock and does not constitute a recommendation to any FMB shareholder as to how such shareholder should vote with respect to the merger or any other matter at the FMB special meeting.

For further information, please see the section entitled “The Merger — Opinion of FMB’s Financial Advisor” beginning on page 50.

Closing and Effective Time of the Merger (see page 75)

The closing date is currently expected to occur in the fourth quarter of 2018. Simultaneously with the closing of the merger, First Bancshares will file the articles of merger with the Secretary of State of the State of Mississippi and the Secretary of State of the State of Florida. The merger will become effective at the later of the time the articles of merger are filed or such other time as may be specified in the articles of merger. Neither First Bancshares nor FMB can predict, however, the actual date on which the merger will be completed because it is subject to factors beyond each company’s control, including whether or when the required regulatory approvals and FMB’s shareholder approvals will be received.

Market Prices and Share Information (see page 31 )

First Bancshares common stock is listed on the NASDAQ Global Market under the symbol “FBMS.” FMB common stock is not listed on an exchange and is not actively traded. The following table sets forth the closing sale prices of First Bancshares common stock as reported on the NASDAQ Global Market on July 23, 2018, the last full trading day before the public announcement of the merger agreement, and on September 24, 2018, the latest practicable trading date before the date of this proxy statement/prospectus.

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