Item 2.01 Completion of Acquisition or Disposition of Assets

Closing of Acquisition of Heritage Southeast Bancorporation, Inc.

Effective January 1, 2023, The First Bancshares, Inc., a Mississippi corporation (the "Company") completed its previously announced merger (the "Merger") with Heritage Southeast Bancorporation, Inc., a Georgia corporation ("HSBI") pursuant to that certain Agreement and Plan of Merger by and between FBMS and HSBI, dated as July 27, 2022 (the "Merger Agreement"). On January 1, 2023, HSBI merged with and into the Company, with the Company as the surviving corporation. Immediately following the Merger, HSBI's wholly owned subsidiary bank, Heritage Southeast Bank, merged with and into the Company's wholly-owned subsidiary bank, The First Bank, with The First Bank as the surviving bank and continuing its corporate existence under the name "The First Bank" (the "Bank Merger", and together with the Merger, the "Mergers").

Pursuant to the Merger Agreement, holders of HSBI common stock will receive 0.965 of a share of Company common stock (the "Exchange Ratio") (subject to the payment of cash in lieu of fractional shares) for each share of HSBI common stock held immediately prior to the effective time. Each share of Company common stock outstanding immediately prior to the Merger remained outstanding and was unaffected by the Merger. The Company will issue up to approximately to 6,920,909 shares of Company common stock in connection with the Merger.

The foregoing description of the Mergers and the Merger Agreement does not purport to be complete and is qualified in its entirety by the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1 to the Company's Form 8-K filed with the Securities and Exchange Commission on August 1, 2022.




Item 8.01 Other Events

On January 3, 2023, FBMS issued a press release announcing the completion of the Mergers. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired

The financial statements of HSBI required by Item 9.01(a) of Form 8-K will be filed by amendment not later than 71 calendar days after the date this Current Report is required to be filed.

(b) Pro forma financial information

The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(d) Exhibits



  2.1      Agreement and Plan of Merger, dated as of July 27, 2022, by and between
         The First Bancshares, Inc. and Heritage Southeast Bancorporation, Inc.
         (incorporated by reference to Exhibit 2.1 to The First Bancshares, Inc.'s
         Current Report on Form 8-K filed on August 1, 2022).

  99.1     Press Release of The First Bancshares, Inc., dated January 3, 2023.

104      Cover Page Interactive Data File (embedded within the Inline XBRL
         document)

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE FIRST BANCSHARES, INC.

  By:    /s/ Donna T. (Dee Dee) Lowery
  Name:  Donna T. (Dee Dee) Lowery
  Title: Chief Financial Officer

Date: January 3, 2023

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