425 1 b52954752.htm THE FIRST BANCSHARES, INC. 425

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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 27, 2022

The First Bancshares, Inc.
(Exact name of registrant as specified in its charter)

Mississippi
000-22507
64-0862173
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

6480 U.S. Hwy 98 West, Hattiesburg, MS  
 39402
(Address of principal executive offices)
 (Zip Code)

Registrant’s telephone number, including area code (601) 268-8998

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: 

Title of each class Trading symbol(s) Name of each exchange on which registered
Common Stock
 FBMS
 NASDAQ 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2 of this chapter).

Emerging growth company ☐
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 13(a) of the Exchange Act. ☐
Item 2.02.         Results of Operations and Financial Condition  

On October 27, 2022, The First Bancshares, Inc. issued a press release announcing its results of operations for the third quarter of 2022.   A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein.
 
In accordance with General Instructions B.2 of Form 8-K, the information in Item 2.02 of this report (including Exhibit 99.1)  shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
 
Item 7.01.         Regulation FD Disclosure
 
On October 28, 2022, The First Bancshares, Inc. will host a conference call for analysts and investors to discuss the Company’s financial results at 9:30 a.m. Central Time.
 
In accordance with General Instructions B.2 of Form 8-K, the information in Item 7.01 of this report shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
 
Item 8.01.         Other Event
 
On October  27, 2022, The First Bancshares, Inc. announced the declaration of a $0.20 per share quarterly cash dividend.  The dividend is payable on November 25, 2022 to shareholders of record as of the close of business on November 8, 2022.
 
Item 9.01.         Financial Statements and Exhibits

Exhibit No.
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

 
The First Bancshares, Inc.
 
 
 
 
 
 
 
Date:  October 27, 2022
 
 
     
 
 
 
 
/s/ Donna T. (Dee Dee) Lowery
 
 
Name: Donna T. (Dee Dee) Lowery
 
 
Title:   EVP and CFO