fbms-20241231

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

Amendment No. 1


x			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission file no. 000-22507

THE FIRST BANCSHARES, INC.

________________________________________

(Exact name of registrant as specified in its charter)


Mississippi						64-0862173
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification Number)

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


Issuer’s telephone number:			601 268-8998

Securities registered under Section 12(b) of the Exchange Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on
Which Registered

Common Stock, $1.00 par value

FBMS

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in rule 405 of the Securities Act.

Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically and every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

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,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company o Emerging growth company o

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. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

Based on the price at which the registrant’s Common Stock was last sold on June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant was $782.9 million.

On March 24, 2025, the registrant had outstanding 31,238,172 shares of common stock.


Auditor Firm PCAOB ID: 686			Auditor Name: Forvis Mazars, LLP			Auditor Location: Jackson, MS

DOCUMENTS INCORPORATED BY REFERENCE

None


		Page

	PART III	1

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	1
ITEM 11.	EXECUTIVE COMPENSATION	5
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	24
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	26
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	28

	PART IV	29

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	29


What We Do
•Periodically, compare our NEO compensation levels to the market and take these results into consideration when making compensation related decisions.
•Provide our NEOs with a performance-based cash incentive plan on an annual basis.
•Grant full-value equity to each of our NEOs with multi-year vesting provisions.
•Provide each of our NEOs with supplemental executive retirement plans to encourage retention and promote stability in our executive group.
•Utilize the assistance of an outside independent compensation consultant to assist our Compensation Committee with gathering market data and best practices information.


1	Trustmark Corporation	TRMK
2	Renasant Corporation	RNST
3	Hilltop Holdings, inc.	HTH
4	International Bancshares Corporation	IBOC
5	ServisFirst Bancshares, Inc.	SFBS
6	First Foundation, Inc.	FFWM
7	First Financial Bankshares, Inc.	FFIN
8	FB Financial Corporation	FBK
9	Veritex Holdings, Inc.	VBTX
10	Seacoast Banking Corporation of Florida	SBCF
11	Stellar Bancorp, Inc.	STEL
12	Origin Bancorp, Inc.	OBK
13	Amerant Bancorp Inc.	AMTB
14	Southside Bancshares, Inc.	SBSI
15	Stock Yards Bancorp, Inc.	SYBT
16	BancPlus Corporation	--
17	Business First Bancshares, Inc.	BFST
18	Republic Bancorp, Inc.	RBCA
19	Community Trust Bancorp, Inc.	CTBI
20	Triumph Financial, Inc.	TFIN


	2022 Base Salary	2023 Base Salary	% Increase
M. Ray (Hoppy) Cole, Jr.	$629,295	$749,438	10%
Donna T. (Dee Dee) Lowery	$351,119	$413,438	10%


	2023 Base Salary	2024 Base Salary	% Increase
M. Ray (Hoppy) Cole, Jr.	$749,438	$779,415	4%
Donna T. (Dee Dee) Lowery	$413,438	$429,976	4%


	Threshold	Target	Maximum
M. Ray (Hoppy) Cole, Jr.	30.0%	45.0%	60.0%
Donna T. (Dee Dee) Lowery	15.0%	22.5%	30.0%


	Threshold 50% of Incentive		Target 75% of Incentive (Budget)		Maximum 100% of Incentive earned		Actual		Payout % Earned
Bank Pre-Tax Income (1)	$	110,169,069	$	122,410,077	$	128,530,581	$	120,422,583	50	%
Bank Total Loans(2)	$	5,397,559	$	5,422,838	$	5,486,037	$	5,407,231	50	%
Bank Total Deposits(3)	$	6,476,921	$	6,476,921	$	6,476,921	$	6,611,947	100	%
Individual Scorecard(4)	3		3		4		4		100	%


M. Ray (Hoppy) Cole, Jr.	Potential Payout as a % of Salary		Payout % Earned		Payout as a % of Salary		Actual Incentive Earned
Bank Pre-Tax Income	20.0	%	50.0	%	10.0	%	$	77,942
Bank Total Loans	10.0	%	50.0	%	5.0	%	$	38,970
Bank Total Deposits	10.0	%	100.0	%	10.0	%	$	77,942
Individual Scorecard	20.0	%	100.0	%	20.0	%	$	155,883
Total	60.0	%			45.0	%	$	350,737


	Target – (Budget)		Maximum – (105% of Budget)		Actual
Bank Pre-Tax Income(1) 33% of Award	$	122,410,074	$	128,530,378	$	121,396,151
Bank Total Assets(2) 33% of Award	$	7,916,885	$	8,312,729	$	7,956,854
Bank-wide Credit Administration Score(3) 34% of Award	2		1		1


	Total Number of Shares at Maximum	Bank Income Before Tax – 33% of Award	Total Assets – 33% of Award	Bank-wide Credit Administration Score – 34% of Award	Total Shares of Restricted Stock Earned(1)	Total Shares of Restricted Stock Granted(2)
M. Ray (Hoppy) Cole, Jr.	17,239	—	3,771	5,861	9,632	9,278
Donna T. (Dee Dee) Lowery	8,321	—	1,512	2,829	4,341	4,148


Executive Compensation Tables The First Bancshares, Inc. Summary Compensation Table For the Fiscal Years Ended December 31, 2024, December 31, 2023 and December 31, 2022
Name and Principal Position	Year	Salary($)		Non-Equity Incentive Plan Compensation ($)(1)		Stock Awards ($)(2)		Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(3)		All Other Compensation on ($)(4)		Totals($)
M. Ray (Hoppy) Cole, Jr., President and Chief Executive Officer
	2024	$	968,030	$	350,737	$	599,550	$	731,523	$	27,692	$	2,677,532
	2023	$	706,072	$	224,831	$	80,344	$	663,535	$	28,267	$	2,426,148
	2022	$	641,658	$	314,647	$	1,487,425	$	605,789	$	29,910	$	3,079,429
Donna T. (Dee Dee) Lowery, Chief Financial Officer
	2024	$	490,963	$	96,745	$	289,407	$	(89,364)	$	40,515	$	828,266
	2023	$	385,967	$	62,016	$	329,866	$	294,625	$	16,142	$	1,088,616
	2022	$	344,937	$	87,780	$	510,705	$	269,882	$	12,894	$	1,226,198


(2)			Represents the grant date fair value of all time-based and performance-based restricted stock awards granted during the fiscal year. Performance-based awards were granted on April 18, 2024 and will be settled solely in shares of restricted stock at the end of a one-year performance period based on the satisfaction of the performance criteria. The shares of restricted stock will cliff vest five years from the date the shares are earned. The amounts presented for the performance-based restricted stock reflect the value of the award at maximum payout based on the probable outcome of the performance targets determined as of the grant date. For time-based and performance-based restricted stock awards, grant date fair value is calculated using the closing price of the Company’s common stock on the date of grant. Grant date fair value was based on $23.71, the closing share price on the grant date of April 18, 2024 for the performance-based awards, in accordance with FASB Topic 718. As discussed, in the connection with the pending merger with Renasant, the performance-based awards granted on April 18, 2024 were settled in shares of restricted stock on December 15, 2024.

(3)			Reflects changes in present value of Mr. Cole’s 2016 and 2020 SERP and Ms. Lowery’s 2016 and 2021 SERP.

(4)			Information regarding All Other Compensation for 2023 is reflected in the table below.


Name	Auto Allowance		Personal Use of Aircraft (a)(b)		401(k) Match		Group Term Life Insurance		Split Dollar Death Benefit BOLI		Additional Compensation (a)(c)		Total All Other Compensation
M. Ray (Hoppy) Cole, Jr.	$	7,125	$	2,707	$	10,350	$	540	$	356	$	6,614	$	27,692
Donna T. (Dee Dee) Lowery	$	25,056	$	2,707	$	10,350	$	540	$	216	$	1,646	$	40,515


a.			Represents the cost the Company incurred to provide the perquisite or benefit.

b.			The Company valued the incremental cost of the personal use of the aircraft based on the variable costs incurred by the Company, which include (i) landing, ramp and parking fees and expenses; (ii) crew travel expenses; (iii) supplies and catering, (iv) aircraft fuel and oil expense; (v) any customs, foreign permit and similar fees; (vi) maintenance fees and expenses associated with the plane. The incremental cost of the use of the airplane does not include any costs that would have been incurred by the Company whether or not the personal trip was taken.

c.			Represents reimbursement for club dues and cell phones.


(1)			Reflects annual incentive award payments pursuant to our incentive bonus compensation plan. See “Compensation Discussion and Analysis – 2024 Executive Compensation Components-Performance-Based Cash Incentive Compensation”.


The First Bancshares, Inc.
Grant of Plan Based Awards
As of December 31, 2024
		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)						Estimated Future Payouts Under Equity Incentive Plan Awards (2)
Name	Grant Date	Threshold ($)		Target ($)		Maximum ($)		Target (#)	Maximum (#)	Grant Date Fair Value of Stock Awards ($)(3)
M. Ray (Hoppy) Cole, Jr.
	4/18/2024							15,804	25,287	$	599,555
	4/18/2024	$	224,831	$	337,247	$	449,663

Donna T. (Dee Dee) Lowery
	4/18/2024							6,103	12,206	$	289,407
	4/18/2024	$	62,016	$	93,024	$	124,031


(1)			Amounts represent potential payments under our annual incentive program. The actual amount earned in 2024 was paid in December 2024 and is shown in the “Non-Equity Incentive Plan Compensation” column of the 2024 Summary Compensation Table. See “Compensation Discussion and Analysis — 2024 Executive Compensation Components – Performance-Based Cash Incentive Compensation,” for more information regarding our 2024 annual incentive program.
(2)			Amounts represent awards of performance-based restricted stock that were granted under the 2007 Plan based upon the Company’s achievement of certain performance measures at the end of the one-year performance period. Based on the defined objectives of the awards, the NEO has the opportunity to earn shares of restricted stock based on a percentage of salary (50% of salary at target and 80% of salary at maximum for Mr. Cole and 35% of salary at target and 70% of salary at maximum for Ms. Lowery) following the one-year performance period, and any such earned shares will cliff vest five years from date earned. The amount shown reflects the value of the award at maximum based on the probable outcome of the performance measures determined as of the grant date in accordance with ASC 718. See “Compensation Discussion and Analysis — 2024 Executive Compensation Components – Equity Incentive Compensation” for more information on the grants of performance-based restricted stock. As discussed, in connection with the pending merger with Renasant, the 2024 performance-based awards were settled in shares of restricted stock on December 15, 2024.
(3)			Represents the aggregate grant date fair value of performance-based restricted stock awarded during the fiscal year, computed in accordance with FASB ASC Topic 718. Refer to footnote 2 of the 2024 Summary Compensation Table for additional information.


	Stock Awards
Name	Number of Shares or Units of Stock That Have Not Vested (#)(1)	Market Value of Shares or Units of Stock That Have Not Vested ($)(1)		Vesting Date
M. Ray (Hoppy) Cole, Jr.	5,349	$	193,473	12/15/2029

Donna T. (Dee Dee) Lowery	2,392	$	86,519.00	12/15/2029


The First Bancshares, Inc. Stock Vested For the Year Ended December 31, 2024
	Stock Awards
Name	Number of Shares Acquired on Vesting (#)(1)(3)	Value Realized on Vesting ($)(2)
M. Ray (Hoppy) Cole, Jr.	106,689	$	3,763,193
Donna T. (Dee Dee) Lowery	39,662	$	1,393,352


(1)			The shares included in the table represent gross shares exercised or vested.
(2)			The value realized by the NEO upon the vesting of restricted stock is calculated by multiplying the number of shares of stock vested by $24.83 for the shares which vested on March 1, 2024; $29.56 for the shares which vested on July 18, 2024, and $36.17 for the shares which vested on December 15, 2024, the market value of the underlying shares on the vesting date, which is the amount that is taxable to the executive.
(3)			Amount includes accelerated vesting of 96,855 shares of restricted stock for Mr. Cole and 35,787 shares of restricted stock for Ms. Lowery, as approved by the Board in connection with the pending merger with Renasant.


The First Bancshares, Inc. Pension Benefits Table For the Year Ended December 31, 2024
Name and Principal Position	Plan name (1)	Number of years of credited service (#)	Present Value of Accumulated Benefit ($)	Payments During Last Fiscal Year ($)
M. Ray (Hoppy) Cole, Jr.,	2016 SERP(2)	22	1,513,548(2)	—
	2020 SERP(3)	22	3,836,640(3)	—
Donna T. (Dee Dee) Lowery	2016 SERP(2)	20	630,591(2)	—
	2021 SERP(4)	20	2,212,379(4)	—


(1)			Each of Mr. Cole and Ms. Lowery participate in two supplemental retirement plans. The 2016 Supplemental Executive Retirement Plan, (initially the 2014 Supplemental Executive Retirement Plan, which was amended in 2016), each of which we refer to as a 2016 SERP, and an additional supplemental executive retirement plan, which we refer to as the 2020 SERP, in the case of Mr. Cole, and as the 2021 SERP in the case of Ms. Lowery; we refer to the 2016 SERPs, the 2020 SERP and the 2021 SERP, collectively, as the SERPs.

(2)			The 2016 SERPs provide for an annual supplemental retirement benefit in the fixed amount of $164,110 for Mr. Cole and $89,140 for Ms. Lowery, which will be payable in equal monthly installments for 15 years upon the named executive's separation from service following attainment of age 65 while in the employment of FBMS. The 2016 SERPs provide for alternative retirement benefits upon a separation from service prior to the named executive attaining age 65 if the separation is without cause, upon the named executive's disability, or upon a change of control. In the event of a change of control, Mr. Cole and Ms. Lowery will receive a lump sum payment equal to 100% of the present value of the full normal retirement benefit.

(3)			Mr. Cole's 2020 SERP provides for a lifetime benefit equal to 50% of "compensation" (as defined in the 2020 SERP), less any amounts payable under his 2016 SERP, which will be payable in equal monthly installments upon Mr. Cole's separation from service following attainment of age 65 while in the employment of FBMS (except in the case of Mr. Cole's death, in which case the death benefit will be paid in a lump sum and the formula for the amount of the death benefit varies based on Mr. Cole's age at the time of his death and whether there was a change of control prior to his death). If Mr. Cole separates from service following a change in control prior to age 65, then he will instead receive the "change in control benefit," which is a lifetime benefit paid in equal monthly installments beginning on the first day of the month following Mr. Cole's 65th birthday and with an annual benefit equal to 50% of Mr. Cole's projected compensation (determined by reference to the average of the highest three amounts of base salary and bonus paid to Mr. Cole by FBMS in any year of his employment, increased by 5% annually from the date of the change in control until Mr. Cole reaches age 65), less $164,110 until Mr. Cole reaches age 80, and 50% of his projected compensation thereafter.

(4)			Ms. Lowery's 2021 SERP provides for a lifetime benefit equal to 50% of "compensation" (as defined in the 2021 SERP), less any amounts payable under her 2014 SERP, which will be payable in equal monthly installments upon Ms. Lowery's separation from service following attainment of age 65 while employed by FBMS (except in the case of Ms. Lowery's death, in which case the death will be paid in a lump sum and the formula for the amount of the death benefit varies based on Ms. Lowery's age at the time of her death and whether there was a change of control prior to her death). If Ms. Lowery separates from service following a change in control prior to age 65, then she will instead receive the "change in control benefit", which is a lifetime benefit paid in equal monthly installments beginning on the first day of the month following Ms. Lowery's 65th birthday and with an annual benefit equal to 50% of Ms. Lowery's projected compensation (with her projected compensation determined in the same manner as described above for Mr. Cole), less $89,140 until Ms. Lowery reaches age 80, and 50% of her projected compensation thereafter. The closing of the merger with Renasant will constitute a change in control for purposes of the SERPs.


The First Bancshares, Inc. Potential Payments Upon Termination or Change-in-Control As of December 31, 2024 The following table describes the potential payments and benefits that would have been payable to the NEOs under our existing plans and agreements, assuming (1) a termination of employment and/or (2) a change in control occurred, in each case, on December 31, 2024. The amounts shown in the table below do not reflect amount that may become payable in connection with the pending merger with Renasant. The amounts shown in the table do not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the NEOs. Distributions pursuant to the 2016, 2020 and 2021 SERPs that would be made are set forth in the 2024 Pension Benefits table.
Executive Benefits and Payments Upon Termination or Change-in-Control	Normal Retirement		Death			Disability			Termination without Cause or for Good Reason			Change in Control Only			Termination without Cause/Good Reason Following Change in Control
M. Ray (Hoppy) Cole, Jr.
Compensation:
Base Salary	$	—	$	—		$	389,707	(1)	1,180,299		(2)	$	1,498,830	(3)	$	2,679,129	(2)(3)
Benefits & Perquisites:
BOLI Death Benefit	—		200,000			—			—			—			—
Restricted Stock Awards	—		187,215		(4)	—			187,215		(4)	187,215		(5)	187,215		(7)
Total	$	—	$	387,215		$	389,707		$	1,367,514		$	1,686,045		$	2,866,344

Donna T. (Dee Dee) Lowery
Compensation:
Base Salary	$	—	$	—		$	—		$	—		$	—		$	867,161	(6)
Benefits & Perquisites:
BOLI Death Benefit	—		200,000			—			—			—			—
Restricted Stock Awards	—		83,720		(4)	—			83,720		(4)	83,720		(5)	83,720		(7)
Total	$	—	$	283,720		$	—		$	83,720		$	83,720		$	950,881


(1)			In the event of Mr. Cole’s disability, he will continue to receive his salary for 6 months or, if earlier, until the date payments begin under disability insurance policy. Mr. Cole will also receive a pro rata bonus for the year in which he incurs the disability.

(2)			In the event of termination without cause or a resignation for good reason (as such terms are defined in the employment agreement), Mr. Cole will receive a lump sum severance payment and continuation of health benefits in an amount equal to the greater of 18 months or through the end of the then-current term of the employment agreement. Amount shown includes salary of $1,169,123 plus health benefits of $11,176 through the end of the expiration of the current contract term, May 31, 2026.

(3)			In the event of a change in control, Mr. Cole will receive a lump sum payment in the amount of two times current annual salary and bonuses accrued that would have been paid.

(4)			All unvested restricted stock awards will become fully vested in connection with the NEO’s retirement, death or termination of employment by the Company without cause. As of December 31, 2024, none of the NEOs have reached retirement age under the restricted stock award agreement, which is 65. Calculated based on $35.00 per share, the closing price of the Company’s common stock on December 31, 2024.


(5)			All unvested restricted stock awards will become fully vested in the event of a change in control in which the acquirer does not assume the awards. Calculated based on 12-31-24 stock closing price of $35.00 per share.

(6)			In the event of a change in control and her termination without cause or resignation for good reason (as such terms are defined in the employment agreement), Ms. Lowery will receive a lump sum severance payment equal to two times her then-current base salary in a lump sum and monthly payments equal to employer’s portion of COBRA for 18 months.

(7)			All unvested restricted stock awards will become fully vested if the NEO’s termination without cause or resignation for good reason occurs within 24 months following a change in control in which the Company is the survivor or the acquirer has assumed the restricted stock awards. Calculated based on $35.00 per share, the closing price of the Company’s common stock on December 31, 2024.


The First Bancshares, Inc. Director Compensation Table For the Year Ended December 31, 2024	Fees Earned or Paid in Cash (1)		Stock Awards (2)		All Other Compensation (3)		Total
David W. Bomboy, M.D.	$	62,000	$	73,988	$	25,000	$	160,988
E. Ricky Gibson	$	37,500	$	73,988	$	25,000	$	136,488
Jonathan A. Levy	$	45,000	$	73,988	$	—	$	118,988
Charles R. Lightsey	$	75,500	$	73,988	$	25,000	$	174,488
Fred A. McMurry	$	47,500	$	73,988	$	25,000	$	146,488
Thomas E. Mitchell	$	47,500	$	73,988	$	—	$	121,488
Renee Moore	$	45,000	$	73,988	$	—	$	118,988
Ted E. Parker	$	80,000	$	73,988	$	25,000	$	178,988
J. Douglas Seidenburg	$	67,500	$	73,988	$	25,000	$	166,488
Andrew D. Stetelman	$	47,500	$	73,988	$	25,000	$	146,488
Valencia M. Williamson	$	37,500	$	73,988	$	—	$	111,488


(1)			Includes annual retainers paid to directors of the Bank.
(2)			Value based on per share value on December 31, 2023, for a January 2, 2025 grant of $29.33 for 1,704 shares and on per share value on February 15, 2024, the grant date, of $24.01 per share for 1,000 shares. Both grants were granted to each director serving on the Boards of both the Bank and the Company, in accordance with FASB Topic 718.
(3)			In connection with the pending merger with Renasant, a fee of $25,000 was paid to each of the original founding directors.



Plan Category	Number of securities to be issued upon exercise of outstanding option, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants, and rights (b)	Number of securities remaining available to future issuance under equity compensation plans (excluding securities reflected in column (a))(c)(1)
Equity compensation plans approved by security holders	—	—	668,722 shares
Equity compensation plans not approved by security holders	—	—	—
Total	—	—	668,722 shares


(1)			Includes shares for which the named person:
			–has sole voting and investment power,
			–has shared voting and investment power with a spouse, or
			–holds in an IRA or other retirement plan program, unless otherwise indicated in these footnotes.
(2)			Calculated based on 31,238,172 shares outstanding
(3)			Includes 5,349 shares of unvested restricted stock granted under the 2007 Plan.
(4)			Includes 140,347 shares registered to Oak Grove Land Company, Inc. Fred A. McMurry is a 50% owner of Oak Grove Land Company, Inc. Mr. McMurry disclaims beneficial ownership of the shares held by Oak Grove Land Company, Inc. except to the extent of his ownership interest therein.
(5)			Includes 2,500 shares registered to M.D. Outdoor LLC. J. Douglas Seidenburg is a Member and 50% owner of M.D. Outdoor LLC. Mr. Seidenburg disclaims beneficial ownership of the shares held by M.D. Outdoor, LLC except to the extent of his ownership interest therein.
(6)			Includes 2,392 shares of unvested restricted stock granted under the 2007 Plan.
(7)			Includes shares pledged as of March 5, 2025 as follows: Fred McMurry - 24,315 shares as collateral for a bank loan; Oak Grove Land Company, of which Mr. McMurry owns 50%, 132,114 shares as collateral for a bank loan. The aggregate number of shares pledged by directors and executive officers as of March 5, 2025 represents less than 1% of the Company’s issued and outstanding shares of common stock.


Name and Address of Beneficial Owner	Amount of Common Stock Beneficially Owned	Percent of Class (1)
Blackrock, Inc. 55 East 52nd Street New York, NY 10055	2,864,002 (2)	9.17%
T. Rowe Price Investment Management , Inc. 100 E. Pratt Street Baltimore, MD 21202	1,886,573 (3)	6.04%
Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355	1,601,284 (4)	5.13%
Dimensional Fund Advisors 6300 Bee Cave Rd, Building One Austin, TX 78746	1,598,088 (5)	5.12%


(1)			Calculated based on 31,238,172 shares
(2)			Based on Institutional Shareholder Listing for FBMS on www.nasdaq.com as of December 31, 2024.
(3)			Based on Schedule 13G/A filed November 14, 2024 by T. Rowe Price Investment Management, Inc., based on sole voting power and sole dispositive power over 1,886,575 shares.
(4)			Based on Institutional Shareholder Listing for FBMS on www.nasdaq.com as of December 31, 2024.
(5)			Based on Schedule 13G filed January 23, 2025 by Dimensional Fund Advisors LP based on sole power to vote over 1,562,425 shares and sole dispositive power over 1,598,088 shares.


	2024		2023
Audit Fees – Audit of the Company’s annual consolidated financial statements,
comfort letters, and services in connection with consents and registration statements.	$	770,314	$	571,500

Audit Related Fees – Services in connection with application of accounting
pronouncements and acquisitions, internal controls and SEC matters.	$	—	$	76,900

Tax Fees– Preparation of federal and state income tax and other returns, tax
planning and consulting.	$	—	$	—
Total	$	770,314	$	648,400


31.1			Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer .*

31.2			Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer .*

101.INS			XBRL Instance Document

101.SCH			XBRL Taxonomy Extension Schema Document.

104			Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


		THE FIRST BANCSHARES, INC.

Date: March 27, 2025	By:	/s/ M. Ray (Hoppy) Cole, Jr.
		M. Ray (Hoppy) Cole, Jr.
		Chief Executive Officer and President (Principal Executive Officer), Chairman of the Board

Date: March 27, 2025	By:	/s/ Dee Dee Lowery
		Dee Dee Lowery
		Executive VP and Chief Financial Officer (Principal Financial and Principal Accounting Officer)

Amendment: SEC Form 10-K/A filed by First Bancshares Inc.