Form 8-K - Current report

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): May 17, 2024

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. Highway 98 West, Hattiesburg, Mississippi			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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On May 17, 2024, The First Bancshares, Inc. (the “Company”), acting pursuant to authorization from its Board of Directors, provided written notice to The Nasdaq Stock Market LLC (“Nasdaq”) of its determination to voluntarily withdraw the principal listing of the Company’s voting common stock, $1.00 par value per share (the “Common Stock”), from Nasdaq and transfer the listing to the New York Stock Exchange (“NYSE”). The Company expects that listing and trading of its Common Stock on Nasdaq will end at market close on May 29, 2024, and that trading will commence on the NYSE at market open on May 30, 2024.

The Common Stock has been authorized for listing on NYSE, where it will trade under the stock symbol “FBMS.”

Item 7.01. Regulation FD Disclosure

On May 17, 2024, the Company issued a press release announcing the anticipated transfer of the principal listing of the Common Stock to the NYSE, a copy of which is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

As provided in General Instruction B.2 to Form 8-K, the information furnished in this Item 7.01 and in Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the limitations of that section, and such information shall not be deemed incorporated by reference in any filing 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 9.01. Financial Statements and Exhibits


(d)			Exhibits.
Exhibit 99.1			Press Release, dated May 17, 2024
Exhibit 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: May 17, 2024


			/s/ Donna T. (Dee Dee) Lowery
			Name: Donna T. (Dee Dee) Lowery
			Title: EVP and CFO

Exhibit 99.1

FOR IMMEDIATE RELEASE

THE FIRST BANCSHARES, INC. ANNOUNCES TRANSFER OF LISTING OF COMMON STOCK TO THE NEW YORK STOCK EXCHANGE

HATTIESBURG, Miss.--(BUSINESS WIRE)--May 17, 2024--The First Bancshares, Inc. (NASDAQ: FBMS), the parent company of The First Bank, announced today that it is transferring the listing of its common stock to the New York Stock Exchange (NYSE) from The Nasdaq Stock Market LLC (Nasdaq). The First Bancshares’ common stock is expected to begin trading on the NYSE on Thursday, May 30, 2024, under the ticker symbol of “FBMS.” The First Bancshares expects its common stock to continue to trade on Nasdaq until the close of the market on May 29, 2024.

“We are excited to take this next step in our journey as a public company. Since our founding in 1996, we have been committed to providing meaningful value to our employees, customers, communities and shareholders,” said M. Ray “Hoppy” Cole Jr., president and chief executive officer of The First. “As a growing regional franchise serving communities across Mississippi, Louisiana, Alabama, Florida and Georgia, we look forward to joining many of the world’s leading and most prestigious companies that trade on the NYSE and are excited to leverage the NYSE platform and trading model for the benefit of our shareholders.”

Since its initial listing on the Nasdaq in 2006, The First Bancshares has grown from $294 million in assets to nearly $8 billion in assets in less than two decades. Beginning with seven offices in Hattiesburg, Laurel, Purvis, Picayune and Pascagoula, Mississippi, the bank has grown to over 116 locations including 111 branches and five loan offices spanning five states.

“I’m happy to welcome The First Bancshares to the New York Stock Exchange,” said John Tuttle, vice chair, NYSE Group. “As the sixteenth bank to transfer to the NYSE since 2021, the company will feel right at home in our world-class community.”

About The First BANCSHARES, INC.

The First Bancshares, Inc., headquartered in Hattiesburg, Mississippi, is the parent company of The First Bank. Founded in 1996, The First Bank was formed by a group of business leaders who had a vision for creating a bank that would support the communities it served and build sustainable, long-term relationships with clients in those communities. Now, that dream has grown to an $8 billion asset, multi-state financial institution with operations spanning Mississippi, Louisiana, Alabama, Florida and Georgia. As one of the largest certified Community Development Financial Institutions in the nation, The First employs over 1,000 team members in 116 locations throughout the five-state region. Since 2010, the bank has awarded over $70 million in community investments to help support economic growth, job creation and affordable housing projects in economically distressed areas. For more information about The First Bank, visit thefirstbank.com.

Contacts

M. Ray "Hoppy" Cole, CEO or

Dee Dee Lowery, CFO

Phone: 601-268-8998

Cover	Aug. 04, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 17, 2024
Entity Registrant Name	The First Bancshares, Inc.
Entity Incorporation, State or Country Code	MS
Entity File Number	000-22507
Entity Tax Identification Number	64-0862173
Entity Address, Address Line One	6480 U.S. Highway 98 West,
Entity Address, City or Town	Hattiesburg,
Entity Address, State or Province	MS
Entity Address, Postal Zip Code	39402
City Area Code	(601)
Local Phone Number	268-8998
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	FBMS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000947559
Amendment Flag	false