The First Bancshares, Inc. announced the completion of a private placement of $65 million of its 4.25% fixed to floating rate subordinated notes due 2030 to certain qualified institutional buyers. The Notes are unsecured and have a ten-year term, maturing October 1, 2030, and will bear interest at a fixed annual rate of 4.25%, payable semi-annually in arrears, for the first five years of the term. Thereafter, the interest rate will reset quarterly to an interest rate per annum equal to a benchmark rate (which is expected to be Three-Month Term SOFR) plus 412.6 basis points, payable quarterly in arrears. First Bancshares is entitled to redeem the Notes, in whole or in part, on any interest payment date on or after October 1, 2025, and to redeem the Notes at any time in whole upon certain other specified events. Kroll Bond Rating Agency assigned an investment grade rating of BBB- to the Notes. The Notes have been structured to qualify as Tier 2 capital for First Bancshares for regulatory capital purposes. First Bancshares intends to use the net proceeds from the offering for general corporate purposes. In connection with the issuance and sale of the Notes, the Company entered into a registration rights agreement with the purchasers of the Notes pursuant to which the Company has agreed to take certain actions to provide for the exchange of the Notes for subordinated notes that are registered under the Securities Act of 1933, as amended (the “Securities Act”), with substantially the same terms as the Notes.