First Bancshares, Inc. Announces Completion of Subordinated Note Offering

Press Release Date: February 2, 2021

BELLEVUE, Ohio, Feb. 2, 2021 – First Bancshares, Inc. (OTCPK: FIBH) (the “Company”), the parent holding company of First National Bank of Bellevue (the “Bank”), today announced the completion of a private placement of $8.0 million aggregate principal amount of its 4.625% Fixed to-Floating Rate Subordinated Notes due February 15, 2031 (the “Notes”) to various accredited investors (the “Offering”). The price for the Notes was 100% of the principal amount of the Notes.  The Notes are intended to qualify as Tier 2 capital for regulatory purposes. The Company intends to use the net proceeds from the Offering for general corporate purposes, including without limitation financing organic growth and investments in the Bank and its other subsidiaries for regulatory capital purposes.

Interest on the Notes will accrue at a rate equal to (i) 4.625% per annum from the original issue date to, but excluding, February 15, 2026, payable semi-annually in arrears, and (ii) a floating rate per annum equal to a benchmark rate, which is expected to be the Three-Month Term SOFR (as defined in the Notes), plus a spread of 432 basis points from and including February 15, 2026 until maturity, payable quarterly in arrears. Beginning on February 15, 2026 through maturity, the Notes may be redeemed, at the Company’s option, on any scheduled interest payment date. Any redemption will be at a redemption price equal to 100% of the principal amount of Notes being redeemed, plus accrued and unpaid interest.

Dean Miller, President, Chief Executive Officer and Director of First Bancshares, Inc., stated, “We are very pleased to announce the successful completion of our subordinated debt offering under favorable terms. The new capital that we downstream to our Bank is leverageable Tier 1 capital, which will be integral to fueling the continued growth of our organization. Through the issuance of these notes, we have cost-effectively increased our capital levels without diluting our current shareholders.”

Boenning & Scattergood, Inc. served as financial advisor to the Company and acted as the sole placement agent for the Offering and was represented by Dinsmore & Shohl LLP as legal counsel. Vorys, Sater, Seymour and Pease LLP served as the Company’s legal counsel in the Offering.

About First Bancshares, Inc., and First National Bank of Bellevue First Bancshares Inc. was formed in 1982 as a holding company which owns 100% of the shares of First National Bank of Bellevue, established in 1875. First Bancshares, Inc. is also the sole
shareholder of First Bellevue Properties which is a subsidiary formed to hold foreclosed bank assets and other real estate. First National Bank of Bellevue is the primary operating company of the corporation and consists of a community bank with eight Ohio banking offices located in Bellevue, Catawba Island, Clyde, Fremont, Port Clinton, Put-in-Bay, and Sandusky. Forward-Looking Statements

This Press Release contains forward-looking statements that are based on management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, the Company and the Bank. Forward-looking statements are identifiable by words or phrases such as “believe,” “cost-effective,” “enhance,” “intend” and variations of such words and similar expressions. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. The Company undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise.

Dean Miller, President, Chief Executive Officer and Director
Edmund Schafer, Senior Vice President and Chief Financial Officer
(419) 483-7340