Sec Form 4 Filing - COLE M RAY JR @ FIRST BANCSHARES INC /MS/ - 2024-12-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person COLE M RAY JR 2. Issuer Name and Ticker or Trading Symbol FIRST BANCSHARES INC /MS/ [ FBMS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) PRESIDENT, CEO AND CHAIRMAN (Last) (First) (Middle) P O BOX 203 3. Date of Earliest Transaction (MM/DD/YY) 12/15/2024 (Street) ELLISVILLE, MS39437 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price COMMON STOCK 12/15/2024 F 1,960 D $ 36.17 140,744 ( 1 ) D COMMON STOCK 12/15/2024 F 1,806 D $ 36.17 138,938 ( 2 ) D COMMON STOCK 12/15/2024 F 2,432 D $ 36.17 136,506 ( 3 ) D COMMON STOCK 12/15/2024 F 2,072 D $ 36.17 134,434 ( 4 ) D COMMON STOCK 12/15/2024 F 13,541 D $ 36.17 120,893 ( 5 ) D COMMON STOCK 12/15/2024 F 4,154 D $ 36.17 116,739 ( 6 ) D COMMON STOCK 12/15/2024 F 4,609 D $ 36.17 112,130 ( 7 ) D COMMON STOCK 12/15/2024 F 3,479 D $ 36.17 108,651 ( 8 ) D COMMON STOCK 12/15/2024 A 9,278 A 117,929 ( 9 ) D COMMON STOCK 12/15/2024 F 3,929 D $ 36.17 114,000 ( 10 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other COLE M RAY JR P O BOX 203 ELLISVILLE, MS39437 X PRESIDENT, CEO AND CHAIRMAN Signatures M. Ray Cole, Jr. 12/17/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 3,381 shares of restricted stock (remaining after 1,960 shares were surrendered for taxes) that were granted on March 1, 2020 and vested on 12-15-24 on an accelerated basis. ( 2 )Includes 3,094 shares of restricted stock (remaining after 1,806 shares were surrendered for taxes) that were granted on July 17, 2020 and vested on 12-15-24 on an accelerated basis. ( 3 )Includes 4,068 shares of restricted stock (remaining after 2,432 shares were surrendered for taxes) that were granted on March 1, 2021 and vested on 12-15-24 on an accelerated basis. ( 4 )Includes 3,323 shares of restricted stock (remaining after 2,072 shares were surrendered for taxes) that were granted on March 1, 2022 and vested on 12-15-24 on an accelerated basis. ( 5 )Includes 21,449 shares of restricted stock (remaining after 13,541 shares were surrendered for taxes) that were granted on May 19, 2022 and vested on 12-15-24 on an accelerated basis. ( 6 )Includes 6,321 shares of restricted stock (remaining after 4,154 shares were surrendered for taxes) that were granted on February 17, 2023 and vested on 12-15-24 on an accelerated basis. ( 7 )Includes 6,912 shares of restricted stock (remaining after 4,609 shares were surrendered for taxes) that were granted on May 25, 2023 and vested on 12-15-24 on an accelerated basis. ( 8 )Includes 4,976 shares of restricted stock (remaining after 3,479shares were surrendered for taxes) that were granted on February 15, 2024 and vested on 12-15-24 on an accelerated basis. ( 9 )Restricted stock grant of 9,278 shares, subject to forfeiture with the exception of the 3,929 shares that were accelerated and immediately forfeited for taxes. The remaining shares in the amount of 5,349 shares will vest on December 15, 2029. ( 10 )Includes 5,349 shares of restricted stock (remaining after 3,929 shares were surrendered for taxes) that were granted on December 15, 2024.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.