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March 25, 2024
Donna T. Lowery
Chief Financial Officer
First Bancshares Inc. /MS/
6480 U.S. Highway 98 West
Hattiesburg, MS 39402
Re:First Bancshares Inc. /MS/
Form 10-K for Fiscal Year Ended December 31, 2023
Form 8-K filed January 25, 2024
File No. 000-22507
Dear Donna T. Lowery:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 35
1.We note that the commercial real estate loans represent 59.2% of your total loans held for
investment at December 31, 2023. Given the significance of commercial real estate in
your total loan portfolio, please revise your disclosures, in future filings, to further
disaggregate the composition of these loans into owner occupied and nonowner occupied,
borrower type (e.g., by office, hotel, multifamily, etc.), geographic concentrations and
other characteristics (e.g., current weighted average and/or range of loan-to-value ratios,
occupancy rates, etc.) material to an investor’s understanding of your commercial real
estate loan portfolio.
2.Additionally, we note the statements on page 59 regarding potential deposit changes in
light of ‘the most recent economic cycle.’ Please revise the risk management discussion to
clarify the specific risk management policies, procedures or other actions undertaken by
management in response to the current environment.

 FirstName LastNameDonna T.  Lowery
 Comapany NameFirst Bancshares Inc. /MS/
 March 25, 2024 Page 2
 FirstName LastName
Donna T.  Lowery
First Bancshares Inc. /MS/
March 25, 2024
Page 2
Notes to Consolidated Financial Statements
Note B - Summary of Significant Accounting Policies, page 71
3.Please revise, in future filings, to disclose your accounting policies for U.S Treasury
Awards, which have been recorded as both non-interest income and non-interest expense
in fiscal 2023. In addition, please revise to provide clarity around the rights, terms and
conditions, and your accounting for the U.S. Treasury Awards.
Form 8-K filed January 25, 2024
Exhibit 99.2 Investor Presentation, page 35
4.We note your presentation of the Non-GAAP measure Tangible book value per common
share excluding AOCI. Please address the following:
•Tell us and revise your disclosures, in future filings, to more fully explain what
the measure represents and its usefulness to investors. In addition please revise
your Non-GAAP Financial Measures discussion in Exhibit 99.1 to
clearly explain how, for each of your non-GAAP measures, investors should use the
measure or what specifically the measure tells investors.
•Tell us how you determined the adjustment to exclude accumulated other
comprehensive income (loss) is appropriate, including your consideration of whether
the adjustment relates to normal, recurring activities of the Company or if it results in
individually tailored accounting. Refer to Question 100.04 of the Division of
Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP
Financial Measures.
•Tell us how you concluded it was appropriate to not also add back the impact of
AOCI to the denominator (total tangible assets) so that both the numerator and
denominator would be calculated on a consistent basis.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Michael Henderson at 202-551-3364 or Marc Thomas at 202-551-3452
with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance