The First Bancshares, Inc. 8K Entry into a Material Definitive Agreement | FBMS 14 Oct 16

Exhibit 99.2

Filed Pursuant to Rule 433Registration Statement No. __________Issuer Free Writing Prospectus Dated October __, 2015Relating to Preliminary Prospectus Supplement Dated October __, 2015 1 $63,250,000 Private PlacementOctober 2016Strictly Confidential

Caution Regarding Forward Looking Statements This presentation contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These statements include, but are not limited to, descriptions of the financial condition, results of operations, asset and credit quality trends, profitability, projected earnings, future plans, strategies and expectations of The First Bancshares, Inc. (the “Company”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and is including this statement for purposes of complying with those safe harbor provisions. Forward-looking statements, which are based on certain assumptions of the Company, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “seek,” “target,” “potential,” “focus,” “may,” “could,” “should” or similar expressions. These forward-looking statements express management’s current expectations or forecasts of future events, and by their nature, are subject to risks and uncertainties. Therefore, there are a number of factors that might cause actual results to differ materially from those in such statements. Factors that might cause such a difference include, but are not limited to: (i) the effects of future economic, business and market conditions and changes, domestic and foreign, including seasonality; (ii) governmental monetary and fiscal policies; (iii) legislative and regulatory changes, including changes in banking, securities and tax laws and regulations and their application by the Company’s regulators, and changes in the scope and cost of Federal Deposit Insurance Corporation insurance and other coverages; (iv) changes in accounting policies, rules and practices; (v) the risks of changes in interest rates on the levels, composition and costs of deposits, loan demand, and the values and liquidity of loan collateral, securities, and other interest sensitive assets and liabilities; (vi) the failure of assumptions and estimates underlying the establishment of reserves for possible loan losses and other estimates; (vii) changes in borrowers’ credit risks and payment behaviors; (viii) changes in the availability and cost of credit and capital in the financial markets; (ix) changes in the prices, values and sales volumes of residential and commercial real estate; (x) the effects of competition from a wide variety of local, regional, national and other providers of financial, investment and insurance services; (xi) the risks of mergers, acquisitions and divestitures, including, without limitation, the related time and costs of implementing such transactions, integrating operations as part of these transactions and possible failures to achieve expected gains, revenue growth and/or expense savings from such transactions; (xii) changes in technology or products that may be more difficult, costly, or less effective than anticipated; (xiii) the effects of war or other conflicts, acts of terrorism or other catastrophic events, including hurricanes, storms, droughts, tornados and flooding, that may affect economic conditions generally and in the Company’s markets; (xiv) the failure or inadequecy of assumptions and estimates used in the Company’s reviews of its loan portfolio, the review of its credit grading methods by an independent firm and the Company’s analysis of its capital position; and (xv) such other matters as discussed in this presentation or identified in the Company’s periodic filings with the Securities and Exchange Commission, particularly those matters described under the heading “Risk Factors” in its Annual Report on Form 10-K for the year ended December 31, 2015. You are cautioned not to place undue reliance on forward-looking statements, which reflect the Company’s outlook only and speak only as of the date of this presentation or the dates indicated in the statements. The Company assumes no obligation to update or supplement forward-looking statements. For further information on these and other factors that could impact the Company and the statements contained herein, reference should be made to the Company’s filings with the Securities and Exchange Commission. This presentation is a summary only. The Company is not making any implied or express representation or warranty as to the accuracy or completeness of the information contained herein. This presentation is neither an offer to sell nor a solicitation of an offer to purchase any securities of the Company. Any offer to sell or solicitation of an offer to purchase securities of the Company will be made only pursuant to the preliminary prospectus supplement and accompanying prospectus filed with the Securities and Exchange Commission. Stephens- To be reviewed by Counsel 2

These slides may contain non-GAAP financial measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of the registrant’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet or statement of cash flows (or equivalent statements) of the issuer; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. In this regard, GAAP refers to generally accepted accounting principles in the United States. Non-GAAP Financial Measures Stephens- To be reviewed by Counsel 3

Offering Summary Issuer: The First Bancshares, Inc. Ticker: NASDAQ: FBMS Offering Type: Private placement Security Type: Mandatorily convertible preferred stock Offering Amount: $63,250,000 Expected Closing Date: October 2016 Conversion: Convertible into common stock; mandatory conversion immediately following shareholder approval; shareholders meeting scheduled as soon as practical following the offering Registration: FBMS will register the shares within 90 days of conversion to common Use of Proceeds: Support the acquisitions of Gulf Coast Community Bank and Iberville Bank and for general corporate purposes, including organic growth and other potential acquisitions Senior Placement Agent: FIG Partners, LLC Junior Placement Agent: Stephens Inc. Co-Placement Agent: Keefe, Bruyette & Woods, Inc. 4

Offering Rationale Supports the acquisitions of Gulf Coast Community Bank and Iberville BankGulf Coast Community Bank - $133 million in assets, headquartered in Pensacola, FLIberville Bank - $258 million in assets, headquartered in Plaquemine, LAAcquisitions are consistent with the Company’s expansion strategy first developed in 2009 and will substantially increase the Company’s presence in the Baton Rouge MSA and expand FBMS into the contiguous Florida Panhandle marketManagement has a proven track record and history of successful acquisitionsStrengthens capital ratiosTangible Common EquityLeverage RatioTotal RBCNormalizes tangible common equity to appropriate peer levelsOffering is an opportunity to broaden the Company’s investor base and sponsorshipGreater market capitalization and potential for improved trading liquidity post-offering 5

Balance Sheet (06/30/16):Assets - $1.2 billionGross Loans - $833.0 millionDeposits - $1.0 billionCDCI Preferred - $17.1 millionTangible Common Equity - $77.5 millionProfitability (6/30/16 YTD):Net Income of $5.3 million vs $4.2 million YTD 2015ROAA - 0.87%ROATCE - 14.1%Efficiency Ratio of 68.0% vs 71.4% YTD 2015Asset Quality:Manageable NPA levelsLimited direct energy exposureDisciplined approach has concentration levels within regulatory guidelines Operates 29 branches and 4 LPOs in the Gulf South Region www.thefirstbank.com Note: Financial information excludes announced mergers of Gulf Coast Community Bank and Iberville BankSource: Company documents and SNL Financial Company Overview: The First Bancshares, Inc. FBMS Locations LPO Locations 6

M. Ray “Hoppy” Cole, Jr. Dee Dee Lowery President, CEO30 years experience Executive VP, CFO26 years experience Ion Mixon Eric Waldron Executive VP, Risk Manager17 years experience President, Northern Region21 years experience Chris Ryals Carol Daniel Executive VP, COO22 years experience Executive VP, Credit Administrator34 years experience Hayden Mitchell Dave Bush Executive VP, Chief Retail Banking Officer 40 years experience Executive VP, Private Banking Manager37 years experience Ray Wesson Wade Neth President, Southern Region24 years experience President, Alabama Region30 years experience Executive Leadership Team 7 Executive leadership team has been with the Company for an average of 9 yearsSame team responsible for devising and executing the plan to double the size of the Company Source: Company documents and SNL Financial

Source: Company documents Recent Franchise Expansion 2011 Acquired 8 Whitney Branches in MS: $179 million Deposits 2013 De Novo Expansion: Ocean Springs, MS Branch 2013 Successful Private Placement: $20 million 2013 Acquired First National Bank of Baldwin County in a bankruptcy transaction: $187 million Assets 2014 Acquisition of BCB Holding Co. of Mobile (Bay Bank) with Assets of $79 million/Valued at 115% of TBV Post Acquisition: 30 locations; $250 million Deposits in Mobile MSA 9th Market Ranking 2014 Opened Full Service Office in Baton Rouge, LA Opened Slidell Loan Production Office (New Orleans area) 2015 Expansion into Jackson MS Metro Area with Acquisition of The Mortgage Connection 2016 Opened LPO in Jackson, MS 2016 Pending acquisitions of Gulf Coast Community Bank in Pensacola, FL and Iberville Bank in Plaquemine, LA 8 In 2009, FBMS formulated a 5-year, tri-state expansion strategy focused on branch expansion and acquisitions of banks with assets less than $500 million in MS, AL and LAThe proposed acquisitions of Gulf Coast Community Bank and Iberville Bank are consistent with this strategy

1 As of June 30, 20162 CAGR based on YTD annualized net income of $10.6 million3 CAGR based on YTD annualized diluted EPS of $1.86Source: SNL Financial; GAAP Data; Company documents Financial Performance Since 2009 $ In Millions 2009 2010 2011 2012 2013 2014 2015 YTD1 CAGR Since 2009 Balance Sheet Total Assets $478 $503 $681 $721 $941 $1,094 $1,145 $1,225 15.6% Gross Loans $320 $333 $388 $414 $583 $707 $776 $833 15.9% Deposits $384 $396 $573 $597 $780 $893 $917 1,032 16.4% Loans/Deposits 83% 84% 68% 69% 75% 79% 85% 81% Net Income $1.7 $2.5 $2.9 $4.0 $4.6 $6.6 $8.8 $5.3 29.9%2 ROAA 0.36% 0.51% 0.50% 0.57% 0.49% 0.64% 0.78% 0.87% ROATCE 4.0% 6.4% 9.2% 10.6% 8.5% 10.9% 12.7% 14.1% Net Interest Margin2 3.32% 3.74% 3.99% 3.59% 3.44% 3.70% 3.72% 3.68% Diluted Earnings Per Share $0.49 $0.74 $0.82 $1.16 $0.96 $1.19 $1.55 $0.93 21.0%3 9

Execution on 5-Year Plan CAGR since 2009 (w/ pending deals): 20.6%CAGR since 2009 (w/o pending deals): 15.6%Legacy CAGR since 2009: 7.8% $ in millions 10 *YTD is as of June 30, 2016Note: Acquired assets excludes Mortgage Connection acquisition and includes pending acquisitions of Gulf Coast Community Bank and Iberville BankSource: Company documents

Execution on 5-Year Plan 11 *YTD is as of June 30, 2016Source: Company documents

Execution on 5-Year Plan 12 *YTD is as of June 30, 2016Source: Company documents

Execution on 5-Year Plan 13 2015 Deposits by Market 2009 Deposits by Market Source: Company documents

Market Demographics 14 *FBMS represents an average rate weighted by deposits for each county in which the Company operatesSource: SNL Financial FBMS operates in diverse markets within the growing Gulf South Hattiesburg is home to University of Southern Mississippi, and its economy is driven by strong retail and medical industries The Mississippi Gulf Coast has a $1.1 billion gaming industry with a focus on tourism and hospitality – currently 12 casinos with 2 additional properties planned for future developmentBaldwin County, AL is among the nation’s fastest growing areas with a heavy manufacturing presence as well as a significant tourism industry

Commercial Real Estate Portfolio 15 1 Based on internal Company calculationsNote: CRE loans do not include Owner Occupied CRESource: Internal Company documents 2Q 2013 2Q 2014 2Q 2015 2Q 2016 CRE Loans: $177.8 $166.9 $206.8 $250.1 CRE Annual Growth: - (6%) 24% 21% 3 Year CRE Growth - - - 41% CRE Concentration Ratio1: 210% 188% 207% 231% C&D Concentration Ratio1: 86% 83% 93% 94%

Net Interest Margin Analysis 16 Source: GAAP data; Company documents

Asset Liability Management 17 Source: ALM report by First National Bankers Bank The Company maintains an asset sensitive balance sheet that would benefit from an increase in interest rates Changes to net interest income and economic value of equity are well within policy limits in all rate shock scenarios The First Bancshares is Asset Sensitive

Capital Raising Thought Process 18 Since early 2015, FBMS has been evaluating the timing of a smaller capital raise intended to strengthen TCE / TADuring the course of evaluating the capital raise, FBMS was presented with the opportunity to minimize the dilutive effects of the offering Strengthen Capital Levels M&A Transactions Iberville BankPlaquemine, LA$258 million in assets$31.1 million transaction value100% Cash Gulf Coast Community BankPensacola, FL$133 million in assets$2.3 million transaction value100% Stock $63,250,000Support the acquisitions of Gulf Coast Community Bank and Iberville Bank and for general corporate purposes, including organic growth and other potential acquisitions Proposed Offering

19 Proposed Acquisition Transaction Value: $2.3 million Price / TBV: 39% Exchange Ratio1: 0.0285x Consideration: 100% Stock Shares Issued2: 128,643 FBMS shares issued PF Ownership3: 2.3% Cost Saves4: 46% Transaction Expenses: $3.3 million (pre-tax) Intangibles Created: $2.4 million Expected Closing: 4th Quarter 2016 TBV Earnback Period: 2.3 years IRR: 38.3% Gulf Coast Community Bank 1 Based on FBMS stock price of $17.502 Based on average price of $17.50 for FBMS common stock3 Does not include additional shares from the capital offering4 100% realized in 2017 Financial Highlights Pro Forma Regional Branch Map FBMS Locations Gulf Coast Locations Transaction Terms

Expansion into attractive contiguous marketExisting knowledge of the Pensacola market with management structure already in placeAbility to leverage the Company’s lending expertise and higher lending limit to better serve new and existing clientsLow cost deposit base and well-situated offices provide low cost entry into the Pensacola market Operating synergies and current inefficiencies result in significant cost savings StrategicRationale Comprehensive due diligence process completed, rigorous internal loan review and OREO inspectionCredit Risk Management reviewed 53% of the total loan portfolioMarking down and selling the bulk of the problem loans and OREO greatly reduces credit risk$3.5 million gross loan mark (4.0%) and $12.0 million mark on OREO Commitment in place to sell $15.8 million in OREO at closing for $6.0 millionFBMS will only assume $3 million of classified loans and $1.4 million of OREO RiskMitigation Transaction Rationale 20

Expansion into the Pensacola Market 21 Growing economy based on tourism, military and educationVisitors to Pensacola spent $849 million in 2015 and supported approximately 20,000 jobs in the area Location of Naval Air Station Pensacola, employing more than 16,000 military and 7,400 civilian personnelUniversity of West Florida has more than 12,000 students enrolled in its undergrad, graduate and research programsNavy Federal Credit Union recently moved its headquarters to Pensacola, bringing 5,200 jobs to the area with an additional 5,000 expected in coming years Source: SNL Financial; www.visitpensacola.org; www.navymwrpensacola.com; www.uwf.edu

22 Proposed Acquisition Iberville Bank 1 75% realized in 2017, 100% thereafter Transaction Value: $31.1 million Price / TBV: 122% Consideration: 100% Cash Cost Saves1: 40% Transaction Expenses: $6.0 million (pre-tax) Intangibles Created: $6.6 million Board Representation: 1 seat on bank level Board Expected Closing: 4th Quarter 2016 TBV Earnback Period: 4.1 years IRR: 33.9% FBMS Locations Iberville Bank Locations Financial Highlights Pro Forma Regional Branch Map Transaction Terms

Founded in 1931, Iberville Bank is an established franchise with deep ties to the local communityIncreases the Company’s presence in one of the Gulf South’s premier markets, ranking in the top 10 in deposit market share in the Baton Rouge MSA Leverages existing local infrastructure for maximum efficienciesLow loan/deposit ratio provides significant potential for loan growthExcellent credit quality due to strong underwriting standards Low cost deposit base with 31% non-interest bearing deposits Comprehensive due diligence process completed, rigorous internal loan review External loan review by Credit Risk Management - reviewed 53% of the principal loan dollar balanceGross credit mark to loans of $3.9 million (2.7%)Additional due diligence to measure impact of the recent storm – FBMS has visited all flood-impacted propertiesApproximately 8% of deal value is being held in escrow as contingency for flood-related loan losses3rd party accounting firm reviewed accounting treatment as a section 1361 asset purchase – no deferred tax assets or liabilities to be created in the transaction Transaction Rationale 23 StrategicRationale RiskMitigation

Iberville provides FBMS with stable, low cost deposits and… 24 Note: All data is representative of Iberville Bank unless indicated otherwise1Net income tax-effected at 35%Source: SNL Financial …the ability to generate significant operating efficiencies Loans / Deposits Cost of Interest-Bearing Deposits % Noninterest-Bearing Deposits Efficiency Ratio, FTE Noninterest Exp. / Avg. Assets Tax-Effected ROAA1 Avg. Deposits per Branch ($M)

Core Earnings Capacity 25 Last Twelve Months Core Earnings Reconciliation ($000)1 Baseline earnings of $3.6 million Excludes revenue synergies opportunities Excludes ability to leverage excess liquidity of 61.9% Loan / Deposit ratio 1Data for the twelve months ended 6/30/162Tax rate of 35%3Based on Iberville Bank reported LTM noninterest expense of $9,704 3 (S-Corp) 2

Strengthened Market Presence 26 Strong, diverse economy focused on government, education and energyAs the capitol of Louisiana, more than 22,000 people are employed in state and local government jobs Louisiana State University is one of the largest universities in the country with more than 31,000 students enrolled in undergrad, graduate and research programs Petrochemical hub of the region – ExxonMobil employs approximately 5,000 people in its 8 Baton Rouge locations Source: SNL Financial; www.brgov.com; www.lsu.edu; www.exxonmobil.com

Pro Forma Map Source: SNL Financial 27 FBMS Locations FBMS LPO LocationsGulf Coast Locations Iberville Locations

28 Pro Forma Deposit Market Composition 2009 Deposits by State 2015 Deposits by State Pro Forma Deposits by State Note: Based on June 30, 2015 deposit data Since 2009, FBMS has significantly improved its geographic diversity and reduced risk by decreasing its percentage of Mississippi deposits from 100% to 54% of total depositsThe Company has expanded into markets with better growth prospects than its legacy branches, driving recent and future growth

Pro Forma Loans 1 Includes purchase accounting adjustments and $63.25 million capital offering with 5% selling expensesNote: FBMS concentration ratios based on internal Company calculationsSource: SNL Financial, internal Company documents FBMS Gulf Coast Iberville Pro Forma1 29 Gross Loans: $143 million C&D Concentration: 82% CRE Concentration: 255% NPA / Assets: 1.54% Gross Loans: $87 million C&D Concentration: 180% CRE Concentration: 402% NPA / Assets: 16.58% Gross Loans: $831 million C&D Concentration: 94% CRE Concentration: 231% NPA / Assets: 1.13% Net Loans: $1,049 million C&D Concentration: 85% CRE Concentration: 219% NPA / Assets: 0.89%

Pro Forma Deposits Note: Does not include purchase accounting adjustmentsSource: SNL Financial 30 FBMS Gulf Coast Iberville Pro Forma Deposits: $231 million MRQ Cost of Deposits: 0.16% Loans / Deposits: 62% Deposits: $116 million MRQ Cost of Deposits: 0.28% Loans / Deposits: 75% Deposits: $1,032 million MRQ Cost of Deposits: 0.32% Loans / Deposits: 81% Deposits: $1,379 million MRQ Cost of Deposits: 0.29% Loans / Deposits: 76%

Pro Forma Balance Sheet 31 Note: See footnotes on next page for additional detail

Pro Forma Balance Sheet Footnotes 32 Footnotes a. Proceeds from sale of loans and OREO, net of transaction costs b. $2.8 million reversal of reserves, $3.5 million loan credit mark, $1.4 million loan rate mark up, and $3.4 million reduction from loan sale c. $12.0 million OREO fair value mark plus $6.0 million OREO sold at close d. Goodwill created e. Core deposit intangible created f. Net DTA from fair value adjustments and NOL carry-forward g. Time deposit mark h. Purchase price, transaction costs, and repayment of FHLB advances i. $2.0 million reversal of reserves, $3.9 million loan credit mark and $3.0 million rate mark up j. Mark on OREO k. Goodwill created l. Core deposit intangible created m. Time deposit mark n. Redemption of FHLB o. Proceeds from capital raise, net of expenses

Pro Forma Impact 33 $63,250,000 common stock raise The transaction is $0.64 dilutive1 to tangible book value at close, earned back over approximately 4.1 yearsPro forma capital ratios: FBMS(6/30/2016) Transactions & $63.25 Million Base Offering (6/30/2016) TCE / TA: 6.4% 8.0% Leverage Ratio: 8.5% 9.3% CET1 Ratio: 7.8% 10.2% Tier 1 Risk Weighted Ratio: 10.5% 12.4% Total Risk Based Ratio: 11.3% 13.0% 1 Tangible book value dilution from the Gulf Coast Community Bank and Iberville Bank deals is estimated to be $0.64 per share. Overall tangible book value dilution, including capital to be used for general corporate purposes, is estimated to be $0.12 per share.Note: TBV dilution and payback projections assume $63.25 million offering at $17.75 per share

Investment Highlights FBMS presents an opportunity to invest in a premier Gulf South franchise with an experienced management team and attractive growth opportunities Attractive entry point for a growing Gulf South franchise with excellent operating metricsThe community bank of choice in southern Mississippi, with a growing presence in Alabama, Louisiana and the Florida Panhandle Experienced and successful leadership teamSuperior performance and execution on five year plan14% ROATCEApproaching 1% ROAAMinimal direct exposure to energyStrengthens capital ratios Greater market capitalization and potential for improved trading liquidity post-offeringOffering is an opportunity to broaden the Company’s investor base and sponsorshipSignificant M&A opportunities with over 180 potential target banksOpportunity to invest in a growth story 34

Growing in the Gulf South 35

The First Bancshares, Inc. (FBMS) 8-KEntry into a Material Definitive Agreement