Filed by The First Bancshares, Inc.

(Commission File No. 000-22507)
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934

Subject Company: Heritage Southeast Bancorporation, Inc.

(Commission File No. 0-25846)

Date: July 27, 2022

On July 27, 2022, the following materials were distributed to employees of Heritage Southeast Bancorporation, Inc.

 

Talking Points for Employees

The First Bancshares, Inc., holding company for The First Bank, announced today the signing of a definitive agreement to acquire Heritage Southeast Bancorporation, Inc. Heritage Southeast Bank is a $1.7B community bank headquartered in Jonesboro, Georgia with 22 locations in Georgia and one in Florida. The legal closing of this transaction is expected to occur in the 4th quarter of 2022 subject to customary conditions, including regulatory approval.

We are very excited about two community banks coming together that share a common vision to deliver extraordinary personal service to their clients and to support the communities that they serve.

· 25 years ago, The First Bank started with a vision to create a community oriented financial institution.

· By joining forces with Heritage Southeast Bank, that vision continues. Together we will have over 120 locations and over 1,000 team members across the South serving the states of Alabama, Florida, Georgia, Louisiana, and Mississippi. ⁽¹⁾

· Our partnership means expanded services and additional capacity for our existing clients as well as opening new growth oriented markets.

Customers will still do business with bankers they have come to know and trust. They will still receive that personal care that has come to be expected from both financial institutions.

· We will still provide a full array of financial services and products, now with the strength of a community bank approximately ~$8 billion in total assets, ~$7 billion in total deposits and ~$5 billion in total loans.⁽¹⁾

· When you bank with The First Bank, you are banking with a safe, sound, quality bank. The First Bank is profitable and growing, with a strong capital base, having achieved 96 consecutive quarters of profitability. It is because of this commitment that The First Bank earned a 5 Star Rating (the highest given) by BauerFinancial, “the nation’s bank rating service.”

Together we will continue to follow the guiding principles as set out by our founders, focusing on customer service, building relationships, and expanding our market share throughout the South.

We look forward to growing together!

⁽¹⁾ Pro forma for Beach Bancorp, Inc. and Heritage Southeast Bancorporation, Inc.

Additional Information about the Merger and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  The First Bancshares, Inc. (“FBMS”) will file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 for the proposed merger containing a joint proxy statement/prospectus of Heritage Southeast Bancorporation, Inc. (“HSBI”) and FBMS, and FBMS will file other documents with the SEC with respect to each of the proposed mergers. A definitive joint proxy statement/prospectus will be mailed to shareholders of HSBI and FBMS. Investors and security holders of FBMS and HSBI are urged to read the entire proxy statement/prospectus and other documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information about FBMS and HSBI and the proposed merger transaction. Investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus (when available) and other documents filed with the SEC by FBMS through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by FBMS will be available free of charge on FBMS’ internet website or by contacting FBMS.

FBMS, HSBI and their respective directors and executive officers and other members of management and employees, may be considered participants in the solicitation of proxies in connection with the proposed transactions. Information about the directors and executive officers of FBMS is set forth in its proxy statement for its 2022 annual meeting of shareholders, which was filed with the SEC on April 6, 2022 and its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Cautionary Statements Regarding Forward-Looking Information.

This communication contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology, including statements related to the expected timing of the closing of the proposed transaction between FBMS and HSBI (the “Merger”), the expected returns and other benefits of the Merger to shareholders, expected improvement in operating efficiency resulting from the Merger, estimated expense reductions resulting from the transactions and the timing of achievement of such reductions, the impact on and timing of the recovery of the impact on tangible book value, and the effect of the Merger on FBMS’s capital ratios. Forward-looking statements represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements.

Factors that could cause or contribute to such differences include, but are not limited to (1) the risk that the cost savings and any revenue synergies from the Merger may not be realized or take longer than anticipated to be realized, (2) disruption from the Merger with customers, suppliers, employees or other business partners relationships, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive Merger agreement, (4) the risk of successful integration of HSBI into FBMS, (5) the failure to obtain the necessary approval by the shareholders of either HSBI or FBMS, (6) the amount of the costs, fees, expenses and charges related to the Merger, (7) the ability by FBMS obtain required governmental approvals of the Merger, (8) reputational risk and the reaction of each of FBMS’s and HSBI’s customers, suppliers, employees or other business partners to the Merger, (9) the failure of the closing conditions in the definitive Merger agreement to be satisfied, or any unexpected delay in closing of the Merger, (10) the risk that the integration of the operations of HSBI into the operations of FBMS will be materially delayed or will be more costly or difficult than expected, (11) the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (12) the dilution caused by FBMS’s issuance of additional shares of its common stock in the Merger transaction, and (13) general competitive, economic, political and market conditions. Additional factors which could affect the forward-looking statements can be found in the cautionary language included under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in FBMS’s Annual Report on Form 10-K for the year ended December 31, 2021, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other documents subsequently filed by FBMS with the SEC. Consequently, no forward-looking statement can be guaranteed. Neither FBMS nor HSBI undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For any forward-looking statements made in this communication, any exhibits hereto or any related documents, FBMS and HSBI claim protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.