UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~March 616, ~~2017~~2018

SUNSHINE FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (850) 219-7200

N/A

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is ana ~~emerging~~large ~~growth~~accelerated ~~company~~filer, asan ~~defined~~accelerated infiler, ~~Rule~~a ~~405~~non-accelerated offiler, ~~the~~a ~~Securities~~smaller ~~Act~~reporting ofcompany, ~~1933~~or ~~(§ 230~~an emerging growth company.~~405~~ See the definitions of ~~this~~"large ~~chapter)~~accelerated orfiler," ~~Rule~~"accelerated ~~12b-2~~filer," of"smaller ~~the~~reporting ~~Securities~~company," ~~Exchange~~and ~~Act~~"emerging ofgrowth ~~1934~~company" (§in Rule ~~240.~~12b-2 of ~~this~~the ~~chapter)~~Exchange Act.

Emerging growth company ☐

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☐		Smaller reporting company ☒
(Do not check if a smaller reporting company)		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

IfItem an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act8. ☐01 Other Events

~~Item~~Merger ~~1.01~~Closing ~~Entry into a Material Definitive Agreement~~Date

OnThe ~~December~~First 6Bancshares, ~~2017,~~Inc. ("First Bancshares") and Sunshine Financial, Inc., ~~a Maryland corporation~~ ("Sunshine "), anticipate that the ~~parent~~proposed ~~company~~merger of Sunshine ~~Community~~with ~~Bank,~~and ~~entered~~ into anFirst ~~Agreement~~Bancshares ~~and Plan of Merger~~ (the "Merger ~~Agreement~~") ~~with~~will ~~The~~be ~~First~~effective ~~Bancshares,~~as ~~Inc., a Mississippi corporation ("FBMS"), which is the parent company~~ of ~~The~~April ~~First~~1, A2018. ~~National Banking Association ("~~The ~~First"). The~~closing ~~Merger~~remains ~~Agreement provides that, upon the terms and~~ subject to ~~the~~approval ~~conditions~~of ~~set~~the ~~forth~~Agreement ~~therein, Sunshine will merge with~~ and ~~into~~Plan ~~FBMS~~of ~~(the "~~Merger"), ~~with~~dated ~~FBMS~~December as6, ~~the surviving corporation in the Merger. It is expected that following the Merger~~2017, ~~Sunshine~~by ~~Community~~and ~~Bank~~between ~~will~~First beBancshares ~~merged with~~ and ~~into~~Sunshine ~~The First~~ (the "~~Bank~~ Merger Agreement"), ~~with~~by ~~The First as~~ the ~~surviving~~Sunshine ~~bank~~stockholders inat the ~~Bank~~special ~~Merger. The~~meeting ~~aggregate consideration is valued at approximately $32.1 million, based on 1,027,599 shares~~ of Sunshine ~~common~~stockholders ~~stock~~on ~~outstanding~~March 27, 802018,~~000~~ ~~Sunshine in-the money options~~ and ~~FBMS'~~satisfaction ~~stock price~~ of ~~$33.35~~all ~~per~~other ~~share~~conditions asdescribed ofin ~~December~~the 6,Merger ~~2017~~Agreement.

~~Pursuant~~Regulatory to the Merger Agreement, at the effective time of the Merger, each outstanding share of Sunshine common stock will be converted into the right to receive, at the election of each Sunshine shareholder (subject to certain conditions, including conditions relating to pro-ration): (i) 0.93 of a share (the "Exchange Ratio") of FBMS common stock (the "Per Share Stock Consideration") or (ii) $27.00 in cash (the "Per Share Cash Consideration" and collectively with the Per Share Stock Consideration, the "Merger Consideration"). The election of shares of FBMS stock or cash will be subject to pro-ration such that 75% of the issued and outstanding shares of Sunshine common stock will be exchanged for FBMS common stock and 25% will be exchanged for cash. Options to purchase Sunshine common stock outstanding at the effective time of the Merger will fully vest and be exchanged for a cash payment equal to the difference, if positive, between the Per Share Cash Consideration under the Merger Agreement and the corresponding exercise price of such option.Approval

~~The~~As ~~Merger~~of February 27, 2018, First Bancshares has ~~been~~received ~~approved~~all byregulatory approvals necessary to consummate the ~~boards~~Merger. The ofMerger ~~directors~~remains ofsubject ~~each~~to the approval of Sunshine's stockholders and ~~FBMS~~the satisfaction of other customary closing conditions.

~~The~~Proposed ~~Merger~~Settlement ~~Agreement includes customary representations, warranties and covenants~~ of ~~the~~Litigation ~~parties.~~Related ~~The covenants of Sunshine include, among other things, (i)~~ to ~~conduct its business in~~ the ~~ordinary course until the~~ Merger is completed, (ii) to hold a shareholders' meeting for the purpose of voting on the approval of the Merger Agreement, (iii) subject to its fiduciary duties, to recommend to its shareholders the approval of the Merger Agreement, (iv) not to solicit proposals relating to alternative business combination transactions and (v) subject to certain exceptions, not to enter into discussions concerning, or provide confidential information in connection with, any proposals for alternative business combination transactions. The covenants of FBMS include, among other things, to use reasonable efforts to preserve intact its business organization and assets and maintain its rights and franchises.

~~Consummation~~On ofFebruary 9, 2018, Stephen Bushansky, the ~~Merger~~owner isof ~~subject~~100 toshares ~~customary~~of ~~closing~~Sunshine ~~conditions~~stock, ~~including,~~commenced ~~without~~a ~~limitation,~~civil ~~(i)~~action in the ~~approval~~Circuit Court of the ~~Sunshine~~Second ~~shareholders~~Judicial byCircuit ~~the~~in ~~requisite~~and ~~shareholder~~for ~~vote~~Leon County, ~~(ii)~~Florida ~~the~~against ~~making~~Sunshine, ofits ~~certain~~directors, ~~governmental~~and ~~filings,~~First ~~receipt~~Bancshares. The ofplaintiff ~~regulatory~~purports ~~approvals~~to ~~and~~bring the ~~expiration~~action ofas ~~any~~a ~~applicable~~class ~~waiting periods~~action, ~~(iii)~~on ~~the~~behalf ~~accuracy~~ of ~~representations~~all ~~and~~Sunshine ~~warranties,~~stockholders ~~(iv)~~other than the ~~effectiveness~~defendants ofand ~~the~~their ~~Form~~affiliates. The ~~S-4~~plaintiff ~~Registration~~alleges ~~Statement~~that toSunshine's bedirectors ~~filed~~breached bytheir ~~FBMS~~fiduciary ~~with~~duties ~~the~~by ~~Securities~~agreeing ~~and~~to ~~Exchange~~sell ~~Commission~~Sunshine ~~(the~~at ~~"SEC"),~~an ~~(v)~~inadequate ~~the~~price ~~absence~~after ofan ainadequate ~~material~~sales ~~adverse~~process, ~~effect~~ and ~~(vi)~~by ~~the~~failing ~~receipt~~to ofdisclose ~~favorable~~all ~~tax~~material ~~opinions~~information ~~that~~concerning the ~~Merger~~proposed ~~will~~transaction. The ~~qualify~~plaintiff asalleges athat ~~reorganization~~Sunshine ~~within~~and ~~the~~First ~~meaning~~Bancshares ofaided ~~the~~and ~~Internal~~abetted ~~Revenue~~these ~~Code~~breaches of ~~1986,~~fiduciary ~~as amended~~duty. The ~~Additionally,~~plaintiff ~~consummation~~asks of the ~~Merger~~Court isto ~~conditioned~~enjoin ~~upon~~the ~~holders~~defendants offrom noproceeding ~~more~~with ~~than~~the ~~12.5%~~proposed oftransaction ~~the~~unless ~~issued~~ and ~~outstanding~~until ~~shares~~all ofmaterial ~~Sunshine~~information ~~having~~has ~~exercised~~been ~~their statutory appraisal or dissenters' rights~~disclosed.

~~The~~First ~~Merger~~Bancshares, ~~Agreement~~Sunshine ~~contains~~and ~~certain~~Sunshine's ~~termination~~directors ~~rights~~deny ~~for~~the ~~both~~plaintiff's ~~FBMS~~allegations. They ~~and~~believe ~~Sunshine,~~the ~~including,~~proposed ~~without~~transaction ~~limitation,~~was ~~(i)~~only ifentered ~~the~~into ~~Merger~~after ~~has~~Sunshine ~~not~~had ~~been~~engaged ~~completed~~in byan ~~May~~exhaustive ~~31,~~sales ~~2018,~~process. They ~~subject~~believe tothe anprice ~~automatic extension~~ to ~~August~~be ~~31,~~paid ~~2018~~in if the ~~only~~proposed ~~outstanding~~transaction ~~condition~~ is the ~~receipt~~best ofprice ~~regulatory~~available ~~approvals,~~to ~~and (ii) if~~ Sunshine's ~~shareholders fail to approve the transaction by the requisite vote~~stockholders. ~~In addition~~Finally, ~~Sunshine~~they ~~may~~believe ~~terminate~~all ~~the~~material ~~Merger~~facts ~~Agreement~~concerning ~~if (x)~~ the ~~average~~proposed ~~closing~~transaction ~~price~~have ofalready ~~the~~been ~~FBMS's~~disclosed ~~common stock during a specified period prior~~ to ~~closing~~Sunshine isstockholders ~~less~~in ~~than~~ the ~~product~~proxy ofstatement/prospectus ~~0.800~~for ~~and $31.90 and (y) FBMS's common stock underperforms~~ the ~~KBW~~proposed ~~Regional~~transaction ~~Bank~~dated ~~Index~~February by12, ~~more than 20%~~2018, ~~unless~~and ~~FBMS~~mailed ~~elects~~ to ~~make a compensating adjustment to the Exchange Ratio. The Merger Agreement further provides that~~ Sunshine ~~will~~stockholders beon ~~required~~February ~~to pay FBMS a termination fee of $1~~16,~~200,000 if~~ ~~the Merger Agreement is terminated under certain specified circumstances~~2018.

~~The~~Nonetheless, ~~foregoing~~on ~~description~~March of16, ~~the~~2018, ~~Merger~~solely ~~Agreement~~for ~~and~~ the ~~Merger~~purpose isof ~~not~~avoiding ~~complete and is qualified in its entirety by reference to~~ the ~~full text of the Merger Agreement filed herewith as Exhibit 2.1 and incorporated herein by reference. The representations~~expense, ~~warranties~~inconvenience and ~~covenants~~uncertainty of ~~FBMS~~litigation, ~~and Sunshine in~~ the ~~Merger~~defendants ~~Agreement~~agreed ~~were~~with ~~made or given by~~ the ~~parties~~plaintiff, ~~only~~among ~~for~~other ~~purposes~~things, ofthat the ~~Merger~~defendants ~~Agreement~~would ~~and~~make ascertain ofadditional ~~specific~~disclosures ~~dates.~~concerning ~~The representations, warranties and covenants were and are solely for~~ the ~~benefit~~proposed ~~of the parties to the Merger Agreement~~transaction, ~~may be subject to important qualifications~~ and ~~limitations agreed to by~~ the ~~parties,~~plaintiff ~~including~~would ~~qualifications~~make ~~and~~no ~~limitations~~effort ~~agreed~~ to ~~for~~prevent the ~~purposes~~completion of ~~allocating contractual risk between~~ the ~~parties~~proposed totransaction ~~the~~and ~~Merger~~dismiss ~~Agreement~~his ~~rather~~complaint ~~than~~with ~~establishing matters as facts~~prejudice. ~~Moreover,~~The ~~some~~agreement ofexplicitly ~~those~~states ~~representations~~that and warranties may not be accurate or complete as of any specified date and may be subject to contractual standards of materiality different from those generally applicable to investors. Information concerning the ~~subject~~resolution ~~matter~~ of the ~~representations,~~civil ~~warranties and~~action ~~covenants may~~on ~~change after~~ the ~~date~~terms ofdescribed ~~the~~above ~~Merger~~is ~~Agreement, and any such subsequent information may or may~~ not bean ~~fully~~admission ~~reflected~~by in the ~~parties'~~defendants ~~public~~that ~~disclosures.~~any ~~Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms~~ of the ~~Merger~~plaintiff's ~~Agreement,~~allegations ~~and~~have ~~not to provide investors with any other factual information regarding FBMS or Sunshine, their respective affiliates or their respective businesses~~merit. The ~~Merger~~resolution ~~Agreement~~of ~~should not be read alone, but should instead be read in conjunction with~~ the ~~other~~civil ~~information~~action ~~regarding FBMS or Sunshine, their respective affiliates or their respective businesses that~~ will behave ~~contained~~no ~~in,~~impact oron ~~incorporated~~the bytiming ~~reference~~of ~~into,~~ the ~~Registration~~special ~~Statement~~meeting ~~on Form S-4 that will include a proxy statement~~ of Sunshine ~~and~~stockholders ato ~~prospectus~~approve ~~of FBMS, as well as in~~ the ~~Forms~~Merger. The ~~10-K,~~additional ~~Forms~~agreed ~~10-Q~~upon ~~and~~disclosures ~~other~~are ~~filings~~set ~~that~~forth ~~the FBMS and Sunshine make with the SEC~~below.

InSUPPLEMENT ~~connection~~TO ~~with~~PROXY the execution and delivery of the Merger Agreement, the directors and certain shareholders of Sunshine have entered into voting agreements (each, a "Voting Agreement") pursuant to which those persons have agreed to vote their shares of Sunshine common stock in favor of approval of the Merger Agreement and the transactions contemplated thereby, subject to the terms and conditions of the Voting Agreement. Under the terms of the Voting Agreements, the directors and certain shareholders have also agreed, with certain exceptions, not to transfer any their shares of common stock of Sunshine. The form of Voting Agreement is filed herewith as Exhibit 10.1 and incorporated herein by reference.STATEMENT/PROSPECTUS

~~Forward-Looking~~The ~~Statements: This~~following ~~communication~~information ~~contains~~supplements ~~"forward-looking~~the ~~statements"~~proxy ~~within~~statement/prospectus ~~the~~dated ~~meaning~~February of12, ~~the~~2018, ~~Private~~and ~~Securities~~mailed ~~Litigation~~to ~~Reform~~Sunshine ~~Act~~stockholders ofon ~~1995~~February 16, 2018. We ~~These~~urge ~~statements~~you ~~include,~~to ~~but~~read ~~are~~the ~~not~~proxy ~~limited~~statement/prospectus ~~to,~~in ~~expectations~~its orentirety. To ~~predictions~~the ofextent ~~future~~that ~~financial~~information herein differs from or ~~business~~updates ~~performance~~information contained in the proxy statement/prospectus, ~~conditions~~the ~~relating~~information contained herein supersedes the information contained in the proxy statement/prospectus. All page references in the information below are to ~~FBMS~~pages ~~and~~in ~~Sunshine~~the proxy statement/prospectus, orand ~~other~~defined ~~effects~~terms ofused but not defined herein have the ~~proposed~~meanings ~~Merger~~set offorth ~~FBMS~~in ~~and~~the ~~Sunshine~~proxy statement/prospectus. ~~These~~Without ~~forward-looking~~admitting ~~statements~~in ~~include~~any ~~statements~~way ~~with~~that ~~respect~~any toof ~~Sunshine's~~the ~~beliefs,~~disclosures ~~plans~~below are material or required by the federal securities laws, ~~objectives~~state fiduciary law, ~~goals~~or any other applicable rule, ~~expectations~~statute, ~~anticipations~~regulation or law, First Bancshares and Sunshine make the following additional disclosures:

estimates and intentions, that are subject to significant risks and uncertainties, and are subject to change based on various factors (some of which are beyond the Sunshine's control). The words "may," "could," "should," "would," "will," "believe," "anticipate," "estimate," "expect," "intend," "plan" and similar expressions are intended to identify forward-looking statements.2

In1. The ~~addition to factors previously disclosed in the reports filed by FBMS and Sunshine with the SEC and those identified elsewhere in this document, the~~ following ~~factors,~~sentence ~~among~~is ~~others,~~inserted ~~could~~immediately ~~cause~~after ~~actual results to differ materially from forward looking statements or historical performance:~~ the ~~ability~~second tosentence ~~obtain regulatory approvals and satisfy other closing conditions to the merger, including approval by shareholders of Sunshine; delay~~ in ~~closing~~ the ~~Merger;~~first ~~difficulties~~full ~~and~~paragraph ~~delays~~appearing inon ~~integrating~~page ~~Sunshine's~~52 ~~business or fully realizing anticipated cost savings and other benefits~~ of the ~~Merger;~~definitive ~~business~~proxy ~~disruptions~~statement/prospectus ~~following the Merger; the strength of the United States economy in general and the strength of the local economies in~~ which ~~FBMS~~is ~~and~~under ~~Sunshine conduct their operations; general economic conditions, legislative and regulatory changes, monetary and fiscal policies of~~ the ~~federal~~heading ~~government,~~"The ~~changes~~Merger in– ~~tax~~Background ~~policies, rates and regulations~~ of ~~federal, state and local tax authorities, changes in interest rates, deposit flows,~~ the cost of funds, demand for loan products, demand for financial services, competition, changes in the quality or composition of FBMS' and Sunshine's loan, investment and mortgage-backed securities portfolios, changes in accounting principles, policies or guidelines and other economic, competitive, governmental and technological factors affecting FBMS' and Sunshine's operations, markets, products, services and fees; and the success in managing the risks involved in the foregoingMerger."

~~Sunshine~~None ~~does~~of ~~not~~these ~~undertake~~non-disclosure toagreements ~~update~~contained ~~any~~a ~~forward-looking~~standstill ~~statement,~~or ~~whether~~similar ~~written~~provision orwhich ~~oral,~~would ~~that~~prohibit ~~may~~these beparties ~~made~~ from ~~time~~making toa ~~time~~topping bybid orfor ~~on behalf of~~ Sunshine toin ~~reflect events or circumstances occurring after~~ the ~~date of this press release~~future.

Additional Information: In connection with the proposed Merger, FBMS will file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 that will include a proxy statement of Sunshine and a prospectus of FBMS, as well as other relevant documents concerning the proposed transaction2. 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. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS WHEN FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FBMS, SUNSHINE AND THE PROPOSED MERGER. The ~~proxy~~following ~~statement/prospectus~~paragraph ~~will~~is beinserted ~~sent~~immediately tofollowing the ~~shareholders~~first offull ~~Sunshine~~paragraph ~~seeking~~on ~~the~~page ~~required~~52 ~~shareholder approvals. Investors and security holders will be able to obtain free copies~~ of the ~~registration~~definitive ~~statement on Form S-4 and the related~~ proxy statement/prospectus, ~~when~~which ~~filed,~~is asunder ~~well as other documents filed with~~ the ~~SEC~~heading by"The ~~FBMS~~Merger ~~through~~– ~~the~~Background ~~web site maintained by the SEC at www.sec.gov. Documents filed with the SEC by FBMS will also be available free~~ of charge by directing a written request to The First Bancshares, Inc., 6480 U.S. Highway 98 West, Hattiesburg, Mississippi 39402, Attn: Chandra Kidd. FBMS's telephone number is (601) 268-899. Documents filed with the ~~SEC by Sunshine will also be available free of charge by directing a written request to Sunshine Financial, Inc~~Merger.~~, 1400 East Park Avenue, Tallahassee, Florida 32301, Attn: Brian Baggett. Sunshine's telephone number is (850) 219-7200.~~"

~~Participants~~Three inof ~~this~~the ~~Transaction:~~four ~~FBMS,~~bidders proposed to acquire Sunshine ~~and~~for ~~certain~~consideration consisting of ~~their~~either ~~respective~~all ~~directors~~stock or a mixture of cash and ~~executive~~stock ~~officers~~within ~~may~~specified beranges, ~~deemed~~with toa betransaction ~~participants~~value inper share of $28.00 at the ~~solicitation~~high end of ~~proxies~~the ~~from~~range and $23.00 at the ~~shareholders~~low end of ~~Sunshine~~the inrange. The ~~connection~~fourth ~~with~~bidder ~~the~~offered ~~proposed~~all cash at a transaction. ~~Information~~value ~~about~~per ~~these~~share ~~participants~~that ~~may~~was besignificantly ~~found~~lower inthan what the other bidders had offered. None of the bidders offered any board seats or provided any specific employment arrangements for Sunshine's existing management.

~~definitive~~3. The ~~proxy~~following ~~statement~~sentence ofsupplements ~~FBMS~~and ~~filed~~restates ~~with~~ the ~~SEC~~first onsentence ~~April~~in ~~12, 2017 and~~ the ~~definitive~~second ~~proxy~~full ~~statement~~paragraph ofappearing ~~Sunshine filed with the SEC~~ on ~~April~~page ~~18,~~52 ~~2017. Additional information regarding the interests~~ of ~~these participants will also be included in~~ the definitive proxy statement/prospectus ~~regarding~~which ~~the~~is ~~proposed~~under ~~transaction~~the ~~when~~heading ~~it becomes available.~~ "The ~~definitive~~Merger ~~proxy~~– ~~statement~~Background ~~can be obtained free~~ of ~~charge from~~ the ~~sources described above~~Merger."

~~Item~~Following ~~5.02~~the ~~Departure~~August of29, ~~Directors~~2017 orSunshine ~~Certain~~Board ~~Officers;~~meeting, ~~Election~~BSP ofwas ~~Directors;~~instructed ~~Appointment~~to contact two of ~~Certain~~the ~~Officers;~~bidders ~~Compensatory~~and ~~Arrangements~~request they increase the bottom of ~~Certain~~their ~~Officers~~consideration range to $24.00.

~~As previously disclosed, Sunshine is party to employment and change of control agreements with Mr~~4. The ~~Louis~~following O.sentences ~~Davis,~~supplement ~~Jr., President~~ and ~~Chief~~restates ~~Executive~~the ~~Officer~~third ofsentence ~~Sunshine, pursuant to which he is entitled to severance~~ in the ~~event~~third offull ~~certain~~paragraph ~~qualifying~~appearing ~~terminations~~on ofpage ~~employment. His~~52 ~~change~~ of control agreement provides that severance and other payments to Mr. Davis will be reduced as much as necessary to ensure that no amounts payable to him will be considered excess parachute payments under the ~~Internal~~definitive ~~Revenue~~proxy ~~Code~~statement/prospectus ~~Section~~which ~~280G. As~~is ~~part of tax planning to enable Mr. Davis to obtain the full amounts available to him~~ under ~~his employment and change of control agreements with Sunshine, FBMS has agreed to permit~~ the ~~Company~~heading to"The ~~prepay in 2017 a portion of Mr. Davis' severance that would otherwise be payable in connection with his termination of employment upon completion of the~~ Merger~~. As~~ a– ~~result,~~Background ~~in connection with its approval~~ of the Merger ~~Agreement, the Sunshine board of directors approved the prepayment of a portion of Mr~~. Davis' severance, up to $225,000, that would otherwise be due to him under his change of control agreement at the closing of the transaction. The amount of the prepaid severance is not subject to repayment to Sunshine if the transaction is not completed for any reason. In connection with the prepayment of severance to Mr. Davis, the Board also authorized an amendment to Mr. Davis' change of control agreement to reflect that the prepayment of the above severance to Mr. Davis will offset any severance otherwise payable to Mr. Davis in the future. The Board also authorized amendments to Mr. Davis' employment agreement with Sunshine Community Bank and the change of control agreements between the Company and Mr. Davis, Brian Baggett, Executive Vice President and Chief Operating Officer, and Scott Swain, Senior Vice President and Chief Financial Officer, to make certain definitional and clarifying changes to those agreements."

~~Item~~On 8October 27, 2017, the remaining two parties submitted updated IOIs, both of which provided for merger consideration consisting of a mixture of stock and cash, with a fixed exchange ratio with respect to the stock consideration.~~01 Other~~ Neither ~~Events~~IOI offered any board representation to Sunshine's directors, but each of the IOIs indicated that Sunshine's directors would have the opportunity to serve on a local advisory board. One of the IOIs, indicated that Mr. Baggett would be offered a position with the respective party following the close of the transaction.

On5. The ~~December~~following 6,disclosure ~~2017,~~supplements ~~FBMS~~ and ~~Sunshine~~restates ~~issued~~the ainformation ~~joint~~appearing ~~press~~on ~~release~~page ~~announcing~~59 ~~the signing~~ of the ~~Merger~~definitive ~~Agreement.~~proxy Astatement/prospectus ~~copy~~which ~~of the press release~~ is ~~attached~~under ~~hereto~~the asheading ~~Exhibit~~"The ~~99.1~~Merger ~~and~~– isOpinion ~~incorporated~~of ~~herein~~Sunshine's byFinancial ~~reference~~Advisor."

~~Item~~Using 9the latest publicly available information prior to the announcement of the relevant transaction on December 6, 2017, BSP reviewed the following transaction metrics for a selected merger transaction group: transaction price to last-12-months earnings, transaction price to tangible book value, transaction price to total assets and tangible book premium to core deposits.~~01 Financial~~ ~~Statements~~BSP compared the indicated transaction multiples for the merger to the 25th percentile, 75th percentile, and ~~Exhibits~~median multiples of the merger transaction group.

~~(d) Exhibits~~3

	2.1	Agreement and Plan of Merger, dated as of December 6, 2017, by and between The First Bancshares, Inc. and Sunshine Financial, Inc.
				Transaction Price/									Target Announcement Financials
	10.1	Form of Voting Agreement
		Transaction Value		LTM EPS		Tangible Book		Assets		Premium/ Core Deposits			Total Assets		Tang. Equity/ Tang. Assets		LTM ROAA		LTM ROAE		NPAs/ Assets
	99.1	Joint Press Release dated December 6, 2017
Buyer Name/ Target Name		($mm)		(x)		(%)		(%)		(%)			($000)		(%)		(%)		(%)		(%)
First Bancshares, Inc./ Sunshine Financial, Inc.			32.2		54.5		145.5		16.6		6.9			194,090		11.41		0.33		2.70		2.12
Median			18.8		37.4		124.9		13.4		4.3			154,959		10.75		0.34		2.93		1.93
25th Percentile			15.7		32.3		108.5		11.3		1.1			124,370		10.22		0.28		2.56		0.88
75th Percentile			25.1		42.0		135.4		14.0		5.7			197,959		11.78		0.46		3.82		2.85
First Bank/ Delanco Bancorp, Inc.			13.4	NM			98.7		10.6		(0.2	)		126,256		10.74		0.09		0.85		4.15
Atlantic Community Bancshares, Inc./ BBN Financial Corp.			17.0		36.2		109.2		10.2		1.1			167,125		10.39		0.36		3.35		0.00
Seacoast Banking Corp. of Florida/ NorthStar Banking Corp.			29.9		38.6		136.8		14.1		6.1			211,797		10.23		0.46		4.57		0.00
First Bank/ Bucks County Bank			27.2		46.7		124.7		13.8		5.2			197,771		11.04		0.29		2.70		2.16
First Guaranty Bancshares, Inc./ Premier Bancshares, Inc.			20.6		42.3		125.2		13.4		4.3			153,801		10.17		0.23		1.86		2.92
Southern Missouri Bancorp, Inc./ Tammcorp, Inc.			23.4		31.5		158.6		11.8		6.3			198,521		10.09		0.48		4.73		1.92
Suncrest Bank/ Security First Bank			17.0		31.8		111.2		16.1		2.1			105,018		14.52		0.47		3.56		3.39
Monticello Bankshares, Inc./ Banco Harlan, Inc.			14.3		41.1		91.2		10.2		(1.5	)		139,750		10.76		0.25		2.28		1.93
Central Valley Community Bancorp/ Sierra Vista Bank			24.4		30.7		135.1		15.6		7.1			156,117		11.56		0.50		5.07		0.71
Independent Bank Corp./ New England Bancorp, Inc.			30.1		46.7		136.2		11.6		5.6			260,573		10.15		0.30		2.88		1.05
NASB Financial, Inc./ Lexington B&L Financial Corp.			15.8		33.9		106.2		13.3		1.0			118,713		12.65		0.38		2.98	NA
Carolina Financial Corp./ Congaree Bancshares, Inc.			15.3	NM			127.4		14.0		4.3			109,141		12.42		0.31		2.65		2.77

Sources: S&P Global Market Intelligence, BSP.

Using the latest publicly available information prior to the announcement of the relevant transaction on December 6, 2017, BSP reviewed the following trading metrics for a selected group of publicly traded peer banks of Sunshine: price to last-12-months earnings, price to tangible book value and price to total assets. BSP compared Sunshine's trading metrics to the 25^th percentile, 75^th percentile, and median multiples of the group of publicly traded peer banks.

	Trading Data												Financial and Performance Figures
					Price/						Current Div. Yield (%)
	Market Cap. ($mm)		ADV (shares)		LTM EPS (x)		TBV (%)						Total Assets ($000)		NPAs/ Assets (%)		TCE Ratio (%)		LTM ROAA (%)		LTM ROAE (%)		LTM NIM (%)		LTM Eff. Ratio (%)
Company Name	Market Cap. ($mm)		ADV (shares)		LTM EPS (x)		TBV (%)		Assets (%)				Total Assets ($000)		NPAs/ Assets (%)		TCE Ratio (%)		LTM ROAA (%)		LTM ROAE (%)		LTM NIM (%)		LTM Eff. Ratio (%)

Sunshine Financial, Inc.		23.0		438		37.3		104.0		11.9		0.00		194,090		2.12		11.41		0.33		2.70		3.93		87.3

Median		21.8		187		17.7		94.8		11.0		1.94		198,873		0.63		11.86		0.83		7.13		3.70		69.1
25th Percentile		17.2		25		11.3		83.6		8.9		0.22		155,349		0.41		11.00		0.78		6.55		3.54		65.9
75th Percentile		27.4		392		17.9		109.4		13.5		2.39		216,328		0.77		12.33		0.95		8.61		4.12		74.2

BlueHarbor Bank		27.7		640		18.2		110.5		14.0		0.00		197,947		0.60		12.68		0.92		6.91		3.70		59.8
CBC Holding Company		8.2		0	NA			50.0		5.9		4.30		138,966		0.56		11.94		1.22		9.38		4.21		57.4
Farmers Bank of Appomattox		35.2		230		17.7		117.3		14.6		2.03		241,244		0.78		12.45		0.84		6.58		3.80		67.7
Mountain-Valley Bancshares, Inc.		16.9		2		17.7		95.2		11.9		0.89		141,748		0.03		12.55		0.70		5.21		3.70		75.3
Pinnacle Bancshares, Inc.		24.3		401		11.1		94.1		11.1		1.89		219,495		0.11		11.79		0.99		8.77		3.53		68.6
Security Bancorp, Inc.		19.3		0		10.5		94.3		9.6		2.00		199,799		0.36		10.22		0.95		9.39		3.54		69.7
Southern Banc Company, Inc.		8.5		363	NM			72.5		8.4		0.00		100,545		2.72		11.60		-0.91		-7.57		4.16		92.4
United Tennessee Bankshares, Inc.		17.9		92		11.4		80.1		8.6		2.51		206,827		0.66		10.80		0.77		7.35		3.04		65.3
Virginia Bank Bankshares, Incorporated		28.7		426		18.2		122.3		14.6		5.62		196,151		0.73		11.97		0.82		6.54		4.12		70.8
Virginia Community Bankshares, Inc.		26.4		143	NA			106.2		10.9		0.00		242,243		1.27		10.24		0.82		8.13	NA			77.8

Source: S&P Global Market Intelligence.

Using the latest publicly available information prior to the announcement of the relevant transaction on December 6, 2017, BSP reviewed the following trading metrics for a selected group of publicly traded peer banks of First Bancshares: price to last-12-months core earnings, price to estimated 2018 earnings, price to tangible book value, price to estimated year-end 2018 tangible book value and price to total assets. BSP compared First Bancshares' trading metrics to the 25^th percentile, 75^th percentile, and median multiples of the group of publicly traded peer banks.

	Trading Data																Financial and Performance Figures
					Price/										Current Div. Yield (%)
	Market Cap. ($mm)		ADV (shares)		LTM Core EPS (x)		2018E EPS (x)		TBV (%)		2018E TBV (%)						Total Assets ($000)		NPAs/ Assets (%)		TCE Ratio (%)		LTM Core ROAA (%)		LTM Core ROAE (%)		LTM NIM (%)		LTM Eff. Ratio (%)
Company Name	Market Cap. ($mm)		ADV (shares)		LTM Core EPS (x)		2018E EPS (x)		TBV (%)		2018E TBV (%)		Assets (%)				Total Assets ($000)		NPAs/ Assets (%)		TCE Ratio (%)		LTM Core ROAA (%)		LTM Core ROAE (%)		LTM NIM (%)		LTM Eff. Ratio (%)

First Bancshares, Inc.*		375.5		31,969		20.1		16.8		190.3		179.8		17.2		0.45		1,787,976		1.00		10.83		0.94		9.60		3.82		65.3

Median		298.6		20,391		20.6		17.1		173.3		183.1		18.6		1.03		1,598,922		0.50		10.87		0.97		8.35		3.76		63.0
25th Percentile		222.6		12,798		19.7		16.5		149.1		135.4		16.3		0.29		1,258,926		0.36		9.59		0.83		7.26		3.56		59.0
75th Percentile		455.9		43,364		23.2		17.8		212.8		195.3		20.6		1.78		2,286,249		0.93		11.11		1.06		8.80		4.09		67.2

American National Bankshares Inc.		353.2		10,601		21.0		17.6		214.0		196.6		19.8		2.45		1,780,541		0.31		9.51		0.98		8.18		3.50		60.5
Atlantic Capital Bancshares, Inc.		433.5		85,388		29.4		21.2		144.4		135.1		16.4	NA			2,638,412		0.42		11.48		0.54		4.64		3.21		71.5
Carolina Financial Corp.		809.6		117,018		20.2		16.7		253.3		228.4		27.5		0.52		2,256,739		0.53		11.09		1.45		12.13		3.83		59.3
Charter Financial Corp.		284.0		37,245		18.5		16.5		165.9	NA			17.3		1.60		1,640,159		0.49		10.72		1.05		7.38		3.67		65.8
Community Bankers Trust Corp.		187.4		52,005		16.9		16.1		150.6		135.4		14.5		0.00		1,294,130		1.60		9.61		0.90		9.56		3.77		65.5
Entegra Financial Corp.		197.7		15,090		19.7		14.7		139.0		135.2		13.1	NA			1,419,833		1.22		9.50		0.71		6.93		3.30		65.5
First Community Bancshares, Inc.		523.0		25,691		19.7	NA			208.8		187.5		22.0		2.34		2,374,780		1.29		11.02		1.11		7.68		4.18		58.8
John Marshall Bancorp, Inc.		230.8		1,451		23.5	NA			180.7	NA			20.0	NA			1,153,315		0.28		11.08		0.96		8.54		3.74		57.0
National Commerce Corp.		618.7		40,484		23.1		18.4		227.9		195.3		24.3		0.38		2,549,134		0.15		11.17		1.12		8.51		4.29		59.0
Peoples Bancorp of North Carolina, Inc.		170.0		8,884		19.9	NA			161.0	NA			16.7		1.54		1,121,553		0.51		10.36		0.86		8.54		4.08		74.4
SmartFinancial, Inc.		246.1		14,415		25.2		17.8		140.8		135.5		16.0		0.00		1,135,822		0.37		11.45		0.67		5.67		4.11		74.2
Southern First Bancshares, Inc.		313.3		13,530		21.5		17.1		212.5		183.1		20.1	NA			1,557,684		0.83		9.47		1.00		11.49		3.58		57.4

*9/30/17 Tangible book value balance was adjusted to include $55.2 million in net proceeds received from a common equity offering on 10/27/17.

Sources: S&P Global Market Intelligence, BSP.

6. The following disclosure is added as a new section immediately following the last table on page 60 of the definitive proxy statement/prospectus which is under the heading "The Merger – Opinion of Sunshine's Financial Advisor."

The following table is a summary of internal financial projections provide by Sunshine's management to BSP for the years 2017-2019 and BSP's estimates for 2020, which were used by BSP to perform its analysis of the estimated net present value per share of Sunshine common stock on a standalone basis. See "Note Regarding Sunshine Prospective Financial Information" below for additional information regarding such internal financial projections.

($000s, except per share amounts)		2017Y			2018Y			2019Y			2020Y*
Tangible Common Equity	$	22,250		$	23,572		$	25,288		$	27,429
Net Income	$	748		$	1,306		$	1,700		$	2,125
Tangible Book Value Per Share	$	21.65		$	22.94		$	24.61		$	26.69
Earnings Per Share	$	0.68		$	1.18		$	1.53		$	1.92
Return on Average Assets		0.38	%		0.58	%		0.70	%

*Assets not projected for 12/31/20 Sources: Sunshine, BSP.

The range of discount rates used by BSP, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of Sunshine common stock, to calculate the net present value of Sunshine common stock on a standalone basis, was based on the following assumptions:

Risk Free Rate	2.58	%
Equity Risk Premium	5.50	%
Size Risk Premium	5.59	%
Discount Rate	13.67	%

Sources: Duff & Phelps 2017 Valuation Handbook, www.treasury.gov.

7. The following disclosure is added as a new section immediately following the last table on page 62 of the definitive proxy statement/prospectus which is under the heading "The Merger – Opinion of Sunshine's Financial Advisor."

The following table presents a summary of the mean analyst estimates for the years 2018-2019 and BSP's estimates for 2020 used by BSP in its analysis of the estimated net present value per share of First Bancshares common stock on a standalone basis.

($000s, except per share data)	2018Y*	2019Y	2020Y
Tangible Common Equity	$226,377	$253,544	$283,594
Net Income	$24,400	$29,001	$31,901
Tangible Book Value Per Share	$18.40	$20.60	$23.05
Earnings Per Share	$1.97	$2.34	$2.58

*Net Income normalized for merger-related expenses Sources: S&P Global Market Intelligence, BSP.

Based on the method used to determine the discount rate for Sunshine, and the relative size of First Bancshares and Sunshine, BSP determined that the discount rate range used for First Bancshares should be lower than that used for Sunshine.

Note Regarding Sunshine Prospective Financial Information

Sunshine does not, as a matter of course, publicly disclose forecasts or internal projections as to future performance, earnings or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates. However, in connection with the proposed merger, the senior management of Sunshine provided BSP with certain nonpublic unaudited prospective financial information prepared by Sunshine senior management with respect to Sunshine. Such nonpublic unaudited prospective financial information of Sunshine was used by BSP in performing financial analyses in connection with its fairness opinion. This nonpublic unaudited prospective financial information was prepared as part of Sunshine's overall process of analyzing its strategic alternatives, and was not prepared for the purposes of, or with a view toward, public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information, published guidelines of the SEC regarding forward-looking statements or GAAP. A summary of certain significant elements of this information is set forth above, and is included in this Current Report solely because such information was made available to BSP in connection with the merger. The information included above does not comprise all of the prospective financial information provided by Sunshine to BSP.

Although presented with numeric specificity, the financial forecasts reflect numerous estimates and assumptions of the senior management of Sunshine made at the time they were prepared. These and the other estimates and assumptions underlying the financial forecasts involve judgments with respect to, among other things, the future interest rate environment and other economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industry in which Sunshine operates, and the risks and uncertainties described under "Risk Factors" beginning on page 37, "Cautionary Statement Concerning Forward-Looking Statements" on page 18, and in the reports that Sunshine files with the SEC from time to time, all of which are difficult to predict and many of which are outside the control of Sunshine and will be beyond the control of the combined company. There can be no assurance that the underlying assumptions would prove to be accurate or that the projected results would be realized, and actual results likely would differ materially from those reflected in the financial forecasts, whether or not the merger is completed. Further, these assumptions do not include all potential actions that the management of Sunshine could or might have taken during these time periods.

The inclusion in this Current Report of the nonpublic unaudited prospective financial information above should not be regarded as an indication that First Bancshares, Sunshine or BSP considered, or now consider, these projections and forecasts to be a necessarily accurate predictor of actual future results. The financial forecasts are not fact and should not be relied upon as being necessarily indicative of the ultimate performance of Sunshine, and this information should not be relied on as such. In addition, this information represents the evaluation of the senior management of Sunshine at the time it was prepared regarding certain measures of expected future financial performance on a standalone basis, assuming execution of certain strategic initiatives, and without reference to the merger or transaction-related costs or benefits. No assurances can be given that these financial forecasts and the underlying assumptions are reasonable or that, if they had been prepared as of the date of the proxy statement/prospectus or this Current Report, similar assumptions would be used. In addition, the financial forecasts may not reflect the manner in which First Bancshares would operate Sunshine's business after the merger.

The financial forecasts summarized in this section were prepared by and are the responsibility of the senior management of Sunshine. None of T. E. Lott & Company (the independent registered public accounting firm of First Bancshares when the proxy statement/prospectus was filed), Crowe Horwath LLP (the independent registered public accounting firm of First Bancshares as of the date of this Current Report) or Hacker, Johnson & Smith PA (the independent registered public accounting firm of Sunshine) has examined, compiled or otherwise performed any procedures with respect to the prospective financial information contained in these financial forecasts and, accordingly, none of such accounting firms has expressed any opinion or given any other form of assurance with respect thereto and they assume no responsibility for the prospective financial information. The reports of the independent registered public accounting firms incorporated by reference in the proxy statement/prospectus relate to the historical financial information of First Bancshares and Sunshine. Such reports do not extend to the financial forecasts and should not be read to do so. No independent registered public accounting firm has examined, compiled or otherwise performed any procedures with respect to the prospective financial information contained in these financial forecasts and, accordingly, no independent registered public accounting firm has expressed any opinion or given any other form of assurance with respect thereto and no independent registered public accounting firm assumes any responsibility for the prospective financial information.

By including in this Current Report a summary of certain financial forecasts, neither Sunshine, First Bancshares, nor any their respective representatives have made or makes any representation to any person regarding the ultimate performance of Sunshine compared to the information contained in the financial forecasts. Neither First Bancshares, Sunshine nor, after completion of the merger, the combined company undertakes any obligation to update or otherwise revise the financial forecasts or financial information to reflect circumstances existing since their preparation or to reflect the occurrence of subsequent or unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect changes in general economic or industry conditions.

The financial forecasts summarized in this section are not being included in this Current Report in order to induce any shareholder of Sunshine to vote in favor any of the other proposals to be voted on at the Sunshine special meeting.

Additional Information for Stockholders

In connection with the Merger, First Bancshares has filed with the SEC a Registration Statement on Form S-4 that includes a Proxy Statement of Sunshine and a Prospectus of First Bancshares (the "Proxy Statement/Prospectus"), as well as other relevant documents concerning the proposed transaction. A copy of the definitive Proxy Statement/Prospectus, along with a form of proxy, has been mailed to the stockholders of record of Sunshine as of February 5, 2018. This communication is not a substitute for the Proxy Statement/Prospectus or any other document that First Bancshares may file with the SEC or send to the stockholders of Sunshine regarding the Merger. STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about First Bancshares and Sunshine, may be obtained at the SEC's Internet site (http://www.sec.gov). Documents filed with the SEC by First Bancshares will also be available free of charge by directing a written request to The First Bancshares, Inc., 6480 U.S. Highway 98 West, Hattiesburg, Mississippi 39402 Attn: Corporate Secretary, Chandra Kidd. First Bancshares' telephone number is (601) 268-8998. Documents filed with the SEC by Sunshine will also be available free of charge by directing a written request to Sunshine Financial, Inc., 1400 East Park Avenue, Tallahassee, Florida 32301, Attn: Brian Baggett. Sunshine's telephone number is (850) 219-7200.

First Bancshares, Sunshine and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Sunshine in connection with the proposed transaction. Information regarding the interests of these participants and a description of their direct and indirect interests, by security holdings or otherwise, is included in the Proxy Statement/Prospectus regarding the Merger. Additional information about First Bancshares and its directors and officers may be found in the definitive proxy statement of First Bancshares relating to its 2017 Annual Meeting of Stockholders filed with the SEC on April 12, 2017. Additional information about Sunshine and its directors and officers may be found in the definitive proxy statement of Sunshine relating to its 2017 Annual Meeting of Stockholders filed with the SEC on April 18, 2017. Free copies of these documents may be obtained as described in the preceding paragraph.

Forward-Looking Statements

This Current Report 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 Merger, the expected returns and other benefits of the Merger, to stockholders, 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 the First Bancshares' 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, employee or other business partners relationships, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (4) the risk of successful integration of Sunshine's business into First Bancshares, (5) the failure to obtain the necessary approvals by the stockholders of Sunshine, (6) the amount of the costs, fees, expenses and charges related to the Merger, (7) reputational risk and the reaction of each of the companies' customers, suppliers, employees or other business partners to the Merger, (8) the failure of the closing conditions in the Merger Agreement to be satisfied, or any unexpected delay in closing of the Merger, (9) the risk that the integration of Sunshine's operations into the operations of First Bancshares will be materially delayed or will be more costly or difficult than expected, (10) the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, including litigation, (11) the dilution caused by First Bancshares' 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 First Bancshares' Annual Reports on Form 10-K for the year ended December 31, 2016, under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Sunshine's Annual Reports on Form 10-K for the year ended December 31, 2016, and other documents subsequently filed by First Bancshares and Sunshine with the SEC. Consequently, no forward-looking statement can be guaranteed. Neither First Bancshares nor Sunshine 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 Current Report on Form 8-K, the exhibits hereto or any related documents, First Bancshares and Sunshine claim protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

		SUNSHINE FINANCIAL, INC.	~~SUNSHINE FINANCIAL, INC.~~
Date:	~~December~~March 716, ~~2017~~2018	By:	~~By:~~/s/ Scott A. Swain	~~/s/ Scott A. Swain~~
			Scott A. Swain, Senior Vice President and Chief Financial Officer	~~Scott A. Swain, Senior Vice President and Chief Financial Officer~~

(State or other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1400 East Park Avenue, Tallahassee, Florida

(Address of Principal Executive Offices)

(Zip Code)

Filing Compare · Sunshine Financial, Inc.