| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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Form 3 Holdings Reported. | ||||||||||||||||
| Form 4 Transactions Reported. | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FIRST INTERSTATE BANCSYSTEM INC [ FIBK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock | 2,946(1) | D | |||||||||||||
| Common Stock | 3 | 3,488,355(2) | I | See footnote(2)(5) | |||||||||||
| Common Stock | 12/05/2024 | G5 | 475 | A | $0 | 3,488,830(3) | I | See footnote(3)(5) | |||||||
| Common Stock | 12/05/2024 | G5 | 475 | A | $0 | 3,489,305(4) | I | See footnote(4)(5) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Shares issuable upon vesting of restricted stock units held as of the date of this filing and granted to Jeremy Scott pursuant to the issuer's 2023 Equity and Incentive Plan pursuant to the issuer's director compensation policy for service as an issuer director. The restricted stock units vest on June 1, 2026, subject to Mr. Scott's provision of continuous service to the issuer through the earlier of the applicable vesting date or the date of the issuer's 2026 annual meeting of stockholders. |
| 2. Composed of 69,892 shares held of record by Jeremy Scott TTEE, Jeremy Scott Revocable Trust Dtd 6/25/15; 3,416,108 shares held of record by NBAR5 Limited Partnership; and 2,355 shares held of record by Jeremy Scott's spouse that were inadvertently omitted from Mr. Scott's Form 3 filed on February 11, 2022, that corresponded with his joining of the Scott family Schedule 13D shareholder group. |
| 3. Includes these 475 shares received by Jeremy Scott's spouse as a gift from a family member. |
| 4. Includes these 475 shares received by Jeremy Scott TTEE, Jeremy Scott Revocable Trust Dtd 6/25/15 as a gift from a family member. |
| 5. As a result of agreements entered into among the reporting persons, the issuer, and other stockholders of the issuer signatory thereto, the reporting persons may be deemed members of a group with the other signatories to the agreement and may be deemed to share beneficial ownership of the securities reported herein. Each of the reporting persons disclaims beneficial ownership of any such securities, except to the extent of his or its pecuniary interest therein. The reporting persons expect to file future Forms 4 or 5, if any, together with the indication of direct or indirect ownership in Tables I and II being made from Jeremy Scott's perspective, unless expressly noted otherwise by footnote. The nature of beneficial ownership is described in detail by footnote for all reporting persons. |
| JEREMY SCOTT, By: /s/ Timothy Leuthold, Attorney-in-Fact for Reporting Person | 07/18/2025 | |
| JEREMY SCOTT TTEE, JEREMY SCOTT REVOCABLE TRUST DTD 6/25/15, By: /s/ Timothy Leuthold, Attorney-in-Fact | 07/18/2025 | |
| NBAR5 LIMITED PARTNERSHIP, By: /s/ Timothy Leuthold, Attorney-in-Fact | 07/18/2025 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||