SEC Form SC 13D/A filed by First Interstate BancSystem Inc. (Amendment)

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SC 13D/A 1 formsc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 22)*

FIRST INTERSTATE BANCSYSTEM, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

32055Y 201

(CUSIP Number)

James R. Scott

c/o First Interstate BancSystem, Inc.

401 North 31st Street

Billings, Montana 59116

(406) 255-5390

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 23, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a Reporting Person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 32055Y 201

13D

Page 2 of 22 pages

1.	Names of Reporting Persons Shareholders affiliated with Risa K. Scott
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF; OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization (See Item 2)

Number of

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

400,756

Shared Voting Power

85,836

Sole Dispositive Power

400,756

10.

Shared Dispositive Power

85,836

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 486,592
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	☐
13.	Percent of Class Represented by Amount in Row (11) 0.47%
14.	Type of Reporting Person (See Instructions) IN, OO (See Item 2)

CUSIP No. 32055Y 201

13D

Page 3 of 22 pages

1.	Names of Reporting Persons Shareholders affiliated with James R. Scott
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization (See Item 2)

Number of

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

3,972,381

Shared Voting Power

428,287

Sole Dispositive Power

3,972,381

10.

Shared Dispositive Power

428,287

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,400,668
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	☐
13.	Percent of Class Represented by Amount in Row (11) 4.21%
14.	Type of Reporting Person (See Instructions) IN, OO (See Item 2)

CUSIP No. 32055Y 201

13D

Page 4 of 22 pages

1.	Names of Reporting Persons Shareholders affiliated with John M. Heyneman, Jr.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization (See Item 2)

Number of

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

1,246,843

Shared Voting Power

176,719

Sole Dispositive Power

1,246,843

10.

Shared Dispositive Power

176,719

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,423,562
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	☐
13.	Percent of Class Represented by Amount in Row (11) 1.36%
14.	Type of Reporting Person (See Instructions) IN, OO (See Item 2)

CUSIP No. 32055Y 201

13D

Page 5 of 22 pages

1.	Names of Reporting Persons Shareholders affiliated with Julie Scott Rose
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization (See Item 2)

Number of

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

776,022

Shared Voting Power

1,048,438

Sole Dispositive Power

776,022

10.

Shared Dispositive Power

1,048,438

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,824,460
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	☐
13.	Percent of Class Represented by Amount in Row (11) 1.74%
14.	Type of Reporting Person (See Instructions) IN, OO (See Item 2)

CUSIP No. 32055Y 201

13D

Page 6 of 22 pages

1.	Names of Reporting Persons Homer Scott Jr Trust, First Interstate Wealth Management Trustee
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization (See Item 2)

Number of

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

Shared Voting Power

Sole Dispositive Power

10.

Shared Dispositive Power

950,753

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 950,753
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	☐
13.	Percent of Class Represented by Amount in Row (11) 0.91%
14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 32055Y 201

13D

Page 7 of 22 pages

1.	Names of Reporting Persons Shareholders affiliated with Susan S. Heyneman
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization (See Item 2)

Number of

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

639,256

Shared Voting Power

Sole Dispositive Power

639,256

10.

Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 639,256
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	☐
13.	Percent of Class Represented by Amount in Row (11) 0.61%
14.	Type of Reporting Person (See Instructions) IN, OO (See Item 2)

CUSIP No. 32055Y 201

13D

Page 8 of 22 pages

1.	Names of Reporting Persons Shareholders affiliated with James R. Scott, Jr.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF, OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization (See Item 2)

Number of

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

132,738

Shared Voting Power

Sole Dispositive Power

132,738

10.

Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 132,738
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	☐
13.	Percent of Class Represented by Amount in Row (11) 0.13%
14.	Type of Reporting Person (See Instructions) IN, OO (See Item 2)

CUSIP No. 32055Y 201

13D

Page 9 of 22 pages

1.	Names of Reporting Persons Shareholders affiliated with Jonathan R. Scott
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF, OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization (See Item 2)

Number of

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

621,873

Shared Voting Power

50,000

Sole Dispositive Power

621,873

10.

Shared Dispositive Power

50,000

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 671,873
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	☐
13.	Percent of Class Represented by Amount in Row (11) 0.64%
14.	Type of Reporting Person (See Instructions) IN, OO (See Item 2)

CUSIP No. 32055Y 201

13D

Page 10 of 22 pages

1.	Names of Reporting Persons Shareholders affiliated with Jeremy Scott
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF, OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization (See Item 2)

Number of

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

3,486,000

Shared Voting Power

Sole Dispositive Power

3,486,000

10.

Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,486,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	☐
13.	Percent of Class Represented by Amount in Row (11) 3.33%
14.	Type of Reporting Person (See Instructions) IN, OO (See Item 2)

CUSIP No. 32055Y 201

13D

Page 11 of 22 pages

1.	Names of Reporting Persons Geoffrey D. Scott
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF, OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization (See Item 2)

Number of

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

89,756

Shared Voting Power

1,650

Sole Dispositive Power

89,756

10.

Shared Dispositive Power

1,650

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 91,406
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	☐
13.	Percent of Class Represented by Amount in Row (11) 0.09%
14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 32055Y 201

13D

Page 12 of 22 pages

Explanatory Note

This Amendment No. 22 (“Amendment No. 22”) to Schedule 13D amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on February 2, 2011 (as amended to date, the “Schedule 13D”), with respect to the common stock, $0.00001 par value per share (“Common Stock”) of First Interstate BancSystem, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used in this Amendment No. 22 and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D.

Except as set forth herein, all items remain as previously reported in the Schedule 13D.

ITEM 2.

IDENTITY AND BACKGROUND

Item 2 of the Schedule 13D is hereby amended and supplemented as follows:

Geoffrey D. Scott is a shareholder of J&G Brothers Inc. Mr. Scott’s address is P.O. Box 7113, Billings, Montana 59103. Mr. Scott is a citizen of the United States of America.

During the last five years, Mr. Scott has never been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

Mr. Scott acquired the securities reported in this Schedule 13D through estate planning transactions, gifts from family, and in open market purchases using personal funds.

ITEM 4.

PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

Stockholders’ Agreement

On May 23, 2024, Mr. Scott became an observer to the Board of Directors of the Issuer and entered into the Stockholders’ Agreement, which was originally executed on September 15, 2021, and described in Amendment No. 18.

CUSIP No. 32055Y 201

13D

Page 13 of 22 pages

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

(a) – (b) The Reporting Persons may be deemed to beneficially own an aggregate of 14,107,308 shares of Common Stock, representing approximately 13.49% of the outstanding shares of Common Stock, and an equal percentage of its voting power, based on 104,568,019 shares of Common Stock outstanding as of April 30, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q filed with the SEC on May 3, 2024. This amount includes shares beneficially owned as of the date hereof by each Reporting Person as set forth below.

●	Risa K. Scott may be deemed to beneficially own 486,592 shares of Common Stock, representing 0.47% of the outstanding Common Stock, which includes:

	■	400,756 shares of Common Stock held by Risa K Scott TTEE Risa K Scott Trust Dtd 12/4/15, over which Risa K. Scott has sole voting and dispositive power;

	■	85,836 shares of Common Stock held by Risa K. Scott & John Heyneman Jr., TTEEs FBO Risa K Scott Exemption Trust Under the Scott Family 1996 Trust, over which Ms. Scott has shared voting and dispositive power with John M. Heyneman, Jr.

●	James R. Scott may be deemed to beneficially own 4,400,668 shares of Common Stock, representing 4.21% of the outstanding Common Stock, which includes:

	■	12,651 shares of Common Stock held directly by James R. Scott.

	■	15,661 shares of Common Stock held indirectly by James R. Scott through a 401(k) account.

	■	1,970,031 shares of Common Stock held by James R Scott Trust, James R Scott & First Interstate Wealth Management Co-TTEEs, over which Mr. Scott has sole voting and dispositive power.

	■	35,240 shares of Common Stock held by James R and Christine M Scott Foundation, over which Mr. Scott has shared voting and dispositive power with the board of the same.

	■	1,901,036 shares of Common Stock held by JS Investments Limited Partnership, over which Mr. Scott has sole voting and dispositive power.

	■	343,599 shares of Common Stock held by Foundation for Community Vitality, over which Mr. Scott has shared voting and dispositive power with the board of the same.

	■	73,002 shares of Common Stock held by James F Heyneman Conservatorship, James Scott, Conservator, over which Mr. Scott has sole voting and dispositive power.

	■	7,096 shares of Common Stock held by James F Heyneman Trust, James Scott & First Interstate Wealth Management Co-Trustees, over which Mr. Scott has shared voting and dispositive power.

	■	42,352 shares of Common Stock held by James R. Scott’s spouse, over which Mr. Scott has shared voting and dispositive power.

●	John M. Heyneman, Jr. may be deemed to beneficially own 1,423,562 shares of Common Stock, representing 1.36% of the outstanding Common Stock, which includes:

	■	5,558 shares of Common Stock held directly by John M. Heyneman, Jr.

	■	155,493 shares of Common Stock held by John M Heyneman Jr. Trust, over which Mr. Heyneman has sole voting and dispositive power.

	■	85,836 shares of Common Stock held by Riki Rae Scott Davidson & John Heyneman Jr., Trustees FBO Riki Scott Davidson Exemption Trust Under the Scott Family 1996 Trust, over which Mr. Heyneman has shared voting and dispositive power with Riki Davidson.

	■	85,836 shares of Common Stock held by Rae Ann Morss & John Heyneman Jr., Trustees FBO Rae Ann Morss Exemption Trust Under the Scott Family 1996 Trust, over which Mr. Heyneman has shared voting and dispositive power with Rae Ann Morss.

	■	1,085,792 shares of Common Stock held by Towanda Investments Limited Partnership, over which Mr. Heyneman has sole voting and dispositive power.

	■	3,977 shares of Common Stock held by John M. Heyneman, Jr.’s spouse, over which Mr. Heyneman has shared voting and dispositive power.

	■	1,070 shares of Common Stock held by John M. Heyneman, Jr.’s daughter, over which Mr. Heyneman has shared voting and dispositive power.

CUSIP No. 32055Y 201

13D

Page 14 of 22 pages

●	Julie Scott Rose may be deemed to beneficially own 1,824,460 shares of Common Stock, representing 1.74% of the outstanding Common Stock, which includes:

	■	410,281 shares of Common Stock held by Julie A Scott Rose Trustee of the Julie A Scott Rose Trust Dated 5-14-2002.

	■	95,065 shares of Common Stock held by Juliana Sarah Scott Rose Trust, over which Ms. Rose has sole voting and dispositive power.

	■	95,064 shares of Common Stock held by Elizabeth Lauren Scott Rose Trust, over which Ms. Rose has sole voting and dispositive power.

	■	58,537 shares of Common Stock held by Holland Elizabeth Scott Trust, over which Ms. Rose has sole voting and dispositive power.

	■	58,537 shares of Common Stock held by Harper Grace Scott Trust, over which Ms. Rose has sole voting and dispositive power.

	■	58,538 shares of Common Stock held by Harrison William Scott Trust, over which Ms. Rose has sole voting and dispositive power.

	■	209,678 shares of Class A Stock held by IXL Limited Liability Company, over which Ms. Rose has shared voting and dispositive power with Jonathan Scott.

	■	838,760 shares of Common Stock held by The Thomas & Joan Scott Foundation, over which Ms. Rose has shared voting power.

●	Homer Scott Jr Trust, First Interstate Wealth Management Trustee may be deemed to beneficially own 950,753 shares of Common Stock, representing 0.91% of the outstanding Common Stock.

●	Susan S. Heyneman may be deemed to beneficially own 639,256 shares of Common Stock, representing 0.61% of the outstanding Common Stock, which includes:

■

639,256 shares of Common Stock held by Susan Scott Heyneman Trust, Susan Heyneman & First Interstate Wealth Management Co-Trustees, over which Ms. Heyneman has sole voting and dispositive power.

●	James R. Scott Jr. may be deemed to beneficially own 132,738 shares of Common Stock, representing 0.13% of the outstanding Common Stock, which includes:

	■	81,454 shares of Common Stock held directly by James R. Scott Jr.

	■	25,642 shares of Common Stock held by First Interstate Bank TTEE for Dana S Andersson GST Exempt Trust No 1 Dtd 12/11/2020, over which Mr. Scott, Jr. has sole voting and dispositive power.

	■	25,642 shares of Common Stock held by First Interstate Bank TTEE for James R Scott Jr. GST Exempt Trust No 1 Dtd 12/11/2020, over which Mr. Scott, Jr. has sole voting and dispositive power.

●	Jonathan R. Scott may be deemed to beneficially own 671,873 shares of Common Stock, representing 0.64% of the outstanding Common Stock, which includes:

	■	5,736 shares of Common Stock held directly by Jonathan R. Scott.

	■	616,137 shares of Common Stock held by Jonathan Scott as Trustee of the Jonathan R Scott Trust Dated as of 4/21/04, over which Jonathan R. Scott has sole voting and dispositive power.

	■	50,000 shares of Common Stock held by Jonathan R. Scott’s spouse, over which Mr. Scott has shared voting and dispositive power.

CUSIP No. 32055Y 201

13D

Page 15 of 22 pages

●	Jeremy Scott may be deemed to beneficially own 3,486,000 shares of Common Stock, representing 3.33% of the outstanding Common Stock, which includes:

	■	69,892 shares of Common Stock held by Jeremy Scott TTEE, Jeremy Scott Revocable Trust Dtd 6/25/15, over which Jeremy Scott has sole voting and dispositive power.

	■	3,416,108 shares of Common Stock held by NBAR5 Limited Partnership, over which Jeremy Scott has sole voting and dispositive power.

●

Geoffrey D. Scott may be deemed to beneficially own 91,406 shares of Common Stock, representing 0.09% of the outstanding Common Stock, which includes:

	■	89,756 shares of Common Stock held directly by Geoffrey D. Scott.

	■	1,650 shares of Common Stock held by Geoffrey D. Scott’s spouse, over which Mr. Scott has shared voting and dispositive power.

(c) Other than as described in Item 4, the Reporting Persons have effected the following transactions in the Common Stock during the past 60 days:

	●	On May 14, 2024, Julie A. Scott Rose Trustee of the Julie A. Scott Rose Trust Dated 5-14-2002, sold 110,000 shares of Common Stock, the Juliana Sarah Scott Rose Trust sold 27,000 shares of Common Stock, and the Elizabeth Lauren Scott Rose Trust sold 27,000 shares of Common Stock, in a series of open market transactions at a weighted average price of $27.55 with a price range of $27.44 to $27.71. The Reporting Person undertakes to provide to the Issuer or the staff of the SEC, upon request, the full information regarding the number of shares sold at each separate price within the ranges set forth above.

	●	On May 15, 2024, the Thomas & Joan Scott Foundation sold 36,300 shares of Common Stock in a series of open market transactions at a weighted average price of $27.81 with a price range of $27.66 to $28.02.

(d) None.

(e) Not applicable.

CUSIP No. 32055Y 201

13D

Page 16 of 22 pages

ITEM 7.

Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

Exhibit Number		Title
99.1		Amended and Restated Joint Filing Agreement
99.2		Power of Attorney for each of the Reporting Persons
99.3*		Stockholders’ Agreement
99.4*		Form of Voting Agreement
99.5*		SFFSG Committee Charter dated February 21, 2024
99.6*		Repurchase Agreement dated December 14, 2023 (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed with the SEC on December 14, 2023)*
99.7*		Director Nomination Agreement dated April 2, 2024

* Previously filed.

CUSIP No. 32055Y 201

13D

Page 17 of 22 pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	May 28, 2024
	Date

	*
	Risa K. Scott

	Risa K. Scott & John Heyneman Jr., TTEES FBO Risa K. Scott exemption trust under the Scott family 1996 trust

	By:	*
	Name:	Risa K Scott
	Title:	Trustee

	Risa K Scott TTEE Risa K Scott Trust DTD 12/4/15

	By:	*
	Name:	Risa K Scott
	Title:	Trustee

	*
	James R. Scott

	Foundation for Community Vitality

	By:	*
	Name:	James R. Scott
	Title:	Director

	James F Heyneman Conservatorship, James Scott, Conservator

	By:	*
	Name:	James R. Scott
	Title:	Conservator

CUSIP No. 32055Y 201

13D

Page 18 of 22 pages

	James R Scott Trust

	By:	*
	Name:	James R. Scott
	Title:	Trustee

	James R And Christine M Scott Foundation

	By:	*
	Name:	James R. Scott
	Title:	President

	JS Investments Limited Partnership

	By:	*
	Name:	James R. Scott
	Title:	Managing Partner

	James R Scott Trust, James R Scott & First Interstate Wealth Management Co-TTEEs

	By:	*
	Name:	James R. Scott
	Title:	Trustee

	James F Heyneman Trust, James Scott & First Interstate Wealth Management Co-Trustees

	By:	*
	Name:	James R. Scott
	Title:	Trustee

	*
	John M. Heyneman, Jr.

	Rae Ann Morss & John Heyneman Jr., Trustees FBO Rae Ann Morss Exemption Trust under the Scott family 1996 Trust

	By:	*
	Name:	John M. Heyneman Jr
	Title:	Co-Trustee

CUSIP No. 32055Y 201

13D

Page 19 of 22 pages

	Riki Rae Scott Davidson & John Heyneman Jr., trustees FBO Riki Scott Davidson Exemption Trust under the Scott family 1996 Trust

	By:	*
	Name:	John M. Heyneman Jr
	Title:	Co-Trustee

	John M. Heyneman Jr. Trust

	By:	*
	Name:	John M. Heyneman Jr
	Title:	Trustee

	Towanda Investments Limited Partnership

	By:	*
	Name:	John M. Heyneman Jr
	Title:	Managing Partner

	*
	Julie Scott Rose

	Elizabeth Lauren Scott Rose Trust

	By:	*
	Name:	Julie Scott Rose
	Title:	Trust Advisor

	Harper Grace Scott Trust

	By:	*
	Name:	Julie Scott Rose
	Title:	Trustee

CUSIP No. 32055Y 201

13D

Page 20 of 22 pages

	Harrison William Scott Trust

	By:	*
	Name:	Julie Scott Rose
	Title:	Trustee

	Holland Elizabeth Scott Trust

	By:	*
	Name:	Julie Scott Rose
	Title:	Trustee

	IXL Limited Liability Company

	By:	*
	Name:	Julie Scott Rose
	Title:	Designated member

	Juliana Sarah Scott Rose Trust

	By:	*
	Name:	Julie Scott Rose
	Title:	Trust Advisor

	Julie A Scott Rose Trustee of the Julie A Scott Rose Trust dated 5-14-2002

	By:	*
	Name:	Julie Scott Rose
	Title:	Trustee

CUSIP No. 32055Y 201

13D

Page 21 of 22 pages

	Homer Scott Jr Trust, First Interstate Wealth Management Trustee

	By:	*
	Name:	First Interstate Bank Wealth Management
	Title:	Trustee

	*
	Susan S. Heyneman

	Susan Scott Heyneman Trust, Susan Heyneman & First Interstate Wealth Management Co-Trustees

	By:	*
	Name:	Susan Heyneman
	Title:	Trustee

	*
	James R Scott, Jr.

	First Interstate Bank TTEE for Dana S Andersson GST Exempt Trust No 1 DTD 12/11/2020

	By:	*
	Name:	James R. Scott Jr.
	Title:	Authorized Signatory

	By:	*
	Name:	Hannah Wagner
	Title:	Trustee

	By:	*
	Name:	Clarene Westburg
	Title:	Trustee

	First Interstate Bank TTEE for James R Scott Jr. GST Exempt Trust No 1 DTD 12/11/2020

	By:	*
	Name:	James R. Scott Jr.
	Title:	Authorized Signatory

CUSIP No. 32055Y 201

13D

Page 22 of 22 pages

	By:	*
	Name:	Hannah Wagner
	Title:	Trustee

	By:	*
	Name:	Clarene Westburg
	Title:	Trustee

	*
	Jonathan R. Scott

	Jonathan Scott as Trustee of the Jonathan R Scott Trust dated as of 4/21/04

	By:	*
	Name:	Jonathan Scott
	Title:	Trustee

	*
	Jeremy Scott

	Jeremy Scott TTEE, Jeremy Scott Revocable Trust DTD 6/25/15

	By:	*
	Name:	Jeremy Paul Scott
	Title:	Trustee

	NBar5 Limited Partnership

	By:	*
	Name:	Jeremy Scott
	Title:	Managing Member

	*
	Geoffrey D. Scott

*By:	/s/ TIMOTHY LEUTHOLD
Timothy Leuthold, as attorney-in-fact

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SEC Form SC 13D/A filed by First Interstate BancSystem Inc. (Amendment)

5/29/24 1:38:29 PM ET

$FIBK

Major Banks

Finance

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SC 13D/A 1 formsc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 22)*

FIRST INTERSTATE BANCSYSTEM, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

32055Y 201

(CUSIP Number)

James R. Scott

c/o First Interstate BancSystem, Inc.

401 North 31st Street

Billings, Montana 59116

(406) 255-5390

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 23, 2024

(Date of Event Which Requires Filing of This Statement)

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a Reporting Person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

CUSIP No. 32055Y 201

13D

Page 2 of 22 pages

1.	Names of Reporting Persons Shareholders affiliated with Risa K. Scott
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF; OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization (See Item 2)

Number of

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

400,756

Shared Voting Power

85,836

Sole Dispositive Power

400,756

10.

Shared Dispositive Power

85,836

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 486,592
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	☐
13.	Percent of Class Represented by Amount in Row (11) 0.47%
14.	Type of Reporting Person (See Instructions) IN, OO (See Item 2)

CUSIP No. 32055Y 201

13D

Page 3 of 22 pages

1.	Names of Reporting Persons Shareholders affiliated with James R. Scott
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization (See Item 2)

Number of

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

3,972,381

Shared Voting Power

428,287

Sole Dispositive Power

3,972,381

10.

Shared Dispositive Power

428,287

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,400,668
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	☐
13.	Percent of Class Represented by Amount in Row (11) 4.21%
14.	Type of Reporting Person (See Instructions) IN, OO (See Item 2)

CUSIP No. 32055Y 201

13D

Page 4 of 22 pages

1.	Names of Reporting Persons Shareholders affiliated with John M. Heyneman, Jr.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization (See Item 2)

Number of

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

1,246,843

Shared Voting Power

176,719

Sole Dispositive Power

1,246,843

10.

Shared Dispositive Power

176,719

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,423,562
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	☐
13.	Percent of Class Represented by Amount in Row (11) 1.36%
14.	Type of Reporting Person (See Instructions) IN, OO (See Item 2)

CUSIP No. 32055Y 201

13D

Page 5 of 22 pages

1.	Names of Reporting Persons Shareholders affiliated with Julie Scott Rose
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization (See Item 2)

Number of

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

776,022

Shared Voting Power

1,048,438

Sole Dispositive Power

776,022

10.

Shared Dispositive Power

1,048,438

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,824,460
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	☐
13.	Percent of Class Represented by Amount in Row (11) 1.74%
14.	Type of Reporting Person (See Instructions) IN, OO (See Item 2)

CUSIP No. 32055Y 201

13D

Page 6 of 22 pages

1.	Names of Reporting Persons Homer Scott Jr Trust, First Interstate Wealth Management Trustee
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization (See Item 2)

Number of

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

Shared Voting Power

Sole Dispositive Power

10.

Shared Dispositive Power

950,753

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 950,753
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	☐
13.	Percent of Class Represented by Amount in Row (11) 0.91%
14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 32055Y 201

13D

Page 7 of 22 pages

1.	Names of Reporting Persons Shareholders affiliated with Susan S. Heyneman
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization (See Item 2)

Number of

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

639,256

Shared Voting Power

Sole Dispositive Power

639,256

10.

Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 639,256
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	☐
13.	Percent of Class Represented by Amount in Row (11) 0.61%
14.	Type of Reporting Person (See Instructions) IN, OO (See Item 2)

CUSIP No. 32055Y 201

13D

Page 8 of 22 pages

1.	Names of Reporting Persons Shareholders affiliated with James R. Scott, Jr.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF, OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization (See Item 2)

Number of

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

132,738

Shared Voting Power

Sole Dispositive Power

132,738

10.

Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 132,738
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	☐
13.	Percent of Class Represented by Amount in Row (11) 0.13%
14.	Type of Reporting Person (See Instructions) IN, OO (See Item 2)

CUSIP No. 32055Y 201

13D

Page 9 of 22 pages

1.	Names of Reporting Persons Shareholders affiliated with Jonathan R. Scott
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF, OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization (See Item 2)

Number of

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

621,873

Shared Voting Power

50,000

Sole Dispositive Power

621,873

10.

Shared Dispositive Power

50,000

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 671,873
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	☐
13.	Percent of Class Represented by Amount in Row (11) 0.64%
14.	Type of Reporting Person (See Instructions) IN, OO (See Item 2)

CUSIP No. 32055Y 201

13D

Page 10 of 22 pages

1.	Names of Reporting Persons Shareholders affiliated with Jeremy Scott
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF, OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization (See Item 2)

Number of

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

3,486,000

Shared Voting Power

Sole Dispositive Power

3,486,000

10.

Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,486,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	☐
13.	Percent of Class Represented by Amount in Row (11) 3.33%
14.	Type of Reporting Person (See Instructions) IN, OO (See Item 2)

CUSIP No. 32055Y 201

13D

Page 11 of 22 pages

1.	Names of Reporting Persons Geoffrey D. Scott
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF, OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization (See Item 2)

Number of

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

89,756

Shared Voting Power

1,650

Sole Dispositive Power

89,756

10.

Shared Dispositive Power

1,650

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 91,406
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	☐
13.	Percent of Class Represented by Amount in Row (11) 0.09%
14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 32055Y 201

13D

Page 12 of 22 pages

Explanatory Note

Except as set forth herein, all items remain as previously reported in the Schedule 13D.

ITEM 2.

IDENTITY AND BACKGROUND

Item 2 of the Schedule 13D is hereby amended and supplemented as follows:

Geoffrey D. Scott is a shareholder of J&G Brothers Inc. Mr. Scott’s address is P.O. Box 7113, Billings, Montana 59103. Mr. Scott is a citizen of the United States of America.

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

Mr. Scott acquired the securities reported in this Schedule 13D through estate planning transactions, gifts from family, and in open market purchases using personal funds.

ITEM 4.

PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

Stockholders’ Agreement

CUSIP No. 32055Y 201

13D

Page 13 of 22 pages

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

●	Risa K. Scott may be deemed to beneficially own 486,592 shares of Common Stock, representing 0.47% of the outstanding Common Stock, which includes:

	■	400,756 shares of Common Stock held by Risa K Scott TTEE Risa K Scott Trust Dtd 12/4/15, over which Risa K. Scott has sole voting and dispositive power;

	■	85,836 shares of Common Stock held by Risa K. Scott & John Heyneman Jr., TTEEs FBO Risa K Scott Exemption Trust Under the Scott Family 1996 Trust, over which Ms. Scott has shared voting and dispositive power with John M. Heyneman, Jr.

●	James R. Scott may be deemed to beneficially own 4,400,668 shares of Common Stock, representing 4.21% of the outstanding Common Stock, which includes:

	■	12,651 shares of Common Stock held directly by James R. Scott.

	■	15,661 shares of Common Stock held indirectly by James R. Scott through a 401(k) account.

	■	1,970,031 shares of Common Stock held by James R Scott Trust, James R Scott & First Interstate Wealth Management Co-TTEEs, over which Mr. Scott has sole voting and dispositive power.

	■	35,240 shares of Common Stock held by James R and Christine M Scott Foundation, over which Mr. Scott has shared voting and dispositive power with the board of the same.

	■	1,901,036 shares of Common Stock held by JS Investments Limited Partnership, over which Mr. Scott has sole voting and dispositive power.

	■	343,599 shares of Common Stock held by Foundation for Community Vitality, over which Mr. Scott has shared voting and dispositive power with the board of the same.

	■	73,002 shares of Common Stock held by James F Heyneman Conservatorship, James Scott, Conservator, over which Mr. Scott has sole voting and dispositive power.

	■	7,096 shares of Common Stock held by James F Heyneman Trust, James Scott & First Interstate Wealth Management Co-Trustees, over which Mr. Scott has shared voting and dispositive power.

	■	42,352 shares of Common Stock held by James R. Scott’s spouse, over which Mr. Scott has shared voting and dispositive power.

●	John M. Heyneman, Jr. may be deemed to beneficially own 1,423,562 shares of Common Stock, representing 1.36% of the outstanding Common Stock, which includes:

	■	5,558 shares of Common Stock held directly by John M. Heyneman, Jr.

	■	155,493 shares of Common Stock held by John M Heyneman Jr. Trust, over which Mr. Heyneman has sole voting and dispositive power.

	■	85,836 shares of Common Stock held by Riki Rae Scott Davidson & John Heyneman Jr., Trustees FBO Riki Scott Davidson Exemption Trust Under the Scott Family 1996 Trust, over which Mr. Heyneman has shared voting and dispositive power with Riki Davidson.

	■	85,836 shares of Common Stock held by Rae Ann Morss & John Heyneman Jr., Trustees FBO Rae Ann Morss Exemption Trust Under the Scott Family 1996 Trust, over which Mr. Heyneman has shared voting and dispositive power with Rae Ann Morss.

	■	1,085,792 shares of Common Stock held by Towanda Investments Limited Partnership, over which Mr. Heyneman has sole voting and dispositive power.

	■	3,977 shares of Common Stock held by John M. Heyneman, Jr.’s spouse, over which Mr. Heyneman has shared voting and dispositive power.

	■	1,070 shares of Common Stock held by John M. Heyneman, Jr.’s daughter, over which Mr. Heyneman has shared voting and dispositive power.

CUSIP No. 32055Y 201

13D

Page 14 of 22 pages

●	Julie Scott Rose may be deemed to beneficially own 1,824,460 shares of Common Stock, representing 1.74% of the outstanding Common Stock, which includes:

	■	410,281 shares of Common Stock held by Julie A Scott Rose Trustee of the Julie A Scott Rose Trust Dated 5-14-2002.

	■	95,065 shares of Common Stock held by Juliana Sarah Scott Rose Trust, over which Ms. Rose has sole voting and dispositive power.

	■	95,064 shares of Common Stock held by Elizabeth Lauren Scott Rose Trust, over which Ms. Rose has sole voting and dispositive power.

	■	58,537 shares of Common Stock held by Holland Elizabeth Scott Trust, over which Ms. Rose has sole voting and dispositive power.

	■	58,537 shares of Common Stock held by Harper Grace Scott Trust, over which Ms. Rose has sole voting and dispositive power.

	■	58,538 shares of Common Stock held by Harrison William Scott Trust, over which Ms. Rose has sole voting and dispositive power.

	■	209,678 shares of Class A Stock held by IXL Limited Liability Company, over which Ms. Rose has shared voting and dispositive power with Jonathan Scott.

	■	838,760 shares of Common Stock held by The Thomas & Joan Scott Foundation, over which Ms. Rose has shared voting power.

●	Homer Scott Jr Trust, First Interstate Wealth Management Trustee may be deemed to beneficially own 950,753 shares of Common Stock, representing 0.91% of the outstanding Common Stock.

●	Susan S. Heyneman may be deemed to beneficially own 639,256 shares of Common Stock, representing 0.61% of the outstanding Common Stock, which includes:

■

639,256 shares of Common Stock held by Susan Scott Heyneman Trust, Susan Heyneman & First Interstate Wealth Management Co-Trustees, over which Ms. Heyneman has sole voting and dispositive power.

●	James R. Scott Jr. may be deemed to beneficially own 132,738 shares of Common Stock, representing 0.13% of the outstanding Common Stock, which includes:

	■	81,454 shares of Common Stock held directly by James R. Scott Jr.

	■	25,642 shares of Common Stock held by First Interstate Bank TTEE for Dana S Andersson GST Exempt Trust No 1 Dtd 12/11/2020, over which Mr. Scott, Jr. has sole voting and dispositive power.

	■	25,642 shares of Common Stock held by First Interstate Bank TTEE for James R Scott Jr. GST Exempt Trust No 1 Dtd 12/11/2020, over which Mr. Scott, Jr. has sole voting and dispositive power.

●	Jonathan R. Scott may be deemed to beneficially own 671,873 shares of Common Stock, representing 0.64% of the outstanding Common Stock, which includes:

	■	5,736 shares of Common Stock held directly by Jonathan R. Scott.

	■	616,137 shares of Common Stock held by Jonathan Scott as Trustee of the Jonathan R Scott Trust Dated as of 4/21/04, over which Jonathan R. Scott has sole voting and dispositive power.

	■	50,000 shares of Common Stock held by Jonathan R. Scott’s spouse, over which Mr. Scott has shared voting and dispositive power.

CUSIP No. 32055Y 201

13D

Page 15 of 22 pages

●	Jeremy Scott may be deemed to beneficially own 3,486,000 shares of Common Stock, representing 3.33% of the outstanding Common Stock, which includes:

	■	69,892 shares of Common Stock held by Jeremy Scott TTEE, Jeremy Scott Revocable Trust Dtd 6/25/15, over which Jeremy Scott has sole voting and dispositive power.

	■	3,416,108 shares of Common Stock held by NBAR5 Limited Partnership, over which Jeremy Scott has sole voting and dispositive power.

●

Geoffrey D. Scott may be deemed to beneficially own 91,406 shares of Common Stock, representing 0.09% of the outstanding Common Stock, which includes:

	■	89,756 shares of Common Stock held directly by Geoffrey D. Scott.

	■	1,650 shares of Common Stock held by Geoffrey D. Scott’s spouse, over which Mr. Scott has shared voting and dispositive power.

(c) Other than as described in Item 4, the Reporting Persons have effected the following transactions in the Common Stock during the past 60 days:

	●	On May 14, 2024, Julie A. Scott Rose Trustee of the Julie A. Scott Rose Trust Dated 5-14-2002, sold 110,000 shares of Common Stock, the Juliana Sarah Scott Rose Trust sold 27,000 shares of Common Stock, and the Elizabeth Lauren Scott Rose Trust sold 27,000 shares of Common Stock, in a series of open market transactions at a weighted average price of $27.55 with a price range of $27.44 to $27.71. The Reporting Person undertakes to provide to the Issuer or the staff of the SEC, upon request, the full information regarding the number of shares sold at each separate price within the ranges set forth above.

	●	On May 15, 2024, the Thomas & Joan Scott Foundation sold 36,300 shares of Common Stock in a series of open market transactions at a weighted average price of $27.81 with a price range of $27.66 to $28.02.

(d) None.

(e) Not applicable.

CUSIP No. 32055Y 201

13D

Page 16 of 22 pages

ITEM 7.

Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

Exhibit Number		Title
99.1		Amended and Restated Joint Filing Agreement
99.2		Power of Attorney for each of the Reporting Persons
99.3*		Stockholders’ Agreement
99.4*		Form of Voting Agreement
99.5*		SFFSG Committee Charter dated February 21, 2024
99.6*		Repurchase Agreement dated December 14, 2023 (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed with the SEC on December 14, 2023)*
99.7*		Director Nomination Agreement dated April 2, 2024

* Previously filed.

CUSIP No. 32055Y 201

13D

Page 17 of 22 pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	May 28, 2024
	Date

	*
	Risa K. Scott

	Risa K. Scott & John Heyneman Jr., TTEES FBO Risa K. Scott exemption trust under the Scott family 1996 trust

	By:	*
	Name:	Risa K Scott
	Title:	Trustee

	Risa K Scott TTEE Risa K Scott Trust DTD 12/4/15

	By:	*
	Name:	Risa K Scott
	Title:	Trustee

	*
	James R. Scott

	Foundation for Community Vitality

	By:	*
	Name:	James R. Scott
	Title:	Director

	James F Heyneman Conservatorship, James Scott, Conservator

	By:	*
	Name:	James R. Scott
	Title:	Conservator

CUSIP No. 32055Y 201

13D

Page 18 of 22 pages

	James R Scott Trust

	By:	*
	Name:	James R. Scott
	Title:	Trustee

	James R And Christine M Scott Foundation

	By:	*
	Name:	James R. Scott
	Title:	President

	JS Investments Limited Partnership

	By:	*
	Name:	James R. Scott
	Title:	Managing Partner

	James R Scott Trust, James R Scott & First Interstate Wealth Management Co-TTEEs

	By:	*
	Name:	James R. Scott
	Title:	Trustee

	James F Heyneman Trust, James Scott & First Interstate Wealth Management Co-Trustees

	By:	*
	Name:	James R. Scott
	Title:	Trustee

	*
	John M. Heyneman, Jr.

	Rae Ann Morss & John Heyneman Jr., Trustees FBO Rae Ann Morss Exemption Trust under the Scott family 1996 Trust

	By:	*
	Name:	John M. Heyneman Jr
	Title:	Co-Trustee

CUSIP No. 32055Y 201

13D

Page 19 of 22 pages

	Riki Rae Scott Davidson & John Heyneman Jr., trustees FBO Riki Scott Davidson Exemption Trust under the Scott family 1996 Trust

	By:	*
	Name:	John M. Heyneman Jr
	Title:	Co-Trustee

	John M. Heyneman Jr. Trust

	By:	*
	Name:	John M. Heyneman Jr
	Title:	Trustee

	Towanda Investments Limited Partnership

	By:	*
	Name:	John M. Heyneman Jr
	Title:	Managing Partner

	*
	Julie Scott Rose

	Elizabeth Lauren Scott Rose Trust

	By:	*
	Name:	Julie Scott Rose
	Title:	Trust Advisor

	Harper Grace Scott Trust

	By:	*
	Name:	Julie Scott Rose
	Title:	Trustee

CUSIP No. 32055Y 201

13D

Page 20 of 22 pages

	Harrison William Scott Trust

	By:	*
	Name:	Julie Scott Rose
	Title:	Trustee

	Holland Elizabeth Scott Trust

	By:	*
	Name:	Julie Scott Rose
	Title:	Trustee

	IXL Limited Liability Company

	By:	*
	Name:	Julie Scott Rose
	Title:	Designated member

	Juliana Sarah Scott Rose Trust

	By:	*
	Name:	Julie Scott Rose
	Title:	Trust Advisor

	Julie A Scott Rose Trustee of the Julie A Scott Rose Trust dated 5-14-2002

	By:	*
	Name:	Julie Scott Rose
	Title:	Trustee

CUSIP No. 32055Y 201

13D

Page 21 of 22 pages

	Homer Scott Jr Trust, First Interstate Wealth Management Trustee

	By:	*
	Name:	First Interstate Bank Wealth Management
	Title:	Trustee

	*
	Susan S. Heyneman

	Susan Scott Heyneman Trust, Susan Heyneman & First Interstate Wealth Management Co-Trustees

	By:	*
	Name:	Susan Heyneman
	Title:	Trustee

	*
	James R Scott, Jr.

	First Interstate Bank TTEE for Dana S Andersson GST Exempt Trust No 1 DTD 12/11/2020

	By:	*
	Name:	James R. Scott Jr.
	Title:	Authorized Signatory

	By:	*
	Name:	Hannah Wagner
	Title:	Trustee

	By:	*
	Name:	Clarene Westburg
	Title:	Trustee

	First Interstate Bank TTEE for James R Scott Jr. GST Exempt Trust No 1 DTD 12/11/2020

	By:	*
	Name:	James R. Scott Jr.
	Title:	Authorized Signatory

CUSIP No. 32055Y 201

13D

Page 22 of 22 pages

	By:	*
	Name:	Hannah Wagner
	Title:	Trustee

	By:	*
	Name:	Clarene Westburg
	Title:	Trustee

	*
	Jonathan R. Scott

	Jonathan Scott as Trustee of the Jonathan R Scott Trust dated as of 4/21/04

	By:	*
	Name:	Jonathan Scott
	Title:	Trustee

	*
	Jeremy Scott

	Jeremy Scott TTEE, Jeremy Scott Revocable Trust DTD 6/25/15

	By:	*
	Name:	Jeremy Paul Scott
	Title:	Trustee

	NBar5 Limited Partnership

	By:	*
	Name:	Jeremy Scott
	Title:	Managing Member

	*
	Geoffrey D. Scott

*By:	/s/ TIMOTHY LEUTHOLD
Timothy Leuthold, as attorney-in-fact

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Recent Analyst Ratings for

$FIBK

Date	Price Target	Rating	Analyst
7/8/2025	$32.00	Underweight → Equal Weight	Barclays
6/23/2025	$32.00	Outperform	Keefe Bruyette
12/17/2024		Neutral	UBS
11/26/2024	$32.00 → $42.00	Neutral → Buy	DA Davidson
10/31/2024	$32.00 → $30.00	Equal Weight → Underweight	Barclays
10/1/2024	$30.00 → $28.00	Equal Weight → Underweight	Wells Fargo
3/8/2024	$28.00	Equal Weight	Barclays
10/4/2023	$25.00	Overweight → Equal Weight	Wells Fargo

More analyst ratings

SEC Form SC 13D/A filed by First Interstate BancSystem Inc. (Amendment)

Crush Q3 2025 with the Best AI Executive Assistant

Recent Analyst Ratings for $FIBK

SEC Form SC 13D/A filed by First Interstate BancSystem Inc. (Amendment)

Crush Q3 2025 with the Best AI Executive Assistant

Recent Analyst Ratings for $FIBK

$FIBK Press Releases

Fastest customizable press release news feed in the world

First Interstate BancSystem, Inc. Announces Second Quarter Earnings Release and Conference Call

First Interstate BancSystem, Inc. Announces Pricing of Subordinated Notes Offering

David P. Della Camera Becomes CFO of First Interstate BancSystem, Inc.

$FIBK SEC Filings

SEC Form SCHEDULE 13G filed by First Interstate BancSystem Inc.

First Interstate BancSystem Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

First Interstate BancSystem Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

$FIBK Insider Trading

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

SEC Form 5 filed by Scott Jeremy

Large owner Susan Scott Heyneman Trust, Susan Heyneman & First Interstate Wealth Management Co-Trustees sold $1,711,050 worth of shares (55,000 units at $31.11) (SEC Form 4)

Amendment: New insider Della Camera David claimed ownership of 21,706 shares (SEC Form 3)

$FIBK Analyst Ratings

Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

First Interstate Bancsystem upgraded by Barclays with a new price target

Keefe Bruyette resumed coverage on First Interstate Bancsystem with a new price target

UBS resumed coverage on First Interstate Bancsystem

$FIBK Insider Purchases

Insider purchases reveal critical bullish sentiment about the company from key stakeholders. See them live in this feed.

President & CEO Riley Kevin P bought $347,718 worth of shares (11,232 units at $30.96), sold $217,613 worth of shares (7,300 units at $29.81), gifted 6,750 shares and received a gift of 1,750 shares, decreasing direct ownership by 16% to 75,762 units (SEC Form 4)

$FIBK Large Ownership Changes

This live feed shows all institutional transactions in real time.

Amendment: SEC Form SC 13G/A filed by First Interstate BancSystem Inc.