8-K

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): October 3, 2022

FIRST INTERSTATE BANCSYSTEM, INC.

(Exact name of registrant as specified in its charter)

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 (see General Instruction A.2. below):

☐ 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))

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Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On October 3, 2022, Mr. Russ Lee, the Company’s Chief Banking officer, notified First Interstate BancSystem, Inc. (the “Company”) that he was intending to retire from the Company effective December 31, 2022. Mr. Lee has agreed to continue to serve as the Company’s Chief Banking Officer through November 28, 2022, and will continue to serve as an employee of the Company in a transitional role through the end of 2022.

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(c)    Effective November 28, 2022 (the “Effective Date”), Ms. Ashley Hayslip, age 39, has agreed to begin serving as the Company’s Chief Banking Officer. Prior to joining First Interstate, Ms. Hayslip worked at Umpqua Bank starting in 2016 in a variety of leadership roles, most recently as Executive Vice President, Community & Business Banking. Prior to her time at Umpqua, Ms. Hayslip also served in leadership positions at Bank of the West and Zions Bancorp, leading enterprise-wide initiatives with a focus on growth strategy.

On the Effective Date, Ms. Hayslip will be entitled to an annual base salary of $450,000, a sign-on cash bonus of $50,000, and a restricted stock grant covering that number of shares of Class A common stock equal in value as of such date to $200,000. The restricted stock will vest ratably in three equal annual installments over a period of three years beginning with the first year anniversary of the Effective Date. Ms. Hayslip will also be entitled to participate in the Company’s incentive bonus plans, with the amount of bonuses based upon achievement of Company-wide goals, and those additional benefits as are customarily offered to the Company’s other executive officers.

A copy of the press release announcing this appointment is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. Interested persons are encouraged to read the press release because it contains other important information not summarized in this current report.

Forward-Looking Statements

This document contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, that involve inherent risks and uncertainties, including statements regarding the intended transition of the Chief Banking Officer role and the expected timing thereof. Any statements about our plans, objectives, expectations, strategies, beliefs, or future performance or events constitute forward-looking statements. Such statements are identified by words or phrases such as “believes,” “expects,” “anticipates,” “plans,” “trends,” “objectives,” “continues” or similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “may” or similar expressions. Forward-looking statements involve known and unknown risks, uncertainties, assumptions, estimates and other important factors that could cause actual results to differ materially from any results, performance or events expressed or implied by such forward-looking statements. Factors that could cause actual results to differ from expectations are included under the caption “Risk Factors” in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) and in other periodic and other reports subsequently filed by the Company with the SEC.

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

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

Date: October 3, 2022

Document

Exhibit 99.1

For Immediate Release

Ashley Hayslip Joins First Interstate as Chief Banking Officer

Billings, Mont.—October 3, 2022—First Interstate BancSystem, Inc. (NASDAQ: FIBK) is pleased to announce that Ashley Hayslip has accepted her appointment, effective November 28, 2022, as Executive Vice President, Chief Banking Officer of First Interstate Bank. In her new role, Ms. Hayslip will lead First Interstate Bank’s retail and commercial teams as well as oversee First Interstate Wealth Management and First Interstate Investment Services.

“Ashley has a strong understanding of and passion for First Interstate’s community banking model,” explained FIBK President and CEO Kevin Riley. “I am confident her breadth of banking experience will guide and support our client-facing teams in developing the strong and fruitful relationships for which First Interstate is known.”

Prior to joining First Interstate, Ms. Hayslip worked at Umpqua Bank in a variety of leadership roles, most recently as Executive Vice President, Community & Business Banking. She played a critical role in transitioning Umpqua from acquisition mode to organic growth mode, establishing and implementing strategic initiatives in the middle-market and community banking sectors. In addition to her time at Umpqua, Ms. Hayslip also served in leadership positions at Bank of the West and Zions Bancorp, leading enterprise-wide initiatives with a focus on growth strategy.

Ms. Hayslip graduated with honors from University of California, Davis with a B.A. in Economics and Communication. She will start in her new position with the Bank in late November, replacing current CBO Russell A. Lee, who has informed the Company that he intends to retire at the end of the year after transitioning the role to Ms. Hayslip.

Forward-Looking Statements

This document contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, that involve inherent risks and uncertainties, including statements regarding the intended transition of the Chief Banking Officer role and the expected timing thereof. Any statements about our plans, objectives, expectations, strategies, beliefs, or future performance or events constitute forward-looking statements. Such statements are identified by words or phrases such as “believes,” “expects,” “anticipates,” “plans,” “trends,” “objectives,” “continues” or similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “may” or similar expressions. Forward-looking statements involve known and unknown risks, uncertainties, assumptions, estimates and other important factors that could cause actual results to differ materially from any results, performance or events expressed or implied by such forward-looking statements. Factors that could cause actual results to differ from expectations are included under the caption “Risk Factors” in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) and in other periodic and other reports subsequently filed by the Company with the SEC.

About Us

First Interstate BancSystem, Inc. is a financial services holding company headquartered in Billings, Montana. It is the parent company of First Interstate Bank, a community bank with $32 billion in assets as of June 30, 2022. First Interstate proudly delivers financial solutions across Arizona, Colorado, Idaho, Iowa, Kansas, Minnesota, Missouri, Montana, Nebraska, North Dakota, Oregon, South Dakota, Washington, and Wyoming. A recognized leader in community banking services, First Interstate is driven by strong values as well as a commitment to delivering a rewarding experience to its employees, strong returns to shareholders, exceptional products and services to its clients, and resources to the communities it serves. More information is available at www.FIBK.com.

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