| 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). | |||||||||||||||||
| 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) 12/31/2025 | ||||||||||||||||||||||||||
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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 | 2,531,970(1) | I | See footnotes(1)(2)(3) | ||||||||||||
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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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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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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Composed of 1,989,882 shares held of record by James R Scott Trust, James R Scott & First Interstate Wealth Management Co-TTEEs, 14,534 shares held of record by James R Scott's 401(k) plan, 35,240 shares held of record by James R and Christine M Scott Foundation, 346,563 shares held of record by Foundation for Community Vitality, 73,002 shares held of record by James F Heyneman Conservatorship, James Scott, Conservator, 31,879 shares held of record by James F Heyneman Trust, James Scott & First Interstate Wealth Management Co-Trustees, and 40,870 shares held of record by James R. Scott's spouse. James R Scott ceased to have an indirect reportable beneficial ownership interest in the 1,901,036 shares held of record by JS Investments Limited Partnership upon his resignation in November 2025 as the Managing General Partner of such partnership. |
| 2. 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 thereto and may be deemed to share beneficial ownership of the securities reported therein. 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 James R. Scott with the indication of direct or indirect ownership in Tables I and II being made from James R. Scott's perspective, unless expressly noted otherwise by footnote. |
| 3. As a result of the resignation described in footnote 1 hereto, JS Investments Limited Partnership no longer intends to file future Forms 4 or 5 with the other reporting persons identified in the form. The nature of beneficial ownership is described in detail by footnote for all reporting persons. |
| Remarks: |
| Form filed solely to reflect that JS Investments Limited Partnership is no longer filing Forms 4 and 5 together with the other reporting persons herein. |
| JAMES R SCOTT, By: ++ | 02/17/2026 | |
| James R Scott Trust, James R Scott & First Interstate Wealth Management Co-TTEEs, By:++ | 02/17/2026 | |
| James R & Christine M Scott Foundation, By: ++ | 02/17/2026 | |
| Foundation for Community Vitality, By: ++ | 02/17/2026 | |
| James F Heyneman Conservatorship, James Scott, Conservator, By: ++ | 02/17/2026 | |
| James F Heyneman Trust, James Scott & First Interstate Wealth Management Co-Trustees, By: ++ | 02/17/2026 | |
| ++ /s/ Timothy Leuthold, Attorney-in-Fact for Reporting Person | 02/17/2026 | |
| ** 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. | ||