Form 4: First Interstate BancSystem Director Jeremy Scott Reports Acquisition of Restricted Stock Units

Jeremy Scott, a Director and 10% owner of First Interstate BancSystem Inc. (FIBK), reported the acquisition of 2,946 restricted stock units, which vest in June 2026.

Summary

• Jeremy Scott, a Director and 10% owner of First Interstate BancSystem Inc. (FIBK), acquired 2,946 shares of Common Stock on June 1, 2025.
• These shares are restricted stock units (RSUs) granted under the Registrant's 2023 Equity and Incentive Plan.
• The RSUs vest on June 1, 2026, contingent on Jeremy Scott's continuous service to the Registrant through the earlier of the vesting date or the date of the next annual stockholder meeting.
• Following this transaction, Jeremy Scott directly beneficially owns 2,946 shares.
• Indirect beneficial ownership totals 3,489,305 shares, comprising 3,416,108 shares held by NBar 5 Limited Partnership, 70,367 shares by Jeremy Scott TTEE, Jeremy Scott Revocable Trust Dtd 6/25/15, and 2,830 shares by Jeremy Scott's spouse.
• The reporting persons, including Jeremy Scott TTEE, Jeremy Scott Revocable Trust Dtd 6/25/15, and NBAR5 S, LP, may be deemed members of a group with other stockholders due to certain agreements, potentially sharing beneficial ownership, though each disclaims ownership beyond their pecuniary interest.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as it indicates an acquisition of shares by an insider, aligning their interests with the company's long-term performance, even if it's a routine RSU grant.

Positives

• The acquisition of 2,946 restricted stock units by a Director and 10% owner aligns management's interests with long-term shareholder value.
• The grant is part of the company's 2023 Equity and Incentive Plan, indicating a structured approach to executive compensation and retention.

Future Outlook

The vesting schedule of the restricted stock units on June 1, 2026, implies an expectation of continued service from Jeremy Scott to the company, aligning his incentives with future performance.

Management Comments

• "Shares issuable upon vesting of restricted stock units granted to the reporting person pursuant to the Registrant's 2023 Equity and Incentive Plan. The restricted stock units vest on June 1, 2026, subject to the reporting person's provision of continuous service to the Registrant through the earlier of the applicable vesting date or the date of the Registrant's [next] annual stockholder meeting."
• "As a result of certain agreements entered into by and among the reporting persons, the Issuer, and certain other stockholders of the Issuer, 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 herein. Each of the reporting persons disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein."

Industry Context

This Form 4 filing represents a routine insider transaction, specifically the grant of equity compensation to a director, which is a common practice across the financial services industry to align management and shareholder interests.

Corporate Governance

Related Party Transactions

• The reporting persons (Jeremy Scott, Jeremy Scott Revocable Trust, NBAR5 S, LP) may be deemed members of a group with other signatories due to certain agreements, potentially sharing beneficial ownership of securities.

Stakeholder Impact

• Shareholders: The grant of restricted stock units to a director aligns management's long-term interests with shareholder value, potentially fostering stability and growth.
• Employees: While not directly impacting all employees, the use of an equity incentive plan signals a commitment to performance-based compensation, which can influence overall company culture and retention strategies.

Next Steps

• The restricted stock units are expected to vest on June 1, 2026, subject to continuous service.
• The reporting persons expect to file future Forms 4 and 5, if any, together with James R. Scott.

Key Dates

Keywords

SEC Form 4, Insider Transaction, Restricted Stock Units, FIBK, First Interstate BancSystem, Beneficial Ownership, Equity Incentive Plan, Director Compensation