FIRST INTERSTATE BANCSYSTEM INC

Item 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of the Chief Executive Officer (who is our principal executive officer) and Chief Financial Officer (who is our principal financial officer), evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of June 30, 2024. The term "disclosure controls and procedures" means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2024, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods required by the SEC’s rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

We completed during the quarter ended June 30, 2024, the following remediation activities related to the combined deficiencies that aggregated into the material weakness previously identified by management in our Annual Report on Form 10-K for the year ended December 31, 2023;

We, included all fields relevant to financial reporting within the scope of the new deposit account quality assurance review; (ii) we improved the sampling procedures for the new deposit account quality assurance review to achieve additional precision and document the rationale for the scope of the sampling approach based on exception rates believed to be deemed reasonably acceptable and appropriate under the circumstances; (iii) we restricted the ability of an employee to edit relevant ‘keyword’ fields in the workflow system to eliminate the previously identified vulnerability in the segregation of duties configuration; (iv) we completed our review of the workflow system logs in an effort to identify potential instances of unauthorized changes to ‘keywords’ and investigate potential instances of segregation of duties violations, if any, related to deposit account maintenance and loan boarding and maintenance activity, finding no such instances; (v) we implemented a quality assurance process to add an additional layer of control prior to the finalization of each period’s user access reviews and enhanced written procedures for obtaining complete and accurate populations of user access reviews for each system with a manual population; (vi) we modified the timing of annual user access reviews; (vii) we documented attestations of acknowledgment for segregation of duties in change management; and (viii) we identified data transfers between systems specifically impacting the Company’s internal control over financial reporting and enhanced logging activities to demonstrate the effective execution of the control concerning such data transfers.

By virtue of our completion of the foregoing changes in our internal control over financial reporting, we believe that we have effectively remediated the combined deficiencies aggregating into the previously identified material weakness, based on the criteria and guidelines established in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, that our system of internal control over financial reporting is effective to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Limitations on the Effectiveness of Controls and Procedures

The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, any system of disclosure controls and procedures or internal control over financial reporting may not be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.