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FIRST INTERSTATE BANCSYSTEM INC

For the period ended Apr 8, 2025. Filed Apr 8, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 8, 2025 · Filed Apr 8, 2025

Use the contents to explore the available documents and sections.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. ____)

Filed by the Registrant ☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material Pursuant to §240.14a-12

FIRST INTERSTATE BANCSYSTEM, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Notice of Annual Meeting of Shareholders to be held on May 20, 2025

2025 Proxy Statement

First Interstate BancSystem, Inc.

Notice of Annual Meeting of Shareholders

Participate in the Future of First Interstate — Please Cast Your Vote

Date:Time:Location:
May 20, 20254:00 p.m. MTFirst Interstate Great West Center
1800 6th Avenue North
Billings, Montana 59101

At the 2025 Annual Meeting of shareholders (the “annual meeting”), shareholders will be asked to vote

on the following proposals:

  1. To elect four directors;

  2. To approve, on a non-binding, advisory basis, the compensation of the Company’s Named

Executive Officers; and

  1. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting

firm for the year ending December 31, 2025.

YOUR VOTE IS IMPORTANT TO US. PLEASE CAST YOUR VOTE AS SOON AS POSSIBLE. Shareholders of

record as of the close of business on Wednesday, March 26, 2025, are entitled to notice of and to vote

at the annual meeting and any adjournments or postponements thereof. Whether or not you plan to

attend the annual meeting, we urge you to vote as soon as possible. A proxy that is signed and dated,

but which does not contain voting instructions, will be voted in the manner as is recommended by our

Board of Directors on each proposal with respect to which a registered holder is entitled to vote.

Registered holders may vote:

By Internet — access http://www.voteproxy.com and follow the on-screen instructions;

By mail — sign, date, and mail your proxy card in the envelope provided as soon as possible, if

you received a paper copy of the proxy materials; or

In person — vote your shares in person by attending the annual meeting.

Questions and Answers about the 2025 Annual Meeting. We encourage you to review the section

captioned “Information About the Shareholder Meeting” beginning on page 90 for answers to common

questions about the annual meeting, proxy materials, voting, and other related topics.

BY ORDER OF THE BOARD OF DIRECTORS

Kirk D. Jensen

Corporate Secretary

Billings, Montana

April 8, 2025

Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of

Shareholders

to be Held on May 20, 2025 at 4:00 p.m., Mountain Time.

The proxy statement and annual report to shareholders are available at

www.astproxyportal.com/ast/40019/.

(i)

Executive Summary . . . . . . . . . . . . . . .1Compensation of Named Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .60
Proposal One . . . . . . . . . . . . . . . . . . . . .9Proposal Three . . . . . . . . . . . . . . . . . . . . . . . .83
Director and Director Nominee Biographies . . . . . . . . . . . . . . . . . . . . . .12Audit Committee Report . . . . . . . . . . . . . . .85
Corporate Governance . . . . . . . . . . . .23Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . .86
Board Committees . . . . . . . . . . . . . . . .27Certain Relationships and Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . .89
Director Compensation . . . . . . . . . . . .37Information About the Shareholder Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .90
Proposal Two . . . . . . . . . . . . . . . . . . . .39Remaining Sections . . . . . . . . . . . . . . . . . . . .94
Human Capital Management . . . . . . .40Appendix A - Reconciliation of GAAP and Non-GAAP Financial Measures . . . . . . . . . . .A-1
Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . .45Appendix B - Proxy Card . . . . . . . . . . . . . . . .B-1
Where to Find
Financial Performance Highlights3Communication with the Board35
Board Meetings and Attendance25Director Equity Ownership Guidelines38
Director Nomination, Selection, and Qualifications25Executive Officer Equity Ownership56
Director Committee Assignment Matrix28Clawback Policy57
Risk Areas Overseen by Board Committee33Principal Accounting Fees84
Cybersecurity34
1First Interstate BancSystem, Inc.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.