As filed with the Securities and Exchange Commission on May 23, 2024
Registration No 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

First Interstate BancSystem, Inc.
(Exact name of registrant as specified in its charter)

Delaware81-0331430
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)
401 North 31st Street, Billings, Montana
59101
(Address of principal executive offices)(Zip Code)

2023 Equity and Incentive Plan
(Full title of plan)
Marcy D. Mutch
Executive Vice President and Chief Financial Officer
401 North 31st Street
Billings, Montana 59101
(Name and address of agent for service)
(406) 255-5311
(Telephone number, including area code, of agent for service)
Copy to:
Scott A. Berdan, Esq.
Polsinelli PC
1401 Lawrence Street, Suite 2300
Denver, CO 80202
(303) 572-9300
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  ý
Accelerated filer  o
Non-accelerated filer  o
Smaller reporting company o
Emerging growth company o
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 7(a)(2)(B) of the Securities Act. o




EXPLANATORY NOTE

This Registration Statement is being filed in accordance with General Instruction E to Form S-8 for the purpose of registering 2,000,000 additional shares of common stock, $0.00001 par value, of First Interstate BancSystem, Inc., a Delaware corporation (the “Registrant”), reserved for issuance under the Registrant’s 2023 Equity and Incentive Plan, as amended. These shares are additional securities of the same class as other securities for which a registration statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.
In accordance with General Instruction E to Form S-8, the Registrant’s Form S-8 Registration Statement filed with the Securities and Exchange Commission (the “Commission”) on May 25, 2023 (File No. 333-272210), is hereby incorporated by reference.
PART II

Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
(a)the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on February 29, 2024 (File No. 001-34653);
(b)the information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on February 29, 2024 (File No. 001-34653), from the Registrant’s definitive Proxy Statement, filed with the Commission under cover of Schedule 14A on April 11, 2024 (File No. 001-34653);
(c)the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the Commission on May 3, 2024 (File No. 001-34653);
(d)the Registrant’s Current Reports on Form 8-K filed with the Commission on January 30, 2024 (with respect only to Item 8.01 thereof) (File No. 001-34653), April 2, 2024 (File No. 001-34653), April 24, 2024 (with respect only to Item 8.01 thereof) (File No. 001-34653) and May 23, 2024 (with respect only to Items 5.02 and 5.07 thereof) (File No. 001-34653).
(e)the description of the Registrant’s common stock, which is contained in a Registration Statement on Form 8-A (Amendment No. 3) filed with the Commission on May 25, 2023, as updated by the description contained in Exhibit 4.1 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on February 29, 2024 (File No. 001-34653), and any further amendments or reports filed for the purpose of updating such description.
All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (specifically excluding Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on any such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.


Item 8. Exhibits
Exhibit No.
Exhibit Description
Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on May 25, 2023).
Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 10-Q, filed with the Commission on May 3, 2024).
Opinion of Polsinelli PC.
Consent of RSM US LLP, independent registered public accounting firm.
Consent of Polsinelli PC (included in Exhibit 5.1).
Power of Attorney (included on the signature page of this Form S-8).
2023 Equity and Incentive Plan (incorporated by reference to Appendix C to the Registrant’s definitive Proxy Statement, filed with the Commission under cover of Schedule 14A on April 11, 2023)
First Amendment to 2023 Equity and Incentive Plan.
Fee Table.




SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Billings, State of Montana, on the 23rd day of May, 2024.
FIRST INTERSTATE BANCSYSTEM, INC.
By:/s/ KIRK D. JENSEN
Kirk D. Jensen
Executive Vice President and General Counsel/Corporate Secretary


POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin P. Riley, Kirk D. Jensen, and Marcy D. Mutch, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SignatureTitleDate
/s/ DAVID L. JAHNKEMay 23, 2024
David L. JahnkeDirector
/s/ STEPHEN B. BOWMANMay 23, 2024
Stephen B. BowmanDirector
/s/ ALICE S. CHOMay 23, 2024
Alice S. ChoDirector
/s/ FRANCES P. GRIEBMay 23, 2024
Frances P. GriebDirector
/s/ THOMAS E. HENNINGMay 23, 2024
Thomas E. HenningDirector
/s/ JOHN M. HEYNEMAN, JR.May 23, 2024
John M. Heyneman, Jr.Director
/s/ DENNIS L. JOHNSONMay 23, 2024
Dennis L. JohnsonDirector
/s/ STEPHEN M. LACYMay 23, 2024
Stephen M. LacyDirector
/s/ PATRICIA L. MOSSMay 23, 2024
Patricia L. MossDirector
/s/ JOYCE A. PHILLIPSMay 23, 2024
Joyce PhillipsDirector
/s/ DANIEL A. RYKHUSMay 23, 2024
Daniel A. RykhusDirector
/s/ JAMES R. SCOTTMay 23, 2024
James R. ScottDirector
/s/ JONATHAN R. SCOTTMay 23, 2024
Jonathan R. ScottDirector
/s/ KEVIN P. RILEYPresident, Chief Executive Officer and DirectorMay 23, 2024
Kevin P. Riley(Principal executive officer)
/s/ MARCY D. MUTCHExecutive Vice President and Chief Financial OfficerMay 23, 2024
Marcy D. Mutch(Principal financial and accounting officer)


Exhibit 107

Calculation of Filing Fee Table
Form S-8
(Form Type)
FIRST INTERSTATE BANCSYSTEM, INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1 - Newly Registered Securities
Security TypeSecurity Class TitleFee Calculation or Carry Forward Rule
Amount Registered(1)
Proposed Maximum Offering Price Per UnitMaximum Aggregate Offering PriceFee RateAmount of Registration Fee
Fees to be PaidEquityCommon Stock, $0.00001 par value per share, to be issued pursuant to the 2023 Equity and Incentive PlanRule 457(c) and Rule 457(h)
2,000,000(2)
$27.885(3)
$55,770,0000.00014760$8,231.65
Total Offering
Amounts		$55,770,000$8,231.65
Total Fees Previously PaidN/A
Total Fee OffsetsN/A
Net Fee Due$8,231.65
1.
Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, (the “Securities Act”, this Registration Statement shall also cover any additional shares of common stock, par value $0.00001 per share, of the Registrant (“Common Stock”) that become issuable under the Registrant’s 2023 Equity and Incentive Plan by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Common Stock.
2.Represents 2,000,000 shares of common stock reserved for future issuance under the Registrant’s 2023 Equity and Incentive Plan.
3.Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, and based on the average of the high and low prices of the Common Stock as reported on the Nasdaq Global Select Market on May 20, 2024, which date is within five business days prior to the filing of this Registration Statement.


Exhibit 5.1
polsinelli_graphic.jpg
1401 Lawrence Street, Suite 2300, Denver, CO 80202 · (303) 572-9300
May 23, 2024
Board of Directors
First Interstate BancSystem, Inc.
401 North 31st Street
Billings, MT 59101
Re: First Interstate BancSystem, Inc. -- Registration Statement on Form S-8
Ladies and Gentlemen:
We are acting as counsel to First Interstate BancSystem, Inc., a Delaware corporation (the “Company”), in connection with its registration statement on Form S-8 (the “Registration Statement”), filed on the date hereof with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the proposed offering of up to 2,000,000 shares of common stock, $0.00001 par value per share, of the Company (the “Shares”), which Shares are issuable pursuant to the 2023 Equity and Incentive Plan of the Company, as amended (the “EIP”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to the authentic original documents of all documents submitted to us as copies (including electronic copies). We have also assumed that the Company has sufficient authorized but unissued and unreserved shares of common stock (or will validly amend the Company’s Certificate of Incorporation to authorize a sufficient number of shares of common stock for issuance under the EIP prior to the issuance thereof) available for issuance as provided in the Registration Statement. As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based, as to matters of law, solely on the General Corporation Law of the state of Delaware, as amended. We express no opinion herein as to any other statutes, rules, or regulations.
Based upon, subject to, and limited by the foregoing, we are of the opinion that following (i) effectiveness of the Registration Statement, (ii) issuance of the Shares pursuant to the terms of the EIP and (iii) receipt by the Company of the consideration, if any, for the Shares specified in the applicable resolutions of the Board of Directors or a duly authorized committee thereof, the EIP, and any underlying award agreements or letters, the Shares will be validly issued, fully paid, and nonassessable.
This opinion has been prepared for use in connection with the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent to the effective date of the Registration Statement.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act.
Very truly yours,
/s/ Polsinelli PC
POLSINELLI PC

polsinelli.com
Atlanta
Boston
Chicago
Dallas
Denver
Houston
Kansas City
Los Angeles
Miami
Nashville
New York
Phoenix
St. Louis
San Francisco
Seattle
Silicon Valley
Washington, D.C.
Wilmington
Polsinelli PC, Polsinelli LLP in California
1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of First Interstate BancSystem, Inc. (the “Registrant”) of our reports dated February 29, 2024, relating to the consolidated financial statements (on which our report was unqualified) of the Registrant and the effectiveness of the Registrant’s internal control over financial reporting (on which our report expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of a material weakness), appearing in the Annual Report on Form 10-K of the Registrant for the year ended December 31, 2023.

/s/ RSM US LLP
Des Moines, Iowa
May 23, 2024



Exhibit 99.2
FIRST AMENDMENT TO
FIRST INTERSTATE BANCSYSTEM, INC. 2023 EQUITY AND INCENTIVE PLAN
This First Amendment (the “Amendment”) to the First Interstate BancSystem, Inc. 2023 Equity and Incentive Plan, as it may be amended, restated, or otherwise modified from time to time (the “Plan”), is hereby made effective as of this 21st day of May, 2024. Any capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan.
RECITALS
Whereas, the Board of Directors (the “Board”) of First Interstate BancSystem, Inc., a Delaware corporation (the “Company”), approved and adopted the Plan effective as of February 28, 2023, and the Company’s stockholders approved the Plan in accordance with the requirements of applicable law;
Whereas, on February 27, 2024, the Board approved, subject to stockholder approval, an amendment to the Plan to increase the number of shares to be authorized for issuance under the Plan by an additional 4,000,000 shares of common stock;
Whereas, on May 6, 2024, prior to stockholder approval of the initially proposed increase but also subject to subsequent stockholder approval, the Board determined it to be in the best interests of the Company and its stockholders to seek a lesser increase in the number of shares sought to be authorized for issuance under the Plan from 4,000,000 shares of common stock to 2,000,000 shares of common stock;
Whereas, at the annual meeting of the stockholders of the Company held on May 20, 2024, the stockholders of the Company approved the amendment to the Plan to increase the number of shares authorized for issuance under the Plan by an additional 2,000,000 shares of common stock; and
Whereas, the Company is authorized to amend the Plan pursuant to Section 14.1 thereof and the Board has authorized the undersigned to prepare and execute this Amendment on behalf of the Company to memorialize the foregoing.
Now, Therefore, the Plan is hereby amended as follows:
1.    Section 2(a) of the Plan is hereby amended and restated in its entirety as follows:
(a)    Limitation on Overall Number of Shares Available for Delivery Under Plan. Subject to adjustment in accordance with Article 13, the aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed four million (4,000,000). The maximum number of shares of Common Stock which may be issued under Incentive Stock Options granted under the Plan is four million (4,000,000).
2.    All other provisions of the Plan shall remain unchanged as a result of this Amendment. The Plan, as amended and modified by the provisions of this Amendment, shall constitute and shall be construed as a single instrument. The provisions of the Plan, as amended and modified by the provisions of this Amendment, are incorporated herein by reference and are ratified and affirmed.
IN WITNESS WHEREOF, the undersigned has executed this Amendment by and on behalf of the Company as of the date first set forth above.
FIRST INTERSTATE BANCSYSTEM, INC.
By:/s/ Kirk D. Jensen
Kirk D. Jensen
Executive Vice President and General Counsel

First Interstate BancSys... (NASDAQ:FIBK)
Historical Stock Chart
From Oct 2024 to Nov 2024 Click Here for more First Interstate BancSys... Charts.
First Interstate BancSys... (NASDAQ:FIBK)
Historical Stock Chart
From Nov 2023 to Nov 2024 Click Here for more First Interstate BancSys... Charts.