Capital Stock and Dividend Restrictions

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Capital Stock and Dividend Restrictions

CAPITAL STOCK AND DIVIDEND RESTRICTIONS

On May 24, 2023, the Company’s shareholders approved the proposed change of the Company’s state of incorporation from Montana to Delaware. At the effective time of the conversion, each outstanding share of the Company’s Class A common stock became an outstanding share of common stock of the Company and each outstanding option, warrant or other right to acquire shares of the Company’s previously designated Class A common stock became an outstanding option, warrant or other right to acquire shares of common stock of the Company. Accordingly, all references to Class A common stock in these financial statements and notes refer to the role of the Class A common stock in the GWB acquisition while all other references to the Company’s common capital stock have been retroactively changed to reference common stock.

Until March 25, 2022, the Company’s authorized common stock had consisted of 250,000,000 shares, of which 150,000,000 shares were designated as Class A common stock and 100,000,000 were designated as Class B common stock. The Class A common stock had one vote per share while the class B common stock had five votes per share and was convertible to Class A common stock on a share-for-share basis. On March 24, 2022, the record date for our first annual stockholders’ meeting following the completion of the Great Western Bank (“GWB”) acquisition on February 1, 2022, all outstanding shares and rights to acquire shares of Class B common stock were automatically converted into the same number of outstanding shares and rights to acquire the same number of shares, as applicable, of Class A common stock. As a result, we now have only one class of common stock outstanding and issuable upon exercise of outstanding rights to acquire common stock, all with equivalent voting rights: namely, common stock. The Class A common stock is traded on the NASDAQ stock market, or NASDAQ, under the symbol “FIBK.”

As of December 31, 2023, the Company is authorized to issue an aggregate of 150,100,000 shares of capital stock, of which, 150,000,000 shares are designated as common stock, and 100,000 are designated as preferred stock. Our common stock is uncertificated and has one vote per share.

The Company had 103,941,626 and 104,442,023 shares of common stock outstanding as of December 31, 2023 and 2022, respectively, and no shares of preferred stock outstanding as of December 31, 2023 and 2022.

During 2023, the Company issued 54,414 shares of its common stock to directors for their annual service on the Company's board of directors. The aggregate value of the shares issued to directors of $1.2 million is amortized into stock-based compensation expense in the accompanying consolidated statements of changes in stockholders’ equity over a one-year service based period. During 2022 and 2021, the Company issued 33,769 and 19,081 shares of its common stock with an aggregate value of $1.3 million and $0.9 million to directors for their service on the Company’s board of directors during 2022 and 2021, respectively. The aggregate value of the shares issued to directors is included in stock-based compensation expense in the accompanying consolidated statements of changes in stockholders’ equity.

On February 1, 2022, the Company issued 46,879,601 shares of its Class A common stock with an aggregate value of approximately $1.7 billion as consideration for the acquisition of Great Western.

On December 14, 2023, the Company completed the repurchase of one million shares of its common stock from the estate of a stockholder at a price of $32.14 per share, or the closing price per share of the common stock as reported on the Nasdaq Stock Market on December 14, 2023, representing an aggregate purchase price of $32.1 million.

During 2022, the Company repurchased and retired the five million shares of common stock under it’s previously existing stock repurchase program. As of December 31, 2023, the Company did not have a repurchase program in effect.

Other stock repurchases during 2023 and 2022 were redemptions of vested restricted shares tendered in lieu of cash for payment of income tax withholding amounts by participants in the Company’s equity compensation plans.

On November 4, 2021, the Company filed a registration statement on Form S-4, as amended on December 14, 2021 with registration statement on Form S-4/A, to register 47,158,390 shares of Class A common stock to be issued as consideration for our acquisition of Great Western.

On May 25, 2023, the Company filed a Registration Statement on Form S-8 to register an additional two million shares of common stock to be issued pursuant to the Company's 2023 Equity and Incentive Plan.

On May 26, 2023, the Company filed a universal shelf registration statement on Form S-3, which was subsequently declared effective by the SEC. The shelf registration statement allows the Company to raise additional capital from time to time through offers and sales of registered securities consisting of debt securities, preferred stock, depository shares, common stock, warrants, purchase contracts, and units or units consisting of any combination of the foregoing securities. The Company may sell these securities using the prospectus in the shelf registration statement, together with applicable prospectus supplements, from time to time, in one or more offerings.

The payment of dividends by subsidiary banks is subject to various federal and state regulatory limitations. In general, a bank is limited, without the prior consent of its regulators, to paying dividends that do not exceed current year net profits together with retained earnings from the two preceding calendar years. The Company’s debt instruments also include limitations on the payment of dividends.