SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 21)*

FIRST INTERSTATE BANCSYSTEM, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

32055Y 201

(CUSIP Number)

James R. Scott

c/o First Interstate BancSystem, Inc.

401 North 31st Street

Billings, Montana 59116

(406) 255-5390

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 2, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a Reporting Person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 32055Y 201 13D Page 1 of 9 pages

Explanatory Note

This Amendment No. 21 (“Amendment No. 21”) to Schedule 13D amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on February 2, 2011 (as amended to date, the “Schedule 13D”), with respect to the common stock, $0.00001 par value per share (“Common Stock”) of First Interstate BancSystem, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used in this Amendment No. 21 and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

Director Nomination Agreement

On April 2, 2024, James R. Scott entered into a letter agreement (the “Director Nomination Agreement”) with the Issuer, pursuant to which the Board agreed to nominate Mr. Scott to stand for reelection as a director of the Issuer at the 2024 annual shareholder meeting and, if Mr. Scott is elected at the 2024 annual shareholder meeting, approved Mr. Scott’s continued service as a member of the Board through the Issuer’s 2025 annual shareholder meeting. The Board further determined that, during his final year of service, Mr. Scott would be a member of the Issuer’s Compensation and Human Capital Committee. The Issuer’s Corporate Governance Guidelines provide that any member of the Board who reaches the age of 72 resign from the Board effective as of the following annual shareholder meeting unless the Board approves that the director remain on the Board following the director’s 72nd birthday. In consideration of the Board’s approval of his continued service on the Board, Mr. Scott agreed to resign as a member of the Board effective as of the date of the 2025 annual shareholder meeting, and delivered his resignation as a director effective as of the 2025 annual shareholder meeting.

The foregoing description of the Director Nomination Agreement is qualified in its entirety by reference to the full text of the Director Nomination Agreement, which is filed as an exhibit to this Schedule 13D and incorporated by reference herein.

Amended and Restated SFFSG Committee Charter

Effective as of February 21, 2024, the Reporting Persons adopted that certain Scott Family First Interstate BancSystem, Inc. Shareholders Group Committee Charter (the “SFFSG Committee Charter”), by and among the Reporting Persons, which replaces the prior committee charter dated as of February 4, 2022. The SFFSG Committee Charter outlines the responsibilities of the Reporting Persons, including with respect to the rights and obligations of the Reporting Persons under the Stockholders’ Agreement, which include (1) exercising the Reporting Persons’ rights in a coordinated manner in the interests of the Reporting Persons, including, as applicable, (a) determining the Reporting Persons’ designees and observers to the Issuer’s board of directors, (b) determining the Reporting Persons’ designees to the FIBK Foundation Board (as defined in the Stockholders’ Agreement), as well as independent directors to the same, and (c) coordinating the exercise of registration rights with respect to potential sales of A Common Shares, in each case, consistent with the terms of the Stockholders’ Agreement, (2) periodically reviewing important shareholder issues, including with respect to the Reporting Persons’ rights under the Stockholders’ Agreement or prior to the taking of a vote of the Issuer’s shareholders, and attempting to reach a consensus point of view on each issue, and (3) communicating the views of the Reporting Persons to Issuers’ management and Issuer’s board of directors, as appropriate.

The foregoing description of the SFFSG Committee Charter is qualified in its entirety by reference to the full text of the SFFSG Committee Charter, which is filed as an exhibit to this Schedule 13D and incorporated by reference herein.

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

Item 4 above summarizes certain provisions of the Director Nomination Agreement and is incorporated herein by reference. A copy of the Director Nomination Agreement is filed as an exhibit to this Schedule 13D and incorporated by reference herein.

Item 4 above summarizes certain provisions of the SFFSG Committee Charter and is incorporated herein by reference. A copy of the SFFSG Committee Charter is filed as an exhibit to this Schedule 13D and incorporated by reference herein.

CUSIP No. 32055Y 201 13D Page 2 of 9 pages

ITEM 7. Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

Exhibit Number	Title
99.1*	Amended and Restated Joint Filing Agreement
99.2*	Power of Attorney for each of the Reporting Persons
99.3*	Stockholders’ Agreement
99.4*	Form of Voting Agreement
99.5	SFFSG Committee Charter dated February 21, 2024
99.6*	Repurchase Agreement dated December 14, 2023 (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed with the SEC on December 14, 2023)
99.7	Director Nomination Agreement dated April 2, 2024

* Previously filed.

CUSIP No. 32055Y 201 13D Page 3 of 9 pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

April 4, 2024
Date
*
Risa K. Scott
Risa K. Scott & John Heyneman Jr., TTEES FBO Risa K. Scott exemption trust under the Scott family 1996 trust
By:	*
Name:	Risa K Scott
Title:	Trustee
Risa K Scott TTEE Risa K Scott Trust DTD 12/4/15
By:	*
Name:	Risa K Scott
Title:	Trustee
*
James R. Scott
Foundation for Community Vitality
By:	*
Name:	James R. Scott
Title:	Director
James F Heyneman Conservatorship, James Scott, Conservator
By:	*
Name:	James R. Scott
Title:	Conservator

CUSIP No. 32055Y 201 13D Page 4 of 9 pages

James R Scott Trust
By:	*
Name:	James R. Scott
Title:	Trustee
James R And Christine M Scott Foundation
By:	*
Name:	James R. Scott
Title:	President
JS Investments Limited Partnership
By:	*
Name:	James R. Scott
Title:	Managing Partner
James R Scott Trust, James R Scott & First Interstate Wealth Management Co-TTEEs
By:	*
Name:	James R. Scott
Title:	Trustee
James F Heyneman Trust, James Scott & First Interstate Wealth Management Co-Trustees
By:	*
Name:	James R. Scott
Title:	Trustee
*
John M. Heyneman, Jr.

CUSIP No. 32055Y 201 13D Page 5 of 9 pages

Rae Ann Morss & John Heyneman Jr., Trustees FBO Rae Ann Morss Exemption Trust under the Scott family 1996 Trust
By:	*
Name:	John M. Heyneman Jr
Title:	Co-Trustee
Riki Rae Scott Davidson & John Heyneman Jr., trustees FBO Riki Scott Davidson Exemption Trust under the Scott family 1996 Trust
By:	*
Name:	John M. Heyneman Jr
Title:	Co-Trustee
John M. Heyneman Jr. Trust
By:	*
Name:	John M. Heyneman Jr
Title:	Trustee
Towanda Investments Limited Partnership
By:	*
Name:	John M. Heyneman Jr
Title:	Managing Partner
*
Julie Scott Rose
Elizabeth Lauren Scott Rose Trust
By:	*
Name:	Julie Scott Rose
Title:	Trust Advisor

CUSIP No. 32055Y 201 13D Page 6 of 9 pages

Harper Grace Scott Trust
By:	*
Name:	Julie Scott Rose
Title:	Trustee
Harrison William Scott Trust
By:	*
Name:	Julie Scott Rose
Title:	Trustee
Holland Elizabeth Scott Trust
By:	*
Name:	Julie Scott Rose
Title:	Trustee
IXL Limited Liability Company
By:	*
Name:	Julie Scott Rose
Title:	Designated member
Juliana Sarah Scott Rose Trust
By:	*
Name:	Julie Scott Rose
Title:	Trust Advisor

CUSIP No. 32055Y 201 13D Page 7 of 9 pages

Julie A Scott Rose Trustee of the Julie A Scott Rose Trust dated 5-14-2002
By:	*
Name:	Julie Scott Rose
Title:	Trustee
By:	*
Homer Scott, Jr. (deceased)
Name:	First Interstate Bank Wealth Management
Title:	Personal Representative of Homer Scott, Jr.
Homer Scott Jr Trust, Homer Scott Jr. & First Interstate Wealth Management Co Trustees
By:	*
Name:	First Interstate Bank Wealth Management
Title:	Trustee
*
Susan S. Heyneman
Susan Scott Heyneman Trust, Susan Heyneman & First Interstate Wealth Management Co-Trustees
By:	*
Name:	Susan Heyneman
Title:	Trustee

CUSIP No. 32055Y 201 13D Page 8 of 9 pages

*
James R Scott, Jr.
First Interstate Bank TTEE for Dana S Andersson GST Exempt Trust No 1 DTD 12/11/2020
By:	*
Name:	James R. Scott Jr.
Title:	Authorized Signatory
By:	*
Name:	Hannah Wagner
Title:	Trustee
By:	*
Name:	Clarene Westburg
Title:	Trustee
First Interstate Bank TTEE for James R Scott Jr. GST Exempt Trust No 1 DTD 12/11/2020
By:	*
Name:	James R. Scott Jr.
Title:	Authorized Signatory
By:	*
Name:	Hannah Wagner
Title:	Trustee
By:	*
Name:	Clarene Westburg
Title:	Trustee
*
Jonathan R. Scott

CUSIP No. 32055Y 201 13D Page 9 of 9 pages

Jonathan Scott as Trustee of the Jonathan R Scott Trust dated as of 4/21/04
By:	*
Name:	Jonathan Scott
Title:	Trustee
*
Jeremy Scott
Jeremy Scott TTEE, Jeremy Scott Revocable Trust DTD 6/25/15
By:	*
Name:	Jeremy Paul Scott
Title:	Trustee
NBar5 Limited Partnership
By:	*
Name:	Jeremy Scott
Title:	Managing Member

*By:	/s/ TIMOTHY LEUTHOLD
Timothy Leuthold, as attorney-in-fact

EX-99.5

Exhibit 99.5

Scott Family First Interstate BancSystem, Inc. (“FIBK”) Shareholders Group

Committee Charter

Adopted 2-21-20 | Revised 2.21.24

Rationale

WHEREAS, the Scott Family (the “Family”) has a long history of ownership of FIBK, initially, as a private company, and, after FIBK went public in 2010, as a major shareholder of FIBK; and

WHEREAS, the Family currently owns FIBK “Common Shares” that are listed on the NASDAQ stock exchange; and

WHEREAS, members of the Family are party to that certain Stockholders’ Agreement, dated as of September 15, 2021 (the “Stockholders’ Agreement”), by and between FIBK and the Family shareholders party thereto, pursuant to which, among other things, the Family shareholders are entitled to (i) nominate directors and observers to the Board of Directors of FIBK, (ii) nominate and approve directors (“Directors”) to the board of directors of the First Interstate BancSystem Foundation (“FIBK Foundation”), (iii) exercise certain registration rights with respect to their Common Shares, and (iv) receive information and presentations from management (collectively, the “SH Agreement Rights”); and

WHEREAS, members of the Family that are party to the Stockholders’ Agreement are deemed to be a group for US securities law purposes and, accordingly, report their ownership of FIBK Common Shares on a Schedule 13D with the Securities and Exchange Commission (“SEC”), identifying the members of that group. As of the date hereof, the Schedule 13D filing group is made up of three current Directors (Jim Scott, John Heyneman and Jon Scott), one current Board Observer (Jeremy Scott), one former Director (James Scott), Risa Kae Scott, Julie Scott Rose and Susan Heyneman who are neither Directors nor Board Observers, and the estate of Homer Scott. The Schedule 13D filing group includes the nine Family members mentioned above and is referred to internally as the “Scott Family FIBK Shareholder Group” (the “Shareholder Group”); and

WHEREAS, Family members currently hold, and under the Stockholders’ Agreement are expected to hold, seats on the Board of Directors of FIBK, and other family members are currently designated and under the Stockholders’ Agreement are expected to be designated as “Board Observers.” In those roles, those Family members have access to material non-public information (“MNPI”) of FIBK; and

WHEREAS, Directors owe fiduciary duties of care and loyalty to FIBK and all FIBK shareholders. Board Observers are not subject to those fiduciary duties but must sign a Board Observer and Confidentiality Agreement (the “BOCA”), which also contains restrictions on insider trading consistent with FIBK’s Insider Trading Policy, and abide by any blackout, approval or notification requirements specified therein, as well as any anti-pledging policy then in effect for insiders. Family members who are Directors and other Family members who are part of the Shareholder Group and who do not disclaim the right to receive confidential information (as described below), are or will be subject to confidentiality agreements having comparable terms to the BOCA (collectively, the “Confidentiality Agreements”). Both Directors and Board Observers who enter into a BOCA are permitted by FIBK to use MNPI solely for the benefit of FIBK. In addition, the Family members who are Directors or Board Observers or are otherwise members of the Shareholder Group and who do not disclaim the right to receive confidential information (as described below) are further authorized by FIBK to use MNPI for their own benefit, but only when acting solely in their capacities as shareholders of FIBK, consistent with the approved purposes outlined in their respective Confidentiality Agreements;

WHEREAS, certain Family members who are members of the Shareholder Group, but are not Directors or Board Observers, have elected to disclaim the right to receive confidential information that constitutes MNPI of FIBK. Such Family members are referred to as “Public Information Only Members”. Public Information Only Members are members of the Shareholder Group and entitled to participate in that capacity, but will not receive confidential information that constitutes MNPI of FIBK and, accordingly, are not subject to restrictions on insider trading under FIBK’s Insider Trading Policy or the anti-pledging policy currently in effect for insiders. To become a Public Information Only Member, a written notice of such election must be submitted to FIBK, in a form previously agreed among FIBK, the Shareholder Group and outside legal counsel; and

WHEREAS, shareholders have the right to vote their shares consistent with their own best interests when exercising contractual rights they may hold and/or considering any action requiring a shareholder vote to approve such action, including, without limitation, the election of directors, approving the issuance of greater than 20% of the outstanding shares of FIBK, and potential mergers of FIBK with third parties; and

WHEREAS, the Family Board members have been informed by FIBK management and their fellow Directors that it would be in the best interest of FIBK for management and those other Directors to understand the Family’s perspective on, or otherwise engage in confidential discussions with the Family regarding, the Family’s exercise of its SH Agreement Rights and/or certain major matters requiring shareholder approval, including significant potential M&A transactions, director elections, and other issues of interest to the Family; and

WHEREAS, The purpose of the Shareholder Group is to (i) effectively exercise the SH Agreement Rights, (ii) review important shareholder issues, including with respect to the SH Agreement Rights or prior to the taking of a vote of FIBK shareholders, (iii) attempt to reach a consensus point of view on those issues, and (iv) be in a position to communicate on behalf of the Shareholder Group to FIBK management and Board of Directors.

Charter of Scott Family FIBK Shareholder Group

Purposes: The Shareholder Group will: (1) Exercise the SH Agreement Rights in a coordinated manner in the interests of the Scott Family shareholders, including, as applicable, (a) determining the Shareholder Group’s designees and observers to FIBK’s Board, (b) determining the Shareholder Group’s designees to the FIBK Foundation Board, as well as independent directors to the same, and (c) coordinating the exercise of registration rights with respect to potential sales of Common Shares, in each case, consistent with the terms of the Stockholders’ Agreement, (2) Periodically review important shareholder issues, including with respect to the SH Agreement Rights or prior to the taking of a vote of FIBK shareholders, and attempt to reach a consensus point of view on each issue, and (3) Communicate the views of the Shareholder Group to FIBK management and the Board of Directors, as appropriate.

Membership: Members of the Shareholder Group will be Family shareholders who are parties to the Stockholders’ Agreement. If the Shareholder Group membership changes, to add a Family member who is not a party to the Stockholders’ Agreement, as a condition to including such new Family member to the Shareholder Group, that individual must first (i) agree in writing to be bound by the Stockholders’ Agreement, and (ii) unless that individual elects to be a Public Information Only Member, enter into a separate Confidentiality Agreement with FIBK under which that Family member agrees to comply with FIBK insider trading and confidentiality agreements to the same extent as all current Shareholder Group members, and will become subject to the anti-pledging policy currently in effect for FIBK insiders. Currently, the Shareholder Group includes representation of all five Family branches and represents approximately 75.22% of the total voting power held by the Scott Family shareholders. To provide a basis for reaching a consensus that the broader Family will more likely accept, the Shareholder Group strongly encourages succession planning for future Shareholder Group membership by each Family branch. New members will be selected in order to maintain balanced representation and promote succession. New members will be selected by the vote of 60% of the current members of the Shareholder Group, with input sought from Shareholder Group members regarding their own branch succession plans.

Leadership: The Shareholder Group will elect a Chair annually. The responsibilities of the Chair will be to: (1) call meetings of the Shareholder Group, (2) develop an agenda for such meetings (with input from the members), (3) provide leadership during the meetings, (4) update Shareholder Group members between meetings, as and when appropriate to do so, (5) work with the members to find and engage resources to serve the Shareholder Group, as and when necessary, (6) develop proposed annual objectives, budget, and year-end evaluation for Shareholder Group approval, (7) oversee the communication process with FIBK management and non-Family Board members on issues of concern to the Shareholder Group, and (8) act on such other matters as the Shareholder Group may request, from time-to-time. The Shareholder Group will utilize the services of Scott Family Services, Inc., including (i) administrative support and funding, (ii) monitoring the Family’s collective FIBK common stock ownership, and (iii) coordinating and assisting with the Family’s liquidity strategies.

Eligibility to serve as director designee, Board observer or FIBK Foundation board designee: In accordance with the terms of the Stockholders’ Agreement, in order to be eligible to be nominated by the Shareholder Group as a Director or Board Observer or a Family designee to the FIBK Foundation board, an individual must be either (a) a lineal descendant (including any descendant by legal adoption prior to age 18) of Homer A. Scott (a “Scott Family Descendant”), (b) a spouse by marriage through solemnization or declaration (excluding a spouse by common law marriage) of a Scott Family Descendant (a “Scott Family Spouse”), (c) a stepchild of a Scott Family Descendant whose parent, at the applicable time of designation by the Shareholder Group as a director designee, board observer or designee to the FIBK Foundation board, as the case may be, is a Scott Family Spouse of such Scott Family Descendant, or (d) any other person approved by the FIBK’s Nominating and Governance Committee in its sole discretion. Nominees should meet certain expectations described in FIBK Governance Guidelines for Directors. Any person who is a Director, a Board Observer or an FIBK Foundation board designee is expected to receive MNPI of FIBK and, accordingly, will be required to enter into a Confidentiality Agreement with FIBK and is expected to be subject to FIBK’s Insider Trading Policy, including the anti-pledging policy currently in effect. Public Information Only Members cannot be Directors, Board Observers or FIBK Foundation board designees.

Meetings: The members of the Shareholder Group receiving MNPI will meet at least quarterly. The Shareholder Group will meet semi-annually, and at such other times as the Chair may deem necessary or appropriate (with input from the members). The semi-annual meetings will allow the Shareholder Group to discuss, from the perspective of the Family shareholders, matters of concern to shareholders arising at or prior to such time. Shareholder Group discussions may include references to MNPI of FIBK, and Public Information Only Members will be required to recuse themselves from, and may not participate in, any portion of Shareholder Group discussions that do include references to MNPI of FIBK. The Shareholder Group expects important issues for discussion to include, in addition to SH Agreement Rights, FIBK strategy, director elections and M&A activity. From time-to-time, FIBK management and/or independent Directors may be invited to attend meetings of the Shareholder Group. Other presenters or resources may also be invited, as the Chair or the Shareholder Group generally deems appropriate.

Shareholder Group decisions and actions, including under Stockholders’ Agreement: The Shareholder Group is composed of Family shareholders. Family shareholders make decisions by voting their shares. The Shareholder Group will only be able to act in a unified manner, and communicate clearly with FIBK management and the Board, if its Family shareholder members are able to reach a consensus on issues considered by the Shareholder Group. In addition, under the Stockholders’ Agreement, exercise of rights by the Shareholder Group generally requires the approval of two-thirds of the Scott Family shareholders party to the Stockholders Agreement. Therefore, the goal is to have Shareholder Group decisions made by consensus, both to achieve the requisite approval to exercise SH Agreement Rights and for Shareholder Group members voluntarily to vote their shares of FIBK common stock in accordance with that consensus. Whether or not the Shareholder Group reaches a consensus, however, all members of the Shareholder Group understand that, as to election of directors, their FIBK shares are required to be voted in accordance with the Stockholders Agreement and, as to any other matters, each of them will be free to vote the FIBK shares beneficially owned by such other member as such member may choose. The Shareholder Group members understand that the goal of consensus may not always be achieved.

Relationship with the broader Family shareholder group: At least quarterly during each calendar year, or as needed, the Shareholder Group will arrange for a gathering of all members of the Family who are FIBK shareholders. At that gathering, the Shareholder Group will discuss subjects of interest to the broader Family shareholder base. These meetings may include, by invitation from the Shareholder Group, members of FIBK management and/or independent Directors or other resources. No member of the Shareholder Group may share FIBK MNPI with any member of the broader Family group, either at these meetings or in any other venue. The broader Family meetings will be scheduled to keep the broader group advised on FIBK issues relevant to Family shareholders. The Shareholder Group intends for such meetings to take place prior to any meeting of shareholders of FIBK at which FIBK shareholders will be voting. Within the limits of applicable SEC rules and regulations regarding solicitation of proxies, the Shareholder Group will explain any action recommended by the Shareholder Group for the consideration of the other Family shareholders.

No agreement as director: Each member of the Shareholder Group who is also a Director will participate on the Shareholder Group only in his or her capacity as a FIBK shareholder. No action or decision of the Shareholder Group will limit or restrict any action taken by a Director in his or her capacity as a Director.

* * *

EX-99.7

Exhibit 99.7

EXECUTION VERSION

[FIRST INTERSTATE LETTERHEAD]

James R. Scott

By E-mail: jim.scott@fibk.com

April 2, 2024

Re: First Interstate Board of Directors

Dear Jim:

Further to our discussions relating to your continued service on the Board of Directors (the “Board”) of First Interstate Bancsystem, Inc. (the “Company”), this letter agreement sets forth the terms and conditions relating to that continued service on the Board.

As you know, following the Company’s 2023 Annual Shareholder Meeting, the Company’s Corporate Governance Guidelines (the “Guidelines”) were amended to require that any member of the Board (each, a “Director”) who reaches the age of 72 resign from the Board effective as of the following Annual Shareholder Meeting unless the Board approves that the Director remain on the Board following the Director’s 72^nd birthday. The Board has determined that it is in the best interests of the Company that you continue as a member of the Board for one more year (through to the Company’s 2025 Annual Shareholder Meeting (the “2025 Meeting”)), despite already being over age 72. In exchange for your agreement to the terms of this letter agreement, the Board will nominate you for re-election at the upcoming 2024 Annual Shareholder Meeting and will recommend to the Company’s shareholders that they vote in favor of your continued service. The Board has further determined that during this final year of service on the Board, you will be a member of the Compensation and Human Capital Committee (the “Compensation Committee”).

In recognition of these accommodations, you acknowledge and agree that, notwithstanding any minimum term provided in the Company’s Certificate of Incorporation, Bylaws, and Guidelines, the extension of your service on the Board is contingent on your agreement to resign from the Board effective as of the date of the 2025 Meeting. Accordingly, subject to your election as a member of the Board at the 2024 Annual Shareholder Meeting, you acknowledge and agree that you shall resign, and hereby tender your resignation, from your position as a member of the Board, effective as of the date of the 2025 Meeting without further action on your part (with this letter serving as your notice of resignation) and you will not seek nomination after 2025 to serve any additional term as a Director.

During your remaining year on the Board, you will continue to receive a retainer (and any related equity grant) on substantially the same terms as you received in the prior year (adjusted for any changes to the Company’s compensation practices or policies for non-employee members of the Board and any additional compensation that you are eligible to receive relating to your service on the Compensation Committee).

The Board’s approval of your continued service on the Board following the retirement age provided in the Guidelines is contingent upon your execution and delivery of this letter agreement and your continued compliance with the terms set forth herein. This letter agreement may be executed in original, electronic, PDF, or facsimile counterparts each of which will be deemed to be an original and all of which, taken together, shall constitute one and the same instrument. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflicts of laws rules of such jurisdiction.

We look forward to having you continue on our Board and continuing our working relationship.

[Signature page follows]

2

FIRST INTERSTATE BANCSYSTEM, INC.
By:	/s/ David L. Jahnke
Name:	David L. Jahnke
Title:	Chair of the Board of Directors

Acknowledged and Agreed:

/s/ James R. Scott

James R. Scott

[Signature Page to Letter Agreement]

3