FIBK Completes Redemption of 5.25% Notes Due 2030, $125M 2035 Notes Remain

Rhea-AI Filing Summary

First Interstate BancSystem, Inc. redeemed all outstanding 5.25% Fixed-to-Floating Rate Subordinated Notes due 2030 on August 15, 2025. The company paid a redemption price equal to 100% of principal plus accrued and unpaid interest to, but excluding, the Redemption Date, after notifying holders on July 3, 2025. First Interstate irrevocably deposited funds with the trustee sufficient to satisfy the redemption and, as a result, has been released from its obligations under those Notes and the First Supplemental Indenture effective on the Redemption Date. The Base Indenture, as supplemented by the Second Supplemental Indenture dated June 10, 2025, remains in effect for the company’s outstanding $125,000,000 aggregate principal amount of 7.625% Fixed-to-Floating Rate Subordinated Notes due 2035.

Positive

• Complete redemption of all outstanding 5.25% Fixed-to-Floating Rate Subordinated Notes due 2030 on August 15, 2025
• Funds irrevocably deposited with trustee to cover redemption price and accrued interest, satisfying obligations under those notes
• Legal release obtained from obligations under the Notes and First Supplemental Indenture effective as of the Redemption Date

Negative

• None.

Insights

Financial Analyst

TL;DR: The company executed a contractual redemption of its 2030 subordinated notes, settling obligations and narrowing its outstanding subordinated debt profile.

The filing discloses a routine but material extinguishment of the company’s 5.25% subordinated notes due 2030 through payment at par plus accrued interest and formal deposit with the trustee. This action removes the related liability from the balance sheet and terminates covenant and payment obligations under the First Supplemental Indenture. The disclosure confirms proper notice to holders and procedural compliance. Impact is primarily balance-sheet and capital-structure related; the company still has $125 million of 7.625% subordinated notes due 2035 governed by the recently executed Second Supplemental Indenture.

Corporate Treasury Specialist

TL;DR: Treasury fulfilled a planned redemption option on permitted call dates, depositing funds with the trustee and obtaining legal release of the 2030 notes.

The document indicates the company exercised its right to redeem on an interest payment date beginning May 15, 2025, and completed the redemption on August 15, 2025, following notice dated July 3, 2025. Funds were irrevocably deposited with the trustee to cover the redemption price and accrued interest, triggering satisfaction and discharge provisions. The filing is procedural and confirms settlement mechanics rather than introducing new financing or covenant changes beyond the continued governance of the outstanding 2035 notes under the Second Supplemental Indenture.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 ------------------------------ 

FORM 8-K

------------------------------ 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (date of earliest event reported): August 15, 2025

 ------------------------------ 

FIRST INTERSTATE BANCSYSTEM, INC.

(Exact name of registrant as specified in its charter)

 ------------------------------ 

Delaware

001-34653

81-0331430

(State or other jurisdiction of incorporation or organization)

(Commission File No.)

(IRS Employer Identification No.)

401 North 31st Street

Billings,

MT

59101

(Address of principal executive offices)

(zip code)

			(406)			255-5311
(Registrant’s telephone number, including area code)
			Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a- 12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

* * * * *

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of exchange on which registered
Common stock, $0.00001 par value			FIBK			NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

* * * * *

Item 1.02 Termination of a Material Definitive Agreement

The information set forth in Item 8.01 below, as to the satisfaction and discharge of the First Supplemental Indenture (as defined below), is incorporated by reference into this Item 1.02.

Item 8.01 Other Events.

On August 15, 2025 (the “Redemption Date”), First Interstate BancSystem, Inc. (the “Company”) redeemed all of its outstanding 5.25% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”) at a redemption price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest to, but excluding, the Redemption Date (the “Redemption Price”), in accordance with the terms of the Indenture, dated as of May 15, 2020 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of May 15, 2020 (the “First Supplemental Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), which permitted the redemption of the Notes on any interest payment date (February 15, May 15, August 15 and November 15 of each year) beginning on May 15, 2025. The Company, through the Depository Trust Company, previously notified the holders of the Notes on July 3, 2025 that it had elected to redeem the Notes on the Redemption Date.

The Company irrevocably deposited with the Trustee funds in an amount sufficient to pay the Redemption Price and satisfy and discharge its obligations under the Notes and the First Supplemental Indenture. As a result, the Company has been released from its obligations under the Notes and the First Supplemental Indenture pursuant to the satisfaction and discharge provisions thereunder, effective as of the Redemption Date.

The Base Indenture, as supplemented by the Second Supplemental Indenture, dated as of June 10, 2025, by and among the Company and the Trustee, will continue to govern the Company’s obligations with respect to its outstanding $125,000,000 aggregate principal amount of 7.625% Fixed-to-Floating Rate Subordinated Notes due 2035.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

			Exhibit No.						Description
			104						Cover Page Interactive Data File (embedded within Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 18, 2025

			FIRST INTERSTATE BANCSYSTEM, INC.
			By:			/s/ JAMES A. REUTER
						James A. Reuter
						President and Chief Executive Officer

FAQ

What did First Interstate (FIBK) report in this Form 8-K?

The company reported the redemption of all outstanding 5.25% Fixed-to-Floating Rate Subordinated Notes due 2030 on August 15, 2025, paid at par plus accrued interest.

When were holders notified of the redemption?

Holders were notified via the Depository Trust Company on July 3, 2025 that the company elected to redeem the Notes on August 15, 2025.

What amount was deposited to effect the redemption?

The company irrevocably deposited funds with the trustee in an amount sufficient to pay the redemption price equal to 100% of principal plus accrued and unpaid interest to, but excluding, the Redemption Date.

Are there remaining subordinated notes outstanding?

Yes. The Base Indenture, as supplemented by the Second Supplemental Indenture dated June 10, 2025, governs the company’s outstanding $125,000,000 aggregate principal amount of 7.625% Fixed-to-Floating Rate Subordinated Notes due 2035.

Did the redemption release the company from related obligations?

Yes. As a result of the deposit and payment, the company has been released from its obligations under the redeemed Notes and the First Supplemental Indenture effective as of the Redemption Date.