[8-K] First Interstate BancSystem, Inc. Reports Material Event

Rhea-AI Filing Summary

First Interstate BancSystem, Inc. (FIBK) announced that on August 13, 2025 the Board appointed Michael L. Scudder as a Class I director with a term expiring at the 2028 annual meeting. The appointment fills a newly created vacancy after the Board increased its size; the Board now has 13 members across three classes (five Class I, four Class II, four Class III). Mr. Scudder retired as Executive Chairman of Old National Bancorp on January 31, 2024 after a 38-year banking career and previously served as President and CEO and as CFO at First Midwest. The Board determined he is independent under NASDAQ rules, he has no reportable related-party transactions since the start of the last fiscal year, and he will receive the standard non-employee director compensation including restricted stock units.

Positive

• Appointment of Michael L. Scudder, a former Executive Chairman and CEO with 38 years of banking experience
• Board increased to 13 members, potentially broadening governance expertise
• Board determined Mr. Scudder is independent under NASDAQ rules
• No reportable related-person transactions involving Mr. Scudder since the start of the last fiscal year

Negative

• None.

Insights

Corporate Governance Analyst

Experienced banking executive added to the board; strengthens governance depth.

Michael L. Scudder brings a long leadership track record, including roles as Executive Chairman, President and CEO, and CFO at major regional banks, which can enhance board oversight on strategy and risk.

The Board expansion to 13 members and the Board's determination that he is independent align with typical succession and governance practices; there are no related-party transactions disclosed since the start of the last fiscal year, reducing immediate conflict concerns.

Investor Relations Specialist

Appointment is a routine, credible board refresh with limited near-term financial impact.

The filing states Mr. Scudder will receive the same non-employee director compensation (including restricted stock units) as peers; no cash or extraordinary awards are disclosed.

There is no committee assignment yet, so investors should note committee roles and any voting or committee changes will be disclosed later.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

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FORM 8-K

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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 13, 2025

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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 13, 2025, the Board of Directors (the “Board”) of First Interstate BancSystem, Inc. (the “Company”) appointed Mr. Michael L. Scudder to serve as a Class I director on the Board with a term expiring at the Company’s 2028 annual meeting of shareholders. Mr. Scudder will fill a vacancy on the Board created by the Board’s decision to increase the size of the Board.

Mr. Scudder retired as Executive Chairman of the Board of Old National Bancorp on January 31, 2024, following a 38-year career in commercial banking. Mr. Scudder assumed the Executive Chairman role following the merger of Old National and First Midwest Bancorp in February 2022. Previously, Mr. Scudder served as President and CEO of First Midwest Bancorp from 2007 to 2022 and as its Chair of the Board since 2017. Mr. Scudder also held the position of First Midwest’s Chief Financial Officer from 2002 to 2007 as well as other executive leadership roles.

There was no arrangement or understanding pursuant to which Mr. Scudder was appointed as a director, and since the beginning of the Company’s last fiscal year, Mr. Scudder has not engaged in any transaction with the Company that would be reportable as a related person transaction under Item 404(a) of Regulation S-K.

The Board has determined that Mr. Scudder will be “independent” as defined under applicable NASDAQ Marketplace Rules at the time of his appointment. Mr. Scudder will be entitled to receive the same compensation for service as a director as is provided to other non-employee directors of the Company pursuant to the Company’s non-employee director compensation program, which includes the issuance of restricted stock units, as described under the heading “Director Compensation” in the Company’s proxy statement for its 2025 annual meeting of shareholders filed with the Securities and Exchange Commission on April 8, 2025. Mr. Scudder has not yet been appointed to serve on any committees of the Board.

Following Mr. Scudder’s appointment, as of August 13, 2025, there are currently 13 members on the Board, five of whom are designated as Class I directors, four of whom are designated as Class II directors and four of whom are designated as Class III directors.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

			Exhibit No.						Exhibit 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 15, 2025

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

FAQ

Who was appointed to the First Interstate (FIBK) board on August 13, 2025?

The Board appointed Michael L. Scudder as a Class I director on August 13, 2025.

What is the term length for Mr. Scudder's board seat at FIBK?

Mr. Scudder's term as a Class I director expires at the Company's 2028 annual meeting of shareholders.

How many directors are on First Interstate's board after this appointment?

Following the appointment, the Board has 13 members: five Class I, four Class II, and four Class III directors.

Will Mr. Scudder receive special compensation for joining FIBK's board?

No special arrangement was disclosed; he will receive the same compensation as other non-employee directors, including restricted stock units as described in the 2025 proxy.

Is Mr. Scudder considered independent under exchange rules?

Yes, the Board determined Mr. Scudder will be independent as defined under applicable NASDAQ Marketplace Rules at appointment.

Does the filing disclose any related-party transactions involving Mr. Scudder?

The filing states there were no transactions since the beginning of the Company's last fiscal year that would be reportable under Item 404(a) of Regulation S-K.