First Interstate sets COO Jeff Lee severance terms

First Interstate BancSystem set Jeff Lee’s EVP and COO role and detailed severance, change-in-control, and non-compete terms in a new employment agreement.

Rhea-AI Filing Summary

First Interstate BancSystem, Inc. (FIBK) has executed an employment agreement with Jeff Lee, under which his previously announced appointment as Executive Vice President and Chief Operations Officer of the company and its wholly owned subsidiary First Interstate Bank became effective on September 14, 2026.

The agreement provides severance if his employment is terminated without cause or for “good reason,” including cash payments equal to up to two times Base Salary plus incentive components and continued insurance coverage for up to 24 months, with enhanced benefits if a qualifying termination occurs in connection with a “change in control.” It also includes 12–18 month non-competition and non-solicitation restrictions and contains provisions addressing potential “excess parachute payments” under Section 280G of the Internal Revenue Code.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Standard severance multiple of Base Salary: 1x Base Salary Standard severance multiple of average cash incentive: 1x three-year average annual cash incentive Change-in-control severance multiple of Base Salary: 2x Base Salary +5 more

8 metrics

Standard severance multiple of Base Salary 1x Base Salary Termination without cause or for good reason outside a change in control context

Standard severance multiple of average cash incentive 1x three-year average annual cash incentive Termination without cause or for good reason outside a change in control context

Change-in-control severance multiple of Base Salary 2x Base Salary Qualifying termination within 6 months before or 18 months after a change in control

Change-in-control severance multiple of target incentive 2x target annual cash incentive Qualifying change-in-control-related termination

Insurance continuation (standard) Up to 12 months Termination without cause or for good reason outside a change in control context

Insurance continuation (change in control) Up to 24 months Qualifying termination in connection with a change in control

Non-compete period 12 months Post-termination non-competition and non-solicitation restrictions

Extended non-compete period around change in control 18 months If termination occurs within 6 months before or 18 months after a change in control

Key Terms

change in control, excess parachute payment, Section 280G of the Internal Revenue Code of 1986, non-competition, +1 more

5 terms

change in control financial

"within 18 months following a “change in control,” Mr. Lee will receive"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

excess parachute payment financial

"If the severance benefits would constitute an “excess parachute payment” under Section 280G"

Section 280G of the Internal Revenue Code of 1986 regulatory

"under Section 280G of the Internal Revenue Code of 1986, as amended"

non-competition financial

"The Employment Agreement also contains 12 month non-competition and non-solicitation restrictions"

A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.

forward-looking statements regulatory

"Statements contained in this report constitute “forward-looking statements” within the meaning"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did FIBK announce regarding Jeff Lee’s role?

First Interstate BancSystem, Inc. made Jeff Lee’s appointment as Executive Vice President and Chief Operations Officer of the company and First Interstate Bank effective as of September 14, 2026, upon execution of a formal employment agreement.

What severance does FIBK’s agreement provide Jeff Lee if terminated without cause?

If Jeff Lee is terminated without cause or resigns for “good reason,” he is entitled to 1x his Base Salary plus 1x the average annual cash incentive from the prior three years, payable over 12 months, plus up to 12 months of continued insurance coverage.

How do change-in-control terms affect Jeff Lee’s severance at FIBK?

For a qualifying termination within 6 months before or 18 months after a change in control, Jeff Lee is entitled to 2x Base Salary plus 2x target annual cash incentive, a pro-rata target bonus for the termination year, and up to 24 months of continued insurance coverage.

Does the FIBK employment agreement include non-compete provisions for Jeff Lee?

Yes. The agreement includes 12-month non-competition and non-solicitation restrictions after termination, which extend to 18 months if the termination occurs within 6 months before or 18 months after a change in control.

How does the agreement handle potential excess parachute payments under Section 280G?

If severance benefits to Jeff Lee would be an “excess parachute payment” under Section 280G, the amount will either be reduced below that threshold or paid in full, depending on which yields the greater after-tax amount to him. In the full-payment case, he would pay any excise tax owed.

What happens to Jeff Lee’s compensation if FIBK terminates him for cause?

If the company or the bank terminates Jeff Lee’s employment for “cause” (as defined in the agreement), he will not receive any compensation or benefits after the termination date under the employment agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/16/2026 - 02:06 PM Accepted by SEC EDGAR 09/16/2026 - 02:06 PM Learn about SEC filing dates

False000086041300008604132026-09-142026-09-14

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): September 14, 2026

 ------------------------------ 

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 September 14, 2026, First Interstate BancSystem, Inc. (the “Company”), its wholly owned subsidiary First Interstate Bank (the “Bank”), and Mr. Jeff Lee formally executed an employment agreement (the “Employment Agreement”) that became effective as of September 14, 2026, as expected at the time of, and as previously disclosed in, the Company’s current report on Form 8-K that was filed with the Securities and Exchange Commission on August 21, 2026 (the “August Form 8-K”). With the execution of the Employment Agreement, the previously announced appointment of Mr. Lee as Executive Vice President and Chief Operations Officer of the Company and the Bank became effective.

Under the Employment Agreement, if the Company or the Bank terminates Mr. Lee’s employment for “cause”, as such term is defined in the Employment Agreement, he will not receive any compensation or benefits after the termination date. If the Company or the Bank terminates Mr. Lee’s employment without cause or if he terminates employment for “good reason”, as such term is defined in the Employment Agreement, the Company or the Bank will pay Mr. Lee an amount equal to one times his then “Base Salary”, as such term is defined in the Employment Agreement, plus one times the average of the annual cash incentive compensation paid to Mr. Lee during each of the three years immediately prior to the year in which the termination of employment occurs, with such severance amount payable over 12 months. In addition, the Company or the Bank will provide Mr. Lee with continued insurance coverage for up to 12 months.

If Mr. Lee’s employment is terminated by the Company or the Bank without cause or if Mr. Lee voluntarily terminates employment during the term of the Employment Agreement for “good reason” within six months preceding or within 18 months following a “change in control,” Mr. Lee will receive an amount equal to the sum of two times the Base Salary, plus two times the annual cash incentive at “target” (as defined in the annual cash incentive plan) in effect for Mr. Lee in the year in which the “change in control” occurs, plus a pro-rata portion of Mr. Lee’s “target” bonus for the calendar year in the year in which the termination of employment occurs, with such severance amount payable over 12 months. In addition, the Bank will provide Mr. Lee with continued insurance coverage for up to 24 months. If the severance benefits would constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended, such payment shall either be reduced so that it will not constitute an excess parachute payment, or paid in full, depending on which payment would result in Mr. Lee receiving the greatest after-tax payment. In case of the latter, Mr. Lee would be liable for any excise tax owed.

The Employment Agreement also contains 12 month non-competition and non-solicitation restrictions following termination of Mr. Lee’s employment (with such restrictions to extend to 18 months if the termination of employment occurs within 6 months preceding or within 18 months following a “change in control”).

The foregoing description of the material terms of the Employment Agreement and the description included in the August Form 8-K, which is incorporated herein by reference, is not complete and is qualified in its entirety by reference to the full terms of the Employment Agreement included as Exhibit 10.1 to this current report on Form 8-K, which is itself incorporated herein by reference. Investors and other interested parties are encouraged to read in its entirety the Employment Agreement because it contains important terms not otherwise described herein.

Cautionary Note Regarding Forward-Looking Statements

Statements contained in this report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are predictive in nature and are identified by the use of the terms “expected,” “will,” “look forward to,” “aim,” and similar words or phrases indicating possible future expectations, events or actions. Statements about the Company’s expectations concerning payouts on termination of employment to Mr. Lee are forward-looking statements. Such forward-looking statements are based on current expectations, assumptions and projections about our business and the Company and the Bank, and are not guarantees of our future performance or outcomes. These statements are subject to a number of known and unknown risks, uncertainties, and other factors, many of which are beyond our ability to control or predict, which may cause actual events to be materially different from those expressed or implied herein. The Company has provided additional information about the risks facing its business in its most recent annual report on Form 10-K, and any subsequent periodic and current reports on Forms 10-Q and 8-K, filed by it with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made and are expressly qualified in their entirety by the cautionary statements set forth herein and in the filings with the Securities and Exchange Commission identified above, which you should read in their entirety before making any investment or other decision with respect to our securities. We undertake no obligation to update or revise any forward-looking statements contained in this report, whether as a result of new information, future events or otherwise, except as otherwise required by applicable law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

			Exhibit No.			Exhibit Description
			10.1			Employment Agreement
			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: September 16, 2026

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

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 107.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB