Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 22)*

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)

May 23, 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 2 of 22 pages

1.	Names of Reporting Persons Shareholders affiliated with Risa K. Scott
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF; OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization (See Item 2)

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

7.

Sole Voting Power

400,756

8.

Shared Voting Power

85,836

9.

Sole Dispositive Power

400,756

10.

Shared Dispositive Power

85,836

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 486,592
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	☐
13.	Percent of Class Represented by Amount in Row (11) 0.47%
14.	Type of Reporting Person (See Instructions) IN, OO (See Item 2)

CUSIP No. 32055Y 201

13D

Page 3 of 22 pages

1.	Names of Reporting Persons Shareholders affiliated with James R. Scott
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization (See Item 2)

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

7.

Sole Voting Power

3,972,381

8.

Shared Voting Power

428,287

9.

Sole Dispositive Power

3,972,381

10.

Shared Dispositive Power

428,287

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,400,668
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	☐
13.	Percent of Class Represented by Amount in Row (11) 4.21%
14.	Type of Reporting Person (See Instructions) IN, OO (See Item 2)

CUSIP No. 32055Y 201

13D

Page 4 of 22 pages

1.	Names of Reporting Persons Shareholders affiliated with John M. Heyneman, Jr.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization (See Item 2)

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

7.

Sole Voting Power

1,246,843

8.

Shared Voting Power

176,719

9.

Sole Dispositive Power

1,246,843

10.

Shared Dispositive Power

176,719

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,423,562
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	☐
13.	Percent of Class Represented by Amount in Row (11) 1.36%
14.	Type of Reporting Person (See Instructions) IN, OO (See Item 2)

CUSIP No. 32055Y 201

13D

Page 5 of 22 pages

1.	Names of Reporting Persons Shareholders affiliated with Julie Scott Rose
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization (See Item 2)

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

7.

Sole Voting Power

776,022

8.

Shared Voting Power

1,048,438

9.

Sole Dispositive Power

776,022

10.

Shared Dispositive Power

1,048,438

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,824,460
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	☐
13.	Percent of Class Represented by Amount in Row (11) 1.74%
14.	Type of Reporting Person (See Instructions) IN, OO (See Item 2)

CUSIP No. 32055Y 201

13D

Page 6 of 22 pages

1.	Names of Reporting Persons Homer Scott Jr Trust, First Interstate Wealth Management Trustee
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization (See Item 2)

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

7.

Sole Voting Power

0

8.

Shared Voting Power

0

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

950,753

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 950,753
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	☐
13.	Percent of Class Represented by Amount in Row (11) 0.91%
14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 32055Y 201

13D

Page 7 of 22 pages

1.	Names of Reporting Persons Shareholders affiliated with Susan S. Heyneman
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization (See Item 2)

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

7.

Sole Voting Power

639,256

8.

Shared Voting Power

0

9.

Sole Dispositive Power

639,256

10.

Shared Dispositive Power

0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 639,256
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	☐
13.	Percent of Class Represented by Amount in Row (11) 0.61%
14.	Type of Reporting Person (See Instructions) IN, OO (See Item 2)

CUSIP No. 32055Y 201

13D

Page 8 of 22 pages

1.	Names of Reporting Persons Shareholders affiliated with James R. Scott, Jr.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF, OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization (See Item 2)

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

7.

Sole Voting Power

132,738

8.

Shared Voting Power

0

9.

Sole Dispositive Power

132,738

10.

Shared Dispositive Power

0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 132,738
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	☐
13.	Percent of Class Represented by Amount in Row (11) 0.13%
14.	Type of Reporting Person (See Instructions) IN, OO (See Item 2)

CUSIP No. 32055Y 201

13D

Page 9 of 22 pages

1.	Names of Reporting Persons Shareholders affiliated with Jonathan R. Scott
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF, OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization (See Item 2)

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

7.

Sole Voting Power

621,873

8.

Shared Voting Power

50,000

9.

Sole Dispositive Power

621,873

10.

Shared Dispositive Power

50,000

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 671,873
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	☐
13.	Percent of Class Represented by Amount in Row (11) 0.64%
14.	Type of Reporting Person (See Instructions) IN, OO (See Item 2)

CUSIP No. 32055Y 201

13D

Page 10 of 22 pages

1.	Names of Reporting Persons Shareholders affiliated with Jeremy Scott
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF, OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization (See Item 2)

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

7.

Sole Voting Power

3,486,000

8.

Shared Voting Power

0

9.

Sole Dispositive Power

3,486,000

10.

Shared Dispositive Power

0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,486,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	☐
13.	Percent of Class Represented by Amount in Row (11) 3.33%
14.	Type of Reporting Person (See Instructions) IN, OO (See Item 2)

CUSIP No. 32055Y 201

13D

Page 11 of 22 pages

1.	Names of Reporting Persons Geoffrey D. Scott
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF, OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	☐
6.	Citizenship or Place of Organization (See Item 2)

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

7.

Sole Voting Power

89,756

8.

Shared Voting Power

1,650

9.

Sole Dispositive Power

89,756

10.

Shared Dispositive Power

1,650

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 91,406
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	☐
13.	Percent of Class Represented by Amount in Row (11) 0.09%
14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 32055Y 201

13D

Page 12 of 22 pages

Explanatory Note

This Amendment No. 22 (“Amendment No. 22”) 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. 22 and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D.

Except as set forth herein, all items remain as previously reported in the Schedule 13D.

ITEM 2.

IDENTITY AND BACKGROUND

Item 2 of the Schedule 13D is hereby amended and supplemented as follows:

Geoffrey D. Scott is a shareholder of J&G Brothers Inc. Mr. Scott’s address is P.O. Box 7113, Billings, Montana 59103. Mr. Scott is a citizen of the United States of America.

During the last five years, Mr. Scott has never been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

Mr. Scott acquired the securities reported in this Schedule 13D through estate planning transactions, gifts from family, and in open market purchases using personal funds.

ITEM 4.

PURPOSE OF TRANSACTION

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

Stockholders’ Agreement

On May 23, 2024, Mr. Scott became an observer to the Board of Directors of the Issuer and entered into the Stockholders’ Agreement, which was originally executed on September 15, 2021, and described in Amendment No. 18.

CUSIP No. 32055Y 201

13D

Page 13 of 22 pages

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

(a) – (b) The Reporting Persons may be deemed to beneficially own an aggregate of 14,107,308 shares of Common Stock, representing approximately 13.49% of the outstanding shares of Common Stock, and an equal percentage of its voting power, based on 104,568,019 shares of Common Stock outstanding as of April 30, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q filed with the SEC on May 3, 2024. This amount includes shares beneficially owned as of the date hereof by each Reporting Person as set forth below.

●	Risa K. Scott may be deemed to beneficially own 486,592 shares of Common Stock, representing 0.47% of the outstanding Common Stock, which includes:

	■	400,756 shares of Common Stock held by Risa K Scott TTEE Risa K Scott Trust Dtd 12/4/15, over which Risa K. Scott has sole voting and dispositive power;

	■	85,836 shares of Common Stock held by Risa K. Scott & John Heyneman Jr., TTEEs FBO Risa K Scott Exemption Trust Under the Scott Family 1996 Trust, over which Ms. Scott has shared voting and dispositive power with John M. Heyneman, Jr.

●	James R. Scott may be deemed to beneficially own 4,400,668 shares of Common Stock, representing 4.21% of the outstanding Common Stock, which includes:

	■	12,651 shares of Common Stock held directly by James R. Scott.

	■	15,661 shares of Common Stock held indirectly by James R. Scott through a 401(k) account.

	■	1,970,031 shares of Common Stock held by James R Scott Trust, James R Scott & First Interstate Wealth Management Co-TTEEs, over which Mr. Scott has sole voting and dispositive power.

	■	35,240 shares of Common Stock held by James R and Christine M Scott Foundation, over which Mr. Scott has shared voting and dispositive power with the board of the same.

	■	1,901,036 shares of Common Stock held by JS Investments Limited Partnership, over which Mr. Scott has sole voting and dispositive power.

	■	343,599 shares of Common Stock held by Foundation for Community Vitality, over which Mr. Scott has shared voting and dispositive power with the board of the same.

	■	73,002 shares of Common Stock held by James F Heyneman Conservatorship, James Scott, Conservator, over which Mr. Scott has sole voting and dispositive power.

	■	7,096 shares of Common Stock held by James F Heyneman Trust, James Scott & First Interstate Wealth Management Co-Trustees, over which Mr. Scott has shared voting and dispositive power.

	■	42,352 shares of Common Stock held by James R. Scott’s spouse, over which Mr. Scott has shared voting and dispositive power.

●	John M. Heyneman, Jr. may be deemed to beneficially own 1,423,562 shares of Common Stock, representing 1.36% of the outstanding Common Stock, which includes:

	■	5,558 shares of Common Stock held directly by John M. Heyneman, Jr.

	■	155,493 shares of Common Stock held by John M Heyneman Jr. Trust, over which Mr. Heyneman has sole voting and dispositive power.

	■	85,836 shares of Common Stock held by Riki Rae Scott Davidson & John Heyneman Jr., Trustees FBO Riki Scott Davidson Exemption Trust Under the Scott Family 1996 Trust, over which Mr. Heyneman has shared voting and dispositive power with Riki Davidson.

	■	85,836 shares of Common Stock held by Rae Ann Morss & John Heyneman Jr., Trustees FBO Rae Ann Morss Exemption Trust Under the Scott Family 1996 Trust, over which Mr. Heyneman has shared voting and dispositive power with Rae Ann Morss.

	■	1,085,792 shares of Common Stock held by Towanda Investments Limited Partnership, over which Mr. Heyneman has sole voting and dispositive power.

	■	3,977 shares of Common Stock held by John M. Heyneman, Jr.’s spouse, over which Mr. Heyneman has shared voting and dispositive power.

	■	1,070 shares of Common Stock held by John M. Heyneman, Jr.’s daughter, over which Mr. Heyneman has shared voting and dispositive power.

CUSIP No. 32055Y 201

13D

Page 14 of 22 pages

●	Julie Scott Rose may be deemed to beneficially own 1,824,460 shares of Common Stock, representing 1.74% of the outstanding Common Stock, which includes:

	■	410,281 shares of Common Stock held by Julie A Scott Rose Trustee of the Julie A Scott Rose Trust Dated 5-14-2002.

	■	95,065 shares of Common Stock held by Juliana Sarah Scott Rose Trust, over which Ms. Rose has sole voting and dispositive power.

	■	95,064 shares of Common Stock held by Elizabeth Lauren Scott Rose Trust, over which Ms. Rose has sole voting and dispositive power.

	■	58,537 shares of Common Stock held by Holland Elizabeth Scott Trust, over which Ms. Rose has sole voting and dispositive power.

	■	58,537 shares of Common Stock held by Harper Grace Scott Trust, over which Ms. Rose has sole voting and dispositive power.

	■	58,538 shares of Common Stock held by Harrison William Scott Trust, over which Ms. Rose has sole voting and dispositive power.

	■	209,678 shares of Class A Stock held by IXL Limited Liability Company, over which Ms. Rose has shared voting and dispositive power with Jonathan Scott.

	■	838,760 shares of Common Stock held by The Thomas & Joan Scott Foundation, over which Ms. Rose has shared voting power.

●	Homer Scott Jr Trust, First Interstate Wealth Management Trustee may be deemed to beneficially own 950,753 shares of Common Stock, representing 0.91% of the outstanding Common Stock.

●	Susan S. Heyneman may be deemed to beneficially own 639,256 shares of Common Stock, representing 0.61% of the outstanding Common Stock, which includes:

■

639,256 shares of Common Stock held by Susan Scott Heyneman Trust, Susan Heyneman & First Interstate Wealth Management Co-Trustees, over which Ms. Heyneman has sole voting and dispositive power.

●	James R. Scott Jr. may be deemed to beneficially own 132,738 shares of Common Stock, representing 0.13% of the outstanding Common Stock, which includes:

	■	81,454 shares of Common Stock held directly by James R. Scott Jr.

	■	25,642 shares of Common Stock held by First Interstate Bank TTEE for Dana S Andersson GST Exempt Trust No 1 Dtd 12/11/2020, over which Mr. Scott, Jr. has sole voting and dispositive power.

	■	25,642 shares of Common Stock held by First Interstate Bank TTEE for James R Scott Jr. GST Exempt Trust No 1 Dtd 12/11/2020, over which Mr. Scott, Jr. has sole voting and dispositive power.

●	Jonathan R. Scott may be deemed to beneficially own 671,873 shares of Common Stock, representing 0.64% of the outstanding Common Stock, which includes:

	■	5,736 shares of Common Stock held directly by Jonathan R. Scott.

	■	616,137 shares of Common Stock held by Jonathan Scott as Trustee of the Jonathan R Scott Trust Dated as of 4/21/04, over which Jonathan R. Scott has sole voting and dispositive power.

	■	50,000 shares of Common Stock held by Jonathan R. Scott’s spouse, over which Mr. Scott has shared voting and dispositive power.

CUSIP No. 32055Y 201

13D

Page 15 of 22 pages

●	Jeremy Scott may be deemed to beneficially own 3,486,000 shares of Common Stock, representing 3.33% of the outstanding Common Stock, which includes:

	■	69,892 shares of Common Stock held by Jeremy Scott TTEE, Jeremy Scott Revocable Trust Dtd 6/25/15, over which Jeremy Scott has sole voting and dispositive power.

	■	3,416,108 shares of Common Stock held by NBAR5 Limited Partnership, over which Jeremy Scott has sole voting and dispositive power.

●

Geoffrey D. Scott may be deemed to beneficially own 91,406 shares of Common Stock, representing 0.09% of the outstanding Common Stock, which includes:

	■	89,756 shares of Common Stock held directly by Geoffrey D. Scott.

	■	1,650 shares of Common Stock held by Geoffrey D. Scott’s spouse, over which Mr. Scott has shared voting and dispositive power.

(c) Other than as described in Item 4, the Reporting Persons have effected the following transactions in the Common Stock during the past 60 days:

	●	On May 14, 2024, Julie A. Scott Rose Trustee of the Julie A. Scott Rose Trust Dated 5-14-2002, sold 110,000 shares of Common Stock, the Juliana Sarah Scott Rose Trust sold 27,000 shares of Common Stock, and the Elizabeth Lauren Scott Rose Trust sold 27,000 shares of Common Stock, in a series of open market transactions at a weighted average price of $27.55 with a price range of $27.44 to $27.71. The Reporting Person undertakes to provide to the Issuer or the staff of the SEC, upon request, the full information regarding the number of shares sold at each separate price within the ranges set forth above.

	●	On May 15, 2024, the Thomas & Joan Scott Foundation sold 36,300 shares of Common Stock in a series of open market transactions at a weighted average price of $27.81 with a price range of $27.66 to $28.02.

(d) None.

(e) Not applicable.

CUSIP No. 32055Y 201

13D

Page 16 of 22 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 17 of 22 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.

	May 28, 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 18 of 22 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.

	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

CUSIP No. 32055Y 201

13D

Page 19 of 22 pages

	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

	Harper Grace Scott Trust

	By:	*
	Name:	Julie Scott Rose
	Title:	Trustee

CUSIP No. 32055Y 201

13D

Page 20 of 22 pages

	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

	Julie A Scott Rose Trustee of the Julie A Scott Rose Trust dated 5-14-2002

	By:	*
	Name:	Julie Scott Rose
	Title:	Trustee

CUSIP No. 32055Y 201

13D

Page 21 of 22 pages

	Homer Scott Jr Trust, First Interstate Wealth Management Trustee

	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

	*
	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

CUSIP No. 32055Y 201

13D

Page 22 of 22 pages

	By:	*
	Name:	Hannah Wagner
	Title:	Trustee

	By:	*
	Name:	Clarene Westburg
	Title:	Trustee

	*
	Jonathan R. Scott

	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

	*
	Geoffrey D. Scott

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

Exhibit 99.1

AMENDED AND RESTATED JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)(1)

This Amended and Restated Joint Filing Agreement (this “Agreement”) is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by and among the parties listed below, each referred to herein as a “Joint Filer.” Each Joint Filer agrees that a statement of beneficial ownership as required by Section 13(d) of the Exchange Act and the rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, with respect to his, her or its ownership of the Class A Common Stock and Class B Common Stock of First Interstate BancSystem, Inc., and that said joint filing may thereafter be amended by further joint filings. Each Joint Filer states that he, she or it satisfied the requirements for making a joint filing under Rule 13d-1. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, each of the undersigned hereby execute and deliver this Agreement as of this 1st day of July, 2020.

			JOINT FILERS

			*
			James R. Scott, Jr.

			*
			Jeremy Scott

			*
			Jonathan R. Scott

			*
			Risa K. Scott

			N Bar 5, Limited Partnership

		By:	*
		Name:	Risa K. Scott
		Title:	Managing General Partner

			*
			James R. Scott

			*
			John M. Heyneman, Jr.

			*
			Julie Scott Rose

			*
			Susan S. Heyneman

			*
			Geoffrey D. Scott

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

Exhibit 99.2

POWER OF ATTORNEY

With respect to holdings of and transactions in securities issued by First Interstate BancSystem, a Montana corporation (the “Company”), each of the undersigned hereby constitutes and appoints Timothy Leuthold with full power of substitution and resubstitution, to act as each the undersigned’s true and lawful attorney-in-fact to:

1. execute for and on behalf of each of the undersigned, Schedules 13D and 13G in accordance with Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, and Forms 3, 4, and 5 in accordance with Section 16 of the Exchange Act and the rules thereunder;

2. do and perform any and all acts for and on behalf of each of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or 13G or Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such schedule or form with the SEC and any stock exchange or similar authority; and

3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, each of the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of each of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

Each of the undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as each of the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

Each of the undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of each of the undersigned, is not assuming, nor is the Company assuming, any of each of the undersigned’s responsibilities to comply with Section 13 and Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until each of the undersigned is no longer required to file Schedule 13D and 13G and Forms 3, 4, and 5 with respect to each of the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by each of the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

[Remainder of page intentionally blank]

	RISA KAE SCOTT

	By:	/s/ Risa K Scott
	Name:	Risa K Scott, as an individual

	RISA K. SCOTT & JOHN HEYNEMAN JR., TTEES FBO RISA K. SCOTT EXEMPTION TRUST UNDER THE SCOTT FAMILY 1996 TRUST

	By:	/s/ Risa K Scott
	Name:	Risa K Scott
	Title:	Trustee

	RISA K SCOTT TTEE RISA K SCOTT TRUST DTD 12/4/15

	By:	/s/ Risa K Scott
	Name:	Risa K Scott
	Title:	Trustee

[Signature page to Scott Family FIBK Shareholder Group POA]

	JAMES R. SCOTT

	By:	/s/ James R. Scott
	Name:	James R. Scott, as an individual

	FOUNDATION FOR COMMUNITY VITALITY

	By:	/s/ James R. Scott
	Name:	James R. Scott
	Title:	Director

	JAMES F HEYNEMAN CONSERVATORSHIP, JAMES SCOTT, CONSERVATOR

	By:	/s/ James R. Scott
	Name:	James R. Scott
	Title:	Conservator

	JAMES R SCOTT TRUST

	By:	/s/James R. Scott
	Name:	James R. Scott
	Title:	Trustee

	JAMES R AND CHRISTINE M SCOTT FOUNDATION

	By:	/s/ James R. Scott
	Name:	James R. Scott
	Title:	President

	JS INVESTMENTS LIMITED PARTNERSHIP

	By:	/s/ James R. Scott
	Name:	James R. Scott
	Title:	Managing Partner

[Signature page to Scott Family FIBK Shareholder Group POA]

	JOHN HEYNEMAN JR.

	By:	/s/ John M. Heyneman Jr.
	Name:	John M. Heyneman Jr., as an individual

	RAE ANN MORSS & JOHN HEYNEMAN JR., TRUSTEES FBO RAE ANN MORSS EXEMPTION
	TRUST UNDER THE SCOTT FAMILY 1996 TRUST

	By:	/s/ John M. Heyneman Jr.
	Name:	John M. Heyneman Jr.
	Title:	Co-Trustee

[Signature page to Scott Family FIBK Shareholder Group POA]

	RIKI RAE SCOTT DAVIDSON & JOHN HEYNEMAN JR., TRUSTEES FBO RIKI SCOTT DAVIDSON EXEMPTION TRUST UNDER THE SCOTT FAMILY 1996 TRUST

	By:	/s/ John M. Heyneman Jr.
	Name:	John M. Heyneman Jr.
	Title:	Co-Trustee

	TOWANDA INVESTMENTS LIMITED PARTNERSHIP

	By:	/s/ John M. Heyneman Jr.
	Name:	John M. Heyneman Jr.
	Title:	Managing Partner

	JULIE SCOTT ROSE

	By:	/s/ Julie Scott Rose
	Name:	Julie Scott Rose, as an individual

	ELIZABETH LAUREN SCOTT ROSE TRUST

	By:	/s/ Julie Scott Rose
	Name:	Julie Scott Rose
	Title:	Trust Advisor

[Signature page to Scott Family FIBK Shareholder Group POA]

	HARPER GRACE SCOTT TRUST

	By:	/s/ Julie Scott Rose
	Name:	Julie Scott Rose
	Title:	Trustee

	HARRISON WILLIAM SCOTT TRUST

	By:	/s/ Julie Scott Rose
	Name:	Julie Scott Rose
	Title:	Trustee

	HOLLAND ELIZABETH SCOTT TRUST

	By:	/s/ Julie Scott Rose
	Name:	Julie Scott Rose
	Title:	Trustee

	IXL LIMITED LIABILITY COMPANY

	By:	/s/ Julie Scott Rose
	Name:	Julie Scott Rose
	Title:	Designated member

	JULIANA SARAH SCOTT ROSE TRUST

	By:	/s/ Julie Scott Rose
	Name:	Julie Scott Rose
	Title:	Trust Advisor

[Signature page to Scott Family FIBK Shareholder Group POA]

	JULIE A SCOTT ROSE TRUSTEE OF THE JULIE A SCOTT ROSE TRUST DATED 5- 14-2002

	By:	/s/ Julie Scott Rose
	Name:	Julie Scott Rose
	Title:	Trustee

	HOMER SCOTT JR.

	By:	/s/ Homer Scott Jr.
	Name:	Homer Scott Jr., as an individual

	HOMER SCOTT JR. TRUST DTD 12/4/78

	By:	/s/ Homer Scott Jr.
	Name:	Homer Scott Jr.
	Title:	Trustee

[Signature page to Scott Family FIBK Shareholder Group POA]

	JAMES R SCOTT JR.

	By:	/s/ James R. Scott Jr.
	Name:	James R. Scott Jr., as an individual

	FIRST INTERSTATE BANK TTEE FOR DANA S ANDERSSON GST EXEMPT TRUST NO 1 DTD 12/11/2020

	By:	/s/ James R. Scott Jr.
	Name:	James R. Scott Jr.
	Title:	Authorized Signatory

	By:	/s/ Hanna Wagner
	Name:	Hanna Wagner
	Title:	Trustee

	By:	/s/ Clarene Westburg
	Name:	Clarene Westburg
	Title:	Trustee

[Signature page to Scott Family FIBK Shareholder Group POA]

	FIRST INTERSTATE BANK TTEE FOR JAMES R. SCOTT JR. GST EXEMPT TRUST NO 1 DTD 12/11/2020

	By:	/s/ James R. Scott Jr.
	Name:	James R. Scott Jr.
	Title:	Authorized Signatory

	By:	/s/ Hanna Wagner
	Name:	Hanna Wagner
	Title:	Trustee

	By:	/s/ Clarene Westburg
	Name:	Clarene Westburg
	Title:	Trustee

[Signature page to Scott Family FIBK Shareholder Group POA]

	JONATHAN SCOTT

	By:	/s/ Jonathan Scott
	Name:	Jonathan Scott, as an individual

	JONATHAN SCOTT AS TRUSTEE OF THE JONATHAN R SCOTT TRUST DATED AS OF 4/21/04

	By:	/s/ Jonathan Scott
	Name:	Jonathan Scott
	Title:	Trustee

	JEREMY PAUL SCOTT

	By:	/s/ Jeremy Paul Scott
	Name:	Jeremy Paul Scott, as an individual

	JEREMY SCOTT TTEE, JEREMY SCOTT REVOCABLE TRUST DTD 6/25/15

	By:	/s/ Jeremy Paul Scott
	Name:	Jeremy Paul Scott
	Title:	Trustee

	NBAR5 Limited Partnership

	By:	/s/ Jeremy Paul Scott
	Name:	Jeremy Paul Scott
	Title:	Managing Member

	SUSAN S. HEYNEMAN Trust

		/s/ Susan Heyneman
	Name:	Susan Heyneman
	Title:	Trustee

[Signature page to Scott Family FIBK Shareholder Group POA]

	JAMES R SCOTT TRUST, JAMES R SCOTT & FIRST INTERSTATE WEALTH MANAGEMENT COTTEES

		/s/ James R Scott
	Name:	James R Scott
	Title:	Trustee

	JAMES F HEYNEMAN TRUST, JAMES SCOTT & FIRST INTERSTATE WEALTH MANAGEMENT CO-TRUSTEES

		/s/ James R Scott
	Name:	James R Scott
	Title:	Trustee

	SUSAN SCOTT HEYNEMAN TRUST, SUSAN HEYNEMAN & FIRST INTERSTATE WEALTH
	MANAGEMENT CO-TRUSTEES

		/s/ Susan Heyneman
	Name:	Susan Heyneman
	Title:	Trustee

	HOMER SCOTT JR TRUST, HOMER SCOTT JR. & FIRST INTERSTATE WEALTH MANAGEMENT CO TRUSTEES

		/s/ Homer Scott Jr.
	Name:	Homer Scott Jr.
	Title:	Trustee

	JOHN M HEYNEMAN JR. TRUST

		/s/ John M Heyneman Jr.
	Name:	John M Heyneman Jr.
	Title:	Trustee