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): September 12, 2020
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FIRST INTERSTATE BANCSYSTEM, INC.
(Exact name of registrant as specified in its charter)
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| Montana | | 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 | | | 59116-0918 |
| (Address of principal executive offices) | | | | (zip code) |
| | | | | | | | | | | | | | |
| (406) | 255-5390 | | |
| (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 |
| Class A common stock, no 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. ☐
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Item 8.01 Other Events.
On September 12, 2020, the board of directors of First Interstate BancSystem, Inc. (the “Company”) approved a three million share increase to the number of shares of Class A common stock of the Company that the Company may purchase from time to time under its previously announced stock repurchase program. The shares may be repurchased from time to time pursuant to the Company’s Rule 10b5-1 trading plans approved by the Company during the Company’s open trading windows under its Insider Trading Policy, and otherwise. As with the shares already repurchased by the Company since the program’s inception, any repurchased shares will be returned to authorized but unissued shares of Class A common stock of the Company in accordance with Montana law.
Additional information concerning the Company’s stock repurchase program, all of which is applicable to the additional shares authorized under the program, can be reviewed in the Company’s current report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on August 24, 2020, the information with respect to which is incorporated herein by reference. Further information regarding share repurchases will be available in the Company’s periodic reports filed with the SEC on Forms 10-K and 10-Q as required by the applicable rules of the Securities Exchange Act of 1934, as amended.
Forward-Looking Statements
This document contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, that involve inherent risks and uncertainties, including statements regarding purchases of Class A common stock pursuant to a Rule 10b5-1 trading plan or otherwise. Any statements about our plans, objectives, expectations, strategies, beliefs, or future performance or events constitute forward-looking statements. Such statements are identified by words or phrases such as “believes,” “expects,” “anticipates,” “plans,” “trends,” “objectives,” “continues” or similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “may” or similar expressions. Forward-looking statements involve known and unknown risks, uncertainties, assumptions, estimates and other important factors that could cause actual results to differ materially from any results, performance or events expressed or implied by such forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
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| (d) | Exhibit Number | | Description |
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| 104 | | Cover Page Interactive Data File (embedded within Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities and 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 14, 2020
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| FIRST INTERSTATE BANCSYSTEM, INC. | |
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| By: | /s/ KEVIN P. RILEY |
| | Kevin P. Riley |
| | President and Chief Executive Officer |
