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FIBK

FIRST INTERSTATE BANCSYSTEM INC
NASDAQ · FINANCIALS · STATE COMMERCIAL BANKS
37.60
−0.35 −0.92%
USD · Oct 30, 12:20 p.m. ET

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How FIBK rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
63%
of sentences unchanged
Added
202
new sentences
Dropped
151
sentences removed
Length
+2,473
words, now 26,560

New in FY2025

  • Interested parties are urged to read in their entirety the referenced risk factors prior to making any investment decision with respect to the Company.
  • Forward-looking statements speak only as of the date they are made and we do not undertake or assume any obligation to update publicly any of these statements to reflect actual results, new information, or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws.
  • Some of the most material risks relating to an investment in our common stock include the impact or effect on our Company and its operating results, or its investors, of: Regulatory and Compliance Risks, including: • new or changes in existing governmental regulations or in the way such regulations are interpreted or enforced; • negative developments in the banking industry and increased regulatory scrutiny; • tax legislative initiatives or assessments; • more stringent capital requirements, to the extent they may become applicable to us; • changes in accounting standards; • any failure to comply with applicable laws and regulations, including, but not limited to, the Community Reinvestment Act ("CRA") and fair lending laws, the USA PATRIOT ACT, OFAC guidelines and requirements, the BSA, and the related FinCEN and FFIEC Guidelines and regulations (as each of such terms and acronyms is defined below); and • federal deposit insurance assessment rate increases; Credit Risks, including: • lending risks and risks associated with loan portfolio concentrations; • a decline in economic conditions that could reduce demand for our products and services and negatively impact the credit quality of loans; • credit losses on loans exceeding estimates; • potential effects on the U.S. economy resulting from the implementation of governmental policies, including tax regulations and changes to United States trade policies, including the imposition of tariffs and retaliatory tariffs and geopolitical uncertainty; and • the soundness of other financial institutions; Liquidity Risks, including: • the ability to meet cash flow needs and availability of financing sources for working capital and other needs; • a loss of deposits or a change in product mix that increases the Company’s funding costs; and • inability to access funding or to monetize liquid assets; Market Risks, including: • changes in interest rates; and • interest rate effect on the value of our investment securities; Operational Risks, including: • cybersecurity risks, including business disruptions from denial-of-service attacks, network intrusions, business e-mail compromise, and other malicious behavior that could result in the disclosure of confidential information; • privacy, information security, and data protection laws, rules, and regulations that affect or limit how we collect and use personal information or otherwise have an adverse effect on us; • the potential impairment of our goodwill and other intangible assets; • our reliance on third parties that provide key components of our business infrastructure; • events that may tarnish our reputation; • mainstream and social media contagion; • the loss of the services of key members of our management team and directors; • our ability to attract and retain qualified employees to operate our business; • costs associated with repossessed properties, including potential environmental remediation; • the effectiveness of our operational processes, policies and procedures, and internal control over financial reporting; • our ability to implement technology-facilitated products and services or be successful in marketing these products and services to our clients; and • the development and use of artificial intelligence ("AI"); Strategic Risks, including: • risks related to acquisitions, mergers, strategic partnerships, divestitures, and other transactions; • competition from new or existing financial institutions and non-banks; • investing in technology; and • incurrence of significant costs related to mergers and related integration activities; Common Stock Risks, including: • the volatility in the price and trading volume of our common stock; • “anti-takeover” provisions in our certificate of incorporation and regulations, which may make it more difficult for a third party to acquire control of us even in circumstances that could be deemed beneficial to stockholders; • changes in our dividend policy or our ability to pay dividends; • the possibility that we may fail to realize the anticipated benefits of our stock repurchase program; • our common stock not being an insured deposit; • the potential dilutive effect of future equity issuances; and • the subordination of our common stock to our existing and future indebtedness; General Risk Factors, including: • the effect of global conditions, earthquakes, volcanoes, tsunamis, floods, fires, drought, and other natural catastrophic events; and • the impact of climate change and environmental sustainability matters.
  • As of February 20, 2026, we operated 290 banking offices, including branches and detached drive-up facilities, in communities across 12 states— Colorado, Idaho, Iowa, Minnesota, Missouri, Montana, Nebraska, North Dakota, Oregon, South Dakota, Washington, and Wyoming.
  • We are proud to provide financial services and products to clients that participate in a wide variety of industries, including: • Agriculture • Healthcare • Professional services • Technology • Construction • Hospitality • Real Estate Development • Tourism • Education • Housing • Retail • Wholesale trade • Governmental services Our common stock is traded on the NASDAQ Global Select Market, or NASDAQ, under the symbol “FIBK.” Since our initial public offering, we have expanded our market reach through organic growth and strategic acquisitions, including our acquisitions of Mountain West Bank, United Bank, N.A., Flathead Bank of Bigfork, Bank of the Cascades, Inland Northwest Bank, Idaho Independent Bank, Community 1st Bank, and Great Western Bank.
  • Our current strategy emphasizes disciplined organic growth by deepening and expanding full client relationships across deposits, lending and fee-based services.
  • As of December 31, 2025, we had consolidated assets of $26.6 billion, deposits of $22.1 billion, loans held for investment of $15.2 billion, and total stockholders’ equity of $3.4 billion.
  • Our vision is to meet people where they are and help them reach where they want to be.
  • Rooted in the principles of community banking, we build lasting relationships and make thoughtful decisions that serve our employees, clients, communities and shareholders.
  • Building on this foundation, we are executing a strategic plan intended to refocus capital investment, optimize our balance sheet and improve core profitability, while continuing to advance our business in a disciplined and prudent manner.
  • This plan includes initiatives to enhance credit processes and risk culture, optimize our footprint and branch network, and emphasize disciplined, relationship-driven organic growth in our existing market areas.
  • In furtherance of our strategic plan focused on organic growth and relationship banking, we are prioritizing investment into existing market areas where we have brand density and are well positioned to serve the needs of our customers.
  • Accordingly, we are undertaking a comprehensive review of our branch network to optimize our physical footprint, including exiting markets that are not aligned with our strategic plan and reallocating capital, talent and resources to expand in markets where we have meaningful market share and attractive growth prospects.
  • For example, in October 2025, we completed the divestiture of our banking operations in Arizona and Kansas and also announced the contemplated sale of 11 branches in Nebraska, which transaction is expected to close at the beginning of the second quarter of 2026.
  • We opened one branch in Montana on February 2, 2026 and intend to close four branches in eastern Nebraska, one in Minnesota, and one in North Dakota at the end of February 2026.
  • We have further aligned select products and activities with our strategic plan, emphasizing relationship-based business and disciplined underwriting consistent with long-term performance.
  • In 2025, we took deliberate actions to reduce or exit selected exposures, including the intentional runoff of certain non-relationship and transactional credits and the discontinuation or outsourcing of lending products.
  • For example, we exited our indirect lending origination business in early 2025 and outsourced our consumer credit card portfolio in mid-2025, as further described in Part II, Item 7.
  • “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In addition, during the fourth quarter of 2025, we initiated a transformation of our banking organization, changing from a layered, regional and market structure to a flatter model.
  • The redesign includes new State Presidents at the Bank, a majority of whom are from within the Bank, supplemented by select external hires, and a more streamlined chain of responsibility designed to speed up local decision-making and align the decision framework with our relationship-driven organic growth strategy.
  • We expect this redesign to be nearly complete in the first quarter of 2026.
  • Each loan must meet minimum underwriting standards specified in our credit policies and procedures, with certain exceptions to those policies, which generally specify that loans: (1) are made to borrowers who are generally located within or adjacent to our market footprint or own businesses and/or real estate within or adjacent to our footprint, with limited exceptions that may include participation loans and loans to national accounts; (2) are made only for identified legal purposes; (3) have specifically identified sources of repayment; (4) mature within designated maximum maturity periods that coincide with repayment sources; (5) are appropriately collateralized whenever possible; (6) are supported by current credit information; (7) do not exceed the Bank’s legal lending limit; (8) include medium-term fixed interest rates or variable rates that are adjusted within designated time frames; and (9) require compliance with laws and regulations including a flood zone and risk determination prior to closing.
  • In addition, our credit policies include lending limitations to minimize undue (or excessive) concentrations of credit in agricultural, commercial, real estate, or consumer loans.
  • Loan requests over the authority of our bankers are approved by designated Credit Officers and, if necessary, by our new credit committee as further discussed below.
  • In 2025, we completed a comprehensive internal review and assessment of our credit risk management framework and credit policies that was initiated in late 2024.
  • Among other things, we implemented a new credit review and approval process under which new and renewed loans and commitments above defined exposure thresholds are reviewed by a centralized credit committee comprised of senior credit and executive leadership.
  • This committee-based process is designed to promote consistent application of our credit policies and enhance our risk culture for higher-exposure relationships, while still maintaining efficient approval procedures to ensure timely speed to market.
  • In addition, during 2025 we conducted a comprehensive review of our largest loan exposures, including detailed borrower-level assessments of these relationships.
  • As part of this review, we enhanced our ongoing monitoring and action plans for higher-exposure relationships, including certain larger criticized credits, and pursued targeted paydowns and payoffs where appropriate.
  • We believe these proactive steps, together with our disciplined underwriting standards on new production, position us well to continue supporting stable asset quality over time and in various economic scenarios.
  • Additionally, the Company is a member of the IntraFi Network, which enables us to offer our customers insurance coverage on interest-bearing demand, money market and certificate of deposit balances in excess of the FDIC insurance coverage limits.
  • Centralized operational activities generally support our banking offices in the delivery of products and services to clients and include: • marketing; • credit review; • loan servicing; • credit card servicing; • mortgage loan sales and servicing; • loan collections; and • other operational activities.
  • To reduce operating costs and capitalize on the technical capabilities of selected vendors, we also leverage third-party service providers to selectively outsource certain bank operations and services, such as certain data processing, loan servicing, credit card issuance, and deposit processing systems.
  • Market Area The following table reflects our deposit market share and branch locations by state: Deposit Market Share and Branch Locations by State % of Market Deposits (1) Deposit Market Share Rank (1) Number of Branches (2) Colorado 0.5 26 19 Idaho 4.2 9 20 Iowa 1.6 11 45 Minnesota (3) — 289 1 Missouri 0.1 157 6 Montana (4) 16.6 2 42 Nebraska (5) 2.1 8 44 North Dakota (3) 0.1 72 1 Oregon 2.4 9 33 South Dakota 0.4 5 46 Washington 0.4 29 17 Wyoming 13.3 1 15 Total 289 (1) Source: FDIC.gov-data as of June 30, 2025.
  • (3) The branches in Fargo, North Dakota and Marshall, Minnesota are expected to close at the end of February 2026.
  • (4) One branch in Billings, Montana opened in February 2026.
  • (5) Four Nebraska branches are expected to close at the end of February 2026.
  • Eleven Nebraska branches are under agreement to be sold to Security First Bank, which transaction is currently anticipated to close at the beginning of the second quarter of 2026.
  • The Company will have 29 branches remaining in Nebraska after completion of the pending sale and closures.
  • As of June 30, 2025, based on publicly available information provided by the FDIC, we believe the Bank controlled approximately 16.6% of the total deposits of all insured depository institutions located in Montana.

and 162 more.

Gone since FY2024

  • Forward-looking statements speak only as of the date they are made and we do not undertake or assume any obligation to update publicly any of these statements to reflect actual results, new information, or future events, changes in assumptions, or changes in other factors affecting forward-looking statements, except to the extent required by applicable law.
  • Some of the most material risks relating to an investment in our common stock include the impact or effect on our Company and its operating results, or its investors, of: Regulatory and Compliance Risks, including: • new or changes in existing, governmental regulations or in the way such regulations are interpreted or enforced; • negative developments in the banking industry and increased regulatory scrutiny; • tax legislative initiatives or assessments; • more stringent capital requirements, to the extent they may become applicable to us; • changes in accounting standards; • any failure to comply with applicable laws and regulations, including, but not limited to, the CRA and fair lending laws, the USA PATRIOT ACT, OFAC guidelines and requirements, the BSA, and the related FinCEN and FFIEC Guidelines and regulations (as each of such terms and acronyms is defined below); and • federal deposit insurance increases; Credit Risks, including: • lending risks and risks associated with loan sector concentrations; • a decline in economic conditions that could reduce demand for our products and services and negatively impact the credit quality of loans; • loan credit losses exceeding estimates; • changes to United States trade policies, including the imposition of tariffs and retaliatory tariffs; and • the soundness of other financial institutions; Liquidity Risks, including: • the ability to meet cash flow needs and availability of financing sources for working capital and other needs; • a loss of deposits or a change in product mix that increases the Company’s funding costs; and • inability to access funding or to monetize liquid assets; Market Risks, including: • changes in interest rates; and • interest rate effect on the value of our investment securities; Operational Risks, including: • cybersecurity risks, including denial-of-service attacks, network intrusions, business e-mail compromise, and other malicious behavior that could result in the disclosure of confidential information; • privacy, information security, and data protection laws, rules, and regulations that affect or limit how we collect and use personal information or otherwise have an adverse effect on us; • the potential impairment of our goodwill and other intangible assets; • our reliance on other companies that provide key components of our business infrastructure; • events that may tarnish our reputation; • mainstream and social media contagion; • the loss of the services of key members of our management team and directors; • our ability to attract and retain qualified employees to operate our business; • costs associated with repossessed properties, including potential environmental remediation; • the effectiveness of our operational processes, policies and procedures, and internal control over financial reporting; • our ability to implement technology-facilitated products and services or be successful in marketing these products and services to our clients; and • the development and use of artificial intelligence; Strategic Risks, including: • risks related to acquisitions, mergers, strategic partnerships, divestitures, and other transactions; • competition from new or existing financial institutions and non-banks; • investing in technology; and • incurrence of significant costs related to mergers and related integration activities; Common Stock Risks, including: • the volatility in the price and trading volume of our common stock; • “anti-takeover” provisions in our certificate of incorporation and regulations, which may make it more difficult for a third party to acquire control of us even in circumstances that could be deemed beneficial to stockholders; • changes in our dividend policy or our ability to pay dividends; • our common stock not being an insured deposit; • the potential dilutive effect of future equity issuances; and • the subordination of our common stock to our existing and future indebtedness; General Risk Factors, including: • the effect of global conditions, earthquakes, volcanoes, tsunamis, floods, fires, drought, and other natural catastrophic events; and • the impact of climate change and environmental sustainability matters.
  • We operate 300 banking offices, including branches and detached drive-up facilities, in communities across 14 states—Arizona, Colorado, Idaho, Iowa, Kansas, Minnesota, Missouri, Montana, Nebraska, North Dakota, Oregon, South Dakota, Washington, and Wyoming.
  • We are proud to provide lending opportunities to clients that participate in a wide variety of industries, including: • Agriculture • Healthcare • Professional services • Technology • Construction • Hospitality • Real Estate Development • Tourism • Education • Housing • Retail • Wholesale trade • Governmental services Historically, our authorized common stock had consisted of two classes of common stock: Class A common stock and Class B common stock.
  • In March 2022, following the completion of our acquisition of Great Western Bank (“GWB”) in February 2022, all outstanding shares of our Class B common stock automatically converted into shares of our Class A common stock on a one-for-one basis.
  • On May 24, 2023, our shareholders approved a conversion of our state of incorporation from Montana to Delaware.
  • At the effective time of the conversion, each outstanding share of our Class A common stock became an outstanding share of our common stock.
  • All shares of our outstanding capital stock are now composed solely of shares of common stock.
  • Our common stock is traded on the NASDAQ Global Select Market, or NASDAQ, under the symbol “FIBK.” Since our initial public offering, we have expanded our market reach through organic growth and strategic acquisitions, including our acquisitions of Mountain West Bank, United Bank, N.A., Flathead Bank of Bigfork, Bank of the Cascades, Inland Northwest Bank, Idaho Independent Bank, Community 1st Bank, and GWB.
  • As of December 31, 2024, we had consolidated assets of $29.1 billion, deposits of $23.0 billion, loans held for investment of $17.8 billion, and total stockholders’ equity of $3.3 billion.
  • Our mission is to help people and their money work better together.
  • With that as our guiding focus, we strive to be the most relevant everyday experience our clients have with their money.
  • With our focus on community banking, we adhere to common values that have long provided a foundation for our growth and success: (1) Put people first; (2) Seek greatness; (3) Demonstrate integrity; (4) Celebrate success; and (5) Be committed to our communities.
  • These values support our commitment to our employees, our clients, our communities, and our shareholders.
  • Our business model is strategically focused around four key pillars, which help us align, organize, and prioritize business strategies.
  • These pillars guide our actions related to our employees, our clients, and our operations, ultimately leading to our financial success and creating value for our shareholders. • The first pillar is Our People, Our Priority .
  • The success of our Company is a reflection of our people.
  • We are building a diverse company, attracting the right people, retaining them in the right jobs, and developing them to meet our long-term needs.
  • Our people are informed, capable, and resilient. • The second pillar is Relentless Client Focus .
  • Our client loyalty is cultivated by our focus on every interaction, every time.
  • By listening to our clients and learning about their needs, we are better able to connect their goals and dreams to the right products and services. • The third pillar is Future Ready, Today .
  • We live in a world in constant motion, which requires agility and resiliency; adapting our products and processes to be scalable and sustainable is essential.
  • Robust and relevant systems and processes create a foundation for our employees to excel—not only in their personal performance, but in their delivery of our products and services to our clients. • The fourth pillar is Financial Vitality .
  • Our strategic focus on balance sheet management and goal-oriented financial rigor keeps us a top-performing bank.
  • Our emphasis on accountability and our collaborative approach to aligning our efforts under our four pillars allows our community banking model to flourish.
  • By adhering to a strong set of values, we have significantly and strategically grown our business.
  • We plan to continue to advance our business in a disciplined and prudent manner, fueled by organic growth in our existing market areas and expansion into new and complementary markets when appropriate acquisition and other opportunities arise.
  • Each loan must meet minimum underwriting standards specified in our credit policies and procedures, which generally specify that loans: (1) are made to borrowers who are generally located within or adjacent to our market footprint or own businesses and/or real estate within or adjacent to our footprint, with limited exceptions that may include participation loans and loans to national accounts; (2) are made only for identified legal purposes; (3) have specifically identified sources of repayment; (4) mature within designated maximum maturity periods that coincide with repayment sources; (5) are appropriately collateralized whenever possible; (6) are supported by current credit information; (7) do not exceed the Bank’s legal lending limit; (8) include medium-term fixed interest rates or variable rates that are adjusted within designated time frames; and (9) require compliance with laws and regulations including a flood zone and risk determination prior to closing.
  • In addition, our credit policies include lending limitations to minimize concentrations of credit in agricultural, commercial, real estate, or consumer loans.
  • Loan requests over the authority of our bankers are approved by designated Credit Officers and/or the Chief Credit Officer with the concurrence of our Chief Risk Officer as necessary.
  • Reuter, who was recently appointed as our President and Chief Executive Officer effective as of November 2024, we are conducting an internal review and assessment of our internal credit policies.
  • Any resulting improvements made to our current credit policies are anticipated to include enhanced executive-level oversight of underwriting standards, credit authorization levels and underwriting decisions, with increased executive-level scrutiny for any future lending decisions for loans with larger exposures.
  • The Company anticipates expanding its current credit committee structure to include the approval of credit decisions above certain lending thresholds.
  • Additionally, the Company is a member of the IntraFi Network, which enables us to offer our customers insurance coverage on interest-bearing demand, money market and certificate of deposit balances in excess of the FDIC insurance limits.
  • Centralized operational activities generally support our banking offices in the delivery of products and services to clients and include: • marketing; • credit review; • loan servicing; • credit card issuance and servicing; • mortgage loan sales and servicing; • loan collections; and • other operational activities.
  • To reduce operating costs and capitalize on the technical capabilities of selected vendors, we also leverage third-party service providers to selectively outsource certain bank operations and services, such as certain data processing, loan servicing, credit card servicing, and deposit processing systems.
  • Market Area The following table reflects our deposit market share and branch locations by state: Deposit Market Share and Branch Locations by State % of Market Deposits (1) Deposit Market Share Rank (1) Number of Branches (2) Arizona 0.3 22 10 Colorado 0.4 29 19 Idaho 4.3 8 20 Iowa 1.9 8 45 Kansas 0.1 169 2 Minnesota — 298 1 Missouri 0.1 144 6 Montana 16.4 2 41 Nebraska 2.2 8 44 North Dakota 0.1 73 1 Oregon 2.5 9 33 South Dakota 0.4 5 46 Washington 0.4 30 17 Wyoming 13.2 1 15 Total 300 (1) Source: FDIC.gov-data as of June 30, 2024.
  • As of June 30, 2024, based on publicly available information provided by the FDIC, we believe the Bank controlled approximately 16.4% of the total deposits of all insured depository institutions located in Montana.
  • Also included in Tier 2 capital is the allowance for credit losses (“ACL”) limited to a maximum of 1.25% of risk-weighted assets and, for institutions like us that have exercised an opt-out election regarding the treatment of Accumulated Other Comprehensive Income (“AOCI”), up to 45.0% of net unrealized gains on available-for-sale equity securities with readily determinable fair market values.
  • Federal Reserve Regulation O restricts loans to the Bank and its parent holding company’s insiders, which includes directors, certain officers, and principal shareholders and their respective related interests.

and 111 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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