Business Context and Reporting Period
This Form 8-K is a current report filed by First Interstate BancSystem, Inc. (FIBK) on September 14, 2026. The filing discloses the formal execution of an employment agreement with Mr. Jeff Lee, effective as of the filing date. This action finalizes his previously announced appointment as Executive Vice President and Chief Operations Officer for both the Company and its wholly owned subsidiary, First Interstate Bank.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on executive compensation arrangements and does not contain financial performance data.
Material Changes
The primary material change reported is the formalization of Mr. Jeff Lee's executive role and the establishment of specific severance and compensation terms under the new Employment Agreement. This supersedes the preliminary announcement made in the August 21, 2026 Form 8-K.
Guidance, Outlook, and Compensation Terms
The filing details the following material terms of the Employment Agreement:
- Termination for Cause: No compensation or benefits are payable after the termination date.
- Termination Without Cause or Good Reason: Mr. Lee is entitled to one times his Base Salary plus one times the average annual cash incentive compensation from the prior three years, payable over 12 months. Continued insurance coverage is provided for up to 12 months.
- Change in Control: If termination occurs within six months preceding or 18 months following a change in control, severance increases to two times Base Salary plus two times the target annual cash incentive, plus a pro-rata target bonus. Continued insurance coverage extends to 24 months.
- Tax Provisions: Payments are subject to Section 280G of the Internal Revenue Code. The agreement includes a "gross-up" or reduction clause to ensure Mr. Lee receives the maximum after-tax payment.
- Restrictive Covenants: The agreement includes 12-month non-competition and non-solicitation restrictions, extending to 18 months in the event of a change in control.
The filing includes a standard cautionary note regarding forward-looking statements, noting that actual events may differ materially from expectations due to various risks.
Key Facts for Investor Verification
- Verify the full text of the Employment Agreement (Exhibit 10.1) for complete definitions of "cause," "good reason," and "change in control."
- Confirm the specific Base Salary and historical cash incentive amounts to calculate potential severance liabilities.
- Review the August 21, 2026 Form 8-K for the initial context of Mr. Lee's appointment.
- Monitor future filings for any updates to the Company's executive leadership structure or compensation plans.