Associated Banc-Corp S-4/A, filed Jan 7, 2026

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Associated Banc-Corp (ASB)

S-4/A 2026-01-07

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Added on October 15, 2026

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John F. Kotouc		Dianne S. Lozier
Co-Chairman and Co-Chief Executive Officer		Co-Chairman and Co-Chief Executive Officer
American National Corporation		American National Corporation


QUESTIONS AND ANSWERS			1

SUMMARY			4

The Parties to the Merger			4
The Merger and the Merger Agreement			5
Merger Consideration			5
Material U.S. Federal Income Tax Consequences of the Merger			6
American National’s Reasons for the Merger; Recommendation of the American National Board of Directors			6
No Dissenters’ or Appraisal Rights in the Merger			6
Interests of American National’s Directors and Executive Officers in the Merger			6
Regulatory Approvals			7
Governance of Associated After the Merger			7
Expected Timing of the Merger			7
Conditions to Completion of the Merger			8
Termination of the Merger Agreement			9
Accounting Treatment			9
The Rights of American National Shareholders Will Change as a Result of the Merger			10
Listing of Associated Common Stock			10

RISK FACTORS			11

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			16

COMPARATIVE STOCK PRICES AND DIVIDENDS			19

INFORMATION ABOUT ASSOCIATED			21

INFORMATION ABOUT AMERICAN NATIONAL			22

THE MERGER			23

Terms of the Merger			23
American National’s Reasons for the Merger; Recommendation of the American National Board of Directors			23
Interests of American National’s Directors and Executive Officers in the Merger			26
Governance of Associated After the Merger			29
Accounting Treatment			29
Regulatory Approvals			29
Listing of Associated Common Stock			32
No Dissenters’ or Appraisal Rights in the Merger			32

THE MERGER AGREEMENT			33

Explanatory Note Regarding the Merger Agreement			33
Structure of the Merger			33
Merger Consideration			34
Governance and Governing Documents			35
Closing and Effective Time of the Merger			35
Conversion of Shares; Exchange of American National Stock Certificates			35
Representations and Warranties			36
Covenants and Agreements			38
Agreement Not to Solicit Other Offers			46
Conditions to Completion of the Merger			47


Termination of the Merger Agreement			48
Effect of Termination			48
Fees and Expenses			48
Amendment, Waiver and Extension of the Merger Agreement			49
Governing Law			49
Specific Performance			49
Transfer, Voting and Registration Rights Agreement			49

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER			50

BUSINESS OF AMERICAN NATIONAL			54

General			54
Products and Services			54
Market Area and Competition			54
Legal Proceedings			55
Employees			55
Description of Property			55

DESCRIPTION OF ASSOCIATED COMMON STOCK			56

Associated Common Stock			56
Certain Anti-Takeover Provisions			57

COMPARISON OF SHAREHOLDERS’ RIGHTS			60

LEGAL MATTERS			66

EXPERTS			67

WHERE YOU CAN FIND MORE INFORMATION			68

*Annex A* — Agreement and Plan of Merger			A-1
*Annex B* — Transfer, Voting and Registration Rights Agreement			B-1


Term/Abbreviation		Definition
American National		American National Corporation, a Nebraska corporation

American National articles		The articles of incorporation of American National, as amended

American National Bank		American National Bank, a national banking association and a wholly owned bank subsidiary of American National

American National board of directors		The board of directors of American National

American National bylaws		The bylaws of American National, as amended

American National common stock		The American National voting common stock and American National non-voting common stock

American National non-voting common stock		The non-voting common stock, par value $0.01 per share, of American National

American National shareholders		The holders of shares of American National common stock

American National voting common stock		The voting common stock, par value $1.00 per share, of American National

American National voting shareholders		The holders of American National voting common stock

Associated		Associated Banc-Corp, a Wisconsin corporation

Associated articles		The amended and restated articles of incorporation of Associated, as amended

Associated Bank		Associated Bank, National Association, a national banking association and a wholly owned bank subsidiary of Associated

Associated board of directors		The board of directors of Associated

Associated bylaws		The amended and restated bylaws of Associated

Associated common stock		The common stock, par value $0.01 per share, of Associated

Associated shareholders		The holders of shares of Associated common stock

Bank Merger		The merger of American National Bank with and into Associated Bank, with Associated Bank continuing as the surviving bank

effective time		The effective time of the Merger

Merger		The merger of American National with and into Associated, with Associated continuing as the surviving corporation

Merger Agreement		The Agreement and Plan of Merger, dated as of November 30, 2025, by and between Associated and American National

NYSE		The New York Stock Exchange

SEC		U.S. Securities and Exchange Commission


	Closing Price per Share of Associated Common Stock		Approximate Implied Value per Share of American National Common Stock
November 28, 2025	$	26.29	$	953.01
January 5, 2026	$	26.44	$	958.45


	Closing Price per Share of Associated Common Stock		Implied Value per Share of American National Common Stock⁽¹⁾
November 28, 2025	$	26.29	$	953.01
January 5, 2026	$	26.44	$	958.45


	Associated	American National
Authorized and Outstanding Capital Stock:	The Associated articles authorize Associated to issue up to 250,000,000 shares of Associated common stock, par value $0.01 per share, up to 750,000 shares of Associated preferred stock, par value $1.00 per share, in one or more series, including (i) 100,000 shares of 5.875% Non-Cumulative Perpetual Preferred Stock, Series E (“Associated Series E preferred stock”), with a liquidation preference of $1,000 per share, and (ii) 100,000 shares of 5.625% Non-Cumulative Perpetual Preferred Stock, Series F (“Associated Series F preferred stock”), with a liquidation preference of $1,000 per share. As of January 5, 2026, the last practicable trading day preceding the date of this information statement/prospectus, there were 165,993,332 shares of Associated common stock outstanding, 100,000 shares of Associated Series E preferred stock outstanding, and 100,000 shares of Associated Series F preferred stock outstanding.	The American National articles authorize American National to issue up to 600,000 shares of American National voting common stock, par value $1.00 per share and up to 400,000,000 shares of American National non-voting common stock, par value $0.01 per share. American National is not authorized to issue any shares of preferred stock. As of January 5, 2026, the last practicable trading day preceding the date of this information statement/prospectus, there were 418,728 shares of American National voting common stock outstanding and 207,777 shares of American National non-voting common stock outstanding.

Voting Rights:	Each share of Associated common stock is entitled to one vote on each matter submitted to a vote at a shareholder meeting. Each share of Associated Series E preferred stock and Series F preferred stock is entitled to one vote on each matter on which the holders of such applicable series of preferred stock are entitled to vote.	Under the American National articles, each share of American National voting common stock is entitled to one vote on each matter submitted to a vote at a meeting of shareholders. Except as otherwise required by law, the holders of American National voting common stock possess exclusive voting power.


	Associated	American National

Size of Board of Directors:	The Associated articles provide that the size of the Associated board of directors is determined from time to time in the sole discretion of the board of directors and will be fixed only by resolution of the entire board of directors. However, the number of directors shall be no less than three. The Associated articles further provide that no decrease in the size of the Associated board of directors will shorten the term of any incumbent director. The current size of the Associated board of directors is thirteen directors.	The American National articles and the American National bylaws provide that the size of the American National board of directors is fixed from time to time by the American National board of directors, which size shall be at least two and no more than five directors. The American National articles further provide that no decrease in the size of the American National board of directors will shorten the term of any incumbent director. The current size of the American National board of directors is four directors.

Classes of Directors:	Neither the Associated articles nor Associated bylaws currently provide for a classified board of directors. All directors are elected for a one-year term and hold office until the next annual meeting of shareholders and until his or her respective successors will have been duly elected and qualified, subject, however, to prior resignation, retirement, death, or removal from office.	The American National articles and American National bylaws do not currently provide for a classified board of directors; each director serves for a one-year term until the next annual meeting of shareholders and until his or her successor is elected and qualified, subject to prior resignation, death or removal.

Election of Directors:	The Associated bylaws provide that directors of Associated are elected by a plurality of the votes cast by the holders entitled to vote at a meeting in which a quorum is present. Associated shareholders are not permitted to cumulate their votes in the election of directors.	The American National articles and the American National bylaws provide that directors of American National are elected by the holders entitled to vote at any meeting for the election of directors at which a quorum is present. At any election of a director, the American National bylaws provide that holders of voting common stock may vote the number of shares owned by such shareholder for as many persons as there are directors to be elected or cumulate such shareholder’s votes.

Vacancies on the Board of Directors:	The Associated articles provide that vacancies may be filled by the affirmative vote of a majority of the remaining directors, even if less than a quorum, of the Associated board of directors. The term of any director appointed to the Associated board of directors will hold office until the next annual meeting of shareholders.	The American National articles and the American National bylaws provide that vacancies may be filled by the affirmative vote of a majority of the remaining directors, even if less than a quorum, of the American National board of directors, except as otherwise set forth in the American National bylaws, and directors so chosen will hold office until the next annual meeting held for the election of directors and until such director’s successor is duly elected and qualified.


	Associated	American National

Removal of Directors:	The Associated articles provide that directors may be removed only for cause by the majority of votes cast at a special meeting of shareholders called for the purpose of removing such director.	The American National articles provide that any director or the entire American National board of directors may be removed from office at any time, with or without cause, by a vote of a majority of American National voting shareholders at a meeting expressly called for such purpose. If less than the entire American National board of directors is removed, none of the directors may be removed if the votes cast against removal of such director would be sufficient to elect the director if then cumulatively voted at an election of such director.

Shareholder Approval Required for Amendments to Organizational Documents:	The Associated articles may be amended pursuant to Sections 180.1001 through 180.1003 of the WBCL, which, except in the limited circumstances set forth in Section 180.1001 of the WBCL, requires a majority of votes cast by each voting shareholder group entitled to vote on the amendment. The Associated bylaws may be amended by a majority vote of the board of directors or by a majority of votes cast at a shareholder meeting. The Associated bylaws may also be implicitly and temporarily amended to the extent action taken or authorized by the board of directors or Associated shareholders that would be inconsistent with the Associated bylaws then in effect but authorized by a vote sufficient to so amend the Associated bylaws.	The American National articles do not include procedures for amendments to the American National articles; therefore, the American National board of directors may amend the American National articles in accordance with Sections21-2,152 through 21-2,156 of the NMBCA, which provide that, except in the limited circumstances set forth under Sections 21-2,154, 21-2,156 and 21-2,157 of the NMBCA, any amendment to the American National articles requires the vote of a majority of votes cast by the voting shareholders and by any group of shareholders entitled to vote as a separate voting group. The American National articles and American National bylaws provide that either the American National board of directors or the American National shareholders may amend or repeal the American National bylaws at any regular or special meeting.

Shareholder Action by Written Consent:	Under the WBCL, Associated shareholders may act by unanimous written consent.	The American National bylaws allow American National shareholders to act by the unanimous written consent of all shareholders entitled to vote on the matter.

Special Meetings of Shareholders:	The Associated bylaws provide that special meetings of shareholders may be called only by the chairman of the Associated board of directors, the vice chairman of the Associated board of directors, the chief executive officer of Associated, the Associated board of directors, or at the request of the holders of at least 10% of	The American National bylaws provide that special meetings of American National shareholders may be called for any purpose by the President or the American National board of directors, or by the President upon the request of American National shareholders holding no less than 10% of


	Associated	American National
	outstanding shares of capital stock entitled to vote on any issue proposed to be considered at the special meeting.	the outstanding shares entitled to vote at the meeting.

Record Date:	Under the Associated bylaws, for the purposes of determining the Associated shareholders entitled to notice of or to vote at any meeting of Associated shareholders, the Associated board of directors may fix a record date, which record date may not be more than 70 or less than 30 days before the date of the annual or special meeting. The record date to determine shareholders entitled to receive a distribution, other than a distribution involving a purchase, redemption, or other acquisition of Associated’s share, is the date on which the board of directors authorizes the distribution, unless the board of directors fixes a record date in advance.	Neither the American National articles nor the American National bylaws include a procedure for determining a record date. Therefore, the process for establishing a record date is governed by Section 21-259 of the NMBCA, which provides that the board of directors may fix a future date as the record date.

Quorum:	Under the Associated bylaws, except as otherwise provided by law or by the Associated articles, the holders of a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. In general, quorum is required for Associated shareholders to act, except with respect to the election of directors by a plurality vote.	Under the American National bylaws, the holders of a majority of the outstanding American National common stock entitled to vote, represented in person or by proxy, constitute a quorum at a meeting of shareholders. If a group of shareholders is entitled to vote as a separate voting group under the NMBCA, then a majority of votes entitled to be cast by such voting group constitute a quorum.

Notice of Shareholder Actions/Meetings:	Associated’s bylaws provide that notice of the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, must be delivered not less than 10 days nor more than 60 days before the date of the meeting. Attendance at a meeting constitutes waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Generally, such notice may be delivered by written or oral notice or by notice communicated in person, by e-mail, telephone, telegraph, facsimile, or other form of write or wireless communications, or by mail or private carrier or by any form of electronic transmission.	The American National bylaws provide that written notice of the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, must be delivered not less than 10 days nor more than 50 days before the date of the meeting. Such notice may be delivered personally or by mail. If mailed, notice is deemed delivered when deposited in the U.S. mail with postage prepaid, addressed to the shareholder at such shareholder’s address as it appears on American National’s stock transfer books.


	Associated	American National

Advance Notice Requirements for Shareholder Nominations and Other Proposals:	For any nominations or any other business to be properly brought before an annual meeting by a shareholder, the shareholder must give timely notice. To be timely, a shareholder’s notice must be delivered to or mailed and received at the principal executive offices of Associated not less than 75 days nor more than 90 days before the anniversary of Associated’s annual meeting of shareholders in the immediately preceding year, provided, however, than in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is not within 30 days before or after the anniversary date of the previous year’s annual meeting, to be timely, notice by the shareholder must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure of the date of the meeting was made, whichever occurs first.	Neither the American National articles nor the American National bylaws include any advance notice or nomination procedures.

Indemnification of Directors and Officers:	The Associated bylaws provide that Associated shall indemnify a director, officer, employee, or agent to the extent he or she has been successful on the merits or otherwise in the defense of any proceeding, for all reasonable expenses. In other cases, Associated shall indemnify a director, officer, employee, or agent against liability and expenses incurred by such person in a proceeding unless it shall have been proven by final judicial adjudication that such person breached or filed to perform a duty owed to Associated which constituted a willful failure to deal fairly with Associated or its shareholders in connection with a matter in which the individual has a material conflict interest, a violation of criminal law unless the individual had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful, a transaction from which the individual derived an improper personal profit, or willful misconduct. Unless provided otherwise by a written agreement with such director, officer, employee or agent, such person’s right to indemnification is	The American National articles provide that each director, whether or not then in office, shall be indemnified by American National against all cost and expenses reasonably incurred by or imposed upon such director in connection with or resulting from any civil or criminal action, suit, or proceeding to which the director may be made apart by reason of being or having been an American National director, except in relation to matters in which the director has been adjudicated in such action, to have been derelict in the performance of such director’s duties. The right to indemnification under the American National articles includes a right to reimbursement of the amounts paid and expenses incurred in settling, compromising, or otherwise adjusting any such action when such disposition appears to be in the best interest of American National.


	Associated	American National
	determined in accordance with Section 180.0855 of the WBCL or any successor thereto. In addition, the Associated bylaws provide that Associated may purchase and maintain insurance on behalf of any person who is a director, officer, employee or agent of Associated against any liability asserted against or incurred by the individual in any such capacity or arising out of his status as such, regardless of whether Associated is required or authorized to indemnify or allow expenses to the individual.

Anti-Takeover Provisions:	Under Section 180.1141 of the WBCL, a resident domestic corporation is prohibited from engaging in a business combination with an interested stockholder for a period of three years after the interested stockholder’s stock acquisition date, unless (i) the board of directors of the resident domestic corporation has approved, before the interested stockholder’s stock acquisition date, that business combination or the purchase of stock made by the interested stockholder on that stock acquisition date, (ii) the business combination is approved by the affirmative vote of the holders of a majority of the voting stock not beneficially owned by the interested stockholder at a meeting called for that purpose, or (iii) the business combination meets certain conditions set forth in Section 180.1141(2)(c) of the WBCL. In addition, the Associated articles require the affirmative vote of the holders of at least 80% of then-outstanding capital stock entitled to vote on the election of directors, voting for such purpose as one class.	Neither the American National articles nor the American National bylaws include any anti-takeover provisions. Moreover, the Nebraska Shareholders Protection Act is not applicable to American National because American National is not a public corporation.


Associated Filings (SEC File No. 001-35654)		Periods Covered or Date of Filing with the SEC
Annual Report on Form 10-K		Fiscal year ended December 31, 2024, filed February 12, 2025

Quarterly Reports on Form 10-Q		Quarterly periods ended March 31, 2025, filed April 29, 2025, June 30, 2025, filed July 29, 2025, and September 30, 2025, filed October 28, 2025


Associated Filings (SEC File No. 001-35654)		Periods Covered or Date of Filing with the SEC
Current Reports on Form 8-K (only those portions deemed to be filed)		Filed May 2, 2025, May 9, 2025 and December 4, 2025

Definitive Proxy Statement on Schedule 14A		Filed March 17, 2025

Description of Associated’s Securities, pursuant to Section 12 of the Exchange Act, and any amendment or report filed for purpose of updating those descriptions		Filed as Exhibit (4)(f) to Associated’s Form 10-K for the year ended December 31, 2024, filed February 12, 2025


ARTICLE I

THE MERGER

1.1	The Merger	A-2
1.2	Closing	A-2
1.3	Effective Time	A-2
1.4	Effects of the Merger	A-2
1.5	Conversion of Company Common Stock	A-2
1.6	Parent Common Stock	A-3
1.7	Articles of Incorporation of Surviving Corporation	A-3
1.8	Bylaws of Surviving Corporation	A-3
1.9	Tax Consequences	A-3
1.10	Bank Merger	A-3

ARTICLE II

EXCHANGE OF SHARES

2.1	Parent to Make Merger Consideration Available	A-4
2.2	Exchange of Shares	A-4

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

3.1	Corporate Organization	A-6
3.2	Capitalization	A-7
3.3	Authority; No Violation	A-8
3.4	Consents and Approvals	A-9
3.5	Reports	A-10
3.6	Financial Statements	A-10
3.7	Undisclosed Liabilities	A-11
3.8	Broker’s Fees	A-12
3.9	Absence of Certain Changes or Events	A-12
3.10	Legal Proceedings	A-12
3.11	Taxes and Tax Returns	A-12
3.12	Employees and Employee Benefit Plans	A-14
3.13	Compliance with Applicable Law	A-16
3.14	Certain Contracts	A-18
3.15	Agreements with Regulatory Agencies	A-20
3.16	Derivative Instruments	A-20
3.17	Environmental Matters	A-20
3.18	Investment Securities	A-21
3.19	Real Property	A-21
3.20	Intellectual Property	A-22
3.21	Related Party Transactions	A-23
3.22	Takeover Restrictions	A-23
3.23	Reorganization	A-23
3.24	Opinion	A-23
3.25	Company Information	A-23
3.26	Loan Portfolio	A-23
3.27	Insurance	A-24
3.28	No Investment Adviser or Broker-Dealer Subsidiary	A-24
3.29	No Other Representations or Warranties	A-25



ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT

4.1	Corporate Organization	A-25
4.2	Capitalization	A-26
4.3	Authority; No Violation	A-27
4.4	Consents and Approvals	A-27
4.5	Reports	A-28
4.6	Financial Statements	A-28
4.7	Undisclosed Liabilities	A-29
4.8	Broker’s Fees	A-29
4.9	Absence of Certain Changes or Events	A-30
4.10	Legal Proceedings	A-30
4.11	Information Technology	A-30
4.12	Taxes and Tax Returns	A-30
4.13	Compliance with Applicable Law	A-30
4.14	Reorganization	A-31
4.15	Certain Contracts	A-31
4.16	Agreements with Regulatory Agencies	A-32
4.17	Related Party Transactions	A-32
4.18	Takeover Restrictions	A-32
4.19	Investment Securities	A-32
4.20	Loan Portfolio	A-32
4.21	Parent Information	A-33
4.22	No Other Representations or Warranties	A-33

ARTICLE V

COVENANTS RELATING TO CONDUCT OF BUSINESS

5.1	Conduct of Business Prior to the Effective Time	A-33
5.2	Company Forbearances	A-34
5.3	Parent Forbearances	A-37

ARTICLE VI

ADDITIONAL AGREEMENTS

6.1	Regulatory Matters	A-37
6.2	Access to Information	A-39
6.3	Company Shareholder Approval	A-40
6.4	Legal Conditions to Merger	A-40
6.5	Stock Exchange Listing	A-40
6.6	Employee Matters	A-41
6.7	Indemnification; Insurance	A-42
6.8	Additional Agreements	A-43
6.9	Advice of Changes	A-43
6.10	Company Acquisition Proposals	A-43
6.11	Public Announcements	A-44
6.12	Change of Method	A-44
6.13	Takeover Restrictions	A-44
6.14	Litigation and Claims	A-45
6.15	Corporate Governance	A-45
6.16	Tax Matters	A-45



ARTICLE VII

CONDITIONS PRECEDENT

7.1	Conditions to Each Party’s Obligation to Effect the Merger	A-46
7.2	Conditions to Obligations of Parent	A-47
7.3	Conditions to Obligations of the Company	A-48

ARTICLE VIII

TERMINATION AND AMENDMENT

8.1	Termination	A-49
8.2	Effect of Termination	A-49

ARTICLE IX

GENERAL PROVISIONS

9.1	Nonsurvival of Representations, Warranties and Agreements	A-50
9.2	Amendment	A-50
9.3	Extension; Waiver	A-50
9.4	Expenses	A-50
9.5	Notices	A-50
9.6	Interpretation	A-51
9.7	Confidential Supervisory Information	A-52
9.8	Counterparts	A-52
9.9	Entire Agreement	A-52
9.10	Governing Law; Jurisdiction	A-52
9.11	Waiver of Jury Trial	A-52
9.12	Assignment; Third-Party Beneficiaries	A-53
9.13	Specific Performance	A-53
9.14	Severability	A-53
9.15	Delivery by Electronic Transmission	A-53


	Page

Agreement		A-1
Balance Sheet Date		A-13
Bank Merger		A-4
Bank Merger Agreement		A-4
Bank Merger Certificates		A-4
BHC Act		A-8
Capitalization Date		A-9
Certificates of Merger		A-2
Chosen Courts		A-67
Closing		A-2
Closing Date		A-2
Code		A-1
Company		A-1
Company 401(k) Plan		A-53
Company Acquisition Proposal		A-56
Company Articles		A-9
Company Audited Financial Statements		A-13
Company Bank		A-4
Company Benefit Plans		A-18
Company Board Representative		A-58
Company Bylaws		A-9
Company Common Stock		A-9
Company Contract		A-25
Company Disclosure Schedule		A-7
Company Financial Statements		A-13
Company Indemnified Parties		A-55
Company Leased Properties		A-28
Company Non-Voting Stock		A-9
Company Owned Properties		A-27
Company Real Property		A-28
Company Real Property Leases		A-28
Company Regulatory Agreement		A-26
Company Shareholder Approval		A-11
Company Stock Bonus Award		A-10
Company Stock Incentive Plan		A-10
Company Subsidiary		A-9
Company Tax Representative		A-58
Company Tax Treatment		A-47
Company Voting Stock		A-9
Confidentiality Agreement		A-51
Consulting Agreement		A-1
Continuing Employees		A-52
Deposit Noncompetition Agreements		A-1
Derivative Transactions		A-26
Effective Time		A-2
Enforceability Exceptions		A-11
Environmental Laws		A-26


	Page
ERISA		A-18
ERISA Affiliate		A-19
Exception Shares		A-3
Exchange Act		A-12
Exchange Agent		A-5
Exchange Fund		A-5
Exchange Ratio		A-3
FDIC		A-9
Federal Banking Agencies		A-22
Federal Reserve Board		A-12
GAAP		A-8
Governmental Entity		A-12
Intellectual Property		A-29
Liens		A-10
Loans		A-30
Material Adverse Effect		A-8
Materially Burdensome Regulatory Condition		A-50
Merger		A-1
Merger Consideration		A-3
Multiemployer Plan		A-19
Multiple Employer Plan		A-19
Nebraska Secretary		A-2
New Certificates		A-5
New Plans		A-53
NMBCA		A-2
NYSE		A-6
OCC		A-12
Old Certificate,		A-3
OREO		A-47
Parent		A-1
Parent 401(k) Plan		A-53
Parent Bank		A-4
Parent Bylaws		A-33
Parent Charter		A-33
Parent Common Stock		A-3
Parent Contract		A-40
Parent Disclosure Schedule		A-32
Parent Preferred Stock		A-33
Parent Regulatory Agreement		A-41
Parent Reports		A-36
Parent Share Closing Price		A-6
Parent Subsidiary		A-33
Pass-Through Tax Return		A-58
Permitted Encumbrances		A-28
Personal Data		A-21
Personal Effects Side Letter		A-1
Pre-Closing Tax Period		A-58
Regulatory Agencies		A-12
Related Parties		A-29
Related Party Agreement		A-29


	Page
Representatives		A-56
Requisite Regulatory Approvals		A-60
S-4		A-12
SEC		A-12
Securities Act		A-36
Shareholders’ Agreement		A-1
SRO		A-12
Subsequent Unaudited Monthly Financial Statements		A-51
Subsidiary		A-9
Surviving Corporation		A-1
Takeover Restrictions		A-30
Tax		A-17
Tax Contest		A-59
Tax Return		A-18
Taxes		A-17
Termination Date		A-63
Treasury Regulations		A-18
Unaudited 1H 2025 Financial Statements		A-13
Unaudited Monthly Financial Statements		A-13
Volcker Rule		A-22
Voting Shareholders		A-1
WBCL		A-2
Wisconsin DFI		A-2
Written Consent		A-2


ASSOCIATED BANC-CORP

By:		/s/ Andrew J. Harmening
		Name: Andrew J. Harmening
		Title: President and Chief Executive Officer

AMERICAN NATIONAL CORPORATION, a Nebraska corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended

By:		/s/ John F. Kotouc
		Name: John F. Kotouc
		Title: Co-Chief Executive Officer

By:		/s/ Dianne S. Lozier
		Name: Dianne S. Lozier
		Title: Co-Chief Executive Officer


		Page
ARTICLE I

DEFINITIONS

Section 1.1	Certain Defined Terms		B-1

ARTICLE II

TRANSFERS

Section 2.1	General Transfer Restrictions		B-2
Section 2.2	Restrictions on Transfer		B-3
Section 2.3	Permitted Transferees		B-3
Section 2.4	Legend on Securities		B-3
Section 2.5	Registration Rights		B-4

ARTICLE III

VOTING AGREEMENT

Section 3.1	Voting Agreement		B-4

ARTICLE IV

MISCELLANEOUS

Section 4.1	Representations		B-4
Section 4.2	Termination		B-5
Section 4.3	Ownership Information		B-5
Section 4.4	Amendment and Waiver		B-5
Section 4.5	Severability		B-5
Section 4.6	Entire Agreement		B-5
Section 4.7	Successors and Assigns		B-6
Section 4.8	Counterparts		B-6
Section 4.9	No Representative Capacity		B-6
Section 4.10	Remedies		B-6
Section 4.11	Notices		B-6
Section 4.12	Governing Law; Consent to Jurisdiction; Waiver of Jury Trial		B-7
Section 4.13	Interpretation		B-7

EXHIBIT A

ARTICLE I

ADDITIONAL DEFINITIONS

Section 1.01.	Definitions		B-13

ARTICLE II

REGISTRATION RIGHTS

Section 2.01.	Shelf Registration		B-14
Section 2.02.	Demand Registration		B-16
Section 2.03.	Piggyback Registration		B-16
Section 2.04.	Withdrawal of Request for Underwritten Offering or Demand Registration		B-17
Section 2.05.	Reduction of Size of Underwritten Offering		B-17


		Page
Section 2.06.	Registration Procedures		B-18
Section 2.07.	Conditions to Offerings		B-20
Section 2.08.	Suspension Period		B-21
Section 2.09.	Registration Expenses		B-22
Section 2.10.	Rules 144 and 144A		B-22
Section 2.11.	Indemnification; Contribution		B-22
Section 2.12.	Termination		B-24
Section 2.13.	No Waiver		B-24


ASSOCIATED BANC-CORP

By:		/s/ Andrew J. Harmening
		ANDREW J. HARMENING
		President and Chief Executive Officer


SHAREHOLDER

DIANNE S. LOZIER ANC STOCK HOLDING TRUST

By:		/s/ Dianne S. Lozier
		DIANNE S. LOZIER, Trustee

		Dianne S. Lozier ANC Stock Holding Trust 3611 Hawk Woods Circle
		Omaha, NE 68112


SHAREHOLDER

JOHN F. KOTOUC SPECIAL HOLDING TRUST

By:		/s/ John F. Kotouc
		JOHN F. KOTOUC, Trustee

		John F. Kotouc Special Holding Trust 8308 Hickory
		Omaha, NE 68124


SHAREHOLDER

THOMAS O. KOTOUC LIVING TRUST

By:		/s/ Thomas O. Kotouc
		THOMAS O. KOTOUC, Trustee

By:		/s/ Jan M. Kotouc
		JAN M. KOTOUC, Trustee

		Thomas O. Kotouc Living Trust 10 Courtland Green Street
		Spring, TX 77382-5101


SHAREHOLDER

ANN L. DUEY TRUST

By:		/s/ Ann L. Duey
		ANN L. DUEY, Trustee

		Ann Duey Revocable Trust 1206 South 116th Avenue
		Omaha, NE 68144


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of November 30, 2025, by and between Associated Banc-Corp and American National Corporation (attached as Annex A to the information statement/prospectus forming a part of this registration statement).

3.1		Amended and Restated Articles of Incorporation of Associated Banc-Corp (incorporated herein by reference to Exhibit (3) to Associated Banc-Corp’s Quarterly Report on Form 10-Q filed on May 8, 2006).

3.2		Articles of Amendment to the Amended and Restated Articles of Incorporation of Associated Banc-Corp, regarding the rights and preferences of preferred stock, effective April 25, 2012 (incorporated herein by reference to Exhibits (3.1) and (4.1) to Associated Banc-Corp’s Current Report on Form 8-K filed on April 25, 2012).

3.3		Articles of Amendment to the Amended and Restated Articles of Incorporation of Associated Banc-Corp with respect to its 5.875% Non-Cumulative Perpetual Preferred Stock, Series E, dated September 21, 2018 (incorporated herein by reference to Exhibits (3.1) and (4.1) to Associated Banc-Corp’s Current Report on Form 8-K filed on September 26, 2018).

3.4		Amended and Restated Bylaws of Associated Banc-Corp, as amended through February 2, 2021 (incorporated herein by reference to Exhibit (3.1(l)) to Associated Banc-Corp’s Annual Report on Form 10-K filed on February 9, 2021).

3.5		Articles of Amendment to the Amended and Restated Articles of Incorporation of Associated Banc-Corp with respect to its 5.625% Non-Cumulative Perpetual Preferred Stock, Series F, dated June 10, 2020 (incorporated herein by reference to Exhibits (3.1) and (4.1) to Associated Banc-Corp’s Current Report on Form 8-K filed on June 15, 2020).

4.1		Description of Associated Banc-Corp’s Securities (incorporated herein by reference to Exhibit (4)(f) to Associated Banc-Corp’s Form 10-K filed on February 12, 2025).

5.1		Opinion of Randall J. Erickson, as to validity of the securities being registered.

8.1		Opinion of Wachtell, Lipton, Rosen & Katz regarding certain U.S. income tax aspects of the Merger.

8.2		Opinion of Alston & Bird LLP regarding certain U.S. income tax aspects of the Merger.

10.1		Transfer, Voting and Registration Rights Agreement, dated as of November 30, 2025, between Associated Banc-Corp and the other signatories thereto (attached as Annex B to the information statement/prospectus forming a part of this registration statement).

23.1		Consent of KPMG LLP.

23.3		Consent of Randall J. Erickson (included as part of the opinion filed as Exhibit 5.1).

23.4		Consent of Wachtell, Lipton, Rosen & Katz (included as part of its opinion filed as Exhibit 8.1).

23.5		Consent of Alston & Bird LLP (included as part of its opinion filed as Exhibit 8.2).

24.1*		Powers of Attorney of Directors and Officers of Associated Banc-Corp (included on the signature page of this registration statement and incorporated herein by reference).

99.1*		Consent of Wende Kotouc as Prospective Director.

107*		Filing Fee Table.


Signature		Title

/s/ Andrew J. Harmening (Andrew J. Harmening)		President, Chief Executive Officer and Director (Principal Executive Officer)

/s/ Derek S. Meyer (Derek S. Meyer)		Chief Financial Officer (Principal Financial Officer)

/s/ Ryan Beld (Ryan Beld)		Corporate Controller and Chief Accounting Officer (Controller and Principal Accounting Officer)

* (John (Jay) B. Williams)		Director

* (R. Jay Gerken)		Director

* (Judith P. Greffin)		Director

* (Michael J. Haddad)		Director

* (Robert A. Jeffe)		Director

* (Rodney Jones-Tyson)		Director

* (Eileen A. Kamerick)		Director

* (Gale E. Klappa)		Director

* (Cory L. Nettles)		Director


Signature		Title

* (Owen J. Sullivan)		Director

* (Kristen M. Ludgate)		Director

* (Karen T. van Lith)		Director



*By:		/s/ Randall J. Erickson
		Name: Randall J. Erickson
		Title: Attorney-in-Fact


Heather M. Ripley		Direct Dial: +1 212 210 9549		Email: heather.ripley@alston.com