Merger gives Associated Banc-Corp (NYSE: ASB) director major stake

Rhea-AI Filing Summary

ASSOCIATED BANC-CORP director Wende L. Kotouc reports initial share ownership following a merger with American National Corporation. The filing shows direct ownership of 1,773,132 shares of common stock and indirect ownership of 8,321,731 shares held by a spouse and 616 shares held by a child.

According to the merger agreement, each share of American National common stock converted into the right to receive 36.250 shares of Associated Banc-Corp common stock, with cash paid instead of any fractional share. This Form 3 simply records the equity stake created by that share conversion.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Kotouc Wende L

Role Director

Type	Security	Shares	Price	Value
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 1,773,132 shares (Direct); Common Stock — 8,321,731 shares (Indirect, by Spouse)

Footnotes (1)

1. Shares acquired by the Reporting Person pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 30, 2025, by and among Associated Banc-Corp ("Associated") and American National Corporation ("American National"), pursuant to which American National merged with and into Associated (the "Merger"), with Associated surviving the Merger as the surviving entity. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of the common stock of American National converted into the right to receive 36.250 shares of the common stock, par value $0.01 per share, of the Issuer ("Common Stock"), with cash in lieu of a fractional share. Shares acquired by the Reporting Person's spouse pursuant to the Merger Agreement. Shares acquired by the Reporting Person's child pursuant to the Merger Agreement.

Key Figures

Direct ownership: 1,773,132 shares Spouse indirect ownership: 8,321,731 shares Child indirect ownership: 616 shares +1 more

4 metrics

Direct ownership 1,773,132 shares Common Stock directly owned after merger

Spouse indirect ownership 8,321,731 shares Common Stock indirectly owned by spouse after merger

Child indirect ownership 616 shares Common Stock indirectly owned by child after merger

Merger conversion ratio 36.250 shares Associated Banc-Corp shares per American National share

Key Terms

Agreement and Plan of Merger, Merger Agreement, effective time of the Merger, cash in lieu of a fractional share

4 terms

Agreement and Plan of Merger financial

"Shares acquired by the Reporting Person pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 30, 2025"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Merger Agreement financial

"pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 30, 2025, by and among Associated Banc-Corp and American National Corporation"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

effective time of the Merger financial

"Pursuant to the Merger Agreement, at the effective time of the Merger, each share of the common stock of American National converted"

The effective time of the merger is the exact moment when a planned combination of two companies legally takes effect, usually specified in the merger agreement and reflected by the formal filing or timestamp. For investors, it is the point when ownership, voting rights, financial reporting and control shift—like a light switch flipping that joins two rooms into one—so it determines when shares convert, who controls corporate decisions and which results appear in financial statements.

cash in lieu of a fractional share financial

"36.250 shares of the common stock ... with cash in lieu of a fractional share"

Understanding Insider Trading Forms →

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
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1. Name and Address of Reporting Person^*

Kotouc Wende L

(Last) (First) (Middle)

C/O ASSOCIATED BANC-CORP

433 MAIN STREET

(Street)

GREEN BAY WISCONSIN 54301

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2026

3. Issuer Name and Ticker or Trading Symbol
ASSOCIATED BANC-CORP [ ASB ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,773,132(1)	D
Common Stock	8,321,731(2)	I	by Spouse
Common Stock	616(3)	I	by Child

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares acquired by the Reporting Person pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 30, 2025, by and among Associated Banc-Corp ("Associated") and American National Corporation ("American National"), pursuant to which American National merged with and into Associated (the "Merger"), with Associated surviving the Merger as the surviving entity. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of the common stock of American National converted into the right to receive 36.250 shares of the common stock, par value $0.01 per share, of the Issuer ("Common Stock"), with cash in lieu of a fractional share.

2. Shares acquired by the Reporting Person's spouse pursuant to the Merger Agreement.

3. Shares acquired by the Reporting Person's child pursuant to the Merger Agreement.

	/s/ Randall J. Erickson, by POA for Wende Kotouc	04/01/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does the Form 3 filed by ASSOCIATED BANC-CORP (ASB) director Wende L. Kotouc show?

The Form 3 shows Wende L. Kotouc’s initial ownership in ASSOCIATED BANC-CORP common stock. It reports direct and family-related indirect holdings established when American National Corporation merged into Associated Banc-Corp under a share conversion formula.

How many ASSOCIATED BANC-CORP (ASB) shares does Wende L. Kotouc own directly?

Wende L. Kotouc directly owns 1,773,132 shares of ASSOCIATED BANC-CORP common stock. This direct position arose from converting prior American National Corporation shares into Associated Banc-Corp shares under the merger agreement’s fixed exchange ratio.

What indirect ASSOCIATED BANC-CORP (ASB) holdings are reported for Wende L. Kotouc’s family?

The filing reports 8,321,731 ASSOCIATED BANC-CORP shares indirectly owned through Kotouc’s spouse and 616 shares indirectly owned through a child. These family holdings also resulted from the American National Corporation merger share conversion.

How were American National Corporation shares converted into ASSOCIATED BANC-CORP (ASB) stock?

Each American National Corporation common share converted into the right to receive 36.250 ASSOCIATED BANC-CORP common shares. The merger agreement also provided for cash in lieu of any fractional Associated Banc-Corp share created by that conversion ratio.

Does this Form 3 mean Wende L. Kotouc recently bought or sold ASSOCIATED BANC-CORP (ASB) shares?

The Form 3 does not show open-market buying or selling of ASSOCIATED BANC-CORP shares. It records ownership positions that arose from converting American National Corporation shares into Associated Banc-Corp stock when the merger became effective.

Why is the American National Corporation merger important for ASB director Wende L. Kotouc’s holdings?

The merger is important because it created Kotouc’s Associated Banc-Corp stake. American National Corporation shares were converted into ASSOCIATED BANC-CORP common stock at a 36.250-to-one ratio, establishing both direct and indirect family ownership positions reported on this Form 3.