Associated Banc-Corp SEC Filings

Associated Banc-Corp is acquiring American National Corporation in an all‑stock merger. Each share of American National common stock will be converted into 36.250 shares of Associated common stock, with cash paid instead of fractional shares.

Based on Associated’s November 28, 2025 closing price, the stock consideration equated to about $953.01 per American National share, or approximately $604 million in total, and $958.45 per share using the January 5, 2026 price. After completion, existing Associated shareholders are expected to own about 88% of the combined company and former American National shareholders about 12%. The deal is intended to be tax‑free for U.S. holders (except for cash in lieu of fractional shares), carries no appraisal rights for American National shareholders, and remains subject to Federal Reserve and OCC approvals, with closing targeted for the second quarter of 2026.

Associated Banc-Corp is registering shares on Form S-4 for a stock-for-stock acquisition of American National Corporation. Under the Merger Agreement, each share of American National common stock will be converted into the right to receive 36.250 shares of Associated common stock, with cash paid instead of fractional shares. Based on Associated’s share price around late November and December 2025, the consideration implied roughly $953.01–$967.51 per American National share, or about $604 million in aggregate at announcement.

After closing, existing Associated shareholders are expected to own about 88% of the combined company and former American National shareholders about 12%. The merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes (except for cash in lieu of fractional shares). Required regulatory approvals, including from the Federal Reserve and OCC, and customary closing conditions must be satisfied, and closing is targeted for the second quarter of 2026.

American National shareholders do not have dissenters’ or appraisal rights and are not being asked to vote, because voting shareholders have already unanimously approved the deal by written consent. The filing outlines integration, regulatory, market-price and employee-retention risks, and notes that one American National leader, Wende Kotouc, will join Associated’s board after closing.

Associated Banc-Corp executive John A. Utz reported several stock transactions. On December 9, 2025, he sold 128 shares of Associated Banc-Corp common stock at $26.41 per share and 1,872 shares at $26.411 per share. He also exercised a non-qualified stock option to acquire 135 shares at an exercise price of $17.38 per share, then sold those 135 shares at $26.45 per share. After these transactions, he beneficially owned 109,841.6852 shares of common stock directly and 15,499.26 shares indirectly through a 401(k) plan. Utz is listed as an Executive Vice President of Associated Banc-Corp, and this Form 4 was filed for a single reporting person.

A shareholder of ASB has filed a notice of intent to sell 2,135 common shares, with an aggregate market value of 56,392.62, through Fidelity Brokerage Services LLC on the NYSE around 12/09/2025.

The shares relate to prior acquisitions through employee stock purchase plan purchases, restricted stock vesting, and option exercises. Common shares outstanding were 165,922,444 at the time of the notice; this is a baseline figure, not the amount being sold.

Associated Banc-Corp executive Patrick Edward Ahern reported multiple stock option exercises and a share sale on 12/04/2025. As an Executive Vice President, he exercised options to acquire 13,356 shares of common stock at $24.70 per share and 17,133 shares at $23.45 per share. On the same day, he sold 30,489 shares of common stock at a weighted average price of $25.70 per share, with individual sale prices ranging from $25.68 to $25.72. Following these transactions, he directly held 41,188 shares of Associated Banc-Corp common stock and indirectly held 5,461.07 shares through a 401(k) plan. The options exercised related to grants vesting in four equal annual installments beginning on 2/8/2019 and 2/8/2020.

Associated Banc-Corp executive reports stock sales and updated holdings. An Executive Vice President sold 3,161 shares of Associated Banc-Corp common stock at $25.79 per share and 166 shares at $25.795 per share on 12/03/2025. After these transactions, the reporting person directly beneficially owned 41,188 shares of common stock and indirectly beneficially owned 5,461.07 shares through a 401(k) plan.

Associated Banc-Corp (ASB) has a planned Rule 144 sale of 30,489 shares of its common stock through Fidelity Brokerage Services LLC, with an aggregate market value of 783,721.99, to be sold on or about 12/04/2025 on the NYSE. The filing notes that 165,922,444 common shares are outstanding.

The shares to be sold were acquired via option grants dated 03/01/2018 and 03/01/2019, resulting in 13,356 and 17,133 shares respectively, paid for in cash on 12/04/2025. Over the past three months, additional common shares were sold in two transactions totaling 3,342 and 3,327 shares, generating gross proceeds of 87,580.75 and 85,803.99.

Associated Banc-Corp insider plans to sell common stock under Rule 144. A holder has filed a notice to sell 30,489 shares of Associated Banc-Corp common stock through Fidelity Brokerage Services LLC on the NYSE, with an aggregate market value of $783,721.99. The filing notes that 165,922,444 shares of common stock were outstanding, providing context for the size of the planned sale. The shares to be sold were acquired from the issuer by exercising stock options originally granted on 03/01/2018 and 03/01/2019, with cash payment made on 12/04/2025.