Merger gives Associated Banc-Corp (NYSE: ASB) director major stake
Filing Impact
Filing Sentiment
Form Type
3
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.
Positive
- None.
Negative
- None.
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)
- 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.
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.
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.
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.