ASSOCIATED BANC-CORP 8-K

What Happened

• Associated Banc‑Corp (ASB) announced it completed its previously disclosed acquisition (merger) of American National Corporation effective April 1, 2026. At closing, Associated enlarged its board from 13 to 14 members and appointed Wende Kotouc, the former Executive Co‑Chairperson and CEO of American National Bank, as a non‑employee director. Ms. Kotouc served in senior roles at American National from 1999 through April 2026.

Key Details

• Board change: size increased from 13 to 14; Wende Kotouc (age 63) appointed and will receive non‑employee director compensation as described in Associated’s 2026 proxy.
• Share issuance: 620,084 American National common shares were converted into an aggregate 22,478,042 shares of Associated common stock at the effective time of the merger; the issuance was exempt from Securities Act registration under Section 4(a)(2).
• Agreements: Associated entered a Transfer, Voting and Registration Rights Agreement with holders of American National voting stock (including affiliates of Ms. Kotouc) providing certain registration rights for the issued Associated shares.
• Consulting arrangement: John F. Kotouc (Ms. Kotouc’s husband and former Co‑Chair/Co‑CEO of American National) will serve as a consultant to Associated for two years and receive an annual retainer of $400,000.

Why It Matters

• The 8‑K confirms the deal closed and shows concrete, investor‑relevant outcomes: new director appointment, issuance of 22,478,042 Associated shares to former American National holders, and a two‑year consulting commitment costing $400,000/year. Investors should note the issuance of shares and related registration rights as direct effects of the merger; the filing does not disclose other financial terms beyond these items.