ASB · Associated Banc-Corp

Associated Banc-Corp finalized its strategic acquisition of American National Corporation on April 1, 2026, under the Merger Agreement dated November 30, 2025, marking a key expansion in Midwest markets including Omaha and the Twin Cities. The all-stock transaction involved issuing 22,975,382 shares of Associated common stock to American National shareholders, exempt from Securities Act registration under Section 4(a)(2), with 620,084 shares specifically noted for voting common stock holders converting into 22,478,042 Associated shares. This issuance supports the merger's completion without immediate dilution concerns from public offerings. Concurrently, American National Bank merged into Associated Bank, National Association, preserving operational continuity while planning branch rebranding and systems conversion in Q3 2026. To integrate leadership and stakeholder interests, Associated expanded its board from 13 to 14 directors, appointing Wende Kotouc, aged 63, with extensive experience as Executive Co-Chairperson and CEO of American National Bank since 2017 and EVP since 2019. Her community ties in Omaha enhance Associated's regional presence. Additionally, a two-year consulting agreement with John F. Kotouc, her husband and former American National Co-Chairman/Co-CEO, provides $400,000 annually, ensuring knowledge transfer. A Transfer, Voting and Registration Rights Agreement grants certain American National shareholders registration rights on received shares. The press release highlights complementary strengths, positioning the combined entity with $50 billion in assets for accelerated growth through enhanced commercial offerings and client relationships.