Associated Banc-Corp美股招股说明书(2026-01-13版)

On November30, 2025, Associated and American National entered into an Agreement and Plan of Merger (as amended from time to time, the“Merger Agreement”) that (i)provides for the merger of American National with and into Associated, with Associated as the surviving corporation (the“Merger”) and (ii)contemplates that immediately following the Merger or at such later time as Associated may determine in its sole discretion,American National Bank, a wholly owned subsidiary of American National, will merge with and into Associated Bank, National Association(“Associated Bank”), a wholly owned subsidiary of Associated, with Associated Bank as the surviving bank. As described below, on November30,2025, American National delivered to Associated a duly executed unanimous written consent of the American National voting shareholders, constitutingthe shareholder approval required to consummate the Merger. As such, no further approval of American National shareholders is required toconsummate the Merger, and you are not required to take any action to receive your shares of Associated common stock that will be issued in theMerger. The Merger remains subject to customary closing conditions, including the receipt of required regulatory approvals. If the Merger is completed, each share of American National common stock issued and outstanding immediately prior to the effective time of theMerger will be converted into the right to receive 36.250 shares of common stock, par value $0.01 per share, of Associated (the “Associated commonstock”) (the “Merger Consideration”), with cash in lieu of fractional shares. Based on the closing price of Associated common stock on November28, 2025, the last trading day prior to the public announcement of theMerger, the Merger Consideration represented a value of approximately $953.01 per share of American National common stock, or approximately$604million in the aggregate. Based upon the closing price of Associated common stock on January9, 2026, the most recent practicable date precedingthe date of this information statement/prospectus, the Merger Consideration represented a value of $958.45 per share of American National commonstock. The dollar value of the consideration that American National shareholders will receive will change depending on fluctuations in the market priceof Associated common stock.You can obtain current stock quotations for Associated common stock, which is listed on the New York StockExchange under the symbol “ASB.” If the Merger is completed, existing Associated shareholders will own approximately 88% of Associated’s common stock immediately followingcompletion of the Merger and former American National shareholders will own approximately 12%. The American National board of directors unanimously approved the Merger Agreement and the transactions contemplated thereby, Table of Contents Sincerely, John F. KotoucCo-Chairman and Co-Chief Executive OfficerAmerican National Corporation Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved theMerger, including the issuance of the securities to be issued under this information statement/prospectus, or determined if this informationstatement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense. The securities that Associated is offeringthrough this document are not savings or deposit accounts or other obligations of any bank or nonbank subsidiary of Associated or AmericanNational, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. This information statement/prospectus is dated January12, 2026, and it is first being mailed or otherwise delivered to the shareholders ofAmerican National (other than holders of American National voting common stock) on or about January12, 2026. Table of Contents ADDITIONAL INFORMATION This information statement/prospectus incorporates important business and financial information about Associated from documents filed with theSEC that have not been included in or delivered with this document. This information is described under “Where You Can Find More Information.” Youcan obtain free copies of this information by writing or calling: Associated Banc-CorpAttention: Investor Relations433 Main StreetGreen Bay, Wisconsin 54301(920) 491-7500 You will not be charged for any of these documents that you request. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, thisinformation statement/prospectus. This information statement/prospectus is dated January12, 2026, and you should assume that the information in thisdocument is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of thedate of such incorporated document. Neither the mailing of this information statement/prospectus t