Business Context and Reporting Period
This Form 8-K, dated April 1, 2026, reports the completion of the merger between Associated Banc-Corp (Associated) and American National Corporation (American National). Under the terms of the Merger Agreement dated November 30, 2025, American National merged with and into Associated, with Associated continuing as the surviving corporation. Additionally, American National Bank merged with and into Associated Bank, National Association.
Key Financial Metrics
This filing is a current report regarding a corporate event and does not contain standard financial statements (revenue, profit, cash flow, or margins) for the reporting period. The filing details the following equity transaction metrics:
- Shares Issued: An aggregate of 22,975,382 shares of Associated common stock were issued to holders of American National voting and non-voting common stock.
- Specific Beneficial Ownership Conversion: 620,084 shares of American National stock beneficially owned by specific holders were converted into 22,478,042 shares of Associated common stock.
- Consulting Compensation: A consulting agreement was entered into with John F. Kotouc (former Co-CEO of American National) for an annual retainer of $400,000 for a two-year period.
Material Changes Versus Prior Period
The primary material change is the structural consolidation of two banking entities. Key changes include:
- Board Composition: The size of Associated's board of directors increased from 13 to 14 members.
- Corporate Structure: American National and its subsidiary bank ceased to exist as separate legal entities, merging into Associated and Associated Bank, National Association, respectively.
- Capital Structure: The issuance of approximately 23 million new shares of common stock to former American National shareholders.
Guidance, Outlook, and Management Commentary
The filing does not provide forward-looking financial guidance, revenue outlook, or specific management commentary on future performance metrics. However, it notes the following governance and personnel updates:
- Director Appointment: Wende Kotouc, former Executive Co-Chairperson and CEO of American National Bank, was appointed to fill the new vacancy on Associated's board. She will receive standard non-employee director compensation.
- Consulting Role: John F. Kotouc will serve as a consultant to Associated for two years post-merger.
- Registration Rights: A Transfer, Voting and Registration Rights Agreement was executed with holders of American National voting common stock regarding the newly issued Associated shares.
Important Facts for Investor Verification
- Verify the exact number of shares issued (22,975,382) and the resulting dilution impact on existing Associated shareholders.
- Review the attached Press Release (Exhibit 99.1) for strategic rationale and immediate post-merger operational details not included in the 8-K text.
- Confirm the terms of the consulting agreement with John F. Kotouc ($400,000 annual retainer) and its impact on future operating expenses.
- Check the 2026 Proxy Statement referenced in the filing for details on Wende Kotouc's director compensation package.
- Monitor subsequent filings (10-Q/10-K) for the first consolidated financial results reflecting the merger.