SCHEDULE: Associated Banc-Corp: Kotouc Group Discloses 5.65% Stake Post-Merger

A group of individuals and trusts, collectively the Kotouc Group, has disclosed a beneficial ownership of 5.65% of Associated Banc-Corp's common stock following the company's merger with American National Corporation.

Summary

• The Kotouc Group, comprising Wende L. Kotouc, John F. Kotouc, and various trusts, has filed a Schedule 13D indicating their beneficial ownership of 10,648,000 shares of Associated Banc-Corp's common stock.
• This ownership stake represents 5.65% of the Issuer's outstanding common stock, based on 188,429,093 shares outstanding as of April 1, 2026.
• The shares were acquired as consideration in the merger between Associated Banc-Corp and American National Corporation, which was completed on April 1, 2026.
• Wende L. Kotouc has been appointed as a director to the Issuer's Board of Directors in connection with the merger.
• The Reporting Persons have entered into a Transfer, Voting and Registration Rights Agreement with the Issuer, which includes certain transfer restrictions and voting obligations.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, primarily reporting on post-merger ownership and governance changes without new financial performance data or strategic shifts.

Positives

• The Kotouc Group has acquired a significant stake (5.65%) in Associated Banc-Corp, indicating confidence in the company's future following the merger.
• The appointment of Wende L. Kotouc to the Board of Directors suggests a continued involvement and potential for strategic input from the group.
• The merger with American National Corporation has been successfully completed, integrating the entities and creating a larger financial institution.

Negatives

• The filing does not contain any explicit negative financial results or operational challenges.
• The transfer restrictions outlined in the Shareholders' Agreement may limit the liquidity of the shares for the Reporting Persons in the short term.

Risks

• The transfer restrictions limit public sales of shares to 150,000 per day for the first year post-merger, unless through a broadly distributed underwritten offering.
• The voting obligations require shareholders to vote in accordance with the recommendation of the Issuer's board of directors, potentially limiting independent decision-making.
• The investment intent of the Reporting Persons is subject to change, meaning they could acquire additional shares or dispose of their current holdings, which could impact market dynamics.

Future Outlook

The Reporting Persons retain the right to change their investment intent, including acquiring additional shares or other securities of the Issuer, or selling or disposing of their current holdings, subject to legal and Shareholders' Agreement provisions. No other specific future plans or proposals are disclosed.

Management Comments

• Wende L. Kotouc was appointed as a director of the Issuer in connection with the completion of the Merger.
• The Reporting Persons disclaim beneficial ownership of shares held by trusts except to the extent of their pecuniary interest.

Industry Context

StockSavvy.ai notes that this Schedule 13D filing follows a significant merger event, indicating a shift in the ownership landscape for Associated Banc-Corp. The disclosure of a substantial stake by the Kotouc Group, coupled with a board seat, suggests a potentially active and engaged shareholder base post-consolidation.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: The acquisition of a significant stake by the Kotouc Group and the appointment of Wende L. Kotouc to the board may influence future corporate strategy and governance. Transfer restrictions could impact immediate liquidity for these shareholders.
• Board of Directors: The addition of Wende L. Kotouc strengthens the board's representation and potentially brings new perspectives following the merger.
• Creditors/Suppliers: No direct impact indicated in this filing.

Next Steps

• The Reporting Persons may acquire additional shares or other securities of the Issuer.
• The Reporting Persons may sell or otherwise dispose of their shares of Common Stock.
• The transfer restrictions and voting obligations under the Shareholders' Agreement will terminate under specific conditions (e.g., JK Trust, TOK Trust, and AD Trust ceasing to hold at least 5% of the Issuer's voting securities).

Key Dates

Keywords

Schedule 13D, Associated Banc-Corp, Merger, Beneficial Ownership, Kotouc Group, American National Corporation, Common Stock, SEC Filing, Shareholders' Agreement, Director Appointment