Form 8-K

8-K — ASSOCIATED BANC-CORP

Accession: 0001104659-26-050452

Filed: 2026-04-28

Period: 2026-04-28

CIK: 0000007789

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Submission of Matters to a Vote of Security Holders

Item: Other Events

Item: Financial Statements and Exhibits

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EX-99.1 — EXHIBIT 99.1 (tm2612990d1_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section

13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

April 28, 2026

Associated Banc-Corp

(Exact name of registrant as specified in its charter)

Wisconsin

001-31343

39-1098068

(State or other jurisdiction of incorporation)

(Commission

File Number)

(IRS Employer Identification No.)

433 Main Street, Green Bay, Wisconsin

54301

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code

(920) 491-7500

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant

under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section

12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which

registered

Common Stock, par value $0.01 per share

ASB

The New York Stock Exchange

Depositary Shrs, each representing 1/40th intrst in a shr of 5.875% Non-Cum. Perp Pref Stock, Srs E

ASB PrE

The New York Stock Exchange

Depositary Shrs, each representing 1/40th intrst in a shr of 5.625%

Non-Cum. Perp Pref Stock, Srs F ASB PrF The New York Stock Exchange

6.625%

Fixed-Rate Reset Subordinated Notes due 2033 ASBA The New York Stock Exchange

Indicate by check mark whether

the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this

chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended

transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of

the Exchange Act. ¨

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On April 28, 2026, Associated Banc-Corp (the “Company”) held its 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). The results of the matters submitted to a shareholder vote at the 2026 Annual Meeting were as follows:

(1) Election of the below-named nominees to the Board of Directors of the Company:

Nominee

Number of

Votes

FOR

Number of

Votes

Withheld

Broker

Non-Votes

Judith P. Greffin

130,155,184

1,210,292

13,108,162

Michael J. Haddad

130,226,687

1,138,789

13,108,162

Andrew J. Harmening

129,829,956

1,535,520

13,108,162

Rodney Jones-Tyson

129,421,918

1,943,558

13,108,162

Eileen A. Kamerick

122,553,395

8,812,081

13,108,162

Kristen M. Ludgate

129,121,986

2,243,490

13,108,162

Cory L. Nettles

128,562,118

2,803,358

13,108,162

Owen J. Sullivan

129,432,519

1,932,957

13,108,162

Karen T. van Lith

128,554,846

2,810,630

13,108,162

John (Jay) B. Williams

128,646,303

2,719,173

13,108,162

Each of the nominees was elected by the Company’s shareholders.

(2) Advisory approval of Associated Banc-Corp’s named executive officer

compensation:

Number of Votes

FOR

Number of

Votes

Against

Withheld/Abstentions

Broker

Non-Votes

126,765,634

3,823,674

776,168

13,108,162

This matter was approved by the Company’s shareholders.

(3) Ratification of KPMG LLP as the independent registered public accounting

firm for the Company for the year ending December 31, 2026:

Number of Votes

FOR

Number of

Votes

Against

Withheld/Abstentions

Broker

Non-Votes

140,967,796

3,108,092

397,750

This matter was approved by the Company’s shareholders.

(4) Election of Wende Kotouc as a Director:

Number of Votes

FOR

Number of

Votes

Withheld

Broker

Non-Votes

126,244,581

2,561,853

15,106,181

This nominee was elected by the Company’s shareholders.

Item 8.01.

Other Events.

On April 28,

2026, the Board declared a dividend on the Company’s outstanding common stock; outstanding 5.875% Preferred Stock, Series E Depositary

Shares; and outstanding 5.625% Series F Depositary Shares. In addition, the Board authorized the repurchase of up to $100

million of Associated’s common stock. This repurchase authorization is in addition to the authority remaining under the previous

program. The Board also established a Technology Committee of the Board. The press release issued by the Company

on April 28, 2026, relating to the foregoing information is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

99.1

Press Release dated April 28, 2026

104

Cover Page Interactive Data File the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the

requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned

hereunto duly authorized.

Associated Banc-Corp

(Registrant)

Date: April 28, 2026

By:

/s/ Randall J. Erickson

Randall J. Erickson

Executive Vice President, General Counsel and Corporate Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2612990d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

NEWS

RELEASE

Investor Contact:

Ben McCarville, Vice President, Director

of Investor Relations

920-491-7059

Media Contact:

Andrea Kozek, Vice President, Public

Relations Senior Manager

920-491-7518

Associated

Announces Annual Meeting Results;

Dividends;

Stock Repurchase Program; and

New

Technology Committee

GREEN BAY, Wis. –– April 28, 2026 ––

Associated Banc-Corp (NYSE:ASB) (“Associated”) today announced the results of the actions taken at its 2026 Annual Meeting

of Shareholders.

Annual Meeting Results

The following directors were elected:

- John (Jay) B. Williams, chairman, Associated Banc-Corp, and chairman, Church Mutual Insurance Company

- Owen J. Sullivan, vice chairman, Associated Banc-Corp, and former president and chief operating officer of the former NCR Corporation

- Andrew J. Harmening, president and chief executive officer, Associated Banc-Corp

- Judith P. Greffin, former chief investment officer, Allstate Corporation

- Michael J. Haddad, chair of the board of directors, Schreiber Foods, Inc.

- Rodney Jones-Tyson, global chief human resources officer, Baird Financial Group

- Eileen A. Kamerick, adjunct professor of law and consultant

- Wende L. Kotouc, former executive co-chairperson and chief executive officer of American National Bank and executive vice president

of American National

- Kristen M. Ludgate, former strategic advisor and former Chief People Officer at HP Inc.

- Cory L. Nettles, founder and managing director, Generation Growth Capital, Inc.

- Karen T. van Lith, founder and CEO of APEL Worldwide, LLC

Shareholders also (1) approved named executive officer compensation,

and (2) ratified the selection of KPMG LLP as Associated’s independent accounting firm for 2026.

The Board of Directors recognized R. Jay Gerken, Robert A. Jeffe, and

Gale E. Klappa as they retired from the Board. “We are deeply grateful to Jay Gerken, Bob Jeffe and Gale Klappa for their many years

of service and leadership,” said John (Jay) B. Williams, Chairman of the Board. “In recognition of their contributions, the

Company has made a $25,000 charitable donation in each director’s honor to the charity of their choice. We thank them for their

dedication and wish them the very best.”

Dividends Declared

The Associated Board of Directors declared a regular quarterly cash

dividend of $0.24 per common share, payable on June 15, 2026, to shareholders of record at the close of business on June 1, 2026.

The Board of Directors also declared a regular quarterly cash dividend

of $0.3671875 per depositary share on Associated’s 5.875% Series E Perpetual Preferred Stock, payable on June 15, 2026, to shareholders

of record at the close of business on June 1, 2026.

The Board of Directors also declared a regular quarterly cash dividend

of $0.3515625 per depositary share on Associated’s 5.625% Series F Perpetual Preferred Stock, payable on June 15, 2026, to shareholders

of record at the close of business on June 1, 2026.

Stock Repurchase Program

In addition, the Board authorized the repurchase of up to $100 million

of Associated’s common stock. This repurchase authorization is in addition to the authority remaining under the previous program.

With this repurchase authorization, the total authorization to repurchase common stock is $214 million as of April 28, 2026. Repurchases

under such programs are subject to regulatory limitations and may occur from time to time in open market purchases, block transactions,

accelerated share repurchase programs or similar facilities.

Technology Committee Established

The Board of Directors also established a Technology Committee of the

Board. The Technology Committee will oversee Associated’s data management, information technology, information security, vendor

management, and measures taken by Associated to assess and mitigate risks in such areas.

ABOUT ASSOCIATED BANC-CORP

Associated Banc-Corp (NYSE: ASB) has total assets of approximately

$50 billion and is the largest bank holding company based in Wisconsin. Headquartered in Green Bay, Wisconsin, Associated is a leading

Midwest banking franchise, offering a full range of financial products and services from over 200 banking locations throughout Wisconsin,

Illinois, Iowa, Minnesota, Missouri and Nebraska. The Company also operates loan production offices in Indiana, Kansas, Michigan, New

York, Ohio and Texas. Associated Bank, N.A. is an Equal Housing Lender, Equal Opportunity Lender and Member FDIC. More information about

Associated Banc-Corp is available at www.associatedbank.com.

FORWARD-LOOKING STATEMENTS

Statements made in this presentation which are not purely

historical are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. This includes any

statements regarding management’s plans, objectives, or goals for future operations, products or services, and forecasts of

its revenues, earnings, or other measures of performance. Such forward-looking statements may be identified by the use of words such

as “believe,” “expect,” “anticipate,” “plan,” “estimate,”

“should,” “intend,” "target,” “outlook,” “project,”

“guidance,” “forecast,” or similar expressions. Forward-looking statements are based on current management

expectations and, by their nature, are subject to risks and uncertainties. Actual results may differ materially from those contained

in the forward-looking statements. Factors which may cause actual results to differ materially from those contained in such

forward-looking statements include the ability to complete the proposed transaction involving Associated Banc-Corp

("Associated") and American National Bank ("American National") and to integrate the two businesses successfully

and in a timely manner, if at all; the possibility that the anticipated benefits of the transaction are not realized when expected

or at all; and such other risk factors as identified in the Company’s most recent Form 10-K and subsequent Form 10-Qs and

other SEC filings, and such factors are incorporated herein by reference.

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