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ASSOCIATED BANC-CORP

For the period ended Dec 31, 2024. Filed Feb 12, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 12, 2025

ASB$30.91+0.1%Stored close · as of Nov 10, 2026

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Item 15. Exhibits and Financial Statement Schedules

ITEM 15.Exhibits and Financial Statement Schedules

(a) 1 and 2 Financial Statements and Financial Statement Schedules

The following financial statements and financial statement schedules are included under a separate caption Financial Statements and Supplementary Data in Part II, Item 8 hereof and are incorporated herein by reference.

Consolidated Balance Sheets — December 31, 2024 and 2023

Consolidated Statements of Income — For the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statements of Comprehensive Income — For the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statements of Changes in Stockholders’ Equity — For the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statements of Cash Flows — For the Years Ended December 31, 2024, 2023, and 2022

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

(a) 3 Exhibits Required by Item 601 of Regulation S-K

ExhibitNumberDescription
(2)Membership Interest Purchase Agreement, dated May 4, 2020, by and between Associated Bank, N.A. and USI Insurance Services LLCExhibit (2) to Report on Form 10-Q filed on May 11, 2020
(3)(a)Amended and Restated Articles of IncorporationExhibit (3) to Report on Form 10-Q filed on May 8, 2006
(3)(b)Articles of Amendment to the Amended and Restated Articles of Incorporation of Associated Banc-Corp regarding the rights and preferences of preferred stock, effective April 25, 2012Exhibit (3.1 and 4.1) to Report on Form 8-K filed on April 25, 2012
(3)(c)Articles of Amendment to the Amended and Restated Articles of Incorporation of Associated Banc-Corp with respect to its 5.875% Non-Cumulative Perpetual Preferred Stock, Series E, dated September 21, 2018Exhibit (3.1,4.1) to Report on Form 8-K filed on September 26, 2018
(3)(d)Amended and Restated Bylaws of Associated Banc-Corp, as amended through February 2, 2021Exhibit (3.1(l)) to Report on Form 10-K filed on February 9, 2021
(3)(e)Articles of Amendment to the Amended and Restated Articles of Incorporation of Associated Banc-Corp with respect to its 5.625% Non-Cumulative Perpetual Preferred Stock, Series F, dated June 10, 2020Exhibit (3.1,4.1) to Report on Form 8-K filed on June 15, 2020
(4)(a)Instruments Defining the Rights of Security Holders, Including Indentures
The Parent Company, by signing this report, agrees to furnish the SEC, upon its request, a copy of any instrument that defines the rights of holders of long-term debt of the Corporation and its consolidated and unconsolidated subsidiaries for which consolidated or unconsolidated financial statements are required to be filed and that authorizes a total amount of securities not in excess of 10% of the total assets of the Corporation on a consolidated basis
(4)(b)Indenture, dated as of March 14, 2011, between Associated Banc-Corp and The Bank of New York Mellon Trust Company, N.A.Exhibit (4.1) to Report on Form 8-K filed on March 28, 2011
(4)(c)Subordinated Indenture, dated as of November 13, 2014, between Associated Banc-Corp and The Bank of New York Mellon Trust Company, N.A., as trusteeExhibit (4.1) to Report on Form 8-K filed on November 18, 2014
(4)(d)Global Note dated as of November 13, 2014 representing $250,000,000 4.250% Subordinated Note due 2025Exhibit (4.3) to Report on Form 8-K filed on November 18, 2014
(4)(e)Deposit Agreement, dated September 26, 2018, among Associated Banc-Corp, Equiniti Trust Company and the holders from time to time of the Depositary Receipts described therein, and form of Depositary ReceiptExhibit (4.2) to Report on Form 8-K filed on September 26, 2018
(4)(f)Description of Associated Banc-Corp’s SecuritiesFiled herewith
(4)(g)Deposit Agreement, dated June 15, 2020, among Associated Banc-Corp, Equiniti Trust Company and the holders from time to time of the Depositary Receipts, and form of Depositary ReceiptsExhibit (4.2) to Report on Form 8-K filed on June 15, 2020
(4)(h)Form of Global Note dated as of February 10, 2023 representing $300,000,000 6.625% Fixed-Rate Reset Subordinated Notes Due 2033Exhibit (4.1) to Report on Form 8-K filed on February 10, 2023
(4)(i)Form of Global Note dated as of August 29, 2024 representing $300,000,000 6.455% Fixed Rate / Floating Rate Senior Notes Due 2030Exhibit (4.1) to Report on Form 8-K filed on August 26, 2024
*(10)(a)Associated Banc-Corp 1987 Long-Term Incentive Stock Plan, Amended and Restated Effective January 1, 2008Exhibit (10)(a) to Report on Form 10-K filed on February 26, 2009
*(10)(b)Associated Banc-Corp 1999 Long-Term Incentive Stock Plan, Amended and Restated Effective January 1, 2008Exhibit (10)(b) to Report on Form 10-K filed on February 26, 2009
*(10)(c)Associated Banc-Corp 2003 Long-Term Incentive Stock Plan, Amended and Restated Effective January 1, 2008Exhibit (10)(c) to Report on Form 10-K filed on February 26, 2009
*(10)(d)Associated Banc-Corp 2020 Incentive Compensation PlanAppendix A to the Proxy Statement on Schedule 14A filed on March 13, 2020, as supplemented, in connection with the 2020 Annual Meeting of Shareholders of Associated Banc-Corp
*(10)(e)Associated Banc-Corp Deferred Compensation PlanExhibit (10)(h) to Report on Form 10-K filed on February 26, 2009
*(10)(f)Associated Banc-Corp Directors’ Deferred Compensation Plan, Restated Effective December 4, 2018Exhibit (10)(e) to Report on Form 10-K filed on February 19, 2019
*(10)(g)Associated Banc-Corp Deferred Compensation Plan, Restated Effective November 1, 2015Exhibit (10)(f) to Report on Form 10-K filed on February 5, 2016
*(10)(h)Amendment to Associated Banc-Corp 2003 Long-Term Incentive Stock Plan effective November 15, 2009Exhibit (99.2) to Report on Form 8-K filed on November 16, 2009
*(10)(i)Associated Banc-Corp 2010 Incentive Compensation PlanExhibit (99.1) to Report on Form 8-K filed on April 29, 2010
*(10)(j)Associated Banc-Corp 2013 Incentive Compensation PlanAppendix A to Definitive Proxy Statement filed on March 14, 2013
*(10)(k)Associated Banc-Corp 2017 Incentive Compensation PlanAppendix A to Definitive Proxy Statement filed on March 14, 2017
*(10)(l)Form of Non-Qualified Stock Option AgreementExhibit (99.3) to Report on Form 8-K filed on January 27, 2012
*(10)(m)Associated Banc-Corp Change of Control Plan, Restated Effective September 28, 2011Exhibit (10.1) to Report on Form 8-K filed on September 30, 2011
*(10)(n)Form of Performance-Based Restricted Stock Unit AgreementExhibit (10.2) to Report on Form 10-Q filed on August 4, 2014
*(10)(o)Supplemental Executive Retirement Plan, Restated Effective January 22, 2013Exhibit (99.1) to Report on Form 8-K filed on January 22, 2013
*(10)(p)Supplemental Executive Retirement Plan, Restated Effective November 16, 2015Exhibit (10)(p) to Report on Form 10-K filed on February 5, 2016
*(10)(q)Form of Change of Control Agreement, by and among Associated Banc-Corp and the executive officers of Associated Banc-Corp.Exhibit (10.1) to Report on Form 8-K filed on December 6, 2017
*(10)(r)Offer Letter, dated March 4, 2021, by and between Associated Banc-Corp, and Andrew J. HarmeningExhibit (10.1) to Report on Form 8-K filed March 10, 2021
*(10)(s)Retirement Agreement, dated as of July 26, 2024, by and between Associated Banc-Corp and Tammy C. StadlerExhibit (10) to Report on Form 10-Q filed October 29, 2024
(19)Insider Trading PolicyFiled herewith
(21)Subsidiaries of Associated Banc-CorpFiled herewith
(23)Consent of Independent Registered Public Accounting FirmFiled herewith
(24)Powers of AttorneyFiled herewith
(31.1)Certification Under Section 302 of Sarbanes-Oxley by Andrew J. Harmening, Chief Executive OfficerFiled herewith
(31.2)Certification Under Section 302 of Sarbanes-Oxley by Derek S. Meyer, Chief Financial OfficerFiled herewith
(32)Certification by the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of Sarbanes-Oxley.Filed herewith
(101)Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.Filed herewith
(104)Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101)Filed herewith
*Management contracts and arrangements.

Schedules and exhibits other than those listed are omitted for the reasons that they are not required, are not applicable or that equivalent information has been included on the financial statements and notes thereto or elsewhere within.

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