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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) | December 4, 2024

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 7.01 | Regulation FD Disclosure

Associated Banc-Corp (the “Company”) is furnishing herewith a strategic update presentation providing detailed information about the balance sheet repositioning described under Item 8.01 of this Current Report on Form 8-K.

Item 8.01 | Other Events.

On December 4, 2024, the Company announced balance sheet repositioning transactions intended to accelerate the Company’s organic growth strategy.

The press release issued by the Company on December 4, 2024 related to the balance sheet repositioning transactions is attached hereto as Exhibit 99.1 and incorporated herein by reference, and the strategic update presentation described under Item 7.01, above, is furnished herewith as Exhibit 99.2.

Item 9.01 | Financial Statements and Exhibits.

(d) Exhibits

99.1 | Press Release dated December 4, 2024

99.2 | Strategic Update Presentation dated December 4, 2024

104 | Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: December 4, 2024 | By: /s/ Randall J. Erickson
| Randall J. Erickson
| Executive Vice President, General Counsel and Corporate Secretary

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