Associated Banc-corp · NYSE:ASB
Associated Banc-corp — Merger or Acquisition (December 2025)
16 slides from Associated Banc-corp's merger presentation, Dec 1, 2025
Slide 1: Associated Banc-Corp to Acquire American National Corporation
Associated Banc-Corp to Acquire American National Corporation December 1, 2025 ASB LISTED NYSE
Slide 2: Cautionary Note Regarding Forward-Looking Statements
Cautionary Note Regarding Forward-Looking Statements This communication may contain certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the plans, objectives, expectations a
Slide 3: Cautionary Note Regarding Forward-Looking Statements
Cautionary Note Regarding Forward-Looking Statements …the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement between Associated and American National; the outcome of any legal proceedings that may b
Slide 4: Important Additional Information
Important Additional Information In connection with the proposed transaction, Associated will file relevant materials with the SEC, including a registration statement on Form S-4 that will include a prospectus of Associated. SHAREHOLDERS OF AMERICAN NATIONAL ARE URGED TO READ THE REGISTRATION STATEM
Slide 5: Accelerating Growth Strategy
Accelerating Growth Strategy Partnership with American National Corporation (ANC) aligns with ASB’s strategic priorities Expanded Presence Financially Attractive Strong Cultural in Strategic Growth Partnership Alignment Markets1 ▪ Entry into the Omaha MSA ▪ 2.0% 2027E EPS accretion ▪ Similar custome
Slide 6: Transaction Terms
Transaction Terms ▪ Merger consideration: 100% stock Structure & ▪ Fixed exchange ratio: Associated to issue 36.250 ASB shares for each ANC share Ownership ▪ Pro forma ownership: 88% Associated / 12% American National ▪ $604M aggregate consideration to ANC1 ▪ Deal Value / ANC TBV2: 1.14x Transaction
Slide 7: American National Corporation Profile
American National Corporation Profile1 Company Highlights Branch Footprint 1856 Omaha, NE $5.3B 2 Primary Founded Headquarters Assets Shareholders 82% 1.12% 13.2% 0.15% 10-Yr. Avg. Loans / Deposits ROAA2 CET1 Ratio NCOs / Avg. Loans (33) Attractive Business Mix 0.4% share IB- Mpls / St. (#18) Demand
Slide 8: Expanded Presence in Strategic Growth Markets
Expanded Presence in Strategic Growth Markets Strategic Growth Markets Proj. Population Growth1 (2026-2031) Minneapolis / Omaha MSA St. Paul MSA 3.3% 2.6% 2.3% Market Overview Population (M)1 1.0 3.8 1.0% Market Deposits ($B)2 $42 $233 Omaha MSA Minneapolis / Midwest Avg. 5 Nat'l Avg. St. Paul MSA U
Slide 9: Financially Attractive Partnership
Financially Attractive Partnership Attractive Financial Impact 2.0% 1.2% 2.25 yrs. ~24% 2027E EPS Accretion TBVPS1 Dilution TBVPS1 Earn-back IRR Enhanced Pro Forma Profitability + ~5 bps + ~60 bps - ~175 bps 2027E ROAA 2027E ROATCE1 2027E Efficiency Ratio Strengthened Pro Forma Balance Sheet $50B $3
Slide 10: Dynamic Pro Forma Franchise
Dynamic Pro Forma Franchise1 Partnership complements & enhances Associated’s growth strategy Pro Forma Branch Footprint Strengthens Midwest Footprint ▪ Pro forma franchise holds top 10 deposit market Green Bay share ranking in Green Bay, Madison, Omaha, Minneapolis / St. Paul #1 Milwaukee, & Minneap
Slide 11: Pro Forma Loan & Deposit Composition
Pro Forma Loan & Deposit Composition1 Pro Forma Total Loans2 CRE Comm'l & CRE Comm'l & 24% Business Comm'l & 25% Business Lending CRE Business Lending 33% 38% Lending 41% 40% $31.0B $3.8B $34.8B Residential Residential Mortgage Mortgage 22% 20% Auto Other Auto Finance Auto Finance 4% 21% Residential
Slide 12: Associated's Disciplined Approach to M&A
Associated’s Disciplined Approach to M&A ASB’s approach to M&A is aligned with a disciplined growth strategy & prudent risk appetite Rigorous Due Diligence and Integration Planning Process Due Diligence Focus Areas ✓ Comprehensive due diligence across all 12 functional areas Consumer & Business Bank
Slide 13: Appendix
Appendix
Slide 14: Key Transaction Assumptions
Key Transaction Assumptions ▪ Associated earnings based on street analyst consensus Earnings Estimates ▪ American National earnings based on Associated management projections ▪ Cost savings equal to 25%, or $29M, of American National’s noninterest expense base Synergies ▪ Realized 50% in 2026E and 1
Slide 15: Estimated Pro Forma EPS and TBVPS Reconciliation
Estimated Pro Forma EPS and TBVPS Reconciliation1 4 Estimated EPS Accretion Estimated TBVPS at Close $M, except per share values 2027E Basic $ per $M shares (M) share ASB net income $518 4 ASB standalone TBV at close $3,725 166 $22.45 2 ANC net income $68 Combined net income $587 (+) Equity consider
Slide 16: Reconciliation & Definitions of Non-GAAP Items
Reconciliation & Definitions of Non-GAAP Items Associated Banc-Corp Financials Tangible Book Value Per Share (TBVPS) Reconciliation ($ in millions, except common shares outstanding & per share data) 3Q 2025 Common equity $4,674 Less: Goodwill and other intangible assets, net 1,130 Tangible common eq
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