Associated Banc-Corp (ASB) M&A Announcement summary

Deal rationale and strategic fit

• The merger expands presence in Omaha and Minneapolis/St. Paul, achieving #2 and #10 deposit market share ranks, and aligns with a strategy to build a high-performing, diversified Midwestern banking franchise.

• Enhances Midwest scale, with 76% of pro forma deposits in the 10 largest Upper Midwest MSAs, and broadens reach across Wisconsin, Illinois, Minnesota, Missouri, Nebraska, and Iowa.

• Both organizations share strong cultural alignment, conservative credit cultures, and a focus on community engagement and local service.

• The deal enhances organic growth by leveraging local teams and layering in expanded product capabilities.

• The merger is seen as a natural fit, not a pivot from organic growth but an enhancement.

Financial terms and conditions

• All-stock transaction with a fixed exchange ratio: 36.25 shares of Associated stock for each share of American National.

• Total deal value is approximately $604 million, representing 1.14x tangible book value and 9.2x 2026 estimated earnings (6.8x with cost synergies).

• Associated shareholders will own 88% and American National shareholders 12% of the combined company.

• The deal includes a 1.6% core deposit premium.

• $47 million in merger charges are expected, considered typical for such transactions.

Synergies and expected cost savings

• Cost savings of 25% ($29.2 million of American National's expense base) are targeted, with 50% realized in 2026 and 100% thereafter.

• EPS accretion of 2% expected in 2027, with a tangible book value dilution of 1.2% and a 2.25-year earnback period.

• Revenue synergies are expected from expanded product offerings, especially in private wealth and consumer banking, but are not modeled.

• The transaction is projected to deliver a 24% IRR.