ASSOCIATED BANC-CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

Commission file number:001-31343

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (920)491-7500

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes¨ No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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.¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. þ

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ Noþ

As of June 30, 2023, (the last business day of the registrant’s most recently completed second fiscal quarter) the aggregate market value of the voting stock held by nonaffiliates of the registrant was $2,422,814,728. This excludes $26,594,604 of market value representing the outstanding shares of the registrant owned by all directors and officers who may be deemed affiliates. This includes $44,867,332 of market value representing 1.83% of the outstanding shares of the registrant held in a fiduciary capacity by the trust company subsidiary of the registrant.

As of January 31, 2024,151,087,726 shares of common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for the Annual Meeting of Shareholders to be held on April 30, 2024 are incorporated by reference in this Form 10-K into Part III.

Auditor Name: KPMG LLP Auditor Location: Chicago, Illinois Auditor Firm ID:185

2023 Form 10-K Table of Contents

ASSOCIATED BANC-CORP

Commonly Used Terms

The following listing provides a reference of common acronyms, abbreviations, and other defined terms used throughout the document:

Special Note Regarding Forward-Looking Statements

This document, including the documents that are incorporated by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Exchange Act. You can identify forward-looking statements by words such as "may," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," "potential," "continue," "could," "future," "outlook," or the negative of those terms or other words of similar meaning. You should read statements that contain these words carefully because they discuss our future expectations or state other "forward-looking" information. Such forward-looking statements may relate to our financial condition, results of operations, plans, objectives, future performance, or business and are based upon the beliefs and assumptions of our management and the information available to our management at the time these disclosures are prepared. These forward-looking statements involve risks and uncertainties that we may not be able to accurately predict or control and our actual results may differ materially from those we described in our forward-looking statements. Shareholders should be aware that the occurrence of the events discussed under the heading Risk Factors in this document, and in the information incorporated by reference herein, could have an adverse effect on our business, results of operations, and financial condition. These factors, many of which are beyond our control, include the following.

•Credit risks, including changes in economic conditions and risk relating to our ACL.

•Liquidity and interest rate risks, including the impact of capital market conditions and changes in monetary policy on our borrowings and net interest income.

•Operational risks, including processing, information systems, cybersecurity, vendor problems, business interruption, and fraud risks.

•Strategic and external risks, including economic, political, and competitive forces impacting our business.

•Legal, compliance, and reputational risks, including regulatory and litigation risks.

•The risk that our analyses of these risks and forces could be incorrect and/or that the strategies developed to address them could be unsuccessful.

For a discussion of these and other risks that may cause actual results to differ from expectations, please refer to the Risk Factors Summary and Risk Factors sections of this document. The forward-looking statements contained or incorporated by reference in this document relate only to circumstances as of the date on which the statements are made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Risk Factors Summary

Our business is subject to a number of risks, a summary of which is set forth below. These risks are discussed more fully in Part I, Item 1A, Risk Factors herein.

Credit Risks

•Changes and instability in economic conditions, geopolitical matters and financial markets, including a contraction of economic activity, could adversely impact our business, results of operations and financial condition.

•Changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs, may adversely impact our business, financial condition, and results of operations.

•Our allowance for credit losses may be insufficient.

•We are subject to lending concentration risks.

•CRE lending may expose us to increased lending risks.

•We depend on the accuracy and completeness of information furnished by and on behalf of our customers and counterparties.

•Lack of system integrity or credit quality related to funds settlement could result in a financial loss.

•We are subject to environmental liability risk associated with lending activities.

Liquidity and Interest Rate Risks

•Impairment of our access to liquidity could affect our ability to meet our obligations.

•The proportion of our deposit account balances that exceed FDIC insurance limits may expose the Bank to enhanced liquidity risk in times of financial distress.

•Adverse changes to our credit ratings could limit our access to funding and increase our borrowing costs.

•We are subject to interest rate risk.

•The impact of interest rates on our mortgage banking business can have a significant impact on revenues.

•Changes in interest rates could reduce the value of our investment securities holdings which would increase our accumulated other comprehensive loss and thereby negatively impact stockholders’ equity.

•Changes in interest rates could also reduce the value of our residential mortgage-related securities and MSRs, which could negatively affect our earnings.

•We rely on dividends from our subsidiaries for most of our cash flow.

Operational Risks

•We face significant operational risks due to the high volume and the high dollar value nature of transactions we process.

•Unauthorized disclosure of sensitive or confidential client or customer information, whether through a cyber-attack, other breach of our computer systems or otherwise, could severely harm our business.

•Information security risks for financial institutions like us continue to increase in part because of new technologies, the increased use of the internet and telecommunications technologies (including mobile devices and cloud computing) to conduct financial and other business transactions, political activism, and the increased sophistication and activities of organized crime, perpetrators of fraud, hackers, terrorists and others.

•From time to time, the Corporation engages in acquisitions, including acquisitions of depository institutions. The integration of core systems and processes for such transactions often occurs after the closing, which may create elevated risk of cyber incidents.

•We rely heavily on communications and information systems to conduct our business. We have experienced cybersecurity attacks in the past and our communications and information systems may experience an interruption or breach in security from future attacks.

•We are subject to certain industry standards regarding our credit card-related services. Failure to meet those standards may significantly impact our ability to offer these services.

•Compliance with ever-evolving federal and state laws relating to the handling of information about individuals involves significant expenditure and resources, and any failure by us or our vendors to comply may result in significant liability, negative publicity, and/or an erosion of trust, which could materially adversely affect our business, results of operations, and financial condition.

•Any actual or perceived failure to comply with evolving regulatory frameworks around the development and use of artificial intelligence could adversely affect our business, results of operations, and financial condition.

•We are dependent upon third parties for certain information system, data management and processing services, and to provide key components of our business infrastructure.

•The potential for business interruption exists throughout our organization.

•Changes in the federal, state, or local tax laws may negatively impact our financial performance.

•Impairment of investment securities, goodwill, other intangible assets, or DTAs could require charges to earnings, which could result in a negative impact on our results of operations.

•Revenues from our investment management and asset servicing businesses are significant to our earnings.

•Climate change and related legislative and regulatory initiatives may result in operational changes and expenditures that could significantly impact our business.

•Severe weather, natural disasters, public health issues, civil unrest, acts of war or terrorism, and other external events could significantly impact our ability to conduct business.

•Increasing, complex and evolving regulatory, stakeholder, and other third party expectations on ESG matters could adversely affect our reputation, our access to capital and the market price of our securities.

Strategic and External Risks

•Our earnings are significantly affected by the fiscal and monetary policies of the federal government and its agencies.

•Our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively.

•We operate in a highly competitive industry and market area.

•Fiscal challenges facing the U.S. government could negatively impact financial markets which in turn could have an adverse effect on our financial position or results of operations.

•Consumers may decide not to use banks to complete their financial transactions.

•Our profitability depends significantly on economic conditions in the states within which we do business.

•The earnings of financial services companies are significantly affected by general business and economic conditions.

•New lines of business or new products and services may subject us to additional risk.

•Failure to keep pace with technological change could adversely affect our business.

•We may be adversely affected by risks associated with potential and completed acquisitions.

•Acquisitions may be delayed, impeded, or prohibited due to regulatory issues.

Legal, Regulatory, Compliance and Reputational Risks

•We are subject to extensive government regulation and supervision.

•The Bank faces risks related to the adoption of future legislation and potential changes in federal regulatory agency leadership, policies, and priorities.

•Recent volatility in the banking sector, triggered by the failures of Silicon Valley Bank, Signature Bank and First Republic Bank, may result in legislative initiatives, agency rulemaking activities, or changes in agency policies and priorities that could subject the Corporation and the Bank to enhanced government regulation and supervision.

•We will experience increases in FDIC insurance assessments due to the bank failures that occurred in 2023.

•Changes in requirements relating to the standard of conduct for broker-dealers under applicable federal and state law may adversely affect our business.

•The CFPB has reshaped the consumer financial laws through rulemaking and enforcement of the prohibitions against unfair, deceptive and abusive business practices. Compliance with any such change may impact the business operations of depository institutions offering consumer financial products or services, including the Bank.

•The Bank is periodically examined for mortgage-related issues, including mortgage loan and default services, fair lending, and mortgage banking.

•We may experience unanticipated losses as a result of residential mortgage loan repurchase or reimbursement obligations under agreements with secondary market purchasers.

•Fee revenues from overdraft protection programs constitute a significant portion of our noninterest income and may be subject to increased supervisory scrutiny.

•We are subject to examinations and challenges by tax authorities.

•We are subject to claims and litigation pertaining to fiduciary responsibility.

•We are a defendant in a variety of litigation and other actions, which may have a material adverse effect on our financial condition and results of operation.

•Negative publicity could damage our reputation.

•Ethics or conflict of interest issues could damage our reputation.

Risks Related to an Investment in Our Securities

•The price of our securities can be volatile.

•There may be future sales or other dilution of our equity, which may adversely affect the market price of our securities.

•We may reduce or eliminate dividends on our common stock.

•Common stock is equity and is subordinate to our existing and future indebtedness and preferred stock and effectively subordinated to all the indebtedness and other non-common equity claims against our subsidiaries.

•Our articles of incorporation, bylaws, and certain banking laws may have an anti-takeover effect.

•An investment in our common stock is not an insured deposit.

•An entity holding as little as a 5% interest in our outstanding common stock could, under certain circumstances, be subject to regulation as a "bank holding company."

•Our ability to originate residential mortgage loans for portfolio has been adversely affected by the increased competition

resulting from the unprecedented involvement of the U.S. government and GSEs in the residential mortgage market.

General Risk Factors

•Changes in our accounting policies or in accounting standards could materially affect how we report our financial results.

•Our internal controls may be ineffective.

•We may not be able to attract and retain skilled people.

•Loss of key employees may disrupt relationships with certain customers.