S-8

As filed with the Securities and Exchange Commission on June 30, 2023

Registration No. 333-        

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ASSOCIATED BANC-CORP

(Exact name of registrant as specified in its charter)

Wisconsin (State or other jurisdiction of incorporation or organization) 39 1098068 (I.R.S. Employer Identification No.)

433 Main Street
Green Bay, Wisconsin	54301
(Address of Principal Executive Offices)	(Zip Code)

Associated Banc-Corp

Employee Stock Purchase Plan

as amended and restated

(Full title of the plan)

Randall J. Erickson

Executive Vice President, General Counsel & Corporate Secretary

433 Main Street

Green Bay, Wisconsin 54301

(Name and address of agent for service)

(608) 238-8008

(Telephone number, including area code, of agent for service)

With copies to:

C.J. Wauters

Godfrey & Kahn, S.C.

833 East Michigan Street, Suite 1800

Milwaukee, Wisconsin 53202

(414) 273-3500

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.

Large accelerated filer x	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company ¨
	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 7(a)(2)(B) of the Securities Act. ¨

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This Registration Statement is being filed by Associated Banc-Corp (the “Registrant”) pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”).  The information in the Registration Statements on Form S-8 relating to the Associated Banc-Corp Employee Stock Purchase Plan previously filed by the Registrant pursuant to the Securities Act (Registration Nos. 333-208104, 33-67436 and 33-152377) is hereby incorporated by reference into this Registration Statement.

Exhibits

5.1	Opinion of Godfrey & Kahn, S.C.
23.1	Consent of Godfrey & Kahn, S.C. (included in Exhibit 5.1)
23.2	Consent of KPMG LLP
24.1	Powers of Attorney
107	Filing Fee Table

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Green Bay, State of Wisconsin, on June 30, 2023.

Associated Banc-Corp
By:	/s/ Andrew J. Harmening
	Andrew J. Harmening
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Andrew J. Harmening	President and Chief Executive Officer	June 30, 2023
Andrew J. Harmening	(principal executive officer)
/s/ Derek S. Meyer	Chief Financial Officer	June 30, 2023
Derek S. Meyer	(principal financial officer)
/s/ Tammy C. Stadler	Chief Accounting Officer	June 30, 2023
Tammy C. Stadler	(principal accounting officer)

Directors: 

R. Jay Gerken, Judith P. Greffin, Michael J. Haddad, Andrew J. Harmening, Robert A. Jeffe, Eileen A. Kamerick, Gale E. Klappa, Cory L. Nettles, Karen T. van Lith and John (Jay) B. Williams  

*By:	/s/ Randall J. Erickson	June 30, 2023
	Randall J. Erickson
	As Attorney-in-Fact*

*Pursuant to authority granted by powers of attorney, copies of which are filed herewith. 

EXHIBIT INDEX

5.1	Opinion of Godfrey & Kahn, S.C.
23.1	Consent of Godfrey & Kahn, S.C. (included in Exhibit 5.1)
23.2	Consent of KPMG LLP
24.1	Powers of Attorney
107	Filing Fee Table

EX-5.1

Exhibit 5.1

 

June 30, 2023

Associated Banc-Corp

433 Main Street

Green Bay, Wisconsin 54301

Ladies and Gentlemen:

We have acted as your counsel in connection with the issuance by Associated Banc-Corp, a Wisconsin corporation (the “Company”), of up to an additional 1,000,000 shares of common stock, $0.01 par value (the “Shares”), pursuant to the Associated Banc-Corp Employee Stock Purchase Plan, as amended and restated (the “Plan”), as described in the prospectus dated June 30, 2023 (the “Prospectus”) relating to the Company’s Registration Statement on Form S-8, to be filed with the Securities and Exchange Commission on June 30, 2023 (the “Registration Statement”).

We have examined: (a) the Plan, the Prospectus and the Registration Statement, (b) the Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, each as amended to date, (c) certain resolutions of the Company’s Board of Directors, and (d) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Godfrey & Kahn, S.C.

GODFREY & KAHN, S.C.

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the use of our reports dated February 13, 2023, with respect to the consolidated financial statements of Associated Banc-Corp, and the effectiveness of internal control over financial reporting, incorporated herein by reference.

/s/ KPMG LLP

Chicago, Illinois

June 30, 2023

EX-24.1

Exhibit 24.1

DIRECTORS’ POWER OF ATTORNEY
for Registration Statement on Form S-8
Associated Banc-Corp Employee Stock Purchase Plan

Each of the undersigned directors of Associated Banc-Corp (the “Company”) hereby designates and appoints Randall J. Erickson as the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the purpose of doing any and all acts and things and executing any and all instruments which said attorney and agent may deem necessary or advisable or which may be required to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, in connection with the filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”) in connection with the Associated Banc-Corp Employee Stock Purchase Plan, including specifically, but without limiting the generality of the foregoing, the power and authority to sign in the name and on behalf of the undersigned, in his or her capacity as a director of the Company, any such Registration Statement and any and all amendments, including any or all post-effective amendments, and supplements to the Registration Statement, whether on Form S-8 or otherwise, and any other instruments or documents filed as a part of or in connection therewith, and each of the undersigned does hereby ratify and confirm all that said attorney and agent may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned have each executed this Power of Attorney for Registration Statement on Form S-8, on one or more counterparts, as of the 28^th day of June 2023.

/s/ Jay Gerken	/s/ Eileen A. Kamerick
R. Jay Gerken	Eileen A. Kamerick
/s/ Judith P. Greffin	/s/ Gale E. Klappa
Judith P. Greffin	Gale E. Klappa
/s/ Michael J. Haddad	/s/ Cory L. Nettles
Michael J. Haddad	Cory L. Nettles
/s/ Andrew J. Harmening	/s/ Karen T. van Lith
Andrew J. Harmening	Karen T. van Lith
/s/ Robert A. Jeffe	/s/ John (Jay) B. Williams
Robert A. Jeffe	John (Jay) B. Williams

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-8
(Form Type)

Associated Banc-Corp
(Exact Name of Registrant as Specified in its Charter)

Table 1. Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)		Proposed Maximum Offering Price Per Unit(2)		Maximum Aggregate Offering Price		Fee Rate	Amount of Registration Fee(2)
Equity	Common Stock, $0.01 par value per share	Rule 457(c)		1,000,000	$	15.94	$	15,940,000	$110.20 per $1,000,000	$	1,756.59
Total Offering Amount							$	15,940,000		$	1,756.59
Total Fee Offsets										$	0
Net Fee Due										$	1,756.59

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the amount to be registered includes an indeterminate number of shares of Common Stock that may become issuable as a result of stock dividend, stock split, stock distribution or other recapitalization, as provided in the Employee Stock Purchase Plan.

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act.  The price per share and aggregate offering price are calculated based on the average of the high and low sales prices of the Registrant’s common stock on the New York Stock Exchange on June 27, 2023, in accordance with Rule 457(c) under the Securities Act.