Lapses in attention can negatively impact later memory of an experience. Attention and encoding resources are thought to decline as more experiences are encountered in succession, accounting for the primacy effect in which memory is better for items encountered early compared to late in a study list. However, accessing prior knowledge during study can facilitate subsequent memory, suggesting a potential avenue to counteract this decline. Here, we investigated the extent to which semantic associations-shared meaning between experiences-can counteract declines in encoding resources. Our hypothesis is that semantic associations restore neural encoding mechanisms, which in turn improves memory. We recorded scalp electroencephalography (EEG) while male and female human participants performed a delayed free recall task. Half of the items from late in each study list were semantically associated with an item presented earlier in the list. We find that semantic associations improve memory specifically for late list items and selectively modulate the neural signals engaged during the study of late list items. Relative to other recalled items, late list items that are subsequently semantically clustered-recalled consecutively with their semantic associate-elicit increased high-frequency activity and decreased low-frequency activity, a hallmark of successful encoding. Our findings demonstrate that semantic associations restore neural encoding mechanisms and improve later memory. More broadly, these findings suggest that prior knowledge modulates the orientation of attention to influence encoding mechanisms.