false
0000007789
0000007789
2026-09-21
2026-09-21
0000007789
us-gaap:CommonStockMember
2026-09-21
2026-09-21
0000007789
exch:XNYS
us-gaap:SeriesEPreferredStockMember
2026-09-21
2026-09-21
0000007789
exch:XNYS
us-gaap:SeriesFPreferredStockMember
2026-09-21
2026-09-21
0000007789
asb:FixedRate6.625PercentageResetSubordinatedNotesDue2033Member
2026-09-21
2026-09-21
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 OR 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported) |
September 21, 2026 |
| (Exact name of registrant as specified in its charter) |
| Wisconsin |
001-31343 |
39-1098068 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 433 Main Street, Green Bay, Wisconsin |
54301 |
| (Address of principal executive offices) |
(Zip code) |
| Registrant’s telephone number, including area code |
(920) 491-7500 |
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class
| Trading
Symbol(s)
| Name of each exchange on which
registered
|
| Common Stock, par value $0.01 per share
| ASB
| The New York Stock Exchange
|
| Depositary Shrs, each representing 1/40th intrst in a shr of 5.875% Non-Cum. Perp Pref Stock, Srs E
| ASB PrE
| The New York Stock Exchange
|
| Depositary Shrs, each representing 1/40th intrst in a shr of 5.625%
Non-Cum. Perp Pref Stock, Srs F | ASB PrF | The New York Stock Exchange |
| 6.625%
Fixed-Rate Reset Subordinated Notes due 2033 | ASBA | The New York Stock Exchange |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of
the Exchange Act. ¨
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
As previously announced, Randall J. Erickson, Executive Vice President,
General Counsel and Corporate Secretary of Associated Banc-Corp (the “Company”), will retire from his position, effective
October 13, 2026 (“Effective Date”). Mr. Erickson will remain in an advisory capacity through the end of 2026 to ensure a
successful transition of his duties. In connection with the transition, the Company and Mr. Erickson entered into the Employment Transition
– Letter Agreement dated September 21, 2026 (the “Letter Agreement”), providing that Mr. Erickson will serve in the
role of Attorney-Advisor from the Effective Date to January 4, 2027 (the “Retirement Date”), reporting to the Company’s
Chief Executive Officer and having such duties, authority and responsibility as the Chief Executive Officer and the General Counsel and
Corporate Secretary shall determine. In addition, the Letter Agreement sets forth, without limitation, the following material terms:
| · | Mr. Erickson will maintain his current base salary through the Retirement Date. |
| · | He will also retain all vested rights in the Company’s 401(k) plan, Supplemental Executive Retirement Plan, and Retirement Account
Plan and will receive all payments due to him under the terms of those plans. |
| · | He is eligible to participate in the Company’s short-term incentive program through the Retirement Date, and he will receive
the full amount of his 2026 short-term incentive as calculated in accordance with applicable metrics. |
| · | He will continue to vest in any unvested awards under the 2025-2027 Long-Term Incentive Performance Plan (“LTIPP”) and
2026-2028 LTIPP, all of which are issued under and governed by the 2025 Equity Incentive Plan and the award agreements issued thereunder. |
The foregoing description of the material terms of the Letter Agreement
is a summary only and is qualified in its entirety by reference to the text of the Letter Agreement, a copy of which is attached hereto
as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | |
Letter Agreement, dated September 21, 2026 |
| | |
|
| 104 | |
Cover Page Interactive Data File the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Associated Banc-Corp |
| |
(Registrant) |
| |
|
| |
|
| Date: September 21, 2026 |
By: |
/s/ Randall J. Erickson |
| |
|
Randall J. Erickson |
| |
|
Executive Vice President, General Counsel and Corporate Secretary |