ASB (NYSE: ASB) CEO surrenders 13,528 shares to cover tax withholding

Rhea-AI Filing Summary

Associated Banc-Corp President & CEO Andrew J. Harmening reported a share withholding related to equity compensation. On February 8, 2026, 13,528 shares of common stock were surrendered at $29.37 per share to cover tax withholding obligations from vesting restricted stock granted in 2022, 2023, 2024 and 2025. After this transaction, Harmening beneficially owned 344,825.01 shares of Associated Banc-Corp common stock in direct form.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Harmening Andrew J

Role President & CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock $0.01 Par Value	13,528	$29.37	$397K

Holdings After Transaction: Common Stock $0.01 Par Value — 344,825.01 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Harmening Andrew J

(Last) (First) (Middle)

C/O ASSOCIATED BANC-CORP

433 MAIN STREET

(Street)

GREEN BAY WI 54301

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ASSOCIATED BANC-CORP [ ASB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock $0.01 Par Value	02/08/2026		F(1)		13,528	D	$29.37	344,825.01	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares were surrendered to satisfy tax withholding obligations arising from the tranche vesting of time-based restricted stock granted in 2022, 2023, 2024 & 2025.

	/s/ Lynn M. Floeter, attorney-in-fact for Andrew J. Harmening	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did ASB President & CEO Andrew Harmening report?

Andrew J. Harmening reported a tax-related share surrender. On February 8, 2026, 13,528 Associated Banc-Corp common shares were withheld to satisfy tax obligations from vesting restricted stock granted between 2022 and 2025, rather than representing an open-market sale.

How many ASB shares were surrendered in this Form 4 filing?

The filing shows 13,528 common shares surrendered. These shares were used to cover tax withholding arising from the tranche vesting of time-based restricted stock awards granted in 2022, 2023, 2024 and 2025, at a reference price of $29.37 per share.

Does the ASB Form 4 reflect an open-market sale by the CEO?

The transaction is not an open-market sale. It is coded “F,” indicating shares were surrendered to satisfy tax withholding tied to vesting restricted stock awards granted across 2022–2025, rather than a discretionary sale into the market.

How many ASB shares does Andrew Harmening own after this transaction?

Following the reported tax-withholding surrender, Andrew J. Harmening beneficially owned 344,825.01 shares of Associated Banc-Corp common stock. The filing classifies this entire post-transaction position as directly held ownership, with no indirect ownership line reported.

What is the nature of the equity awards behind this ASB share surrender?

The surrendered shares relate to time-based restricted stock. The footnote explains the shares were withheld to cover taxes triggered by the tranche vesting of restricted stock granted in 2022, 2023, 2024 and 2025 to Andrew J. Harmening.