Associated Banc-Corp (NYSE: ASB) EVP logs tax-related share surrender and awards

Rhea-AI Filing Summary

Associated Banc-Corp Executive Vice President John A. Utz reported routine share movements related to equity compensation. On February 8, 2026, he surrendered 2,282 shares of common stock at $29.37 per share to cover tax withholding from vesting restricted stock, and acquired 79 dividend-equivalent units at the same price. After these transactions, he directly owned 112,695.6135 shares of common stock and indirectly held 15,624.53 shares through a 401(k) plan.

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

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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^*

Utz John A.

(Last) (First) (Middle)

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

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)		2,282	D	$29.37	112,616.6135	D
Common Stock $0.01 Par Value	02/08/2026		A(2)		79	A	$29.37	112,695.6135	D
Common Stock $0.01 Par Value								15,624.53	I	401(k) Plan

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.

2. Dividend equivalent units earned on vested shares, a portion of which the reporting person has elected to defer upon vesting, and which will remain in the Executive's Deferred Compensation Plan until distributed pursuant to the reporting person's distribution election on file.

	/s/ Lynn M. Floeter, attorney-in-fact for John A. Utz	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did ASB Executive Vice President John A. Utz report?

John A. Utz reported routine equity-related transactions involving Associated Banc-Corp common stock. He surrendered 2,282 shares to cover tax withholding on vesting restricted stock and received 79 dividend-equivalent units tied to vested shares, both dated February 8, 2026, at $29.37 per share.

How many Associated Banc-Corp (ASB) shares does John A. Utz own after this Form 4?

After the reported transactions, John A. Utz directly owns 112,695.6135 Associated Banc-Corp common shares. He also indirectly holds 15,624.53 shares through a 401(k) plan, reflecting his ongoing equity stake tied to compensation and retirement savings arrangements with the company.

Why were 2,282 ASB shares surrendered by John A. Utz on February 8, 2026?

The 2,282 shares were surrendered to satisfy tax withholding obligations from the vesting of time-based restricted stock granted in 2022, 2023, 2024, and 2025. This is a common administrative mechanism to cover taxes without requiring separate cash payments.

What are the 79 ASB shares reported as acquired by John A. Utz?

The 79 shares are dividend-equivalent units earned on vested shares. A portion was elected to be deferred at vesting and will remain in the Executive’s Deferred Compensation Plan until distributed later according to John A. Utz’s distribution election instructions on file.

How are John A. Utz’s indirect ASB holdings structured in this Form 4?

The Form 4 shows 15,624.53 Associated Banc-Corp shares held indirectly through a 401(k) plan. These shares represent retirement-plan holdings rather than directly held stock certificates, reflecting long-term savings aligned with the company’s equity performance.

Does this ASB Form 4 indicate any open-market stock buying or selling by John A. Utz?

The filing reflects tax withholding share surrender and dividend-equivalent units, not open-market trading. One transaction covers tax obligations on vesting restricted stock, while the other credits dividend-equivalent units deferred into an executive compensation plan for future distribution.