Executive VP at Associated Banc-Corp (NYSE: ASB) reports stock vesting and tax withholding

Rhea-AI Filing Summary

ASSOCIATED BANC-CORP Executive Vice President John A. Utz reported routine equity compensation activity in company stock. On March 9, 2026, he acquired 18,380 shares of common stock at $25.08 per share as vested Performance Shares from a 2023 long‑term incentive award that cliff‑vested in 2026. To cover related tax withholding obligations from this vesting, 8,639 shares were withheld, also at $25.08 per share, rather than sold on the open market. After these transactions, he directly holds 122,485.0565 shares, and indirectly holds 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

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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)
03/09/2026

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	03/09/2026		A(1)		18,380	A	$25.08	131,124.0565	D
Common Stock $0.01 Par Value	03/09/2026		F(2)		8,639	D	$25.08	122,485.0565	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. Represents vested Performance Shares (LTIP) granted in 2023 and subject to 3-year cliff vesting in 2026.

2. Shares were withheld to satisfy tax withholding obligations arising from vesting of Performance Shares (LTIP) in 2026.

	/s/ Lynn M. Floeter, attorney-in-fact for John A. Utz	03/11/2026
	** 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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FAQ

What insider transactions did ASB executive John A. Utz report?

John A. Utz reported vesting of Performance Shares and related tax withholding. He acquired 18,380 Associated Banc-Corp common shares and had 8,639 shares withheld to satisfy tax obligations, all tied to a 2023 long-term incentive award vesting in 2026.

Was the ASB Form 4 transaction an open-market buy or sell?

The Form 4 shows no open-market buy or sell. Shares were acquired as a compensation grant from vested Performance Shares, and a portion was withheld to pay taxes, meaning no discretionary market purchase or sale of Associated Banc-Corp stock occurred.

How many ASB shares does John A. Utz own after this Form 4?

After the reported transactions, John A. Utz directly holds 122,485.0565 Associated Banc-Corp common shares and indirectly holds 15,624.53 shares through a 401(k) plan, reflecting his combined direct and retirement-plan-related ownership position following the 2026 vesting event.

What triggered the ASB Performance Share vesting for John A. Utz?

The vesting was triggered by a 2023 Performance Share grant under a long-term incentive plan. Those shares were subject to three-year cliff vesting and became vested in 2026, resulting in 18,380 common shares being delivered as part of his executive compensation package.

Why were 8,639 ASB shares withheld from John A. Utz?

The 8,639 shares were withheld to satisfy tax withholding obligations from the vesting of Performance Shares in 2026. Instead of selling shares on the market, the company retained these shares to cover applicable taxes owed on the equity compensation.

Does this ASB Form 4 indicate a change in insider sentiment?

The filing reflects routine equity compensation and tax withholding, not a sentiment-driven trade. Shares were delivered from a vesting award and partially withheld for taxes, which is a standard mechanism rather than a discretionary buy or sell decision by the executive.