Associated Banc-Corp (NYSE: ASB) CIO gets 12K-share award, tax withholding

Rhea-AI Filing Summary

ASSOCIATED BANC-CORP Chief Information Officer Terry Lynn Williams received a stock award of 12,002 common shares, then had 3,841 shares withheld for taxes. The award represents vested Performance Shares from a 2023 long-term incentive plan that cliff-vested in 2026. The tax withholding was done by delivering shares rather than paying cash, which is a standard mechanism for covering tax obligations on equity compensation. After these transactions, Williams directly holds 23,852.6934 common shares, indicating this was primarily a routine compensation-related event rather than an open-market trade.

Insights

Executive compensation analyst

Routine equity vesting with tax withholding; no open‑market trading.

Terry Lynn Williams, Chief Information Officer of ASSOCIATED BANC-CORP, received 12,002 common shares as a vested Performance Share award from a 2023 long-term incentive plan with 3-year cliff vesting in 2026. This is classified as a grant or award acquisition, not a market purchase.

To satisfy tax obligations from the vesting, 3,841 shares were disposed of through withholding at a reference price of 25.0800 per share. This F-code transaction is a non-discretionary tax payment mechanism, not an open-market sale and carries limited informational value on sentiment.

Following these events, Williams directly holds 23,852.6934 common shares. With no derivative positions listed and no open-market buy or sell codes, the filing mainly updates ownership from equity compensation. The net effect is a modest increase in direct share ownership from this single vesting event.

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^*

Williams Terry Lynn

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Information Officer

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)		12,002	A	$25.08	27,693.6934	D
Common Stock $0.01 Par Value	03/09/2026		F(2)		3,841	D	$25.08	23,852.6934	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. 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 Terry Lynn Williams	03/11/2026
	** Signature of Reporting Person	Date
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