ASB (NYSE: ASB) CEO awarded 32,327 time-based restricted stock units in 2026 grant

Rhea-AI Filing Summary

Associated Banc-Corp President & CEO Andrew J. Harmening reported an award of 32,327 shares of common stock on February 1, 2026, coded as an acquisition. The shares are structured as time-based restricted stock units granted in 2026.

These TRSUs will vest in four equal annual installments beginning on February 8, 2027, tying value to continued service. Following this grant, Harmening beneficially owns 358,353.01 shares of Associated Banc-Corp common stock directly.

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)
02/01/2026

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	02/01/2026		A(1)		32,327	A	$27.26	358,353.01	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. Represents shares of Time-Based Restricted Stock (TRSUs) granted in 2026, which will vest in four equal annual installments beginning on February 8, 2027.

	/s/ Lynn M. Floeter, attorney-in-fact for Andrew J. Harmening	02/03/2026
	** 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 CEO Andrew Harmening report on this Form 4?

Andrew J. Harmening reported receiving 32,327 shares of Associated Banc-Corp common stock. The transaction occurred on February 1, 2026 and was coded as an acquisition, reflecting a stock-based compensation grant rather than an open-market purchase or sale.

What type of shares did ASB grant to its CEO in 2026?

The grant to the ASB CEO consists of time-based restricted stock units (TRSUs). These TRSUs represent common stock that will vest over time, aligning the award with ongoing service and long-term performance rather than providing immediate unrestricted ownership.

How will Andrew Harmening’s 2026 ASB TRSUs vest over time?

The 32,327 time-based restricted stock units will vest in four equal annual installments. Vesting begins on February 8, 2027, meaning one-quarter of the award becomes unrestricted each year, subject to continued service and the terms of the grant.

How many ASB shares does the CEO own after this Form 4 transaction?

After the reported transaction, Andrew Harmening beneficially owns 358,353.01 shares of Associated Banc-Corp common stock. This figure reflects his direct ownership immediately following the February 1, 2026 time-based restricted stock grant reported on the Form 4.

Was this ASB CEO Form 4 transaction a purchase on the open market?

No, the transaction reflects an acquisition of 32,327 shares through a time-based restricted stock grant. It is coded as an award of TRSUs granted in 2026, not a discretionary open-market stock purchase by the Associated Banc-Corp CEO.

What is the reported price for the ASB CEO’s restricted stock grant?

The Form 4 lists a transaction price of $27.26 per share for the 32,327 granted shares. While shown as a price, this reflects the value assigned to the time-based restricted stock units rather than cash paid by the CEO in an open-market transaction.