CEO at Associated Banc-Corp (NYSE: ASB) gets major share award

Rhea-AI Filing Summary

ASSOCIATED BANC-CORP reported that President & CEO Andrew J. Harmening received an equity award tied to long-term performance. On March 9, 2026, he acquired 87,811 shares of common stock at a reference price of $25.08 per share, representing vested performance shares from a 2023 long-term incentive plan with three-year cliff vesting in 2026.

To cover tax withholding obligations from this vesting, 41,272 shares were withheld and disposed of by the issuer. Following these compensation-related and tax-withholding transactions, Harmening directly owns 391,364.01 shares of Associated Banc-Corp common stock.

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^*

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)
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)		87,811	A	$25.08	432,636.01	D
Common Stock $0.01 Par Value	03/09/2026		F(2)		41,272	D	$25.08	391,364.01	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 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 Andrew J. Harmening	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 transaction did ASB CEO Andrew Harmening report?

Andrew J. Harmening reported a grant-related acquisition of 87,811 Associated Banc-Corp common shares. These were vested performance shares from a 2023 long-term incentive plan, vesting after a three-year cliff, and reflect routine compensation rather than an open-market stock purchase.

Were any Associated Banc-Corp (ASB) shares sold in this Form 4 filing?

No open-market sale occurred. Instead, 41,272 shares were withheld to satisfy tax obligations triggered by the vesting of performance share awards. This tax-withholding disposition is a standard mechanism and does not represent a discretionary sale in the market by the CEO.

How many ASB shares does CEO Andrew Harmening hold after this transaction?

After the vesting and tax-withholding events, Andrew J. Harmening directly holds 391,364.01 shares of Associated Banc-Corp common stock. This figure reflects his updated direct ownership position following the award of performance shares and the related tax-withholding share disposition.

What is the nature of the 87,811 ASB shares granted to the CEO?

The 87,811 shares are vested Performance Shares under a 2023 long-term incentive plan, subject to three-year cliff vesting in 2026. Their vesting indicates performance and service conditions were met over the period, converting the award into actual common stock for the CEO.

Did the ASB CEO buy these shares on the open market?

No. The filing shows a grant or award acquisition, not an open-market purchase. The shares were delivered as part of a long-term incentive performance share award, with a reference price of $25.08, and were not acquired through discretionary market buying.