Associated Banc-Corp (ASB) EVP gets 16,368 Performance Shares, 5,238 withheld for taxes

Rhea-AI Filing Summary

ASSOCIATED BANC-CORP Executive Vice President Randall J. Erickson reported routine share-based compensation activity. On March 9, 2026, he acquired 16,368 shares of common stock as vested Performance Shares from a 2023 long-term incentive grant with three-year cliff vesting.

On the same date, 5,238 shares were withheld to cover tax obligations arising from this vesting. After these transactions, Erickson directly held 169,426 shares of Associated Banc-Corp common stock, reflecting a net increase of shares from the award.

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^*

Erickson Randall 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)

	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)		16,368	A	$25.08	174,664	D
Common Stock $0.01 Par Value	03/09/2026		F(2)		5,238	D	$25.08	169,426	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 Randall J. Erickson	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 Executive Vice President Randall J. Erickson report?

Randall J. Erickson reported vesting of Performance Shares and related tax withholding. He received 16,368 common shares from a 2023 long-term incentive grant, with 5,238 shares withheld to satisfy tax obligations, resulting in a net increase in directly held Associated Banc-Corp stock.

How many ASB shares did Randall J. Erickson hold after the reported Form 4 transactions?

After the reported activity, Randall J. Erickson directly held 169,426 shares of Associated Banc-Corp common stock. This balance reflects both the vesting of 16,368 Performance Shares and the withholding of 5,238 shares to cover tax liabilities tied to that vesting event.

Were the ASB insider transactions open-market buys or sales?

No, the ASB insider transactions were not open-market trades. The Form 4 shows an acquisition coded as a grant or award and a disposition coded as tax withholding, both tied to vesting of Performance Shares rather than discretionary buying or selling in the open market.

What triggered the tax withholding disposition reported by ASB’s Executive Vice President?

The tax withholding disposition was triggered by the vesting of Performance Shares from a 2023 long-term incentive plan grant. When 16,368 shares vested in 2026, 5,238 shares were automatically withheld to satisfy associated tax obligations, a common mechanism for equity-based compensation.

What type of equity award did ASB grant that vested for Randall J. Erickson?

The award was Performance Shares granted under a long-term incentive plan in 2023. These shares were subject to three-year cliff vesting, meaning they vested in full after three years, leading to delivery of 16,368 shares and related tax withholding in 2026.