Associated Banc-Corp (ASB) Director Reports 348 Dividend-Equivalent Shares

Rhea-AI Filing Summary

R. Jay Gerken, a director of Associated Banc-Corp (ticker shown as ASB), reported two non-derivative acquisitions on 09/15/2025. The filings show receipt of 45 common shares at a price of $25.92 and receipt of 303 common shares at $25.92, for a total of 348 shares recorded as dividend equivalent units. The reported beneficial ownership following the transactions is shown as 44,717 shares after the first entry and 45,020 shares after the second entry. The form explains these were dividend equivalent units tied to restricted stock units: one set vests on the first anniversary of the RSU grant and pays in shares upon vesting, and another reflects fully vested dividend equivalents payable in shares following cessation of directorship. The form is signed on behalf of Mr. Gerken by an attorney-in-fact.

Positive

• Transparency: The Form 4 clearly discloses the transactions, quantities, and price per share ($25.92).
• Compensation clarity: The filing explains the nature of the dividend equivalent units and vesting/payment mechanics.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director receipt of dividend-equivalent shares; governance disclosure appears standard and non-material.

The Form 4 discloses two non-derivative acquisitions tied to dividend equivalents on restricted stock units, totaling 348 shares at $25.92 each. This is a routine insider reporting of compensation-related equity rather than open-market purchases or option exercises. The explanations clarify timing and payment mechanics of the dividend equivalents, which supports transparency about compensation and potential future dilution. No departures from standard disclosure practice are evident in the filing text provided.

Securities Analyst

TL;DR: Transactions are small, compensation-related, and unlikely to materially affect shareholder value.

The entries show modest share amounts (45 and 303 shares) recorded as dividend-equivalent units, priced at $25.92 per share, resulting in reported beneficial ownership figures of 44,717 and 45,020 shares respectively. From a market-impact standpoint, these are routine insider equity compensation events and do not indicate a change in the director's investment stance. The document supplies clear mechanics for when dividend equivalents vest and how they are paid, which aids investor understanding of executive compensation timing.

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^*

GERKEN R JAY

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		A(1)		45	A	$25.92	44,717	D
Common Stock $0.01 Par Value	09/15/2025		A(2)		303	A	$25.92	45,020	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. Dividend equivalent units, which vest on the first anniversary of the grant of the restricted stock units to which they relate, are payable solely in shares of common stock upon vesting (subject to deferral if so elected by the Insider).

2. Fully vested dividend equivalents received on restricted stock units payable solely in shares of common stock following the date the Insider ceases serving as a director.

	/s/ Lynn M. Floeter, attorney-in-fact for R. Jay Gerken	09/17/2025
	** 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 transactions did R. Jay Gerken report on the Form 4 for Associated Banc-Corp (ASB)?

The Form 4 reports two acquisitions on 09/15/2025: 45 shares and 303 shares, both at $25.92 per share, recorded as dividend equivalent units.

How many total shares did the Form 4 report that R. Jay Gerken received?

The filing shows a total of 348 shares received as dividend equivalent units (45 + 303).

What was Mr. Gerken's reported beneficial ownership after the transactions?

The Form 4 lists beneficial ownership as 44,717 shares after the first entry and 45,020 shares after the second entry.

What is the nature of the shares received according to the filing?

They are dividend equivalent units related to restricted stock units: some vest on the first anniversary of the RSU grant and pay in shares upon vesting; others are fully vested and payable in shares after the director ceases service.

Who signed the Form 4 and when?

The Form 4 was signed on behalf of R. Jay Gerken by Lynn M. Floeter, attorney-in-fact on 09/17/2025.