Executive Change · Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549   FORM 8-K   CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934   Date of Report (Date of earliest event reported) April 29, 2025    Associated Banc-Corp (Exact name of registrant as specified in its charter)   Wisconsin 001-31343 39-1098068 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)   433 Main Street , Green Bay , Wisconsin 54301 (Address of principal executive offices) (Zip code)   Registrant ’ s telephone number, including area code ( 920 ) 491-7500     (Former name or former address, if changed since last report)   Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):   ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Securities registered pursuant to Section 12(b) of the Act:   Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per share ASB The New York Stock Exchange Depositary Shrs, each representing 1/40th intrst in a shr of 5.875% Non-Cum. Perp Pref Stock, Srs E ASB PrE The New York Stock Exchange Depositary Shrs, each representing 1/40th intrst in a shr of 5.625% Non-Cum. Perp Pref Stock, Srs F ASB PrF The New York Stock Exchange 6.625% Fixed-Rate Reset Subordinated Notes due 2033 ASBA The New York Stock Exchange   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   Emerging growth company   ¨   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨           Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.   On April 29, 2025, Associated Banc-Corp (the “Company”) held its 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved the Associated Banc-Corp 2025 Equity Incentive Plan (the “2025 Plan”). The 2025 Plan provides for the granting of the following types of awards to the Company’s non-employee directors and executive officers, employees and consultants:   · Restricted Stock Awards; · Restricted Stock Units (time- and performance-based); · Stock Options (non-qualified and incentive stock options); · Stock Appreciations Rights; and · Dividend Equivalent Units.   A more detailed description of the terms of the 2025 Plan is included in the Company’s Proxy Statement on Schedule 14A on March 17, 2025 , as supplemented, relating to the Annual Meeting (the “Proxy Statement”), and the foregoing description of the 2025 Plan is qualified in its entirety be reference to the 2025 Plan attached as Appendix A to the Proxy Statement, which is incorporated herein by reference.   Item 5.07. Submission of Matters to a Vote of Security Holders.   The results of the matters submitted to a shareholder vote at the Annual Meeting were as follows:   (1) Election of the below-named nominees to the Board of Directors of the Company:   Nominee   Number of Votes FOR   Number of Votes Withheld   Broker Non- Votes R. Jay Gerken   133,700,025   974,197   12,567,797 Judith P. Greffin   134,075,158   599,064   12,567,797 Michael J. Haddad   134,134,166   540,056   12,567,797 Andrew J. Harmening   133,687,759   986,463   12,567,797 Robert A. Jeffe   132,253,807   2,420,415   12,567,797 Rodney Jones-Tyson   134,083,570   590,652   12,567,797 Eileen A. Kamerick   128,250,898   6,423,324   12,567,797 Gale E. Klappa   133,579,332   1,094,890   12,567,797 Kristen M. Ludgate   134,106,481   567,741   12,567,797 Cory L. Nettles   132,929,059   1,745,163   12,567,797 Owen J. Sullivan   134,089,274   584,948   12,567,797 Karen T. van Lith   132,434,523   2,239,699   12,567,797 John (Jay) B. Williams   133,191,750   1,482,472   12,567,797   Each of the nominees was elected by the Company’s shareholders.   (2) Approval of the Associated Banc-Corp 2025 Equity Incentive Plan:   Number of Votes FOR   Number of Votes Against   Withheld/Abstentions   Broker Non-Votes 129,327,463   4,551,833   794,920   12,567,797   The matter was approved by the Company’s shareholders.     2       (3) Advisory approval of Associated Banc-Corp’s named executive officer compensation:   Number of Votes FOR   Number of Votes Against   Withheld/Abstentions   Broker Non-Votes 130,461,726   3,355,462   857,034   12,567,797   This matter was approved by the Company’s shareholders.   (4) Ratification of KPMG LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2025:   Number of Votes FOR   Number of Votes Against   Withheld/Abstentions   Broker Non-Votes 144,786,782   2,121,163   334,074   0   This matter was approved by the Company’s shareholders.   Item 8.01. Other Events.   On April 29, 2025, the Board declared a dividend on the Company’s outstanding common stock; outstanding 5.875% Preferred Stock, Series E Depositary Shares; and outstanding 6.125% Series F Depositary Shares.   The press release issued by the Company on April 29, 2025, relating to the foregoing information is attached hereto as Exhibit 99.1 and is incorporated herein by reference.   Item 9.01. Financial Statements and Exhibits.   (d) Exhibits   10.1 Associated Banc-Corp 2025 Equity Incentive Plan, incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on March 17, 2025, as supplemented, in connection with the 2025 Annual Meeting of Shareholders of Associated Banc-Corp   99.1 Press Release dated April 29, 2025   104 Cover Page Interactive Data File the cover page XBRL tags are embedded within the Inline XBRL document     3       SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.     Associated Banc-Corp   (Registrant)         Date:  May 2, 2025 By:   /s/ Randall J. Erickson   Randall J. Erickson   Executive Vice President, General Counsel and Corporate Secretary     4