DEF 14A of Associated Banc-Corp, Mar 16, 2026

DEF 14A of Associated Banc-Corp

Filed Mar 16, 2026 · FY20250000007789-26-000097

Open on EDGAR

  1. Proposal 1 - Election of Directors

    Proposal 1 - Election of Directors The 10 nominees who receive the largest number of affirmative votes cast at the Annual Meeting will be elected as directors. Under Associated’s Corporate Governance Guidelines, any nominee in an uncontested election who receives a greater number of votes “withheld” from than votes “FOR” his or her election is required to tender his or her resignation following certification of the shareholder vote. The Corporate Governance and Social Responsibility Committee is required to make a recommendation to the Board with respect to any such letter of resignation, and the Board is required to take action with respect to this recommendation and to disclose its decision and decision-making process.

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Each director elected at the Annual Meeting will serve for a one-year term expiring at the 2027 Annual Meeting and until his or her successor is duly elected and qualified. The term of each current director listed under “Nominees for Election to Our Board” expires at the Annual Meeting. Unless otherwise directed, all proxies will be voted “FOR” the election of each of the individuals nominated to serve as directors. The biographical information below for each nominee includes the specific experience, qualifications, attributes or skills that led to the Corporate Governance and Social Responsibility Committee’s conclusion that such nominee should serve as a director. The 10 nominees receiving the largest number of affirmative votes cast at the Annual Meeting will be elected as directors. Under Associated’s Corporate Governance Guidelines, any nominee in an uncontested election who receives a greater number of votes “withheld” from than votes “FOR” his or her election is required to tender his or her resignation following certification of the shareholder vote. The Corporate Governance and Social Responsibility Committee is required to make a recommendation to the Board as to whether to accept any such resignation, and the Board is required to take action with respect to this recommendation and to disclose its decision and decision-making process. Each nominee has consented to serve as a director, if elected, and as of the date of this Proxy Statement, Associated has no reason to believe that any of the nominees will be unable to serve. In accordance with Associated's Corporate Governance Guidelines and Amended and Restated Bylaws, R. Jay Gerken, Robert A. Jeffe, and Gale E. Klappa will not be standing for reelection because each of them will have reached the age of 75 as of the date of the Annual Meeting. Associated is grateful to Mr. Gerken, Mr. Jeffe, and Mr. Klappa for their dedicated service to Associated and its shareholders. Other than as noted, the information presented below is as of March 5, 2026.

  3. ELECTION OF DIRECTORS

    | NOMINEES FOR ELECTION TO OUR BOARD |

  4. ELECTION OF DIRECTORS

    | Judith P. Greffin | | | Director since 2017 Age: 65 | Ms. Greffin served as Executive Vice President and Chief Investment Officer at the Allstate Corporation (NYSE: ALL) from 2008 to 2016. Prior to this position, Ms. Greffin held several other key positions at Allstate from 1990 to 2008. Ms. Greffin currently serves on the board of Church Mutual Insurance Company and Trustmark Mutual Holding Company, and she serves as chair of the investment committee at both institutions. In addition, she serves on the boards of the Northwestern Medical Group, which is part of Northwestern Memorial Healthcare, where she serves as a member of the audit and finance committees, the Field Museum of Natural History, and DePaul University, where she serves as the chair of the investment committee. She also serves on the board of Growing Community Media. Ms. Greffin’s qualifications to serve as a director of Associated and member of the Enterprise Risk Committee and the Trust Committee include her extensive investment, strategy and risk mitigation background as well as her executive leadership experience at a large publicly traded company. Ms. Greffin is also a Chartered Financial Analyst. | | Michael J. Haddad | | | Director since 2019 Age: 59 | Mr. Haddad has been the Chair of the Board of Directors of Schreiber Foods, Inc., an employee-owned, international dairy company headquartered in Green Bay, Wisconsin, since 2019. He served as President and Chief Executive Officer of Schreiber Foods, Inc. from 2009 to 2019, having served in a number of positions of increasing responsibility with the company since 1995. Mr. Haddad is also a member of the Board of Directors of the Green Bay Packers, Inc. and the Board of Directors of the John and Ingrid Meng Family Foundation. He also served as chair of the 2025 NFL Draft Green Bay Host Committee. Mr. Haddad’s qualifications to serve as a director of Associated and member of the Audit Committee and of the Trust Committee include his extensive experience as a CEO and board member of a large global food company with annual revenues over $7 billion, and his long- standing familiarity with the markets in which Associated is headquartered and serves. Mr. Haddad also meets the requirements of an audit committee financial expert. |

  5. ELECTION OF DIRECTORS

    5

  6. ELECTION OF DIRECTORS

    | Andrew J. Harmening | | | Director since 2021 Age: 56 | Mr. Harmening joined Associated Banc-Corp as President and Chief Executive Officer in April 2021. Mr. Harmening has more than 25 years of industry experience. Prior to joining Associated, Mr. Harmening served as senior executive vice president, consumer and business banking director for Huntington Bank from 2017 to 2021. Mr. Harmening serves on the board of the Boys and Girls Club of Greater Milwaukee and the Board of Trustees for Northwestern Mutual. Mr. Harmening also serves on the board of directors of the Metropolitan Milwaukee Association of Commerce (MMAC). Mr. Harmening’s qualifications to serve as a director and Chair of the Corporate Development Committee include his extensive experience in the banking industry and his significant senior management experience at large financial institutions. | | Rodney Jones-Tyson | | | Director since 2024 Age: 57 | Mr. Jones-Tyson is currently the Global Chief Human Resources Officer of Baird Financial Group, a privately held, employee-owned financial services company. Prior to this position, Mr. Jones-Tyson held several key positions at Baird including Chief Risk Officer from 2018 to 2021, Chief Operating Officer, Global Investment Banking from 2011 to 2018 and Director of Corporate Development from 2007 to 2011. Mr. Jones-Tyson has 35 years of financial services industry experience, including corporate and consumer credit and capital markets/ mergers & acquisitions. Since 2022, Mr. Jones-Tyson has served as a member of the Board of Trustees of Investors Real Estate Trust, d/b/a, Centerspace (NYSE: CSR) where he serves as chair of the Compensation Committee and is a member of the Nominations and Corporate Governance Committee. Mr. Jones-Tyson serves on the board of the United Way of Greater Milwaukee & Waukesha County and is a prior board chair of IFF and Foundation for Homan Square. Mr. Jones-Tyson’s qualifications to serve as a director of Associated and member of the Audit Committee and the Compensation and Benefits Committee include his background in human resources, and his 35 years of experience working for global financial services companies. Mr. Jones-Tyson brings C-suite level leadership and broad knowledge of the financial services industry. He also meets the requirements of an audit committee financial expert. |

  7. ELECTION OF DIRECTORS

    6

  8. ELECTION OF DIRECTORS

    | Eileen A. Kamerick | | | Director since 2007 Age: 67 | Ms. Kamerick is an adjunct professor at leading law schools and consults on corporate governance and financial strategy matters. Ms. Kamerick has served as Chief Financial Officer at several leading companies, Houlihan Lokey, Heidrick & Struggles International, Inc., Leo Burnett, and BP Amoco Americas. She also currently serves as an independent director for VALIC Company I, where she serves as chair of the audit committee, serves as independent director for ACV Auctions (NASDAQ:ACVA), where she serves as chair of the audit committee, and serves as Chairman of 22 closed-end mutual funds in the Legg Mason mutual fund complex. She previously served on the board of directors of Hochschild Mining, plc from November 2016 to June 2023 and was a trustee for the 24 AIG and Anchor Trust Funds from January 2018 until December 2021. Ms. Kamerick has formal training in law, finance, and accounting. Ms. Kamerick’s qualifications to serve as a director of Associated, Chair of the Corporate Governance and Social Responsibility Committee and member of the Compensation and Benefits Committee and the Corporate Development Committee include her executive level responsibilities for the financial operations of both public and private companies, her board positions on public companies, and her experience as a frequent law school lecturer on corporate governance and corporate finance. She is also a National Association of Corporate Directors Board Leadership Fellow. In addition, Ms. Kamerick has earned the National Association of Corporate Directors Directorship Certification. In addition, Ms. Kamerick has earned the CERT, Certificate in Cybersecurity Oversight. She also attended the 2025 NACD Directors Summit. In 2022, Ms. Kamerick attended the NACD Master Class, a course designed for experienced public company board and board committee leaders. In 2022, Ms. Kamerick also was recognized as an NACD Directorship 100 honoree. Although Ms. Kamerick is not currently serving on Associated’s Audit Committee, she meets the requirements of an audit committee financial expert. | | Kristen M. Ludgate | | | Director since 2024 Age: 63 | Ms. Ludgate served as a Strategic Advisor at HP Inc. (NYSE: HPQ), a global provider of personal computing and other digital devices, imaging and printing products, and related technologies, solutions and services from January 2025 until June 2025. She was previously HP’s Chief People Officer, from 2021 through January 2025, overseeing all people, culture, workforce, and human resources strategies, functions, and programs for HP’s global organization. She was also a director of the HP Foundation and co-chair of HP’s enterprise crisis management team. Ms. Ludgate previously served as Executive Vice President and Chief Human Resources Officer for 3M Company (NYSE: MMM) from 2018 to 2021, where she led People & Culture as a key strategic priority for 3M. Over more than fifteen years at 3M, Ms. Ludgate held a variety of other legal and executive leadership roles, including as 3M’s Senior Vice President, Enterprise Services and Communications, Associate General Counsel and Chief Compliance Officer, and Associate General Counsel and Chief Employment Counsel. Ms. Ludgate was also chair of the 3M Foundation Board from 2018 to 2021. Ms. Ludgate currently serves on the Board of Directors of Open Text Corporation (NASDAQ: OTEX), a global software company that develops and sells information management software and is headquartered in Waterloo, Ontario, Canada and is a trustee for Ewing Marion Kauffman Foundation, a foundation based in Kansas City with over $3 billion in assets that focuses on entrepreneurship, college access, and workforce development. Ms. Ludgate’s qualifications to serve as a director of Associated and member of its Compensation and Benefits Committee and Corporate Governance and Social Responsibility Committee include her experience in executive leadership roles across legal and human resources functions, her experience working closely with public company boards and leadership teams, her role leading multiple organization transformation initiatives, and her background in compensation matters. |

  9. ELECTION OF DIRECTORS

    7

  10. ELECTION OF DIRECTORS

    | Cory L. Nettles | | | Director since 2013 Age: 56 | Mr. Nettles is the Founder and Managing Director of Generation Growth Capital, Inc., a private equity fund. He was Of Counsel at Quarles & Brady LLP from 2007 to 2016. He previously served as Secretary for the Wisconsin Department of Commerce from 2002 to 2004. Mr. Nettles serves on the boards of Weyco Group, Inc. (NASDAQ: WEYS), Robert W. Baird's Baird Funds, Inc., mutual fund complex, American Family Mutual Insurance Holding Company, Advocate Health, and several nonprofit organizations. He previously served on the board of The Private Bank-Wisconsin. Mr. Nettles’ qualifications to serve as a director of Associated, Chair of the Enterprise Risk Committee and member of the Corporate Governance and Social Responsibility Committee and Corporate Development Committee include his strong business background and legal experience. | | Owen J. Sullivan | | | Director since 2024 Age: 68 | Mr. Sullivan served as President and Chief Operating Officer of NCR (NYSE: NCR), a global leader in ATM, POS and digital banking from 2018 until his retirement in 2023. Prior to 2018, Mr. Sullivan was an independent consultant, providing strategic planning, consulting and executive mentoring for private equity firms and other investor groups. He also served as President of the Specialty Brands and Experis units at ManpowerGroup Inc. from 2010 to 2013 and served as the Chief Executive Officer of the Right Management and Jefferson Wells, International, Inc. subsidiaries from 2004 to 2013. Mr. Sullivan’s board experience also includes serving as a director of Computer Task Group, Inc., a publicly traded firm providing IT solutions and staffing solutions in North America, Europe and India, from 2017 to 2021, a director of Johnson Financial Group, a privately held financial services firm, from 2014 to 2019, a director of the Medical College of Wisconsin from 2009 to 2019, and a director of Journal Communications, a publicly traded media company, from 2007 to 2013. Mr. Sullivan also served on the Marquette University Board of Trustees from 2013 to 2025 where he served as chairman from 2017 to 2020. Mr. Sullivan currently serves on the Board of Directors of Blackstone Infrastructure Strategies L.P. (BXINFRA). He received a bachelor’s degree from Marquette University and completed executive education at the Kellogg School of Business at Northwestern University and Harvard Business School. Mr. Sullivan’s qualifications to serve as a director of Associated and member of the Compensation and Benefits Committee, Enterprise Risk Committee, and Corporate Development Committee include his decades of experience in mergers and acquisitions, talent acquisition, retention and development working for global financial services companies. |

  11. ELECTION OF DIRECTORS

    8

  12. ELECTION OF DIRECTORS

    | Karen T. van Lith | | | Director since 2004 Age: 66 | Ms. van Lith is founder and Chief Executive Officer of APEL Worldwide, LLC, an eCommerce investor. She was President, Chief Executive Officer and a director of MakeMusic, Inc., a publicly held technology solutions provider, from 2011 until the company was taken private in 2012. Ms. van Lith was President and Chief Executive Officer of Gelco Information Network, a private equity owned provider of transaction and information processing systems from 2000 until its sale in 2007. Ms. van Lith was serving in multiple interim CEO roles for companies going through disruptive transformation when not serving in full-time capacities prior to 2019. Prior to Gelco, she held senior executive finance and M&A roles at publicly-held companies, including Ceridian HCM Holding Inc. and Deluxe Corporation. Ms. van Lith’s prior board experience also includes serving as a director of E.A. Sween, a privately held company doing business as Deli Express, from August 2012 to December 2019, a director of XRS Corporation, a publicly traded provider of fleet operations solutions to the transportation industry from 2010 until its sale to Omnitracs in 2014, and a director of CNS, a publicly traded consumer goods company, from 2003 until its 2006 sale to GlaxoSmithKline. Ms. van Lith’s qualifications to serve as a director of Associated, Chair of the Trust Committee and a member of the Audit Committee include her education in finance and accounting along with her past and present directorship experience in both public and private companies, as well as having earned NACD Director Certification. Ms. van Lith provides the board with a strong understanding of accounting and experience in financial roles of large publicly held companies. She was a CPA, has practiced with an international public accounting firm and has served in various executive capacities. She also meets the requirements of an audit committee financial expert. | | John (Jay) B. Williams | | | Director since 2011 Age: 74 | Mr. Williams is Chairman of the Board. He joined the Board of Directors in July 2011 following a 37-year career in banking. He is also past President and Chief Executive Officer of the Milwaukee Public Museum, Inc. Mr. Williams’ banking career included leadership roles in retail, commercial, private client, operations and technology along with experience in mergers and acquisitions. He is Chairman of the Board of Church Mutual Insurance Company, which insures over 100,000 religious institutions. Mr. Williams’ qualifications to serve as Chairman of Associated and as a member of the Corporate Development Committee include his vast experience in the banking industry, as well as having earned NACD Director Certification, his status as a NACD Board Leadership Fellow and having earned a NACD Certificate in Cybersecurity Oversight. In 2023, Mr. Williams was recognized as an NACD Directorship 100 honoree. Although Mr. Williams is not currently serving on Associated’s Audit Committee, Mr. Williams also meets the requirements of an audit committee financial expert. |

  13. ELECTION OF DIRECTORS

    9

  14. ELECTION OF DIRECTORS

    | DIRECTOR QUALIFICATIONS |

  15. ELECTION OF DIRECTORS

    Directors are responsible for overseeing Associated’s business consistent with their fiduciary duty to shareholders. This significant responsibility requires highly skilled individuals with a variety of qualities, attributes and professional experience. The Board believes that there are certain general requirements for service on Associated’s Board of Directors that are applicable to all directors, and other skills and experience that should be represented on the Board as a whole but not necessarily by every director. The Board and the Corporate Governance and Social Responsibility Committee consider the qualifications of directors and director candidates individually and in the broader context of the Board’s overall composition and Associated’s current and future needs. In its assessment of each nominee for director, including those recommended by shareholders, the Corporate Governance and Social Responsibility Committee considers the nominee’s judgment, integrity, experience, independence, understanding of Associated’s business or other related industries and such other factors that the Corporate Governance and Social Responsibility Committee determines are pertinent in light of the current needs of the Board. The Corporate Governance and Social Responsibility Committee also takes into account the ability of a director to devote the time and effort necessary to fulfill his or her responsibilities to Associated. The Board and the Corporate Governance and Social Responsibility Committee require that each director be a person of high integrity with a proven record of success in his or her field. Each director must demonstrate innovative thinking, familiarity with and respect for corporate governance requirements and practices, an appreciation of individuals from different backgrounds and a commitment to sustainability and to dealing responsibly with social issues. In addition to the qualifications required of all directors, the Board conducts interviews of potential director candidates to assess intangible qualities including the individual’s ability to ask difficult questions and, simultaneously, to work collegially. The Board believes that the combination of qualifications, skills and experiences of each of the director nominees will contribute to an effective and well-functioning Board. The Board and the Corporate Governance and Social Responsibility Committee believe that, individually and as a whole Board, the directors possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to Associated’s management.

  16. ELECTION OF DIRECTORS

    | BOARD EXPERIENCE AND COMPETENCIES |

  17. ELECTION OF DIRECTORS

    The Corporate Governance and Social Responsibility Committee considers the attributes outlined in the Corporate Governance and Social Responsibility Committee Charter when considering director nominees. While these attributes are considered on an ongoing basis, they are particularly considered in the recruitment and deliberation regarding prospective director nominees. The Corporate Governance and Social Responsibility Committee Charter outlines desired characteristics for Board member experience and competencies. The Corporate Governance and Social Responsibility Committee believes that Associated’s interests are best served by maintaining a diverse and active Board membership with members who are willing, able and well- situated to provide insight into current business conditions, opportunities and risks. The “outside” perspectives of the Board members are key contributors to our success. The Corporate Governance and Social Responsibility Committee periodically assesses the effectiveness of these key attributes. In light of the current Board’s representation of diverse industry, background, communities within Associated’s markets, professional expertise and racial and gender diversity, the Corporate Governance and Social Responsibility Committee believes that Associated’s process for considering director nominees effectively serves the best interests of Associated and its shareholders. 10

  18. ELECTION OF DIRECTORS

    | BOARD SELF-ASSESSMENT PROCESS |

  19. ELECTION OF DIRECTORS

    Associated’s Board undergoes an internal self-assessment process on an annual basis. The internal process consists of interviews with individual directors, led by the Chairman of the Board, intended to solicit feedback on a wide variety of matters as a means of identifying strengths, weaknesses, areas or interest or concern, and opportunities for improvement. Interview topics include, among others, positive aspects of Board operation; areas for improvement; director skill sets, size and age limitation policy; committee effectiveness; tools for providing directors with important information about Associated; and the Board’s engagement with management. The feedback gathered from these interviews is compiled and reported to the full Board for review, discussion and action as appropriate. In addition, it is the Board’s intention to participate in a full self-assessment process conducted by an outside advisory service approximately every three years. In 2025, a self-assessment process was conducted through an engagement with the National Association of Corporate Directors (NACD). The advisor-led self-assessment process was designed to provide a comprehensive review of the competencies and overall effectiveness of the Board and to help align priorities, with a focus on five core areas: Board composition; talent oversight and CEO succession; Board processes and operations; strategy oversight; and risk management. The process included tailored interviews with individual directors. At the conclusion of the evaluation process, an NACD faculty member met with the Board to discuss recommendations and conducted a presentation on best practices in corporate governance related to key findings of the evaluation. 11

  20. ELECTION OF DIRECTORS

    | DIRECTOR SKILLS AND EXPERIENCE MATRIX |

  21. ELECTION OF DIRECTORS

    The following matrix provides information about Associated’s director nominees, including certain types of knowledge, skills, experience and other attributes possessed by one or more of them which the Board believes are relevant to Associated’s business and industry. While all of the areas listed on the matrix are relevant to Associated, the Board considers certain areas to be of particular importance, including: •Information Technology/Cyber Security, which is necessary for the Board’s ongoing direction and oversight of Associated’s management of this continuously emerging area of risk; •Human Capital, because of the importance to Associated of attracting and retaining a diverse, committed team of colleagues to serve our customers and support our communities; •Risk Management, which is critical to protecting Associated’s customers, maintaining its reputation and preserving its value; and •Corporate Governance, because sound governance is essential for increasing shareholder value through enhancing corporate performance and accountability, while taking into account other Associated stakeholders. The matrix does not capture all of the knowledge, skills, experiences or attributes possessed by the director nominees, and the Board believes that each director nominee has the ability to contribute to the decision-making process in every area listed.

  22. ELECTION OF DIRECTORS

    | | Greffin | Haddad | Harmening | Jones-Tyson | Kamerick | Ludgate | Nettles | Sullivan | van Lith | Williams | | Knowledge Skills and Experience | | | | | | | | | | | | Audit/Accounting/Finance/Capital Allocation | · | · | · | · | · | | | · | · | · | | Banking & Financial Services | · | | · | · | · | | | · | | · | | Business Operations | · | · | · | · | · | · | | · | · | · | | Marketing | | · | · | | | | | · | · | · | | Corporate Governance | · | · | · | · | · | · | · | · | · | · | | Customer Focus | · | · | · | · | | | | · | · | · | | Environmental | | · | | | | | | | | | | M&A | | · | · | · | · | · | · | · | · | · | | Executive Compensation | · | · | · | · | · | · | | · | · | · | | Human Capital | | · | · | · | | · | · | · | · | · | | Information Technology/Cyber Security | · | · | · | · | · | | | · | · | · | | Regulatory | · | · | · | | · | · | · | | · | · | | Risk Management | · | · | · | · | · | · | · | · | | · | | Strategic Planning & Strategy | · | · | · | · | · | · | · | · | · | · | | Demographics | | | | | | | | | | | | Race/Ethnicity | | | | | | | | | | | | African American | | | | · | | | · | | | | | Asian/Pacific Islander | | | | | | | | | | | | White/Caucasian | · | · | · | | · | · | | · | · | · | | Hispanic/Latino | | | | | | | | | | | | Native American | | | | | | | | | | | | Gender | | | | | | | | | | | | Male | | · | · | · | | | · | · | | · | | Female | · | | | | · | · | | | · | |

  23. ELECTION OF DIRECTORS

    12 The Board recommends that shareholders vote “FOR” the election of each of the Board’s nominees.

  24. ELECTION OF DIRECTORS

    | AFFIRMATIVE DETERMINATIONS REGARDING DIRECTOR INDEPENDENCE |

  25. ELECTION OF DIRECTORS

    Associated’s Board has considered the independence of the nominees for election at the Annual Meeting and all individuals who served as directors during any portion of 2025, under the corporate governance rules of the NYSE. The Board has determined that all such directors are independent under the NYSE corporate governance rules, except for Mr. Harmening, President and Chief Executive Officer (“CEO”) of Associated. Mr. Harmening is not independent because he serves as an executive officer of Associated, and not because of any other transactions or relationships. 13

  26. INFORMATION ABOUT THE BOARD OF DIRECTORS

    INFORMATION ABOUT THE BOARD OF DIRECTORS

  27. INFORMATION ABOUT THE BOARD OF DIRECTORS

    | BOARD COMMITTEES AND MEETING ATTENDANCE |

  28. INFORMATION ABOUT THE BOARD OF DIRECTORS

    The Board held eight meetings during 2025. During 2025, each director who was a director for all of 2025 attended at least 75% of the Board meetings held, and at least 75% of the meetings of each committee of which he or she was a member. The Board convened an executive session of its non-management directors at all of its regular board meetings held in 2025. Executive sessions of Associated’s non-management directors are presided over by the Chairman of the Board. All of the directors serve on the Boards of two of Associated’s operating subsidiaries, Associated Bank, National Association and Associated Trust Company, National Association. The Board believes that a single governing body to advise and determine strategy for the organization provides the Board with a comprehensive picture of the level and trends in operational and compliance risk exposure for the entire organization and ensures comprehensive oversight of regulatory matters. The Board has adopted Corporate Governance Guidelines, including a Code of Business Conduct and Ethics, which can be found on Associated’s website at www.associatedbank.com, “Investor Relations,” “Governance Documents.” Associated will describe on its website any amendments to or waivers from our Code of Business Conduct and Ethics in accordance with all applicable laws and regulations. It is Associated’s policy that all directors and nominees for election as directors at the Annual Meeting attend the Annual Meeting, except under extraordinary circumstances. All directors and nominees for director at the time of the 2025 Annual Meeting of Shareholders attended the meeting. The Board has adopted written charters for all of its standing committees. The committee charters can be found on Associated’s website at www.associatedbank.com, “Investor Relations,” “Governance Documents.” The following summarizes the responsibilities of the various committees. The following table lists the members of each of the standing committees as of February 13, 2026 and the number of meetings held by each committee during 2025.

  29. INFORMATION ABOUT THE BOARD OF DIRECTORS

    | Name | Audit | Compensation and Benefits | Corporate Development | Corporate Governance and Social Responsibility | Enterprise Risk | Trust | | R. Jay Gerken(1) | · | | | | · | | | Judith P. Greffin | | | | | · | · | | Michael J. Haddad(1) | · | | | | | · | | Andrew J. Harmening* | | | Chair | | | | | Robert A. Jeffe(1) | Chair | | · | | · | | | Rodney Jones-Tyson(1) | · | · | | | | | | Eileen A. Kamerick(1) | | · | · | Chair | | | | Gale E. Klappa(1) | | Chair | · | · | | | | Kristen M. Ludgate | | · | | · | | | | Cory L. Nettles | | | · | · | Chair | | | Owen J. Sullivan | | · | · | | · | | | Karen T. van Lith(1) | · | | | | | Chair | | John (Jay) B. Williams(1)(2) | | | · | | | | | Number of Meetings | 9 | 6 | 3 | 4 | 10 | 4 |

  30. INFORMATION ABOUT THE BOARD OF DIRECTORS

    * President and Chief Executive Officer of Associated (1)The Board has determined that this director qualifies as an audit committee financial expert. (2)As Chairman of the Board, Mr. Williams may attend meetings of any Board committee. 14

  31. Highlights - Incentive Compensation Programs

    Highlights - Incentive Compensation Programs Our executive compensation programs are designed to directly align pay with performance, reinforce long-term value creation, and support the retention of our Executive Leadership Team (ELT). In 2025, the executive compensation outcomes appropriately reflected Company performance reinforcing our pay-for-performance philosophy. •2025 Management Incentive Plan (MIP) Our strong financial performance translated into an overall plan achievement of 128% of target performance. This outcome demonstrates execution against our strategic growth initiatives while maintaining a strong focus on operational efficiency and bottom-line results. •2025-2027 Long-Term Incentive Performance Plan (LTIPP) To maintain alignment with our long-term strategic priorities, we retained the same plan design and performance metrics in the 2025-2027 LTIPP that were used in the 2024-2026 LTIPP summarized as follows: 24 –Relative Total Shareholder Return (TSR). (65% weight) Metric pays a maximum of 100% of target if absolute TSR is negative at the end of the three-year performance period, regardless of relative performance versus peers; and –Absolute Return on Average Common Equity Tier 1 (ROACET1). (35% weight) ROACET1 measures both the return to shareholders and bank soundness. It is also a highly regulated and consistent metric that exhibits less volatility from economic conditions, therefore, is expected to provide more stability over the long-term. •2023-2025 Long-Term Incentive Performance Plan (LTIPP) As described in the “Long-Term Incentive Compensation” section of the Compensation Discussion and Analysis, the Committee applied limited discretion in connection with the 2023-2025 performance period in response to specific industry-wide conditions. In exercising this discretion, the Committee reinforced disciplined pay-for-performance outcomes and sound governance practices, while reflecting progress achieved against ROATCE objectives and supporting the program’s retention intent. •2026 Pay Programs To remain aligned with our long-term strategic priorities, we retained the core design and performance metrics in the 2026-2028 LTIPP that were used in the 2025-2027 LTIPP. For our 2026 MIP, we also retained the prior year metrics as they continue to focus on the desired business outcomes. ***************** This Committee and Associated’s leadership team remain committed to shareholder engagement and to the ongoing evaluation of our executive compensation program to ensure alignment with shareholder interests. As we look ahead, our focus remains on disciplined execution, responsible growth, and long‑term value creation. We appreciate your continued support of our say‑on‑pay proposal and welcome ongoing dialogue. Sincerely, The Compensation and Benefits Committee Gale E. Klappa (Chairman) Rodney Jones-Tyson Eileen A. Kamerick Kristen M. Ludgate Owen J. Sullivan 25

  32. COMPENSATION DISCUSSION AND ANALYSIS

    | EXECUTIVE SUMMARY | 25 | | OVERVIEW OF EXECUTIVE COMPENSATION PRINCIPLES | 28 | | EXECUTIVE COMPENSATION FOR 2025 | 30 | | BASE SALARY | 31 | | SHORT-TERM INCENTIVE COMPENSATION | 32 | | LONG-TERM INCENTIVE COMPENSATION | 34 | | RISK MITIGATION POLICIES | 36 | | OTHER BENEFIT PROGRAMS | 37 | | COMPENSATION GOVERNANCE | 39 |

  33. 2025 Components of Executive Compensation

    | Type | Component | Key Features | | At-Risk Incentive Compensation | Short-Term Incentive Awards (100% Cash) | •Target set as percentage of salary •2025 Metrics/Weight: –Net Income After Tax (40%) –Revenue Before Long Term Credit Charge (30%) –Operating Leverage (30%) •Payout range from 0% to 175% | | | •Incentivize and reward executives for exceptional annual performance, both financially and strategically | | | | •Incentivize collaboration among executives across different lines of business | | | | Long-Term Incentive Awards (100% Equity) | 75% Performance-Based Restricted Stock Units (PRSUs) •Target opportunity set as a percentage of salary •3-year performance period •2025-2027 Metrics/Weight: –Relative TSR (65%) –Absolute Target ROACET1* (35%) •Payout range from 0% to 150% 25 % Time-Based Restricted Stock Units (RSUs) •Full value grants •Vest ratably over four years | | | •Align the interests of executives and shareholders | | | | •Incentivize long-term decision making and meaningful value creation | | | | •Reward exceptional performance | | | | •Attract and retain high-performing executives | | | | •Support stock ownership guidelines | | | Not At-Risk Fixed Compensation | Base Salary | •Reviewed annually •Amounts adjusted based on each executive's role, scope, complexity, individual performance and competitive market trends | | | •Provide market competitive fixed compensation for performing responsibilities of the position | | | | •Attract and retain exceptional talent capable of performing in a growth environment | | | *Return on Average Common Equity Tier 1. | | | | Target Total Direct Compensation | | |

  34. Highlights of Executive Compensation Practices

    | What we do | | What we do not do | | | • | Pay for performance by having a significant portion of executives’ compensation tied to Company performance and weighted toward the long term. | • | Have excess perquisites for our executives. Perquisites are limited to financial planning services, executive physicals, relocation benefits, CEO security and access to clubs for business purposes. | | • | Use long-term incentive pay that is denominated and delivered in equity. | • | Have employment agreements with our NEOs. | | • | Have a robust and compliant policy to clawback erroneously awarded time-based and performance- based compensation from current and former executive officers in the event of a financial restatement. | • | Pay dividend equivalents before the end of the performance period on unvested performance-based stock unit awards. Dividends are calculated based on the number of shares earned at vesting for both performance-based and time-based awards. | | • | Retain an independent compensation consultant selected by and reporting directly to the Committee. | • | Reprice stock options or Stock Appreciation Rights (SARs) without shareholder approval. | | • | Require a double trigger for vesting of equity awards and severance payments upon a change of control. | • | Make tax gross-up payments in connection with excise tax or other tax liabilities except for relocation and certain CEO security benefits. | | • | Use robust incentive plan governance that is reviewed by internal key experts, the Committee and an independent compensation consultant as needed. | • | Allow hedging or pledging of Company securities by executive officers, directors, key policy-making officers of the Company and colleagues routinely in possession of financial information prior to public release. | | • | Hold an annual “Say-on-Pay” vote to solicit regular feedback from shareholders on our executive compensation program. | | | | • | Hold proactive shareholder engagement meetings to solicit input on our pay program. | | | | • | Require stock ownership by executive officers including a requirement to hold 100% of shares until the applicable share ownership guideline is met. | | |

  35. Peer Group

    Peer Group Each year, the Committee, with the input and advice of our compensation consultant, reviews and assesses the peer group. Our peer group selection process considers the following: •Regional banks generally with asset size between 0.5x to 2.0x of Associated’s assets; •An overall comparison of company structure and services; and •How frequently the banks were selected as peers by other banks. After a comprehensive review, the Committee approved retaining the same peer group in 2025 that was used in 2024. The peer group consists of 21 bank holding companies that the Committee and compensation consultant believe are appropriate for comparison purposes in terms of size (based on total assets) and business composition (engaged in lines of business similar to Associated). Overall, the companies included in the 2025 peer group ranged in asset size from approximately $18.7 billion to approximately $75.0 billion. The median asset size of the companies in the peer group was approximately $44 billion, compared to Associated’s total assets of $45.2 billion as of December 31, 2025. The 2025 peer group companies were:

  36. Peer Group

    | 2025 Peer Group | | | | Bank OZK (OZK) | Fulton Financial Corporation (FULT) | Texas Capital Bancshares (TCBI) | | BankUnited, Inc. (BKU) | Hancock Whitney Corp (HWC) | Trustmark Corporation (TRMK) | | BOK Financial Corporation (BOKF) | Old National Bancorp (ONB) | UMB Financial Corporation (UMBF) | | Columbia Banking System, Inc. (COLB) | Pinnacle Financial Partners, Inc. (PNFP) | United Bankshares, Inc. (UBSI) | | Commerce Bancshares, Inc. (CBSH) | Prosperity Bancshares (PB) | Valley National Bancorp (VLY) | | Cullen/Frost Bankers, Inc. (CFR) | Simmons First National Corp (SFNC) | Webster Financial Corporation (WBS) | | F.N.B. Corporation (FNB) | Synovus Financial Corporation (SNV) | Wintrust Financial Corporation (WTFC) |

  37. Peer Group

    While the peer group is a key point of comparison in the total compensation strategy, the Committee also considered broader banking and financial services industry survey data as part of its compensation determinations to provide additional market context. The compensation consultant analyzed compensation data from peer company public filings and the McLagan and Willis Towers Watson executive financial services surveys, each of which included members of Associated’s peer group. In analyzing the data, the compensation consultant advised that the additional comparisons, beyond the peer group, provided a broader perspective from which to appropriately compare compensation. 30

  38. Peer Group

    | EXECUTIVE COMPENSATION FOR 2025 |

  39. 2025 Overview

    | 2025 Executive Target Direct Compensation | | | | | | | | Named Executive Officer | Base Salary $ | Short-Term Incentive Target as a % of Base Salary | Short-Term Incentive Target $ | Long-Term Incentive Target as a % of Base Salary | Long-Term Incentive Target $ | Total Target Direct Compensation | | Andrew J. Harmening | $1,120,000 | 150% | $1,680,000 | 250% | $2,800,000 | $5,600,000 | | Derek S. Meyer | $600,000 | 80% | $480,000 | 110% | $660,000 | $1,740,000 | | John A. Utz | $490,000 | 75% | $367,500 | 110% | $539,000 | $1,396,500 | | Randall J. Erickson | $498,000 | 70% | $348,600 | 100% | $498,000 | $1,344,600 | | Julio N. Manso | $450,000 | 70% | $315,000 | 90% | $405,000 | $1,170,000 |

  40. 2025 CEO Annual Total Target Direct Compensation

    | SHORT-TERM INCENTIVE COMPENSATION |

  41. Short-Term Incentive

    Short-Term Incentive Our annual short-term incentive program, referred to as the Management Incentive Plan (MIP), was established to support the Company's strategic business objectives, promote the attainment of our annual financial plan and encourage effective collaboration across teams. Each year, the Committee reviews the MIP structure and establishes performance criteria and target performance levels to determine the target pool funding available under the MIP for eligible colleagues. For 2025, the Committee maintained the same MIP metrics and weightings as in 2024 as they continue to reflect the current business priorities and are viewed as an effective way to gauge the success of the Company in achieving its strategic vision. All three metrics are critical to the success of the Company and align with creating value for shareholders and reinforcing the priorities of income growth and managing expense. The MIP metrics are summarized in the following table.

  42. Short-Term Incentive

    | 2025 MIP Metrics | | | | | Metric | Weight | Rationale | Metric Definition | | Net Income After Tax (NIAT) | 40% | Focuses on bottom-line growth. | Represents profit after most expenses (e.g., business costs, provision for loan losses, taxes) have been deducted from revenue. NIAT is a GAAP measure included in the Company’s Annual Report on Form 10-K Consolidated Statement of Income. | | Revenue Before Long- Term Credit Charge (Revenue Before LTCC) | 30% | Directly aligns with strategic initiatives to grow the Company. | A non-GAAP measure that consists of Net Interest Income plus Noninterest Income (Loss) generated by Associated which can be found in the Company's Annual Consolidated Statement of Income. | | Operating Leverage | 30% | Measures efficiency aimed at achieving revenue growth faster than expenses, encouraging a balanced focus on growth, not just expense reduction. | Year-over-year percentage change in total Revenue Before LTCC minus the percentage change in total Noninterest Expense. This is a non-GAAP measure. A positive ratio shows that revenue is growing faster than expenses. A negative ratio indicates that expenses are accumulating faster than revenue. |

  43. 2025 MIP Payout

    2025 MIP Payout Our strong financial performance in 2025 resulted in plan achievement of 128% as outlined in the chart below. The chart displays the schedule of metrics, goals and achievement toward goals, as determined by the Committee and actual 2025 results.

  44. 2025 MIP Payout

    | 2025 Management Incentive Plan (MIP) Full Year 2025 Awards | | | | | | | (Dollars in millions) | | | | | | | Metric | Weight | Threshold | Target | Maximum | Metric Achievement | | NIAT | 40% | $285.6 | $408.0 | $530.3 | 140% | | Revenue Before LTCC | 30% | $1,227.6 | $1,444.3 | $1,660.9 | 115% | | Operating Leverage | 30% | 1.50% | 5.50% | 9.50% | 125% | | Final Approved Funding | | | | | 128% |

  45. 2025 MIP Payout

    $474.8 $1,488 6.84% 33

  46. Approval of 2025 Short-Term Incentive Payout

    Approval of 2025 Short-Term Incentive Payout The Committee determined the amount of the MIP payout to each NEO by multiplying the respective incentive target by the Company's performance achievement of 128%. All ELT members were rewarded based on overall Company results with no individual modifications made for individual NEO performance.

  47. Approval of 2025 Short-Term Incentive Payout

    | 2025 Incentive Payout as a Percent of NEO Target | | | | | Named Executive Officer | Target Payout $ | Actual Payout $ | Achievement as a Percent of Target | | Andrew J. Harmening | $1,680,000 | $2,150,400 | 128% | | Derek S. Meyer | $480,000 | $614,400 | 128% | | John A. Utz | $367,500 | $470,400 | 128% | | Randall J. Erickson | $348,600 | $446,208 | 128% | | Julio N. Manso | $315,000 | $403,200 | 128% |

  48. Approval of 2025 Short-Term Incentive Payout

    34

  49. Approval of 2025 Short-Term Incentive Payout

    | LONG-TERM INCENTIVE COMPENSATION |

  50. Approval of 2025 Short-Term Incentive Payout

    The Committee believes a significant portion of executive total compensation should be performance‑based and aligned with the long‑term interests of shareholders. Accordingly, the Committee designs the Company’s long‑term incentive program to link executive compensation outcomes to sustained Company performance and shareholder value creation. To support these objectives, the Committee administers the Long‑Term Incentive Performance Plan (“LTIPP”), under which equity awards consist of both performance‑based restricted stock units (“PRSUs”) and time‑based restricted stock units (“RSUs”) weighted at 75% and 25%, respectively. The Committee believes this structure appropriately balances performance accountability with executive retention considerations. Individual LTIPP award opportunities are established annually and are expressed as a percentage of base salary. Outstanding LTIPP awards are subject to the terms of the 2020 Incentive Compensation Plan. LTIPP awards made after April 2025 will be subject to the terms of the 2025 Equity Incentive Plan. Individual target grant amounts are awarded annually, typically in February. The Committee considers one-time awards only in exceptional circumstances. No one-time awards were granted in 2025. The value of the PRSUs and RSUs awarded to a NEO is determined by multiplying base salary by the LTIPP target percent which is then allocated between PRSUs and RSUs accordingly. To determine the number of shares awarded, the dollar values are divided by the closing market price of a share of Associated's Common Stock on the grant date. The LTIPP amounts awarded to each NEO for the 2025-2027 performance period are listed in the table below.

  51. Approval of 2025 Short-Term Incentive Payout

    | 2025 Long-Term (“LTI”) Award Opportunity | | | | | | | Named Executive Officer | Base Salary | LTIPP Target | Total LTI Opportunity | 75% PRSUs (at Target) | 25% RSUs (at Target) | | Andrew J. Harmening | $1,120,000 | 250% | $2,800,000 | $2,100,000 | $700,000 | | Derek S. Meyer | $600,000 | 110% | $660,000 | $495,000 | $165,000 | | John A. Utz | $490,000 | 110% | $539,000 | $404,250 | $134,750 | | Randall J. Erickson | $498,000 | 100% | $498,000 | $373,500 | $124,500 | | Julio N. Manso | $450,000 | 90% | $405,000 | $303,750 | $101,250 |

  52. Performance Restricted Stock Units

    Performance Restricted Stock Units Under the LTIPP, actual payouts of the PRSUs will be based on Associated’s results during the specified measurement period relative to goals approved by the Committee for that LTIPP performance period.

  53. Restricted Stock Units

    Restricted Stock Units Restricted Stock Units ("RSUs") vest over a defined period and the value varies based on the performance of Associated’s Common Stock which creates alignment between executive pay and shareholder value and promotes executive retention. The RSUs granted in 2025 vest over a four-year period, with one-fourth of the grant vesting each year.

  54. 2025-2027 LTIPP

    2025-2027 LTIPP Grants under the 2025-2027 LTIPP are based on a three-year performance period that began on January 1, 2025, and will end on December 31, 2027. Based on the Company’s performance during the period, the number of actual shares that vest can range from a minimum of 0% to a maximum of 150% of the target award. For the 2025-2027 LTIPP period, the Committee maintained the same metrics and weightings as in the 2024-2026 LTIPP as they continue to support the Company's long-term strategy and the creation of shareholder value. The 2025-2027 performance metrics established by the Committee to determine the vesting of the PRSUs are as follows: •Relative Total Shareholder Return (TSR) (65% weight) is measured against the KBW Nasdaq Regional Banking Total Return Index (^KRXTR). The Committee believes Relative TSR, which includes the net change in stock price plus dividends paid during the applicable period, is a valuable measure because it directly aligns with shareholder interests and encourages management to outperform peers in the creation of shareholder value. Compared to the KRXTR, Relative TSR performance below the 25th percentile (Threshold) results in no payout whereas performance achieved at the 75th percentile results in a 150% payout (Maximum). Based on common market practice, Relative TSR is calculated using the average of the last 30 days of 2024 versus the average of the last 30 days of 2027.

  55. 2025-2027 LTIPP

    | If absolute TSR is negative at the end of the three-year performance period, the TSR payout will be capped at 100% of target. |

  56. 2023-2025 LTIPP

    2023-2025 LTIPP Grants under the 2023–2025 LTIPP were based on a three‑year performance period beginning January 1, 2023, and ending December 31, 2025, with vesting outcomes that could range from 0% to 150% of target. The performance metrics were Relative Total Shareholder Return (“TSR”) and absolute Return on Average Tangible Common Equity (“ROATCE”) as follows. •Relative TSR (65% weight) is measured against the KBW Nasdaq Regional Banking Total Return Index (^KRXTR). Relative TSR, which includes the net change in stock price plus dividends paid during the applicable period, is calculated using the average share price of the last 30 days of 2022 versus the average of the last 30 days of 2025. If absolute TSR is negative, the payout will be limited to 100% of target. In the event performance results fall below the 30th percentile of peers, no payout would occur. •Return on Average Tangible Common Equity (ROATCE) Target (35% weight) is measured against absolute standards, which were set to reinforce the improvement of the Company’s ROATCE compared to banks included in the KRXTR index. Results were determined using the sum of each quarter’s net income available to common over the 3-year period divided by the average tangible common equity. Additionally, a performance hurdle was established to ensure that the Company's improvement in ROATCE over the full three-year performance period was greater than KRXTR median improvement. If the performance hurdle was not met, no payout would occur. The Committee established the performance goals through a disciplined target‑setting process designed to align executive compensation with the Company’s long‑term strategic and financial objectives and to support pay‑for‑performance alignment across a range of potential outcomes.

  57. •Relative TSR

    •Relative TSR The Company achieved 112.5% of its Relative TSR goal, finishing at the 56th percentile relative to the KBW Nasdaq Regional Banking Total Return Index. •ROATCE In light of the significant interest rate volatility experienced by the regional banking sector during the performance period, which resulted in a material decline in the KRXTR median ROATCE during the period, the Committee exercised its discretion to adjust the ROATCE target to reflect the economic environment. Specifically, the threshold, target, and maximum goals were each reduced by 135 basis points (1.35%) considering that the KRXTR estimated median decreased by approximately 223 basis points (2.23%) over this period. The Committee determined not to adjust the goals for the full amount of the decrease observed amongst the KRXTR banks, as improvement in the Company’s performance relative to banks within this index was expected. The Company's unadjusted ROATCE results would have resulted in below-threshold formulaic performance. The Company achieved 76.4% of the adjusted ROATCE target. In addition, the Company's ROATCE performance improvement over the full three-year performance period exceeded the KRXTR median change. Specifically, the Company’s ROATCE1 result decreased by 97 basis points (0.97%) over the period (from 13.77% in 2022 to an adjusted result of 12.80% over the 2023-2025 period after adjusting for the balance sheet repositionings and other nonrecurring items during the period). Whereas, the KRXTR median result decreased approximately 223 basis points (2.23%) over the period (from 16.19% in 2022 to an average of 13.96% in 2023-2025). The Committee believes the ELT achieved the desired ROATCE outcome by narrowing the gap to the KRXTR peers. Based on the ELT’s progress towards achieving the 2023-2025 performance goals and to preserve the intended retention objectives of the LTIPP, the Committee determined it was appropriate to recognize the results demonstrated. 36 The combined formulaic achievement of Relative TSR and adjusted ROATCE goals resulted in a payout payout at 99.85% of target. If the combined achievement had exceeded 100%, the Committee agreed that it would have exercised its discretion to cap the payout at 100%. The Committee retains discretion under the LTIPP but exercises it infrequently and only in limited circumstances. The Committee believes this determination reflects appropriate alignment between compensation outcomes and performance results, consistent with sound governance practices and shareholder interests. The chart below summarizes the 2023-2025 LTIPP performance goals and achievement, as adjusted and approved by the Committee.

  58. •Relative TSR

    | Metric | Weight | Threshold | Target | Maximum | Metric Achievement | | Relative TSR As of December 31, 2025 | 65% | 30th Percentile | 50th Percentile | 75th Percentile | 112.5% | | ROATCE1 Target (gap closure) | 35% | 12.536% | 13.036% | 13.536% | 76.4% | | Adjusted Achievement2 | | | | | 99.85% | | Final Approved Payout | | | | | 99.85% | | 1This is a non-GAAP financial measure. See Appendix A for a reconciliation of non-GAAP financial measures to GAAP financial measures. | | | | | | | 2The 2023-2025 LTIPP three-year performance period was impacted by our financial results for years ending December 31, 2023 and December 31, 2024 due to several nonrecurring items associated with the balance sheet repositionings announced in November of 2023 and December of 2024, respectively. These transactions were designed to further drive improved profitability and accelerate our organic growth strategy. The Q4-2023 adjustment included a one-time loss of $157 million associated with the strategic balance sheet repositioning to change the operating model, including the sale of $1 billion in residential real estate. The Q4-2024 adjustment included a non-recurring balance sheet repositioning charge of $253 million to further accelerate the Company's organic growth strategy. Both of these adjustments are reflected in the Company’s ROATCE target result. For more details, refer to the “Reconciliation of Non-GAAP Financial Measures” provided in Appendix A. | | | | | |

  59. Approval of 2023 - 2025 LTIPP Payout

    Approval of 2023 - 2025 LTIPP Payout The Committee determined the amount of the 2023-2025 LTIPP payout to each NEO by multiplying the respective incentive target by the Company's adjusted performance achievement of 100%.

  60. Approval of 2023 - 2025 LTIPP Payout

    | 2023 - 2025 Adjusted LTIPP Payout | | | | | Named Executive Officer | Target Shares Awarded | Actual Vested Shares | Adjusted Achievement as a Percent of Target | | Andrew J. Harmening | 87,943 | 87,811 | 99.85% | | Derek S. Meyer | 18,408 | 18,380 | 99.85% | | John A. Utz | 18,408 | 18,380 | 99.85% | | Randall J. Erickson | 16,393 | 16,368 | 99.85% | | Julio N. Manso1 | N/A | N/A | N/A |

  61. Approval of 2023 - 2025 LTIPP Payout

    1Mr. Manso was not employed by the Company when the 2023-2025 award was granted.

  62. Approval of 2023 - 2025 LTIPP Payout

    | RISK MITIGATION POLICIES |

  63. Change of Control Agreements

    Change of Control Agreements Each of the NEOs and all other ELT members have Change of Control Agreements (“COC Agreements”) which were put in place in 2018 or, if later, when they became an ELT member of the Company. The payments and benefits provided under the COC Agreements are subject to a “double trigger”, which provides for payment only upon involuntary separation following a change of control, and are not payable upon (1) a termination of an executive’s employment for “Cause” or a resignation by an executive without “Good Reason” or (2) any termination of an executive’s employment prior to a “Change of Control” (each as defined in the COC Agreements). These COC Agreements are summarized in the “Potential Payments Upon Termination or Change of Control” section beginning on page 46.

  64. Equity Grant Timing Practices

    Equity Grant Timing Practices All equity awards are granted under a shareholder-approved plan. The Committee approves and grants annual Long-Term Incentive (“LTI”) awards to our ELT at approximately the same time every year, with awards granted typically in February. Associated's LTI program has not included stock option grants since 2020 and has no intention of doing so in the foreseeable future. In 2025, the LTI award to our ELT consisted of Performance-Based Restricted Stock Units (“PRSUs”) and Time-Based Restricted Stock Units (“RSUs”). Outside of the annual grant cycle, we may make PRSU and/or RSU awards in connection with a newly hired or promoted executive on the date of hire or promotion, or in connection with a retention award. Equity awards, including stock options, are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed based on stock option or other equity grant dates.

  65. Equity Grant Timing Practices

    | COMPENSATION GOVERNANCE |

  66. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant On an annual basis the Committee reviews the services performed by, and the fees paid to the independent compensation consultant. In 2025, the Committee re-engaged Mercer US LLC (“Mercer”) to advise on a variety of matters relating to the executive compensation program. In addition to providing independent advice, Mercer was selected for their deep knowledge and expertise in the banking and financial services sectors. During 2025, Mercer performed a competitive analysis of Associated’s executive compensation levels and incentive practices, collaborated with the Committee on plan design changes and performed related assistance, and advised on non-employee director compensation which the Committee affirmed were in- line with expectations and best practices. The Committee discussed the independence of the Compensation consultant considering the factors set forth in Rule 10C-1(b)(4) under the Exchange Act and NYSE rules. Additionally, the Committee has established procedures that it follows so that the advice of the compensation consultant to the Committee remains objective and is not influenced by Associated’s management, including: •Direct reporting relationship of the compensation consultant to the Committee; •Provision in the Committee’s engagement letter with Mercer specifying the nature of the work to be conducted and the role that management may play in that work; and •Annual update to the Committee on the compensation consultant’s financial relationship with Associated, including a summary of the work performed for Associated during the preceding 12 months. For fiscal year 2025, the aggregate fees paid to Mercer for executive compensation services totaled approximately $425,000. In addition, for fiscal year 2025, the Company acquired Mercer survey data for approximately $22,400, and a Mercer affiliate acted as a broker or agent for the Company with respect to health and welfare insurance and received brokerage commissions in the amount of $150,000. The Committee was not involved in the decision to engage, or the approval of, the engagement of the affiliate for these other services.

  67. EXECUTIVE COMPENSATION TABLES

    | SUMMARY COMPENSATION TABLE |

  68. EXECUTIVE COMPENSATION TABLES

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($)(6) | | Andrew J. Harmening President and CEO | 2025 | $1,120,000 | $— | $2,799,980 | $2,150,400 | $5,921 | $278,325 | $6,354,626 | | | 2024 | $1,070,000 | $— | $2,674,986 | $1,657,965 | $5,655 | $64,482 | $5,473,089 | | | 2023 | $1,030,000 | $— | $2,574,964 | $1,035,150 | $5,134 | $101,473 | $4,746,720 | | Derek S. Meyer Executive Vice President, Chief Financial Officer | 2025 | $600,000 | $— | $659,994 | $614,400 | $5,476 | $54,689 | $1,934,559 | | | 2024 | $550,000 | $— | $604,997 | $454,520 | $5,175 | $48,756 | $1,663,448 | | | 2023 | $490,000 | $— | $538,986 | $246,225 | $— | $75,668 | $1,350,880 | | John A. Utz Executive Vice President, Head of Specialized Industries & Capital Markets and Milwaukee Market President | 2025 | $490,000 | $— | $538,966 | $470,400 | $13,160 | $63,197 | $1,575,723 | | | 2024 | $490,000 | $— | $538,980 | $379,628 | $13,452 | $60,106 | $1,482,166 | | | 2023 | $490,000 | $— | $538,986 | $246,225 | $11,234 | $64,036 | $1,350,482 | | Randall J. Erickson Executive Vice President, General Counsel & Corporate Secretary | 2025 | $498,000 | $— | $497,988 | $446,208 | $11,556 | $59,579 | $1,513,331 | | | 2024 | $480,000 | $— | $479,980 | $347,088 | $11,724 | $70,236 | $1,389,028 | | | 2023 | $480,000 | $— | $479,980 | $225,120 | $9,883 | $58,441 | $1,253,424 | | Julio N. Manso Executive Vice President, Chief Human Resources Officer | 2025 | $262,500 | $100,000 | $605,080 | $403,200 | $— | $43,676 | $1,414,456 |

  69. EXECUTIVE COMPENSATION TABLES

    | GRANTS OF PLAN-BASED AWARDS DURING 2025 |

  70. EXECUTIVE COMPENSATION TABLES

    | OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025 |

  71. EXECUTIVE COMPENSATION TABLES

    | OPTION EXERCISES AND STOCK VESTED IN 2025 |

  72. EXECUTIVE COMPENSATION TABLES

    | PENSION BENEFITS IN 2025 |

  73. EXECUTIVE COMPENSATION TABLES

    | NONQUALIFIED DEFERRED COMPENSATION IN 2025 |

  74. EXECUTIVE COMPENSATION TABLES

    | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL |

  75. EXECUTIVE COMPENSATION TABLES

    | CEO PAY RATIO AND MEDIAN ANNUAL TOTAL COMPENSATION |

  76. Median Annual Total Compensation Methodology

    | PAY VERSUS PERFORMANCE TABLE |

  77. Narrative and Graphic Disclosure to Pay Versus Performance Table

    Narrative and Graphic Disclosure to Pay Versus Performance Table

  78. Relationship Between Compensation Actually Paid and Certain Financial Performance Measures

    Relationship Between Compensation Actually Paid and Certain Financial Performance Measures The following graph compares Compensation Actually Paid to our PEOs and the average Compensation Actually Paid to our other NEOs to (i) our cumulative TSR, and (ii) KBW Nasdaq Regional Banking Total Return Index TSR, for the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025. TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested. 51 The following graph compares (i) Compensation Actually Paid to our PEOs and the average Compensation Actually Paid to our other NEOs to (ii) our net income, for the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025. The following graph compares (i) Compensation Actually Paid to our PEOs and the average Compensation Actually Paid to our other NEOs to (ii) our adjusted operating leverage, for the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025. (1) Operating Leverage is calculated by taking the year over year percentage change in Total Revenue Before Long-Term Credit Charge minus the percentage change in Total Noninterest Expense. A positive ratio shows that revenue is growing faster than expenses. Whereas a negative ratio indicates that expenses are accumulating faster than revenue. The 2021 ratio has been adjusted to exclude the gain on the June 30, 2020 sale of ABRC. The 2023 ratio has been adjusted to exclude a loss on a mortgage portfolio sale and investment securities losses associated with nonrecurring losses from the balance sheet repositioning announced during the fourth quarter of 2023 and expenses for certain FDIC assessments impacts. The 2024 ratio has been adjusted to exclude a loss on a mortgage portfolio sale, investment securities losses, interest income and expense for prepayment on FHLB advances with nonrecurring transactions from the balance sheet repositioning announced during the fourth quarter of 2024. See further details of these adjustments within the non-GAAP tables in Appendix A. 52

  79. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Board’s philosophy for director compensation is to provide a balanced competitive total compensation program that allows for the attraction and retention of qualified directors and reflects the increasing demands of being a public company director, the increasing regulation of the banking industry and of publicly traded corporations in general, and the personal risk factors associated with being a director. The Compensation and Benefits Committee evaluates the competitiveness of director compensation on an ongoing basis. The Committee engaged Mercer to perform a competitive analysis of Associated’s director compensation program and evaluate the levels of pay, pay mix and form with respect to its director compensation programs. These evaluations, among others, have guided director compensation towards the market range of the S&P 400 (of which Associated is a component company). The material terms of the non-employee director compensation arrangements for 2026 are as follows: •$85,000 annual retainer (with no additional meeting fees for meetings of the Board or standing committees thereof) •RSUs with a fair market value of $125,000 are granted annually on February 1 of each year. A director joining the Board after February 1 receives a prorated RSU grant. The RSUs (and any related dividend equivalent units) subject to each grant will become fully vested on the first anniversary of each grant date and, unless deferred pursuant to the Directors’ Deferred Compensation Plan, the shares of Common Stock will be issued to the director shortly after vesting. •$105,000 additional retainer for the non-executive Chairman •$20,000 additional retainer for the Chairs of the Audit Committee, Compensation and Benefits Committee, Corporate Development Committee, Corporate Governance and Social Responsibility Committee, Enterprise Risk Committee, and Trust Committee •$1,500 ad hoc committee meeting fee (when and if such a committee is convened) Mr. Harmening does not receive any additional compensation for serving on the Board or chairing the Corporate Development Committee.

  80. DIRECTOR COMPENSATION

    | DIRECTORS’ DEFERRED COMPENSATION PLAN |

  81. DIRECTOR COMPENSATION

    Through its acquisition of other banks and bank holding companies, Associated became the sponsor of several directors’ deferred compensation plans. To simplify ongoing administration, Associated established its own directors’ deferred compensation plan and merged the predecessor plans into it effective July 1, 1999. Prior to 2013, Associated made monetary contributions into the Directors’ Deferred Compensation Plan (the “Director Plan”) for each non-employee director. Those contributions were required to be invested in an account the balance of which is based on the trading price of Associated Common Stock. Directors may defer any or all of their board fees, including retainers under the Director Plan. In an effort to provide directors additional flexibility to manage their annual RSU grants, the Committee amended the Director Plan in late 2018 to permit directors to defer the settlement of some or all of the shares of Common Stock received upon the vesting of their RSU awards, beginning in 2019. Earnings under the Director Plan are based on the performance of plan investment alternatives and are not supplemented by Associated. With the exception of the investment of the Associated contribution referenced above, directors may realign investments as frequently as they wish. Distributions begin six months after a director ceases to serve on the Board, and payments are made according to elections made prior to the commencement of deferrals. Distributions are paid either in a lump sum, or in annual installments over a five-year or ten-year period. 54

  82. DIRECTOR COMPENSATION

    | DIRECTOR COMPENSATION IN 2025 |

  83. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | R. Jay Gerken | 81,250 | 125,000 | 0 | 0 | 0 | 0 | 206,250 | | Judith P. Greffin | 81,250 | 125,000 | 0 | 0 | 0 | 0 | 206,250 | | Michael J. Haddad | 81,250 | 125,000 | 0 | 0 | 0 | 0 | 206,250 | | Robert A. Jeffe | 97,500 | 125,000 | 0 | 0 | 0 | 0 | 222,500 | | Rodney Jones-Tyson | 81,250 | 125,000 | 0 | 0 | 0 | 0 | 206,250 | | Eileen A. Kamerick | 97,500 | 125,000 | 0 | 0 | 0 | 0 | 222,500 | | Gale E. Klappa | 97,500 | 125,000 | 0 | 0 | 0 | 0 | 222,500 | | Kristen M. Ludgate | 81,250 | 125,000 | 0 | 0 | 0 | 0 | 206,250 | | Cory L. Nettles | 97,500 | 125,000 | 0 | 0 | 0 | 0 | 222,500 | | Owen J. Sullivan | 81,250 | 125,000 | 0 | 0 | 0 | 0 | 206,250 | | Karen T. van Lith | 97,500 | 125,000 | 0 | 0 | 0 | 0 | 222,500 | | John (Jay) B. Williams | 182,500 | 125,000 | 0 | 0 | 0 | 0 | 307,500 |

  84. DIRECTOR COMPENSATION

    (1) The amounts shown represent the aggregate grant date fair value for awards granted in 2025, computed in accordance with FASB ASC Topic 718. For the nominees who were directors on January 31, 2025, the number of RSUs granted was determined by dividing the grant date value of the award, $125,000, by $25.14, the closing price of the Company’s Common Stock on January 31, 2025. 55

  85. APPENDIX A: RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

    | Pay Versus Performance Adjusted Results | | | | | | 2024 Operating leverage(a) | YTD December | | Operating leverage | Adjusted operating leverage | | ($ in thousands) | 2024 | 2023 | | | | Net interest income | $1,047,248 | $1,039,573 | | | | Noninterest (loss) income | (9,407) | 63,182 | | | | Revenue before LTCC | $1,037,841 | $1,102,755 | (5.9)% | | | Loss on mortgage portfolio sale | 130,406 | 136,239 | | | | Net loss on sale of investments | 148,183 | 64,940 | | | | Interest income impacts from initiatives | (2,846) | — | | | | Adjusted revenue before LTCC | $1,313,584 | $1,303,934 | | 0.7% | | Noninterest expense | $818,397 | $813,682 | 0.6% | | | Loss on prepayments of FHLB advances | (14,243) | — | | | | FDIC special assessment | — | (30,597) | | | | Adjusted noninterest expense | $804,154 | $783,085 | | 2.7% | | | | | (6.5)% | (2.0)% | | 2023 Operating leverage(a) | YTD December | | Operating leverage | Adjusted operating leverage | | ($ in thousands) | 2023 | 2022 | | | | Net interest income | $1,039,573 | $957,321 | | | | Noninterest income | 63,182 | 282,370 | | | | Revenue before LTCC | $1,102,755 | $1,239,691 | (11.0)% | | | Loss on mortgage portfolio sale | 136,239 | — | | | | Net loss on sale of investments | 64,940 | — | | | | Adjusted revenue before LTCC | $1,303,934 | $1,239,691 | | 5.2% | | Noninterest expense | $813,682 | $747,063 | 8.9% | | | FDIC assessment(b) | (37,825) | — | | | | Adjusted noninterest expense | $775,857 | $747,063 | | 3.9% | | | | | (19.9)% | 1.3% | | 2022 Operating leverage | YTD December | | Operating leverage | | | ($ in thousands) | 2022 | 2021 | | | | Net interest income | $957,321 | $725,855 | | | | Noninterest income | 282,370 | 332,364 | | | | Revenue before LTCC | $1,239,691 | $1,058,219 | 17.1% | | | Noninterest expense | $747,063 | $709,924 | 5.2% | | | | | | 11.9% | | | 2021 Operating leverage(c) | YTD December | | Operating leverage | Adjusted operating leverage | | ($ in thousands) | 2021 | 2020 | | | | Net interest income | $725,855 | $762,957 | | | | Noninterest income | 332,364 | 514,056 | | | | Revenue before LTCC | $1,058,219 | $1,277,013 | (17.1)% | | | Gain on the sale of Associated Benefits and Risk Consulting | — | (163,287) | | | | Adjusted revenue before LTCC | $1,058,219 | $1,113,726 | | (5.0)% | | Noninterest expense | $709,924 | $776,034 | (8.5)% | (8.5)% | | | | | (8.6)% | 3.5% | | (a) Management believes the adjusted measures incorporating the impacts of the balance sheet repositionings that the Corporation announced in the fourth quarters of 2024 and 2023 and the FDIC special assessment are meaningful measures as they reflect adjustments commonly made by management, investors, regulators, and analysts to provide greater understanding of ongoing operations and enhanced comparability of results with prior periods. | | | | | | (b) The 2023 ratio has been adjusted to exclude an additional $38 million of expense for certain FDIC assessments. $7 million of the additional expense relates to the increase in the initial base deposit insurance assessment rate that began in 2023 and the remaining $31 million related to the special assessment due to bank failures incurred in the fourth quarter of 2023. | | | | | | (c) Management believes the adjusted measure related to the pre-tax gain on the June 30, 2020 sale of Associated Benefits and Risk Consulting is a meaningful measure as it reflects an adjustment commonly made by management, investors, regulators, and analysts to provide greater understanding of ongoing operations and enhanced comparability of results with prior periods. | | | | |