Associated Banc-Corp 8-K, filed Sep 22, 2026
Associated Banc-Corp (ASB)
About this 8-K
Associated Banc-Corp filed this 8-K on September 22, 2026, reporting on events of September 21, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously announced, Randall J. Erickson, Executive Vice President, General Counsel and Corporate Secretary of Associated Banc-Corp (the “Company”), will retire from his position, effective October 13, 2026 (“Effective Date”). Mr. Erickson will remain in an advisory capacity through the end of 2026 to ensure a successful transition of his duties. In connection with the transition, the Company and Mr. Erickson entered into the Employment Transition – Letter Agreement dated September 21, 2026 (the “Letter Agreement”), providing that Mr. Erickson will serve in the role of Attorney-Advisor from the Effective Date to January 4, 2027 (the “Retirement Date”), reporting to the Company’s Chief Executive Officer and having such duties, authority and responsibility as the Chief Executive Officer and the General Counsel and Corporate Secretary shall determine. In addition, the Letter Agreement sets forth, without limitation, the following material terms:
| · | Mr. Erickson will maintain his current base salary through the Retirement Date. |
| · | He will also retain all vested rights in the Company’s 401(k) plan, Supplemental Executive Retirement Plan, and Retirement Account Plan and will receive all payments due to him under the terms of those plans. |
| · | He is eligible to participate in the Company’s short-term incentive program through the Retirement Date, and he will receive the full amount of his 2026 short-term incentive as calculated in accordance with applicable metrics. |
| · | He will continue to vest in any unvested awards under the 2025-2027 Long-Term Incentive Performance Plan (“LTIPP”) and 2026-2028 LTIPP, all of which are issued under and governed by the 2025 Equity Incentive Plan and the award agreements issued thereunder. |
The foregoing description of the material terms of the Letter Agreement is a summary only and is qualified in its entirety by reference to the text of the Letter Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Letter Agreement, dated September 21, 2026 | |
| 104 | Cover Page Interactive Data File the cover page XBRL tags are embedded within the Inline XBRL document |
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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: September 21, 2026 | By: | /s/ Randall J. Erickson |
| Randall J. Erickson | ||
| Executive Vice President, General Counsel and Corporate Secretary | ||
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Exhibit 10.1
Associated Banc-Corp
September 21, 2026
VIA EMAIL ONLY
Mr. Randall J. Erickson
111 East Kilbourn Avenue, Suite 200
Milwaukee, WI 53202
Randall.Erickson@associatedbank.com
| Re: | Employment Transition – Letter Agreement |
Dear Randy:
The purpose of this letter agreement (the “Agreement”) is to memorialize the terms of the employment transition that you will soon make from Executive Vice President, General Counsel and Corporate Secretary, to Attorney-Advisor. If you agree to these terms, please sign and date where indicated and return a copy to me.
As you know, you are currently Executive Vice President, General Counsel and Corporate Secretary, and hold certain offices with Associated Banc-Corp (“ASB”) and its subsidiaries.
As you also know, we agree that you will transition your employment to Attorney-Advisor, upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. At-Will Employment. Subject to the terms and conditions of this Agreement, you will agree to continue employment and serve in the position described in this Agreement. Your employment with the Company is and shall remain “at will,” which means that you may resign from your employment, or the Company may terminate your employment, at any time, for any reason or no reason, and with or without notice, subject to the terms hereof.
2. Effective Date. The parties agree that your employment hereunder and the terms and conditions of this Agreement will commence and be effective as of October 13, 2026 (the “Effective Date”).
3. Relinquishment of Positions. You agree that, as of the Effective Date, and without further action, you shall: (i) cease to be a member of ASB’s Executive Leadership Team; (ii) cease to be an “executive officer” under applicable securities laws; and (iii) no longer be an “officer” under Regulation O under Federal Reserve regulations.
4. Position and Duties.
(a) Position. Upon the Effective Date, you shall serve as the Attorney-Advisor reporting exclusively to the Chief Executive Officer. In such position, you shall have such duties, authority and responsibility as shall be determined by the Chief Executive Officer and the General Counsel and Corporate Secretary.
(b) Duties. You shall devote substantially all of your business time and attention to the performance of your duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly. Notwithstanding the foregoing, you will be permitted to (i) act or serve as a director, trustee, committee member or principal of any type of business, civic or charitable organization, and (ii) purchase or own less than five percent (5%) of the publicly traded securities of any corporation.
(c) Retirement Date. The parties acknowledge and affirm that you will retire from your employment with ASB, effective January 4, 2027 (the “Retirement Date”). You shall be deemed to have resigned from all positions with ASB as of the Retirement Date without any further action required by you or ASB to effectuate such resignation; provided, however, upon ASB’s request, you shall take all action deemed necessary by ASB to ensure and/or document the effect of same. Notwithstanding this provision, ASB, through its Chief Executive Officer, may request that you postpone your retirement for a reasonable amount of time, and you agree to engage in discussions with ASB regarding a change to the Retirement Date.
5. Compensation and Benefits.
(a) Base Salary. You will maintain your current base salary from the Effective Date until the Retirement Date, payable in regular semi-monthly installments, in accordance with the Company’s usual payroll procedures (the “Salary”).
(b) Vested Incentives. You will retain all your vested rights in the Company’s 401(k) plan, Supplemental Executive Retirement plan, and Retirement Account Plan and will receive all payments due you under the terms of those plans.
(c) Sunset of Short-Term Incentives. Notwithstanding the Effective Date of this Agreement, you shall continue to be entitled to participate in ASB’s short-term incentive program through the Retirement Date. You will receive the full amount of your 2026 short-term incentive, calculated in accordance with the ASB and individual performance metrics set out in applicable plans, consistent with ASB’s Incentive Compensation General Terms & Conditions that provide for payment of such short-term incentive in the event of a retirement occurring after the end of the applicable plan year but before the incentive payment date. ASB will take any action necessary to seek requisite approval from the Compensation and Benefits Committee of the Board of Directors to pay the full 2026 short-term incentive. After that date, subject to the terms of those plans and incentive compensation terms and conditions, you shall no longer be eligible for any of the bonus or short-term incentive plans that are applicable to executives or non-executive colleagues.
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(d) Sunset of Long-Term Incentives. Notwithstanding the Effective Date of this Agreement, you will continue to vest in any unvested awards under the 2025-2027 Long-Term Incentive Performance Plan (“LTIPP”) and 2026-2028 LTIPP, all of which are issued under and governed by the 2025 Equity Incentive Plan and the award agreements issued thereunder. The terms and conditions of such plan and award agreements shall continue to apply.
(e) Acknowledgement of Clawback Obligation. You acknowledge and agree that you remain subject to ASB’s Clawback Policy, which may require you to surrender certain compensation earned, subject to the terms and conditions of such policy.
(f) Other Compensation and Benefit Arrangements. You shall be entitled to participate in any and all benefit programs that are available to non-Executive Leadership Team members, such as health insurance and 401(k) retirement, that are available to non-Executives, provided that you are eligible to participate under the plan documents governing those programs.
(g) Supplemental Executive Retirement Plan. ASB will present the Compensation and Benefits Committee of the Board of Directors with a resolution to approve an annual benefit accrual for 2026, in accordance with the terms of the Associated Banc-Corp Supplemental Executive Retirement Plan.
(h) Withholdings and Taxes. All payments to you will be payable pursuant to ASB’s normal payroll practices. ASB shall deduct from all payments to you hereunder any federal, state or local withholding or other taxes or charges which ASB is from time to time required to deduct under applicable law, and all amounts payable to you hereunder are stated herein before any such deductions.
6. Relinquishment of Change of Control Agreement. You are party to a Change of Control Agreement with ASB (the “COC Agreement”) which provides for certain compensation to you in the event of a change in control. In consideration for the benefits provided to you under this Agreement, upon the Effective Date, you hereby waive and relinquish any and all rights or claims under the COC Agreement.
7. Attorneys’ Fees. In the event that ASB brings any action to enforce any of the provisions of this Agreement, or to obtain money damages for the breach thereof, all expenses, including reasonable attorneys’ fees, shall be paid by you if ASB is the prevailing party.
8. Other Agreements. You acknowledge and agree that you have certain covenants and obligations that are not outlined in this Agreement. Other than the COC Agreement, the parties agree that the terms and conditions of any other written agreements between the parties shall remain in full force and effect.
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9. Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.
10. Choice of Law. All issues concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Wisconsin or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Wisconsin.
11. Amendments and Waiver. The provisions of this Agreement may be amended or waived only by a written instrument, with written consent by both ASB and you, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.
Sincerely,
/s/ Andrew J. Harmening
Andrew J. Harmening
Chief Executive Officer
Associated Banc-Corp
ACKNOWLEDGED AND AGREED
Randall J. Erickson
| /s/ Randall J. Erickson | ||
| Date: | 9/21/2026 | |
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