Form 4: ASB Director Gerken Acquires Shares and Phantom Stock Units

Associated Banc-Corp Director R. Jay Gerken reported the acquisition of 4,585 shares of common stock and 46,662 phantom stock units, along with a grant of restricted stock units.

Summary

• R. Jay Gerken, a Director of Associated Banc-Corp (ASB), acquired 4,585 shares of common stock with a par value of $0.01 per share.
• The acquisition occurred on February 1, 2026, at a price of $27.26 per share.
• Following this transaction, Gerken beneficially owns 44,794 shares of common stock directly.
• Gerken also acquired 46,662 phantom stock units, which are 100% vested at the time of acquisition.
• These phantom stock units will remain in the Insider's Stock Plan Services plan until separation and will be distributed according to the Insider's election.
• Restricted Stock Units (RSUs) granted on February 1, 2026, will become fully vested on the first anniversary of the grant date.
• The RSUs are payable solely in shares of common stock, unless the Insider elected to defer shares until separation.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal. Insider buying generally indicates confidence in the company's prospects, though the size of the transaction relative to the director's overall holdings and the company's market cap would provide further context.

Positives

• A director's acquisition of common stock and phantom stock units can signal confidence in the company's future performance and valuation.
• The phantom stock units are 100% vested at acquisition, providing immediate beneficial ownership.

Future Outlook

The filing indicates future vesting of Restricted Stock Units on the first anniversary of the February 1, 2026 grant, and the distribution of phantom stock units upon the insider's separation from the company, based on their election.

Industry Context

StockSavvy.ai notes that insider buying, particularly by a director, is often interpreted by the market as a positive signal, suggesting that those closest to the company believe its shares are undervalued or expect future positive developments. This transaction aligns with typical equity compensation and ownership structures for senior executives and board members in the banking sector.

Comparison to Industry Standards

• Insider transactions like this are standard practice for directors and executives across publicly traded companies, including those in the financial services industry.
• The acquisition of shares and phantom stock units is a common method for aligning management's interests with those of shareholders, similar to practices at peer banks such as Zions Bancorporation (ZION) or Comerica Incorporated (CMA).

Related Party Transactions

• The acquisition of common stock and phantom stock units by Director R. Jay Gerken constitutes a related party transaction, as it involves an insider of Associated Banc-Corp.

Stakeholder Impact

• Shareholders may interpret the director's acquisition of shares as a positive indicator of management's belief in the company's future value, potentially boosting investor confidence.
• Employees holding company stock or options may also see this as a positive sign for the company's stability and growth prospects.

Next Steps

• Restricted Stock Units will vest on February 1, 2027.
• Phantom stock units will be distributed upon the Insider's separation from the company, based on their distribution election.

Key Dates

Recommendation

A director's acquisition of company stock, even if part of a compensation plan, generally signals confidence in the company's future performance and valuation. This insider buying activity can be a positive indicator for investors, suggesting potential upside for the stock.

Keywords

Associated Banc-Corp, ASB, Insider Trading, Form 4, Director Stock Acquisition, Phantom Stock Units, Restricted Stock Units, Equity Compensation, Beneficial Ownership