WASHINGTON TRUST BANCORP INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

WASHINGTON TRUST BANCORP, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Dear Fellow Shareholders:

On behalf of the Washington Trust Bancorp, Inc. Board of Directors, it is my pleasure to invite you to the 2024 Annual Meeting of Shareholders. This year’s Annual Meeting will be held in a virtual only format via live webcast. The accompanying Notice of Annual Meeting of Shareholders and Proxy Statement will serve as your guide to the business to be conducted at the meeting. A copy of these materials, as well as our Annual Report to Shareholders, is available on our Investor Relations website at https://ir.washtrust.com/proxy.

As I reflect on 2023, I am most proud of our team’s resilience and continued perseverance in helping us navigate our way through the extremely difficult macro-environment. Throughout the year our team exhibited agility, collaboration, and care in supporting one another through these uncertain and challenging times. Team members from our key business lines— retail banking, commercial banking, mortgage banking, and wealth management services — served as trusted advisors to help our customers manage interest rate hikes, market swings, and inflationary pressures. Our front line and back-office teams continued to deliver exceptional and highly personalized service. I am grateful for our team’s continued support, contributions, and commitment to expense, project, and risk management.

In 2023, we took steps to fortify our business and further position Washington Trust as a sustainably relevant, profitable, and leading regional financial services organization—for the long term. To make progress towards this goal, we remain focused on preserving and building our already strong capital position. We also made strategic decisions towards future growth by approving investments in technology, branch network expansion, and product development and pricing.

To ensure we meet our customers’ evolving expectations for quick, easy, and convenient digital service, we enhanced our business and personal digital banking platforms and streamlined processes. We also approved technological investments centered around simplifying and enhancing the customer experience for new and existing customers. Improving the digital customer experience is key to attracting new deposit, loan, and wealth customers, and building and retaining relationships with existing customers.

As we leverage technology to ensure convenience and accessibility through digital banking, we also continued our commitment to growing our physical branch presence in Rhode Island. This is an integral component of our growth strategy to ensure we deliver localized services, foster community engagement, and provide greater accessibility. In 2023 we opened our first branch on the East Bay, in Barrington, Rhode Island. Earlier this year, in late January, we expanded our northern Rhode Island presence opening a new branch in Smithfield. We are excited to open our 28th branch, in the Olneyville neighborhood of Providence, Rhode Island, later this year. We look forward to deepening our connections with our communities through our strategic branch expansion.

We understand the challenges our customers face in today’s economy and proactively developed products and made pricing decisions to help meet their financial needs. In early 2023 we introduced Simply Free Checking, an account featuring no bank overdraft fees, no monthly fees, and no minimum balance. This account was certified as part of the Bank On movement and meets the Cities for Financial Empowerment Fund (“CFE”) National Account standards. We remain deeply committed to building home ownership equity and introduced the“Buyer’s Advantage TM Program” and the “Home Opportunity TM Program” as part of our “I Luv RITM Community Lending Program.” These three unique community lending programs offer flexible product solutions and a variety of financing options, matching funds, and grants, as well as closing cost credits and grants.

Over the past 223 years, Washington Trust has helped generations of people and businesses achieve their financial goals through savings, lending, and wealth building programs. More importantly, our employees have served as trusted advisors, community leaders, and ambassadors for our financial wellness program. We hold seminars for students and community groups on budgeting, saving, managing debt, and investing in the stock market. We also share tips on important topics such as fraud protection and cyber-security.

As part of our comprehensive initiatives, we remain dedicated to recognizing, observing, and celebrating diversity, equity, and inclusion (“DE&I”) with our employees and the communities we serve. We believe our company and workforce should mirror the diversity of our customers and communities, and this alignment is key to addressing the evolving needs of our growing customer base. Our DE&I Council plays a pivotal role in the successful implementation of our strategy, ensuring that Washington Trust maintains a welcoming environment for all and sustains its reputation as an employer of choice. In 2024, we plan to build on our DE&I commitment through the introduction of employee resource groups designed to provide a safe and supportive space for employees to connect, network, learn and grow personally and professionally while fostering a sense of belonging and community.

The spirit of Washington Trust is alive through our corporate culture, and we received numerous awards and accolades in 2023. We are most proud of those that recognize Washington Trust as a great place to work, including:

•American Banker Best Banks to Work For

•Newsweek America’s Best Banks

•Forbes Best-in-State Banks

•Providence Business News Best Places to Work Rhode Island

•Providence Business News Healthiest Employers of Rhode Island

As we proceed in 2024, there are uncertainties in the banking industry and in the world at large, including interest rates, the credit market, the global economy, and geopolitical events. We have weathered many storms over our 223-year history, and we will continue to do what is best, regardless of the economic environment, by managing our balance sheet, maintaining credit quality, and prudently overseeing expenses. At the same time, we are strategically positioning Washington Trust for long-term growth through deposit acquisition strategies, investments in technology, and physical branch expansion. We believe this positions us for sustained success and we are confident in our ability to navigate any uncertainties.

Our commitment to enhancing long-term value encompasses our shareholders, as well as our valued employees, loyal customers, and the communities we serve. Thank you all for being part of our journey.

Sincerely,

Edward O. Handy III

Chairman and Chief Executive Officer

Notice of Annual Meeting of Shareholders

Date and Time: Tuesday, the 23rd of April, 2024, at 11:00 a.m. ET

Location: The Washington Trust Bancorp, Inc. 2024 Annual Meeting of Shareholders (the “Annual Meeting”) will be held solely by remote communication via live webcast atwww.virtualshareholdermeeting.com/WASH2024. To join the meeting, be sure to have the control number provided to you on the proxy card or Notice of Internet Availability of Proxy Materials. You will not be able to attend the Annual Meeting in person.

Record Date: Shareholders of record at the close of business on February 27, 2024 will be entitled to notice of and to vote at the Annual Meeting.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, please promptly submit your proxy by telephone, Internet or by signing and returning the proxy card by mail. Please refer to this Proxy Statement for additional information.

Important Notice Regarding the Availability of Proxy Materials

for the Annual Shareholder Meeting To Be Held on April 23, 2024

On or about March 12, 2024, we mailed a Notice of Internet Availability of Proxy Materials (the "Notice") to all shareholders of record as of February 27, 2024, containing instructions on how to access our Proxy Statement and Annual Report on Form 10-K and vote your shares. The Notice also contains instructions on how you can (i) receive a paper copy of the proxy materials, if you only received the Notice by mail, or (ii) elect to receive your proxy materials over the Internet.

By Order of the Board of Directors,

Kristen L. DiSanto

Corporate Secretary

March 12, 2024