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 2025 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.

At the core of Washington Trust’s success for more than two centuries is an unwavering focus on our customers.

We stand out in our marketplace as the oldest community bank in America and one of the region’s premier financial services companies. With our industry’s increased fragmentation, it is not uncommon for consumers to deal with multiple providers, often in an impersonal manner. Yet when people are making important financial decisions, they welcome the comfort and reassurance of speaking with a trusted advisor. How can we help people manage their finances? What do they need to achieve their goals and dreams? Such focus was crucial in 2024. Amid a challenging macroeconomic environment, we fortified our business by ensuring Washington Trust’s products and services align with what people truly value. This commitment enabled us to fulfill our promise to all our stakeholders: What we value is you.®

As a respected all-in-one financial provider who has served Rhode Islanders for nearly 225 years, we have a unique opportunity to favorably leverage our human-focused, technology-enabled strengths amid current market dynamics. Our teams pride themselves on being valued resources in the communities we serve. And, we are grateful that, in a period where external economic and geopolitical factors continued to shift and create uncertainty, the steady approach of our teams advanced efficient business operations while creating exceptional customer experiences.

Customer expectations of financial institutions are evolving as new technologies emerge and generations continue on their financial journeys. People want real-time, seamless, intuitive interactions across all channels, coupled with individualized advice based on their needs, preferences, and stages of life. With this understanding, we challenged our teams in 2024 to ensure Washington Trust is optimizing the customer experience across all our business lines—personal banking, business banking, mortgage banking, and wealth management. And to our employees’ credit, they delivered.

At the start of the year, we introduced an omnichannel digital solution that enables customers to open deposit accounts quickly and easily through their preferred delivery channel - online, mobile, in-branch, or through our call center. Other significant customer service enhancements unveiled in 2024 included live-chat functionality on our website, a Spanish-language version of the site to expand accessibility to our products and services, and a “cobrowse” feature that allows secure screen sharing between customers and Washington Trust advisors for guided assistance with online banking tasks. All these enhancements, driven and executed by our employees, underscored our commitment to expediting our customers’ banking experiences so they can get on with their busy lives.

Our wealth management team improved their clients’ experience by launching a new Personal Financial Portal in 2024. This new online platform makes it easy for clients to connect to their investment accounts, wealth advisors, and everything else they need to manage their money. Well-received in its partial rollout in New Haven and Wellesley, the Personal Financial Portal will be available to our wealth management clients in Rhode Island in 2025.

For all the conveniences that technology brings to banking and money management, it unfortunately also increases the risk of fraud. Phishing scams, identity theft, and other cyber threats are an ongoing concern on digital platforms. In addition to prioritizing information security in all aspects of our operations, we recently increased our outreach to alert our customers to common online scams and guide them on what to do if they are victims of fraud. Whether through social media, videos, blogs, or in-person seminars, these efforts reflect an ethos fundamental to the Washington Trust culture: We are always looking out for our customers’ best interests.

We continued to grow our physical branch network in 2024, bolstering our presence in northern Rhode Island with our new Smithfield branch and, later in the year, opening our third Providence location, in Olneyville. Together, these branches furthered our successful expansion in the state, attracting new deposits and bringing the Washington Trust way of doing business to new communities.

Branches are a critical part of our brand presence and strategy. While customers may visit them less frequently, knowing one is nearby offers peace of mind, especially when a person needs individualized guidance or faces a complex financial situation. As the branch’s role has evolved from “a place to do banking” to “a place to learn about financial topics and personalized solutions,” our reputation for trusted advice and local accessibility has grown in value.

Being a trusted financial partner and good neighbor is part of our institutional DNA. Our original charter, granted by the Rhode Island legislature, noted that in the Westerly area, “nothing is wanting but those little assistances, from time to time, which banks only can give.” We opened for business on August 22, 1800 as The Washington Bank, named for George Washington, the nation’s first president, and we have been providing assistances ever since. Across three centuries, we have built deep institutional knowledge, experience, and resilience.

We are hopeful for a more advantageous climate in 2025 and are well-positioned to capitalize on it. Thanks to the hard work of our teams, Washington Trust enjoyed organic growth momentum heading into the fourth quarter of 2024. Then, in December, we announced a capital raise of $70.5 million and subsequent balance sheet repositioning, which entailed selling lower-yielding securities and loans at a loss, and paying down expensive wholesale funding. This was an intentional and well-thought-out strategy to accelerate profitability and fuel continued growth, investment, and balance sheet optimization. Furthermore, we enter 2025 well-capitalized, with strong asset quality, and a dividend yield of 7.1% as of December 31, 2024.

We thank you, our shareholders, for showing tremendous support for this strategy to strengthen our financial foundation. Washington Trust is well-capitalized, as we have been since our founding, and ready to leverage our competitive advantages in our market.

When we celebrate our 225th birthday August 22, 2025, we will do so as grateful stewards of a remarkable institution. We are committed to continuing Washington Trust’s legacy of making a meaningful difference in the places where we live and work and enhancing value for our shareholders, customers, employees, and the communities we serve.

Thank you for your continued trust and confidence.

Sincerely,

Edward O. Handy III

Chairman and Chief Executive Officer

Notice of Annual Meeting of Shareholders

Date and Time: Tuesday, the 22nd of April, 2025, at 11:00 a.m. ET

Location: The Washington Trust Bancorp, Inc. 2025 Annual Meeting of Shareholders (the “Annual Meeting”) will be held solely by remote communication via live webcast atwww.virtualshareholdermeeting.com/WASH2025. 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 25, 2025 are 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 22, 2025

On or about March 11, 2025, we mailed a Notice of Internet Availability of Proxy Materials (the "Notice") to all shareholders of record as of February 25, 2025, 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 11, 2025