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WASHINGTON TRUST BANCORP INC

For the period ended Dec 31, 2025. Filed Feb 24, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 24, 2026

WASH$38.62-0.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

(Mark One)

☒Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year endedDecember 31, 2025or
☐Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ____________ to ____________

Commission file number:001-32991

WASHINGTON TRUST BANCORP, INC.

(Exact name of registrant as specified in its charter)

Rhode Island05-0404671
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
23 Broad Street,Westerly,Rhode Island02891
(Address of principal executive offices)(Zip Code)

(401)348-1200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
COMMON STOCK, $.0625 PAR VALUE PER SHAREWASHNasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐Yes☒No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.☐Yes☒No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.☒Yes ☐No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).☒Yes ☐No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐Accelerated filer☒
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to Section 240.10D-1(b).☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐Yes☒No

The aggregate market value of voting stock held by non-affiliates of the registrant at June 30, 2025 was $539,528,713 based on a closing sales price of $28.28 per share as reported on the Nasdaq Global Select Market, which includes $19,517,131 held by The Washington Trust Company, of Westerly under trust agreements and other instruments.

The number of shares of the registrant’s common stock, $.0625 par value per share, outstanding as of January 31, 2026 was 19,039,948.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Proxy Statement dated March 17, 2026 for the Annual Meeting of Shareholders to be held on April 28, 2026 are incorporated by reference into Part III of this Form 10-K.

FORM 10-K

WASHINGTON TRUST BANCORP, INC.

For the Year Ended December 31, 2025

TABLE OF CONTENTS

Description · PageNumber
Glossary of Acronyms and Terms2
Forward-Looking Statements4
Part I
Item 1Business5
Item 1ARisk Factors15
Item 1BUnresolved Staff Comments26
Item 1CCybersecurity26
Item 2Properties28
Item 3Legal Proceedings28
Item 4Mine Safety Disclosures28
Part II
Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities29
Item 6Reserved30
Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations31
Item 7AQuantitative and Qualitative Disclosures about Market Risk65
Item 8Financial Statements and Supplementary Data66
Item 9Changes in and Disagreements With Accountants on Accounting and Financial Disclosure141
Item 9AControls and Procedures141
Item 9BOther Information142
Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections142
Part III
Item 10Directors, Executive Officers and Corporate Governance143
Item 11Executive Compensation143
Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters143
Item 13Certain Relationships and Related Transactions, and Director Independence143
Item 14Principal Accounting Fees and Services143
Part IV
Item 15Exhibits, Financial Statement Schedules144
Signatures148

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