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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$39.42+2.1%Stored close · as of Nov 9, 2026

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Contents

Item 9B. Other Information

Retirement of Director; Resignation and Appointment of Director

As of February 24, 2026, the Board of Directors accepted the resignation of Constance A. Howes, to be effective on the later of April 27, 2026 or the day immediately preceding the date of the 2026 Annual Meeting of Shareholders of the Corporation (the “2026 Annual Meeting”). The Corporation’s corporate governance guidelines, consistent with the Amended and Restated By-laws, require any director who attains age 72 to resign from the Board of Directors as of the Annual Meeting of Shareholders following such director’s 72nd birthday. Ms. Howes has attained age 72.

Ms. Howes is a member of the class of directors with a term expiring at the 2027 Annual Meeting of Shareholders (the “2027 Class”). The Board of Directors determined, effective on the date of Ms. Howe’s resignation, to move Mark K. W. Gim, a member of the class of directors with a term expiring at the 2026 Annual Meeting (the “2026 Class”) from the 2026 Class to the 2027 Class. Accordingly, effective as of the later of April 27, 2026 or the day immediately preceding the date of the 2026 Annual Meeting, Mr. Gim will resign as a director and the Board of Directors will appoint Mr. Gim to the Board of Directors as a 2027 Class director. The resignation and reappointment of Mr. Gim is being effected solely to rebalance the Board of Directors classes in light of an anticipated director retirement and in accordance with the Corporation’s Amended and Restated Articles of Incorporation, and for all other purposes, including vesting and other compensation matters, Mr. Gim’s service on the Board of Directors will be deemed to have continued uninterrupted.

Insider Trading Arrangements

During the three months ended December 31, 2025, none of the Corporation’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

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