WASH Q3 net income $10.8M with lower FHLB advances
Filing Impact
Filing Sentiment
Form Type
10-Q
Washington Trust Bancorp (WASH) reported third‑quarter 2025 results showing steady profitability and balance sheet mix changes. Net income was $10.8 million versus $11.0 million a year ago, and diluted EPS was $0.56 versus $0.64. Net interest income rose to $38.8 million from $32.3 million as funding costs declined, while the provision for credit losses increased to $6.8 million from $0.2 million, tempering earnings.
Noninterest income increased to $17.6 million (from $16.3 million) on higher wealth management and mortgage banking revenues. Expenses were $35.7 million (from $34.5 million), reflecting higher compensation and operating costs. Total assets were $6.72 billion and deposits were $5.22 billion, up from $5.12 billion at year‑end. FHLB advances declined to $791.0 million from $1.13 billion, and the AFS securities portfolio’s unrealized losses narrowed to $104.6 million from $133.3 million, improving AOCL to $(84.8) million.
The company declared a $0.56 per‑share dividend and repurchased shares under its 2025 program. Common shares outstanding were 19,034,935 as of October 31, 2025. Comprehensive income for the quarter was $22.0 million, supported by favorable marks on securities and hedges.
Positive
- None.
Negative
- None.
Insights
Mixed quarter: stronger core margin and liquidity; higher credit costs offset EPS.
Washington Trust Bancorp posted stable profitability with net income of
Earnings quality showed pressure from credit costs: provision was
Key dependencies now include the trajectory of credit provisioning and net charge-offs, given the allowance decline alongside elevated provision. The securities portfolio’s unrealized losses narrowed to
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended | ||||||||
| or | ||||||||
| 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)
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |||||||||||||
| (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 class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 (Section 232.405 of this chapter) 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, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).
The number of shares of common stock of the registrant outstanding as of October 31, 2025 was 19,034,935 .
| FORM 10-Q | |||||
| WASHINGTON TRUST BANCORP, INC. AND SUBSIDIARIES | |||||
| For the Quarter Ended September 30, 2025 | |||||
| TABLE OF CONTENTS | |||||
| Page Number | |||||
Glossary of Acronyms and Terms | 3 | ||||
PART I. Financial Information | |||||
Item 1. Financial Statements (Unaudited) | |||||
Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 | 4 | ||||
Consolidated Statements of Income for the three and nine months ended September 30, 2025 and 2024 | 5 | ||||
Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025 and 2024 | 6 | ||||
Consolidated Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2025 and 2024 | 7 | ||||
Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 | 9 | ||||
Condensed Notes to Unaudited Consolidated Financial Statements: | 10 | ||||
Note 1 - Basis of Presentation | 10 | ||||
Note 2 - Recently Issued Accounting Pronouncements | 10 | ||||
Note 3 - Securities | 11 | ||||
Note 4 - Loans | 14 | ||||
Note 5 - Allowance for Credit Losses on Loans | 24 | ||||
Note 6 - Leases | 24 | ||||
Note 7 - Intangible Assets | 26 | ||||
Note 8 - Derivative Financial Instruments | 27 | ||||
Note 9 - Fair Value Measurements | 31 | ||||
Note 10 - Deposits | 36 | ||||
Note 11 - Borrowings | 37 | ||||
Note 12 - Shareholders’ Equity | 37 | ||||
Note 13 - Revenue from Contracts with Customers | 39 | ||||
Note 14 - Defined Benefit Pension Plans | 40 | ||||
Note 15 - Business Segments | 41 | ||||
Note 16 - Other Comprehensive Income (Loss) | 44 | ||||
Note 17 - Earnings Per Common Share | 46 | ||||
Note 18 - Commitments and Contingencies | 47 | ||||
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 49 | ||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 82 | ||||
Item 4. Controls and Procedures | 82 | ||||
PART II. Other Information | |||||
Item 1. Legal Proceedings | 82 | ||||
Item 1A. Risk Factors | 82 | ||||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 83 | ||||
Item 5. Other Information | 83 | ||||
Item 6. Exhibits | 83 | ||||
Signatures | 84 | ||||
-2-
Glossary of Acronyms and Terms
The following is a list of acronyms and terms that are used throughout this Quarterly Report on Form 10-Q:
| 2025 Repurchase Program | Washington Trust Bancorp, Inc.'s Stock Repurchase Program commencing May 15, 2025 | |||||||||||||
| ACL | Allowance for credit losses | |||||||||||||
| ALCO | Asset/Liability Committee | |||||||||||||
| AOCL | Accumulated other comprehensive loss | |||||||||||||
| ASC | Accounting Standards Codification | |||||||||||||
| ASU | Accounting Standards Update | |||||||||||||
| ATM | Automated teller machine | |||||||||||||
| AUA | Assets under administration | |||||||||||||
| Bancorp | Washington Trust Bancorp, Inc. | |||||||||||||
| Bank | The Washington Trust Company, of Westerly | |||||||||||||
| BOLI | Bank-owned life insurance | |||||||||||||
| C&I | Commercial and industrial | |||||||||||||
| CDARS | Certificate of Deposit Account Registry Service | |||||||||||||
| CODM | Chief Operating Decision Maker | |||||||||||||
| Corporation | The Bancorp and its subsidiaries | |||||||||||||
| CRE | Commercial real estate | |||||||||||||
| DDM | Demand Deposit Marketplace | |||||||||||||
| EPS | Earnings per common share | |||||||||||||
| ERM | Enterprise risk management | |||||||||||||
| Exchange Act | Securities Exchange Act of 1934, as amended | |||||||||||||
| FDIC | Federal Deposit Insurance Corporation | |||||||||||||
| Federal Reserve | Board of Governors of the Federal Reserve System | |||||||||||||
| FHLB | Federal Home Loan Bank of Boston | |||||||||||||
| FRBB | Federal Reserve Bank of Boston | |||||||||||||
| FTE | Fully taxable equivalent | |||||||||||||
| GAAP | Accounting principles generally accepted in the United States of America | |||||||||||||
| Halsey | Halsey Associates, Inc. | |||||||||||||
| ICS | Insured Cash Sweep | |||||||||||||
| Lighthouse | Lighthouse Financial Management, LLC | |||||||||||||
| LTV | Loan to value | |||||||||||||
| NIM | Net interest margin | |||||||||||||
| OREO | Property acquired through foreclosure or repossession | |||||||||||||
| ROU | Right-of-use | |||||||||||||
| S&P | Standard and Poors, Inc. | |||||||||||||
| SBA | Small Business Administration | |||||||||||||
| SEC | U.S. Securities and Exchange Commission | |||||||||||||
| TLM | Troubled loan modification | |||||||||||||
| Washington Trust | The Bancorp and its subsidiaries | |||||||||||||
| Weston | Weston Financial Group, Inc. | |||||||||||||
-3-
PART I. Financial Information
Item 1. Financial Statements
| Washington Trust Bancorp, Inc. and Subsidiaries | |||||
Consolidated Balance Sheets (unaudited) | |||||
| (Dollars in thousands, except par value) | |||||
| September 30, 2025 | December 31, 2024 | |||||||
| Assets: | ||||||||
| Cash and due from banks | $ | $ | ||||||
| Interest-earning deposits with correspondent banks | ||||||||
| Short-term investments | ||||||||
| Mortgage loans held for sale, at fair value | ||||||||
| Mortgage loans held for sale, at lower of cost or market | ||||||||
| Premises and equipment held for sale, lower of cost or market | ||||||||
Available for sale debt securities, at fair value (amortized cost of $ | ||||||||
| Federal Home Loan Bank stock, at cost | ||||||||
| Loans: | ||||||||
| Total loans | ||||||||
| Less: allowance for credit losses on loans | ||||||||
| Net loans | ||||||||
| Premises and equipment, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Investment in bank-owned life insurance | ||||||||
| Goodwill | ||||||||
| Identifiable intangible assets, net | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities: | ||||||||
| Deposits: | ||||||||
| Noninterest-bearing deposits | $ | $ | ||||||
| Interest-bearing deposits | ||||||||
| Total deposits | ||||||||
| Federal Home Loan Bank advances | ||||||||
| Junior subordinated debentures | ||||||||
| Operating lease liabilities | ||||||||
| Other liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 18) | ||||||||
| Shareholders’ Equity: | ||||||||
Common stock of $ | ||||||||
| Paid-in capital | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||
Treasury stock, at cost, | ( | ( | ||||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
-4-
| Washington Trust Bancorp, Inc. and Subsidiaries | |||||
Consolidated Statements of Income (unaudited) | |||||
| (Dollars and shares in thousands, except per share amounts) | |||||
| Three Months | Nine Months | ||||||||||||||||||||||
| Periods ended September 30, | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Interest income: | |||||||||||||||||||||||
| Interest and fees on loans | $ | $ | $ | $ | |||||||||||||||||||
| Interest on mortgage loans held for sale | |||||||||||||||||||||||
| Taxable interest on debt securities | |||||||||||||||||||||||
| Nontaxable interest on debt securities | |||||||||||||||||||||||
| Dividends on Federal Home Loan Bank stock | |||||||||||||||||||||||
| Other interest income | |||||||||||||||||||||||
| Total interest and dividend income | |||||||||||||||||||||||
| Interest expense: | |||||||||||||||||||||||
| Deposits | |||||||||||||||||||||||
| Federal Home Loan Bank advances | |||||||||||||||||||||||
| Junior subordinated debentures | |||||||||||||||||||||||
| Total interest expense | |||||||||||||||||||||||
| Net interest income | |||||||||||||||||||||||
| Provision for credit losses | |||||||||||||||||||||||
| Net interest income after provision for credit losses | |||||||||||||||||||||||
| Noninterest income: | |||||||||||||||||||||||
| Wealth management revenues | |||||||||||||||||||||||
| Mortgage banking revenues | |||||||||||||||||||||||
| Card interchange fees | |||||||||||||||||||||||
| Service charges on deposit accounts | |||||||||||||||||||||||
| Loan related derivative income | |||||||||||||||||||||||
| Income from bank-owned life insurance | |||||||||||||||||||||||
| Gain on sale of bank-owned properties, net | |||||||||||||||||||||||
| Other income | |||||||||||||||||||||||
| Total noninterest income | |||||||||||||||||||||||
| Noninterest expense: | |||||||||||||||||||||||
| Salaries and employee benefits | |||||||||||||||||||||||
| Outsourced services | |||||||||||||||||||||||
| Net occupancy | |||||||||||||||||||||||
| Equipment | |||||||||||||||||||||||
| Legal, audit, and professional fees | |||||||||||||||||||||||
FDIC deposit insurance costs | |||||||||||||||||||||||
| Advertising and promotion | |||||||||||||||||||||||
| Amortization of intangibles | |||||||||||||||||||||||
| Pension plan settlement charge | |||||||||||||||||||||||
| Other expenses | |||||||||||||||||||||||
| Total noninterest expense | |||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Net income available to common shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average common shares outstanding - basic | |||||||||||||||||||||||
| Weighted average common shares outstanding - diluted | |||||||||||||||||||||||
| Per share information: | Basic earnings per common share | $ | $ | $ | $ | ||||||||||||||||||
| Diluted earnings per common share | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
-5-
| Washington Trust Bancorp, Inc. and Subsidiaries | |||||
Consolidated Statements of Comprehensive Income (unaudited) | |||||
| (Dollars in thousands) | |||||
| Three Months | Nine Months | ||||||||||||||||
| Periods ended September 30, | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||
| Other comprehensive income, net of tax: | |||||||||||||||||
| Net change in fair value of available for sale debt securities | |||||||||||||||||
| Net change in fair value of cash flow hedges | ( | ||||||||||||||||
| Net change in defined benefit plan obligations | |||||||||||||||||
| Total other comprehensive income, net of tax | |||||||||||||||||
| Total comprehensive income | $ | $ | $ | $ | |||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
-6-
| Washington Trust Bancorp, Inc. and Subsidiaries | |||||
Consolidated Statements of Changes in Shareholders' Equity (unaudited) | |||||
| (Dollars and shares in thousands, except per share amounts) | |||||
| For the three months ended September 30, 2025 | Common Shares Outstanding | Common Stock | Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total | ||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ($ | ($ | $ | |||||||||||||||||
Net income | — | — | — | — | — | ||||||||||||||||||
| Total other comprehensive income, net of tax | — | — | — | — | — | ||||||||||||||||||
Cash dividends declared ($ | — | — | — | ( | — | — | ( | ||||||||||||||||
| Share-based compensation | — | — | — | — | — | ||||||||||||||||||
Exercise of stock options, issuance of other compensation-related equity awards, net of awards surrendered | ( | — | — | ( | |||||||||||||||||||
Treasury stock purchased under 2025 Repurchase Program | ( | — | — | — | — | ( | ( | ||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ($ | ($ | $ | |||||||||||||||||
| For the nine months ended September 30, 2025 | Common Shares Outstanding | Common Stock | Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total | ||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ($ | ($ | $ | |||||||||||||||||
Net income | — | — | — | — | — | ||||||||||||||||||
| Total other comprehensive income, net of tax | — | — | — | — | — | ||||||||||||||||||
Cash dividends declared ($ | — | — | — | ( | — | — | ( | ||||||||||||||||
| Share-based compensation | — | — | — | — | — | ||||||||||||||||||
Exercise of stock options, issuance of other compensation-related equity awards, net of awards surrendered | ( | — | — | ( | |||||||||||||||||||
Treasury stock purchased under 2025 Repurchase Program | ( | — | — | — | — | ( | ( | ||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ($ | ($ | $ | |||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
-7-
| Washington Trust Bancorp, Inc. and Subsidiaries | |||||
Consolidated Statements of Changes in Shareholders' Equity (unaudited) | |||||
| (Dollars and shares in thousands, except per share amounts) | |||||
| For the three months ended September 30, 2024 | Common Shares Outstanding | Common Stock | Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total | ||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | ($ | ($ | $ | |||||||||||||||||
Net income | — | — | — | — | — | ||||||||||||||||||
| Total other comprehensive income, net of tax | — | — | — | — | — | ||||||||||||||||||
Cash dividends declared ($ | — | — | — | ( | — | — | ( | ||||||||||||||||
| Share-based compensation | — | — | — | — | — | ||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | ($ | ($ | $ | |||||||||||||||||
| For the nine months ended September 30, 2024 | Common Shares Outstanding | Common Stock | Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total | ||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | ($ | ($ | $ | |||||||||||||||||
Net income | — | — | — | — | — | ||||||||||||||||||
| Total other comprehensive income, net of tax | — | — | — | — | — | ||||||||||||||||||
Cash dividends declared ($ | — | — | — | ( | — | — | ( | ||||||||||||||||
| Share-based compensation | — | — | — | — | — | ||||||||||||||||||
Exercise of stock options, issuance of other compensation-related equity awards, net of awards surrendered | ( | — | — | ( | |||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | ($ | ($ | $ | |||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
-8-
| Washington Trust Bancorp, Inc. and Subsidiaries | |||||
Consolidated Statement of Cash Flows (unaudited) | |||||
| (Dollars in thousands) | |||||
| Nine months ended September 30, | 2025 | 2024 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Provision for credit losses | |||||||||||
| Gain on sale of bank-owned properties, net | ( | ( | |||||||||
| Depreciation of premises and equipment | |||||||||||
| Net amortization of premiums and discounts on debt securities and loans | |||||||||||
| Amortization of intangibles | |||||||||||
| Amortization of terminated cash flow hedge loss | |||||||||||
| Pension plan settlement charge | |||||||||||
| Share-based compensation | |||||||||||
| Tax expense from stock option exercises and other equity awards | ( | ( | |||||||||
| Income from bank-owned life insurance | ( | ( | |||||||||
| Net gains on loan sales, including changes in fair value | ( | ( | |||||||||
| Proceeds from sales of loans, net | |||||||||||
| Loans originated for sale | ( | ( | |||||||||
| Decrease in operating lease right-of-use assets | |||||||||||
| Decrease in operating lease liabilities | ( | ( | |||||||||
| Decrease in other assets | |||||||||||
| Decrease in other liabilities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of: | Available for sale debt securities: Mortgage-backed | ( | |||||||||
| Available for sale debt securities: Other | ( | ( | |||||||||
| Maturities, calls, and principal payments of: | Available for sale debt securities: Mortgage-backed | ||||||||||
| Available for sale debt securities: Other | |||||||||||
| Net redemptions (purchases) of Federal Home Loan Bank stock | ( | ||||||||||
| Net decrease in loans | |||||||||||
| Net proceeds from sale of portfolio loans | |||||||||||
| Purchases of loans | ( | ( | |||||||||
| Proceeds from the sale of property acquired through foreclosure or repossession | |||||||||||
| Purchases of premises and equipment | ( | ( | |||||||||
| Net proceeds from the sale of bank-owned properties | |||||||||||
| Purchases of bank-owned life insurance | ( | ||||||||||
| Purchase of intangible asset in asset acquisition | ( | ||||||||||
| Equity investments in real estate limited partnerships | ( | ( | |||||||||
| Purchases of other equity investments | ( | ( | |||||||||
| Net cash provided by investing activities | |||||||||||
| Cash flows from financing activities: | |||||||||||
| Net increase (decrease) in deposits | ( | ||||||||||
| Proceeds from Federal Home Loan Bank advances | |||||||||||
| Repayments of Federal Home Loan Bank advances | ( | ( | |||||||||
| Treasury stock purchased | ( | ||||||||||
| Net proceeds from stock option exercises and issuance of other equity awards, net of awards surrendered | ( | ( | |||||||||
| Cash dividends paid | ( | ( | |||||||||
| Net cash used in by financing activities | ( | ( | |||||||||
| Net increase in cash and cash equivalents | |||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Noncash Investing and Financing Activities: | |||||||||||
| Loans charged-off | $ | $ | |||||||||
| Commitment for equity investments in real estate limited partnerships | |||||||||||
| Supplemental Disclosures: | |||||||||||
| Interest payments | $ | $ | |||||||||
| Income tax payments | |||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
-9-
Condensed Notes to Unaudited Consolidated Financial Statements
Note 1 - Basis of Presentation
Nature of Operations
The Bancorp is a publicly-owned registered bank holding company that has elected to be a financial holding company. The Bancorp’s principal subsidiary is the Bank, a Rhode Island chartered financial institution founded in 1800. The Bank is the oldest community bank in the nation and the largest state-chartered bank headquartered in Rhode Island.
Washington Trust offers a full range of financial services, including commercial, residential, and consumer lending, retail and commercial deposit products, and wealth management and trust services through its offices in Rhode Island, Massachusetts, and Connecticut.
Basis of Presentation
The accounting and reporting policies of the Washington Trust conform to GAAP and to general practices of the banking industry.
The Corporation’s Unaudited Consolidated Financial Statements include the accounts of the Bancorp and its wholly-owned subsidiaries, except subsidiaries that are not deemed necessary to be consolidated. Through consolidation, intercompany balances and transactions have been eliminated.
The Unaudited Consolidated Financial Statements of the Corporation presented herein have been prepared pursuant to the rules of the SEC for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) and disclosures considered necessary for the fair presentation of the accompanying Unaudited Consolidated Financial Statements have been included. Interim results are not necessarily indicative of the results of the entire year. The accompanying Unaudited Consolidated Financial Statements should be read in conjunction with the Audited Consolidated Financial Statements and notes thereto included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Reclassification
Certain previously reported amounts have been reclassified to conform to the current year’s presentation.
Use of Estimates
In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ from those estimates. Management considers the ACL on loans to be a material estimate that is particularly susceptible to change.
Note 2 - Recently Issued Accounting Pronouncements
Accounting Standards Pending Adoption
Income Taxes - Topic 740
Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures” (“ASU 2023-09”), was issued in December 2023 to enhance and provide additional transparency on income tax disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The provisions under ASU 2023-09 should be applied on a prospective basis, however retrospective application is also permitted. ASU 2023-09 is not expected to have a material impact on the Corporation’s financial statements.
Income Statement - Reporting Comprehensive Income - Subtopic 220
Accounting Standards Update No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses” (“ASU 2024-03”), was issued in November 2024 to enhance and provide additional disclosure on certain costs and expenses. The effective date of ASU 2024-03 was further clarified in a subsequent ASU issued in January 2025. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The provisions under ASU 2024-03 can be applied on either a prospective or retrospective basis. ASU 2024-03 is not expected to have a material impact on the Corporation’s financial statements.
-10-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
Financial Instruments - Credit Losses - Topic 326
Accounting Standards Update No. 2025-05, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”) was issued in July 2025 to introduce a practical expedient intended to simplify the estimation of expected credit losses on current accounts receivable and contract assets arising from revenue transactions under ASC 606. The practical expedient permits entities to assume that current conditions as of the reporting date remain unchanged for the remaining life of the asset. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years, with early adoption permitted. The provisions under ASU 2025-05 should be applied on a prospective basis. ASU 2025-05 is not expected to have a material impact on the Corporation’s financial statements.
Intangibles - Goodwill and Other - Internal-Use Software - Subtopic 350
Accounting Standards Update No. 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”) was issued in September 2025 to modernize the accounting framework for internal-use software development costs to better reflect contemporary development practices. ASU 2025-06 eliminates the previous stage-based model (i.e. preliminary, application development, and post-implementation stages) and introduces a principles-based capitalization model. Under this ASU, software development costs are capitalized when management has authorized and committed to funding the project, and it is probable that the project will be completed and the software will perform its intended function.. The ASU also consolidates guidance for website development costs into ASC 350-40 and aligns disclosure requirements with those under ASC 360-10, including the nature and amount of capitalized internal-use software costs, the accounting policy and capitalization criteria, any significant judgments and estimates applied, amortization methods and useful lives, and qualitative and quantitative information about major software projects. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, including interim periods within those annual periods, with early adoption permitted. The provisions under ASU 2025-06 can be applied on either a prospective, modified retrospective, or full retrospective basis. The Corporation is currently evaluating the impact of ASU 2025-06 on its financial statements.
Note 3 - Securities
Available for Sale Debt Securities
The following tables present the amortized cost, gross unrealized holding gains, gross unrealized holding losses, ACL on securities, and fair value of securities by major security type and class of security:
| (Dollars in thousands) | |||||||||||||||||
| September 30, 2025 | Amortized Cost | Unrealized Gains | Unrealized Losses | ACL | Fair Value | ||||||||||||
| Available for Sale Debt Securities: | |||||||||||||||||
| Obligations of U.S. government agencies and U.S. government-sponsored enterprises | $ | $ | ($ | $ | $ | ||||||||||||
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises | ( | ||||||||||||||||
Obligations of states and political subdivisions | |||||||||||||||||
Individual name issuer trust preferred debt securities | ( | ||||||||||||||||
Corporate bonds | ( | ||||||||||||||||
| Total available for sale debt securities | $ | $ | ($ | $ | $ | ||||||||||||
-11-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
| (Dollars in thousands) | |||||||||||||||||
| December 31, 2024 | Amortized Cost | Unrealized Gains | Unrealized Losses | ACL | Fair Value | ||||||||||||
| Available for Sale Debt Securities: | |||||||||||||||||
| Obligations of U.S. government agencies and U.S. government-sponsored enterprises | $ | $ | ($ | $ | $ | ||||||||||||
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises | ( | ||||||||||||||||
Obligations of states and political subdivisions | |||||||||||||||||
Individual name issuer trust preferred debt securities | ( | ||||||||||||||||
Corporate bonds | ( | ||||||||||||||||
| Total available for sale debt securities | $ | $ | ($ | $ | $ | ||||||||||||
Available for sale debt securities balances exclude accrued interest receivable of $3.3 million and $3.2 million, respectively, as of September 30, 2025 and December 31, 2024.
At September 30, 2025 and December 31, 2024, securities with a fair value of $399.0 million and $310.5 million, respectively, were pledged as collateral for FHLB borrowings, potential borrowings with the FRBB, certain public deposits, and for other purposes. See Note 11 for additional discussion on FHLB borrowings.
The schedule of maturities of available for sale debt securities is presented below. Mortgage-backed securities are included based on weighted average maturities, adjusted for anticipated prepayments. All other debt securities are included based on contractual maturities. Actual maturities may differ from amounts presented because certain issuers have the right to call or prepay obligations with or without call or prepayment penalties.
| (Dollars in thousands) | ||||||||||||||||||||
| September 30, 2025 | Amortized Cost | Fair Value | ||||||||||||||||||
| Due in one year or less | $ | $ | ||||||||||||||||||
Due after one year to five years | ||||||||||||||||||||
Due after five years to ten years | ||||||||||||||||||||
Due after ten years | ||||||||||||||||||||
Total debt securities | $ | $ | ||||||||||||||||||
Included in the above table are debt securities with an amortized cost balance of $47.0 million and a fair value of $44.5 million at September 30, 2025 that are callable at the discretion of the issuers. Final maturities of the callable securities range from 2 months to 19 years, with call features ranging from 1 month to 8 years.
Assessment of Available for Sale Debt Securities for Impairment
Management assesses the decline in fair value of investment securities on a regular basis. Unrealized losses on debt securities may occur from current market conditions, increases in interest rates since the time of purchase, a structural change in an investment, volatility of earnings of a specific issuer, or deterioration in credit quality of the issuer. Management evaluates both qualitative and quantitative factors to assess whether an impairment exists.
The following tables summarize available for sale debt securities in an unrealized loss position, for which an ACL on securities has not been recorded, segregated by length of time that the securities have been in a continuous unrealized loss position:
-12-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
| (Dollars in thousands) | Less than 12 Months | 12 Months or Longer | Total | |||||||||||||||||||||||||||||||||||||||||
| September 30, 2025 | # | Fair Value | Unrealized Losses | # | Fair Value | Unrealized Losses | # | Fair Value | Unrealized Losses | |||||||||||||||||||||||||||||||||||
| Obligations of U.S. government agencies and U.S. government-sponsored enterprises | $ | ($ | $ | ($ | $ | ($ | ||||||||||||||||||||||||||||||||||||||
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||
Individual name issuer trust preferred debt securities | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Corporate bonds | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
Total | $ | ($ | $ | ($ | $ | ($ | ||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | Less than 12 Months | 12 Months or Longer | Total | |||||||||||||||||||||||||||||||||||||||||
| December 31, 2024 | # | Fair Value | Unrealized Losses | # | Fair Value | Unrealized Losses | # | Fair Value | Unrealized Losses | |||||||||||||||||||||||||||||||||||
| Obligations of U.S. government agencies and U.S. government-sponsored enterprises | $ | ($ | $ | ($ | $ | ($ | ||||||||||||||||||||||||||||||||||||||
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||
Individual name issuer trust preferred debt securities | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Corporate bonds | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
Total | $ | ($ | $ | ($ | $ | ($ | ||||||||||||||||||||||||||||||||||||||
There were no debt securities on nonaccrual status at September 30, 2025 and 2024 and, therefore there was no accrued interest related to debt securities reversed against interest income for the three and nine months ended September 30, 2025 and 2024.
As of September 30, 2025, the Corporation does not intend to sell the debt securities in an unrealized loss position and has determined that it is more-likely-than-not that the Corporation will not be required to sell each security before the recovery of its amortized cost basis. In addition, management does not believe that any of the securities are impaired due to reasons of credit quality. As further described below, management believes the unrealized losses on these debt securities are primarily attributable to changes in the investment spreads and interest rates. Therefore, no ACL was recorded at both September 30, 2025 and December 31, 2024.
Obligations of U.S. Government Agency and U.S. Government-Sponsored Enterprise Securities, including Mortgage-Backed Securities
The contractual cash flows for these securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major credit rating agencies, and have a long history of no credit losses. The issuers of these securities continue to make timely principal and interest payments, and none of these securities were past due at September 30, 2025. Additionally, the Corporation utilizes a zero credit loss estimate for these securities.
Individual Name Issuer Trust Preferred Debt Securities
These securities in an unrealized loss position at September 30, 2025 included two trust preferred securities issued by two individual companies in the banking sector. Management reviewed the collectability of these securities taking into consideration such factors as the financial condition of the issuers, reported regulatory capital ratios of the issuers, credit ratings, including ratings in effect as of the reporting period date, as well as credit rating changes between the reporting period date and the filing date of this report, and other information. As of September 30, 2025, there was one individual name issuer trust preferred debt security with an amortized cost of $2.0 million and unrealized losses of $66 thousand that was rated below investment grade by S&P. We noted no downgrades to below investment grade between September 30,
-13-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
2025 and the filing date of this report. Based on the information available through the filing date of this report, all individual name issuer trust preferred debt securities continue to accrue interest and make payments as expected with no payment deferrals or defaults on the part of the issuers.
Corporate Bonds
These securities in an unrealized loss position at September 30, 2025 included four corporate bond holdings issued by three individual companies in the financial services industry. Management reviewed the collectability of these securities taking into consideration such factors as the financial condition of the issuers, reported regulatory capital ratios of the issuers, credit ratings, including ratings in effect as of the reporting period date, as well as credit rating changes between the reporting period date and the filing date of this report, and other information. As of September 30, 2025, there was one corporate bond debt security with an amortized cost of $2.0 million and unrealized losses of $7 thousand that was rated below investment grade by S&P. We noted no downgrades to below investment grade between September 30, 2025 and the filing date of this report. Based on the information available through the filing date of this report, all corporate bond debt securities continue to accrue interest and make payments as expected with no payment deferrals or defaults on the part of the issuers.
Note 4 - Loans
The following table presents the carrying value of loans, segregated by class of loans:
| (Dollars in thousands) | September 30, 2025 | December 31, 2024 | ||||||
| Commercial: | ||||||||
Commercial real estate (1) | $ | $ | ||||||
Commercial & industrial (2) | ||||||||
| Total commercial | ||||||||
| Residential Real Estate: | ||||||||
Residential real estate (3) | ||||||||
| Consumer: | ||||||||
Home equity | ||||||||
Other (4) | ||||||||
| Total consumer | ||||||||
Total loans (5) | $ | $ | ||||||
(1)CRE consists of commercial mortgages primarily secured by non-owner occupied income-producing property, as well as construction and development loans. Construction and development loans are made to businesses for land development or the on-site construction of industrial, commercial, or residential buildings.
(2)C&I consists of loans to businesses and individuals, a portion of which are fully or partially collateralized by owner occupied real estate.
(3)Residential real estate consists of mortgage and homeowner construction loans secured by one- to four-family residential properties. Also, includes negative basis adjustments associated with fair value hedges of $255 thousand and $1.5 million, respectively, at September 30, 2025 and December 31, 2024. See Note 8 for additional disclosure.
(4)Other consists of loans to individuals secured by general aviation aircraft and other personal installment loans.
(5)Includes net unamortized loan origination costs of $11.6 million and $10.9 million, respectively, at September 30, 2025 and December 31, 2024 and net unamortized premiums on loans purchased from and serviced by other financial institutions of $211 thousand and $242 thousand, respectively, at September 30, 2025 and December 31, 2024.
The carrying value of loans excludes accrued interest receivable of $21.0 million and $22.1 million, respectively, as of September 30, 2025 and December 31, 2024.
As of both September 30, 2025 and December 31, 2024, loans amounting to $2.8
Concentrations of Credit Risk
A significant portion of our loan portfolio is concentrated among borrowers in southern New England, and a substantial portion of the portfolio is collateralized by real estate in this area. The ability of single family residential and consumer borrowers to honor their repayment commitments is generally dependent on the level of overall economic activity within the market area and real estate values. The ability of commercial borrowers to honor their repayment commitments is dependent on the general economy, as well as the health of the real estate economic sector in the Corporation’s market area.
-14-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
Past Due Loans
Past due status is based on the contractual payment terms of the loan. The following tables present an aging analysis of past due loans, segregated by class of loans:
| (Dollars in thousands) | Days Past Due | |||||||||||||||||||
| September 30, 2025 | Current | 30-59 | 60-89 | 90 or More | Total Past Due | Total Loans | ||||||||||||||
| Commercial: | ||||||||||||||||||||
Commercial real estate | $ | $ | $ | $ | $ | $ | ||||||||||||||
Commercial & industrial | ||||||||||||||||||||
| Total commercial | ||||||||||||||||||||
| Residential Real Estate: | ||||||||||||||||||||
| Residential real estate | ||||||||||||||||||||
| Consumer: | ||||||||||||||||||||
Home equity | ||||||||||||||||||||
Other | ||||||||||||||||||||
| Total consumer | ||||||||||||||||||||
| Total loans | $ | $ | $ | $ | $ | $ | ||||||||||||||
| (Dollars in thousands) | Days Past Due | |||||||||||||||||||
| December 31, 2024 | Current | 30-59 | 60-89 | 90 or More | Total Past Due | Total Loans | ||||||||||||||
| Commercial: | ||||||||||||||||||||
Commercial real estate | $ | $ | $ | $ | $ | $ | ||||||||||||||
Commercial & industrial | ||||||||||||||||||||
| Total commercial | ||||||||||||||||||||
| Residential Real Estate: | ||||||||||||||||||||
Residential real estate | ||||||||||||||||||||
| Consumer: | ||||||||||||||||||||
Home equity | ||||||||||||||||||||
Other | ||||||||||||||||||||
| Total consumer | ||||||||||||||||||||
| Total loans | $ | $ | $ | $ | $ | $ | ||||||||||||||
Included in past due loans as of September 30, 2025 and December 31, 2024, were nonaccrual loans of $5.9 million and $6.4 million, respectively. In addition, all loans 90 days or more past due at September 30, 2025 and December 31, 2024 were classified as nonaccrual.
Nonaccrual Loans
Loans, with the exception of certain well-secured loans that are in the process of collection, are placed on nonaccrual status and interest recognition is suspended when such loans are 90 days or more overdue with respect to principal and/or interest, or sooner if considered appropriate by management. Well-secured loans are permitted to remain on accrual status provided that full collection of principal and interest is assured and the loan is in the process of collection. Loans are also placed on nonaccrual status when, in the opinion of management, full collection of principal and interest is doubtful. When loans are placed on nonaccrual status, interest previously accrued but not collected is reversed against current period income. Subsequent interest payments received on nonaccrual loans are applied to the outstanding principal balance of the loan or recognized as interest income depending on management’s assessment of the ultimate collectability of the loan. Loans are removed from nonaccrual status when they have been current as to principal and interest (generally for six months), the borrower has demonstrated an ability to comply with repayment terms, and when, in management’s opinion, the loans are considered to be fully collectible.
-15-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
The following table is a summary of nonaccrual loans, segregated by class of loans:
| (Dollars in thousands) | September 30, 2025 | December 31, 2024 | |||||||||||||||||||||
| Nonaccrual Loans | Nonaccrual Loans | ||||||||||||||||||||||
With an ACL | Without an ACL | Total | With an ACL | Without an ACL | Total | ||||||||||||||||||
| Commercial: | |||||||||||||||||||||||
| Commercial real estate | $ | $ | $ | $ | $ | $ | |||||||||||||||||
| Commercial & industrial | |||||||||||||||||||||||
| Total commercial | |||||||||||||||||||||||
| Residential Real Estate: | |||||||||||||||||||||||
| Residential real estate | |||||||||||||||||||||||
| Consumer: | |||||||||||||||||||||||
| Home equity | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total consumer | |||||||||||||||||||||||
| Total nonaccrual loans | $ | $ | $ | $ | $ | $ | |||||||||||||||||
| Accruing loans 90 days or more past due | $ | $ | |||||||||||||||||||||
Nonaccrual loans of $8.1 million and $16.9 million, respectively, at September 30, 2025 and December 31, 2024 were current as to the payment of principal and interest.
As of September 30, 2025 and December 31, 2024, nonaccrual loans secured by one- to four-family residential properties amounting to $1.4 million and $1.0 million, respectively, were in process of foreclosure.
The following table presents interest income recognized on nonaccrual loans:
| (Dollars in thousands) | Three Months | Nine Months | |||||||||||||||
| Periods ended September 30, | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Commercial: | |||||||||||||||||
Commercial real estate | $ | $ | $ | $ | |||||||||||||
Commercial & industrial | |||||||||||||||||
| Total commercial | |||||||||||||||||
| Residential Real Estate: | |||||||||||||||||
Residential real estate | |||||||||||||||||
| Consumer: | |||||||||||||||||
Home equity | |||||||||||||||||
Other | |||||||||||||||||
| Total consumer | |||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||
Troubled Loan Modifications
A loan that has been modified is considered a TLM when the modification is made to a borrower experiencing financial difficulty and the modification has a direct impact to the contractual cash flows. If both of the aforementioned criteria are met, then the modification is considered a TLM and subject to the enhanced disclosure requirements.
In the course of resolving problem loans, the Corporation may choose to modify the contractual terms of loans to borrowers who are experiencing financial difficulty. Such modifications to borrowers experiencing financial difficulty may include modified contractual terms that have a direct impact to contractual cash flows, including principal forgiveness, interest rate
-16-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
reductions, maturity extensions, other-than-insignificant payment delays, or any combination thereof. Debt could be bifurcated with separate terms for each tranche of the TLM. Executing a TLM in lieu of aggressively enforcing the collection of the loan may benefit the Corporation by increasing the ultimate probability of collection.
Nonaccrual loans that become TLMs generally remain on nonaccrual status for six months, subsequent to being modified, before management considers their return to accrual status. If a TLM is on accrual status prior to being modified, it is reviewed to determine if the modified loan should remain on accrual status.
If the TLM successfully meets all repayment terms according to the modification documents for a specified period of time (generally 12 months) and the borrower is no longer experiencing financial difficulty, it would be declassified from TLM status.
The following tables present the carrying value at September 30, 2025 of TLMs made during the periods indicated, segregated by class of loans and type of concession granted:
| (Dollars in thousands) | |||||||||||||||||||||||
| Three months ended September 30, 2025 | Other-than-Insignificant Payment Delay | Total | % of Loan Class (1) | ||||||||||||||||||||
| Commercial: | |||||||||||||||||||||||
| Commercial real estate | $ | $ | % | ||||||||||||||||||||
| Commercial & industrial | |||||||||||||||||||||||
| Total commercial | |||||||||||||||||||||||
| Residential Real Estate: | |||||||||||||||||||||||
| Residential real estate | $ | $ | % | ||||||||||||||||||||
| Total | $ | $ | % | ||||||||||||||||||||
(1)Percentage of TLMs to the total loans outstanding within the respective loan class.
| (Dollars in thousands) | |||||||||||||||||||||||
| Nine months ended September 30, 2025 | Other-than-Insignificant Payment Delay | Total | % of Loan Class (1) | ||||||||||||||||||||
| Commercial: | |||||||||||||||||||||||
| Commercial real estate | $ | $ | % | ||||||||||||||||||||
| Commercial & industrial | |||||||||||||||||||||||
| Total commercial | |||||||||||||||||||||||
| Residential Real Estate: | |||||||||||||||||||||||
| Residential real estate | $ | $ | % | ||||||||||||||||||||
| Total | $ | $ | % | ||||||||||||||||||||
(1)Percentage of TLMs to the total loans outstanding within the respective loan class.
In addition, a CRE loan with a carrying value of $4.3 million at June 30, 2025 was previously modified as a TLM. A combination of concessions were granted including an interest rate reduction, maturity extension and other-than-insignificant payment delay. In September 2025, the Corporation decided to sell this loan and late in September, the sale closed, proceeds of $1.2 million were received, and a charge-off of $3.0 million was recognized. As such, this TLM is no longer included in disclosures presenting the carrying value of TLMs at September 30, 2025.
During the three months ended September 30, 2024, there were no loans modified as a TLM.
-17-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
The following table presents the carrying value at September 30, 2024 of TLMs made during the periods indicated, segregated by class of loans and type of concession granted:
| (Dollars in thousands) | |||||||||||||||||||||||
Nine months ended September 30, 2024 | Maturity Extension | Other-than-Insignificant Payment Delay | Total | % of Loan Class (1) | |||||||||||||||||||
| Commercial: | |||||||||||||||||||||||
| Commercial real estate | $ | $ | $ | % | |||||||||||||||||||
| Commercial & industrial | |||||||||||||||||||||||
| Total commercial | |||||||||||||||||||||||
| Residential Real Estate: | |||||||||||||||||||||||
| Residential real estate | |||||||||||||||||||||||
| Total | $ | $ | $ | % | |||||||||||||||||||
(1)Percentage of TLMs to the total loans outstanding within the respective loan class.
The following tables describe the financial effect of TLMs made during the periods indicated, segregated by class of loans:
Three months ended September 30, 2025 | Financial Effect | ||||
| Other-than-Insignificant Payment Delay: | |||||
| Commercial real estate | Provided payment delay for a weighted average period of | ||||
| Other-than-Insignificant Payment Delay: | |||||
| Residential real estate | Provided payment delay for a weighted average period of | ||||
Nine months ended September 30, 2025 | Financial Effect | ||||
| Other-than-Insignificant Payment Delay: | |||||
| Commercial real estate | Provided payment delay for a weighted average period of | ||||
| Other-than-Insignificant Payment Delay: | |||||
| Residential real estate | Provided payment delay for a weighted average period of | ||||
Nine months ended September 30, 2024 | Financial Effect | ||||
| Maturity Extension: | |||||
| Commercial & industrial | Extended maturity by a weighted average of | ||||
| Other-than-Insignificant Payment Delay: | |||||
| Residential real estate | Provided payment delay for a weighted average period of | ||||
-18-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
Management closely monitors the performance of TLMs to understand the effectiveness of the modifications. As of the dates indicated, the following tables present an aging analysis of TLMs that have been modified in the past 12 months:
| (Dollars in thousands) | Days Past Due | |||||||||||||||||||
| September 30, 2025 | Current | 30-59 | 60-89 | 90 or More | Total Past Due | Total Loans | ||||||||||||||
| Commercial: | ||||||||||||||||||||
Commercial real estate | $ | $ | $ | $ | $ | $ | ||||||||||||||
Commercial & industrial | ||||||||||||||||||||
| Total commercial | ||||||||||||||||||||
| Residential Real Estate: | ||||||||||||||||||||
Residential real estate | ||||||||||||||||||||
| Total loans | $ | $ | $ | $ | $ | $ | ||||||||||||||
| (Dollars in thousands) | Days Past Due | |||||||||||||||||||
| September 30, 2024 | Current | 30-59 | 60-89 | 90 or More | Total Past Due | Total Loans | ||||||||||||||
| Commercial: | ||||||||||||||||||||
Commercial real estate | $ | $ | $ | $ | $ | $ | ||||||||||||||
Commercial & industrial | ||||||||||||||||||||
| Total commercial | ||||||||||||||||||||
| Residential Real Estate: | ||||||||||||||||||||
Residential real estate | ||||||||||||||||||||
| Total loans | $ | $ | $ | $ | $ | $ | ||||||||||||||
At both September 30, 2025 and September 30, 2024, there were no
There were no significant commitments to lend additional funds to borrowers experiencing financial difficulty whose loans were TLMs at September 30, 2025.
Individually Analyzed Loans
Individually analyzed loans include nonaccrual commercial loans, TLMs, as well as certain other loans based on the underlying risk characteristics and the discretion of management to individually analyze such loans.
As of September 30, 2025 and December 31, 2024, the carrying value of individually analyzed loans amounted to $14.1 million and $16.6 million, respectively.
The carrying value of collateral dependent individually analyzed loans was $7.7 million and $11.6 million, respectively, at September 30, 2025 and December 31, 2024. For collateral dependent loans where management has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and repayment of the loan is to be provided substantially through the operation or sale of the collateral, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date. See Note 9 for additional disclosure regarding fair value of individually analyzed collateral dependent loans.
-19-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
The following table presents the carrying value of collateral dependent individually analyzed loans:
| (Dollars in thousands) | September 30, 2025 | December 31, 2024 | |||||||||||||||
| Carrying Value | Related Allowance | Carrying Value | Related Allowance | ||||||||||||||
| Commercial: | |||||||||||||||||
Commercial real estate (1) | $ | $ | $ | $ | |||||||||||||
Commercial & industrial (2) | |||||||||||||||||
| Total commercial | |||||||||||||||||
| Residential Real Estate: | |||||||||||||||||
Residential real estate (3) | |||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||
(1) Secured by income-producing property.
(2) Secured by business assets.
(3) Secured by one- to four-family residential properties.
Credit Quality Indicators
Commercial
The Corporation utilizes an internal rating system to assign a risk to each of its commercial loans. Loans are rated on a scale of 1 to 10. This scale can be assigned to three broad categories including “pass” for ratings 1 through 6, “special mention” for 7-rated loans, and “classified” for loans rated 8, 9 or 10. The loan risk rating system takes into consideration parameters including the borrower’s financial condition, the borrower’s performance with respect to loan terms, the adequacy of collateral, the adequacy of guarantees, and other credit quality characteristics. The Corporation takes the risk rating into consideration along with other credit attributes in the establishment of an appropriate ACL on loans. See Note 5 for additional information.
A description of the commercial loan categories is as follows:
Pass - Loans with acceptable credit quality, defined as ranging from superior or very strong to a status of lesser stature. Superior or very strong credit quality is characterized by a high degree of cash collateralization or strong balance sheet liquidity. Lesser stature loans have an acceptable level of credit quality, but may exhibit some weakness in various credit metrics such as collateral adequacy, cash flow, performance or may be in an industry or of a loan type known to have a higher degree of risk. These weaknesses may be mitigated by secondary sources of repayment, including SBA guarantees.
Special Mention - Loans with potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank’s position as creditor at some future date. Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification. Examples of these conditions include but are not limited to outdated or poor quality financial data, strains on liquidity and leverage, losses or negative trends in operating results, marginal cash flow, weaknesses in occupancy rates or trends in the case of commercial real estate, and frequent delinquencies.
Classified - Loans identified as “substandard,” “doubtful” or “loss” based on criteria consistent with guidelines provided by banking regulators. A “substandard” loan has defined weaknesses which make payment default or principal exposure likely, but not yet certain. Such loans are apt to be dependent upon collateral liquidation, a secondary source of repayment or an event outside of the normal course of business. The loans are closely watched and are either already on nonaccrual status or may be placed on nonaccrual status when management determines there is uncertainty of collectability. A “doubtful” loan is placed on nonaccrual status and has a high probability of loss, but the extent of the loss is difficult to quantify due to dependency upon collateral having a value that is difficult to determine or upon some near-term event which lacks certainty. A loan in the “loss” category is considered generally uncollectible or the timing or amount of payments cannot be determined. “Loss” is not intended to imply that the loan has no recovery value, but rather, it is not practical or desirable to continue to carry the asset.
The Corporation’s procedures call for loan risk ratings and classifications to be revised whenever information becomes available that indicates a change is warranted. On a quarterly basis, management reviews a watched asset list, which generally consists of commercial loans that are risk-rated 6 or worse, highly leveraged transaction loans, high-volatility
-20-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
commercial real estate, and other selected loans. Management’s review focuses on the current status of the loans, the appropriateness of risk ratings and strategies to improve the credit.
An annual credit review program is conducted by a third party to provide an independent evaluation of the creditworthiness of the commercial loan portfolio, the quality of the underwriting and credit risk management practices, and the appropriateness of the risk rating classifications. This review is supplemented with selected targeted internal reviews of the commercial loan portfolio.
Residential and Consumer
Management monitors the relatively homogeneous residential real estate and consumer loan portfolios on an ongoing basis using delinquency information by loan type.
In addition, other techniques are utilized to monitor indicators of credit deterioration in the residential real estate loans and home equity consumer loans. Among these techniques is the periodic tracking of loans with an updated Fair Isaac Corporation (commonly known as “FICO”) score and an updated estimated LTV ratio. LTV is estimated based on such factors as geographic location, the original appraised value, and changes in median home prices, and takes into consideration the age of the loan. The results of these analyses and other credit review procedures, including selected targeted internal reviews, are taken into account in the determination of qualitative loss factors for residential real estate and home equity consumer credits.
-21-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
The following table includes information on credit quality indicators and gross charge-offs for the Corporation’s loan portfolio, segregated by class of loans as of September 30, 2025:
| (Dollars in thousands) | Term Loans Amortized Cost by Origination Year | ||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Revolving Loans Amortized Cost | Revolving Loans Converted to Term Loans | Total | |||||||||||||||||||||
| Commercial: | |||||||||||||||||||||||||||||
CRE: | |||||||||||||||||||||||||||||
Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special mention | |||||||||||||||||||||||||||||
Classified | |||||||||||||||||||||||||||||
Total CRE | |||||||||||||||||||||||||||||
| Gross charge-offs | |||||||||||||||||||||||||||||
C&I: | |||||||||||||||||||||||||||||
Pass | |||||||||||||||||||||||||||||
| Special mention | |||||||||||||||||||||||||||||
Classified | |||||||||||||||||||||||||||||
Total C&I | |||||||||||||||||||||||||||||
| Gross charge-offs | |||||||||||||||||||||||||||||
| Residential Real Estate: | |||||||||||||||||||||||||||||
| Residential real estate: | |||||||||||||||||||||||||||||
Current (1) | |||||||||||||||||||||||||||||
| Past due | |||||||||||||||||||||||||||||
| Total residential real estate | |||||||||||||||||||||||||||||
| Gross charge-offs | |||||||||||||||||||||||||||||
| Consumer: | |||||||||||||||||||||||||||||
| Home equity: | |||||||||||||||||||||||||||||
Current | |||||||||||||||||||||||||||||
| Past due | |||||||||||||||||||||||||||||
Total home equity | |||||||||||||||||||||||||||||
| Gross charge-offs | |||||||||||||||||||||||||||||
| Other: | |||||||||||||||||||||||||||||
Current | |||||||||||||||||||||||||||||
| Past due | |||||||||||||||||||||||||||||
Total other | |||||||||||||||||||||||||||||
| Gross charge-offs | |||||||||||||||||||||||||||||
| Total loans, amortized cost | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Total gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
(1)Excludes a $255 thousand negative basis adjustment associated with fair value hedges. See Note 8 for additional disclosure.
-22-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
The following table includes information on credit quality indicators and gross charge-offs for the Corporation’s loan portfolio, segregated by class of loans as of December 31, 2024:
| (Dollars in thousands) | Term Loans Amortized Cost by Origination Year | ||||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Revolving Loans Amortized Cost | Revolving Loans Converted to Term Loans | Total | |||||||||||||||||||||
| Commercial: | |||||||||||||||||||||||||||||
CRE: | |||||||||||||||||||||||||||||
Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special mention | |||||||||||||||||||||||||||||
Classified | |||||||||||||||||||||||||||||
Total CRE | |||||||||||||||||||||||||||||
| Gross charge-offs | |||||||||||||||||||||||||||||
C&I: | |||||||||||||||||||||||||||||
Pass | |||||||||||||||||||||||||||||
| Special mention | |||||||||||||||||||||||||||||
Classified | |||||||||||||||||||||||||||||
Total C&I | |||||||||||||||||||||||||||||
| Gross charge-offs | |||||||||||||||||||||||||||||
| Residential Real Estate: | |||||||||||||||||||||||||||||
| Residential real estate: | |||||||||||||||||||||||||||||
Current (1) | |||||||||||||||||||||||||||||
| Past due | |||||||||||||||||||||||||||||
Total residential real estate | |||||||||||||||||||||||||||||
| Gross charge-offs | |||||||||||||||||||||||||||||
| Consumer: | |||||||||||||||||||||||||||||
| Home equity: | |||||||||||||||||||||||||||||
Current | |||||||||||||||||||||||||||||
| Past due | |||||||||||||||||||||||||||||
Total home equity | |||||||||||||||||||||||||||||
| Gross charge-offs | |||||||||||||||||||||||||||||
| Other: | |||||||||||||||||||||||||||||
Current | |||||||||||||||||||||||||||||
| Past due | |||||||||||||||||||||||||||||
Total other | |||||||||||||||||||||||||||||
| Gross charge-offs | |||||||||||||||||||||||||||||
| Total loans, amortized cost | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Total gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
(1)Excludes a $1.5 million negative basis adjustment associated with fair value hedges. See Note 8 for additional disclosure.
-23-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
Washington Trust may renew commercial loans at or immediately prior to their maturity. In the tables above, renewals subject to full credit evaluation before being granted are reported as originations in the period renewed. Loans with extensions of maturity dates of more than three months, including TLMs, are reported as originations in the period extended. Gross charge-offs are reported in the loan’s initial origination year.
Note 5 - Allowance for Credit Losses on Loans
The ACL on loans is management’s estimate of expected lifetime credit losses on loans carried at amortized cost. The level of the ACL on loans is based on management’s ongoing review of all relevant information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts.
The following table presents the activity in the ACL on loans for the three months ended September 30, 2025:
| (Dollars in thousands) | Commercial | Consumer | ||||||||||||||||||||||||
CRE | C&I | Total Commercial | Residential Real Estate | Home Equity | Other | Total Consumer | Total | |||||||||||||||||||
| Beginning Balance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Charge-offs | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||
| Recoveries | ||||||||||||||||||||||||||
| Provision | ( | |||||||||||||||||||||||||
| Ending Balance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
The following table presents the activity in the ACL on loans for the nine months ended September 30, 2025:
| (Dollars in thousands) | Commercial | Consumer | ||||||||||||||||||||||||
| CRE | C&I | Total Commercial | Residential Real Estate | Home Equity | Other | Total Consumer | Total | |||||||||||||||||||
| Beginning Balance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Charge-offs | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||
| Recoveries | ||||||||||||||||||||||||||
| Provision | ( | ( | ||||||||||||||||||||||||
| Ending Balance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
The following table presents the activity in the ACL on loans for the three months ended September 30, 2024:
| (Dollars in thousands) | Commercial | Consumer | ||||||||||||||||||||||||
CRE | C&I | Total Commercial | Residential Real Estate | Home Equity | Other | Total Consumer | Total | |||||||||||||||||||
| Beginning Balance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Charge-offs | ( | ( | ( | ( | ( | |||||||||||||||||||||
| Recoveries | ||||||||||||||||||||||||||
| Provision | ( | ( | ||||||||||||||||||||||||
| Ending Balance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
-24-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
The following table presents the activity in the ACL on loans for the nine months ended September 30, 2024:
| (Dollars in thousands) | Commercial | Consumer | ||||||||||||||||||||||||
| CRE | C&I | Total Commercial | Residential Real Estate | Home Equity | Other | Total Consumer | Total | |||||||||||||||||||
| Beginning Balance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Charge-offs | ( | ( | ( | ( | ( | |||||||||||||||||||||
| Recoveries | ||||||||||||||||||||||||||
| Provision | ( | |||||||||||||||||||||||||
| Ending Balance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Note 6 - Leases
The Corporation has committed to rent premises used in business operations under non-cancelable operating leases and determines if an arrangement meets the definition of a lease upon inception. Upon commencement of a new lease, a ROU asset and corresponding lease liability is recognized. The Corporation recognizes an adjustment to the ROU asset and lease liability when lease agreements are amended and executed. The discount rate used in determining the present value of lease payments is based on the lessor’s implicit rate in the lease if known or the Corporation’s incremental borrowing rate for borrowing terms similar to the lease upon commencement date.
In the first quarter of 2025, sales-leaseback transactions were completed for five branch locations and a pre-tax net gain on the sale of the bank-owned properties totaling $7.0 million was recognized in noninterest income. In addition, operating lease ROU assets of $10.0 million and operating lease liabilities of $10.0 million were recorded. These leases expire in 17 years and include options to renew for two additional 15 -year terms.
As of both September 30, 2025 and December 31, 2024, there were no
The following table presents information regarding the Corporation’s operating leases:
| Sep 30, 2025 | Dec 31, 2024 | ||||||||||
Operating lease ROU assets | $ | $ | |||||||||
| Operating lease liabilities | $ | $ | |||||||||
| Weighted average discount rate | % | % | |||||||||
| Range of lease expiration dates | |||||||||||
Range of lease renewal options | |||||||||||
Weighted average remaining lease term | |||||||||||
The following table presents the undiscounted annual lease payments under the terms of the Corporation’s operating leases at September 30, 2025, including a reconciliation to the present value of operating lease liabilities recognized in the Consolidated Balance Sheets:
| (Dollars in thousands) | ||||||||
| October 1, 2025 to December 31, 2025 | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 and thereafter | ||||||||
| Total operating lease payments | ||||||||
| Less: interest | ||||||||
Present value of operating lease liabilities (1) | $ | |||||||
(1)Includes short-term operating lease liabilities of $3.1 million.
-25-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
The following table presents the components of total lease expense and operating cash flows:
| (Dollars in thousands) | Three Months | Nine Months | |||||||||||||||
| Periods ended September 30, | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Lease Expense: | |||||||||||||||||
| Operating lease expense | $ | $ | $ | $ | |||||||||||||
| Variable lease expense | |||||||||||||||||
Total lease expense (1) | $ | $ | $ | $ | |||||||||||||
| Cash Paid: | |||||||||||||||||
| Cash paid reducing operating lease liabilities | $ | $ | $ | $ | |||||||||||||
(1)Included in net occupancy expenses in the Consolidated Statements of Income.
Note 7 - Intangible Assets
On July 31, 2025, the Bank's registered investment adviser subsidiary completed the purchase of wealth management client advisory contracts from Lighthouse in an asset acquisition. Asset acquisitions of a single identifiable intangible asset are accounted for under a cost accumulation model. An intangible asset totaling $2.2 million was recognized on the acquisition date based on the value of cash consideration paid to acquire the asset, as well as the direct costs that were associated with the asset acquisition, such as those paid to third party legal counsel, brokers and consultants. The intangible asset is amortized over its estimated life using a method that approximates the amount of economic benefit that will be realized by the Corporation. The Corporation did not recognize a liability for the contingent consideration payments as the amounts to be paid are uncertain until a future measurement date. The contingent consideration payments will be capitalized as part of the intangible asset acquired when the payments are probable and reasonably estimable (i.e. when they are paid). Once capitalized, the contingent consideration will be amortized over the remaining life of the intangible asset.
The following table presents information regarding the Corporation’s intangible assets:
| (Dollars in thousands) | ||||||||
| Sep 30, 2025 | Dec 31, 2024 | |||||||
| Gross carrying amount | $ | $ | ||||||
| Accumulated amortization | ||||||||
| Net amount | $ | $ | ||||||
| Weighted average remaining life (in years) | ||||||||
The gross carrying amount of intangible assets includes wealth management client advisory contracts resulting from the 2005 acquisition of Weston and the 2015 acquisition of Halsey, which were accounted for as business combinations. In addition, the balance at September 30, 2025 includes wealth management client advisory contracts resulting from the Lighthouse asset acquisition.
In the third quarter of 2025, the Weston wealth management client advisory contracts were fully amortized. Both the Halsey and Lighthouse wealth management client advisory contracts are being amortized on a straight-line basis over a 15
The following table presents a summary of intangible assets amortization expense:
| (Dollars in thousands) | Three Months | Nine Months | |||||||||||||||
| Periods ended September 30, | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Amortization expense | $ | $ | $ | $ | |||||||||||||
-26-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
The following table presents estimated remaining amortization expense for intangible assets at September 30, 2025:
| (Dollars in thousands) | |||||
| October 1, 2025 to December 31, 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 and thereafter | |||||
Note 8 - Derivative Financial Instruments
The Corporation’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Corporation’s known or expected cash receipts and its known or expected cash payments, principally to manage the Corporation’s interest rate risk. Additionally, the Corporation enters into interest rate derivatives to accommodate the business requirements of its customers. Derivatives are measured at fair value. Derivative assets are included in other assets and derivative liabilities are included in other liabilities in the Unaudited Consolidated Balance Sheets. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and resulting designation.
Interest Rate Risk Management Agreements
Interest rate risk management agreements, such as swaps, caps, floors, and collars, are used from time to time as part of the Corporation’s interest rate risk management strategy. Interest rate swaps are agreements in which the Corporation and another party agree to exchange interest payments (e.g., fixed-rate for variable-rate payments or variable-rate for fixed-rate payments) computed on a notional principal amount. Interest rate caps and floors represent options purchased by the Corporation to manage the interest rate paid throughout the term of the option contract. An interest rate collar is a derivative instrument that represents simultaneously buying an interest rate cap and selling an interest rate floor. The credit risk associated with these derivative transactions is the risk of default by the counterparty. To minimize this risk, the Corporation enters into interest rate agreements only with highly rated counterparties that management believes to be creditworthy. The notional amounts of these agreements do not represent amounts exchanged by the parties and, thus, are not a measure of the potential loss exposure.
Cash Flow Hedging Instruments
As of September 30, 2025 and December 31, 2024, the Corporation had interest rate swap contracts and interest rate collars that were designated as cash flow hedges. These interest rate swaps and collars were executed to hedge the interest rate risk associated with short-term borrowings. See Note 11 for additional disclosure on borrowings. In addition, as of September 30, 2025, the Corporation had interest rate floor contracts that were also designated as cash flow hedges. These interest rate floors were executed in the third quarter of 2025 to hedge the interest rate risk associated with a pool of variable rate commercial loans.
The changes in fair value of these derivatives designated as cash flow hedges are recorded in other comprehensive income (loss) and subsequently reclassified to earnings when gains or losses are realized (i.e., in the same period during which the hedged transactions affect earnings.)
The Corporation previously had an interest rate swap contract that was designated as a cash flow hedge to hedge the interest rate risk associated with a pool of variable rate commercial loans. On March 31, 2023, the Corporation terminated this interest rate swap contract and the derivative liability was derecognized. The loss on this interest rate swap included in the AOCL component of shareholders’ equity was updated to its termination date fair value of $26.5 million, or $20.1 million after tax. This loss is being amortized into earnings as a reduction of interest income on a straight-line basis over the remaining life of the original interest rate swap term, or through May 1, 2026. At September 30, 2025, the remaining unamortized balance of the loss included in the AOCL component of shareholders’ equity was $5.0 million, or $3.7 million after tax.
Fair Value Hedging Instruments
As of September 30, 2025 and December 31, 2024, the Corporation had interest rate swap contracts that were designated as
-27-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
fair value hedges. The fair value hedges were executed to hedge the interest rate risk associated with a closed-pool of fixed-rate residential real estate loans (the “hedged item”). The hedged item is measured at fair value through a basis adjustment recognized on the balance sheet. The changes in fair value of derivatives designated as fair value hedges, as well as the offsetting changes in fair value of the hedged item are recognized in earnings.
Loan Related Derivative Contracts
Interest Rate Derivative Contracts with Customers
The Corporation enters into interest rate swap and interest rate cap contracts to help commercial loan borrowers manage their interest rate risk. These interest rate swap contracts allow borrowers to convert variable-rate loan payments to fixed-rate loan payments, while interest rate cap contracts allow borrowers to limit their interest rate exposure in a rising rate environment. When the Corporation enters into an interest rate derivative contract with a commercial loan borrower, it simultaneously enters into a “mirror” interest rate contract with a third party. For interest rate swaps, the third party exchanges the client’s fixed-rate loan payments for variable-rate loan payments. The Corporation’s credit policies with respect to interest rate contracts with commercial borrowers are similar to those used for loans. The Corporation retains the risk that is associated with the potential failure of counterparties and the risk inherent in originating loans. The interest rate contracts with counterparties are generally subject to bilateral collateralization terms. These derivatives are not designated as hedges and therefore, changes in fair value are recognized in earnings.
Risk Participation Agreements
The Corporation has entered into risk participation agreements with other banks in commercial loan arrangements. Participating banks guarantee the performance on borrower-related interest rate swap contracts. These derivatives are not designated as hedges and therefore, changes in fair value are recognized in earnings.
Under a risk participation-out agreement, a derivative asset, the Corporation participates out a portion of the credit risk associated with the interest rate swap position executed with the commercial borrower for a fee paid to the participating bank. Under a risk participation-in agreement, a derivative liability, the Corporation assumes, or participates in, a portion of the credit risk associated with the interest rate swap position with the commercial borrower for a fee received from the other bank.
Mortgage Loan Commitments
Interest rate lock commitments are extended to borrowers and relate to the origination of mortgage loans held for sale. To mitigate the interest rate risk and pricing risk associated with rate locks and mortgage loans that are originated and intended for sale, the Corporation enters into forward sale commitments. Forward sale commitments are contracts for delayed delivery or net settlement of the underlying instrument, such as a residential mortgage loan, where the seller agrees to deliver on a specified future date, either a specified instrument at a specified price or yield or the net cash equivalent of an underlying instrument. Both interest rate lock commitments and forward sale commitments are derivative financial instruments, but do not meet criteria for hedge accounting and therefore, the changes in fair value of these commitments are recognized in earnings.
-28-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
The following table presents the notional amounts and fair values of derivative instruments in the Unaudited Consolidated Balance Sheets:
| (Dollars in thousands) | September 30, 2025 | December 31, 2024 | |||||||||||||||||||||
| Fair Value | Fair Value | ||||||||||||||||||||||
| Notional Amounts | Derivative Assets | Derivative Liabilities | Notional Amounts | Derivative Assets | Derivative Liabilities | ||||||||||||||||||
Derivatives Designated as Cash Flow Hedging Instruments: | |||||||||||||||||||||||
Interest rate risk management contracts: | |||||||||||||||||||||||
Interest rate swaps (1) | $ | $ | $ | $ | $ | $ | |||||||||||||||||
| Interest rate collars | |||||||||||||||||||||||
Interest rate floors | |||||||||||||||||||||||
| Derivatives Designated as Fair Value Hedging Instruments: | |||||||||||||||||||||||
Interest rate risk management contracts: | |||||||||||||||||||||||
| Interest rate swaps | |||||||||||||||||||||||
Derivatives not Designated as Hedging Instruments: | |||||||||||||||||||||||
Loan related derivative contracts: | |||||||||||||||||||||||
| Interest rate contracts with customers | |||||||||||||||||||||||
| Mirror contracts with counterparties | |||||||||||||||||||||||
Risk participation agreements | |||||||||||||||||||||||
| Mortgage loan commitments: | |||||||||||||||||||||||
Interest rate lock commitments | |||||||||||||||||||||||
Forward sale commitments | |||||||||||||||||||||||
Gross amounts | |||||||||||||||||||||||
Less: amounts offset (2) | |||||||||||||||||||||||
| Derivative balances, net of offset | |||||||||||||||||||||||
Less: collateral pledged (3) | |||||||||||||||||||||||
| Net amounts | $ | $ | $ | $ | |||||||||||||||||||
(1)The fair value of derivative assets includes accrued interest receivable of $78 thousand and $120 thousand, respectively, at September 30, 2025 and December 31, 2024. There was no
(2)Interest rate risk management contracts and loan related derivative contracts with counterparties are subject to master netting arrangements.
(3)Collateral contractually required to be pledged to derivative counterparties is in the form of cash. Washington Trust may need to post additional collateral in the future in proportion to potential increases in unrealized loss positions.
The following table presents the balance sheet location, carrying value, and cumulative basis adjustment of the hedged item associated with fair value hedges:
| (Dollars in thousands) | |||||||||||||||||||||||
| September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Balance Sheet Location | Carrying Value of Hedged Item (1) | Cumulative Basis Adjustment | Carrying Value of Hedged Item (1) | Cumulative Basis Adjustment | |||||||||||||||||||
| Residential real estate loans | $ | ($ | $ | ($ | |||||||||||||||||||
(1)Represents the carrying value of the hedged item associated with fair value hedges on a closed-pool of fixed-rate residential real estate loans that are expected to be outstanding for the designated hedged periods. The amortized cost balance of the closed-pool of residential real estate loans used in the fair value hedges was $621.2 million and $733.2 million, respectively, at September 30, 2025 and December 31, 2024.
-29-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
The following table presents the effect of derivative instruments in the Unaudited Consolidated Statements of Changes in Shareholders’ Equity:
| (Dollars in thousands) | Amounts Recognized in Other Comprehensive Income (Loss), Net of Tax | |||||||||||||||||||
| Three Months | Nine Months | |||||||||||||||||||
| Periods ended September 30, | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||
Derivatives Designated as Cash Flow Hedging Instruments: | ||||||||||||||||||||
Interest rate risk management contracts: | ||||||||||||||||||||
Interest rate swaps | $ | ($ | $ | $ | ||||||||||||||||
| Interest rate collars | ( | ( | ||||||||||||||||||
Interest rate floors | ( | ( | ||||||||||||||||||
| Total | $ | ($ | $ | $ | ||||||||||||||||
The following table presents the effect of derivative instruments in the Unaudited Consolidated Statements of Income:
| (Dollars in thousands) | Amount of Gain (Loss) Recognized in the Unaudited Consolidated Statements of Income | |||||||||||||||||||
| Three Months | Nine Months | |||||||||||||||||||
| Periods ended September 30, | Statement of Income Location | 2025 | 2024 | 2025 | 2024 | |||||||||||||||
| Derivatives Designated as Cash Flow Hedging Instruments: | ||||||||||||||||||||
| Interest rate risk management contracts: | ||||||||||||||||||||
| Interest rate swaps | Interest income: Interest and fees on loans | ($ | ($ | ($ | ($ | |||||||||||||||
| Interest rate swaps | Interest expense: FHLB advances | |||||||||||||||||||
| Interest rate floors | Interest income: Interest and fees on loans | ( | ( | |||||||||||||||||
| Derivatives Designated as Fair Value Hedging Instruments: | ||||||||||||||||||||
Interest rate risk management contracts: | ||||||||||||||||||||
| Interest rate swaps | Interest income: Interest and fees on loans | ( | ||||||||||||||||||
| Hedged item | Interest income: Interest and fees on loans | ( | ( | ( | ||||||||||||||||
Derivatives not Designated as Hedging Instruments: | ||||||||||||||||||||
| Loan related derivative contracts: | ||||||||||||||||||||
| Interest rate contracts with customers | Loan related derivative income | ($ | $ | $ | ($ | |||||||||||||||
| Mirror interest rate contracts with counterparties | Loan related derivative income | ( | ( | |||||||||||||||||
Risk participation agreements | Loan related derivative income | ( | ||||||||||||||||||
| Mortgage loan commitments: | ||||||||||||||||||||
Interest rate lock commitments | Mortgage banking revenues | ( | ||||||||||||||||||
Forward sale commitments | Mortgage banking revenues | ( | ( | ( | ( | |||||||||||||||
| Total | ($ | ($ | ($ | ($ | ||||||||||||||||
For derivatives designated as cash flow hedging instruments in the table above, the amounts represent the pre-tax reclassifications from AOCL into earnings.
-30-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
Note 9 - Fair Value Measurements
The Corporation uses fair value measurements to record fair value adjustments on certain assets and liabilities and to determine fair value disclosures. Items recorded at fair value on a recurring basis include securities available for sale, mortgage loans that are originated and intended for sale to the secondary market, and derivatives. Additionally, from time to time, we may be required to record other assets at fair value on a nonrecurring basis, such as collateral dependent individually analyzed loans, loan servicing rights, property acquired through foreclosure or repossession, and mortgage loans reclassified to held for sale from portfolio.
Fair value is a market-based measurement, not an entity-specific measurement. Fair value measurements are determined based on the assumptions the market participants would use in pricing the asset or liability. In addition, GAAP specifies a hierarchy of valuation techniques based on whether the types of valuation information, or “inputs”, are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Corporation’s market assumptions. These two types of inputs have created the following fair value hierarchy:
•Level 1 – Quoted prices for identical assets or liabilities in active markets.
•Level 2 – Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.
•Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable in the markets and which reflect the Corporation’s market assumptions.
Fair Value Option Election
GAAP allows for the irrevocable option to elect fair value accounting for the initial and subsequent measurement for certain financial assets and liabilities on a contract-by-contract basis. The Corporation has elected the fair value option for mortgage loans that are originated and intended for sale to the secondary market to better match changes in fair value of the loans with changes in the fair value of the forward sale commitment contracts used to economically hedge them.
The following table presents a summary of mortgage loans held for sale accounted for under the fair value option:
| (Dollars in thousands) | September 30, 2025 | December 31, 2024 | ||||||
| Aggregate fair value | $ | $ | ||||||
Aggregate principal balance | ||||||||
| Difference between fair value and principal balance | $ | $ | ||||||
Changes in fair value of mortgage loans held for sale accounted for under the fair value option election are included in mortgage banking revenues in the Unaudited Consolidated Statements of Income. Changes in fair value amounted to a decrease in mortgage banking revenues of $175 thousand and an increase of $342 thousand, respectively, for the three and nine months ended September 30, 2025. This compared to decreases in mortgage banking revenues of $31 thousand and $122 thousand, respectively, for the three and nine months ended September 30, 2024.
There were no mortgage loans held for sale 90 days or more past due as of September 30, 2025 and December 31, 2024.
Valuation Techniques for Items Recorded at Fair Value on a Recurring Basis
Available for Sale Debt Securities
Available for sale debt securities are recorded at fair value on a recurring basis. When available, the Corporation uses quoted market prices to determine the fair value of debt securities; such items are classified as Level 1. There were no Level 1 debt securities held at September 30, 2025 and December 31, 2024.
Level 2 debt securities are traded less frequently than exchange-traded instruments. The fair value of these securities is determined using matrix pricing with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category includes obligations of U.S. government-sponsored enterprises, including mortgage-backed securities, individual name issuer trust preferred debt securities, and corporate bonds.
-31-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
Debt securities not actively traded whose fair value is determined through the use of cash flows utilizing inputs that are unobservable are classified as Level 3. There were no Level 3 debt securities held at September 30, 2025 and December 31, 2024.
Mortgage Loans Held for Sale, at Fair Value
The Corporation has elected the fair value option for mortgage loans that are originated and intended for sale to the secondary market. The fair value is estimated based on current market prices for similar loans in the secondary market and therefore are classified as Level 2 assets.
Derivatives
Interest rate derivative contracts are traded in over-the-counter markets where quoted market prices are not readily available. Fair value measurements are determined using independent valuation software, which utilizes the present value of future cash flows discounted using market observable inputs such as forward rate assumptions. The Corporation evaluates the credit risk of its counterparties, as well as that of the Corporation. Accordingly, factors such as the likelihood of default by the Corporation and its counterparties, its net exposures, and remaining contractual life are considered in determining if any fair value adjustments related to credit risk are required. Counterparty exposure is evaluated by netting positions that are subject to master netting agreements, as well as considering the amount of collateral securing the position, if any. The Corporation has determined that the majority of the inputs used to value its derivative positions fall within Level 2 of the fair value hierarchy. However, the credit valuation adjustments utilize Level 3 inputs. As of September 30, 2025 and December 31, 2024, the Corporation has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation. As a result, the Corporation has classified its derivative valuations in their entirety as Level 2.
Fair value measurements of forward loan commitments (interest rate lock commitments and forward sale commitments) are primarily based on current market prices for similar assets in the secondary market and therefore are classified as Level 2 assets. The fair value of interest rate lock commitments is also dependent on the ultimate closing of the loans. Pull-through rates are based on the Corporation’s historical data and reflect the Corporation’s best estimate of the likelihood that a commitment will result in a closed loan. Although the pull-through rates are Level 3 inputs, the Corporation has assessed the significance of the impact of pull-through rates on the overall valuation of its interest rate lock commitments and has determined that they are not significant to the overall valuation. As a result, the Corporation has classified its interest rate lock commitments as Level 2.
-32-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
Items Recorded at Fair Value on a Recurring Basis
The following tables present the balances of assets and liabilities reported at fair value on a recurring basis:
| (Dollars in thousands) | Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||
| September 30, 2025 | ||||||||||||||
| Assets: | ||||||||||||||
| Available for sale debt securities: | ||||||||||||||
| Obligations of U.S. government agencies and U.S government sponsored enterprises | $ | $ | $ | $ | ||||||||||
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises | ||||||||||||||
Obligations of states and political subdivisions | ||||||||||||||
Individual name issuer trust preferred debt securities | ||||||||||||||
Corporate bonds | ||||||||||||||
| Mortgage loans held for sale | ||||||||||||||
| Derivative assets | ||||||||||||||
| Total assets at fair value on a recurring basis | $ | $ | $ | $ | ||||||||||
| Liabilities: | ||||||||||||||
| Derivative liabilities | $ | $ | $ | $ | ||||||||||
| Total liabilities at fair value on a recurring basis | $ | $ | $ | $ | ||||||||||
| (Dollars in thousands) | Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||
| December 31, 2024 | ||||||||||||||
| Assets: | ||||||||||||||
| Available for sale debt securities: | ||||||||||||||
| Obligations of U.S. government agencies and U.S government sponsored enterprises | $ | $ | $ | $ | ||||||||||
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises | ||||||||||||||
Obligations of states and political subdivisions | ||||||||||||||
Individual name issuer trust preferred debt securities | ||||||||||||||
Corporate bonds | ||||||||||||||
| Mortgage loans held for sale | ||||||||||||||
| Derivative assets | ||||||||||||||
| Total assets at fair value on a recurring basis | $ | $ | $ | $ | ||||||||||
| Liabilities: | ||||||||||||||
| Derivative liabilities | $ | $ | $ | $ | ||||||||||
| Total liabilities at fair value on a recurring basis | $ | $ | $ | $ | ||||||||||
Valuation Techniques for Items Recorded at Fair Value on a Nonrecurring Basis
Collateral Dependent Individually Analyzed Loans
Collateral dependent individually analyzed loans are valued based upon the lower of amortized cost or fair value. Fair value is determined based on the appraised value of the underlying collateral. Such collateral primarily consists of real estate and, to a lesser extent, other business assets. For collateral dependent loans that are expected to be repaid substantially through the sale of the collateral, management adjusts the fair value for estimated costs to sell. Management may also adjust appraised values to reflect estimated market value declines or apply other discounts to appraised values resulting from its knowledge of
-33-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
the collateral. Internal valuations may be utilized to determine the fair value of other business assets. Collateral dependent individually analyzed loans are categorized as Level 3.
Mortgage Loans Held for Sale, at Lower of Cost or Market
Pursuant to the terms of a sales agreement effective December 30, 2024, the Bank had committed to sell residential mortgage loans with an amortized cost balance of $344.6 million that were held in portfolio. These loans were reclassified to held for sale and written down to a fair value of $281.7 million in December 2024. The fair value of these loans was based on the terms of the sales agreement with an unrelated third party and therefore are categorized as Level 2. The sale of these loans was completed on January 24, 2025.
Items Recorded at Fair Value on a Nonrecurring Basis
The following table presents the carrying value of assets held at September 30, 2025, which were written down to fair value during the nine months ended September 30, 2025:
| (Dollars in thousands) | Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Collateral dependent individually analyzed loans | $ | $ | $ | $ | |||||||||||||||||||
| Total assets at fair value on a nonrecurring basis | $ | $ | $ | $ | |||||||||||||||||||
The above table includes the carrying value of a collateral dependent C&I relationship that was written down to fair value. In the second quarter of 2025, the borrower declared bankruptcy due to cash flow problems. As of June 30, 2025, this C&I relationship had a carrying value of $9.3 million and a specific reserve of $2.3 million. Based on ensuing developments in the bankruptcy proceedings during the third quarter of 2025, which resulted in updated recovery estimates, the Corporation revised its estimate of expected credit losses on this relationship and recognized a charge-off of $8.3 million in the third quarter of 2025. The remaining carrying value of $1.0 million was collected in October 2025. In addition, see Note 4 for disclosure regarding a CRE loan with a carrying value of $4.3 million at June 30, 2025 that was written down to fair value in the third quarter of 2025 because the Corporation changed its exit strategy and decided to sell this loan.
The following table presents the carrying value of assets held at December 31, 2024, which were written down to fair value during the year ended December 31, 2024.
| (Dollars in thousands) | Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||
| Assets: | ||||||||||||||
| Collateral dependent individually analyzed loans | $ | $ | $ | $ | ||||||||||
| Mortgage loans held for sale, at lower of cost or market | ||||||||||||||
| Total assets at fair value on a nonrecurring basis | $ | $ | $ | $ | ||||||||||
-34-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
The following tables present valuation techniques and unobservable inputs for assets measured at fair value on a nonrecurring
basis for which the Corporation has utilized Level 3 inputs to determine fair value:
| (Dollars in thousands) | Fair Value | Valuation Technique | Unobservable Input | Range of Inputs Utilized (Weighted Average) | ||||||||||
| September 30, 2025 | ||||||||||||||
| Collateral dependent individually analyzed loans | $ | Appraisals of collateral | Discount for costs to sell | |||||||||||
| Appraisal adjustments | ||||||||||||||
| (Dollars in thousands) | Fair Value | Valuation Technique | Unobservable Input | Inputs Utilized (Weighted Average) | ||||||||||
| December 31, 2024 | ||||||||||||||
| Collateral dependent individually analyzed loans | $ | Appraisals of collateral | Discount for costs to sell | |||||||||||
| Appraisal adjustments | ||||||||||||||
Items for which Fair Value is Only Disclosed
The estimated fair values and related carrying amounts for financial instruments for which fair value is only disclosed are presented in the tables below:
| (Dollars in thousands) | |||||||||||||||||
| September 30, 2025 | Carrying Amount | Total Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
| Financial Assets: | |||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | $ | ||||||||||||
Loans, net of allowance for credit losses on loans (1) | |||||||||||||||||
FHLB stock | |||||||||||||||||
Investment in BOLI | |||||||||||||||||
| Financial Liabilities: | |||||||||||||||||
| Non-maturity deposits | $ | $ | $ | $ | $ | ||||||||||||
| Time deposits | |||||||||||||||||
FHLB advances | |||||||||||||||||
| Junior subordinated debentures | |||||||||||||||||
(1)The estimated fair value excludes a $255 thousand negative basis adjustment associated with fair value hedges. See Note 8 for additional disclosure.
-35-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
| (Dollars in thousands) | |||||||||||||||||
| December 31, 2024 | Carrying Amount | Total Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
| Financial Assets: | |||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | $ | ||||||||||||
Loans, net of allowance for credit losses on loans (1) | |||||||||||||||||
FHLB stock | |||||||||||||||||
Investment in BOLI | |||||||||||||||||
| Financial Liabilities: | |||||||||||||||||
| Non-maturity deposits | $ | $ | $ | $ | $ | ||||||||||||
| Time deposits | |||||||||||||||||
FHLB advances | |||||||||||||||||
| Junior subordinated debentures | |||||||||||||||||
(1)The estimated fair value excludes a $1.5 million negative basis adjustment associated with fair value hedges. See Note 8 for additional disclosure.
Note 10 - Deposits
The following table presents a summary of deposits:
| (Dollars in thousands) | September 30, 2025 | December 31, 2024 | ||||||
| Noninterest-bearing: | ||||||||
| Noninterest-bearing demand deposits | $ | $ | ||||||
| Interest-bearing: | ||||||||
| Interest-bearing demand deposits | ||||||||
| NOW accounts | ||||||||
| Money market accounts | ||||||||
| Savings accounts | ||||||||
Time deposits (1) | ||||||||
| Total interest-bearing deposits | ||||||||
| Total deposits | $ | $ | ||||||
(1)Includes wholesale brokered time deposit balances of $0 and $297.5 million, respectively, as of September 30, 2025 and December 31, 2024.
The following table presents scheduled maturities of time certificates of deposit:
| (Dollars in thousands) | Scheduled Maturity | Weighted Average Rate | ||||||
| October 1, 2025 to December 31, 2025 | $ | % | ||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 and thereafter | ||||||||
| Balance at September 30, 2025 | $ | % | ||||||
Time certificates of deposit in denominations of $250 thousand or more totaled $362.4 million and $353.9 million,
-36-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
respectively, at September 30, 2025 and December 31, 2024.
Note 11 - Borrowings
Advances payable to the FHLB amounted to $791.0 million and $1.1 billion, respectively, at September 30, 2025 and December 31, 2024. See Note 8 for additional disclosure on derivatives designated as cash flow hedges to hedge the interest rate risk associated with short-term FHLB advances.
The Bank pledges certain qualified investment securities and loans as collateral to the FHLB. As of September 30, 2025 and December 31, 2024, the Bank had available borrowing capacity of $1.1 billion and $753.0 million, respectively, with the FHLB.
In addition, the Bank had access to a $40.0 66.0
The following table presents maturities and weighted average interest rates on FHLB advances outstanding as of September 30, 2025:
| (Dollars in thousands) | Scheduled Maturity | Weighted Average Rate | ||||||
| October 1, 2025 to December 31, 2025 | $ | % | ||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 and thereafter | ||||||||
| Balance at September 30, 2025 | $ | % | ||||||
Note 12 - Shareholders' Equity
Stock Repurchase Program
During the second quarter of 2025, the Board of Directors of the Corporation adopted the 2025 Repurchase Program, which authorizes the repurchase of up to 850,000 shares, or approximately 4 %, of the Corporation’s outstanding common stock. This authority may be exercised from time to time and in such amounts as market conditions warrant, and subject to regulatory considerations. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, market conditions, and other corporate liquidity requirements and priorities. Repurchases under the 2025 Repurchase Program are conducted pursuant to a trading plan adopted by the Corporation that is designed to qualify under Rule 10b5-1 under the Exchange Act. The 2025 Repurchase Program commenced on May 15, 2025 and expires on May 15, 2026 and may be modified, suspended, or discontinued at any time. Through September 30, 2025, the Corporation has repurchased a total of 246,803 shares, at an average price of $27.28 and a total cost of $6.7 million, under its 2025 Repurchase Program.
-37-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
Regulatory Capital Requirements
Capital levels at September 30, 2025 exceeded the regulatory minimum levels to be considered “well capitalized.”
The following table presents the Corporation’s and the Bank’s actual capital amounts and ratios, as well as the corresponding minimum and well capitalized regulatory amounts and ratios that were in effect during the respective periods:
| (Dollars in thousands) | Actual | For Capital Adequacy Purposes | To Be “Well Capitalized” Under Prompt Corrective Action Provisions | ||||||||||||||||||||||||||||||||
| Amount | Ratio | Amount | Ratio | Amount | Ratio | ||||||||||||||||||||||||||||||
| September 30, 2025 | |||||||||||||||||||||||||||||||||||
| Total Capital (to Risk-Weighted Assets): | |||||||||||||||||||||||||||||||||||
Corporation | $ | % | $ | % | N/A | N/A | |||||||||||||||||||||||||||||
Bank | $ | % | |||||||||||||||||||||||||||||||||
| Tier 1 Capital (to Risk-Weighted Assets): | |||||||||||||||||||||||||||||||||||
Corporation | N/A | N/A | |||||||||||||||||||||||||||||||||
Bank | |||||||||||||||||||||||||||||||||||
| Common Equity Tier 1 Capital (to Risk-Weighted Assets): | |||||||||||||||||||||||||||||||||||
Corporation | N/A | N/A | |||||||||||||||||||||||||||||||||
Bank | |||||||||||||||||||||||||||||||||||
Tier 1 Capital (to Average Assets): (1) | |||||||||||||||||||||||||||||||||||
Corporation | N/A | N/A | |||||||||||||||||||||||||||||||||
Bank | |||||||||||||||||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||||||||||||||
| Total Capital (to Risk-Weighted Assets): | |||||||||||||||||||||||||||||||||||
Corporation | N/A | N/A | |||||||||||||||||||||||||||||||||
Bank | |||||||||||||||||||||||||||||||||||
| Tier 1 Capital (to Risk-Weighted Assets): | |||||||||||||||||||||||||||||||||||
Corporation | N/A | N/A | |||||||||||||||||||||||||||||||||
Bank | |||||||||||||||||||||||||||||||||||
| Common Equity Tier 1 Capital (to Risk-Weighted Assets): | |||||||||||||||||||||||||||||||||||
Corporation | N/A | N/A | |||||||||||||||||||||||||||||||||
Bank | |||||||||||||||||||||||||||||||||||
Tier 1 Capital (to Average Assets): (1) | |||||||||||||||||||||||||||||||||||
Corporation | N/A | N/A | |||||||||||||||||||||||||||||||||
Bank | |||||||||||||||||||||||||||||||||||
(1) Leverage ratio.
In addition to the minimum regulatory capital required for capital adequacy outlined in the table above, the Corporation and the Bank are required to maintain a minimum capital conservation buffer, in the form of common equity, of 2.50%, resulting in a requirement for the Corporation and the Bank to effectively maintain total capital, Tier 1 capital, and common equity Tier 1 capital ratios of 10.50%, 8.50%, and 7.00%, respectively. The Corporation and the Bank must maintain the capital conservation buffer to avoid restrictions on the ability to pay dividends and discretionary bonuses. The Corporation’s and the Bank’s capital levels exceeded the minimum regulatory capital requirements plus the capital conservation buffer at September 30, 2025 and December 31, 2024.
The Bancorp owns the common stock of two capital trusts, which have issued trust preferred securities. In accordance with GAAP, the capital trusts are treated as unconsolidated subsidiaries. At both September 30, 2025 and December 31, 2024, $22.0
In accordance with regulatory capital rules, the Corporation elected the option to delay the estimated impact of ASC 326 on its regulatory capital over a two-year deferral and subsequent three-year transition period ending December 31, 2024. As a
-38-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
Note 13 - Revenue from Contracts with Customers
The following tables summarize total revenues as presented in the Unaudited Consolidated Statements of Income and the related amounts that are from contracts with customers within the scope of ASC 606. As shown below, a substantial portion of our revenues are specifically excluded from the scope of ASC 606.
| For the three months ended September 30, | 2025 | 2024 | |||||||||||||||
| (Dollars in thousands) | Revenue (1) | ASC 606 Revenue (2) | Revenue (1) | ASC 606 Revenue (2) | |||||||||||||
| Net interest income | $ | $ | $ | $ | |||||||||||||
| Noninterest income: | |||||||||||||||||
| Wealth management revenues | |||||||||||||||||
Mortgage banking revenues | |||||||||||||||||
Card interchange fees | |||||||||||||||||
Service charges on deposit accounts | |||||||||||||||||
Loan related derivative income | |||||||||||||||||
Income from bank-owned life insurance | |||||||||||||||||
Other income | |||||||||||||||||
| Total noninterest income | |||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||
(1)As reported in the Unaudited Consolidated Statements of Income.
(2)Revenue from contracts with customers in scope of ASC 606.
| For the nine months ended September 30, | 2025 | 2024 | |||||||||||||||
| (Dollars in thousands) | Revenue (1) | ASC 606 Revenue (2) | Revenue (1) | ASC 606 Revenue (2) | |||||||||||||
| Net interest income | $ | $ | $ | $ | |||||||||||||
| Noninterest income: | |||||||||||||||||
| Wealth management revenues | |||||||||||||||||
| Mortgage banking revenues | |||||||||||||||||
| Card interchange fees | |||||||||||||||||
| Service charges on deposit accounts | |||||||||||||||||
| Loan related derivative income | |||||||||||||||||
| Income from bank-owned life insurance | |||||||||||||||||
Gain on sale of bank-owned properties, net (3) | |||||||||||||||||
| Other income | |||||||||||||||||
| Total noninterest income | |||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||
(1)As reported in the Unaudited Consolidated Statements of Income.
(2)Revenue from contracts with customers in scope of ASC 606.
(3)For the nine months ended September 30, 2025, included herein in accordance with sales-leaseback transaction provisions of ASC 842 and ASC 606.
-39-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
The following table presents revenue from contracts with customers based on the timing of revenue recognition:
| (Dollars in thousands) | Three Months | Nine Months | |||||||||||||||
| Periods ended September 30, | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue recognized at a point in time: | |||||||||||||||||
| Card interchange fees | $ | $ | $ | $ | |||||||||||||
| Service charges on deposit accounts | |||||||||||||||||
| Gain on sale of bank-owned properties, net | |||||||||||||||||
| Other income | |||||||||||||||||
| Revenue recognized over time: | |||||||||||||||||
Wealth management revenues | |||||||||||||||||
Service charges on deposit accounts | |||||||||||||||||
Other income | |||||||||||||||||
Total revenues from contracts with customers in scope of ASC 606 | $ | $ | $ | $ | |||||||||||||
Receivables for revenue from contracts with customers primarily consist of amounts due for wealth management services performed for which the Corporation’s performance obligations have been fully satisfied. Receivables amounted to $6.3 million and $6.0 million, respectively, at September 30, 2025 and December 31, 2024 and were included in other assets in the Unaudited Consolidated Balance Sheets.
Deferred revenues, which are considered contract liabilities under ASC 606, represent advance consideration received from customers for which the Corporation has a remaining performance obligation to fulfill. Contract liabilities are recognized as revenue over the life of the contract as the performance obligations are satisfied. The balances of contract liabilities were insignificant at both September 30, 2025 and December 31, 2024 and were included in other liabilities in the Unaudited Consolidated Balance Sheets.
For commissions and incentives that are in scope of ASC 606, such as those paid to employees in our wealth management services and banking segments in order to obtain customer contracts, contract cost assets are established. The contract cost assets are capitalized and amortized over the estimated useful life that the asset is expected to generate benefits. The carrying value of contract cost assets amounted to $2.3 million and $2.1 million, respectively at September 30, 2025 and December 31, 2024 and were included in other assets in the Unaudited Consolidated Balance Sheets. The amortization of contract cost assets is recorded within salaries and employee benefits expense in the Unaudited Consolidated Statements of Income.
Note 14 - Defined Benefit Pension Plans
Washington Trust maintained a qualified pension plan for the benefit of certain eligible employees who were hired prior to October 1, 2007. Washington Trust also has non-qualified retirement plans to provide supplemental retirement benefits to certain employees, as defined in the plans. These defined benefit pension plans were previously amended to freeze benefit accruals after a 10-year transition period, which ended in December 2023.
In the fourth quarter of 2023, the Corporation’s Board of Directors approved a resolution to terminate the qualified pension plan, and participants were notified of the termination. In the first quarter of 2025, the qualified pension plan liability was settled through a combination of lump sum payments to participants and the purchase of a group annuity contract from a highly-rated insurance company. This resulted in a pre-tax non-cash pension settlement charge of $6.4 million being recognized in noninterest expenses in the first quarter of 2025. The settlement charge included the recognition of pre-tax actuarial losses accumulated in AOCL and the effects of the remeasurement of plan assets and liabilities upon settlement. In the third quarter of 2025 and as a result of the plan’s over-funded status, remaining surplus plan assets of $10.5 million were transferred directly to the Corporation’s 401(k) Plan (a qualified replacement plan) to fund future non-elective employer contributions.
-40-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
The following table presents components of net periodic benefit cost and other amounts recognized in other comprehensive income (loss), on a pre-tax basis:
| (Dollars in thousands) | Qualified Pension Plan | Non-Qualified Retirement Plans | |||||||||||||||||||||||||||||||||
| Three Months | Nine Months | Three Months | Nine Months | ||||||||||||||||||||||||||||||||
| Periods ended September 30, | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||
| Net Periodic Benefit Cost: | |||||||||||||||||||||||||||||||||||
Service cost (1) | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Interest cost (2) | |||||||||||||||||||||||||||||||||||
Expected return on plan assets (2) | ( | ( | ( | ||||||||||||||||||||||||||||||||
Recognized net actuarial loss (2) | |||||||||||||||||||||||||||||||||||
| Net periodic benefit cost before settlement | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Pension plan settlement charge | |||||||||||||||||||||||||||||||||||
| Net periodic benefit cost | $ | ($ | $ | ($ | $ | $ | $ | $ | |||||||||||||||||||||||||||
(1)Included in salaries and employee benefits expense in the Unaudited Consolidated Statements of Income. Service cost for 2024 represents administrative expenses related to the termination of the qualified pension plan.
(2)Included in other expenses in the Unaudited Consolidated Statements of Income.
Note 15 - Business Segments
The Corporation manages its operations through two reportable business segments, consisting of Banking and Wealth Management Services. The Corporation’s reportable business segments are determined by the Senior Executive Vice President, Chief Financial Officer and Treasurer, the designated CODM.
An allocation methodology is utilized to allocate income and expenses to the business segments. Direct activities are assigned to the appropriate business segment to which the activity relates. Indirect activities, such as corporate, technology and other support functions, are allocated to business segments primarily based upon full-time equivalent employee computations.
The Banking segment includes commercial, residential, and consumer lending activities; mortgage banking activities; deposit generation; cash management services; other banking activities, including customer support and the operation of ATMs, telephone banking, internet banking, and mobile banking services; as well as investment portfolio and wholesale funding activities.
Wealth management services and operations are provided through the Bank and its registered investment adviser subsidiary. The Wealth Management Services segment provides investment management; holistic financial planning services; personal trust and estate services, including services as trustee, personal representative, and custodian; settlement of decedents’ estates; and institutional trust services, including custody and fiduciary services.
The CODM evaluates the financial performance of each business segment, which is measured based upon the business segment’s net income. Components of net income for the business segments that are reviewed by the CODM include net interest income, provision for credit losses, noninterest income, noninterest expense, and income tax expense. The CODM, in conjunction with management committees (such as the ALCO) and certain members of executive management, evaluates financial performance to make decisions related to the products and services that are offered, pricing, and the allocation of resources, for each business segment.
-41-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
The following tables present the components of net income, as well as other supplemental information for Washington Trust’s reportable business segments:
| (Dollars in thousands) | Banking | Wealth Management Services | Consolidated Total | |||||||||||||||||||||||
| Three months ended September 30, | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Total interest income and dividend income | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Total interest expense | ||||||||||||||||||||||||||
| Net interest income | ||||||||||||||||||||||||||
| Provision for credit losses | ||||||||||||||||||||||||||
| Net interest income after provision for credit losses | ||||||||||||||||||||||||||
| Noninterest income | ||||||||||||||||||||||||||
| Noninterest expenses: | ||||||||||||||||||||||||||
| Salaries and employee benefits | ||||||||||||||||||||||||||
| Outsourced services | ||||||||||||||||||||||||||
| Net occupancy | ||||||||||||||||||||||||||
| Equipment | ||||||||||||||||||||||||||
| Legal, audit and professional fees | ||||||||||||||||||||||||||
FDIC deposit insurance costs | ||||||||||||||||||||||||||
| Advertising and promotion | ||||||||||||||||||||||||||
| Amortization of intangibles | ||||||||||||||||||||||||||
| Other expenses | ||||||||||||||||||||||||||
| Total noninterest expenses | ||||||||||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||||||||
| Income tax expense | ||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Supplemental Information: | ||||||||||||||||||||||||||
| Total assets at period end | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Expenditures for long-lived assets | ||||||||||||||||||||||||||
Depreciation expense (1) | ||||||||||||||||||||||||||
(1)Included in net occupancy and equipment expenses in the table above.
-42-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
| (Dollars in thousands) | Banking | Wealth Management Services | Consolidated Total | ||||||||||||||||||||||||||||||||
| Nine months ended September 30, | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| Total interest income and dividend income | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Total interest expense | |||||||||||||||||||||||||||||||||||
| Net interest income | |||||||||||||||||||||||||||||||||||
| Provision for credit losses | |||||||||||||||||||||||||||||||||||
| Net interest income after provision for credit losses | |||||||||||||||||||||||||||||||||||
| Noninterest income | |||||||||||||||||||||||||||||||||||
| Noninterest expenses: | |||||||||||||||||||||||||||||||||||
| Salaries and employee benefits | |||||||||||||||||||||||||||||||||||
| Outsourced services | |||||||||||||||||||||||||||||||||||
| Net occupancy | |||||||||||||||||||||||||||||||||||
| Equipment | |||||||||||||||||||||||||||||||||||
| Legal, audit and professional fees | |||||||||||||||||||||||||||||||||||
FDIC deposit insurance costs | |||||||||||||||||||||||||||||||||||
| Advertising and promotion | |||||||||||||||||||||||||||||||||||
| Amortization of intangibles | |||||||||||||||||||||||||||||||||||
| Other expenses | |||||||||||||||||||||||||||||||||||
| Total noninterest expenses | |||||||||||||||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Total assets at period end | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Expenditures for long-lived assets | |||||||||||||||||||||||||||||||||||
Depreciation expense (1) | |||||||||||||||||||||||||||||||||||
(1)Included in net occupancy and equipment expenses in the table above.
For the nine months ended September 30, 2025, noninterest income for the Banking segment included a $7.0 million net gain recognized in the first quarter associated with sales-leaseback transactions that were completed for five branch locations. See additional disclosure regarding the sale-leaseback transactions in Note 6.
Also, for the nine months ended September 30, 2025, total other expenses included a $6.4 million pension plan settlement charge recognized in the first quarter, of which $4.9 million was included in the Banking segment and $1.5 million was included in the Wealth Management Services segment. See additional disclosure regarding the pension plan settlement charge in Note 14.
For the nine months ended September 30, 2024, noninterest income for the Wealth Management Services segment included income of $2.1 million recognized in the first quarter associated with a litigation settlement.
-43-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
Note 16 - Other Comprehensive Income (Loss)
The following tables present the activity in other comprehensive income (loss):
| Three months ended September 30, | 2025 | 2024 | |||||||||||||||||||||
| (Dollars in thousands) | Pre-tax Amounts | Income Tax (Expense) | Net of Tax | Pre-tax Amounts | Income Tax Benefit (Expense) | Net of Tax | |||||||||||||||||
| Available for Sale Debt Securities: | |||||||||||||||||||||||
| Change in fair value of available for sale debt securities | $ | ($ | $ | $ | ($ | $ | |||||||||||||||||
| Cash Flow Hedges: | |||||||||||||||||||||||
| Change in fair value of cash flow hedges | ( | ( | ( | ||||||||||||||||||||
| Net cash flow hedge losses reclassified into earnings | ( | ( | |||||||||||||||||||||
| Net change in fair value of cash flow hedges | ( | ( | ( | ||||||||||||||||||||
| Defined Benefit Plan Obligations: | |||||||||||||||||||||||
| Amortization of net actuarial losses into earnings | ( | ( | |||||||||||||||||||||
| Total other comprehensive income | $ | ($ | $ | $ | ($ | $ | |||||||||||||||||
| Nine months ended September 30, | 2025 | 2024 | |||||||||||||||||||||
| (Dollars in thousands) | Pre-tax Amounts | Income Tax Benefit (Expense) | Net of Tax | Pre-tax Amounts | Income Tax (Expense) | Net of Tax | |||||||||||||||||
| Securities available for sale: | |||||||||||||||||||||||
| Change in fair value of available for sale debt securities | $ | ($ | $ | $ | ($ | $ | |||||||||||||||||
| Cash flow hedges: | |||||||||||||||||||||||
| Change in fair value of cash flow hedges | ( | ( | ( | ||||||||||||||||||||
| Net cash flow hedge losses reclassified into earnings | ( | ( | |||||||||||||||||||||
| Net change in fair value of cash flow hedges | ( | ( | |||||||||||||||||||||
| Defined benefit plan obligations: | |||||||||||||||||||||||
| Defined benefit plan obligation remeasurement | ( | ||||||||||||||||||||||
| Pension plan settlement charge reclassified into earnings | ( | ||||||||||||||||||||||
| Amortization of net actuarial losses into earnings | ( | ( | |||||||||||||||||||||
| Net change in defined benefit plan obligations | ( | ( | |||||||||||||||||||||
| Total other comprehensive income | $ | ($ | $ | $ | ($ | $ | |||||||||||||||||
The following tables present the changes in AOCL by component, net of tax:
| (Dollars in thousands) | Net Unrealized Losses on Available For Sale Debt Securities | Net Unrealized Losses on Cash Flow Hedges | Net Unrealized Losses on Defined Benefit Plan Obligations | Total | |||||||||||||||||||||||||
| For the three months ended September 30, 2025 | |||||||||||||||||||||||||||||
| Balance at June 30, 2025 | ($ | ($ | ($ | ($ | |||||||||||||||||||||||||
| Other comprehensive income before reclassifications | |||||||||||||||||||||||||||||
Amounts reclassified from AOCL | |||||||||||||||||||||||||||||
| Net other comprehensive income | |||||||||||||||||||||||||||||
| Balance at September 30, 2025 | ($ | ($ | ($ | ($ | |||||||||||||||||||||||||
-44-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
| (Dollars in thousands) | Net Unrealized Losses on Available For Sale Debt Securities | Net Unrealized Losses on Cash Flow Hedges | Net Unrealized Losses on Defined Benefit Plan Obligations | Total | |||||||||||||||||||||||||
| For the nine months ended September 30, 2025 | |||||||||||||||||||||||||||||
| Balance at December 31, 2024 | ($ | ($ | ($ | ($ | |||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ||||||||||||||||||||||||||||
Amounts reclassified from AOCL | |||||||||||||||||||||||||||||
| Net other comprehensive income | |||||||||||||||||||||||||||||
| Balance at September 30, 2025 | ($ | ($ | ($ | ($ | |||||||||||||||||||||||||
| (Dollars in thousands) | Net Unrealized Losses on Available For Sale Debt Securities | Net Unrealized Losses on Cash Flow Hedges | Net Unrealized Losses on Defined Benefit Plan Obligations | Total | |||||||||||||||||||||||||
| For the three months ended September 30, 2024 | |||||||||||||||||||||||||||||
| Balance at June 30, 2024 | ($ | ($ | ($ | ($ | |||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ||||||||||||||||||||||||||||
Amounts reclassified from AOCL | |||||||||||||||||||||||||||||
| Net other comprehensive income (loss) | ( | ||||||||||||||||||||||||||||
| Balance at September 30, 2024 | ($ | ($ | ($ | ($ | |||||||||||||||||||||||||
| (Dollars in thousands) | Net Unrealized Losses on Available For Sale Debt Securities | Net Unrealized Losses on Cash Flow Hedges | Net Unrealized Losses on Defined Benefit Plan Obligations | Total | |||||||||||||||||||||||||
| For the nine months ended September 30, 2024 | |||||||||||||||||||||||||||||
| Balance at December 31, 2023 | ($ | ($ | ($ | ($ | |||||||||||||||||||||||||
| Other comprehensive income before reclassifications | |||||||||||||||||||||||||||||
Amounts reclassified from AOCL | |||||||||||||||||||||||||||||
| Net other comprehensive income | |||||||||||||||||||||||||||||
| Balance at September 30, 2024 | ($ | ($ | ($ | ($ | |||||||||||||||||||||||||
-45-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
Note 17 - Earnings per Common Share
The following table presents the calculation of EPS:
| (Dollars and shares in thousands, except per share amounts) | |||||||||||||||||
| Three Months | Nine Months | ||||||||||||||||
| Periods ended September 30, | 2025 | 2024 | 2025 | 2024 | |||||||||||||
Earnings for basic and diluted EPS calculations: | |||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||
| Less: dividends and undistributed earnings allocated to participating securities | ( | ||||||||||||||||
| Net income available to common shareholders | $ | $ | $ | $ | |||||||||||||
Shares for basic and diluted EPS calculations: | |||||||||||||||||
Weighted average common shares outstanding for basic EPS | |||||||||||||||||
| Dilutive effect of common stock equivalents | |||||||||||||||||
Weighted average common and potential common shares outstanding for diluted EPS | |||||||||||||||||
EPS: | |||||||||||||||||
| Basic earnings per common share | $ | $ | $ | $ | |||||||||||||
| Diluted earnings per common share | $ | $ | $ | $ | |||||||||||||
Shares excluded from the calculation of diluted EPS: | |||||||||||||||||
Weighted average anti-dilutive common stock equivalents (1) | |||||||||||||||||
(1)For the three and nine months ended September 30, 2025 and 2024, weighted average anti-dilutive common stock equivalents represent share-based compensation awards not included in the calculation of common shares outstanding for purposes of calculating diluted EPS as the grant prices were greater than the average market price of the Bancorp’s common stock, and therefore were anti-dilutive.
-46-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
Note 18 - Commitments and Contingencies
Financial Instruments with Off-Balance Sheet Risk
The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to manage the Corporation’s exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit and standby letters of credit, as well as derivative financial instruments, such as mortgage loan commitments, loan related derivative contracts and interest rate risk management contracts. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the Unaudited Consolidated Balance Sheets. The contract or notional amounts of these instruments reflect the extent of involvement the Corporation has in particular classes of financial instruments. See Note 8 for additional disclosure pertaining to derivative financial instruments.
Financial Instruments Whose Contract Amounts Represent Credit Risk (Unfunded Commitments)
Commitments to Extend Credit
Commitments to extend credit are agreements to lend to a customer as long as there are no violations of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, total commitment amounts do not necessarily represent future cash requirements. Each borrower’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained is based on management’s credit evaluation of the borrower.
Standby Letters of Credit
Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. These standby letters of credit are primarily issued to support the financing needs of the Bank’s commercial customers. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loan facilities to customers. The collateral supporting those commitments is essentially the same as for other commitments. Most standby letters of credit extend for one year. At September 30, 2025 and December 31, 2024, there were no liabilities to beneficiaries resulting from standby letters of credit. Should the Corporation be required to make payments to the beneficiary, repayment from the customer to the Corporation is required.
The following table presents the contractual and notional amounts of financial instruments with off-balance sheet risk:
| (Dollars in thousands) | September 30, 2025 | December 31, 2024 | |||||||||
| Financial instruments whose contract amounts represent credit risk: | |||||||||||
| Commitments to extend credit | $ | $ | |||||||||
| Standby letters of credit | |||||||||||
ACL on Unfunded Commitments
The ACL on unfunded commitments is management’s estimate of expected lifetime credit losses over the expected contractual term in which the Corporation is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Corporation.
The activity in the ACL on unfunded commitments for the three months ended September 30, 2025 is presented below:
| (Dollars in thousands) | Commercial | Consumer | ||||||||||||||||||||||||
CRE | C&I | Total Commercial | Residential Real Estate | Home Equity | Other | Total Consumer | Total | |||||||||||||||||||
| Beginning Balance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Provision | ( | ( | ( | |||||||||||||||||||||||
| Ending Balance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
-47-
Condensed Notes to Unaudited Consolidated Financial Statements – (continued)
The activity in the ACL on unfunded commitments for the nine months ended September 30, 2025 is presented below:
| (Dollars in thousands) | Commercial | Consumer | ||||||||||||||||||||||||
| CRE | C&I | Total Commercial | Residential Real Estate | Home Equity | Other | Total Consumer | Total | |||||||||||||||||||
| Beginning Balance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Provision | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||
| Ending Balance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
The activity in the ACL on unfunded commitments for the three months ended September 30, 2024 is presented below:
| (Dollars in thousands) | Commercial | Consumer | ||||||||||||||||||||||||
CRE | C&I | Total Commercial | Residential Real Estate | Home Equity | Other | Total Consumer | Total | |||||||||||||||||||
| Beginning Balance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Provision | ( | ( | ( | ( | ( | |||||||||||||||||||||
| Ending Balance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
The activity in the ACL on unfunded commitments for the nine months ended September 30, 2024 is presented below:
| (Dollars in thousands) | Commercial | Consumer | ||||||||||||||||||||||||
| CRE | C&I | Total Commercial | Residential Real Estate | Home Equity | Other | Total Consumer | Total | |||||||||||||||||||
| Beginning Balance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Provision | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||
| Ending Balance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Other Contingencies
Litigation
The Corporation is involved in various claims and legal proceedings arising out of the ordinary course of business. Management is of the opinion, based on its review with counsel of the development of such matters to date, that the ultimate disposition of such matters will not materially affect the consolidated balance sheets or statements of income of the Corporation.
-48-
Management's Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the Corporation’s Audited Consolidated Financial Statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2024, and in conjunction with the condensed Unaudited Consolidated Financial Statements and notes thereto included in Item 1 of this report. Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results for the full-year ended December 31, 2025 or any future period.
Forward-Looking Statements
This report contains statements that are “forward-looking statements.” We may also make forward-looking statements in other documents we file with the SEC, in our annual reports to shareholders, in press releases and other written materials, and in oral statements made by our officers, directors, or employees. You can identify forward-looking statements by the use of the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “assume,” “outlook,” “will,” “should,” and other expressions that predict or indicate future events and trends and which do not relate to historical matters. You should not rely on forward-looking statements, because they involve known and unknown risks, uncertainties, and other factors, some of which are beyond our control. These risks, uncertainties, and other factors may cause our actual results, performance, or achievements to be materially different than the anticipated future results, performance, or achievements expressed or implied by the forward-looking statements.
Some of the factors that might cause these differences include the following:
•changes in general business and economic conditions (including the impact of tariffs, inflation and concerns about liquidity) on a national basis and in the local markets in which we operate;
•interest rate changes or volatility, as well as changes in the balance and mix of loans and deposits;
•changes in customer behavior due to political, business and economic conditions;
•changes in loan demand and collectability;
•the possibility that future credit losses are higher than currently expected due to changes in economic assumptions or adverse economic developments;
•ongoing volatility in national and international financial markets;
•reductions in the market value or outflows of wealth management AUA;
•decreases in the value of securities and other assets;
•increases in defaults and charge-off rates;
•changes in the size and nature of our competition;
•changes in, and evolving interpretations of, existing and future laws, rules and regulations;
•changes in accounting principles, policies and guidelines;
•operational risks including, but not limited to, changes in information technology, cybersecurity incidents, fraud, natural disasters, war, terrorism, civil unrest and future pandemics;
•regulatory, litigation and reputational risks; and
•changes in the assumptions used in making such forward-looking statements.
In addition, the factors described under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as updated by our Quarterly Reports on Form 10-Q and other filings submitted to the SEC, may result in these differences. You should carefully review all of these factors and you should be aware that there may be other factors that could cause these differences. These forward-looking statements were based on information, plans, and estimates at the date of this report, and we assume no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.
-49-
Management's Discussion and Analysis
Non-GAAP Financial Measures and Reconciliation to GAAP
In addition to evaluating the Corporation’s results of operations in accordance with GAAP, management supplements this evaluation with an analysis of certain non-GAAP financial measures, such as adjusted noninterest income, adjusted noninterest expense, adjusted income before income taxes, adjusted income tax expense, adjusted effective tax rate, adjusted net income, adjusted net income available to common shareholders, adjusted diluted earnings per common share, adjusted return on average assets and adjusted return on average equity.
We believe these non-GAAP financial measures are utilized by regulators and market analysts to evaluate the Corporation’s results of operations and financial condition, and therefore such information is useful to investors. In addition, these non-GAAP financial measures remove the impact of infrequent items that may obscure trends in the Corporation’s underlying performance. These disclosures should not be viewed as a substitute for financial results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures, which may be presented by other companies. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names.
Each presentation below reconciles the “as reported” GAAP measure to the adjusted non-GAAP measure.
-50-
Management's Discussion and Analysis
The following table presents adjusted noninterest income, adjusted noninterest expense, adjusted income before income taxes, adjusted income tax expense, adjusted effective tax rate, adjusted net income, and adjusted net income available to common shareholders:
| (Dollars in thousands, except per share amounts) | |||||||||||||||||
| Three Months | Nine Months | ||||||||||||||||
| Periods ended September 30, | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Adjusted Noninterest Income: | |||||||||||||||||
| Noninterest income, as reported | $17,636 | $16,272 | $57,357 | $50,095 | |||||||||||||
| Less adjustments: | |||||||||||||||||
| Gain on sale of bank-owned properties, net | — | — | 6,994 | 988 | |||||||||||||
| Litigation settlement income | — | — | — | 2,100 | |||||||||||||
| Total adjustments, pre-tax | — | — | 6,994 | 3,088 | |||||||||||||
Adjusted noninterest income (non-GAAP) | $17,636 | $16,272 | $50,363 | $47,007 | |||||||||||||
| Adjusted Noninterest Expense: | |||||||||||||||||
| Noninterest expense, as reported | $35,726 | $34,504 | $114,452 | $102,777 | |||||||||||||
| Less adjustments: | |||||||||||||||||
| Pension plan settlement charge | — | — | 6,436 | — | |||||||||||||
| Total adjustments, pre-tax | — | — | 6,436 | — | |||||||||||||
Adjusted noninterest expense (non-GAAP) | $35,726 | $34,504 | $108,016 | $102,777 | |||||||||||||
| Adjusted Income Before Income Taxes: | |||||||||||||||||
| Income before income taxes | $13,943 | $13,830 | $46,745 | $41,430 | |||||||||||||
| Less: total adjustments, pre-tax | — | — | 558 | 3,088 | |||||||||||||
Adjusted income before income taxes (non-GAAP) | $13,943 | $13,830 | $46,187 | $38,342 | |||||||||||||
| Adjusted Income Tax Expense: | |||||||||||||||||
| Income tax expense, as reported | $3,097 | $2,849 | $10,475 | $8,698 | |||||||||||||
| Less: tax on total adjustments | — | — | 141 | 780 | |||||||||||||
Adjusted income tax expense (non-GAAP) | $3,097 | $2,849 | $10,334 | $7,918 | |||||||||||||
| Adjusted Effective Tax Rate: | |||||||||||||||||
Effective tax rate (1) | 22.2 | % | 20.6 | % | 22.4 | % | 21.0 | % | |||||||||
| Less: impact of total adjustments | — | — | — | 0.3 | |||||||||||||
Adjusted effective tax rate (non-GAAP) (2) | 22.2 | % | 20.6 | % | 22.4 | % | 20.7 | % | |||||||||
| Adjusted Net Income: | |||||||||||||||||
| Net income, as reported | $10,846 | $10,981 | $36,270 | $32,732 | |||||||||||||
| Less: total adjustments, after-tax | — | — | 417 | 2,308 | |||||||||||||
Adjusted net income (non-GAAP) | $10,846 | $10,981 | $35,853 | $30,424 | |||||||||||||
| Adjusted Net Income Available to Common Shareholders: | |||||||||||||||||
| Net income available to common shareholders, as reported | $10,846 | $10,973 | $36,270 | $32,732 | |||||||||||||
| Less: total adjustments available to common shareholders, after-tax | — | — | 417 | 2,308 | |||||||||||||
Adjusted net income available to common shareholders (non-GAAP) | $10,846 | $10,973 | $35,853 | $30,424 | |||||||||||||
(1)Calculated as income tax expense divided by income before income taxes.
(2)Calculated as income tax expense, adjusted for the tax impact of the adjustments as outlined in the table above, divided by income before income taxes, adjusted for the pre-tax impact of the adjustments as outlined in the table above.
-51-
Management's Discussion and Analysis
The following table presents adjusted diluted earnings per common share:
| (Dollars in thousands, except per share amounts) | ||||||||||||||||||||
| Three Months | Nine Months | |||||||||||||||||||
| Periods ended September 30, | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||
| Adjusted Diluted Earnings per Common Share: | ||||||||||||||||||||
Diluted earnings per common share, as reported (1) | $0.56 | $0.64 | $1.88 | $1.91 | ||||||||||||||||
| Less: impact of total adjustments | — | — | 0.03 | 0.13 | ||||||||||||||||
Adjusted diluted earnings per common share (non-GAAP) (2) | $0.56 | $0.64 | $1.85 | $1.78 | ||||||||||||||||
(1)Net income available to common shareholders divided by weighted average diluted common and potential shares outstanding.
(2)Net income available to common shareholders, adjusted for the after-tax impact of adjustments as outlined in the table above, divided by weighted average diluted common and potential shares outstanding.
The following table presents adjusted return on average assets and adjusted return on average equity:
| (Dollars in thousands) | ||||||||||||||||||||
| Three Months | Nine Months | |||||||||||||||||||
| Periods ended September 30, | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||
Adjusted Return on Average Assets (1): | ||||||||||||||||||||
| Net income, as reported | $10,846 | $10,981 | $36,270 | $32,732 | ||||||||||||||||
| Less: total adjustments, after-tax | — | — | 417 | 2,308 | ||||||||||||||||
Adjusted net income (non-GAAP) | 10,846 | 10,981 | 35,853 | 30,424 | ||||||||||||||||
| Total average assets, as reported | 6,738,796 | 7,254,566 | 6,715,645 | 7,238,020 | ||||||||||||||||
Return on average assets (2) | 0.64 | % | 0.60 | % | 0.72 | % | 0.60 | % | ||||||||||||
Adjusted return on average assets (non-GAAP) (3) | 0.64 | % | 0.60 | % | 0.71 | % | 0.56 | % | ||||||||||||
Adjusted Return on Average Equity (1): | ||||||||||||||||||||
| Net income available to common shareholders, as reported | $10,846 | $10,973 | $36,270 | $32,732 | ||||||||||||||||
| Less: total adjustments, after-tax | — | — | 417 | 2,308 | ||||||||||||||||
Adjusted net income available to common shareholders (non-GAAP) | 10,846 | 10,973 | 35,853 | 30,424 | ||||||||||||||||
| Total average equity, as reported | 528,315 | 485,654 | 521,747 | 472,617 | ||||||||||||||||
Return on average equity (4) | 8.14 | % | 8.99 | % | 9.29 | % | 9.25 | % | ||||||||||||
Adjusted return on average equity (non-GAAP) (5) | 8.14 | % | 8.99 | % | 9.19 | % | 8.60 | % | ||||||||||||
(1)Annualized based on the actual number of days in the period.
(2)Net income divided by total average assets.
(3)Net income, adjusted for the after-tax impact of adjustments as outlined in the table above, divided by total average assets.
(4)Net income available to common shareholders divided by total average equity.
(5)Net income available to common shareholders, adjusted for the after-tax impact of adjustments as outlined in the table above, divided by total average equity.
Overview
Washington Trust offers a full range of financial services, including commercial, residential, and consumer lending, retail and commercial deposit products, and wealth management and trust services through its offices in Rhode Island, Massachusetts, and Connecticut.
Our largest source of operating income is net interest income, which is the difference between interest earned on loans and securities and interest paid on deposits and borrowings. In addition, we generate noninterest income from a number of sources, including wealth management services, mortgage banking activities, and deposit services. Our principal noninterest
-52-
Management's Discussion and Analysis
expenses include salaries and employee benefit costs, outsourced services (including software-as-a-service) provided by third-party vendors, occupancy and facility-related costs, and other administrative expenses.
We continue to leverage our strong regional brand to build market share and remain steadfast in our commitment to provide superior service. We believe the key to future growth is providing customers with convenient in-person service and digital banking solutions.
Risk Management
The Corporation has a comprehensive ERM program through which the Corporation identifies, measures, monitors, and controls current and emerging material risks.
The Board of Directors is responsible for oversight of the ERM program. The ERM program enables the aggregation of risk across the Corporation and ensures the Corporation has the tools, programs, and processes in place to support informed decision making, to anticipate risks before they materialize and to maintain the Corporation’s risk profile consistent with its risk strategy. The Board of Directors has approved an ERM Policy that addresses each category of risk. The risk categories include: credit risk, interest rate risk, liquidity risk, price and market risk, compliance risk, strategic and reputation risk, and operational risk. A description of each risk category is provided below.
Credit risk represents the possibility that borrowers or other counterparties may not repay loans or other contractual obligations according to their terms due to changes in the financial capacity, ability, and willingness of such borrowers or counterparties to meet their obligations. In some cases, the collateral securing payment of the loans may be sufficient to assure repayment, but in other cases the Corporation may experience significant credit losses, which could have an adverse effect on its operating results. The Corporation makes various assumptions and judgments about the collectability of its loan portfolio, including the creditworthiness of its borrowers and counterparties and the value of the real estate and other assets serving as collateral for the repayment of loans. Credit risk also exists with respect to investment securities. For further discussion regarding the credit risk and the credit quality of the Corporation’s loan portfolio, see Notes 4 and 5 to the Unaudited Consolidated Financial Statements. For further discussion regarding credit risk associated with unfunded commitments, see Note 18 to the Unaudited Consolidated Financial Statements. For further discussion regarding the Corporation’s securities portfolio, see Note 3 to the Unaudited Consolidated Financial Statements.
Interest rate risk is the risk of loss to earnings due to movements in interest rates. Interest rate risk arises from differences between the timing of rate changes and the timing of cash flows. It exists because the repricing frequency and magnitude of interest-earning assets and interest-bearing liabilities are not identical. See the “Asset/Liability Management and Interest Rate Risk” section below for additional disclosure.
Liquidity risk is the risk that the Corporation will not have the ability to generate adequate amounts of cash in the most economical way for it to meet its maturing liability obligations and customer loan demand. Liquidity risk includes the inability to manage unplanned decreases or changes in funding sources. For detailed disclosure regarding liquidity management, see the “Liquidity and Capital Resources” section below.
Price and market risk refers to the risk of loss arising from adverse changes in interest rates and other relevant market rates and prices, such as equity prices. Interest rate risk, discussed above, is the most significant market risk to which the Corporation is exposed. The Corporation is also exposed to financial market risk and housing market risk.
Compliance risk represents the risk of regulatory sanctions or financial loss resulting from the failure to comply with laws, rules, and regulations and standards of good banking practice. Activities that may expose the Corporation to compliance risk include, but are not limited to, those dealing with the prevention of money laundering, privacy and data protection, adherence to all applicable laws and regulations, and employment and tax matters.
Strategic and reputation risk represent the risk of loss due to impairment of reputation, failure to fully develop and execute business plans, and failure to assess existing and new opportunities and threats in business, markets, and products.
Operational risk is the risk of loss due to human behavior, inadequate or failed internal processes, systems and controls, information technology changes or failures, and external influences such as market conditions, fraudulent activities, cybersecurity incidents, natural disasters, and security risks.
-53-
Management's Discussion and Analysis
ERM is an overarching program that includes all areas of the Corporation. A framework approach is utilized to assign responsibility and to ensure that the various business units and activities involved in the risk management life-cycle are effectively integrated. The Corporation has adopted the “three lines of defense” strategy that is an industry best practice for ERM. Business units are the first line of defense in managing risk. They are responsible for identifying, measuring, monitoring, and controlling current and emerging risks. They must report on and escalate their concerns. Corporate functions such as Credit Risk Management, Financial Administration, Information Assurance, and Compliance represent the second line of defense. They are responsible for policy setting and for reviewing and challenging the risk management activities of the business units. They collaborate closely with business units on planning and resource allocation with respect to risk management. Internal Audit is a third line of defense. They provide independent assurance to the Board of Directors of the effectiveness of the first and second lines in fulfilling their risk management responsibilities.
For additional factors that could adversely impact Washington Trust’s future results of operations and financial condition, see Part II, Item 1A below and the section labeled “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as updated by our Quarterly Reports on Form 10-Q and other filings submitted to the SEC.
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Management's Discussion and Analysis
Results of Operations
Summary
The following table presents a summarized consolidated statement of operations:
| (Dollars in thousands) | Three Months | Nine Months | ||||||||||||||||||||||||||||||||||||
| Change | Change | |||||||||||||||||||||||||||||||||||||
| Periods ended September 30, | 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | ||||||||||||||||||||||||||||||
| Net interest income | $38,833 | $32,262 | $6,571 | 20 | % | $112,440 | $95,512 | $16,928 | 18 | % | ||||||||||||||||||||||||||||
| Noninterest income | 17,636 | 16,272 | 1,364 | 8 | 57,357 | 50,095 | 7,262 | 14 | ||||||||||||||||||||||||||||||
| Total revenues | 56,469 | 48,534 | 7,935 | 16 | 169,797 | 145,607 | 24,190 | 17 | ||||||||||||||||||||||||||||||
| Provision for credit losses | 6,800 | 200 | 6,600 | 3,300 | 8,600 | 1,400 | 7,200 | 514 | ||||||||||||||||||||||||||||||
| Noninterest expense | 35,726 | 34,504 | 1,222 | 4 | 114,452 | 102,777 | 11,675 | 11 | ||||||||||||||||||||||||||||||
| Income before income taxes | 13,943 | 13,830 | 113 | 1 | 46,745 | 41,430 | 5,315 | 13 | ||||||||||||||||||||||||||||||
| Income tax expense | 3,097 | 2,849 | 248 | 9 | 10,475 | 8,698 | 1,777 | 20 | ||||||||||||||||||||||||||||||
| Net income | $10,846 | $10,981 | ($135) | (1 | %) | $36,270 | $32,732 | $3,538 | 11 | % | ||||||||||||||||||||||||||||
Adjusted net income (non-GAAP) | $10,846 | $10,981 | ($135) | (1 | %) | $35,853 | $30,424 | $5,429 | 18 | % | ||||||||||||||||||||||||||||
Net income totaled $10.8 million and $36.3 million, respectively, for the three and nine months ended September 30, 2025, compared to $11.0 million and $32.7 million, respectively, reported for the same periods in 2024. These results included the following infrequent transactions:
•In the first quarter of 2025, sales-leaseback transactions were completed for five branch locations and a pre-tax net gain on the sale of the bank-owned properties totaling $7.0 million was recognized within noninterest income.
•Also in the first quarter of 2025 and in connection with the termination of the Corporation's qualified pension plan, a pre-tax non-cash pension plan settlement charge of $6.4 million was recognized within noninterest expenses.
•In the second quarter of 2024, noninterest income included a net gain of $988 thousand recognized on the sale of a bank-owned operations facility.
•In the first quarter of 2024, noninterest income included income of $2.1 million associated with a litigation settlement.
Excluding these items, adjusted net income (non-GAAP) for the three and nine months ended September 30, 2025 was $10.8 million and $35.9 million, respectively, compared to $11.0 million and $30.4 million, respectively, for the same periods in 2024. These results largely reflected increases in net interest income, but were also negatively impacted by an elevated provision for credit losses in the third quarter of 2025.
The following table presents a summary of performance metrics and ratios:
| Three Months | Nine Months | ||||||||||||||||
| Periods ended September 30, | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Diluted earnings per common share | $0.56 | $0.64 | $1.88 | $1.91 | |||||||||||||
Adjusted diluted earnings per common share (non-GAAP) | $0.56 | $0.64 | $1.85 | $1.78 | |||||||||||||
| Return on average assets (net income divided by average assets) | 0.64 | % | 0.60 | % | 0.72 | % | 0.60 | % | |||||||||
Adjusted return on average assets (non-GAAP) | 0.64 | % | 0.60 | % | 0.71 | % | 0.56 | % | |||||||||
Return on average equity (net income available for common shareholders divided by average equity) | 8.14 | % | 8.99 | % | 9.29 | % | 9.25 | % | |||||||||
Adjusted return on average equity (non-GAAP) | 8.14 | % | 8.99 | % | 9.19 | % | 8.60 | % | |||||||||
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Management's Discussion and Analysis
Average Balances / Net Interest Margin - Fully Taxable Equivalent Basis
The following tables present daily average balance, interest, and yield/rate information, as well as net interest margin on an FTE basis. Tax-exempt income is converted to an FTE basis using the statutory federal income tax rate adjusted for applicable state income taxes net of the related federal tax benefit. Unrealized gains (losses) on available for sale securities, changes in fair value on mortgage loans held for sale, and basis adjustments associated with fair value hedges are excluded from the average balance and yield calculations. Nonaccrual loans, as well as interest recognized on these loans, are included in amounts presented for loans.
| Three months ended September 30, | 2025 | 2024 | Change | ||||||||||||||||||||||||||||||||
| (Dollars in thousands) | Average Balance | Interest | Yield/ Rate | Average Balance | Interest | Yield/ Rate | Average Balance | Interest | Yield/ Rate | ||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||||||
| Cash, federal funds sold, and short-term investments | $137,021 | $1,475 | 4.27 | % | $229,326 | $3,174 | 5.51 | % | ($92,305) | ($1,699) | (1.24 | %) | |||||||||||||||||||||||
| Mortgage loans held for sale | 31,957 | 542 | 6.73 | 21,899 | 366 | 6.65 | 10,058 | 176 | 0.08 | ||||||||||||||||||||||||||
| Taxable debt securities | 1,075,119 | 9,372 | 3.46 | 1,109,699 | 6,794 | 2.44 | (34,580) | 2,578 | 1.02 | ||||||||||||||||||||||||||
| Nontaxable debt securities | 650 | 8 | 4.88 | 85 | 1 | 4.68 | 565 | 7 | 0.20 | ||||||||||||||||||||||||||
Total securities | 1,075,769 | 9,380 | 3.46 | 1,109,784 | 6,795 | 2.44 | (34,015) | 2,585 | 1.02 | ||||||||||||||||||||||||||
FHLB stock | 42,549 | 764 | 7.12 | 62,420 | 1,262 | 8.04 | (19,871) | (498) | (0.92) | ||||||||||||||||||||||||||
| Commercial real estate | 2,201,220 | 32,293 | 5.82 | 2,143,466 | 34,518 | 6.41 | 57,754 | (2,225) | (0.59) | ||||||||||||||||||||||||||
| Commercial & industrial | 553,867 | 8,203 | 5.88 | 573,400 | 9,368 | 6.50 | (19,533) | (1,165) | (0.62) | ||||||||||||||||||||||||||
| Total commercial | 2,755,087 | 40,496 | 5.83 | 2,716,866 | 43,886 | 6.43 | 38,221 | (3,390) | (0.60) | ||||||||||||||||||||||||||
| Residential real estate | 2,088,066 | 23,032 | 4.38 | 2,542,939 | 26,568 | 4.16 | (454,873) | (3,536) | 0.22 | ||||||||||||||||||||||||||
| Home equity | 303,480 | 5,270 | 6.89 | 299,227 | 5,554 | 7.38 | 4,253 | (284) | (0.49) | ||||||||||||||||||||||||||
| Other | 16,292 | 205 | 4.99 | 18,097 | 215 | 4.73 | (1,805) | (10) | 0.26 | ||||||||||||||||||||||||||
Total consumer | 319,772 | 5,475 | 6.79 | 317,324 | 5,769 | 7.23 | 2,448 | (294) | (0.44) | ||||||||||||||||||||||||||
Total loans | 5,162,925 | 69,003 | 5.30 | 5,577,129 | 76,223 | 5.44 | (414,204) | (7,220) | (0.14) | ||||||||||||||||||||||||||
Total interest-earning assets | 6,450,221 | 81,164 | 4.99 | 7,000,558 | 87,820 | 4.99 | (550,337) | (6,656) | — | ||||||||||||||||||||||||||
| Noninterest-earning assets | 288,575 | 254,008 | 34,567 | ||||||||||||||||||||||||||||||||
Total assets | $6,738,796 | $7,254,566 | ($515,770) | ||||||||||||||||||||||||||||||||
| Liabilities and Shareholders’ Equity: | |||||||||||||||||||||||||||||||||||
| Interest-bearing demand deposits (in-market) | $685,422 | $6,503 | 3.76 | % | $556,245 | $6,288 | 4.50 | % | $129,177 | $215 | (0.74 | %) | |||||||||||||||||||||||
| NOW accounts | 669,493 | 390 | 0.23 | 693,724 | 405 | 0.23 | (24,231) | (15) | — | ||||||||||||||||||||||||||
| Money market accounts | 1,174,584 | 9,620 | 3.25 | 1,122,649 | 11,221 | 3.98 | 51,935 | (1,601) | (0.73) | ||||||||||||||||||||||||||
| Savings accounts | 719,229 | 3,624 | 2.00 | 484,068 | 984 | 0.81 | 235,161 | 2,640 | 1.19 | ||||||||||||||||||||||||||
| Time deposits (in-market) | 1,209,011 | 11,080 | 3.64 | 1,188,452 | 12,234 | 4.10 | 20,559 | (1,154) | (0.46) | ||||||||||||||||||||||||||
| Interest-bearing in-market deposits | 4,457,739 | 31,217 | 2.78 | 4,045,138 | 31,132 | 3.06 | 412,601 | 85 | (0.28) | ||||||||||||||||||||||||||
| Wholesale brokered time deposits | 539 | 6 | 4.42 | 458,114 | 6,071 | 5.27 | (457,575) | (6,065) | (0.85) | ||||||||||||||||||||||||||
| Total interest-bearing deposits | 4,458,278 | 31,223 | 2.78 | 4,503,252 | 37,203 | 3.29 | (44,974) | (5,980) | (0.51) | ||||||||||||||||||||||||||
FHLB advances | 942,685 | 10,542 | 4.44 | 1,423,804 | 17,717 | 4.95 | (481,119) | (7,175) | (0.51) | ||||||||||||||||||||||||||
Junior subordinated debentures | 22,681 | 347 | 6.07 | 22,681 | 404 | 7.09 | — | (57) | (1.02) | ||||||||||||||||||||||||||
Total interest-bearing liabilities | 5,423,644 | 42,112 | 3.08 | 5,949,737 | 55,324 | 3.70 | (526,093) | (13,212) | (0.62) | ||||||||||||||||||||||||||
| Noninterest-bearing demand deposits | 648,268 | 673,113 | (24,845) | ||||||||||||||||||||||||||||||||
| Other liabilities | 138,569 | 146,045 | (7,476) | ||||||||||||||||||||||||||||||||
| Shareholders’ equity | 528,315 | 485,654 | 42,661 | ||||||||||||||||||||||||||||||||
Total liabilities and shareholders’ equity | $6,738,796 | $7,254,549 | ($515,753) | ||||||||||||||||||||||||||||||||
Net interest income (FTE) | $39,052 | $32,496 | $6,556 | ||||||||||||||||||||||||||||||||
| Interest rate spread | 1.91 | % | 1.29 | % | 0.62 | % | |||||||||||||||||||||||||||||
| Net interest margin | 2.40 | % | 1.85 | % | 0.55 | % | |||||||||||||||||||||||||||||
-56-
Management's Discussion and Analysis
Interest income amounts presented in the preceding table include the following adjustments for taxable equivalency:
| (Dollars in thousands) | |||||||||||
| Three months ended September 30, | 2025 | 2024 | Change | ||||||||
| Commercial loans | $218 | $234 | ($16) | ||||||||
| Nontaxable debt securities | 1 | — | 1 | ||||||||
| Total | $219 | $234 | ($15) | ||||||||
| Nine months ended September 30, | 2025 | 2024 | Change | ||||||||||||||||||||||||||||||||
| (Dollars in thousands) | Average Balance | Interest | Yield/ Rate | Average Balance | Interest | Yield/ Rate | Average Balance | Interest | Yield/ Rate | ||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||||||
| Cash, federal funds sold, and short-term investments | $138,301 | $4,497 | 4.35 | % | $135,428 | $5,667 | 5.59 | % | $2,873 | ($1,170) | (1.24 | %) | |||||||||||||||||||||||
| Mortgage loans held for sale | 54,624 | 1,942 | 4.75 | 20,042 | 1,013 | 6.75 | 34,582 | 929 | (2.00) | ||||||||||||||||||||||||||
| Taxable debt securities | 1,061,852 | 27,429 | 3.45 | 1,128,507 | 20,834 | 2.47 | (66,655) | 6,595 | 0.98 | ||||||||||||||||||||||||||
| Nontaxable debt securities | 650 | 24 | 4.94 | 28 | 1 | 4.77 | 622 | 23 | 0.17 | ||||||||||||||||||||||||||
| Total debt securities | 1,062,502 | 27,453 | 3.45 | 1,128,535 | 20,835 | 2.47 | (66,033) | 6,618 | 0.98 | ||||||||||||||||||||||||||
FHLB stock | 42,504 | 2,578 | 8.11 | 58,890 | 3,459 | 7.85 | (16,386) | (881) | 0.26 | ||||||||||||||||||||||||||
| Commercial real estate | 2,167,400 | 93,873 | 5.79 | 2,150,686 | 103,445 | 6.42 | 16,714 | (9,572) | (0.63) | ||||||||||||||||||||||||||
| Commercial & industrial (1) | 547,558 | 24,044 | 5.87 | 595,564 | 29,096 | 6.53 | (48,006) | (5,052) | (0.66) | ||||||||||||||||||||||||||
| Total commercial | 2,714,958 | 117,917 | 5.81 | 2,746,250 | 132,541 | 6.45 | (31,292) | (14,624) | (0.64) | ||||||||||||||||||||||||||
| Residential real estate | 2,101,567 | 69,382 | 4.41 | 2,568,457 | 79,572 | 4.14 | (466,890) | (10,190) | 0.27 | ||||||||||||||||||||||||||
| Home equity | 299,645 | 15,499 | 6.92 | 305,364 | 15,769 | 6.90 | (5,719) | (270) | 0.02 | ||||||||||||||||||||||||||
| Other | 16,876 | 628 | 4.98 | 18,527 | 666 | 4.80 | (1,651) | (38) | 0.18 | ||||||||||||||||||||||||||
| Total consumer | 316,521 | 16,127 | 6.81 | 323,891 | 16,435 | 6.78 | (7,370) | (308) | 0.03 | ||||||||||||||||||||||||||
| Total loans | 5,133,046 | 203,426 | 5.30 | 5,638,598 | 228,548 | 5.41 | (505,552) | (25,122) | (0.11) | ||||||||||||||||||||||||||
| Total interest-earning assets | 6,430,977 | 239,896 | 4.99 | 6,981,493 | 259,522 | 4.97 | (550,516) | (19,626) | 0.02 | ||||||||||||||||||||||||||
| Noninterest-earning assets | 284,668 | 256,527 | 28,141 | ||||||||||||||||||||||||||||||||
| Total assets | $6,715,645 | $7,238,020 | ($522,375) | ||||||||||||||||||||||||||||||||
| Liabilities and Shareholders’ Equity: | |||||||||||||||||||||||||||||||||||
| Interest-bearing demand deposits (in-market) | $659,609 | $18,630 | 3.78 | % | $533,163 | $18,058 | 4.52 | % | $126,446 | $572 | (0.74 | %) | |||||||||||||||||||||||
| NOW accounts | 673,135 | 1,075 | 0.21 | 709,115 | 1,168 | 0.22 | (35,980) | (93) | (0.01) | ||||||||||||||||||||||||||
| Money market accounts | 1,196,124 | 29,426 | 3.29 | 1,116,879 | 32,571 | 3.90 | 79,245 | (3,145) | (0.61) | ||||||||||||||||||||||||||
| Savings accounts | 649,841 | 8,555 | 1.76 | 485,665 | 2,540 | 0.70 | 164,176 | 6,015 | 1.06 | ||||||||||||||||||||||||||
| Time deposits (in-market) | 1,209,618 | 33,692 | 3.72 | 1,165,370 | 35,756 | 4.10 | 44,248 | (2,064) | (0.38) | ||||||||||||||||||||||||||
| Interest-bearing in-market deposits | 4,388,327 | 91,378 | 2.78 | 4,010,192 | 90,093 | 3.00 | 378,135 | 1,285 | (0.22) | ||||||||||||||||||||||||||
| Wholesale brokered time deposits | 65,115 | 2,457 | 5.04 | 558,015 | 21,870 | 5.24 | (492,900) | (19,413) | (0.20) | ||||||||||||||||||||||||||
| Total interest-bearing deposits | 4,453,442 | 93,835 | 2.82 | 4,568,207 | 111,963 | 3.27 | (114,765) | (18,128) | (0.45) | ||||||||||||||||||||||||||
FHLB advances | 945,484 | 31,939 | 4.52 | 1,353,887 | 50,151 | 4.95 | (408,403) | (18,212) | (0.43) | ||||||||||||||||||||||||||
| Junior subordinated debentures | 22,681 | 1,040 | 6.13 | 22,681 | 1,213 | 7.14 | — | (173) | (1.01) | ||||||||||||||||||||||||||
| Total interest-bearing liabilities | 5,421,607 | 126,814 | 3.13 | 5,944,775 | 163,327 | 3.67 | (523,168) | (36,513) | (0.54) | ||||||||||||||||||||||||||
| Noninterest-bearing demand deposits | 628,448 | 663,355 | (34,907) | ||||||||||||||||||||||||||||||||
| Other liabilities | 143,843 | 157,268 | (13,425) | ||||||||||||||||||||||||||||||||
| Shareholders’ equity | 521,747 | 472,617 | 49,130 | ||||||||||||||||||||||||||||||||
| Total liabilities and shareholders’ equity | $6,715,645 | $7,238,015 | ($522,370) | ||||||||||||||||||||||||||||||||
Net interest income (FTE) | $113,082 | $96,195 | $16,887 | ||||||||||||||||||||||||||||||||
| Interest rate spread | 1.86 | % | 1.30 | % | 0.56 | % | |||||||||||||||||||||||||||||
| Net interest margin | 2.35 | % | 1.84 | % | 0.51 | % | |||||||||||||||||||||||||||||
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Management's Discussion and Analysis
Interest income amounts presented in the preceding table include the following adjustments for taxable equivalency:
| (Dollars in thousands) | |||||||||||
| Nine months ended September 30, | 2025 | 2024 | Change | ||||||||
| Commercial loans | $644 | $683 | ($39) | ||||||||
| Nontaxable debt securities | 2 | — | 2 | ||||||||
| Total | $646 | $683 | ($37) | ||||||||
Net Interest Income
Net interest income, the primary source of our operating income, totaled $38.8 million and $112.4 million, respectively, for the three and nine months ended September 30, 2025, compared to $32.3 million and $95.5 million, respectively, for the same periods in 2024.
Net interest income is affected by the level of and changes in interest rates, and changes in the amount and composition of interest-earning assets and interest-bearing liabilities. Net interest income may also include the periodic recognition of prepayment penalty fee income associated with commercial loan payoffs. Prepayment penalty fee income and its impact on NIM was insignificant for all periods presented. The analysis of net interest income, NIM, and the yield on loans is also impacted by changes in the level of net amortization of premiums and discounts on securities and loans, which is included in interest income. As noted in the Unaudited Consolidated Statements of Cash Flows, net amortization of premiums and discounts on securities and loans (a net reduction to net interest income) amounted to $783 thousand for the nine months ended September 30, 2025, compared to $878 thousand for the same period in 2024.
The improvement in net interest income, FTE net interest income and NIM discussed below largely reflected benefits from the balance sheet repositioning transactions previously announced in December 2024, which included the sale of lower-yielding debt securities and residential real estate loans, reinvestment into higher-yielding debt securities, and pay-down of higher-cost FHLB advances and wholesale brokered time deposits.
The following discussion presents net interest income on an FTE basis by adjusting income and yields on tax-exempt loans to be comparable to taxable loans.
FTE net interest income for the three and nine months ended September 30, 2025 amounted to $39.1 million and $113.1 million, respectively, up by $6.6 million and $16.9 million, respectively, from the same periods in 2024. For the three and nine months ended September 30, 2025, decreases in average interest-bearing liability balances net of decreases in average interest-earning assets increased net income by $2.3 million and $6.5 million, respectively. Decreases in funding costs outpaced decreases in asset yields, increasing net interest income by $4.3 million and $10.3 million, respectively, for the three and nine months ended September 30, 2025. NIM was 2.40% and 2.35%, respectively, for the three and nine months ended September 30, 2025, up from 1.85% and 1.84%, respectively, for the same periods in 2024.
Total average securities for the three and nine months ended September 30, 2025 decreased by $34.0 million and $66.0 million, respectively, from the average balances for the same periods a year earlier primarily due to routine pay-downs. The FTE rate of return on the securities portfolio for the three and nine months ended September 30, 2025 was 3.46% and 3.45%, respectively, up from 2.44% and 2.47%, respectively, for the same periods in 2024.
Total average loan balances for the three and nine months ended September 30, 2025 decreased by $414.2 million and $505.6 million, respectively, from the average loan balances for the comparable 2024 periods, largely reflecting a decrease in average balances of residential real estate loans. The yield on total loans for both the three and nine months ended September 30, 2025 was 5.30%, compared to 5.44% and 5.41%, respectively, for the corresponding periods in 2024.
FHLB advances and brokered time deposits are utilized as wholesale funding sources. Wholesale funding balances decreased in 2025, largely reflecting benefits from the balance sheet repositioning transactions mentioned above, as well as in-market deposit growth. Rates paid on wholesale funding have declined from the prior year reflecting lower market interest rates. The average balance of FHLB advances for the three and nine months ended September 30, 2025 decreased by $481.1 million and $408.4 million, respectively, compared to the average balances for the same periods in 2024. The average rate paid on such advances for the three and nine months ended September 30, 2025 was 4.44% and 4.52%, respectively, down from 4.95% for both of the same periods in 2024. Included in total average interest-bearing deposits were wholesale
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Management's Discussion and Analysis
brokered deposits, which decreased by $457.6 million and $492.9 million, respectively, from the same periods in 2024. The average rate paid on wholesale brokered deposits for the three and nine months ended September 30, 2025 was 4.42% and 5.04%, respectively, down from 5.27% and 5.24%, respectively, for the same periods in 2024.
Average in-market interest-bearing deposits, which excludes wholesale brokered deposits, for the three and nine months ended September 30, 2025 increased by $412.6 million and $378.1 million, respectively, from the average balances for the same periods in 2024, reflecting increases in average balances across most deposit categories. The average rate paid on in-market interest-bearing deposits for both the three and nine months ended September 30, 2025 was 2.78%, down from 3.06% and 3.00%, respectively, for the same periods in 2024, largely reflecting lower market interest rates. The average balance of noninterest-bearing demand deposits for the three and nine months ended September 30, 2025 decreased by $24.8 million and $34.9 million, respectively, from the average balances for the same periods in 2024.
Volume / Rate Analysis - Interest Income and Expense (FTE Basis)
The following table presents certain information on an FTE basis regarding changes in our interest income and interest expense for the period indicated. The net change attributable to both volume and rate has been allocated proportionately.
| (Dollars in thousands) | Three Months Ended September 30, 2025 vs. 2024 | Nine Months Ended September 30, 2025 vs. 2024 | |||||||||||||||||||||
| Change Due to | Change Due to | ||||||||||||||||||||||
| Volume | Rate | Net Change | Volume | Rate | Net Change | ||||||||||||||||||
| Interest on Interest-Earning Assets: | |||||||||||||||||||||||
| Cash, federal funds sold, and other short-term investments | ($1,093) | ($606) | ($1,699) | $118 | ($1,288) | ($1,170) | |||||||||||||||||
| Mortgage loans held for sale | 171 | 5 | 176 | 1,306 | (377) | 929 | |||||||||||||||||
| Taxable debt securities | (218) | 2,796 | 2,578 | (1,288) | 7,883 | 6,595 | |||||||||||||||||
| Nontaxable debt securities | 7 | — | 7 | 23 | — | 23 | |||||||||||||||||
| Total securities | (211) | 2,796 | 2,585 | (1,265) | 7,883 | 6,618 | |||||||||||||||||
FHLB stock | (368) | (130) | (498) | (989) | 108 | (881) | |||||||||||||||||
| Commercial real estate | 916 | (3,141) | (2,225) | 793 | (10,365) | (9,572) | |||||||||||||||||
| Commercial & industrial | (313) | (852) | (1,165) | (2,231) | (2,821) | (5,052) | |||||||||||||||||
Total commercial | 603 | (3,993) | (3,390) | (1,438) | (13,186) | (14,624) | |||||||||||||||||
| Residential real estate | (4,957) | 1,421 | (3,536) | (15,086) | 4,896 | (10,190) | |||||||||||||||||
| Home equity | 77 | (361) | (284) | (301) | 31 | (270) | |||||||||||||||||
| Other | (22) | 12 | (10) | (61) | 23 | (38) | |||||||||||||||||
| Total consumer | 55 | (349) | (294) | (362) | 54 | (308) | |||||||||||||||||
| Total loans | (4,299) | (2,921) | (7,220) | (16,886) | (8,236) | (25,122) | |||||||||||||||||
| Total interest income | (5,800) | (856) | (6,656) | (17,716) | (1,910) | (19,626) | |||||||||||||||||
| Interest on Interest-Bearing Liabilities: | |||||||||||||||||||||||
| Interest-bearing demand deposits (in-market) | 1,328 | (1,113) | 215 | 3,842 | (3,270) | 572 | |||||||||||||||||
| NOW accounts | (16) | 1 | (15) | (49) | (44) | (93) | |||||||||||||||||
| Money market accounts | 502 | (2,103) | (1,601) | 2,210 | (5,355) | (3,145) | |||||||||||||||||
| Savings accounts | 654 | 1,986 | 2,640 | 1,099 | 4,916 | 6,015 | |||||||||||||||||
| Time deposits (in-market) | 209 | (1,363) | (1,154) | 1,336 | (3,400) | (2,064) | |||||||||||||||||
| Interest-bearing in-market deposits | 2,677 | (2,592) | 85 | 8,438 | (7,153) | 1,285 | |||||||||||||||||
| Wholesale brokered time deposits | (5,232) | (833) | (6,065) | (18,591) | (822) | (19,413) | |||||||||||||||||
| Total interest-bearing deposits | (2,555) | (3,425) | (5,980) | (10,153) | (7,975) | (18,128) | |||||||||||||||||
FHLB advances | (5,529) | (1,646) | (7,175) | (14,110) | (4,102) | (18,212) | |||||||||||||||||
| Junior subordinated debentures | — | (57) | (57) | — | (173) | (173) | |||||||||||||||||
| Total interest expense | (8,084) | (5,128) | (13,212) | (24,263) | (12,250) | (36,513) | |||||||||||||||||
Net interest income (FTE) | $2,284 | $4,272 | $6,556 | $6,547 | $10,340 | $16,887 | |||||||||||||||||
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Management's Discussion and Analysis
Provision for Credit Losses
The provision for credit losses results from management’s review of the adequacy of the ACL. The ACL is management’s estimate, at the reporting date, of expected lifetime credit losses and includes consideration of current forecasted economic conditions. Estimating an appropriate level of ACL necessarily involves a high degree of judgment.
The following table presents the provision for credit losses:
| (Dollars in thousands) | Three Months | Nine Months | |||||||||||||||||||||||||||||||||||||||||||||
| Change | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| Periods ended September 30, | 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Provision for credit losses on loans | $6,950 | $300 | $6,650 | 2,217 | % | $9,000 | $1,700 | $7,300 | 429 | % | |||||||||||||||||||||||||||||||||||||
| Provision for credit losses on unfunded commitments | (150) | (100) | ($50) | (50) | (400) | (300) | ($100) | (33) | |||||||||||||||||||||||||||||||||||||||
| Provision for credit losses | $6,800 | $200 | $6,600 | 3300 | % | $8,600 | $1,400 | $7,200 | 514 | % | |||||||||||||||||||||||||||||||||||||
The increase in the provision for credit losses for the three and nine months ended September 30, 2025, as compared to the same periods in 2024, was primarily due to charge-offs of $11.3 million on two commercial loan relationships in the third quarter of 2025.
Net charge-offs totaled $11.4 million and $14.4 million, respectively, for the three and nine months ended September 30, 2025. This compared to $48 thousand and $127 thousand, respectively, for the same periods in 2024.
See additional discussion regarding these two commercial loan relationships and other credit quality details under the caption “Asset Quality” below.
Noninterest Income
Noninterest income is an important source of revenue for Washington Trust. The principal categories of noninterest income are shown in the following table:
| (Dollars in thousands) | Three Months | Nine Months | |||||||||||||||||||||||||||||||||||||||||||||
| Change | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| Periods ended September 30, | 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Noninterest income: | |||||||||||||||||||||||||||||||||||||||||||||||
| Wealth management revenues | $10,373 | $9,989 | $384 | 4 | % | $30,384 | $29,005 | $1,379 | 5 | % | |||||||||||||||||||||||||||||||||||||
Mortgage banking revenues | 3,501 | 2,866 | 635 | 22 | 8,839 | 8,133 | 706 | 9 | |||||||||||||||||||||||||||||||||||||||
| Card interchange fees | 1,163 | 1,321 | (158) | (12) | 3,919 | 3,741 | 178 | 5 | |||||||||||||||||||||||||||||||||||||||
| Service charges on deposit accounts | 841 | 784 | 57 | 7 | 2,393 | 2,238 | 155 | 7 | |||||||||||||||||||||||||||||||||||||||
Loan related derivative income | 271 | 126 | 145 | 115 | 1,048 | 459 | 589 | 128 | |||||||||||||||||||||||||||||||||||||||
| Income from bank-owned life insurance | 868 | 770 | 98 | 13 | 2,463 | 2,262 | 201 | 9 | |||||||||||||||||||||||||||||||||||||||
| Gain on sale of bank-owned properties, net | — | — | — | — | 6,994 | 988 | 6,006 | 608 | |||||||||||||||||||||||||||||||||||||||
| Other income | 619 | 416 | 203 | 49 | 1,317 | 3,269 | (1,952) | (60) | |||||||||||||||||||||||||||||||||||||||
Total noninterest income | $17,636 | $16,272 | $1,364 | 8 | % | $57,357 | $50,095 | $7,262 | 14 | % | |||||||||||||||||||||||||||||||||||||
Adjusted noninterest income (non-GAAP) | $17,636 | $16,272 | $1,364 | 8 | % | $50,363 | $47,007 | $3,356 | 7 | % | |||||||||||||||||||||||||||||||||||||
Noninterest Income Analysis
Total noninterest income amounted to $17.6 million and $57.4 million, respectively, for the three and nine months ended September 30, 2025, compared $16.3 million and $50.1 million, respectively, for the same periods in 2024. Total noninterest income was impacted by infrequent transactions, as described under the caption “Summary” above. Excluding the impact of these transactions, adjusted noninterest income (non-GAAP) was $17.6 million and $50.4 million, respectively, for the three and nine months ended September 30, 2025, up by $1.4 million and $3.4 million, respectively, from the same periods in 2024.
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Management's Discussion and Analysis
Wealth management services represent our largest source of noninterest income. A substantial portion of wealth management revenues is dependent on the value of wealth management AUA and is closely tied to the performance of the financial markets. This portion of wealth management revenues is referred to as “asset-based” and includes trust and investment management fees. Wealth management revenues also include “transaction-based” revenues that are not primarily derived from the value of assets.
The categories of wealth management revenues are shown in the following table:
| (Dollars in thousands) | Three Months | Nine Months | |||||||||||||||||||||||||||||||||||||||||||||
| Change | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| Periods ended September 30, | 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Wealth management revenues: | |||||||||||||||||||||||||||||||||||||||||||||||
| Asset-based revenues | $10,307 | $9,770 | $537 | 5 | % | $29,821 | $28,098 | $1,723 | 6 | % | |||||||||||||||||||||||||||||||||||||
| Transaction-based revenues | 66 | 219 | (153) | (70) | 563 | 907 | (344) | (38) | |||||||||||||||||||||||||||||||||||||||
| Total wealth management revenues | $10,373 | $9,989 | $384 | 4 | % | $30,384 | $29,005 | $1,379 | 5 | % | |||||||||||||||||||||||||||||||||||||
The following table presents wealth management AUA balances:
| (Dollars in thousands) | Change | ||||||||||||||||||||||||||||
| September 30, 2025 | December 31, 2024 | $ | % | ||||||||||||||||||||||||||
| Assets under administration at the end of period | $7,682,440 | $7,077,802 | $604,638 | 9 | % | ||||||||||||||||||||||||
In the third quarter of 2025, the Bank's registered investment adviser subsidiary purchased client advisory contracts from Lighthouse in an asset acquisition. The transaction closed on July 31, 2025, resulting in the acquisition of AUA totaling $195 million. See Note 7 to the Unaudited Consolidated Financial Statements for additional disclosure.
Wealth management revenues for the three and nine months ended September 30, 2025 increased by $384 thousand and $1.4 million, respectively, from the same periods in 2024, largely reflecting an increase in asset-based revenues. The increase in asset-based revenues primarily reflected net investment appreciation of AUA.
Mortgage banking revenues are dependent on mortgage origination volume and are sensitive to interest rates and the condition of housing markets. The composition of mortgage banking revenues and the volume of loans sold to the secondary market are shown in the following table:
| (Dollars in thousands) | Three Months | Nine Months | |||||||||||||||||||||||||||||||||
| Change | Change | ||||||||||||||||||||||||||||||||||
| Periods ended September 30, | 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | |||||||||||||||||||||||||||
| Mortgage banking revenues: | |||||||||||||||||||||||||||||||||||
Realized gains on loan sales, net (1) | $2,450 | $2,492 | ($42) | (2 | %) | $6,485 | $6,283 | $202 | 3 | % | |||||||||||||||||||||||||
Changes in fair value, net (2) | 530 | (28) | 558 | 1,993 | 682 | 316 | 366 | 116 | |||||||||||||||||||||||||||
Loan servicing fee income, net (3) | 521 | 402 | 119 | 30 | 1,672 | 1,534 | 138 | 9 | |||||||||||||||||||||||||||
| Total mortgage banking revenues | $3,501 | $2,866 | $635 | 22 | % | $8,839 | $8,133 | $706 | 9 | % | |||||||||||||||||||||||||
Loans sold to the secondary market (4) | $126,487 | $120,338 | $6,149 | 5 | % | $318,761 | $303,034 | $15,727 | 5 | % | |||||||||||||||||||||||||
(1)Includes gains on loan sales, commission income on loans originated for others, servicing right gains, and gains (losses) on forward loan commitments.
(2)Represents fair value changes on mortgage loans held for sale and forward loan commitments.
(3)Represents loan servicing fee income, net of servicing right amortization and valuation adjustments.
(4)Includes brokered loans (loans originated for others).
For the three and nine months ended September 30, 2025, mortgage banking revenues were up by $635 thousand and $706 thousand, respectively, compared to the same periods in 2024. Mortgage banking revenues are impacted by changes in
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Management's Discussion and Analysis
the fair value on mortgage loans held for sale and forward loan commitments, which are primarily based on current market prices in the secondary market and correlate to changes in the size of the mortgage pipeline.
Loan related derivative income from interest rate swap transactions with commercial borrowers for the three and nine months ended September 30, 2025, increased by $145 thousand and $589 thousand, respectively, from the same periods in 2024.
Noninterest Expense
The following table presents noninterest expense comparisons:
| (Dollars in thousands) | Three Months | Nine Months | |||||||||||||||||||||||||||||||||||||||||||||
| Change | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| Periods ended September 30, | 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Noninterest expense: | |||||||||||||||||||||||||||||||||||||||||||||||
| Salaries and employee benefits | $22,674 | $21,350 | $1,324 | 6 | % | $68,121 | $64,385 | $3,736 | 6 | % | |||||||||||||||||||||||||||||||||||||
| Outsourced services | 4,120 | 4,185 | (65) | (2) | 12,870 | 12,061 | 809 | 7 | |||||||||||||||||||||||||||||||||||||||
| Net occupancy | 2,691 | 2,399 | 292 | 12 | 8,094 | 7,357 | 737 | 10 | |||||||||||||||||||||||||||||||||||||||
| Equipment | 917 | 924 | (7) | (1) | 2,738 | 2,902 | (164) | (6) | |||||||||||||||||||||||||||||||||||||||
| Legal, audit, and professional fees | 719 | 836 | (117) | (14) | 2,195 | 2,283 | (88) | (4) | |||||||||||||||||||||||||||||||||||||||
FDIC deposit insurance costs | 1,055 | 1,402 | (347) | (25) | 3,552 | 4,247 | (695) | (16) | |||||||||||||||||||||||||||||||||||||||
| Advertising and promotion | 763 | 857 | (94) | (11) | 1,890 | 2,066 | (176) | (9) | |||||||||||||||||||||||||||||||||||||||
| Amortization of intangibles | 200 | 206 | (6) | (3) | 607 | 622 | (15) | (2) | |||||||||||||||||||||||||||||||||||||||
| Pension plan settlement charge | — | — | — | — | 6,436 | — | 6,436 | 100 | |||||||||||||||||||||||||||||||||||||||
| Other | 2,587 | 2,345 | 242 | 10 | 7,949 | 6,854 | 1,095 | 16 | |||||||||||||||||||||||||||||||||||||||
| Total noninterest expense | $35,726 | $34,504 | $1,222 | 4 | % | $114,452 | $102,777 | $11,675 | 11 | % | |||||||||||||||||||||||||||||||||||||
Adjusted noninterest expense (non-GAAP) | $35,726 | $34,504 | $1,222 | 4 | % | $108,016 | $102,777 | $5,239 | 5 | % | |||||||||||||||||||||||||||||||||||||
Noninterest Expense Analysis
Total noninterest expense amounted to $35.7 million and $114.5 million, respectively, for the three and nine months ended September 30, 2025, compared to $34.5 million and $102.8 million, respectively, for the same periods in 2024. Total noninterest expense was impacted by the termination of the Corporation’s qualified pension plan, as described under the caption “Summary” above. Excluding the impact of this infrequent transaction, adjusted noninterest expense (non-GAAP) was $35.7 million and $108.0 million, respectively, for the three and nine months ended September 30, 2025, up by $1.2 million and $5.2 million, respectively, from the same periods in 2024.
Salaries and employee benefits expense, the largest component of total noninterest expense, for the three and nine months ended September 30, 2025 increased by $1.3 million and $3.7 million, respectively, compared to the same periods in 2024. These increases largely reflected lower levels of performance-based compensation recognized in 2024.
Outsourced services expense for the three and nine months ended September 30, 2025 was down modestly by $65 thousand and up by $809 thousand, respectively, compared to the same periods in the prior year, reflecting changes in third-party provided software costs, including volume-related changes.
Net occupancy expense for the three and nine months ended September 30, 2025 increased by $292 thousand and $737 thousand, respectively, compared to the same periods in 2024, largely reflecting additional lease expense associated with the sales-leaseback transactions that were completed in the first quarter of 2025.
FDIC insurance costs for the three and nine months ended September 30, 2025 decreased by $347 thousand and $695 thousand, respectively, compared to the same periods in 2024, reflecting the impact of decreases in average assets from a year ago and a lower FDIC deposit assessment rate.
Other noninterest expense for three and nine months ended September 30, 2025 increased by $242 thousand and $1.1 million, respectively, compared to the same periods in the prior year. The year-to-date increase included system conversion costs associated with changes in technology, as well as increases across a variety of noninterest expense categories.
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Management's Discussion and Analysis
Income Taxes
The following table presents the Corporation’s income tax provision and applicable tax rates for the periods indicated:
| (Dollars in thousands) | |||||||||||||||||
| Three Months | Nine Months | ||||||||||||||||
| Periods ended September 30, | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Income tax expense | $3,097 | $2,849 | $10,475 | $8,698 | |||||||||||||
Adjusted income tax expense (non-GAAP) | 3,097 | 2,849 | 10,334 | 7,918 | |||||||||||||
| Effective income tax rate | 22.2 | % | 20.6 | % | 22.4 | % | 21.0 | % | |||||||||
Adjusted effective income tax rate (non-GAAP) | 22.2 | % | 20.6 | % | 22.4 | % | 20.7 | % | |||||||||
| Blended statutory rate | 25.3 | % | 25.5 | % | 25.3 | % | 25.5 | % | |||||||||
The effective income tax rates differed from the federal rate of 21%, primarily due to state income tax, partially offset by benefits from tax-exempt income, income from BOLI, and federal tax credits. The blended statutory rates include the federal income tax rate of 21% and a blended state income tax rate net of a federal tax benefit.
The increase in the effective income tax rate on both a GAAP and non-GAAP basis largely reflected an increase in state tax expense.
The Corporation’s net deferred tax assets are reported in other assets and amounted to $36.9 million at September 30, 2025, down from $63.0 million at December 31, 2024. This decrease included the realization of a deferred tax asset associated with loans that were reclassified to held for sale and written down to fair value in December 2024 and then sold in January 2025. Management believes deferred tax assets, net of the valuation allowance, are more-likely-than-not to be realized.
Segment Reporting
The Corporation manages its operations through two reportable business segments, consisting of Banking and Wealth Management Services. See Note 15 to the Unaudited Consolidated Financial Statements for additional disclosure related to business segments.
Banking
The following table presents a summarized statement of operations for the Banking business segment:
| (Dollars in thousands) | Three Months | Nine Months | |||||||||||||||||||||||||||||||||
| Change | Change | ||||||||||||||||||||||||||||||||||
| Periods ended September 30, | 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | |||||||||||||||||||||||||||
| Net interest income | $38,833 | $32,262 | $6,571 | 20 | % | $112,440 | $95,512 | $16,928 | 18 | % | |||||||||||||||||||||||||
| Provision for credit losses | 6,800 | 200 | 6,600 | 3,300 | 8,600 | 1,400 | 7,200 | 514 | |||||||||||||||||||||||||||
Net interest income after provision for credit losses | 32,033 | 32,062 | (29) | — | 103,840 | 94,112 | 9,728 | 10 | |||||||||||||||||||||||||||
| Noninterest income | 7,115 | 6,177 | 938 | 15 | 26,470 | 18,400 | 8,070 | 44 | |||||||||||||||||||||||||||
| Noninterest expense | 28,684 | 27,401 | 1,283 | 5 | 89,742 | 81,353 | 8,389 | 10 | |||||||||||||||||||||||||||
| Income before income taxes | 10,464 | 10,838 | (374) | (3) | 40,568 | 31,159 | 9,409 | 30 | |||||||||||||||||||||||||||
| Income tax expense | 2,254 | 2,193 | 61 | 3 | 8,884 | 6,441 | 2,443 | 38 | |||||||||||||||||||||||||||
| Net income | $8,210 | $8,645 | ($435) | (5 | %) | $31,684 | $24,718 | $6,966 | 28 | % | |||||||||||||||||||||||||
Net interest income for the Banking segment for the three and nine months ended September 30, 2025 increased by $6.6 million and $16.9 million, respectively, from the same periods in 2024. This improvement reflected benefits from the balance sheet repositioning transactions previously announced in December 2024. See additional discussion under the caption “Net Interest Income” above.
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Management's Discussion and Analysis
The provision for credit losses for the three and nine months ended September 30, 2025 increased by $6.6 million and $7.2 million, respectively, from the same periods in 2024. See additional discussion under the caption “Provision for Credit Losses” above.
Noninterest income derived from the Banking segment for the three and nine months ended September 30, 2025 was up by $938 thousand and $8.1 million, respectively, from the comparable periods in 2024. Year-to-date comparisons were impacted by the first quarter 2025 net gain recognized on sales-leaseback transactions and the second quarter 2024 net gain on sale of a bank-owned operations facility. Excluding these items, Banking noninterest income for the three and nine months ended September 30, 2025 increased by $938 thousand and $2.1 million, respectively, largely reflecting increases in mortgage banking revenues and loan related derivative income. See additional disclosure under the caption “Noninterest Income” above.
Banking noninterest expenses for the three and nine months ended September 30, 2025 totaled $28.7 million and $89.7 million, respectively. Included in the nine months ended September 30, 2025 was $4.9 million of the total pension plan settlement charge that was recognized and allocated to the Banking segment in the first quarter. Excluding this item, noninterest expenses for the Banking segment for the three and nine months ended September 30, 2025 increased by $1.3 million and $3.5 million, respectively, from the same periods in 2024, reflecting increases in salaries and employee benefits expense, net occupancy, outsourced services, and system conversion costs, partially offset by a decrease in FDIC insurance costs. See additional discussion under the caption “Noninterest Expense” above.
Wealth Management Services
The following table presents a summarized statement of operations for the Wealth Management Services business segment:
| (Dollars in thousands) | Three Months | Nine Months | |||||||||||||||||||||||||||||||||
| Change | Change | ||||||||||||||||||||||||||||||||||
| Periods ended September 30, | 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | |||||||||||||||||||||||||||
| Net interest income | $— | $— | $— | — | % | $— | $— | $— | — | % | |||||||||||||||||||||||||
| Noninterest income | 10,521 | 10,095 | 426 | 4 | 30,887 | 31,695 | (808) | (3) | |||||||||||||||||||||||||||
| Noninterest expense | 7,042 | 7,103 | (61) | (1) | 24,710 | 21,424 | 3,286 | 15 | |||||||||||||||||||||||||||
| Income before income taxes | 3,479 | 2,992 | 487 | 16 | 6,177 | 10,271 | (4,094) | (40) | |||||||||||||||||||||||||||
| Income tax expense | 843 | 656 | 187 | 29 | 1,591 | 2,257 | (666) | (30) | |||||||||||||||||||||||||||
| Net income | $2,636 | $2,336 | $300 | 13 | % | $4,586 | $8,014 | ($3,428) | (43 | %) | |||||||||||||||||||||||||
For the three and nine months ended September 30, 2025, noninterest income derived from the Wealth Management Services segment increased by $426 thousand and decreased by $808 thousand, respectively, from the same periods in 2024. The year-to-date comparison was impacted by the first quarter 2024 litigation settlement. Excluding this item, Wealth Management noninterest income for the three and nine months ended September 30, 2025 increased by $426 thousand and $1.3 million, respectively, from the same periods in 2024, largely reflecting an increase in asset-based revenues. See further discussion under the caption “Noninterest Income” above.
Wealth Management Services segment noninterest expenses for the three and nine months ended September 30, 2025 totaled $7.0 million and $24.7 million, respectively. Included in the nine months ended September 30, 2025 was $1.5 million of the total pension plan settlement charge, which was recognized and allocated to the Wealth Management Services segment in the first quarter. Excluding this item, noninterest expenses for the Wealth Management Services segment for the three and nine months ended September 30, 2025 decreased modestly by $61 thousand and increased by $1.8 million, respectively, from the same periods in 2024. The year-to-date change largely reflected increases in salaries and employee benefits expense. See additional discussion under the caption “Noninterest Expense” above.
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Management's Discussion and Analysis
Financial Condition
Summary
The following table presents selected financial condition data:
| (Dollars in thousands) | Change | |||||||||||||||||||
| September 30, 2025 | December 31, 2024 | $ | % | |||||||||||||||||
| Cash and due from banks | $179,490 | $109,902 | $69,588 | 63 | % | |||||||||||||||
| Mortgage loans held for sale, lower of cost or market | — | 281,706 | (281,706) | (100 | %) | |||||||||||||||
| Available for sale debt securities | 962,466 | 916,305 | 46,161 | 5 | ||||||||||||||||
| Total loans | 5,122,582 | 5,137,838 | (15,256) | — | ||||||||||||||||
| Allowance for credit losses on loans | 36,576 | 41,960 | (5,384) | (13) | ||||||||||||||||
| Total assets | 6,717,921 | 6,930,647 | (212,726) | (3) | ||||||||||||||||
| Total deposits | 5,222,836 | 5,115,800 | 107,036 | 2 | ||||||||||||||||
FHLB advances | 791,000 | 1,125,000 | (334,000) | (30) | ||||||||||||||||
| Total shareholders’ equity | 533,021 | 499,728 | 33,293 | 7 | ||||||||||||||||
Mortgage loans held for sale at lower of cost or market decreased from the end of 2024. As part of the previously announced balance sheet repositioning transactions, residential mortgage loans that were held in portfolio were reclassified to held for sale at December 31, 2024. On January 24, 2025, the sale was completed and the cash proceeds received, along with in-market deposit growth, were used to pay down FHLB advances and wholesale brokered time deposits in the first quarter of 2025.
Securities
Investment security activity is monitored by the Investment Committee, the members of which also sit on the ALCO. Asset and liability management objectives are the primary influence on the Corporation’s investment activities. However, the Corporation also recognizes that there are certain specific risks inherent in investment activities. The securities portfolio is managed in accordance with regulatory guidelines and established internal corporate investment policies that provide limitations on specific risk factors such as market risk, credit risk and concentration, liquidity risk, and operational risk to help monitor risks associated with investing in securities. Reports on the activities conducted by the Investment Committee and the ALCO are presented to the Board of Directors on a regular basis.
The Corporation’s securities portfolio is managed to generate interest income, to implement interest rate risk management strategies, and to provide a readily available source of liquidity for balance sheet management. Securities are designated as either available for sale, held to maturity or trading at the time of purchase. The Corporation does not maintain a portfolio of trading securities and does not have securities designated as held to maturity. Securities available for sale may be sold in response to changes in market conditions, prepayment risk, rate fluctuations, liquidity, or capital requirements. Debt securities available for sale are reported at fair value, with any unrealized gains and losses excluded from earnings and reported as a separate component of shareholders’ equity, net of tax, until realized.
Determination of Fair Value
The Corporation uses an independent pricing service to obtain quoted prices. The prices provided by the independent pricing service are generally based on observable market data in active markets. The determination of whether markets are active or inactive is based upon the level of trading activity for a particular security class. Management reviews the independent pricing service’s documentation to gain an understanding of the appropriateness of the pricing methodologies. Management also reviews the prices provided by the independent pricing service for reasonableness based upon current trading levels for similar securities. If the prices appear unusual, they are re-examined and the value is either confirmed or revised. In addition, management periodically performs independent price tests of securities to ensure proper valuation and to verify our understanding of how securities are priced. As of September 30, 2025 and December 31, 2024, management did not make any adjustments to the prices provided by the pricing service.
Our fair value measurements generally utilize Level 2 inputs, representing quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, and model-derived valuations in which all significant input assumptions are observable in active markets.
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Management's Discussion and Analysis
See Notes 3 and 9 to the Unaudited Consolidated Financial Statements for additional information regarding the determination of fair value of investment securities.
Securities Portfolio
The carrying amounts of securities held are as follows:
| (Dollars in thousands) | September 30, 2025 | December 31, 2024 | |||||||||||||||||||||
| Amount | % of Total | Amount | % of Total | ||||||||||||||||||||
| Available for Sale Debt Securities: | |||||||||||||||||||||||
| Obligations of U.S. government agencies and government-sponsored enterprises | $40,104 | 4 | % | $38,612 | 4 | % | |||||||||||||||||
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises | 902,923 | 94 | 855,147 | 94 | |||||||||||||||||||
| Obligations of states and political subdivisions | 654 | — | 655 | — | |||||||||||||||||||
| Individual name issuer trust preferred debt securities | 6,090 | 1 | 9,221 | 1 | |||||||||||||||||||
| Corporate bonds | 12,695 | 1 | 12,670 | 1 | |||||||||||||||||||
| Total available for sale debt securities | $962,466 | 100 | % | $916,305 | 100 | % | |||||||||||||||||
The securities portfolio represented 14% of total assets at September 30, 2025, compared to 13% of total assets at December 31, 2024. The largest component of the securities portfolio is mortgage-backed securities, all of which are issued by U.S. government agencies or U.S. government-sponsored enterprises.
The securities portfolio increased by $46.2 million, or 5%, from the end of 2024. This included purchases of U.S. government agency mortgage-backed securities, totaling $75.6 million, with a weighted average yield of 5.47%, and an increase of $32.6 million (pre-tax) in the fair value of available for sale securities. These increases were partially offset by $61.3 million of routine pay-downs on mortgage-backed securities and calls of trust preferred debt securities.
The carrying amounts of available for sale debt securities as of September 30, 2025 and December 31, 2024 included net unrealized losses of $100.7 million and $133.3 million, respectively. The net unrealized losses were primarily concentrated in obligations of U.S. government agencies and U.S. government-sponsored enterprises, including mortgage-backed securities, and primarily attributable to relative changes in market interest rates since the time of purchase. See Note 3 to the Unaudited Consolidated Financial Statements for additional information.
Loans
We primarily serve individuals and businesses located in southern New England, and a substantial portion of our loans are secured by properties in southern New England. Total loans amounted to $5.1 billion at September 30, 2025, down by $15.3 million, or 0.3%, from the end of 2024.
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Management's Discussion and Analysis
The following table sets forth the composition of the Corporation’s loan portfolio:
| (Dollars in thousands) | September 30, 2025 | December 31, 2024 | |||||||||||||||||||||
| Amount | % of Total | Amount | % of Total | ||||||||||||||||||||
| Commercial: | |||||||||||||||||||||||
| Commercial real estate | $2,156,750 | 42 | % | $2,154,504 | 42 | % | |||||||||||||||||
| Commercial & industrial | 568,317 | 11 | 542,474 | 10 | |||||||||||||||||||
| Total commercial | 2,725,067 | 53 | 2,696,978 | 52 | |||||||||||||||||||
| Residential Real Estate: | |||||||||||||||||||||||
Residential real estate (1) | 2,073,740 | 40 | 2,126,171 | 41 | |||||||||||||||||||
| Consumer: | |||||||||||||||||||||||
| Home equity | 307,371 | 6 | 297,119 | 6 | |||||||||||||||||||
| Other | 16,404 | 1 | 17,570 | 1 | |||||||||||||||||||
| Total consumer | 323,775 | 7 | 314,689 | 7 | |||||||||||||||||||
| Total loans | $5,122,582 | 100 | % | $5,137,838 | 100 | % | |||||||||||||||||
(1)Includes negative basis adjustments associated with fair value hedges of $255 thousand and $1.5 million, respectively, at September 30, 2025 and December 31, 2024. See Note 8 to the Unaudited Consolidated Financial Statements for additional disclosure.
Commercial Loans
The commercial loan portfolio represented 53% of total loans at September 30, 2025, compared to 52% at December 31, 2024.
In making commercial loans, we may occasionally solicit the participation of other banks. The Bank also participates in commercial loans originated by other banks. In such cases, these loans are individually underwritten by us using standards similar to those employed for our self-originated loans. Our participation in commercial loans originated by other banks amounted to $659.4 million and $685.7 million, respectively, at September 30, 2025 and December 31, 2024. Our participation in commercial loans originated by other banks also includes shared national credits. Shared national credits are defined as participation in loans or loan commitments of at least $100.0 million that are shared by three or more banks.
Commercial loans fall into two main categories, CRE and C&I loans. CRE loans consist of commercial mortgages secured by non-owner occupied real property where the primary source of repayment is derived from rental income associated with the property or the proceeds of the sale, refinancing or permanent financing of the property. CRE loans also include construction loans made to businesses for land development or the on-site construction of industrial, commercial, or residential buildings. C&I loans primarily provide working capital, equipment financing, and financing for other business-related purposes. C&I loans are frequently collateralized by equipment, inventory, accounts receivable, and/or general business assets. A portion of the Bank’s C&I loans is also collateralized by owner occupied real estate. C&I loans also include tax-exempt loans made to states and political subdivisions, as well as industrial development or revenue bonds issued through quasi-public corporations for the benefit of a private or non-profit entity where that entity rather than the governmental entity is obligated to pay the debt service.
From time to time, commercial loans may be reclassified between CRE and C&I categories, reflecting underlying changes in loans to/from owner occupied from/to non-owner occupied. Additionally, certain construction loans may be reclassified to C&I when the construction phase is complete and the loan transitions to permanent financing.
Commercial Real Estate Loans
CRE loans totaled $2.2 billion at September 30, 2025, up by $2.2 million, or 0.1%, from the balance at December 31, 2024. In the first nine months of 2025, CRE advances and originations amounted to $235.7 million and were largely offset by payments.
The outstanding balance of construction and development loans included in the CRE loan portfolio amounted to $92.8 million and $102.2 million, respectively, as of September 30, 2025 and December 31, 2024.
Shared national credit balances outstanding included in the CRE loan portfolio at September 30, 2025 totaled $89.5 million, of which $63.7 million was included in the pass-rated category of commercial loan credit quality and $25.8 million was
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Management's Discussion and Analysis
included in the classified category. At December 31, 2024, shared national credit balances outstanding included in the CRE loan portfolio totaled $84.7 million, of which $63.7 million was included in the pass-rated category of commercial loan credit quality and $21.0 million was included in the classified category. All of these loans were current with respect to contractual payment terms at both dates.
The following table presents a geographic summary of CRE loans by property location:
| (Dollars in thousands) | September 30, 2025 | December 31, 2024 | |||||||||||||||
| Outstanding Balance | % of Total | Outstanding Balance | % of Total | ||||||||||||||
| Connecticut | $833,352 | 39 | % | $839,079 | 39 | % | |||||||||||
| Massachusetts | 671,406 | 31 | 663,026 | 31 | |||||||||||||
| Rhode Island | 381,363 | 17 | 434,244 | 20 | |||||||||||||
| Subtotal | 1,886,121 | 87 | 1,936,349 | 90 | |||||||||||||
| All other states | 270,629 | 13 | 218,155 | 10 | |||||||||||||
| Total | $2,156,750 | 100 | % | $2,154,504 | 100 | % | |||||||||||
Management considers the CRE portfolio to be well-diversified with loans across several property types. Other than the multi-family segment that is discussed further below, there were no other property types within the CRE portfolio that exceeded 10% of total loans. The following table presents a summary of CRE loans by property type segmentation:
| (Dollars in thousands) | September 30, 2025 | December 31, 2024 | |||||||||||||||||||||
Outstanding Balance (1) | % of CRE Total | Outstanding Balance (1) | % of CRE Total | ||||||||||||||||||||
CRE Portfolio Segmentation: | |||||||||||||||||||||||
| Multi-family | $635,773 | 29 | % | $567,243 | 26 | % | |||||||||||||||||
| Retail | 432,695 | 20 | 433,146 | 20 | |||||||||||||||||||
| Industrial and warehouse | 381,435 | 18 | 358,425 | 17 | |||||||||||||||||||
| Office | 242,165 | 11 | 289,853 | 13 | |||||||||||||||||||
| Hospitality | 228,047 | 11 | 213,585 | 10 | |||||||||||||||||||
| Healthcare facility | 160,410 | 7 | 205,858 | 10 | |||||||||||||||||||
| Mixed-use | 26,309 | 1 | 29,023 | 1 | |||||||||||||||||||
| Other | 49,916 | 3 | 57,371 | 3 | |||||||||||||||||||
Total CRE loans | $2,156,750 | 100 | % | $2,154,504 | 100 | % | |||||||||||||||||
Average CRE loan size (2) | $5,112 | $5,255 | |||||||||||||||||||||
Largest individual CRE loan outstanding | $65,503 | $65,482 | |||||||||||||||||||||
(1)Does not include unfunded commitments of $97.8 million and $168.3 million, respectively, as of September 30, 2025 and December 31, 2024.
(2)Total commitment (outstanding loan balance plus unfunded commitments) divided by number of loans.
Multi-family, our largest single CRE segment, totaled $635.8 million as of September 30, 2025, representing 12% of total loans and 29% of the total CRE portfolio. This segment includes non-owner occupied residential properties consisting of four or more units that are rented to tenants. At September 30, 2025, the credit quality of the multi-family segment was 100% pass-rated. Also, there were no nonaccrual loans and all loans were current with respect to payment terms at September 30, 2025 in this segment.
There continues to be heightened focus in the banking industry on the CRE office sector, given the continuation of remote work and elevated vacancies across the office market. As of September 30, 2025, Washington Trust’s CRE office loan segment totaled $242.2 million, or 5% of total loans and 11% of the total CRE loans. The loans are secured by non-owner occupied office properties, including medical office and lab space, located in our primary lending market area of southern New England - Massachusetts, Connecticut, and Rhode Island. Furthermore, approximately 66% of the CRE office segment balance of $242.2 million is secured by properties located in suburban areas. As of September 30, 2025, 100% of the CRE
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Management's Discussion and Analysis
office segment was current with respect to payment terms, and 100% of the CRE office segment was on accruing status. Additionally, the credit quality of the CRE office loan segment was 74% pass-rated, 13% special mention-rated, and 13% classified as of September 30, 2025.
Commercial and Industrial Loans
C&I loans amounted to $568.3 million at September 30, 2025, up by $25.8 million, or 5%, from the balance at December 31, 2024. In the first nine months of 2025, C&I originations and advances amounted to $48.1 million and were partially offset by payments.
Shared national credit balances outstanding included in the C&I loan portfolio at September 30, 2025 totaled $83.7 million, of which $83.2 million was included in the pass-rated category of commercial loan credit quality and $507 thousand was included in the classified category. The classified balance at September 30, 2025 was on nonaccrual status and was current with respect to payment terms. At December 31, 2024, shared national credit balances outstanding included in the C&I loan portfolio totaled $71.0 million, all of which were in the pass-rated category and current with respect to payment terms.
Management considers the C&I portfolio to be well-diversified with loans across several industries. The following table presents a summary of C&I loan by industry segmentation:
| (Dollars in thousands) | September 30, 2025 | December 31, 2024 | |||||||||||||||||||||
Outstanding Balance (1) | % of C&I Total | Outstanding Balance (1) | % of C&I Total | ||||||||||||||||||||
C&I Portfolio Segmentation: | |||||||||||||||||||||||
| Healthcare and social assistance | $148,760 | 26 | % | $126,547 | 23 | % | |||||||||||||||||
| Real estate rental and leasing | 56,402 | 10 | 63,992 | 12 | |||||||||||||||||||
| Educational services | 54,754 | 10 | 47,092 | 9 | |||||||||||||||||||
Transportation and warehousing | 52,204 | 9 | 55,784 | 10 | |||||||||||||||||||
| Retail trade | 49,234 | 9 | 41,132 | 8 | |||||||||||||||||||
| Accommodation and food services | 26,161 | 5 | 12,368 | 2 | |||||||||||||||||||
Finance and insurance | 25,561 | 4 | 26,557 | 5 | |||||||||||||||||||
Information | 21,626 | 4 | 22,265 | 4 | |||||||||||||||||||
| Manufacturing | 20,903 | 4 | 32,140 | 6 | |||||||||||||||||||
Arts, entertainment, and recreation | 18,646 | 3 | 19,861 | 4 | |||||||||||||||||||
Professional, scientific, and technical services | 12,242 | 2 | 10,845 | 2 | |||||||||||||||||||
Public administration | 1,789 | — | 2,186 | — | |||||||||||||||||||
Other | 80,035 | 14 | 81,705 | 15 | |||||||||||||||||||
Total C&I loans | $568,317 | 100 | % | $542,474 | 100 | % | |||||||||||||||||
Average C&I loan size (2) | $823 | $798 | |||||||||||||||||||||
Largest individual C&I loan outstanding | $32,560 | $25,333 | |||||||||||||||||||||
(1)Does not include unfunded commitments of $283.8 million and $307.9 million, respectively, as of September 30, 2025 and December 31, 2024.
(2)Total commitment (outstanding loan balance plus unfunded commitments) divided by number of loans.
Healthcare and social assistance, our largest single C&I segment, totaled $148.8 million as of September 30, 2025, representing 3% of total loans and 26% of the total C&I portfolio. This segment includes specialty medical practices, elder services, and community and mental health centers. At September 30, 2025, the credit quality of the healthcare and social assistance segment was 89% pass-rated and 11% was special mention. Also, there were no nonaccrual loans and all loans were current with respect to payment terms at September 30, 2025 in this segment.
Residential Real Estate Loans
The residential real estate loan portfolio represented 40% of total loans at September 30, 2025, compared to 41% at December 31, 2024.
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Management's Discussion and Analysis
Residential real estate loans amounted to $2.1 billion at September 30, 2025, down by $52.4 million, or 2%, from the balance at December 31, 2024.
The following is a geographic summary of residential real estate loans by property location:
| (Dollars in thousands) | September 30, 2025 | December 31, 2024 | |||||||||||||||
| Amount | % of Total | Amount | % of Total | ||||||||||||||
Massachusetts | $1,460,357 | 70 | % | $1,530,847 | 72 | % | |||||||||||
| Rhode Island | 466,056 | 23 | 443,237 | 21 | |||||||||||||
Connecticut | 124,805 | 6 | 128,933 | 6 | |||||||||||||
| Subtotal | 2,051,218 | 99 | 2,103,017 | 99 | |||||||||||||
| All other states | 22,522 | 1 | 23,154 | 1 | |||||||||||||
Total (1) | $2,073,740 | 100 | % | $2,126,171 | 100 | % | |||||||||||
(1)Includes residential mortgage loans purchased from and serviced by other financial institutions totaling $41.0 million and $46.8 million, respectively, as of September 30, 2025 and December 31, 2024.
Residential real estate loans are originated both for sale to the secondary market as well as for retention in the Bank’s loan portfolio. We also originate residential real estate loans for various investors in a broker capacity, including conventional mortgages and reverse mortgages. Residential real estate loan origination and refinancing activities are sensitive to interest rates and the condition of housing markets.
The table below presents residential real estate loan origination activity:
| (Dollars in thousands) | Three Months | Nine Months | |||||||||||||||||||||||||||||||||
| Periods ended September 30, | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||
| Amount | % of Total | Amount | % of Total | Amount | % of Total | Amount | % of Total | ||||||||||||||||||||||||||||
Originations for retention in portfolio (1) | $50,852 | 29 | % | $26,317 | 19 | % | $129,845 | 28 | % | $77,311 | 20 | % | |||||||||||||||||||||||
Originations for sale to the secondary market (2) | 122,300 | 71 | 115,117 | 81 | 328,031 | 72 | 303,943 | 80 | |||||||||||||||||||||||||||
| Total | $173,152 | 100 | % | $141,434 | 100 | % | $457,876 | 100 | % | $381,254 | 100 | % | |||||||||||||||||||||||
(1)Includes the full commitment amount of homeowner construction loans.
(2)Includes brokered loans (loans originated for others).
The table below presents residential real estate loan sales activity:
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||
| Three Months | Nine Months | ||||||||||||||||||||||||||||||||||
| Periods ended September 30, | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||
| Amount | % of Total | Amount | % of Total | Amount | % of Total | Amount | % of Total | ||||||||||||||||||||||||||||
| Loans sold with servicing rights retained | $9,774 | 8 | % | $17,881 | 15 | % | $34,355 | 11 | % | $66,508 | 22 | % | |||||||||||||||||||||||
Loans sold with servicing rights released (1) | 116,713 | 92 | 102,457 | 85 | 284,406 | 89 | 236,526 | 78 | |||||||||||||||||||||||||||
| Total | $126,487 | 100 | % | $120,338 | 100 | % | $318,761 | 100 | % | $303,034 | 100 | % | |||||||||||||||||||||||
(1)Includes brokered loans (loans originated for others).
We have active relationships with various secondary market investors that purchase residential real estate loans we originate. In addition to managing our interest rate risk position and earnings through the sale of these loans, we are also able to manage our liquidity position through timely sales of residential real estate loans to the secondary market.
Loans are sold with servicing retained or released. Loans sold with servicing rights retained result in the capitalization of servicing rights. Loan servicing rights are included in other assets and are subsequently amortized as an offset to mortgage banking revenues over the estimated period of servicing. The net balance of capitalized servicing rights amounted to
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Management's Discussion and Analysis
$6.9 million and $7.7 million, respectively, as of September 30, 2025 and December 31, 2024. The balance of residential mortgage loans serviced for others, which are not included in the Unaudited Consolidated Balance Sheets, amounted to $1.4 billion at both September 30, 2025 and December 31, 2024.
Consumer Loans
The consumer loan portfolio represented 7% of total loans at both September 30, 2025 and December 31, 2024.
Consumer loans include home equity loans and lines of credit and personal installment loans. Home equity lines of credit and home equity loans represented 95% of the total consumer portfolio at September 30, 2025. Our home equity line and home equity loan origination activities are conducted primarily in southern New England. The Bank estimates that approximately 45% of the combined home equity lines of credit and home equity loan balances are first lien positions or subordinate to other Washington Trust mortgages.
The consumer loan portfolio totaled $323.8 million at September 30, 2025, up by $9.1 million, or 3%, from December 31, 2024, largely reflecting an increase in home equity loans.
Asset Quality
The Corporation continually monitors the asset quality of the loan portfolio using all available information.
In the course of resolving problem loans, the Corporation may choose to modify the contractual terms of certain loans. A loan that has been modified is considered a TLM when the modification is made to a borrower experiencing financial difficulty and the modification has a direct impact to the contractual cash flows. The decision to modify a loan, versus aggressively enforcing the collection of the loan, may benefit the Corporation by increasing the ultimate probability of collection. See Note 4 to the Unaudited Consolidated Financial Statements for additional information regarding TLMs.
Nonperforming Assets
Nonperforming assets include nonaccrual loans and OREO.
The following table presents nonperforming assets and additional asset quality data:
| (Dollars in thousands) | September 30, 2025 | December 31, 2024 | ||||||
| Commercial: | ||||||||
| Commercial real estate | $— | $10,053 | ||||||
| Commercial & industrial | 1,010 | 515 | ||||||
Total commercial | 1,010 | 10,568 | ||||||
| Residential Real Estate: | ||||||||
| Residential real estate | 11,129 | 10,767 | ||||||
| Consumer: | ||||||||
| Home equity | 1,877 | 1,972 | ||||||
| Other | — | — | ||||||
Total consumer | 1,877 | 1,972 | ||||||
| Total nonaccrual loans | 14,016 | 23,307 | ||||||
OREO, net | — | — | ||||||
| Total nonperforming assets | $14,016 | $23,307 | ||||||
| Nonperforming assets to total assets | 0.21 | % | 0.34 | % | ||||
| Nonperforming loans to total loans | 0.27 | % | 0.45 | % | ||||
| Total past due loans to total loans | 0.16 | % | 0.23 | % | ||||
| Allowance for credit losses on loans to total loans | 0.71 | % | 0.82 | % | ||||
| Allowance for credit losses on loans to nonaccrual loans | 260.96 | % | 180.03 | % | ||||
| Accruing loans 90 days or more past due | $— | $— | ||||||
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Management's Discussion and Analysis
Nonaccrual Loans
During the nine months ended September 30, 2025, the Corporation made no changes in its practices or policies concerning the placement of loans into nonaccrual status.
The following table presents the activity in nonaccrual loans:
| (Dollars in thousands) | Three Months | Nine Months | |||||||||||||||||||||
| For the periods ended September 30, | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Balance at beginning of period | $26,108 | $30,479 | $23,307 | $44,618 | |||||||||||||||||||
| Additions to nonaccrual status | 1,068 | 1,880 | 13,664 | 2,867 | |||||||||||||||||||
| Loans returned to accruing status | — | (268) | (1,497) | (14,401) | |||||||||||||||||||
| Loans charged-off | (11,459) | (59) | (14,648) | (182) | |||||||||||||||||||
| Loans transferred to other real estate owned | — | — | — | — | |||||||||||||||||||
| Payments, payoffs, and other changes | (1,701) | (890) | (6,810) | (1,760) | |||||||||||||||||||
| Balance at end of period | $14,016 | $31,142 | $14,016 | $31,142 | |||||||||||||||||||
As previously disclosed on a Form 8-K filed on October 8, 2025, the Corporation’s third quarter 2025 results were adversely impacted by $11.3 million of charge-offs on two nonaccrual commercial loan relationships.
The first loan relationship was a C&I participation in a shared national credit to a telecom infrastructure construction contractor. The contractor filed for Chapter 11 bankruptcy in the second quarter of 2025 due to cash flow problems, and at that time, the Corporation placed the loan relationship on nonaccrual status. As of June 30, 2025, this individually analyzed collateral dependent relationship had a carrying value of $9.3 million, of which $1.4 million was past due. Utilizing the information available at that time, which included collateral valuations (estimated bids from the sale of the company and estimated recovery of receivables), management established a specific reserve of $2.3 million at June 30, 2025, which covered approximately 25% of the carrying value. Based on ensuing developments in the bankruptcy proceedings during the third quarter, which included bidders dropping out of the sale process, the company sold via auction on August 28, 2025 significantly below expectations. Additionally, the bank group, which included the Bank, approved the sale of the receivables on September 15, 2025. As a result of these updated recovery estimates, the Corporation revised its estimate of expected credit losses on this relationship and recognized a charge-off of $8.3 million in the third quarter. The remaining carrying value of $1.0 million as of September 30, 2025 was collected in October 2025.
The second loan was a CRE loan secured by an office property in our primary lending area of southern New England. This loan was previously placed on nonaccrual status in 2023 and was also modified and reported as a TLM. As of June 30, 2025, this individually analyzed collateral dependent loan had a carrying value of $4.3 million, net of previous charge-offs taken. Based on an appraisal received in the first quarter of 2025, management concluded that no additional specific reserve was warranted for this loan at June 30, 2025. In September 2025, the Corporation changed its exit strategy and decided to sell this loan. Late in September, the sale closed, proceeds of $1.2 million were received, and a charge-off of $3.0 million was recognized.
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Management's Discussion and Analysis
The following table presents additional detail on nonaccrual loans:
| (Dollars in thousands) | September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||
| Days Past Due | Days Past Due | ||||||||||||||||||||||||||||||||||
| Current | 30-89 | 90 or More | Total Nonaccrual | % (1) | Current | 30-89 | 90 or More | Total Nonaccrual | % (1) | ||||||||||||||||||||||||||
| Commercial: | |||||||||||||||||||||||||||||||||||
| Commercial real estate | $— | $— | $— | $— | — | % | $10,053 | $— | $— | $10,053 | 0.47 | % | |||||||||||||||||||||||
| Commercial & industrial | 1,010 | — | — | 1,010 | 0.18 | — | 515 | — | 515 | 0.09 | |||||||||||||||||||||||||
Total commercial | 1,010 | — | — | 1,010 | 0.04 | 10,053 | 515 | — | 10,568 | 0.39 | |||||||||||||||||||||||||
Residential Real Estate: | |||||||||||||||||||||||||||||||||||
Residential real estate | 5,542 | 2,475 | 3,112 | 11,129 | 0.54 | 5,975 | 2,419 | 2,373 | 10,767 | 0.51 | |||||||||||||||||||||||||
| Consumer: | |||||||||||||||||||||||||||||||||||
| Home equity | 1,539 | 170 | 168 | 1,877 | 0.61 | 832 | 233 | 907 | 1,972 | 0.66 | |||||||||||||||||||||||||
| Other | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Total consumer | 1,539 | 170 | 168 | 1,877 | 0.58 | 832 | 233 | 907 | 1,972 | 0.63 | |||||||||||||||||||||||||
| Total nonaccrual loans | $8,091 | $2,645 | $3,280 | $14,016 | 0.27 | % | $16,860 | $3,167 | $3,280 | $23,307 | 0.45 | % | |||||||||||||||||||||||
(1) Percentage of nonaccrual loans to the total loans outstanding within the respective loan class.
As of September 30, 2025, the composition of nonaccrual loans was 7% commercial and 93% residential and consumer. This compared to 45% commercial and 55% residential and consumer as of December 31, 2024.
Nonaccrual loans at September 30, 2025 totaled $14.0 million, down by $9.3 million from the end of 2024, largely reflecting a decline in nonaccrual CRE loans of $10.1 million. The decline in nonaccrual CRE loans was concentrated in CRE office segment and reflected year-to-date charge-offs, a loan payoff received in the second quarter of 2025 and loan sale proceeds received in the third quarter of 2025. Additionally, see discussion above regarding the collection of the $1.0 million nonaccrual C&I balance in October of 2025.
As of September 30, 2025, the balance of nonaccrual residential mortgage loans was predominately secured by properties in Massachusetts, Connecticut, and Rhode Island. Included in total nonaccrual residential real estate loans at September 30, 2025 were two loans purchased for portfolio and serviced by others amounting to $507 thousand. Management monitors the collection efforts of its third-party servicers as part of its assessment of the collectability of nonperforming loans.
Past Due Loans
The following table presents past due loans by class:
| (Dollars in thousands) | September 30, 2025 | December 31, 2024 | |||||||||||||||
| Amount | % (1) | Amount | % (1) | ||||||||||||||
| Commercial: | |||||||||||||||||
| Commercial real estate | $— | — | % | $— | — | % | |||||||||||
| Commercial & industrial | 8 | — | 900 | 0.17 | |||||||||||||
| Total commercial | 8 | — | 900 | 0.03 | |||||||||||||
| Residential Real Estate: | |||||||||||||||||
| Residential real estate | 6,470 | 0.31 | 7,741 | 0.36 | |||||||||||||
| Consumer: | |||||||||||||||||
| Home equity | 1,583 | 0.52 | 2,947 | 0.99 | |||||||||||||
| Other | 51 | 0.31 | 394 | 2.24 | |||||||||||||
| Total consumer | 1,634 | 0.50 | 3,341 | 1.06 | |||||||||||||
| Total past due loans | $8,112 | 0.16 | % | $11,982 | 0.23 | % | |||||||||||
(1)Percentage of past due loans to the total loans outstanding within the respective loan class.
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Management's Discussion and Analysis
The composition of past due loans (loans past due 30 days or more) was essentially all residential and consumer as of September 30, 2025, compared to 92% residential and consumer and 8% commercial as of December 31, 2024.
Total past due loans decreased by $3.9 million from the end of 2024, largely reflecting decreases in past due consumer and residential mortgage loans.
Total past due loans included $5.9 million of nonaccrual loans as of September 30, 2025, compared to $6.4 million as of December 31, 2024.
All loans 90 days or more past due at September 30, 2025 and December 31, 2024 were classified as nonaccrual.
Potential Problem Loans
The Corporation classifies certain loans as “substandard,” “doubtful,” or “loss” based on criteria consistent with guidelines provided by banking regulators. Potential problem loans include classified accruing commercial loans that were less than 90 days past due at September 30, 2025 and other loans for which known information about possible credit problems of the related borrowers causes management to have doubts as to the ability of such borrowers to comply with the present loan repayment terms and which may result in disclosure of such loans as nonperforming at some time in the future. Potential problem loans are not included in the amounts of nonaccrual loans presented above.
Potential problem loans are assessed for loss exposure using the methods described in Note 4 to the Unaudited Consolidated Financial Statements under the caption “Credit Quality Indicators.” Management cannot predict the extent to which economic conditions or other factors may impact borrowers and the potential problem loans. Accordingly, there can be no assurance that other loans will not become 90 days or more past due, be placed on nonaccrual, become modified, or require an increased allowance coverage and provision for credit losses on loans.
Management has identified $32.1 million in potential problem loans at September 30, 2025, compared to $28.2 million at December 31, 2024. As of September 30, 2025, the balance of potential problem loans largely consisted of two CRE loans secured by office properties in Massachusetts. At September 30, 2025, these loans were current with respect to payment terms.
Allowance for Credit Losses on Loans
The ACL on loans is management’s estimate of expected lifetime credit losses on loans carried at amortized cost. The ACL on loans is established through a provision for credit losses recognized in earnings. The ACL on loans is reduced by charge-offs on loans and is increased by recoveries of amounts previously charged off. There were no significant changes in our modeling methodology to determine the ACL on loans during the three and nine months ended September 30, 2025.
The Corporation’s general practice is to identify problem credits early. To determine if a loan should be charged-off, all possible sources of repayment are analyzed. Possible sources of repayment include the potential for future cash flows, the value of underlying collateral, and the strength of guarantors. Full or partial charge-offs are recognized as promptly as practicable when available information confirms that the collection of loan principal is unlikely. For collateral dependent loans, this confirming information may include an appraisal that reflects a shortfall between the value of the collateral and the carrying value of the loan or a deficiency balance following the sale of the collateral.
Appraisals are generally obtained with values determined on an “as is” basis from independent appraisal firms for real estate collateral dependent loans in the process of collection or when warranted by other deterioration in the borrower’s credit status. New appraisals are generally obtained for nonaccrual loans or when management believes it is warranted. The Corporation has continued to maintain appropriate professional standards regarding the professional qualifications of appraisers and has an internal review process to monitor the quality of appraisals.
The Corporation does not recognize a recovery when new appraisals indicate a subsequent increase in value.
The following table presents additional detail on the Corporation’s loan portfolio and associated allowance:
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Management's Discussion and Analysis
| (Dollars in thousands) | September 30, 2025 | December 31, 2024 | |||||||||||||||||||||
| Loans | Related Allowance | Allowance / Loans | Loans | Related Allowance | Allowance / Loans | ||||||||||||||||||
| Individually analyzed loans | $14,115 | $53 | 0.38 | % | $16,591 | $1,543 | 9.30 | % | |||||||||||||||
Pooled (collectively evaluated) loans (1) | 5,108,722 | 36,523 | 0.71 | 5,122,728 | 40,417 | 0.79 | |||||||||||||||||
| Total | $5,122,837 | $36,576 | 0.71 | % | $5,139,319 | $41,960 | 0.82 | % | |||||||||||||||
(1)The amount reported for pooled loans excludes negative basis adjustments associated with fair value hedges of $255 thousand and $1.5 million, respectively, at September 30, 2025 and December 31, 2024. See Note 8 to the Unaudited Consolidated Financial Statements for additional disclosure.
The ACL on loans amounted to $36.6 million at September 30, 2025, down by $5.4 million, or 13%, from the balance at December 31, 2024. The ACL on loans as a percentage of total loans, also known as the reserve coverage ratio, was 0.71% at September 30, 2025, compared to 0.82% at December 31, 2024. ACL on loans as percentage of nonaccrual loans was 260.96% at September 30, 2025, compared to 180.03% at December 31, 2024.
Net charge-offs totaled $11.4 million and $14.4 million, respectively, for the three and nine months ended September 30, 2025. See additional discussion regarding third quarter charge-offs of $11.3 million on two nonaccrual commercial loan relationships above under the caption “Nonaccrual Loans.” Net charge-offs were $48 thousand and $127 thousand, respectively, for the three and nine months ended September 30, 2024.
Various loan loss allowance coverage ratios are affected by the timing and extent of charge-offs, particularly with respect to individually analyzed collateral dependent loans. The decrease in the ACL on loans from December 31, 2024 reflects the resolution of the two commercial loan relationships discussed above, as well as net improvements in loss given default estimates and regression analysis results, which were reflective of the performance of the overall loan portfolio and changes in econometric forecasts. As further disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, for pooled loans the Corporation utilizes a discounted cash flow methodology to estimate credit losses over the expected life of the loan. The methodology incorporates a probability of default and loss given default framework. Loss given default is estimated based on historical credit loss experience. Probability of default is estimated utilizing a regression model that incorporates econometric factors. See additional disclosure regarding our ACL methodology in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
The ACL on loans is an estimate and ultimate losses may vary from management’s estimate. Deteriorating conditions or assumptions could lead to further increases in the ACL on loans; conversely, improving conditions or assumptions could lead to further reductions in the ACL on loans.
The following table presents the allocation of the ACL on loans by portfolio segment. The total ACL on loans is available to absorb losses from any segment of the loan portfolio.
| (Dollars in thousands) | September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||
Allocated ACL | ACL to Loans | Loans to Total Portfolio (1) | Allocated ACL | ACL to Loans | Loans to Total Portfolio (1) | ||||||||||||||||||||||||||||||
| Commercial: | |||||||||||||||||||||||||||||||||||
| Commercial real estate | $18,843 | 0.87 | % | 42 | % | $26,485 | 1.23 | % | 42 | % | |||||||||||||||||||||||||
| Commercial & industrial | 9,714 | 1.71 | 11 | 7,277 | 1.34 | 10 | |||||||||||||||||||||||||||||
Total commercial | 28,557 | 1.05 | 53 | 33,762 | 1.25 | 52 | |||||||||||||||||||||||||||||
| Residential Real Estate: | |||||||||||||||||||||||||||||||||||
| Residential real estate | 6,623 | 0.32 | 40 | 6,832 | 0.32 | 41 | |||||||||||||||||||||||||||||
| Consumer: | |||||||||||||||||||||||||||||||||||
| Home equity | 1,136 | 0.37 | 6 | 1,031 | 0.35 | 6 | |||||||||||||||||||||||||||||
| Other | 260 | 1.58 | 1 | 335 | 1.91 | 1 | |||||||||||||||||||||||||||||
| Total consumer | 1,396 | 0.43 | 7 | 1,366 | 0.43 | 7 | |||||||||||||||||||||||||||||
Total ACL on loans at end of period | $36,576 | 0.71 | % | 100 | % | $41,960 | 0.82 | % | 100 | % | |||||||||||||||||||||||||
(1)Percentage of loans outstanding in respective class to total loans outstanding.
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Management's Discussion and Analysis
Sources of Funds
Our sources of funds include in-market deposits, wholesale brokered deposits, FHLB advances, other borrowings, and proceeds from the sales, maturities, and payments of loans and investment securities. The Corporation uses funds to originate and purchase loans, purchase investment securities, conduct operations, expand the branch network, and pay dividends to shareholders.
Deposits
The Corporation offers a wide variety of deposit products to consumer and business customers. Deposits provide an important source of funding for the Bank, as well as an ongoing stream of fee revenue.
The Bank is a participant in the DDM, ICS and CDARS programs. The Bank uses these deposit sweep services to place customer and client funds into interest-bearing demand accounts, money market accounts, and/or time deposits issued by other participating banks. Customer and client funds are placed at one or more participating banks to ensure that each deposit customer is eligible for the full amount of FDIC insurance. As a program participant, we receive reciprocal amounts of deposits from other participating banks. We consider these reciprocal deposit balances to be in-market deposits as distinguished from traditional wholesale brokered deposits.
The following table presents a summary of deposits:
| (Dollars in thousands) | September 30, 2025 | December 31, 2024 | Change in Balance | |||||||||||||||||||||||
| Amount | % of Total | Amount | % of Total | $ | % | |||||||||||||||||||||
| Noninterest-bearing demand deposits | $671,309 | 13 | % | $661,776 | 13 | % | $9,533 | 1 | % | |||||||||||||||||
| Interest-bearing demand deposits | 703,848 | 13 | 592,904 | 12 | 110,944 | 19 | ||||||||||||||||||||
| NOW accounts | 684,689 | 13 | 692,812 | 14 | (8,123) | (1) | ||||||||||||||||||||
| Money market accounts | 1,195,463 | 23 | 1,154,745 | 23 | 40,718 | 4 | ||||||||||||||||||||
| Savings accounts | 733,529 | 14 | 523,915 | 10 | 209,614 | 40 | ||||||||||||||||||||
| Time deposits (in-market) | 1,233,998 | 24 | 1,192,110 | 22 | 41,888 | 4 | ||||||||||||||||||||
Total in-market deposits (1) | 5,222,836 | 100 | 4,818,262 | 94 | 404,574 | 8 | ||||||||||||||||||||
| Wholesale brokered time deposits | — | — | 297,538 | 6 | (297,538) | (100) | ||||||||||||||||||||
| Total deposits | $5,222,836 | 100 | % | $5,115,800 | 100 | % | $107,036 | 2 | % | |||||||||||||||||
(1) As of September 30, 2025, in-market deposits were approximately 59% retail and 41% commercial and the average size was approximately $39 thousand.
Total deposits amounted to $5.2 billion at September 30, 2025, up by $107.0 million, or 2%, from December 31, 2024, due to an increase in in-market deposits that was partially offset by a decline in wholesale brokered time deposits of $297.5 million. See disclosure regarding wholesale funding under the caption “Borrowings” below.
Our in-market deposits, which exclude wholesale brokered time deposits, are well-diversified by industry and customer type. In-market deposits were up by $404.6 million, or 8%, from the balance at December 31, 2024, largely reflecting increases in savings and interest-bearing demand deposit balances. Growing deposits continues to be highly competitive in our market area and demand for higher-cost deposit products is intense. Washington Trust remains focused on maintaining and growing depositor relationships.
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Management's Discussion and Analysis
The following table presents a summary of the Bank’s uninsured deposits:
| (Dollars in thousands) | September 30, 2025 | December 31, 2024 | |||||||||||||||
| Balance | % of Total Deposits | Balance | % of Total Deposits | ||||||||||||||
| Uninsured Deposits: | |||||||||||||||||
Uninsured deposits (1) | $1,449,863 | 28 | % | $1,363,689 | 27 | % | |||||||||||
Less: affiliate deposits (2) | 90,198 | 2 | 94,740 | 2 | |||||||||||||
| Uninsured deposits, excluding affiliate deposits | 1,359,665 | 26 | 1,268,949 | 25 | |||||||||||||
Less: fully-collateralized preferred deposits (3) | 228,992 | 4 | 197,638 | 4 | |||||||||||||
| Uninsured deposits, after exclusions | $1,130,673 | 22 | % | $1,071,311 | 21 | % | |||||||||||
(1)Determined in accordance with regulatory reporting requirements, which includes affiliate deposits and fully-collateralized preferred deposits.
(2) Uninsured deposit balances of Washington Trust Bancorp, Inc. and its subsidiaries that are eliminated in consolidation.
(3) Uninsured deposits of states and political subdivisions, which are secured or collateralized as required by state law.
Borrowings
Borrowings primarily consist of FHLB advances, which are used as a source of funding for liquidity and interest rate risk management purposes. FHLB advances totaled $791.0 million at September 30, 2025, down by $334.0 million, or 30%, from the balance at the end of 2024. For additional information regarding FHLB advances see Note 11 to the Unaudited Consolidated Financial Statements.
Both FHLB advances and wholesale brokered time deposits decreased in the nine months ended September 30, 2025, reflecting increases in in-market deposits, the redeployment of cash resulting from the previously disclosed balance sheet repositioning transactions, and timing of liquidity management activities.
Liquidity and Capital Resources
Liquidity Management
Liquidity is the ability of a financial institution to meet maturing liability obligations and customer loan demand. The Corporation’s primary source of liquidity is in-market deposits, which funded approximately 75% of total average assets in the nine months ended September 30, 2025. While the generally preferred funding strategy is to attract and retain low-cost deposits, the ability to do so is affected by competitive interest rates and terms in the marketplace. Other sources of funding include discretionary use of purchased liabilities (e.g., FHLB term advances and brokered deposits), cash flows from the investment securities portfolio, and loan repayments. Securities designated as available for sale may also be sold in response to short-term or long-term liquidity needs, although management has no intention to do so at this time.
The Corporation has a detailed liquidity funding policy and a contingency funding plan that provide for the prompt and comprehensive response to unexpected demands for liquidity. Management employs stress testing methodology to estimate needs for contingent funding that could result from unexpected outflows of funds in excess of “business as usual” cash flows. In management’s estimation, risks are concentrated in two major categories: (1) runoff of in-market deposit balances; and (2) unexpected drawdown of loan commitments. Of the two categories, potential runoff of deposit balances would have the most significant impact on contingent liquidity. Our stress test scenarios, therefore, emphasize attempts to quantify deposits at risk over selected time horizons. In addition to these unexpected outflow risks, several other “business as usual” factors enter into the calculation of the adequacy of contingent liquidity including: (1) payment proceeds from loans and investment securities; (2) maturing debt obligations; and (3) maturing time deposits. The Corporation has established collateralized borrowing capacity with the FRBB and also maintains additional collateralized borrowing capacity with the FHLB in excess of levels used in the ordinary course of business. Borrowing capacity is impacted by the amount and type of assets available to be pledged.
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Management's Discussion and Analysis
The table below presents a summary of contingent liquidity balances by source:
| (Dollars in thousands) | September 30, 2025 | December 31, 2024 | ||||||
| Contingent Liquidity: | ||||||||
Federal Home Loan Bank of Boston (1) | $1,074,797 | $752,951 | ||||||
Federal Reserve Bank of Boston (2) | 105,793 | 70,286 | ||||||
Available cash liquidity (3) | 107,291 | 36,647 | ||||||
| Unencumbered securities | 555,383 | 597,771 | ||||||
| Total contingent liquidity | $1,843,264 | $1,457,655 | ||||||
| Percentage of total contingent liquidity to uninsured deposits | 127.1 | % | 106.9 | % | ||||
| Percentage of total contingent liquidity to uninsured deposits, after exclusions | 163.0 | % | 136.1 | % | ||||
(1)As of September 30, 2025 and December 31, 2024, loans with a carrying value of $2.7 billion and $2.8 billion, respectively, and securities available for sale with carrying values of $72.9 million and $74.2 million, respectively, were pledged to the FHLB resulting in this additional borrowing capacity.
(2)As of September 30, 2025 and December 31, 2024, loans with a carrying value of $62.3 million and $68.5 million, respectively, and securities available for sale with a carrying value of $58.7 million and $13.9 million, respectively, were pledged to the FRBB for the discount window resulting in this additional unused borrowing capacity.
(3)Available cash liquidity excludes amounts restricted for collateral purposes and designated for operating needs.
Borrowing capacity at December 31, 2024 was reduced by the reclassification of residential mortgage loan collateral to held for sale as part of the previously disclosed balance sheet repositioning transactions. On January 24, 2025, the sale was completed and the cash proceeds received were used to pay down FHLB advances and wholesale brokered time deposits in the first quarter of 2025.
In addition to the amounts presented above, the Bank also had access to a $40.0 million unused line of credit with the FHLB at September 30, 2025 and December 31, 2024.
The ALCO establishes and monitors internal liquidity measures to manage liquidity exposure. Liquidity remained within target ranges established by the ALCO during the nine months ended September 30, 2025. Based on its assessment of the liquidity considerations described above, management believes the Corporation’s sources of funding meet anticipated funding needs.
Contractual Obligations, Commitments, and Off-Balance Sheet Arrangements
In the ordinary course of business, the Corporation enters into contractual obligations that require future cash payments. These include payments related to lease obligations, time deposits with stated maturity dates, and borrowings. Also, in the ordinary course of business, the Corporation engages in a variety of financial transactions that, in accordance with GAAP, are not recorded in the financial statements, or are recorded in amounts that differ from the notional amounts. These financial transactions include commitments to extend credit, standby letters of credit, forward loan commitments, loan related derivative contracts and interest rate risk management contracts. For additional information on derivative financial instruments and financial instruments with off-balance sheet risk see Notes 8 and 18 to the Unaudited Consolidated Financial Statements.
Capital Resources
Total shareholders’ equity amounted to $533.0 million at September 30, 2025, up by $33.3 million from December 31, 2024. This net increase primarily reflected net income of $36.3 million and an improvement of $34.3 million in the AOCL component of shareholders' equity, partially offset by dividend declarations of $32.7 million and a net increase in treasury stock of $5.7 million. The improvement in AOCL included an increase in fair value of available for sale debt securities, as well as the effects of the remeasurement of the qualified pension plan upon settlement and reclassification of the after-tax pension plan settlement charge to noninterest expenses. See Note 16 to the Unaudited Consolidated Financial Statements for additional disclosure regarding changes in AOCL. The net increase in treasury stock included the Corporation’s repurchase of 246,803 shares, at an average price of $27.28 and a total cost of $6.7 million, under its 2025 Repurchase Program.
Washington Trust declared a quarterly dividend of 56 cents per share for the three months ended September 30, 2025, unchanged from the 56 cents per share declared for the same period in 2024.
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Management's Discussion and Analysis
The ratio of total equity to total assets amounted to 7.93% at September 30, 2025, compared to a ratio of 7.21% at December 31, 2024. Book value per share was $27.98 at September 30, 2025, compared to $25.93 at December 31, 2024.
The Bancorp and the Bank are subject to various regulatory capital requirements and are considered “well capitalized,” with a total risk-based capital ratio of 12.90% at September 30, 2025, compared to 12.47% at December 31, 2024.
See Note 12 to the Unaudited Consolidated Financial Statements for additional discussion regarding shareholders’ equity.
Asset/Liability Management and Interest Rate Risk
Interest rate risk is the risk to earnings due to changes in interest rates. The ALCO is responsible for establishing policy guidelines on liquidity and acceptable exposure to interest rate risk. Quarterly, the ALCO reports on the status of liquidity and interest rate risk matters to the Corporation’s Audit Committee. The objective of the ALCO is to manage assets and funding sources to produce results that are consistent with the Corporation’s liquidity, capital adequacy, growth, risk, and profitability goals.
The Corporation utilizes the size and duration of the investment securities portfolio, the size and duration of the wholesale funding portfolio, interest rate contracts, and the pricing and structure of loans and deposits, to manage interest rate risk. The interest rate contracts may include interest rate swaps, caps, floors, and collars. These interest rate contracts involve, to varying degrees, credit risk and interest rate risk. Credit risk is the possibility that a loss may occur if a counterparty to a transaction fails to perform according to terms of the contract. The notional amount of the interest rate contracts is the amount upon which interest and other payments are based. The notional amount is not exchanged, and therefore, should not be taken as a measure of credit risk. See Note 8 to the Unaudited Consolidated Financial Statements for additional information.
The ALCO uses income simulation to measure interest rate risk inherent in the Corporation’s financial instruments at a given point in time by showing the effect of interest rate shifts on net interest income over a 12-month horizon and a 13- to 24-month horizon. The simulations assume that the size and general composition of the Corporation’s balance sheet remain static over the simulation horizons, with the exception of certain deposit mix shifts from lower-cost to higher-cost deposits in selected interest rate scenarios. The simulations at December 31, 2024 incorporated the reclassification of residential mortgage loans from portfolio to held for sale and the sale of these loans completing in January 2025. The simulations at December 31, 2024 assumed the proceeds from the sale of loans were used to pay down maturing wholesale funding balances. Additionally, the simulations take into account the specific repricing, maturity, call options, and prepayment characteristics of differing financial instruments that may vary under different interest rate scenarios. Mortgage-backed securities and residential real estate loans involve a level of risk that unforeseen changes in prepayment speeds may cause related cash flows to vary significantly in differing rate environments. Such changes could affect the level of reinvestment risk associated with cash flow from these instruments, as well as their market value. Changes in prepayment speeds could also increase or decrease the amortization of premium or accretion of discounts related to such instruments, thereby affecting interest income. The characteristics of financial instrument classes are reviewed periodically by the ALCO to ensure their accuracy and consistency.
Deposit balances may also be subject to possible outflow to non-bank alternatives in a rising rate environment. This may cause interest rate sensitivity to differ from the results as presented. Another significant simulation assumption is the sensitivity of savings deposits to fluctuations in interest rates. Income simulation results assume that changes in both savings deposit rates and balances are related to changes in short-term interest rates. The relationship between short-term interest rate changes and deposit rate and balance changes may differ from the ALCO’s estimates used in income simulation.
The ALCO reviews simulation results to determine whether the Corporation’s exposure to a decline in net interest income remains within established tolerance levels over the simulation horizons and to develop appropriate strategies to manage this exposure. As of September 30, 2025 and December 31, 2024, net interest income simulations indicated that exposure to changing interest rates over the simulation horizons remained within tolerance levels established by the Corporation. All changes are measured in comparison to the projected net interest income that would result from an “unchanged” rate scenario where both interest rates and the composition of the Corporation’s balance sheet remain stable.
The ALCO regularly reviews a wide variety of interest rate shift scenario results to evaluate interest rate risk exposure, including parallel changes in interest rates and scenarios showing the effect of steepening or flattening changes in the yield curve. Because income simulations assume that the Corporation’s balance sheet will generally remain static over the
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Management's Discussion and Analysis
simulation horizon, the results do not reflect adjustments in strategy that the ALCO could implement in response to rate shifts. It should also be noted that the static balance sheet assumption does not necessarily reflect the Corporation’s expectation for future balance sheet growth, which is a function of the business environment and customer behavior.
While the ALCO reviews and updates simulation assumptions and also periodically back-tests the simulation results to ensure that the assumptions are reasonable and current, income simulation may not always prove to be an accurate indicator of interest rate risk or future NIM. Over time, the repricing, maturity, and prepayment characteristics of financial instruments and the composition of the Corporation’s balance sheet may change to a different degree than estimated.
The following table sets forth the estimated change in net interest income from an unchanged rate scenario over the periods indicated for parallel changes in market interest rates using the Corporation’s on- and off-balance sheet financial instruments as of September 30, 2025 and December 31, 2024. Interest rates are assumed to shift by parallel rate changes as shown in the table below. Further, deposits are assumed to have certain minimum rate levels below which they will not fall. It should be noted that the rate scenarios shown do not necessarily reflect the ALCO’s view of the “most likely” change in interest rates over the periods indicated.
| September 30, 2025 | December 31, 2024 | ||||||||||||||||
| Months 1 - 12 | Months 13 - 24 | Months 1 - 12 | Months 13 - 24 | ||||||||||||||
| 100 basis point rate decrease | (2.11) | % | (2.90 | %) | (1.83) | % | (0.53 | %) | |||||||||
| 200 basis point rate decrease | (3.94) | (5.57) | (3.78) | (1.67) | |||||||||||||
| 300 basis point rate decrease | (5.71) | (8.12) | (5.89) | (3.73) | |||||||||||||
| 100 basis point rate increase | 0.91 | 0.03 | (0.16) | (3.52) | |||||||||||||
| 200 basis point rate increase | 2.44 | 0.81 | 1.54 | (3.98) | |||||||||||||
| 300 basis point rate increase | 3.91 | 1.29 | 3.25 | (4.81) | |||||||||||||
The relative change in interest rate sensitivity from December 31, 2024, as shown in the above table, was attributable to changes in balance sheet composition and market interest rates. The changes included in-market deposit growth and also reflected the balance sheet repositioning transactions previously announced in December 2024, which included a reduction in loans and a lower level of wholesale funding. Lower levels of wholesale funding improve the Corporation’s interest rate exposure in rising rate scenarios, but have the opposite effect in declining rate scenarios because wholesale funding reprices more quickly and by a greater amount than the repricing of in-market deposits in response to changes in market rates.
The ALCO estimates that as interest rates change, interest-earning assets would reprice more quickly than interest-bearing liabilities. In-market deposit rate changes are modeled to lag behind other market interest rates in both pace and magnitude. In addition, prepayments of loans and securities generally increase as market interest rates decline and decrease as market interest rates rise.
Additionally, the Corporation monitors the potential change in market value of its available for sale debt securities in changing interest rate environments. The purpose is to determine market value exposure that may not be captured by income simulation, but which might result in changes to the Corporation’s capital position. Results are calculated using industry-standard analytical techniques and securities data.
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Management's Discussion and Analysis
The following table summarizes the potential change in market value of the Corporation’s available for sale debt securities as of September 30, 2025 and December 31, 2024 resulting from immediate parallel rate shifts:
| (Dollars in thousands) | |||||||||||
| Security Type | Down 100 Basis Points | Up 200 Basis Points | |||||||||
| Obligations of U.S. government-sponsored enterprise securities (callable) | $1,018 | ($1,950) | |||||||||
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises | 47,094 | (114,474) | |||||||||
| Obligations of states and political subdivisions | 28 | (96) | |||||||||
| Trust preferred debt and other corporate debt securities | 69 | (150) | |||||||||
| Total change in market value as of September 30, 2025 | $48,209 | ($116,670) | |||||||||
| Total change in market value as of December 31, 2024 | $75,007 | ($140,027) | |||||||||
Critical Accounting Policies and Estimates
Estimates and assumptions are necessary in the application of certain accounting policies and procedures and can be susceptible to significant change. Critical accounting policies are defined as those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the Corporation’s financial condition or results of operations.
Management considers its accounting policy relating to the ACL on loans to be a critical accounting policy. There have been no material changes in the Corporation’s critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Recently Issued Accounting Pronouncements
See Note 2 to the Unaudited Consolidated Financial Statements for details of recently issued accounting pronouncements and their expected impact on the Corporation’s financial statements.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Information regarding quantitative and qualitative disclosures about market risk appears under Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the caption “Asset/Liability Management and Interest Rate Risk.”
For factors that could adversely impact Washington Trust’s future results of operations and financial condition, see Part II, Item 1A below and the section labeled “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as updated by our Quarterly Reports on Form 10-Q and other filings submitted to the SEC.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, the Corporation carried out an evaluation under the supervision and with the participation of the Corporation’s management, including the Corporation’s principal executive officer and principal financial officer, of the Corporation’s disclosure controls and procedures as of the period ended September 30, 2025. Based upon that evaluation, the principal executive officer and principal financial officer concluded that the Corporation’s disclosure controls and procedures are effective and designed to ensure that information required to be disclosed by the Corporation in the reports it files or submits under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Corporation’s management including its Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosures. The Corporation will continue to review and document its disclosure controls and procedures and consider such changes in future evaluations of the effectiveness of such controls and procedures, as it deems appropriate.
Internal Control Over Financial Reporting
There has been no change in the Corporation’s internal controls over financial reporting during the quarter ended September 30, 2025 that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. Other Information
Item 1. Legal Proceedings
The Corporation is involved in various claims and legal proceedings arising out of the ordinary course of business. Management is of the opinion, based on its review with counsel of the development of such matters to date, that the ultimate disposition of such matters will not materially affect the consolidated financial position or results of operations of the Corporation.
Item 1A. Risk Factors
There have been no material changes in the risk factors described in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 25, 2025.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table summarizes repurchases of shares of the Corporation’s common stock in the third quarter of 2025:
| Issuer Purchases of Equity Securities | ||||||||||||||
| Period | (a) Total number of shares purchased | (b) Average price paid per share | (c) Total number of shares purchased as part of publicly announced plans | (d) Maximum number of shares that may yet be purchased under plans | ||||||||||
| July 1 - 31, 2025 | 128,206 | $27.41 | 128,206 | 711,794 | ||||||||||
| August 1 - 31, 2025 | 108,597 | 26.91 | 108,597 | 603,197 | ||||||||||
| September 1 - 30, 2025 | — | — | — | 603,197 | ||||||||||
Total (1) | 236,803 | $27.18 | 236,803 | 603,197 | ||||||||||
(1)During the second quarter of 2025, the Board of Directors of the Corporation adopted the 2025 Repurchase Program, which authorizes the repurchase of up to 850,000 shares, or approximately 4% of the Corporation’s outstanding common stock. Repurchases under the 2025 Repurchase Program are conducted pursuant to a trading plan adopted by the Corporation that is designed to qualify under Rule 10b5-1 under the Exchange Act. The 2025 Repurchase Program commenced on May 15, 2025 and expires on May 15, 2026 and may be modified, suspended, or discontinued at any time.
Item 5. Other Information
Insider Trading Arrangements
During the three months ended September 30, 2025, none of the Corporation’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted terminated
Item 6. Exhibits
(a) Exhibits. The following exhibits are included as part of this Form 10-Q:
| Exhibit Number | |||||
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Filed herewith. | ||||
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Filed herewith. | ||||
32.1 | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Furnished herewith. (1) | ||||
| 101 | The following materials from Washington Trust Bancorp, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2025 formatted in Inline XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) related Notes to these consolidated financial statements. | ||||
| 104 | The cover page from the Corporation’s Quarterly Report on Form 10-Q for the period ended September 30, 2025 has been formatted in Inline XBRL and contained in Exhibit 101. | ||||
(1)These certifications are not “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference into any filing under the Securities Act or the Securities Exchange Act.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| WASHINGTON TRUST BANCORP, INC. | ||||||||||||||
| (Registrant) | ||||||||||||||
| Date: | November 6, 2025 | By: | /s/ Edward O. Handy III | |||||||||||
| Edward O. Handy III | ||||||||||||||
| Chairman and Chief Executive Officer | ||||||||||||||
| (principal executive officer) | ||||||||||||||
| Date: | November 6, 2025 | By: | /s/ Ronald S. Ohsberg | |||||||||||
| Ronald S. Ohsberg | ||||||||||||||
| Senior Executive Vice President, Chief Financial Officer, and Treasurer | ||||||||||||||
| (principal financial officer) | ||||||||||||||
| Date: | November 6, 2025 | By: | /s/ Maria N. Janes | |||||||||||
| Maria N. Janes | ||||||||||||||
| Executive Vice President, Chief Accounting Officer, and Controller | ||||||||||||||
| (principal accounting officer) | ||||||||||||||
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FAQ
What were WASH’s Q3 2025 earnings and EPS?
Net income was $10.8 million and diluted EPS was $0.56.
How did net interest income and provisions change in Q3 2025?
Net interest income rose to $38.8 million, while the provision for credit losses increased to $6.8 million.
What were Washington Trust’s deposits and assets at quarter‑end?
Deposits were $5.22 billion and total assets were $6.72 billion as of September 30, 2025.
Did funding mix change during the quarter?
FHLB advances declined to $791.0 million from $1.13 billion at December 31, 2024.
How did the securities portfolio affect equity?
Unrealized losses on AFS securities improved to $104.6 million, contributing to AOCL improving to $(84.8) million.
What dividend did WASH declare in Q3 2025?
A quarterly cash dividend of $0.56 per share was declared.
How many common shares were outstanding?
Common shares outstanding were 19,034,935 as of October 31, 2025.
Washington Tr Bancorp Inc
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