0000737468FALSE00007374682026-02-172026-02-17
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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 17, 2026
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| WASHINGTON TRUST BANCORP, INC. |
(Exact Name of Registrant as Specified in Charter)
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| Rhode Island | | 001-32991 | | 05-0404671 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 23 Broad Street | |
| Westerly, | Rhode Island | 02891 |
| (Address of principal executive offices) | (Zip Code) |
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| (401) | 348-1200 |
| (Registrant's telephone number, including area code) |
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| N/A |
| (Former name or address, if changed from last report) |
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| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act: |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
COMMON STOCK, $.0625 PAR VALUE PER SHARE | WASH | Nasdaq Global Select Market |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
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| 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 financial accounting standards provided pursuant to Section 13(a) of the |
| Exchange Act. | ☐ |
Item 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 17, 2026, the Compensation & Human Resources Committee (the “Committee”) of the Board of Directors of Washington Trust Bancorp, Inc. (the “Corporation”) and the Corporation’s subsidiary bank, The Washington Trust Company, of Westerly (the “Bank”), approved the Divisional Growth Incentive Plan (the “Plan”).
The Plan, which is limited to the Bank’s Chief Commercial Banking Officer, Chief Retail Banking Officer, Chief Wealth Management Officer and Chief Retail Lending Officer, is designed to provide these executives with an incentive to achieve certain goals including, but not limited to, disciplined loan growth, strengthening core deposit funding, maintaining strong asset quality, increasing revenue, and advancing key strategic initiatives. Payments under the Plan will range from 0% to 150% of target based upon achievement of goals. Any such payments will be considered awards under the Washington Trust Bancorp, Inc. 2022 Long Term Incentive Plan (“LTIP”) and are subject to the requirements of said LTIP. The Committee will serve as administrator of the Plan and will be responsible for establishing performance metrics, metric weightings, payout ranges and scales, and participant award opportunities for each executive.
The foregoing description of the Divisional Growth Incentive Plan is not complete and is qualified in its entirety by reference to the Divisional Growth Incentive Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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| (d) | Exhibits. | | |
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| | Exhibit No. | | Exhibit |
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| | 10.1 | | Divisional Growth Incentive Plan |
| | 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | WASHINGTON TRUST BANCORP, INC. |
| Date: | February 18, 2026 | | By: | /s/ Ronald S. Ohsberg |
| | | | Ronald S. Ohsberg |
| | | | Senior Executive Vice President, Chief Financial Officer and Treasurer |
