Washington Trust Bancorp (WASH) adopts divisional growth incentive plan for key executives

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Washington Trust Bancorp, Inc. adopted a new Divisional Growth Incentive Plan for key banking leaders. On February 17, 2026, the board’s Compensation & Human Resources Committee approved this plan for the Bank’s Chief Commercial Banking Officer, Chief Retail Banking Officer, Chief Wealth Management Officer and Chief Retail Lending Officer.

The plan is intended to reward these executives for achieving goals such as disciplined loan growth, stronger core deposit funding, maintaining solid asset quality, increasing revenue, and advancing strategic initiatives. Payouts can range from 0% to 150% of target, based on performance metrics set by the Committee, and all awards are granted under the existing 2022 Long Term Incentive Plan.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

02/18/2026 - 03:34 PM


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


WASHINGTON TRUST BANCORP, INC.

(Exact Name of Registrant as Specified in Charter)

Rhode Island

001-32991

05-0404671

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)


23 Broad Street
Westerly,	Rhode Island	02891
(Address of principal executive offices)		(Zip Code)


(401)			348-1200
(Registrant's telephone number, including area code)


N/A
(Former name or address, if changed from last report)


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:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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


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).


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 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.

(d)

Exhibits.

Exhibit No.

Exhibit

10.1

Divisional Growth Incentive Plan

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

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

Source: View Original Filing on SEC EDGAR

FAQ

What did Washington Trust Bancorp (WASH) approve in this 8-K filing?

Washington Trust Bancorp approved a new Divisional Growth Incentive Plan for select bank executives. The plan is designed to reward performance on goals like disciplined loan growth, core deposit funding, asset quality, revenue growth, and key strategic initiatives, all under the existing 2022 Long Term Incentive Plan.

Which executives are covered by Washington Trust Bancorp’s new Divisional Growth Incentive Plan?

The plan covers the Bank’s Chief Commercial Banking Officer, Chief Retail Banking Officer, Chief Wealth Management Officer and Chief Retail Lending Officer. It specifically targets leaders directly responsible for lending, deposits, and wealth operations, aligning their compensation with divisional growth and strategic execution metrics set by the committee.

How are payouts determined under Washington Trust Bancorp’s Divisional Growth Incentive Plan?

Payouts under the plan range from 0% to 150% of a target amount, depending on achievement of performance goals. The Compensation & Human Resources Committee sets performance metrics, weightings, payout ranges, scales, and award opportunities for each executive, then determines final payouts based on measured results.

How does the Divisional Growth Incentive Plan relate to WASH’s 2022 Long Term Incentive Plan?

Awards under the Divisional Growth Incentive Plan are granted as awards under Washington Trust Bancorp’s 2022 Long Term Incentive Plan. That means all payments remain subject to the LTIP’s existing requirements, governance, and conditions, integrating the new divisional incentives within the company’s broader long-term compensation framework.

What performance areas does Washington Trust’s new incentive plan emphasize?

The plan emphasizes disciplined loan growth, strengthening core deposit funding, maintaining strong asset quality, increasing revenue, and advancing key strategic initiatives. These focus areas tie executive rewards to both growth and risk management, aiming to align divisional leadership incentives with the bank’s broader financial and strategic objectives.

Who administers Washington Trust Bancorp’s Divisional Growth Incentive Plan?

The Compensation & Human Resources Committee of Washington Trust Bancorp’s board administers the plan. It is responsible for setting performance metrics, determining metric weightings, defining payout ranges and scales, and establishing each covered executive’s award opportunity, providing centralized oversight of the incentive structure.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 11.1 KB