[8-K] Washington Trust Bancorp Inc Reports Material Event

Rhea-AI Filing Summary

Washington Trust Bancorp, Inc. disclosed that after discussing its approach to share buybacks on an earnings call for the quarter ended June 30, 2025, management has re-engaged in repurchases under its previously announced stock repurchase program. The CEO stated at a SMID Cap conference that changes in market conditions following the earnings call prompted the decision to resume repurchases.

The filing notes that specific details on the timing and amounts of repurchases made during the current quarter will be provided in the company’s Quarterly Report for the quarter ended September 30, 2025. The document also includes standard forward-looking statements describing risks that could affect future results.

Positive

• Company announced it has re-engaged in stock repurchases under its previously announced repurchase program
• Management signaled confidence by resuming buybacks in response to market conditions

Negative

• No specific dollar amounts, share counts, or timing for the resumed repurchases were disclosed in this filing
• Materiality cannot be assessed from this report because details will be provided later in the quarterly report

Insights

Financial Analyst

TL;DR: Management resumed share repurchases but disclosed no dollar amounts, limiting immediate valuation impact.

Re-engagement of a repurchase program can be value-accretive by reducing share count or signaling confidence in capital allocation, but this filing provides no quantitative detail. Without stated authorization size, executed amounts, or timing, investors cannot assess scale or near-term EPS impact. The disclosure that details will be reported in the next quarterly filing keeps transparency forthcoming, but near-term market reaction may hinge on those later figures.

Corporate Governance Expert

TL;DR: Resuming buybacks signals board/management willingness to deploy capital for shareholders; materiality depends on disclosed magnitude.

From a governance perspective, restarting repurchases after a pause shows active capital allocation oversight. The filing appropriately notifies the market and references the existing program rather than announcing a new authorization. However, the absence of repurchase metrics or limit information prevents assessment of governance implications such as opportunistic timing or potential conflicts with other capital needs. Full assessment requires the forthcoming quarterly disclosure.

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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): August 13, 2025

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			The NASDAQ Stock Market LLC

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 7.01    Regulation FD Disclosure.

On July 22, 2025, Washington Trust Bancorp, Inc. (the “Company”) held an earnings call for the quarter ended June 30, 2025. In response to an analyst’s question concerning the Company’s stock repurchase program, Edward Handy, the Company’s Chief Executive Officer, and Ronald Ohsberg, the Company’s Chief Financial Officer, indicated that they would continue to monitor market conditions and the Company’s needs before engaging in further stock repurchases.

On August 13, 2025, during his presentation at the 2025 SMID Cap Conference hosted by BofA Global Research, Mr. Handy announced that the Company, in response to changes in market conditions following the earnings call, has re-engaged in stock repurchases pursuant to the Company’s previously announced stock repurchase program. Details of the Company’s stock repurchases during this quarter will be disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

Pursuant to General Instructions B.2 of Form 8-K, this information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Forward-Looking Statements

This Current Report on Form 8-K contains statements that are “forward-looking statements.” We may also make forward-looking statements in other documents we file with the U.S. Securities and Exchange Commission ("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 from 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 actual or threatened tariffs imposed by the U.S. and foreign governments, 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 assets under administration;

•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.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Exhibit

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:

August 13, 2025

By:

/s/ Ronald S. Ohsberg

Ronald S. Ohsberg

Senior Executive Vice President, Chief Financial Officer and Treasurer

FAQ

What did Washington Trust (WASH) announce about share repurchases?

The company announced it has re-engaged in stock repurchases under its previously announced repurchase program, as stated in the current report.

When did management say they would monitor repurchases before acting?

During an earnings call for the quarter ended June 30, 2025, management said they would monitor market conditions and company needs before engaging in further repurchases.

Where will details of WASH's repurchases be disclosed?

The filing states that repurchase details for the quarter will be disclosed in the company’s Quarterly Report for the quarter ended September 30, 2025.

Did the filing provide amounts or timing for the repurchases?

No. The filing explicitly states that specific details on timing and amounts were not provided and will appear in the upcoming quarterly report.

What risks did the company note in connection with forward-looking statements?

The company listed various risks including economic conditions, interest rate volatility, credit losses, market volatility, regulatory changes, operational risks, and other factors that may affect future results.