Washington Trust (NASDAQ: WASH) plans 850K-share, 4.5% stock buyback

Rhea-AI Filing Summary

Washington Trust Bancorp, Inc. approved a new stock repurchase program authorizing the company to buy back up to 850,000 shares of its common stock, equal to approximately 4.5% of its current outstanding shares. The program will run from May 16, 2026 through May 16, 2027 and can be modified, suspended, or discontinued at any time. The actual timing and number of shares repurchased will depend on factors such as share price, regulatory and corporate requirements, market conditions, and the company’s liquidity needs and priorities. The company reported having about 19.1 million common shares outstanding as of April 30, 2026.

Insights

Bank capital allocation analyst

Washington Trust authorizes a flexible 850,000-share buyback over one year.

The board authorized a 2026 stock repurchase program for up to 850,000 common shares, about 4.5% of current outstanding stock. This gives Washington Trust Bancorp a tool to manage capital levels and adjust its share count based on conditions.

The program runs from May 16, 2026 to May 16, 2027 and may be modified, suspended, or discontinued. Execution will depend on share price, regulatory constraints, and other liquidity priorities, so actual repurchases could be below the 850,000-share authorization.

With approximately 19.1 million shares outstanding as of April 30, 2026, full use of the program would modestly reduce the share base. Future company communications and filings will show whether and how actively the authorization is used during the program period.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Repurchase authorization: 850,000 shares Authorization as % of outstanding: 4.5% Shares outstanding: 19.1 million shares +2 more

5 metrics

Repurchase authorization 850,000 shares Maximum common shares under 2026 repurchase program

Authorization as % of outstanding 4.5% Portion of current outstanding common stock

Shares outstanding 19.1 million shares Common stock outstanding as of April 30, 2026

Program start date May 16, 2026 Commencement of 2026 repurchase program

Program end date May 16, 2027 Expiration of 2026 repurchase program

Key Terms

stock repurchase program, common stock, Nasdaq Global Select Market, Inline XBRL

4 terms

stock repurchase program financial

"The Board of Directors ... has adopted a stock repurchase program ("2026 Repurchase Program")"

A stock repurchase program is when a company buys back its own shares from the market. This can make each remaining share more valuable and shows that the company believes its stock is a good investment. It’s like a business treating its shares like a limited resource, hoping to boost confidence and share prices.

common stock financial

"repurchase up to 850,000 shares of the Corporation’s common stock, $0.0625 par value per share"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Nasdaq Global Select Market financial

"COMMON STOCK, $.0625 PAR VALUE PER SHARE | WASH | Nasdaq Global Select Market"

A Nasdaq Global Select Market listing is the highest tier of stocks on the Nasdaq exchange, reserved for companies that meet the strictest financial, reporting and governance standards. For investors, it acts like a premium quality label—signaling larger, more transparent and better-governed companies that tend to offer greater liquidity and lower perceived risk compared with lower-tier listings, making it easier to buy, sell and evaluate shares.

Inline XBRL technical

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

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Understanding 8-K Material Events →

0000737468FALSE00007374682026-05-122026-05-12

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): May 12, 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 8.01    Other Items.

The Board of Directors of Washington Trust Bancorp, Inc. ("Corporation") has adopted a stock repurchase program ("2026 Repurchase Program"), which authorizes the repurchase up to 850,000 shares of the Corporation’s common stock, $0.0625 par value per share ("Common Stock"), or approximately 4.5% of its current outstanding shares of 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. The 2026 Repurchase Program will commence on May 16, 2026, and expire on May 16, 2027, and may be modified, suspended, or discontinued at any time. The Corporation had approximately 19.1 million shares of Common Stock outstanding as of April 30, 2026.

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:

May 12, 2026

By:

/s/ Ronald S. Ohsberg

Ronald S. Ohsberg

Senior Executive Vice President, Chief Financial Officer and Treasurer

FAQ

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

Washington Trust Bancorp announced a new 2026 stock repurchase program authorizing buybacks of up to 850,000 common shares. The program gives the board flexibility to repurchase shares over a defined period, subject to market conditions, regulatory requirements, and internal liquidity priorities.

How large is Washington Trust Bancorp’s 2026 share repurchase program?

The 2026 repurchase program authorizes Washington Trust Bancorp to buy back up to 850,000 common shares. This represents approximately 4.5% of its current outstanding common stock, providing a modest potential reduction in share count if the authorization is fully utilized during the program term.

What is the time frame for Washington Trust Bancorp’s 2026 buyback program?

The 2026 stock repurchase program will commence on May 16, 2026 and expire on May 16, 2027. During this period, Washington Trust Bancorp may repurchase shares from time to time, but the program can be modified, suspended, or discontinued at any point.

What factors will influence Washington Trust Bancorp’s actual share repurchases?

Actual repurchases under the program will depend on share price, corporate and regulatory requirements, market conditions, and other liquidity needs and priorities. These factors mean the company may repurchase less than the 850,000-share authorization, or vary activity over the program period.

How many shares of common stock does Washington Trust Bancorp currently have outstanding?

Washington Trust Bancorp reported approximately 19.1 million shares of common stock outstanding as of April 30, 2026. The 850,000-share repurchase authorization is sized relative to this base, corresponding to about 4.5% of the currently outstanding common shares.

Can Washington Trust Bancorp change or end the 2026 repurchase program early?

Yes. The company states the 2026 repurchase program may be modified, suspended, or discontinued at any time. This flexibility allows Washington Trust Bancorp to adjust or cease buybacks in response to changing market conditions, regulatory considerations, or internal capital and liquidity needs.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB