0000737468FALSE00007374682025-10-202025-10-20
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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): October 20, 2025
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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 | The NASDAQ Stock Market LLC |
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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 2.02 Results of Operations and Financial Condition.
On October 20, 2025, Washington Trust Bancorp, Inc. issued a press release in which it disclosed unaudited financial information related to third quarter 2025 consolidated earnings. A copy of the press release relating to such announcement, dated October 20, 2025, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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.
Item 9.01 Financial Statements and Exhibits.
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| (d) | Exhibits. | | |
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| | Exhibit No. | | Exhibit |
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| | 99.1 | | Press release dated October 20, 2025* |
| | 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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| | *Furnished herewith | | |
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: | October 20, 2025 | | By: | /s/ Ronald S. Ohsberg |
| | | | Ronald S. Ohsberg |
| | | | Senior Executive Vice President, Chief Financial Officer and Treasurer |
