
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~~February 2017, ~~2025~~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	~~The~~Nasdaq ~~NASDAQ~~Global ~~Stock~~Select 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 25.02 Departure ~~Results~~of Directors of ~~Operations~~Certain ~~and~~Officers; ~~Financial~~Election ~~Condition~~of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~October 20,~~February ~~2025~~17, ~~Washington Trust Bancorp~~2026, ~~Inc.~~the ~~issued~~Compensation a& ~~press~~Human ~~release~~Resources inCommittee ~~which~~(the it“Committee”) ~~disclosed~~of ~~unaudited~~the ~~financial~~Board ~~information~~of ~~related~~Directors toof ~~third~~Washington ~~quarter~~Trust ~~2025~~Bancorp, ~~consolidated earnings~~Inc. A ~~copy of~~ (the ~~press~~“Corporation”) ~~release~~and ~~relating~~the toCorporation’s ~~such~~subsidiary ~~announcement~~bank, ~~dated~~The ~~October 20,~~Washington ~~2025~~Trust Company, isof ~~attached~~Westerly ~~hereto~~(the as“Bank”), ~~Exhibit~~approved ~~99.1~~the ~~and~~Divisional isGrowth ~~incorporated~~Incentive ~~herein~~Plan by(the ~~reference~~“Plan”).

~~Pursuant~~The Plan, which is limited to ~~General~~the ~~Instructions~~Bank’s ~~B.2~~Chief ofCommercial ~~Form~~Banking ~~8-K~~Officer, ~~this~~Chief ~~information~~Retail ~~shall~~Banking ~~not~~Officer, beChief ~~deemed~~Wealth ~~“filed”~~Management ~~for~~Officer ~~purposes~~and ofChief ~~Section~~Retail 18Lending ofOfficer, ~~the~~is ~~Securities~~designed ~~Exchange~~to ~~Act~~provide ofthese ~~1934~~executives with an incentive to achieve certain goals including, asbut ~~amended~~not ~~(the~~limited ~~“Exchange~~to, ~~Act”)~~disciplined loan growth, orstrengthening ~~incorporated~~core bydeposit ~~reference~~funding, inmaintaining ~~any~~strong ~~filing~~asset quality, increasing revenue, and advancing key strategic initiatives. Payments under the ~~Securities~~Plan ~~Act~~will range from 0% to 150% of ~~1933,~~target asbased ~~amended,~~upon orachievement of goals. Any such payments will be considered awards under the ~~Exchange~~Washington ~~Act~~Trust Bancorp, ~~except~~Inc. 2022 Long Term Incentive Plan (“LTIP”) and are subject to the requirements of said LTIP. The Committee will serve as ~~shall~~administrator of the Plan and will be ~~expressly~~responsible ~~set~~for ~~forth~~establishing byperformance ~~specific~~metrics, ~~reference~~metric inweightings, ~~such~~payout aranges ~~filing~~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

99.1

Press release dated October 20, 2025*

10.1

Divisional Growth Incentive Plan

104

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

*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.

WASHINGTON TRUST BANCORP, INC.

Date:

~~October~~February 2018, ~~2025~~2026

By:

/s/ Ronald S. Ohsberg

Ronald S. Ohsberg

Senior Executive Vice President, Chief Financial Officer and Treasurer

Filing Compare · WASHINGTON TRUST BANCORP INC