wash-20260512
| 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 | ||||||||||||||