grepcent / static financial knowledge base

WASHINGTON TRUST BANCORP INC (WASH)

CIK: 0000737468. SIC: 6022 State Commercial Banks. Latest 10-K as of: 2026-02-24.

SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6022 State Commercial Banks

SEC company page: https://www.sec.gov/edgar/browse/?CIK=737468. Latest filing source: 0000737468-26-000034.

Informational only - descriptive public-record data, not investment advice.

Business

Read WASH's verbatim Item 1 Business section from its latest 10-K: Business.

Risk Factors

Read WASH's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue229,048,000USD20252026-02-24
Net income52,244,000USD20252026-02-24
Assets6,621,694,000USD20252026-02-24

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-24. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000737468.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric2016201720182019202020212022202320242025
Revenue175,607,000184,340,000194,404,000200,494,000226,886,000228,829,000218,592,000193,238,000100,651,000229,048,000
Net income46,481,00045,925,00068,432,00069,118,00069,829,00076,870,00071,681,00048,176,000-28,059,00052,244,000
Diluted EPS2.702.643.933.964.004.394.112.82-1.632.71
Operating cash flow59,749,00059,385,00082,876,00073,435,00036,478,000100,812,000113,006,00031,603,00057,668,00080,310,000
Capital expenditures3,112,0002,779,0003,974,0003,132,0003,406,0003,490,0006,139,0005,048,0004,001,0002,005,000
Dividends paid24,637,00026,300,00029,312,00034,189,00035,499,00036,349,00037,647,00038,631,00038,397,00043,325,000
Share buybacks0.000.004,322,0000.009,479,0008,814,0000.007,361,000
Assets4,381,115,0004,529,850,0005,010,766,0005,292,659,0005,713,169,0005,851,127,0006,660,051,0007,202,847,0006,930,647,0006,621,694,000
Liabilities3,990,311,0004,116,566,0004,562,582,0004,789,167,0005,178,974,0005,286,319,0006,206,382,0006,730,161,0006,430,919,0006,078,110,000
Stockholders' equity390,804,000413,284,000448,184,000503,492,000534,195,000564,808,000453,669,000472,686,000499,728,000543,584,000
Free cash flow56,637,00056,606,00078,902,00070,303,00033,072,00097,322,000106,867,00026,555,00053,667,00078,305,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric2016201720182019202020212022202320242025
Net margin26.47%24.91%35.20%34.47%30.78%33.59%32.79%24.93%-27.88%22.81%
Return on equity11.89%11.11%15.27%13.73%13.07%13.61%15.80%10.19%-5.61%9.61%
Return on assets1.06%1.01%1.37%1.31%1.22%1.31%1.08%0.67%-0.40%0.79%
Liabilities / equity10.219.9610.189.519.699.3613.6814.2412.8711.18

Industry Peer Context

Each number-line places WASH against the min, median, and max of latest reported values among companies in the same SIC industry when at least three peers report that ratio.

Net margin peer context

WASH Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.WASH Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -52.5%Median 21.9%Max 46.5%WASH 22.8%

ROE peer context

WASH ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.WASH ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -22.0%Median 9.6%Max 17.5%WASH 9.6%

ROA peer context

WASH ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.WASH ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -2.3%Median 1.1%Max 2.5%WASH 0.8%

Financial Bridges

Waterfall figures reconcile reported SEC companyfacts components. Missing bridges are omitted when required components are not present for the same fiscal year.

Free cash flow = operating cash flow - capital expenditures

WASH FY2025 free cash flow bridge from reported figures.WASH FY2025 free cash flow bridge from reported figures.WASH free cash flow bridgeFY2025: operating cash flow less capital expendituresSource: SEC companyfacts FY2025.Free cash flow bridgeReported amount$0.0B$125.0M$250.0M$80.3MOperating cash flow-$2.0MCapex$78.3MFree cash flow

Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0000737468-26-000034; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0000737468-26-000034; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0000737468-26-000034; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment

Financial Charts

WASH revenue, last 5 periods. Source: SEC companyfacts FY2025.WASH revenue, last 5 periods. Source: SEC companyfacts FY2025.WASH RevenueLatest point: FY2025 = $229.0MSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000737468-26-000034; filed 2026-02-24. Concept: Revenues. Source concepts: us-gaap:Revenues.

WASH net income, last 5 periods. Source: SEC companyfacts FY2025.WASH net income, last 5 periods. Source: SEC companyfacts FY2025.WASH Net incomeLatest point: FY2025 = $52.2MSource: SEC companyfacts FY2025.Fiscal yearNet income-$250.0M$0.0B$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000737468-26-000034; filed 2026-02-24. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

WASH diluted eps, last 5 periods. Source: SEC companyfacts FY2025.WASH diluted eps, last 5 periods. Source: SEC companyfacts FY2025.WASH Diluted EPSLatest point: FY2025 = $2.71/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)-$2.00/share$0.00/share$6.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000737468-26-000034; filed 2026-02-24. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

WASH operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.WASH operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.WASH Operating cash flowLatest point: FY2025 = $80.3MSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000737468-26-000034; filed 2026-02-24. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

WASH capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.WASH capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.WASH Capital expendituresLatest point: FY2025 = $2.0MSource: SEC companyfacts FY2025.Fiscal yearCapital expenditures$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000737468-26-000034; filed 2026-02-24. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

WASH dividends paid, last 5 periods. Source: SEC companyfacts FY2025.WASH dividends paid, last 5 periods. Source: SEC companyfacts FY2025.WASH Dividends paidLatest point: FY2025 = $43.3MSource: SEC companyfacts FY2025.Fiscal yearDividends paid$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000737468-26-000034; filed 2026-02-24. Concept: PaymentsOfDividends. Source concepts: us-gaap:PaymentsOfDividends.

WASH share buybacks, last 5 periods. Source: SEC companyfacts FY2025.WASH share buybacks, last 5 periods. Source: SEC companyfacts FY2025.WASH Share buybacksLatest point: FY2025 = $7.4MSource: SEC companyfacts FY2025.Fiscal yearShare buybacks$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000737468-26-000034; filed 2026-02-24. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.

WASH assets, last 5 periods. Source: SEC companyfacts FY2025.WASH assets, last 5 periods. Source: SEC companyfacts FY2025.WASH AssetsLatest point: FY2025 = $6.6BSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$4.0B$8.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000737468-26-000034; filed 2026-02-24. Concept: Assets. Source concepts: us-gaap:Assets.

WASH liabilities, last 5 periods. Source: SEC companyfacts FY2025.WASH liabilities, last 5 periods. Source: SEC companyfacts FY2025.WASH LiabilitiesLatest point: FY2025 = $6.1BSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$4.0B$8.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000737468-26-000034; filed 2026-02-24. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

WASH stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.WASH stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.WASH Stockholders' equityLatest point: FY2025 = $543.6MSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$375.0M$750.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000737468-26-000034; filed 2026-02-24. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

WASH free cash flow, last 5 periods. Source: SEC companyfacts FY2025.WASH free cash flow, last 5 periods. Source: SEC companyfacts FY2025.WASH Free cash flowLatest point: FY2025 = $78.3MSource: SEC companyfacts FY2025.Fiscal yearFree cash flow$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000737468-26-000034; filed 2026-02-24. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000737468.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-301.14reported discrete quarter
2022-Q32022-09-301.08reported discrete quarter
2023-Q12023-03-3150,476,0000.74reported discrete quarter
2023-Q22023-06-3047,825,00011,256,0000.66reported discrete quarter
2023-Q32023-09-3048,977,00011,161,0000.65reported discrete quarter
2023-Q42023-12-3145,960,00012,947,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-3148,828,00010,936,0000.64reported discrete quarter
2024-Q22024-06-3048,245,00010,815,0000.63reported discrete quarter
2024-Q32024-09-3048,534,00010,981,0000.64reported discrete quarter
2024-Q42024-12-31-60,791,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-3159,065,00012,179,0000.63reported discrete quarter
2025-Q22025-06-3054,263,00013,245,0000.68reported discrete quarter
2025-Q32025-09-3056,469,00010,846,0000.56reported discrete quarter
2025-Q42025-12-3159,251,00015,974,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-3157,828,00012,600,0000.66reported discrete quarter

Quarterly Charts

WASH quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.WASH quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.WASH Quarterly RevenueLatest point: 2026-Q1 = $57.8MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Revenue$0.0B$125.0M$250.0M2023-Q12023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000737468-26-000101; filed 2026-05-07. Concept: Revenues. Source concepts: us-gaap:Revenues.

WASH quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.WASH quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.WASH Quarterly Net incomeLatest point: 2026-Q1 = $12.6MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Net income-$250.0M$0.0B$250.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000737468-26-000101; filed 2026-05-07. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

WASH quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.WASH quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.WASH Quarterly Diluted EPSLatest point: 2026-Q1 = $0.66/shareSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Diluted EPS (USD/share)$0.00/share$0.75/share$1.50/share2022-Q22022-Q32023-Q12023-Q22023-Q32024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000737468-26-000101; filed 2026-05-07. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0000737468-26-000101.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-05-07. Report date: 2026-03-31.

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Corporation’s Audited Consolidated Financial Statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2025, and in conjunction with the condensed Unaudited Consolidated Financial Statements and notes thereto included in Item 1 of this report.  Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results for the full-year ended December 31, 2026 or any future period.

Forward-Looking Statements

This report contains statements that are “forward-looking statements.”  We may also make forward-looking statements in other documents we file with the 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 than 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 ongoing armed conflicts, tariffs, inflation, current or future U.S. government shutdowns, 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 AUA;

•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, 2025, 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.

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Management's Discussion and Analysis

Non-GAAP Financial Measures and Reconciliation to GAAP

In addition to evaluating the Corporation’s results of operations in accordance with GAAP, management supplements this evaluation with an analysis of certain non-GAAP financial measures, such as adjusted noninterest income, adjusted noninterest expense, adjusted income before income taxes, adjusted income tax expense, adjusted effective tax rate, adjusted net income, adjusted diluted earnings per common share, adjusted return on average assets, and adjusted return on average equity.

We believe these non-GAAP financial measures are utilized by regulators and market analysts to evaluate the Corporation’s results of operations and financial condition, and therefore such information is useful to investors. In addition, these non-GAAP financial measures remove the impact of infrequent items that may obscure trends in the Corporation’s underlying performance. These disclosures should not be viewed as a substitute for financial results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures, which may be presented by other companies. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names.

Each presentation below reconciles the “as reported” GAAP measure to the adjusted non-GAAP measure.

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Management's Discussion and Analysis

The following table presents adjusted noninterest income, adjusted noninterest expense, adjusted income before income taxes, adjusted income tax expense, adjusted effective tax rate, and adjusted net income:

(Dollars in thousands, except per share amounts)
Three months ended March 31,20262025
Adjusted Noninterest Income:
Noninterest income, as reported$17,303$22,643
Less adjustments:
Gain on sale of bank-owned properties, net6,994
Adjusted noninterest income (non-GAAP)$17,303$15,649
Adjusted Noninterest Expense:
Noninterest expense, as reported$37,765$42,196
Less adjustments:
Pension plan settlement charge6,436
Adjusted noninterest expense (non-GAAP)$37,765$35,760
Adjusted Income Before Income Taxes:
Income before income taxes, as reported$16,063$15,669
Less: total adjustments, pre-tax558
Adjusted income before income taxes (non-GAAP)$16,063$15,111
Adjusted Income Tax Expense:
Income tax expense, as reported$3,463$3,490
Less: tax on total adjustments141
Adjusted income tax expense (non-GAAP)$3,463$3,349
Adjusted Effective Tax Rate:
Effective tax rate, as reported (1)21.6%22.3%
Less: impact of total adjustments0.1
Adjusted effective tax rate (non-GAAP) (2)21.6%22.2%
Adjusted Net Income:
Net income, as reported$12,600$12,179
Less: total adjustments, after-tax417
Adjusted net income (non-GAAP)$12,600$11,762

(1)Calculated as income tax expense divided by income before income taxes.

(2)Calculated as income tax expense, adjusted for the tax impact of the adjustments as outlined in the table above, divided by income before income taxes, adjusted for the pre-tax impact of the adjustments as outlined in the table above.

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Management's Discussion and Analysis

The following table presents adjusted diluted earnings per common share:

(Dollars in thousands, except per share amounts)
Three months ended March 31,20262025
Adjusted Diluted Earnings per Common Share:
Diluted earnings per common share, as reported (1)$0.66$0.63
Less: impact of total adjustments0.02
Adjusted diluted earnings per common share (non-GAAP) (2)$0.66$0.61

(1)Net income divided by weighted average diluted common and potential shares outstanding.

(2)Net income, adjusted for the after-tax impact of adjustments as outlined in the table above, divided by weighted average diluted common and potential shares outstanding.

The following table presents adjusted return on average assets and adjusted return on average equity:

(Dollars in thousands)
Three months ended March 31,20262025
Adjusted Return on Average Assets (1):
Net income, as reported$12,600$12,179
Less: total adjustments, after-tax417
Adjusted net income (non-GAAP)12,60011,762
Total average assets, as reported6,566,6866,765,057
Return on average assets (2)0.78%0.73%
Adjusted return on average assets (non-GAAP) (3)0.78%0.71%
Adjusted Return on Average Equity (1):
Net income, as reported$12,600$12,179
Less: total adjustments, after-tax417
Adjusted net income (non-GAAP)12,60011,762
Total average equity, as reported553,374513,048
Return on average equity (4)9.23%9.63%
Adjusted return on average equity (non-GAAP) (5)9.23%9.30%

(1)Annualized based on the actual number of days in the period.

(2)Net income divided by total average assets.

(3)Net income, adjusted for the after-tax impact of adjustments as outlined in the table above, divided by total average assets.

(4)Net income divided by total average equity.

(5)Net income, adjusted for the after-tax impact of adjustments as outlined in the table above, divided by total average equity.

Overview

Washington Trust offers a full range of financial services, including commercial, residential, and consumer lending, retail and commercial deposit products, and wealth management and trust services through its offices in Rhode Island, Massachusetts, and Connecticut.

Our largest source of operating income is net interest income, which is the difference between interest earned on loans and securities and interest paid on deposits and borrowings.  In addition, we generate noninterest income from a number of sources, including wealth management services, mortgage banking activities, and deposit services.  Our principal noninterest expenses include salaries and employee benefit costs, outsourced services (including software-as-a-service) provided by third-party vendors, occupancy and facility-related costs, and other administrative expenses.

-44-

Management's Discussion and Analysis

We continue to leverage our strong regional brand to build market share and remain steadfast in our commitment to provide superior service. We believe the key to future growth is providing customers with convenient in-person service and digital banking solutions.

Results of Operations

Summary

The following table presents a summarized consolidated statement of operations:

(Dollars in thousands)
Change
Three months ended March 31,20262025$%
Net interest income$40,525$36,422$4,10311%
Noninterest income17,30322,643(5,340)(24)
Total revenues57,82859,065(1,237)(2)
Provision for credit losses4,0001,2002,800233
Noninterest expense37,76542,196(4,431)(11)
Income before income taxes16,06315,6693943
Income tax expense3,4633,490(27)(1)
Net income$12,600$12,179$4213%
Adjusted net income (non-GAAP)$12,600$11,762$8387%

Net income totaled $12.6 million for the three months ended March 31, 2026, compared to $12.2 million reported for the same period in 2025. These results included the following infrequent transactions:

•In the first quarter of 2025, sale-leaseback transactions were completed for five branch

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-02-24. Report date: 2025-12-31.

ITEM 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following analysis is intended to provide the reader with a further understanding of the consolidated financial condition and results of operations of the Corporation for the periods shown.  For a full understanding of this analysis, it should be read in conjunction with other sections of this Annual Report on Form 10-K, including Part I, Item 1 “Business” and Part II, Item 8 “Financial Statements and Supplementary Data.”

Information pertaining to 2023 was included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, starting on page 31 under Part II, Item 7 “Management’s Discussion and Analysis of Results of Operations and Financial Condition,” which was filed with the SEC on February 25, 2025.

Non-GAAP Financial Measures and Reconciliation to GAAP

In addition to evaluating the Corporation’s results of operations in accordance with GAAP, management supplements this evaluation with an analysis of certain non-GAAP financial measures, such as adjusted noninterest income, adjusted income before income taxes, adjusted income tax expense, adjusted effective tax rate, adjusted net income, adjusted net income available to common shareholders, adjusted diluted earnings per common share, adjusted dividend payout ratio, adjusted return on average assets and adjusted return on average equity.

We believe these non-GAAP financial measures are utilized by regulators and market analysts to evaluate the Corporation’s results of operations and financial condition, and therefore such information is useful to investors. In addition, these non-GAAP financial measures remove the impact of infrequent items that may obscure trends in the Corporation’s underlying performance. These disclosures should not be viewed as a substitute for financial results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures, which may be presented by other companies. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names.

Each presentation below reconciles the “as reported” GAAP measure to the adjusted non-GAAP measure.

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Management's Discussion and Analysis

The following table presents adjusted noninterest income, adjusted noninterest expense, adjusted income before income taxes, adjusted income tax expense, adjusted effective tax rate, adjusted net income, and adjusted net income available to common shareholders:

(Dollars in thousands, except per share amounts)
Years Ended December 31,20252024
Adjusted Noninterest Income:
Noninterest income (loss), as reported$75,860($27,797)
Less adjustments:
Realized losses on securities, net(31,047)
Losses on sale of portfolio loans, net(62,888)
Gain on sale of bank-owned properties, net6,994988
Litigation settlement income2,100
Total adjustments, pre-tax6,994(90,847)
Adjusted noninterest income (non-GAAP)$68,866$63,050
Adjusted Noninterest Expense:
Noninterest expense, as reported$152,435$137,069
Less adjustments:
Pension plan settlement charge6,436
Total adjustments, pre-tax6,436
Adjusted noninterest expense (non-GAAP)$145,999$137,069
Adjusted Income Before Income Taxes:
Income (loss) before income taxes, as reported$67,413($38,818)
Less: total adjustments, pre-tax558(90,847)
Adjusted income before income taxes (non-GAAP)$66,855$52,029
Adjusted Income Tax Expense:
Income tax expense (benefit), as reported$15,169($10,759)
Less: tax on total adjustments141(21,920)
Adjusted income tax expense (non-GAAP)$15,028$11,161
Adjusted Effective Tax Rate:
Effective tax rate, as reported (1)22.5%27.7%
Less: impact of adjustments6.2
Adjusted effective tax rate (non-GAAP) (2)22.5%21.5%
Adjusted Net Income:
Net income (loss), as reported$52,244($28,059)
Less: total adjustments, after-tax417(68,927)
Adjusted net income (non-GAAP)$51,827$40,868
Adjusted Net Income Available to Common Shareholders:
Net income (loss) available to common shareholders, as reported$52,244($28,038)
Less: total adjustments available to common shareholders, after-tax417(68,906)
Adjusted net income available to common shareholders (non-GAAP)$51,827$40,868

(1)Calculated as income tax expense (benefit) divided by income (loss) before income taxes.

(2)Calculated as income tax expense (benefit), adjusted for the tax impact of the adjustments as outlined in the table above, divided by income (loss) before income taxes, adjusted for the pre-tax impact of the adjustments as outlined in the table above.

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Management's Discussion and Analysis

The following table presents adjusted diluted earnings per common share and adjusted dividend payout ratio:

(Dollars in thousands, except per share amounts)
Years Ended December 31,20252024
Adjusted Diluted Earnings per Common Share:
Diluted earnings (loss) per common share, as reported (1)$2.71($1.63)
Less: impact of adjustments0.02(4.00)
Adjusted diluted earnings per common share (non-GAAP) (2)$2.69$2.37
Adjusted Dividend Payout Ratio:
Cash dividends declared per share, as reported$2.24$2.24
Diluted earnings (loss) per common share, as reported2.71(1.63)
Less: impact of adjustments0.02(4.00)
Adjusted diluted earnings per common share (non-GAAP)$2.69$2.37
Dividend payout ratio, as reported (3)82.66%(137.42%)
Adjusted dividend payout ratio (non-GAAP) (4)83.27%94.51%

(1)Net income (loss) available to common shareholders divided by weighted average diluted common and potential shares outstanding.

(2)Net income (loss) available to common shareholders, adjusted for the after-tax impact of adjustments as outlined in the table above, divided by weighted average diluted common and potential shares outstanding.

(3)Cash dividends declared per share divided by diluted earnings (loss) per common share.

(4)Cash dividends declared per share divided by diluted earnings (loss) per common share, adjusted for the after-tax impact of adjustments as outlined in the table above.

The following table presents adjusted return on average assets and adjusted return on average equity:

(Dollars in thousands)
Years Ended December 31,20252024
Adjusted Return on Average Assets:
Net (loss) income, as reported$52,244($28,059)
Less: adjustments, after-tax417(68,927)
Adjusted net income (non-GAAP)51,82740,868
Total average assets, as reported6,698,4017,181,162
Return on average assets (1)0.78%(0.39%)
Adjusted return on average assets (non-GAAP) (2)0.77%0.57%
Adjusted Return on Average Equity:
Net (loss) income available to common shareholders, as reported$52,244($28,038)
Less: adjustments, after-tax417(68,906)
Adjusted net income available to common shareholders (non-GAAP)51,82740,868
Total average equity, as reported526,717479,777
Return on average equity (3)9.92%(5.84%)
Adjusted return on average equity (non-GAAP) (4)9.84%8.52%

(1)Net income (loss) divided by total average assets.

(2)Net income (loss), adjusted for the after-tax impact of adjustments as outlined in the table above, divided by total average assets.

(3)Net income (loss) available to common shareholders divided by total average equity.

(4)Net income (loss) available to common shareholders, adjusted for the after-tax impact of adjustments as outlined in the table above, divided by total average equity.

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Management's Discussion and Analysis

Overview

Washington Trust offers a full range of financial services, including commercial, residential and consumer lending, retail and commercial deposit products, and wealth management and trust services through its offices in Rhode Island, Massachusetts and Connecticut.

Our largest source of operating income is net interest income, which is the difference between interest earned on loans and securities and interest paid on deposits and borrowings.  In addition, we generate noninterest income from a number of sources, including wealth management services, mortgage banking activities, and deposit services.  Our principal noninterest expenses include salaries and employee benefit costs, outsourced services (including software-as-a-service) provided by third-party vendors, occupancy and facility-related costs, and other administrative expenses.

We continue to leverage our strong regional brand to build market share and remain steadfast in our commitment to provide superior service. We believe the key to future growth is providing customers with convenient in-person service and digital banking solutions. We plan to open a new full-service branch in Pawtucket, Rhode Island in the latter half of 2026.

Results of Operations

Summary

The following table presents a summarized consolidated statement of operations:

(Dollars in thousands)Change
Years Ended December 31,20252024$%
Net interest income$153,188$128,448$24,74019%
Noninterest income (loss)75,860(27,797)103,657373
Total revenues229,048100,651128,397128
Provision for credit losses9,2002,4006,800283
Noninterest expense152,435137,06915,36611
Income (loss) before income taxes67,413(38,818)106,231274
Income tax expense (benefit)15,169(10,759)25,928241
Net income (loss)$52,244($28,059)$80,303286%
Adjusted net income (non-GAAP)$51,827$40,868$10,95927%

Net income totaled $52.2 million for 2025, compared to a net loss of $28.1 million reported for 2024. These results included:

•In 2025, sale-leaseback transactions were completed for five branch locations and a pre-tax net gain on the sale of the bank-owned properties totaling $7.0 million was recognized within noninterest income.

•Also in 2025, and in connection with the termination of the Corporation's qualified pension plan, a pre-tax non-cash pension plan settlement charge of $6.4 million was recognized within noninterest expenses.

•In December 2024, the Bancorp completed an underwritten public offering of its common stock and used the $70.5 million in net proceeds to invest in the Bank and execute balance sheet repositioning transactions, including the sale of lower-yielding loans and securities, the purchase of debt securities, and the repayment of wholesale funding balances. As a result:

◦Included in noninterest income (loss) in 2024 was a net pre-tax realized loss of $31.0 million on the sale of available for sale debt securities.

◦Included in noninterest income (loss) in 2024 was a net pre-tax loss of $62.9 million when residential mortgage loans, that the Bank committed to sell, were reclassified to held for sale and written down to a fair value. The sale of these loans was completed on January 24, 2025.

◦The net proceeds from the equity offering and the loan sale were used to pay down wholesale funding balances in December 2024 and the first quarter of 2025.

•Also in 2024, noninterest income (loss) included a net gain of $988 thousand recognized on the sale of a bank-owned operations facility and income of $2.1 million associated with a litigation settlement.

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Management's Discussion and Analysis

Excluding these infrequent transactions, adjusted net income (non-GAAP) was $51.8 million in 2025, compared to $40.9 million in 2024. These results were driven by an increase in net interest income, largely reflecting the benefits of the balance sheet repositioning transactions mentioned above, and growth in wealth management and mortgage banking revenues, and were partially offset by higher salaries and benefits costs and an elevated provision for credit losses.

The following table presents a summary of performance metrics and ratios:

Years Ended December 31,20252024
Diluted earnings (loss) per common share$2.71($1.63)
Adjusted diluted earnings per common share (non-GAAP)$2.69$2.37
Return on average assets0.78%(0.39%)
Adjusted return on average assets (non-GAAP)0.77%0.57%
Return on average equity9.92%(5.84%)
Adjusted return on average equity (non-GAAP)9.84%8.52%

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Management's Discussion and Analysis

Average Balances/Net Interest Margin - Fully Taxable Equivalent Basis

The following table presents daily average balance, interest, and yield/rate information, as well as net interest margin on an FTE basis.  Tax-exempt income is converted to an FTE basis using the statutory federal income tax rate adjusted for applicable state income taxes net of the related federal tax benefit. Unrealized gains (losses) on available for sale securities, changes in fair value on mortgage loans held for sale, and basis adjustments associated with fair value hedges are excluded from the average balance and yield calculations. Nonaccrual loans, as well as interest recognized on these loans, are included in amounts presented for loans.

Years ended December 31,20252024Change
(Dollars in thousands)Average BalanceInterestYield/ RateAverage BalanceInterestYield/ RateAverage BalanceInterestYield/ Rate
Assets:
Cash and short-term investments$136,515$5,7884.24%$129,119$6,9775.40%$7,396($1,189)(1.16%)
Mortgage loans held for sale50,6092,5485.0334,0401,7755.2116,569773(0.18)
Taxable debt securities1,059,25536,5293.451,118,09227,8502.49(58,837)8,6790.96
Nontaxable debt securities650324.9218594.86465230.06
Total securities1,059,90536,5613.451,118,27727,8592.49(58,372)8,7020.96
FHLB stock40,0883,3708.4157,2864,7718.33(17,198)(1,401)0.08
Commercial real estate2,162,523124,5975.762,145,496135,3236.3117,027(10,726)(0.55)
Commercial & industrial550,95532,3365.87583,82737,6236.44(32,872)(5,287)(0.57)
Total commercial2,713,478156,9335.782,729,323172,9466.34(15,845)(16,013)(0.56)
Residential real estate2,091,74292,2114.412,537,903105,2534.15(446,161)(13,042)0.26
Home equity303,20220,6936.82302,98021,1366.98222(443)(0.16)
Other16,8498445.0118,2778824.83(1,428)(38)0.18
Total consumer320,05121,5376.73321,25722,0186.85(1,206)(481)(0.12)
Total loans5,125,271270,6815.285,588,483300,2175.37(463,212)(29,536)(0.09)
Total interest-earning assets6,412,388318,9484.976,927,205341,5994.93(514,817)(22,651)0.04
Noninterest-earning assets286,013253,95732,056
Total assets$6,698,401$7,181,162($482,761)
Liabilities and Shareholders’ Equity:
Interest-bearing demand deposits$678,515$25,0053.69%$550,652$24,1564.39%$127,863$849(0.70%)
NOW accounts672,8081,4230.21701,9891,5720.22(29,181)(149)(0.01)
Money market accounts1,196,80338,2733.201,127,96042,7103.7968,843(4,437)(0.59)
Savings accounts677,06412,0101.77489,9983,7040.76187,0668,3061.01
Time deposits (in-market)1,213,69244,7273.691,172,50047,5954.0641,192(2,868)(0.37)
Interest-bearing in-market deposits4,438,882121,4382.744,043,099119,7372.96395,7831,701(0.22)
Wholesale brokered time deposits48,7032,4575.04504,63826,3615.22(455,935)(23,904)(0.18)
Total interest-bearing deposits4,487,585123,8952.764,547,737146,0983.21(60,152)(22,203)(0.45)
FHLB advances885,66839,6354.481,312,39164,5394.92(426,723)(24,904)(0.44)
Junior subordinated debentures22,6811,3736.0522,6811,5937.02(220)(0.97)
Total interest-bearing liabilities5,395,934164,9033.065,882,809212,2303.61(486,875)(47,327)(0.55)
Noninterest-bearing demand deposits633,193664,557(31,364)
Other liabilities142,557154,019(11,462)
Shareholders’ equity526,717479,77746,940
Total liabilities and shareholders’ equity$6,698,401$7,181,162($482,761)
Net interest income (FTE)$154,045$129,369$24,676
Interest rate spread1.91%1.32%0.59%
Net interest margin2.40%1.87%0.53%

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Management's Discussion and Analysis

Interest income amounts presented in the preceding table include the following adjustments for taxable equivalency:

(Dollars in thousands)
Years ended December 31,20252024Change
Commercial loans$858$916($58)
Nontaxable debt securities211
Total$860$917($57)

Net Interest Income

Net interest income, the primary source of our operating income, totaled $153.2 million and $128.4 million, respectively, for 2025 and 2024.

Net interest income is affected by the level of and changes in interest rates, and changes in the amount and composition of interest-earning assets and interest-bearing liabilities. Net interest income may also include the periodic recognition of prepayment penalty fee income associated with commercial loan payoffs. Prepayment penalty fee income amounted to $580 thousand (or a 1 basis point benefit to NIM) in 2025. Prepayment penalty fee income and its impact on NIM was insignificant in 2024. The analysis of net interest income, NIM and the yield on loans is also impacted by changes in the level of net amortization of premiums and discounts on securities and loans, which is included in interest income. As noted in the Consolidated Statements of Cash Flows, net amortization of premiums and discounts on securities and loans (a net reduction to net interest income) amounted to $1.1 million in 2025, compared to $1.3 million in 2024.

The improvement in net interest income, FTE net interest income and NIM discussed below largely reflected benefits from the balance sheet repositioning transactions previously announced in December 2024, which included the sale of lower-yielding debt securities and residential real estate loans, reinvestment into higher-yielding debt securities, and pay-down of higher-cost FHLB advances and wholesale brokered time deposits.

The following discussion presents net interest income on an FTE basis by adjusting income and yields on tax-exempt loans to be comparable to taxable loans.

FTE net interest income in 2025 amounted to $154.0 million, up by $24.7 million, or 19%, from 2024. Decreases in average interest-bearing liability balances net of decreases in average interest-earning assets, increased net interest income by $9.5 million in 2025. Decreases in funding costs outpaced decreases in asset yields, increasing net interest income by $15.2 million in 2025. NIM was 2.40% in 2025, up by 53 basis points from 1.87% in 2024.

Total average securities for 2025 decreased by $58.4 million, or 5%, from 2024, primarily due to routine pay downs. The FTE rate of return on securities was 3.45% in 2025, up by 96 basis points from 2024.

Total average loan balances decreased by $463.2 million, or 8%, from 2024, largely reflecting a decrease in residential real estate loans. The yield on total loans in 2025 was 5.28%, down by 9 basis points from 2024.

FHLB advances and brokered time deposits are utilized as wholesale funding sources. Wholesale funding balances decreased in 2025, largely reflecting benefits from the balance sheet repositioning transactions mentioned above, as well as in-market deposit growth. Rates paid on wholesale funding have declined from the prior year reflecting lower market interest rates. The average balance of FHLB advances for 2025 decreased by $426.7 million, or 33%, from 2024. The average rate paid on such advances in 2025 was 4.48%, down 44 basis points from 2024. Included in total average interest-bearing deposits were wholesale brokered deposits, which decreased by $455.9 million, or 90%, from 2024. The average rate paid on wholesale brokered deposits in 2025 was 5.04%, down by 18 basis points from 2024.

Average in-market interest-bearing deposits, which excludes wholesale brokered deposits, increased by $395.8 million, or 10%, from 2024, reflecting increases across most deposit categories. The average rate paid on in-market interest-bearing deposits in 2025 was 2.74%, down by 22 basis points from 2024, largely reflecting lower market interest rates. The average balance of noninterest-bearing demand deposits for 2025 decreased by $31.4 million, or 5%, from 2024.

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Management's Discussion and Analysis

Volume/Rate Analysis - Interest Income and Expense (FTE Basis)

The following table presents certain information on an FTE basis regarding changes in our interest income and interest expense for the period indicated.  The net change attributable to both volume and rate has been allocated proportionately.

(Dollars in thousands)Changes Due To
Years Ended December 31, 2025 vs. 2024VolumeRateNet Change
Interest on interest-earning assets:
Cash and short-term investments$380($1,569)($1,189)
Mortgage loans held for sale836(63)773
Taxable debt securities(1,536)10,2158,679
Nontaxable debt securities2323
Total securities(1,513)10,2158,702
FHLB stock(1,446)45(1,401)
Commercial real estate1,074(11,800)(10,726)
Commercial & industrial(2,056)(3,231)(5,287)
Total commercial(982)(15,031)(16,013)
Residential real estate(19,345)6,303(13,042)
Home equity16(459)(443)
Other(70)32(38)
Total consumer(54)(427)(481)
Total loans(20,381)(9,155)(29,536)
Total interest income(22,124)(527)(22,651)
Interest on interest-bearing liabilities:
Interest-bearing demand deposits5,074(4,225)849
NOW accounts(71)(78)(149)
Money market accounts2,499(6,936)(4,437)
Savings accounts1,8546,4528,306
Time deposits (in-market)1,616(4,484)(2,868)
Interest-bearing in-market deposits10,972(9,271)1,701
Wholesale brokered time deposits(23,025)(879)(23,904)
Total interest-bearing deposits(12,053)(10,150)(22,203)
FHLB advances(19,532)(5,372)(24,904)
Junior subordinated debentures(220)(220)
Total interest expense(31,585)(15,742)(47,327)
Net interest income (FTE)$9,461$15,215$24,676

Provision for Credit Losses

The provision for credit losses results from management’s review of the adequacy of the ACL. The ACL is management’s estimate, at the reporting date, of expected lifetime credit losses and includes consideration of current forecasted economic conditions. Estimating an appropriate level of ACL necessarily involves a high degree of judgment.

The following table presents the provision for credit losses:

(Dollars in thousands)Change
Years ended December 31,20252024$%
Provision for credit losses on loans$9,500$2,900$6,600228%
Provision for credit losses on unfunded commitments(300)(500)20040
Provision for credit losses$9,200$2,400$6,800283%

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Management's Discussion and Analysis

The increase in the provision for credit losses in 2025 reflected the impact of charge-offs on two commercial loan relationships. Net charge-offs totaled $14.2 million, or 0.28% of average loans in 2025, compared to $2.0 million, or 0.04% of average loans in 2024. See additional discussion regarding these two commercial loan relationships, other credit quality details and discussion regarding the ACL under the caption “Asset Quality” below.

Noninterest Income

Noninterest income is an important source of revenue for Washington Trust.  The principal categories of noninterest income are shown in the following table:

(Dollars in thousands)Change
Years Ended December 31,20252024$%
Noninterest income:
Wealth management revenues$41,236$39,054$2,1826%
Mortgage banking revenues12,08910,9811,10810
Card interchange fees5,1364,9961403
Service charges on deposit accounts3,2363,0322047
Loan related derivative income2,1294671,662356
Income from bank-owned life insurance3,3493,04130810
Realized losses on securities, net(31,047)31,047100
Losses on the sale of portfolio loans, net(62,888)62,888100
Gain on sale of bank-owned properties, net6,9949886,006608
Other income1,6913,579(1,888)(53)
Total noninterest income (loss)$75,860($27,797)$103,657373%
Adjusted noninterest income (non-GAAP)$68,866$63,050$5,8169%

Noninterest Income Analysis

Noninterest income amounted to $75.9 million in 2025, compared to a loss of $27.8 million in 2024. As described above, total noninterest income was impacted by infrequent transactions in both years. Excluding the impact of these transactions, adjusted noninterest income (non-GAAP) was $68.9 million in 2025, compared to $63.1 million in 2024, up by $5.8 million, or 9%.

Wealth management revenues represent our largest source of noninterest income. A substantial portion of wealth management revenues is dependent on the value of wealth management AUA and is closely tied to the performance of the financial markets. This portion of wealth management revenues is referred to as “asset-based” and includes trust and investment management fees. Wealth management revenues also include “transaction-based” revenues that are not primarily derived from the value of assets.

The categories of wealth management revenues are shown in the following table:

(Dollars in thousands)Change
Years Ended December 31,20252024$%
Wealth management revenues:
Asset-based revenues$40,570$38,008$2,5627%
Transaction-based revenues6661,046(380)(36)
Total wealth management revenues$41,236$39,054$2,1826%

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Management's Discussion and Analysis

The following table presents wealth management AUA balances:

(Dollars in thousands)20252024
Assets under administration at the end of period$7,777,250$7,077,802

In the third quarter of 2025, the Bank's registered investment adviser subsidiary purchased client advisory contracts from Lighthouse in an asset acquisition. The transaction closed on July 31, 2025, resulting in the acquisition of AUA totaling $195.4 million. See Note 8 to the Consolidated Financial Statements for additional disclosure.

Wealth management revenues for 2025 increased by $2.2 million, or 6%, from 2024, largely reflecting an increase in asset-based revenues. The increase in asset-based revenues correlated with the change in average AUA balances. The average balance of AUA increased by 7% over 2024, primarily reflecting net investment appreciation of AUA.

Mortgage banking revenues are dependent on mortgage origination volume and are sensitive to interest rates and the condition of housing markets. In 2025, loan origination activities increased in response to decreases in market interest rates. The composition of mortgage banking revenues and the volume of loans sold to the secondary market are shown in the following table:

(Dollars in thousands)Change
Years Ended December 31,20252024$%
Mortgage banking revenues:
Realized gains on loan sales, net (1)$9,909$8,776$1,13313%
Changes in fair value, net (2)72(1)737,300
Loan servicing fee income, net (3)2,1082,206(98)(4)
Total mortgage banking revenues$12,089$10,981$1,10810%
Loans sold to the secondary market (4)$476,729$416,141$60,58815%

(1)Includes gains on loan sales, commission income on loans originated for others, servicing right gains, and gains (losses) on forward loan commitments.

(2)Represents fair value changes on mortgage loans held for sale and forward loan commitments.

(3)Represents loan servicing fee income, net of servicing right amortization and valuation adjustments.

(4)Includes brokered loans (loans originated for others).

Mortgage banking revenues increased by $1.1 million, or 10%, in 2025. The increase in mortgage banking revenues largely reflected an increase in sales volume.

Loan related derivative income from interest rate swap contracts with commercial borrowers increased by $1.7 million in 2025, reflecting higher transaction volume.

Other income was down by $1.9 million, or 53%, from 2024, primarily due to the receipt of income associated with a litigation settlement as mentioned above.

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Management's Discussion and Analysis

Noninterest Expense

The following table presents noninterest expense comparisons:

(Dollars in thousands)Change
Years Ended December 31,20252024$%
Noninterest expense:
Salaries and employee benefits$91,768$86,260$5,5086%
Outsourced services16,93716,2586794
Net occupancy10,7369,78595110
Equipment3,5903,838(248)(6)
Legal, audit and professional fees2,8623,128(266)(9)
FDIC deposit insurance costs4,5805,513(933)(17)
Advertising and promotion2,9192,62629311
Amortization of intangibles762826(64)(8)
Pension plan settlement charge6,4366,436100
Other11,8458,8353,01034
Total noninterest expense$152,435$137,069$15,36611%
Adjusted noninterest expense (non-GAAP)$145,999$137,069$8,9307%

Noninterest Expense Analysis

Total noninterest expense amounted to $152.4 million in 2025, compared to $137.1 million in 2024. Total noninterest expense was impacted by the termination of the Corporation’s qualified pension plan, as described under the caption “Summary” above. Excluding the impact of this infrequent transaction, adjusted noninterest expense (non-GAAP) was $146.0 million in 2025, up by $8.9 million, or 7%, from 2024.

Salaries and employee benefits expense, the largest component of noninterest expense, increased by $5.5 million, or 6%, from 2024. This included higher levels of performance- and volume-based compensation, merit increases, and increased staffing levels.

Outsourced services includes software as a service and cloud computing software costs, as well as other third-party provided processing costs. Outsourced services expense increased by $679 thousand, or 4%, from 2024, reflecting changes in third-party provided services, including volume-related changes.

Net occupancy increased by $951 thousand, or 10%, primarily due to lease expense associated with the sale-leaseback transactions that were completed in the first quarter of 2025.

FDIC deposit insurance costs for the 2025 decreased by $933 thousand, or 17%, from 2024, reflecting the impact of a decline in average assets from a year ago and a lower FDIC deposit assessment rate.

Other noninterest expense for 2025 increased by $3.0 million, or 34%, from 2024. Included in this increase was a fourth quarter 2025 $1.0 million contribution made by Washington Trust to its charitable foundation, as well as system conversion costs associated with changes in technology, and increases across a variety of noninterest expense categories.

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Management's Discussion and Analysis

Income Taxes

The following table presents the Corporation’s income tax expense and effective tax rate for the periods indicated:

(Dollars in thousands)
Years ended December 31,20252024
Income tax expense (benefit)$15,169($10,759)
Adjusted income tax expense (non-GAAP)$15,028$11,161
Effective tax rate22.5%27.7%
Adjusted effective tax rate (non-GAAP)22.5%21.5%
Blended statutory rate25.0%25.3%

The effective tax rates differed from the federal rate of 21%, primarily due to state income tax expense, which was partially offset by benefits from tax-exempt income, income from BOLI, and federal tax credits. The blended statutory rates include the federal income tax rate of 21% and a blended state income tax rate net of a federal tax benefit.

In 2025, the Corporation recognized income tax expense of $15.2 million, compared to an income tax benefit of $10.8 million in 2024. The effective tax rate for 2025 was 22.5%, compared to a rate 27.7% for 2024. Income tax expense (benefit) was impacted by infrequent transactions, as described under the caption “Summary” above. Excluding the impact of these transactions, the adjusted effective tax rate (non-GAAP) increased to 22.5% in 2025 from 21.5% in 2024, reflecting changes in state tax exposure and a lower proportion of nontaxable income to adjusted pre-tax book income.

The Corporation’s net deferred tax assets amounted to $36.9 million at December 31, 2025, compared to $63.0 million at December 31, 2024. This decrease included the realization of a deferred tax asset established in December 2024 associated with the loans that were reclassified to held for sale and written down to fair value as part of the balance sheet repositioning transactions. This deferred tax asset was realized in January 2025 when the loan sale was completed. Excluding that item, the decrease largely reflected reductions in deferred tax assets associated with increases in fair value of securities available for sale. Management’s assessment considered the Corporation’s forecasted future taxable income, existing taxable temporary differences along with tax planning strategies. Management believes deferred tax assets, net of the valuation allowance, are more-likely-than-not to be realized.

See Note 11 to the Consolidated Financial Statements for additional information regarding income taxes.

Segment Reporting

The Corporation manages its operations through two reportable business segments, consisting of Banking and Wealth Management Services. See Note 18 to the Consolidated Financial Statements.

Banking

The following table presents a summarized statement of operations for the Banking business segment:

(Dollars in thousands)Change
Years Ended December 31,20252024$%
Net interest income$153,188$128,448$24,74019%
Provision for credit losses9,2002,4006,800283
Net interest income after provision for credit losses143,988126,04817,94014
Noninterest income33,887(69,609)103,496(149)
Noninterest expense119,914108,78911,12510
Income before income taxes57,961(52,350)110,311(211)
Income tax expense12,772(13,530)26,302(194)
Net income$45,189($38,820)$84,009(216%)

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Management's Discussion and Analysis

Net interest income for the Banking segment increased by $24.7 million, or 19%, from 2024. This improvement largely reflected benefits from the balance sheet repositioning transactions previously announced in December 2024. See additional discussion under the caption “Net Interest Income” above.

The provision for credit losses increased by $6.8 million from 2024, primarily due to elevated charge-offs in 2025. See additional discussion under the caption “Provision for Credit Losses.”

Noninterest income derived from the Banking segment was $33.9 million, compared to a loss of $69.6 million in 2024. Noninterest income in 2025 included a net gain recognized on sale-leaseback transactions. Noninterest income in 2024 included net losses recognized on balance sheet repositioning transactions, as well as a net gain on sale of a bank-owned operations facility. Excluding these items, Banking noninterest income increased by $3.4 million, or 14%, largely reflecting higher loan related derivative income and mortgage banking revenues. See additional discussion under the caption “Noninterest Income” above.

Banking noninterest expenses were up by $11.1 million, or 10%, from 2024. Included in 2025 was $4.9 million of the total pension plan settlement charge that was allocated to the Banking segment. Excluding this item, noninterest expenses for the Banking segment increased by $6.2 million, or 6%, reflecting increases in salaries and employee benefits expense, net occupancy, outsourced services, system conversion costs and charitable contribution expense. These increases were partially offset by a decrease in FDIC insurance costs. See additional disclosure under the caption “Noninterest Expense” above.

Wealth Management Services

The following table presents a summarized statement of operations for the Wealth Management Services business segment:

(Dollars in thousands)Change
Years Ended December 31,20252024$%
Net interest income$—$—$—%
Noninterest income41,97341,812161
Noninterest expense32,52128,2804,24115
Income before income taxes9,45213,532(4,080)(30)
Income tax expense2,3972,771(374)(13)
Net income$7,055$10,761($3,706)(34%)

Noninterest income for the Wealth Management Services segment was $42.0 million, up by $161 thousand, or 0.4%, from 2024. Included in 2024 was income of $2.1 million associated with a litigation settlement. Excluding the impact of this item, Wealth Management Services noninterest income increased by $2.3 million, or 6%, largely reflecting an increase in asset-based revenues. See further discussion of wealth management revenues under the caption “Noninterest Income” above.

Noninterest expenses for the Wealth Management Services segment increased by $4.2 million, or 15%, compared to 2024. Included in 2025 was $1.5 million of the total pension plan settlement charge that was allocated to the Wealth Management Services segment. Excluding this item, noninterest expenses for the Wealth Management Services segment increased by $2.7 million, or 10%, largely reflecting increases in salaries and employee benefits expense. See additional discussion under the caption “Noninterest Expense” above.

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Management's Discussion and Analysis

Financial Condition

Summary

The following table presents selected financial condition data:

(Dollars in thousands)Change
December 31,20252024$%
Mortgage loans held for sale, at lower of cost or market$—$281,706($281,706)(100%)
Available for sale debt securities940,342916,30524,0373
Total loans5,134,3885,137,838(3,450)
Allowance for credit losses on loans37,23641,960(4,724)(11)
Total assets6,621,6946,930,647(308,953)(4)
Total deposits5,269,9905,115,800154,1903
FHLB advances626,0001,125,000(499,000)(44)
Total shareholders’ equity543,584499,72843,8569

Mortgage loans held for sale at lower of cost or market decreased from the end of 2024. As part of the previously disclosed balance sheet repositioning transactions, residential mortgage loans that were held in portfolio were reclassified to held for sale at December 31, 2024. On January 24, 2025, the sale was completed and the cash proceeds received, along with in-market deposit growth, were used to pay down FHLB advances and wholesale brokered time deposits in 2025.

Securities

Investment security activity is monitored by the Investment Committee, the members of which also sit on the ALCO.  Asset and liability management objectives are the primary influence on the Corporation’s investment activities.  However, the Corporation also recognizes that there are certain specific risks inherent in investment activities.  The securities portfolio is managed in accordance with regulatory guidelines and established internal corporate investment policies that provide limitations on specific risk factors such as market risk, credit risk and concentration, liquidity risk, and operational risk to help monitor risks associated with investing in securities.  Reports on the activities conducted by the Investment Committee and the ALCO are presented to the Board of Directors on a regular basis.

The Corporation’s securities portfolio is managed to generate interest income, to implement interest rate risk management strategies, and to provide a readily available source of liquidity for balance sheet management. Securities are designated as either available for sale, held to maturity or trading at the time of purchase. The Corporation does not maintain a portfolio of trading securities and does not have securities designated as held to maturity. Securities available for sale may be sold in response to changes in market conditions, prepayment risk, rate fluctuations, liquidity, or capital requirements. Debt securities available for sale are reported at fair value, with any unrealized gains and losses excluded from earnings and reported as a separate component of shareholders’ equity, net of tax, until realized.

Determination of Fair Value

The Corporation uses an independent pricing service to obtain quoted prices. The prices provided by the independent pricing service are generally based on observable market data in active markets. The determination of whether markets are active or inactive is based upon the level of trading activity for a particular security class. Management reviews the independent pricing service’s documentation to gain an understanding of the appropriateness of the pricing methodologies. Management also reviews the prices provided by the independent pricing service for reasonableness based upon current trading levels for similar securities. If the prices appear unusual, they are re-examined and the value is either confirmed or revised. In addition, management periodically performs independent price tests of securities to ensure proper valuation and to verify our understanding of how securities are priced. As of December 31, 2025 and 2024, management did not make any adjustments to the prices provided by the pricing service.

Our fair value measurements generally utilize Level 2 inputs, representing quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, and model-derived valuations in which all significant input assumptions are observable in active markets.

See Notes 3 and 10 to the Consolidated Financial Statements for additional information regarding the determination of fair value of investment securities.

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Management's Discussion and Analysis

Securities Portfolio

The carrying amounts of securities held are as follows:

(Dollars in thousands)
December 31,20252024
Amount% of TotalAmount% of Total
Available for Sale Debt Securities:
Obligations of U.S. government agencies and U.S. government-sponsored enterprises$39,9584%$38,6124%
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises880,89494855,14794
Obligations of states and political subdivisions663655
Individual name issuer trust preferred debt securities6,10319,2211
Corporate bonds12,724112,6701
Total available for sale debt securities$940,342100%$916,305100%

The securities portfolio represented 14% of total assets at December 31, 2025, compared to 13% of total assets at December 31, 2024. The largest component of the securities portfolio is mortgage-backed securities, all of which are issued by U.S. government agencies or U.S. government-sponsored enterprises.

The securities portfolio increased by $24.0 million, or 3%, from the end of 2024. This included purchases of U.S. government agency mortgage-backed securities totaling $75.9 million, with a weighted average yield of 5.46% and an increase of $38.4 million (pre-tax) in the fair value of available for sale securities. These increases were partially offset by $89.2 million of routine pay-downs and maturities of mortgage-backed securities and calls of trust preferred debt securities.

The carrying amounts of available for sale debt securities as of December 31, 2025 and 2024, included net unrealized losses of $94.9 million and $133.3 million, respectively. The net unrealized losses were primarily concentrated in obligations of U.S. government agencies and U.S. government-sponsored enterprises, including mortgage-backed securities, and primarily attributable to relative changes in market interest rates since the time of purchase. See Note 3 to the Consolidated Financial Statements for additional information.

Federal Home Loan Bank Stock

The Bank is a member of the FHLB, which is a cooperative that provides services to its member banking institutions. The primary reason for the Bank’s membership is to gain access to a reliable source of wholesale funding in order to manage interest rate risk. The purchase of FHLB stock is a requirement for a member to gain access to funding. The Bank purchases FHLB stock in proportion to the volume of funding received and views the purchases as a necessary long-term investment for the purposes of balance sheet liquidity and not for investment return. The Bank’s investment in FHLB stock totaled $29.5 million at December 31, 2025, compared to $49.8 million at December 31, 2024. See Note 1 to the Consolidated Financial Statements for additional information.

Loans

We primarily serve individuals and businesses located in southern New England, and a substantial portion of our loans are secured by properties in southern New England. Total loans amounted to $5.1 billion at December 31, 2025, down by $3.5 million, or 0.1%, from the end of 2024.

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Management's Discussion and Analysis

The following table sets forth the composition of the Corporation’s loan portfolio:

(Dollars in thousands)
December 31,20252024
Amount%Amount%
Commercial:
Commercial real estate$2,183,98543%$2,154,50442%
Commercial & industrial564,08211542,47410
Total commercial2,748,067542,696,97852
Residential real estate:
Residential real estate (1)2,050,399402,126,17141
Consumer:
Home equity318,8626297,1196
Other17,06017,5701
Total consumer335,9226314,6897
Total loans$5,134,388100%$5,137,838100%

(1)Includes negative basis adjustments associated with fair value hedges of $335 thousand and $1.5 million, respectively, at December 31, 2025 and 2024. See Note 9 to the Consolidated Financial Statements for additional disclosure.

An analysis of the maturity and interest rate sensitivity of the Corporation’s loan portfolio as of December 31, 2025 follows:

(Dollars in thousands)CommercialConsumer
CRE (1)C&ITotal CommercialResidential Real Estate (2)Home EquityOtherTotal ConsumerTotal
Amounts due in:
One year or less$477,278$127,449$604,727$48,979$5,722$2,006$7,728$661,434
After one year to five years1,318,740325,6181,644,358207,47218,6227,24725,8691,877,699
After five years to fifteen years387,967110,705498,672650,49631,6346,51338,1471,187,315
After fifteen years3103101,143,452262,8841,294264,1781,407,940
Total$2,183,985$564,082$2,748,067$2,050,399$318,862$17,060$335,922$5,134,388
Interest rate terms on amounts due after one year:
Fixed rates$643,937$160,227$804,164$919,692$61,083$12,512$73,595$1,797,451
Variable rates1,062,770276,4061,339,1761,081,728252,0572,542254,5992,675,503

(1)Includes construction and development loans that will convert to repayment terms following the construction period and will be reclassified to either the CRE or C&I category.

(2)Includes homeowner construction loans. Maturities of homeowner construction loans are included based on their contractual conventional mortgage repayment terms following the completion of construction.

Generally, the actual maturity of loans is substantially shorter than their contractual maturity due to prepayments and, in the case of loans secured by real estate, due to payoff of loans upon the sale of the property by the borrower. The average life of loans secured by real estate tends to increase when market loan rates are higher than rates on existing portfolio loans and, conversely, tends to decrease when rates on existing portfolio loans are higher than market loan rates. Under the latter scenario, the average yield on portfolio loans tends to decrease as higher yielding loans are repaid or refinanced at lower rates. Due to the fact that the Bank may, consistent with industry practice, renew a significant portion of commercial loans at or immediately prior to their maturity by renewing the loans on substantially similar or revised terms, the principal repayments actually received by the Bank are anticipated to be significantly less than the amounts contractually due in any particular period. In other circumstances, a loan, or a portion of a loan, may not be repaid due to the borrower’s inability to satisfy the contractual terms of the loan.

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Management's Discussion and Analysis

Commercial Loans

The commercial loan portfolio represented 54% of total loans at December 31, 2025, compared to 52% of total loans at December 31, 2024.

In making commercial loans, we may occasionally solicit the participation of other banks. The Bank also participates in commercial loans originated by other banks. In such cases, these loans are individually underwritten by us using standards similar to those employed for our self-originated loans. Our participation in commercial loans originated by other banks amounted to $613.5 million and $685.7 million, respectively, at December 31, 2025 and 2024. Our participation in commercial loans originated by other banks also includes shared national credits. Shared national credits are defined as participations in loans or loan commitments of at least $100.0 million that are shared by three or more banks.

Commercial loans fall into two main categories, CRE and C&I loans. CRE loans consist of commercial mortgages secured by non-owner occupied real property where the primary source of repayment is derived from rental income associated with the property or the proceeds of the sale, refinancing or permanent financing of the property. CRE loans also include construction loans made to businesses for land development or the on-site construction of industrial, commercial, or residential buildings. C&I loans primarily provide working capital, equipment financing, and financing for other business-related purposes. C&I loans are frequently collateralized by equipment, inventory, accounts receivable, and/or general business assets.  A portion of the Bank’s C&I loans is also collateralized by owner occupied real estate.  C&I loans also include tax-exempt loans made to states and political subdivisions, as well as industrial development or revenue bonds issued through quasi-public corporations for the benefit of a private or non-profit entity where that entity rather than the governmental entity is obligated to pay the debt service.

From time to time, commercial loans may be reclassified between CRE and C&I categories, reflecting underlying changes in loans to/from owner occupied from/to non-owner occupied. Additionally, certain construction loans may be reclassified to C&I when the construction phase is complete and the loan transitions to permanent financing.

Commercial Real Estate Loans

CRE loans totaled $2.2 billion at December 31, 2025, up by $29.5 million, or 1%, from the balance at December 31, 2024. In 2025, CRE loan originations and advances amounted to $359.1 million and were largely offset by payments.

The following table presents a geographic summary of CRE loans by property location:

(Dollars in thousands)December 31, 2025December 31, 2024
Outstanding Balance% of TotalOutstanding Balance% of Total
Connecticut$816,53237%$839,07939%
Massachusetts713,85633663,02631
Rhode Island375,90517434,24420
Subtotal1,906,293871,936,34990
All other states277,69213218,15510
Total$2,183,985100%$2,154,504100%

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Management's Discussion and Analysis

Management considers the CRE portfolio to be well-diversified with loans across several property types. Other than the multi-family segment that is described further below, there were no other property types within the CRE portfolio that exceeded 10% of total loans. The following table presents a summary of CRE loans by property type segmentation:

(Dollars in thousands)December 31, 2025December 31, 2024
Outstanding Balance (1)% of CRE TotalOutstanding Balance (1)% of CRE Total
CRE Portfolio Segmentation:
Multi-family$667,38831%$567,24326%
Retail436,96120433,14620
Industrial and warehouse380,40317358,42517
Office237,70611289,85313
Hospitality230,54911213,58510
Healthcare facility156,8717205,85810
Mixed-use26,440129,0231
Other47,667257,3713
Total CRE loans$2,183,985100%$2,154,504100%
Construction & development loans outstanding, included above$86,682$102,245
Participation in CRE loans originated by other banks, included above (2)$518,493$574,816
Average CRE loan size (3)$5,217$5,255
Largest individual CRE loan outstanding$65,509$65,482

(1)Does not include unfunded commitments of $127.1 million and $168.3 million, respectively, as of December 31, 2025 and 2024.

(2)Includes shared national credit balances of $45.6 million and $84.7 million, respectively, as of December 31, 2025 and 2024. There were no classified shared national credit balances as of December 31, 2025, compared to $21.0 million of classified balances as of December 31, 2024.

(3)Total commitment (outstanding loan balance plus unfunded commitments) divided by number of loans.

Multi-family totaled $667.4 million as of December 31, 2025, and is our largest single CRE segment, representing 13% of total loans and 31% of the total CRE portfolio. This segment includes non-owner occupied residential properties consisting of four or more units that are rented to tenants. At December 31, 2025, the credit quality of the multi-family segment was 100% pass-rated. Also, there were no nonaccrual loans and there was one loan that was past due with respect to payment terms in this segment at December 31, 2025.

There continues to be heightened focus in the banking industry on the CRE office sector, given the continuation of remote work and elevated vacancies across the office market. As of December 31, 2025, Washington Trust’s CRE office loan segment totaled $237.7 million, or 5% of total loans and 11% of the total CRE loans. The loans are secured by non-owner occupied office properties, including medical office and lab space, located in our primary lending market area of southern New England - Massachusetts, Connecticut, and Rhode Island. Furthermore, approximately 66% of the CRE office segment balance of $237.7 million is secured by properties located in suburban areas. As of December 31, 2025, 100% of the CRE office segment was current with respect to payment terms, and 100% of the CRE office segment was on accruing status. Additionally, the credit quality of the CRE office loan segment was 73% pass-rated, 24% special mention and 3% classified as of December 31, 2025.

Commercial and Industrial Loans

C&I loans amounted to $564.1 million at December 31, 2025, up by $21.6 million, or 4%, from the balance at December 31, 2024. In 2025, C&I originations and advances amounted to $106.2 million and were largely offset by payments.

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Management's Discussion and Analysis

Management considers the C&I portfolio to be well-diversified with loans across several industries. The following table presents a summary of C&I loan by industry segmentation:

(Dollars in thousands)December 31, 2025December 31, 2024
Outstanding Balance (1)% of TotalOutstanding Balance (1)% of Total
C&I Portfolio Segmentation:
Healthcare and social assistance$150,06127%$126,54723%
Real estate rental and leasing57,1131063,99212
Transportation and warehousing55,3151055,78410
Educational services54,2451047,0929
Retail trade48,289941,1328
Accommodation and food services26,431512,3682
Manufacturing23,714432,1406
Finance and insurance22,727426,5575
Arts, entertainment and recreation22,043419,8614
Information21,843422,2654
Professional, scientific and technical services12,490210,8452
Public administration1,4482,186
Other68,3631181,70515
Total C&I loans$564,082100%$542,474100%
Participation in C&I loans originated by other banks, included above (2)$95,047$110,889
Average C&I loan size (3)$839$798
Largest individual C&I loan outstanding$33,001$25,333

(1)Does not include unfunded commitments of $306.9 million and $307.9 million, respectively, as of December 31, 2025 and 2024.

(2)Includes shared national credit balances of $72.0 million and $71.0 million, respectively, as of December 31, 2025 and 2024; all of which were pass-rated.

(3)Total commitment (outstanding loan balance plus unfunded commitments) divided by number of loans.

Healthcare and social assistance, our largest single C&I segment, totaled $150.1 million as of December 31, 2025, representing 3% of total loans and 27% of the total C&I portfolio. This segment includes specialty medical practices, elder services, and community and mental health centers. At December 31, 2025, the credit quality of the healthcare and social assistance segment was 89% pass-rated and 11% was special mention. Also, there were no nonaccrual loans and all loans were current with respect to payment terms at December 31, 2025.

Residential Real Estate Loans

The residential real estate loan portfolio represented 40% of total loans at December 31, 2025, compared to 41% of total loans at December 31, 2024.

Residential real estate loans held in portfolio amounted to $2.1 billion at December 31, 2025, down by $75.8 million, or 4%, from the balance at December 31, 2024, as loan originations were more than offset by payments.

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Management's Discussion and Analysis

The following is a geographic summary of residential real estate loans by property location:

(Dollars in thousands)December 31, 2025December 31, 2024
Amount% of TotalAmount% of Total
Massachusetts$1,433,92070%$1,530,84772%
Rhode Island469,00823443,23721
Connecticut125,8666128,9336
Subtotal2,028,794992,103,01799
All other states21,605123,1541
Total (1)$2,050,399100%$2,126,171100%

(1)Includes residential mortgage loans purchased from and serviced by other financial institutions totaling $38.5 million and $46.8 million, respectively, as of December 31, 2025 and 2024.

Included in the residential real estate loan portfolio are mortgage loans purchased from and serviced by other financial institutions. These loans are individually evaluated at time of purchase to Washington Trust’s underwriting standards and are secured by one- to four-family residential properties in southern New England and other states. Purchased residential mortgages serviced by others represented 2% of the total residential real estate loan portfolio at both December 31, 2025 and 2024, and were largely secured by properties located in Massachusetts.

Residential real estate loans are originated both for sale to the secondary market as well as for retention in the Bank’s loan portfolio. We also originate residential real estate loans for various investors in a broker capacity, including conventional mortgages and reverse mortgages. Residential real estate loan origination and refinancing activities are sensitive to interest rates and the conditions of housing markets.

The table below presents residential real estate loan origination activity:

(Dollars in thousands)
Years ended December 31,20252024
Amount% of TotalAmount% of Total
Originations for retention in portfolio (1)$176,75726%$92,46618%
Originations for sale to the secondary market (2)490,44174418,08082
Total$667,198100%$510,546100%

(1)Includes the full commitment amount of homeowner construction loans.

(2)Includes brokered loans (loans originated for others).

The table below presents residential real estate loan sales activity:

(Dollars in thousands)
Years ended December 31,20252024
Amount% of TotalAmount% of Total
Loans sold with servicing rights retained$41,8169%$128,91831%
Loans sold with servicing rights released (1)434,91391287,22369
Total$476,729100%$416,141100%

(1)Includes brokered loans (loans originated for others).

We have active relationships with various secondary market investors that purchase residential real estate loans we originate. In addition to managing our interest rate risk position and earnings through the sale of these loans, we are also able to manage our liquidity position through timely sales of residential real estate loans to the secondary market.

Loans are sold with servicing retained or released. Loans sold with servicing rights retained result in the capitalization of servicing rights. Loan servicing rights are included in other assets and are subsequently amortized as an offset to mortgage

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Management's Discussion and Analysis

banking revenues over the estimated period of servicing. The net balance of capitalized servicing rights amounted to $6.6 million and $7.7 million, respectively, as of December 31, 2025 and 2024. The balance of residential mortgage loans serviced for others, which are not included in the Consolidated Balance Sheets, amounted to $1.3 billion at December 31, 2025, compared to $1.4 billion at December 31, 2024.

Consumer Loans

The consumer loan portfolio represented 6% of total loans at December 31, 2025, compared to 7% at December 31, 2024.

Consumer loans include home equity loans and lines of credit and personal installment loans. Home equity lines of credit and home equity loans represented 95% of the total consumer portfolio at December 31, 2025. Our home equity line and home equity loan origination activities are conducted primarily in southern New England. The Bank estimates that approximately 45% of the combined home equity lines of credit and home equity loan balances are first lien positions or subordinate to other Washington Trust mortgages.

Also included in the consumer loan portfolio are purchased loans to individuals secured by general aviation aircraft. These loans were individually underwritten by us at the time of purchase using standards similar to those employed for self-originated consumer loans. At December 31, 2025, these purchased loans represented 3% of the total consumer loan portfolio, compared to 4% at December 31, 2024.

The consumer loan portfolio totaled $335.9 million at December 31, 2025, up by $21.2 million, or 7%, from December 31, 2024, largely reflecting increases in home equity lines and loans.

Investment in Bank-Owned Life Insurance

BOLI amounted to $115.1 million and $106.8 million, respectively, at December 31, 2025 and 2024. BOLI provides a means to mitigate increasing employee benefit costs.  The Corporation expects to benefit from the BOLI contracts as a result of the tax-free growth in cash surrender value and death benefits that are expected to be generated over time.  The purchase of the life insurance policy results in an income-earning asset on the Consolidated Balance Sheets that provides monthly tax-free income to the Corporation.  The largest risk to the BOLI program is credit risk of the insurance carriers.  To mitigate this risk, annual financial condition reviews are completed on all carriers.  BOLI is invested in the “general account” of quality insurance companies.  All such general account carriers were rated as investment grade at December 31, 2025 by credit rating agencies such as A.M. Best, Moody’s and S&P.  BOLI is included in the Consolidated Balance Sheets at its cash surrender value.  Increases in BOLI’s cash surrender value are reported as a component of noninterest income in the Consolidated Statements of Income (Loss).

Asset Quality

Management continually monitors the asset quality of the loan portfolio using all available information. The Board of Directors monitors credit risk management through two committees, the Finance Committee and the Audit Committee.  The Finance Committee has oversight responsibility for the credit granting function, including approval authority for credit granting policies, review of management’s credit granting activities and approval of large exposure credit requests.  The Audit Committee has oversight responsibility for the ERM program, which includes credit risk management activities performed by management such as the monitoring of the credit quality of the loan portfolio, conducting a credit review program and determining the adequacy of the ACL. The Audit Committee also approves the policy and methodology for establishing the ACL. These committees report the results of their respective oversight functions to the Board of Directors.  In addition, the Board of Directors receives information concerning asset quality measurements and trends on a regular basis.

In the course of resolving problem loans, the Corporation may choose to modify the contractual terms of certain loans. A loan that has been modified is considered a TLM when the modification is made to a borrower experiencing financial difficulty and the modification has a direct impact to the contractual cash flows. The decision to modify a loan, versus aggressively enforcing the collection of the loan, may benefit the Corporation by increasing the ultimate probability of collection. See Note 4 to the Consolidated Financial Statements for additional information regarding TLMs.

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Management's Discussion and Analysis

Nonperforming Assets

Nonperforming assets are typically comprised of nonaccrual loans and OREO.

The following table presents nonperforming assets and additional asset quality data:

(Dollars in thousands)
December 31,20252024
Commercial:
Commercial real estate$—$10,053
Commercial & industrial515
Total commercial10,568
Residential Real Estate:
Residential real estate11,09910,767
Consumer:
Home equity1,8241,972
Other
Total consumer1,8241,972
Total nonaccrual loans12,92323,307
OREO, net
Total nonperforming assets$12,923$23,307
Nonperforming assets to total assets0.20%0.34%
Nonperforming loans to total loans0.25%0.45%
Total past due loans to total loans0.22%0.23%
Allowance for credit losses on loans to total loans0.73%0.82%
Allowance for credit losses on loans to nonaccrual loans288.14%180.03%
Accruing loans 90 days or more past due$—$—

Nonaccrual Loans

Loans, with the exception of certain well-secured loans that are in the process of collection, are placed on nonaccrual status and interest recognition is suspended when such loans are 90 days or more overdue with respect to principal and/or interest, or sooner if considered appropriate by management. Loans are removed from nonaccrual status when they have been current as to principal and interest (generally for six months), the borrower has demonstrated an ability to comply with repayment terms, and when, in management’s opinion, the loans are considered to be fully collectible. During 2025, the Corporation made no changes in its practices or policies concerning the placement of loans into nonaccrual status.

Interest income that would have been recognized if loans on nonaccrual status had been current in accordance with their original terms was approximately $933 thousand in 2025, compared to $1.6 million in 2024.  Interest income attributable to these loans included in the Consolidated Statements of Income (Loss) amounted to approximately $646 thousand and $908 thousand, respectively, in 2025 and 2024.

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Management's Discussion and Analysis

The following table presents the activity in nonaccrual loans:

(Dollars in thousands)
Years ended December 31,20252024
Balance at beginning of period$23,307$44,618
Additions to nonaccrual status15,5158,284
Loans returned to accruing status(2,726)(14,410)
Loans charged-off(14,735)(2,413)
Payments, payoffs and other changes(8,438)(12,772)
Balance at end of period$12,923$23,307

The Corporation’s 2025 results were adversely impacted by charge-offs on two nonaccrual commercial loan relationships.

The first loan relationship was a C&I participation in a shared national credit to a telecom infrastructure construction contractor. The contractor filed for Chapter 11 bankruptcy in the second quarter of 2025 due to cash flow problems, and at that time, the Corporation placed the loan relationship on nonaccrual status. As of June 30, 2025, this individually analyzed collateral dependent relationship had a carrying value of $9.3 million, of which $1.4 million was past due. Utilizing the information available at that time, which included collateral valuations (estimated bids from the sale of the company and estimated recovery of receivables), management established a specific reserve of $2.3 million at June 30, 2025, which covered approximately 25% of the carrying value. Based on ensuing developments in the bankruptcy proceedings during the third quarter, which included bidders dropping out of the sale process, the company sold via auction on August 28, 2025 significantly below expectations. Additionally, the bank group, which included the Bank, approved the sale of the receivables on September 15, 2025. As a result of these updated recovery estimates, the Corporation revised its estimate of expected credit losses on this relationship and recognized a charge-off of $8.3 million in the third quarter. The remaining carrying value of $1.0 million as of September 30, 2025 was collected in October 2025.

The second loan was a CRE loan secured by an office property in our primary lending area of southern New England. This loan was previously placed on nonaccrual status in 2023 and was also modified and reported as a TLM. As of June 30, 2025, this individually analyzed collateral dependent loan had a carrying value of $4.3 million, net of previous charge-offs taken. Based on an appraisal received in the first quarter of 2025, management concluded that no additional specific reserve was warranted for this loan at June 30, 2025. In September 2025, the Corporation changed its exit strategy and decided to sell this loan. Late in September, the sale closed, proceeds of $1.2 million were received, and a charge-off of $3.0 million was recognized.

The following table presents additional detail on nonaccrual loans:

(Dollars in thousands)December 31, 2025December 31, 2024
Days Past DueDays Past Due
Current30-8990 or MoreTotal Nonaccrual% (1)Current30-8990 or MoreTotal Nonaccrual% (1)
Commercial:
Commercial real estate$—$—$—$—%$10,053$—$—$10,0530.47%
Commercial & industrial5155150.09
Total commercial10,05351510,5680.39
Residential Real Estate:
Residential real estate3,2284,8693,00211,0990.545,9752,4192,37310,7670.51
Consumer:
Home equity1,3471313461,8240.578322339071,9720.66
Other
Total consumer1,3471313461,8240.548322339071,9720.63
Total nonaccrual loans$4,575$5,000$3,348$12,9230.25%$16,860$3,167$3,280$23,3070.45%

(1)Percentage of nonaccrual loans to the total loans outstanding within the respective class.

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Management's Discussion and Analysis

There were no significant commitments to lend additional funds to borrowers whose loans were on nonaccrual status at December 31, 2025.

As of December 31, 2025, there were no nonaccrual commercial loans and the composition of nonaccrual loans was 100% residential and consumer. This compared to 55% residential and consumer and 45% commercial as of December 31, 2024.

Nonaccrual loans at December 31, 2025 totaled $12.9 million, down by $10.4 million from the end of 2024. This decline was concentrated in CRE office segment and reflected charge-offs, as well as a loan payoff and proceeds received on a note sale.

As of December 31, 2025, the balance of nonaccrual residential real estate loans was predominately secured by properties in Massachusetts, Connecticut and Rhode Island. Included in total nonaccrual residential real estate loans at December 31, 2025 were two loans purchased for portfolio and serviced by others totaling $506 thousand.  Management monitors the collection efforts of its third-party servicers as part of its assessment of the collectability of nonperforming loans.

Past Due Loans

The following table presents past due loans by class:

(Dollars in thousands)
December 31,20252024
Amount% (1)Amount% (1)
Commercial:
Commercial real estate$6480.03%$—%
Commercial & industrial79000.17
Total commercial6550.029000.03
Residential Real Estate:
Residential real estate9,0950.447,7410.36
Consumer:
Home equity1,6070.502,9470.99
Other260.153942.24
Total consumer1,6330.493,3411.06
Total past due loans$11,3830.22%$11,9820.23%

(1)Percentage of past due loans to the total loans outstanding within the respective class.

The composition of past due loans (loans past due 30 days or more) was 94% residential and consumer and 6% commercial at December 31, 2025. This compared to 92% residential and consumer and 8% commercial of December 31, 2024.

Total past due loans decreased by $599 thousand from the end of 2024.

Total past due loans included $8.3 million of nonaccrual loans as of December 31, 2025, compared to $6.4 million of as of December 31, 2024.

All loans 90 days or more past due at December 31, 2025 and 2024 were classified as nonaccrual.

Potential Problem Loans

The Corporation classifies certain loans as “substandard,” “doubtful,” or “loss” based on criteria consistent with guidelines provided by banking regulators.  Potential problem loans include classified accruing commercial loans that were less than 90 days past due at December 31, 2025 and other loans for which known information about possible credit problems of the related borrowers causes management to have doubts as to the ability of such borrowers to comply with the present loan repayment terms and which may result in disclosure of such loans as nonperforming at some time in the future.

Potential problem loans are not included in the amounts of nonaccrual presented above.  They are assessed for loss exposure using the methods described in Note 4 to the Consolidated Financial Statements under the caption “Credit Quality

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Management's Discussion and Analysis

Indicators.” Management cannot predict the extent to which economic conditions or other factors may impact borrowers and the potential problem loans.  Accordingly, there can be no assurance that other loans will not become 90 days or more past due, be placed on nonaccrual, become modified, or require increased allowance coverage and provision for credit losses on loans.

Management has identified $28.4 million in potential problem loans at December 31, 2025, compared to $28.2 million at December 31, 2024. As of December 31, 2025, the balance of potential problem loans largely consisted of two CRE office segment loans secured by properties in our primary lending market area. At December 31, 2025, these loans were current with respect to payment terms.

Allowance for Credit Losses on Loans

The ACL on loans is management’s estimate of expected lifetime credit losses on loans carried at amortized cost.  The ACL on loans is established through a provision for credit losses recognized in earnings. The ACL on loans is reduced by charge-offs on loans and is increased by recoveries of amounts previously charged off.

The Corporation’s general practice is to identify problem credits early. To determine if a loan should be charged-off, all possible sources of repayment are analyzed. Possible sources of repayment include the potential for future cash flows, the value of underlying collateral, and the strength of guarantors. Full or partial charge-offs are recognized as promptly as practicable when available information confirms that the collection of loan principal is unlikely. For collateral dependent loans, this confirming information may include an appraisal that reflects a shortfall between the value of the collateral and the carrying value of the loan or a deficiency balance following the sale of the collateral.

Appraisals are generally obtained with values determined on an “as is” basis from independent appraisal firms for real estate collateral dependent loans in the process of collection or when warranted by other deterioration in the borrower’s credit status. New appraisals are generally obtained for nonaccrual loans or when management believes it is warranted. The Corporation has continued to maintain appropriate professional standards regarding the professional qualifications of appraisers and has an internal review process to monitor the quality of appraisals.

The Corporation does not recognize a recovery when new appraisals indicate a subsequent increase in value.

The following table presents additional detail on the Corporation’s loan portfolio and associated allowance:

(Dollars in thousands)December 31, 2025December 31, 2024
LoansRelated AllowanceAllowance / LoansLoansRelated AllowanceAllowance / Loans
Individually analyzed loans$8,922$430.48%$16,591$1,5439.30%
Pooled (collectively evaluated) loans (1)5,125,80137,1930.735,122,72840,4170.79
Total$5,134,723$37,2360.73%$5,139,319$41,9600.82%

(1)The amount reported for pooled loans excludes negative basis adjustment associated with fair value hedges of $335 thousand and $1.5 million, respectively, at December 31, 2025 and December 31, 2024. See Note 9 to the Consolidated Financial Statements for additional disclosure.

The ACL on loans amounted to $37.2 million at December 31, 2025, down by $4.7 million, or 11%, from the balance at December 31, 2024. The ACL on loans as a percentage of total loans, also known as the reserve coverage ratio, was 0.73% at December 31, 2025, compared to 0.82% at December 31, 2024. ACL on loans as a percentage of nonaccrual loans was 288.14% at December 31, 2025, compared to 180.03% at December 31, 2024

Net charge-offs totaled $14.2 million, or 0.28% of average loans, in 2025, compared to $2.0 million, or 0.04% of average loans, in 2024. See additional discussion regarding charge-offs on two nonaccrual commercial loan relationships above under the caption “Nonaccrual Loans.”

Various loan loss allowance coverage ratios are affected by the timing and extent of charge-offs, particularly with respect to individually analyzed collateral dependent loans. The decrease in the ACL on loans from December 31, 2024 reflects the impact of elevated charge-offs in 2025, as well as net improvements in loss given default estimates and regression analysis results, which were reflective of the performance of the overall loan portfolio and changes in econometric forecasts. For

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Management's Discussion and Analysis

additional information regarding the ACL methodology, see Note 1 to the Consolidated Financial Statements, as well as disclosure under the caption “Critical Accounting Policies and Estimates.”

The ACL on loans is an estimate and ultimate losses may vary from management’s estimate. Deteriorating conditions or assumptions could lead to further increases in the ACL on loans; conversely, improving conditions or assumptions could lead to further reductions in the ACL on loans.

The following table presents the allocation of the ACL on loans by portfolio segment. The total ACL on loans is available to absorb losses from any segment of the loan portfolio.

(Dollars in thousands)December 31, 2025December 31, 2024
Allocated ACLACL to LoansLoans to Total Portfolio (1)Allocated ACLACL to LoansLoans to Total Portfolio (1)
Commercial:
Commercial real estate$19,7660.91%43%$26,4851.23%42%
Commercial & industrial9,7501.73117,2771.3410
Total commercial29,5161.075433,7621.2552
Residential Real Estate:
Residential real estate6,2700.31406,8320.3241
Consumer:
Home equity1,1860.3761,0310.356
Other2641.553351.911
Total consumer1,4500.4361,3660.437
Total ACL on loans at end of period$37,2360.73%100%$41,9600.82%100%

(1)Percentage of loans outstanding in respective class to total loans outstanding.

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Management's Discussion and Analysis

The following table reflects the activity in the ACL on loans during the years presented:

(Dollars in thousands)
December 31,202520242023
Balance at beginning of period$41,960$41,057$38,027
Charge-offs:
Commercial:
Commercial real estate5,7151,961373
Commercial & industrial8,69320837
Total commercial14,4082,169410
Residential real estate:
Residential real estate
Consumer:
Home equity
Other327244167
Total consumer327244167
Total charge-offs14,7352,413577
Recoveries:
Commercial:
Commercial real estate318
Commercial & industrial1392212
Total commercial4572212
Residential real estate:
Residential real estate1603
Consumer:
Home equity1819710
Other363732
Total consumer5423442
Total recoveries51141657
Net charge-offs14,2241,997520
Provision charged to earnings9,5002,9003,550
Balance at end of period$37,236$41,960$41,057
Net charge-offs to average loans0.28%0.04%0.01%

Sources of Funds

Our sources of funds include in-market deposits, wholesale brokered deposits, FHLB advances, other borrowings, and proceeds from the sales, maturities, and payments of loans and investment securities.  The Corporation uses funds to originate and purchase loans, purchase investment securities, conduct operations, expand the branch network, and pay dividends to shareholders.

Deposits

The Corporation offers a wide variety of deposit products to consumer and business customers.  Deposits provide an important source of funding for the Bank, as well as an ongoing stream of fee revenue.

The Bank is a participant in the DDM, ICS, and CDARS programs. The Bank uses these deposit sweep services to place customer and client funds into interest-bearing demand accounts, money market accounts, and/or time deposits issued by other participating banks. Customer and client funds are placed at one or more participating banks to ensure that each deposit customer is eligible for the full amount of FDIC insurance. As a program participant, we receive reciprocal amounts of

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Management's Discussion and Analysis

deposits from other participating banks. We consider these reciprocal deposit balances to be in-market deposits as distinguished from traditional wholesale brokered deposits.

The following table presents a summary of deposits:

(Dollars in thousands)December 31, 2025December 31, 2024Balance Change
Amount% of TotalAmount% of Total$%
Noninterest-bearing demand deposits$595,09211%$661,77613%($66,684)(10%)
Interest-bearing demand deposits (in-market)756,79414592,90412163,89028
NOW accounts715,11414692,8121422,3023
Money market accounts1,185,420221,154,7452330,6753
Savings accounts796,88715523,91510272,97252
Time deposits (in-market)1,220,683241,192,1102228,5732
Total in-market deposits5,269,9901004,818,26294451,7289
Wholesale brokered time deposits297,5386(297,538)(100)
Total deposits$5,269,990100%$5,115,800100%$154,1903%

Total deposits amounted to $5.3 billion at December 31, 2025, up by $154.2 million, or 3%, from December 31, 2024, reflecting increases in in-market deposits, partially offset by a decline in wholesale brokered time deposits.

In-market deposits, which exclude wholesale brokered deposits, were up by $451.7 million, or 9%, from the balance at December 31, 2024, largely reflecting increases in savings and interest-bearing demand deposits. Competition for deposits in our market area is strong, and continued demand for higher‑cost deposit products remains. Washington Trust remains focused on maintaining existing depositor relationships and supporting organic deposit growth.

There were no wholesale brokered time deposits at December 31, 2025, compared to $297.5 million at December 31, 2024. See disclosure regarding wholesale funding under the caption “Borrowings” below.

The following table presents a summary of the Bank’s uninsured deposits:

(Dollars in thousands)December 31, 2025December 31, 2024
Balance% of Total DepositsBalance% of Total Deposits
Uninsured Deposits:
Uninsured deposits (1)$1,417,12727%$1,363,68927%
Less: affiliate deposits (2)85,651294,7402
Uninsured deposits, excluding affiliate deposits1,331,476251,268,94925
Less: fully-collateralized preferred deposits (3)220,9374197,6384
Uninsured deposits, after exclusions$1,110,53921%$1,071,31121%

(1)Determined in accordance with regulatory reporting requirements, which includes affiliate deposits and fully-collateralized preferred deposits.

(2)    Uninsured deposit balances of Washington Trust Bancorp, Inc. and its subsidiaries that are eliminated in consolidation.

(3)    Uninsured deposits of states and political subdivisions, which are secured or collateralized as required by state law.

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Management's Discussion and Analysis

The following table presents the amount of time certificates of deposit in denominations of $250 thousand or more at December 31, 2025, maturing during the periods indicated:

(Dollars in thousands)
Three months or less$129,445
Over three months to six months139,120
Over six months to 12 months59,609
Over 12 months27,732
Total time deposits$355,906

Borrowings

Borrowings primarily consist of FHLB advances, which are used as a source of funding for liquidity and interest rate risk management purposes. FHLB advances totaled $626.0 million at December 31, 2025, down by $499.0 million from the balance at the end of 2024. For additional information regarding FHLB advances see Note 13 to the Consolidated Financial Statements.

Both FHLB advances and wholesale brokered time deposits decreased from the end of 2024, reflecting increases in in-market deposits, the redeployment of cash resulting from the previously disclosed balance sheet repositioning transactions, and timing of liquidity management activities.

Liquidity and Capital Resources

Liquidity Management

The Corporation proactively manages its liquidity and cash flow requirements with the intent to maintain stable, cost-effective funding and to promote the strength of its overall balance sheet. The liquidity position of the Corporation is continuously monitored by management and adjustments are made to appropriately balance sources and uses of funds, as needed. For further details surrounding the Corporation’s liquidity risks and related strategy, see the “Risk Management – Liquidity Risk Management” section below.

Capital Resources

Total shareholders’ equity amounted to $543.6 million at December 31, 2025, up by $43.9 million from December 31, 2024. The net increase primarily reflected net income of $52.2 million and an improvement of $39.9 million in the AOCL component of shareholders' equity, partially offset by a dividend declarations of $43.5 million and a net increase in treasury stock of $6.1 million. See Note 19 to the Consolidated Financial Statements for additional disclosure regarding changes in AOCL. The net increase in treasury stock included the Corporation’s repurchase of 267,658 shares, at an average price of $27.26 and a total cost of $7.4 million, under its 2025 Repurchase Program.

Washington Trust declared dividends of $2.24 per share in 2025, unchanged from dividends per share declared in 2024. The dividend payout ratio was 82.7 % in 2025, compared to (137.4%) in 2024. The adjusted dividend payout ratio (non-GAAP) was 83.3% in 2025, compared to 94.5% in 2024.

The ratio of total equity to total assets amounted to 8.21% at December 31, 2025, compared to a ratio of 7.21% at December 31, 2024.  Book value per share was $28.56 at December 31, 2025, compared to $25.93 at December 31, 2024.

The Bancorp and the Bank are subject to various regulatory capital requirements and are considered “well capitalized,” with a total risk-based capital ratio of 12.95% at December 31, 2025, compared to 12.47% at December 31, 2024.

See Note 14 to the Consolidated Financial Statements for additional discussion regarding shareholders’ equity.

Risk Management

The Corporation has a comprehensive ERM program through which the Corporation identifies, measures, monitors and controls current and emerging material risks.

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Management's Discussion and Analysis

The Board of Directors is responsible for oversight of the ERM program. The ERM program enables the aggregation of risk across the Corporation and ensures the Corporation has the tools, programs and processes in place to support informed decision making, to anticipate risks before they materialize and to maintain the Corporation’s risk profile consistent with its risk strategy. The Board of Directors has approved an ERM Policy that addresses each category of risk. The risk categories include: credit risk, interest rate risk, liquidity risk, price and market risk, compliance risk, strategic and reputation risk, and operational risk. A description of each risk category is provided below.

Credit risk represents the possibility that borrowers or other counterparties may not repay loans or other contractual obligations according to their terms due to changes in the financial capacity, ability and willingness of such borrowers or counterparties to meet their obligations. In some cases, the collateral securing the payment of the loans may be sufficient to assure repayment, but in other cases the Corporation may experience significant credit losses which could have an adverse effect on its operating results. The Corporation makes various assumptions and judgments about the collectability of its loan portfolio, including the creditworthiness of its borrowers and counterparties and the value of the real estate and other assets serving as collateral for the repayment of loans. Credit risk also exists with respect to investment securities. For further discussion regarding the credit risk and the credit quality of the Corporation’s loan portfolio, see Notes 4 and 5 to the Consolidated Financial Statements. For further discussion regarding credit risk associated with unfunded commitments, see Note 21 to the Consolidated Financial Statements. For further discussion regarding the Corporation’s securities portfolio, see Note 3 to the Consolidated Financial Statements.

Interest rate risk is the risk of loss to earnings due to movements in interest rates. Interest rate risk arises from differences between the timing of rate changes and the timing of cash flows. It exists because the repricing frequency and magnitude of interest-earning assets and interest-bearing liabilities are not identical. See additional disclosure under the caption “Asset/Liability Management and Interest Rate Risk” below.

Liquidity risk is the risk that the Corporation will not have the ability to generate adequate amounts of cash in the most economical way for it to meet its maturing liability obligations and customer loan demand. Liquidity risk includes the inability to manage unplanned decreases or changes in funding sources. See additional disclosure under the caption “Liquidity Risk Management” below.

Price and market risk refers to the risk of loss arising from adverse changes in interest rates and other relevant market rates and prices, such as equity prices. Interest rate risk, discussed above, is the most significant market risk to which the Corporation is exposed. The Corporation is also exposed to financial market risk and housing market risk.

Compliance risk represents the risk of regulatory sanctions or financial loss resulting from the failure to comply with laws, rules, and regulations and standards of good banking practice. Activities that may expose the Corporation to compliance risk include, but are not limited to, those dealing with the prevention of money laundering, privacy and data protection, adherence to all applicable laws and regulations and employment and tax matters.

Strategic and reputation risk represent the risk of loss due to impairment of reputation, failure to fully develop and execute business plans, and failure to assess existing and new opportunities and threats in business, markets and products.

Operational risk is the risk of loss due to human behavior, inadequate or failed internal processes, systems and controls, information technology changes or failures, and external influences such as market conditions, fraudulent activities, cybersecurity incidents, natural disasters and security risks.

ERM is an overarching program that includes all areas of the Corporation. A framework approach is utilized to assign responsibility and to ensure that the various business units and activities involved in the risk management life cycle are effectively integrated. The Corporation has adopted the “three lines of defense” concept that is an industry best practice for ERM. Business units are the first line of defense in managing risk. They are responsible for identifying, measuring, monitoring, and controlling current and emerging risks. They must report on and escalate their concerns. Corporate functions such as Credit Risk Management, Financial Administration, Information Assurance and Compliance, represent the second line of defense. They are responsible for policy setting and for reviewing and challenging the risk management activities of the business units. They collaborate closely with business units on planning and resource allocation with respect to risk management. Internal Audit is a third line of defense. They provide independent assurance to the Board of Directors of the effectiveness of the first and second lines in fulfilling their risk management responsibilities.

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Management's Discussion and Analysis

For additional factors that could adversely impact Washington Trust’s future results of operations and financial condition, see the section labeled “Risk Factors” in Item 1A of this Annual Report on Form 10-K.

Asset/Liability Management and Interest Rate Risk

The ALCO establishes policies governing liquidity and interest rate risk and reports quarterly to the Corporation’s Audit Committee. The objective of the ALCO is to manage assets and funding sources in alignment with the Corporation’s liquidity, capital adequacy, growth, risk, and profitability goals.

The Corporation utilizes the size and duration of the investment securities portfolio, the size and duration of the wholesale funding portfolio, interest rate contracts, and the pricing and structure of loans and deposits, to manage interest rate risk. The interest rate contracts may include interest rate swaps, caps, floors, and collars. These interest rate contracts involve, to varying degrees, credit risk and interest rate risk. Credit risk is the possibility that a loss may occur if a counterparty to a transaction fails to perform according to terms of the contract. The notional amount of the interest rate contracts is the amount upon which interest and other payments are based. The notional amount is not exchanged, and therefore, should not be taken as a measure of credit risk. See Note 9 to the Consolidated Financial Statements for additional information.

The ALCO uses income simulation to measure interest rate risk inherent in the Corporation’s financial instruments at a given point in time by showing the effect of interest rate shifts on net interest income over a 12-month horizon and a 13- to 24-month horizon. The simulations assume that the size and general composition of the Corporation’s balance sheet remain static over the simulation horizons, with the exception of certain deposit mix shifts from lower-cost to higher-cost deposits in selected interest rate scenarios. The simulations at December 31, 2024 incorporated the reclassification of residential mortgage loans from portfolio to held for sale and the sale of these loans completing in January 2025. The simulations at December 31, 2024 assumed the proceeds from the sale of loans were used to pay down maturing wholesale funding balances. Additionally, the simulations take into account the specific repricing, maturity, call options, and prepayment characteristics of differing financial instruments that may vary under different interest rate scenarios. Mortgage-backed securities and residential real estate loans involve a level of risk that unforeseen changes in prepayment speeds may cause related cash flows to vary significantly in differing rate environments.  Such changes could affect the level of reinvestment risk associated with cash flow from these instruments, as well as their market value.  Changes in prepayment speeds could also increase or decrease the amortization of premium or accretion of discounts related to such instruments, thereby affecting interest income. The characteristics of financial instrument classes are reviewed periodically by the ALCO to ensure their accuracy and consistency.

Deposit balances may also be subject to possible outflow to non-bank alternatives in a rising rate environment. This may cause interest rate sensitivity to differ from the results as presented. Another significant simulation assumption is the sensitivity of savings deposits to fluctuations in interest rates. Income simulation results assume that changes in both savings deposit rates and balances are related to changes in short-term interest rates. The relationship between short-term interest rate changes and deposit rate and balance changes may differ from the ALCO’s estimates used in income simulation.

The ALCO reviews simulation results to determine whether the Corporation’s exposure to a decline in net interest income remains within established tolerance levels over the simulation horizons and to develop appropriate strategies to manage this exposure.  As of December 31, 2025 and December 31, 2024, net interest income simulations indicated that exposure to changing interest rates over the simulation horizons remained within tolerance levels established by the Corporation. All changes are measured in comparison to the projected net interest income that would result from an “unchanged” rate scenario where both interest rates and the composition of the Corporation’s balance sheet remain stable. The unchanged rate scenario as of December 31, 2025 shows net interest income trending higher over the next 12- and 24-month periods.

The ALCO regularly reviews a wide variety of interest rate shift scenario results to evaluate interest rate risk exposure, including parallel changes in interest rates and scenarios showing the effect of steepening or flattening changes in the yield curve.  Because income simulations assume that the Corporation’s balance sheet will generally remain static over the simulation horizon, the results do not reflect adjustments in strategy that the ALCO could implement in response to rate shifts. It should also be noted that the static balance sheet assumption does not necessarily reflect the Corporation’s expectation for future balance sheet growth, which is a function of the business environment and customer behavior.

While the ALCO reviews and updates simulation assumptions and also periodically back-tests the simulation results to ensure that the assumptions are reasonable and current, income simulation may not always prove to be an accurate indicator of

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Management's Discussion and Analysis

interest rate risk or future NIM.  Over time, the repricing, maturity, and prepayment characteristics of financial instruments and the composition of the Corporation’s balance sheet may change to a different degree than estimated.

The following table sets forth the estimated change in net interest income compared to an unchanged rate scenario over the periods indicated for parallel changes in market interest rates using the Corporation’s on- and off-balance sheet financial instruments as of December 31, 2025 and December 31, 2024.  Interest rates are assumed to shift by parallel rate changes as shown in the table below. Further, deposits are assumed to have certain minimum rate levels below which they will not fall.  It should be noted that the rate scenarios shown do not necessarily reflect the ALCO’s view of the “most likely” change in interest rates over the periods indicated.

December 31, 2025December 31, 2024
Months 1-12Months 13-24Months 1-12Months 13-24
100 basis point rate decrease(1.72%)(2.33%)(1.83%)(0.53%)
200 basis point rate decrease(3.30%)(5.07%)(3.78%)(1.67%)
300 basis point rate decrease(4.77%)(8.28%)(5.89%)(3.73%)
100 basis point rate increase0.52%(0.54%)(0.16%)(3.52%)
200 basis point rate increase2.07%2.36%1.54%(3.98%)
300 basis point rate increase3.72%4.54%3.25%(4.81%)

The relative change in interest rate sensitivity from December 31, 2024, as shown in the above table, was attributable to changes in balance sheet composition and market interest rates. The changes included in-market deposit growth and also reflected the balance sheet repositioning transactions previously announced in December 2024, which included a reduction in loans and a lower level of wholesale funding. Lower levels of wholesale funding improve the Corporation’s interest rate exposure in rising rate scenarios, but reduce the benefit in declining rate scenarios because wholesale funding reprices more quickly and by a greater amount than the repricing of in-market deposits in response to changes in market rates.

The ALCO estimates that as interest rates change, interest-earning assets would reprice more quickly than interest-bearing liabilities. In-market deposit rate changes are modeled to lag behind other market interest rates in both pace and magnitude. In addition, prepayments of loans and securities generally increase as market interest rates decline and decrease as market interest rates rise.

Additionally, the Corporation monitors the potential change in market value of its available for sale debt securities in changing interest rate environments.  The purpose is to determine market value exposure that may not be captured by income simulation, but which might result in changes to the Corporation’s capital position.  Results are calculated using industry-standard analytical techniques and securities data.

The following table summarizes the potential change in market value of the Corporation’s available for sale debt securities as of December 31, 2025 and 2024 resulting from immediate parallel rate shifts:

(Dollars in thousands)
Security TypeDown 100 Basis PointsUp 200 Basis Points
Obligations of U.S. government agencies and U.S. government-sponsored enterprises$926($1,794)
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises42,769(108,295)
Obligations of states and political subdivisions28(89)
Trust preferred debt and other corporate debt securities60(137)
Total change in market value as of December 31, 2025$43,783($110,315)
Total change in market value as of December 31, 2024$75,007($140,027)

Liquidity Risk Management

Liquidity is the ability of a financial institution to meet maturing liability obligations and customer loan demand.  The Corporation’s primary source of liquidity is in-market deposits, which funded approximately 76% of total average assets in

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Management's Discussion and Analysis

the year ended December 31, 2025.  While the generally preferred funding strategy is to attract and retain low-cost deposits, the ability to do so is affected by competitive interest rates and terms in the marketplace.  Other sources of funding include discretionary use of purchased liabilities (e.g., FHLB term advances and brokered deposits), cash flows from the investment securities portfolio, and loan repayments.  Securities designated as available for sale may also be sold in response to short-term or long-term liquidity needs, although management has no intention to do so at this time.

The Corporation has a detailed liquidity funding policy and a contingency funding plan that provide for the prompt and comprehensive response to unexpected demands for liquidity. Management employs stress testing methodology to estimate needs for contingent funding that could result from unexpected outflows of funds in excess of “business as usual” cash flows.  In management’s estimation, risks are concentrated in two major categories: (1) runoff of in-market deposit balances; and (2) unexpected drawdown of loan commitments.  Of the two categories, potential runoff of deposit balances would have the most significant impact on contingent liquidity.  Our stress test scenarios, therefore, emphasize attempts to quantify deposits at risk over selected time horizons.  In addition to these unexpected outflow risks, several other “business as usual” factors enter into the calculation of the adequacy of contingent liquidity including: (1) payment proceeds from loans and investment securities; (2) maturing debt obligations; and (3) maturing time deposits.  The Corporation has established collateralized borrowing capacity with the FRBB and also maintains additional collateralized borrowing capacity with the FHLB in excess of levels used in the ordinary course of business. Borrowing capacity is impacted by the amount and type of assets available to be pledged.

The table below presents a summary of contingent liquidity balances by source:

(Dollars in thousands)
December 31,202520242023
Contingent Liquidity:
Federal Home Loan Bank of Boston (1)$1,356,005$752,951$1,086,607
Federal Reserve Bank of Boston (2)104,37970,28665,759
Available cash liquidity (3)17,46036,64754,970
Unencumbered securities539,830597,771680,857
Total contingent liquidity$2,017,674$1,457,655$1,888,193
Percentage of total contingent liquidity to uninsured deposits142.4%106.9%149.8%
Percentage of total contingent liquidity to uninsured deposits, after exclusions181.7%136.1%195.9%

(1)As of December 31, 2025, 2024 and 2023, loans with a carrying value of $2.9 billion, $2.8 billion and $3.4 billion, respectively, and securities available for sale with a carrying value of $71.8 million, $74.2 million and $94.3 million, respectively, were pledged to the FHLB resulting in this additional borrowing capacity.

(2)As of December 31, 2025, 2024 and 2023, loans with a carrying value of $58.3 million, $68.5 million and $71.0 million, respectively, and securities available for sale with a carrying value of $57.6 million, $13.9 million and $13.1 million, respectively, were pledged to the FRBB resulting in this additional unused borrowing capacity.

(3)Available cash liquidity excludes amounts restricted for collateral purposes and designated for operating needs.

Borrowing capacity at December 31, 2024 was reduced by the reclassification of residential mortgage loan collateral to held for sale as part of the balance sheet repositioning transactions. On January 24, 2025, the sale of these loans was completed and the cash proceeds received were used to pay down FHLB advances or other wholesale funding balances in the first quarter of 2025.

In addition to the amounts presented above, the Bank also had access to a $40.0 million unused line of credit with the FHLB at December 31, 2025, 2024 and 2023.

The ALCO establishes and monitors internal liquidity measures to manage liquidity exposure.  Liquidity remained within target ranges established by the ALCO during 2025.  Based on its assessment of the liquidity considerations described above, management believes the Corporation’s sources of funding meet anticipated funding needs.

Contractual Obligations, Commitments and Off-Balance Sheet Arrangements

In the ordinary course of business, the Corporation enters into contractual obligations that require future cash payments. These include payments related to lease obligations, time deposits with stated maturity dates, borrowings and defined benefit

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Management's Discussion and Analysis

pension plans. For additional information on these arrangements and the expected timing of applicable payments as of December 31, 2025, see the following notes to the Consolidated Financial Statements: Note 7 for leases, Note 12 for time deposits, Note 13 for borrowings and Note 16 for defined benefit pension plans.

Also, in the ordinary course of business, the Corporation engages in a variety of financial transactions that, in accordance with GAAP, are not recorded in the financial statements, or are recorded in amounts that differ from the notional amounts.  These financial transactions include commitments to extend credit, standby letters of credit, forward loan commitments, loan related derivative contracts and interest rate risk management contracts. These transactions involve, to varying degrees, elements of credit, interest rate and liquidity risk. The Corporation’s credit policies with respect to interest rate contracts with commercial borrowers, commitments to extend credit, and standby letters of credit are similar to those used for loans. Some commitments to extend credit and standby letters of credit are expected to expire without being drawn upon, and thus, total amounts do not necessarily represent future cash requirements. Interest rate risk management contracts with other counterparties are generally subject to bilateral collateralization terms. These contracts with various counterparties may subject the Corporation to various cash flow requirements, which may include posting of cash as collateral for arrangements that are in a liability position. For additional information on derivative financial instruments and financial instruments with off-balance sheet risk see Notes 9 and 21 to the Consolidated Financial Statements.

Impact of Inflation on Changing Prices

The Corporation’s consolidated financial statements and related notes have been prepared in accordance with GAAP, which requires the measurement of financial position and operating results in terms of historical U.S. dollars without considering changes in the relative purchasing power of money over time due to inflation.

A substantial portion of the Corporation’s assets and liabilities are monetary in nature and as a result interest rates have a more significant impact on the overall performance of the Corporation than the general levels of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as inflation. There is no precise method, however, to measure the effects of inflation on the Corporation’s consolidated financial statements. And, we cannot predict whether or when the Federal Reserve may increase or decrease interest rates in the future.

For additional discussion on interest due to changes in interest rates, see the caption “Asset/Liability Management and Interest Rate Risk” above.

Furthermore, a prolonged period of inflation could cause wages and other costs to increase.

Critical Accounting Policies and Estimates

Estimates and assumptions are necessary in the application of certain accounting policies and procedures and can be susceptible to significant change. Critical accounting policies are defined as those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the Corporation’s financial condition or results of operations.

Management considers its accounting policy relating to the ACL on loans to be a critical accounting policy.

Allowance for Credit Losses on Loans

The ACL on loans is management’s estimate of expected lifetime credit losses on loans carried at amortized cost. The ACL on loans is established through a provision for credit losses recognized in earnings. Additionally, the ACL on loans is reduced by charge-offs on loans and increased by recoveries of amounts previously charged-off. At December 31, 2025 the ACL on loans totaled $37.2 million, compared to $42.0 million at December 31, 2024. A significant portion of our ACL is allocated to the commercial portfolio (both CRE and C&I). As of December 31, 2025 and 2024, the ACL allocated to the total commercial portfolio was $29.5 million and $33.8 million, respectively.

Management employs a process and methodology to estimate the ACL on loans that evaluates both quantitative and qualitative factors. The methodology for evaluating quantitative factors consists of two basic components. The first component involves pooling loans into portfolio segments for loans that share similar risk characteristics. The second component involves individually analyzed loans that do not share similar risk characteristics with loans that are pooled into portfolio segments.

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Management's Discussion and Analysis

The ACL for pooled loans is measured utilizing a DCF methodology to estimate credit losses for each pooled portfolio segment. The methodology incorporates a probability of default and loss given default framework. Loss given default is estimated based on historical credit loss experience. Probability of default is estimated using a regression model that incorporates econometric factors. Management utilizes forecasted econometric factors with a one-year reasonable and supportable forecast period and one-year straight-line reversion period in order to estimate the probability of default for each loan portfolio segment. The DCF methodology combines the probability of default, the loss given default, prepayment speeds, and remaining life of the loan to estimate a reserve for each loan. The sum of all the loan level reserves are aggregated for each portfolio segment and a loss rate factor is derived. Quantitative loss factors for pooled loans are also supplemented by certain qualitative risk factors reflecting management’s view of how losses may vary from those represented by quantitative loss rates.

The ACL for individually analyzed loans is measured using a DCF method based upon the loan’s contractual effective interest rate, or at the loan’s observable market price, or, if the loan was collateral dependent, at the fair value of the collateral.

Because the methodology is based upon historical experience and trends, current economic data, reasonable and supportable forecasts, as well as management’s judgment, factors may arise that result in different estimations. Deteriorating conditions or assumptions could lead to further increases in the ACL on loans; conversely, improving conditions or assumptions could lead to further reductions in the ACL on loans.

In estimating the ACL on loans, management considers the sensitivity of the model and significant judgments and assumptions that could result in an amount that is materially different from management’s estimate. Given the concentration of ACL allocation to the total commercial portfolio and the significant judgments made by management in deriving the qualitative loss factors, management analyzed the impact that changes in qualitative judgments could have. The range of impact was an ACL allocated to the total commercial loan portfolio between $20.7 million and $56.6 million at December 31, 2025. The sensitivity and related range of impact is a hypothetical analysis and is not intended to represent management’s judgments or assumptions of qualitative loss factors that were utilized at December 31, 2025 in estimation of the ACL on loans recognized on the Consolidated Balance Sheets.

If the assumptions underlying the determination of the ACL prove to be incorrect, the ACL may not be sufficient to cover actual loan losses and an increase to the ACL may be necessary to allow for different assumptions or adverse developments. In addition, a problem with one or more loans could require a significant increase to the ACL.

Recently Issued Accounting Pronouncements

See Note 2 to the Consolidated Financial Statements for details of recently issued accounting pronouncements and their expected impact on the Corporation’s financial statements.

MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2024 10-K MD&A

SEC filing source: 0000737468-25-000007.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2025-02-25. Report date: 2024-12-31.

ITEM 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following analysis is intended to provide the reader with a further understanding of the consolidated financial condition and results of operations of the Corporation for the periods shown.  For a full understanding of this analysis, it should be read in conjunction with other sections of this Annual Report on Form 10-K, including Part I, “Item 1. Business” and Part II, “Item 8. Financial Statements and Supplementary Data.”

Information pertaining to 2022 was included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, starting on page 32 under Part II, Item 7. “Management’s Discussion and Analysis of Results of Operations and Financial Condition,” which was filed with the SEC on February 26, 2024.

Non-GAAP Financial Measures and Reconciliation to GAAP

In addition to evaluating the Corporation’s results of operations in accordance with GAAP, management supplements this evaluation with an analysis of certain non-GAAP financial measures, such as adjusted noninterest income, adjusted income before income taxes, adjusted income tax expense, adjusted effective tax rate, adjusted net income, adjusted net income available to common shareholders, adjusted diluted earnings per common share, adjusted dividend payout ratio, adjusted return on average assets and adjusted return on average equity.

We believe these non-GAAP financial measures are utilized by regulators and market analysts to evaluate the Corporation’s results of operations and financial condition, and therefore such information is useful to investors. In addition, these non-GAAP financial measures remove the impact of infrequent items that may obscure trends in the Corporation’s underlying performance. These disclosures should not be viewed as a substitute for financial results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures, which may be presented by other companies. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names.

Each presentation below reconciles the “as reported” GAAP measure to the adjusted non-GAAP measure.

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Management's Discussion and Analysis

The following table presents adjusted noninterest income, adjusted income before income taxes, adjusted income tax expense, adjusted effective tax rate, adjusted net income, and adjusted net income available to common shareholders:

(Dollars in thousands, except per share amounts)
Years Ended December 31,20242023
Adjusted Noninterest Income:
Noninterest (loss) income, as reported($27,797)$56,140
Less adjustments:
Realized losses on securities, net(31,047)
Losses on sale of portfolio loans, net(62,888)
Net gain on sale of bank-owned operations facility988
Litigation settlement income2,100
Total adjustments, pre-tax(90,847)
Adjusted noninterest income (non-GAAP)$63,050$56,140
Adjusted Income Before Income Taxes:
(Loss) income before income taxes($38,818)$56,481
Less: total adjustments, pre-tax(90,847)
Adjusted income before income taxes (non-GAAP)$52,029$56,481
Adjust Income Tax Expense:
Income tax (benefit) expense, as reported($10,759)$8,305
Less: tax on total adjustments(21,920)
Less: state legislative tax change, net (tax only adjustment)(3,253)
Total tax adjustments(21,920)(3,253)
Adjusted income tax expense (non-GAAP)$11,161$11,558
Adjusted Effective Tax Rate:
Effective tax rate (1)27.7%14.7%
Less: impact of adjustments(6.2)5.8
Adjusted effective tax rate (non-GAAP) (2)21.5%20.5%
Adjusted Net Income:
Net (loss) income, as reported($28,059)$48,176
Less: total adjustments, after-tax(68,927)3,253
Adjusted net income (non-GAAP)$40,868$44,923
Adjusted Net Income Available to Common Shareholders:
Net (loss) income available to common shareholders, as reported($28,038)$48,091
Less: total adjustments available to common shareholders, after-tax(68,907)3,249
Adjusted net income available to common shareholders (non-GAAP)$40,869$44,842

(1)Calculated as income tax expense (benefit) divided by income (loss) before income taxes.

(2)Calculated as income tax expense (benefit), adjusted for the tax impact of the adjustments as outlined in the table above, divided by income (loss) before income taxes, adjusted for the pre-tax impact of the adjustments as outlined in the table above.

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Management's Discussion and Analysis

The following table presents adjusted diluted earnings per common share and adjusted dividend payout ratio:

(Dollars in thousands, except per share amounts)
Years Ended December 31,20242023
Adjusted Diluted Earnings per Common Share:
Diluted (loss) earnings per common share, as reported (1)($1.63)$2.82
Less: impact of adjustments4.00(0.19)
Adjusted diluted earnings per common share (non-GAAP) (2)$2.37$2.63
Adjusted Dividend Payout Ratio:
Cash dividends declared per share, as reported$2.24$2.24
Diluted (loss) earnings per common share, as reported(1.63)2.82
Less: impact of adjustments4.00(0.19)
Adjusted diluted earnings per common share (non-GAAP)$2.37$2.63
Dividend payout ratio, as reported (3)(137.4%)79.43%
Adjusted dividend payout ratio (non-GAAP) (4)94.51%85.17%

(1)Net income (loss) available to common shareholders divided by weighted average diluted common and potential shares outstanding.

(2)Net income (loss) available to common shareholders, adjusted for the after-tax impact of adjustments as outlined in the table above, divided by weighted average diluted common and potential shares outstanding.

(3)Cash dividends declared per share divided by diluted earnings (loss) per common share.

(4)Cash dividends declared per share divided by diluted earnings (loss) per common share, adjusted for the after-tax impact of adjustments as outlined in the table above.

The following table presents adjusted return on average assets and adjusted return on average equity:

(Dollars in thousands)
Years Ended December 31,20242023
Adjusted Return on Average Assets:
Net (loss) income, as reported($28,059)$48,176
Less: adjustments, after-tax(68,927)3,253
Adjusted net income (non-GAAP)40,86844,923
Total average assets, as reported7,181,1626,999,040
Return on average assets (1)(0.39%)0.69%
Adjusted return on average assets (non-GAAP) (2)0.57%0.64%
Adjusted Return on Average Equity:
Net (loss) income available to common shareholders, as reported($28,038)$48,091
Less: adjustments, after-tax(68,907)3,249
Adjusted net income available to common shareholders (non-GAAP)40,86944,842
Total average equity, as reported479,777455,044
Return on average equity (3)(5.84%)10.57%
Adjusted return on average equity (non-GAAP) (4)8.52%9.85%

(1)Net income (income) loss divided by total average assets.

(2)Net income (loss), adjusted for the after-tax impact of adjustments as outlined in the table above, divided by total average assets.

(3)Net income (loss) available to common shareholders divided by total average equity.

(4)Net income (loss) available to common shareholders, adjusted for the after-tax impact of adjustments as outlined in the table above, divided by total average equity.

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Management's Discussion and Analysis

Overview

Washington Trust offers a full range of financial services, including commercial, residential and consumer lending, retail and commercial deposit products, and wealth management and trust services through its offices in Rhode Island, Massachusetts and Connecticut.

Our largest source of operating income is net interest income, which is the difference between interest earned on loans and securities and interest paid on deposits and borrowings.  In addition, we generate noninterest income from a number of sources, including wealth management services, mortgage banking activities, and deposit services.  Our principal noninterest expenses include salaries and employee benefit costs, outsourced services provided by third-party vendors, occupancy and facility-related costs, and other administrative expenses.

We continue to leverage our strong regional brand to build market share and remain steadfast in our commitment to provide superior service. We believe the key to future growth is providing customers with convenient in-person service and digital banking solutions. In January 2024, we opened a new full-service branch in Smithfield, Rhode Island and in September 2024, we opened a new full-service branch in the Olneyville section of Providence.

Common Stock Issued in Public Offering and Balance Sheet Repositioning Transactions

On December 16, 2024, the Corporation completed an underwritten public offering of 2,198,528 shares of its common stock at a public offering price of $34.00 per share, and disclosed that the use of proceeds was expected to include investments in the Bank and Bank balance sheet optimization strategies involving the sale of lower-yielding loans and securities, the purchase of debt securities with current market yields, and the repayment of wholesale funding balances. The net proceeds received from the offering, after deducting underwriting discounts and commissions and operating expenses payable by the Corporation, were $70.5 million.

On December 20, 2024, the Corporation announced the execution of balance sheet repositioning transactions to support continued organic growth and capital generation. The Bank sold available for sale debt securities with an amortized cost balance of $409.5 million (fair value of $378.4 million) and a weighted average yield of 2.65% and reinvested $378.4 million into purchases of available for sale debt securities with a weighted average yield of 5.30%. The sale of debt securities resulted in a net pre-tax realized loss of $31.0 million (after-tax of $23.5 million) that was recognized in the fourth quarter of 2024.

In addition, pursuant to the terms of a sales agreement effective December 30, 2024, the Bank committed to sell residential mortgage loans with an amortized cost balance of $344.6 million and a weighted average rate of approximately 3.02%. These loans were reclassified to held for sale and written down to a fair value of $281.7 million, resulting in a net pre-tax loss of $62.9 million (after-tax of $47.7 million) that was recognized in the fourth quarter of 2024. The sale of these loans was completed on January 24, 2025. The net proceeds received from the equity offering and the loan sale were used to pay down wholesale funding balances in December 2024 and the first quarter of 2025.

Risk Management

The Corporation has a comprehensive ERM program through which the Corporation identifies, measures, monitors and controls current and emerging material risks.

The Board of Directors is responsible for oversight of the ERM program. The ERM program enables the aggregation of risk across the Corporation and ensures the Corporation has the tools, programs and processes in place to support informed decision making, to anticipate risks before they materialize and to maintain the Corporation’s risk profile consistent with its risk strategy. The Board of Directors has approved an ERM Policy that addresses each category of risk. The risk categories include: credit risk, interest rate risk, liquidity risk, price and market risk, compliance risk, strategic and reputation risk, and operational risk. A description of each risk category is provided below.

Credit risk represents the possibility that borrowers or other counterparties may not repay loans or other contractual obligations according to their terms due to changes in the financial capacity, ability and willingness of such borrowers or counterparties to meet their obligations. In some cases, the collateral securing the payment of the loans may be sufficient to assure repayment, but in other cases the Corporation may experience significant credit losses which could have an adverse effect on its operating results. The Corporation makes various assumptions and judgments about the collectability of its loan portfolio, including the creditworthiness of its borrowers and counterparties and the value of the real estate and other assets serving as collateral for the repayment of loans. Credit risk also exists with respect to investment securities. For further

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Management's Discussion and Analysis

discussion regarding the credit risk and the credit quality of the Corporation’s loan portfolio, see Notes 4 and 5 to the Consolidated Financial Statements. For further discussion regarding credit risk associated with unfunded commitments, see Note 21 to the Consolidated Financial Statements. For further discussion regarding the Corporation’s securities portfolio, see Note 3 to the Consolidated Financial Statements.

Interest rate risk is the risk of loss to earnings due to movements in interest rates. Interest rate risk arises from differences between the timing of rate changes and the timing of cash flows. It exists because the repricing frequency and magnitude of interest-earning assets and interest-bearing liabilities are not identical. See the “Asset/Liability Management and Interest Rate Risk” section below for additional disclosure.

Liquidity risk is the risk that the Corporation will not have the ability to generate adequate amounts of cash in the most economical way for it to meet its maturing liability obligations and customer loan demand. Liquidity risk includes the inability to manage unplanned decreases or changes in funding sources. For detailed disclosure regarding liquidity management, see the “Liquidity and Capital Resources” section below.

Price and market risk refers to the risk of loss arising from adverse changes in interest rates and other relevant market rates and prices, such as equity prices. Interest rate risk, discussed above, is the most significant market risk to which the Corporation is exposed. The Corporation is also exposed to financial market risk and housing market risk.

Compliance risk represents the risk of regulatory sanctions or financial loss resulting from the failure to comply with laws, rules, and regulations and standards of good banking practice. Activities that may expose the Corporation to compliance risk include, but are not limited to, those dealing with the prevention of money laundering, privacy and data protection, adherence to all applicable laws and regulations and employment and tax matters.

Strategic and reputation risk represent the risk of loss due to impairment of reputation, failure to fully develop and execute business plans, and failure to assess existing and new opportunities and threats in business, markets and products.

Operational risk is the risk of loss due to human behavior, inadequate or failed internal processes, systems and controls, information technology changes or failures, and external influences such as market conditions, fraudulent activities, cybersecurity incidents, natural disasters and security risks.

ERM is an overarching program that includes all areas of the Corporation. A framework approach is utilized to assign responsibility and to ensure that the various business units and activities involved in the risk management life cycle are effectively integrated. The Corporation has adopted the “three lines of defense” concept that is an industry best practice for ERM. Business units are the first line of defense in managing risk. They are responsible for identifying, measuring, monitoring, and controlling current and emerging risks. They must report on and escalate their concerns. Corporate functions such as Credit Risk Management, Financial Administration, Information Assurance and Compliance, represent the second line of defense. They are responsible for policy setting and for reviewing and challenging the risk management activities of the business units. They collaborate closely with business units on planning and resource allocation with respect to risk management. Internal Audit is a third line of defense. They provide independent assurance to the Board of Directors of the effectiveness of the first and second lines in fulfilling their risk management responsibilities.

For additional factors that could adversely impact Washington Trust’s future results of operations and financial condition, see the section labeled “Risk Factors” in Item 1A of this Annual Report on Form 10-K.

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Management's Discussion and Analysis

Results of Operations

The following table presents a summarized consolidated statement of operations:

(Dollars in thousands)Change
Years Ended December 31,20242023$%
Net interest income$128,448$137,098($8,650)(6%)
Noninterest (loss) income(27,797)56,140(83,937)(150)
Total revenues100,651193,238(92,587)(48)
Provision for credit losses2,4003,200(800)(25)
Noninterest expense137,069133,5573,5123
(Loss) income before income taxes(38,818)56,481(95,299)(169)
Income tax (benefit) expense(10,759)8,305(19,064)(230)
Net (loss) income($28,059)$48,176($76,235)(158%)
Adjusted net income (non-GAAP)$40,868$44,923($4,055)(9%)

In 2024, a net loss of $28.1 million was recognized, compared to net income of $48.2 million in 2023. As further described under the caption “Overview” above, balance sheet repositioning transactions were executed that impacted the 2024 results. In addition, income of $2.1 million associated with a litigation settlement was recognized in the first quarter of 2024 and a net gain of $988 thousand was recognized on the sale of a bank-owned operations facility in the second quarter of 2024. In 2023, a state legislative tax change resulted in a net reduction in income tax expense of $3.3 million. Excluding these items, adjusted net income (non-GAAP) in 2024 was $40.9 million, compared to $44.9 million in 2023, down by $4.1 million, or 9%. This decrease was primarily attributable to a decline in net interest income and a relatively modest increase in noninterest expenses, partially offset by higher wealth management revenues and mortgage banking revenues.

The following table presents a summary of performance metrics and ratios:

Years Ended December 31,20242023
Diluted (loss) earnings per common share($1.63)$2.82
Adjusted diluted earnings per common share (non-GAAP)$2.37$2.63
Return on average assets(0.39%)0.69%
Adjusted return on average assets (non-GAAP)0.57%0.64%
Return on average equity(5.84%)10.57%
Adjusted return on average equity (non-GAAP)8.52%9.85%

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Management's Discussion and Analysis

Average Balances/Net Interest Margin - Fully Taxable Equivalent Basis

The following table presents daily average balance, interest, and yield/rate information, as well as net interest margin on an FTE basis.  Tax-exempt income is converted to an FTE basis using the statutory federal income tax rate adjusted for applicable state income taxes net of the related federal tax benefit. Unrealized gains (losses) on available for sale securities, changes in fair value on mortgage loans held for sale, and basis adjustments associated with fair value hedges are excluded from the average balance and yield calculations. Nonaccrual loans, as well as interest recognized on these loans, are included in amounts presented for loans.

Years ended December 31,20242023Change
(Dollars in thousands)Average BalanceInterestYield/ RateAverage BalanceInterestYield/ RateAverage BalanceInterestYield/ Rate
Assets:
Cash and short-term investments$129,119$6,9775.40%$101,166$4,9754.92%$27,953$2,0020.48%
Mortgage loans held for sale34,0401,7755.2117,3849805.6416,656795(0.43)
Taxable debt securities1,118,09227,8502.491,185,10229,0592.45(67,010)(1,209)0.04
Nontaxable debt securities18594.8618594.86
Total securities1,118,27727,8592.491,185,10229,0592.45(66,825)(1,200)0.04
FHLB stock57,2864,7718.3346,8803,3157.0710,4061,4561.26
Commercial real estate2,145,496135,3236.311,970,580118,8876.03174,91616,4360.28
Commercial & industrial583,82737,6236.44615,49438,3266.23(31,667)(703)0.21
Total commercial2,729,323172,9466.342,586,074157,2136.08143,24915,7330.26
Residential real estate2,537,903105,2534.152,490,99196,0803.8646,9129,1730.29
Home equity302,98021,1366.98297,39617,1295.765,5844,0071.22
Other18,2778824.8318,0858544.72192280.11
Total consumer321,25722,0186.85315,48117,9835.705,7764,0351.15
Total loans5,588,483300,2175.375,392,546271,2765.03195,93728,9410.34
Total interest-earning assets6,927,205341,5994.936,743,078309,6054.59184,12731,9940.34
Noninterest-earning assets253,957255,962(2,005)
Total assets$7,181,162$6,999,040$182,122
Liabilities and Shareholders’ Equity:
Interest-bearing demand deposits (in-market)$550,652$24,1564.39%$415,725$17,5214.21%$134,927$6,6350.18%
NOW accounts701,9891,5720.22766,4921,5940.21(64,503)(22)0.01
Money market accounts1,127,96042,7103.791,191,03637,1453.12(63,076)5,5650.67
Savings accounts489,9983,7040.76526,2751,6870.32(36,277)2,0170.44
Time deposits (in-market)1,172,50047,5954.061,010,62933,6093.33161,87113,9860.73
Interest-bearing in-market deposits4,043,099119,7372.963,910,15791,5562.34132,94228,1810.62
Wholesale brokered demand deposits4,0151784.43(4,015)(178)(4.43)
Wholesale brokered time deposits504,63826,3615.22602,42328,6954.76(97,785)(2,334)0.46
Wholesale brokered deposits504,63826,3615.22606,43828,8734.76(101,800)(2,512)0.46
Total interest-bearing deposits4,547,737146,0983.214,516,595120,4292.6731,14225,6690.54
FHLB advances1,312,39164,5394.921,056,72649,5894.69255,66514,9500.23
Junior subordinated debentures22,6811,5937.0222,6811,5436.80500.22
Total interest-bearing liabilities5,882,809212,2303.615,596,002171,5613.07286,80740,6690.54
Noninterest-bearing demand deposits664,557778,152(113,595)
Other liabilities154,019169,842(15,823)
Shareholders’ equity479,777455,04424,733
Total liabilities and shareholders’ equity$7,181,162$6,999,040$182,122
Net interest income (FTE)$129,369$138,044($8,675)
Interest rate spread1.32%1.52%(0.20%)
Net interest margin1.87%2.05%(0.18%)

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Management's Discussion and Analysis

Interest income amounts presented in the preceding table include the following adjustments for taxable equivalency:

(Dollars in thousands)
Years ended December 31,20242023Change
Commercial loans$916$946($30)
Nontaxable debt securities11
Total$917$946($29)

Net Interest Income

Net interest income, the primary source of our operating income, totaled $128.4 million and $137.1 million, respectively, for 2024 and 2023. Net interest income is affected by the level of and changes in interest rates, and changes in the amount and composition of interest-earning assets and interest-bearing liabilities.  Prepayment penalty income associated with loan payoffs is included in net interest income.

The following discussion presents net interest income on an FTE basis by adjusting income and yields on tax-exempt loans to be comparable to taxable loans.

Net interest income includes the periodic recognition of prepayment penalty fee income associated with commercial loan payoffs. Prepayment penalty fee income amounted to $70 thousand (or 0 basis point benefit to NIM) and $272 thousand (or 1 basis point benefit to NIM), respectively, in 2024 and 2023.

The analysis of net interest income, NIM and the yield on loans is also impacted by changes in the level of net amortization of premiums and discounts on securities and loans, which is included in interest income. Changes in market interest rates affect the level of loan prepayments and the receipt of payments on mortgage-backed securities. Prepayment speeds generally decrease as market interest rates rise and increase as market interest rates decline. Changes in prepayment speeds could increase or decrease the level of net amortization of premiums and discounts, thereby affecting interest income. As noted in the Consolidated Statements of Cash Flows, net amortization of premiums and discounts on securities and loans (a net reduction to net interest income) amounted to $1.3 million in 2024, compared to $1.4 million in 2023.

FTE net interest income in 2024 amounted to $129.4 million, down by $8.7 million, or 6%, from 2023. Increases in average interest-bearing liability balances, net of increases in average interest-earning assets, reduced net interest income by $4.4 million in 2024. Increases in funding costs outpaced increases in asset yields, reducing net interest income by $4.3 million. See additional discussion regarding interest rate sensitivity under the caption “Asset/Liability Management and Interest Rate Risk.”

NIM was 1.87% in 2024, down by 18 basis points from 2.05% in 2023. While NIM benefited from higher market interest rates on loans, it was adversely impacted by a higher cost of funds.

Total average securities for 2024 decreased by $66.8 million, or 6%, from the average balance for 2023, primarily due to routine pay downs. The FTE rate of return on securities was 2.49% in 2024, up by 4 basis points from 2.45% in 2023.

Total average loan balances increased by $195.9 million, or 4%, from the average balance for 2023. This reflected growth in average CRE and residential real estate loans. The yield on total loans in 2024 was 5.37%, up by 34 basis points from 5.03% in 2023, reflecting higher market interest rates in 2024.

The Bank utilizes FHLB advances and brokered time deposits as wholesale funding sources. The average balance of FHLB advances for 2024 increased by $255.7 million, or 24%, compared to the average balance for 2023. Due to increases in market rates, the average rate paid on such advances in 2024 was 4.92%, up 23 basis points from 4.69% in 2023. Included in total average interest-bearing deposits were wholesale brokered deposits, which decreased by $101.8 million, or 17%, from 2023. The average rate paid on wholesale brokered deposits in 2024 was 5.22%, up by 46 basis points from 4.76% in 2023.

As market interest rates rose, deposit balances shifted from lower cost deposits to higher cost deposits. Average in-market interest-bearing deposits, which excludes wholesale brokered deposits, increased by $132.9 million, or 3%, from the average balance in 2023, with increases in time deposits and interest-bearing demand deposits. The average rate paid on in-market

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Management's Discussion and Analysis

interest-bearing deposits in 2024 was 2.96%, up by 62 basis points from 2.34% in 2023. The average balance of noninterest-bearing demand deposits for 2024 decreased by $113.6 million, or 15%, from the average balance in 2023.

Volume/Rate Analysis - Interest Income and Expense (FTE Basis)

The following table presents certain information on an FTE basis regarding changes in our interest income and interest expense for the period indicated.  The net change attributable to both volume and rate has been allocated proportionately.

(Dollars in thousands)Changes Due To
Years Ended December 31, 2024 vs. 2023VolumeRateNet Change
Interest on interest-earning assets:
Cash and short-term investments$1,480$522$2,002
Mortgage loans held for sale875(80)795
Taxable debt securities(1,674)465(1,209)
Nontaxable debt securities99
Total securities(1,665)465(1,200)
FHLB stock8086481,456
Commercial real estate10,7915,64516,436
Commercial & industrial(1,987)1,284(703)
Total commercial8,8046,92915,733
Residential real estate1,8397,3349,173
Home equity3263,6814,007
Other91928
Total consumer3353,7004,035
Total loans10,97817,96328,941
Total interest income12,47619,51831,994
Interest on interest-bearing liabilities:
Interest-bearing demand deposits5,8637726,635
NOW accounts(112)90(22)
Money market accounts(2,056)7,6215,565
Savings accounts(125)2,1422,017
Time deposits (in-market)5,9058,08113,986
Interest-bearing in-market deposits9,47518,70628,181
Wholesale brokered demand deposits(89)(89)(178)
Wholesale brokered time deposits(4,937)2,603(2,334)
Wholesale brokered deposits(5,026)2,514(2,512)
Total interest-bearing deposits4,44921,22025,669
FHLB advances12,4302,52014,950
Junior subordinated debentures5050
Total interest expense16,87923,79040,669
Net interest income FTE($4,403)($4,272)($8,675)

Provision for Credit Losses

The provision for credit losses results from management’s review of the adequacy of the ACL. The ACL is management’s estimate, at the reporting date, of expected lifetime credit losses and includes consideration of current forecasted economic conditions. Estimating an appropriate level of ACL necessarily involves a high degree of judgment.

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Management's Discussion and Analysis

The following table presents the provision for credit losses:

(Dollars in thousands)Change
Years ended December 31,20242023$%
Provision for credit losses on loans$2,900$3,550($650)(18%)
Provision for credit losses on unfunded commitments(500)(350)(150)(43)
Provision for credit losses$2,400$3,200($800)(25%)

The provision for credit losses in 2024 reflected specific reserve allocations on individually analyzed nonaccrual commercial loans, as well as the impact of continued, yet subsiding, slowdown in prepayment speeds. This was partially offset by relatively stable to improving forecasted economic conditions in 2024 and a decline in loan balances that was concentrated in residential real estate and also included the reclassification of loans from portfolio to held for sale.

The provision recognized in 2023 reflected loan growth and slowdown of loan prepayment speeds, changes in asset and credit quality, and our estimate of forecasted economic conditions. Econometric factors were stable to improving in 2023, with our forecast reflecting a lower probability of a recession.

Net charge-offs totaled $2.0 million, or 0.04% of average loans, in 2024, compared to net charge-offs of $520 thousand, or 0.01% of average loans, in 2023.

The ACL on loans was $42.0 million, or 0.82% of total loans, at December 31, 2024, compared to $41.1 million, or 0.73% of total loans, at December 31, 2023.

See additional discussion under the caption “Asset Quality” for further information on the ACL on loans.

Noninterest Income

Noninterest income is an important source of revenue for Washington Trust.  The principal categories of noninterest income are shown in the following table:

(Dollars in thousands)Change
Years Ended December 31,20242023$%
Noninterest income:
Wealth management revenues$39,054$35,540$3,51410%
Mortgage banking revenues10,9816,6604,32165
Card interchange fees4,9964,921752
Service charges on deposit accounts3,0322,8062268
Loan related derivative income4671,390(923)(66)
Income from bank-owned life insurance3,0413,488(447)(13)
Realized losses on securities, net(31,047)(31,047)
Losses on the sale of portfolio loans, net(62,888)(62,888)
Other income4,5671,3353,232242
Total noninterest (loss) income($27,797)$56,140($83,937)(150%)

Noninterest Income Analysis

Noninterest income amounted to a net loss of $27.8 million in 2024, compared to income of $56.1 million in 2023. Noninterest income in 2024 was impacted by the recognition of $93.9 million in net realized losses on securities and net losses on the sale of portfolio loans associated with balance sheet repositioning transactions. In addition, other income in 2024 included income of $2.1 million associated with a litigation settlement and a net gain of $988 thousand recognized on the sale of a bank-owned operations facility. Excluding the impact of these transactions, adjusted noninterest income (non-GAAP) was $63.1 million in 2024, compared to $56.1 million in 2023, up by $6.9 million, or 12.3%.

Wealth management revenues represent our largest source of noninterest income. A substantial portion of wealth

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Management's Discussion and Analysis

management revenues is dependent on the value of wealth management AUA and is closely tied to the performance of the financial markets. This portion of wealth management revenues is referred to as “asset-based” and includes trust and investment management fees. Wealth management revenues also include “transaction-based” revenues that are not primarily derived from the value of assets.

The categories of wealth management revenues are shown in the following table:

(Dollars in thousands)Change
Years Ended December 31,20242023$%
Wealth management revenues:
Asset-based revenues$38,008$34,308$3,70011%
Transaction-based revenues1,0461,232(186)(15)
Total wealth management revenues$39,054$35,540$3,51410%

Wealth management revenues for 2024 increased by $3.5 million, or 10%, from 2023, reflecting an increase in asset-based revenues. The change in asset-based revenues correlated with the increase in average AUA balances in 2024. The average balance of AUA in 2024 increased by 10% from the average balance in 2023.

The end of period AUA balance amounted to $7.1 billion at December 31, 2024, up by $489.4 million, or 7%, from December 31, 2023. The following table presents the changes in wealth management AUA balances:

(Dollars in thousands)20242023
Wealth management AUA:
Balance at the beginning of period$6,588,406$5,961,990
Net investment appreciation & income902,506894,990
Net client asset outflows(413,110)(268,574)
Balance at the end of period$7,077,802$6,588,406

Mortgage banking revenues are dependent on mortgage origination volume and are sensitive to interest rates and the condition of housing markets. While loan origination and refinancing activities decreased in response to increases in market interest rates, a larger proportion of loans were originated for sale in 2024. The composition of mortgage banking revenues and the volume of loans sold to the secondary market are shown in the following table:

(Dollars in thousands)Change
Years Ended December 31,20242023$%
Mortgage banking revenues:
Realized gains on loan sales, net (1)$8,776$4,282$4,494105%
Changes in fair value, net (2)(1)232(233)(100)
Loan servicing fee income, net (3)2,2062,146603
Total mortgage banking revenues$10,981$6,660$4,32165%
Loans sold to the secondary market (4)$416,141$249,972$166,16966%

(1)Includes gains on loan sales, commission income on loans originated for others, servicing right gains, and gains (losses) on forward loan commitments.

(2)Represents fair value changes on mortgage loans held for sale and forward loan commitments.

(3)Represents loan servicing fee income, net of servicing right amortization and valuation adjustments.

(4)Includes brokered loans (loans originated for others).

Mortgage banking revenues increased by $4.3 million, or 65%, in 2024. The increase in mortgage banking revenues was mainly attributable to increases in both sales volume and sales yield.

Loan related derivative income from interest rate swap contracts with commercial borrowers decreased by $923 thousand, or 66%, in 2024, reflecting a decline in volume.

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Management's Discussion and Analysis

Income from BOLI was down by $447 thousand, or 13%, from 2023, reflecting the recognition of $658 thousand in non-taxable income in 2023 associated with the receipt of life insurance proceeds.

Other income was up by $3.2 million, or 242%, from 2023, primarily due to the receipt of income associated with a litigation settlement and the net gain on the sale of a bank-owned operations facility as mentioned above.

Noninterest Expense

The following table presents noninterest expense comparisons:

(Dollars in thousands)Change
Years Ended December 31,20242023$%
Noninterest expense:
Salaries and employee benefits$86,260$82,458$3,8025%
Outsourced services16,25814,5211,73712
Net occupancy9,7859,6361492
Equipment3,8384,318(480)(11)
Legal, audit and professional fees3,1283,891(763)(20)
FDIC deposit insurance costs5,5134,66784618
Advertising and promotion2,6262,562642
Amortization of intangibles826843(17)(2)
Other8,83510,661(1,826)(17)
Total noninterest expense$137,069$133,557$3,5123%

Noninterest Expense Analysis

Salaries and employee benefits expense, the largest component of noninterest expense, increased by $3.8 million, or 5%, from 2023. This included higher performance-based incentive compensation, merit increases, and lower staffing levels.

Outsourced services expense increased by $1.7 million, or 12%, from 2023. Equipment expense decreased by $480 thousand, or 11%, from 2023. Both the increase in outsourced services expense and decline in equipment expense reflected changes to and expansion of services, including software as a service, that are provided by third-party vendors, as well as volume-related increases in third-party costs.

Legal, audit and professional fees decreased by $763 thousand, or 20%, in 2024, reflecting lower legal fees.

FDIC deposit insurance costs for the 2024 increased by $846 thousand, or 18%, from 2023, reflecting the impact of increases in average assets from a year ago and a higher FDIC deposit assessment rate.

Other expenses for 2024 decreased by $1.8 million, or 17%, from 2023. In 2023, a charitable contribution expense as a $1.0 million contribution was made to Washington Trust’s charitable foundation. There was no such expense in 2024.

Income Taxes

The following table presents the Corporation’s income tax expense and effective tax rate for the periods indicated:

(Dollars in thousands)
Years ended December 31,20242023
Income tax (benefit) expense($10,759)$8,305
Adjusted income tax expense (non-GAAP)$11,161$11,558
Effective income tax rate27.7%14.7%
Adjusted effective income tax rate (non-GAAP)21.5%20.5%
Blended statutory rate25.3%25.5%

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Management's Discussion and Analysis

The effective tax rates differed from the federal rate of 21%, primarily due to state income tax benefits, tax-exempt income, income from BOLI, and federal tax credits. The blended statutory rates include the federal income tax rate of 21% and a blended state income tax rate net of a federal tax benefit.

In 2024, the Corporation recognized an income tax benefit of $10.8 million, compared to income tax expense of $8.3 million in 2023. The effective tax rate for 2024 was 27.7%, compared to a rate 14.7% for 2023. The year over year comparisons include the impact of the balance sheet repositioning transactions, litigation settlement income and net gain on sale of a bank-owned operations facility in 2024, as well as a net tax expense reduction associated with a state tax legislative change and valuation allowance adjustment in 2023. Excluding these items, the adjusted effective income tax rate (non-GAAP) increased to 21.5% in 2024 from 20.5% in 2023, reflecting changes in state tax expense, lower levels of income from BOLI and tax-exempt income, and higher excess tax expense associated with the settlement of share-based awards.

The Corporation’s net deferred tax assets amounted to $63.0 million at December 31, 2024, compared to $53.8 million at December 31, 2023. This increase included the establishment of a deferred tax asset associated with the loans that were reclassified to held for sale and written down to fair value in December 2024, as part of the balance sheet repositioning transactions. This deferred tax asset was realized in January 2025 when the loan sale was completed. Management’s assessment considered the Corporation’s forecasted future taxable income, existing taxable temporary differences along with tax planning strategies. Management believes deferred tax assets, net of the valuation allowance, are more-likely-than-not to be realized.

See Note 11 to the Consolidated Financial Statements for additional information regarding income taxes.

Segment Reporting

The Corporation manages its operations through two reportable business segments, consisting of Commercial Banking and Wealth Management Services. See Note 18 to the Consolidated Financial Statements.

Commercial Banking

The following table presents a summarized statement of operations for the Commercial Banking business segment:

(Dollars in thousands)Change
Years Ended December 31,20242023$%
Net interest income$128,448$137,061($8,613)(6%)
Provision for credit losses2,4003,200(800)(25)
Net interest income after provision for credit losses126,048133,861(7,813)(6)
Noninterest income(69,609)20,006(89,615)(448)
Noninterest expense108,789102,9665,8236
Income before income taxes(52,350)50,901(103,251)(203)
Income tax expense(13,530)7,028(20,558)(293)
Net income($38,820)$43,873($82,693)(188%)

Net interest income for the Commercial Banking segment decreased by $8.6 million, or 6%, from 2023. Net interest income was adversely impacted by higher rates paid on, and increases in, average interest-bearing liability balances, which offset the benefit of higher yields on, and increases in, average interest-earning asset balances.

The provision for credit losses decreased by $800 thousand, or 25%, from 2023. See additional discussion under the caption “Provision for Credit Losses.”

Noninterest income derived from the Commercial Banking segment was a loss of $69.6 million, compared to income of $20.0 million in 2023. Noninterest income in 2024 included net losses recognized on balance sheet repositioning transactions, as well as a net gain recognized on the sale of a bank-owned operations facility. Excluding these items, the year over year change in Commercial Banking noninterest reflected higher mortgage banking revenues that was partially offset by lower loan related derivative income. See additional discussion under the caption “Noninterest Income” above.

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Management's Discussion and Analysis

Commercial Banking noninterest expenses were up by $5.8 million, or 6%, from 2023, largely reflecting increases in salaries and employee benefits expense, outsourced services, and FDIC deposit insurance costs. See additional disclosure under the caption “Noninterest Expense” above.

Wealth Management Services

The following table presents a summarized statement of operations for the Wealth Management Services business segment:

(Dollars in thousands)Change
Years Ended December 31,20242023$%
Net interest income (expense)$—$37($37)(100%)
Noninterest income41,81236,1345,67816
Noninterest expense28,28030,591(2,311)(8)
Income before income taxes13,5325,5807,952143
Income tax expense2,7711,2771,494117
Net income$10,761$4,303$6,458150%

Noninterest income for the Wealth Management Services segment was $41.8 million, up by $5.7 million, or 16%, from 2023, reflecting an increase in asset-based revenues, as well as the receipt of income associated with a litigation settlement. See further discussion of wealth management revenues under the caption “Noninterest Income” above.

Noninterest expenses for the Wealth Management Services segment decreased by $2.3 million, or 8%, compared to 2023, largely reflecting decreases in salaries and employee benefits expense, legal fees, and other expenses. See additional discussion under the caption “Noninterest Expense” above.

Financial Condition

Summary

The following table presents selected financial condition data:

(Dollars in thousands)Change
December 31,20242023$%
Mortgage loans held for sale, at lower of cost or market$281,706$—$281,706100%
Available for sale debt securities916,3051,000,380(84,075)(8)
Total loans5,137,8385,647,706(509,868)(9)
Allowance for credit losses on loans41,96041,0579032
Total assets6,930,6477,202,847(272,200)(4)
Total deposits5,115,8005,348,160(232,360)(4)
FHLB advances1,125,0001,190,000(65,000)(5)
Total shareholders’ equity499,728472,68627,0426

As further disclosed under the caption “Overview,” in December 2024, the Corporation completed an equity offering and announced a subsequent balance sheet repositioning involving the sale of lower-yielding residential mortgage loans and debt securities, the purchase of debt securities with current market yields, and the repayment of wholesale funding balances.

Mortgage loans held for sale at lower of cost or market totaled $281.7 million at December 31, 2024, as loans with an amortized cost balance of $344.6 million that were held in portfolio were reclassified to held for sale as part of the balance sheet repositioning transactions. These loans were written down to their fair value.

The securities portfolio decreased by $84.1 million, or 8%, from the end of 2023, reflecting routine pay-downs on mortgage-backed securities and a decrease in fair value of available for sale securities due to changes in market interest rates.

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Management's Discussion and Analysis

Total loans decreased by $509.9 million, or 9%, from the balance at December 31, 2023, largely reflecting a decrease in the residential real estate loan portfolio, which included the reclassification of loans to held for sale associated with the balance sheet repositioning transactions.

Total deposit balances decreased by $232.4 million, or 4%, from the end of 2023, reflecting a decrease in wholesale brokered time deposits that was partially offset by in-market deposit growth. FHLB advances decreased by $65.0 million, or 5%, from December 31, 2023. Both FHLB and wholesale brokered time deposits decreased in 2024, reflecting less need for wholesale funding and the use of net proceeds received from December 2024 equity offering to pay down balances.

Shareholders’ equity increased by $27.0 million, or 6%, from the end of 2023, as the net capital raised from the equity offering of $70.5 million and a net increase in the AOCL component of shareholders’ equity were partially offset by a net loss and dividend declarations.

Securities

Investment security activity is monitored by the Investment Committee, the members of which also sit on the ALCO.  Asset and liability management objectives are the primary influence on the Corporation’s investment activities.  However, the Corporation also recognizes that there are certain specific risks inherent in investment activities.  The securities portfolio is managed in accordance with regulatory guidelines and established internal corporate investment policies that provide limitations on specific risk factors such as market risk, credit risk and concentration, liquidity risk, and operational risk to help monitor risks associated with investing in securities.  Reports on the activities conducted by the Investment Committee and the ALCO are presented to the Board of Directors on a regular basis.

The Corporation’s securities portfolio is managed to generate interest income, to implement interest rate risk management strategies, and to provide a readily available source of liquidity for balance sheet management. Securities are designated as either available for sale, held to maturity or trading at the time of purchase. The Corporation does not maintain a portfolio of trading securities and does not have securities designated as held to maturity. Securities available for sale may be sold in response to changes in market conditions, prepayment risk, rate fluctuations, liquidity, or capital requirements. Debt securities available for sale are reported at fair value, with any unrealized gains and losses excluded from earnings and reported as a separate component of shareholders’ equity, net of tax, until realized.

Determination of Fair Value

The Corporation uses an independent pricing service to obtain quoted prices. The prices provided by the independent pricing service are generally based on observable market data in active markets. The determination of whether markets are active or inactive is based upon the level of trading activity for a particular security class. Management reviews the independent pricing service’s documentation to gain an understanding of the appropriateness of the pricing methodologies. Management also reviews the prices provided by the independent pricing service for reasonableness based upon current trading levels for similar securities. If the prices appear unusual, they are re-examined and the value is either confirmed or revised. In addition, management periodically performs independent price tests of securities to ensure proper valuation and to verify our understanding of how securities are priced. As of December 31, 2024 and 2023, management did not make any adjustments to the prices provided by the pricing service.

Our fair value measurements generally utilize Level 2 inputs, representing quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, and model-derived valuations in which all significant input assumptions are observable in active markets.

See Notes 3 and 10 to the Consolidated Financial Statements for additional information regarding the determination of fair value of investment securities.

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Management's Discussion and Analysis

Securities Portfolio

The carrying amounts of securities held are as follows:

(Dollars in thousands)
December 31,20242023
Amount% of TotalAmount% of Total
Available for Sale Debt Securities:
Obligations of U.S. government agencies and U.S. government-sponsored enterprises$38,6124%$225,74223%
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises855,14794753,95675
Obligations of states and political subdivisions655
Individual name issuer trust preferred debt securities9,22118,7931
Corporate bonds12,670111,8891
Total available for sale debt securities$916,305100%$1,000,380100%

The securities portfolio represented 13% of total assets at December 31, 2024, compared to 14% of total assets at December 31, 2023. The largest component of the securities portfolio is mortgage-backed securities, all of which are issued by U.S. government agencies or U.S. government-sponsored enterprises.

As part of the December 2024 balance sheet repositioning transactions, the Bank sold available for sale debt securities with an amortized cost balance of $409.5 million (fair value of $378.4 million) and a weighted average yield of 2.65% and reinvested $378.4 million into purchases of available for sale debt securities with a weighted average yield of 5.30%. These sales resulted in a net realized pre-tax loss of $31.0 million that was recognized in December 2024.

The carrying value of the securities portfolio decreased by $84.1 million, or 8%, from the end of 2023. The decrease included $72.1 million of routine pay-downs and maturities of mortgage-backed securities, as well as a temporary decline in the fair value of available for sale debt securities.

As of December 31, 2024, the carrying amount of available for sale debt securities included net unrealized losses of $133.3 million, compared to net unrealized losses of $152.2 million as of December 31, 2023. The decline in unrealized losses in 2024 reflected the impact of the sales of securities mentioned above, as well as net of changes in the fair value of securities. The net unrealized losses at December 31, 2024 and 2023 were concentrated mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises and were primarily attributable to relative changes in market interest rates since the time of purchase. See Note 3 to the Consolidated Financial Statements for additional information.

Federal Home Loan Bank Stock

The Bank is a member of the FHLB, which is a cooperative that provides services to its member banking institutions. The primary reason for the Bank’s membership is to gain access to a reliable source of wholesale funding in order to manage interest rate risk. The purchase of FHLB stock is a requirement for a member to gain access to funding. The Bank purchases FHLB stock in proportion to the volume of funding received and views the purchases as a necessary long-term investment for the purposes of balance sheet liquidity and not for investment return. The Bank’s investment in FHLB stock totaled $49.8 million at December 31, 2024, compared to $51.9 million at December 31, 2023. See Note 1 to the Consolidated Financial Statements for additional information.

Loans

Total loans amounted to $5.1 billion at December 31, 2024, down by $509.9 million, or 9%, from the end of 2023. This decline largely reflected a decrease in the residential real estate loan portfolio, which included the reclassification of $344.6 million of loans to held for sale associated with the balance sheet repositioning transactions.

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Management's Discussion and Analysis

The following table sets forth the composition of the Corporation’s loan portfolio:

(Dollars in thousands)
December 31,20242023
Amount%Amount%
Commercial:
Commercial real estate (1)$2,154,50442%$2,106,35937%
Commercial & industrial (2)542,47410605,07211
Total commercial2,696,978522,711,43148
Residential real estate:
Residential real estate (3)2,126,171412,604,47846
Consumer:
Home equity297,1196312,5946
Other (4)17,570119,203
Total consumer314,6897331,7976
Total loans$5,137,838100%$5,647,706100%

(1)CRE consists of commercial mortgages primarily secured by income-producing property, as well as construction and development loans. Construction and development loans are made to businesses for land development or the on-site construction of industrial, commercial, or residential buildings.

(2)C&I consists of loans to businesses and individuals, a portion of which are fully or partially collateralized by real estate.

(3)Residential real estate consists of mortgage and homeowner construction loans secured by one- to four-family residential properties. Also, includes a $1.5 million negative basis adjustment associated with fair value hedges at December 31, 2024. See Note 9 to the Consolidated Financial Statements for additional disclosure.

(4)Other consists of loans to individuals secured by general aviation aircraft and other personal installment loans.

An analysis of the maturity and interest rate sensitivity of the Corporation’s loan portfolio as of December 31, 2024 follows:

(Dollars in thousands)CommercialConsumer
CRE (1)C&ITotal CommercialResidential Real Estate (2)Home EquityOtherTotal ConsumerTotal
Amounts due in:
One year or less$310,183$127,689$437,872$49,309$4,644$2,518$7,162$494,343
After one year to five years1,389,583300,2951,689,878209,72316,4026,67423,0761,922,677
After five years to fifteen years454,738114,124568,862636,35436,5356,83543,3701,248,586
After fifteen years3663661,230,785239,5381,543241,0811,472,232
Total$2,154,504$542,474$2,696,978$2,126,171$297,119$17,570$314,689$5,137,838
Interest rate terms on amounts due after one year:
Fixed rates$634,177$95,569$729,746$941,210$56,766$12,409$69,175$1,740,131
Variable rates1,210,144319,2161,529,3601,135,652235,7092,643238,3522,903,364

(1)Includes construction and development loans that will convert to repayment terms following the construction period and will be reclassified to either the CRE or C&I category.

(2)Includes homeowner construction loans. Maturities of homeowner construction loans are included based on their contractual conventional mortgage repayment terms following the completion of construction.

Generally, the actual maturity of loans is substantially shorter than their contractual maturity due to prepayments and, in the case of loans secured by real estate, due to payoff of loans upon the sale of the property by the borrower. The average life of loans secured by real estate tends to increase when market loan rates are higher than rates on existing portfolio loans and, conversely, tends to decrease when rates on existing portfolio loans are higher than market loan rates. Under the latter scenario, the average yield on portfolio loans tends to decrease as higher yielding loans are repaid or refinanced at lower rates. Due to the fact that the Bank may, consistent with industry practice, renew a significant portion of commercial loans at or immediately prior to their maturity by renewing the loans on substantially similar or revised terms, the principal repayments actually received by the Bank are anticipated to be significantly less than the amounts contractually due in any

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Management's Discussion and Analysis

particular period. In other circumstances, a loan, or a portion of a loan, may not be repaid due to the borrower’s inability to satisfy the contractual terms of the loan.

Commercial Loans

The commercial loan portfolio represented 52% of total loans at December 31, 2024, compared to 48% of total loans at December 31, 2023.

In making commercial loans, we may occasionally solicit the participation of other banks. The Bank also participates in commercial loans originated by other banks. In such cases, these loans are individually underwritten by us using standards similar to those employed for our self-originated loans. Our participation in commercial loans originated by other banks amounted to $685.7 million and $652.7 million, respectively, at December 31, 2024 and 2023. Our participation in commercial loans originated by other banks also includes shared national credits.

Commercial loans fall into two main categories, CRE and C&I loans. CRE loans consist of commercial mortgages secured by non-owner occupied real property where the primary source of repayment is derived from rental income associated with the property or the proceeds of the sale, refinancing or permanent financing of the property. CRE loans also include construction loans made to businesses for land development or the on-site construction of industrial, commercial, or residential buildings. C&I loans primarily provide working capital, equipment financing, and financing for other business-related purposes. C&I loans are frequently collateralized by equipment, inventory, accounts receivable, and/or general business assets.  A portion of the Bank’s C&I loans is also collateralized by owner occupied real estate.  C&I loans also include tax-exempt loans made to states and political subdivisions, as well as industrial development or revenue bonds issued through quasi-public corporations for the benefit of a private or non-profit entity where that entity rather than the governmental entity is obligated to pay the debt service.

From time to time, commercial loans may be reclassified between CRE and C&I categories, reflecting underlying changes in loans to/from owner occupied from/to non-owner occupied. Additionally, certain construction loans may be reclassified to C&I when the construction phase is complete and the loan transitions to permanent financing.

Commercial Real Estate Loans

CRE loans totaled $2.2 billion at December 31, 2024, up by $48.1 million, or 2%, from the balance at December 31, 2023.

In 2024, CRE loan originations and advances amounted to $272.5 million and were partially offset by principal payments.

Construction and development loans included in the CRE loan portfolio amounted to $102.2 million and $214.6 million, respectively, as of December 31, 2024 and 2023.

Shared national credit balances outstanding included in the CRE loan portfolio totaled $84.7 million and $47.4 million, respectively, at December 31, 2024 and 2023. At December 31, 2024 and December 31, 2023 balances of $63.7 million and $29.0 million, respectively, were included in the pass-rated category of commercial loan credit quality and balances of $21.0 million and $18.4 million, respectively, were included in the classified category. All of these loans were current with respect to payment terms at both dates.

The following table presents a geographic summary of CRE loans by property location:

(Dollars in thousands)December 31, 2024December 31, 2023
Outstanding Balance% of TotalOutstanding Balance% of Total
Connecticut$839,07939%$815,97539%
Massachusetts663,02631645,73631
Rhode Island434,24420430,89920
Subtotal1,936,349901,892,61090
All other states218,15510213,74910
Total$2,154,504100%$2,106,359100%

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Management's Discussion and Analysis

Management considers the CRE portfolio to be well-diversified with loans across several property types. As discussed further below, the multi-family property type was the largest segment and represented 11% of total loans at December 31, 2024. There were no other property types within the CRE portfolio that exceeded 10% of total loans. The following table presents a summary of CRE loans by property type segmentation:

(Dollars in thousands)December 31, 2024December 31, 2023
Outstanding Balance (1)% of TotalOutstanding Balance (1)% of Total
CRE Portfolio Segmentation:
Multi-family$567,24326%$546,69426%
Retail433,14620434,91321
Industrial and warehouse358,42517307,98715
Office289,85313284,19913
Hospitality213,58510235,01511
Healthcare facility205,85810175,4908
Mixed-use29,023149,0792
Other57,371372,9824
Total CRE loans$2,154,504100%$2,106,359100%
Average CRE loan size (2)$5,255$5,366
Largest individual CRE loan outstanding$65,482$65,458

(1)Does not include unfunded commitments of $168.3 million and $351.5 million, respectively, as of December 31, 2024 and 2023.

(2)Total commitment (outstanding loan balance plus unfunded commitments) divided by number of loans.

Multi-family totaled $567.2 million as of December 31, 2024, and is our largest single CRE segment, representing 26% of the total CRE portfolio. This segment includes non-owner occupied residential properties consisting of four or more units that are rented to tenants. At December 31, 2024, the credit quality of the multi-family segment was 100% pass-rated. Also, there were no nonaccrual loans and all loans in this segment were current with respect to payment terms at December 31, 2024.

In 2024, there continues to be heightened focus in the banking industry on the CRE office sector, given the continuation of remote work and an increase in vacancies across the office market. As of December 31, 2024, Washington Trust’s CRE office loan segment totaled $289.9 million, or 6% of total loans and 13% of the total CRE loans. These office loans are secured by properties located in our primary lending market area of southern New England - Connecticut, Massachusetts and Rhode Island. Furthermore, approximately 68% of the CRE office segment balance of $289.9 million is secured by properties located in suburban areas. As of December 31, 2024, 100% of the CRE office loans were current with respect to payment terms, and 97% of the CRE office segment balance was on accruing status. Additionally, the credit quality of the CRE office loan segment was 84% pass-rated, 3% special mention and 13% classified as of December 31, 2024.

Commercial and Industrial Loans

C&I loans amounted to $542.5 million at December 31, 2024, down by $62.6 million, or 10%, from the balance at December 31, 2023.

In 2024, C&I originations, advances and line utilization amounted to $55.2 million and were more than offset by payments.

Shared national credit balances outstanding included in the C&I loan portfolio totaled $71.0 million and $66.3 million, respectively, at December 31, 2024 and 2023. All of these loans were included in the pass-rated category of commercial loan credit quality and were current with respect to payment terms at both December 31, 2024 and 2023.

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Management's Discussion and Analysis

Management considers the C&I portfolio to be well-diversified with loans across several industries. The following table presents a summary of C&I loan by industry segmentation:

(Dollars in thousands)December 31, 2024December 31, 2023
Outstanding Balance (1)% of TotalOutstanding Balance (1)% of Total
C&I Portfolio Segmentation:
Healthcare and social assistance$126,54723%$166,49028%
Real estate rental and leasing63,9921270,54012
Transportation and warehousing55,7841063,78911
Educational services47,092941,9687
Retail trade41,132843,7467
Manufacturing32,140654,9059
Finance and insurance26,557533,6176
Information22,265422,6744
Arts, entertainment and recreation19,861422,2494
Accommodation and food services12,368213,5022
Professional, scientific and technical services10,84527,9981
Public administration2,1863,019
Other81,7051560,5759
Total C&I loans$542,474100%$605,072100%
Average C&I loan size (2)$798$844
Largest individual C&I loan outstanding$25,333$25,324

(1)Does not include unfunded commitments of $307.9 million and $341.9 million, respectively, as of December 31, 2024 and 2023.

(2)Total commitment (outstanding loan balance plus unfunded commitments) divided by number of loans.

Healthcare and social assistance totaled $126.5 million as of December 31, 2024, and is our largest single C&I segment, representing 23% of the total C&I portfolio. This segment includes specialty medical practices, elder services, and community and mental health centers. At December 31, 2024, the credit quality of the healthcare and social assistance segment was 86% pass-rated and 14% was special mention. Also, there were no nonaccrual loans and all loans in this segment were current with respect to payment terms at December 31, 2024.

Residential Real Estate Loans

The residential real estate loan portfolio represented 41% of total loans at December 31, 2024, compared to 46% of total loans at December 31, 2023.

Residential real estate loans held in portfolio amounted to $2.1 billion at December 31, 2024, down by $478.3 million, or 18%, from the balance at December 31, 2023. This decrease included the reclassification of $344.6 million of loans, with a weighted average rate of 3.02%, to held for sale associated with balance sheet repositioning transactions. In addition, total origination activity declined and a lower proportion of loans was originated for portfolio in 2024.

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Management's Discussion and Analysis

The following is a geographic summary of residential real estate loans by property location:

(Dollars in thousands)December 31, 2024December 31, 2023
Amount% of TotalAmount% of Total
Massachusetts$1,530,84772%$1,928,20674%
Rhode Island443,23721481,28919
Connecticut128,9336165,9336
Subtotal2,103,017992,575,42899
All other states23,154129,0501
Total (1)$2,126,171100%$2,604,478100%

(1)Includes residential mortgage loans purchased from and serviced by other financial institutions totaling $46.8 million and $53.4 million, respectively, as of December 31, 2024 and 2023.

Residential real estate loans are originated both for sale to the secondary market, as well as for retention in the Bank’s loan portfolio. We also originate residential real estate loans for various investors in a broker capacity, including conventional mortgages and reverse mortgages.

The table below presents residential real estate loan origination activity:

(Dollars in thousands)
Years ended December 31,20242023
Amount% of TotalAmount% of Total
Originations for retention in portfolio (1)$92,46618%$459,89264%
Originations for sale to the secondary market (2)418,08082260,59236
Total$510,546100%$720,484100%

(1)Includes the full commitment amount of homeowner construction loans.

(2)Includes brokered loans (loans originated for others).

Residential real estate loan origination and refinancing activities decreased in response to increases in market interest rates and changes in the housing markets. The proportion of residential real estate loans originated for portfolio has decreased for balance sheet management purposes.

The table below presents residential real estate loan sales activity:

(Dollars in thousands)
Years ended December 31,20242023
Amount% of TotalAmount% of Total
Loans sold with servicing rights retained$128,91831%$108,17743%
Loans sold with servicing rights released (1)287,22369141,79557
Total$416,141100%$249,972100%

(1)Includes brokered loans (loans originated for others).

We have active relationships with various secondary market investors that purchase residential real estate loans we originate. In addition to managing our interest rate risk position and earnings through the sale of these loans, we are also able to manage our liquidity position through timely sales of residential real estate loans to the secondary market.

Loans are sold with servicing retained or released. Loans sold with servicing rights retained result in the capitalization of servicing rights. Loan servicing rights are included in other assets and are subsequently amortized as an offset to mortgage banking revenues over the estimated period of servicing. The net balance of capitalized servicing rights amounted to $7.7 million and $8.5 million, respectively, as of December 31, 2024 and 2023. The balance of residential mortgage loans

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Management's Discussion and Analysis

serviced for others, which are not included in the Consolidated Balance Sheets, amounted to $1.4 billion at December 31, 2024, compared to $1.5 billion at December 31, 2023.

Consumer Loans

The consumer loan portfolio represented 7% of total loans at December 31, 2024, compared to 6% at December 31, 2023.

Consumer loans include home equity loans and lines of credit and personal installment loans. Home equity lines of credit and home equity loans represented 94% of the total consumer portfolio at December 31, 2024. Our home equity line and home equity loan origination activities are conducted primarily in southern New England. The Bank estimates that approximately 50% of the combined home equity lines of credit and home equity loan balances are first lien positions or subordinate to other Washington Trust mortgages.

The consumer loan portfolio totaled $314.7 million at December 31, 2024, down by $17.1 million, or 5%, from December 31, 2023, largely reflecting decreases in home equity lines and loans. Purchased consumer loans, consisting of loans to individuals secured by general aviation aircraft, amounted to $11.6 million and $13.2 million, respectively, at December 31, 2024 and 2023.

Investment in Bank-Owned Life Insurance

BOLI amounted to $106.8 million and $103.7 million, respectively, at December 31, 2024 and 2023. BOLI provides a means to mitigate increasing employee benefit costs.  The Corporation expects to benefit from the BOLI contracts as a result of the tax-free growth in cash surrender value and death benefits that are expected to be generated over time.  The purchase of the life insurance policy results in an income-earning asset on the Consolidated Balance Sheets that provides monthly tax-free income to the Corporation.  The largest risk to the BOLI program is credit risk of the insurance carriers.  To mitigate this risk, annual financial condition reviews are completed on all carriers.  BOLI is invested in the “general account” of quality insurance companies.  All such general account carriers were rated as investment grade at December 31, 2024 by credit rating agencies such as A.M. Best, Moody’s and S&P.  BOLI is included in the Consolidated Balance Sheets at its cash surrender value.  Increases in BOLI’s cash surrender value are reported as a component of noninterest income in the Consolidated Statements of Income (Loss).

Asset Quality

Management continually monitors the asset quality of the loan portfolio using all available information. The Board of Directors monitors credit risk management through two committees, the Finance Committee and the Audit Committee.  The Finance Committee has oversight responsibility for the credit granting function, including approval authority for credit granting policies, review of management’s credit granting activities and approval of large exposure credit requests.  The Audit Committee has oversight responsibility for the ERM program, which includes credit risk management activities performed by management such as the monitoring of the credit quality of the loan portfolio, conducting a credit review program and determining the adequacy of the ACL. The Audit Committee also approves the policy and methodology for establishing the ACL. These committees report the results of their respective oversight functions to the Board of Directors.  In addition, the Board of Directors receives information concerning asset quality measurements and trends on a regular basis.

In the course of resolving problem loans, the Corporation may choose to modify the contractual terms of certain loans. A loan that has been modified is considered a TLM when the modification is made to a borrower experiencing financial difficulty and the modification has a direct impact to the contractual cash flows. The decision to modify a loan, versus aggressively enforcing the collection of the loan, may benefit the Corporation by increasing the ultimate probability of collection. See Note 4 to the Consolidated Financial Statements for additional information regarding TLMs.

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Management's Discussion and Analysis

Nonperforming Assets

Nonperforming assets include nonaccrual loans and OREO.

The following table presents nonperforming assets and additional asset quality data:

(Dollars in thousands)
December 31,20242023
Commercial:
Commercial real estate$10,053$32,827
Commercial & industrial515682
Total commercial10,56833,509
Residential Real Estate:
Residential real estate10,7679,626
Consumer:
Home equity1,9721,483
Other
Total consumer1,9721,483
Total nonaccrual loans23,30744,618
OREO, net683
Total nonperforming assets$23,307$45,301
Nonperforming assets to total assets0.34%0.63%
Nonperforming loans to total loans0.45%0.79%
Total past due loans to total loans0.23%0.20%
Allowance for credit losses on loans to total loans0.82%0.73%
Allowance for credit losses on loans to nonaccrual loans180.03%92.02%
Accruing loans 90 days or more past due$—$—

Nonaccrual Loans

Loans, with the exception of certain well-secured loans that are in the process of collection, are placed on nonaccrual status and interest recognition is suspended when such loans are 90 days or more overdue with respect to principal and/or interest, or sooner if considered appropriate by management. Loans are removed from nonaccrual status when they have been current as to principal and interest (generally for six months), the borrower has demonstrated an ability to comply with repayment terms, and when, in management’s opinion, the loans are considered to be fully collectible. During 2024, the Corporation made no changes in its practices or policies concerning the placement of loans into nonaccrual status.

Interest income that would have been recognized if loans on nonaccrual status had been current in accordance with their original terms was approximately $1.6 million in 2024, compared to $3.4 million in 2023.  Interest income attributable to these loans included in the Consolidated Statements of Income (Loss) amounted to approximately $908 thousand and $2.9 million, respectively, in 2024 and 2023.

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Management's Discussion and Analysis

The following table presents the activity in nonaccrual loans:

(Dollars in thousands)
Years ended December 31,20242023
Balance at beginning of period$44,618$12,846
Additions to nonaccrual status8,28440,276
Loans returned to accruing status(14,410)(1,636)
Loans charged-off(2,413)(577)
Loans transferred to other real estate owned(683)
Payments, payoffs and other changes(12,772)(5,608)
Balance at end of period$23,307$44,618

The following table presents additional detail on nonaccrual loans:

(Dollars in thousands)December 31, 2024December 31, 2023
Days Past DueDays Past Due
Current30-8990 or MoreTotal Nonaccrual% (1)Current30-8990 or MoreTotal Nonaccrual% (1)
Commercial:
Commercial real estate$10,053$—$—$10,0530.47%$32,827$—$—$32,8271.56%
Commercial & industrial5155150.096826820.11
Total commercial10,05351510,5680.3933,50933,5091.24
Residential Real Estate:
Residential real estate5,9752,4192,37310,7670.514,1053,5122,0099,6260.37
Consumer:
Home equity8322339071,9720.661276217351,4830.47
Other
Total consumer8322339071,9720.631276217351,4830.45
Total nonaccrual loans$16,860$3,167$3,280$23,3070.45%$37,741$4,133$2,744$44,6180.79%

(1)Percentage of nonaccrual loans to the total loans outstanding within the respective class.

There were no significant commitments to lend additional funds to borrowers whose loans were on nonaccrual status at December 31, 2024.

As of December 31, 2024, the composition of nonaccrual loans was 45% commercial and 55% residential and consumer. This compared to 75% commercial and 25% residential and consumer as of December 31, 2023.

Total nonaccrual loans decreased by $21.3 million from the end of 2023, reflecting a decline in nonaccrual commercial real estate loans.

Nonaccrual CRE loans declined by $22.8 million from the balance at December 31, 2023. This decline was primarily attributable to two loans secured by properties in our primary lending area of southern New England. One loan, with a carrying value of $13.7 million, was in the healthcare facility segment, returned to accruing status in the first quarter of 2024 and paid off in the third quarter of 2024. The second loan, with a carrying value of $10.5 million, was in the office segment and was resolved due to the sale of the underlying property to a third party in fourth quarter of 2024. The payoff received on this CRE office loan was $9.5 million, resulting in a charge-off of $976 thousand being recognized in the fourth quarter of 2024.

As of December 31, 2024, the balance of nonaccrual CRE loans consisted of two collateral dependent loans. One loan for $6.7 million (net of charge-offs to date of $1.4 million) was modified as a TLM in 2023, and another loan for $3.3 million was placed on nonaccrual status and modified as a TLM in 2024. Both of these loans are secured by office properties in our

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Management's Discussion and Analysis

primary lending area of southern New England and are current with respect to payment terms at December 31, 2024. These loans were individually assessed for credit impairment and based on the estimated fair value of the collateral less estimated costs to sell (when appropriate), specific reserves of $1.3 million were deemed necessary at December 31, 2024.

Nonaccrual residential real estate mortgage loans amounted to $10.8 million at December 31, 2024, up by $1.1 million from the end of 2023. As of December 31, 2024, the balance of nonaccrual residential mortgage loans was predominately secured by properties in Massachusetts, Connecticut and Rhode Island. Included in total nonaccrual residential real estate loans at December 31, 2024 were two loans purchased for portfolio and serviced by others totaling $535 thousand.  Management monitors the collection efforts of its third-party servicers as part of its assessment of the collectability of nonperforming loans.

Past Due Loans

The following table presents past due loans by class:

(Dollars in thousands)
December 31,20242023
Amount% (1)Amount% (1)
Commercial:
Commercial real estate$—%$—%
Commercial & industrial9000.1710
Total commercial9000.0310
Residential Real Estate:
Residential real estate7,7410.368,1160.31
Consumer:
Home equity2,9470.993,1961.02
Other3942.24230.12
Total consumer3,3411.063,2190.97
Total past due loans$11,9820.23%$11,3450.20%

(1)Percentage of past due loans to the total loans outstanding within the respective class.

The composition of past due loans (loans past due 30 days or more) was 92% residential and consumer and 8% commercial at December 31, 2024 and essentially all residential and consumer at December 31, 2023.

Total past due loans increased by $637 thousand from the end of 2023.

Total past due loans included $6.4 million of nonaccrual loans as of December 31, 2024, compared to $6.9 million of as of December 31, 2023.

All loans 90 days or more past due at December 31, 2024 and 2023 were classified as nonaccrual.

Potential Problem Loans

The Corporation classifies certain loans as “substandard,” “doubtful,” or “loss” based on criteria consistent with guidelines provided by banking regulators.  Potential problem loans include classified accruing commercial loans that were less than 90 days past due at December 31, 2024 and other loans for which known information about possible credit problems of the related borrowers causes management to have doubts as to the ability of such borrowers to comply with the present loan repayment terms and which may result in disclosure of such loans as nonperforming at some time in the future.

Potential problem loans are not included in the amounts of nonaccrual presented above.  They are assessed for loss exposure using the methods described in Note 4 to the Consolidated Financial Statements under the caption “Credit Quality Indicators.” Management cannot predict the extent to which economic conditions or other factors may impact borrowers and the potential problem loans.  Accordingly, there can be no assurance that other loans will not become 90 days or more past due, be placed on nonaccrual, become modified, or require increased allowance coverage and provision for credit losses on loans.

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Management's Discussion and Analysis

Management has identified $28.2 million in potential problem loans at December 31, 2024, compared to $22.9 million at December 31, 2023. As of December 31, 2024, the balance of potential problem loans largely consisted of two CRE loans secured by office properties in Massachusetts. At December 31, 2024, these loans were current with respect to payment terms.

Allowance for Credit Losses on Loans

The ACL on loans is management’s estimate of expected lifetime credit losses on loans carried at amortized cost.  The ACL on loans is established through a provision for credit losses recognized in earnings. The ACL on loans is reduced by charge-offs on loans and is increased by recoveries of amounts previously charged off.

The Corporation’s general practice is to identify problem credits early. To determine if a loan should be charged-off, all possible sources of repayment are analyzed. Possible sources of repayment include the potential for future cash flows, the value of underlying collateral, and the strength of guarantors. Full or partial charge-offs are recognized as promptly as practicable when available information confirms that the collection of loan principal is unlikely. For collateral dependent loans, this confirming information may include an appraisal that reflects a shortfall between the value of the collateral and the carrying value of the loan or a deficiency balance following the sale of the collateral.

Appraisals are generally obtained with values determined on an “as is” basis from independent appraisal firms for real estate collateral dependent loans in the process of collection or when warranted by other deterioration in the borrower’s credit status. New appraisals are generally obtained for nonaccrual loans or when management believes it is warranted. The Corporation has continued to maintain appropriate professional standards regarding the professional qualifications of appraisers and has an internal review process to monitor the quality of appraisals.

The Corporation does not recognize a recovery when new appraisals indicate a subsequent increase in value.

The following table presents additional detail on the Corporation’s loan portfolio and associated allowance:

(Dollars in thousands)December 31, 2024December 31, 2023
LoansRelated AllowanceAllowance / LoansLoansRelated AllowanceAllowance / Loans
Individually analyzed loans$16,591$1,5439.30%$34,640$970.28%
Pooled (collectively evaluated) loans (1)5,122,72840,4170.795,613,06640,9600.73
Total$5,139,319$41,9600.82%$5,647,706$41,0570.73%

(1)The amount reported for pooled loans excludes a $1.5 million negative basis adjustment associated with fair value hedges at December 31, 2024. See Note 9 to the Consolidated Financial Statements for additional disclosure.

Management employs a process and methodology to estimate the ACL on loans that evaluates both quantitative and qualitative factors. The methodology for evaluating quantitative factors consists of two basic components. The first component involves pooling loans into portfolio segments for loans that share similar risk characteristics. The second component involves individually analyzed loans that do not share similar risk characteristics with loans that are pooled into portfolio segments. For additional information regarding the ACL methodology, see Note 1 to the Consolidated Financial Statements, as well as disclosure under the caption “Critical Accounting Policies and Estimates.”

The ACL on loans amounted to $42.0 million at December 31, 2024, up by $903 thousand, or 2%, from the balance at December 31, 2023. The ACL on loans as a percentage of total loans, also known as the reserve coverage ratio, was 0.82% at December 31, 2024, compared to 0.73% at December 31, 2023.

The Corporation recorded a provision for credit losses on loans of $2.9 million in 2024. This reflected specific reserve allocations on individually analyzed nonaccrual commercial loans, as well as the impact of continued, yet subsiding, slowdown in prepayment speeds. This was also partially offset by relatively stable to improving forecasted economic conditions in 2024 and a decline in loan balances that was concentrated in residential real estate and also included the reclassification of loans from portfolio to held for sale.

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Management's Discussion and Analysis

Net charge-offs totaled $2.0 million, or 0.04% of average loans, in 2024, compared to net charge-offs of $520 thousand, or 0.01% of average loans, in 2023. The charge-offs recognized in 2024 were concentrated in the CRE office portfolio segment.

The ACL on loans is an estimate and ultimate losses may vary from management’s estimate. Deteriorating conditions or assumptions could lead to further increases in the ACL on loans; conversely, improving conditions or assumptions could lead to further reductions in the ACL on loans.

The following table presents the allocation of the ACL on loans by portfolio segment. The total ACL on loans is available to absorb losses from any segment of the loan portfolio.

(Dollars in thousands)December 31, 2024December 31, 2023
Allocated ACLACL to LoansLoans to Total Portfolio (1)Allocated ACLACL to LoansLoans to Total Portfolio (1)
Commercial:
Commercial real estate$26,4851.23%42%$24,1441.15%37%
Commercial & industrial7,2771.34108,0881.3411
Total commercial33,7621.255232,2321.1948
Residential Real Estate:
Residential real estate6,8320.32417,4030.2846
Consumer:
Home equity1,0310.3561,0480.346
Other3351.9113741.95
Total consumer1,3660.4371,4220.436
Total ACL on loans at end of period$41,9600.82%100%$41,0570.73%100%

(1)Percentage of loans outstanding in respective class to total loans outstanding.

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Management's Discussion and Analysis

The following table reflects the activity in the ACL on loans during the years presented:

(Dollars in thousands)
December 31,202420232022
Balance at beginning of period$41,057$38,027$39,088
Charge-offs:
Commercial:
Commercial real estate1,961373
Commercial & industrial2083736
Total commercial2,16941036
Residential real estate:
Residential real estate
Consumer:
Home equity
Other244167148
Total consumer244167148
Total charge-offs2,413577184
Recoveries:
Commercial:
Commercial real estate445
Commercial & industrial221229
Total commercial2212474
Residential real estate:
Residential real estate160321
Consumer:
Home equity1971012
Other373245
Total consumer2344257
Total recoveries41657552
Net charge-offs (recoveries)1,997520(368)
Provision charged to earnings2,9003,550(1,429)
Balance at end of period$41,960$41,057$38,027
Net charge-offs (recoveries) to average loans0.04%0.01%(0.01%)

Sources of Funds

Our sources of funds include in-market deposits, wholesale brokered deposits, FHLB advances, other borrowings, and proceeds from the sales, maturities, and payments of loans and investment securities.  The Corporation uses funds to originate and purchase loans, purchase investment securities, conduct operations, expand the branch network, and pay dividends to shareholders.

Deposits

The Corporation offers a wide variety of deposit products to consumer and business customers.  Deposits provide an important source of funding for the Bank, as well as an ongoing stream of fee revenue.

The Bank is a participant in the DDM, ICS, and CDARS programs. The Bank uses these deposit sweep services to place customer and client funds into interest-bearing demand accounts, money market accounts, and/or time deposits issued by other participating banks. Customer and client funds are placed at one or more participating banks to ensure that each deposit customer is eligible for the full amount of FDIC insurance. As a program participant, we receive reciprocal amounts of

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Management's Discussion and Analysis

deposits from other participating banks. We consider these reciprocal deposit balances to be in-market deposits as distinguished from traditional wholesale brokered deposits.

The following table presents a summary of deposits:

(Dollars in thousands)December 31, 2024December 31, 2023Balance Change
Amount% of TotalAmount% of Total$%
Noninterest-bearing demand deposits$661,77613%$693,74613%($31,970)(5%)
Interest-bearing demand deposits (in-market)592,90412504,959987,94517
NOW accounts692,81214767,03614(74,224)(10)
Money market accounts1,154,745231,096,9592157,7865
Savings accounts523,91510497,223926,6925
Time deposits (in-market)1,192,110221,134,1872257,9235
Total in-market deposits4,818,262944,694,11088124,1523
Wholesale brokered time deposits297,5386654,05012(356,512)(55)
Total deposits$5,115,800100%$5,348,160100%($232,360)(4%)

Total deposits amounted to $5.1 billion at December 31, 2024, down by $232.4 million, or 4%, from December 31, 2023, driven by a decline in wholesale brokered time deposits of $356.5 million, or 55%. See disclosure regarding wholesale funding under the caption “Borrowings” below.

In-market deposits, which exclude wholesale brokered deposits, were up by $124.2 million, or 3%, from the balance at December 31, 2023. Growing deposits continues to be highly competitive in our market area and demand for higher-cost deposit products is strong. In 2024, Washington Trust made investments in technology to enhance our customers’ experience, and we remain focused on maintaining and growing depositor relationships.

As of December 31, 2024, in-market deposits were approximately 59% retail and 41% commercial. Our in-market deposits are well-diversified by industry and customer type. The average size of our in-market deposit accounts was approximately $37 thousand at December 31, 2024.

The following table presents a summary of the Bank’s uninsured deposits:

(Dollars in thousands)December 31, 2024December 31, 2023
Balance% of Total DepositsBalance% of Total Deposits
Uninsured Deposits:
Uninsured deposits (1)$1,363,68927%$1,260,67224%
Less: affiliate deposits (2)94,740292,6452
Uninsured deposits, excluding affiliate deposits1,268,949251,168,02722
Less: fully-collateralized preferred deposits (3)197,6384204,3274
Uninsured deposits, after exclusions$1,071,31121%$963,70018%

(1)Determined in accordance with regulatory reporting requirements, which includes affiliate deposits and fully-collateralized preferred deposits.

(2)    Uninsured deposit balances of Washington Trust Bancorp, Inc. and its subsidiaries that are eliminated in consolidation.

(3)    Uninsured deposits of states and political subdivisions, which are secured or collateralized as required by state law.

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Management's Discussion and Analysis

The following table presents the amount of time certificates of deposit in denominations of $250 thousand or more at December 31, 2024, maturing during the periods indicated:

(Dollars in thousands)
Three months or less$144,460
Over three months to six months101,973
Over six months to 12 months57,614
Over 12 months49,838
Total time deposits$353,885

Borrowings

Borrowings primarily consist of FHLB advances, which are used as a source of funding for liquidity and interest rate risk management purposes. FHLB advances totaled $1.1 billion at December 31, 2024, down by $65.0 million from the balance at the end of 2023. For additional information regarding FHLB advances see Note 13 to the Consolidated Financial Statements.

Both FHLB and wholesale brokered time deposits decreased in 2024, reflecting less need for wholesale funding and the use of net proceeds received from the December 2024 equity offering to pay down balances. See additional discussion under the caption “Overview.”

Liquidity and Capital Resources

Liquidity Management

Liquidity is the ability of a financial institution to meet maturing liability obligations and customer loan demand.  The Corporation’s primary source of liquidity is in-market deposits, which funded approximately 66% of total average assets in the twelve months ended December 31, 2024.  While the generally preferred funding strategy is to attract and retain low-cost deposits, the ability to do so is affected by competitive interest rates and terms in the marketplace.  Other sources of funding include discretionary use of purchased liabilities (e.g., FHLB term advances and brokered deposits), cash flows from the investment securities portfolio, and loan repayments.  Securities designated as available for sale may also be sold in response to short-term or long-term liquidity needs, although management has no intention to do so at this time.

The Corporation has a detailed liquidity funding policy and a contingency funding plan that provide for the prompt and comprehensive response to unexpected demands for liquidity. Management employs stress testing methodology to estimate needs for contingent funding that could result from unexpected outflows of funds in excess of “business as usual” cash flows.  In management’s estimation, risks are concentrated in two major categories: (1) runoff of in-market deposit balances; and (2) unexpected drawdown of loan commitments.  Of the two categories, potential runoff of deposit balances would have the most significant impact on contingent liquidity.  Our stress test scenarios, therefore, emphasize attempts to quantify deposits at risk over selected time horizons.  In addition to these unexpected outflow risks, several other “business as usual” factors enter into the calculation of the adequacy of contingent liquidity including: (1) payment proceeds from loans and investment securities; (2) maturing debt obligations; and (3) maturing time deposits.  The Corporation has established collateralized borrowing capacity with the FRBB and also maintains additional collateralized borrowing capacity with the FHLB in excess of levels used in the ordinary course of business. Borrowing capacity is impacted by the amount and type of assets available to be pledged.

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Management's Discussion and Analysis

The table below presents a summary of contingent liquidity balances by source:

(Dollars in thousands)
December 31,202420232022
Contingent Liquidity:
Federal Home Loan Bank of Boston (1)$752,951$1,086,607$668,295
Federal Reserve Bank of Boston (2)70,28665,75927,059
Available cash liquidity (3)36,64754,97049,727
Unencumbered securities597,771680,857691,893
Total contingent liquidity$1,457,655$1,888,193$1,436,974
Percentage of total contingent liquidity to uninsured deposits106.9%149.8%94.9%
Percentage of total contingent liquidity to uninsured deposits, after exclusions136.1%195.9%147.4%

(1)As of December 31, 2024, 2023 and 2022, loans with a carrying value of $2.8 billion, $3.4 billion and $2.4 billion, respectively, and securities available for sale with a carrying value of $74.2 million, $94.3 million and $102.1 million, respectively, were pledged to the FHLB resulting in this additional borrowing capacity.

(2)As of December 31, 2024, 2023 and 2022, loans with a carrying value of $68.5 million, $71.0 million and $20.9 million, respectively, and securities available for sale with a carrying value of $13.9 million, $13.1 million and $12.7 million, respectively, were pledged to the FRBB resulting in this additional unused borrowing capacity.

(3)Available cash liquidity excludes amounts restricted for collateral purposes and designated for operating needs.

Borrowing capacity at December 31, 2024 was reduced by the reclassification of residential mortgage loan collateral to held for sale as part of the balance sheet repositioning transactions. On January 24, 2025, the sale of these loans was completed and the cash proceeds received were used to pay down FHLB advances or other wholesale funding balances in the first quarter of 2025.

In addition to the amounts presented above, the Bank also access to a $40.0 million unused line of credit with the FHLB at December 31, 2024, 2023 and 2022.

The ALCO establishes and monitors internal liquidity measures to manage liquidity exposure.  Liquidity remained within target ranges established by the ALCO during 2024.  Based on its assessment of the liquidity considerations described above, management believes the Corporation’s sources of funding meet anticipated funding needs.

Contractual Obligations, Commitments and Off-Balance Sheet Arrangements

In the ordinary course of business, the Corporation enters into contractual obligations that require future cash payments. These include payments related to lease obligations, time deposits with stated maturity dates, borrowings and defined benefit pension plans. For additional information on these arrangements and the expected timing of applicable payments as of December 31, 2024, see the following notes to the Consolidated Financial Statements: Note 7 for leases, Note 12 for time deposits, Note 13 for borrowings and Note 16 for defined benefit pension plans.

Land and premises associated with five branch locations with a total net book value of $4.8 million were reported as held for sale as of December 31, 2024, as the Bank committed to sell these assets and lease them back from the buyers. The sales-leaseback transactions for four of the locations were completed on January 30, 2025 and the remaining transaction associated with the fifth location is expected to be completed later in 2025. As a result, the Corporation expects to recognize a net gain on the sale of these assets of approximately $7 million in the Consolidated Statements of Income (Loss) in the first quarter of 2025. Additionally, the annual lease expense associated with leaseback of these five locations is estimated to be approximately $1 million. See Note 7 to the Consolidated Financial Statements for additional information related to the leaseback of the assets.

In the first quarter of 2025, the qualified pension plan liability will be settled after plan assets are distributed through a combination of lump sum payments to participants and the purchase of a group annuity contract from a highly-rated insurance company. This results in a pre-tax non-cash pension settlement charge of approximately $6.4 million, which includes the recognition of pre-tax actuarial losses accumulated in AOCL and the effects of the remeasurement of plan assets and liability upon settlement, being recognized in the Consolidated Statements of Income (Loss) in the first quarter of 2025. See Note 16 to the Consolidated Financial Statements for additional disclosure regarding the qualified pension plan.

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Management's Discussion and Analysis

Also, in the ordinary course of business, the Corporation engages in a variety of financial transactions that, in accordance with GAAP, are not recorded in the financial statements, or are recorded in amounts that differ from the notional amounts.  These financial transactions include commitments to extend credit, standby letters of credit, forward loan commitments, loan related derivative contracts and interest rate risk management contracts. These transactions involve, to varying degrees, elements of credit, interest rate and liquidity risk. The Corporation’s credit policies with respect to interest rate contracts with commercial borrowers, commitments to extend credit, and standby letters of credit are similar to those used for loans. Some commitments to extend credit and standby letters of credit are expected to expire without being drawn upon, and thus, total amounts do not necessarily represent future cash requirements. Interest rate risk management contracts with other counterparties are generally subject to bilateral collateralization terms. These contracts with various counterparties may subject the Corporation to various cash flow requirements, which may include posting of cash as collateral for arrangements that are in a liability position. For additional information on derivative financial instruments and financial instruments with off-balance sheet risk see Notes 9 and 21 to the Consolidated Financial Statements.

Capital Resources

In December 2024, the Corporation completed an equity offering and disclosed a subsequent balance sheet repositioning involving the sale of lower-yielding loans and debt securities, the purchase of debt securities with current market yields, and the repayment of wholesale funding balances. Though the sales of lower-yielding loans and securities resulted in a net loss being recognized in 2024, we believe the repositioning will favorably impact future revenues and provide additional capacity for growth and investment.

At December 31, 2024, total shareholders’ equity amounted to $499.7 million, up by $27.0 million from December 31, 2023. The net capital raised from the equity offering of $70.5 million and an increase of $22.0 million in the AOCL component of shareholders' equity were partially offset by a net loss of $28.1 million and dividend declarations of $39.8 million. The change in AOCL reflected net changes in the fair value of available for sale debt securities and cash flow hedges. See Note 19 to the Consolidated Financial Statements for additional disclosure regarding changes in AOCL.

The Corporation declared dividends of $2.24 per share in 2024, unchanged from dividends per share declared in 2023. The dividend payout ratio was (137.4 %) in 2024, compared to 79.4% in 2023. The adjusted dividend payout ratio (non-GAAP) was 94.5% in 2024, compared to 85.2% in 2023.

The ratio of total equity to total assets amounted to 7.21% at December 31, 2024, compared to a ratio of 6.56% at December 31, 2023.  Book value per share was $25.93 at December 31, 2024, compared to $27.75 at December 31, 2023.

The Bancorp and the Bank are subject to various regulatory capital requirements and are considered “well capitalized,” with a total risk-based capital ratio of 12.47% at December 31, 2024, compared to 11.58% at December 31, 2023.

See Note 14 to the Consolidated Financial Statements for additional discussion regarding shareholders’ equity.

Asset/Liability Management and Interest Rate Risk

Interest rate risk is the risk to earnings due to changes in interest rates. The ALCO is responsible for establishing policy guidelines on liquidity and acceptable exposure to interest rate risk. Quarterly, the ALCO reports on the status of liquidity and interest rate risk matters to the Corporation’s Audit Committee. The objective of the ALCO is to manage assets and funding sources to produce results that are consistent with the Corporation’s liquidity, capital adequacy, growth, risk, and profitability goals.

The Corporation utilizes the size and duration of the investment securities portfolio, the size and duration of the wholesale funding portfolio, interest rate contracts, and the pricing and structure of loans and deposits, to manage interest rate risk. The interest rate contracts may include interest rate swaps, caps, floors, and collars. These interest rate contracts involve, to varying degrees, credit risk and interest rate risk. Credit risk is the possibility that a loss may occur if a counterparty to a transaction fails to perform according to terms of the contract. The notional amount of the interest rate contracts is the amount upon which interest and other payments are based. The notional amount is not exchanged, and therefore, should not be taken as a measure of credit risk. See Note 9 to the Consolidated Financial Statements for additional information.

The ALCO uses income simulation to measure interest rate risk inherent in the Corporation’s financial instruments at a given point in time by showing the effect of interest rate shifts on net interest income over a 12-month horizon and a 13- to 24-

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Management's Discussion and Analysis

month horizon. The simulations assume that the size and general composition of the Corporation’s balance sheet remain static over the simulation horizons, with the exception of certain deposit mix shifts from low-cost savings to higher-cost time deposits in selected interest rate scenarios. The simulations at December 31, 2024 incorporated the reclassification of residential mortgage loans from portfolio to held for sale and the sale of these loans completing in January 2025. The simulations at December 31, 2024 assume the proceeds from the sale of loans are used to pay down maturing wholesale funding balances. Additionally, the simulations take into account the specific repricing, maturity, call options, and prepayment characteristics of differing financial instruments that may vary under different interest rate scenarios. Mortgage-backed securities and residential real estate loans involve a level of risk that unforeseen changes in prepayment speeds may cause related cash flows to vary significantly in differing rate environments.  Such changes could affect the level of reinvestment risk associated with cash flow from these instruments, as well as their market value.  Changes in prepayment speeds could also increase or decrease the amortization of premium or accretion of discounts related to such instruments, thereby affecting interest income. The characteristics of financial instrument classes are reviewed periodically by the ALCO to ensure their accuracy and consistency.

Deposit balances may also be subject to possible outflow to non-bank alternatives in a rising rate environment. This may cause interest rate sensitivity to differ from the results as presented. Another significant simulation assumption is the sensitivity of savings deposits to fluctuations in interest rates. Income simulation results assume that changes in both savings deposit rates and balances are related to changes in short-term interest rates. The relationship between short-term interest rate changes and deposit rate and balance changes may differ from the ALCO’s estimates used in income simulation.

The ALCO reviews simulation results to determine whether the Corporation’s exposure to a decline in net interest income remains within established tolerance levels over the simulation horizons and to develop appropriate strategies to manage this exposure.  As of December 31, 2024 and December 31, 2023, net interest income simulations indicated that exposure to changing interest rates over the simulation horizons remained within tolerance levels established by the Corporation. All changes are measured in comparison to the projected net interest income that would result from an “unchanged” rate scenario where both interest rates and the composition of the Corporation’s balance sheet remain stable.

The ALCO regularly reviews a wide variety of interest rate shift scenario results to evaluate interest rate risk exposure, including parallel changes in interest rates and scenarios showing the effect of steepening or flattening changes in the yield curve.  Because income simulations assume that the Corporation’s balance sheet will generally remain static over the simulation horizon, the results do not reflect adjustments in strategy that the ALCO could implement in response to rate shifts. It should also be noted that the static balance sheet assumption does not necessarily reflect the Corporation’s expectation for future balance sheet growth, which is a function of the business environment and customer behavior.

While the ALCO reviews and updates simulation assumptions and also periodically back-tests the simulation results to ensure that the assumptions are reasonable and current, income simulation may not always prove to be an accurate indicator of interest rate risk or future NIM.  Over time, the repricing, maturity, and prepayment characteristics of financial instruments and the composition of the Corporation’s balance sheet may change to a different degree than estimated.

The following table sets forth the estimated change in net interest income from an unchanged rate scenario over the periods indicated for parallel changes in market interest rates using the Corporation’s on- and off-balance sheet financial instruments as of December 31, 2024 and December 31, 2023.  Interest rates are assumed to shift by parallel rate changes as shown in the table below. Further, deposits are assumed to have certain minimum rate levels below which they will not fall.  It should be noted that the rate scenarios shown do not necessarily reflect the ALCO’s view of the “most likely” change in interest rates over the periods indicated.

December 31, 2024December 31, 2023
Months 1-12Months 13-24Months 1-12Months 13-24
100 basis point rate decrease(1.83%)(0.53%)(3.38%)0.94%
200 basis point rate decrease(3.78%)(1.67%)(6.82%)1.53%
300 basis point rate decrease(5.89%)(3.73%)(10.38%)1.59%
100 basis point rate increase(0.16%)(3.52%)0.72%(6.08%)
200 basis point rate increase1.54%(3.98%)4.16%(7.57%)
300 basis point rate increase3.25%(4.81%)7.55%(9.21%)

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Management's Discussion and Analysis

The relative change in interest rate sensitivity from December 31, 2023, as shown in the above table, was attributable to changes in balance sheet composition and market interest rates. The changes in balance sheet composition reflected the balance sheet repositioning transactions and included a reduction in loans, a lower level of wholesale funding and in-market deposit growth. Furthermore, additional interest rate management derivative contracts were executed to hedge interest rate risk.

The ALCO estimates that as interest rates change, interest-earning assets would reprice more quickly than interest-bearing liabilities. In-market deposit rate changes are modeled to lag behind other market interest rates in both pace and magnitude. The deposit lag assumption was reduced at December 31, 2024 to align with actual experience, as deposit rate changes have more closely followed changes in market interest rates. In addition, prepayments of loans and securities generally increase as market interest rates decline and decrease as market interest rates rise.

Additionally, the Corporation monitors the potential change in market value of its available for sale debt securities in changing interest rate environments.  The purpose is to determine market value exposure that may not be captured by income simulation, but which might result in changes to the Corporation’s capital position.  Results are calculated using industry-standard analytical techniques and securities data.

The following table summarizes the potential change in market value of the Corporation’s available for sale debt securities as of December 31, 2024 and 2023 resulting from immediate parallel rate shifts:

(Dollars in thousands)
Security TypeDown 100 Basis PointsUp 200 Basis Points
Obligations of U.S. government agencies and U.S. government-sponsored enterprises$1,190($2,243)
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises73,704(137,523)
Obligations of states and political subdivisions31(98)
Trust preferred debt and other corporate debt securities82(163)
Total change in market value as of December 31, 2024$75,007($140,027)
Total change in market value as of December 31, 2023$59,659($117,334)

The potential change in market value at December 31, 2024, as compared to the prior year-end reflects the impact of the December 2024 securities transactions associated with the balance sheet repositioning, as well as changes in interest rates.

Impact of Inflation on Changing Prices

The Corporation’s consolidated financial statements and related notes have been prepared in accordance with GAAP, which requires the measurement of financial position and operating results in terms of historical U.S. dollars without considering changes in the relative purchasing power of money over time due to inflation.

A substantial portion of the Corporation’s assets and liabilities are monetary in nature and as a result interest rates have a more significant impact on the overall performance of the Corporation than the general levels of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as inflation. In 2023, the Federal Reserve’s policy response to counter high levels of inflation was to increase its Federal Funds target rate several times, which in turn resulted in higher market interest rates across the economy. As the inflation rate began to moderate, the Federal Reserve began lowering its Federal Funds target rate in the latter portion of 2024. While variable-rate assets reprice downward if interest rates decline, interest-bearing liabilities also reprice downward. Additionally, in a high-rate or rising rate environment, lower cost in-market deposits generally shift into higher cost deposit categories, which puts additional pressure on both net interest income and the net interest margin. We cannot predict whether or when the Federal Reserve may increase or decrease the Federal Funds rate in the future.

For additional discussion on interest due to changes in interest rates, see the caption “Asset/Liability Management and Interest Rate Risk” above.

Furthermore, a prolonged period of inflation could cause wages and other costs to increase.

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Management's Discussion and Analysis

Critical Accounting Policies and Estimates

Estimates and assumptions are necessary in the application of certain accounting policies and procedures and can be susceptible to significant change. Critical accounting policies are defined as those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the Corporation’s financial condition or results of operations.

Management considers its accounting policy relating to the ACL on loans to be a critical accounting policy.

Allowance for Credit Losses on Loans

The ACL on loans is management’s estimate of expected lifetime credit losses on loans carried at amortized cost. The ACL on loans is established through a provision for credit losses recognized in the Consolidated Statements of Income (Loss). Additionally, the ACL on loans is reduced by charge-offs on loans and increased by recoveries of amounts previously charged-off. At December 31, 2024 the ACL on loans totaled $42.0 million, compared to $41.1 million at December 31, 2023. A significant portion of our ACL is allocated to the commercial portfolio (both CRE and C&I). As of December 31, 2024 and 2023, the ACL allocated to the total commercial portfolio was $33.8 million and $32.2 million, respectively.

Management employs a process and methodology to estimate the ACL on loans that evaluates both quantitative and qualitative factors. The methodology for evaluating quantitative factors consists of two basic components. The first component involves pooling loans into portfolio segments for loans that share similar risk characteristics. The second component involves individually analyzed loans that do not share similar risk characteristics with loans that are pooled into portfolio segments.

The ACL for pooled loans is measured utilizing a DCF methodology to estimate credit losses for each pooled portfolio segment. The methodology incorporates a probability of default and loss given default framework. Loss given default is estimated based on historical credit loss experience. Probability of default is estimated using a regression model that incorporates econometric factors. Management utilizes forecasted econometric factors with a one-year reasonable and supportable forecast period and one-year straight-line reversion period in order to estimate the probability of default for each loan portfolio segment. The DCF methodology combines the probability of default, the loss given default, prepayment speeds, and remaining life of the loan to estimate a reserve for each loan. The sum of all the loan level reserves are aggregated for each portfolio segment and a loss rate factor is derived. Quantitative loss factors for pooled loans are also supplemented by certain qualitative risk factors reflecting management’s view of how losses may vary from those represented by quantitative loss rates.

The ACL for individually analyzed loans is measured using a DCF method based upon the loan’s contractual effective interest rate, or at the loan’s observable market price, or, if the loan was collateral dependent, at the fair value of the collateral.

Because the methodology is based upon historical experience and trends, current economic data, reasonable and supportable forecasts, as well as management’s judgment, factors may arise that result in different estimations. Deteriorating conditions or assumptions could lead to further increases in the ACL on loans; conversely, improving conditions or assumptions could lead to further reductions in the ACL on loans.

In estimating the ACL on loans, management considers the sensitivity of the model and significant judgments and assumptions that could result in an amount that is materially different from management’s estimate. Given the concentration of ACL allocation to the total commercial portfolio and the significant judgments made by management in deriving the qualitative loss factors, management analyzed the impact that changes in qualitative judgments could have. The range of impact was an ACL allocated to the total commercial loan portfolio between $24.3 million and $53.5 million at December 31, 2024. The sensitivity and related range of impact is a hypothetical analysis and is not intended to represent management’s judgments or assumptions of qualitative loss factors that were utilized at December 31, 2024 in estimation of the ACL on loans recognized on the Consolidated Balance Sheets.

If the assumptions underlying the determination of the ACL prove to be incorrect, the ACL may not be sufficient to cover actual loan losses and an increase to the ACL may be necessary to allow for different assumptions or adverse developments. In addition, a problem with one or more loans could require a significant increase to the ACL.

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Recently Issued Accounting Pronouncements

See Note 2 to the Consolidated Financial Statements for details of recently issued accounting pronouncements and their expected impact on the Corporation’s financial statements.

FY 2023 10-K MD&A

SEC filing source: 0000737468-24-000012.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2024-02-26. Report date: 2023-12-31.

ITEM 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following analysis is intended to provide the reader with a further understanding of the consolidated financial condition and results of operations of the Corporation for the periods shown.  For a full understanding of this analysis, it should be read in conjunction with other sections of this Annual Report on Form 10-K, including Part I, “Item 1. Business” and Part II, “Item 8. Financial Statements and Supplementary Data.”

Information pertaining to 2021 was included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, starting on page 32 under Part II, Item 7. “Management’s Discussion and Analysis of Results of Operations and Financial Condition,” which was filed with the SEC on February 23, 2023.

Overview

Washington Trust offers a full range of financial services, including commercial, residential and consumer lending, retail and commercial deposit products, and wealth management and trust services through its offices in Rhode Island, Massachusetts and Connecticut.

Our largest source of operating income is net interest income, which is the difference between interest earned on loans and securities and interest paid on deposits and borrowings.  In addition, we generate noninterest income from a number of sources, including wealth management services, mortgage banking activities and deposit services.  Our principal noninterest expenses include salaries and employee benefit costs, outsourced services provided by third-party vendors, occupancy and facility-related costs and other administrative expenses.

We continue to leverage our strong regional brand to build market share and remain steadfast in our commitment to provide superior service. We believe the key to future growth is providing customers with convenient in-person service and digital banking solutions. In April 2023, we opened a new full-service branch in Barrington, Rhode Island and in January 2024, we opened a new full-service branch in Smithfield, Rhode Island. We plan to open another branch in the Olneyville section of Providence in mid-2024.

Risk Management

The Corporation has a comprehensive ERM program through which the Corporation identifies, measures, monitors and controls current and emerging material risks.

The Board of Directors is responsible for oversight of the ERM program. The ERM program enables the aggregation of risk across the Corporation and ensures the Corporation has the tools, programs and processes in place to support informed decision making, to anticipate risks before they materialize and to maintain the Corporation’s risk profile consistent with its risk strategy. The Board of Directors has approved an ERM Policy that addresses each category of risk. The risk categories include: credit risk, interest rate risk, liquidity risk, price and market risk, compliance risk, strategic and reputation risk, and operational risk. A description of each risk category is provided below.

Credit risk represents the possibility that borrowers or other counterparties may not repay loans or other contractual obligations according to their terms due to changes in the financial capacity, ability and willingness of such borrowers or counterparties to meet their obligations. In some cases, the collateral securing the payment of the loans may be sufficient to assure repayment, but in other cases the Corporation may experience significant credit losses which could have an adverse effect on its operating results. The Corporation makes various assumptions and judgments about the collectability of its loan portfolio, including the creditworthiness of its borrowers and counterparties and the value of the real estate and other assets serving as collateral for the repayment of loans. Credit risk also exists with respect to investment securities. For further discussion regarding the credit risk and the credit quality of the Corporation’s loan portfolio, see Notes 4 and 5 to the Consolidated Financial Statements. For further discussion regarding credit risk associated with unfunded commitments, see Note 21 to the Consolidated Financial Statements. For further discussion regarding the Corporation’s securities portfolio, see Note 3 to the Consolidated Financial Statements.

The risk to earnings arising from movements in interest rates. Interest rate risk arises from differences between the timing of rate changes and the timing of cash flows. It exists because the repricing frequency and magnitude of interest-earning assets and interest-bearing liabilities are not identical. See the “Asset/Liability Management and Interest Rate Risk” section below for additional disclosure.

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Management's Discussion and Analysis

Liquidity risk is the risk that the Corporation will not have the ability to generate adequate amounts of cash in the most economical way for it to meet its maturing liability obligations and customer loan demand. Liquidity risk includes the inability to manage unplanned decreases or changes in funding sources. For detailed disclosure regarding liquidity management, see the “Liquidity and Capital Resources” section below.

Price and market risk refers to the risk of loss arising from adverse changes in interest rates and other relevant market rates and prices, such as equity prices. Interest rate risk, discussed above, is the most significant market risk to which the Corporation is exposed. The Corporation is also exposed to financial market risk and housing market risk.

Compliance risk represents the risk of regulatory sanctions or financial loss resulting from the failure to comply with laws, rules and regulations and standards of good banking practice. Activities which may expose the Corporation to compliance risk include, but are not limited to, those dealing with the prevention of money laundering, privacy and data protection, adherence to all applicable laws and regulations and employment and tax matters.

Strategic and reputation risk represent the risk of loss due to impairment of reputation, failure to fully develop and execute business plans, and failure to assess existing and new opportunities and threats in business, markets and products.

Operational risk is the risk of loss due to human behavior, inadequate or failed internal processes, systems and controls, information technology changes or failures, and external influences such as market conditions, fraudulent activities, cybersecurity incidents, natural disasters and security risks.

ERM is an overarching program that includes all areas of the Corporation. A framework approach is utilized to assign responsibility and to ensure that the various business units and activities involved in the risk management life cycle are effectively integrated. The Corporation has adopted the “three lines of defense” concept that is an industry best practice for ERM. Business units are the first line of defense in managing risk. They are responsible for identifying, measuring, monitoring, and controlling current and emerging risks. They must report on and escalate their concerns. Corporate functions such as Credit Risk Management, Financial Administration, Information Assurance and Compliance, represent the second line of defense. They are responsible for policy setting and for reviewing and challenging the risk management activities of the business units. They collaborate closely with business units on planning and resource allocation with respect to risk management. Internal Audit is a third line of defense. They provide independent assurance to the Board of Directors of the effectiveness of the first and second lines in fulfilling their risk management responsibilities.

For additional factors that could adversely impact Washington Trust’s future results of operations and financial condition, see the section labeled “Risk Factors” in Item 1A of this Annual Report on Form 10-K.

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Management's Discussion and Analysis

Results of Operations

The following table presents a summarized consolidated statement of operations:

(Dollars in thousands)Change
Years Ended December 31,20232022$%
Net interest income$137,098$155,990($18,892)(12%)
Noninterest income56,14062,602(6,462)(10)
Total revenues193,238218,592(25,354)(12)
Provision for credit losses3,200(1,300)4,500346
Noninterest expense133,557128,7224,8354
Income before income taxes56,48191,170(34,689)(38)
Income tax expense8,30519,489(11,184)(57)
Net income$48,176$71,681($23,505)(33%)

The following table presents a summary of performance metrics and ratios:

Years Ended December 31,20232022
Diluted earnings per common share$2.82$4.11
Return on average assets (net income divided by average assets)0.69%1.17%
Return on average equity (net income available for common shareholders divided by average equity)10.57%14.49%
Net interest income as a percentage of total revenues71%71%
Noninterest income as a percentage of total revenues29%29%

Net income totaled $48.2 million in 2023, down by 33% from the $71.7 million reported in 2022. Results in 2023 were impacted by steep increases in market interest rates and declines in wealth management and mortgage banking revenues.

The decline in net interest income in 2023 was driven by increased funding costs, which offset the benefit of higher yields on, and growth in, average interest-earning asset balances. The decline in noninterest income reflected lower wealth management asset-based revenues and lower average AUA balances, attributable to client asset outflows concentrated in the fourth quarter of 2022. The decline in noninterest income also reflected lower mortgage banking revenues, as higher market interest rates have dampened mortgage activity. The provision for credit losses reflected loan growth and slowdown of loan prepayment speeds, changes in asset and credit quality, and reflected our estimate of forecasted economic conditions. The increase in noninterest expenses reflected higher FDIC deposit insurance costs and increases in various categories of noninterest expenses, partially offset by a decrease in salaries and employee benefits. Income tax expense declined in 2023, largely reflecting a lower level of pre-tax income and a net $3.3 million reduction of income tax expense resulting from the revaluation of the Corporation’s net deferred tax assets.

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Management's Discussion and Analysis

Average Balances/Net Interest Margin - Fully Taxable Equivalent Basis

The following table presents average balance and interest rate information.  Tax-exempt income is converted to an FTE basis using the statutory federal income tax rate adjusted for applicable state income taxes net of the related federal tax benefit. Unrealized gains (losses) on available for sale securities and changes in fair value on mortgage loans held for sale are excluded from the average balance and yield calculations. Nonaccrual loans, as well as interest recognized on these loans, are included in amounts presented for loans.

Years ended December 31,20232022Change
(Dollars in thousands)Average BalanceInterestYield/ RateAverage BalanceInterestYield/ RateAverage BalanceInterestYield/ Rate
Assets:
Cash, federal funds sold and short-term investments$101,166$4,9754.92%$119,932$1,6241.35%($18,766)$3,3513.57%
Mortgage loans held for sale17,3849805.6429,5391,1653.94(12,155)(185)1.70
Taxable debt securities1,185,10229,0592.451,121,41321,8271.9563,6897,2320.50
FHLB stock46,8803,3157.0720,7215482.6426,1592,7674.43
Commercial real estate1,970,580118,8876.031,679,30065,6603.91291,28053,2272.12
Commercial & industrial615,49438,3266.23632,93828,0994.44(17,444)10,2271.79
Total commercial2,586,074157,2136.082,312,23893,7594.05273,83663,4542.03
Residential real estate2,490,99196,0803.861,960,62965,8663.36530,36230,2140.50
Home equity297,39617,1295.76263,57810,1393.8533,8186,9901.91
Other18,0858544.7215,7997244.582,2861300.14
Total consumer315,48117,9835.70279,37710,8633.8936,1047,1201.81
Total loans5,392,546271,2765.034,552,244170,4883.75840,302100,7881.28
Total interest-earning assets6,743,078309,6054.595,843,849195,6523.35899,229113,9531.24
Noninterest-earning assets255,962258,906(2,944)
Total assets$6,999,040$6,102,755$896,285
Liabilities and Shareholders’ Equity:
Interest-bearing demand deposits (in-market)$415,725$17,5214.21%$263,154$2,8911.10%$152,571$14,6303.11%
NOW accounts766,4921,5940.21864,0848620.10(97,592)7320.11
Money market accounts1,191,03637,1453.121,198,7148,9540.75(7,678)28,1912.37
Savings accounts526,2751,6870.32574,3494730.08(48,074)1,2140.24
Time deposits (in-market)1,010,62933,6093.33799,6458,6301.08210,98424,9792.25
Interest-bearing in-market deposits3,910,15791,5562.343,699,94621,8100.59210,21169,7461.75
Wholesale brokered demand deposits4,0151784.4320,6964942.39(16,681)(316)2.04
Wholesale brokered time deposits602,42328,6954.76386,1703,7190.96216,25324,9763.80
Wholesale brokered deposits606,43828,8734.76406,8664,2131.04199,57224,6603.72
Total interest-bearing deposits4,516,595120,4292.674,106,81226,0230.63409,78394,4062.04
FHLB advances1,056,72649,5894.69414,26311,7132.83642,46337,8761.86
Junior subordinated debentures22,6811,5436.8022,6817393.268043.54
Total interest-bearing liabilities5,596,002171,5613.074,543,75638,4750.851,052,246133,0862.22
Noninterest-bearing demand deposits778,152923,423(145,271)
Other liabilities169,842142,32427,518
Shareholders’ equity455,044493,252(38,208)
Total liabilities and shareholders’ equity$6,999,040$6,102,755$896,285
Net interest income (FTE)$138,044$157,177($19,133)
Interest rate spread1.52%2.50%(0.98%)
Net interest margin2.05%2.69%(0.64%)

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Management's Discussion and Analysis

Interest income amounts presented in the preceding table include the following adjustments for taxable equivalency:

(Dollars in thousands)
Years ended December 31,20232022Change
Commercial loans$946$1,187($241)

Net Interest Income

Net interest income, the primary source of our operating income, totaled $137.1 million and $156.0 million, respectively, for 2023 and 2022. Net interest income is affected by the level of and changes in interest rates, and changes in the amount and composition of interest-earning assets and interest-bearing liabilities.  Prepayment penalty income associated with loan payoffs is included in net interest income.

The following discussion presents net interest income on an FTE basis by adjusting income and yields on tax-exempt loans to be comparable to taxable loans.

Net interest income includes the periodic recognition of prepayment penalty fee income associated with commercial loan payoffs. Prepayment penalty fee income amounted to $272 thousand (or 1 basis point benefit to NIM) and $183 thousand (or no basis point benefit to NIM), respectively, in 2023 and 2022.

The analysis of net interest income, NIM and the yield on loans is also impacted by changes in the level of net amortization of premiums and discounts on securities and loans, which is included in interest income. Changes in market interest rates affect the level of loan prepayments and the receipt of payments on mortgage-backed securities. Prepayment speeds generally decrease as market interest rates rise and increase as market interest rates decline. Changes in prepayment speeds could increase or decrease the level of net amortization of premiums and discounts, thereby affecting interest income. Additionally, as PPP loans were forgiven by the SBA, related unamortized net fee balances were accelerated and amortized, increasing net interest income.

As noted in the Consolidated Statements of Cash Flows, net amortization of premiums and discounts on securities and loans (a net reduction to net interest income) amounted to $1.4 million in 2023, compared to $2.9 million in 2022. This included no accelerated amortization of net deferred fee balances on PPP loans forgiven by the SBA in 2023, compared to $1.2 million (or 2 basis points benefit to NIM) in 2022.

FTE net interest income in 2023 amounted to $138.0 million, down by $19.1 million, or 12%, from 2022. Growth in average interest-earning assets, net of increased average interest-bearing liability balances, contributed $544 thousand of net interest income in 2023. Increases in funding costs outpaced increases in asset yields, reducing net interest income by $19.7 million. See additional discussion regarding interest rate sensitivity under the caption “Asset/Liability Management and Interest Rate Risk.”

NIM was 2.05% in 2023, down by 64 basis points from 2.69% in 2022. While NIM benefited from higher market interest rate on loans, it was adversely impacted by a higher cost of funds.

Total average securities for 2023 increased by $63.7 million, or 6%, from the average balance for 2022, due to purchases of debt securities. The FTE rate of return on securities was 2.45% in 2023, up by 50 basis points from 1.95% in 2022, reflecting the impact of higher market interest rates in 2023.

Total average loan balances increased by $840.3 million, or 18%, from the average balance for 2022. This reflected growth in average residential real estate and CRE loans. The yield on total loans in 2023 was 5.03%, up by 128 basis points from 3.75% in 2022, reflecting higher market interest rates in 2023.

Higher levels of wholesale funding were used in 2023 to fund balance sheet growth. The average balance of FHLB advances for 2023 increased by $642.5 million, or 155%, compared to the average balance for 2022. Due to increases in market rates, the average rate paid on such advances in 2023 was 4.69%, up 186 basis points from 2.83% in 2022. Included in total average interest-bearing deposits were wholesale brokered deposits, which increased by $199.6 million, or 49%, from 2022. The average rate paid on wholesale brokered deposits in 2023 was 4.76%, up by 372 basis points from 1.04% in 2022.

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Management's Discussion and Analysis

As market interest rates rose, deposit balances shifted from lower cost deposits to higher cost deposits. Average in-market interest-bearing deposits, which excludes wholesale brokered deposits, increased by $210.2 million, or 6%, from the average balance in 2022, with increases in time deposits and interest-bearing demand deposits. The average rate paid on in-market interest-bearing deposits in 2023 was 2.34%, up by 175 basis points from 0.59% in 2022. The average balance of noninterest-bearing demand deposits for 2023 decreased by $145.3 million, or 16%, from the average balance in 2022.

Volume/Rate Analysis - Interest Income and Expense (FTE Basis)

The following table presents certain information on an FTE basis regarding changes in our interest income and interest expense for the period indicated.  The net change attributable to both volume and rate has been allocated proportionately.

(Dollars in thousands)Changes Due To
Years Ended December 31, 2023 vs. 2022VolumeRateNet Change
Interest on interest-earning assets:
Cash, federal funds sold and short-term investments($291)$3,642$3,351
Mortgage loans held for sale(581)396(185)
Taxable debt securities1,3115,9217,232
FHLB stock1,1881,5792,767
Commercial real estate12,90140,32653,227
Commercial & industrial(796)11,02310,227
Total commercial12,10551,34963,454
Residential real estate19,49110,72330,214
Home equity1,4365,5546,990
Other10723130
Total consumer1,5435,5777,120
Total loans33,13967,649100,788
Total interest income34,76679,187113,953
Interest on interest-bearing liabilities:
Interest-bearing demand deposits2,49012,14014,630
NOW accounts(109)841732
Money market accounts(58)28,24928,191
Savings accounts(42)1,2561,214
Time deposits (in-market)2,80822,17124,979
Interest-bearing in-market deposits5,08964,65769,746
Wholesale brokered demand deposits(564)248(316)
Wholesale brokered time deposits3,09521,88124,976
Wholesale brokered deposits2,53122,12924,660
Total interest-bearing deposits7,62086,78694,406
FHLB advances26,60211,27437,876
Junior subordinated debentures804804
Total interest expense34,22298,864133,086
Net interest income FTE$544($19,677)($19,133)

Provision for Credit Losses

The provision for credit losses results from management’s review of the adequacy of the ACL. The ACL is management’s estimate, at the reporting date, of expected lifetime credit losses and includes consideration of current forecasted economic conditions. Estimating an appropriate level of ACL necessarily involves a high degree of judgment.

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Management's Discussion and Analysis

The following table presents the provision for credit losses:

(Dollars in thousands)
Years ended December 31,20232022$%
Provision for credit losses on loans$3,550($1,429)$4,979348%
Provision for credit losses on unfunded commitments(350)129(479)(371)
Provision for credit losses$3,200($1,300)$4,500346%

The provision recognized in 2023 reflected loan growth and slowdown of loan prepayment speeds, changes in asset and credit quality, and our current estimate of forecasted economic conditions. Econometric factors have been stable to improving in 2023 with our forecast reflecting a lower probability of a recession.

The negative provision in 2022 reflected low loss rates and strong asset and credit quality that more than offset negative trends in economic forecasts and loan growth that was concentrated in residential real estate loans.

Net charge-offs totaled $520 thousand, or 0.01% of average loans, in 2023, compared to net recoveries of $368 thousand, or 0.01% of average loans, in 2022.

The ACL on loans was $41.1 million, or 0.73% of total loans, at December 31, 2023, compared to $38.0 million, or 0.74% of total loans, at December 31, 2022. See additional discussion under the caption “Asset Quality” for further information on the ACL on loans.

Noninterest Income

Noninterest income is an important source of revenue for Washington Trust.  The principal categories of noninterest income are shown in the following table:

(Dollars in thousands)Change
Years Ended December 31,20232022$%
Noninterest income:
Wealth management revenues$35,540$38,746($3,206)(8%)
Mortgage banking revenues6,6608,733(2,073)(24)
Card interchange fees4,9214,996(75)(2)
Service charges on deposit accounts2,8063,192(386)(12)
Loan related derivative income1,3902,756(1,366)(50)
Income from bank-owned life insurance3,4882,59189735
Other income1,3351,588(253)(16)
Total noninterest income$56,140$62,602($6,462)(10%)

Noninterest Income Analysis

Revenue from wealth management services represented 63% of total noninterest income in 2023, compared to 62% in 2022. A substantial portion of wealth management revenues is dependent on the value of wealth management AUA and is closely tied to the performance of the financial markets. This portion of wealth management revenues is referred to as “asset-based” and includes trust and investment management fees. Wealth management revenues also include “transaction-based” revenues that are not primarily derived from the value of assets.

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Management's Discussion and Analysis

The categories of wealth management revenues are shown in the following table:

(Dollars in thousands)Change
Years Ended December 31,20232022$%
Wealth management revenues:
Asset-based revenues$34,308$37,602($3,294)(9%)
Transaction-based revenues1,2321,144888
Total wealth management revenues$35,540$38,746($3,206)(8%)

Wealth management revenues for 2023 decreased by $3.2 million, or 8%, from 2022, reflecting a decrease in asset-based revenues. The change in asset-based revenues correlated with the decrease in average AUA balances in 2023. The average balance of AUA in 2023 decreased by 9% from the average balance in 2022.

The end of period AUA balance amounted to $6.6 billion at December 31, 2023, up by $626.4 million, or 11%, from December 31, 2022, reflecting net investment appreciation and income. The following table presents the changes in wealth management AUA balances:

(Dollars in thousands)20232022
Wealth management AUA:
Balance at the beginning of period$5,961,990$7,784,211
Net investment appreciation (depreciation) & income894,990(1,132,378)
Net client asset outflows(268,574)(689,843)
Balance at the end of period$6,588,406$5,961,990

AUA and related asset-based revenues were adversely impacted by client withdrawals associated with the departure of four client-facing advisors at the end of the third quarter of 2022. These four advisors were associated with approximately $1.0 billion of AUA as of September 30, 2022. Through December 31, 2023, cumulative client asset withdrawals associated with the departure of the advisors amounted to $675 million, of which $71 million was withdrawn in 2023 and $604 million was withdrawn in the fourth quarter of 2022. The cumulative withdrawals reduced wealth management revenues by approximately $3.8 million in 2023. While there were cost savings in salaries and employee benefits expense associated with the departure of these advisors, they were partially offset by a higher level of legal expenses also associated with this matter.

Mortgage banking revenues represented 12% of total noninterest income in 2023, compared to 14% for 2022. These revenues are dependent on mortgage origination volume and are sensitive to interest rates and the condition of housing markets. The composition of mortgage banking revenues and the volume of loans sold to the secondary market are shown in the following table:

(Dollars in thousands)Change
Years Ended December 31,20232022$%
Mortgage banking revenues:
Realized gains on loan sales, net (1)$4,282$7,954($3,672)(46%)
Changes in fair value, net (2)232(1,224)1,456119
Loan servicing fee income, net (3)2,1462,0031437
Total mortgage banking revenues$6,660$8,733($2,073)(24%)
Loans sold to the secondary market (4)$249,972$339,748($89,776)(26%)

(1)Includes gains on loan sales, commission income on loans originated for others, servicing right gains, and gains (losses) on forward loan commitments.

(2)Represents fair value changes on mortgage loans held for sale and forward loan commitments.

(3)Represents loan servicing fee income, net of servicing right amortization and valuation adjustments.

(4)Includes brokered loans (loans originated for others).

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Management's Discussion and Analysis

Mortgage banking revenues decreased by $2.1 million, or 24%, in 2023. The decline in mortgage banking revenues was mainly attributable to a decline in sales volume and a reduction in the sales yield. Residential real estate loan origination, refinancing and sales activity decreased in response to increases in market interest rates and changes in the housing markets. Mortgage banking revenues were also impacted by changes in the fair value of mortgage loans held for sale and forward loan commitments, which are primarily based on current market prices in the secondary market and correlate to changes in the size of the mortgage pipeline.

Loan related derivative income from interest rate swap contracts with commercial borrowers decreased by $1.4 million, or 50%, in 2023, reflecting a decline in volume.

Income from BOLI was up by $897 thousand, or 35%, from 2022, reflecting the recognition of $658 thousand in non-taxable income in 2023 associated with the receipt of life insurance proceeds.

Noninterest Expense

The following table presents noninterest expense comparisons:

(Dollars in thousands)Change
Years Ended December 31,20232022$%
Noninterest expense:
Salaries and employee benefits$82,458$83,804($1,346)(2%)
Outsourced services14,52113,7377846
Net occupancy9,6369,1265106
Equipment4,3183,79752114
Legal, audit and professional fees3,8913,12776424
FDIC deposit insurance costs4,6671,6872,980177
Advertising and promotion2,5622,587(25)(1)
Amortization of intangibles843860(17)(2)
Other10,6619,9976647
Total noninterest expense$133,557$128,722$4,8354%

Noninterest Expense Analysis

Salaries and employee benefits expense, the largest component of noninterest expense, for 2023 decreased by $1.3 million, or 2%, from 2022, largely reflecting adjustments to performance-based compensation accruals, partially offset by annual merit increases and higher staffing levels.

Outsourced services expense for 2023 increased by $784 thousand, or 6%, from 2022 due to changes to and expansion of services provided by third-party vendors.

Net occupancy expense for 2023 increased by $510 thousand, or 6%, from 2022 primarily due to branch expansion. Equipment expense for 2023 increased by $521 thousand, or 14%, from 2022, largely reflecting depreciation associated with branch and office equipment purchases.

Legal, audit and professional fees for 2023 increased by $764 thousand, or 24%, from 2022, reflecting higher legal expenses.

FDIC deposit insurance costs for the 2023 increased by $3.0 million, or 177%, from 2022, reflecting an increase in the FDIC’s deposit assessment rate and the impact of growth in assets.

Other expenses for 2023 increased by $664 thousand, or 7% from 2022. This increase was largely due to higher charitable contribution expense as a $1.0 million contribution was made to Washington Trust’s charitable foundation in 2023, compared to $600 thousand contribution made in the prior year.

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Management's Discussion and Analysis

Income Taxes

The following table presents the Corporation’s income tax expense and effective tax rate for the periods indicated:

(Dollars in thousands)
Years ended December 31,20232022
Income tax expense$8,305$19,489
Effective income tax rate14.7%21.4%

In October 2023, the Commonwealth of Massachusetts enacted into law a tax bill changing how corporations calculate their Massachusetts taxable income effective on January 1, 2025. As required, the Corporation revalued its deferred tax assets and liabilities and in the fourth quarter of 2023. The revaluation of our net deferred tax assets is subject to further guidance and interpretation of the law that may be issued.

Income tax expense in 2023 was reduced by a net $3.3 million adjustment associated with the revaluation of the Corporation's net deferred tax assets due to the enactment of tax legislation mentioned above, and a valuation allowance that reflected management’s estimate regarding the realizability of a portion of the Corporation’s state deferred tax assets, largely associated with state net operating loss carryforwards.

The effective tax rates differed from the federal rate of 21%, primarily due to benefits of state tax changes, tax-exempt income, income from BOLI, and federal tax credits partially offset by the establishment of the valuation allowance pertaining to state deferred tax assets. Excluding the net $3.3 million adjustment, the effective tax rate for 2023 would have been 20.4%, down from 21.4% in 2022, reflecting a lower proportion of taxable income to pre-tax book income.

The Corporation’s net deferred tax assets amounted to $53.8 million at December 31, 2023, compared to $56.4 million at December 31, 2022. Net deferred tax assets decreased by $2.6 million during 2023, including the establishment of the valuation allowance, as mentioned above. Management’s assessment considered the Corporation’s forecasted future taxable income, existing taxable temporary differences along with tax planning strategies. Management believes deferred tax assets, net of the valuation allowance, are more-likely-than-not to be realized.

See Note 11 to the Consolidated Financial Statements for additional information regarding income taxes.

Segment Reporting

The Corporation manages its operations through two reportable business segments, consisting of Commercial Banking and Wealth Management Services. See Note 18 to the Consolidated Financial Statements.

Commercial Banking

The following table presents a summarized statement of operations for the Commercial Banking business segment:

(Dollars in thousands)Change
Years Ended December 31,20232022$%
Net interest income$137,061$156,040($18,979)(12%)
Provision for credit losses3,200(1,300)4,500(346)
Net interest income after provision for credit losses133,861157,340(23,479)(15)
Noninterest income20,00623,088(3,082)(13)
Noninterest expense102,96696,9735,9936
Income before income taxes50,90183,455(32,554)(39)
Income tax expense7,02817,557(10,529)(60)
Net income$43,873$65,898($22,025)(33%)

Net interest income for the Commercial Banking segment decreased by $19.0 million, or 12%, from 2022. Net interest income was adversely impacted by increases in funding costs, but this was partially offset by growth in and higher yields on average interest-earning assets.

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Management's Discussion and Analysis

A provision for credit losses of $3.2 million was recognized in earnings in 2023, compared to a negative provision for credit losses (or a benefit) of $1.3 million in 2022. See additional discussion under the caption “Provision for Credit Losses.”

Noninterest income derived from the Commercial Banking segment decreased by $3.1 million, or 13%, from 2022, largely reflecting lower mortgage banking revenues and lower loan related derivative income, partially offset by higher BOLI income. See additional discussion under the caption “Noninterest Income” above.

Commercial Banking noninterest expenses were up by $6.0 million, or 6%, from 2022, with the largest increases in FDIC deposit insurance costs, outsourced services, net occupancy expense, equipment expense and legal expense. See additional disclosure under the caption “Noninterest Expense” above.

Wealth Management Services

The following table presents a summarized statement of operations for the Wealth Management Services business segment:

(Dollars in thousands)Change
Years Ended December 31,20232022$%
Net interest income (expense)$37($50)$87(174%)
Noninterest income36,13439,514(3,380)(9)
Noninterest expense30,59131,749(1,158)(4)
Income before income taxes5,5807,715(2,135)(28)
Income tax expense1,2771,932(655)(34)
Net income$4,303$5,783($1,480)(26%)

Noninterest income for the Wealth Management Services segment decreased by $3.4 million, or 9%, compared to 2022, due to a decrease in asset-based revenues. See further discussion of wealth management revenues under the caption “Noninterest Income” above.

Noninterest expenses for the Wealth Management Services segment decreased by $1.2 million, or 4%, compared to 2022, largely reflecting a decrease in salaries and employee benefits expense, partially offset by higher legal expenses. See additional discussion under the caption “Noninterest Expense” above.

Financial Condition

Summary

The following table presents selected financial condition data:

(Dollars in thousands)Change
December 31,20232022$%
Cash and due from banks$86,824$115,492($28,668)(25%)
Total securities1,000,380993,9286,4521
Total loans5,647,7065,110,139537,56711
Allowance for credit losses on loans41,05738,0273,0308
Total assets7,202,8476,660,051542,7968
Total deposits5,348,1605,018,962329,1987
FHLB advances1,190,000980,000210,00021
Total shareholders’ equity472,686453,66919,0174

Total assets amounted to $7.2 billion at December 31, 2023, up by $542.8 million, or 8%, from the end of 2022 due to loan growth.

Cash and due from banks declined by $28.7 million, or 25%, from the end of 2022, reflecting lower cash balances on deposit at correspondent banks and a reduction in cash collateral pledged to derivative counterparties.

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Management's Discussion and Analysis

Total loans increased by $537.6 million, or 11%, from the balance at December 31, 2022, with growth in the residential real estate and CRE portfolios.

Total deposits increased by $329.2 million, or 7%, from the end of 2022, largely reflecting an increase in wholesale brokered time deposits. FHLB advances increased by $210.0 million, or 21%, from December 31, 2022. The increase in wholesale brokered time deposits and FHLB advances reflected higher levels of wholesale funding being utilized to fund balance sheet growth.

Shareholders’ equity increased by $19.0 million, or 4%, from the end of 2022, as net income and a net increase in the AOCL component of shareholders’ equity was partially offset by dividend declarations and changes in treasury stock balances.

Securities

Investment security activity is monitored by the Investment Committee, the members of which also sit on the ALCO.  Asset and liability management objectives are the primary influence on the Corporation’s investment activities.  However, the Corporation also recognizes that there are certain specific risks inherent in investment activities.  The securities portfolio is managed in accordance with regulatory guidelines and established internal corporate investment policies that provide limitations on specific risk factors such as market risk, credit risk and concentration, liquidity risk and operational risk to help monitor risks associated with investing in securities.  Reports on the activities conducted by the Investment Committee and the ALCO are presented to the Board of Directors on a regular basis.

The Corporation’s securities portfolio is managed to generate interest income, to implement interest rate risk management strategies, and to provide a readily available source of liquidity for balance sheet management. Securities are designated as either available for sale, held to maturity or trading at the time of purchase. The Corporation does not maintain a portfolio of trading securities and does not have securities designated as held to maturity. Securities available for sale may be sold in response to changes in market conditions, prepayment risk, rate fluctuations, liquidity, or capital requirements. Debt securities available for sale are reported at fair value, with any unrealized gains and losses excluded from earnings and reported as a separate component of shareholders’ equity, net of tax, until realized.

Determination of Fair Value

The Corporation uses an independent pricing service to obtain quoted prices. The prices provided by the independent pricing service are generally based on observable market data in active markets. The determination of whether markets are active or inactive is based upon the level of trading activity for a particular security class. Management reviews the independent pricing service’s documentation to gain an understanding of the appropriateness of the pricing methodologies. Management also reviews the prices provided by the independent pricing service for reasonableness based upon current trading levels for similar securities. If the prices appear unusual, they are re-examined and the value is either confirmed or revised. In addition, management periodically performs independent price tests of securities to ensure proper valuation and to verify our understanding of how securities are priced. As of December 31, 2023 and 2022, management did not make any adjustments to the prices provided by the pricing service.

Our fair value measurements generally utilize Level 2 inputs, representing quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, and model-derived valuations in which all significant input assumptions are observable in active markets.

See Notes 3 and 10 to the Consolidated Financial Statements for additional information regarding the determination of fair value of investment securities.

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Management's Discussion and Analysis

Securities Portfolio

The carrying amounts of securities held are as follows:

(Dollars in thousands)
December 31,20232022
Amount% of TotalAmount% of Total
Available for Sale Debt Securities:
Obligations of U.S. government-sponsored enterprises$225,74223%$199,58220%
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises753,95675774,10278
Individual name issuer trust preferred debt securities8,79318,7601
Corporate bonds11,889111,4841
Total available for sale debt securities$1,000,380100%$993,928100%

The securities portfolio represented 14% of total assets at December 31, 2023, compared to 15% of total assets at December 31, 2022. The largest component of the securities portfolio is mortgage-backed securities, all of which are issued by U.S. government agencies or U.S. government-sponsored enterprises.

The securities portfolio increased by $6.5 million, or 1%, from the end of 2022. This included purchases of U.S. government agency and U.S. government-sponsored debt securities, including mortgage-backed securities, totaling $60.2 million, with a weighted average yield of 4.98% and an increase of $20.2 million (pretax) in the fair value of available for sale securities. These were partially offset by $72.5 million of routine pay-downs on mortgage-backed securities.

As of December 31, 2023, the carrying amount of available for sale debt securities included net unrealized losses of $152.2 million, compared to net unrealized losses of $172.4 million as of December 31, 2022. The net unrealized losses were concentrated in obligations of U.S. government agencies and U.S. government-sponsored enterprises, including mortgage-backed securities, and primarily attributable to relative changes in market interest rates since the time of purchase. See Note 3 to the Consolidated Financial Statements for additional information.

Federal Home Loan Bank Stock

The Bank is a member of the FHLB, which is a cooperative that provides services to its member banking institutions. The primary reason for the Bank’s membership is to gain access to a reliable source of wholesale funding in order to manage interest rate risk. The purchase of FHLB stock is a requirement for a member to gain access to funding. The Bank purchases FHLB stock in proportion to the volume of funding received and views the purchases as a necessary long-term investment for the purposes of balance sheet liquidity and not for investment return. The Bank’s investment in FHLB stock totaled $51.9 million at December 31, 2023, compared to $43.5 million at December 31, 2022. See Note 1 to the Consolidated Financial Statements for additional information.

Loans

Total loans amounted to $5.6 billion at December 31, 2023, up by $537.6 million, or 11%, from the end of 2022, largely reflecting growth in both the residential real estate and CRE portfolios.

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Management's Discussion and Analysis

The following table sets forth the composition of the Corporation’s loan portfolio:

(Dollars in thousands)
December 31,20232022
Amount%Amount%
Commercial:
Commercial real estate (1)$2,106,35937%$1,829,30436%
Commercial & industrial (2)605,07211656,39713
Total commercial2,711,431482,485,70149
Residential real estate:
Residential real estate (3)2,604,478462,323,00245
Consumer:
Home equity312,5946285,7156
Other (4)19,20315,721
Total consumer331,7976301,4366
Total loans$5,647,706100%$5,110,139100%

(1)CRE consists of commercial mortgages primarily secured by income-producing property, as well as construction and development loans. Construction and development loans are made to businesses for land development or the on-site construction of industrial, commercial, or residential buildings.

(2)C&I consists of loans to businesses and individuals, a portion of which are fully or partially collateralized by real estate.

(3)Residential real estate consists of mortgage and homeowner construction loans secured by one- to four-family residential properties.

(4)Other consists of loans to individuals secured by general aviation aircraft and other personal installment loans.

An analysis of the maturity and interest rate sensitivity of the Corporation’s loan portfolio as of December 31, 2023 follows:

(Dollars in thousands)CommercialConsumer
CRE (1)C&ITotal CommercialResidential Real Estate (2)Home EquityOtherTotal ConsumerTotal
Amounts due in:
One year or less$250,833$146,123$396,956$58,904$7,135$3,477$10,612$466,472
After one year to five years1,168,605330,8221,499,427250,00916,2565,90022,1561,771,592
After five years to fifteen years686,921127,733814,654732,54044,7367,53252,2681,599,462
After fifteen years3943941,563,025244,4672,294246,7611,810,180
Total$2,106,359$605,072$2,711,431$2,604,478$312,594$19,203$331,797$5,647,706
Interest rate terms on amounts due after one year:
Fixed rates$574,893$116,841$691,734$1,166,514$53,873$13,965$67,838$1,926,086
Variable rates1,280,633342,1081,622,7411,379,060251,5861,761253,3473,255,148

(1)Includes construction and development loans that will convert to repayment terms following the construction period and will be reclassified to either the CRE or C&I category.

(2)Includes homeowner construction loans. Maturities of homeowner construction loans are included based on their contractual conventional mortgage repayment terms following the completion of construction.

Generally, the actual maturity of loans is substantially shorter than their contractual maturity due to prepayments and, in the case of loans secured by real estate, due to payoff of loans upon the sale of the property by the borrower. The average life of loans secured by real estate tends to increase when market loan rates are higher than rates on existing portfolio loans and, conversely, tends to decrease when rates on existing portfolio loans are higher than market loan rates. Under the latter scenario, the average yield on portfolio loans tends to decrease as higher yielding loans are repaid or refinanced at lower rates. Due to the fact that the Bank may, consistent with industry practice, renew a significant portion of commercial loans at or immediately prior to their maturity by renewing the loans on substantially similar or revised terms, the principal repayments actually received by the Bank are anticipated to be significantly less than the amounts contractually due in any

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Management's Discussion and Analysis

particular period. In other circumstances, a loan, or a portion of a loan, may not be repaid due to the borrower’s inability to satisfy the contractual terms of the loan.

Commercial Loans

The commercial loan portfolio represented 48% of total loans at December 31, 2023, compared to 49% of total loans at December 31, 2022.

In making commercial loans, we may occasionally solicit the participation of other banks. The Bank also participates in commercial loans originated by other banks. In such cases, these loans are individually underwritten by us using standards similar to those employed for our self-originated loans. Our participation in commercial loans originated by other banks amounted to $652.7 million and $510.6 million, respectively, at December 31, 2023 and 2022. Our participation in commercial loans originated by other banks also includes shared national credits.

Commercial loans fall into two main categories, CRE and C&I loans. CRE loans consist of commercial mortgages secured by real property where the primary source of repayment is derived from rental income associated with the property or the proceeds of the sale, refinancing or permanent financing of the property. CRE loans also include construction loans made to businesses for land development or the on-site construction of industrial, commercial, or residential buildings. C&I loans primarily provide working capital, equipment financing and financing for other business-related purposes. C&I loans are frequently collateralized by equipment, inventory, accounts receivable, and/or general business assets.  A portion of the Bank’s C&I loans is also collateralized by real estate.  C&I loans also include tax-exempt loans made to states and political subdivisions, as well as industrial development or revenue bonds issued through quasi-public corporations for the benefit of a private or non-profit entity where that entity rather than the governmental entity is obligated to pay the debt service.

Commercial Real Estate Loans

CRE loans totaled $2.1 billion at December 31, 2023, up by $277.1 million, or 15%, from the balance at December 31, 2022.

In 2023, CRE loan originations and advances amounted to $420.8 million and were partially offset by principal payments of $158.4 million. The net increase in CRE also reflected reclassifications of $14.7 million from C&I, which included changes in the primary source of repayment.

Construction and development loans included in the CRE loan portfolio amounted to $214.6 million and $164.1 million, respectively, as of December 31, 2023 and 2022.

Shared national credit balances outstanding included in the CRE loan portfolio totaled $47.4 million and $10.5 million, respectively, at December 31, 2023 and 2022. At December 31, 2023, $29.0 million of the balance was included in the pass-rated category of commercial loan credit quality and $18.4 million of the balance was classified. At December 31, 2022 all of the balances were included in the pass-rated category. All of the shared national credit balances included in CRE loans were current with respect to payment terms at both December 31, 2023 and 2022.

The following table presents a geographic summary of CRE loans by property location:

(Dollars in thousands)December 31, 2023December 31, 2022
Outstanding Balance% of TotalOutstanding Balance% of Total
Connecticut$815,97539%$691,78038%
Massachusetts645,73631566,71731
Rhode Island430,89920387,75921
Subtotal1,892,610901,646,25690
All other states213,74910183,04810
Total$2,106,359100%$1,829,304100%

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Management's Discussion and Analysis

The following table presents a summary of CRE loans by property type segmentation:

(Dollars in thousands)December 31, 2023December 31, 2022
Outstanding Balance (1)% of TotalOutstanding Balance (1)% of Total
CRE Portfolio Segmentation:
Multi-family dwelling$546,69426%$469,23326%
Retail434,91321421,61723
Industrial and warehouse307,98715192,71711
Office284,19913257,55114
Hospitality235,01511214,82912
Healthcare175,4908136,2257
Commercial mixed use49,079254,9763
Other72,982482,1564
Total CRE loans$2,106,359100%$1,829,304100%
Average CRE loan size (2)$5,366$4,814
Largest individual CRE loan outstanding$65,458$65,431

(1)Does not include unfunded commitments of $351.5 million and $322.4 million, respectively, as of December 31, 2023 and 2022.

(2)Total commitment (outstanding loan balance plus unfunded commitments) divided by number of loans.

In 2023, there has been heightened focus in the banking industry on the CRE office sector, given the continuation of remote work and an increase in vacancies across the office market. As of December 31, 2023, Washington Trust’s CRE office loan segment totaled $284.2 million, or 5% of total loans and 13% of the total CRE loans. These office loans are secured by properties located in our primary lending market area of southern New England - Connecticut, Massachusetts and Rhode Island. Furthermore, approximately 66% of the CRE office segment balance of $284.2 million is secured by properties located in suburban areas. As of December 31, 2023, all of the CRE office loans were current with respect to payment terms and 93% of the CRE office segment balance was on accruing status. Additionally, the credit quality of the CRE office loan segment was 84% pass-rated, 2% special mention-rated and 14% classified as of December 31, 2023.

Commercial and Industrial Loans

C&I loans amounted to $605.1 million at December 31, 2023, down by $51.3 million, or 8%, from the balance at December 31, 2022.

The decline in C&I balances reflected payments of $87.3 million and reclassifications to CRE of $14.7 million, partially offset by loan originations and advances of approximately $50.7 million.

Shared national credit balances outstanding included in the C&I loan portfolio totaled $66.3 million and $40.9 million, respectively, at December 31, 2023 and 2022. All of these loans were included in the pass-rated category of commercial loan credit quality and were current with respect to payment terms at both December 31, 2023 and 2022.

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Management's Discussion and Analysis

The following table presents a summary of C&I loan by industry segmentation:

(Dollars in thousands)December 31, 2023December 31, 2022
Outstanding Balance (1)% of TotalOutstanding Balance (1)% of Total
C&I Portfolio Segmentation:
Healthcare and social assistance$166,49028%$193,05229%
Real estate rental and leasing70,5401272,42911
Transportation and warehousing63,7891151,3478
Manufacturing54,905960,6019
Retail trade43,746756,0129
Educational services41,968746,7087
Finance and insurance33,617628,3134
Information22,674423,9484
Arts, entertainment and recreation22,249425,6464
Accommodation and food services13,502217,1673
Professional, scientific and technical services7,99816,4511
Public administration3,0193,7891
Other60,575970,93410
Total C&I loans$605,072100%$656,397100%
Average C&I loan size (2)$844$837
Largest individual C&I loan outstanding$25,324$27,676

(1)Does not include unfunded commitments of $341.9 million and $344.2 million, respectively, as of December 31, 2023 and 2022.

(2)Total commitment (outstanding loan balance plus unfunded commitments) divided by number of loans.

Residential Real Estate Loans

The residential real estate loan portfolio represented 46% of total loans at December 31, 2023, compared to 45% of total loans at December 31, 2022.

Residential real estate loans held in portfolio amounted to $2.6 billion at December 31, 2023, up by $281.5 million, or 12%, from the balance at December 31, 2022. A large proportion of loan origination activity was originated for portfolio.

The following is a geographic summary of residential real estate loans by property location:

(Dollars in thousands)December 31, 2023December 31, 2022
Amount% of TotalAmount% of Total
Massachusetts$1,928,20674%$1,698,24073%
Rhode Island481,28919446,01019
Connecticut165,9336153,3237
Subtotal2,575,428992,297,57399
All other states29,050125,4291
Total (1)$2,604,478100%$2,323,002100%

(1)Includes residential mortgage loans purchased from and serviced by other financial institutions totaling $53.4 million and $59.9 million, respectively, as of December 31, 2023 and 2022.

Residential real estate loans are originated both for sale to the secondary market, as well as for retention in the Bank’s loan portfolio. We also originate residential real estate loans for various investors in a broker capacity, including conventional mortgages and reverse mortgages.

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Management's Discussion and Analysis

The table below presents residential real estate loan origination activity:

(Dollars in thousands)
Years ended December 31,20232022
Amount% of TotalAmount% of Total
Originations for retention in portfolio (1)$459,89264%$881,87474%
Originations for sale to the secondary market (2)260,59236309,40726
Total$720,484100%$1,191,281100%

(1)Includes the full commitment amount of homeowner construction loans.

(2)Includes brokered loans (loans originated for others).

The table below presents residential real estate loan sales activity:

(Dollars in thousands)
Years ended December 31,20232022
Amount% of TotalAmount% of Total
Loans sold with servicing rights retained$108,17743%$99,84929%
Loans sold with servicing rights released (1)141,79557239,89971
Total$249,972100%$339,748100%

(1)Includes brokered loans (loans originated for others).

Residential real estate loan origination, refinancing and sales activity decreased in 2023 in response to increases in market interest rates and changes in the housing markets.

We have active relationships with various secondary market investors that purchase residential real estate loans we originate. In addition to managing our interest rate risk position and earnings through the sale of these loans, we are also able to manage our liquidity position through timely sales of residential real estate loans to the secondary market.

Loans are sold with servicing retained or released. Loans sold with servicing rights retained result in the capitalization of servicing rights. Loan servicing rights are included in other assets and are subsequently amortized as an offset to mortgage banking revenues over the estimated period of servicing. The net balance of capitalized servicing rights amounted to $8.5 million and $9.0 million, respectively, as of December 31, 2023 and 2022. The balance of residential mortgage loans serviced for others, which are not included in the Consolidated Balance Sheets, amounted to $1.5 billion at both December 31, 2023 and 2022.

Consumer Loans

The consumer loan portfolio represented 6% of total loans at both December 31, 2023 and 2022.

Consumer loans include home equity loans and lines of credit and personal installment loans. Home equity lines of credit and home equity loans represented 94% of the total consumer portfolio at December 31, 2023. Our home equity line and home equity loan origination activities are conducted primarily in southern New England. The Bank estimates that approximately 55% of the combined home equity lines of credit and home equity loan balances are first lien positions or subordinate to other Washington Trust mortgages.

The consumer loan portfolio totaled $331.8 million at December 31, 2023, up by $30.4 million, or 10%, from December 31, 2022, largely reflecting increases in home equity lines and loans. Purchased consumer loans, consisting of loans to individuals secured by general aviation aircraft, amounted to $13.2 million and $9.6 million, respectively, at December 31, 2023 and 2022.

Investment in Bank-Owned Life Insurance

BOLI amounted to $103.7 million and $102.2 million, respectively, at December 31, 2023 and 2022. BOLI provides a means to mitigate increasing employee benefit costs.  The Corporation expects to benefit from the BOLI contracts as a result of the tax-free growth in cash surrender value and death benefits that are expected to be generated over time.  The purchase of the

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Management's Discussion and Analysis

life insurance policy results in an income-earning asset on the Consolidated Balance Sheet that provides monthly tax-free income to the Corporation.  The largest risk to the BOLI program is credit risk of the insurance carriers.  To mitigate this risk, annual financial condition reviews are completed on all carriers.  BOLI is invested in the “general account” of quality insurance companies.  All such general account carriers were rated as investment grade at December 31, 2023 by credit rating agencies such as A.M. Best, Moody’s and S&P.  BOLI is included in the Consolidated Balance Sheet at its cash surrender value.  Increases in BOLI’s cash surrender value are reported as a component of noninterest income in the Consolidated Statements of Income.

Asset Quality

Management continually monitors the asset quality of the loan portfolio using all available information. The Board of Directors monitors credit risk management through two committees, the Finance Committee and the Audit Committee.  The Finance Committee has oversight responsibility for the credit granting function, including approval authority for credit granting policies, review of management’s credit granting activities and approval of large exposure credit requests.  The Audit Committee has oversight responsibility for the ERM program, which includes credit risk management activities performed by management such as the monitoring of the credit quality of the loan portfolio, conducting a credit review program and determining the adequacy of the ACL. The Audit Committee also approves the policy and methodology for establishing the ACL. These committees report the results of their respective oversight functions to the Board of Directors.  In addition, the Board of Directors receives information concerning asset quality measurements and trends on a regular basis.

In the course of resolving problem loans, the Corporation may choose to modify the contractual terms of certain loans. Effective January 1, 2023, a loan that has been modified is considered a TLM when the modification is made to a borrower experiencing financial difficulty and the modification has a direct impact to the contractual cash flows. The decision to modify a loan, versus aggressively enforcing the collection of the loan, may benefit the Corporation by increasing the ultimate probability of collection. See Notes 2 and 4 to the Consolidated Financial Statements for additional information regarding TLMs.

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Management's Discussion and Analysis

Nonperforming Assets

Nonperforming assets include nonaccrual loans and OREO.

The following table presents nonperforming assets and additional asset quality data:

(Dollars in thousands)
December 31,20232022
Commercial:
Commercial real estate$32,827$—
Commercial & industrial682
Total commercial33,509
Residential Real Estate:
Residential real estate9,62611,894
Consumer:
Home equity1,483952
Other
Total consumer1,483952
Total nonaccrual loans44,61812,846
OREO, net683
Total nonperforming assets$45,301$12,846
Nonperforming assets to total assets0.63%0.19%
Nonperforming loans to total loans0.79%0.25%
Total past due loans to total loans0.20%0.23%
Allowance for credit losses on loans to total loans0.73%0.74%
Allowance for credit losses on loans to nonaccrual loans92.02%296.02%
Accruing loans 90 days or more past due$—$—

Nonaccrual Loans

Loans, with the exception of certain well-secured loans that are in the process of collection, are placed on nonaccrual status and interest recognition is suspended when such loans are 90 days or more overdue with respect to principal and/or interest, or sooner if considered appropriate by management. Loans are removed from nonaccrual status when they have been current as to principal and interest (generally for six months), the borrower has demonstrated an ability to comply with repayment terms, and when, in management’s opinion, the loans are considered to be fully collectible. During 2023, the Corporation made no changes in its practices or policies concerning the placement of loans into nonaccrual status.

Interest income that would have been recognized if loans on nonaccrual status had been current in accordance with their original terms was approximately $3.4 million in 2023, compared to $640 thousand in 2022.  Interest income attributable to these loans included in the Consolidated Statements of Income amounted to approximately $2.9 million and $463 thousand, respectively, in 2023 and 2022.

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Management's Discussion and Analysis

The following table presents the activity in nonaccrual loans:

(Dollars in thousands)
Years ended December 31,20232022
Balance at beginning of period$12,846$14,203
Additions to nonaccrual status40,2763,591
Loans returned to accruing status(1,636)(699)
Loans charged-off(577)(184)
Loans transferred to other real estate owned(683)
Payments, payoffs and other changes(5,608)(4,065)
Balance at end of period$44,618$12,846

The following table presents additional detail on nonaccrual loans:

(Dollars in thousands)December 31, 2023December 31, 2022
Days Past DueDays Past Due
Current30-8990 or MoreTotal Nonaccrual% (1)Current30-8990 or MoreTotal Nonaccrual% (1)
Commercial:
Commercial real estate$32,827$—$—$32,8271.56%$—$—$—$—%
Commercial & industrial6826820.11
Total commercial33,50933,5091.24
Residential Real Estate:
Residential real estate4,1053,5122,0099,6260.374,9333,1823,77911,8940.51
Consumer:
Home equity1276217351,4830.477172359520.33
Other
Total consumer1276217351,4830.457172359520.32
Total nonaccrual loans$37,741$4,133$2,744$44,6180.79%$5,650$3,417$3,779$12,8460.25%

(1)Percentage of nonaccrual loans to the total loans outstanding within the respective class.

There were no significant commitments to lend additional funds to borrowers whose loans were on nonaccrual status at December 31, 2023.

As of December 31, 2023, the composition of nonaccrual loans was 75% commercial and 25% residential and consumer. This compared to 100% residential and consumer as of December 31, 2022.

Total nonaccrual loans increased by $31.8 million from the end of 2022.

Nonaccrual commercial loans increased by $33.5 million in 2023, due primarily to three CRE loans with a total carrying value of $32.8 million at December 31, 2023 that were placed on nonaccrual status during the year. These three loans are collateral dependent. They were included in individually analyzed loans and based on the estimated fair value of the collateral less estimated costs to sell (when appropriate), specific reserves of $97 thousand were deemed necessary at December 31, 2023. Of the total carrying value, $11.0 million is secured by an office property in Massachusetts; $8.0 million is secured by an office property in Connecticut and was modified as a TLM in 2023; and $13.8 million is secured by a healthcare facility in Connecticut and was modified as TLM in 2023. All three loans are current with respect to payment terms. See Note 4 to the Consolidated Financial Statements for additional disclosure regarding TLMs.

Nonaccrual residential real estate mortgage loans amounted to $9.6 million at December 31, 2023, down by $2.3 million from the end of 2022. As of December 31, 2023, the balance of nonaccrual residential mortgage loans was predominately secured by properties in Massachusetts, Connecticut and Rhode Island. Included in total nonaccrual residential real estate loans at

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Management's Discussion and Analysis

December 31, 2023 were four loans purchased for portfolio and serviced by others amounting to $1.2 million.  Management monitors the collection efforts of its third-party servicers as part of its assessment of the collectability of nonperforming loans.

Past Due Loans

The following table presents past due loans by class:

(Dollars in thousands)
December 31,20232022
Amount% (1)Amount% (1)
Commercial:
Commercial real estate$—%$1,1870.06%
Commercial & industrial102650.04
Total commercial101,4520.06
Residential Real Estate:
Residential real estate8,1160.318,8750.38
Consumer:
Home equity3,1961.021,2350.43
Other230.12160.10
Total consumer3,2190.971,2510.42
Total past due loans$11,3450.20%$11,5780.23%

(1)Percentage of past due loans to the total loans outstanding within the respective class.

As of December 31, 2023, the composition of past due loans (loans past due 30 days or more) was 100% residential and consumer and 0% commercial, compared to 87% for residential and consumer and 13% commercial at December 31, 2022.

Total past due loans decreased by $233 thousand from the end of 2022.

Total past due loans included $6.9 million of nonaccrual loans as of December 31, 2023, compared to $7.2 million of as of December 31, 2022.

All loans 90 days or more past due at December 31, 2023 and 2022 were classified as nonaccrual.

Potential Problem Loans

The Corporation classifies certain loans as “substandard,” “doubtful,” or “loss” based on criteria consistent with guidelines provided by banking regulators.  Potential problem loans include classified accruing commercial loans that were less than 90 days past due at December 31, 2023 and other loans for which known information about possible credit problems of the related borrowers causes management to have doubts as to the ability of such borrowers to comply with the present loan repayment terms and which may result in disclosure of such loans as nonperforming at some time in the future.

Potential problem loans are not included in the amounts of nonaccrual presented above.  They are assessed for loss exposure using the methods described in Note 4 to the Consolidated Financial Statements under the caption “Credit Quality Indicators.” Management cannot predict the extent to which economic conditions or other factors may impact borrowers and the potential problem loans.  Accordingly, there can be no assurance that other loans will not become 90 days or more past due, be placed on nonaccrual, become modified, or require increased allowance coverage and provision for credit losses on loans.

Management has identified $22.9 million in potential problem loans at December 31, 2023, compared to $927 thousand at December 31, 2022. As of December 31, 2023, the balance of potential problem loans largely consisted of two CRE loans secured by office properties in Massachusetts and Connecticut. At December 31, 2023, these loans were current with respect to payment terms.

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Management's Discussion and Analysis

Allowance for Credit Losses on Loans

The ACL on loans is management’s estimate of expected lifetime credit losses on loans carried at amortized cost.  The ACL on loans is established through a provision for credit losses recognized in earnings. The ACL on loans is reduced by charge-offs on loans and is increased by recoveries of amounts previously charged off.

The Corporation’s general practice is to identify problem credits early and recognize full or partial charge-offs as promptly as practicable when it is determined that the collection of loan principal is unlikely. Full or partial charge-offs on collateral dependent individually analyzed loans are recognized when the collateral is deemed to be insufficient to support the carrying value of the loan. The Corporation does not recognize a recovery when new appraisals indicate a subsequent increase in value.

Appraisals are generally obtained with values determined on an “as is” basis from independent appraisal firms for real estate collateral dependent commercial loans in the process of collection or when warranted by other deterioration in the borrower’s credit status. New appraisals are generally obtained for nonaccrual loans or when management believes it is warranted. The Corporation has continued to maintain appropriate professional standards regarding the professional qualifications of appraisers and has an internal review process to monitor the quality of appraisals.

For residential real estate loans and real estate collateral dependent consumer loans that are in the process of collection, valuations are obtained from independent appraisal firms with values determined on an “as is” basis.

The following table presents additional detail on the Corporation’s loan portfolio and associated allowance:

(Dollars in thousands)December 31, 2023December 31, 2022
LoansRelated AllowanceAllowance / LoansLoansRelated AllowanceAllowance / Loans
Individually analyzed loans$34,640$970.28%$9,996$1151.15%
Pooled (collectively evaluated) loans5,613,06640,9600.735,100,14337,9120.74
Total$5,647,706$41,0570.73%$5,110,139$38,0270.74%

Management employs a process and methodology to estimate the ACL on loans that evaluates both quantitative and qualitative factors. The methodology for evaluating quantitative factors consists of two basic components. The first component involves pooling loans into portfolio segments for loans that share similar risk characteristics. The second component involves individually analyzed loans that do not share similar risk characteristics with loans that are pooled into portfolio segments.

The ACL for individually analyzed loans is measured using a DCF method based upon the loan’s contractual effective interest rate, or at the loan’s observable market price, or, if the loan was collateral dependent, at the fair value of the collateral.

The ACL for pooled loans is measured utilizing a DCF methodology to estimate credit losses for each pooled portfolio segment. The methodology incorporates a probability of default and loss given default framework. Loss given default is estimated based on historical credit loss experience. Probability of default is estimated using a regression model that incorporates econometric factors. Management utilizes forecasted econometric factors with a one-year reasonable and supportable forecast period and one-year straight-line reversion period in order to estimate the probability of default for each loan portfolio segment. The DCF methodology combines the probability of default, the loss given default, prepayment speeds and remaining life of the loan to estimate a reserve for each loan. The sum of all the loan level reserves are aggregated for each portfolio segment and a loss rate factor is derived. Quantitative loss factors for pooled loans are also supplemented by certain qualitative risk factors reflecting management’s view of how losses may vary from those represented by quantitative loss rates.

The ACL on loans amounted to $41.1 million at December 31, 2023, up by $3.0 million, or 8%, from the balance at December 31, 2022. The ACL on loans as a percentage of total loans, also known as the reserve coverage ratio, was 0.73% at December 31, 2023, compared to 0.74% at December 31, 2022.

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Management's Discussion and Analysis

A positive provision for credit losses (or a charge) of $3.2 million was recognized in earnings in 2023. This reflected loan growth and slowdown of loan prepayment speeds, changes in asset and credit quality, and our current estimate of forecasted economic conditions. Econometric factors have been stable to improving in 2023 with our forecast reflecting a lower probability of a recession.

Net charge-offs totaled $520 thousand, or 0.01% of average loans, in 2023, compared to net recoveries of $368 thousand, or 0.01% of average loans, in 2022.

The ACL on loans is an estimate and ultimate losses may vary from management’s estimate. Deteriorating conditions or assumptions could lead to further increases in the ACL on loans; conversely, improving conditions or assumptions could lead to further reductions in the ACL on loans.

The following table presents the allocation of the ACL on loans by portfolio segment. The total ACL on loans is available to absorb losses from any segment of the loan portfolio.

(Dollars in thousands)December 31, 2023December 31, 2022
Allocated ACLACL to LoansLoans to Total Portfolio (1)Allocated ACLACL to LoansLoans to Total Portfolio (1)
Commercial:
Commercial real estate$24,1441.15%37%$18,4351.01%36%
Commercial & industrial8,0881.341110,3561.5813
Total commercial32,2321.194828,7911.1649
Residential Real Estate:
Residential real estate7,4030.28467,7400.3345
Consumer:
Home equity1,0480.3461,1150.396
Other3741.953812.42
Total consumer1,4220.4361,4960.506
Total ACL on loans at end of period$41,0570.73%100%$38,0270.74%100%

(1)Percentage of loans outstanding in respective class to total loans outstanding.

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Management's Discussion and Analysis

The following table reflects the activity in the ACL on loans during the years presented:

(Dollars in thousands)
December 31,202320222021
Balance at beginning of period$38,027$39,088$44,106
Charge-offs:
Commercial:
Commercial real estate373
Commercial & industrial3736307
Total commercial41036307
Residential real estate:
Residential real estate107
Consumer:
Home equity183
Other16714866
Total consumer167148249
Total charge-offs577184663
Recoveries:
Commercial:
Commercial real estate445
Commercial & industrial122941
Total commercial1247441
Residential real estate:
Residential real estate32189
Consumer:
Home equity101291
Other324525
Total consumer4257116
Total recoveries57552246
Net charge-offs (recoveries)520(368)417
Provision charged to earnings3,550(1,429)(4,601)
Balance at end of period$41,057$38,027$39,088
Net charge-offs (recoveries) to average loans0.01%(0.01%)0.01%

Sources of Funds

Our sources of funds include in-market deposits, wholesale brokered deposits, FHLB advances, other borrowings and proceeds from the sales, maturities and payments of loans and investment securities.  The Corporation uses funds to originate and purchase loans, purchase investment securities, conduct operations, expand the branch network and pay dividends to shareholders.

Deposits

The Corporation offers a wide variety of deposit products to consumer and business customers.  Deposits provide an important source of funding for the Bank, as well as an ongoing stream of fee revenue.

The Bank is a participant in the DDM program, ICS program and the CDARS program. The Bank uses these deposit sweep services to place customer and client funds into interest-bearing demand accounts, money market accounts, and/or time deposits issued by other participating banks. Customer and client funds are placed at one or more participating banks to ensure that each deposit customer is eligible for the full amount of FDIC insurance. As a program participant, we receive

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Management's Discussion and Analysis

reciprocal amounts of deposits from other participating banks. We consider these reciprocal deposit balances to be in-market deposits as distinguished from traditional wholesale brokered deposits.

The following table presents a summary of deposits:

(Dollars in thousands)December 31, 2023December 31, 2022Balance Change
Amount% of TotalAmount% of Total$%
Noninterest-bearing demand deposits$693,74613%$858,95317%($165,207)(19%)
Interest-bearing demand deposits (in-market)504,9599302,0446202,91567
NOW accounts767,03614871,87517(104,839)(12)
Money market accounts1,096,959211,255,80525(158,846)(13)
Savings accounts497,2239576,25011(79,027)(14)
Time deposits (in-market)1,134,18722795,83816338,34943
Total in-market deposits4,694,110884,660,7659233,3451
Wholesale brokered demand deposits31,1531(31,153)(100)
Wholesale brokered time deposits654,05012327,0447327,006100
Total wholesale brokered deposits654,05012358,1978295,85383
Total deposits$5,348,160100%$5,018,962100%$329,1987%

Total deposits amounted to $5.3 billion at December 31, 2023, up by $329.2 million, or 7%, from December 31, 2022, largely reflecting increases in wholesale brokered time deposits.

Wholesale brokered deposits increased by $295.9 million, or 83%, from December 31, 2022, as higher levels were utilized to fund balance sheet growth.

In-market deposits, which exclude wholesale brokered deposits, were up by $33.3 million, or 1%, from the balance at December 31, 2022. As expected, due to higher market interest rates and increased competition, in-market deposits shifted from relatively lower cost products to higher cost products in 2023. As of December 31, 2023, in-market deposits were approximately 60% retail and 40% commercial. Our in-market deposits are well-diversified by industry and customer type. The average size of our in-market deposit accounts was approximately $36 thousand at December 31, 2023.

The following table presents a summary of the Bank’s uninsured deposits:

(Dollars in thousands)December 31, 2023December 31, 2022
Balance% of Total DepositsBalance% of Total Deposits
Uninsured Deposits:
Uninsured deposits (1)$1,260,67224%$1,514,90030%
Less: affiliate deposits (2)92,6452210,4444
Uninsured deposits, excluding affiliate deposits1,168,027221,304,45626
Less: fully-collateralized preferred deposits (3)204,3274329,8687
Uninsured deposits, after exclusions$963,70018%$974,58819%

(1)Determined in accordance with regulatory reporting requirements, which includes affiliate deposits and fully-collateralized preferred deposits.

(2)    Uninsured deposit balances of Washington Trust Bancorp, Inc. and its subsidiaries that are eliminated in consolidation.

(3)    Uninsured deposits of states and political subdivisions, which are secured or collateralized as required by state law.

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Management's Discussion and Analysis

The following table presents the amount of time certificates of deposit in denominations of $250 thousand or more at December 31, 2023, maturing during the periods indicated:

(Dollars in thousands)
Three months or less$61,452
Over three months to six months67,474
Over six months to 12 months98,355
Over 12 months43,922
Total time deposits$271,203

Borrowings

Borrowings primarily consist of FHLB advances, which are used as a source of funding for liquidity and interest rate risk management purposes. FHLB advances totaled $1.2 billion at December 31, 2023, up by $210.0 million from the balance at the end of 2022, as higher levels of wholesale funding were utilized to fund balance sheet growth.

For additional information regarding FHLB advances see Note 13 to the Consolidated Financial Statements.

Liquidity and Capital Resources

Liquidity Management

Liquidity is the ability of a financial institution to meet maturing liability obligations and customer loan demand.  The Corporation’s primary source of liquidity is in-market deposits, which funded approximately 67% of total average assets in the twelve months ended December 31, 2023.  While the generally preferred funding strategy is to attract and retain low-cost deposits, the ability to do so is affected by competitive interest rates and terms in the marketplace.  Other sources of funding include discretionary use of purchased liabilities (e.g., FHLB term advances and brokered deposits), cash flows from the investment securities portfolio and loan repayments.  Securities designated as available for sale may also be sold in response to short-term or long-term liquidity needs, although management has no intention to do so at this time.

The Corporation has a detailed liquidity funding policy and a contingency funding plan that provide for the prompt and comprehensive response to unexpected demands for liquidity. Management employs stress testing methodology to estimate needs for contingent funding that could result from unexpected outflows of funds in excess of “business as usual” cash flows.  In management’s estimation, risks are concentrated in two major categories: (1) runoff of in-market deposit balances; and (2) unexpected drawdown of loan commitments.  Of the two categories, potential runoff of deposit balances would have the most significant impact on contingent liquidity.  Our stress test scenarios, therefore, emphasize attempts to quantify deposits at risk over selected time horizons.  In addition to these unexpected outflow risks, several other “business as usual” factors enter into the calculation of the adequacy of contingent liquidity including: (1) payment proceeds from loans and investment securities; (2) maturing debt obligations; and (3) maturing time deposits.  The Corporation has established collateralized borrowing capacity with the FRBB and also maintains additional collateralized borrowing capacity with the FHLB in excess of levels used in the ordinary course of business. Borrowing capacity is impacted by the amount and type of assets available to be pledged.

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Management's Discussion and Analysis

The table below presents a summary of contingent liquidity balances by source:

(Dollars in thousands)
December 31,202320222021
Contingent Liquidity:
Federal Home Loan Bank of Boston (1)$1,086,607$668,295$1,642,377
Federal Reserve Bank of Boston (2)65,75927,05916,919
Noninterest-bearing cash54,97049,72746,985
Unencumbered investment securities680,857691,893702,963
Total contingent liquidity$1,888,193$1,436,974$2,409,244
Percentage of total contingent liquidity to uninsured deposits149.8%94.9%179.8%
Percentage of total contingent liquidity to uninsured deposits, after exclusions195.9%147.4%239.8%

(1)As of December 31, 2023, 2022 and 2021, loans with a carrying value of $3.4 billion, $2.4 billion and $2.2 billion, respectively, and securities available for sale with a carrying value of $94.3 million, $102.1 million and $163.2 million, respectively, were pledged to the FHLB resulting in this additional borrowing capacity.

(2)As of December 31, 2023, 2022 and 2021, loans with a carrying value of $71.0 million, $20.9 million and $8.2 million, respectively. and securities available for sale with a carrying value of $13.1 million, $12.7 million and $13.5 million, respectively, were pledged to the FRBB resulting in this additional unused borrowing capacity.

In addition to the amounts presented above, the Bank also had access to a $40.0 million unused line of credit with the FHLB at December 31, 2023, 2022 and 2021. Furthermore, availability of $65.0 million and $215.0 million, respectively, at December 31, 2023 and 2022, was utilized to collateralize an institutional deposit through a standby letter of credit with the FHLB. The Bank had no such standby letter of credit with the FHLB at December 31, 2021.

The ALCO establishes and monitors internal liquidity measures to manage liquidity exposure.  Liquidity remained within target ranges established by the ALCO during 2023.  Based on its assessment of the liquidity considerations described above, management believes the Corporation’s sources of funding meet anticipated funding needs.

Contractual Obligations, Commitments and Off-Balance Sheet Arrangements

In the ordinary course of business, the Corporation enters into contractual obligations that require future cash payments. These include payments related to lease obligations, time deposits with stated maturity dates, borrowings and defined benefit pension plans. For additional information on these arrangements and the expected timing of applicable payments as of December 31, 2023, see the following notes to the Consolidated Financial Statements: Note 7 for leases, Note 12 for time deposits, Note 13 for borrowings and Note 16 for defined benefit pension plans.

Also, in the ordinary course of business, the Corporation engages in a variety of financial transactions that, in accordance with GAAP, are not recorded in the financial statements, or are recorded in amounts that differ from the notional amounts.  These financial transactions include commitments to extend credit, standby letters of credit, forward loan commitments, loan related derivative contracts and interest rate risk management contracts. These transactions involve, to varying degrees, elements of credit, interest rate and liquidity risk. The Corporation’s credit policies with respect to interest rate contracts with commercial borrowers, commitments to extend credit, and standby letters of credit are similar to those used for loans. Some commitments to extend credit and standby letters of credit are expected to expire without being drawn upon, and thus, total amounts do not necessarily represent future cash requirements. Interest rate risk management contracts with other counterparties are generally subject to bilateral collateralization terms. These contracts with various counterparties may subject the Corporation to various cash flow requirements, which may include posting of cash as collateral for arrangements that are in a liability position. For additional information on derivative financial instruments and financial instruments with off-balance sheet risk see Notes 9 and 21 to the Consolidated Financial Statements.

Capital Resources

Total shareholders’ equity amounted to $472.7 million at December 31, 2023, up by $19.0 million from December 31, 2022. This increase was driven by net income of $48.2 million and an increase of $16.6 million in the AOCL component of shareholders' equity. The change in AOCL reflected increases in the fair value of available for sale debt securities and cash flow hedges primarily attributable to relative changes in market interest rates, partially offset by a decrease that was largely

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Management's Discussion and Analysis

associated with the annual remeasurement of pension plan liabilities. The overall change in total shareholders’ equity also included reductions of $38.3 million for dividend declarations and a $6.6 million increase in treasury stock balances.

The change in treasury stock balances included the repurchase of 200,000 shares in January and February at an average price of $43.70 and a total cost of $8.8 million, under the 2023 Repurchase Program. The IRA was signed into law in 2022 and imposed an excise tax of 1% on share repurchases made by the Corporation, net of shares issued, effective in 2023. At December 31, 2023, the Corporation recognized a $73 thousand excise tax liability, which was included in other liabilities, attributable to shares repurchased in 2023, with a corresponding offset to treasury stock on the Consolidated Balance Sheet.

The Corporation declared dividends of $2.24 per share in 2023, representing an increase of 6 cents per share, or 3%, over last year. The dividend payout ratio (dividends declared per share to diluted earnings per share) was 79.4% in 2023, compared to 53.0% in 2022.

The ratio of total equity to total assets amounted to 6.56% at December 31, 2023, compared to a ratio of 6.81% at December 31, 2022.  Book value per share was $27.75 at December 31, 2023, compared to $26.40 at December 31, 2022.

The Bancorp and the Bank are subject to various regulatory capital requirements and are considered “well capitalized,” with a total risk-based capital ratio of 11.58% at December 31, 2023, compared to 12.37% at December 31, 2022.

See Note 14 to the Consolidated Financial Statements for additional discussion regarding shareholders’ equity.

Asset/Liability Management and Interest Rate Risk

Interest rate risk is the risk to earnings due to changes in interest rates. The ALCO is responsible for establishing policy guidelines on liquidity and acceptable exposure to interest rate risk. Quarterly, the ALCO reports on the status of liquidity and interest rate risk matters to the Audit Committee. The objective of the ALCO is to manage assets and funding sources to produce results that are consistent with the Corporation’s liquidity, capital adequacy, growth, risk and profitability goals.

The Corporation utilizes the size and duration of the investment securities portfolio, the size and duration of the wholesale funding portfolio, interest rate contracts and the pricing and structure of loans and deposits, to manage interest rate risk. The interest rate contracts may include interest rate swaps, caps and floors. These interest rate contracts involve, to varying degrees, credit risk and interest rate risk. Credit risk is the possibility that a loss may occur if a counterparty to a transaction fails to perform according to terms of the contract. The notional amount of the interest rate contracts is the amount upon which interest and other payments are based. The notional amount is not exchanged, and therefore, should not be taken as a measure of credit risk. See Notes 9 and 21 to the Consolidated Financial Statements for additional information.

The ALCO uses income simulation to measure interest rate risk inherent in the Corporation’s financial instruments at a given point in time by showing the effect of interest rate shifts on net interest income over a 12-month horizon, a 13- to 24-month horizon and a 60-month horizon. The simulations assume that the size and general composition of the Corporation’s balance sheet remain static over the simulation horizons, with the exception of certain deposit mix shifts from low cost savings to higher cost time deposits in selected interest rate scenarios. Additionally, the simulations take into account the specific repricing, maturity, call options, and prepayment characteristics of differing financial instruments that may vary under different interest rate scenarios. The characteristics of financial instrument classes are reviewed periodically by the ALCO to ensure their accuracy and consistency.

The ALCO reviews simulation results to determine whether the Corporation’s exposure to a decline in net interest income remains within established tolerance levels over the simulation horizons and to develop appropriate strategies to manage this exposure.   As of December 31, 2023 and 2022, net interest income simulations indicated that exposure to changing interest rates over the simulation horizons remained within tolerance levels established by the Corporation. All changes are measured in comparison to the projected net interest income that would result from an “unchanged” rate scenario where both interest rates and the composition of the Corporation’s balance sheet remain stable for a 60-month period.  In addition to measuring the change in net interest income as compared to an unchanged rate scenario, the ALCO also measures the trend of both net interest income and NIM over a 60-month horizon to ensure the stability and adequacy of this source of earnings in different interest rate scenarios.

The ALCO regularly reviews a wide variety of interest rate shift scenario results to evaluate interest rate risk exposure, including scenarios showing the effect of steepening or flattening changes in the yield curve of up to 500 basis points, as well

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Management's Discussion and Analysis

as parallel changes in interest rates of up to 400 basis points.  Because income simulations assume that the Corporation’s balance sheet will remain static over the simulation horizon, the results do not reflect adjustments in strategy that the ALCO could implement in response to rate shifts.

The following table sets forth the estimated change in net interest income from an unchanged rate scenario over the periods indicated for parallel changes in market interest rates using the Corporation’s on- and off-balance sheet financial instruments as of December 31, 2023 and 2022.  Interest rates are assumed to shift by a parallel 100 or 200 basis points upward, as well as 100 or 200 basis points downward over a 12-month period, except for savings deposits, which are assumed to shift by lesser amounts due to their relative historical insensitivity to market interest rate movements.  Since market interest rates have risen sharply, management incorporated the down 200 basis point scenario into the tabular presentation below. Further, deposits are assumed to have certain minimum rate levels below which they will not fall.  It should be noted that the rate scenarios shown do not necessarily reflect the ALCO’s view of the “most likely” change in interest rates over the periods indicated.

December 31, 2023December 31, 2022
Months 1-12Months 13-24Months 1-12Months 13-24
100 basis point rate decrease(3.38%)0.94%(1.09%)1.55%
200 basis point rate decrease(6.82%)1.53%(4.17%)(5.21%)
100 basis point rate increase0.72%(6.08%)(0.78%)(5.45%)
200 basis point rate increase4.16%(7.57%)0.35%(7.65%)

The relative change in interest rate sensitivity from December 31, 2022, as shown in the above table, was attributable to changes in balance sheet composition and market interest rates, as well as the March 31, 2023 termination of an interest rate swap contract that was designated as a cash flow hedge to hedge the risk associated with a pool of variable rate commercial loans. This receive-fixed, pay-floating interest rate swap previously mitigated exposure to declining rates and reduced positive exposure to rising rates. See Note 9 to the Consolidated Financial Statements for additional information on the termination.

As of December 31, 2023, the ALCO estimates that negative exposure of net interest income in Year 1 to falling rates as compared to an unchanged rate scenario results from a more rapid decline in earning asset yields compared to rates paid on deposits.  If market interest rates were to fall and remain lower for a sustained period, certain savings and time deposit rates could decline more slowly and by a lesser amount than other market interest rates.  For simulation purposes, deposit rate changes are anticipated to lag behind other market interest rates in both timing and magnitude.  Asset yields would likely decline more rapidly than deposit costs as holdings mature or reprice, since cash flow from mortgage-related prepayments and redemption of callable securities would increase as market interest rates fall. The negative exposure in down rate scenarios reflects the insensitivity of certain deposit rates to market interest rate declines as they approach their floors. The positive exposure to falling rates in Year 2 is attributable to continued downward repricing of liabilities as time deposits and wholesale funding are replaced with lower rates as they mature.

As of December 31, 2023, the positive exposure of net interest income in Year 1 to rising rates as compared to an unchanged rate scenario results from a more rapid projected relative rate of increase in asset yields than funding costs over the near term. For simulation purposes, deposit rate changes are anticipated to lag behind other market interest rates in both timing and magnitude. The negative exposure to rising rates in Year 2 is due to a higher level of longer-term fixed rate assets, as well as larger proportion of wholesale funds to total sources of funds. Fixed rate assets would not reprice upward in a rising rate environment. Wholesale funds generally would reprice more quickly and by a greater amount than the repricing of in-market deposits in response to changes in market interest rates. As market rates increase, ALCO modeling assumes that deposits shift from lower cost to higher cost deposits. This assumption reflects historical operating conditions in rising rate cycles. Although asset yields would increase in a rising interest rate environment, the cumulative impact of relative growth in rate-sensitive higher cost deposit categories and wholesale funds suggests that the increase in the Corporation’s cost of funds could result in a relative decline in net interest income in Year 2 compared to an unchanged rate scenario.

While the ALCO reviews and updates simulation assumptions and also periodically back-tests the simulation results to ensure that the assumptions are reasonable and current, income simulation may not always prove to be an accurate indicator of interest rate risk or future NIM.  Over time, the repricing, maturity and prepayment characteristics of financial instruments and the composition of the Corporation’s balance sheet may change to a different degree than estimated.  Simulation

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Management's Discussion and Analysis

modeling assumes a static balance sheet, with the exception of certain modeled deposit mix shifts from low cost savings deposits to higher cost time deposits in rising rate scenarios as noted above.

The Federal Reserve has recently paused rate hikes and the target range for the Federal Funds rate was 5.25% - 5.50% at December 31, 2023. The increase of the Federal Funds target rate in recent years has resulted in higher rates on existing deposit products and a shift of low cost balances into higher cost alternatives, which could continue into the future, particularly if interest rates continue to rise. As such, the ALCO has modeled deposit shifts out of these low cost categories into higher cost alternatives in the rising rate simulation scenarios presented above. Deposit balances may also be subject to possible outflow to non-bank alternatives in a rising rate environment, as well as due to heightened uncertainty in the banking industry. This may cause interest rate sensitivity to differ from the results as presented. Another significant simulation assumption is the sensitivity of savings deposits to fluctuations in interest rates. Income simulation results assume that changes in both savings deposit rates and balances are related to changes in short-term interest rates. The relationship between short-term interest rate changes and deposit rate and balance changes may differ from the ALCO’s estimates used in income simulation.

It should also be noted that the static balance sheet assumption does not necessarily reflect the Corporation’s expectation for future balance sheet growth, which is a function of the business environment and customer behavior.

Mortgage-backed securities and residential real estate loans involve a level of risk that unforeseen changes in prepayment speeds may cause related cash flows to vary significantly in differing rate environments.  Such changes could affect the level of reinvestment risk associated with cash flow from these instruments, as well as their market value.  Changes in prepayment speeds could also increase or decrease the amortization of premium or accretion of discounts related to such instruments, thereby affecting interest income.

The Corporation also monitors the potential change in market value of its available for sale debt securities in changing interest rate environments.  The purpose is to determine market value exposure that may not be captured by income simulation, but which might result in changes to the Corporation’s capital position.  Results are calculated using industry-standard analytical techniques and securities data.

The following table summarizes the potential change in market value of the Corporation’s available for sale debt securities of December 31, 2023 and 2022 resulting from immediate parallel rate shifts:

(Dollars in thousands)
Security TypeDown 100 Basis PointsUp 200 Basis Points
Obligations of U.S. government-sponsored enterprise securities (callable)$8,656($17,242)
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises51,000(100,072)
Trust preferred debt and other corporate debt securities3(20)
Total change in market value as of December 31, 2023$59,659($117,334)
Total change in market value as of December 31, 2022$63,712($125,079)

Impact of Inflation on Changing Prices

The Corporation’s consolidated financial statements and related notes have been prepared in accordance with GAAP, which requires the measurement of financial position and operating results in terms of historical U.S. dollars without considering changes in the relative purchasing power of money over time due to inflation.

A substantial portion of the Corporation’s assets and liabilities are monetary in nature and as a result interest rates have a more significant impact on the overall performance of the Corporation than the general levels of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as inflation. The Federal Reserve’s policy response to counter high levels of inflation has been to increase its Federal Funds target rate, which in turn resulted in higher market interest rates across the economy. While variable-rate assets would reprice upward if interest rates were to rise, interest-bearing liabilities would also reprice upward. Additionally, in a high-rate or rising rate environment, lower cost in-market deposits could continue to shift into higher cost deposit categories, which could put additional pressure on both net interest income and the net interest margin as the Corporation experienced in 2023. Recently, the Federal Reserve has paused rate

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Management's Discussion and Analysis

hikes, as the increases in the level of inflation experienced in recent years has been somewhat mitigated. If the Federal Reserve decides to reduce its Federal Funds target rate, variable-rate assets would likely reprice downward more rapidly than interest-bearing liabilities.

For additional discussion on interest due to changes in interest rates, see the caption “Asset/Liability Management and Interest Rate Risk” above.

Furthermore, a prolonged period of inflation could cause wages and other costs to increase.

LIBOR Transition

LIBOR was used extensively as a benchmark for various commercial and financial contracts, including loans, securities, funding sources, interest rate swaps and other derivatives. The ICE Benchmark Administration, the authorized and regulated administrator of LIBOR, ended publication of remaining LIBOR tenors on June 30, 2023. Financial services regulators and industry groups collaborated to develop alternate reference rate indices or reference rates, such as SOFR. SOFR is a backward-looking secured rate as opposed to a forward-looking unsecured rate.

We identified all LIBOR-related contracts and determined which ones would require language to incorporate an alternative reference rate. We ceased offering new loan contracts that referenced LIBOR, and processed modifications on loans that referenced LIBOR to transition them to a new reference rate. For derivative contracts, the International Swap Dealers Association (commonly known as "ISDA") developed fallback language for swap agreements and established a protocol to allow counterparties to modify legacy trades to include the new fallback language. In 2023, the Corporation completed the transition of all contracts (including commercial loans, loan related derivatives, cash flow hedging instruments, and junior subordinated debentures) that previously referenced LIBOR to a new reference rate, primarily SOFR.

Critical Accounting Policies and Estimates

Estimates and assumptions are necessary in the application of certain accounting policies and procedures and can be susceptible to significant change. Critical accounting policies are defined as those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the Corporation’s financial condition or results of operations.

Management considers its accounting policy relating to the ACL on loans to be a critical accounting policy.

Allowance for Credit Losses on Loans

The ACL on loans is management’s estimate of expected lifetime credit losses on loans carried at amortized cost. The ACL on loans is established through a provision for credit losses recognized in the Consolidated Statements of Income. Additionally, the ACL on loans is reduced by charge-offs on loans and increased by recoveries of amounts previously charged-off. At December 31, 2023 the ACL on loans totaled $41.1 million, compared to $38.0 million at December 31, 2022. A significant portion of our ACL is allocated to the commercial portfolio (both CRE and C&I). As of December 31, 2023 and 2022, the ACL allocated to the total commercial portfolio was $32.2 million and $28.8 million, respectively.

Management employs a process and methodology to estimate the ACL on loans that evaluates both quantitative and qualitative factors. The methodology for evaluating quantitative factors consists of two basic components. The first component involves pooling loans into portfolio segments for loans that share similar risk characteristics. The second component involves individually analyzed loans that do not share similar risk characteristics with loans that are pooled into portfolio segments.

The ACL for pooled loans is measured utilizing a DCF methodology to estimate credit losses for each pooled portfolio segment. The methodology incorporates a probability of default and loss given default framework. Loss given default is estimated based on historical credit loss experience. Probability of default is estimated using a regression model that incorporates econometric factors. Management utilizes forecasted econometric factors with a one-year reasonable and supportable forecast period and one-year straight-line reversion period in order to estimate the probability of default for each loan portfolio segment. The DCF methodology combines the probability of default, the loss given default, prepayment speeds and remaining life of the loan to estimate a reserve for each loan. The sum of all the loan level reserves are aggregated for each portfolio segment and a loss rate factor is derived. Quantitative loss factors for pooled loans are also supplemented by certain qualitative risk factors reflecting management’s view of how losses may vary from those represented by quantitative loss rates.

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Management's Discussion and Analysis

The ACL for individually analyzed loans is measured using a DCF method based upon the loan’s contractual effective interest rate, or at the loan’s observable market price, or, if the loan was collateral dependent, at the fair value of the collateral.

Because the methodology is based upon historical experience and trends, current economic data, reasonable and supportable forecasts, as well as management’s judgment, factors may arise that result in different estimations. Deteriorating conditions or assumptions could lead to further increases in the ACL on loans; conversely, improving conditions or assumptions could lead to further reductions in the ACL on loans.

In estimating the ACL on loans, management considers the sensitivity of the model and significant judgments and assumptions that could result in an amount that is materially different from management’s estimate. Given the concentration of ACL allocation to the total commercial portfolio and the significant judgments made by management in deriving the qualitative loss factors, management analyzed the impact that changes in qualitative judgments could have. The range of impact was an ACL allocated to the total commercial loan portfolio between $23.3 million and $53.3 million at December 31, 2023. The sensitivity and related range of impact is a hypothetical analysis and is not intended to represent management’s judgments or assumptions of qualitative loss factors that were utilized at December 31, 2023 in estimation of the ACL on loans recognized on the Consolidated Balance Sheet.

If the assumptions underlying the determination of the ACL prove to be incorrect, the ACL may not be sufficient to cover actual loan losses and an increase to the ACL may be necessary to allow for different assumptions or adverse developments. In addition, a problem with one or more loans could require a significant increase to the ACL.

Recently Issued Accounting Pronouncements

See Note 2 to the Consolidated Financial Statements for details of recently issued accounting pronouncements and their expected impact on the Corporation’s financial statements.

FY 2022 10-K MD&A

SEC filing source: 0000737468-23-000008.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2023-02-23. Report date: 2022-12-31.

ITEM 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following analysis is intended to provide the reader with a further understanding of the consolidated financial condition and results of operations of the Corporation for the periods shown.  For a full understanding of this analysis, it should be read in conjunction with other sections of this Annual Report on Form 10-K, including Part I, “Item 1. Business” and Part II, “Item 8. Financial Statements and Supplementary Data.”

Information pertaining to 2020 was included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, starting on page 33 under Part II, Item 7. “Management’s Discussion and Analysis of Results of Operations and Financial Condition,” which was filed with the SEC on February 24, 2022.

Overview

Washington Trust offers a full range of financial services, including commercial, residential and consumer lending, retail and commercial deposit products, and wealth management and trust services through its offices in Rhode Island, Massachusetts and Connecticut.

Our largest source of operating income is net interest income, which is the difference between interest earned on loans and securities and interest paid on deposits and borrowings.  In addition, we generate noninterest income from a number of sources, including wealth management services, mortgage banking activities and deposit services.  Our principal noninterest expenses include salaries and employee benefit costs, outsourced services provided by third-party vendors, occupancy and facility-related costs and other administrative expenses.

We continue to leverage our strong regional brand to build market share and remain steadfast in our commitment to provide superior service. We believe the key to future growth is providing customers with convenient in-person service and digital banking solutions. We recently announced that we submitted applications to establish a branch office in three northern Rhode Island locations in 2023 to further expand our branch footprint and serve the broader Rhode Island community. The three branch offices will be located in Barrington, Providence and Smithfield, Rhode Island and are subject to federal, state, local, and regulatory approvals.

Risk Management

The Corporation has a comprehensive ERM program through which the Corporation identifies, measures, monitors and controls current and emerging material risks.

The Board of Directors is responsible for oversight of the ERM program. The ERM program enables the aggregation of risk across the Corporation and ensures the Corporation has the tools, programs and processes in place to support informed decision making, to anticipate risks before they materialize and to maintain the Corporation’s risk profile consistent with its risk strategy.

The Board of Directors has approved an ERM Policy that addresses each category of risk. The risk categories include: credit risk, interest rate risk, liquidity risk, price and market risk, compliance risk, strategic and reputation risk, and operational risk. A description of each risk category is provided below.

Credit risk represents the possibility that borrowers or other counterparties may not repay loans or other contractual obligations according to their terms due to changes in the financial capacity, ability and willingness of such borrowers or counterparties to meet their obligations. In some cases, the collateral securing the payment of the loans may be sufficient to assure repayment, but in other cases the Corporation may experience significant credit losses which could have an adverse effect on its operating results. The Corporation makes various assumptions and judgments about the collectability of its loan portfolio, including the creditworthiness of its borrowers and counterparties and the value of the real estate and other assets serving as collateral for the repayment of loans. Credit risk also exists with respect to investment securities. For further discussion regarding the credit risk and the credit quality of the Corporation’s loan portfolio, see Notes 4 and 5 to the Consolidated Financial Statements. For further discussion regarding the Corporation’s securities portfolio, see Note 3 to the Consolidated Financial Statements.

Interest rate risk is the risk of loss to future earnings due to changes in interest rates. It exists because the repricing frequency and magnitude of interest-earning assets and interest-bearing liabilities are not identical. See the “Asset/Liability Management and Interest Rate Risk” section below for additional disclosure.

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Management's Discussion and Analysis

Liquidity risk is the risk that the Corporation will not have the ability to generate adequate amounts of cash in the most economical way for it to meet its maturing liability obligations and customer loan demand. For detailed disclosure regarding liquidity management, see the “Liquidity and Capital Resources” section below.

Price and market risk refers to the risk of loss arising from adverse changes in interest rates and other relevant market rates and prices, such as equity prices. Interest rate risk, discussed above, is the most significant market risk to which the Corporation is exposed. The Corporation is also exposed to financial market risk and housing market risk.

Compliance risk represents the risk of regulatory sanctions or financial loss resulting from the failure to comply with laws, rules and regulations and standards of good banking practice. Activities which may expose the Corporation to compliance risk include, but are not limited to, those dealing with the prevention of money laundering, privacy and data protection, adherence to all applicable laws and regulations and employment and tax matters.

Strategic and reputation risk represent the risk of loss due to impairment of reputation, failure to fully develop and execute business plans, and failure to assess existing and new opportunities and threats in business, markets and products.

Operational risk is the risk of loss due to human behavior, inadequate or failed internal systems and controls, and external influences such as market conditions, fraudulent activities, natural disasters and security risks.

ERM is an overarching program that includes all areas of the Corporation. A framework approach is utilized to assign responsibility and to ensure that the various business units and activities involved in the risk management life-cycle are effectively integrated. The Corporation has adopted the “three lines of defense” concept that is an industry best practice for ERM. Business units are the first line of defense in managing risk. They are responsible for identifying, measuring, monitoring, and controlling current and emerging risks. They must report on and escalate their concerns. Corporate functions such as Credit Risk Management, Financial Administration, Information Assurance and Compliance, represent the second line of defense. They are responsible for policy setting and for reviewing and challenging the risk management activities of the business units. They collaborate closely with business units on planning and resource allocation with respect to risk management. Internal Audit is a third line of defense. They provide independent assurance to the Board of Directors of the effectiveness of the first and second lines in fulfilling their risk management responsibilities.

For additional factors that could adversely impact Washington Trust’s future results of operations and financial condition, see the section labeled “Risk Factors” in Item 1A of this Annual Report on Form 10-K.

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Management's Discussion and Analysis

Results of Operations

The following table presents a summarized consolidated statement of operations:

(Dollars in thousands)Change
Years Ended December 31,20222021$%
Net interest income$155,990$141,435$14,55510%
Noninterest income62,60287,394(24,792)(28)
Total revenues218,592228,829(10,237)(4)
Provision for credit losses(1,300)(4,822)3,52273
Noninterest expense128,722135,464(6,742)(5)
Income before income taxes91,17098,187(7,017)(7)
Income tax expense19,48921,317(1,828)(9)
Net income$71,681$76,870($5,189)(7%)

The following table presents a summary of performance metrics and ratios:

Years Ended December 31,20222021
Diluted earnings per common share$4.11$4.39
Return on average assets (net income divided by average assets)1.17%1.32%
Return on average equity (net income available for common shareholders divided by average equity)14.49%14.03%
Net interest income as a percentage of total revenues71%62%
Noninterest income as a percentage of total revenues29%38%

Net income totaled $71.7 million in 2022, down by 7% from the $76.9 million reported in 2021.

In 2022, growth in net interest income was driven by higher yields on, and growth in, average interest-earning assets, partially offset by a higher cost of funds. The decline in noninterest income largely reflected lower mortgage banking revenues resulting from an overall reduction in mortgage origination and sales activity due to higher market interest rates and changes in the housing markets. Results also benefited from continued strength in asset and credit quality metrics and the recognition of a negative provision for credit losses. The decrease in noninterest expenses largely reflected declines in debt prepayment penalties and volume-related mortgage originator compensation expense.

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Management's Discussion and Analysis

Average Balances/Net Interest Margin - Fully Taxable Equivalent Basis

The following table presents average balance and interest rate information.  Tax-exempt income is converted to an FTE basis using the statutory federal income tax rate adjusted for applicable state income taxes net of the related federal tax benefit. Unrealized gains (losses) on available for sale securities and changes in fair value on mortgage loans held for sale are excluded from the average balance and yield calculations. Nonaccrual loans, as well as interest recognized on these loans, are included in amounts presented for loans.

Years ended December 31,20222021Change
(Dollars in thousands)Average BalanceInterestYield/ RateAverage BalanceInterestYield/ RateAverage BalanceInterestYield/ Rate
Assets:
Cash, federal funds sold and short-term investments$119,932$1,6241.35%$167,898$1810.11%($47,966)$1,4431.24%
Mortgage loans held for sale29,5391,1653.9452,5801,5312.91(23,041)(366)1.03
Taxable debt securities1,121,41321,8271.951,013,44514,2951.41107,9687,5320.54
FHLB stock20,7215482.6421,4224362.04(701)1120.60
Commercial real estate1,679,30065,6603.911,643,10749,5513.0236,19316,1090.89
Commercial & industrial632,93828,0994.44752,93430,8244.09(119,996)(2,725)0.35
Total commercial2,312,23893,7594.052,396,04180,3753.35(83,803)13,3840.70
Residential real estate1,960,62965,8663.361,571,45952,8843.37389,17012,982(0.01)
Home equity263,57810,1393.85254,2898,2123.239,2891,9270.62
Other15,7997244.5819,7659664.89(3,966)(242)(0.31)
Total consumer279,37710,8633.89274,0549,1783.355,3231,6850.54
Total loans4,552,244170,4883.754,241,554142,4373.36310,69028,0510.39
Total interest-earning assets5,843,849195,6523.355,496,899158,8802.89346,95036,7720.46
Noninterest-earning assets258,906341,067(82,161)
Total assets$6,102,755$5,837,966$264,789
Liabilities and Shareholders’ Equity:
Interest-bearing demand deposits (in-market)$263,154$2,8911.10%$202,929$2590.13%$60,225$2,6320.97%
NOW accounts864,0848620.10765,5844910.0698,5003710.04
Money market accounts1,198,7148,9540.75984,2782,4130.25214,4366,5410.50
Savings accounts574,3494730.08521,1432820.0553,2061910.03
Time deposits (in-market)799,6458,6301.08702,3037,7491.1097,342881(0.02)
Interest-bearing in-market deposits3,699,94621,8100.593,176,23711,1940.35523,70910,6160.24
Wholesale brokered demand deposits20,6964942.3920,6964942.39
Wholesale brokered time deposits386,1703,7190.96644,1511,1960.19(257,981)2,5230.77
Wholesale brokered deposits406,8664,2131.04644,1511,1960.19(237,285)3,0170.85
Total interest-bearing deposits4,106,81226,0230.633,820,38812,3900.32286,42413,6330.31
FHLB advances414,26311,7132.83370,8813,8001.0243,3827,9131.81
Junior subordinated debentures22,6817393.2622,6813701.633691.63
Total interest-bearing liabilities4,543,75638,4750.854,213,95016,5600.39329,80621,9150.46
Noninterest-bearing demand deposits923,423934,626(11,203)
Other liabilities142,324143,197(873)
Shareholders’ equity493,252546,193(52,941)
Total liabilities and shareholders’ equity$6,102,755$5,837,966$264,789
Net interest income (FTE)$157,177$142,320$14,857
Interest rate spread2.50%2.50%%
Net interest margin2.69%2.59%0.10%

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Management's Discussion and Analysis

Interest income amounts presented in the preceding table include the following adjustments for taxable equivalency:

(Dollars in thousands)
Years ended December 31,20222021Change
Commercial loans$1,187$885$302

Net Interest Income

Net interest income, the primary source of our operating income, totaled $156.0 million and $141.4 million, respectively, for 2022 and 2021. Net interest income is affected by the level of and changes in interest rates, and changes in the amount and composition of interest-earning assets and interest-bearing liabilities.  Prepayment penalty income associated with loan payoffs is included in net interest income.

The following discussion presents net interest income on an FTE basis by adjusting income and yields on tax-exempt loans and securities to be comparable to taxable loans and securities.

The analysis of net interest income, NIM and the yield on loans may be impacted by the periodic recognition of prepayment penalty fee income associated with commercial loan payoffs. Prepayment penalty fee income amounted to $183 thousand (or 0 basis points benefit to NIM) and $3.2 million (or 6 basis points benefit to NIM), respectively, in 2022 and 2021.

The analysis of net interest income, NIM and the yield on loans is also impacted by changes in the level of net amortization of premiums and discounts on securities and loans, which is included in interest income. Changes in market interest rates affect the level of loan prepayments and the receipt of payments on mortgage-backed securities. Prepayment speeds generally decrease as market interest rates rise and increase as market interest rates decline. Changes in prepayment speeds could increase or decrease the level of net amortization of premiums and discounts, thereby affecting interest income. Additionally, as PPP loans were forgiven by the SBA, related unamortized net fee balances were accelerated and amortized, increasing net interest income. As noted in the Consolidated Statements of Cash Flows, net amortization of premiums and discounts on securities and loans (a net reduction to net interest income) amounted to $2.9 million in 2022, compared to $3.4 million in 2021.

Accelerated amortization of net deferred fee balances on PPP loans forgiven by the SBA amounted to $1.2 million (or 2 basis points benefit to NIM) and $5.4 million (or 10 basis points benefit to NIM), respectively, in 2022 and 2021.

FTE net interest income in 2022 amounted to $157.2 million, up by $14.9 million, or 10%, from 2021. Growth in average interest-earning assets, net of increased average interest-bearing liability balances, contributed $7.8 million of net interest income in 2022. Increases in asset yields outpaced increases in funding costs, contributing $7.1 million of net interest income. See additional discussion regarding interest rate sensitivity under the caption “Asset/Liability Management and Interest Rate Risk.”

NIM was 2.69% in 2022, up by 10 basis points from 2.59% in 2021. It included accelerated amortization of net deferred fee balances on PPP loans that were forgiven by the SBA and loan prepayment fees. Excluding the impact of both these items, NIM amounted to 2.67% in 2022, compared to 2.43% in 2021. NIM benefited from higher market interest rates in 2022.

Total average securities for 2022 increased by $108.0 million, or 11%, from the average balance for 2021, reflecting purchases of debt securities. The FTE rate of return on securities was 1.95% in 2022, up by 54 basis points from 1.41% in 2021, reflecting the impact of higher market interest rates in 2022.

Total average loan balances increased by $310.7 million, or 7%, from the average balance for 2021. This reflected growth in average residential real estate loan balances, partially offset by a decline in average commercial and industrial loans due to PPP loans that were forgiven by the SBA. The yield on total loans in 2022 was 3.75%, up by 39 basis points from 3.36% in 2021. The yield on total loans was impacted by accelerated amortization of net deferred fee balances on PPP loans when such loans were forgiven by the SBA, as well as the periodic recognition of loan prepayment fees. Excluding the impact of these items for both periods, the yield on total loans amounted to 3.71% in 2022, up by 55 basis points, from 3.16% in 2021, reflecting higher market interest rates.

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Management's Discussion and Analysis

The average balance of FHLB advances for 2022 increased by $43.4 million, or 12%, compared to the average balance for 2021. The average rate paid on such advances in 2022 was 2.83%, up 181 basis points from 1.02% in 2021, reflecting increases in market interest rates.

Included in total average interest-bearing deposits were wholesale brokered deposits, which decreased by $237.3 million, or 37%, from 2021. The average rate paid on wholesale brokered deposits in 2022 was 1.04%, up by 85 basis points from 0.19% in 2021, reflecting increases in market interest rates.

Average in-market interest-bearing deposits, which excludes wholesale brokered deposits, increased by $523.7 million, or 16%, from the average balance in 2021, reflecting growth across all deposit categories. The average rate paid on in-market interest-bearing deposits in 2022 was 0.59%, up by 24 basis points from 0.35% in 2021, reflecting recent increases in market interest rates.

The average balance of noninterest-bearing demand deposits for 2022 decreased by $11.2 million, or 1%, from the average balance for 2021.

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Management's Discussion and Analysis

Volume/Rate Analysis - Interest Income and Expense (FTE Basis)

The following table presents certain information on an FTE basis regarding changes in our interest income and interest expense for the period indicated.  The net change attributable to both volume and rate has been allocated proportionately.

(Dollars in thousands)Changes Due To
Years Ended December 31, 2022 vs. 2021VolumeRateNet Change
Interest on interest-earning assets:
Cash, federal funds sold and short-term investments($67)$1,510$1,443
Mortgage loans held for sale(802)436(366)
Taxable debt securities1,6395,8937,532
FHLB stock(15)127112
Commercial real estate1,12014,98916,109
Commercial & industrial(5,202)2,477(2,725)
Total commercial(4,082)17,46613,384
Residential real estate13,139(157)12,982
Home equity3081,6191,927
Other(184)(58)(242)
Total consumer1241,5611,685
Total loans9,18118,87028,051
Total interest income9,93626,83636,772
Interest on interest-bearing liabilities:
Interest-bearing demand deposits1012,5312,632
NOW accounts60311371
Money market accounts6435,8986,541
Savings accounts28163191
Time deposits (in-market)1,027(146)881
Interest-bearing in-market deposits1,8598,75710,616
Wholesale brokered demand deposits494494
Wholesale brokered time deposits(665)3,1882,523
Wholesale brokered deposits(171)3,1883,017
Total interest-bearing deposits1,68811,94513,633
FHLB advances4897,4247,913
Junior subordinated debentures369369
Total interest expense2,17719,73821,915
Net interest income FTE$7,759$7,098$14,857

Provision for Credit Losses

The provision for credit losses results from management’s review of the adequacy of the ACL. The ACL is management’s estimate, at the reporting date, of expected lifetime credit losses and includes consideration of current forecasted economic conditions. Estimating an appropriate level of ACL necessarily involves a high degree of judgment.

A negative provision for credit losses (or a benefit) of $1.3 million was recognized in earnings in 2022 compared to a negative provision for credit losses (or a benefit) of $4.8 million in 2021. The negative provision recognized in 2022 was reflective of low loss rates and continued strength in asset and credit quality metrics that more than offset negative trends in macroeconomic forecasts and loan growth that was concentrated in residential real estate loans. The negative provision in 2021 reflected an improvement in forecasted economic conditions following higher credit loss provisioning in 2020, which was attributable to the emergence of the COVID-19 pandemic.

Net recoveries totaled $368 thousand, or 0.01% of average loans, in 2022, compared to net charge-offs of $417 thousand, or 0.01% of average loans, in 2021.

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Management's Discussion and Analysis

The ACL on loans was $38.0 million, or 0.74% of total loans, at December 31, 2022, compared to $39.1 million, or 0.91% of total loans, at December 31, 2021. See additional discussion under the caption “Asset Quality” for further information on the ACL on loans.

Noninterest Income

Noninterest income is an important source of revenue for Washington Trust.  The principal categories of noninterest income are shown in the following table:

(Dollars in thousands)Change
Years Ended December 31,20222021$%
Noninterest income:
Wealth management revenues$38,746$41,282($2,536)(6%)
Mortgage banking revenues8,73328,626(19,893)(69)
Card interchange fees4,9964,996
Service charges on deposit accounts3,1922,68350919
Loan related derivative income2,7564,342(1,586)(37)
Income from bank-owned life insurance2,5912,925(334)(11)
Other income1,5882,540(952)(37)
Total noninterest income$62,602$87,394($24,792)(28%)

Noninterest Income Analysis

Revenue from wealth management services represented 62% of total noninterest income in 2022, compared to 47% in 2021. A substantial portion of wealth management revenues is dependent on the value of wealth management AUA and is closely tied to the performance of the financial markets. This portion of wealth management revenues is referred to as “asset-based” and includes trust and investment management fees. Wealth management revenues also include “transaction-based” revenues, such as commissions and other service fees that are not primarily derived from the value of assets.

The categories of wealth management revenues are shown in the following table:

(Dollars in thousands)Change
Years Ended December 31,20222021$%
Wealth management revenues:
Asset-based revenues$37,602$40,215($2,613)(6%)
Transaction-based revenues1,1441,067777
Total wealth management revenues$38,746$41,282($2,536)(6%)

Wealth management revenues for 2022 decreased by $2.5 million, or 6%, from 2021, reflecting a decrease in asset-based revenues. The change in asset-based revenues correlated with the decrease in average AUA balances in 2022. The average balance of AUA in 2022 decreased by 6% from the average balance in 2021.

The following table presents the changes in wealth management AUA balances:

(Dollars in thousands)20222021
Wealth management AUA:
Balance at the beginning of period$7,784,211$6,866,737
Net investment (depreciation) appreciation & income(1,132,378)931,302
Net client asset outflows(689,843)(13,828)
Balance at the end of period$5,961,990$7,784,211

The end of period AUA balance amounted to $6.0 billion at December 31, 2022, down by $1.8 billion, or 23%, from

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Management's Discussion and Analysis

December 31, 2021. This decline was attributable to net investment depreciation as a result of declines in the financial markets and also reflected elevated net client asset outflows.

At the end of the third quarter of 2022, four client-facing wealth management advisors at WTA, our registered investment adviser subsidiary, resigned. These four employees were associated with approximately $1.0 billion of AUA as of September 30, 2022. In the fourth quarter of 2022, client asset withdrawals associated with the departure of the advisors amounted to $604 million, which reduced wealth management revenues by approximately $525 thousand in the fourth quarter. Since the end of 2022 and through February 14, 2023, we have been notified of additional client withdrawals of approximately $76 million. Based on the cumulative withdrawals through February 14, 2023, we estimate a decline in 2023 wealth management revenues of approximately $3.4 million associated with these withdrawals. Washington Trust could experience additional client asset withdrawals in upcoming months associated with the departure of the former advisors. While there are cost savings in salaries and employee benefits expense associated with the departure of these advisors, they currently are being offset by a higher level of legal expenses also associated with this matter.

Mortgage banking revenues represented 14% of total noninterest income in 2022, compared to 33% for 2021. These revenues are dependent on mortgage origination volume and are sensitive to interest rates and the condition of housing markets. The composition of mortgage banking revenues and the volume of loans sold to the secondary market are shown in the following table:

(Dollars in thousands)Change
Years Ended December 31,20222021$%
Mortgage banking revenues:
Realized gains on loan sales, net (1)$7,954$33,752($25,798)(76%)
Changes in fair value, net (2)(1,224)(5,558)4,33478
Loan servicing fee income, net (3)2,0034321,571364
Total mortgage banking revenues$8,733$28,626($19,893)(69%)
Loans sold to the secondary market (4)$339,748$953,436($613,688)(64%)

(1)Includes gains on loan sales, commission income on loans originated for others, servicing right gains, and gains (losses) on forward loan commitments.

(2)Represents fair value changes on mortgage loans held for sale and forward loan commitments.

(3)Represents loan servicing fee income, net of servicing right amortization and valuation adjustments.

(4)Includes brokered loans (loans originated for others).

Mortgage banking revenues in 2022 decreased by $19.9 million, or 69%, from 2021. The decline in mortgage banking revenues was mainly attributable to a decline in sales volume and a reduction in the sales yield. Mortgage loans sold to the secondary market totaled $339.7 million in 2022 compared to $953.4 million in 2021, reflecting an overall reduction of mortgage origination and sales activity, as well as a shift to a higher proportion of loans originated for portfolio in 2022. The reduction of mortgage origination and sales activity was driven by increases in market interest rates and changes in the housing markets. Mortgage banking revenues were also impacted by changes in the fair value of mortgage loans held for sale and forward loan commitments, which are primarily based on current market prices in the secondary market and correlate to changes in the size of the mortgage pipeline. In addition, the decline in mortgage banking revenues was partially offset by higher net loan servicing fee income associated with loans sold with servicing retained. The increase in net loan servicing fee income was largely due to lower amortization of servicing rights, reflecting lower prepayment speeds on the serviced mortgage portfolio.

Loan related derivative income decreased by $1.6 million, or 37%, from 2021, largely reflecting a decrease in commercial borrower interest rate derivative transactions.

Other income decreased by $952 thousand, or 37%, from 2021, largely due to $1.0 million of income associated with a litigation settlement that was recognized in 2021.

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Management's Discussion and Analysis

Noninterest Expense

The following table presents noninterest expense comparisons:

(Dollars in thousands)Change
Years Ended December 31,20222021$%
Noninterest expense:
Salaries and employee benefits$83,804$87,295($3,491)(4%)
Outsourced services13,73713,2964413
Net occupancy9,1268,4496778
Equipment3,7973,905(108)(3)
Legal, audit and professional fees3,1272,8592689
FDIC deposit insurance costs1,6871,592956
Advertising and promotion2,5871,84374440
Amortization of intangibles860890(30)(3)
Debt prepayment penalties6,930(6,930)(100)
Other9,9978,4051,59219
Total noninterest expense$128,722$135,464($6,742)(5%)

Noninterest Expense Analysis

Salaries and employee benefits expense, the largest component of noninterest expense, for 2022 decreased by $3.5 million, or 4%, from 2021, largely reflecting volume-related decreases in mortgage originator compensation expense, lower performance-based compensation costs and lower wealth management compensation expense, partially offset by annual merit increases and higher staffing levels.

Debt prepayment penalty expense amounted to $6.9 million in 2021, due to the prepayment of higher-yielding FHLB advances. There were no such debt prepayments in 2022.

Other expenses for 2022 increased by $1.6 million, or 19% from 2021. Included in other expenses in 2022 was a contribution totaling $600 thousand that Washington Trust made to its charitable foundation. There was no such contribution expense in 2021. Excluding the impact of this item, other expenses was up by $1.0 million, or 12%, from 2021, reflecting increases across a variety of other noninterest expense categories.

Income Taxes

The following table presents the Corporation’s income tax expense and effective tax rate for the periods indicated:

(Dollars in thousands)
Years ended December 31,20222021
Income tax expense$19,489$21,317
Effective income tax rate21.4%21.7%

The effective tax rates differed from the federal rate of 21%, primarily due to state income tax expense, partially offset by the benefits of tax-exempt income, income from BOLI, federal tax credits and the recognition of excess tax expense or benefits associated with the settlement of share-based awards.

The Corporation’s net deferred tax assets amounted to $56.4 million at December 31, 2022, compared to $14.0 million at December 31, 2021. The Corporation has determined that a valuation allowance is not required for any of the deferred tax assets since it is more-likely-than-not that these assets will be realized primarily through future reversals of existing taxable temporary differences or by offsetting projected future taxable income. Net deferred tax assets increased in 2022, largely reflecting increases in deferred tax assets associated with the declines in fair value of securities available for sale and cash flow hedges that were primarily attributable to relative changes in market interest rates.

See Note 11 to the Consolidated Financial Statements for additional information regarding income taxes.

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Management's Discussion and Analysis

Segment Reporting

The Corporation manages its operations through two reportable business segments, consisting of Commercial Banking and Wealth Management Services. See Note 18 to the Consolidated Financial Statements for additional disclosure related to business segments.

Commercial Banking

The following table presents a summarized statement of operations for the Commercial Banking business segment:

(Dollars in thousands)Change
Years Ended December 31,20222021$%
Net interest income$156,040$141,493$14,54710%
Provision for credit losses(1,300)(4,822)3,522(73)
Net interest income after provision for credit losses157,340146,31511,0258
Noninterest income23,08844,748(21,660)(48)
Noninterest expense96,973103,856(6,883)(7)
Income before income taxes83,45587,207(3,752)(4)
Income tax expense17,55718,575(1,018)(5)
Net income$65,898$68,632($2,734)(4%)

Net interest income for the Commercial Banking segment increased by $14.5 million, or 10%, from 2021. Growth in net interest income was largely driven by higher yields on, and growth in, average interest-earning assets, partially offset by a higher cost of funds. These increases were partially offset by lower levels of accelerated amortization of net deferred fee balances on PPP loans forgiven by the SBA and prepayment penalty fee income associated with loans payoffs.

A negative provision for credit losses (or a benefit) of $1.3 million was recognized in earnings in 2022, compared to a negative provision for credit losses (or a benefit) of $4.8 million in 2021. See additional discussion under the caption “Provision for Credit Losses.”

Noninterest income derived from the Commercial Banking segment decreased by $21.7 million, or 48%, from 2021, largely reflecting lower mortgage banking revenues and lower loan related derivative income. See additional discussion under the caption “Noninterest Income” above.

Commercial Banking noninterest expenses were down by $6.9 million, or 7%, from 2021. This reflected decreases in debt prepayment penalty expense and salaries and employee benefits, partially offset by increases in outsourced services, advertising and promotion and other expenses. See additional disclosure under the caption “Noninterest Expense” above.

Wealth Management Services

The following table presents a summarized statement of operations for the Wealth Management Services business segment:

(Dollars in thousands)Change
Years Ended December 31,20222021$%
Net interest expense($50)($58)$8(14%)
Noninterest income39,51442,646(3,132)(7)
Noninterest expense31,74931,608141
Income before income taxes7,71510,980(3,265)(30)
Income tax expense1,9322,742(810)(30)
Net income$5,783$8,238($2,455)(30%)

Noninterest income for the Wealth Management Services segment decreased by $3.1 million, or 7%, compared to 2021, due to a decrease in asset-based revenues. The decline in revenues in 2022 also included income of $1.0 million associated with a

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Management's Discussion and Analysis

litigation settlement that was recognized in 2021. See further discussion of wealth management revenues under the caption “Noninterest Income” above.

Noninterest expenses for the Wealth Management Services segment increased by $141 thousand, or 0.4%, compared to 2021. Increases in legal, audit and professional fees and other expense were largely offset by a decrease in salaries and employee benefits expense. See additional discussion under the caption “Noninterest Expense” above.

Financial Condition

Summary

The following table presents selected financial condition data:

(Dollars in thousands)Change
December 31,20222021$%
Cash and due from banks$115,492$175,259($59,767)(34%)
Total securities993,9281,042,859(48,931)(5)
Total loans5,110,1394,272,925837,21420
Allowance for credit losses on loans38,02739,088(1,061)(3)
Total assets6,660,0515,851,127808,92414
Total deposits5,018,9624,980,05138,9111
FHLB advances980,000145,000835,000576
Total shareholders’ equity453,669564,808(111,139)(20)

Total assets amounted to $6.7 billion at December 31, 2022, up by $808.9 million, or 14%, from the end of 2021 due to loan growth.

Cash and due from banks declined by $59.8 million, or 34%, from the end of 2021, reflecting lower cash balances on deposit at correspondent banks and a reduction in cash collateral pledged to derivative counterparties. See Note 9 to the Consolidated Financial Statements for additional disclosure regarding derivative financial instruments.

The securities portfolio decreased by $48.9 million, or 5%, from the end of 2021. A decline in the fair value of available for sale securities primarily attributable to changes in interest rates and routine pay-downs on mortgage-backed securities were partially offset by purchases of debt securities.

Total loans increased by $837.2 million, or 20%, from the balance at December 31, 2021, led by growth in the residential real estate portfolio.

Total deposits increased by $38.9 million, or 1%, from the end of 2021 with growth in in-market deposits, partially offset by a decrease in wholesale brokered deposits. FHLB advances increased by $835.0 million, or 576%, from December 31, 2021, as higher levels of wholesale funding were utilized to fund balance sheet growth.

Shareholders’ equity amounted to $453.7 million at December 31, 2022, down by $111.1 million, or 20%, from the balance at December 31, 2021, largely reflecting a decline in the AOCL component of shareholders’ equity due decreases in the fair value of available for sale debt securities and cash flow hedges that were primarily attributable to changes in market interest rates.

Securities

Investment security activity is monitored by the Investment Committee, the members of which also sit on the ALCO.  Asset and liability management objectives are the primary influence on the Corporation’s investment activities.  However, the Corporation also recognizes that there are certain specific risks inherent in investment activities.  The securities portfolio is managed in accordance with regulatory guidelines and established internal corporate investment policies that provide limitations on specific risk factors such as market risk, credit risk and concentration, liquidity risk and operational risk to help monitor risks associated with investing in securities.  Reports on the activities conducted by the Investment Committee and the ALCO are presented to the Board of Directors on a regular basis.

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Management's Discussion and Analysis

The Corporation’s securities portfolio is managed to generate interest income, to implement interest rate risk management strategies, and to provide a readily available source of liquidity for balance sheet management. Securities are designated as either available for sale, held to maturity or trading at the time of purchase. The Corporation does not maintain a portfolio of trading securities and does not have securities designated as held to maturity. Securities available for sale may be sold in response to changes in market conditions, prepayment risk, rate fluctuations, liquidity, or capital requirements. Debt securities available for sale are reported at fair value, with any unrealized gains and losses excluded from earnings and reported as a separate component of shareholders’ equity, net of tax, until realized.

Determination of Fair Value

The Corporation uses an independent pricing service to obtain quoted prices. The prices provided by the independent pricing service are generally based on observable market data in active markets. The determination of whether markets are active or inactive is based upon the level of trading activity for a particular security class. Management reviews the independent pricing service’s documentation to gain an understanding of the appropriateness of the pricing methodologies. Management also reviews the prices provided by the independent pricing service for reasonableness based upon current trading levels for similar securities. If the prices appear unusual, they are re-examined and the value is either confirmed or revised. In addition, management periodically performs independent price tests of securities to ensure proper valuation and to verify our understanding of how securities are priced. As of December 31, 2022 and 2021, management did not make any adjustments to the prices provided by the pricing service.

Our fair value measurements generally utilize Level 2 inputs, representing quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, and model-derived valuations in which all significant input assumptions are observable in active markets.

See Notes 3 and 10 to the Consolidated Financial Statements for additional information regarding the determination of fair value of investment securities.

Securities Portfolio

The carrying amounts of securities held are as follows:

(Dollars in thousands)
December 31,20222021
Amount%Amount%
Available for Sale Debt Securities:
Obligations of U.S. government-sponsored enterprises$199,58220%$196,45419%
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises774,10278824,96279
Individual name issuer trust preferred debt securities8,76019,1381
Corporate bonds11,484112,3051
Total available for sale debt securities$993,928100%$1,042,859100%

The securities portfolio represented 15% of total assets at December 31, 2022, compared to 18% of total assets at December 31, 2021. The largest component of the securities portfolio is mortgage-backed securities, all of which are issued by U.S. government agencies or U.S. government-sponsored enterprises.

The securities portfolio decreased by $48.9 million, or 5%, from the end of 2021. This included a decline of $163.5 million (pretax) in the fair value of available for sale securities and $116.1 million of routine pay-downs on mortgage-backed securities. These were partially offset by purchases of U.S. government agency and U.S. government-sponsored debt securities, including mortgage-backed securities, totaling $234.1 million, with a weighted average yield of 3.58%.

As of December 31, 2022, the carrying amount of available for sale debt securities included net unrealized losses of $172.4 million, compared to net unrealized losses of $8.9 million as of December 31, 2021. The decline in fair value of available for sale debt securities from the end of 2021 was primarily concentrated in obligations of U.S. government agencies and U.S. government-sponsored enterprises, including mortgage-backed securities, and primarily attributable to relative

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Management's Discussion and Analysis

changes in market interest rates since the time of purchase. See Note 3 to the Consolidated Financial Statements for additional information.

Federal Home Loan Bank Stock

The Bank is a member of the FHLB, which is a cooperative that provides services to its member banking institutions. The primary reason for the Bank’s membership is to gain access to a reliable source of wholesale funding in order to manage interest rate risk. The purchase of FHLB stock is a requirement for a member to gain access to funding. The Bank purchases FHLB stock in proportion to the volume of funding received and views the purchases as a necessary long-term investment for the purposes of balance sheet liquidity and not for investment return. The Bank’s investment in FHLB stock totaled $43.5 million at December 31, 2022, compared to $13.0 million at December 31, 2021. See Note 1 to the Consolidated Financial Statements for additional information.

Loans

Total loans amounted to $5.1 billion at December 31, 2022, up by $837.2 million, or 20%, from the end of 2021, led by growth in the residential real estate portfolio.

The following table sets forth the composition of the Corporation’s loan portfolio:

(Dollars in thousands)
December 31,20222021
Amount%Amount%
Commercial:
Commercial real estate (1)$1,829,30436%$1,639,06238%
Commercial & industrial (2)656,39713641,55515
Total commercial2,485,701492,280,61753
Residential real estate:
Residential real estate (3)2,323,002451,726,97540
Consumer:
Home equity285,7156247,6976
Other (4)15,72117,6361
Total consumer301,4366265,3337
Total loans$5,110,139100%$4,272,925100%

(1)CRE consists of commercial mortgages primarily secured by income-producing property, as well as construction and development loans. Construction and development loans are made to businesses for land development or the on-site construction of industrial, commercial, or residential buildings.

(2)C&I consists of loans to businesses and individuals, a portion of which are fully or partially collateralized by real estate. C&I also includes $1.1 million and $38.0 million, respectively, of PPP loans as of December 31, 2022 and 2021.

(3)Residential real estate consists of mortgage and homeowner construction loans secured by one- to four-family residential properties.

(4)Other consists of loans to individuals secured by general aviation aircraft and other personal installment loans.

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Management's Discussion and Analysis

An analysis of the maturity and interest rate sensitivity of the Corporation’s loan portfolio as of December 31, 2022 follows:

(Dollars in thousands)CommercialConsumer
CRE (1)C&ITotal CommercialResidential Real Estate (2)Home EquityOtherTotal ConsumerTotal
Amounts due in:
One year or less$237,351$118,988$356,339$57,488$3,025$4,036$7,061$420,888
After one year to five years867,955359,5271,227,482251,48110,8065,56016,3661,495,329
After five years to fifteen years723,998177,882901,880746,49621,2754,69625,9711,674,347
After fifteen years1,267,537250,6091,429252,0381,519,575
Total$1,829,304$656,397$2,485,701$2,323,002$285,715$15,721$301,436$5,110,139
Interest rate terms on amounts due after one year:
Predetermined rates$412,404$156,289$568,693$1,207,513$37,336$10,256$47,592$1,823,798
Variable or adjustable rates1,179,549381,1201,560,6691,058,001245,3541,429246,7832,865,453

(1)Includes construction and development loans that will convert to repayment terms following the construction period and will be reclassified to either the CRE or C&I category.

(2)Includes homeowner construction loans. Maturities of homeowner construction loans are included based on their contractual conventional mortgage repayment terms following the completion of construction.

Generally, the actual maturity of loans is substantially shorter than their contractual maturity due to prepayments and, in the case of loans secured by real estate, due to payoff of loans upon the sale of the property by the borrower. The average life of loans secured by real estate tends to increase when market loan rates are higher than rates on existing portfolio loans and, conversely, tends to decrease when rates on existing portfolio loans are higher than market loan rates. Under the latter scenario, the average yield on portfolio loans tends to decrease as higher yielding loans are repaid or refinanced at lower rates. Due to the fact that the Bank may, consistent with industry practice, renew a significant portion of commercial loans at or immediately prior to their maturity by renewing the loans on substantially similar or revised terms, the principal repayments actually received by the Bank are anticipated to be significantly less than the amounts contractually due in any particular period. In other circumstances, a loan, or a portion of a loan, may not be repaid due to the borrower’s inability to satisfy the contractual terms of the loan.

Commercial Loans

The commercial loan portfolio represented 49% of total loans at December 31, 2022.

In making commercial loans, we may occasionally solicit the participation of other banks. The Bank also participates in commercial loans originated by other banks. In such cases, these loans are individually underwritten by us using standards similar to those employed for our self-originated loans. Our participation in commercial loans originated by other banks amounted to $510.6 million and $451.6 million, respectively, at December 31, 2022 and 2021. Our participation in commercial loans originated by other banks also includes shared national credits.

Commercial loans fall into two main categories, CRE and C&I loans. CRE loans consist of commercial mortgages secured by real property where the primary source of repayment is derived from rental income associated with the property or the proceeds of the sale, refinancing or permanent financing of the property. CRE loans also include construction loans made to businesses for land development or the on-site construction of industrial, commercial, or residential buildings. C&I loans primarily provide working capital, equipment financing and financing for other business-related purposes. C&I loans are frequently collateralized by equipment, inventory, accounts receivable, and/or general business assets.  A portion of the Bank’s C&I loans is also collateralized by real estate.  C&I loans also include PPP loans that are fully guaranteed by the U.S. government, tax-exempt loans made to states and political subdivisions, as well as industrial development or revenue bonds issued through quasi-public corporations for the benefit of a private or non-profit entity where that entity rather than the governmental entity is obligated to pay the debt service.

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Management's Discussion and Analysis

Commercial Real Estate Loans

CRE loans totaled $1.8 billion at December 31, 2022, up by $190.2 million, or 12%, from the balance at December 31, 2021. In 2022, CRE loan originations and advances totaled approximately $569 million, partially offset by principal payments of approximately $379 million.

Included in the CRE loan portfolio were construction and development loans of $164.1 million and $122.4 million, respectively, as of December 31, 2022 and 2021.

Shared national credit balances outstanding included in the CRE loan portfolio totaled $10.5 million and $3.5 million, respectively, at December 31, 2022 and 2021. The balance was included in the pass-rated category of commercial loan credit quality and current with respect to contractual payment terms at both December 31, 2022 and 2021.

The following table presents a geographic summary of CRE loans by property location:

(Dollars in thousands)December 31, 2022December 31, 2021
Outstanding Balance% of TotalOutstanding Balance% of Total
Connecticut$691,78038%$643,18239%
Massachusetts566,71731464,01828
Rhode Island387,75921408,49625
Subtotal1,646,256901,515,69692
All other states183,04810123,3668
Total$1,829,304100%$1,639,062100%

The following table presents a summary of CRE loans by property type segmentation:

(Dollars in thousands)December 31, 2022December 31, 2021
CountOutstanding Balance% of TotalCountOutstanding Balance% of Total
CRE Portfolio Segmentation:
Multi-family dwelling127$469,23326%127$474,22929%
Retail108421,61723121389,48724
Office53257,5511457216,60213
Hospitality33214,8291231184,99011
Industrial and warehouse42192,7171135137,2548
Healthcare17136,225713128,1898
Commercial mixed use2154,97632038,9782
Other3482,15643669,3335
Total CRE loans435$1,829,304100%440$1,639,062100%
Average CRE loan size$4,205$3,725
Largest individual CRE loan outstanding$65,431$39,945

Commercial and Industrial Loans

C&I loans amounted to $656.4 million at December 31, 2022, up by $14.8 million, or 2%, from the balance at December 31, 2021. This included a net reduction of PPP loans of $36.9 million, reflecting loans forgiven by the SBA. Excluding PPP loans, C&I loans increased by $51.7 million in 2022, as loan originations and advances of approximately $142 million were offset by principal payments of approximately $90 million.

Included in C&I loans were PPP loans of $1.1 million and $38.0 million, respectively, as of December 31, 2022 and 2021.

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Management's Discussion and Analysis

Shared national credit balances outstanding included in the C&I loan portfolio totaled $40.9 million and $40.8 million, respectively, at December 31, 2022 and 2021. All of these loans were included in the pass-rated category of commercial loan credit quality and were current with respect to contractual payment terms at both December 31, 2022 and 2021.

The following table presents a summary of C&I loan by industry segmentation:

(Dollars in thousands)December 31, 2022December 31, 2021
CountOutstanding Balance% of TotalCountOutstanding Balance% of Total
C&I Portfolio Segmentation:
Healthcare and social assistance69$193,05229%101$174,37627%
Owner occupied and other real estate16872,4291118572,95711
Manufacturing5560,60196555,3419
Retail5056,01297947,2907
Transportation and warehousing2051,34783135,0645
Educational services1946,70872852,2118
Finance and insurance5528,31345931,2795
Entertainment and recreation2425,64643732,0875
Information523,94841425,0454
Accommodation and food services4917,167311428,3204
Professional, scientific and technical376,4511698,9121
Public administration113,7891165,4411
Other16270,9341028173,23213
Total C&I loans724$656,397100%1,079$641,555100%
Average C&I loan size$907$595
Largest individual C&I loan outstanding$27,676$18,721

Residential Real Estate Loans

The residential real estate loan portfolio represented 45% of total loans at December 31, 2022.

Residential real estate loans held in portfolio amounted to $2.3 billion at December 31, 2022, up by $596.0 million, or 35%, from the balance at December 31, 2021, reflecting a higher proportion of loans originated for portfolio than for sale in 2022.

The following is a geographic summary of residential real estate loans by property location:

(Dollars in thousands)December 31, 2022December 31, 2021
Amount% of TotalAmount% of Total
Massachusetts$1,698,24073%$1,207,78970%
Rhode Island446,01019365,83121
Connecticut153,3237132,4308
Subtotal2,297,573991,706,05099
All other states25,429120,9251
Total (1)$2,323,002100%$1,726,975100%

(1)Includes residential mortgage loans purchased from and serviced by other financial institutions totaling $59.9 million and $78.7 million, respectively, as of December 31, 2022 and 2021.

Residential real estate loans are originated both for sale to the secondary market as well as for retention in the Bank’s loan portfolio. We also originate residential real estate loans for various investors in a broker capacity, including conventional mortgages and reverse mortgages.

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Management's Discussion and Analysis

The table below presents residential real estate loan origination activity:

(Dollars in thousands)
Years ended December 31,20222021
Amount% of TotalAmount% of Total
Originations for retention in portfolio (1)$881,87474%$756,34345%
Originations for sale to the secondary market (2)309,40726933,32455
Total$1,191,281100%$1,689,667100%

(1)Includes the full commitment amount of homeowner construction loans.

(2)Includes brokered loans (loans originated for others).

The table below presents residential real estate loan sales activity:

(Dollars in thousands)
Years ended December 31,20222021
Amount% of TotalAmount% of Total
Loans sold with servicing rights retained$99,84929%$591,55062%
Loans sold with servicing rights released (1)239,89971361,88638
Total$339,748100%$953,436100%

(1)Includes brokered loans (loans originated for others).

Residential real estate loan origination, refinancing and sales activity decreased in 2022 in response to increases in market interest rates.

We have active relationships with various secondary market investors that purchase residential real estate loans we originate. In addition to managing our interest rate risk position and earnings through the sale of these loans, we are also able to manage our liquidity position through timely sales of residential real estate loans to the secondary market.

Loans are sold with servicing retained or released. Loans sold with servicing rights retained result in the capitalization of servicing rights. Loan servicing rights are included in other assets and are subsequently amortized as an offset to mortgage banking revenues over the estimated period of servicing. The net balance of capitalized servicing rights amounted to $9.0 million and $9.8 million, respectively, as of December 31, 2022 and 2021. The balance of residential mortgage loans serviced for others, which are not included in the Consolidated Balance Sheets, amounted to $1.5 billion at both December 31, 2022 and 2021.

Consumer Loans

Consumer loans include home equity loans and lines of credit and personal installment loans. Home equity lines of credit and home equity loans represented 95% of the total consumer portfolio at December 31, 2022. Our home equity line and home equity loan origination activities are conducted primarily in southern New England. The Bank estimates that approximately 55% of the combined home equity lines of credit and home equity loan balances are first lien positions or subordinate to other Washington Trust mortgages.

The consumer loan portfolio totaled $301.4 million at December 31, 2022, up by $36.1 million, or 14%, from December 31, 2021, reflecting increases in home equity lines and loans. Purchased consumer loans, consisting of loans to individuals secured by general aviation aircraft, amounted to $9.6 million and $9.4 million, respectively, at December 31, 2022 and 2021.

Investment in Bank-Owned Life Insurance

BOLI amounted to $102.2 million and $92.6 million, respectively, at December 31, 2022 and 2021. The increase in 2022 included $7.0 million of purchases of BOLI. BOLI provides a means to mitigate increasing employee benefit costs.  The Corporation expects to benefit from the BOLI contracts as a result of the tax-free growth in cash surrender value and death benefits that are expected to be generated over time.  The purchase of the life insurance policy results in an income-earning asset on the Consolidated Balance Sheet that provides monthly tax-free income to the Corporation.  The largest risk to the BOLI program is credit risk of the insurance carriers.  To mitigate this risk, annual financial condition reviews are completed

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Management's Discussion and Analysis

on all carriers.  BOLI is invested in the “general account” of quality insurance companies.  All such general account carriers were rated as investment grade at December 31, 2022 by credit rating agencies such as A.M. Best, Moody’s and S&P.  BOLI is included in the Consolidated Balance Sheet at its cash surrender value.  Increases in BOLI’s cash surrender value are reported as a component of noninterest income in the Consolidated Statements of Income.

Asset Quality

Management continually monitors the asset quality of the loan portfolio using all available information. The Board of Directors monitors credit risk management through two committees, the Finance Committee and the Audit Committee.  The Finance Committee has oversight responsibility for the credit granting function, including approval authority for credit granting policies, review of management’s credit granting activities and approval of large exposure credit requests.  The Audit Committee has oversight responsibility for the risk management program, which includes credit risk management activities performed by management such as the monitoring of the credit quality of the loan portfolio, conducting a credit review program and determining the adequacy of the ACL. The Audit Committee also approves the policy and methodology for establishing the ACL. These committees report the results of their respective oversight functions to the Board of Directors.  In addition, the Board of Directors receives information concerning asset quality measurements and trends on a regular basis.

Nonperforming Assets

Nonperforming assets include nonaccrual loans and OREO.

The following table presents nonperforming assets and additional asset quality data:

(Dollars in thousands)
December 31,20222021
Commercial:
Commercial real estate$—$—
Commercial & industrial
Total commercial
Residential Real Estate:
Residential real estate11,89413,576
Consumer:
Home equity952627
Other
Total consumer952627
Total nonaccrual loans12,84614,203
OREO, net
Total nonperforming assets$12,846$14,203
Nonperforming assets to total assets0.19%0.24%
Nonperforming loans to total loans0.25%0.33%
Total past due loans to total loans0.23%0.24%
Allowance for credit losses on loans to total loans0.74%0.91%
Accruing loans 90 days or more past due$—$—

Total nonperforming assets decreased by $1.4 million from December 31, 2021, reflecting a decline in nonaccrual loans.

Nonaccrual Loans

Loans, with the exception of certain well-secured loans that are in the process of collection, are placed on nonaccrual status and interest recognition is suspended when such loans are 90 days or more overdue with respect to principal and/or interest, or sooner if considered appropriate by management. Loans are removed from nonaccrual status when they have been current as to principal and interest for a period of time, the borrower has demonstrated an ability to comply with repayment terms,

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Management's Discussion and Analysis

and when, in management’s opinion, the loans are considered to be fully collectible. During 2022, the Corporation made no changes in its practices or policies concerning the placement of loans into nonaccrual status.

Interest income that would have been recognized if loans on nonaccrual status had been current in accordance with their original terms was approximately $640 thousand in 2022, compared to $647 thousand in 2021.  Interest income attributable to these loans included in the Consolidated Statements of Income amounted to approximately $463 thousand and $528 thousand, respectively, in 2022 and 2021.

The following table presents the activity in nonaccrual loans:

(Dollars in thousands)
Years ended December 31,20222021
Balance at beginning of period$14,203$13,197
Additions to nonaccrual status3,5917,813
Loans returned to accruing status(699)(1,216)
Loans charged-off(184)(661)
Payments, payoffs and other changes(4,065)(4,930)
Balance at end of period$12,846$14,203

The following table presents additional detail on nonaccrual loans:

(Dollars in thousands)December 31, 2022December 31, 2021
Days Past DueDays Past Due
Over 90Under 90Total% (1)Over 90Under 90Total% (1)
Commercial:
Commercial real estate$—$—$—%$—$—$—%
Commercial & industrial
Total commercial
Residential Real Estate:
Residential real estate3,7798,11511,8940.514,6628,91413,5760.79
Consumer:
Home equity9529520.331085196270.25
Other
Total consumer9529520.321085196270.24
Total nonaccrual loans$3,779$9,067$12,8460.25%$4,770$9,433$14,2030.33%

(1)Percentage of nonaccrual loans to the total loans outstanding within the respective category.

There were no significant commitments to lend additional funds to borrowers whose loans were on nonaccrual status at December 31, 2022.

As of both December 31, 2022 and December 31, 2021, the composition of nonaccrual loans was 100% residential and consumer.

Nonaccrual residential real estate mortgage loans amounted to $11.9 million at December 31, 2022, down by $1.7 million from the end of 2021. As of December 31, 2022, the balance of nonaccrual residential mortgage loans was predominately secured by properties in Massachusetts, Connecticut and Rhode Island. Included in total nonaccrual residential real estate loans at December 31, 2022 were four loans purchased for portfolio and serviced by others amounting to $1.1 million.  Management monitors the collection efforts of its third-party servicers as part of its assessment of the collectability of nonperforming loans.

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Management's Discussion and Analysis

Troubled Debt Restructurings

In the course of resolving problem loans, the Corporation may choose to restructure the contractual terms of certain loans. A loan that has been modified or renewed is considered to be a TDR when two conditions are met: (1) the borrower is experiencing financial difficulty and (2) concessions are made for the borrower’s benefit that would not otherwise be considered for a borrower or a transaction with similar credit risk characteristics. The decision to restructure a loan, versus aggressively enforcing the collection of the loan, may benefit the Corporation by increasing the ultimate probability of collection.

TDRs are classified as accruing or non-accruing based on management’s assessment of the collectability of the loan.  Loans that are already on nonaccrual status at the time of the restructuring generally remain on nonaccrual status for approximately six months before management considers such loans for return to accruing status.  Accruing restructured loans are placed into nonaccrual status if and when the borrower fails to comply with the restructured terms and management deems it unlikely that the borrower will return to a status of compliance in the near term and full collection of principal and interest is in doubt.

TDRs are reported as such for at least one year from the date of the restructuring.  In years after the restructuring, a TDR is removed from this classification if the restructuring did not involve a below-market rate concession and the loan is performing in accordance with its modified contractual terms for a reasonable period of time.

As of December 31, 2022, there were no significant commitments to lend additional funds to borrowers whose loans had been restructured in a TDR.

See Note 2 to the Consolidated Financial Statements for discussion on ASU No. 2022-02, a recently issued accounting pronouncement that became effective January 1, 2023. ASU No. 2022-02 updates the accounting treatment and related disclosure requirements for TDRs.

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Management's Discussion and Analysis

The following table sets forth information on TDRs as of the dates indicated. The amounts below consist of unpaid principal balance, net of charge-offs and unamortized deferred loan origination fees and costs. Accrued interest is not included in the carrying amounts set forth below.

(Dollars in thousands)
December 31,20222021
Accruing TDRs
Commercial:
Commercial real estate$2,102$10,603
Commercial & industrial8392,792
Total commercial2,94113,395
Residential Real Estate:
Residential real estate5432,372
Consumer:
Home equity35561
Other
Total consumer35561
Accruing TDRs3,51916,328
Nonaccrual TDRs
Residential Real Estate:
Residential real estate4,4812,748
Consumer:
Home equity59271
Other
Total consumer59271
Nonaccrual TDRs5,0732,819
Total TDRs$8,592$19,147

As of December 31, 2022, the composition of TDRs was 66% residential and consumer and 34% commercial, compared to 30% residential and consumer and 70% commercial at December 31, 2021.

TDRs amounted to $8.6 million at December 31, 2022, down by $10.6 million from the end of 2021. The net decline largely reflected pay-downs of $8.0 million on two accruing CRE TDR loans associated with one commercial relationship and the declassification from TDR status of one accruing C&I loan with a carrying value of $2.8 million that was declassified in accordance with policy.

The ACL included specific reserves for TDRs of $115 thousand at December 31, 2022, compared to $148 thousand at December 31, 2021.

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Management's Discussion and Analysis

Past Due Loans

The following table presents past due loans by category:

(Dollars in thousands)
December 31,20222021
Amount% (1)Amount% (1)
Commercial:
Commercial real estate$1,1870.06%$—%
Commercial & industrial2650.043
Total commercial1,4520.063
Residential Real Estate:
Residential real estate8,8750.389,6220.56
Consumer:
Home equity1,2350.437650.31
Other160.10210.12
Total consumer1,2510.427860.30
Total past due loans$11,5780.23%$10,4110.24%

(1)Percentage of past due loans to the total loans outstanding within the respective category.

As of December 31, 2022, the composition of past due loans (loans past due 30 days or more) was 87% residential and consumer and 13% commercial, compared to essentially 100% for residential and consumer at December 31, 2021.

Total past due loans increased by $1.2 million from the end of 2021, largely due to one CRE loan going past due in the fourth quarter. This one loan was brought current in January 2023.

Total past due loans included $7.2 million of nonaccrual loans as of December 31, 2022, compared to $9.4 million of as of December 31, 2021.

All loans 90 days or more past due at December 31, 2022 and 2021 were classified as nonaccrual.

Potential Problem Loans

The Corporation classifies certain loans as “substandard,” “doubtful,” or “loss” based on criteria consistent with guidelines provided by banking regulators.  Potential problem loans include classified accruing commercial loans that were less than 90 days past due at December 31, 2022 and other loans for which known information about possible credit problems of the related borrowers causes management to have doubts as to the ability of such borrowers to comply with the present loan repayment terms and which may result in disclosure of such loans as nonperforming at some time in the future.

Potential problem loans are not included in the amounts of nonaccrual or TDRs presented above.  They are assessed for loss exposure using the methods described in Note 4 to the Consolidated Financial Statements under the caption “Credit Quality Indicators.” Management cannot predict the extent to which economic conditions or other factors may impact borrowers and the potential problem loans.  Accordingly, there can be no assurance that other loans will not become 90 days or more past due, be placed on nonaccrual, become restructured, or require increased allowance coverage and provision for credit losses on loans.

Management has identified three loans associated with two C&I relationships with carrying values totaling $927 thousand as potential problem loans at December 31, 2022. There were no potential problem loans identified at December 31, 2021.

Allowance for Credit Losses on Loans

The ACL on loans is management’s estimate of expected lifetime credit losses on loans carried at amortized cost.  The ACL on loans is established through a provision for credit losses recognized in earnings. The ACL on loans is reduced by charge-offs on loans and is increased by recoveries of amounts previously charged off.

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Management's Discussion and Analysis

The Corporation’s general practice is to identify problem credits early and recognize full or partial charge-offs as promptly as practicable when it is determined that the collection of loan principal is unlikely. Full or partial charge-offs on collateral dependent individually analyzed loans are recognized when the collateral is deemed to be insufficient to support the carrying value of the loan. The Corporation does not recognize a recovery when new appraisals indicate a subsequent increase in value.

Appraisals are generally obtained with values determined on an “as is” basis from independent appraisal firms for real estate collateral dependent commercial loans in the process of collection or when warranted by other deterioration in the borrower’s credit status. New appraisals are generally obtained for TDRs or nonaccrual loans or when management believes it is warranted. The Corporation has continued to maintain appropriate professional standards regarding the professional qualifications of appraisers and has an internal review process to monitor the quality of appraisals.

For residential real estate loans and real estate collateral dependent consumer loans that are in the process of collection, valuations are obtained from independent appraisal firms with values determined on an “as is” basis.

The following table presents additional detail on the Corporation’s loan portfolio and associated allowance:

(Dollars in thousands)December 31, 2022December 31, 2021
LoansRelated AllowanceAllowance / LoansLoansRelated AllowanceAllowance / Loans
Individually analyzed loans$9,996$1151.15%$21,080$6823.24%
Pooled (collectively evaluated) loans5,100,14337,9120.744,251,84538,4060.90
Total$5,110,139$38,0270.74%$4,272,925$39,0880.91%

Management employs a process and methodology to estimate the ACL on loans that evaluates both quantitative and qualitative factors. The methodology for evaluating quantitative factors consists of two basic components. The first component involves pooling loans into portfolio segments for loans that share similar risk characteristics. The second component involves individually analyzed loans that do not share similar risk characteristics with loans that are pooled into portfolio segments.

The ACL for individually analyzed loans is measured using a DCF method based upon the loan’s contractual effective interest rate, or at the loan’s observable market price, or, if the loan was collateral dependent, at the fair value of the collateral.

The ACL for pooled loans is measured utilizing a DCF methodology to estimate credit losses for each pooled portfolio segment. The methodology incorporates a probability of default and loss given default framework. Loss given default is estimated based on historical credit loss experience. Probability of default is estimated using a regression model that incorporates econometric factors. Management utilizes forecasted econometric factors with a one-year reasonable and supportable forecast period and one-year straight-line reversion period in order to estimate the probability of default for each loan portfolio segment. The DCF methodology combines the probability of default, the loss given default, prepayment speeds and remaining life of the loan to estimate a reserve for each loan. The sum of all the loan level reserves are aggregated for each portfolio segment and a loss rate factor is derived. Quantitative loss factors for pooled loans are also supplemented by certain qualitative risk factors reflecting management’s view of how losses may vary from those represented by quantitative loss rates.

The ACL on loans amounted to $38.0 million at December 31, 2022, down by $1.1 million, or 3%, from the balance at December 31, 2021. The ACL on loans as a percentage of total loans, also known as the reserve coverage ratio, was 0.74% at December 31, 2022, compared to 0.91% at December 31, 2021.

A negative provision for credit losses (or a benefit) of $1.3 million was recognized in earnings in 2022, compared to a negative provision for credit losses (or a benefit) of $4.8 million recognized in earnings in 2021. The negative provision recognized in 2022 was reflective of low loss rates and continued strength in asset and credit quality metrics that more than offset negative trends in macroeconomic forecasts and loan growth that was concentrated in residential real estate loans. The negative provision in 2021 reflected an improvement in forecasted economic conditions following higher credit loss provisioning in 2020, which was attributable to the emergence of the COVID-19 pandemic.

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Management's Discussion and Analysis

Net recoveries totaled $368 thousand, or 0.01% of average loans, in 2022, compared to net charge-offs of $417 thousand, or 0.01% of average loans, in 2021.

The ACL on loans is an estimate and ultimate losses may vary from management’s estimate. Deteriorating conditions or assumptions could lead to further increases in the ACL on loans; conversely, improving conditions or assumptions could lead to further reductions in the ACL on loans.

The following table presents the allocation of the ACL on loans by portfolio segment. The total ACL on loans is available to absorb losses from any segment of the loan portfolio.

(Dollars in thousands)December 31, 2022December 31, 2021
Allocated ACLACL to LoansLoans to Total Portfolio (1)Allocated ACLACL to LoansLoans to Total Portfolio (1)
Commercial:
Commercial real estate$18,4351.01%36%$18,9331.16%38%
Commercial & industrial10,3561.581310,8321.6915
Total commercial28,7911.164929,7651.3153
Residential Real Estate:
Residential real estate7,7400.33457,8600.4640
Consumer:
Home equity1,1150.3961,0690.436
Other3812.423942.231
Total consumer1,4960.5061,4630.557
Total ACL on loans at end of period$38,0270.74%100%$39,0880.91%100%

(1)Percentage of loans outstanding in respective category to total loans outstanding.

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Management's Discussion and Analysis

The following table reflects the activity in the ACL on loans during the years presented:

(Dollars in thousands)
December 31,202220212020
Balance at beginning of period$39,088$44,106$27,014
Adoption of ASC 3266,501
Charge-offs:
Commercial:
Commercial real estate356
Commercial & industrial36307586
Total commercial36307942
Residential real estate:
Residential real estate10799
Consumer:
Home equity183224
Other1486652
Total consumer148249276
Total charge-offs1846631,317
Recoveries:
Commercial:
Commercial real estate44551
Commercial & industrial294124
Total commercial4744175
Residential real estate:
Residential real estate218920
Consumer:
Home equity129152
Other452525
Total consumer5711677
Total recoveries552246172
Net (recoveries) charge-offs(368)4171,145
Provision charged to earnings(1,429)(4,601)11,736
Balance at end of period$38,027$39,088$44,106
Net (recoveries) charge-offs to average loans(0.01%)0.01%0.03%

Sources of Funds

Our sources of funds include in-market deposits, wholesale brokered deposits, FHLB advances, other borrowings and proceeds from the sales, maturities and payments of loans and investment securities.  The Corporation uses funds to originate and purchase loans, purchase investment securities, conduct operations, expand the branch network and pay dividends to shareholders.

Deposits

The Corporation offers a wide variety of deposit products to consumer and business customers.  Deposits provide an important source of funding for the Bank, as well as an ongoing stream of fee revenue.

The Bank is a participant in the DDM program, ICS program and the CDARS program. The Bank uses these deposit sweep services to place customer and client funds into interest-bearing demand accounts, money market accounts, and/or time deposits issued by other participating banks. Customer and client funds are placed at one or more participating banks to ensure that each deposit customer is eligible for the full amount of FDIC insurance. As a program participant, we receive

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Management's Discussion and Analysis

reciprocal amounts of deposits from other participating banks. We consider these reciprocal deposit balances to be in-market deposits as distinguished from traditional wholesale brokered deposits.

The following table presents a summary of deposits:

(Dollars in thousands)Change
December 31,20222021$%
Noninterest-bearing demand deposits$858,953$945,229($86,276)(9%)
Interest-bearing demand deposits (in-market)302,044251,03251,01220
NOW accounts871,875867,1384,7371
Money market accounts1,255,8051,072,864182,94117
Savings accounts576,250555,17721,0734
Time deposits (in-market)795,838773,38322,4553
Total in-market deposits4,660,7654,464,823195,9424
Wholesale brokered demand deposits31,15331,153100
Wholesale brokered time deposits327,044515,228(188,184)(37)
Total wholesale brokered deposits358,197515,228(157,031)(30)
Total deposits$5,018,962$4,980,051$38,9111%

Total deposits amounted to $5.0 billion at December 31, 2022, up by $38.9 million, or 1%, in 2022. The Bank estimates, in accordance with regulatory reporting requirements, that its uninsured deposits amounted to $1.5 billion at December 31, 2022.

In-market deposits were up by $195.9 million, or 4%, from the balance at December 31, 2021, with growth concentrated in money market accounts, while wholesale brokered deposits were down by $157.0 million, or 30% from December 31, 2022.

The following table presents the amount of time certificates of deposit in denominations of $250 thousand or more at December 31, 2022, maturing during the periods indicated:

(Dollars in thousands)
Three months or less$59,368
Over three months to six months27,268
Over six months to 12 months53,186
Over 12 months61,105
Total time deposits$200,927

Borrowings

Borrowings primarily consist of FHLB advances, which are used as a source of funding for liquidity and interest rate risk management purposes.

FHLB advances totaled $980.0 million at December 31, 2022, up by $835.0 million from the balance at the end of 2021, as higher levels of wholesale funding were utilized to fund balance sheet growth.

For additional information regarding FHLB advances see Note 13 to the Consolidated Financial Statements.

Liquidity and Capital Resources

Liquidity Management

Liquidity is the ability of a financial institution to meet maturing liability obligations and customer loan demand.  The Corporation’s primary source of liquidity is in-market deposits, which funded approximately 76% of total average assets in 2022.  While the generally preferred funding strategy is to attract and retain low-cost deposits, the ability to do so is affected

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Management's Discussion and Analysis

by competitive interest rates and terms in the marketplace.  Other sources of funding include discretionary use of purchased liabilities (e.g., FHLB term advances and brokered deposits), cash flows from the investment securities portfolios and loan repayments.  Securities designated as available for sale may also be sold in response to short-term or long-term liquidity needs, although management has no intention to do so at this time.

The Corporation has a detailed liquidity funding policy and a contingency funding plan that provide for the prompt and comprehensive response to unexpected demands for liquidity. Management employs stress testing methodology to estimate needs for contingent funding that could result from unexpected outflows of funds in excess of “business as usual” cash flows.  In management’s estimation, risks are concentrated in two major categories: (1) runoff of in-market deposit balances; and (2) unexpected drawdown of loan commitments.  Of the two categories, potential runoff of deposit balances would have the most significant impact on contingent liquidity.  Our stress test scenarios, therefore, emphasize attempts to quantify deposits at risk over selected time horizons.  In addition to these unexpected outflow risks, several other “business as usual” factors enter into the calculation of the adequacy of contingent liquidity including: (1) payment proceeds from loans and investment securities; (2) maturing debt obligations; and (3) maturing time deposits.  The Corporation has established collateralized borrowing capacity with the FRBB and also maintains additional collateralized borrowing capacity with the FHLB in excess of levels used in the ordinary course of business. Borrowing capacity is impacted by the amount and type of assets available to be pledged.

The table below presents unused funding capacity by source as of the dates indicated:

(Dollars in thousands)
December 31,202220212020
Additional Funding Capacity:
Federal Home Loan Bank of Boston (1)$668,295$1,642,377$969,735
Federal Reserve Bank of Boston (2)27,05916,91920,678
Unencumbered investment securities691,893702,963594,998
Total$1,387,247$2,362,259$1,585,411

(1)As of December 31, 2022, 2021 and 2020, loans with a carrying value of $2.4 billion, $2.2 billion and $2.1 billion, respectively, and securities available for sale with a carrying value of $102.1 million, $163.2 million and $128.6 million, respectively, were pledged to the FHLB resulting in this additional borrowing capacity.

(2)As of December 31, 2022, 2021 and 2020, loans with a carrying value of $20.9 million, $8.2 million and $12.6 million, respectively. and securities available for sale with a carrying value of $12.7 million, $13.5 million and $14.9 million, respectively, were pledged to the FRBB resulting in this additional unused borrowing capacity.

In addition to the amounts presented above, the Bank also had access to a $40.0 million unused line of credit with the FHLB.

Additional funding capacity available from the FHLB declined by $974.1 million from December 31, 2021 primarily as new advances were utilized to fund asset growth, mainly loans, during the year. In addition, $215.0 million of availability was utilized in the year to collateralize an institutional deposit through a standby letter of credit with the FHLB.

The ALCO establishes and monitors internal liquidity measures to manage liquidity exposure.  Liquidity remained within target ranges established by the ALCO during 2022.  Based on its assessment of the liquidity considerations described above, management believes the Corporation’s sources of funding meet anticipated funding needs.

Contractual Obligations, Commitments and Off-Balance Sheet Arrangements

In the ordinary course of business, the Corporation enters into contractual obligations that require future cash payments. These include payments related to lease obligations, time deposits with stated maturity dates, and borrowings. For additional information on these arrangements and the expected timing of applicable payments as of December 31, 2022, see the following notes to the Consolidated Financial Statements: Note 7 for leases, Note 12 for time deposits and Note 13 for borrowings.

Also, in the ordinary course of business, the Corporation engages in a variety of financial transactions that, in accordance with GAAP, are not recorded in the financial statements, or are recorded in amounts that differ from the notional amounts.  These financial transactions include commitments to extend credit, standby letters of credit, forward loan commitments, loan related derivative contracts and interest rate risk management contracts. These transactions involve, to

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Management's Discussion and Analysis

varying degrees, elements of credit, interest rate and liquidity risk. The Corporation’s credit policies with respect to interest rate contracts with commercial borrowers, commitments to extend credit, and standby letters of credit are similar to those used for loans. Some commitments to extend credit and standby letters of credit are expected to expire without being drawn upon, and thus, total amounts do not necessarily represent future cash requirements. Interest rate risk management contracts with other counterparties are generally subject to bilateral collateralization terms. These contracts with various counterparties may subject the Corporation to various cash flow requirements, which may include posting of cash as collateral for arrangements that are in a liability position. For additional information on derivative financial instruments and financial instruments with off-balance sheet risk see Notes 9 and 21 to the Consolidated Financial Statements.

Capital Resources

Total shareholders’ equity amounted to $453.7 million at December 31, 2022, down by $111.1 million from December 31, 2021. The decline reflected a decrease of $137.8 million in the AOCL component of shareholders' equity, due to decreases in the fair value of available for sale debt securities and cash flow hedges primarily attributable to relative changes in market interest rates. The decrease in AOCL was partially offset by an increase of $3.8 million associated with the annual remeasurement of pension plan liabilities. This increase from the annual remeasurement was largely due to an increase in the discount rates used to measure the present value of pension plan liabilities, resulting from higher market interest rates. The decline in total shareholders’ equity also included $37.9 million in dividend declarations and a net increase in treasury stock balances of $7.6 million. These decreases were partially offset by net income of $71.7 million.

The Corporation declared dividends of $2.18 per share in 2022, representing an increase of 8 cent per share, or 4%, over last year. The dividend payout ratio (dividends declared per share to diluted earnings per share) was 53.0% in 2022, compared to 47.8% in 2021.

The ratio of total equity to total assets amounted to 6.81% at December 31, 2022, compared to a ratio of 9.65% at December 31, 2021.  Book value per share was $26.40 at December 31, 2022, compared to $32.59 at December 31, 2021.

The Bancorp and the Bank are subject to various regulatory capital requirements and are considered “well capitalized,” with a total risk-based capital ratio of 12.37% at December 31, 2022, compared to 14.01% at December 31, 2021.

See Note 14 to the Consolidated Financial Statements for additional discussion regarding shareholders’ equity, including the stock repurchase program and regulatory capital requirements.

Asset/Liability Management and Interest Rate Risk

Interest rate risk is the risk of loss to future earnings due to changes in interest rates. The ALCO is responsible for establishing policy guidelines on liquidity and acceptable exposure to interest rate risk. Periodically, the ALCO reports on the status of liquidity and interest rate risk matters to the Bank’s Board of Directors. The objective of the ALCO is to manage assets and funding sources to produce results that are consistent with the Corporation’s liquidity, capital adequacy, growth, risk and profitability goals.

The Corporation utilizes the size and duration of the investment securities portfolio, the size and duration of the wholesale funding portfolio, off-balance sheet interest rate contracts and the pricing and structure of loans and deposits, to manage interest rate risk. The off-balance sheet interest rate contracts may include interest rate swaps, caps and floors. These interest rate contracts involve, to varying degrees, credit risk and interest rate risk. Credit risk is the possibility that a loss may occur if a counterparty to a transaction fails to perform according to terms of the contract. The notional amount of the interest rate contracts is the amount upon which interest and other payments are based. The notional amount is not exchanged, and therefore, should not be taken as a measure of credit risk. See Notes 9 and 21 to the Consolidated Financial Statements for additional information.

The ALCO uses income simulation to measure interest rate risk inherent in the Corporation’s on-balance sheet and off-balance sheet financial instruments at a given point in time by showing the effect of interest rate shifts on net interest income over a 12-month horizon, a 13- to 24-month horizon and a 60-month horizon. The simulations assume that the size and general composition of the Corporation’s balance sheet remain static over the simulation horizons, with the exception of certain deposit mix shifts from low-cost savings to higher-cost time deposits in selected interest rate scenarios. Additionally, the simulations take into account the specific repricing, maturity, call options, and prepayment characteristics of differing financial instruments that may vary under different interest rate scenarios. The characteristics of financial instrument classes are reviewed periodically by the ALCO to ensure their accuracy and consistency.

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Management's Discussion and Analysis

The ALCO reviews simulation results to determine whether the Corporation’s exposure to a decline in net interest income remains within established tolerance levels over the simulation horizons and to develop appropriate strategies to manage this exposure.   As of December 31, 2022 and 2021, net interest income simulations indicated that exposure to changing interest rates over the simulation horizons remained within tolerance levels established by the Corporation. All changes are measured in comparison to the projected net interest income that would result from an “unchanged” rate scenario where both interest rates and the composition of the Corporation’s balance sheet remain stable for a 60-month period.  In addition to measuring the change in net interest income as compared to an unchanged rate scenario, the ALCO also measures the trend of both net interest income and NIM over a 60-month horizon to ensure the stability and adequacy of this source of earnings in different interest rate scenarios.

The ALCO regularly reviews a wide variety of interest rate shift scenario results to evaluate interest rate risk exposure, including scenarios showing the effect of steepening or flattening changes in the yield curve of up to 500 basis points, as well as parallel changes in interest rates of up to 400 basis points.  Because income simulations assume that the Corporation’s balance sheet will remain static over the simulation horizon, the results do not reflect adjustments in strategy that the ALCO could implement in response to rate shifts.

The following table sets forth the estimated change in net interest income from an unchanged rate scenario over the periods indicated for parallel changes in market interest rates using the Corporation’s on- and off-balance sheet financial instruments as of December 31, 2022 and 2021.  Interest rates are assumed to shift by a parallel 100, 200 or 300 basis points upward or 100 basis points downward over a 12-month period, except for savings deposits, which are assumed to shift by lesser amounts due to their relative historical insensitivity to market interest rate movements.  Further, deposits are assumed to have certain minimum rate levels below which they will not fall.  It should be noted that the rate scenarios shown do not necessarily reflect the ALCO’s view of the “most likely” change in interest rates over the periods indicated.

December 31, 2022December 31, 2021
Months 1-12Months 13-24Months 1-12Months 13-24
100 basis point rate decrease(1.09)%1.55%(1.32)%(5.42)%
100 basis point rate increase(0.78)(5.45)3.343.91
200 basis point rate increase0.35(7.65)6.878.18
300 basis point rate increase1.42(10.07)10.3211.72

As of December 31, 2022, the ALCO estimates that the negative exposure of net interest income to falling rates as compared to an unchanged rate scenario in Year 1 results from a more rapid decline in earning asset yields compared to rates paid on deposits. If market interest rates were to fall and remain lower for a sustained period, certain savings and time deposit rates could decline more slowly and by a lesser amount than other market interest rates. For simulation purposes, deposit rate changes are anticipated to lag behind other market interest rates in both timing and magnitude. Asset yields would likely decline more rapidly than deposit costs as current asset holdings mature or reprice, since cash flow from mortgage-related prepayments and redemption of callable securities would increase as market interest rates fall. The ALCO estimates that the positive exposure of net interest income to falling rates in Year 2 as compared to an unchanged rate scenario results from a more rapid projected relative rate of decline in funding costs than asset yields.

The relative decline in interest rate sensitivity to rising rates from December 31, 2021, as shown in the above table, was largely attributable to a higher level of longer-term fixed rate assets, as well as an increase in the proportion of wholesale funds to total sources of funds at December 31, 2022. Fixed rate assets would not reprice upward in a rising rate environment. Wholesale funds would reprice more quickly and by a greater amount than the repricing of in-market deposits in response to changes in market interest rates. As market rates increase, ALCO modeling assumes that deposits will shift from low cost to higher cost deposits. This assumption reflects historical operating conditions in rising rate cycles. Although asset yields would increase in a rising interest rate environment, the cumulative impact of relative growth in rate-sensitive higher cost deposit categories and wholesale funds suggests that the increase in the Corporation’s cost of funds could result in a relative decline in net interest income compared to an unchanged rate scenario.

While the ALCO reviews and updates simulation assumptions and also periodically back-tests the simulation results to ensure that the assumptions are reasonable and current, income simulation may not always prove to be an accurate indicator of interest rate risk or future NIM.  Over time, the repricing, maturity and prepayment characteristics of financial instruments

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Management's Discussion and Analysis

and the composition of the Corporation’s balance sheet may change to a different degree than estimated.  Simulation modeling assumes a static balance sheet, with the exception of certain modeled deposit mix shifts from low-cost savings deposits to higher-cost time deposits in rising rate scenarios as noted above.

As part of its policy response to the COVID-19 pandemic in 2020, the Federal Reserve reduced its target range for the Fed Funds rate to 0-0.25%. This, and various Federal stimulus programs, had the effect of attracting low-cost deposits across the banking industry. During 2022, the Federal Reserve reversed policy and increased the target range to 4.25-4.50% as of December 31, 2022. This policy change has resulted in higher rates on existing deposit products. It could also cause low-cost balances to shift into higher yielding alternatives in the future, particularly if interest rates continue rise, and as such the ALCO has modeled deposit shifts out of these low-cost categories into higher-cost alternatives in the rising rate simulation scenarios presented above. Deposit balances may also be subject to possible outflow to non-bank alternatives in a rising rate environment, which may cause interest rate sensitivity to differ from the results as presented. Another significant simulation assumption is the sensitivity of savings deposits to fluctuations in interest rates. Income simulation results assume that changes in both savings deposit rates and balances are related to changes in short-term interest rates. The relationship between short-term interest rate changes and deposit rate and balance changes may differ from the ALCOs estimates used in income simulation.

It should also be noted that the static balance sheet assumption does not necessarily reflect the Corporation’s expectation for future balance sheet growth, which is a function of the business environment and customer behavior.

Mortgage-backed securities and residential real estate loans involve a level of risk that unforeseen changes in prepayment speeds may cause related cash flows to vary significantly in differing rate environments.  Such changes could affect the level of reinvestment risk associated with cash flow from these instruments, as well as their market value.  Changes in prepayment speeds could also increase or decrease the amortization of premium or accretion of discounts related to such instruments, thereby affecting interest income.

The Corporation also monitors the potential change in market value of its available for sale debt securities in changing interest rate environments.  The purpose is to determine market value exposure that may not be captured by income simulation, but which might result in changes to the Corporation’s capital position.  Results are calculated using industry-standard analytical techniques and securities data.

The following table summarizes the potential change in market value of the Corporation’s available for sale debt securities of December 31, 2022 and 2021 resulting from immediate parallel rate shifts:

(Dollars in thousands)
Security TypeDown 100 Basis PointsUp 200 Basis Points
Obligations of U.S. government-sponsored enterprise securities (callable)$8,532($19,395)
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises55,204(105,720)
Trust preferred debt and other corporate debt securities(24)36
Total change in market value as of December 31, 2022$63,712($125,079)
Total change in market value as of December 31, 2021$10,166($119,505)

Impact of Inflation on Changing Prices

The Corporation’s consolidated financial statements and related notes have been prepared in accordance with GAAP, which requires the measurement of financial position and operating results in terms of historical U.S. dollars without considering changes in the relative purchasing power of money over time due to inflation.

A substantial portion of the Corporation’s assets and liabilities are monetary in nature and as a result interest rates have a more significant impact on the overall performance of the Corporation than the general levels of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as inflation. The Federal Reserve’s policy response to counter high levels of inflation has been to increase its Fed Funds target rate, which in turn resulted in higher market interest rates across the economy. While variable-rate assets would reprice upward if interest rates were to continue to rise, interest-bearing liabilities would also reprice upward. Additionally, lower-cost in-market deposits could shift into higher-cost deposit

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Management's Discussion and Analysis

categories in a rising rate environment, which could put pressure on both net interest income and the net interest margin. For additional discussion on interest due to changes in interest rates, see the caption “Asset/Liability Management and Interest Rate Risk” above.

Furthermore, a prolonged period of inflation could cause wages and other costs to increase.

Critical Accounting Policies and Estimates

Estimates and assumptions are necessary in the application of certain accounting policies and procedures and can be susceptible to significant change. Critical accounting policies are defined as those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the Corporation’s financial condition or results of operations.

Management considers its accounting policy relating to the ACL on loans to be a critical accounting policy.

Allowance for Credit Losses on Loans

The ACL on loans is management’s estimate of expected lifetime credit losses on loans carried at amortized cost. The ACL on loans is established through a provision for credit losses recognized in the Consolidated Statements of Income. Additionally, the ACL on loans is reduced by charge-offs on loans and increased by recoveries of amounts previously charged-off. At December 31, 2022 the ACL on loans totaled $38.0 million, compared to $39.1 million at December 31, 2021. A significant portion of our ACL is allocated to the commercial portfolio (both CRE and C&I). As of December 31, 2022 and 2021, the ACL allocated to the total commercial portfolio was $28.8 million and $29.8 million, respectively.

Management employs a process and methodology to estimate the ACL on loans that evaluates both quantitative and qualitative factors. The methodology for evaluating quantitative factors consists of two basic components; pooling loans into portfolio segments for loans that share similar risk characteristics and identifying individually analyzed loans that do not share similar risk characteristics with loans that are pooled into portfolio segments.

For pooled loan portfolio segments, the Corporation utilizes a DCF methodology to estimate credit losses over the expected life of the loan. The methodology incorporates a probability of default and loss given default framework. Loss given default is estimated based on historical credit loss experience. Probability of default is estimated utilizing a regression model that incorporates econometric factors. The model utilizes forecasted econometric factors with a one-year reasonable and supportable forecast period and one-year straight-line reversion period in order to estimate the probability of default for each loan portfolio segment. The DCF methodology combines the probability of default, the loss given default, prepayment speeds and the remaining life of the loan to estimate a reserve for each loan.

The ACL for individually analyzed loans is measured using a DCF method based upon the loan’s contractual effective interest rate, or at the loan’s observable market price, or, if the loan was collateral dependent, at the fair value of the collateral.

Quantitative loss factors are also supplemented by certain qualitative risk factors reflecting management’s view of how losses may vary from those represented by quantitative loss rates. Qualitative loss factors are applied to each portfolio segment with the amounts determined by historical loan charge-offs of a peer group of similar-sized regional banks.

Because the methodology is based upon historical experience and trends, current economic data, reasonable and supportable forecasts, as well as management’s judgment, factors may arise that result in different estimations. Deteriorating conditions or assumptions could lead to further increases in the ACL on loans; conversely, improving conditions or assumptions could lead to further reductions in the ACL on loans.

In estimating the ACL on loans, management considers the sensitivity of the model and significant judgments and assumptions that could result in an amount that is materially different from management’s estimate. Given the concentration of ACL allocation to the total commercial portfolio and the significant judgments made by management in deriving the qualitative loss factors, management analyzed the impact that changes in judgments could have. The range of impact was an ACL allocated to the total commercial loan portfolio between $18.4 million and $51.7 million at December 31, 2022. The sensitivity and related range of impact is a hypothetical analysis and is not intended to represent management’s judgments or assumptions of qualitative loss factors that were utilized at December 31, 2022 in estimation of the ACL on loans recognized on the Consolidated Balance Sheet.

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Management's Discussion and Analysis

If the assumptions underlying the determination of the ACL prove to be incorrect, the ACL may not be sufficient to cover actual loan losses and an increase to the ACL may be necessary to allow for different assumptions or adverse developments. In addition, a problem with one or more loans could require a significant increase to the ACL.

Recently Issued Accounting Pronouncements

See Note 2 to the Consolidated Financial Statements for details of recently issued accounting pronouncements and their expected impact on the Corporation’s financial statements.

FY 2021 10-K MD&A

SEC filing source: 0000737468-22-000015.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2022-02-24. Report date: 2021-12-31.

ITEM 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following analysis is intended to provide the reader with a further understanding of the consolidated financial condition and results of operations of the Corporation for the periods shown.  For a full understanding of this analysis, it should be read in conjunction with other sections of this Annual Report on Form 10-K, including Part I, “Item 1. Business” and Part II, “Item 8. Financial Statements and Supplementary Data.”

Information pertaining to 2019 was included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, starting on page 34 under Part II, Item 7. “Management’s Discussion and Analysis of Results of Operations and Financial Condition,” which was filed with the SEC on February 25, 2021.

Overview

The Corporation offers a comprehensive product line of banking and financial services to individuals and businesses, including commercial, residential and consumer lending, retail and commercial deposit products, and wealth management services through its offices in Rhode Island, eastern Massachusetts and Connecticut; its ATMs; telephone banking; mobile banking and its internet website (www.washtrust.com).

Our largest source of operating income is net interest income, which is the difference between interest earned on loans and securities and interest paid on deposits and borrowings.  In addition, we generate noninterest income from a number of sources, including wealth management services, mortgage banking activities and deposit services.  Our principal noninterest expenses include salaries and employee benefit costs, outsourced services provided by third party vendors, occupancy and facility-related costs and other administrative expenses.

We continue to leverage our strong regional brand to build market share and remain steadfast in our commitment to provide superior service. We believe the key to future growth is providing customers with convenient in-person service and digital banking solutions. In 2022, we plan to open a new full-service branch in Cumberland, Rhode Island.

Risk Management

The Corporation has a comprehensive enterprise risk management (“ERM”) program through which the Corporation identifies, measures, monitors and controls current and emerging material risks.

The Board of Directors is responsible for oversight of the ERM program. The ERM program enables the aggregation of risk across the Corporation and ensures the Corporation has the tools, programs and processes in place to support informed decision making, to anticipate risks before they materialize and to maintain the Corporation’s risk profile consistent with its risk strategy.

The Board of Directors has approved an ERM Policy that addresses each category of risk. The risk categories include: credit risk, interest rate risk, liquidity risk, price and market risk, compliance risk, strategic and reputation risk, and operational risk. A description of each risk category is provided below.

Credit risk represents the possibility that borrowers or other counterparties may not repay loans or other contractual obligations according to their terms due to changes in the financial capacity, ability and willingness of such borrowers or counterparties to meet their obligations. In some cases, the collateral securing the payment of the loans may be sufficient to assure repayment, but in other cases the Corporation may experience significant credit losses which could have an adverse effect on its operating results. The Corporation makes various assumptions and judgments about the collectability of its loan portfolio, including the creditworthiness of its borrowers and counterparties and the value of the real estate and other assets serving as collateral for the repayment of loans. Credit risk also exists with respect to investment securities. For further discussion regarding the credit risk and the credit quality of the Corporation’s loan portfolio, see Notes 5 and 6 to the Consolidated Financial Statements. For further discussion regarding the Corporation’s securities portfolio, see Note 4 to the Consolidated Financial Statements.

Interest rate risk is the risk of loss to future earnings due to changes in interest rates. It exists because the repricing frequency and magnitude of interest-earning assets and interest-bearing liabilities are not identical. See the “Asset/Liability Management and Interest Rate Risk” section below for additional disclosure.

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Management's Discussion and Analysis

Liquidity risk is the risk that the Corporation will not have the ability to generate adequate amounts of cash in the most economical way for it to meet its maturing liability obligations and customer loan demand. For detailed disclosure regarding liquidity management, see the “Liquidity and Capital Resources” section below.

Price and market risk refers to the risk of loss arising from adverse changes in interest rates and other relevant market rates and prices, such as equity prices. Interest rate risk, discussed above, is the most significant market risk to which the Corporation is exposed. The Corporation is also exposed to financial market risk and housing market risk.

Compliance risk represents the risk of regulatory sanctions or financial loss resulting from the failure to comply with laws, rules and regulations and standards of good banking practice. Activities which may expose the Corporation to compliance risk include, but are not limited to, those dealing with the prevention of money laundering, privacy and data protection, adherence to all applicable laws and regulations and employment and tax matters.

Strategic and reputation risk represent the risk of loss due to impairment of reputation, failure to fully develop and execute business plans, and failure to assess existing and new opportunities and threats in business, markets and products.

Operational risk is the risk of loss due to human behavior, inadequate or failed internal systems and controls, and external influences such as market conditions, fraudulent activities, natural disasters and security risks.

ERM is an overarching program that includes all areas of the Corporation. A framework approach is utilized to assign responsibility and to ensure that the various business units and activities involved in the risk management life-cycle are effectively integrated. The Corporation has adopted the “three lines of defense” concept that is an industry best practice for ERM. Business units are the first line of defense in managing risk. They are responsible for identifying, measuring, monitoring, and controlling current and emerging risks. They must report on and escalate their concerns. Corporate functions such as Credit Risk Management, Financial Administration, Information Assurance and Compliance, comprise the second line of defense. They are responsible for policy setting and for reviewing and challenging the risk management activities of the business units. They collaborate closely with business units on planning and resource allocation with respect to risk management. Internal Audit is a third line of defense. They provide independent assurance to the Board of Directors of the effectiveness of the first and second lines in fulfilling their risk management responsibilities.

For additional factors that could adversely impact Washington Trust’s future results of operations and financial condition, see the section labeled “Risk Factors” in Item 1A of this Annual Report on Form 10-K.

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Management's Discussion and Analysis

Results of Operations

The following table presents a summarized consolidated statement of operations:

(Dollars in thousands)Change
Years Ended December 31,20212020$%
Net interest income$141,435$127,444$13,99111%
Noninterest income87,39499,442(12,048)(12)
Total revenues228,829226,8861,9431
Provision for credit losses(4,822)12,342(17,164)(139)
Noninterest expense135,464125,38410,0808
Income before income taxes98,18789,1609,02710
Income tax expense21,31719,3311,98610
Net income$76,870$69,829$7,04110%

The following table presents a summary of performance metrics and ratios:

Years Ended December 31,20212020
Diluted earnings per common share$4.39$4.00
Return on average assets (net income divided by average assets)1.32%1.22%
Return on average equity (net income available for common shareholders divided by average equity)14.03%13.51%
Net interest income as a percentage of total revenues62%56%
Noninterest income as a percentage of total revenues38%44%

Net income totaled $76.9 million in 2021, up by 10% from the $69.8 million reported in 2020.

In 2021, net interest income benefited from lower funding costs and a reduction in wholesale funding balances, as well as accelerated amortization of net deferred fee balances on PPP loans that were forgiven by the SBA and prepayment penalty fee income associated with commercial loan payoffs. The decrease in noninterest income reflected lower mortgage banking revenues, partially offset by higher wealth management revenues. The reduction in credit loss provisioning in 2021 reflected improvements in forecasted economic conditions, a downward trend in loan loss rates and relatively stable asset quality metrics. Noninterest expenses included debt prepayment penalty expense associated with prepaying higher yielding FHLB advances, as well as an increase in salaries and employee benefits expense.

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Management's Discussion and Analysis

Average Balances/Net Interest Margin - Fully Taxable Equivalent (“FTE”) Basis

The following table presents average balance and interest rate information.  Tax-exempt income is converted to an FTE basis using the statutory federal income tax rate adjusted for applicable state income taxes net of the related federal tax benefit. Unrealized gains (losses) on available for sale securities and changes in fair value on mortgage loans held for sale are excluded from the average balance and yield calculations. Nonaccrual loans, as well as interest recognized on these loans, are included in amounts presented for loans.

Years ended December 31,20212020
(Dollars in thousands)Average BalanceInterestYield/ RateAverage BalanceInterestYield/ Rate
Assets:
Cash, federal funds sold and short-term investments$167,898$1810.11%$160,427$4590.29%
Mortgage loans held for sale52,5801,5312.9154,2371,7623.25
Taxable debt securities1,013,44514,2951.41902,27820,0502.22
FHLB stock21,4224362.0445,2352,2404.95
Commercial real estate1,643,10749,5513.021,632,46052,2313.20
Commercial & industrial752,93430,8244.09767,17627,4103.57
Total commercial2,396,04180,3753.352,399,63679,6413.32
Residential real estate1,571,45952,8843.371,488,34355,8663.75
Home equity254,2898,2123.23277,29610,0323.62
Other19,7659664.8918,9299414.97
Total consumer274,0549,1783.35296,22510,9733.70
Total loans4,241,554142,4373.364,184,204146,4803.50
Total interest-earning assets5,496,899158,8802.895,346,381170,9913.20
Noninterest-earning assets341,067358,569
Total assets$5,837,966$5,704,950
Liabilities and Shareholders’ Equity:
Interest-bearing demand deposits$202,929$2590.13%$159,366$8060.51%
NOW accounts765,5844910.06593,1053680.06
Money market accounts984,2782,4130.25839,9155,4020.64
Savings accounts521,1432820.05415,7412650.06
Time deposits (in-market)702,3037,7491.10742,23613,1381.77
Total interest-bearing in-market deposits3,176,23711,1940.352,750,36319,9790.73
Wholesale brokered time deposits644,1511,1960.19501,3065,8331.16
Total interest-bearing deposits3,820,38812,3900.323,251,66925,8120.79
FHLB advances370,8813,8001.02920,70415,8061.72
Junior subordinated debentures22,6813701.6322,6816412.83
PPPLF borrowings66,4922330.35
Total interest-bearing liabilities4,213,95016,5600.394,261,54642,4921.00
Noninterest-bearing demand deposits934,626759,841
Other liabilities143,197167,861
Shareholders’ equity546,193515,702
Total liabilities and shareholders’ equity$5,837,966$5,704,950
Net interest income (FTE)$142,320$128,499
Interest rate spread2.50%2.20%
Net interest margin2.59%2.40%

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Management's Discussion and Analysis

Interest income amounts presented in the preceding table include the following adjustments for taxable equivalency for the years indicated:

(Dollars in thousands)
Years ended December 31,20212020
Commercial loans$885$1,055

Net Interest Income

Net interest income, the primary source of our operating income, totaled $141.4 million and $127.4 million, respectively, for 2021 and 2020. Net interest income is affected by the level of and changes in interest rates, and changes in the amount and composition of interest-earning assets and interest-bearing liabilities.  Prepayment penalty income associated with loan payoffs is included in net interest income.

The following discussion presents net interest income on a FTE basis by adjusting income and yields on tax-exempt loans and securities to be comparable to taxable loans and securities.

The analysis of net interest income, net interest margin (“NIM”) and the yield on loans may be impacted by the periodic recognition of prepayment penalty fee income associated with loan payoffs. Prepayment penalty fee income associated with loans payoffs amounted to $3.2 million (or 6 basis points benefit to NIM) and $303 thousand (or 0 basis points benefit to NIM), respectively, in 2021 and 2020.

The analysis of net interest income, net interest margin and the yield on loans is also impacted by changes in the level of net amortization of premiums and discounts on loans and securities, which is included in interest income. Additionally, as PPP loans are forgiven by the SBA, related unamortized net fee balances are accelerated and amortized, increasing net interest income. Changes in market interest rates affect the level of loan prepayments and the receipt of payments on mortgage-backed securities. Prepayment speeds generally increase as market interest rates decline and decrease as market interest rates rise. Changes in prepayment speeds could increase or decrease the level of net amortization of premiums and discounts, thereby affecting interest income. As noted in the Consolidated Statements of Cash Flows, net amortization of premiums and discounts on securities and loans (a net reduction to net interest income) amounted to $3.4 million in 2021, down by $2.3 million from 2020. The decline in net amortization reflected accelerated amortization of net deferred fee balances on PPP loans, partially offset by an increase in amortization of net premiums on securities.

Accelerated amortization of net deferred fee balances on PPP loans forgiven by the SBA amounted to $5.4 million (or 10 basis points benefit to NIM) and $423 thousand (or 0 basis points benefit to NIM), respectively, in 2021 and 2020.

FTE net interest income in 2021 amounted to $142.3 million, up by $13.8 million, or 11%, from 2020. Declines in average interest-bearing liability balances and growth in average interest-earning assets contributed $8.9 million of net interest income in 2021. Declines in funding costs outpaced lower asset yields and contributed $5.0 million of net interest income.

The NIM was 2.59% in 2021, up by 19 basis points from 2.40% in 2020. NIM benefited from lower funding costs and a reduction in average wholesale funding balances. It also benefited from accelerated amortization of net deferred fee balances on PPP loans that were forgiven by the SBA and loan prepayment fees. Excluding the impact of both accelerated net deferred fee amortization on PPP loans and commercial loan prepayment fee income, the NIM amounted to 2.43% in 2021, compared to 2.39% in 2020.

Total average securities for 2021 increased by $111.2 million, or 12%, from the average balance for 2020. The FTE rate of return on securities was 1.41% in 2021, down by 81 basis points from 2.22% in 2020, reflecting purchases of relatively lower yielding debt securities and lower market interest rates.

Total average loan balances increased by $57.4 million, or 1%, from the average balance for 2020. This reflected growth in average residential real estate loan balances. The yield on total loans in 2021 was 3.36%, down by 14 basis points from 3.50% in 2020. The yield on total loans benefited from accelerated amortization of net deferred fee

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Management's Discussion and Analysis

balances on PPP loans that were forgiven by the SBA and commercial loan prepayment fee income. Excluding the impact of these items for both periods, the yield on total loans amounted to 3.16% in 2021, down by 32 basis points, from 3.48% in 2020. Yields reflected lower market interest rates.

The average balance of FHLB advances for 2021 decreased by $549.8 million, or 60%, compared to the average balance for 2020. The average rate paid on such advances in 2021 was 1.02%, down by 70 basis points from 1.72% in 2020, reflecting maturities and payoffs of higher-yielding FHLB advances and lower market interest rates.

Included in total average interest-bearing deposits were out-of-market brokered time deposits, which increased by $142.8 million, or 28%, from 2020. The average rate paid on wholesale brokered time deposits in 2021 was 0.19%, down by 97 basis points from 1.16% in 2020, reflecting lower market interest rates.

Average in-market interest-bearing deposits, which excludes wholesale brokered time deposits, increased by $425.9 million, or 15%, from the average balance in 2020, largely due to growth in average lower-cost deposit categories, partially offset by maturities of higher-cost promotional time deposits. The average rate paid on in-market interest-bearing deposits in 2021 was 0.35%, down by 38 basis points from 0.73% in 2020, largely due to downward repricing of interest-bearing in-market deposits reflecting lower market interest rates.

The average balance of noninterest-bearing demand deposits for 2021 increased by $174.8 million, or 23%, from the average balance for 2020. See additional disclosure under the caption “Sources of Funds.”

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Management's Discussion and Analysis

Volume/Rate Analysis - Interest Income and Expense (FTE Basis)

The following table presents certain information on an FTE basis regarding changes in our interest income and interest expense for the period indicated.  The net change attributable to both volume and rate has been allocated proportionately.

(Dollars in thousands)Changes Due To
Years Ended December 31, 2021 vs. 2020VolumeRateNet Change
Interest on interest-earning assets:
Cash, federal funds sold and short-term investments$21($299)($278)
Mortgage loans held for sale(52)(179)(231)
Taxable debt securities2,237(7,992)(5,755)
FHLB stock(852)(952)(1,804)
Commercial real estate332(3,012)(2,680)
Commercial & industrial(516)3,9303,414
Total commercial(184)918734
Residential real estate2,959(5,941)(2,982)
Home equity(792)(1,028)(1,820)
Other41(16)25
Total consumer(751)(1,044)(1,795)
Total loans2,024(6,067)(4,043)
Total interest income3,378(15,489)(12,111)
Interest on interest-bearing liabilities:
Interest-bearing demand deposits178(725)(547)
NOW accounts123123
Money market accounts784(3,773)(2,989)
Savings accounts60(43)17
Time deposits (in-market)(671)(4,718)(5,389)
Total interest-bearing in-market deposits474(9,259)(8,785)
Wholesale brokered time deposits1,293(5,930)(4,637)
Total interest-bearing deposits1,767(15,189)(13,422)
FHLB advances(7,140)(4,866)(12,006)
Junior subordinated debentures(271)(271)
PPPLF borrowings(117)(116)(233)
Total interest expense(5,490)(20,442)(25,932)
Net interest income (FTE)$8,868$4,953$13,821

Provision for Credit Losses

The provision for credit losses results from management’s review of the adequacy of the ACL. The ACL is management’s estimate of expected lifetime credit losses as of the reporting date and includes consideration of current forecasted economic conditions. Estimating an appropriate level of ACL necessarily involves a high degree of judgment.

A negative provision for credit losses (or a benefit) of $4.8 million was recognized in earnings in 2021 compared to a positive provision for credit losses (or a charge) of $12.3 million in 2020. The reduction in the provision for credit losses and the related ACL in 2021 reflected improvements in forecasted economic conditions, a downward trend in loan loss rates and relatively stable asset quality metrics. The higher credit loss provisioning in 2020 was attributable to the negative impact of the emergence of the COVID-19 pandemic on economic conditions.

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Management's Discussion and Analysis

Net charge-offs totaled $417 thousand, or 0.01% of average loans, in 2021, compared to $1.1 million, or 0.03% of average loans, in 2020.

The ACL on loans was $39.1 million, or 0.91% of total loans, at December 31, 2021, compared to $44.1 million, or 1.05% of total loans, at December 31, 2020. See additional discussion under the caption “Asset Quality” for further information on the ACL on loans.

Noninterest Income

Noninterest income is an important source of revenue for Washington Trust.  The principal categories of noninterest income are shown in the following table:

(Dollars in thousands)Change
Years Ended December 31,20212020$%
Noninterest income:
Wealth management revenues$41,282$35,454$5,82816%
Mortgage banking revenues28,62647,377(18,751)(40)
Card interchange fees4,9964,28770917
Service charges on deposit accounts2,6832,742(59)(2)
Loan related derivative income4,3423,9913519
Income from bank-owned life insurance2,9252,49143417
Other income2,5403,100(560)(18)
Total noninterest income$87,394$99,442($12,048)(12%)

Noninterest Income Analysis

Revenue from wealth management services represented 47% of total noninterest income in 2021, compared to 36% in 2020. A substantial portion of wealth management revenues is dependent on the value of wealth management AUA and is closely tied to the performance of the financial markets. This portion of wealth management revenues is referred to as “asset-based” and includes trust and investment management fees. Wealth management revenues also include “transaction-based” revenues, such as commissions and other service fees that are not primarily derived from the value of assets.

The categories of wealth management revenues are shown in the following table:

(Dollars in thousands)Change
Years Ended December 31,20212020$%
Wealth management revenues:
Asset-based revenues$40,215$34,363$5,85217%
Transaction-based revenues1,0671,091(24)(2)
Total wealth management revenues$41,282$35,454$5,82816%

Wealth management revenues for 2021 increased by $5.8 million, or 16%, from 2020, due to growth in asset-based revenues. The increase in asset-based revenues correlated with the increase in average AUA balances in 2021.

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Management's Discussion and Analysis

The following table presents the changes in wealth management AUA:

(Dollars in thousands)20212020
Wealth management AUA:
Balance at the beginning of period$6,866,737$6,235,801
Net investment appreciation & income931,302774,265
Net client asset outflows(13,828)(143,329)
Balance at the end of period$7,784,211$6,866,737

Wealth management AUA totaled $7.8 billion at December 31, 2021, up by $917.5 million, or 13%, from December 31, 2020, primarily due to net investment appreciation. The average balance of AUA in 2021 increased by 19% from the average balance in 2020.

Mortgage banking revenues represented 33% of total noninterest income in 2021, compared to 48% for 2020. The composition of mortgage banking revenues and the volume of loans sold to the secondary market are shown in the following table:

(Dollars in thousands)Change
Years Ended December 31,20212020$%
Mortgage banking revenues:
Realized gains on loan sales, net (1)$33,752$42,008($8,256)(20%)
Changes in fair value, net (2)(5,558)5,998(11,556)(193)
Loan servicing fee income, net (3)432(629)1,061169
Total mortgage banking revenues$28,626$47,377($18,751)(40%)
Loans sold to the secondary market (4)$953,436$1,139,761($186,325)(16%)

(1)Includes gains on loan sales, commission income on loans originated for others, servicing right gains, and gains (losses) on forward loan commitments.

(2)Represents fair value changes on mortgage loans held for sale and forward loan commitments.

(3)Represents loan servicing fee income, net of servicing right amortization and valuation adjustments.

(4)Includes brokered loans (loans originated for others).

Mortgage banking revenues in 2021 decreased by $18.8 million, or 40%, from 2020. These revenues are dependent on mortgage origination volume and are sensitive to interest rates and the condition of housing markets. Included in mortgage banking revenues are changes in the fair value of mortgage loans held for sale and forward loan commitments, which are primarily based on current market prices in the secondary market and correlate to changes in the size of the mortgage pipeline. The decline in mortgage banking revenues was mainly attributable to a decline in current market pricing and lower sales volume. Mortgage loans sold to the secondary market totaled $953.4 million in 2021 compared to $1.1 billion in 2020, as a larger proportion of loans were originated for portfolio in 2021.

Card interchange fees increased by $709 thousand, or 17%, from 2020 largely due to higher transaction volume.

Included in income from bank-owned life insurance (“BOLI”) was the recognition of $526 thousand and $229 thousand, respectively, of income associated with the receipt of life insurance proceeds in 2021 and 2020. Excluding these amounts from both periods, income from BOLI was up by $137 thousand, or 6%, from 2020, reflecting a $7.0 million purchase of BOLI in 2021.

Other income decreased by $560 thousand, or 18%, from 2020. Included in other income was $1.0 million of income associated with a litigation settlement in 2021 and a gain of $1.4 million associated with the sale of a limited partnership interest in a low-income housing tax credit investment in 2020. Excluding these items from both periods, other income was down by $160 thousand, or 9%, from 2020.

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Management's Discussion and Analysis

Noninterest Expense

The following table presents noninterest expense comparisons:

(Dollars in thousands)Change
Years Ended December 31,20212020$%
Noninterest expense:
Salaries and employee benefits$87,295$82,899$4,3965%
Outsourced services13,29611,8941,40212
Net occupancy8,4498,0234265
Equipment3,9053,831742
Legal, audit and professional fees2,8593,747(888)(24)
FDIC deposit insurance costs1,5921,818(226)(12)
Advertising and promotion1,8431,46937425
Amortization of intangibles890914(24)(3)
Debt prepayment penalties6,9301,4135,517390
Other8,4059,376(971)(10)
Total noninterest expense$135,464$125,384$10,0808%

Noninterest Expense Analysis

Salaries and employee benefits expense for 2021 increased by $4.4 million, or 5%, from 2020, largely reflecting annual merit increases, increased staffing levels and increases in performance-based compensation expense. These increases were partially offset by increases in deferred labor costs (a contra expense) associated with residential real estate loan originations for portfolio.

Outsourced services expense for 2021 increased by $1.4 million, or 12%, from 2020, reflecting increases in third party services and processing costs.

Legal, audit and professional fees for 2021 decreased by $888 thousand, or 24%, from 2020, reflecting a decline in legal expenses.

Debt prepayment penalty expense amounted to $6.9 million in 2021, compared to $1.4 million in 2020, resulting from the prepayment of higher-yielding FHLB advances.

Other expenses for 2021 decreased by $971 thousand, or 10% from 2020. Included in other expenses in 2020 was a charge of $630 thousand related to counterfeit checks drawn on a commercial customer’s account. Excluding the impact of this item, other expenses was down by $341 thousand, or 4%, from 2020.

Income Taxes

The following table presents the Corporation’s income tax expense and effective tax rate for the periods indicated:

(Dollars in thousands)
Years ended December 31,20212020
Income tax expense$21,317$19,331
Effective income tax rate21.7%21.7%

The effective tax rate remained essentially unchanged in 2021. The effective tax rates differed from the federal rate of 21%, primarily due to state income tax expense, partially offset by the benefits of tax-exempt income, income from BOLI, federal tax credits and the recognition of excess tax expense or benefits associated with the settlement of share-based awards.

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Management's Discussion and Analysis

The Corporation’s net deferred tax assets amounted to $14.0 million at December 31, 2021, compared to $12.2 million at December 31, 2020. The Corporation has determined that a valuation allowance is not required for any of the deferred tax assets since it is more-likely-than-not that these assets will be realized primarily through future reversals of existing taxable temporary differences or by offsetting projected future taxable income. Net deferred tax assets increased in 2021, largely reflecting an increase in the deferred tax asset associated with the temporary decline in fair value of securities available for sale.

See Note 10 to the Consolidated Financial Statements for additional information regarding income taxes.

Segment Reporting

The Corporation manages its operations through two reportable business segments, consisting of Commercial Banking and Wealth Management Services.

In the fourth quarter of 2021 the Corporation re-assessed its reportable business segments and related allocation methodology in connection with the implementation of a new budgeting and profitability system in the same period. Management determined it was appropriate to allocate activity previously reported in the Corporate Unit to the Commercial Banking and Wealth Management Services operating segments. The Corporate Unit had included activities related to the Treasury function, which is responsible for managing the investment portfolio and wholesale funding needs, as well as certain administrative and executive expenses that were not previously allocated to the operating segments. The prior year segment information contained within this report has been restated to reflect this change to reportable business segments and related allocation methodology. See Note 19 to the Consolidated Financial Statements for additional disclosure related to business segments.

Commercial Banking

The following table presents a summarized statement of operations for the Commercial Banking business segment:

(Dollars in thousands)Change
Years Ended December 31,20212020$%
Net interest income$141,493$127,545$13,94811%
Provision for loan losses(4,822)12,342(17,164)(139)
Net interest income after provision for credit losses146,315115,20331,11227
Noninterest income44,74863,612(18,864)(30)
Noninterest expense103,85694,1289,72810
Income before income taxes87,20784,6872,5203
Income tax expense18,57517,9895863
Net income$68,632$66,698$1,9343%

Net interest income for the Commercial Banking segment increased by $13.9 million, or 11%, from 2020. Net interest income largely benefited from lower cost of funds, accelerated amortization of net deferred fee balances on PPP loans forgiven by the SBA and prepayment penalty fee income associated with loans payoffs, and was negatively impacted by lower yields on loans and securities.

A negative provision for credit losses (or a benefit) of $4.8 million was recognized in earnings in 2021, compared to a positive provision (or a charge) of $12.3 million in 2020. The reduction in credit loss provisioning reflected a improvements in forecasted economic conditions, a downward trend in loss rates and relatively stable asset quality metrics. See additional discussion under the caption “Asset Quality” below.

Noninterest income derived from the Commercial Banking segment decreased by $18.9 million, or 30%, from 2020, largely reflecting lower mortgage banking revenues. See additional discussion under the caption “Noninterest Income” above.

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Management's Discussion and Analysis

Commercial Banking noninterest expenses were up by $9.7 million, or 10%, from 2020, largely reflecting increases in debt prepayment penalty expense, salaries and employee benefits and outsourced services. See additional discussion under the caption “Noninterest Expense” above.

Wealth Management Services

The following table presents a summarized statement of operations for the Wealth Management Services business segment:

(Dollars in thousands)Change
Years Ended December 31,20212020$%
Net interest expense($58)($101)$43(43%)
Noninterest income42,64635,8306,81619
Noninterest expense31,60831,2563521
Income before income taxes10,9804,4736,507145
Income tax expense2,7421,3421,400104
Net income$8,238$3,131$5,107163%

Noninterest income for the Wealth Management Services segment increased by $6.8 million, or 19%, compared to 2020, due to an increase in asset-based revenues. See further discussion of wealth management revenues under the caption “Noninterest Income” above.

Noninterest expenses for the Wealth Management Services segment increased by $352 thousand, or 1%, compared to 2020, largely reflecting an increase in salaries and employee benefits expense, partially offset by a decline in legal expenses. See additional discussion under the caption “Noninterest Expense” above.

Financial Condition

Summary

The following table presents selected financial condition data:

(Dollars in thousands)Change
December 31,20212020$%
Cash and due from banks$175,259$194,143($18,884)(10%)
Total securities1,042,859894,571148,28817
Total loans4,272,9254,195,99076,9352
Allowance for credit losses on loans39,08844,106(5,018)(11)
Total assets5,851,1275,713,169137,9582
Total deposits4,980,0514,378,353601,69814
FHLB advances145,000593,859(448,859)(76)
Total shareholders’ equity564,808534,19530,6136

Total assets amounted to $5.9 billion at December 31, 2021, up by $138.0 million, or 2%, from the end of 2020.

The securities portfolio increased by $148.3 million, or 17%, reflecting purchases, partially offset by pay-downs, called securities and a temporary decline in fair value.

Total loans increased by $76.9 million, or 2%, as loan originations and purchases were partially offset by payoffs, pay-downs and PPP loans forgiven by the SBA.

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Management's Discussion and Analysis

Total deposits increased by $601.7 million, or 14%, reflecting growth across all in-market deposit categories, partially offset by a decrease in wholesale brokered time deposits. FHLB advances decreased by $448.9 million, or 76%, from December 31, 2020, as lower levels of wholesale funding were needed given the in-market deposits increase.

Shareholders’ equity amounted to $564.8 million at December 31, 2021, up by $30.6 million, or 6%, from the balance at December 31, 2020, reflecting earnings net of dividend declarations and a decline in the accumulated other comprehensive income component of shareholders’ equity.

Securities

Investment security activity is monitored by the Investment Committee, the members of which also sit on the Asset/Liability Committee (“ALCO”).  Asset and liability management objectives are the primary influence on the Corporation’s investment activities.  However, the Corporation also recognizes that there are certain specific risks inherent in investment activities.  The securities portfolio is managed in accordance with regulatory guidelines and established internal corporate investment policies that provide limitations on specific risk factors such as market risk, credit risk and concentration, liquidity risk and operational risk to help monitor risks associated with investing in securities.  Reports on the activities conducted by Investment Committee and the ALCO are presented to the Board of Directors on a regular basis.

The Corporation’s securities portfolio is managed to generate interest income, to implement interest rate risk management strategies, and to provide a readily available source of liquidity for balance sheet management. Securities are designated as either available for sale, held to maturity or trading at the time of purchase. The Corporation does not maintain a portfolio of trading securities. As of December 31, 2021 and December 31, 2020, the Corporation did not have securities designated as held to maturity. Securities available for sale may be sold in response to changes in market conditions, prepayment risk, rate fluctuations, liquidity, or capital requirements. Debt securities available for sale are reported at fair value, with any unrealized gains and losses excluded from earnings and reported as a separate component of shareholders’ equity, net of tax, until realized.

Determination of Fair Value

The Corporation uses an independent pricing service to obtain quoted prices. The prices provided by the independent pricing service are generally based on observable market data in active markets. The determination of whether markets are active or inactive is based upon the level of trading activity for a particular security class. Management reviews the independent pricing service’s documentation to gain an understanding of the appropriateness of the pricing methodologies. Management also reviews the prices provided by the independent pricing service for reasonableness based upon current trading levels for similar securities. If the prices appear unusual, they are re-examined and the value is either confirmed or revised. In addition, management periodically performs independent price tests of securities to ensure proper valuation and to verify our understanding of how securities are priced. As of December 31, 2021 and 2020, management did not make any adjustments to the prices provided by the pricing service.

Our fair value measurements generally utilize Level 2 inputs, representing quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, and model-derived valuations in which all significant input assumptions are observable in active markets.

See Notes 4 and 15 to the Consolidated Financial Statements for additional information regarding the determination of fair value of investment securities.

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Management's Discussion and Analysis

Securities Portfolio

The carrying amounts of securities held are as follows:

(Dollars in thousands)
December 31,20212020
Amount%Amount%
Available for Sale Debt Securities:
Obligations of U.S. government-sponsored enterprises$196,45419%$131,66915%
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises824,96279740,30583
Individual name issuer trust preferred debt securities9,138112,6691
Corporate bonds12,30519,9281
Total available for sale debt securities$1,042,859100%$894,571100%

The securities portfolio amounted to $1.0 billion as of December 31, 2021, or 18% of total assets, compared to $894.6 million as of December 31, 2020, or 16% or total assets. The largest component of the securities portfolio is mortgage-backed securities, all of which are issued by U.S. government agencies or U.S. government-sponsored enterprises.

The securities portfolio increased by $148.3 million, or 17%, from the end of 2020, reflecting purchases of U.S. government agency and U.S. government-sponsored debt securities, including mortgage-backed securities, totaling $599.4 million, with a weighted average yield of 1.67%. These purchases were partially offset by routine pay-downs on mortgage-backed securities and called securities, as well as a temporary decline in the fair value of available for sale securities.

As of December 31, 2021, the carrying amount of available for sale debt securities included net unrealized losses of $8.9 million, compared to net unrealized gains of $13.0 million as of December 31, 2020. The decline in fair value of available for sale debt securities from the end of 2020 was primarily concentrated in obligations of U.S. government agencies and U.S. government-sponsored enterprises, including mortgage-backed securities, and attributable to relative changes in interest rates since the time of purchase. See Note 4 to the Consolidated Financial Statements for additional information.

Federal Home Loan Bank Stock

The Bank is a member of the FHLB, which is a cooperative that provides services to its member banking institutions. The primary reason for the Bank’s membership is to gain access to a reliable source of wholesale funding in order to manage interest rate risk. The purchase of FHLB stock is a requirement for a member to gain access to funding. The Bank purchases FHLB stock in proportion to the volume of funding received and views the purchases as a necessary long-term investment for the purposes of balance sheet liquidity and not for investment return.

The Bank’s investment in FHLB stock totaled $13.0 million at December 31, 2021, compared to $30.3 million at December 31, 2020. No market exists for shares of FHLB stock and therefore, it is carried at cost.  FHLB stock may be redeemed at par value five years following termination of FHLB membership, subject to limitations which may be imposed by the FHLB or its regulator, the Federal Housing Finance Board, to maintain capital adequacy of the FHLB.  While the Bank currently has no intentions to terminate its FHLB membership, the ability to redeem its investment in FHLB stock would be subject to the conditions imposed by the FHLB.  Management monitors the investment to determine if impairment exists. Based on the capital adequacy and the liquidity position of the FHLB, management believes there is no impairment related to the carrying amount of its FHLB stock as of December 31, 2021.

Loans

Total loans amounted to $4.3 billion at December 31, 2021, up by $76.9 million, or 2%, from the end of 2020. Total loans excluding PPP loans amounted to $4.2 billion at December 31, 2021, up by $238.7 million, or 6%, from

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Management's Discussion and Analysis

December 31, 2020, largely reflecting growth in the residential real estate portfolio.

The following table sets forth the composition of the Corporation’s loan portfolio:

(Dollars in thousands)
December 31,20212020
Amount%Amount%
Commercial:
Commercial real estate (1)$1,639,06238%$1,633,02439%
Commercial & industrial (2)641,55515817,40819
Total commercial2,280,617532,450,43258
Residential real estate:
Residential real estate (3)1,726,975401,467,31235
Consumer:
Home equity247,6976259,1856
Other (4)17,636119,0611
Total consumer265,3337278,2467
Total loans$4,272,925100%$4,195,990100%

(1)Commercial real estate consists of commercial mortgages primarily secured by income-producing property, as well as construction and development loans. Construction and development loans are made to businesses for land development or the on-site construction of industrial, commercial, or residential buildings.

(2)Commercial & industrial consists of loans to businesses and individuals, a portion of which are fully or partially collateralized by real estate. Commercial & industrial also includes PPP loans.

(3)Residential real estate consists of mortgage and homeowner construction loans secured by one- to four-family residential properties.

(4)Other consists of loans to individuals secured by general aviation aircraft and other personal installment loans.

An analysis of the maturity and interest rate sensitivity of the Corporation’s loan portfolio as of December 31, 2021 follows:

(Dollars in thousands)CommercialConsumer
CRE (1)C&ITotal CommercialResidential Real Estate (2)Home EquityOtherTotal ConsumerTotal
Amounts due in:
One year or less$277,579$123,519$401,098$38,872$2,804$2,747$5,551$445,521
After one year to five years700,330302,6541,002,984169,2339,3738,38217,7551,189,972
After five years to fifteen years661,153214,910876,063485,46113,6195,28518,9041,380,428
After fifteen years4724721,033,409221,9011,222223,1231,257,004
Total$1,639,062$641,555$2,280,617$1,726,975$247,697$17,636$265,333$4,272,925
Interest rate terms on amounts due after one year:
Predetermined rates$156,915$176,545$333,460$634,593$25,185$13,545$38,730$1,006,783
Variable or adjustable rates1,204,568341,4911,546,0591,053,510219,7081,344221,0522,820,621

(1)Includes construction and development loans that will convert to repayment terms following the construction period and will be reclassified to either the commercial real estate or commercial & industrial category.

(2)Includes homeowner construction loans. Maturities of homeowner construction loans are included based on their contractual conventional mortgage repayment terms following the completion of construction.

Generally, the actual maturity of loans is substantially shorter than their contractual maturity due to prepayments and, in the case of loans secured by real estate, due to payoff of loans upon the sale of the property by the borrower. The average life of loans secured by real estate tends to increase when market loan rates are higher than rates on existing portfolio loans and, conversely, tends to decrease when rates on existing portfolio loans are higher than market loan rates. Under the latter scenario, the average yield on portfolio loans tends to decrease as higher yielding loans are repaid or refinanced at lower rates. Due to the fact that the Bank may, consistent with industry practice, renew a significant portion of commercial loans at or immediately prior to their maturity by renewing the loans on substantially

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Management's Discussion and Analysis

similar or revised terms, the principal repayments actually received by the Bank are anticipated to be significantly less than the amounts contractually due in any particular period. In other circumstances, a loan, or a portion of a loan, may not be repaid due to the borrower’s inability to satisfy the contractual terms of the loan.

COVID-19 Pandemic Related

Through December 31, 2021, Washington Trust processed loan payment deferral modifications, or “deferments”, on 654 loans totaling $728 million, of which active deferments remain on 2 loans totaling $9.7 million. The majority of these deferments qualified as eligible loan modifications under Section 4012 of the CARES Act, as amended, and therefore were not required to be classified as TDRs. Deferment extensions were prudently underwritten and resulted in loan risk rating downgrades when warranted. Management monitors active deferments through its quarterly watched asset review. See additional information under the caption “Commercial Real Estate Loans” below.

Through December 31, 2021, Washington Trust has originated 2,939 PPP loans with principal balances totaling $326.7 million and has processed SBA forgiveness on 2,580 PPP loans with principal balances totaling $283.5 million. As of December 31, 2021, the carrying value of PPP loans amounted to $38.0 million and included net unamortized loan origination fee balances of $1.3 million. See additional information under the caption “Commercial & Industrial Loans” below.

Commercial Loans

The commercial loan portfolio represented 53% of total loans at December 31, 2021.

In making commercial loans, we may occasionally solicit the participation of other banks. The Bank also participates in commercial loans originated by other banks. In such cases, these loans are individually underwritten by us using standards similar to those employed for our self-originated loans. Our participation in commercial loans originated by other banks amounted to $451.6 million and $408.8 million, respectively, at December 31, 2021 and 2020. Our participation in commercial loans originated by other banks also includes shared national credits.

Commercial loans fall into two major categories, commercial real estate and commercial and industrial loans. Commercial real estate loans consist of commercial mortgages secured by real property where the primary source of repayment is derived from rental income associated with the property or the proceeds of the sale, refinancing or permanent financing of the property. Commercial real estate loans also include construction loans made to businesses for land development or the on-site construction of industrial, commercial, or residential buildings. Commercial and industrial loans primarily provide working capital, equipment financing and financing for other business-related purposes. Commercial and industrial loans are frequently collateralized by equipment, inventory, accounts receivable, and/or general business assets.  A portion of the Bank’s commercial and industrial loans is also collateralized by real estate.  Commercial and industrial loans also include PPP loans that are fully guaranteed by the U.S. government, tax-exempt loans made to states and political subdivisions, as well as industrial development or revenue bonds issued through quasi-public corporations for the benefit of a private or non-profit entity where that entity rather than the governmental entity is obligated to pay the debt service.

Commercial Real Estate Loans

Commercial real estate (“CRE”) loans totaled $1.6 billion at December 31, 2021, up by $6.0 million, or 0.4%, from the balance at December 31, 2020. Included in CRE loans were construction and development loans of $122.4 million and $111.2 million, respectively, as of December 31, 2021 and 2020. In 2021, CRE loan originations and advances totaled approximately $365 million, largely offset by payoffs and pay-downs.

Shared national credit balances outstanding included in the CRE loan portfolio totaled $3.5 million at December 31, 2021. The balance was included in the pass-rated category of commercial loan credit quality and current with respect to contractual payment terms at December 31, 2021.

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Management's Discussion and Analysis

The following table presents a geographic summary of CRE loans by property location:

(Dollars in thousands)December 31, 2021December 31, 2020
Outstanding Balance% of TotalOutstanding Balance% of Total
Connecticut$643,18239%$649,91940%
Massachusetts464,01828468,94729
Rhode Island408,49625431,13326
Subtotal1,515,696921,549,99995
All other states123,366883,0255
Total$1,639,062100%$1,633,024100%

The following table presents a summary of CRE loans by property type segmentation:

(Dollars in thousands)December 31, 2021December 31, 2020
CountOutstanding Balance% of TotalCountOutstanding Balance% of Total
CRE Portfolio Segmentation:
Multi-family dwelling127$474,22929%137$524,87432%
Retail121389,48724136339,56921
Office57216,6021373290,75618
Hospitality31184,9901140157,72010
Industrial and warehouse35137,25482897,0556
Healthcare13128,189815109,3217
Commercial mixed use2038,97822242,4052
Other3669,33353871,3244
Total CRE loans440$1,639,062100%489$1,633,024100%
Average CRE loan size$3,725$3,340
Largest individual CRE loan outstanding$39,945$32,200

The following table presents a summary of CRE loan deferments:

(Dollars in thousands)December 31, 2021December 31, 2020
CountBalance% of Outstanding Balance (1)CountBalance% of Outstanding Balance (1)
Total CRE deferments2$9,7201%38$176,40211%

(1)CRE deferments as a percent of the outstanding CRE portfolio balance as of the dates indicated..

CRE loans with active deferments remain on one relationship with two loans in the hospitality segment as of December 31, 2021. This active deferment is a principal only payment deferral and the borrower continues to pay interest. The hospitality segment was a segment that management previously identified as “at risk” of significant impact from the COVID-19 pandemic. This active deferment is expected to expire in the first quarter of 2022.

Commercial and Industrial Loans

Commercial and industrial (“C&I”) loans amounted to $641.6 million at December 31, 2021, down by $175.9 million, or 22%, from the balance at December 31, 2020. This included a net reduction of PPP loans of $161.8 million. Excluding PPP loans, C&I loans decreased by $14.1 million in 2021, as loan originations of approximately $125 million were offset by payoffs, pay-downs and a decrease in line utilization.

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Management's Discussion and Analysis

Shared national credit balances outstanding included in the C&I loan portfolio totaled $40.8 million at December 31, 2021. All of these loans were included in the pass-rated category of commercial loan credit quality and were current with respect to contractual payment terms at December 31, 2021.

The following table presents a summary of C&I loan by industry segmentation:

(Dollars in thousands)December 31, 2021December 31, 2020
CountOutstanding Balance% of TotalCountOutstanding Balance% of Total
C&I Portfolio Segmentation:
Healthcare and social assistance101$174,37627%253$200,21724%
Owner occupied and other real estate18572,9571126874,3099
Manufacturing6555,341914688,80211
Educational services2852,21185364,9698
Retail7947,290719263,8958
Transportation and warehousing3135,06454224,0613
Entertainment and recreation3732,08759129,4154
Finance and insurance5931,279510626,2443
Accommodation and food services11428,320427147,0206
Information1425,04543228,3943
Professional, scientific and technical698,912126539,2955
Public administration165,44112623,3193
Other28173,23213772107,46813
Total C&I loans1,079$641,555100%2,517$817,408100%
Average C&I loan size$595$325
Largest individual C&I loan outstanding$18,721$19,500

At December 31, 2021, we had no active deferments on C&I loans.

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Management's Discussion and Analysis

PPP loans are included in the C&I portfolio. The following table presents a summary of PPP loans by industry segmentation:

(Dollars in thousands)December 31, 2021December 31, 2020
CountOutstanding Balance% of TotalCountOutstanding Balance% of Total
PPP Loans by Segment:
Accommodation and food services69$13,68736%209$23,67812%
Healthcare and social assistance366,9261817347,35424
Professional, scientific and technical342,464622020,03110
Information62,0345202,4781
Retail221,698413412,1076
Entertainment and recreation121,6934613,3862
Manufacturing111,27438923,32112
Owner occupied and other real estate2070921159,2415
Educational services83121329,6815
Finance and insurance62991552,0001
Transportation and warehousing9138212,0591
Public administration1214483
Other1136,7642057343,96121
Total PPP loans (included in the C&I loan portfolio)347$38,019100%1,706$199,780100%
Average PPP loan size$110$117
Net unamortized fees on PPP loans$1,267$3,893

As of February 15, 2022, the carrying value of PPP loans declined to $21.9 million and included net unamortized loan origination fee balances of $780 thousand.

Residential Real Estate Loans

The residential real estate loan portfolio represented 40% of total loans at December 31, 2021.

Residential real estate loans are originated both for sale to the secondary market as well as for retention in the Bank’s loan portfolio. We also originate residential real estate loans for various investors in a broker capacity, including conventional mortgages and reverse mortgages.

The table below presents residential real estate loan origination activity:

(Dollars in thousands)
Years ended December 31,20212020
Amount% of TotalAmount% of Total
Originations for retention in portfolio (1)$756,34345%$502,12030%
Originations for sale to the secondary market (2)933,324551,171,90670
Total$1,689,667100%$1,674,026100%

(1)Includes the full commitment amount of homeowner construction loans.

(2)Includes brokered loans (loans originated for others).

Residential real estate loan origination, refinancing and sales activity was elevated in both 2021 and 2020 in response to low market interest rates.

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Management's Discussion and Analysis

The table below presents residential real estate loan sales activity:

(Dollars in thousands)
Years ended December 31,20212020
Amount% of TotalAmount% of Total
Loans sold with servicing rights retained$591,55062%$849,46775%
Loans sold with servicing rights released (1)361,88638290,29425
Total$953,436100%$1,139,761100%

(1)Includes brokered loans (loans originated for others).

Loans are sold with servicing retained or released. Loans sold with servicing rights retained result in the capitalization of servicing rights. Loan servicing rights are included in other assets and are subsequently amortized as an offset to mortgage banking revenues over the estimated period of servicing. The net balance of capitalized servicing rights amounted to $9.8 million and $7.4 million, respectively, as of December 31, 2021 and 2020. The balance of residential mortgage loans serviced for others, which are not included in the Consolidated Balance Sheets, amounted to $1.5 billion and $1.2 billion, respectively, as of December 31, 2021 and 2020.

Residential real estate loans held in portfolio amounted to $1.7 billion at December 31, 2021, up by $259.7 million, or 18%, from the balance at December 31, 2020, reflecting a higher proportion of loans originated for portfolio, as well as purchases of $39.3 million of loans with a weighted average yield of 2.74%. The purchased loans were individually evaluated to Washington Trust’s underwriting standards and are predominantly secured by properties in Massachusetts.

The following is a geographic summary of residential real estate loans by property location:

(Dollars in thousands)December 31, 2021December 31, 2020
Amount% of TotalAmount% of Total
Massachusetts$1,207,78970%$994,80068%
Rhode Island365,83121331,71323
Connecticut132,4308122,1028
Subtotal1,706,050991,448,61599
All other states20,925118,6971
Total (1)$1,726,975100%$1,467,312100%

(1)Includes residential mortgage loans purchased from and serviced by other financial institutions totaling $78.7 million and $131.8 million, respectively, as of December 31, 2021 and 2020.

As of December 31, 2021, we had no active deferments residential real estate loans.

Consumer Loans

Consumer loans include home equity loans and lines of credit and personal installment loans. Home equity lines of credit and home equity loans represented 93% of the total consumer portfolio at December 31, 2021. Our home equity line and home equity loan origination activities are conducted primarily in southern New England. The Bank estimates that approximately 60% of the combined home equity lines of credit and home equity loan balances are first lien positions or subordinate to other Washington Trust mortgages.

The consumer loan portfolio totaled $265.3 million at December 31, 2021, down by $12.9 million, or 5%, from December 31, 2020. Purchased consumer loans, consisting of loans to individuals secured by general aviation aircraft, amounted to $9.4 million and $10.0 million, respectively, at December 31, 2021 and December 31, 2020.

As of December 31, 2021, we had no active deferments on consumer loans.

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Management's Discussion and Analysis

Investment in Bank-Owned Life Insurance

BOLI amounted to $92.6 million and $84.2 million, respectively, at December 31, 2021 and 2020. The increase in 2021 included $7.0 million of purchases of BOLI. BOLI provides a means to mitigate increasing employee benefit costs.  The Corporation expects to benefit from the BOLI contracts as a result of the tax-free growth in cash surrender value and death benefits that are expected to be generated over time.  The purchase of the life insurance policy results in an income-earning asset on the Consolidated Balance Sheet that provides monthly tax-free income to the Corporation.  The largest risk to the BOLI program is credit risk of the insurance carriers.  To mitigate this risk, annual financial condition reviews are completed on all carriers.  BOLI is invested in the “general account” of quality insurance companies.  All such general account carriers were rated as investment grade at December 31, 2021 by credit rating agencies such as A.M. Best, Moody’s and Standard and Poors, Inc. (“S&P”).  BOLI is included in the Consolidated Balance Sheet at its cash surrender value.  Increases in BOLI’s cash surrender value are reported as a component of noninterest income in the Consolidated Statements of Income.

Asset Quality

Management continually monitors the asset quality of the loan portfolio using all available information. The Board of Directors of the Bank monitors credit risk management through two committees, the Finance Committee and the Audit Committee.  The Finance Committee has primary oversight responsibility for the credit granting function, including approval authority for credit granting policies, review of management’s credit granting activities and approval of large exposure credit requests.  The Audit Committee oversees various systems and procedures performed by management for monitoring the credit quality of the loan portfolio, conducting a credit review program, maintaining the integrity of the loan rating system and determining the adequacy of the ACL. The Audit Committee also approves the policy and methodology for establishing the ACL. These committees report the results of their respective oversight functions to the Board of Directors.  In addition, the Board of Directors receives information concerning asset quality measurements and trends on a regular basis.

Nonperforming Assets

Nonperforming assets include nonaccrual loans and property acquired through foreclosure or repossession (“OREO”).

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Management's Discussion and Analysis

The following table presents nonperforming assets and additional asset quality data:

(Dollars in thousands)
December 31,20212020
Commercial:
Commercial real estate$—$—
Commercial & industrial
Total commercial
Residential Real Estate:
Residential real estate13,57611,981
Consumer:
Home equity6271,128
Other88
Total consumer6271,216
Total nonaccrual loans14,20313,197
Property acquired through foreclosure or repossession, net
Total nonperforming assets$14,203$13,197
Nonperforming assets to total assets0.24%0.23%
Nonperforming loans to total loans0.33%0.31%
Total past due loans to total loans0.24%0.30%
Allowance for credit losses on loans to total loans0.91%1.05%
Accruing loans 90 days or more past due$—$—

Total nonperforming assets increased by $1.0 million from December 31, 2020, all in nonaccrual loans. At December 31, 2021, there were no properties held in OREO.

Nonaccrual Loans

Loans, with the exception of certain well-secured loans that are in the process of collection, are placed on nonaccrual status and interest recognition is suspended when such loans are 90 days or more overdue with respect to principal and/or interest, or sooner if considered appropriate by management. Loans are removed from nonaccrual status when they have been current as to principal and interest for a period of time, the borrower has demonstrated an ability to comply with repayment terms, and when, in management’s opinion, the loans are considered to be fully collectible. During 2021, the Corporation made no changes in its practices or policies concerning the placement of loans into nonaccrual status.

Interest income that would have been recognized if loans on nonaccrual status had been current in accordance with their original terms was approximately $647 thousand in 2021, compared to $844 thousand in 2020.  Interest income attributable to these loans included in the Consolidated Statements of Income amounted to approximately $528 thousand and $416 thousand, respectively, in 2021 and 2020.

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Management's Discussion and Analysis

The following table presents the activity in nonaccrual loans:

(Dollars in thousands)
Years ended December 31,20212020
Balance at beginning of period$13,197$17,408
Additions to nonaccrual status7,8133,644
Loans returned to accruing status(1,216)(3,282)
Loans charged-off(661)(1,317)
Loans transferred to other real estate owned(313)
Payments, payoffs and other changes(4,930)(2,943)
Balance at end of period$14,203$13,197

The following table presents additional detail on nonaccrual loans:

(Dollars in thousands)December 31, 2021December 31, 2020
Days Past DueDays Past Due
Over 90Under 90Total% (1)Over 90Under 90Total% (1)
Commercial:
Commercial real estate$—$—$—%$—$—$—%
Commercial & industrial
Total commercial
Residential Real Estate:
Residential real estate4,6628,91413,5760.795,1726,80911,9810.82
Consumer:
Home equity1085196270.256444841,1280.44
Other88880.46
Total consumer1085196270.247324841,2160.44
Total nonaccrual loans$4,770$9,433$14,2030.33%$5,904$7,293$13,1970.31%

(1)Percentage of nonaccrual loans to the total loans outstanding within the respective category.

There were no significant commitments to lend additional funds to borrowers whose loans were on nonaccrual status at December 31, 2021.

As of both December 31, 2021 and December 31, 2020, the composition of nonaccrual loans was 100% residential and consumer.

Nonaccrual residential real estate mortgage loans amounted to $13.6 million at December 31, 2021, up by $1.6 million from the end of 2020. As of December 31, 2021, the balance of nonaccrual residential mortgage loans was predominately secured by properties in Massachusetts, Rhode Island and Connecticut.  Included in total nonaccrual residential real estate loans at December 31, 2021 were four loans purchased for portfolio and serviced by others amounting to $1.2 million.  Management monitors the collection efforts of its third party servicers as part of its assessment of the collectability of nonperforming loans.

Troubled Debt Restructurings

In the course of resolving problem loans, the Corporation may choose to restructure the contractual terms of certain loans. A loan that has been modified or renewed is considered to be a TDR when two conditions are met: 1) the borrower is experiencing financial difficulty and 2) concessions are made for the borrower’s benefit that would not otherwise be considered for a borrower or a transaction with similar credit risk characteristics. The decision to restructure a loan, versus aggressively enforcing the collection of the loan, may benefit the Corporation by increasing the ultimate probability of collection.

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Management's Discussion and Analysis

TDRs are classified as accruing or non-accruing based on management’s assessment of the collectability of the loan.  Loans that are already on nonaccrual status at the time of the restructuring generally remain on nonaccrual status for approximately six months before management considers such loans for return to accruing status.  Accruing restructured loans are placed into nonaccrual status if and when the borrower fails to comply with the restructured terms and management deems it unlikely that the borrower will return to a status of compliance in the near term and full collection of principal and interest is in doubt.

TDRs are reported as such for at least one year from the date of the restructuring.  In years after the restructuring, a TDR is removed from this classification if the restructuring did not involve a below-market rate concession and the loan is performing in accordance with its modified contractual terms for a reasonable period of time.

As of December 31, 2021, there were no significant commitments to lend additional funds to borrowers whose loans had been restructured.

See Note 5 to the Consolidated Financial Statements for disclosure regarding the Corporation’s election to account for eligible loan modifications under Section 4013 of the CARES Act, as amended. Loan modifications that did not qualify for the TDR accounting relief provided under the CARES Act were classified as TDRs.

The following table sets forth information on TDRs as of the dates indicated. The amounts below consist of unpaid principal balance, net of charge-offs and unamortized deferred loan origination fees and costs. Accrued interest is not included in the carrying amounts set forth below.

(Dollars in thousands)December 31, 2021December 31, 2020
CountAmountCountAmount
Accruing TDRs
Commercial:
Commercial real estate4$10,6033$1,792
Commercial & industrial12,79256,814
Total commercial513,39588,606
Residential Real Estate:
Residential real estate42,37283,932
Consumer:
Home equity25613788
Other114
Total consumer25614802
Accruing TDRs1116,3282013,340
Nonaccrual TDRs
Residential Real Estate:
Residential real estate52,74852,273
Consumer:
Home equity171172
Other
Total consumer171172
Nonaccrual TDRs62,81962,345
Total TDRs17$19,14726$15,685

As of December 31, 2021, the composition of TDRs was 70% commercial and 30% residential and consumer, compared to 55% and 45%, respectively, as of December 31, 2020.

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Management's Discussion and Analysis

Commercial TDRs amounted to $13.4 million at December 31, 2021, up by $4.8 million from the end of 2020. This increase reflected the restructuring of one commercial relationship with two loans totaling $9.7 million that did not qualify for additional TDR accounting relief, partially offset by payoffs.

Residential and consumer TDRs amounted to $5.8 million at December 31, 2021, down by $1.3 million from the end of 2020.

The ACL included specific reserves for TDRs of $148 thousand and $159 thousand, respectively, at December 31, 2021 and 2020.

Past Due Loans

The following table presents past due loans by category:

(Dollars in thousands)
December 31,20212020
Amount% (1)Amount% (1)
Commercial:
Commercial real estate$—%$2650.02%
Commercial & industrial33
Total commercial32680.01
Residential Real Estate:
Residential real estate9,6220.5610,3390.70
Consumer:
Home equity7650.311,6670.64
Other210.121180.62
Total consumer7860.301,7850.64
Total past due loans$10,4110.24%$12,3920.30%

(1)Percentage of past due loans to the total loans outstanding within the respective category.

As of December 31, 2021, the composition of past due loans (loans past due 30 days or more) was 100% residential and consumer and 0% commercial, compared to 98% and 2%, respectively, at December 31, 2020. Total past due loans decreased by $2.0 million from the end of 2020.

Total past due loans included $9.4 million of nonaccrual loans as of December 31, 2021, compared to $8.5 million of as of December 31, 2020. All loans 90 days or more past due at December 31, 2021 and 2020 were classified as nonaccrual.

Potential Problem Loans

The Corporation classifies certain loans as “substandard,” “doubtful,” or “loss” based on criteria consistent with guidelines provided by banking regulators.  Potential problem loans include classified accruing commercial loans that were less than 90 days past due at December 31, 2021 and other loans for which known information about possible credit problems of the related borrowers causes management to have doubts as to the ability of such borrowers to comply with the present loan repayment terms and which may result in disclosure of such loans as nonperforming at some time in the future.

Potential problem loans are not included in the amounts of nonaccrual or TDRs presented above.  They are assessed for loss exposure using the methods described in Note 5 to the Consolidated Financial Statements under the caption “Credit Quality Indicators.” Management cannot predict the extent to which economic conditions or other factors may impact borrowers and the potential problem loans.  Accordingly, there can be no assurance that other loans will not

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Management's Discussion and Analysis

become 90 days or more past due, be placed on nonaccrual, become restructured, or require increased allowance coverage and provision for loan losses.

There were no potential problem loans at December 31, 2021, compared to $12.7 million in potential problem loans at September 30, 2021. The balance of potential problem loans at September 30, 2021 consisted of three loans associated with two commercial real estate relationships. In the fourth quarter of 2021, one relationship with two loans was restructured and classified as an accruing TDR; and the second relationship with one loan was paid off.

Allowance for Credit Losses on Loans

The ACL on loans is management’s current estimate of expected credit losses over the expected life of the loans.  The ACL on loans is established through a provision for credit losses recognized in earnings. The ACL on loans is reduced by charge-offs on loans and increased by recoveries of amounts previously charged-off.

The Corporation’s general practice is to identify problem credits early and recognize full or partial charge-offs as promptly as practicable when it is determined that the collection of loan principal is unlikely. Full or partial charge-offs on collateral dependent individually analyzed loans are recognized when the collateral is deemed to be insufficient to support the carrying value of the loan. The Corporation does not recognize a recovery when an updated appraisal indicates a subsequent increase in value.

Appraisals are generally obtained with values determined on an “as is” basis from independent appraisal firms for real estate collateral dependent commercial loans in the process of collection or when warranted by other deterioration in the borrower’s credit status.  New appraisals are generally obtained for TDRs or nonaccrual loans or when management believes it is warranted.  The Corporation has continued to maintain appropriate professional standards regarding the professional qualifications of appraisers and has an internal review process to monitor the quality of appraisals.

For residential real estate loans and real estate collateral dependent consumer loans that are in the process of collection, valuations are obtained from independent appraisal firms with values determined on an “as is” basis.

The following table presents additional detail on the Corporation’s loan portfolio and associated allowance:

(Dollars in thousands)December 31, 2021December 31, 2020
LoansRelated AllowanceAllowance / LoansLoansRelated AllowanceAllowance / Loans
Individually analyzed loans$21,080$6823.24%$18,252$3792.08%
Pooled (collectively evaluated) loans4,251,84538,4060.904,177,73843,7271.05
Total$4,272,925$39,0880.91%$4,195,990$44,1061.05%

Management employs a process and methodology to estimate the ACL on loans that evaluates both quantitative and qualitative factors. The methodology for evaluating quantitative factors consists of two basic components. The first component involves pooling loans into portfolio segments for loans that share similar risk characteristics. The second component involves individually analyzed loans that do not share similar risk characteristics with loans that are pooled into portfolio segments.

The ACL for individually analyzed loans is measured using a discounted cash flow (“DCF”) method based upon the loan’s contractual effective interest rate, or at the loan’s observable market price, or, if the loan was collateral dependent, at the fair value of the collateral.

The ACL for pooled loans is measured utilizing a DCF methodology to estimate credit losses for each pooled portfolio segment. The methodology incorporates the probability of default and loss given default framework. Loss given default is estimated based on historical credit loss experience. Probability of default is estimated using a regression model that incorporates econometric factors. Management utilizes forecasted econometric factors with a one-year reasonable and supportable forecast period and one-year straight-line reversion period in order to estimate the probability of default for each loan portfolio segment. The DCF methodology combines the probability of default, the

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Management's Discussion and Analysis

loss given default, prepayment speeds and remaining life of the loan to estimate a reserve for each loan. The sum of all the loan level reserves are aggregated for each portfolio segment and a loss rate factor is derived. Quantitative loss factors for pooled loans are also supplemented by certain qualitative risk factors reflecting management’s view of how losses may vary from those represented by quantitative loss rates.

The ACL on loans amounted to $39.1 million at December 31, 2021, down by $5.0 million, or 11%, from the balance at December 31, 2020. The ACL on loans as a percentage of total loans, also known as the reserve coverage ratio, was 0.91% at December 31, 2021, compared to 1.05% at December 31, 2020.

A negative provision for credit losses (or a benefit) of $4.8 million was recognized in earnings in 2021, compared to a positive provision for credit losses (or a charge) of $12.3 million charged to earnings in 2020. The reduction in the provision for credit losses and the related ACL in 2021 reflected improvements in forecasted economic conditions, a downward trend in loan loss rates and relatively stable asset quality metrics. The higher credit loss provisioning in 2020 was attributable to the negative impact of the emergence of the COVID-19 pandemic on economic conditions.

Net charge-offs totaled $417 thousand, or 0.01% of average loans, in 2021, compared to net charge-offs of $1.1 million, or 0.03% of average loans, in 2020.

The ACL on loans is an estimate and ultimate losses may vary from management’s estimate. Deteriorating conditions or assumptions could lead to further increases in the ACL on loans; conversely, improving conditions or assumptions could lead to further reductions in the ACL on loans.

The following table presents the allocation of the ACL on loans by portfolio segment. The total ACL on loans is available to absorb losses from any segment of the loan portfolio.

(Dollars in thousands)December 31, 2021December 31, 2020
Allocated ACLACL to LoansLoans to Total Portfolio (1)Allocated ACLACL to LoansLoans to Total Portfolio (1)
Commercial:
Commercial real estate$18,9331.16%38%$22,0651.35%39%
Commercial & industrial10,8321.691512,2281.5019
Total commercial29,7651.315334,2931.4058
Residential Real Estate:
Residential real estate7,8600.46408,0420.5535
Consumer:
Home equity1,0690.4361,3000.506
Other3942.2314712.471
Total consumer1,4630.5571,7710.647
Total allowance for credit losses on loans at end of period$39,0880.91%100%$44,1061.05%100%

(1)Percentage of loans outstanding in respective category to total loans outstanding.

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Management's Discussion and Analysis

The following table reflects the activity in the ACL on loans during the years presented:

(Dollars in thousands)
December 31,202120202019
Balance at beginning of period$44,106$27,014$27,072
Adoption of ASC 3266,501
Charge-offs:
Commercial:
Commercial real estate3561,028
Commercial & industrial30758621
Total commercial3079421,049
Residential real estate:
Residential real estate10799486
Consumer:
Home equity183224390
Other665295
Total consumer249276485
Total charge-offs6631,3172,020
Recoveries:
Commercial:
Commercial real estate51125
Commercial & industrial4124168
Total commercial4175293
Residential real estate:
Residential real estate8920
Consumer:
Home equity915272
Other252522
Total consumer1167794
Total recoveries246172387
Net charge-offs4171,1451,633
Provision charged to earnings(4,601)11,7361,575
Balance at end of period$39,088$44,106$27,014
Net charge-offs to average loans0.01%0.03%0.04%

Effective January 1, 2020, Washington Trust adopted ASC 326, which requires that the ACL be calculated based on current expected credit losses over the full remaining expected life of the loans and also consider expected future changes in macroeconomic conditions. The provisions of ASC 326 were adopted using the modified retrospective method. Therefore, information prior to January 1, 2020 in the table above has not been adjusted and continues to be reported under the GAAP in effect prior to the adoption of ASC 326.

Sources of Funds

Our sources of funds include deposits, brokered time deposits, FHLB advances, other borrowings and proceeds from the sales, maturities and payments of loans and investment securities.  The Corporation uses funds to originate and purchase loans, purchase investment securities, conduct operations, expand the branch network and pay dividends to shareholders.

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Management's Discussion and Analysis

Deposits

The Corporation offers a wide variety of deposit products to consumer and business customers.  Deposits provide an important source of funding for the Bank, as well as an ongoing stream of fee revenue.

The Bank is a participant in the Demand Deposit Marketplace program, Insured Cash Sweep program and the Certificate of Deposit Account Registry Service program. The Bank uses these deposit sweep services to place customer and client funds into interest-bearing demand accounts, money market accounts, and/or time deposits issued by other participating banks. Customer and client funds are placed at one or more participating banks to ensure that each deposit customer is eligible for the full amount of FDIC insurance. As a program participant, we receive reciprocal amounts of deposits from other participating banks. We consider these reciprocal deposit balances to be in-market deposits as distinguished from traditional out-of-market wholesale brokered deposits.

The following table presents a summary of deposits:

(Dollars in thousands)Change
December 31,20212020$%
Noninterest-bearing demand deposits$945,229$832,287$112,94214%
Interest-bearing demand deposits251,032174,29076,74244
NOW accounts867,138698,706168,43224
Money market accounts1,072,864910,167162,69718
Savings accounts555,177466,50788,67019
Time deposits (in-market)773,383704,85568,52810
Total in-market deposits4,464,8233,786,812678,01118
Wholesale brokered time deposits515,228591,541(76,313)(13)
Total deposits$4,980,051$4,378,353$601,69814%

Total deposits amounted to $5.0 billion at December 31, 2021, up by $601.7 million, or 14%, in 2021. The Bank estimates, in accordance with regulatory reporting requirements, that its uninsured deposits amounted to $1.3 billion at December 31, 2021.

Included in total deposits were out-of-market brokered time deposits totaling $515.2 million at December 31, 2021, down by $76.3 million, or 13% in 2021. Excluding out-of-market brokered time deposits, in-market deposits were up by $678.0 million, or 18%, from the balance at December 31, 2020, with growth across all deposit categories. In-market deposit balances have benefited from federal government stimulus programs issued in response to the COVID-19 pandemic.

The following table presents the amount of time certificates of deposit in denominations of $250 thousand or more at December 31, 2021, maturing during the periods indicated:

(Dollars in thousands)
Three months or less$26,130
Over three months to six months29,468
Over six months to 12 months60,148
Over 12 months68,540
Total time deposits$184,286

Borrowings

Borrowings primarily consist of FHLB advances, which are used as a source of funding for liquidity and interest rate risk management purposes.

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Management's Discussion and Analysis

FHLB advances totaled $145.0 million at December 31, 2021, down by $448.9 million from the balance at the end of 2020, as lower levels of wholesale funding were needed given the in-market deposits increase. See additional disclosure regarding the prepayment of certain FHLB advances and the recognition of debt prepayment penalties under the caption “Noninterest Expense” within the Results of Operations section.

For additional information regarding FHLB advances see Note 12 to the Consolidated Financial Statements.

Liquidity and Capital Resources

Liquidity Management

Liquidity is the ability of a financial institution to meet maturing liability obligations and customer loan demand.  The Corporation’s primary source of liquidity is in-market deposits, which funded approximately 70% of total average assets in 2021.  While the generally preferred funding strategy is to attract and retain low-cost deposits, the ability to do so is affected by competitive interest rates and terms in the marketplace.  Other sources of funding include discretionary use of purchased liabilities (e.g., FHLB term advances and brokered time deposits), cash flows from the investment securities portfolios and loan repayments.  Securities designated as available for sale may also be sold in response to short-term or long-term liquidity needs, although management has no intention to do so at this time.

The Corporation has a detailed liquidity funding policy and a contingency funding plan that provide for the prompt and comprehensive response to unexpected demands for liquidity.  Management employs stress testing methodology to estimate needs for contingent funding that could result from unexpected outflows of funds in excess of “business as usual” cash flows.  In management’s estimation, risks are concentrated in two major categories: (1) runoff of in-market deposit balances; and (2) unexpected drawdown of loan commitments.  Of the two categories, potential runoff of deposit balances would have the most significant impact on contingent liquidity.  Our stress test scenarios, therefore, emphasize attempts to quantify deposits at risk over selected time horizons.  In addition to these unexpected outflow risks, several other “business as usual” factors enter into the calculation of the adequacy of contingent liquidity including: (1) payment proceeds from loans and investment securities; (2) maturing debt obligations; and (3) maturing time deposits.  The Corporation has established collateralized borrowing capacity with the FRBB and also maintains additional collateralized borrowing capacity with the FHLB in excess of levels used in the ordinary course of business. Borrowing capacity is impacted by the amount and type of assets available to be pledged.

The table below presents unused funding capacity by source as of the dates indicated:

(Dollars in thousands)
December 31,20212020
Additional Funding Capacity:
Federal Home Loan Bank of Boston (1)$1,642,377$969,735
Federal Reserve Bank of Boston (2)16,91920,678
Unencumbered investment securities702,963594,998
Total$2,362,259$1,585,411

(1)As of December 31, 2021 and 2020, loans with a carrying value of $2.2 billion and $2.1 billion, respectively, and securities available for sale with a carrying value of $163.2 million and $128.6 million, respectively, were pledged to the FHLB resulting in this additional borrowing capacity.

(2)As of December 31, 2021 and 2020, loans with a carrying value of $8.2 million and $12.6 million, respectively. and securities available for sale with a carrying value of $13.5 million and $14.9 million, respectively, were pledged to the FRBB resulting in this additional unused borrowing capacity.

In addition to the amounts presented above, the Bank also had access to a $40.0 million unused line of credit with the FHLB.

The ALCO establishes and monitors internal liquidity measures to manage liquidity exposure.  Liquidity remained within target ranges established by the ALCO during 2021.  Based on its assessment of the liquidity considerations described above, management believes the Corporation’s sources of funding meet anticipated funding needs.

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Management's Discussion and Analysis

Net cash provided by operating activities amounted to $100.8 million in 2021 reflecting net income of $76.9 million and mortgage banking related adjustments to reconcile net income to net cash provided by operating activities. Net cash used in investing activities totaled $240.9 million in 2021, reflecting outflows to fund purchases of debt securities, as well as an increase in and purchases of loans. These outflows were partially offset by net inflows from maturities, calls and principal payments of securities. In 2021, net cash provided by financing activities amounted to $116.3 million, with growth in deposits, partially offset by a net decrease in FHLB advances and the payment of dividends to shareholders.

See the Consolidated Statements of Cash Flows for further information about sources and uses of cash.

Capital Resources

Total shareholders’ equity amounted to $564.8 million at December 31, 2021, up by $30.6 million from December 31, 2020. This increase included net income of $76.9 million, partially offset by $36.8 million in dividend declarations. The Corporation declared dividends of $2.10 per share in 2021, representing an increase of 5 cent per share, or 2%, over last year. The dividend payout ratio (dividends declared per share to diluted earnings per share) was 47.84% in 2021, compared to 51.25% in 2020.

Changes in shareholders’ equity also included a net decrease of $12.6 million in the AOCI component of shareholders’ equity. The net decrease in AOCI reflected a temporary decrease in the fair value of available for sale debt securities, partially offset by a $4.5 million increase associated with the annual remeasurement of pension plan liabilities. The increase associated with the annual remeasurement of pension liabilities was largely due to an increase in the discount rate used to measure the present value of pension plan liabilities, resulting from a rise in market interest rates in 2021.

The ratio of total equity to total assets amounted to 9.65% at December 31, 2021, compared to a ratio of 9.35% at December 31, 2020.  Book value per share was $32.59 at December 31, 2021, compared to $30.94 at December 31, 2020.

The Bancorp and the Bank are subject to various regulatory capital requirements and are considered “well capitalized,” with a total risk-based capital ratio of 14.01% at December 31, 2021, compared to 13.51% at December 31, 2020. See Note 13 to the Consolidated Financial Statements for additional discussion of regulatory capital requirements and the Corporation’s election of the option provided by regulatory guidance to delay the estimated impact of ASC 326 on regulatory capital.

Contractual Obligations and Commitments

The Corporation has entered into numerous contractual obligations and commitments.  The following tables summarize our contractual cash obligations and other commitments at December 31, 2021:

(Dollars in thousands)Payments Due by Period
TotalLess Than 1 Year (1)1-3 Years3-5 YearsAfter 5 Years
Contractual Obligations:
FHLB advances (2)$145,000$110,000$35,000$—$—
Junior subordinated debentures22,68122,681
Operating leases36,4983,9577,5095,26319,769
Third party application processing19,3986,7269,5023,069101
Total contractual obligations$223,577$120,683$52,011$8,332$42,551

(1)Maturities or contractual obligations are considered by management in the administration of liquidity and are routinely refinanced in the ordinary course of business.

(2)All FHLB advances are shown in the period corresponding to their scheduled maturity. See Note 12 to the Consolidated Financial Statements for additional information.

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Management's Discussion and Analysis

(Dollars in thousands)Amount of Commitment Expiration – Per Period
TotalLess Than 1 Year1-3 Years3-5 YearsAfter 5 Years
Other Commitments:
Commitments to extend credit$1,006,620$344,823$81,874$128,802$451,121
Standby letters of credit11,84411,702142
Mortgage loan commitments (1):
Interest rate lock commitments49,80049,800
Forward sale commitments103,626103,626
Loan related derivative contracts (1):
Interest rate swaps with customers1,022,38862,370193,641227,608538,769
Mirror swaps with counterparties1,022,38862,370193,641227,608538,769
Risk participation-in agreements163,20721,67436,472105,061
Interest rate risk management contracts (1):
Interest rate swaps320,00020,000300,000
Total commitments$3,699,873$634,691$510,972$920,490$1,633,720

(1)Amounts presented represent notional amounts.

For additional information on derivative financial instruments and financial instruments with off-balance sheet risk see Notes 14 and 22 to the Consolidated Financial Statements.

Asset/Liability Management and Interest Rate Risk

Interest rate risk is the risk of loss to future earnings due to changes in interest rates.  The ALCO is responsible for establishing policy guidelines on liquidity and acceptable exposure to interest rate risk.  Periodically, the ALCO reports on the status of liquidity and interest rate risk matters to the Bank’s Board of Directors. The objective of the ALCO is to manage assets and funding sources to produce results that are consistent with the Corporation’s liquidity, capital adequacy, growth, risk and profitability goals.

The Corporation utilizes the size and duration of the investment securities portfolio, the size and duration of the wholesale funding portfolio, off-balance sheet interest rate contracts and the pricing and structure of loans and deposits, to manage interest rate risk. The off-balance sheet interest rate contracts may include interest rate swaps, caps and floors.  These interest rate contracts involve, to varying degrees, credit risk and interest rate risk.  Credit risk is the possibility that a loss may occur if a counterparty to a transaction fails to perform according to terms of the contract.  The notional amount of the interest rate contracts is the amount upon which interest and other payments are based.  The notional amount is not exchanged, and therefore, should not be taken as a measure of credit risk. See Notes 14 and 22 to the Consolidated Financial Statements for additional information.

The ALCO uses income simulation to measure interest rate risk inherent in the Corporation’s on-balance sheet and off-balance sheet financial instruments at a given point in time by showing the effect of interest rate shifts on net interest income over a 12-month horizon, a 13- to 24-month horizon and a 60-month horizon.  The simulations assume that the size and general composition of the Corporation’s balance sheet remain static over the simulation horizons, with the exception of certain deposit mix shifts from low-cost core savings to higher-cost time deposits in selected interest rate scenarios.  Additionally, the simulations take into account the specific repricing, maturity, call options, and prepayment characteristics of differing financial instruments that may vary under different interest rate scenarios.  The characteristics of financial instrument classes are reviewed periodically by the ALCO to ensure their accuracy and consistency.

The ALCO reviews simulation results to determine whether the Corporation’s exposure to a decline in net interest income remains within established tolerance levels over the simulation horizons and to develop appropriate strategies to manage this exposure.  As of December 31, 2021 and 2020, net interest income simulations indicated that exposure to changing interest rates over the simulation horizons remained within tolerance levels established by the Corporation.

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Management's Discussion and Analysis

All changes are measured in comparison to the projected net interest income that would result from an “unchanged” rate scenario where both interest rates and the composition of the Corporation’s balance sheet remain stable for a 60-month period.  In addition to measuring the change in net interest income as compared to an unchanged rate scenario, the ALCO also measures the trend of both net interest income and NIM over a 60-month horizon to ensure the stability and adequacy of this source of earnings in different interest rate scenarios.

The ALCO regularly reviews a wide variety of interest rate shift scenario results to evaluate interest rate risk exposure, including scenarios showing the effect of steepening or flattening changes in the yield curve of up to 500 basis points, as well as parallel changes in interest rates of up to 400 basis points.  Because income simulations assume that the Corporation’s balance sheet will remain static over the simulation horizon, the results do not reflect adjustments in strategy that the ALCO could implement in response to rate shifts.

The following table sets forth the estimated change in net interest income from an unchanged rate scenario over the periods indicated for parallel changes in market interest rates using the Corporation’s on- and off-balance sheet financial instruments as of December 31, 2021 and 2020.  Interest rates are assumed to shift by a parallel 100, 200 or 300 basis points upward or 100 basis points downward over a 12-month period, except for core savings deposits, which are assumed to shift by lesser amounts due to their relative historical insensitivity to market interest rate movements.  Further, deposits are assumed to have certain minimum rate levels below which they will not fall.  It should be noted that the rate scenarios shown do not necessarily reflect the ALCO’s view of the “most likely” change in interest rates over the periods indicated.

December 31, 2021December 31, 2020
Months 1-12Months 13-24Months 1-12Months 13-24
100 basis point rate decrease(1.32)%(5.42)%(2.05)%(4.73)%
100 basis point rate increase3.343.915.567.89
200 basis point rate increase6.878.1811.0015.05
300 basis point rate increase10.3211.7216.4721.15

The ALCO estimates that the negative exposure of net interest income to falling rates as compared to an unchanged rate scenario results from a more rapid decline in earning asset yields compared to rates paid on deposits.  If market interest rates were to fall and remain lower for a sustained period, certain core savings and time deposit rates could decline more slowly and by a lesser amount than other market interest rates.  Asset yields would likely decline more rapidly than deposit costs as current asset holdings mature or reprice, since cash flow from mortgage-related prepayments and redemption of callable securities would increase as market interest rates fall.

The overall positive exposure of net interest income to rising rates as compared to an unchanged rate scenario results from a more rapid projected relative rate of increase in asset yields than funding costs over the near term.  For simulation purposes, deposit rate changes are anticipated to lag behind other market interest rates in both timing and magnitude.  The ALCO’s estimate of interest rate risk exposure to rising rate environments, including those involving changes to the shape of the yield curve, incorporates certain assumptions regarding the shift in deposit balances from low-cost core savings categories to higher-cost deposit categories, which has characterized a shift in funding mix during the past rising interest rate cycles.

The relative change in interest rate sensitivity from December 31, 2020 as shown in the above table was largely attributable to an interest rate swap designated as a cash flow hedge that was executed in the second quarter of 2021 to hedge the interest rate risk associated with a pool of variable rate commercial loans. The receive-fixed, pay-floating interest rate swap reduced the positive exposure to rising rates, while it will enhance earnings in the current rate environment and mitigate risk in declining rate scenarios. The interest rate swap effectively fixes a portion of variable rate loan assets. A higher level of longer-term fixed rate assets at December 31, 2021 as compared to December 31, 2020 has also contributed to the reduction in the positive exposure to rising rates as they would not reprice upward in a rising rate environment.

While the ALCO reviews and updates simulation assumptions and also periodically back-tests the simulation results to ensure that the assumptions are reasonable and current, income simulation may not always prove to be an accurate

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Management's Discussion and Analysis

indicator of interest rate risk or future NIM.  Over time, the repricing, maturity and prepayment characteristics of financial instruments and the composition of the Corporation’s balance sheet may change to a different degree than estimated.  Simulation modeling assumes a static balance sheet, with the exception of certain modeled deposit mix shifts from low-cost core savings deposits to higher-cost time deposits in rising rate scenarios as noted above.

As market interest rates have declined, the banking industry has attracted low-cost core savings deposits. The ALCO recognizes that a portion of these increased levels of low-cost balances could shift into higher yielding alternatives in the future, particularly if interest rates rise and as confidence in financial markets strengthens, and has modeled deposit shifts out of these low-cost categories into higher-cost alternatives in the rising rate simulation scenarios presented above.  Deposit balances may also be subject to possible outflow to non-bank alternatives in a rising rate environment, which may cause interest rate sensitivity to differ from the results as presented. Another significant simulation assumption is the sensitivity of core savings deposits to fluctuations in interest rates. Income simulation results assume that changes in both core savings deposit rates and balances are related to changes in short-term interest rates. The relationship between short-term interest rate changes and core deposit rate and balance changes may differ from the ALCO’s estimates used in income simulation.

It should also be noted that the static balance sheet assumption does not necessarily reflect the Corporation’s expectation for future balance sheet growth, which is a function of the business environment and customer behavior.

Mortgage-backed securities and residential real estate loans involve a level of risk that unforeseen changes in prepayment speeds may cause related cash flows to vary significantly in differing rate environments.  Such changes could affect the level of reinvestment risk associated with cash flow from these instruments, as well as their market value.  Changes in prepayment speeds could also increase or decrease the amortization of premium or accretion of discounts related to such instruments, thereby affecting interest income.

The Corporation also monitors the potential change in market value of its available for sale debt securities in changing interest rate environments.  The purpose is to determine market value exposure that may not be captured by income simulation, but which might result in changes to the Corporation’s capital position.  Results are calculated using industry-standard analytical techniques and securities data.

The following table summarizes the potential change in market value of the Corporation’s available for sale debt securities of December 31, 2021 and 2020 resulting from immediate parallel rate shifts:

(Dollars in thousands)
Security TypeDown 100 Basis PointsUp 200 Basis Points
Obligations of U.S. government-sponsored enterprise securities (callable)$610($28,698)
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises8,199(90,747)
Trust preferred debt and other corporate debt securities1,357(60)
Total change in market value as of December 31, 2021$10,166($119,505)
Total change in market value as of December 31, 2020$13,481($69,538)

Critical Accounting Policies and Estimates

Estimates and assumptions are necessary in the application of certain accounting policies and procedures and can be susceptible to significant change. Critical accounting policies are defined as those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the Corporation’s financial condition or results of operations. Management considers its accounting policy relating to the allowance for credit losses on loans to be a critical accounting policy.

Allowance for Credit Losses on Loans

The ACL on loans is management’s estimate, at the reporting date, of expected credit losses over the expected life of the loan portfolio. The ACL on loans is established through a provision for credit losses recognized in the

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Management's Discussion and Analysis

Consolidated Statements of Income. Additionally, the ACL on loans is reduced by charge-offs on loans and increased by recoveries of amounts previously charged-off. At December 31, 2021 the ACL on loans totaled $39.1 million, compared to $44.1 million at December 31, 2020. A significant portion of our ACL is allocated to the commercial portfolio (both CRE and C&I). As of December 31, 2021 and 2020, the ACL allocated to the total commercial portfolio was $29.8 million and $34.3 million, respectively.

Management employs a process and methodology to estimate the ACL on loans that evaluates both quantitative and qualitative factors. The methodology for evaluating quantitative factors consists of two basic components; pooling loans into portfolio segments for loans that share similar risk characteristics and identifying individually analyzed loans that do not share similar risk characteristics with loans that are pooled into portfolio segments.

For pooled loan portfolio segments, the Corporation utilizes a DCF methodology to estimate credit losses over the expected life of the loan. The methodology incorporates a probability of default and loss given default framework. Loss given default is estimated based on historical credit loss experience. Probability of default is estimated utilizing a regression model that incorporates econometric factors. The model utilizes forecasted econometric factors with a one-year reasonable and supportable forecast period and one-year straight-line reversion period in order to estimate the probability of default for each loan portfolio segment. The DCF methodology combines the probability of default, the loss given default, prepayment speeds and the remaining life of the loan to estimate a reserve for each loan.

The ACL for individually analyzed loans is measured using a DCF method based upon the loan’s contractual effective interest rate, or at the loan’s observable market price, or, if the loan was collateral dependent, at the fair value of the collateral.

Quantitative loss factors are also supplemented by certain qualitative risk factors reflecting management’s view of how losses may vary from those represented by quantitative loss rates. Qualitative loss factors are applied to each portfolio segment with the amounts determined by historical loan charge-offs of a peer group of similar-sized regional banks.

Because the methodology is based upon historical experience and trends, current economic data, reasonable and supportable forecasts, as well as management’s judgment, factors may arise that result in different estimations. Deteriorating conditions or assumptions could lead to further increases in the ACL on loans; conversely, improving conditions or assumptions could lead to further reductions in the ACL on loans.

In estimating the ACL on loans, management considers the sensitivity of the model and significant judgments and assumptions that could result in an amount that is materially different from management’s estimate. Given the concentration of ACL allocation to the total commercial portfolio and the significant judgments made by management in deriving the qualitative loss factors, management analyzed the impact that changes in judgments could have. The range of impact was an ACL allocated to the total commercial loan portfolio between $16.0 million and $47.9 million at December 31, 2021. The sensitivity and related range of impact is a hypothetical analysis and is not intended to represent management’s judgments or assumptions of qualitative loss factors that were utilized at December 31, 2021 in estimation of the ACL on loans recognized on the Consolidated Balance Sheet.

If the assumptions underlying the determination of the ACL prove to be incorrect, the ACL may not be sufficient to cover actual loan losses and an increase to the ACL may be necessary to allow for different assumptions or adverse developments. In addition, a problem with one or more loans could require a significant increase to the ACL.

Recently Issued Accounting Pronouncements

See Note 2 to the Consolidated Financial Statements for details of recently issued accounting pronouncements and their expected impact on the Corporation’s financial statements.