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.

Selected Fundamentals

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.

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.

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.

Financial Charts

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.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

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.

-41-

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.

-42-

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,

2026

2025

Adjusted Noninterest Income:

Noninterest income, as reported

$17,303 

$22,643 

Less adjustments:

Gain on sale of bank-owned properties, net

— 

6,994 

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 charge

— 

6,436 

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-tax

— 

558 

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 adjustments

— 

141 

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 adjustments

—

0.1

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-tax

— 

417 

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.

-43-

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,

2026

2025

Adjusted Diluted Earnings per Common Share:

Diluted earnings per common share, as reported (1)

$0.66 

$0.63 

Less: impact of total adjustments

— 

0.02 

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,

2026

2025

Adjusted Return on Average Assets (1):

Net income, as reported

$12,600 

$12,179 

Less: total adjustments, after-tax

— 

417 

Adjusted net income (non-GAAP)

12,600 

11,762 

Total average assets, as reported

6,566,686 

6,765,057 

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-tax

— 

417 

Adjusted net income (non-GAAP)

12,600 

11,762 

Total average equity, as reported

553,374 

513,048 

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,

2026

2025

$

%

Net interest income

$40,525 

$36,422 

$4,103 

11

%

Noninterest income

17,303 

22,643 

(5,340)

(24)

Total revenues

57,828 

59,065 

(1,237)

(2)

Provision for credit losses

4,000 

1,200 

2,800 

233 

Noninterest expense

37,765 

42,196 

(4,431)

(11)

Income before income taxes

16,063 

15,669 

394 

3 

Income tax expense

3,463 

3,490 

(27)

(1)

Net income

$12,600 

$12,179 

$421 

3

%

Adjusted net income (non-GAAP)

$12,600 

$11,762 

$838 

7

%

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 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 the first quarter of 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.

Excluding these items, adjusted net income (non-GAAP) for the three months ended March 31, 2026 was $12.6 million, compared to $11.8 million for the same period in 2025, up by $838 thousand, or 7%. These results reflected higher net interest income, as well as growth in wealth manage

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

Latest 10-K MD&A

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. 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.

-31-

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,

2025

2024

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, net

6,994 

988 

Litigation settlement income

— 

2,100 

Total adjustments, pre-tax

6,994 

(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 charge

6,436 

— 

Total adjustments, pre-tax

6,436 

— 

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-tax

558 

(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 adjustments

141 

(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 adjustments

—

6.2

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-tax

417 

(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-tax

417 

(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.

-32-

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,

2025

2024

Adjusted Diluted Earnings per Common Share:

Diluted earnings (loss) per common share, as reported (1)

$2.71 

($1.63)

Less: impact of adjustments

0.02 

(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 reported

2.71 

(1.63)

Less: impact of adjustments

0.02 

(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,

2025

2024

Adjusted Return on Average Assets:

Net (loss) income, as reported

$52,244 

($28,059)

Less: adjustments, after-tax

417 

(68,927)

Adjusted net income (non-GAAP)

51,827 

40,868 

Total average assets, as reported

6,698,401 

7,181,162 

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-tax

417 

(68,906)

Adjusted net income available to common shareholders (non-GAAP)

51,827 

40,868 

Total average equity, as reported

526,717 

479,777 

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.

-33-

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,

2025

2024

$

%

Net interest income

$153,188 

$128,448 

$24,740 

19

%

Noninterest income (loss)

75,860 

(27,797)

103,657 

373 

Total revenues

229,048 

100,651 

128,397 

128 

Provision for credit losses

9,200 

2,400 

6,800 

283 

Noninterest expense

152,435 

137,069 

15,366 

11 

Income (loss) before income taxes

67,413 

(38,818)

106,231 

274 

Income tax expense (benefit)

15,169 

(10,759)

25,928 

241 

Net income (loss)

$52,244 

($28,059)

$80,303 

286

%

Adjusted net income (non-GAAP)

$51,827 

$40,868 

$10,959 

27

%

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.

-34-

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,

2025

2024

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 assets

0.78

%

(0.39

%)

Adjusted return on average assets (non-GAAP)

0.77

%

0.57

%

Return on average equity

9.92

%

(5.84

%)

Adjusted return on average equity (non-GAAP)

9.84

%

8.52

%

-35-

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,

2025

2024

Change

(Dollars in thousands)

Average Balance

Interest

Yield/ Rate

Average Balance

Interest

Yield/ Rate

Average Balance

Interest

Yield/ Rate

Assets:

Cash and short-term investments

$136,515 

$5,788 

4.24

%

$129,119 

$6,977 

5.40

%

$7,396 

($1,189)

(1.16

%)

Mortgage loans held for sale

50,609 

2,548 

5.03 

34,040 

1,775 

5.21 

16,569 

773 

(0.18)

Taxable debt securities

1,059,255 

36,529 

3.45 

1,118,092 

27,850 

2.49 

(58,837)

8,679 

0.96 

Nontaxable debt securities

650 

32 

4.92 

185 

9 

4.86 

465 

23 

0.06 

Total securities

1,059,905 

36,561 

3.45 

1,118,277 

27,859 

2.49 

(58,372)

8,702 

0.96 

FHLB stock

40,088 

3,370 

8.41 

57,286 

4,771 

8.33 

(17,198)

(1,401)

0.08 

Commercial real estate

2,162,523 

124,597 

5.76 

2,145,496 

135,323 

6.31 

17,027 

(10,726)

(0.55)

Commercial & industrial

550,955 

32,336 

5.87 

583,827 

37,623 

6.44 

(32,872)

(5,287)

(0.57)

Total commercial

2,713,478 

156,933 

5.78 

2,729,323 

172,946 

6.34 

(15,845)

(16,013)

(0.56)

Residential real estate

2,091,742 

92,211 

4.41 

2,537,903 

105,253 

4.15 

(446,161)

(13,042)

0.26 

Home equity

303,202 

20,693 

6.82 

302,980 

21,136 

6.98 

222 

(443)

(0.16)

Other

16,849 

844 

5.01 

18,277 

882 

4.83 

(1,428)

(38)

0.18 

Total consumer

320,051 

21,537 

6.73 

321,257 

22,018 

6.85 

(1,206)

(481)

(0.12)

Total loans

5,125,271 

270,681 

5.28 

5,588,483 

300,217 

5.37 

(463,212)

(29,536)

(0.09)

Total interest-earning assets

6,412,388 

318,948 

4.97 

6,927,205 

341,599 

4.93 

(514,817)

(22,651)

0.04 

Noninterest-earning assets

286,013 

253,957 

32,056 

Total assets

$6,698,401 

$7,181,162 

($482,761)

Liabilities and Shareholders’ Equity:

Interest-bearing demand deposits

$678,515 

$25,005 

3.69

%

$550,652 

$24,156 

4.39

%

$127,863 

$849 

(0.70

%)

NOW accounts

672,808 

1,423 

0.21 

701,989 

1,572 

0.22 

(29,181)

(149)

(0.01)

Money market accounts

1,196,803 

38,273 

3.20 

1,127,960 

42,710 

3.79 

68,843 

(4,437)

(0.59)

Savings accounts

677,064 

12,010 

1.77 

489,998 

3,704 

0.76 

187,066 

8,306 

1.01 

Time deposits (in-market)

1,213,692 

44,727 

3.69 

1,172,500 

47,595 

4.06 

41,192 

(2,868)

(0.37)

Interest-bearing in-market deposits

4,438,882 

121,438 

2.74 

4,043,099 

119,737 

2.96 

395,783 

1,701 

(0.22)

Wholesale brokered time deposits

48,703 

2,457 

5.04 

504,638 

26,361 

5.22 

(455,935)

(23,904)

(0.18)

Total interest-bearing deposits

4,487,585 

123,895 

2.76 

4,547,737 

146,098 

3.21 

(60,152)

(22,203)

(0.45)

FHLB advances

885,668 

39,635 

4.48 

1,312,391 

64,539 

4.92 

(426,723)

(24,904)

(0.44)

Junior subordinated debentures

22,681 

1,373 

6.05 

22,681 

1,593 

7.02 

— 

(220)

(0.97)

Total interest-bearing liabilities

5,395,934 

164,903 

3.06 

5,882,809 

212,230 

3.61 

(486,875)

(47,327)

(0.55)

Noninterest-bearing demand deposits

633,193 

664,557 

(31,364)

Other liabilities

142,557 

154,019 

(11,462)

Shareholders’ equity

526,717 

479,777 

46,940 

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 spread

1.91

%

1.32

%

0.59

%

Net interest margin

2.40

%

1.87

%

0.53

%

-36-

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,

2025

2024

Change

Commercial loans

$858 

$916 

($58)

Nontaxable debt securities

2 

1 

1 

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.

-37-

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. 2024

Volume

Rate

Net Change

Interest on interest-earning assets:

Cash and short-term investments

$380 

($1,569)

($1,189)

Mortgage loans held for sale

836 

(63)

773 

Taxable debt securities

(1,536)

10,215 

8,679 

Nontaxable debt securities

23 

— 

23 

Total securities

(1,513)

10,215 

8,702 

FHLB stock

(1,446)

45 

(1,401)

Commercial real estate

1,074 

(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 equity

16 

(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 deposits

5,074 

(4,225)

849 

NOW accounts

(71)

(78)

(149)

Money market accounts

2,499 

(6,936)

(4,437)

Savings accounts

1,854 

6,452 

8,306 

Time deposits (in-market)

1,616 

(4,484)

(2,868)

Interest-bearing in-market deposits

10,972 

(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,

2025

2024

$

%

Provision for credit losses on loans

$9,500 

$2,900 

$6,600 

228

%

Provision for credit losses on unfunded commitments

(300)

(500)

200 

40

Provision for credit losses

$9,200 

$2,400 

$6,800 

283

%

-38-

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,

2025

2024

$

%

Noninterest income:

Wealth management revenues

$41,236 

$39,054 

$2,182 

6

%

Mortgage banking revenues

12,089 

10,981 

1,108 

10 

Card interchange fees

5,136 

4,996 

140 

3 

Service charges on deposit accounts

3,236 

3,032 

204 

7 

Loan related derivative income

2,129 

467 

1,662 

356 

Income from bank-owned life insurance

3,349 

3,041 

308 

10 

Realized losses on securities, net

— 

(31,047)

31,047 

100 

Losses on the sale of portfolio loans, net

— 

(62,888)

62,888 

100 

Gain on sale of bank-owned properties, net

6,994 

988 

6,006 

608 

Other income

1,691 

3,579 

(1,888)

(53)

Total noninterest income (loss)

$75,860 

($27,797)

$103,657 

373

%

Adjusted noninterest income (non-GAAP)

$68,866 

$63,050 

$5,816 

9

%

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,

2025

2024

$

%

Wealth management revenues:

Asset-based revenues

$40,570 

$38,008 

$2,562 

7

%

Transaction-based revenues

666 

1,046 

(380)

(36)

Total wealth management revenues

$41,236 

$39,054 

$2,182 

6

%

-39-

Management's Discussion and Analysis

The following table presents wealth management AUA balances:

(Dollars in thousands)

2025

2024

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,

2025

2024

$

%

Mortgage banking revenues:

Realized gains on loan sales, net (1)

$9,909 

$8,776 

$1,133 

13

%

Changes in fair value, net (2)

72 

(1)

73 

7,300 

Loan servicing fee income, net (3)

2,108 

2,206 

(98)

(4)

Total mortgage banking revenues

$12,089 

$10,981 

$1,108 

10

%

Loans sold to the secondary market (4)

$476,729 

$416,141 

$60,588 

15

%

(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.

-40-

Management's Discussion and Analysis

Noninterest Expense

The following table presents noninterest expense comparisons:

(Dollars in thousands)

Change

Years Ended December 31,

2025

2024

$

%

Noninterest expense:

Salaries and employee benefits

$91,768 

$86,260 

$5,508 

6

%

Outsourced services

16,937 

16,258 

679 

4 

Net occupancy

10,736 

9,785 

951 

10 

Equipment

3,590 

3,838 

(248)

(6)

Legal, audit and professional fees

2,862 

3,128 

(266)

(9)

FDIC deposit insurance costs

4,580 

5,513 

(933)

(17)

Advertising and promotion

2,919 

2,626 

293 

11 

Amortization of intangibles

762 

826 

(64)

(8)

Pension plan settlement charge

6,436 

— 

6,436 

100 

Other

11,845 

8,835 

3,010 

34 

Total noninterest expense

$152,435 

$137,069 

$15,366 

11

%

Adjusted noninterest expense (non-GAAP)

$145,999 

$137,069 

$8,930 

7

%

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.

-41-

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,

2025

2024

Income tax expense (benefit)

$15,169 

($10,759)

Adjusted income tax expense (non-GAAP)

$15,028 

$11,161 

Effective tax rate

22.5

%

27.7

%

Adjusted effective tax rate (non-GAAP)

22.5

%

21.5

%

Blended statutory rate

25.0

%

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,

2025

2024

$

%

Net interest income

$153,188 

$128,448 

$24,740 

19

%

Provision for credit losses

9,200 

2,400 

6,800 

283 

Net interest income after provision for credit losses

143,988 

126,048 

17,940 

14 

Noninterest income

33,887 

(69,609)

103,496 

(149)

Noninterest expense

119,914 

108,789 

11,125 

10 

Income before income taxes

57,961 

(52,350)

110,311 

(211)

Income tax expense

12,772 

(13,530)

26,302 

(194)

Net income

$45,189 

($38,820)

$84,009 

(216

%)

-42-

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,

2025

2024

$

%

Net interest income

$— 

$— 

$— 

—

%

Noninterest income

41,973 

41,812 

161 

— 

Noninterest expense

32,521 

28,280 

4,241 

15 

Income before income taxes

9,452 

13,532 

(4,080)

(30)

Income tax expense

2,397 

2,771 

(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.

-43-

Management's Discussion and Analysis

Financial Condition

Summary

The following table presents selected financial condition data:

(Dollars in thousands)

Change

December 31,

2025

2024

$

%

Mortgage loans held for sale, at lower of cost or market

$— 

$281,706 

($281,706)

(100

%)

Available for sale debt securities

940,342 

916,305 

24,037 

3

Total loans

5,134,388 

5,137,838 

(3,450)

— 

Allowance for credit losses on loans

37,236 

41,960 

(4,724)

(11)

Total assets

6,621,694 

6,930,647 

(308,953)

(4)

Total deposits

5,269,990 

5,115,800 

154,190 

3 

FHLB advances

626,000 

1,125,000 

(499,000)

(44)

Total shareholders’ equity

543,584 

499,728 

43,856 

9 

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.

-44-

Management's Discussion and Analysis

Securities Portfolio

The carrying amounts of securities held are as follows:

(Dollars in thousands)

December 31,

2025

2024

Amount

% of Total

Amount

% of Total

Available for Sale Debt Securities:

Obligations of U.S. government agencies and U.S. government-sponsored enterprises

$39,958 

4

%

$38,612 

4

%

Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises

880,894 

94 

855,147 

94 

Obligations of states and political subdivisions

663 

— 

655 

— 

Individual name issuer trust preferred debt securities

6,103 

1 

9,221 

1 

Corporate bonds

12,724 

1 

12,670 

1 

Total available for sale debt securities

$940,342 

100

%

$916,305 

100

%

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.

-45-

Management's Discussion and Analysis

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

(Dollars in thousands)

December 31,

2025

2024

Amount

%

Amount

%

Commercial:

Commercial real estate

$2,183,985 

43

%

$2,154,504 

42

%

Commercial & industrial

564,082 

11 

542,474 

10 

Total commercial

2,748,067 

54 

2,696,978 

52 

Residential real estate:

Residential real estate (1)

2,050,399 

40 

2,126,171 

41 

Consumer:

Home equity

318,862 

6 

297,119 

6 

Other

17,060 

— 

17,570 

1 

Total consumer

335,922 

6 

314,689 

7 

Total loans

$5,134,388 

100

%

$5,137,838 

100

%

(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)

Commercial

Consumer

CRE (1)

C&I

Total Commercial

Residential Real Estate (2)

Home Equity

Other

Total Consumer

Total

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 years

1,318,740 

325,618 

1,644,358 

207,472 

18,622 

7,247 

25,869 

1,877,699 

After five years to fifteen years

387,967 

110,705 

498,672 

650,496 

31,634 

6,513 

38,147 

1,187,315 

After fifteen years

— 

310 

310 

1,143,452 

262,884 

1,294 

264,178 

1,407,940 

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 rates

1,062,770 

276,406 

1,339,176 

1,081,728 

252,057 

2,542 

254,599 

2,675,503 

(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.

-46-

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, 2025

December 31, 2024

Outstanding Balance

% of Total

Outstanding Balance

% of Total

Connecticut

$816,532 

37

%

$839,079 

39

%

Massachusetts

713,856 

33 

663,026 

31 

Rhode Island

375,905 

17 

434,244 

20 

Subtotal

1,906,293 

87 

1,936,349 

90 

All other states

277,692 

13 

218,155 

10 

Total

$2,183,985 

100

%

$2,154,504 

100

%

-47-

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, 2025

December 31, 2024

Outstanding Balance (1)

% of CRE Total

Outstanding Balance (1)

% of CRE Total

CRE Portfolio Segmentation:

Multi-family

$667,388 

31

%

$567,243 

26

%

Retail

436,961 

20 

433,146 

20 

Industrial and warehouse

380,403 

17 

358,425 

17 

Office

237,706 

11 

289,853 

13 

Hospitality

230,549 

11 

213,585 

10 

Healthcare facility

156,871 

7 

205,858 

10 

Mixed-use

26,440 

1 

29,023 

1 

Other

47,667 

2 

57,371 

3 

Total CRE loans

$2,183,985 

100

%

$2,154,504 

100

%

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.

-48-

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, 2025

December 31, 2024

Outstanding Balance (1)

% of Total

Outstanding Balance (1)

% of Total

C&I Portfolio Segmentation:

Healthcare and social assistance

$150,061 

27

%

$126,547 

23

%

Real estate rental and leasing

57,113 

10 

63,992 

12 

Transportation and warehousing

55,315 

10 

55,784 

10 

Educational services

54,245 

10 

47,092 

9 

Retail trade

48,289 

9 

41,132 

8 

Accommodation and food services

26,431 

5 

12,368 

2 

Manufacturing

23,714 

4 

32,140 

6 

Finance and insurance

22,727 

4 

26,557 

5 

Arts, entertainment and recreation

22,043 

4 

19,861 

4 

Information

21,843 

4 

22,265 

4 

Professional, scientific and technical services

12,490 

2 

10,845 

2 

Public administration

1,448 

— 

2,186 

— 

Other

68,363 

11 

81,705 

15 

Total C&I loans

$564,082 

100

%

$542,474 

100

%

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.

-49-

Management's Discussion and Analysis

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

(Dollars in thousands)

December 31, 2025

December 31, 2024

Amount

% of Total

Amount

% of Total

Massachusetts

$1,433,920 

70

%

$1,530,847 

72

%

Rhode Island

469,008 

23 

443,237 

21 

Connecticut

125,866 

6 

128,933 

6 

Subtotal

2,028,794 

99 

2,103,017 

99 

All other states

21,605 

1 

23,154 

1 

Total (1)

$2,050,399 

100

%

$2,126,171 

100

%

(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,

2025

2024

Amount

% of Total

Amount

% of Total

Originations for retention in portfolio (1)

$176,757 

26

%

$92,466 

18

%

Originations for sale to the secondary market (2)

490,441 

74 

418,080 

82 

Total

$667,198 

100

%

$510,546 

100

%

(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,

2025

2024

Amount

% of Total

Amount

% of Total

Loans sold with servicing rights retained

$41,816 

9

%

$128,918 

31

%

Loans sold with servicing rights released (1)

434,913 

91 

287,223 

69 

Total

$476,729 

100

%

$416,141 

100

%

(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

-50-

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,

2025

2024

Commercial:

Commercial real estate

$—

$10,053

Commercial & industrial

—

515

Total commercial

—

10,568

Residential Real Estate:

Residential real estate

11,099

10,767

Consumer:

Home equity

1,824

1,972

Other

—

—

Total consumer

1,824

1,972

Total nonaccrual loans

12,923

23,307

OREO, net

—

—

Total nonperforming assets

$12,923

$23,307

Nonperforming assets to total assets

0.20%

0.34%

Nonperforming loans to total loans

0.25%

0.45%

Total past due loans to total loans

0.22%

0.23%

Allowance for credit losses on loans to total loans

0.73%

0.82%

Allowance for credit losses on loans to nonaccrual loans

288.14%

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,

2025

2024

Balance at beginning of period

$23,307 

$44,618 

Additions to nonaccrual status

15,515 

8,284 

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, 2025

December 31, 2024

Days Past Due

Days Past Due

Current

30-89

90 or More

Total Nonaccrual

% (1)

Current

30-89

90 or More

Total Nonaccrual

% (1)

Commercial:

Commercial real estate

$— 

$— 

$— 

$—

—

%

$10,053 

$— 

$— 

$10,053

0.47

%

Commercial & industrial

— 

— 

— 

—

— 

— 

515 

— 

515

0.09 

Total commercial

— 

— 

— 

—

— 

10,053 

515 

— 

10,568

0.39 

Residential Real Estate:

Residential real estate

3,228 

4,869 

3,002 

11,099

0.54 

5,975 

2,419 

2,373 

10,767

0.51 

Consumer:

Home equity

1,347 

131 

346 

1,824

0.57 

832 

233 

907 

1,972

0.66 

Other

— 

— 

—

— 

— 

— 

—

— 

Total consumer

1,347 

131 

346 

1,824

0.54 

832 

233 

907 

1,972

0.63 

Total nonaccrual loans

$4,575 

$5,000 

$3,348 

$12,923

0.25

%

$16,860 

$3,167 

$3,280 

$23,307

0.45

%

(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,

2025

2024

Amount

% (1)

Amount

% (1)

Commercial:

Commercial real estate

$648 

0.03

%

$— 

—

%

Commercial & industrial

7 

— 

900 

0.17 

Total commercial

655 

0.02 

900 

0.03 

Residential Real Estate:

Residential real estate

9,095 

0.44 

7,741 

0.36 

Consumer:

Home equity

1,607 

0.50 

2,947 

0.99 

Other

26 

0.15 

394 

2.24 

Total consumer

1,633 

0.49 

3,341 

1.06 

Total past due loans

$11,383 

0.22

%

$11,982 

0.23

%

(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, 2025

December 31, 2024

Loans

Related Allowance

Allowance / Loans

Loans

Related Allowance

Allowance / Loans

Individually analyzed loans

$8,922 

$43 

0.48

%

$16,591 

$1,543 

9.30

%

Pooled (collectively evaluated) loans (1)

5,125,801 

37,193 

0.73 

5,122,728 

40,417 

0.79 

Total

$5,134,723 

$37,236 

0.73

%

$5,139,319 

$41,960 

0.82

%

(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, 2025

December 31, 2024

Allocated ACL

ACL to Loans

Loans to Total Portfolio (1)

Allocated ACL

ACL to Loans

Loans to Total Portfolio (1)

Commercial:

Commercial real estate

$19,766 

0.91

%

43

%

$26,485 

1.23

%

42

%

Commercial & industrial

9,750 

1.73

11 

7,277 

1.34

10 

Total commercial

29,516 

1.07

54 

33,762 

1.25

52 

Residential Real Estate:

Residential real estate

6,270 

0.31

40 

6,832 

0.32

41 

Consumer:

Home equity

1,186 

0.37

6 

1,031 

0.35

6 

Other

264 

1.55

— 

335 

1.91

1 

Total consumer

1,450 

0.43

6 

1,366 

0.43

7 

Total ACL on loans at end of period

$37,236 

0.73

%

100

%

$41,960 

0.82

%

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,

2025

2024

2023

Balance at beginning of period

$41,960 

$41,057 

$38,027 

Charge-offs:

Commercial:

Commercial real estate

5,715 

1,961 

373 

Commercial & industrial

8,693 

208 

37 

Total commercial

14,408 

2,169 

410 

Residential real estate:

Residential real estate

— 

— 

— 

Consumer:

Home equity

— 

— 

— 

Other

327 

244 

167 

Total consumer

327 

244 

167 

Total charge-offs

14,735 

2,413 

577 

Recoveries:

Commercial:

Commercial real estate

318 

— 

— 

Commercial & industrial

139 

22 

12 

Total commercial

457 

22 

12 

Residential real estate:

Residential real estate

— 

160 

3 

Consumer:

Home equity

18 

197 

10 

Other

36 

37 

32 

Total consumer

54 

234 

42 

Total recoveries

511 

416 

57 

Net charge-offs

14,224 

1,997 

520 

Provision charged to earnings

9,500 

2,900 

3,550 

Balance at end of period

$37,236 

$41,960 

$41,057 

Net charge-offs to average loans

0.28

%

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, 2025

December 31, 2024

Balance Change

Amount

% of Total

Amount

% of Total

$

%

Noninterest-bearing demand deposits

$595,092 

11

%

$661,776 

13

%

($66,684)

(10

%)

Interest-bearing demand deposits (in-market)

756,794 

14

592,904 

12

163,890 

28

NOW accounts

715,114 

14

692,812 

14

22,302 

3

Money market accounts

1,185,420 

22

1,154,745 

23

30,675 

3 

Savings accounts

796,887 

15

523,915 

10

272,972 

52 

Time deposits (in-market)

1,220,683 

24

1,192,110 

22

28,573 

2 

Total in-market deposits

5,269,990 

100

4,818,262 

94

451,728 

9 

Wholesale brokered time deposits

— 

—

297,538 

6

(297,538)

(100)

Total deposits

$5,269,990 

100

%

$5,115,800 

100

%

$154,190 

3

%

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, 2025

December 31, 2024

Balance

% of Total Deposits

Balance

% of Total Deposits

Uninsured Deposits:

Uninsured deposits (1)

$1,417,127 

27

%

$1,363,689 

27

%

Less: affiliate deposits (2)

85,651 

2

94,740 

2

Uninsured deposits, excluding affiliate deposits

1,331,476 

25

1,268,949 

25

Less: fully-collateralized preferred deposits (3)

220,937 

4

197,638 

4

Uninsured deposits, after exclusions

$1,110,539 

21

%

$1,071,311 

21

%

(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.

-58-

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 months

139,120 

Over six months to 12 months

59,609 

Over 12 months

27,732 

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, 2025

December 31, 2024

Months 1-12

Months 13-24

Months 1-12

Months 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 increase

0.52

%

(0.54

%)

(0.16

%)

(3.52

%)

200 basis point rate increase

2.07

%

2.36

%

1.54

%

(3.98

%)

300 basis point rate increase

3.72

%

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 Type

Down 100 Basis Points

Up 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 enterprises

42,769 

(108,295)

Obligations of states and political subdivisions

28 

(89)

Trust preferred debt and other corporate debt securities

60 

(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,

2025

2024

2023

Contingent Liquidity:

Federal Home Loan Bank of Boston (1)

$1,356,005 

$752,951 

$1,086,607 

Federal Reserve Bank of Boston (2)

104,379 

70,286 

65,759 

Available cash liquidity (3)

17,460 

36,647 

54,970 

Unencumbered securities

539,830 

597,771 

680,857 

Total contingent liquidity

$2,017,674 

$1,457,655 

$1,888,193 

Percentage of total contingent liquidity to uninsured deposits

142.4

%

106.9

%

149.8

%

Percentage of total contingent liquidity to uninsured deposits, after exclusions

181.7

%

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.