11 unchanged sentences
In addition, the effectiveness of the Corporation's internal control over financial reporting as of the end of the period covered by this report has been audited by Crowe LLP, an independent registered public accounting firm.
+Added: Management’s Annual Report on Internal Control Over Financial Reporting as of December 31, 2024 and the related Report of Independent Registered Public Accounting Firm thereon is included in Part II, Item 8 of this report.
There has been no change in our internal controls over financial reporting during the fourth quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
7 unchanged sentences
The Corporation maintains a code of ethics that applies to all of the Corporation’s directors, officers and employees, including the Corporation’s principal executive officer, principal financial officer and principal accounting officer.
−Removed: This code of ethics is available on the Investor Relations section of the Corporation’s website at https://ir.washtrust.com, under the caption Corporate Governance.
+Added: This code of ethics is available on the Investor Relations section of the Corporation’s website at https://ir.washtrust.com, under the caption Governance.
Executive Compensation.
15 unchanged sentences
Under the 2013 Stock Option and Incentive Plan, the grant of any full value award (an award other than an option or a stock appreciation award) shall be deemed, for the purposes of determining the number of shares of stock available for issuance, as an award of 1.85 shares of stock for each such share subject to the award.
−Removed: (3) For performance share awards, amounts included represent the maximum amount of performance shares that could be issued under existing awards.
+Added: (3) For unvested performance share awards, amounts represent the maximum number of performance shares that could be issued under existing awards.
The actual shares issued may differ based on the attainment of performance goals.
+Added: For vested performance share awards, amounts represent the actual number of performance shares that will be issued following a six-month delay as required by the Code.
(4) Reflects the weighted average exercise price of outstanding stock options granted under the 2003 Stock Incentive Plan, 2013 Stock Option and Incentive Plan and 2022 Long Term Incentive Plan.
60 unchanged sentences
10.20 Form of Non-qualified Stock Option Agreement for Employees under the Washington Trust Bancorp, Inc.
−Removed: 2022 Long Term Incentive Plan - Filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022.
+Added: 2022 Long Term Incentive Plan - Filed as Exhibit 10.1 to the Registrant ’ s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022.
10.21 Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the Washington Trust Bancorp, Inc.
2 unchanged sentences
10.22 Form of Restricted Stock Unit Award Agreement for Employees under the Washington Trust Bancorp, Inc.
−Removed: 2022 Long Term Incentive Plan - Filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022.
+Added: 2022 Long Term Incentive Plan - Filed as Exhibit 10.2 to the Registrant ’ s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022.
10.23 Form of Performance Restricted Stock Unit Award Agreement for Employees under the Washington Trust Bancorp, Inc.
2022 Long Term Incentive Plan - Filed as Exhibit 10.24 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
+Added: 10.24 Form of Restricted Stock Unit Award Agreement for Employees Under Washington Trust Bancorp, Inc.
+Added: 2022 Long Term Incentive Plan - Filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024.
+Added: 10.25 Form of Performance Restricted Stock Unit Award Agreement for Employees Under Washington Trust Bancorp, Inc.
+Added: 2022 Long Term Incentive Plan - Filed as Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024.
+Added: 10.26 Form of Restricted Stock Unit Award Agreement for Non-Employee Directors Under Washington Trust Bancorp, Inc.
+Added: 2022 Long Term Incentive Plan - Filed as Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024.
+Added: 10.27 F orm of Restricted Stock Unit Award Agreement for Employees Under Washington Trust Bancorp, Inc.
+Added: 2022 Long Term Incentive Plan - Filed herewith ( 2 )
10.28 Amended and Restated Declaration of Trust of WT Capital Trust I dated August 29, 2005, by and among Wilmington Trust Company, as Delaware Trustee and Institutional Trustee, Washington Trust Bancorp, Inc., as Sponsor, and the Administrators listed therein – Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on September 1, 2005.
26 unchanged sentences
10.50 Amended and Restated Annual Performance Plan, dated December 13, 2021 - Filed as Exhibit 10.64 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
−Removed: 10.47 Amended and Restated Wealth Management Business Building Incentive Plan, dated January 24, 2022 - Filed as Exhibit 10.65 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
10.51 Retail Lending Growth Incentive Plan, dated March 15, 2021 - Filed as Exhibit 10.63 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
10.52 Form and terms of Change in Control Agreement – Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009.
−Removed: 10.50 Compensatory agreement with an executive officer, dated June 20, 2012 – Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on June 28, 2012.
10.53 Terms of Change in Control Agreement with an executive officer, dated January 10, 2013 – Filed as Exhibit 10.53 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
2 unchanged sentences
10.56 Form of Amended and Restated Change in Control Agreement – Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014.
−Removed: 10.55 Terms of Amended and Restated Change in Control Agreement – Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014.
10.57 Terms of Amended and Restated Change in Control with an executive officer, dated June 1, 2015 – Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015.
6 unchanged sentences
10.64 Terms of Performance Share Unit Award Agreement with certain executive officers, dated January 24, 2022 - Filed as Exhibit 10.62 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
−Removed: 10.64 Terms of Performance Share Unit Award Agreement with certain executive officers, dated January 24, 2022 - Filed as Exhibit 10.62 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
10.65 Terms of Performance Restricted Stock Unit Agreement with certain executive officers, dated January 24, 2023 - Filed as Exhibit 10.68 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
−Removed: 21.1 Subsidiaries of the Registrant – Filed as Exhibit 21.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
+Added: 10.66 2024 Executive Bonus Plan, effective January 1, 2024 - Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on May 28, 2024.
+Added: 10.67 Wealth Management Business Building Incentive Plan, effective January 1, 2024 - Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on May 28, 2024.
+Added: 14.1 Washington Trust Bancorp, Inc.
+Added: Code of Ethics & Standards of Personal Conduct - Filed herewith.
+Added: 19.1 Washington Trust Bancorp, Inc.
+Added: Insider Trading Policy - Filed herewith as part of Exhibit 14.1.
+Added: 19.2 Washington Trust Bancorp, Inc.
+Added: Insider Trading Procedures - Filed herewith.
+Added: 21.1 Subsidiaries of the Registrant – Filed herewith.
23.1 Consent of Crowe LLP – Filed herewith.
4 unchanged sentences
97 Washington Trust Bancorp, Inc.
−Removed: Incentive Compensation Clawback and Forfeiture Poli cy - Filed herewith.
+Added: Incentive Compensation Clawback and Forfeiture Policy - Filed as Exhibit 97 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2 0 2 3.
101 The following materials from Washington Trust Bancorp, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2024 formatted in Inline XBRL;
−Removed: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders' Equity, (v) the Consolidated Statements of Cash Flows, and (vi) related notes to these financial statements - Filed herewith.
+Added: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income (Loss), (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Changes in Shareholders' Equity, (v) the Consolidated Statements of Cash Flows, and (vi) related notes to these financial statements - Filed herewith.
(1) Not filed herewith.
15 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: February 26, 2024 /s/ John J.
−Removed: Bowen, Director
−Removed: February 26, 2024 /s/ Steven J.
−Removed: Crandall, Director
February 25, 2025 /s/ Robert A.
8 unchanged sentences
Howes, Director
−Removed: February 26, 2024 /s/ Joseph J.
−Removed: MarcAurele, Director
February 25, 2025 /s/ Sandra Parrillo
Sandra Parrillo, Director
+Added: February 25, 2025 /s/ Debra M.
+Added: Debra Paul, Director
February 25, 2025 /s/ John T.
4 unchanged sentences
Stanton, Director
+Added: February 25, 2025 /s/ Angel Taveras
+Added: Angel Taveras, Director
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.