Item 2. Management’s Discussion and Analysis
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, 2024, 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 and nine months ended September 30, 2025 are not necessarily indicative of the results for the full-year ended December 31, 2025 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 tariffs, inflation 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, 2024, 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.
-49-
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 net income available to common shareholders, 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.
-50-
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)
Three Months Nine Months
Periods ended September 30, 2025 2024 2025 2024
Adjusted Noninterest Income:
Noninterest income, as reported $17,636 $16,272 $57,357 $50,095
Less adjustments:
Gain on sale of bank-owned properties, net — — 6,994 988
Litigation settlement income — — — 2,100
Total adjustments, pre-tax — — 6,994 3,088
Adjusted noninterest income (non-GAAP)
$17,636 $16,272 $50,363 $47,007
Adjusted Noninterest Expense:
Noninterest expense, as reported $35,726 $34,504 $114,452 $102,777
Less adjustments:
Pension plan settlement charge — — 6,436 —
Total adjustments, pre-tax — — 6,436 —
Adjusted noninterest expense (non-GAAP)
$35,726 $34,504 $108,016 $102,777
Adjusted Income Before Income Taxes:
Income before income taxes $13,943 $13,830 $46,745 $41,430
Less: total adjustments, pre-tax — — 558 3,088
Adjusted income before income taxes (non-GAAP)
$13,943 $13,830 $46,187 $38,342
Adjusted Income Tax Expense:
Income tax expense, as reported $3,097 $2,849 $10,475 $8,698
Less: tax on total adjustments — — 141 780
Adjusted income tax expense (non-GAAP)
$3,097 $2,849 $10,334 $7,918
Adjusted Effective Tax Rate:
Effective tax rate (1)
22.2 % 20.6 % 22.4 % 21.0 %
Less: impact of total adjustments — — — 0.3
Adjusted effective tax rate (non-GAAP) (2)
22.2 % 20.6 % 22.4 % 20.7 %
Adjusted Net Income:
Net income, as reported $10,846 $10,981 $36,270 $32,732
Less: total adjustments, after-tax — — 417 2,308
Adjusted net income (non-GAAP)
$10,846 $10,981 $35,853 $30,424
Adjusted Net Income Available to Common Shareholders:
Net income available to common shareholders, as reported $10,846 $10,973 $36,270 $32,732
Less: total adjustments available to common shareholders, after-tax — — 417 2,308
Adjusted net income available to common shareholders (non-GAAP)
$10,846 $10,973 $35,853 $30,424
(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.
-51-
Management's Discussion and Analysis
The following table presents adjusted diluted earnings per common share:
(Dollars in thousands, except per share amounts)
Three Months Nine Months
Periods ended September 30, 2025 2024 2025 2024
Adjusted Diluted Earnings per Common Share:
Diluted earnings per common share, as reported (1)
$0.56 $0.64 $1.88 $1.91
Less: impact of total adjustments — — 0.03 0.13
Adjusted diluted earnings per common share (non-GAAP) (2)
$0.56 $0.64 $1.85 $1.78
(1) Net income available to common shareholders divided by weighted average diluted common and potential shares outstanding.
(2) Net income 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.
The following table presents adjusted return on average assets and adjusted return on average equity:
(Dollars in thousands)
Three Months Nine Months
Periods ended September 30, 2025 2024 2025 2024
Adjusted Return on Average Assets (1) :
Net income, as reported $10,846 $10,981 $36,270 $32,732
Less: total adjustments, after-tax — — 417 2,308
Adjusted net income (non-GAAP)
10,846 10,981 35,853 30,424
Total average assets, as reported 6,738,796 7,254,566 6,715,645 7,238,020
Return on average assets (2)
0.64 % 0.60 % 0.72 % 0.60 %
Adjusted return on average assets (non-GAAP) (3)
0.64 % 0.60 % 0.71 % 0.56 %
Adjusted Return on Average Equity (1) :
Net income available to common shareholders, as reported $10,846 $10,973 $36,270 $32,732
Less: total adjustments, after-tax — — 417 2,308
Adjusted net income available to common shareholders (non-GAAP)
10,846 10,973 35,853 30,424
Total average equity, as reported 528,315 485,654 521,747 472,617
Return on average equity (4)
8.14 % 8.99 % 9.29 % 9.25 %
Adjusted return on average equity (non-GAAP) (5)
8.14 % 8.99 % 9.19 % 8.60 %
(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 available to common shareholders divided by total average equity.
(5) Net income available to common shareholders, 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
-52-
Management's Discussion and Analysis
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.
Risk Management
The Corporation has a comprehensive ERM program through which the Corporation identifies, measures, monitors, and controls current and emerging material risks.
The Board of Directors is responsible for oversight of the ERM program. The ERM program enables the aggregation of risk across the Corporation and ensures the Corporation has the tools, programs, and processes in place to support informed decision making, to anticipate risks before they materialize and to maintain the Corporation’s risk profile consistent with its risk strategy. The Board of Directors has approved an ERM Policy that addresses each category of risk. The risk categories include: credit risk, interest rate risk, liquidity risk, price and market risk, compliance risk, strategic and reputation risk, and operational risk. A description of each risk category is provided below.
Credit risk represents the possibility that borrowers or other counterparties may not repay loans or other contractual obligations according to their terms due to changes in the financial capacity, ability, and willingness of such borrowers or counterparties to meet their obligations. In some cases, the collateral securing 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 Unaudited Consolidated Financial Statements. For further discussion regarding credit risk associated with unfunded commitments, see Note 18 to the Unaudited Consolidated Financial Statements. For further discussion regarding the Corporation’s securities portfolio, see Note 3 to the Unaudited Consolidated Financial Statements.
Interest rate risk is the risk of loss to earnings due to movements in interest rates. Interest rate risk arises from differences between the timing of rate changes and the timing of cash flows. It exists because the repricing frequency and magnitude of interest-earning assets and interest-bearing liabilities are not identical. See the “Asset/Liability Management and Interest Rate Risk” section below for additional disclosure.
Liquidity risk is the risk that the Corporation will not have the ability to generate adequate amounts of cash in the most economical way for it to meet its maturing liability obligations and customer loan demand. Liquidity risk includes the inability to manage unplanned decreases or changes in funding sources. For detailed disclosure regarding liquidity management, see the “Liquidity and Capital Resources” section below.
Price and market risk refers to the risk of loss arising from adverse changes in interest rates and other relevant market rates and prices, such as equity prices. Interest rate risk, discussed above, is the most significant market risk to which the Corporation is exposed. The Corporation is also exposed to financial market risk and housing market risk.
Compliance risk represents the risk of regulatory sanctions or financial loss resulting from the failure to comply with laws, rules, and regulations and standards of good banking practice. Activities that may expose the Corporation to compliance risk include, but are not limited to, those dealing with the prevention of money laundering, privacy and data protection, adherence to all applicable laws and regulations, and employment and tax matters.
Strategic and reputation risk represent the risk of loss due to impairment of reputation, failure to fully develop and execute business plans, and failure to assess existing and new opportunities and threats in business, markets, and products.
Operational risk is the risk of loss due to human behavior, inadequate or failed internal processes, systems and controls, information technology changes or failures, and external influences such as market conditions, fraudulent activities, cybersecurity incidents, natural disasters, and security risks.
-53-
Management's Discussion and Analysis
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” strategy that is an industry best practice for ERM. Business units are the first line of defense in managing risk. They are responsible for identifying, measuring, monitoring, and controlling current and emerging risks. They must report on and escalate their concerns. Corporate functions such as Credit Risk Management, Financial Administration, Information Assurance, and Compliance represent the second line of defense. They are responsible for policy setting and for reviewing and challenging the risk management activities of the business units. They collaborate closely with business units on planning and resource allocation with respect to risk management. Internal Audit is a third line of defense. They provide independent assurance to the Board of Directors of the effectiveness of the first and second lines in fulfilling their risk management responsibilities.
For additional factors that could adversely impact Washington Trust’s future results of operations and financial condition, see Part II, Item 1A below and the section labeled “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as updated by our Quarterly Reports on Form 10-Q and other filings submitted to the SEC.
-54-
Management's Discussion and Analysis
Results of Operations
Summary
The following table presents a summarized consolidated statement of operations:
(Dollars in thousands) Three Months Nine Months
Change Change
Periods ended September 30, 2025 2024 $ % 2025 2024 $ %
Net interest income $38,833 $32,262 $6,571 20 % $112,440 $95,512 $16,928 18 %
Noninterest income 17,636 16,272 1,364 8 57,357 50,095 7,262 14
Total revenues 56,469 48,534 7,935 16 169,797 145,607 24,190 17
Provision for credit losses 6,800 200 6,600 3,300 8,600 1,400 7,200 514
Noninterest expense 35,726 34,504 1,222 4 114,452 102,777 11,675 11
Income before income taxes 13,943 13,830 113 1 46,745 41,430 5,315 13
Income tax expense 3,097 2,849 248 9 10,475 8,698 1,777 20
Net income $10,846 $10,981 ($135) (1 %) $36,270 $32,732 $3,538 11 %
Adjusted net income (non-GAAP)
$10,846 $10,981 ($135) (1 %) $35,853 $30,424 $5,429 18 %
Net income totaled $10.8 million and $36.3 million, respectively, for the three and nine months ended September 30, 2025, compared to $11.0 million and $32.7 million, respectively, reported for the same periods in 2024. These results included the following infrequent transactions:
• In the first quarter of 2025, sales-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.
• In the second quarter of 2024, noninterest income included a net gain of $988 thousand recognized on the sale of a bank-owned operations facility.
• In the first quarter of 2024, noninterest income included income of $2.1 million associated with a litigation settlement.
Excluding these items, adjusted net income (non-GAAP) for the three and nine months ended September 30, 2025 was $10.8 million and $35.9 million, respectively, compared to $11.0 million and $30.4 million, respectively, for the same periods in 2024. These results largely reflected increases in net interest income, but were also negatively impacted by an elevated provision for credit losses in the third quarter of 2025.
The following table presents a summary of performance metrics and ratios:
Three Months Nine Months
Periods ended September 30, 2025 2024 2025 2024
Diluted earnings per common share $0.56 $0.64 $1.88 $1.91
Adjusted diluted earnings per common share (non-GAAP)
$0.56 $0.64 $1.85 $1.78
Return on average assets (net income divided by average assets) 0.64 % 0.60 % 0.72 % 0.60 %
Adjusted return on average assets (non-GAAP)
0.64 % 0.60 % 0.71 % 0.56 %
Return on average equity (net income available for common shareholders divided by average equity)
8.14 % 8.99 % 9.29 % 9.25 %
Adjusted return on average equity (non-GAAP)
8.14 % 8.99 % 9.19 % 8.60 %
-55-
Management's Discussion and Analysis
Average Balances / Net Interest Margin - Fully Taxable Equivalent Basis
The following tables present 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.
Three months ended September 30, 2025 2024 Change
(Dollars in thousands) Average Balance Interest Yield/ Rate Average Balance Interest Yield/ Rate Average Balance Interest Yield/ Rate
Assets:
Cash, federal funds sold, and short-term investments $137,021 $1,475 4.27 % $229,326 $3,174 5.51 % ($92,305) ($1,699) (1.24 %)
Mortgage loans held for sale 31,957 542 6.73 21,899 366 6.65 10,058 176 0.08
Taxable debt securities 1,075,119 9,372 3.46 1,109,699 6,794 2.44 (34,580) 2,578 1.02
Nontaxable debt securities 650 8 4.88 85 1 4.68 565 7 0.20
Total securities
1,075,769 9,380 3.46 1,109,784 6,795 2.44 (34,015) 2,585 1.02
FHLB stock
42,549 764 7.12 62,420 1,262 8.04 (19,871) (498) (0.92)
Commercial real estate 2,201,220 32,293 5.82 2,143,466 34,518 6.41 57,754 (2,225) (0.59)
Commercial & industrial 553,867 8,203 5.88 573,400 9,368 6.50 (19,533) (1,165) (0.62)
Total commercial 2,755,087 40,496 5.83 2,716,866 43,886 6.43 38,221 (3,390) (0.60)
Residential real estate 2,088,066 23,032 4.38 2,542,939 26,568 4.16 (454,873) (3,536) 0.22
Home equity 303,480 5,270 6.89 299,227 5,554 7.38 4,253 (284) (0.49)
Other 16,292 205 4.99 18,097 215 4.73 (1,805) (10) 0.26
Total consumer
319,772 5,475 6.79 317,324 5,769 7.23 2,448 (294) (0.44)
Total loans
5,162,925 69,003 5.30 5,577,129 76,223 5.44 (414,204) (7,220) (0.14)
Total interest-earning assets
6,450,221 81,164 4.99 7,000,558 87,820 4.99 (550,337) (6,656) —
Noninterest-earning assets 288,575 254,008 34,567
Total assets
$6,738,796 $7,254,566 ($515,770)
Liabilities and Shareholders’ Equity:
Interest-bearing demand deposits (in-market) $685,422 $6,503 3.76 % $556,245 $6,288 4.50 % $129,177 $215 (0.74 %)
NOW accounts 669,493 390 0.23 693,724 405 0.23 (24,231) (15) —
Money market accounts 1,174,584 9,620 3.25 1,122,649 11,221 3.98 51,935 (1,601) (0.73)
Savings accounts 719,229 3,624 2.00 484,068 984 0.81 235,161 2,640 1.19
Time deposits (in-market) 1,209,011 11,080 3.64 1,188,452 12,234 4.10 20,559 (1,154) (0.46)
Interest-bearing in-market deposits 4,457,739 31,217 2.78 4,045,138 31,132 3.06 412,601 85 (0.28)
Wholesale brokered time deposits 539 6 4.42 458,114 6,071 5.27 (457,575) (6,065) (0.85)
Total interest-bearing deposits 4,458,278 31,223 2.78 4,503,252 37,203 3.29 (44,974) (5,980) (0.51)
FHLB advances
942,685 10,542 4.44 1,423,804 17,717 4.95 (481,119) (7,175) (0.51)
Junior subordinated debentures
22,681 347 6.07 22,681 404 7.09 — (57) (1.02)
Total interest-bearing liabilities
5,423,644 42,112 3.08 5,949,737 55,324 3.70 (526,093) (13,212) (0.62)
Noninterest-bearing demand deposits 648,268 673,113 (24,845)
Other liabilities 138,569 146,045 (7,476)
Shareholders’ equity 528,315 485,654 42,661
Total liabilities and shareholders’ equity
$6,738,796 $7,254,549 ($515,753)
Net interest income (FTE)
$39,052 $32,496 $6,556
Interest rate spread 1.91 % 1.29 % 0.62 %
Net interest margin 2.40 % 1.85 % 0.55 %
-56-
Management's Discussion and Analysis
Interest income amounts presented in the preceding table include the following adjustments for taxable equivalency:
(Dollars in thousands)
Three months ended September 30, 2025 2024 Change
Commercial loans $218 $234 ($16)
Nontaxable debt securities 1 — 1
Total $219 $234 ($15)
Nine months ended September 30, 2025 2024 Change
(Dollars in thousands) Average Balance Interest Yield/ Rate Average Balance Interest Yield/ Rate Average Balance Interest Yield/ Rate
Assets:
Cash, federal funds sold, and short-term investments $138,301 $4,497 4.35 % $135,428 $5,667 5.59 % $2,873 ($1,170) (1.24 %)
Mortgage loans held for sale 54,624 1,942 4.75 20,042 1,013 6.75 34,582 929 (2.00)
Taxable debt securities 1,061,852 27,429 3.45 1,128,507 20,834 2.47 (66,655) 6,595 0.98
Nontaxable debt securities 650 24 4.94 28 1 4.77 622 23 0.17
Total debt securities 1,062,502 27,453 3.45 1,128,535 20,835 2.47 (66,033) 6,618 0.98
FHLB stock
42,504 2,578 8.11 58,890 3,459 7.85 (16,386) (881) 0.26
Commercial real estate 2,167,400 93,873 5.79 2,150,686 103,445 6.42 16,714 (9,572) (0.63)
Commercial & industrial (1) 547,558 24,044 5.87 595,564 29,096 6.53 (48,006) (5,052) (0.66)
Total commercial 2,714,958 117,917 5.81 2,746,250 132,541 6.45 (31,292) (14,624) (0.64)
Residential real estate 2,101,567 69,382 4.41 2,568,457 79,572 4.14 (466,890) (10,190) 0.27
Home equity 299,645 15,499 6.92 305,364 15,769 6.90 (5,719) (270) 0.02
Other 16,876 628 4.98 18,527 666 4.80 (1,651) (38) 0.18
Total consumer 316,521 16,127 6.81 323,891 16,435 6.78 (7,370) (308) 0.03
Total loans 5,133,046 203,426 5.30 5,638,598 228,548 5.41 (505,552) (25,122) (0.11)
Total interest-earning assets 6,430,977 239,896 4.99 6,981,493 259,522 4.97 (550,516) (19,626) 0.02
Noninterest-earning assets 284,668 256,527 28,141
Total assets $6,715,645 $7,238,020 ($522,375)
Liabilities and Shareholders’ Equity:
Interest-bearing demand deposits (in-market) $659,609 $18,630 3.78 % $533,163 $18,058 4.52 % $126,446 $572 (0.74 %)
NOW accounts 673,135 1,075 0.21 709,115 1,168 0.22 (35,980) (93) (0.01)
Money market accounts 1,196,124 29,426 3.29 1,116,879 32,571 3.90 79,245 (3,145) (0.61)
Savings accounts 649,841 8,555 1.76 485,665 2,540 0.70 164,176 6,015 1.06
Time deposits (in-market) 1,209,618 33,692 3.72 1,165,370 35,756 4.10 44,248 (2,064) (0.38)
Interest-bearing in-market deposits 4,388,327 91,378 2.78 4,010,192 90,093 3.00 378,135 1,285 (0.22)
Wholesale brokered time deposits 65,115 2,457 5.04 558,015 21,870 5.24 (492,900) (19,413) (0.20)
Total interest-bearing deposits 4,453,442 93,835 2.82 4,568,207 111,963 3.27 (114,765) (18,128) (0.45)
FHLB advances
945,484 31,939 4.52 1,353,887 50,151 4.95 (408,403) (18,212) (0.43)
Junior subordinated debentures 22,681 1,040 6.13 22,681 1,213 7.14 — (173) (1.01)
Total interest-bearing liabilities 5,421,607 126,814 3.13 5,944,775 163,327 3.67 (523,168) (36,513) (0.54)
Noninterest-bearing demand deposits 628,448 663,355 (34,907)
Other liabilities 143,843 157,268 (13,425)
Shareholders’ equity 521,747 472,617 49,130
Total liabilities and shareholders’ equity $6,715,645 $7,238,015 ($522,370)
Net interest income (FTE)
$113,082 $96,195 $16,887
Interest rate spread 1.86 % 1.30 % 0.56 %
Net interest margin 2.35 % 1.84 % 0.51 %
-57-
Management's Discussion and Analysis
Interest income amounts presented in the preceding table include the following adjustments for taxable equivalency:
(Dollars in thousands)
Nine months ended September 30, 2025 2024 Change
Commercial loans $644 $683 ($39)
Nontaxable debt securities 2 — 2
Total $646 $683 ($37)
Net Interest Income
Net interest income, the primary source of our operating income, totaled $38.8 million and $112.4 million, respectively, for the three and nine months ended September 30, 2025, compared to $32.3 million and $95.5 million, respectively, for the same periods in 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 and its impact on NIM was insignificant for all periods presented. 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 Unaudited Consolidated Statements of Cash Flows, net amortization of premiums and discounts on securities and loans (a net reduction to net interest income) amounted to $783 thousand for the nine months ended September 30, 2025, compared to $878 thousand for the same period 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 for the three and nine months ended September 30, 2025 amounted to $39.1 million and $113.1 million, respectively, up by $6.6 million and $16.9 million, respectively, from the same periods in 2024. For the three and nine months ended September 30, 2025, decreases in average interest-bearing liability balances net of decreases in average interest-earning assets increased net income by $2.3 million and $6.5 million, respectively. Decreases in funding costs outpaced decreases in asset yields, increasing net interest income by $4.3 million and $10.3 million, respectively, for the three and nine months ended September 30, 2025. NIM was 2.40% and 2.35%, respectively, for the three and nine months ended September 30, 2025, up from 1.85% and 1.84%, respectively, for the same periods in 2024.
Total average securities for the three and nine months ended September 30, 2025 decreased by $34.0 million and $66.0 million, respectively, from the average balances for the same periods a year earlier primarily due to routine pay-downs. The FTE rate of return on the securities portfolio for the three and nine months ended September 30, 2025 was 3.46% and 3.45%, respectively, up from 2.44% and 2.47%, respectively, for the same periods in 2024.
Total average loan balances for the three and nine months ended September 30, 2025 decreased by $414.2 million and $505.6 million, respectively, from the average loan balances for the comparable 2024 periods, largely reflecting a decrease in average balances of residential real estate loans. The yield on total loans for both the three and nine months ended September 30, 2025 was 5.30%, compared to 5.44% and 5.41%, respectively, for the corresponding periods in 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 the three and nine months ended September 30, 2025 decreased by $481.1 million and $408.4 million, respectively, compared to the average balances for the same periods in 2024. The average rate paid on such advances for the three and nine months ended September 30, 2025 was 4.44% and 4.52%, respectively, down from 4.95% for both of the same periods in 2024. Included in total average interest-bearing deposits were wholesale
-58-
Management's Discussion and Analysis
brokered deposits, which decreased by $457.6 million and $492.9 million, respectively, from the same periods in 2024. The average rate paid on wholesale brokered deposits for the three and nine months ended September 30, 2025 was 4.42% and 5.04%, respectively, down from 5.27% and 5.24%, respectively, for the same periods in 2024.
Average in-market interest-bearing deposits, which excludes wholesale brokered deposits, for the three and nine months ended September 30, 2025 increased by $412.6 million and $378.1 million, respectively, from the average balances for the same periods in 2024, reflecting increases in average balances across most deposit categories. The average rate paid on in-market interest-bearing deposits for both the three and nine months ended September 30, 2025 was 2.78%, down from 3.06% and 3.00%, respectively, for the same periods in 2024, largely reflecting lower market interest rates. The average balance of noninterest-bearing demand deposits for the three and nine months ended September 30, 2025 decreased by $24.8 million and $34.9 million, respectively, from the average balances for the same periods in 2024.
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) Three Months Ended September 30, 2025 vs. 2024 Nine Months Ended September 30, 2025 vs. 2024
Change Due to Change Due to
Volume Rate Net Change Volume Rate Net Change
Interest on Interest-Earning Assets:
Cash, federal funds sold, and other short-term investments ($1,093) ($606) ($1,699) $118 ($1,288) ($1,170)
Mortgage loans held for sale 171 5 176 1,306 (377) 929
Taxable debt securities (218) 2,796 2,578 (1,288) 7,883 6,595
Nontaxable debt securities 7 — 7 23 — 23
Total securities (211) 2,796 2,585 (1,265) 7,883 6,618
FHLB stock
(368) (130) (498) (989) 108 (881)
Commercial real estate 916 (3,141) (2,225) 793 (10,365) (9,572)
Commercial & industrial (313) (852) (1,165) (2,231) (2,821) (5,052)
Total commercial
603 (3,993) (3,390) (1,438) (13,186) (14,624)
Residential real estate (4,957) 1,421 (3,536) (15,086) 4,896 (10,190)
Home equity 77 (361) (284) (301) 31 (270)
Other (22) 12 (10) (61) 23 (38)
Total consumer 55 (349) (294) (362) 54 (308)
Total loans (4,299) (2,921) (7,220) (16,886) (8,236) (25,122)
Total interest income (5,800) (856) (6,656) (17,716) (1,910) (19,626)
Interest on Interest-Bearing Liabilities:
Interest-bearing demand deposits (in-market) 1,328 (1,113) 215 3,842 (3,270) 572
NOW accounts (16) 1 (15) (49) (44) (93)
Money market accounts 502 (2,103) (1,601) 2,210 (5,355) (3,145)
Savings accounts 654 1,986 2,640 1,099 4,916 6,015
Time deposits (in-market) 209 (1,363) (1,154) 1,336 (3,400) (2,064)
Interest-bearing in-market deposits 2,677 (2,592) 85 8,438 (7,153) 1,285
Wholesale brokered time deposits (5,232) (833) (6,065) (18,591) (822) (19,413)
Total interest-bearing deposits (2,555) (3,425) (5,980) (10,153) (7,975) (18,128)
FHLB advances
(5,529) (1,646) (7,175) (14,110) (4,102) (18,212)
Junior subordinated debentures — (57) (57) — (173) (173)
Total interest expense (8,084) (5,128) (13,212) (24,263) (12,250) (36,513)
Net interest income (FTE)
$2,284 $4,272 $6,556 $6,547 $10,340 $16,887
-59-
Management's Discussion and Analysis
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) Three Months Nine Months
Change Change
Periods ended September 30, 2025 2024 $ % 2025 2024 $ %
Provision for credit losses on loans $6,950 $300 $6,650 2,217 % $9,000 $1,700 $7,300 429 %
Provision for credit losses on unfunded commitments (150) (100) ($50) (50) (400) (300) ($100) (33)
Provision for credit losses $6,800 $200 $6,600 3300 % $8,600 $1,400 $7,200 514 %
The increase in the provision for credit losses for the three and nine months ended September 30, 2025, as compared to the same periods in 2024, was primarily due to charge-offs of $11.3 million on two commercial loan relationships in the third quarter of 2025.
Net charge-offs totaled $11.4 million and $14.4 million, respectively, for the three and nine months ended September 30, 2025. This compared to $48 thousand and $127 thousand, respectively, for the same periods in 2024.
See additional discussion regarding these two commercial loan relationships and other credit quality details 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) Three Months Nine Months
Change Change
Periods ended September 30, 2025 2024 $ % 2025 2024 $ %
Noninterest income:
Wealth management revenues $10,373 $9,989 $384 4 % $30,384 $29,005 $1,379 5 %
Mortgage banking revenues
3,501 2,866 635 22 8,839 8,133 706 9
Card interchange fees 1,163 1,321 (158) (12) 3,919 3,741 178 5
Service charges on deposit accounts 841 784 57 7 2,393 2,238 155 7
Loan related derivative income
271 126 145 115 1,048 459 589 128
Income from bank-owned life insurance 868 770 98 13 2,463 2,262 201 9
Gain on sale of bank-owned properties, net — — — — 6,994 988 6,006 608
Other income 619 416 203 49 1,317 3,269 (1,952) (60)
Total noninterest income
$17,636 $16,272 $1,364 8 % $57,357 $50,095 $7,262 14 %
Adjusted noninterest income (non-GAAP)
$17,636 $16,272 $1,364 8 % $50,363 $47,007 $3,356 7 %
Noninterest Income Analysis
Total noninterest income amounted to $17.6 million and $57.4 million, respectively, for the three and nine months ended September 30, 2025, compared $16.3 million and $50.1 million, respectively, for the same periods in 2024. Total noninterest income was impacted by infrequent transactions, as described under the caption “Summary” above. Excluding the impact of these transactions, adjusted noninterest income (non-GAAP) was $17.6 million and $50.4 million, respectively, for the three and nine months ended September 30, 2025, up by $1.4 million and $3.4 million, respectively, from the same periods in 2024.
-60-
Management's Discussion and Analysis
Wealth management services 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) Three Months Nine Months
Change Change
Periods ended September 30, 2025 2024 $ % 2025 2024 $ %
Wealth management revenues:
Asset-based revenues $10,307 $9,770 $537 5 % $29,821 $28,098 $1,723 6 %
Transaction-based revenues 66 219 (153) (70) 563 907 (344) (38)
Total wealth management revenues $10,373 $9,989 $384 4 % $30,384 $29,005 $1,379 5 %
The following table presents wealth management AUA balances:
(Dollars in thousands) Change
September 30,
2025 December 31,
2024 $ %
Assets under administration at the end of period $7,682,440 $7,077,802 $604,638 9 %
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 million. See Note 7 to the Unaudited Consolidated Financial Statements for additional disclosure.
Wealth management revenues for the three and nine months ended September 30, 2025 increased by $384 thousand and $1.4 million, respectively, from the same periods in 2024, largely reflecting an increase in asset-based revenues. The increase in asset-based revenues primarily reflected 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. 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) Three Months Nine Months
Change Change
Periods ended September 30, 2025 2024 $ % 2025 2024 $ %
Mortgage banking revenues:
Realized gains on loan sales, net (1)
$2,450 $2,492 ($42) (2 %) $6,485 $6,283 $202 3 %
Changes in fair value, net (2)
530 (28) 558 1,993 682 316 366 116
Loan servicing fee income, net (3)
521 402 119 30 1,672 1,534 138 9
Total mortgage banking revenues $3,501 $2,866 $635 22 % $8,839 $8,133 $706 9 %
Loans sold to the secondary market (4)
$126,487 $120,338 $6,149 5 % $318,761 $303,034 $15,727 5 %
(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).
For the three and nine months ended September 30, 2025, mortgage banking revenues were up by $635 thousand and $706 thousand, respectively, compared to the same periods in 2024. Mortgage banking revenues are impacted by changes in
-61-
Management's Discussion and Analysis
the fair value on mortgage loans held for sale and forward loan commitments, which are primarily based on current market prices in the secondary market and correlate to changes in the size of the mortgage pipeline.
Loan related derivative income from interest rate swap transactions with commercial borrowers for the three and nine months ended September 30, 2025, increased by $145 thousand and $589 thousand, respectively, from the same periods in 2024.
Noninterest Expense
The following table presents noninterest expense comparisons:
(Dollars in thousands) Three Months Nine Months
Change Change
Periods ended September 30, 2025 2024 $ % 2025 2024 $ %
Noninterest expense:
Salaries and employee benefits $22,674 $21,350 $1,324 6 % $68,121 $64,385 $3,736 6 %
Outsourced services 4,120 4,185 (65) (2) 12,870 12,061 809 7
Net occupancy 2,691 2,399 292 12 8,094 7,357 737 10
Equipment 917 924 (7) (1) 2,738 2,902 (164) (6)
Legal, audit, and professional fees 719 836 (117) (14) 2,195 2,283 (88) (4)
FDIC deposit insurance costs
1,055 1,402 (347) (25) 3,552 4,247 (695) (16)
Advertising and promotion 763 857 (94) (11) 1,890 2,066 (176) (9)
Amortization of intangibles 200 206 (6) (3) 607 622 (15) (2)
Pension plan settlement charge — — — — 6,436 — 6,436 100
Other 2,587 2,345 242 10 7,949 6,854 1,095 16
Total noninterest expense $35,726 $34,504 $1,222 4 % $114,452 $102,777 $11,675 11 %
Adjusted noninterest expense (non-GAAP)
$35,726 $34,504 $1,222 4 % $108,016 $102,777 $5,239 5 %
Noninterest Expense Analysis
Total noninterest expense amounted to $35.7 million and $114.5 million, respectively, for the three and nine months ended September 30, 2025, compared to $34.5 million and $102.8 million, respectively, for the same periods 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 $35.7 million and $108.0 million, respectively, for the three and nine months ended September 30, 2025, up by $1.2 million and $5.2 million, respectively, from the same periods in 2024.
Salaries and employee benefits expense, the largest component of total noninterest expense, for the three and nine months ended September 30, 2025 increased by $1.3 million and $3.7 million, respectively, compared to the same periods in 2024. These increases largely reflected lower levels of performance-based compensation recognized in 2024.
Outsourced services expense for the three and nine months ended September 30, 2025 was down modestly by $65 thousand and up by $809 thousand, respectively, compared to the same periods in the prior year, reflecting changes in third-party provided software costs, including volume-related changes.
Net occupancy expense for the three and nine months ended September 30, 2025 increased by $292 thousand and $737 thousand, respectively, compared to the same periods in 2024, largely reflecting additional lease expense associated with the sales-leaseback transactions that were completed in the first quarter of 2025.
FDIC insurance costs for the three and nine months ended September 30, 2025 decreased by $347 thousand and $695 thousand, respectively, compared to the same periods in 2024, reflecting the impact of decreases in average assets from a year ago and a lower FDIC deposit assessment rate.
Other noninterest expense for three and nine months ended September 30, 2025 increased by $242 thousand and $1.1 million, respectively, compared to the same periods in the prior year. The year-to-date increase included system conversion costs associated with changes in technology, as well as increases across a variety of noninterest expense categories.
-62-
Management's Discussion and Analysis
Income Taxes
The following table presents the Corporation’s income tax provision and applicable tax rates for the periods indicated:
(Dollars in thousands)
Three Months Nine Months
Periods ended September 30, 2025 2024 2025 2024
Income tax expense $3,097 $2,849 $10,475 $8,698
Adjusted income tax expense (non-GAAP)
3,097 2,849 10,334 7,918
Effective income tax rate 22.2 % 20.6 % 22.4 % 21.0 %
Adjusted effective income tax rate (non-GAAP)
22.2 % 20.6 % 22.4 % 20.7 %
Blended statutory rate 25.3 % 25.5 % 25.3 % 25.5 %
The effective income tax rates differed from the federal rate of 21%, primarily due to state income tax, 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.
The increase in the effective income tax rate on both a GAAP and non-GAAP basis largely reflected an increase in state tax expense.
The Corporation’s net deferred tax assets are reported in other assets and amounted to $36.9 million at September 30, 2025, down from $63.0 million at December 31, 2024. This decrease included the realization of a deferred tax asset associated with loans that were reclassified to held for sale and written down to fair value in December 2024 and then sold in January 2025. Management believes deferred tax assets, net of the valuation allowance, are more-likely-than-not to be realized.
Segment Reporting
The Corporation manages its operations through two reportable business segments, consisting of Banking and Wealth Management Services. See Note 15 to the Unaudited Consolidated Financial Statements for additional disclosure related to business segments.
Banking
The following table presents a summarized statement of operations for the Banking business segment:
(Dollars in thousands) Three Months Nine Months
Change Change
Periods ended September 30, 2025 2024 $ % 2025 2024 $ %
Net interest income $38,833 $32,262 $6,571 20 % $112,440 $95,512 $16,928 18 %
Provision for credit losses 6,800 200 6,600 3,300 8,600 1,400 7,200 514
Net interest income after provision for credit losses
32,033 32,062 (29) — 103,840 94,112 9,728 10
Noninterest income 7,115 6,177 938 15 26,470 18,400 8,070 44
Noninterest expense 28,684 27,401 1,283 5 89,742 81,353 8,389 10
Income before income taxes 10,464 10,838 (374) (3) 40,568 31,159 9,409 30
Income tax expense 2,254 2,193 61 3 8,884 6,441 2,443 38
Net income $8,210 $8,645 ($435) (5 %) $31,684 $24,718 $6,966 28 %
Net interest income for the Banking segment for the three and nine months ended September 30, 2025 increased by $6.6 million and $16.9 million, respectively, from the same periods in 2024. This improvement reflected benefits from the balance sheet repositioning transactions previously announced in December 2024. See additional discussion under the caption “Net Interest Income” above.
-63-
Management's Discussion and Analysis
The provision for credit losses for the three and nine months ended September 30, 2025 increased by $6.6 million and $7.2 million, respectively, from the same periods in 2024. See additional discussion under the caption “Provision for Credit Losses” above.
Noninterest income derived from the Banking segment for the three and nine months ended September 30, 2025 was up by $938 thousand and $8.1 million, respectively, from the comparable periods in 2024. Year-to-date comparisons were impacted by the first quarter 2025 net gain recognized on sales-leaseback transactions and the second quarter 2024 net gain on sale of a bank-owned operations facility. Excluding these items, Banking noninterest income for the three and nine months ended September 30, 2025 increased by $938 thousand and $2.1 million, respectively, largely reflecting increases in mortgage banking revenues and loan related derivative income. See additional disclosure under the caption “Noninterest Income” above.
Banking noninterest expenses for the three and nine months ended September 30, 2025 totaled $28.7 million and $89.7 million, respectively. Included in the nine months ended September 30, 2025 was $4.9 million of the total pension plan settlement charge that was recognized and allocated to the Banking segment in the first quarter. Excluding this item, noninterest expenses for the Banking segment for the three and nine months ended September 30, 2025 increased by $1.3 million and $3.5 million, respectively, from the same periods in 2024, reflecting increases in salaries and employee benefits expense, net occupancy, outsourced services, and system conversion costs, partially offset by a decrease in FDIC insurance costs. See additional discussion under the caption “Noninterest Expense” above.
Wealth Management Services
The following table presents a summarized statement of operations for the Wealth Management Services business segment:
(Dollars in thousands) Three Months Nine Months
Change Change
Periods ended September 30, 2025 2024 $ % 2025 2024 $ %
Net interest income $— $— $— — % $— $— $— — %
Noninterest income 10,521 10,095 426 4 30,887 31,695 (808) (3)
Noninterest expense 7,042 7,103 (61) (1) 24,710 21,424 3,286 15
Income before income taxes 3,479 2,992 487 16 6,177 10,271 (4,094) (40)
Income tax expense 843 656 187 29 1,591 2,257 (666) (30)
Net income $2,636 $2,336 $300 13 % $4,586 $8,014 ($3,428) (43 %)
For the three and nine months ended September 30, 2025, noninterest income derived from the Wealth Management Services segment increased by $426 thousand and decreased by $808 thousand, respectively, from the same periods in 2024. The year-to-date comparison was impacted by the first quarter 2024 litigation settlement. Excluding this item, Wealth Management noninterest income for the three and nine months ended September 30, 2025 increased by $426 thousand and $1.3 million, respectively, from the same periods in 2024, largely reflecting an increase in asset-based revenues. See further discussion under the caption “Noninterest Income” above.
Wealth Management Services segment noninterest expenses for the three and nine months ended September 30, 2025 totaled $7.0 million and $24.7 million, respectively. Included in the nine months ended September 30, 2025 was $1.5 million of the total pension plan settlement charge, which was recognized and allocated to the Wealth Management Services segment in the first quarter. Excluding this item, noninterest expenses for the Wealth Management Services segment for the three and nine months ended September 30, 2025 decreased modestly by $61 thousand and increased by $1.8 million, respectively, from the same periods in 2024. The year-to-date change largely reflected increases in salaries and employee benefits expense. See additional discussion under the caption “Noninterest Expense” above.
-64-
Management's Discussion and Analysis
Financial Condition
Summary
The following table presents selected financial condition data:
(Dollars in thousands) Change
September 30,
2025 December 31,
2024 $ %
Cash and due from banks $179,490 $109,902 $69,588 63 %
Mortgage loans held for sale, lower of cost or market — 281,706 (281,706) (100 %)
Available for sale debt securities 962,466 916,305 46,161 5
Total loans 5,122,582 5,137,838 (15,256) —
Allowance for credit losses on loans 36,576 41,960 (5,384) (13)
Total assets 6,717,921 6,930,647 (212,726) (3)
Total deposits 5,222,836 5,115,800 107,036 2
FHLB advances
791,000 1,125,000 (334,000) (30)
Total shareholders’ equity 533,021 499,728 33,293 7
Mortgage loans held for sale at lower of cost or market decreased from the end of 2024. As part of the previously announced 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 the first quarter of 2025.
Securities
I nvestment 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 September 30, 2025 and December 31, 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.
-65-
Management's Discussion and Analysis
See Notes 3 and 9 to the Unaudited Consolidated Financial Statements for additional information regarding the determination of fair value of investment securities.
Securities Portfolio
The carrying amounts of securities held are as follows:
(Dollars in thousands) September 30, 2025 December 31, 2024
Amount % of Total Amount % of Total
Available for Sale Debt Securities:
Obligations of U.S. government agencies and government-sponsored enterprises $40,104 4 % $38,612 4 %
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises
902,923 94 855,147 94
Obligations of states and political subdivisions 654 — 655 —
Individual name issuer trust preferred debt securities 6,090 1 9,221 1
Corporate bonds 12,695 1 12,670 1
Total available for sale debt securities $962,466 100 % $916,305 100 %
The securities portfolio represented 14% of total assets at September 30, 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 $46.2 million, or 5%, from the end of 2024. This included purchases of U.S. government agency mortgage-backed securities, totaling $75.6 million, with a weighted average yield of 5.47%, and an increase of $32.6 million (pre-tax) in the fair value of available for sale securities. These increases were partially offset by $61.3 million of routine pay-downs on mortgage-backed securities and calls of trust preferred debt securities.
The carrying amounts of available for sale debt securities as of September 30, 2025 and December 31, 2024 included net unrealized losses of $100.7 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 Unaudited 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 September 30, 2025, down by $15.3 million, or 0.3%, from the end of 2024.
-66-
Management's Discussion and Analysis
The following table sets forth the composition of the Corporation’s loan portfolio:
(Dollars in thousands) September 30, 2025 December 31, 2024
Amount % of Total Amount % of Total
Commercial:
Commercial real estate $2,156,750 42 % $2,154,504 42 %
Commercial & industrial 568,317 11 542,474 10
Total commercial 2,725,067 53 2,696,978 52
Residential Real Estate:
Residential real estate (1)
2,073,740 40 2,126,171 41
Consumer:
Home equity 307,371 6 297,119 6
Other 16,404 1 17,570 1
Total consumer 323,775 7 314,689 7
Total loans $5,122,582 100 % $5,137,838 100 %
(1) Includes negative basis adjustments associated with fair value hedges of $255 thousand and $1.5 million, respectively, at September 30, 2025 and December 31, 2024. See Note 8 to the Unaudited Consolidated Financial Statements for additional disclosure.
Commercial Loans
The commercial loan portfolio represented 53% of total loans at September 30, 2025, compared to 52% 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 $659.4 million and $685.7 million, respectively, at September 30, 2025 and December 31, 2024. Our participation in commercial loans originated by other banks also includes shared national credits. Shared national credits are defined as participation 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 September 30, 2025, up by $2.2 million, or 0.1%, from the balance at December 31, 2024. In the first nine months of 2025, CRE advances and originations amounted to $235.7 million and were largely offset by payments.
The outstanding balance of construction and development loans included in the CRE loan portfolio amounted to $92.8 million and $102.2 million, respectively, as of September 30, 2025 and December 31, 2024.
Shared national credit balances outstanding included in the CRE loan portfolio at September 30, 2025 totaled $89.5 million, of which $63.7 million was included in the pass-rated category of commercial loan credit quality and $25.8 million was
-67-
Management's Discussion and Analysis
included in the classified category. At December 31, 2024, shared national credit balances outstanding included in the CRE loan portfolio totaled $84.7 million, of which $63.7 million was included in the pass-rated category of commercial loan credit quality and $21.0 million was included in the classified category. All of these loans were current with respect to contractual payment terms at both dates.
The following table presents a geographic summary of CRE loans by property location:
(Dollars in thousands) September 30, 2025 December 31, 2024
Outstanding Balance % of Total Outstanding Balance % of Total
Connecticut $833,352 39 % $839,079 39 %
Massachusetts 671,406 31 663,026 31
Rhode Island 381,363 17 434,244 20
Subtotal 1,886,121 87 1,936,349 90
All other states 270,629 13 218,155 10
Total $2,156,750 100 % $2,154,504 100 %
Management considers the CRE portfolio to be well-diversified with loans across several property types. Other than the multi-family segment that is discussed 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) September 30, 2025 December 31, 2024
Outstanding Balance (1)
% of CRE Total
Outstanding Balance (1)
% of CRE Total
CRE Portfolio Segmentation:
Multi-family $635,773 29 % $567,243 26 %
Retail 432,695 20 433,146 20
Industrial and warehouse 381,435 18 358,425 17
Office 242,165 11 289,853 13
Hospitality 228,047 11 213,585 10
Healthcare facility 160,410 7 205,858 10
Mixed-use 26,309 1 29,023 1
Other 49,916 3 57,371 3
Total CRE loans
$2,156,750 100 % $2,154,504 100 %
Average CRE loan size (2)
$5,112 $5,255
Largest individual CRE loan outstanding
$65,503 $65,482
(1) Does not include unfunded commitments of $97.8 million and $168.3 million, respectively, as of September 30, 2025 and December 31, 2024.
(2) Total commitment (outstanding loan balance plus unfunded commitments) divided by number of loans.
Multi-family, our largest single CRE segment, totaled $635.8 million as of September 30, 2025, representing 12% of total loans and 29% 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 September 30, 2025, the credit quality of the multi-family segment was 100% pass-rated. Also, there were no nonaccrual loans and all loans were current with respect to payment terms at September 30, 2025 in this segment.
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 September 30, 2025, Washington Trust’s CRE office loan segment totaled $242.2 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 $242.2 million is secured by properties located in suburban areas. As of September 30, 2025, 100% of the CRE
-68-
Management's Discussion and Analysis
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 74% pass-rated, 13% special mention-rated, and 13% classified as of September 30, 2025.
Commercial and Industrial Loans
C&I loans amounted to $568.3 million at September 30, 2025, up by $25.8 million, or 5%, from the balance at December 31, 2024. In the first nine months of 2025, C&I originations and advances amounted to $48.1 million and were partially offset by payments.
Shared national credit balances outstanding included in the C&I loan portfolio at September 30, 2025 totaled $83.7 million, of which $83.2 million was included in the pass-rated category of commercial loan credit quality and $507 thousand was included in the classified category. The classified balance at September 30, 2025 was on nonaccrual status and was current with respect to payment terms. At December 31, 2024, shared national credit balances outstanding included in the C&I loan portfolio totaled $71.0 million, all of which were in the pass-rated category and current with respect to payment terms.
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) September 30, 2025 December 31, 2024
Outstanding Balance (1)
% of C&I Total
Outstanding Balance (1)
% of C&I Total
C&I Portfolio Segmentation:
Healthcare and social assistance $148,760 26 % $126,547 23 %
Real estate rental and leasing 56,402 10 63,992 12
Educational services 54,754 10 47,092 9
Transportation and warehousing
52,204 9 55,784 10
Retail trade 49,234 9 41,132 8
Accommodation and food services 26,161 5 12,368 2
Finance and insurance
25,561 4 26,557 5
Information
21,626 4 22,265 4
Manufacturing 20,903 4 32,140 6
Arts, entertainment, and recreation
18,646 3 19,861 4
Professional, scientific, and technical services
12,242 2 10,845 2
Public administration
1,789 — 2,186 —
Other
80,035 14 81,705 15
Total C&I loans
$568,317 100 % $542,474 100 %
Average C&I loan size (2)
$823 $798
Largest individual C&I loan outstanding
$32,560 $25,333
(1) Does not include unfunded commitments of $283.8 million and $307.9 million, respectively, as of September 30, 2025 and December 31, 2024.
(2) Total commitment (outstanding loan balance plus unfunded commitments) divided by number of loans.
Healthcare and social assistance, our largest single C&I segment, totaled $148.8 million as of September 30, 2025, representing 3% of total loans and 26% of the total C&I portfolio. This segment includes specialty medical practices, elder services, and community and mental health centers. At September 30, 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 September 30, 2025 in this segment.
Residential Real Estate Loans
The residential real estate loan portfolio represented 40% of total loans at September 30, 2025, compared to 41% at December 31, 2024.
-69-
Management's Discussion and Analysis
Residential real estate loans amounted to $2.1 billion at September 30, 2025, down by $52.4 million, or 2%, from the balance at December 31, 2024.
The following is a geographic summary of residential real estate loans by property location:
(Dollars in thousands) September 30, 2025 December 31, 2024
Amount % of Total Amount % of Total
Massachusetts
$1,460,357 70 % $1,530,847 72 %
Rhode Island 466,056 23 443,237 21
Connecticut
124,805 6 128,933 6
Subtotal 2,051,218 99 2,103,017 99
All other states 22,522 1 23,154 1
Total (1)
$2,073,740 100 % $2,126,171 100 %
(1) Includes residential mortgage loans purchased from and serviced by other financial institutions totaling $41.0 million and $46.8 million, respectively, as of September 30, 2025 and December 31, 2024.
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 condition of housing markets.
The table below presents residential real estate loan origination activity:
(Dollars in thousands) Three Months Nine Months
Periods ended September 30, 2025 2024 2025 2024
Amount % of Total Amount % of Total Amount % of Total Amount % of Total
Originations for retention in portfolio (1)
$50,852 29 % $26,317 19 % $129,845 28 % $77,311 20 %
Originations for sale to the secondary market (2)
122,300 71 115,117 81 328,031 72 303,943 80
Total $173,152 100 % $141,434 100 % $457,876 100 % $381,254 100 %
(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)
Three Months Nine Months
Periods ended September 30, 2025 2024 2025 2024
Amount % of Total Amount % of Total Amount % of Total Amount % of Total
Loans sold with servicing rights retained $9,774 8 % $17,881 15 % $34,355 11 % $66,508 22 %
Loans sold with servicing rights released (1)
116,713 92 102,457 85 284,406 89 236,526 78
Total $126,487 100 % $120,338 100 % $318,761 100 % $303,034 100 %
(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 banking revenues over the estimated period of servicing. The net balance of capitalized servicing rights amounted to
-70-
Management's Discussion and Analysis
$6.9 million and $7.7 million, respectively, as of September 30, 2025 and December 31, 2024. The balance of residential mortgage loans serviced for others, which are not included in the Unaudited Consolidated Balance Sheets, amounted to $1.4 billion at both September 30, 2025 and December 31, 2024.
Consumer Loans
The consumer loan portfolio represented 7% of total loans at both September 30, 2025 and 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 September 30, 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.
The consumer loan portfolio totaled $323.8 million at September 30, 2025, up by $9.1 million, or 3%, from December 31, 2024, largely reflecting an increase in home equity loans.
Asset Quality
The Corporation continually monitors the asset quality of the loan portfolio using all available information.
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 Unaudited Consolidated Financial Statements for additional information regarding TLMs.
Nonperforming Assets
Nonperforming assets include nonaccrual loans and OREO.
The following table presents nonperforming assets and additional asset quality data:
(Dollars in thousands) September 30,
2025 December 31,
2024
Commercial:
Commercial real estate $— $10,053
Commercial & industrial 1,010 515
Total commercial
1,010 10,568
Residential Real Estate:
Residential real estate 11,129 10,767
Consumer:
Home equity 1,877 1,972
Other — —
Total consumer
1,877 1,972
Total nonaccrual loans 14,016 23,307
OREO, net
— —
Total nonperforming assets $14,016 $23,307
Nonperforming assets to total assets 0.21 % 0.34 %
Nonperforming loans to total loans 0.27 % 0.45 %
Total past due loans to total loans 0.16 % 0.23 %
Allowance for credit losses on loans to total loans 0.71 % 0.82 %
Allowance for credit losses on loans to nonaccrual loans 260.96 % 180.03 %
Accruing loans 90 days or more past due $— $—
-71-
Management's Discussion and Analysis
Nonaccrual Loans
During the nine months ended September 30, 2025, the Corporation made no changes in its practices or policies concerning the placement of loans into nonaccrual status.
The following table presents the activity in nonaccrual loans:
(Dollars in thousands) Three Months Nine Months
For the periods ended September 30, 2025 2024 2025 2024
Balance at beginning of period $26,108 $30,479 $23,307 $44,618
Additions to nonaccrual status 1,068 1,880 13,664 2,867
Loans returned to accruing status — (268) (1,497) (14,401)
Loans charged-off (11,459) (59) (14,648) (182)
Loans transferred to other real estate owned — — — —
Payments, payoffs, and other changes (1,701) (890) (6,810) (1,760)
Balance at end of period $14,016 $31,142 $14,016 $31,142
As previously disclosed on a Form 8-K filed on October 8, 2025, the Corporation’s third quarter 2025 results were adversely impacted by $11.3 million of 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.
-72-
Management's Discussion and Analysis
The following table presents additional detail on nonaccrual loans:
(Dollars in thousands) September 30, 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 1,010 — — 1,010 0.18 — 515 — 515 0.09
Total commercial
1,010 — — 1,010 0.04 10,053 515 — 10,568 0.39
Residential Real Estate:
Residential real estate
5,542 2,475 3,112 11,129 0.54 5,975 2,419 2,373 10,767 0.51
Consumer:
Home equity 1,539 170 168 1,877 0.61 832 233 907 1,972 0.66
Other — — — — — — — — — —
Total consumer 1,539 170 168 1,877 0.58 832 233 907 1,972 0.63
Total nonaccrual loans $8,091 $2,645 $3,280 $14,016 0.27 % $16,860 $3,167 $3,280 $23,307 0.45 %
(1) Percentage of nonaccrual loans to the total loans outstanding within the respective loan class.
As of September 30, 2025, the composition of nonaccrual loans was 7% commercial and 93% residential and consumer. This compared to 45% commercial and 55% residential and consumer as of December 31, 2024.
Nonaccrual loans at September 30, 2025 totaled $14.0 million, down by $9.3 million from the end of 2024, largely reflecting a decline in nonaccrual CRE loans of $10.1 million. The decline in nonaccrual CRE loans was concentrated in CRE office segment and reflected year-to-date charge-offs, a loan payoff received in the second quarter of 2025 and loan sale proceeds received in the third quarter of 2025. Additionally, see discussion above regarding the collection of the $1.0 million nonaccrual C&I balance in October of 2025.
As of September 30, 2025, the balance of nonaccrual residential mortgage loans was predominately secured by properties in Massachusetts, Connecticut, and Rhode Island. Included in total nonaccrual residential real estate loans at September 30, 2025 were two loans purchased for portfolio and serviced by others amounting to $507 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) September 30, 2025 December 31, 2024
Amount % (1)
Amount % (1)
Commercial:
Commercial real estate $— — % $— — %
Commercial & industrial 8 — 900 0.17
Total commercial 8 — 900 0.03
Residential Real Estate:
Residential real estate 6,470 0.31 7,741 0.36
Consumer:
Home equity 1,583 0.52 2,947 0.99
Other 51 0.31 394 2.24
Total consumer 1,634 0.50 3,341 1.06
Total past due loans $8,112 0.16 % $11,982 0.23 %
(1) Percentage of past due loans to the total loans outstanding within the respective loan class.
-73-
Management's Discussion and Analysis
The composition of past due loans (loans past due 30 days or more) was essentially all residential and consumer as of September 30, 2025, compared to 92% residential and consumer and 8% commercial as of December 31, 2024.
Total past due loans decreased by $3.9 million from the end of 2024, largely reflecting decreases in past due consumer and residential mortgage loans.
Total past due loans included $5.9 million of nonaccrual loans as of September 30, 2025, compared to $6.4 million as of December 31, 2024.
All loans 90 days or more past due at September 30, 2025 and December 31, 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 September 30, 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 loans presented above.
Potential problem loans are assessed for loss exposure using the methods described in Note 4 to the Unaudited Consolidated Financial Statements under the caption “Credit Quality Indicators.” Management cannot predict the extent to which economic conditions or other factors may impact borrowers and the potential problem loans. Accordingly, there can be no assurance that other loans will not become 90 days or more past due, be placed on nonaccrual, become modified, or require an increased allowance coverage and provision for credit losses on loans.
Management has identified $32.1 million in potential problem loans at September 30, 2025, compared to $28.2 million at December 31, 2024. As of September 30, 2025, the balance of potential problem loans largely consisted of two CRE loans secured by office properties in Massachusetts. At September 30, 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. There were no significant changes in our modeling methodology to determine the ACL on loans during the three and nine months ended September 30, 2025.
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:
-74-
Management's Discussion and Analysis
(Dollars in thousands) September 30, 2025 December 31, 2024
Loans Related Allowance Allowance / Loans Loans Related Allowance Allowance / Loans
Individually analyzed loans $14,115 $53 0.38 % $16,591 $1,543 9.30 %
Pooled (collectively evaluated) loans (1)
5,108,722 36,523 0.71 5,122,728 40,417 0.79
Total $5,122,837 $36,576 0.71 % $5,139,319 $41,960 0.82 %
(1) The amount reported for pooled loans excludes negative basis adjustments associated with fair value hedges of $255 thousand and $1.5 million, respectively, at September 30, 2025 and December 31, 2024. See Note 8 to the Unaudited Consolidated Financial Statements for additional disclosure.
The ACL on loans amounted to $36.6 million at September 30, 2025, down by $5.4 million, or 13%, 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 0.71% at September 30, 2025, compared to 0.82% at December 31, 2024. ACL on loans as percentage of nonaccrual loans was 260.96% at September 30, 2025, compared to 180.03% at December 31, 2024.
Net charge-offs totaled $11.4 million and $14.4 million, respectively, for the three and nine months ended September 30, 2025. See additional discussion regarding third quarter charge-offs of $11.3 million on two nonaccrual commercial loan relationships above under the caption “Nonaccrual Loans.” Net charge-offs were $48 thousand and $127 thousand, respectively, for the three and nine months ended September 30, 2024.
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 resolution of the two commercial loan relationships discussed above, 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. As further disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, for pooled loans the Corporation utilizes a discounted cash flow methodology to estimate credit losses over the expected life of the loan. The methodology incorporates a probability of default and loss given default framework. Loss given default is estimated based on historical credit loss experience. Probability of default is estimated utilizing a regression model that incorporates econometric factors. See additional disclosure regarding our ACL methodology in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
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) September 30, 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 $18,843 0.87 % 42 % $26,485 1.23 % 42 %
Commercial & industrial 9,714 1.71 11 7,277 1.34 10
Total commercial
28,557 1.05 53 33,762 1.25 52
Residential Real Estate:
Residential real estate 6,623 0.32 40 6,832 0.32 41
Consumer:
Home equity 1,136 0.37 6 1,031 0.35 6
Other 260 1.58 1 335 1.91 1
Total consumer 1,396 0.43 7 1,366 0.43 7
Total ACL on loans at end of period
$36,576 0.71 % 100 % $41,960 0.82 % 100 %
(1) Percentage of loans outstanding in respective class to total loans outstanding.
-75-
Management's Discussion and Analysis
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 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) September 30, 2025 December 31, 2024 Change in Balance
Amount % of Total Amount % of Total $ %
Noninterest-bearing demand deposits $671,309 13 % $661,776 13 % $9,533 1 %
Interest-bearing demand deposits 703,848 13 592,904 12 110,944 19
NOW accounts 684,689 13 692,812 14 (8,123) (1)
Money market accounts 1,195,463 23 1,154,745 23 40,718 4
Savings accounts 733,529 14 523,915 10 209,614 40
Time deposits (in-market) 1,233,998 24 1,192,110 22 41,888 4
Total in-market deposits (1)
5,222,836 100 4,818,262 94 404,574 8
Wholesale brokered time deposits — — 297,538 6 (297,538) (100)
Total deposits $5,222,836 100 % $5,115,800 100 % $107,036 2 %
(1) As of September 30, 2025, in-market deposits were approximately 59% retail and 41% commercial and the average size was approximately $39 thousand.
Total deposits amounted to $5.2 billion at September 30, 2025, up by $107.0 million, or 2%, from December 31, 2024, due to an increase in in-market deposits that was partially offset by a decline in wholesale brokered time deposits of $297.5 million. See disclosure regarding wholesale funding under the caption “Borrowings” below.
Our in-market deposits, which exclude wholesale brokered time deposits, are well-diversified by industry and customer type. In-market deposits were up by $404.6 million, or 8%, from the balance at December 31, 2024, largely reflecting increases in savings and interest-bearing demand deposit balances. Growing deposits continues to be highly competitive in our market area and demand for higher-cost deposit products is intense. Washington Trust remains focused on maintaining and growing depositor relationships.
-76-
Management's Discussion and Analysis
The following table presents a summary of the Bank’s uninsured deposits:
(Dollars in thousands) September 30, 2025 December 31, 2024
Balance % of Total Deposits Balance % of Total Deposits
Uninsured Deposits:
Uninsured deposits (1)
$1,449,863 28 % $1,363,689 27 %
Less: affiliate deposits (2)
90,198 2 94,740 2
Uninsured deposits, excluding affiliate deposits 1,359,665 26 1,268,949 25
Less: fully-collateralized preferred deposits (3)
228,992 4 197,638 4
Uninsured deposits, after exclusions $1,130,673 22 % $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.
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 $791.0 million at September 30, 2025, down by $334.0 million, or 30%, from the balance at the end of 2024. For additional information regarding FHLB advances see Note 11 to the Unaudited Consolidated Financial Statements.
Both FHLB advances and wholesale brokered time deposits decreased in the nine months ended September 30, 2025, 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
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 75% of total average assets in the nine months ended September 30, 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.
-77-
Management's Discussion and Analysis
The table below presents a summary of contingent liquidity balances by source:
(Dollars in thousands)
September 30,
2025 December 31,
2024
Contingent Liquidity:
Federal Home Loan Bank of Boston (1)
$1,074,797 $752,951
Federal Reserve Bank of Boston (2)
105,793 70,286
Available cash liquidity (3)
107,291 36,647
Unencumbered securities 555,383 597,771
Total contingent liquidity $1,843,264 $1,457,655
Percentage of total contingent liquidity to uninsured deposits 127.1 % 106.9 %
Percentage of total contingent liquidity to uninsured deposits, after exclusions 163.0 % 136.1 %
(1) As of September 30, 2025 and December 31, 2024, loans with a carrying value of $2.7 billion and $2.8 billion, respectively, and securities available for sale with carrying values of $72.9 million and $74.2 million, respectively, were pledged to the FHLB resulting in this additional borrowing capacity.
(2) As of September 30, 2025 and December 31, 2024, loans with a carrying value of $62.3 million and $68.5 million, respectively, and securities available for sale with a carrying value of $58.7 million and $13.9 million, respectively, were pledged to the FRBB for the discount window 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 previously disclosed balance sheet repositioning transactions. On January 24, 2025, the sale was completed and the cash proceeds received were used to pay down FHLB advances and wholesale brokered time deposits 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 September 30, 2025 and December 31, 2024.
The ALCO establishes and monitors internal liquidity measures to manage liquidity exposure. Liquidity remained within target ranges established by the ALCO during the nine months ended September 30, 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, and borrowings. Also, in the ordinary course of business, the Corporation engages in a variety of financial transactions that, in accordance with GAAP, are not recorded in the financial statements, or are recorded in amounts that differ from the notional amounts. These financial transactions include commitments to extend credit, standby letters of credit, forward loan commitments, loan related derivative contracts and interest rate risk management contracts. For additional information on derivative financial instruments and financial instruments with off-balance sheet risk see Notes 8 and 18 to the Unaudited Consolidated Financial Statements.
Capital Resources
Total shareholders’ equity amounted to $533.0 million at September 30, 2025, up by $33.3 million from December 31, 2024. This net increase primarily reflected net income of $36.3 million and an improvement of $34.3 million in the AOCL component of shareholders' equity, partially offset by dividend declarations of $32.7 million and a net increase in treasury stock of $5.7 million. The improvement in AOCL included an increase in fair value of available for sale debt securities, as well as the effects of the remeasurement of the qualified pension plan upon settlement and reclassification of the after-tax pension plan settlement charge to noninterest expenses. See Note 16 to the Unaudited Consolidated Financial Statements for additional disclosure regarding changes in AOCL. The net increase in treasury stock included the Corporation’s repurchase of 246,803 shares, at an average price of $27.28 and a total cost of $6.7 million, under its 2025 Repurchase Program.
Washington Trust declared a quarterly dividend of 56 cents per share for the three months ended September 30, 2025, unchanged from the 56 cents per share declared for the same period in 2024.
-78-
Management's Discussion and Analysis
The ratio of total equity to total assets amounted to 7.93% at September 30, 2025, compared to a ratio of 7.21% at December 31, 2024. Book value per share was $27.98 at September 30, 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 12.90% at September 30, 2025, compared to 12.47% at December 31, 2024.
See Note 12 to the Unaudited Consolidated Financial Statements for additional discussion regarding shareholders’ equity.
Asset/Liability Management and Interest Rate Risk
Interest rate risk is the risk to earnings due to changes in interest rates. The ALCO is responsible for establishing policy guidelines on liquidity and acceptable exposure to interest rate risk. Quarterly, the ALCO reports on the status of liquidity and interest rate risk matters to the Corporation’s Audit Committee. The objective of the ALCO is to manage assets and funding sources to produce results that are consistent with the Corporation’s liquidity, capital adequacy, growth, risk, and profitability goals.
The Corporation utilizes the size and duration of the investment securities portfolio, the size and duration of the wholesale funding portfolio, interest rate contracts, and the pricing and structure of loans and deposits, to manage interest rate risk. The interest rate contracts may include interest rate swaps, caps, floors, and collars. These interest rate contracts involve, to varying degrees, credit risk and interest rate risk. Credit risk is the possibility that a loss may occur if a counterparty to a transaction fails to perform according to terms of the contract. The notional amount of the interest rate contracts is the amount upon which interest and other payments are based. The notional amount is not exchanged, and therefore, should not be taken as a measure of credit risk. See Note 8 to the Unaudited 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 September 30, 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 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
-79-
Management's Discussion and Analysis
simulation horizon, the results do not reflect adjustments in strategy that the ALCO could implement in response to rate shifts. It should also be noted that the static balance sheet assumption does not necessarily reflect the Corporation’s expectation for future balance sheet growth, which is a function of the business environment and customer behavior.
While the ALCO reviews and updates simulation assumptions and also periodically back-tests the simulation results to ensure that the assumptions are reasonable and current, income simulation may not always prove to be an accurate indicator of interest rate risk or future NIM. Over time, the repricing, maturity, and prepayment characteristics of financial instruments and the composition of the Corporation’s balance sheet may change to a different degree than estimated.
The following table sets forth the estimated change in net interest income from an unchanged rate scenario over the periods indicated for parallel changes in market interest rates using the Corporation’s on- and off-balance sheet financial instruments as of September 30, 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.
September 30, 2025 December 31, 2024
Months 1 - 12 Months 13 - 24 Months 1 - 12 Months 13 - 24
100 basis point rate decrease (2.11) % (2.90 %) (1.83) % (0.53 %)
200 basis point rate decrease (3.94) (5.57) (3.78) (1.67)
300 basis point rate decrease (5.71) (8.12) (5.89) (3.73)
100 basis point rate increase 0.91 0.03 (0.16) (3.52)
200 basis point rate increase 2.44 0.81 1.54 (3.98)
300 basis point rate increase 3.91 1.29 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 have the opposite effect 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.
-80-
Management's Discussion and Analysis
The following table summarizes the potential change in market value of the Corporation’s available for sale debt securities as of September 30, 2025 and December 31, 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-sponsored enterprise securities (callable) $1,018 ($1,950)
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises
47,094 (114,474)
Obligations of states and political subdivisions 28 (96)
Trust preferred debt and other corporate debt securities 69 (150)
Total change in market value as of September 30, 2025 $48,209 ($116,670)
Total change in market value as of December 31, 2024 $75,007 ($140,027)
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. There have been no material changes in the Corporation’s critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Recently Issued Accounting Pronouncements
See Note 2 to the Unaudited Consolidated Financial Statements for details of recently issued accounting pronouncements and their expected impact on the Corporation’s financial statements.
-81-
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.