5 unchanged sentences
See additional information under the caption “Subsidiaries.”
−Removed: Washington Trust offers a full range of financial services, including commercial banking, mortgage banking, personal banking, and wealth management and trust services, through its offices located in Rhode Island, Connecticut, and Massachusetts.
+Added: Washington Trust (hereafter also referred to as “we,” “our,” or the “Corporation”) offers a full range of financial services, including commercial banking, mortgage banking, personal banking, and wealth management and trust services, through its offices located in Rhode Island, Connecticut, and Massachusetts.
The accounting and reporting policies of Washington Trust conform to GAAP and to general practices of the banking industry.
1 unchanged sentence
Lending Activities
−Removed: Washington Trust’s total loan portfolio amounted to $5.1 billion, or 74% of total assets, at December 31, 2024.
−Removed: The Corporation classifies loans as commercial, residential real estate or consumer.
−Removed: The Corporation’s lending activities are conducted primarily in southern New England and, to a lesser extent, other states.
−Removed: Washington Trust offers a variety of commercial and retail lending products.
+Added: Total loans amounted to $5.1 billion, or 78% of total assets, at December 31, 2025.
+Added: Our lending activities are conducted primarily in southern New England and, to a lesser extent, other states.
+Added: We offer a variety of lending products to consumer, commercial, non-profit and municipal customers.
Interest rates charged on loans may be fixed or variable and vary with the degree of risk, loan term, underwriting and servicing costs, loan amount and the extent of other banking relationships maintained with customers.
5 unchanged sentences
The commercial loan portfolio represented 54% of total loans at December 31, 2025.
−Removed: In making commercial loans, Washington Trust may occasionally solicit the participation of other banks.
−Removed: Washington Trust also participates from time to time in commercial loans originated by other banks.
+Added: In making commercial loans, we may occasionally solicit the participation of other banks.
+Added: We also participate from time to time 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.
−Removed: Our participation in commercial loans originated by other banks also includes shared national credits.
−Removed: Shared national credits are defined as participation in loans or loan commitments of at least $100 million that are shared by three or more banks.
Commercial loans fall into two major categories:
CRE and C&I loans.
−Removed: CRE loans consist of commercial mortgages secured by real property where the primary source of repayment is derived from rental income associated with the property or the proceeds of the sale, refinancing or permanent financing of the property.
+Added: 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.
3 unchanged sentences
C&I loans are frequently collateralized by equipment, inventory, accounts receivable and/or general business assets.
−Removed: A portion of the Bank’s C&I loan portfolio is also collateralized by real estate.
−Removed: C&I loans also include tax-exempt loans made to states
−Removed: 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.
+Added: A portion of the Bank’s C&I loan portfolio is also collateralized by owner occupied real estate.
+Added: 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.
At December 31, 2025, C&I loans represented 21% of the total commercial loan portfolio and 11% of the total loan portfolio.
7 unchanged sentences
Residential real estate loans are also originated for various investors in a broker capacity, including conventional mortgages and reverse mortgages.
−Removed: Also included in the residential real estate loan portfolio are mortgage loans purchased from and serviced by other financial institutions.
−Removed: These loans are individually evaluated at time of purchase to Washington Trust’s underwriting standards and are secured by one- to four-family residential properties in southern New England and other states.
−Removed: As of December 31, 2024, purchased residential mortgages serviced by others were largely secured by properties located in Massachusetts and represented 2% of the total residential real estate loan portfolio and 1% of the total loan portfolio.
Consumer Loans
2 unchanged sentences
Home equity lines and home equity loans represent 95% of the total consumer portfolio at December 31, 2025.
−Removed: Also included in the consumer loan portfolio are purchased loans to individuals secured by general aviation aircraft.
−Removed: These loans were individually underwritten by us at the time of purchase using standards similar to those employed for self-originated consumer loans.
−Removed: At December 31, 2024, these purchased loans represented 4% of the total consumer loan portfolio and 0.2% of the total loan portfolio.
Deposit Activities
At December 31, 2025, total deposits amounted to $5.3 billion.
−Removed: Deposits represent Washington Trust’s primary source of funds and are gathered primarily from the areas surrounding our branch network.
+Added: Deposits represent our primary source of funds and are gathered primarily from the areas surrounding our branch network.
The Bank offers a wide variety of products with a range of interest rates and terms to consumer, commercial, non-profit and municipal customers.
1 unchanged sentence
A variety of retirement deposit accounts are also offered to customers.
−Removed: Additional deposit services provided to customers include debit cards, ATMs, telephone banking, internet banking, mobile banking, remote deposit capture and cash management services.
+Added: Additional deposit services provided to customers include debit cards, ATMs, telephone banking, internet banking, mobile banking, remote deposit capture and treasury management services.
Wholesale brokered deposits from out-of-market institutional sources are also utilized as part of our overall funding strategy.
−Removed: Washington Trust is a participant in the DDM, ICS, and CDARS programs.
−Removed: Washington Trust uses these deposit sweep services to place customer and client funds into interest-bearing demand accounts, money market accounts, and/or certificates of deposits issued by other participating banks.
+Added: The Bank is a participant in the DDM, ICS, and CDARS programs.
+Added: The Bank uses these deposit sweep services to place customer and client funds into interest-bearing demand accounts, money market accounts, and/or certificates of 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.
−Removed: We consider these reciprocal deposit balances to be in-market deposits as distinguished from traditional wholesale brokered deposits.
Investment Security Activities
−Removed: Washington Trust’s investment securities portfolio amounted to $916.3 million, or 13% of total assets, at December 31, 2024 and 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.
−Removed: Washington Trust may acquire, hold and transact in various types of investment securities in accordance with applicable federal regulations, state statutes and guidelines specified in Washington Trust’s internal investment policy.
−Removed: At December 31, 2024, the investment securities portfolio consisted of obligations of U.S.
−Removed: government agencies and U.S.
−Removed: government-sponsored enterprises, including mortgage-backed securities;
−Removed: individual name issuer trust preferred debt securities;
−Removed: and corporate bonds.
+Added: Investment securities amounted to $940.3 million, or 14% of total assets, at December 31, 2025 and 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.
+Added: Washington Trust may acquire, hold and transact in various types of investment securities in accordance with applicable federal regulations, state statutes and guidelines specified in Washington Trust’s investment policy.
+Added: At December 31, 2025, the largest component of the securities portfolio is mortgage-backed securities, all of which are issued by U.S.
+Added: government agencies or U.S.
+Added: government-sponsored enterprises.
Wholesale Funding Activities
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As a member of the FHLB, the Bank must own a minimum amount of FHLB stock, calculated periodically based primarily on its level of borrowings from the FHLB.
−Removed: At December 31, 2024, the Bank had advances payable to the FHLB of $1.1 billion.
+Added: At December 31, 2025, the Bank had advances payable to the FHLB of $626.0 million.
The Bank pledges certain qualified investment securities and loans as collateral to the FHLB.
−Removed: At December 31, 2024, the Bank had available borrowing capacity with the FHLB of $753.0 million.
−Removed: The Bank also has access to a $40.0 million unused line of credit with the FHLB.
+Added: At December 31, 2025, the Bank had available borrowing capacity with the FHLB of $1.4 billion.
Additional funding sources are available through the FRBB and in other forms of borrowing, such as securities sold under repurchase agreements.
−Removed: As noted above under the caption “Deposit Activities,” the Corporation also utilizes wholesale brokered deposits as part of its overall funding program.
+Added: As noted above under the caption “Deposit Activities,” we also utilize wholesale brokered deposits as part of our overall funding program.
Wealth Management Services
−Removed: Washington Trust provides a broad range of wealth management services to personal and institutional clients.
+Added: We provide a broad range of wealth management services to personal and institutional clients.
These services include investment management;
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These assets are not included in the Consolidated Financial Statements.
−Removed: Washington Trust’s wealth management revenues represent our largest source of noninterest income.
−Removed: 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.
−Removed: This portion of wealth management revenues is referred to as “asset-based” and includes trust and investment management fees.
−Removed: Wealth management revenues also include “transaction-based” revenues that are not primarily derived from the value of assets.
+Added: Wealth management revenues represent our largest source of noninterest income.
At December 31, 2025, the Bancorp’s principal subsidiary is the Bank.
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See “-Supervision and Regulation-Consumer Protection Regulation” for a discussion of certain regulations that apply to WTMC.
−Removed: Washington Trust’s residential mortgage origination business conducted through our residential mortgage lending offices located outside of Rhode Island is performed by this Bank subsidiary.
+Added: Our residential mortgage origination business conducted through our residential mortgage lending offices located outside of Rhode Island is performed by this Bank subsidiary.
The Bank has other subsidiaries whose primary functions are to provide servicing on passive investments, such as loans acquired from the Bank and investment securities.
In addition, the Bank has a subsidiary that was formed for the purpose of holding, monitoring and disposing of certain foreclosed properties.
−Removed: Washington Trust’s headquarters and main office is located in Westerly in Washington County, Rhode Island.
−Removed: Washington Trust’s primary deposit gathering area consists of the communities that are served by its branch network.
+Added: Our headquarters and main office is located in Westerly in Washington County, Rhode Island.
+Added: Our primary deposit gathering area consists of the communities that are served by its branch network.
As of December 31, 2025, the Bank had 10 branch offices located in southern Rhode Island (Washington County), 17 branch offices located in the greater Providence area in Rhode Island and one branch office located in southeastern Connecticut.
−Removed: Washington Trust’s lending activities are conducted primarily in southern New England and, to a lesser extent, other states.
−Removed: Washington Trust provides commercial, residential and consumer lending services from its branch locations and other offices.
−Removed: See additional disclosure in Item 2, Properties.
−Removed: Washington Trust provides wealth management services from its offices located in Westerly, Narragansett and Providence, Rhode Island;
+Added: As mentioned above, our lending activities are conducted primarily in southern New England and, to a lesser extent, other states.
+Added: We provide commercial, residential and consumer lending services from our branch locations and other offices.
+Added: Our wealth management activities are conducted largely in southern New England and, to a lesser extent, other states.
+Added: We provide wealth management services from our offices located in Westerly, Narragansett and Providence, Rhode Island;
Wellesley, Massachusetts;
and New Haven, Connecticut.
−Removed: Washington Trust faces considerable competition in its market area for all aspects of banking and related financial service activities.
−Removed: Washington Trust contends with strong competition both in generating loans and attracting deposits.
+Added: See additional disclosure in Item 2 “Properties.”
+Added: We face considerable competition in our market area for all aspects of banking and related financial service activities.
+Added: We contend with strong competition both in generating loans and attracting deposits.
The primary factors in competing are interest rates, financing terms, fees charged, products offered, personalized customer service, online and mobile access to accounts and convenience of branch locations, ATMs and branch hours.
Competition comes from commercial banks, credit unions, savings institutions and non-bank lenders.
−Removed: Washington Trust faces strong competition from larger institutions with relatively greater resources, broader product lines and larger delivery systems.
−Removed: Competition could intensify in the future as a result of industry consolidation, the increasing availability of products and services from non-bank institutions and financial technology companies, greater technological developments in the industry and continued bank regulatory changes.
−Removed: Washington Trust operates in a highly competitive wealth management services marketplace.
+Added: We face strong competition from larger institutions with relatively greater resources, broader product lines and larger delivery systems.
+Added: Competition could continue to intensify as a result of industry
+Added: consolidation, the increasing availability of products and services from non-bank institutions and financial technology companies, greater technological developments in the industry and continued bank regulatory changes.
+Added: We operate in a highly competitive wealth management services marketplace.
Key competitive factors include investment products, level of investment performance, client services, as well as personal relationships.
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The BHCA also generally prohibits a bank holding company from engaging directly or indirectly in activities other than those of banking, managing or controlling banks or furnishing services to its subsidiary banks.
−Removed: However, among other permitted activities, a bank holding company may engage directly or indirectly in, and acquire control of companies engaged in,
−Removed: activities that the Federal Reserve has determined to be closely related to banking, subject to certain notification requirements.
+Added: However, among other permitted activities, a bank holding company may engage directly or indirectly in, and acquire control of companies engaged in, activities that the Federal Reserve has determined to be closely related to banking, subject to certain notification requirements.
In 2005, the Bancorp elected financial holding company status pursuant to the provisions of the GLBA.
1 unchanged sentence
“Financial activities” is broadly defined to include not only banking, insurance and securities activities, but also merchant banking and additional activities that the Federal Reserve, in consultation with the Secretary of the Treasury, determines to be financial in nature, incidental to such financial activities, or complementary activities that do not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally.
−Removed: If a financial holding company or any depository institution subsidiary of a financial holding company fails to remain well capitalized and well managed, the Federal Reserve may impose such limitations on the conduct or activities of the financial holding company as the Federal Reserve determines to be appropriate, and the company and its affiliates may not commence any new activity or acquire control of shares of any company engaged in any activity that is authorized particularly for financial holding companies without first obtaining the approval of the Federal Reserve.
−Removed: The company must also enter into an agreement with the Federal Reserve to comply with all applicable requirements to qualify as a financial holding company.
−Removed: If a financial holding company remains out of compliance for 180 days or such longer period as the Federal Reserve permits, the Federal Reserve may require the financial holding company to divest either its insured depository institution or all of its non-banking subsidiaries engaged in activities not permissible for a bank holding company.
−Removed: If an insured depository institution subsidiary of a financial holding company fails to maintain a “satisfactory” or better record of performance under the CRA, the financial holding company will be prohibited, until the rating is raised to “satisfactory” or better, from engaging in new activities authorized particularly for financial holding companies or acquiring companies engaged in such activities.
+Added: If a financial holding company or any depository institution subsidiary of a financial holding company fails to remain well capitalized and well managed, or an insured depository institution subsidiary of a financial holding company fails to maintain
+Added: a “satisfactory” or better record of performance under the CRA, the financial holding company may be subject to limits that include an inability to commence any new activity or acquire control of shares of any company engaged in any activity that is authorized particularly for financial holding companies without first obtaining the approval of the Federal Reserve.
Limitations on Acquisitions of Bancorp Common Stock.
The Change in Bank Control Act prohibits a person or group of persons from acquiring “control” of a bank holding company unless the Federal Reserve has been notified and has not objected to the transaction.
−Removed: Under rebuttable presumptions of control established by the Federal Reserve, the acquisition of control of voting securities of a bank holding company constitutes an acquisition of control under the Change in Bank Control Act, requiring prior notice to the Federal Reserve, if, immediately after the transaction, the acquiring person (or persons acting in concert) will own, control, or hold with power to vote 10% or more of any class of voting securities of the bank holding company, and if either (i) the bank holding company has registered securities under Section 12 of the Exchange Act, or (ii) no other person will own, control, or hold the power to vote a greater percentage of that class of voting securities immediately after the transaction.
−Removed: On July 30, 2024, the FDIC approved a notice of proposed rulemaking to amend the FDIC’s rules implementing the Change in Bank Control Act.
−Removed: If adopted, the proposed rule would eliminate an exemption from prior notice to the FDIC for a proposed change in control involving the acquisition of voting securities of a depository institution holding company for which the Federal Reserve reviews a notice pursuant to the Change in Bank Control Act.
−Removed: As a result, if the proposed rule is adopted, the acquisition of control of a bank holding company for an insured state nonmember bank would require prior notice to both the FDIC and the Federal Reserve.
+Added: Under rebuttable presumptions of control established by the Federal Reserve, the acquisition of control of voting securities of a bank holding company constitutes an acquisition of control under the Change in Bank Control Act, requiring prior notice to and non-objection by the Federal Reserve, if, immediately after the transaction, the acquiring person (or persons acting in concert) will own, control, or hold with power to vote 10% or more of any class of voting securities of the bank holding company, and if either (i) the bank holding company has registered securities under Section 12 of the Exchange Act, or (ii) no other person will own, control, or hold the power to vote a greater percentage of that class of voting securities immediately after the transaction.
In addition, the BHCA prohibits any company from acquiring control of a bank or bank holding company without first having obtained the approval of the Federal Reserve.
2 unchanged sentences
Regulation of the Bank
−Removed: The Bank is subject to the regulation, supervision and examination by the FDIC, the RI Division of Banking and the Connecticut Department of Banking.
−Removed: The Bank is also subject to various Rhode Island and Connecticut business and banking regulations and the regulations issued by the CFPB (as enforced by the FDIC).
+Added: The Bank is subject to regulation, supervision and examination by the FDIC and the RI Division of Banking.
+Added: The Bank is also subject to various Rhode Island business and banking regulations and the regulations issued by the CFPB (as enforced by the FDIC).
+Added: The Bank’s branch in Connecticut is also subject to the regulation, supervision and examination of the Connecticut Department of Banking.
The Federal Reserve may also directly examine the subsidiaries of the Bancorp, including the Bank.
−Removed: The FDIC, the RI Division of Banking and the Connecticut Department of Banking have the authority to issue cease and desist orders;
+Added: The FDIC and the RI Division of Banking have the authority to issue cease and desist orders;
to terminate insurance of deposits;
1 unchanged sentence
to issue directives to increase capital;
−Removed: place the bank into receivership;
+Added: to place the bank into receivership;
and to initiate injunctive actions against banking organizations and institution-related parties.
Deposit Insurance.
−Removed: The deposit obligations of the Bank are insured by the FDIC’s Deposit Insurance Fund up to $250,000 per depositor with respect to deposits held in the same right and capacity.
−Removed: Deposit insurance premiums are based on assets.
−Removed: The FDIC calculates deposit insurance assessment rates for established small banks, generally those banks with less than $10 billion of assets that have been insured for at least five years, using the CAMELS rating system and other factors.
−Removed: The CAMELS rating system is a supervisory rating system designed to take into account and reflect various financial and operational risks that a bank may face, including capital adequacy, asset quality, management capability, earnings, liquidity and sensitivity to market risk.
−Removed: To determine a bank’s assessment rate, each of seven financial ratios and a weighted average of CAMELS component ratings are multiplied by a corresponding pricing multiplier.
−Removed: The sum of these products is added to a uniform amount, with the resulting sum being an institution’s initial base assessment rate (subject to minimum or maximum assessment rates based on a bank’s CAMELS composite rating).
−Removed: This method takes into account various measures, including an institution’s leverage ratio, brokered deposit ratio, one year asset growth, the ratio of net income before taxes to total assets and considerations related to asset quality.
+Added: The deposit obligations of the Bank are insured by the DIF up to $250,000 per depositor with respect to deposits held in the same right and capacity.
+Added: The FDIC calculates deposit insurance assessment rates for established small banks, generally those banks with less than $10 billion of assets that have been insured for at least five years, using supervisory ratios, financial ratios, and other factors.
+Added: In November 2023, the FDIC approved a final rule to implement a special assessment to recover, over eight quarters beginning with the first quarter of 2024, losses to the DIF arising from the receiverships of Silicon Valley Bank and Signature Bank.
+Added: In December 2025, the FDIC updated its estimate of the DIF’s losses and reduced the final assessment rate for the eighth collection quarter.
The FDIC has the authority to adjust deposit insurance assessment rates at any time.
−Removed: The FDIC is also required to recover losses to its Deposit Insurance Fund arising from the use of the systemic risk exception invoked on March 12, 2023, by the Secretary of the Treasury, acting on the recommendation of the Board of Directors of the FDIC and the Federal Reserve, and after consultation with the President, to allow the FDIC to complete its resolution of both Silicon Valley Bank and Signature Bank in a manner that fully protected depositors.
−Removed: The FDIC is required to recover such losses through one or more special assessments on insured depository institution, depository institution holding companies (with the concurrence of the Secretary of the Treasury with respect to holding companies), or both, as the FDIC determines appropriate.
−Removed: On November 16, 2023, the FDIC approved a final rule to implement a special assessment to recover such losses.
−Removed: For 2024, the FDIC insurance expense for the Bank was $5.5 million.
In addition, under the FDIA, the FDIC may terminate deposit insurance, among other circumstances, upon a finding that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC.
+Added: For 2025, the FDIC insurance expense for the Bank was $4.6 million.
Acquisitions and Branching.
1 unchanged sentence
Well capitalized and well managed banks may acquire other banks in any state, subject to certain deposit concentration limits and other conditions, pursuant to the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, as amended by the Dodd-Frank Act.
−Removed: In addition, the Dodd-Frank Act authorizes a state-chartered bank, such as the Bank, to establish new branches on an interstate basis to the same extent a bank chartered by the host state may establish branches.
+Added: In addition, the Dodd-Frank Act
+Added: authorizes a state-chartered bank, such as the Bank, to establish new branches on an interstate basis to the same extent a bank chartered by the host state may establish branches.
Activities and Investments of Insured State-Chartered Banks.
3 unchanged sentences
Brokered Deposits.
−Removed: The FDIA and FDIC regulations generally limit the ability of an insured depository institution to accept, renew or roll over any brokered deposit unless the institution’s capital category is “well capitalized” or, with the FDIC’s approval, “adequately capitalized.” Certain depository institutions that have brokered deposits in excess of 10% of total assets may be subject to increased FDIC deposit insurance premium assessments.
−Removed: However, for institutions that are well capitalized and have a CAMELS composite rating of 1 or 2, reciprocal deposits are deducted from brokered deposits, and established small banks (generally those with less than $10 billion in assets) are not subject to a brokered deposit adjustment.
−Removed: Section 202 of the Economic Growth Act, which was enacted in 2018, amends the FDIA to exempt a capped amount of reciprocal deposits from treatment as brokered deposits for certain insured depository institutions.
+Added: The FDIA and FDIC regulations generally limit the ability of an insured depository institution to accept, renew or roll over any brokered deposit unless the institution’s capital category is “well capitalized” or, with the FDIC’s approval, “adequately capitalized.” Additionally, increased reliance on brokered deposits can increase an institution’s deposit insurance assessment.
Community Reinvestment Act.
−Removed: The CRA requires the FDIC to evaluate the Bank’s performance in helping to meet the credit needs of the entire community it serves, including low- and moderate-income neighborhoods, consistent with its safe and
−Removed: sound banking operations, and to take this record into consideration when evaluating certain applications.
−Removed: The FDIC’s CRA regulations are generally based upon objective criteria of the performance of institutions under three key assessment tests:
−Removed: (i) a lending test, to evaluate the institution’s record of making loans in its service areas;
−Removed: (ii) an investment test, to evaluate the institution’s record of investing in community development projects, affordable housing, and programs benefiting low- or moderate-income individuals and businesses;
−Removed: and (iii) a service test, to evaluate the institution’s delivery of services through its branches, ATMs and other offices.
−Removed: Failure of an institution to receive at least a “satisfactory” rating could inhibit the Bank or the Bancorp from undertaking certain activities, including engaging in activities permitted as a financial holding company under GLBA and acquisitions of other financial institutions.
−Removed: Rhode Island and Connecticut also have enacted substantially similar community reinvestment requirements.
−Removed: On October 23, 2023, the FDIC approved changes to its CRA regulations, maintaining the existing CRA ratings (outstanding, satisfactory, needs to improve, and substantial noncompliance) but modifying the evaluation framework to replace the existing tests generally applicable to banks with at least $2 billion in assets (the lending, investment, and services tests) with four new tests and associated performance metrics.
−Removed: On February 5, 2024, the American Bankers Association, the U.S.
−Removed: Chamber of Commerce, the Independent Community Bankers of America, along with four state trade associations jointly sued the Federal Reserve, FDIC, and Office of Comptroller of the Currency for exceeding their statutory authority in adopting revised regulations to implement the Community Reinvestment Act.
−Removed: The lawsuit filed in the U.S.
−Removed: District Court for the Northern District of Texas requested the regulatory agencies vacate the rule and sought a preliminary injunction pausing the new rules while the court decided the merits of the case.
−Removed: On March 29, 2024, the district court judge granted a temporary injunction to pause the implementation of CRA final rule with respect to the plaintiff trade associations while the case moves forward.
−Removed: The banking agencies have appealed the issuance of the injunction to the U.S.
−Removed: Court of Appeals for the Fifth Circuit.
−Removed: However, the new CRA regulations are currently expected to become effective on January 1, 2026.
+Added: The CRA requires the FDIC to evaluate the Bank’s performance in helping to meet the credit needs of the entire community it serves, including low- and moderate-income neighborhoods, consistent with its safe and sound banking operations, and to take this record into consideration when evaluating certain applications.
+Added: Failure of an institution to receive at least a “satisfactory” rating could inhibit the institution or its parent company from undertaking certain activities, including engaging in activities permitted as a financial holding company under GLBA and acquisitions of other financial institutions.
+Added: Rhode Island and Connecticut (with respect to the in-state branch) also have enacted substantially similar community reinvestment requirements.
The Bank has achieved a rating of “satisfactory” on its most recent examination dated December 5, 2022.
+Added: On October 24, 2023, the federal banking agencies issued a final rule revising their framework for evaluating banks’ records of community investment under the CRA.
+Added: On July 16, 2025, the agencies issued a proposal to rescind the October 2023 final rule and reinstate the CRA framework that existed prior to the October 2023 final rule, which has remained in effect.
+Added: The Bank’s most recent performance evaluation was conducted using the CRA framework that existed prior to the October 2023 final rule.
Lending Restrictions.
8 unchanged sentences
The Federal Reserve and the FDIC may from time to time require that a banking organization maintain capital above the minimum levels discussed below, due to the banking organization’s financial condition or actual or anticipated growth.
−Removed: The capital adequacy rules define qualifying capital instruments and specify minimum amounts of capital as a percentage of assets that banking organizations are required to maintain.
+Added: The capital adequacy rules define qualifying capital instruments and specify minimum amounts of capital that banking organizations are required to maintain as a percentage of assets or risk-weighted assets.
Common equity Tier 1 generally includes common stock and related surplus, retained earnings and, in certain cases and subject to certain limitations, minority interests in consolidated subsidiaries, less goodwill, other non-qualifying intangible assets and certain other deductions.
Tier 1 capital generally consists of the sum of common equity Tier 1 elements, non-cumulative perpetual preferred stock, and related surplus and, in certain cases and subject to limitations, minority interests in consolidated subsidiaries that do not qualify as common equity Tier 1 capital, less certain deductions.
−Removed: Tier 2 capital generally consists of hybrid capital instruments, perpetual debt and mandatory convertible debt securities, cumulative perpetual preferred stock, term subordinated debt and intermediate-term preferred stock, and, subject to limitations, ACL on loans.
+Added: Tier 2 capital generally consists of hybrid capital instruments, perpetual debt and mandatory convertible debt securities, cumulative perpetual preferred stock, term
+Added: subordinated debt and intermediate-term preferred stock, and, subject to limitations, ACL on loans.
The sum of Tier 1 and Tier 2 capital less certain required deductions represents qualifying total risk-based capital.
−Removed: Prior to the effectiveness of certain provisions of the Dodd-Frank Act, bank holding companies were permitted to include trust preferred securities and cumulative perpetual preferred stock in Tier 1 capital, subject to limitations.
−Removed: However, the Federal Reserve’s capital rule applicable to bank holding companies permanently grandfathers non-qualifying capital instruments, including trust preferred securities, issued before May 19, 2010 by depository institution holding companies with less than $15 billion in total assets as of December 31, 2009, subject to a limit of 25% of Tier 1 capital.
−Removed: The Bancorp’s currently outstanding trust preferred securities were grandfathered under this rule.
−Removed: In addition, under rules that became effective January 1, 2015, AOCI (positive or negative) must be reflected in Tier 1
+Added: Newly-issued trust preferred securities generally are not counted as Tier 1 capital, but the Bancorp’s currently outstanding trust preferred securities were grandfathered and continue to count toward its Tier 1 capital.
+Added: In addition, under rules that became effective January 1, 2015, AOCI (positive or negative) must be reflected in Tier 1 capital;
however, the Bancorp and the Bank were permitted to make a one-time, permanent election to continue to exclude AOCI from capital.
6 unchanged sentences
(ii) a Tier 1 capital to risk-weighted assets ratio of 8.0% or greater;
−Removed: (iii) a common Tier 1 equity ratio of 6.5% or greater, (iv) a leverage capital ratio of 5.0% or greater;
+Added: (iii) a common equity Tier 1 ratio of 6.5% or greater, (iv) a leverage capital ratio of 5.0% or greater;
and (v) is not subject to any written agreement, order, capital directive, or prompt corrective action directive to meet and maintain a specific capital level for any capital measure.
3 unchanged sentences
A bank that is “critically undercapitalized” (i.e., has a ratio of tangible equity to total assets that is equal to or less than 2.0%) will be subject to further restrictions, and generally will be placed in conservatorship or receivership within 90 days.
−Removed: Current capital rules do not establish standards for determining whether a bank holding company is well capitalized.
−Removed: However, for purposes of processing regulatory applications and notices, the Federal Reserve Board’s Regulation Y provides that a bank holding company is considered “well capitalized” if (i) on a consolidated basis, the bank holding company maintains a total risk-based capital ratio of 10.0% or greater;
−Removed: (ii) on a consolidated basis, the bank holding company maintains a Tier 1 risk-based capital ratio of 6.0% or greater;
−Removed: and (iii) the bank holding company is not subject to any written agreement, order, capital directive, or prompt corrective action directive issued by the Board to meet and maintain a specific capital level for any capital measure.
−Removed: The Bancorp is considered “well capitalized” under this definition.
−Removed: A banking organization that qualifies for and elects to use the community bank leverage framework described below will be considered well capitalized as long as it is not subject to any written agreement, order, capital directive, or prompt corrective action directive issued by the Board to meet and maintain a specific capital level for any capital measure.
−Removed: Safety and Soundness Standard.
+Added: Safety and Soundness Standards.
Guidelines adopted by the federal bank regulatory agencies pursuant to the FDIA establish general standards relating to internal controls and information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, asset quality, earnings, and compensation and benefits.
−Removed: In general, these guidelines require, among other things, appropriate systems and practices to identify and manage the risk and exposures specified in the guidelines.
−Removed: The guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director or principal shareholder.
−Removed: In addition, the federal banking agencies adopted regulations that authorize, but do not require, an agency to order an institution that has been given notice by an agency that it is not satisfying any of such safety and soundness standards to submit a compliance plan.
−Removed: If, after being so notified, an institution fails to submit an acceptable compliance plan or fails in any material respect to implement an acceptable compliance plan, the agency must issue an order directing action to correct the deficiency and may issue an order restricting asset growth, requiring an institution to increase its ratio of tangible equity to assets or directing other actions of the types to which an undercapitalized institution is subject under the “prompt corrective action” provisions of the FDIA.
−Removed: See “-Regulatory Capital Requirements” above.
−Removed: If an institution fails to comply with such an order, the agency may seek to enforce such order in judicial proceedings and to impose civil money penalties.
+Added: Among other things, the guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director or principal shareholder.
Dividend Restrictions
The Bancorp is a legal entity separate and distinct from the Bank and its other subsidiaries.
−Removed: Revenues of the Bancorp are derived primarily from dividends paid to it by the Bank.
+Added: Revenues and cash flows of the Bancorp (on a non-consolidated basis) are derived primarily from dividends paid to it by the Bank.
The right of the Bancorp, and consequently the right of shareholders of the Bancorp, to participate in any distribution of the assets or earnings of its subsidiaries, through the payment of such dividends or otherwise, is subject to the prior claims of creditors of the subsidiaries, including, with respect to the Bank, depositors of the Bank, except to the extent that certain claims of the Bancorp in a creditor capacity may be recognized.
12 unchanged sentences
An insured depository institution (and its subsidiaries) may not lend money to, or engage in covered transactions with, its non-depository institution affiliates if the aggregate amount of “covered transactions” outstanding involving the bank, plus the proposed transaction, exceeds the following limits:
−Removed: (i) in the case of any one such affiliate, the aggregate amount of “covered transactions” of the insured depository institution and its subsidiaries cannot exceed 10% of the capital stock and surplus of the insured depository institution;
−Removed: and (ii) in the case of all affiliates, the aggregate amount of covered transactions of the insured depository institution and its subsidiaries cannot exceed 20% of the capital stock and surplus of the insured depository institution.
−Removed: For this purpose, “covered transactions” are defined by statute to include:
−Removed: a loan or extension of credit to an affiliate, a purchase of or investment in securities issued by an affiliate, a purchase of assets from an affiliate unless exempted by the Federal Reserve, the acceptance of securities issued by an affiliate as collateral for a loan or extension of credit to any person or company, the issuance of a guarantee, acceptance or letter of credit on behalf of an affiliate, securities borrowing or lending transactions with an affiliate that creates a credit exposure to such affiliate, or a derivatives transaction with an affiliate that creates a credit exposure to such affiliate.
+Added: (i) in the case of any one such affiliate, 10% of the capital stock and surplus of the insured depository institution;
+Added: and (ii) in the case of all affiliates, 20% of the capital stock and surplus of the insured depository institution.
+Added: For this purpose, “covered transactions” are defined by statute to include, among other things:
+Added: a loan or extension of credit to an affiliate, a purchase of or investment in securities issued by an affiliate, a purchase of assets from an affiliate, the acceptance of securities issued by an affiliate as collateral for a loan or extension of credit to any person or company, the issuance of a guarantee, acceptance or letter of credit on behalf of an affiliate, or a derivatives transaction with an affiliate that creates a credit exposure to such affiliate.
“Covered transactions” are also subject to certain collateral security requirements.
“Covered transactions” as well as other types of transactions between a bank and a bank holding company must be conducted under terms and conditions, including credit standards, that are at least as favorable to the bank as prevailing market terms.
−Removed: If a banking organization elects to use the community bank leverage ratio framework described in “Capital Adequacy and Safety and Soundness - Regulatory Capital Requirements” above, the banking organization would be required to measure the amount of covered transactions as a percentage of Tier 1 capital, subject to certain adjustments.
Moreover, Section 106 of the Bank Holding Company Act Amendments of 1970 provides that, to further competition, a bank holding company and its subsidiaries are prohibited from engaging in certain tying arrangements in connection with any extension of credit, lease or sale of property of any kind, or the furnishing of any service.
3 unchanged sentences
Further, the CFPB also has a broad mandate to prohibit unfair, deceptive or abusive acts and practices and is specifically empowered to require certain disclosures to consumers and draft model disclosure forms.
−Removed: Failure to comply with consumer protection laws and
−Removed: regulations can subject financial institutions to enforcement actions, fines and other penalties.
+Added: Failure to comply with consumer protection laws and regulations can subject financial institutions to enforcement actions, fines and other penalties.
The FDIC examines the Bank for compliance with CFPB rules and enforces CFPB rules with respect to the Bank.
1 unchanged sentence
Additionally, the CFPB’s qualified mortgage rule, requires creditors, such as Washington Trust, to make a reasonable good faith determination of a consumer's ability to repay any consumer credit transaction secured by a dwelling.
−Removed: The Economic Growth Act included provisions that ease certain requirements related to residential mortgage transactions for certain institutions with less than $10 billion in total consolidated assets.
+Added: The Economic Growth, Regulatory Relief, and Consumer Protection Act included provisions that ease certain requirements related to residential mortgage transactions for certain institutions with less than $10 billion in total consolidated assets.
Privacy and Customer Information Security.
2 unchanged sentences
However, an annual disclosure is not required to be provided by a financial institution if the financial institution only discloses information under exceptions from GLBA that do not require an opt out to be provided and if there has been no change in its privacy policies and procedures since its most recent disclosure provided to consumers.
−Removed: The GLBA also requires that the Bank develop, implement and maintain a comprehensive written information security program designed to ensure the security and confidentiality of customer information (as defined under GLBA), to protect against anticipated threats or hazards to the security or integrity of such information;
+Added: The GLBA also requires that the Bank develop, implement and maintain a comprehensive written information security program designed to ensure the security and confidentiality of customer information (as defined under GLBA), to protect against anticipated threats or hazards to the
+Added: security or integrity of such information;
and to protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer.
The Bank is also required to send a notice to customers whose sensitive information has been compromised if unauthorized use of the information is reasonably possible.
−Removed: Most states, including the states where the Bank operates, have enacted legislation concerning breaches of data security and the duties of the Bank in response to a data breach.
+Added: Most states, including the states where the Bank operates, have enacted legislation concerning breaches of data security and the duties of the Bank in response to data breaches.
Congress continues to consider federal legislation that would require consumer notice of data security breaches.
8 unchanged sentences
In addition, financial institutions are required to file suspicious activity reports for any transaction or series of transactions that involve more than $5,000 and which the financial institution knows, suspects or has reason to suspect involves illegal funds, is designed to evade the requirements of the BSA or has no lawful purpose.
−Removed: The USA PATRIOT Act, which amended the BSA, together with the implementing regulations of various federal regulatory agencies, has caused financial institutions, such as the Bank, to adopt and implement additional policies or amend existing policies and procedures with respect to, among other things, anti-money laundering compliance, suspicious activity, currency transaction reporting, customer identity verification and customer risk analysis.
+Added: The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, which amended the BSA, together with the implementing regulations of various federal regulatory agencies, has caused financial institutions, such as the Bank, to adopt and implement additional policies or amend existing policies and procedures with respect to, among other things, anti-money laundering compliance, suspicious activity, currency transaction reporting, customer identity verification and customer risk analysis.
In evaluating an application to acquire a bank or to merge banks or effect a purchase of assets and assumption of deposits and other liabilities, the applicable federal banking regulator must consider the anti-money laundering compliance record of both the applicant and the target.
−Removed: In addition, under the USA PATRIOT Act financial institutions are required to take steps to monitor their correspondent banking and private banking relationships as well as, if applicable, their relationships with “shell banks.”
Office of Foreign Assets Control.
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(ii) a blocking of assets in which the government or specially designated nationals of the sanctioned country have an interest, by prohibiting transfers of property subject to U.S.
−Removed: jurisdiction (including property in the possession or
−Removed: control of U.S.
+Added: jurisdiction (including property in the possession or control of U.S.
and (iii) restrictions on transactions with or involving certain persons or entities.
10 unchanged sentences
The foregoing laws and regulations generally grant supervisory agencies and bodies broad administrative powers, including the power to limit or restrict WTA from conducting business in the event it fails to comply with such laws and regulations.
−Removed: Possible sanctions that may be imposed in the event of such noncompliance include the suspension of individual employees, limitations on business activities for specified periods of time, revocation of registration as an investment adviser, commodity trading adviser and/or other registrations, and other censures and fines.
+Added: Possible sanctions that may be imposed in the event of such noncompliance include the suspension of individual
+Added: employees, limitations on business activities for specified periods of time, revocation of registration as an investment adviser, commodity trading adviser and/or other registrations, and other censures and fines.
Mortgage Lending.
8 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.