1 unchanged sentence
Disclosure Controls and Procedures
−Removed: As required by Rule 13a-15 under the Exchange Act, the Corporation carried out an evaluation under the supervision and with the participation of the Corporation’s management, including the Corporation’s principal executive officer and principal financial officer, of the Corporation’s disclosure controls and procedures as of the end of the period ended December 31, 2024.
−Removed: Based upon that evaluation, the principal executive officer and principal financial officer concluded that the Corporation’s disclosure controls and procedures are effective and designed to ensure that information required to be disclosed by the Corporation in the reports it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Corporation's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
+Added: As required by Rule 13a-15 under the Exchange Act, the Corporation carried out an evaluation under the supervision and with the participation of the Corporation’s management, including the Corporation’s principal executive officer and principal financial officer, of the Corporation’s disclosure controls and procedures as of the end of the period covered by this annual report.
+Added: Based upon that evaluation, the principal executive officer and principal financial officer concluded as of December 31, 2025 that the Corporation’s disclosure controls and procedures are effective and designed to ensure that information required to be disclosed by the Corporation in the reports it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Corporation's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
The Corporation will continue to review and document its disclosure controls and procedures and consider such changes in future evaluations of the effectiveness of such controls and procedures, as it deems appropriate.
9 unchanged sentences
Other Information.
+Added: Retirement of Director;
+Added: Resignation and Appointment of Director
+Added: As of February 24, 2026, the Board of Directors accepted the resignation of Constance A.
+Added: Howes, to be effective on the later of April 27, 2026 or the day immediately preceding the date of the 2026 Annual Meeting of Shareholders of the Corporation (the “2026 Annual Meeting”).
+Added: The Corporation’s corporate governance guidelines, consistent with the Amended and Restated By-laws, require any director who attains age 72 to resign from the Board of Directors as of the Annual Meeting of Shareholders following such director’s 72nd birthday.
+Added: Howes has attained age 72.
+Added: Howes is a member of the class of directors with a term expiring at the 2027 Annual Meeting of Shareholders (the “2027 Class”).
+Added: The Board of Directors determined, effective on the date of Ms.
+Added: Howe’s resignation, to move Mark K.
+Added: Gim, a member of the class of directors with a term expiring at the 2026 Annual Meeting (the “2026 Class”) from the 2026 Class to the 2027 Class.
+Added: Accordingly, effective as of the later of April 27, 2026 or the day immediately preceding the date of the 2026 Annual Meeting, Mr.
+Added: Gim will resign as a director and the Board of Directors will appoint Mr.
+Added: Gim to the Board of Directors as a 2027 Class director.
+Added: The resignation and reappointment of Mr.
+Added: Gim is being effected solely to rebalance the Board of Directors classes in light of an anticipated director retirement and in accordance with the Corporation’s Amended and Restated Articles of Incorporation, and for all other purposes, including vesting and other compensation matters, Mr.
+Added: Gim’s service on the Board of Directors will be deemed to have continued uninterrupted.
Insider Trading Arrangements
23 unchanged sentences
Under the 2013 Stock Option and Incentive Plan, the grant of any full value award (an award other than an option or a stock appreciation award) shall be deemed, for the purposes of determining the number of shares of stock available for issuance, as an award of 1.85 shares of stock for each such share subject to the award.
−Removed: (3) For unvested performance share awards, amounts represent the maximum number of performance shares that could be issued under existing awards.
−Removed: The actual shares issued may differ based on the attainment of performance goals.
−Removed: For vested performance share awards, amounts represent the actual number of performance shares that will be issued following a six-month delay as required by the Code.
+Added: (3) For unearned and/or unvested performance share awards, amount represents the maximum number of performance shares that could be issued under existing awards.
+Added: The actual shares issued may differ based on the attainment of performance goals and satisfaction of vesting requirements.
+Added: Amount may include earned and vested performance shares that will be issued following a six-month delay, as required by the Code.
(4) Reflects the weighted average exercise price of outstanding stock options granted under the 2003 Stock Incentive Plan, 2013 Stock Option and Incentive Plan and 2022 Long Term Incentive Plan.
43 unchanged sentences
2013 Stock Option and Incentive Plan for employees – Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.
−Removed: 10.12 Form of Restricted Stock Agreement under the Washington Trust Bancorp, Inc.
−Removed: 2013 Stock Option and Incentive Plan for non-employee directors – Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014.
−Removed: 10.13 Form of Restricted Stock Unit Certificate and Statement of Terms and Conditions under the Washington Trust Bancorp, Inc.
−Removed: 2013 Stock Option and Incentive Plan for non-employee directors – Filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014.
−Removed: 10.14 Form of Restricted Stock Unit Certificate and Statement of Terms and Conditions under the Washington Trust Bancorp, Inc.
−Removed: 2013 Stock Option and Incentive Plan for employees – Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017.
−Removed: 10.15 Form of Restricted Stock Unit Certificate under the Washington Trust Bancorp, Inc.
−Removed: 2013 Stock Option and Incentive Plan for employees – Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.
−Removed: 10.16 Form of Performance Share Unit Award Agreement under the Washington Trust Bancorp, Inc.
−Removed: 2013 Stock Option and Incentive Plan for employees – Filed as Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014.
−Removed: 10.17 Form of Performance Share Unit Award Agreement under the Washington Trust Bancorp, Inc.
−Removed: 2013 Stock Option and Incentive Plan – Filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017.
−Removed: 10.18 Form of Performance Share Unit Award Agreement under the Washington Trust Bancorp, Inc.
−Removed: 2013 Stock Option and Incentive Plan – Filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.
10.12 2022 Long Term Incentive Plan - Filed as Exhibit 10.1 to the Registrant's Registration Statement on Form S-8 (File No.
15 unchanged sentences
2022 Long Term Incentive Plan - Filed as Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024.
−Removed: 10.27 F orm of Restricted Stock Unit Award Agreement for Employees Under Washington Trust Bancorp, Inc.
+Added: 10.20 Form of Restricted Stock Unit Award Agreement for Employees Under Washington Trust Bancorp, Inc.
+Added: 2022 Long Term Incentive Plan - Filed as Exhibit 10.27 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
+Added: 10.21 Form of Performance Restricted Stock Unit Award Agreement for Employees Under Washington Trust Bancorp, Inc.
2022 Long Term Incentive Plan - Filed herewith .
+Added: 10.22 Form of Restricted Stock Unit Award Agreement for Employees Under Washington Trust Bancorp, Inc.
+Added: 2022 Long Term Incentive Plan - Filed herewith.
10.23 Amended and Restated Declaration of Trust of WT Capital Trust I dated August 29, 2005, by and among Wilmington Trust Company, as Delaware Trustee and Institutional Trustee, Washington Trust Bancorp, Inc., as Sponsor, and the Administrators listed therein – Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on September 1, 2005.
25 unchanged sentences
10.44 Seventh Amendment to The Washington Trust Company Nonqualified Deferred Compensation Plan as Amended and Restated – Filed as Exhibit 10.47 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
−Removed: 10.50 Amended and Restated Annual Performance Plan, dated December 13, 2021 - Filed as Exhibit 10.64 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
+Added: 10.45 Annual Performance Plan - Filed herewith.
10.46 Retail Lending Growth Incentive Plan, dated March 15, 2021 - Filed as Exhibit 10.63 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
−Removed: 10.52 Form and terms of Change in Control Agreement – Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009.
−Removed: 10.53 Terms of Change in Control Agreement with an executive officer, dated January 10, 2013 – Filed as Exhibit 10.53 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
−Removed: 10.54 Compensatory agreement with an executive officer, dated September 19, 2013 – Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on September 25, 2013.
−Removed: 10.55 Form of First Amendment to Change in Control Agreement – Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on August 5, 2014.
−Removed: 10.56 Form of Amended and Restated Change in Control Agreement – Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014.
−Removed: 10.57 Terms of Amended and Restated Change in Control with an executive officer, dated June 1, 2015 – Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015.
+Added: 10.47 Wealth Management Business Building Incentive Plan, effective January 1, 2024 - Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on May 28, 2024.
+Added: 10.48 Divisional Growth Incentive Plan - Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on February 18, 2026.
+Added: 10.49 Form of Amended and Restated Change in Control Agreement – Filed herewith.
+Added: 10.50 Terms of Amended and Restated Change in Control Agreements - Filed herewith.
10.51 Form and terms of Split-Dollar Agreement with certain executive officers – Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015.
−Removed: 10.59 Terms of Amended and Restated Change in Control with certain executive officers, dated September 22, 2016 – Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016.
−Removed: 10.60 Terms of Restricted Stock Unit Certificate with an executive officer, dated June 1, 2017 – Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017.
−Removed: 10.61 Terms of Amended and Restated Change in Control with an executive officer, dated June 1, 2017 – Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017.
−Removed: 10.62 Terms of Amended and Restated Change in Control with an executive officer, dated February 27, 2018 – Filed as Exhibit 10.71 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
−Removed: 10.63 Terms of Amended and Restated Change in Control Agreement - Filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019.
−Removed: 10.64 Terms of Performance Share Unit Award Agreement with certain executive officers, dated January 24, 2022 - Filed as Exhibit 10.62 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
10.52 Terms of Performance Restricted Stock Unit Agreement with certain executive officers, dated January 24, 2023 - Filed as Exhibit 10.68 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
−Removed: 10.66 2024 Executive Bonus Plan, effective January 1, 2024 - Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on May 28, 2024.
−Removed: 10.67 Wealth Management Business Building Incentive Plan, effective January 1, 2024 - Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on May 28, 2024.
14.1 Washington Trust Bancorp, Inc.
4 unchanged sentences
Insider Trading Procedures - Filed herewith.
−Removed: 21.1 Subsidiaries of the Registrant – Filed herewith.
+Added: 21.1 Subsidiaries of the Registrant – Filed as Exhibit 21.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
23.1 Consent of Crowe LLP – Filed herewith.
7 unchanged sentences
(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income (Loss), (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Changes in Shareholders' Equity, (v) the Consolidated Statements of Cash Flows, and (vi) related notes to these financial statements - Filed herewith.
+Added: 104 The cover page from the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025 has been formatted in Inline XBRL and contained in Exhibit 101.
(1) Not filed herewith.
38 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.