10-Q

WASHINGTON TRUST BANCORP INC (WASH)

10-Q 2025-05-07 For: 2025-03-31
View Original
Added on April 04, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended
March 31, 2025 or Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ______ to ______.
--- ---

Commission file number:  001-32991

WASHINGTON TRUST BANCORP, INC.

(Exact name of registrant as specified in its charter)

Rhode Island 05-0404671
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
23 Broad Street, Westerly, Rhode Island 02891
(Address of principal executive offices) (Zip Code)

(401) 348-1200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
COMMON STOCK, $.0625 PAR VALUE PER SHARE WASH Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

The number of shares of common stock of the registrant outstanding as of April 30, 2025 was 19,291,108.

FORM 10-Q
WASHINGTON TRUST BANCORP, INC. AND SUBSIDIARIES
For the Quarter Ended March 31, 2025
TABLE OF CONTENTS
Page Number
Glossary of Acronyms and Terms 3
PART I. Financial Information
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 4
Consolidated Statements of Income for the three months ended March 31, 2025 and 2024 5
Consolidated Statements of Comprehensive Income for the threemonths endedMarch31, 2025and 2024 6
Consolidated Statements of Changes in Shareholders’ Equity for the three months endedMarch31, 2025and 2024 7
Consolidated Statements of Cash Flows for thethreemonths endedMarch31, 2025and 2024 8
Condensed Notes to Unaudited Consolidated Financial Statements: 9
Note 1 - Basis of Presentation 9
Note 2 - Recently Issued Accounting Pronouncements 9
Note 3 - Securities 10
Note 4 - Loans 13
Note 5 - Allowance for Credit Losses on Loans 22
Note 6 - Leases 22
Note 7 - Derivative Financial Instruments 23
Note 8 - Fair Value Measurements 26
Note 9 - Deposits 31
Note 10 - Borrowings 32
Note 11 - Shareholders’ Equity 33
Note 12 - Revenue from Contracts with Customers 34
Note 13 - Defined Benefit Pension Plans 35
Note 14 - Business Segments 36
Note 15 - Other Comprehensive Income (Loss) 38
Note 16 - Earnings Per Common Share 39
Note 17 - Commitments and Contingencies 39
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 41
Item 3. Quantitative and Qualitative Disclosures About Market Risk 72
Item 4. Controls and Procedures 72
PART II. Other Information
Item 1. Legal Proceedings 72
Item 1A. Risk Factors 72
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 72
Item 5. Other Information 72
Item 6. Exhibits 73
Signatures 74

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Glossary of Acronyms and Terms

The following is a list of acronyms and terms that are used throughout this Quarterly Report on Form 10-Q:

ACL Allowance for credit losses
ALCO Asset/Liability Committee
AOCL Accumulated other comprehensive loss
ASC Accounting Standards Codification
ASU Accounting Standards Update
ATM Automated teller machine
AUA Assets under administration
Bancorp Washington Trust Bancorp, Inc.
Bank The Washington Trust Company, of Westerly
BOLI Bank-owned life insurance
C&I Commercial and industrial
CDARS Certificate of Deposit Account Registry Service
CODM Chief Operating Decision Maker
Corporation The Bancorp and its subsidiaries
CRE Commercial real estate
DCF Discounted cash flow
DDM Demand Deposit Marketplace
EPS Earnings per common share
ERM Enterprise risk management
Exchange Act Securities Exchange Act of 1934, as amended
FDIC Federal Deposit Insurance Corporation
Federal Reserve Board of Governors of the Federal Reserve System
FHLB Federal Home Loan Bank of Boston
FRBB Federal Reserve Bank of Boston
FTE Fully taxable equivalent
GAAP Accounting principles generally accepted in the United States of America
ICS Insured Cash Sweep
LTV Loan to value
NIM Net interest margin
OREO Property acquired through foreclosure or repossession
ROU Right-of-use
S&P Standard and Poors, Inc.
SBA Small Business Administration
SEC U.S. Securities and Exchange Commission
TLM Troubled loan modification
Washington Trust The Bancorp and its subsidiaries

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Item 1.  Financial Statements

Washington Trust Bancorp, Inc. and Subsidiaries
Consolidated Balance Sheets (unaudited)
(Dollars in thousands, except par value) March 31,<br>2025 December 31,<br>2024
--- --- ---
Assets:
Cash and due from banks $33,394 $21,534
Interest-earning deposits with correspondent banks 82,804 88,368
Short-term investments 4,041 3,987
Mortgage loans held for sale, at fair value 21,953 21,708
Mortgage loans held for sale, at lower of cost or market 281,706
Premises and equipment held for sale, lower of cost or market 4,788
Available for sale debt securities, at fair value (amortized cost of $1,033,901, net of allowance for credit losses on securities of $0 at March 31, 2025; and amortized cost of $1,049,557; net of allowance for credit losses on securities of $0 at December 31, 2024) 917,545 916,305
Federal Home Loan Bank stock, at cost 38,899 49,817
Loans:
Total loans 5,096,210 5,137,838
Less: allowance for credit losses on loans 41,056 41,960
Net loans 5,055,154 5,095,878
Premises and equipment, net 26,068 26,873
Operating lease right-of-use assets 36,048 26,943
Investment in bank-owned life insurance 107,546 106,777
Goodwill 63,909 63,909
Identifiable intangible assets, net 2,682 2,885
Other assets 195,972 219,169
Total assets $6,586,015 $6,930,647
Liabilities:
Deposits:
Noninterest-bearing deposits $625,590 $661,776
Interest-bearing deposits 4,414,991 4,454,024
Total deposits 5,040,581 5,115,800
Federal Home Loan Bank advances 850,000 1,125,000
Junior subordinated debentures 22,681 22,681
Operating lease liabilities 38,716 29,578
Other liabilities 112,357 137,860
Total liabilities 6,064,335 6,430,919
Commitments and contingencies (Note 17)
Shareholders’ Equity:
Common stock of $.0625 par value; authorized 60,000,000 shares; 19,561,985 shares issued and 19,276,148 shares outstanding at March 31, 2025 and 19,561,985 shares issued and 19,273,583 shares outstanding at December 31, 2024 1,223 1,223
Paid-in capital 197,570 196,947
Retained earnings 435,233 434,014
Accumulated other comprehensive loss (99,179) (119,171)
Treasury stock, at cost, 285,837 shares at March 31, 2025 and 288,402 shares at December 31, 2024 (13,167) (13,285)
Total shareholders’ equity 521,680 499,728
Total liabilities and shareholders’ equity $6,586,015 $6,930,647

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Washington Trust Bancorp, Inc. and Subsidiaries
Consolidated Statements of Income (unaudited)
(Dollars and shares in thousands, except per share amounts)
Three months ended March 31, 2025 2024
--- --- --- ---
Interest income:
Interest and fees on loans $66,656 $75,636
Interest on mortgage loans held for sale 958 255
Taxable interest on debt securities 8,827 7,096
Nontaxable interest on debt securities 7
Dividends on Federal Home Loan Bank stock 1,022 1,073
Other interest income 1,993 1,196
Total interest and dividend income 79,463 85,256
Interest expense:
Deposits 31,748 38,047
Federal Home Loan Bank advances 10,946 15,138
Junior subordinated debentures 347 406
Total interest expense 43,041 53,591
Net interest income 36,422 31,665
Provision for credit losses 1,200 700
Net interest income after provision for credit losses 35,222 30,965
Noninterest income:
Wealth management revenues 9,891 9,338
Mortgage banking revenues 2,304 2,506
Card interchange fees 1,509 1,145
Service charges on deposit accounts 744 685
Loan related derivative income 101 284
Income from bank-owned life insurance 769 739
Gain on sale of bank-owned properties, net 6,994
Other income 331 2,466
Total noninterest income 22,643 17,163
Noninterest expense:
Salaries and employee benefits 22,422 21,775
Outsourced services 4,346 3,780
Net occupancy 2,741 2,561
Equipment 891 1,020
Legal, audit, and professional fees 750 706
FDIC deposit insurance costs 1,262 1,441
Advertising and promotion 410 548
Amortization of intangibles 204 208
Pension plan settlement charge 6,436
Other expenses 2,734 2,324
Total noninterest expense 42,196 34,363
Income before income taxes 15,669 13,765
Income tax expense 3,490 2,829
Net income $12,179 $10,936
Net income available to common shareholders $12,179 $10,924
Weighted average common shares outstanding - basic 19,276 17,033
Weighted average common shares outstanding - diluted 19,370 17,074
Per share information: Basic earnings per common share $0.63 $0.64
Diluted earnings per common share $0.63 $0.64

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Washington Trust Bancorp, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income (unaudited)
(Dollars in thousands)
Three months ended March 31, 2025 2024
--- --- ---
Net income $12,179 $10,936
Other comprehensive income (loss), net of tax:
Net change in fair value of available for sale debt securities 12,630 (10,988)
Net change in fair value of cash flow hedges 593 3,205
Net change in defined benefit plan obligations 6,769 23
Total other comprehensive income (loss), net of tax 19,992 (7,760)
Total comprehensive income $32,171 $3,176

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Washington Trust Bancorp, Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholders' Equity (unaudited)
(Dollars and shares in thousands, except per share amounts)
For the three months ended March 31, 2025 Common<br>Shares Outstanding Common<br>Stock Paid-in<br>Capital Retained<br>Earnings Accumulated<br>Other<br>Comprehensive <br>Loss Treasury Stock Total
--- --- --- --- --- --- --- ---
Balance at December 31, 2024 19,274 $1,223 $196,947 $434,014 ($119,171) ($13,285) $499,728
Net income 12,179 12,179
Total other comprehensive income, net of tax 19,992 19,992
Cash dividends declared ($0.56 per share) (10,960) (10,960)
Share-based compensation 780 780
Exercise of stock options, issuance of other compensation-related equity awards, net of awards surrendered 2 (157) 118 (39)
Balance at March 31, 2025 19,276 $1,223 $197,570 $435,233 ($99,179) ($13,167) $521,680 For the three months ended March 31, 2024 Common<br>Shares Outstanding Common<br>Stock Paid-in<br>Capital Retained<br>Earnings Accumulated<br>Other<br>Comprehensive<br>Loss Treasury Stock Total
--- --- --- --- --- --- --- ---
Balance at December 31, 2023 17,031 $1,085 $126,150 $501,917 ($141,153) ($15,313) $472,686
Net income 10,936 10,936
Total other comprehensive loss, net of tax (7,760) (7,760)
Cash dividends declared ($0.56 per share) (9,678) (9,678)
Share-based compensation 753 753
Exercise of stock options, issuance of other compensation-related equity awards, net of awards surrendered 2 (118) 101 (17)
Balance at March 31, 2024 17,033 $1,085 $126,785 $503,175 ($148,913) ($15,212) $466,920

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Washington Trust Bancorp, Inc. and Subsidiaries
Consolidated Statement of Cash Flows (unaudited)
(Dollars in thousands)
Three months ended March 31, 2025 2024
--- --- --- ---
Cash flows from operating activities:
Net income $12,179 $10,936
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses 1,200 700
Gain on sale of bank-owned properties, net (6,994)
Depreciation of premises and equipment 894 1,001
Net amortization of premiums and discounts on debt securities and loans 94 265
Amortization of intangibles 204 208
Amortization of terminated cash flow hedge loss 2,116 2,138
Pension plan settlement charge 6,436
Share-based compensation 780 753
Tax expense from stock option exercises and other equity awards (21) (7)
Income from bank-owned life insurance (769) (739)
Net gains on loan sales, including changes in fair value (1,709) (1,910)
Proceeds from sales of loans, net 74,377 70,480
Loans originated for sale (72,919) (74,643)
Decrease in operating lease right-of-use assets 898 148
Decrease in operating lease liabilities (866) (190)
Decrease (increase) in other assets 6,066 (5,806)
Decrease in other liabilities (13,516) (1,386)
Net cash provided by operating activities 8,450 1,948
Cash flows from investing activities:
Maturities, calls, and principal payments of: Available for sale debt securities: Mortgage-backed 15,400 15,265
Net redemptions (purchases) of Federal Home Loan Bank stock 10,918 (3,619)
Net decrease (increase) in loans 38,469 (36,251)
Net proceeds from sale of portfolio loans 283,182
Purchases of loans (453) (597)
Purchases of premises and equipment (88) (626)
Net proceeds from the sale of bank-owned properties 11,780
Equity investments in real estate limited partnerships (758)
Purchases of other equity investments (250) (125)
Net cash provided by (used in) investing activities 358,958 (26,711)
Cash flows from financing activities:
Net decrease in deposits (75,219) (267)
Proceeds from Federal Home Loan Bank advances 270,000 860,000
Repayments of Federal Home Loan Bank advances (545,000) (810,000)
Net proceeds from stock option exercises and issuance of other equity awards, net of awards surrendered (39) (17)
Cash dividends paid (10,800) (9,549)
Net cash (used in) provided by financing activities (361,058) 40,167
Net increase in cash and cash equivalents 6,350 15,404
Cash and cash equivalents at beginning of period 113,889 90,184
Cash and cash equivalents at end of period $120,239 $105,588
Noncash Investing and Financing Activities:
Loans charged-off $2,522 $70
Supplemental Disclosures:
Interest payments $49,732 $54,584
Income tax payments 23 3,416

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Condensed Notes to Unaudited Consolidated Financial Statements

Note 1 - Basis of Presentation

Nature of Operations

The Bancorp is a publicly-owned registered bank holding company that has elected to be a financial holding company.  The Bancorp’s principal subsidiary is the Bank, a Rhode Island chartered financial institution founded in 1800. The Bank is the oldest community bank in the nation and the largest state-chartered bank headquartered in Rhode Island.

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.

Basis of Presentation

The accounting and reporting policies of the Washington Trust conform to GAAP and to general practices of the banking industry.

The Corporation’s Unaudited Consolidated Financial Statements include the accounts of the Bancorp and its wholly-owned subsidiaries, except subsidiaries that are not deemed necessary to be consolidated.  Through consolidation, intercompany balances and transactions have been eliminated.

The Unaudited Consolidated Financial Statements of the Corporation presented herein have been prepared pursuant to the rules of the SEC for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) and disclosures considered necessary for the fair presentation of the accompanying Unaudited Consolidated Financial Statements have been included. Interim results are not necessarily indicative of the results of the entire year. The accompanying Unaudited Consolidated Financial Statements should be read in conjunction with the Audited Consolidated Financial Statements and notes thereto included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Reclassification

Certain previously reported amounts have been reclassified to conform to the current year’s presentation.

Use of Estimates

In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period.  Actual results could differ from those estimates. Management considers the ACL on loans to be a material estimate that is particularly susceptible to change.

Note 2 - Recently Issued Accounting Pronouncements

Accounting Standards Pending Adoption

Income Taxes - Topic 740

Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures” (“ASU 2023-09”), was issued in December 2023 to enhance and provide additional transparency on income tax disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The provisions under ASU 2023-09 should be applied on a prospective basis, however retrospective application is also permitted. ASU 2023-09 is not expected to have a material impact on the Corporation’s financial statements.

Income Statement - Reporting Comprehensive Income - Subtopic 220

Accounting Standards Update No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses” (“ASU 2024-03”), was issued in November 2024 to enhance and provide additional disclosure on certain costs and expenses. The effective date of ASU 2024-03 was further clarified in a subsequent ASU issued in January 2025. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The provisions under ASU 2024-03 can be applied on either a prospective or retrospective basis. ASU 2024-03 is not expected to have a material impact on the Corporation’s financial statements.

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Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

Note 3 - Securities

Available for Sale Debt Securities

The following tables present the amortized cost, gross unrealized holding gains, gross unrealized holding losses, ACL on securities, and fair value of securities by major security type and class of security:

(Dollars in thousands)
March 31, 2025 Amortized Cost Unrealized Gains Unrealized Losses ACL Fair Value
Available for Sale Debt Securities:
Obligations of U.S. government agencies and U.S. government-sponsored enterprises $41,752 $65 ($2,565) $— $39,252
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises 968,881 604 (113,925) 855,560
Obligations of states and political subdivisions 650 (8) 642
Individual name issuer trust preferred debt securities 9,418 (169) 9,249
Corporate bonds 13,200 (358) 12,842
Total available for sale debt securities $1,033,901 $669 ($117,025) $— $917,545
(Dollars in thousands)
--- --- --- --- --- ---
December 31, 2024 Amortized Cost Unrealized Gains Unrealized Losses ACL Fair Value
Available for Sale Debt Securities:
Obligations of U.S. government agencies and U.S. government-sponsored enterprises $41,751 $— ($3,139) $— $38,612
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises 984,546 52 (129,451) 855,147
Obligations of states and political subdivisions 650 5 655
Individual name issuer trust preferred debt securities 9,414 (193) 9,221
Corporate bonds 13,196 (526) 12,670
Total available for sale debt securities $1,049,557 $57 ($133,309) $— $916,305

Available for sale debt securities balances exclude accrued interest receivable of $3.2 million at both March 31, 2025 and December 31, 2024.

At March 31, 2025 and December 31, 2024, securities with a fair value of $361.0 million and $310.5 million, respectively, were pledged as collateral for FHLB borrowings, potential borrowings with the FRBB, certain public deposits, and for other purposes. See Note 10 for additional discussion on FHLB borrowings.

The schedule of maturities of available for sale debt securities is presented below. Mortgage-backed securities are included based on weighted average maturities, adjusted for anticipated prepayments.  All other debt securities are included based on contractual maturities.  Actual maturities may differ from amounts presented because certain issuers have the right to call or prepay obligations with or without call or prepayment penalties.

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Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

(Dollars in thousands)
March 31, 2025 Amortized Cost Fair Value
Due in one year or less $79,350 $70,131
Due after one year to five years 319,664 286,004
Due after five years to ten years 246,297 217,490
Due after ten years 388,590 343,920
Total debt securities $1,033,901 $917,545

Included in the above table are debt securities with an amortized cost balance of $50.0 million and a fair value of $46.9 million at March 31, 2025 that are callable at the discretion of the issuers.  Final maturities of the callable securities range from 4 months to 20 years, with call features ranging from 1 month to 8 years.

Assessment of Available for Sale Debt Securities for Impairment

Management assesses the decline in fair value of investment securities on a regular basis. Unrealized losses on debt securities may occur from current market conditions, increases in interest rates since the time of purchase, a structural change in an investment, volatility of earnings of a specific issuer, or deterioration in credit quality of the issuer.  Management evaluates both qualitative and quantitative factors to assess whether an impairment exists.

The following tables summarize available for sale debt securities in an unrealized loss position, for which an ACL on securities has not been recorded, segregated by length of time that the securities have been in a continuous unrealized loss position:

(Dollars in thousands) Less than 12 Months 12 Months or Longer Total
March 31, 2025 # Fair<br>Value Unrealized<br>Losses # Fair<br>Value Unrealized<br>Losses # Fair<br>Value Unrealized<br>Losses
Obligations of U.S. government agencies and U.S. government-sponsored enterprises 1 $296 ($2) 6 $23,888 ($2,563) 7 $24,184 ($2,565)
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises 18 67,326 (304) 93 469,625 (113,621) 111 536,951 (113,925)
Obligations of states and political subdivisions 1 642 (8) 1 642 (8)
Individual name issuer trust preferred debt securities 3 9,249 (169) 3 9,249 (169)
Corporate bonds 4 12,842 (358) 4 12,842 (358)
Total 20 $68,264 ($314) 106 $515,604 ($116,711) 126 $583,868 ($117,025)
(Dollars in thousands) Less than 12 Months 12 Months or Longer Total
--- --- --- --- --- --- --- --- --- ---
December 31, 2024 # Fair<br>Value Unrealized<br>Losses # Fair<br>Value Unrealized<br>Losses # Fair<br>Value Unrealized<br>Losses
Obligations of U.S. government agencies and U.S. government-sponsored enterprises 2 $15,289 ($12) 6 $23,323 ($3,127) 8 $38,612 ($3,139)
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises 57 384,164 (3,632) 93 466,741 (125,819) 150 850,905 (129,451)
Individual name issuer trust preferred debt securities 3 9,221 (193) 3 9,221 (193)
Corporate bonds 4 12,670 (526) 4 12,670 (526)
Total 59 $399,453 ($3,644) 106 $511,955 ($129,665) 165 $911,408 ($133,309)

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Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

There were no debt securities on nonaccrual status at March 31, 2025 and 2024 and, therefore there was no accrued interest related to debt securities reversed against interest income for the three months ended March 31, 2025 and 2024.

As of March 31, 2025, the Corporation does not intend to sell the debt securities in an unrealized loss position and has determined that it is more-likely-than-not that the Corporation will not be required to sell each security before the recovery of its amortized cost basis. In addition, management does not believe that any of the securities are impaired due to reasons of credit quality. As further described below, management believes the unrealized losses on these debt securities are primarily attributable to changes in the investment spreads and interest rates. Therefore, no ACL was recorded at both March 31, 2025 and December 31, 2024.

Obligations of U.S. Government Agency and U.S. Government-Sponsored Enterprise Securities, including Mortgage-Backed Securities

The contractual cash flows for these securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major credit rating agencies, and have a long history of no credit losses. The issuers of these securities continue to make timely principal and interest payments, and none of these securities were past due at March 31, 2025. Additionally, the Corporation utilizes a zero credit loss estimate for these securities.

Obligations of States and Political Subdivisions

Obligations of states and political subdivisions consist of a high credit quality (rated AA or higher) state and municipal bond. High credit quality obligations of state and political subdivisions have a history of zero to near-zero credit losses.

Individual Name Issuer Trust Preferred Debt Securities

These securities in an unrealized loss position at March 31, 2025 included three trust preferred securities issued by three individual companies in the banking sector. Management reviewed the collectability of these securities taking into consideration such factors as the financial condition of the issuers, reported regulatory capital ratios of the issuers, credit ratings, including ratings in effect as of the reporting period date, as well as credit rating changes between the reporting period date and the filing date of this report, and other information.  As of March 31, 2025, there was one individual name issuer trust preferred debt security with an amortized cost of $2.0 million and unrealized losses of $74 thousand that was rated below investment grade by S&P. We noted no downgrades to below investment grade between March 31, 2025 and the filing date of this report.  Based on the information available through the filing date of this report, all individual name issuer trust preferred debt securities continue to accrue interest and make payments as expected with no payment deferrals or defaults on the part of the issuers.

Corporate Bonds

These securities in an unrealized loss position at March 31, 2025 included four corporate bond holdings issued by three individual companies in the financial services industry. Management reviewed the collectability of these securities taking into consideration such factors as the financial condition of the issuers, reported regulatory capital ratios of the issuers, credit ratings, including ratings in effect as of the reporting period date, as well as credit rating changes between the reporting period date and the filing date of this report, and other information. As of March 31, 2025, there was one corporate bond debt security with an amortized cost of $2.0 million and unrealized losses of $10 thousand that was rated below investment grade by S&P. We noted no downgrades to below investment grade between March 31, 2025 and the filing date of this report. Based on the information available through the filing date of this report, all corporate bond debt securities continue to accrue interest and make payments as expected with no payment deferrals or defaults on the part of the issuers.

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Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

Note 4 - Loans

The following table presents the carrying value of loans, segregated by class of loans:

(Dollars in thousands) March 31,<br>2025 December 31, 2024
Commercial:
Commercial real estate (1) $2,134,107 $2,154,504
Commercial & industrial (2) 535,030 542,474
Total commercial 2,669,137 2,696,978
Residential Real Estate:
Residential real estate (3) 2,113,307 2,126,171
Consumer:
Home equity 296,563 297,119
Other (4) 17,203 17,570
Total consumer 313,766 314,689
Total loans (5) $5,096,210 $5,137,838

(1)CRE consists of commercial mortgages primarily secured by non-owner occupied income-producing property, as well as construction and development loans. Construction and development loans are made to businesses for land development or the on-site construction of industrial, commercial, or residential buildings.

(2)C&I consists of loans to businesses and individuals, a portion of which are fully or partially collateralized by owner occupied real estate.

(3)Residential real estate consists of mortgage and homeowner construction loans secured by one- to four-family residential properties. Also, includes negative basis adjustments associated with fair value hedges of $699 thousand and $1.5 million, respectively, at March 31, 2025 and December 31, 2024. See Note 7 for additional disclosure.

(4)Other consists of loans to individuals secured by general aviation aircraft and other personal installment loans.

(5)Includes net unamortized loan origination costs of $11.3 million and $10.9 million, respectively, at March 31, 2025 and December 31, 2024 and net unamortized premiums on loans purchased from and serviced by other financial institutions of $233 thousand and $242 thousand, respectively, at March 31, 2025 and December 31, 2024.

The carrying value of loans excludes accrued interest receivable of $20.8 million and $22.1 million, respectively, as of March 31, 2025 and December 31, 2024.

As of both March 31, 2025 and December 31, 2024, loans amounting to $2.8 billion were pledged as collateral to the FHLB under a blanket pledge agreement and to the FRBB for the discount window. See Note 10 for additional disclosure regarding borrowings.

Concentrations of Credit Risk

A significant portion of our loan portfolio is concentrated among borrowers in southern New England, and a substantial portion of the portfolio is collateralized by real estate in this area. The ability of single family residential and consumer borrowers to honor their repayment commitments is generally dependent on the level of overall economic activity within the market area and real estate values. The ability of commercial borrowers to honor their repayment commitments is dependent on the general economy, as well as the health of the real estate economic sector in the Corporation’s market area.

-13-

Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

Past Due Loans

Past due status is based on the contractual payment terms of the loan. The following tables present an aging analysis of past due loans, segregated by class of loans:

(Dollars in thousands) Days Past Due
March 31, 2025 Current 30-59 60-89 90 or More Total Past Due Total Loans
Commercial:
Commercial real estate $2,134,107 $— $— $— $— $2,134,107
Commercial & industrial 533,884 6 334 806 1,146 535,030
Total commercial 2,667,991 6 334 806 1,146 2,669,137
Residential Real Estate:
Residential real estate 2,106,868 2,528 2,706 1,205 6,439 2,113,307
Consumer:
Home equity 293,985 1,643 312 623 2,578 296,563
Other 17,171 31 1 32 17,203
Total consumer 311,156 1,674 313 623 2,610 313,766
Total loans $5,086,015 $4,208 $3,353 $2,634 $10,195 $5,096,210
(Dollars in thousands) Days Past Due
--- --- --- --- --- --- ---
December 31, 2024 Current 30-59 60-89 90 or More Total Past Due Total Loans
Commercial:
Commercial real estate $2,154,504 $— $— $— $— $2,154,504
Commercial & industrial 541,574 518 382 900 542,474
Total commercial 2,696,078 518 382 900 2,696,978
Residential Real Estate:
Residential real estate 2,118,430 3,476 1,892 2,373 7,741 2,126,171
Consumer:
Home equity 294,172 1,630 410 907 2,947 297,119
Other 17,176 44 350 394 17,570
Total consumer 311,348 1,674 760 907 3,341 314,689
Total loans $5,125,856 $5,668 $3,034 $3,280 $11,982 $5,137,838

Included in past due loans as of March 31, 2025 and December 31, 2024, were nonaccrual loans of $7.4 million and $6.4 million, respectively. In addition, all loans 90 days or more past due at March 31, 2025 and December 31, 2024 were classified as nonaccrual.

Nonaccrual Loans

Loans, with the exception of certain well-secured loans that are in the process of collection, are placed on nonaccrual status and interest recognition is suspended when such loans are 90 days or more overdue with respect to principal and/or interest, or sooner if considered appropriate by management. Well-secured loans are permitted to remain on accrual status provided that full collection of principal and interest is assured and the loan is in the process of collection. Loans are also placed on nonaccrual status when, in the opinion of management, full collection of principal and interest is doubtful. When loans are placed on nonaccrual status, interest previously accrued but not collected is reversed against current period income.  Subsequent interest payments received on nonaccrual loans are applied to the outstanding principal balance of the loan or recognized as interest income depending on management’s assessment of the ultimate collectability of the loan. Loans are removed from nonaccrual status when they have been current as to principal and interest (generally for six months), the borrower has demonstrated an ability to comply with repayment terms, and when, in management’s opinion, the loans are considered to be fully collectible.

-14-

Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

The following table is a summary of nonaccrual loans, segregated by class of loans:

(Dollars in thousands) March 31, 2025
Nonaccrual Loans
With an ACL Without an ACL Total Without an ACL Total
Commercial:
Commercial real estate $3,257 $4,348 7,605 $— $10,053
Commercial & industrial 334 806 1,140 515
Total commercial 3,591 5,154 8,745 10,568
Residential Real Estate:
Residential real estate 10,084 1,018 11,102 1,024 10,767
Consumer:
Home equity 1,779 1,779 1,972
Other
Total consumer 1,779 1,779 1,972
Total nonaccrual loans $15,454 $6,172 21,626 $1,024 $23,307
Accruing loans 90 days or more past due $—

All values are in US Dollars.

Nonaccrual loans of $14.3 million and $16.9 million, respectively, at March 31, 2025 and December 31, 2024 were current as to the payment of principal and interest.

As of March 31, 2025 and December 31, 2024, nonaccrual loans secured by one- to four-family residential properties amounting to $1.3 million and $1.0 million, respectively, were in process of foreclosure.

There were no significant commitments to lend additional funds to borrowers whose loans were on nonaccrual status at March 31, 2025.

The following table presents interest income recognized on nonaccrual loans:

(Dollars in thousands) Interest Income Recognized
Three months ended March 31, 2025 2024
Commercial:
Commercial real estate $— $—
Commercial & industrial 2 4
Total commercial 2 4
Residential Real Estate:
Residential real estate 153 116
Consumer:
Home equity 37 35
Other
Total consumer 37 35
Total $192 $155

Troubled Loan Modifications

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. If both of the aforementioned criteria are met, then the modification is considered a TLM and subject to the enhanced disclosure requirements.

In the course of resolving problem loans, the Corporation may choose to modify the contractual terms of loans to borrowers

-15-

Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

who are experiencing financial difficulty. Such modifications to borrowers experiencing financial difficulty may include modified contractual terms that have a direct impact to contractual cash flows, including principal forgiveness, interest rate reductions, maturity extensions, other-than-insignificant payment delays, or any combination thereof. Debt could be bifurcated with separate terms for each tranche of the TLM. Executing a TLM in lieu of aggressively enforcing the collection of the loan may benefit the Corporation by increasing the ultimate probability of collection.

Nonaccrual loans that become TLMs generally remain on nonaccrual status for six months, subsequent to being modified, before management considers their return to accrual status. If a TLM is on accrual status prior to being modified, it is reviewed to determine if the modified loan should remain on accrual status.

If the TLM successfully meets all repayment terms according to the modification documents for a specified period of time (generally 12 months) and the borrower is no longer experiencing financial difficulty, it would be declassified from TLM status.

The following table presents the carrying value of TLMs made during the three months ended March 31, 2025, segregated by class of loans and type of concession granted:

(Dollars in thousands)
Maturity Extension Other-than-Insignificant Payment Delay Total % of Loan Class (1)
Residential Real Estate:
Residential real estate $— $1,431 $1,431 %
Total $— $1,431 $1,431 %

(1)Percentage of TLMs to the total loans outstanding within the respective loan class.

The following table presents the carrying value of TLMs made during the three months ended March 31, 2024, segregated by class of loans and type of concession granted:

(Dollars in thousands)
Maturity Extension Other-than-Insignificant Payment Delay Total % of Loan Class (1)
Commercial:
Commercial real estate $— $— $— %
Commercial & industrial 668 668
Total commercial 668 668
Total $668 $— $668 %

(1)Percentage of TLMs to the total loans outstanding within the respective loan class.

The following table describes the financial effect of TLMs made during the three months ended March 31, 2025, segregated by class of loans:

Three months ended March 31, 2025 Financial Effect
Other-than-Insignificant Payment Delay:
Residential real estate Provided payment delay for a weighted average period of 6 months

-16-

Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

The following table describes the financial effect of TLMs made during the three months ended March 31, 2024, segregated by class of loans:

Financial Effect
Maturity Extension:
Commercial & industrial Provided maturity extension for a weighted average period of 120 months

Management closely monitors the performance of TLMs to understand the effectiveness of the modifications. As of the dates indicated, the following tables present an aging analysis of TLMs that have been modified in the past 12 months:

(Dollars in thousands) Days Past Due
March 31, 2025 Current 30-59 60-89 90 or More Total Past Due Total Loans
Commercial:
Commercial real estate $7,605 $— $— $— $— $7,605
Commercial & industrial 5,000 5,000
Total commercial 12,605 12,605
Residential Real Estate:
Residential real estate 1,686 1,686
Total loans $14,291 $— $— $— $— $14,291

At March 31, 2025, there were no TLMs made in the previous 12 months for which there was a subsequent payment default.

(Dollars in thousands) Days Past Due
March 31, 2024 Current 30-59 60-89 90 or More Total Past Due Total Loans
Commercial:
Commercial real estate $21,692 $— $— $— $— $21,692
Commercial & industrial 668 668
Total commercial 22,360 22,360
Total loans $22,360 $— $— $— $— $22,360

At March 31, 2024, there were no TLMs made in the previous 12 months for which there was a subsequent payment default.

There were no significant commitments to lend additional funds to borrowers experiencing financial difficulty whose loans were TLMs at March 31, 2025.

Individually Analyzed Loans

Individually analyzed loans include nonaccrual commercial loans, TLMs, as well as certain other loans based on the underlying risk characteristics and the discretion of management to individually analyze such loans.

As of March 31, 2025 and December 31, 2024, the carrying value of individually analyzed loans amounted to $16.2 million and $16.6 million, respectively.

The carrying value of collateral dependent individually analyzed loans was $11.2 million and $11.6 million, respectively, at March 31, 2025 and December 31, 2024. For collateral dependent loans where management has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and repayment of the loan is to be provided substantially through the operation or sale of the collateral, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date. See Note 8 for additional disclosure regarding fair value of individually analyzed collateral dependent loans.

-17-

Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

The following table presents the carrying value of collateral dependent individually analyzed loans:

(Dollars in thousands) March 31, 2025 December 31, 2024
Carrying Value Related Allowance Carrying Value Related Allowance
Commercial:
Commercial real estate (1) $7,605 $423 $10,053 $1,252
Commercial & industrial (2) 1,140 278 515 259
Total commercial 8,745 701 10,568 1,511
Residential Real Estate:
Residential real estate (3) 2,449 1,023
Total $11,194 $701 $11,591 $1,511

(1)    Secured by income-producing property.

(2)    Secured by business assets.

(3)    Secured by one- to four-family residential properties.

Credit Quality Indicators

Commercial

The Corporation utilizes an internal rating system to assign a risk to each of its commercial loans. Loans are rated on a scale of 1 to 10. This scale can be assigned to three broad categories including “pass” for ratings 1 through 6, “special mention” for 7-rated loans, and “classified” for loans rated 8, 9 or 10. The loan risk rating system takes into consideration parameters including the borrower’s financial condition, the borrower’s performance with respect to loan terms, the adequacy of collateral, the adequacy of guarantees, and other credit quality characteristics. The Corporation takes the risk rating into consideration along with other credit attributes in the establishment of an appropriate ACL on loans. See Note 5 for additional information.

A description of the commercial loan categories is as follows:

Pass - Loans with acceptable credit quality, defined as ranging from superior or very strong to a status of lesser stature. Superior or very strong credit quality is characterized by a high degree of cash collateralization or strong balance sheet liquidity. Lesser stature loans have an acceptable level of credit quality, but may exhibit some weakness in various credit metrics such as collateral adequacy, cash flow, performance or may be in an industry or of a loan type known to have a higher degree of risk. These weaknesses may be mitigated by secondary sources of repayment, including SBA guarantees.

Special Mention - Loans with potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank’s position as creditor at some future date. Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification. Examples of these conditions include but are not limited to outdated or poor quality financial data, strains on liquidity and leverage, losses or negative trends in operating results, marginal cash flow, weaknesses in occupancy rates or trends in the case of commercial real estate, and frequent delinquencies.

Classified - Loans identified as “substandard,” “doubtful” or “loss” based on criteria consistent with guidelines provided by banking regulators. A “substandard” loan has defined weaknesses which make payment default or principal exposure likely, but not yet certain. Such loans are apt to be dependent upon collateral liquidation, a secondary source of repayment or an event outside of the normal course of business. The loans are closely watched and are either already on nonaccrual status or may be placed on nonaccrual status when management determines there is uncertainty of collectability. A “doubtful” loan is placed on nonaccrual status and has a high probability of loss, but the extent of the loss is difficult to quantify due to dependency upon collateral having a value that is difficult to determine or upon some near-term event which lacks certainty. A loan in the “loss” category is considered generally uncollectible or the timing or amount of payments cannot be determined. “Loss” is not intended to imply that the loan has no recovery value, but rather, it is not practical or desirable to continue to carry the asset.

The Corporation’s procedures call for loan risk ratings and classifications to be revised whenever information becomes available that indicates a change is warranted. On a quarterly basis, management reviews a watched asset list, which generally consists of commercial loans that are risk-rated 6 or worse, highly leveraged transaction loans, high-volatility

-18-

Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

commercial real estate, and other selected loans. Management’s review focuses on the current status of the loans, the appropriateness of risk ratings and strategies to improve the credit.

An annual credit review program is conducted by a third party to provide an independent evaluation of the creditworthiness of the commercial loan portfolio, the quality of the underwriting and credit risk management practices, and the appropriateness of the risk rating classifications. This review is supplemented with selected targeted internal reviews of the commercial loan portfolio.

Residential and Consumer

Management monitors the relatively homogeneous residential real estate and consumer loan portfolios on an ongoing basis using delinquency information by loan type.

In addition, other techniques are utilized to monitor indicators of credit deterioration in the residential real estate loans and home equity consumer loans. Among these techniques is the periodic tracking of loans with an updated Fair Isaac Corporation (commonly known as “FICO”) score and an updated estimated LTV ratio. LTV is estimated based on such factors as geographic location, the original appraised value, and changes in median home prices, and takes into consideration the age of the loan. The results of these analyses and other credit review procedures, including selected targeted internal reviews, are taken into account in the determination of qualitative loss factors for residential real estate and home equity consumer credits.

-19-

Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

The following table includes information on credit quality indicators and gross charge-offs for the Corporation’s loan portfolio, segregated by class of loans as of March 31, 2025:

(Dollars in thousands) Term Loans Amortized Cost by Origination Year
2025 2024 2023 2022 2021 Prior Revolving Loans Amortized Cost Revolving Loans Converted to Term Loans Total
Commercial:
CRE:
Pass $25,074 $153,946 $449,104 $588,539 $341,127 $514,620 $11,505 $977 $2,084,892
Special mention 6,319 5,389 2,217 13,925
Classified 29,051 6,239 35,290
Total CRE 25,074 182,997 455,423 593,928 341,127 523,076 11,505 977 2,134,107
Gross charge-offs 2,450 2,450
C&I:
Pass 10,120 37,757 50,099 136,744 22,345 187,972 69,286 441 514,764
Special mention 808 3,555 1,266 7,720 5,625 18,974
Classified 382 423 153 334 1,292
Total C&I 10,120 38,947 50,522 140,299 23,764 196,026 74,911 441 535,030
Gross charge-offs 7 7
Residential Real Estate:
Residential real estate:
Current (1) 25,464 72,611 377,854 736,928 369,409 525,301 2,107,567
Past due 395 642 5,402 6,439
Total residential real estate 25,464 72,611 378,249 737,570 369,409 530,703 2,114,006
Gross charge-offs
Consumer:
Home equity:
Current 3,171 11,899 17,754 12,414 6,035 6,909 223,891 11,912 293,985
Past due 93 571 669 1,245 2,578
Total home equity 3,171 11,899 17,847 12,414 6,035 7,480 224,560 13,157 296,563
Gross charge-offs
Other:
Current 1,482 3,441 4,081 2,201 2,125 3,604 237 17,171
Past due 31 1 32
Total other 1,513 3,441 4,081 2,201 2,125 3,604 238 17,203
Gross charge-offs 65 65
Total loans, amortized cost $65,342 $309,895 $906,122 $1,486,412 $742,460 $1,260,889 $311,214 $14,575 $5,096,909
Total gross charge-offs $72 $— $— $— $— $2,450 $— $— $2,522

(1)Excludes a $699 thousand negative basis adjustment associated with fair value hedges. See Note 7 for additional disclosure.

-20-

Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

The following table includes information on credit quality indicators and gross charge-offs for the Corporation’s loan portfolio, segregated by class of loans as of December 31, 2024:

(Dollars in thousands) Term Loans Amortized Cost by Origination Year
2024 2023 2022 2021 2020 Prior Revolving Loans Amortized Cost Revolving Loans Converted to Term Loans Total
Commercial:
CRE:
Pass $172,931 $432,763 $598,805 $362,292 $125,834 $405,381 $9,879 $989 $2,108,874
Special mention 6,116 2,237 8,353
Classified 31,010 6,267 37,277
Total CRE 203,941 438,879 598,805 362,292 125,834 413,885 9,879 989 2,154,504
Gross charge-offs 1,961 1,961
C&I:
Pass 38,128 51,162 136,449 23,474 36,954 159,522 76,857 469 523,015
Special mention 3,593 1,172 1,398 6,428 5,381 17,972
Classified 811 161 515 1,487
Total C&I 38,939 51,162 140,042 24,807 38,352 166,465 82,238 469 542,474
Gross charge-offs 33 175 208
Residential Real Estate:
Residential real estate:
Current (1) 74,458 383,983 746,566 375,848 173,676 365,380 2,119,911
Past due 287 1,434 1,290 4,730 7,741
Total residential real estate 74,458 384,270 748,000 375,848 174,966 370,110 2,127,652
Gross charge-offs
Consumer:
Home equity:
Current 12,850 18,301 12,749 6,165 2,282 4,815 225,522 11,488 294,172
Past due 61 142 630 871 1,243 2,947
Total home equity 12,850 18,362 12,749 6,165 2,424 5,445 226,393 12,731 297,119
Gross charge-offs
Other:
Current 4,176 4,497 2,331 2,175 757 2,989 251 17,176
Past due 24 370 394
Total other 4,200 4,497 2,701 2,175 757 2,989 251 17,570
Gross charge-offs 229 10 2 3 244
Total loans, amortized cost $334,388 $897,170 $1,502,297 $771,287 $342,333 $958,894 $318,761 $14,189 $5,139,319
Total gross charge-offs $262 $10 $— $— $2 $2,139 $— $— $2,413

(1)Excludes a $1.5 million negative basis adjustment associated with fair value hedges. See Note 7 for additional disclosure.

-21-

Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

Washington Trust may renew commercial loans at or immediately prior to their maturity. In the tables above, renewals subject to full credit evaluation before being granted are reported as originations in the period renewed. In addition, loans with extensions of maturity dates of more than three months are reported as originations in the period extended.

Note 5 - 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 level of the ACL on loans is based on management’s ongoing review of all relevant information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts.

The following table presents the activity in the ACL on loans for the three months ended March 31, 2025:

(Dollars in thousands) Commercial Consumer
CRE C&I Total Commercial Residential Real Estate Home Equity Other Total Consumer Total
Beginning Balance $26,485 $7,277 $33,762 $6,832 $1,031 $335 $1,366 $41,960
Charge-offs (2,450) (7) (2,457) (65) (65) (2,522)
Recoveries 200 4 204 1 13 14 218
Provision 972 382 1,354 (56) 25 77 102 1,400
Ending Balance $25,207 $7,656 $32,863 $6,776 $1,057 $360 $1,417 $41,056

The following table presents the activity in the ACL on loans for the three months ended March 31, 2024:

(Dollars in thousands) Commercial Consumer
CRE C&I Total Commercial Residential Real Estate Home Equity Other Total Consumer Total
Beginning Balance $24,144 $8,088 $32,232 $7,403 $1,048 $374 $1,422 $41,057
Charge-offs (8) (8) (62) (62) (70)
Recoveries 9 9 1 8 9 18
Provision 712 (469) 243 632 8 17 25 900
Ending Balance $24,856 $7,620 $32,476 $8,035 $1,057 $337 $1,394 $41,905

Note 6 - Leases

The Corporation has committed to rent premises used in business operations under non-cancelable operating leases and determines if an arrangement meets the definition of a lease upon inception. Upon commencement of a new lease, a ROU asset and corresponding lease liability is recognized. The Corporation recognizes an adjustment to the ROU asset and lease liability when lease agreements are amended and executed. The discount rate used in determining the present value of lease payments is based on the lessor’s implicit rate in the lease if known or the Corporation’s incremental borrowing rate for borrowing terms similar to the lease upon commencement date. Operating lease ROU assets amounted to $36.0 million and $26.9 million, respectively, as of March 31, 2025 and December 31, 2024. Operating lease liabilities totaled $38.7 million and $29.6 million, respectively, as of March 31, 2025 and December 31, 2024.

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 in noninterest income. In addition, operating lease ROU assets of $10.0 million and operating lease liabilities of $10.0 million were recorded on the balance sheet. The leases expire in 17 years and include options to renew for two additional 15-year terms.

As of both March 31, 2025 and December 31, 2024, there were no operating leases that had not yet commenced.

-22-

Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

The following table presents information regarding the Corporation’s operating leases:

Mar 31, 2025 Dec 31, 2024
Weighted average discount rate 5.27 % 3.80 %
Range of lease expiration dates 1 month - 22 years 4 months - 23 years
Range of lease renewal options 1 year - 15 years 1 year - 5 years
Weighted average remaining lease term 13.7 years 12.6 years

The following table presents the undiscounted annual lease payments under the terms of the Corporation’s operating leases at March 31, 2025, including a reconciliation to the present value of operating lease liabilities recognized in the Consolidated Balance Sheets:

(Dollars in thousands)
April 1, 2025 to December 31, 2025 $3,582
2026 4,554
2027 4,029
2028 3,707
2029 3,597
2030 and thereafter 35,641
Total operating lease payments 55,110
Less: interest 16,394
Present value of operating lease liabilities (1) $38,716

(1)Includes short-term operating lease liabilities of $2.9 million.

The following table presents the components of total lease expense and operating cash flows:

(Dollars in thousands)
Three months ended March 31, 2025 2024
Lease Expense:
Operating lease expense $1,271 $1,123
Variable lease expense 45 40
Total lease expense (1) $1,316 $1,163
Cash Paid:
Cash paid reducing operating lease liabilities $1,239 $1,165

(1)Included in net occupancy expenses in the Consolidated Statements of Income.

Note 7 - Derivative Financial Instruments

The Corporation’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Corporation’s known or expected cash receipts and its known or expected cash payments, principally to manage the Corporation’s interest rate risk. Additionally, the Corporation enters into interest rate derivatives to accommodate the business requirements of its customers. Derivatives are measured at fair value.  Derivative assets are included in other assets. and derivative liabilities are included in other liabilities in the Unaudited Consolidated Balance Sheets. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and resulting designation.

Interest Rate Risk Management Agreements

Interest rate risk management agreements, such as swaps, caps, floors, and collars, are used from time to time as part of the Corporation’s interest rate risk management strategy. Interest rate swaps are agreements in which the Corporation and another party agree to exchange interest payments (e.g., fixed-rate for variable-rate payments or variable-rate for fixed-rate payments) computed on a notional principal amount. Interest rate caps and floors represent options purchased by the Corporation to manage the interest rate paid throughout the term of the option contract. An interest rate collar is a derivative instrument that represents simultaneously buying an interest rate cap and selling an interest rate floor. The credit risk

-23-

Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

associated with these derivative transactions is the risk of default by the counterparty. To minimize this risk, the Corporation enters into interest rate agreements only with highly rated counterparties that management believes to be creditworthy. The notional amounts of these agreements do not represent amounts exchanged by the parties and, thus, are not a measure of the potential loss exposure.

Cash Flow Hedging Instruments

As of March 31, 2025 and December 31, 2024, the Corporation had interest rate swap contracts and an interest rate collar that were designated as cash flow hedges. These cash flow hedges were executed to hedge the interest rate risk associated with short-term borrowings. See Note 10 for additional disclosure on borrowings. The changes in fair value of these derivatives designated as cash flow hedges are recorded in other comprehensive income (loss) and subsequently reclassified to earnings when gains or losses are realized (i.e., in the same period during which the hedged transactions affect earnings.)

The Corporation also had an interest rate swap contract that was designated as a cash flow hedge to hedge the interest rate risk associated with a pool of variable rate commercial loans. On March 31, 2023, the Corporation terminated this interest rate swap contract and the derivative liability was derecognized. The loss on this interest rate swap included in the AOCL component of shareholders’ equity was updated to its termination date fair value of $26.5 million, or $20.1 million after tax. This loss is being amortized into earnings as a reduction of interest income on a straight-line basis over the remaining life of the original interest rate swap term, or through May 1, 2026. At March 31, 2025, the remaining unamortized balance of the loss included in the AOCL component of shareholders’ equity was $9.3 million, or $7.0 million after tax.

Fair Value Hedging Instruments

As of March 31, 2025 and December 31, 2024, the Corporation had interest rate swap contracts that were designated as fair value hedges. The fair value hedges were executed to hedge the interest rate risk associated with a closed-pool of fixed-rate residential real estate loans (the “hedged item”). The hedged item is measured at fair value through a basis adjustment recognized on the balance sheet. The changes in fair value of derivatives designated as fair value hedges, as well as the offsetting changes in fair value of the hedged item are recognized in earnings.

Loan Related Derivative Contracts

Interest Rate Derivative Contracts with Customers

The Corporation enters into interest rate swap and interest rate cap contracts to help commercial loan borrowers manage their interest rate risk.  These interest rate swap contracts allow borrowers to convert variable-rate loan payments to fixed-rate loan payments, while interest rate cap contracts allow borrowers to limit their interest rate exposure in a rising rate environment.  When the Corporation enters into an interest rate derivative contract with a commercial loan borrower, it simultaneously enters into a “mirror” interest rate contract with a third party.  For interest rate swaps, the third party exchanges the client’s fixed-rate loan payments for variable-rate loan payments. The Corporation’s credit policies with respect to interest rate contracts with commercial borrowers are similar to those used for loans. The Corporation retains the risk that is associated with the potential failure of counterparties and the risk inherent in originating loans.  The interest rate contracts with counterparties are generally subject to bilateral collateralization terms. These derivatives are not designated as hedges and therefore, changes in fair value are recognized in earnings.

Risk Participation Agreements

The Corporation has entered into risk participation agreements with other banks in commercial loan arrangements. Participating banks guarantee the performance on borrower-related interest rate swap contracts. These derivatives are not designated as hedges and therefore, changes in fair value are recognized in earnings.

Under a risk participation-out agreement, a derivative asset, the Corporation participates out a portion of the credit risk associated with the interest rate swap position executed with the commercial borrower for a fee paid to the participating bank. Under a risk participation-in agreement, a derivative liability, the Corporation assumes, or participates in, a portion of the credit risk associated with the interest rate swap position with the commercial borrower for a fee received from the other bank.

Mortgage Loan Commitments

Interest rate lock commitments are extended to borrowers and relate to the origination of mortgage loans held for sale.  To mitigate the interest rate risk and pricing risk associated with rate locks and mortgage loans that are originated and intended for sale, the Corporation enters into forward sale commitments. Forward sale commitments are contracts for delayed delivery or net settlement of the underlying instrument, such as a residential mortgage loan, where the seller agrees to deliver on a

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Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

specified future date, either a specified instrument at a specified price or yield or the net cash equivalent of an underlying instrument. Both interest rate lock commitments and forward sale commitments are derivative financial instruments, but do not meet criteria for hedge accounting and therefore, the changes in fair value of these commitments are recognized in earnings.

The following table presents the notional amounts and fair values of derivative instruments in the Unaudited Consolidated Balance Sheets:

(Dollars in thousands) March 31, 2025
Fair Value Fair Value
Notional Amounts Derivative Assets Derivative Liabilities Derivative Assets Derivative Liabilities
Derivatives Designated as Cash Flow Hedging Instruments:
Interest rate risk management contracts:
Interest rate swaps (1) $120,000 $577 637 $1,529 $229
Interest rate collar 50,000 39 30
Derivatives Designated as Fair Value Hedging Instruments:
Interest rate risk management contracts:
Interest rate swaps 100,000 698 1,477
Derivatives not Designated as Hedging Instruments:
Loan related derivative contracts:
Interest rate contracts with customers 820,536 4,392 39,355 2,468 51,372
Mirror contracts with counterparties 820,536 39,178 4,468 51,176 2,529
Risk participation agreements 329,827 36 29
Mortgage loan commitments:
Interest rate lock commitments 45,349 819 1 248
Forward sale commitments 79,973 3 794 163 291
Gross amounts 45,703 45,294 57,090 54,451
Less: amounts offset (2) 5,044 5,044 2,788 2,788
Derivative balances, net of offset 40,659 40,250 54,302 51,663
Less: collateral pledged (3)
Net amounts $40,659 40,250 $54,302 $51,663

All values are in US Dollars.

(1)The fair value of derivative assets includes accrued interest receivable of $75 thousand and $120 thousand, respectively, at March 31, 2025 and December 31, 2024. There was no accrued interest payable included in the fair value of derivative liabilities at March 31, 2025 or at December 31, 2024.

(2)Interest rate risk management contracts and loan related derivative contracts with counterparties are subject to master netting arrangements.

(3)Collateral contractually required to be pledged to derivative counterparties is in the form of cash. Washington Trust may need to post additional collateral in the future in proportion to potential increases in unrealized loss positions.

The following table presents the balance sheet location, carrying value, and cumulative basis adjustment of the hedged item associated with fair value hedges:

(Dollars in thousands)
March 31, 2025 December 31, 2024
Balance Sheet Location Carrying Value of Hedged Item (1) Cumulative Basis Adjustment Carrying Value of Hedged Item (1) Cumulative Basis Adjustment
Residential real estate loans $99,301 ($699) $98,519 ($1,481)

(1)Represents the carrying value of the hedged item associated with fair value hedges on a closed-pool of fixed-rate residential real estate loans that are expected to be outstanding for the designated hedged periods. The amortized cost balance of the closed-pool of residential real estate loans used in the fair value hedges was $644.8 million and $733.2 million, respectively, at March 31, 2025 and December 31, 2024.

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Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

The following table presents the effect of derivative instruments in the Unaudited Consolidated Statements of Changes in Shareholders’ Equity:

(Dollars in thousands) Amounts Recognized in <br>Other Comprehensive Income (Loss), Net of Tax
Three months ended March 31, 2025 2024
Derivatives Designated as Cash Flow Hedging Instruments:
Interest rate risk management contracts:
Interest rate swaps $600 $3,205
Interest rate collar (7)
Total $593 $3,205

The following table presents the effect of derivative instruments in the Unaudited Consolidated Statements of Income:

(Dollars in thousands) Amount of Gain (Loss) <br>Recognized in the Unaudited Consolidated Statements of Income
Three months ended March 31, Statement of Income Location 2025 2024
Derivatives Designated as Cash Flow Hedging Instruments:
Interest rate risk management contracts:
Interest rate swaps Interest income: Interest and fees on loans ($2,116) ($2,138)
Interest rate swaps Interest expense: FHLB advances 193 493
Derivatives Designated as Fair Value Hedging Instruments:
Interest rate risk management contracts:
Interest rate swaps Interest income: Interest and fees on loans (779)
Hedged item Interest income: Interest and fees on loans 782
Derivatives not Designated as Hedging Instruments:
Loan related derivative contracts:
Interest rate contracts with customers Loan related derivative income $9,797 ($19,009)
Mirror interest rate contracts with counterparties Loan related derivative income (9,728) 19,310
Risk participation agreements Loan related derivative income 32 (17)
Mortgage loan commitments:
Interest rate lock commitments Mortgage banking revenues 570 248
Forward sale commitments Mortgage banking revenues (639) 66
Total ($1,888) ($1,047)

For derivatives designated as cash flow hedging instruments in the table above, the amounts represent the pre-tax reclassifications from AOCL into earnings.

Note 8 - Fair Value Measurements

The Corporation uses fair value measurements to record fair value adjustments on certain assets and liabilities and to determine fair value disclosures.  Items recorded at fair value on a recurring basis include securities available for sale, mortgage loans that are originated and intended for sale to the secondary market, and derivatives.  Additionally, from time to time, we may be required to record other assets at fair value on a nonrecurring basis, such as collateral dependent individually analyzed loans, loan servicing rights, property acquired through foreclosure or repossession, and mortgage loans reclassified to held for sale from portfolio.

Fair value is a market-based measurement, not an entity-specific measurement.  Fair value measurements are determined based on the assumptions the market participants would use in pricing the asset or liability.  In addition, GAAP specifies a hierarchy of valuation techniques based on whether the types of valuation information, or “inputs”, are observable or

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Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Corporation’s market assumptions. These two types of inputs have created the following fair value hierarchy:

•Level 1 – Quoted prices for identical assets or liabilities in active markets.

•Level 2 – 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 inputs and significant value drivers are observable in active markets.

•Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable in the markets and which reflect the Corporation’s market assumptions.

Fair Value Option Election

GAAP allows for the irrevocable option to elect fair value accounting for the initial and subsequent measurement for certain financial assets and liabilities on a contract-by-contract basis. The Corporation has elected the fair value option for mortgage loans that are originated and intended for sale to the secondary market to better match changes in fair value of the loans with changes in the fair value of the forward sale commitment contracts used to economically hedge them.

The following table presents a summary of mortgage loans held for sale accounted for under the fair value option:

(Dollars in thousands) March 31,<br>2025 December 31,<br>2024
Aggregate fair value $21,953 $21,708
Aggregate principal balance 21,440 21,420
Difference between fair value and principal balance $513 $288

Changes in fair value of mortgage loans held for sale accounted for under the fair value option election are included in mortgage banking revenues in the Unaudited Consolidated Statements of Income. Changes in fair value amounted to an increase in mortgage banking revenues of $225 thousand for the three months ended March 31, 2025. This compared to a decrease in mortgage banking revenues of $69 thousand for the three months ended March 31, 2024.

There were no mortgage loans held for sale 90 days or more past due as of March 31, 2025 and December 31, 2024.

Valuation Techniques for Items Recorded at Fair Value on a Recurring Basis

Available for Sale Debt Securities

Available for sale debt securities are recorded at fair value on a recurring basis. When available, the Corporation uses quoted market prices to determine the fair value of debt securities; such items are classified as Level 1. There were no Level 1 debt securities held at March 31, 2025 and December 31, 2024.

Level 2 debt securities are traded less frequently than exchange-traded instruments. The fair value of these securities is determined using matrix pricing with inputs that are observable in the market or can be derived principally from or corroborated by observable market data.  This category includes obligations of U.S. government-sponsored enterprises, including mortgage-backed securities, individual name issuer trust preferred debt securities, and corporate bonds.

Debt securities not actively traded whose fair value is determined through the use of cash flows utilizing inputs that are unobservable are classified as Level 3. There were no Level 3 debt securities held at March 31, 2025 and December 31, 2024.

Mortgage Loans Held for Sale, at Fair Value

The Corporation has elected the fair value option for mortgage loans that are originated and intended for sale to the secondary market. The fair value is estimated based on current market prices for similar loans in the secondary market and therefore are classified as Level 2 assets.

Derivatives

Interest rate derivative contracts are traded in over-the-counter markets where quoted market prices are not readily available.  Fair value measurements are determined using independent valuation software, which utilizes the present value of future cash flows discounted using market observable inputs such as forward rate assumptions. The Corporation evaluates

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Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

the credit risk of its counterparties, as well as that of the Corporation.  Accordingly, factors such as the likelihood of default by the Corporation and its counterparties, its net exposures, and remaining contractual life are considered in determining if any fair value adjustments related to credit risk are required.  Counterparty exposure is evaluated by netting positions that are subject to master netting agreements, as well as considering the amount of collateral securing the position, if any. The Corporation has determined that the majority of the inputs used to value its derivative positions fall within Level 2 of the fair value hierarchy. However, the credit valuation adjustments utilize Level 3 inputs. As of March 31, 2025 and December 31, 2024, the Corporation has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation. As a result, the Corporation has classified its derivative valuations in their entirety as Level 2.

Fair value measurements of forward loan commitments (interest rate lock commitments and forward sale commitments) are primarily based on current market prices for similar assets in the secondary market and therefore are classified as Level 2 assets. The fair value of interest rate lock commitments is also dependent on the ultimate closing of the loans. Pull-through rates are based on the Corporation’s historical data and reflect the Corporation’s best estimate of the likelihood that a commitment will result in a closed loan. Although the pull-through rates are Level 3 inputs, the Corporation has assessed the significance of the impact of pull-through rates on the overall valuation of its interest rate lock commitments and has determined that they are not significant to the overall valuation. As a result, the Corporation has classified its interest rate lock commitments as Level 2.

Items Recorded at Fair Value on a Recurring Basis

The following tables present the balances of assets and liabilities reported at fair value on a recurring basis:

(Dollars in thousands) Total Quoted Prices in Active Markets for Identical Assets <br>(Level 1) Significant Other Observable Inputs <br>(Level 2) Significant Unobservable Inputs <br>(Level 3)
March 31, 2025
Assets:
Available for sale debt securities:
Obligations of U.S. government agencies and U.S government sponsored enterprises $39,252 $— $39,252 $—
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises 855,560 855,560
Obligations of states and political subdivisions 642 642
Individual name issuer trust preferred debt securities 9,249 9,249
Corporate bonds 12,842 12,842
Mortgage loans held for sale 21,953 21,953
Derivative assets 40,659 40,659
Total assets at fair value on a recurring basis $980,157 $— $980,157 $—
Liabilities:
Derivative liabilities $40,250 $— $40,250 $—
Total liabilities at fair value on a recurring basis $40,250 $— $40,250 $—

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Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

(Dollars in thousands) Total Quoted Prices in Active Markets for Identical Assets <br>(Level 1) Significant Other Observable Inputs <br>(Level 2) Significant Unobservable Inputs <br>(Level 3)
December 31, 2024
Assets:
Available for sale debt securities:
Obligations of U.S. government agencies and U.S government sponsored enterprises $38,612 $— $38,612 $—
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises 855,147 855,147
Obligations of states and political subdivisions 655 655
Individual name issuer trust preferred debt securities 9,221 9,221
Corporate bonds 12,670 12,670
Mortgage loans held for sale 21,708 21,708
Derivative assets 54,302 54,302
Total assets at fair value on a recurring basis $992,315 $— $992,315 $—
Liabilities:
Derivative liabilities $51,663 $— $51,663 $—
Total liabilities at fair value on a recurring basis $51,663 $— $51,663 $—

Valuation Techniques for Items Recorded at Fair Value on a Nonrecurring Basis

Collateral Dependent Individually Analyzed Loans

Collateral dependent individually analyzed loans are valued based upon the lower of amortized cost or fair value. Fair value is determined based on the appraised value of the underlying collateral. Such collateral primarily consists of real estate and, to a lesser extent, other business assets. For collateral dependent loans that are expected to be repaid substantially through the sale of the collateral, management adjusts the fair value for estimated costs to sell. Management may also adjust appraised values to reflect estimated market value declines or apply other discounts to appraised values resulting from its knowledge of the collateral. Internal valuations may be utilized to determine the fair value of other business assets. Collateral dependent individually analyzed loans are categorized as Level 3.

Mortgage Loans Held for Sale, at Lower of Cost or Market

Pursuant to the terms of a sales agreement effective December 30, 2024, the Bank had committed to sell residential mortgage loans with an amortized cost balance of $344.6 million that were held in portfolio. These loans were reclassified to held for sale and written down to a fair value of $281.7 million in December 2024. The fair value of these loans was based on the terms of the sales agreement with an unrelated third party and therefore are categorized as Level 2. The sale of these loans was completed on January 24, 2025.

Items Recorded at Fair Value on a Nonrecurring Basis

The following table presents the carrying value of assets held at March 31, 2025, which were written down to fair value during the three months ended March 31, 2025:

(Dollars in thousands) Total Quoted Prices in Active Markets for Identical Assets <br>(Level 1) Significant Other Observable Inputs <br>(Level 2) Significant Unobservable Inputs <br>(Level 3)
Assets:
Collateral dependent individually analyzed loans $4,405 $— $— $4,405
Total assets at fair value on a nonrecurring basis $4,405 $— $— $4,405

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Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

The following table presents the carrying value of assets held at December 31, 2024, which were written down to fair value during the year ended December 31, 2024.

(Dollars in thousands) Total Quoted Prices in Active Markets for Identical Assets <br>(Level 1) Significant Other Observable Inputs <br>(Level 2) Significant Unobservable Inputs <br>(Level 3)
Assets:
Collateral dependent individually analyzed loans $9,057 $— $— $9,057
Mortgage loans held for sale, at lower of cost or market 281,706 281,706
Total assets at fair value on a nonrecurring basis $290,763 $— $281,706 $9,057

The following tables present valuation techniques and unobservable inputs for assets measured at fair value on a nonrecurring

basis for which the Corporation has utilized Level 3 inputs to determine fair value:

(Dollars in thousands) Fair Value Valuation Technique Unobservable Input Range of Inputs Utilized <br>(Weighted Average)
March 31, 2025
Collateral dependent individually analyzed loans $4,405 Appraisals of collateral Discount for costs to sell 14% - 15% (15%)
Appraisal adjustments 0% - 60% (3%) (Dollars in thousands) Fair Value Valuation Technique Unobservable Input Inputs Utilized <br>(Weighted Average)
--- --- --- --- ---
December 31, 2024
Collateral dependent individually analyzed loans $9,057 Appraisals of collateral Discount for costs to sell 14% - 49% (16%)
Appraisal adjustments 0% - 10% (7%)

Items for which Fair Value is Only Disclosed

The estimated fair values and related carrying amounts for financial instruments for which fair value is only disclosed are presented in the tables below:

(Dollars in thousands)
March 31, 2025 Carrying Amount Total <br>Fair Value Quoted Prices in Active Markets for Identical Assets <br>(Level 1) Significant Other Observable Inputs <br>(Level 2) Significant Unobservable Inputs <br>(Level 3)
Financial Assets:
Cash and cash equivalents $120,239 $120,239 $120,239 $— $—
Loans, net of allowance for credit losses on loans (1) 5,055,154 4,850,461 4,850,461
FHLB stock 38,899 38,899 38,899
Investment in BOLI 107,546 107,546 107,546
Financial Liabilities:
Non-maturity deposits $3,799,971 $3,799,971 $— $3,799,971 $—
Time deposits 1,240,610 1,234,345 1,234,345
FHLB advances 850,000 853,446 853,446
Junior subordinated debentures 22,681 19,416 19,416

(1)The estimated fair value excludes a $699 thousand negative basis adjustment associated with fair value hedges. See Note 7 for additional disclosure.

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Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

(Dollars in thousands)
December 31, 2024 Carrying Amount Total <br>Fair Value Quoted Prices in Active Markets for Identical Assets <br>(Level 1) Significant Other Observable Inputs <br>(Level 2) Significant Unobservable Inputs <br>(Level 3)
Financial Assets:
Cash and cash equivalents $113,889 $113,889 $113,889 $— $—
Loans, net of allowance for credit losses on loans (1) 5,095,878 4,952,110 4,952,110
FHLB stock 49,817 49,817 49,817
Investment in BOLI 106,777 106,777 106,777
Financial Liabilities:
Non-maturity deposits $3,626,152 $3,626,152 $— $3,626,152 $—
Time deposits 1,489,648 1,479,267 1,479,267
FHLB advances 1,125,000 1,125,819 1,125,819
Junior subordinated debentures 22,681 19,602 19,602

(1)The estimated fair value excludes a $1.5 million negative basis adjustment associated with fair value hedges. See Note 7 for additional disclosure.

Note 9 - Deposits

The following table presents a summary of deposits:

(Dollars in thousands) March 31,<br>2025 December 31,<br>2024
Noninterest-bearing:
Noninterest-bearing demand deposits $625,590 $661,776
Interest-bearing:
Interest-bearing demand deposits 654,599 592,904
NOW accounts 686,666 692,812
Money market accounts 1,202,703 1,154,745
Savings accounts 630,413 523,915
Time deposits (1) 1,240,610 1,489,648
Total interest-bearing deposits 4,414,991 4,454,024
Total deposits $5,040,581 $5,115,800

(1)Includes wholesale brokered time deposit balances of $27.2 million and $297.5 million, respectively, as of March 31, 2025 and December 31, 2024.

The following table presents scheduled maturities of time certificates of deposit:

(Dollars in thousands) Scheduled Maturity Weighted Average Rate
April 1, 2025 to December 31, 2025 $932,475 3.94 %
2026 223,777 3.48
2027 51,151 3.02
2028 25,683 3.70
2029 5,941 2.80
2030 and thereafter 1,583 1.92
Balance at March 31, 2025 $1,240,610 3.80 %

Time certificates of deposit in denominations of $250 thousand or more totaled $362.3 million and $353.9 million,

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Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

respectively, at March 31, 2025 and December 31, 2024.

Note 10 - Borrowings

Advances payable to the FHLB amounted to $850.0 million and $1.1 billion, respectively, at March 31, 2025 and December 31, 2024. See Note 7 for additional disclosure on derivatives designated as cash flow hedges to hedge the interest rate risk associated with short-term FHLB advances.

The Bank pledges certain qualified investment securities and loans as collateral to the FHLB. As of March 31, 2025 and December 31, 2024, the Bank had available borrowing capacity of $1.0 billion and $753.0 million, respectively, with the FHLB.

In addition, the Bank had access to a $40.0 million unused line of credit with the FHLB at both March 31, 2025 and December 31, 2024. Furthermore, the Bank had standby letters of credit with the FHLB of $66.0 million at both March 31, 2025 and December 31, 2024 to collateralize institutional deposits.

The following table presents maturities and weighted average interest rates on FHLB advances outstanding as of March 31, 2025:

(Dollars in thousands) Scheduled<br>Maturity Weighted<br>Average Rate
April 1, 2025 to December 31, 2025 $475,000 4.77 %
2026 165,000 4.54
2027 45,000 4.24
2028 85,000 4.35
2029 80,000 3.82
2030 and thereafter
Balance at March 31, 2025 $850,000 4.57 %

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Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

Note 11 - Shareholders' Equity

Regulatory Capital Requirements

Capital levels at March 31, 2025 exceeded the regulatory minimum levels to be considered “well capitalized.”

The following table presents the Corporation’s and the Bank’s actual capital amounts and ratios, as well as the corresponding minimum and well capitalized regulatory amounts and ratios that were in effect during the respective periods:

(Dollars in thousands) Actual For Capital Adequacy Purposes To Be “Well Capitalized” Under Prompt Corrective Action Provisions
Amount Ratio Amount Ratio Amount Ratio
March 31, 2025
Total Capital (to Risk-Weighted Assets):
Corporation $619,238 13.13 % $377,420 8.00 % N/A N/A
Bank 613,684 13.01 377,218 8.00 $471,523 10.00 %
Tier 1 Capital (to Risk-Weighted Assets):
Corporation 576,942 12.23 283,065 6.00 N/A N/A
Bank 571,388 12.12 282,914 6.00 377,218 8.00
Common Equity Tier 1 Capital (to Risk-Weighted Assets):
Corporation 554,945 11.76 212,299 4.50 N/A N/A
Bank 571,388 12.12 212,185 4.50 306,490 6.50
Tier 1 Capital (to Average Assets): (1)
Corporation 576,942 8.45 273,007 4.00 N/A N/A
Bank 571,388 8.38 272,892 4.00 341,115 5.00
December 31, 2024
Total Capital (to Risk-Weighted Assets):
Corporation 617,762 12.47 396,309 8.00 N/A N/A
Bank 612,603 12.37 396,150 8.00 495,187 10.00
Tier 1 Capital (to Risk-Weighted Assets):
Corporation 576,731 11.64 297,232 6.00 N/A N/A
Bank 571,572 11.54 297,112 6.00 396,150 8.00
Common Equity Tier 1 Capital (to Risk-Weighted Assets):
Corporation 554,734 11.20 222,924 4.50 N/A N/A
Bank 571,572 11.54 222,834 4.50 321,872 6.50
Tier 1 Capital (to Average Assets): (1)
Corporation 576,731 8.13 283,730 4.00 N/A N/A
Bank 571,572 8.06 283,628 4.00 354,536 5.00

(1)    Leverage ratio.

In addition to the minimum regulatory capital required for capital adequacy outlined in the table above, the Corporation and the Bank are required to maintain a minimum capital conservation buffer, in the form of common equity, of 2.50%, resulting in a requirement for the Corporation and the Bank to effectively maintain total capital, Tier 1 capital, and common equity Tier 1 capital ratios of 10.50%, 8.50%, and 7.00%, respectively. The Corporation and the Bank must maintain the capital conservation buffer to avoid restrictions on the ability to pay dividends and discretionary bonuses. The Corporation’s and the Bank’s capital levels exceeded the minimum regulatory capital requirements plus the capital conservation buffer at March 31, 2025 and December 31, 2024.

The Bancorp owns the common stock of two capital trusts, which have issued trust preferred securities. In accordance with GAAP, the capital trusts are treated as unconsolidated subsidiaries. At both March 31, 2025 and December 31, 2024, $22.0 million in trust preferred securities were included in the Tier 1 capital of the Corporation for regulatory capital reporting purposes pursuant to the capital adequacy guidelines of the Federal Reserve.

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Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

In accordance with regulatory capital rules, the Corporation elected the option to delay the estimated impact of ASC 326 on its regulatory capital over a two-year deferral and subsequent three-year transition period ending December 31, 2024. As a result, the December  31, 2024 capital ratios in the table above excluded the full impact of the increased ACL on loans and unfunded loan commitments attributed to the adoption of ASC 326, adjusted for an approximation of the after-tax provision for credit losses attributable to ASC 326 relative to the incurred loss methodology during the two-year deferral period. The cumulative difference quantified at the end of the deferral period was fully phased-in to regulatory capital on January 1, 2025.

Note 12 - Revenue from Contracts with Customers

The following tables summarize total revenues as presented in the Unaudited Consolidated Statements of Income and the related amounts that are from contracts with customers within the scope of ASC 606. As shown below, a substantial portion of our revenues are specifically excluded from the scope of ASC 606.

For the three months ended March 31, 2025 2024
(Dollars in thousands) Revenue (1) ASC 606 Revenue (2) Revenue (1) ASC 606 Revenue (2)
Net interest income $36,422 $— $31,665 $—
Noninterest income:
Wealth management revenues 9,891 9,891 9,338 9,338
Mortgage banking revenues 2,304 2,506
Card interchange fees 1,509 1,509 1,145 1,145
Service charges on deposit accounts 744 744 685 685
Loan related derivative income 101 284
Income from bank-owned life insurance 769 739
Gain on sale of bank-owned properties, net (3) 6,994 6,994
Other income 331 264 2,466 270
Total noninterest income 22,643 19,402 17,163 11,438
Total revenues $59,065 $19,402 $48,828 $11,438

(1)As reported in the Unaudited Consolidated Statements of Income.

(2)Revenue from contracts with customers in scope of ASC 606.

(3)Included herein in accordance with sales-leaseback transaction provisions of ASC 842 and ASC 606.

The following table presents revenue from contracts with customers based on the timing of revenue recognition:

(Dollars in thousands)
Three months ended March 31, 2025 2024
Revenue recognized at a point in time:
Card interchange fees $1,509 $1,145
Service charges on deposit accounts 463 425
Gain on sale of bank-owned properties, net 6,994
Other income 204 211
Revenue recognized over time:
Wealth management revenues 9,891 9,338
Service charges on deposit accounts 281 260
Other income 60 59
Total revenues from contracts with customers in scope of ASC 606 $19,402 $11,438

Receivables for revenue from contracts with customers primarily consist of amounts due for wealth management services performed for which the Corporation’s performance obligations have been fully satisfied. Receivables amounted to $5.9 million and $6.0 million, respectively, at March 31, 2025 and December 31, 2024 and were included in other assets in the Unaudited Consolidated Balance Sheets.

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Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

Deferred revenues, which are considered contract liabilities under ASC 606, represent advance consideration received from customers for which the Corporation has a remaining performance obligation to fulfill. Contract liabilities are recognized as revenue over the life of the contract as the performance obligations are satisfied. The balances of contract liabilities were insignificant at both March 31, 2025 and December 31, 2024 and were included in other liabilities in the Unaudited Consolidated Balance Sheets.

For commissions and incentives that are in scope of ASC 606, such as those paid to employees in our wealth management services and commercial banking segments in order to obtain customer contracts, contract cost assets are established. The contract cost assets are capitalized and amortized over the estimated useful life that the asset is expected to generate benefits. The carrying value of contract cost assets amounted to $2.0 million and $2.1 million, respectively at March 31, 2025 and December 31, 2024 and were included in other assets in the Unaudited Consolidated Balance Sheets. The amortization of contract cost assets is recorded within salaries and employee benefits expense in the Unaudited Consolidated Statements of Income.

Note 13 - Defined Benefit Pension Plans

Washington Trust maintained a qualified pension plan for the benefit of certain eligible employees who were hired prior to October 1, 2007. Washington Trust also has non-qualified retirement plans to provide supplemental retirement benefits to certain employees, as defined in the plans. These defined benefit pension plans were previously amended to freeze benefit accruals after a 10-year transition period, which ended in December 2023.

In the fourth quarter of 2023, the Corporation’s Board of Directors approved a resolution to terminate the qualified pension plan, and participants were notified of the termination. In the first quarter of 2025, the qualified pension plan liability was settled after plan assets were distributed through a combination of lump sum payments to participants and the purchase of a group annuity contract from a highly-rated insurance company. This resulted in a pre-tax non-cash pension settlement charge of $6.4 million being recognized in noninterest expenses in the first quarter of 2025. The settlement charge included the recognition of pre-tax actuarial losses accumulated in AOCL and the effects of the remeasurement of plan assets and liabilities upon settlement. As a result of the plan’s over-funded status, remaining surplus plan assets of approximately $10.3 million are expected to be transferred directly to the Corporation’s 401(k) Plan (a qualified replacement plan) to fund future non-elective employer contributions.

The following table presents components of net periodic benefit cost and other amounts recognized in other comprehensive income (loss), on a pre-tax basis:

(Dollars in thousands) Qualified Pension Plan
Three months ended March 31, 2025 2024 2025 2024
Net Periodic Benefit Cost:
Service cost (1) $— 125 $— $—
Interest cost (2) 15 833 163 162
Expected return on plan assets (2) (34) (1,028)
Recognized net actuarial loss (2) 29 31
Net periodic benefit cost before settlement (19) (70) 192 193
Pension plan settlement charge 6,436
Net periodic benefit cost $6,417 (70) $192 $193

All values are in US Dollars.

(1)Included in salaries and employee benefits expense in the Unaudited Consolidated Statements of Income. Service cost for 2024 represents administrative expenses related to the termination of the qualified pension plan.

(2)Included in other expenses in the Unaudited Consolidated Statements of Income.

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Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

Note 14 - Business Segments

The Corporation manages its operations through two reportable business segments, consisting of Commercial Banking and Wealth Management Services. The Corporation’s reportable business segments are determined by the Senior Executive Vice President, Chief Financial Officer and Treasurer, the designated CODM.

An allocation methodology is utilized to allocate income and expenses to the business segments. Direct activities are assigned to the appropriate business segment to which the activity relates. Indirect activities, such as corporate, technology and other support functions, are allocated to business segments primarily based upon full-time equivalent employee computations.

The Commercial Banking segment includes commercial, residential, and consumer lending activities; mortgage banking activities; deposit generation; cash management services; other banking activities, including customer support and the operation of ATMs, telephone banking, internet banking, and mobile banking services; as well as investment portfolio and wholesale funding activities.

Wealth management services and operations are provided through the Bank and its registered investment adviser subsidiary. The Wealth Management Services segment provides investment management; holistic financial planning services; personal trust and estate services, including services as trustee, personal representative, and custodian; settlement of decedents’ estates; and institutional trust services, including custody and fiduciary services.

The CODM evaluates the financial performance of each business segment, which is measured based upon the business segment’s net income. Components of net income for the business segments that are reviewed by the CODM include net interest income, provision for credit losses, noninterest income, noninterest expense, and income tax expense. The CODM, in conjunction with management committees (such as the ALCO) and certain members of executive management, evaluates financial performance to make decisions related to the products and services that are offered, pricing, and the allocation of resources, for each business segment.

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Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

The following tables presents the components of net income, as well as other supplemental information for Washington Trust’s reportable business segments:

(Dollars in thousands) Commercial Banking Wealth Management Services Consolidated Total
Three months ended March 31, 2025 2024 2025 2024 2025 2024
Total interest income and dividend income $79,463 $85,256 $— $— $79,463 $85,256
Total interest expense 43,041 53,591 43,041 53,591
Net interest income 36,422 31,665 36,422 31,665
Provision for credit losses 1,200 700 1,200 700
Net interest income after provision for credit losses 35,222 30,965 35,222 30,965
Noninterest income 12,635 5,572 10,008 11,591 22,643 17,163
Noninterest expenses:
Salaries and employee benefits 16,979 16,570 5,443 5,205 22,422 21,775
Outsourced services 3,265 2,848 1,081 932 4,346 3,780
Net occupancy 2,471 2,306 270 255 2,741 2,561
Equipment 815 901 76 119 891 1,020
Legal, audit and professional fees 527 590 223 116 750 706
FDIC deposit insurance costs 1,262 1,441 1,262 1,441
Advertising and promotion 348 466 62 82 410 548
Amortization of intangibles 204 208 204 208
Other expenses 6,879 1,911 2,291 413 9,170 2,324
Total noninterest expenses 32,546 27,033 9,650 7,330 42,196 34,363
Income before income taxes 15,311 9,504 358 4,261 15,669 13,765
Income tax expense 3,347 1,906 143 923 3,490 2,829
Net income $11,964 $7,598 $215 $3,338 $12,179 $10,936
Supplemental Information:
Total assets at period end $6,525,532 $7,190,644 $60,483 $58,480 $6,586,015 $7,249,124
Expenditures for long-lived assets 87 556 1 70 88 626
Depreciation expense (1) 808 892 86 109 894 1,001

(1)Included in net occupancy and equipment expenses in the table above.

For the three months ended March 31, 2025, noninterest income for the Commercial Banking segment included a $7.0 million net gain associated with sales-leaseback transactions that were completed for five branch locations. See additional disclosure regarding the sale-leaseback transactions in Note 6.

Also, for the three months ended March 31, 2025, total other expenses included a $6.4 million pension plan settlement charge, of which $4.9 million was included in the Commercial Banking segment and $1.5 million was included in the Wealth Management Services segment. See additional disclosure regarding the pension plan settlement charge in Note 13.

For the three months ended March 31, 2024, noninterest income for the Wealth Management Services segment included income of $2.1 million associated with a litigation settlement.

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Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

Note 15 - Other Comprehensive Income (Loss)

The following table presents the activity in other comprehensive income (loss):

Three months ended March 31, 2025 2024
(Dollars in thousands) Pre-tax Amounts Income Tax Benefit (Expense) Net of Tax Pre-tax Amounts Income Tax Benefit (Expense) Net of Tax
Available for Sale Debt Securities:
Change in fair value of available for sale debt securities $16,896 ($4,266) $12,630 ($14,748) $3,760 ($10,988)
Cash Flow Hedges:
Change in fair value of cash flow hedges (1,130) 286 (844) 2,656 (677) 1,979
Net cash flow hedge losses reclassified into earnings 1,923 (486) 1,437 1,645 (419) 1,226
Net change in fair value of cash flow hedges 793 (200) 593 4,301 (1,096) 3,205
Defined Benefit Plan Obligations:
Defined benefit plan obligation remeasurement 2,665 (728) 1,937
Pension plan settlement charge reclassified into earnings 6,436 (1,625) 4,811
Amortization of net actuarial losses into earnings 29 (8) 21 31 (8) 23
Net change in defined benefit plan obligations 9,130 (2,361) 6,769 31 (8) 23
Total other comprehensive income (loss) $26,819 ($6,827) $19,992 ($10,416) $2,656 ($7,760)

The following table presents the changes in AOCL by component, net of tax:

(Dollars in thousands) Net Unrealized Losses on Available For Sale Debt Securities Net Unrealized Losses on Cash Flow Hedges Net Unrealized Losses on Defined Benefit Plan Obligations Total
For the three months ended March 31, 2025
Balance at December 31, 2024 ($102,439) ($7,938) ($8,794) ($119,171)
Other comprehensive income (loss) before reclassifications 12,630 (844) 1,937 13,723
Amounts reclassified from AOCL 1,437 4,832 6,269
Net other comprehensive income 12,630 593 6,769 19,992
Balance at March 31, 2025 ($89,809) ($7,345) ($2,025) ($99,179)
(Dollars in thousands) Net Unrealized Losses on Available For Sale Debt Securities Net Unrealized Losses on Cash Flow Hedges Net Unrealized Losses on Defined Benefit Plan Obligations Total
--- --- --- --- ---
For the three months ended March 31, 2024
Balance at December 31, 2023 ($116,591) ($15,619) ($8,943) ($141,153)
Other comprehensive (loss) income before reclassifications (10,988) 1,979 (9,009)
Amounts reclassified from AOCL 1,226 23 1,249
Net other comprehensive (loss) income (10,988) 3,205 23 (7,760)
Balance at March 31, 2024 ($127,579) ($12,414) ($8,920) ($148,913)

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Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

Note 16 - Earnings per Common Share

The following table presents the calculation of EPS:

(Dollars and shares in thousands, except per share amounts)
Three months ended March 31, 2025 2024
Earnings for basic and diluted EPS calculations:
Net income $12,179 $10,936
Less: dividends and undistributed earnings allocated to participating securities (12)
Net income available to common shareholders $12,179 $10,924
Shares for basic and diluted EPS calculations:
Weighted average common shares outstanding for basic EPS 19,276 17,033
Dilutive effect of common stock equivalents 94 41
Weighted average common and potential common shares outstanding for diluted EPS 19,370 17,074
EPS:
Basic earnings per common share $0.63 $0.64
Diluted earnings per common share $0.63 $0.64
Awards excluded from the calculation of diluted EPS:
Weighted average anti-dilutive common stock equivalents (1) 388 464

(1)For the three months ended 2025 and 2024, weighted average anti-dilutive common stock equivalents represent share-based compensation awards not included in the calculation of common shares outstanding for purposes of calculating diluted EPS as the grant prices were greater than the average market price of Bancorp’s common stock, and therefore were anti-dilutive.

Note 17 - Commitments and Contingencies

Financial Instruments with Off-Balance Sheet Risk

The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to manage the Corporation’s exposure to fluctuations in interest rates.  These financial instruments include commitments to extend credit and standby letters of credit, as well as derivative financial instruments, such as mortgage loan commitments, loan related derivative contracts and interest rate risk management contracts.  These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the Unaudited Consolidated Balance Sheets.  The contract or notional amounts of these instruments reflect the extent of involvement the Corporation has in particular classes of financial instruments. See Note 7 for additional disclosure pertaining to derivative financial instruments.

Financial Instruments Whose Contract Amounts Represent Credit Risk (Unfunded Commitments)

Commitments to Extend Credit

Commitments to extend credit are agreements to lend to a customer as long as there are no violations of any condition established in the contract.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Since some of the commitments are expected to expire without being drawn upon, total commitment amounts do not necessarily represent future cash requirements.  Each borrower’s creditworthiness is evaluated on a case-by-case basis.  The amount of collateral obtained is based on management’s credit evaluation of the borrower.

Standby Letters of Credit

Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. These standby letters of credit are primarily issued to support the financing needs of the Bank’s commercial customers. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loan facilities to customers. The collateral supporting those commitments is essentially the same as for other commitments. Most standby letters of credit extend for one year. At March 31, 2025 and December 31, 2024, there were no liabilities to beneficiaries resulting from standby letters of credit. Should the Corporation be required to make payments to the beneficiary, repayment from the customer to the Corporation is required.

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Condensed Notes to Unaudited Consolidated Financial Statements – (continued)

The following table presents the contractual and notional amounts of financial instruments with off-balance sheet risk:

(Dollars in thousands) March 31,<br>2025 December 31,<br>2024
Financial instruments whose contract amounts represent credit risk:
Commitments to extend credit $957,935 $968,858
Standby letters of credit 12,750 12,455

ACL on Unfunded Commitments

The ACL on unfunded commitments is management’s estimate of expected lifetime credit losses over the expected contractual term in which the Corporation is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Corporation.

The activity in the ACL on unfunded commitments for the three months ended March 31, 2025 is presented below:

(Dollars in thousands) Commercial Consumer
CRE C&I Total Commercial Residential Real Estate Home Equity Other Total Consumer Total
Beginning Balance $822 $589 $1,411 $18 $— $11 $11 $1,440
Provision (128) (71) (199) (1) (200)
Ending Balance $694 $518 $1,212 $17 $— $11 $11 $1,240

The activity in the ACL on unfunded commitments for the three months ended March 31, 2024 is presented below:

(Dollars in thousands) Commercial Consumer
CRE C&I Total Commercial Residential Real Estate Home Equity Other Total Consumer Total
Beginning Balance $1,091 $822 $1,913 $15 $— $12 $12 $1,940
Provision (148) (51) (199) (1) (1) (200)
Ending Balance $943 $771 $1,714 $15 $— $11 $11 $1,740

Other Contingencies

Litigation

The Corporation is involved in various claims and legal proceedings arising out of the ordinary course of business. Management is of the opinion, based on its review with counsel of the development of such matters to date, that the ultimate disposition of such matters will not materially affect the consolidated balance sheets or statements of income of the Corporation.

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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 months ended March 31, 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 recently imposed tariffs by the U.S. Administration and foreign governments, 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.

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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.

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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 ended March 31, 2025 2024
Adjusted Noninterest Income:
Noninterest income, as reported 22,643 17,163
Less adjustments:
Gain on sale of bank-owned properties, net 6,994
Litigation settlement income 2,100
Total adjustments, pre-tax 6,994 2,100
Adjusted noninterest income (non-GAAP) 15,649 15,063
Adjusted Noninterest Expense:
Noninterest expense, as reported 42,196 34,363
Less adjustments:
Pension plan settlement charge 6,436
Total adjustments, pre-tax 6,436
Adjusted noninterest expense (non-GAAP) 35,760 34,363
Adjusted Income Before Income Taxes:
Income before income taxes 15,669 13,765
Less: total adjustments, pre-tax 558 2,100
Adjusted income before income taxes (non-GAAP) 15,111 11,665
Adjusted Income Tax Expense:
Income tax expense, as reported 3,490 2,829
Less: tax on total adjustments 141 530
Adjusted income tax expense (non-GAAP) 3,349 2,299
Adjusted Effective Tax Rate:
Effective tax rate (1) 22.3 20.6
Less: impact of total adjustments 0.1 0.9
Adjusted effective tax rate (non-GAAP) (2) 22.2 19.7
Adjusted Net Income:
Net income, as reported 12,179 10,936
Less: total adjustments, after-tax 417 1,570
Adjusted net income (non-GAAP) 11,762 9,366
Adjusted Net Income Available to Common Shareholders:
Net income available to common shareholders, as reported 12,179 10,924
Less: total adjustments available to common shareholders, after-tax 417 1,568
Adjusted net income available to common shareholders (non-GAAP) 11,762 9,356

All values are in US Dollars.

(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.

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Management's Discussion and Analysis

The following table presents adjusted diluted earnings per common share:

(Dollars in thousands, except per share amounts)
Three months ended March 31, 2025 2024
Adjusted Diluted Earnings per Common Share:
Diluted earnings per common share, as reported (1) $0.63 $0.64
Less: impact of total adjustments 0.02 0.09
Adjusted diluted earnings per common share (non-GAAP) (2) $0.61 $0.55

(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 ended March 31, 2025 2024
Adjusted Return on Average Assets (1):
Net income, as reported 12,179 10,936
Less: total adjustments, after-tax 417 1,570
Adjusted net income (non-GAAP) 11,762 9,366
Total average assets, as reported 6,765,057 7,231,835
Return on average assets (2) 0.73 0.61
Adjusted return on average assets (non-GAAP) (3) 0.71 0.52
Adjusted Return on Average Equity (1):
Net income available to common shareholders, as reported 12,179 10,924
Less: total adjustments, after-tax 417 1,568
Adjusted net income available to common shareholders (non-GAAP) 11,762 9,356
Total average equity, as reported 513,048 471,096
Return on average equity (4) 9.63 9.33
Adjusted return on average equity (non-GAAP) (5) 9.30 7.99

All values are in US Dollars.

(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 expenses include salaries and employee benefit costs, outsourced services provided by third-party vendors, occupancy and facility-related costs, and other administrative expenses.

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Management's Discussion and Analysis

We continue to leverage our strong regional brand to build market share and remain steadfast in our commitment to provide superior service. We believe the key to future growth is providing customers with convenient in-person service and digital banking solutions.

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 17 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.

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

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Management's Discussion and Analysis

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.

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Management's Discussion and Analysis

Results of Operations

Summary

The following table presents a summarized consolidated statement of operations:

(Dollars in thousands)
Change
Three months ended March 31, 2025 2024 $ %
Net interest income $36,422 $31,665 $4,757 15 %
Noninterest income 22,643 17,163 5,480 32
Total revenues 59,065 48,828 10,237 21
Provision for credit losses 1,200 700 500 71
Noninterest expense 42,196 34,363 7,833 23
Income before income taxes 15,669 13,765 1,904 14
Income tax expense 3,490 2,829 661 23
Net income $12,179 $10,936 $1,243 11 %
Adjusted net income (non-GAAP) $11,762 $9,366 $2,396 26 %

Net income totaled $12.2 million for the three months ended March 31, 2025, compared to $10.9 million reported for the same period in 2024. These results included the following:

•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 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 months ended March 31, 2025 was $11.8 million, compared to $9.4 million for the same period in 2024, up by $2.4 million, or 26%. This increase was driven by an increase in net interest income.

The following table presents a summary of performance metrics and ratios:

Three months ended March 31, 2025 2024
Diluted earnings per common share 0.63 0.64
Adjusted diluted earnings per common share (non-GAAP) 0.61 0.55
Return on average assets (net income divided by average assets) 0.73 0.61
Adjusted return on average assets (non-GAAP) 0.71 0.52
Return on average equity (net income available for common shareholders divided by average equity) 9.63 9.33
Adjusted return on average equity (non-GAAP) 9.30 7.99

All values are in US Dollars.

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Management's Discussion and Analysis

Average Balances / Net Interest Margin - Fully Taxable Equivalent Basis

The following table presents daily average balance, interest, and yield/rate information, as well as net interest margin on an FTE basis.  Tax-exempt income is converted to an FTE basis using the statutory federal income tax rate adjusted for applicable state income taxes net of the related federal tax benefit. Unrealized gains (losses) on available for sale securities, changes in fair value on mortgage loans held for sale, and basis adjustments associated with fair value hedges are excluded from the average balance and yield calculations. Nonaccrual loans, as well as interest recognized on these loans, are included in amounts presented for loans.

Three months ended March 31, 2025 2024 Change
(Dollars in thousands) Average Balance Average Balance Average Balance
Assets:
Cash, federal funds sold, and short-term investments 185,724 % 78,992 % 106,732 %)
Mortgage loans held for sale 105,253 15,452 89,801
Taxable debt securities 1,042,687 1,146,454 (103,767)
Nontaxable debt securities 650 650
Total securities 1,043,337 1,146,454 (103,117)
FHLB stock 43,491 53,858 (10,367)
Commercial real estate 2,138,301 2,140,887 (2,586)
Commercial & industrial 538,083 610,747 (72,664)
Total commercial 2,676,384 2,751,634 (75,250)
Residential real estate 2,120,452 2,592,769 (472,317)
Home equity 296,735 310,231 (13,496)
Other 17,349 19,112 (1,763)
Total consumer 314,084 329,343 (15,259)
Total loans 5,110,920 5,673,746 (562,826)
Total interest-earning assets 6,488,725 6,968,502 (479,777)
Noninterest-earning assets 276,332 263,333 12,999
Total assets 6,765,057 7,231,835 (466,778)
Liabilities and Shareholders’ Equity:
Interest-bearing demand deposits (in-market) 628,490 % 506,239 % 122,251 %)
NOW accounts 679,138 720,918 (41,780)
Money market accounts 1,232,042 1,107,591 124,451
Savings accounts 564,002 490,268 73,734
Time deposits (in-market) 1,204,779 1,149,442 55,337
Interest-bearing in-market deposits 4,308,451 3,974,458 333,993
Wholesale brokered time deposits 188,386 699,605 (511,219)
Total interest-bearing deposits 4,496,837 4,674,063 (177,226)
FHLB advances 959,889 1,239,945 (280,056)
Junior subordinated debentures 22,681 22,681
Total interest-bearing liabilities 5,479,407 5,936,689 (457,282)
Noninterest-bearing demand deposits 620,849 664,656 (43,807)
Other liabilities 151,753 159,394 (7,641)
Shareholders’ equity 513,048 471,096 41,952
Total liabilities and shareholders’ equity 6,765,057 7,231,835 (466,778)
Net interest income (FTE)
Interest rate spread % % %
Net interest margin % % %

All values are in US Dollars.

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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 March 31, 2025 2024 Change
Commercial loans $206 $223 ($17)
Nontaxable debt securities 1 1
Total $207 $223 ($16)

Net Interest Income

Net interest income, the primary source of our operating income, totaled $36.4 million for the three months ended March 31, 2025, compared to $31.7 million for the same period 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 includes the periodic recognition of prepayment penalty fee income associated with commercial loan payoffs. Prepayment penalty fee income amounted to $8 thousand and $20 thousand, respectively, in the three months ended March 31, 2025 and 2024, and had essentially no benefit to NIM in either period.

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. Changes in market interest rates affect the level of loan prepayments and the receipt of payments on mortgage-backed securities. Prepayment speeds generally increase as longer-term market interest rates decline and decrease as longer-term market interest rates rise. Changes in prepayment speeds could increase or decrease the level of net amortization of premiums and discounts, thereby affecting 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 $94 thousand for the three months ended March 31, 2025, compared to $265 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 months ended March 31, 2025 amounted to $36.6 million up by $4.7 million from the same period in 2024. For the three months ended March 31, 2025, decreases in average interest-bearing liability balances, net of decreases in average interest-earning assets, increased net income by $1.3 million. Decreases in funding costs outpaced decreases in asset yields, increasing net interest income by $3.4 million for the three months ended March 31, 2025. NIM was 2.29% for the three months ended March 31, 2025, compared to 1.84% for the same period in 2024.

Total average securities for the three months ended March 31, 2025 decreased by $103.1 million from the average balances for the same period a year earlier primarily due to routine pay-downs. The FTE rate of return on the securities portfolio for the three months ended March 31, 2025 was 3.43% compared to 2.49% for the same period in 2024.

Total average loan balances for the three months ended March 31, 2025 decreased by $562.8 million from the average loan balances for the comparable 2024 period, largely reflecting a decrease in average balances of residential real estate loans. The yield on total loans for the three months ended March 31, 2025 was 5.31% compared to 5.38% in the corresponding period in 2024.

FHLB advances and brokered time deposits are utilized as wholesale funding sources. The average balance of FHLB advances for the three months ended March 31, 2025 decreased by $280.1 million compared to the average balances for the same period in 2024. The average rate paid on such advances for the three months ended March 31, 2025 was 4.62%, down from 4.91% for the same period in 2024, reflecting lower short-term market interest rates. Included in total average interest-bearing deposits were wholesale brokered deposits, which decreased by $511.2 million from the same period in 2024. The

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Management's Discussion and Analysis

average rate paid on wholesale brokered deposits for the three months ended March 31, 2025 was 5.05% down from 5.22% for the same period in 2024.

Average in-market interest-bearing deposits, which excludes wholesale brokered deposits, for the three months ended March 31, 2025 increased by $334.0 million from the average balances for the same periods in 2024, largely reflecting increases in interest-bearing demand deposits and money market account balances. The average rate paid on in-market interest-bearing deposits for the three months ended March 31, 2025 was 2.77% down from 2.93% for the same period in 2024. The average balance of noninterest-bearing demand deposits for the three months ended March 31, 2025 decreased by $43.8 million from the average balances for the same period 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 March 31, 2025 vs. 2024
Change Due to
Volume Rate Net Change
Interest on Interest-Earning Assets:
Cash, federal funds sold, and other short-term investments $1,229 ($432) $797
Mortgage loans held for sale 865 (162) 703
Taxable debt securities (687) 2,418 1,731
Nontaxable debt securities 8 8
Total securities (679) 2,418 1,739
FHLB stock (226) 175 (51)
Commercial real estate (41) (3,825) (3,866)
Commercial & industrial (1,114) (904) (2,018)
Total commercial (1,155) (4,729) (5,884)
Residential real estate (5,090) 1,913 (3,177)
Home equity (223) 280 57
Other (21) 26 5
Total consumer (244) 306 62
Total loans (6,489) (2,510) (8,999)
Total interest income (5,300) (511) (5,811)
Interest on Interest-Bearing Liabilities:
Interest-bearing demand deposits (in-market) 1,239 (1,069) 170
NOW accounts (16) (16) (32)
Money market accounts 1,096 (1,485) (389)
Savings accounts 129 970 1,099
Time deposits (in-market) 541 (957) (416)
Interest-bearing in-market deposits 2,989 (2,557) 432
Wholesale brokered time deposits (6,377) (354) (6,731)
Total interest-bearing deposits (3,388) (2,911) (6,299)
FHLB advances (3,235) (957) (4,192)
Junior subordinated debentures (59) (59)
Total interest expense (6,623) (3,927) (10,550)
Net interest income (FTE) $1,323 $3,416 $4,739

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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)
Change
Three months ended March 31, 2025 2024 $ %
Provision for credit losses on loans $1,400 $900 $500 56 %
Provision for credit losses on unfunded commitments (200) (200) $—
Provision for credit losses $1,200 $700 $500 71 %

The provision for credit losses for the three months ended March 31, 2025 included the impact of losses on individually analyzed nonaccrual commercial loans and reflected our estimate of forecasted economic conditions.

The provision for credit losses recognized three months ended March 31, 2024 provided for loan growth and was reflective of continued slowdown of loan prepayment speeds and estimated forecasted economic conditions.

Net charge-offs totaled $2.3 million for the three months ended March 31, 2025, compared to net charge-offs of $52 thousand for the same period in 2024. See additional discussion under the caption “Asset Quality.”

The ACL on loans was $41.1 million, or 0.81% of total loans, at March 31, 2025, compared to $42.0 million, or 0.82% of total loans, at December 31, 2024.

Noninterest Income

Noninterest income is an important source of revenue for Washington Trust.  The principal categories of noninterest income are shown in the following table:

(Dollars in thousands)
Change
Three months ended March 31, 2025 2024 $ %
Noninterest income:
Wealth management revenues $9,891 $9,338 $553 6 %
Mortgage banking revenues 2,304 2,506 (202) (8)
Card interchange fees 1,509 1,145 364 32
Service charges on deposit accounts 744 685 59 9
Loan related derivative income 101 284 (183) (64)
Income from bank-owned life insurance 769 739 30 4
Gain on sale of bank-owned properties, net 6,994 6,994 100
Other income 331 2,466 (2,135) (87)
Total noninterest income $22,643 $17,163 $5,480 32 %
Adjusted noninterest income (non-GAAP) $15,649 $15,063 $586 4 %

Noninterest Income Analysis

Noninterest income amounted to $22.6 million for the three months ended March 31, 2025, compared $17.2 million for the same period in 2024. Noninterest income for the three months ended March 31, 2025 included the recognition of a $7.0 million net gain associated with sales-leaseback transactions. Included in other noninterest income in 2024 was income of $2.1 million associated with a litigation settlement. Excluding the impact of these transactions, adjusted noninterest income (non-GAAP) was $15.6 million for the three months ended March 31, 2025, compared to $15.1 million in the same period in 2024, up by $586 thousand, or 4%.

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Management's Discussion and Analysis

Wealth management services represent our largest source of non interest income. A substantial portion of wealth management revenues is dependent on the value of wealth management AUA and is closely tied to the performance of the financial markets. This portion of wealth management revenues is referred to as “asset-based” and includes trust and investment management fees. Wealth management revenues also include “transaction-based” revenues that are not primarily derived from the value of assets.

The categories of wealth management revenues are shown in the following table:

(Dollars in thousands)
Change
Three months ended March 31, 2025 2024 $ %
Wealth management revenues:
Asset-based revenues $9,769 $9,089 $680 7 %
Transaction-based revenues 122 249 (127) (51)
Total wealth management revenues $9,891 $9,338 $553 6 %

Wealth management revenues for the three months ended March 31, 2025 increased by $553 thousand, or 6%, from the same period in 2024, reflecting an increase in asset-based revenues. The change in asset-based revenues correlated with the change in average AUA balances. The average balance of AUA for the three months ended March 31, 2025 increased by 5% from the average balance for the same period in 2024.

The end of period AUA balance amounted to $6.8 billion at March 31, 2025, down by $259.4 million, or 4%, from December 31, 2024, including net investment depreciation that reflected financial market declines in March 2025. The following table presents the changes in wealth management AUA balances:

(Dollars in thousands)
Three months ended March 31, 2025 2024
Wealth management assets under administration:
Balance at the beginning of period $7,077,802 $6,588,406
Net investment (depreciation) appreciation & income (148,748) 364,244
Net client asset outflows (110,664) (94,328)
Balance at the end of period $6,818,390 $6,858,322

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:

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Management's Discussion and Analysis

(Dollars in thousands)
Change
Three months ended March 31, 2025 2024 $ %
Mortgage banking revenues:
Realized gains on loan sales, net (1) $1,575 $1,586 ($11) (1 %)
Changes in fair value, net (2) 133 324 (191) (59)
Loan servicing fee income, net (3) 596 596
Total mortgage banking revenues $2,304 $2,506 ($202) (8 %)
Loans sold to the secondary market (4) $75,499 $72,644 $2,855 4 %

(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 months ended March 31, 2025, mortgage banking revenues were down by $202 thousand, or 8%, compared to the same period in 2024. An increase in the volume of loans sold was offset by a decline in the sales yield. The decrease in mortgage banking revenues also included changes in the fair value on mortgage loans held for sale and forward loan commitments.

Card interchange fee income or the three months ended March 31, 2025 was up by $364 thousand, or 32%, from the same period in 2024 This included the receipt of a third-party contract incentive, as well as revenue generated from debit card transaction volume.

Loan related derivative income from interest rate swap contracts with commercial borrowers for the three months ended March 31, 2025, decreased by $183 thousand, or 64%, from the same period in 2024, reflecting a decline in volume.

Noninterest Expense

The following table presents noninterest expense comparisons:

(Dollars in thousands)
Change
Three months ended March 31, 2025 2024 $ %
Noninterest expense:
Salaries and employee benefits $22,422 $21,775 $647 3 %
Outsourced services 4,346 3,780 566 15
Net occupancy 2,741 2,561 180 7
Equipment 891 1,020 (129) (13)
Legal, audit, and professional fees 750 706 44 6
FDIC deposit insurance costs 1,262 1,441 (179) (12)
Advertising and promotion 410 548 (138) (25)
Amortization of intangibles 204 208 (4) (2)
Pension plan settlement charge 6,436 6,436 100
Other 2,734 2,324 410 18
Total noninterest expense $42,196 $34,363 $7,833 23 %
Adjusted noninterest expense (non-GAAP) $35,760 $34,363 $1,397 4 %

Noninterest Expense Analysis

Noninterest expense amounted to $42.2 million for the three months ended March 31, 2025, compared $34.4 million for the same period in 2024. Noninterest expense for the three months ended March 31, 2025 included a pre-tax non-cash pension

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Management's Discussion and Analysis

plan settlement charge of $6.4 million in connection with the termination of the Corporation's qualified pension plan. Excluding the impact of this transaction, adjusted noninterest expense (non-GAAP) was $35.8 million for the three months ended March 31, 2025, up by $1.4 million, or 4%, from the same period in 2024.

Salaries and employee benefits expense, the largest component of noninterest expense, for the three months ended March 31, 2025 increased by $647 thousand, or 3%, compared to the same period in 2024. Increases in compensation were partially offset by lower staffing levels.

Outsourced services expense for the three months ended March 31, 2025 increased by $566 thousand, or 15%, compared to the same period in the prior year. The increases reflected expansion of and volume-related changes to third-party vendor provided software-as-a-service.

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 ended March 31, 2025 2024
Income tax expense 3,490 2,829
Adjusted income tax expense (non-GAAP) 3,349 2,299
Effective income tax rate 22.3 20.6
Adjusted effective income tax rate (non-GAAP) 22.2 19.7
Blended statutory rate 25.3 25.5

All values are in US Dollars.

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 and a higher proportion of taxable income to pre-tax book income.

The Corporation’s net deferred tax assets are reported in other assets and amounted to $41.5 million at March 31, 2025, down from $63.0 million at December 31, 2024. This decrease included the realization of a deferred tax asset associated with the 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 Commercial Banking and Wealth Management Services. See Note 14 to the Unaudited Consolidated Financial Statements for additional disclosure related to business segments.

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Management's Discussion and Analysis

Commercial Banking

The following table presents a summarized statement of operations for the Commercial Banking business segment:

(Dollars in thousands)
Change
Three months ended March 31, 2025 2024 $ %
Net interest income $36,422 $31,665 $4,757 15 %
Provision for credit losses 1,200 700 500 71
Net interest income after provision for credit losses 35,222 30,965 4,257 14
Noninterest income 12,635 5,572 7,063 127
Noninterest expense 32,546 27,033 5,513 20
Income before income taxes 15,311 9,504 5,807 61
Income tax expense 3,347 1,906 1,441 76
Net income $11,964 $7,598 $4,366 57 %

Net interest income for the Commercial Banking segment for the three months ended March 31, 2025 increased by $4.8 million from the same period 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.

The provision for credit losses for the three months ended March 31, 2025 increased by $500 thousand from the same period in 2024. See additional discussion under the caption “Provision for Credit Losses” above.

Noninterest income derived from the Commercial Banking segment for the three months ended March 31, 2025 was up by $7.1 million from the comparable period in 2024, largely due a first quarter 2025 net gain of $7.0 million associated with sales-leaseback transactions that were completed for five branch locations.. See additional discussion under the caption “Noninterest Income” above.

Commercial Banking noninterest expenses for the three months ended March 31, 2025 were up by $5.5 million from the same period in 2024. Approximately $4.9 million of the total pension plan settlement charge of $6.4 million that was recognized in the first quarter of 2025 was allocated to the Commercial Banking segment. The remaining increase in Commercial Banking noninterest expenses reflected increases in salaries and employee benefits expense and outsourced services. 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)
Change
Three months ended March 31, 2025 2024 $ %
Net interest income $— $— $— %
Noninterest income 10,008 11,591 (1,583) (14)
Noninterest expense 9,650 7,330 2,320 32
Income before income taxes 358 4,261 (3,903) (92)
Income tax expense 143 923 (780) (85)
Net income $215 $3,338 ($3,123) (94 %)

For the three months ended March 31, 2025, noninterest income derived from the Wealth Management Services segment decreased by $1.6 million from the same period in 2024. Included in noninterest income in 2024 was income of $2.1 million associated with a litigation settlement. Excluding this item, Wealth Management noninterest income increased by $517 thousand, largely reflecting an increase in asset-based revenues. See further discussion under the caption “Noninterest Income” above.

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Management's Discussion and Analysis

For the three months ended March 31, 2025, noninterest expenses for the Wealth Management Services segment increased by $2.3 million from the comparable period in 2024. Approximately $1.5 million of the total pension plan settlement charge of $6.4 million that was recognized in the first quarter of 2025 was allocated to the Wealth Management Services segment. The remaining increase in Wealth Management Services noninterest expenses included increases in salaries and employee benefits expense and outsourced services expense. See additional discussion under the caption “Noninterest Expense” above.

Financial Condition

Summary

The following table presents selected financial condition data:

(Dollars in thousands) Change
March 31,<br>2025 December 31,<br>2024 $ %
Mortgage loans held for sale, lower of cost or market $— $281,706 ($281,706) (100 %)
Available for sale debt securities 917,545 916,305 1,240
Total loans 5,096,210 5,137,838 (41,628) (1)
Allowance for credit losses on loans 41,056 41,960 (904) (2)
Total assets 6,586,015 6,930,647 (344,632) (5)
Total deposits 5,040,581 5,115,800 (75,219) (1)
FHLB advances 850,000 1,125,000 (275,000) (24)
Total shareholders’ equity 521,680 499,728 21,952 4

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 and wholesale brokered time deposits in the first quarter of 2025.

Securities

Investment security activity is monitored by the Investment Committee, the members of which also sit on the ALCO.  Asset and liability management objectives are the primary influence on the Corporation’s investment activities.  However, the Corporation also recognizes that there are certain specific risks inherent in investment activities.  The securities portfolio is managed in accordance with regulatory guidelines and established internal corporate investment policies that provide limitations on specific risk factors such as market risk, credit risk and concentration, liquidity risk, and operational risk to help monitor risks associated with investing in securities.  Reports on the activities conducted by the Investment Committee and the ALCO are presented to the Board of Directors on a regular basis.

The Corporation’s securities portfolio is managed to generate interest income, to implement interest rate risk management strategies, and to provide a readily available source of liquidity for balance sheet management. Securities are designated as either available for sale, held to maturity or trading at the time of purchase. The Corporation does not maintain a portfolio of trading securities and does not have securities designated as held to maturity. Securities available for sale may be sold in response to changes in market conditions, prepayment risk, rate fluctuations, liquidity, or capital requirements. Debt securities available for sale are reported at fair value, with any unrealized gains and losses excluded from earnings and reported as a separate component of shareholders’ equity, net of tax, until realized.

Determination of Fair Value

The Corporation uses an independent pricing service to obtain quoted prices. The prices provided by the independent pricing service are generally based on observable market data in active markets. The determination of whether markets are active or inactive is based upon the level of trading activity for a particular security class. Management reviews the independent pricing service’s documentation to gain an understanding of the appropriateness of the pricing methodologies. Management also reviews the prices provided by the independent pricing service for reasonableness based upon current trading levels for similar securities. If the prices appear unusual, they are re-examined and the value is either confirmed or revised. In addition, management periodically performs independent price tests of securities to ensure proper valuation and to verify our

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Management's Discussion and Analysis

understanding of how securities are priced. As of March 31, 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.

See Notes 3 and 8 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) March 31, 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 $39,252 4 % $38,612 4 %
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises 855,560 94 855,147 94
Obligations of states and political subdivisions 642 655
Individual name issuer trust preferred debt securities 9,249 1 9,221 1
Corporate bonds 12,842 1 12,670 1
Total available for sale debt securities $917,545 100 % $916,305 100 %

The securities portfolio represented 14% of total assets at March 31, 2025, compared to 13% of total assets at December 31, 2024. The largest component of the securities portfolio is mortgage-backed securities, all of which are issued by U.S. government agencies or U.S. government-sponsored enterprises.

The securities portfolio increased by $1.2 million, or 0.1%, from the end of 2024. This included an increase of $16.9 million (pre-tax) in the fair value of available for sale securities, partially offset by $15.4 million of routine pay-downs on mortgage-backed securities.

As of March 31, 2025, the carrying amount of available for sale debt securities included net unrealized losses of $116.4 million, compared to net unrealized losses of $133.3 million as of December 31, 2024. 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

Total loans amounted to $5.1 billion at March 31, 2025, down by $41.6 million, or 1%, from the end of 2024.

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Management's Discussion and Analysis

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

(Dollars in thousands) March 31, 2025 December 31, 2024
Amount % of Total Amount % of Total
Commercial:
Commercial real estate $2,134,107 42 % $2,154,504 42 %
Commercial & industrial 535,030 10 542,474 10
Total commercial 2,669,137 52 2,696,978 52
Residential Real Estate:
Residential real estate (1) 2,113,307 41 2,126,171 41
Consumer:
Home equity 296,563 6 297,119 6
Other 17,203 1 17,570 1
Total consumer 313,766 7 314,689 7
Total loans $5,096,210 100 % $5,137,838 100 %

(1)Includes negative basis adjustments associated with fair value hedges of $699 thousand and $1.5 million, respectively, at March 31, 2025 and December 31, 2024. See Note 7 to the Unaudited Consolidated Financial Statements for additional disclosure.

Commercial Loans

The commercial loan portfolio represented 52% of total loans at both March 31, 2025 and 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 $673.5 million and $685.7 million, respectively, at March 31, 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 $2.1 billion at March 31, 2025, down by $20.4 million, or 1%, from the balance at December 31, 2024.

In the first three months of 2025, CRE advances and originations amounted to $43.8 million and were more than offset by payments.

Construction and development loans included in the CRE loan portfolio amounted to $105.3 million and $102.2 million, respectively, as of March 31, 2025 and December 31, 2024.

Shared national credit balances outstanding included in the CRE loan portfolio at March 31, 2025 and December 31, 2024, totaled $85.2 million and $84.7 million, respectively. At March 31, 2025 and December 31, 2024, balances of $63.8 million

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Management's Discussion and Analysis

and $63.7 million, respectively, were included in the pass-rated category of commercial loan credit quality and balances of $21.4 million and $21.0 million, respectively, were 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) March 31, 2025 December 31, 2024
Outstanding Balance % of Total Outstanding Balance % of Total
Connecticut $840,620 39 % $839,079 39 %
Massachusetts 633,123 30 663,026 31
Rhode Island 439,382 21 434,244 20
Subtotal 1,913,125 90 1,936,349 90
All other states 220,982 10 218,155 10
Total $2,134,107 100 % $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) March 31, 2025 December 31, 2024
Outstanding Balance (1) Outstanding Balance (1)
CRE Portfolio Segmentation:
Multi-family 580,191 % 567,243 %
Retail 422,039 433,146
Industrial and warehouse 361,910 358,425
Office 275,787 289,853
Hospitality 221,921 213,585
Healthcare facility 191,546 205,858
Mixed-use 22,281 29,023
Other 58,432 57,371
Total CRE loans 2,134,107 % 2,154,504 %
Average CRE loan size (2) 5,131 5,255
Largest individual CRE loan outstanding 65,489 65,482

All values are in US Dollars.

(1)Does not include unfunded commitments of $138.9 million and $168.3 million, respectively, as of March 31, 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 $580.2 million as of March 31, 2025, representing 11% of total loans and 27% 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 March 31, 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 March 31, 2025.

There continues to be heightened focus in the banking industry on the CRE office sector, given the continuation of remote work and elevated vacancies across the office market. As of March 31, 2025, Washington Trust’s CRE office loan segment totaled $275.8 million, or 5% of total loans and 13% 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 - Connecticut, Massachusetts, and Rhode Island. Furthermore, approximately 67% of the CRE office segment balance of $275.8 million is secured by properties located in suburban areas. As of March 31, 2025, 100% of the CRE office segment was current with respect to payment terms, and 97% of the CRE office segment was on accruing status. Additionally, the credit quality of the CRE office loan segment was 84% pass-rated, 3% special mention-rated, and 13%

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Management's Discussion and Analysis

classified as of March 31, 2025.

Commercial and Industrial Loans

C&I loans amounted to $535.0 million at March 31, 2025, down by $7.4 million, or 1%, from the balance at December 31, 2024.

In the first three months of 2025, C&I originations, advances and line utilization amounted to $14.0 million and were more than offset by payments.

Shared national credit balances outstanding included in the C&I loan portfolio totaled $95.1 million and $71.0 million, respectively, at March 31, 2025 and December 31, 2024. All of these loans were included in the pass-rated category of commercial loan credit quality and were current with respect to contractual payment terms at both dates.

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) March 31, 2025 December 31, 2024
Outstanding Balance (1) Outstanding Balance (1)
C&I Portfolio Segmentation:
Healthcare and social assistance 120,963 % 126,547 %
Real estate rental and leasing 61,208 63,992
Transportation and warehousing 53,849 55,784
Retail trade 52,928 41,132
Educational services 49,432 47,092
Manufacturing 22,741 32,140
Information 22,088 22,265
Finance and insurance 19,735 26,557
Arts, entertainment, and recreation 19,600 19,861
Accommodation and food services 14,958 12,368
Professional, scientific, and technical services 11,043 10,845
Public administration 2,152 2,186
Other 84,333 81,705
Total C&I loans 535,030 % 542,474 %
Average C&I loan size (2) 779 798
Largest individual C&I loan outstanding 25,119 25,333

All values are in US Dollars.

(1)Does not include unfunded commitments of $290.7 million and $307.9 million, respectively, as of March 31, 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 $121.0 million as of March 31, 2025, representing 2% of total loans and 23% of the total C&I portfolio. This segment includes specialty medical practices, elder services, and community and mental health centers. At March 31, 2025, the credit quality of the healthcare and social assistance segment was 86% pass-rated and 14% was special mention. Also, there were no nonaccrual loans and all loans were current with respect to payment terms at March 31, 2025.

Residential Real Estate Loans

The residential real estate loan portfolio represented 41% of total loans at both March 31, 2025 and December 31, 2024.

Residential real estate loans amounted to $2.1 billion at March 31, 2025, down by $12.9 million, or 1%, from the balance at December 31, 2024.

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Management's Discussion and Analysis

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

(Dollars in thousands) March 31, 2025 December 31, 2024
Amount % of Total Amount % of Total
Massachusetts $1,508,640 71 % $1,530,847 72 %
Rhode Island 455,372 22 443,237 21
Connecticut 126,336 6 128,933 6
Subtotal 2,090,348 99 2,103,017 99
All other states 22,959 1 23,154 1
Total (1) $2,113,307 100 % $2,126,171 100 %

(1)Includes residential mortgage loans purchased from and serviced by other financial institutions totaling $44.1 million and $46.8 million, respectively, as of March 31, 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 ended March 31, 2025 2024
Amount % of Total Amount % of Total
Originations for retention in portfolio (1) $27,662 27 % $24,474 24 %
Originations for sale to the secondary market (2) 75,519 73 78,098 76
Total $103,181 100 % $102,572 100 %

(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 ended March 31, 2025 2024
Amount % of Total Amount % of Total
Loans sold with servicing rights retained $16,819 22 % $24,057 33 %
Loans sold with servicing rights released (1) 58,680 78 48,587 67
Total $75,499 100 % $72,644 100 %

(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 $7.5 million and $7.7 million, respectively, as of March 31, 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 March 31, 2025 and December 31, 2024.

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Management's Discussion and Analysis

Consumer Loans

The consumer loan portfolio represented 7% of total loans at both March 31, 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 March 31, 2025. Our home equity line and home equity loan origination activities are conducted primarily in southern New England. The Bank estimates that approximately 45% of the combined home equity lines of credit and home equity loan balances are first lien positions or subordinate to other Washington Trust mortgages.

The consumer loan portfolio totaled $313.8 million at March 31, 2025, down by $923 thousand, or 0.3%, from December 31, 2024, largely reflecting a decrease in home equity lines.

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) March 31,2025 December 31,2024
Commercial:
Commercial real estate 7,605 10,053
Commercial & industrial 1,140 515
Total commercial 8,745 10,568
Residential Real Estate:
Residential real estate 11,102 10,767
Consumer:
Home equity 1,779 1,972
Other
Total consumer 1,779 1,972
Total nonaccrual loans 21,626 23,307
OREO, net
Total nonperforming assets 21,626 23,307
Nonperforming assets to total assets 0.33 0.34
Nonperforming loans to total loans 0.42 0.45
Total past due loans to total loans 0.20 0.23
Allowance for credit losses on loans to total loans 0.81 0.82
Allowance for credit losses on loans to nonaccrual loans 189.85 180.03
Accruing loans 90 days or more past due

All values are in US Dollars.

Nonaccrual Loans

During the three months ended March 31, 2025, the Corporation made no changes in its practices or policies concerning the placement of loans into nonaccrual status.

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Management's Discussion and Analysis

The following table presents the activity in nonaccrual loans:

(Dollars in thousands)
For the three months ended March 31, 2025 2024
Balance at beginning of period $23,307 $44,618
Additions to nonaccrual status 2,142 431
Loans returned to accruing status (4) (13,764)
Loans charged-off (2,522) (70)
Loans transferred to other real estate owned
Payments, payoffs, and other changes (1,297) (505)
Balance at end of period $21,626 $30,710

The following table presents additional detail on nonaccrual loans:

(Dollars in thousands) March 31, 2025 December 31, 2024
Days Past Due Days Past Due
Current 30-89 90 or More Total Nonaccrual % (1) Current 30-89 90 or More Total Nonaccrual % (1)
Commercial:
Commercial real estate $7,605 $— $— $7,605 0.36 % $10,053 $— $— $10,053 0.47 %
Commercial & industrial 334 806 1,140 0.21 515 515 0.09
Total commercial 7,605 334 806 8,745 0.33 10,053 515 10,568 0.39
Residential Real Estate:
Residential real estate 5,860 4,037 1,205 11,102 0.53 5,975 2,419 2,373 10,767 0.51
Consumer:
Home equity 808 348 623 1,779 0.60 832 233 907 1,972 0.66
Other
Total consumer 808 348 623 1,779 0.57 832 233 907 1,972 0.63
Total nonaccrual loans $14,273 $4,719 $2,634 $21,626 0.42 % $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.

There were no significant commitments to lend additional funds to borrowers whose loans were on nonaccrual status at March 31, 2025.

As of March 31, 2025, the composition of nonaccrual loans was 60% residential and consumer and 40% commercial. This compared to 55% residential and consumer and 45% commercial as of December 31, 2024.

Nonaccrual loans at March 31, 2025 totaled $21.6 million, down by $1.7 million from the end of 2024. This reflected a decline in nonaccrual commercial real estate loans of $2.4 million due to the recognition of a partial charge-off on one CRE office segment loan discussed further below.

As of March 31, 2025, the balance of nonaccrual commercial real estate loans consisted of two individually analyzed collateral dependent loans secured by office properties in our primary lending area of southern New England. Both of these loans are current with respect to payment terms at March 31, 2025. One loan, which was previously modified as a TLM in 2023, had a carrying value of $4.3 million at March 31, 2025. Based on the estimated fair value of the collateral less costs to sell, a partial charge-off of $2.4 million was recognized on this loan in the first quarter of 2025 and no additional specific reserves were deemed necessary at March 31, 2025. The second loan, which was previously modified as a TLM in 2024, had a carrying value of $3.3 million at March 31, 2025. Based on the estimated fair value of the collateral less estimated costs to sell, specific reserves of $423 thousand on this loan were deemed necessary at March 31, 2025.

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Management's Discussion and Analysis

Nonaccrual residential real estate mortgage loans amounted to $11.1 million at March 31, 2025, up by $335 thousand from the end of 2024. As of March 31, 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 March 31, 2025 were two loans purchased for portfolio and serviced by others amounting to $524 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) March 31, 2025 December 31, 2024
Amount % (1) Amount % (1)
Commercial:
Commercial real estate $— % $— %
Commercial & industrial 1,146 0.21 900 0.17
Total commercial 1,146 0.04 900 0.03
Residential Real Estate:
Residential real estate 6,439 0.30 7,741 0.36
Consumer:
Home equity 2,578 0.87 2,947 0.99
Other 32 0.19 394 2.24
Total consumer 2,610 0.83 3,341 1.06
Total past due loans $10,195 0.20 % $11,982 0.23 %

(1)Percentage of past due loans to the total loans outstanding within the respective loan class.

The composition of past due loans (loans past due 30 days or more) was 89% residential and consumer and 11% commercial as of March 31, 2025, compared to 92% residential and consumer and 8% commercial as of December 31, 2024.

Total past due loans decreased by $1.8 million from the end of 2024, reflecting a decline in past due residential mortgage loans.

Total past due loans included $7.4 million of nonaccrual loans as of March 31, 2025, compared to $6.4 million as of December 31, 2024.

All loans 90 days or more past due at March 31, 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 March 31, 2025 and other loans for which known information about possible credit problems of the related borrowers causes management to have doubts as to the ability of such borrowers to comply with the present loan repayment terms and which may result in disclosure of such loans as nonperforming at some time in the future. Potential problem loans are not included in the amounts of nonaccrual 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 $27.8 million in potential problem loans at March 31, 2025, compared to $28.2 million at December 31, 2024. As of March 31, 2025, the balance of potential problem loans largely consisted of two CRE loans secured by office properties in Massachusetts. At March 31, 2025, these loans were current with respect to payment terms.

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Management's Discussion and Analysis

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 months ended March 31, 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:

(Dollars in thousands) March 31, 2025 December 31, 2024
Loans Related Allowance Allowance / Loans Loans Related Allowance Allowance / Loans
Individually analyzed loans $16,194 $736 4.54 % $16,591 $1,543 9.30 %
Pooled (collectively evaluated) loans (1) 5,080,715 40,320 0.79 5,122,728 40,417 0.79
Total $5,096,909 $41,056 0.81 % $5,139,319 $41,960 0.82 %

(1)The amount reported for pooled loans excludes negative basis adjustments associated with fair value hedges of $699 thousand and $1.5 million, respectively, at March 31, 2025 and December 31, 2024. See Note 7 to the Unaudited Consolidated Financial Statements for additional disclosure.

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 ACL on loans amounted to $41.1 million at March 31, 2025, down by $904 thousand, or 2%, 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 0.81% at March 31, 2025, compared to 0.82% at December 31, 2024.

The Corporation recorded a provision for credit losses on loans of $1.4 million for the three months ended March 31, 2025. The provision for credit losses for the three months ended March 31, 2025 included the impact of losses on individually analyzed nonaccrual commercial loans and reflected our estimate of forecasted economic conditions.

Net charge-offs totaled $2.3 million for the three months ended March 31, 2025, compared to $52 thousand for the same period in 2024. The increase in net charge-offs was primarily due to partial charge-off on one CRE office segment loan discussed above under the caption “Nonaccrual Loans.”

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.

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Management's Discussion and Analysis

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) March 31, 2025 December 31, 2024
Allocated ACL ACL to Loans Loans to Total Portfolio (1) Allocated ACL ACL to Loans Loans to Total Portfolio (1)
Commercial:
Commercial real estate $25,207 1.18 % 42 % $26,485 1.23 % 42 %
Commercial & industrial 7,656 1.43 10 7,277 1.34 10
Total commercial 32,863 1.23 52 33,762 1.25 52
Residential Real Estate:
Residential real estate 6,776 0.32 41 6,832 0.32 41
Consumer:
Home equity 1,057 0.36 6 1,031 0.35 6
Other 360 2.09 1 335 1.91 1
Total consumer 1,417 0.45 7 1,366 0.43 7
Total ACL on loans at end of period $41,056 0.81 % 100 % $41,960 0.82 % 100 %

(1)Percentage of loans outstanding in respective class to total loans outstanding.

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) March 31, 2025 December 31, 2024 Change in Balance
Amount % of Total Amount % of Total $ %
Noninterest-bearing demand deposits $625,590 12 % $661,776 13 % ($36,186) (5 %)
Interest-bearing demand deposits 654,599 13 592,904 12 61,695 10
NOW accounts 686,666 14 692,812 14 (6,146) (1)
Money market accounts 1,202,703 24 1,154,745 23 47,958 4
Savings accounts 630,413 13 523,915 10 106,498 20
Time deposits (in-market) 1,213,382 23 1,192,110 22 21,272 2
Total in-market deposits (1) 5,013,353 99 4,818,262 94 195,091 4
Wholesale brokered time deposits 27,228 1 297,538 6 (270,310) (91)
Total deposits $5,040,581 100 % $5,115,800 100 % ($75,219) (1 %)

(1)    As of March 31, 2025, in-market deposits were approximately 60% retail and 40% commercial and the average size was approximately $38 thousand.

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Management's Discussion and Analysis

Total deposits amounted to $5.0 billion at March 31, 2025, down by $75.2 million, or 1%, from December 31, 2024, driven by a decline in wholesale brokered time deposits of $270.3 million, or 91%. 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 $195.1 million, or 4%, from the balance at December 31, 2024, largely due to increases in high-rate savings account balances. Growing deposits continues to be highly competitive in our market area and demand for higher-cost deposit products is intense. Washington Trust has made recent investments in technology to enhance our customers’ experience and we remain focused on maintaining and growing depositor relationships.

The following table presents a summary of the Bank’s uninsured deposits:

(Dollars in thousands) March 31, 2025 December 31, 2024
Balance % of Total Deposits Balance % of Total Deposits
Uninsured Deposits:
Uninsured deposits (1) $1,378,312 27 % $1,363,689 27 %
Less: affiliate deposits (2) 96,644 2 94,740 2
Uninsured deposits, excluding affiliate deposits 1,281,668 25 1,268,949 25
Less: fully-collateralized preferred deposits (3) 195,771 3 197,638 4
Uninsured deposits, after exclusions $1,085,897 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 $850.0 million at March 31, 2025, down by $275.0 million, or 24%, from the balance at the end of 2024. For additional information regarding FHLB advances see Note 10 to the Unaudited Consolidated Financial Statements.

Both FHLB and wholesale brokered time deposits decreased for the three months ended March 31, 2025, reflecting increases in in-market deposits and the redeployment of cash resulting from the previously disclosed balance sheet repositioning transactions.

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 73% of total average assets in the three months ended March 31, 2025.  While the generally preferred funding strategy is to attract and retain low-cost deposits, the ability to do so is affected by competitive interest rates and terms in the marketplace.  Other sources of funding include discretionary use of purchased liabilities (e.g., FHLB term advances and brokered deposits), cash flows from the investment securities portfolio, and loan repayments.  Securities designated as available for sale may also be sold in response to short-term or long-term liquidity needs, although management has no intention to do so at this time.

The Corporation has a detailed liquidity funding policy and a contingency funding plan that provide for the prompt and comprehensive response to unexpected demands for liquidity. Management employs stress testing methodology to estimate needs for contingent funding that could result from unexpected outflows of funds in excess of “business as usual” cash flows.  In management’s estimation, risks are concentrated in two major categories: (1) runoff of in-market deposit balances; and (2) unexpected drawdown of loan commitments.  Of the two categories, potential runoff of deposit balances would have the most significant impact on contingent liquidity.  Our stress test scenarios, therefore, emphasize attempts to quantify deposits at risk over selected time horizons.  In addition to these unexpected outflow risks, several other “business as usual” factors enter into the calculation of the adequacy of contingent liquidity including: (1) payment proceeds from loans and investment securities; (2) maturing debt obligations; and (3) maturing time deposits.  The Corporation has established

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Management's Discussion and Analysis

collateralized borrowing capacity with the FRBB and also maintains additional collateralized borrowing capacity with the FHLB in excess of levels used in the ordinary course of business. Borrowing capacity is impacted by the amount and type of assets available to be pledged.

The table below presents a summary of contingent liquidity balances by source:

(Dollars in thousands) March 31,2025 December 31,2024
Contingent Liquidity:
Federal Home Loan Bank of Boston (1) 1,047,209 752,951
Federal Reserve Bank of Boston (2) 113,746 70,286
Available cash liquidity (3) 43,350 36,647
Unencumbered securities 548,483 597,771
Total contingent liquidity 1,752,788 1,457,655
Percentage of total contingent liquidity to uninsured deposits 127.2 106.9
Percentage of total contingent liquidity to uninsured deposits, after exclusions 161.4 136.1

All values are in US Dollars.

(1)As of March 31, 2025 and December 31, 2024, loans with a carrying value of $2.8 billion and $2.8 billion, respectively, and securities available for sale with carrying values of $74.6 million and $74.2 million, respectively, were pledged to the FHLB resulting in this additional borrowing capacity.

(2)As of March 31, 2025 and December 31, 2024, loans with a carrying value of $66.2 million and $68.5 million, respectively, and securities available for sale with a carrying value of $62.8 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 March 31, 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 three months ended March 31, 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 7 and 17 to the Unaudited Consolidated Financial Statements.

Capital Resources

Total shareholders’ equity amounted to $521.7 million at March 31, 2025, up by $22.0 million from December 31, 2024. Net income of $12.2 million and improvement of $20.0 million in the AOCL component of shareholders' equity were partially offset by $11.0 million in dividend declarations. 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 the reclassification of the after-tax pension plan settlement charge to noninterest expenses. See Note 15 to the Unaudited Consolidated Financial Statements for additional disclosure regarding changes in AOCL.

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Management's Discussion and Analysis

Washington Trust declared a quarterly dividend of 56 cents per share for the three months ended March 31, 2025, unchanged from the 56 cents per share declared for the same period in 2024.

The ratio of total equity to total assets amounted to 7.92% at March 31, 2025, compared to a ratio of 7.21% at December 31, 2024.  Book value per share was $27.06 at March 31, 2025, compared to $25.93 at December 31, 2024.

The Bancorp and the Bank are subject to various regulatory capital requirements and are considered “well capitalized,” with a total risk-based capital ratio of 13.13% at March 31, 2025, compared to 12.47% at December 31, 2024.

See Note 11 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 7 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 assume the proceeds from the sale of loans are 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 March 31, 2025 and December 31, 2024, net interest income simulations indicated that exposure to changing interest rates over the simulation horizons remained within tolerance levels established by the Corporation. All changes are measured in comparison to the projected net interest income that would result from an “unchanged” rate scenario where both interest rates and the composition of the Corporation’s balance sheet remain stable.

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Management's Discussion and Analysis

The ALCO regularly reviews a wide variety of interest rate shift scenario results to evaluate interest rate risk exposure, including parallel changes in interest rates and scenarios showing the effect of steepening or flattening changes in the yield curve.  Because income simulations assume that the Corporation’s balance sheet will generally remain static over the simulation horizon, the results do not reflect adjustments in strategy that the ALCO could implement in response to rate shifts. It should also be noted that the static balance sheet assumption does not necessarily reflect the Corporation’s expectation for future balance sheet growth, which is a function of the business environment and customer behavior.

While the ALCO reviews and updates simulation assumptions and also periodically back-tests the simulation results to ensure that the assumptions are reasonable and current, income simulation may not always prove to be an accurate indicator of 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 March 31, 2025 and December 31, 2024.  Interest rates are assumed to shift by parallel rate changes as shown in the table below. Further, deposits are assumed to have certain minimum rate levels below which they will not fall.  It should be noted that the rate scenarios shown do not necessarily reflect the ALCO’s view of the “most likely” change in interest rates over the periods indicated.

March 31, 2025 December 31, 2024
Months 1 - 12 Months 13 - 24 Months 1 - 12 Months 13 - 24
100 basis point rate decrease (1.99) % (1.90 %) (1.83) % (0.53 %)
200 basis point rate decrease (3.80) (3.79) (3.78) (1.67)
300 basis point rate decrease (5.76) (6.52) (5.89) (3.73)
100 basis point rate increase 0.55 (1.09) (0.16) (3.52)
200 basis point rate increase 2.01 (1.02) 1.54 (3.98)
300 basis point rate increase 3.49 (1.36) 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 that included a reduction in loans and a lower level of wholesale funding.

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.

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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 March 31, 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) $1,122 ($2,122)
Mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored enterprises 48,667 (116,818)
Obligations of states and political subdivisions 33 (98)
Trust preferred debt and other corporate debt securities 85 (162)
Total change in market value as of March 31, 2025 $49,907 ($119,200)
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.

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Information regarding quantitative and qualitative disclosures about market risk appears under Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the caption “Asset/Liability Management and Interest Rate Risk.”

For 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.

Item 4.  Controls and Procedures

Disclosure Controls and Procedures

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 period ended March 31, 2025.  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 disclosures.  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.

Internal Control Over Financial Reporting

There has been no change in the Corporation’s internal controls over financial reporting during the quarter ended March 31, 2025 that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.  Other Information

Item 1.  Legal Proceedings

The Corporation is involved in various claims and legal proceedings arising out of the ordinary course of business.  Management is of the opinion, based on its review with counsel of the development of such matters to date, that the ultimate disposition of such matters will not materially affect the consolidated financial position or results of operations of the Corporation.

Item 1A.  Risk Factors

There have been no material changes in the risk factors described in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 25, 2025.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 5.  Other Information

Insider Trading Arrangements

During the three months ended March 31, 2025, none of the Corporation’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

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Item 6.  Exhibits

(a) Exhibits.  The following exhibits are included as part of this Form 10-Q:

Exhibit Number
10.1 2025 Annual Performance Plan, effective January 1, 2025 - Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on March 21, 2025.https://www.sec.gov/Archives/edgar/data/737468/000110465925026655/tm259926d1_ex10-1.htm(1)https://www.sec.gov/Archives/edgar/data/737468/000110465925026655/tm259926d1_ex10-1.htm(2)
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Filed herewith.
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Filed herewith.
32.1 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Furnished herewith.(3)
101 The following materials from Washington Trust Bancorp, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2025 formatted in Inline XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) related Notes to these consolidated financial statements.
104 The cover page from the Corporation’s Quarterly Report on Form 10-Q for the period ended March 31, 2025 has been formatted in Inline XBRL and contained in Exhibit 101.

(1)Not filed herewith. In accordance with Rule 12b-32 promulgated pursuant to the Exchange Act, reference is made to the documents previously filed with the SEC, which are incorporated by reference herein.

(2)Management contract or compensatory plan or arrangement.

(3)These certifications are not “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference into any filing under the Securities Act or the Securities Exchange Act.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

WASHINGTON TRUST BANCORP, INC.
(Registrant)
Date: May 7, 2025 By: /s/ Edward O. Handy III
Edward O. Handy III
Chairman and Chief Executive Officer
(principal executive officer)
Date: May 7, 2025 By: /s/ Ronald S. Ohsberg
Ronald S. Ohsberg
Senior Executive Vice President, Chief Financial Officer, and Treasurer
(principal financial officer)
Date: May 7, 2025 By: /s/ Maria N. Janes
Maria N. Janes
Executive Vice President, Chief Accounting Officer, and Controller
(principal accounting officer)

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Document

EXHIBIT 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Edward O. Handy III, Chairman and Chief Executive Officer of Washington Trust Bancorp, Inc., certify that:

1.I have reviewed this Quarterly Report on Form 10-Q, for the period ended March 31, 2025, of Washington Trust Bancorp, Inc. (the “Registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during

(e)the Registrant’s most recent fiscal quarter (the Registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: May 7, 2025 By: /s/ Edward O. Handy III
Edward O. Handy III
Chairman and Chief Executive Officer
(principal executive officer)

Document

EXHIBIT 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ronald S. Ohsberg, Senior Executive Vice President, Chief Financial Officer and Treasurer of Washington Trust Bancorp, Inc., certify that:

1.I have reviewed this Quarterly Report on Form 10-Q, for the period ended March 31, 2025, of Washington Trust Bancorp, Inc. (the “Registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: May 7, 2025 By: /s/ Ronald S. Ohsberg
Ronald S. Ohsberg
Senior Executive Vice President, Chief Financial Officer and Treasurer
(principal financial officer)

Document

EXHIBIT 32.1

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned officer of Washington Trust Bancorp, Inc. (the “Corporation”), hereby certifies that the Corporation’s Quarterly Report on Form 10-Q for the period ended March 31, 2025 to which this certification is attached (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

Date: May 7, 2025 By: /s/ Edward O. Handy III
Edward O. Handy III
Chairman and Chief Executive Officer
(principal executive officer)

The undersigned officer of Washington Trust Bancorp, Inc. (the “Corporation”), hereby certifies that the Corporation’s Quarterly Report on Form 10-Q for the period ended March 31, 2025 to which this certification is attached (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

Date: May 7, 2025 By: /s/ Ronald S. Ohsberg
Ronald S. Ohsberg
Senior Executive Vice President, Chief Financial Officer and Treasurer
(principal financial officer)