0000737468FALSE00007374682023-12-282023-12-28

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the

registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of

1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

The Board of Directors of Washington Trust Bancorp, Inc. ("Corporation") has adopted a stock repurchase program ("2024 Repurchase Program"), which authorizes the repurchase up to 850,000 shares of the Corporation’s common stock, $0.0625 par value per share ("Common Stock"), or approximately 5% of its current outstanding shares of Common Stock. This authority may be exercised from time to time and in such amounts as market conditions warrant, and subject to regulatory considerations. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, market conditions, and other corporate liquidity requirements and priorities. The 2024 Repurchase Program will commence on January 1, 2024 and expire on December 31, 2024 and may be modified, suspended, or discontinued at any time. The Corporation had approximately 17.0 million shares of Common Stock outstanding as of December 26, 2023.

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