Washington Trust Bancorp Enters Material Definitive Agreement

TL;DR

Wash Trust (WASH) signed a big deal, filing an 8-K today.

AI Summary

On December 12, 2024, Washington Trust Bancorp, Inc. announced the entry into a material definitive agreement. The company also reported other events and filed financial statements and exhibits related to this agreement. Specific details regarding the agreement's nature and financial implications were not provided in this summary.

Why It Matters

This filing indicates a significant new contract or partnership for Washington Trust Bancorp, which could impact its future financial performance and strategic direction.

Risk Assessment

Risk Level: medium — The filing of a material definitive agreement suggests a significant event that could carry substantial financial or operational implications, but the lack of specific details makes the exact risk level uncertain.

Key Numbers

• 2024-12-12 — Date of earliest event (Indicates the date the material definitive agreement was entered into.)
• 20241213 — Filing Date (The date the 8-K report was officially filed with the SEC.)

Key Players & Entities

• WASHINGTON TRUST BANCORP, INC. (company) — Registrant
• Rhode Island (location) — State of incorporation
• 23 Broad Street (address) — Principal executive offices
• Westerly, Rhode Island 02891 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0625 — ares of the Corporation's common stock, $0.0625 par value per share (the "Common Stock"
• $34.00 — Stock"), at a public offering price of $34.00 per share in an underwritten public off
• $61.75 million — ration are expected to be approximately $61.75 million (or approximately $71.01 million if the
• $71.01 million — mately $61.75 million (or approximately $71.01 million if the Underwriter exercises in full it

Filing Documents

• wash-20241212.htm (8-K) — 42KB
• exhibit11underwritingagree.htm (EX-1.1) — 242KB
• exhibit51legalopinion20241.htm (EX-5.1) — 12KB
• exhibit991pressreleasepric.htm (EX-99.1) — 11KB
• bancorpflatbluehorizontalaa.jpg (GRAPHIC) — 24KB
• 0000737468-24-000053.txt ( ) — 521KB
• wash-20241212.xsd (EX-101.SCH) — 2KB
• wash-20241212_lab.xml (EX-101.LAB) — 22KB
• wash-20241212_pre.xml (EX-101.PRE) — 12KB
• wash-20241212_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 12, 2024, Washington Trust Bancorp, Inc. (the "Corporation") entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc. (the "Underwriter") to offer and sell 1,911,764 shares of the Corporation's common stock, $0.0625 par value per share (the "Common Stock"), at a public offering price of $34.00 per share in an underwritten public offering (the "Offering"). The offer and sale of the shares of Common Stock in the Offering was registered under the Securities Act of 1933, as amended (the "Act"), pursuant to the Corporation's shelf registration statement on Form S-3 (File No. 333-274430), which was declared effective by the Securities and Exchange Commission (the "SEC") on September 29, 2023, including the base prospectus contained therein, as supplemented by a preliminary prospectus supplement dated December 12, 2024, filed by the Corporation with the SEC pursuant to Rule 424(b) under the Act, with a final prospectus supplement to be filed with the SEC prior to the closing of the Offering. As part of the Offering, the Corporation granted the Underwriter a 30-day option to purchase up to an additional 286,764 shares of Common Stock on the same terms and conditions. After deducting the underwriting discounts and commissions on the sale of shares of Common Stock by the Corporation in the Offering, but before deducting offering-related expenses, the net proceeds of the Offering for the Corporation are expected to be approximately $61.75 million (or approximately $71.01 million if the Underwriter exercises in full its option to purchase additional shares of Common Stock). The Offering is expected to close on or about December 16, 2024, subject to satisfaction of customary closing conditions. The Corporation intends to use the net proceeds of this offering for general corporate purposes to support continued organic growth and capital generation, which are expected to in

01. Other Events

Item 8.01. Other Events. On December 12, 2024, the Corporation issued a press release announcing the pricing of the Offering. A copy of the press release issued by the Corporation announcing the pricing of the Offering is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Exhibit 1.1 Underwriting Agreement, dated December 1 2 , 2024, by and between Washington Trust Bancorp, Inc. and BofA Securities, Inc. 5.1 Opinion of Partridge Snow & Hahn LLP regarding the legality of the Common Stock. 23.1 Consent of Partridge Snow & Hahn LLP (included in Exhibit 5.1 filed herewith). 99.1 Press release of Washington Trust Bancorp, Inc . a nn o u n cing pricing of public offering of common stock , issued December 1 2 , 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES 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 hereunto duly authorized. WASHINGTON TRUST BANCORP, INC. Date: December 12, 2024 By: /s/ Ronald S. Ohsberg Ronald S. Ohsberg Senior Executive Vice President, Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR