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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 12, 2022
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| WASHINGTON TRUST BANCORP, INC. |
(Exact Name of Registrant as Specified in Charter)
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| Rhode Island | | 001-32991 | | 05-0404671 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 23 Broad Street | | |
| Westerly, | Rhode Island | | 02891 |
| (Address of principal executive offices) | | (Zip Code) |
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| (401) | 348-1200 |
| (Registrant's telephone number, including area code) |
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| N/A |
| (Former name or address, if changed from last report) |
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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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).
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| 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 financial accounting standards provided pursuant to Section 13(a) of the |
| Exchange Act. | ☐ |
Item 8.01 Other Events.
On December 12, 2022, Washington Trust Bancorp, Inc. ("Corporation") announced that its Board of Directors adopted a stock repurchase program ("2023 Stock Repurchase Program"), which authorizes the repurchase up to 850,000 shares of the Corporation’s common stock, or approximately 5% of its current outstanding shares. The 2023 Stock Repurchase Program commences on January 1, 2023 and expires on December 31, 2023 and may be modified, suspended, or discontinued at any time. The Corporation had approximately 17.2 million shares outstanding as of November 30, 2022.
A copy of the press release relating to such announcement, dated December 12, 2022, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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| (d) | Exhibits. | | |
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| | Exhibit No. | | Exhibit |
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| | | | Press release dated December 12, 2022* |
| | 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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| | *Filed herewith | | |
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 thereunto duly authorized.
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| | | WASHINGTON TRUST BANCORP, INC. |
| Date: | December 12, 2022 | | By: | /s/ Ronald S. Ohsberg |
| | | | Ronald S. Ohsberg |
| | | | Senior Executive Vice President, Chief Financial Officer and Treasurer |
