0000737468FALSE00007374682024-12-162024-12-16
| | |
| 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 16, 2024
| | |
| WASHINGTON TRUST BANCORP, INC. |
(Exact Name of Registrant as Specified in Charter)
| | | | | | | | | | | | | | |
| Rhode Island | | 001-32991 | | 05-0404671 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (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) |
| | |
| 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: |
| | | | | |
| ☐ | 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)) |
| | | | | | | | |
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 | The NASDAQ Stock Market LLC |
| | |
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). |
| | | | | |
| 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 financial accounting standards provided pursuant to Section 13(a) of the |
| Exchange Act. | ☐ |
Item 8.01. Other Events.
On December 16, 2024, Washington Trust Bancorp, Inc. (the “Corporation”) issued a press release announcing the closing of the previously disclosed underwritten public offering of the shares of its common stock (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 prospectus supplement dated December 12, 2024, and filed by the Corporation with the SEC pursuant to Rule 424(b) under the Act. A copy of the press release issued by the Corporation announcing the closing of the Offering is attached to this report as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| | | | | | | | | | | | | | |
| (d) | Exhibits. | | |
| | | | |
| | Exhibit No. | | Exhibit |
| | | | |
| | | | |
| | 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| | | | |
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 16, 2024 | | By: | /s/ Ronald S. Ohsberg |
| | | | Ronald S. Ohsberg |
| | | | Senior Executive Vice President, Chief Financial Officer and Treasurer |