Fidelity Dam SEC Filings

Fidelity D & D Bancorp, Inc. reported that on December 12, 2025, Michael J. Pacyna Jr. was terminated from his role as Executive Vice President and Chief Credit Officer of its banking subsidiary. The company and Pacyna entered into a separation agreement that provides severance pay for 28 weeks and his 2025 executive bonus, for a combined cash amount of $239,975.02.

He may also receive conditional supplementary severance equal to 80% of his last regular weekly salary for up to 12 additional weeks, which could total $46,587.64. The bank will continue paying its employer share of health insurance premiums through June 30, 2026, in an aggregate amount of $10,930.86, with the possibility of extending payments through September 30, 2026 if he lacks other employer coverage. His non-compete period was shortened from two years to 15 months, and his supplemental executive employment plan remains in effect. All departments formerly managed by the Chief Credit Officer will be reassigned to the Chief Risk Officer.

Fidelity D & D Bancorp's Treasurer and CFO reported equity award activity in company stock. On December 12, 2025, he exercised stock-settled appreciation rights tied to 4,322 shares of common stock. To cover payroll taxes from this exercise, 686 shares were surrendered. After net share deliveries, he acquired 1,719 shares and directly owned a total of 34,876.1756 common shares. The disclosure also notes that all stock appreciation rights from 2016–2019 grants are fully vested, with grant expirations ranging from February 1, 2026 through February 4, 2029.

Fidelity D & D Bancorp (FDBC) disclosed an insider purchase. A director bought 1,000 shares of common stock on 11/10/2025 at a price of $44.50 per share. Following the transaction, the reporting person beneficially owned 18,436.071 shares, held directly.

Fidelity D & D Bancorp (FDBC) insider filing: the President & CEO, a director and officer, purchased 1,000 shares of common stock at $44.50 on 11/10/2025. Following the trade, direct beneficial ownership stands at 60,410.8589 shares.

The insider also holds 13,626 stock appreciation rights, all vested, from grants with exercise prices of $21.60, $26.17, $49.50, and $59.70, expiring on 2/1/2026, 2/6/2027, 2/5/2028, and 2/4/2029.

Fidelity D & D Bancorp (FDBC) reported an insider purchase on a Form 4. A company Director and Chairman of the Board bought 1,951 shares of common stock at $44.50 on 11/10/2025 (transaction code P).

Following the trade, beneficial ownership stands at 417,771.4789 shares held directly and 1,817.6723 shares held indirectly through children.

Fidelity D & D Bancorp (FDBC) reported an insider ownership update. Chief Risk Officer John Pash filed a Form 3 stating beneficial ownership of 0 shares of common stock as of 11/03/2025. The filing also lists no derivative securities. This is an initial statement for a new reporting officer and reflects no current holdings.

Fidelity D & D Bancorp (FDBC) reported stronger Q3 2025 results. Net income rose to $7.3 million from $5.0 million a year ago, and diluted EPS increased to $1.27 from $0.86. Net interest income improved to $18.4 million, supported by higher loan yields and interest-bearing deposits, while credit costs eased with a $200 thousand provision for credit losses.

Total assets were $2.74 billion as of September 30, 2025, up from $2.58 billion at year-end. Loans and leases, net, reached $1.89 billion versus $1.78 billion, and total deposits were $2.47 billion versus $2.34 billion. Accumulated other comprehensive loss narrowed to $44.6 million, reflecting higher unrealized gains on securities. The company declared a quarterly dividend of $0.40 per share.

Year-to-date, net income was $20.3 million compared with $15.0 million last year, as higher interest income outpaced deposit and funding costs. Shares outstanding were 5,767,286 as of October 31, 2025.

Fidelity D & D Bancorp (FDBC) reported an executive change. On November 3, 2025, Charles Hangen joined The Fidelity Deposit and Discount Bank, the wholly owned subsidiary, as Senior Vice President and Chief Risk Officer.

The company furnished this update under Item 8.01 and attached a press release as Exhibit 99.1. The disclosure is informational and not deemed filed under the Exchange Act.