[8-K] FIDELITY D & D BANCORP INC Reports Material Event

Rhea-AI Filing Summary

Fidelity D & D Bancorp, Inc. reported that Richard M. Hotchkiss, a Class C director, retired immediately from the boards of the holding company and its wholly owned bank subsidiary. Mr. Hotchkiss had served on both boards since 2020. The company stated the retirement was not the result of any disagreement with the company or the bank on any matter relating to their operations, policies or practices. A press release announcing the retirement is filed as an exhibit and incorporated by reference.

Positive

• Voluntary, non-contentious departure: The filing states the retirement was not due to any disagreement with the company or bank.
• Transparency: Company attached a press release as Exhibit 99.1 to publicly document the board change.
• Experienced service: Mr. Hotchkiss served on the boards since 2020, indicating multi-year continuity prior to retirement.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director retirement appears routine and non-contentious, with no stated governance issues.

Mr. Hotchkiss's immediate retirement after roughly five years of service is presented as voluntary and explicitly not related to disagreements with management or the bank. For investors and governance watchers, this reduces concern about boardroom conflicts or imminent management upheaval. The filing includes an attached press release, which is standard practice to communicate the change publicly. The change reduces the board's membership by one Class C director; the filing does not state any replacement or board composition changes, so implications for board committees or voting alignments cannot be assessed from this document alone.

Securities Compliance Analyst

TL;DR: Disclosure meets Form 8-K requirements for director departure and provides required exhibit reference.

The company disclosed the director's retirement and affirmatively stated the absence of any dispute, which addresses key Form 8-K disclosure points. The inclusion of a press release as an exhibit satisfies common practice for contemporaneous public disclosure. The filing does not provide details on succession, interim arrangements, or any board reconstitution, so compliance is limited to the departure notice rather than broader governance actions.

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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): September 16, 2025

FIDELITY D & D BANCORP, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania		001-38229		23-3017653
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Blakely and Drinker Streets, Dunmore, PA	18512
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (570) 342-8281

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 (see General Instruction A.2. below):

☐  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, no par value	FDBC	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. ☐

FIDELITY D & D BANCORP, INC.

CURRENT REPORT ON FORM 8-K

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

By letter dated September 17, 2025, Richard M. Hotchkiss, a Class C Director, retired, effective immediately, from the Boards of Directors of Fidelity D & D Bancorp, Inc. (“Fidelity”) and The Fidelity Deposit and Discount Bank (the “Bank”), the wholly-owned subsidiary of Fidelity. Mr. Hotchkiss has served as a member of Fidelity’s and the Bank’s Boards of Directors since 2020.

The retirement was not the result of any disagreement with Fidelity or the Bank on any matter relating to their operations, policies or practices. A press release regarding Mr. Hotchkiss’ retirement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press release dated September 17, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

	FIDELITY D & D BANCORP, INC.
	(Registrant)
Date: September 18, 2025	By: /s/ Salvatore R. DeFrancesco, Jr.
	Salvatore R. DeFrancesco, Jr.
	Treasurer and Chief Financial Officer

FAQ

What change did FDBC disclose in this 8-K?

The company disclosed that Richard M. Hotchkiss, a Class C director, retired effective immediately from the boards of Fidelity D & D Bancorp, Inc. and its bank subsidiary.

Was the retirement related to any disagreement with FDBC or its bank?

No. The filing explicitly states the retirement was not the result of any disagreement with Fidelity or the bank on operations, policies or practices.

How long had the director served on the boards?

The filing notes Mr. Hotchkiss had served on both boards since 2020.

Is there a replacement director named in the filing?

The filing does not disclose any replacement or changes to board composition beyond the retirement.

Where can I find the company announcement about the retirement?

The company attached a press release dated September 17, 2025 as Exhibit 99.1 to the current report and incorporated it by reference.