Fidelity D & D Bancorp (FDBC) Board adopts amended and restated bylaws

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Fidelity D & D Bancorp, Inc. reported that its Board of Directors approved and adopted Amended and Restated Bylaws effective April 21, 2026. The changes are intended to reflect developments in the Pennsylvania Business Corporation Law of 1988 and make other technical, conforming, clarifying and modernizing updates.

The detailed Amended and Restated Bylaws are provided as Exhibit 3.1 to this report and are incorporated by reference.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Bylaws effective date: April 21, 2026 Bylaws exhibit number: Exhibit 3.1 Cover page data file exhibit: Exhibit 104

3 metrics

Bylaws effective date April 21, 2026 Effective date of Amended and Restated Bylaws

Bylaws exhibit number Exhibit 3.1 Amended and Restated Bylaws attached to 8-K

Cover page data file exhibit Exhibit 104 Cover Page Interactive Data File in Inline XBRL

Key Terms

Amended and Restated Bylaws, Pennsylvania Business Corporation Law of 1988, Form 8-K, Exhibit 3.1

4 terms

Amended and Restated Bylaws financial

"approved and adopted the Amended and Restated Bylaws of the Corporation"

A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.

Pennsylvania Business Corporation Law of 1988 regulatory

"revisions to reflect developments in the Pennsylvania Business Corporation Law of 1988"

Form 8-K regulatory

"FORM 8-K : April 21, 2026 FIDELITY D & D BANCORP, INC."

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

Exhibit 3.1 regulatory

"which are attached hereto as Exhibit 3.1, and are incorporated herein"

Understanding 8-K Material Events →

04/27/2026 - 04:42 PM

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): April 21, 2026

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. ☐

CURRENT REPORT ON FORM 8-K

ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 21, 2026, the Board of Directors of Fidelity D & D Bancorp, Inc. (the “Corporation”) approved and adopted the Amended and Restated Bylaws of the Corporation (the “Bylaws”), effective April 21, 2026. The amendments to the Bylaws include revisions to reflect developments in the Pennsylvania Business Corporation Law of 1988, as amended (the “BCL”), as well as other technical, conforming, clarifying and modernizing revisions. The following is a summary of the substantive amendments:

●

Article 1, Section 1.1: Changing the address of the registered office of the Corporation;

●

Article 11, Sections 11.2, 11.4 and 11.7: Updating and conforming the description of the Board’s fiduciary, business judgement and other powers with accordance with the provisions of the BCL;

●

Article 18, Section 18.2: Adding a section to provide for the position of Vice Chairman of the Board;

●

Article 23, Sections 23.1-12.12: Revising and updating indemnification from permissive indemnification to mandatory indemnification and clarifying the applicability of the indemnification provisions in accordance with the requirements of the BCL;

●

Article 32, Section 32.1: Modernizing and clarifying the notice provisions of to include the use of email and other electronic technology; and

●

Updating gender-specific pronouns with gender-inclusive or gender-neutral pronouns.

The preceding summary description is qualified in its entirety by reference to the Bylaws, which are attached hereto as Exhibit 3.1, and are incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description

3.1	Copy of the Amended Bylaws, dated April 21, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

	FIDELITY D & D BANCORP, INC.
	(Registrant)

Dated: April 27, 2026	/s/ Salvatore R. DeFrancesco, Jr.
	Salvatore R. DeFrancesco, Jr.
	Treasurer and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Fidelity D & D Bancorp (FDBC) change in this 8-K filing?

Fidelity D & D Bancorp reported that its Board approved Amended and Restated Bylaws effective April 21, 2026. The revisions primarily reflect developments in Pennsylvania corporate law and introduce technical, conforming, clarifying, and modernizing updates, with full details contained in the attached bylaws exhibit.

When did Fidelity D & D Bancorp’s amended bylaws become effective?

The amended and restated bylaws of Fidelity D & D Bancorp became effective on April 21, 2026. That is the same date the Board of Directors approved and adopted the updated bylaws, as disclosed in the company’s Form 8-K governance filing.

Why did Fidelity D & D Bancorp amend its bylaws in April 2026?

Fidelity D & D Bancorp amended its bylaws to reflect developments in the Pennsylvania Business Corporation Law of 1988. The company also made additional technical, conforming, clarifying, and modernizing revisions, aligning its governing documents more closely with current statutory and corporate practice.

Where can investors find the full text of Fidelity D & D Bancorp’s new bylaws?

Investors can review the full text of Fidelity D & D Bancorp’s Amended and Restated Bylaws in Exhibit 3.1 to the Form 8-K. The filing states that this exhibit is incorporated by reference and provides the complete, controlling bylaws language.

Does the 8-K for Fidelity D & D Bancorp include financial results or earnings data?

This Form 8-K focuses on corporate governance and bylaw amendments rather than financial performance. It describes approval of Amended and Restated Bylaws and lists the related exhibit; it does not present earnings or detailed financial statement information in the disclosed text.

Filing Exhibits & Attachments

5 documents