[8-K] Fidelity D & D Bancorp, Inc. Reports Material Event

Rhea-AI Filing Summary

Fidelity D & D Bancorp, Inc. (NASDAQ: FDBC) filed an 8-K dated 11 July 2025 to report an executive realignment under Item 5.02. Effective 9 July 2025, long-time executive Michael J. Pacyna, Jr. moved from Executive Vice President & Chief Lending Officer to Executive Vice President & Chief Credit Officer of Fidelity Deposit and Discount Bank, the Company’s wholly-owned subsidiary. In his new role, Mr. Pacyna assumes responsibility for Credit and Credit Administration—previously under the Chief Operating Officer—as well as Loan Operations and the Special Assets & Collections Department. The Company states the change is designed to leverage Mr. Pacyna’s strengths, streamline decision making, and enhance operational efficiency. No financial terms, compensation changes, or additional board alterations were disclosed.

Positive

• Centralization of credit functions under an experienced executive could improve risk management and operational efficiency.

Negative

• Lack of disclosed performance metrics or compensation terms leaves investors unable to gauge the tangible financial impact of the reorganization.

Insights

Corporate Governance Expert

TL;DR: Internal promotion centralizes credit oversight; governance impact modest, risk profile unchanged.

This 8-K announces a lateral move for Michael J. Pacyna, Jr. into the newly defined Chief Credit Officer slot. Consolidating Credit, Loan Operations, and Special Assets under a single seasoned executive can tighten risk controls and quicken remediation of problem assets—important for a bank reliant on prudent credit culture. Because Pacyna was already EVP and on the senior leadership team, board composition, succession planning, and incentive structure remain intact, suggesting limited governance disruption. Overall, a routine but sensible restructuring that may marginally improve operational efficiency without triggering investor action.

Banking Sector Analyst

TL;DR: Role shift aims to streamline credit processes; earnings outlook unaffected.

Assigning one executive to oversee Credit Administration, Loan Ops, and Special Assets can shorten approval cycles and align underwriting with workout strategies—potentially lowering non-performing loan levels over time. However, the filing provides no quantitative targets, timing guidance, or compensation details, so immediate financial impact cannot be assessed. With no mention of portfolio quality issues or strategic pivots, the event is operational housekeeping rather than a catalyst for valuation change. I view investor impact as neutral.

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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): July 11, 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

On July 9, 2025, Fidelity D & D Bancorp, Inc. (the "Company") announced that Michael J. Pacyna, Jr. transitioned from his role as Executive Vice President and Chief Lending Officer of the Fidelity Deposit and Discount Bank (the “Bank”), the wholly-owned subsidiary of the Company, to the new role of Executive Vice President and Chief Credit Officer of the Bank. In this new capacity, Mr. Pacyna will assume an expanded set of responsibilities including overseeing the Bank’s Credit and Credit Administration, duties which were previously overseen by the Chief Operating Officer of the Bank. In addition, in this new role, he will oversee the Bank’s Loan Operations Department and the Special Assets and Collections Department. This reassignment of duties is intended to leverage Mr. Pacyna’s strengths as well as streamline and enhance efficiency within the organization.

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: July 11, 2025	By: /s/ Salvatore R. DeFrancesco, Jr.
	Salvatore R. DeFrancesco, Jr.
	Treasurer and Chief Financial Officer

FAQ

What did Fidelity D & D Bancorp (FDBC) announce in its July 11 2025 8-K?

The bank reported that Michael J. Pacyna, Jr. became Executive Vice President & Chief Credit Officer, shifting from his prior Chief Lending Officer role.

When did Michael J. Pacyna, Jr.’s new position take effect?

July 9, 2025, according to the filing.

What departments will the new Chief Credit Officer oversee?

He will manage Credit & Credit Administration, Loan Operations, and the Special Assets & Collections Department.

Does the 8-K mention any changes to Mr. Pacyna’s compensation?

No. The filing does not disclose compensation or contract amendments.

Is there any change to Fidelity D & D Bancorp’s board of directors?

No board changes are reported; the disclosure is limited to an internal executive reassignment.

How might this executive change affect FDBC’s risk management?

Centralizing credit oversight could streamline approvals and improve monitoring of loan quality, though no metrics were provided.