Fidelity D & D Bancorp (FDBC) elects DelVecchio and Clemente as new directors

Rhea-AI Filing Summary

Fidelity D & D Bancorp, Inc. reported that on January 2, 2026, its Boards of Directors, and those of its wholly owned banking subsidiary, elected Rocco DelVecchio and James Clemente, CPA, MT as new directors. DelVecchio was appointed a Class B director to serve until the 2026 annual meeting of shareholders, while Clemente was appointed a Class C director to serve until the 2028 annual meeting.

DelVecchio will serve on the ALCO, Credit Administration, Loan, Nominating and Risk Management Committees. Clemente will serve on the Audit, Credit Administration, Loan, Nominating, Risk Management and Trust/Investments Committees. Both will receive the same fees and benefits as other nonemployee directors, and there are no separate arrangements or related-party transactions disclosed in connection with their appointments.

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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): January 2, 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 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 2, 2026, the Boards of Directors of Fidelity D & D Bancorp, Inc. (the "Corporation") and its wholly-owned subsidiary, The Fidelity Deposit and Discount Bank (the "Bank") elected Rocco DelVecchio and James Clemente, CPA, MT as directors of the Corporation and the Bank. Mr. DelVecchio was appointed as a Class B director of the Corporation to serve until the 2026 annual meeting of shareholders, and Mr. Clemente was appointed as a Class C director of the Corporation to serve until the 2028 annual meeting of shareholders. Mr. DelVechio has been named to the ALCO, Credit Administration, Loan, Nominating and Risk Management Committees of the Corporation and Bank. Mr. Clemente has been named to the Audit, Credit Administration, Loan, Nominating, Risk Management and Trust/Investments Committees of the Corporation and Bank.

Other than those fees and benefits available to all nonemployee directors of the Corporation and Bank, Messrs. DelVecchio and Clemente were not appointed to their positions pursuant to any arrangement or understanding with any other person, and they have no reportable transactions under Item 404(a) of Regulation S-K.

The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated January 2, 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: January 5, 2026	/s/ Salvatore R. DeFrancesco, Jr.
	Salvatore R. DeFrancesco, Jr.
	Treasurer and Chief Financial Officer

FAQ

What board changes did Fidelity D & D Bancorp (FDBC) disclose?

The company disclosed that Rocco DelVecchio and James Clemente, CPA, MT were elected as directors of Fidelity D & D Bancorp, Inc. and its bank subsidiary on January 2, 2026.

How long will the new Fidelity D & D Bancorp (FDBC) directors serve?

Rocco DelVecchio was appointed a Class B director to serve until the 2026 annual meeting of shareholders, and James Clemente was appointed a Class C director to serve until the 2028 annual meeting of shareholders.

Which committees will the new FDBC directors serve on?

Rocco DelVecchio will serve on the ALCO, Credit Administration, Loan, Nominating and Risk Management Committees, while James Clemente will serve on the Audit, Credit Administration, Loan, Nominating, Risk Management and Trust/Investments Committees.

Are there special compensation arrangements for the new FDBC directors?

The filing states that, other than the fees and benefits available to all nonemployee directors, there are no separate arrangements or understandings related to the appointments of Messrs. DelVecchio and Clemente.

Did Fidelity D & D Bancorp (FDBC) report any related-party transactions for the new directors?

The company reported that the new directors have no reportable transactions under Item 404(a) of Regulation S-K in connection with their appointments.

What exhibit accompanied the FDBC director election disclosure?

A press release dated January 2, 2026 was furnished as Exhibit 99.1 and incorporated by reference.