Fidelity D & D Bancorp (FDBC) CFO reports Form 4 share activity in December 2025

Rhea-AI Filing Summary

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DEFRANCESCO SALVATORE R JR

(Last) (First) (Middle)

117 ILAINA DR

(Street)

MOOSIC PA 18507

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FIDELITY D & D BANCORP INC [ FDBC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Treasurer & CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/12/2025		F		686	D	$48.72(1)	33,157.1756	D
Common Stock	12/12/2025		C(2)		1,719	A	$48.72	34,876.1756	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Rights	$48.72	12/12/2025		C(3)			4,322	(4)	(5)	Common Stock	4,322	(6)	11,028	D

Explanation of Responses:

1. Surrender of shares to cover payroll taxes on stock settled appreciation rights exercise.

2. Exercise of stock settled appreciation rights.

3. Exercise of stock settled appreciation rights.

4. All stock appreciation rights have vested.

5. The stock appreciation rights expire as follows: 2/1/2026 for the 2016 grant, 2/6/2027 for the 2017 grant, 2/5/2028 for the 2018 grant and 2/4/2029 for the 2019 grant.

6. 2016 Grant = $21.60, 2017 Grant = $26.17, 2018 Grant = $49.50 and 2019 Grant = $59.70.

	/s/ John Pash	12/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Fidelity D & D Bancorp (FDBC) disclose?

Fidelity D & D Bancorp reported that its Treasurer and CFO exercised stock-settled appreciation rights tied to 4,322 shares of common stock on December 12, 2025.

Who is the reporting person in this FDBC Form 4 and what is their role?

The reporting person is the company’s Treasurer & CFO, who is identified as an officer of Fidelity D & D Bancorp.

How many Fidelity D & D Bancorp shares did the CFO own after the transactions?

Following the reported transactions, the CFO directly owned 34,876.1756 shares of Fidelity D & D Bancorp common stock.

Why were 686 shares surrendered in the December 12, 2025 FDBC transaction?

The filing explains that 686 shares were surrendered to cover payroll taxes arising from the stock-settled appreciation rights exercise.

How many shares did the CFO acquire in the FDBC equity transaction?

The CFO acquired 1,719 shares of Fidelity D & D Bancorp common stock in connection with the exercise of stock-settled appreciation rights.

When do Fidelity D & D Bancorp’s reported stock appreciation rights grants expire?

The stock appreciation rights grants expire on 2/1/2026, 2/6/2027, 2/5/2028, and 2/4/2029 for the 2016, 2017, 2018, and 2019 grants, respectively.

How many stock appreciation rights remain outstanding for the FDBC officer?

After the reported activity, the officer beneficially owned 11,028 derivative securities, described as stock appreciation rights.