Director at FIDELITY D & D BANCORP (FDBC) awarded 2,500 restricted shares

Rhea-AI Filing Summary

Vilcek HelenBeth Garofalo reported acquisition or exercise transactions in this Form 4 filing.

Fidelity D & D Bancorp director Vilcek HelenBeth Garofalo received a grant of 2,500 shares of restricted common stock. The award was made on February 18, 2026 at a reference price of $45.11 per share, increasing her directly held stake to 167,384 shares.

The restricted stock vests over a three-year schedule, with one third of the shares vesting each year, or approximately 33⅓% annually, aligning compensation with longer-term service and performance.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Vilcek HelenBeth Garofalo

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Common Stock	2,500	$45.11	$113K

Holdings After Transaction: Restricted Common Stock — 167,384 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Vilcek HelenBeth Garofalo

(Last) (First) (Middle)

P.O. BOX 179

(Street)

BANGOR PA 18013

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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
Restricted Common Stock(1)	02/18/2026		A		2,500	A	$45.11	167,384	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

Explanation of Responses:

1. The award shall be fully vested at the end of a three year vesting schedule subject to one third each year or a thirty three and one third percent vesting per year.

	/s/ Felicity Chee	02/19/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did FIDELITY D & D BANCORP INC (FDBC) report for Vilcek HelenBeth Garofalo?

FIDELITY D & D Bancorp reported that director Vilcek HelenBeth Garofalo received 2,500 shares of restricted common stock. The grant increased her directly held position to 167,384 shares and reflects stock-based compensation rather than an open-market purchase or sale.

Was the FDBC insider Form 4 transaction a purchase or a grant of shares?

The Form 4 shows a grant of restricted common stock, not an open-market purchase. Code "A" indicates an award or other acquisition, and Garofalo received 2,500 restricted shares as part of her compensation package with specified vesting conditions.

What is the vesting schedule for the 2,500 restricted FDBC shares granted to Garofalo?

The 2,500 restricted common shares vest over three years, with one third vesting each year. The footnote specifies approximately thirty three and one third percent of the award will vest annually, tying full ownership to continued service over the three-year period.

At what price was the restricted stock grant to the FDBC director reported?

The restricted stock grant was reported at $45.11 per share as the transaction price. This price is a reporting value for the 2,500-share award and does not necessarily represent a cash outlay by the director, since the shares were granted as compensation.

How many FDBC shares does Vilcek HelenBeth Garofalo own after the restricted stock award?

After the grant, Garofalo directly holds 167,384 shares of FIDELITY D & D Bancorp common stock. This total includes the newly awarded 2,500 restricted shares, which will become fully vested over a three-year schedule based on one-third vesting each year.