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FDBC insider update: Walsh reduces stake, retains SAR incentives

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Fidelity D & D Bancorp (FDBC) Form 4 discloses that VP & COO Eugene J. Walsh forfeited 3,759.0607 restricted common shares on 25 Jul 2025 (transaction code “D”). His directly held common-stock balance falls to 9,811.3714 shares.

Walsh still owns 6,966 fully-vested stock-appreciation rights granted between 2016-2019, with strike prices of $21.60–$59.70 and expirations from Feb 2026 to Feb 2029. No derivative transactions occurred in the period.

The forfeiture modestly reduces insider equity but leaves the executive with a meaningful stake and long-dated incentives, implying continued alignment with shareholder interests. No other officers or 10% owners were part of the filing.

Positive

  • Executive retains 9,811 common shares and 6,966 fully-vested SARs, preserving long-term alignment with shareholders.

Negative

  • Forfeiture of 3,759 restricted shares represents a small reduction in insider ownership.

Insights

TL;DR – Minor forfeiture; neutral signal for FDBC.

The transaction is a non-cash forfeiture of restricted stock rather than an open-market sale, so selling pressure is nil. Walsh’s remaining 9.8k shares plus 6.97k SARs keep his interests tied to future share performance. Because the share amount is small relative to FDBC’s float and no price information is provided, I view the filing as operationally immaterial. Investors tracking insider sentiment may note the reduced stake, but the continued holding of vested SARs offsets any negative inference.

Insider WALSH EUGENE J
Role VP & COO
Type Security Shares Price Value
Disposition Common Stock, Restricted 3,759.061 $0.00 --
holding stock Appreciation Rights -- -- --
Holdings After Transaction: Common Stock, Restricted — 9,811.371 shares (Direct); stock Appreciation Rights — 6,966 shares (Direct)
Footnotes (1)
  1. Forfeiture of restricted stock grants. 2016 Grant = $21.60, 2017 Grant = $26.17, 2018 Grant = $49.50 and 2019 Grant = $59.70. All stock appreciation rights have vested. 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.
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
X
 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*
WALSH EUGENE J
(Last) (First) (Middle)
6 CARTEL LN
(Street)
SPRING BROOK TWP PA 18444
(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)
VP & COO
3. Date of Earliest Transaction (Month/Day/Year)
07/25/2025
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, Restricted 07/25/2025 D 3,759.0607 D (1) 9,811.3714 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 (2) (3) (4) Common Stock 6,966 6,966 D
Explanation of Responses:
1. Forfeiture of restricted stock grants.
2. 2016 Grant = $21.60, 2017 Grant = $26.17, 2018 Grant = $49.50 and 2019 Grant = $59.70.
3. All stock appreciation rights have vested.
4. 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.
/s/ John Pash 08/05/2025
** 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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

What did FDBC executive Eugene Walsh do on 25 July 2025?

He forfeited 3,759.0607 restricted common shares according to the Form 4 filing.

How many FDBC shares does Walsh now own?

After the transaction, he directly owns 9,811.3714 common shares.

Does Walsh hold any derivative securities?

Yes, he maintains 6,966 fully-vested stock appreciation rights with strikes ranging from $21.60 to $59.70.

Were any shares sold for cash in this Form 4?

No cash sale was reported; the shares were forfeited, and no price was listed.

When do Walsh’s stock appreciation rights expire?

They expire between 1 Feb 2026 and 4 Feb 2029, depending on the grant year.