Fidelity D & D (NASDAQ: FDBC) vice chair awarded 2,500 shares

Rhea-AI Filing Summary

Fidelity D & D Bancorp vice chairman Michael J. McDonald reported an equity award on restricted common stock. He acquired 2,500 shares of restricted common stock at 45.1100 per share as a grant or award, increasing his direct holdings to 183,727.9595 shares.

The restricted stock award will fully vest over a three-year schedule, with one-third vesting each year. McDonald also reported indirect beneficial ownership of 167,406.8201 shares of restricted common stock as co-executor of an estate with interests attributed to his spouse and child.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider MCDONALD MICHAEL J

Role Vice Chairman

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

Holdings After Transaction: Restricted Common Stock — 183,727.96 shares (Direct); Restricted Common Stock — 167,406.82 shares (Indirect, As co-executor of an estate,spouse and child.)

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^*

MCDONALD MICHAEL J

(Last) (First) (Middle)

2016 GREEN RIDGE STREET

(Street)

DUNMORE PA 18521

(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
X	Officer (give title below)		Other (specify below)
	Vice Chairman

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	183,727.9595	D
Restricted Common Stock								167,406.8201	I	As co-executor of an estate,spouse and child.

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 did Michael J. McDonald report in the latest FDBC Form 4 filing?

Michael J. McDonald reported receiving an equity award of restricted common stock. The filing shows a grant of 2,500 shares at 45.1100 per share, increasing his directly owned stake to 183,727.9595 shares in Fidelity D & D Bancorp.

How many Fidelity D & D Bancorp (FDBC) shares were granted to Michael J. McDonald?

The filing reports that Michael J. McDonald received a grant of 2,500 shares of restricted common stock. These shares were awarded at a reference price of 45.1100 per share and are in addition to his previously held direct ownership position.

What are the vesting terms of Michael J. McDonald’s restricted stock award at FDBC?

The restricted stock award will fully vest over three years. The footnote explains that vesting occurs in thirds, with approximately 33⅓% of the shares vesting each year until the full 2,500-share award becomes vested at the end of the schedule.

Did the FDBC Form 4 show open-market buying or selling by Michael J. McDonald?

The filing shows a grant or award acquisition, not an open-market trade. The transaction is coded as an acquisition of restricted common stock, reflecting equity compensation rather than a discretionary market purchase or sale of Fidelity D & D Bancorp shares.

What are Michael J. McDonald’s direct and indirect FDBC share holdings after the Form 4 transactions?

After the award, Michael J. McDonald directly owns 183,727.9595 shares of restricted common stock. He also indirectly reports 167,406.8201 shares held in a capacity as co-executor of an estate, with interests tied to his spouse and child.

What role does Michael J. McDonald hold at Fidelity D & D Bancorp (FDBC)?

Michael J. McDonald is identified in the filing as a director and officer of Fidelity D & D Bancorp. His officer title is listed as Vice Chairman, and the reported restricted stock grant represents part of his equity-based compensation.