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  4. [Form 4] FIDELITY D & D BANCORP INC Insider Trading Activity

Fidelity D & D (NASDAQ: FDBC) CFO receives 1,590 restricted shares and reports SARs

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

Rhea-AI Filing Summary

Fidelity D & D Bancorp Treasurer & CFO Salvatore R. DeFrancesco Jr. reported an equity award and updated holdings. He acquired 1,590 shares of restricted common stock on February 18, 2026 at $45.11 per share as a grant or award, bringing his direct common stock holdings to 36,506.8647 shares.

The restricted stock follows a three-year cliff vesting schedule of 0%, 0% and 100%, and will be fully vested on February 18, 2029. He also reported 11,028 stock appreciation rights, all of which have vested, with grant prices of $26.17, $49.50 and $59.70, expiring between 2027 and 2029.

Positive

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Insider DEFRANCESCO SALVATORE R JR
Role Treasurer & CFO
Type Security Shares Price Value
Grant/Award Common Stock, Restricted 1,590 $45.11 $72K
holding Stock Appreciation Rights -- -- --
Holdings After Transaction: Common Stock, Restricted — 36,506.865 shares (Direct); Stock Appreciation Rights — 11,028 shares (Direct)
Footnotes (1)
  1. The award has a 0%, 0% and 100% three year cliff vesting schedule. The award shall be fully vested on February 18, 2029. 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: 2/6/2027 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
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)
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
Common Stock, Restricted(1) 02/18/2026 A 1,590 A $45.11 36,506.8647 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 11,028 11,028 D
Explanation of Responses:
1. The award has a 0%, 0% and 100% three year cliff vesting schedule. The award shall be fully vested on February 18, 2029.
2. 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: 2/6/2027 for the 2017 grant, 2/5/2028 for the 2018 grant and 2/4/2029 for the 2019 grant.
/s/ John Pash 02/20/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did FDBCs CFO report on this Form 4?

Fidelity D & D Bancorps Treasurer & CFO reported receiving 1,590 shares of restricted common stock as a grant. The award was recorded at $45.11 per share and increased his directly held common stock position to 36,506.8647 shares following the transaction.

How do the new restricted FDBC shares for the CFO vest over time?

The 1,590 restricted common shares granted to the CFO use a three-year cliff vesting schedule. Vesting is 0% in each of the first two years and 100% in year three, so the award becomes fully vested on February 18, 2029, if conditions are satisfied.

How many Fidelity D & D Bancorp shares does the CFO hold after this award?

After the reported grant, the CFO directly holds 36,506.8647 shares of Fidelity D & D Bancorp common stock. This figure reflects his position immediately following the acquisition of 1,590 restricted shares on February 18, 2026, as disclosed in the Form 4 filing.

What stock appreciation rights (SARs) holdings did the FDBC CFO disclose?

The CFO reported 11,028 stock appreciation rights outstanding, all fully vested. These SARs relate to 2017, 2018, and 2019 grants with grant prices of $26.17, $49.50, and $59.70, respectively, and expire between February 2027 and February 2029.

When do the Fidelity D & D Bancorp CFOs stock appreciation rights expire?

The disclosed stock appreciation rights expire in stages across several years. The 2017 grant expires on February 6, 2027, the 2018 grant on February 5, 2028, and the 2019 grant on February 4, 2029, according to the Form 4 footnotes.

Is the FDBC CFOs Form 4 transaction a purchase or an award?

The Form 4 describes the transaction as a grant or award acquisition, coded A, not an open-market purchase. It reflects 1,590 shares of restricted common stock awarded as part of compensation, rather than a traditional buy or sell transaction in the market.