Insider grant: Fidelity D & D Bancorp (FDBC) awards 1,000 shares

Rhea-AI Filing Summary

Gray Peter A reported acquisition or exercise transactions in this Form 4 filing.

FIDELITY D & D BANCORP INC Executive VP & CLO Peter A. Gray reported an equity award of 1,000 shares of restricted common stock on February 18, 2026 at $45.11 per share. Following this grant, his direct holdings total 2,765 shares.

The restricted stock follows a three-year cliff vesting schedule, with 100% of the award vesting on February 18, 2029. Until vesting, the shares remain subject to forfeiture conditions set by the company’s award terms.

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

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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^*

Gray Peter A

(Last) (First) (Middle)

1005 ZUCKSVILLE ROAD

(Street)

EASTON PA 18040

(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)
	Executive VP & CLO

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		1,000	A	$45.11	2,765	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 has a 0%, 0% and 100% three year cliff vesting schedule. The award shall be fully vested on February 18, 2029.

	/s/ John Pash	02/18/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did FDBC report for Peter A. Gray?

FIDELITY D & D BANCORP INC reported that Executive VP & CLO Peter A. Gray received an award of 1,000 restricted common shares on February 18, 2026. This was a grant or award acquisition, not an open-market stock purchase or sale.

How many FDBC shares does Peter A. Gray now hold after this award?

After the reported award, Peter A. Gray directly holds 2,765 FDBC common shares. This total includes the newly granted 1,000 restricted shares, which are subject to vesting conditions and will fully vest on February 18, 2029 under the plan’s terms.

Was the FDBC insider transaction a market purchase or an equity award?

The Form 4 shows a grant or award acquisition of restricted stock, coded “A,” rather than a market purchase. 1,000 restricted common shares were awarded at a reference price of $45.11 per share, consistent with standard equity compensation practices for executives.

What is the vesting schedule for Peter A. Gray’s 1,000 FDBC restricted shares?

The 1,000 restricted shares follow a three-year cliff vesting schedule. According to the disclosure, 0% vests in years one and two, and 100% vests on February 18, 2029, when the entire award becomes fully vested if conditions are satisfied.

What role does Peter A. Gray hold at FIDELITY D & D BANCORP INC?

Peter A. Gray is identified as Executive Vice President & Chief Legal Officer (CLO) of FIDELITY D & D BANCORP INC. The reported Form 4 transaction reflects equity compensation related to his executive role, specifically an award of restricted common stock under the company’s plans.

At what price was Peter A. Gray’s FDBC restricted stock award valued?

The 1,000 restricted common shares were reported with a price of $45.11 per share. This price is used for reporting purposes on the Form 4 and helps quantify the grant’s value, though the award itself is not an open-market purchase transaction.