Fidelity D & D Bancorp (FDBC) chair awarded 2,500 restricted shares

Rhea-AI Filing Summary

Fidelity D & D Bancorp chairman Brian J. Cali reported an equity award of restricted common stock. He acquired 2,500 restricted shares on February 18, 2026 at a reference price of $45.11 per share as a grant or award, increasing his directly held stake to 423,948.309 shares.

The award is scheduled to vest over three years, with one third of the shares vesting each year, so full vesting occurs only after the three-year period. The filing also notes 1,833.8291 common shares held indirectly for his children, reflecting an additional indirect ownership position.

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^*

CALI BRIAN J

(Last) (First) (Middle)

1241 DECEMBER DRIVE

(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)
	Chairman of the Board

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		2,500	A	$45.11	423,948.309	D
Common Stock								1,833.8291	I	Children

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/ John Pash	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 FDBC chairman Brian J. Cali report?

Brian J. Cali reported an equity award of 2,500 restricted common shares. The award was recorded at a reference price of $45.11 per share and represents a grant or award acquisition rather than an open-market purchase or sale.

How many FDBC restricted shares did Brian J. Cali acquire in this Form 4?

He acquired 2,500 shares of restricted common stock. These shares are subject to a three-year vesting schedule, with one third vesting each year, so he receives full unrestricted ownership only after the full vesting period.

What is the vesting schedule for Brian J. Cali’s FDBC restricted stock award?

The restricted stock award vests over three years. One third of the shares vest each year, or approximately thirty-three and one third percent annually, meaning the award becomes fully vested only at the end of the three-year schedule.

What is Brian J. Cali’s FDBC direct share ownership after this award?

After the award, Brian J. Cali directly holds 423,948.309 common shares. This figure includes the newly granted restricted stock, reflecting his total direct ownership position reported as of the award date in the Form 4 filing.

Does Brian J. Cali report any indirect ownership of FDBC shares?

Yes. The filing lists 1,833.8291 common shares held indirectly for his children. This indirect position is separate from his direct holdings and is identified in the Form 4 with a nature of ownership description of “Children.”

Is the FDBC restricted stock award to Brian J. Cali an open-market purchase?

No. The filing classifies the transaction with code A as a grant, award, or other acquisition. This indicates the shares were awarded as compensation rather than bought in the open market at the prevailing share price.