Fidelity D & D (FDBC) secretary receives 2,500-share restricted stock award

Rhea-AI Filing Summary

COGNETTI JOHN T reported acquisition or exercise transactions in this Form 4 filing.

FIDELITY D & D BANCORP INC director and secretary John T. Cognetti received an award of 2,500 shares of restricted common stock on 2026-02-18 at a reference price of $45.11 per share. The award vests over three years, with one-third, or thirty three and one third percent, vesting each year. Following this grant, he directly holds 27,508 shares. The filing also reports 4,325 common shares held indirectly through his spouse.

Insider Trade Summary

Net Buyer: 2,500 shares

Net Buy 2 txns

Insider COGNETTI JOHN T

Role Secretary

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

Holdings After Transaction: Common Stock, Restricted — 27,508 shares (Direct); Common Stock — 4,325 shares (Indirect, Spouse)

Footnotes (1)

1. F1. 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.

FAQ

What insider transaction did FDBC report for John T. Cognetti?

FIDELITY D & D BANCORP INC reported that John T. Cognetti received an award of 2,500 shares of restricted common stock. The shares were recorded at a price of $45.11 per share, increasing his directly held position to 27,508 common shares after the transaction.

How does the restricted stock award to FDBC’s secretary vest over time?

The restricted stock award to FDBC’s secretary vests over a three-year schedule. It becomes fully vested through annual installments, with one third, described as thirty three and one third percent, of the award vesting each year until the full amount is vested.

What is John T. Cognetti’s direct share ownership in FDBC after this Form 4?

After the reported award, John T. Cognetti directly owns 27,508 shares of FIDELITY D & D BANCORP INC common stock. This total reflects the addition of 2,500 restricted shares granted on February 18, 2026, as shown in the Form 4 insider filing.

Are there any indirect FDBC share holdings associated with John T. Cognetti?

Yes. The Form 4 reports 4,325 FIDELITY D & D BANCORP INC common shares held indirectly through his spouse. This indirect ownership is reported separately from his direct holdings and is identified in the filing with the nature of ownership described as “Spouse.”

What transaction code and direction apply to the FDBC restricted stock award?

The restricted stock award is coded as an “A” transaction, meaning a grant, award, or other acquisition. The transaction direction is classified as an acquisition rather than an open-market purchase or sale, consistent with equity awards typically reported on Form 4.

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Accepted by SEC EDGAR 02/19/2026 - 06:08 PM Learn about SEC filing dates

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^*

COGNETTI JOHN T

(Last) (First) (Middle)

29 GRAYCE STREET

(Street)

DALTON PA 18414

(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)
	Secretary

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	27,508	D
Common Stock								4,325	I	Spouse

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.