Fidelity D & D (FDBC) vice chair buys 10,414.497 new shares

Rhea-AI Filing Summary

Fidelity D & D Bancorp director and vice chairman Michael J. McDonald reported buying 10,414.497 shares of common stock on February 5, 2026 at $48.01 per share. After this purchase, he directly holds 181,227.9595 shares of common stock.

He also reports indirect beneficial ownership of 167,406.8201 shares, held as co‑executor of an estate and through his spouse and child. This filing reflects an increase in his direct ownership stake in Fidelity D & D Bancorp.

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

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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^*

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)
02/05/2026

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	02/05/2026		P		10,414.497	A	$48.01	181,227.9595	D
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:

	/s/ John Pash	02/09/2026
	** 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’s Michael J. McDonald report?

Michael J. McDonald reported buying 10,414.497 shares of Fidelity D & D Bancorp common stock. The purchase occurred on February 5, 2026, and was reported at a price of $48.01 per share as a direct ownership transaction.

At what price did the FDBC insider buy the 10,414.497 shares?

The shares were purchased at $48.01 per share. This price applies to the 10,414.497 Fidelity D & D Bancorp common shares acquired on February 5, 2026, and is disclosed as the transaction’s per-share purchase price in the Form 4.

How many FDBC shares does Michael J. McDonald own directly after the trade?

After the reported purchase, Michael J. McDonald directly owns 181,227.9595 shares of Fidelity D & D Bancorp common stock. This total reflects his direct holdings immediately following the February 5, 2026 transaction reported on the Form 4.

What indirect FDBC share holdings are reported for Michael J. McDonald?

He reports indirect beneficial ownership of 167,406.8201 Fidelity D & D Bancorp shares. These indirect holdings are described as being held as co‑executor of an estate and through his spouse and child, according to the Form 4 disclosure.

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

Michael J. McDonald is listed as both a director and an officer of Fidelity D & D Bancorp. His officer title is Vice Chairman, indicating a senior leadership and governance position at the company in addition to his board role.

Was this FDBC insider transaction a purchase or a sale of shares?

The insider transaction was a purchase of shares. The Form 4 uses transaction code “P” for the 10,414.497 Fidelity D & D Bancorp common shares acquired on February 5, 2026, indicating an open‑market or private purchase.