Fidelity D & D (NASDAQ: FDBC) CEO logs restricted stock grant and share gift

Rhea-AI Filing Summary

FIDELITY D & D BANCORP INC President & CEO Daniel J. Santaniello reported several equity-related changes. On February 18, 2026, he acquired 3,313 shares of restricted common stock at $45.11 per share under a three-year 0%, 0%, 100% cliff vesting schedule that will fully vest on February 18, 2029. On February 20, 2026, he disposed of 100 shares of common stock in a transaction classified as a bona fide gift, leaving him with 63,732.7246 common shares held directly after that transfer. He also reported 13,626 stock appreciation rights held directly, all of which have vested and expire between February 6, 2027 and February 4, 2029.

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^*

SANTANIELLO DANIEL J

(Last) (First) (Middle)

307 RELDA ROAD

(Street)

ROARING BROOK TWP. PA 18444

(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)
	President & CEO

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		3,313	A	$45.11	63,832.7246	D
Common Stock	02/20/2026		G		100	D	(5)	63,732.7246	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	13,626		13,626	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.

5. bona fide gift

	/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.
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FAQ

What insider transactions did FDBC President & CEO Daniel J. Santaniello report?

Santaniello reported one equity award and one gift. He received 3,313 restricted common shares at $45.11 on February 18, 2026, and made a bona fide gift of 100 common shares on February 20, 2026.

How does the new restricted stock award for FDBC’s CEO vest?

The restricted stock award vests on a three-year cliff schedule. It has 0%, 0%, and 100% vesting over three years, becoming fully vested on February 18, 2029, meaning no shares vest before that date, then all vest at once.

How many FDBC common shares does the CEO hold after these transactions?

After the reported transactions, Santaniello holds 63,732.7246 common shares directly. This figure reflects the grant of restricted shares and the bona fide gift of 100 shares, as disclosed in the Form 4 ownership totals.

What were the details of Daniel Santaniello’s bona fide gift of FDBC shares?

The filing reports a bona fide gift of 100 common shares on February 20, 2026. The transaction carried a reported price per share of $0.00, consistent with a non-cash gift transfer rather than an open-market sale.

What stock appreciation rights positions does the FDBC CEO report holding?

Santaniello reports holding 13,626 stock appreciation rights directly, all of which have vested. The footnotes state they were granted in 2017, 2018, and 2019 and expire between February 6, 2027 and February 4, 2029.

What grant prices apply to the FDBC CEO’s stock appreciation rights?

The stock appreciation rights were granted at three exercise prices. The footnotes list a 2017 grant at $26.17, a 2018 grant at $49.50, and a 2019 grant at $59.70, all of which are now fully vested.