Fidelity D & D (FDBC) CFO surrenders shares to cover payroll taxes

Rhea-AI Filing Summary

FIDELITY D & D BANCORP INC Treasurer & CFO Salvatore R. DeFrancesco Jr. reported a tax-related share disposition. On February 20, 2026, he surrendered 593 shares of Common Stock at $45.45 per share to cover payroll taxes on vested restricted stock. After this transaction, he directly held 35,913.8647 Common Stock shares.

The filing also notes directly held 11,028 stock appreciation rights from grants made in 2017, 2018, and 2019, all of which have vested. These rights carry grant prices of $26.17, $49.50, and $59.70 and expire in 2027, 2028, and 2029, respectively.

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^*

DEFRANCESCO SALVATORE R JR

(Last) (First) (Middle)

117 ILAINA DR

(Street)

MOOSIC PA 18507

(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)
	Treasurer & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		F		593	D	$45.45(1)	35,913.8647	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	11,028		11,028	D

Explanation of Responses:

1. Surrender of shares to cover payroll taxes on vested restricted stock.

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.

	/s/ John Pash	02/23/2026
	** 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).
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FAQ

What insider transaction did FDBC’s Treasurer & CFO report on this Form 4?

FDBC’s Treasurer & CFO reported surrendering 593 shares of Common Stock on February 20, 2026 to cover payroll taxes on vested restricted stock, a tax-withholding disposition rather than an open-market sale or purchase.

How many FDBC common shares does the CFO hold after this transaction?

After the reported tax-withholding disposition, the CFO directly holds 35,913.8647 shares of Fidelity D & D Bancorp common stock, reflecting his remaining ownership following the surrender of 593 shares to satisfy payroll tax obligations on vested restricted stock.

At what price were the FDBC shares surrendered to cover taxes?

The 593 surrendered Fidelity D & D Bancorp common shares were valued at $45.45 per share. This valuation was used for the tax-withholding disposition covering payroll taxes on the CFO’s vested restricted stock on February 20, 2026.

What stock appreciation rights does the FDBC CFO hold according to this filing?

The CFO holds 11,028 stock appreciation rights, all vested. These arise from 2017, 2018, and 2019 grants with grant prices of $26.17, $49.50, and $59.70, providing potential value if the stock trades above those levels before expiration.

When do the FDBC stock appreciation rights held by the CFO expire?

The stock appreciation rights expire on specific future dates: February 6, 2027 for the 2017 grant, February 5, 2028 for the 2018 grant, and February 4, 2029 for the 2019 grant, if not exercised earlier under their terms.

Does this FDBC Form 4 show an open-market sale by the CFO?

The Form 4 does not show an open-market sale. It reports a tax-withholding disposition, where 593 shares were surrendered to cover payroll taxes on vested restricted stock, a common administrative transaction rather than a discretionary stock sale.