Director Paul Woelkers awarded 2,500 restricted shares in FDBC (NASDAQ: FDBC)

Rhea-AI Filing Summary

Woelkers Paul C. reported acquisition or exercise transactions in this Form 4 filing.

Fidelity D & D Bancorp director Paul C. Woelkers received a grant of 2,500 shares of restricted common stock at $45.11 per share. The award vests over three years, with one-third becoming vested each year. Following this grant, his directly held stake totals 82,025.7458 shares.

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^*

Woelkers Paul C.

(Last) (First) (Middle)

916 OLD LOGGER ROAD

(Street)

MOSCOW 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
	Officer (give title below)		Other (specify below)

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
Restricted Common Stock(1)	02/18/2026		A		2,500	A	$45.11	82,025.7458	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

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/ Felicity Chee	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).
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FAQ

What insider transaction did Paul C. Woelkers report for FDBC?

Paul C. Woelkers reported receiving a grant of 2,500 shares of restricted common stock. This equity award reflects part of his compensation as a director and increases his directly held Fidelity D & D Bancorp stake to 82,025.7458 shares after the transaction.

At what price was Paul C. Woelkers’ restricted stock grant in FDBC valued?

The restricted stock grant to Paul C. Woelkers was valued at $45.11 per share. This price is used to record the grant’s value for reporting purposes and does not represent an open-market purchase or sale transaction in Fidelity D & D Bancorp shares.

How does the vesting schedule work for Paul C. Woelkers’ FDBC restricted shares?

The 2,500 restricted shares granted to Paul C. Woelkers vest over three years. One-third of the award vests each year, effectively a thirty-three and one-third percent annual vesting schedule, which ties his equity compensation to continued service over that period.

How many Fidelity D & D Bancorp shares does Paul C. Woelkers own after this grant?

After receiving the 2,500-share restricted stock award, Paul C. Woelkers directly owns 82,025.7458 shares of Fidelity D & D Bancorp common stock. This total includes the newly granted restricted shares, subject to their three-year, one-third-per-year vesting schedule.

Was Paul C. Woelkers’ FDBC transaction a market purchase or a compensation grant?

The transaction was a compensation-related grant of restricted common stock, not a market purchase. The Form 4 identifies the code as a grant, award, or other acquisition, indicating these 2,500 shares were issued as part of his director compensation package.