fdbc20251224_8ka.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 12, 2025
FIDELITY D & D BANCORP, INC.
(Exact name of Registrant as specified in its charter)
| Pennsylvania | 001-38229 | 23-3017653 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| Blakely and Drinker Streets, Dunmore, PA | 18512 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (570) 342-8281
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, no par value | FDBC | The NASDAQ Stock Market, LLC |
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
CURRENT REPORT ON FORM 8-K
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 18, 2025, Fidelity D & D Bancorp, Inc. (the “Company”) filed a Current Report on Form 8-K, dated December 12, 2025, regarding, among other things, the entry into a separation and release with Michael J. Pacyna, Jr. and Fidelity Deposit and Discount Bank (the "Bank"), the wholly owned subsidiary of the Company. This Current Report on Form 8-K/A (the "Amendment") is being filed to amend our Current Report. The sole purpose of this Amendment is to file an amended and restated separation and release dated as of December 23, 2025 effective December 11, 2025 between Mr. Pacyna and the Bank (the “Amended and Restated Separation Agreement”), to fix correct certain clerical and drafting errors and update terms in the agreement filed as Exhibit 10.1 with the Current Report. The Amended and Restated Separation Agreement is attached hereto as Exhibit 10.1, the text of which is incorporated herein by reference. No other changes have been made to the Current Report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description |
| 10.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| FIDELITY D & D BANCORP, INC. (Registrant) | ||
| Dated: December 26, 2025 | /s/ Salvatore R. DeFrancesco, Jr. | |
| Salvatore R. DeFrancesco, Jr. | ||
| Treasurer and Chief Financial Officer |