FIDELITY D & D BANCORP INC 8-K

What Happened
Fidelity D & D Bancorp, Inc. (and its bank subsidiary, The Fidelity Deposit and Discount Bank) filed an 8-K reporting that on January 2, 2026 the boards elected Rocco DelVecchio and James Clemente, CPA, MT as directors. Mr. DelVecchio was named a Class B director to serve until the 2026 annual meeting of shareholders; Mr. Clemente was named a Class C director to serve until the 2028 annual meeting.

Key Details

• Appointment date: January 2, 2026.
• Director terms: DelVecchio — Class B (until 2026 annual meeting); Clemente — Class C (until 2028 annual meeting).
• Committee assignments: DelVecchio — ALCO, Credit Administration, Loan, Nominating, Risk Management; Clemente — Audit, Credit Administration, Loan, Nominating, Risk Management, Trust/Investments.
• No special arrangements or reportable transactions under Item 404(a) of Regulation S-K; compensation limited to standard nonemployee director fees.

Why It Matters
Board changes affect corporate oversight and committee expertise. Clemente’s assignment to the Audit and Trust/Investments committees and DelVecchio’s placement on ALCO and risk-related committees may influence governance and oversight of finance, credit and risk matters going forward. The differing term lengths (through 2026 vs. 2028) set the near- and mid-term composition of the board for shareholders to monitor. The company furnished a press release as Exhibit 99.1.