Filing Analysis
Fidelity D & D Bancorp, Inc. filed an 8-K to furnish its quarterly results of operations for the period ended June 30, 2026. The filing is a standard regulatory requirement for reporting earnings and does not contain adverse news in the text provided.
📋 Key Facts
- The company reported results of operations for the quarter and year-to-date ended June 30, 2026.
- The announcement was made via press release dated July 22, 2026.
- The filing is pursuant to Item 2.02 (Results of Operations and Financial Condition).
Fidelity D & D Bancorp, Inc. reported the results of its 2026 Annual Meeting of Shareholders and furnished a management presentation. Shareholders elected three Class B directors and ratified the company's independent auditor for the 2026 fiscal year.
📋 Key Facts
- The annual meeting was held on May 5, 2026, with 80% of outstanding shares (4,689,629 shares) represented.
- William J. Joyce, Sr., Rocco A. DelVecchio, and Alan Silverman were elected as Class B Directors for terms expiring in 2029.
- Wolf & Company, P.C. was ratified as the independent registered public accounting firm for the year ending December 31, 2026, with 4,662,225 votes in favor.
- A management presentation delivered at the meeting was furnished as Exhibit 99.1 under Regulation FD.
Fidelity D & D Bancorp, Inc. adopted amended and restated bylaws effective April 21, 2026, primarily to align with the Pennsylvania Business Corporation Law. The updates include mandatory indemnification for directors and officers and the creation of a Vice Chairman position.
📋 Key Facts
- Board approved Amended and Restated Bylaws on April 21, 2026
- Indemnification provisions shifted from permissive to mandatory under Article 23
- Created the position of Vice Chairman of the Board under Article 18
- Updated notice provisions to include email and electronic technology under Article 32
- Revised fiduciary and business judgment descriptions to conform with the Pennsylvania Business Corporation Law of 1988
Fidelity D & D Bancorp, Inc. announced its financial results for the first quarter ended March 31, 2026. The filing is a routine disclosure used to furnish the company's quarterly earnings press release to the SEC.
📋 Key Facts
- The report covers the results of operations for the quarter ended March 31, 2026.
- The press release was issued and the 8-K was filed on April 22, 2026.
- The information was furnished under Item 2.02 and is not deemed 'filed' for purposes of Section 18 of the Exchange Act.
Fidelity D & D Bancorp, Inc. announced the appointment of Peter Gray to the Executive Management Team of its subsidiary, The Fidelity Deposit and Discount Bank.
📋 Key Facts
- Peter Gray has joined as Executive Vice President, Chief Lending Officer and Lehigh Valley Market President.
- The appointment is effective as of February 5, 2026.
- Mr. Gray will serve within the wholly-owned subsidiary, The Fidelity Deposit and Discount Bank.
Fidelity D & D Bancorp, Inc. filed an 8-K to furnish its quarterly and year-to-date results of operations for the period ended December 31, 2025.
📋 Key Facts
- Report date: January 28, 2026
- Reporting Period: Quarter and Year-to-Date ended December 31, 2025
- The filing is a standard earnings release under Item 2.02.
- Information provided is furnished but not 'filed' for purposes of Section 18 liability.
Fidelity D & D Bancorp, Inc. announced the election of two new directors to its Board of Directors for both the Corporation and its subsidiary, The Fidelity Deposit and Discount Bank.
📋 Key Facts
- Rocco DelVecchio elected as Class B director; term ends at 2026 annual meeting of shareholders.
- James Clemente, CPA, MT elected as Class C director; term ends at 2028 annual meeting of shareholders.
- Mr. DelVecchio appointed to ALCO, Credit Administration, Loan, Nominating and Risk Management Committees.
- Mr. Clemente appointed to Audit, Credit Administration, Loan, Nominating, Risk Management and Trust/Investments Committees.
This 8-K filing is an amendment to a previous report regarding the separation of Michael J. Pacyna, Jr. from Fidelity D & D Bancorp, Inc. and its subsidiary. The purpose of this specific amendment is to file an amended and restated separation agreement to correct clerical errors and update terms.
🚩 Red Flags
- None identified; this is a corrective amendment to an existing officer departure disclosure.
📋 Key Facts
- The filing is an amendment (8-K/A) to a previously filed report dated December 12, 2025.
- The subject of the departure is Michael J. Pacyna, Jr.
- The purpose of the amendment is to file an 'Amended and Restated Separation Agreement' effective December 11, 2025.
- The amendment was filed to fix clerical and drafting errors in the original Exhibit 10.1.
- The filing was signed by Salvatore R. DeFrancesco, Jr., Treasurer and Chief Financial Officer on December 26, 2025.
Fidelity D & D Bancorp, Inc. announced the termination of Michael J. Pacyna Jr., Executive Vice President and Chief Credit Officer, effective December 12, 2025. His responsibilities are being reassigned to the Bank's Chief Risk Officer.
🚩 Red Flags
- Sudden departure of a key executive (Chief Credit Officer) in a banking institution.
- Reassignment of credit functions to the Chief Risk Officer suggests a consolidation or restructuring of oversight responsibilities.
📋 Key Facts
- Michael J. Pacyna Jr. terminated as EVP and Chief Credit Officer on Dec 12, 2025.
- Separation agreement includes severance for 28 weeks and a 2025 executive bonus of $239,975.02 payable in Jan 2026.
- Potential additional conditional severance of up to $46,587.64 (80% of weekly salary for 12 weeks).
- Health insurance premiums covered through June 30, 2026, with a possible extension to Sept 30, 2026.
- Non-compete covenant reduced from 2 years to 15 months.
- All departments previously managed by the Chief Credit Officer are being reassigned to the Chief Risk Officer.
Fidelity D & D Bancorp, Inc. announced the appointment of Charles Hangen as Senior Vice President and Chief Risk Officer for its wholly-owned subsidiary, The Fidelity Deposit and Discount Bank.
📋 Key Facts
- Charles Hangen joined the Bank on November 3, 2025.
- New role: Senior Vice President and Chief Risk Officer.
- The appointment is at the subsidiary level (The Fidelity Deposit and Discount Bank).
Fidelity D & D Bancorp, Inc. filed an 8-K to furnish its quarterly results of operations for the period ended September 30, 2025. The filing serves as a formal mechanism to release earnings data via a press release.
📋 Key Facts
- Report date: October 22, 2025
- Reporting period: Quarter and year-to-date ended September 30, 2025
- The filing includes Exhibit 99.1 containing the earnings press release
- Information is furnished under Item 2.02 and not 'filed' for liability purposes under Section 18 of the Exchange Act
Fidelity D & D Bancorp, Inc. announced the immediate retirement of Richard M. Hotchkiss from his position as a Class C Director effective September 17, 2025. The departure is characterized as a standard retirement and not due to any disagreement with the company or its subsidiary.
📋 Key Facts
- Richard M. Hotchkiss retired as a Class C Director effective September 17, 2025.
- The retirement applies to both Fidelity D & D Bancorp, Inc. and its wholly-owned subsidiary, The Fidelity Deposit and Discount Bank.
- Mr. Hotchkiss has served on the Boards of Directors since 2020.
- The company explicitly stated the retirement was not due to any disagreement regarding operations, policies, or practices.
Fidelity D & D Bancorp, Inc. filed an 8-K to furnish its quarterly results of operations and financial condition for the period ended June 30, 2025.
📋 Key Facts
- The filing reports results of operations for the quarter and year-to-date ended June 30, 2025.
- A press release containing the financial results was issued on July 23, 2025 (Exhibit 99.1).
- The report is filed pursuant to Item 2.02 of Form 8-K.
Fidelity D & D Bancorp, Inc. announced the retirement of Eugene J. Walsh from his dual roles as Vice President/COO of the holding company and Executive Vice President/COO of the Bank.
📋 Key Facts
- Eugene J. Walsh is retiring from his positions as VP and COO of Fidelity D & D Bancorp, Inc.
- Mr. Walsh also serves as EVP and COO of the wholly-owned subsidiary, Fidelity Deposit and Discount Bank.
- The effective date of retirement is July 25, 2025.
- The announcement was made on July 11, 2025.
Fidelity D & D Bancorp, Inc. announced a leadership transition for Michael J. Pacyna, Jr., who is moving from Chief Lending Officer to the newly created role of Chief Credit Officer.
🚩 Red Flags
- None identified; this appears to be a standard internal reorganization/promotion rather than a departure from the company.
📋 Key Facts
- Effective date of transition: July 9, 2025.
- Michael J. Pacyna, Jr. transitioned from Executive Vice President and Chief Lending Officer to Executive Vice President and Chief Credit Officer.
- The new role includes oversight of Credit and Credit Administration (previously under the COO), Loan Operations Department, and Special Assets and Collections Department.
- The move is intended to streamline organizational efficiency.
Fidelity D & D Bancorp, Inc. reported the results of its 2025 annual meeting of shareholders held on May 6, 2025. The filing details the election of four Class C Directors and the ratification of Wolf & Company, P.C. as independent auditors.
📋 Key Facts
- Annual meeting held on May 6, 2025, with 4,529,834 shares (78% of outstanding) represented.
- Four Class C Directors elected: Brian J. Cali, Richard M. Hotchkiss, Daniel J. Santaniello, and Paul C. Woelkers; terms expire in 2028.
- Wolf & Company, P.C. was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
- Shareholders approved executive compensation (Say-on-Pay) via a non-binding vote.
- Shareholders approved a 3-year frequency for compensation votes.
Fidelity D & D Bancorp, Inc. filed an 8-K to furnish its quarterly results of operations and financial condition for the period ended March 31, 2025.
📋 Key Facts
- Report date: April 23, 2025
- Reporting period: Quarter and year-to-date ended March 31, 2025
- The filing is pursuant to Item 2.02 (Results of Operations and Financial Condition)
- Information furnished under Item 2.02 is not considered 'filed' for purposes of Section 18 liability.
Fidelity D & D Bancorp, Inc. filed an 8-K to report its quarterly and year-to-date financial results for the period ended December 31, 2024. The company also disclosed participation in the 2025 Janney CEO Forum by its top executives.
📋 Key Facts
- Reported earnings/financial condition for the quarter and year-to-date ended December 31, 2024 (Item 2.02).
- CEO Daniel J. Santaniello and CFO Salvatore R. Defrancesco, Jr. presented at the 2025 Janney CEO Forum.
- The filing includes an investor presentation as Exhibit 99.2.
Fidelity D & D Bancorp, Inc. filed an 8-K to furnish its quarterly results of operations for the period ended September 30, 2024.
📋 Key Facts
- The filing reports results of operations and financial condition for the quarter and year-to-date ended September 30, 2024.
- The report was filed on October 23, 2024.
- A press release containing the detailed financial results is attached as Exhibit 99.1.
Fidelity D & D Bancorp, Inc. filed an 8-K to furnish its quarterly results of operations for the period ended June 30, 2024. The filing serves as a formal announcement of the company's financial performance via a press release.
📋 Key Facts
- Report date: July 24, 2024
- Reporting period: Quarter and year-to-date ended June 30, 2024
- The filing is pursuant to Item 2.02 (Results of Operations and Financial Condition)
- Financial results were released via press release dated July 24, 2024 (Exhibit 99.1)
Fidelity D & D Bancorp, Inc. announced the entry into two new compensation agreements for Ruth Turkington, Executive Vice President and Chief Consumer Banking Officer: a Supplemental Executive Retirement Plan (SERP) and a Split Dollar Life Insurance Agreement.
🚩 Red Flags
- Executive compensation structures (SERP) can represent significant long-term liabilities for micro-cap banks.
📋 Key Facts
- Effective June 28, 2024, the Bank entered into a SERP agreement with Ruth Turkington.
- The SERP involves monthly credits of $5,417 to an account until age 70 or termination of employment.
- SERP accounts accrue interest at a fixed annual rate of 4.00%, compounded monthly.
- A Split Dollar Life Insurance Agreement was also entered into, providing death benefits and potential retention benefits for the participant's beneficiary.
- The Bank retains discretion to increase or decrease SERP contributions at any time.
Fidelity D & D Bancorp, Inc. reported the results of its annual meeting of shareholders held on May 7, 2024. The filing confirms the election of three Class A Directors and the ratification of Wolf & Company, P.C. as the independent auditor for the 2024 fiscal year.
📋 Key Facts
- Annual meeting held on May 7, 2024, with 78% of total shares outstanding represented (4,513,173 shares).
- Three Class A Directors elected: John T. Cognetti, Michael J. McDonald, and HelenBeth G. Vilcek; terms expire in 2027.
- Ratified the selection of Wolf & Company, P.C. as independent registered public accounting firm for the year ending December 31, 2024.
- Management delivered a presentation during the annual meeting (Exhibit 99.1).
Fidelity D & D Bancorp, Inc. filed an 8-K to furnish its quarterly results of operations for the period ended March 31, 2024. The filing serves as a formal announcement of earnings via a press release.
📋 Key Facts
- Report date: April 24, 2024
- Reporting period: Quarter and year-to-date ended March 31, 2024
- The filing includes Exhibit 99.1 containing the official press release regarding financial results.
Fidelity D & D Bancorp, Inc. filed an 8-K to furnish its quarterly earnings press release for the period ended December 31, 2023.
📋 Key Facts
- The filing relates to results of operations and financial condition for the quarter and year-to-date ended December 31, 2023.
- A press release was issued on January 24, 2024, regarding these results.
- Information provided under Item 2.02 is furnished but not 'filed' for purposes of Section 18 liability.