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FIDELITY D & D BANCORP INC

For the period ended Dec 31, 2025. Filed Mar 13, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 13, 2026

FDBC$68.51-0.3%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Table of Contents

Part I.
Item 1.Business4
Item 1A.Risk Factors6
Item 1B.Unresolved Staff Comments15
Item 1C.Cybersecurity16
Item 2.Properties17
Item 3.Legal Proceedings17
Item 4.Mine Safety Disclosures17
Part II.
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities18
Item 6.[Reserved]20
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operation20
Item 7A.Quantitative and Qualitative Disclosures About Market Risk56
Item 8.Report of Independent Registered Public Accounting Firm57
Item 8.Financial Statements and Supplementary Data57
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure115
Item 9A.Controls and Procedures115
Item 9B.Other Information115
Item 9C.Disclosure Relating to Foreign Jurisdictions that Prevent Inspections115
Part III.
Item 10.Directors, Executive Officers and Corporate Governance116
Item 11.Executive Compensation116
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters116
Item 13.Certain Relationships and Related Transactions, and Director Independence117
Item 14.Principal Accountant Fees and Services117
Part IV.
Item 15.Exhibits and Financial Statement Schedules118
Signatures121

PART I

Forward-Looking Statements

Certain of the matters discussed in this Annual Report on Form 10-K may constitute forward-looking statements for purposes of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and as such may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. The words “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” and similar expressions are intended to identify such forward-looking statements.

The Company’s actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation:

■local, regional and national economic conditions and changes thereto;
■the short-term and long-term effects of inflation, and rising costs to the Company, its customers and on the economy;
■the risks of changes and volatility of interest rates on the level and composition of deposits, loan demand, and the values of loan collateral, securities and interest rate protection agreements, as well as interest rate risks;
■securities markets and monetary fluctuations and volatility;
■disruption of credit and equity markets;
■impacts of the capital and liquidity requirements of the Basel III standards and other regulatory pronouncements, regulations and rules;
■governmental monetary and fiscal policies, as well as legislative and regulatory changes;
■effects of short- and long-term federal budget and tax negotiations and their effect on economic and business conditions;
■the costs and effects of litigation and of unexpected or adverse outcomes in such litigation;
■the impact of new or changes in existing laws and regulations, including laws and regulations concerning taxes, banking, securities and insurance and their application with which the Company and its subsidiaries must comply;
■the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Financial Accounting Standards Board and other accounting standard setters;
■the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in our market area and elsewhere, including institutions operating locally, regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone, computer and the internet;
■the effects of economic conditions of any pandemic, epidemic or other health-related crisis such as COVID-19 and responses thereto on current customers and the operations of the Company, specifically the effect of the economy on loan customers’ ability to repay loans;
■the effects of bank failures, banking system instability, deposit fluctuations, loan and securities value changes;
■technological changes;
■the interruption or breach in security of our information systems, continually evolving cybersecurity and other technological risks and attacks resulting in failures or disruptions in customer account management, general ledger processing and loan or deposit updates and potential impacts resulting therefrom including additional costs, reputational damage, regulatory penalties, and financial losses;
■acquisitions and integration of acquired businesses;
■the failure of assumptions underlying the establishment of reserves for loan losses and estimations of values of collateral and various financial assets and liabilities;
■acts of war, terrorism, or armed conflict; and
■the risk that our analyses of these risks and forces could be incorrect and/or that the strategies developed to address them could be unsuccessful.

The Company cautions readers not to place undue reliance on forward-looking statements, which reflect analyses only as of the date of this document. The Company has no obligation to update any forward-looking statements to reflect events or circumstances after the date of this document.

Readers should review the risk factors described in this document and other documents that we file or furnish, from time- to-time, with the Securities and Exchange Commission, including quarterly reports filed on Form 10-Q and any current reports filed or furnished on Form 8-K.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.