8-K

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): November 3, 2025

FIDELITY D & D BANCORP, INC.

(Exact name of registrant as specified in its charter)

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:

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. ☐

FIDELITY D & D BANCORP, INC.

CURRENT REPORT ON FORM 8-K

ITEM 8.01 Other Events

On November 3, 2025, Charles Hangen joined The Fidelity Deposit and Discount Bank (the “Bank”), the wholly-owned subsidiary of Fidelity D & D Bancorp, Inc. (the “Corporation”), as Senior Vice President and Chief Risk Officer. A press release regarding Mr. Hangen's hire is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 8.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ex_880754.htm

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:

Tara Smith

VP & Director of Marketing

(570) 504.2231

Tara.Smith@fddbank.com

Charles Hangen Joins Fidelity Bank as Senior Vice President and Chief Risk Officer

Dunmore, PA – November 3, 2025 – Daniel J. Santaniello, President and CEO of Fidelity Bank, is pleased to announce that Charles Hangen has joined Fidelity Bank as SVP, Chief Risk Officer.

Hangen **** will be responsible for safeguarding the Bank’s strategic integrity, this role leads to the identification and mitigation of critical competitive, regulatory, and technological risks. He will be focused on advancing the enterprise risk management framework and ensuring robust policies and procedures that adapt to an evolving financial landscape.

In making this announcement, Santaniello stated, “Charles brings a wealth of expertise in risk management and strategic leadership. His deep understanding of regulatory frameworks and proven ability to mitigate complex risks will be instrumental as we strengthen our foundation and continue delivering secure, innovative financial solutions to our clients.”

Currently residing in Nazareth, PA, Hangen is a graduate of Northampton Area High School and graduated from Bloomsburg University in 1994. He has completed the American Bankers Association Stonier Graduate School of Banking, the Wharton Leadership Program, Central Bankers School of Commercial Lending, and has also been recognized as a Northampton Area Konkrete Kids Education Foundation 2019 Distinguished Alumni Inductee.

Reflecting on his new role, Hagen shared, “I am excited for a new challenge with a financial institution dedicated to the communities they serve.”

Outside of the bank, he is involved in his community as Bethlehem Steel Travel Softball assistant coach and a Blue Eagles Basketball assistant coach.

About Fidelity Bank

Fidelity Bank has built a strong history as a trusted financial advisor and continues its mission of exceeding client expectations through a unique banking experience. It operates 21 full-service offices throughout Lackawanna, Luzerne, Lehigh, and Northampton Counties, along with a limited production commercial office in Luzerne County and a Fidelity Bank Wealth Management Office in Schuylkill County. Fidelity Bank provides a digital banking experience online at www.bankatfidelity.com, through the Fidelity Mobile Banking app, and in the Client Care Center at 1-800-388-4380. Part of the Company’s vision is to serve as the best bank for the community, which was accomplished by having provided over 5,960 hours of volunteer time and over $1.5 million in donations to non-profit organizations directly within the markets served throughout 2024. Fidelity Bank's deposits are insured by the Federal Deposit Insurance Corporation up to the full extent permitted by law.