Form 8-K

8-K — FIDELITY D & D BANCORP INC

Accession: 0001437749-26-024048

Filed: 2026-07-22

Period: 2026-07-22

CIK: 0001098151

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — fdbc20260518_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_964897.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: fdbc20260518_8k.htm · Sequence: 1

fdbc20260518_8k.htm

false

0001098151

2026-07-22

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): July 22, 2026

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)

(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. ☐

FIDELITY D & D BANCORP, INC.

CURRENT REPORT ON FORM 8-K

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 22, 2026, Fidelity D & D Bancorp, Inc. issued a press release describing its results of operations for the quarter and year-to-date ended June 30, 2026. A copy of the related press release is being furnished as Exhibit 99.1 to this Form 8-K.

The information in this Item 2.02 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.

Exhibit Number

Description

99.1

Copy of the Press Release, dated July 22, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

FIDELITY D & D BANCORP, INC.

(Registrant)

Date: July 22, 2026

By: /s/ Salvatore R. DeFrancesco, Jr.

Salvatore R. DeFrancesco, Jr.

Treasurer and Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_964897.htm · Sequence: 2

ex_964897.htm

Exhibit 99.1

FIDELITY D & D BANCORP, INC.

FOR IMMEDIATE RELEASE

Date: July 22, 2026

Contacts:

Daniel J. Santaniello

Salvatore R. DeFrancesco, Jr.

President and Chief Executive Officer

Treasurer and Chief Financial Officer

570-504-8035

570-504-8000

FIDELITY D & D BANCORP, INC.

REPORTS SECOND QUARTER 2026 FINANCIAL RESULTS

Dunmore, PA – Fidelity D & D Bancorp, Inc. (NASDAQ: FDBC) and its banking subsidiary, The Fidelity Deposit and Discount Bank, announced its unaudited, consolidated financial results for the three and six-month periods ended June 30, 2026.

Unaudited Financial Information

Net income for the quarter ended June 30, 2026 was $7.8 million, or $1.33 per diluted share, compared to $6.9 million, or $1.20 per diluted share, for the quarter ended June 30, 2025. The $0.9 million, or 13%, increase in net income resulted primarily from a $2.9 million increase in net interest income coupled with a $0.1 million increase in non-interest income. This was partially offset by a $1.3 million increase in non-interest expense and a $0.4 million increase in the provision for credit losses due to the growth of loans and unfunded commitments.

For the six months ended June 30, 2026, net income was $15.3 million, or $2.63 diluted earnings per share, compared to $12.9 million, or $2.23 diluted earnings per share, for the six months ended June 30, 2025. The $2.4 million, or 19%, increase in net income stemmed from the $5.2 million increase in net interest income and $0.4 million increase in non-interest income. This was partially offset by a $1.9 million increase in non-interest expense and a $1.0 million increase in the provision for credit losses on loans and unfunded commitments.

“We delivered an outstanding second quarter, driven by strong revenue growth and favorable credit performance,” said Daniel J. Santaniello, President and Chief Executive Officer. “Our continued execution on key strategic initiatives propelled total assets to nearly $3.0 billion. These results reflect the strength of our franchise, the dedication of our bankers, and their unwavering commitment to the client experience. I am deeply grateful for their contributions and remain confident in our momentum and our ability to build on this success throughout the remainder of 2026.”

Consolidated Second Quarter Operating Results Overview

Net interest income was $20.8 million for the second quarter of 2026, representing a 16% increase over the $17.9 million earned for the second quarter of 2025. The $2.9 million increase in net interest income resulted from the increase of $1.9 million in interest income primarily due to a $113.1 million increase in the average balance of interest-earning assets and a 9 basis points increase in fully-taxable equivalent ("FTE") (non-GAAP measurement) yields. The loan portfolio had the most significant impact, producing a $3.2 million increase in FTE interest income from $208.2 million in higher quarterly average balances and an increase of 5 basis points in FTE loan yields. The increase in interest income was coupled with a $0.8 million decrease in interest expense on deposits due to a 28 basis points decrease in rates paid on interest-bearing deposits which more than offset the increase from $82.1 million in higher average balances compared to the second quarter of 2025.

The FTE yield on interest-earning assets was 4.86% for the second quarter of 2026, an increase of 9 basis points from 4.77% for the second quarter of 2025. The overall cost of interest-bearing liabilities was 2.24% for the second quarter of 2026, a decrease of 28 basis points from the 2.52% for the second quarter of 2025. The cost of funds decreased 22 basis points from 1.95% to 1.73% for the second quarters of 2025 and 2026, respectively. The Company’s FTE net interest spread was 2.62% for the second quarter of 2026, an increase of 37 basis points from 2.25% recorded for the second quarter of 2025. FTE net interest margin increased to 3.22% for the three months ended June 30, 2026 from 2.92% for the same period of 2025.

For the three months ended June 30, 2026, the provision for credit losses on loans was $400 thousand and the provision for credit losses on unfunded commitments was $340 thousand, compared to a $300 thousand provision for credit losses on loans and a $20 thousand provision for credit losses on unfunded commitments for the three months ended June 30, 2025. For the three months ended June 30, 2026, the increase in the provision for credit losses on loans compared to the prior year period was due to more funded loan growth. For the three months ended June 30, 2026, the increase in the provision for credit losses on unfunded commitments compared to the prior period was primarily due to higher commercial construction commitments and loan originations within the portfolio.

Total non-interest income increased $0.1 million, or 2%, to $5.5 million for the second quarter of 2026 compared to $5.4 million for the second quarter of 2025. The increase in non-interest income was primarily attributed to an increase of $0.4 million in wealth management revenue. This increase was partially offset by a $0.2 million in BOLI death benefit recognized during the second quarter of 2025.

Non-interest expenses increased $1.3 million, or 9%, for the second quarter of 2026 to $16.0 million from $14.7 million for the same quarter of 2025. The increase in non-interest expenses was attributed to added salaries and benefits expense of $0.8 million primarily due to an increase in the number of bankers quarter-over-quarter. Additionally, the Company experienced an increase of $0.2 million in professional services expenses and $0.1 million in premises and equipment expenses primarily due to costs for software and subscriptions. These increases were partially offset by a decrease of $0.2 million in advertising costs.

The provision for income taxes increased $0.3 million during the three months ended June 30, 2026 compared to the same period in 2025 primarily due to a $1.3 million increase in income before taxes.

Consolidated Year-To-Date Operating Results Overview

Net interest income was $40.2 million for the six months ended June 30, 2026 compared to $35.0 million for the six months ended June 30, 2025. The $5.2 million increase in net interest income resulted from the increase of $4.1 million in interest income primarily due to a $136.8 million increase in the average balance of interest-earning assets and a 7 basis points increase in FTE yield. The largest contributor to interest income growth was the loan portfolio which produced $5.2 million in interest income from an increase of 5 basis points in FTE loan yields on $170.7 million in higher average balances. The increase in interest income was partially offset by a decrease of $1.0 million in interest earned on the investment portfolio due to decreases of 17 basis points in yield and $49.9 million in average balances. Additionally, the Company experienced a decrease of $1.1 million in interest expense on deposits due to a 25 basis points decrease in rates paid on interest-bearing deposits which more than offset the increase from $109.9 million in higher average balances during the first half of 2026.

The overall cost of interest-bearing liabilities was 2.25% for the six months ended June 30, 2026 compared to 2.51% for the six months ended June 30, 2025. The cost of funds decreased 19 basis points to 1.75% for the six months ended June 30, 2026 from 1.94% for the same period of 2025. The FTE yield on earning assets was 4.82% for the six months ended June 30, 2026, an increase of 7 basis points from the 4.75% year-to-date June 30, 2025. The Company’s FTE net interest spread was 2.57% for the six months ended June 30, 2026, an increase of 33 basis points from the 2.24% recorded for the same period of 2025. FTE net interest margin increased by 24 basis points to 3.15% for the six months ended June 30, 2026 from 2.91% for the same 2025 period primarily due to the decrease on rates paid on interest-bearing deposits coupled with a slight increase on yields earned from loans and leases.

For the six months ended June 30, 2026, the provision for credit losses on loans was $1.3 million and the provision for credit losses on unfunded commitments was $430 thousand compared to a $755 thousand provision for credit losses on loans and a $65 thousand benefit for credit losses on unfunded commitments for the six months ended June 30, 2025. For the six months ended June 30, 2026, the increase in the provision for credit losses on loans compared to the prior year period was due to higher loan growth. For the six months ended June 30, 2026, the increase in the provision for unfunded commitments compared to the prior period was due to growth in originations within the portfolio, specifically in commercial construction commitments.

Total non-interest income for the six months ended June 30, 2026 was $10.7 million, an increase of $0.4 million, or 3%, from $10.3 million for the six months ended June 30, 2025. The increase was primarily due to $0.7 million growth in wealth management revenue. Additionally, the Company saw an increase of $0.2 million in commercial loan late fees due to two substandard loans that were paid off and $0.4 million increase in fees from commercial loans with interest rate hedges during the first half of 2026. Partially offsetting the increase in non-interest income was a decrease of $0.7 million in gains from sold loans primarily due to a $0.5 million gain on the sale of a commercial loan during the first half of 2025.

Non-interest expenses increased to $31.2 million for the six months ended June 30, 2026, an increase of $1.9 million, or 7%, from $29.3 million for the six months ended June 30, 2025. Salaries and benefits expense increased $1.2 million due to an increase in bankers in the first half of 2026, compared to the same period in 2025. Additionally, the Company experienced an increase of $0.3 million in professional services expense. Premises and equipment expense increased $0.2 million primarily due to new technology and higher software costs.

The provision for income taxes increased $0.2 million during the six months ended June 30, 2026 compared to the same period in 2025 primarily due to a $2.6 million increase in income before taxes. Partially offsetting the increase in the provision for income taxes was a $0.5 million discount recognized in the provision from utilizing/applying purchased renewable energy tax credits.

Consolidated Balance Sheet & Asset Quality Overview

The Company’s total assets had a balance of $3.0 billion as of June 30, 2026, an increase of $223.1 million from December 31, 2025. The increase resulted from $174.9 million of net growth in the loans and leases portfolio as of June 30, 2026 compared to December 31, 2025. Cash and cash equivalents increased $59.6 million over the same period. Asset growth was offset by a decrease of $14.9 million in the investment portfolio primarily due to $10.5 million in paydowns and the sale of $5.8 million in available-for-sale securities.

During the same time period, total liabilities increased $209.1 million, or 8%. Deposit growth of $91.3 million and short-term borrowings of $119.8 million were utilized to fund loan growth and increase interest-bearing cash balances. The Company experienced an increase of $30.3 million in non-interest-bearing checking accounts. For interest-bearing deposit accounts, the Company experienced increases of $77.7 million in money market deposits and $7.0 million in savings and clubs; these increases were partially offset by decreases of $20.9 million in time deposits and $2.8 million in interest-bearing checking accounts. As of June 30, 2026, the ratio of insured and collateralized deposits to total deposits was approximately 72%.

Shareholders’ equity increased $14.0 million, or 6%, to $252.9 million at June 30, 2026 from $238.9 million at December 31, 2025. The increase was caused by $10.3 million higher retained earnings from net income of $15.3 million plus a $2.9 million, after tax, improvement in accumulated other comprehensive income, partially offset by $5.0 million in cash dividends paid to shareholders. An additional $0.9 million was recorded from the issuance of common stock under the Company’s stock plans and restricted stock activity. At June 30, 2026, there were no credit losses on available-for-sale and held-to-maturity debt securities. Accumulated other comprehensive income (loss) is excluded from regulatory capital ratios. The Company remains well capitalized with Tier 1 capital at 9.51% of total average assets as of June 30, 2026. Total risk-based capital was 14.29% of risk-weighted assets and Tier 1 risk-based capital was 13.17% of risk-weighted assets as of June 30, 2026. Tangible book value per share was $40.08 at June 30, 2026 compared to $37.88 at December 31, 2025. Tangible common equity decreased to 7.89% of total assets at June 30, 2026 compared to 8.01% at December 31, 2025 due to an 8% increase in total tangible assets compared to a 7% increase in tangible common equity.

Asset Quality

Total non-performing assets were $1.8 million, or 0.06% of total assets, at June 30, 2026, compared to $2.2 million, or 0.08% of total assets, at December 31, 2025. Past due and non-accrual loans to total loans were 0.22% at June 30, 2026 compared to 0.26% at December 31, 2025. Net charge-offs to average total loans were 0.01% at June 30, 2026 compared to 0.03% at December 31, 2025.

About Fidelity D & D Bancorp, Inc. and The Fidelity Deposit and Discount Bank

Fidelity D & D Bancorp, Inc. has built a strong history as trusted financial advisor to the clients served by The Fidelity Deposit and Discount Bank (“Fidelity Bank”). Fidelity Bank 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 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. Additionally, the Bank offers full-service Wealth Management & Brokerage Services, a Mortgage Center, and a full suite of personal and commercial banking products and services. Part of the Company’s vision is to serve as the best bank for the community, which was accomplished by having provided over 6,190 hours of volunteer time and over $1.5 million in donations to non-profit organizations directly within the markets served throughout 2025. Fidelity Bank's deposits are insured by the Federal Deposit Insurance Corporation up to the full extent permitted by law.

Non-GAAP Financial Measures

The Company uses non-GAAP financial measures to provide information useful to the reader in understanding its operating performance and trends, and to facilitate comparisons with the performance of other financial institutions. Management uses these measures internally to assess and better understand our underlying business performance and trends related to core business activities. The Company’s non-GAAP financial measures and key performance indicators may differ from the non-GAAP financial measures and key performance indicators other financial institutions use to measure their performance and trends. Non-GAAP financial measures should be supplemental to GAAP used to prepare the Company’s operating results and should not be read in isolation or relied upon as a substitute for GAAP measures. Adjusted non-interest income used in the calculation of certain non-GAAP performance measures excludes gains and losses on securities sales in order to enhance comparability between reporting periods. Reconciliations of non-GAAP financial measures to GAAP are presented in the tables below.

Interest income was adjusted to recognize the income from tax exempt interest-earning assets as if the interest was taxable, fully-taxable equivalent ("FTE"), in order to calculate certain ratios within this document. This treatment allows a uniform comparison among yields on interest-earning assets. Interest income was FTE adjusted, using the corporate federal tax rate of 21% for 2026 and 2025. FTE adjustments affect interest income and related ratios only and do not impact reported GAAP net income.

Forward-looking statements

Certain of the matters discussed in this press release 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 other 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 release. The Company has no obligation to update any forward-looking statements to reflect events or circumstances after the date of this release.

For more information please visit our investor relations web site located through www.bankatfidelity.com.

FIDELITY D & D BANCORP, INC.

Unaudited Condensed Consolidated Balance Sheets

(dollars in thousands)

At Period End:

June 30, 2026

December 31, 2025

Assets

Cash and cash equivalents

207,660

148,060

Investment securities

509,032

523,946

Restricted investments in bank stock

9,464

4,373

Loans and leases

2,088,893

1,911,724

Allowance for credit losses on loans

(21,314

)

(20,168

)

Premises and equipment, net

45,929

48,950

Life insurance cash surrender value

60,189

59,396

Goodwill and core deposit intangible

20,126

20,242

Other assets

51,245

51,535

Total assets

2,971,224

2,748,058

Liabilities

Non-interest-bearing deposits

582,920

552,581

Interest-bearing deposits

1,975,732

1,914,772

Total deposits

2,558,652

2,467,353

Short-term borrowings

119,802

Secured borrowings

4,767

5,995

Other liabilities

35,098

35,830

Total liabilities

2,718,319

2,509,198

Shareholders' equity

252,905

238,860

Total liabilities and shareholders' equity

2,971,224

2,748,058

Average Year-To-Date Balances:

June 30, 2026

December 31, 2025

Assets

Cash and cash equivalents

145,072

133,171

Investment securities

517,341

544,390

Restricted investments in bank stock

4,531

4,189

Loans and leases

1,993,336

1,866,637

Allowance for credit losses on loans

(20,844

)

(20,315

)

Premises and equipment, net

51,936

40,457

Life insurance cash surrender value

59,855

58,786

Goodwill and core deposit intangible

20,173

20,358

Other assets

48,162

42,032

Total assets

2,819,562

2,689,705

Liabilities

Non-interest-bearing deposits

569,127

543,794

Interest-bearing deposits

1,962,805

1,884,507

Total deposits

2,531,932

2,428,301

Short-term borrowings

683

Secured borrowings

5,174

6,127

Other liabilities

35,714

36,296

Total liabilities

2,573,503

2,470,741

Shareholders' equity

246,059

218,964

Total liabilities and shareholders' equity

2,819,562

2,689,705

FIDELITY D & D BANCORP, INC.

Unaudited Condensed Consolidated Statements of Income

(dollars in thousands)

Three Months Ended

Six Months Ended

Jun. 30, 2026

Jun. 30, 2025

Jun. 30, 2026

Jun. 30, 2025

Interest income

Loans and leases

28,475

25,328

55,093

49,924

Securities and other

3,242

4,437

7,084

8,149

Total interest income

31,717

29,765

62,177

58,073

Interest expense

Deposits

(10,887

)

(11,738

)

(21,868

)

(22,925

)

Borrowings

(73

)

(98

)

(146

)

(186

)

Total interest expense

(10,960

)

(11,836

)

(22,014

)

(23,111

)

Net interest income

20,757

17,929

40,163

34,962

Provision for credit losses on loans

(400

)

(300

)

(1,275

)

(755

)

Net (provision) benefit for credit losses on unfunded loan commitments

(340

)

(20

)

(430

)

Non-interest income

5,483

5,359

10,672

10,332

Non-interest expense

(15,992

)

(14,710

)

(31,183

)

(29,264

)

Income before income taxes

9,508

8,258

17,947

15,340

Provision for income taxes

(1,659

)

(1,337

)

(2,638

)

(2,428

)

Net income

7,849

6,921

15,309

12,912

Three Months Ended

Jun. 30, 2026

Mar. 31, 2026

Dec. 31, 2025

Sep. 30, 2025

Jun. 30, 2025

Interest income

Loans and leases

28,475

26,618

27,269

26,660

25,328

Securities and other

3,242

3,842

3,815

4,022

4,437

Total interest income

31,717

30,460

31,084

30,682

29,765

Interest expense

Deposits

(10,887

)

(10,981

)

(11,717

)

(12,158

)

(11,738

)

Borrowings

(73

)

(73

)

(87

)

(95

)

(98

)

Total interest expense

(10,960

)

(11,054

)

(11,804

)

(12,253

)

(11,836

)

Net interest income

20,757

19,406

19,280

18,429

17,929

Provision for credit losses on loans

(400

)

(875

)

(100

)

(200

)

(300

)

Net (provision) benefit for credit losses on unfunded loan commitments

(340

)

(90

)

(170

)

(110

)

(20

)

Non-interest income

5,483

5,189

5,122

5,105

5,359

Non-interest expense

(15,992

)

(15,191

)

(14,921

)

(14,632

)

(14,710

)

Income before income taxes

9,508

8,439

9,211

8,592

8,258

Provision for income taxes

(1,659

)

(979

)

(1,271

)

(1,246

)

(1,337

)

Net income

7,849

7,460

7,940

7,346

6,921

FIDELITY D & D BANCORP, INC.

Unaudited Condensed Consolidated Balance Sheets

(dollars in thousands)

At Period End:

Jun. 30, 2026

Mar. 31, 2026

Dec. 31, 2025

Sep. 30, 2025

Jun. 30, 2025

Assets

Cash and cash equivalents

207,660

154,995

148,060

142,161

165,495

Investment securities

509,032

512,308

523,946

529,263

545,821

Restricted investments in bank stock

9,464

4,482

4,373

4,301

4,240

Loans and leases

2,088,893

2,023,671

1,911,724

1,914,893

1,837,477

Allowance for credit losses on loans

(21,314

)

(20,942

)

(20,168

)

(20,218

)

(19,976

)

Premises and equipment, net

45,929

52,738

48,950

45,422

40,097

Life insurance cash surrender value

60,189

59,792

59,396

58,995

58,849

Goodwill and core deposit intangible

20,126

20,181

20,242

20,303

20,364

Other assets

51,245

52,040

51,535

41,630

46,208

Total assets

2,971,224

2,859,265

2,748,058

2,736,750

2,698,575

Liabilities

Non-interest-bearing deposits

582,920

574,808

552,581

539,118

558,074

Interest-bearing deposits

1,975,732

2,001,686

1,914,772

1,927,795

1,877,254

Total deposits

2,558,652

2,576,494

2,467,353

2,466,913

2,435,328

Short-term borrowings

119,802

Secured borrowings

4,767

4,825

5,995

6,059

6,134

Other liabilities

35,098

33,284

35,830

34,511

39,191

Total liabilities

2,718,319

2,614,613

2,509,198

2,507,503

2,480,663

Shareholders' equity

252,905

244,652

238,860

229,247

217,912

Total liabilities and shareholders' equity

2,971,224

2,859,265

2,748,058

2,736,750

2,698,575

Average Quarterly Balances:

Jun. 30, 2026

Mar. 31, 2026

Dec. 31, 2025

Sep. 30, 2025

Jun. 30, 2025

Assets

Cash and cash equivalents

115,115

175,362

150,706

122,808

161,316

Investment securities

510,978

523,776

529,518

544,476

546,149

Restricted investments in bank stock

4,633

4,427

4,345

4,277

4,158

Loans and leases

2,040,314

1,945,837

1,927,366

1,892,439

1,832,162

Allowance for credit losses on loans

(21,394

)

(20,289

)

(20,478

)

(20,400

)

(20,357

)

Premises and equipment, net

53,498

50,358

47,400

42,602

35,954

Life insurance cash surrender value

60,051

59,656

59,255

58,875

58,697

Goodwill and core deposit intangible

20,143

20,203

20,263

20,325

20,386

Other assets

46,163

50,183

39,527

42,724

42,729

Total assets

2,829,501

2,809,513

2,757,902

2,708,126

2,681,194

Liabilities

Non-interest-bearing deposits

579,871

558,264

549,911

544,511

547,278

Interest-bearing deposits

1,960,662

1,964,972

1,930,040

1,901,166

1,878,548

Total deposits

2,540,533

2,523,236

2,479,951

2,445,677

2,425,826

Short-term borrowings

1,343

Secured borrowings

4,796

5,557

6,028

6,093

6,162

Other liabilities

34,509

36,931

37,754

36,415

36,050

Total liabilities

2,581,181

2,565,740

2,523,753

2,488,201

2,468,048

Shareholders' equity

248,320

243,773

234,149

219,925

213,146

Total liabilities and shareholders' equity

2,829,501

2,809,513

2,757,902

2,708,126

2,681,194

FIDELITY D & D BANCORP, INC.

Selected Financial Ratios and Other Financial Data

Three Months Ended

Jun. 30, 2026

Mar. 31, 2026

Dec. 31, 2025

Sep. 30, 2025

Jun. 30, 2025

Selected returns and financial ratios

Basic earnings per share

1.34

1.29

1.38

1.27

1.20

Diluted earnings per share

1.33

1.28

1.37

1.27

1.20

Dividends per share

0.43

0.40

Yield on interest-earning assets (FTE)*

4.86

4.77

4.83

4.77

Cost of interest-bearing liabilities

2.24

2.27

2.42

2.55

2.52

Cost of funds

1.73

1.77

1.88

1.98

1.95

Net interest spread (FTE)*

2.62

2.50

2.41

2.28

2.25

Net interest margin (FTE)*

3.22

3.08

3.04

2.95

2.92

Return on average assets

1.11

1.08

1.14

1.08

1.04

Pre-provision net revenue to average assets*

1.45

1.36

1.30

1.28

Return on average equity

12.68

12.41

13.45

13.25

13.02

Return on average tangible equity*

13.80

13.53

14.73

14.60

14.40

Efficiency ratio (FTE)*

59.19

58.53

58.35

60.17

61.17

Expense ratio

1.49

1.36

1.39

1.40

Six months ended

Jun. 30, 2026

Jun. 30, 2025

Basic earnings per share

2.64

2.24

Diluted earnings per share

2.63

2.23

Dividends per share

0.86

0.80

Yield on interest-earning assets (FTE)*

4.82

4.75

Cost of interest-bearing liabilities

2.25

2.51

Cost of funds

1.75

1.94

Net interest spread (FTE)*

2.57

2.24

Net interest margin (FTE)*

3.15

2.91

Return on average assets

1.09

0.98

Pre-provision net revenue to average assets*

1.41

1.22

Return on average equity

12.55

12.35

Return on average tangible equity*

13.67

13.68

Efficiency ratio (FTE)*

58.87

61.42

Expense ratio

1.43

1.38

Other financial data

At period end:

(dollars in thousands except per share data)

Jun. 30, 2026

Mar. 31, 2026

Dec. 31, 2025

Sep. 30, 2025

Jun. 30, 2025

Assets under management

1,219,415

1,096,776

1,058,881

1,037,414

1,030,268

Book value per share

43.54

42.14

41.39

39.75

37.78

Tangible book value per share*

40.08

38.67

37.88

36.23

34.25

Equity to assets

8.51

8.56

8.69

8.38

8.08

Tangible common equity ratio*

7.89

7.91

8.01

7.69

7.38

Allowance for credit losses on loans to:

Total loans

1.02

1.04

1.06

1.09

Non-accrual loans

12.23x

8.65x

10.66x

7.78x

6.50x

Non-accrual loans to total loans

0.08

0.12

0.10

0.14

0.17

Non-performing assets to total assets

0.06

0.09

0.08

0.11

0.13

Net charge-offs to average total loans

0.01

0.02

0.03

0.05

Capital Adequacy Ratios

Total risk-based capital ratio

14.29

14.45

14.78

14.52

14.72

Common equity tier 1 risk-based capital ratio

13.17

13.33

13.65

13.39

13.57

Tier 1 risk-based capital ratio

13.17

13.33

13.65

13.39

13.57

Leverage ratio

9.51

9.38

9.34

9.27

9.16

* Non-GAAP Financial Measures - see reconciliations below

FIDELITY D & D BANCORP, INC.

Reconciliations of Non-GAAP Financial Measures to GAAP

Reconciliations of Non-GAAP Measures to GAAP

Three Months Ended

(dollars in thousands)

Jun. 30, 2026

Mar. 31, 2026

Dec. 31, 2025

Sep. 30, 2025

Jun. 30, 2025

FTE net interest income (non-GAAP)

Interest income (GAAP)

31,717

30,460

31,084

30,682

29,765

Adjustment to FTE

777

784

800

785

760

Interest income adjusted to FTE (non-GAAP)

32,494

31,244

31,884

31,467

30,525

Interest expense (GAAP)

10,960

11,054

11,804

12,253

11,836

Net interest income adjusted to FTE (non-GAAP)

21,534

20,190

20,080

19,214

18,689

Efficiency Ratio (non-GAAP)

Non-interest expenses (GAAP)

15,992

15,191

14,921

14,632

14,710

Net interest income (GAAP)

20,757

19,406

19,280

18,429

17,929

Plus: taxable equivalent adjustment

777

784

800

785

760

Non-interest income (GAAP)

5,483

5,189

5,122

5,105

5,359

Loss (Gain) on sales of securities

577

371

)

Net interest income (FTE) plus adjusted non-interest income (non-GAAP)

27,017

25,956

25,573

24,316

24,048

Efficiency ratio (non-GAAP) (1)

59.19

58.53

58.35

60.17

61.17

(1) The reported efficiency ratio is a non-GAAP measure calculated by dividing non-interest expense by the sum of net interest income, on an FTE basis, and adjusted non-interest income.

Tangible Book Value per Share/Tangible Common Equity Ratio (non-GAAP)

Total assets (GAAP)

2,971,224

2,859,265

2,748,058

2,736,750

2,698,575

Less: Intangible assets

(20,126

)

(20,181

)

(20,242

)

(20,303

)

(20,364

)

Tangible assets

2,951,098

2,839,084

2,727,816

2,716,447

2,678,211

Total shareholders' equity (GAAP)

252,905

244,652

238,860

229,247

217,912

Less: Intangible assets

(20,126

)

(20,181

)

(20,242

)

(20,303

)

(20,364

)

Tangible common equity

232,779

224,471

218,618

208,944

197,548

Common shares outstanding, end of period

5,808,518

5,805,180

5,771,110

5,767,288

5,767,490

Tangible Common Book Value per Share

40.08

38.67

37.88

36.23

34.25

Tangible Common Equity Ratio

7.89

7.91

8.01

7.69

7.38

Pre-Provision Net Revenue to Average Assets

Income before taxes (GAAP)

9,508

8,439

9,211

8,592

8,258

Plus: Provision for credit losses

740

965

270

310

320

Total pre-provision net revenue (non-GAAP)

10,248

9,404

9,481

8,902

8,578

Total (annualized) (non-GAAP)

41,103

38,139

37,615

35,316

34,404

Average assets

2,829,501

2,809,513

2,757,902

2,708,126

2,681,194

Pre-Provision Net Revenue to Average Assets (non-GAAP)

1.45

1.36

1.30

1.28

Reconciliations of Non-GAAP Measures to GAAP

Six months ended

(dollars in thousands)

Jun. 30, 2026

Jun. 30, 2025

FTE net interest income (non-GAAP)

Interest income (GAAP)

62,177

58,073

Adjustment to FTE

1,561

1,531

Interest income adjusted to FTE (non-GAAP)

63,738

59,604

Interest expense (GAAP)

22,014

23,111

Net interest income adjusted to FTE (non-GAAP)

41,724

36,493

Efficiency Ratio (non-GAAP)

Non-interest expenses (GAAP)

31,183

29,264

Net interest income (GAAP)

40,163

34,962

Plus: taxable equivalent adjustment

1,561

1,531

Non-interest income (GAAP)

10,672

10,332

Loss on sales of securities

577

822

Net interest income (FTE) plus non-interest income (non-GAAP)

52,973

47,647

Efficiency ratio (non-GAAP) (1)

58.87

61.42

(1) The reported efficiency ratio is a non-GAAP measure calculated by dividing non-interest expense by the sum of net interest income, on an FTE basis, and adjusted non-interest (loss) income.

Pre-Provision Net Revenue to Average Assets

Income before taxes (GAAP)

17,947

15,340

Plus: Provision for credit losses

1,705

690

Total pre-provision net revenue (non-GAAP)

19,652

16,030

Total (annualized) (non-GAAP)

39,630

32,326

Average assets

2,819,562

2,645,679

Pre-Provision Net Revenue to Average Assets (non-GAAP)

1.41

1.22

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