Fidelity D & D Bancorp Inc 2024年度报告

FORM10-K ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDEDDECEMBER 31, 2024 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________to______________________ COMMISSION FILE NUMBER001-38229 FIDELITY D & D BANCORP, INC. Commonwealth ofPennsylvaniaI.R.S. Employer Identification No:23-3017653 Blakely And Drinker StreetsDunmore,Pennsylvania18512TELEPHONE NUMBER (570)342-8281 SECURITIES REGISTERED UNDER SECTION 12(b) OF THE ACT: SECURITIES REGISTERED UNDER SECTION 12(g) OF THE ACT:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or15(d) of the Securities Exchange Act of 1934 during thepreceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,a smaller reporting company or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of theExchange Act. Large accelerated filer☐Non-accelerated filer☐Accelerated filer☒Smaller reporting company☒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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on the attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by anyof the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No☒ The aggregate market value of the voting common stock held by non-affiliates of the registrant was $209.2million as of June30, 2024, based on the closing priceof $43.80. The number of shares of common stock outstanding as of February 28, 2024was5,767,515. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive Proxy Statement to be used in connection with the2025 Annual Meeting of Shareholders are incorporated herein by referencein partial response to PartIII. Fidelity D & D Bancorp, Inc.2024 Annual Report on Form 10-KTable of Contents Part I. Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures Part II. Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities19Item 6.[Reserved]21Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operation21Item 7A.Quantitative and Qualitative Disclosures About Market Risk59Item 8.Report of Independent Registered Public Accounting Firm60Item 8.Financial Statements and Supplementary Data60Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure122Item 9A.Controls and Procedures122Item 9B.Other Information123Item 9C.Disclosure Relating to Foreign Jurisdictions that Prevent Inspections123 Part III. Item 10.Directors, Executive Officers and Corporate Governance124Item 11.Executive Compensation124Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters124Item 13.Certain Relationships and Related Transactions, and Director Independence125Item 14.Principal Accountant Fees and Services125 Part IV. Item 15.Exhibits and Financial St