DEF 14A of QCR Holdings Inc, Apr 9, 2026

DEF 14A of QCR Holdings Inc

Filed Apr 9, 2026 · FY20250001171843-26-002356

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Nominees and Continuing Directors

    Nominees and Continuing Directors Our directors are divided into three classes having staggered terms of three years. At the 2026 Annual Meeting, stockholders will be asked to elect four Class III directors for a term expiring at the annual meeting of stockholders in 2029. The Board of Directors has considered and nominated all four incumbent directors whose terms are expiring at the 2026 Annual Meeting to serve as Class III directors of QCR Holdings. We have no knowledge that any of the nominees will refuse to or be unable to serve, but if any of the nominees becomes unavailable for election, the holders of the proxies reserve the right to substitute another person of their choice as a nominee when voting at the meeting. Set forth below is information concerning the nominees for election and for each of the other persons whose terms of office will continue after the 2026 Annual Meeting, including age, year first elected as a director of QCR Holdings and all positions and offices held by the director with QCR Holdings. Our Board of Directors recommends that you vote your shares “FOR” all four of the nominees for Class III director. Proxies properly signed and returned will be voted “FOR” each of the nominees for director unless you specify otherwise.

  3. Nominees and Continuing Directors

    | Name – (Age) | Director Since | Positions with QCR Holdings and Subsidiaries | | NOMINEES | | | | CLASS III (New Term Expires 2029) | | | | James M. Field – (Age 63) | 2019 | Vice Chair of the Board of Directors and Director of QCR Holdings; Director of Quad City Bank and Trust | | John F. Griesemer – (Age 58) | 2022 | Director of QCR Holdings; Director of Guaranty Bank | | Elizabeth S. Jacobs – (Age 69) | 2020 | Director of QCR Holdings; Director of Community State Bank | | Marie Z. Ziegler – (Age 68) | 2008 | Chair of the Board of Directors and Director of QCR Holdings; Director of Quad City Bank and Trust; Director of m2 | | Name - (Age) | Director Since | Positions with QCR Holdings and Subsidiaries | | | | CONTINUING DIRECTORS | | CLASS I (Term Expires 2027) | | | | Mary Kay Bates – (Age 66) | 2018 | Director of QCR Holdings | | James R. Batten – (Age 63) | 2024 | Director of QCR Holdings; Chair of the Board of Directors and Director of Guaranty Bank | | John-Paul E. Besong – (Age 72) | 2015 | Director of QCR Holdings | | Todd A. Gipple – (Age 62) | 2009 | President, Chief Executive Officer and Director of QCR Holdings; Director of Quad City Bank and Trust |

  4. Nominees and Continuing Directors

    | CLASS II (Term Expires 2028) | | | | Brent R. Cobb – (Age 50) | 2020 | Director of QCR Holdings; Director of Cedar Rapids Bank and Trust | | Mark. C. Kilmer – (Age 67) | 2004 | Director of QCR Holdings; Chair of the Board of Directors and Director of Quad City Bank and Trust | | Amy L. Reasner – (Age 54) | 2024 | Director of QCR Holdings; Director of Cedar Rapids Bank and Trust |

  5. Nominees and Continuing Directors

    All of our continuing directors and nominees will hold office for the terms indicated, or until their earlier death, resignation, removal, disqualification, or ineligibility due to exceeding age eligibility requirements (a person who has reached the age of 75 before the date of the 2026 Annual Meeting is not eligible for election to the Board of Directors), and until their respective successors are duly elected and qualified. Unless otherwise provided in their employment agreements, all of our executive officers hold office for a term of one year. Other than such employment agreements, there are no arrangements or understandings between any of the directors, executive officers, or any other person pursuant to which any of our directors or executive officers have been selected for their respective positions. No director or director nominee has any family relationship, as defined in Item 401 of Regulation S-K (“Regulation S-K”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), with any other director or with any of our executive officers. Mr. Besong is director of United Fire Group, Inc., a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Prior to the merger of Guaranty Federal Bancshares with and into QCR Holdings, Mr. Griesemer and Mr. Batten served on the board of directors of Guaranty Federal Bancshares. No other nominee or continuing director has been a director of another company subject to the reporting requirements of the Exchange Act within the past five years.

  6. Our Executive Management Team

    Our Executive Management Team Our current executive officers, comprised of management officers and subsidiary bank leaders, are Todd A. Gipple, who is also a director of QCR Holdings, as well as Nick W. Anderson, Laura L. Ekizian, Kurt A. Gibson, James D. Klein, Nicole “Niki” A. Lee, Monte C. McNew, and Reba K. Winter. No executive officer has any family relationship, as defined in Item 401 of Regulation S-K promulgated under the Securities Act, with any director or with any other executive officers. Mr. Gipple (age 62) was appointed President and Chief Executive Officer of QCR Holdings in May 2025. He previously served as President since May 2019, as Chief Financial Officer from 2000 until May 2025, as Chief Operating Officer from 2008 to 2023, and as Executive Vice President since 2000. Mr. Anderson (age 50) was appointed Senior Vice President and Chief Financial Officer of QCR Holdings in May 2025. He previously served as Senior Vice President, Chief Accounting Officer since 2019 and as Controller of Quad City Bank and Trust since 2012. Ms. Ekizian (age 55) was appointed President and Chief Executive Officer of Quad City Bank and Trust in January 2025. She previously served as President and Chief Relationship Officer since 2020, as Chief Relationship Officer since 2015, and Senior Vice President, Private Banking since 2010. Mr. Gibson (age 58) has served as Chief Executive Officer of Community State Bank since 2024, and he previously served as President and Chief Executive Officer from 2018 to 2024 and as President since 2017. Mr. Klein (age 52) was appointed President and Chief Executive Officer of Cedar Rapids Bank and Trust in May 2025. He previously served as President of Cedar Rapids Bank and Trust since 2019, as Chief Lending Officer since 2014 and Senior Vice President, Retail Banking since 2010. Ms. Lee (age 50) has served as Executive Vice President and Chief Human Resource Officer of QCR Holdings since May 2023. Prior to joining QCR Holdings, she served as VP, Human Resources Business Partner with Aegon/Transamerica since 2004. Mr. McNew (age 53) has served as Chief Executive Officer of Guaranty Bank since April 2022. He previously served as Chief Executive Officer and President of Guaranty Bank (previously known as Springfield First Community Bank) since February 2021, as President since 2018, and as Executive Vice President, Commercial Lending since 2014. Ms. Winter (age 64) has served as Executive Vice President and Chief Operating Officer of QCR Holdings since May 2023, and she previously served as Executive Vice President, Chief Information Officer since 2019.

  7. Compensation Discussion and Analysis

    | • | Elements of Compensation. The key components of our compensation program are base salary, annual bonus and equity awards, with an emphasis on tying executive compensation to performance. |

  8. Compensation Discussion and Analysis

    | • | Practices Related to the Grant of Certain Equity Awards. We describe our practices with respect to the timing of grants relating to stock options, stock appreciation rights, and similar option-like instruments in relation to our disclosure of nonpublic information. |

  9. Objectives of Our Compensation Program

    | • | Tie equity compensation to long-term value creation for our stockholders; |

  10. Elements of Compensation

    Elements of Compensation Our executive compensation program consists of several elements, each with an objective that fits into our overall compensation program. The following overview explains the structure and rationale of the elements of compensation used for 2025. Base Salary Cash salaries are intended to be competitive with the market and reflect the individual’s experience, performance, responsibilities, and contribution to QCR Holdings. The salaries are intended to offer each executive security and to allow QCR Holdings to maintain a stable management team and environment. The Compensation Committee reviews the salaries of the NEOs annually. The Compensation Committee uses its own judgment, as well as its independent compensation consultant’s expertise, when determining the positioning of each executive’s salary compared to the competitive marketplace and also considers internal equity with other employees. Annual Cash Incentive Bonus Annual cash incentive bonuses are an important piece of total compensation for our NEOs as they support and encourage the achievement of our business goals and strategies by tying a meaningful portion of cash compensation to financial results for the year, as compared to internal and external standards. The Compensation Committee believes the NEOs should have a significant portion of their total compensation packages contingent on annual performance, and therefore, a significant portion of compensation is made available through an annual cash incentive bonus program. Maximum bonus opportunities are capped to discourage both excessive risk-taking and to avoid a focus on maximizing short-term results at the expense of long-term soundness. In addition, net income in excess of 25% of budgeted net income is required for any bonuses to be paid to our NEOs. Under the program, the Compensation Committee established measurable goals for each NEO at the beginning of 2025. These goals focus primarily on net income and other financial performance measures. Following the Compensation Committee’s review of quantitative and qualitative analyses and calculations at the beginning of 2026, the Compensation Committee determined the amount of annual bonuses for the NEOs for 2025, based upon the attainment of goals established in early 2025. Long-Term Stock Incentives Equity compensation is the other key element of compensation for our NEOs. We use several types of long-term incentive awards to drive the creation of long-term value for our stockholders, to attract and retain executives capable of effectively executing our business strategies, and to structure compensation to account for the time horizons of risks. Our equity compensation practices support the achievement of many of our key compensation objectives, including:

  11. Elements of Compensation

    | • | Attracting executives committed to building long-term value for our stockholders, by including equity compensation as an element of competitive pay packages for executives; and |

  12. Elements of Compensation

    Equity Incentive Plans. The QCR Holdings, Inc. 2016 Equity Incentive Plan (the “2016 Equity Incentive Plan”), which was approved by our stockholders, allows for the granting of awards including stock options, restricted stock, restricted stock units, stock appreciation rights, stock awards and cash-based awards. Under the 2016 Equity Incentive Plan, 400,000 shares of QCR Holdings common stock were originally reserved for the granting of awards. The 2024 Equity Incentive Plan, discussed below, replaced the 2016 Equity Incentive Plan. Upon approval of the 2024 Equity Incentive Plan, the 2016 Equity Incentive Plan was frozen to new grants. Our stockholders, on May 16, 2024, approved the QCR Holdings, Inc. 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan” and collectively with the 2016 Equity Incentive Plan, the “Equity Incentive Plans”). The 2024 Equity Incentive Plan allows for the granting of awards including stock options, restricted stock, restricted stock units, stock appreciation rights and stock awards. Under the 2024 Equity Incentive Plan, 600,000 shares of QCR Holdings common stock were originally reserved for the granting of awards. As of December 31, 2025, there were 575,123 remaining shares available for issuance. The Equity Incentive Plans allow for accelerated vesting of outstanding awards held by participants, including our NEOs, in certain circumstances. Pursuant to the Equity Incentive Plans, unless provided otherwise in the agreements setting forth the terms of the award, vesting will accelerate upon a “change in control” of QCR Holdings (as defined in the Equity Incentive Plans) if the awards are not assumed or otherwise equitably converted into comparable awards by the acquiring company. If the awards are assumed by the acquirer and a participant’s employment is terminated without “cause” or a participant resigns for “good reason,” the participant’s awards will become vested. This is what is known as a “double trigger” approach, as compared to a “single trigger” approach which provides for vesting solely upon a change in control (without a termination of employment). We use the double trigger approach for equity awards under our Equity Incentive Plans, because we believe it provides adequate employment protection while reducing, for the stockholders’ benefit, potential transaction costs associated with the awards. In addition, the award agreements generally provide that vesting will accelerate upon the participant’s disability or death. Employee Stock Purchase Plan. The QCR Holdings 2022 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”), which our stockholders approved in 2022, is intended to qualify as an employee stock purchase plan under Code Section 423. The Employee Stock Purchase Plan allows employees of QCR Holdings and its subsidiaries to purchase shares of common stock. The purchase price for a share is the lower of 85% of the fair market value as of the beginning of the Offering Period or the Purchase Date, as each term is defined in the Employee Stock Purchase Plan. Currently, the maximum percentage that any one participant can elect to contribute to the Employee Stock Purchase Plan for purchase of shares is 15% of compensation, up to a maximum of $21,250. During 2025, our employees purchased 26,683 shares under the Employee Stock Purchase Plan. As of December 31, 2025, there were 291,116 remaining shares available for issuance under the Employee Stock Purchase Plan. Employee Insurance Bonus Plan. For each NEO other than Mr. Anderson and Ms. Winter, the Employee Insurance Bonus Plan provides for the purchase of an individually owned life insurance policy and additional compensation to offset the cost of such policy. Benefits provided to our NEOs under the Employee Insurance Bonus Plan are reflected in the “All Other Compensation” column of the Summary Compensation Table in this proxy statement. Retirement Benefits QCR Holdings 401(k)/Profit Sharing Plan. QCR Holdings sponsors a tax-qualified profit sharing plan qualified under Section 401(k) of the Code (the “401(k) Plan”). All employees are eligible to participate. Currently, pursuant to the 401(k) Plan, QCR Holdings matches 100% of the first 3% of an employee’s annual compensation deferred under the 401(k) Plan and 50% of the next 3% of an employee’s annual compensation deferred under the 401(k) Plan, up to a maximum of 4.5% of an employee’s annual compensation. Although QCR Holdings may make additional contributions to the 401(k) Plan at its discretion, which are allocated to the accounts of participants based on relative compensation, there were no discretionary contributions made to the 401(k) Plan for the 2025 plan year. Contributions under the 401(k) Plan for the benefit of our NEOs are reflected in the “All Other Compensation” column of the Summary Compensation Table of this proxy statement. Deferred Compensation Non-Qualified Supplemental Executive Retirement Program. QCR Holdings maintains a Non-Qualified Supplemental Executive Retirement Plan (“SERP”) for certain of the NEOs, including Messrs. Helling and Gipple. The Compensation Committee believes the SERP is an important component of compensation that helps maintain a stable, committed and qualified team of key executives while also protecting QCR Holdings and our stockholders through certain retention and non-competition provisions. Under their SERP agreements, Messrs. Helling and Gipple will receive a supplemental retirement benefit in an annual pre-tax amount equal to 2.5% for each year of credited full-time service prior to attainment of age 65 (not to exceed 40 years), multiplied by the executive’s average annual base salary plus cash bonus for the three most recently completed plan years prior to retirement, subject to a maximum of 70% of average compensation. The retirement benefit will be reduced by any contributions made by QCR Holdings, plus earnings under the 401(k) Plan and other deferred compensation plans. Each executive is eligible for the SERP benefit if he retires after attaining age 55 with at least 10 years of service. Both Mr. Helling and Mr. Gipple have attained the age of 55 and have at least 10 years of service. Assuming Mr. Gipple retired on December 31, 2025, and based on salaries and cash bonuses paid for 2025, we estimate that we will owe Mr. Gipple $368,412. Mr. Helling retired on May 22, 2025, and will be entitled to receive a SERP benefit of $356,223. These SERP benefits will generally be paid in 180 monthly installments. The SERP agreements also provide for the payment of a survivor’s benefit to the executive’s beneficiary upon the executive’s death. Non-Qualified Deferred Compensation Plan Agreements. QCR Holdings has entered into non-qualified deferred compensation plan agreements with certain of the NEOs. These plan agreements enable executives to save for retirement by deferring a portion of their annual salaries and bonuses under a voluntary, non-qualified deferred compensation plan. QCR Holdings matches these deferrals up to certain maximum amounts, and interest is earned at the prime rate subject to certain floor and cap rates, as follows:

  13. Elements of Compensation

    | (1) QCR Holdings has entered into a non-qualified deferred compensation plan agreement with Ms. Winter, but she has not deferred any amounts thereunder. |

  14. Elements of Compensation

    The participating executives will receive their existing account balances upon a termination in connection with a change in control. The agreements also provide for the payment of a survivor’s benefit to the executive’s beneficiary upon the executive’s death. Consistent with Code requirements, the SERP and non-qualified deferred compensation plan agreements are “unfunded” general contractual obligations of QCR Holdings subject to the claims of our creditors. If QCR Holdings were to become insolvent, the participants would be unsecured general creditors of QCR Holdings. The Compensation Committee believes this form of “at risk” compensation helps align the interests of plan participants with the long-term interests of QCR Holdings, its debt holders and its stockholders. Deferred Income Plans. Stockholders approved the 1997 Deferred Income Plan and the 2005 Deferred Income Plan to enable directors and selected key officers of QCR Holdings and its related companies, to elect to defer all or a portion of the fees and cash compensation payable to them for their service as directors or employees. The plans purchase shares of QCR Holdings common stock at market value, which are held in a rabbi trust associated with the plans. None of the NEOs are current participants in either plan; however, Messrs. Helling and Gipple were participants in the 1997 plan until 2005. Perquisites and Other Benefits The NEOs participate in QCR Holdings’ broad-based employee benefit plans, such as medical, dental, disability and life insurance programs (except as described below), generally under the same terms as other eligible employees. Messrs. Helling, Gipple and Ms. Ekizian receive an automobile allowance. Ms. Ekizian and Mr. McNew receive payments for a country club membership to foster customer relationships. Mr. Helling and Ms. Ekizian also receive an executive health physical benefit. In addition, QCR Holdings pays for tax planning and preparation services for Messrs. Helling and Gipple. Further, QCR Holdings and its subsidiaries provide for the purchase of individually owned life insurance policies for each NEO other than Mr. Anderson and Ms. Winter under the Employee Insurance Bonus Plan (as described further above). The value of the perquisites provided by or paid for by QCR Holdings is reflected in the “All Other Compensation” column of the Summary Compensation Table in this proxy statement and is generally comparable to perquisites offered at other bank holding companies. Employment Agreements We have employment agreements with each of our NEOs. We believe employment agreements help us recruit and retain executives with the experience, skills, knowledge, and background needed to achieve our business goals and strategy and also provide certain protections to QCR Holdings and our stockholders by including confidentiality, non-competition, and non-solicitation covenants. On February 20, 2025, QCR Holdings entered into a transitional employment agreement with Mr. Helling and new employment agreements with Messrs. Gipple and Anderson. Such agreements became effective immediately following the annual stockholders’ meeting on May 22, 2025. The employment agreements for our NEOs for the year ending December 31, 2025, are discussed in more detail under the heading “Potential Payments upon Termination or Change in Control” below.

  15. Compensation Process

    | • | Compensation of peer group executives. |

  16. Compensation Process

    Consulting Assistance Under its charter, the Compensation Committee has the authority to retain its own compensation consultants. Since June 2015, the Compensation Committee has retained Frederic W. Cook & Co., Inc. (“FWC”) as its compensation consultant to provide it with independent analysis and advice about executive compensation-related matters, including a review of the compensation program actions recommended by management, reviewing the chosen peer group for competitive comparisons and advising it on best practices and ideas for board governance of executive compensation. FWC reports directly to the Compensation Committee, and management has not retained its own compensation consultant. The Compensation Committee has conducted an inquiry and assessment with respect to FWC, including the factors relating to independence specified in Nasdaq listing requirements, and determined that it is independent of management and has no conflicts of interest in acting as a compensation consultant to the Compensation Committee. Role of Executive Officers As requested by the Compensation Committee, select members of management facilitate the Committee’s consideration of compensation for our NEOs by providing information for the Committee’s review. Mr. Helling, as then-Chief Executive Officer, provided background and recommendations with respect to each of the other NEOs. Mr. Helling is not present for the discussion or determination of his compensation. Information considered by the Compensation Committee includes, among other items, financial results and analysis, performance evaluations, compensation provided to our NEOs, technical and regulatory considerations, and input on program design and possible modifications. Peer Group Market pay levels and practices are one of many factors we consider in setting executive pay levels and designing the compensation program. Information on pay levels and practices is gathered for a group of publicly traded companies selected based on their business focus, scope and location of operations, size and other considerations. The Compensation Committee reviews and evaluates the membership of the peer group on an annual basis. For 2025, after substantial review and consideration, the Compensation Committee approved a peer group of 16 financial institutions listed below.

  17. Analysis of 2025 Compensation

    Annual Incentive Bonus On an annual basis, the Compensation Committee approves targets applicable to annual incentive bonus awards for our NEOs. At the beginning of 2025, the Compensation Committee set threshold, target and maximum award opportunities as a percentage of salary for each of our NEOs based on that individual’s position and competitive market data for similar positions. The 2025 awards for our NEOs were contingent primarily on performance relative to goals for net income and other financial performance measures and objectives aligned with those of QCR Holdings’ stockholders. The performance criteria were weighted to reflect QCR Holdings’ strategic objectives. The Compensation Committee also has the discretion to include individual performance goals for the NEOs, including entity-level goals for subsidiaries within their oversight, consistent with QCR Holdings’ 2025 strategic objectives and their specific roles. Note, our NEOs would not have been eligible to receive an annual incentive bonus if QCR Holdings’ net income did not exceed 25% of budgeted net income. For 2025, threshold, target and maximum annual incentive bonus levels were as follows (stated as a percentage of base salary):

  18. Analysis of 2025 Compensation

    | Corporate Goals | Goal Weight | Threshold | Target | Maximum | Actual | | QCR Holdings bonus-adjusted net income(1) | 60% | $108.5M | $120.6M | $126.7M | $129.7M | | QCR Holdings net new demand deposit accounts | 20% | 1,126 | 1,408 | 1,830 | 2,220 | | QCR Holdings nonperforming assets to total assets | 20% | 1.00% | .75% | .50% | .45% |

  19. Analysis of 2025 Compensation

    | Corporate Goals | Goal Weight | Threshold | Target | Maximum | Actual | | QCR Holdings bonus-adjusted net income(1) | 40% | $108.5M | $120.6M | $126.7M | $129.7M | | QCR Holdings net new demand deposit accounts | 10% | 1,126 | 1,408 | 1,830 | 2,220 | | QCR Holdings bonus-adjusted efficiency ratio | 25% | 60.32% | 58.15% | 57.13% | 57.63% | | QCR Holdings bonus-adjusted return on average assets | 25% | 1.17% | 1.30% | 1.37% | 1.39% |

  20. Analysis of 2025 Compensation

    | Corporate Goals | Goal Weight | Threshold | Target | Maximum | Actual | | QCR Holdings bonus-adjusted net income(1) | 30% | $108.5M | $120.6M | $126.7M | $129.7M | | QCR Holdings net new demand deposit accounts | 10% | 1,126 | 1,408 | 1,830 | 2,220 |

  21. Analysis of 2025 Compensation

    | Corporate Goals | Goal Weight | Threshold | Target | Maximum | Actual | | QCR Holdings bonus-adjusted net income(1) | 25% | $108.5M | $120.6M | $126.7M | $129.7M | | Quad City Bank and Trust net income | 20% | $22.2M | $24.7M | $26.0M | $28.6M | | Quad City Bank and Trust adjusted loan growth(2) | 10% | $20.2M | $40.5M | $60.7M | $61.3M | | Quad City Bank and Trust net new demand deposit accounts | 12.5% | 352 | 440 | 572 | 611 | | Quad City Bank and Trust core deposit growth(3) | 12.5% | $38.2M | $76.4M | $114.6M | $228.1M | | Quad City Bank and Trust noninterest income | 10% | $17.5M | $20.6M | $22.6M | $22.3M | | Quad City Bank and Trust nonperforming assets to total assets | 10% | 1.00% | .75% | .50% | 0.22% |

  22. Analysis of 2025 Compensation

    | Corporate Goals | Goal Weight | Threshold | Target | Maximum | Actual | | QCR Holdings bonus-adjusted net income(1) | 25% | $108.5M | $120.6M | $126.7M | $129.7M | | Guaranty Bank net income | 20% | $21.6M | $24.1M | $25.3M | $24.4M | | Guaranty Bank adjusted loan growth(2) | 10% | $25.7M | $51.4M | $77.1M | $0.0M | | Guaranty Bank net new demand deposit accounts | 12.5% | 216 | 270 | 351 | 365 | | Guaranty Bank core deposit growth(3) | 12.5% | $30.6M | $61.1M | $91.7M | $34.8M | | Guaranty Bank noninterest income | 10% | $15.0M | $17.7M | $19.4M | $17.0M | | Guaranty Bank nonperforming assets to total assets | 10% | 1.00% | .75% | .50% | 0.67% |

  23. Analysis of 2025 Compensation

    | (1) QCR Holdings bonus-adjusted net income is an “adjusted” non-GAAP measurement of financial performance. Management believes that these measures are important to investors as they exclude non-core or nonrecurring income and expense items; therefore, they provide a better comparison for analysis and may provide a better indicator of future performance. As calculated from our audited financial statements, bonus-adjusted net income equals net income (i) less (A) securities gains (losses), (B) fair value gain (loss) on derivatives, (C) post-acquisition compensation, transition and integration costs, and (D) goodwill impairment and restructuring expense. |

  24. Analysis of 2025 Compensation

    Long-Term Stock Incentives For 2025, the Compensation Committee targeted equity award values between 6.1% and 58.9% of salary for each NEO. The table below reflects the target awards and the actual grants awarded based upon the achievement of corporate and individual metrics determined by the Compensation Committee in 2025. Actual awards were granted in March 2026 in the form of restricted stock units subject to a four-year vesting schedule, with equal portions vesting on each anniversary of the grant date. Upon each vesting event, the applicable portion of the restricted stock units may be settled in cash for Mr. Gipple. Mr. Helling did not receive long-term stock incentives for his performance in 2025.

  25. Analysis of 2025 Compensation

    | | 2025 Performance-Based Equity Incentive Plan (Grant Value of Restricted Stock Unit Awards as a Percentage of Salary) | | | Executive | 2025 Target | 2025 Award | | Todd A. Gipple | 58.9% | 88.4% | | Nick W. Anderson | 6.1% | 8.8% | | Laura L. Ekizian | 16.0% | 23.9% | | Monte C. McNew | 16.0% | 19.6% |

  26. Analysis of 2025 Compensation

    Additionally, in January 2025, Ms. Ekizian received a restricted stock unit award with the value of $25,049. Such restricted stock units are subject to a four-year vesting schedule, with equal portions vesting on each anniversary of the grant date. In August 2025, Ms. Winter received a restricted stock unit award with the value of $117,267. Such restricted stock units are subject to a four-year vesting schedule, with equal portions vesting on each anniversary of the grant date. The Compensation Committee reviews talent retention on an ongoing basis and considers whether any additional incentive awards are necessary in order to ensure the retention of executives with strong performance who are key to our future success. In 2019, in connection with entering his prior employment agreement, Mr. Gipple was entitled to receive grants of performance restricted stock units. These performance awards were granted in annual tranches subject to the attainment of annual net income goals because this metric resonates strongly with our stockholders. The final net income-based tranche related to such performance awards was made in 2025 and is also tied to the achievement of our 2025 net income goal and is disclosed in our Summary Compensation Table and Grants of Plan Based Awards Table. Additionally, in 2025, in connection with entering into their new employment agreements, Messrs. Gipple and Anderson will receive grants of performance and time-based restricted stock unit awards, with aggregate total fair market values, in the amount of $500,000 and $75,000, respectively. The time-based portion of each such award, representing forty percent of such aggregate award, was granted in 2025 and is subject to a five-year vesting schedule, vesting 20% on January 1 in each of years 2026 through 2030. Such time-based awards are disclosed in our Summary Compensation Table and Grants of Plan Based Awards Table. The performance-based portion of each such award, representing sixty percent of such aggregate award, will be granted in equal annual tranches over five years, with the vesting of each such tranche being subject to the attainment of corporate performance goals established by the Compensation Committee for each such tranche. The first tranche of such performance restricted stock units was granted in 2025 and was tied to the achievement of our 2025 net income goal as established by the Compensation Committee. Such performance-based restricted stock units are disclosed in our Summary Compensation Table and Grants of Plan Based Awards Table. The performance-based restricted stock units are subject to the executive’s continued employment through the date our Compensation Committee certifies performance achievement.

  27. Practice Related to the Grant of Certain Equity Awards

    Practice Related to the Grant of Certain Equity Awards QCR Holdings has no policy or practice in place with regard to the grant timing of stock options, stock appreciation rights, or similar option-like instruments (“Options”) in relation to the disclosure of material nonpublic information. QCR Holdings does not currently grant, nor has it granted in recent years, Options to its executive officers. Option awards granted to our non-executive employees are generally granted on fixed dates determined in advance, with such Option awards typically made in early March each year. We do not consider the release of material nonpublic information in relation to the grant of such awards and do not time such release for the purpose of affecting the value of executive compensation.

  28. Summary Compensation Table

    Summary Compensation Table The following table below sets forth information concerning the compensation paid to, awarded to, or earned by our NEOs for the years ended December 31, 2025, 2024 and 2023:

  29. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(2) | All Other Compensation ($)(3) | Total ($) | | Larry J. Helling, former CEO of QCR Holdings & Cedar Rapids Bank | 2025 2024 2023 | $255,389 $455,248 $437,739 | $273,146 $215,632 $303,489 | $344,775 $614,585 $485,263 | $476,566 $222,806 $500,083 | $69,483 $71,360 $72,009 | $1,419,359 $1,579,631 $1,798,583 | | Todd A. Gipple, President and CEO | 2025 2024 2023 | $430,760 $382,293 $369,365 | $490,389 $188,954 $200,063 | $558,146 $458,752 $363,970 | $179,172 $68,431 $237,882 | $55,259 $54,749 $58,224 | $1,713,726 $1,153,179 $1,229,504 | | Nick W. Anderson, SVP and CFO(4) | 2025 | $195,848 | $38,914 | $103,655 | – | $21,571 | $359,988 | | Reba K. Winter, EVP and Chief Operating Officer (5) | 2025 2024 | $335,000 $325,000 | $117,267 $100,020 | $234,500 $219,375 | – – | $15,750 $15,525 | $702,517 $659,920 | | Laura L. Ekizian, President and CEO of Quad City Bank(4) | 2025 | $265,015 | $52,964 | $177,809 | – | $65,122 | $560,910 | | Monte C. McNew, CEO of Guaranty Bank | 2025 2024 2023 | $282,808 $274,038 $265,412 | $53,579 $43,672 $44,194 | $135,420 $150,885 $122,897 | – – – | $54,968 $62,639 $52,201 | $526,775 $531,234 $484,704 |

  30. Summary Compensation Table

    | (1) Pursuant to SEC reporting requirements, we report the grant date fair value of each award calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating these amounts are set forth in Note 16 of our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. For awards of restricted stock units, the fair market value per share is equal to the closing price of our stock on the date of the grant. Performance awards are valued assuming maximum attainment, the probable outcome at the time of grant. |

  31. Summary Compensation Table

    | (2) The amounts reflected in this column include both an increase in the actuarial present value of the executive’s benefit under his SERP as well as “above-market earnings” under the deferred compensation arrangement. The amount of above-market earnings is determined in accordance with, and for purposes of, proxy disclosure rules only (generally earnings in excess of 120% of the applicable federal long-term rate). For 2025, the portion of the amount reflected that is attributable to above-market earnings for Mr. Helling was $36,061. Mr. Gipple did not have above-market earnings as determined for purposes of proxy disclosure rules. |

  32. Summary Compensation Table

    | (3) “All Other Compensation” for the NEOs during 2025 is summarized below. |

  33. Summary Compensation Table

    | Name | Employer 401(k) Plan Contribution | Tax Planning Reimbursement | Car Allowance | Employer Deferred Compensation Contribution | Life Insurance Benefit | Executive Health Physical | Country Club Membership | | Larry J. Helling | $15,750 | $2,470 | $2,500 | $25,000 | $19,701 | $4,062 | – | | Todd A. Gipple | $15,750 | $1,210 | $8,000 | $20,000 | $10,299 | -- | – | | Nick W. Anderson | $11,838 | – | – | $9,733 | – | -- | – | | Reba K. Winter | $15,750 | – | – | – | – | – | – | | Laura L. Ekizian | $15,750 | – | $6,000 | $24,643 | $4,478 | $3,072 | $11,179 | | Monte C. McNew | $15,750 | – | – | $5,000 | $18,632 | – | $15,586 |

  34. Summary Compensation Table

    | (4) Mr. Anderson and Ms. Ekizian were not NEOs in 2024 or 2023. |

  35. Summary Compensation Table

    | (5) Ms. Winter was not an NEO in 2023. |

  36. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information concerning the grants of plan-based awards made to our NEOs during 2025:

  37. Grants of Plan-Based Awards

    | Name | Grant Date | Approval Date(1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: | Grant Date Fair Value of | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | Number of Shares of Stock or Units | Stock and Option Awards(4) | | Larry J. Helling | 3/3/25(5) – | 2/19/25 – | – $114,925 | – $229,850 | – $344,775 | – – | – – | – – | 3,640 – | $273,146 – | | Todd A. Gipple | 1/1/25(6) 3/3/25(5) 6/2/25(5) – | – 2/19/25 2/19/25 – | – – – $186,049 | – – – $372,098 | – – – $558,146 | – – – – | 752 – 902 – | – – – – | – 2,674 3,006 – | $29,772 $200,657 $259,960 – | | Nick W. Anderson | 6/2/25(5) – | 2/19/25 – | – $36,023 | – $72,046 | – $108,069 | – – | 135 – | – – | 450 – | $38,914 – | | Reba K. Winter | 8/1/25(5) – | 6/10/25 – | – $83,750 | – $167,500 | – $251,250 | – – | – – | – – | 1,675 – | $117,267 – | | Laura L. Ekizian | 1/2/25(5) 3/3/25(5) – | 11/25/24 2/19/25 – | – – $59,628 | – – $119,257 | – – $178,885 | – – – | – – – | – – – | 316 372 – | $25,049 $27,915 – | | Monte C. McNew | 3/3/25(5) – | 2/19/25 – | – $63,632 | – $127,263 | – $190,895 | – – | – – | – – | 714 – | $53,579 – |

  38. Grants of Plan-Based Awards

    | (1) Reflects the date that the Compensation Committee approved each applicable award, when such date is different than the date listed for the applicable award in the “Grant Date” column. |

  39. Grants of Plan-Based Awards

    | (2) The amounts set forth in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” columns reflect the threshold, target and maximum payouts for performance under the annual cash incentive bonus program as described in the section titled “Annual Cash Incentive Bonus” in the CD&A. The amount earned by each NEO for 2025 performance is included in the Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation.” |

  40. Grants of Plan-Based Awards

    | (3) The amounts set forth reflect the 2025 tranche of performance restricted stock units awarded to Messrs. Gipple and Anderson in connection with their current and prior employment agreements. The awards are described in the CD&A under the heading “Long-Term Stock Incentives.” |

  41. Grants of Plan-Based Awards

    | (4) The grant date fair value of time-based restricted stock units is calculated in accordance with FASB ASC Topic 718 and based on the value of the underlying shares on the grant date. The grant date fair value of the performance-based restricted stock units is calculated in accordance with FASB ASC Topic 718 and based on the probable outcome of the performance condition on the grant date. |

  42. Grants of Plan-Based Awards

    | (5) Reflects an award granted under the 2024 Equity Incentive Plan. |

  43. Grants of Plan-Based Awards

    | (6) Reflects an award granted under the 2016 Equity Incentive Plan. |

  44. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth the number of outstanding option and stock awards for each of our NEOs as of December 31, 2025:

  45. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(1) | | Larry J. Helling | 2,890 3,072 – – – – | – – – – – – | $22.64 $42.75 – – – – | 2/1/2026 3/9/2027 – – – – | – – 1,021(2) 2,148(3) 2,847(4) 3,640(5) | – – $85,049 $178,928 $237,155 $303,212 | – – – – – – | – – – – – – | | Todd A. Gipple | 8,590 4,271 – – – – – – – – | – – – – – – – – – – | $22.64 $42.75 – – – – – – – – | 2/1/2026 3/9/2027 – – – – – – – – | – – 752(6) 830(2) 1,596(3) 2,102(4) 2,674(5) 3,006(7) – – | – – $62,642 $69,139 $132,947 $175,097 $222,744 $250,400 – – | – – – – – – – – 752(6) 902(7) | – – – – – – – – $62,642 $75,136 | | Nick W. Anderson | 125 450 400 250 – – | – 150(8) 400(9) 750(10) – – | $43.61 $53.87 $53.31 $56.79 – – | 3/1/2031 3/1/2032 3/1/2033 3/1/2034 – – | – – – – 450(7) – | – – – – $37,485 – | – – – – – 135(7) | – – – – – $11,245 | | Reba K. Winter | – – – – – | – – – – – | – – – – – | – – – – – | 426(11) 3,776(12) 965(13) 1,020(14) 1,675(15) | $35,486 $314,541 $80,385 $84,966 $139,528 | – – – – – | – – – – – | | Laura L. Ekizian | 750 750 750 750 1,000 750 500 250 – – – | – – – – – 250(8) 500(9) 750(10) – – – | $45.00 $44.15 $36.00 $40.00 $43.61 $53.87 $53.31 $56.79 – – – | 3/1/2027 3/1/2028 3/1/2029 3/1/2030 3/1/2031 3/1/2032 3/1/2033 3/1/2034 – – – | – – – – – – – – 200(3) 316(16) 372(5) | – – – – – – – – $16,660 $26,323 $30,988 | – – – – – – – – – – – | – – – – – – – – – – – | | Monte C. McNew | – – – – | – – – – | – – – – | – – – – | 233(2) 414(3) 576(4) 714(5) | $19,409 $34,486 $47,981 $59,476 | – – – – | – – – – |

  46. Outstanding Equity Awards at Fiscal Year-End

    | (1) The market value of outstanding stock awards is based upon our closing stock price of $83.30 as of December 31, 2025. | | (2) Unvested stock units were granted on March 1, 2022 and vest in four equal annual portions beginning March 1, 2023. | | (3) Unvested stock units were granted on March 1, 2023 and vest in four equal annual portions beginning March 1, 2024. | | (4) Unvested stock units were granted on March 1, 2024 and vest in four equal annual portions beginning March 1, 2025. | | (5) Unvested stock units were granted on March 3, 2025 and vest in four equal annual portions beginning March 3, 2026. | | (6) Unvested restricted stock units and performance stock units were granted on January 14, 2019. The units vest in three 20% portions beginning January 1, 2020 and four 10% portions beginning on January 1, 2023. |

  47. Outstanding Equity Awards at Fiscal Year-End

    | (7) Unvested restricted stock units and performance stock units were granted on June 2, 2025. The units vest 20% on January 1 in each of calendar years 2026 through 2030. | | (8) Unvested options were granted on March 1, 2022 and vest in four equal annual portions beginning March 1, 2023. | | (9) Unvested options were granted on March 1, 2023 and vest in four equal annual portions beginning March 1, 2024. | | (10) Unvested options were granted on March 1, 2024 and vest in four equal annual portions beginning March 1, 2025. | | (11) Unvested stock units were granted on August 1, 2022 and vest in four equal annual portions beginning August 1, 2023. | | (12) Unvested stock units were granted on February 1, 2023 and vest in four equal annual portions beginning February 1, 2024. | | (13) Unvested stock units were granted on August 1, 2023 and vest in four equal annual portions beginning August 1, 2024. | | (14) Unvested stock units were granted on August 1, 2024 and vest in four equal annual portions beginning August 1, 2025. | | (15) Unvested stock units were granted on August 1, 2025 and vest in four equal annual portions beginning August 1, 2026. | | (16) Unvested stock units were granted on January 2, 2025 and vest in four equal annual portions beginning January 2, 2026. |

  48. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table sets forth information concerning stock option exercises and vesting of stock awards for each of our NEOs during 2025:

  49. Option Exercises and Stock Vested in 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Larry J. Helling | 8,715 | $525,933 | 4,263 | $321,132 | | Todd A. Gipple | 8,857 | $544,174 | 4,071 | $310,662 | | Nick W. Anderson | – | – | – | – | | Reba K. Winter | – | – | 3,652 | $270,309 | | Laura L. Ekizian | 1,000 | $57,360 | 100 | $7,533 | | Monte C. McNew | – | – | 1,206 | $90,848 |

  50. Option Exercises and Stock Vested in 2025

    | (1) Reflects the value realized upon exercise of stock options, based on the difference between the market value of the shares acquired at the time of exercise and the exercise price. | | (2) Reflects the value of restricted stock realized on vesting, which was paid in cash for Messrs. Helling and Gipple. |

  51. Pension Benefits

    Pension Benefits The following table sets forth information concerning each plan that provides for payments or other benefits at, following, or in connection with retirement to each of our NEOs:

  52. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation

  53. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year(1) ($) | Registrant Contributions in Last Fiscal Year(2) ($) | Aggregate Earnings in Last Fiscal Year(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Fiscal Year End(4) ($) | | Larry J. Helling | $50,000 | $25,000 | $199,897 | $95,619 | $2,482,404 | | Todd A. Gipple | $20,000 | $20,000 | $129,659 | – | $1,675,496 | | Nick W. Anderson | $19,466 | $9,733 | $6,977 | – | $110,146 | | Reba K. Winter | – | – | – | – | – | | Laura L. Ekizian | $49,286 | $24,643 | $73,929 | – | $1,073,672 | | Monte C. McNew | $10,000 | $5,000 | $8,234 | – | $113,319 |

  54. Non-Qualified Deferred Compensation

    | (1) All amounts included are reflected in the Summary Compensation Table under the “Salary” column. | | (2) All amounts included are reflected in the Summary Compensation Table under the “All Other Compensation” column. | | (3) Includes $36,061 of above-market earnings for Mr. Helling, which is reflected in the Summary Compensation Table under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings.” | | (4) Includes the following amounts that were previously reported as compensation to the NEOs in the Summary Compensation Table for years prior to 2025: Mr. Helling, $1,252,407; Mr. Gipple, $888,549; and Mr. McNew, $76,614. |

  55. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following table sets forth the estimated amount of compensation payable to each of our NEOs, as provided under the agreements and arrangements described in the CD&A, upon termination of such officer’s employment in the event of (1) termination by QCR Holdings without cause other than in connection with a change in control, (2) termination by QCR Holdings without cause or by the officer for good reason, in each case in connection with a change in control, (3) the officer’s disability, and (4) the officer’s death. The amounts shown assume that the termination was effective as of the last business day of the fiscal year ended December 31, 2025, and that the price of QCR Holdings stock as of termination was the closing price of $83.30 on December 31, 2025 (the last trading day of the year). The actual amounts to be paid can be determined only following the NEO’s termination. We do not provide any benefits to our NEOs solely as a result of a change in control.

  56. Potential Payments upon Termination or Change in Control

    | Name | Benefit | Involuntary Termination (not in connection with a Change in Control)(1) | Involuntary Termination (in Connection with a Change in Control)(1) | Disability | Death | | Todd A. | Salary | $455,000 | $910,000 | $303,349(2) | – | | Gipple | Bonus | – | $1,116,292 | $306,875(2) | – | | | Stock award acceleration | – | 1,050,747(3) | 1,050,747(3) | 1,050,747(3) | | | Health insurance | $31,408 | $31,408 | – | – | | Nick W. | Salary | $220,000 | $440,000 | – | – | | Anderson | Bonus | – | $207,310 | – | – | | | Stock award acceleration | – | $71,323(3) | $71,323(3) | $71,323(3) | | | Health insurance(5) | – | – | – | – | | Reba K. | Salary | $167,500 | $335,000 | $221,000(4) | – | | Winter | Bonus | $103,884 | $207,769 | $137,127(4) | – | | | Stock award acceleration | – | $654,906(3) | $654,906(3) | $654,906(3) | | | Health insurance | $14,732 | $14,732 | – | – | | Laura L. | Salary | $265,015 | $265,015 | $174,910(4) | – | | Ekizian | Bonus | $146,963 | $146,963 | $96,996(4) | – | | | Stock award acceleration | – | $99,594(3) | $99,594(3) | $99,594(3) | | | Health insurance | $10,801 | $10,801 | – | – | | Monte C. | Salary | $565,615 | $565,615 | $186,653(4) | – | | McNew | Bonus | $272,801 | $272,801 | $90,024(4) | – | | | Stock award acceleration | – | $161,352(3) | $161,352(3) | $161,352(3) | | | Health insurance | $45,137 | $45,137 | – | – |

  57. Potential Payments upon Termination or Change in Control

    | (1) Involuntary Termination includes a termination by QCR Holdings without Cause or by the NEO for Good Reason, as defined in the applicable employment agreements. | | (2) In the event of disability during the employment term, executive shall be entitled to disability payments through the last day of the one (1) year period beginning on the date of disability, after which time employment shall terminate. Disability payments shall be equal to 66-2/3% of the then current annual salary and the average annual bonus (for the three most recent annual bonuses paid), less any amounts received under short or long-term disability programs, as applicable. The above amounts do not reflect the offset of disability insurance benefits. | | (3) In the event of a change in control, all outstanding equity awards shall become immediately and fully vested, exercisable and unrestricted, if they are not assumed by the resulting entity or if the executive is terminated by the resulting entity without cause or resigns for good reason. This represents the value of unvested stock awards on December 31, 2025. This amount also represents the value of unvested stock awards which would vest upon the Executive’s death or disability. | | (4) In the event of disability during the employment term executive shall be entitled to disability payments through the last day of the one (1) year period beginning on the date of disability, after which time employment shall terminate. Disability payments shall be equal to 66% of salary and the average annual bonus (for the three most recent annual bonuses paid), less any amounts received under short or long-term disability programs, as applicable. The above amounts do not reflect the offset of disability insurance benefits. | | (5) Mr. Anderson does not participate in our group health plan. |

  58. Potential Payments upon Termination or Change in Control

    Mr. Larry J. Helling’s Transitional Employment Agreement On February 20, 2025, we entered into a transitional employment agreement with Mr. Helling, effective immediately following the annual stockholders’ meeting on May 22, 2025, in order to provide for the systematic succession and transition of his duties as Chief Executive Officer of QCR Holdings following his anticipated retirement from such position. The agreement with Mr. Helling provides for an 18-month non-executive employment period (the “Transition Period”) commencing on May 22, 2025, the date of our 2025 annual stockholders’ meeting. During the Transition Period, Mr. Helling will serve as a part-time Special Advisor to QCR Holdings. Mr. Helling will be compensated at a rate of $120,000 per year for the term of the agreement. During the Transition Period, if Mr. Helling becomes eligible for group health care continuation coverage under COBRA, Mr. Helling would be entitled to such continued coverage at active employee rates. The restrictive covenants in Mr. Helling’s existing employment agreement, including certain non-competition and non-solicitation provisions, are incorporated into his transitional employment agreement and will apply as described in his existing employment agreement for two years following any termination of his employment. Mr. Todd A. Gipple’s Employment Agreement On February 20, 2025, we entered into a new employment agreement with Mr. Gipple, effective immediately following the annual stockholders’ meeting on May 22, 2025. The agreement has an initial term through December 31, 2027. The term of the agreement automatically extends for an additional year on January 1, 2028, and each January 1st thereafter, unless either party gives at least 90 days’ prior notice that the employment period will not be extended. The employment agreement provides for an annual base salary of $455,000, subject to annual review and increase at the discretion of the Board of Directors. The agreement provides that Mr. Gipple is eligible to receive a performance-based annual incentive bonus, with a target opportunity of 162.5% of his annual base salary. The agreement also provides that Mr. Gipple will receive grants of performance and time-based restricted stock unit awards. These awards are described in more detail under the heading “Long-Term Stock Incentives” in the CD&A. In addition, Mr. Gipple is entitled to participate in any other incentive or employee benefit plans. The agreement provides for severance benefits in the event of a termination other than for cause, or termination for good reason (each a “Termination”). For a Termination that is not in connection with a change in control, Mr. Gipple would be entitled to receive an amount equal to 100% of his annual base salary. For a Termination within two years following a change in control, Mr. Gipple would be entitled to receive a lump sum payment equal to 200% of his annual base salary plus his cash incentive for the most recently completed fiscal year. In the event of a Termination, Mr. Gipple would also be entitled to continued coverage under the medical, dental, and vision plans at active employee rates for the applicable COBRA coverage period. Further, the agreement provides a disability benefit of approximately 66-2/3% of Mr. Gipple’s annual base salary and average annual bonus (for the three most recent annual bonuses paid), less any amounts received under short or long-term disability programs, as applicable, with such amount payable for the one-year period following such disability. All severance benefits are contingent upon the Mr. Gipple’s execution and non-revocation of a general release and waiver of claims against QCR Holdings. The agreement is subject to certain banking regulatory provisions and provides for an automatic reduction of severance payments if the reduction would result in a better net-after-tax result for Mr. Gipple after taking into account the impact of the golden parachute payment restrictions of Sections 280G and 4999 of the Internal Revenue Code. The employment agreement contains restrictive covenants prohibiting the unauthorized disclosure of confidential information of QCR Holdings by him during and after his employment with us, and he is subject to certain non-compete and non-solicitation provisions for two years following the termination of his employment. Mr. Nick W. Anderson’s Employment Agreement On February 20, 2025, we entered into an employment agreement with Mr. Anderson, effective immediately following the annual stockholders’ meeting on May 22, 2025. The agreement has an initial term through December 31, 2027. The term of the agreement automatically extends for an additional year on January 1, 2028, and each January 1st thereafter, unless either party gives at least 90 days’ prior notice that the employment period will not be extended. The employment agreement provides for an annual base salary of $220,000, subject to annual review and increase at the discretion of the Board of Directors. The agreement provides that Mr. Anderson is eligible to receive a performance-based annual incentive bonus, with a target opportunity of 49% of his annual base salary. The agreement also provides that Mr. Anderson will receive grants of performance and time-based restricted stock unit awards. These awards are described in more detail under the heading “Long-Term Stock Incentives” in the CD&A. In addition, Mr. Anderson is entitled to participate in any other incentive or employee benefit plans. The agreement provides for severance benefits in the event of Mr. Anderson’s Termination. For a Termination (defined above) that is not in connection with a change in control, Mr. Anderson would be entitled to receive an amount equal to 100% of his annual base salary. For a Termination within two years following a change in control, Mr. Anderson would be entitled to receive a lump sum payment equal to 200% of his annual base salary plus his cash incentive for the most recently completed fiscal year. In the event of a Termination, Mr. Anderson would also be entitled to continued coverage under the medical, dental, and vision plans at active employee rates for the applicable COBRA coverage period. All severance benefits are contingent upon the Mr. Anderson’s execution and non-revocation of a general release and waiver of claims against QCR Holdings. The agreement is subject to certain banking regulatory provisions and provides for an automatic reduction of severance payments if the reduction would result in a better net-after-tax result for Mr. Anderson after taking into account the impact of the golden parachute payment restrictions of Sections 280G and 4999 of the Internal Revenue Code. The employment agreement contains restrictive covenants prohibiting the unauthorized disclosure of confidential information of QCR Holdings by him during and after his employment with us, and he is subject to certain non-compete and non-solicitation provisions for two years following the termination of his employment. Ms. Reba K. Winter’s Employment Agreement

  59. Potential Payments upon Termination or Change in Control

    In June 2019, we entered into an employment agreement with Ms. Winter. The agreement had an initial term through December 31, 2021, and, in the absence of notice from either party to the contrary, the employment term extends for one additional year on each anniversary of the agreement. The agreement provides a disability benefit of up to 66% of her base salary and average annual bonus for a period of one year following a termination of employment due to disability. The agreement further provides for severance compensation equal to one-half of Ms. Winter’s then-current annual salary and average annual bonus in the event she is terminated without cause and one times the sum of her annual salary and average annual bonus if she is terminated within one year following a change in control. Under the agreement, Ms. Winter is subject to non-compete and non-solicitation provisions for one year following the termination of her employment. Ms. Laura L. Ekizian’s Employment Agreement In May 2020, we entered into an employment agreement with Ms. Ekizian. The agreement had an initial term through December 31, 2021, and, in the absence of notice from either party to the contrary, the employment term extends for one additional year on each January 1 thereafter. The agreement provides a disability benefit of up to 66% of Ms. Ekizian’s annual base salary and average annual bonus (for the three most recent annual bonuses paid) less any amounts received under short or long-term disability programs, as applicable, with such amount payable for the one-year period following such disability. The agreement also provides for severance compensation equal to one times Ms. Ekizian’s then-current annual base salary and average annual bonus (for the three most recent annual incentive bonuses paid) in the event she is terminated without cause or if she is terminated within one year following a change in control. In the event of any such termination, Ms. Ekizian would also be entitled to continued COBRA coverage under the medical, dental, and vision plans at active employee rates for eighteen months. All severance benefits are contingent upon the Ms. Ekizian’s execution and non-revocation of a general release and waiver of claims. The agreement is subject to certain banking regulatory provisions and provides for a reduction of severance payments if necessary to avoid the impact of the golden parachute payment restrictions of Sections 280G and 4999 of the Internal Revenue Code. Under the agreement, Ms. Ekizian is subject to certain non-compete and non-solicitation provisions for two years following the termination of her employment. Mr. Monte C. McNew’s Employment Agreement In April 2018, we entered into an employment agreement with Mr. McNew. The agreement had an initial term through December 31, 2020, and, in the absence of notice from either party to the contrary, the employment term extends for one additional year on each January 1 thereafter. The agreement provides a disability benefit of up to 66% of Mr. McNew’s annual base salary and average annual bonus (for the three most recent annual bonuses paid) less any amounts received under short or long-term disability programs, as applicable, with such amount payable for the one-year period following such disability. The agreement also provides for severance benefits in the event Mr. McNew’s employment is terminated other than for cause, or if the employment is terminated by Mr. McNew for good reason. In the event of any such termination, Mr. McNew’s severance benefit is an amount equal to 200% of his annual base salary and average annual bonus (for the three most recent annual bonuses paid), and he is entitled to the same severance amount in a lump sum if he is terminated within two years following a change in control. In the event of any such termination, Mr. McNew would also be entitled to continued COBRA coverage under the medical, dental, and vision plans at active employee rates for eighteen months. All severance benefits are contingent upon the executive’s execution and non-revocation of a general release and waiver of claims. The agreement is subject to certain banking regulatory provisions and provides for an automatic reduction of severance payments to the extent such payments would be subject to the golden parachute payment restrictions of Sections 280G and 4999 of the Internal Revenue Code. Under the agreement, Mr. McNew is subject to certain non-compete and non-solicitation provisions for two years following the termination of his employment. Equity Incentive Plans QCR Holdings currently maintains the 2016 Equity Incentive Plan and the 2024 Equity Incentive Plan, as described in more detail above. Pursuant to the Equity Incentive Plans, unless provided otherwise in the agreements setting forth the terms of the award, vesting of awards under the Equity Incentive Plans will accelerate upon a “change in control” of QCR Holdings (as defined in the Equity Incentive Plans) if the awards are not assumed or otherwise equitably converted into comparable awards by the acquiring company. If the awards are assumed by the acquirer and a participant’s employment is terminated without “cause” or a participant resigns for “good reason,” the participant’s awards will become vested. This is what is known as a “double trigger” approach, as compared to a “single trigger” approach which provides for vesting solely upon a change in control (without a termination of employment). We use the double trigger approach for equity awards under our Equity Incentive Plans because we believe it provides adequate employment protection while reducing, for the stockholders’ benefit, potential transaction costs associated with the awards. In addition, the award agreements generally provide that vesting will accelerate upon the participant’s disability or death.

  60. CEO Pay Ratio

    CEO Pay Ratio As required by the SEC rule, we are providing information about the relationship of the annual total compensation of Todd A. Gipple, our chief executive officer, and the median annual total compensation of our employees. As both Messrs. Gipple and Helling served as Chief Executive Officer during the year, we determined our Chief Executive Officer’s compensation by annualizing the compensation of Mr. Gipple, who was serving as Chief Executive Officer on the date selected to identify the median employee. The median employee was identified from all full-time and part-time employees, excluding Mr. Gipple, who were employed by QCR Holdings and its subsidiaries on December 31, 2025. All of our employees are located in the United States. A total of 1,202 employees were included. Compensation was measured over the 12-month period beginning on January 1, 2025 and ending on December 31, 2025. In identifying the median employee, each employee’s compensation was determined using 2025 W-2 compensation. Wages were annualized for our employees who did not work the entire calendar year. Mr. Gipple had 2025 annual total compensation of $1,713,726 as reflected in the Summary Compensation Table included in this proxy statement. The median employee’s annual total compensation for 2025 that would be reportable in the Summary Compensation Table, if the employee were a NEO, was $57,204. As a result, the CEO pay ratio is approximately 30:1.

  61. Pay Versus Performance

    Pay Versus Performance In accordance with the rules adopted by the SEC, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 we are providing the following disclosure regarding the relationship between executive compensation actually paid to our NEOs and certain financial performance of QCR Holdings for the fiscal years listed below.

  62. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for CEO Mr. Helling(1) | Compensation Actually Paid to CEO Mr. Helling(2) | Summary Compensation Table Total for CEO Mr. Gipple(1) | Compensation Actually Paid to CEO Mr. Gipple(2) | Average Summary Compensation Table Total for Non-CEO NEOs(3) | Average Compensation Actually Paid to Non-CEO NEOs(2)(3) | Total Shareholder Return | Peer Group Total Shareholder Return(4) | Net Income in Thousands | Adjusted Earnings Per Share(5) | | 2025 | $1,419,359 | $1,027,985 | $1,713,726 | $1,533,696 | $537,547 | $531,439 | $215 | $196 | $127,194 | $7.64 | | 2024 | $1,579,631 | $1,609,228 | - | - | $857,583(6) | $965,847 | $207 | $148 | $113,850 | $7.03 | | 2023 | $1,798,583 | $1,342,391 | - | - | $710,698 | $682,704 | $150 | $108 | $113,558 | $6.82 | | 2022 | $1,855,117 | $1,152,003 | - | - | $797,011 | $601,280 | $127 | $109 | $99,066 | $6.89 | | 2021 | $1,939,141 | $1,458,808 | - | - | $810,346 | $856,847 | $142 | $138 | $98,905 | $6.37 |

  63. Pay Versus Performance

    | (1) On May 22, 2025, Mr. Gipple transitioned to the role of President and Chief Executive Officer of QCR Holdings. Prior to such date, Mr. Helling served as our Chief Executive Officer. | | (2) See the table immediately following these footnotes for a reconciliation of the Summary Compensation Table compensation and the Compensation Actually Paid to the CEO and Non-CEO NEOs. | | (3) Our non-CEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Messrs. Anderson and McNew, and Mses. Winter and Ekizian; (ii) for 2024, Messrs. Gipple and McNew, Ms. Winter and John H. Anderson; (iii) for 2023 and 2022, Messrs. Gipple, Gibson, and McNew and John H. Anderson; and (iv) for 2021, Messrs. Gipple, and McNew, John H. Anderson, and Dana L. Nichols. | | (4) Reflects the cumulative total shareholder return based on the KBW NASDAQ Bank Index, which we also use in the stock performance graph included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. | | (5) Adjusted earnings per share is a non-GAAP financial measure. As calculated from our audited financial statements, adjusted earnings per share equals net income (i) less (A) securities gains (losses), (B) fair value gain (loss) on derivatives, (C) post-acquisition compensation, transition and integration costs, and (D) goodwill impairment and restructuring expense and (ii) divided by the weighted average common and common equivalent shares outstanding. | | (6) The Average Summary Compensation Table Total for Non-CEO NEOs in 2024 includes the incremental fair value of the unvested equity awards that vested on John H. Anderson’s retirement due to the modification of such awards. |

  64. Pay Versus Performance

    The following table reconciles the amounts reported under the “Total” column of the Summary Compensation Table with the Compensation Actually Paid in the above table:

  65. Pay Versus Performance

    | | | CEO | | | | | Non-CEO NEOs | | | | | | | 2025 | 2025 | 2024 | 2023 | 2022 | 2021 | 2025 | 2024 | 2023 | 2022 | 2021 | | | Mr. Gipple | Mr. Helling | Mr. Helling | Mr. Helling | Mr. Helling | Mr. Helling | | | | | | | Total Compensation as reported in the Summary Compensation Table (“SCT”) | 1,713,726 | 1,419,359 | 1,579,631 | 1,798,583 | 1,855,117 | 1,939,141 | 537,547 | 857,583 | 710,698 | 797,011 | 810,346 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (490,389) | (273,146) | (215,632) | (303,489) | (294,582) | (286,937) | (65,681) | (117,026) | (105,819) | (113,945) | (134,808) | | - Pension values as reported in the SCT | (179,172) | (440,505) | (222,806) | (500,083) | (561,512) | (725,382) | 0 | (34,035) | (74,792) | (154,216) | (150,024) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 474,327 | 304,086 | 307,101 | 251,617 | 203,565 | 274,001 | 73,604 | 130,742 | 101,531 | 114,802 | 195,959 | | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | (2,312) | (5,190) | 138,379 | 77,112 | (61,581) | 177,669 | (14,031) | 115,766 | 40,892 | (38,590) | 96,761 | | Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied during Fiscal Year | (1,384) | 0 | 0 | 6,245 | (10,552) | 61,734 | 0 | 8,122 | 7,377 | (8,405) | 34,570 | | Pension Benefit Service Cost | 18,900 | 23,381 | 22,555 | 12,406 | 21,548 | 18,582 | 0 | 4,695 | 2,817 | 4,623 | 4,043 | | Compensation Actually Paid (“CAP”) | 1,533,696 | 1,027,985 | 1,609,228 | 1,342,391 | 1,152,003 | 1,458,808 | 531,439 | 965,847 | 682,704 | 601,280 | 856,847 |

  66. Pay Versus Performance

    The most important financial performance measures used by QCR Holdings in setting compensation for the CEO and all non-CEO NEOs for 2025 are listed in the table below.

  67. Pay Versus Performance

    | Adjusted earnings per share(1) | | Net income | | Total nonperforming assets to total assets ratio | | Adjusted loan growth(2) | | Noninterest income | | Return on average equity |

  68. Pay Versus Performance

    | (1) Adjusted earnings per share is a non-GAAP measure calculated from our audited financial statements as set forth in footnote 5 of the Pay Versus Performance table. | | (2) Adjusted loan growth is a non-GAAP measurement. As calculated from our audited financial statements, adjusted loans are defined as total loans/leases receivable held for investment less those loans/leases generated by m2 or our specialty finance lending business. |

  69. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION QCR Holdings uses a combination of cash and stock-based compensation to attract and retain qualified non-employee directors to serve on the boards of directors of QCR Holdings and its affiliates. In setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties as well as the skill level required of members of the boards of directors of QCR Holdings and its affiliates. None of the non-employee directors of QCR Holdings or its affiliates receive any compensation or other payment in connection with his or her service as a director other than compensation received as set forth below.

  70. Director Compensation Table

    Director Compensation Table

  71. Director Compensation Table

    | Name | Fees Earned ($)(1) | Stock Awards ($)(2) | Total ($) | | Mary Kay Bates | 53,700 | 24,000 | 77,700 | | James R. Batten | 68,000 | 28,000 | 96,000 | | John-Paul E. Besong | 49,600 | 24,000 | 73,600 | | Brent R. Cobb | 63,125 | 28,000 | 91,125 | | James M. Field | 71,700 | 28,000 | 99,700 | | John F. Griesemer | 58,200 | 28,000 | 86,200 | | Elizabeth S. Jacobs | 58,200 | 28,000 | 86,200 | | Mark C. Kilmer | 70,700 | 28,000 | 98,700 | | Amy L. Reasner | 59,075 | 28,000 | 87,075 | | Marie Z. Ziegler | 85,900 | 32,000 | 117,900 |

  72. Director Compensation Table

    | (1) Directors may elect to defer the receipt of all or part of their cash fees. All of the directors other than Mr. Batten, Mr. Griesemer, and Ms. Ziegler have elected to defer the receipt of all their cash fees under the QCR Holdings, Inc. 2005 Deferred Income Plan. The deferred fees were used to purchase additional shares of QCR Holdings common stock at market price. | | (2) The amounts set forth in the “Stock Awards” column reflects the grant date fair value of restricted stock awards granted on March 3, 2025, calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock awards are set forth in Note 16 of Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. None of the directors held any vested or unvested stock or option awards as of December 31, 2025. |