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QCR HOLDINGS INC

For the period ended May 21, 2026. Filed Apr 9, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 21, 2026 · Filed Apr 9, 2026

QCRH$100.85-0.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to § 240.14a-12

QCR Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

3551 Seventh Street, Moline, IL 61265

Phone 309.736.3584

Fax 309.736.3149

www.qcrh.com

April 9, 2026

Dear Stockholder:

On behalf of the Board of Directors and management of QCR Holdings, Inc., we cordially invite you to attend the annual meeting of stockholders of QCR Holdings, Inc., to be held virtually on Thursday, May 21, 2026 at 8:00 a.m. CDT (the “2026 Annual Meeting”). You will be able to attend the 2026 Annual Meeting, vote your shares electronically and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/QCRH2026. You will need to have your unique 16‐digit control number included on your Notice of Internet Availability of Proxy Materials (the “Notice”) or your proxy card (if you received a printed copy of the proxy materials) to join the 2026 Annual Meeting. We are holding the 2026 Annual Meeting online to provide all shareholders equal and ready access to attend the live meeting regardless of their location.

There are a number of proposals to be considered at the 2026 Annual Meeting. Our stockholders will be asked to: (i) elect four persons to serve as Class III directors; (ii) approve, in a non-binding, advisory vote, the compensation of certain executive officers, which is referred to as a “say-on-pay” vote; and (iii) ratify the appointment of RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2026.

We recommend that you vote your shares “FOR” each of the director nominees and “FOR” all of the other proposals presented at the 2026 Annual Meeting.

Regardless of whether you plan to attend the 2026 Annual Meeting, you should vote by following the instructions provided on the Notice as soon as possible. This will ensure that your shares are represented at the 2026 Annual Meeting.

Very truly yours,

Marie Z. Ziegler Chair of the BoardTodd A. Gipple President and Chief Executive Officer

3551 Seventh Street, Moline, IL 61265

Phone 309.736.3584

Fax 309.736.3149

www.qcrh.com

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 21, 2026

To the Stockholders of QCR Holdings, Inc.:

The annual meeting of stockholders of QCR Holdings, Inc., a Delaware corporation, will be held virtually on Thursday, May 21, 2026, at 8:00 a.m. CDT (the “2026 Annual Meeting”). You can attend the 2026 Annual Meeting online, vote your shares electronically and submit questions during the webcast. Instructions on how to attend and participate via the internet, including how to demonstrate proof of stock ownership, are posted on our meeting site at www.virtualshareholdermeeting.com/QCRH2026. You will need to have your unique 16‐digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials) to join the 2026 Annual Meeting. The 2026 Annual Meeting will be held for the following purposes:

1.to elect four Class III directors to serve until the regular annual meeting of stockholders in 2029 and until their successors are elected and have qualified;
2.to approve, in a non-binding, advisory vote, the compensation of certain executive officers, which is referred to as a “say-on-pay” vote;
3.to ratify the appointment of RSM US LLP as QCR Holdings, Inc.’s independent registered public accounting firm for the year ending December 31, 2026; and
4.to transact such other business as may properly be brought before the meeting and any adjournments or postponements of the meeting.

The Board of Directors has fixed the close of business on March 26, 2026 as the record date for the determination of stockholders entitled to notice of, and to vote at, the 2026 Annual Meeting. In the event there is an insufficient number of votes for a quorum or to approve any of the proposals at the time of the 2026 Annual Meeting, the meeting may be adjourned or postponed in order to permit the further solicitation of proxies.

By order of the Board of Directors,

Deborah M. Neyens

Corporate Secretary

Moline, Illinois

April 9, 2026

TABLE OF CONTENTS

Page Number
About the 2026 Annual Meeting2
Proposal 1: Election of Directors7
Nominees and Continuing Directors7
Qualifications of our Board Members and Nominees8
Corporate Governance and the Board of Directors12
General12
Committees of the Board of Directors13
Consideration of Director Candidates15
Board Diversity16
Code of Business Conduct and Ethics16
Board Leadership Structure16
The Board’s Role in Risk Oversight17
Environmental, Social and Governance Matters17
Share Ownership and Retention Guidelines18
Stockholder Communications with the Board, Nomination and Proposal Procedures18
Our Executive Management Team20
Security Ownership of Certain Beneficial Owners21
Executive Compensation23
Compensation Discussion and Analysis23
Overview and Executive Summary23
Objectives of Our Compensation Program24
Elements of Compensation25
Compensation Process28
Analysis of 2025 Compensation30
Regulatory Considerations34
Insider Trading Policy34
Anti-Hedging Policy34
Anti-Pledging Policy34
Clawback Policy35
Practice Related to the Grant of Certain Equity Awards35
Share Ownership and Retention Guidelines35
Compensation Committee Report35
Summary Compensation Table36
Grants of Plan-Based Awards38
Outstanding Equity Awards at Fiscal Year-End39
Option Exercises and Stock Vested in 202540
Pension Benefits41
Potential Payments upon Termination or Change in Control42
Compensation Committee Interlocks and Insider Participation46
CEO Pay Ratio47
Pay Versus Performance47
Relationship Between Pay and Financial Performance49
Director Compensation51
Cash Compensation51
Stock-Based Compensation52
Proposal 2: Non-Binding, Advisory Vote to Approve Executive Officer Compensation53
Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm54
Section 16(a) Beneficial Ownership Reporting Compliance55
Transactions with Management and Directors55
Audit Committee Report56

PROXY STATEMENT

QCR Holdings, Inc., a Delaware corporation (“QCR Holdings,” “we,” or “us”), is the holding company for Quad City Bank and Trust Company (“Quad City Bank and Trust”), Cedar Rapids Bank and Trust Company (“Cedar Rapids Bank and Trust”), Community State Bank and Guaranty Bank. Quad City Bank and Trust is an Iowa state bank located in Bettendorf and Davenport, Iowa and in Moline, Illinois. Quad City Bank and Trust owns m2 Equipment Finance, LLC (“m2”), a Wisconsin limited liability company based in Milwaukee, Wisconsin, which is engaged in the business of leasing machinery and equipment to businesses under direct financing lease contracts. In September 2024, QCR Holdings announced the decision to discontinue offering new loans and leases through m2. Cedar Rapids Bank and Trust is an Iowa state bank located in Cedar Rapids, Cedar Falls and Waterloo, Iowa, serving the Cedar Falls and Waterloo communities through its division, Community Bank & Trust. Community State Bank is an Iowa state bank located in Ankeny, Iowa and five other cities throughout the greater Des Moines area. Guaranty Bank is a Missouri state bank located in Springfield, Missouri and the southwest Missouri markets. When we refer to our “subsidiary banks” in this proxy statement, we are collectively referring to Quad City Bank and Trust, Cedar Rapids Bank and Trust, Community State Bank and Guaranty Bank. When we refer to our “subsidiaries” in this proxy statement, we are collectively referring to our subsidiary banks, as well as our other subsidiaries.

This proxy statement is being furnished in connection with the solicitation by the Board of Directors of QCR Holdings of proxies to be voted at the annual meeting of stockholders (the “2026 Annual Meeting”) to be held virtually on Thursday, May 21, 2026, at 8:00 a.m. CDT, and at any adjournments or postponements of the 2026 Annual Meeting. This proxy statement and the accompanying form of proxy are first being transmitted or delivered to stockholders of QCR Holdings on or about April 9, 2026, together with our 2025 Annual Report to stockholders.

**About the 2026 Annual Meeting

ContentsView on SEC.gov

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