QCR Holdings Enters Material Definitive Agreement

TL;DR

QCR Holdings signed a big deal, new financial obligations incoming.

AI Summary

On September 15, 2025, QCR Holdings, Inc. entered into a material definitive agreement. This filing also discloses the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement. The company is a commercial bank based in Moline, Illinois.

Why It Matters

This filing indicates a significant new agreement for QCR Holdings, Inc., which could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and new financial obligations can introduce financial and operational risks for a company.

Key Players & Entities

• QCR Holdings, Inc. (company) — Registrant
• September 15, 2025 (date) — Date of earliest event reported
• Moline, Illinois (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $1.00 — nge on which registered Common Stock, $1.00 Par Value QCRH The Nasdaq Global Mark
• $50 million — which the Company sold and issued: (i) $50 million in aggregate principal amount of its 6.
• $20 million — due 2035 (the " 2035 Notes "), and (ii) $20 million in aggregate principal amount of its 7.

Filing Documents

• tm2525783d1_8k.htm (8-K) — 36KB
• tm2525783d1_ex10-1.htm (EX-10.1) — 353KB
• tm2525783d1_ex99-1.htm (EX-99.1) — 7KB
• tm2525783d1_ex99-1img001.jpg (GRAPHIC) — 16KB
• 0001104659-25-089992.txt ( ) — 667KB
• qcrh-20250915.xsd (EX-101.SCH) — 3KB
• qcrh-20250915_lab.xml (EX-101.LAB) — 33KB
• qcrh-20250915_pre.xml (EX-101.PRE) — 22KB
• tm2525783d1_8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry into a Material Definitive Agreement. On September 15, 2025, QCR Holdings, Inc. (the " Company ") entered into a Subordinated Note Purchase Agreement (the " Purchase Agreement ") with a certain qualified institutional buyer (the " Purchaser ") pursuant to which the Company sold and issued: (i) $50 million in aggregate principal amount of its 6.875% Fixed-to-Floating Rate Subordinated Notes due 2035 (the " 2035 Notes "), and (ii) $20 million in aggregate principal amount of its 7.225% Fixed-to-Floating Rate Subordinated Notes due 2037 (the " 2037 Notes " and, together with the 2035 Notes, the " Notes "). The Notes were issued by the Company to the Purchaser at a price equal to 100% of their face amount. The Company intends to use the net proceeds it received from the sale of the Notes for general corporate purposes, including the previously-announced redemption of $50 million in aggregate principal amount of the Company's 5.125% Fixed-to-Floating Rate Subordinated Notes due 2030 and $20 million in aggregate principal amount of the Company's 5.25% Fixed-to-Floating Rate Subordinated Notes due 2030. The Purchase Agreement contains certain customary representations, warranties and covenants made by the Company and the Purchaser. The 2035 Notes have a stated maturity of September 15, 2035. The 2035 Notes will bear interest at a fixed rate of 6.875% per year, from and including September 15, 2025 to, but excluding, September 15, 2030. From and including September 15, 2030 to, but excluding the maturity date or early redemption date, the interest rate will reset quarterly at a variable rate equal to the then current three-month term secured overnight financing rate (" SOFR "), plus 350 basis points. As provided in the 2035 Notes, the interest rate on the 2035 Notes during the applicable floating rate period may be determined based on a rate other than three-month term SOFR. The 2037 Notes have a stated maturity of September 15, 2037. The 2037 Notes wi

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

01

Item 7.01. Regulation FD Disclosure. On September 15, 2025, the Company issued a press release announcing the completion of the offering of the Notes, a copy of which is furnished herewith as Exhibit 99.1. The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . 4.1 Form of 6.875% Fixed-to-Floating Rate Subordinated Note due 2035 (included as Exhibit A to the Note Purchase Agreement filed as Exhibit 10.1 hereto). 4.2 Form of 7.225% Fixed-to-Floating Rate Subordinated Note due 2037 (included as Exhibit B to the Note Purchase Agreement filed as Exhibit 10.1 hereto). 10.1 Form of Subordinated Note Purchase Agreement, dated September 15, 2025, by and between QCR Holdings, Inc. and the Purchaser. 99.1 Press Release of QCR Holdings, Inc., dated September 15, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES 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. QCR Holdings, Inc. Date: September 15, 2025 By: /s/ Todd A. Gipple Todd A. Gipple President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR