8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form

8-K

Current Report

Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934

QCR HOLDINGS, INC.

(Exact name of registrant as specified in charter)

Commission

File Number: 0-22208

(309) 736-3584

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).           Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01. Regulation FD Disclosure.

On September 5, 2024, the Company issued a press release announcing the decision to discontinue offering new loans and leases through its equipment finance business, m2 Equipment Finance, LLC. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

The information in Item 7.01 of this Current Report on Form 8-Kand the related exhibit attached hereto is being “furnished” and will not, except to the extent required by applicable lawor regulation, be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, asamended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor will any of such information orexhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

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.

Exhibit 99.1

PRESS RELEASE

QCR Holdings, Inc. to Discontinue OfferingNew Loans and Leases Through m2 Equipment Finance Subsidiary

Moline, IL, September 5, 2024 – QCR Holdings, Inc. (NASDAQ: QCRH) (the “Company”) announced the decision to discontinue offering new loans and leases through its equipment finance business, m2 Equipment Finance, LLC (“m2”), located in Waukesha, WI. m2 was acquired by the Company in 2005 and has provided equipment financing solutions to commercial borrowers since its founding in 1998.

“We expect that this change will improve our profitability, increase liquidity, reduce our credit losses and allow the Company to allocate capital to assets with higher risk-adjusted returns. We will focus our efforts on business units with more opportunity to build client relationships with greater deposit gathering potential,” said Larry J. Helling, the Company’s Chief Executive Officer.

m2 will continue to service its existing $360 million equipment finance portfolio with a reduced staff. The Company expects the majority of the portfolio to amortize over the next 3 years. One-time restructuring expenses of approximately $2.1 million and a goodwill write-down of approximately $0.4 million will be recognized in the third quarter of 2024. The Company expects to earn back the one-time charge in two quarters.

“While m2 has been an important contributor to our company over the past 19 years, market dynamics have continued to evolve, and it became clear that m2 would not achieve our expected returns over the long term. We are extremely grateful to our m2 colleagues for their dedication to serving clients and their contribution to the overall success of QCRH,” added Mr. Helling.

About Us

QCR Holdings, Inc., headquartered in Moline, Illinois, is a relationship-driven, multi-bank holding company serving the Quad Cities, Cedar Rapids, Cedar Valley, Des Moines/Ankeny and Springfield communities through its wholly owned subsidiary banks, Quad City Bank & Trust Company, Cedar Rapids Bank & Trust Company, Community State Bank and Guaranty Bank. The Company has 36 locations in Iowa, Missouri, Wisconsin and Illinois. As of June 30, 2024, the Company had $8.9 billion in assets, $6.9 billion in loans and $6.8 billion in deposits. For additional information, please visit the Company’s website at www.qcrh.com.

Special Note ConcerningForward-Looking Statements. This document contains, and future oral and written statements of the Company and its managementmay contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to thefinancial condition, results of operations, plans, objectives, future performance and business of the Company. Forward-looking statements,which may be based upon beliefs, expectations and assumptions of the Company’s management and on information currently availableto management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “bode”, “predict,” “suggest,” “project”, “appear,” “plan,” “intend,” “estimate,” ”annualize,” “may,” “will,” “would,” “could,” “should,” “likely,” “might,” “potential,” “continue,” “annualized,” “target,” “outlook,” as well as the negative forms of those words, or other similar expressions. Additionally, all statements in thisdocument, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation toupdate any statement in light of new information or future events.

A number of factors, many of which are beyond theability of the Company to control or predict, could cause actual results to differ materially from those in its forward-looking statements.These factors include, among others, the following: (i) the strength of the local, state, national and international economies(includingeffects of inflationary pressures and supply chain constraints); (ii) the economic impact of any future terrorist threats and attacks,widespread disease or pandemics, acts of war or other threats thereof (including the ongoing Israeli-Palestinian conflict and the Russianinvasion of Ukraine), or other adverse external events that could cause economic deterioration or instability in credit markets, andthe response of the local, state and national governments to any such adverse external events; (iii) changes in accounting policiesand practices, as may be adopted by state and federal regulatory agencies, the Financial Accounting Standards Board or the Public CompanyAccounting Oversight Board; (iv) changes in local, state and federal laws, regulations and governmental policies concerning theCompany’s general business as a result of the upcoming 2024 presidential election or any changes in response to failures of otherbanks; (vi) increased competition in the financial services sector, including from non-bank competitors such as credit unions and “fintech” companies, and the inability to attract new customers; (vii) changes in technology and the ability to developand maintain secure and reliable electronic systems; (viii) unexpected results of acquisitions, which may include failure to realizethe anticipated benefits of acquisitions and the possibility that transaction costs may be greater than anticipated; (ix) the lossof key executives or employees; (x) changes in consumer spending; (xi) unexpected outcomes of existing or new litigation involvingthe Company; (xii) the economic impact of exceptional weather occurrences such as tornadoes, floods and blizzards; (xiii) fluctuationsin the value of securities held in our securities portfolio; (xiv) concentrations within our loan portfolio, large loans to certainborrowers, and large deposits from certain clients; (xv) the concentration of large deposits from certain clients who have balancesabove current Federal Deposit Insurance Corporation insurance limits and may withdraw deposits to diversity their exposure; (xvi) thelevel of non-performing assets on our balance sheets; (xvii) interruptions involving our information technology and communicationssystems or third-party servicers; (xviii) breaches or failures of our information security controls or cybersecurity-related incidents,and (xixi) the ability of the Company to manage the risks associated with the foregoing as well as anticipated. These risks and uncertaintiesshould be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additionalinformation concerning the Company and its business, including additional factors that could materially affect the Company’s financialresults, is included in the Company’s filings with the Securities and Exchange Commission.

Contact:

Todd A. Gipple

President and Chief Financial Officer

(309) 743-7745

tgipple@qcrh.com

| QCR Holdings, Inc. | Relationship Driven | 2 |

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