QCRH · Qcr Holdings Inc · Financials

WHEREAS, the Company is offering (a) $50,000,000 aggregate principal amount of the Company’s 6.875% Fixed-to-Floating Rate Subordinated Notes due 2035 in the form attached hereto as Exhibit A (the “2035 Subordinated Notes”) and (b) $20,000,000 aggregate principal amount of the Company’s 7.225% Fixed-to-Floating Rate Subordinated Notes due 2037 in the form attached hereto as Exhibit B (the “2037 Subordinated Notes”), to be issued pursuant to this Agreement, which aggregate amount is intended to qualify as Tier 2 Capital;

Issuer evidence: This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of September 15, 2025 (this “Agreement”), is made by and between QCR Holdings, Inc., a Delaware corporation (the “Company”), and [·] (“Purchaser”).

Supporting evidence: “Maturity Date” means September 15, 2035 for the 2035 Subordinated Notes and September 15, 2037 for the 2037 Subordinated Notes.

Supporting evidence: WHEREAS, the Company is offering (a) $50,000,000 aggregate principal amount of the Company’s 6.875% Fixed-to-Floating Rate Subordinated Notes due 2035 in the form attached hereto as Exhibit A (the “2035 Subordinated Notes”) and (b) $20,000,000 aggregate principal amount of the Company’s 7.225% Fixed-to-Floating Rate Subordinated Notes due 2037 in the form attached hereto as Exhibit B (the “2037 Subordinated Notes”), to be issued pursuant to this Agreement, which aggregate amount is intended to qualify as Tier 2 Capital;

Supporting evidence: WHEREAS, the Company is offering (a) $50,000,000 aggregate principal amount of the Company’s 6.875% Fixed-to-Floating Rate Subordinated Notes due 2035 in the form attached hereto as Exhibit A (the “2035 Subordinated Notes”) and (b) $20,000,000 aggregate principal amount of the Company’s 7.225% Fixed-to-Floating Rate Subordinated Notes due 2037 in the form attached hereto as Exhibit B (the “2037 Subordinated Notes”), to be issued pursuant to this Agreement, which aggregate amount is intended to qualify as Tier 2 Capital;

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.

Issuer evidence: 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.

Supporting evidence: ### 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.

Supporting evidence: 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.

Supporting evidence: 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.

WHEREAS, the Company is offering (a) $50,000,000 aggregate principal amount of the Company’s 6.875% Fixed-to-Floating Rate Subordinated Notes due 2035 in the form attached hereto as Exhibit A (the “2035 Subordinated Notes”) and (b) $20,000,000 aggregate principal amount of the Company’s 7.225% Fixed-to-Floating Rate Subordinated Notes due 2037 in the form attached hereto as Exhibit B (the “2037 Subordinated Notes”), to be issued pursuant to this Agreement, which aggregate amount is intended to qualify as Tier 2 Capital;

Issuer evidence: This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of September 15, 2025 (this “Agreement”), is made by and between QCR Holdings, Inc., a Delaware corporation (the “Company”), and [·] (“Purchaser”).

Supporting evidence: “Maturity Date” means September 15, 2035 for the 2035 Subordinated Notes and September 15, 2037 for the 2037 Subordinated Notes.

Supporting evidence: WHEREAS, the Company is offering (a) $50,000,000 aggregate principal amount of the Company’s 6.875% Fixed-to-Floating Rate Subordinated Notes due 2035 in the form attached hereto as Exhibit A (the “2035 Subordinated Notes”) and (b) $20,000,000 aggregate principal amount of the Company’s 7.225% Fixed-to-Floating Rate Subordinated Notes due 2037 in the form attached hereto as Exhibit B (the “2037 Subordinated Notes”), to be issued pursuant to this Agreement, which aggregate amount is intended to qualify as Tier 2 Capital;

Supporting evidence: WHEREAS, the Company is offering (a) $50,000,000 aggregate principal amount of the Company’s 6.875% Fixed-to-Floating Rate Subordinated Notes due 2035 in the form attached hereto as Exhibit A (the “2035 Subordinated Notes”) and (b) $20,000,000 aggregate principal amount of the Company’s 7.225% Fixed-to-Floating Rate Subordinated Notes due 2037 in the form attached hereto as Exhibit B (the “2037 Subordinated Notes”), to be issued pursuant to this Agreement, which aggregate amount is intended to qualify as Tier 2 Capital;

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.

Issuer evidence: 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.

Supporting evidence: The 2037 Notes have a stated maturity of September 15, 2037. The 2037 Notes will bear interest at a fixed rate of 7.225% per year, from and including September 15, 2025 to, but excluding, September 15, 2032. From and including September 15, 2032 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 SOFR, plus 375 basis points. As provided in the 2037 Notes, the interest rate on the 2037 Notes during the applicable floating rate period may be determined based on a rate other than three-month term SOFR.

Supporting evidence: 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.

Supporting evidence: 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.