[8-K] QCR HOLDINGS INC Reports Material Event

Rhea-AI Filing Summary

QCR Holdings (QCRH) announced two items. First, it furnished a press release with financial results for the quarter ended September 30, 2025.

Second, on October 20, 2025, the board approved a share repurchase program authorizing the buyback of up to 1,700,000 shares, which is approximately 10% of outstanding shares as of September 30, 2025. The program has no expiration date and replaces the prior program announced on May 19, 2022. Repurchases may occur from time to time through open market purchases or privately negotiated transactions, including under a Rule 10b5-1 plan, and in compliance with the Rule 10b-18 safe harbor. The company is not obligated to repurchase any shares and may extend, modify, suspend, or discontinue the program at its discretion.

Insights

Bank capital and market structure analyst

Flexible buyback authorization up to 10% with no set end date.

The board authorized repurchases of up to 10% of shares outstanding as of September 30, 2025, capped at 1,700,000 shares. Execution may use open-market or privately negotiated transactions, including a Rule 10b5-1 plan, within the Rule 10b-18 safe harbor.

This is an authorization rather than a commitment; actual activity depends on market price, legal limits, and management discretion. The program replaces one announced on May 19, 2022, offering continuity of capital return tools.

There is no expiration date and no minimum purchase requirement. Subsequent disclosures would indicate actual repurchase volumes and pricing if and when executed.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
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CURRENT REPORT

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

Date of Report (Date of earliest event Reported): October 20, 2025

QCR Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware	0-22208	42-1397595
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
3551 Seventh Street, Moline, Illinois 61265
(Address of Principal Executive Offices) (Zip Code)

(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: ​
	☐	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))

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

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 Par Value	QCRH	The Nasdaq Global Market

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐

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Item 2.02. Results of Operations and Financial Condition.

On October 22, 2025, QCR Holdings, Inc. (the “Company”) issued a press release disclosing financial results for the quarter ended September 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being “furnished” and will not, except to the extent required by applicable law or regulation, be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor will any of such information or exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

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Item 8.01. Other Events.

On October 20, 2025, the board of directors of the Company approved a share repurchase program under which the Company is authorized to repurchase, from time to time as the Company deems appropriate, up to 1,700,000 shares of its outstanding common stock, or approximately 10% of its outstanding shares as of September 30, 2025. The shares may, at the discretion of management, be repurchased from time to time in open market purchases as market conditions warrant or in privately negotiated transactions, including pursuant to a Rule 10b5-1 plan, all as effected to the extent permitted by applicable law, including pursuant to the safe harbor provided under Rule 10b-18 of the Exchange Act. The share repurchase program does not have an expiration date, and replaced the Company’s prior share repurchase program announced on May 19, 2022.

The Company is not obligated to purchase any shares under the share repurchase program, and the share repurchase program may be discontinued at any time. The actual timing, number, and share price of shares purchased under the share repurchase program will be determined by the Company at its discretion and will depend on a number of factors, including the market price of the Company’s stock, general market and economic conditions, and applicable legal requirements. The share repurchase program does not obligate the Company to repurchase any dollar amount or number of shares, and the share repurchase program may be extended, modified, suspended or discontinued at any time.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release dated October 22, 2025.
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104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.
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Date: October 22, 2025	By:	/s/ Todd A. Gipple
		Todd A. Gipple
		President and Chief Executive Officer

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