[D] QCR HOLDINGS INC SEC Filing

Rhea-AI Filing Summary

QCR HOLDINGS INC (QCRH) filed a Form D reporting a Regulation D private offering under Rule 506(b). The filing states a $50,000,000 total offering amount with $50,000,000 sold and $0 remaining, indicating the offering proceeds have been fully subscribed. The securities offered are listed as debt and the stated minimum investment per outside investor is $2,000. The filing records one investor to date, sales commissions and finders' fees of $0, and $0 of proceeds paid to named executives, directors, or promoters. The notice is marked as a new notice with a first sale date of 2025-09-15 and was signed by Nick W. Anderson, SVP, CFO on 2025-09-29.

Positive

• $50,000,000 total offering reported as $50,000,000 sold, indicating the raise was fully subscribed
• No sales commissions or finders' fees reported, reducing transaction costs
• $0 of offering proceeds used to pay named executives, directors, or promoters
• Signed attestation by Nick W. Anderson, SVP, CFO

Negative

• Investor concentration: only 1 investor reported, which may imply single-investor exposure
• Limited public disclosure on specific use of proceeds beyond payments to insiders
• Offering type is debt, which may increase leverage or fixed obligations for the issuer

Insights

Financial Analyst

TL;DR: A $50M debt offering under Rule 506(b) reports full subscription, minimal transaction costs, but shows concentration in one investor.

The filing documents a completed private debt raise of $50,000,000 under Rule 506(b), with no remaining amount to be sold and no sales commissions or finders' fees reported. The minimum investment of $2,000 and only one reported investor suggest the placement may have been to a single institutional or large accredited investor. The absence of proceeds to insiders is positive for governance; however, investor concentration and limited disclosure on use of proceeds beyond payments to insiders limit transparency for external stakeholders.

Corporate Governance Expert

TL;DR: Filing shows clean compensation disclosures and officer attestation, but provides limited investor and proceeds detail.

The Form D indicates no commissions, no finders' fees, and no payments to officers, directors, or promoters from the offering proceeds, which reduces conflicts of interest. The form is signed by the CFO, satisfying attestation requirements. Material governance considerations remain around a single investor and limited public detail on the use of the $50M in gross proceeds beyond the zero payments to named insiders, which constrains independent assessment of allocation and related-party risk.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0000906465

QUAD CITY HOLDINGS INC

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

QCR HOLDINGS INC

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
QCR HOLDINGS INC
Street Address 1		Street Address 2
3551 7TH STREET
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
MOLINE	ILLINOIS	61265	3097363580

3. Related Persons

Last Name	First Name	Middle Name
Gipple	Todd	A.
Street Address 1	Street Address 2
3551 7th Street
City	State/Province/Country	ZIP/PostalCode
Moline	ILLINOIS	61265

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ziegler	Marie	Zelnio
Street Address 1	Street Address 2
3551 7th Street
City	State/Province/Country	ZIP/PostalCode
Moline	ILLINOIS	61265

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Batten	James	R.
Street Address 1	Street Address 2
3551 7th Street
City	State/Province/Country	ZIP/PostalCode
Moline	ILLINOIS	61265

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Field	James	M.
Street Address 1	Street Address 2
3551 7th Street
City	State/Province/Country	ZIP/PostalCode
Moline	ILLINOIS	61265

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Bates	Mary Kay	H.
Street Address 1	Street Address 2
3551 7th Street
City	State/Province/Country	ZIP/PostalCode
Moline	ILLINOIS	61265

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Besong	John-Paul	E.
Street Address 1	Street Address 2
3551 7th Street
City	State/Province/Country	ZIP/PostalCode
Moline	ILLINOIS	61265

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Cobb	Brent	R.
Street Address 1	Street Address 2
3551 7th Street
City	State/Province/Country	ZIP/PostalCode
Moline	ILLINOIS	61265

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Griesemer	John	F.
Street Address 1	Street Address 2
3551 7th Street
City	State/Province/Country	ZIP/PostalCode
Moline	ILLINOIS	61265

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kilmer	Mark	C.
Street Address 1	Street Address 2
3551 7th Street
City	State/Province/Country	ZIP/PostalCode
Moline	ILLINOIS	61265

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Reasner	Amy	L.
Street Address 1	Street Address 2
3551 7th Street
City	State/Province/Country	ZIP/PostalCode
Moline	ILLINOIS	61265

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Anderson	Nick	W.
Street Address 1	Street Address 2
3551 7th Street
City	State/Province/Country	ZIP/PostalCode
Moline	ILLINOIS	61265

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ekizian	Laura
Street Address 1	Street Address 2
3551 7th Street
City	State/Province/Country	ZIP/PostalCode
Moline	ILLINOIS	61265

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Gibson	Kurt	A.
Street Address 1	Street Address 2
3551 7th Street
City	State/Province/Country	ZIP/PostalCode
Moline	ILLINOIS	61265

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Klein	James	D.
Street Address 1	Street Address 2
3551 7th Street
City	State/Province/Country	ZIP/PostalCode
Moline	ILLINOIS	61265

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lee	Nicole	A.
Street Address 1	Street Address 2
3551 7th Street
City	State/Province/Country	ZIP/PostalCode
Moline	ILLINOIS	61265

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
McNew	Monte	C.
Street Address 1	Street Address 2
3551 7th Street
City	State/Province/Country	ZIP/PostalCode
Moline	ILLINOIS	61265

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Winter	Reba	K.
Street Address 1	Street Address 2
3551 7th Street
City	State/Province/Country	ZIP/PostalCode
Moline	ILLINOIS	61265

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

X

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-15				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
X	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $2,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$50,000,000	USD	or Indefinite
Total Amount Sold	$50,000,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
QCR HOLDINGS INC	Nick W. Anderson	Nick W. Anderson	SVP, CFO	2025-09-29

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount did QCR HOLDINGS INC (QCRH) raise in this Form D filing?

The filing reports a $50,000,000 total offering amount with $50,000,000 sold and $0 remaining.

What exemption was claimed for the offering in the QCRH Form D?

The issuer claimed a Regulation D exemption under Rule 506(b).

Were there any sales commissions or finder’s fees reported?

No. The filing reports $0 in sales commissions and $0 in finders' fees.

How many investors participated in QCRH's offering?

The Form D lists a total of 1 investor that has already invested in the offering.

Who signed the Form D for QCR HOLDINGS INC and when?

The Form D was signed by Nick W. Anderson, SVP, CFO on 2025-09-29.