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As filed with the Securities and Exchange Commission on May 17, 2018.

Registration No. 333-224660


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1
TO

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

QCR HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
  6022
(Primary Standard Industrial
Classification Code Number)
  42-1397595
(I.R.S. Employer
Identification Number)

3551 7th Street
Moline, Illinois 61265
(309) 736-3580

(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Douglas M. Hultquist
President and Chief Executive Officer
QCR Holdings, Inc.
3551 7th Street
Moline, Illinois 61265
(309) 736-3580
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Robert M. Fleetwood
Abdul R. Mitha
Barack Ferrazzano Kirschbaum &
Nagelberg LLP
200 W. Madison Street, Suite 3900
Chicago, Illinois 60606
(312) 984-3100
  C. Robert Monroe
Jennifer L. Salisbury
Stinson Leonard Street LLP
1201 Walnut Street
Suite 2900
Kansas City, Missouri 64106-2150
(816) 691-3351



APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC:
As soon as reasonably practicable after the Registration Statement becomes effective and after the conditions to the completion of the proposed transaction described in the proxy statement/prospectus have been satisfied or waived.



           If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

           If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o   Accelerated filer ý   Non-accelerated filer o
(Do not check if a
smaller reporting company)
  Smaller reporting company o

Emerging growth company o

           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 7(a)(2)(B) of the Securities Act.    o



CALCULATION OF REGISTRATION FEE

               
 
Title of Each Class of Securities
to be Registered

  Amount to be
Registered(1)

  Proposed Maximum
Offering Price Per
Unit(2)

  Proposed Maximum
Aggregate Offering
Price(2)

  Amount of
Registration Fee(3)(4)

 

Common Stock, $1.00 par value per share

  1,699,472   N/A   $37,599,422.33   $4,681.13

 

(1)
The estimated maximum number of shares of QCR Holdings, Inc. ("QCR") common stock to be issuable upon completion of the merger of QCR and Springfield Bancshares, Inc. ("Springfield"), as described herein and pursuant to the terms of the Agreement and Plan of Merger between QCR and Springfield, dated as of April 17, 2018, and attached to the proxy statement/prospectus as Appendix A. Pursuant to Rule 416, this Registration Statement also covers an indeterminate number of shares of common stock as may become issuable as a result of stock splits, stock dividends or similar transactions.

(2)
The proposed maximum aggregate offering price of QCR's common stock was calculated based upon the market value of shares of Springfield common stock (the securities to be cancelled in the merger) in accordance with Rule 457(f) under the Securities Act as follows: (i) the product of (A) $8.27, the book value of the shares of Springfield common stock computed as of April 30, 2018, and (B) the estimated maximum number of shares of Springfield common stock that may be exchanged in the merger, (ii) minus $8,330,743.50, the estimated aggregate amount of cash that is to be payable in respect of such shares in connection with the merger.

(3)
Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act and computed pursuant to Rules 457(f) and 457(c) under the Securities Act, based on a rate of $124.50 per $1,000,000 of the proposed maximum aggregate offering price.

(4)
Of which $4,660.79 was previously paid.



           The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

   


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The information in this proxy statement/prospectus is not complete and may be changed. We may not offer or sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY COPY—SUBJECT TO COMPLETION, DATED MAY 17, 2018

LOGO   SPRINGFIELD BANCSHARES, INC.



PROSPECTUS OF QCR HOLDINGS, INC.



PROXY STATEMENT OF SPRINGFIELD BANCSHARES, INC.



Merger Proposal—Your Vote Is Important

DEAR SPRINGFIELD STOCKHOLDERS:

          The board of directors of Springfield Bancshares, Inc. (which we refer to as "Springfield") and QCR Holdings, Inc. (which we refer to as "QCR") have each unanimously approved a transaction that will result in the merger of Springfield with and into QCR (which we refer to as the "merger"). QCR will be the surviving bank holding company in the merger. If the merger is completed, each issued and outstanding share of Springfield common stock will be converted into the right to receive (i) $1.50 in cash; and (ii) 0.3060 shares of QCR common stock (which we refer to as the "exchange ratio"), subject to possible adjustment, including a possible reduction to the cash portion of the merger consideration to the extent that Springfield's adjusted tangible stockholders' equity at the month-end prior to the closing date is less than the applicable threshold described on page 62 of this proxy statement/prospectus, and with cash paid in lieu of fractional shares. As of March 31, 2018, Springfield's tangible stockholders' equity was approximately $44.4 million.

          QCR's common stock currently trades on the Nasdaq Global Market under the symbol "QCRH." Springfield common stock is privately held and not traded in any public market. Based on the closing price of QCR common stock as reported on the Nasdaq Global Market of $44.45 as of April 17, 2018, the trading day immediately preceding the public announcement of the merger, the implied merger consideration that a Springfield stockholder would be entitled to receive for each share of Springfield common stock owned would be $15.10 with an aggregate transaction value of approximately $83.5 million. Based on the closing price of QCR common stock as reported on the Nasdaq Global Market of $47.35 as of May 15, 2018, the latest practicable date before the date of this proxy statement/prospectus, the implied merger consideration that a Springfield stockholder would be entitled to receive for each share of Springfield common stock owned would be $15.99 with an aggregate transaction value of approximately $88.4 million. After the merger is completed, we expect that current QCR stockholders will own approximately 89% of the outstanding shares of common stock of the combined company, and current Springfield stockholders will own approximately 11% of the outstanding shares of common stock of the combined company.

          Among other termination rights described in this proxy statement/prospectus, Springfield is entitled to terminate the merger agreement if the weighted average daily closing sales price of QCR common stock for the 20 trading days ending on the fifteenth day preceding the closing date of the merger (i) is less than $38.19 per share and (ii) represents a percentage change, relative to a base value of $44.93 per share of QCR common stock, that is more than 15% below the percentage change in the Nasdaq Bank Index, measured by comparing the average daily closing value of that index over that 20-day period to a base value of $4,079.11, unless QCR elects to cure either of these deficiencies by increasing the stock or cash portion of the merger consideration.

          We cannot complete the merger unless we obtain the necessary governmental approvals and unless the stockholders of Springfield approve the merger agreement and the transactions contemplated therein. Your vote is important, regardless of the number of shares that you own. Whether or not you plan to attend the special meeting, please take the time to vote by following the voting instructions included in the enclosed proxy card. Submitting a proxy now will not prevent you from being able to vote in person at the special meeting. If you do not vote your shares as instructed in the enclosed proxy card, or if you do not instruct your broker how to vote any shares held for you in "street name," the effect will be a vote against the merger and the transactions contemplated therein.

          The date, time and place of the stockholders' meeting follow:

Date:   June 27, 2018
Time:   10:00 a.m., local time
Place:   DoubleTree Hotel
2431 N. Glenstone Ave.
Springfield, Missouri 65803

          This proxy statement/prospectus contains a more complete description of the special meeting of Springfield stockholders and the terms of the merger. We urge you to review this entire document carefully. You may also obtain information about Springfield and QCR from documents that each has filed with the Securities and Exchange Commission (which we refer to as the "SEC").

          Springfield's board of directors recommends that Springfield's stockholders vote "FOR" approval of the merger agreement and the transactions contemplated therein and "FOR" the other matters to be considered at the special meeting.

    Sincerely,

 

 

SIG

 

 

Robert C. Fulp
Chairman & Chief Executive Officer
Springfield Bancshares, Inc.

          You should read this entire proxy statement/prospectus carefully because it contains important information about the merger. In particular, you should read carefully the information under the section entitled "Risk Factors" beginning on page 17.

          Neither the SEC nor any state securities regulatory body has approved or disapproved of the securities to be issued under this proxy statement/prospectus or determined if this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

          The securities to be issued in connection with the merger are not savings or deposit accounts or other obligations of any bank or nonbank subsidiary of any of the parties, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

          This proxy statement/prospectus is dated May [    ·    ], 2018, and is first being mailed to Springfield's stockholders on or about May [    ·    ], 2018.


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SPRINGFIELD BANCSHARES, INC.

2006 South Glenstone Avenue
Springfield, Missouri 65804
(417) 882-8111



Notice of Special Meeting of Stockholders

Date:   June 27, 2018
Time:   10:00 a.m., local time
Place:   DoubleTree Hotel
2431 N. Glenstone Ave.
Springfield, Missouri 65803

TO SPRINGFIELD STOCKHOLDERS:

        NOTICE IS HEREBY GIVEN that Springfield Bancshares, Inc. (which we refer to as "Springfield") will hold a special meeting of stockholders on June 27, 2018 at 10:00 a.m., local time, at DoubleTree Hotel, 2431 N. Glenstone Ave., Springfield, Missouri 65803. The purpose of the meeting is to consider and vote on the following matters:

        Holders of record of Springfield common stock at the close of business on May 15, 2018 are entitled to receive this notice and to vote at the special meeting and any adjournments or postponements thereof. Approval of the merger agreement and the transactions contemplated therein requires the affirmative vote of the holders of two-thirds of the outstanding shares of Springfield common stock entitled to vote. Approval of the proposal to adjourn the special meeting requires the affirmative vote of the holders of a majority of shares of Springfield common stock represented in person or by proxy at the special meeting and entitled to vote.

        The board of directors of Springfield unanimously recommends that you vote "FOR" approval of the merger agreement and the transactions contemplated therein and "FOR" approval to adjourn the special meeting to permit further solicitation in the event that an insufficient number of votes are cast to approve the merger agreement and the transactions contemplated therein.

        Your vote is important. Whether or not you plan to attend the meeting, please act promptly to vote your shares. You may vote your shares by completing, signing and dating a proxy card and returning it in the accompanying postage paid envelope. Please review the voting instructions described in this proxy statement/prospectus. If you attend the meeting, you may vote your shares in person, even if you have previously submitted a proxy in writing. Submitting a proxy will ensure that your shares are represented at the meeting.

        We will send you a letter of transmittal separately on a later date with instructions informing you how to send in your stock certificates to the exchange agent to receive your portion of the merger consideration. Please do not send in your stock certificates at this time.

        Under Missouri law, if the merger is completed, Springfield stockholders of record who do not vote to approve the merger agreement, and otherwise comply with the applicable provisions of Missouri law pertaining to objecting stockholders, will be entitled to exercise rights of appraisal and obtain


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payment in cash for the fair value of their shares of Springfield common stock by following the procedures set forth in detail in this proxy statement/prospectus. A copy of the section of the General and Business Corporation Law of Missouri pertaining to objecting stockholders' rights of appraisal is included as Appendix B to this proxy statement/prospectus.

        If you have any questions regarding the accompanying proxy statement/prospectus, you may contact Staci Ogle, Springfield's Corporate Secretary, at (417) 882-8111 or sogle@SFCbank.com.

    By Order of the Board of Directors

 

 

GRAPHIC
    Robert C. Fulp
Chairman & Chief Executive Officer
Springfield Bancshares, Inc.

Springfield, Missouri
May [
·], 2018

 

 

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REFERENCES TO ADDITIONAL INFORMATION

        This proxy statement/prospectus incorporates important business and financial information about QCR Holdings, Inc. (which we refer to as "QCR") from documents filed with the Securities and Exchange Commission (which we refer to as the "SEC") that are not included in or delivered with this proxy statement/prospectus. For a listing of the documents incorporated by reference into this proxy statement/prospectus, please see the section entitled "Where You Can Find More Information." You can obtain any of the documents filed with or furnished to the SEC by QCR at no cost from the SEC's website at http://www.sec.gov. You may also request copies of these documents, including documents incorporated by reference in this proxy statement/prospectus, at no cost by requesting them in writing or by telephone at the following address and telephone number:

QCR Holdings, Inc.
3551 7th Street
Moline, Illinois 61265
(309) 736-3580

        The section of this proxy statement/prospectus entitled "Where You Can Find More Information" has additional information about obtaining copies of documents that QCR has filed with the SEC.

        You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five business days before the date of the special meeting. This means that stockholders requesting documents must do so by June 20, 2018, to receive them before the Springfield special meeting.


ABOUT THIS PROXY STATEMENT/PROSPECTUS

        This document, which forms part of a registration statement on Form S-4 filed with the SEC by QCR (File No. 333-224660), constitutes a prospectus of QCR under Section 5 of the Securities Act of 1933, as amended, with respect to the shares of common stock, par value $1.00 per share, of QCR (which we refer to as "QCR common stock") to be issued pursuant to the Agreement and Plan of Merger, dated as of April 17, 2018, by and between QCR and Springfield, as it may be amended from time to time (which we refer to as the "merger agreement"). This document also constitutes a proxy statement of Springfield Bancshares, Inc. (which we refer to as "Springfield") under Section 14(a) of the Securities Exchange Act of 1934, as amended. It also constitutes a notice of meeting with respect to the special meeting at which Springfield stockholders will be asked to consider and vote upon the approval of the merger agreement.

        QCR has supplied all information contained in or incorporated by reference into this proxy statement/prospectus relating to QCR, and Springfield has supplied all information contained in this proxy statement/prospectus relating to Springfield.

        You should rely only on the information contained in, or incorporated by reference into, this document. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this document. This document is dated May [    ·    ], 2018, and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of the applicable document containing the information incorporated by reference. Neither the mailing of this document to Springfield stockholders nor the issuance by QCR of shares of QCR common stock in connection with the merger will create any implication to the contrary.

        This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.


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TABLE OF CONTENTS

 
 
PAGE
 

QUESTIONS AND ANSWERS ABOUT THE MERGER

    1  

SUMMARY

   
7
 

Information about QCR and Springfield

   
7
 

The merger and the merger agreement

    8  

What Springfield stockholders will receive

    8  

Material U.S. federal income tax consequences of the merger

    8  

Springfield's reasons for the merger; Board recommendation to Springfield's stockholders

    9  

Interests of officers and directors of Springfield in the merger may be different from, or in addition to, yours

    9  

Springfield stockholders will have dissenters' rights in connection with the merger

    9  

The merger and the performance of the combined company are subject to a number of risks

    9  

Stockholder approval will be required to complete the merger and approve the other proposals set forth in the notice

    10  

Completion of the merger is subject to regulatory approvals

    10  

Conditions to the merger

    10  

How the merger agreement may be terminated by QCR and Springfield

    12  

Termination fees and expenses may be payable under some circumstances

    13  

Voting and support agreement

    14  

Accounting treatment of the merger

    14  

Certain differences in QCR stockholder rights and Springfield stockholder rights

    14  

QCR shares will be listed on Nasdaq

    14  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF QCR

   
15
 

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

   
16
 

RISK FACTORS

   
17
 

SPECIAL NOTES CONCERNING FORWARD-LOOKING STATEMENTS

   
22
 

NON-GAAP FINANCIAL INFORMATION

   
23
 

INFORMATION ABOUT THE SPECIAL MEETING OF SPRINGFIELD STOCKHOLDERS

   
24
 

Purpose

   
24
 

Record date, quorum and vote required

    24  

How to vote your shares

    25  

Shares held in "street name"

    25  

Revocability of proxies

    26  

Proxy solicitation

    26  

THE SPRINGFIELD PROPOSALS

   
27
 

Proposal 1—Approval of the Merger Agreement

   
27
 

Proposal 2—Adjournment of the Special Meeting

    27  

THE MERGER

   
28
 

General

   
28
 

Background of the merger

    28  

Springfield's reasons for the merger and recommendation of the board of directors

    33  

Opinion of D.A. Davidson & Co. 

    36  

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PAGE
 

QCR's reasons for the merger

    50  

Accounting treatment of the merger

    51  

Material U.S. federal income tax consequences of the merger

    51  

Regulatory approvals

    55  

Interests of certain persons in the merger

    55  

Restrictions on resale of QCR common stock

    58  

Springfield stockholder dissenters' rights

    59  

DESCRIPTION OF THE MERGER AGREEMENT

   
61
 

General

   
61
 

Closing and effective time

    61  

Consideration to be received in the merger

    61  

Treatment of Springfield stock options and restricted stock units

    63  

Voting and support agreement

    63  

Exchange procedures

    64  

Conduct of business pending the merger

    64  

Certain covenants of the parties

    66  

No solicitation of or discussions relating to an acquisition proposal

    67  

Representations and warranties

    68  

Conditions to completion of the merger

    69  

Termination

    70  

Termination fees

    72  

Management of QCR and Springfield after the merger

    72  

Expenses

    72  

Nasdaq stock listing

    73  

Amendment

    73  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF SPRINGFIELD

   
74
 

COMPARISON OF RIGHTS OF QCR STOCKHOLDERS AND SPRINGFIELD STOCKHOLDERS

   
76
 

STOCKHOLDER PROPOSALS

   
85
 

LEGAL MATTERS

   
85
 

EXPERTS

   
85
 

WHERE YOU CAN FIND MORE INFORMATION

   
85
 

Appendix A: Agreement and Plan of Merger

   
A-1
 

Appendix B: Section 455 of the General and Business Corporation Law of Missouri

    B-1  

Appendix C: Form of Voting and Support Agreement

    C-1  

Appendix D: Opinion of D.A. Davidson & Co. 

    D-1  

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QUESTIONS AND ANSWERS ABOUT THE MERGER

        The following questions and answers are intended to briefly address some commonly asked questions regarding the merger, the merger agreement and the special meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this document. See "Where You Can Find More Information."

Q:    What is the proposed transaction?

A:
You are being asked to vote on the approval of a merger agreement that provides for the merger of Springfield Bancshares, Inc. (which we refer to as "Springfield") with and into QCR Holdings, Inc. (which we refer to as "QCR"), with QCR as the surviving company (which we refer to as the "merger proposal"). The merger is anticipated to be completed in the third quarter of 2018. After the completion of the merger, QCR intends to operate Springfield First Community Bank, the wholly owned banking subsidiary of Springfield (which we refer to as "SFC Bank"), under SFC Bank's existing charter as a separate, wholly owned banking subsidiary of QCR.

Q:    What will Springfield stockholders be entitled to receive in the merger?

A:
If the merger is completed, each share of Springfield common stock issued and outstanding immediately prior to the effective time of the merger (other than shares owned by Springfield or QCR and any dissenting shares), will be converted into the right to receive (i) $1.50 in cash, and (ii) 0.3060 shares of QCR common stock (which we refer to as the "exchange ratio"), subject to possible adjustment, including a possible reduction to the cash portion of the merger consideration to the extent that Springfield's adjusted tangible stockholders' equity at the month-end prior to the closing date is less than the applicable threshold described in this proxy statement/prospectus, and with cash paid in lieu of fractional shares. As of March 31, 2018, Springfield's tangible stockholders' equity was approximately $44.4 million. Shares of Springfield common stock held by Springfield stockholders who elect to exercise their dissenters' rights (which we refer to as "dissenting shares") will not be converted into merger consideration. See "Description of the Merger Agreement—Consideration to be received in the merger."

Q:    Will the exchange ratio adjust based on the trading price of QCR common stock prior to closing?

A:
No, the exchange ratio is fixed and will not increase or decrease solely due to changes in the trading price of QCR common stock prior to the closing of the merger. However, the merger agreement includes what is commonly referred to as a "double-trigger termination provision," which permits Springfield to terminate the merger agreement if the weighted average daily closing sales price of QCR common stock for the 20 trading days ending on the fifteenth day preceding the closing date of the merger (which we refer to as the "Determination Date") (i) is less than $38.19 per share and (ii) represents a percentage change, relative to a base value of $44.93 per share of QCR common stock, that is more than 15% below the percentage change in the Nasdaq Bank Index, measured by comparing the average daily closing value of that index over that 20-day period to a base value of $4,079.11. If this occurs and Springfield seeks to terminate the merger agreement, then QCR will have the option to cure either of these deficiencies by increasing the merger consideration accordingly.

Q:    How will Springfield equity awards be treated as a result of the merger?

A:
Each Springfield restricted stock unit which is outstanding immediately prior to the effective time shall be fully vested and each holder thereof will become a holder of Springfield common stock

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Q:    What is the value of the per share merger consideration?

        

A:
The value of the merger consideration to be received by Springfield stockholders will fluctuate as the market price of QCR common stock fluctuates before the completion of the merger. This price will not be known at the time of the Springfield special meeting and may be more or less than the current price of common stock or the price of QCR common stock at the time of the special meeting. Based on the closing stock price of QCR common stock on the Nasdaq Global Market on April 17, 2018, the trading day immediately prior to the public announcement of the merger, of $44.45, the implied merger consideration that a Springfield stockholder would be entitled to receive for each share of Springfield common stock owned would be $15.10 with an aggregate transaction value of approximately $83.5 million. Based on the closing price of QCR common stock as reported on the Nasdaq Global Market of $47.35 as of May 15, 2018, the latest practicable date before the date of this proxy statement/prospectus, the implied merger consideration that a Springfield stockholder would be entitled to receive for each share of Springfield common stock owned would be $15.99 with an aggregate transaction value of approximately $88.4 million. After the merger is completed, we expect that current QCR stockholders will own approximately 89% of the outstanding shares of common stock of the combined company, and current Springfield stockholders will own approximately 11% of the outstanding shares of common stock of the combined company. We urge you to obtain current market quotations for shares of QCR common stock.

Q:    Why do Springfield and QCR want to engage in the merger?

A:
Springfield believes that the merger will provide Springfield stockholders with substantial benefits, and QCR believes that the merger will further its strategic growth plans. To review the reasons for the merger in more detail, see "The Merger—Springfield's reasons for the merger and recommendation of the board of directors" and "The Merger—QCR's reasons for the merger."

Q:    In addition to approving the merger agreement, what else are Springfield stockholders being asked to vote on?

A:
In addition to the merger agreement and the transactions contemplated therein, Springfield is soliciting proxies from holders of its common stock with respect to a proposal to adjourn the Springfield special meeting to permit further solicitation in the event that an insufficient number of votes are cast to approve the merger agreement and the transactions contemplated therein (which we refer to as the "adjournment proposal"). Completion of the merger is not conditioned upon approval of the adjournment proposal.

Q:    What does the Springfield board of directors recommend?

A:
Springfield's board of directors has determined that the merger agreement and the transactions contemplated therein are in the best interests of Springfield and its stockholders. Springfield's

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Q:    What vote is required to approve each proposal at the Springfield special meeting, and how will abstentions and broker non-votes affect the vote?

A:
Approval of the merger agreement and the transactions contemplated therein requires the affirmative vote of the holders of two-thirds of the outstanding shares of Springfield common stock entitled to vote. Abstentions, shares not voted and broker non-votes will have the same effect as a vote against the merger proposal. Approval of the adjournment proposal requires the affirmative vote of the holders of a majority of shares of Springfield common stock represented in person or by proxy at the special meeting and entitled to vote. Abstentions are deemed to be represented at the special meeting and thereby have the same effect as a vote against the adjournment proposal. Shares not voted and broker non-votes will have no effect on the adjournment proposal, although they may prevent Springfield from obtaining a quorum and require Springfield to adjourn the special meeting to solicit additional proxies.

Q:    Why is my vote important?

A:
The merger cannot be completed unless the merger agreement is approved by Springfield stockholders. If you fail to submit a proxy or vote in person at the special meeting, or vote to abstain, or you do not provide your bank, brokerage firm or other nominee with voting instructions, as applicable, this will have the same effect as a vote against the approval of the merger agreement. The Springfield board of directors unanimously recommends that Springfield's stockholders vote "FOR" the merger proposal. Completion of the merger is not conditional upon approval of the adjournment proposal.

Q:    What do I need to do now? How do I vote?

        

A:
You may vote at the special meeting if you own shares of Springfield common stock of record at the close of business on the record date for the special meeting, May 15, 2018. After you have carefully read and considered the information contained in this proxy statement/prospectus, please vote by a method described on your proxy card. This will enable your shares to be represented at the special meeting. You may also vote in person at the special meeting. If you do not vote by proxy and do not vote at the special meeting, this will make it more difficult to achieve a quorum for the meeting.

Q:    If my shares of common stock are held in "street name" by my bank, broker or other fiduciary, will my bank, broker or other fiduciary automatically vote my shares for me?

A:
No. Your bank, broker or other fiduciary cannot vote your shares without instructions from you. If your shares are held in "street name" through a bank, broker or other fiduciary, you must provide the record holder of your shares with instructions on how to vote the shares. Please follow the voting instructions provided by the bank, broker or other fiduciary. You may not vote shares held in street name by returning a proxy card directly to Springfield, or by voting in person at the Springfield special meeting, unless you provide a "legal proxy," which you must obtain from your broker, bank or other fiduciary. Further, banks, brokers or other fiduciaries that hold shares of Springfield common stock on behalf of their customers may not give a proxy to Springfield to vote those shares with respect to any of the proposals without specific instructions from their customers,

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Q:    How will my proxy be voted?

A:
If you complete, sign, date and mail your proxy card, your proxy will be voted in accordance with your instructions. If you sign, date and send in your proxy card, but you do not indicate how you want to vote, your proxy will be voted "FOR" approval of the merger agreement and the other proposals in the notice.

Q:    Can I revoke my proxy and change my vote?

A:
You may change your vote or revoke your proxy prior to the special meeting by filing with the corporate secretary of Springfield a duly executed revocation of proxy or submitting a new proxy with a later date. You may also revoke a prior proxy by voting in person at the applicable special meeting.

Q:    Are there risks I should consider in deciding to vote on the approval of the merger agreement?

        

A:
Yes, in evaluating the merger agreement and the transactions contemplated therein, you should read this proxy statement/prospectus carefully, including the factors discussed in the section titled "Risk Factors" beginning on page 17.

Q:    What if I oppose the merger? Do I have dissenters' rights?

A:
Springfield stockholders who do not vote in favor of approval of the merger agreement, and otherwise comply with all of the procedures of the General and Business Corporation Law of Missouri (which we refer to as the "MGBCL"), will be entitled to receive payment in cash of the fair value of their shares of Springfield common stock as ultimately determined under the statutory process. A copy of the applicable section of the MGBCL is attached as Appendix B to this document. This "fair value" could be more than the merger consideration but could also be less.

Q:    What are the material tax consequences of the merger to U.S. holders of Springfield common stock?

Q:    When and where is the Springfield special meeting?

        

A:
The Springfield special meeting will take place on June 27, 2018, at 10:00 a.m. local time, at DoubleTree Hotel, 2431 N. Glenstone Ave., Springfield, Missouri 65803.

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Q:    Who may attend the Springfield special meeting?

A:
Only Springfield stockholders on the record date may attend the special meeting. If you are a stockholder of record, you will need to present the proxy card that you received or another proof of identification in order to be admitted into the meeting.

Q:    Should I send in my Springfield stock certificates now?

A:
No. Springfield plans to mail letters of transmittal within five days following the closing date of the merger. After you receive the letter of transmittal, you should complete the letter of transmittal and, if you hold Springfield stock certificates, return them with your completed form to submit them for exchange. Please send the letter of transmittal and your Springfield stock certificates, if any, to the exchange agent, in the envelope provided with the letter of transmittal. Do not send your stock certificates with your proxy card.

Q:    Whom may I contact if I cannot locate my Springfield stock certificate(s)?

A:
If you are unable to locate your original Springfield stock certificate(s), you should follow the instructions regarding lost or stolen stock certificates set forth in the letter of transmittal that will be mailed to you following the closing date of the merger.

Q:    What should I do if I receive more than one set of voting materials?

A:
Springfield stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of Springfield common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of Springfield common stock and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this proxy statement/prospectus to ensure that you vote every share of Springfield common stock that you own.

Q:    When is the merger expected to be completed?

A:
The merger agreement must be approved by stockholders of Springfield, and we must obtain the necessary regulatory approvals. Assuming Springfield stockholders vote to approve the merger and adopt the merger agreement and we obtain the other necessary approvals and satisfaction or waiver of the other conditions to the closing described in the merger agreement, we expect to complete the merger in the third quarter of 2018. See "Description of the Merger Agreement—Conditions to completion of the merger."

Q:    Is completion of the merger subject to any conditions besides stockholder approval?

A:
Yes. The transaction must receive the required regulatory approvals, and there are other standard closing conditions that must be satisfied. See "Description of the Merger Agreement—Conditions to completion of the merger."

Q:    What happens if the merger is not completed?

A:
Springfield and QCR expect to complete the merger in the third quarter of 2018. However, neither Springfield nor QCR can assure you of when or if the merger will be completed. Springfield and QCR must first obtain the approval of Springfield stockholders for the merger, as well as obtain necessary regulatory approvals and satisfy certain other standard closing conditions. If the merger

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Q:    Who can answer my other questions?

A:
If you have more questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact: Springfield Bancshares, Inc., Corporate Secretary, 2006 South Glenstone Avenue, Springfield, Missouri 65804, (417) 882-8111.

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SUMMARY

        This summary highlights selected information in this proxy statement/prospectus and may not contain all of the information that is important to you. To understand the merger more fully, you should read this entire proxy statement/prospectus carefully, including the Appendices and the documents referred to or incorporated in this proxy statement/prospectus. A copy of the merger agreement is attached as Appendix A to this proxy statement/prospectus and is incorporated by reference herein.

Information about QCR and Springfield

QCR Holdings, Inc.
3551 7th Street
Moline, Illinois 61265
(309) 736-3580

        QCR Holdings, Inc. is a multi-bank financial holding company headquartered in Moline, Illinois, formed in February 1993 under the laws of the state of Delaware. It serves the Quad Cities, Cedar Rapids, Waterloo/Cedar Falls and Rockford communities through the following four wholly-owned banking subsidiaries, which provide full-service commercial and consumer banking and trust and asset management services:

        QCR engages in direct financing lease contracts through m2 Lease Funds, LLC, a wholly-owned subsidiary of Quad City Bank & Trust Company based in Brookfield, Wisconsin. QCR also engages in correspondent banking through more than 190 relationships with community banking institutions headquartered primarily in Illinois, Iowa, Missouri and Wisconsin.

        As of March 31, 2018, QCR had total assets of approximately $4.0 billion, total gross loans, including held for sale, of approximately $3.1 billion, total deposits of approximately $3.3 billion and total stockholders' equity of approximately $360 million.

        QCR common stock is traded on the Nasdaq Global Market under the ticker symbol "QCRH."

Springfield Bancshares, Inc.
2006 South Glenstone Avenue
Springfield, Missouri 65804
(417) 882-8111

        Springfield Bancshares, Inc. is a Missouri corporation and registered bank holding company for Springfield First Community Bank, a Missouri-chartered commercial bank headquartered in Springfield, Missouri. SFC Bank has 1 facility located in the Springfield, Missouri metropolitan statistical area and was established with local ownership, local employees, and local business people. It offers a broad range of loan products to the residential and commercial markets, as well as retail and business banking services. SFC Bank's founders were driven by the need to form a strong independent community bank with the goal of providing exceptional customer service, achieving superior financial performance and maintaining financial strength.

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        As of March 31, 2018, Springfield had consolidated total assets of approximately $560 million, total gross loans of approximately $480 million, total deposits of approximately $446 million and total stockholders' equity of approximately $44.4 million.

        Springfield common stock is privately held and not traded in any public market.

The merger and the merger agreement (See page 61)

        QCR's acquisition of Springfield is governed by a merger agreement. The merger agreement provides that, if all of the conditions set forth in the merger agreement are satisfied or waived, Springfield will be merged with and into QCR. After the consummation of the merger, SFC Bank will be a wholly-owned subsidiary of QCR. The merger is anticipated to be completed in the third quarter of 2018. After the completion of the merger, QCR intends to operate SFC Bank under SFC Bank's existing charter as a separate banking subsidiary of QCR.

        The merger agreement is included as Appendix A to this proxy statement/prospectus and is incorporated by reference herein. We urge you to read the merger agreement carefully and fully, as it is the legal document that governs the merger.

What Springfield stockholders will receive (See page 61)

        If the merger is completed, each share of Springfield common stock issued and outstanding immediately prior to the effective time of the merger (other than shares owned by Springfield or QCR and any dissenting shares), will be converted into the right to receive (i) $1.50 in cash, and (ii) 0.3060 shares of QCR common stock, subject to possible adjustment, including a possible reduction to the cash portion of the merger consideration to the extent that Springfield's adjusted tangible stockholders' equity at the month-end prior to the closing date is less than the applicable threshold described in this proxy statement/prospectus, and with cash paid in lieu of fractional shares. Shares of Springfield common stock held by Springfield stockholders who elect to exercise their dissenters' rights will not be converted into merger consideration.

Material U.S. federal income tax consequences of the merger (See page 51)

        The merger is intended to qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code and it is a condition to QCR's and Springfield's obligations to complete the merger that each of Barack Ferrazzano Kirschbaum & Nagelberg LLP (which we refer to as "Barack Ferrazzano") and Stinson Leonard Street LLP (which we refer to as "Stinson") have delivered opinions, dated as of the closing date, to the effect that the merger qualifies as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. The opinion will not bind the Internal Revenue Service, which could take a different view. Neither QCR nor Springfield has requested or received a ruling from the Internal Revenue Service that the merger will qualify as a reorganization.

        Provided the merger qualifies as a reorganization for United States federal income tax purposes, Springfield stockholders may recognize gain, but will not recognize loss, upon the exchange of their Springfield common stock for shares of QCR common stock and cash. If the sum of the fair market value of the QCR common stock and the amount of cash you receive in exchange for your shares of Springfield common stock exceeds the adjusted basis of your shares of Springfield common stock, you will recognize taxable gain equal to the lesser of the amount of such excess or the amount of cash you receive in the exchange. Generally, any gain recognized upon the exchange will be capital gain, and any such capital gain will be long-term capital gain if you have established a holding period of more than one year for your shares of Springfield common stock. Depending on certain facts specific to you, any gain could instead be characterized as ordinary dividend income.

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        Determining the actual tax consequences of the merger to you as an individual taxpayer can be complicated. The tax treatment will depend on your specific situation and many variables not within our control. For these reasons, we recommend that you consult your tax advisor concerning the federal and any applicable state, local or other tax consequences of the merger to you.

Springfield's reasons for the merger; Board recommendation to Springfield's stockholders (See page 33)

        The Springfield board of directors believes that the merger agreement and the transactions contemplated therein are in the best interests of Springfield and its stockholders. Springfield's board of directors unanimously recommends that Springfield stockholders vote "FOR" the proposal to approve the merger agreement and "FOR" adjournment of the Springfield special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement.

Interests of officers and directors of Springfield in the merger may be different from, or in addition to, yours (See page 55)

        When you consider the Springfield board of directors' recommendation to vote in favor of approval of the merger agreement, you should be aware that some of Springfield's directors and officers may have interests in the merger that are different from, or in addition to, your interests as stockholders. These interests include, among others, employment agreements with SFC Bank, the receipt of certain change in control benefits and rights to ongoing indemnification and insurance coverage by the surviving corporation for acts or omissions occurring prior to the merger. These interests also include QCR's agreement to appoint Timothy O'Reilly to serve as a member of QCR's board of directors following the completion of the merger, subject to any necessary regulatory approval and the satisfactory completion of QCR's director nominee due diligence. The Springfield board of directors was aware of these interests and took them into account in reaching its decisions to approve and adopt the merger agreement and to recommend the approval of the merger agreement to Springfield stockholders.

Springfield stockholders will have dissenters' rights in connection with the merger (See page 59)

        Springfield stockholders may assert dissenters' rights in connection with the merger and, upon complying with the requirements of the MGBCL, receive cash in the amount of the fair value of their shares instead of the merger consideration.

        A copy of the section of the MGBCL pertaining to dissenters' rights is attached as Appendix B to this proxy statement/prospectus. You should read the statute carefully and consult with your legal counsel if you intend to exercise these rights.

The merger and the performance of the combined company are subject to a number of risks (See page 17)

        There are a number of risks relating to the merger and to the businesses of QCR, Springfield and the combined company following the merger. See the "Risk Factors" beginning on page 17 of this proxy statement/prospectus for a discussion of these and other risks relating to the merger. You should also consider the other information in this proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus. See the section of this proxy statement/prospectus entitled "Where You Can Find More Information."

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Stockholder approval will be required to complete the merger and approve the other proposals set forth in the notice (See page 61)

        Approval by Springfield's stockholders at Springfield's special meeting of stockholders on June 27, 2018 is required to complete the merger. The presence, in person or by proxy, of a majority of the shares of Springfield common stock entitled to vote on the merger agreement is necessary to constitute a quorum at the meeting. Each share of Springfield common stock outstanding on the record date entitles its holder to one vote on the merger agreement and any other proposal listed in the notice. Approval of the merger proposal requires the affirmative vote of the holders of two-thirds of the outstanding shares of Springfield common stock entitled to vote. Abstentions, shares not voted and broker non-votes will have the same effect as a vote against the merger proposal. Approval of the adjournment proposal requires the affirmative vote of the holders of a majority of shares of Springfield common stock represented in person or by proxy at the special meeting and entitled to vote. Abstentions are deemed to be represented at the special meeting and thereby have the same effect as a vote against the adjournment proposal. Shares not voted and broker non-votes will have no effect on the adjournment proposal, although they may prevent Springfield from obtaining a quorum and require Springfield to adjourn the special meeting to solicit additional proxies.

Completion of the merger is subject to regulatory approvals (See page 55)

        The merger cannot proceed without obtaining all requisite regulatory approvals. QCR and Springfield have agreed to take all appropriate actions necessary to obtain the required approvals. The merger of QCR and Springfield is subject to prior approval of the Board of Governors of the Federal Reserve System (which we refer to as the "Federal Reserve"). QCR submitted an application with the Federal Reserve Bank of Chicago on April 23, 2018 seeking the necessary approval. The merger may not be completed until 15 days after receipt of Federal Reserve approval, during which time the United States Department of Justice may challenge the merger on antitrust grounds. The commencement of an antitrust action would stay the effectiveness of the Federal Reserve's approval, unless a court specifically orders otherwise.

        In addition, the acquisition of control of Springfield requires the approval of the Missouri Division of Finance (which we refer to as the "MDOF"). QCR submitted an application with the MDOF on April 24, 2018 seeking its approval. The MDOF will, within 30 days after receiving the application, issue an order declaring the acquisition to be lawful or unlawful under the provisions of Missouri banking law.

        After the completion of the merger, QCR intends to operate SFC Bank under SFC Bank's existing charter as a separate banking subsidiary. As a Missouri state chartered non-member bank, SFC Bank is regulated by the Missouri Division of Finance and the Federal Deposit Insurance Corporation (which we refer to as the "FDIC"). After the merger, QCR intends to apply for SFC Bank to become a member of the Federal Reserve system. Upon approval, SFC Bank would switch its primary federal regulator to the Federal Reserve.

        While QCR knows of no reason why the approval of any regulatory application would be denied or unduly delayed, it cannot assure you that all regulatory approvals required to complete the merger will be obtained or obtained in a timely manner.

Conditions to the merger (See page 69)

        Closing Conditions for the Benefit of QCR.    QCR's obligations are subject to fulfillment of certain conditions, including:

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        Closing Conditions for the Benefit of Springfield.    Springfield's obligations are subject to fulfillment of certain conditions, including:

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How the merger agreement may be terminated by QCR and Springfield (See page 70)

        QCR and Springfield may mutually agree to terminate the merger agreement and abandon the merger at any time. Subject to conditions and circumstances described in the merger agreement, either QCR or Springfield may also terminate the merger agreement as follows:

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        In addition, a particular party may terminate the merger agreement as follows:

Termination fees and expenses may be payable under some circumstances (See page 72)

        Termination Fees Payable by Springfield.    Springfield has agreed to pay QCR a termination fee of $1.5 million if QCR terminates the merger agreement because Springfield has breached or failed to perform its obligations under the merger agreement, which breach or failure to perform would result in the failure of any of the closing conditions and such breach or failure has not or cannot be cured within 30 days, provided its inability to satisfy the condition was not caused by QCR's failure to comply in all material respects with any of its obligations under the merger agreement.

        Springfield has agreed to pay QCR a termination fee of $3.0 million if the merger agreement is terminated under the following circumstances:

        Termination Fees Payable by QCR.    QCR has agreed to pay Springfield a termination fee of $1.5 million if Springfield terminates the merger agreement because QCR has breached or failed to perform its obligations under the merger agreement, which breach or failure to perform would result in

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the failure of any of the closing conditions and such breach or failure has not or cannot be cured within 30 days, provided its inability to satisfy the condition was not caused by Springfield's failure to comply in all material respects with any of its obligations under the merger agreement.

Voting and support agreement (See page 63)

        On April 17, 2018, the directors and certain officers of Springfield agreed to vote all of their shares of Springfield common stock in favor of the merger agreement at the special meeting. The voting and support agreement covers approximately 28.4% of Springfield's outstanding shares of common stock as of May 15, 2018. This voting and support agreement terminates if the merger agreement is terminated in accordance with its terms. A copy of the form of voting and support agreement is attached to this proxy statement/prospectus as Appendix C.

Accounting treatment of the merger (See page 51)

        For accounting and financial reporting purposes, the merger will be accounted for under the acquisition method of accounting for business combinations in accordance with accounting principles generally accepted in the United States (which we refer to as "GAAP").

Certain differences in QCR stockholder rights and Springfield stockholder rights (See page 76)

        Because they will receive QCR common stock, Springfield stockholders will become QCR stockholders as a result of the merger. Their rights as stockholders after the merger will be governed by QCR's certificate of incorporation and bylaws. The rights of QCR stockholders are different in certain respects from the rights of Springfield's stockholders. The material differences are described later in this proxy statement/prospectus.

QCR shares will be listed on Nasdaq (See page 73)

        The shares of QCR common stock to be issued pursuant to the merger will be listed on the Nasdaq Global Market under the symbol "QCRH."

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF QCR

        The following table summarizes selected historical consolidated financial data of QCR for the periods and as of the dates indicated. This information has been derived from QCR's consolidated financial statements filed with the SEC. Historical financial data as of and for the three months ended March 31, 2018 and March 31, 2017 are unaudited and include, in management's opinion, all normal recurring adjustments considered necessary to present fairly the results of operations and financial condition of QCR. You should not assume the results of operations for past periods indicate results for any future period.

        You should read this information in conjunction with QCR's consolidated financial statements and related notes thereto included in QCR's Annual Report on Form 10-K as of and for the year ended December 31, 2017, and in QCR's Quarterly Report on Form 10-Q as of and for the quarter ended March 31, 2018, which are incorporated by reference into this proxy statement/prospectus. See "Where You Can Find More Information."

 
  As of and for the three months ended March 31,   As of or for the years ended December 31,  
 
  2018   2017   2017   2016   2015   2014   2013  
 
  (dollars in thousands, except per share data)
 

Statement of Income Data

                                           

Interest income

  $ 39,546   $ 31,345   $ 135,517   $ 106,468   $ 90,003   $ 85,965   $ 81,872  

Interest expense

    7,143     3,676     19,452     11,951     13,707     16,894     17,767  

Net interest income

    32,403     27,669     116,065     94,517     76,296     69,071     64,105  

Provision for loan/lease losses

    2,540     2,105     8,470     7,478     6,871     6,807     5,930  

Non-interest income

    8,541     7,284     30,482     31,037     24,364     21,282     26,846  

Non-interest expense(1)

    25,863     21,273     97,424     81,486     73,192     65,554     65,465  

Income tax expense

    1,991     2,390     4,946     8,903     3,669     3,039     4,618  

Net income

    10,550     9,185     35,707     27,687     16,928     14,953     14,938  

Less: preferred stock dividends and discount accretion

                        1,082     3,168  

Net income attributable to QCR common stockholders

    10,550     9,185     35,707     27,687     16,928     13,871     11,770  

Per Common Share Data

                                           

Net income—Basic(2)

  $ 0.76   $ 0.70   $ 2.68   $ 2.20   $ 1.64   $ 1.75   $ 2.13  

Net income—Diluted(2)

    0.74     0.68     2.61     2.17     1.61     1.72     2.08  

Cash dividends declared

    0.06     0.05     0.20     0.16     0.08     0.08     0.08  

Dividend payout ratio

    7.89 %   7.14 %   7.46 %   7.27 %   4.88 %   4.57 %   3.76 %

Closing stock price

  $ 44.85   $ 42.35   $ 42.85   $ 43.30   $ 24.29   $ 17.86   $ 17.03  

Balance Sheet Data

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Total assets

  $ 4,026,314   $ 3,381,013   $ 3,982,665   $ 3,301,944   $ 2,593,198   $ 2,524,958   $ 2,394,953  

Securities

    638,229     557,646     652,382     574,022     577,109     651,539     697,210  

Total loans/leases

    3,054,903     2,435,850     2,964,485     2,405,487     1,798,023     1,630,003     1,460,280  

Allowance

    36,533     32,059     34,356     30,757     26,141     23,074     21,448  

Deposits

    3,280,001     2,805,931     3,266,655     2,669,261     1,880,666     1,679,668     1,646,991  

Borrowings

    334,802     231,534     309,480     290,952     444,162     662,558     563,381  

Stockholders' equity:

                                           

Preferred

                            29,799  

Common

    360,428     295,840     353,287     286,041     225,886     144,079     117,778  

Key Ratios

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Return on average assets(3)

    1.06 %   1.12 %   1.01 %   0.97 %   0.66 %   0.61 %   0.64 %

Return on average common equity(2)

    11.84     12.63     11.51     10.56     8.79     10.49     11.48  

Return on average equity(3)

    11.84     12.63     11.51     10.56     8.79     10.48     10.24  

Net interest margin, tax equivalent yield (Non-GAAP)(4)(6)

    3.64     3.90     3.78     3.75     3.37     3.15     3.03  

Efficiency ratio (Non-GAAP)(5)(6)

    63.17     60.86     66.48     64.90     72.71     72.55     71.98  

Loans/leases to assets

    75.87     72.04     74.43     72.85     69.34     64.56     60.97  

Loans/leases to deposits

    93.14     86.81     90.75     90.12     95.61     97.04     88.66  

Nonperforming assets to total assets

    0.77     0.81     0.81     0.82     0.74     1.31     1.28  

Allowance to total loan/leases

    1.20     1.32     1.16     1.28     1.45     1.42     1.47  

Allowance to NPLs

    202.11     149.89     184.28     144.85     223.33     114.78     104.70  

Net charge-offs to average loans/leases

    0.01     0.03     0.19     0.14     0.22     0.34     0.31  

(1)
Non-interest expense includes several one-time expenses—most notably, $5.4 million and $2.4 million of acquisition and post-acquisition compensation, transition and integration costs for the years ended December 31, 2017 and December 31, 2016, respectively. See Note 2 to the Consolidated Financial Statements in QCR's Annual Report on Form 10-K for the fiscal year ended December 31, 2017 for additional information regarding the acquisition of Guaranty Bank and Trust Company and Community State Bank. Additionally, 2016 and 2015, respectively, included $4.6 million and $7.2 million of losses on debt extinguishment related to the prepayment of certain borrowings.
(2)
Numerator is net income attributable to QCR common stockholders.
(3)
Numerator is net income attributable to QCR.
(4)
Interest earned and yields on nontaxable investments and nontaxable loans are determined on a tax equivalent basis using a 35% tax rate for periods prior to March 31, 2018 and 21% for the period ended March 31, 2018.
(5)
Non-interest expenses divided by the sum of net interest income before provision for loan/lease losses and non-interest income.
(6)
See "Non-GAAP Financial Information."

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

        QCR common stock trades on the Nasdaq Global Market under the symbol "QCRH." The following table sets forth the high and low reported trading prices per share of QCR common stock and the cash dividends declared per share for the periods indicated.

Quarter Data
  High   Low   Dividend
Declared
 

First quarter 2016

  $ 24.15   $ 18.05   $ 0.04  

Second quarter 2016

    28.74     22.96     0.04  

Third quarter 2016

    32.19     26.41     0.04  

Fourth quarter 2016

    44.80     30.31     0.04  

First quarter 2017

 
$

45.00
 
$

40.65
 
$

0.05
 

Second quarter 2017

    49.80     40.45     0.05  

Third quarter 2017

    50.00     39.85     0.05  

Fourth quarter 2017

    49.70     41.50     0.05  

First quarter 2018

 
$

47.75
 
$

40.40
 
$

0.06
 

Second quarter 2018 (through May 15, 2018)

    48.40     44.05      

        The outstanding shares of Springfield common stock are privately held and are not traded in any public market. The last transaction known by Springfield's management to occur prior to the date of this proxy/statement prospectus was on March 7, 2018, and the sales price was $13.59 per share. The following table sets forth the cash dividends declared per share for the periods indicated for Springfield common stock.

Quarter Data
  Dividend
Declared
 

First quarter 2016

  $ 0.50  

Second quarter 2016

     

Third quarter 2016

     

Fourth quarter 2016

     

First quarter 2017

 
$

0.62
 

Second quarter 2017

     

Third quarter 2017

     

Fourth quarter 2017

     

First quarter 2018

 
$

0.74
 

Second quarter 2018 (through May 15, 2018)

     

        On April 17, 2018, the trading day immediately prior to the public announcement date of the merger agreement, the closing price of QCR common stock was $44.45. On May 15, 2018, the last practicable trading day prior to the mailing date of this proxy statement/prospectus, the closing price of QCR common stock was $47.35.

        Springfield stockholders are urged to obtain current market quotations for shares of QCR common stock and to review carefully the other information contained in this proxy statement/prospectus or incorporated by reference into this proxy statement/prospectus in considering whether to approve the merger agreement. The market price of QCR common stock will fluctuate between the date of this proxy statement/prospectus and the date of completion of the merger. No assurance can be given concerning the market price of QCR common stock before or after the effective time of the merger. Changes in the market price of QCR common stock prior to the completion of the merger will affect the market value of the merger consideration that Springfield stockholders will receive upon completion of the merger.

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RISK FACTORS

        In addition to general investment risks and the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the section "Special Notes Concerning Forward-Looking Statements," you should carefully consider the following risk factors in deciding how to vote for the proposals presented in this proxy statement/prospectus. You should also consider the other information in this proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus. See "References to Additional Information" in the forepart of this proxy statement/prospectus and the section of this proxy statement/prospectus entitled "Where You Can Find More Information."

The Value of the Merger Consideration that Consists of QCR Common Stock Will Fluctuate Based on the Trading Price of QCR Common Stock.

        The number of shares of QCR common stock to be issued in the merger will not automatically adjust based on the trading price of QCR common stock, and the market value of those shares may vary from the closing price of QCR common stock on the date the merger was announced, on the date that this document was mailed to Springfield stockholders, on the date of the special meeting of the Springfield stockholders and on the date the merger is completed and thereafter. Any change in the exchange ratio or the market price of QCR common stock prior to completion of the merger will affect the amount of and the market value of the merger consideration that Springfield stockholders will receive upon completion of the merger. Accordingly, at the time of the special meeting, Springfield stockholders will not know or be able to calculate with certainty the market value of the QCR common stock they would receive upon completion of the merger. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in business, operations and prospects, and regulatory considerations. Many of these factors are beyond QCR's or Springfield's control. You should obtain current market quotations for shares of QCR common stock before you vote.

The Market Price of QCR Common Stock after the Merger May be Affected by Factors Different from Those Affecting the Shares of Springfield or QCR Currently.

        Upon completion of the merger, holders of Springfield common stock will become holders of QCR common stock. QCR's business differs in important respects from that of Springfield and they currently operate in different markets. Accordingly, the results of operations of the combined company and the market price of QCR common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of QCR and Springfield. For a discussion of the businesses and markets of QCR and Springfield and of some important factors to consider in connection with those businesses, please see the documents incorporated by reference in this proxy statement/prospectus and referred to under "Where You Can Find More Information."

Springfield Stockholders Will Have a Reduced Ownership and Voting Interest After the Merger and Will Exercise Less Influence Over Management.

        Springfield stockholders currently have the right to vote in the election of the Springfield board of directors and on other matters requiring stockholder approval under Missouri law and Springfield's articles of incorporation and bylaws. Upon the completion of the merger, each Springfield stockholder will become a stockholder of QCR with a percentage ownership of QCR that is smaller than such stockholder's percentage ownership of Springfield. Additionally, only one member of the Springfield board of directors upon the completion of the merger is expected to become a member of the QCR board of directors. Based on the number of issued and outstanding QCR common shares and shares of Springfield common stock on May 15, 2018, and based on the 1,699,472 total number of QCR shares of

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common stock issuable pursuant to the merger, stockholders of Springfield, as a group, will receive shares in the merger constituting approximately 11% of QCR common shares expected to be outstanding immediately after the merger (without giving effect to any QCR common shares held by Springfield stockholders prior to the merger). Because of this, current Springfield stockholders, as a group, will have less influence on the board of directors, management and policies of QCR (as the combined company following the merger) than they now have on the board of directors, management and policies of Springfield.

QCR May Fail to Realize the Anticipated Benefits of the Merger.

        QCR and Springfield have operated and, until the completion of the merger, will continue to operate, independently. The success of the merger, including anticipated benefits and cost savings, will depend on, among other things, QCR's ability to combine the businesses of QCR and Springfield in a manner that permits growth opportunities, including, among other things, enhanced revenues and revenue synergies, an expanded market reach and operating efficiencies, and does not materially disrupt the existing customer relationships of QCR or Springfield nor result in decreased revenues due to any loss of customers. If QCR is not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. Failure to achieve these anticipated benefits could result in increased costs, decreases in the amount of expected revenues and diversion of management's time and energy and could have an adverse effect on the surviving corporation's business, financial condition, operating results and prospects.

        Certain employees may not be employed by QCR after the merger. In addition, employees that QCR wishes to retain may elect to terminate their employment as a result of the merger, which could delay or disrupt the integration process. It is possible that the integration process could result in the disruption of QCR's or Springfield's ongoing businesses or cause inconsistencies in standards, controls, procedures and policies that adversely affect the ability of QCR or Springfield to maintain relationships with customers and employees or to achieve the anticipated benefits and cost savings of the merger.

        Among the factors considered by the boards of directors of QCR and Springfield in connection with their respective approvals of the merger agreement were the benefits that could result from the merger. There can be no assurance that these benefits will be realized within the time periods contemplated or at all.

Regulatory Approvals May Not Be Received, May Take Longer than Expected or May Impose Conditions that Are Not Presently Anticipated or Cannot Be Met.

        Before the transactions contemplated in the merger agreement can be completed, various approvals must be obtained from the bank regulatory and other governmental authorities. In deciding whether to grant regulatory clearances, the relevant governmental entities will consider a variety of factors, including the regulatory standing of each of the parties. An adverse development in either party's regulatory standing or other factors could result in an inability to obtain one or more of the required regulatory approvals or delay their receipt. The terms and conditions of the approvals that are granted may impose requirements, limitations or costs or place restrictions on the conduct of the combined company's business. QCR and Springfield believe that the merger should not raise significant regulatory concerns and that QCR will be able to obtain all requisite regulatory approvals in a timely manner. Despite the parties' commitments to use their reasonable best efforts to comply with conditions imposed by regulatory entities, under the terms of the merger agreement, QCR and Springfield will not be required to complete the merger if any such approvals would reasonably be expected to materially restrict or burden QCR following the merger. There can be no assurance that regulators will not impose conditions, terms, obligations or restrictions and that such conditions, terms, obligations or restrictions will not have the effect of delaying the completion of the merger, imposing additional material costs on or materially limiting the revenues of the combined company following the

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merger or otherwise reduce the anticipated benefits of the merger if the merger were completed successfully within the expected timeframe. In addition, neither QCR nor Springfield can provide assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the merger. Additionally, the completion of the merger is conditioned on the absence of certain orders, injunctions or decrees by any court or regulatory agency of competent jurisdiction that would prohibit or make illegal the completion of the merger.

The Merger Agreement May Be Terminated in Accordance with Its Terms and the Merger May Not Be Completed.

        The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the merger. Those conditions include: approval of the merger agreement and the transactions it contemplates by Springfield stockholders, receipt of certain requisite regulatory approvals, absence of orders prohibiting completion of the merger, effectiveness of the registration statement of which this proxy statement/prospectus is a part, approval of the issuance of QCR common stock, as applicable, for listing on the Nasdaq Global Market, the accuracy of the representations and warranties by both parties (subject to the materiality standards set forth in the merger agreement) and the performance by both parties of their covenants and agreements, and the receipt by both parties of legal opinions from their respective tax counsels. These conditions to the closing of the merger may not be fulfilled in a timely manner or at all, and, accordingly, the merger may not be completed. In addition, the parties can mutually decide to terminate the merger agreement at any time, before or after stockholder approval, or QCR or Springfield may elect to terminate the merger agreement in certain other circumstances.

Termination of the Merger Agreement Could Negatively Impact Springfield.

        If the merger is not completed for any reason, including as a result of Springfield stockholders declining to approve the merger agreement, the ongoing business of Springfield may be adversely impacted and, without realizing any of the anticipated benefits of completing the merger, Springfield would be subject to a number of risks, including the following:

        If the merger agreement is terminated and Springfield's board of directors seeks another merger or business combination, Springfield stockholders cannot be certain that Springfield will be able to find a party willing to offer equivalent or more attractive consideration than the consideration QCR has agreed to provide in the merger, or that such other merger or business combination will be completed. If the merger agreement is terminated under certain circumstances, Springfield may be required to pay termination fees to QCR.

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Springfield Will Be Subject to Business Uncertainties and Contractual Restrictions While the Merger Is Pending.

        Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Springfield and, consequently, on QCR. These uncertainties may impair Springfield's ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with Springfield to seek to change existing business relationships with Springfield. Retention of certain employees may be challenging during the pendency of the merger, as certain employees may experience uncertainty about their future roles. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the business, QCR's business following the merger could be negatively impacted. In addition, the merger agreement restricts Springfield from making certain transactions and taking other specified actions without the consent of QCR until the merger occurs. These restrictions may prevent Springfield from pursuing attractive business opportunities that may arise prior to the completion of the merger.

Springfield Directors and Officers May Have Interests in the Merger Different From the Interests of Springfield Stockholders.

        The interests of some of the directors and executive officers of Springfield may be different from those of Springfield stockholders, and directors and officers of Springfield may be participants in arrangements that are different from, or are in addition to, those of Springfield stockholders. The members of the Springfield's board of directors knew about these additional interests and considered them among other matters, when making its decision to approve the merger agreement, and in recommending that Springfield's common stockholders vote in favor of adopting the merger agreement. Such interests include, among others:

        These interests are more fully described in this proxy statement/prospectus under the heading "The Merger—Interests of certain persons in the merger."

The Merger Agreement Contains Provisions that May Discourage Other Companies from Trying to Acquire Springfield for Greater Merger Consideration.

        The merger agreement contains provisions that may discourage a third party from submitting a business combination proposal to Springfield that might result in greater value to Springfield's stockholders than the proposed merger with QCR or may result in a potential competing acquirer proposing to pay a lower per share price to acquire Springfield than it might otherwise have proposed to pay absent such provisions. These provisions include a general prohibition on Springfield from soliciting, or, subject to certain exceptions relating to the exercise of fiduciary duties by Springfield's board of directors, entering into discussions with any third party regarding any acquisition proposal or offers for competing transactions. Springfield also has an unqualified obligation to submit the proposal to approve the merger to a vote by its stockholders, even if Springfield receives an alternative acquisition proposal that its board of directors believes is superior to the merger, unless the merger agreement has been terminated in accordance with its terms. In addition, Springfield may be required to pay QCR a termination fee of $3.0 million upon termination of the merger agreement in certain circumstances involving acquisition proposals for competing transactions. See "Description of the Merger Agreement—Termination" and "Description of the Merger Agreement—Termination fees."

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The Opinions of Springfield's Financial Advisor Will Not Reflect Changes in Circumstances between the Signing of the Merger Agreement and the Completion of the Merger.

        Springfield has not obtained an updated opinion from its financial advisor as of the date of this proxy statement/prospectus. Changes in the operations and prospects of Springfield or QCR, general market and economic conditions and other factors that may be beyond the control of Springfield or QCR, and on which Springfield's financial advisor's opinion was based, may significantly alter the value of Springfield or the prices of the QCR common shares or shares of Springfield common stock by the time the merger is completed. The opinion does not speak as of the time the merger will be completed or as of any date other than the date of such opinion. Because Springfield does not currently anticipate asking its financial advisor to update its opinion, the opinion will not address the fairness of the merger consideration from a financial point of view at the time the merger is completed.

QCR and Springfield Will Incur Transaction and Integration Costs in Connection with the Merger.

        Each of QCR and Springfield has incurred and expects that it will incur significant, non-recurring costs in connection with consummating the merger. In addition, QCR will incur integration costs following the completion of the merger as QCR integrates the businesses of the two companies, including facilities and systems consolidation costs and employment-related costs. There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time. See the risk factor entitled "—QCR May Fail to Realize the Anticipated Benefits of the Merger." QCR and Springfield may also incur additional costs to maintain employee morale and to retain key employees. QCR and Springfield will also incur significant legal, financial advisor, accounting, banking and consulting fees, fees relating to regulatory filings and notices, printing and mailing fees and other costs associated with the merger.

The Shares of QCR Common Stock to be Received by Springfield Common Stockholders as a Result of the Merger Will Have Different Rights From the Shares of Springfield Common Stock.

        Upon completion of the merger, Springfield common stockholders will become QCR stockholders and their rights as stockholders will be governed by the Delaware General Corporation Law (which we refer to as the "DGCL") and the QCR certificate of incorporation and bylaws. The rights associated with Springfield common stock are different from the rights associated with QCR common stock. Please see "Comparison of Rights of QCR Stockholders and Springfield Stockholders" for a discussion of the different rights associated with QCR common stock.

Risks Relating to QCR's Business

        You should read and consider risk factors specific to QCR's business that will also affect the combined company after the merger. These risks are described in the sections entitled "Risk Factors" in QCR's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled "Where You Can Find More Information" of this proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus.

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SPECIAL NOTES CONCERNING FORWARD-LOOKING STATEMENTS

        This proxy statement/prospectus (including information incorporated by reference) contains, and future oral and written statements of QCR and Springfield and members of their management may contain, forward-looking statements, within the meaning of such term in the Private Securities Litigation Reform Act of 1995, with respect to the financial condition, results of operations, plans, objectives, future performance and business of QCR and Springfield. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of QCR's and Springfield's management and on information currently available to management, are generally identifiable by the use of words such as "believe," "expect," "anticipate," "bode," "predict," "suggest," "project," "appear," "plan," "intend," "estimate," "may," "will," "would," "could," "should," "likely," or other similar expressions. Additionally, all statements in this proxy statement/prospectus, including forward-looking statements, speak only as of the date they are made, and neither QCR nor Springfield undertakes any obligation to update any statement in light of new information or future events.

        QCR's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. The factors that could have a material adverse effect on the operations and future prospects of QCR and its subsidiaries are detailed in the "Risk Factors" section included under Item 1A. of Part I of QCR's Annual Report on Form 10-K for the year ended December 31, 2017. In addition to the risk factors described in that section, there are other factors that could have a material adverse effect on the operations and future prospects of QCR and its subsidiaries. These additional factors include, but are not limited to, the following:

        These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

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NON-GAAP FINANCIAL INFORMATION

        The following tables present certain non-GAAP financial measures related to net interest margin tax equivalent yield and the efficiency ratio. In compliance with applicable rules of the SEC, all non-GAAP measures are reconciled to the most directly comparable GAAP measure. Net interest margin tax equivalent yield (non-GAAP) is reconciled to net interest margin. The efficiency ratio (non-GAAP) is reconciled to noninterest expense, net interest income and noninterest income.

        Net interest margin tax equivalent yield is a financial measure QCR's management utilizes to take into account the tax benefit associated with certain loans and securities. Interest earned and yields on nontaxable securities and loans are determined on a tax equivalent basis using a 35% tax rate for each period prior to March 31, 2018 and 21% for the quarter ended March 31, 2018. The efficiency ratio is utilized by QCR's management to compare QCR to peers. It is standard in the banking industry and widely utilized by investors.

        Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. Although these non-GAAP financial measures are frequently used by investors to evaluate a company, they have limitations as analytical tools and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP.

 
  As of and for the
three months ended
March 31,
  As of and for the years ended December 31,  
GAAP TO NON-GAAP
RECONCILIATIONS
  2018   2017   2017   2016   2015   2014   2013  
 
  (dollars in thousands)
 

NET INTEREST MARGIN (TEY)

                                           

Net interest income (GAAP)

  $ 32,403   $ 27,669   $ 116,065   $ 94,517   $ 76,296   $ 69,071   $ 64,105  

Plus: Tax equivalent adjustment

    1,353     1,950     9,215     6,021     4,881     3,977     2,605  

Net interest income—tax equivalent (Non-GAAP)

  $ 33,756   $ 29,619   $ 125,280   $ 100,538   $ 81,177   $ 73,048   $ 66,710  

Average earning assets

  $ 3,759,475   $ 3,076,356   $ 3,314,836   $ 2,678,359   $ 2,406,213   $ 2,319,441   $ 2,200,277  

Net interest margin (GAAP)

    3.50 %   3.65 %   3.50 %   3.53 %   3.17 %   2.98 %   2.91 %

Net interest margin (TEY) (Non-GAAP)

    3.64 %   3.90 %   3.78 %   3.75 %   3.37 %   3.15 %   3.03 %

EFFICIENCY RATIO

                                           

Noninterest expense (GAAP)

  $ 25,863   $ 21,273   $ 97,424   $ 81,486   $ 73,192   $ 65,554   $ 65,465  

Net interest income (GAAP)

  $ 32,403   $ 27,669   $ 116,065   $ 94,517   $ 76,296   $ 69,071   $ 64,105  

Noninterest income (GAAP)

    8,541     7,284     30,482     31,037     24,364     21,282     26,846  

Total income

  $ 40,944   $ 34,953   $ 146,547   $ 125,554   $ 100,660   $ 90,353   $ 90,951  

Efficiency ratio (noninterest expense/total income) (Non-GAAP)

    63.17 %   60.86 %   66.48 %   64.90 %   72.71 %   72.55 %   71.98 %

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INFORMATION ABOUT THE SPECIAL MEETING OF SPRINGFIELD STOCKHOLDERS

Purpose

        Springfield stockholders are receiving this proxy statement/prospectus because on May 15, 2018, the record date for the special meeting of stockholders to be held on June 27, 2018, at DoubleTree Hotel, 2431 N. Glenstone Ave., Springfield, Missouri, 65803, at 10:00 a.m, local time, they owned shares of the common stock of Springfield, and the board of directors of Springfield is soliciting proxies for the matters to be voted on at this special meeting, as described in more detail below. Copies of this proxy statement/prospectus began to be mailed to holders of Springfield common stock on May [    ·    ], 2018, and is accompanied by a proxy card for use at the special meeting and at any adjournment(s) of the meeting.

        At the special meeting, Springfield board of directors will ask you to vote upon the following:

        When you sign the enclosed proxy card or otherwise vote pursuant to the instructions set forth on the proxy card, you appoint the proxy holder as your representative at the special meeting. The proxy holder will vote your shares as you have instructed in the proxy card, thereby ensuring that your shares will be voted whether or not you attend the special meeting. Even if you plan to attend the special meeting, we ask that you instruct the proxies how to vote your shares in advance of the special meeting just in case your plans change.

        If you have not already done so, please complete, date and sign the accompanying proxy card and return it promptly in the enclosed, postage paid envelope or otherwise vote pursuant to the instructions set forth on the proxy card. If you do not vote your shares as instructed on the proxy card, or if you do not attend and cast your vote at the special meeting, the effect will be a vote against the merger agreement and the transactions contemplated therein.

Record date, quorum and vote required

        The record date for the Springfield special meeting is May 15, 2018. Springfield's stockholders of record as of the close of business on that day will receive notice of and will be entitled to vote at the special meeting. As of the record date, there were 5,457,329 shares of Springfield common stock outstanding and entitled to vote at the special meeting. The outstanding shares are held by approximately 163 holders of record.

        The presence, in person or by proxy, of a majority of the shares of Springfield common stock entitled to vote on the merger agreement is necessary to constitute a quorum at the special meeting. Each share of Springfield common stock outstanding on the record date entitles its holder to one vote on the matters being brought before the special meeting.

        To determine the presence of a quorum at the special meeting, Springfield will also count as present the shares of Springfield common stock present in person but not voting, and the shares of common stock for which Springfield has received proxies but with respect to which the holders of such shares have abstained or signed without providing instructions. Broker non-votes are not counted as present for the purposes of determining quorum. Based on the number of shares of Springfield common stock outstanding as of the record date, at least 2,728,665 shares need to be present at the special meeting, whether in person or by proxy, to constitute a quorum.

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        Approval of the merger proposal requires the affirmative vote of the holders of two-thirds of the outstanding shares of Springfield common stock entitled to vote. Abstentions, shares not voted and broker non-votes will have the same effect as a vote against the merger proposal. Approval of the adjournment proposal requires the affirmative vote of the holders of a majority of shares of Springfield common stock represented in person or by proxy at the special meeting and entitled to vote. Abstentions are deemed to be represented at the special meeting and thereby have the same effect as a vote against the adjournment proposal. Shares not voted and broker non-votes will have no effect on the adjournment proposal, although they may prevent Springfield from obtaining a quorum and require Springfield to adjourn the special meeting to solicit additional proxies.

        As of the record date for the special meeting, Springfield's directors and executive officers owned a total of 1,550,686 shares, or approximately 28.4% of the outstanding shares, of Springfield common stock. These individuals have entered into a written agreement with QCR that they will vote their shares in favor of the merger agreement, except as may be limited by their fiduciary obligations.

How to vote your shares

        If you properly complete and timely submit your proxy, your shares will be voted as you have directed. You may vote for, against, or abstain with respect to the matters brought before the special meeting. If you are the record holder of your shares and submit your proxy without specifying a voting instruction, your shares will be voted as the Springfield board of directors recommends and will be voted "FOR" approval of the merger agreement and the transactions contemplated therein and "FOR" the adjournment of the special meeting to permit further solicitation in the event that an insufficient number of votes are cast to approve the merger agreement and the transactions contemplated therein. If you do not vote your shares as instructed on the proxy card, or if you do not attend and cast your vote at the special meeting, the effect will be a vote against the merger agreement.

        You should not send any stock certificates with your proxy card. If the merger is approved, you will receive instructions for exchanging your stock certificates after the merger has been completed.

Shares held in "street name"

        If you hold shares in "street name" with a broker, bank or other fiduciary, you will receive voting instructions from the holder of record of your shares. Under the rules of various national and regional securities exchanges, brokers, banks and other fiduciaries may generally vote your shares on routine matters, such as the ratification of an independent registered public accounting firm, even if you provide no instructions, but may not vote on non-routine matters, such as the matters being brought before the special meeting, unless you provide voting instructions. Shares for which a broker does not have the authority to vote are recorded as "broker non-votes" and are not counted in the vote by stockholders or for purposes of a quorum. As a result, any broker non-votes will have the practical effect of a vote against the merger proposal but will not affect the adjournment proposal.

        We therefore encourage you to provide directions to your broker, bank or other fiduciary as to how you want your shares voted on all matters to be brought before the special meeting. You should do this by carefully following the instructions your broker gives you concerning its procedures. Your broker, bank or other fiduciary may allow you to deliver your voting instructions via the telephone or the Internet. Please see the instruction form provided by your broker, bank or other fiduciary that accompanies this proxy statement. If you wish to change your voting instructions after you have returned your voting instruction form to your broker, bank or other fiduciary, you must contact your broker, bank or other fiduciary. If you want to vote your shares of Springfield common stock held in street name in person at the special meeting, you will need to obtain a written proxy in your name from your broker, bank or other fiduciary.

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Revocability of proxies

        You may revoke your proxy at any time before the vote is taken at the special meeting, regardless of whether you submitted your original proxy by mail, the Internet or telephone. To revoke your proxy, you must either advise the Corporate Secretary of Springfield in writing before your Springfield common stock has been voted at the special meeting, deliver a later dated proxy or attend the special meeting and vote your shares in person. Attendance at the special meeting will not in itself constitute revocation of your proxy.

        All written notices of revocation and other communication with respect to the revocation of proxies should be addressed to: Springfield Bancshares, Inc., Corporate Secretary, 2006 Glenstone Avenue, Springfield, Missouri 65804. If you hold your shares in the name of a broker, bank or other fiduciary and desire to revoke your proxy, you will need to contact your broker, bank or other fiduciary to revoke your proxy.

Proxy solicitation

        Springfield will pay the costs associated with the solicitation of proxies for the special meeting. Springfield will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of Springfield. In addition to the solicitation of proxies by mail, directors, officers and employees of Springfield may solicit proxies personally or by telephone. None of these persons will receive additional compensation for these activities.

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THE SPRINGFIELD PROPOSALS

Proposal 1—Approval of the Merger Agreement

        At the Springfield special meeting, stockholders of Springfield will be asked to approve the merger agreement, pursuant to which Springfield will merge with and into QCR, and the transactions contemplated therein. Stockholders of Springfield should read this proxy statement/prospectus carefully and in its entirety, including the appendices, for more detailed information concerning the merger agreement and the transactions contemplated therein. A copy of the merger agreement is attached to this proxy statement/prospectus as Appendix A.

        For the reasons discussed in this proxy statement/prospectus, the board of directors of Springfield unanimously determined that the merger agreement and the transactions contemplated therein are in the best interests of Springfield and its stockholders, and unanimously adopted and approved the merger agreement. The board of directors of Springfield unanimously recommends that Springfield stockholders vote "FOR" approval of the merger agreement and the transactions contemplated therein.


Proposal 2—Adjournment of the Special Meeting

        If, at the Springfield special meeting, the number of shares of Springfield common stock cast in favor of the merger agreement is insufficient to approve the merger agreement and the transactions contemplated therein, Springfield intends to move to adjourn the Springfield special meeting in order to enable the board of directors of Springfield to solicit additional proxies for approval of the merger agreement and the transactions contemplated therein. In this proposal, Springfield is asking its stockholders to authorize the holder of any proxy solicited by the board of directors of Springfield, on a discretionary basis, to vote in favor of adjourning the Springfield special meeting to another time and place for the purpose of soliciting additional proxies.

        The board of directors of Springfield unanimously recommends a vote "FOR" the proposal to adjourn the special meeting.

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THE MERGER

        This section of the proxy statement/prospectus describes material aspects of the merger. While QCR and Springfield believe that the description covers the material terms of the merger and the related transactions, this summary may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus, the attached Appendices and the other documents to which this proxy statement/prospectus refers for a more complete understanding of the merger. The agreement and plan of merger attached hereto as Appendix A, not this summary, is the legal document which governs the merger.

General

        The Springfield board of directors is using this proxy statement/prospectus to solicit proxies from the holders of Springfield common stock for use at the Springfield special meeting of stockholders, at which Springfield stockholders will be asked to approve the merger agreement and thereby approve the merger. When the merger is completed, Springfield will merge with and into QCR and will cease to exist, which will result in SFC Bank being a wholly-owned subsidiary of QCR. The merger is anticipated to be completed in the third quarter of 2018. After the completion of the merger, QCR intends to operate SFC Bank under SFC Bank's existing charter as a separate banking subsidiary of QCR.

        If the merger is completed, each share of Springfield common stock issued and outstanding immediately prior to the effective time of the merger (other than shares owned by Springfield or QCR and any dissenting shares), will be converted into the right to receive, at the election of the stockholder, either (i) $1.50 in cash, and (ii) 0.3060 shares of QCR common stock, subject to possible adjustment, including a possible reduction to the cash portion of the merger consideration to the extent that Springfield's adjusted tangible stockholders' equity at the month-end prior to the closing date is less than the applicable threshold described in this proxy statement/prospectus, and with cash paid in lieu of fractional shares. Shares of Springfield common stock held by Springfield stockholders who elect to exercise their dissenters' rights will not be converted into merger consideration.

Background of the merger

        From time to time, Springfield's board of directors and management evaluate and discuss strategies to strengthen Springfield's business and to enhance profitable growth and value for its stockholders while giving consideration to developments in the banking industry, including industry consolidation, the regulatory environment, conditions in the markets that Springfield serves, competitive considerations and other factors. Springfield's board of directors also regularly reviews the company's performance, risks, opportunities, stock valuation, capital needs, technological investments, infrastructure requirements and long-term objectives.

        Similarly, over the past several years, QCR's board of directors has actively and thoughtfully considered QCR's business and strategic direction, and has explored ways to take advantage of the different opportunities to grow, both organically and through strategic transactions, particularly in new markets in the Midwestern United States, including the Springfield, Missouri market. QCR has completed several acquisitions over the past five years and in connection with their continuing strategic planning, QCR's executive management and members of its board have met frequently with investment banking firms, including representatives of Keefe, Bruyette & Woods, Inc. (which we refer to as "KBW"), to discuss various trends in the industry, the sale and acquisition market and particular financial institutions. The executive management team regularly reported this information to the full board of directors to keep the directors properly knowledgeable and informed on QCR's strategic alternatives.

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        Springfield has formulated its business plan with the intent of providing maximum value to its stockholders by enhancing Springfield's franchise value through strong financial performance. The Springfield board of directors and its executive officers have continuously evaluated the cost of adding additional financial products, locations and alternative delivery methods in an effort to remain competitive in the marketplace while implementing a growth strategy, continuing to deliver the current array of services to Springfield's customers and providing competitive returns to Springfield's stockholders.

        In addition, as part of Springfield's ongoing effort to improve its community banking franchise and to enhance stockholder value, the Springfield board of directors and Springfield's management have periodically reviewed various strategic opportunities available to Springfield, including, among other things, continued independence, acquisitions of smaller banking institutions in or near the markets Springfield serves and strategic mergers with or acquisitions by other financial institutions. To assist with the evaluation and analysis of potential mergers, strategic affiliations and acquisitions, in April 2016, the Springfield board of directors formed a committee comprised of certain members of Springfield's board of directors and executive officers from SFC Bank (which we refer to as the "M&A Committee").

        When considering strategic alternatives from time to time, Springfield's M&A Committee examined the possibility of acquiring other institutions to gain additional profitability through economies of scale. However, acquisition opportunities were limited due in large part to the absence of appropriately-sized targets available for potential acquisition at an attractive price and located in attractive markets consistent with Springfield's strategies.

        The M&A Committee also considered the merits of maintaining Springfield's independence, versus the opportunity to pursue additional stockholder value through the potential sale of Springfield. The independence strategy was maintained in recent years due to, among other things, the strong financial performance of Springfield and its prospects for generating additional stockholder value through organic growth.

        However, over the past few years, Springfield management, the M&A Committee and the Springfield board of directors assessed significant operating risk increases in the banking industry. Specifically, the increasing costs and regulatory burdens associated with increasing compliance and safety and soundness obligations, necessary technology enhancements, required infrastructure investment, cybersecurity risks and increasing competition were noted as challenges to a continued independence strategy.

        In addition, the M&A Committee have viewed the general lack of liquidity in Springfield common stock as a weakness to the independence strategy as shares of Springfield common stock are not traded in an established market and they are traded infrequently. Moreover, operating Springfield as an S-Corporation impacts the liquidity of its common stock.

        The M&A Committee also began to recognize and discuss that as the financial performance, market share and reputation of Springfield continued to grow, so too did the prospects and rationale for pursuing a potential combination with a larger company that would increase Springfield's scale, scope, strength and diversity of operations, product lines and delivery systems, enhancing its ability to provide more comprehensive financial services, higher loan limits and the ability to take advantage of keeping a larger portion of Springfield's loan participations that have been or may be sold to third parties. As the performance and profile of Springfield increased, the M&A Committee anticipated that the interest of larger banking institutions with a presence in or desire to access the Springfield, Missouri market would also increase.

        All of these factors combined led to Springfield's serious consideration of whether the present independence strategy should continue as is or be modified to seek a strategic merger. Based on,

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among other things, Springfield's internal strengths (solid financial performance and metrics, low levels of classified assets, experienced employees and projected growth rates) combined with optimism in the political and economic climate (rising interest rates, presumed softening of the bank regulatory environment and potential corporate income tax cuts), the M&A Committee unanimously determined to preliminarily explore the possibility of merging Springfield in the relatively near-term. The M&A Committee authorized management to consult with its corporate counsel, Stinson, to provide guidance on the initial phases of a potential merger process and to explore the engagement of an investment banking firm to act as financial advisor to Springfield in connection with a potential sale of the company.

        On June 15, 2016, a representative from Springfield executive management had an introductory meeting with a representative from D.A. Davidson (which we refer to as "Davidson") and another investment bank to discuss each of their respective companies and the prospects of potentially working together.

        During the latter half of 2016 and into the early part of 2017, executives from Springfield met with representatives from other investment banking firms to receive their recommendations regarding the strategic course for Springfield. In addition, during this time frame members of the M&A Committee and executives from Springfield had introductory meetings with some potential merger partners, but no specific pricing terms were discussed.

        Two follow-up meetings between Springfield executive management and Davidson occurred on August 23, 2016 and on February 6, 2017. During both of these meetings Davidson addressed among other things: (i) Davidson's industry experience and qualifications in merger transactions; (ii) recent stock market performance, with an emphasis on the financial institutions sector; (iii) the capital market alternatives for community banks; (iv) factors influencing the mergers and acquisitions market for community banks; (v) an analysis of theoretical acquisition opportunities for Springfield; (vi) detailed modeling regarding a hypothetical acquisition opportunity; (vii) precedent merger transactions; (viii) a select list of potential merger partners, including considerations for evaluation of each potential merger partner; (ix) an overview of the merger transaction process and timeline; and, (x) analysis of stock versus cash as transaction consideration. Specifically, for each potential merger partner, Davidson provided publicly available general company information, financial information, including select income statement and balance sheet information, financial performance ratios, deposit and loan composition, stock performance, stock liquidity, a summary of large stockholders and a pro forma branch map.

        On March 3, 2017, Springfield engaged Davidson to provide financial advisory and investment banking services. In approving the engagement of Davidson, Springfield considered, among other things, the type and amount of Davidson's fees, Davidson's expertise in advising financial institutions, including in merger transactions, and Davidson's professional reputation.

        Throughout the spring of 2017, Springfield and Davidson discussed the parameters of Davidson's engagement. Executives from Springfield stressed the preference for a transaction that was predominately stock consideration (although there was an openness to an all cash deal) and that was a financially attractive proposal and with a partner that could assist Springfield in providing a broader and deeper product offering. The M&A Committee believed that partnering with another bank holding company would be beneficial to Springfield's stockholders.

        In April 2017, representatives of Davidson worked with management of Springfield as well as representatives of Stinson to develop materials necessary for the process, including preparing confidentiality agreements and a confidential information memorandum.

        From May to September 2017, Davidson reached out to and had introductory discussions with a select group of potential merger partners that could potentially address Springfield's merger partner requirements. Over that time period, potential partners, including QCR on May 2, 2017, executed a

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confidentiality agreement to move forward with their diligence review. Springfield management, with the assistance of Davidson, had in-person meetings with representatives of six of the potential partners, including QCR. On August 31, 2017 and September 1, 2017, Springfield had preliminary discussions with QCR. The parties spoke about developing discussions further and the possibility of a combination over the ensuing months.

        Throughout the fall of 2017, Springfield, QCR and their respective advisors continued discussions and exchanged additional information on the companies and the prospects of forming a mutual partnership.

        On September 18, 2017, Springfield received a verbal acquisition proposal from a potential merger partner at an indicated per share value of $13.00 to $13.25 with a transaction consideration of 80% stock and 20% cash. Springfield rejected this initial proposal. On September 20, 2017, the same merger partner increased the per share consideration to a range of $13.25 to $13.50. Springfield rejected this revised verbal proposal as well.

        On October 13, 2017, Robert C. Fulp, Springfield's Chairman and Chief Executive Officer, Monte McNew, Springfield's President and a director, and Charlie O'Reilly, a director of Springfield, along with other members of the M&A Committee, met with Douglas M. Hultquist, QCR's President and Chief Executive Officer, Todd A. Gipple, QCR's Executive Vice President, Chief Operating Officer and Chief Financial Officer, John H. Anderson, President and Chief Executive Officer of Quad City Bank and Trust Company, a subsidiary of QCR, Cathie S. Whiteside, then an Executive Vice President of QCR, and Linda K. Neuman and George T. Ralph III, directors of QCR, regarding their respective businesses, cultures and operating philosophies, the general banking environment and Springfield's general ongoing strategy. During November and December 2017, QCR continued its preliminary due diligence review of Springfield, including Springfield's loan portfolio, participation loans and other financial matters.

        On December 18, 2017, a preliminary non-binding proposal from QCR was verbally communicated to Davidson by QCR's financial advisor, KBW. The details of the preliminary non-binding proposal implied an approximately $80.5 million transaction value or $14.27 per Springfield share. Specifically, a 90% stock and 10% cash deal, with the stock component fixed at 0.28944 shares of QCR for each share of Springfield and $1.42 per share in cash. Springfield did not accept this verbal proposal and from mid-December 2017 to mid-January 2018 the parties worked through several of the merger assumptions in greater detail.

        On January 24, 2018, Springfield received a written, non-binding letter of intent from QCR providing updated financial terms. Specifically, a 90% stock and 10% cash deal, with the stock component fixed at 0.3060 shares of QCR for each share of Springfield and $1.50 per share in cash. The implied aggregate deal value was approximately $85.5 million or $15.06 per Springfield share.

        On February 7, 2018, Springfield's M&A Committee, along with representatives from Stinson and Davidson discussed, reviewed and analyzed QCR's updated proposal. Stinson advised the M&A Committee of the fiduciary and legal obligations applicable when considering a merger or sale of Springfield and entering into a non-binding letter of intent.

        Davidson provided a detailed presentation for the M&A Committee, which addressed, among other things: a capital markets and merger market activity update; a summary of QCR's updated proposal including: (i) transaction consideration, (ii) price per share, (iii) implied transaction value and valuation ratios, (iv) exchange ratio, (v) transaction structure, (vi) certain non-financial aspects of the QCR proposal, (v) precedent merger transactions, and, (vi) detailed modeling on the proposed merger with QCR. In addition, Davidson provided additional publicly available information on QCR including: (i) general company information, (ii) summary financial information, (iii) including select income statement and balance sheet information, (iv) financial performance ratios, (v) deposit and loan

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composition, (vi) stock performance, (vii) stock liquidity, (viii) summary historical merger transactions, (ix) institutional stockholder ownership, and (x) institutional equity research on QCR in addition to other materials.

        The M&A Committee engaged in an in-depth and detailed discussion on a range of topics, including, among other things: (i) the perceived relative advantages and disadvantages of QCR as a merger partner; (ii) the business and prospects of QCR and how Springfield's business would align; (iii) the perceived relative merits of owning the common stock of QCR; (iv) the perceived market reaction to a merger transaction between Springfield and QCR; and, (v) the value of the merger consideration proposed by QCR. After the discussion, the M&A Committee unanimously determined that QCR was an optimal merger partner for Springfield and that QCR's updated letter of intent was acceptable, subject to some questions and refinements including the inclusion of a double-trigger walkaway right. Once the follow-up questions were answered and refinements addressed, Springfield executed a revised non-binding letter of intent with QCR on February 20, 2018. Promptly after the execution of the revised non-binding letter of intent, the parties began to exclusively negotiate a definitive agreement and complete due diligence on one another.

        In February and March 2018, QCR completed an extensive due diligence review of Springfield, including a detailed financial review, credit review and management interviews, among other traditional merger-related review processes.

        Representatives for Barack Ferrazzano prepared the initial draft of a proposed merger agreement and, after multiple discussions with QCR's management team, delivered the initial draft of a merger agreement, with terms that followed the final letter of intent, to Stinson on March 9, 2018. During March and April 2018, Stinson and Barack Ferrazzano, with the participation of QCR and Springfield management and Davidson and KBW, negotiated the definitive merger agreement. Multiple drafts of the merger agreement were exchanged between Stinson and Barack Ferrazzano and several topics were discussed and negotiated, including with respect to Springfield's double-trigger walkaway right and a purchase price adjustment based on Springfield's closing total tangible stockholders' equity. Also, during this time period, each party completed due diligence and prepared, circulated and finalized its disclosure schedules listing certain supplements and exceptions to the representations and warranties and covenants contained in the merger agreement.

        In April 2018, Springfield and Davidson completed a reverse due diligence review on QCR, including review of QCR financials, internal documents and discussions with QCR's management team customary in this type of combination.

        At a QCR board meeting on April 11, 2018, the board met with representatives of management, KBW and Barack Ferrazzano to receive an update on the negotiations of the transaction and the current negotiated terms. Representatives of KBW discussed the financial aspects of the proposed transaction. Representatives of Barack Ferrazzano led a discussion summarizing the merger agreement, the scope of the representations and warranties, the nature of the parties' covenants prior to closing, the proposed closing conditions and the termination provisions. They also discussed the directors' fiduciary duties with regard to such a transaction. The QCR board engaged in a lengthy discussion regarding the proposed transaction and the rationales for proceeding with the transaction, which are discussed in more detail in the section entitled "The Merger—QCR's reasons for the merger." Following that discussion, it was the consensus of the board to continue moving forward with completing the documentation of the transaction with the goal of announcing the transaction by the middle of the following week.

        Over the next several days, representatives of QCR and Springfield continued to review and discuss the merger agreement, as well as the terms of the voting agreement.

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        On April 16, 2018, the Springfield board of directors held a special meeting. A representative from Stinson and a representative from Davidson attended the meeting. Stinson advised that a proposed merger agreement had been successfully negotiated and would be presented for adoption by the Springfield board of directors at the meeting. Stinson advised of the fiduciary and legal obligations applicable to directors when considering a merger or sale of Springfield and provided its oral opinion that the merger would be in substantial compliance with all applicable laws. Stinson provided a comprehensive review of the proposed merger agreement, including customary "fiduciary out" provisions in the event Springfield were to receive a superior proposal and the voting agreements certain stockholders were being requested to execute.

        Davidson presented its fairness opinion analysis. This analysis included, among other things, an overview of the sales process, timeline and due diligence summary; a review of the fairness opinion process; a summary of the terms of the proposed merger, including the merger consideration; transaction metrics, including implied valuation multiples; a price sensitivity analysis; implied per share transaction value based on QCR's common stock performance for the last 12 months; pro forma metrics, including the earn-back period for dilution to QCR's tangible book value; a contribution analysis; peer analyses; precedent merger transactions; a net present value analysis; and financial and stock information about QCR. Davidson delivered its oral opinion that, as of April 16, 2018, and based upon and subject to the assumptions presented, the Per Share Merger Consideration (as defined in the merger agreement) to be paid in the merger was fair, from a financial point of view, to Springfield's stockholders.

        The board of directors engaged in an in-depth and detailed discussion about the merger agreement and the fairness opinion analysis. Following the discussion, the board of directors unanimously determined that the merger would be in substantial compliance with all applicable laws and in the best interests of Springfield and its stockholders, adopted the merger agreement, approved and authorized the merger and related transactions, recommended that Springfield stockholders approve the merger agreement and authorized Springfield's executive management to negotiate any final changes to, and to execute and deliver, the merger agreement and the related agreements.

        On April 17, 2018, the QCR board of directors held a special meeting with representatives of management, KBW and Barack Ferrazzano. The board discussed the agreement and confirmed that there were no substantive changes to the agreement or the rationales of the transaction that were discussed at the meeting held on April 11, 2018. Following further discussion, the QCR board unanimously approved the merger agreement and the transactions contemplated thereby.

        On April 17, 2018, QCR and Springfield entered into the merger agreement, and on April 18, 2018, QCR and Springfield issued a joint press release announcing the execution of the merger agreement. Additionally, Springfield announced the transaction at its annual meeting of stockholders on April 18, 2018.

Springfield's reasons for the merger and recommendation of the board of directors

        After careful consideration, at a meeting held on April 16, 2018, the Springfield board of directors unanimously determined that the merger agreement, including the merger and the other transactions contemplated thereby, is in the best interests of Springfield and its stockholders and approved the merger agreement.

        In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement and recommend that its stockholders vote "FOR" the merger agreement, the Springfield board of directors consulted with Springfield management, as well as its

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independent financial and legal advisors, and considered a number of factors, including the following material factors:

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        The Springfield board of directors also considered a number of potential risks and uncertainties associated with the merger in connection with its deliberation of the proposed transaction, including, without limitation, the following:

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        The foregoing discussion of the information and factors considered by the Springfield board of directors is not intended to be exhaustive, but includes the material factors considered by the Springfield board of directors. In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, the Springfield board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Springfield board of directors considered all these factors as a whole, including discussions with, and questioning of Springfield's management and Springfield's independent financial and legal advisors, and overall considered the factors to be favorable to, and to support, its determination.

        The board of directors of Springfield unanimously recommends that you vote "FOR" approval of the merger agreement and the transactions contemplated therein and "FOR" approval to adjourn the special meeting to permit further solicitation in the event that an insufficient number of votes are cast to approve the merger agreement and the transactions contemplated therein. Springfield stockholders should be aware that Springfield's directors and executive officers have interests in the merger that are different from, or in addition to, those of other Springfield stockholders. The Springfield board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement, and in recommending that the merger proposal be approved by the stockholders of Springfield. See "The Merger—Interests of certain persons in the merger."

        This summary of the reasoning of Springfield's board of directors and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading "Special Notes Concerning Forward-Looking Statements."

Opinion of D.A. Davidson & Co.

        On March 3, 2017, Springfield entered into an engagement agreement with Davidson to render financial advisory and investment banking services to Springfield. As part of its engagement, Davidson agreed to assist Springfield in analyzing, structuring, negotiating and, if appropriate, effecting a transaction between Springfield and another corporation or business entity. In a subsequent addendum to its engagement agreement, Davidson also agreed to provide Springfield's board of directors with an opinion as to the fairness, from a financial point of view, to the holders of Springfield common stock of the consideration to be paid to the holders of Springfield common stock in the proposed merger. Springfield engaged Davidson because Davidson is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger and is familiar with Springfield and its business. As part of its investment banking business, Davidson is continually engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

        On April 16, 2018, the Springfield board of directors held a meeting to evaluate the proposed merger. At this meeting, Davidson reviewed the financial aspects of the proposed merger and rendered an opinion to the Springfield board of directors that, as of such date and based upon and subject to assumptions made, procedures followed, matters considered and limitations on the review undertaken, the consideration to be paid to the holders of Springfield's common stock in the proposed merger was fair, from a financial point of view, to Springfield.

        The full text of Davidson's written opinion, dated April 16, 2018, is attached as Appendix D to this proxy statement/prospectus and is incorporated herein by reference. The description of the opinion set forth herein is qualified in its entirety by reference to the full text of such opinion. Springfield's stockholders are urged to read the opinion in its entirety.

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        Davidson's opinion speaks only as of the date of the opinion and Davidson undertakes no obligation to revise or update its opinion. The opinion is directed to the Springfield board of directors and addresses only the fairness, from a financial point of view, of the consideration to be paid to the holders of Springfield common stock in the proposed merger. The opinion does not address, and Davidson expresses no view or opinion with respect to: (i) the underlying business decision of Springfield to engage in the merger, (ii) the relative merits or effect of the merger as compared to any alternative business transactions or strategies that may be or may have been available to or contemplated by Springfield or Springfield's board of directors, or (iii) any legal, regulatory, accounting, tax or similar matters relating to Springfield or its stockholders or relating to or arising out of the merger. The opinion expresses no view or opinion as to any terms or other aspects of the merger, except for the merger consideration. Springfield and QCR determined the consideration through the negotiation process. The opinion does not constitute a recommendation to any Springfield stockholder as to how such stockholder should vote at the Springfield stockholder meeting on the merger or any related matter. The opinion does not express any view as to the amount or nature of the compensation to any of Springfield's officers, directors or employees, or any class of such persons, relative to the merger consideration, or with respect to the fairness of any such compensation. The opinion has been reviewed and approved by Davidson's Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

        Davidson has reviewed this proxy statement/prospectus and consented to the inclusion of its opinion to the Springfield board of directors as Appendix D to this proxy statement/prospectus and to the references to Davidson and its opinion contained herein.

        In connection with rendering its opinion, Davidson reviewed, among other things, the following:

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        In arriving at its opinion, Davidson assumed and relied upon the accuracy and completeness of all information supplied or otherwise made available to Davidson, discussed with or reviewed by or for Davidson, or publicly available, and Davidson did not independently verify, and did not assume responsibility for independently verifying such information, did not undertake an independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Springfield or QCR, nor did Davidson make an independent appraisal or analysis of Springfield or QCR with respect to the merger. In addition, Davidson did not assume any obligation to conduct, nor did Davidson conduct any physical inspection of the properties or facilities of Springfield, and has not been provided with any reports of such physical inspections. Davidson did not make an independent evaluation or appraisal of the adequacy of the allowance for loan losses of Springfield or QCR nor did Davidson review any individual credit files relating to Springfield or QCR. Davidson assumed that the respective allowances for loan losses for both Springfield and QCR are adequate to cover such losses and will be adequate on a pro forma basis for the combined entity. Davidson assumed that there has been no material change in Springfield's or QCR's assets, financial condition, results of operations, cash flows, business or prospects since the date of the most recent financial statements provided to Davidson and that neither Springfield nor QCR is party to any material pending transaction, including without limitation any financing, recapitalization, acquisition or merger, divestiture or spin-off, other than the merger. Davidson assumed in all respects material to its analysis that Springfield will remain as a going concern for all periods relevant to its analysis. Davidson also assumed in all respects material to its analysis that all of the representations and warranties contained in the merger agreement and all related agreements are true and correct. Davidson has assumed that in the course of obtaining the necessary regulatory or other consents or approvals (contractual or otherwise) for the merger, no restrictions, including any divestiture requirements or amendment or modifications, will be imposed that will have a material adverse effect on the contemplated benefits of the merger. Davidson's opinion was necessarily based upon information available to Davidson and economic, market, financial and other conditions as they exist and can be evaluated on the date the fairness opinion letter was delivered to Springfield's board of directors.

        With respect to the financial forecasts and other analyses (including information relating to certain pro forma financial effects of, and strategic implications and operational benefits anticipated to result from, the merger) provided to or otherwise reviewed by or for or discussed with Davidson, Davidson has been advised by management of Springfield, and have assumed with Springfield's consent, that such forecasts and other analyses were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of Springfield as to the future financial performance of Springfield and the other matters covered thereby, and that the financial results (including the potential strategic implications and operational benefits anticipated to result from the merger) reflected in such forecasts and analyses will be realized in the amounts and at the times projected. Davidson assumes no responsibility for and expresses no opinion as to these forecasts and analyses or the assumptions on which they were based. Davidson has relied on the assurances of management of Springfield that they are not aware of any facts or circumstances that would make any of such information, forecasts or analyses inaccurate or misleading.

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        Davidson did not make an independent evaluation of the quality of Springfield or QCR's deposit base, nor has Davidson independently evaluated potential deposit concentrations or the deposit composition of Springfield or QCR. Davidson did not make an independent evaluation of the quality of Springfield's or QCR's investment securities portfolio, nor has Davidson independently evaluated potential concentrations in the investment securities portfolio of the Springfield or QCR.

        Davidson's opinion does not take into account individual circumstances of specific holders with respect to control, voting or other rights which may distinguish such holders.

        Davidson does not express any opinion as to the value of any asset of Springfield whether at current market prices or in the future, or as to the price at which Springfield or its assets could be sold in the future. Davidson also expresses no opinion as to the price at which QCR common stock will trade following announcement of the merger or at any future time.

        Davidson has not evaluated the solvency or fair value of Springfield under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. This opinion is not a solvency opinion and does not in any way address the solvency or financial condition of QCR. Davidson is not expressing any opinion as to the impact of the merger on the solvency or viability of Springfield or QCR or the ability of Springfield or QCR to pay their respective obligations when they come due.

        Set forth below is a summary of the material financial analyses performed by Davidson in connection with rendering its opinion. The summary of the analyses of Davidson set forth below is not a complete description of the analysis underlying its opinion, and the order in which these analyses are described below is not indicative of any relative weight or importance given to those analyses by Davidson. The following summaries of financial analyses include information presented in tabular format. You should read these tables together with the full text of the summary financial analyses, as the tables alone are not a complete description of the analyses.

        Unless otherwise indicated, the following quantitative information, to the extent it is based on market data, is based on market data as of April 12, 2018, the last trading day prior to the date on which Davidson received approval from Davidson's Fairness Opinion Committee to deliver the fairness opinion letter to Springfield's board of directors, and is not necessarily indicative of market conditions after such date.

        Implied Valuation Multiples for Springfield based on Merger Consideration.    Davidson reviewed the financial terms of the proposed merger. As described in the merger agreement, each outstanding share of Springfield common stock will be converted into the right to receive (i) $1.50 in cash and (ii) 0.3060 shares of QCR common stock, subject to possible adjustments described in the merger agreement. The terms and conditions of the merger are more fully described in the merger agreement. For purposes of the financial analyses described below, based on the closing price of QCR common stock on April 12, 2018, of $44.85, the merger consideration represented an implied value of $15.22 per share of Springfield common stock. Based upon financial information as of or for the twelve month period

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ended March 31, 2018 and other financial and market information described below, Davidson calculated the following aggregate transaction ratios:


Aggregate Transaction Ratios

 
  Aggregate  

Transaction Price / Book Value

    194.1 %

Transaction Price / Tangible Book Value

    194.1 %

Tangible Book Premium / Core Deposits(1)

    12.3 %

Transaction Price / Net Income (2017)

    17.8x  

Transaction Price / Net Income (3/31/18 LTM)(3)

    15.8x  

Transaction Price / Net Income (2018 Estimated)(2)(4)

    12.6x  

(1)
Tangible book premium / core deposits calculated by dividing the excess or deficit of the aggregate transaction value compared to tangible book value by core deposits

(2)
Net income have been adjusted to C-Corp equivalent using a 21.0% tax rate

(3)
C-Corp adjusted 3/31/2018 last twelve months ("LTM") net income assumes a corporate tax rate of 35% for the nine months in 2017 and a 21% corporate tax rate for the three months in 2018

(4)
Projections based on Springfield management's forecast

        Price Sensitivity Analysis.    Davidson analyzed the changes in the implied per share deal value by sensitizing QCR's stock price from $39.00 to $51.00 while also noting QCR's stock price as of April 12, 2018, 52-week low, 52-week high, 30-day volume weighted average price ("VWAP"), 90-day VWAP, 30-day average, QCR's stock price as of February 7, 2018 and QCR's stock price as of January 24, 2018. The analysis also sensitized the implied aggregate deal value along with the implied stock / cash mix and implied price / tangible common equity ratio. Davidson also used QCR's historical stock price performance to create a graph showing how the implied per share deal value changed over the last twelve months. The analysis resulted in an implied per share deal value range for Springfield of $14.00 to $16.52 over the last twelve months.

        Davidson reviewed QCR's stock price performance compared to the S&P 500 Index, SNL Bank Index, and the S&P Regional Bank Index over the following time periods: 10-day, 30-day, 60-day, 90-day, 180-day, last twelve months, and since the 2016 election. In addition, Davidson analyzed QCR's trading volume over similar time periods.

        Contribution Analysis.    Davidson analyzed the relative contribution of Springfield and QCR to certain financial and operating metrics for the pro forma combined company. Such financial and operating metrics included: (i) branches; (ii) full time equivalent (which we refer to as "FTE") employees; (iii) assets per FTE employee; (iv) Springfield's C-Corp adjusted net income for the twelve months ended December 31, 2017 and Springfield's C-Corp adjusted estimated net income for the twelve months ended December 31, 2018 based on Springfield management's forecast; (v) QCR's net income for the twelve months ended December 31, 2017 and QCR's estimated net income for the twelve months ended December 31, 2018 based on publicly available consensus Street estimates; (vi) total assets; (vii) gross loans (including loans held for sale); (viii) loan loss reserve; (ix) total deposits; (x) total non-interest bearing deposits; (xi) total non-maturity deposits; (xii) total common equity; and (xiii) total tangible common equity. The relative contribution analysis did not give effect to

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the impact of any synergies as a result of the proposed merger. The results of this analysis are summarized in the table below:


Contribution Analysis

 
  QCRH
Stand-alone
  QCRH
% of Total
  Springfield(1)
Stand-alone
  Springfield(1)
% of Total
  Total  

Company Information

                               

Branches

    26     96.3 %   1     3.7 %   27  

FTE Employees

    641     92.1 %   55     7.9 %   696  

Assets per FTE Employee (in thousands)

  $ 6,213         $ 10,241         $ 6,531  

Income Statement—Projections

   
 
   
 
   
 
   
 
   
 
 

2017 Net Income (in thousands)

  $ 35,707     88.1 % $ 4,841     11.9 % $ 40,548  

2018 Estimated Net Income (in thousands)(2)

  $ 46,240     87.1 % $ 6,821     12.9 % $ 53,060  

Balance Sheet

   
 
   
 
   
 
   
 
   
 
 

Total Assets (in thousands)

  $ 3,982,665     87.6 % $ 563,243     12.4 % $ 4,545,908  

Gross Loans Incl. Loans HFS (in thousands)

  $ 2,964,486     86.1 % $ 479,671     13.9 % $ 3,444,157  

Loan Loss Reserve (in thousands)

  $ 34,356     87.8 % $ 4,774     12.2 % $ 39,130  

Total Deposits (in thousands)

  $ 3,266,655     88.0 % $ 446,533     12.0 % $ 3,713,188  

Non-Interest Bearing Demand Deposits (in thousands)

  $ 789,548     90.6 % $ 82,248     9.4 % $ 871,796  

Non-Maturity Deposits (in thousands)

  $ 2,672,084     90.0 % $ 296,251     10.0 % $ 2,968,335  

Common Equity (in thousands)

  $ 353,287     88.8 % $ 44,355     11.2 % $ 397,642  

Tangible Common Equity (in thousands)

  $ 315,874     87.7 % $ 44,355     12.3 % $ 360,229  

(1)
Financials have been adjusted to C-Corp equivalent using a 35.0% tax rate in 2017 and 21.0% tax rate in 2018

(2)
Net income based on Springfield management's forecast and average research analyst forecasts for QCRH

        QCR Comparable Companies Analysis—Midwest.    Davidson used publicly available information to compare selected financial and market trading information for QCR and a group of 22 financial institutions selected by Davidson which: (i) were banks with common stock listed on the Nasdaq Stock Market or the New York Stock Exchange; (ii) were headquartered in Illinois, Indiana, Iowa, Kansas, Kentucky, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota, and

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Wisconsin; (iii) had assets between $2.0 billion and $6.0 billion; and (iv) were not pending merger targets. These 22 financial institutions were as follows:

1st Source Corporation   MidWestOne Financial Group, Inc.
Enterprise Financial Services Corp   Equity Bancshares, Inc.
Lakeland Financial Corporation   German American Bancorp, Inc.
Great Southern Bancorp, Inc.   First Financial Corporation
Midland States Bancorp, Inc.   Nicolet Bankshares, Inc.
Community Trust Bancorp, Inc.   First Mid-Illinois Bancshares, Inc.
Horizon Bancorp   Independent Bank Corporation
Peoples Bancorp Inc.   United Community Financial Corp.
Byline Bancorp, Inc.   Old Second Bancorp, Inc.
Mercantile Bank Corporation   Farmers National Banc Corp.
Stock Yards Bancorp, Inc.   West Bancorporation, Inc.

*
Does not reflect impact from pending acquisitions or acquisitions closed after April 12, 2018

        The analysis compared the financial condition and performance and market performance of QCR and the 22 financial institutions identified above based on publicly available financial and market trading information for QCR to the data for the 22 financial institutions identified above as of and for the twelve-month period ended December 31, 2017. The table below compares the data for QCR and the data for the comparable companies, with pricing data as of April 12, 2018. The 2018 and 2019 earnings per share estimates used in the table below were based on average S&P Global Market Intelligence consensus earnings estimates for QCR and the 22 financial institutions identified above.


Financial Condition and Performance

 
   
  Comparable Companies  
 
  QCRH   Median   Average   Minimum   Maximum  

Total Assets (in millions)

  $ 3,983   $ 3,226   $ 3,485   $ 2,114   $ 5,887  

Non-Performing Assets / Total Assets(1)

    0.81 %   0.59 %   0.80 %   0.03 %   2.51 %

Tangible Common Equity Ratio

    8.01 %   9.38 %   9.53 %   7.70 %   12.74 %

Net Interest Margin

    3.78 %   3.75 %   3.75 %   3.33 %   4.30 %

Cost of Deposits

    0.45 %   0.37 %   0.39 %   0.18 %   0.72 %

Non-Interest Income / Average Assets

    0.87 %   1.10 %   1.08 %   0.41 %   1.67 %

Efficiency Ratio

    58.4 %   58.7 %   58.3 %   45.3 %   69.4 %

Return on Average Equity

    11.51 %   8.87 %   8.91 %   4.03 %   13.29 %

Return on Average Assets

    1.01 %   0.99 %   0.99 %   0.41 %   1.35 %


Market Performance Multiples

 
   
  Comparable Companies  
 
  QCRH   Median   Average   Minimum   Maximum  

Market Capitalization (in millions)

  $ 624.8   $ 621.2   $ 683.6   $ 393.9   $ 1,394.8  

Price / LTM Earnings Per Share

    17.2x     20.0x     20.9x     14.2x     36.8x  

Price / 2018 Est. Earnings Per Share(2)

    13.8x     13.9x     14.4x     11.9x     17.9x  

Price / 2019 Est. Earnings Per Share(2)

    12.4x     12.7x     13.0x     10.7x     15.5x  

Price / Tangible Book Value Per Share

    197.6 %   203.3 %   206.2 %   140.9 %   262.9 %

Dividend Yield (Most Recent Quarter)

    0.54 %   2.09 %   1.84 %   0.00 %   2.91 %

(1)
Non-performing assets / total assets includes performing troubled debt restructurings (TDRs)

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(2)
Earnings per share estimates based on average S&P Global Market Intelligence consensus earnings estimates for QCRH

        Springfield Comparable Companies Analysis—Central U.S.    Davidson used publicly available information to compare selected financial and market trading information for Springfield and a group of 22 financial institutions selected by Davidson which: (i) were banks with common stock listed on the Nasdaq Stock Market, the New York Stock Exchange, or the OTC markets; (ii) were headquartered in Arkansas, Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, Ohio, Oklahoma, and Wisconsin; (iii) had NPAs (as defined below)/ Assets less than 3.00% and last twelve months ROAA (as defined below) between 0.50% and 1.50%; (iv) had a tangible common capital ratio between 6.00% and 10.00% and traded at least $10,000 worth of stock per day; and (v) had total assets between $250.0 million to $1.25 billion. The 22 financial institutions were as follows:

Foresight Financial Group, Inc.   Southern Michigan Bancorp, Inc.
Middlefield Banc Corp.   Cortland Bancorp
Kentucky Bancshares, Inc.   CSB Bancorp, Inc.
Ohio Valley Banc Corp.   ChoiceOne Financial Services, Inc.
Mackinac Financial Corporation   Consumers Bancorp, Inc.
First Bankers Trustshares, Inc.   Citizens First Corporation
First Savings Financial Group, Inc.   CITBA Financial Corporation
Heartland BancCorp   United Bancorp, Inc.
SB Financial Group, Inc.   West Shore Bank Corporation
PSB Holdings, Inc.   FFD Financial Corporation
United Bancshares, Inc.   Eastern Michigan Financial Corporation

*
Does not reflect impact from pending acquisitions or acquisitions closed after April 12, 2018

        The analysis compared the financial condition and performance and market performance of Springfield and the 22 financial institutions identified above based on financial and market trading information for Springfield as of and for the twelve-month period ended December 31, 2017 to the data for the 22 financial institutions identified above as of and for the twelve-month period ended December 31, 2017. The table below compares the data for Springfield and the data for the 22 financial institutions identified above, with pricing data as of April 12, 2018.


Financial Condition and Performance

 
   
  Comparable Companies  
 
  Springfield(2)   Median   Average   Minimum   Maximum  

Total Assets (in millions)

  $ 563   $ 746   $ 743   $ 329   $ 1,164  

Non-Performing Assets / Total Assets(1)

    0.18 %   0.64 %   0.85 %   0.29 %   2.58 %

Tangible Common Equity Ratio

    7.88 %   8.92 %   8.89 %   6.55 %   9.98 %

Net Interest Margin

    3.10 %   3.69 %   3.69 %   2.96 %   4.49 %

Cost of Deposits

    0.82 %   0.42 %   0.41 %   0.12 %   0.67 %

Non-Interest Income / Average Assets

    0.38 %   0.76 %   0.86 %   0.37 %   2.00 %

Efficiency Ratio

    50.6 %   68.3 %   66.7 %   54.7 %   75.7 %

Return on Average Equity

    12.94 %   8.37 %   8.93 %   5.09 %   14.68 %

Return on Average Assets

    1.01 %   0.81 %   0.87 %   0.55 %   1.33 %

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Market Performance Multiples

 
  Comparable Companies  
 
  Median   Average   Minimum   Maximum  

Market Capitalization (in millions)

  $ 99.3   $ 98.6   $ 27.7   $ 203.4  

Price / LTM Earnings Per Share

    15.9x     15.8x     10.0x     26.9x  

Price / Tangible Book Value Per Share

    144.2 %   144.8 %   86.3 %   199.7 %

(1)
Non-performing assets / total assets includes performing troubled debt restructurings (TDRs)

(2)
C-Corp adjusted 3/31/2018 LTM net income assumes a corporate tax rate of 35% for the 9 months in 2017 and a 21% corporate tax rate for the 3 months in 2018

        Precedent Transactions Analysis.    Davidson reviewed three sets of comparable merger and acquisition transactions. The sets of merger and acquisitions included: (i) "Nationwide Transactions," (ii) "Central U.S. Transactions," and (iii) "Missouri Transactions."

        The "Nationwide Transactions" comparable transaction group included 53 transactions where:

        The "Central U.S. Transactions" comparable transaction group included 32 transactions where:

        The "Missouri Transactions" comparable transaction group included 19 transactions where:

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        The following tables set forth the transactions included in "Nationwide Transactions," "Central U.S. Transactions," and "Missouri Transactions," and are sorted by announcement date:

Nationwide Transactions

Announcement Date
  Acquirer   Target

4/09/2018*

  Triumph Bancorp, Inc.   First Bancorp of Durango, Inc.

3/26/2018*

  Farmers & Merchants Bancorp   Bank of Rio Vista

3/08/2018*

  Heritage Financial Corporation   Premier Commercial Bancorp

2/22/2018*

  Bank of Southern California, NA   Americas United Bank

2/13/2018*

  Hilltop Holdings Inc.   Bank of River Oaks

2/12/2018*

  Mechanics Bank   Learner Financial Corporation

1/29/2018*

  Guaranty Bancshares, Inc.   Westbound Bank

1/23/2018*

  Park National Corporation   NewDominion Bank

1/16/2018*

  Mid Penn Bancorp, Inc.   First Priority Financial Corp.

1/11/2018*

  Heritage Commerce Corp   United American Bank

12/21/2017*

  LCNB Corp.   Columbus First Bancorp, Inc.

12/19/2017*

  First Foundation Inc.   PBB Bancorp

12/18/2017*

  Equity Bancshares, Inc.   Kansas Bank Corporation

12/15/2017*

  Amalgamated Bank   New Resource Bancorp

12/12/2017*

  Heartland Financial USA, Inc.   First Bank Lubbock Bancshares, Inc.

12/12/2017*

  SmartFinancial, Inc.   Tennessee Bancshares, Inc.

12/11/2017*

  First Mid-Illinois Bancshares, Inc.   First BancTrust Corporation

12/04/2017

  Independent Bank Corporation   TCSB Bancorp, Inc.

11/28/2017*

  Independent Bank Group, Inc.   Integrity Bancshares, Inc.

11/27/2017

  FCB Financial Holdings, Inc.   Floridian Community Holdings, Inc.

11/13/2017

  Heartland Financial USA, Inc.   Signature Bancshares, Inc.

11/07/2017*

  Suncrest Bank   CBBC Bancorp

10/24/2017

  First Bancshares, Inc.   Southwest Banc Shares, Inc.

10/12/2017

  First Financial Bankshares, Inc.   Commercial Bancshares, Inc.

10/06/2017

  Business First Bancshares, Inc.   Minden Bancorp, Inc.

10/04/2017

  MutualFirst Financial, Inc.   Universal Bancorp

9/21/2017

  Brookline Bancorp, Inc.   First Commons Bank, NA

9/18/2017

  First American Bank Corporation   Southport Financial Corporation

8/23/2017

  Home Bancorp, Inc.   Saint Martin Bancshares, Inc.

8/23/2017

  Reliant Bancorp Inc.   Community First, Inc.

8/01/2017

  Veritex Holdings, Inc.   Liberty Bancshares, Inc.

7/31/2017

  Bank of Marin Bancorp   Bank of Napa, N.A.

7/26/2017

  Triumph Bancorp, Inc.   Valley Bancorp, Inc.

7/21/2017

  Select Bancorp, Inc.   Premara Financial, Inc.

7/17/2017

  Equity Bancshares, Inc.   Cache Holdings, Inc.

7/17/2017

  Equity Bancshares, Inc.   Eastman National Bancshares, Inc.

6/27/2017

  United Community Banks, Inc.   Four Oaks Fincorp, Inc.

6/27/2017

  FSB LLC   First Southern Bancshares, Inc.

6/15/2017

  State Bank Financial Corporation   AloStar Bank of Commerce

6/08/2017

  QCR Holdings, Inc.   Guaranty Bank and Trust Company

6/06/2017

  Glacier Bancorp, Inc.   Columbine Capital Corporation

5/22/2017

  SmartFinancial, Inc.   Capstone Bancshares, Inc.

5/18/2017

  Seacoast Banking Corporation of Florida   NorthStar Banking Corporation

5/04/2017

  Seacoast Banking Corporation of Florida   Palm Beach Community Bank

5/02/2017

  Seacoast Commerce Banc Holdings   Capital Bank

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Announcement Date
  Acquirer   Target

3/17/2017

  Piedmont Bancorp, Inc.   Mountain Valley Bancshares, Inc.

3/13/2017

  First Busey Corporation   Springfield Bancorp, Inc.

3/08/2017

  Investar Holding Corporation   Citizens Bancshares, Inc.

2/14/2017

  Progress Financial Corporation   First Partners Financial, Inc.

2/01/2017

  Old Line Bancshares, Inc.   DCB Bancshares, Inc.

1/31/2017

  Bryn Mawr Bank Corporation   Royal Bancshares of Pennsylvania, Inc.

1/26/2017

  Midland States Bancorp, Inc.   Centrue Financial Corporation

1/20/2017

  HCBF Holding Company, Inc.   Jefferson Bankshares, Inc.

*
Indicates the transaction was pending as of April 12, 2018

Central U.S. Transactions

Announcement Date
  Acquirer   Target

12/21/2017*

  LCNB Corp.   Columbus First Bancorp, Inc.

12/18/2017*

  Equity Bancshares, Inc.   Kansas Bank Corporation

12/11/2017*

  First Mid-Illinois Bancshares, Inc.   First BancTrust Corporation

12/04/2017

  Independent Bank Corporation   TCSB Bancorp, Inc.

11/27/2017*

  Byline Bancorp, Inc.   First Evanston Bancorp, Inc.

11/13/2017

  Heartland Financial USA, Inc.   Signature Bancshares, Inc.

10/04/2017

  MutualFirst Financial, Inc.   Universal Bancorp

9/18/2017

  First American Bank Corporation   Southport Financial Corporation

7/17/2017

  Equity Bancshares, Inc.   Cache Holdings, Inc.

7/17/2017

  Equity Bancshares, Inc.   Eastman National Bancshares, Inc.

6/08/2017

  QCR Holdings, Inc.   Guaranty Bank and Trust

3/13/2017

  First Busey Corporation   Springfield Bancorp, Inc.

2/17/2017

  First Merchants Corporation   Independent Alliance Banks, Inc.

1/26/2017

  Midland States Bancorp, Inc.   Centrue Financial Corporation

12/19/2016

  MainSource Financial Group, Inc.   FCB Bancorp, Inc.

11/04/2016

  Nicolet Bankshares, Inc.   First Menasha Bancshares, Inc.

10/03/2016

  First Commonwealth Financial Corp.   DCB Financial Corp

9/30/2016

  United Community Bancorp, Inc.   Liberty Bancshares, Inc.

9/08/2016

  United Community Financial Corp.   Ohio Legacy Corp

8/23/2016

  First Defiance Financial Corp.   Commercial Bancshares, Inc.

7/29/2016

  Monona Bankshares, Inc.   MCB Bankshares, Inc.

5/24/2016

  RCB Holding Company, Inc.   Cornerstone Alliance, Ltd.

5/23/2016

  QCR Holdings, Inc.   Community State Bank

4/26/2016

  First Mid-Illinois Bancshares, Inc.   First Clover Leaf Financial Corp.

12/08/2015

  BOK Financial Corporation   MBT Bancshares, Inc.

10/26/2015

  German American Bancorp, Inc.   River Valley Bancorp

9/22/2015

  Alerus Financial Corporation   Beacon Bank

6/22/2015

  Bear State Financial, Inc.   Metropolitan National Bank

3/19/2015

  LINCO Bancshares, Inc.   Community First Bank

3/02/2015

  Wintrust Financial Corporation   Community Financial Shares, Inc.

1/27/2015

  Farmers National Banc Corp.   National Bancshares Corporation

1/06/2015

  Chemical Financial Corporation   Lake Michigan Financial Corporation

*
Indicates the transaction was pending as of April 12, 2018

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Missouri Transactions

Announcement Date
  Acquirer   Target

12/18/2017*

  Equity Bancshares, Inc.   Adams Dairy Bancshares, Inc.

8/18/2017

  Southern Missouri Bancorp, Inc.   Southern Missouri Bancshares, Inc.

7/11/2017

  Ozarks Heritage Financial Group, Inc   Financial Enterprises, Inc.

2/22/2017

  Connections Bancshares, Inc.   Kirksville Bancorp Inc.

1/11/2017

  Southern Missouri Bancorp, Inc.   Tammcorp, Inc.

10/11/2016

  Enterprise Financial Services Corp   Jefferson County Bancshares, Inc.

8/19/2016

  Central Bancompany, Inc.   Bank Star One

7/14/2016

  OakStar Bancshares, Inc.   Bancshares of Urbana, Inc.

12/08/2015

  BOK Financial Corporation   MBT Bancshares, Inc.

12/03/2015

  First Busey Corporation   Pulaski Financial Corp.

6/22/2015

  Bear State Financial, Inc.   Metropolitan National Bank

4/30/2015

  Wells Bancshares, Inc.   Bedison Bancshares, Inc.

12/22/2014

  Stupp Bros., Inc.   Southern Bancshares Corp.

7/02/2014

  Northern Missouri Bancshares, Inc.   Concordia Banc-Management, Inc.

5/28/2014

  Simmons First National Corporation   Liberty Bancshares, Inc.

3/24/2014

  JamesMark Bancshares, Inc.   Bank of Ash Grove

9/12/2013

  Midland States Bancorp, Inc.   Love Savings Holding Company

6/21/2013

  Southern Missouri Bancorp, Inc.   Ozarks Legacy Community Financial, Inc.

5/03/2013

  Wildcat Bancshares, Inc.   CBR Bancshares Corp.

*
Indicates the transaction was pending as of April 12, 2018

        For "Nationwide Transactions," "Central U.S. Transactions" and "Missouri Transactions" referred to above, Davidson compared the transaction ratios as of the last twelve months ended prior to their transaction announcement with the following implied ratios for Springfield:

        Davidson compared the multiples of the three comparable transaction groups and other operating financial data where relevant to the proposed merger multiples and other operating financial data of Springfield as of or for the twelve month period ended March 31, 2018. The table below sets forth the results of this analysis.

Financial Condition and Performance  
 
   
  Nationwide   Central U.S.   Missouri  
 
  Springfield(2)   Median   Average   Minimum   Maximum   Median   Average   Minimum   Maximum   Median   Average   Minimum   Maximum  

Total Assets (in millions)

  $ 563.2   $ 346.0   $ 426.2   $ 202.5   $ 977.8   $ 394.1   $ 491.8   $ 211.1   $ 1,185.0   $ 126.7   $ 370.8   $ 58.0   $ 1,521.7  

Return on Average Assets

    1.01 %   0.85 %   0.93 %   0.31 %   1.77 %   0.82 %   0.88 %   0.05 %   1.67 %   0.87 %   0.81 %   0.16 %   1.48 %

Return on Average Equity

    12.94 %   8.01 %   8.94 %   3.12 %   19.43 %   8.15 %   8.76 %   0.50 %   22.20 %   7.67 %   8.34 %   1.26 %   19.08 %

Tangible Common Equity Ratio

    7.88 %   9.40 %   9.38 %   0.00 %   20.47 %   9.84 %   9.76 %   5.86 %   14.11 %   8.71 %   8.90 %   5.05 %   12.05 %

Core Deposits / Total Deposits

    76.4 %   81.8 %   79.4 %   17.5 %   97.5 %   87.1 %   82.4 %   17.5 %   98.1 %   89.8 %   85.2 %   69.3 %   94.9 %

Non-Interest Income / Average Assets

    0.38 %   0.47 %   0.58 %   0.11 %   2.81 %   0.59 %   0.69 %   0.22 %   1.22 %   0.65 %   1.16 %   0.17 %   7.68 %

Efficiency Ratio

    50.6 %   65.4 %   65.7 %   36.9 %   90.2 %   67.4 %   67.8 %   38.1 %   95.6 %   68.7 %   70.0 %   48.6 %   95.0 %

Non-Performing Assets / Total Assets(1)

    0.18 %   0.65 %   0.72 %   0.00 %   1.98 %   1.07 %   1.01 %   0.06 %   1.85 %   1.52 %   1.50 %   0.00 %   2.90 %

Loan Loss Reserves / Non-Performing Assets

    480.3 %   113.1 %   142.9 %   37.6 %   466.4 %   84.9 %   99.9 %   37.0 %   273.6 %   45.4 %   71.1 %   29.6 %   202.8 %

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Transaction Multiples  
 
   
  Nationwide   Central U.S.   Missouri  
 
  Springfield(2)   Median   Average   Minimum   Maximum   Median   Average   Minimum   Maximum   Median   Average   Minimum   Maximum  

Transaction Price / Last Twelve Months Earni

    15.8x     19.2x     18.8x     5.6x     28.4x     20.6x     19.1x     7.9x     27.8x     14.9x     15.8x     6.3x     25.2x  

Transaction Price / Book Value

    194.1 %   174.2 %   174.4 %   100.9 %   241.0 %   156.3 %   164.7 %   99.4 %   347.2 %   138.0 %   146.6 %   89.4 %   347.2 %

Transaction Price / Tangible Book Value

    194.1 %   178.8 %   179.4 %   100.9 %   241.0 %   159.7 %   169.9 %   103.5 %   347.2 %   145.6 %   153.6 %   89.4 %   347.2 %

Tangible Book Premium / Core Deposits(3)

    12.25 %   10.68 %   11.44 %   0.37 %   38.02 %   8.78 %   10.05 %   0.78 %   38.02 %   5.05 %   5.50 %   –1.42 %   14.20 %

(1)
Non-performing assets / total assets includes performing troubled debt restructurings (TDRs)

(2)
C-Corp adjusted 3/31/2018 LTM net income assumes a corporate tax rate of 35% for the nine months in 2017 and a 21% corporate tax rate for the three months in 2018

(3)
Core deposits exclude time deposits with account balances greater than $100,000. Tangible book premium / core deposits calculated by dividing the excess or deficit of the aggregate transaction value over tangible book value by core deposits

        Net Present Value Analysis for Springfield.    Davidson performed an analysis that estimated the net present value per share of Springfield common stock under various circumstances. The analysis assumed: (i) Springfield performed in accordance with Springfield management's financial forecasts for the year ended December 31, 2018; December 31, 2019; December 31, 2020; December 31, 2021; December 31, 2022; and (ii) Springfield performed in accordance with Davidson Investment Banking assumptions for the year ended December 31, 2023 as discussed with and confirmed by Springfield management. To approximate the terminal value of Springfield common stock at December 31, 2023, Davidson applied multiples of tangible book value ranging from 150.0% to 200.0% and price to earnings multiples of 15.0x to 19.0x. The income streams and terminal values were then discounted to present values using different discount rates ranging from 10.00% to 12.00% chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of Springfield's common stock. In evaluating the discount rate, Davidson used industry standard methods of adding the current risk-free rate, which is based on the 10-year Treasury yield, plus the published Duff & Phelps Industry Equity Risk Premium and plus the published Duff & Phelps Size Premium.

        At the April 16, 2018 Springfield board of directors meeting, Davidson noted that the net present value analysis is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, and the results thereof are not necessarily indicative of actual values or future results.

        As illustrated in the following tables, the analysis indicates an imputed range of aggregate values of Springfield common stock of $12.22 per share to $17.95 per share when applying the multiples of tangible book value to the financial forecasts and $16.53 per share to $23.17 per share when applying the price to earnings multiples to the financial forecasts.

Tangible Book Value Multiples

 
  Tangible Book Value Multiple  
Discount Rate
  150.0%   162.5%   175.0%   187.5%   200.0%  

10.00%

  $ 13.57   $ 14.66   $ 15.76   $ 16.86   $ 17.95  

10.50%

  $ 13.21   $ 14.28   $ 15.35   $ 16.42   $ 17.48  

11.00%

  $ 12.87   $ 13.91   $ 14.95   $ 15.99   $ 17.03  

11.50%

  $ 12.54   $ 13.55   $ 14.56   $ 15.57   $ 16.58  

12.00%

  $ 12.22   $ 13.20   $ 14.18   $ 15.17   $ 16.15  

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Earnings Per Share Multiples

 
  Earnings Multiple  
Discount Rate
  15.0x   16.0x   17.0x   18.0x   19.0x  

10.00%

  $ 18.37   $ 19.57   $ 20.77   $ 21.97   $ 23.17  

10.50%

  $ 17.89   $ 19.06   $ 20.22   $ 21.39   $ 22.56  

11.00%

  $ 17.42   $ 18.56   $ 19.69   $ 20.83   $ 21.96  

11.50%

  $ 16.97   $ 18.07   $ 19.18   $ 20.28   $ 21.39  

12.00%

  $ 16.53   $ 17.61   $ 18.68   $ 19.76   $ 20.83  

        Financial Impact Analysis.    Davidson performed pro forma merger analyses that combined projected income statement and balance sheet information for Springfield and QCR. Assumptions regarding the accounting treatment, acquisition adjustments and cost savings were used to calculate the financial impact that the merger would have on certain projected financial results of QCR. In the course of this analysis, Davidson used (i) Springfield management's financial forecast for the years ending December 31, 2018, December 31, 2019, December 31, 2020, December 31, 2021, and December 31, 2022; (ii) publicly available consensus Street estimates for QCR for the years ending December 31, 2018 and December 31, 2019; and (iii) Davidson Investment Banking net income assumptions for QCR for the years ended December 31, 2020, December 31, 2021, and December 31, 2022, as discussed with and confirmed by Springfield management. This analysis indicated that the merger is expected to be accretive to QCR's earnings per share, after giving effect for the anticipated cost savings associated with the merger and excluding non-recurring transaction-related expenses. The analysis also indicated that the merger is expected to be dilutive to tangible book value per share for QCR and that QCR would maintain capital ratios in line of those required for QCR to be considered well-capitalized under existing regulations. For all of the above analyses, the actual results achieved by Springfield and QCR prior to and following the merger will vary from the projected results, and the variations may be material.

        Davidson prepared its analyses for purposes of providing its opinion to Springfield's board of directors as to the fairness, from a financial point of view, to the holders of Springfield common stock of the consideration to be paid to the holders of the Springfield common stock in the proposed merger and to assist Springfield's board of directors in analyzing the proposed merger. The analyses do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties and their respective advisors, none of Springfield, QCR or Davidson or any other person assumes responsibility if future results are materially different from those forecasted.

        Davidson's opinion was one of many factors considered by the Springfield's board of directors in its evaluation of the merger and should not be viewed as determinative of the views of the board of directors of Springfield or management with respect to the merger or the merger consideration.

        Davidson and its affiliates, as part of their investment banking business, are continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and other transactions. Davidson acted as financial advisor to Springfield in connection with, and participated in certain of the negotiations leading to the merger. Davidson is a full service securities firm engaged, either directly or through its affiliates, in securities trading, investment management, financial planning and benefits counseling, financing and brokerage activities for both companies and individuals. In the ordinary course of these activities, Davidson and its affiliates may provide such services to Springfield, QCR and their respective affiliates, may actively

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trade the debt and equity securities (or related derivative securities) of Springfield and QCR for their own account and for the accounts of their customers and may at any time hold long and short positions of such securities. Springfield selected Davidson as its financial advisor because it is a recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement dated March 3, 2017, Springfield engaged Davidson as its financial advisor in connection with the contemplated transaction. Pursuant to the terms of an addendum to the engagement letter dated February 12, 2018, Springfield agreed to pay Davidson a cash fee of $50,000 concurrently with the rendering of its opinion. Springfield will pay to Davidson at the time of closing of the merger a contingent cash fee equal to 1.0% of the aggregate consideration paid to Springfield stockholders in the merger with QCR. Springfield has also agreed to reimburse Davidson for all reasonable out-of-pocket expenses, including fees of counsel, and to indemnify Davidson and certain related persons against specified liabilities, including liabilities under the federal securities laws, relating to or arising out of its engagement.

        During the two years preceding the date of this letter, Davidson has provided investment banking and other financial services to Springfield for which Davidson received customary compensation. Such services during such period have included an annual valuation of the Springfield's common stock for the period ended December 31, 2016.

QCR's reasons for the merger

        QCR's board of directors believes that the merger is in the best interests of QCR and its stockholders. In deciding to approve the merger, QCR's board of directors evaluated the merger after consulting with its management as well as QCR's legal and financial advisors and considered a number of factors, including the following, which are not presented in order of priority:

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        The above discussion of the information and factors considered by QCR's board of directors is not intended to be exhaustive, but includes a description of material factors considered by QCR's board. In view of the wide variety of factors considered by the QCR board of directors in connection with its evaluation of the merger, the QCR board did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered. In considering the factors described above, individual directors may have given differing weights to different factors. QCR's board of directors collectively made its determination with respect to the merger based on the conclusion reached by its members, based on the factors that each of them considered appropriate, that the merger is in the best interests of QCR's stockholders.

Accounting treatment of the merger

        For accounting and financial reporting purposes, the merger will be accounted for under the acquisition method of accounting for business combinations in accordance with GAAP. Under the acquisition method of accounting, the assets (including identifiable intangible assets) and liabilities (including executory contracts and other commitments) of Springfield as of the effective time of the merger will be recorded at their respective fair values and added to those of QCR. Any excess of purchase price over the fair values is recorded as goodwill. Consolidated financial statements of QCR issued after the merger will reflect these fair values and will not be restated retroactively to reflect the historical consolidated financial position or results of operations of Springfield.

Material U.S. federal income tax consequences of the merger

        The following summary describes the material U.S. federal income tax consequences of the merger to U.S. holders (as defined below) of Springfield common stock. The summary is based upon the Internal Revenue Code, applicable Treasury Regulations, judicial decisions and administrative rulings and practice, all as in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect. This summary does not address any tax consequences of the merger under state, local or foreign laws, or any federal laws other than those pertaining to income tax.

        For purposes of this discussion, the term "U.S. holder" means a beneficial owner that is: an individual citizen or resident of the United States; a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States or any of its political subdivisions; a trust that (i) is subject to the supervision of a court within the United States and the control of one or more U.S. persons or (ii) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person; or an estate that is subject to U.S. federal income taxation on its income regardless of its source.

        This discussion addresses only those U.S. holders of Springfield common stock that hold their Springfield common stock as a capital asset within the meaning of Section 1221 of the Internal Revenue Code and does not address all the U.S. federal income tax consequences that may be relevant to particular holders of Springfield common stock in light of their individual circumstances or to holders of Springfield common stock that are subject to special rules, such as non-U.S. holders (as defined below) (except to the extent discussed under the subheading "Tax Implications to Non-U.S. Stockholders" below); financial institutions; investors in pass-through entities; persons who are subject to alternative minimum tax; insurance companies; mutual funds; tax-exempt organizations; dealers in securities or currencies; traders in securities that elect to use a mark-to-market method of accounting; persons that hold Springfield common stock as part of a straddle, hedge, constructive sale or conversion or other integrated transaction; regulated investment companies; real estate investment trusts; persons whose "functional currency" is not the U.S. dollar; and holders who acquired their

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shares of Springfield common stock through the exercise of an employee stock option or otherwise as compensation.

        If a partnership (or other entity that is taxed as a partnership for federal income tax purposes) holds Springfield common stock, the tax treatment of a partner in that partnership generally will depend upon the status of the partner and the activities of the partnership. Partnerships and partners in partnerships should consult their own tax advisors about the tax consequences of the merger to them.

        The parties intend for the merger to be treated as a "reorganization" for U.S. federal income tax purposes. Each of Barack Ferrazzano and Stinson have delivered opinions, dated May 3, 2018, and filed as exhibits to the registration statement of which this proxy statement/prospectus is a part, to the effect that (i) the merger will constitute a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code, (ii) Springfield and QCR will each be a party to such reorganization within the meaning of Section 368(b) of the Internal Revenue Code, and (iii) no gain or loss will be recognized to Springfield's stockholders upon receipt of QCR common stock in exchange for their shares of Springfield common stock, except to the extent of any cash consideration received and any cash received in lieu of fractional shares. Additionally, it is a condition to Springfield's obligation to complete the merger that Springfield receive an opinion from Stinson, dated the closing date of the merger, and it is a condition to QCR's obligation to complete the merger that QCR receive an opinion from Barack Ferrazzano, dated the closing date of the merger, each to the same effect as the opinions described in the preceding sentence. These conditions are waivable, and QCR and Springfield undertake to recirculate and resolicit if either of these conditions is waived and the change in tax consequences is material. These opinions are and will be based upon representation letters provided by QCR and Springfield and upon customary factual assumptions. Neither QCR nor Springfield has sought, and neither of them will seek, any ruling from the Internal Revenue Service regarding any matters relating to the merger, and the opinions described above will not be binding on the Internal Revenue Service or any court. Consequently, there can be no assurance that the Internal Revenue Service will not assert, or that a court would not sustain, a position contrary to any of the conclusions set forth below. In addition, if any of the representations or assumptions upon which the opinions are based are inconsistent with the actual facts, the U.S. federal income tax consequences of the merger could be adversely affected.

        The actual tax consequences of the merger to you may be complex and will depend upon your specific situation and upon factors that are not within the control of QCR or Springfield. You should consult with your own tax advisor as to the tax consequences of the merger in light of your particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local or foreign and other tax laws.

        Tax Consequences of the Merger.    Based upon the facts and representations contained in the representation letters received from Springfield and QCR in connection with the filing of the registration statement on Form S-4 of which this proxy statement/prospectus forms a part, it is the opinion of Barack Ferrazzano and Stinson that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, and accordingly, the material U.S. federal income tax consequences of the merger to U.S. holders will be as follows:

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        For purposes of calculating the gain recognized by U.S. holders of Springfield common stock who receive shares of QCR common stock and cash in exchange for shares of Springfield common stock pursuant to the merger, the fair market value of QCR common stock is based on the trading price of that stock on the date of the merger, rather than the methodology used in calculating the number of shares of Springfield common stock to be issued to the stockholder. In the case of any U.S. holder who acquired different blocks of Springfield common stock at different times and at different prices, any realized gain or loss will be determined separately for each identifiable block of shares exchanged in the merger. A loss realized on the exchange of one block of shares cannot be used to offset a gain realized on the exchange of another block of shares, but a U.S. holder will generally be able to reduce its capital gains by capital losses in determining its income tax liability. Such U.S. holder should consult its tax advisor prior to the exchange with regard to identifying the basis or holding periods of the particular shares of QCR common stock received in the merger.

        Any capital gain generally will be long-term capital gain if the U.S. holder held the shares of Springfield common stock for more than one year at the effective time of the merger. The deductibility of capital losses is subject to limitations. All or part of the gain that a particular U.S. holder of Springfield common stock recognizes could be treated as dividend income rather than capital gain if (i) such U.S. holder is a significant stockholder of QCR or (ii) such U.S. holder's percentage ownership, taking into account constructive ownership rules, in QCR after the merger is not meaningfully reduced from what its percentage ownership would have been if it had received solely shares of QCR common stock rather than a combination of cash and shares of QCR common stock in the merger. This could happen, for example, because of ownership of additional shares of QCR common stock by such holder, ownership of shares of QCR common stock by a person related to such holder or a share repurchase by QCR from other holders of Springfield common stock. These rules are complex and dependent upon the specific factual circumstances particular to each U.S. holder. Consequently, each U.S. holder that may be subject to those rules should consult its tax advisor as to the application of these rules to the particular facts relevant to such U.S. holder.

        Cash in Lieu of Fractional Shares of QCR Common Stock.    A U.S. holder who receives cash instead of a fractional share of QCR common stock will be treated as having received the fractional share of QCR common stock pursuant to the merger and then as having exchanged the fractional share of QCR common stock for cash in a redemption by QCR. In general, this deemed redemption will be treated as a sale or exchange, and a U.S. holder will recognize gain or loss equal to the difference between (i) the amount of cash received by such U.S. holder and (ii) the portion of the basis of the shares of Springfield common stock allocable to such fractional interest. Such gain or loss generally will

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constitute capital gain or loss and will be long-term capital gain or loss if the U.S. holder's holding period for the Springfield common stock exchanged by such U.S. Holder is greater than one year as of the effective time of the merger.

        Medicare Tax on Unearned Income.    A U.S. holder that is an individual is subject to a 3.8% tax on the lesser of (i) his or her "net investment income" for the relevant taxable year or (ii) the excess of his or her modified adjusted gross income for the taxable year over a certain threshold (between $125,000 and $250,000 depending on the individual's U.S. federal income tax filing status). A similar regime applies to estates and trusts. Net investment income generally would include any capital gain realized in connection with the merger.

        Backup Withholding and Information Reporting.    Payments of cash to a U.S. holder of Springfield common stock pursuant to the merger may, under certain circumstances, be subject to information reporting and backup withholding unless the holder provides proof of an applicable exemption satisfactory to QCR and the exchange agent or, in the case of backup withholding, furnishes its taxpayer identification number and otherwise complies with all applicable requirements of the backup withholding rules. Any amounts withheld from payments to a U.S. holder under the backup withholding rules are not additional tax and generally will be allowed as a refund or credit against the U.S. holder's U.S. federal income tax liability, provided the required information is timely furnished to the Internal Revenue Service.

        A U.S. holder of Springfield common stock, as a result of having received QCR common stock in the merger, will be required to retain records pertaining to the merger. In addition, each U.S. holder of Springfield common stock who is a "significant holder" will be required to file a statement with such holder's U.S. federal income tax return in accordance with Treasury Regulations Section 1.368-3(b) setting forth such holder's basis in the Springfield common stock surrendered and the fair market value of the QCR common stock and cash received in the merger. A "significant holder" is a holder of Springfield common stock who, immediately before the merger, owned at least 5% of the vote or value of the outstanding stock of Springfield or securities of Springfield with a basis for federal income taxes of at least $1 million.

        Tax Implications to Non-U.S. Stockholders.    For purposes of this discussion, the term "non-U.S. holder" means a beneficial owner of Springfield common stock (other than an entity treated as a partnership for U.S. federal income tax purposes) that is not a U.S. holder. The rules governing the U.S. federal income taxation of non-U.S. holders are complex, and no attempt will be made herein to provide more than a limited summary of those rules. Any gain a non-U.S. holder recognizes from the exchange of Springfield common stock for QCR common stock and cash in the merger generally will not be subject to U.S. federal income taxation unless (i) the gain is effectively connected with a trade or business conducted by the non-U.S. holder in the United States, or (ii) in the case of a non-U.S. holder who is an individual, such stockholder is present in the United States for 183 days or more in the taxable year of the sale and other conditions are met. Non-U.S. holders described in (i) above will be subject to tax on gain recognized at applicable U.S. federal income tax rates and, in addition, non-U.S. holders that are corporations (or treated as corporations for U.S. federal income tax purposes) may be subject to a branch profits tax equal to 30% (or a lesser rate under an applicable income tax treaty) on their effectively connected earnings and profits for the taxable year, which would include such gain. Non-U.S. holders described in (ii) above will be subject to a flat 30% tax on any gain recognized, which may be offset by U.S. source capital losses.

        This discussion does not address tax consequences that may vary with, or are contingent upon, individual circumstances. Moreover, it does not address any non-income tax or any foreign, state or local tax consequences of the merger. Tax matters are very complicated, and the tax consequences of the merger to you will depend upon the facts of your particular situation. Accordingly, we strongly urge you to consult with a tax advisor to determine the particular federal, state, local or foreign.

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Regulatory approvals

        The merger cannot proceed without obtaining all requisite regulatory approvals. QCR and Springfield have agreed to take all appropriate actions necessary to obtain the required approvals. The merger of QCR and Springfield is subject to prior approval of the Federal Reserve. QCR submitted an application with the Federal Reserve Bank of Chicago on April 23, 2018 seeking the necessary approval.

        In reviewing that application, the Federal Reserve is required to consider the following:

        The application process includes publication and opportunity for comment by the public. The Federal Reserve may receive, and must consider, properly filed comments and protests from community groups and others regarding (among other issues) each institution's performance under the Community Reinvestment Act of 1977, as amended. The merger may not be completed until 15 days after receipt of Federal Reserve approval, during which time the United States Department of Justice may challenge the merger on antitrust grounds. The commencement of an antitrust action would stay the effectiveness of the Federal Reserve's approval, unless a court specifically orders otherwise.

        In addition, the acquisition of control of Springfield requires the approval of the MDOF. QCR submitted an application with the MDOF on April 24, 2018 seeking its approval. The MDOF will, within 30 days after receiving the application, issue an order declaring the acquisition to be lawful or unlawful under the provisions of Missouri banking law.

        While QCR knows of no reason why the approval of any of the applications would be denied or unduly delayed, it cannot assure you that all regulatory approvals required to complete the merger will be obtained or obtained in a timely manner.

Interests of certain persons in the merger

        Members of the board of directors and executive officers of Springfield and SFC Bank may have interests in the merger that are different from, or are in addition to, the interests of Springfield's stockholders generally. Springfield's board of directors was aware of these interests and considered them, among other matters, in approving the merger and determining to recommend to Springfield's stockholders to vote for approval of the merger agreement.

        Stock Ownership.    As of May 15, 2018, Springfield's directors and executive officers owned, in the aggregate, 1,737,122 shares of Springfield's common stock, representing approximately 31.8% of the outstanding shares of common stock. See "Security Ownership of Certain Beneficial Owners and Management of Springfield" for more information.

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        Appointment to the Board of Directors of QCR.    Pursuant to the merger agreement, following the effective date of the consummation of the merger, subject to any necessary regulatory approval and satisfactory completion of QCR's customary director nominee due diligence process, QCR will take all appropriate action necessary to appoint Timothy O'Reilly to QCR's board of directors. For his service on QCR's board of directors, Mr. O'Reilly will be entitled to fees and benefits in accordance with QCR's then-current compensation practices and policies of QCR's board of directors.

        Severance Payments.    Under the merger agreement, QCR has agreed to cover any employee of Springfield or SFC Bank immediately prior to the effective time of the merger, who is not otherwise entitled to contractual severance or change of control benefits, under a severance policy. To the extent a covered employee incurs an involuntary termination within one year following the merger, such employee will generally be entitled to a severance payment equal to one week of base salary for each whole year of service with Springfield or QCR (or their respective subsidiaries), subject to a minimum payment equal to two weeks of base salary and a maximum payment equal to 26 weeks of base salary. In the case of any part-time employee, the amount of severance will be based on the particular employee's average weekly pay, subject to the same minimum and maximum amounts. The severance will be paid in accordance with QCR's normal payroll practices and will be subject to all applicable withholding. All severance payments are contingent upon the employee's execution of a general release and waiver in favor of Springfield, QCR, and their respective affiliates.

        Any employee who is a party to an employment, severance, change of control or other agreement providing for contractual severance or change of control benefits generally is ineligible to receive a severance payment as described above.

        Employment Agreements with SFC Bank.    The merger agreement required Robert Fulp, Monte McNew and Kirk Bossert to enter into new employment agreements with SFC Bank. The new employment agreements are contingent upon the merger becoming effective and, thereafter, will continue in effect in accordance with their terms. The new employment agreements were entered into in exchange for each executive's agreement to be bound by restrictive covenants that apply at all times during his employment and, in certain cases, for at least 24 months following any termination of employment with QCR or SFC Bank. Under the respective agreements, as of the effective time of the merger, Mr. Fulp will serve as Chief Executive Officer of SFC Bank, Mr. McNew will serve as President of SFC Bank and Mr. Bossert will serve as Chief Financial Officer of SFC Bank. The agreements all have an initial term that will extend from the effective time of the merger through December 31, 2020, unless either party elects to terminate the agreement in accordance with its terms. Messrs. Fulp and McNew have automatic renewal provisions in their agreements which will serve to extend the term of the agreements for additional one-year periods beginning on January 1, 2020 and each January 1 thereafter, unless either party elects to provide a notice of nonrenewal. In the case of a change in control of QCR or SFC Bank, the agreements will automatically remain in effect for two years following the effective date of such change in control.

        Pursuant to their respective agreements, Messrs. Fulp, McNew and Bossert will be eligible to receive an annual base salary and will have the opportunity to earn a performance-based annual cash bonus. No amount of annual cash bonus is guaranteed under the employment agreements. Mr. Fulp's initial annual base salary will be $389,640, Mr. McNew's will be $210,000 and Mr. Bossert's will be $220,000. Each will also be eligible to participate in QCR's deferred compensation plan pursuant to which they will be offered the opportunity to elect to defer a portion of their annual compensation and receive a matching contribution from QCR or SFC Bank. The matching contribution has an annual maximum limit of $10,000. Further, Messrs. Fulp, McNew and Bossert will be eligible to participate in the compensation and benefit plans, programs and arrangements sponsored and maintained by QCR and SFC Bank, subject to the terms and conditions thereof as may be in effect from time to time, as may be applicable to similarly situated senior level employees of QCR and SFC Bank.

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        Under their employment agreements, if any of the executives has his employment terminated by QCR without cause or if he resigns due to a constructive discharge, the executive will be eligible to receive a severance payment in exchange for the executive's full release of any claims against QCR, SFC Bank and their affiliates. The severance amount will be equal to twice the sum of the executive's annual base salary and the average of his three most recent annual cash bonuses paid immediately preceding the termination date. The severance will typically be paid in a series of installments, but if the termination occurs within 24 months following a change in control of QCR or SFC Bank, the severance payment will be made in a single lump sum. In addition to the cash severance payment, each executive would be eligible to receive continued health insurance for a period of 18 months at the same cost as would apply to an active employee of QCR or SFC Bank. Notwithstanding the foregoing, the agreements include a provision that will serve to reduce any severance payments or other benefits due to each executive at the time of a termination of employment to an amount equal to one dollar less than the maximum amount QCR or SFC Bank could pay without loss of deduction under Section 280G of the Internal Revenue Code or the imposition of an excise tax under Section 4999 of the Internal Revenue Code.

        Springfield Equity Awards.    Springfield sponsors and maintains its 2008 Stock Option Plan (which we refer to as the "2008 Plan"). The purpose of the 2008 Plan is to encourage employees of Springfield and its affiliates and subsidiaries to acquire a proprietary and vested interest in the growth and performance of Springfield. The 2008 Plan is also designed to assist Springfield in attracting and retaining employees by providing them with the opportunity to participate in the success and profitability of Springfield. The 2008 Plan was approved by Springfield's stockholders.

        The 2008 Plan provides Springfield with the ability to grant both incentive stock options, which are subject to the requirements of Section 422 of the Internal Revenue Code, and nonqualified stock options. Any stock option granted under the 2008 Plan, whether an incentive stock option or a nonqualified stock option, entitles the holder thereof to purchase a share of Springfield's common stock at a pre-established option exercise price, provided that such option exercise price can never be less than the fair market value of the underlying share of common stock on the date of grant of the stock option. Springfield generally granted stock options under the Plan subject to three year vesting periods with one-third of the grant vesting on each of the first, second and third anniversaries of the date of grant of such award.

        Under the merger agreement, immediately prior to the effective time of the merger, Springfield is required to fully vest any outstanding unvested stock options. Each outstanding stock option will, on the date immediately preceding the effective date of the merger, be cancelled in exchange for a cash payment in an amount equal to the difference between the cash value of the merger consideration to be paid to any other holder of a share of Springfield common stock and the exercise price of the stock option. Messrs. Fulp and Bossert have been fully vested in their outstanding stock options since October 2015. As of May 15, 2018, Mr. McNew holds 20,000 stock options that will become vested immediately prior to the effective time of the merger. As of May 15, 2018, Messrs. Fulp, McNew and Bossert each holds, in the aggregate, 62,000, 20,000 and 16,000, respectively, stock options over shares of Springfield common stock with a weighted average exercise price equal to $7.52.

        Springfield has also previously awarded to Messrs. Fulp, McNew and Bossert restricted shares of Springfield common stock. The restricted stock units were incentives granted to the executives as an incentive to further the growth, development, and financial success of Springfield and SFC Bank. From the date of their issuance, the restricted stock entitled the executives to the same rights as any other holder of Springfield common stock, including the right to vote and the right to receive dividends. However, the restricted stock was subject to a risk of forfeiture if the executive did not remain continuously employed with Springfield or SFC Bank through certain pre-established vesting dates. Under the award agreements, as amended, for Messrs. Fulp and Bossert, their restricted stock units would vest as to two-thirds of the award on January 1, 2019, or, if later, on December 31 of the first

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year that Springfield attained a stated net income goal. The net income goal was not achieved as of December 31, 2017. The remaining one-third of their awards was set to vest on January 1, 2020. Mr. McNew's restricted stock units vest as to one-third of the award on January 1 of each of 2019 through 2021. However, pursuant to the merger agreement, Springfield is required, immediately prior to the effective time of the merger, to fully vest all outstanding unvested restricted stock units. The vested restricted stock units will then be treated in the merger the same as all other outstanding shares of Springfield common stock. As of May 15, 2018, Messrs. Fulp, McNew and Bossert held, in the aggregate, 91,500, and respectively 46,500, 20,000 and 25,000, restricted shares of Springfield common stock.

        SFC Bank Supplemental Retirement Plan.    In March 2015, SFC Bank implemented a Supplemental Retirement Plan (which we refer to as the "SFC Plan") intended to provide supplemental retirement benefits to a select group of management and key employees as a way to attract and retain such individuals. Pursuant to the SFC Plan, an employee who has been designated as a participant in the plan is eligible to receive a specified annual benefit for 15 years following retirement from employment with SFC Bank. Messrs. Fulp, McNew and Bossert each is entitled to an annual benefit in the amount of $175,000, $50,000 and $100,000, respectively. The SFC Plan provides that annual benefits due under the plan will vest based on a participant's continued employment through normal retirement age. If a participant retires before attaining age 60, the participant would not have any vested interest in the annual benefit. If a participant retires upon or after attaining age 65, the participant would be fully vested in the annual benefit. In addition, the SFC Plan provides for full vesting of a participant's right to an annual benefit upon the occurrence of various specified events, including a change in control of Springfield or SFC Bank. Unless a participant has otherwise already commenced receipt of installments, following a change in control of Springfield or SFC Bank, the SFC Plan provides that the series of 15 annual installments will be paid to the participant in a single lump sum. The SFC Plan provides, generally, for payments to commence upon the earliest to occur of the participant's termination of employment, the participant's death or a change in control of Springfield or SFC Bank. The merger transaction will constitute a change in control of Springfield for purposes of the SFC Plan. It is anticipated that, following payment of benefits in connection with the merger, the SFC Plan will be terminated in its entirety.

        Indemnification and Insurance.    Pursuant to the terms of the merger agreement, Springfield agreed to acquire and maintain, for up to six years following the effective time, insurance coverage under the current policy of directors' and officers' liability insurance maintained by Springfield for actions taken prior to the effective time of the sale. If a six-year term of insurance coverage is not available, the term for the insurance will be such other maximum period of time for which coverage is available at a cost not to exceed 150% of the premiums Springfield paid for its current policy term. Following the effective time, to the extent permitted by applicable law, QCR has agreed to indemnify and hold harmless the current and former directors, officers and employees of Springfield and its subsidiaries for all actions taken by them prior to the effective time of the sale.

Restrictions on resale of QCR common stock

        The shares of QCR common stock to be issued in connection with the merger will be registered under the Securities Act of 1933, as amended (which we refer to as the "Securities Act"), and will be freely transferable, except for shares issued to any stockholder who may be deemed to be an "affiliate" of QCR for purposes of Rule 144 under the Securities Act. Persons who may be deemed to be affiliates of QCR include individuals or entities that control, are controlled by, or are under common control with QCR and may include the executive officers, directors and significant stockholders of QCR.

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Springfield stockholder dissenters' rights

        General.    Dissenters' rights with respect to Springfield common stock are governed by Section 351.455 R.S.Mo. Springfield stockholders have the right to dissent from the merger and to obtain payment of the fair value of their shares in the event the merger is consummated. Strict compliance with the dissent procedures is mandatory. Subject to the terms of the merger agreement, the parties could elect to terminate the merger agreement even if it is approved by QCR and Springfield stockholders, thus terminating dissenters' rights available to Springfield stockholders.

        Springfield urges any Springfield stockholder who contemplates exercising his, her or its right to dissent to read carefully the provisions of Section 351.455 R.S.Mo., which is attached to this proxy statement/prospectus as Appendix B. A more detailed discussion of the provisions of the statute is included below. This discussion describes the steps that each Springfield stockholder must take to exercise his, her or its right to dissent. Each Springfield stockholder who wishes to dissent should read both the summary and the full text of the law. Springfield cannot give any Springfield stockholder legal advice. To completely understand this law, each Springfield stockholder may want, and Springfield encourages any Springfield stockholder seeking to dissent, to consult with his, her or its legal counsel. Any Springfield stockholder who wishes to dissent should not send in a signed proxy unless he, she or it marks his, her or its proxy to vote against the merger, or marks his, her or its proxy to abstain with respect to the merger, or such stockholder will lose the right to dissent.

        If you desire to submit the written objection required by Section 351.455 R.S.Mo. prior to the Springfield special meeting, send or deliver such objection to Springfield Bancshares, Inc., Corporate Secretary, 2006 South Glenstone Avenue, Springfield, Missouri 65804. Springfield urges any stockholder who wishes to dissent to act carefully. Springfield cannot and does not accept the risk of late or undelivered written objections. If a dissenting Springfield stockholder's written objection is not timely received by Springfield prior to or at the Springfield special meeting, then he, she or it will not be entitled to exercise his, her or its dissenters' rights. Springfield's stockholders bear the risk of non-delivery and of untimely delivery.

        Summary of Section 351.455 R.S.Mo.—Dissenters' Rights.    The following is a summary of Section 351.455 R.S.Mo. and the procedures that a stockholder must follow to dissent from the proposed merger and to perfect his, her or its dissenters' rights and receive cash rather than shares of QCR common stock if the merger is completed. This summary is qualified in its entirety by reference to Section 351.455 R.S.Mo., which is reprinted in full as Appendix B to this proxy statement/prospectus. Appendix B should be reviewed carefully by any stockholder who wishes to perfect his, her or its dissenters' rights. Failure to strictly comply with the procedures set forth in Section 351.455 R.S.Mo. will, by law, result in the loss of dissenters' rights. It may be prudent for a person considering whether to dissent to obtain legal counsel.

        If the proposed merger of Springfield with and into QCR is completed, any Springfield stockholder who has properly perfected his, her or its statutory dissenters' rights in accordance with Section 351.455 R.S.Mo. has the right to obtain, in cash, payment of the fair value of such stockholder's shares of Springfield common stock.

        To exercise dissenters' rights under Section 351.455 R.S.Mo. and be entitled to appraisal and payment of the fair value of his, her or its shares under the General and Business Corporation Law of Missouri, a Springfield stockholder must:

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        A Springfield stockholder of record who fails to satisfy these requirements is not entitled to payment for his her or its shares of Springfield common stock under Section 351.455 R.S.Mo. In addition, any stockholder who returns a signed proxy but fails to provide instructions as to the manner in which such shares are to be voted will be deemed to have voted in favor of approving and adopting the merger and will not be entitled to assert dissenters' rights.

        If, within 30 days after the effective time of the merger, the value of the dissenting stockholder's shares of Springfield common stock is agreed upon between the dissenting Springfield stockholder and QCR, then payment for such shares must be made by QCR within 90 days after the effective time, upon the surrender of the dissenting Springfield stockholder's stock certificates representing such stockholder's shares. Upon payment of the agreed value, the dissenting Springfield stockholder ceases to have any interest in the shares or in QCR.

        If, within 30 days after the effective date of the Springfield merger, there is no such agreement as to the fair value of the dissenting stockholder's shares of Springfield common stock between the dissenting Springfield stockholder and QCR, then the dissenting Springfield stockholder may, within 60 days after the expiration of the 30-day period, file a petition in any court of competent jurisdiction within the county in which the registered office of the surviving corporation is situated, asking for a finding and determination of the fair value of such stockholder's shares. The dissenting Springfield stockholder will be entitled to judgment against QCR for an amount equal to the fair value of such stockholder's shares measured as of the day prior to the Springfield special meeting, together with interest thereon to the date of the judgment. Investment banker opinions as to fairness from a financial point of view of the consideration payable in a transaction are not opinions as to, and do not address, fair value under the General and Business Corporation Law of Missouri.

        The judgment will only be payable upon and simultaneously with the surrender to QCR of the stock certificates representing the shares of Springfield common stock owned by the dissenting Springfield stockholder. Upon payment of the judgment, such stockholder will cease to have any interest in the shares or in QCR. Further, unless the dissenting stockholder files the petition with the court within the 60-day time limit described above, such stockholder and all persons claiming under such stockholder shall be conclusively presumed to have approved or ratified the merger and shall be bound by the terms thereof. The right of a dissenting stockholder to be paid the fair value of such stockholder's shares as provided above ceases if and when Springfield abandons the merger.

        The foregoing does not purport to be a complete statement of the provisions of MGBCL relating to statutory dissenters' rights and is qualified in its entirety to the dissenters rights provisions, which are reproduced in full in Appendix B to this proxy statement/prospectus and which are incorporated herein by reference. If any Springfield stockholder intends to dissent, or if such stockholder believes that dissenting might be in his, her or its best interests, such stockholder should read Appendix B carefully.

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DESCRIPTION OF THE MERGER AGREEMENT

        The following is a summary of the material terms of the merger agreement. This summary does not purport to describe all the terms of the merger agreement and is qualified by reference to the complete text of the merger agreement, which is attached as Appendix A to this proxy statement/prospectus and is incorporated by reference into this proxy statement/prospectus. You should read the merger agreement completely and carefully as it, rather than this description, is the legal document that governs the merger.

        The text of the merger agreement has been included to provide you with information regarding its terms. The terms of the merger agreement (such as the representations and warranties) are intended to govern the contractual rights and relationships, and allocate risks, between the parties in relation to the merger. The merger agreement contains representations and warranties QCR and Springfield made to each other as of specific dates. The representations and warranties were negotiated between the parties with the principal purpose of setting forth their respective rights with respect to their obligations to complete the merger. The statements embodied in those representations and warranties may be subject to important limitations and qualifications as set forth therein, including a contractual standard of materiality different from that generally applicable under federal securities laws.

General

        The merger agreement provides for the merger of Springfield with and into QCR, with QCR as the surviving company. The merger is anticipated to be completed in the third quarter of 2018. After the completion of the merger, QCR intends to operate SFC Bank under SFC Bank's existing charter as a separate, wholly owned banking subsidiary of QCR.

Closing and effective time

        Closing.    The closing of the merger will take place on the fifth business day following the satisfaction or waiver of the conditions to closing set forth in the merger agreement, or at another time that both parties mutually agree upon. See "Description of the Merger Agreement—Conditions to completion of the merger" for a more complete description of the conditions that must be satisfied prior to closing. The date of the completion of the merger sometimes is referred to in this proxy statement/prospectus as the closing date.

        Completion of the Merger.    The merger will become effective as of the date and time specified in the certificate of merger that will be filed with the Delaware Secretary of State. The time at which the merger becomes effective is sometimes referred to in this proxy statement/prospectus as the effective time.

Consideration to be received in the merger

        If the merger is completed, each share of Springfield common stock issued and outstanding immediately prior to the effective time (other than any shares owned by QCR or Springfield, and other than any dissenting shares) will be converted into the right to receive (i) $1.50 in cash; and (ii) 0.3060 shares of QCR common stock, subject to certain adjustments, as summarized below. Based on the closing price of QCR common stock as reported on the Nasdaq Global Market of $44.45 as of April 17, 2018, the trading day immediately preceding the public announcement of the merger, the implied merger consideration that a Springfield stockholder would be entitled to receive for each share of Springfield common stock owned would be $15.10 with an aggregate transaction value of approximately $83.5 million.

        Notwithstanding the foregoing, no fractional shares of QCR common stock will be issued in the merger. Instead, QCR will pay to each holder of Springfield common stock who would otherwise be entitled to a fractional share of QCR common stock an amount in cash (without interest) rounded to

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the nearest whole cent, determined by multiplying the fraction of a share to which such Springfield stockholder would otherwise be entitled by the weighted average closing price of QCR common stock as reported on the Nasdaq Global Market over the twenty consecutive trading day period ending immediately preceding the closing date.

        The merger consideration is subject to the following adjustments:

Month-end prior to closing date
  Minimum adjusted
tangible
stockholders' equity
 

July 31, 2018

  $ 47,498,833  

August 31, 2018

  $ 48,414,324  

September 30, 2018

  $ 49,300,550  

October 31, 2018

  $ 50,151,278  

November 30, 2018

  $ 51,033,208  

December 31, 2018

  $ 51,869,139  

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        The market price of QCR common stock will fluctuate before the completion of the merger and before holders of Springfield common stock receive the merger consideration to which they are entitled. Holders of Springfield common stock should obtain current stock price quotations for QCR common stock and Springfield common stock before voting on the merger and before making an election for merger consideration.

Treatment of Springfield stock options and restricted stock units

        With respect to its equity awards, each Springfield restricted stock unit which is outstanding immediately prior to the effective time will be fully vested and each holder thereof will become a holder of Springfield common stock immediately prior to the effective time and entitled to receive the merger consideration. Each option to purchase Springfield common stock , whether vested or unvested, that is outstanding and unexercised immediately prior to the effective time of the merger will cease to represent a stock option and will be cashed out in an amount of cash equal to the difference between: (i) the sum of (A) $1.50, as may be adjusted pursuant to the terms of the merger agreement as described below, plus (B) the exchange ratio multiplied by the volume weighted average of the daily closing sales prices of a share of QCR common stock as reported on the Nasdaq Global Market for the 20 consecutive trading days ending on the date immediately preceding the closing date of the merger; and (ii) the exercise price of the option on the date immediately preceding the closing date of the merger.

Voting and support agreement

        On April 17, 2018, the directors and certain officers of Springfield entered into a voting and support agreement with QCR. Under this agreement, these stockholders have each agreed to vote, subject to their fiduciary duties, their respective shares of Springfield common stock:

        Furthermore, each of these stockholders has also agreed not to sell, assign or transfer any shares of Springfield common stock that they own. The shares subject to the voting and support agreement

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represent approximately 28.4% of Springfield's outstanding shares of common stock as of May 15, 2018. The voting obligations under the voting and support agreement will automatically terminate upon the earlier of (i) the date of the termination of the merger agreement, (ii) the favorable vote of Springfield stockholders with respect to the approval of the merger agreement, (iii) the date, if any, on which Springfield publicly discloses that the board of directors of Springfield has determined in good faith, after consultation with outside counsel, that to, or continue to, recommend the merger agreement to Springfield's stockholders would result in a violation of its fiduciary duties under applicable law, or (iv) December 31, 2018. A copy of the form of voting and support agreement is attached to this proxy statement/prospectus as Appendix C.

Exchange procedures

        QCR has engaged American Stock Transfer & Trust, LLC to act as its exchange agent to handle the exchange of Springfield common stock for the merger consideration and the payment of cash for any fractional share interests. Within five business days after the closing date, the exchange agent will send to each Springfield certificated record holder a letter of transmittal for use in the exchange with instructions explaining how to surrender Springfield common stock certificates to the exchange agent. Springfield stockholders who surrender their certificates to the exchange agent, together with a properly completed letter of transmittal, will receive the merger consideration. Springfield stockholders that do not exchange their Springfield common stock will not be entitled to receive the merger consideration or any dividends or other distributions by QCR until their certificates are surrendered. After surrender of the certificates representing Springfield shares, any unpaid dividends or distributions with respect to the QCR common stock represented by the certificates will be paid without interest.

        In no event will QCR, the exchange agent, or any other person be liable to any former holder of shares of Springfield common stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws.

        Holders of Springfield common stock should follow the instructions in the letter of transmittal for sending their stock certificates to the exchange agent.

Conduct of business pending the merger

        Conduct of Business of Springfield.    Under the merger agreement, Springfield has agreed to certain restrictions on its activities and the activities of its subsidiaries until the merger is completed or the merger agreement is terminated. In general, Springfield is required to (i) conduct its business in the ordinary course of business, (ii) use commercially reasonable efforts to maintain and preserve intact its business organization and advantageous business relationships, and (iii) take no action that is intended to or would reasonably be expected to adversely affect or materially delay the ability of QCR or Springfield to obtain any of the requisite regulatory approvals, to perform its covenants and agreements under the merger agreement or to consummate the contemplated transactions.

        The following is a summary of the more significant restrictions imposed upon Springfield, subject to the exceptions set forth in the merger agreement. Springfield will not, without QCR's prior written consent or as otherwise provided in the merger agreement:

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        Conduct of Business of QCR.    Under the merger agreement, QCR has agreed to certain restrictions on its activities and the activities of its subsidiaries until the merger is completed or the merger agreement is terminated. In general, QCR is required not to take any action that is intended to or would reasonably be expected to adversely affect or materially delay the ability of QCR or Springfield to obtain any of the requisite regulatory approvals, to perform its covenants and agreements under the merger agreement or to consummate the contemplated transactions.

Certain covenants of the parties

        Both parties have agreed to cooperate with the other in connection with obtaining the regulatory approvals for the transactions contemplated by the merger agreement. Both parties agree, among other things:

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        Springfield has also agreed to the following:

        In addition, following the effective date of the consummation of the merger, subject to any necessary regulatory approval and satisfactory completion of QCR's customary director nominee due diligence process, QCR has agreed take all appropriate action necessary to appoint Timothy O'Reilly to QCR's board of directors.

        Mr. O'Reilly, age 49, is a partner in the law firm of O'Reilly & Preston, LLC, and Chief Executive Officer of O'Reilly Hospitality Management. Mr. O'Reilly is a hotel and restaurant executive and owner of the following properties: Hilton, Marriott, Choice, IHG and Wyndham hotels, along with Yellowstone Valley Lodge in Livingston, Montana and Houlihan's Restaurants in Springfield, Missouri and Columbia, Missouri.

No solicitation of or discussions relating to an acquisition proposal

        The merger agreement contains provisions prohibiting Springfield from initiating, soliciting, encouraging or knowingly facilitating an alternative proposal to the merger. Springfield agreed to immediately cease and terminate any activities, discussions or negotiations conducted before the date of the merger agreement with any persons other than QCR with respect to any acquisition proposal. Moreover, Springfield has agreed that it will not, and will cause each of its subsidiaries its and its subsidiaries' officers, directors, agents, advisors and affiliates not to, initiate, solicit, encourage or knowingly facilitate any inquiry or proposal or enter into any negotiations or discussions with any person or entity concerning any proposed acquisition of Springfield or its subsidiaries, or furnish any confidential or nonpublic information to any person or entity proposing or seeking such an acquisition.

        However, the merger agreement provides that Springfield may furnish such information pursuant to a customary confidentiality agreement and engage in such negotiations or discussions in response to an unsolicited acquisition proposal, if the board of directors of Springfield determines in good faith and after consultation with outside counsel and its financial advisor that such proposal constitutes or is reasonably likely to result in a superior proposal, and the failure to take action with respect to such proposal is reasonably likely to result in a breach of the board of directors' fiduciary duties. If the board of directors of Springfield determines that it is necessary to pursue a superior proposal in order to act in a manner consistent with its fiduciary duties, the board may withhold, withdraw, qualify or adversely modify the board's recommendation to Springfield stockholders with respect to the approval and adoption of the merger agreement and the transaction contemplated thereby, and/or terminate the merger agreement. However, the Springfield board of directors may not terminate the merger

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agreement for a superior proposal unless it has first notified QCR and otherwise negotiated with QCR so that the merger may be effected.

        Under the merger agreement, a "superior proposal" means any written acquisition proposal which the board of directors of Springfield concludes in good faith to be more favorable from a financial point of view to its stockholders than the merger, after (i) consulting with its financial advisors, (ii) taking into account the likelihood and timing of consummation of the proposed transaction on its terms, and (iii) taking into account all legal, financial, regulatory and other aspects of such proposal. If QCR terminates the merger agreement because Springfield breaches its covenant not to solicit an acquisition proposal from a third party or if Springfield terminates the merger agreement in order to enter into an agreement for a superior proposal, Springfield will pay to QCR a termination fee equal to $3.0 million. See "Description of the Merger Agreement—Termination fees."

Representations and warranties

        The merger agreement contains representations and warranties made by Springfield and QCR. These include, among other things, representations relating to:

        Springfield made additional representations and warranties to QCR in the merger agreement relating to, among other things:

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Conditions to completion of the merger

        Closing Conditions for the Benefit of QCR.    QCR's obligations are subject to fulfillment of certain conditions, including:

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        Closing Conditions for the Benefit of Springfield.    Springfield's obligations are subject to fulfillment of certain conditions, including:

Termination

        QCR and Springfield may mutually agree to terminate the merger agreement and abandon the merger at any time. Subject to conditions and circumstances described in the merger agreement, either QCR or Springfield may also terminate the merger agreement as follows:

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        In addition, a particular party may terminate the merger agreement as follows:

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        Any termination of the merger agreement will not relieve the breaching party from liability resulting from its fraud or any willful and material beach by that party of the merger agreement.

Termination fees

        Termination Fees Payable by Springfield.    Springfield has agreed to pay QCR a termination fee of $1.5 million if QCR terminates the merger agreement because Springfield has breached or failed to perform its obligations under the merger agreement, which breach or failure to perform would result in the failure of any of the closing conditions and such breach or failure has not or cannot be cured within the earlier of two days prior to December 31, 2018 and 30 days following written notice to the breaching party, provided its inability to satisfy the condition was not caused by QCR's failure to comply in all material respects with any of its obligations under the merger agreement.

        Springfield has agreed to pay QCR a termination fee of $3.0 million if the merger agreement is terminated under the following circumstances:

        Termination Fees Payable by QCR.    QCR has agreed to pay Springfield a termination fee of $1.5 million if Springfield terminates the merger agreement because QCR has breached or failed to perform its obligations under the merger agreement, which breach or failure to perform would result in the failure of any of the closing conditions and such breach or failure has not or cannot be cured within the earlier of two days prior to December 31, 2018 and 30 days following written notice to the breaching party, provided its inability to satisfy the condition was not caused by Springfield's failure to comply in all material respects with any of its obligations under the merger agreement.

Management of QCR and Springfield after the merger

        QCR has agreed to take all appropriate action to appoint Timothy O'Reilly to QCR's board of directors following the completion of the merger, subject to any necessary regulatory approval and the satisfactory completion of QCR's director nominee due diligence. The QCR board of directors will otherwise remain the same after the merger.

Expenses

        All expenses incurred in connection with the merger agreement will be paid by the party incurring the expenses.

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Nasdaq stock listing

        QCR common stock currently is listed on the Nasdaq Global Market under the symbol "QCRH." The shares to be issued to Springfield's stockholders as merger consideration also will be eligible for trading on the Nasdaq Global Market.

Amendment

        The merger agreement may be amended in writing by the parties.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF SPRINGFIELD

        The following table sets forth, as of May 2, 2018, which is the most recent practicable date, information regarding the beneficial ownership of Springfield's common stock by: (i) each of Springfield's executive officers and directors individually, (ii) by all of Springfield's executive officers and directors as a group, and (iii) by each stockholder known by Springfield to beneficially own in excess of 5% of Springfield's outstanding common stock. The percentages below are based on 5,457,329 common shares outstanding as of May 2, 2018. Information with respect to Springfield's directors, executive officers and 5% stockholders is based on Springfield's records and data supplied by each of the directors and officers.

        The address for each stockholder listed in the table below is: c/o Springfield Bancshares, Inc., 2006 South Glenstone Avenue, Springfield, Missouri 65804.

Name and Address of
Beneficial Owners
  Amount of Shares
Owned and Nature
of Beneficial Ownership(1)
  Percent of Shares
of Common Stock
Outstanding
 

Directors and Executive Officers:

             

Robert Fulp, Chairman & CEO(2)

    64,000     1.2 %

Kirk Bossert, Director & COO(3)

    120,025     2.2 %

Monte McNew, Director & President

    9,960     *  

Rebecca Scorse, CLO(4)

    20,270     *  

Amy Kiefer, COO(5)

    34,500     *  

James Anderson, Director(6)

    16,153     *  

Jan Baumgartner, Director(7)

    199,665     3.7 %

Robert Beine, Director(8)

    201,605     3.7 %

Noel Boyd, Director

    169,889     3.1 %

Brent Davis, Director

    201,595     3.7 %

Larry Lipscomb, Director

    198,770     3.6 %

Charlie O'Reilly, Director

    81,515     1.5 %

Tim O'Reilly, Director

    236,705     4.3 %

John Youngblood, Director

    182,470     3.3 %

All Directors and Executive Officers as a Group (14 persons)

   
1,737,122
   
31.8

%

5% Owners:

   
 
   
 
 

None. 

    N/A     N/A  

(1)
In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (which we refer to as the "Exchange Act"), a person is deemed to be the beneficial owner for purposes of this table, of any shares of our common stock if he or she has or shares voting or investment power with respect to such security, or has a right to acquire beneficial ownership at any time within 60 days from May 2, 2018. As used herein, "voting power" is the power to vote or direct the voting of shares, and "investment power" is the power to dispose or direct the disposition of shares. The nature of beneficial ownership for shares shown in this column, unless otherwise noted, represents sole voting and investment power.

(2)
Comprised of 64,000 shares held jointly with Mr. Fulp's spouse.

(3)
Includes 60,000 shares held jointly with Mr. Bossert's spouse, and 60,025 shares held directly by Mr. Bossert.

(4)
Comprised of 20,270 shares held jointly with Ms. Scorse's spouse.

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(5)
Includes 4,000 shares held jointly with Ms. Kiefer's spouse, and 34,500 shares held directly by Ms. Kiefer.

(6)
Includes 4,000 shares held jointly with Mr. Anderson's spouse, and 12,153 shares held directly by Mr. Anderson.

(7)
Includes 71,643 shares held directly by Ms. Baumgartner's spouse, and 128,022 shares held directly by Ms. Baumgartner.

(8)
Includes 100,802 shares held directly by Mr. Beine's spouse, and 100,803 shares held directly by Mr. Beine.

*
Less than 1%.

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COMPARISON OF RIGHTS OF QCR STOCKHOLDERS AND SPRINGFIELD STOCKHOLDERS

        As a stockholder of Springfield, your rights are governed by Springfield's articles of incorporation, as amended, and its bylaws, as amended, each as currently in effect. Upon completion of the merger, the rights of Springfield stockholders who receive shares of QCR common stock in exchange for their shares of Springfield common stock will be governed by QCR's certificate of incorporation and bylaws, as well as the rules and regulations applying to public companies. QCR is incorporated in Delaware and subject to the DGCL and Springfield is incorporated in Missouri and is subject to the MGBCL.

        The following discussion summarizes material similarities and differences between the rights of Springfield stockholders and QCR stockholders and is not a complete description of all of the differences. This discussion is qualified in its entirety by reference to the DGCL and the MGBCL and QCR's and Springfield's respective, articles of incorporation and bylaws, each as amended and restated from time to time.

 
  QCR Stockholder Rights   Springfield Stockholder Rights
Authorized Capital Stock:   QCR is authorized to issue 20 million shares of common stock, par value $1.00 per share, and 250,000 shares of preferred stock, par value $1.00 per share, which we refer to as "QCR preferred stock."

As of March 31, 2018, QCR had 13,936,957 shares of common stock issued and outstanding, and no shares of QCR preferred stock issued and outstanding. Future issuance of shares of QCR's preferred stock may affect the relative rights of the holders of its common stock, depending upon the exact terms, qualifications, limitations and relative rights and preferences, if any, of the shares of the preferred stock as determined by QCR's board of directors.

  Springfield is authorized to issue 10 million shares of common stock, par value $0.01 per share

As of March 31, 2018, Springfield had 5,457,329 shares of common stock issued and outstanding.


Dividends:

 

Subject to any rights of holders of QCR preferred stock, QCR may pay dividends if, as and when declared by its board of directors from any funds legally available therefor.

 

Springfield may pay dividends, subject to the Springfield's articles of incorporation and applicable law, if, as and when declared by its board of directors from any funds legally available therefor.

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  QCR Stockholder Rights   Springfield Stockholder Rights

Number of Directors; Classification:

 

The QCR board of directors currently consists of 11 members. QCR's certificate of incorporation provides that its board of directors must consist of not less than three and no more than 15 directors, as may be established by resolution of not less than 80% of the number of directors of the then-current board.

QCR's board of directors is divided into three classes, with each class consisting of approximately one-third of the total number of directors. Directors are elected for three-year terms, with one class of directors up for election at each annual meeting of stockholders.


 

The Springfield board of directors currently consists of 13 members. Springfield's bylaws provide that its board of directors must consist of not less than three and no more than 13 directors, as may be established by resolution of a majority of the number of directors of the then-current board. Directors are elected for one-year terms.

Election of Directors; Vacancies:

 

Each QCR stockholder is entitled to one vote for each share of the voting stock held by such stockholder. Directors shall be elected by a plurality vote.

QCR's certificate of incorporation does not provide for cumulative voting. QCR's bylaws provide that any vacancy on the board of directors may be filled at an annual meeting or special meeting of the stockholders called for such purpose, or if such vacancy arises between meetings of stockholders, by a majority vote of the board of directors then in office.


 

Each Springfield stockholder is entitled to one vote for each share of stock entitled to vote and held by such stockholder. Directors are elected by the affirmative vote of a majority of shares entitled to vote and represented in person or by proxy at a meeting in which a quorum is present.

Springfield's bylaws provide that any vacancy on the board of directors may be filled by a majority vote of the board of directors then in office.


Removal of Directors:

 

A QCR director may be removed at a stockholders' meeting, for cause, by the affirmative vote of not less than 75% of the outstanding shares entitled to vote.

 

A Springfield director may be removed at a stockholders' meeting, with or without cause, by the affirmative vote of the holders of 70% of the shares then entitled to vote at an election of directors.

A Springfield director may be removed for cause by action of a majority of the entire board of directors then in office.


Call of Special Meeting of Directors:

 

QCR's bylaws provide that a special meeting of the board of directors may be called by or at the request of the president or any director.

 

Springfield's bylaws provide that a special meeting of the board of directors may be called by the chairman of the board, the president, any vice president, the secretary or any director of Springfield.

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  QCR Stockholder Rights   Springfield Stockholder Rights

Limitation on Director Liability:

 

QCR's certificate of incorporation and bylaws provide that, to the fullest extent permitted by the DGCL, a director will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty of directors.

 

Springfield's articles of incorporation and bylaws do not contain a limitation on director liability provision.

Indemnification:

 

QCR's bylaws provide that the corporation will indemnify any person who was or is a party or is threatened to be made party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Further, QCR will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against


 

Springfield's bylaws provide that it will indemnify each person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (other than an action by or in the right of Springfield) by reason of the fact that such person is or was serving as a director, officer, employee or agent of Springfield, or is or was serving at the request of Springfield as a director, officer, employee, agent, trustee or other comparable position of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement (provided that such settlement and all amounts paid in connection therewith are approved in advance by Springfield in accordance with Springfield's bylaws), attorneys' fees, ERISA excise taxes or penalties, fines and other expenses actually and reasonably incurred by such person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding) if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of Springfield, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful.

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  QCR Stockholder Rights   Springfield Stockholder Rights
    expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.   Further, Springfield will indemnify each person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of Springfield to procure a judgment in its favor by reason of the fact that such person is or was serving as a director, officer, employee or agent of Springfield, or is or was serving at the request of Springfield as a director, officer, employee, agent, trustee or other comparable position of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement thereof (provided that such settlement and all amounts paid in connection therewith are approved in advance by Springfield in accordance with Springfield's bylaws) and all expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action, suit or proceeding (including without limitation the investigation, defense, settlement or appeal of such action, suit or proceeding) if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of Springfield; except that no indemnification under Springfield's bylaws shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person's duty to Springfield unless and only to the extent that the court in which the action, suit or proceeding is brought determines upon application that, despite the adjudication of liability and in view of all the circumstances of such case, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

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  QCR Stockholder Rights   Springfield Stockholder Rights

Call of Special Meetings of Stockholders:

 

QCR's bylaws provide that a special meeting of the stockholders may be called by the chair of the board, the president, the board of directors or at the request in writing of stockholders owning a majority of the issued and outstanding voting stock of the corporation.

Written notice stating the place (if any), date, hour, record date for determining stockholders entitled to vote at the meeting, means of remote communication (if any), place where the stockholder list may examined prior to the meeting and purpose(s) of the special meeting must be delivered, either personally or by mail or facsimile, not less than 10 nor more than 60 days before the date of the meeting.


 

Springfield's bylaws provide that a special meeting of the stockholders may be called by the chairman of the board, the president, the secretary, the board of directors, or by the holders of, or by any officer or stockholder upon the written request of the holders of, not less than 20% of all outstanding shares entitled to vote any an such meeting.

Written notice stating the place, date and hour of the meeting and, in case of special meeting, the purpose or purposes thereof, must be delivered either personally or by mail, not less than 10 nor more than 70 days before the date of the meeting.


Quorum of Stockholders:

 

QCR's bylaws provide that a majority of the outstanding shares of voting stock, represented in person or by proxy, constitutes a quorum at any meeting of stockholders.

 

Springfield's bylaws provide that a majority of the outstanding shares of voting stock entitled to vote at any meeting, represented in person or by proxy, constitutes a quorum at all meetings of stockholders.

Advance Notice Regarding Stockholder Proposals (other than Nomination of Candidates for Election to the Board of Directors):

 

QCR's bylaws provide that for a stockholder to properly bring business before an annual or special meeting of stockholders, written notice of such proposal must be delivered, mailed or telegraphed to the secretary of the corporation at the principal executive offices of the corporation not less than 30 days nor more than 75 days prior to the date of the originally scheduled meeting (provided, however, that if less than 40 days' notice of the date of the scheduled meeting is given or made by the corporation, notice by the stockholder to be timely must be so delivered, mailed or telegraphed to the corporation not later than the close of business on the 10th day following the day on which notice of the date of the scheduled meeting was first mailed to stockholders).

 

Springfield's articles of incorporation and bylaws do not contain advance notice provisions for stockholder proposals.

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  QCR Stockholder Rights   Springfield Stockholder Rights

 

 

A stockholder's notice to the secretary shall set forth the following as to each matter the stockholder proposes to bring before the meeting: (i) a brief description of the proposal desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) the name and address, as they appear on the corporation's books, of the stockholder proposing such business, (iii) the number of shares of the corporation's common stock beneficially owned by such stockholder on the date of such stockholder's notice, and (iv) any financial or other interest of such stockholder in the proposal.

 

 

Advance Notice Regarding Stockholders Nomination of Candidates for Election to the Board of Directors:

 

QCR's bylaws provide that nominations, of persons for election to the board of directors may be made at an annual or special meeting of stockholders by a stockholder of QCR.

For nominations for election to the board of directors of QCR to be properly brought before an annual or special meeting, written notice of such nomination(s) must be delivered to or mailed and received by the secretary of the corporation at the principal executive offices of the corporation not less than 30 days nor more than 75 days prior to the meeting (provided, however, that in the event that less than 40 days' notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the earlier of the day on which such notice of the date of meeting was mailed or such public disclosure was made).


 

Springfield's articles of incorporation and bylaws do not contain advance notice provisions for stockholder nominations of candidates for election to the board of directors.

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  QCR Stockholder Rights   Springfield Stockholder Rights

 

 

A stockholder's notice to the secretary shall set forth: (i) the name and address of record of the stockholder who intends to make the nomination, (ii) a representation that the stockholder is, a holder of record of shares of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, (iii) the name, age, business and residence addresses, and principal occupation or employment of each nominee, (iv) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder, (v) such other information regarding such nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC, as then in effect, and (vi) the consent of each nominee to serve as a director of the corporation if so elected.

 

 

Stockholder Action by Written Consent:

 

QCR's certificate of incorporation provides that any action required or permitted to be taken by the holders of capital stock of the corporation must be effected at a duly called annual or special meeting of the holders of capital stock of the corporation and may not be effected by any consent in writing by such holders, unless such action is authorized by not less than 80% of the number of directors.

 

Springfield's bylaws provide that any action required to be taken or which may be taken at a meeting of the stockholders may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all of the stockholders entitled to vote with respect to the subject matter thereof. Such consents shall have the same force and effect as a unanimous vote of the stockholders at a meeting duly held.

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  QCR Stockholder Rights   Springfield Stockholder Rights

Appointment and Removal of Officers:

 

QCR's bylaws provide that the officers shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of the stockholders. Each officer will hold office until his or her successor is duly elected and qualified or until his or her prior death, resignation or removal.

Any officer may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby.


 

Springfield's bylaws provide that the president and secretary shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of the stockholders. The board of directors then, or from time to time, may also elect additional officers, but need not elect any officers other than a president and secretary.

Each officer will hold office until his or her successor is duly elected and qualified or until his or her prior death, resignation or removal. Any officer may be removed by the board of directors whenever in its judgment the best interests of Springfield will be served thereby.


Required Vote for Certain Transactions

 

The QCR certificate of incorporation requires the affirmative vote of stockholders having at least 75% of the voting power of all outstanding voting stock for the following transactions: (i) sale or consolidation, (ii) sale, lease or exchange of all or substantially all of the assets of the corporation, (iii) issuance or transfer of any voting securities to a corporation, person or entity in exchange for cash, assets or securities, and (iv) voluntary dissolution of the corporation. However, such vote is not necessary for any such transaction if approved by not less than 80% of the number of directors then in office.

 

Springfield's bylaws provide that in all matters to be voted on by the stockholders, every decision of a majority of shares entitled to vote on the subject matter and represented in person or by proxy at a meeting at which a quorum is present is a valid as an act of the stockholders (unless a larger vote is required by law).

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  QCR Stockholder Rights   Springfield Stockholder Rights

Amendment to Charter and Bylaws:

 

An amendment to the certificate of incorporation that relates to certain provisions, including the amendment process, use of written ballots, business combinations with interested stockholders and stockholder action by written consent, must be approved by the affirmative vote of the holders of shares having at least 75% of the voting power of all outstanding stock of the corporation entitled to vote thereon.

Otherwise, as provided by the DGCL, the certificate of incorporation may be amended by the affirmative vote of at least a majority of the shares entitled to vote on the proposal after the board of directors has passed a resolution by majority vote setting forth the proposed amendment and directing that it be submitted to a vote at a stockholders' meeting.

The bylaws of QCR may be amended, altered, changed or repealed by either an affirmative vote of holders of not less than 75% of the outstanding shares of stock entitled to vote or the affirmative vote of not less than 80% of the directors then in office.


 

Under the MGBCL, an amendment to the articles of incorporation to opt out of the control acquisition provision of the MGBCL requires the affirmative vote of two-thirds of all outstanding shares entitled to vote. Under the MGBCL, if neither the articles of incorporation or bylaws of a corporation provide for cumulative voting in the election of directors, then an amendment to the articles of incorporation to reduce the number of directors to less than three requires the affirmative vote of a majority of the outstanding shares entitled to vote on the amendment.

Under the MGBCL, all other amendments to the articles of incorporation are adopted upon receiving the affirmative vote of a majority of the outstanding shares entitled to vote on the proposal after the board of directors has passed a resolution by majority vote setting forth the proposed amendment and directing that it be submitted to a vote at a stockholders' meeting.

The bylaws of Springfield may be altered, amended or repealed, or new bylaws may be adopted, in the manner provided in Springfield's articles of incorporation or by law. Springfield's articles of incorporation do not contain any provisions related to the amendment of Springfield's bylaws. Under the MGBCL, the power to make, alter, amend, or repeal the bylaws of the corporation shall be vested in the stockholders, unless and to the extent that such power may be vested in the board of directors by the articles of incorporation. As provided in the MGBCL, the bylaws may be amended, altered or repealed by the affirmative vote of the holders of a majority of the outstanding shares of stock entitled to vote.

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STOCKHOLDER PROPOSALS

        QCR's 2018 annual meeting of stockholders will be held on May 23, 2018. QCR generally holds its annual meeting of the stockholders in May of each year. For business to be properly brought before the 2019 annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation and such proposed business must otherwise be a proper matter for stockholder action. To be timely, a stockholder's notice must be delivered to or mailed to and received by the Secretary at the principal executive offices of the corporation not less than 30 nor more than 75 days prior to the date of the annual meeting; provided, however, that if QCR provides less than 40 days' notice of the annual meeting, notice by the stockholder, to be timely, must be delivered no later than 10 days from the date on which notice of the meeting was mailed. The stockholder notice must set forth: (i) a brief description of the proposal and the reasons for conducting such business at the meeting; (ii) the name and address of the proposing stockholder; (iii) the number of shares of the QCR's common stock beneficially owned by the stockholder on the date of the notice; and (iv) any financial or other interest of the stockholder in the proposal. Stockholder proposals brought in this manner will not be included in QCR's proxy statement.

        Springfield's annual meeting of stockholders was held on April 18, 2018. If the merger occurs, there will be no Springfield annual meeting of stockholders for 2019. Springfield will hold its 2019 annual meeting of stockholders only if the merger is not completed.


LEGAL MATTERS

        The validity of the QCR common stock to be issued in connection with the merger will be passed upon for QCR by Barack Ferrazzano Kirschbaum & Nagelberg LLP. Certain U.S. federal income tax consequences relating to the merger will be passed upon for QCR by Barack Ferrazzano Kirschbaum & Nagelberg LLP and for Springfield by Stinson Leonard Street LLP.


EXPERTS

        The consolidated financial statements of QCR Holdings, Inc. and subsidiaries as of December 31, 2017 and 2016 and for each of the years in the three-year period ended December 31, 2017 and the effectiveness of internal control over financial reporting as of December 31, 2017 incorporated in this Amendment No. 1 to Form S-4 by reference from the QCR Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2017 have been audited by RSM US LLP, an independent registered public accounting firm, as stated in their reports thereon incorporated by reference in this Form S-4 and upon the authority of said firm as experts in accounting and auditing.


WHERE YOU CAN FIND MORE INFORMATION

        QCR has filed a registration statement on Form S-4 with the SEC that registers the QCR common stock to be issued in the merger to Springfield stockholders. This proxy statement/prospectus is a part of that registration statement and constitutes a prospectus of QCR and a proxy statement of Springfield for its special meeting. As allowed by SEC rules and regulations, this proxy statement/prospectus does not contain all of the information in the registration statement.

        QCR files reports, proxy statements, and other information with the SEC under the Exchange Act. The SEC maintains a web site that contains such reports, proxy statements and other information about public companies, including QCR's filings. The Internet address of that site is www.sec.gov. You may also read and copy any materials filed with the SEC by QCR at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may obtain copies of the information that QCR files with the SEC, free of charge by accessing QCR's website at www.qcrh.com under the tab "SEC Filings." Alternatively, these documents, when available, can be obtained free of

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charge from QCR upon written request to QCR Holdings, Inc., Corporate Secretary, Moline, Illinois 61265 or by calling (309) 743-7745.

        As a registered bank holding company, Springfield files unaudited quarterly and annual reports called "Consolidated Financial Statements for Bank Holding Companies" on Form FR Y-9C with the Federal Reserve, which we refer to as a Consolidated Financial Report. In addition, SFC Bank files unaudited quarterly and annual reports called "Consolidated Reports of Condition and Income" with the FDIC, which we refer to as Bank Call Reports.

        The Consolidated Financial Reports and Bank Call Reports are prepared in accordance with regulatory instructions issued by the Federal Financial Institutions Examination Council. The financial statements and other information in the Consolidated Financial Reports and Bank Call Reports are not audited by independent auditors. Because of the special supervisory, regulatory and economic policy needs served by the Consolidated Financial Reports and Bank Call Reports, those regulatory instructions do not in all cases follow generally accepted accounting principles in the United States, including the opinions and statements of the Financial Accounting Standards Board or the Accounting Principles Board. Although Consolidated Financial Reports and Bank Call Reports are primarily supervisory and regulatory documents, rather than financial accounting documents, and do not provide a complete range of financial disclosure, they nevertheless provide important information concerning Springfield's financial condition and results of operations and the financial condition and results of operations of SFC Bank.

        The publicly available portions of the Consolidated Financial Reports filed by Springfield are publicly available on the Federal Financial Institutions Examination Council's website at www.ffiec.gov and the publicly available portions of the Bank Call Reports filed by SFC Bank are publicly available on the FDIC's website at www.fdic.gov. Alternatively, these documents, when available, can be obtained free of charge from Springfield upon written request to Springfield Bancshares, Inc., Attention: Staci Ogle, Corporate Secretary, 2006 South Glenstone Avenue, Springfield, Missouri 65804, (417) 882-8111. The information in the Consolidated Financial Reports filed by Springfield and the Bank Call Reports filed by SFC Bank is not part of this proxy statement/prospectus.

        QCR's Internet address is www.qcrh.com. Springfield's Internet address is www.sfcbank.com. The information on QCR's and Springfield's websites is not part of this proxy statement/prospectus.

        The SEC allows QCR to "incorporate by reference" the information that files with the SEC, which means that QCR can disclose important information to you by referring to its filings with the SEC. The information incorporated by reference is considered a part of this proxy statement/prospectus, and certain information that QCR files later with the SEC will automatically update and supersede the information in this proxy statement/prospectus.

        QCR incorporates by reference the following documents QCR has filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, other than information in these documents that is not deemed to be filed with the SEC:

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        In addition, QCR is incorporating by reference any documents QCR may file under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial registration statement of which this proxy statement/prospectus forms a part and prior to the date of the registration statement and (ii) after the date of this proxy statement/prospectus and prior to the date of the Springfield special meeting, provided, however, that QCR is not incorporating by reference any information furnished (but not filed), except as otherwise specified herein.

        If you would like to request documents, please do so by June 20 to receive them before the Springfield special meeting.

        QCR has supplied all of the information contained in this proxy statement/prospectus relating to QCR and its subsidiary banks. Springfield has supplied all of the information relating to Springfield and SFC Bank.

        You should rely only on the information contained or incorporated by reference in this proxy statement/prospectus to vote on the proposals to Springfield stockholders in connection with the merger. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement/prospectus. This proxy statement/prospectus is dated May [    ·    ]. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any other date other than such date, and neither the mailing of this proxy statement/prospectus nor the issuance by QCR of shares of QCR common stock in connection with the merger will create any implication to the contrary.

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Appendix A

EXECUTION COPY

AGREEMENT AND PLAN OF MERGER

BETWEEN

QCR HOLDINGS, INC.,

AND

SPRINGFIELD BANCSHARES, INC.

April 17, 2018



TABLE OF CONTENTS

ARTICLE 1 THE MERGER   A-1

Section 1.1

  The Merger   A-1

Section 1.2

  Effective Time; Closing   A-1

Section 1.3

  Effects of the Merger   A-2

Section 1.4

  Organizational Documents of the Surviving Entity   A-2

Section 1.5

  Directors and Officers   A-2

Section 1.6

  Alternative Structure   A-2

ARTICLE 2 CONVERSION OF SECURITIES IN THE MERGER

 

A-2

Section 2.1

  Consideration   A-2

Section 2.2

  Cancellation of Shares   A-3

Section 2.3

  No Fractional Shares   A-3

Section 2.4

  Exchange of Certificates   A-3

Section 2.5

  Company Equity Awards   A-4

Section 2.6

  Dissenting Shares   A-5

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

 

A-5

Section 3.1

  Company Organization   A-5

Section 3.2

  Company Subsidiary Organizations   A-6

Section 3.3

  Authorization; Enforceability   A-6

Section 3.4

  No Conflict   A-6

Section 3.5

  Company Capitalization   A-7

Section 3.6

  Company Subsidiary Capitalization   A-8

Section 3.7

  Financial Statements and Reports; Regulatory Filings   A-8

Section 3.8

  Books and Records   A-9

Section 3.9

  Properties   A-9

Section 3.10

  Loans; Loan Loss Reserve   A-9

Section 3.11

  Taxes   A-10

Section 3.12

  Employee Benefits   A-13

Section 3.13

  Compliance with Legal Requirements   A-15

Section 3.14

  Legal Proceedings; Orders   A-15

Section 3.15

  Absence of Certain Changes and Events   A-16

Section 3.16

  Material Contracts   A-17

Section 3.17

  No Defaults   A-18

Section 3.18

  Insurance   A-19

Section 3.19

  Compliance with Environmental Laws   A-19

Section 3.20

  Transactions with Affiliates   A-19

Section 3.21

  Brokerage Commissions   A-20

Section 3.22

  Approval Delays   A-20

Section 3.23

  Labor Matters   A-20

Section 3.24

  Intellectual Property   A-20

Section 3.25

  Investments   A-21

Section 3.26

  No Other Representations or Warranties   A-22

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF ACQUIROR

 

A-22

Section 4.1

  Acquiror Organization   A-22

Section 4.2

  Acquiror Subsidiary Organizations   A-23

Section 4.3

  Authorization; Enforceability   A-23

Section 4.4

  No Conflict   A-23

Section 4.5

  Acquiror Capitalization   A-24

A-i


Section 4.6

  Acquiror SEC Reports; Financial Statements and Reports; Regulatory Filings   A-24

Section 4.7

  Properties   A-25

Section 4.8

  Employee Benefits   A-26

Section 4.9

  Compliance with Legal Requirements   A-26

Section 4.10

  Labor Matters   A-27

Section 4.11

  Legal Proceedings; Orders   A-27

Section 4.12

  Taxes   A-27

Section 4.13

  Absence of Certain Changes and Events   A-28

Section 4.14

  Insurance   A-28

Section 4.15

  Compliance with Environmental Laws   A-28

Section 4.16

  Brokerage Commissions   A-28

Section 4.17

  Approval Delays   A-28

Section 4.18

  Financial Capability   A-28

Section 4.19

  No Other Representations or Warranties   A-29

ARTICLE 5 THE COMPANY'S COVENANTS

 

A-29

Section 5.1

  Access and Investigation   A-29

Section 5.2

  Operation of the Company and Company Subsidiaries   A-30

Section 5.3

  Notice of Changes   A-33

Section 5.4

  Stockholders' Meeting   A-33

Section 5.5

  Information Provided to Acquiror   A-33

Section 5.6

  Operating Functions   A-34

Section 5.7

  Title to Real Estate   A-34

Section 5.8

  Surveys   A-34

Section 5.9

  Environmental Investigation   A-34

Section 5.10

  Company Benefit Plans   A-35

Section 5.11

  Acquisition Proposals   A-35

ARTICLE 6 ACQUIROR'S COVENANTS

 

A-36

Section 6.1

  Access and Investigation   A-36

Section 6.2

  Operation of the Acquiror and Acquiror Subsidiaries   A-37

Section 6.3

  Notice of Changes   A-37

Section 6.4

  Information Provided to the Company   A-37

Section 6.5

  Operating Functions   A-37

Section 6.6

  Indemnification   A-37

Section 6.7

  Board Representation   A-38

Section 6.8

  Authorization and Reservation of Acquiror Common Stock   A-38

Section 6.9

  Stock Exchange Listing   A-39

Section 6.10

  Assumption of Debt Instruments   A-39

ARTICLE 7 COVENANTS OF ALL PARTIES

 

A-39

Section 7.1

  Regulatory Approvals   A-39

Section 7.2

  SEC Registration   A-39

Section 7.3

  Publicity   A-40

Section 7.4

  Reasonable Best Efforts; Cooperation   A-40

Section 7.5

  Employees and Employee Benefits   A-41

Section 7.6

  Tax Free Reorganization   A-42

Section 7.7

  Takeover Laws   A-43

Section 7.8

  Stockholder Litigation   A-43

Section 7.9

  Exemption from Liability Under Section 16(b)   A-43

Section 7.10

  Adjusted Tangible Equity   A-44

A-ii



ARTICLE 8 CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIROR

 

A-44

Section 8.1

  Accuracy of Representations and Warranties   A-44

Section 8.2

  Performance by the Company   A-45

Section 8.3

  Stockholder Approval   A-45

Section 8.4

  No Proceedings, Injunctions or Restraints; Illegality   A-45

Section 8.5

  Regulatory Approvals   A-45

Section 8.6

  Registration Statement   A-45

Section 8.7

  Officers' Certificate   A-45

Section 8.8

  Tax Opinion   A-45

Section 8.9

  Stock Exchange Listing   A-46

Section 8.10

  No Material Adverse Effect   A-46

Section 8.11

  Executive Employment Agreements   A-46

ARTICLE 9 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE COMPANY

 

A-46

Section 9.1

  Accuracy of Representations and Warranties   A-46

Section 9.2

  Performance by Acquiror   A-46

Section 9.3

  Stockholder Approval   A-46

Section 9.4

  No Proceedings; No Injunctions or Restraints; Illegality   A-46

Section 9.5

  Regulatory Approvals   A-47

Section 9.6

  Registration Statement   A-47

Section 9.7

  Officers' Certificate   A-47

Section 9.8

  Tax Opinion   A-47

Section 9.9

  Stock Exchange Listing   A-47

Section 9.10

  No Material Adverse Effect   A-47

ARTICLE 10 TERMINATION

 

A-47

Section 10.1

  Termination of Agreement   A-47

Section 10.2

  Effect of Termination or Abandonment   A-49

Section 10.3

  Fees and Expenses   A-49

ARTICLE 11 MISCELLANEOUS

 

A-50

Section 11.1

  Survival   A-50

Section 11.2

  Governing Law; Venue and Waiver of Jury Trial   A-50

Section 11.3

  Assignments, Successors and No Third Party Rights   A-51

Section 11.4

  Modification   A-51

Section 11.5

  Extension of Time; Waiver   A-51

Section 11.6

  Notices   A-52

Section 11.7

  Entire Agreement   A-53

Section 11.8

  Severability   A-53

Section 11.9

  Further Assurances   A-53

Section 11.10

  Counterparts   A-53

ARTICLE 12 DEFINITIONS

 

A-53

Section 12.1

  Definitions   A-53

Section 12.2

  Principles of Construction   A-59

 

Exhibits
A   Form of Voting and Support Agreement
B   Company Employees
C   Company Minimum Adjusted Net Worth

A-iii



AGREEMENT AND PLAN OF MERGER

        THIS AGREEMENT AND PLAN OF MERGER (together with all exhibits and schedules, this "Agreement") is entered into as of April 17, 2018, by and between QCR Holdings, Inc., a Delaware corporation ("Acquiror"), and Springfield Bancshares, Inc., a Missouri corporation (the "Company").


RECITALS

        A.    The boards of directors of the Company and Acquiror have determined that it is in the best interests of their respective companies and their stockholders to consummate the strategic business combination transaction provided for herein, pursuant to which the Company will, subject to the terms and conditions set forth herein, merge with and into Acquiror (the "Merger"), with Acquiror as the surviving entity in the Merger (sometimes referred to in such capacity as the "Surviving Entity").

        B.    The parties intend that the Merger qualify as a "reorganization" under the provisions of Section 368(a) of the Code, and that this Agreement be and hereby is adopted as a "plan of reorganization" within the meaning of Sections 354 and 361 of the Code.

        C.    As an inducement to Acquiror to enter into this Agreement, certain of the directors and executive officers of the Company in office as of the date of this Agreement have, concurrently with the execution of this Agreement, entered into a Voting and Support Agreement in substantially the form attached hereto as Exhibit A.

        D.    As further inducement to Acquiror to enter into this Agreement, each Company employee listed on Exhibit B attached hereto shall, concurrently with the execution of this Agreement, enter into an Employment Agreement, by and among the Bank, Acquiror and such executive, which shall become effective as of the Effective Time and govern the terms of continuing employment for each such executive.

        E.    The parties desire to make certain representations, warranties and agreements in connection with the Merger and the other transactions contemplated by this Agreement and the parties also agree to certain prescribed conditions to the Merger and other transactions.


AGREEMENTS

        In consideration of the foregoing premises and the following mutual promises, covenants and agreements, the parties hereby agree as follows:


ARTICLE 1
THE MERGER

        Section 1.1    The Merger.     Provided that this Agreement shall not prior thereto have been terminated in accordance with its express terms, upon the terms and subject to the conditions of this Agreement and in accordance with the applicable provisions of the DGCL and the GBCLM, at the Effective Time, the Company shall be merged with and into Acquiror pursuant to the provisions of, and with the effects provided in, the DGCL and the GBCLM, the separate corporate existence of the Company shall cease and Acquiror will be the Surviving Entity.


        
Section 1.2    Effective Time; Closing.     

        (a)   Provided that this Agreement shall not prior thereto have been terminated in accordance with its express terms, the closing of the Merger (the "Closing") shall occur through the mail or at a place that is mutually acceptable to Acquiror and the Company, or if they fail to agree, at the offices of Barack Ferrazzano Kirschbaum & Nagelberg LLP, located at 200 West Madison Street, Suite 3900, Chicago, Illinois 60606, at 10:00 a.m., local time, on the date that is five (5) Business Days after the satisfaction or waiver (subject to applicable Legal Requirements) of the latest to occur of the conditions set forth in Article 8 and Article 9 (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) or at such other time and place as Acquiror and the Company may agree in writing (the "Closing Date").


Subject to the provisions of Article 10, failure to consummate the Merger on the date and time and at the place determined pursuant to this Section 1.2 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement.

        (b)   The parties hereto agree to file on the Closing Date articles of merger with the Secretary of State of the State of Delaware (the "Delaware Certificate of Merger"), and articles of merger with the Missouri Secretary of State (the "Missouri Articles of Merger"). The Merger shall become effective as of the date and time specified in the Delaware Certificate of Merger (the "Effective Time").


        
Section 1.3    Effects of the Merger.     At and after the Effective Time, the Merger will have the effects specified in the DGCL and the GBCLM. Without limiting the generality of the foregoing, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company shall be vested in the Surviving Entity, and all debts, liabilities and duties of the Company shall become the debts, liabilities and duties of the Surviving Entity.


        
Section 1.4    Organizational Documents of the Surviving Entity.     The Acquiror Certificate of Incorporation and the Acquiror Bylaws, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation and bylaws of the Surviving Entity until thereafter amended in accordance with the provisions thereof and applicable Legal Requirements.