QCR (QCRH) S-4Registration of securities issued in business combination transactions

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.

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.”

fiduciaries do not have discretionary voting power on these matters. Failure to instruct your bank, broker other fiduciary how to vote will have the same effect as a vote against adoption of the merger agreement.

You may change your vote or revoke your proxy at any time before it is exercised by submitting a valid, later-dated proxy card, submitting a valid, subsequent vote by telephone or the Internet or filing with the Corporate Secretary of Guaranty written instructions revoking the proxy. You may also revoke a prior proxy by voting in person at the applicable special meeting. If your shares are held in a brokerage account in your name, you should follow the instructions for changing or revoking your vote provided by your bank, broker or other fiduciary.

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 [•].

QCR and Guaranty monitor the risk that the principal markets in which both operate could experience increased inflationary conditions, which would, among other things, cause loss costs to increase, and impact the performance of their respective businesses. The risks of inflation across key markets are increasing. In particular, the steps taken by federal, state and local governments in responding to the COVID-19 pandemic, and the costs of such actions, may lead to higher than expected inflation on a sustained basis. The onset, duration and severity of an inflationary period cannot be estimated with precision.

The COVID-19 pandemic has created economic and financial disruptions that have adversely affected, and are likely to continue to adversely affect, QCR’s and Guaranty’s business, financial condition, liquidity, capital and results of operations. Even as efforts to contain the pandemic, including vaccinations, have made progress and some restrictions have relaxed, new variants of the virus are causing additional outbreaks. The impact of the Omicron variant, or other variants that may emerge, cannot be predicted at this time, and could depend on numerous factors, including the availability of vaccines in different parts of the world, vaccination rates among the population, the effectiveness of COVID-19 vaccines against the Omicron variant and other variants, and the response by governmental bodies to reinstate restrictive measures. If the effects of the COVID-19 pandemic cause a continued or extended decline in the economic environment and QCR or Guaranty’s financial results, or QCR or Guaranty’s business operations are further disrupted as a result of the COVID-19 pandemic, efforts to complete the merger and integrate Guaranty’s business with that of QCR may also be delayed and adversely affected.

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 Guaranty stockholders, on the date of the special meeting of the Guaranty 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 Guaranty stockholders will receive upon completion of the merger. Accordingly, at the time of the special meeting, Guaranty 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 Guaranty’s control. You should obtain current market quotations for shares of QCR common stock and for shares of Guaranty common stock before you vote.

Upon completion of the merger, holders of Guaranty common stock will become holders of QCR common stock subject to the terms and conditions in the merger agreement. QCR’s business differs in important respects from that of Guaranty. Accordingly, the results of operations of the combined company

Guaranty stockholders currently have the right to vote in the election of the Guaranty board of directors and on other matters requiring stockholder approval under Delaware law and Guaranty’s certificate of incorporation and bylaws. Upon the completion of the merger, each Guaranty stockholder will become a stockholder of QCR subject to the terms and conditions of the merger agreement with a percentage ownership of QCR that is smaller than such stockholder’s percentage ownership of Guaranty. Additionally, only one member of the Guaranty 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 Guaranty common stock on [•], 2022, and based on the [•] total number of QCR shares of common stock issuable pursuant to the merger, stockholders of Guaranty, as a group, will receive shares in the merger constituting approximately [•]% of QCR common shares expected to be outstanding immediately after the merger (without giving effect to any QCR common shares held by Guaranty stockholders prior to the merger). Because of this, current Guaranty 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 Guaranty.

QCR and Guaranty 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 Guaranty in a manner that permits growth opportunities, including, among other things, enhanced revenues and revenue synergies, an expanded market reach and operating efficiencies, and neither materially disrupts the existing customer relationships of QCR or Guaranty nor results 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 Guaranty’s ongoing businesses or cause inconsistencies in standards, controls, procedures and policies that adversely affect the ability of QCR or Guaranty 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 Guaranty 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.

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 Guaranty 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 Guaranty 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 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 Guaranty 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.

Guaranty may experience negative impacts on its stock price;

Guaranty may experience negative reactions from its customers, vendors and employees;

Guaranty will have incurred substantial expenses and will be required to pay certain costs relating to the merger, whether or not the merger is completed;

the merger agreement places certain restrictions on the conduct of Guaranty’s businesses prior to completion of the merger. Such restrictions, the waiver of which is subject to the consent of QCR (not to be unreasonably withheld, conditioned or delayed), may prevent Guaranty from making certain acquisitions or taking certain other specified actions during the pendency of the merger; and

matters relating to the merger (including integration planning) will require substantial commitments of time and resources by Guaranty management, which would otherwise have been devoted to other opportunities that may have been beneficial to Guaranty as an independent company.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Guaranty and, consequently, on QCR. These uncertainties may impair Guaranty’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with Guaranty to seek to change existing business relationships with Guaranty. 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 Guaranty from making certain transactions and taking other specified actions without the consent of QCR (which consent cannot be unreasonably withheld, conditioned or delayed) until the merger occurs. These restrictions may prevent Guaranty from pursuing attractive business opportunities that may arise prior to the completion of the merger.

The interests of some of the directors and executive officers of Guaranty may be different from those of Guaranty stockholders, and directors and officers of Guaranty may be participants in arrangements that are different from, or are in addition to, those of Guaranty stockholders. The members of the Guaranty’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 Guaranty’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 a third party from submitting a business combination proposal to Guaranty that might result in greater value to Guaranty’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 Guaranty than it might otherwise have proposed to pay absent such provisions. These provisions include a general prohibition on Guaranty from soliciting, or, subject to certain exceptions relating to the exercise of fiduciary duties by Guaranty’s board of directors, entering into discussions with any third party regarding any acquisition proposal or offers for competing transactions. Guaranty also has an unqualified obligation to submit the proposal to approve the merger to a vote by its stockholders, even if Guaranty 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, Guaranty may be required to pay QCR a termination fee of $4.7 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.”

The opinion of KBW, Guaranty’s financial advisor, to the Guaranty board of directors was delivered on and dated November 5, 2021. Changes in the operations and prospects of Guaranty or QCR, general

the possibility that any of the anticipated benefits of the proposed transaction between QCR and Guaranty will not be realized or will not be realized within the expected time period;

the risk that integration of operations of Guaranty, QCR and their respective bank subsidiaries will be materially delayed or will be more costly or difficult than expected;

the inability to complete the proposed transaction due to the failure of the required stockholder approval and/or potential litigation related to the proposed transaction;

the failure to satisfy other conditions to completion of the proposed transaction, including receipt of required regulatory and other approvals;

the failure of the proposed transaction to close for any other reason;

the effect of the announcement of the transaction on customer relationships and operating results;

the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

the strength of the local, state, national and international economies;

changes in state and federal laws, regulations and governmental policies concerning QCR’s and Guaranty’s general businesses;

changes in inflation, interest rates and prepayment rates of QCR’s and Guaranty’s assets (including the impact of LIBOR phase-out);

increased competition in the financial services sector and the inability to attract new customers;

changes in technology and the ability to develop and maintain secure and reliable electronic systems;

the loss of key executives or employees;

changes in consumer spending;

diversion of management’s attention from ongoing business operations and opportunities due to the proposed merger;

unexpected outcomes of existing or new litigation involving QCR or Guaranty;

the economic impact of any future terrorist threats or attacks, widespread disease or pandemics (including the COVID-19 pandemic in the United States and mutations thereof), acts of war or threats thereof and other adverse external events that could cause economic deterioration or instability in credit markets, and the response of the local, state and national governments to any such adverse events;

the economic impact of exceptional weather occurrences such as tornadoes, hurricanes, floods, and blizzards; and

changes in accounting policies and practices.

a proposal to approve an 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.

The record date for the Guaranty special meeting is [•], 2022. Guaranty’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 [•] shares of Guaranty common stock outstanding and entitled to vote at the special meeting. The outstanding shares are held by approximately [•] holders of record.

The presence, in person or by proxy, of a majority of the shares of Guaranty common stock entitled to vote on the merger agreement is necessary to constitute a quorum at the special meeting. Each share of Guaranty 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, Guaranty will also count as present the shares of Guaranty common stock present in person but not voting, and the shares of common stock for which Guaranty 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 Guaranty common stock outstanding as of the record date, at least [•] shares need to be present at the special meeting, whether in person or by proxy, to constitute a quorum.

Approval of the merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Guaranty 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 Guaranty 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 Guaranty from obtaining a quorum and require Guaranty to adjourn the special meeting to solicit additional proxies.

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 Guaranty 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.

You may change your vote or revoke your proxy at any time before it is exercised by submitting a valid, later-dated proxy card, submitting a valid, subsequent vote by telephone or the Internet or filing with the Corporate Secretary of Guaranty written instructions revoking the proxy. You may also revoke a prior proxy by voting in person at the applicable special meeting. If your shares are held in a brokerage account in your name, you should follow the instructions for changing or revoking your vote provided by your bank, broker or other fiduciary.

All written notices of revocation and other communication with respect to the revocation of proxies should be addressed to: Guaranty Federal Bancshares, Inc., Corporate Secretary, 2144 E. Republic Rd. Suite F200, 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.

The Guaranty board of directors is using this proxy statement/prospectus to solicit proxies from the holders of Guaranty common stock for use at the Guaranty special meeting of stockholders, at which Guaranty stockholders will be asked to approve the merger agreement and thereby approve the merger. When the merger is completed, Guaranty will merge with and into QCR and will cease to exist, which will result in Guaranty Bank being a wholly-owned subsidiary of QCR. The merger is anticipated to be completed in the first or second quarter of 2022.

If the merger is completed, each share of Guaranty common stock issued and outstanding immediately prior to the effective time of the merger (other than any shares owned by QCR or Guaranty, and other than any dissenting shares) will be converted into the right to receive (i) $30.50 in cash, (ii) 0.58775 shares of QCR common stock, or (iii) mixed consideration of $6.10 in cash and 0.4702 shares of QCR common stock, subject to certain adjustments as described in this proxy statement/prospectus, and with cash paid in lieu of fractional shares. Shares of Guaranty common stock held by Guaranty stockholders who elect to exercise their dissenters’ rights will not be converted into merger consideration.

From time to time, the board of directors of Guaranty assesses the economic, regulatory and competitive conditions in which Guaranty operates as well as its long-term business strategy and objectives. During recent years, Guaranty’s board of directors has reviewed and assessed strategic opportunities and challenges and has considered various strategic options potentially available to Guaranty, all with the goal of enhancing Guaranty’s strategic capabilities and increasing value for Guaranty’s stockholders.

Similarly, over the past several years, QCR’s board of directors has actively and thoughtfully considered QCRs business and strategic direction, and has explored ways to take advantage of the different opportunities to grow, both organically and through strategic transactions, in new and existing markets in the Midwestern United States. 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 Piper Sandler & Co. (which we refer to as “Piper Sandler”), 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.

On June 25, 2020, Guaranty’s board of directors established a special committee of independent directors (which we refer to as the “Guaranty Special Committee”) to discuss, review, analyze, evaluate and negotiate possible strategic options with respect to Guaranty and to make reports and recommendations to Guaranty’s board of directors with respect thereto. Guaranty’s board of directors appointed James Batten, John Griesemer, Tim Rosenbury, Tony Scavuzzo and Kurt Hellweg to the Guaranty Special Committee.

On January 27, 2021, Guaranty’s board of directors discussed exploring a potential strategic transaction following its review of the 2021 Guaranty budget. The board of directors instructed Shaun Burke, Guaranty’s President and Chief Executive Officer, to solicit input from investment bankers. One of the investment banks whose representatives had discussions with Mr. Burke was KBW.

On March 25, 2021, at a meeting of the board of directors, a representative of KBW reviewed and discussed with the board of directors a banking industry overview, Guaranty’s performance, the banking mergers and acquisitions market and a group of financial institutions that could be potential strategic partners

On April 9, 2021, the Guaranty Special Committee authorized further discussions with the four potential strategic partners contacted by KBW that had expressed interest in discussing a potential transaction with Guaranty. The other potential strategic partner contacted by KBW did not express an interest in a potential transaction with Guaranty.

On April 13, 2021, at the direction of the Guaranty Special Committee, Mr. Burke and the chief executive officer of one such potential strategic partner (which we refer to as “Bidder 1”) had an initial discussion about a potential strategic transaction involving the two companies. Guaranty and Bidder 1 executed a non-disclosure agreement on April 15, 2021, enabling further discussions and the sharing of confidential information. On April 22, 2021, Mr. Burke met with the chief executive officer of Bidder 1 again to discuss a potential merger of equals.

On April 27, 2021, at the direction of the Guaranty Special Committee, Mr. Burke and a representative of KBW met with the chief executive officer of another such potential strategic partner (which we refer to as “Bidder 2”) to discuss strategic options going forward.

On April 29, 2021, at a meeting of Guaranty’s board of directors, the Guaranty Special Committee provided an update to the board of directors on the various calls and meetings that had taken place with Bidder 1 and Bidder 2. Guaranty’s board of directors agreed that the Guaranty Special Committee should continue coordinating discussions with all potential strategic partners that had expressed an interest in a transaction with Guaranty.

On April 30, 2021, at the direction of the Guaranty Special Committee, Mr. Burke and the chief executive officer of a third potential strategic partner (which we refer to as “Bidder 3”) discussed a potential strategic partnership. Bidder 3 expressed interest but only “if timelines worked out.”

On May 10, 2021, at a Guaranty Special Committee meeting, representatives of KBW reviewed the process to date and illustrative financial implications of a potential merger of equals with Bidder 1 across a range of hypothetical valuations. At this meeting, the Guaranty Special Committee was informed that on this day an unsolicited potential strategic partner (which we refer to as “Bidder 4”) reached out to Guaranty and expressed an interest in a potential strategic partnership.

On May 12, 2021, Mr. Burke received a call from Larry Helling and Todd Gipple, both executives of QCR, in which the QCR representatives expressed interest in a potential transaction with Guaranty and suggested that the parties “stay in touch.” Mr. Burke promptly updated the Guaranty Special Committee regarding the expression of interest from QCR.

On May 14, 2021, at the direction of the Guaranty Special Committee, representatives of Guaranty engaged in further discussions with Bidder 1 to discuss potential terms of a merger. Within a week, the Guaranty Special Committee met and decided to continue discussions with Bidder 1 and QCR.

On May 27, 2021, at a Guaranty board meeting, representatives of KBW updated Guaranty’s board of directors on the ongoing discussions regarding a potential strategic partnership involving Guaranty.

On June 9, 2021, at the direction of the Special Committee, Mr. Burke met with board of directors of Bidder 1. Bidder 1 confirmed its continued interest in a strategic transaction with Guaranty.

On June 21, 2021, Guaranty’s board of directors received an unsolicited merger model from Bidder 4 valuing Guaranty at $28.00 per share. During this time period, Guaranty’s board of directors was also considering its range of alternatives and considering the ones presented in light of the proposal from Bidder 4. Guaranty’s board of directors was considering its perceived universe of potential partners and its judgement of several factors including short-term and potential long-term share price outlook, aftermarket trading liquidity and confidence in execution. However, Guaranty’s board of directors determined that the proposal from Bidder 4 was not sufficiently beneficial to Guaranty to warrant further action and thus continue pursuing the other three bids. Guaranty’s closing stock price on this date was $24.09 per share.

On June 24, 2021, Guaranty’s board of directors, in executive session, discussed the Guaranty Special Committee’s findings to this point in the process and approved the removal of Mr. Scavuzzo. The Guaranty Special Committee thereafter consisted of independent directors, James Batten, John Griesemer, Kurt Hellweg and David Moore who was added into the committee. Guaranty’s board of directors authorized entry into a non-disclosure agreement with QCR (which was signed by Guaranty and QCR on the same date) and also authorized additional discussions with Bidder 1 and Bidder 2.

On June 30, 2021, the Guaranty Special Committee members and Mr. Burke met with Bidder 1’s board of directors to further discuss a potential transaction.

In July 2021, Mr. Burke met with Bidder 2 to discuss a potential strategic partnership. Concerns were raised that a deal may not happen due to timing issues, but the two parties decided to proceed to determine whether a transaction was possible. On August 6, 2021, a mutual non-disclosure agreement was signed between Bidder 2 and Guaranty.

On July 18, 2021, the Guaranty Special Committee authorized the creation of a data room for QCR, Bidder 1 and Bidder 2 to conduct a preliminary due diligence review of Guaranty. Mr. Burke and Mr. Batten spoke with Vijay Sekhon from Sidley regarding a potential engagement for Sidley to serve as Guaranty’s legal counsel in connection with a potential strategic transaction involving Guaranty, and an engagement letter between Guaranty and Sidley was executed on August 11, 2021.

On July 26, 2021, a Guaranty Special Committee meeting was held to discuss Bidder 1 and a potential merger of equals. The boards of directors of Bidder 1 and Guaranty met jointly on July 28, 2021 to further discuss a potential transaction.

In August 2021, the Guaranty Special Committee along with Guaranty’s board of directors held various meetings with representatives of KBW also in attendance to review and discuss non-binding proposals for a strategic transaction received from each of Bidder 2 and QCR. Bidder 2’s proposal had an implied valuation of $30.98 per share of Guaranty common stock to be paid 100% in Bidder 2 common stock at a fixed exchange ratio, and QCR’s proposal had an implied valuation of $28.41 per share of Guaranty common stock to be paid 80% in QCR common stock (at a fixed exchange ratio) and 20% in cash. Bidder 1 did not provide a proposal to Guaranty. At an August 24, 2021 meeting of the Guaranty Special Committee, KBW reviewed the financial terms of each proposal, and there was discussion regarding next steps. Given the competitive dynamics, the Guaranty Special Committee instructed KBW to contact each bidder and encourage them to increase their bids. On August 24, 2021, the closing price for Guaranty’s common stock was $24.27 per share.

On August 26, 2021, Guaranty’s board of directors met in executive session with representatives of KBW also in attendance to review the non-binding proposals received from each of Bidder 2 and QCR (including Guaranty valuation, available information regarding projected future growth and other material terms) and developments since the last meeting. The QCR proposal was viewed most favorably by Guaranty’s board of directors given the upfront valuation, cash/stock election, available information regarding projected future growth and high level of interest (and consequent increased certainty of closing), and Guaranty’s board of directors instructed KBW to ask QCR to clarify the modeling assumptions in its proposal.

On September 1, 2021 the full board of directors of Guaranty held a meeting with representatives of KBW and Sidley also in attendance to discuss the non-binding proposals that were received from Bidder 2 and QCR and discuss the potential of a strategic transaction with Bidder 1. Bidder 2 did not submit a revised proposal, and the original proposal had an implied valuation of $31.39 per share of Guaranty common stock to be paid 100% in Bidder 2 common stock. QCR revised its non-binding proposal, and increased the implied valuation to $30.50 per share of Guaranty common stock with a mix of 20% cash and 80% of QCR common stock. The exchange ratio for stock portion of the consideration would be fixed at 0.4702 shares of QCR for each share of Guaranty common stock. The Guaranty Special Committee discussed the

terms of each proposal, and there was unanimous agreement that the QCR proposal was superior to that of Bidder 2 and the prospects of a transaction with Bidder 1 given the upfront valuation, cash/stock election, available information regarding projected future growth and high level of interest (and consequent increased certainty of closing). After extensive discussions, Guaranty’s board of directors, by unanimous vote of the directors present, determined it would be fair, advisable, and in the best interests of the Guaranty stockholders to enter into a non-binding letter of intent with QCR, granting a 60-day exclusivity period as required by QCR, and to proceed with additional discussions, diligence, evaluations, and negotiations with respect to the proposed strategic transaction between Guaranty and QCR. On September 1, 2021, the closing price for Guaranty’s common stock was $24.37 per share.

the anticipated pro forma impact of the merger on QCR, including potential synergies, and the expected impact on financial metrics such as earnings and tangible common equity per share, as well as on regulatory capital levels;

the cash component of the merger consideration offers Guaranty stockholders the opportunity to realize cash for the value of their shares with immediate certainty of value;

the stock component of the merger consideration offers Guaranty stockholders the opportunity to participate as stockholders of QCR in the future performance of the combined company;

the historical performance of each of Guaranty’s common stock and QCR’s common stock and the dividend paid for each;

the fact that upon completion of the merger Guaranty stockholders will own approximately [•]% of the outstanding shares of the combined company;

the more active trading market in QCR common stock would give Guaranty stockholders greater liquidity for their investment;

the benefits to Guaranty and its customers of operating as a larger organization, including enhancements in products and services, higher lending limits, and greater financial resources;

the increasing importance of operational scale and financial resources in maintaining efficiency and remaining competitive over the long term and in being able to capitalize on technological developments that significantly impact industry competitive conditions;

the expected social and economic impact of the merger on the constituencies served by Guaranty, including its borrowers, customers, depositors, employees, and communities;

The Guaranty 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:

The foregoing discussion of the information and factors considered by the Guaranty board of directors is not intended to be exhaustive, but includes the material factors considered by the Guaranty board of directors. In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, the Guaranty 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 Guaranty board of directors considered all these factors as a whole, including through its discussions with, and questioning of Guaranty’s management and Guaranty’s outside financial and legal advisors, and overall considered the factors to be favorable to, and to support, its determination.

This summary of the reasoning of Guaranty’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.”

Guaranty engaged KBW to render financial advisory and investment banking services to Guaranty, including an opinion to the Guaranty board of directors as to the fairness, from a financial point of view, to the common stockholders of Guaranty of the merger consideration in the proposed merger. Guaranty selected KBW because KBW is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger. As part of its investment banking business, KBW is continually engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.

As part of its engagement, representatives of KBW attended the meeting of the Guaranty board of directors held on November 5, 2021, at which the Guaranty board of directors evaluated the proposed merger. At this meeting, KBW reviewed the financial aspects of the proposed merger and rendered to the Guaranty board an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in its opinion, the merger consideration in the proposed merger was fair, from a financial point of view, to the holders of Guaranty common stock.

KBW’s opinion was reviewed and approved by KBW’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

a draft of the merger agreement dated November 5, 2021 (the most recent draft then made available to KBW);

the audited financial statements and Annual Reports on Form 10-K for the three fiscal years ended December 31, 2020 of Guaranty;

the unaudited quarterly financial statements and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021 of Guaranty;

certain unaudited financial results for the quarter ended September 30, 2021 of Guaranty (contained in the Current Report on Form 8-K filed by Guaranty with the SEC on October 21, 2021);

the audited financial statements and Annual Reports on Form 10-K for the three fiscal years ended December 31, 2020 of QCR;

the unaudited quarterly financial statements and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021 of QCR;

certain unaudited financial results for the quarter ended September 30, 2021 of QCR (contained in the Current Report on Form 8-K filed by QCR with the SEC on October 27, 2021);

certain regulatory filings of Guaranty and QCR and their respective subsidiaries, including, as applicable, the quarterly reports on Form FR Y-9C or FR Y-9SP and call reports filed with respect to each quarter during the three-year period ended December 31, 2020 as well as the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021;

certain other interim reports and other communications of Guaranty and QCR to their respective stockholders; and

other financial information concerning the businesses and operations of Guaranty and QCR furnished to KBW by Guaranty and QCR or which KBW was otherwise directed to use for purposes of KBW’s analyses.

the historical and current financial position and results of operations of Guaranty and QCR;

the assets and liabilities of Guaranty and QCR;

the nature and terms of certain other merger transactions and business combinations in the banking industry;

a comparison of certain financial and stock market information for Guaranty and QCR with similar information for certain other companies the securities of which were publicly traded;

financial and operating forecasts and projections of Guaranty that were prepared by Guaranty management, provided to and discussed with KBW by such management, and used and relied upon by KBW at the direction of such management and with the consent of the Guaranty board of directors;

estimates regarding certain pro forma financial effects of the merger on QCR (including, without limitation, the cost savings and related expenses expected to result or be derived from the merger) that were prepared by QCR management, provided to and discussed with KBW by such management, and used and relied upon by KBW based on such discussions, at the direction of Guaranty management and with the consent of the Guaranty board of directors.

that the merger and any related transactions (including, without limitation the bank merger) would be completed substantially in accordance with the terms set forth in the merger agreement (the final terms of which KBW assumed would not differ in any respect material to KBW’s analyses from the draft reviewed by KBW and referred to above) with no adjustments to the merger consideration (including the allocation between cash and stock) and with no other consideration or payments in respect of Guaranty common stock;

that the representations and warranties of each party in the merger agreement and in all related documents and instruments referred to in the merger agreement were true and correct;

that each party to the merger agreement and all related documents would perform all of the covenants and agreements required to be performed by such party under such documents;

that there were no factors that would delay or subject to any adverse conditions, any necessary regulatory or governmental approval for the merger or any related transactions and that all conditions to the completion of the merger and any related transactions would be satisfied without any waivers or modifications to the merger agreement or any of the related documents; and

that in the course of obtaining the necessary regulatory, contractual, or other consents or approvals for the merger and any related transactions, no restrictions, including any divestiture requirements, termination or other payments or amendments or modifications, would be imposed that would have a material adverse effect on the future results of operations or financial condition of Guaranty, QCR or the pro forma entity, or the contemplated benefits of the merger, including without limitation the cost savings and related expenses expected to result or be derived from the merger.

through the date of such opinion. There has been widespread disruption, extraordinary uncertainty and unusual volatility arising from the effects of the COVID-19 pandemic, including the effect of evolving governmental interventions and non-interventions. Developments subsequent to the date of KBW’s opinion may have affected, and may affect, the conclusion reached in KBW’s opinion and KBW did not and does not have an obligation to update, revise or reaffirm its opinion. KBW’s opinion did not address, and KBW expressed no view or opinion with respect to:

Price per common share to tangible book value per share of the acquired company (in the case of selected transactions involving a private acquired company, this transaction statistic was calculated as total transaction consideration divided by total tangible common equity);

Pay to Trade ratio (calculated as the price to tangible book value multiple paid in the respective transaction divided by the acquiror’s standalone closing stock price to tangible book value multiple in the 14 selected transactions which involved public acquirors and in which cash consideration was less than 50%);

Tangible equity premium to core deposits (total deposits less time deposits greater than $100,000) of the acquired company, referred to as core deposit premium.

KBW also reviewed the price per common share paid for the acquired company for the 13 selected transactions involving publicly traded acquired companies as a premium/(discount) to the closing price of the acquired company one day prior to the announcement of the acquisition (expressed as a percentage and referred to as the one day market premium). The resulting transaction multiples and premiums for the selected transactions were compared with the corresponding transaction multiples and premiums for the proposed merger based on the implied transaction value for the merger of $34.05 per share of Guaranty common stock and using historical financial information for Guaranty as of or for the 12 months ended September 30, 2021 and the closing price of Guaranty common stock on November 4, 2021.

The dividend discount model analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, and discount rates. The foregoing dividend discount model analysis did not purport to be indicative of the actual values or expected values of Guaranty.

The dividend discount model analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, and discount rates. The foregoing dividend discount model analysis did not purport to be indicative of the actual values or expected values of QCR or the pro forma combined company.

Pursuant to the KBW engagement agreement, Guaranty agreed to pay KBW a total cash fee equal to 1.35% of the aggregate merger consideration, $500,000 of which became payable to KBW with the rendering of its opinion, and the balance of which is contingent upon the closing of the merger. Guaranty also agreed to reimburse KBW for reasonable out-of-pocket expenses and disbursements incurred in connection with its retention and to indemnify KBW against certain liabilities relating to or arising out of KBW’s engagement or KBW’s role in connection therewith. Other than in connection with the present engagement, KBW did not provide investment banking or financial advisory services to Guaranty during the two years preceding the date of its opinion. During the two years preceding the date of its opinion, KBW did not provide investment banking or financial advisory services to QCR. However, KBW acted as sole book-running manager in connection with QCR’s February 2019 offering of fixed-to-floating rate subordinated notes and received a fee (including underwriting discount) of approximately $1 million from QCR. KBW may in the future provide investment banking and financial advisory services to Guaranty or QCR and receive compensation for such services.

Neither Guaranty’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

The Guaranty projections, which were prepared by management of Guaranty, were prepared solely for internal use and are subjective in many respects. The Guaranty projections reflect numerous estimates and assumptions made with respect to business, economic, market, competition, regulatory and financial conditions and matters specific to the business of Guaranty, all of which are difficult to predict and many

Furthermore, the Guaranty projections do not take into account any circumstances or events occurring after the date they were prepared. Guaranty can give no assurance that, had the Guaranty projections been prepared as of the date of this proxy statement/prospectus, similar estimates and assumptions would be used. Neither QCR nor Guaranty intends to, and each disclaims any obligation to, make publicly available any update or other revision to the Guaranty projections to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect changes in general economic or industry conditions. The Guaranty projections do not give effect to the impact of negotiating or executing the merger agreement, the expenses that may be incurred in connection with consummating the merger, the effect of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect on Guaranty of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the merger. Further, the Guaranty projections do not take into account the effect of any possible failure of the merger to occur. None of Guaranty, QCR or their respective affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any stockholder of Guaranty or QCR, or any other person, regarding QCR’s ultimate actual performance compared to the information contained in the Guaranty projections or that projected results will be achieved.

In light of the foregoing, and considering that the Guaranty special meeting will be held several months after the Guaranty projections were prepared, as well as the uncertainties inherent in any forecasted information, stockholders of Guaranty are cautioned not to place unwarranted reliance on such information in connection with their consideration of 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:

its review and discussions with QCR’s management and Barack Ferrazzano, QCR’s legal counsel, concerning the due diligence investigation of Guaranty;

management’s expectation that QCR will retain its strong capital position upon completion of the transaction;

the opportunity to build a greater recognition and awareness of the QCR brand;

the terms of the merger agreement, including the expected tax treatment and termination fee provisions, which it reviewed with Barack Ferrazzano;

the potential risk of diverting management attention and resources from the operation of QCR’s business and towards the completion of the merger;

the potential risks associated with achieving anticipated cost synergies and savings and successfully integrating Guaranty’s business, operations and workforce with those of QCR; and

the likelihood that the merger will be approved by the relevant bank regulatory authorities without undue burden and in a timely manner.

If a partnership (or other entity that is taxed as a partnership for federal income tax purposes) holds Guaranty 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 Sidley have delivered opinions, dated January 6, 2022, 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) Guaranty 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 Guaranty’s stockholders upon receipt of QCR common stock in exchange for their shares of Guaranty 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 Guaranty’s obligation to complete the merger that Guaranty receive an opinion from Sidley, dated the closing date of the merger, to the same effect as the opinions described in the preceding sentence. This condition is waivable, and Guaranty undertakes to recirculate and resolicit if this condition is waived and the change in tax consequences is material. These opinions are and will be based upon representation letters provided by QCR and Guaranty and upon customary factual assumptions. Neither QCR nor Guaranty 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 Guaranty. 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.

The following discussion summarizes the material U.S. federal income tax consequences of the merger to U.S. holders.

For purposes of this calculation, 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 QCR common stock to be issued to the stockholder. If a U.S. holder acquired different blocks of Guaranty common stock at different times or different prices, such U.S. holder should consult its tax advisor regarding the manner in which gain or loss should be determined.

Generally, a U.S. holder’s aggregate tax basis in the QCR common stock received by such U.S. holder in the merger in exchange for its Guaranty common stock, including any fractional shares deemed received by the U.S. holder under the treatment discussed below in “— Cash in Lieu of Fractional Shares of QCR Common Stock,” will equal such U.S. holder’s aggregate tax basis in the Guaranty common stock surrendered in the merger, increased by the amount of taxable gain or dividend income (see below), if any, recognized by such U.S. holder in the merger (other than with respect to cash received in lieu of fractional shares of QCR common stock), and decreased by the amount of cash, if any, received by such U.S. holder in the merger (other than cash received in lieu of fractional shares of QCR common stock). The holding period for the shares of QCR common stock received in the merger, including any fractional shares deemed received by the U.S. holder under the treatment discussed below in “— Cash in Lieu of Fractional Shares of QCR Common Stock,” generally will include the holding period for the shares of Guaranty common stock exchanged therefor.

Any capital gain generally will be long-term capital gain if the U.S. holder held the shares of Guaranty 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 Guaranty 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 Guaranty 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.

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

Pursuant to their respective agreements, annual base salaries will be $230,000, $198,790 and $225,000 for Mr. Burke. Ms. Biser and Mr. Dunn, respectively. and each will have the opportunity to earn a performance-based annual cash bonus. No amount of annual cash bonus is guaranteed under the employment agreements. 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

Under their employment agreements, if any of the executives has their employment terminated by QCR without cause or if they resign 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, Guaranty Bank and their affiliates. The severance amount will be equal to 100% (200% for Mr. Burke) the sum of the executive’s annual base salary and the average of their 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 Guaranty 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 12 months at the same cost as would apply to an active employee of QCR or Guaranty 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 Guaranty 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.

The 2015 Plan provides Guaranty with the ability to grant incentive stock options, which are subject to the requirements of Section 422 of the Internal Revenue Code, and nonqualified stock options, in addition to full value stock awards, such as restricted stock, restricted stock units, performance stock units, etc.

Under the merger agreement, immediately prior to the effective time of the merger, each award of restricted stock, restricted stock unit, performance stock unit, deferred stock unit, or other full value stock award granted under the 2015 Plan outstanding immediately prior to the effective time, shall vest in accordance with the terms of the 2015 Plan and applicable award agreement, based on Guaranty’s actual performance through the effective time of the merger. All Guaranty common stock received upon such vesting shall be treated as non-electing shares under the merger agreement. It is estimated that immediately prior to the effective time Mr. Burke, Mr. Peters, Mr. Dunn and Ms. Biser will become vested in 8,193, 4,552, 4,688 and 4,141 shares of Guaranty common stock, respectively.

The shares of QCR common stock to be issued in connection with the merger will be registered under 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.

If you are the holder of record of one or more shares of Guaranty common stock, you are entitled to appraisal rights under Delaware law and have the right to dissent from the merger, have your shares appraised by the Delaware Court of Chancery and receive the “fair value” of such shares (exclusive of any element of value arising from the accomplishment or expectation of the merger) as of the completion of the merger in place of the merger consideration, as determined by the court, if you strictly comply with the procedures specified in Section 262 of the DGCL. Any such Guaranty stockholder awarded “fair value” for such stockholder’s shares by the Delaware Chancery Court would receive payment of that fair value in cash, together with interest, if any, in lieu of the right to receive the merger consideration, and accordingly, such stockholder awarded “fair value” for their shares would not receive any shares of QCR stock following the completion of the merger. Such fair value amount may differ from the value of the consideration that you would otherwise receive in the merger.

you must not vote in favor of the adoption of the merger agreement. Because a proxy that is signed and submitted but does not otherwise contain voting instructions will, unless revoked, be voted in favor of the adoption of the merger agreement, if you vote by proxy and wish to exercise your appraisal rights you must vote against the adoption of the merger agreement or abstain from voting your shares;

you must deliver to Guaranty a written demand for appraisal before the vote on the adoption of the merger agreement at the special meeting, and all demands for appraisal must reasonably inform Guaranty of your identity and your intention to demand appraisal of your shares;

you must continuously hold the shares from the date of making the demand through the effective date of the merger. You will lose your appraisal rights if you transfer the shares before the effective date of the merger; and

you or the surviving company must file a petition in the Delaware Court of Chancery requesting a determination of the fair value of the shares within 120 days after the effective date of the merger. The surviving company is under no obligation to file any such petition in the Delaware Court of Chancery

Voting, in person or by proxy, against, abstaining from voting on or failing to vote on the adoption of the merger agreement will not constitute a written demand for appraisal as required by Section 262 of the DGCL. The written demand for appraisal must be in addition to and separate from any proxy or vote.

Only a holder of record of shares of Guaranty common stock is entitled to demand appraisal rights for the shares registered in that holder’s name. Beneficial owners who do not also hold their shares of common stock of record may not directly make appraisal demands to Guaranty. The beneficial holder must, in such cases, have the owner of record, such as a bank, brokerage firm or other nominee, submit the required demand in respect of those shares of common stock of record. A record owner, such as a bank, brokerage firm or other nominee, who holds shares of Guaranty common stock as a nominee for others, may exercise his, her or its right of appraisal with respect to the shares of Guaranty common stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares of Guaranty common stock as to which appraisal is sought. Where no number of shares of Guaranty common stock is expressly mentioned, the demand will be presumed to cover all shares of Guaranty common stock held in the name of the record owner.