QCR (QCRH) 424B3Prospectus supplement

NOTICE IS HEREBY GIVEN that Guaranty Federal Bancshares, Inc. (which we refer to as “Guaranty”) will hold a special meeting of stockholders on March 21, 2022 at 4:00 p.m., local time, at 2144 E. Republic Rd., Suite F200, Springfield, Missouri 65804. The purpose of the meeting is to consider and vote on the following matters:

Holders of record of Guaranty common stock at the close of business on January 25, 2022 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 a majority of the outstanding shares of Guaranty 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 Guaranty common stock represented in person or by proxy at the special meeting and entitled to vote.

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 Delaware law, if the merger is completed, Guaranty stockholders of record who do not vote to approve the merger agreement, and otherwise comply with the applicable provisions of Delaware law

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.”

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 January 26, 2022, and based on the 2,077,265 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 12% 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,

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 Guaranty 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 and material adverse effect standards set forth in the merger agreement), the performance by both parties of their covenants and agreements in all material respects, and the receipt by Guaranty of a legal opinion from its tax counsel. 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 prior to the completion of the merger, before or after stockholder approval, or QCR or Guaranty may elect to terminate the merger agreement in certain other circumstances.

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

If the merger agreement is terminated and Guaranty’s board of directors seeks another merger or business combination, Guaranty stockholders cannot be certain that Guaranty 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, Guaranty may be required to pay a termination fee to QCR.

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 market and economic conditions and other factors that may be beyond the control of Guaranty or QCR may

The record date for the Guaranty special meeting is January 25, 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 4,838,884 shares of Guaranty common stock outstanding and entitled to vote at the special meeting. The outstanding shares are held by approximately 1,342 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 2,196,326 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 compensation and

As of the record date for the special meeting, Guaranty’s directors and executive officers beneficially owned a total of 1,366,729 shares, or approximately 31% of the outstanding shares, of Guaranty 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 set forth in the voting and support agreements.

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 compensation or 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

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, Guaranty is seeking a non-binding, advisory shareholder approval of the compensation of Guaranty’s named executive officers that is based on or otherwise relates to the merger as disclosed in the section entitled “The Merger — Interests of Certain Persons in the Merger — Say-on-Pay” included elsewhere in this proxy statement/prospectus. The proposal gives holders of Guaranty common stock the opportunity to express their views on the merger-related compensation of Guaranty’s named executive officers.

“RESOLVED, that the compensation that will or may be paid or become payable to the Guaranty named executive officers, in connection with the merger, and the agreements or understandings pursuant to which such compensation will or may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in “The Merger — Interests of Certain Persons in the Merger — Say-on-Pay” are hereby APPROVED.”

The vote on the advisory compensation proposal is a vote separate and apart from the votes on the merger proposal and the adjournment proposal. Accordingly, if you are a holder of Guaranty common stock, you may vote to approve the merger proposal and/or the adjournment proposal and vote not to approve the compensation proposal, and vice versa. The approval of the compensation proposal by holders of Guaranty common stock is not a condition to the completion of the merger. If the merger is completed, the merger-related compensation will be paid to Guaranty’s named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if holders of Guaranty common stock fail to approve the advisory vote regarding merger-related compensation.

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

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

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.

In connection with the opinion, KBW reviewed, analyzed and relied upon material bearing upon the financial and operating condition of Guaranty and QCR and bearing upon the merger, including, among other things:

KBW’s consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following:

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:

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.

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.

Mr. Griesemer, age 53, is the President and Chief Executive Officer of Erlen Group since 2017 and a member of the board of directors of the Erlen Group since 1993. The Erlen Group is a privately-held family of industrial companies, including Springfield Underground, Westside Stone, and Joplin Stone. Mr. Griesemer holds a B.S. degree in Industrial Management and Engineering from Purdue University. He is the past Chairman and current member of the Board of Mercy Springfield Communities, member of the Springfield Catholic Schools Board and a member of the Board of the National Stone Sand and Gravel Association. He is a past Member of the Board of the Missouri Limestone Producers Association, Catholic Campus Ministries, Junior Achievement of the Ozarks and Ozark Technical Community College Foundation.

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 contribution from QCR or Guaranty Bank. The matching contribution has an annual maximum limit of $10,000. Further, each of the executives will be eligible to participate in the compensation and benefit plans, programs and arrangements sponsored and maintained by QCR and Guaranty 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 Guaranty Bank.

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 (i) the greater of the executives’s then-current base salary, or the executive’s annual base salary as of the date one day prior to a change in control and (ii) 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 12 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, Ms.Biser and Mr.Dunn will become vested in 8,193, 4,552, 4,141 and 4,688 shares of Guaranty common stock, respectively.

The information below is intended to comply with Item 402(t) of Regulation S-K, which requires the disclosure of information regarding compensation related to the merger payable to Guaranty’s named executive officers, sometimes referred to as “golden parachute” compensation. The merger-related compensation payable to these individuals is subject to a non-binding advisory vote of Guaranty’s stockholders, as described above in “The Guaranty Proposals — Proposal 2 — Compensation Proposal.” Guaranty’s named executive officers for purposes of this disclosure are Mr. Burke, Mr. Peters, Ms. Biser, and Mr. Dunn. The estimated value of the payments and benefits that the Guaranty named executive officers may receive in connection with the merger is quantified in the table below, which amounts have been calculated based on the following estimates and assumptions, in addition to those described in the footnotes to the table:

The amounts below do not include compensation and benefits that are provided to the employees of Guaranty or generally. The amounts below do not reflect any possible reduction pursuant to the 280G cutback provisions described above in the “Existing Employment Agreements” section. Additionally, the values provided in the table are estimates and would need to be verified and re-calculated upon the actual occurrence of a change in control and termination.

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.