Note 16. Stock-Based Compensation

The Company’s board of directors adopted in February 2013, and its stockholders approved in May 2013, the QCR Holdings, Inc. 2013 Equity Incentive Plan (“2013 Equity Incentive Plan”). The Company’s board of directors adopted in February 2016, and its stockholders approved in May 2016, the QCR Holdings, Inc. 2016 Equity Incentive Plan (“2016 Equity Incentive Plan”). The Company’s board of directors adopted in February 2024, and its stockholders approved in May 2024, the QCR Holdings, Inc. 2024 Equity Incentive Plan (“2024 Equity Incentive Plan”). Up to 350,000, 350,000, 400,000 and 600,000 shares of common stock, respectively, may be issued to employees and directors of the Company and its subsidiaries pursuant to equity incentive awards granted under these plans.

The 2010 Equity Incentive Plan, the 2013 Equity Incentive Plan,  the 2016 Equity Incentive Plan and the 2024 Equity Incentive Plan (collectively, the “Equity Plans”) are administered by the Compensation Committee of the board of directors (the “Committee”). As of December 31, 2025, there were 575,123 remaining shares of common stock available for the grant of future awards under the Equity Plans; however, such future awards may be granted only under the 2024 Equity Incentive Plan.

The number and exercise price of options granted under the Equity Plans are determined by the Committee at the time the option is granted. In no event can the exercise price be less than the value of the common stock at the date of the grant for stock options. All options have a 10-year life and will vest and become exercisable from 3-to-7 years after the date of the grant. The value of restricted stock awards is estimated by using the market price of the Company’s common stock at the date of grant.

Note 16. Stock-Based Compensation (continued)

Stock-based compensation expense was reflected in the Consolidated Financial Statements as follows for the years ended December 31, 2025, 2024, and 2023.

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

(dollars in thousands)

Stock options

$

461

$

358

$

286

Restricted stock awards and restricted stock units

2,358

2,128

2,084

Stock purchase plan

 

412

 

339

 

308

$

3,231

$

2,825

$

2,678

Stock options:

A summary of the stock option plans as of December 31, 2025, 2024, and 2023 and changes during the years then ended is presented below:

December 31, 

2025

2024

2023

Weighted

Weighted

Weighted

Average

Average

Average

Exercise

Exercise

Exercise

  ​ ​ ​

Shares

  ​ ​ ​

Price

  ​ ​ ​

Shares

  ​ ​ ​

Price

  ​ ​ ​

Shares

  ​ ​ ​

Price

Outstanding, beginning

220,846

$

39.70

290,149

$

32.11

346,678

$

27.60

Granted

 

29,900

 

75.04

 

29,900

 

56.79

 

25,000

 

53.31

Exercised

 

(49,696)

 

24.54

 

(95,724)

 

22.05

 

(81,354)

 

19.45

Forfeited

 

(587)

 

30.01

 

(3,479)

 

39.01

 

(175)

 

15.65

Outstanding, ending

 

200,463

 

48.76

 

220,846

 

39.70

 

290,149

 

32.11

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Exercisable, ending

 

139,969

 

  ​

 

158,911

 

  ​

 

233,967

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Weighted average fair value per option granted

$

26.24

 

  ​

$

18.61

 

  ​

$

16.36

 

  ​

A further summary of options outstanding as of December 31, 2025 is presented below:

Options Outstanding

Weighted

Options Exercisable

Average

Weighted

Weighted

Remaining

Average

Average

Range of

Number

Contractual

Exercise

Number

Exercise

Exercise Prices

  ​ ​ ​

Outstanding

  ​ ​ ​

Life

  ​ ​ ​

Price

  ​ ​ ​

Exercisable

  ​ ​ ​

Price

$22.64 to $36.00

38,911

1.04

$

26.77

38,911

$

26.77

$40.00 to $42.75

 

26,583

 

2.64

 

41.41

 

26,583

 

41.41

$43.61 to $48.50

 

35,415

 

3.40

 

44.23

 

35,390

 

44.23

$53.31 to $53.87

 

41,429

 

6.71

 

53.57

 

24,305

 

53.64

$56.26 to $56.79

 

28,225

 

8.17

 

56.79

 

6,780

 

56.79

$75.04 to $75.04

 

29,900

 

9.18

 

75.04

 

 

 

200,463

 

  ​

 

  ​

 

131,969

 

  ​

 

 

  ​

Note 16. Stock-Based Compensation (continued)

Restricted stock and unit awards:

A summary of changes in the Company’s nonvested restricted stock, restricted stock unit and performance stock unit awards as of December 31, 2025, 2024 and 2023 is presented below:

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

Outstanding, beginning

67,624

88,178

84,115

Granted*

 

36,350

 

28,211

 

51,157

Released

 

(36,370)

 

(43,468)

 

(43,331)

Forfeited

 

(1,091)

 

(5,297)

 

(3,763)

Outstanding, ending

66,513

67,624

88,178

Weighted average fair value per share granted

$

72.85

$

58.01

$

51.64

*  At December 31, 2025, included 0 shares of restricted stock awards and 60,572 restricted stock units.

At December 31, 2024, included 1,500 shares of restricted stock awards and 64,620 restricted stock units.

At December 31, 2023, included 4,500 shares of restricted stock awards and 80,820 restricted stock units.

The total grant value of restricted stock, restricted stock unit and performance share unit awards that were released during the years ended December 31, 2025, 2024 and 2023 was $2.8 million, $2.6 million and $2.2 million, respectively.

Employee stock purchase plan:

On May 19, 2022, the Company’s stockholders approved the QCR Holdings, Inc. 2022 Stock Purchase Plan (the “2022 Purchase Plan”).  The 2022 Purchase Plan has an effective date of July 1, 2022 and a share reserve equal to 350,000 shares plus the shares remaining under the QCR Holdings, Inc. Amended and Restated Employee Stock Purchase Plan immediately prior to its termination on July 1, 2022. As of January 1, 2025, there were 317,068 shares of common stock available for issuance under the 2022 Purchase Plan. For each six-month offering period, the board of directors will determine how many of the total number of available shares will be offered. The purchase price is the lesser of 85% or the fair market value at the date of the grant or the investment date. The investment date, as established by the board of directors, is the date common stock is purchased after the end of each calendar quarter during an offering period. The maximum dollar amount any one participant can elect to contribute in a year is $21,250.

Additionally, the maximum percentage that any one participant can elect to contribute is 15% of his or her compensation for the years ended December 31, 2025, 2024 and 2023.  Information for the stock purchase plan for the years ended December 31, 2025, 2024 and 2023 is presented below:

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

Shares granted

 

25,891

 

28,746

 

36,964

Shares purchased

 

26,683

 

31,069

 

35,058

Weighted average fair value per share granted

$

15.94

$

11.85

$

8.35

Historical Timeline

Fiscal YearFiled
2025Feb 27, 2026Showing above
2024Feb 28, 2025
2023Feb 29, 2024
2022Mar 1, 2023

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.