QCR HOLDINGS INC Stock Compensation Disclosure
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 Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Mar 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.