SecProbe.io

August 9, 2024
Larry J. Helling
Chief Executive Officer and Director
QCR Holdings, Inc.
3551 Seventh Street
Moline, IL 61265
Re:QCR Holdings, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 8, 2024
File No. 000-22208
Dear Larry J. Helling:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comment(s).
            Please respond to this letter by providing the requested information  and/or confirming that
you will revise your future proxy disclosures in accordance with  the topics discussed below . If
you do not believe a comment applies to your facts and circumstances, please tell us why in your
response.
            After reviewing your response to this letter, we may have additional  comments.
Definitive Proxy Statement on Schedule 14A
Pay Versus Performance, page 44
1.Refer to footnote 7 of your pay versus performance table where you discuss your
Company-Selected Measure “Adjusted Earnings Per Share.” Disclosure required by Item
402(v) of Regulation S-K may not be incorporated by reference from other filings and
while Company-Selected Measure disclosure is not subject to Regulation G or Item 10(e)
of Regulation S-K, you must provide disclosure as to how the Company-Selected
Measure is calculated from your audited financial statements. Please confirm that, in
future filings, you will provide within the pay versus performance section of your proxy,
or by reference to another section of the proxy, disclosure regarding how the Company-
Selected Measure is calculated from your audited financial statements, as required by
Item 402(v)(2)(vi) of Regulation S-K.

August 9, 2024
Page 2
2.Refer to the graph titled “CAP vs. Adjusted EPS (non-GAAP)” on page 47. It appears that
your y-axis label “Net Income” may not reflect the data provided on the y-axis. Please
ensure that your charts are labeled to clearly reflect the data included therein.
             We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Charlotte Young at 202-551-3280 or Amanda Ravitz at 202-551-3412 with
any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program