Alerus Financial (ALRS) executive details RSU vesting, new grant and tax withholding

Rhea-AI Filing Summary

Alerus Financial Corp executive Missy Keney reported equity compensation activity involving restricted stock units and common stock. On February 26, 2026, she exercised 2,349 restricted stock units, which converted into 2,349 shares of common stock at $0.00 per share, and received a new grant of 5,153 restricted stock units.

The filing shows a tax-withholding disposition of 608 shares of common stock at $25.45 per share to cover tax liabilities upon vesting. After these transactions, she directly held 10,206 common shares. Additional indirect holdings are reported through jointly held shares with her spouse and allocations in the Alerus Financial Corporation Employee Stock Ownership Plan in her spouse’s name.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Keney Missy

(Last) (First) (Middle)

401 DEMERS AVENUE

(Street)

GRAND FORKS ND 58201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ALERUS FINANCIAL CORP [ ALRS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Engagement Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/26/2026		M		2,349(1)	A	$0(2)	10,814(3)	D
Common Stock	02/26/2026		F		608(4)	D	$25.45	10,206(3)	D
Common Stock								3,566	I	By spouse
Common Stock								4,900.1629(5)	I	By the Alerus Financial Corporation Employee Stock Ownership Program
Common Stock								5,299.8914	I	By the Alerus Financial Corporation Employee Stock Ownership Program(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	02/26/2026		M			2,349	(1)	(1)	Common Stock	2,349(1)	$0	0	D
Restricted Stock Units	(2)	02/26/2026		A		5,153(7)		(8)	(8)	Common Stock	5,153	$0	5,153	D

Explanation of Responses:

1. On February 21, 2023, the reporting person was granted 2,097 performance-based restricted stock units, vesting upon Alerus Financial Corporation Compensation Committee certification of established total net income goals. The payout could be increased to 150% of target or reduced to 0% based on achievement of the applicable metric. The Alerus Financial Corporation Compensation Committee certified the payout at 112% and the performance-based restricted stock units vested on February 26, 2026.

2. Restricted stock units convert into common stock on a one-for-one basis.

3. Includes 3,738 shares held jointly with Ms. Keney's spouse.

4. Shares withheld upon vesting of restricted stock units for payment of tax liability.

5. Reflects ESOP allocations that have occurred since the date of the reporting person's last ownership report.

6. All shares are held by the Alerus Financial Corporation Employee Stock Ownership Plan in the name of Ms. Keney's spouse.

7. Includes 2,061 restricted stock units that have time-based vesting components. Includes 3,092 restricted stock units that have performance-based vesting components.

8. The time-based restricted stock units vest on February 26, 2029. The performance-based restricted stock units vest upon Alerus Financial Corporation Compensation Committee certification of certain relative cumulative EPS and ROE performance period goals, provided that such certification date occurs no later than March 15, 2029. The payout for performance-based restricted stock units could be increased to 150% of target or reduced to 0% based on achievement of the applicable metrics.

	/s/ Nicholas Brenckman, by power of attorney	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity transactions did Missy Keney report in Alerus Financial (ALRS) Form 4?

Missy Keney reported exercising 2,349 restricted stock units into 2,349 common shares and receiving a new grant of 5,153 restricted stock units. She also reported a 608-share tax-withholding disposition and updated direct and indirect common stock holdings.

How many Alerus Financial (ALRS) restricted stock units were granted to Missy Keney?

The Form 4 reports a grant of 5,153 restricted stock units to Missy Keney on February 26, 2026. These units are in addition to previously outstanding time-based and performance-based restricted stock units described in the footnotes.

What happened when Missy Keney’s Alerus (ALRS) performance-based RSUs vested?

Performance-based restricted stock units granted in 2023 vested on February 26, 2026, after payout certification at 112% of target. Upon vesting, 2,349 restricted stock units were exercised and converted into 2,349 shares of Alerus common stock on a one-for-one basis.

Why were 608 Alerus Financial (ALRS) shares disposed of in Missy Keney’s Form 4?

The 608-share disposition was reported under code F, meaning shares were withheld to pay tax liabilities upon vesting of restricted stock units. The withholding price was $25.45 per share, and this was not an open-market sale transaction.

What are Missy Keney’s direct Alerus Financial (ALRS) common stock holdings after the reported transactions?

After the February 26, 2026 transactions, Missy Keney directly held 10,206 shares of Alerus common stock. The filing also notes additional indirect holdings through jointly held shares with her spouse and allocations in the Employee Stock Ownership Plan.

How do Alerus (ALRS) restricted stock units convert into common stock for Missy Keney?

The footnotes state that restricted stock units convert into Alerus common stock on a one-for-one basis. Upon vesting and certification of performance or time-based conditions, each vested restricted stock unit becomes one share of common stock, subject to tax withholding.