Alerus (ALRS) CEO receives new RSU grant and withholds shares for tax

Rhea-AI Filing Summary

Alerus Financial Corp CEO Katie A. Lorenson reported equity compensation activity and related share movements. On February 26, 2026, she exercised 9,363 restricted stock units, converting them into the same number of common shares at no cash exercise price. She also received a new award of 19,022 restricted stock units, which include time-based and performance-based vesting components.

Following these transactions, her direct common stock holdings were 58,531 shares, with 19,022 restricted stock units outstanding, and an additional 6,640.4572 shares held indirectly through the Alerus Financial Corporation Employee Stock Ownership Program. A separate disposition of 2,866 common shares at $25.45 per share was made solely to cover tax liabilities upon vesting, rather than an open-market sale. Footnotes explain that performance-based units granted in 2023 vested at 112% of target after the Compensation Committee certified total net income results.

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^*

Lorenson Katie A

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		9,363(1)	A	$0(2)	61,397(3)	D
Common Stock	02/26/2026		F		2,866(4)	D	$25.45	58,531(3)	D
Common Stock								6,640.4572(5)	I	By the Alerus Financial Corporation Employee Stock Ownership Program

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			9,363	(1)	(1)	Common Stock	9,363(1)	$0	0	D
Restricted Stock Units	(2)	02/26/2026		A		19,022(6)		(7)	(7)	Common Stock	19,022	$0	19,022	D

Explanation of Responses:

1. On February 21, 2023, the reporting person was granted 8,359 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 3,263 shares of restricted stock and 11,626 shares held jointly with Ms. Lorenson'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. Includes 7,609 restricted stock units that have time-based vesting components. Includes 11,413 restricted stock units that have performance-based vesting components.

7. 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
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FAQ

What equity transactions did ALRS CEO Katie Lorenson report on this Form 4?

Katie Lorenson reported exercising 9,363 restricted stock units into common stock, receiving a new grant of 19,022 restricted stock units, and a separate tax-related disposition of 2,866 common shares. These movements reflect routine equity compensation activity rather than discretionary open-market trades.

How many Alerus Financial (ALRS) shares does the CEO own after these transactions?

After the reported transactions, Katie Lorenson directly holds 58,531 shares of Alerus common stock, plus 19,022 restricted stock units. She also has an indirect interest in 6,640.4572 shares through the Alerus Financial Corporation Employee Stock Ownership Program, reflecting ongoing equity-based compensation and benefit allocations.

Was the CEO’s share disposition in ALRS an open-market sale?

No. The Form 4 shows a disposition of 2,866 common shares at $25.45 per share coded as “F,” indicating shares were withheld to satisfy tax liabilities upon vesting of restricted stock units. This is a tax-withholding transaction, not a discretionary open-market sale by the CEO.

What performance-based RSUs vested for the ALRS CEO and at what payout level?

Performance-based restricted stock units granted in 2023, originally 8,359 units, vested on February 26, 2026. The Compensation Committee certified performance at 112% of the target total net income goal, leading to a payout above target, within a structure allowing 0% to 150% of target.

What future vesting conditions apply to the ALRS CEO’s new restricted stock units?

The new restricted stock units include 7,609 time-based units vesting on February 26, 2029, and 11,413 performance-based units. The performance-based units will vest only if the Compensation Committee certifies specified relative cumulative EPS and ROE goals by March 15, 2029, with payouts ranging from 0% to 150% of target.