Alerus Financial (ALRS) CFO adds RSU grant and more common stock

Rhea-AI Filing Summary

Alerus Financial Corp EVP & Chief Financial Officer Alan Villalon reported equity compensation activity involving restricted stock units and common shares. On February 26, 2026, he exercised 3,217 restricted stock units, which converted into 3,217 shares of common stock at a price of $0.00 per share, leaving him with 15,719 directly held common shares.

He also received a new direct grant of 7,246 restricted stock units. Footnotes explain that these include 2,898 time-based units and 4,348 performance-based units. The time-based units vest on February 26, 2029, while the performance-based units vest upon Compensation Committee certification of relative cumulative EPS and ROE goals, with payout ranging from 0% to 150% of target if certified no later than March 15, 2029.

A prior grant of 2,872 performance-based restricted stock units from February 21, 2023 vested after the Compensation Committee certified total net income goals at a 112% payout. In addition, Villalon has an indirect interest in 775.3659 common shares through the Alerus Financial Corporation Employee Stock Ownership Program, reflecting ESOP allocations since his last ownership report.

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^*

Villalon Alan

(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)
	EVP & Chief Financial 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		3,217(1)	A	$0(2)	15,719	D
Common Stock								775.3659(3)	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			3,217	(1)	(1)	Common Stock	3,217(1)	$0	0	D
Restricted Stock Units	(2)	02/26/2026		A		7,246(4)		(5)	(5)	Common Stock	7,246	$0	7,246	D

Explanation of Responses:

1. On February 21, 2023, the reporting person was granted 2,872 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. Reflects ESOP allocations that have occurred since the date of the reporting person's last ownership report.

4. Includes 2,898 restricted stock units that have time-based vesting components. Includes 4,348 restricted stock units that have performance-based vesting components.

5. 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 insider transactions did Alerus Financial (ALRS) CFO Alan Villalon report?

Alan Villalon reported equity compensation activity, including exercising 3,217 restricted stock units into common stock at $0.00 per share and receiving 7,246 new restricted stock units, plus updated indirect holdings through the Alerus Financial Corporation Employee Stock Ownership Program.

How many new restricted stock units did the Alerus (ALRS) CFO receive?

Alan Villalon received a grant of 7,246 restricted stock units. Footnotes state this includes 2,898 time-based units and 4,348 performance-based units, creating a mix of guaranteed time-based vesting and performance-contingent awards tied to future EPS and ROE goals.

When do the newly granted Alerus (ALRS) restricted stock units vest?

The time-based restricted stock units vest on February 26, 2029. The performance-based restricted stock units vest after Compensation Committee certification of relative cumulative EPS and ROE goals, provided certification occurs by March 15, 2029, with payout potentially ranging from 0% to 150% of target.

What performance outcome affected the Alerus (ALRS) CFO’s 2023 performance RSUs?

A February 21, 2023 grant of 2,872 performance-based restricted stock units vested after the Compensation Committee certified total net income results at 112% of target. This certification determined the payout level applied to that award when it vested on February 26, 2026.

How many Alerus (ALRS) common shares does the CFO hold directly and indirectly?

After the reported transactions, Alan Villalon directly owns 15,719 shares of Alerus common stock. He also has an indirect interest in 775.3659 common shares through the Alerus Financial Corporation Employee Stock Ownership Program, reflecting ESOP allocations since his previous ownership report.

How did restricted stock units convert to Alerus (ALRS) common stock in this filing?

3,217 restricted stock units converted into 3,217 shares of Alerus common stock on February 26, 2026, at $0.00 per share. A footnote clarifies that restricted stock units convert into common stock on a one-for-one basis, aligning the unit count directly with the resulting shares.