alrs20251215_def14a.htm

April 1, 2026

Notice of Annual
Meeting of Stockholders

401 Demers Avenue
Grand Forks, North Dakota 58201

TIME & DATE

RECORD DATE

Thursday, May 14, 2026

1:30 p.m., Central Time

Virtually at

https://edge.media-server.com/mmc/p/52pjzmgx

Monday, March 16, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a‑101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934


Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a‑12

ALERUS FINANCIAL CORPORATION
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Alerus Financial Corporation (the “Company”) will be conducted through virtual means only via live webcast. The annual meeting will take place on Thursday, May 14, 2026, at 1:30 p.m., Central Time.

At the annual meeting, stockholders will be asked to:

	1		2		3		4


Elect the nine director nominees named in the accompanying proxy statement to serve on the board of directors of the Company,		Approve, on a non-binding advisory basis, the compensation paid to our named executive officers,		Ratify the appointment of RSM US LLP as the registered independent public accounting firm for the Company for the fiscal year ending December 31, 2026, and		Transact such other business as may properly be brought before the annual meeting or any adjournments or postponements of the meeting.

Only stockholders of record as of the close of business on March 16, 2026, will be entitled to notice of, and to vote at, the annual meeting. If there are an insufficient number of votes for a quorum, the meeting may be adjourned or postponed to permit us to continue to solicit proxies.

We are using the Securities and Exchange Commission rule that allows us to furnish our Proxy Statement, Annual Report on Form 10‑K for the year ended December 31, 2025, and proxy card to stockholders over the internet. This means our stockholders will receive only a notice containing instructions on how to access proxy materials over the internet. This Proxy Statement, our Annual Report on Form 10-K for the year ended December 31, 2025, and the proxy card are available at investors.alerus.com and http://www.astproxyportal.com/ast/19579/. If you receive the notice but would still like to request paper copies of the proxy materials, please follow the instructions on the notice. By delivering proxy materials electronically to our stockholders, we can reduce the costs of printing and mailing our proxy materials. This notice is first being mailed to stockholders, and we intend to provide access to the proxy materials to the stockholders of record, beginning on or about April 1, 2026.

Stockholders can participate in and vote during the annual meeting by visiting https://edge.media-server.com/mmc/p/52pjzmgx and entering (i) passcode: alerus2026; and (ii) the unique 11-digit control number found on the proxy card distributed to each stockholder entitled to vote as of the close of business on the record date. Stockholders may also ask questions during the annual meeting by following the instructions available on the meeting website.

Grand Forks, North Dakota

April 1, 2026

By Order of the Board of Directors

Katie A. Lorenson

President and Chief Executive Officer

YOUR VOTE IS VERY IMPORTANT. PLEASE EXERCISE YOUR STOCKHOLDER RIGHT TO VOTE, REGARDLESS OF
WHETHER YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING.


	Table of Contents
	Questions and Answers	3
	Proposal 1 — Election of Directors	7
	Corporate Governance and the Board of Directors	13
	Compensation Discussion and Analysis	21
	Compensation Committee Report	29
	Executive Compensation	30
	CEO Pay Ratio	34
	Pay Versus Performance	35
	Security Ownership of Certain Beneficial Owners	38
	Certain Relationships and Related Party Transactions	40
	Proposal 2 — Non-binding Advisory Vote on Executive Officer Compensation	41
	Proposal 3 — Ratification of the Appointment of RSM US LLP as our Independent Registered Public Accounting Firm	42
	Audit Committee Report	44

ALERUS FINANCIAL CORPORATION

PROXY STATEMENT

Annual Meeting of Stockholders

May 14, 2026

This proxy statement (this “Proxy Statement”) is furnished in connection with the solicitation by the board of directors (the “Board”) of Alerus Financial Corporation (the “Company”) of proxies to be voted at the annual meeting of stockholders (the “Annual Meeting”) to be held through virtual means only via live webcast on Thursday, May 14, 2026, at 1:30 p.m., Central Time, and at any adjournments or postponements of the Annual Meeting. A complete list of the stockholders entitled to vote at the Annual Meeting will be available for inspection upon request of any stockholder, for a purpose germane to the Annual Meeting, at the Company’s principal executive offices, located at 401 Demers Avenue, Grand Forks, North Dakota 58201, for the ten days prior to the meeting, during ordinary business hours, and also during the Annual Meeting. We are holding the Annual Meeting virtually only. As always, we encourage you to vote your shares prior to the Annual Meeting.

The Company is a Delaware corporation headquartered in Grand Forks, North Dakota. The Company is a registered financial holding company, which owns all the issued and outstanding capital stock of Alerus Financial, National Association, a national banking association with its main office also located in Grand Forks, North Dakota (the “Bank”).

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 14, 2026:

We are using the Securities and Exchange Commission (“SEC”) rule that allows us to furnish our Proxy Statement, Annual Report on Form 10-K for the year ended December 31, 2025, and proxy card to stockholders over the internet. This means our stockholders will receive only a notice containing instructions on how to access proxy materials over the internet. If you receive the notice but would still like to request paper copies of the proxy materials, please follow the instructions on the notice. This Proxy Statement and the accompanying proxy card are first being made available to stockholders on or about April 1, 2026.

Our Proxy Statement and Annual Report on Form 10‑K for the year ended December 31, 2025 are available online at investors.alerus.com and at http://www.astproxyportal.com/ast/19579/.

Questions and Answers

The following is information regarding the Annual Meeting and voting process, presented in a question and answer format.

Why did I receive a notice regarding the internet availability of proxy materials instead of paper copies of the proxy materials?

We are using the SEC’s notice and access rule that allows us to furnish our proxy materials over the internet to our stockholders instead of mailing paper copies of those materials to each stockholder. As a result, beginning on or about April 1, 2026, we sent our stockholders by mail a notice containing instructions on how to access our proxy materials over the internet and vote. This notice is not a proxy card and cannot be used to vote your shares. If you received a notice this year, you will not receive paper copies of the proxy materials unless you request paper copies of the proxy materials by following the instructions on the notice.

Why are we holding a virtual meeting instead of a physical meeting?

Our Board determined that it would be in the best interests of our stockholders for the Company to hold the Annual Meeting virtually only rather than in person. We believe that hosting a virtual meeting will enable more of our stockholders to attend the meeting because it will allow our stockholders to participate from any location with internet access. We will also reduce the cost of printing and mailing our proxy materials.

How do I virtually attend the Annual Meeting?

The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by live webcast. You are entitled to participate in the Annual Meeting only if you were a stockholder of record as of the close of business on the record date for the Annual Meeting, March 16, 2026 (the “Record Date”), or if you hold a valid proxy for the Annual Meeting. There is no physical location for the Annual Meeting. You will be able to attend the Annual Meeting online, vote and submit your questions during the meeting by visiting https://edge.media-server.com/mmc/p/52pjzmgx and entering (i) the passcode alerus2026; and (ii) the unique 11-digit control number found on the proxy card distributed to each stockholder as of the close of business on the Record Date. If you are not a stockholder of record but hold shares as a beneficial owner in street name, you should follow the instructions for attending the Annual Meeting provided by your broker or other fiduciary. If you do not comply with the procedures outlined above, you will not be admitted to the virtual Annual Meeting. Online check-in will start shortly before the meeting, which will begin promptly at 1:30 p.m., Central Time, on May 14, 2026. The virtual meeting platform is fully supported across major browsers (Microsoft Edge, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong internet connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log-in and ensure that they can hear streaming audio prior to the start of the meeting. A technical support number will be made available on the webpage during check-in for stockholders who experience technical difficulties accessing the virtual Annual Meeting. A complete list of the stockholders entitled to vote at the Annual Meeting will be made available for inspection by clicking the designated stockholder list link that will appear on your screen. The stockholder list may be accessed at any time during the meeting or any adjournment.

How do I ask questions at the Annual Meeting?

In order to submit a question at the Annual Meeting, you will need to log into https://edge.media-server.com/mmc/p/52pjzmgx and enter (i) the passcode: alerus2026; and (ii) the unique 11-digit control number found on the proxy card distributed to each record stockholder. If you would like to ask a question during the meeting, you can type your question in the “ask a question” text box that will appear on your screen and click “submit.” We encourage you to submit any questions as soon as possible to ensure your question is received.

Why did I receive access to this Proxy Statement and proxy card?

We have made the proxy materials available to you over the internet because, as of the close of business on the Record Date, you owned shares of the Company’s common stock, $1.00 par value per share (the “Common Stock”). This Proxy Statement describes the matters that will be presented for consideration by the stockholders at the Annual Meeting. It also gives you information concerning those matters to assist you in making an informed decision.

The Board is asking you to give us your proxy. Giving us your proxy means that you authorize another person or persons to vote your shares of Common Stock at the Annual Meeting in the manner you direct. If you vote using one of the methods described herein, you appoint the proxy holder as your representative at the meeting, who will vote your shares as you instruct, thereby assuring that your shares will be voted whether or not you attend the meeting. Even if you plan to attend the meeting, you should complete, sign and return your proxy card, or vote by internet or telephone, in advance of the meeting, just in case your plans change. If you have signed and returned the proxy card, or voted by internet or telephone, and an issue comes up for a vote at the meeting that is not identified in this Proxy Statement or on the proxy card, the proxy holder will vote your shares, pursuant to your proxy, in accordance with his or her judgment.

2026 Proxy Statement

What matters will be voted on at the Annual Meeting?

You are being asked to vote on: (1) the election of the nine director nominees named in this Proxy Statement to serve on the Board; (2) the approval, on a non-binding advisory basis, of the compensation paid to our named executive officers (the “say-on-pay proposal”); and (3) the ratification of the appointment of RSM US LLP (“RSM”) as our independent registered public accounting firm for the 2026 fiscal year.

What are the Board’s voting recommendations?

The Board recommends that you vote your shares “FOR” the election of each of the nine director nominees named in this Proxy Statement, “FOR” the advisory, non-binding “say-on-pay” proposal, and “FOR” the ratification of RSM as our independent registered public accounting firm for the 2026 fiscal year.

How do I vote?

Stockholders of Record. If you are a stockholder of record (that is, if your shares are registered in your own name with our transfer agent), you may vote using the proxy card. Voting instructions are provided on the proxy card contained in the proxy materials.

Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name (that is, if you hold your shares through a bank, broker or other holder of record), you must provide your voting instructions in accordance with the voting instruction form provided by your bank, broker or other holder of record, who will then vote your shares on your behalf. The availability of telephone or internet voting will depend upon your bank’s, broker’s, or other holder of record’s voting process.

Although you may vote by mail, we ask that you vote instead by internet or telephone, which saves us postage and processing costs. You may vote by telephone by calling the toll-free number specified on your proxy card or vote by internet by accessing the website specified on your proxy card and by following the preprinted instructions on the proxy card. Votes submitted by telephone or internet must be received by 11:59 p.m., Eastern Time, on Wednesday, May 13, 2026. The giving of a proxy by either of these methods will not affect your right to vote in person if you decide to attend the meeting.

You may also vote online during your attendance at the virtual Annual Meeting using the unique 11-digit control number found on the proxy card.

Please note that if your shares are held in the name of a broker or other fiduciary (i.e., in street name), you will need to follow the instructions provided by your broker or other fiduciary to vote your shares electronically during the virtual Annual Meeting. Even if you plan to attend the virtual Annual Meeting, you should complete, sign and return your proxy card, or vote by telephone or internet, in advance of the Annual Meeting just in case your plans change.

What happens if I do not give specific voting instructions?

Stockholders of Record. If you are a stockholder of record and you: (i) indicate when voting on the internet or by telephone that you wish to vote as recommended by the Board; or (ii) sign and return a proxy card without giving specific voting instructions, then the persons named as proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their judgment with respect to any other matters properly presented for a vote at the Annual Meeting.

Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the bank, broker or other holder of record that holds your shares with specific voting instructions, then, under applicable rules, the bank, broker or other holder of record that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the bank, broker or other holder of record that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that bank, broker or other holder of record will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non‑vote.”

At the meeting, the election of directors and the say-on-pay proposal are considered non-routine matters, while the ratification of the appointment of RSM as our independent registered public accounting firm is considered a routine matter. This means that, if you hold your shares in street name and do not instruct the bank, broker or other holder of record that holds your shares with specific voting instructions, then the bank broker or other holder of record that holds your shares will not have the authority to vote on the election of directors or the say-on-pay proposal, but will have the authority to vote on the ratification of the appointment of RSM as our independent registered public accounting firm.

2026 Proxy Statement

What should I do if some or all of my shares are held by the Company’s Employee Stock Ownership Plan?

If you hold shares of Common Stock as a participant in the Alerus Financial Corporation Employee Stock Ownership Plan (the “ESOP”), you will receive separate voting instructions from Alerus’ transfer agent, Equiniti Trust Company, LLC. If you do not vote your shares of Common Stock held as a participant in the ESOP pursuant to these separate voting instructions, the trustee of the ESOP (the “ESOP Trustee”) will vote such shares in a manner that is consistent with and proportionate to the voting instructions received from those ESOP participants and beneficiaries who did provide voting direction to the ESOP Trustee. If you have any questions regarding these procedures, you should contact the ESOP Trustee directly.

What if I change my mind after I return my proxy?

If you hold your shares in your own name, you may revoke your proxy and change your vote at any time before the polls close at the Annual Meeting. You may do this by:

■	signing another proxy card with a later date and returning that proxy card to Attn: EQ - Automated Scanning Team, 1110 Centre Point Curve, Suite 101, Mendota Heights, Minnesota 55120-4100;

■	timely submitting another proxy via telephone or internet; or

■	voting in person at the virtual Annual Meeting.

If you hold your shares in the name of your broker or the ESOP, and desire to change your vote, you will need to contact your broker or the ESOP Trustee to do so.

What is the quorum required to hold the Annual Meeting and conduct business?

The holders of shares of stock having a majority of the votes that could be cast by the holders of all outstanding shares of stock entitled to vote at the Annual Meeting as of the close of business on the Record Date must be present in person or by proxy at the Annual Meeting in order to hold the Annual Meeting and conduct business. Virtual attendance at the Annual Meeting constitutes presence “in person” for purposes of determining a quorum at the Annual Meeting. Shares are counted as present at the meeting if the stockholder either:

■	is present and votes in person at the meeting; or

■	has properly submitted a signed proxy card or other proxy, including voting by telephone or internet.

As of the close of business on the Record Date there were 25,560,231 shares of Common Stock issued and outstanding, which is the only class of voting stock of the Company outstanding. Therefore, at least 12,780,116 shares need to be represented in order to constitute a quorum. Broker non-votes will count for purposes of determining whether or not a quorum is present since a routine matter (the ratification of the appointment of RSM as our independent registered public accounting firm) is on the proxy ballot. Similarly, abstentions will be considered in determining the presence of a quorum. Only the holders of record of Common Stock as of the close of business on the Record Date are entitled to receive notice of the Annual Meeting and to vote on such matters as may come before the Annual Meeting. Each share of Common Stock is entitled to one vote per share.

What happens if a director nominee is unable to stand for election?

The Board may, by resolution, provide for a lesser number of directors or designate a substitute nominee. In the latter case, shares represented by proxies may be voted for a substitute nominee. You cannot vote for more than nine director nominees. The Board has no reason to believe that any nominee will be unable to stand for election.

How many votes may I cast?

You are entitled to cast one vote for each share of Common Stock you owned as of the close of business on the Record Date. The proxy card included with this Proxy Statement indicates the number of shares owned by an account attributable to you at such time. Stockholders do not have cumulative voting rights with respect to the election of directors.

What options do I have in voting on each of the proposals?

In the election of directors, you may vote “FOR” or “WITHHOLD AUTHORITY TO VOTE FOR” each nominee. There is no cumulative voting for the election of directors.

For the approval on a non-binding advisory basis of the say-on-pay proposal and the ratification of the appointment of RSM as our independent registered public accounting firm, you may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to such proposals.

2026 Proxy Statement

How many votes are needed for each proposal?

Proposal 1 (Election of Directors) – The nine individuals receiving the highest number of votes cast “FOR” their election will be elected as directors of the Company. In an uncontested election, all director nominees will be elected if they receive at least one vote “FOR” their election. Abstentions, votes to “withhold” and broker non-votes, if any, will not affect the outcome of the election.

Proposal 2 (Say-on-Pay Proposal) – The affirmative vote of the majority of shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter is required to approve the say-on-pay proposal, on a non-binding advisory basis. Abstentions will have the same legal effect as a vote “against” this proposal, while broker non-votes, because they will not be counted as entitled to vote, will not affect the voting on this proposal. Please note that, because the say-on-pay proposal is non-binding and advisory, the outcome of this vote will not be binding on the Board.

Proposal 3 (Ratification of RSM) – The affirmative vote of the majority of shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter is required to ratify the appointment of RSM as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Abstentions will have the same legal effect as a vote “against” this proposal, while broker non-votes will not affect the voting on this proposal.

Unless otherwise provided by law, or by the Company’s Third Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), or its Second Amended and Restated Bylaws (the “Bylaws”), any other matter properly brought before the Annual Meeting or any adjournment thereof shall be decided by the affirmative vote of the majority of shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions will have the same legal effect as a vote “against” these matters, while broker non-votes, because they will not be counted as entitled to vote, will not affect the voting on such matters.

Who bears the cost of soliciting proxies?

The Company will bear the cost of soliciting proxies. We have engaged Equiniti Trust Company, LLC to assist in the delivery of proxy materials and to establish and operate online and telephonic voting platforms and processes. We may also reimburse brokerage houses and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders. Officers, directors or employees of the Company or its subsidiary may solicit proxies in person or by telephone. These persons will not receive any special or additional compensation for soliciting proxies.

Where do I find the voting results of the meeting?

If available, we will announce voting results at the Annual Meeting. The voting results will also be disclosed in a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting.

How can multiple stockholders sharing the same address request to receive only one notice or one set of proxy materials and other investor communications?

You may elect to receive future notices and proxy materials, as well as other investor communications, in a single package per address. This practice, known as “householding,” is designed to reduce our paper use and printing and postage costs. To make this election, please indicate on your proxy card under “Householding Election” your consent to receive such communications in a single package per address. Once we receive your consent, we will send a single package per household going forward, until you revoke your consent or request separate copies of our proxy materials by contacting the Company’s Secretary at 401 Demers Avenue, Grand Forks, North Dakota 58201 or (701) 795-3200. We will start sending you individual copies of proxy materials and other investor communications promptly following receipt of your revocation.

2026 Proxy Statement

PROPOSAL 1—

Election of Directors

GENERAL

The Company has one class of directors. Our directors serve for one-year terms or until their successors are elected and qualified. The Company’s current Certificate of Incorporation provides that the Board will consist of a maximum of twelve persons and a minimum of five persons, and the Company’s current Bylaws provide that the number of directors may be fixed from time to time by the Board within the range set by the Certificate of Incorporation. By resolutions adopted by the Board, the number of directors of the Board is currently fixed at nine.

The Board, acting upon the recommendation of the Nominating and Corporate Governance Committee, has nominated the following nine director nominees for election at the Annual Meeting, each to hold office for a one-year term expiring at the annual meeting of stockholders in 2027 or until a successor is elected and qualified: Daniel E. Coughlin, Katie A. Lorenson, Randy L. Newman, Galen G. Vetter, Janet O. Estep, Mary E. Zimmer, John Uribe, Nikki L. Sorum and Jeffrey W. Bolton. Proxies cannot be voted for more than nine director nominees. All of the director nominees are currently serving on the Board.

All of the director nominees have consented to serve. If for any reason any nominee becomes unavailable for election, the Board may designate a substitute nominee, in which event the shares represented by proxies properly returned to the Company will be voted for the substitute nominee, unless an instruction to the contrary is indicated on the proxy card.

The nine individuals receiving the highest number of votes cast “FOR” their election will be elected as directors of the Company. In an uncontested election, all director nominees will be elected if they receive at least one vote “FOR” their election. Abstentions, votes to “withhold” and broker non-votes, if any, will not affect the outcome of the election. Proxies properly signed and returned will be voted “FOR” each of the nominees for director unless you specify otherwise.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF
THE NOMINEES FOR DIRECTOR.

2026 Proxy Statement

INFORMATION ABOUT THE DIRECTOR NOMINEES

The following table describes the business experience of each director nominee, as well as their qualifications to serve on the Board. No nominee has any family relationship, as defined by Item 401 of Regulation S-K, with any other executive officer or any of our current directors.

Nominees

Daniel E. Coughlin Director, Chairman

Age: 63 Director since: 2016 Committees: ■ Nominating and Corporate Governance ■ Audit		Mr. Coughlin, a director of the Company since 2016, served as the Managing Director and Co-Head of the Financial Services Practice at Raymond James & Associates from 2011 until his retirement in 2014. ■ Beginning in 2001, Mr. Coughlin served as Chairman and CEO of Howe Barnes Hoefer & Arnett prior to its 2011 merger with Raymond James and served eight additional years with Howe Barnes Hoefer & Arnett in various capacities. ■ Mr. Coughlin also spent seven years with the Federal Reserve Bank of Chicago, where he assessed the competitive implications of bank mergers and acquisitions. ■ We consider Mr. Coughlin to be qualified for service on the Board and the committees on which he serves because of his over 40 years of financial services experience, and knowledge and experience in areas such as strategic planning, risk management, mergers, and acquisitions, and capital formation.

Katie A. Lorenson Director, President and Chief Executive Officer

Age: 45 Director since: 2021		Ms. Lorenson serves as the President and Chief Executive Officer of the Company after being named to those positions in 2021. Ms. Lorenson joined the Company as Executive Vice President and Chief Financial Officer in December 2017 and assumed leadership over the Company’s retirement, wealth management, mortgage and banking product areas in 2020. ■ Ms. Lorenson is a seasoned executive with extensive experience overseeing financial service organizations and product and services management, previously serving as Chief Financial Officer at MidWestOne Financial Group, Inc. ■ Ms. Lorenson formerly served as Chief Financial Officer for Central Bancshares, Inc. which was acquired by MidWestOne Financial Group, Inc. in 2015. Prior to these roles, Ms. Lorenson served as Manager on the Financial Institutions Team for RSM (formerly, McGladrey & Pullen). ■ We consider Ms. Lorenson to be a qualified candidate for service on the Board because of her management and leadership experience as the Chief Executive Officer and President of the Company and her extensive experience in banking and prior financial leadership roles.

2026 Proxy Statement

Randy L. Newman Director

Age: 72 Director since: 1988 Committees: ■ Risk (Chair) ■ Nominating and Corporate Governance		Mr. Newman, a director of the Company since 1995, joined the Company, formerly First National Bank of North Dakota in 1981, and became its President in 1987 and its Chief Executive Officer in 1995. He served in those roles until he retired on January 1, 2022. ■ Prior to joining the Company, Mr. Newman taught Corporate Finance and Business Strategy courses at the University of North Dakota. He was a director of the Federal Home Loan Bank of Des Moines from 1997 to 2007. ■ Mr. Newman served as a Class A Director of the Federal Reserve Bank of Minneapolis from 2012 to 2018. ■ Mr. Newman received his BSBA in 1975 and his MBA in 1979 from the University of North Dakota. ■ We consider Mr. Newman to be qualified for service on the Board and the committees on which he serves because of his deep experience in the banking industry, strategic planning, mergers and acquisitions and knowledge of the Company gained during his tenure with us as our former Chief Executive Officer.

Galen G. Vetter Director

Age: 74 Director since: 2013 Committees: ■ Audit (Chair) ■ Compensation		Mr. Vetter has served as a director of the Company since 2013. Mr. Vetter has varied and broad board of director experience, having served on over a dozen boards over the past three decades. ■ Mr. Vetter is a retired CPA with an extensive background, including executive-level positions at Franklin Templeton Investments and RSM. ■ Mr. Vetter’s roles at RSM included Partner In-Charge of the Upper Midwest Region and National Executive Partner, with leadership responsibilities for financial management, information technology, and development of professional services industry practices. ■ As CFO and Senior Vice President at Franklin Templeton, Mr. Vetter’s responsibilities included oversight of accounting, financial compliance, and filings in dozens of counties for the funds. ■ Mr. Vetter holds a Bachelor of Science degree with an accounting emphasis from the University of Northern Iowa. ■ We consider Mr. Vetter to be qualified for service on the Board and the committees on which he serves because of his extensive experience in financial oversight and leadership roles, prior board experiences at other companies, accounting and finance knowledge and his qualification to serve as the Audit Committee’s financial expert.

2026 Proxy Statement

Janet O. Estep Director

Age: 69 Director since: 2021 Committees: ■ Nominating and Corporate Governance (Chair) ■ Risk		Ms. Estep, a director of the Company since October 2021, is the former Chief Executive Officer and President of Nacha, the governing body for the US ACH payment network, a position she held from 2008 until 2019. ■ Before joining Nacha, Ms. Estep served as Executive Vice President of U.S. Bank’s Transaction Services Division. Ms. Estep previously led the sales and marketing teams of Pace Analytical and was general manager of its major environmental lab location. ■ Before Pace Analytical, Ms. Estep developed extensive technology knowledge through many field and headquarters positions with IBM, managing sales teams and product development for both hardware and software. ■ Ms. Estep received a B.A. in Economics and Psychology from St. Olaf College. She previously served on the board of ACI Worldwide (Chair of the Governance Committee and member of the Audit/Risk Committee), a Nasdaq-listed global payments software provider. ■ We consider Ms. Estep to be qualified for service on the Board and the committees on which she serves because of her over 35 years as an accomplished executive with experience in financial services and technology in areas such as digital technology, electronic payments, strategic planning, mergers and acquisitions, product development and sales, risk management, and regulatory oversight.


Mary E. Zimmer Director

Age: 63 Director since: 2021 Committees: ■ Compensation (Chair) ■ Nominating and Corporate Governance		Ms. Zimmer, a director of the Company since October 2021, is the former Regional President for Wells Fargo Advisors’, or WFA, wealth management business. ■ In her role as Regional President of WFA, Ms. Zimmer led the Northern Region covering ten states across the Midwest and Northwest. Ms. Zimmer later launched and led WFA’s Diverse Client Segments team. ■ Prior to WFA, Ms. Zimmer held leadership roles at Royal Bank of Canada U.S. Wealth Management, including Head of International Wealth USA, Head of Wealth Management Services, and Chief Operating Officer/Chief Administrative Officer. ■ Before beginning her wealth management career, Ms. Zimmer worked in public accounting as a licensed CPA at Arthur Young, now Ernst & Young. ■ Ms. Zimmer received her B.A. in Business and Accounting at the University of Saint Thomas and her M.B.T. in Business Taxation at the University of Minnesota – Carlson School of Management. ■ We consider Ms. Zimmer to be qualified for service on the Board and the committees on which she serves because she brings over 35 years of experience in financial services with an extensive background in wealth management, capital markets, strategic planning, client segmentation, and product development.

2026 Proxy Statement

John Uribe Director

Age: 58 Director since: 2023 Committees: ■ Audit ■ Risk		Mr. Uribe, a director of the Company since December 2023, is the current Chief Financial Officer at Blue Cross and Blue Shield of Minnesota, a position he has held since 2022. ■ Prior to his appointment as Chief Financial Officer at Blue Cross and Blue Shield of Minnesota, Mr. Uribe served as Vice President of Corporate Development and Interim Treasurer since 2012. Before joining Blue Cross, Mr. Uribe served in various finance leadership roles at RedBrick Health, GE Commercial Finance-Fleet Services, Schwann’s, and General Mills. ■ Mr. Uribe is a board member of the Bakken Museum. ■ Mr. Uribe holds a bachelor’s degree in accounting and an MBA in finance and international business from Indiana University Bloomington. ■ We consider Mr. Uribe to be qualified for service on the Board and the committees on which he serves because of his more than 30 years of financial and strategic leadership experience with expertise in mergers and acquisitions, financial planning and analysis, and general management.


Nikki L. Sorum Director

Age: 65 Director since: 2023 Committees: ■ Compensation ■ Risk		Ms. Sorum, a director of the Company since December 2023, brings 40 years of experience as a leader in the financial services industry. She was an executive at Thrivent for two decades, including leading Sales and Distribution, a position she held from 2020 until 2023. ■ Prior to her time at Thrivent, Ms. Sorum served in Senior Vice President roles at RBC Wealth Management and was a partner at McKinsey & Co. in London, Chicago and Minneapolis. ■ Ms. Sorum currently serves on the board of Foresters Financial (member of Audit Committee and Risk and Investments Committee), a multi-national life insurance company based in Toronto, Canada. ■ Ms. Sorum holds a bachelor’s degree in economics from the University of Minnesota Twin Cities and an MBA from Harvard Business School. ■ We consider Ms. Sorum to be qualified for service on the Board and the committees on which she serves because of her 40 years of experience as a leader in the financial services industry with deep experience in wealth management services, talent management, strategic planning, and leadership.

2026 Proxy Statement

Jeffrey W. Bolton Director

Age: 70 Director since: 2024 Committees: ■ Compensation ■ Audit Other public boards: ■ Enhabit Home Health and Hospice		Mr. Bolton, a director of the Company since October 2024 who joined the Board in connection with the Company's acquisition of HMN Financial, Inc., has served as an independent consultant for health services and economic development firms since February 2022. Mr. Bolton is currently the CEO of Bolton Advisory, LLC. Previously, he served as chief administrative officer of the Mayo Clinic from 2013 to 2021 and as its chief financial officer from 2002 to 2013. ■ Prior to working for the Mayo Clinic, Mr. Bolton held various business and finance-related positions at Carnegie Mellon University, including chief financial officer and vice president for business and planning. ■ Mr. Bolton currently serves as chair of the board of Enhabit Home Health and Hospice (Audit and Finance Committee and Nominating and Corporate Governance Committee), a NYSE-listed company. Mr. Bolton previously served on the board of directors of HMN Financial, Inc. (chair of Audit Committee and member of Governance and Nominating committee), a Nasdaq-listed financial institution holding company. ■ Mr. Bolton holds a bachelor’s degree from Pennsylvania State University, and master’s degrees in business administration and social work from the University of Pittsburgh. ■ We consider Mr. Bolton to be qualified for service on the Board and the committees on which he serves because of vast experience in various financial leadership roles, prior experience as a director on the board of another publicly traded financial institution holding company and experience in strategic leadership.

BOARD DIVERSITY

In assessing Board composition and prior to nominating an existing director for re-election to the Board, the Nominating and Corporate Governance Committee considers and reviews a number of attributes with respect to each existing director, including diversity of experience, skills and contributions that the existing director brings to the Board. Our Board is comprised of nine directors, five of whom identify as male and four of whom identify as female. One of the male directors identifies as Hispanic or Latinx.

2026 Proxy Statement

Corporate Governance and The Board of Directors

We currently have nine directors serving on our Board, a majority of whom we have determined to be “independent,” as that term is defined by the Nasdaq Stock Market (“Nasdaq”). Our Board has evaluated the independence of its members based upon the rules of Nasdaq and the SEC. Applying these standards and based on information provided by each director concerning his or her background, employment and affiliations, our Board has affirmatively determined that, with the exception of Ms. Lorenson, each of our current directors is an independent director, as defined under the applicable rules. The Board determined that Ms. Lorenson does not qualify as an independent director because she is an executive officer of the Company and the Bank.

Generally, the Board oversees our business and monitors the performance of our management. In accordance with our corporate governance procedures, the Board does not involve itself in the day-to-day operations of the Company, which are monitored by our executive officers and management. Our directors fulfill their duties and responsibilities by attending regular meetings of the full Board, with additional special meetings held from time to time. Our directors also discuss business and other matters with Ms. Lorenson, other key executives and our principal external advisers (legal counsel, auditors and other consultants) at times other than regularly scheduled meetings when appropriate.

Our Board has established standing committees in connection with the discharge of its responsibilities. These committees include the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Risk Committee. Our Board also may establish such other committees as it deems appropriate, in accordance with applicable laws and regulations, our Certificate of Incorporation and Bylaws.

The current charters of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Risk Committee are available on the Company’s website at investors.alerus.com.

BOARD AND COMMITTEE MEETINGS

During the fiscal year ended December 31, 2025, the Board held four regular meetings and three special meetings. During 2025, all directors attended all regular and special Board meetings and all committee meetings for the committees on which they served. In 2026, the full Board intends to meet at least four times with special meetings held from time to time when necessary and through committee membership, which is discussed below.

The Board also regularly holds executive sessions of the independent members of the Board, without inside directors or executive management present. Our independent Chairman, Mr. Coughlin, serves as Chairman at these executive sessions. The Chairman is responsible for coordinating with the Chief Executive Officer to set the agenda for Board meetings and advising the Chief Executive Officer on various Board matters.

COMMITTEE STRUCTURE

The Board exercises certain of its powers through the following committees: Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Risk Committee. Each committee has a charter that addresses its purpose, authority, and responsibilities and contains other provisions relating to membership and meeting requirements. As required by its charter, each committee annually reviews and assesses its charter, but may recommend amendments at any time. In addition, each charter requires the committee to annually review its performance. Each committee has the authority to engage outside advisors to the extent it considers appropriate to assist the committee in its work. Each committee is comprised of independent directors only, and each independent director sits on at least two committees. Each committee chair reports to the full Board on the matters undertaken at each committee meeting.

2026 Proxy Statement

The following table summarizes the current membership of each of the committees of the Board:

			NOMINATING AND
			CORPORATE
	AUDIT	COMPENSATION	GOVERNANCE	RISK
DIRECTOR NAME	COMMITTEE	COMMITTEE	COMMITTEE	COMMITTEE
Daniel E. Coughlin	X		X
Randy L. Newman			X	Chair
Galen G. Vetter	Chair	X
Janet O. Estep			Chair	X
Mary E. Zimmer		Chair	X
John Uribe	X			X
Nikki L. Sorum		X		X
Jeffrey W. Bolton	X	X

The following is a summary of the functions of each committee:

Audit Committee

Our Audit Committee currently consists of Galen G. Vetter (Chair), Daniel E. Coughlin, John Uribe , and Jeffrey W. Bolton. Our Board has evaluated the independence of the members of our Audit Committee and has affirmatively determined that: (i) each of the members of our Audit Committee meets the definition of “independent director” under Nasdaq rules; (ii) each of the members satisfies the additional independence standards under Nasdaq rules and applicable SEC rules for audit committee service; and (iii) each of the members has the ability to read and understand fundamental financial statements. In addition, our Board has determined that each of Mr. Vetter, Mr. Bolton and Mr. Uribe possesses the financial sophistication required under Nasdaq rules based on his respective experience and background. Our Board has determined that each of Mr. Vetter, Mr. Bolton and Mr. Uribe qualify as an “audit committee financial expert,” as that term is defined under applicable SEC rules. The Audit Committee met five times in 2025.

Our Audit Committee has adopted a written charter, which sets forth the committee’s duties and responsibilities. The current charter of the Audit Committee is available on our website at investors.alerus.com. As described in its charter, our Audit Committee has responsibility for, among other things:

■	selecting and retaining an independent registered public accounting firm to act as the Company’s independent auditors and overseeing the work done by the Company’s independent auditors;

■	at least annually, reviewing all relationships between our independent auditors and the Company that may impact the objectivity and independence of the independent auditors;

■	reviewing with management, the internal audit department and the Company’s independent auditors the adequacy and effectiveness of the Company’s financial reporting processes, internal control over financial reporting and disclosure controls and procedures;

■	reviewing our earnings releases and reports filed with the SEC;

■	reviewing reports of bank regulatory agencies and monitoring management’s compliance with recommendations contained in those reports;

■	reviewing, approving and overseeing transactions for potential conflicts of interest under our Company’s conflict of interest policy; and

■	handling such other matters that are specifically delegated to the Audit Committee by our Board from time to time.

Compensation Committee

Our Compensation Committee currently consists of Mary E. Zimmer (Chair), Galen G. Vetter, Nikki L. Sorum, and Jeffrey W. Bolton. Our Board has evaluated the independence of the members of our Compensation Committee and has affirmatively determined that all of the members of our Compensation Committee are “independent” under applicable SEC and Nasdaq rules and also satisfy the additional independence standards under Nasdaq rules for compensation committee service. The Compensation Committee met four times in 2025.

2026 Proxy Statement

Our Compensation Committee has adopted a written charter, which sets forth the committee’s duties and responsibilities. The current charter of the Compensation Committee is available on our website at investors.alerus.com. As described in its charter, our Compensation Committee has responsibility for, among other things:

■	reviewing and approving annually the corporate goals and objectives applicable to the compensation of our Chief Executive Officer and determining and approving the Chief Executive Officer’s compensation level based on annual performance evaluations;

■	reviewing and approving the compensation programs, awards and other compensation structures of all other executive officers;

■	determining stock ownership guidelines for the Chief Executive Officer, directors and other executive officers and monitoring compliance with such guidelines;

■	reviewing, approving and, when appropriate, recommending to our Board for approval, incentive compensation plans and equity-based plans, and where appropriate or required, recommending such plans for approval by our stockholders, and administering such plans;

■

reviewing and discussing with management the Compensation Discussion and Analysis disclosure (“CD&A”) and the related executive compensation information, recommending the CD&A and related executive compensation information be included in our annual report on Form 10-K and proxy statement, and producing the Compensation Committee report on executive officer compensation required to be included in our proxy statement or annual report; and

■	handling such other matters that are specifically delegated to the Compensation Committee by our Board from time to time.

Our Compensation Committee has the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees or members of management as the Compensation Committee may deem appropriate in its sole discretion. Non-employee director compensation and benefits for service on the Board and any Board committees are reviewed at least once per year by the Compensation Committee which recommends changes, if any, to such compensation and benefits to our Board (including any named executive officer members thereof) for approval.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee currently consists of Janet O. Estep (Chair), Randy L. Newman, Daniel E. Coughlin, and Mary E. Zimmer. Our Board has evaluated the independence of the members of our Nominating and Corporate Governance Committee and has affirmatively determined that each of the members of our Nominating and Corporate Governance Committee is “independent” under Nasdaq rules. The Nominating and Corporate Governance Committee met four times in 2025.

Our Nominating and Corporate Governance Committee has adopted a written charter, which sets forth the committee’s duties and responsibilities. The current charter of the Nominating and Corporate Governance Committee is available on our website at investors.alerus.com. As described in its charter, our Nominating and Corporate Governance Committee has responsibility for, among other things:

■

identifying and screening individuals qualified to become members of our Board, consistent with criteria approved by the Board and memorialized in the Company’s Corporate Governance Guidelines, and recommending persons to be selected by our Board as nominees for election as directors or to fill any vacancies on our Board;

■	developing and recommending to the Board a set of corporate governance guidelines applicable to our Company and reviewing these guidelines at least once a year;

■	reviewing the Board’s committee structure and composition and making recommendations to the Board regarding the appointment of directors to serve as members of each committee and as committee Chair annually; and

■	handling such other matters that are specifically delegated to the Nominating and Corporate Governance Committee by our Board from time to time.

In carrying out its nominating functions, the Nominating and Corporate Governance Committee has developed qualification criteria for all potential director nominees, including incumbent directors, Board nominees and stockholder nominees included in the proxy statement. These criteria include the following attributes:

■	integrity and high ethical standards in the nominee’s professional life;

■	sufficient educational and professional experience, business experience, or comparable service on other boards of directors to qualify the nominee for service on the Board;

■	evidence of leadership and sound judgment in the nominee’s professional life;

■	a willingness to abide by any published code of ethics for our Company;

■	a willingness and ability to devote sufficient time to carrying out the duties and responsibilities required of a Board member; and

■	diversity of viewpoints, background, experience and other demographics.

The Nominating and Corporate Governance Committee also evaluates potential nominees to determine if they have any conflicts of interest that may interfere with their ability to serve as effective Board members and to determine whether they are “independent” in accordance with Nasdaq rules (to ensure that, at all times, at least a majority of our directors are independent). In previous years the Company has used a third-party search firm to conduct searches for director candidates.

2026 Proxy Statement

Prior to nominating an existing director for re-election to the Board, the Nominating and Corporate Governance Committee considers and reviews the following attributes with respect to each existing director:

■	Board and committee attendance and performance;

■	age and length of Board service;

■	diversity of experience, skills and contributions that the existing director brings to the Board;

■	independence and any conflicts of interest; and

■	any significant change in the director’s professional status or work experience, including in the attributes considered for initial Board membership.

The Nominating and Corporate Governance Committee will give appropriate consideration to candidates for Board membership proposed by stockholders that are supported by adequate information about the candidates’ qualifications and will evaluate such candidates in the same manner as other candidates identified by or submitted to the Nominating and Corporate Governance Committee. Because of this, there is no separate policy with regard to consideration of candidates recommended by stockholders.

Risk Committee

Our Risk Committee currently consists of Randy L. Newman (Chair), Janet O. Estep, Nikki L. Sorum and John Uribe, each of whom is independent from management of our Company and Bank. The Risk Committee met four times in 2025.

Our Risk Committee has adopted a written charter, which sets forth the committee’s duties and responsibilities. The current charter of the Risk Committee is available on our website at investors.alerus.com. As described in its charter, our Risk Committee has responsibility for, among other things:

■	overseeing management’s establishment of a risk management vision and annually making recommendations to our Board regarding our Company’s risk appetite statement;

■	annually reviewing and approving our Company’s overall risk management framework;

■	annually reviewing and approving our Company’s general enterprise risk policy;

■	reviewing management reports summarizing our Company’s enterprise level risk profile; and

■	handling such other matters that are specifically delegated to the Risk Committee by our Board from time to time.

STOCKHOLDER COMMUNICATION AND ENGAGEMENT

Communication and Engagement with the Board and Executive Management

Although we do not have a formal policy regarding director attendance at the Annual Meeting, we encourage and expect all of our directors to attend. In 2025, all but one of our directors serving at the time of the 2025 annual meeting were present at the 2025 annual meeting.

Since last year’s annual meeting of stockholders, the Company’s Board and executive management team have made efforts to hold discussions with a number of the Company’s retail and institutional stockholders. These conversations ensure the Company is considering stockholder input, addressing their concerns, and gaining valuable perspective on its strategy. Feedback from stockholders was shared with the Board and executive management, contributing to strong governance and transparency with stockholders. These exchanges help us focus on the issues that matter most to our stockholders and supports our efforts to share our strategic vision.

General Communications with the Board

Stockholders may contact our Board by contacting Katie A. Lorenson, President and Chief Executive Officer, Alerus Financial Corporation at 401 Demers Avenue, Grand Forks, North Dakota 58201 or (701) 795‑3200.

NOMINATIONS OF DIRECTORS AND STOCKHOLDER PROPOSALS

The matters to be considered and brought before any annual or special meeting of our stockholders are limited to only those matters as shall be brought properly before such meeting in compliance with the procedures set forth in our Bylaws. For proposals to be brought by a stockholder of the Company and voted upon at an annual meeting, including with respect to the nomination of a director other than the Board’s nominees, the stockholder must deliver written notice of the proposal to our Secretary not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. However, if the annual meeting is not scheduled to be held within a period that commences 30 days before such anniversary date and ends within 60 days after such anniversary date (an annual meeting date outside such period being referred to herein as an “Other Meeting Date”), the stockholder’s notice shall be given in the manner provided in our Bylaws by the later of the close of business on (1) the date 90 days prior to such Other Meeting Date or (2) the 10th day following the date such Other Meeting Date is first publicly announced or disclosed. In the event that the number of directors to be elected to the Board is increased and either all of the nominees for director or the size of the increased Board is not publicly announced or disclosed by us at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice will also be considered timely, but only with respect to nominees for any new positions created by such increase, if it is delivered to our Secretary at our principal executive office not later than the close of business on the 10th day following the first date all of such nominees or the size of the increased Board is publicly announced or disclosed. Any stockholder’s notice to the Company’s Secretary must include the information required by SEC rule 14a-19, and Section 1.12 of our Bylaws: (a) a brief description and the text of the proposal desired to be brought before the annual meeting and the reasons why such stockholder favors the proposal; (b) the name and address of the stockholder proposing such business; (c) the number of shares of our Common Stock or other equity or debt securities beneficially owned by such stockholder on the date of such stockholder’s notice; and (d) any financial or other interest of such stockholder in the proposal. Stockholders should refer to the full text of our advance notice provisions contained in Section 1.12 of our Bylaws.

2026 Proxy Statement

Written notice of stockholder proposals to be brought at our 2027 annual meeting of stockholders in accordance with the above procedures must be delivered to our Secretary no earlier than January 14, 2027 and no later than February 13, 2027, unless an Other Meeting Date occurs with respect to the 2027 annual meeting of stockholders, in which case the notice delivery requirements will be as set forth above with respect to meetings with Other Meeting Dates.

In lieu of the foregoing notice procedures, stockholders seeking to submit a proposal for inclusion in our proxy statement for the 2027 annual meeting of stockholders must follow the procedures and meet the other requirements outlined in Rule 14a‑8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we must receive such proposal at our principal executive office on or before December 2, 2026.

Any proposals, notices or nominations must be sent to the attention of our Secretary at Alerus Financial Corporation, 401 Demers Avenue, Grand Forks, North Dakota 58201. A copy of our Bylaws, which we included as Exhibit 3.2 to our Form S‑1 filed with the SEC on August 16, 2019, can be accessed through the SEC’s website at www.sec.gov.

BOARD LEADERSHIP STRUCTURE

Our Board does not have a formal policy requiring the separation of the roles of Chairman of the Board and Chief Executive Officer. It is our directors’ view that rather than having a rigid policy, the Board, with the advice and assistance of the Nominating and Corporate Governance Committee, and upon consideration of all relevant factors and circumstances, will determine, as and when appropriate, whether the two offices should be separate.

Currently, the positions of Chairman and Chief Executive Officer are separate and held by Mr. Coughlin and Ms. Lorenson, respectively. As noted above, Mr. Coughlin is considered an “independent” director.

The Board believes, based on a review of the factors outlined above, that having a director other than the Chief Executive Officer serving as Chairman of the Board is in the best interest of stockholders. The Board and its Nominating and Corporate Governance Committee believe that this structure will be useful in providing consistent oversight of management and strategic direction to the Company. The Board expects Ms. Lorenson to take the lead in developing the strategic plan for the Company, providing day-to-day leadership and managing the performance of the Company. The Board expects the Chairman to lead the Board meetings, participate in committee meetings and advise Company management. The Board intends to periodically review the Company’s leadership structure and make changes as dictated by the circumstances and the best interests of the stockholders.

BOARD OVERSIGHT OF RISK MANAGEMENT

Our Board believes that effective risk management and control processes are critical to our safety and soundness, our ability to predict and manage the challenges that we face, and, ultimately, our long-term corporate success. Our Board, both directly and through its committees, is responsible for overseeing our risk management processes, with each of the committees of our Board assuming a different and important role in overseeing the management of the risks we face.

The Risk Committee of our Board oversees our enterprise-wide risk management framework and corporate risk function, which establishes our overall risk appetite and risk management strategy and enables our management to understand, manage and report on the risks we face. Our Risk Committee also reviews and oversees policies and practices established by management to identify, assess, measure and manage key risks we face, including the risk appetite metrics and risk appetite statement developed by management and approved by the Risk Committee. The Board, both as a whole and through its Risk Committee, is responsible for the oversight of cybersecurity risks. In that role, the Board and the Risk Committee, with support from the Company’s cybersecurity advisors, are responsible for ensuring that the risk management processes designed and implemented by management are adequate and functioning as designed. To carry out those duties, both the Board and the Risk Committee receive quarterly reports from the Company’s management team regarding cybersecurity risks and the Company’s efforts to prevent, detect, mitigate and remediate any cybersecurity incidents. The Audit Committee of our Board is responsible for overseeing risks associated with financial matters (particularly financial reporting, accounting practices and policies, disclosure controls and procedures and internal control over financial reporting). The Compensation Committee of our Board has primary responsibility for risks and exposures associated with our compensation policies, plans and practices, regarding both executive compensation and the Company’s compensation structure generally. In particular, our Compensation Committee reviews our incentive compensation arrangements to ensure these programs are consistent with applicable laws and regulations, including safety and soundness requirements, and do not encourage imprudent or excessive risk-taking by our employees. The Nominating and Corporate Governance Committee of our Board oversees risks associated with the independence of our Board and potential conflicts of interest.

Our executive management team is responsible for implementing and reporting to our Board regarding our risk management processes, including by assessing and managing the risks we face, including strategic, operational, regulatory, investment and execution risks, on a day-to-day basis. Our executive management team is also responsible for creating and recommending to our Board for approval appropriate risk appetite metrics reflecting the aggregate levels and types of risk we are willing to accept in connection with the operation of our business and pursuit of our business objectives.

2026 Proxy Statement

The role of our Board in risk oversight is consistent with our leadership structure, with the members of our executive management team having responsibility for assessing and managing our risk exposure, and our Board and its committees providing oversight in connection with those efforts. We believe this division of risk management responsibilities presents a consistent, systemic and effective approach for identifying, managing and mitigating risks throughout our operations.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2025, Mary E. Zimmer, Jeffrey Bolton, Galen G. Vetter, and Nikki L. Sorum served on our Compensation Committee. None of the members of our Compensation Committee is or has been an officer or employee of the Company, or has had any relationship requiring disclosure under Item 404 of Regulation S-K. None of our executive officers serves or has served as a member of the Board, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.

CORPORATE GOVERNANCE GUIDELINES

We have a set of Corporate Governance Guidelines in place that applies to all of our directors and employees. The guidelines set forth certain standards, requirements, and best practices that we expect all of our directors and employees to follow and is available on our website at investors.alerus.com.

CODE OF BUSINESS CONDUCT AND ETHICS

We have a Code of Business Conduct and Ethics in place that applies to all of our directors and employees. The code sets forth the standard of ethics that we expect all of our directors and employees to follow and is available on our website at investors.alerus.com. In accordance with SEC rules, we intend to disclose on the “Investor Relations” section of our website any amendments to the Code of Business Conduct and Ethics, or any waivers of its requirements, that apply to our executive officers to the extent such disclosure is required.

DIRECTOR COMPENSATION

Every year, our Compensation Committee reviews the competitiveness of our compensation for non-employee directors based on the results of an analysis by the Compensation Committee’s independent compensation consultant. We compensated our non-employee directors in 2025 with an annual retainer and additional fees for meeting attendance and service as a committee chair or as Board Chairman. Our annual retainer consisted of a cash payment of $40,000 and a grant of Company restricted stock with a grant date value equal to $50,000 with a vesting period extending from the grant date through the earlier of the first anniversary of the grant date and the next annual meeting of stockholders. Following the 2025 annual meeting of stockholders, Committee Chair fees increased as follows: Audit Committee Chair fees increased from $10,000 to $12,500 and Compensation Committee Chair fees increased from $8,000 to $8,500. In 2025, Mr. Vetter received $11,250 for serving as the Audit Committee Chair. Ms. Estep and Mr. Newman each received $8,000 for serving as the Nominating and Corporate Governance Committee Chair and the Risk Committee Chair, respectively, and Ms. Zimmer received $8,250 for serving as the Compensation Committee Chair. Mr. Coughlin received $30,000 for serving as Board Chairman in 2025. In the instance of special meetings held during 2025, directors received $1,000 for meetings of three hours or less, and $2,000 for meetings longer than three hours.

The following table sets forth information regarding 2025 compensation for each of our non-employee directors. None of the directors receives any compensation or other payment in connection with his or her service as a director other than compensation received by the Company as described above and as set forth below.

NAME	FEES EARNED OR PAID IN CASH⁽¹⁾		STOCK AWARDS⁽²⁾		TOTAL
Daniel E. Coughlin	$	75,000	$	49,999	$	124,999
Randy L. Newman	$	52,000	$	49,999	$	101,999
Galen G. Vetter	$	55,250	$	49,999	$	105,249
Janet O. Estep	$	52,000	$	49,999	$	101,999
Mary E. Zimmer	$	52,250	$	49,999	$	102,249
John Uribe	$	44,000	$	49,999	$	93,999
Nikki L. Sorum	$	44,000	$	49,999	$	93,999
Jeffrey W. Bolton	$	44,000	$	49,999	$	93,999

⁽¹⁾

Reflects $40,000 in annual cash retainer fees, Board and committee Chair fees as described above, as well as meeting and education event fees. Directors may elect to defer up to 100% of their annual cash fees under the terms of the Deferred Compensation Plan, as described in more detail below. In 2025, both Mr. Vetter and Ms. Sorum elected to defer 100% of their annual cash fees.

⁽²⁾	The stock awards were granted under the Company's 2019 Equity Incentive Plan subject to a one-year vesting term as described above.

2026 Proxy Statement

EXECUTIVE OFFICERS

The business and banking background and experience of each of our executive officers, other than Ms. Lorenson, who also serves as a director and whose background and experience are set forth above, for at least the past five years is set forth below. No executive officer has any family relationship, as defined in Item 401 of Regulation S-K, with any other executive officer or any of our current directors. There are no arrangements or understandings between any of the officers and any other person pursuant to which he or she was selected as an officer.



Alan A. Villalon Executive Vice President and Chief Financial Officer

Age: 52 4 years with Alerus		Mr. Villalon joined the Company as Executive Vice President and Chief Financial Officer in 2022. He has over 25 years of industry experience, including a distinct background in financial analysis and investor relations. ■ Mr. Villalon previously served as Deputy Director of Investor Relations and Senior Vice President at U.S. Bank, a position he held from 2020 until 2022. ■ Prior to U.S. Bank, Mr. Villalon spent most of his career in equity analyst research roles, including serving as a Senior Research Analyst at Thrivent Financial, Nuveen Asset Management/First American Funds Advisors, and Federated Investors. ■ Mr. Villalon holds a Bachelor’s degree in accounting from the University of Notre Dame and a Master’s degree in business administration from Carnegie Mellon University.


Jim R. Collins Executive Vice President and Chief Banking and Revenue Officer

Age: 54 4 years with Alerus		Mr. Collins serves as Executive Vice President and Chief Banking and Revenue Officer, a position he has occupied since 2022, overseeing our Company’s banking and wealth revenue-related functions including sales and business development, client segmentation, and client servicing. Mr. Collins has more than 30 years of commercial banking experience. ■ Before joining the Company, Mr. Collins served as the Minnesota regional Chief Executive Officer and President of corporate banking for Old National Bank. ■ Mr. Collins’ past experience includes various leadership roles for Anchor Bank over 13 years, including Senior Vice President of Commercial, Community and Wealth when Anchor Bank was acquired by Old National Bank in 2017.

2026 Proxy Statement

Karin M. Taylor Executive Vice President and Chief Operating Officer

Age: 58 8 years with Alerus		Ms. Taylor serves as Executive Vice President and Chief Operating Officer and joined the Company in 2018. Ms. Taylor has more than 35 years of industry experience ■ Ms. Taylor previously served as Chief Risk Officer at MidWestOne Bank and, prior thereto, as Chief Risk Officer for Central Bank, which was acquired by MidWestOne Financial Group, Inc. in 2015. ■ Prior to these roles, Ms. Taylor served as the Director of Risk Management Consulting at RSM (formerly, RSM McGladrey). ■ Ms. Taylor received a Bachelor of Arts degree from St. Olaf College and graduated with honors from the Graduate School of Banking at the University of Colorado, Boulder in 2018.


Forrest R. Wilson Executive Vice President and Chief Retirement Services Officer

Age: 56 2 years with Alerus		Mr. Wilson joined Alerus as Executive Vice President and Chief Retirement Services Officer in 2024. In this role, he is responsible for the overall leadership and direction of Alerus’ retirement and benefits division, which serves third-party advisors, plan sponsors, and participants nationwide. ■ Mr. Wilson is a well-rounded retirement industry professional with over 25 years of experience on both the platform/recordkeeping and investment sides of the business. He has extensive knowledge in sales and distribution growth, product oversight and strategy, acquisitions, digital engagement, implementation, and service delivery, and has experience with all types of defined contribution plans. ■ Before joining the Company, Mr. Wilson served as Senior Vice President of Retirement Plans Sales and Distribution at Ameritas Mutual Holding Company. ■ Mr. Wilson holds a bachelor’s degree in marketing from Central Connecticut State University and an MBA in finance and marketing from New York University Stern School of Business.



Missy S. Keney Executive Vice President and Chief Engagement Officer

Age: 44 21 years with Alerus		Ms. Keney serves as Executive Vice President and Chief Engagement Officer, a position she has occupied since 2022, overseeing our Company’s employee and client engagement strategies, including strategic alignment and planning in the areas of marketing and client experience, human resources, and facilities. ■ Ms. Keney joined the Company in 2005 and previously served as the Company’s Director of Marketing and Client experience. ■ Ms. Keney received a Bachelor of Science degree in business administration from North Dakota State University and also earned the Certified Financial Marketing Professional designation through the Institute of Certified Bankers.

2026 Proxy Statement

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes our compensation philosophy and policies as applicable to the named executive officers (“NEOs”) listed below for 2025. This CD&A also describes the Compensation Committee’s process for making pay decisions, as well as the rationale for specific decisions related to the fiscal year ended December 31, 2025.

NAMED EXECUTIVE OFFICERS

Our NEOs for 2025, which consist of our principal executive officer, our principal financial officer, and the Company’s three other most highly compensated executive officers, were:

■	Katie A. Lorenson, President and Chief Executive Officer;
■	Alan A. Villalon, Executive Vice President and Chief Financial Officer;
■	Jim R. Collins, Executive Vice President and Chief Banking and Revenue Officer;
■	Karin M. Taylor, Executive Vice President and Chief Operating Officer; and
■	Forrest R. Wilson, Executive Vice President and Chief Retirement Services Officer.

OUR COMPENSATION PHILOSOPHY AND GOVERNANCE PRACTICES

The Compensation Committee, which consists solely of independent directors, oversees our compensation program and reviews and approves the compensation of our NEOs. The primary objectives of our executive compensation program are to (1) align compensation programs with stockholder interests, (2) utilize compensation programs that support the Company’s core values and promote high ethical standards, (3) incorporate risk management features that encourage prudent decision-making without excessive risk, (4) ensure compensation programs reflect regulatory guidance, and (5) attract, motivate, and retain talented individuals. Our Board believes the executive compensation packages that we provide to our executives, including our NEOs, should include both cash and equity components that reward performance as measured against established Company goals. We compensate our NEOs with a combination of base salary, annual cash incentive bonuses, annual grants of equity, and other benefits (including perquisites). Each element is designed to achieve a specific purpose and to contribute to a total package that is competitive with similar packages provided by other institutions that compete for the services of individuals like our NEOs.

2026 Proxy Statement

Elements of Compensation

The Compensation Committee reviews and evaluates all components of each NEO’s total compensation package, including cash payments and non-cash incentives and benefits. The chart below summarizes the major elements of NEO compensation.

Pay Element	Key Characteristics	Why We Pay this Element	How We Determine the Amount	2025 Decisions
Base Salary	Fixed compensation paid in cash. Reviewed annually and adjusted when appropriate.	Provide a competitive base salary to attract and retain critical executive talent.	Experience, industry knowledge, peer data, company performance, and individual performance.	Base salary increases ranged from 4.0% to 7.1%.
Annual Bonus	Variable compensation paid in cash. Target bonuses are established as a percentage of annual salary, and payment is capped at 150% of target.	Motivate and reward executive officers for delivering on annual financial objectives that contribute to the creation of stockholder value.	Market practices with payouts based on level of achievement of Company performance goals.	Annual bonus paid out at 141% of target for all NEOs.
Long-Term Incentives	Variable compensation paid in restricted stock units. NEOs receive 60% performance-based restricted stock units capped at 150% of target, and 40% time-based restricted stock units.	Motivate executives to execute on longer-term financial goals that drive the creation of stockholder value in support of the Company’s strategic direction.	Market practices with payouts based on level of achievement of Company performance goals.	Performance-based restricted stock units for the 2023-2025 Long-Term Incentive Plan paid out at 112% based on performance against three-year Cumulative Net Income target (as described in the "Equity Awards - Long-Term Incentive Plan" section below).
Other Compensation and Perquisites	Compensation to provide basic competitive benefits.	Provide a base level of competitive compensation to attract and retain critical executive talent.	Periodic assessment of competitive offerings.	Beginning in 2025, a Company contribution to a non-qualified deferred compensation plan was provided to all executives.

Role of the Compensation Committee

The Compensation Committee has overall responsibility for evaluating the compensation plans, policies, and programs relating to the NEOs. The Compensation Committee is comprised of independent directors of the Board. The Compensation Committee works very closely with its independent compensation consultant and management to examine the effectiveness of the Company’s executive compensation throughout the year. Details of the Compensation Committee’s authority and responsibilities are specified in its charter, which is available on our investor relations website at investors.alerus.com.

Members of our Board are, generally, free to attend committee meetings even where such Board members are not members of the particular committee, unless they are excluded by the committee. The Compensation Committee sometimes receives input from other members of the Board as the Compensation Committee is deliberating executive compensation-related matters. The Compensation Committee considers such input if and as received, but does not specifically rely on such input in making executive compensation-related decisions.

Role of Executive Officers

As requested by the Compensation Committee, some members of management support the Compensation Committee’s review and consideration of executive compensation by providing information for the Compensation Committee’s review. The Compensation Committee relies upon the CEO’s assessment of each NEO’s individual performance. The Compensation Committee reviews and approves the corporate goals and objectives applicable to the compensation of the CEO and evaluates annually the CEO’s performance in light of those goals and objectives. The CEO also provides recommendations regarding compensation provided to NEOs (other than herself), technical and regulatory considerations, and input on program design and possible modifications.

The Compensation Committee holds final authority over all compensation decisions for the NEOs. The Compensation Committee has historically placed significant weight on the CEO’s recommendations with respect to compensation of NEOs (other than the CEO), but always maintains oversight and decisional authority with respect to NEO compensation. The CEO does not make recommendations to the Committee on her own pay levels. The Committee, in executive session, and without the CEO present, determines the pay levels for the CEO.

Independent Compensation Consultant

The Compensation Committee has the authority to directly select, engage, and terminate such counsel, consultants (including compensation consultants), and other experts it deems necessary or appropriate to assist it in carrying out its responsibilities. For 2025, the Compensation Committee retained FW Cook, a compensation consulting firm, to assess the effectiveness of the Company’s executive and director compensation programs. FW Cook is independent, reports directly to the Compensation Committee, and performs no other work for the Company other than assisting the Committee in its review of the Company’s executive and director compensation programs.

2026 Proxy Statement

The Compensation Committee utilized FW Cook’s 2025 reports to assist with executive and board compensation decisions in 2025, but did not rely solely on them. The Compensation Committee made all decisions based upon a balance of internal views, strategy, and external competitive factors, along with the outside perspective of FW Cook.

The Compensation Committee reviews the independence of its compensation consultants against the six “Independence Factors” described in the Nasdaq listing standards and applicable SEC guidance. For 2025, the Compensation Committee determined that FW Cook was independent.

Say-on-Pay Vote on Executive Compensation

We conducted our first say-on-pay vote at our 2025 annual meeting of stockholders, at which 90.75% of the votes cast were cast in favor of approving, on a non-binding, advisory basis, the 2024 compensation of our NEOs. Based on this outcome, the Compensation Committee concluded that stockholders generally support our executive compensation philosophy. Because we value the opinions of our stockholders, our Board and Compensation Committee will consider the outcome of the say-on-pay vote described in Proposal 2 of this Proxy Statement, as well as feedback received throughout the year, when making compensation decisions for our NEOs in the future.

Best Practices

The Compensation Committee reviews its policies and procedures to ensure they are consistent with strong corporate governance guidelines with the intention that our compensation philosophies promote high ethical standards and encourage prudent decision-making without excessive risk.

What We Do	What We Don’t Do
Align pay and performance	No guaranteed bonuses for NEOs; incentive compensation may be reduced to zero if financial metrics are not met
Utilize a balanced mix of cash and equity compensation together with annual and long-term incentives	No excessive perquisites for our directors and NEOs
Independent third-party compensation consultant retained by and reports to the Compensation Committee	No uncapped incentive award payments
Peer group benchmarking	No highly leveraged incentive plans that encourage excessive risk taking
Maintain stock ownership guidelines for NEOs and directors	No hedging of stock
Maintain a clawback policy	No golden parachute excise tax gross ups
Conduct ongoing stockholder outreach and communications	No “single trigger” severance upon a change in control
Responsible use of shares under our 2019 Equity Incentive Plan	No dividends or dividend equivalents on unearned performance-based equity compensation

PEER GROUP SELECTION AND ANALYSIS

The Compensation Committee works with FW Cook to determine and utilize a peer group of publicly traded financial institutions which is typically evaluated annually and updated as needed. As part of this annual review, certain refinements were made to the 2025 peer group ("peer group") over the last year based on established screening criteria. The peer group is based on an analysis of publicly traded, diversified financial institutions to identify peers with similar characteristics to Alerus based on a variety of factors including commercial banks of similar asset size, financial performance, and similar business model traits such as more than 30% of revenue being driven by non-interest income or national companies with wealth management and similar assets under management. The Compensation Committee utilizes market data regarding the compensation practices of the peer group to establish compensation of the NEOs. The Compensation Committee benchmarks NEO compensation against the peer group median for each pay component, however the median is only a point of reference and NEOs may be positioned at a level less than or greater than the median based on time in position, experience, competitive pay objectives, and other factors. In connection with its 2025 analysis of the executive compensation peer group review, FW Cook compiled a market reference group of 16 publicly traded companies with stable-to-strong performance history. The Compensation Committee believes this peer group is appropriate for comparative analysis, but the Compensation Committee does not base its executive compensation decisions solely upon the peer group comparison. The companies included in this peer group used for 2025 compensation decisions are listed below:

■	Bank First Corporation (BFC) – Manitowoc, Wisconsin

■	Lakeland Financial Corporation (LKFN) – Warsaw, Indiana

2026 Proxy Statement

■	Cass Information Systems (CASS) – St. Louis, Missouri
■	Community Trust Bancorp (CTBI) – Pikeville, Kentucky
■	First Business Financial Services, Inc. (FBIZ) – Madison, Wisconsin
■	First Mid Bancshares (FMBH) – Mattoon, Illinois
■	First Western Financial (MYFW) – Denver, Colorado
■	German American Bancorp (GABC) – Jasper, Indiana
■	Great Southern Bancorp (GSBC) – Springfield, Missouri
■	Independent Bank Corporation (IBCP) – Grand Rapids, Michigan

■	Midland States Bancorp, Inc. (MSBI) – Effingham, Illinois
■	Northpointe Bancshares, Inc. (NPB) – Grand Rapids, Michigan
■	Peoples Bancorp Inc. (PEBO) – Marietta, Ohio
■	QCR Holdings, Inc. (QCRH) – Moline, Illinois
■	S&T Bancorp, Inc. (STBA) – Pennsylvania, Indiana
■	1st Source Corporation (SRCE) – South Bend, Indiana

2025 EXECUTIVE COMPENSATION PROGRAM

We compensate our NEOs with a combination of base salary, annual cash incentive bonuses, annual grants of equity, and other benefits (including perquisites). Each element is designed to achieve a specific purpose and to contribute to a total package that is competitive with similar packages provided by other institutions that compete for the services of individuals like our NEOs.

Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives, like equity awards, serve as an important retention mechanism and drive our NEOs to focus on long-term sustainable stockholder value creation. Based on our performance and consistent with the design of our program, the Compensation Committee made the following decisions relating to 2025 NEO compensation:

■	*Base Salary.* The Compensation Committee approved increases to base salaries for 2025 between 4.0% and 7.1%. See “Base Salary” within this CD&A for more information.

■	*Annual Bonus.* Based on circumstances that drove 2025 performance results, the Compensation Committee approved award payouts at 141% of target under the Company’s Short Term Incentive Plan. See “Annual Bonus - Short Term Incentive” within this CD&A for more information.

■

Equity Awards. Based on 2023-2025 financial performance, the Company approved award payouts at 112% of target for performance shares under the Company's Long-Term Incentive Plan. NEOs were also granted time-based equity awards for the 2023-2025 period. See “Equity Awards – Long-Term Incentive” within this CD&A for more information.

BASE SALARY

On an annual basis, the Compensation Committee reviews and approves base salaries of NEOs. Base salary levels set the foundation for direct compensation, since the opportunity levels of our incentive plans (short- and long-term) are defined as a percentage of base salary. When setting base salaries of the NEOs, the Compensation Committee considers input from FW Cook, the current market environment, and individual considerations with respect to each NEO. Individual considerations include professional experience and background of the NEO, the quality and effectiveness of their leadership at the Company, all other executive compensation including bonus, stock awards, retirement and other benefits and perquisites, and internal pay equity among the Company’s executives. The Committee approved raises for all NEOs for 2025 based on the factors described above. The base salaries for 2024 and 2025 are set forth below:

NAME	Position	2024 Base Salary		2025 Base Salary		Percent Change
Katie A. Lorenson	President and Chief Executive Officer	$	600,000	$	625,000		4.2	%
Alan A. Villalon	Executive Vice President and Chief Financial Officer	$	345,000	$	360,000		4.3	%
Jim R. Collins	Executive Vice President and Chief Banking and Revenue Officer	$	445,000	$	465,000		4.5	%
Karin M. Taylor⁽¹⁾	Executive Vice President and Chief Operating Officer	$	378,000	$	405,000		7.1	%
Forrest R. Wilson	Executive Vice President and Chief Retirement Services Officer	$	375,000	$	390,000		4.0	%

⁽¹⁾	In January 2025, to reflect her additional responsibilities as our Chief Operating Officer, Ms. Taylor's base salary was increased by 7.1%.

2026 Proxy Statement

ANNUAL BONUS – SHORT-TERM INCENTIVE PLAN

The Company’s short term incentive plan (“STI Plan”) for NEOs sets forth performance incentives that are designed to provide annual cash awards that are payable if the Company meets or exceeds annual performance objectives approved by the Board. The purpose of the STI Plan is to incentivize our NEOs to drive Company performance metrics established by the Compensation Committee on an annual basis. Under the STI Plan, the Compensation Committee establishes a threshold, target, and maximum bonus as a percentage of annual base salary for each NEO. The Compensation Committee reviews this percentage annually as part of its total executive compensation review. Bonus pay out is based upon actual levels of achievement. The maximum an NEO can earn is 150% of the target opportunity, and the minimum an NEO can earn is 50% of the target opportunity. For performance below the threshold level, no incentive is earned for that metric. Award payouts for performance between the minimum and target, or for performance between the target and maximum is determined by linear interpolation.

As provided under the terms of the STI Plan, the Compensation Committee establishes Company performance metrics no later than February of the relevant year. The STI Plan does not include any individual performance metrics and is based solely on Company performance to align incentive pay with Company financial performance. The Compensation Committee has the right, in its sole and absolute discretion, to make adjustments to the Company performance metrics within the defined parameters set forth in the 2025 STI Plan including: to adjust for one-time, non-recurring, or extraordinary events as the Compensation Committee deems appropriate; to adjust any awards by considering factors such as regulatory compliance and credit quality; and to reduce, including a reduction to zero, any cash award otherwise payable.

In 2025, the Compensation Committee selected adjusted net income (“Adjusted Net Income”), a non-GAAP financial metric, adjusted total revenue ("Adjusted Total Revenue"), a non-GAAP financial measure, and return on equity (“Return on Equity” or “ROE”), a non-GAAP financial metric, as the Company’s performance metrics. Solely for purposes of measuring the Company’s achievement of performance metrics established under the STI Plan (and, as described below, the LTI Plan), the Compensation Committee calculated non-GAAP Adjusted Net Income, non-GAAP Adjusted Total Revenue, and non-GAAP ROE. To calculate 2025 Adjusted Net Income (“2025 ANI”), the Compensation Committee started with 2025 GAAP net income and excluded the loss on an investment securities sale during 2025, the net gain on sale of certain loans, one-time, merger and acquisition expenses related to the HMNF acquisition, and litigation expenses related to a legacy business previously sold by the Company. Adjusted Total Revenue, as calculated by the Compensation Committee solely for these incentive purposes, reflects 2025 GAAP net interest income, plus 2025 GAAP noninterest income, excluded the loss on an investment securities sale during 2025, less net gain on sale of certain loans. ROE, as calculated by the Compensation Committee solely for these incentive compensation purposes, reflects 2025 ANI divided by average stockholders’ common equity for the year. 2025 ANI was calculated as $70.183 million, Adjusted Total Revenue was calculated as $290.698 million, and ROE was calculated as 13.36% for 2025.

In determining the 2025 financial targets as noted in the table below, the Compensation Committee reviewed 2024 target levels and actual results along with management’s 2025 budgeting expectations. The 2025 ANI, Adjusted Total Revenue, and ROE targets include integration of the HMNF acquisition and growth in lending, deposit, wealth management and retirement when compared to 2024. The Compensation Committee believed that these performance metrics remained appropriate and aligned with long-term stockholder interests. Actual results for 2025 were above target, driven by the positive impact of the HMNF acquisition, which resulted in earnings-per-share accretion, as well as disciplined expense management, and continued growth across lending, deposits, wealth management, and retirement services.

The following table sets forth the target financial metrics and performance weightings as approved by the Compensation Committee for use in calculating the 2025 STI Plan incentive payouts.

PERFORMANCE METRICS	THRESHOLD	TARGET	MAXIMUM	WEIGHT	ACTUAL PERFORMANCE	PAYOUT
2025 ANI	85% of budgeted 2025 ANI $44.643 million	2025 ANI per budget $52.521 million	115% of budgeted 2025 ANI $60.399 million	50%	$70.183 million	75%
Adjusted Total Revenue	85% of budgeted Adjusted Total Revenue $236.932 million	Adjusted Total Revenue per budget $278.743 million	115% of budgeted Adjusted Total Revenue $320.554 million	25%	$290.698 million	28.6%
Return on Equity	85% of budgeted Return on Equity 8.48%

SEC Form DEF 14A filed by Alerus Financial Corporation