0001104659-24-029363.txt : 20240229 0001104659-24-029363.hdr.sgml : 20240229 20240229160807 ACCESSION NUMBER: 0001104659-24-029363 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240227 FILED AS OF DATE: 20240229 DATE AS OF CHANGE: 20240229 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Newman Randy L CENTRAL INDEX KEY: 0001786850 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39036 FILM NUMBER: 24703638 MAIL ADDRESS: STREET 1: 401 DEMERS AVENUE CITY: GRAND FORKS STATE: ND ZIP: 58201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALERUS FINANCIAL CORP CENTRAL INDEX KEY: 0000903419 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] ORGANIZATION NAME: 02 Finance IRS NUMBER: 450375407 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 401 DEMERS AVE CITY: GRAND FORKS STATE: ND ZIP: 58201 BUSINESS PHONE: 7017953200 MAIL ADDRESS: STREET 1: PO BOX 6001 STREET 2: 401 DEMERS AVE CITY: GRAND FORKS STATE: ND ZIP: 58206-6001 FORMER COMPANY: FORMER CONFORMED NAME: FIRST NATIONAL CORP NORTH DAKOTA DATE OF NAME CHANGE: 19980312 4 1 tm245214-25_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-02-27 0 0000903419 ALERUS FINANCIAL CORP ALRS 0001786850 Newman Randy L 401 DEMERS AVENUE GRAND FORKS ND 58201 1 0 0 0 0 Common stock 2024-02-27 4 M 0 13251 0 A 205572 D Common stock 156705 I By trust Common stock 339765 I By trust Common stock 2000 I By spouse Common stock 94655.7182 I By the Alerus Financial Corporation Employee Stock Ownership Plan Restricted Stock Units 2024-02-27 4 M 0 13251 0.00 D Common Stock 13251 0 D On February 17, 2021, Mr. Newman was granted 8,834 performance-based restricted stock units, vesting no later than March 15, 2024, so long as Alerus Financial Corporation meets certain cumulative net income goals.The payout could be increased to 150% of target or reduced to 0% based on achievement of the applicable metrics. The Alerus Financial Corporation Compensation Committee certified the payout at 150% and the performance-based restricted stock units vested on February 27, 2024. Restricted stock units convert into common stock on a one-for-one basis. Total holdings have been adjusted to reflect an inadvertent error in prior Forms 4. Includes 1,814 shares held jointly with Mr. Newman's spouse. Reflects a correction in form of ownership of 156,705 shares from direct to indirect through the Anita D. Newman Revocable Living Trust under agreement dated August 27, 2015, which was inadvertently incorrectly disclosed on previous filings. Mr. Newman's sposue is the trustee of this trust. Reflects change in form of ownership on October 1, 2021 of 339,765 shares from direct to indirect through transfer of shares to the Anita D. Newman 2021 GST Trust. Mr. Newman is a beneficiary and a trustee of this trust, and possesses sole voting and investment power with respect to these shares. Reflects ESOP allocations that have occurred since the date of the reporting person's last ownership report. Exhibit 24 - Power of Attorney /s/ Nicholas Brenckman, by power of attorney 2024-02-29 EX-24 2 tm245214d25_ex-24.htm EXHIBIT 24

Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Nick Brenckman, Meredith Blee and Kelsey Tosheff, each with full power and authority to act alone, as the undersigned’s true and lawful attorney-in-fact to:

(1) prepare, execute for and on behalf of the undersigned, and submit to the United States Securities and Exchange Commission (the “Commission”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the Commission of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any rule or regulation of the Commission;

(2) execute for and on behalf of the undersigned, in the undersigned’s capacity as a reporting person of Alerus Financial Corporation (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Exchange Act and the rules thereunder, or Forms 144 pursuant to the Exchange Act;

(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, 5, or Form 144 including any amendment or amendments thereto and file such form with the Commission and the applicable stock exchange or similar authority;

(4) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to each of the undersigned’s attorneys-in-fact appointed by this Power of Attorney and approves and ratifies any such release of information; and

(5) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by any of such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys-in-fact may approve in his or her discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to act separately and to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

The undersigned agrees to hold the attorneys-in-fact, or either one of them, jointly and severally, free and harmless from any and all loss, damage or liability that they, or either one of them, may sustain as a result of any action taken in good faith hereunder and not due to the attorney-in-fact’s own negligence, misconduct or bad faith.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of September 29, 2023.

Signature:	/s/ Randy Newman
Name:	Randy Newman