Lorenson Katie A 4

What Happened

• Katie A. Lorenson, President & CEO and a director of Alerus Financial Corp. (ALRS), had 5,572 restricted stock units (RSUs) convert into common shares upon vesting on Feb 21, 2026.
• Of the 5,572 vested shares, 2,025 shares were withheld to satisfy tax withholding at $25.45 per share, totaling $51,536. The net shares delivered to Ms. Lorenson were 3,547 (5,572 - 2,025).
• This was not an open-market purchase or sale by the insider but the routine vesting/conversion of an award (derivative conversion and tax withholding).

Key Details

• Transaction dates: RSUs vested/conversion reported on 2026-02-21; tax withholding recorded 2026-02-23. Form 4 filed 2026-02-24 (timely).
• Prices/values: Tax withholding price = $25.45/share; withholding value = $51,536. The conversion of RSUs was one-for-one into common stock.
• Shares owned after transaction: filing notes include 3,263 shares of restricted stock and 11,626 shares held jointly with Ms. Lorenson’s spouse (see footnotes in filing).
• Footnotes: RSUs were granted Feb 21, 2023 and vested Feb 21, 2026; RSUs convert one-for-one into common stock; shares were withheld upon vesting to pay tax liability; ESOP allocations since last report are reflected.
• Transaction codes: M = exercise/conversion of a derivative (RSU conversion); F = payment of exercise price or tax withholding. This filing shows conversion and withholding, not a market sale.

Context

• These entries reflect an award vesting and the common practice of withholding shares to cover taxes — not an insider buying or selling stock in the open market. Such vesting is routine compensation and does not by itself signal a buying decision.
• No 10b5-1 plan, gift, or open-market sale is indicated in this filing. The Form 4 appears to have been filed within the required reporting window.