Villalon Alan 4

4 · ALERUS FINANCIAL CORP · Filed Mar 2, 2026

AI-generated summary of this filing

Updated Mar 3, 2026

ALERUS (ALRS) CFO Alan Villalon Exercises RSUs and Receives New RSU Award

What Happened

Alan Villalon, Chief Financial Officer of Alerus Financial Corp (ALRS), had 3,217 vested performance-based restricted stock units convert into common stock on Feb 26, 2026 (exercise/conversion reported at $0). The same filing also records a simultaneous disposition of 3,217 derivative units (reported at $0); the report does not specify the reason for that disposition. Additionally, Villalon was granted 7,246 restricted stock units on the same date (reported as an award at $0).

Key Details

Transaction date: February 26, 2026.
Conversions/Exercises: 3,217 shares converted from vested performance RSUs @ $0 per share (total $0 reported).
Disposition: 3,217 derivative units disposed @ $0 per share (reported as a derivative disposition; reason not specified in the filing).
Grant: 7,246 restricted stock units awarded @ $0 per unit (total $0 reported).
Shares owned after transaction: Not disclosed in the provided filing excerpt.
Notable footnotes:
- The 3,217 shares come from a 2,872 performance-RSU grant made Feb 21, 2023, certified at 112% payout by the Compensation Committee (2,872 × 112% ≈ 3,217). (F1, F2)
- The 7,246 RSU award includes 2,898 time‑based RSUs and 4,348 performance‑based RSUs. (F4)
- Time-based RSUs vest on Feb 26, 2029; performance RSUs vest upon committee certification of relative cumulative EPS and ROE goals (no later than Mar 15, 2029). Payouts for performance RSUs may range from 0% to 150% of target based on achievement. (F5)
- The filing shows $0 consideration for the reported conversions and awards (routine compensation/vesting activity rather than open‑market trades).

Context

These entries reflect compensation plan activity (RSU conversion/vesting and new RSU grants), not open‑market purchases or sales by the insider. Such award conversions and grants are common for executive compensation and do not, on their own, indicate a buy/sell signal.
For clarity: a conversion/exercise of RSUs means the restricted units vested and were converted into shares; the filing’s simultaneous disposition of the same number of derivative units is recorded but not explained in the excerpt (commonly such dispositions can reflect withholding or settlement mechanics, but the filing does not specify).
No late‑filing flag was indicated in the provided information.

Form 4

Period: 2026-02-26

EVP & Chief Financial Officer

Transactions

Exercise/Conversion
Common Stock
[F1][F2]
2026-02-26+3,217→ 15,719 total
Exercise/Conversion
Restricted Stock Units
[F2][F1]
2026-02-26−3,217→ 0 total
→ Common Stock (3,217 underlying)
Award
Restricted Stock Units
[F2][F4][F5]
2026-02-26+7,246→ 7,246 total
→ Common Stock (7,246 underlying)

Holdings

Common Stock
[F3]
(indirect: By the Alerus Financial Corporation Employee Stock Ownership Program)
775.366

Footnotes (5)

[F1]On February 21, 2023, the reporting person was granted 2,872 performance-based restricted stock units, vesting upon Alerus Financial Corporation Compensation Committee certification of established total net income goals. The payout could be increased to 150% of target or reduced to 0% based on achievement of the applicable metric. The Alerus Financial Corporation Compensation Committee certified the payout at 112% and the performance-based restricted stock units vested on February 26, 2026.
[F2]Restricted stock units convert into common stock on a one-for-one basis.
[F3]Reflects ESOP allocations that have occurred since the date of the reporting person's last ownership report.
[F4]Includes 2,898 restricted stock units that have time-based vesting components. Includes 4,348 restricted stock units that have performance-based vesting components.
[F5]The time-based restricted stock units vest on February 26, 2029. The performance-based restricted stock units vest upon Alerus Financial Corporation Compensation Committee certification of certain relative cumulative EPS and ROE performance period goals, provided that such certification date occurs no later than March 15, 2029. The payout for performance-based restricted stock units could be increased to 150% of target or reduced to 0% based on achievement of the applicable metrics.

Signature

/s/ Nicholas Brenckman, by power of attorney|2026-03-02

1 file