Sec Form 4 Filing - Newman Randy L @ ALERUS FINANCIAL CORP - 2024-02-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Newman Randy L 2. Issuer Name and Ticker or Trading Symbol ALERUS FINANCIAL CORP [ ALRS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 401 DEMERS AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/27/2024 (Street) GRAND FORKS, ND58201 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common stock 02/27/2024 M 13,251 ( 1 ) A $ 0 ( 2 ) 205,572 ( 3 ) ( 4 ) D Common stock 156,705 I By trust ( 5 ) Common stock 339,765 I By trust ( 6 ) Common stock 2,000 I By spouse Common stock 94,655.7182 ( 7 ) I By the Alerus Financial Corporation Employee Stock Ownership Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 2 ) 02/27/2024 M 13,251 ( 1 ) ( 1 ) Common Stock 13,251 ( 1 ) $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Newman Randy L 401 DEMERS AVENUE GRAND FORKS, ND58201 X Signatures /s/ Nicholas Brenckman, by power of attorney 02/29/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Restricted stock units convert into common stock on a one-for-one basis. ( 3 )Total holdings have been adjusted to reflect an inadvertent error in prior Forms 4. ( 4 )Includes 1,814 shares held jointly with Mr. Newman's spouse. ( 5 )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. ( 6 )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. ( 7 )Reflects ESOP allocations that have occurred since the date of the reporting person's last ownership report.

Remarks: Exhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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