Alerus Financial Corp. Announces Board Changes and Officer Appointments

TL;DR

Alerus Financial (ALRS) shakes up its board and exec team, plus asset deal news.

AI Summary

Alerus Financial Corporation (ALRS) announced on October 9, 2024, the departure of Director Michael J. Ruzek and the election of new director David J. Ruzek. The company also reported the appointment of new officers and changes to compensatory arrangements. This filing also includes information regarding the completion of an acquisition or disposition of assets and Regulation FD disclosures.

Why It Matters

Changes in board composition and executive appointments can signal shifts in company strategy or governance, potentially impacting future performance and investor confidence.

Risk Assessment

Risk Level: medium — The filing details significant corporate governance changes including director departures and new appointments, alongside potential asset transactions, which carry inherent risks.

Key Players & Entities

• Alerus Financial Corporation (company) — Registrant
• Michael J. Ruzek (person) — Departing Director
• David J. Ruzek (person) — Newly Elected Director
• October 9, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $1.00 — ge on which registered Common Stock , $1.00 par value per share ALRS The Nasdaq

Filing Documents

• alrs20241008_8k.htm (8-K) — 35KB
• ex_731047.htm (EX-99.1) — 16KB
• pic1.jpg (GRAPHIC) — 7KB
• 0001437749-24-030957.txt ( ) — 202KB
• alrs-20241009.xsd (EX-101.SCH) — 3KB
• alrs-20241009_def.xml (EX-101.DEF) — 12KB
• alrs-20241009_lab.xml (EX-101.LAB) — 15KB
• alrs-20241009_pre.xml (EX-101.PRE) — 12KB
• alrs20241008_8k_htm.xml (XML) — 3KB

01. Completion of acquisition or disposition of assets

Item 2.01. Completion of acquisition or disposition of assets. On October 9, 2024, Alerus Financial Corporation, a Delaware corporation (the "Company"), completed its previously announced acquisition (the "Merger") of HMN Financial, Inc. ("HMNF"), pursuant to the Agreement and Plan of Merger, dated May 14, 2024 (the "Merger Agreement"). At the effective time of the Merger on October 9, 2024 (the "Effective Time"), HMNF merged with and into the Company, with the Company surviving the Merger. Immediately following the Merger, Home Federal Savings Bank, a federal savings bank headquartered in Rochester, Minnesota, and a wholly-owned subsidiary of HMNF, merged with and into Alerus Financial, National Association (the "Bank"), a national banking association headquartered in Grand Forks, North Dakota, and a wholly-owned subsidiary of the Company, with the Bank continuing as the surviving bank. Pursuant to the terms of the Merger Agreement, as of the Effective Time, each outstanding share of HMNF common stock was automatically converted as a result of the Merger into the right to receive 1.25 shares (the "Exchange Ratio") of the Company's common stock, with cash to be paid in lieu of fractional shares. Each outstanding share of the Company's common stock remains outstanding and was unaffected by the Merger. Following the closing of the Merger, the shares of HMNF common stock, which were previously listed on the Nasdaq Capital Market under the symbol "HMNF," will no longer be listed on the Nasdaq Capital Market. The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, attached as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on May 15, 2024, and incorporated herein by reference. Item 5.02. Departure of directors or certain officers; election of directors

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 9, 2024, the Company issued a press release announcing the completion of the Merger and the appointment of Mr. Bolton to the Board. A copy of the press release is attached to this report as Exhibit 99.1, which is incorporated herein by reference. The information furnished pursuant to this Item and the related exhibit are being "furnished" and will not, except to the extent required by applicable law or regulation, be deemed "filed" by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses acquired. The financial statements required by this Item 9.01(a) will be filed by an amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. (b) Pro forma financial information. The unaudited pro forma financial statements required by this Item 9.01(b) will be filed by an amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. (d) Exhibits Exhibit No. Description 10.1 Agreement and Plan of Merger, by and between Alerus Financial Corporation and HMN Financial, Inc., dated May 14, 2024* (incorporated herein by reference to Exhibit 2.1 on Form 8-K filed on May 15, 2024). 99.1 Press Release of Alerus Financial Corporation, dated October 9, 2024. 104 Cover Page Interactive Data File (embedded within the inline XBRL document). * The Company has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b) of Regulation S-K. The Company will furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 9, 2024 Alerus Financial Corporation By: /s/ Katie A. Lorenson Name: Katie A. Lorenson Title: President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR