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United States

Securities And Exchange Commission
Washington, DC 20549

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FORM 8-K

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Current Report Pursuant to
Section 13 or 15(d) of the
Securities Exchange Act of 1934

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Date of report (Date of earliest event reported): December 12, 2023

Alerus Financial Corporation
(Exact Name of Registrant as Specified in Charter)

401 Demers Avenue
Grand Forks, North Dakota 58201
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (701) 795-3200

N/A
(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 8.01.Other Events.

Dividend Declaration

On December 14, 2023, Alerus Financial Corporation (the “Company”) announced that its Board of Directors (the “Board”) declared a cash dividend of $0.19 per share of its common stock. The dividend is payable on January 12, 2024, to stockholders of record on December 27, 2023.  A copy of the press release announcing the dividend is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Stock Repurchase Program

On December 12, 2023, the Board approved a new stock repurchase program (the “New Stock Repurchase Program”) which authorizes the Company to repurchase up to 1,000,000 shares of its common stock, subject to certain limitations and conditions. This New Stock Repurchase Program will become effective on February 18, 2024, and will expire on February 18, 2027. On February 18, 2024, the New Stock Repurchase Program will replace and supersede the Company’s existing stock repurchase program which was originally announced on February 22, 2021 (the “Prior Stock Repurchase Program”), which authorized the Company to repurchase up to 770,000 shares of its common stock. Under the Prior Stock Repurchase Program approximately 413,526 shares of Company common stock remained authorized for repurchase as of December 13, 2023. The Prior Stock Repurchase Program was originally scheduled to expire on February 18, 2024. A copy of the Company’s press release announcing the New Stock Repurchase Program is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Under the New Stock Repurchase Program, the Company may repurchase shares of its common stock from time to time in open market transactions in accordance with the limitations set forth in Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable legal requirements. Repurchases may also be made pursuant to a trading plan under Rule 10b5-1 of the Exchange Act, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so because of self-imposed trading blackout periods or other regulatory restrictions.

The New Stock Repurchase Program does not obligate the Company to repurchase any shares of its common stock and there is no assurance that the Company will do so.  The extent to which the Company repurchases its shares of common stock, and the timing of such repurchases, will depend upon a variety of factors, including general market and economic conditions, regulatory requirements, availability of funds, and other relevant considerations, as determined by the Company. The Company may, in its discretion, begin, suspend, or terminate repurchases at any time prior to the New Stock Repurchase Program’s expiration, without any prior notice.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

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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.

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