Alerus Financial : 2024 Proxy Statement

March 25, 2024 Notice of Annual Meeting of Stockholders	401 Demers Avenue Grand Forks, North Dakota 58201
TIME & DATE ACCESS Tuesday, May 7, 2024 1:30 p.m., Central Time Virtually athttps://web.lumiagm.com/288140204	RECORD DATE Tuesday, March 12, 2024

NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Alerus Financial Corporation (the "Company") will be conducted through virtual means only via live webcast. The annual meeting will take place on Tuesday, May 7, 2024, at 1:30 p.m., Central Time.

At the annual meeting, stockholders will be asked:

1

to elect the eight director nominees named in the accompanying proxy statement to serve on the board of directors of the Company;

2

to ratify the appointment of RSM US

LLP as the independent public accounting firm for the Company for the fiscal year ending

December 31, 2024; and

3

to transact such other business as may properly be brought before the annual meeting or any adjournments or postponements of the meeting.

Only stockholders of record as of the close of business on March 12, 2024 will be entitled to notice of, and to vote at, the annual meeting. If there are an insufficient number of votes for a quorum, the meeting may be adjourned or postponed to permit us to continue to solicit proxies.

We are using the Securities and Exchange Commission rule that allows us to furnish our proxy statement, Annual Report on Form 10-K for the year ended December 31, 2023, and proxy card to stockholders over the internet. This means our stockholders will receive only a notice containing instructions on how to access proxy materials over the internet. This proxy statement, our Annual Report on Form 10-K for the year ended December 31, 2023, and the proxy card are available at investors.alerus.com andhttp://www.astproxyportal.com/ast/19579/. If you receive the notice but would still like to request paper copies of the proxy materials, please follow the instructions on the notice. By delivering proxy materials electronically to our stockholders, we can reduce the costs of printing and mailing our proxy materials. This notice is first being mailed to stockholders, and we intend to provide access to the proxy materials to the stockholders of record, beginning on or about March 25, 2024.

Stockholders can participate in and vote during the annual meeting by visitinghttps://web.lumiagm.com/288140204and entering

(i) passcode: alerus2024; and (ii) the 11-digit control number found on the proxy card distributed to each stockholder entitled to vote as of the record date. Stockholders may also ask questions during the annual meeting by following the instructions available on the meeting website.

Grand Forks, North Dakota March 25, 2024

By Order of the Board of Directors

Katie A. Lorenson

President and Chief Executive Officer

YOUR VOTE IS VERY IMPORTANT. PLEASE EXERCISE YOUR STOCKHOLDER RIGHT TO VOTE, REGARDLESS OF

WHETHER YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING.

Table of Contents QuestionsandAnswers .............................................................................. Proposal1-ElectionofDirectors ..................................................................... CorporateGovernanceandtheBoardofDirectors ........................................................ ExecutiveCompensation ............................................................................. SecurityOwnershipofCertainBeneficialOwners ......................................................... CertainRelationshipsandRelatedPartyTransactions ..................................................... Proposal 2 - Ratification of the Appointment of RSM US LLP asourIndependentRegisteredPublicAccountingFirm .................................................... AuditCommitteeReport .............................................................................

3 7 13 22 27 28 30 32

ALERUS FINANCIAL CORPORATION PROXY STATEMENT

Annual Meeting of Stockholders

May 7, 2024

This proxy statement (this "Proxy Statement") is furnished in connection with the solicitation by the board of directors (the "Board") of Alerus Financial Corporation (the "Company") of proxies to be voted at the annual meeting of stockholders (the "Annual Meeting") to be held virtually on Tuesday, May 7, 2024, at 1:30 p.m. (Central Time), and at any adjournments or postponements of the Annual Meeting. A complete list of the stockholders entitled to vote at the Annual Meeting will be available for inspection upon request of any stockholder, for a purpose germane to the Annual Meeting, at the Company's principal executive offices, located at 401 Demers Avenue, Grand Forks, North Dakota 58201, during the ten days prior to the meeting, during ordinary business hours, and during the meeting. We are holding the Annual Meeting virtually. As always, we encourage you to vote your shares prior to the Annual Meeting.

The Company is a Delaware corporation headquartered in Grand Forks, North Dakota. The Company is a registered financial holding company, which owns all the issued and outstanding capital stock of Alerus Financial, National Association, a national banking association with its main office also located in Grand Forks, North Dakota (the "Bank").

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 7,2024:

We are using the Securities and Exchange Commission ("SEC") rule that allows us to furnish our Proxy Statement, Annual Report on Form 10-K for the year ended December 31, 2023 and proxy card to stockholders over the internet. This means our stockholders will receive only a notice containing instructions on how to access proxy materials over the internet. If you receive the notice but would still like to request paper copies of the proxy materials, please follow the instructions on the notice. This Proxy Statement and the accompanying proxy card are first being made available to stockholders on or about March 25, 2024.

Our Proxy Statement and 2023 Annual Report on Form 10-K are available online at investors.alerus.com and athttp://www.astproxyportal.com/ast/19579/.

Questions and Answers

The following is information regarding the Annual Meeting and voting process, presented in a question and answer format.

Why did I receive a notice regarding the internet availability of proxy materials instead of paper copies of the proxy materials?

We are using the SEC's notice and access rule that allows us to furnish our proxy materials over the internet to our stockholders instead of mailing paper copies of those materials to each stockholder. As a result, beginning on or about March 25, 2024, we sent our stockholders by mail a notice containing instructions on how to access our proxy materials over the internet and vote. This notice is not a proxy card and cannot be used to vote your shares. If you received a notice this year, you will not receive paper copies of the proxy materials unless you request paper copies of the proxy materials by following the instructions on the notice.

Why are we holding a virtual meeting instead of a physical meeting?

Our Board determined that it would be in the best interests of our stockholders for the Company to hold the Annual Meeting virtually rather than in person. We believe that hosting a virtual meeting will enable more of our stockholders to attend the meeting because it will allow our stockholders to participate from any location around the world with internet access.

How do I virtually attend the Annual Meeting?

The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by live webcast. You are entitled to participate in the Annual Meeting only if you were a stockholder of record as of the record date for the Annual Meeting, March 12, 2024 (the "Record Date"), or if you hold a valid proxy for the Annual Meeting. There is no physical location for the Annual Meeting. You will be able to attend the Annual Meeting online, vote and submit your questions during the meeting by visitinghttps://web.lumiagm.com/288140204and entering (i) the passcode alerus2024; and (ii) the 11-digit control number found on the proxy card distributed to each stockholder as of the Record Date. If you are not a stockholder of record but hold shares as a beneficial owner in street name, you should follow the instructions for attending the Annual Meeting provided by your broker or other fiduciary. If you do not comply with the procedures outlined above, you will not be admitted to the virtual Annual Meeting. Online check-in will start shortly before the meeting, which will begin promptly at 1:30 p.m. central time on May 7, 2024. The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong internet connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting. A technical support number will be made available on the webpage during check-in for stockholders who experience technical difficulties accessing the virtual Annual Meeting. A complete list of the stockholders entitled to vote at the Annual Meeting will be made available for inspection by clicking the designated stockholder list link that will appear on your screen. The stockholder list may be accessed at any time during the meeting or any adjournment.

How do I ask questions at the Annual Meeting?

In order to submit a question at the Annual Meeting, you will need to log intohttps://web.lumiagm.com/288140204and enter (i) the passcode: alerus2024; and (ii) the 11-digit control number found on the proxy card distributed to each record stockholder. If you would like to ask a question during the meeting, you can type in your question in the "ask a question" text box that will appear on your screen and click "submit". We encourage you to submit any questions as soon as possible to ensure your question is received.

Why did I receive access to this Proxy Statement and proxy card?

We have made the proxy materials available to you over the internet because, on the Record Date, you owned shares of the Company's common stock, $1.00 par value per share (the "Common Stock"). This Proxy Statement describes the matters that will be presented for consideration by the stockholders at the Annual Meeting. It also gives you information concerning the matters to assist you in making an informed decision.

The Board is asking you to give us your proxy. Giving us your proxy means that you authorize another person or persons to vote your shares of Common Stock at the Annual Meeting in the manner you direct. If you vote using one of the methods described herein, you appoint the proxy holder as your representative at the meeting, who will vote your shares as you instruct, thereby assuring that your shares will be voted whether or not you attend the meeting. Even if you plan to attend the meeting, you should complete, sign and return your proxy card, or vote by internet or telephone, in advance of the meeting, just in case your plans change. If you have signed and returned the proxy card, or voted by internet or telephone, and an issue comes up for a vote at the meeting that is not identified in this Proxy Statement or on the proxy card, the proxy holder will vote your shares, pursuant to your proxy, in accordance with his or her judgment.

What matters will be voted on at the Annual Meeting?

You are being asked to vote on: (1) the election of the eight director nominees named in this Proxy Statement to serve on the Board; and (2) the ratification of the appointment of RSM US LLP ("RSM") as our independent public accounting firm for the 2024 fiscal year.

What are the Board's voting recommendations?

The Board recommends that you vote your shares "FOR" the election of each of the eight director nominees named in this Proxy Statement and "FOR" the ratification of RSM as our independent public accounting firm for the 2024 fiscal year.

How do I vote?

Stockholders of Record. If you are a stockholder of record (that is, if your shares are registered in your own name with our transfer agent), you may vote using the enclosed proxy card. Voting instructions are provided on the proxy card contained in the proxy materials.

Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name (that is, if you hold your shares through a bank, broker or other holder of record), you must provide your voting instructions in accordance with the voting instruction form provided by your bank, broker or other holder of record, who will then vote your shares on your behalf. The availability of telephone or internet voting will depend upon your bank's, broker's, or other holder of record's voting process.

Although you may vote by mail, we ask that you vote instead by internet or telephone, which saves us postage and processing costs. You may vote by telephone by calling the toll-free number specified on your proxy card or vote by internet by accessing the website specified on your proxy card and by following the preprinted instructions on the proxy card. If you submit your vote by telephone or internet, you may incur costs, such as cable telephone and internet access charges. Votes submitted by telephone or internet must be received by 11:59 p.m., Eastern Time, on Monday, May 6, 2024. The giving of a proxy by either of these means will not affect your right to vote in person if you decide to attend the meeting.

You may also vote online during your attendance at the virtual Annual Meeting using the 11-digit control number found on the proxy card.

Please note that if your shares are held in the name of a broker or other fiduciary (i.e., in street name), you will need to follow the instructions provided by your broker or other fiduciary to vote your shares electronically during the virtual Annual Meeting. Even if you plan to attend the virtual Annual Meeting, you should complete, sign and return your proxy card, or vote by telephone or internet, in advance of the Annual Meeting just in case your plans change.

What happens if I do not give specific voting instructions?

Stockholders of Record. If you are a stockholder of record and you: (i) indicate when voting on the internet or by telephone that you wish to vote as recommended by the Board; or (ii) sign and return a proxy card without giving specific voting instructions; then the persons named as proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their judgment with respect to any other matters properly presented for a vote at the Annual Meeting.

Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the bank, broker or other holder of record that holds your shares with specific voting instructions, then, under applicable rules, the bank, broker or other holder of record that holds your shares may generally vote on "routine" matters but cannot vote on "non-routine" matters. If the bank, broker or other holder of record that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that bank, broker or other holder of record will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a "broker non-vote."

At the meeting, the election of directors is considered a non-routine matter, but the ratification of the appointment of our independent registered public accounting firm is considered a routine matter. This means that, if you hold your shares in street name and do not instruct the bank, broker or other holder of record that holds your shares with specific voting instructions, then the bank broker or other holder of record that holds your shares will not have the authority to vote on the election of directors, but will have the authority to vote on the ratification of the appointment of our independent registered public accounting firm.

What should I do if some or all of my shares are held by the Company's Employee Stock Ownership Plan?

If you hold shares of Common Stock as a participant in the Alerus Financial Corporation Employee Stock Ownership Plan (the "ESOP"), you will be receiving this Proxy Statement, together with a confidential voting instruction form, from the trustee of the ESOP (the "Trustee"). You should submit your confidential voting instruction form directly to the Trustee, who will vote the shares allocated to you in accordance with your direction. If no voting instructions are received by the Trustee with respect to the shares allocated to you, the Trustee will vote such shares in a manner that is consistent with and proportionate to the voting instructions received from those ESOP participants and beneficiaries who did provide voting direction to the Trustee. If you have any questions regarding these procedures, you should contact the Trustee directly.

If you hold shares of Common Stock as a participant in the ESOP and shares of Common Stock outside of the ESOP, you should submit to the Trustee a confidential voting instruction form with respect to the shares held through the ESOP, and also submit a proxy to the Company for the shares held outside the ESOP.

What if I change my mind after I return my proxy?

If you hold your shares in your own name, you may revoke your proxy and change your vote at any time before the polls close at the Annual Meeting. You may do this by:

•  signing another proxy card with a later date and returning that proxy card to Equiniti Trust Company, LLC, 55 Challenger Road, 2nd Floor, Ridgefield Park, New Jersey 07660;

•  timely submitting another proxy via telephone or internet; or

•  voting in person at the virtual Annual Meeting.

If you hold your shares in the name of your broker or the ESOP, and desire to change your vote, you will need to contact your broker or the Trustee to do so.

What is the quorum for each matter?

The holders of shares of stock having a majority of the votes that could be cast by the holders of all outstanding shares of stock entitled to vote at the Annual Meeting as of the Record Date must be present in person or by proxy at the Annual Meeting in order to hold the Annual Meeting and conduct business. Virtual attendance at the Annual Meeting constitutes presence "in person" for purposes of determining a quorum at the Annual Meeting. Shares are counted as present at the meeting if the stockholder either:

 is present and votes in person at the meeting; or  has properly submitted a signed proxy card or other proxy, including voting by telephone or internet.

On the Record Date there were 19,885,905 shares of Common Stock issued and outstanding, which is the only class of voting stock of the Company outstanding. Therefore, at least 9,942,953 shares need to be represented in order to constitute a quorum. Broker non-votes will count for purposes of determining whether or not a quorum is present since a routine matter (the ratification of the appointment of our independent registered public accounting firm) is on the proxy ballot. Similarly, abstentions will be considered in determining the presence of a quorum. Only the holders of record of Common Stock at the close of business on the Record Date are entitled to receive notice of the Annual Meeting and to vote on such matters as may come before the Annual Meeting. Each share of Common Stock is entitled to one vote per share of Common Stock.

What happens if a director nominee is unable to stand for election?

The Board may, by resolution, provide for a lesser number of directors or designate a substitute nominee. In the latter case, shares represented by proxies may be voted for a substitute nominee. You cannot vote for more than eight director nominees. The Board has no reason to believe any nominee will be unable to stand for election.

How many votes may I cast?

You are entitled to cast one vote for each share of Common Stock you owned on the Record Date. The proxy card included with this Proxy Statement indicates the number of shares owned by an account attributable to you. Stockholders do not have cumulative voting rights with respect to the election of directors.

How many votes are needed for each proposal?

On Proposal 1 (Election of Directors), the eight individuals receiving the highest number of votes cast "FOR" their election will be elected as directors of the Company. In an uncontested election, all director nominees will be elected if they receive at least one vote "FOR" their election. Abstentions, votes to "withhold," and broker non-votes, if any, will not affect the outcome of the election.

Proposal 2 (Ratification of RSM) must receive the affirmative vote of the majority of shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions will have the same legal effect as a vote "against" this proposal, while broker non-votes, because they will not be counted as entitled to vote, will not affect the voting on this proposal.

Unless otherwise provided by law, or by the Third Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") or the Second Amended and Restated Bylaws of the Company (the "Bylaws"), any other matter properly brought before the Annual Meeting or any adjournment thereof shall be decided by the affirmative vote of the majority of shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions will have the same legal effect as a vote "against" these matters, while broker non-votes, because they will not be counted as entitled to vote, will not affect the voting on such matters.

Who bears the cost of soliciting proxies?

The Company will bear the cost of soliciting proxies. In addition to solicitations by mail, officers, directors or employees of the Company or its subsidiary may solicit proxies in person or by telephone. These persons will not receive any special or additional compensation for soliciting proxies. We have engaged Broadridge Financial Solutions to assist in the delivery of proxy materials and to establish and operate online and telephonic voting platforms and processes. We may also reimburse brokerage houses and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders.

Where do I find the voting results of the meeting?

If available, we will announce voting results at the Annual Meeting. The voting results will also be disclosed in a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting.

How can multiple stockholders sharing the same address request to receive only one notice or one set of proxy materials and other investor communications?

You may elect to receive future notices and proxy materials, as well as other investor communications, in a single package per address. This practice, known as "householding," is designed to reduce our paper use and printing and postage costs. To make this election, please indicate on your proxy card under "Householding Election" your consent to receive such communications in a single package per address. Once we receive your consent, we will send a single package per household going forward, until you revoke your consent or request separate copies of our proxy materials by contacting the Company's Secretary at 401 Demers Avenue, Grand Forks, North Dakota 58201 or [phone]. We will start sending you individual copies of proxy materials and other investor communications following receipt of your revocation.

GENERAL

The Company has one class of directors. Our directors serve for one-year terms or until their successors are elected and qualified. The Company's current Certificate of Incorporation provides that the Board will consist of a maximum of twelve persons and a minimum of five persons, and the Company's current Bylaws provide that the number of directors may be fixed from time to time by the Board within the range set by the Certificate of Incorporation. By resolutions adopted by the Board, the number of directors of the Board will be fixed at eight, effective as of the date of the Annual Meeting.

The Board, acting upon the recommendation of the Nominating and Corporate Governance Committee, has nominated the following eight director nominees for election at the Annual Meeting, each to hold office for a one-year term expiring at the annual meeting of stockholders in 2024 or until a successor is elected and qualified: Daniel E. Coughlin, Katie A. Lorenson, Randy L. Newman, Janet O. Estep, Galen G. Vetter, Mary E. Zimmer, John Uribe and Nikki L. Sorum. All of the director nominees are currently serving on the Board. Kevin D. Lemke, a director since 1994, has made the decision not to stand for reelection, and to step down from his board position effective as of the date of the Annual Meeting. Mr. Lemke's decision not to stand for reelection did not result from a disagreement with the Company on any matter relating the Company's operations, policies or practices. Additionally, on February 14, 2024, Michael S. Mathews, a director since 2019, stepped down from his Board position. Mr. Mathews informed the Company that his decision to resign was to avoid any appearance of a conflict of interest given his new role at an investment banking organization owned by a regional banking organization.

Accordingly, the Board did not nominate Mr. Lemke or Mr. Mathews for election at the Annual Meeting. As a result, Mr. Mathews directorship ended on February 14, 2024 and Mr. Lemke's directorship will end at the Annual Meeting. We thank them both for their service. The Board also decreased the size of the Board to eight members effective at the Annual Meeting. Proxies cannot be voted for more than eight director nominees.

All of the director nominees have consented to serve. If for any reason any nominee becomes unavailable for election, the Board may designate a substitute nominee, in which event the shares represented by proxies properly returned to the Company will be voted for the substitute nominee, unless an instruction to the contrary is indicated on the proxy card.

The eight individuals receiving the highest number of votes cast "FOR" their election will be elected as directors of the Company. In an uncontested election, all director nominees will be elected if they receive at least one vote "FOR" their election. Abstentions and broker non-votes, if any, will not affect the outcome of the election.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" EACH OF

THE NOMINEES FOR DIRECTOR.

INFORMATION ABOUT THE DIRECTOR NOMINEES

The following table sets forth information as of the date of this Proxy Statement regarding the nominees for election.

Nominees

Daniel E. Coughlin

Director, Executive Chairman

Age: 61

Director since: 2016 Committees:

•  Compensation

•  Audit

Mr. Coughlin, a director of the Company since 2016, served as the Managing Director and Co-Head of the Financial Services Practice at Raymond James & Associates from 2011 until his retirement in 2014.

•  Beginning in 2001, Mr. Coughlin served as Chairman and CEO of Howe Barnes Hoefer & Arnett prior to its 2011 merger with Raymond James and served eight additional years with Howe Barnes Hoefer & Arnett in various capacities.

•  Mr. Coughlin also spent seven years with the Federal Reserve Bank of Chicago, where he assessed the competitive implications of bank mergers and acquisitions.

•  As an industry veteran with over 40 years of financial services experience, Mr. Coughlin hasknowledge and experience in areas such as strategic planning, risk management, mergers, and acquisitions, and capital formation.

Katie A. Lorenson

Director, President and Chief Executive Officer

Age: 43

Director since: 2021

Ms. Lorenson serves as the President and Chief Executive Officer of the Company after being named to those positions in 2021. Ms. Lorenson joined the Company as Executive Vice President and Chief Financial Officer in December 2017 and assumed leadership over the Company's retirement, wealth management, mortgage and banking product areas in 2020.

 Ms. Lorenson is a seasoned executive with extensive experience overseeing financial service organizations and product and services management, most recently serving as Chief Financial Officer at MidWestOne Financial Group, Inc.



Ms. Lorenson previously served as Chief Financial Officer for Central Bancshares, Inc. which was acquired by MidWestOne Financial Group, Inc. in 2015. Prior to these roles, Ms. Lorenson served as Manager on the Financial Institutions Team for RSM (formerly, McGladrey & Pullen).