Form 8-K

8-K — ALERUS FINANCIAL CORP

Accession: 0001437749-26-013893

Filed: 2026-04-29

Period: 2026-04-29

CIK: 0000903419

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — alrs20260305_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_929304.htm)

EX-99.2 — EXHIBIT 99.2 (ex_929305.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: alrs20260305_8k.htm · Sequence: 1

alrs20260305_8k.htm

false

0000903419

2026-04-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 29, 2026

Alerus Financial Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware

001-39036

45-0375407

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

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:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, $1.00 par value per share

ALRS

The Nasdaq Stock Market LLC

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On April 29, 2026, Alerus Financial Corporation (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2026. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The information in Item 2.02 of this Current Report on Form 8-K, and the related Exhibit 99.1, attached hereto is 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 otherwise subject to the liabilities of that section, nor will any of such information or exhibits be deemed incorporated by reference to 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.

Item 7.01. Regulation FD Disclosure.

On April 29, 2026, the Company posted a presentation to the Company’s investor relations website, located at investors.alerus.com. The presentation is also attached hereto as Exhibit 99.2.

The information in Item 7.01 of this Current Report on Form 8-K, and the related Exhibit 99.2, attached hereto is 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 Exchange Act, or otherwise subject to the liabilities of that section, nor will any of such information or exhibits be deemed incorporated by reference to 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release of Alerus Financial Corporation, dated April 29, 2026

99.2

Investor Presentation of Alerus Financial Corporation

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: April 29, 2026

Alerus Financial Corporation

By:

/s/ Katie A. Lorenson

Name:

Katie A. Lorenson

Title:

President and Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_929304.htm · Sequence: 2

ex_929304.htm

Exhibit 99.1

Alan A. Villalon, Chief Financial Officer

952.417.3733 (Office)

FOR RELEASE (4.29.2026)

ALERUS FINANCIAL CORPORATION REPORTS

First QUARTER 2026 NET INCOME OF $23.0 MILLION

MINNEAPOLIS, MN (April 29, 2026) – Alerus Financial Corporation (Nasdaq: ALRS), or the Company, reported net income of $23.0 million for the first quarter of 2026, or $0.89 per diluted common share, compared to a net loss of $33.1 million, or $(1.27) per diluted common share, for the fourth quarter of 2025, and net income of $13.3 million, or $0.52 per diluted common share, for the first quarter of 2025.

CEO Comments

President and Chief Executive Officer Katie O'Neill Lorenson said, “We are pleased with the strong start to 2026, as our first quarter results reflect continued execution of our long-term strategy and the tangible benefits of the transformation we have undertaken over the past several years. Net income for the quarter was $23.0 million, translating to a return on average assets of 1.79% and a return on average tangible common equity exceeding 21%, demonstrating the earnings power of our diversified business model. Profitability continued to improve during the quarter, driven by disciplined balance-sheet management, expanding margins, improving credit performance, and focused investments across the franchise.

Our performance underscores the resilience and sustainability of our earnings profile. Core relationship-based commercial and industrial lending continued to grow at a double-digit rate year-over-year, while intentional runoff reflected proactive risk and capital management. Our diversified fee-based businesses again provided stability, with noninterest income representing over 40% of total revenue, supported by steady retirement and benefit services revenues, continued growth in Health Savings Accounts, and ongoing investment in wealth advisory services leadership and talent. Asset quality also improved during the quarter, with declines in nonperforming assets reflecting meaningful progress on previously identified credits.

Most importantly, these results are a testament to the exceptional team we have built at Alerus and the constant execution of our strategy of our value creation strategy. Together, our discipline, collaboration, and commitment to doing the right thing for our clients and communities continues to translate into consistent performance, strengthening returns, and a balanced business model we believe is well positioned to deliver sustained, long-term returns for our shareholders.”

First Quarter Highlights

■

Earnings per diluted common share of $0.89. Adjusted earnings per diluted common share(1) of $0.89, compared to adjusted earnings per diluted common share(1) of $0.85 in the fourth quarter of 2025.

■

Return on average total assets of 1.79%. Adjusted return on average total assets(1) of 1.79%, compared to 1.62% in the fourth quarter of 2025.

■

Return on average tangible common equity of 21.85%. Adjusted return on average tangible common equity(1) of 21.96%, compared to 21.05% in the fourth quarter of 2025.

■

Noninterest income was $30.8 million, which represented 40.72% of total revenue.

■

Net interest margin (on a tax-equivalent basis)(1) was 3.77%, an increase compared to 3.69% in the fourth quarter of 2025.

■

Total deposits were $4.3 billion as of March 31, 2026, an increase of $155.9 million, or 3.7%, from December 31, 2025. Core commercial transactional deposits were $1.8 billion as of March 31, 2026, an increase of $143.2 million, or 8.6%, from December 31, 2025. Synergistic deposits were $742.7 million as of March 31, 2026, an increase of $16.8 million, or 2.3%, from December 31, 2025. Health Savings Account balances drove most of the increase, up $14.5 million, or 7.1%, from December 31, 2025.

■

The loan to deposit ratio was 92.8% as of March 31, 2026, compared to 96.6% as of December 31, 2025.

■

Efficiency ratio(1) of 63.39%. Adjusted efficiency ratio of 63.20% compared to adjusted efficiency ratio of 63.55% in the fourth quarter of 2025.

■

Pre-provision net revenue(1) was $25.4 million. Adjusted pre-provision net revenue(1) was $25.5, an increase of 0.9% from $25.3 million in the fourth quarter of 2025.

■

Nonperforming assets were $54.0 million as of March 31, 2026, a decrease of $15.4 million, or 22.1%, from $69.4 million as of December 31, 2025.

■

Repurchased $6.0 million of the Company's outstanding common stock at an average per share price of $23.90, reducing common shares outstanding by 250,000 shares at quarter end.

■

Tangible book value per common share(1) was $18.15 as of March 31, 2026, an increase of 3.4% from $17.55 as of December 31, 2025.

■

Tangible common equity to tangible assets ratio(1) was 8.85% as of March 31, 2026, an increase from 8.72% as of December 31, 2025.

(1) Represents a non-GAAP financial measure. See “Non-GAAP to GAAP Reconciliations and Calculation of Non-GAAP Financial Measures.”

Selected Financial Data (unaudited)

As of and for the

Three months ended

March 31,

December 31,

March 31,

(dollars and shares in thousands, except per share data)

2026

2025

Performance Ratios

Return on average total assets

1.79

(2.50

1.02

Adjusted return on average total assets (1)

1.79

1.62

1.10

Return on average common equity

16.44

(23.75

10.82

Return on average tangible common equity (1)

21.85

(28.15

16.50

Adjusted return on average tangible common equity (1)

21.96

21.05

17.61

Noninterest (loss) income as a % of revenue

40.72

(449.23

40.17

Adjusted noninterest (loss) income as a % of revenue (1)

40.73

41.39

40.17

Net interest margin (on a tax-equivalent basis)(1)

3.77

3.69

3.41

Efficiency ratio (1)

63.39

557.48

68.76

Adjusted efficiency ratio (1)

63.20

63.55

66.86

Net charge-offs (recoveries) to average loans (1)

0.71

(0.03

0.04

Dividend payout ratio

23.60

(16.54

38.46

Per Common Share

Earnings (loss) per common share - basic

0.90

(1.28

)

0.52

Earnings (loss) per common share - diluted

0.89

(1.27

)

0.52

Adjusted earnings per common share - diluted (1)

0.89

0.85

0.56

Dividends declared per common share

0.21

0.20

Book value per common share

22.79

22.24

20.27

Tangible book value per common share (1)

18.15

17.55

15.27

Average common shares outstanding - basic

25,380

25,398

25,359

Average common shares outstanding - diluted

25,679

25,710

25,653

Other Data

Retirement and benefit services assets under administration/management

42,273,839

44,925,311

39,925,596

Wealth advisory services assets under administration/management

4,792,609

4,850,600

4,500,852

Mortgage originations

94,434

136,780

70,593

(1) Represents a non-GAAP financial measure. See “Non-GAAP to GAAP Reconciliations and Calculation of Non-GAAP Financial Measures.”

Results of Operations

Net Interest Income

Net interest income for the first quarter of 2026 was $44.9 million, a $0.3 million, or 0.6%, decrease from the fourth quarter of 2025. Interest income decreased $3.4 million, or 4.8%, primarily due to a one-time $2.4 million adjustment related to a sold loan participation recorded in the fourth quarter of 2025, partially offset by higher interest income on investment securities following a strategic balance sheet repositioning in the fourth quarter of 2025. Interest expense decreased $3.1 million, or 12.5%, from the fourth quarter of 2025, as the average rates paid on deposits and borrowings declined due to recent rate cuts by the Federal Reserve.

Net interest income increased $3.8 million, or 9.1%, from $41.2 million for the first quarter of 2025. Interest income decreased $1.2 million, or 1.8%, from the first quarter of 2025, primarily driven by less purchase accounting accretion, partially offset by higher interest income on investment securities following the strategic balance sheet repositioning in the fourth quarter of 2025. Interest expense decreased $5.0 million, or 18.4%, from the first quarter of 2025, as the average rates paid on deposits and borrowings declined due to recent rate cuts by the Federal Reserve.

Net interest margin (on a tax-equivalent basis)(1) was 3.77% for the first quarter of 2026, an 8 basis point increase from 3.69% for the fourth quarter of 2025, and a 36 basis point increase from 3.41% for the first quarter of 2025. The quarter over quarter increase was mainly attributable to lower cost of funds and higher yields on investment securities, partially offset by a one-time adjustment related to a sold loan participation recorded in the fourth quarter of 2025, lower loan yields, and less purchase accounting accretion. The increase from the first quarter of 2025 was primarily driven by lower cost of funds and higher yields on investment securities.

Noninterest (Loss) Income

Noninterest income for the first quarter of 2026 was $30.8 million, a $67.8 million, or 183.5%, increase from the fourth quarter of 2025. The quarter over quarter increase was driven by the strategic balance sheet repositioning in the fourth quarter of 2025, which resulted in a $68.4 million realized loss on the sale of investment securities. Adjusted noninterest income(1) was $30.9 million in the first quarter of 2026, a decrease of $1.0 million, or 3.2%, compared to $31.9 million in the fourth quarter of 2025. Other noninterest income decreased $1.1 million, or 38.4%, from the fourth quarter of 2025, primarily driven by a decrease in swap fee revenue. Wealth advisory services revenue decreased $0.2 million, or 2.7%, from the fourth quarter of 2025, primarily driven by a decline in both asset-based fees tied to equity markets, and transaction-based fees. Mortgage banking revenue increased $0.3 million, or 10.4%, from the fourth quarter of 2025, primarily driven by higher gain on sale margins and an increase in mortgage servicing asset valuation. Retirement and benefit services revenue increased $0.1 million, or 0.8%, from the fourth quarter of 2025. While retirement and benefit services assets under administration/management decreased $2.7 billion, or 5.9%, from $44.9 billion in the fourth quarter of 2025 to $42.3 billion in the first quarter of 2026, the decrease was primarily due to a strategic realignment of record-keeping partners that is expected to have minimal impact on revenue in future periods.

Noninterest income for the first quarter of 2026 increased by $3.2 million, or 11.6%, from the first quarter of 2025. This increase was driven by an increase in mortgage banking revenue and retirement and benefit services revenue. Mortgage banking revenue increased $2.0 million, or 131.5%, compared to the first quarter of 2025, due to an increase in mortgage servicing asset valuation, as well as increased origination volume and improved gain on sale margin. Retirement and benefit services revenue increased $1.3 million, or 8.1%, in the first quarter of 2026 compared to the first quarter of 2025, primarily driven by both asset-based and transaction-based fees.

(1) Represents a non-GAAP financial measure. See “Non-GAAP to GAAP Reconciliations and Calculation of Non-GAAP Financial Measures.”

Noninterest Expense

Noninterest expense for the first quarter of 2026 was $50.4 million, a $1.5 million, or 2.9%, decrease from the fourth quarter of 2025. Compensation expense decreased $1.1 million, or 4.3%, from the fourth quarter of 2025, primarily due to decreases in annual bonus expense and mortgage incentive compensation due to seasonality. Business services, software and technology expense decreased $1.0 million, or 14.1%, from the fourth quarter of 2025, primarily due to a reclassification of consulting services and other third-party vendor expenses from business services, software and technology expense to professional fees and assessments. Professional fees and assessments increased $0.7 million, or 23.0%, from the fourth quarter of 2025, primarily due to this expense reclassification, partially offset by a decrease in legal fees.

Noninterest expense for the first quarter of 2026 increased $27.0 thousand, or 0.1%, from $50.4 million in the first quarter of 2025, primarily due to increases in compensation expense, professional fees and assessments, and occupancy and equipment expense, offset by decreases in employee taxes and benefits expense and intangible amortization expense. Compensation expense increased $1.1 million, or 4.9%, from the first quarter of 2025, primarily due to higher annual bonus expense. Professional fees and assessments increased $0.8 million, or 26.8%, from the first quarter of 2025, primarily due to the expense reclassification described above. Occupancy and equipment expense increased $0.5 million, or 17.9%, from the first quarter of 2025, primarily driven by facility investments and the strategic realignment of locations from owned to leased space. Employee taxes and benefits expense decreased $1.1 million, or 14.5%, from the first quarter of 2025, primarily due to lower claims on group insurance. Intangible amortization expense decreased $0.7 million, or 27.2%, in the first quarter of 2026, primarily due to the annual reset of the $33.5 million core deposit intangible recorded in connection with the HMN Financial, Inc. ("HMNF") acquisition in the fourth quarter of 2024.

Financial Condition

Total assets were $5.3 billion as of March 31, 2026, an increase of $57.9 million, or 1.1%, from December 31, 2025. The increase was primarily due to a $61.6 million increase in cash and cash equivalents and an $8.0 million increase in available-for-sale investment securities, partially offset by a decrease of $13.3 million in loans held for investment.

Loans Held for Investment

Total loans held for investment were $4.0 billion as of March 31, 2026, a decrease of $13.3 million, or 0.3%, from December 31, 2025. The decrease was primarily driven by a $28.3 million decrease in consumer loans, partially offset by a $15.1 million increase in commercial loans.

The following table presents the composition of our loans held for investment portfolio as of the dates indicated:

March 31,

December 31,

September 30,

June 30,

March 31,

(dollars in thousands)

2026

2025

Commercial

Commercial and business lending

Commercial and industrial

747,447

736,833

702,135

675,892

658,446

Commercial real estate − Owner occupied

444,276

427,260

435,320

440,170

424,880

Total commercial and business lending

1,191,723

1,164,093

1,137,455

1,116,062

1,083,326

Investor commercial real estate

Construction, land and development

146,897

246,238

349,768

352,749

360,024

Multifamily

392,097

383,505

374,761

333,307

353,060

Non-owner occupied

976,339

875,862

865,785

887,643

951,559

Total investor commercial real estate

1,515,333

1,505,605

1,590,314

1,573,699

1,664,643

Agricultural

Land

54,028

64,799

65,900

66,395

68,894

Production

50,983

62,500

63,051

67,931

64,240

Total agricultural

105,011

127,299

128,951

134,326

133,134

Total commercial

2,812,067

2,796,997

2,856,720

2,824,087

2,881,103

Consumer

Residential real estate

First lien

851,551

874,737

894,402

901,738

907,534

Construction

32,872

33,703

34,124

35,754

38,553

HELOC

262,131

260,883

234,681

200,624

175,600

Junior lien

35,783

36,844

40,434

41,450

43,740

Total residential real estate

1,182,337

1,206,167

1,203,641

1,179,566

1,165,427

Other consumer

40,340

44,858

41,715

41,003

38,955

Total consumer

1,222,677

1,251,025

1,245,356

1,220,569

1,204,382

Total loans

4,034,744

4,048,022

4,102,076

4,044,656

4,085,485

Deposits

Total deposits were $4.3 billion as of March 31, 2026, an increase of $155.9 million, or 3.7%, from December 31, 2025. Noninterest-bearing deposits increased $49.7 million and interest-bearing deposits increased $106.2 million from December 31, 2025. The increase was primarily driven by seasonal inflows of public depositor funds and consumer deposit growth.

The following table presents the composition of the Company’s deposit portfolio as of the dates indicated:

March 31,

December 31,

September 30,

June 30,

March 31,

(dollars in thousands)

2026

2025

Noninterest-bearing demand

857,625

807,896

776,791

790,300

889,270

Interest-bearing

Interest-bearing demand

1,449,156

1,296,315

1,256,687

1,214,597

1,283,031

Savings accounts

178,347

173,759

174,113

175,586

177,341

Money market savings

1,291,794

1,337,491

1,460,006

1,358,516

1,472,127

Time deposits

570,960

576,542

745,056

798,469

663,522

Total interest-bearing

3,490,257

3,384,107

3,635,862

3,547,168

3,596,021

Total deposits

4,347,882

4,192,003

4,412,653

4,337,468

4,485,291

Asset Quality

Total nonperforming assets were $54.0 million as of March 31, 2026, a decrease of $15.4 million, or 22.1%, from December 31, 2025. As of March 31, 2026, the allowance for credit losses on loans was $50.5 million, or 1.25% of total loans, compared to $61.9 million, or 1.53% of total loans, as of December 31, 2025.

The following table presents selected asset quality data as of and for the periods indicated:

As of and for the three months ended

March 31,

December 31,

September 30,

June 30,

March 31,

(dollars in thousands)

2026

2025

Nonaccrual loans

53,881

69,065

59,644

51,276

50,517

Accruing loans 90+ days past due

—

202

—

Total nonperforming loans

53,881

69,065

59,644

51,478

50,517

OREO and repossessed assets

126

308

467

751

493

Total nonperforming assets

54,007

69,373

60,111

52,229

51,010

Criticized loans

132,459

149,162

191,331

212,592

230,369

Net charge-offs (recoveries)

7,027

(311

)

(1,715

)

3,767

407

Net charge-offs (recoveries) to average loans (1)

0.71

(0.03

(0.17

0.37

0.04

Nonperforming loans to total loans

1.34

1.71

1.45

1.27

1.24

Nonperforming assets to total assets

1.02

1.33

1.13

0.98

0.96

Criticized loans to total loans

3.28

3.68

4.66

5.26

5.64

Allowance for credit losses on loans to total loans

1.25

1.53

1.51

1.47

1.52

Allowance for credit losses on loans to nonperforming loans

93.73

89.65

104.16

115.15

122.59

For the first quarter of 2026, the Company had net charge-offs of $7.0 million, compared to net recoveries of $0.3 million for the fourth quarter of 2025 and net charge-offs of $0.4 million for the first quarter of 2025. The quarter over quarter increase in net charge-offs was primarily due to charge-offs of $6.4 million related to one non-accruing long-term commercial and industrial client relationship. This relationship carried a specific reserve of $9.0 million as of December 31, 2025. As of March 31, 2026, the relationship had a remaining reserve of $3.5 million, which represented approximately 78% of the book balance as of that date. Management does not believe the charge-offs resulting from this relationship are indicative of a broader credit quality trend in the Company's loan portfolio.

The Company recorded a provision release of $4.9 million for the first quarter of 2026, a provision release of $0.3 million for the fourth quarter of 2025, and a provision for credit losses of $0.9 million for the first quarter of 2025. The provision release in the first quarter of 2026 was primarily driven by changes to loan balances and loan mix, largely due to decreases in balances in the commercial real estate construction, land and development pool, which is reserved at a higher rate than most other loan pools.

The unearned fair value adjustments on acquired loan portfolios were $40.8 million as of March 31, 2026, $43.8 million as of December 31, 2025, and $65.3 million as of March 31, 2025.

Capital

Total stockholders’ equity was $574.7 million as of March 31, 2026, an increase of $9.8 million from December 31, 2025. The change was primarily driven by an increase in retained earnings of $17.6 million, partially offset by a decrease in additional paid-in capital of $5.6 million and a decrease in accumulated other comprehensive income of $2.1 million. Tangible book value per common share(1) increased to $18.15 as of March 31, 2026, from $17.55 as of December 31, 2025. Tangible common equity to tangible assets(1) increased to 8.85% as of March 31, 2026, from 8.72% as of December 31, 2025. Common equity tier 1 capital to risk weighted assets increased to 10.60% as of March 31, 2026, from 10.10% as of December 31, 2025.

During the first quarter of 2026, the Company repurchased approximately $6.0 million of its outstanding common stock at an average per share price of $23.90, which reduced common stock shares outstanding by 250,000 at quarter-end.

The following table presents our capital ratios as of the dates indicated:

March 31,

December 31,

March 31,

2026

2025

Capital Ratios(1)

Alerus Financial Corporation Consolidated

Common equity tier 1 capital to risk weighted assets

10.60

10.28

10.10

Tier 1 capital to risk weighted assets

10.81

10.48

10.31

Total capital to risk weighted assets

13.17

12.87

12.67

Tier 1 capital to average assets

9.30

8.86

Tangible common equity / tangible assets (2)

8.85

8.72

7.43

Alerus Financial, N.A.

Common equity tier 1 capital to risk weighted assets

10.75

10.41

10.36

Tier 1 capital to risk weighted assets

10.75

10.41

10.36

Total capital to risk weighted assets

12.00

11.66

11.61

Tier 1 capital to average assets

9.11

8.62

9.06

(1)

Capital ratios for the current quarter are to be considered preliminary until the Call Report for Alerus Financial, N.A. is filed.

(2)

Represents a non-GAAP financial measure. See “Non-GAAP to GAAP Reconciliations and Calculation of Non-GAAP Financial Measures.”

Conference Call

The Company will host a conference call at 11:00 a.m. Central Time on Thursday, April 30, 2026, to discuss its financial results. Attendees are encouraged to register ahead of time for the call at investors.alerus.com. A recording of the call and transcript will be available on the Company’s investor relations website at investors.alerus.com following the call.

About Alerus Financial Corporation

Alerus Financial Corporation (Nasdaq: ALRS) is a commercial wealth advisory services bank and national retirement and benefit services provider with corporate offices in Grand Forks, North Dakota, and the Minneapolis-St. Paul, Minnesota metropolitan area. Through its subsidiary, Alerus Financial, National Association (the “Bank”), Alerus provides diversified and comprehensive financial solutions to business and consumer clients, including banking, wealth advisory services, and retirement and benefit plans and services. Alerus provides clients with a primary point of contact to help fully understand their unique needs and delivery channel preferences. Clients are provided with competitive products, valuable insight, and sound advice supported by digital solutions designed to meet their needs.

Alerus operates 26 banking and commercial wealth offices, with locations in Grand Forks and Fargo, North Dakota; the Minneapolis-St. Paul, Minnesota metropolitan area; Rochester, Minnesota; Southern Minnesota; Marshalltown, Iowa; Pewaukee, Wisconsin; and Phoenix and Scottsdale, Arizona. The Alerus Retirement and Benefit business serves advisors, brokers, employers, and plan participants across the United States.

Non-GAAP Financial Measures

Some of the financial measures included in this press release are not measures of financial performance recognized by U.S. Generally Accepted Accounting Principles, or GAAP. These non-GAAP financial measures include the ratio of tangible common equity to tangible assets, tangible book value per common share, return on average tangible common equity, efficiency ratio, pre-provision net revenue, adjusted noninterest (loss) income, adjusted noninterest expense, adjusted pre-provision net revenue, adjusted efficiency ratio, adjusted net income, adjusted return on average total assets, adjusted return on average tangible common equity, net interest margin (on a tax-equivalent basis), adjusted earnings per common share - diluted, and adjusted net charge-offs to average loans. Management uses these non-GAAP financial measures in its analysis of its performance, and believes financial analysts and investors frequently use these measures, and other similar measures, to evaluate capital adequacy and financial performance. Reconciliations of non-GAAP disclosures used in this press release to the comparable GAAP measures are provided in the accompanying tables. Management, banking regulators, many financial analysts and other investors use these measures in conjunction with more traditional bank capital ratios to compare the capital adequacy of banking organizations with significant amounts of goodwill or other intangible assets, which typically stem from the use of the purchase accounting method of accounting for mergers and acquisitions.

These non-GAAP financial measures should not be considered in isolation or as a substitute for total stockholders’ equity, total assets, book value per share, return on average assets, return on average equity, or any other measure calculated in accordance with GAAP. Moreover, the manner in which the Company calculates these non-GAAP financial measures may differ from that of other companies reporting measures with similar names.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements concerning plans, estimates, calculations, forecasts and projections with respect to the anticipated future performance of Alerus Financial Corporation. These statements are often, but not always, identified by words such as “may”, “might”, “should”, “could”, “predict”, “potential”, “believe”, “expect”, “continue”, “will”, “anticipate”, “seek”, “estimate”, “intend”, “plan”, “projection”, “would”, “annualized”, “target” and “outlook”, or the negative version of those words or other comparable words of a future or forward-looking nature. Examples of forward-looking statements include, among others, statements the Company makes regarding our projected growth, anticipated future financial performance, financial condition, credit quality, management’s long-term performance goals, and the future plans and prospects of Alerus Financial Corporation.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent known and unknown uncertainties, risks, changes in circumstances, and other factors that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in forward-looking statements include, among others, the following: the strength of the local, state, national and international economies and financial markets (including effects of inflationary pressures and future monetary policies of the Federal Reserve and executive orders in response thereto); interest rate risk, including the effects of changes in interest rates; effects on the U.S. economy resulting from actions taken by the federal government, including the threat or implementation of tariffs, immigration enforcement, executive orders, and changes in foreign policy; disruptions to the global supply chain, including as a result of domestic or foreign policies; our ability to successfully manage credit risk, including in the commercial real estate portfolio, and maintain an adequate level of allowance for credit losses; business and economic conditions generally and in the financial services industry, nationally and within our market areas, including the level and impact of inflation rates and possible recession; our ability to raise additional capital to implement our business plan; credit risks and risks from concentrations (including by type of borrower, geographic area, collateral, and industry) within our loan portfolio; the concentration of large loans to certain borrowers (including commercial real estate loans); the level of nonperforming assets on our balance sheet; our ability to implement organic and acquisition growth strategies; the commencement, cost, and outcome of litigation and other legal proceedings and regulatory actions against us or to which the Company may become subject, including with respect to pending actions relating to the Company’s previous employee stock ownership program fiduciary services commenced by government and private parties; the impact of economic or market conditions on our fee-based services; our ability to continue to grow our retirement and benefit services business; our ability to continue to originate a sufficient volume of residential mortgages; the occurrence of fraudulent activity, breaches or failures of our or our third-party vendors’ information security controls or cybersecurity-related incidents, including as a result of sophisticated attacks using artificial intelligence and similar tools or as a result of insider fraud; interruptions involving our information technology and telecommunications systems or third-party servicers; potential losses incurred in connection with mortgage loan repurchases; the composition of our executive management team and our ability to attract and retain key personnel; rapid and expensive technological changes implemented by us and other parties in the financial services industry, including third-party vendors, which may be more difficult to implement or more expensive than anticipated or which may have unforeseen consequences to us and our customers, including the development and implementation of tools incorporating artificial intelligence; increased competition in the financial services industry, including from non-banks such as credit unions, Fintech companies and digital asset service providers; our ability to successfully manage liquidity risk, including our need to access higher cost sources of funds such as fed funds purchased and short-term borrowings; the concentration of large deposits from certain clients, including those who have balances above current Federal Deposit Insurance Corporation insurance limits; the effectiveness of our risk management framework; potential impairment to the goodwill the Company recorded in connection with our past acquisitions, including the acquisitions of Metro Phoenix Bank and HMNF; the extensive regulatory framework that applies to us; the ability of the Bank to pay dividends to us and our ability to pay dividends to our stockholders; new or revised accounting standards, as may be adopted by state and federal regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission (the “SEC”) or the Public Company Accounting Oversight Board; fluctuations in the values of the securities held in our securities portfolio, including as a result of changes in interest rates; governmental monetary, trade and fiscal policies; risks related to climate change and the negative impact it may have on our customers and their businesses; severe weather and natural disasters, and widespread disease or pandemics; acts of war, military conflicts, or terrorism, including the wars in Iran and Ukraine, ongoing conflicts in the Middle East, and other international military conflicts, or other adverse external events and changes in foreign relations; the impact of the current partial shutdown of the federal government and possible future shutdowns; any material weaknesses in our internal control over financial reporting; our success at managing and responding to the risks involved in the foregoing items; and any other risks described in the “Risk Factors” sections of the reports filed by Alerus Financial Corporation with the SEC.

Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Alerus Financial Corporation and Subsidiaries

Consolidated Balance Sheets

(dollars in thousands, except share and per share data)

March 31,

December 31,

2026

2025

Assets

(Unaudited)

Cash and cash equivalents

128,826

67,192

Investment securities

Trading, at fair value

1,758

Available-for-sale, at fair value

522,101

514,095

Held-to-maturity, at amortized cost (with an allowance for credit losses on investments of $118 and $123, respectively)

247,437

254,448

Loans held for sale

22,345

21,934

Loans held for investment

4,034,744

4,048,022

Allowance for credit losses on loans

(50,505

)

(61,915

)

Net loans

3,984,239

3,986,107

Land, premises and equipment, net

43,978

43,253

Operating lease right-of-use assets

32,573

28,761

Accrued interest receivable

20,469

21,742

Bank-owned life insurance

39,475

39,307

Goodwill

85,634

Other intangible assets

31,397

33,371

Servicing rights

6,615

6,383

Deferred income taxes, net

20,863

23,080

Other assets

100,261

103,019

Total assets

5,287,971

5,230,084

Liabilities and Stockholders’ Equity

Deposits

Noninterest-bearing

857,625

807,896

Interest-bearing

3,490,257

3,384,107

Total deposits

4,347,882

4,192,003

Short-term borrowings

200,000

308,800

Long-term debt

59,211

59,182

Operating lease liabilities

42,590

36,282

Accrued expenses and other liabilities

63,595

68,883

Total liabilities

4,713,278

4,665,150

Stockholders’ equity

Preferred stock, $1 par value, 2,000,000 shares authorized: 0 issued and outstanding

—

Common stock, $1 par value, 60,000,000 and 30,000,000 shares authorized: 25,214,146 and 25,406,278 issued and outstanding

25,214

25,406

Additional paid-in capital

266,016

271,609

Retained earnings

287,700

270,075

Accumulated other comprehensive loss

(4,237

)

(2,156

)

Total stockholders’ equity

574,693

564,934

Total liabilities and stockholders’ equity

5,287,971

5,230,084

Alerus Financial Corporation and Subsidiaries

Consolidated Statements of Income

(dollars and shares in thousands, except per share data)

Three months ended

March 31,

December 31,

March 31,

2026

2025

Interest Income

(Unaudited)

Loans, including fees

58,621

64,477

61,495

Investment securities

Taxable

7,104

4,592

5,707

Exempt from federal income taxes

158

160

Other

1,094

1,158

819

Total interest income

66,977

70,387

68,181

Interest Expense

Deposits

19,074

21,998

23,535

Short-term borrowings

2,357

2,570

2,839

Long-term debt

634

645

650

Total interest expense

22,065

25,213

27,024

Net interest income

44,912

45,174

41,157

Provision for (recovery of) credit losses

(4,883

)

(308

)

863

Net interest income after provision for (recovery of) credit losses

49,795

45,482

40,294

Noninterest Income (Loss)

Retirement and benefit services

17,406

17,260

16,106

Wealth advisory services

7,237

7,438

6,905

Mortgage banking

3,535

3,203

1,527

Service charges on deposit accounts

933

734

651

Net losses on investment securities

—

(68,403

)

—

Other

1,736

2,819

2,443

Total noninterest income (loss)

30,847

(36,949

)

27,632

Noninterest Expense

Compensation

24,087

25,169

22,961

Employee taxes and benefits

6,640

6,325

7,762

Occupancy and equipment expense

3,427

3,658

2,907

Business services, software and technology expense

5,839

6,794

5,752

Intangible amortization expense

1,974

2,382

2,710

Professional fees and assessments

3,800

3,089

2,996

Marketing and business development

861

1,016

965

Supplies and postage

607

764

630

Travel

361

409

287

Mortgage and lending expenses

710

626

536

Other

2,086

1,649

2,859

Total noninterest expense

50,392

51,881

50,365

Income (loss) before income tax expense (benefit)

30,250

(43,348

)

17,561

Income tax expense (benefit)

7,279

(10,298

)

4,246

Net income (loss)

22,971

(33,050

)

13,315

Per Common Share Data

Earnings (loss) per common share

0.90

(1.28

)

0.52

Diluted earnings (loss) per common share

0.89

(1.27

)

0.52

Dividends declared per common share

0.21

0.20

Average common shares outstanding

25,380

25,398

25,359

Diluted average common shares outstanding

25,679

25,710

25,653

Alerus Financial Corporation and Subsidiaries

Non-GAAP to GAAP Reconciliations and Calculation of Non-GAAP Financial Measures (unaudited)

(dollars and shares in thousands, except per share data)

March 31,

December 31,

March 31,

2026

2025

Tangible Common Equity to Tangible Assets

Total common stockholders’ equity

574,693

564,934

514,232

Less: Goodwill

85,634

Less: Other intangible assets

31,397

33,371

41,172

Tangible common equity (a)

457,662

445,929

387,426

Total assets

5,287,971

5,230,084

5,339,620

Less: Goodwill

85,634

Less: Other intangible assets

31,397

33,371

41,172

Tangible assets (b)

5,170,940

5,111,079

5,212,814

Tangible common equity to tangible assets (a)/(b)

8.85

8.72

7.43

Tangible Book Value Per Common Share

Tangible common equity (a)

457,662

445,929

387,426

Total common shares issued and outstanding (c)

25,214

25,406

25,366

Tangible book value per common share (a)/(c)

18.15

17.55

15.27

Three months ended

March 31,

December 31,

March 31,

2026

2025

Return on Average Tangible Common Equity

Net income (loss)

22,971

(33,050

)

13,315

Add: Intangible amortization expense (net of tax) (1)

1,559

1,882

2,141

Net income (loss), excluding intangible amortization (d)

24,530

(31,168

)

15,456

Average total equity

566,563

552,106

499,224

Less: Average goodwill

85,634

Less: Average other intangible assets (net of tax) (1)

25,664

27,270

33,718

Average tangible common equity (e)

455,265

439,202

379,872

Return on average tangible common equity (d)/(e)

21.85

(28.15

16.50

Efficiency Ratio

Noninterest expense

50,392

51,881

50,365

Less: Intangible amortization expense

1,974

2,382

2,710

Noninterest expense excluding intangible amortization (f)

48,418

49,499

47,655

Net interest income (v)

44,912

45,174

41,157

Noninterest income (loss)

30,847

(36,949

)

27,632

Tax equivalent adjustment for loans and securities

619

654

520

Total tax-equivalent revenue (g)

76,378

8,879

69,309

Efficiency ratio (f)/(g)

63.39

557.48

68.76

Pre-Provision Net Revenue

Net interest income (v)

44,912

45,174

41,157

Add: Noninterest income (loss)

30,847

(36,949

)

27,632

Less: Noninterest expense

50,392

51,881

50,365

Pre-provision net revenue (loss)

25,367

(43,656

)

18,424

Adjusted Noninterest Income

Noninterest income (loss)

30,847

(36,949

)

27,632

Less: Adjusted noninterest (loss) income items

Net gains (losses) on investment securities

—

(68,403

)

—

Net gain (loss) on sale/disposal of premises and equipment

(21

)

(445

)

—

Total adjusted noninterest income (loss) items (h)

(21

)

(68,848

)

—

Adjusted noninterest income (i)

30,868

31,899

27,632

Adjusted Noninterest (Loss) Income as a Percentage of Revenue

Adjusted noninterest income (i)

30,868

31,899

27,632

Net interest income (v)

44,912

45,174

41,157

Adjusted revenue (w)

75,780

77,073

68,789

Adjusted noninterest (loss) income as a percentage of revenue (i)/(w)

40.73

41.39

40.17

Adjusted Noninterest Expense

Noninterest expense

50,392

51,881

50,365

Less: Adjusted noninterest expense items

HMNF merger- and acquisition-related expenses

(34

)

(112

)

286

Severance and signing bonus expense

167

212

1,027

Total adjusted noninterest expense items (j)

133

100

1,313

Adjusted noninterest expense (k)

50,259

51,781

49,052

(1)

Items calculated after-tax utilizing a marginal income tax rate of 21.0%.

Alerus Financial Corporation and Subsidiaries

Non-GAAP to GAAP Reconciliations and Calculation of Non-GAAP Financial Measures (unaudited)

(dollars and shares in thousands, except per share data)

Three months ended

March 31,

December 31,

March 31,

2026

2025

Adjusted Pre-Provision Net Revenue

Net interest income (v)

44,912

45,174

41,157

Add: Adjusted noninterest income (i)

30,868

31,899

27,632

Less: Adjusted noninterest expense (k)

50,259

51,781

49,052

Adjusted pre-provision net revenue

25,521

25,292

19,737

Adjusted Efficiency Ratio

Adjusted noninterest expense (k)

50,259

51,781

49,052

Less: Intangible amortization expense

1,974

2,382

2,710

Adjusted noninterest expense for efficiency ratio (l)

48,285

49,399

46,342

Tax-equivalent revenue

Net interest income (v)

44,912

45,174

41,157

Add: Adjusted noninterest income (i)

30,868

31,899

27,632

Add: Tax equivalent adjustment for loans and securities (1)

619

654

520

Total tax-equivalent revenue (m)

76,399

77,727

69,309

Adjusted efficiency ratio (l)/(m)

63.20

63.55

66.86

Adjusted Net Income

Net (loss) income

22,971

(33,050

)

13,315

Less: Adjusted noninterest (loss) income items (net of tax) (1) (h)

(17

)

(54,390

)

—

Add: Adjusted noninterest expense items (net of tax) (1) (j)

105

1,037

Adjusted net income (n)

23,093

21,419

14,352

Adjusted Return on Average Total Assets

Average total assets (o)

5,218,515

5,252,046

5,272,319

Adjusted return on average total assets (n)/(o)

1.79

1.62

1.10

Adjusted Return on Average Tangible Common Equity

Adjusted net income (n)

23,093

21,419

14,352

Add: Intangible amortization expense (net of tax) (1)

1,559

1,882

2,141

Adjusted net income, excluding intangible amortization (p)

24,652

23,301

16,493

Average total equity

566,563

552,106

499,224

Less: Average goodwill

85,634

Less: Average other intangible assets (net of tax)

25,664

27,270

33,718

Average tangible common equity (q)

455,265

439,202

379,872

Adjusted return on average tangible common equity (p)/(q)

21.96

21.05

17.61

Adjusted Earnings Per Common Share - Diluted

Adjusted net income (n)

23,093

21,419

14,352

Less: Dividends and undistributed earnings allocated to participating securities

207

(462

)

Adjusted net income available to common stockholders (r)

22,886

21,881

14,253

Weighted-average common shares outstanding for diluted earnings per share (s)

25,679

25,710

25,653

Adjusted earnings per common share - diluted (r)/(s)

0.89

0.85

0.56

Net Charge-Offs (Recoveries) to Average Loans

Net charge-offs (recoveries) (t)

7,027

(311

)

407

Average total loans (u)

4,029,719

4,049,082

4,022,863

Net charge-offs (recoveries) to average loans (t)/(u)

0.71

(0.03

0.04

Net Interest Margin (on a Tax-Equivalent Basis)

Net interest income (v)

44,912

45,174

41,157

Add: Tax equivalent adjustment for loans and securities

619

654

520

Net interest income (on a tax-equivalent basis) (1) (w)

45,531

45,828

41,677

Average interest earning assets (x)

4,901,399

4,926,530

4,949,729

Net interest margin (on a tax-equivalent basis) (1) (w)/(x)

3.77

3.69

3.41

(1)

Items calculated after-tax utilizing a marginal income tax rate of 21.0%.

Alerus Financial Corporation and Subsidiaries

Analysis of Average Balances, Yields, and Rates (unaudited)

(dollars in thousands)

Three months ended

March 31, 2026

December 31, 2025

March 31, 2025

Average

Yield/

Average

Yield/

Average

Yield/

Balance

Rate

Balance

Rate

Balance

Rate

Interest Earning Assets

Interest-bearing deposits with banks

60,675

4.26

57,008

4.68

33,425

4.74

Investment securities (1)

771,885

3.84

775,091

2.45

859,696

2.79

Loans held for sale

15,617

4.70

21,715

4.81

11,348

5.32

Loans

Commercial and industrial

723,803

7.10

699,982

7.35

657,838

7.31

CRE − Owner occupied

430,332

6.14

429,087

6.18

379,948

6.19

CRE − Construction, land and development

211,754

5.17

322,068

9.20

342,718

5.84

CRE − Multifamily

393,412

5.80

371,925

6.15

364,247

6.34

CRE − Non-owner occupied (2)

914,642

5.97

846,558

6.16

960,152

6.66

Agricultural − Land

59,787

6.00

65,995

6.42

67,228

5.85

Agricultural − Production

58,833

6.98

63,408

6.78

60,933

7.28

RRE − First lien

865,077

4.93

884,293

4.81

899,835

4.78

RRE − Construction

32,906

6.29

34,858

6.74

36,913

8.40

RRE − HELOC

261,586

6.03

249,844

6.38

168,599

7.12

RRE − Junior lien

36,306

6.42

38,167

6.47

44,096

6.24

Other consumer

41,281

6.31

42,897

6.53

40,356

7.02

Total loans (1)

4,029,719

5.94

4,049,082

6.35

4,022,863

6.23

Federal Reserve/FHLB stock

23,503

7.87

23,634

8.16

22,397

7.77

Total interest earning assets

4,901,399

5.59

4,926,530

5.72

4,949,729

5.63

Noninterest earning assets

317,116

325,516

322,590

Total assets

5,218,515

5,252,046

5,272,319

Interest-Bearing Liabilities

Interest-bearing demand deposits

1,367,270

1.64

1,305,972

1.72

1,247,725

1.81

Money market and savings deposits

1,503,798

2.37

1,592,569

2.72

1,590,616

2.89

Time deposits

569,065

3.40

600,966

3.57

688,569

3.91

Fed funds purchased

35,628

4.01

35,617

4.20

49,834

4.69

FHLB short-term advances

204,444

3.98

207,065

4.20

200,000

4.59

Long-term debt

59,195

4.34

59,169

4.32

59,084

4.46

Total interest-bearing liabilities

3,739,400

2.39

3,801,358

2.63

3,835,828

2.86

Noninterest-Bearing Liabilities and Stockholders' Equity

Noninterest-bearing deposits

798,579

797,521

849,687

Other noninterest-bearing liabilities

113,973

101,061

87,580

Stockholders’ equity

566,563

552,106

499,224

Total liabilities and stockholders’ equity

5,218,515

5,252,046

5,272,319

Net interest rate spread

3.20

3.09

2.77

Net interest margin (on a tax-equivalent basis) (1)

3.77

3.69

3.41

(1)

Taxable-equivalent adjustment was calculated utilizing a marginal income tax rate of 21.0%.

(2)

Average balances and average yield/rate includes non-mortgage loans sold and held for sale for the three months ended December 31, 2025.

EX-99.2 — EXHIBIT 99.2

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