ALERUS FINANCIAL CORP

Other than as set forth below, there have been no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on March 8, 2024.

Risks Related to the Merger

***Litigation May Be Filed Against the Company (directly or as successor by merger to HMNF) (or the Company’***s or HMNF’s Boards of Directors) that Could Result in the Payment of Damages Following Consummation of the Merger.

It is possible that, in connection with the merger of HMNF with and into the Company, stockholders may file putative class action lawsuits against the Company directly or against the Company as successor by merger to HMNF (or the Company’s or HMNF’s boards of directors). One purported stockholders of the Company, and eight purported stockholders of HMNF, sent demand letters to the companies prior to the closing of the merger, alleging that the joint proxy statement/prospectus filed by the Company omitted certain material information regarding the merger and threatening litigation. Although the transaction has closed, these stockholders could still pursue litigation against the Company directly against the Company as successor by merger to HMNF to seek financial damages. The outcome of any such litigation is uncertain. The defense or settlement of any lawsuit or claim that results from these lawsuits, including any cost associated with the indemnification of directors and officers of each company, may adversely affect the combined company’s business, financial condition, results of operations and cash flows and the market price of the stock of the Company.

The Company May Fail to Realize the Anticipated Benefits of the Merger.

The merger of HMNF with and into the Company closed on October 9, 2024. The success of the merger, including anticipated benefits and cost savings, will depend on, among other things, the Company’s ability to combine the businesses of the Company and HMNF in a manner that permits growth opportunities, including, among other things, enhanced revenues and revenue synergies, an expanded market reach and operating efficiencies, and does not materially disrupt the existing customer relationships of the Company or HMNF nor result in decreased revenues due to any loss of customers. If the Company is not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. Failure to achieve these anticipated benefits could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy and could have an adverse effect on the Company’s business, financial condition, operating results, prospects and stock price as the resulting company of the merger.