ALERUS FINANCIAL CORP
For the period ended Dec 31, 2023. Filed Mar 8, 2024.
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FY2023 · Filed Mar 8, 2024
ALRS$34.78+1.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
| 1. | Financial Statements: The consolidated financial statements that appear in Item 8 of this Form 10-K are incorporated herein by reference. |
| Report of Independent Registered Accounting Firm (PCAOB ID 49) | 97 | |
|---|---|---|
| | | |
| Report of Independent Registered Accounting Firm (PCAOB ID 655) | | 98 |
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| Consolidated Balance Sheets | | 99 |
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| Consolidated Statements of Income | | 100 |
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| Consolidated Statements of Comprehensive Income | | 101 |
| | | |
| Consolidated Statements of Changes in Stockholders’ Equity | | 102 |
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| Consolidated Statements of Cash Flows | | 103 |
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| Notes to Consolidated Financial Statements | | 105 |
| 2. | Financial Statement Schedules: All schedules are omitted because they are not applicable, not required, or because the required information is included in the consolidated financial statements or notes thereto. |
| 3. | Exhibits. |
| | | |
| ExhibitNumber | Description | |
| 2.1 | | Agreement and Plan of Merger by and between Alerus Financial Corporation and MBP BHC, Inc., dated December 8, 2021 (incorporated herein by reference to Exhibit 2.1 on Form 8-K filed on December 8, 2021) |
| 3.1 | | Third Amended and Restated Certificate of Incorporation of Alerus Financial Corporation (incorporated herein by reference to Exhibit 3.1 on Form S-1 filed on August 16, 2019) |
| 3.2 | | Second Amended and Restated Bylaws of Alerus Financial Corporation (incorporated herein by reference to Exhibit 3.2 on Form S-1 filed on August 16, 2019) |
| 4.1 | | Description of Capital Stock (incorporated herein by reference to Exhibit 4.1 on Form 10-K Filed on March 26, 2020) |
| 4.2 | | Subordinated Note Due March 30, 2021 (incorporated herein by reference to Exhibit 4.1 on Form 8-K filed on March 30, 2021) |
| 10.1† | | Executive Severance Agreement by and between Alerus Financial Corporation and Katie Lorenson, dated October 13, 2018 (incorporated herein by reference to Exhibit 10.4 on Form S-1 filed on August 16, 2019) |
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|---|---|---|
| ExhibitNumber | Description | |
| 10.2† | | Executive Severance Agreement by and between Alerus Financial Corporation and Karin Taylor, dated December 10, 2018 (incorporated herein by reference to Exhibit 10.6 on Form S-1 filed on August 16, 2019) |
| 10.3† | | Alerus Financial Corporation 2009 Stock Plan (incorporated herein by reference to Exhibit 10.7 on Form S-1 filed on August 16, 2019) |
| 10.4† | | Form of Restricted Stock Award Agreement under the Alerus Financial Corporation 2009 Stock Plan (incorporated herein by reference to Exhibit 10.8 on Form S-1 filed on August 16, 2019) |
| 10.5† | | Form of Performance-Based Restricted Stock Unit Agreement under the Alerus Financial Corporation 2009 Stock Plan (incorporated herein by reference to Exhibit 10.9 on Form S-1 filed on August 16, 2019) |
| 10.6† | | Alerus Financial Long Term Incentive Plan (incorporated herein by reference to Exhibit 10.10 on Form S-1 filed on August 16, 2019) |
| 10.7† | | Alerus Financial Short Term Incentive Plan |
| 10.8† | | Alerus Financial Corporation Deferred Compensation Plan for Directors (As Restated Effective January 1, 2005) (incorporated herein by reference to Exhibit 10.12 on Form S-1 filed on August 16, 2019) |
| 10.9† | | Alerus Financial Corporation Deferred Compensation Plan for Executives (As Restated Effective January 1, 2006) as subsequently amended (incorporated herein by reference to Exhibit 10.13 on Form S-1 filed on August 16, 2019) |
| 10.10† | | Alerus Financial Corporation Employee Stock Ownership Plan (incorporated herein by reference to Exhibit 10.14 on Form S-1 filed on August 16, 2019) |
| 10.11† | | Third Amendment of Alerus Financial Corporation Employee Stock Ownership Plan (incorporated herein by reference to Exhibit 10.14 on Form 10-K filed on March 26, 2020) |
| 10.12† | | Fourth Amendment of Alerus Financial Corporation Employee Stock Ownership Plan |
| 10.13† | | Fifth Amendment of Alerus Financial Corporation Employee Stock Ownership Plan |
| 10.14† | | Alerus Financial Corporation 2019 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.15 on Form S-1 filed on August 16, 2019) |
| 10.15† | | Form of Performance-Based Restricted Stock Unit Award Agreement under the Alerus Financial Corporation 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 on Form 8-K filed on February 25, 2020) |
| 10.16† | | Form of Restricted Stock Award Agreement under the Alerus Financial Corporation 2019 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.17 on Form 10-K filed on March 26, 2020) |
| 10.17† | | Form of Performance-Based Restricted Stock Unit Award Agreement under the Alerus Financial Corporation 2019 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on February 25, 2020) |
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|---|---|---|
| ExhibitNumber | Description | |
| 10.18† | | Subordinated Note Purchase Agreement by and between Alerus Financial Corporation and the Bank of North Dakota, dated March 30, 2021 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on March 30, 2021) |
| 10.19† | | Alerus Financial Corporation Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.1 on From 8-K filed on February 22, 2021) |
| 10.20† | | Form of Performance-Based Restricted Stock Unit Award Agreement for Senior Executive Officers (incorporated herein by reference to Exhibit 10.2 on Form 8-K filed on February 22, 2021) |
| 10.21† | | Form of Performance-Based Restricted Stock Unit Award Agreement for Non-Executive Senior Officers (incorporated herein by reference to Exhibit 10.3 on Form 8-K filed on February 22, 2021) |
| 10.22† | | Form of Time-Based Restricted Stock Unit Award Agreement for Senior Executive Officers (incorporated herein by reference to Exhibit 10.4 on Form 8-K filed on February 22, 2021) |
| 10.23† | | Form of Time-Based Restricted Stock Unit Award Agreement for Non-Executive Senior Officers (incorporated herein by reference to Exhibit 10.5 on Form 8-K filed on February 22, 2021) |
| 10.24† | | Employment Offer Letter between Alerus Financial Corporation and Alan Villalon, dated January 11, 2022 (incorporated herein by reference to Exhibit 10.24 on Form 10-K filed on March 11, 2022) |
| 10.25† | | Executive Severance Agreement by and between Alerus Financial Corporation and Alan Villalon, dated January 11, 2022 (incorporated herein by reference on Exhibit 10.25 on Form 10-K filed on March 11, 2022) |
| 10.26† | | Executive Severance Agreement by and between Alerus Financial Corporation and Jim Collins, dated June 1, 2022 (incorporated herein by reference to Exhibit 10.1 on Form 10-Q filed on August 4, 2022) |
| 10.27† | | Executive Severance Agreement by and between Alerus Financial Corporation and Missy Keney, dated July 25, 2022 (incorporated herein by reference to Exhibit 10.1 on Form 10-Q filed on November 3, 2022) |
| 10.28† | | Executive Severance Agreement by and between Alerus Financial Corporation and Jon Hendry, dated July 25, 2022 (incorporated herein by reference to Exhibit 10.2 on Form 10-Q filed on November 3, 2022) |
| 10.29† | | Alerus Financial Corporation Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on December 14, 2023) |
| 10.30† | | Amendment to Alerus Financial Corporation Deferred Compensation Plan for Directors (incorporated herein by reference to Exhibit 10.2 on Form 8-K filed December 14, 2023) |
| 10.31† | | Amendment to Alerus Financial Corporation Deferred Compensation Plan for Executives (incorporated herein by reference to Exhibit 10.3 on Form 8-K filed December 14, 2023) |
| 10.32† | | Executive Severance Agreement by and between Alerus Financial Corporation and Forrest Wilson, dated February 26, 2024 |
| 16.1† | | Letter of CliftonLarsonAllen LLP, dated December 6, 2022 (incorporated herein by reference to Exhibit 16.1 on Form 8-K filed on December 6, 2022) |
| | | |
| ExhibitNumber | Description | |
| 21.1 | | Subsidiaries of Alerus Financial Corporation |
| 23.1 | | Consent of CliftonLarsonAllen LLP |
| 23.2 | | Consent of RSM US LLP |
| 31.1 | | Certification of the Chief Executive Officer required by Rule 13a-14(a) of the Securities Exchange Act of 1934, and Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | | Certification of the Chief Financial Officer required by Rule 13a-14(a) of the Securities Exchange Act of 1934, and Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | | Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 |
| 32.2 | | Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 |
| 97.1 | | Alerus Financial Corporation Clawback Policy |
| † | Indicates a management contract or compensatory plan or arrangement. |
|---|
| ExhibitNumber | Description | |
| 101.1 INS | | iXBRL Instance Document |
| 101.1 SCH | | iXBRL Taxonomy Extension Schema |
| 101.1 CAL | | iXBRL Taxonomy Extension Calculation Linkbase |
| 101.1 DEF | | iXBRL Taxonomy Extension Definition Linkbase |
| 101.1 LAB | | iXBRL Taxonomy Extension Label Linkbase |
| 101.1 PRE | | iXBRL Taxonomy Extension Presentation Linkbase |
| 104 | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibits 101). |
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