Form 4: ALRS Chief Engagement Officer Reports Stock Activity

Alerus Financial's Chief Engagement Officer, Missy Keney, reported the vesting of performance-based restricted stock units and the grant of new equity awards.

Summary

• Missy Keney, Chief Engagement Officer of Alerus Financial Corp (ALRS), reported transactions involving common stock and restricted stock units.
• On February 26, 2026, 2,349 performance-based restricted stock units, granted on February 21, 2023, vested after the Compensation Committee certified a 112% payout based on established total net income goals.
• Upon vesting, 2,349 shares of common stock were acquired at a price of $0.
• Concurrently, 608 shares of common stock were disposed of at a price of $25.45 to cover tax liabilities associated with the RSU vesting.
• Ms. Keney was granted 5,153 new restricted stock units on February 26, 2026, comprising 2,061 time-based units and 3,092 performance-based units.
• Following these transactions, Ms. Keney directly beneficially owns 10,206 shares of common stock.
• Indirect beneficial ownership includes 3,566 shares held by her spouse, 4,900.1629 shares held by the Alerus Financial Corporation Employee Stock Ownership Program, and 5,299.8914 shares held by the ESOP in her spouse's name.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, reflecting routine executive compensation events. The vesting of performance-based units indicates past goal achievement, and new grants align future incentives, which is generally positive for governance.

Positives

• The vesting of 2,349 performance-based restricted stock units at 112% of target indicates the company achieved its established total net income goals.
• The grant of 5,153 new restricted stock units demonstrates continued executive incentive alignment with future company performance and shareholder value.

Future Outlook

The grant of new restricted stock units with vesting dates extending to 2029 indicates a long-term incentive structure for the Chief Engagement Officer, aligning her interests with the company's future performance, specifically tied to time-based components and performance-based metrics like relative cumulative EPS and ROE.

Industry Context

StockSavvy.ai notes that executive compensation often includes equity awards like restricted stock units to align management interests with shareholder value. The mix of time-based and performance-based units is a common practice in the financial services industry to incentivize both retention and the achievement of specific financial goals.

Comparison to Industry Standards

• StockSavvy.ai observes that the structure of performance-based restricted stock units tied to net income, EPS, and ROE goals is standard for executive compensation in the banking and financial services sector, similar to practices seen at regional banks like U.S. Bancorp or Comerica.
• The 150% maximum payout for performance targets is also a common incentive structure designed to reward exceptional performance.

Related Party Transactions

• Indirect beneficial ownership includes shares held jointly with Ms. Keney's spouse and shares held by the Alerus Financial Corporation Employee Stock Ownership Program, including some in her spouse's name. These are standard arrangements for executive compensation and benefit plans.

Stakeholder Impact

• Shareholders benefit from management's continued alignment with company performance through equity incentives, which encourages long-term value creation.
• The Chief Engagement Officer's compensation package is directly impacted by these equity awards, providing a significant portion of her total remuneration tied to company success.

Next Steps

• Vesting of new time-based restricted stock units on February 26, 2029.
• Certification of new performance-based restricted stock units by March 15, 2029, based on relative cumulative EPS and ROE performance.

Key Dates

Recommendation

This Form 4 details routine executive compensation transactions, including the vesting of previously granted performance-based restricted stock units and the grant of new equity awards. While the vesting indicates past performance achievement, and new grants align future incentives, these are standard events and do not provide new fundamental information to warrant a change in investment recommendation.

Keywords

ALRS, Alerus Financial, Missy Keney, Form 4, Insider Transaction, Restricted Stock Units, Executive Compensation, Beneficial Ownership, Equity Awards