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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):
December 19, 2023
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 x
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 7.01. | Regulation FD Disclosure. |
On December 19, 2023, Alerus
Financial Corporation (the “Company”) issued a press release announcing the repositioning of its balance sheet through
the sale of a portion of its investment securities portfolio. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
The information in Item 7.01
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 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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: December 19, 2023 |
Alerus Financial Corporation |
|
| |
|
By: | /s/ Katie A. Lorenson |
|
Name: | Katie A. Lorenson |
|
Title: | President and Chief Executive Officer |
Exhibit 99.1
|
Al Villalon,
Investor Relations
952.417.3733
Al.Villalon@alerus.com
investors.alerus.com |
FOR IMMEDIATE RELEASE
ALERUS
FINANCIAL CORPORATION SELLS $172.3M OF DEBT SECURITIES AND USES PROCEEDS TO FUND LOAN GROWTH, CUT BORROWINGS
MINNEAPOLIS (December
19, 2023) – On December 15, 2023, Alerus Financial Corporation (NASDAQ: ALRS) completed the sale of $172.3 million of available-for-sale
securities (“AFS”). The sale resulted in a one-time pre-tax net loss of $24.7 million. Proceeds from the sale will be reinvested
into loans to new and existing clients throughout the communities the Company serves in addition to paying down borrowings. The weighted
average yield on the AFS securities sold was 2.66% and the estimated time to earn back this loss is approximately 3.7 years, compared
to the estimated weighted average remaining life of the AFS securities sold of 6.1 years. The restructuring has no impact on tangible
capital, improves the net interest margin and positions the company for higher earnings in 2024.
President and Chief Executive Officer
Katie Lorenson added, “With a strong commercial loan pipeline in the fourth quarter, we made the strategic decision to sell securities
and reinvest the proceeds into higher yielding loans. Our balance sheet remains strong with robust capital and liquidity, as demonstrated
by our recently announced quarterly dividend and share repurchase program authorization of up to 1 million shares. Overall, the sale
moves low yielding investments off of the balance sheet to be replaced with loans to clients across the communities we serve, while positioning
the company for higher returns and future book value growth.”
About Alerus Financial Corporation
Alerus Financial Corporation is a diversified
financial services company with corporate offices in Grand Forks, North Dakota, and the Minneapolis-St. Paul, Minnesota metropolitan
area. Through its subsidiary, Alerus Financial, N.A., Alerus provides innovative and comprehensive financial solutions to business and
consumer clients through four distinct business segments—banking, retirement and benefit services, wealth management, and mortgage.
Alerus provides clients with a primary point of contact to help fully understand the unique needs and delivery channel preferences of
each client. Clients are provided with competitive products, valuable insight and sound advice supported by digital solutions designed
to meet the clients’ needs. Alerus has banking, mortgage, and wealth management offices in Grand Forks and Fargo, North Dakota,
the Minneapolis-St. Paul, Minnesota metropolitan area, and Phoenix and Scottsdale, Arizona. Alerus Retirement and Benefits plan administration
hubs are in Minnesota, Michigan, and Colorado.
Forward Looking Statements
This press release contains
“forward-looking statements” within the meaning of 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. 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 the future of 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 uncertainties, risks and changes in circumstances 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 the 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 the forward-looking statements include, among others, the risks
described in the “Risk Factors” sections of reports filed by Alerus Financial Corporation with the Securities and
Exchange Commission. 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. We undertake 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.
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