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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

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Date of report (Date of earliest event reported): December 2, 2020

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Alerus Financial Corporation

(Exact Name of Registrant as Specified in Charter)

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401 Demers Avenue

Grand Forks, North Dakota 58201

(Address of Principal Executive Offices) (Zip Code)

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Registrant’s telephone number, including area code: (701) 795-3200

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N/A

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(Former Name or Former Address, if Changed Since Last Report.)

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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):

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◻     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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◻     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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◻     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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◻     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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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).

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Emerging growth company ⌧

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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. ◻

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Item 8.01.Other Events.

On December 2, 2020, Alerus Financial Corporation (“Alerus”) announced it has entered into a definitive agreement to acquire Retirement Planning Services, Inc. (“RPS”), which does business as RPS Plan Administrators and 24HourFlex. RPS provides retirement and health benefits administration for more than 1,000 plans, 48,000 plan participants, 300 COBRA clients, and 10,000 COBRA members, and brings more than 30 years of experience to Alerus’ robust retirement and health benefits services division. RPS is based in Littleton, Colorado, which expands Alerus’ geographic footprint to the Rocky Mountain region. A copy of the press release announcing that Alerus entered into a definitive agreement to acquire RPS is attached as Exhibit 99.1 to this Form 8-K and is incorporated by reference.

Item 9.01.Financial Statements and Exhibits.

(d)  Exhibits

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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.

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