Asset Transaction Form 8 K

On October 9, 2024 (the "Closing Date"), upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the Delaware General Corporation Law, the Merger was completed. At the effective time of the Merger on the Closing Date (the "Effective Time"), the separate corporate existence of the Company ceased and Alerus continued as the surviving corporation.

At the Effective Time of the Merger, each outstanding share of common stock of the Company, par value $0.01 per share, was automatically converted as a result of the Merger into the right to receive 1.25 (the "Exchange Ratio") shares of Alerus common stock, with cash paid in lieu of fractional shares.

Immediately prior to the Effective Time, outstanding HMNF restricted stock awards became fully vested and any restrictions or risk of forfeiture lapsed. The shares of HMNF common stock that were so vested are entitled to receive the merger consideration outlined above. Immediately prior to the Effective Time, there were no outstanding and unexercised options to purchase HMNF common stock.

The disclosure set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference herein. The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Prior Form 8-K, and which is incorporated herein by reference.

The disclosure under Item 5.01 below is incorporated by reference into this Item 2.01.